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HomeMy WebLinkAboutCity Council Workshop Packet 12-07-16Falcon Heights City Council Workshop City Hall 2077 W Larpenteur Ave. 6:30 P.M. AGENDA Wednesday, December 7, 2016 1) Non-Residential Parking on Garden Ave and Falcon Woods 2) Xcel –Franchise Fee If you have a disability and need accommodation in order to attend this meeting, please notify City Hall 48 hours in advance between the hours of 8:00 a.m. and 4:30 p.m. at 651-792-7600. We will be happy to help. BLANK PAGE  REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item Non-Residential Parking on Garden Ave and Falcon Woods Description The City received a request from the majority of home owners along Garden Ave in the Falcon Woods area to post parking by permit only. Ms. Caywood and Ms. Lewis have received 87% approve by the residents on Garden Ave. If residents on Moore Street and Howell are included, it would be 79%. The application fee to designate “residential area” permit parking is $200. Staff was directed from the November 2 City Council Workshop to evaluate cost and it has been estimated to cost $1,500 to $2,000 for materials and installation. Budget Impact The cost for materials and installation is not in the 2016 and has not been included for the 2017 budget. Attachment(s) · Two Petitions and Testimonials Action(s) Requested The City Administrator would look for direction on how to proceed. Meeting Date December 7, 2016 Agenda Item Workshop #1 Attachment Council Request Submitted By Sack Thongvanh, City Administrator Page 1 of 48 BLANK PAGE  Page 2 of 48 Page 3 of 48 BLANK PAGE  Page 4 of 48 Page 5 of 48 BLANK PAGE  Page 6 of 48 Page 7 of 48 Page 8 of 48 Page 9 of 48 Page 10 of 48 Page 11 of 48 View of 2028 Garden Ave from north to south on the week of August 25thThis is what a Saturday looks like west to east on Garden Ave Student parking on Garden Ave west to east in early SeptemberStudents parking west to east on Garden Ave on the week day in Auust Page 12 of 48 Students often bring bikes in cars to ride down to the U.A student who dropped off by a University vehicle (she is changing as she does daily from coveralls) on early September week day. Page 13 of 48 BLANK PAGE  Page 14 of 48 REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item Xcel Franchise Fee Description Jake Sedlacek, Manager of Community Relations and Economic Development for Xcel Energy will make a presentation to the City Council regarding the adoption and implementation of a utility franchise fee. The City of Falcon Heights have many limitations on revenue sources due to the nature and make-up of the community. An estimate of 2/3 of property/ land owned within the boundaries of Falcon Heights are not taxable because of their non-profit status or as an educational institution. Budget Impact Attachment(s) · Supporting Documents from Xcel Energy Action(s) Requested The City Administrator would look for direction on how to proceed. Meeting Date December 7, 2016 Agenda Item Workshop #2 Attachment Council Request Submitted By Sack Thongvanh, City Administrator Page 15 of 48 BLANK PAGE  Page 16 of 48 INFORMATION SHEET MINNESOTA Some cities have imposed franchise fees on their energy providers as part of utility franchise agreements. As allowed by the Minnesota Public Utilities Commission, franchise fees levied on us are passed on directly to our customers within a city. This fee is itemized on our customer bills as a City Fee. A franchise fee can only be implemented if it is allowed by the city’s existing franchise agreement with us. If a community determines that a franchise fee is appropriate, there are several guiding principles that we follow in discussing fee options. •Franchise fees are set forth in a fee ordinance authorized by, but separate from, the franchise agreement. •An equivalent fee must be placed on all energy suppliers serving the city. •We will not be subject to permit fees while franchise fees are in effect. •We will prepare fee schedule options for the amount of revenue sought by the city. •The fee is calculated as a flat fee, per premise and is applied equally for all customers in a given rate class. •Fees are paid to the city on a quarterly basis. Franchise Fee Considerations As in any case where a city is considering a new revenue source, we urge careful consideration of the possible negative impacts of a franchise fee since they increase the cost of energy for all customers in that city. Timeline Implementing franchise fees is a complex process that requires adequate time for system programming and testing. Here’s a typical sequence of events: •City provides us with written notice of intent to enact a fee prior to formal consideration. •City and Xcel Energy negotiate the fee. •In order to meet the PUC’s requirements, the approved fee ordinance must be received by us at least 90 days before the anticipated start of fee collection. •We collect the fee from our customers monthly and transfer it to the city on a quarterly basis. Sample Timeline Utility Franchise Fees Day 1 Day 90 Day 120 Day 210 Day 240 City adopts ordinance Xcel Energy implements fee on customers’ bills Fee collection (Xcel Energy pays the city quarterly) Xcel Energy pays the city at the end of the month after the quarter’s fees have been collected Xcel Energy receives proposed ordinance xcelenergy.com | © 2016 Xcel Energy Inc. | Xcel Energy is a registered trademark of Xcel Energy Inc. Northern States Power Company-Minnesota | 16-01-638 Page 17 of 48 BLANK PAGE  Page 18 of 48 INFORMATION SHEET MINNESOTA The Basics of Utility Service Electric and natural gas utility companies provide essential services to the public. Minnesota has designated electric utility service providers for each part of the state. These utilities have the exclusive authority and obligation to provide service to all customers in their designated service territories. State law allows utilities to use public rights of way to locate poles, wires and natural gas pipes. Public rights of way typically include public roads, highways, streets, bike lanes and sidewalks. Local governments have the responsibility to manage the rights of way and have an interest in where the utilities locate their facilities. Utility Franchise Agreements A franchise agreement sets expectations between a city and Xcel Energy, including how we construct, operate and maintain our equipment located in the public rights of way. Franchise agreements can also address things like roadway restoration when a utility project has been completed. In addition to the conditions in franchise agreements, cities may require utilities to obtain permits for work within the right of way. Franchise agreements do not set energy goals, determine the mix of energy resources used by a utility, set energy prices or service standards. Those policy decisions are made by the Minnesota legislature and regulated by the Minnesota Public Utilities Commission and cannot be included in franchise agreements. Xcel Energy Franchise Agreements We have more than 350 franchise agreements in Minnesota. These shared agreements enhance strong working relationships with the communities we serve by providing clear expectations while supporting consistent and efficient operations and service. In some cases, a city may choose to establish a franchise fee as part of the franchise agreement. This is done in cooperation with Xcel Energy and is executed through a separate ordinance, which can be implemented at any time during the life of the franchise agreement. In those cases, we collect the fee from our customers and transfer it to the city on a quarterly basis. Utility Franchise Agreements xcelenergy.com | © 2016 Xcel Energy Inc. | Xcel Energy is a registered trademark of Xcel Energy Inc. Northern States Power Company-Minnesota | 16-01-639 Page 19 of 48 BLANK PAGE  Page 20 of 48 Page 21 of 48 BLANK PAGE  Page 22 of 48 Page 23 of 48 Page 24 of 48 Page 25 of 48 Page 26 of 48 Page 27 of 48 Page 28 of 48 Page 29 of 48 Page 30 of 48 Page 31 of 48 Page 32 of 48 Page 33 of 48 Page 34 of 48 Page 35 of 48 Page 36 of 48 Page 37 of 48 Page 38 of 48 Page 39 of 48 Page 40 of 48 Sample Franchise Agreement 1 ELECTRIC FRANCHISE ORDINANCE ORDINANCE NO. _______. CITY OF _____________, ________ COUNTY, MINNESOTA AN ORDINANCE GRANTING TO NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, D/B/A XCEL ENERGY, ITS SUCCESSORS AND ASSIGNS, PERMISSION TO CONSTRUCT, OPERATE, REPAIR AND MAINTAIN IN THE CITY OF _____________, MINNESOTA, AN ELECTRIC DISTRIBUTION SYSTEM AND TRANSMISSION LINES, INCLUDING NECESSARY POLES, LINES, FIXTURES AND APPURTENANCES, FOR THE FURNISHING OF ELECTRIC ENERGY TO THE CITY, ITS INHABITANTS, AND OTHERS, AND TO USE THE PUBLIC GROUNDS AND PUBLIC WAYS OF THE CITY FOR SUCH PURPOSES. THE CITY COUNCIL OF THE CITY OF ______________, ________ COUNTY, MINNESOTA, ORDAINS: SECTION 1. DEFINITIONS. For purposes of this Ordinance, the following capitalized terms listed in alphabetical order shall have the following meanings: 1.1 City. The City of ___________, County of _______, State of Minnesota. 1.2 City Utility System. Facilities used for providing non-energy related public utility service owned or operated by City or agency thereof, including sewer and water service, but excluding facilities for providing heating, lighting or other forms of energy. 1.3 Commission. The Minnesota Public Utilities Commission, or any successor agency or agencies, including an agency of the federal government, which preempts all, or part of the authority to regulate electric retail rates now vested in the Minnesota Public Utilities Commission. 1.4 Company. Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy, its successors and assigns. 1.5 Electric Facilities. Electric transmission and distribution towers, poles, lines, guys, anchors, conduits, fixtures, and necessary appurtenances owned or operated by Company for the purpose of providing electric energy for public use. 1.6 Notice. A written notice served by one party on the other party referencing one or more provisions of this Ordinance. Notice to Company shall be mailed to the General Counsel, 414 Nicollet Mall, 5th Floor, Minneapolis, MN 55401. Notice to the City shall be mailed to the City Administrator, City Hall, _____. Either party may change its respective address for the purpose of this Ordinance by written notice to the other party. 1.7 Public Ground. Land owned by the City for park, open space or similar purpose, which is held for use in common by the public. Page 41 of 48 Sample Franchise Agreement 2 1.8 Public Way. Any street, alley, walkway or other public right-of-way within the City. SECTION 2. ADOPTION OF FRANCHISE. 2.1 Grant of Franchise. City hereby grants Company, for a period of 20 years from the date passed and approved by the City, the right to transmit and furnish electric energy for light, heat, power and other purposes for public and private use within and through the limits of the City as its boundaries now exist or as they may be extended in the future. For these purposes, Company may construct, operate, repair and maintain Electric Facilities in, on, over, under and across the Public Grounds and Public Ways of City, subject to the provisions of this Ordinance. Company may do all reasonable things necessary or customary to accomplish these purposes, subject, however, to such reasonable regulations as may be imposed by the City pursuant to ordinance and to the further provisions of this franchise agreement. 2.2 Effective Date; Written Acceptance. This franchise agreement shall be in force and effect from and after passage of this Ordinance, its acceptance by Company, and its publication as required by law. The City, by Council resolution, may revoke this franchise agreement if Company does not file a written acceptance with the City within 90 days after publication. 2.3 Service and Rates. The service to be provided and the rates to be charged by Company for electric service in City are subject to the jurisdiction of the Commission. The area within the City in which Company may provide electric service is subject to the provisions of Minnesota Statutes, Section 216B.40. 2.4 Publication Expense. The expense of publication of this Ordinance will be paid by City and reimbursed to City by Company. 2.5 Dispute Resolution. If either party asserts that the other party is in default in the performance of any obligation hereunder, the complaining party shall notify the other party of the default and the desired remedy. The notification shall be written. Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within 30 days of the written notice, the parties may jointly select a mediator to facilitate further discussion. The parties will equally share the fees and expenses of this mediator. If a mediator is not used, or if the parties are unable to resolve the dispute within 30 days after first meeting with the selected mediator, either party may commence an action in District Court to interpret and enforce this franchise or for such other relief as may be permitted by law or equity for breach of contract, or either party may take any other action permitted by law. SECTION 3. LOCATION, OTHER REGULATIONS. 3.1 Location of Facilities. Electric Facilities shall be located, constructed and maintained so as not to interfere with the safety and convenience of ordinary travel along and over Public Ways and so as not to disrupt normal operation of any City Utility System previously installed therein. Electric Facilities shall be located on Public Grounds as determined by the City. Company's construction, reconstruction, operation, repair, maintenance and location of Electric Facilities shall be subject to permits if required by separate ordinance and to other reasonable regulations of the City to the extent not inconsistent with the terms of this franchise agreement. Company may abandon underground Page 42 of 48 Sample Franchise Agreement 3 Electric Facilities in place, provided at the City’s request, Company will remove abandoned metal or concrete encased conduit interfering with a City improvement project, but only to the extent such conduit is uncovered by excavation as part of the City improvement project. 3.2 Field Locations. Company shall provide field locations for its underground Electric Facilities within City consistent with the requirements of Minnesota Statutes, Chapter 216D. 3.3 Street Openings. Company shall not open or disturb any Public Ground or Public Way for any purpose without first having obtained a permit from the City, if required by a separate ordinance, for which the City may impose a reasonable fee. Permit conditions imposed on Company shall not be more burdensome than those imposed on other utilities for similar facilities or work. Company may, however, open and disturb any Public Ground or Public Way without permission from the City where an emergency exists requiring the immediate repair of Electric Facilities. In such event Company shall notify the City by telephone to the office designated by the City as soon as practicable. Not later than the second working day thereafter, Company shall obtain any required permits and pay any required fees. 3.4 Restoration. After undertaking any work requiring the opening of any Public Ground or Public Way, Company shall restore the same, including paving and its foundation, to as good a condition as formerly existed, and shall maintain any paved surface in good condition for one year thereafter. The work shall be completed as promptly as weather permits, and if Company shall not promptly perform and complete the work, remove all dirt, rubbish, equipment and material, and put the Public Ground or Public Way in the said condition, the City shall have, after demand to Company to cure and the passage of a reasonable period of time following the demand, but not to exceed five days, the right to make the restoration at the expense of Company. Company shall pay to the City the cost of such work done for or performed by the City. This remedy shall be in addition to any other remedy available to the City for noncompliance with this Section 3.4, but the City hereby waives any requirement for Company to post a construction performance bond, certificate of insurance, letter of credit or any other form of security or assurance that may be required, under a separate existing or future ordinance of the City, of a person or entity obtaining the City’s permission to install, replace or maintain facilities in a Public Way. 3.5 Avoid Damage to Electric Facilities. Nothing in this Ordinance relieves any person from liability arising out of the failure to exercise reasonable care to avoid damaging Electric Facilities while performing any activity. 3.6 Notice of Improvements. The City must give Company reasonable notice of plans for improvements to Public Grounds or Public Ways where the City has reason to believe that Electric Facilities may affect or be affected by the improvement. The notice must contain: (i) the nature and character of the improvements, (ii) the Public Grounds and Public Ways upon which the improvements are to be made, (iii) the extent of the improvements, (iv) the time when the City will start the work, and (v) if more than one Public Ground or Public Way is involved, the order in which the work is to proceed. The notice must be given to Company a sufficient length of time in advance of the actual commencement of the work to permit Company to make any necessary additions, alterations or repairs to its Electric Facilities. 3.7 Shared Use of Poles. Company shall make space available on its poles or towers for City fire, water utility, police or other City facilities upon terms and conditions acceptable to Company Page 43 of 48 Sample Franchise Agreement 4 whenever such use will not interfere with the use of such poles or towers by Company, by another electric utility, by a telephone utility, or by any cable television company or other form of communication company. In addition, the City shall pay for any added cost incurred by Company because of such use by City. SECTION 4. RELOCATIONS. 4.1 Relocation of Electric Facilities in Public Ways. If the City determines to vacate a Public Way for a City improvement project, or at City’s cost to grade, regrade, or change the line of any Public Way, or construct or reconstruct any City Utility System in any Public Way, it may order Company to relocate its Electric Facilities located therein if relocation is reasonably necessary to accomplish the City’s proposed public improvement. Except as provided in Section 4.3, Company shall relocate its Electric Facilities at its own expense. The City shall give Company reasonable notice of plans to vacate for a City improvement project, or to grade, regrade, or change the line of any Public Way or to construct or reconstruct any City Utility System. If a relocation is ordered within five years of a prior relocation of the same Electric Facilities, which was made at Company expense, the City shall reimburse Company for non-betterment costs on a time and material basis, provided that if a subsequent relocation is required because of the extension of a City Utility System to a previously unserved area, Company may be required to make the subsequent relocation at its expense. Nothing in this Ordinance requires Company to relocate, remove, replace or reconstruct at its own expense its Electric Facilities where such relocation, removal, replacement or reconstruction is solely for the convenience of the City and is not reasonably necessary for the construction or reconstruction of a Public Way or City Utility System or other City improvement. 4.2 Relocation of Electric Facilities in Public Ground. City may require Company, at Company’s expense, to relocate or remove its Electric Facilities from Public Ground upon a finding by City that the Electric Facilities have become or will become a substantial impairment to the existing or proposed public use of the Public Ground. 4.3 Projects with Federal Funding. City shall not order Company to remove or relocate its Electric Facilities when a Public Way is vacated, improved or realigned for a right-of-way project or any other project which is financially subsidized in whole or in part by the Federal Government or any agency thereof, unless the reasonable non-betterment costs of such relocation are first paid to Company. The City is obligated to pay Company only for those portions of its relocation costs for which City has received federal funding specifically allocated for relocation costs in the amount requested by the Company, which allocated funding the City shall specifically request. Relocation, removal or rearrangement of any Company Electric Facilities made necessary because of a federally- aided highway project shall be governed by the provisions of Minnesota Statutes, Section 161.46, as supplemented or amended. It is understood that the rights herein granted to Company are valuable rights. 4.4 No Waiver. The provisions of this franchise apply only to facilities constructed in reliance on a franchise from the City and shall not be construed to waive or modify any rights obtained by Company for installations within a Company right-of-way acquired by easement or prescriptive right before the applicable Public Ground or Public Way was established, or Company's rights under state or county permit. Page 44 of 48 Sample Franchise Agreement 5 SECTION 5. TREE TRIMMING. Company may trim all trees and shrubs in the Public Grounds and Public Ways of City to the extent Company finds necessary to avoid interference with the proper construction, operation, repair and maintenance of any Electric Facilities installed hereunder, provided that Company shall save the City harmless from any liability arising therefrom, and subject to permit or other reasonable regulation by the City. SECTION 6. INDEMNIFICATION. 6.1 Indemnity of City. Company shall indemnify, keep and hold the City free and harmless from any and all liability on account of injury to persons or damage to property occasioned by the construction, maintenance, repair, inspection, the issuance of permits, or the operation of the Electric Facilities located in the Public Grounds and Public Ways. The City shall not be indemnified for losses or claims occasioned through its own negligence except for losses or claims arising out of or alleging the City's negligence as to the issuance of permits for, or inspection of, Company's plans or work. The City shall not be indemnified if the injury or damage results from the performance in a proper manner, of acts reasonably deemed hazardous by Company, and such performance is nevertheless ordered or directed by City after notice of Company's determination. 6.2 Defense of City. In the event a suit is brought against the City under circumstances where this agreement to indemnify applies, Company at its sole cost and expense shall defend the City in such suit if written notice thereof is promptly given to Company within a period wherein Company is not prejudiced by lack of such notice. If Company is required to indemnify and defend, it will thereafter have control of such litigation, but Company may not settle such litigation without the consent of the City, which consent shall not be unreasonably withheld. This section is not, as to third parties, a waiver of any defense or immunity otherwise available to the City and Company, in defending any action on behalf of the City, shall be entitled to assert in any action every defense or immunity that the City could assert in its own behalf. SECTION 7. VACATION OF PUBLIC WAYS. The City shall give Company at least two weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvement project, the vacation of any Public Way, after the installation of Electric Facilities, shall not operate to deprive Company of its rights to operate and maintain such Electric Facilities, until the reasonable cost of relocating the same and the loss and expense resulting from such relocation are first paid to Company. In no case, however, shall City be liable to Company for failure to specifically preserve a right-of-way under Minnesota Statutes, Section 160.29. SECTION 8. CHANGE IN FORM OF GOVERNMENT. Any change in the form of government of the City shall not affect the validity of this Ordinance. Any governmental unit succeeding the City shall, without the consent of Company, succeed to all of the rights and obligations of the City provided in this Ordinance. Page 45 of 48 Sample Franchise Agreement 6 SECTION 9. FRANCHISE FEE. 9.1 Fee Schedule. During the term of the franchise hereby granted, and in lieu of any permit or other fees being imposed on Company, the City may impose on Company a franchise fee, for the sole purpose of recovering the cost to maintain and operate streets, sidewalk, and trails, by collecting the amounts indicated in a Fee Schedule set forth in a separate ordinance from each customer in the designated Company Customer Class. 9.2 Separate Ordinance. The franchise fee shall be imposed by separate ordinance duly adopted by the City Council, which ordinance shall not be adopted until at least 60 days after written notice enclosing such proposed ordinance has been served upon Company by certified mail. The fee shall not become effective until the beginning of a Company billing month at least 90 days after written notice enclosing such adopted ordinance has been served upon Company by certified mail. Section 2.5 shall constitute the sole remedy for solving disputes between Company and the City in regard to the interpretation of, or enforcement of, the separate ordinance. No action by the City to implement a separate ordinance will commence until this Ordinance is effective. A separate ordinance which imposes a lesser franchise fee on the residential class of customers than the maximum set forth in Section 9.1 above shall not be effective against Company unless the fee imposed on each other customer classification is reduced proportionately in the same or greater amount per class as the reduction represented by the lesser fee on the residential class. 9.3 Terms Defined. For the purpose of this Section 9, the following definitions apply: 9.3.1 “Customer Class” shall refer to the classes listed on the Fee Schedule and as defined or determined in Company’s gas tariffs on file with the Commission. 9.3.2 “Fee Schedule” refers to the schedule in Section 9.1 setting forth the various customer classes from which a franchise fee would be collected if a separate ordinance were implemented immediately after the effective date of this franchise agreement. The Fee Schedule in the separate ordinance may include new Customer Class added by Company to its gas tariffs after the effective date of this franchise agreement. 9.4 Collection of the Fee. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during billing months during the period for which payment is to be made by imposing a surcharge equal to the designated franchise fee for the applicable customer classification in all customer billings for gas service in each class. The payment shall be due the last business day of the month following the period for which the payment is made. The franchise fee may be changed by ordinance from time to time; however, each change shall meet the same notice requirements and not occur more often than annually and no change shall require a collection from any customer for gas service in excess of the amount specifically permitted by this Section 9. The time and manner of collecting the franchise fee is subject to the approval of the Commission. No franchise fee shall be payable by Company if Company is legally unable to first collect an amount equal to the franchise fee from its customer in each applicable class of customers by imposing a surcharge in Company’s applicable rates for gas service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reduction to account for uncollectible, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any Page 46 of 48 Sample Franchise Agreement 7 identifiable customer or customers or any other information regarding identified customers. In addition, the Company agrees to provide at the time of each payment a statement summarizing how the franchise fee payment was determined, including information showing any adjustments to the total surcharge billed in the period for which the payment is being made to account for any uncollectibles, refunds or error corrections. 9.5 Equivalent Fee Requirement. The separate ordinance imposing the fee shall not be effective against Company unless it lawfully imposes and the City monthly or more often collects a fee or tax of the same or greater equivalent amount on the receipts from sales of the energy within the City by any other energy supplier, provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The “same or greater equivalent amount” shall be measured, if practicable, by comparing amounts collected as franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances, but shall not apply to energy sales for the purposes of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this Section 9.5, the foregoing conditions will be waived to the extent of such written consent exceeds the following amounts: Customer Class Rate Classification Electric Franchise Fee Amount Per Premise Residential $ Small C&I Non Demand $ Small C&I Demand $ Large C&I $ Street Lighting $ SECTION 10. PROVISIONS OF ORDINANCE. 10.1 Severability. Every section, provision, or part of this Ordinance is declared separate from every other section, provision, or part and if any section, provision, or part shall be held invalid, it shall not affect any other section, provision, or part. Where a provision of any other City ordinance conflicts with the provisions of this Ordinance, the provisions of this Ordinance shall prevail. 10.2 Limitation on Applicability. This Ordinance constitutes a franchise agreement between the City and Company as the only parties, and no provision of this franchise shall in any way inure to the benefit of any third person (including the public at large) so as to constitute any such person as a third party beneficiary of the agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. SECTION 11. AMENDMENT PROCEDURE. Either party to this franchise agreement may at any time propose that the agreement be amended to address a subject of concern and the other party will consider whether it agrees that the amendment is mutually appropriate. If an amendment is agreed upon, this Ordinance may be Page 47 of 48 Sample Franchise Agreement 8 amended at any time by the City passing a subsequent ordinance declaring the provisions of the amendment, which amendatory ordinance shall become effective upon the filing of Company’s written consent thereto with the City Clerk within 90 days after the date of final passage by the City of the amendatory ordinance. SECTION 12. PREVIOUS FRANCHISES SUPERSEDED. This franchise supersedes any previous electric franchise granted to Company or its predecessor. Page 48 of 48