Legals February 6, 2019

NOTICE OF HEARING ON NAME CHANGE (Adult or Emancipated Minor) IN THE DISTRICT COURT FOR THE FIRST JUDICIAL DISTRICT FOR THE STATE OF IDAHO, IN AND FOR THE COUNTY OF SHOSHONE IN RE: TATJAN JARISA-NAMID DE LA CRUZ CASE NO. CV40-19-0026 A Petition to change the name of TATJAN JARISA-NAMID DE LA CRUZ, now residing in the City of Kellogg, State of Idaho, has been filed in the District Court in Shoshone County, Idaho. The name will change to Tatiana Juliet Grady. The reason for the change in name is: Personal preference a recent marriage. A hearing on the petition is scheduled for 9 o'clock a.m. on March 4, 2019, at the Shoshone County Courthouse. Objections may be filed by any person who can show the court a good reason against the name change. Date: January 16, 2019 By: /s/ Gail Elliott Deputy Clerk SHO LEGAL 2949 AD# 262230 JANUARY 23, 30, FEBRUARY 6, 13, 2019

NOTICE OF LETTING Sealed proposals will be received by the IDAHO TRANSPORTATION BOARD only at the office of the IDAHO TRANSPORTATION DEPARTMENT, 3311 WEST STATE STREET, BOISE, IDAHO 83703, ATTN: CONTRACTING SERVICES until two o'clock p.m., on February 26, 2019, Idaho Project No. A020(283) & A020(280), in Benewah, Bonner, Idaho, Boundary, Clearwater, Shoshone Counties, Key No. 20283 & 20280; for the work of replacing 7 bridges; SH-60, Little Hangman Cr Br, MP 0.105; SH-57, Kalispell Cr Br, MP 34.097; SH-13, Butcher Cr Br, MP 3.559; SH-6, Santa Cr Br, MP 32.483; US-95, Round Prairie Cr Br, MP 529.91; SH-3, Cedar Cr Br, MP 57.06; SH-11, Texas Cr Br, MP 12.76. . [ADDITIONAL INFORMATION CONTACT: RESIDENT ENGINEER ***DORAL HOFF***AT (208) 799-4255] Plans, specifications, form of contract, proposal forms, and other information may be obtained from the Idaho Transportation Department website at http://itd.idaho.gov/business/ This contract requires full compliance with Title VI of the Civil Rights Act of 1964, which protects persons from being denied the benefits of or excluded from participation in programs or activities; or subjected to discrimination based on race, color, national origin, sex, age, disability, Limited English Proficiency or economic status. The Contractor is encouraged to utilize the goods and services of disadvantaged firms in accomplishing the tasks or providing the services of this agreement, and to provide equal opportunity to all sub-bidders and suppliers. Dated January 29, 2019 BLAKE RINDLISBACHER, P.E. Engineering Services Division Administrator SHO LEGAL 2954 AD# 265637 FEBRUARY 6, 13, 2019

NOTICE TO CREDITORS IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE STATE OF IDAHO, IN AND FOR THE COUNTY OF SHOSHONE IN THE MATTER OF THE ESTATE OF JAMES DAUGHERTY, Deceased. CASE NO. CV40-19-0022 NOTICE IS HEREBY GIVEN that the undersigned has been appointed Personal Representative of the above-named decedent. All persons having claims against the decedent or the estate are required to present their claims within four months after the date of the first publication of this Notice or said claims will be forever barred. Claims must be presented to the undersigned at the address indicated, and filed with the Clerk of the Court. DATED this 15th day of January, 2019. /S/ MARC DAUGHERTY c/o Michael F. Peacock 123 McKinley Avenue Kellogg, ID 83837 SHO LEGAL 2946 AD# 262064 JANUARY 23, 30, FEBRUARY 6, 2019

NOTICE OF TRUSTEE'S SALE TS No: ID-17-798611-SW NOTICE IS HEREBY GIVEN that on 5/28/2019, at the hour of 9:00 AM of said day, In the Lobby of the Shoshone County Courthouse, located at 700 Bank Street, Wallace, ID 83873, said Trustee will sell at public auction to the highest bidder, for cash in lawful money of the United States of America, all payable at the time of sale, the following described real property situated in the County of SHOSHONE, State of Idaho, and described as follows, to-wit: Lot 7 and the West half of Lot 9, Block 11, Wallace Townsite, Shoshone County, State of Idaho, according to the official and recorded plat thereof. The current trustee is Robert W. McDonald, Esq, whose address is 108 1st Ave. South, Suite 202, Seattle, Washington 98104 and who can be reached by telephone at (866) 925-0241. The Trustee has no knowledge of a more particular description of the above-described real property, but for purposes of compliance with Idaho Code Section 60-113, the Trustee has been informed that the street address of 309 BANK ST, WALLACE, ID 83873 may sometimes be associated with said real property. Said sale will be made, without covenant or warranty regarding title, possession or encumbrances, to satisfy the obligation secured by and pursuant to the power of sale conferred in the Deed of Trust made and entered into on 8/7/2014, by and among MICHAEL R. HERNDON AND PATTY HERNDON, HUSBAND AND WIFE, as Grantor, and ROUTH CRABTREE OLSEN, P.C., as Trustee, and MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., AS NOMINEE FOR PENNYMAC LOAN SERVICES, LLC, ITS SUCCESSORS AND ASSIGNS, as Beneficiary; said Deed of Trust having been filed of record on 8/27/2014, as Instrument No. 478509 Official Records of SHOSHONE County, Idaho. The naming of the above Grantor(s) is done to comply with Idaho Code Sections 45-1506(4)(a); no representation is made as to the responsibility of Grantor(s) for this obligation. The default for which this sale is to be made is: The monthly installment of $1,126.33, which may include principal, interest and escrow, due on 6/1/2016, and all subsequent installments of principal and interest through the date of this Notice, plus amounts that are due for late charges, delinquent property taxes, insurance premiums, advances made on senior liens, taxes and/or insurance, trustee's fees, and any attorney fees and court costs arising from or associated with the beneficiaries efforts to protect and preserve its security, all of which must be paid as a condition of reinstatement, including all sums that shall accrue through reinstatement or pay-off. Nothing in this notice shall be construed as a waiver of any fees owing to the Beneficiary under the Deed of Trust pursuant to the terms of the loan documents. The balance due and owing as of the date hereof on the obligation secured by said Deed of Trust is the amount of $147,847.80 in principal; plus accrued interest at the rate of 4.6250 percent per annum from 6/1/2016 adjusting, if at all, pursuant to the terms of the note; plus service charges, late charges, and any other costs or expenses associated with this foreclosure as provided by the Deed of Trust or Deed of Trust Note, or by Idaho law. Dated this 16th day of January, 2019. Robert W. McDonald, Esq, Trustee By: TS No: ID-17-798611-SW IDSPub #0149428 1/23/2019 1/30/2019 2/6/2019 2/13/2019 SHO LEGAL 2947 AD# 262210 JANUARY 23, 30, FEBRUARY 6, 13, 0219

NOTICE OF SHERIFF'S SALE Under and by virtue of an Order for Sale of Foreclosure executed on August 23, 2018 and entered with the Court on August 23, 2018 and Writ of Execution issued on December 20, 2018, out of and under the seal of the above-entitled Court on a Judgment recovered in said Court in the above-entitled action on August 23, 2018, in favor of the above-named Plaintiff, I am commanded and required to proceed to notice for sale to sell at public auction the real property described in said Order for Sale of Foreclosure and Writ of Execution and to apply the proceeds of such sale to the satisfaction of said Judgment and Decree of Foreclosure with interest thereon and my fees and costs. The property directed to be sold is situate in Shoshone County, State of Idaho, in the case of: U.S. BANK, NATIONAL ASSOCIATION SUCCESSOR BY MERGER TO U.S. BANK NATIONAL ASSOCIATION, N.D., Plaintiff, v. THE UNKNOWN HEIRS, ASSIGNS AND DEVISEES OF GERALD K. LABARRE; AND DOES 1 THROUGH 20, inclusive, including all parties with an interest in and/or residing in real property commonly known as 129 1st St., Mullan, ID 83846, and legally described as: PARCEL 1: A PART OF LOTS 3, 4, 5 AND 6, BLOCK "E", VILLAGE OF MULLAN, SHOSHONE COUNTY, STATE OF IDAHO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CERTAIN CONCRETE MONUMENT MARKING CORNER NO. 1 OF THE TRUE BLUE MILLSITE, SURVEY 1360; THENCE ALONG LINE 1-6 OF SAID MILLSITE, SOUTH 65 DEG. 31' WEST, A DISTANCE OF 18.76 FEET TO A POINT ON THE EASTERLY LINE OF RESIDENCE STREET; THENCE NORTH 9 DEG. 20' WEST, ALONG THE WESTERLY END LINE OF LOTS 5, 4 AND 3, BLOCK E, VILLAGE OF MULLAN, A DISTANCE OF 70.8 FEET TO THE NORTHWEST CORNER OF LOT 3; THENCE NORTH 88 DEG. 38' EAST, 50.00 FEET TO A POINT; THENCE SOUTH 9 DEG. 20' EAST, 75.55 FEET TO A POINT; THENCE NORTH 89 DEG. 21' WEST, 31.50 FEET TO A POINT ON LINE 1-2 OF THE TRUE BLUE MILLSITE; THENCE ALONG LINE 1-2 OF THE TRUE BLUE MILLSITE, NORTH 11 DEG. 16' WEST, A DISTANCE OF 11.19 FEET TO CORNER NO. 1, THE PLACE OF BEGINNING. PARCEL 2: A PART OF LOTS 3, 4, 5 AND 6, BLOCK "E" OF THE VILLAGE OF MULLAN, SHOSHONE COUNTY, STATE OF IDAHO AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CERTAIN CONCRETE MONUMENT MARKING THE CORNER NO. 1 OF THE TRUE BLUE MILLSITE SURVEY 1360; THENCE ALONG LINE 1-6 OF SAID MILLSITE, SOUTH 65 DEG. 31' WEST, A DISTANCE OF 18.75 FEET TO A POINT ON THE EASTERLY LINE OF RESIDENCE STREET; THENCE NORTH 9 DEG. 20' WEST ALONG THE WESTERLY ENDLINE OF LOTS 5, 4, AND 3, BLOCK E, VILLAGE OF MULLAN, A DISTANCE OF 70.8 FEET TO THE NORTHWEST CORNER OF LOT 3; THENCE NORTH 88 DEG. 38' EAST, 50 FEET TO THE REAL POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEG, 38' EAST, 50 FEET TO THE REAL POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEG. EAST, 101.46 FEET TO THE EAST LINE OF LOT 3; THENCE SOUTH 9 DEG. 20' EAST, 79 FEET ALONG THE EAST END OF LOTS 3, 4, 5 AND 6 TO A POINT; THENCE NORTH 89 DEG. 21' WEST, 98.50 FEET TO A POINT; THENCE NORTH 9 DEG. 20' WEST, A DISTANCE OF 75.55 FEET TO THE REAL POINT OF BEGINNING. PARCEL 3: LOTS 1 AND 2, BLOCK E, MULLAN AND A PORTION OF LOT 3, BLOCK E, MULLAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 3; THENCE NORTH 88 DEG. 38' EAST, 151.46 FEET ALONG FENCE LINE TO ITS INTERSECTION WITH THE EAST LINE OF BLOCK E; THENCE NORTH 9 DEG. 20' WEST TO THE NORTHEAST CORNER LOT 3 AND SOUTHEAST CORNER OF LOT 2; THENCE SOUTH 80 DEG. 40' WEST, 150.00 FEET TO THE PLACE OF BEGINNING. EXCEPT WEST ONE-HALF OF LOTS 1 AND 2, BLOCK E, MULLAN, SHOSHONE COUNTY, STATE OF IDAHO, Defendants. Case No. CV40-18-0170 Sheriff Case No. 201900042 NOTICE OF SALE Date of Sale: February 20th, 2019 Time of Sale: 2:00 p.m. Place of Sale: Main Lobby, Shoshone County Courthouse, 700 Bank Street, Wallace, Idaho NOTICE IS HEREBY GIVEN, that on the 20th day of February, 2019, at 2:00 o'clock pm of said day, in the Main Lobby of the Shoshone County Courthouse, 700 Bank Street, Wallace, Idaho, I am commanded and required to proceed to notice for sale to sell at public auction the real property described in said Order for Sale of Foreclosure and Writ of Execution and to apply the proceeds of such sale to the satisfaction of said Judgment and Decree of Foreclosure with interest thereon and my fees and costs, all payable at time of sale to the highest bidder, for the following described property, situated in Shoshone County, Idaho: 129 1st St, Mullan, ID 83846, and legally described as follows: PARCEL 1: A PART OF LOTS 3, 4, 5 AND 6, BLOCK "E", VILLAGE OF MULLAN, SHOSHONE COUNTY, STATE OF IDAHO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CERTAIN CONCRETE MONUMENT MARKING CORNER NO. 1 OF THE TRUE BLUE MILLSITE, SURVEY 1360; THENCE ALONG LINE 1-6 OF SAID MILLSITE, SOUTH 65 DEG. 31' WEST, A DISTANCE OF 18.76 FEET TO A POINT ON THE EASTERLY LINE OF RESIDENCE STREET; THENCE NORTH 9 DEG. 20' WEST, ALONG THE WESTERLY END LINE OF LOTS 5, 4 AND 3, BLOCK E, VILLAGE OF MULLAN, A DISTANCE OF 70.8 FEET TO THE NORTHWEST CORNER OF LOT 3; THENCE NORTH 88 DEG. 38' EAST, 50.00 FEET TO A POINT; THENCE SOUTH 9 DEG. 20' EAST, 75.55 FEET TO A POINT; THENCE NORTH 89 DEG. 21' WEST, 31.50 FEET TO A POINT ON LINE 1-2 OF THE TRUE BLUE MILLSITE; THENCE ALONG LINE 1-2 OF THE TRUE BLUE MILLSITE, NORTH 11 DEG. 16' WEST, A DISTANCE OF 11.19 FEET TO CORNER NO. 1, THE PLACE OF BEGINNING. PARCEL 2: A PART OF LOTS 3, 4, 5 AND 6, BLOCK "E" OF THE VILLAGE OF MULLAN, SHOSHONE COUNTY, STATE OF IDAHO AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CERTAIN CONCRETE MONUMENT MARKING THE CORNER NO. 1 OF THE TRUE BLUE MILLSITE SURVEY 1360; THENCE ALONG LINE 1-6 OF SAID MILLSITE, SOUTH 65 DEG. 31' WEST, A DISTANCE OF 18.75 FEET TO A POINT ON THE EASTERLY LINE OF RESIDENCE STREET; THENCE NORTH 9 DEG. 20' WEST ALONG THE WESTERLY ENDLINE OF LOTS 5, 4, AND 3, BLOCK E, VILLAGE OF MULLAN, A DISTANCE OF 70.8 FEET TO THE NORTHWEST CORNER OF LOT 3; THENCE NORTH 88 DEG. 38' EAST, 50 FEET TO THE REAL POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEG, 38' EAST, 50 FEET TO THE REAL POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEG. EAST, 101.46 FEET TO THE EAST LINE OF LOT 3; THENCE SOUTH 9 DEG. 20' EAST, 79 FEET ALONG THE EAST END OF LOTS 3, 4, 5 AND 6 TO A POINT; THENCE NORTH 89 DEG. 21' WEST, 98.50 FEET TO A POINT; THENCE NORTH 9 DEG. 20' WEST, A DISTANCE OF 75.55 FEET TO THE REAL POINT OF BEGINNING. PARCEL 3: LOTS 1 AND 2, BLOCK E, MULLAN AND A PORTION OF LOT 3, BLOCK E, MULLAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 3; THENCE NORTH 88 DEG. 38' EAST, 151.46 FEET ALONG FENCE LINE TO ITS INTERSECTION WITH THE EAST LINE OF BLOCK E; THENCE NORTH 9 DEG. 20' WEST TO THE NORTHEAST CORNER LOT 3 AND SOUTHEAST CORNER OF LOT 2; THENCE SOUTH 80 DEG. 40' WEST, 150.00 FEET TO THE PLACE OF BEGINNING. EXCEPT WEST ONE-HALF OF LOTS 1 AND 2, BLOCK E, MULLAN, SHOSHONE COUNTY, STATE OF IDAHO The sale will be made without covenant or warranty regarding title, possession, or encumbrances to satisfy the obligation of Defendants pursuant to the Judgment entered in this matter, and recorded in the official records of Shoshone County. In the event the purchaser is a creditor having a prior lien to that of the redemptioners, other than the judgment under which the purchase is made, the purchaser will also be entitled to payment of that lien amount with interest at the rate allowed in Idaho Code Section 18-22-104(1). The Sheriff, by a Certificate of Sale, will transfer right, title and interest of the judgment debtor in and to the property. The Sheriff will also give possession but does not guarantee clear title nor continue possessory right to the purchaser. DATED This 22nd day of January, 2019. SHOSHONE COUNTY SHERIFF /s/ Mike Gunderson By: Melissa O'Connell Civil Clerk NOTE: THE SHERIFF'S OFFICE DOES NOT GUARANTEE CLEAR TITLE OR GUARANTEE CONTINUED POSSESSORY RIGHTS. EVERY PERSON WHO INTENTIONALLY DEFACES, OBLITERATES, TEARS DOWN OR DESTROYS THIS NOTICE, BEFORE THE EXPIRATION OF THE TIME FOR WHICH IT IS TO REMAIN SET UP, IS GUILTY OF A MISDEMEANOR (I.C. § 18-3205). SHO LEGAL 2950 AD# 263526 JANUARY 30, FEBRUARY 6, 13, 2019

NOTICE OF SHERIFF'S SALE Under and by virtue of an Order for Sale of Foreclosure executed on September 28, 2018 and entered with the Court on October 1, 2018 and Writ of Execution issued on December 20, 2018, out of and under the seal of the above-entitled Court on a Judgment recovered in said Court in the above-entitled action on October 1, 2018, in favor of the above-named Plaintiff, I am commanded and required to proceed to notice for sale to sell at public auction the real property described in said Order for Sale of Foreclosure and Writ of Execution and to apply the proceeds of such sale to the satisfaction of said Judgment and Decree of Foreclosure with interest thereon and my fees and costs. The property directed to be sold is situate in Shoshone County, State of Idaho, in the case of: WELLS FARGO BANK, N.A., Plaintiff, v. MURIEL E. BELTZ; THE UNKNOWN HEIRS, ASSIGNS AND DEVISEES OF CARL BELTZ, JR.; CARL BELTZ, JR. aka CARL BELTZ, III; CYNTHIA S. BELTZ; SETH H. BELTZ; MICHAEL C. BELTZ; ELIJAH W. BELTZ; SARAH M. BELTZ; STATE OF IDAHO, DEPARTMENT OF HEALTH AND WELFARE; and DOES 1 THROUGH 20, INCLUSIVE, including all parties with an interest in and/or residing in real property commonly known as, 606 California St. aka 606 California Avenue, Pinehurst, ID 83850, and legally described as: LOT 6 IN BLOCK 10 OF PINEHURST FIRST ADDITION, SHOSHONE COUNTY, STATE OF IDAHO, ACCORDING TO THE OFFICIAL AND RECORDED PLAT THEREOF. TOGETHER WITH A TRACT OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 5, TOWNSHIP 48 NORTH, RANGE 2 EAST, BOISE MERIDIAN, SHOSHONE COUNTY, IDAHO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 1, A STEEL PIN, WHICH CORNER IS THE MOST NORTHERLY CORNER OF LOT 6, BLOCK 10, PINEHURST FIRST ADDITION, FROM WHENCE THE NORTHWEST CORNER OF SECTION 5, TOWNSHIP 48 NORTH, RANGE 2 EAST, BOISE MERIDIAN, SHOSHONE COUNTY, IDAHO BEARS NORTH 08°03'10" WEST, 2,041.23 FEET DISTANT; THENCE SOUTH 50°47' WEST, 120.00 FEET DISTANT TO CORNER NO. 2, A STEEL PIN; THENCE SOUTH 39°13' EAST 74.64 FEET DISTANT TO CORNER NO. 3, THE MOST WESTERLY CORNER OF LOT 6, BLOCK 10, PINEHURST FIRST ADDITION, THENCE ALONG THE WESTERLY LINE OF LOT 6, BLOCK 10, PINEHURST FIRST ADDITION, NORTH 18°54' EAST, 141.32 FEET DISTANT TO CORNER NO. 1, THE PLACE OF BEGINNING. AND THE SOUTHWEST 50 FEET OF LOTS 7 AND 8, BLOCK 10, PINEHURST FIRST ADDITION, SHOSHONE COUNTY, STATE OF IDAHO, ACCORDING TO THE OFFICIAL AND RECORDED PLAT THEREOF. Defendants. Case No. CV40-18-0189 Sheriff Case No. 201900055 NOTICE OF SALE Date of Sale: February 27th, 2019 Time of Sale: 2:00 p.m. Place of Sale: Main Lobby, Shoshone County Courthouse, 700 Bank Street, Wallace, Idaho NOTICE IS HEREBY GIVEN, that on the 27th day of February, 2019, at 2:00 o'clock pm of said day, in the Main Lobby of the Shoshone County Courthouse, 700 Bank Street, Wallace, Idaho, I am commanded and required to proceed to notice for sale to sell at public auction the real property described in said Order for Sale of Foreclosure and Writ of Execution and to apply the proceeds of such sale to the satisfaction of said Judgment and Decree of Foreclosure with interest thereon and my fees and costs, all payable at time of sale to the highest bidder, for the following described property, situated in Shoshone County, Idaho: 606 California St aka 606 California Avenue, and legally described as follows: LOT 6 IN BLOCK 10 OF PINEHURST FIRST ADDITION, SHOSHONE COUNTY, STATE OF IDAHO, ACCORDING TO THE OFFICIAL AND RECORDED PLAT THEREOF. TOGETHER WITH A TRACT OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 5, TOWNSHIP 48 NORTH, RANGE 2 EAST, BOISE MERIDIAN, SHOSHONE COUNTY, IDAHO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 1, A STEEL PIN, WHICH CORNER IS THE MOST NORTHERLY CORNER OF LOT 6, BLOCK 10, PINEHURST FIRST ADDITION, FROM WHENCE THE NORTHWEST CORNER OF SECTION 5, TOWNSHIP 48 NORTH, RANGE 2 EAST, BOISE MERIDIAN, SHOSHONE COUNTY, IDAHO BEARS NORTH 08°03'10" WEST, 2,041.23 FEET DISTANT; THENCE SOUTH 50°47' WEST, 120.00 FEET DISTANT TO CORNER NO. 2, A STEEL PIN; THENCE SOUTH 39°13' EAST 74.64 FEET DISTANT TO CORNER NO. 3, THE MOST WESTERLY CORNER OF LOT 6, BLOCK 10, PINEHURST FIRST ADDITION, THENCE ALONG THE WESTERLY LINE OF LOT 6, BLOCK 10, PINEHURST FIRST ADDITION, NORTH 18°54' EAST, 141.32 FEET DISTANT TO CORNER NO. 1, THE PLACE OF BEGINNING. AND THE SOUTHWEST 50 FEET OF LOTS 7 AND 8, BLOCK 10, PINEHURST FIRST ADDITION, SHOSHONE COUNTY, STATE OF IDAHO, ACCORDING TO THE OFFICIAL AND RECORDED PLAT THEREOF. The sale will be made without covenant or warranty regarding title, possession, or encumbrances to satisfy the obligation of Defendants pursuant to the Judgment entered in this matter, and recorded in the official records of Shoshone County. In the event the purchaser is a creditor having a prior lien to that of the redemptioners, other than the judgment under which the purchase is made, the purchaser will also be entitled to payment of that lien amount with interest at the rate allowed in Idaho Code Section 18-22-104(1). The Sheriff, by a Certificate of Sale, will transfer right, title and interest of the judgment debtor in and to the property. The Sheriff will also give possession but does not guarantee clear title nor continue possessory right to the purchaser. DATED This 29th day of January, 2019. SHOSHONE COUNTY SHERIFF /s/ Mike Gunderson By: Melissa O'Connell Civil Clerk NOTE: THE SHERIFF'S OFFICE DOES NOT GUARANTEE CLEAR TITLE OR GUARANTEE CONTINUED POSSESSORY RIGHTS. EVERY PERSON WHO INTENTIONALLY DEFACES, OBLITERATES, TEARS DOWN OR DESTROYS THIS NOTICE, BEFORE THE EXPIRATION OF THE TIME FOR WHICH IT IS TO REMAIN SET UP, IS GUILTY OF A MISDEMEANOR (I.C. § 18-3205). SHO LEGAL 2955 AD# 265644 FEBRUARY 6, 13, 20, 2019

CITY OF WALLACE, IDAHO ORDINANCE NO. 2019-01 AN ORDINANCE GRANTING AVISTA CORPORATION, d/b/a AVISTA UTILITIES, A WASHINGTON CORPORATION, ITS SUCCESSORS AND ASSIGNS, THE NONEXCLUSIVE RIGHT, PRIVILEGE, AUTHORITY AND FRANCHISE TO LOCATE, CONSTRUCT, INSTALL, OWN, MAINTAIN, REPAIR, REPLACE, EXTEND, OPERATE AND USE FACILITIES IN, UPON, OVER, UNDER, ALONG, AND ACROSS THE FRANCHISE AREA FOR PURPOSES OF THE TRANSMISSION, DISTRIBUTION AND SALE OF GAS. Avista Corporation dba Avista Utilities ("Avista"), a Washington Corporation, which is authorized to do business within the state of Idaho, has filed with the City of Wallace, State of Idaho (the "City") a written application for a renewal of its Franchise to locate, construct, operate, maintain and use such plants, works, underground pipelines, equipment and appurtenances over, under, along and across all of City's rights of way and public property in the City for the purposes of the transmission, distribution and sale of Gas; and the City has determined it is in the best interests of the City, its persons and businesses in this jurisdiction to have access to Avista's services; WHEREAS, the City duly fixed the time and place for hearing said application and due and timely notice of said hearing on such application was given pursuant to statute and/or ordinance, and hearing on said application having been held as prescribed by law, and the City having been fully advised in the premises and having determined that it is in the public interest to grant such Franchise to Avista in the manner and according to the terms and condition herein set forth; NOW THEREFORE, the City of Wallace, Idaho, does hereby ORDAIN, that Avista, its successors and assigns, is hereby GRANTED a Franchise for the purposes identified below and subject to the following terms and conditions: SECTION 1.0 DEFINITIONS For the purposes of this Franchise the following terms, phrases, words and their derivations shall have the meaning given in this Section. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined shall be given their common and ordinary meaning. Avista: means Avista Corporation, dba Avista Utilities, a Washington corporation, and its respective successors and assigns, agents and contractors. City: means the City of Wallace, a political subdivision of the State of Idaho and a municipal corporation, and its respective successors and assigns. Commission: means the Idaho Public Utilities Commission or such successor regulatory agency having jurisdiction over investor-owned public utilities in the State of Idaho. Days: means regular business days, including regular business hours. Effective Date: means the date of the approval, passage and publication of this Ordinance, upon which the rights, duties and obligations of this Franchise shall come into effect, and the date from which the time requirement for any notice, extension and/or renewal shall be measured. Facilities: means, collectively, any and all gas transmission, and distribution systems and appurtenances owned by Avista, now and in the future in the Franchise Area, including but not limited to, Gas plants, Gas pipes, pipelines, mains, laterals, conduits, regulators, valves, meters, meter-reading devices, communication and control systems and other equipment, appliances, fixtures, attachments, appurtenances and other items necessary, convenient, or in any way appertaining to any and all of the foregoing for the purposes of transmission, distribution, storage and sale of Gas. Franchise: means the grant by the City of rights, duties, obligations, privileges and authority embodied in this Ordinance. Franchise Area: means the surface and space above and below all rights-of-way for: public roads, streets, avenues, alleys, bridges, tunnels, City-owned easements, and highways of the City, as laid out, platted, dedicated, acquired or improved within the present corporate limits of the City; *public roads, streets, avenues, alleys, bridges, tunnels, City-owned easements, and highways that may hereafter be laid out, platted, dedicated, acquired or improved within the present corporate limits of the City and as such limits may be extended by annexation or otherwise during the term of this Franchise; and *all City-owned utility easements dedicated for the placement and location of various utilities, provided such easements would permit Avista to fully exercise the rights granted under this Franchise within the area covered by the easement. *any other specifically designated City-owned property. Gas: means natural, manufactured, renewable and/or mixed gases. Maintenance, maintaining, or maintain: means, without limit, repairing, replacing, upgrading, examining, testing, inspecting, and removing Avista Facilities, vegetation management, digging and excavating, and restoration of affected right-of-way surfaces. Parties: means City and Avista collectively. Party: means either City or Avista individually. Person: means a business entity or natural person. Right-of-way: means the surface of and the space along, above, and below any street, road, highway, freeway, bridge, tunnel, lane, sidewalk, alley, City-owned utility easement and/or right-of-way now or hereafter held or administered by the City within its corporate limits. State: means the State of Idaho. Tariff: means the rate schedules, rules, and regulations relating to utility service, filed with and approved by the Commission in effect upon execution and throughout the term of this Franchise. SECTION 2.0 GRANT OF FRANCHISE 2.1 Grant City hereby grants to Avista the right, duty, obligation, power, privilege and authority to enter upon all public or private property opened to the public roads, rights-of-way, streets, avenues, alleys, highways, public places or structures, bridges, tunnels, City owned easements lying within the Franchise Area to locate, construct, operate and maintain its Facilities for the purpose of controlling, transmitting and distributing Gas, as may be necessary to provide Gas service to customers within the Franchise Area. The City hereby grants to Avista, its successors and assigns, the right, duty, obligation, power, privilege, authority and Franchise, to lay, locate, construct, install, own maintain, repair, replace, renew, remove, extend, equip, operate and use facilities or otherwise acquire, and own plants and works, and all necessary, or desirable appurtenances thereto, for the purpose of the transmission, distribution and sale of Gas, including but not limited to the right to operate a gas distribution system, in, under, upon, over, across and along the present and future public properties within the present or any, future corporate limits of the City for the purpose of transporting, distributing and selling Gas (with the right and privilege to make such connections with said pipes as will enable Avista to supply gas) for heating, lighting, power and any and all domestic, commercial and industrial purposes and other reasons and purposes in the City and to the City and its inhabitants, persons, firms, corporations, associates, municipal corporations, or political sub-divisions of the State of Idaho therein. 2.2 Effective Date This Ordinance shall be effective as of the date of approval, passage and publication as required by law. 2.3 Term The rights, privileges and Franchise granted to Avista will extend for a term of 25 years from the Effective Date, and shall continue year-to-year thereafter, until it is otherwise renewed for another (25) year term, or terminated by either Party, with not less than (180) days prior written notice to the other Party of said intent to terminate said Franchise. 2.4 Non-Exclusive Franchise This Franchise is not an exclusive Franchise. This Franchise shall not prohibit the City from granting other franchises within the Franchise Area that do not interfere with Avista's rights under this Franchise. City may not, however, award a Gas Franchise to another party under more favorable or less onerous terms than those of this Franchise without this Franchise being amended to reflect such more favorable or less onerous terms. This Franchise shall in no manner prohibit the City from granting other franchises of a like nature or franchises to other public or private utilities under, along, across, over and upon any of the City's roads, rights-of-way, or other property of the City subject to this Franchise and shall in no way prevent or prohibit the City from constructing, altering, maintaining or using any of said roads, rights-of-way, drainage structures or facilities, irrigation structure or facilities, or any other property of the City or affect its jurisdiction over such property to make all necessary changes, relocations, repairs, maintenance, insofar as the City may deem fit. 2.5 Notice of City's Intent to Compete with Avista In consideration of Avista's undertaking pursuant to this Franchise, the City agrees that in the event the City intends to engage in the business of providing Gas service during the life of this Franchise or any extension of this Franchise, in competition with Avista, the City will provide Avista with (180) days, including weekends and holidays, notice of such action. 2.6 Assignment of Franchise Avista shall have the right to assign its rights, duties, obligations, power, privileges, authority and benefits under this Franchise. Avista, its successors and assigns, shall have the right to sell, transfer or assign this Franchise upon prior written notice to the City sixty (60) days in advance of the date of any proposed transfer, with assignee agreeing to all terms and conditions of this Franchise. As permitted by federal and state law and Commission regulation, Avista shall have the right, without notice to or consent of the City, to mortgage or hypothecate its rights, duties, obligations, power, privileges, authority and benefits and privileges in and under this Franchise as security for indebtedness. All provisions, conditions, terms, regulations and requirements herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 2.7 Franchise Taxes, Fees and Costs Avista shall pay all permitting, license fees, costs and/or utility privilege taxes which it might be required to pay in connection with the issuance, maintenance, existence, continuation, or use of this Franchise, to the extent permitted by federal, state law or City ordinance now in effect or enacted during the term of this Franchise. The City reserves the right to designate the time and manner of payment of such fees, costs or taxes owed by Avista in connection with this Franchise. To the extent that any Franchise fees, taxes or other costs are imposed on Avista, City shall impose equivalent charges, fees, taxes or costs upon any other franchisee in a comparable business or otherwise competing with Avista. 2.8 Franchise Fee As compensation for the Franchise granted by this ordinance, Avista shall pay to the City an amount equal to one percent (1%) of the annual gross revenue collected by Avista from its customers for natural gas consumed within the City to be paid quarterly. Gross revenue will be computed by deducting from the total natural gas billings of Avista the total net write-off of uncollectible accounts. The City has the right to increase its Franchise fee up to three percent (3%), by obtaining Avista's approval or the approval of a majority of the City voting on the question at an election held in accordance with Chapter 4, Title 50, Idaho Code. Any such vote to increase the Franchise fee hereunder shall provide that the increased Franchise fee will apply to any natural gas service provider (other than the City), who utilizes the City's Right-of-way to provide natural gas service within the City, during the term of this Franchise. If Grantee fails to pay the Franchise fee to the City within thirty (30) days of the end of each calendar quarter, Grantee shall pay a penalty in the amount of five percent (5%) of the amount due. SECTION 3.0 AVISTA'S OPERATIONS AND MAINTENANCE 3.1 Compliance with Laws, Regulations, Codes and Standards In carrying out any authorized activities under the privileges granted by this Franchise, Avista shall meet accepted industry standards and codes and shall comply with all applicable laws, regulations and ordinances of any governmental entity with jurisdiction over Avista's Facilities in the Franchise Area. This includes all applicable, laws, regulations and ordinances existing as of the Effective Date or may be subsequently enacted by any governmental entity with jurisdiction over Avista's operations within the Franchise Area. The City shall have the right to make and enforce reasonable rules and regulations pertaining to the conduct of Avista's operations within the Franchise Area. Prior to the adoption of any new rule, procedure or policy, Avista shall be provided a written draft document for comment with a response period of not less than thirty days. Service shall be supplied to the City and its inhabitants in accordance with Avista's rules and regulations and tariffs currently or subsequently filed with and approved by the Commission. 3.2 Facility Location Information Avista shall provide the City, upon the City's reasonable request, Facility location information in electronic or hard copy showing the location of its Facilities at specific locations within the Franchised Area, to the extent such information is reasonably available. Avista does not warrant the accuracy of any such Facility location information provided and, to the extent the location of Facilities are shown, such Facilities may be shown in their approximate location. With respect to any excavations within the Franchise Area undertaken by or on behalf of Avista or the City, nothing stated in this Franchise is intended (nor shall be construed) to relieve either party of their respective obligations arising under the State one-call law with respect to determining the location of existing underground utility facilities in the vicinity of such excavations prior to commencing work. 3.3 Vegetation Management - Removal of Trees/Vegetation Encroachment The right of Avista to maintain its Facilities shall include the right, as exercised in Avista's professional discretion to minimize the likelihood that encroaching (either above or below the ground) vegetation can interfere with or limit access to Avista's Facilities, or pose a threat to public health, safety and welfare. Avista or its agents may accordingly reasonably remove or limit the growth of vegetation which encroaches upon its Gas transmission and distribution corridors within the Franchise Area. 3.4 Right of Excavation For the purpose of implementing the privileges granted under this Franchise, and after any required notification is made to the City, Avista is authorized to make any reasonably necessary excavations in, under and across the streets, alleys, roads, rights-of-way and public grounds within the Franchise Area. Such excavation shall be carried out with reasonable dispatch and with as little interference with or inconvenience to the public as may be feasible. Avista shall remove all debris stemming from excavation and construction. The right-of-way surface shall be restored by Avista after excavation, in accordance with applicable City and Avista specifications. Whenever Avista, its successors or assigns shall excavate in or obstruct any of the streets, alley or rights-of-way of the City for the purposes aforesaid, the street(s), alley(s), or right-of-way surface shall be reasonably restored, by Avista and to standards mutually agreed upon by the City and Avista, as soon as feasible after work is completed. 3.5 Emergency Work In the event of an emergency requiring immediate action by Avista to protect the public health, safety and welfare, or for the protection of its Facilities, or the property of the City or other persons in the Franchise Area, Avista may immediately proceed with excavation or other right-of-way work, with concurrent notice to the City to the extent possible. 3.6 Non-interference with Existing Facilities Avista shall have the discretion to determine the placement of its Facilities as may be necessary to provide safe and reliable Gas service within the Franchise Area, subject to the following non-interference requirements. All construction, installation, repair, relocation or maintenance of the Avista facilities, lines and appurtenances performed by Avista in, upon, over, under, along, and across the Franchise area subject to this Franchise shall be done in such a manner as not to interfere with the construction and maintenance of other utilities, 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, or property open to the public subject to this Franchise. 3.7 Notice of Intent to Cut If it should become necessary for Avista to cut or trim trees, bushes, foliage or such other vegetation written notification of intent to cut or trim vegetation shall be given to the City prior to said cutting and/or trimming; however, in the event of an emergency situation in which there is neither time nor the opportunity for Avista to notify the City and in which the public's health, safety and welfare are affected, Avista may cut and trim vegetation without prior notice to the City. Avista agrees to provide the City with written notice of the cutting and trimming of vegetation as soon as possible following said emergency cutting and/or trimming. 3.8 Supervision Whenever deemed necessary by the proper City authorities, the City shall have the right to appoint its engineer or a competent and experienced person to be superintendent and supervise the refilling or excavation made, and the expense of replacing or repairing of the portion of the public properties disturbed in the construction, installation, maintenance, repair or removal of Avista's gas system or Facilities shall be at the expense of Avista. 3.9 Failure, Refusal to Restore Should Avista fail or refuse to restore, replace, repair or remove any of its gas system or Facilities, or any City property, streets, roads, rights-of-way, other City property, or private property opened to the public to at least the same condition as existed immediately prior to excavation of such public and private properties within a reasonable period after completion of Avista's construction, laying, removing, installing, operating or maintenance the same may be restored by the City at the expense of Avista, upon presentation to Avista with reasonable documentation verifying the expenditures incurred. SECTION 4.0 RESERVATION OF CITY'S RIGHTS AND POWERS 4.1 Reservation of Right The City, in granting this Franchise, does not waive any rights which it may not have or may subsequently acquire with respect to road rights-of-way or other property of the City under this Franchise, and this Franchise shall not be construed to deprive the City of any such powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the City's roads, rights-of-way other public property, or private property opened to the public covered by this Franchise. Nothing in the terms of this Franchise shall be construed or deemed to prevent the City from exercising at any time any power of eminent domain granted to it under the laws of this State. 4.2 Necessary Construction/Maintenance by City The construction, operation and maintenance of Avista's Facilities authorized by this Franchise shall not preclude the City, its agents, its contractors, or sub-contractors from grading, excavating, or doing other necessary road work contiguous to Avista's Facilities, provided that Avista shall be given not less than ten (10) business days' notice of said work, and provided further that the City, its agents and contractors, shall be liable for any damages, including any consequential damages to third parties, caused by said work to any Facilities belonging to Avista. The prior notice requirement of this Article shall not apply with regard to normal street maintenance, including but not limited to necessary plowing and incidental construction or maintenance not otherwise affecting Avista's facilities. 4.3 Expansion of Avista's Facilities Facilities in the City's Franchise Area that are incidental to the Franchise Area, or that have been, or are at any future time acquired, newly constructed, leased, or utilized in any manner by Avista shall be subject to all provisions of this Franchise. 4.4 Change of Boundaries of the City Any subsequent additions or modifications of the boundaries of the City, whether by annexation, consolidation, or otherwise, shall be subject to the provisions of this Franchise as to all such areas. The City shall notify Avista of the scope of any change of boundaries not less than thirty (30) days prior to such change becoming effective or in accordance with applicable state laws. 4.5 Removal of Abandoned Facilities During the Term of this Franchise, or upon a revocation or non-renewal of this Franchise, the City may direct Avista to remove designated abandoned Facilities from the Franchise Area at its own expense and as soon as practicable, but only where such abandoned Facilities constitute a demonstrated threat to public health, safety and welfare. Avista shall not be required to remove, or pay for the removal of facilities it has previously abandoned to another franchisee, or utility under a joint use agreement, or person granted permission to access Avista's facilities, provided that Avista shall provide the City with notice of those facilities it intends to abandon. 4.6 Vacation of Properties by City If, at any time, the City 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 the reservation of a perpetual easement to Avista for the purpose of operating and maintaining Avista's Facilities on the affected property. The City shall, in its vacation procedure, reserve and grant said easement to Avista for Avista's Facilities and shall also expressly prohibit any use of the vacated properties which will interfere with Avista's full enjoyment and use of said easement. SECTION 5.0 RELOCATION OF AVISTA'S FACILITIES 5.1 Relocation of Facilities Requested by City Upon written request by the City, Avista shall relocate its Facilities as necessary within the Franchise Area as specifically designated by the City for such purpose. The City shall provide Avista reasonable written notice of any intended or expected requirement or request to relocate Avista's Facilities, but not less than ninety (90) calendar days prior to any such relocation except in cases of emergency or not otherwise reasonably foreseeable by the City. The City shall use reasonable efforts to cause any such relocation to be consistent with any applicable long-term development plan(s) of the City. In the event a relocation forces Avista off the City's existing public rights-of-way then the City shall make a reasonable effort to accommodate said relocation on alternative rights- of-way. If the City requires the subsequent relocation of any of Avista's Facilities within three (3) years from the date of relocation of such Facilities or installation of new Facilities, the City shall bear the entire cost of such subsequent relocation. Avista agrees to relocate all Facilities promptly within a reasonable time. Upon written notice from the City, the parties agree to meet and determine a reasonable relocation time, which shall not exceed the time normally needed for construction projects of the nature of the City's relocation request unless otherwise mutually agreed by the parties. Notwithstanding the above, Avista shall not be required to relocate facilities of other entities that were abandoned to another franchisee. Such relocation of these types of facilities shall be in accordance with Section 5.2 below. 5.2 Relocation of Facilities Requested by Third Parties City acknowledges that Avista is obligated to provide gas services and related line extension or relocation of Facilities for the benefit of its customers and to require compensation for such services on a non-preferential basis in accordance with applicable tariffs. If Facilities are to be relocated at the request of or for the primary benefit of a third party, the City shall not require Avista to relocate its Facilities until such time as the third party has entered into an agreement to reimburse Avista for its reasonable costs of relocation. 5.3 Availability of Other Funds In the event federal, state or other funds are available in whole or in part for utility relocating purposes, the City agrees to use reasonable efforts to apply for such funds, provided such funds do not interfere with the City's right to obtain the same or similar funds, or otherwise create any expense or detriment to the City. The City may recover all costs, including internal costs, including but not limited to attorney's fees and costs associated with obtaining such funds. SECTION 6.0 INDEMNITY 6.1 Indemnification of City Avista agrees to defend, indemnify and hold harmless the City, its appointed and elected or appointed officials and employees, representatives or agents, from any and all liabilities, claims, causes of action, losses, injuries, damages and expenses, including costs and reasonable attorney's fees, that the City may sustain, incur, become liable for, or be required to pay, as a consequence of or arising from the negligent acts or omissions of Avista, its officers, employees or agents, contractors, and/or sub-contractors in connection with Avista's obligations under this Franchise; provided, however, that this indemnification provision shall not apply to the extent that said liabilities, claims, damages, injuries and/or losses were caused by or result from the negligence of the City, elected or appointed officials and/or employees, representatives or agents. 6.2 Indemnification of Avista To the extent permitted by law, City agrees to defend, indemnify and hold harmless Avista, its officers and employees, representatives or agents, from any and all liabilities, claims, causes of action, losses, damages and expenses, including costs and reasonable attorney's fees, that Avista may sustain, incur, become liable for, or be required to pay, as a consequence of or arising from the negligent acts or omissions of the City, its appointed and elected officials and employees or agents, contractors, and/or sub-contractors in connection with City's obligations under this Franchise; provided, however, that this indemnification provision shall not apply to the extent that said liabilities, claims, damages, injuries, and/or losses and so forth were caused by or result from the negligence of Avista, its officers, and/or employees, representatives, or agents. SECTION 7.0 FRANCHISE DISPUTE RESOLUTION 7.1 Non-waiver Failure of a Party to declare any breach or default of this Franchise immediately upon the occurrence thereof, or delay in taking any action in connection therewith, shall not waive such breach or default, but the Party shall have the right to declare any such breach or default at any time. Failure of a Party to declare one breach or default does not act as a waiver of the Party's right to declare another breach or default. In addition, the pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a revocation and forfeiture for breach of the conditions of the Franchise and terminating this Franchise. 7.2 Dispute Resolution by the Parties Disputes regarding the interpretation or execution of the terms of this Franchise that cannot be resolved by department counterparts representing the Parties, shall be submitted to the City's Attorney and an attorney representing Avista for resolution. If a mutually satisfactory or timely resolution cannot then be reached by the above process, prior to resorting to a court of competent jurisdiction, the Parties shall submit the dispute to a non-binding alternate dispute resolution process agreed to by the Parties. Costs of said dispute resolution process shall be divided equally among the participating parties, with each party paying their own attorney's fees and costs incurred. 7.3 Right of Enforcement No provision of this Franchise shall be deemed to bar the right of the City or Avista to seek judicial relief from a violation of any provision of the Franchise to recover monetary damages for such violations by the other party or to seek enforcement of the other Party's obligations under this Franchise by means of specific performance, injunctive relief or any other remedy at law or in equity pursuant to Section 7.4. Any litigation between the City and Avista arising under or regarding this Franchise shall occur, if in the state court in Shoshone County, in a court of competent jurisdiction, and if in the federal courts, in the United States District Court for the District of Idaho in Coeur d'Alene, Idaho. 7.4 Attorneys' Fees and Costs Each Party shall pay for its own attorneys' fees and costs incurred in any dispute resolution process or legal action arising out of the existence of this Franchise. SECTION 8.0 GENERAL PROVISIONS 8.1 Forfeiture, Breach, Default If Avista shall knowingly or intentionally violate or fail to comply, breach or default in the terms or any of the provisions of this Franchise through willful failure to heed or comply with any of the terms, conditions or requirements set forth herein given to Avista under the provisions of this grant, then Avista shall forfeit all rights conferred hereunder and this Franchise shall be revoked or annulled by the City; provided, however, the City shall give (180) days, including weekends and holidays, prior written notice of its intention to revoke, annul or otherwise terminate this Franchise during which period Avista shall have a reasonable opportunity to remedy any breach, failure to comply or default. 8.2 Franchise as Contract, No Third Party Beneficiaries This Franchise is a contract between the Parties and binds and benefits the Parties and their respective successors and assigns. This Franchise does not and is not intended to confer any rights or remedies upon any persons, entities or beneficiaries other than the Parties. 8.3 Force Majeure In the event that Avista is delayed in or prevented from the performance of any of its obligations under this Franchise by circumstances beyond Avista's control (Force Majeure) including, without limitation, third party labor disputes, fire, explosion, flood, earthquake, power outage, acts of God, war or other hostilities and which could not be avoided by the exercise of reasonable due care then Avista's performance shall be excused during the period of the Force Majeure occurrence. Avista will use all commercially reasonable efforts to minimize the period of the disability due to the occurrence. Upon removal or termination of the occurrence Avista will promptly resume performance of the affected Franchise obligations in an orderly and expeditious manner. 8.4 Remedies to Enforce Compliance In addition to other remedies provided herein, the City reserves the right to pursue any remedy to compel or enforce Avista, its successor or assigns, to comply with the terms hereof and to furnish the service herein called for, and the pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a forfeiture for any reason herein stated. 8.5 Reservations The City reserves the right to adopt and enforce all necessary ordinances to control the performance of the conditions of this Franchise, including but not limited to, reasonable ordinances of a police nature in the exercise of its police powers in the interest of the public health, safety and welfare. The City shall have access at all reasonable times to any part of the plant, plants, facilities, operations and premises, of Avista to make inspections and tests that may be required in supervising the fulfillment by Avista of the terms of this Franchise in accordance with all jurisdictional laws, standards, operating procedures, and safety requirements. 8.6 Prior Franchises Superseded As of the Effective Date this Franchise shall supersede all prior gas franchises for the Franchise Area previously granted to Avista or its predecessors by the City, and shall affirm, authorize and ratify all prior installations authorized by permits or other actions not previously covered by franchise. Termination of the prior Franchise shall not, however, relieve the Parties from any obligations which accrued under said Franchise prior to its termination, including but not limited to, any outstanding indemnity, reimbursement or administrative fee payment obligations. 8.7 Severability The Franchise is granted pursuant to the laws of the State of Idaho relating to the granting of such rights and privileges by the City. If any article, section, sentence, clause, or phrase of this Franchise is for any reason held illegal, invalid, or unconstitutional, such invalidity shall not affect the validity of the Franchise or any of the remaining portions. The invalidity of any portion of this Franchise shall not abate, reduce, or otherwise affect any obligation required of Avista. 8.8 Changes or Amendments Changes or amendments to this Franchise shall be in writing signed by both parties and shall not be effective until lawfully adopted and published in the local newspaper of general circulation by the City and agreed to by Avista. 8.9 Supremacy and Governing Law This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Idaho. In the event of any conflict between this Franchise and any City ordinance, regulation or permit, the provisions of this Franchise shall control. In the event of a conflict between the provisions of this Franchise and Avista's applicable tariff on file with the Commission, the tariff shall control. 8.10 Headings The headings or titles in this Franchise are for the purpose of reference only and shall not in any way affect the interpretation or construction of this Franchise. 8.11 Acceptance of Franchise Avista shall, within thirty (30) days after passage of this Ordinance, file with the City Clerk, its acceptance of the terms and conditions of this Franchise. 8.12 Abandonment or Suspension of Franchise Rights andObligations Avista may at any time abandon the rights and authorities granted hereunder, provided that (180) days, including weekends and holidays, prior written notice of intention to abandon is given to City. In addition, pursuant to Section 8.9 and in the event a conflict exists between the terms of this Franchise and Avista's tariff with the Commission that cannot be resolved, Avista may suspend or abandon the rights and obligations of this Franchise upon (180) days, including weekends and holidays, notice to the City. 8.13 Binding upon Successors and Assigns All rights and privileges granted and duties, obligations imposed by this Franchise upon Avista shall extend to and be binding upon its successors, receivers, liquidators and/or assigns. 8.14 Strict Performance The failure of the City to insist upon strict performance of any of the covenants and conditions of this Franchise, or its exercise of any option herein conferred in any one or all instances shall not be construed to be a waiver or relinquishment of any such covenant or condition, but the same shall be and remain in full force and effect, unless such waiver is evidenced by the prior written consent of the City. 8.15 Franchise Effective Date This ordinance shall take full force and effect upon its passage, approval, and publication in one (1) issue of the Shoshone News-Press, a newspaper of general circulation within the County of Shoshone and is the official newspaper thereof, and provided that it has been duly accepted by Avista as specified above. SHO LEGAL 2956 AD# 265795 FEBRUARY 6, 2019

CITY OF WALLACE, IDAHO ORDINANCE NO. 2019-02 AN ORDINANCE GRANTING AVISTA CORPORATION, d/b/a AVISTA UTILITIES, A WASHINGTON CORPORATION, ITS SUCCESSORS AND ASSIGNS, THE NONEXCLUSIVE RIGHT, PRIVILEGE, AUTHORITY AND FRANCHISE TO LOCATE, CONSTRUCT, INSTALL, OWN, OPERATE, MAINTAIN, REPAIR, AND REPLACE POLES, ELEVATED AND UNDERGROUND WIRES, CABLES AND APPURTENANCES FOR THE TRANSMISSION, CONTROL AND DISTRIBUTION OF ELECTRICITY WITHIN THE CITY. Avista Corporation dba Avista Utilities ("Avista"), a Washington Corporation authorized to do business within the state of Idaho, has filed with the City of Wallace. State of Idaho (the "City") a written application for a renewal of its Franchise to locate, construct, operate and maintain poles, wires, underground cables and appurtenances over, under, along and across all of City's rights of way and public property in the City for the purposes of the transmission, control and distribution of electricity within the City; and the City has determined it is in the interest of persons and businesses in this jurisdiction to have access to Avista's services; WHEREAS, the City duly fixed the time and place for hearing said application and due and timely notice of said hearing on such application was given pursuant to statute and/or ordinance, and hearing on said application having been held as prescribed by law, and the City having been fully advised in the premises and having determined that it is in the public interest to grant such Franchise to Avista in the manner and according to the terms and condition herein set forth; NOW THEREFORE, the City of Wallace, Idaho, does hereby ORDAIN, that Avista, its successors and assigns, is hereby GRANTED a Franchise for the purposes identified below and subject to the following terms and conditions: SECTION 1.0 DEFINITIONS For the purposes of this Franchise the following terms, phrases, words and their derivations shall have the meaning given in this Section. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined shall be given their common and ordinary meaning. Avista: means Avista Corporation, dba Avista Utilities, a Washington corporation, and its respective successors and assigns, agents and contractors. City: means the City of Wallace, a political subdivision of the State of Idaho and a municipal corporation, and its respective successors and assigns. Commission: means the Idaho Public Utilities Commission or such successor regulatory agency having jurisdiction over investor-owned public utilities in the State of Idaho. Days: means regular business days, including regular business hours. Effective Date: means the date of the approval, passage and publication of this Ordinance, upon which the rights, duties and obligations of this Franchise shall come into effect, and the date from which the time requirement for any notice, extension and/or renewal shall be measured. Facilities: means, collectively, any and all electric transmission, and distribution systems and appurtenances owned by Avista, now and in the future in the Franchise Area, including but not limited to poles, towers, overhead and underground wires and cables, conduits, services, vaults, transformers, meters, meter-reading devices, fences, vehicular protection devices, communication and control systems and other equipment, appliances, fixtures, attachments, appurtenances and other items necessary, convenient, or in any way appertaining to any and all of the foregoing for the purposes of transmission, distribution, and control of electricity, whether the same be located above or below ground. Franchise: means the grant by the City of rights, duties, obligations, privileges and authority embodied in this Ordinance. Franchise Area: means the surface and space above and below all rights-of-way for: public roads, streets, avenues, alleys, bridges, tunnels, City-owned easements, and highways of the City, as laid out, platted, dedicated, acquired or improved within the present corporate limits of the City; *public roads, streets, avenues, alleys, bridges, tunnels, City-owned easements, and highways that may hereafter be laid out, platted, dedicated, acquired or improved within the present corporate limits of the City and as such limits may be extended by annexation or otherwise during the term of this Franchise; and *all City-owned utility easements dedicated for the placement and location of various utilities, provided such easements would permit Avista to fully exercise the rights granted under this Franchise within the area covered by the easement. *any other specifically designated City-owned property. Maintenance, maintaining, or maintain: means, without limit, repairing, replacing, upgrading, examining, testing, inspecting, and removing Avista Facilities, vegetation management, digging and excavating, and restoration of affected right-of-way surfaces. Parties: means City and Avista collectively. Party: means either City or Avista individually. Person: means a business entity or natural person. Right-of-way: means the surface of and the space along, above, and below any street, road, highway, freeway, bridge, tunnel, lane, sidewalk, alley, City-owned utility easement and/or right-of-way now or hereafter held or administered by the City within its corporate limits. State: means the State of Idaho. Tariff: means the rate schedules, rules, and regulations relating to utility service, filed with and approved by the Commission in effect upon execution and throughout the term of this Franchise. SECTION 2.0 GRANT OF FRANCHISE 2.1 Grant City hereby grants to Avista the right, duty, obligation, power, privilege and authority to enter upon all public or private property opened to the public roads, rights-of-way, streets, avenues, alleys, highways, public places or structures, bridges, tunnels, City owned easements lying within the Franchise Area to locate, construct, operate and maintain its Facilities for the purpose of controlling, transmitting and distributing electricity, as may be necessary to provide electric service to customers within the Franchise Area. The City hereby grants to Avista, its successors and assigns, the right, duty, obligation, power, privilege, authority and Franchise, to lay, locate, construct, install, own maintain, repair, replace, renew, remove, extend, equip, operate and use facilities or otherwise acquire, and own plants and works, and all necessary, or desirable appurtenances thereto, for the purpose of the transmission, distribution and sale of electricity, including but not limited to the right to operate an electric distribution system, in, under, upon, over, across and along the present and future public properties within the present or any, future corporate limits of the City for the purpose of transporting, distributing and selling electricity (with the right and privilege to make such connections with said wires as will enable Avista to supply electricity) for heating, lighting, power and any and all domestic, commercial and industrial purposes and other reasons and purposes in the City and to the City and its inhabitants, persons, firms, corporations, associates, municipal corporations, or political sub-divisions of the State of Idaho therein. 2.2 Effective Date This Ordinance shall be effective as of the date of approval, passage and publication as required by law. 2.3 Term The rights, privileges and Franchise granted to Avista will extend for a term of twenty-five (25) years from the Effective Date, and shall continue year-to-year thereafter, until it is otherwise renewed for another twenty-five (25) year term, or terminated by either Party, with not less than (180) days prior written notice to the other Party of said intent to terminate said Franchise. 2.4 Non-Exclusive Franchise This Franchise is not an exclusive Franchise. This Franchise shall not prohibit the City from granting other franchises within the Franchise Area that do not interfere with Avista's rights under this Franchise. City may not, however, award an Electric Franchise to another party under more favorable or less onerous terms than those of this Franchise without this Franchise being amended to reflect such more favorable or less onerous terms. This Franchise shall in no manner prohibit the City from granting other franchises of a like nature or franchises to other public or private utilities under, along, across, over and upon any of the City's roads, rights-of-way, or other property of the City subject to this Franchise and shall in no way prevent or prohibit the City from constructing, altering, maintaining or using any of said roads, rights-of-way, drainage structures or facilities, irrigation structure or facilities, or any other property of the City or affect its jurisdiction over such property to make all necessary changes, relocations, repairs, maintenance, insofar as the City may deem fit. 2.5 Notice of City's Intent to Compete with Avista In consideration of Avista's undertaking pursuant to this Franchise, the City agrees that in the event the City intends to engage in the business of providing Electric service during the life of this Franchise or any extension of this Franchise, in competition with Avista, the City will provide Avista with (180) days, including weekends and holidays, notice of such action. 2.6 Assignment of Franchise Avista shall have the right to assign its rights, duties, obligations, power, privileges, authority and benefits under this Franchise. Avista, its successors and assigns, shall have the right to sell, transfer or assign this Franchise upon prior written notice to the City sixty (60) days in advance of the date of any proposed transfer, with assignee agreeing to all terms and conditions of this Franchise. As permitted by federal and state law and Commission regulation, Avista shall have the right, without notice to or consent of the City, to mortgage or hypothecate its rights, duties, obligations, power, authority and benefits and privileges in and under this Franchise as security for indebtedness. All provisions, conditions, terms, regulations and requirements herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 2.7 Franchise Taxes, Fees and Costs Avista shall pay all permitting, license fees, costs and/or utility privilege taxes which it might be required to pay in connection with the issuance, maintenance, existence, continuation, or use of this Franchise, to the extent permitted by federal law or City ordinance now in effect or enacted during the term of this Franchise. The City reserves the right to designate the time and manner of payment of such fees, costs or taxes owed by Avista in connection with this Franchise. To the extent that any Franchise fees, taxes or other costs are imposed on Avista, City shall impose equivalent charges, fees, taxes or costs upon any other franchisee in a comparable business or otherwise competing with Avista. 2.8 Franchise Fee The City shall have the right during the term of this Franchise to unilaterally impose a 1% franchise fee for this Franchise. Said "franchise fee" shall be defined as: Avista shall pay to the City a sum equal to one-percent (1%) of its Gross Operating Revenue, which are hereby defined to mean all amounts of money which Avista receives or becomes lawfully entitled to less uncollectables for the sale of Electricity within the City. The City also has the right to increase its franchise fee up to three percent (3%), by obtaining approval of a majority of votes of the City voting on the question at an election held in accordance with Chapter 4, Title 50, Idaho Code. Any such vote to increase the franchise fee hereunder shall provide that the increased franchise fee will apply to any electric service provider (other than the City) who utilizes the City's streets, alleys or other public places to improve electric service within the City, during the term of this Franchise. SECTION 3.0 AVISTA'S OPERATIONS AND MAINTENANCE 3.1 Compliance with Laws, Regulations, Codes and Standards. In carrying out any authorized activities under the privileges granted by this Franchise, Avista shall meet accepted industry standards and codes and shall comply with all applicable laws, regulations and ordinances of any governmental entity with jurisdiction over Avista's Facilities in the Franchise Area. This includes all applicable, laws, regulations and ordinances existing as of the Effective Date or may be subsequently enacted by any governmental entity with jurisdiction over Avista's operations within the Franchise Area. The City shall have the right to make and enforce reasonable rules and regulations pertaining to the conduct of Avista's operations within the Franchise Area. Prior to the adoption of any new rule, procedure or policy, Avista shall be provided a written draft document for comment with a response period of not less than thirty (30) days. Service shall be supplied to the City and its inhabitants in accordance with Avista's rules and regulations and Tariffs currently or subsequently filed with and approved by the Commission. 3.2 Facility Location Information Avista shall provide the City, upon the City's reasonable request, Facility location information in electronic or hard copy showing the location of its Facilities at specific locations within the Franchised Area, to the extent such information is reasonably available. Avista does not warrant the accuracy of any such Facility location information provided and, to the extent the location of Facilities are shown, such Facilities may be shown in their approximate location. With respect to any excavations within the Franchise Area undertaken by or on behalf of Avista or the City, nothing stated in this Franchise is intended (nor shall be construed) to relieve either party of their respective obligations arising under the State one-call law with respect to determining the location of existing underground utility facilities in the vicinity of such excavations, prior to commencing work. 3.3 Vegetation Management - Trimming/Removal of Trees State law requires electric utilities to comply with the National Electric Safety Code, including the guidance in the Code for the trimming or removal of vegetation interfering or potentially interfering with energized power lines. The right of Avista to maintain its Facilities and appurtenances under this Franchise shall accordingly include the right, as exercised in Avista's professional discretion, to utilize an integrated vegetation management program to minimize the likelihood that vegetation encroaching (either above or below the ground) on Avista's facilities can lead to power outages and other threats to public safety and welfare. Avista or its agents may, without recourse or payment of compensation, inhibit the growth of, prune, or remove any trees and vegetation which overhangs or encroaches upon its Facilities and/or electric transmission and distribution corridors within the Franchise Area, whether such trees or vegetation originate within or outside of the Right-of-way. Nothing contained in this Section shall prevent Avista, when necessary from pruning or removing any trees which overhang the Franchise Area and may interfere with Avista's Facilities. 3.4 Right of Excavation For the purpose of implementing the privileges granted under this Franchise, and after any required notification is made to the City, Avista is authorized to make any reasonably necessary excavations in, under and across the streets, alleys, roads, rights-of-way and public grounds within the Franchise Area. Such excavation shall be carried out with reasonable dispatch and with as little interference with or inconvenience to the public as may be feasible. Avista shall remove all debris stemming from excavation and construction. The right-of-way surface shall be restored by Avista after excavation, in accordance with applicable City and Avista specifications. Whenever Avista, its successors or assigns shall excavate in or obstruct any of the streets, alley or rights-of-way of the City for the purposes aforesaid, the street(s), alley(s), or right of way surface shall be reasonably restored, by Avista and to standards mutually agreed upon by the City and Avista, as soon as feasible after work is completed. 3.5 Emergency Work In the event of an emergency requiring immediate action by Avista to protect the public health, safety and welfare, or for the protection of its Facilities, or the property of the City or other persons in the Franchise Area, Avista may immediately proceed with excavation or other right-of-way work, with concurrent notice to the City to the extent possible. 3.6 Non-interference with Existing Facilities Avista shall have the discretion to determine the placement of its Facilities as may be necessary to provide safe and reliable Electric service within the Franchise Area, subject to the following non-interference requirements. All construction, installation, repair, relocation or maintenance of the Avista facilities, lines and appurtenances performed by Avista in, upon, over, under, along, and across the Franchise area subject to this Franchise shall be done in such a manner as not to interfere with the construction and maintenance of other utilities, 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, or property open to the public subject to this Franchise. 3.7 Notice of Intent to Cut If it should become necessary for Avista to cut or trim trees, bushes, foliage or such other vegetation written notification of intent to cut or trim vegetation shall be given to the City prior to said cutting and/or trimming; however, in the event of an emergency situation in which there is neither time nor the opportunity for Avista to notify the City and in which the public's health, safety and welfare are affected, Avista may cut and trim vegetation without prior notice to the City. Avista agrees to provide the City with written notice of the cutting and trimming of vegetation as soon as possible following said emergency cutting and/or trimming. 3.8 Supervision Whenever deemed necessary by the proper City authorities, the City shall have the right to appoint its engineer or a competent and experienced person to be superintendent and supervise the refilling or excavation made, and the expense of replacing or repairing of the portion of the public properties disturbed in the construction, installation, maintenance, repair or removal of Avista's Electric system or Facilities shall be at the expense of Avista. 3.9 Failure, Refusal to Restore Should Avista fail or refuse to restore, replace, repair or remove any of its Electric system or Facilities, or any City property, streets, roads, rights-of-way, other City property, or private property opened to the public to at least the same condition as existed immediately prior to excavation of such public and private properties within a reasonable period after completion of Avista's construction, laying, removing, installing, operating or maintenance the same may be restored by the City at the expense of Avista, upon presentation to Avista with reasonable documentation verifying the expenditures incurred. SECTION 4.0 RESERVATION OF CITY'S RIGHTS AND POWERS 4.1 Reservation of Right The City, in granting this Franchise, does not waive any rights which it may now have or may subsequently acquire with respect to road rights-of-way or other property of the City under this Franchise, and this Franchise shall not be construed to deprive the City of any such powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the City's roads, rights-of-way other public property, or private property opened to the public covered by this Franchise. Nothing in the terms of this Franchise shall be construed or deemed to prevent the City from exercising at any time any power of eminent domain granted to it under the laws of this State. 4.2 Necessary Construction/Maintenance by City The construction, operation and maintenance of Avista's Facilities authorized by this Franchise shall not preclude the City, its agents, its contractors, or sub-contractors from grading, excavating, or doing other necessary road work contiguous to Avista's Facilities, provided that Avista shall be given not less than ten (10) business days' notice of said work, and provided further that the City, its agents and contractors, shall be liable for any damages, including any consequential damages to third parties, caused by said work to any Facilities belonging to Avista. The prior notice requirement of this Article shall not apply with regard to normal street maintenance, including but not limited to necessary plowing and incidental construction or maintenance not otherwise affecting Avista's facilities. 4.3 Expansion of Avista's Facilities Facilities in the City's Franchise Area that are incidental to the Franchise Area, or that have been, or are at any future time acquired, newly constructed, leased, or utilized in any manner by Avista shall be subject to all provisions of this Franchise. 4.4 Change of Boundaries of the City Any subsequent additions or modifications of the boundaries of the City, whether by annexation, consolidation, or otherwise, shall be subject to the provisions of this Franchise as to all such areas. The City shall notify Avista of the scope of any change of boundaries not less than thirty (30) days prior to such change becoming effective or in accordance with applicable state laws. 4.5 Removal of Abandoned Facilities During the Term of this Franchise, or upon a revocation or non-renewal of this Franchise, the City may direct Avista to remove designated abandoned Facilities from the Franchise Area at its own expense and as soon as practicable, but only where such abandoned Facilities constitute a demonstrated threat to public health, safety and welfare. Avista shall not be required to remove, or pay for the removal of facilities it has previously abandoned to another franchisee, or utility under a joint use agreement, or person granted permission to access Avista's facilities, provided that Avista shall provide the City with notice of those facilities that it intends to abandon. 4.6 Vacation of Properties by City If, at any time, the City 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 the reservation of a perpetual easement to Avista for the purpose of operating, and maintaining Avista's Facilities on the affected property. The City shall, in its vacation procedure, reserve and grant said easement to Avista for Avista's Facilities and shall also expressly prohibit any use of the vacated properties which will interfere with Avista's full enjoyment and use of said easement. 4.7 Pole Attachments by City City shall be permitted, upon reasonable notice to Avista to attach its traffic control fire and police communications signal cables to Avista's poles in the Franchise Area, provided that the City signs and meets all conditions of a Joint Use Master License Agreement ("Joint Use Agreement") with Avista. Per the Joint Use Agreement, Avista will not charge a pole rental fee for City's non-revenue producing pole attachments that are dedicated for the public's benefit. All pole attachments by the City are at the City's own risk and must be attached in strict accordance with standard safety practices, codes and Avista specifications. If there is not sufficient space available on Avista's structures such structures may be changed, altered, or rearranged at the expense of the City so as to provide proper clearance and capacity for City facilities. Such City facilities shall be subject to removal or repositioning by Avista at the City's expense to the extent necessary for utility worker safety and the proper construction, maintenance, operation or repair of Avista's Facilities and appurtenances. City assumes all responsibility for the installation and maintenance of City's facilities installed on Avista's Facilities. SECTION 5.0 RELOCATION OF AVISTA'S FACILITIES 5.1 Relocation of Facilities Requested by City Upon written request by the City, Avista shall relocate its Facilities as necessary within the Franchise Area as specifically designated by the City for such purpose. The City shall provide Avista reasonable written notice of any intended or expected requirement or request to relocate Avista's Facilities, but not less than ninety (90) calendar days prior to any such relocation except, in cases of emergency or not otherwise reasonably foreseeable by the City. The City shall use reasonable efforts to cause any such relocation to be consistent with any applicable long-term development plan(s) of the City. In the event a relocation forces Avista off the City's existing public rights-of-way then the City shall make a reasonable effort to accommodate said relocation on alternative rights-of-way. If the City requires the subsequent relocation of any of Avista's Facilities within three (3) years from the date of relocation of such Facilities or installation of new Facilities, the City shall bear the entire cost of such subsequent relocation. Avista agrees to relocate all Facilities promptly within a reasonable time. Upon written notice from the City, the parties agree to meet and determine a reasonable relocation time, which shall not exceed the time normally needed for construction projects of the nature of the City's relocation request unless otherwise mutually agreed by the parties. Notwithstanding the above, Avista shall not be required to relocate facilities of other entities that were abandoned to another franchisee. Such relocation of these types of facilities shall be in accordance with Section 5.2 below. 5.2 Relocation of Facilities Requested by Third Parties. City acknowledges that Avista is obligated to provide electric service and related line extension, relocation or conversion of Facilities for the benefit of its customers and to require compensation for such services on a non-preferential basis in accordance with applicable Tariffs. If Facilities are to be relocated at the request of or for the primary benefit of a third party, the City shall not require Avista to relocate its Facilities until such time as the third party has entered into an agreement to reimburse Avista for its reasonable costs of relocation. 5.3 Availability of Other Funds In the event federal, state or other funds are available in whole or in part for utility relocating purposes, the City agrees to use reasonable efforts to apply for such funds, provided such funds do not interfere with the City's right to obtain the same or similar funds, or otherwise create any expense or detriment to the City. The City may recover all costs, including internal costs, including but not limited to attorney's fees and costs associated with obtaining such funds. 5.4 Temporary Relocation of Facilities Requested by Third Parties At the request of any Person holding a valid permit or other written permission from the City, and upon reasonable advance notice and payment by the permit holder of Avista's expenses of such temporary change, Avista will temporarily raise, lower or remove its Facilities as necessary to accommodate a permittee of the City desiring to move over-sized structures or equipment along or across the Right-of-Way in the Franchise Area. 5.5 Conversion of Electric Distribution Facilities City, subject to applicable laws, rules, regulations and tariffs, may request that Avista convert from above ground to below ground wires, for the distribution of electricity underground after joint review with Avista and mutual agreement that such installation is feasible, practical and required for the public interest and safety. The incremental cost of such conversion of existing Facilities shall be borne and paid by the City or other party requesting the same, subject to law and such rules, regulations, and Tariffs of the Commission. It is expressly agreed by both Parties that this Section 5.5 does not apply to any conversion of transmission (69KV or above) infrastructure. SECTION 6.0 INDEMNITY 6.1 Indemnification of City Avista agrees to defend, indemnify and hold harmless the City, its appointed and elected or appointed officials and employees, representatives or agents, from any and all liabilities, claims, causes of action, losses, injuries, damages and expenses, including costs and reasonable attorney's fees, that the City may sustain, incur, become liable for, or be required to pay, as a consequence of or arising from the negligent acts or omissions of Avista, its officers, employees or agents, contractors, and/or sub-contractors in connection with Avista's obligations under this Franchise; provided, however, that this indemnification provision shall not apply to the extent that said liabilities, claims, damages, injuries and/or losses were caused by or result from the negligence of the City, elected or appointed officials and/or employees, representatives or agents. 6.2 Indemnification of Avista To the extent permitted by law, City agrees to defend, indemnify and hold harmless Avista, its officers and employees, representatives and agents from any and all liabilities, claims, causes of action, losses, injuries, damages and expenses, including costs and reasonable attorney's fees, that Avista may sustain, incur, become liable for, or be required to pay, as a consequence of or arising from the negligent acts or omissions of the City, its appointed and elected officials and employees or agents, contractors, and/or sub-contractors in connection with City's obligations under this Franchise; provided, however, that this indemnification provision shall not apply to the extent that said liabilities, claims, damages, injuries, and/or losses and so forth were caused by or result from the negligence of Avista, its officers, and/or employees, representatives, or agents. SECTION 7.0 FRANCHISE DISPUTE RESOLUTION 7.1 Non-waiver Failure of a Party to declare any breach or default of this Franchise immediately upon the occurrence thereof, or delay in taking any action in connection therewith, shall not waive such breach or default, but the Party shall have the right to declare any such breach or default at any time. Failure of a Party to declare one breach or default does not act as a waiver of the Party's right to declare another breach or default. In addition, the pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a revocation and forfeiture for breach of the conditions of the Franchise and terminating this Franchise. 7.2 Dispute Resolution by the Parties Disputes regarding the interpretation or execution of the terms of this Franchise that cannot be resolved by department counterparts representing the Parties, shall be submitted to the City's Attorney and an attorney representing Avista for resolution. If a mutually satisfactory or timely resolution cannot then be reached by the above process, prior to resorting to a court of competent jurisdiction, the Parties shall submit the dispute to a non-binding alternate dispute resolution process agreed to by the Parties. Costs of said dispute resolution process shall be divided equally among the participating parties, with each party paying their own attorney's fees and costs incurred. 7.3 Right of Enforcement No provision of this Franchise shall be deemed to bar the right of the City or Avista to seek judicial relief from a violation of any provision of the Franchise to recover monetary damages for such violations by the other party or to seek enforcement of the other Party's obligations under this Franchise by means of specific performance, injunctive relief or any other remedy at law or in equity pursuant to Section 7.4. Any litigation between the City and Avista arising under or regarding this Franchise shall occur, if in the state court in Shoshone County, in a court of competent jurisdiction, and if in the federal courts, in the United States District Court for the District of Idaho in Coeur d'Alene, Idaho. 7.4 Attorneys' Fees and Costs Each Party shall pay for its own attorneys' fees and costs incurred in any dispute resolution process or legal action arising out of the existence of this Franchise. SECTION 8.0 GENERAL PROVISIONS 8.1 Forfeiture, Breach, Default If Avista shall knowingly or intentionally violate or fail to comply, breach or default in the terms or any of the provisions of this Franchise through willful failure to heed or comply with any of the terms, conditions or requirements set forth herein given to Avista under the provisions of this grant, then Avista shall forfeit all rights conferred hereunder and this Franchise shall be revoked or annulled by the City; provided, however, the City shall give (180) days, including weekends and holidays, prior written notice of its intention to revoke, annul or otherwise terminate this Franchise during which period Avista shall have a reasonable opportunity to remedy any breach, failure to comply or default. 8.2 Franchise as Contract, No Third Party Beneficiaries This Franchise is a contract between the Parties and binds and benefits the Parties and their respective successors and assigns. This Franchise does not and is not intended to confer any rights or remedies upon any persons, entities or beneficiaries other than the Parties. 8.3 Force Majeure In the event that Avista is delayed in or prevented from the performance of any of its obligations under this Franchise by circumstances beyond Avista's control (Force Majeure) including, without limitation, third party labor disputes, fire, explosion, flood, earthquake, power outage, acts of God, war or other hostilities, and which could not be avoided by the exercise of reasonable due care then Avista's performance shall be excused during the period of the Force Majeure occurrence. Avista will use all commercially reasonable efforts to minimize the period of the disability due to the occurrence. Upon removal or termination of the occurrence Avista will promptly resume performance of the affected Franchise obligations in an orderly and expeditious manner. 8.4 Remedies to Enforce Compliance In addition to other remedies provided herein, the City reserves the right to pursue any remedy to compel or enforce Avista, its successor or assigns, to comply with the terms hereof and to furnish the service herein called for, and the pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a forfeiture for any reason herein stated. 8.5 Reservations The City reserves the right to adopt and enforce all necessary ordinances to control the performance of the conditions of this Franchise, including but not limited to, reasonable ordinances of a police nature in the exercise of its police powers in the interest of the public health, safety and welfare. The City shall have access at all reasonable times to any part of the plant, plants, facilities, operations and premises, of Avista to make inspections and tests that may be required in supervising the fulfillment by Avista of the terms of this Franchise in accordance with all jurisdictional laws, standards, operating procedures, and safety requirements. 8.6 Prior Franchises Superseded As of the Effective Date this Franchise shall supersede all prior electric franchises for the Franchise Area previously granted to Avista or its predecessors by the City, and shall affirm, authorize and ratify all prior installations authorized by permits or other actions not previously covered by franchise. Termination of the prior Franchise shall not, however, relieve the Parties from any obligations which accrued under said Franchise prior to its termination, including but not limited to, any outstanding indemnity, reimbursement or administrative fee payment obligations. 8.7 Severability The Franchise is granted pursuant to the laws of the State of Idaho relating to the granting of such rights and privileges by the City. If any article, section, sentence, clause, or phrase of this Franchise is for any reason held illegal, invalid, or unconstitutional, such invalidity shall not affect the validity of the Franchise or any of the remaining portions. The invalidity of any portion of this Franchise shall not abate, reduce, or otherwise affect any obligation required of Avista. 8.8 Changes or Amendments Changes or amendments to this Franchise shall be in writing signed by both parties and shall not be effective until lawfully adopted and published in the local newspaper of general circulation by the City and agreed to by Avista. 8.9 Supremacy and Governing Law This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Idaho. In the event of any conflict between this Franchise and any City ordinance, regulation or permit, the provisions of this Franchise shall control. In the event of a conflict between the provisions of this Franchise and Avista's applicable Tariff on file with the Commission, the Tariff shall control. 8.10 Headings The headings or titles in this Franchise are for the purpose of reference only and shall not in any way affect the interpretation or construction of this Franchise. 8.11 Acceptance of Franchise Avista shall, within (30) days after passage of this Ordinance, file with the City Clerk, its acceptance of the terms and conditions of this Franchise. 8.12 Abandonment or Suspension of Franchise Rights and Obligations Avista may at any time abandon the rights and authorities granted hereunder, provided that (180) days, including weekends and holidays, prior written notice of intention to abandon is given to City. In addition, pursuant to Section 8.9 and in the event a conflict exists between the terms of this Franchise and Avista's Tariff with the Commission that cannot be resolved, Avista may suspend or abandon the rights and obligations of this Franchise upon (180) days, including weekends and holidays, notice to the City. 8.13 Binding upon Successors and Assigns All rights and privileges granted and duties, obligations imposed by this Franchise upon Avista shall extend to and be binding upon its successors, receivers, liquidators and/or assigns. 8.14 Strict Performance The failure of the City to insist upon strict performance of any of the covenants and conditions of this Franchise, or its exercise of any option herein conferred in any one or all instances shall not be construed to be a waiver or relinquishment of any such covenant or condition, but the same shall be and remain in full force and effect, unless such waiver is evidenced by the prior written consent of the City. 8.15 Franchise Effective Date This ordinance shall take full force and effect upon its passage, approval, and in one (1) issue of the Shoshone News-Press, a newspaper of general circulation within the County of Shoshone and is the official newspaper thereof, and provided that it has been duly accepted by Avista as specified above. SHO LEGAL 2957 AD# 265801 FEBRUARY 6, 2019