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78 Franchise for Meridian Cooperative Gas Assoc. 219 GAS FRANCHISE ORDINANCE NO. 78 liity or Meridian I AN ORDINANCE GRANTING TO MERIDIAN COOPERATIVE GAS ASSOCIATION, INC., AN IDAHO COOPERATIVE ASSOCIATION, ITS SUCCESSORS AND ASSIGNS (HEREINAFTER COLLECTIVELY REFERRED TO AS "GRANI1EE"), FOR A PERIOD OF THIRTY (30) YEARS .tt't<UM 'i'H~ DAY IT TAKES' EFFECT, THE FRANCHISE AND RIGHT TO C8'1\12TRUCT, INSTALL ,;,1~,T!,T'!'AIN AND OEERATE A GAS PRODUCTION, TRANSMISSION AND DISTRIBUTION SYS~EM AND APPURTENANCES, AND USE THE STREETS, ALLEYS AND OTHER PUBLIC PLACES WITHIN THE PRESENT AND Fl~URE CORPORATE LIMITS OF THE CITY OF MERIDIAN, IDAHO (HEREINAFTER CALLED "MUNICIPALITY"), SAID FRANCHISE AND RIGHT (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TO BE EXCLUSIVE, AND PRESCRIBING THE TERMS AND CONDI~ TIONS THEREOF; RROVIDING THAT NOTHING IN THE ORDINANCE SHALL BE CON- STRUED TO PREVENT SAID MUNICIPALITY EXERCISING RIGHT OF EMINENT DOMAIN BUT THAT THE MUNICIPALITY SHALL NOT ENGAGE IN 'I'HE BUSINESS OF PRODUCING, TRANSMITTING OR SELLING GAS IN COMPETITION WITH GRANTEE; PRESCRIBING THE TIMES FOR COMMENCEMENT AND COMPLETION OF CERTAIN WORK HEREUNDER; PROVIDING FOR VARIOUS BENEFITS AND CONSIDERATIONS TO THE MUNICIPALITY THROUGH THE PAYMENT OF CERTAIN ANNUAL PAYMENTS ON IN- DEBTEDNESS OF GRANTEE WHICH INURE TO MUNICIPALITY'S BENEFIT; REQUIR- ING GRANTEE TO FILE CERTAIN ANNUAL REPORTS WITH THE CLERK OF THE MUNICIPALITY;PRESCRIBING THE METHOD, MANNER AND PROTECTION OF WORK UNDERTAKEN OR DONE BY GRANTEE HEREUNDER IN THE STREE;TS, ALLEYS AND OTHER PUBLIC PLACES AND FOR REPAIR OF DAMAGES DONE BY GRANTEE, AND FOR GRANTEE'S INDE~~TIf~ING THE MUNICIPALITY FOR ALL LOSS OR Dk~AGE SUFFERED BY IT C~SED BY GRANTEE HEREUNDER; PROVIDING FOR FILING EVE- DENCE OF INSURANCE AGAINST PROPERTY DAMAGE AND BODILY INJURY; RE- QUIRING GRANTEE TO CONFORM TO CERTAIN ORDINANCES; PROVIDING FOR THE ACCEPTANCE OF THIS FRANCHISE AND GRANT BY GRANTEE AND THE TD!1E, MANNER AND EFJi'ECT THEREOF; PROVIDP:"G FOR THE ASSIGNMENT OF THIS FRANCHISE, BY MORTGAGE, TRUST DEED OR OTHER LIEN CREAT.ED TO SECURE INDEBTEDNESS FOR MONEY BORROWED FOR CORPORATE OBJECTS; PROVIDING FOR A CONTRACT BETWEEN MUNICIPALITY AND GRANTEE SPECIFYING THAT THE PROPERTIES AND ASSETS OF GRANTEE SHALL BECOME THE PROPERTY OF MUNICI- P ALITY, WITHOUT ANY COMPENSATION TO ,GRANTEE, UPON THE TERMS .AND CON- DITIONS THEREIN PROVIDED; REPEALING ALL ORDINANCES IN CONFLICT HERE- WITH; AND SPECIFYING THE DATE ON WHICH THE ORDINANCE SHALL TAKE EFFECT. Be It Ordained by the Mayor and Cpuncil of the City of Meridian that: I Section 1. There is hereby granted to Meridian Cooperative Gas Association, Inc., a non-profit cooperative gas corporation, its successors and assigns (hereinafter collectively called "Grantee"), the right and authority to construct, install, main- tain and operate a gas production, transmission and distribution system (including mains, pipes, conduits, services and other necessary structures and appliances appertaining thereto) in, under, upon, over, across and along the streets, alleys, br~d~es, and public plaoes within the present and future corporate llmlts of the City of Meridian, Idaho (hereinSfter oalled "Municipality"), for the furnishing, transmission, distribution and sale of gas, whether artificial, natural, mixed or otherwise, for heating, domestic, industrial and other purposes and for transmitting gas into, through and beyond said Municipality. The franchise priv- ileges rights, authorities, and trants herein 'and hereby made to the Gr~ntee shall be granted for and limited in tine to, a period of thirty (30) years from the day it takes effect, and, if and to the extent permitted by applicable law, the franchise privileges and other rights authorities and grants shall be deemed to be exclusive; provided that, without limiting the generality of the foregoing and in consideration of the Grantee's undertakings hereunder and in the contract described in Section 2 hereof (to be evidenced by the execution and delivery of the said contract by the Grantee as prescribed in said Section 2), Municipality agrees not tQ engage in the business of producing, distributing. or selling gas during the life of this franchise, or any extenslon thereof in competition with Grantee, its successors and assigns; but notting herein contained shall be construed or deemed to, prevent the Municipality from exercising at any time any power of eminent domain nor or hereafter granted to it under the laws of the State of Idaho. Seotion 2. A condition precedent to this franchise and grant becoming effective is the execution and ~elivery to Munici- pality by the Grantee of a contract in the form thereof attached hereto as Exhibit A, whereby, upon the terms and provisions thereof and as consideration herefor, the Grantee will agree to pay the hherein prescribed annual fees to t'he Municipality and 220 2. Ultimately transfer the properties and assets of the Grantee to the Municipality, all in accordance with the conditions thereof. The agreements of the Grantee to be contained in the said contract shall (to the extent permitted by applicable law) be in lieu of any and all other fees, charges, licenses or taxes (exclusive of ad valorem taxes) which the Municipality may impose for the rights and privileges herein granted or for the privilege of doing business within the Municipality. Section 3. As further consideration for this fran- chise and grant, Grantee agrees that (except as otherwise provided in Section 7 hereof), as soon as reasonably possible after a gas supply is availab1~ to Grantee from the pipeline source as herein- after in this Section prescribed and after all requisite certifi- cates of convenience and necessity and other authorizations and approvals, if any, shall have been obtained from the Federal Power C01llffiission and all other pUblic regulatory authorities having juriSdiction over any of the operations of the Grantee or the acquisition of gas by or the furnishing of gas to the Grantee, it will construct its plant, works, gas main or other facilities for the purchase and transmission, distribution and sale of gas hereunder, and otherwise comply with the terms of this franchise; provided, howerver, that notwithstanding the foregoing provisions of this Section 3, Grantee shall be under no Obligation to qegin the construction of its facilities until all such requisite certificates, authoriz~tions and approvals have been obtained or until such time as natural gas is available for purchase by Grantee at such point of delivery and at such price or prices, and in such quantities as Grantee in its solw discretion deems sa t i sfactory and approves. I Section 4. All Mains, pipes, f"ixtures and other facitlities installed by virtrie of this ordinance shall be so installed, erected and maintained so as to interfere as little as possible with normal traffic over the streets, avenues, alleys and"public places of Municipality. Grantee shall secure a permit for any opening it shall make in streets, avenues, alleys and pUblic places in the Municipality, and shall be subject to all applicable ordinances, but no additional payment shall be required of" Grantee for any such permits. The location and relocation of any and all facilities shall be fixed and remain under the super- vision and be with the approval of such representatives of the governing body of Municipality as Municinslity may designate for such purpose, but not so as unreas~)[:ably to inte.r-fere with the proper operation of Grantee's facilities and services. Grantee shall properly protect all excavations which it shall make in the streets, avenues, alleys or public places of Municipality during construction and shall, SUbject to the approval of Municipal.ity at its own expense, refill such excavations and restore the streets, avenues or pUblic places wherev.er the. same are disturbed to the former condition as nearly as practicable, and within the shortest practicable time, and shall maintain, repair end keep in good condition fo~ a period of ope year all portions of streets, avenues and alleys distunbed bu it or its agents, proviaed that in case Grantee shall f'ail after reasonable notice to repair or restor& same to its ~riginal condition, Municipali ty shall have the right to make -such repairs .and restorations and the cost thereOf" sh~ll ge paid by Grantee; provided., l'urther, Grantee shall in the Construction, maintenance and operation of its gas system in MuniCipality use all reasonable ana proper precautions to avoid damage or injury to p.ersons or property and shall hold the Municipality safe. and harmless l'rom any and all damage, injury and expense caused by the negligence of" Grantee or its agents or servants in the installation, main- tenance and operation of its f"acilities; orovided the Grantee shall have been notifi-ed by the Municipality in writing of any claim against the Mu-nicipality on account thereof" and shall have been given ample oppo~tunity to defend the same. Wherever the MuniCipality shall pave or repave any streets or shall change the grade or line of" any street or public place or shall construct or reconstruct any conduit, water main, sewer or water connection or other municipality, pUblic works or utility, it shall be the duty of Grantee when so roaered by Municipality to change its mains, services and other property in the streets or public places at its own expense so as to conform to the established grade or line of such street or public place and so as not to interfere wi th, the condu1 ts, sewers and other mains as constructed or reconstructed; however, Grantee shall not be require~ to relocate piptes, mains and appurten~nces when the , -~ I I I 3. street, alley or public grond in which they are located is vacated for the convenience of abutting property owners and not as an incident to a publ ic improvenient, unless the reasonabl e cas t of such relocation and the loss and wxpense tesulting therefrom i~ first paid to Grantee. Whenever Municf~ality gra~ts a permit for an eX0avation in a street, alley or other public ground and the work contemplated by the permit may' expose gas pipes, mains and appurtenances of Grantee, Municipality shall promptly furnish a copy of the permit to Grantee. Section 5. If and to the extent the same is obtainable with premium and other terms which, in the opinion' of the Grantee, are reasonable, Grantee shall, so long as this franchise shall be in effect, keep and maintain in force,in reputable insure~s, pub- lic liability and property damage insurance against liability for bodily injury, with limits of not less than $25,000 as to each person and $500,000 'as to each Be cident, and a'~ainst liability for property damage, with limits of not less than $10,000 as to each accident, and if so requested by the Municipality, the Grantee shall file with the C]<ork of the Municipality a certificate evidencing the aforesaid insurance then maintained by the Grantee. Section 6.. Municipality shall have access at all reasonablshours to all Grantee's plans, contracts and engineering, accounting, financial, statistical, member and service records relating to the property and operation of Grantee. 221. Section 7. Grantee shall, within ttirty (30) days after the,adoption of this ordinance, file with the Clerk of the Munici- pallty an executed counterpart af the said contract substantially in the form thereof attached hereto as Exhibit A (whiCh contract, among other things, will contain an acceptance hereof by the Grantee),'signed by its proper orficers and attested by its cor- por~te seal, and shall begin to supply gas service under this franchise within 18 months after natural gas is made available (as Presoribed in Section 3 hereof) to Grantee for distribution and after the requisite certificates, authorizations and approvals also described in Section 3 have been obtained as prescribed therein; provided, however, that such 18 months' period shall be extended by the addition of any time reasonably lost due to liti~ gat ion instituted by others or due to the action of Municipality, its officers or governing body, or of any other governmental body or authority, or due to strikes or other causes reasonably beyBnd control of Grantee. Otherwise the provisions of this franchise shall be null and void. ---- - ... - .--- -.... .- Section 8. The Grantee shall not sell, assign; \'e~rs8"__ .' .-:- .:....:.. or otherwise dispose of any part or all of its interests -J!1 t-his,'~0- franchise, except that nothimg here;, r contained shall preve'llt /or.-:-.-.:., restrict the Grantee from (or require the consent of the......:"., -~ ::.:~ Municipality in connection therewith) assigning its right;, title~ 2 and interest herein under anyone or more mortgages ,trus-t._deed3_-.; or other liens created to secure any indebtedness of. the. Gra!]:tee " incurred or to be incurred for money borrowed for corpol'at.e."'>.~" Objects. "- Section 9. Consistent with its interest in the gas system and the operation thereof, Municipality agrees that its legal, engineering and other branches of city government will cooperate with Grantee for the benefit of the inhabitants of Municipality. Section 10. The invalidity of any provision or provisions of this ordinance shall not affect the validity of the remaining provisions hereof, but in such event this ordinance shall be construed and applied as if the provisions thereof which are invalid were not a part hereof. Section 11. All ordinances and parts of ordinances of Municipality in conflict herewith shall be and the same are hereby trprslrf. Adopted and approved March 5 1956 A.' ..... ~ " AT'l'E :,--- " ---------~-:- . ,~Ci ty erk