CPS ENERGYS NEW POLE ATTACHMENT PROGRAM AND WIRELESS

CPS ENERGY’S NEW POLE ATTACHMENT PROGRAM AND WIRELESS INSTALLATION STANDARDS GABRIEL GARCIA SENIOR COUNSEL BRIAN D. BARTOS, PE DIRECTOR, INTEGRATED NETWORK SYSTEM OPERATIONS SOUTH WEST ELECTRIC DISTRIBUTION EXCHANGE CONFERENCE MAY 3 -5, 2017 HORSESHOE BAY, TEXAS 1

ABOUT CPS ENERGY CPS Energy was founded in 1860 • Purchased by City of San Antonio in 1942 • Nation’s largest municipally-owned energy company, providing both natural gas and electric service – 786, 000 electric customers – 340, 000 gas customers • Independent Board of Trustees Located in San Antonio, Texas • 7 th largest city in U. S. • 3 rd fastest growing city • Most visited city in Texas – 26 Million visitors annually • One of the oldest cities in the western U. S. • Major military presence 2

“NEW” CPS ENERGY POLE ATTACHMENT PROGRAM In 2016, CPS Energy implemented the most significant changes in the history of its Pole Attachment Program -- • New Pole Attachment Agreements for all Attaching Entities; • Implementation of New Pole Attachment Standards; – New Streamlined Pole Attachment Application Processes – Implementation of a “One-Touch Transfer” Process – Addresses Wire Attachments & Wireless Installations • Quarterly meetings with Attaching Entities to improve communication / relationship; • Inventory of all Pole Attachments; and • Single point of contact for Pole Attachment issues 3

WHAT WE WILL COVER o Background – Reasons for Development of New Pole Attachment Program o Contracting Process -- CPS Energy’s Pole Attachment and Wireless Installation Agreements o Development – Crafting the Pole Attachment Standards for Wire and Wireless Facilities o Standards in Action -- Permitting Process -- Wireless Installations -- One-Touch Transfer Process o Lessons Learned & Moving Forward 4

WHAT WE WILL COVER ü Background – Reasons for Development of New Pole Attachment Program. o Contracting Process -- CPS Energy’s Pole Attachment and Wireless Installation Agreements o Development – Crafting the Pole Attachment Standards for Wire and Wireless Facilities o Standards in Action -- Permitting Process -- Wireless Installations -- One-Touch Transfer Process o Lessons Learned & Moving Forward 5

ADD RESSING A FUNDAMENTA L AD DRESSING FUNDAMENT AL OP ERATIONS CONCERN OPERATIONS • Texas law requires “non-discriminatory” treatment of certificated telecommunications providers with regard to terms of access to Municipally-Owned Utility (MOU) poles. • Entry of Google Fiber into San Antonio resulted in innovative pole attachment terms. • CPS Energy had over 35 entities with pole attachment contracts, none of which were subject to unilateral amendment on the part of CPS Energy. • Any Attaching Entity could have refused to amend its pole attachment contract and even threaten litigation on the basis of discriminatory treatment. 6

ATTACHMENTS BY ENTITY CPS Energy 2016 Total Attachments by Attaching Entity 14% # of Attachments ≥ 5, 000 1, 000 < x ≤ 5, 000 16% 300 < x ≤ 1, 000 16% 54% ≤ 300 0% 10% 20% 30% 40% 50% 60% Percentage of Attachers 7

THE IMPACT OF WIRELESS CPS Energy anticipated the coming impact of small cell wireless installations. • FCC expects wireless data consumption to Increase six fold by 2022. ‒ ‒ ‒ Estimated 100, 000 to 150, 000 small cell antenna sites will be constructed by 2018 455, 000 by 2020 over 800, 000 by 2026 • Over 50% to be installed on utility poles. • Different technologies and business models. • No “rules” in place – Texas Legislature is expected to pass small cell legislation in 2017. 8

LEGAL LANDSCAPE • While Investor-Owned Utilities (IOUs) are required to comply with the federal Pole Attachment Act (PAA) and FCC implementing regulations, MOUs are not subject to the PAA. • Federal law allows state public service commissions to choose to exercise jurisdiction over pole attachment rates and practices. ‒ ‒ Texas law requires MOUs to use the FCC Telecom Pole Attachment Formula as a rate “ceiling. ” Under SB 1004/HB 2838, being considered by the Texas Legislature, MOUs will be required to grant pole access to small cell wireless installations. • FCC has not established “one-touch” or small cell wireless facilities regulations, however, FCC recently released a NPRM to consider further amendments to the Telecom Pole Attachment Formula and adoption of a one-touch process. • Federal and state regulations recognize the necessity for utility specific pole attachment operational procedures. 9

“REBOOTING” THE POLE ATTACHMENT PROGRAM • CPS Energy recognized the need to change the way it administered Pole Attachment Applications to address new market realities increasing demand for access to utility poles. • Pole Attachments would now be viewed in the context of a business process, not simply as an engineering process. • Therefore, CPS Energy “rebooted” the entire Pole Attachment Program. – To assert proactive control over its poles. – To support broadband deployments. – To provide flexibility to address new technologies while maintaining non-discriminatory practices. 10

DESIGNING A NEW PROGRAM • Program is viewed as a “business process” improvement, not just an engineering process. • New Program must: ‒ Address safety and performance concerns ‒ Provide flexibility for different technologies & business models ‒ Not discriminate among providers of functionally equivalent services ‒ Remain true to CPS Energy’s Pole Attachment Program’s fundamental values of Safety, Reliability, and Customer Service • Recognition that change /improvement would require ‒ Time ‒ Stakeholder outreach ANALYZE CREATE MODEL INSTIGATE MONITOR IMPROVE MODEL FINALIZE IMPLEMENT -- Resources -- Executive Support 11

FACTORS / INFLUENCES External Relations Internal Support New Technology Incumbent Providers Pending Litigation Old Agreements Resources / Organization Private Networks Legal Landscape Google & Other New Entrants Past Practices / Standards New CPS Energy Pole Attachment Program 12

PROGRAM FOUNDATION Values to Success Safety Business Success Reliability Standards cannot breach safety, reliability & customer service ‒ Non-discriminatory to similar parties ‒ Transparent & open ‒ Easy to administer ‒ Enforceable Customer Service 13

GUIDING PRINCIPLES AND VALUES Safety – Keep CPS Energy facilities, employees, and the public safe at all times Reliability – Continuous compliance with all network reliability standards – Timely reporting & resolution of violations and noncompliance Customer Service – – – Non-discriminatory & transparent processes Improved communication with all stakeholders Providing Attaching Entity’s more options and control Minimize disruption to the community Appropriate cost recovery 14

WHAT WE SET OUT TO DO… To accomplish the new business plan & objectives, CPS Energy had to: • Terminate all existing Pole Attachment Agreements. • Develop & implement new Pole Attachment Standards in an open and transparent process. • Develop & execute with Attaching Entities new Pro-Forma Pole Attachment Agreements incorporating the Standards by reference. • Improve communication with Attaching Entities to facilitate cooperation with the changes. • Secure outside resources to help us administer the Application process given expected new workload. • Commission a comprehensive Pole Attachment Inventory • Implement organizational changes to support the new CPS Energy Pole Attachment Program. 15

IMPROVING COMMUNICATIONS New website • Primary Communication Tool • Timely Information • Document Downloads • Document Submittals • Useful Information • Links www. cpsenergy. com/poleattachments 16

STAKEHOLDER ENGAGEMENT Changes of the magnitude undertaken could not have been accomplished without consultation and input from our Attaching Entity stakeholders: • Workshops (both Quarterly and Technical) • Conference calls • New webpage (www. cpsenergy. com/poleattachments) • Frequent one-to-one meetings • Requests formal written comments • Written response to stakeholder comments 17

ORGANIZATIONAL CHANGES FROM PROJECT TO PROCESS Historically, Pole Attachment work was part of CPS Energy’s Overhead Engineering Department: • Multiple contractors for Make-Ready Engineering • Challenges with timely Make-Ready Construction resulting from increase volume of pole attachment applications New Approach: CPS Energy created a dedicated Pole Attachment Department with a full-time manager and support staff: • Dedicated contractor support for Attaching Entities • Overall project management administration and tracking • Eliminates conflicts and give Attaching Entities more control over Make. Ready process 18

WHAT WE WILL COVER ü Background – Reasons for Development of New Pole Attachment Program ü Contracting Process -- CPS Energy’s Pole Attachment and Wireless Installation Agreements o Development – Crafting the Pole Attachment Standards for Wire and Wireless Facilities o Standards in Action -- Permitting Process -- Wireless Installations -- One-Touch Transfer Process o Lessons Learned & Moving Forward 19

PRO-FORMA AGREEMENTS • One form of the Agreement(s) for all Attaching Entities – Pro Forma (standard agreements – no negotiation following stakeholder process). • Agreements limited to standard business and commercial terms. • Technical requirements & process provisions in the Standards are incorporated into the Agreements by reference. • CPS Energy reserves the right to amend Standards as appropriate – with provisions for Attaching Entity review. 20

TYPES OF AGREEMENTS • Wire Agreement: Required for Attaching Entities to install wire Attachments and Overlashings only. • Wireless Addendum: Required for Attaching Entities who have a Wire Agreement but also want to install Wireless Installations. • Wireless Installation Agreement: Required for Attaching Entities to install Wireless Installations only. • Infrastructure Provider Sublicensee Agreement: Required for entities which do not own wireless infrastructure on CPS Energy poles, but lease wireless infrastructure from Infrastructure Providers. 21

POLE ATTACHMENT AGREEMENT STRUCTURE • An executed Agreement will grant the entity a license to attach to CPS Energy Poles contingent on securing an Attachment or Wireless Installation Permit. • A Permit will grant authority to attach to a specific Pole provided there is compliance with the Pole Attachment Standards. • A Pole Attachment or Wireless Installation Agreement without compliance with the Pole Attachment Standards does not authorize the access to any Poles. Pole Attachment Agreement Pole Attachment Standards Pole Attachment Installation Permit Approval

AGREEMENT “ BOILERPLATE ” The Pro-Forma Agreements contain the “normal” boilerplate provision generally expected in a contract such as… • • Grant of License & Duties of Parties Applicable Pole Attachment Rate Contract Term, Renewal & Termination Events of Breach & Process to Cure Breach of Contract • Contract Amendment & Assignment • Governing Law, Severability & Related Provisions 23

TERM OF AGREEMENT The Pro-Forma Agreements have: • Initial Term: Five Years • Renewal: Automatic for successive one year periods • Termination: Following the initial term, either party may terminate with six months written notice • Registration: Requires an initial and subsequent annual registration updates 24

POLE ATTACHMENT AGREEMENT TIMELINE Standard Wire Attachment Agreement January 2016: CPS Energy provides all Attaching Entities written notice of pole attachment contract termination. February 2016: CPS Energy publishes draft Pro-Forma Pole Attachment Agreement for stakeholder comment. April 2016: CPS Energy informs stakeholders the CPS Energy will submit a 2 nd draft for stakeholder comment. May 2016: CPS Energy publishes 2 nd draft of Pro-Forma Pole Attachment Agreement for stakeholder comment. June 2016: Stakeholder comments due to CPS Energy. July 2016: CPS Energy publishes approved Pro-Forma Pole Attachment Agreement and Response to Comments. August 1, 2016: CPS Energy begins executing the Pro-Forma Pole Attachment Agreements. 25

WIRELESS AGREEMENT TIMELINE Standard Wireless Installation Agreements September 2, 2016: CPS Energy publishes draft of Pro-Forma Wireless Addendum and Wireless Installation Agreement for stakeholder comment. September 23, 2016: CPS Energy receives comments from stakeholders. October-November 2016: CPS Energy meets with individual stakeholders to discuss Wireless Agreements in relation to wireless business models. December 2016: CPS Energy publishes approved Pro-Forma Wireless Installation Addendum, Wireless Installation Agreement, and Infrastructure Provider Sublicensee Agreements and Response to Comments. January 1, 2017: CPS Energy begins executing Wireless Agreements. 26

WHAT WE WILL COVER ü Background – Reasons for Development of New Pole Attachment Program ü Contracting Process -- CPS Energy’s Pole Attachment and Wireless Installation Agreements ü Development – Crafting the Pole Attachment Standards for Wire and Wireless Facilities o Standards in Action -- Permitting Process -- Wireless Installations -- One-Touch Transfer Process o Lessons Learned & Moving Forward 27

WHY STANDARDS? STANDARD S? WORKING TO AVOID… 28

POLE ATTACHMENT STANDARDS Standards required all Pole Attachments to ensure: ‒ Public safety; and ‒ System reliability CPS Energy Pole Attachment Standards comply with: ‒ Applicable federal, state, and local laws and Safety Business Success Reliability Customer Service regulations; ‒ Recognized engineering standards (NESC); and ‒ Good Utility Practices Provide for credibility, integrity, & acceptance in the Pole Attachment Process ‒ Uniformity & interoperability ‒ Lower risk ‒ Reduced risks & costs to all parties 29

POLE ATTACHMENT STANDARDS Goals for the new Pole Attachment Standards: • Establish in one document, the comprehensive technical standards and administrative processes for applying and attaching to CPS Energy Poles. • The Standards are incorporated into the Pole Attachment Agreement by reference. • Include procedure for CPS Energy and/or stakeholders to request revisions in technical standards or pole application process without contract renegotiate. 30

STANDARDS CONTENT The CPS Energy Pole Attachment Standards are arranged as: • Section I – Introductory Section • Section II – General Administrative Provisions • Section III – General Technical Requirements • Section IV – Wire Attachment Application Processes • Section V – Wireless Installation Application Process • Appendices – Technical & Administrative Information, Forms, Diagrams, Charts, and Tables 31

POLE A TTACHMENT STANDARDS TIMELINE February 2016: CPS Energy publishes draft Pole Attachment Standards for stakeholder comment April 2016: Stakeholder comments due to CPS Energy May 2016: CPS Energy publishes approved Standards and Response to Comments August 1, 2016: Pole Attachment Standards become effective August 19, 2016: CPS Energy publishes draft of Standards Version 2 for stakeholder comments, which includes the Wireless Standards September 2016: Stakeholder comments due to CPS Energy December 2016: CPS Energy publishes approved Standards and Response to Comments January 1, 2017: Pole Attachment Standards Version 2 become effective (including Wireless Standards) 32

WIT H RESPECT WITH STAKEH OLD ER OLDER TO COMMENTS • Modeled publish and comment process after regulatory rule-making and the NERC Reliability Standards process. • Every substantive comment was specifically addressed by CPS Energy in writing whether accepted in whole, in part, in modified form, or rejected. • Time-consuming process – Improved transparency – More importantly, it made us objectively question and consider our approach against our guiding principles (safety, reliability & customer service). 33

KEY ISS UES VERSION 1 • Pole Loading Analysis (PLA) – CPS Energy now requires PLA on specific poles – Requires a Professional Engineer to approve & seal • Overlashing – Allows for “notice” only if total diameter is 3. 5 inches on existing Attachment • NJUNS – Initiated use of NJUNS for transfer notifications 34

KEY ISS UES VERSION 2 • Wireless Installations – – – Pre-Certification of Wireless Systems Use of the top of Pole Treatment of Wireless Interference Unique business models Deployment projects • Other Improvements to the Program – Formal Standards Revision process – Improved Application process communications with use of required forms 35

WHAT WE WILL COVER ü Background – Reasons for Development of New Pole Attachment Program ü Contracting Process -- CPS Energy’s Pole Attachment and Wireless Installation Agreements ü Development – Crafting the Pole Attachment Standards for Wire and Wireless Facilities ü Standards in Action -- Permitting Process -- Wireless Installations -- One-Touch Transfer Process o Lessons Learned & Moving Forward 36

APPL ICA TION PROCESS ICATION Streamlined Application Process ‒ Attaching Entity has more control over schedule ‒ New Permit Application form ‒ Enhanced electronic submittal New Options Offered ‒ Change from the traditional approach of Make-Ready Engineering ‒ Align and support the Attaching Entity’s business needs Restructure of Fees ‒ Elimination of wire Attachment Application Fee ‒ Introduced new non-compliance fees (e. g. , Safety Violation) ‒ Recovery of CPS Energy consultant fees • Direct billing • Unit pricing 37

APPLICATION PROCESS OPTIONS 38

COMPE COM PE TITIVE PROVIDER STANDARD PROCESS

COMPETITIVE PROVIDER – AREA WIDE NETWORK DEPLOYMENT

STANDARD PROCESS FOR WIR ELESS INSTALLATIONS WIRELESS 41

NAT IONAL POLICY SCRUTINY NATIONAL “ONE-TOUCH MAKE-READY” “Rearranging existing pole attachments or installing new poles — a process referred to as ‘make-ready’ work — can be a significant source of cost and delay in building broadband networks. ” -- Federal Communications Commission Connecting America: The National Broadband Plan March 2010 Recommendation 6. 2 42

WIRELESS INSTALLATION STANDARDS • Four components of any wireless facilities installation: – Antenna – Cabinet – Backhaul – Electricity 43

WIRELESS INSTALLATION STANDARDS • Three types of Wireless Installations under CPS Energy’s Pole Attachment Standards: – Pole-Top Antenna Installations – Mid-Pole Antenna Installations – Strand-Mounted Antenna Installations 44

WIRELESS INSTALLATION STANDARDS • Per-Certification Process – Review of wireless equipment for: – Placement of equipment on pole – Number of feet of pole use – RF interference testing – RF safety training – Communications contractor certifications – Execution of electric service agreement – Establishment of electric account 45

WIRELESS INSTALLATION STANDARDS • Permit Application Process: – Applicant submits Application, including make-ready engineering design documents. – Review of days make-ready engineering design for compliance with Standards within 45 days. – Applicant responsible for up-front payment of any makeready electrical construction. – Applicant installs wireless equipment & testing. – CPS Energy conducts post-installation inspection. – CPS Energy releases permit. 46

WIRELESS INSTALLATION STANDARDS • Pole-Top Antenna Installation – Subject to replacement of wooden pole with hollow composite pole. – Applicant responsible for paying for pole replacement as part of make-ready engineering. 47

WIRELESS INSTALLATION STANDARDS • Mid-Pole Antenna Installation – Installed one foot below communications lines. – Wireless equipment not allowed on pole within communications space. 48

WIRELESS INSTALLATION STANDARDS • Strand-Mounted Antenna Installations – These installations accommodate cable company deployment of Wi. Fi access points. – Concerns over use of electricity. – Subject to permit application process. 49

CPS ENERGY’S ONE-TOUCH TRANSFER PROCESS Under the CPS Energy’s Pole Attachment Standards, a “One-Touch Transfer” is… The ability of an Attaching Entity to effect the “Simple Transfers” of other Attaching Entities’ Attachments during the Make-Ready process by effecting a relocation … without the need to cut and splice. 50

TRADITIONAL TRANSFERS Step 1: Company A moves its Attachment within 30 -60 days. C B A Step 2: Company B moves its Attachment within the next 30 -60 days. Make-Ready indicates Company D can install on top if Company A, B, and C move their Attachments down a few inches. C B A Step 3: Company C moves its Attachment within the next 30 -60 days. – Now Company D can Attach. C B A 51

ONE-TOUCH TRANSFER D C B A One –Touch Transfer: Company D makes all moves Simple Transfers for Attachments A, B, & C using a CPS Energy approved contractor on the same day. 52

BENEFITS OF ONE-TOUCH TRANSFER One-Touch benefits telecommunications industry, customers, & community at large: Telecommunication Industry Customers & Community ‒ Speed-to-market ‒ Customer impacts minimized ‒ Transparency ‒ Construction delays avoided ‒ Efficient resource allocation ‒ Economic development benefits ‒ No network disruptions ‒ Expedited network deployments 53

ELIGIBILITY Elements of One-Touch Transfer Process: 1) Limited to Simple Transfers only 2) Use of CPS Energy certified contractor 3) Applicable to CPS Energy 4) Applicable to the Attaching Entity 5) Subject to Applicable Engineering Standards 6) Advanced notice of transfer (NJUNS) 7) Post transfer notice & inspection 8) Cost responsibility 54

ONE-TOUCH CONTRACTOR CERTIFICATION What it is: What it is not: • A criteria-driven qualification process open to multiple communication network contractors. • An RFP process whereby CPS Energy engages a single qualified contractor on behalf of all Attaching Entities. • Attaching Entities select from this list and engage the qualified contractor directly. 55

COMPLEX TRANSFERS “Complex Transfers” are transfers that require the Attachment to be cut & spliced. ‒ Advanced notification of request (NJUNS) ‒ Attachment owner’s responsibility ‒ Subject to Applicable Engineering Standards ‒ Escalation process for non-responsiveness ‒ Cost responsibility 56

WHAT WE WILL COVER ü Background – Reasons for Development of New Pole Attachment Program ü Contracting Process -- CPS Energy’s Pole Attachment and Wireless Installation Agreements ü Development – Crafting the Pole Attachment Standards for Wire and Wireless Facilities ü Standards in Action -- Permitting Process -- Wireless Installations -- One-Touch Transfer Process ü Lessons Learned & Moving Forward 57

TOTAL TEAM EFFORT Given the scope of the changes in CPS Energy’s Pole Attachment Program, a total CPS Energy Team effort was required. Legal & Risk Management • Drafting new Agreements and reviewing Standards • Negotiating with Attaching Entities Distribution Engineering and Standards • Assisting in the development of new Standards and NESC Compliance issues • Assisting in approving contractors to work on CPS Energy Facilities Corporate Communications and External Relations • Assisting with new Pole Attachment Services website • Internal communications to help get the “message” out • Communicating with local officials and leaders as to direction CPS Energy moving Procurement and Accounting • Assisting with soliciting of contractors, purchase orders, and contracts • Assisting with accounts receivable and forecasting 58

WHERE ARE WE TODAY Not Started In Progress Completed • Web-based tool to monitor status of Applications • Development of internal KPIs • Compliance audits • Incorporation of standards for banner attachments • Pole Attachment Inventory • Improvements to webpage • Development of Wireless Pre. Certification process • Improve contractor certification process • Improvement in NJUNS process • Internal staffing / training • Long-term business strategy • Pro-Forma Agreements • Pole Attachment Standards • Creation of a Pole Attachment webpage • Use of NJUNS • Unit pricing/direct billing for Make. Ready review 59

KEY LESSONS LEARNED • Define and stay true to your business values and objectives. – Works to ensure executive support. • Engage, early & often, with: – Your legal counsel – Your internal stakeholders -- Your Attaching Entities -- Your community & elected leaders • Recognize, each Attaching Entity has a different business model and strategy. – However, you must remain agnostic/unbiased to technology choices. • Do not be afraid to require compliance with your standards or enforce your contracts. – These are your assets or more importantly -- your owner’s assets. • Proactively manage the work! 60

BE PREPARED TO MAKE ADJUSTMENTS However beautiful the strategy, you should occasionally look at the results. --Winston Churchill 61

QUESTIONS For More Information: Jesse Lopez Manager, Pole Attachment Services 210 -353 -4381 jmlopez@cpsenergy. com www. cpsenergy. com/poleattachments 62