[Ord. 2924, §1]
The City of Rolla, Missouri (hereinafter "City") hereby grants a franchise to UtiliCorp United Inc., a Delaware corporation doing business as Missouri Public Service (hereinafter "Grantee"), its successors and assigns to construct, reconstruct, excavate for, place, maintain, repair, operate, and use all necessary or appropriate mains, service pipes, conduits, conductors, tanks, vaporizers, underground vaults, regulators, and other equipment with all necessary or appropriate appurtenances and appliances in connection therewith, in, along, across, over, and under the streets, roads, alleys, sidewalks, bridges, and other public places within the present and future corporate limits of the City, and areas dedicated to the City for public utility use with and said use of public rights of way and public places being subject to the approval of the Public Works Director or the Rolla Municipal Utilities General Manager, for the purpose of furnishing, transporting, and distributing gas for light, heat, power, and other purposes within City, and in territory adjacent to City and for the purpose of transporting and transmitting gas through City, all such equipment, appliances, and apparatus to be installed and maintained with due regard to rightful use by other persons, with vehicles or otherwise, of the streets, roads, alleys, sidewalks, bridges, and other public places and areas dedicated to City for public utility use.
[Ord. 2924, §2]
(a) 
This grant of franchise authority shall be conditioned upon Grantee beginning construction within: 1) twelve (12) months of approval by the Missouri Public Service Commission (hereinafter "PSC"), or 2) contract date of gas acquisition from a gas pipeline entity with a metering point at City, whichever last occurs. Grantee agrees to use its best efforts to negotiate a contract for gas acquisition as soon as practicable.
(b) 
Grantee estimates that a substantial portion of the initial distribution system will be complete within three (3) years of commencement of construction of the distribution system, unless events occur beyond the reasonable control of Grantee.
(c) 
Grantee agrees that the plan submitted to the Director of Public Works on May 20, 1993, shall serve as Grantee's tentative preliminary construction plan.
(d) 
Grantee further agrees to provide the City's Public Works Director, upon request by City, copies of construction design drawings and construction specifications relating to construction of the City's gas system (hereinafter "the distribution system") filed with the Missouri Public Service Commission (hereinafter "PSC").
[Ord. 2924, §3]
Grantee shall propose initial and subsequent rates to the PSC subject to approval by the PSC. Grantee shall seek approval of the PSC to permit Grantee to convert, as is economically justifiable, Rolla residential house piping from LP gas to natural gas at no cost to customers during the phase of initial construction of the distribution system. The conversion program proposal is subject to PSC approval.
[Ord. 2924, §4]
Grantee shall furnish reasonable assurance to City of the availability of a gas supply at competitive prices prior to commencing initial construction of the distribution system. This section shall not apply following commencement of the initial construction of the distribution system.
[Ord. 2924, §5]
Extensions of, and additions to, the distribution system maintained by Grantee, its successors or assigns, in the City shall be made in accordance with the Rules and Regulations of the PSC.
[Ord. 2924, §6]
Grantee may make, execute, or enter into any deed, deed of trust, mortgage, conditional sales contract, or any loan, lease, pledge, sale, gift, or similar agreement concerning any of the facilities and property, real or personal, involved in the operation of the distribution system.
[Ord. 2924, §7]
Grantee shall hold said City harmless from all liability imposed upon it on account of injury or damage to person or property caused by Grantee, its contractors, subcontractors, agents, or employees in the course of or in connection with any construction, reconstruction, excavation, placement, maintenance, operation, or use of mains, service pipes, conduits, conductors, tanks, vaporizers, underground vaults, regulators, and other equipment, in, along, across, or under any of the streets, roads, alleys, sidewalks, bridges, or other public places in the City in the exercise of any of the rights and privileges conferred by this Ordinance. Rather than enter into a separate agreement with Rolla, MPS agrees to this Section 16-102 as its indemnification and hold harmless agreement with Rolla.
[Ord. 2924, §8]
(a) 
As part of the consideration for the rights and privileges conferred by this Ordinance, Grantee shall pay to City in the manner and subject to applicable tariffs and the terms and conditions as hereinafter set forth, an amount equal to five percent (5%) of its gross receipts from sales of gas and/or gas transportation service from each customer (hereinafter "Franchise Fee").
(b) 
The obligation of Grantee with respect to the Franchise Fee as herein provided shall remain in full force and effect during the term of this Franchise until, and will terminate upon, the effective date of the levy or imposition by City, in the manner provided by law, of any lawful tax as now or as may hereafter be applicable to the business of distributing or selling gas and/or gas transportation service, or upon the proceeds of sales of gas or the receipts from gas transportation service or upon the right or privilege of engaging in such business within said corporate limits, whether said tax be designated as an occupation tax, a license tax, or otherwise; but not including a sales tax levied or imposed pursuant to the City Sales Tax Act or any other applicable tax law.
(c) 
Grantee shall pay the Franchise Fee herein provided monthly, and said fee shall be computed upon the basis of gross revenue from the first day through the last day of each month beginning the second calendar month after the effective date of this Franchise. The Grantee shall calculate the Franchise Fee due said City monthly, and within sixty (60) days after the last day of each month file a statement notifying said City of the amount of gross revenue subject to the payment of the said Fee which was received during the month, and at the time of filing such statement shall pay to said City the Fee due.
(d) 
The term "gross receipts" means the aggregate amount of all sales and charges from the business of supplying gas or gas transportation service made by Grantee or any affiliated company of Grantee in said municipality during any period less discounts, late payment charges, credits, refunds, sales taxes, franchise fees, and uncollectible accounts. Gross receipts derived from the furnishing of such service to City shall not be included in gross receipts nor shall the Franchise Fee be due on such gross receipts.
[Ord. 3066, §2]
(e) 
City may grant a twelve-month abatement of this Franchise Fee to an industry which:
(1) 
Announces it will create twenty-five (25) or more full-time equivalent positions for which City is able to apply for a Community Development Block Grant for infrastructure improvements, or
(2) 
Has created during the most recent twelve (12) months, twenty-five (25) or more full-time equivalent positions in the City over the preceding twelve-month period. One (1) full-time equivalent position shall be equal to one thousand eight hundred (1,800) hours worked over the preceding twelve (12) months. Adequate personnel records shall be provided for review to substantiate the application for abatement.
(f) 
Grantee shall be notified in writing by City of such abatement. Abatement shall commence on the beginning of Grantee's gas billing cycle next following Grantee's receipt of the notice of abatement.
[Ord. 2924, §9]
(a) 
Grounds for revocation.
(1) 
Subject to the "Procedures Prior to Revocation" provided herein, City reserves the right to revoke any franchise granted hereunder and rescinds all rights and privileges associated with the Franchise in the following circumstances, each of which shall represent a default and breach under this Franchise:
a. 
If Grantee should fail to perform any of its material obligation under this Ordinance or under such documents, contracts, and other terms and provisions entered into by and between City and Grantee.
b. 
If Grantee should fail to provide or maintain in full force and effect, the liability coverage as required herein.
c. 
If within the distribution system, Grantee ceases to provide services mandated by the PSC for any reason within the reasonable control of Grantee, this action shall not prevent Grantee from discontinuing service for nonpayment, where residences or commercial establishments are vacant or have ceased to be operational, or any other reason permitted under Grantee's tariff on file with the PSC.
(2) 
Grantee shall not be declared in default or be subject to any sanction under any provision of this Ordinance in any case in which performance of any such provision is prevented for reasons beyond Grantee's control. A default shall not be deemed to be beyond Grantee's control if committed by a corporation or other business entity in which Grantee holds a controlling interest or which holds a controlling interest in Grantee, whether held directly or indirectly.
(b) 
Procedure prior to revocation.
(1) 
City shall make written demand in sufficient detail so that the complaint can be understood that Grantee must comply and to what extent Grantee must comply with any such requirement, limitation term, condition, rule or regulation, or correct any action deemed cause for revocation. If the failure, refusal, or neglect of Grantee continues for a period of thirty (30) days following such written demand, City may place its request for termination of the Franchise upon a regular Council meeting agenda. City shall cause to be served upon such Grantee, at least ten (10) business days prior to the date of such Council meeting, a written notice of this intent to request such termination, and the time and place of the meeting, notice of which shall be published by the City Clerk at least once ten (10) business days before such meeting in a newspaper of general circulation within the City.
(2) 
The Council shall hear any persons interested therein, and shall determine, in its discretion, whether or not any failure, refusal or neglect by Grantee was with just cause.
(3) 
If such failure, refusal or neglect by Grantee was with just cause, the Council shall direct Grantee to comply within such times and manner and upon such terms and conditions as are reasonable.
(4) 
If the Council shall determine such failure, refusal, or neglect by Grantee was without just cause, then the Council may, by resolution, declare that the Franchise of such Grantee shall be terminated unless there be compliance by the Grantee within such period as the Council may set.
[Ord. 2924, §10]
(a) 
Types and amounts of insurance will be carried in accordance with PSC requirements, if any. Grantee shall provide a Certificate of Insurance for General Commercial Liability coverage in the amount of two million dollars ($2,000,000.00) per occurrence. The Certificate of Insurance shall name the City as additional Insured with respect to liability coverage arising within the corporate boundaries of Rolla. Grantee will also provide a Certificate of Insurance showing proof of Workers' Compensation Insurance. Grantee additionally shall provide a Certificate of Insurance for Vehicle and Equipment Liability Insurance in the amount of one million dollars ($1,000,000.00) per occurrence. The Certificate of Insurance shall name the City as additional Insured with respect to liability coverage arising within the corporate boundaries of Rolla.
(b) 
All three (3) of the required Insurance Certificates shall be provided ten (10) days' advance notice to City in the event of policy cancellation, termination, or insurance provider changes. Upon request of Rolla, all required Certificates of Insurance shall be submitted to the City.
[Ord. 2924, §11]
(a) 
Notification of construction. Grantee shall notify City prior to the commencement of activity of its intention to commence construction in any streets. City shall cooperate with Grantee in granting any permits required. Proposed construction shall be performed in accordance with the pertinent provisions of the Ordinance of the City.
(b) 
Minimum interference. All gas lines, equipment, and structures shall be so installed and located insofar as is practical to cause minimum interference with the rights and reasonable convenience of property owners and at all times shall be kept and maintained in a safe and adequate condition and in good order and repair. Grantee shall, at all times, employ ordinary care and shall install and maintain commonly accepted methods and devices for preventing failure and accidents which are likely to cause damage, injuries, or nuisances to the public. Suitable barricades, flags, lights, flares, or other devices shall be used at such times and places as are reasonably required for the safety of all members of the public. Any other fixtures placed in any public way by Grantee shall be placed in such a manner as not to unduly interfere with the usual travel on such public way.
(c) 
Restoration of streets. Whenever Grantee shall disturb the surface of any street, alley, public highway, or ground for any purpose mentioned herein, it shall restore the same to the condition in which it was prior to the opening thereof, and when any opening is made by Grantee in any hard surface pavement in any street, alley, or public highway, Grantee shall promptly refill the opening and restore the pavement. City may refill and/or repave in case of neglect of Grantee. The cost thereof, including the cost of inspection and supervision, shall be paid by Grantee. All excavations made by Grantee in the streets, alleys, and public highways shall be properly safeguarded for the prevention of accidents.
(d) 
Removal of facilities. Whenever, in case of fire or other disaster, it becomes necessary in the judgment of the City's emergency personnel to remove any of Grantee's facilities, no charge shall be made by Grantee against City for restoration and repair, unless such acts amount to gross negligence by City. Grantee shall be notified immediately by the City of such removal of facilities.
(e) 
Improvements by City. With respect to any property of Grantee located over, on, or under City streets, roads, alleys, sidewalks, bridges, or other public places within the corporate limits of City, Grantee at its expense shall protect, support, temporarily disconnect, relocate, or remove any property of Grantee when, in the opinion of the City the same is required by reason of traffic conditions, public safety, street vacation, freeway or street construction, change or establishment of street grade, installation of sewers, drains, water pipes, power lines, signal lines, transportation facilities, tracks, or any other types of structures, improvements by governmental agencies, whether acting in a governmental or proprietary capacity, or any other structure or public improvement. Grantee shall in all cases have the privilege, subject to the corresponding obligations, to abandon any property of Grantee in place. In exercising these rights, City will use its best efforts and judgment to weigh the interest of all involved parties, and to take into consideration the most cost-effective manner of making any changes in the location. Nothing hereunder shall be deemed a taking of the property of Grantee and Grantee shall be entitled to no surcharge by reason of anything hereunder.
(f) 
Payment upon Grantee's failure. Upon failure of Grantee to commence, pursue, or complete any work required by law or by the provisions of this Franchise to be done in repairing any street, within the time prescribed in a permit issued by City to Grantee and to the reasonable satisfaction of the City, Grantee shall pay to City the cost thereof in the itemized amounts reported by City to Grantee within thirty (30) days after receipt of such itemized report.
(g) 
Reservations of street rights. Nothing in the Franchise shall be construed to prevent City from constructing sewers, grading, paving, repairing, and/or altering any street, alley, or public highway, or laying, repairing, or removing water main or constructing or establishing any other public work. All such work shall be done, insofar as practicable, in such manner as not to obstruct, injure or prevent the free use and operation of the wire, pipes, or appurtenances of Grantee. If any such property of Grantee herein shall interfere with the construction or repair of any street or public improvement, whether it be construction, repair, or removal of a sewer line or water main, the improvement of a street or any other public improvement, all such wires, conduits, or other appliances and facilities shall be removed, left in place, or replaced in such manner as shall be directed by Grantee so that the same shall not interfere with the said public work of City, and in the event that when said property of Grantee was installed by Grantee the property was over, on, or under City streets, roads, alleys, sidewalks, bridges, or other public places within the corporate limits of the City, such removal or replacement shall be at the expense of Grantee. In exercising these rights, City will use its best efforts and judgment to weigh the interest of all involved parties, and to take into consideration the most cost-effective manner of making any changes in the location.
(h) 
In the event of such vacation or discontinued use, City shall provide an easement for any existing portions of Grantee's facilities which are located in vacated or to be abandoned streets, alleys, public highways, or any portions thereof.
[Ord. 2924, §12]
(a) 
Business office. Grantee shall maintain an appropriate business office within the City limits of Rolla which shall be open during all usual business hours, have a publicly listed telephone toll free to residents of City, and be so operated to receive subscriber complaints and requests for repairs or adjustments on a twenty-four-hour basis. All complaints and documentation thereof shall be handled in accordance with the Rules and Regulations of the PSC.
(b) 
Repairs. Grantee shall conduct its repair service in accordance with the service standards prescribed by the PSC.
(c) 
Information to subscribers. Grantee shall furnish to each subscriber at the time service is installed, written instructions that clearly set forth procedures for making inquiries or complaints, including the name, address, and legal telephone number of the employee or employees or agent to whom such inquiries or complaints are to be addressed, and furnish information concerning the City office responsible for administration of the Franchise with the address and telephone number of the office.
[Ord. 2924, §13]
The captions to sections through this Ordinance are intended solely to facilitate reading and reference to the sections and provisions of this Ordinance. Such captions shall not affect the meaning or interpretation of this Ordinance.
[Ord. 2924, §14]
Grantee shall not be relieved of its obligation to comply with any of the provisions of this Ordinance or said Franchise by reason of any single or repeated failure of City to enforce compliance.
(a) 
No recourse against city. Grantee shall have no recourse whatsoever against City or its officials, boards, commissions, agents, or employees for any loss, cost, expense, or damage arising out of any provision or requirement of the Franchise or because of the lawful and valid enforcement of this Franchise.
[Ord. 2924, §15]
(a) 
Violation. No person, whether or not a customer of Grantee may intentionally or knowingly damage or cause to be damaged, any fixture, conduit, equipment, or apparatus of Grantee, or commit any act with intent to cause such damage, or to tap, tamper with, or otherwise connect device to a fixture, conduit, pipe, equipment, and apparatus or appurtenances of Grantee with the intent to obtain gas from the distribution system without authorization from Grantee and/or compensation to Grantee, or to obtain gas with intent to cheat or defraud Grantee of any lawful charge to which it is entitled.
(b) 
Punishment. Any person convicted of violating any provision of this section is subject to a fine of not more than five hundred dollars ($500.00) for each offense, or imprisonment of not more than ninety (90) days, or both such fine and imprisonment. Each day's violation of this section shall be considered a separate offense.
[Ord. 2924, §16]
If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portions hereof.
[Ord. 2924, §17]
This Ordinance shall not be effective unless and until the grant of rights, permission, and authority herein contained are approved by a majority of the qualified voters voting hereon at an election, pursuant to another Ordinance providing for such election. If such grant is so approved at such election, this Ordinance, and the grant herein contained shall be and continue in force and effect for a period of twenty (20) years from the date of such election; providing, however, that Grantee, its successors and assigns, shall, within sixty (60) days after the date of approval by a majority of the voters at such election, file with the City Clerk an acceptance of the provisions of this Ordinance; and provided further that if such acceptance is not so filed within said period of sixty (60) days, all rights, privileges, and authority herein granted shall become null and void. Any franchise granted hereunder shall be nonexclusive.
[Ord. 2924, §18]
Neither acceptance of, nor compliance with, the provisions of this Ordinance shall in any way impair or affect, or constitute or be construed as a relinquishment or waiver of any right, permission, or authority which Grantee, its successors or assigns, may have independently of this Ordinance.
[Ord. 2924, §19]
All ordinances and parts of ordinances in conflict with this Ordinance or with any of its provisions are, to the extent of such conflict, hereby repealed.
[Ord. 2924, §20]
This Ordinance shall not relieve Grantee of the obligation to comply with any ordinance now existing in the City or enacted in the future requiring to obtain written permits or other approval from City prior to commencement of construction of facilities within the streets thereof.
[Ord. 2924, §21]
As a further part of the rights and privileges conferred by this Ordinance, Grantee shall provide gas service in accordance with the Rules and Regulations of the PSC and the Gas Tariff on file with the PSC as the same may be amended from time to time.
[Ord. 2924, §22]
(a) 
Both parties agree to enter into good faith negotiations for the sale to City of all facilities constructed pursuant to the rights granted through Section 16-96 (Franchise Grant) above at the request of either party; 1) upon completion of the 15th year of this Franchise as measured from its effective date, or 2) upon revocation pursuant to this Ordinance. In the event the terms of such a sale are agreed upon between the parties, reasonable efforts will be made to coordinate the actual transfer; 1) at the expiration of this Franchise's twenty-year term with any required regulatory approvals, or 2) within a reasonable time following revocation and required regulatory approvals.
(b) 
This Ordinance shall be in full force and effect from and after its final passage and approval.