20260813Reply Comments.pdf

JAMES BROWITT RECEIVED
Idaho State Bar No. 9016 AUGUST 13, 2026
Browitt Law Office IDAHO PUBLIC
1317 Prospect Ave. UTILITIES COMMISSION
Lewiston, ID 83501
Telephone: [phone]
Facsimile: [phone]
j browitt&browittlaw.c om
Attorney for Red Pheasant Holdings, LLC
BEFORE THE IDAHO PUBLIC UTILITES COMMISSION
IN THE MATTER OF THE Case No. RED-W-25-01
INVESTIGATION INTO RED
PHEASANT HOLDINGS, LLC'S COMMENTS FROM RED PHEASANT
RATES AND CHARGES FOR SERVICE HOLDINGS,LLC IN RESPONSE TO
PUC STAFF COMMENTS
Pursuant to the Notice of Modified Procedure issued on June 16, 2026 in the above-titled
case, Red Pheasant Holdings, LLC ("Red Pheasant"or"Company"), by and through James
Browitt, an attorney for Browitt Law Office, submits the following comments in response to
comments presented by the Commission Staff("Staff') of the Idaho Public Utilities Commission
("Commission") on July 23, 2026 ("Staff Comments").
As acknowledged in Staff Comments, p. 3, Red Pheasant is new to regulation and is still
adjusting to the procedures required of a Commission-regulated utility. This acclimation has
been additionally hindered by unanticipated circumstances—namely medical issues experienced
by H. William Hobbs, Jr., Red Pheasant's managing member and the designated responder in
this case, id., p. 2, and Red Pheasant's transition to new accounting software, which thwarted the
Company's efforts to timely respond to Staff s Production requests.Id., p. 3. While recognizing
that these shortcomings impeded Staffs ability to effectively assess Red Pheasant's financial
COMMENTS FROM RED PHEASANT HOLDINGS,LLC
IN RESPONSE TO PUC STAFF COMMENTS Page 1

viability and the reasonableness of its current rates, the Company offers the following comments
and supporting documentation regarding two aspects that distinctly influenced Staff s
recommendation to the Commission.
Operating Expenses: storage tank lease
Staff s determination that operating expenses should be decreased from Red Pheasant's
2024 income statement by $47,144, id., p. 7, is principally attributable to removal of the storage
tank lease from the calculation. That is an understandable notion, given that Red Pheasant was
unable to immediately submit documentation that lease payments were still being made during
the proposed test period, July 1, 2024 through June 30, 2025. Id., p. 3. Moreover, even if Staff
had been provided the original lease (see document attached hereto as Exhibit 1), which
commenced in 2018, it likely would have concluded that said lease's 60-month term expired
before the proposed test period began.
However, the original lease had been amended in February of 2020 to initiate a new 60-
month term, id., p. 9, that would have expired in February of 2025. Therefore, nearly $22,000—
or seven monthly payments of$3,125.41, id., p. 10—were made under the original lease during
the proposed test period.
Just prior to the lease's expiration date, Red Pheasant and the lessor, BancLeasing, LLC,
agreed to a three-month extension, which called for monthly payments of$2,497.00, or a total of
$7,491 over the extension period(see document attached hereto as Exhibit 2). This preceded
another amendment and extension(see document attached hereto as Exhibit 3), which the parties
executed on June 11, 2025. The latest extension calls for 60 monthly payments of$2,405.29,
with the first installment due on June 15, 2025. Accordingly, Red Pheasant made lease payments
totaling $31,774.16 during the proposed test period.
These lease payments will be a continuing operating expense through May of 2030, with
Red Pheasant remitting cumulative payments of 28,863.48 per fiscal year.
COMMENTS FROM RED PHEASANT HOLDINGS,LLC
IN RESPONSE TO PUC STAFF COMMENTS Page 2

Revenue: Staff recalculation based on 2024 test period
Staff s conclusion that Red Pheasant may have overearned during the 2024 test period,
Staff Comments, pp. 5, 15-16, is based on an anomaly; the income data from said test period
does not correlate with the Company's per-annum earnings over that same span. In reality, Red
Pheasant was playing catch-up on a significant billing backlog resulting from exigent
circumstances (see letter attached hereto as Exhibit 4).
Due to various complications related to infrastructure upgrades and repairs, among other
issues, Red Pheasant did not invoice customers between August of 2021 and February of 2023.
Id., p. 2. Consequently, the Company's 2024 income statement reflected earnings from two
years of service—24 months' worth of fixed and volumetric charges were billed during the July
2023-June 2024 period. Id., pp. 2-3. Fixed rates alone, at$16.50 per month for 168 connections
(Staff erroneously factored 175 connections, id., p. 4), accounted for$66,528 of Red Pheasant's
metered sales per its 2024 income statement, leaving $113,440 in revenue coming from
volumetric charges—again, over two years.
Assuming the figures depicted in the 2024 income statement were proportionately
generated, the Company's approximate earnings for the 2024 test period were $90,000, or
roughly $42,000 less than Staffs recalculation of test year revenue. Id., pp. 4-5. Contrary to
Staffs observations, these numbers suggest that Red Pheasant is underearning to the extent that
it is failing to meet its revenue requirement.
Summary
Red Pheasant acknowledges that its failure to fully comply with Production Requests
forced Staff to make certain assumptions or rely on dated information in the course of this
investigation. Given its accountability, the Company does not criticize the methods used or the
conclusions reached. Rather, this response and the accompanying documentation are offered to
provide clarification on two points that figured significantly into Staffs finding that Red
Pheasant's current rates are fair,just and reasonable. While the Comapny suspects that various
COMMENTS FROM RED PHEASANT HOLDINGS,LLC
IN RESPONSE TO PUC STAFF COMMENTS Page 3

determinations made by Staff were based on inadequate data or improperly applied metrics, at
this time it has only addressed matters for which it can provide factual support.
Considering the ongoing challenges Red Pheasant faces in adapting to existence as a
regulated utility, it asks the Commission's patience during this transitional period.
DATED this 131h day of August, 2026.
BROWITT LAW OFFICE
z A
James Browitt
Attorney for Red Pheasant Holdings, LLC
COMMENTS FROM RED PHEASANT HOLDINGS,LLC
IN RESPONSE TO PUC STAFF COMMENTS Page 4

EXHIBIT 1

Banc. ..
VL.; 1�1
IN
Officer's Certificate
.�
'skier,,ph ersigned,-a duly elected incumbent officer of BancLeasing, LLCTMP.
-
'he eby certifies that
co of this Master Lease A Bement 57157WA-006 dated June
�a - �t , PY gr
IN 7x�2 18 Is a true; correct and exact copy of the.original Master Lease Agreement and that'
tll rte lla.�e been no amendments or modifications to the Master Lease Agreement and none
wtlV made without the Bank's prior written approval'.
BancLeasing,LLC
B
n Curry
Assistant Secretary
660 N.Central Expressway
Suite 400
Plano,TX 75074
tel_(214)7.78-1840
fax-[phone]
www.bancleasing.com

y Caso Master Lease Agreement
Lease# 57157WA-006
LEAS E Date June 7,2018
Lessee: Billing Address(ifdifferent):
Name: Red Pheasant Holdings,LLC(hereinafter"Lessee")
Address: 1153 Harvest Moon Ln Address:
City,St Zip: Lewiston,ID 83501 City,St Zip:
Attn: Harry Hobbs Attn:
Phone#: [phone] Phone#:
Fax#: Fax#:
A. MASTER LEASE AGREEMENT TERMS AND CONDITIONS. Each lease("Lease')that is made and entered into pursuant to the terms of this Master
Lease Agreement("Master Lease Agreement"or"Agreement)consists of one or more acceptance certificate(s)("Acceptance Certificate(s)")that incorporate by
reference,the terms and conditions of this Master Lease Agreement.A schedule("Schedule")summarizes all of the facts and data of each Acceptance Certificate. The
terms and conditions of Section B of this Master Lease Agreement are incorporated by reference in each and every Lease.Lessor may,but shall not be obligated to
designate a unique transaction number("TA#")for each Schedule.Each Acceptance Certificate constitutes a separate obligation of the Lessee.This Master Lease
Agreement shall become effective upon its execution by the Lessor and shall remain effective until terminated by either party hereto upon ten(10)day's prior written
notice.At any time Lessor may,at Lessor's sole discretion,refrain from entering into a new Lease,provided however,that such action by Lessor shall not terminate
this Master Lease Agreement.Notwithstanding the termination of this Master Lease Agreement,all Leases shall remain in full force and effect and subject to the terms
of this Master Lease Agreement until the expiration of their respective term
B. LEASE TERMS AND CONDITIONS. The following terms and conditions shall be incorporated by reference in each and every Acceptance Certificate that
is made and entered into pursuant to this Master Lease Agreement:
1.LEASE. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor all items(collectively,the"Equipment')identified or described in
each Acceptance Certificate.The terms and conditions of this Master Lease Agreement are incorporated in each and every Acceptance Certificate.In the event of a
conflict between the Master Lease Agreement and any Acceptance Certificate or Schedule,the terms and conditions of the Acceptance Certificate shall prevail.If mote
than one Acceptance Certificate is executed in connection with a Lease,Lessor may determine in its sole and absolute discretion,which Acceptance Certificates will
apply to and be summarized on any Schedule.
2. EQUIPMENT ACQUISITION. Lessee requests that Lessor(a)order from the applicable vendor the Equipment described in any Lease,(b)arrange for delivery
of such Equipment to Lessee,(c)and pay for the Equipment. If Lessor has paid for all or any part of the Equipment and the Equipment is not delivered,assembled
or accepted by Lessee within sixty(60)days that Lessor orders the Equipment,Lessor will have the right to recover from Lessee all sums advanced together with
interest thereon at the highest rate allowed by law from the date that Lessor paid for the Equipment to the date that Lessee pays Lessor in full for the amounts
expended by the Lessor for the Equipment
3.WARRANTIES. LESSOR HAS NOT MADE AND SPECIFICALLY Certificates are summarized on a Schedule,the latest Acceptance Date of any
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, Acceptance Certificate summarized on a Schedule("Commencement Date').
EXPRESSED OR IMPLIED,AS TO ANY MATTER WHATSOEVER, Lessee shall pay Lease Payments in immediately available funds and in
INCLUDING, WITHOUT LIMITATION, THE QUALITY OR advance on the Commencement Date and on the same day of each
CONDITION OF THE EQUIPMENT,ITS MERCHANTABILITY OR consecutive month thereafter during the Base Temr,or any extension thereof.
ITS FITNESS FOR A PARTICULAR PURPOSE. REGARDLESS OF During the period from the Acceptance Date to the Commencement Date,
CAUSE,LESSOR IS NOT RESPONSIBLE FOR AND LESSEE WILL Lessee shall pay immediately upon Lessee's receipt of an invoice from Lessor,
NOT MAKE ANY CLAIM FOR DAMAGES, WHETHER an amount equal to the product of(x)1/360th of the annual Lease Payments
CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT. LESSEE multiplied by(y)the number of days that have elapsed or that will elapse from
HEREBY ACKNOWLEDGES THAT NEITHER THE SUPPLIER OF the Acceptance Date to,but not including,the Commencement Date. Each
THE EQUIPMENT NOR ANY SALES PERSON, EMPLOYEE OR remittance from Lessee to Lessor shall contain information as to the Lease
AGENT OF THE EQUIPMENT SUPPLIER IS LESSOR'S AGENT OR for which payment is made. Lessee agrees to lease from Lessor all upgrades,
REPRESENTATIVE AND HAS NO POWER OR AUTHORITY TO additions and'all replacement equipment (as hereinafter defined) of the
REPRESENT OR BIND LESSOR IN ANY WAY. Lessor will not be Equipment and make any adjustments to the Lease Payments,as necessary
liable for any loss,cost or damage to Lessee or others arising from defects, and applicable.At the expiration of the Base Term,or any extensions thereof,
negligence,delays,failure of delivery,interference with any patent,trademark, unless the Lease is temminated as provided herein,or unless the Equipment is
copyright or other intellectual property right or nonperformance of the purchased or returned by Lessee in accordance with Section 18 herein or any
Equipment.Lessee warrants to Lessor that(a)the Lessee is in good standing purchase option addendum attached hereto and incorporated herein, the
under the laws of the state of its formation and any state in which it conducts Lease shall automatically extend for one(1)year under the same terms and
business;(b)the person(s)executing this Master Lease Agreement and any conditions of the Base Term or any extension thereof. Lessee may terminate
Schedule(g) and/or Acceptance Certificate(s) on behalf of the Lessee is the Lease at the end of the Base Term or any extension thereof by providing
Lessee's authorized representative empowered to bind the Lessee.Lessee Lessor with written notice,in accordance with the notice requirements set
shall provide executed Certificate(s) of Incumbency evidencing such forth in Section 21 hereof,of its intent to terminate the Lease no less than
authorization,if so requested by Lessor;(c)this Lease does not violate any ninety(90)days prior to the expiration of the Base Term or any extension
other agreement(s)binding the Lessee;and(d)Lessee has furnished Lessor thereof
or the Equipment's supplier ("Supplier') the specifications regarding the 5. FINANCE LEASE,PURCHASE AND ACCEPTANCE OF THE
Equipment or the Lessee has selected the Supplier and has directed the Lessor
to acquire the Equipment in connection with the Lease. - EQUIPMENT. Lessee acknowledges and agrees that the Lease is a
"Finance Lease"as that term is defined in the Article 2A 103 of the Uniform
4.DURATION OF LEASE AND LEASE PAYMENTS. Lessee's Commercial Code("UCC'). Lessee acknowledges that(a)Lessor has not
obligation to pay lease payments("Lease Payments')will commence on the selected,manufactured,sold or supplied any of the Equipment,its supplies,
date set forth on each Acceptance Certificate("Acceptance Date)and shall service(s)or software;(b)Lessee has selected the Supplier and/or each item
continue through the last date of the Base Term,as hereinafter defined,or of Equipment,its supplies,service(s),software,and all other items related to
any extension thereof The base term of the Lease(`Base Terr'l shall be set the Equipment;(c)Lessee is responsible for all shipping costs and Equipment
forth on any Acceptance Certificate and shall be a date chosen by Lessor, installation and de-installation charges; (d) Lessor is purchasing or has
which shall commence no more than forty-five (45) days from (i) the purchased the Equipment solely in connection with this Lease. This Lease
Acceptance Date, or (ri) in the case where one or more Acceptance constitutes a"finance lease"within the meaning of Article 2A of the Uniform
Commercial Code,whether or not each requirement of the definition thereof
Page 1 of 4
A
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has been strictly or technically met.Lessor hereby notifies Lessee that Lessee
is entitled to the promises and warranties,including those of any third party, 10. TAXES. Lessee will pay all excise taxes,sales and use taxes,personal
provided to the Lessor by the entity supplying the Equipment in connection property taxes and all other taxes and charges which may be imposed by any
with or as part of the contract by which Lessor acquired the Equipment or governmental entity during the term of this Lease, arising from the
the right to possession and use of the Equipment.Lessee may communicate acquisition,use,ownership or leasing of the Equipment whether due before
with the Supplier and receive an accurate and complete statement of the or after termination of this Lease(all such charges collectively referred to as
promises and warranties,including any disclaimers and limitations thereof,or "Taxes'). Lessor shall file personal property tax returns with respect to the
remedies made by the Supplier.Lessee hereby appoints Lessor its attorney- Equipment directly with the taxing jurisdiction;provided,however,Lessee
in-fact to insert the Acceptance Date and the serial numbers of any shall remit to Lessor,in advance,the Taxes that Lessor estimates are due and
Equipment appearing on any Acceptance Certificate or Schedule. Such owing for the taxable year or immediately upon request from the Lessor or as
power-of—attomey is coupled with an interest and is irrevocable. otherwise directed by the Lesson The provisions of this Section 10 shall
survive termination of this Lease.
6.ADVANCE PAYMENT. Any advance payment(s) ("Advance
Payments)") set forth in an Acceptance Certificate shall be security for 11. INSURANCE. Lessee shall be responsible for all risk of loss to the
Lessee's performance under this Lease and,so long as Lessee is not in default Equipment from the time the Equipment leaves the Supplier's place of
under this Lease or any lease made pursuant to the Master Lease Agreement, business until it is returned to the location designated by the Lessor as
the Advance Payment(s)shall be used to pay the Lease Payment(s)numbers) provided for in Section 18 hereof. Prior to the time the Equipment leaves the
set forth on the related Acceptance Certificate. Lessor may, at its sole Supplier's place ofbusiness,Lessee shall provide and maintain from insurance
discretion,apply Advance Payment(s)to cure any default under this Lease or companies satisfactory to Lessor(A)property damage insurance against loss,
any lease made pursuant to the Master Lease. fire,theft,damage or destruction of the Equipment.,naming Lessor and its
assignees as the loss payee,in an amount which is the greater of(i)the then
7.UNCONDITIONAL LEASE. Lessee's obligation to pay Lease current full replacement value of the Equipment or(ri)the value set forth on
Payments is ABSOLUTE AND UNCONDITIONAL UNDER ALL the Acceptance Certificate as"Stipulated Loss Value"less the product of 15%
CIRCUMSTANCES WHATSOEVER and shall not be affected by,without of the Stipulated Loss Value multiplied by the number of anniversary dates
Imitation,any defect in condition,design,or operation of the Equipment,any (but not greater than four) elapsed since the Acceptance Date; and (B)
lack of maintenance or service for the Equipment,its supplies or software,or comprehensive general all-risk liability insurance including without limitation,
any setoff,counterclaim,defense or reduction which Lessee may have against product liability coverage, insuring Lessor, its assigns and Lessee,with a
Lessor or any other party. severability of interest endorsement or its equivalent,against any and all loss
or liability for all damages,either to persons or property,or otherwise,which
8. OWNERSHIP OF EQUIPMENT. Lessor is the owner of the might result,or happen in connection with the condition,use or operation of
Equipment and shall at all times retain title to the Equipment. Lessee will the Equipment,with such limits as are satisfactory to Lessor. Each policy
defend Lessor's title to the Equipment and will keep it free and clear of any shall expressly provide that said insurance as to Lessor and Lessor's assigns
and all claims,liens and encumbrances of any nature whatsoever and expressly shall not be invalidated by any act,omission or neglect of Lessee and cannot
authorizes Lessor or its assignee(s)to complete and file financing statements be cancelled or modified without thirty (30) days prior written notice to
reflecting the parties'interest in the Equipment. Lessee will obtain and Lessor or its assigns. As to each policy,upon request from Lessor or its
maintain all required,customary or appropriate licenses,titles,registrations assignee(s), Lessee shall immediately furnish to Lessor, a loss payable
and permits reflecting Lessor as owner. Although this Agreement is the endorsement,a certificate of insurance and/or copies of the insurance policies
standard form used by Lessor to lease hardware equipment to Lessee,Lessor from the insurer,evidencing the insurance coverage required by this Section
and Lessee acknowledge that,with respect to any software which may be 11 ("Valid Evidence'). Lessor shall have no obligation to ascertain the
included in the description and definition of Equipment('Software'),this Lease existence of or provide any insurance coverage for the Equipment or for
is a Finance Lease and a portion of Lessee's Lease Payment applicable to any Lessee's benefit.The insurance proceeds shall be the sole property of Lessor,
Software represents license fees which has been paid by Lessor to the Software and may, at Lessor's discretion, be used for any of the following. (i) to
vendor ('Vendor'). Neither Lessor nor Lessee have or were granted any reimburse Lessee for the cost of repair or replacement of the Equipment as
ownership or otherproprietary rights in the Software,and neitherpartypurports required in Section 13 hereof,or(ii)to pay any remaining obligations under
to transfer any such rights to the other hereunder. Lessee has only those rights this Lease,provided however,that if all such obligations are paid in full,this
in the Software that were granted to Lessee pursuant to the software license Lease will terminate and the terms and conditions of section 18 will apply to
agreement entered into directly between Vendor and Lessee("License').The such termination; or(iii)if Lessee is in default under the terms of this Lease,
terms of this Lease are applicable only as between Lessor(and any Assignee)and to pay any of Lessee's obligations under this Lease;provided however,that
Lessee. The terms of the License are applicable only as between Lessee and Lessor shall not be obligated to apply such insurance proceeds toward
Vendor,and Lessor does not assume and is not liable for any obligations under Lessee's obligations under the Lease and the application of such insurance
any of the provisions of the License. Lessee's Lease Payment obligation is proceeds by Lessor shall not waive or eliminate Lessor's default remedies
absolute and unconditional in all respects regardless of any problem Lessee may hereunder. In the event Lessee fails to procure the insurance required above,
have with the Software,any dispute Lessee may have with the Vendor,any prior to the commencement of this Lease or if Lessee fails to provide Valid
inability ofLessee to use the Software,or the exercise by Vendor of any remedies Evidence,or in the event Lessee fails to maintain the required insurance,
it may have pursuant to the License. Lessor may, but shall not be required to, and without notice to Lessee,
purchase such insurance and add the cost,including customary charges or fees
9. CARE, USE AND LOCATION. During the Base Term or any associated with the placement,maintenance or service of such insurance,to
extensions thereof, and at Lessee's sole expense, Lessee shall cause the the next monthly Lease Payment to become due hereunder and such charges
Equipment to be kept and maintained in accordance with the original shall constitute additions]Lease Payments. Lessor may terminate or allow to
Supplier's or approved maintenance provider's maintenance specifications. lapse any coverage obtained by Lessor without having any liability to Lessee.
Lessee shall keep and maintain the Equipment in like new condition,repair, Lessee hereby appoints Lessor as Lessee's attomey-in-fact to make a claim
and appearance, ordinary wear and tear excepted. Lessee shall use the for,receive payment of,and execute and endorse all documents,checks or
Equipment in the regular course of its business,and shall comply with all laws drafts for loss,theft, damage or destruction to the Equipment under any
and regulations relating to the Equipment and its use. Lessee will not modify insurance obtained by Lessee. Such power-of-attomey is coupled with an
the Equipment without the prior written approval of Lessor,except if such interest and is non-revocable.Notwithstanding whether the Equipment is
modification is made in accordance with the Supplier's specific lost,destroyed,damaged,stolen or whether insurance is in effect or a claim
recommendation. All alterations, additions, replacements and accessions pending thereunder, Lessee's obligation to pay Lease Payments is
made to or upon the Equipment shall immediately become Lessor's sole and ABSOLUTE AND UNCONDITIONAL UNDER ALL
absolute property.The Equipment shall at all times be deemed to be personal CIRCUMSTANCES WHATSOEVER and Lessee will continue to pay Lease
property. Lessee shall keep the Equipment at the location set forth in the Payments throughout the Base Term and any extension thereof.
Acceptance Certificate and shall not remove the Equipment under any
condition or circurnstance without Lessor's prior written approval,provided: 12. INDEMNITY. Lessee indemnifies and defends Lessor,its affiliates,
however,that under no circumstances shall the Equipment be moved outside their officers,agents and employees,assigns,successors,heirs and personal
the continental United States. Lessor or Lessor's representative shall have the representatives of Lessor against all loss,liability and expense, including,
right to enter Lessee's premises at all reasonable times to inspect the without limitation,all actual attorney's fees(including costs of a successful
Equipment. defense) from claims for negligence, tort, strict liability, bodily injury,
Pap a ors //)
Initials X b t

including death or property damage or for any alleged violation of rights of otherwise. Lessee will not(a)assert against any Assignee,any claims by way
others, including contract, patent, trademark, copyright or intellectual of abatement,defense,setoff,counterclaim,recoupment or otherwise which
property rights or for any alleged violation of any law; ordinance, rule, Lessee may have, (b) look to such Assignee to perform any of Lessor's
regulation, decree, or otherwise arising from or in any way related to the obligations hereunder or(c)terminate or attempt to terminate this Lease on
Equipment,supplies,software,the Lease or the Master Lease Agreement,or account of any default by Lessor or Assignee. Lessee acknowledges that a
otherwise, including, without limitation, the ownership, operation, transfer or assignment of this Lease will not materially increase or change its
manufacturing,maintenance or services of the Equipment. This provision obligations,burdens,duties or risks under this Lease. This Lease shall inure
shall survive expiration,assignment or termination of this`Lease or the Master to the benefit of and be binding upon the successors and assigns of the'
Lease Agreement. respective parties hereto and the heirs,executors and administrators of the
Lessee,if the Lessee is an individual,always providing that nothing contained
13. LOSS OR DAMAGE. Lessee shall bear all the risks of loss of and in this paragraph shall impair any of the provisions herein before set forth
damage to the Equipment from any cause and the occurrence of such loss or inhibiting assignment without written approval of Lessor.
damage shall not relieve Lessee of any obligation hereunder. In the event of
such loss or damage,Lessee shall immediately notify the Lessor in writing 16. DEFAULT. Any of the following events or conditions shall constitute
and,at the election of Lessor,shall;(a)place the same in like new condition an event of default hereunder; (a) Lessee fails to pay any Lease Payment
and working order,certified for original Supplier's maintenance and deliver hereunder when due;(b)Lessee fails to perform any covenant,in part or
to Lessor written confirmation thereof or; (b) replace the same with whole,herein;(c)Lessee becomes insolvent or makes an assignment for the
equipment having a fair market value at the expiration of the Base Term equal benefit of creditors or ceases conducting business as a going concern;(d)a
to or greater than the fair market value of the Equipment replaced, and receiver,trustee,conservator,or liquidator of Lessee is appointed with or
anticipated to have a fair market value that the replaced Equipment would without the application or approval of Lessee; (e) the filing by or against
have had at the end of the Base Term,and be the same manufacture,model Lessee of a petition under the United States Bankruptcy Code or any
and type and of at least equal capacity as that of the replaced Equipment amendment thereto;or under any other insolvency law or laws providing for,
("Replacement Equipment"). Lessor will remit to Lessee the proceeds of but not limited to,the relief of debtors or,(f)any representation or statement
insurance in an amount that is the lesser of()the actual cost of such repairs made or furnished to Lessor by or on behalf of Lessee which could prove to
or Replacement Equipment or(i)the insurance proceeds. The Replacement have been false,misleading or have a material effect on Lessee in any respect
Equipment shall be free and clear of liens and encumbrances and Lessee shall when made or famished; (g) Lessee dissolves liquidates, or suspends its
immediately deliver to Lessor,a bill of sale in a form satisfactory to Lessor business;(h)Lessee sells,transfers or otherwise disposes of all or a majority
containing serial number(s)of the Replacement Equipment that conveys the of its assets,except that Lessee may sell its inventory in the ordinary course
Replacement Equipment to Lessor. of its business;(i)Lessee enters into any merger,consolidation or similar
reorganization unless it is the surviving entity;6)Lessee transfers all or any
14. FEES, COLLECTION EXPENSES AND LATE CHARGES. substantial part of its operations or assets outside of the United States of
Lessee shall also pay to Lessor hereunder a reasonable,administrative fee(s), America; (k) Lessee changes its name or chief place of business,without
which shall cover, among other things, Lessor's administrative costs and providing Lessor at least thirty days prior written notice thereof,or p)when
expenses associated with the initial set-up,revisions,reporting and payment Lessor believes in good faith that the prospect for performance of the terms
of any taxes due hereunder,monitoring insurance coverage and termination and conditions of this Lease by Lessee or payment of the Lease Payments by
of the Lease. If any Lease Payment,tax payment or any other amount payable Lessee is impaired. As used in this Section 16,the term"Lessee"also
herein is not paid when due("Amount Due"),Lessor may elect for Lessee to includes any guarantor of all of Lessee's obligations hereunder.
pay on demand the following: (a) any collection agency fees and expenses
plus;(b) a late payment service fee equal to the greater of fifteen($15.00) 17. REMEDIES AND LIQUIDATED DAMAGES. If any event of
dollars or fifteen(15°/u)percent of the Amount Due for every month that the default exist-,in any of Lessee's obligations or covenants hereunder,Lessor
Amount Due remains unpaid.Lessor and Lessee agree that the fees set forth or Lessor's agent or assigns,at any of their sole discretion,may,at any time,
in this Section 14 are a reasonable approximation of the internal costs that do one or more of the following in any order and Lessee shall perform its
Lessor will incur as a result of Lessee's delay in paying such AmountDue plus; obligations imposed immediately thereby;(a)require Lessee to return to any
(c)interest at an interest rate that is the highest rate permitted by law("Late location designated by Lessor any or all Equipment that is the subject of this
Charge Rate")on such Amount Due for the period for which it is overdue; Lease;(b)repossess any or all Equipment wherever found;(c)sell any or all
(d) actual attorney fees and expenses. If Lessee fails to make any Lease Equipment at public or private sale, with or without advertisement or
Payment or fails to remit any other payment or perform any of its other publication,(d)re-lease or otherwise dispose of the Equipment,use,hold or
obligations under this Lease(including,without limitation,its agreement to keep it;(e)require Lessee to immediately pay to Lessor as liquidated damages
provide insurance coverage or pay taxes),Lessor may make such payment or ,with respect to any or all Equipment the sum of()all Lease Payments that
perform such agreement and the amount of such payment and the expense are then due and unpaid;(ii)the Present Value,as that term is defined in the
of Lessor shall be additional Lease Payments payable by Lessee on demand UCC, of the Lease Payments that are not then due but that will be due
by Lessor. Lessee shall pay to Lessor a charge of one hundred($100.00) throughout the remaining Base Term or any extension thereof("Remaining
dollars or,if less,the maximum amount permitted by applicable law for each Payments').The Remaining Payments shall be discounted in advance at an
check returned to Lessor unpaid in addition to any other fee provided for interest rate of Two Percent(2°/u) per annum. Lessee acknowledges and
herein for a delinquent Lease Payment. agrees that Two Percent(2/o)per annum is a commercially reasonable interest
rate and takes into account the facts and circumstances of the Lease at the
15. ASSIGNMENT. LESSEE SHALL NOT, DIRECTLY OR time it is entered into;(ri)the anticipated market value of the Equipment as
INDIRECTLY; (A) ASSIGN, SELL OR OTHERWISE DISPOSE OF of the end of the Lease and determined in a commercially reasonable manner
ANY LEASE OR ANY INTEREST TFIE,REIN OR THE EQUIPMENT by Lessor;(iv)all costs,expenses,damages,including,without limitation,any
OR ANY PART THEREOF OR; (B) SUBLEASE, CREATE, GRANT, collection agency and actual attorney's fees and expenses incurred in
ASSUME OR ALLOW TO EXIST ANY LIEN OR OTHER CLAIM TO connection with the enforcement of this Lease or any related document;and
THE EQUIPMENT OR ANY PART HEREOF.Lessor or any assignee (t)interest at the maximum rate permitted by the laws governing this Lease
hereof,may sell or grant a security interest in all or any part of Lessor's rights, on the total of all sutras due from time to time and on which interest has not
obligations, title or interest in the Equipment and rights, obligations or previously been charged,accruing from the date of the Lessee's default under
interest arising under this Lease or under the Master Lease Agreement or any the Lease and continuing until all such amounts are paid; Lessee
Lease Payment(s)or other amount payable under this Lease,to any entity acknowledges and agrees that the sum of the aforementioned amounts is
("Assignee")and in such event the Assignee shall have all of the rights,powers reasonable in light of the anticipated harm caused by the Lessee's default or
and remedies of Lessor hereunder. Lessee shall execute all documentation other act or omission;(f)cancel this Lease and all Leases under the Master
deemed necessary by Lessor, and/or any Assignee, to reflect Lessee's Lease Agreement;(g)sue to enforce Lessee's performance of its obligation
obligations under the Lease and/or Lessors or Assignee's interest in the Lease under this Lease or any other Lease under the Master Lease;and(h)exercise
and the Equipment Lessee agrees that after written notice by Lessor or any any other right or remedy then available to Lessor at law or in equity. Lessor
Assignee(which notice for the purpose of this Section 15 may be an invoice is not required to undertake any legal process or give Lessee any notice before
bearing Lessors or Assignee's name),Lessee shall pay all Lease Payments to exercising any of the above remedies. Lessee expressly waives all rights of
the party and to the location as directed by the Lessor or Assignee.Lessee notice prior to Lessor exercising such remedies and pursuing any and all legal
agrees to make all Lease Payments whether or not the Master Lease action(s)against Lessee. None of the above remedies is exclusive,and each
Agreement is terminated by operation of law,act of the parties hereto or is cumulative and in addition to any other remedy available to Lessor.Lessor's
Page 3 of 4
Initials X

exercise of one or more remedies shall not preclude its exercise of any other executing and filing financing statements prior to the execution of this Lease.
remedy at any time. No delay or failure on the part of Lessor to exercise any Lessee shall execute or obtain or deliver to Lessor,upon Lessor's request,
right or remedy hereunder shall operate as a waiver thereof nor as an such other documents as Lessor deems necessary or advisable for the
acquiescence in any default,nor shall any single or partial exercise of any right protection or perfection of this Lease and Lessor's rights hereunder and shall
preclude any other exercise thereof or the exercise of any other right at any pay all costs incident thereto. Lessee shall make available to the Lessor all
future and all Lessor's rights and remedies contained herein shall survive the financial statements and tax returns upon request. At a minimum,Lessee
termination of this or the Master Lease Agreement. Lessor shall not be agrees to provide Lessor such statements during the term of this Lease.
required to sell,re-lease or otherwise dispose of any Equipment prior to
Lessor enforcing any of the remedies described above. Lessor may sell or re- 20. ENTIRE AGREEMENT. This Agreement represents the final,
lease the Equipment in any manner it chooses,free and clear of any claims or complete and entire agreement between the parties hereto. There are no oral
rights of Lessee and without any duty to account to Lessee with respect or unwritten agreements or understandings affecting this Lease agreement,
thereto. the Lease or the Equipment.This Agreement may not be modified,rescinded
or altered except by a subsequent written document duly signed by an
18. END OF LEASE PROVISIONS. Upon the expiration of the Base authorized representative of each party,
Term or any extension thereof Lessee may,upon not less than(90)days prior
written notice to Lessor,either O terminate the Lease in accordance with the 21. MISCELLANEOUS.In the event any provision,in whole or in part,of
terms of the Lease and this Master Lease and return the Equipment,by this Lease shall be held by a court of competent jurisdiction to be invalid or
fulfilling the conditions set forth below,to a location designated by Lessor or unenforceable,the remaining provision(s),in whole or in part shall remain
(u)purchase the Equipment in accordance with the terms herein effective on and survive in full force and effect The provisions of this Lease shall be
the expiration date of the Base Term. If Lessee elects to return the binding upon and inure to the benefit of any successors or permitted assigns.
Equipment,at Lessee's sole expense,Lessee shall fulfill all of the conditions If a Lease or the Master Lease is signed by more than one Lessee,all Lessees
and requirements as follows: (a) cure any defaults then existing under the shall be jointly and severally liable for payment and performance of all of the
Lease,(b)place the Equipment in like new condition,ordinary wear and tear Lessee's obligations under this Lease. In the event an unauthorized party or
excepted,and if the Equipment is,required by the Supplier to be certified for parties execute the Master Lease Agreement,an Acceptance Certificate or a
re-sale or re-lease,cause the Equipment to be certified for maintenance by the Schedule,or represents that such party or parties has or had authority to bind
Supplier;(c)pay Lessor a restocking and disposition fee equal to Ten Percent the Lessee,then the Lessee shall be deemed to have authorized the execution
(10%)of the original cost of the Equipment;and(d)pay all unpaid Taxes. of such document and shall be unconditionally bound under the terms of the
After the Equipment has been returned to the Lessor, an audit will be Master Lease Agreement,the Acceptance Certificate or the Schedule,as the
performed and,if Lessee has failed for any reason to bring the Equipment to case may be. All notices permitted hereunder shall be effective (i) when
like new condition,ordinary wear and tear excepted,and pay all Taxes due delivered in person to the recipient of such notice;(u)when delivered to a
and owing on the Equipment,upon written notice by Lessor,Lessee shall delivery carrier and when the carrier obtains from the intended recipient the
immediately pay all costs incurred by Lessor to bring the Equipment to a Eke recipient's or recipient's agent's signature;(E)upon the date set forth on the
new condition and pay all Taxes. The provisions of the preceding sentence return receipt when such notice is deposited in the United States mail with
shall survive termination of the Lease. If the Lessee has provided Lessor with postage prepaid and sent certified mail return receipt requested;or(iv)sent
at least ninety(90)days advance written notice of its intent to purchase the via facsimile with evidence of a successful transmittal by the sender.
Equipment,upon Lessor's receipt of such written notice from Lessee,Lessor
shall, as soon as reasonably possible, notify Lessee of the Equipment's JURISDICTION. This Lease Agreement shall be binding when
accepted
purchase price,which shall be in Lessor's sole and absolute discretion based ccepted in writing by the Lessor. THE INTERPRETATION,
ENFORCEMENT, CONSTRUCTION, AND VALIDITY
upon Lessor's estimate of the then market value("Fair Market Value")of the S THIS
Equipment.Within five(5)business days of Lessor's notification to Lessee of LEASE AND ALL OF THE OTHER LEASE DOCUMENTS, AND
RIGHTS AND OBLIGATIONS
the Equipments Fair Market Value,Lessee s HEREUNDER AND THEREUNDER,notify Lessor whether or not ,SHALL THE PARTIES HERETO,
BY
it intends to purchase the Equipment for the Equipment's Fair Market Value. L
If the Lessee wishes to purchase the Equipment,it shall purchase,on an"as AND CONSTRUED IN ACCORDANCE WITHH GOVERNED THE INTERNAL is,where is"basis,all,but not less than all,of the Equipment on the date of LAWS OF THE STATE OF WA (WITHOUT REGARD TO
expiration of the Base Term by payment to Lessor,in good and immediately THE CONFLICT OF LAWS PRINCIPLES NCIPLES OF STATE),INCLUDING
available funds,of the aforesaid purchase price for the Equipment If Lessee ALL MATTERS OF CONSTRUCTION,ENFORCEMENT,VALIDITY
does not complete the purchase of the Equipment after notifying Lessor of AND PERFORMANCE,REGARDLESS OF THE LOCATION OF THE
its intent to do so,or does not return the Equipment after giving timely notice EQUIPMENT. With respect to any legal action commenced hereunder,
to terminate a Lease,Lessee shall pay Lessor,as liquidated damages and not Lessee hereby voluntarily consents to the exclusive jurisdiction of any Federal
as penalty,the sum of one years Lease Payments in addition to returning the or State Court located in the county of Spokane,State of WASHINGTON.
Equipment. Lessor and Lessee agree that the aforementioned liquidated Lessee expressly waives any right to a trial by jury.
damages are a fair and reasonable estimate of Lessors damages resulting from
Lessee's failure to purchase the Equipment. 23. STATEMENT OF PURPOSE.Lessee hereby warrants and represents
that all leased Equipment under this Lease Agreement will be used for
19. UCC FILINGS AND FINANCIAL STATEMENTS. Lessor and business purposes and not for personal,family or household purposes and
this Lessee acknowledges that Lessor has relied upon this representation entering
Lessee agree that a reproduction of ts Lease Agreement and its attachments
may be filed as a financing statement and shall be sufficient as a financing into this Lease Agreement.
statement under the UCC. Lessee hereby ratifies all action of the Lessor in
Lessor. BancLeasing,LLCTM Lessee: Red Pheasant Holdings,LLC
660 North Central Expressway,Suite 400
Plano,TX 75074
Tel.No:214-778-1840
Fax :[phone]
By: 6-14-18 By;X
Authorized 'gnature Date Authorized Signature Date
Pam Rogers H.William Hobbs
Name Name
Assistant Secretary angina Member
Title Title
Page 4 of 4

Ca
L'X _- a'
PUT ADDENDUM
This addendum"Addendum"is made to Schedule#1,dated June 7,2018 of Master Lease Agreement#57157WA-006
("Lease")between BancLeasing,LLCTM,Lessor,and Red Pheasant Holdings,LLC,("Lessee").
1. It is hereby agreed that upon the expiration of the Base Term of the Lease,Lessee shall purchase all of the
Equipment that is the subject of the above referenced Schedule. Lessee must purchase all,but not less than all,of the
Equipment for a total consideration of One Hundred Twenty Four Thousand Nine Hundred Fifty Six Dollars
and 10/100 ($124,956.10) which represents Fifty percent (50%) of the original cost of the Equipment. In addition
Lessee shall pay all applicable sales and other taxes upon such consideration and other unpaid taxes. Lessee and Lessor
hereby acknowledge that the foregoing represents a reasonable estimate of the market value of the Equipment at the end
of the Base Term of the Lease.
Lessee and Lessor hereby acknowledge that this Addendum has been agreed to and entered into simultaneously
with the Schedule and other supporting agreements and documents,if any, and is a material term of the overall lease
transaction.
2. THE INTERNAL REVENUE SERVICE REGULATIONS PROVIDE THAT A LEASE
CONTAINING A FIXED PURCHASE OPTION,AS CONTAINED IN THIS ADDENDUM,MAY NOT
QUALIFY AS AN "OPERATING LEASE". THE FINANCIAL ACCOUNTING STANDARDS BOARD
REQUIRES THAT THIS LEASE,AS AMENDED HEREBY,MAY BE REQUIRED TO BE TREATED
AS A CONDITIONAL SALE.
3. Notwithstanding any other provision of the Master Lease Agreement, the Acceptance Certificate or the
Schedule to the contrary, Lessee shall timely file directly with each governmental entity having jurisdiction over the
Equipment ("Govermmental Entity"), all reports or returns concerning the value, use, ownership or lease of the
Equipment,including without limitation,reports of excise taxes,personal property taxes and all other taxes and charges
(all such amounts are collectively referred herein as "Taxes"). Lessee will timely pay directly to the appropriate
Governmental Entity all Taxes unposed by each Governmental Entity during the term of this Lease,whether due before
or after termination of this Lease. If Lessee,in good faith,believes that the value of the Equipment or the amount of
Taxes determined or imposed are incorrect, Lessee shall comply with all requirements of any Governmental Entity
regarding filing of protests and shall tamely file all documents necessary to effectuate such protest. At the same time that
Lessee notifies any Governmental Entity of a protest,it shall notify Lessor of the same. If requested by Lessor,Lessee
shall immediately furnish Lessor proof of payment of Taxes. Lessee indemnifies and defends Lessor,its affiliates,their
officers, agents and employees,assigns, successors,heirs and personal representatives of Lessor against all loss,liability
and expense,including,without limitation, all attorney's fees (including costs of a successful defense) from claims for
unpaid Taxes and penalties thereon. The provisions of this Section 3 shall survive termination of this Lease.
Lessor: BancLeasing,LLC Lessee: Red Pheasant Holdings,LLC
660 North Central Expressway,Suite 400
Plano,TX 75074
Tel.[phone]
Fax[phone]
By: � ►` G By:
Name: Pam Rogers Name: H.William Hobbs
Title: Assistant Secretary Title: Managing Member
Date: 6-14-18 Date: OT��0/

Page 1 of 1
11 WashingtonTrust Bank
BEYOND MONEY
ACCEPTANCE CERTIFICATE
#1
EXECUTED IN COMPLIANCE WITH MASTER LEASE AGREEMENT#: 57157WA-006
Transaction#:WA-006-1 Schedule #1
Equipment Model Equipment Serial
Qty Type Number Description Number
LOCATION—1153 Harvest Moon Ln,Lewiston,Nez Perce County ID 83501
FIRST PAYMENT FOR-
1 NEW 64.62"X 17.54'CARBON STEEL POTABLE WATER STORAGE TANK
INCLUDING FITTINGS,ACCESSORIES
INSTALLATION
FRIEGHT
Base Term("Base Term")in months: 60
Acceptance Date: bi I I� LESSOR Initials:
Lease Payments are paid: Monthly
Amount of Each Lease Payment: $937.62 plus Tax,if applicable
Advance Payment: $1,875.24 (constituting an amount equal to the last 2 Lease Payments)
Stipulated Loss Value $82,471.03
End of Term Purchase Option As set forth in the Master Lease or Purchase Option Addendum,attached thereto and incorporated
therein.
LESSEE HEREBY AFFIRMS THAT EACH ITEM OF EQUIPMENT LISTED ABOVE HAS BEEN DELIVERED,IS WORKING SATISFACTORY AND
IS ACCEPTED FOR ALL PURPOSES OF THE LEASE.
ON THE ACCEPTANCE DATE SET FORTH ABOVE,THIS ACCEPTANCE CERTIFICATE BINDS LESSEE AND CONSTITUTES A SEPARATE
LEASE GOVERNED BY THE TERMS OF THE MASTER LEASE AGREEMENT.
LESSOR:B easing,LLC LESSEE: Red Pheasant Hol ' gs,LLC
By: By.
Name: PcllTl RCKJerS Name: .WilliamsHobbs
Title: Assistd11t Secretary Title: Managing Member

Page 1 of 1
wool
WashingtonTrust Bank
BEYOND MONEY
ACCEPTANCE CERTIFICATE
#2
EXECUTED IN COMPLIANCE WITH MASTER LEASE AGREEMENT#:57157WA-006
Transaction#:WA-006-1 Schedule#1
Equipment Model Equipment Serial
Qty Type Number Description Number
LOCATION—1153 Harvest Moon Ln,Lewiston,Nez Perce County ID 83501
SECOND PAYMENT FOR:
1 NEW 64.62"X 17.54'CARBON STEEL POTABLE WATER STORAGE TANK
INCLUDING FITTINGS,ACCESSORIES
INSTALLATION
FRIEGHT
Base Term('Base Tenn")in months: 60
Acceptance Date: LESSOR Initials:
Lease Payments are paid: Monthly
Amount of Each Lease Payment: 51,562.71 plus Tax,if applicable
Advance Payment: $3,125.42 (constituting an amount equal to the last 2 Lease Payments)
Stipulated Loss Value $137,451.71
End of Term Purchase Option As set forth in the Master Lease or Purchase Option Addendum,attached thereto and incorporated
therein.
LESSEE HEREBY AFFIRMS THAT EACH ITEM OF EQUIPMENT LISTED ABOVE HAS BEEN DELIVERED,IS WORKING SATISFACTORY AND
IS ACCEPTED FOR ALL PURPOSES OF THE LEASE.
ON THE ACCEPTANCE DATE SET FORTH ABOVE,THIS ACCEPTANCE CERTIFICATEBINDS LESSEE AND CONSTITUTES A SEPARATE
LEASE GOVERNED BY THE TERMS OF THE MASTER LEASE AGREEMENT.
LESSOR:Bancleasing,LL 'u LESSEE: Red Pheasant Holdings,LLC
By; Vv� �--� By; X
IV
Name: Pam Rogers Name: H.Williams Hobbs
Title: Assistemt Secretary Title: Managing Member

Page 1 of 1
Jill WashingtonTrust Bank
BEYOND MONEY
ACCEPTANCE CERTIFICATE
#3
EXECUTED IN COMPLIANCE WITH MASTER LEASE AGREEMENT#:57157WA-006
Transaction#:WA-006-1 Schedule#1
Equipment Model Equipment Serial
Qty Type Number Description Number
LOCATION—1153 Harvest.Moon Ln,Lewiston,Nez Perce County ID 83501
FINAL PAYMENT FOR:
1 NEW 64.62"X 17.54'CARBON STEEL POTABLE WATER STORAGE TANK
INCLUDING FITTINGS,ACCESSORIES
INSTALLATION
FRIEGHT
Base Term('Base Term")in months: 60
Acceptance Date: /2B ZO LESSOR Initials: e+�
Lease Payments are paid: Monthly iAy
Amount of Each Lease Payment: $625.08 plus Tax,if applicable
Advance Payment: $1,250.16 (constituting an amount equal to the last 2 Lease Payments)
Stipulated Loss Value $54,980.68
End of Term Purchase Option As set forth in the Master Lease or Purchase Option Addendum,attached thereto and incorporated
therein.
LESSEE HEREBY AFFIRMS THAT EACH ITEM OF EQUIPMENT LISTED ABOVE HAS BEEN DELIVERED,IS WORKING SATISFACTORY AND
IS ACCEPTED FOR ALL PURPOSES OF THE LEASE.
ON THE ACCEPTANCE DATE SET FORTH ABOVE,THIS ACCEPTANCE CERTIFICATE BINDS LESSEE AND CONSTITUTES A SEPARATE
LEASE GOVERNED BYTHE TERMS OF THE MASTER LEASE AGREEMENT.
LESSOR:BgLeasing,IMCIrm LESSEE: Red Pheasant Hollings C
By: a_ YT[ By:
U IF
Name: Pam Rogers Name: H.William Hobbs
Tide: Assistant Secretary Title: ManaWng Member

Page 1 of 1
WashingWnTrust Bank
BEYOND MONEY
SCHEDULE
1
MADE IN COMPLIANCE WITH MASTER LEASE AGREEMENT#:57157WA 006
T.A. #:WA-006-1
Equipment Model Equipment Serial
Qty Type Number Description Number
As set forth on each Acceptance Certificate that is summarized by this Schedule.
Number of Acceptance Certificates summarized by this Schedule: 3
Base Term in months: 60
Lease Payments are paid: monthly
Amount of Lease Payment: $3,125.41 plus Tax,if applicable
Advance Payment: $6,250.82(constituting an amount equal to the last 2 Lease Payments)
Stipulated Loss Value(s): $274,903.42 (The Aggregate of the Stipulated Loss Value(s)set forth on each Acceptance Certificate that is
summarized on this Schedule).
End of Term Purchase Option: As set forth in the Master Lease or Purchase Option Addendum,attached thereto and incorporated
therein.
THIS SCHEDULE CONSOLIDATES AND INCORPORATES BY REFERENCE THE FACTS AND DATA OF EACH ACCEPTANCE CERTIFICATE
THAT IS RELATED TO AND ASSOCIATED WITH THIS SCHEDULE AS IDENTIFIED ABOVE. WHEN EXECUTED BY THE LESSEE,THIS
SCHEDULE SHALL BE THE LEASE OF THE EQUIPMENT IDENTIFIED ON THE ACCEPTANCE CERTIFICATE(S),IS GOVERNED BY THE
TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT 57157-WA-006 AND SHALL BE BINDING-UPON AND ENFORCEABLE AGAINST
- - LESSEE IN THE SAME MANNER AS EACH ACCEPTANCE CERTIFICATE(S).
Multiple Counterparts. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall
constitute one and the same instrument.
LESSOR: BancLeasing,LLCTM LESSEE: Red Pheasant Holdings,LLC
By; �ann�� � By. X 2. 'am
Name: Pahl RogerSName: Hobbs
Tide: Assistant Secretary
Title:Managing Member

77
I L E , So Ei
INCUMBENCY CERTIFICATE
I, (officer w1jo did NOT execute the Lease documentation) DO
HEREBY CERTIFY(a) that I am the (title) of Red Pheasant Holdings,
LLC, a corporation duly organized and validly existing under the laws of the State of Idaho and that
as such officer I have access to true,and correct copies of the original books and records of said
Corporation and am authorized to make and deliver this certificate; (b) that the officer who
executed the Lease documentation named below holds the position in said Corporation set forth
opposite his/her name and has authorization to execute and deliver all necessary documents,
agreements and instruments related to and including Master Lease Agreement #57157WA-006,
dated June 7,2018,between BancLeasing,LLCTM,and said corporation;and(c) that the following
is the signature of said officer,to wit:
NAME TITLE SIGNAT/U�RE
H. Williams Hobbs Manning Member "
(Print name of officer executing lease documentation) n�
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the seal of said Corporation
this day of )2018.
OFFICER SIGNATURE:
(Must be signed by the Officer whose
name appears at top of form)
TITLE:
(Please affix corporate seal above)

EXHIBIT 2

� CashFlow
���� Washin onTrust Bank BEYOND MONEYQLFASE
"Thursday,February 20,2025
Justin Goodwin
Re:Red Pheasant Holdings,LLC
Dear Justin:
I appreciate the information you have provided and we are pleased to provide you with the following lease
proposal. This proposal is subject to final credit approval and assumes use of our standard documentation.
Unless previousl),extended in writing this proposal will expire in 30 days from today's date. All pricing is net
of taxes.
Lessee: Red Pheasant I loldings,LLC
Lessor: BancLeasing,LLC and/or its Assigns
Lquipment Type: Water Tank
Equipment Cost: $124,292.14
Base Lease Commencement: 1st of the month following total equipment installation&acceptance
Payments Due: In advance(1st of the month)
Purchase Option: $1.00
Base Lease Term: 3 Months
Monthly Payments: $2,497(plus tax,if applicable)
Documentation Fee: $350
Interim Rent: Interim rent will be charged at a daily rate of.0263889%from the date of
any/all progress payments made to vendors until the Commencement Date
of the lease.
Lease Rate Adjustment: The lease payment is fixed from the Commencement Date to the end of the
initial lease term. It may be adjusted on the Commencement Date to reflect
any upward change from the date of this proposal by the Federal Home
Loan Bank three year amortized rates.
Lease Accounting: The lessee and/or its accountants are responsible for determining Lessee's
accounting treatment of any lease schedule,including lease classification
and tax treatment.
Thank you for the opportunity to work with you. Please do not hesitate to contact me should you have any
rRichardD.
f you need additional infor tion.
Agreed To&Accepted By:
cc: Red Pheasant Holdings,LLC
cAccLeeount
y�jJ
Senior Account Executive Signature: �f `
PII: 214-778-1842 Name: � V1
rleeabancleasingcoin -y,JJ n
Title
'roll Free:[phone] Exl.1847 Direct/Fax:[phone]

EXHIBIT 3

Docusign Envelope ID:D6CBEE36-056A-47EF-80E3-554B504844B0
AMENDMENT AND EXTENSION
AMENDMENT AND EXTENSION NO. l
Effective as February 1,2025(the"Effective Date")
to Schedule Number I
to Master Lease Agreement#57157WA-006 dated June 7,2018
Between Red Pheasant Holdings,LLC as Lessee
And BancLeasing LLC,as Lessor
(collectively the"Schedule")
WHEREAS, Lessor and Lessee hereby desire to extend the term of Schedule Number I to the Lease Agreement dated
June 7,2018 as to the equipment described on Exhibit A hereto(the"Equipment")beyond the date that Lessee could,by
due written notice tendered to Lessor in the absence of a Lessee default,terminate the Schedule;
WHEREAS, Lessor and Lessee desire to extend the term of the Schedule pursuant to the terms and provisions of this
Amendment and Extension No. l;
NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, Lessor and Lessee
hereby agree to amend the Schedule as follows:
1) The term of the Schedule is extended and renewed for a period of Sixty-Four(64)months,commencing February
I,2025 and extending through May 15,2030(the"Renewal Term");
2) The monthly rentals for the Schedule shall be:
$0.00 due on February 1,2025
$2,497.00 due on March 24,2025
$2,497.00 due on April 28,2025
$2,497.00 due on May 30,2025
$2,405.29 due on June 15,2025 on the same day of each month thereafter to and including
May 15,2030(60 months total)
3) Lessee represents and covenants that:
(a) the Equipment extended hereunder is located at the address(es) listed on Exhibit A hereto and such
Equipment is accurately described on Exhibit A hereto;
(b) the Equipment has been properly maintained during the term of the Lease in accordance with the Lease
and is free of all liens or encumbrances except those created or granted by Lessor;
(c) it has performed each and every material obligation and covenant that it has been required to perform
in accordance with the Schedule and the Master Lease Agreement dated June 7,2018 between Lessor
and Lessee(the"Lease"),
(d) as of the date hereof,it reaffirms for Lessor's benefit all of its representations,covenants and warranties
contained in the Lease.
4) The terms and conditions of the Lease,the Schedule and any and all related documents are incorporated herein
and shall remain in full force and effect and shall govern the Schedule for the entire Renewal Term, and any
extended term thereof,except for those express provisions of the Schedule which are amended herein.Nothing
contained herein shall amend,alter,nullify or void any terms or provisions of the Lease.
5) Upon expiration of the Extended Term and full payment of all Monthly Rentals due under the Extended Term
by Lessee, Lessor shall transfer automatically,without any further action by Lessee and without any additional
Rental being paid by Lessee all of its right,title, and interest in and to such Extended Equipment. On the last
day of the Extended Term the Extended Equipment shall be deemed to have been sold to Lessee on an "AS IS
WHERE IS BAST S." Lessor shall warrant that title and Equipment is free and clear of all liens and encumbrances
arising by or through the Lessor,except for any taxes or other impositions for which Lessee is obligated to pay
under the Lease. Lessor,within ten(10)business days shall provide Lessee with a Bill of Sale following Lessee's
payment of the last Rental Payment due under the extended term of the Extension Term.
6) The provisions of this Amendment and Extension No. I may only be amended or modified in written form
executed by a duly authorized signator of both Lessor and Lessee.
6/11/2025
Agreed this x day of June,2025.
LESSOR: BancLeasing, LLC LESSEE: Red Pheasant Holdings, LLC
By:
�, EtA;� ojf,u gk (to-ffis1/2025
Title: ��y Title: Managing Member

EXHIBIT 4

Red Pheasant Water Company
1065 Harvest Moon Ln.
Lewiston, ID 83501
208-790-2543
[e-mail]
Red Pheasant Water System Update --- Feb 2023
Greetings everyone. Sorry for the delay in getting updates, and more importantly, water bills out in a
timely manner. We have been under pressure on many time sensitive projects, as well as upgrades and
repairs, which have been severely hindered by shortages of materials and labor. At this time, we are starting
to pick up on billing where we left off. The bills will be staggered with high usage months being billed on a
monthly basis, and lower usage months being billed on bi monthly, quarterly schedules, and one quad month
billing period as our reading schedules allow. There is always a chance of non-reading months happening in
winter, due to weather. Some have asked for different billing options whether it is to the current time frame,
as described above or for larger billing periods, etc. I am more than happy to work with you on whatever
payment schedule would fit your needs best.
At this time we have approximately 90 meters switched over to the automatic system. This is a
significant help in time savings and data entry, but unfortunately, meters are almost a year out on delivery to
complete the total switchover. We still have approximately 15-20 meters on hand that we are switching out as
some of the older meters fail, so those meters will be slowly installed on non-emergent basis. We will always
keep some on hand for replacements, as needed.
As most of you know, we are dealing with the issue of the VFD failure. The VFD, or variable frequency
drive, is the brain for the main booster pumps. The main booster pumps consist of 4-20hp pumps which this
controller directs. We started to get some indication that this drive system was faulting in early September
and we had a replacement specified and ordered by the end of September. The ship date at that time was
January 4t". We had total failure on January 17t" and the updated ship time was rescheduled until February
24t". As of this morning the company says the 24t" is still what they are being told. We will keep our fingers
crossed. Some of you have asked about keeping a replacement for this, unfortunately it is not feasible to do
so, as it is a computer base part, so it would be obsolete in 7 years and the cost of this replacement part is
over $40,000. We do keep spare motors and pump parts that don't change with technology, but not computer
related parts. The main issue that I do not like is that we don't have the backup generator supply to the
backup booster station. This means that during any power failure within the community and we lose all water
pressure. I have made arrangements if something like this does happen, between LOID, Lewiston, and our
valley fire departments, that we will be able to secure water for fire suppression efforts. This isn't an issue
unless power is lost though. The improvements that we made, and completed this fall, with our reservoir 3 is
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that we will be able to add an addition onto our current main building and are all ready to bolt in another
BoosterpaQ booster pump system for more redundancy in our system.
This past year we have replaced the smaller backup booster pump, with minor modifications. We have
added venting to our buildings at the request of IDEA for chlorine storage. We reroofed two of our
pumphouses. We continue to monitor our water sampling as directed by IDEA. The Public Utilities Commission
(PUC) contacted us and are going to be the regulatory agency setting our rates from here out. This entails me
getting over 25 years of data pulled together for them to review, create schedules, etc to determine the rates.
Unfortunately, we were the first of a handful of systems in this region to be contacted for this.
Attached to this mailing is a new contact information sheet that I would like to have on file for
everyone. I need this to build an emergency contact information list to be able to contact you if a catastrophic
event happens and to know what your billing preferences are. Please fill this out, it will not be shared with
anyone or any entity. With the rising rates of postage, I would encourage you to utilize the payment drop box
if you are sending checks or correspondences. This box is located on Red Pheasant Blvd next to the trailhead.
As always, electronic options are available too.
I am running at about 50% of my current ability, as I have lost a majority of the vision in my right eye
and will need surgery to correct, hopefully before summer. Please feel free to reach out to me with any
questions or issues. We can explain things in more detail or make arrangements as necessary. Below is a
breakdown of the payment schedule as it will be implemented. Again, you can pay more towards the balances
owed and it will show on your statements. We should have everyone back to the normal billing schedules by
the middle of next year. If by chance you pay ahead of the schedule, that amount will credit towards your
account and will get you back on a normal schedule quicker. I hope everyone is having a good winter, as we
have been pretty lucky so far. Take care and thanks for your patience.
Billing Schedule
Billing Month Months Billed
Feb. 2023 Aug. 2021
March 2023 Sept. 2021
April 2023 Oct., Nov., and Dec. 2021
May 2023 Jan., Feb., March, and April 2022
June 2023 May and June 2022
July 2023 July 2022
August 2023 Aug. and Sept. 2022
Sept. 2023 Oct. and Nov. 2022
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Billing Month Months Billed
Oct. 2023 Dec. 2022, Jan., Feb. 2023
Nov. 2023 March and April 2023
Dec. 2023 May and June 2023
Jan. 2024 July 2023
Feb. 2024 Aug. 2023
March 2024 Sept. 2023
April 2024 Oct., Nov., and Dec. 2023
May 2024 Jan., Feb., and March 2024
June 2024 April, May, and June 2024
Bill Hobbs—Operator
DWD1 — 15413
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Red Pheasant Water Contact Information 2023
Name:
Address:
Phone: Cell Phone:
Email:
Would you like your invoices emailed? Yes No
Would you like online payment options? Yes No
(if so, an email address may be required)
Please return either by email, mail, or the dropbox. Thanks
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