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ST9902-CN130423 Bryan Williams €590R Oncor Transmission Division 115 W.7th Street Suite 1117 Fort Worth,TX 76102 Tel 817 215 6285 Fax 817 215 6961 bryanwilliams@txued.com April 4, 2013 Ken Griffin P. E. City Engineer 265 Parkway Blvd. Coppell,TX 75019 Re: Coppell-Apollo 69 kV Line Removal Oncor Electric Delivery Company(Transmission) Discretionary Service Agreement Dear Mr. Griffin: Enclosed are two signed originals of Oncor Electric Delivery Company(Transmission) Discretionary Service Agreement for the above referenced projcct. Please return one signed original to me at this office and retain one original for your records. Sincerely, ///-- Bryan Williams Tariff for Retail Delivery Service Oncor Electric Delivery Company LLC 6.3 Agreements and Forms Applicable: Entire Certified Service Area Page 1 of 3 Effective Date:January 1,2002 Revision:Original 6.3.4 Discretionary Service Agreement This Discretionary Service Agreement ("Agreement')is made and entered into this_day of , 20_, by Oncor Electric Delivery Company LLC ("Company" , a Delaware limited liability company and distribution utility, and City of Coppell ("Customer") 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. The proposed alignment of Sandy Lake Road parallels the "Company's" Coppell-Apollo 69 kV Line. All of the structures between Coppell Substation and Denton Tap Road will be removed to accommodate this roadway. The"Customer"will grant to the"Company"an easement in form for the section of line to be removed. This agreement includes the cost to remove the existing structures and terminate the remainder of the line east of Denton Tap Road. 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 on and continues 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.Governing 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. Amendment--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 Parties 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 be 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: Oncor Electric Delivery Company Attn:Bryan Williams 115 W.7th St. Suite 1105 Ft.Worth,Texas 76102 Tariff for Retail Delivery Service Oncor Electric Delivery Company LLC 6.3 Agreements and Forms Applicable: Entire Certified Service Area Page 2 of 3 Effective Date:January 1,2002 Revision:Original (b) If to Customer: Ken Griffin P.E. City Engineer 265 Parkway Blvd. Coppell,TX 75019 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 this 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. Oncor Electric Delivery P.O.Box 910104 Dallas,TX 75391-0104 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 specified 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 until 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 (other than federal income taxes) applicable by reason of any service performed by Company, or any compensation paid to Company, hereunder must be paid by Customer. 13. Headings -- The descriptive 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. Multiple 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—NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT TO THE CONTRARY,THE PARTIES HEREBY AGREE THAT: 15.1 Relocation Costs. Customer shall pay to Company the amount of$45,000.00. 15.2 Completion Date. Company shall in good faith attempt to complete the services as soon as reasonably possible,but does not commit to a date certain for such completion Tariff for Retail Delivery Service Oncor Electric Delivery Company LLC 6.3 Agreements and Forms Page 3 of 3 Applicable: Entire Certified Service Area Revision:Original Effective Date:January 1,2002 IN WITNESS WHEREOF, the Parties have caused this Agreement to be sign by their respective duly authorized representatives. ONCOR ELECTRIC DELIVERY COMPANY LLC City of Copp II BY: h By: Name: Justin Johnso Name: Clay hillips . Title: Senior Director of Engineering Title: City Mana r Date: 1. I� Date: f. /3 3