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CLEARWATER POWER COMPANY 4230 HATWAI ROAD P. 0. BOX 997 LEWISTON, IDAHO 83501 September 25, 1991 (208) 743-1501 • William A. Smith City Supervisor city of Moscow 122 East 4th Street Moscow, Idaho 83843-1703 Dear Mr. Smith: Enclosed is a signed copy of Acceptance of Franchise approved by the Clearwater Power Company Board of Directors at their September 18, 1991, board meeting. Thank you for your assistance in this matter. JHP b Enc Sincerely, CLEARWATER POWER COMPANY General Manager owned by those we serve ---PAGE BREAK--- CLEARWATER POWER COMPANY 4230 HATWAI ROAD P. 0. BOX 997 LEWISTON, IDAHO 83501 September 25, 1991 City of Moscow Attn: Paul c. Agidius, Mayor 122 East 4th Street Moscow, Idaho 83843-1703 ACCEPTANCE OF FRANCHISE (208) 7 43-1501 KNOW ALL MEN BY THESE PRESENTS, that CLEARWATER POWER COMPANY, by resolution of the Board of Directors dated September 18, 1991, did and does hereby confirm, ratify, and unconditionally accept that certain Franchise Agreement by and between CLEARWATER POWER COMPANY and the CITY OF MOSCOW, all as contained in the terms and conditions of said agreement, a copy of which is attached hereto and incorporated herein by reference as though fully set forth herein. DATED this 18th day of September, 1991. By: Witness: 7 (SEAL) owned by those we serve ---PAGE BREAK--- P.O. Box 9203 122 East 4th Street Moscow, Idaho Raymond Thayer Clearwater Power Co. P. O. Box 997 Lewiston, ID 83501 Dear Mr. Thayer: September 10, 1991 Phone [PHONE REDACTED] Fax [PHONE REDACTED] Enclosed is a signed copy of the franchise approved by the City Council at their September 9, 1991 meeting. It was a pleasure working with you and we look forward to our future relationship. WAS:dm Enc: HLEARWATER POWER CO. Wm. A. Smith City Supar,,isor ---PAGE BREAK--- ORDINANCE NO. 91-20 AN ORDINANCE OF THE CITY OF MOSCOW, A MUNICIPAL CORPORATION OF THE STATE OF IDAHO, GRANTING TO THE CLEARWATER POWER COMPANY, AN IDAHO CORPORATION QUALIFIED TO DO BUSINESS IN THE STATE OF IDAHO, A FRANCHISE FOR THE CONSTRUCTION, MAINTENANCE AND OPERATION OF ELECTRICAL FACILITIES WITHIN THE CITY OF MOSCOW FOR THE PURPOSE OF FURNISHING THE CITY OF MOSCOW AND ITS INHABITANTS WITH ELECTRICITY, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Clearwater Power Company, a corporation organized under the laws of the State of Idaho (hereinafter referred to as 'GRANTEE') , has heretofore filed with the City of Moscow, State of Idaho, (hereinafter referred to as 'GRANTOR' or the 'CITY') , its written application for a franchise to locate, construct, operate and maintain poles, wires, underground cables, and facilities incidental thereto over, under, along and across all city rights-of-way in the City of Moscow, State of Idaho; and WHEREAS, the city duly fixed a time and place for consideration of said application and due and timely publication of the proposed ordinance granting such franchise was made pursuant to statute, and the City having been fully advised in the premises and having determined that it is in the public interest to grant such franchise in the manner herein set forth. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF MOSCOW, STATE OF IDAHO, that the Clearwater Power Company is hereby granted a franchise for the purposes identified herein and subject to the following terms and conditions: I. GRANT Grantor hereby grants to Grantee the right and authority to enter upon all roads, rights-of-way, streets, and alleys lying within the incorporated limits of the City, to locate, construct, operate and maintain poles, wires, underground cables and facilities incidental thereto for the purpose of transmitting and distributing electricity. This franchise shall allow for the placement of such distribution and high-voltage transmission facilities as may be necessary to provide service within the City and surrounding areas. Placement of high-voltage transmission facilities e. , 60 kv or above) shall require the written consent of the City, which shall not be unreasonably withheld. If facilities are to be placed on or over private property, Grantee shall be responsible for securing the necessary easements. ---PAGE BREAK--- II. TERM The rights, privileges and franchise hereby granted to, and transferred upon the Grantee shall, unless this franchise be sooner terminated as herein provided, extend for a term of 25 years from the date of written acceptance hereof by the Grantee. In the event that technologies and practices associated with electrical generation, transmission andjor distribution change to such an extent as to materially affect the parties' ability to substantially perform their respective obligations under this franchise, either party may, upon thirty (30) days written notice to the other, request the timely commencement of good faith negotiations for the purpose of modifying or supplementing the provisions of this franchise in order to address such changed circumstances. III. PRUNING/REMOVAL OF TREES The right of Grantee to maintain its lines and facilities shall include the right to cut, prune, or remove any and all trees, brush or shrubs growing in, on, or hanging over any City roads, rights-of-way, streets or alleys that interfere with, or may interfere with, Grantee's installations including wires, poles, conduits or other related facilities of Grantee. This right shall be exercised with due regard to the need to protect and preserve trees, shrubbery and other foliage to the extent possible. All pruning, trimming, cutting and removal programs shall be submitted to the City Council ninety (90) days prior to the planned event for approval. The program shall define the work locations, nature of the work, precautions that will be taken, and the person in responsible charge of the work. Special considerations should be afforded rare, historically significant or otherwise special wood plant specimens. All pruning shall be in conformance with National Arborist Association Standards. Grantee shall notify the owner of its intent to enter upon the private property affected for purposes of pruning or removing trees and foliage located thereon. No tree shall be removed from a public right-of-way without the prior permission of the City. FRANCHISE ORDINANCE; Page 2 ---PAGE BREAK--- IV. CONSTRUCTION/MAINTENANCE Grantee shall comply with all valid ordinances, rules and regulations relating to construction, excavation and the breaking, opening and closing of ground in public streets and properties, including applicable traffic control standards and applicable standards governing the location, height and/ or depth of installations within or over such properties. For the purpose of carrying into effect the privileges granted hereunder, Grantee is authorized at any time to undertake all necessary construction in the streets, alleys, roads and rights-of-way within the franchised area, but such construction shall be carried out with reasonable dispatch and with as little interference with or inconvenience to the rights of the public as may be feasible. Grantee shall restore all streets, alleys, roads and rights-of-way to their original condition of safety and utility after construction, in accordance with existing standards and specifications of Grantor. The time within which excavations shall remain open shall be limited to that which is necessary to complete necessary repairs or installations. Grantee shall, where required and except in cases of emergency where time is of the essence, submit a plan of its proposed installation and secure a permit therefore (at no cost) prior to the commencement of construction; 'as-built' plans shall be furnished to the City, should actual construction differ from original plans previously submitted. v. NON-INTERFERENCE WITH EXISTING FACILITIES All construction, installation, repair or relocation of lines and facilities performed by Grantee along or under the roads and rights-of-way or properties subject to this franchise shall be done in such a manner as not to interfere with the construction and maintenance of other utili ties, public or private, drains, drainage ditches and structures, irrigation ditches and structures located therein, nor with the grading or improvement of such roads, rights-of-way or other public property subject to this franchise. When the Grantor plans improvements to roads, curbs and sidewalks, Grantee shall endeavor to install facilities which may affect such planned improvements before such improvements are made, to the extent practicable. Where possible, the Grantor shall notify Grantee in writing of all improvements FRANCHISE ORDINANCE; Page 3 ---PAGE BREAK--- planned at least one hundred twenty (120) days before construction of the improvement. The facilities of the Grantee shall be removed or relocated at the sole expense of Grantee where the improvements or changes to the City roads and rights-of-way, necessitating such relocation or removal of Grantee's facilities, are undertaken for the benefit of the public at large; however, where the benefit of such improvements to roads and rights-of-way, as determined by the Grantor, inures primarily to adjacent property owners, the costs of relocation or removal of Grantee's facilities may also be apportioned in the same manner that costs of improvements are otherwise apportioned among such owners directly benefitted. VI. ACTIVITIES OF GRANTOR The laying, construction, operation and maintenance of Grantee's lines and appurtenances authorized by this franchise shall not preclude the Grantor, its agents or its contractors, from blasting, grading, excavating, or doing other necessary road work contiguous to the said lines and facilities of Grantee, provided that Grantee shall be given not less than forty-eight (48) hours notice of said blasting or other work, and provided further that the Grantor, its agents and contractors shall be liable for any damages, including any consequential damages to third parties, negligently caused by said work to any installations belonging to Grantee. VII. SUBTERRANEAN POWER LINES/JOINT USE AGREEMENTS Grantor, subject to existing statutes, regulations and tariffs, may direct Grantee to install (or relocate from above ground to below ground) wires, transformers or other apparatus for the distribution of electricity underground, after a finding by Grantor, with Grantee's concurrence, that such installation is feasible and practical and required for the public interest safety and convenience. The cost of such installation or relocation of existing facilities to provide for underground service shall be apportioned in the manner prescribed by applicable statutes or rules, regulations, and tariffs approved by the appropriate state regulatory agency. FRANCHISE ORDINANCE; Page 4 ---PAGE BREAK--- VIII. EMERGENCY REMOVAL BY GRANTOR The Grantor reserves the right to remove any such wires, poles, or apparatus herein provided for in cases of general conflagration and necessity therefor, or in other cases of emergency where there is neither the time nor the opportunity for Grantee to perform such work. Grantor shall use reasonable care in the exercise of such emergency powers. Grantor shall indemnify and hold harmless Grantee of and from any and all loss, costs, expense and damage, including but not limited to reasonable attorney fees, caused by Grantor in performing any emergency or other work on any such wires, poles, or apparatus provided for herein. Grantor shall also indemnify and hold harmless Grantee for any loss, costs, expense and damage, including but not limited to reasonable attorney fees, for any third parties, persons or property injured or damaged as a result of Grantor's actions with respect to the Grantee's facilities. IX. CONDUCT OF GRANTEE'S BUSINESS The Grantee shall have the right to make and enforce reasonable rules and regulations pertaining to the conduct of the Grantee's business. Service shall be supplied to the Grantor and its inhabitants in accordance with the Grantee's rules and regulations and tariffs filed or hereafter filed with the appropriate regulatory body of this State having jurisdiction over the Grantee. x. VACATION OF PROPERTIES BY GRANTOR If, at any time, the Grantor shall vacate any road, right-of-way or other public property which is subject to rights granted by this franchise, such vacation shall be subject to an easement in favor of Grantee, for overhead and underground transmission and distribution lines and installations in place at the time of vacation and for the purpose of operating and maintaining such facilities. Such vacation shall, by its terms, expressly prohibit any use of the vacated properties which will interfere with Grantee's full enjoyment of rights under said easement. FRANCHISE ORDINANCE; Page 5 ---PAGE BREAK--- XI. PRESERVATION OF GRANTOR'S RIGHTS TO CONTROL The Grantor, in granting this franchise, does not waive any rights which it may now have or may hereafter acquire with respect to road rights-of-way or other property of Grantor under this franchise and this franchise shall not be construed to deprive the Grantor of any such powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the Grantor's roads and rights-of-way covered by this franchise. XII. NON-EXCLUSIVE FRANCHISE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the Grantor from granting other franchises of a like nature of franchises to itself or other public or private utilities under, along, across, over and upon any of Grantor's roads and rights-of way of Grantor subject to this franchise and shall in no way prevent or prohibit the Grantor from constructing, altering, maintaining or using any of said roads, rights-of-way, drainage structures or facilities, or any other property of Grantor or affect its jurisdiction over such property to make all necessary changes, relocations, repairs, maintenance, etc. , insofar as the Grantor may deem fit. XIII. FORFEITURE If Grantee shall violate or fail to substantially comply with any of the provisions of this franchise through neglect or failure to heed or comply with any notice given Grantee under the provisions of this grant, then Grantee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled by the Grantor; provided, however, the Grantor shall give ninety (90) days' written notice of its intention to revoke or annul the franchise during which period Grantee shall have the opportunity to remedy any breach. XIV. EXPANSION OF GRANTEE'S FACILITIES Any poles, wires, conduits and facilities incidental thereto in streets, alleys and rights-of-way which are part of the franchise system or are at any future time acquired, leased, or utilized in any manner by Grantee are thereupon to be deemed authorized by and shall be subject to all provisions of this franchise. FRANCHISE ORDINANCE; Page 6 ---PAGE BREAK--- XV. CHANGE OF BOUNDARIES OF GRANTOR Any subsequent additions or modifications of the boundaries of the Grantor, whether by annexation, consolidation or otherwise, shall be subject to the provisions of this franchise as to all such areas. Grantor shall notify Grantee of the scope of any change of boundaries within thirty (30) days of when such change becomes effective. XVI. IMPOSITION OF FRANCHISE FEES For and in consideration of the rights and privileges set forth herein, Grantor may, during the term of this franchise, by ordinance or resolution, impose fees for the rights and privileges granted herein. Such fees shall be compensation for the use of the streets, alleys and rights of-way of Grantor, but shall not, in the aggregate, exceed five percent of the gross revenues derived from sales of electricity by Grantee within the City on an annual basis. Grantor agrees to provide not less than three months prior written notice to Grantee that it intends to impose a fee and shall provide for public comment, upon notice duly given, concerning the proposed fee. Payment of any fee imposed shall be made to Grantor quarterly in the months of January, April, July and October. XVII. PRIOR FRANCHISES SUPERSEDED This Franchise shall supersede all prior franchises heretofore granted for the purpose herein described to the Clearwater Power Company or its predecessors, by Grantor, or its predecessors. XVIII. ASSIGNMENT OF FRANCHISE Grantee, its successors and assigns, shall have the right to sell, transfer or assign this franchise with the consent of Grantor, which consent shall not be unreasonably withheld. All provisions, conditions, regulations and requirements herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. FRANCHISE ORDINANCE; Page 7 ---PAGE BREAK--- XIX. EFFECT OF INVALIDITY The franchise is granted pursuant to the laws of the state of Idaho relating to the granting of such rights and privileges by Grantor. If any article, section, sentence, clause, or phrase of this ordinance is for any reason held illegal, invalid, or unconstitutional, such invalidity shall not affect the validity of the ordinance or any of the remaining portions. The invalidity of any portion of this ordinance shall not abate, reduce, or otherwise affect any obligation required by Grantee. XX. FRANCHISE ORDINANCE AS CONTRACT This ordinance shall have the effect of and shall be a contract between Grantor and Grantee and shall be the measure of the rights and liabilities of the Grantor as well as of Grantee. XXI. INDEMNITY Grantee shall indemnify, defend and hold harmless Grantor against any and all liability for injury to or death of. any person or any damage to any property caused by Grantee, its respective officers, agents, or employees, in the negligent construction, operation or maintenance of power lines, or arising out of the negligent exercise of any right or privilege under the franchise. XXII. ABANDONMENT OF FRANCHISE Grantee may at any time abandon the rights and authorities granted hereunder, provided that six months' written notice of intention to abandon is given to Grantor. Grantor may require the removal of Grantee's poles, wires and other facilities from public roads and rights-of-way within a reasonable period of time after such abandonment becomes effective. XXIII. ACCEPTANCE OF FRANCHISE After the passage and legal publication of this ordinance, and if accepted within thirty ( 3 0) days after such publication, Grantee shall indicate such acceptance by FRANCHISE ORDINANCE; Page 8 ---PAGE BREAK--- . . its filing with the city an unconditional written acceptance thereof, to be executed according to law, and a failure of Grantee to so accept this ordinance within the said period of time shall be deemed a rejection thereof by Grantee, and the rights and privileges herein granted shall, after the expiration of said period of thirty (30) days, if not so accepted, absolutely cease and terminate unless said period of time shall be extended by the City by ordinance duly passed for that purpose. PASSED by the Council and APPROVED by the Mayor this day of September , 1991. ATTEST: Ela1ne Rusâ, Ci1:y Clerk FRANCHISE ORDINANCE; Page 9