BUCHANAN TOWNSHIP – SEMCO ORDINANCE

THE TOWNSHIP OF BUCHANAN

FRANCHISE GRANTED TO

SEMCO Energy Gas Company

Ordinance No. 111-2018

An Ordinance, granting to SEMCO Energy Gas Company, a division of SEMCO Energy, Inc., a Michigan corporation, its successors and assigns, the right, power and authority to lay, maintain and operate gas mains, pipes and services on, along, across and under the highways, streets, alleys, bridges, waterways, and other public places, and to conduct a local gas business in the Township of Buchanan, located in Berrien County, Michigan, for a period of thirty years.

THE TOWNSHIP OF BUCHANAN ORDAINS:

Section 1. GRANT OF FRANCHISE. The Township of Buchanan, located in Berrien

County, Michigan (the “Township”), hereby grants to SEMCO Energy Gas Company, a division of SEMCO Energy, Inc., a Michigan corporation, and its successors and assigns, (the “Grantee”) the right, power and authority to construct, lay, operate, maintain and replace in the public streets, highways, alleys, bridges, and other public places in the Township of Buchanan, Michigan (“Public Ways”), all needful and proper gas pipes, mains, conductors, service pipes and other apparatus and facilities requisite for the manufacture, transmission and distribution of gas for all purposes (collectively, the “Gas System”) to the Township of Buchanan, and the inhabitants thereof, and for conducting gas elsewhere to supply neighboring cities, villages and other territories supplied with gas by said Grantee, for a period of thirty years.

Section 2. CONSIDERATION. In consideration of the rights, power and authority hereby granted, Grantee shall faithfully perform all things required by the terms hereof.

Section 3. CONDITIONS. Grantee shall not obstruct the Public Ways longer than necessary during the work of construction or repair, and shall be restored to as good order and condition as when Grantee commenced the work. All of Grantee’s pipes and mains shall be so placed in the highways and other public places as not to unnecessarily interfere with the use thereof for highway purposes. Grantee will use its best efforts to not unreasonably interfere with or disrupt any public utility apparatus or facilities operated by the Township and, to the extent Grantee interferes with or disrupts any such public utility apparatus or facilities, Grantee shall restore such apparatus or facilities to as good order and condition as when Grantee commenced work. Grantee shall as soon as reasonably practicable restore, at Grantee’s sole cost and expense, any portion of the Public Ways that is in any way disturbed, damaged, or injured by the construction, maintenance, repair, removal or operation of the Gas System to as good or better condition than

that which existed prior to the disturbance. In the event that the Grantee fails to make such repair within a reasonable time, the Township shall be entitled to complete the repair, and the Grantee shall pay the costs of the repair to the Township.

Section 4. VACATION ORRELOCATION. The Township may require the Grantee to

vacate or relocate any portion of the Gas System at the Grantee’s expense if such vacation or relocation is necessary to secure the public health and welfare or is otherwise required by the Township in the exercise of a governmental function.

Section 5. “MISS DIG.” If eligible to join, Grantee shall subscribe to and be a member

of, or maintain present membership in, “MISS DIG,” the association of utilities formed pursuant to Public Act 53 of 1974, as amended (MCL 460.701 et seq.). Grantee shall conduct its business in conformance with the statutory provisions and regulations promulgated thereunder.

Section 6. COMPLIANCE WITH LAWS. Grantee shall comply with all laws, statutes,

ordinances, rules and regulations regarding the installation, construction, ownership or use of its Gas System, whether federal, state or local, now in force or which hereafter may be promulgated. Before Grantee commences any installation, Grantee shall secure all permits, licenses and approvals that are required by law.

Section 7. HOLD HARMLESS. Grantee shall at all times keep and save the Township

free and harmless from all claims, losses, liabilities, causes of action, demands, judgments, decrees, and costs and expenses of any nature (including without limitation attorney fees and expert witness fees) resulting solely from the acts or omissions of Grantee its officers, agents, employees, contractors, successors, or assigns in connection with the Gas System or the Grantee’s use of the Public Ways. If any demand is made or any action is commenced against the Township resulting solely from Grantee’s acts or omissions (or the actions of Grantee’s officers, agents, employees, contractors, successors, or assigns) in connection with the Gas System or the Grantee’s use of the Public Ways, Grantee shall, upon notice, defend and indemnify the Township and save it free and harmless from all loss, cost and damage arising out of such negligent construction and maintenance. The Township and its agents, employees, and contractors shall not be liable to Grantee or the Grantee’s customers for any interference with or disruption in the operation of the Gas System, or the provision of service over or through the Gas System, or for any damages arising out of the Grantee’s use of the Public Ways.

Section 8. ASSUMPTION OF RISK. Grantee undertakes and assumes for its

officers, agents, contractors, subcontractors, and employees all risk of dangerous conditions, if any, on or about any Township-owned or controlled property, including the Public Ways.

Section 9. FRANCHISE NOT EXCLUSIVE. The rights, power and authority herein granted, are not exclusive. Either manufactured or natural gas may be furnished hereunder.

Section 10. RATES. Grantee shall charge for gas furnished the rates, charges and special taxes as approved from time to time by the Michigan Public Service Commission, or its successors having authority and jurisdiction to fix and regulate gas rates and charges, or as otherwise permitted or required by applicable law or tariff, for the term of this franchise. Such rates shall be subject to Commission review and change at any time upon petition therefore being made by either said Township, acting by its Township Board, or by said Grantee.

Section 11. REVOCATION. The franchise granted by this ordinance is subject to revocation upon sixty (60) days written notice by the party desiring such revocation.

Section 12. MICHIGAN PUBLIC SERVICE COMMISSION JURISDICTION.

Grantee shall, as to all other conditions and elements of service not herein fixed, be and remain subject to the rules and regulations of the Michigan Public Service Commission or its successors, applicable to gas service in said township and shall provide service in accordance with the terms and conditions set forth in its applicable tariff as approved from time to time by the Michigan Public Service Commission or its successors.

Section 13. SUCCESSORS AND ASSIGNS. The words “SEMCO Energy Gas Company” and “SEMCO Energy, Inc.,” wherever used herein, are intended and shall be held and construed to mean and include SEMCO Energy Gas Company and its parent, subsidiaries, successors, affiliates, and assigns, whether so expressed or not. The word “Grantee,” wherever used herein, is intended and shall be held and construed to mean and include SEMCO Energy Gas Company, SEMCO Energy, Inc., and the successors and assigns of each, whether so expressed or not. Grantee may assign the rights and obligations under this agreement as long as the Grantee provides prior written notice to the Township of any such assignment.

Section 14. FORCE MAJEURE. The Grantee shall not be liable for failure to furnish

service as herein provided, or for any breach of the Grantee’s obligations hereunder, if such failure or breach is caused by acts of God, labor troubles, riot, or any other causes or contingencies not reasonably within the control of the Grantee.

Section 15. EFFECTIVE DATE. Upon adoption, the Township Clerk shall deliver to

Grantee a certified copy of this ordinance. Additionally, the Township shall publish this ordinance within thirty (30) days of its adoption and this ordinance shall take effect upon the day after the date of publication thereof, continuing for a term of thirty (30) years from that date; provided, however, it shall cease and be of no effect after sixty (60) days from its adoption unless within said period the Grantee shall accept the same in writing filed with the Township Clerk. Upon acceptance and publication hereof, the ordinance shall constitute a contract between said Township and said Grantee.

Attested, by Order of the Township

of Buchanan, Berrien County,

Sheila Reitz, Buchanan Township Clerk

Malinda A. Cole Crocker, Buchanan Township Supervisor

Buchanan Township Supervisor

CERTIFICATION

The undersigned, being the duly qualified and acting Clerk of Buchanan Township,

Berrien County, Michigan, hereby certifies that: (1) the foregoing is a true and complete copy of a resolution duly adopted by the Township Board at a regular meeting held on the I” day of March, 2018 at which meeting a quorum was present and remained throughout, (2) the original thereof is on file in the records in my office, (3) the meeting was conducted, and public notice thereof was given, pursuant to and in full compliance with the Open Meetings Act (Act No. 267, Public Acts of Michigan, 1976, as amended) and, (4) minutes of such meeting were kept and will be or have been made available as required thereby.

Date: March 22, 2018

Sheila Reitz, Buchanan Township Clerk