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055 of 1991 - Pacificorp Electric Light, Heat and Power, Steam and Hot Water FranchiseSALT LAKE CITY ORDINANCE No. 55 of 1991 (Granting to PacifiCorp and its successors an electric light, heat and power and steam and hot water franchise and repealing certain franchise ordinances heretofore granted said company's predecessor.) WHEREAS, there presently exists an electric light, heat, and power franchise awarded to Utah Power & Light Company, passed January 16, 1951, which will expire January 1, 2001 and a steam and hot water franchise awarded to Utah Power & Light Company, passed October 3, 1962, which will expire September 3, 2012; and WHEREAS, said Company accepted the terms of said franchises; and WHEREAS, certain provisions relating to limits on future taxes of the said franchises were ruled invalid by the Utah Supreme Court; and WHEREAS, Utah Power and Light Company merged into PacifiCorp, an Oregon Corporation, which Company assumed the benefits and obligations of said franchises, as modified by the Court; and WHEREAS, the parties mutually desire to modify the understanding of the parties under said franchises, among other regards, by extending the franchisee's rights in the public rights of way and providing modifications mutually beneficial to the parties; and WHEREAS, the parties desire to merge the parties' rights into the new franchise, adopted herein, but cause the accrued obligations of payment and duties of indemnification to survive, for the protection of the City and its residents; and WHEREAS, the City, in the exercise of its police power, ownership or use rights over and in the public rights of way, and pursuant to its other regulatory authority believes it is in the best interest of the public to provide to PacifiCorp and its successors a non-exclusive franchise to operate its business within the City; and WHEREAS, the City believes the new ordinance to be in the best interest of the citizens of Salt Lake City. NOW, THEREFORE, be it ordained by the City Council of Salt Lake City: SECTION 1. Purpose. The purpose of this franchise ordinance is to grant to PacifiCorp, doing business as Utah Power & Light Company, and its successors and assigns a non- exclusive right to use the public streets, alleys and rights -of -way, for its business purposes, under the constraints and for the compensation enumerated in the Franchise Agreement attached as Exhibit "A" that is by this reference incorporated herein, as if fully set forth herein. SECTION 2. Short Title. The ordinance shall constitute the PacifiCorp Franchise Ordinance. SECTION 3. Franchise Description. There is hereby granted to PacifiCorp, doing business as Utah Power & Light Company and its successors and assigns, (herein sometimes called "Company") in accordance with the terms and conditions of the Franchise Agreement, the right, privilege, and franchise to construct, maintain and operate in, under, along, over and across the present and future streets, alleys, and rights -of -way in Salt Lake City, Utah (herein sometimes called the "City"), electric light and power lines, together with all the necessary or desirable appurtenances (including underground conduits and structures, poles, towers, wires, transmission lines, and telegraph and telephone lines for its own use), for the purpose of supplying electric power and energy to said City, the inhabitants thereof and persons and corporations beyond the limits thereof, for light, heat, power and other purposes. It also grants to the Company the right, privilege and franchise to construct, to operate and maintain a system for the distribution and conveyance of steam, hot water and other fluids and air, or either thereof, along and under the present and future streets, alleys and rights -of -way in said City and to construct, lay, operate and maintain conduits below the surface of the ground, with all necessary branches, cutoffs and manholes, and other apparatus, in such streets, alleys and rights -of -way for the conveyance of steam, hot water and other fluids and air, or either thereof, for power, heating, cooking or other useful applications, to the inhabitants, property owners, manufacturers, and users in the City. This Franchise does not grant to the Company the right, privilege or authority to engage in community antenna (or cable) television business, although nothing herein contained shall preclude the Company (1) from permitting those lawfully engaged in such business to utilize Company's facilities with the City for such purposes, or (2) from providing such service, if appropriate authority including a franchise from the City is obtained. SECTION 4. Term. The term of the afore -described franchise is for a period from and after the effective date of this Ordinance and its acceptance by the Company, until January 1, 2016. The Company shall pay all costs of legal notices required for the public hearing prior to ordinance adoption and the ordinance publication costs thereafter. SECTION 5. Acceptance by Company. Within thirty days after the effective date of this Ordinance, the Company shall file an unqualified acceptance, in a form acceptable to the City Attorney thereof in writing, with the City Recorder of Salt Lake City; otherwise, this ordinance and the rights granted hereunder shall be null and void. In the event of non -acceptance, the 1951 and the 1962 franchises shall remain valid and be in full force and effect, as modified by Court decree. SECTION 6. Termination of Pre -Existing Franchises -- Survivorship of Liabilities. Upon the filing with the City Recorder of such written acceptance, all previous franchise ordinances granted to the Company or its predecessors shall cease and terminate; provided, however that any obligation: (a) to pay or refund sums due, (b) permit inspection of any Company records or conduct an accounting of such records, (c) to indemnify the City, or (d) any other obligation owing to the City by the Company that arises out of or results from such previously granted franchises shall survive said termination and merger. SECTION 7. Consideration and Payment Dates. 7.1 Fee. The Company agrees to and will pay a fee equal to six percentum (6%) of its Gross Revenue; provided, however, that any sums paid by the Company as a gross receipts based Business Occupation Revenue Tax under the provisions of Section 5.04.170 et seq. of the City Code, or successor provisions, shall be credited against the fee due hereunder. The fee or tax shall be referred to herein as "Franchise Fee." In the event the statutory limit imposed by Section 11-26-1, Utah Code, or any successor provision, is increased above six percentum (6%), the Company shall, upon request of the City, enter into an amendment to the Franchise Agreement increasing the Franchise Fee to the level requested by the City, but not to exceed the increased statutory limit; provided, however, in no event will the Company be obligated to pay a higher percentage of Gross Revenues derived from the sale, distribution and use of utility services than is paid by other fixed public utilities within the City. 7.2 Off -Set for Natural Gas Used in Steam Heat Generation. The foregoing notwithstanding, the sum of any Franchise Fee or any other tax, imposed under the provisions of Section 5.04.170 et seq. of the City Code, or any successor provision, that is paid by the Company, directly or indirectly, and that is based on the purchase of natural gas used in the Company's steam heating business, shall be credited against the Franchise Fee due hereunder, however no part of any charge, tax or franchise fee paid by the Company for uses or purchases, other than the natural gas purchased or used to produce steam heat for sale, shall be entitled to said credit. 7.3 Definition: "Gross Revenue". The term "Gross Revenue" as used herein is any revenue of the Company derived from the sale, distribution and use of electric power and steam heat to consumers within Salt Lake City. SECTION 8. Rights Reserved to the City. Without limitation upon the rights that the City might otherwise have, the City expressly reserves the following rights, powers and authorities to: (a) Exercise its governmental powers now or hereafter to the full extent that such powers may be vested in or granted to the City; (b) Grant additional franchises to the same property covered by this franchise within the City to others, under any conditions acceptable to the City; or (c) Exercise any other rights, powers, or duties required or authorized, under the Constitution of the State of Utah, the law of Utah, or the City ordinances. SECTION 9. Extension of City Limits. Upon the annexation of any territory to the City, the right and franchise hereby granted shall extend to the territory so annexed to the extent the City has authority. All facilities owned, maintained, or operated by the Company located within, under, or over streets, alleys and rights - of -way of the territory so annexed shall thereafter be subject to all terms hereof. SECTION 10. Early Termination or Revocation of Franchise. 10.1 The City may terminate or revoke the Franchise and all rights and privileges herein provided for any of the following reasons: (a) The Company fails to make timely payments of the Franchise Fee as required under Article II of the Franchise Agreement and does not correct such failure within ten working days after written notice by the City of such failure; (b) The Company, its agents, employees or officers by act or omission, materially violate a duty or obligation herein set forth or set forth in the Franchise Agreement in any particular within the Company's control, and with respect to which redress is not otherwise herein provided. In such event, the City, acting by or through its Council, may after hearing determine that such failure is of a material nature; and thereupon, after written notice given Company of such determination, Company shall, within thirty (30) days of such notice, commence efforts to remedy the conditions identified in the notice, and will have six (6) months from the date it receives notice to remedy the conditions. After the expiration of such six (6) months period and failure to correct such conditions, the City may declare this Franchise forfeited, and thereupon the Company shall have no further rights or authority hereunder; provided, however, that any such declaration of forfeiture shall be subject to judicial review as provided by law, and provided further that in the event such failure is of such nature that it cannot, in the exercise of reasonable diligence, be corrected within the six (6) months time provided above, the City shall provide additional time for the reasonable correction of such alleged failure. (c) The Company becomes insolvent, unable or unwilling to pay its debts, is adjudged bankrupt, or all or part of its facilities should be sold under an instrument to secure a debt and is not redeemed by the Company within thirty (30) days; or (d) In furtherance of the Company policy or through acts or omissions done within the scope and course of employment, a director or officer of the Company knowingly engages in conduct or makes a material misrepresentation with or to the City or the Company's customers, that is fraudulent or in violation of a felony criminal statute of the State of Utah. 10.2 Nothing contained herein shall be deemed to preclude the Company from pursuing any legal or equitable rights or remedies it may have to challenge the action of the City. Nothing herein shall be construed to require Company to obtain City approval for termination of steam and hot water service. If Company ceases to provide steam and hot water service, all other rights and privileges granted under this franchise shall remain in full force and effect. No franchise revocation or termination may be effected until the City Council shall first adopt an ordinance terminating the franchise and setting forth the reasons therefor, following not less than thirty (30) days prior written notice to the Company of the proposed date of ordinance adoption. The Company shall have an opportunity at said ordinance adoption date to be heard upon the proposed termination. SECTION 11. Severability. 11.1 If any section, sentence, paragraph, term or provision of the Agreement or this Franchise Ordinance is for any reason determined to be or rendered illegal, invalid, or superseded by other lawful authority including any state or federal, legislative, regulatory or administrative authority having jurisdiction thereof or determined to be unconstitutional, illegal or invalid by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such determination shall have no effect on the validity of any other section, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the Franchise or any renewal or renewals thereof, except for Section 7 hereof and Article II of the Franchise Agreement. 11.2 Section 7 hereof and Article II of the Franchise Agreement are essential to the adoption of this Franchise and should they be challenged by the Company, or determined to be illegal, invalid, unconstitutional or superseded, in whole or in part, the entire Franchise shall be voided and terminated, subject to the following: (a) In the event of a judicial, regulatory or administrative determination that Section 7 hereof or Article II of the Franchise Agreement is illegal, invalid, unconstitutional or superseded, such termination shall be effective as of the date of a final appealable order, unless otherwise agreed upon by the City and the Company; (b) In the event of any legislative action that renders Section 7 hereof or Article II of the Franchise Agreement unconstitutional, illegal, invalid or superseded, such termination shall be effective as of the effective date of such legislative action. 11.3 Notwithstanding the foregoing, if City stipulates in writing to judicial, administrative or regulatory action that seeks a determination that Section 7 hereof or Article II of the Franchise Agreement is invalid, illegal, superseded or unconstitutional, then a determination that Section 7 hereof or Article II of the Franchise Agreement is invalid, illegal, unconstitutional or superseded shall have no effect on the validity or effectiveness of any other section, sentence, paragraph, term or provision of the Franchise, which shall remain in full force and effect. 11.4 In the event the Franchise Ordinance or Agreement is terminated pursuant to paragraph 11.2 hereof or paragraph 24.2 of the Franchise Agreement, the City grants to the Company a lease according to the same terms and conditions as set forth in the Franchise Agreement. Accordingly, the Company shall pay, as fair market rental value, the same amounts, at the same times, required for the payment of the Franchise Fee pursuant to Section 7 hereof and Article II of the Franchise Agreement and be bound by all other terms and conditions contained herein; provided, however, that in no event will the Company be obligated to pay a higher percentage of revenues derived from the sale, distribution and use of utility services within the City than is paid by other fixed public utilities serving within the City. SECTION 12. This ordinance shall take effect immediately upon publication. Passed by the City Council of Salt Lake City, Utah, this 9th day of July ATTEST: aoirD,eiclITY READER Transmitted to the Mayor on Mayor's Action: , 1991. /cm CHAIRPERSON July 9th, 1991 X Approved Vetoed ,gsed„ ATTEST: t , CITY RECORDER 77 00 SWA:cc 5/21/91 Published: July 17, 1991. FRANCHISE AGREEMENT THIS AGREEMENT entered into the date and CQ,'- e(c9 year hereinafter provided by and between SALT LAKE CITY CORPORATION, hereinafter "City" and PACIFICORP doing business as UTAH POWER & LIGHT COMPANY, hereinafter "the Company." WITNESSETH: WHEREAS, in recognition of the separation of powers inherent in the Council -Mayor optional form of government of the City, the Mayor has negotiated the Franchise Agreement for legislative and policy approval by the City's legislative body; and WHEREAS, the City Council will adopt by reference this Agreement in a franchise ordinance, to which this Agreement will be annexed and incorporated. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and, further, in contemplation of subsequent approval by legislative action of the City Council and the Company as hereinafter provided, the parties mutually agree as follows: ARTICLE I FRANCHISE ORDINANCE Concurrent herewith, the City intends to adopt an ordinance entitled PacifiCorp Franchise Ordinance and such ordinance is incorporated herein by reference, and made an integral part of this Agreement. ARTICLE II CONSIDERATION AND PAYMENT DATES 2.1 Fee. The Company agrees to and will pay a fee equal to six percentum (6%) of its Gross Revenue; provided, however, that any sums paid by the Company as a gross receipts based Business Occupation Revenue Tax under the provisions of Section 5.04.170 et seq. of the City Code, or successor provisions, shall be credited against the fee due hereunder. The fee or tax shall be referred to herein as "Franchise Fee." In the event the statutory limit imposed by Section 11-26-1, Utah Code, or any successor provision, is increased above six percentum (6%), the Company shall, upon request of the City, enter into an amendment to this Franchise Agreement increasing the Franchise Fee to the level requested by the City, but not to exceed the increased statutory limit; provided, however, in no event will the Company be obligated to pay a higher percentage of Gross Revenues derived from the sale, distribution and use of utility services than is paid by other fixed public utilities within the City. 2.2 Off -Set for Natural Gas Used in Steam Heat Generation. The foregoing notwithstanding, the sum of any Franchise Fee or any other tax, imposed under the provisions of Section 5.04.170 et seq. of the City Code, or any successor provision, that is paid by the Company, directly or indirectly, and that is based on the purchase of natural gas used in the Company's steam heating business, shall be credited against the Franchise Fee due hereunder, however no part of any charge, tax or franchise fee paid by the Company for uses or purchases, other than the natural gas purchased or used to produce steam heat for sale, shall be entitled to said credit. 2.3 Definition: "Gross Revenue". The term "Gross Revenue" as used herein is any revenue of the Company derived from the sale, distribution and use of electric power and steam heat to consumers within Salt Lake City. 2.4 Yearly Revenue Estimates. On or before December 31, 1991, and on or before each succeeding December 31st thereafter, the Company shall provide the City with an estimate of the Gross Revenue and resultant Franchise Fee for the following calendar year, together with the estimated Franchise Fee for each month, which will be based on a five year rolling average. 2.5 Payment Dates. Within forty-five (45) days after the close of each month, the Company shall pay to the City the indicated Franchise Fee for that month. Nothing herein shall preclude the Company and the City from agreeing to a revised payment schedule for any year, if it appears that the actual Gross Revenue for that year will vary significantly from the Company's estimate. 2.6 Reconciliation of Sums Due. Within thirty (30) days after the filing of the report and payment or within such reasonable additional time as the City Treasurer may request, the Treasurer shall examine such report, determine the accuracy of the amounts reported, and if the Treasurer finds any errors, report them to the Company for correction. If. the Franchise Fee as paid shall be found deficient, the Company shall promptly remit the difference, and if the fee as paid be found excessive, the City shall promptly refund the difference. In the event of a disagreement, the Company shall make payment under protest pending the resolution of the dispute between the parties or through the courts. Neither payment of the Franchise Fee nor failure to make such investigation shall be deemed to estop the City or the Company in any way or prevent subsequent investigation by either and collection or return of any amount properly due. 2.7 Extensions Not Statute of Limitation or Repose. The aforesaid thirty (30) day notice period is not intended and shall not act as a statute of limitation or repose, which shall be governed by State law. 2.8 Company's Utah Office in City. In addition and as further consideration, the Company will, at all times during the franchise period, maintain its main Utah business office within the corporate limits of Salt Lake City. 2.9 Record Inspection. The records of the Company pertaining to the report(s) required in this Article shall be open for inspection by the City and its duly authorized representatives at all reasonable hours for verification. The Company shall, upon request of the City and to the extent it is able, advise the City of the identity of consumers and suppliers of electrical power wheeled by the Company to consumers within the City. 2.10 Revenue Report Following Termination. In the event this Franchise Agreement should be terminated, forfeited or voided pursuant to Articles XVIII or XXIV, or any order or decree by a court of competent jurisdiction, the Company shall, not later than thirty (30) days following the termination of the Franchise Agreement submit to the City a report prepared as before required, showing the Gross Revenue of the Company for the time elapsed since the last period for which the Company has paid the Fee. Coincidental with the submission of the report, the Company shall pay to the City the Franchise Fee due and owing to the City. ARTICLE III COMPANY EXCAVATIONS AND RELOCATIONS 3.1. Franchise Rights to Use Public Property. The Company shall have the right to excavate in, occupy anduse any and all such streets, alleys, viaducts, bridges, roads, lanes, public -ways, and other public places subject to the conditions of the City's ordinances, rules and regulations; provided, however that the Company shall not, pursuant to this Franchise Agreement place any new poles, mains, cables, structures, pipes, conduits, or wires on, over, under or within any City park, pleasure grounds or other recreational areas set forth in City ordinance. Nothing herein contained shall preclude the City from granting a revocable permit therefor. 3.2 Company Duty to Relocate. Whenever the City shall, for a lawful purpose, require the relocation or reinstallation of any property of the Company or its successors in any of the streets, alleys, rights -of -way or public property of the City, it shall be the obligation of the Company, upon notice of such requirement to promptly commence work to remove and relocate or reinstall such property as may be reasonably necessary to meet the requirements of the City. Such relocation, removal or reinstallation by the Company shall be at no cost to the City. Any money and all rights to reimbursement from the State of Utah or the federal government to which the Company may be entitled for work done by the Company pursuant to this paragraph, shall be the property of the Company. City shall assign or otherwise transfer to the Company all rights it may have to recover costs for such work performed by the Company and shall reasonably cooperate with the Company's efforts to obtain reimbursement. 3.3 City Duty to Obtain Approval to Move Company Property. Emergency. Except as otherwise provided herein, the City shall not, without the prior written approval of the Company, intentionally alter, remove, relocate, or otherwise interfere with any Company facilities. However, if it becomes necessary (in the judgment of the Mayor, City Engineer, Chief of the Fire Department or Chief of the Police Department) to cut or move any of the wire cables, appliances or other fixtures of the Company because of a fire, emergency, disaster or imminent threat thereof, these acts may be done without prior written approval of the Company and the repairs thereby rendered necessary shall be made by the Company, without charge to the City, but the Company shall not be precluded from making a claim against any third party who may have caused said damage for the cost of such repairs. Any written approval required shall be promptly reviewed and processed by the Company and approval shall not unreasonably be withheld. ARTICLE IV PLAN, DESIGN, CONSTRUCTION AND INSTALLATION OF THE COMPANY FACILITIES; MAINTENANCE 4.1 Annual Information Coordination. On or before February 28 of each calendar year, or such other date the Company and City may agree upon from year to year, the Company and the City shall meet for the purpose of exchanging information and documents regarding construction and other similar work within the City, with a view toward coordinating their respective activities in those areas where such coordination may prove mutually beneficial. Any information regarding future capital improvements that may involve land acquisition shall be treated with confidentiality upon request. 4.2 Duty to Underground. In addition to the installation of underground electric distribution lines as provided in the applicable Rules and Regulations of the Public Service Commission, the Company shall, upon payment of the charges provided in its tariffs or their equivalent, place newly constructed electric distribution lines underground in new residential subdivision areas, as may be required by subdivision regulations adopted by the City. 4.3 City Use of Company Trenches. Whenever the Company proposes to install new underground conduits or replace existing underground conduits within or under the present and future streets, alleys and public ways in the City, it shall notify the Director of Public Works as soon as practical and shall allow the City, at its own expense, and without charge by the Company, to share the trench of the Company to lay its own conduit therein; provided, that such action by the City will not unreasonably interfere with the Company's facilities or delay the accomplishment of the project. 4.4 Company Duty to Comply with Rules and Regulations. Facilities located on, upon, over and under property in which the City has an ownership interest shall be constructed, installed, maintained, cleared of vegetation, renovated or replaced in accordance with such rules and regulations as the City or the Director of Public Works may issue. The Company will acquire permits in accordance with such rules and regulations, and the said Director or the City Engineer may inspect the manner of such work and require remedies as may be necessary to assure compliance. It is understood that this work involves the health, safety and welfare of the community and from time to time must be done under circumstances that will make the prior acquisition of a permit infeasible. 4.5 Compliance With Pollution Laws. The Company shall continue to use its best efforts to take measures that will result in its facilities within the City meeting the standards required by applicable Federal and State air and water pollution laws. Upon the City's request, the Company will provide the City with a status report of such measures. 4.6 Incorporation of Technology. The Company shall use its best efforts to incorporate technological advances into its equipment and service when such advances have been shown to be technically and economically feasible, safe and beneficial. The Company shall, in the regular course of its business, review technological advances that have occurred in the electric utility industry. 4.7 Extension of Service to City Facilities; Waiver of Advance Payment. The Company, upon receipt of City's authorization for payment and construction, shall extend, within the City, its facilities to provide electric service to the City for municipal uses and, to the extent permitted by the Public Service Commission, shall not require, the City to make advance payments. 4.8 Use of Company Corridors. The City may identify portions of the transmission corridors, which the Company now or in the future owns in fee within the City, as being desirable locations for public parks, playgrounds or recreation areas. In such event, and upon notice by the City, the Company and the City will negotiate in good faith to reach an agreement providing for such uses by the City. However, no such use will be allowed where the Company in good faith believes such use would interfere with the Company's use of the transmission corridor or materially prejudice its interests in safety. The Company shall assume no liability or shall it incur, directly or indirectly, any additional expense in connection therewith. 4.9 Compliance With Applicable Laws. All electric .lines, poles, towers, pipes, conduits, equipment, property and other structures or assets installed or used under color of this franchise shall be used, constructed and maintained in accordance with applicable federal, state and city laws and regulations and shall be kept current with new codes, as required by law. 4.10 Location to Minimize Interference. Such lines, poles, towers, pipes, conduits, equipment, property, structures and assets shall be located so as to cause minimum interference with the use of such streets, alleys and public places by others, and shall cause minimum interference with the rights of property owners who adjoin any of said streets, rights -of -way or public property. 4.11 Repair Damage. If during the course of work on its facilities, the Company causes damage to or alters any street, alley, rights -of -way or public property, the Company shall (at its own cost and expense and in a manner approved by the City's Director of Public Works) replace and restore it in as good a condition as existed before the work commenced. Except in case of emergency, the Company shall, prior to commencing work in the public way, street or public property, make application for a permit to perform such work from the office of the City Engineer or other agency designated by the City. Such permit shall not be unreasonably withheld. The Company will abide by all reasonable regulations and requirements of the City Engineer for such work(s). 4.12 Guarantee of Repairs. For a period of one year following the completion of the repair work performed pursuant to paragraph 4.11, the Company shall maintain, repair, and keep in good condition those portions of said streets, alleys, rights -of -way or public property restored, repaired or replaced, to the satisfaction of the City Engineer; provided, however, that acceptance will not be unreasonably withheld. 4.13 Safety Standards. The Company's work, while in progress, shall be properly protected at all times with suitable barricades, flags, lights, flares, or other devices as are reasonably required by applicable safety regulations or standards imposed by law. 4.14 Substation Landscaping. The Company shall maintain the general appearance of its substations in a manner consistent with the surrounding properties that shall include but not be limited to the landscaping of front yards and parkways in residential zones; the installation of curb, gutter, sidewalk and parkway landscaping in those areas where similar improvements have been, or are being, installed on contiguous properties; and the screening of substations directly abutting a public street or abutting a residential property with appropriate landscaping or screening material as required by the City's Planning Commission. ARTICLE V CITY USE RIGHTS 5.1 City Use of Poles and Overhead Structures. The City shall have the right, without costs, to use all poles and suitable overhead structures owned by the Company within the City for fire alarms, police signal systems, cable television or any lawful use; provided, however, any said uses by the City shall be for activities owned, operated or used by the City for any public purposes and shall not include the distribution of electrical power and energy by the City for a fee. 5.2 Limitation on Use Rights. Nothing in this Article shall be construed to require the Company to increase pole capacity, alter the manner in which the Company attaches equipment to the poles, or alter the manner in which it operates and maintains its equipment. Such City attachments shall be installed and maintained in accordance with the reasonable requirements of the Company and the then current National Electrical Safety Code pertaining to such construction. Further, said City attachments shall be attached or installed only after written approval by the Company, which approval will be timely processed and will not be unreasonably withheld. 5.3 Maintenance of City Facilities. The City's use rights also shall be subject to the parties reaching an agreement regarding maintenance of such City attachments, either to be done for a reasonable fee by the Company or by a qualified party who shall fully indemnify and hold the Company harmless from any liability and whose service would not materially prejudice the Company's interests in safety and insulation from liability. 5.4 Use of Company Property by Other Franchisees. The Company will allow others holding a franchise from the City, except providers of electric utility service, to utilize such poles and suitable overhead structures, upon reasonable terms and conditions to be agreed upon by the Company and such other holders of a franchise from the City. The Company shall assume no liability nor shall it incur, directly or indirectly, any additional expense in connection therewith. The use of said poles and structures by the City or others holding a franchise from the City shall be in such a manner as not to constitute a safety hazard or to unreasonably interfere with the Company's use of same. ARTICLE VI 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 herein contained, such ordinances and rules and regulations as may by the City be deemed necessary in the exercise of its police power for the protection of the health, safety and welfare of its citizens and their properties. ARTICLE VII DIRECTOR OF PUBLIC WORKS; DIRECTOR OF FINANCE 7.1 City Representative. Except as provided in subparagraph 7.3 and 7.4, hereof, the Director of Public Works ("Director") or his/her designee, or such other person as the Mayor may designate, 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 said provisions or to adequately and fully discharge its responsibilities and obligations hereunder. The failure or omission of the City Representative to so act shall not constitute any waiver or estoppel. 7.2 Company Duty to Cooperate. In order to facilitate such duties of the Director, the Company agrees: a. To allow the City Representative reasonable access to any part of the plant, works and systems within the City. The Director may make and supervise reasonable tests to determine the quality of the electric and steam service supplied to the customers of the Company within the City, with particular reference to the standards of service provided herein and in the Rules and Regulations prescribed by, and the tariffs of the Company filed with, the Public Service Commission from time to time. b. The City Representative may convey to the Company and to the Public Service Commission any complaint of any customer of the Company within the City with respect to the quality and price of electric and steam service and the appropriate standards thereof. c. To submit to the City Representative a letter advising the City of any application by the Company which, if approved, would affect the Gross Revenues as defined in paragraph 2.3. A copy of such letter shall also be submitted to the City's Director of Finance. In addition, irrespective of whether the City intervenes in a proceeding before the Public Service Commission, the Company, upon reasonable request, will provide the City access to all documents provided other parties in connection with such proceeding. 7.3 City Financial Review. With regard to financially related matters the City designates the Director of Finance as 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 investigate any alleged violation or failures of the Company to comply with the provisions hereof or to fully and adequately discharge the responsibilities and obligations hereunder. The failure or omission of the Director of Finance to act shall not constitute any waiver or estoppel. 7.4 Company Duty to Cooperate on Financial Review. In order to facilitate such duties the Company agrees: a. To grant the Director of Finance reasonable access to the books and records of the Company insofar as they relate to any matters covered by this Franchise; to provide the Director of Finance with such reasonable and necessary reports containing or based on information readily obtainable from the Company's books and records as may be from time to time, requested with respect to the electric and steam service supplied under this Franchise; and to provide the Director of Finance, upon request not more than every two years, a list of utility related real property owned or leased by the Company within the City. b. At the request of the City's Director of Finance, to meet at least annually with the Director of Finance for the purpose of reviewing, implementing, and/or modifying mutually beneficial procedures and methods for the efficient processing of computerized bills rendered by the Company to the City. c. At the request of the City's Director of Finance, to meet with the Director at least annually to share and coordinate information on management information systems that would lead to coordinated management, operation and repair of the facilities of the City and of the Company, provided that the implementation of any such systems will be done on a cost sharing basis agreed to by the City and the Company. 7.5 No Waiver or Estoppel. 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. ARTICLE VIII ELECTRICAL AND STEAM SERVICE 8.1 Duty to Supply Electricity. In accordance with the terms hereof, the Company shall furnish electricity within the corporate limits of the City, or any additions thereto, to the City and to the inhabitants thereof, and to any person or persons or corporation doing business in the City or any additions thereto. The Company shall at all times take all reasonable and necessary steps to assure an adequate supply of electricity to its customers at the lowest reasonable cost consistent with long term reliable supplies. If the supply of electricity to its customers should be interrupted, the Company shall take all necessary and reasonable actions to restore such supply at the soonest practicable time. 8.2 Duty to Supply Steam; Exceptions. The Company shall supply steam within the presently defined steam district in the downtown business district of the City, so long as it is economical for it to do so; provided, that the Company agrees that it will not cease providing such steam service before it has obtained any necessary regulatory authorization. All such products or services shall be furnished at the rates and under the terms and conditions of the Company's currently effective tariffs on file and approved by the Public Service Commission. 8.3 Company Duty to Reimburse for Upgraded Distribution. The Company shall reimburse the City for the costs of upgrading the electrical distribution system or facility of any City building or facility where such upgrading is caused or occasioned solely by the Company's decision to increase voltage of delivered electrical energy. 8.4 Upgrading System. The Company will, from time to time, during the term of this Franchise make such enlargements and extensions of its electric system as are necessary to adequately provide for the requirements of the City and the inhabitants thereof. Such enlargements and extensions shall be made in accordance with the Company's currently effective tariffs and the rules of the Public Service Commission. 8.5 Promulgation of Rules for Company Operations. The Company from time to time may, in accordance with the requirements of the Public Service Commission, promulgate such rules, regulations, terms and conditions governing the conduct of its business, including the utilization of electricity and steam; the payment therefor; and the interference with, or alteration of, any of the Company's property upon the premises of its customers, as shall be necessary to insure a continuous and uninterrupted service to each and all its customers and the proper measurement thereof and payment therefor. The Company shall keep all such matters on file in its office in the City, available for public inspection and copying, and shall provide the City Recorder and any other official of the City, designated in writing by the City as requiring same in the discharge of his duties, copies of the Company's currently effective tariffs, on file with and approved by the Public Service Commission. 8.6 Supremacy of Lawful P.S.C. Tariff Orders. The City and the Company recognize that the lawful provisions of the Company's tariffs on file and in effect with the Public Service Commission that are consistent with the restrictions and limitations of the Utah Constitution regarding the rights of municipalities to franchise 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 currently effective provisions of the Company's tariffs. In the event that either the Public Service Commission or the Federal Energy Regulatory Commission makes any proposal that would directly affect the Company and that, in the Company's opinion, would be ..inconsistent with any provision of this Franchise, the Company, upon becoming aware of such proposal, will exercise its best efforts to consult with representatives of the City in a timely manner regarding such proposal; provided, however, that the position ultimately taken by the Company on any such proposal shall be determined solely by the Company. 8.7 City's Right to Lowest Charge. No charges to the City by the Company for any service or supply shall exceed the lowest charge for similar or identical service or supplies provided by the Company to any other similarly situated customer or consumer of the Company. ARTICLE IX STREET, AREA AND TRAFFIC LIGHTING 9.1 Company's Duty to Illuminate Public -Way. As further consideration for this Franchise and grant, the Company, upon request of the City, shall supply and the City shall take illumination of streets, avenues, boulevards, parks, alleys and public -ways and places of the City and along the streets adjacent to the City limits, and any extensions thereof, supplied from the Company's overhead or underground electrical distribution system. 9.2 Charges for Public -Way Lighting; Separate Agreement. The Company shall furnish, install, maintain, operate, replace and renew such lighting equipment as may be necessary or requested by the City, subject to the rates, tariffs, rules and regulations of the Public Service Commission. Street lighting service within the City shall be governed by a separate street lighting agreement; the existing contract shall remain in full force and effect, consistent with its terms. ARTICLE X CITY RIGHT OF FIRST PURCHASE OF REAL PROPERTY AND WATER RIGHTS 10.1 First Right of Refusal. In the event the Company at any time during the term of this Franchise proposes to sell or dispose of any of its water rights within Salt Lake County or real property located within the City, excluding residential properties acquired through employee relocations, the City shall have the right of first refusal of same subject to the prior rights of others. The Company shall, after receipt and acceptance of a bona fide offer to purchase such property or rights, subject to the City's right of first purchase, offer such property or rights in writing and upon the same terms and conditions and at the same price to the City. 10.2 Time to Exercise Right. The City shall have thirty (30) calendar days in which to exercise the right of first refusal by giving written notice to the Company of the City's intent to purchase. 10.3 Company Right to Sell. Should the City not provide the required written notice, the Company may proceed to sell such property or rights at a price no lower than the price that was offered to the City. In no event shall the Company sell such property or rights at a lesser price without first offering such property or rights to the City at said lesser price in the same manner as described above. 10.4 Exclusion for Transfer to Affiliate. It is understood that nothing in this article shall preclude the Company from transferring real property or water rights to a subsidiary or affiliate, without first according the City the rights referred to above; provided, that if the transferee proposes to sell or dispose of such property or rights it shall not do so without first affording the City the rights referred to above. 10.5 Exclusion for Steam Heating Plant. It is also understood that nothing in this article shall preclude the Company from selling its steam heating plant and related properties to the Church of Jesus Christ of Latter-day Saints, without first affording the City the rights referred to above. ARTICLE XI ANNEXATION OF THE COMPANY PROPERTY Except as provided below, when any property owned by the Company becomes eligible for voluntary annexation to the City, the Company will petition and undertake whatever action is necessary to annex that property upon request by the City; provided, however, that no condition of such annexation shall impair the Company's ownership or use of its property, and that Company property which is used solely as transmission corridors and which is not both parallel and adjacent to City boundaries need not be annexed into the City. Except as herein provided, the Company agrees to comply with all terms and conditions imposed upon the annexation by the generally imposed their land to the City that are no more stringent than those upon property owners seeking annexation of City. ARTICLE XII SMALL POWER PRODUCTION AND CO -GENERATION The City expressly reserves the right to engage in the production of electric energy, both from conventional power plants and from co -generation and small power production facilities. The Company agrees to negotiate long term contracts, consistent with other contemporaneous Company contracts of a similar nature, to purchase City -generated power made available for sale consistent with state and federal law. ARTICLE XIII GENERATION FROM CITY WATER As a further consideration for the grant of this Franchise, the Company agrees, if requested, to effectuate the relationships hereinafter referred to with the City or its successors. Such relationships may be extended beyond the term of this Franchise, may be evidenced by contract or deed or otherwise, and shall include, but not be limited to the following: 13.1 Installation of Plants to Utilize City Resources. Upon request by the City, and upon receipt of all required regulatory authorizations, the Company shall install, maintain and operate a plant or plants to generate electric energy for the Company's use from falling water or water pressure controlled by the City, at any place in the City's water works system where availability of falling water or water pressure would make the installation of a hydroelectric generating plant economically feasible. Each plant so proposed to be installed shall be deemed economically feasible if the total cost of power production therefrom, including any payments for falling water or water pressure to the City, delivered to the then existing system of the Company, is determined, in accordance with normal utility accounting practices, to be no more than the Company's avoided cost, determined in a manner consistent with the Company's then current least -cost plan on file with the Utah Public Service Commission or, if not so filed, such other document(s) of the Company reflecting its least -cost resource acquisition plan. To aid in the determination of feasibility, the City shall furnish a reasonably definite schedule of probable water availability. 13.2 City Option to Purchase. The City shall have the option to purchase, subject to any regulatory authorization required for the Company to sell, any plant or plants constructed by the Company pursuant to Section 13.1 above to generate electric energy from falling water controlled by the City. The purchase price shall be equal to the original cost, plus additions and improvements, hut shall not include any severance damage, except any damage or loss to the Company attributable solely to loss of use of facilities necessitated by and useful only to serve the plant installed at the request of the City. However, in determining the purchase price of such plant or plants and severance damage or loss, if any, no value shall be attributable directly or indirectly to the Franchise granted herein. 13.3 Company's First Right of Contract. Should the City, at any time during the term of this Franchise, contemplate authorizing any entity other than the Company to construct, operate or maintain a plant or plants to generate electric energy from falling water controlled by the City, it shall, before entering into any such agreement, first provide the Company an opportunity to enter into an agreement containing terms and conditions (1) similar to those contained in the agreement proposed to be entered into with such other entity or (2) that will result in energy being made available to the Company's system at a cost below the cost that would be incurred by the Company if it purchased the energy from a plant or plants operated by such other entity. The Company shall have ninety (90) days, or such longer time as may be permitted by the City, to agree to enter into such an agreement, failing which the City may enter into an agreement with such other entity. ARTICLE XIV SYSTEM TO REMAIN IN PLACE 14.1 Continuation of Service. In the event this Franchise is not renewed at the expiration of its term or the Company terminates any service provided herein for any reason whatsoever, and the City has not provided for alternative electrical energy or steam supplies (unless, as to steam heating service, the same is displaced by other heating methods), the Company shall have no right to remove the electrical energy or steam distribution systems, or any of them except in the normal course of business, pending resolution of the disposition of the system. The Company further agrees it will provide any temporary services necessary to protect the public, and in such event shall be entitled only to monetary compensation in no greater amount than provided for under the Company's tariff. 14.2 Removal of System. Only upon receipt of written notice from the City stating that the City has adequate alternative electrical energy sources to provide for the people of the City shall the Company be entitled to remove any or all of said systems in use under the terms of this Franchise. ARTICLE XV TRANSFER OF FRANCHISE The Company shall not transfer or assign any rights under this Franchise to another entity, unless the City shall first give its approval in writing, which approval shall not be unreasonably withheld; provided however, inclusion of the Franchise as property subject to the liens of the Company's mortgages shall not constitute a transfer or assignment. ARTICLE XVI ACCEPTANCE BY THE COMPANY OF FRANCHISE; TERMINATION OF PREEXISTING FRANCHISES; SURVIVORSHIP OF LIABILITIES 16.1 Company Duty to Approve Franchise Agreement. If this Franchise Agreement has not been duly executed by the Company prior to the City Council adoption of the corresponding Franchise Ordinance, within thirty (30) days after the effective date of said ordinance adoption by the City Council, the Company shall execute the Agreement and file an unqualified acceptance of the Ordinance in writing with the City Recorder of Salt Lake City in the form approved by the City Attorney; otherwise, this Franchise Agreement and any ordinance adopted relating thereto and all rights granted hereunder shall be null and void. 16.2 Continuation of Pre -Existing Franchise. In the event of non -acceptance by the Company, the 1951 and the 1962 franchises shall remain valid and be in full force and effect, as modified by existing Court decree. 16.3 Termination of Pre -Existing Franchise. Upon timely written granted to the acceptance, all previous franchise ordinances Company or its predecessor shall cease and terminate and all rights of the Company shall be embodied in this Franchise Agreement; provided, however, that any obligation: (a) to pay or refund sums due, (b) to permit inspection of or accountings, (c) to indemnify the City, or (d) to discharge any other obligation owed to the City by the Company to the effective date of the ordinance and acceptance thereof by the Company that arises out of or results from such previously granted franchises shall survive said termination. ARTICLE XVII EXTENSION OF CITY LIMITS Upon the annexation of any territory to the City, all right and franchise hereby granted shall extend to the territory so annexed to the extent the City has authority. All facilities owned, maintained, or operated by the Company located within, under, or over streets of the territory so annexed shall thereafter be subject to all teLms hereof. ARTICLE XVIII EARLY TERMINATION OR REVOCATION OF FRANCHISE 18.1 Grounds for Termination. The City may terminate or revoke this Franchise Agreement and all rights and privileges herein provided for any of the following reasons: (a) The Company fails to make timely payments of the Franchise Fee as required under Article II of this Franchise Agreement and does not correct such failure within ten working days after written notice by the City of such failure; (b) The Company, by act or omission, materially violates a duty or obligation herein set forth in any particular within the Company's control, and with respect to which redress is not otherwise herein provided. In such event, the City, acting by or through its Council, may after hearing, determine that such failure is of a material nature; and thereupon, after written notice given Company of such determination, Company shall, within thirty (30) days of such notice, commence efforts to remedy the conditions identified in the notice, and will have six (6) months from the date it receives notice to remedy the conditions. After the expiration of such six (6) months period and failure to correct such conditions, the City may declare this Franchise forfeited, and thereupon the Company shall have no further rights or authority hereunder; provided, however, that any such declaration of forfeiture shall be subject to judicial review as provided by law, and provided further that in the event such failure is of such nature that it cannot be reasonably corrected within the six (6) months time provided above, the City shall provide additional time for the reasonable correction of such alleged failure. (c) The Company becomes insolvent, unable or unwilling to pay its debts, is adjudged bankrupt, or all or part of its facilities should be sold under an instrument to secure a debt and is not redeemed by the Company within thirty (30) days; or (d) In furtherance of the Company policy or through acts or omissions done within the scope and course of employment, a director or officer of the Company knowingly engages in conduct or makes a material misrepresentation with or to the City, or the Company's customers, that is fraudulent or in violation of a felony criminal statute of the State of Utah. 18.2 Reserved Rights. Nothing contained herein shall be deemed to preclude the Company from pursuing any legal or equitable rights or remedies it may have to challenge the action of the City. ARTICLE XIX COMPANY INDEMNIFICATION 19.1 No City Liability. Except as otherwise specifically provided herein, the City shall in no way be liable or responsible for any loss or damage to property or any injury to, or death, of any person that may occur in the construction, operation or maintenance by the Company of its lines and appurtenances hereunder. 19.2 Company Indemnification of City. The Company shall indemnify, defend and hold the City harmless from and against claims, demands, liens and all liability or damage of whatsoever kind on account of or arising from the grant of this Franchise, the exercise by the Company of the related rights, or from the operations of the Company within the City, and shall pay the costs of defense plus reasonable attorneys' fees. Said indemnification shall include but not be limited to the Company's negligent acts or omissions pursuant to its use of the rights and privileges of this Franchise, including construction, operation and maintenance of electrical lines and appurtenances whether or not any such use, act or omission complained of is authorized, allowed or prohibited by the Franchise. 19.3 Notice of Indemnification. The City shall (a) give prompt written notice to the Company of any claim, demand or lien with respect to which the City seeks indemnification hereunder and (b) unless in the City's judgment a conflict of interest may exist between the City and the Company with respect to such claim, demand or lien, permit the Company to assume the defense of such claim, demand, or lien with counsel satisfactory to City. If such defense is not assumed by the Company, the Company shall not be subject to any liability for any settlement made without its consent. Notwithstanding any provision hereof to the contrary, the Company shall not be obligated to indemnify, defend or hold the City harmless to the extent any claim, demand or lien arises out of or in connection with any negligent act or failure to act of the City or any of its officers or employees. ARTICLE XX REMEDIES 20.1 Duty to Perform. The Company and the City agree to take all reasonable and necessary actions to assure that the terms of this Franchise are performed and neither will take any action for the purpose of securing modification of this Franchise before either the Public Service Commission or any Court of competent jurisdiction; provided, however, that neither shall be precluded from taking any action it deems necessary to resolve differences in interpretation of this Franchise Agreement. 20.2 Remedies at Law. In the event the Company or the City fails to fulfill any of their respective obligations under this Franchise, the City, or the Company, whichever the case may be, will have a breach of contract claim and remedy against the other in addition to any other remedy provided by law, provided that no remedy that would have the effect of amending the specific provisions of this Franchise shall become effective without such action that would be necessary to formally amend the Franchise. ARTICLE XXI NOTICES 21.1 City Designee and Address. Unless otherwise specified herein, all notices from the Company to the City pursuant to or concerning this Franchise shall be delivered to the Mayor of the City and City Attorney at 451 South State Street, Salt Lake City, Utah 84111. 21.2 Company Designee and Address. The Company shall maintain in the City throughout the term of this Franchise an address for services of notices by mail, and a local office and telephone number for the conduct of matters relating to the Franchise during normal business hours. Unless otherwise specified herein, all notices from the City to the Company pursuant to or concerning this Franchise shall be delivered to the President of Utah Power & Light Company, 201 South Main, Suite 2300 Salt Lake City, Utah 84140 and such other offices as the Company may designate by written notice to the City. ARTICLE XXII CHANGING CONDITIONS 22.1 Meet to Confer. The Company and the City recognize that many aspects of the electric utility business are currently the subject of discussion, examination and inquiry by different segments of the industry and affected regulatory authorities and that these activities may ultimately 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 each agree, on request of the other during the term of this Franchise, to meet with the other and discuss in faith whether it would be appropriate, in view of developments of the kind referred to above during the good term of this Franchise, to amend this Franchise or enter into separate, mutually satisfactory arrangements to effect a proper accommodation of any such developments. 22.2 Duty to Offer City Favorable Terms. Should the Company, prior to the year 1998, accept or enter into a franchise for general electric service with any other Utah city of the first or second class, or county of the first class that contains terms, conditions or provisions different from those of this Franchise, the Company shall offer the City such different terms, conditions, or provisions, which may be accepted by the City and become effective and binding upon the parties once submitted to and approved by the Mayor and the City Council. ARTICLE XXIII AMENDMENT 23.1 Duty to Negotiate. At any time during the term of this Franchise, the City through the Mayor, or the Company may propose amendments to this Franchise by giving 30 days written notice to the other of the proposed amendment(s) desired, and both parties thereafter, through their designated representatives, will, within a reasonable time, negotiate in good faith in an effort to agree upon mutually satisfactory amendment(s). 23.2 Amendment Approval Required. No amendment or amendments to this Franchise shall be effective until mutually agreed upon by the City and the Company and an ordinance amendment approved by the City Council. ARTICLE XXIV SEVERABILITY 24.1 Conditions. If any section, sentence, paragraph, term or provision of this Agreement or the Franchise Ordinance is for any reason determined to be or rendered illegal, invalid, or superseded by other lawful authority including any state or federal, legislative, regulatory or administrative authority having jurisdiction thereof or determined to be unconstitutional, illegal or invalid by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such determination shall have no effect on the validity of any other section, sentence, paragraph, teLm or provision hereof, all of which will remain in full force and effect for the term of the Franchise Agreement or any renewal or renewals thereof, except for Article II. 24.2 Fee Article Non -Severable. Article II is essential to the adoption of this Franchise Agreement and should it be challenged by the Company, or determined to be illegal, invalid, unconstitutional or superseded, in whole or in part, the entire Franchise Agreement shall be voided and terminated, subject to the provisions of the following provisions of this Article. In the event of a judicial, regulatory or administrative determination that Article IT is illegal, invalid, unconstitutional or superseded, such termination shall be effective as of the date of a final appealable order, unless otherwise agreed upon by the City and the Company. In the event of any legislative action that renders Article II unconstitutional, illegal, invalid or superseded, such termination shall be effective as of the effective date of such legislative action. 24.3 Waiver of Non-Severability. Notwithstanding the foregoing, if City stipulates in writing to judicial, administrative or regulatory action that seeks a determination that Article II is invalid, illegal, superseded or unconstitutional, then a determination that Article II is invalid, illegal, unconstitutional or superseded shall have no effect on the validity or effectiveness of any other section, sentence, paragraph, term or provision of this Franchise Agreement, which shall remain in full force and effect. 24.4 Lease Terms Upon Termination. In the event this Franchise Agreement is terminated pursuant to paragraph 24.2, the City grants to the Company a lease according to the same terms and conditions as set forth in this Franchise Agreement. Accordingly, market rental value, the required for the payment the Company shall pay, as fair same amounts, at the same times, of the Franchise Fee pursuant to Article II and be bound by all other terms and conditions contained herein; provided, however, that in no event will the Company be obligated to pay a higher percentage of revenues derived from the sale, distribution and use of utility services within the City than is paid by other fixed public utilities serving within the City. THIS AGREEMENT is executed in duplicate originals on this the _ day of JUL 1 2 19911 , 1991. SALT LAKE CITY CORPORATION By £4.4L e. JUL 1 2 1991 MAYOR -37- ATTEST: PACIFICORP d/b/a UTAH POWER & LIGHT COMPANY By Title: President hind Chief ExecutiveFOfficer -38- STATE OF UTAH : ss. County of Salt Lake) On the day of JUL 12 1991 , 1991, personally appeared before me PALMER DePAULIS and KATHRYN MARSHALL, who being by me duly sworn, did say that they are the MAYOR and CITY RECORDER, respectively, of SALT LAKE CITY CORPORATION, and said persons acknowledged to me that said corporation executed the same. My mmission Expires: a;IC� i 1 C(el NUT Y PUBLIC, resi•.kng in Salt Lake County, Utah' STATE OF UTAH : ss. County of Salt Lake) On the 11th day of July , 1991, personally appeared before me Verl R. Topham , who being by me duly sworn, did say that he is the President and CEO of PACIFICORP dba UTAH POWER & LIGHT COMPANY, and that the foregoing instrument was signed in behalf of said corporation by authority of its bylaws or a resolution of its board of directors; and said person acknowledged to me that said corporation xecuted the same. i._ My Commission Expires: NOTARY PUBLIC MELAME R. ALLEf4 1407 West North Temple Salt Lake City, Utah 84140 My Commission Expires December 5. 1904 STATE OF UTAH 12/5/94 SWA:cc NOTARY P I , residing in S.-t Lake County, Utah -39-