§ 3. TERM.

(a)

The term of this franchise shall be for a period of ten (10) years from the effective date hereof.

(b)

Upon written notice given by the City at least ninety (90) days prior to the fifth anniversary of the effective date of this franchise ordinance, the rate of compensation to be paid to the City hereunder pursuant to Section 4(b) shall be reopened and renegotiated to be effective on and after such fifth anniversary.

(c)

Upon written request of either the City or the Company, this franchise shall be reopened and renegotiated at any time upon any of the following events:

(i)

changes in federal, state, or local laws, regulations, or orders that materially affect any rights or obligations of either the City or Company, including but not limited to the scope of the franchise granted to the Company or the compensation to be received by the City hereunder;

(ii)

changes in the structure or operation of the electrical power industry that materially affect any rights or obligations of either the City or the Company, including but not limited to: (A) the scope of the franchise granted to the Company, (B) the compensation to be received by the City hereunder, (C) the institution of Retail Wheeling or customer choice of electric supplier, or (D) the unbundling and separate pricing of the generation, transmission or distribution of Electric Utility Service; and

(iii)

any other material and unintended change or shift in the economic benefit that either the City or the Company reasonably relied upon and reasonably anticipated upon entering into this franchise.

(c)

In any negotiation properly commenced pursuant to Section 3(b), the City and the Company shall negotiate in good faith in an effort to agree upon mutually satisfactory amendment(s). Failure of the City and Company to successfully renegotiate the materially affected provisions of this franchise under Section 3(b) shall give either party the right to terminate this franchise by giving written notice of termination within sixty (60) days of the event giving rise to the negotiations under subsection (b), in which case the franchise shall terminate 60 days after such notice is given. If neither party gives notice of termination within such time period, the franchise shall remain in effect according to its then existing terms.

(d)

Amendments under this Section, if any, shall be made by ordinance as prescribed by statute. The franchise shall remain in effect according to its terms pending completion of any renegotiation provided by subsections (b) and (c).