HomeMy WebLinkAboutContract 43683 (2)CITY SECRETARY
CONTRACT NO.
MEMORANDUM OF UNDERSTANDING
TRINITY RIVER VISION PROJECT
This Memorandum of Understanding ("MOU") is entered into this 28day of
September, 2012, by and between THE CITY OF FORT WORTH, a home rule
municipality organized under the laws of the State of Texas (hereinafter "Fort Worth")
and ONCOR ELECTRIC DELIVERY COMPANY LLC, a Delaware limited liability
company (hereinafter "Oncor"). Fort Worth and Oncor may hereinafter be referred to
individually as a "Party", and jointly as the "Parties".
WHEREAS, Fort Worth, Tarrant Regional Water District ("TRWD"), the Trinity
River Vision Authority ("TRVA") (Fort Worth, TRWD and TRVA collectively referred
to periodically herein as the "Project Participants"), along with Streams and Valleys Inc.
and the U.S. Army Corps of Engineers ("USACE"), are developing the Trinity River
Vision Project (the "Project"), which is a master plan for 88 miles of the Trinity River
and its major tributaries in Fort Worth to provide flood control and to preserve and
enhance the river corridor for essential greenways for open space, trails, neighborhood
focal points, wildlife and special recreation areas;
WHEREAS, as part of the Project, Oncor will be required to relocate certain of its
transmission and distribution facilities, and build additional facilities for the increased
electric load requirements; and
WHEREAS, the purpose of the MOU is to provide for the fundamental principles
as agreed to between the Parties with regard to their respective rights and responsibilities.
NOW THEREFORE, for and in consideration of the mutual benefits and
obligations set forth herein, the receipt and sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. Relocation of Oncor Facilities.
As part of the Project, the Project Participants intend to construct new
bridges over the planned by-pass channel of the Trinity River along Henderson Street,
White Settlement Road, and Main Street (individually a "Bridge", collectively the
"Bridges"). In order to facilitate the construction of the Bridges, Fort Worth has
requested Oncor to relocate its transmission and distribution facilities to the extent
necessary to alleviate conflicts between the Oncor facilities and each Bridge. Also, Fort
Worth will require Oncor to relocate certain other facilities that do not conflict with a
Bridge, but must be relocated out of the planned by-pass channel.
Oncor shall relocate such facilities for the construction of the Bridges and
by-pass channel in accordance with the process outlined in this MOU. Provided that
Oncor complies with all terms and conditions imposed upon Oncor pursuant to and in
accordance with that certain Real Property Exchange Agreement between TRWD and
Oncor, attached hereto as Exhibit "A", which is hereby made a part of this MOU for all
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TRV MOU —Fort Worth/OnJ
1
FFICIAL RECOP;�,
CITY SECRETARY
FT. WORTh, TX
10-03-12 A 1 1: 16 IN
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purposes, Fort Worth shall reimburse Oncor all costs and expenses associated with such
relocations pursuant to and in accordance with any DSAs (as such tenu is defined below)
that are executed by both Parties as provided below. Oncor has provided an estimated
cost of $3,600,000.00 for this work based upon concept plans provided by Fort Worth.
This Paragraph 1, and the estimated cost of $3,600,000.00, applies only to the relocation
of Oncor transmission and distribution facilities that aie in conflict with the planned
Bridges or are located within the planned by-pass channel for the Trinity River; and,
expressly excludes transmission and distribution facilities that are not in conflict with the
planned Bridges and/or by-pass channel. Reimbursable costs and expenses shall also
include the reasonable costs of easement acquisition when existing facilities are being
relocated from Oncor-owned easements. Oncor shall not be required to exercise its power
of eminent domain in order to acquire replacement easements. After Oncor has received
finalized construction plans for each Bridge and the by-pass channel respectively, the
Parties will enter into Oncor's standard Public Utility Commission of Texas ("PUCT")
approved Discretionary Services Agreement (individually a "DSA" and collectively the
"DSAs"), a form of which is attached hereto as Exhibit "B". for each of the relocation
projects Each DSA shall set forth the facilities to be relocated, the estimated costs and
expenses to be reimbursed to Oncor by Fort Worth, and the timing of the relocation.
The costs and expenses set forth in each DSA will be the estimated
reimbursable amount for the respective relocation project. Upon completion of each
relocation project, Oncor will send an invoice to Fort Worth for the amount of Oncor's
actual costs and expenses incurred on each respective project together with the CIAC.
Fort Worth shall pay Oncor such invoiced amount within thirty (30) days after receipt of
an invoice.
Notwithstanding anything contained herein to the contrary the relocations
will be done in accordance with applicable PUCT Substantive Rules and Oncor's Tariff
for Retail Delivery Service (including the Service Regulations contained therein), as it
may from time to time be fixed and approved by the PUCT ("Oncor's Retail Delivery
Tariff"). Oncor's Retail Delivery Tariff is part of this MOU to the same extent as if fully
set out herein.
2. TRWD Facilities and Peninsula Substation
As part of the Project, TRWD intends to install a flood control gate and a
pump station (the `TRWD Facilities") in the Trinity River in the approximate location as
set forth on Exhibit `C". Due to the anticipated electric load of the TRWD Facilities, in
the event that the Project requires a transmission voltage point of interconnection (a
` TPOI") for such facilities, the Project Participants will be required to build a substation
in the general location as shown on Exhibit ` C" as either the preferred or alternate site
(the "Peninsula Substation")
Oncor has long range plans to construct a new substation in North Fort
Worth. In the event that the Project requires a TPOI, Fort Worth has requested Oncor to
build Oncor's new substation as a shared substation at the Peninsula Substation site in
Page 2 of 7
TRV MOU — Fort Worth/Oncor
order to reduce the impact of two separate sites which the Parties agree would probably
require more land than a combined site. In the event that a distribution voltage point of
interconnection (a ` DPOI') is selected by the Project Participants to service the TRWD
Facilities, rather than a TPOI, Oncor retains the right to locate its new substation in a
location of its choosing.
Oncor agrees to construct its substation at the shared Peninsula Substation
site, at its cost and expense, sufficient for the anticipated load requirements of the TRWD
Facilities and to meet Oncor s other service requirements for customers in Fort Worth, on
the condition that Oncor shall be provided, at no cost or expense to Oncor, the substation
site and easements sufficient for Oncor s transmission and distribution lines into and out
of the Peninsula Substation.
In the event a TPOI is elected, Fort Worth, TRWD, and Oncor will enter
into a definitive agreement with regard to the construction of the shared Peninsula
Substation. The definitive agreement will provide that Oncor will complete construction
of its portion of the shared Peninsula Substation within four years after execution of the
definitive agreement. The four year period is required because the additional load to
operate the TRWD Facilities will require Oncor to construct a third transmission source
into the North Main Switching Station. Such third transmission source will necessitate
Oncor obtaining, among other requirements, a Certificate of Convenience and Necessity
from the PUCT and USACE pennit(s).
In the event the Project requires a TPOI, the Project Participants shall
construct and install, at the shared Peninsula Substation, at their sole cost and expense,
the electric equipment and facilities necessary to receive transmission voltage power at
the Peninsula Substation site in order to operate the TRWD Facilities.
3. Land Swap at Oncor's North Main Site.
Oncor owns a 4.9 acre tract and a 3.58 acre tract of land in Fort Worth as
shown on Exhibit "D" attached hereto. As reflected on Exhibit ` C", Oncor s North
Main Substation is currently located on the 4.9 acre tract, and Oncor's Heritage
Substation and Oncor's North Main Switching Station are located on the 3.58 acre tract.
Currently, the Project plans include a proposed 60 foot wide water channel
along the south boundary of the 4.9 acre tract (the "North Main Channel"), as shown on
Exhibit "D". This would result in the North Main Substation being on the opposite side
of the proposed channel from the Heritage Substation and North Main Switching Station
which is unacceptable to Oncor due to operational constraints.
TRWD intends to acquire the 5.52 acre tract of Land shown on Exhibit
"D" from Tarrant County College (`TCC"). To facilitate construction of the North Main
Channel, Oncor is willing to relocate its North Main Substation from the 4 9 acre tract to
the 5.52 acre tract. Contemporaneously with the execution of this MOU, Oncor and
TRWD have executed the Real Property Exchange Agreement (the "Exchange
Page 3 of 7
TRV MOU — Fort Worth/Oncor
Agreement ') attached hereto as Exhibit "A" wherein TRWD and Oncor agree to
exchange the 5.52 acre tract for the 4.9 acre tract upon the teiins and conditions as set
forth therein.
Prior to the closing of the land swap set forth in the Exchange Agreement,
and as a condition precedent to Oncor's obligation to close the land swap transaction, (i)
Fort Worth shall have approved proper zoning for the 5.52 acre tract for use of the
property by Oncor for an electric substation/switching station, (ii) Oncor shall have
obtained at no cost to it, easements sufficient for Oncor's transmission and distribution
lines into and out of the 5.52 acre tract, and (iii) Oncor shall be provided assurance that at
all times, including during construction of the North Main Channel, Oncor shall have
access to the 5.52 acre tract by means of an H2O rated road connected to a major
thoroughfare. Oncor will complete its relocation of all facilities at its sole cost and
expense within three years after the consummation of the land swap and acquisition of all
necessary easements Construction on the North Main Channel shall not commence until
Oncor has completed the relocation of the North Main Substation to the 5.52 acre tract.
In the event that the Exchange Agreement transaction does not close
(other than as a result of a default by Oncor), and Fort Worth and/or the applicable
Project Participants still desire to construct the North Main Channel, the requesting party
or parties shall be required to (i) purchase the 4.9 acre tract at its then fair market value,
(ii) purchase the 3.58 acre tract at its then fair market value, and (iii) reimburse Oncor for
all of its costs and expenses related to relocating the North Main Substation, the Heritage
Substation, and the North Main Switching Station excluding any betterment. Such costs
shall include all costs associated with the acquisition of new easements. Furthermore, in
the event that an acceptable alternate site for the substations and switching station costs
more than the fair market value of the 3.58 acre tract and the 4.9 acre tract, the requesting
party or parties shall pay to Oncor the difference. The fundamental principle of this
paragraph is that Oncor should be made whole and should not incur any unreimbursed
costs or expenses. In the event of default by Oncor of the Exchange Agreement, neither
Fort Worth nor any other Project Participant shall have the right to seek specific
performance against Oncor to require Oncor to sell the 4.9 acre tract and/or the 3.58 acre
tract.
As a condition precedent to the effectiveness of this MOU, Oncor and
TRWD will enter into the Exchange Agreement attached hereto as Exhibit `A".
4. Independent Oblivations
The Parties acknowledge that the Project plans are subject to revision, and
plans for the North Main Canal as currently envisioned may change and said Canal may
never be built as currently envisioned and/or the TRWD Facilities may never be built. In
the event that the land swap, as provided in the Exchange Agreement and relocation of
the North Main Substation is never required due to a change in the Project, and/or the
TRWD facilities are never built, it will have no effect on the agreement between the
Parties with respect to the relocation of Oncor facilities pursuant to and in accordance
Page4of7
TRV MOU — Fort Worth/Oncor
with any existing DSA, as set forth in Paragraph 1 of this MOU, and the obligation of
Fort Worth to pay for such relocations in accordance with Oncor's PUCT-approved
Tariff. Notwithstanding anything to the contrary herein, in the event that the Exchange
Agreement is terminated in accordance with its terms and conditions, Fort Worth shall
have the right to terminate this MOU upon provision of written notice to Oncor. In the
event that this MOU is terminated, Fort Worth shall also have the right to terminate any
DSA in effect at the time upon provision of written notice to Oncor, with the
understanding that Fort Worth shall remain liable for payment to Oncor for any work
undertaken by Oncor pursuant to and in accordance with such DSA on or prior to the
effective date of termination and for all costs and expenses incurred by Oncor to restore
its facilities to an operational condition, and Oncor shall have no obligation to refund any
amounts already paid by Forth Worth at the time of termination.
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5. Binding Nature of MOU.
It is the intent of the Parties that this MOU be a binding agreement between them
in principle with regard to the provisions set forth herein. However, the Parties also
acknowledge that each of the agreements in principle set forth herein contemplate the
execution of additional definitive agreements between the Parties, and, that the agreement
and cooperation of parties not a party to this MOU will be required to accomplish the
agreements in principle contained herein. The Parties shall have a duty of good faith and
fair dealing with regard to agreeing upon definitive agreements and dealing with
unanticipated details, as well as changes in the Project. However, neither Party shall
have any obligation that is not consistent with the general principles and agreements set
forth herein, or which increases its costs or expenses beyond what is herein contemplated.
6. Notices.
All written notices required under this MOU must be hand delivered or sent by
certified mail, return receipt requested, addressed to the proper party at the following
address:
To Oncor:
Oncor Electric Delivery Company
Attn: Fort Worth City Manager
Right of Way Office
115 West 7th Street
Fort Worth, Texas 76102
7. Governing Law.
To Fort Worth:
City of Fort Worth
Attn: TRV Project Manager
Fort Worth City Hall
1000 Throckmorton Street
Fort Worth, TX 76102
The Parties agree that this MOU shall in all respects be governed by, and
construed in accordance with, the laws of the State of Texas, (without regard to principles
of conflict of laws that would require the application of a law of another jurisdiction), and
venue shall he in Tarrant County Texas
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TRV MOU — Fort Worth/Oncor
8. Equitable Remedies.
Equitable remedies, including injunction and specific performance, shall
be available to the Parties hereto, in addition to any remedies any such Party may have at
law.
9. Counterparts.
This MOU may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be deemed to
constitute one and the same instrument, and it shall not be necessary in making proof of
this MOU to produce or account for more than one such counterpart.
10. Whole Agreement.
This MOU represents the entire understanding of the Parties in relation to
the subject matter hereof, and supersedes any and all previous agreements, arrangements
or discussions between them (whether written or oral) in respect of the subject matter
hereof.
11. Severability.
If any provision of this MOU shall be determined to be unenforceable,
void or otherwise contrary to law, such condition shall in no manner operate to render
any other provision of this MOU unenforceable, void or contrary to law and this MOU
shall continue in force in accordance with the remaining terms and provisions hereof,
unless such condition invalidates the purpose or intent of this MOU.
12. Amendment.
No amendment, modification, or alteration of the terms of this MOU shall
be binding unless it is in writing, dated subsequent to this MOU, and duly executed by
the parties hereto.
13. Governmental Powers.
By execution of this MOU, Fort Worth does not waive any of its governmental
powers or immunities, all of which are expressly reserved.
14. Third Party Rights
The provisions and conditions of this MOU are solely for the benefit of Fort
Worth, Oncor, and the Project Participants and are not intended to create any rights,
contractual or otherwise, for any other person or entity.
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TRV MOU — Fort Worth/Oncor
EXECUTED as of this zgday of 5-ferhanfl) es_ , 2012.
CITY OF FORT WORTH
By:
Name:
Title:
s5is1-ahg- Cr Ify
Manaper
ONCOR ELECTRIC DELIVERY COMPANY LLC
By:
Name:
Title:
lame
r icy, rwe
cip: 47%9 goktrors
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C C-25502 03-20-12
by:
ity J. Kay
Page 7 of 7
TRV MOU — Fort Worth/Oncor
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EXHIBIT A
REAL PROPERTY EXCHANGE AGREEMENT
THIS REAL PROPERTY EXCHANGE AGREEMENT (the "Agreement") is entered
into by and between the Tarrant Regional Water District, a water control and improvement
district (referred to herein as the "District") and Oncor Electric Delivery Company, LLC, a
Delaware limited liability company ("Oncor"), dated to be effective as of
2012 (the "Effective Date").
WHEREAS, Oncor owns fee simple title to that certain real property described in
Exhibit "A" attached hereto (hereafter, "Tract A"), on which it has constructed and operates
certain electric distribution facilities (the "Electrical Facilities");
WHEREAS, the District owns or anticipates becoming the owner of fee simple title to
that certain real property described in Exhibit "B" attached hereto (hereafter, "Tract B");
WHEREAS, the District is the local sponsor of the Trinity River Vision —Central City
Project (the "Project"), a federal public works project intended to enhance water and flood
control of the Trinity River, and in furtherance of the Project plans to construct a canal adjacent
to Tract A for interior drainage (the "Canal"), and in connection therewith has requested that
Oncor relocate the Electrical Facilities to Tract B;
WHEREAS, as authorized by Chapter 49, Texas Water Code, and other applicable law
and in accordance with the terms and conditions of this Agreement, the District and Oncor desire
to exchange their respective interests in Tract A and Tract B and thereafter use such properties
for authorized public purposes of the District and Oncor; and
NOW THEREFORE, in consideration of the mutual covenants, agreements, and
undertakings herein set forth and the recitals set forth above, which are not recitals only but form
part of this Agreement, the District and Oncor do covenant and agree as follows:
ARTICLE 1
EXCHANGE
1.1 Agreement to Exchange.
(a) Subject to the terms, provisions, and conditions set forth in this
Agreement, Oncor agrees to convey the surface estate only of Tract A to the District,
together with all and singular the rights and appurtenances pertaining to said property,
including any right, title, and interest of Oncor in and to adjacent streets, alleys, or
rights -of -way (but excluding rights to use public streets and rights of way which arise
under any franchise agreements with the City of Fort Worth (the "City")), and any
improvements, fixtures, and personal property situated on and attached to Tract A, save
and except the reservations contained in this Agreement (all of the property, rights, and
appurtenances that Oncor agrees to convey are referred to herein as "Property A").
(b) Subject to the terms, provisions, and conditions set forth in this
Agreement, the District agrees to convey the surface estate only of Tract B to Oncor
together with all and singular the rights and appurtenances pertaining to said property,
including any right, title, and interest of the District in and to adjacent streets, alleys, or
rights -of -way, and any improvements, fixtures, and personal property situated on and
attached to Tract B, save and except the reservations contained in this Agreement (all of
the property, rights, and appurtenances that the District agrees to convey are referred to
herein as "Property B").
1.2 Consideration for Exchange. It is stipulated and agreed that the mutual promises,
covenants and undertakings contained herein represent good, valuable and sufficient
consideration for this Agreement. Oncor further acknowledges that by separate Memorandum of
Understanding — Trinity River Vision Project ("MOU") the City has agreed to reimburse certain
utility relocation costs in an amount estimated to be $3,600,000, and that such reimbursements
also form part of the consideration for this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF ONCOR
Oncor represents and warrants to the District following:
2.1 Organization. Oncor is a Delaware limited liability company organized, validly
existing, and in good standing, and is duly qualified to carry on its business in the State of Texas.
2.2 Power and Authority. Oncor has all requisite power and authority to carry on its
business as presently conducted, to enter into this Agreement, and to perform its obligations
under this Agreement, including the conveyances described in Article 1.1 and the relocations and
other activities described in Article 9. The execution, delivery, and performance of this
Agreement and the transactions described in this Agreement have been duly and validly
authorized by all requisite action on the part of Oncor. The execution, delivery, and performance
of this Agreement and the transactions described in this Agreement will not violate or be in
conflict with any provision of any agreement or instrument to which Oncor is a party or by which
Oncor is bound, or any statute, law rule, regulation, judgment, decree, order, writ, or injunction
applicable to Oncor.
2.3 Binding Obligation. This Agreement has been duly executed and delivered on
behalf of Oncor. Subject to the terms and conditions set forth herein, this Agreement constitutes
a legal, valid, and binding obligation of Oncor.
2.4 Legal Actions. No suit, action, or other proceeding, including, without limitation,
a condemnation or similar proceeding or assessment is pending or, to the best of Oncor's
knowledge, threatened in any court or governmental agency against all or any part of Property A.
2.5 Real Estate Commissions Oncor has not incurred any liability for brokerage fees
or agents' commissions in connection with this Agreement
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2.6 Validity at Closing. The representations and warranties of Oncor shall be true on
the date of the Closing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE DISTRICT
The District represents and warrants to Oncor following:
3.1 Organization. The District is a water control and improvement district duly
organized, validly existing, and in good standing under the laws of the State of Texas, duly
qualified to carry on its business in the State of Texas, and possesses the power of eminent
domain under Chapter 49, Texas Water Code.
3.2 Power and Authority. The District has all requisite power and authority to carry
on its business as presently conducted, to enter into this Agreement, and to perform its
obligations under this Agreement, including the conveyances described in Article 1.1. The
execution, delivery, and performance of this Agreement and the transactions described in this
Agreement have been or will be duly and validly authorized by all requisite action on the part of
the District. The execution, delivery, and performance of this Agreement and the transactions
described in this Agreement will not violate or be in conflict with any provision of any agreement
or instrument to which the District is a party or by which the District is bound, or any statute,
law, rule, regulation, judgment, decree, order, writ, or injunction applicable to the District.
3.3 Binding Obligation. This Agreement has been duly executed and delivered on
behalf of the District. Subject to the terms and conditions set forth herein, this Agreement
constitutes a legal, valid, and binding obligation of the District.
3.4 Legal Actions. No suit, action, or other proceeding, including, without limitation,
a condemnation or similar proceeding or assessment, is pending or, to the best of the District's
knowledge, threatened in any court or governmental agency against all or any part of Property B.
3.5 Real Estate Commissions. The District has not incurred any liability for
brokerage fees or agents' commissions in connection with this Agreement.
3.6 Validity at Closing. The representations and warranties of the District shall be
true on the date of the Closing.
ARTICLE 4
SURVEY, INSPECTION, AND TITLE TO PROPERTY A
4.1 Survey. The District has obtained a survey of Property A at its expense, a copy of
which is attached hereto as Exhibit "A."
4.2 Inspection. Beginning five (5) days after the date of this Agreement, the District
shall have the right to:
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(a) enter and inspect all or any part of Property A;
(b) conduct soil analysis, core drilling, or other tests of the surface or
subsurface of Property A, provided that the tests do not unreasonably interfere with
Oncor's use of Property A; and
(c) make such other inspections of Property A and matters related thereto as
the District may determine are reasonably necessary.
Provided however, that if the District wishes to inspect any part of Property A consisting of
Electrical Facilities, the District and its agents and contractors shall be accompanied at all times
by Oncor personnel, shall abide by all reasonable restrictions and requirements of Oncor, and all
applicable laws, rules and regulations. The District agrees to give Oncor ten (10) days' notice
prior to performing such inspections. Oncor agrees to reasonably cooperate with the District's
inspection(s) of Property A. In the event that any inspection conducted by the District reveals
any fact, matter or condition to exist with respect to Property A that is unacceptable to the
District in its sole and absolute discretion, the District, upon written notice to Oncor, shall be
entitled to terminate this Agreement by providing written notice of termination to Oncor prior to
the Closing, and thereafter the District shall have no further liability or obligation hereunder.
4.3 Commitment. Within twenty (20) business days after the Effective Date of this
Agreement, Oncor shall, at its sole cost and expense, cause to be furnished to the District a
Commitment for Title Insurance ("Commitment") issued by Rattikin Title Company setting forth
the state of the title to Property A and all exceptions, including easements, restrictions, rights -of -
way, covenants, reservations, and other conditions, if any, affecting Property A which would
appear in an Owner's Title Policy, if issued. Along with such Commitment, Oncor shall also
furnish the District, at Oncor's sole cost and expense, with true, legible copies of all documents
("Title Documents") affecting the title to Property A, including all those referenced in the
Commitment.
4.4 Review of Survey and Commitment; the District Obiections In the event any
matters reflected in the Commitment, Title Documents or Survey applicable to Property A (other
than the standard printed exceptions) are unacceptable to the District, then the District shall,
within twenty (20) business days after the District s receipt of the last of such Commitment and
Title Documents (such twenty (20) business day period is referred to as the "District Objection
Period"), notify Oncor in writing of all unacceptable matters (the "District Obiections"), provided
that the District shall not be required to object to Schedule C items in the Commitment, which
shall be deemed to be District Objections Oncor will have sixty (60) business days from receipt
of the District s notice to notify the District in writing whether Oncor agrees to cure the District
Objections before Closing (such notice referred to as the "Oncor Cure Notice') If Oncor does
not timely give the Oncor Cure Notice or timely gives the Oncor Cure Notice but does not agree
to cure all of the District Objections before Closing, the District may, within twenty (20) business
days after the deadline for the giving of the Oncor Cure Notice, notify Oncor in writing that this
Agreement is terminated, and thereafter the District shall have no further liability or obligation
hereunder. If such notice of termination is not delivered to Oncor within such twenty (20)
business day period, the District shall be deemed to have accepted such title as Oncor can deliver
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Any exceptions to title or other matters reflected by the Survey, the Commitment (with the
exception of Schedule C items, which shall be deemed to be District Objections) or the Title
Documents (i) to which the District does not object within the District Objection Period or (ii) to
which the District objects but which Oncor does not agree to cure, shall be deemed to be
Permitted Exceptions (herein so called), subject in the latter case, however, to the District s right
of termination as hereinabove provided.
ARTICLE 5
SURVEY, INSPECTION, AND TITLE TO PROPERTY B
5.1 Survey. The District has obtained a survey of Property B at its expense, a copy of
which is attached hereto as Exhibit "B."
5.2 Inspection. Beginning five (5) days after the Effective Date of this Agreement,
Oncor all have the right to:
(a) enter and inspect all or any part of Property B;
(b) conduct soil analysis core drilling, or other tests of the surface or
subsurface of Property B, provided that the tests do not unreasonably interfere with the
District's use, if any, of Property B;
(c) conduct an inventory of all personal property and fixtures on Property B;
and
(d) make such other inspections of Property B and matters related thereto as
Oncor may determine are reasonably necessary.
Oncor agrees to give the District ten (10) days' notice prior to performing such inspections The
District agrees to reasonably cooperate with Oncor's inspection(s) of Property B. In the event
that any inspection conducted by Oncor reveals any fact, matter or condition to exist with respect
to Property B that is unacceptable to Oncor in its sole and absolute discretion, Oncor, upon
written notice to the District, shall be entitled to terminate this Agreement by providing written
notice of termination to the District prior to the Closing, and thereafter Oncor shall have no
further liability or obligation hereunder.
5.3 Commitment. Within twenty (20) business days after the date of this Agreement,
the District shall, at the District s sole cost and expense, cause to be furnished to Oncor a
Commitment issued by Rattikin Title Company setting forth the state of the title to Property B
and all exceptions including easements, restrictions, rights -of -way, covenants, reservations, and
other conditions, if any affecting Property B which would appear in an Owner's Title Policy, if
issued. Along with such Commitment, the District shall also furnish Oncor, at the District s sole
cost and expense, with true, legible copies of all Title Documents affecting the title to Property
B, including all those referenced in the Commitment.
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5.4 Review of Survey and Commitment; the Oncor Obtections In the event any
matters reflected in the Commitment, Title Documents or Survey applicable to Property B (other
than the standard printed exceptions) are unacceptable to Oncor, then Oncor shall, within twenty
(20) business days after Oncor's receipt of the last of such Survey, Commitment and Title
Documents (such twenty (20) business day period is referred to as the "Oncor Obiection
Period"), notify the District in writing of all unacceptable matters (the "Oncor Obtections"),
provided that Oncor shall not be required to object to Schedule C items in the Commitment,
which shall be deemed to be Oncor Objections. The District will have sixty (60) business days
from receipt of Oncor's notice to notify Oncor in writing whether the District agrees to cure the
Oncor Objections before Closing (such notice referred to as the "District Cure Notice"). If the
District does not timely give the District Cure Notice or timely gives the District Cure Notice but
does not agree to cure all of the Oncor Objections before Closing, Oncor may, within twenty (20)
business days after the deadline for the giving of the District Cure Notice, notify the District in
writing that this Agreement is terminated, and thereafter Oncor shall have no further liability or
obligation hereunder. If such notice of termination is not delivered to the District within such
twenty (20) business day period, Oncor shall be deemed to have accepted such title as the District
can deliver. Any exceptions to title or other matters reflected by the Survey, the Commitment
(with the exception of Schedule C items, which shall be deemed to be Oncor Objections) or the
Title Documents (i) to which Oncor does not object within the Oncor Objection Period or (ii) to
which Oncor objects but which the District does not agree to cure, shall be deemed to be
Permitted Exceptions (herein so called), subject in the latter case, however, to Oncor's right of
termination as hereinabove provided.
ARTICLE 6
USE OF PROPERTY
6.1 Use of Properly A. During the period from the date of this Agreement to the date
of the Closing, Oncor shall:
(a) use all reasonable efforts to cause Property A to be used, maintained, and
operated in a manner consistent with the use of Property A on the date of this Agreement
and
(b) promptly notify the District of any suit, action, or any legal proceeding
involving all or any part of Property A that arises prior to the date of the Closing with
respect to which Oncor receives actual notice.
6.2 Use of Property B. During the period from the date of this Agreement to the date
of the Closing, the District shall:
(a) use all reasonable efforts to cause Property B to be used, maintained, and
operated in a manner consistent with the use of Property B on the date of this Agreement
and
6
(b) promptly notify Oncor of any action, suit, or any legal proceeding
involving all or any part of Property B that arises prior to the date of the Closing with
respect to which the District receives actual notice.
ARTICLE 7
RESERVATIONS AND CONDITION OF PROPERTY
7.1 Reservation of Minerals.
(a) Oncor shall reserve to itself, its successors and assigns, all oil, gas and
other minerals lying upon the surface of, or at any depth under Property A, including, but
not limited to, all minerals and other substances such as coal, lignite, sulphur, gypsum,
potash limestone, gravel and any other substance, whether similar or dissimilar.
Notwithstanding such reservation, Oncor will waive all rights of ingress and egress to the
surface of Property A for the purpose of exploring, developing, or mining for the reserved
minerals; provided, however neither Oncor nor any mineral lessee shall be prevented
from developing or producing the oil, gas and other minerals in and under Property A by
pooling, directional drilling under Property A or other means from wellsites located on
lands other than Property A, so long as such actions do not interfere with the use of the
surface of Property A, including subjacent and lateral support for all structures or other
improvements or facilities now or hereafter constructed on Property A. The Deed to the
District shall so provide.
(b) The District shall reserve to itself, its successors and assigns, all oil, gas
and other minerals lying upon the surface of, or at any depth under, Property B including,
but not limited to, all minerals and other substances such as coal lignite sulphur,
gypsum, potash, limestone, gravel and any other substance, whether similar or dissimilar.
Notwithstanding such reservation the District will waive all rights of ingress and egress
to the surface of Property B for the purpose of exploring, developing, or mining for the
reserved minerals provided, however, neither the District nor any mineral lessee shall be
prevented from developing or producing the oil, gas and other minerals in and under
Property B by pooling directional drilling under Property B or other means from
wellsites located on lands other than Property B, so long as such actions do not interfere
with the use of the surface of Property B, including subjacent and lateral support for all
structures or other improvements or facilities now or hereafter constructed on Property B.
The Deed to Oncor shall so provide.
7.2 Reservation of Electrical Facilities. In the Deed to the District, Oncor shall
reserve to itself, and shall remove or cause to be removed from Property A as provided in Article
9 hereinbelow, all Electrical Facilities and other personal property, improvements, fixtures and
equipment located in, upon or under Property A.
7.3 Reservation of Easement-Oncor In the Deed to the District, Oncor shall reserve
an exclusive easement for continued use of Property A for electric distribution purposes
consistent with the current use of said property. The Easement will terminate at such time as
7
Oncor has relocated its Electrical Facilities located thereon, as provided in Article 9 hereinbelow.
Notwithstanding the exclusivity of the Easement, the District shall have the right to enter upon,
inspect, and perfoun tests on the portions of Property A not containing sub -fenced electrical
facilities in a manner consistent with the conditions and limitations set forth in Article 4.2 of this
Agreement.
7.4 Reservation of Easement -District. In the deed to Oncor, the District will reserve
an easement to use Property B for its purposes until such time as Oncor actually begins the
relocation of the Electrical Facilities from Property A to Property B.
7.5 Condition of Property.
(a) The District and its representatives, prior to the date of Closing, will have
been afforded the opportunity to make such inspections of Property A and matters related
thereto as the District and its representatives desire The District acknowledges and
agrees that Property A is to be conveyed to and accepted by the District in an "as is'
condition, with all faults. Oncor makes no representations or warranties of any kind
whatsoever either express or implied, with respect to the condition of Property A; in
particular, but without limitation Oncor makes no representations or warranties with
respect to the use, condition, occupation or management of Property A, or compliance
with applicable statutes, laws, codes, ordinances, regulations, requirements, covenants,
conditions and restrictions (whether or not of record). The District acknowledges that it
is entering into this Agreement on the basis of the District's own investigation of the
physical and environmental conditions of Property A, including subsurface conditions,
and the District assumes the risk that adverse physical and environmental conditions may
not have been revealed by its investigation. The District acknowledges that
notwithstanding any prior or contemporaneous oral or written representations, statements,
documents or understandings, this Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and the purchase and sale of Property A
and supersedes any such prior or contemporaneous oral or written representations,
statements, documents or understandings.
(b) Oncor and its representatives, prior to the date of Closing, will have been
afforded the opportunity to make such inspections of Property B and matters related
thereto as Oncor and its representatives desire Oncor acknowledges and agrees that
Property B is to be conveyed to and accepted by Oncor in an "as is" condition, with all
faults. The District makes no representations or warranties of any kind whatsoever, either
express or implied, with respect to the condition of Property B; in particular, but without
limitation, the District makes no representations or warranties with respect to the use,
condition, occupation or management of Property B, or compliance with applicable
statutes, laws, codes, ordinances, regulations, requirements, covenants, conditions and
restrictions (whether or not of record). Oncor acknowledges that it is entering into this
Agreement on the basis of Oncor's own investigation of the physical and environmental
conditions of Property B including subsurface conditions, and Oncor assumes the risk
that adverse physical and environmental conditions may not have been revealed by its
8
investigation. Oncor acknowledges that notwithstanding any prior or contemporaneous
oral or written representations, statements, documents or understandings, this Agreement
constitutes the entire understanding of the parties with respect to the subject matter hereof
and the purchase and sale of Property B and supersedes any such prior or
contemporaneous oral or written representations, statements, documents or
understandings.
ARTICLE 8
CLOSING
8.1 Conditions to Oncor's Obligations at Closing. The obligations of Oncor at the
Closing are subject to the satisfaction of the following conditions:
(a) all representations and warranties of the District in this Agreement shall be
true in all material respects;
(b) the District shall have performed and satisfied all covenants and
agreements required by this Agreement in all material respects; and
(c) the District and the City shall have performed and satisfied all covenants
and agreements in all material respects required by the MOU by and between the City and
Oncor, a fully executed copy of which is attached hereto as Exhibit C.
8.2 Conditions to the District's Obligations at Closing. The obligations of the District
at the Closing are subject to the satisfaction of the following conditions:
(a) approval of the terms and conditions of this Agreement by the Board of
Directors of the District;
(b) acquisition by the District of fee simple title to Property B;
(c) all representations and warranties of Oncor in this Agreement shall be true
in all material respects; and
(d) Oncor shall have performed and satisfied all covenants and agreements
required by this Agreement in all material respects.
8.3 Date of Closing. The closing ("Closing") shall occur within fifteen (15) business
days after the date all conditions of Article 8.1 and Article 8.2 have been satisfied. However,
notwithstanding anything contained in this Agreement to the contrary, in the event that all
conditions contained in Article 8.1 and 8.2 have not been met on or before December 31, 2014,
then this Agreement shall terminate and be of no further force or effect unless the Closing date is
extended by the mutual agreement of the parties.
8.4 Place of Closing. The Closing shall be held at the offices of the District or at such
other place as may be mutually agreed.
9
8.5 Obligations at Closing. At the Closing the following events shall occur, each
being a condition precedent to the other events and each being deemed to have occurred
simultaneously with the other events:
(a) Oncor shall deliver to the District a duly executed and acknowledged
Special Warranty Deed in a form acceptable to the District's counsel conveying good and
indefeasible title in fee simple to the surface estate only of all of Property A, free and
clear of any and all liens, encumbrances, conditions, easements, assessments, and
restrictions, except for the Permitted Exceptions and the reservations described in Article
7 of this Agreement;
(b) Oncor shall deliver to the District a Texas Owner's Title Policy, at
Oncor's sole expense, issued by Rattikin Title Company in the District's favor in the full
amount of the value of Property A, which value shall be determined by multiplying the
square footage of Property A as determined by the Property A Survey by Fifteen Dollars
($15.00) per square foot, insuring the District's fee simple title to Property A subject only
to those title exceptions listed in subsection (a) above, and the standard printed
exceptions contained in the usual fonui of Texas Owner's Title Policy, provided,
however:
(i) the boundary and survey exceptions shall be deleted; and
(ii) the exception as to restrictive covenants shall be endorsed "None
of Record";
(c) Oncor shall deliver to the District possession of Property A, subject to
(i) the reservations described in Article 7 of this Agreement; and
(ii) the Permitted Exceptions.
(d) the District shall deliver to Oncor a duly executed and acknowledged
Special Warranty Deed in a form acceptable to Oncor s counsel conveying good and
indefeasible title in fee simple to the surface estate only of all of Property B free and clear
of any and all liens, encumbrances, conditions, easements, assessments, and restrictions,
except for the Permitted Exceptions and the reservations described in Article 7 of this
Agreement;
(e) the District shall deliver to Oncor a Texas Owner's Title Policy, at the
District's sole expense, issued by Rattikin Title Company in Oncor's favor in the full
amount of the value of Property B, which value shall be as determined by Article 8.5(b)
above insuring Oncor s fee simple title to Property B subject only to those title
exceptions listed in subsection (d) above and the standard printed exceptions contained
in the usual form of Texas Owner's Title Policy, provided, however;
(i) the boundary and survey exceptions shall be deleted; and
10
(ii) the exception as to restrictive covenants shall be endorsed, "None
of Record";
(0 the District shall deliver to Oncor possession of Property B, subject to the
reservations described in Article 7 of this Agreement and subject to the Permitted
Exceptions; and
(g) each party shall sign and deliver a written statement to the City that the
Closing has occurred and that both parties have fulfilled all obligations under this
Agreement through the date of said Closing.
8.6 Taxes. Ad valorem taxes and applicable special assessments, if any, shall be
prorated at the Closing effective as of the Closing Date, based on currently available information
and shall not be thereafter adjusted. Oncor shall be solely responsible for all prorated taxes and
assessments applicable to Property A. The District shall be solely responsible for all prorated
taxes and assessments applicable to Property B.
ARTICLE 9
POST -CLOSING OBLIGATIONS
9.1 Removal and Relocation of Electrical Facilities. Oncor agrees, within thirty-six
(36) months after the date notice to relocate is provided by the District to relocate its Electrical
Facilities from Tract A to a location on Tract B at its sole cost, risk and expense, and to remove
from Tract A all personal property, improvements, fixtures and equipment.
9.2 Construction of Canal. The District shall not commence construction of the Canal
until Oncor has completed the relocation of its Electrical Facilities to Tract B.
9.3 Easements. The District shall have no obligation to acquire easements for
Oncor's transmission and distribution lines into or out of Tract B but will grant Oncor easements
for such purpose across any adjacent property owned by the District. Oncor agrees to locate its
distribution lines underground under existing and proposed public streets adjoining Tract B in
accordance with the terms and conditions of Oncor's Public Utility Commission of Texas
approved Tariff.
ARTICLE 10
TRWD SUBSTATION
10.1 Anticipated Need for New Substation As part of the Project, the District intends
to install the TRWD Facilities (as defined in the MOU) which may require the construction of
the Peninsula Substation (as defined in the MOU). The District and Oncor agree that the terms
and conditions, as well as the obligations of the District and Oncor with regard to the Peninsula
Substation are incorporated herein.
11
ARTICLE 11
NO BROKERS
Oncor and the District each represent and warrant to the other that there are no claims for
broker's commissions or finder's fees in connection with the execution and delivery of this
Agreement and Oncor and the District each agree to hold the other harmless from all liabilities
arising from a breach of the representation and warranty made by such party herein, including,
without limitation, attorneys' fees and related court costs.
ARTICLE 12
TERMINATION OF AGREEMENT
12.1 Termination by Oncor. Oncor may terminate this Agreement in the event the
conditions stated in Article 8.1 have not been satisfied in all material respects or waived on the
date of the Closing.
12.2 Termination by the District. The District may terminate this Agreement in the
event the conditions stated in Article 8.2 have not been satisfied in all material respects or
waived on the date of the Closing.
ARTICLE 13
MISCELLANEOUS
13.1 Assignment of Contract. This Agreement may not be assigned by either party
without the prior written consent of the other party. Any unauthorized purported assignment or
delegation of any duties hereunder, without the prior written consent of the other party, shall be
void and shall constitute a material breach of this Agreement
13.2 Notices. Any notice required or permitted under this Agreement shall be in
writing and shall be deemed to have been made when personally delivered, or if mailed, when
received by the following person at the indicated address:
(a) to Oncor: Oncor Electric Delivery Company
115 W. 7th Street
Fort Worth, Texas 76101
Attn• Legal Department
(b) to the District:
Tarrant Regional Water District
800 E North Side Drive
Fort Worth, Texas 76102
Attn.: Real Property Director
12
13.3 Applicable Law. This Agreement shall be construed under and in accordance
with the laws of the State of Texas, and exclusive venue for any litigation arising from this
Agreement shall be in Tarrant County, Texas.
13.4 Parties Bound. This Agreement shall be binding on and inure to the benefit of the
parties to this Agreement and their respective successors and permitted assigns. Third persons
not privy hereto shall not, in any form or manner, be considered a third -party beneficiary of this
Agreement Each party hereto shall be solely responsible for the fulfillment of its own contracts
or commitments.
13.5 Severability of Provisions. To the extent permitted by law, a holding by any court
that any provision in this Agreement is invalid, illegal, or unenforceable in any respect shall not
affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been a part of this Agreement.
13.6 No Limitation of Remedies. Nothing in this Agreement shall be construed to
limit any legal or equitable remedy of the parties, except that in no event may either party seek
specific performance of this Agreement.
13.7 Prior Agreements Superseded. This Agreement constitutes the entire
understanding between the parties and supersedes any prior negotiations, discussions,
agreements, and understandings between the parties with respect to the subject matter of this
Agreement.
13.8 Expenses. Except as otherwise provided in this Agreement, all fees, costs, and
expenses incurred in negotiating this Agreement or completing the transactions described in this
Agreement shall be paid by the party incurring the fee, cost, or expense.
13.9 Amendments and Waivers. This Agreement may not be amended except in a
writing specifically referring to this Agreement and signed by Oncor and the District. A right
created under this Agreement may not be waived except in a writing specifically referring to this
Agreement and signed by the party waiving the right.
13.10 Counterparts. This Agreement may be executed in multiple counterparts, and may
be signed and transmitted by facsimile or by scan and attachment to an email transmission Such
signatures shall be considered an original signature, and the agreement transmitted shall be
considered to have the same binding legal effect as an original signature on the Agreement.
13.11 Immunity. It is expressly understood and agreed that, in the execution of this
Agreement, the District does not waive, nor shall be deemed hereby to waive any immunity or
defense that would otherwise be available to it against claims arising in the exercise of its
governmental powers and functions. By entering into this Agreement the parties do not intend to
create any obligations, expressed or implied, other than those set forth herein and this Agreement
shall not create any rights in parties not signatories hereto.
13
13.12 Authorization. The undersigned officers and/or agents of the parties hereto are
properly authorized officials and have the necessary authority to execute this Agreement on
behalf of the parties hereto, and each party hereby certifies to the other that any necessary actions
extending such authority have been duly passed and are now in full force and effect.
13.13 Deadlines. All deadlines in this Agreement expire at 5 00 P.M. local time. If a
deadline falls on a Saturday, Sunday, or local holiday, the deadline will be extended to the next
day that is not a Saturday, Sunday, or local holiday. A local holiday is a holiday observed by the
county courts of Tarrant County, Texas.
13.14 Effective Date. The Effective Date of this Agreement shall be the date on which
both the District and Oncor have executed the Agreement.
13.15 Survival. The provisions of Articles 9, 10 and 13.15 shall survive the Closing.
13.16 Conflict with MOU. Nothing contained in the Agreement shall amend or modify
any term or condition contained in the MOU and in the event of conflict between any term or
condition in this Agreement and any term or condition in the MOU, the MOU shall prevail.
EXECUTED in triplicate in Fort Worth, Tarrant County, Texas to be effective as of the
date set forth in the preamble to this Agreement
ONCOR: DISTRICT:
ONCOR ELECTRIC DELIVERY
COMPANY, LLC, a Delaware limited liability
company
By:
Its:
Date:
Tarrant Regional Water District,
a water control and improvement district
By:
Its:
Date:
P:\TRWD\Trinity River Vision\Property Acquisitions\Oncor Exchange\Exchange Agreement (LFC rl 03-I3-I2).doc
14
Tariff for Retail Delivery Service
TXU Electric Delivery Company
6.3 Agreements and Forms [EXHIBIT B
Applicable: Entire Certified Service Area
Effective Date: January 1, 2002
6.3.4 Discretionary Service Agreement
Page 10 of 23
Revision: Ori Ic nai
This Discretionary Service Agreement ("Agreement') is made and entered into this i day of , 20 , by Oncor
Electric Delivery Company LLC ("Oncor Electric Delivery Company' or "Company"), a Delaware limited liability company and distribution
utility, and ("Customer"), a [specify whether individual or corporation, and if
corporation name state, municipal corporation, cooperative corporation, or other], each hereinafter sometimes referred to individually as
Party" or both referred to collectively as the "Parties". In consideration of the mutual covenants set forth herein, the Parties agree as
follows:
1.Discretionary Services to be Provided -- -Company agrees to provide, and Customer agrees to pay for, the following discretionary
services in accordance with this Agreement LSpecify below or in an attached exhibit the discretionary service(s) to be provided, the
applicable rate schedule(s), the location at which discretionary service(s) will be provided, and any supplemental terms and conditions
applicable to such servlce(s).]
2.Nature of Service and Company's Retail Delivery Service Tariff -- Any discretionary services covered by this Agreement will be
provided by Company, and accepted by Customer In accordance with applicable Public Utility Commission of Texas ("PUCT°)
Substantive Rules and Company's Tariff for Retail Delivery Service (Including the Service Regulations contained therein), as It may from
time to time be fixed and approved by the PUCT ("Company's Retail Delivery Tariff'). During the term of this Agreement, Company Is
entitled to discontinue service, Interrupt service or refuse service initiation requests under this Agreement In accordance with applicable
PUCT Substantive Rules and Company's Retail Delivery Tariff. Company's Retail Delivery Tariff is part of this Agreement to the same
extent as if fully set out herein. Unless otherwise expressly stated In this Agreement, the terms used herein have the meanings ascribed
thereto in Company's Retail Delivery Tariff.
3.Discretionary Service Charges -- Charges for any discretionary services covered by this Agreement are determined in accordance
with Company's Retail Delivery Tariff. Company and Customer agree to comply with PUCT or court orders concerning discretionary
service charges.
4. Term and Termination This Agreement becomes effective upon acceptance by and eeontinues in effect until Termination of this
Agreement does not relieve Company or Customer of any obligation accrued or accruing prior to termination.
5.No Other Obligations -- This Agreement does not obligate Company to provide, or entitle Customer to receive, any service not
expressly provided for herein. Customer is responsible for making the arrangements necessary for it to receive any further services that
it may desire from Company or any third party.
6.Goveming Law and Regulatory Authority -- This Agreement was executed in the State of Texas and must In all respects be
governed by, interpreted, construed, and enforced In accordance with the laws thereof. This Agreement Is subject to all valid, applicable
federal, state, and local laws, ordinances, and rules and regulations of duly constituted regulatory authorities having Jurisdiction.
7.Amendrnent -This Agreement may be amended only upon mutual agreement of the Parties, which amendment will not be effective
until reduced to writing and executed by the Parties. But changes to applicable PUCT Substantive Rules and Company's Retail Delivery
Tariff are applicable to this Agreement upon their effective date and do not require an amendment of this Agreement.
8.Entirety of Agreement and Prior Agreements Superseded -- This Agreement, including all attached Exhibits, which are expressly
made a part hereof for all purposes, constitutes the entire agreement and understanding between the Parties with regard to the service(s)
expressly provided for in this Agreement. The Parkes are not bound by or liable for any statement, representation, promise, inducement,
understanding, or undertaking of any kind or nature (whether written or oral) with regard to the subject matter hereof not set forth or
provided for herein. This Agreement replaces all prior agreements and undertakings, oral or written, between the Parties with regard to
the subject matter hereof, including without limitation [specify any prior agreements being
superseded], and all such agreements and undertakings are agreed by the Parties to no longer he of any force or effect. It is expressly
acknowledged that the Parties may have other agreements covering other services not expressly provided for herein, which agreements
are unaffected by this Agreement
9. Notices Notices given under this Agreement are deemed to have been duly delivered if hand delivered or sent by
United States certified mail, return receipt requested, postage prepaid, to:
(a) If to Company:
(b)
Attn:
Energy Plaza
1601 Bryan Street, Floor
Dallas, Texas 75201- 3402
1
1
1
4
i
•
•
1
1
•
•
•
•
•
•
Tariff for Retail Delivery Service
TXU Electric Delivery Company
6.3 Agreements and Forms
Applicable: Entire Certified Service Area
Effective Date: January 1, 2002
(b) If to Customer:
Page 11 of 23
Revision: Original
The above -listed names, titles, and addresses of either Party may be changed by written notification to the other.
10. Invoicing and Payment.— Invoices for any discretionary services covered by thls Agreement will be
mailed by Company to the following address (or such other address directed in writing by Customer) unless Customer Is
capable of receiving electronic Invoicing from Company in which case Company Is entitled to transmit electronic invoices
to Customer.
If Company transmits electronic invoices to Customer Customer must make payment to Company by electronic funds
transfer. Electronic Invoicing and payment by electronic funds transfer will be conducted In accordance with Company's
standard procedures. Company must receive payment by the due date spedfled on the Invoice If payment is not
received by the Company by the due date shown on the invoice, a late fee will be calculated and added to the unpaid
balance untll the entire invoice Is paid The late fee will be 5% of the unpaid balance per invoice period.
11 No Waiver -- The failure of a Party to this Agreement to Insist, on any occasion upon strict
performance of any provision of this Agreement will not be considered to waive the obligations, rights, or duties Imposed
upon the Parties.
12. Taxes — All present or future federal, state, municipal, or other lawful taxes or fees applicable by
reason of any service performed by Company, or any compensation paid to Company, hereunder must be paid by
Customer.
13. Headings — The descriplive headings of the various articles and sections of this Agreement have
been inserted for convenience of reference only and are to be afforded no significance in the interpretation or construction
of this Agreement.
14. Muitiple Counterparts — This Agreement may be executed In two or more counterparts, each of
which Is deemed an original but all constitute one and the same instrument.
15. Other Terms and Conditions
•
IN WITNESS WHEREOF, the Parties have caused this Agreement to be sign by their respective duly
authorized representatives.
Oncor Electric Delivery Company LLC
BY:
(Customer]
BY:
TITLE: TITLE:
DATE: DATE:
3 119IHX3
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pREFERRED
ONCOR
SUBSTATION
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EXISTING ONCOR
DISTRIBUTION ALLGAINIENT
DOSING ONCOR
TRASMISSION ALIGNMENT
OCISTDiG MOOR
STRUCTURE TO RDMA.AI
MaSTING MOOR
STRUCTURE TO BE OVED
PROPOSED 04103R
ALIGNMENT
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11 TARRANT
Dsctamer.
Th's dab is an approximation based upon the best informaten
available at the time of printng Information contained on this
map is intended for general pann ng level use only and may not
have been prepared for or be sutable for legal, engineenrg, or
sutveyng purposes. It does not represent an on -the -ground survey
and only represents the approximate relative location of property
boundaries. The Tarrant Reg`onal Water Dstrict is not IiatJe for
muse of the information or derivativeproductsresulting from this ma
EXHIBIT D
LEGEND
ONCOR PROPERTY
TRWD PROPERTY
PROPOSED ONCOR SUBSTATION
M&C Review Page 1 of 2
(-CZ ri ilDUNCT,1"
AGENDA
Official site of the City of Fort Worth, Texas
FORI %%ijknl
Thlre
COUNCIL ACTION: Approved on 3/20/2012
DATE: 3/20/2012 REFERENCE NO.: C-25502 LOG NAME: AGREEMENT
06ONCOR TRV
CODE: C TYPE: NON- PUBLIC
CONSENT HEARING: NO
SUBJECT: Authorize Execution of Memorandum of Understanding and Master Utility Relocation
Agreement with Oncor Electric Delivery Company LLC, Outlining Responsibilities and
Processes for Utility Relocations Required by Trinity River Vision -Central City Project
(COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Memorandum of Understanding and,
if necessary, a Master Utility Relocation Agreement with Oncor Electric Delivery Company LLC,
outlining responsibilities and processes for utility relocations required by the Trinity River Vision -
Central City project.
DISCUSSION:
On June 3, 2003, (M&C G-13989) City Council adopted the Trinity River Vision Master Plan as a
guide for future development along the Trinity River and its major tributaries. The Tarrant Regional
Water District (TRWD), in cooperation with Streams and Valleys, Inc., the United States Army Corps
of Engineers and the City of Fort Worth led the effort to prepare the master plan.
The Trinity River Vision -Central City project will alter the flow of the Trinity River at the confluence of
the Clear and West Forks near Downtown with a primary purpose of reducing Central City flooding
threats. The project will also better control the flow of the Trinity River so as to allow greater public
access to the river, increased recreational opportunities, ecosystem enhancements, and an urban
waterfront that will enable economic redevelopment efforts. The City Council, the Tarrant County
Commissioners Court, the TRWD board and Streams and Valleys, Inc., have all endorsed the Trinity
River Vision -Central City project.
Over the past year, Oncor and the City have had multiple discussions with respect to who ultimately
bears the financial responsibility for an estimated $3 million worth of Oncor utility relocations that are
required as a result of the Trinity River Vision -Central City project. The relocations involve facilities
located in public rights -of -way and are necessary for construction of both the bypass channel and
related street and bridge work. Due to the need to consolidate Oncor facilities in a more efficient
manner to enable new storm drainage systems and to open up additional acreage for redevelopment
within Trinity Uptown, these discussions have culminated in an Agreement for Oncor to pay 100
percent of the cost to consolidate its facilities located south of Northeast Fourth Street between Main
and Calhoun in return for the City and TRWD paying for the cost of utility relocations required by the
project. Oncor's facility consolidation is being made possible via separate Agreements between
Oncor and TRWD, which recently acquired additional property from the Tarrant County College
District to facilitate Oncor's consolidation. This settlement has been reached with the primary purpose
and intent of completing the project in a timely and successful manner without the need for either
party to pursue legal action.
Oncor is expected to invoice the City for utility relocations required for the project's road and bridge
work, which is being directed by the City, as relocation work is completed. These invoices will be paid
for with funds advanced by TRWD. TRWD will be reimbursed for these expenses under its
Agreement with the board of directors of Tax Increment Reinvestment Zone Number Nine, City of
http://apps.cfwnet.org/council packet/mc_review.asp?ID=16571 &councildate 3/20/2012 9/24/2012
M&C Review Page 2 of 2
Fort Worth, Texas (TRV TIF). As a result, this Agreement will have no financial impact on the City's
general fund or capital improvement funds.
This project is located in COUNCIL DISTRICT 2 and will benefit ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for Citv Manager's Office bv: Fernando Costa (6122)
Originating Department Head: Randle Harwood (6101)
Additional Information Contact: Mark Rauscher (2446)
ATTACHMENTS
http://apps.cfwnet.org/council packet/mc review.asp?ID=16571&councildate=3/20/2012 9/24/2012