APPENDIX A. ELECTRICITY FRANCHISE

ORDINANCE NO. 793

AN ORDINANCE GRANTING AN ELECTRIC UTILITY FRANCHISE TO PACIFICORP

WHEREAS, PacifiCorp d.b.a. Pacific Power (“PacifiCorp”), is a regulated public utility that provides electric power and energy within the City of Brownsville (the “City”) and other surrounding areas;

WHEREAS, providing electrical power and energy requires the installation, operation and maintenance of power poles and other related facilities to be located within the Public Ways of the City;

WHEREAS, the City desires to set forth the terms and conditions by which PacifiCorp shall use the Public Ways of the City;

NOW, THEREFORE, be it ordained by the City:

SECTION 1. Grant of Franchise. The City hereby grants to PacifiCorp the right, privilege and authority to construct, maintain, operate, upgrade, and relocate its electrical distribution and transmission lines and related appurtenances, including underground conduits and structures, poles, towers, wires, guy anchors, vaults, transformers, transmission lines, and communication lines (collectively referred to herein as “Electric Facilities”) in, under, along, over and across the present and future streets, alleys, public ways, bridges, sidewalks, trails, public utility easements, and public places (collectively referred to herein as “Public Ways”) under the jurisdiction of the City, for the purpose of supplying and transmitting electric power and energy to the inhabitants of the City and persons and corporations beyond the limits thereof. The scope of this Franchise does not apply to any Electric Facilities placed in Public Ways under a pre-existing easement or other right encumbering the City’s property rights in such Public Ways. Notwithstanding this grant, no new Electric Facilities shall be placed in, under, along, over or across present and future bridges, trails, and public places without prior written authorization from the City which may contain such additional conditions as the City deems appropriate.

SECTION 2. Term. The term of this Franchise is for ten (10) years commencing on the date of acceptance by PacifiCorp as set forth in Section 3 below. In addition to the obligation to undertake and finalize negotiations regarding amendments to the Franchise as provided by Section 16, PacifiCorp and City agree to meet every on or about October 1st in 2024, 2027 and 2030, or upon request of either party, for discussion regarding issues related to the Franchise, which discussions may lead to a request to amend the Franchise pursuant to Section 16.

SECTION 3. Acceptance by PacifiCorp. Within sixty (60) days after the passage of this ordinance by the City, PacifiCorp shall file an unqualified written acceptance thereof, with the City Recorder, otherwise the ordinance and the rights granted herein shall be null and void.

SECTION 4. Non-Exclusive Franchise. The right to use and occupy the Public Ways of the City shall be nonexclusive and the City reserves the right to use the Public Ways for itself or any other entity that provides service within the City; provided, however, that such use shall not unreasonably interfere with PacifiCorp’s Electric Facilities or PacifiCorp’s rights granted herein.

SECTION 5. City Regulatory Authority. In addition to the provision herein contained, the City reserves the right to adopt such additional ordinances, rules, and regulations as may be deemed necessary in the exercise of its police power for the protection of the health, safety and welfare of its citizens and their properties or exercise any other rights, powers, or duties required or authorized, under the Constitution of the State of Oregon, the laws of Oregon, the City Charter, or City Ordinances.

SECTION 5A. Meet and Confer. At City’s request, PacifiCorp will meet and confer to discuss any rate increases or the termination of any third-party agreement by a utility providing service within the City to use PacifiCorp facilities. PacifiCorp shall respond to the City within five (5) business days and a meeting shall be held within 15 business days of the City’s request.

SECTION 6. Indemnification. The City shall in no way be liable or responsible for any loss or damage to property or any injury to, or death, of any person that may occur in the construction, operation or maintenance by PacifiCorp of its Electric Facilities. PacifiCorp shall indemnify, defend and hold the City harmless from and against claims, demands, liens and all liability or damage of whatsoever kind on account of PacifiCorp’s use of the Public Ways within the City, and shall pay the costs of defense plus reasonable attorneys’ fees for any claim, demand or lien brought thereunder. The City shall: (a) give prompt written notice to PacifiCorp of any claim, demand or lien with respect to which the City seeks indemnification hereunder; and (b) unless in the City’s judgment a conflict of interest exists between the City and PacifiCorp with respect to such claim, demand or lien, permit PacifiCorp to assume the defense of such claim, demand, or lien with counsel satisfactory to City. If such defense is not assumed by PacifiCorp, PacifiCorp shall not be subject to liability for any settlement made without its consent. Notwithstanding any provision hereof to the contrary, PacifiCorp shall not be obligated to indemnify, defend or hold the City harmless to the extent any claim, demand or lien arises out of or in connection with any negligent or willful act or failure to act of the City or any of its officers or employees.

SECTION 6A. Insurance. PacifiCorp shall maintain public liability and property damage insurance that protects PacifiCorp and the City, as well as the City’s officers, agents, and employees, from the claims referred to in Section 6 of this Franchise. The insurance shall provide coverage at all times of not less than $2,000,000 combined single limit for bodily injury liability and property damage liability per occurrence with an annual aggregate limit of not less than $5,000,000. The limits of the insurance shall be subject to any changes as to maximum constitutional and statutory limits of liability imposed on municipalities of the State of Oregon during the term of the Franchise. The insurance shall be without prejudice to coverage otherwise existing and shall name as additional insureds the City and its officers, agents, and employees. Notwithstanding the naming of additional insureds, the insurance shall protect each insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer’s liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage must apply as to claims between insureds on the policy. The insurance shall provide that the insurance shall not be canceled or materially altered without thirty (30) days prior written notice first being given to the City. If the insurance is canceled or materially altered within the term of this Franchise, PacifiCorp shall provide a replacement policy with the same terms. PacifiCorp agrees to maintain continuous uninterrupted coverage, in the terms and amounts required, for the duration of the Franchise.

PacifiCorp shall maintain on file with the City a certificate of insurance certifying the coverage required above. The adequacy of the insurance shall be subject to the approval of the City. Failure to maintain liability insurance shall be cause for immediate termination of this Franchise by the City.

In the alternative to providing a certificate of insurance to the City certifying liability insurance coverage as required, PacifiCorp may provide the City with an annual statement regarding its self-insurance. PacifiCorp’s self-insurance shall provide at least the same amount and scope of coverage for PacifiCorp and the City, its officers, agents and employees, as otherwise required under Section 6.A. The adequacy of such self-insurance shall be subject to the City’s review and approval. Upon PacifiCorp’s election to provide self-insurance coverage under this Section, any failure by PacifiCorp to maintain adequate self-insurance may be cause for the City to declare a forfeiture or immediately terminate this Franchise.

SECTION 7. Annexation.

7.1 Extension of City Limits. Upon the annexation of any territory to the City, the rights granted herein shall extend to the annexed territory to the extent the City has such authority. All Electric Facilities owned, maintained, or operated by PacifiCorp located within any Public Ways of the annexed territory shall thereafter be subject to all of the terms hereof.

7.2 Annexation. When any territory is approved for annexation to the City, the City shall, not later than ten (10) working days after passage of an ordinance approving the annexation, provide by certified mail to PacifiCorp: (a) each site address to be annexed as recorded on county assessment and tax rolls; (b) a legal description of the proposed boundary change; and (c) a copy of the City’s ordinance approving the annexation. The notice shall be mailed to:

PacifiCorp Customer Contact Center

Attn: Annexation

P.O. Box 400

Portland, Oregon 97202-0400

With a copy to:

PacifiCorp

Attn: Office of the General Counsel

825 N.E. Multnomah, Suite 2000

Portland, Oregon 97232

Additional or increased fees or taxes, other than ad valorem taxes, imposed on PacifiCorp as a result of an annexation of territory to the City shall become effective on the effective date of the annexation provided notice is given to PacifiCorp in accordance with ORS 222.005, as amended from time to time.

SECTION 8. Planning, Design, Construction and Installation of PacifiCorp Facilities.

8.1 All Electric Facilities installed or used under authority of this Franchise shall be used, constructed and maintained in accordance with applicable federal, state and city laws, codes and regulations.

8.2 Except in the case of an emergency, PacifiCorp shall, prior to commencing work in the Public Ways, apply for a permit from the City which permit shall not be unreasonably withheld, conditioned, or delayed. PacifiCorp will abide by all applicable ordinances and all rules, regulations and requirements, and the City may inspect the manner of such work and require remedies as may be necessary to assure compliance. Notwithstanding the foregoing, PacifiCorp shall not be obligated to obtain a permit prior to performing emergency repairs but PacifiCorp shall notify the City as soon as reasonably practical and shall use reasonable efforts to notify the City prior to performing the emergency repairs. PacifiCorp may immediately initiate such emergency repairs and shall apply for all appropriate permits as soon as possible, but not to exceed five (5) business days following discovery of the emergency. PacifiCorp must comply with all applicable laws, ordinances, rules, and regulations relating to excavations or construction, including payment of permits and license fees.

8.3 All Electric Facilities shall be located and constructed so as to cause minimum interference with the Public Ways of the City and shall be constructed, installed, maintained, cleared of vegetation, renovated or replaced in accordance with applicable laws, rules, ordinances and regulations including but not limited to the then current Standards for Public Improvements of the City. PacifiCorp’s Electric Facilities shall be constructed, maintained and repaired in such manner as not to interfere with pre-existing sewers, water pipes, or any other property of the City, or with any other facilities that may have been laid in the Public Way by or under the City’s authority. The City shall have the right to observe and inspect all location, construction or installation of PacifiCorp’s Electric Facilities and to make such inspections as it shall find necessary to ensure compliance with all laws, ordinances, rules and regulations. PacifiCorp is responsible for all work performed by or for PacifiCorp or its agents.

8.4 If, during the course of work on its Electric Facilities, PacifiCorp causes damage to or alters the Public Ways, or makes an opening in a hard surface pavement in any Public Way, PacifiCorp shall, at its own cost and expense, in a manner approved by the City, and within a reasonable period of time, replace and restore the Public Way to a condition comparable to that which existed before the work commenced. The City reserves the right, after providing written notice and a reasonable opportunity to cure to PacifiCorp, to remove and/or repair any work done by PacifiCorp which, in the reasonable determination of the City, does not comply with the requirements of this Section 8.4 or is unsafe. The notice shall include a date by which the work must be completed; provided that such date must be reasonably calibrated based on the scope and complexity of the required work; and provided further that PacifiCorp may request an informal meeting with the City Manager to discuss the completion date. The City may, after providing PacifiCorp written notice and a reasonable opportunity to cure, refill and/or repave any opening made by PacifiCorp in a Public Way to the standards required under this Section 8.4 at the expense of PacifiCorp. All reasonable costs of such remediation, including costs of inspection and supervision, shall be paid by PacifiCorp.

8.5 In connection with private development line extension requests, PacifiCorp shall, upon its receipt of payment of all charges provided in its tariffs or their equivalent, place newly constructed electric distribution lines underground as may be required by City ordinance, rule, or regulation.

8.6 The City shall have the right without cost to use all poles and suitable overhead structures owned by PacifiCorp within Public Ways for City wires used in connection with its fire alarms, police signal systems, or other communication lines used for governmental purposes; provided, however, any such uses shall be for activities owned, operated or used by the City for a public purpose and shall not include the provision of CATV, internet, or similar services to the public. Provided further, that PacifiCorp shall assume no liability nor shall it incur, directly or indirectly, any additional expense in connection therewith, and the use of said poles and structures by the City shall be in such a manner as to prevent safety hazards or interferences with PacifiCorp’s use of same. Nothing herein shall be construed to require PacifiCorp to increase pole size, or alter the manner in which PacifiCorp attaches its equipment to poles, or alter the manner in which it operates and maintains its Electric Facilities. City attachments shall be installed and maintained in accordance with the reasonable requirements of PacifiCorp and the current edition of the National Electrical Safety Code pertaining to such construction. Further, City attachments shall be attached or installed only after written approval by PacifiCorp.

8.7 PacifiCorp shall have the right to excavate the Public Ways subject to reasonable conditions and requirements of the City. Before installing new underground conduits or replacing existing underground conduits, PacifiCorp shall first notify the City of such work and shall allow the City, at its own expense, to share the trench of PacifiCorp to lay its own conduit therein, provided that such action by the City will not unreasonably interfere with PacifiCorp’s Electric Facilities or delay project completion. No newly overlayed or constructed street shall be excavated by PacifiCorp for a period of five (5) years from the time of completion of the street overlay or construction unless authorized by the City, in writing.

8.8 Before commencing any street improvements or other work within a Public Way that may affect PacifiCorp’s Electric Facilities, the City shall give written notice to PacifiCorp. In the event that emergency repairs are necessary, City may immediately initiate such emergency repairs and shall notify PacifiCorp of such repairs as soon as reasonably practical and shall use reasonable efforts to notify the City prior to performing the emergency repairs.

8.9 No structures, buildings or signs shall be erected below PacifiCorp’s facilities or in a location that prevents PacifiCorp from accessing or maintaining its facilities. Below or immediately adjacent to PacifiCorp’s facilities, the City will plant only such species of vegetation that will not interfere with PacifiCorp’s facilities or require maintenance by PacifiCorp.

8.10 PacifiCorp shall provide the City with a report of all new services created within City boundaries on an annual basis during the term of this Franchise. The report shall be provided both electronically and in hard copy form. The City shall provide written confirmation of the accuracy of the report and/or any corrections thereto to PacifiCorp within a reasonable period of time following receipt of the report.

8.11 PacifiCorp shall promptly cover or remove graffiti on Electric Facilities upon written notice from City.

8.12 No less frequently than annually, upon written request from the City, PacifiCorp shall provide maps to the City showing the location of PacifiCorp’s Facilities in Public Ways on a scale the City and PacifiCorp agree upon. PacifiCorp shall provide such maps in an electronic format acceptable to the City and PacifiCorp and also in hard copy form. The level of detail in maps provided by PacifiCorp shall be limited to that which is needed for the City’s administration of the Public Ways in order to protect PacifiCorp’s confidential business information and the security of PacifiCorp’s Electric Energy System.

SECTION 9. Relocation of Electric Facilities.

9.1 The City reserves the right to require PacifiCorp to relocate overhead Electric Facilities within the Public Ways in the interest of public convenience, necessity, health, safety or welfare at no cost to the City. Within a reasonable period of time after written notice, PacifiCorp shall promptly commence the overhead relocation of its Electric Facilities. The City and PacifiCorp shall cooperate to identify a reasonable alignment for the relocated Electric Facilities within the Public Ways of the City. The City shall assign or otherwise transfer to PacifiCorp all right it may have to recover the cost for the relocation work and shall support the efforts of PacifiCorp to obtain reimbursement. PacifiCorp shall convert existing overhead distribution facilities to underground, if required by the City, subject to PacifiCorp’s tariffs, state statutes, administrative rules and regulations regarding forced conversions. Subject to and in accordance with such tariffs, state statutes, administrative rules and regulations, the City may direct PacifiCorp to pay the expense of forced underground conversions, and PacifiCorp may recover its costs from City customers. Nothing in this paragraph shall prevent the City and PacifiCorp from agreeing on a case-by-case basis to a different form of cost recovery or another mechanism for funding an underground project that is consistent with PacifiCorp’s tariffs, state statutes, administrative rules or regulations.

9.2 PacifiCorp shall not be obligated to pay the cost of any relocation that is required or made a condition of a private development. If the removal or relocation of facilities is caused directly or otherwise by an identifiable development of property in the area, or is made for the convenience of a customer, PacifiCorp may charge the expense of removal or relocation to the developer or customer. For example, PacifiCorp shall not be required to pay relocation costs in connection with a road widening or realignment where the road project is made a condition or caused by a private development. In such event, the City shall require the developer to pay PacifiCorp for such relocation costs as part of its approval procedures.

9.3 If PacifiCorp fails to relocate, remove, rearrange, or alter any Electric Facilities as requested by the City within the time established by the City, which time period must be reasonable and take into account the scope and complexity of the project, for reasons that are within PacifiCorp’s control, the City may after providing written notice to PacifiCorp and a reasonably opportunity to cure, cause the Electric Facilities to be relocated, removed, rearranged, or altered by qualified contractors at PacifiCorp’s sole expense. The notice shall include a date by which the work must be completed; provided that such date must be reasonably calibrated based on the scope and complexity of the required work; and provided further that PacifiCorp may request an informal meeting with the City Manager to discuss the completion date. Upon receipt of demand for payment from the City, PacifiCorp shall promptly reimburse the City for all reasonable, documented costs the City reasonably incurred to relocate, remove, rearrange or alter Electric Facilities, including any costs incurred to collect payment from PacifiCorp.

SECTION 10. Subdivision Plat Notification. Before the City approves any new subdivision and before recordation of the plat, the City shall mail notification of such approval and a copy of the plat to PacifiCorp:

Pacific Power

Attn: Estimating Department

830 Old Salem Rd.

Albany, OR 97321

SECTION 10A. Development Notification and Coordination. The City shall mail notification of development applications to PacifiCorp:

Pacific Power

Attn: Estimating Department

830 Old Salem Rd.

Albany, OR 97321

Within thirty (30) days of the date a development notification is received by PacifiCorp, PacifiCorp shall confirm its receipt of such notification and thereafter cooperate in good faith with the City and developer, as necessary and appropriate, in connection with the development of plans and specifications required to extend Electric Facilities through the Public Ways to the proposed development. PacifiCorp shall make reasonable efforts to respond promptly to City and developer inquiries regarding any proposed line extension. If extension of power will require the proposed development to install facilities for use by PacifiCorp, PacifiCorp will provide the final plans and specifications for such extension to the City within thirty (30) days after the City’s written request following the agreement by PacifiCorp and the developer to the final plans and specifications. In the event that PacifiCorp determines that it is necessary to change to final plans and specifications, PacifiCorp shall make good faith efforts to notify the City and the developer at least thirty (30) days prior to the scheduled date of construction.

SECTION 11. Vegetation Management. PacifiCorp or its contractor may prune all trees and vegetation which overhang the Public Ways, whether such trees or vegetation originate within or outside the Public Ways, to prevent the branches or limbs or other part of such trees or vegetation from interfering with PacifiCorp’s Electric Facilities. Such pruning shall comply with the American National Standard for Tree Care Operation (ANSI A300) and be conducted under the direction of an arborist certified with the International Society of Arboriculture. A growth inhibitor treatment may be used for trees and vegetation species that are fast-growing and problematic; provided that PacifiCorp, prior to application and within fifteen (15) business days of the City’s request, shall provide the City information regarding product(s) used for growth inhibitor treatment or any other herbicide or pesticide that may be used in the right-of-way or easements. Nothing contained in this Section shall prevent PacifiCorp, when necessary and with the approval of the owner of the property on which they may be located, from cutting down and removing any trees which overhang streets.

SECTION 12. Compensation.

12.1 In consideration of the rights, privileges, and franchise hereby granted, PacifiCorp shall pay to the City from and after the effective date of the acceptance of this Franchise, five percent (5%) of its gross revenues derived from within the corporate limits of City. The term “gross revenue” as used herein shall be construed to mean any revenue of PacifiCorp derived from the retail sale and use of electric power and energy within the municipal boundaries of the City after adjustment for the net write-off of uncollectible accounts (accounts which, despite PacifiCorp’s best efforts, have been uncollectible for 12 months or more) and corrections of bills theretofore rendered. All amounts paid under this Section 12 shall be subject to review by the City; provided that only payments which occurred during a period of thirty-six (36) months prior to the date the City notifies PacifiCorp of its intent to conduct a review shall be subject to such review. Notwithstanding any provision to the contrary, at any time during the term of this Franchise, the City may elect to increase the franchise fee amount as may then be allowed by state law. The City shall provide PacifiCorp with prior written notice of such increase following adoption of the change in percentage by the City. The increase shall be effective sixty (60) days after City has provided such written notice to PacifiCorp.

12.2 Payment of the compensation owed under this Franchise shall not exempt PacifiCorp from the payment of any other generally applicable business license fee, tax or charge on the business occupation property or income of PacifiCorp that may be now or in the future lawfully imposed by the City or by another taxing authority, except as may be otherwise provided in the ordinance or ordinances imposing such other business license fees, taxes or charges.

12.3 Franchise fee payments shall be made monthly within fifteen (15) days of the end of each month. If PacifiCorp fails to make any undisputed payment within such period and does not cure such failure within fifteen (15) days following written notice from the City, PacifiCorp has shall be assessed a late payment charge equal to the rate of one percent (1%) over the existing prime rate as published in The Wall Street Journal, compounded daily. The late payment charge shall be due on the entire late payment from the date on which the payment was due until the date on which the City receives the payment.

12.4 Accompanying each payment to the City, PacifiCorp shall file with the City a written report containing an accurate statement in summarized form of its calculation of the amount of the payment. Such statement shall be verified by an officer or other authorized representative of PacifiCorp and shall set forth its gross revenues according to their accounting subdivision and any deductions claimed for the period. Such reports shall be in a form reasonably satisfactory to the City.

12.5 No acceptance of any payment pursuant to this Section 12 shall be construed as an accord that the amount paid is, in fact, the correct amount, nor shall any acceptance of payments be construed as a release of any claim the City may have for further or additional sums payable.

12.6 The City and its agents and representatives shall have authority to arrange for and conduct audits within a reasonable day’s commute to Junction City, upon no less than thirty (30) days prior written notice, no more than once per year. The City may join with other municipalities and conduct a joint audit. The City may determine the scope of audit in each instance, provided that only payments which occurred during a period of thirty-six (36) months prior to the date the City notifies PacifiCorp of its intent to perform an audit shall be subject to such audit. The City shall provide written notice to PacifiCorp of the results of the audit. Within ten (10) days of the date of the notice, PacifiCorp may request an informal meeting with the City Manager to discuss the audit. If the results of City’s audit, after resolution of any dispute regarding the audit, discloses that PacifiCorp has paid ninety-five percent (95) or less of the principal amount owing for the period under audit, PacifiCorp agrees to pay the City the proper amount due and owing and reimburse the City the City’s reasonable, documented costs of the audit. If payment of any undisputed underpaid amounts is not received within thirty (30) days of written notice from the City, then a late payment charge shall be due as provided by Section 12.3.

SECTION 13. Renewal. At least 120 days prior to the expiration of this Franchise, PacifiCorp and the City shall agree to either extend the term of this Franchise for a mutually acceptable period of time or the parties shall use best faith efforts to renegotiate a replacement Franchise. PacifiCorp shall have the continued right to use the Public Ways of the City as set forth herein in the event an extension or replacement Franchise is not entered into upon expiration of this Franchise, provided both parties are participating in good faith negotiations. Notwithstanding the above, upon 365 days after the expiration of this Franchise, if the parties have failed to reach an agreement regarding the extension of the Term or a replacement Franchise, the City may: 1) grant an extension of time to extend the Term or renegotiate a replacement Franchise; or 2) demand that PacifiCorp remove its Electric Facilities and restore the City rights-of-way to a safe and operable condition comparable in quality and construction to that of the surrounding area.

SECTION 14. No Waiver. Neither the City nor PacifiCorp shall be excused from complying with any of the terms and conditions of this Franchise by any failure of the other, or any of its officers, employees, or agents, upon any one or more occasions to insist upon or to seek compliance with any such terms and conditions.

SECTION 15. Transfer of Franchise. PacifiCorp shall not transfer or assign any rights under this Franchise to another entity, except transfers and assignments by operation of law, unless the City shall first give its approval in writing, which approval shall not be unreasonably withheld; provided, however, inclusion of this Franchise as property subject to the lien of PacifiCorp’s mortgage(s) shall not constitute a transfer or assignment. In determining whether City will consent to any transfer, the City may inquire into the technical, legal and financial qualifications of the respective transferee. PacifiCorp will assist the City with such inquiry. The City shall not unreasonably delay or withhold its consent to such transfer.

SECTION 16. Amendment. At any time during the term of this Franchise, the City, through its City Council, or PacifiCorp may propose amendments to this Franchise by giving thirty (30) days written notice to the other of the proposed amendment(s) desired, and both parties thereafter, through their designated representatives, will, within a reasonable time, negotiate in good faith in an effort to agree upon mutually satisfactory amendment(s). No amendment or amendments to this Franchise shall be effective until mutually agreed upon by the City and PacifiCorp and formally adopted as an ordinance amendment.

SECTION 17. Non-Contestability--Breach of Contract.

17.1 Neither the City nor PacifiCorp will take any action for the purpose of securing modification of this Franchise before either the Oregon Public Utility Commission or any Court of competent jurisdiction; provided, however, that neither shall be precluded from taking any action it deems necessary to resolve difference in interpretation of the Franchise nor shall PacifiCorp be precluded from seeking relief from the Courts in the event Oregon Public Utility Commission orders, rules or regulations conflict with or make performance under the Franchise illegal.

17.2 In the event PacifiCorp or the City fails to fulfill any of their respective obligations under this Franchise, the City, or PacifiCorp, whichever the case may be, will have a breach of contract claim and remedy against the other in addition to any other remedy provided by law, provided that no remedy which would have the effect of amending the specific provisions of this Franchise shall become effective without such action which would be necessary to formally amend the Franchise.

SECTION 18. Notices. Unless otherwise specified herein, all notices from PacifiCorp to the City pursuant to or concerning this Franchise shall be in writing and delivered to:

City of Brownsville

Attn: City Administrator

P.O. Box 188

Brownsville, OR 97327

Unless otherwise specified herein, all notices from the City to PacifiCorp pursuant to or concerning this Franchise shall be in writing and delivered to the Customer and Community Affairs Vice President, Pacific Power, 825 NE Multnomah, Lloyd Center Tower Suite 2000, Portland, Oregon 97232, and such other office as PacifiCorp may advise the City of by written notice.

SECTION 19. Severability. If any section, sentence, paragraph, term or provision hereof is for any reason determined to be illegal, invalid, or superseded by other lawful authority including any state or federal regulatory authority having jurisdiction thereof or unconstitutional, illegal or invalid by any court of common jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such determination shall have no effect on the validity of any other section, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the Franchise or any renewal or renewals thereof.

SECTION 20. Waiver of Jury Trial. To the fullest extent permitted by law, each of the parties hereto waives any right it may have to a trial by jury in respect of litigation directly or indirectly arising out of, under or in connection with this agreement. Each party further waives any right to consolidate any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

SECTION 21. Additional Remedies. In addition to any rights set out elsewhere in this Franchise, as well as its rights under City ordinance, the City reserves the right at its sole option to apply any of the following, alone or in combination, in the event of PacifiCorp’s violation of this Franchise if such violation is not corrected following written notice from the City and the lapse of the applicable cure period (or if no cure period is specified, a reasonable opportunity to cure):

21.1 Impose a financial Penalty of up to $1,000 per Franchise violation per occurrence; or

21.2 Revoke this Franchise with 90 days advance written notice.

The City may also revoke this Franchise with 180 days advance written notice in the event that any provision becomes invalid or unenforceable and the City Council expressly finds that such provision constituted a consideration material to the grant of the Franchise.

SECTION 22. Termination. In addition to any other rights set out elsewhere in this Franchise, the City reserves the right to terminate this Franchise if:

22.1 PacifiCorp fails to pay undisputed Franchise fees under this Franchise and does not cure the same within thirty (30) days following PacifiCorp’s receipt of written notice from the City of such failure;

22.2 PacifiCorp fails to remove, relocate, or rearrange Facilities as provided in this Franchise, or fails to properly excavate or restore Public Ways as provided in this Franchise, and does not cure the same within a reasonable time period following PacifiCorp’s receipt of written notice from the City of such failure;

22.3 PacifiCorp is found by a court of competent jurisdiction to have practiced any fraud or deceit upon the City; or

22.4 There is a final determination from a court or agency of competent jurisdiction that PacifiCorp has failed, refused or neglected or is otherwise unable to obtain or maintain required permits for the operation of its Electric Energy System and does not cure the same within a reasonable time period.

SECTION 23. Choice of Law. This contract shall be governed by and construed in accordance with the laws of the State of Oregon, even if Oregon’s choice of law rules would otherwise require application of the law of a different state.

PASSED by the City Council of the City of Brownsville, Oregon this 20th day of December, 2022.

	_______________/s/_____________________
	Mayor Don Ware
ATTEST:
_______________/s/_____________________
S. Scott McDowell
City Administrator