conversations.from: human
conversations.value: What comes next for this: GAS FRANCHISE AGREEMENT
  THIS AGREEMENT ("Agreement"), made and entered into this 17th day of November, 2015, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation ("Grantor"), and ROANOKE GAS COMPANY, a Virginia corporation ("Grantee").
  WHEREAS, Grantor has reviewed the proposal for a Gas Franchise of Grantee; and
  WHEREAS, Grantor, at a duly authorized and regular meeting of its Town Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant to provisions of the State Code and Town Charter.
  NOW, THEREFORE, in consideration of said grant of renewal of the Gas Franchise, the parties agree as follows:
conversations.from: assistant
conversations.value: 1. GRANT. Grantor hereby grants to Grantee and Grantee hereby accepts a franchise to construct, reconstruct, operate, maintain, repair, and extend a Gas Distribution System within Grantor's Territorial Limits in accordance with the terms and conditions set forth below ("Franchise"). The Franchise is granted pursuant to Grantor's Franchise Ordinance (Ordinance No. 967), adopted November 17, 2015, ("Ordinance"), which is incorporated by reference herein, including any applicable definitions.
  2. TERM. The term of the Franchise shall be twenty (20) years, commencing on January 1, 2016.
  3. FRANCHISE FEE.
  (a) Grantee shall pay to Grantor a Franchise Fee which shall be calculated pursuant to this Section. It is understood that Grantee has or will enter into franchise agreements with the City of Roanoke ("Roanoke") and the City of Salem ("Salem") and the Town of Vinton ("Vinton") (Grantor, Roanoke and Salem being hereinafter sometimes collectively referred to as the "localities" and singularly as a "locality") with fee provisions identical to this one, and that the total annual Franchise Fee to be paid to the three localities in aggregate is $98,196 for calendar year 2016 ("base year total annual Franchise Fee"). Grantor's Franchise Fee shall be a percentage share of the base year total annual Franchise Fee, which shall be determined on a pro rata basis according to its percentage share of the total dollar value of Grantee's gas sales occurring within the localities during the calendar year. For each calendar year of the Franchise, each locality's percentage share shall be determined by the following formula:
  total dollar value of Grantee's gas sales within Locality's percentage share = the Territorial Limits of the locality total dollar value of Grantee's gas sales in the three localities
conversations.from: human
conversations.value: Fill in spans: GAS FRANCHISE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this 17th day of ... ("Grantee"). WHEREAS, Grantor has reviewed the proposal for a Gas Franchise of Grantee; ... Code and Town Charter. NOW, THEREFORE, in consideration of said grant of renewal of the Gas Franchise, the parties agree as follows: 1. GRANT. Grantor hereby grants ... in accordance with the terms and conditions set forth below ("Franchise"). The Franchise is granted pursuant to Grantor's Franchise Ordinance (Ordinance No.967), adopted November 17, 2015, ("Ordinance"), which is incorporated by reference herein, including any applicable definitions.2. TERM. The term of the ...
conversations.from: assistant
conversations.value: spans 1: November, 2015, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation ("Grantor"), and ROANOKE GAS COMPANY, a Virginia corporation 
  spans 2: and WHEREAS, Grantor, at a duly authorized and regular meeting of its Town Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant to provisions of the State 
  spans 3: to Grantee and Grantee hereby accepts a franchise to construct, reconstruct, operate, maintain, repair, and extend a Gas Distribution System within Grantor's Territorial Limits 
  spans 4: Franchise shall be twenty (20) years, commencing on January 1, 2016.3
conversations.from: human
conversations.value: Fill in spans: FRANCHISE FEE. (a) Grantee shall pay to [spans 1].
conversations.from: assistant
conversations.value: spans 1: Grantor a Franchise Fee which shall be calculated pursuant to this Section
conversations.from: human
conversations.value: What could be the completion of this text: It is understood that Grantee has or will enter into franchise agreements with the City of Roanoke ("Roanoke") and the City of Salem ("Salem") and the Town of Vinton ("Vinton") (Grantor, Roanoke and Salem being hereinafter sometimes collectively referred to as the "localities" and singularly as a "locality") with fee provisions identical to this one, and that the total annual Franchise Fee to be paid to the three localities in aggregate is $98,196 for calendar year 2016 ("base year total annual Franchise Fee"). Grantor's Franchise Fee shall be a percentage share of the base year total annual Franchise Fee, which shall be determined on a pro rata basis according to its percentage share of the total dollar value of Grantee's gas sales occurring within the localities during the calendar year. For each calendar year of the Franchise, each locality's percentage share shall be determined by the following formula: total dollar value of Grantee's gas sales within Locality's percentage share = the Territorial ...
conversations.from: assistant
conversations.value: Rest of text: Limits of the locality total dollar value of Grantee's gas sales in the three localities For calendar year 2016, the Franchise Fee shall be paid to Grantor on or before March 31, 2017.1 Source: RGC RESOURCES INC, 8-K, 12/16/2015 (b) For each succeeding calendar year during the term of this Franchise, the total annual Franchise Fee paid by Grantee to the localities shall be the base year total annual Franchise Fee increased by three (3) percent compounded annually over the term of the Franchise. For each calendar year during the term of this Franchise, Grantor's percentage share shall be determined pursuant to this Section, and paid to Grantor on or before March 31 of the succeeding calendar year.4. BUSINESS OFFICE. Grantee shall during the term of this Franchise maintain at least one business office within the Territorial Limits of Grantor. Such office shall be open at least forty (40) hours per week for the conduct of business between Grantee and its customers.
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  4. BUSINESS OFFICE. Grantee shall during the term of this Franchise maintain at least one business office within the Territorial Limits of Grantor. Such office shall be open at least forty (40) hours per week for the conduct of business between Grantee and its customers.
conversations.from: assistant
conversations.value: 5. NONDISCRIMINATION. Grantee shall not discriminate on the basis of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Grantee.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 6. NOTICE. All notices required under this Agreement or the Ordinance shall be in writing and shall be deemed validly given, unless otherwise required, when sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, addressed as follows (or any other address the party to be notified may have designated to the sender by like notice):
  Grantor: Grantee:
  Town of Vinton Roanoke Gas Company Attention: Town Manager Attention: President 311 S. Pollard Street 519 Kimball Avenue, N.E. Vinton, Virginia 24179 P.O. Box 13007 Roanoke, Virginia 24030
  The parties may, by notice given under this Section, designate such other addresses as they may deem appropriate for the receipt of notices under this Agreement.
  7. EFFECTIVE DATE. The effective date of the Franchise will be January 1, 2016.
  SIGNATURES APPEAR ON FOLLOWING PAGES
  2
  Source: RGC RESOURCES INC, 8-K, 12/16/2015
  IN WITNESS WHEREOF, the parties hereto have signed this Agreement by their authorized representatives.
  WITNESS: ROANOKE GAS COMPANY
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: /s/ Diane L. Conner By /s/ John S. D'Orazio John S. D'Orazio, President and CEO Diane L. Conner, Assistant to CEO 12/14/2015 Printed Name and Title
  WITNESS: TOWN OF VINTON, VIRGINIA
  /s/ Susan N. Johnson By /s/ Christopher S. Lawrence Christopher S. Lawrence, Town Manager Susan N. Johnson, Town Clerk Printed Name and Title
  3
  Source: RGC RESOURCES INC, 8-K, 12/16/2015
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: GAS FRANCHISE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * ROANOKE GAS COMPANY
  * Grantee
  * Grantor
  * TOWN OF VINTON, VIRGINIA
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 17th day of November, 2015
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: The effective date of the Franchise will be January 1, 2016.
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: The term of the Franchise shall be twenty (20) years, commencing on January 1, 2016.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: Yes. 
  * For each calendar year of the Franchise, each locality's percentage share shall be determined by the following formula:
  total dollar value of Grantee's gas sales within Locality's percentage share = the Territorial Limits of the locality total dollar value of Grantee's gas sales in the three localities
  * Grantor's Franchise Fee shall be a percentage share of the base year total annual Franchise Fee, which shall be determined on a pro rata basis according to its percentage share of the total dollar value of Grantee's gas sales occurring within the localities during the calendar year.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
conversations.from: assistant
conversations.value: I don't think so.