(1) Mutual
agreement.
(2) Disapproval
of transfer.
(3) Early
termination - fifth year.
Section 7. Changing Conditions.
(A) Renegotiation.
(B) Continuation
of gas service.
(C) Participation in restructuring proceedings.
Section 8. Compatibility With
Tariffs, Rules and Regulations.
(A) Supremacy of and
compliance with Missouri Commission and FERC rules.
(B) Filings
of inconsistent matters; renegotiation.
Section 9. Most Favored Nation
Provision.
(A) (1) Replacement
of franchise by the City.
(2) Replacement
of franchise by the Company.
(B) Consistent
rates.
Section 10. Regulation by the
City.
(A) Compliance with
all local laws.
(B) Exercise
of Citys police power.
(C) Protection
of Company.
(D) Abandonment
of regulation by the Missouri Commission.
Section 11. Payment of Fees to the
City.
Section 12. Construction,
Maintenance, Excavation and Restoration on Public Rights of Way.
(A) Permits.
(B) Placement
of facilities.
(C) Emergency excavation.
(D) Restoration of sites.
(E) Scope of excavation.
(F) Advance notice.
(G) Improvements in the Public Right of Way.
(H) Subordination
to Citys use of easements.
(I) Responsible
Persons.
(J) Coordination of projects.
Section 13. Joint Operating
Committee.
Section 14. Horticultural
Projects.
(A) Coordination
of planning and projects.
(B) Boring
and micro tunneling.
(C) Removal
and replacement of trees.
Section 15. Location of Company
Facilities.
Section 16. Reportable Incidents
and Service Interruptions.
(A) Reports to the City.
(B) Notification of interrupted
service.
Section 17. Damages to Property.
(A) Company
damage to City's facilities.
(B) City
damage to Company's facilities.
(C) Consideration
of claim by JOC.
Section 18. Claims.
Section 19. Indemnity.
(A) Companys
indemnity of City.
(B) Citys indemnity
of Company.
Section 20. Insurance.
(A) Insurance
required for Company and City.
(B) Annual certificate of insurance.
Section 21. Bankruptcy.
Section 22. Acquisition by City.
Section 23. Rates.
(A) Compliance with
rate orders.
(B) Notice to City of rates.
(C) Separate rate agreement.
Section 24. Equal Employment
Opportunity.
Section 25. Affirmative Action
Plans.
Section 26. Weatherization
Program.
Section 27. Compliance with Air,
Water and Noise Pollution Laws.
Section 28. Toll-Free Number for
Emergencies.
Section 29. Technological
Improvements.
Section 30. Oversight.
(A) Franchise
Administrator.
(B) Companys
cooperation with Franchise Administrator.
(1) Access
to records.
(2) Access
to reports.
(a) Companys
real property.
(b) Capital
improvement plans.
(c) Map
of facilities.
(d) Proprietary
reports.
(3) Annual
review or method of billing the City.
(4) Annual
review of cooperative efforts.
(5) Missouri
Commission and FERC filings provided to City.
(C) Limitation
on access.
Section 31. Independent
Contractors.
(A) Notification to
City.
(B) Notification of tax
responsibilities.
Section 32. Failure to Comply.
(A) Compliance
by Company.
(B) Compliance
by City.
(C) Remedies.
Section 33. Mediation of Disputes.
Section 34. Notices.
Section 35. Delegation of Duties.
Section 36. Non-Waiver.
(A) Effect of franchise.
(1) Power
of the City.
(2) Power
of the State.
(3) Power
of other jurisdictions.
(4) Power
of other authorities.
(5) Access
to the courts.
(B) Continuing
obligation to comply.
Section 37. Severability.
Section 38. Execution.
Section
1. Definitions.
For
the purpose of this Franchise, the following words and phrases shall have the
meaning given in this Section 1. When not inconsistent with the context, words
used in the present tense include the future tense, words in the plural number
include the singular number, and words in the singular number include the
plural number. The words "shall" or "will" are mandatory
and "may" is permissive. Words not defined in this Section 1 shall
be given their common and ordinary meaning.
(A) "City"
means the City of Kansas City, Missouri, a municipal corporation of the State
of Missouri, and all of the territory within its present and future boundaries.
(B) "Company"
means Missouri Gas Energy, a division of Southern Union Company, a corporation
organized and existing under the laws of the State of Delaware, or any
successor, transferee or assignee of Missouri Gas Energy approved pursuant to
Section 4 herein, but does not mean any of Southern Union Company's other
divisions, affiliates, or subsidiaries, or any owner thereof, or any other
entity in which Southern Union Company or Missouri Gas Energy has an ownership
interest.
(C) "Council"
or "City Council" means the elected governing body of the City of
Kansas City, Missouri.
(D) "Director
of Public Works" means the Director of Public Works of Kansas City,
Missouri or his/her designee, or a person designated by the Board of Parks and
Recreation Commissioners to the extent that the Board of Parks and Recreation
Commissioners has jurisdiction over the relevant activity or subject matter.
(E) "Facilities"
means the existing or future mains, pipes and other parts of the Company's gas
distribution system located within the City.
(F) "FERC"
means the Federal Energy Regulatory Commission.
(G) "Franchise
Administrator" means the City Manager of Kansas City, Missouri or his/her
designee.
(H) "Missouri
Commission" means the Public Service Commission of the State of Missouri.
(I) "Public
Improvement" means the construction, reconstruction, removal, repair,
vertical or horizontal adjustment, realignment, rehabilitation, grading,
regrading, widening, paving or repaving, for a governmental purpose, by the
City, its contractors or agents, of facilities owned by the City, including,
but not limited to, any sidewalk, curb, curb inlet, street, avenue, boulevard,
parkway, alley, highway, bridge, culvert, viaduct, tunnel, over or underpass,
telephone line, telecommunication line, traffic signal, traffic signals' wires,
streetlight pole, sanitary sewer, storm sewer, manhole, field inlet, pipe and
any and all appurtenances thereto within any Public Right of Way owned or
dedicated to the City.
(J) "Public
Right of Way" means the surface, the air space above the surface, and the
underground space and rights below the surface of any right of way and of any
public street, and any avenue, boulevard, alley or public highway, lane, path, sidewalk,
drive, tunnel, parkway, waterway or other public right of way and all property
owned, controlled or leased by the City including public utility easements or
rights of way in which the City has jurisdiction except those devoted to a
single use such as water system or aviation easements obtained by the City
solely for such special use, and any temporary or permanent fixtures or
improvements located thereon now or thereafter held by the City in which the
City holds rights sufficient, without the consent of any other person, to
permit the Company the use thereof for the purpose of installing or maintaining
its Facilities. Notwithstanding the foregoing, "Public Right of Way"
does not include any bridge or viaduct.
Section
2. Repeal of Existing Franchise.
Ordinance
No. 34112, enacted June 30, 1967, entitled "An ordinance granting to the
Gas Service Company, a corporation, operating a gas distribution system in The
City of Kansas City, Missouri, its successors and assigns, a franchise for a
period of thirty years from and after the passage, acceptance and effective
date of this ordinance, to operate a natural gas distribution plant and system
in said city; and repealing committee substitute for Ordinance No. 4489 and all
amendments thereto and extensions and renewals thereof," and all
amendments thereto and extensions and renewals thereof, are hereby repealed.
Section
3. Grant of Non-Exclusive Franchise.
(A) Authority
to operate. Subject to the terms, conditions and provisions of this Franchise,
the City hereby grants unto the Company the right, privilege and authority to
continue to maintain and operate its Facilities in places lawful under
Ordinance No. 34112 or any successor ordinance, and to construct, maintain and
operate in the present and future Public Rights of Way, its Facilities,
together with the right, privilege and authority to acquire, construct,
maintain and operate therein and thereon such additions and extensions thereto
as may be necessary or desirable, all for the purpose of supplying natural gas
for all purposes to the inhabitants of the City and consumers in the vicinity
thereof; provided, however, that such rights, privileges and authority shall
never be deemed to be exclusive to the Company, and the City reserves the right
to grant a similar use of such Public Rights of Way to any person or
corporation at any time during the term of this Franchise, provided that such
grant does not materially interfere with the Company's physical ability to
exercise the rights granted to it hereunder to lay and maintain its Facilities
necessary to the sale, transportation and distribution of gas in and along the
Public Rights of Way. Furthermore, such rights, privileges and authority shall
be subject to the ordinances and other rules and regulations of the City, the
Board of Parks and Recreation Commissioners, and any other proper entity,
currently in effect and as may be properly amended or enacted from time to
time.
(B) Bridges
and viaducts. Except as provided in Section 4, the Company shall have no right
to construct, operate and maintain its Facilities and additions and extensions
thereto on the present and future bridges and viaducts in the City (including
any renovation, rehabilitation, or widening of existing bridges and viaducts,
and any construction of new bridges and viaducts) unless and until the Company
applies for and obtains authorization from the City for such activities. If
necessary and appropriate, the City may authorize such activities on a
case-by-case basis. The City and the Company recognize that such activities
should generally be authorized so long as such activities, in the City's
opinion, do not adversely affect the public health or safety, or the structural
integrity and aesthetic qualities of the bridges and viaducts in the City. The
Company shall not be permitted, without prior review and approval by the City,
to change the size, shape or location of its existing Facilities on the bridges
or viaducts. The City and the Company shall coordinate the mechanism and financial
arrangements for the construction of the Company's Facilities on the bridges
and viaducts in the City. The Company shall be responsible for all costs for
the design and construction of its Facilities on the bridges and viaducts in
the City, regardless of whether such Facilities are installed by the City's
contractor or the Company's contractor. In the event that bridges or viaducts
within the City are or will be owned and maintained by any federal, state or
county governmental entity and such federal, state or county governmental
entity imposes lawful occupancy, use or maintenance fees, or any requirement
which differs from an equivalent City requirement, relating to the
construction, operation and maintenance of the Company's Facilities and
additions and extensions thereto, the Company shall hold the City harmless from
such fees and requirements. All Facilities on the Citys bridges and viaducts
on the effective date of this ordinance shall be considered authorized under
the terms of this section.
Section
4. Relations with the K.C. Terminal Railway Company.
(A) Continued
use of facilities. Pursuant to the provisions of Ordinance No. 2336, known as
the K.C. Terminal Railway Company franchise, approved July 7, 1909, and as the
same has been amended, said K.C. Terminal Railway Company, in Sec. 21 thereof,
granted to the City the right to permit others to use certain viaducts for
carrying along or under the same, their pipes, conduits or wires for any public
purposes under the conditions in said section provided.
(B) Company's
obligations. In accordance with and subject to said Sec. 21, the Company shall
have the right to continue to use such viaducts in order to operate, repair and
maintain its Facilities now existing on such viaducts as heretofore authorized
by the City as may be necessary in the conduct of its business provided that:
(1) the Company shall replace such Facilities only with materials of similar
size and shape unless otherwise authorized by the City pursuant to Section
3(B); (2) such viaducts are of sufficient strength to carry such Facilities;
and (3) in the use of the viaducts the Company shall not materially interfere
with the operations of the K.C. Terminal Railway Company and shall keep such
Facilities in good repair and free from defects in accordance with the
provisions of the said Ordinance No. 2336 as amended.
(C) Non-interference.
Nothing in this Franchise shall be construed as giving to the Company the right
to control or interfere with the rights, privileges and franchises heretofore
granted by the City to any other corporation or person for the use of the
Public Rights of Way, bridges and viaducts of the City, nor shall anything in
this Section 4 contained be construed as relieving the K.C. Terminal Railway
Company from any obligation to the City or giving, granting or creating any new
right to or for its benefit.
Section
5. Transfer of Franchise Rights and Obligations.
(A) Consent
of City required. The Company shall not, without prior approval by the City in
writing, sell, assign, transfer or convey in any manner this Franchise or any
of the rights or privileges granted hereunder to another entity (including any
successor or assign of the Company); provided, however, that nothing herein
shall be construed to prevent the Company from giving a mortgage or voluntary
lien on any of its Facilities to secure indebtedness lawfully authorized on
notice by the Missouri Commission to the City and an opportunity to be heard
thereon before the Missouri Commission or other lawful authority of the State
of Missouri having jurisdiction of the matter.
(B) Continuation
of franchise. This Franchise shall be binding on the successors and assigns of the
City and of the Company subject to approvals set forth in Section 5(A), except
that this Franchise shall terminate if a sale, transfer, or assignment, as
described in Section 5(A), is not approved by the City.
Section
6. Term of Franchise.
(A) Ten
year term. This Franchise, and the rights, privileges and authority granted
hereunder, upon receipt of all necessary approvals, shall be in force for a
period of ten years from the effective date of this ordinance. Furthermore, it
is recognized by the City and Company that from May 10, 1998 to the effective
date of this ordinance, the extension of the franchise first granted by
Ordinance No. 34112 was not addressed by an additional extension document. The
City and Company agree that during the term from May 10, 1998, to the effective
date of this ordinance the terms of Ordinance No. 34112 were properly
applicable to the Companys operation of its Facilities in the City, and to the
Citys responsibilities to the Company.
(B) Early
termination. Notwithstanding the foregoing, this Franchise shall terminate at
the time any of the following events occur:
(1) Mutual agreement. The City and the Company
mutually agree to terminate the Franchise;
(2) Disapproval of transfer. The City does not
approve a sale, transfer or assignment of this Franchise as described in
Section 5 herein; or
(3) Early termination - fifth year. The City or
the Company terminates the Franchise, after providing six months' written
notice to the other, at the fifth year after the effective date of the
ordinance approving this Franchise.
Section
7. Changing Conditions.
(A) Renegotiation.
The Company and the City recognize that many aspects of the gas utility
business are currently the subject of discussion, examination and inquiry by
different segments of industry and affected regulatory authorities and that
these activities may result in fundamental changes in the way the Company
conducts its business and meets its service obligations. In recognition of the
present state of uncertainty respecting these matters, the Company and the City
agree, on request of the other, to negotiate in good faith an amendment to this
Franchise or enter into separate, mutually satisfactory arrangements to effect
a proper accommodation of such developments.
(B) Continuation
of gas service. Without limiting the generality of the foregoing, if
administrative or legislative changes are initiated which would allow the
Company to discontinue service to any customer within the City for reasons
other than a violation of the Company's rules and regulations as approved by
the Missouri Commission, and such customer has no access to an alternative gas
supplier, the Company and the City shall meet to negotiate in good faith to
establish a means of preventing lapses in gas service to customers to which the
Company plans to discontinue service. The Company and/or the City shall have
the right to submit to mediation under Section 32 herein any issue that remains
in dispute after such good faith negotiation efforts. In no event shall the
Company unilaterally discontinue service to any person or entity within the
City, including the City, which has no access to an alternative gas supplier
and has not violated the Company's rules and regulations as approved by the
Missouri Commission. In addition, the Company shall, upon request by the City,
make a good faith effort to assist the City in obtaining alternative gas supply
for such person or entity.
(C) Participation
in restructuring proceedings. Unless otherwise specified in this Franchise,
nothing in this Section 7 shall be construed to limit the right of the Company
or the City to take or advance whatever position each may deem appropriate
regarding changes to the gas utility business.
Section
8. Compatibility With Tariffs, Rules and Regulations.
(A) Supremacy
of and compliance with Missouri Commission and FERC rules. The City and the
Company recognize that the lawful provisions of any applicable (1) rules and
regulations of the Missouri Commission and FERC and (2) schedules and tariffs
of the Company approved by and in effect with the Missouri Commission and FERC,
are controlling over any inconsistent provision in this Franchise dealing with
the same subject matter. In the opinion of both the Company and the City, no
provision of this Franchise is inconsistent with any of the lawful provisions
of the Company's schedules and tariffs or with any lawful rule or requirement
of the Missouri Commission or FERC in effect as of the date of execution of
this Franchise. If the Missouri Commission or FERC makes any proposal which,
in the Citys opinion, would be inconsistent with any provision of this
Franchise, the City may request the Company's opinion on the consistency of
such proposal with the Franchise. The Company shall respond to such request in
a timely manner. If the Company makes a good faith determination that such
Missouri Commission or FERC proposal would be inconsistent with any provision
of this Franchise, the Company shall, to the extent time permits, consult with
the City before taking any formal position on such proposal, or if time does
not permit, as soon as possible thereafter. If the Missouri Commission or FERC
prescribes final rules or requirements so that the Company may not reasonably
comply with both the provisions of this Franchise and the rule or requirement
of the Missouri Commission or FERC, the Company shall comply with such rule or
requirement instead of such provision of this Franchise.
(B) Filings
of inconsistent matters; renegotiation. If, during the term of this Franchise,
the Company shall file a schedule or tariff with the Missouri Commission or
FERC which conflicts with or is inconsistent with any portion of this
Franchise, the Company shall contemporaneously provide a copy of such schedule
or tariff to the City Attorney. The City and the Company recognize that such
Company filings generally should not occur during the term of this Franchise.
The Company shall promptly notify the City in writing of any such schedule or
tariff which is approved by the Missouri Commission or FERC. The City may,
within thirty (30) days after the City's receipt of such notification, inform
the Company in writing that the City desires to commence negotiations to amend
such portion of this Franchise in conflict with or inconsistent with such
approved schedule or tariff. Within thirty (30) days after the Company's
receipt of such written notice from the City, the Company shall, at a mutually
agreeable time and place, commence such negotiations. The City and the Company
shall thereafter conduct such negotiations at reasonable times, in good faith,
and with due regard to all pertinent facts and circumstances.
Section
9. Most Favored Nation Provision.
(A)(1) Replacement
of franchise by the City. Should the Company, during the term of this
Franchise, accept or enter into with any other municipality within the
Company's current service area, a franchise or contract with different terms,
conditions or provisions than are included in this Franchise, the Company shall
offer the City such franchise or contract which may be accepted by the City
only in its entirety and become effective and binding on the parties once
accepted by the City Council.
(2) Replacement of franchise by the Company. Should the City, during the term
of this Franchise, accept or enter into with any other natural gas utility
company a franchise or contract with different terms, conditions or provisions
than are included in this Franchise, the City shall offer the Company such
franchise or contract which may be accepted by the Company only in its
entirety and become effective and binding on the parties once accepted by the
Company.
(B) Consistent
rates. Unless cost justified and to the extent not inconsistent with Missouri
law, including lawful Missouri Commission rules or regulations or approved
Company tariffs, the Company, during the term of this Franchise, shall not
charge more for any service or supply provided within the City than for similar
or identical service or supply provided to any other similarly situated
customer or consumer of the Company in Missouri.
Section
10. Regulation by the City.
(A) Compliance
with all local laws. In performing any activity set forth in this Franchise,
the Company shall comply with all lawful City ordinances, codes, resolutions,
regulations, standards, and procedures, including but not limited to those
governing traffic control within the City and those established by the Board of
Parks and Recreation Commissioners for property under its control, and all
lawful state or federal laws, regulations or standards, as now or hereafter may
exist.
(B) Exercise
of Citys police power. The City expressly reserves, and the Company expressly
recognizes, the City's right and duty to adopt, from time to time, in addition
to the provisions contained in this Franchise, such lawful Charter provisions,
ordinances, regulations, standards, codes and procedures as may by the City be
deemed necessary in the exercise of its police and franchise powers for the
protection of the health, safety and welfare of its citizens. The Company
shall, at all times during the term of this Franchise, be subject to and comply
with such provisions, ordinances, regulations, standards, codes and procedures.
(C) Protection
of Company. The City shall enact all needful and requisite ordinances to
protect the Company and its Facilities from damages, impositions and frauds,
and to prevent unnecessary waste of gas; and the Company shall have the power
to make all reasonable, needful rules and regulations for the collection of its
revenue, prevention of waste and the conducting and management of its business
as it may, from time to time, deem necessary; provided, however, that the City
shall incur no liability by any failure to enact any such ordinance, and the
City does not hereby waive its police power or right of governmental control
over the subject matter of this Franchise.
(D) Abandonment
of regulation by the Missouri Commission. In the event that the Missouri
Commission, in the City's opinion, significantly reduces its regulation of or
ceases to regulate any activity affecting any aspect of the Company's gas
business within the City (including but not limited to rates for gas services,
gas quality and pressure, metering, billing, gas shut-offs, repair and
construction of the Company's Facilities, termination and reinstatement of
service, gas for domestic and industrial purposes, transfer of the Company's
Facilities, service during cold weather, affiliate relations, gas supply and
distribution), the City shall, to the extent permitted by law, have the right
to regulate any such Company activity.
Section
11. Payment of Fees to the City.
The
Company agrees to pay any lawful fees imposed by current City ordinances and
those enacted from time to time during the term of this Franchise. The Company
further agrees to pay lawful fees imposed as a result of such ordinances being
modified or amended, in whole or in part, by the City.
Section
12. Construction, Maintenance, Excavation and Restoration on Public Rights of
Way.
(A) Permits.
Whenever it becomes necessary for the Company to excavate in the Public Rights
of Way in order to install, construct, repair, maintain, adjust, relocate or
replace any of the Company's Facilities now located, or to be located on the
Public Rights of Way, the Company shall first obtain all appropriate written
permits from the City (such as excavation and traffic control permits) and pay
any fees set forth in relevant City ordinances or other rules and regulations
or in this Franchise. Excavation and traffic control permits issued under this
Section 12 shall state the particular parts or points of the Public Rights of
Way where excavations are made or to be made, and the length of time within
which the Company shall be required to complete its work.
(B) Placement
of facilities. All future Company Facilities shall be set so that, at the time
such Facilities are installed, they will not interfere with any existing water
mains or sewer mains or City telecommunication facilities, parks, trees and
other landscape plantings, or any other municipal use of the Public Rights of
Way; provided, however, that the City may, upon written application by the
Company and for good cause shown, relieve the Company on a case-by-case basis
of its obligations under this sentence. Additionally, in setting its
Facilities, the Company shall make a reasonable attempt not to interfere with
any existing facilities of entities lawfully occupying the Public Rights of
Way. All such Company Facilities shall also interfere as little as practicable
with ordinary travel of the Public Rights of Way.
(C) Emergency
excavation. The Company may excavate in the Public Rights of Way prior to obtaining
a permit therefor in emergency situations only; provided, however, that the
Company shall report all such excavations to the Director of Public Works and
apply for a permit on the next business day following commencement of each such
excavation. For purposes of this Section 12(C), "emergency
situations" are those where the health and safety of the citizens of the
City are in imminent danger. The Company shall hold and save the City
harmless from all loss and damage by reason of such emergency excavations as
more fully provided elsewhere in this Franchise.
(D) Restoration
of sites. Within a reasonable time after the Company installs, constructs,
repairs, maintains, adjusts, relocates or replaces its Facilities on the Public
Rights of Way, the Company shall refill all trenches in which its Facilities
are located in accordance with applicable City ordinances. The Company shall
replace and restore, at no expense to the City, the City-owned pavement,
sidewalks, curbs and grassed areas disturbed, destroyed or injured by such
Company work with like materials and to at least their former condition. If
such City-owned pavement, sidewalks, curbs or grassed areas shall have been
laid under any guarantee for their maintenance and repair for a period of time,
the Company shall also keep the restored pavement, sidewalks, curbs and grassed
areas in repair for such period as specified on the permit issued to the
Company as authorized or required by applicable City ordinance. The restoring
of the pavement, sidewalks, curbs and grassed areas shall be subject to
inspection by the Director of Public Works. After the restoration work has
been completed, the Company shall promptly notify the Director of Public Works,
in writing, that the same has been done. If, upon inspection, the Director of
Public Works finds such work to be unsatisfactory, the Director of Public Works
may condemn the same and the Company shall repair or replace the work at its
cost within a reasonable amount of time as specified by the Director of Public
Works; provided, however, that no such condemnation shall be made subsequent to
the expiration of the Company's obligation to maintain the restored pavement,
sidewalk, curb or grassed area as above provided. If the Company fails,
neglects or refuses to refill such trenches and restore the City-owned
pavement, sidewalks, curbs and grassed areas to at least their former condition
within the time specified in applicable City ordinances, then, after providing
72 hours' notice to the Company, the City may do all of such work at the cost
and expense of the Company, for which the Company shall reimburse the City
within a reasonable amount of time after the presentation of a bill therefor by
the City. The City shall grant any request by the Company to extend the time
to restore the City-owned pavement, sidewalk, curb or grassed area if the City
determines that performance by the Company within the permitted time was
rendered impossible because of events which were beyond reasonable control of
the Company. Such extension shall be for the shortest period necessary to
complete the restoration.
(E) Scope
of excavation. The Company shall not open or encumber, at any one time, any
more of the Public Rights of Way than may, in the opinion of the Director of
Public Works, be reasonably necessary to enable it to proceed with advantage in
laying or repairing its Facilities nor shall it permit any such Public Right of
Way so opened or encumbered by it in the installation, construction or repair
of its Facilities to remain open or encumbered for a longer period of time than
shall, in the opinion of the Director of Public Works, be reasonably
necessary. In all cases where any such Public Right of Way shall be excavated
or encumbered by the Company, it shall take all precautions for the protection
of the public, usual in such circumstances, and as may be required by general
ordinances of the City, and the Company shall be solely responsible for all
damages to persons and property on account of performing the aforesaid work in
the Public Rights of Way.
(F) Advance
notice. In order to avoid unnecessary and costly delays and to permit the
Company to complete its relocation activities, the City shall provide to the
Company reasonable advance notice of the City's projects, and the Company shall
prepare, complete and provide to the City the Company's design for any activity
described in this Section 11 prior to or concurrently with the completion of
the design of the relevant project of the City. The Company shall complete its
relocation activities no later than the time when the City's contractor begins
to work on the relevant City project, unless prior mutual arrangements are made
that allow the Company to work on its relocation activities concurrently with
the City's contractor.
(G) Improvements
in the Public Right of Way. Whenever the City shall engage in a Public
Improvement project or authorize by ordinance any Public Improvement project in
a Public Right of Way in, along or across which the Company shall have
installed any of its Facilities, it shall be the duty of the City to provide
reasonable advance notice to the Company and to provide such plans as the
Company may reasonably require. The Company shall, at no expense to the City,
change or relocate the appropriate part of its Facilities so as to conform to
the Public Improvement project upon a request therefor, from the Director of
Public Works, to do so; provided, however, that the Company shall not be
required by the Director of Public Works to change or relocate its Facilities
at the Company's expense more often than once in three years at any given
location so as to conform to the Public Improvement project. It shall be the
further responsibility of the Company to promptly review all Public Improvement
projects submitted to it by the Director of Public Works for such review and to
notify the Director of Public Works of all alterations of the Company's
Facilities which will be occasioned by the proposed Public Improvement
project. Upon the Company's request, the City shall make reasonable efforts to
establish on-site reference points that identify the Public Right of Way from
which the Company may locate its Facilities. Upon reasonable notification by
the Director of Public Works of the timing of the Public Improvement project,
the Company shall use all reasonable efforts to make and complete the required
alteration of its Facilities prior to the commencement of the project.
(H) Subordination
to Citys use of easements. The Company's right to use its private and public
easements shall be subordinated to the City's use of the such easements,
without causing delay to the City's project schedule. Nothing in this Section
12(H) shall be construed to affect the Company's ability to seek compensation
for moving its Facilities located in private easements.
(I) Responsible
persons. Within five days after the effective date of this Franchise, the
Company shall provide to the City the name, address, phone and facsimile
numbers of the person within the Company responsible for addressing and
responding to any questions and complaints that the City may have in relation
to excavation permits and traffic control permits.
(J) Coordination
of projects. In performing any activities described in this Section 12, the
Company shall coordinate with other utilities or other governmental or private
entities engaged in the construction, excavation, installation, maintenance,
renovation, repair, adjustment, restoration, relocation and replacement of
utility facilities, so that as many of the activities are undertaken and
completed as part of the same project as practicable.
Section
13. Joint Operating Committee.
The
City and the Company shall each appoint four voting representatives and may
appoint non-voting representatives as appropriate to a Joint Operating
Committee ("JOC") which shall provide a forum for communication
between the parties. The City shall provide representatives from at least the
Parks and Recreation Department and the Public Works Department. The Company
shall provide at least one representative authorized to speak for the Company
on matters affecting trees. The JOC shall have a chairperson who will be
appointed by the City and shall serve as a non-voting member of the JOC. Such
chairperson shall be responsible for development of the agenda, establishment
of meeting times, and coordination of meetings. The JOC shall meet at least
quarterly or sooner at the request of either party to address issues concerning
all construction, excavation, installation, maintenance, renovation, repair,
adjustment, restoration, relocation and replacement projects proposed by the
Company within the City that may affect the City's property, and all such
projects proposed and made known by the City to the Company that may affect the
Company's Facilities.
Section
14. Horticultural Projects.
(A) Coordination
of planning and projects. The Company recognizes the impact on the aesthetic
and environmental benefits of trees when it excavates in the Public Rights of
Way in order to install, construct, repair, maintain, adjust, relocate or
replace any of the Company's Facilities now located, or to be located on such
Public Rights of Way. The City recognizes the additional future costs that may
be imposed on the Company by planting trees near the Company's Facilities. The
Company and the City therefore agree, through the JOC, to develop close
cooperation between the Company and the City in matters that may affect the
horticultural operations of the City and the Company's natural gas operations.
The JOC shall establish direct lines of communication between the relevant City
and Company officials authorized to deal with matters affecting trees located
within the Public Rights of Way. The Company shall notify the City's
representatives on the JOC, and receive comments from the City, prior to
finalization of the Company's tree plan for an area. The City will notify the
Company, and receive comments from the Company, prior to finalization of the
City's commitment to plant trees in the Public Rights of Way, which may have an
impact on the Company's Facilities.
(B) Boring
and micro tunneling. The Company recognizes that trees and other landscape
plantings need to be protected from any physical injury caused by the Company's
activities involving its Facilities, and that open excavation in tree root
zones may cause irreparable damage to trees and other landscape plantings.
Accordingly, to the extent that the Company engages in activities which may
affect the root zone, the Company shall use boring and micro tunneling. If the
Company demonstrates that it is economically prohibitive or technically
infeasible to do so, the City may grant an exception to the requirement that
the Company use boring and micro tunneling.
(C) Removal
and replacement of trees. The Company shall remove and replace, at its expense,
all trees which die or are significantly damaged as a result of the Company's
activities, as mutually determined by the City Forester and the Company's
authorized representative, for a period of two years from the completion of
such activities. The Company shall remove such dead or damaged trees within
thirty days from the date of notification by the City, and replace such trees
with trees of the same or similar species and size, but in no case less than
2" caliper or more than 5" caliper. All replacement trees shall meet
the standards of the American Association of Nurserymen. The City shall
determine the size, species and location of replacement trees. The Company
shall plant the replacement trees in the next appropriate planting time after
removal, as determined by the City. All replacement trees shall have a one
year warranty and shall be watered by the Company throughout the warranty
period to ensure establishment. Nothing in this Section 14 shall be construed
to waive any right or power of the City, including the Board of Parks and
Recreation Commissioners, to file any claim or otherwise seek compensation
against the Company for its failure to comply with or fulfill any obligation
set forth in this Section 14.
Section
15. Location of Company Facilities.
The
Company shall promptly, upon requests from time to time made by the Director of
Public Works, provide to the Director plats of its Facilities located in the
areas of the City designated in the requests and shall, upon request, provide
such assistance as may reasonably be necessary in physically locating the
Facilities.
Section
16. Reportable Incidents and Service Interruptions.
(A) Reports
to the City. If the Company notifies the Missouri Commission of any reportable
incidents as required by applicable Missouri Commission regulations or the
Company's schedules and tariffs, the Company shall contemporaneously notify the
City of any such reportable incidents.
(B) Notification
of interrupted service. The Company shall make a good faith effort to notify
potentially affected customers prior to performing any work on its Facilities
that may result in an interruption of gas service to customers in the City.
Section
17. Damages to Property.
(A) Company
damage to City's facilities. In the construction, maintenance, operation,
installation, excavation, renovation, repair, adjustment, restoration,
relocation and replacement of its Facilities, the Company shall use all
necessary care to avoid doing or permitting to be done any damage to the water
pipes, sewers, conduits or any property of the City or to trees along the
Public Rights of Way and shall use all reasonable care to avoid injury to the
property of any person or corporation. If the Company shall in such work do,
or permit to be done, any such damage, the Company shall promptly notify the
City of such damage and promptly restore the property so damaged to the
condition in which it was before being damaged, or pay just compensation therefor,
and shall also be liable for any other damages which may result because of such
damage to the City; provided, however, that with respect to horticultural
projects, the Company's obligation and liability shall be as set forth in
Section 14. Furthermore, to effectuate prompt resolution of claims, the City
will promptly notify the Company of damage to the Citys facilities believed to
be caused by the Company.
(B) City
damage to Company's facilities. In the construction, maintenance, operation,
installation, excavation, renovation, repair, adjustment, restoration,
relocation and replacement of its facilities, the City shall use all necessary
care to avoid doing or permitting to be done any damage to the Facilities of
the Company and shall use all reasonable care to avoid injury to the property
of any person or corporation. If the City shall in such work do, or permit to
be done, any such damage, the City shall promptly notify the Company of such
damage and promptly restore the property so damaged to the condition in which
it was before being damaged, or pay just compensation therefor, and shall also
be liable for any other damages which may result because of such damage to the
Company. Furthermore, to effectuate prompt resolution of claims, the Company will
promptly notify the City of damage to the Companys facilities believed to be
caused by the City.
(C) Consideration
of claim by JOC. If requested by the City or Company, a claim may be presented
to the JOC for an initial consideration of the propriety of paying such claim
within the City's and Company's procedures.
Section
18. Claims. The parties are currently investigating and negotiating claims
for damage to property of the City and Company. The City and Company agree to
use their best efforts to resolve all outstanding claims within 90 days of the
effective date of this ordinance. The City and Company understand that
resolution of a claim may include not only payment of all or part of the value
of the damage claimed to have been caused by the other party agreed to by each
party, but a final determination to reject responsibility for the claimed
damage. It is the intention of this provision to bring the negotiations
between the City and Company on outstanding claims issues to a conclusion. Neither
the City nor the Company waive their rights to any legal recourse available to
them for payment of a disputed claim.
Section
19. Indemnity.
(A) Companys
indemnity of City. The Company shall, at all times and under all circumstances,
indemnify, hold and save harmless the City from each and all lawsuits, actions,
liability, damage, injury, claims, demands, judgments, losses, costs or
expenses, relating to or arising out of or occasioned by reason of, either
directly or indirectly, any act, or failure to act, of the Company, its
officers, agents, servants and employees, contractors and subcontractors, with
respect to the operations of the Company within the City and the exercise by
the Company of the rights and privileges under this Franchise. If the City is
sued in any court by any person, firm, association, company or corporation to
recover damages for injuries to persons or property on account of the
operations of the Company within the City and the exercise by the Company of
the rights and privileges under this Franchise, the Company shall be made a
party to and defend all such suits and pay the final judgments, if any,
resulting therefrom.
(B) Citys
indemnity of Company. The City shall indemnify, defend, become responsible for
and forever hold harmless the Company, its officers, agents and employees from
and against all suits, actions, reasonable attorneys' fees, costs, claims, of
any character brought because of bodily injury or death received or sustained,
or loss or damage received or sustained, by any person, or property arising out
of or resulting from any negligent act, error, or omission, or intentional act
of the City or its agents of employees in the public streets, highways or
public property of the City.
Section
20. Insurance.
(A) Insurance
required for Company and City. The Company shall be insured by a company
approved by the City to cover and protect the Company and the City, as an
additional insured, from and against all claims, demands, actions, lawsuits,
judgments, costs, expenses and liabilities which may arise or result, directly
or indirectly, from or by reason of loss, injury or damage to the City, its
property or employees or to other persons or their property, in the minimum
amounts of: (1) one million dollars for property damage for any one claimant;
(2) one million dollars for property damage in any one accident; (3) one
million dollars for personal bodily injury or death to any one person or
individual; and (4) one million dollars for personal bodily injury or death in
any one accident. Should the General Assembly or the courts of the State of
Missouri modify the rule of sovereign immunity as it exists on January 1, 1998,
by increasing the potential liability of the City beyond these amounts, upon
notice from the City, the Company shall provide liability insurance which will
meet or exceed those new amounts.
(B) Annual
certificate of insurance. The Company shall annually submit a certificate of
insurance to the City confirming that a satisfactory policy is in effect, which
policy shall be renewed on its anniversary throughout the term of this
Franchise. The policy shall contain a separate endorsement requiring the
insurance company to notify the City in writing of any change in, or
cancellation of, the policy at least ten days prior to any change or
cancellation.
Section
21. Bankruptcy.
In
addition to all other rights, powers and remedies available to the City, the
City shall have the separate and distinct right to revoke this Franchise and
all the rights, authority, power, privileges and permissions granted to the
Company under this Franchise, if the Company is adjudged to be bankrupt.
However, should the City be prohibited from revoking this Franchise due to the
Company's bankruptcy, the Company shall, as a means of assuring future payments
of franchise fees and assuring future compliance with all other requirements of
this Franchise, provide to the City within 30 days of an order of a court of
competent jurisdiction adjudging the Company to be bankrupt and entitled to the
protection of state or federal bankruptcy laws, a bond in the amount of the
franchise fees paid by the Company to the City the previous year.
Section
22. Acquisition by City.
The
parties recognize the existence of Kansas City Charter Section 408. By
executing this Franchise, the Company does not agree that said Section 408 may
now be used by the City.
Section
23. Rates.
(A) Compliance
with rate orders. All rates established and charges made by the Company for gas
distributed and sold hereunder shall be subject to valid and lawful orders of
the Missouri Commission or other competent regulatory body having jurisdiction
in the premises; provided, however, that nothing contained herein shall be
construed as waiving the rights of either the City or the Company to a review
in the courts in such manner as is now or may hereafter be provided by law of
any findings or order of the Missouri Commission.
(B) Notice
to City of rates. The Company shall provide to the Franchise Administrator
complete schedules of its current and future rates and rules and regulations as
filed with the Missouri Commission.
(C) Separate
rate agreement. The Company and the City shall negotiate in good faith rates
for gas services provided by the Company to the City with the intent to enter
into a separate rate agreement for approval by the Missouri Commission which
uses a rate design agreed to by the City, and contains appropriate aggregation
provisions. Nothing in this Section 23(C) shall be construed to require the
execution of a rate agreement for gas services as a result of such negotiation.
Section
24. Equal Employment Opportunity.
The
Company shall not discriminate against any employee or applicant for employment
because of race, creed, color or national origin and shall post on its premises
at its office or offices of employment within the City a notice or notices
stating that it will not discriminate against any employee or applicant for
employment because of race, creed, color, national origin, or sex.
Section
25. Affirmative Action Plans.
Within
10 days after the effective date of this Franchise and from time to time as
appropriate or whenever requested by the City, the Company shall provide to the
City any and all plans relating to the Company's efforts to promote and expand
employment opportunities for minorities and women within the Company.
Section
26. Weatherization Program.
To
the extent not inconsistent with relevant Missouri Commission requirements, the
Company shall contribute $250,000 annually to the City for the implementation
of the weatherization program for low-income customers so long as the Missouri
Commission will include a $250,000 amount specifically for the program in the
rate level authorized for the Company. The terms and conditions of the
weatherization program shall be as provided by the Missouri Commission or as
agreed to by the Company and City if the Missouri Commission does not establish
the specific elements of the program.
Section
27. Compliance with Air, Water and Noise Pollution Laws.
The
Company shall take measures which will result in its Facilities and operations
meeting the standards imposed by applicable city, county, state, and federal
air, water and noise pollution laws and regulations, and laws and regulations
governing the transportation of hazardous materials. Upon the City's request,
the Company will respond to the City's reasonable questions regarding such
measures.
Section
28. Toll-Free Number for Emergencies.
Within
five days after the effective date of this Franchise, the Company shall
establish a twenty-four hour toll free number to respond to emergency concerns
(such as gas leaks) raised by its customers. Such toll free number shall be
separate and distinct from the Company's telephone number for non-emergency
matters (such as billing questions), and shall be listed in the local telephone
directories and stated prominently on the Company's customer bills. The Company
shall notify the City's Fire Department immediately upon receipt of all such
emergency calls.
Section
29. Technological Improvements.
The
Company shall use reasonable efforts to incorporate and install technological
advances into its equipment, administration and service, as well as into its
conservation programs, when such advances have been shown to be technically and
economically feasible and safe and beneficial.
Section
30. Oversight.
(A) Franchise
Administrator. The Franchise Administrator is hereby designated the official of
the City having full power and authority to take appropriate action for and on
behalf of the City and its inhabitants to enforce the provisions of this
Franchise and to investigate any alleged violations or failures of the Company
to comply with the provisions hereof, or to adequately and fully discharge its
responsibilities and obligations hereunder. The failure or omission of the
Franchise Administrator to so act shall not constitute any waiver or estoppel,
nor limit independent action by other City officials.
(B) Companys
cooperation with Franchise Administrator. In order to facilitate such duties of
the Franchise Administrator, the Company agrees:
(1) Access to records. To grant the Franchise
Administrator reasonable access to the books and financial and technical
records of the Company, insofar as they relate to any matters covered by this
Franchise, including but not limited to contracts and documents relating
directly or indirectly to the volumes and revenues of gas transported and/or
sold by the Company to customers located within the City. The Company shall
keep its books and records in accordance with such relevant standards as may
from time to time be prescribed by the Missouri Commission or other regulatory
body.
(2) Access to reports. To provide, upon the
City's request, available reports containing or based on information available
from the Company's books and records, and to grant the Franchise Administrator
reasonable access to such reports. Such reports shall include, but are not
limited to, the following types of reports:
(a) Companys real property. A list of all real
property and leasehold interests in real property owned by the Company within
the municipal boundaries of the City. Upon request by the City, such list
shall include the legal description and land area of each listed property and
shall be accompanied by a map showing the location of each listed property;
(b) Capital improvement plans. Short-term
(three years or less) and long-term (over three years) plans for all capital
improvements, construction, and excavation within the City or affecting service
to the City and its residents; and
(c) Map of facilities. A map indicating the
location of the Company's gas distribution facilities within and contiguous to
the City.
(d) Proprietary reports. The Company may
identify any or all such reports, as appropriate, as proprietary documents not
subject to public disclosure under the Missouri Sunshine laws and regulations.
The City will promptly inform the Company of any third-party request for
Company documents in the possession of the City. The Company shall intervene in
support of the City in any action seeking disclosure of such reports if the
Company claims the documents are not subject to disclosure.
(3) Annual review or method of billing the
City. To meet with the Franchise Administrator at least annually for the
purpose of reviewing, implementing, and/or modifying procedures and methods for
the efficient processing of computerized bills rendered by the Company to the
City.
(4) Annual review of cooperative efforts. To
meet with the Franchise Administrator at least annually to share information
useful in coordinating the management, operation and maintenance of the Facilities
of the Company and the operations and property of the City.
(5) Missouri Commission and FERC filings
provided to City. To provide the City Attorney or his/her designee, upon the
City's request, with contemporaneous copies of all filings which the Company
makes with the Missouri Commission and FERC, including, but not limited to, its
annual report, all advice letters and applications, together with supporting
testimony and exhibits. In addition, if the City intervenes in a proceeding
before the Missouri Commission or FERC, the Company, upon the City's request,
shall provide the City Attorney and his/her designee with prompt access to all
documents provided to other parties in connection with such proceeding. The
City Attorney or his/her designee may, where appropriate and necessary, and
subject to the rules and regulations of the Missouri Commission and FERC,
intervene and participate as a party in any proceeding affecting the Company's
rates or service and any subsequent litigation.
(C) Limitation
on access. Nothing in this Section 30 requires the Company to provide to the
City access to any books, records and reports which are not pertinent to the
City's performance of auditing activities under this Franchise.
Section
31. Independent Contractors.
(A) Notification
to City. The Company shall cooperate with the City by informing the
commissioner of revenue of the names, addresses, and federal identification
numbers of its independent contractors and subcontractors utilized in the
building, upgrading, operation or maintenance of the Company's Facilities.
However, the Company shall not be obligated to make a study of the projects on
which the contractor has worked within the City provided that the Company
allows the City access to pertinent information relating to such contractors
within the Company's possession.
(B) Notification
of tax responsibilities. The Company shall inform its independent contractors
and subcontractors of their obligation to follow all applicable laws, including
the payment of the Citys earnings tax or net profits tax.
Section
32. Failure to Comply.
(A) Compliance
by Company. In the event that the Company fails, neglects or refuses to comply
with any provision of this Franchise, including but not limited to any specific
time limit or deadline set forth in this Franchise, the City shall so notify
the Company and the Company shall remedy such failure, neglect or refusal
within thirty (30) days after such notice, or as otherwise agreed by the
Company and the City. If the Company disputes the validity of the City's
claim, the Company and the City shall, no later than fifteen (15) days
following the City's notice, meet and discuss in good faith such claim in an
effort to resolve any controversy. If the Company and the City are unable to
resolve such controversy after such meeting and after mediation as set forth in
Section 33 herein, the Company shall, at the City's request, remedy such
failure, neglect or refusal, but such Company action shall not be deemed a
waiver of the Company's claim. If there is a final order issued by a court or
agency of competent jurisdiction finding the Company responsible for such
failure, neglect or refusal, the Company shall be liable to the City for all
costs incurred by the City resulting from the Company's noncompliance including
but not limited to the costs of enforcing such activities, including attorneys'
fees.
(B) Compliance
by City. In the event that the City fails, neglects or refuses to comply with
any provision of this Agreement, including but not limited to any specific time
limit or deadline set forth in this Agreement, the Company shall so notify the
City and the City shall remedy such failure, neglect or refusal within thirty
(30) days after such notice, or as otherwise agreed by the Company and the
City. If the City disputes the validity of the Company's claim, the Company
and the City shall, no later than fifteen (15) days following the Companys
notice, meet and discuss in good faith such claim in an effort to resolve any
controversy. If the Company and the City are unable to resolve such
controversy after such meeting and after mediation as set forth in Section 33
herein and if there is a final order issued by a court or agency of competent
jurisdiction finding the City responsible for such failure, neglect or refusal,
the City shall be liable to the Company for all costs incurred by the Company
resulting from the City's noncompliance including but not limited to the costs
of enforcing such activities, including attorneys' fees.
(C) Remedies.
In the event that the City or the Company fails to fulfill any obligation under
this Franchise, the City or the Company shall have, in addition to any other
remedy provided by law or provided elsewhere in this Franchise, a breach of
contract claim against the other which the City or the Company shall have the
right to pursue, at the City's or the Company's sole discretion, before any
court or agency of competent jurisdiction.
Section
33. Mediation of Disputes.
Any
dispute arising under this Franchise may, after a good faith attempt to resolve
the dispute is unsuccessful, be submitted to an outside mediator mutually
selected by the City and the Company.
Section
34. Notices.
Unless
otherwise specified herein, all notices from the Company to the City pursuant
to or concerning this Franchise shall be delivered to the Franchise
Administrator, the City Attorney, and the Director of Public Works. The
Company shall maintain within the City throughout the term of this Franchise an
address for service of notices by mail, and a local office and telephone number
for the conduct of matters relating to the Franchise during normal business
hours. Within 15 days after the effective date of this Franchise, and from
time to time as necessary, the Franchise Administrator shall provide the names
and addresses of appropriate City officials identified in this or other
sections of this Franchise.
Section
35. Delegation of Duties.
All
things provided in this Franchise to be done by the Director of Public Works,
the Director of Finance, the City Clerk, the City Manager, or other officer or
department of the City, may be performed by any other official or department of
the City, when so provided by ordinance or charter of the City.
Section
36. Non Waiver.
(A) Effect
of franchise. Except as authorized by law, the granting of this Franchise shall
not waive, abridge, release, limit, surrender, impair, remove, or subordinate:
(1) Power of the City. Any right, power, duty,
or jurisdiction now or hereafter possessed by the City under the Constitution
and statutes of the State of Missouri and under the Charter of the City;
(2) Power of the State. Any right, power, duty,
or jurisdiction now or hereafter possessed by the State of Missouri, or any
officer, agency, department, or commission thereof;
(3) Power of other jurisdictions. Any provision
of any constitution, statute, or order of a competent authority;
(4) Power of other authorities. Any obligation
or duty now or hereafter imposed by law or by order of a competent authority;
or
(5) Access to the courts. Any right of the City
or the Company to obtain judicial review of any judgment or decree of a
judicial tribunal or any order of a competent authority.
(B) Continuing
obligation to comply. Neither the City nor the Company shall be excused from
complying with any of the terms and conditions of this Franchise by any failure
of the other, or any of its officers, employees, or agents, upon any one or more
occasions, to insist upon or to seek compliance with any such terms and
conditions.
Section
37. Severability.
If
any provision of this Franchise or its application to any circumstances is held
invalid, such invalidity shall not affect other provisions or applications of
this Franchise, and to this end the provisions hereof are declared to be
severable.
Section
38. Execution.
The
Company shall signify its acceptance of this Franchise by its execution hereof.
The City shall concurrently execute this Franchise and the officials of the
City are hereby authorized and directed to sign this Franchise. The City Clerk
is hereby authorized to attest to the same under seal of the City.
ATTEST: Southern
Union Company
d/b/a
Missouri Gas Energy
______________________________ _____________________________________
Secretary President
/ Chief Operating Officer
_________________________,
2000 _________________________, 2000
ATTEST: City
of Kansas City, Missouri
______________________________ _____________________________________
City
Clerk Director, Public
Works
_________________________,
2000 _________________________, 2000
Approved
as to form and legality:
____________________________________
Assistant
City Attorney
_________________________,
2000
________________________________________________________________
Approved
as to form and legality:
________________________________
Assistant
City Attorney