HomeMy WebLinkAbout2026-036 AGRMT Avista Corporation AVISTA CORPORATION d/b/a AVISTA UTILITIES
AND
CITY OF ASHLAND, OREGON
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT is made and entered into as of the date of final
passage and approval by the City of Ashland, between the CITY OF ASHLAND, a municipal
corporation of the State of Oregon ("City"), and AVISTA CORPORATION, dba AVISTA
UTILITIES, a Washington Corporation ("Avista").Avista has filed with the City of Ashland a
written application for a renewal of its Franchise to locate, construct, operate, maintain and use
natural gas facilities, plants, works, underground pipelines, equipment and appurtenances in,
upon, over, under, along and across the City's rights of way and public property for the purposes
of the transmission, distribution, storage and sale of gas; and the City has determined it is in the
interest of persons and businesses in this jurisdiction to have access to Avista's services;NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
City and Avista agree as follows:
SECTION 1.0 DEFINITIONS
For the purposes of this Franchise Agreement, the following terms, phrases,words and
their derivations shall have the meaning given in this Section. When not inconsistent with the
context, words used in the present tense include the future, words in the plural include the
singular, and words in the singular include the plural. Words not defined shall be given their
common and ordinary meaning.
Avista means Avista Corporation, dba Avista Utilities, a Washington Corporation, and its
respective successors and assigns, agents, and contractors.
City means the City of Ashland, a municipal corporation of the State of Oregon, and its
respective successors, assigns, agents, and contractors.
Commission means the Oregon Public Utility Commission or such successor regulatory agency
having jurisdiction over investor-owned public utilities in the State of Oregon.
Days means business days, unless otherwise noted.
Effective Date means the date this Agreement is fully executed by both parties, and the date
from which the time requirement for any notice, extension, and/or renewal shall be measured.
Facilities means, collectively, any and all Gas transmission and distribution systems and
appurtenances owned by Avista,now and in the future in the Franchise Area, including but not
limited to, Gas plants, Gas pipes, pipelines, mains, services, laterals, conduits, services,
regulators,valves, meters, meter-reading devices, fences, barricades, structures,vehicular
protection devices, communication systems and control systems, and other equipment,
appliances, fixtures, attachments, appurtenances and other items necessary, convenient, or in any
way appertaining to any and all of the foregoing for the purposes of transmission, distribution,
storage, and sale of Gas.
Franchise means the grant by the City of rights,privileges and authority embodied in this
Agreement.
Franchise Area means the surface and space above and below all public property and rights-of-
way owned or held by the City, including, without limitation, rights-of-way for public roads,
streets, avenues, alleys, bridges,tunnels, City-owned public utility easements, and highways that
may hereafter be constructed,platted, dedicated, acquired or improved and all City-owned public
utility easements dedicated for the placement and location of various utilities,provided such
easements would permit Avista to fully exercise the rights granted under this Franchise within
the area covered by the easement.
Gas means natural, manufactured, renewable and/or mixed gases.
Gross Revenues Except as otherwise provided in OAR 860-022-0040, gross revenues means
revenues received from utility operations within the City, less related net uncollectables. Gross
revenues of an energy utility shall include revenues from the use, rental, or lease of the utility's
operating facilities other than residential-type space and water heating equipment. Gross
revenues shall not include proceeds from the sale of bonds, mortgage or other evidence of
indebtedness, securities or stocks, or sales at wholesale by one utility to another utility where the
purchasing utility's service is not the ultimate customer.
Maintenance, maintaining, or maintain means,without limit,repairing, replacing,upgrading,
examining, testing, inspecting, and removing Avista Facilities, vegetation management, digging
and excavating, and restoration of affected Right-of-way surfaces to pre-disturbance condition.
Parties means City and Avista collectively.
Party means either City or Avista individually.
Person means a business entity or natural person.
Right-of-way means the surface of and the space along, above, and below any street,road,
highway, freeway,bridge, tunnel, lane, sidewalk, alley, City-owned public utility easement
and/or right-of-way now or hereafter held or administered by the City.
State means the State of Oregon.
Tariff means the rate schedules,rules, and regulations relating to utility service, filed with and
approved by the Commission in effect upon execution and throughout the term of this Franchise.
SECTION 2.0 GRANT OF FRANCHISE
2.1 Grant
City hereby grants to Avista the right, power,privilege and authority to enter upon all public
roads, rights-of-way, streets, alleys, highways,public places or structures, lying within the
Franchise Area to locate,construct, operate and maintain its Facilities for the purpose of
controlling, transmitting and distributing Gas, as may be necessary to provide Gas service.
2.2 Effective Date
This Agreement will be effective the date this Agreement is fully executed by both parties.
2.3 Term
2.3.1 The rights,privileges and Franchise granted to Avista will extend for an initial term
of ten (10)years from the Effective Date, and shall automatically extend for successive
one (1) year terms unless: - (a) a new agreement is entered into; - (b)this Franchise is
renewed for a ten (10)year term subject to Section 2.3.2 below; - (c)the Franchise is
terminated by agreement between the Parties; or- (d) either Party provides the other
Party not less than one hundred eighty (180) calendar days prior written notice of its
intent not to renew a successive term.
2.3.2 In the event a Party desires to renew the Franchise as provided in Section 2.3.1(b)
above, such party shall notify the other Party in writing a request to renew for a ten (10)
year period prior to the end of the initial term. If both Parties mutually agree to such a
renewal, the renewal date shall commence the day immediately following the expiration
date of the initial term, and all terms and conditions of the Franchise shall remain the
same, except the Effective Date of such term.
2.4 Non-Exclusive Franchise
This Franchise is not an exclusive Franchise. This Franchise shall not prohibit the City from
granting other franchises within the Franchise Area that do not interfere with Avista's rights
under this Franchise. City may not, however, award a Gas Franchise to another party under more
favorable or less onerous terms than those of this Franchise without this Franchise being
amended to reflect such more favorable or less onerous terms.
2.5 Notice of City's Intent to Compete with Avista
In consideration of Avista's undertaking pursuant to this Franchise, the City agrees that in the
event the City intends to engage in the business of providing Gas service during the life of this
Franchise or any extension of this Franchise, in competition with Avista, the City will provide
Avista with six (6) months notice of such action.
2.6 Assignment of Franchise
Avista shall have the right to assign its rights, benefits and privileges under this Franchise. Any
assignee shall,within thirty (30) calendar days of the date of any assignment, file written notice
of the assignment with the City together with its written acceptance of all terms and conditions of
this Franchise.As permitted by federal and state law and Commission regulation,Avista shall
have the right, without notice to or consent of the City, to mortgage or hypothecate its rights,
benefits and privileges in and under this Franchise as security for indebtedness.
2.7 Payment of Franchise Fees
2.7.1 Franchise Fee In consideration of the rights,privileges, and franchise granted by
City to Avista under this Franchise,Avista will pay City five percent(5%) of Avista's
gross revenues derived from service to customers located within City (the Franchise Fee).
Avista will pay the Franchise Fee in quarterly installments, which quarterly installments
will be due not later than thirty (30) calendar days following the end of the quarter to
which the payment relates.
2.7.2 Payments Contemporaneously with each quarterly payment,Avista will file with
City a sworn statement describing the total gross revenues Avista received during the
applicable quarter(the Accounting Statement). City's acceptance of any payments under
this Section 2.7 will not constitute a waiver by City of any Avista breach of this
Franchise. If Avista fails to pay the entire amount of compensation due the City through
error or otherwise, the difference due the City shall be paid by Avista within thirty (30)
calendar days from discovery of the error or determination of the correct amount.Any
overpayment to the City through error or otherwise shall be offset against the next
payment due from Avista. In the event of the expiration or termination of this Franchise,
Avista shall pay the compensation as required in ORS 221.450 in quarterly installments,
which quarterly installments will be due not later than thirty (30) calendar days following
the end of the quarter to which the payment relates.
2.7.3 Inspection of Books and Records and Audit Procedures On an annual basis,no
more frequently than every twelve (12) months, upon thirty (30) days'prior written
notice to Avista, the City shall have the right to audit the books and records of Avista to
determine whether Avista has paid the franchise fees owed in accordance with generally
accepted accounting principles. The audit shall not last longer than six (6)months.Avista
and the City agree to reasonably cooperate to complete the audit within the six (6)month
period.Any undisputed additional amounts due to the City as a result of the audit shall be
paid within sixty (60) days following written notice to Avista by the City, which notice
shall include a copy of the audit findings.
Reimbursements for underpayments as a result of audit findings are subject to late
payment interest as set forth in Section 2.7.4 herein.Avista will cooperate with the City in
conducting any inspection and/or audit in-person,by mail or electronic means and will
correct any discrepancies affecting the City's interest in a prompt and efficient manner.
Avista will facilitate access to all its books,records, documentation, and/or information at
its Medford, Oregon District office.
The period of limitation for recovery of any franchise fee payable hereunder shall be
three (3) years from the date on which payment by Avista was due.
Reporting Requirements:Annually,Avista shall submit a report detailing total residential
and commercial fossil fuel consumption. For metered fossil fuel services,Avista shall
provide a quarterly report that must include the total number of operational meters,
separated into residential and commercial accounts.
2.7.4 Late Payments and Interest In the event that any Franchise payment or
recomputed payment is not made on or before the dates specified herein,Avista, upon
request from the City, shall pay an interest charge, computed from such due date, at the
annual rate equal to the commercial prime interest rate, plus one percent(1%) during the
period such unpaid amount is owed.
2.7.5 Equality of Franchise Fees and Costs In the event that the City increases charges
as prescribed by law upon Avista for any fees, taxes or other costs in connection with the
issuance,maintenance, existence, continuation, and/or use of the Franchise or public
right-of-way granted herein, City shall impose equivalent charges for any fees,taxes or
other costs upon any and all other franchisees doing the same business as or competing
with Avista. In the event that City does not impose equivalent charges upon other
franchisees doing the same business as or competing with Avista, the City will charge
Avista the fee imposed upon Avista prior to the increase until all franchisees doing the
same business as or competing with Avista are charged the same.
SECTION 3.0 AVISTA'S OPERATIONS AND MAINTENANCE
3.1 Compliance with Laws,Regulations, Codes and Standards
In carrying out any authorized activities under the privileges granted by this Franchise,Avista
shall meet accepted industry standards and codes and shall comply with all applicable laws,
regulations and ordinances of any governmental entity with jurisdiction over Avista's Facilities in
the Franchise Area. This includes all applicable laws, regulations and ordinances existing as of
the Effective Date or may be subsequently enacted by any governmental entity with jurisdiction
over Avista's operations within the Franchise Area. The City shall have the right to make and
enforce reasonable rules and regulations that are nondiscriminatory in nature pertaining to the
conduct of Avista's operations within the Franchise Area. Prior to the adoption of any new rule,
procedure or policy,Avista shall be provided a written draft document for comment with a
response period of not less than thirty (30) calendar days. Service shall be supplied to the City
and its inhabitants in accordance with Avista's rules and regulations and Tariffs currently or
subsequently filed with and approved by the Commission.
3.2 Facility Location by Avista and Non-Interference
Avista shall have the discretion to determine the placement of its Facilities as may be necessary
to provide safe and reliable Gas service, subject to the following non-interference requirements.
All construction, installation, repair or relocation of Avista's Facilities performed by Avista in the
Franchise Area will be done in such a manner as not to interfere with the construction and
maintenance of other utilities, drains, drainage and irrigation ditches and structures, and City-
owned property within the Franchise Area.
3.3 Facility Location Information
Avista shall provide the City, upon the City's reasonable request, Facility location information in
electronic or hard copy showing the location of its Facilities at specific locations within the
Franchised Area, to the extent such information is reasonably available.Avista does not warrant
the accuracy of any such Facility location information provided and, to the extent the location of
Facilities as shown, such Facilities may be shown in their approximate location. With respect to
any excavations within the Franchise Area undertaken by or on behalf of Avista or the City,
nothing stated in this Franchise is intended nor shall be construed to relieve either Party of their
respective obligations arising under the State one-call law with respect to determining the
location of existing underground utility facilities in the vicinity of such excavations prior to
commencing work.
3.4 Vegetation Management—Removal of Trees/Vegetation Encroachment
The right of Avista to maintain its Facilities shall include the right, as exercised in Avista's
professional discretion, to minimize the likelihood that encroaching either above or below the
ground vegetation can interfere with or limit access to Avista's Facilities, or pose a threat to
public safety and welfare.Avista or its agents may accordingly remove or limit, without recourse
or payment of compensation, the growth of vegetation which encroaches upon its Facilities
and/or Gas transmission and distribution corridors within the Franchise Area. This removal
should be conducted in accordance with Ashland Municipal Code Chapter 13, and Chapter 18.
3.5 Right of Excavation
For the purpose of implementing the privileges granted under this Franchise, and subject to the
conditions described herein,Avista is authorized to make any necessary excavations in, under
and across the streets, alleys, roads, rights-of-way and public grounds within the Franchise Area.
Such excavation shall be carried out with reasonable dispatch and with as little interference with
or inconvenience to the public as may be feasible.Avista shall remove all debris stemming from
excavation and construction. The Right-of-way surface shall be restored by Avista after
excavation, in accordance with applicable City and Avista specifications. Prior to performing
such work,Avista shall obtain all legally required permits, including the opening or disturbance
of any Right-of-way within the Franchise Area. City shall cooperate with Avista in granting any
permits required, providing such grant and subsequent construction by Avista shall not unduly
interfere with the use of such Rights-of-way.Avista shall adhere to all building and zoning codes
currently or hereafter applicable to construction, operation or maintenance of the Gas Franchise
in the Franchise Area,provided that such codes are of general applicability and such codes are
uniformly and consistently applied by City as to other public utility companies and other entities
operating in the City. The payment of any generally applicable and non-discriminatory right-of-
way permit fees, street cutting fees, or development permit fees may be required in addition to
payment of the Franchise Fee herein. In case any obstruction caused by Avista shall remain
longer than ten (10)business days after notice to remove it, or in case of neglect by Avista to
safeguard any dangerous places, City may remove such obstruction or safeguard such dangerous
places at the expense of Avista.
3.6 Emergency Work
In the event of an emergency requiring immediate action by Avista to protect the public health
and safety or for the protection of its Facilities, or the property of the City or other persons in the
Franchise Area,Avista may immediately proceed with excavation or other Right-of-way work,
with concurrent notice to the City to the extent possible.
SECTION 4.0 RESERVATION OF CITY'S RIGHTS AND POWERS
4.1 Reservation of Right
The City, in granting this Franchise, does not waive any rights which it may not have or may
subsequently acquire with respect to road rights-of-way or other property of City under this
Franchise, and this Franchise shall not be construed to deprive the City of any such powers,
rights or privileges which it now has or may hereafter acquire to regulate the use of and to
control the City's roads, rights-of-way and other public property covered by this Franchise.
Nothing in the terms of this Franchise shall be construed or deemed to prevent the City from
exercising at any time any power of eminent domain granted to it under the laws of the State.
4.2 Necessary Construction/Maintenance by City
The installation, construction, operation and maintenance of Avista's Facilities authorized by this
Franchise shall not preclude the City, its agents or its contractors, from grading, excavating, or
doing other necessary road work contiguous to Avista's Facilities provided that Avista shall be
given not less than ten (10)business days notice of said work, except in events of emergency
when there exists an unforeseen and substantial risk or threat to public health, safety, welfare, or
waste of resources, in which case the City will make reasonable efforts to contact Avista prior to
doing said work and provided further that the City, its agents and contractors, shall be liable for
any damages, including any consequential damages to third parties, caused by said work to any
Facilities belonging to Avista.
4.3 Expansion of Avista's Facilities
Facilities in the City's Franchise Area that are incidental to the Franchise Area, or that have been,
or are at any future time acquired, newly constructed, leased, or utilized in any manner by Avista
shall be subject to all provisions of this Franchise.
4.4 Change of Boundaries of the City
Any subsequent additions or modifications of the boundaries of the City, whether by annexation,
consolidation, or otherwise, shall be subject to the provisions of this Franchise as to all such
areas. The City shall notify Avista of the scope of any change of boundaries not less than thirty
(30) days prior to such change becoming effective or in accordance with applicable state laws,
and shall affirm, authorize and ratify all prior installations authorized by permits or other action
not previously covered by this Franchise.
4.5 Removal of Abandoned Facilities
During the Term of this Franchise, or upon a revocation or non-renewal of this Franchise, the
City may direct Avista to remove designated abandoned Facilities from the Franchise Area at its
own expense and as soon as practicable, but only where such abandoned Facilities constitute a
demonstrated threat to public health and safety. Avista shall not be required to remove or pay for
the removal of facilities it has previously abandoned to another franchisee, or utility under a joint
use agreement, or Person granted permission to access Avista's facilities.
4.6 Vacation of Properties by City
If, at any time, the City shall vacate any road, right-of-way or other public property which is
subject to rights granted by this Franchise, such vacation shall be subject to the reservation of a
perpetual utility easement to Avista for the purpose of constructing, reconstructing, operating,
repairing, upgrading and maintaining Avista's Facilities that exist at the time of vacation on the
affected property. The City shall, in its vacation procedure,reserve and grant said easement to
Avista for Avista's Facilities and shall also expressly prohibit any use of the vacated properties
which will interfere with Avista's full enjoyment and use of said easement.
SECTION 5.0 RELOCATION OF AVISTA'S FACILITIES
5.1 Relocation of Facilities Requested by City
Upon request of the City,Avista shall relocate its Facilities as necessary within the Franchise
Area as specifically designated in design plans that are no less than sixty (60)percent complete
by the City for such purpose. For purposes of this provision, all reasonable efforts shall be made
by the City, with input from Avista, to minimize the impacts of potential relocation. The City
shall provide Avista with reasonable notice of any intended or expected requirement or request to
relocate Avista's Facilities. Said notice shall not be less than ninety (90) calendar days prior to
any such relocation and, depending on the circumstances, may be greater than one hundred
twenty (120) calendar days if necessary to allow Avista sufficient time to arrange for relocation
upon consultation with the City. In cases of emergency, or where not otherwise reasonably
foreseeable by the City, the notice requirements of this Section may be shortened by discussion
and agreement between the Parties. The City shall use reasonable efforts to cause any such
relocation to be consistent with any applicable long-term development plans of the City.
In the event a City-requested relocation forces Avista off City's existing Public Rights of Way
then the City shall accommodate such relocation by securing an acceptable, alternate location for
utilities and removing any obstructions, including, without limitation, trees, vegetation or other
objects that may interfere with the installation, operation, repair, upgrade or maintenance of
Avista's Facilities on the affected Property. If the City requires the subsequent relocation of any
of Avista's Facilities within five (5)years from the date of relocation of such Facilities or
installation of new Facilities, regardless of the cause for either the initial or subsequent
relocation, the City shall bear the entire cost of such subsequent relocation.
Notwithstanding the above,Avista shall not be required to relocate facilities of other entities that
were abandoned to another franchisee. Such relocation of these types of facilities shall be in
accordance with Section 5.2 below.Avista agrees to relocate all Facilities promptly within a
reasonable time. Upon notice from the City, the parties agree to meet and determine a reasonable
relocation time,which shall not exceed the time normally needed for construction projects of the
nature of the City's relocation request unless otherwise mutually agreed. This Section shall not
apply to Facilities in place pursuant to private easement held by Avista, regardless of whether
such Facilities are also located within the Franchise Area. In the event the City requests
relocation of Facilities that are in place pursuant to an existing easement, said relocation shall be
treated in the same manner as a relocation requested by third parties under Section 5.2, below,
with the City bearing the expense of relocation.
5.2 Relocation of Facilities Requested by Third Parties
City acknowledges that Avista is obligated to provide Gas service and related line extension or
relocation of Facilities for the benefit of its customers and to require compensation for such
services on a non-preferential basis in accordance with applicable Tariffs. If Facilities are to be
relocated at the request of or for the primary benefit of a third party, the City shall not require
Avista to relocate its Facilities until such time as a suitable location can be found and the third
party has entered into an agreement to reimburse Avista for its reasonable costs of relocation.
5.3 Availability of Other Funds
In the event the City applies for federal, state or other non-City funding for Right of way
improvement funds available in whole or in part for utility relocating purposes, the City agrees to
use reasonable efforts to apply for such funds, provided such funds do not interfere with the
City's right to obtain the same or similar funds, or otherwise create any expense or detriment to
the City. The City may recover all costs, including internal costs, associated with obtaining such
funds.
SECTION 6.0 INDEMNITY
6.1 Indemnification of City
Avista agrees to defend and indemnify the City, its appointed and elected officers and employees
or agents, from any and all liabilities, claims, causes of action, losses, damages and expenses,
including costs and reasonable attorneys' fees, that the City may sustain, incur, become liable for,
or be required to pay, as a consequence of or arising from the negligent acts or omissions of
Avista,its officers, employees or agents in connection with Avista's obligations under this
Franchise provided, however, that this indemnification provision shall not apply to the extent that
said liabilities, claims, damages and losses were caused by or result from the negligence of the
City, elected officers and employees or agents.
6.2 Indemnification of Avista
To the extent permitted by law, City agrees to defend and indemnify Avista, its officers and
employees,from any and all liabilities, claims, causes of action, losses, damages and expenses,
including costs and reasonable attorneys' fees, that Avista may sustain, incur, become liable for,
or be required to pay, as a consequence of or arising from the negligent acts or omissions of the
City, its appointed and elected officers and employees or agents in connection with City's
obligations under this Franchise provided, however, that this indemnification provision shall not
apply to the extent that said liabilities, claims, damages, losses and so forth were caused by or
result from the negligence of Avista, its employees or agents. This indemnification is subject to
the limitations of liability and procedural requirements set forth in the Oregon Tort Claims Act
ORS 30.260 to 30.300 and does not waive any defenses or immunities available to the City under
applicable law.
SECTION 7.0 FRANCHISE DISPUTE RESOLUTION
7.1 Non-waiver
Failure of a Party to declare any breach or default of this Franchise immediately upon the
occurrence thereof, or delay in taking any action in connection therewith, shall not waive such
breach or default, but the Parry shall have the right to declare any such breach or default at any
time. Failure of a Party to declare one breach or default does not act as a waiver of the Party's
right to declare another breach or default. In addition, the pursuit of any right or remedy by the
City shall not prevent the City from thereafter declaring a revocation and forfeiture for breach of
the conditions of the Franchise.
7.2 Dispute Resolution by the Parties
Disputes regarding the interpretation or execution of the terms of this Franchise that cannot be
resolved by department counterparts representing the Parties, shall be submitted to the City's
Attorney and an attorney representing Avista for resolution. If a mutually satisfactory or timely
resolution cannot then be reached by the above process, prior to resorting to a court of competent
jurisdiction,the Parties shall submit the dispute to a non-binding alternate dispute resolution
process agreed to by the Parties.
7.3 Right of Enforcement
No provision of this Franchise shall be deemed to bar the right of the City or Avista to seek
judicial relief from a violation of any provision of the Franchise to recover monetary damages
for such violations by the other Party or to seek enforcement of the other Party's obligations
under this Franchise by means of specific performance, injunctive relief or any other remedy at
law or in equity pursuant to Section 7.4.Any litigation between the City and Avista arising under
or regarding this Franchise shall occur, if in the state courts, in a court of competent jurisdiction,
and if in the federal courts, in the United States District Court for the District of Oregon.
7.4 Attorneys'Fees and Costs
Each Parry shall pay for its own attorneys'fees and costs incurred in any dispute resolution
process or legal action arising out of the existence of this Franchise.
SECTION 8.0 GENERAL PROVISIONS
8.1 Franchise as Contract,No Third Party Beneficiaries
This Franchise is a contract between the Parties and binds and benefits the Parties and their
respective successors and assigns. This Franchise does not and is not intended to confer any
rights or remedies upon any persons, entities or beneficiaries other than the Parties.
8.2 Force Majeure
In the event that Avista is delayed in or prevented from the performance of any of its obligations
under the Franchise by circumstances beyondAvista's control (Force Majeure), including,
without limitation, third party labor disputes, fire, explosion, flood, earthquake, power outage,
acts of God, war or other hostilities and civil commotion,pandemic, epidemic, or cyberattack,
then Avista's performance shall be excused during the period of the Force Majeure occurrence.
Avista will use all commercially reasonable efforts to minimize the period of the disability due to
the occurrence. Upon removal or termination of the occurrence,Avista will promptly resume
performance of the affected Franchise obligations in an orderly and expeditious manner.
8.3 Prior Franchises Superseded
As of the Effective Date this Franchise shall supersede all prior gas franchises for the Franchise
Area previously granted to Avista or its predecessors by City, and shall affirm, authorize and
ratify all prior installations authorized by permits or other action not previously covered by prior
Franchise. Termination of the prior Franchise shall not, however,relieve the Parties from any
obligations which accrued under said Franchise prior to its termination, including but not limited
to, any outstanding indemnity, reimbursement or administrative fee payment obligations.
8.4 Severability
The Franchise is granted pursuant to the laws of the State of Oregon relating to the granting of
such rights and privileges by City. If any article, section, sentence, clause, or phrase of this
Franchise is for any reason held illegal, invalid, or unconstitutional, such invalidity shall not
affect the validity of the Franchise or any of the remaining portions. The invalidity of any portion
of this Franchise shall not abate, reduce, or otherwise affect any obligation required of the City
and Avista.
8.5 Changes or Amendments
Changes or amendments to this Franchise shall not be effective until lawfully adopted by the
City and agreed to by Avista.
8.6 Supremacy and Governing Law
This Agreement shall be interpreted, construed and enforced in all respects in accordance with
the laws of the State of Oregon. In the event of any conflict between this Franchise and any City
ordinance, regulation or permit,the provisions of this Franchise shall control. In the event of a
conflict between the provisions of this Franchise and Avista's applicable Tariff on file with the
Commission, the Tariff shall control. In the event a conflict exists between the terms of this
Franchise and Avista's Tariff with the Commission that cannot be resolved,Avista may suspend
or abandon the rights and obligations of this Franchise upon reasonable notice to the City.
8.7 Headings
The headings or titles in this Franchise are for the purpose of reference only and shall not in any
way affect the interpretation or construction of this Franchise.
8.8 Acceptance of Franchise
Avista shall, within thirty (30) calendar days after final passage of this Agreement, file with the
City Recorder, its acceptance of the terms and conditions of this Franchise.
8.9 Abandonment or Suspension of Franchise Rights and Obligations
Avista may at any time abandon the rights and authorities granted hereunder, provided that six
(6) months written notice of intention to abandon is given to City. In addition, pursuant to
Section 8.6 and in the event a conflict exists between the terms of this Franchise and Avista's
Tariff with the Commission that cannot be resolved,Avista may suspend or abandon the rights
and obligations of this Franchise upon reasonable notice to the City.
8.10 Venue
This Franchise Agreement has been made entirely within the state of Oregon. If any suit or
action is filed by any party to enforce this Franchise Agreement or otherwise with respect to the
subject matter of this Agreement,venue shall be in the federal or state courts in Jackson County,
Oregon.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date last
written below.
CITY OF ASHLAND:
Dated: 4/13/2026
City Manager or Mayor City of Ashland, Oregon
AVISTA CORPORATION:
Dated: 4/13/2026
By: ' —_� Name: Heather Rosentrater Title: President and CEO
Avista Corporation dba Avista Utilities
Approved as to form
Johan Pietila
Ashland City Attorney