§ 17. Cash Consideration to be Paid by the Company

(a) In consideration of the grant of said right, privilege, and franchise by the City, and as full payment for the right, privilege, and franchise of using and occupying the said streets, thoroughfares, alleys, highways, and public grounds and ways, and in lieu of any and all occupation taxes, assessments, municipal charges, fees, easement taxes, franchise taxes, license and inspection fees or charges, street taxes, street or alley rentals, certain regulatory expenses under Section 2.106(a) of the Public Utility Regulatory Act of 1995, or any similar or successor law, and all other taxes, charges, levies, fees and rentals of whatsoever kind and character which the City may impose or hereafter be authorized or empowered to levy and collect, excepting only the usual general or special ad valorem taxes which the City is authorized to levy and impose upon real and personal property, sales and use taxes, and special assessments for public improvements, the Company shall pay to the City, on a quarterly basis during the term hereof, a sum of money equal to four (4) percent of its quarterly gross receipts received by the Company from the retail sale of electric power and energy within the corporate limits of the City. The first payment hereunder shall be due and payable on or before January 1, 1998, and shall be based upon the Company's said gross receipts received during the three-month period ended the prior November 30 and shall be payment for the rights and privileges granted hereunder during the said three-month period. Subsequent payments shall be due and payable quarterly thereafter on or before the first day of the second month following the end of the three-month period upon which said payment is based and shall be payment for the rights and privileges granted hereunder for the said three-month period, that the quarterly payments shall be as follows:

Payment Due Date	Quarter Upon Which Payment is Based	Quarter for Which Payment is Made
Jan. 1	Sept. 1—Nov. 30	Sept. 1—Nov. 30
April 1	Dec. 1—Feb. 28 or 29	Dec. 1—Feb. 28 or 29
July 1	March 1—May 31	March 1—May 31
Oct. 1	June 1—August 31	June 1—August 31

 

Each such payment shall be accompanied with a report showing the gross receipts as aforesaid for the said three-month period upon which payment is based.

(b) Notwithstanding anything to the contrary in section 17(a) hereof, if the Company files general rate cases and the City incurs cumulative expenses, otherwise reimbursable by the Company under Section 2.106(a) of the Public Utility Regulatory Act of 1995, or a similar or successor law, in excess of four million dollars ($4,000,000.00) then, in such event, the Company shall reimburse all of the expenses incurred by the City in connection with all general rate cases filed during the period beginning June 1, 1993, and ending September 30, 2008, in excess of said four million dollars ($4,000,000.00). The term "general rate case" as used in this Ordinance means a rate case initiated by the Company in which it seeks to increase its rates charged to a substantial number of its customer classes in the City and elsewhere in Company's system and in which the Company's overall revenues are determined in setting such rates and includes any appeals and judicial review of orders regarding such rate cases. City agrees to exercise reasonable best efforts, considering the facts and circumstances, to keep its expenses on average to under one million dollars ($1,000,000.00) per general rate case.

(c) Notwithstanding the provisions of section 17(b) hereof, in the event that the City of Dallas incurs cumulative expenses in connection with general rate cases filed by the Company during the period beginning June 1, 1993, and ending September 30, 2008, in excess of four million dollars ($4,000,000.00) and the Company reimburses the City of Dallas such excess, then, in that event, the Company will reimburse the City of Paris its reasonable expenses actually incurred that are otherwise reimbursable under Section 2.106(a) of the Public Utility Regulatory Act of 1995, Article 1446c-0, V.A.T.S. (the "PURA") or a similar or successor law, in an amount calculated in accordance with the following formula:

A = ([B - $4,000,000.00] ° B) × C

where:

A = The amount reimbursable to the City of Paris under this franchise.

B = The total amount of expenses incurred by the City of Dallas during the period beginning June 1, 1993, and ending September 30, 2008, in connection with general rate cases filed by the Company, which expenses would be reimbursable under Section 2.106(a) of the PURA or a similar or successor law to the City of Dallas except for the terms of the City of Dallas's franchise, but excluding all such expenses incurred in connection with Public Utility Commission of Texas Dockets Nos. 9300 and 11735; and

C = The total amount of expenses incurred by the City of Paris during the period beginning June 1, 1993, and ending September 30, 2008, in connection with general rate cases filed by the Company, which expenses would be reimbursable under Section 2.106(a) of the PURA or a similar or successor law except for the terms of this franchise, but excluding all such expenses incurred in connection with Public Utility Commission of Texas Dockets No. 9300.

Such reimbursement of the City of Paris by the Company shall commence after the City of Dallas incurs cumulative expenses in excess of four million dollars ($4,000,000.00) in general rate cases and shall be made at the times and in the manner provided in Section 2.106(a) of the Public Utility Regulatory Act of 1995 or a similar or successor law. The provisions of section 17(c) hereof shall apply until the City of Paris incurs cumulative expenses in excess of four million dollars ($4,000,000.00) in general rate cases and the provisions of Section 17(b) hereof shall then apply.

(d) Notwithstanding the provisions of subsections (b) and (c) hereof, the Company will continue to reimburse the City's rate-making expenses, if any, in connection with the appeal and any remand of Public Utility Commission of Texas Docket No. 9300 that are otherwise reimbursable under Section 2.106(a) of the Public Utility Regulatory Act of 1995 or similar or successor law, and will continue to reimburse the City's rate-making expenses, if any, in connection with Public Utility Commission of Texas Docket No. 11735 that are otherwise reimbursable under Section 2.106(a) of the Public Utility Regulatory Act of 1995 to the extent that said rate-making expenses are incurred through the entry of the last action by the Public Utility Commission of Texas (i.e., the said Commission's order overruling the last motion for rehearing) in said Docket No 11735; the City hereby agrees that any rate-making expenses incurred in connection with said Docket No. 11735 that the City incurs on appeal of the order in Docket No. 11735 will be the City's sole responsibility and further agrees, in the events that the City is a participant in the joint intervention of cities managed by the Steering Committee of TU Electric Service Area Cities intervening in Docket No. 11735, that the City decides to continue to participate with the Steering Committee in such appeal of said order, and the Company is required to reimburse said Steering Committee for rate-making expenses under Section 2.106(a) of the Public Utility Regulatory Act of 1995 that are incurred on appeal of said order in Docket No. 11735, to reimburse the Company the City's share of reimbursable expenses related to said appeal and owed by the Company to said Steering Committee determined by the methodology chosen by the said Steering Committee (the City to notify the Company of the method so chosen by the Steering Committee prior to the submission of an invoice by the Steering Committee for the payment by the Company of said reimbursable expenses related to said appeal).