Exhibit 99.2
UNOPPOSED STIPULATION REGARDING
DISMISSAL OF DOCKET NO. 45414
This Unopposed Stipulation Regarding Dismissal of Docket No. 45414 (“Stipulation”), dated and effective as of July 21, 2017, is made and entered into by and among Sharyland Utilities, L.P. (“Sharyland”) and Sharyland Distribution & Transmission Services, L.L.C. (“STDS”) (collectively “Applicants”); Staff (“Staff”) of the Public Utility Commission of Texas (“Commission”); Office of Public Utility Counsel (“OPUC”); Texas Industrial Energy Consumers (“TIEC”); St. Lawrence Cotton Growers’ Association (“St. Lawrence”); Cities of Midland, Colorado City, McAllen, and Farmersville; City of Mission; Targa Pipeline Mid-Continent WestTex, LLC (“Targa”); TXU Energy Retail Company LLC (“TXU Energy”); Reliant Energy Retail Services, Green Mountain Energy Company, and US Retailers, LLC (collectively “NRG Retail Companies”); Texas Cotton Ginners’ Association (“TCGA”); Alliance for Retail Markets (“ARM”); City of Greenville; and Texas Energy Association for Marketers (“TEAM”) (collectively “the Signatories”).
I. Background
Applicants have executed an agreement with Oncor Electric Delivery Company LLC (“Oncor”) under which, subject to obtaining regulatory approvals and meeting other conditions of closing, Applicants will transfer to Oncor all property and other assets used by Sharyland to provide retail electric delivery service (other than certain excluded assets that Oncor declines to acquire) in the Stanton and McAllen divisions and all property and other assets used in Sharyland’s electric transmission and distribution business (other than certain excluded assets) in the Brady and Celeste divisions, and Oncor will transfer to SDTS certain transmission assets (the “Proposed Transaction”). Further, Sharyland will transfer to Oncor the rights under Sharyland’s certificates of convenience and necessity (“CCNs”) to provide retail electric delivery service in the geographic area currently certificated to Sharyland, and Sharyland’s CCNs will be amended to permit Sharyland to operate and maintain the transmission assets transferred from Oncor. Within a reasonable period of time after closing of the Proposed Transaction, all of Sharyland’s current retail electric delivery customers will be transitioned to Oncor, and thereafter will be served by Oncor and will be charged Oncor’s retail electric delivery rates.
1
Applicants and Oncor are filing a Joint Report and Application seeking Commission approval of the Proposed Transaction pursuant to Sections 14.101, 39.262(l)–(m), 39.915, and 37.154 of the Public Utility Regulatory Act (“PURA”).
II. Terms of Stipulation
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the Signatories hereby agree as follows:
| 1. | All commitments herein are contingent upon (1) Commission approval of the Joint Report and Application of Applicants and Oncor referenced above; and (2) closing of the Proposed Transaction. |
| 2. | The Signatories agree that, consistent with 16 Tex. Admin. Code (“TAC”) § 22.181, this rate case proceeding should be dismissed without prejudice on the basis of moot questions, obsolete petition, and good cause shown, with such dismissal contingent upon (1) Commission approval of the Joint Report and Application of Applicants and Oncor referenced above; and (2) closing of the Proposed Transaction. |
| 3. | Applicants will file their next rate case in calendar year 2020 based on a test year ending December 31, 2019. Applicants and Signatories reserve the right to address all issues not mooted by the Proposed Transaction, including the granting and transferring of CCN rights to SDTS and approval of the leases between Sharyland and SDTS as tariffs for electric service, in the 2020 rate case. |
| 4. | The Signatories agree that Applicants may continue to seek recovery of their rate case expenses in Docket No. 45979. Signatories agree that they will not oppose Applicants’ motion to lift the abatement in that docket. Signatories also agree that they will not challenge Applicants’ right to recover rate case expenses on the basis that Docket No. 45414 was dismissed, although the Signatories reserve their rights to oppose the recovery of rate case expenses on any other ground that would otherwise be available to them. |
III. Support for Stipulation
| A. | The Signatories agree that the terms of this Stipulation are in the public interest and that the Commission should provide for its implementation. |
2
| B. | The Signatories agree to support fully this Stipulation in all respects and to use all reasonable efforts to obtain a joint dismissal of Docket No. 45414 consistent with this Stipulation. The Signatories further agree to take reasonable steps to support the terms of this Stipulation. |
| C. | The Signatories hereby stipulate and agree that all of the facts and matters stated in this Stipulation are true, accurate, and correct, and may be relied upon by the Commission in resolving this proceeding. |
IV. Reservations
| A. | This Stipulation has been drafted by all Signatories and is the result of negotiation, compromise, settlement, and accommodation. The Signatories agree that the terms and conditions herein are interdependent. The various provisions of this Stipulation are not severable. If the Proposed Transaction is not approved and is not executed, the Signatories agree that any Signatory has the right to withdraw from this Stipulation thereby becoming released from its obligations arising hereunder, and to proceed as otherwise permitted by law to exercise all rights available under the law. The right to withdraw must be exercised by providing the other Signatories written notice within twenty (20) calendar days of the date the Commission files an order denying approval of the Proposed Transaction. |
| B. | This Stipulation is binding on each of the Signatories only for the purpose of resolving the issues as set forth herein and for no other purposes. The matters resolved herein are resolved on the basis of a compromise and settlement. Except to the extent that this Stipulation expressly governs a Signatory’s rights and obligations for future periods, this Stipulation shall not be binding or serve as precedent upon a Signatory outside this proceeding. It is acknowledged that a Signatory’s support of the matters contained in this Stipulation may differ from the position taken or testimony presented by it in other dockets. To the extent there is a difference, a Signatory does not waive its position in any of those other dockets. Because this is a stipulated resolution, no Signatory is under any obligation to take the same positions as set out in this Stipulation in other dockets, whether those dockets present the same or a different set of circumstances, except as otherwise may be explicitly provided in this Stipulation. |
3
| C. | The provisions of this Stipulation are intended only to relate to the specific matters referred to herein. By agreeing to this Stipulation, no participant waives any claim or right which it may otherwise have with respect to issues not expressly provided for herein. It is further understood and agreed that this Stipulation represents a negotiated agreement to ultimately resolve this proceeding. |
| D. | This Stipulation contains the entire understanding and Stipulation of the Signatories, supersedes all other written and oral exchanges, arrangements, or negotiations among them or their representatives with respect to the subjects contained herein. Oral and written statements made during the course of these negotiations shall not be used as an admission or concession of any sort or as evidence in any other proceeding. |
V. Miscellaneous
| A. | The Signatories agree that the Stipulation represents a compromise which is in the public interest. The Signatories further agree that they will continue to support this Stipulation throughout this proceeding, and will not oppose it on any appellate review. |
| B. | The Stipulation constitutes a binding and enforceable contract among the Signatories. |
| C. | Each person executing this Stipulation represents and warrants that (s)he is authorized to sign this Stipulation on behalf of the Signatory represented. Facsimile copies of signatures are valid for purposes of evidencing execution. All Signatories to this Stipulation, their affiliates, and successors shall support, honor, and be bound by the terms and conditions of this Stipulation. |
| D. | Neither this Stipulation nor its terms may be altered, amended, waived, terminated, discharged or modified, except by a writing properly executed by all the Signatories. |
| E. | For the convenience of the Signatories, this Stipulation may be executed in multiple counterparts. |
IN WITNESS WHEREOF, this Stipulation has been executed, approved and agreed to by the Signatories as of the date first written above.
4
SHARYLAND UTILITIES, L.P. AND SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. | ||
| By: | /s/ Lino Mendiola III | |
Lino Mendiola III State Bar No. 00791248 James E. Guy State Bar No. 24027061 Jeffrey B. Stuart State Bar No. 24066160 EVERSHEDS SUTHERLAND (US) LLP 600 Congress Avenue, Suite 2000 Austin, Texas 78701 (512) 721-2700 – Phone (512) 721-2656 – Fax | ||
| STAFF OF THE PUBLIC UTILITY COMMISSION OF TEXAS | ||
| By: | /s/ Stephen Mack | |
Stephen Mack State Bar No. 24076502 Erika N. Garcia State Bar No. 24092077 Legal Division PUBLIC UTILITY COMMISSIONOF TEXAS 1701 N. Congress Avenue P.O. Box 13326 Austin, Texas 78711-3326 (512) 936-7290 – Phone (512) 936-7268 – Fax | ||
5
| OFFICE OF PUBLIC UTILITY COUNSEL | ||
| By: | /s/ Laurie Barker | |
Tonya Baer State Bar No. 24081003 Laurie Barker State Bar No. 12128690 OFFICEOF PUBLIC UTILITY COUNSEL 1701 N. Congress Avenue, Suite 9-180 Austin, Texas 78711-2397 (512) 936-7500 – Phone (512) 936-7525 – Fax | ||
| TEXAS INDUSTRIAL ENERGY CONSUMERS | ||
| By: | /s/ Phillip G. Oldham | |
Phillip G. Oldham State Bar No. 00794392 Katherine L. Coleman State Bar No. 24059596 Michael McMillin State Bar No. 24088034 THOMPSON & KNIGHT LLP 98 San Jacinto Blvd., Suite 1900 Austin, Texas 78701 (512) 469-6100 – Phone (512) 469-6180 – Fax | ||
| TEXAS COTTON GINNERS’ ASSOCIATION | ||
| By: | /s/ Zachary S. Brady | |
Zachary S. Brady State Bar No. 24012320 BRADY & HAMILTON, LLP 1602 13th Street Lubbock, Texas 79401 (806) 771-1850 – Phone (806) 771-1850 – Fax | ||
6
| TXU ENERGY RETAIL COMPANY LLC | ||
| By: | /s/ John L. Munn | |
John L. Munn State Bar No. 14669125 TXU ENERGY RETAIL COMPANY LLC 6555 Sierra Drive, 3rd Floor Irving, Texas 75039 (972) 868-2823 – Phone (972) 556-6119 – Fax
Mandy Kimbrough State Bar No. 24050613 ENOCH KEVER PLLC 5918 W. Courtyard Dr., Suite 500 Austin, Texas 78730 (512) 615-1206 – Phone (512) 615-1198 – Fax | ||
| CITIES OF MIDLAND, MCALLEN, FARMERSVILLE, AND COLORADO CITY | ||
| By: | /s/ Geoffrey M. Gay | |
Geoffrey M. Gay State Bar No. 07774300 William A. Faulk, III State Bar No. 24075674 LLOYD GOSSELINK ROCHELLE & TOWNSEND, P.C. 816 Congress Avenue, Suite 1900 Austin, Texas 78701 (512) 322-5800 – Phone (512) 472-0532 – Fax | ||
7
| ST. LAWRENCE COTTON GROWERS’ ASSOCIATION | ||
| By: | /s/ Eddie Pope | |
Eddie Pope State Bar No. 16135500 #100 201 University Oaks Drive, Suite 540 Round Rock, Texas 78665 (512) 689-7815 – Phone (512) 628-3375 – Fax | ||
| TARGA PIPELINE MID-CONTINENT WESTTEX LLC | ||
| By: | /s/ John K. Arnold | |
John K. Arnold State Bar No. 24013829 WINSTEAD PC 600 Travis, Suite 1100 Houston, Texas 77002 (713) 650-2628 – Phone (713) 650-2400 – Fax
Carrier Collier-Brown State Bar No. 24065064 WINSTEAD PC 401 Congress Avenues, Suite 2100 Austin, Texas 78701 (512) 370-2868 – Phone (512) 370-2850 – Fax | ||
8
| CITY OF MISSION | ||
| By: | /s/ Abiel Flores | |
Abiel Flores City Attorney CITYOF MISSION 1201 E. 8th Street Mission, Texas 78752
Alton J. Hall, Jr. State Bar No. 08743740 Coleman M. Proctor State Bar No. 24073536 ADAMSAND REESE LLP LyondellBasell Tower 1121 McKinney St., Suite 4400 Mission, Texas 77010 (713) 652-5151 – Phone (713) 652-5152 – Fax | ||
| NRG RETAIL COMPANIES | ||
| By: | /s/ Mark A. Walker | |
Mark A. Walker Vice President of Regulatory Affairs and Counsel NRG ENERGY, INC. 1303 San Antonio St., Suite 700 Austin, Texas 78701 (512) 691-6261 – Phone (512) 691-6353 – Fax | ||
| TEXAS ENERGY ASSOCIATION FOR MARKETERS | ||
| By: | /s/ Catherine J. Webking | |
Catherine J. Webking State Bar No. 21050055 SCOTT DOUGLASS & MCCONNICO LLP 303 Colorado Street, Suite 2400 Austin, Texas 78701 (512) 495-6337 – Phone (512) 495-6399 – Fax | ||
9
| CITY OF GREENVILLE | ||
| By: | /s/ Alfred R. Herrera | |
Alfred R. Herrera State Bar No. 09529600 Jason Wakefield State Bar No. 00789849 Brennan Foley State Bar No. 24055490 HERRERA & BOYLE PLLC 816 Congress Avenue, Suite 1250 Austin, Texas 78701 (512) 474-1492 – Phone (512) 474-2507 – Fax | ||
| ALLIANCE FOR RETAIL MARKETS | ||
| By: | /s/ Stephen J. Davis | |
Stephen J. Davis State Bar No. 05547750 LAW OFFICESOF STEPHEN J. DAVIS, P.C. 301 Congress Avenue, Suite 1050 Austin, Texas 78701 (512) 479-9995 – Phone (512) 479-9996 – Fax | ||
10