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SECTION 10. AMENi IV LNT PROCEDURE. . The Company's rights hereunder are <br />subject to the police power of the City to adopt and enforce ordinances necessary to the <br />health, safety, and welfare of the public, and this Franchise may be amended or repealed by <br />the City as deemed necessary or appropriate in the exercise of such power. If this Franchise <br />is repealed, any franchise fee imposed on the Company by the City shall terminate <br />immediately. <br />11. 1. Governing Law. This Franchise is granted and is intended to be performed <br />in the State of Minnesota and shall be construed and enforced in accordance with the laws of <br />the State of Minnesota. The Company shall be subject to personal jurisdiction in the State <br />of Minnesota. All actions related to this Ordinance or its enforcement shall be venued in <br />Sherburne County District Court. <br />11.2. Limitation on Applicability. This Ordinance constitutes a franchise <br />between the City and the Company as the only parties and no provision of this Franchise <br />shall in any way inure to the benefit of any third person (including the public at large) so as <br />to constitute any such person as a third party beneficiary of the agreement or of any one or <br />more of the terms hereof, or otherwise give rise to any cause of action in any person not a <br />party hereto. <br />11.3. Assignment. The Company may assign this Franchise without the prior <br />approval of, but upon not less than thirty (30) days' prior Notice to, the City. Such Notice <br />shall include the identity of and contact information for, the assignee and the statement of <br />the assignee's plans and intentions for the operation of the Electric Facilities under this <br />Franchise. <br />12.1. Acceptance by the Company. The City shall provide written notice by <br />certified mail to Company of the adoption of this Ordinance or any proposed amendment, <br />The Company shall, within thirty (30) days after adoption of this Ordinance or any <br />amendment thereto, file with the City Cleric in writing its acceptance or rejection as <br />provided in Section 12.2. If such acceptance is not filed within said period, the Company <br />shall be deemed to have accepted the terms and conditions of this Franchise. If the <br />Company rejects the Franchise or any amendment hereto, it shall proceed in accordance <br />with Section 12.2. <br />12.2. Rejection Procedures. A rejection of this Franchise or any amendment <br />hereto may be made by the Company only upon the grounds that the terms and conditions <br />hereof or of such amendment exceed the lawful authority of the City under the Constitutions <br />or Laws of the United States or the State of Minnesota or are otherwise unlawful. Any <br />rejection shall be submitted in writing to the City, stating with particularity the points and <br />authorities of law upon which the Company relies. If the City fails to amend this Franchise <br />or otherwise satisfy the Company's objections as stated within thirty (30) days of its receipt <br />