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HomeMy WebLinkAbout20261026Tariff Advice No. INT-TAG-26-04 - Proposed Revisions.pdf I.P.U.C. Gas Tariff Rate Schedules Sixteenth Revision Sheet No. 15 ( Page 1 of 1) Name Intermountain Gas Company of Utility y Rate Schedule FT FRANCHISE FEE/TAX ADJUSTMENT APPLICABILITY: To all charges for natural gas service rendered within the jurisdiction imposing a fee, tax, or charge as provided in Section A, paragraph 4.4 of the Company's General Service Provisions. ADJUSTMENT: The rates and charges shall be increased by an adjustment equivalent to the amount of the charge imposed by the jurisdiction. The following cities charge a 3% franchise fee: CITY ORDINANCE NO. CITY ORDINANCE NO. Aberdeen 351 Kuna 2023-05 American Falls 628 Lava Hot Springs 2025-007 Ammon 463 Lewisville 2025-2 Arimo 4 Malta 28 Bancroft 312 McCammon 536 Basalt 125 Menan 396 Bellevue 2025-05 Meridian 26-2123 Blackfoot 2140 Middleton 532 Boise 7-26 Montpelier 690 Buhl 981 Mountain Home 1064 Burley 1210 Murtaugh 24-02 Caldwell 3036 Nampa 4949 Chubbuck 849 New Plymouth 170 Declo 223 Parker 72 Eagle 715 Parma 579 Emmett 02025-05 Paul 2026-1 Filer 649 Payette 1575 Firth 131 Pocatello 3179 Fruitland 358 Rexburg 954 Garden City 1066-26 Rigby 2015-576 Georgetown 116 Ririe 136 Glenns Ferry 25-615 Rupert 26-501 Gooding 733 St. Anthony 01-04 Grace 2016-1 Shelley 668 Greenleaf 84 Shoshone 574 Hailey 1355 Soda Springs 721 Hansen 232 Star 66 Heyburn 581 Sugar City 3692021 Homedale 345 Sun Valley 514 Idaho Falls 3052 Twin Falls 0-2025-019 Inkom 25-278 Ucon 196 Iona 319-04-25 Weiser 957 Jerome 1245 Wendell 493 Ketchum 1263 Wilder 365 Kimberly 688 Issued by: Intermountain Gas Company By: Michael Parvinen Title: Director—Regulatory Affairs I.P.U.C. Gas Tariff Rate Schedules IDAHO PUBLIC UTILITIES COMMISSION F•f+e^+h Sixteenth Revision Sheet No. 15 ( Page 1 of 1) Approved Effective Name jully 2026 August 44 9026 of Utility Intermountain Gas Company Commission Secretary Rate Schedule FT FRANCHISE FEE/TAX ADJUSTMENT APPLICABILITY: To all charges for natural gas service rendered within the jurisdiction imposing a fee, tax, or charge as provided in Section A, paragraph 4.4 of the Company's General Service Provisions. ADJUSTMENT: The rates and charges shall be increased by an adjustment equivalent to the amount of the charge imposed by the jurisdiction. The following cities charge a 3% franchise fee: CITY ORDINANCE NO. CITY ORDINANCE NO. Aberdeen 351 Kuna 2023-05 American Falls 628 Lava Hot Springs 2025-007 Ammon 463 Lewisville 2025-2 Arimo 4 Malta 28 Bancroft 312 McCammon 536 Basalt 125 Menan 396 Bellevue 2025-05 Meridian 26-2123 Blackfoot 2140 Middleton 532 Boise 7-26 Montpelier 690 Buhl 981 Mountain Home 1064 Burley 1210 Murtaugh 24-02 Caldwell 3036 Nampa 20064949 Chubbuck 849 New Plymouth 170 Declo 223 Parker 72 Eagle 715 Parma 579 Emmett 02025-05 Paul 2026-1 Filer 649 Payette 9641575 Firth 131 Pocatello 3179 Fruitland 358 Rexburg 954 Garden City 1066-26 Rigby 2015-576 Georgetown 116 Ririe 136 Glenns Ferry 25-615 Rupert 06-50726-501 Gooding 733 St. Anthony 01-04 Grace 2016-1 Shelley 668 Greenleaf 84 Shoshone 574 Hailey 1355 Soda Springs 721 Hansen 232 Star 66 Heyburn 581 Sugar City 369 2021 Homedale 345 Sun Valley 514 Idaho Falls 3052 Twin Falls 0-2025-019 Inkom 25-278 Ucon 196 Iona 319-04-25 Weiser 957 Jerome 1245 Wendell 493 Ketchum 1263 Wilder 365 Kimberly 688 Issued by: Intermountain Gas Company By: Michael Parvinen Title: Director—Regulatory Affairs ORDINANCE NO. 4949 AN ORDINANCE OF THE CITY OF NAMPA IDAHO, GRANTING TO INTERMOUNTAIN GAS COMPANY A TWENTY(20)YEAR EXTENSION TO ITS FRANCHISE TO CONSTRUCT, MAINTAIN AND OPERATE A GAS TRANSMISSION AND DISTRIBUTION SYSTEM; PROVIDING FOR THE USE OF STREETS AND ALLEYS,AND RULES GOVERNING THE SAME, SUBJECTING THE GRANTEE TO ALL POWERS OF THE CITY; SETTING FORTH THE RULES OF THE FRANCHISE AND GRANT; PROVIDING FOR THE RIGHT OF INSPECTION BY THE CITY OF GRANTEE'S PLANS,ACCOUNTS,AND BOOKS; REQUIRING GRANTEE TO FURNISH CERTAIN MAPS; SETTING FORTH THE ANNUAL PAYMENT TO THE CITY,AND THE FILING OF ANNUAL REPORTS WITH THE CITY; REQUIRING GRANTEE TO INDEMNIFY CITY,AND FILE EVIDENCE OF INSURANCE; REQUIRING COMPLIANCE WITH SAFETY REGULATIONS; SETTING FORTH AN AGREEMENT NOT TO COMPETE, RESERVING POWER OF EMINENT DOMAIN; PROVIDING FOR SURRENDER OF FRANCHISE; GRANTING RIGHT TO SALVAGE; REQUIRING WRITTEN ACCEPTANCE; PROVIDING FOR CONSENT TO SALE, ASSIGNMENT OR LEASE; PROVIDING FOR PAYMENT OF PUBLICATION COST; SETTING FORTH PENALTIES AND FORFEITURES, SEPARABILITY AND REPEAL. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF NAMPA,IDAHO; SECTION 1: Grant of Authority. There is hereby granted to Intermountain Gas Company, a corporation, its successors and assigns (hereinafter collectively referred to as "Grantee") a twenty (20) year extension to the right and authority to construct, install, maintain and operate a gas transmission and distribution system, including mains, pipes, conduits, services and other necessary structures and appliances appertaining in, under, upon, over, across and along the streets, alleys, bridges and public places within the present and future corporate limits of the City of Nampa, Idaho (hereinafter referred to as "City") for the furnishing,transmission, distribution and sale of gas, whether artificial, natural, mixed or otherwise, for heating, domestic, industrial and other purposes and for transmitting gas into, through and beyond said City. The City represents that it has the sole power and authority to NAMPA CITY ORDINANCE NO. 4949 make this grant of authority and agrees to notify Grantee in writing if the City should cease to have this power. SECTION 2: Use of Streets and Rules Governing the Same. Grantee shall secure a permit for any opening it shall make in the streets, alleys and public places in the City and shall be subject to all applicable ordinances, but no fee shall be required of Grantee for any such permit. Grantee may, however, open or disturb the streets, alleys, and public places without a permit if an emergency exists requiring the immediate repair of facilities. The location or relocation of all facilities shall be made under the supervision and with the approval of such representatives as the governing body of the City may designate for such purpose, but not so as unreasonably to interfere with the proper operating of Grantee's facilities and service. Whenever the City shall pave or repave any street or shall change the grade or line of any street or public place or shall construct or reconstruct any conduit,water main, sewer or water connection or other city public works or city utility, it shall be the duty of the Grantee when so ordered by the City to change its mains, services and other property in the streets or public places at its own expense so as to conform to the established grade or line of such street or public place and so as not to interfere with the conduits, sewers and other mains of the City as constructed or reconstructed; however, the Grantee shall not be required to relocate pipes, mains and appurtenances when the street, alley or public ground in which they are located is vacated for the convenience of abutting property owners and not as an incident to the public improvement, unless the reasonable cost of such relocation and the loss and expenses resulting therefrom is first paid to Grantee. The City will avoid the need for such moving or changing whenever possible. In the event Federal, State or other funds are available in whole or in part for utility relocating purposes, the City shall apply for such funds and the Grantee will be reimbursed to the extent any such funds are actually obtained. SECTION 3: Grantee Subject to All Powers of City Rules Governing Repair and Reconstruction of Streets. The exercise of privileges herein granted shall be subject at all times to all of the powers of the City and all regulatory ordinances adopted pursuant thereto. The Grantee shall not unnecessarily or unreasonably obstruct the use of or damage any street or alley and shall within a reasonable time and as early as practicable upon completion of any construction or repair work, restore all City streets and alleys to the same order and condition as they were before the excavation was made insofar as reasonably possible. The Grantee shall maintain,repair and keep in good condition for a period of one year all portions of streets and alleys disturbed by it or its agents. The Grantee shall be responsible for any obstruction in any street, alley or other public place caused by it in the operation and maintenance of its properties occurring at any time and shall promptly remove such obstruction.Any such obstruction which, after proper notice to Grantee demanding removal is not promptly removed by the Grantee may be taken care of by the City and the costs thereof shall be charged against Grantee. For purposes of this Section, Grantee's above-ground facilities or temporary construction materials and equipment shall not be considered an"obstruction". NAMPA CITY ORDINANCE NO. 4949 SECTION 4: Term of Franchise and Grant. Such right and authority, permission and power is hereby granted for a term of twenty (20) years from and after the date of the final acceptance of this Ordinance by the Company, herein referred to as the primary term. This franchise will automatically renew for successive periods of ten(10) years unless cancelled at the end of a term by either party by written notice to the other party no less than 180 calendar days prior to the end of the primary term or the then current successive term. SECTION 5: City Right to Inspection of Grantee's Plans,Accounts and Books— Grantee to Furnish Certain Maps. Upon reasonable advance notice, the City shall have access to Grantee's records to the extent necessary to verify the accuracy of the Franchise fee payments required herein during the normal business hours of Grantee. The Grantee shall furnish, upon request, the City with a complete set of maps, including plans and profile of the distribution system of the Grantee and any future extensions.The City shall make every reasonable effort to maintain the confidentiality of any trade secrets or other proprietary information(such as proprietary maps and other mapping information) provided pursuant to this Section, including execution of a data sharing agreement with Grantee. Any map supplied shall not be used for locating gas facilities with the intent of excavating. Prior to excavating, the City shall request line locates per the requirements of Idaho Statutes Title 55 Chapter 22 Underground Facilities Damage Prevention. SECTION 6: Payment To City And Filing Of Annual Written Report With The City As consideration for this franchise and grant said Grantee, its successors and assigns, during the franchise period, shall pay to the City three percent (3%) of the gross receipts received from all sales of gas by Grantee within the corporate limits of the City through use, operation or possession of this franchise and grant. Franchise fees shall be collected by Grantee from customers within the City, by assessing the franchise fee percentage on the amounts billed to customers for the sale, transmission and/or distribution of natural gas within the city. Such payments shall be made on a quarterly basis and shall be in lieu of any and all other fees, charges, licenses or taxes (other than ad valorem taxes) related to easements, franchises, rights-of way, utility lines and equipment installation, maintenance and removal during the term of the public service providers' franchise with the City which the City may impose for the rights and privileges herein granted or for the privilege of doing business within the City. The Grantee shall file 30 days after the end of each calendar quarter with the City a report for the preceding calendar quarter, which report shall contain a statement of all the gross receipts arising from all sales of gas by said Grantee within the City for the calendar quarter preceding such report, and at the same time the Grantee shall pay to the City the stipulated percentage of the gross quarterly receipts due for the calendar quarter which said report is made and filed. NAMPA CITY ORDINANCE NO. 4949 SECTION 7: Grantee Liability -Indemnification It is expressly understood and agreed by and between the Grantee and the City that the Grantee shall save the City harmless from all loss sustained by the City on account of any suit,judgment, execution, claim or demand whatsoever, resulting from negligence on the part of the Grantee in the construction, operation or maintenance of its gas system in the City. The City shall notify the grantee's representative in the City within ten (10) days after the presentation of any claim or demand, either by suit or otherwise, made against the City on account of any negligence as aforesaid on the part of the Grantee.Nothing herein shall require Grantee to save and hold the City harmless to the extent any loss sustained by the City is caused by the acts, omissions,or negligence of the City its agents, representatives, contractors, officers, directors, employees, or other parties subject to its direction or control. SECTION 8: Insurance Upon acceptance of this franchise by Grantee and before Grantee shall have any rights hereunder, Grantee shall file with the City Clerk a certificate evidencing the insurance of the Grantee against property damage in an amount not less than$500,000.00 and bodily injury with limits of not less than $500,000.00 per person and $1,000,000.00 total for each occurrence. Provided, however, the minimum limits of insurance as set forth herein shall be automatically increased at any time the liability limits of the City are increased pursuant to the Idaho Tort Claims Act(Idaho Code Section 6-901 et. seq.) or any similar legislation. SECTION 9: Safety Regulation Compliance Grantee shall comply with and conform to all applicable safety regulations promulgated by the United States, State of Idaho, or any regulatory body having jurisdiction thereof. SECTION 10: Agreement Not to Compete—Reserve to City Power of Eminent Domain In consideration of Grantee's undertaking hereunder as evidenced by its acceptance hereof the City agrees not to engage in the business of distributing and selling gas during the life of this franchise or any extension thereof in competition with the Grantee, its successor and assigns; but nothing herein contained 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 the State of Idaho. SECTION 11: Surrender of Franchise In the event natural gas at any time shall cease to be available to Grantee for the distribution and sale hereunder, Grantee reserves the right to surrender this franchise and in the event of such surrender prior to any expiration or termination of this franchise, or in any of such events, Grantee reserves the right to salvage all of its plant, works and facilities, and will restore City's streets and alleys damaged by such salvage operation. NAMPA CITY ORDINANCE NO. 4949 SECTION 12: Written Acceptance The Grantee shall within thirty (30) days after the passage and publication of this ordinance, file with the City Clerk its acceptance of this franchise in writing signed by its proper officers and attested by its corporate seal. SECTION 13: Publication Costs The Grantee shall assume the cost of publication of this franchise as such publication is required by law. SECTION 14: Forfeiture Any material violation by the Grantee, its vendee, lessee or successors of the provisions of this ordinance, franchise and grant or any material portions thereof or the failure promptly to perform any of the provisions thereof shall be cause for the forfeiture of this franchise and grant and all rights hereunder should Grantee fail to cure such violation within sixty(60)calendar days of City's providing Grantee written notice, which shall be served upon Grantee by registered mail on its Region Director at 555 South Cole Road, Boise, ID 83709, or if not reasonably capable of being cured within sixty (60) calendar days, within such other reasonable period of time as the parties may agree.This provision shall not prevent the Grantee from submitting such question of forfeiture to proper court determination. SECTION 15: Separability If any part or parts of this ordinance shall be adjudged by the courts to be unconstitutional or invalid, the same shall not affect the validity of any other part or parts hereof which can be given effect without the part or parts adjudged to be unconstitutional or invalid. If any section of this Franchise conflicts with an order, rule, or regulation of the Idaho Public Utilities Commission, such section shall be deemed invalid. The City declares that it would have passed the remaining parts of this ordinance if it had been known that such other part or parts thereof would be declared unconstitutional or invalid. SECTION 16: Repeal All ordinances and parts or ordinances of City in conflict herewith shall be, and the same are hereby repealed. NAMPA CITY ORDINANCE NO. 4949 SECTION 17: Notifications Whenever this Franchise calls for notice to or notification by any party,the same(unless otherwise specially provided) shall be in writing and directed to the recipient at the address set forth in this Section, unless written notice of change of address is provided to the other party. If the date for making any payment or performing any act is a legal holiday, payment may be made, or the act performed on the next succeeding business day which is not a legal holiday. Notices shall be directed to the parties as follows: To the City: City Clerk City of Nampa 411 3Td St S Nampa, ID 83651 To IGC: Region Director Intermountain Gas Company 555 S Cole Road Boise, Idaho 83709 This Ordinance shall take effect and be in force from and after its passage, approval, and publication according to law, and execution of Grantee's Acceptance and Consent.. PASSED BY THE COUNCIL OF THE CITY OF NAMPA,IDAHO,THIS 5TH DAY OF OCTOBER, 2026. APPROVED BY THE MAYOR OF THE CITY OF NAMPA, IDAHO, 5TH DAY OF OCTOBER, 2026. Attest: DARL BRUNER, Mayor CHARLENE TIM, City Clerk NAMPA CITY ORDINANCE NO. 4949 State of Idaho ) Canyon County ) On this 5th day of October 2026, before me, the undersigned, a Notary Public in and for said State, personally appeared Darl Bruner known to be the Mayor and Charlene Tim known to be the City Clerk of the City of Nampa, a municipal corporation, who executed the foregoing instrument. In Witness Thereof, I have hereunto set my hand and affixed by official seal, the day and year in this certificate first above written. g\OLE �\\\u t n u t u t ugi�i Residing at: Nampa, Canyon County, Idaho = �10Tp/iy' le PUBL1L My Commission Expires: 3-14-2031tA�''q °�nm,sg'O°�:�O 00, �Ip��tliil(11i1\A\�� ACCEPTANCE AND CONSENT INTERMOUNTAIN GAS COMPANY, as the franchisee and `Grantee' in the ordinance set forth above, accepts the franchise set forth therein at the time of Grantee's execution,and agrees to abide by the terms and conditions thereof. Specifically (and pursuant to I.C. § 50-329A), IGC consents to the three percent (3%) franchise fee assessed by the City pursuant to this ordinance. DATED this 21 st day of October 2026 By: Eric Martuscelli Its: VP, Field Operations & Customer Experience NAMPA CITY ORDINANCE NO. 4949 PAYETTE ORDINANCE 1575 AN ORDINANCE OF THE CITY OF PAYETTE, IDAHO, GRANTING INTERMOUNTAIN GAS COMPANY A TEN (10) YEAR NON-EXCLUSIVE FRANCHISE TO BUILD, CONSTRUCT, MAINTAIN AND OPERATE A GAS TRANSMISSION AND DISTRIBUTION SERVICE IN THE CITY OF PAYETTE, IDAHO; PROVIDING FOR RIGHTS AND OBLIGATIONS OF THE FRANCHISEE AND CITY; PROVIDING FOR THE OBLIGATIONS OF THE FRANCHISEE'S CUSTOMERS; REQUIRING A FRANCHISE FOR GAS DISTRIBUTION AND TRANSMISSION SERVICES; PROVIDING FOR EXTENSION OF THE FRANCHISE IN ANNEXED AREAS; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR A REPEALER CLAUSE; PROVIDING FOR PENALTIES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Payette City Council finds that Intermountain Gas Company, an Idaho corporation, is capable providing gas transmission and distribution services to the citizens of Payette; and WHEREAS, the Payette City Council finds that it is in the best interests of the citizens of Payette to grant Intermountain Gas Company a non-exclusive ten (10) year franchise to provide gas transmission and distribution services to the citizens of Payette. BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF PAYETTE, PAYETTE COUNTY, IDAHO: Section 1. GRANT OF FRANCHISE. Pursuant to Idaho Code §50-329, the City of Payette hereby grants to Intermountain Gas Company ("Franchisee"), the authority, right, privilege and non-exclusive franchise for a term of ten (10) years, beginning July 7, 2026, in accordance and subject to the Franchise Agreement executed by the City of Payette and Franchisee on July 7, 2036 and as subsequently amended ("Franchise Agreement") for the term of the franchise granted hereunder (unless otherwise lawfully terminated in accordance with the terms of the Franchise Agreement), to construct and operate a gas transmission and distribution service in, along, among, upon, across, above, over, under or in any manner connected within public streets, alleys and public ways within the City of 1 Payette, and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any public streets, alleys and public ways and all extensions thereof and additions thereto, such poles, wires, cables, conductors, ducts, conduits, vaults,manholes,pedestals, amplifiers, appliances, attachments, power supplies, network reliability units and other related property or equipment as may be necessary or appurtenant to the gas transmission and distribution service, and to engage in the business of providing gas transmission and distribution services within the corporate limits of Payette, Idaho. Section 2. RIGHTS AND OBLIGATIONS OF THE FRANCHISEE AND CITY. A. The Franchisee shall have the right and privilege to use the streets, alleys and other public right-of-ways within the City of Payette, in accordance with this Ordinance and the Franchise Agreement. B. The City of Payette is responsible for maintaining the streets, its alleys and its public ways in a passable condition. C. The Franchisee shall provide gas transmission and distribution services in accordance with this Ordinance and the Franchise Agreement. D. The Franchisee shall comply with all ordinances of the City of Payette and all applicable state and federal laws. E. Unless otherwise provided in this Ordinance, the specific duties and obligations of the City of Payette and Franchisee are more particularly described in the Franchise Agreement. Section 3. OBLIGATION OF CUSTOMERS. Except as otherwise provided in the Franchise Agreement, customers of the Franchisee shall pay the applicable charge established for gas transmission and distribution services in accordance with this Ordinance and the Franchise Agreement. 2 Section 4. FRANCHISE REQUIRED. It shall be unlawful for any person or legal entity to engage in the business of providing gas transmission and distribution services over and upon the public right-of-ways within the City of Payette, unless the person or legal entity is granted a franchise pursuant to Idaho Code §50- 329. Section 5. ANNEXATIONS. If the City of Payette annexes additional areas during the term of this franchise, the Franchisee shall have the non-exclusive authority and privilege to provide gas transmission and distribution services within the City of Payette shall extend to the newly annexed area. Section 6. SEVERABILITY. Should any section or provision of this Ordinance be declared by the courts to be unconstitutional or invalid, such decision shall not affect the validity of the Ordinance as a whole or any part thereof other than the part so declared to be unconstitutional or invalid. Section 7. REPEALER. Payette Ordinance No. 961 is hereby repealed in its entirety and all ordinances or parts of ordinances in conflict herewith are hereby repealed. Section 8. PENALTY. Any person, firm or other legal entity violating any provision of this Ordinance shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than three hundred dollars ($300.00) or imprisonment in the county jail for a period not to exceed six (6) months, or both such fine and imprisonment. Each day such violation is 3 committed or permitted to continue shall constitute a separate offense and shall be punishable as such hereunder. Section 9. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage, approval, and publication according to law. PASSED AND ADOPTED BY THE PAYETTE CITY COUNCIL AND APPROVED BY THE MAYOR THIS �I t'�` DAY OF ,)l , 2026. 101 U Ray"Wickersham, Mayor PA Sarah Skelly, Deputy City Clerk %�,`k • �. OR. 4 FRANCHISE AGREEMENT (Gas Transmission and Distribution Services) This Franchise Agreement ("Agreement") is made and entered into this , day of , 2026, by and between the City of Payette, a municipal corporation ("Payette") and Inter ountain Gas Company ("Franchisee"). RECITALS A. Payette is a municipal corporation and political subdivision of the State of Idaho, and has authority to enter into this Agreement. Ray Wickersham is the duly elected Mayor of Payette. The Payette City Council has authorized the Mayor to execute this Agreement. B. Franchisee is a duly organized and acting corporation in the State of Idaho. Eric Martuscelli is the duly appointed and acting VP, Field Operations & Customer Experience, and has the authority to enter into this Agreement. C. The Franchisee and its employees are independent contractors and are not, under this Agreement, employees or agents of Payette. D. Subject to the terms and conditions set forth herein and Payette Ordinance No.15-15 the parties hereto are desirous of entering into a non-exclusive franchise agreement, with Franchisee providing gas transmission and distribution services within the city limits of Payette, Idaho. E. The parties desire to enter into this Agreement with the Franchisee for the construction and operation of a Gas Service on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the parties agree as follows: I. DEFINITIONS For the purposes of this Agreement, the following terms have the meanings set forth herein: "Council" shall mean the City Council of the City of Payette, Idaho. "Customer" shall mean a person or user of the Gas Transmission and Distribution System who lawfully receives Gas Service within the Service Area with Franchisee's permission. "Franchise" shall mean the authorization, or renewal thereof, by Payette under Payette Ordinance No. 15`15, or as amended, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate or otherwise, authorizing the installation, construction, 5 maintenance or operation of the gas transmission and distribution system for the purpose of offering Gas Service. "Franchisee" shall mean Intermountain Gas Company, the person to whom the Franchise is granted by the Council under Payette Ordinance No. 15-15, and the lawful agent, successor, transferee or assignee of said person, subject to such conditions as may be prescribed by the City. "Gas Transmission and Distribution System" shall mean a connected set of transmission and distribution pipes and appurtenant facilities or equipment designed to provide Gas Services to Customers within and beyond the corporate limits of Payette. "Gas Service" shall mean the furnishing, transmission, distribution and sale of gas, whether artificial, natural, mixed or otherwise, for heating, domestic, industrial and other purposes and for transmitting gas into, through and beyond the corporate limits of Payette. "Gross Revenues" shall mean any and all receipts and revenues received by Franchisee from all sales of gas and transportation charges to Customers receiving the gas within the corporate limits of Payette. "Payette" shall mean the City of Payette, a municipal corporation and political subdivision of the State of Idaho. "Person" shall mean any individual, firm, partnership, corporation, organization, association, trust, limited liability company or other legal entity. "Property of Franchisee" shall mean all property owned, installed or used by Franchisee in the conduct of its Gas Service business in Payette under the authority of the Franchise. "Public Way" shall mean the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, drive, circle, other public rights-of-way, including, but not limited to, public utility easements, dedicated utility strips or rights-of-way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon, or other public places now or hereafter held by Payette in the Service Area which shall entitle Payette and the Franchisee to the use thereof for the purpose of installing, operating,repairing, and maintaining the Gas Service. "Service Area" shall mean the present municipal boundaries of Payette, and shall include any additions thereto by annexation or other legal means. "Shall" shall mean mandatory, not merely advisory. II. GRANT OF FRANCHISE Payette hereby grants to the Franchisee, during the term of this Agreement and Payette Ordinance No. lcj-1�, a non-exclusive Franchise which grants the Franchisee the right and 6 privilege to construct and operate a Gas Transmission and Distribution System in, along, among, upon, across, above, over, under or in any manner connected with Public Ways within the Service Area, and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any Public Way and all extensions thereof and additions thereto, such transmission and distribution pipes and regulator stations, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, power supplies, network reliability units and other related property or equipment as may be necessary or appurtenant to the Gas Transmission and Distribution System. The Franchise granted shall not preclude Payette from granting other or further franchises or permits or preclude Payette from using any Public Way or affect its jurisdiction over them or any part of them, or limit the full power of Payette to make such changes, as Payette shall reasonably deem necessary, including but not limited to the dedication, establishment, maintenance and improvement of all new Public Ways. III. TERM Such right and authority, permission and power is hereby granted for a term of ten (10) years from and after the date of the final acceptance of this Ordinance by the Franchisee, herein referred to as the primary term. This franchise will automatically renew for successive periods of ten (10) years unless cancelled at the end of a term by either party by written notice to the other party no less than one hundred eighty (180) days prior to the end of the primary term or the then current successive term. IV. DUTIES AND RESPONSIBILITIES OF FRANCHISEE 4.1 Conditions of Occupancy. The Gas Transmission and Distribution System installed by the Franchisee pursuant to the terms hereof shall be located so as to cause a minimum of interference with the proper use of Public Ways. Any obstruction in the Public Way that interferes with the proper use of Public Ways that, after proper notice to Franchisee demanding removal, shall be removed by Franchisee. All of the Gas Transmission and Distribution System presently or in the future located, maintained or installed in the Public Ways within the Service Area shall at all times be maintained in good order and condition, in accordance with standard engineering practices and in compliance with all applicable safety codes and lawful governmental regulations. 4.2 Restoration of Public Ways. If during the course of the Franchisee's construction, operation or maintenance of the Gas Transmission and Distribution System there occurs a disturbance of any Public Way by the Franchisee or its employees, contractors or agents, the Franchisee shall not unnecessarily or unreasonably obstruct the use of or damage any Public Way, and shall within a reasonable time as early as practicable replace and restore such Public Way to a condition reasonably comparable to the condition of the Public Way existing immediately prior to such disturbance and in accordance with applicable city standards. Franchisee shall guarantee such restored portions of the Public Ways and will repair any damage caused by Franchisee for a period of three (3) years after the repair. 4.3 Relocation at Request of Pa ye�tte.. The Franchisee shall, at its sole expense, protect, support, raise, lower, temporarily disconnect, relocate in or remove from the Public Way, as necessary, any of the Property of Franchisee when lawfully requested by Payette for a public purpose. The request to relocate by Payette shall be preceded by the receipt of reasonable advance written notice, not to be less than six (6) months, except in an emergency in which case shall be preceded by such notice as is practicable. Whenever Payette shall pave or repave a Public Way, shall change the grade or line of any Public Way or shall construct or reconstruct any conduit, sewer or water main, sewer or water connection or other public works or utility, it shall be the duty of the Franchisee when requested by Payette to change any portion of the Gas Transmission and Distribution System or other property of Franchisee in the Public Way at its own expense so as to conform to the established grade or line of the Public Way and so as not to interfere with the conduits, sewer or water main, sewer or water connection or other public works or utility as constructed or reconstructed; however, Franchisee shall not be required to relocate pipes, mains and appurtenances when the Public Way in which they are located is vacated for the convenience of abutting property owners and not as an incident to the public improvement, unless the reasonable cost of such relocation and the loss and expenses resulting therefrom is first paid to Franchisee. The City shall make a reasonable effort to avoid the need for such moving or changing whenever possible. In the event federal, state or other funds are available in whole or in part for utility relocation or alteration purposes, Payette may apply for such funds and the Franchisee will be reimbursed to the extent any such funds are actually received and expended. 4.4 Permit Required. Franchisee shall secure all necessary permits within the Public Ways within the Service Area and shall be subject to all applicable ordinances, but no fee shall be required of Franchisee for any such permit. V. REGULATION BY PAYETTE The Franchisee shall pay to Payette a franchise fee equal to three percent (3%) of Gross Revenues received by the Franchisee from the operation of the Gas Transmission and Distribution System to provide Gas Services on a quarterly basis. The quarterly payment for the franchise fee shall be due and payable at the end of the calendar quarter which shall terminate at midnight on March 31, June 30, September 30 and December 31 of each year. Each quarterly payment shall be paid within thirty (30) days after the end of each calendar quarter and shall be accompanied by a brief report from a representative of the Franchisee showing the basis for the computation. Such quarterly payments shall be in lieu of taxes, fees or charges (other than ad valorem taxes) related to easements, franchises, rights-of-way, permits, utility lines and equipment installation, maintenance and removal during the term of Franchisee's franchise with Payette, which Payette may impose for the rights and privileges herein granted or for the privilege of doing business within Payette. All sums which become delinquent shall accumulate interest established by the Idaho Public Utility Commission for customer deposits, as may be amended. The accrual of interest is not intended to waive or in any manner restrict Payette's 8 ability to elect any procedure or method of collection permissible by law or under this Agreement to enforce all the terms and conditions of this Agreement and the Franchise. VI. BOOKS AND RECORDS Upon reasonable advance notice, the City shall have access to Grantee's records to the extent necessary to verify the accuracy of the Franchise fee payments required herein during the normal business hours of Grantee. The Grantee shall furnish, upon request, the City with a complete set of maps, including plans and profile of the distribution system of the Grantee and any future extensions. The City shall make every reasonable effort to maintain the confidentiality of any trade secrets or other proprietary information (such as proprietary maps and other mapping information) provided pursuant to this Section, including execution of a data sharing agreement with Grantee. Any map supplied shall not be used for locating gas facilities with the intent of excavating. Prior to excavating, the City shall request line locates per the requirements of Idaho Statutes Title 55 Chapter 22 Underground Facilities Damage Prevention. VII. INSURANCE AND INDEMNIFICATION 7.1 Insurance Requirements. The Franchisee shall maintain in full force and effect or self- insure, at its sole cost and expense, during the term of this Agreement, commercial general liability insurance for the purpose of protecting Payette against liability for loss or damage, for bodily injury, property damage, personal injury, and death, relating to the operations of the Franchisee under this Agreement or the Franchise. Such policy shall provide insurance against property damage in an amount not less than $1,000,000.00 and bodily injury with limits of not less $1,000,000.00 per person and $2,000,000.00 total for each occurrence; provided, however, the minimum limits of insurance as set forth herein shall be automatically increased at any time the liability limits of Payette are increased pursuant to the Idaho Tort Claims Act (Idaho Code Sections 6-901 et seq.). Such insurance shall be noncancellable except upon thirty (30) days prior written notice to Payette. Franchisee shall also secure and maintain at least the statutory amounts of worker's compensation in accordance with the laws of the State of Idaho. The Franchisee shall provide evidence of acceptable insurance at limits listed above to City Clerk, City of Payette, 115 Main Street So., Suite H, Payette, Idaho 83333. The Franchisee may opt to self-insure. 7.2 Indemnification/Hold Harmless. A. The Franchisee covenants and agrees to indemnify, defend and hold Payette harmless from and against any and all claims, demands, causes of 9 action, suits, losses, liabilities, damages, costs and expenses, including attorney fees, sustained by Payette to the extent resulting from negligence on the part of the Franchisee in the construction, operation or maintenance of its gas system in the City.. Payette shall notify, in writing, Franchisee within ten (10) days after presentation of any claim or demand, either by suit or otherwise, made against Payette caused by any of the aforesaid acts or omissions on the part of the Franchisee. Franchisee shall thereupon have the duty to appear and defend any such demand, claim, suit or action on behalf of Payette, without cost or expense to Payette. B. Payette covenants and agrees to indemnify, defend and hold Franchisee harmless from and against any and all claims, demands, causes of action, suits, losses, liabilities, damages, costs and expenses, including attorney fees, sustained by Franchisee and caused, directly or indirectly, by any act or omission on the part of Payette, its agents, employees, assigns or anyone subcontracting with Payette, in the installation, construction, operation, or maintenance of the Gas Transmission and Distribution System. Franchisee shall notify, in writing, Payette within ten (10) days after presentation of any claim or demand, either by suit or otherwise, made against Franchisee caused by any of the aforesaid acts or omissions on the part of Payette. Payette shall thereupon have the duty to appear and defend any such demand, claim, suit or action on behalf of Franchisee, without cost or expense to Franchisee. VIII. ANNEXATION In the event Payette annexes additional territory during the term of this Agreement, the Franchisee shall have the non-exclusive authority and privilege to engage in Gas Services, in the annexed territory for the remainder of the term of this Agreement and any extension hereof. IX. DEFAULT AND REMEDIES 9.1 Termination for Cause. Either party may terminate this Agreement for cause if the other party fails to perform or defaults on any of the material duties or responsibilities set forth in this Agreement. 9.2 Corrective Action. If the either party finds that the other party has failed to perform or defaulted on any or all of the material duties or responsibilities set forth in this Agreement, the non-defaulting party shall provide defaulting party a written "Notice of Default" in accordance with paragraph 10.13 of this Agreement. The Notice of Default shall describe with sufficient detail the defaulting party's failure to perform and/or default. The defaulting party shall have a period of sixty (60) days from the receipt or delivery of the Notice of Default to correct the 10 failure to perform or default, which shall be extended so long as the defaulting party has commenced a cure and diligently pursues the same. If the defaulting party fails to correct the failure to perform and/or default within such time frame, the non-defaulting party may terminate this Agreement. If Payette terminates this Agreement, Payette may revoke the Franchise in accordance with the procedures described in paragraph 9.4 of this Agreement. 9.3 Enforcement. Subject to applicable federal and state law, in the event either party is in default of any provision of the Franchise, the other party may: A. Seek specific performance of any provision that reasonably lends itself to such remedy, as an alternative to damages; B. Commence an action at law for monetary damages or seek other equitable relief; and/or C. In the case of a substantial default of a material provision of this Agreement or the Franchise, seek to terminate this Agreement and revoke the Franchise in accordance with Section 9.4 of this Agreement. 9.4 Revocation. A. Should Payette seek to revoke the Franchise after complying with the procedures set forth in Section 9.2 of this Agreement, Payette shall give written notice to the Franchisee of its intent to terminate this Agreement and to revoke the Franchise ("Notice of Intent to Revoke") based on a substantial default of a material provision of this Agreement or the Franchise. The Notice of Intent to Revoke shall contain the following: (1) A description of the specific nature of the default(s); (2) A statement of intent to revoke the Franchise; (3) A statement that a public hearing shall be held to consider the grounds for the termination of this Agreement and the revocation of the Franchise; and (4) The date, time and place of a hearing. The public hearing described herein shall be scheduled between ninety (90) days and one hundred twenty (120) days from the date of the Franchisee's receipt of the Notice of Intent to Revoke. The Franchisee shall have ninety (90) days from the receipt of such notice to object in writing and to state its reasons for such objection. B. At the designated hearing, Payette shall give the Franchisee a full and fair opportunity to state its position on the matter, including without limitation the right to introduce evidence, to require the production of evidence, to question witnesses and to obtain a transcript of the proceeding, after which Payette shall determine whether this Agreement shall be terminated and the Franchise revoked. 11 C. This provision shall not prevent Franchisee from submitting such question of revocation to a proper court for determination. X. MISCELLANEOUS PROVISIONS 10.1 Paragraph headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of the provisions of the Agreement. 10.2 Provisions Severable. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 10.3 Rights and Remedies are Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude nor waive its rights to use any or all other remedies. Any rights provided to the parties under this Agreement are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 10.4 Attorney's Fees. In the event of any dispute with regard to the interpretation or enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees incurred therein, and on any appeals, and in any bankruptcy proceeding. 10.5 Successors and Assigns. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties hereto. 10.6 Entire Agreement. This Agreement contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements between the parties hereto respecting such matters. 10.7 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Idaho. 10.8 Preparation of Agreement. No presumption shall exist in favor of or against any party to this Agreement as a result of the drafting and preparation of this document. 10.9. No Waiver. No waiver of any breach by either party of the terms of this Agreement shall be deemed a waiver of any subsequent breach of the Agreement. 10.10 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12 10.11 Amendment. No amendment of this Agreement shall be effective unless the amendment is in writing, signed by each of the parties. Neither party may unilaterally alter the material rights and obligations set forth in this Agreement. 10.12 Savings Clause. If any of the provisions of this Agreement shall be held to be unenforceable or unconstitutional,the remaining provisions shall nevertheless be enforceable. 10.13 Notices. All notices and demands of any kind which either party hereto may be required or desires to serve upon the other party under the terms of this Agreement shall be in writing and shall be served upon such other party by personal service, or by leaving a copy of such notice or demand at the address hereinafter set forth, whereupon service shall be deemed complete, or by mailing a copy thereof by certified or registered mail, airmail if the address is outside the state in which the same is mailed, postage prepaid, with return receipt requested, addressed as follows: PAYETTE: City of Payette c/o City Clerk 700 Center Avenue Payette, Idaho 83661 FRANCHISEE: Region Director 555 S. Cole Road Boise, Idaho 83709 In case of service by mail, it shall be deemed complete on the day of actual delivery as shown on the addressee's registry of certification receipt or at the expiration of the third day after the date of mailing, whichever first occurs. The addresses to which notices and demands shall be delivered or sent may be changed from time to time by notice served as hereinabove provided by either party upon the other party.- 10.14 Assignment. No sale or assignment of this franchise shall be effective until the City has been provided written notice of such sale or assignment. 10.15 Force Maieure. Neither party shall be liable for failure to perform hereunder, in whole or in part, due to contingencies beyond the party's reasonable control, including but not necessarily limited to acts of God, the public enemy, fire, floods, epidemics, earthquakes, quarantine restrictions, and strikes not created by Franchisee, whether now existing or hereafter created. 10.16 Compliance with Laws. Franchisee shall comply with all applicable federal, state and local statutes, laws, rules, regulations and ordinances. 10.17 Publication Costs. Franchisee shall assume all costs of publication required by law for the grant of the Franchise. 13 10.18 Agreement Not To Compete, Power of Eminent Domain and Other Powers. In consideration of Franchisee's undertaking hereunder, Payette agrees not to engage in the business of distributing and selling gas during the term of the Franchise or any extension thereof in competition with Franchisee; but nothing herein contained shall be construed or deemed to prevent Payette from exercising at any time any power of eminent domain or any other power or powers granted to it under the laws of the State of Idaho. 10.19 Surrender of Franchise. In the event natural gas at any time shall cease to be available to Franchisee for the distribution and sale hereunder, Franchisee reserves the right to surrender the Franchise. Franchisee reserves the right to salvage all of its property and will restore the Public Ways damaged by such salvage operation to substantially the same order and condition, as deemed by Payette, as they were before the salvage was made. 10.20 Changes, Alterations and Amendments. In the event of an amendment to the laws, rules or regulations of the State of Idaho or the Public Utilities Commission of Idaho applicable to this Agreement and the Franchise, the terms of this Agreement and the Franchise and the right and privileges thereby conferred and reserved may be changed, altered, amended or modified upon mutual agreement between Payette and the Franchisee, which agreement shall not be unreasonably withheld. IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement on the day and year first above written. CITY OF PAYETTE: d By _ /Jm f� Ray rsham, Mayor ATTEST: Sarah Skelly, Deputy City Clerk FRANCHISEE: Ci 'p�pO�T �/% Intermountain Gas Company .-a. By: '2' Name"Eric Martuscelli r' j%•�:89.. Title: VP, Field Operations & Customer Experience ���!!lprlrnnrra�`. 14 Publish: Idaho Press Tribune 15 ORDINANCE NO. 26-501 AN ORDINANCE OF THE CITY OF RUPERT, IDAHO, GRANTING TO INTERMOUNTAIN GAS COMPANY A TWENTY (20) YEAR EXTENSION TO ITS FRANCHISE TO CONSTRUCT, MAINTAIN AND OPERATE A GAS TRANSMISSION AND DISTRIBUTION SYSTEM; PROVIDING FOR THE USE OF STREETS AND ALLEYS, AND RULES GOVERNING THE SAME, SUBJECTING THE GRANTEE TO ALL POWERS OF THE CITY; SETTING FORTH THE RULES OF THE FRANCHISE AND GRANT; PROVIDING FOR THE RIGHT OF INSPECTION BY THE CITY OF GRANTEE'S PLANS, ACCOUNTS, AND BOOKS; REQUIRING GRANTEE TO FURNISH CERTAIN MAPS; SETTING FORTH THE ANNUAL PAYMENT TO THE CITY,AND THE FILING OF ANNUAL REPORTS WITH THE CITY; REQUIRING GRANTEE TO INDEMNIFY CITY, AND FILE EVIDENCE OF INSURANCE; REQUIRING COMPLIANCE WITH SAFETY REGULATIONS; SETTING FORTH AN AGREEMENT NOT TO COMPETE, RESERVING POWER OF EMINENT DOMAIN; PROVIDING FOR SURRENDER OF FRANCHISE; GRANTING RIGHT TO SALVAGE; REQUIRING WRITTEN ACCEPTANCE; PROVIDING FOR CONSENT TO SALE,ASSIGNMENT OR LEASE; PROVIDING FOR PAYMENT OF PUBLICATION COST; SETTING FORTH PENALTIES AND FORFEITURES, SEPARABILITY AND REPEAL. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF RUPERT, IDAHO; Section 1: Grant of Authority. There is hereby granted to Intermountain Gas Company, a corporation, its successors and assigns (hereinafter collectively referred to as "Grantee") a twenty (20) year extension to the right and authority to construct, install, maintain and operate a gas transmission and distribution system, including mains, pipes, conduits, services and other necessary structures and appliances appertaining in, under, upon, over, across and along the streets, alleys, bridges and public places within the present and future corporate limits of the City of Rupert, Idaho (hereinafter referred to as "City") for the furnishing, transmission, distribution and sale of gas, whether artificial, natural, mixed or otherwise, for heating, domestic, industrial and other purposes and for transmitting gas into, through and beyond said City. The City represents that it has the sole power and authority to make this grant of authority and agrees to notify Grantee in writing if the City should cease to have this power. Section 2: Use of Streets and Rules Governing the Same. Grantee shall secure a permit for any opening it shall make in the streets, alleys and public places in the City and shall be subject to all applicable ordinances,but no fee shall be required of Grantee for any such permit. Grantee may, however, open or disturb the streets, alleys, and public places without a permit if an emergency exists requiring the immediate repair of facilities. The location or relocation of all facilities shall be made under the supervision and with the approval of such representatives as the governing body of the City may designate for such purpose, but not so as unreasonably to interfere with the proper operating of Grantee's facilities and service. Whenever the City shall pave or repave any street or shall change the grade or line of any street or public place or shall construct or reconstruct any conduit, water main, sewer or water connection or other city public works or city utility, it shall be the duty of the Grantee when so ordered by the City to change its mains, services and other property in the streets or public places at its own expense so as to conform to the established grade or line of such street or public place and so as not to interfere with the conduits, sewers and other mains of the City as constructed or reconstructed; however, the Grantee shall not be required to relocate pipes, mains and appurtenances when the street, alley or public ground in which they are located is vacated for the convenience of abutting property owners and not as an incident to the public improvement, unless the reasonable cost of such relocation and the loss and expenses resulting therefrom is first paid to Grantee. The City will avoid the need for such moving or changing whenever possible. In the event Federal, State or other funds are available in whole or in part for utility relocating purposes, the City shall apply for such funds and the Grantee will be reimbursed to the extent any such funds are actually obtained. Section 3: Grantee Subject to All Powers of City Rules Governing Repair and Reconstruction of Streets. The exercise of privileges herein granted shall be subject at all times to all of the powers of the City and all regulatory ordinances adopted pursuant thereto. The Grantee shall not unnecessarily or unreasonably obstruct the use of or damage any street or alley and shall within a reasonable time and as early as practicable upon completion of any construction or repair work, restore all City streets and alleys to the same order and condition as they were before the excavation was made insofar as reasonably possible.The Grantee shall maintain,repair and keep in good condition for a period of one year all portions of streets and alleys disturbed by it or its agents. The Grantee shall be responsible for any obstruction in any street, alley or other public place caused by it in the operation and maintenance of its properties occurring at any time and shall promptly remove such obstruction.Any such obstruction which, after proper notice to Grantee demanding removal is not promptly removed by the Grantee may be taken care of by the City and the costs thereof shall be charged against Grantee. For purposes of this Section, Grantee's above-ground facilities or temporary construction materials and equipment shall not be considered an"obstruction". Section 4: Term of Franchise and Grant. Such right and authority, permission and power is hereby granted for a term of twenty (20) years from and after the date of the final acceptance of this Ordinance by the Company, herein referred to as the primary term. This franchise will automatically renew for successive periods of ten (10) years unless cancelled at the end of a term by either party by written notice to the other party no less than 180 calendar days prior to the end of the primary term or the then current successive term. Section 5: City Right to Inspection of Grantee's Plans,Accounts and Books—Grantee to Furnish Certain Maps. Upon reasonable advance notice, the City shall have access to Grantee's records to the extent necessary to verify the accuracy of the Franchise fee payments required herein during the normal business hours of Grantee. The Grantee shall furnish, upon request, the City with a complete set of maps, including plans and profile of the distribution system of the Grantee and any future extensions.The City shall make every reasonable effort to maintain the confidentiality of any trade secrets or other proprietary information(such as proprietary maps and other mapping information) provided pursuant to this Section, including execution of a data sharing agreement with Grantee. Any map supplied shall not be used for locating gas facilities with the intent of excavating. Prior to excavating, the City shall request line locates per the requirements of Idaho Statutes Title 55 Chapter 22 Underground Facilities Damage Prevention. Section 6: Payment To City And Filing Of Annual Written Report With The City As consideration for this franchise and grant said Grantee, its successors and assigns, during the franchise period, shall pay to the City three percent (3%) of the gross receipts received from all sales of gas by Grantee within the corporate limits of the City through use, operation or possession of this franchise and grant. Such payments shall be made on a quarterly basis and shall be in lieu of any and all other fees, charges, licenses or taxes (other than ad valorem taxes) related to easements, franchises,rights-of way, utility lines and equipment installation, maintenance and removal during the term of the public service providers' franchise with the City which the City may impose for the rights and privileges herein granted or for the privilege of doing business within the City. The Grantee shall file 30 days after the end of each calendar quarter with the City a report for the preceding calendar quarter, which report shall contain a statement of all the gross receipts arising from all sales of gas by said Grantee within the City for the calendar quarter preceding such report, and at the same time the Grantee shall pay to the City the stipulated percentage of the gross quarterly receipts due for the calendar quarter which said report is made and filed. Section 7: Grantee Liability - Indemnification It is expressly understood and agreed by and between the Grantee and the City that the Grantee shall save the City harmless from all loss sustained by the City on account of any suit,judgment, execution, claim or demand whatsoever, resulting from negligence on the part of the Grantee in the construction, operation or maintenance of its gas system in the City. The City shall notify the grantee's representative in the City within ten (10) days after the presentation of any claim or demand, either by suit or otherwise, made against the City on account of any negligence as aforesaid on the part of the Grantee.Nothing herein shall require Grantee to save and hold the City harmless to the extent any loss sustained by the City is caused by the acts,omissions, or negligence of the City its agents, representatives, contractors, officers, directors, employees, or other parties subject to its direction or control. Section 8: Insurance Upon acceptance of this franchise by Grantee and before Grantee shall have any rights hereunder, Grantee shall file with the City Clerk a certificate evidencing the insurance of the Grantee against property damage in an amount not less than $500,000.00 and bodily injury with limits of not less than $500,000.00 per person and $1,000,000.00 total for each occurrence. Provided, however,the minimum limits of insurance as set forth herein shall be automatically increased at any time the liability limits of the City are increased pursuant to the Idaho Tort Claims Act(Idaho Code Section 6-901 et. seq.) or any similar legislation. Section 9: Safety Regulation Compliance Grantee shall comply with and conform to all safety regulations promulgated by the United States, State of Idaho, or any regulatory body having jurisdiction thereof. Section 10: Agreement Not to Compete—Reserve to City Power of Eminent Domain In consideration of Grantee's undertaking hereunder as evidenced by its acceptance hereof the City agrees not to engage in the business of distributing and selling gas during the life of this franchise or any extension thereof in competition with the Grantee, its successor and assigns; but nothing herein contained 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 the State of Idaho. Section 11: Surrender of Franchise In the event natural gas at any time shall cease to be available to Grantee for the distribution and sale hereunder, Grantee reserves the right to surrender this franchise and in the event of such surrender prior to any expiration or termination of this franchise, or in any of such events, Grantee reserves the right to salvage all of its plant, works and facilities, and will restore City's streets and alleys damaged by such salvage operation. Section 12: Written Acceptance The Grantee shall within thirty (30) days after the passage and publication of this ordinance, file with the City Clerk its acceptance of this franchise in writing signed by its proper officers and attested by its corporate seal. Section 13: Publication Costs The Grantee shall assume the cost of publication of this franchise as such publication is required by law. Section 14: Forfeiture Any material violation by the Grantee, its vendee, lessee or successors of the provisions of this ordinance, franchise and grant or any material portions thereof or the failure promptly to perform any of the provisions thereof shall be cause for the forfeiture of this franchise and grant and all rights hereunder should Grantee fail to cure such violation within sixty(60)calendar days of City's providing Grantee written notice, which shall be served upon Grantee by registered mail on its Region Director at 555 South Cole Road, Boise, ID 83709, or if not reasonably capable of being cured within sixty (60) calendar days, within such other reasonable period of time as the parties may agree.This provision shall not prevent the Grantee from submitting such question of forfeiture to proper court determination. Section 15: Separability If any part or parts of this ordinance shall be adjudged by the courts to be unconstitutional or invalid, the same shall not affect the validity of any other part or parts hereof which can be given effect without the part or parts adjudged to be unconstitutional or invalid. The City declares that it would have passed the remaining parts of this ordinance if it had been known that such other part or parts thereof would be declared unconstitutional or invalid. Section 16: Repeal All ordinances and parts or ordinances of City in conflict herewith shall be, and the same are hereby repealed. Section 17: Notifications Whenever this Franchise calls for notice to or notification by any party,the same(unless otherwise specially provided) shall be in writing and directed to the recipient at the address set forth in this Section, unless written notice of change of address is provided to the other party. If the date for making any payment or performing any act is a legal holiday, payment may be made, or the act performed on the next succeeding business day which is not a legal holiday. Notices shall be directed to the parties as follows: To the City: City Clerk City of Rupert 624 F Street PO Box 426 Rupert, ID 83350 To IGC: Region Director Intermountain Gas Company 555 S Cole Road Boise, Idaho 83709 This Ordinance shall take effect and be in force on June 9th, 2026, following its passage,approval, and publication as required by law,and the execution of the"Acceptance and Consent"by Grantee. DATED this day of IAVI� 9 5�i CITY OF RUPERT ammy Jones, Mayor ATTEST: Bayle�Maughan, City Clerk ACCEPTANCE AND CONSENT INTERMOUNTAIN GAS COMPANY, as the franchisee and `Grantee' in the ordinance set forth above,accepts the franchise set forth therein at the time of Grantee's execution,and agrees to abide by the terms and conditions thereof. Specifically (and pursuant to I.C. § 50-329A), IGC consents to the three percent (3%) franchise fee assessed by the City pursuant to this ordinance. DATED this( 19 day of TU L , 20 Z6, By: Eric Martuscel Its: VP, Field Operations & Customer Experience