2005-030-ORD APPROVING/AUTHORIZING AGREEMENT FOR STREET LIGHTING SERVICE BY AND FOR COP
ORDINANCE NO. 2005-030
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PARIS,
PARIS, TEXAS, APPROVING AND AUTHORIZING AN AGREEMENT FOR
STREET LIGHTING SERVICE BY AND FOR THE CITY OF PARIS AND
TXU ELECTRIC DELIVERY COMPANY; MAKING OTHER FINDINGS
AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, since the implementation of deregulation legislation, various services provided
by electrical service companies have been identified as separate services for which contractual
arrangements are required separate and apart from contractual arrangements for the purchase of
electrical power; and,
WHEREAS, one of such services, which as a result of said deregulation is now separately
provided by contractual arrangement, is the installation and maintenance of street lighting for various
municipalities; and,
WHEREAS, the City of Paris desires to contract with TXU Electric Delivery Company for
the aforesaid company to provide street lighting services to the City of Paris; NOW, THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS,
TEXAS:
Section 1. That the findings set out in the preamble to this ordinance are hereby in all things
approved.
Section 2. That an Agreement for Street Lighting Services by and between the City of Paris
and TXU Electric Delivery Company, a copy of which is attached hereto and for all purposes
incorporated herein, shall be and is hereby in all things approved, and the Mayor shall be and is
hereby authorized to execute and the City Clerk to attest to the aforesaid Agreement for Street
Lighting Services.
Section 3. That this ordinance shall be effective from and after its date of passage and
publication as required by law.
PASSED AND ADOPTED this 11th day of July, 2
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AGREEMENT FOR STREET LIGHTING SERVICE
BY AND BETWEEN
The City of Paris,
A MUNICIPAL CORPORATION
AND
TXU ELECTRIC DELIVERY COMPANY
DATE
May 9, 2005
AGREEMENT FOR STREET LIGHTING, P. 1 OF 5
EXHIBIT 11
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.-:
AGREEMENT FOR STREET LIGHTING SERVICE
BY AND BETWEEN
TXU ELECTRIC DELIVERY COMPANY AND
City of Paris
The City of Paris, Texas, a Municipal Corporation ("Customer"), and TXU Electric Delivery Company, a Texas
corporation ("Company"), for and in consideration of the mutual covenants set forth in this Agreement for Street
Lighting Service (the "Agreemenf'), agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:
a. "Company's Tariff' shall mean the Company's approved Tariff for Retail Delivery Service, as may be
revised from time to time during the term of this Agreement, on file with the Public Utility Commission of Texas;
b. Customer shall be the "Retail Customer" as such term is used in Company's Tariff.
Co' "Facility" or "Facilities" shall mean the electrical facilities or equipment, including but not limited to,
pole(s), luminaire(s), wires, and appurtenances, owned by Company or Customer, through which Company will
provide service to Customer pursuant to this Agreement.
2. Term and Termination. Consistent with the requirements of section 6.1.1.6 - Lighting Service of
Company's Tariff, this Agreement shall be effective as of the _ day of ,2005 , and, unless
terminated early in accordance with the terms of this Agreement, shall remain in effect for an initial term often (10)
years and from year to year thereafter until canceled by either party consistent with the terms of this Agreement.
After the expiration of the initial ten year term, this Agreement may be terminated by either party upon ninety (90)
days written notice to the other party. Notwithstanding any provision of this Agreement to the contrary, this
Agreement may be terminated at any time under the following conditions.
(a)
If Company begins installation of any requested Facilities prior to receiving full payment of any
contribution-in-aid-of-construction provided for in section 6.1.1.6 - Lighting Service of
Company's Tariff or any subsequently approved similar provision, from Customer or Customer's
agent or representative ("Customer's Agent") as appropriate, and Customer or Customer's Agent
thereafter fails to make such payment in full, then: (i) Company may immediately terminate this
Agreement by providing written notice of such termination to Customer, (ii) Company may
remove all such Facilities, and (iii) Customer shall pay Company all cost incurred by Company in
removing such Facilities, less the salvage value of such Facilities, within 30 days of Company's
removal of the subject Facilities.
,
(b) If Customer discontinues taking electric service from Customer's designated competitive retailer
at Facilities, for purposes other than to allow the Customer to begin receiving service from another
competitive retailer at such Facilities, then: (i) Company may immediately terminate this
Agreement by providing written notice of such termination to Customer, (ii) Company may
remove all such Facilities owned by Company, and (iii) Customer shall pay Company all cost
incurred by Company in removing such Facilities, less the salvage value of such Facilities, within
30 days of Company's removal of the subject Facilities.
(c) If Customer purchases Facilities owned by Company.
3. Contribution-In-Aid-Of-Construction. Section 6.1.1.6 - Lighting Service of Company's Tariff provides
for the installation or construction by Company of a base level of Facilities with no contribution-in-aid-of-
construction required from Customer. For example, Schedule A provides for the installation or construction of
wood poles of a type normally used by Company served overhead without the payment of contribution-in-aid-of-
construction by Customer. Schedule B provides for the installation or construction of steel or other ornamental
poles of a type normally used by Company served overhead without the payment of a contribution-in-aid-of-
construction, but requires the payment of a higher monthly charge by Customer. Requested Facilities that exceed
such base level require a contribution-in-aid-of-construction to be paid by Customer to Company. Company will
AGREEMENT FOR STREET LIGHTING, P. 2 OF 5
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',.
begin work on the requested Facilities prior to receipt of full payment of any required contribution.in.aid.of.
construction from Customer or Customer's Agent However, Customer or Customer's Agent shall pay to Company
any required contribution.in-aid-of-coristruction prior to Oncor energizing the requested Facilities or within 90 days
from the receipt of a contribution-in.aid-of-construction invoice, whichever is earlier. If Customer has arranged for
Customer's Agent to pay to Company any required contribution-in-aid-of-construction, then Customer's Agent shall
execute a Supplement to this Agreement, the form of which is attached hereto as Exhibit A, for the sole purpose of
. establishing such agent's agreement to pay such contribution-in-aid-of-construction.
4. Service Subject to Company's Tariff. This Agreement is subject to the terms and conditions of
Company's Tariff, and all services provided by Company shall be pursuant to and consistent with Company's Tariff.
To the extent any provision of this Agreement conflicts with or is inconsistent with Company's Tariff, then the
provisions of Company's Tariffshall control.
5. Material Change. In the event that a judicial decision, order, new law or regulation, or a change in any
law or regulation, materially and directly affects a party's ability to perform its obligations hereunder, then the party
that is negatively affected shall have the right to notify the other party, within 30 days after becoming aware of such
detrimental event. The parties shall use their best efforts to negotiate a modification to the terms of this Agreement
so as to mitigate the impact of the event. If, after twenty (20) days beyond the notice, the parties have been unable
to n,gotiate a mutually satisfactory modification to the terms of this Agreement, then either party shall have the right
to terminate this agreement upon ten (10) days written notice to the other party. If such right to terminate is not
exercised within forty-five (45) days after the date of the original notice, then the right to terminate this Agreement
shall be waived with respect to the particular event.
6. Type of Service and Applicable Rate Schedule. The type of service provided and rate schedule
applicable at each Facility or group of Facilities shall be agreed to by the Parties and specified on the form entitled
Request for Street Lighting Service, attached hereto as Exhibit "B," which may be amended or supplemented as
necessary, at any time, by mutual agreement of the parties.
7. Installation/Construction. All requests for installation or construction of Facilities subject to this
Agreement shall be made on the form entitled Request for Street Lighting Service, attached hereto as Exhibit "B"
and incorporated into this Agreement by execution of the form Supplement to the Agreement attached hereto as
Exhibit "A." All such installation or construction shall be performed by Company pursuant to and consistent with
section 6.1.1.6 - Lighting Service of Company's Tariff, and all other applicable provisions of such Tariff.
8. Relocation of Facilities. Nothing contained herein modifies section 37.10 I of PURA, which provides that
"the governing body of a municipality may require an electric utility to relocate the utility's facility at the utility's
expense to pennit the widening or straightening ofa street by; (I) giving the electric utility 30 days' notice; and (2)
specifying the new location for the facility along the right-of.way of the street." Notwithstanding the foregoing,
issues regarding the relocation of Facilities should, if possible, be resolved by the parties prior to the execution of
this Agreement and may require the execution of a separate agreement.
9. Billing and Payment. Company will invoice Customer directly for the contribution-in-aid-of-construction
specified on the form entitled Request for Street Lighting Service, attached hereto as Exhibit "B" and any other
charges for which Company's Tariffprovides for direct billing by Company to Customer. Federal income taxes are
due on contributions-in-aid-of.construction, pursuant to current Internal Revenue Service ("IRS") rulings and
regulations, unless Customer is eligible for an exemption available under applicable IRS regulations. To the extent
such IRS rulings and regulations are modified in a manner that impacts the obligation of Customer to pay such
federal income taxes, then the Parties shall implement such modified rulings and regulations on a prospective basis.
All other charges associated with the Services provided by Company to Customer will be included on the bill or
invoice that Customer receives from Customer's designated competitive retailer.
10. No Delegation of Authority. Customer does not by this Agreement delegate its authority or responsibility
for the Facilities covered by this Agreement to Company but shall continue to hold full discretion to determine the
policies and procedures regarding such Facilities.
11. Obstructions. Customer is responsible for removing all obstructions and trimming all trees that may
interfere with the installation or construction of requested Facilities, After installation, Company is responsible for
removing or trimming all trees that interfere with the distribution line providing service to the lighting facilities and
AGREEMENT FOR STREET LIGHTING, P. 3 OF 5
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Customer is responsible for removing or trimming all trees that interfere with the dispersion of light from the
Facilities.
12. Outages. To the extent that Company is responsible for maintaining Facilities pursuant to this Agreement,
Customer may report any Facilities requiring maintenance to Company via either ofthe following means:
Internet: http://streetlights.txuelectricdelivery.com
Telephone: 1-888-313-4747
13. Permits. Customer will secure for Company all permits and consents necessary for the performance of this
Agreement.
14. Notice. Except as provided in section 12 above, any notice required under this Agreement shall be
forwarded to the following representatives of the parties:
Customer:
CITY OF PARIS, PARIS, TEXAS
P. O. Box 9037
Paris, TX 75461-9037
Company:
Asset Manager
TXU Electric Deliverv Comoanv
15. Prior Agreements for Street Lighting Service. This Agreement supersedes and amends all prior
agreements for Street Lighting Service between Company and Customer.
16. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, Company and
Customer and their respective successors and permitted assigns. Neither party shall assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the
foregoing, Company may, without the consent of Customer and upon five (5) days advance written notice, (a)
transfer or assign this Agreement to an affiliate of Company, or (b) transfer or assign this Agreement to any person
or entity succeeding to all or a substantial portion of the assets of Company. UPON AN ASSIGNMENT
PURSUANT TO THIS SECTION, CUSTOMER AGREES THAT COMPANY SHALL HAVE NO FURTHER
OBLIGATIONS REGARDING FUTURE PERFORMANCE HEREUNDER.
This Agreement is effective this ~llay of Tuly
,2005.
The City of Paris
BY:
Curtis Fendley,
Mayor
(TITLE)
Julv 11. 2005
(DATE)
AGREEMENT FOR STREET LIGHTING, P. 4 OF 5
TXU ELECTRIC DELIVERY COMPANY
BY;
(TITLE)
(DATE)
AGREEMENT FOR STREET LIGHTING, P. 5 OF 5
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