§ 3. Term.

(a)

The term of this franchise shall be ten (10) years from the effective date of this ordinance.

(b)

Upon written request of either the City or the Company, the franchise may be reviewed after five (5) years from the effective date of this ordinance and either the City or the Company may propose amendments to any provision of this franchise by giving thirty days written notice to the other of the amendment(s) desired. The City and the Company shall negotiate in good faith in an effort to agree upon mutually satisfactory amendment(s).

(c)

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

1.

Change in federal, state, or local law, regulation, or order which materially affects any rights or obligations of either the City or Company, including but not limited to the scope of the grant to the Company or the compensation to be received by the City.

2.

Change in the structure or operation of the natural gas industry which materially affects any rights or obligations of either the City or Company, including but not limited to the scope of the grant to the Company or the compensation to be received by the City.

3.

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

(d)

The compensation provision of this franchise shall be reopened and renegotiated if energy consumers within the City have access to alternative natural gas suppliers or other suppliers of energy through pipelines who use the Right-of-Way and do not pay a franchise fee or other payment substantially equivalent to this franchise, which results in a material and unfair disadvantage to the Company. The use of Right-of-Way provision of this franchise shall be reopened and renegotiated if energy consumers within the City have access to alternative natural gas suppliers or other suppliers of energy through pipelines who use the Right-of-Way and do not have requirements on the use of Right-of-Way substantially equivalent to the requirements of this franchise, which results in a material and unfair disadvantage to the Company. Upon any such event, the City shall have up to 180 days after written request of the Company in which to restore competitive neutrality, provided that any adjustment in compensation resulting from renegotiations under this Subsection (d) shall be effective no later than 90 days after such notice.

(e)

Failure of the City and Company to successfully renegotiate the materially affected provisions of the franchise under subsection (c) or (d) shall give rise to dispute resolution as follows: At the expiration of 180 days from the date of the written request (or sooner if requested by both the City and the Company) the City and the Company shall each select a representative who shall jointly select a third representative. The three representatives shall hear the positions of the City and Company and shall determine the matters in disagreement by majority vote. Such decision shall be presented to City and the Company as the renegotiated language under subsection (c) or (d). Rejection of the dispute resolution by either the City or the Company shall give rise to the remedies provided by Section 10, or at the option of the parties, the franchise shall remain in effect according to its then existing terms.

(f)

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 review or renegotiation provided by subsections (b), (c), (d), or (e).