F.

COUNCIL STAFF REPORT

CITY COUNCIL of SALT LAKE CITY

TO: City Council PROJECT TIMELINE:

Briefing: Tuesday, October 25,
FROM: Ben Luedtke, Public Constituent Liason, 2016
Policy Analyst Public Hearing:
Potential Action: 11/1/2016
DATE: October 20, 2016 12:41 PM Clearline

RE: PacifiCorp (dba Rocky Mountain Power)

Electrical Utility Franchise Agreement

Legislative Sponsor:

ISSUE AT-A-GLANCE
The Administration has forwarded a new franchise agreement with Rocky Mountain Power (RMP) for a
term of five years. It would replace the now expired franchise agreement and provide the contractual
framework for RMP to continue being the electricity provider for Salt Lake City. The previous 25 year
franchise agreement (Attachment I) expired in January, 2016, however, RMP is still obligated to provide
electricity.

Historically, franchise agreements have focused on the rules of access and operations within the public
right of way as well as financial management. The historical approach is expanded by pairing a non-
binding Clean Energy Cooperative Agreement with the proposed franchise agreement. The Clean Energy
Cooperative Agreement is a joint statement to affirm RMP and the City will collaboratively work toward
achieving explicit sustainability goals. A requirement of the franchise agreement (binding) is an annual
report updating the City on progress, anticipated next steps and other considerations. Under this
approach, the City and RMP will collaborate on increasing the supply of renewable energy in the Salt Lake
City market. In August, RMP CEO Cindy Crane and Salt Lake City Mayor Jackie Biskupski signed the
Clean Energy Cooperative Agreement.

Three Primary Sustainability Goals in the Clean Energy Cooperative Agreement:

1. Facilitating increased access to renewable energy
2. Cleaner air in the local airshed
3. Achieve community-level climate change goals

Key Dates
1. March 31, 2017 – deadline for completion and acceptance of the initial joint implementation
plan

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2. April 30, 2018 – deadline for first jointly published annual progress report (city staff will
coordinate and check RMP’s progress with the stated goals in the Cooperative Agreement)
3. Summer, 2021 – negotiations begin for a new franchise agreement (assuming the proposed
franchise agreement is approved by the Council this year).

SLC Renewable Energy Goals from July, 2016 Joint Council-Mayor Resolution (see Attachment II)
1. 50% renewable energy for municipal facility operations by 2020 (4 years in the future)
2. 100% renewable energy for municipal facility operations by 2032 (16 years in the future)
3. 100% renewable energy for community wide electricity supply by 2032 (16 years in the future)
4. 80% reduction in Salt Lake City’s greenhouse gas emissions by 2040 (24 years in the future)
a. Collaborating with RMP could significantly move the City toward this energy
goal, however, it is insufficient alone to achieve an 80% reduction in greenhouse gas
emissions.

Goal of the briefing: Discuss with the Administration the proposed RMP franchise agreement.

POLICY QUESTIONS
1. What are the pros and cons of a RMP franchise agreement that has a shorter duration than the
previous 25 year agreement?

2. Are there utility infrastructure investments the City needs to reach the first energy goal of 50%
renewable energy for municipal facility operations by 2020 (4 years from now)?

3. What would be the City’s options if progress toward the sustainability goals fails to meet agreed
upon targets?

4. The Council may wish to ask the Administration, how will progress on the sustainability goals
be measured?

5. The Council may wish to ask the Administration, how has community input been incorporated
into the City’s sustainability goals?

6. The Council may wish to ask the Administration, how would the sustainability goals adjust
overtime as technologies and local circumstances evolve?

7. How will the community renewable energy feasibility study, currently underway in
collaboration with Park City and Summit County, help inform implementation of Salt Lake City’s
sustainability goals in partnership with RMP?
a. On April 19, 2016 the Council approved $30,000 in budget amendment #3
which represents Salt Lake City’s share of the $90,000 feasibility study cost. The final
report is expected Winter 2016/2017.

8. The Council may wish to discuss with the Administration why the design standards and rules
regarding ground mounted utility boxes are not included in the RMP franchise agreement.
a. The Council adopted updated standards in City Code section 21A.40.160 March 24, 2015
(see Attachment V for ordinance).

ADDITIONAL & BACKGROUND INFORMATION

Areas of Collaboration to Meet Sustainability Goals
1. Reduce energy waste across all sectors (residential, commercial and industrial)
2. Expand infrastructure for, and use of, electric vehicles (EVs)
3. Integrate and invest in smarter grid technologies such as energy storage and enhanced demand
response capabilities

Smart Grid Description

Attachment III is a one page graphic with talking points about smarter grids from the Department of
Energy. The Administration provided the following description of a smart grid:

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Meeting of November 1, 2016

“A smart grid is an evolved grid system that manages the generation, delivery and use of
electricity in a more efficient way. A smart grid strives to enhance reliability and security while
also allowing the integration of new technologies (e.g., electric vehicles, battery storage and
intermittent renewable energy resources). A smart grid is important to ensuring that the
transition to renewable energy and other clean technologies is completed in a cost-effective way
that also provides more frequent information and price signals to customers.”

Salt Lake City’s Electricity Supply

According to RMP’s 2015 data, the overall electricity generation sources for its entire service area (Idaho,
Utah, and Wyoming) is made up of 62% coal, 15% natural gas, 13% renewables and 10% other. RMP has
not published a breakdown of electricity generation sources for individual municipalities. Approximately
6% of Salt Lake City’s electricity supply is produced with solar and biomass generation facilities within the
municipal boundaries. Next year, this figure is expected to double to 12% as RMP’s Subscriber Solar
program begins.

Energy Efficiency Programs

RMP has dedicated websites for residential and commercial energy savings programs that have been
approved by the Utah Public Service Commission. These are:

RMP Residential: https://www.rockymountainpower.net/res/sem/utah.html

RMP Commercial: https://www.rockymountainpower.net/bus/se/utah.html

The Administration indicates the Database of State Incentives for Renewables & Efficiency (DSIRE) is a
comprehensive clearinghouse of energy savings programs in all 50 states. DSIRE’s database shows Utah
has 29 energy savings policies and programs which is fewer than most other states.
DSIRE: http://www.dsireusa.org/

Electric Vehicle Incentive Program (SB115 of 2016)

The Legislature authorized a pilot program to run for a period of five years starting January 1, 2017. The
Public Services Commission may authorize up to $2 million/year over the five year pilot program for a
maximum of $10 million. The pilot program is specifically for infrastructure related to EVs such as
charging stations and conduits. The pilot program framework is described in section 54-20-103 of Utah
Code. SB115 also empowers the Public Services Commission to authorize other innovative utility programs
as described in Utah Code section 54-20-105 (see both sections in Attachment IV).

ATTACHMENTS
I. 1991 RMP Franchise Agreement
II. 2016 Joint Resolution: Renewable Energy and Carbon Emission Reduction Goals
III. Department of Energy One Page Smart Grid Framework
IV. Utah Code 54-20-103 Electric Vehicle Incentive Program and 105 Innovative Utility Programs
V. Salt Lake City Code 21A.40.160: Ground Mounted Utility Boxes

ATTACHMENTS:
 Administrative Transmittal PacifiCorp (dba Rocky Mountain Power) Electrical Utility
Franchise Agreement (PDF)
 A1 - Rocky Mountain Power Franchise Ordinance (PDF)
 A2 - Rocky Mountain Power Franchise Final (PDF)
 A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (PDF)

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 MOTION SHEET
CITY COUNCIL of SALT LAKE CITY

TO: City Council Members

FROM: Ben Luedtke

Budget & Policy Analyst

DATE: November 1, 2016

RE: MOTION SHEET – PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise
Agreement

MOTION 1 – ADOPT
I move that the Council adopt an ordinance granting an electrical utility franchise to PacifiCorp.

MOTION 2 – NOT ADOPT

I move that the Council not adopt the proposed ordinance and proceed to the next agenda item.

CITY COUNCIL OF SALT LAKE CITY

451 SOUTH STATE STREET, ROOM 304 SLCCOUNCIL.COM
P.O. BOX 145476, SALT LAKE CITY, UTAH 84114-5476 TEL 801-535-7600 FAX 801-535-7651
Jackie Biskupski MARGARET PLANE
Mayor City Attorney

Attachment: Administrative Transmittal PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement (1907 : PacifiCorp (dba
SALT LAKE CITY CORPORATION
City Attorney
City Council Transmittal

Date Received:9/13/2016
Date Sent to Council:9/19/2016

TO: City Council

James Rogers - Chair

FROM:

SUBJECT: PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise

Agreement

STAFF CONTACT: Vicki Bennett, Sustainability and Environment Division Director

[email protected]

COUNCIL SPONSOR:

DOCUMENT TYPE: Ordinance

RECOMMENDATION: Pass the Ordinance granting the franchise to PacifiCorp.

BUDGET IMPACT: None

BACKGROUND/DISCUSSION: PacifiCorp, doing business as Rocky Mountain Power,

seeks a renewal of its Franchise to provide electrical power to the residents and businesses of
Salt Lake City. Rocky Mountain Power, or its corporate predecessor, has been the primary
provider of electrical power to Salt Lake City for decades, most recently under a 25-year
Franchise authorized in 1991. The current proposed renewal Franchise is for the more limited
duration of five years as it is designed to work in parallel with a cooperative plan to begin the
process of increasing the amount of renewable energy available to the Salt Lake City market.
Rocky Mountain Power and the city have signed a Cooperative Statement (provided herewith for

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 Attachment: Administrative Transmittal PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement (1907 : PacifiCorp (dba
reference) outlining the process by which the two intend to work together to increase renewable
energy over the long term. The Franchise is designed to allow Rocky Mountain Power continued
access to city’s rights of way for the purpose of providing electrical energy in the same manner as
prior agreements while this cooperative process occurs and to provide a reasonable time frame
for evaluating the progress being made on this long term goal.

PUBLIC PROCESS: Not Applicable

ATTACHMENTS:
 A1 - Rocky Mountain Power Franchise Ordinance (PDF)
 A2 - Rocky Mountain Power Franchise Final (PDF)
 A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (PDF)

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Attachment: A1 - Rocky Mountain Power Franchise Ordinance (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise
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Attachment: A1 - Rocky Mountain Power Franchise Ordinance (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise
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Attachment: A1 - Rocky Mountain Power Franchise Ordinance (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise
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Attachment: A1 - Rocky Mountain Power Franchise Ordinance (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise
 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
ELECTRIC UTILITY FRANCHISE AGREEMENT
AND GENERAL UTILITY EASEMENT

A. PacifiCorp, an Oregon corporation doing business in Utah as Rocky Mountain Power, is a

regulated public utility that provides electric power and energy to the citizens of Salt Lake City
Corporation, a Utah municipal corporation (the “City”) and other surrounding areas.

B. Providing electrical power and energy requires the installation, operation and maintenance of
power poles and other related facilities to be located within the public ways of the City.

C. The City, pursuant to the provisions of Utah Code Ann. § 10-8-21 has the authority to regulate
power line facilities within public ways and to grant to Rocky Mountain Power a general utility
easement for the use thereof.

D. The City desires to set forth the terms and conditions by which Rocky Mountain Power shall
use the public ways of the City.

E. The City Council has passed Ordinance __ of 2016 granting the Franchise and
authorizing the Mayor to sign this Agreement.

NOW, THEREFORE, the City and Rocky Mountain Power agree as follows:

SECTION 1. Grant of Franchise and General Utility Easement and Compensation

(a) The City hereby grants to Rocky Mountain Power the right, privilege and
authority to construct, maintain, operate, upgrade, and relocate its electrical distribution and
transmission lines and related appurtenances, including underground conduits and structures,
poles, towers, wires, guy anchors, vaults, transformers, transmission lines, and communication
lines (collectively referred to herein as “Electric Facilities”) in, under, along, over and across the
present and future streets, alleys, and rights-of-way, not including City parks, buildings or other
spaces not associated with City-owned rights-of-way (collectively referred to herein as “Public
Ways”) within the City, for the purpose of supplying and transmitting electric power and energy
to the inhabitants of the City and persons and corporations beyond the limits thereof.

(b) Compensation for Rocky Mountain Power’s use of the Public Ways will be
through the collection of the Municipal Energy Sales and Use Tax, provided for in Salt Lake
City Code 3.06 passed pursuant to Utah Code Ann. 10-1-305, et. seq., or any successor City
Ordinance establishing a municipal energy tax in compliance with state law. In the event of a
repeal of this statutory tax framework, City and Rocky Mountain Power will negotiate in good
faith to amend this Franchise to provide for an equivalent franchise fee for Rocky Mountain
Power to continue to occupy the City’s Public Ways pursuant to this Franchise.

SECTION 2. Term. The term of this Franchise and General Utility Easement is for five (5)
years commencing on the date of acceptance by the Company as set forth in Section 3 below.

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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
SECTION 3. Acceptance by Company. Within sixty (60) days after the passage of this
ordinance by the City, Rocky Mountain Power shall file an unqualified written acceptance
thereof, with the City Recorder otherwise the ordinance and the rights granted herein shall be
null and void.

SECTION 4. Non-Exclusive Franchise. The right to use and occupy the Public Ways of the
City shall be nonexclusive and the City reserves the right to use the Public Ways for itself or any
other entity that provides service to City residences; provided, however, that such use shall not
unreasonably interfere with Rocky Mountain Power’s Electric Facilities or Rocky Mountain
Power’s rights as granted herein.

SECTION 5. City Regulatory Authority. In addition to the provision herein contained, the
City reserves the right to adopt such additional ordinances and regulations as may 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 or exercise any other rights, powers, or duties required or
authorized, under the Constitution of the State of Utah, the laws of Utah or City Ordinance.

SECTION 6. Indemnification. 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 Rocky Mountain Power of its Electric Facilities. Rocky Mountain
Power 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 Rocky Mountain Power’s use
of the Public Ways within the City, and shall pay the costs of defense plus reasonable attorneys'
fees for any claim, demand or lien brought thereunder. The City shall: (a) give prompt written
notice to Rocky Mountain Power of any claim, demand or lien with respect to which the City
seeks indemnification hereunder; and (b) permit Rocky Mountain Power to assume the defense
of such claim, demand, or lien. If such defense is not assumed by Rocky Mountain Power,
Rocky Mountain Power shall not be subject to liability for any settlement made without its
consent. Notwithstanding any provision hereof to the contrary, Rocky Mountain Power 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 or willful act or failure to act of the City or
any of its officers or employees.

SECTION 7. Annexation.

7.1 Extension of City Limits. Upon the annexation of any territory to the City, the
rights granted herein shall extend to the annexed territory to the extent the City has such
authority. All Electrical Facilities owned, maintained, or operated by Rocky Mountain Power
located within any public ways of the annexed territory shall thereafter be subject to all of the
terms hereof.

7.2 Notice of Annexation. When any territory is approved for annexation to the
City, the City shall, not later than ten (10) working days after passage of an ordinance approving
the proposed annexation, provide by certified mail to Rocky Mountain Power: (a) each site
address to be annexed as recorded on county assessment and tax rolls; (b) a legal description of
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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
the proposed boundary change; and (c) a copy of the City’s ordinance approving the proposed
annexation. The notice shall be mailed to:

Rocky Mountain Power Customer Contact Center

Attn: Annexations
P.O. Box 400
Portland, Oregon 97207-0400

With a copy to:

Rocky Mountain Power

Attn: Office of the General Counsel
1407 West North Temple, Room 320
Salt Lake City, UT 84116

SECTION 8. Plan, Design, Construction and Installation of Company Facilities.

8.1 All Electrical Facilities installed or used under authority of this Franchise shall be
used, constructed and maintained in accordance with applicable federal, state and city laws,
codes and regulations.

8.2 Except in the case of an emergency, Rocky Mountain Power shall, prior to
commencing new construction or major reconstruction work in the Public Ways, apply for any
permit from the City as may be required by the City’s ordinances, which permit shall not be
unreasonably withheld, conditioned, or delayed. Rocky Mountain Power will abide by all
applicable ordinances and all reasonable rules, regulations and requirements of the City, and the
City may inspect the manner of such work and require remedies as may be reasonably necessary
to assure compliance. Notwithstanding the foregoing, Rocky Mountain Power shall not be
obligated to obtain a permit to perform emergency repairs.

8.3 All Electric Facilities shall be located so as to cause minimum interference with
the Public Ways of the City and shall be constructed, installed, maintained, cleared of vegetation,
renovated or replaced in accordance with applicable rules, ordinances and regulations of the
City.

8.4 If, during the course of work on its Electrical Facilities, Rocky Mountain Power
causes damage to or alters the Public Way or public property, Rocky Mountain Power shall (at
its own cost and expense and in a manner reasonably approved by the City) replace and restore it
in as good a condition as existed before the work commenced.

8.5 In addition to the installation of underground electric distribution lines as

provided by applicable state law and regulations, Rocky Mountain Power shall, upon payment of
all charges provided in its tariffs or their equivalent, place newly constructed electric distribution
lines underground as may be required by City ordinance.

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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
8.6 The City shall have the right without cost to use all poles and suitable overhead
structures owned by Rocky Mountain Power within Public Ways for City wires used in
connection with its fire alarms, police signal systems, or other public safety communication lines
used for governmental purposes; provided, however, any such uses shall be for activities owned,
operated or used by the City for a public purpose and shall not include the provision of CATV,
internet, or similar services to the public. Provided further, that Rocky Mountain Power shall
assume no liability nor shall it incur, directly or indirectly, any additional expense in connection
therewith, and the use of said poles and structures by the City shall be in such a manner as to
prevent safety hazards or interferences with Rocky Mountain Power’s use of same. Nothing
herein shall be construed to require Rocky Mountain Power to increase pole size, or alter the
manner in which Rocky Mountain Power attaches its equipment to poles, or alter the manner in
which it operates and maintains its Electric Facilities. City attachments shall be installed and
maintained in accordance with the reasonable requirements of Rocky Mountain Power and the
current edition of the National Electrical Safety Code pertaining to such construction. Further,
City attachments shall be attached or installed only after written approval by Rocky Mountain
Power in conjunction with Rocky Mountain Power’s standard pole attachment application
process. Rocky Mountain Power shall have the right to inspect, at the City’s expense, such
attachments to ensure compliance with this Section 8.6 and to require the City to remedy any
defective attachments.

8.7 Rocky Mountain Power shall have the right to excavate the Public Rights of Ways
subject to reasonable conditions and requirements of the City. Before installing new
underground conduits or replacing existing underground conduits, Rocky Mountain Power shall
first notify the City of such work by written notice and shall allow the City, at its own expense,
(to include a pro rata share of the trenching costs), to share the trench of Rocky Mountain Power
to lay its own conduit therein, provided that such action by the City will not unreasonably
interfere with Rocky Mountain Power’s Electrical Facilities or delay project completion.

8.8 Before commencing any street improvements or other work within a Public Way
that may affect Rocky Mountain Power’s Electric Facilities, the City shall give written notice to
Rocky Mountain Power.

SECTION 9. Relocations of Electric Facilities.

9.1 The City reserves the right to require Rocky Mountain Power to relocate its
Electric Facilities within the Public Ways in the interest of public convenience, necessity, health,
safety or welfare at no cost to the City. Within a reasonable period of time after written notice,
but no longer than one-hundred and twenty (120) days unless greater time is authorized in
consultation with the City Engineer, Rocky Mountain Power shall promptly commence the
relocation of its Electrical Facilities. Before requiring a relocation of Electric Facilities, the City
shall, with the assistance and consent of Rocky Mountain Power, identify a reasonable alignment
for the relocated Electric Facilities within the Public Ways of the City. The City shall assign or
otherwise transfer to Company all right it may have to recover the cost for the relocation work
and shall support the efforts of Rocky Mountain Power to obtain reimbursement.

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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
9.2 Rocky Mountain Power shall not be obligated to pay the cost of any relocation
that is required or made a condition of a private development. If the removal or relocation of
facilities is caused directly or otherwise by an identifiable development of property in the area, or
is made for the convenience of a customer, Rocky Mountain Power may charge the expense of
removal or relocation to the developer or customer. For example, Rocky Mountain Power shall
not be required to pay relocation costs in connection with a road widening or realignment where
the road project is made a condition of or caused by a private development.

SECTION 10. Insurance. Rocky Mountain Power shall responsibly self-insure or maintain
sufficient insurance to cover its obligations and liabilities as set forth in Section 6, in lieu of any
insurance as may be required in City ordinances, and will provide a letter of coverage upon
request.

SECTION 11. Vegetation Management. Rocky Mountain Power or its contractor may prune
all trees and vegetation which overhang the Public Ways, whether such trees or vegetation
originate within or outside the Public Ways, if necessary to prevent the branches or limbs or
other part of such trees or vegetation from interfering with Rocky Mountain Power’s Electrical
Facilities. Such pruning shall comply with the American National Standard for Tree Care
Operation (ANSI A300) and be conducted under the direction of an arborist certified with the
International Society of Arboriculture. A growth inhibitor treatment may be used for trees and
vegetation species that are fast-growing and problematic. Nothing contained in this Section shall
prevent Rocky Mountain Power, when necessary and with the approval of the owner of the
property on which they may be located, from cutting down and removing any trees which
overhang streets. Rocky Mountain Power agrees to consult and cooperate, from time to time,
with City’s Forester on matters related to vegetation management.

SECTION 12. Renewal. At least 120 days prior to the expiration of this Franchise, Rocky
Mountain Power and the City either shall meet to discuss extending the term of this Franchise
for a mutually acceptable period of time or use best faith efforts to renegotiate a replacement
Franchise. Rocky Mountain Power shall have the right to continue using the Public Ways of the
City as set forth herein, under the same terms and conditions, so long as the parties are
negotiating towards an extension or replacement Franchise; provided that the City retains all
rights it may have to terminate Rocky Mountain Power’s right to provide services within the City
or to occupy the Public Ways on a prospective basis, using any and all available legal means. If
the City and the Rocky Mountain Power are unable to agree on a replacement Franchise
Agreement, nothing herein shall limit the parties’ respective legal rights.

SECTION 13. No Waiver. Neither the City nor Rocky Mountain Power 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.

SECTION 14. Transfer of Franchise. Rocky Mountain Power shall not transfer or assign any
rights under this Franchise to another entity, except transfers and assignments by operation of
law, or to affiliates, parents or subsidiaries of Rocky Mountain Power which assume all of Rocky
Mountain Power’s obligations hereunder, unless the City shall first give its approval in writing,
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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
which approval shall not be unreasonably withheld, conditioned or delayed; provided, however,
Rocky Mountain Power may assign, mortgage. pledge, hypothecate or otherwise transfer without
consent its interest in this Franchise to any financing entity, or agent on behalf of any financing
entity to whom Rocky Mountain Power (1) has obligations for borrowed money or in respect of
guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar
instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances
and similar facilities or in respect of guaranties thereof.

SECTION 15. Amendment. At any time during the term of this Franchise, the City through
its City Council, or Rocky Mountain Power may propose amendments to this Franchise by
giving thirty (30) days written notice to the other party 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). No
amendment or amendments to this Franchise shall be effective until mutually agreed upon by the
City and Rocky Mountain Power and formally adopted as an ordinance amendment, which is
accepted in writing by Rocky Mountain Power.

SECTION 16. Default; Right to Cure; Remedies; Notices.

16.1 Event of Default. An Event of Default shall occur upon Rocky Mountain
Power’s material breach or violation of any of the terms, covenants, representations or warranties
contained herein or Rocky Mountain Power’s material failure to perform any obligation
contained herein.

16.2 Notice & Right To Cure. City shall give Rocky Mountain Power written notice
of any Event of Default and Rocky Mountain Power shall have ninety (90) days from written
notice from City to Rocky Mountain Power to cure an Event of Default. If any Event of Default
is not cured within this time period, such Event of Default shall, without notice, become an
Uncured Event of Default, which shall entitle Municipality to exercise the Remedies provided
for herein.

16.3 Remedies. Upon an Uncured Event of Default, City shall have the right to
terminate the Franchise and upon the termination thereof the Franchise be automatically deemed
null and void and have no force or effect. In the event of such termination, or any other
termination or expiration of the Franchise as provided for herein, City may commence an action
against Rocky Mountain Power and seek any and all remedies available at law, including
monetary damages, injunctive relief or the specific performance of any of the provisions which,
as a matter of equity, are specifically enforceable. The rights and remedies of City set forth in
this Agreement shall be in addition to and not in limitation of, any other rights and remedies
provided by law or in equity.

16.4 Notices. Unless otherwise specified herein, all notices from Rocky Mountain
Power to the City pursuant to or concerning this Franchise shall be delivered to:

Property Manager
Salt Lake City Real Estate Services
6

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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
P.O. Box 145460
Salt Lake City, UT 84114-5460

With a copy to

Salt Lake City Attorney

Attn: Franchising
P.O. Box 145478
Salt Lake City UT 84114-5478

Unless otherwise specified herein, all notices from the City to Rocky Mountain Power pursuant
to or concerning this Franchise shall be delivered to: ,

Rocky Mountain Power

Attn: Regional Business Manager
P.O. Box 39
Midvale, UT 84047

With a copy to:

Rocky Mountain Power

Attn: Office of the General Counsel
1407 West North Temple, Room 320
Salt Lake City, UT 84116

and such other office as Rocky Mountain Power may advise the City of by written notice.

SECTION 17. Severability. If any section, sentence, paragraph, term or provision hereof is for
any reason determined to be illegal, invalid, or superseded by other lawful authority including
any state or federal regulatory authority having jurisdiction thereof or unconstitutional, illegal or
invalid by any court of common 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.

SECTION 18. Waiver of Jury Trial. To the fullest extent permitted by law, each of the parties
hereto waives any right it may have to a trial by jury in respect of litigation directly or indirectly
arising out of, under or in connection with this agreement. Each party further waives any right to
consolidate any action in which a jury trial has been waived with any other action in which a jury
trial cannot be or has not been waived.

SECTION 19. Representation Regarding Ethical Standards for City Officers and
Employees and Former City Officers and Employees: Rocky Mountain Power represents that
it has not: (1) provided an illegal gift or payoff to an officer or employee of the City or a former
officer or employee of the City, or his or her relative or business entity; (2) retained any person
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 Attachment: A2 - Rocky Mountain Power Franchise Final (1907 : PacifiCorp (dba Rocky Mountain Power) Electrical Utility Franchise Agreement)
to solicit or secure this franchise agreement upon an agreement or understanding for a
commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona
fide commercial selling agencies for the purpose of securing business; (3) knowingly breached
any of the ethical standards set forth in the City’s conflict of interest ordinance, Chapter 2.44,
Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not
knowingly influence, an officer or employee of the City or a former officer or employee of the
City to breach any of the ethical standards set forth in the City’s conflict of interest ordinance,
Chapter 2.44 Salt Lake City Code.

APPROVED and ADOPTED this ______ day of ___________________, 20____.

ATTEST: SALT LAKE CITY CORPORATION

______________________________ By_______________________________________
City Recorder Jacqueline M. Biskupski, Mayor

APPROVED AS TO FORM:

_______________________________
Brian F. Roberts
Senior City Attorney

ROCKY MOUNTAIN POWER

____________________________________
By:_________________________________
Its: _________________________________

Packet Pg. 378

Packet Pg. 379
Attachment: A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (1907 : PacifiCorp (dba Rocky Mountain Power)
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Attachment: A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (1907 : PacifiCorp (dba Rocky Mountain Power)
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Attachment: A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (1907 : PacifiCorp (dba Rocky Mountain Power)
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Attachment: A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (1907 : PacifiCorp (dba Rocky Mountain Power)
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Attachment: A3 - Exhibit to Transmittal - SLC-RMP Clean Energy Cooperation Statement (1907 : PacifiCorp (dba Rocky Mountain Power)