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Cardinal Pipeline taking over for Paramount Petroleum Corporation - 2014-02-14
��NTINGTp� 2000 Main Street, a ,,• Huntington Beach,CA �:• City of Huntington Beach 92648 } APPROVED FOR ADOPTION ��CF•F°u oos!o,F�e 7-0 �UNTY�P� File #: 24-535 MEETING DATE: 8/6/2024 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: Bill Krill, Real Estate and Project Manager Subject: Adopt Ordinance No. 4320 to authorize execution of an Amendment to the Pipeline Franchise Agreement with Cardinal Pipeline, L.P. for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances Approved for Introduction July 16, 2024 by a vote of 6-0-1 (Strickland-Absent) Statement of Issue: The Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. expired on February 13, 2024. The Franchise Agreement is now up for extension and a ten-year Amendment is being proposed for the operation and maintenance of the existing pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Financial Impact: The City will continue to receive a Base Annual Fee of$117,024.35 plus any adjustments by an annual rate of change based on the Consumer Price Index (CPI). Recommended Action: A) Adopt Ordinance No. 4320, "An Ordinance of the City Council of the City of Huntington Beach Amending Ordinance No. 4008 which Granted an Oil Pipeline Franchise"; and, B) Approve and authorize the Mayor and City Clerk to execute the "Amendment to Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P." Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: Staff is requesting approval of an Amendment to the Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. for the operation and maintenance of an existing City of Huntington Beach Page 1 of 3 Printed on 7/31/2024 powereeN,Legistar1' File #: 24-535 MEETING DATE: 8/6/2024 pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch, and 12-inch diameter pipeline with the following breakdown: Pipe Diameter, Inches Base Rate, Linear Foot Linear Feet of Pipe Total Base Rate 6 $0.895 39,425.00 $35,282.38 10 • $1.485 7,409.00 $11,002.37 12 $1.787 •39,584.00 $70,736.61 Totals 86,418.00 $117,024.35 Cardinal Pipeline, L.P. acquired the rights granted under the Franchise Agreement and Ordinance 4075 from Paramount Petroleum Corporation in 2015. The Agreement, which was assumed by Cardinal Pipeline, had an expiration date of February 13, 2024. During the period from January 1, 2014, through December 31, 2023, the pipeline system was held as inactive. Since the Franchisee was not fully utilizing this pipeline, they were granted a 75% discount on the Base Annual Fee. The inactive period, as allowed under the agreement, was for a maximum of 10 years. This period has now expired, and the Franchisee will be obligated to pay the entire Base Annual Fee for the duration of the extension period as per the Amendment. Terms of the proposed Amendment to the Franchise Agreement include: • Term: 10 years • Base Annual Fee: $117,024.35 + Annual CPI adjustment • Corporate Surety Bond of$100,000 • Liability, Environmental, and Workers Compensation Insurance Staff, along with a petroleum consultant Evans & Walker, analyzed oil pipeline franchise fees at the state and local level and found that the City of Huntington Beach is currently charging rates that are comparable to or higher than all agencies reviewed. Staff recommends approval of the Amendment to the Franchise Agreement. The Agreement provides general fund revenue and ensures continued maintenance and responsibility for the pipeline network currently present within the City's right-of-way. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Goal 1 - Economic Development, Strategy A - Develop an updated economic development strategy to ensure business retention, local investments and job growth. City of Huntington Beach Page 2 of 3 Printed on 7/31/2024 powery LegistarTM File #: 24-535 MEETING DATE: 8/6/2024 Attachment(s): 1. Ordinance No. 4320 2. Amendment to Franchise Agreement Between the City of Huntington Beach and Cardinal Pipeline L.P. 3. Cardinal Pipeline Performance Bond 4. Cardinal Pipeline Certificate of Insurance 5. Original Franchise Agreement 2014 6. PowerPoint Presentation City of Huntington Beach Page 3 of 3 Printed on 7/31/2024 power LegistarTM ORDINANCE NO. 4320 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 4008 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, on February 3, 2014, the City Council adopted Ordinance No. 4008 which granted a franchise to Paramount Petroleum Corporation to construct, operate and maintain a pipeline for the transportation of oil; and On December 7, 2015, the City Council adopted Ordinance No. 4075, which approved the assignment of said franchise to Cardinal Pipeline, L.P.; and Cardinal Pipeline, L.P. and the City desire to extend said franchise for an additional ten (10) year period, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby ordain as follows: SECTION 1. The franchise awarded by Ordinance No. 4008, as amended by Ordinance No. 4075, is hereby extended for an additional period of ten (10) years as contained in the "Amendment of Franchise Agreement Between the City of Huntington Beach and Cardinal Pipeline, L.P.," a copy of which is attached hereto as Exhibit"A" and incorporated by this reference as though fully set forth herein. SECTION 2. The City Clerk shall cause this ordinance to be posted in three places designated by the City Council within the City and to be published by title with a brief summary at least once within fifteen days after its adoption in a daily, semi-weekly or weekly newspaper, published in the County of Orange or the City and circulated in the City, which is selected by the City Council for that purpose. 24-14073/334472 ORDINANCE NO. 4320 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 6th day of August , 2024. 020 Mayor ATTEST: INITIATED AND APPROVED: 44141„ f 2.0,7) City Clerk Director of Public Works REVIEWED ANp VED: APPROVED AS T RM: City Manager City Attorney itt 24-14073/334472 2 Ordinance No.4320 Exhibit A AMENDMENT TO FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CARDINAL PIPELINE, L.P. THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as "City,"and CARDINAL PIPELINE,L.P., a Limited Partnership, hereinafter referred to as "Cardinal." WHEREAS, City and Cardinal are parties to that certain Franchise Agreement, as set forth in City Ordinances 4008 and 4075 which Franchise Agreement shall hereinafter be referred to as the"Original Agreement"; and City and Cardinal wish to amend the Original Agreement to extend the term thereof by an additional ten(10)year period, NOW, THEREFORE, it is agreed by City and Cardinal as follows: 1. TERM The term of the Original Agreement is extended for ten(10) additional years. The Original Agreement shall now expire on February 13,2034. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed by and through their authorized officers on Vs+ till-, 2024. 24-14073/334471 1 - CARDINAL PIPELINE,L.P. CITY OF HUNTINGTON BEACH, a municipal co •oration of the State of Califo •le i• By: _ ts.,, Mayor rint name Its: IRA) 4247/22441144d City Cler . AND INITIA PROVED: By: print name Director of Public Works Its: APPROVED ORM: RE krE D I APP' •VED: Ci Attorney t'L City Manager 24-14073/334471 2 Ord. No. 4320 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU,the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven;that the foregoing ordinance was read to said City Council at a Regular meeting thereof held on July:16,2024,and was again read to said City Council at a Regular meeting thereof held on August 6,2024, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. AYES: Moser,Bolton,Burns,Van Der Mark, Strickland, McKeon,Kalmick NOES: None ABSENT: None ABSTAIN: None I,Robin Estanislau,CITY CLERK of the City of Huntington Beach and ex-officio Clerk of the City Council,do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Wave on August 15,2024. 4204f4t.' 44) In accordance with the City Charter of said City. 9A67141 Robin Estanislau, City Clerk City Clerk and ex-officio Clerk Senior Deputy City Clerk of the City Council of the City of Huntington Beach, California 7 <c Ivor City of Huntington Beach v0 f• _- : J �.‘ 2000 Main Street ♦ Huntington Beach, CA 92648 (11 (714) 536-5227 ♦ www.huntingtonbeachca.gov •' �P- ) Office of the City Clerk �o l'°UNTI' ,# Robin Estanislau, City Clerk August 8, 2024 • Cardinal Pipeline, L.P. Attn: Ms. Kroetsch 1900 Main Street, Suite 600 Irvine, CA 92614 Dear Ms. Kroetsch: Enclosed is a fully executed copy of the Ordinance No, 4320, which includes the Amendment to Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P., approved by the Huntington Beach City Council on August 6, 2024. Sincerely, fl / ni4J4u) • Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan V NII ,.________ _ TVA., THE FOUNTAIN VALLEY VIEW 1920 Main St. Suite 225, Irvine Irvine, California 92614 (714) 796-2209 legals@inlandnewspapers.com City of Huntington Beach - City Clerk's Office 2000 Main Street Huntington Beach, California 92648 Account Number: 5272431 Ad Order Number: 0011686106 Customer's Reference/PO Number: Publication: Huntington Beach Wave Publication Dates: 08/15/2024 Total Amount: $471.63 Payment Amount: $0.00 Amount Due: $471.63 Notice ID: FjKOfzRXVfOsjfvEgHdZ Invoice Text: HB Wave PUBLISH DATE: 08/15/2024 CITY OF HUNTINGTON BEACH LEGAL NOTICE ORDINANCE NO.4320 Adopted by the City Council on August 6, 2024"AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO.4008 WHICH GRANTED AN OIL PIPELINE FRANCHISE"SYNOPSIS: Ordinance No.4320 approved an Amendment to the Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P.for the operation and maintenance of an existing pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. Cardinal Pipeline, L.P. acquired the rights granted under the Franchise Agreement and Ordinance No.4075 from Paramount Petroleum Corporation in 2015.The Agreement,which was assumed by Cardinal Pipeline, had an expiration date of February 13, 2024. During the period from January 1, 2014,through December 31, 2023,the pipeline system was held as inactive. Since the Franchisee was not fully utilizing this pipeline,they were granted a 75%discount on the Base Annual Fee.The inactive period,as allowed under the agreement,was for a maximum of 10 years.This period has now expired, and the Franchisee will be obligated to pay the entire Base Annual Fee for the duration of the extension period as per the Amendment.Terms of the Amendment to the Franchise Agreement include:*Term: 10 years*Base Annual Fee:$117,024.35+Annual CPI adjustment*Corporate Surety Bond of$100,000*Liability, Environmental,and Workers Compensation Insurance Copies of this ordinance are available in the City Clerk's Office. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting held August 6, 2024 by the following roll call vote:AYES: Synopsis - Ord. No. 4320 - Page 1 of 2 See Proof on Next Page INCLUDES THE NQI/Iiii„FOUNTAIN e VALLEYVIEW Huntington Beach Wave 1920 Main St.Suite 225,Irvine Irvine,California 92614 (714)796-2209 __ 2000 Main Street Huntington Beach, California 92648 AFFIDAVIT OF PUBLICATION STATE OF CALIFORNIA County of Orange County I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above-entitled matter. I am the principal clerk of the Huntington Beach Wave, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange County, State of California, on July 1, 1998, Case No. A-185906 in and for the City of Irvine, County of Orange County, State of California; that the notice, of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates,to wit: 0811512024 I certify (or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct: Executed at Anaheim, Orange County, California,on Date:Aug 15, 2024. Ce0.10‘41- S ture Synopsis - Ord. No. 4320 - Page 1 of 2 H B Wave PUBLISH DATE: 08/15/2024 CITY OF HUNTINGTON BEACH LEGAL NOTICE ORDINANCE NO.4320 Adopted by the City Council on August 6,2024 "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO.4008 WHICH GRANTED AN OIL PIPELINE FRANCHISE" SYNOPSIS: Ordinance No. 4320 approved an Amendment to the Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. for the operation and maintenance of an existing pipeline system used for the transportation of oil,gas,and other hydrocarbon substances. Cardinal Pipeline,L.P.acquired the rights granted under the Franchise Agreement and Ordinance No.4075 from Paramount Petroleum Corporation In 2015. The Agreement, which was assumed by Cardinal Pipeline, had an expiration date of February 13, 2024. During the period from January 1,2014,through December 31,2023,the pipeline system was held as Inactive. Since the Franchisee was not fully utilizing this pipeline, they were granted a 75% discount on the Base Annual Fee. The inactive period, as allowed under the agreement, was for a maximum of 10 years. This period has now expired,and the Franchisee will be obligated to pay the entire Base Annual Fee for the duration of the extension period as per the Amendment. Terms of the Amendment to the Franchise Agreement Include: • Term: 10 years • Base Annual Fee: $117,024.35 + Annual CPI adlustment • Corporate Surety Bond of$100,000 • Liability, Environmental,and Workers Compensation Insurance Copies of this ordinance are available in the City Clerk's Office. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting held August 6,2024 by the following roll call vote: AYES: Moser, Bolton, Burns,Van Der Mark, Strickland,McKeon, Kalmick NOES: None ABSENT: None This ordinance is effective September 5,2024. CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 714-536-5227 ROBIN ESTANISLAU,CITY CLERK Huntington Beach Wave Published:8/15/24 Synopsis - Ord. No. 4320 - Page 2 of 2 _ 2000 Main Street, Huntington Beach,CA • 92648 Cityof Huntington Beach g APPROVED FOR INTRODUCTION 6-0-1 (STRICKLAND-ABSENT) File #: 24-471 MEETING DATE: 7/16/2024 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: Bill Krill, Real Estate and Project Manager Subiect: Approve for introduction of Ordinance No. 4230*to authorize execution of an Amendment to the Pipeline Franchise Agreement with Cardinal Pipeline, L.P. for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances Statement of Issue: The Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. expired on February 13, 2024. The Franchise Agreement is now up for extension and a ten-year Amendment is being proposed for the operation and maintenance of the existing pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Financial Impact: The City will continue to receive a Base Annual Fee of$117,024.35 plus any adjustments by an annual rate of change based on the Consumer Price Index (CPI). Recommended Action: A) Approve for introduction of Ordinance No. 4230, "An Ordinance of the City Council of the City of Huntington Beach Amending Ordinance No. 4008 which Granted an Oil Pipeline Franchise"; and, B) Approve and authorize the Mayor and City Clerk to execute the "Amendment to Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P." Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: Staff is requesting approval of an Amendment to the Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. for the operation and maintenance of an existing City of Huntington Beach Page 1 of 3 Printed on 7/23/2024 * NCNI 'O inAnce k\O. M 320 powered by Legistar° • File.#::24-471 MEETING DATE:.7/16/2024 pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch, and 12-inch diameter pipeline with the following breakdown: Pipe;Diameter, Inches Base Rate, Linear Foot Linear Feet of Pipe Total Base Rate 6. ' -.'- $0.895 39,425.00 $35,282.38 1 Q $1.485 7,409.00 $11,002.37 12 $1.787 39,584.00 $70,736.61 Totals . 86,418.00 $117,024.35 G:ardinal Pipeline, LP: acquired the rights granted under the Franchise Agreement and Ordinance 4075 from Paramount Petroleum Corporation in 2015. The Agreement, which was assumed by Cardinal Pipeline, had an expiration date of February 13, 2024. During the period from January 1, 2014, through December 31, 2023, the pipeline system was held as inactive: Since the Franchisee was not fully utilizing this pipeline, they were granted a 75% discount on the Base Annual Fee. The inactive period,_as allowed under the agreement, was for a maximum of 10 years. This period has now expired, and the Franchisee will be obligated to pay the entire Base Annual Fee for the duration of'the extension period as per the Amendment. Terms of the proposed Amendment to the Franchise Agreement include: • Term: 10 years • Base Annual Fee: $117,024.35 + Annual CPI adjustment • Corporate Surety Bond of$100,000 • Liability, Environmental, and Workers Compensation Insurance Staff, along with a petroleum consultant Evans & Walker, analyzed oil pipeline franchise fees at the state and local level and found that the City of Huntington Beach is currently charging rates that are comparable to or higher than all agencies reviewed. Staff recommends approval of the Amendment to the Franchise Agreement. The Agreement provides general fund revenue and ensures continued maintenance and responsibility for the pipeline network currently present within the City's right-of-way. Environmental Status: Ttiis action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Goal 1 - Economic Development, Strategy A- Develop an updated economic development strategy q t ;ensure business retention, local investments and job growth. Li • city of Huntington Beach Page 2 of 3 Printed on 7/10/2024 powereZak LegistarTM File #: 24-471 MEETING DATE: 7/16/2024 Attachment(s): 1. Ordinance No. 4230 2. Amendment to Franchise Agreement Between the City of Huntington Beach and Cardinal Pipeline L.P. 3. Cardinal Pipeline Performance Bond 4. Cardinal Pipeline Certificate of Insurance 5. Original Franchise Agreement 2014 6. PowerPoint Presentation • • City of Huntington Beach Page 3 of 3 Printed on 7/10/2024 powere229 'LegistarTM ORDINAN E NO. 4230 S(lvtAal.J i'k.1 LI 320 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 4008 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, on February 3, 2014, the City Council adopted Ordinance No. 4008 which granted a franchise to Paramount Petroleum Corporation to construct, operate and maintain a pipeline for the transportation of oil; and On December 7, 2015, the City Council adopted Ordinance No. 4075, which approved the assignment of said franchise to Cardinal Pipeline, L.P.; and Cardinal Pipeline, L.P. and the City desire to extend aid franchise for an additional ten(10) year period, NOW, THEREFORE, the City Council oft City of Huntington Beach does hereby ordain as follows: SECTION 1. The franchise awarde d by Ordinance No. 4008, as amended by Ordinance No. 4075, is hereby extended for an dditional period of ten (10) years as contained in the "Amendment of Franchise Agree nt Between the City of Huntington Beach and Cardinal Pipeline, L.P.,"a copy of which i attached hereto as Exhibit"A"and incorporated by this reference as though fully set forth herei . SECTION 2. The City Clerk shall cause this ordinance to be posted in three places designated by the City ouncil within the City and to be published by title with a brief summary at least once within fifteen days after its adoption in a daily, semi-weekly or weekly newspaper, published in the County of Orange or the City and circulated in the City, which is selected by the City Counci for that purpose. 24-14073/334472 ORDINANCE NO. 4230 PASSED AND ADOPTED by the City Council of the City of Huntington Beach 4.t a regular meeting thereof held on the day of ,2024. ;r Mayor ATTEST: INITIATED AND APPROVED: KY(;k7' City Clerk Dector of Public Works REVIEWED AND APPROVED: PPROVED AS T RM: City Manager City Attorney 24-14073/334472 2 Cardinal Pipeline,LT a division of Crimson Nlidstreaml LLC 12/8/2023 City of Huntington Beach Public Works Department 2000 Main Street Huntington Beach, CA 92648 Subject: Bond # N-E000029 Replaces Bond #SU1173970 To whom it may concern: We are pleased to enclose the original of the above captioned bond issued as a replacement of Arch Insurance Company, Bond No. SU1173970. We ask that you please accept the enclosed bond and release Arch Insurance Company Bond No. SU1173970 as of November 22, 2023 by either signing the enclosed release form or by issuing a letter of release and return along with the original bond directly to the surety, principal or to me as follows: Tannis Mattson, Alliant Insurance Services, Inc., 5444 Westheimer, Suite 900, Houston, TX 77056 Tannis.mattson@alliant.com Miriam Ayala, Crimson Midstream LLC, 1900 Main Street, Suite 600, Irvine, CA 92614 mavala@crimsonol.com Megan Laban, Arch Insurance Company, 2711 N. Haskell, Suite 1600, Dallas, TX 75204 mlaban@archinsurance.com We trust you will find the enclosed in complete order. However, should you have any questions or concerns, please do not hesitate to contact the undersigned directly. Sincerely, r Miriam Ayala Operations Support Enclosed i9oo Main Street, Suite 600 Irvine, CA 92614 Visit our web site at +� ww.C'r n �mnMidstreams= 301 ua%rdinal Pipeline, L. a division of Crimson Midstream, LLC 12/8/2023 Mail/Email To: Tannis Mattson Alliant Insurance Services, Inc. 5444 Westheimer, Suite 900 Houston, TX 77056 P: 713-470-4165 E: tannis.mattson@alliant.com BOND RELEASE As of November 22, 2023, the undersigned by these presents, does for itself and its successors and assigns, unconditionally releases, and discharges Arch Insurance Company of and from all causes of action and all past and present claims and/or liability now or hereinafter arising under Bond No SU1173970 in the amount of $100,000.00 issued for City of Huntington Beach. This release shall cause this bond to be null and void and terminate any obligation of Arch Insurance Company under this bond. In witness whereof, the undersigned has caused these presents to be signed by it's duly authorized agent on the day of , 20 City of Huntington Beach Public Works Department 2000 Main Street Huntington Beach, CA 92648 By (Signature) (Please print or type name) (Title) (Phone) igoo Main Street, Suite 600 Inane, CA 92614 Visit our xveb site at %+mv c',rfiw onMidstream.com 302 'Replaces and Supersedes Arch Insurance Company Bond #SU 1173970, Effective 11/22/2023' Performance Bond (Continuous) BOND # N-E000029 KNOW ALL MEN BY THESE PRESENTS: That we CARDINAL PIPELINE L.P. as Principal, and _Indemnity National Insurance Company , a corporation duly incorporated under the laws of the State of MS and authorized to do business in the State of California. as Surety, are held and firmly bound unto CITY OF HUNTINGTON BEACH, as Obligee, in the penal sum of One Hundred Thousand and 001100 ($140.000.00) Dollars, for the payment of which we hereby bind ourselves, our heirs, executors and administrators, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written contract with the Obligee described as: Franchise Agreement for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances dated February 14, 2014, contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that if the Principal shall faithfully perform all duties of the Contract according to its terms, covenants and conditions, then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, that 1. The term of this bond is for the period commencing on the 11/22/2023 and ending 11/22/2024 unless released by the Obligee prior thereto. However, the term of this bond will automatically renew for additional one-year period(s) unless the bond has been released by the Obligee. Any suite under this bond must be Instituted before the expiration of 12 months from the date on which final payment falls due 2. Neither nonrenewal nor cancellation by the Surety, nor failure of the Principal to provide the Obligee with a replacement bond, shall constitute default under this bond. 3. In the event the Principal shall be declared by the Obligee to be in default under the Contract, the Obligee shall provide the Surety with a written statement setting forth the particular facts of said default no later than thirty (30) days from the date of said default, which notice shall be sent to the Surety by registered mail to the address stated in provision #6 below. 4. The Surety will have the right and opportunity, at its option, and in its sole discretion, to: a.) cure the default; b.) assume the remainder of the Contract and to perform or sublet same; c.) or to tender to the Obligee funds sufficient to pay the cost of completion less the balance of the Contract price up to an amount not to exceed the penal sum of the bond. In no event shall Surety be liable for fines, penalties, liquidated damages or forfeitures assessed against the Principal. 5. The Obligee's acceptance of this bond and reliance upon it as security constitutes its acknowledgement and agreement as to the terms under which is offered and issued by the Surety. 6. All notices, demands and correspondence with respect to this bond shall be in writing and addressed to: Indemnity National Insurance Company, 238 Bedford Way, Franklin, TN 37064 Signed and sealed this 22nd day of Nov , 20 23. CARDINAL PIPELINE L.P. BY:14 'L b° (Name & Title) IndemniNaonal insua any B�Sandra Parker, Attorney -in -Fact 303 PRINCIPAL'S ACKNOWLEDGMENT State of County of ) On , before me. personally appeared executed the within instrument as corporation executed the same. My Commission WITNESS my hand and Signature seal. (Seal) to me to be the person who on behalf of the and acknowledged to me that said SURETY'S ACKNOWLEDGEMENT State of Texas County of Hams ) On 11/22/2023 , before me Tannis Mattson , personally appeared Sandra Parker known to me to be the person who executed the within instrument as Attomey-in-Fact on behalf of the Indemnity National Insurance Company , and acknowledged to me that said corporation executed the same. My Commission Expires February 11th , 20 24 WITNESS my hand and I seal. o:r Tannic Mattson Signet6e, @I) My commission Expires `:, f� r °s 02It 1/2024 Tannic Mattson, Notary Public +�i+T io No. 1010621 304 • CALIFORNIA • ACKNOWLEDGMENT CIVIL CODE§1189 .!ife {,?" :{:'4:`P.P `.4'>. v.._7.zN t i u:i _ a .--^, �.. � n !kW :iifLy i•'•.i:-..i"Z'.?.�..:'C�L.�'t.:� •_L... .,,. `•i� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of ORANGE On DECEMBER 7. 2023 before me, ANGIE ILLESCAS, A NOTARY PUBLIC Date Here Insert Nome and Title of the Officer personally appeared MANDY KROETSCH Name )of Signer() who proved to me on the basis of satisfactory evidence to be the person)whose name()is/asubscribed to the within instrument and acknowledged to me thathe/she/they executed the same in-Ms/her/their authorized capacity a and that by his/her/Nair signature()on the instrument the person(i),or the entity upon behalf of which the person(?)acted,executed the instrument. _ _ _ I certify under PENALTY OF PERJURY under the ILEESCAS laws of the State of California that the foregoing COMM, #2416221 z w._' _ Notary Public•California paragraph is true and correct. z Los Angeles County 1 11 Comm.E 3lres Oct.8,20261 WITNESS my hand and official seal. Signature �./ e. 4.42-) Place Notary Seal and/or Stamp Above Signature of Notary Public NOTARY PUBLIC-CALIFORNIA LOS ANGELES COUNTY COMM.#2416221 MY COMM. EXPIRES OCT.8,2026 • ©2019 National Notary Association • 305 Indemnity National-Insurance Cotrpany 238 Bedford Way Franklin,TN 37064 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that Indemnity National Insurance Company,a Mississippi corporation, (hereinafter the"Company"),does hereby constitute and appoint: Sandra Parker,Stacy Killebrew,Megan Sivley, Melissa Haddick,Orlando Aguirre,Tannis Mattson "'""'******** of Alliant insurance Services,Inc. to be its true and lawful Attorney-in-Fact,with full power and authority hereby conferred to sign,seal,and execute on its behalf surety bonds or undertakings and other documents of a similar nature issued in the course of its business up to a penal sum not to exceed "Twenty-Five Million Dollars($25.000.000.00)******'"'""`"""""""' each, and to bind the Company thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Company. This appointment is made under and executed pursuant to and by authority of the following Minutes of Special Actions Taken by Written Consent of the Board of Directors,which is now in full force and effect: Authorization to Anoint Attorneys-in-Fact and the Use of Facsimile Signatures and Facsimile Seals for the Purpose of Issuing Bonds: RESOLVED: That the president or any vice president may appoint attorneys-in-fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case,for and on behalf of the Company to execute and deliver and affix the seal of the Company to bonds and related obligatory certificates and documents;and any one of said officers may remove any such attorney-in-fact or agent and revoke any power previously granted to such person,whether or not such officer appointed the attorney-in-fact or agent. RESOLVED: That any bonds and related obligatory certificates and documents shall be valid and binding upon the Company, (i) when signed by the president,or any vice president,and sealed with the Company seal;or (ii) when duly executed and sealed with the Company seal by one or more attorneys-in-fact or agents pursuant to and within the limits of authority evidenced by the power of attorney issued by the Company to such person or persons a certified copy of which power of attorney must be attached thereto in order for such obligation to be binding upon the Company. RESOLVED: That the signature of any authorized officer and the seal of the Company may be affixed to any power of attorney or certification thereof authorizing the execution and delivery of any bonds and related obligatory certificates and documents of the Company and such signature and seal then so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF,this Power of Attorney has been subscribed by an authorized officer or official of the Company and the corporate seal of Indemnity National Insurance Company has been affixed thereto in Lexington,Kentucky this 20th day of August,2021. Indemnity National Insurance Company tot`po441. SEAL n a By \itrolso Thomas F.Elkins,President State of Kentucky County of Fayette On this 20th day of August,2021,before me,a Notary Public,personally came Thomas F.Elkins,to me known,and acknowledged that he is President of Indemnity National Insurance Company;that he knows the seal of said corporation;and that he executed the above Power of Attorney and affixed the corporate seal of Indemnity National Insurance Company thereto with the authority and at the direction of said corporation. oevi Nt7iARY By ae '�"� 8 Notary Public v PUBLIC 4. �_e: My Commission Expires 09/26/2025 AirCERTIFICATE .-. Notary ID Number.KYNP34336 1,James E.Hart,Secretary of Indemnity National Insurance Company,do hereby certify that the foregoing Power of Attorney is still in full force and effect,and further certify that the Minutes,of Special Actions Taken by Written Consent of the.Board of Directors are now in full force and effect. IN TESTIMONY WHEREOF I have subscribed my name and affixed the seal of said Company, Dated this 22nd day of November ,20 23, •(ow PPo�R'�'-EAL m liars— By - -- t's' am;.E.Hart,Secretary 306 , . t/C A, v4 DATE(MMR1b/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 4/1/2024 _ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement, A statement on " this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), PRODUCER CONTACT NAME; Erick Lopez Alliant insurance Services Houston,ILO PHONE �AIOx 1330 Post Oak Blvd. (AlC.Hn.Ext i M.Net: Suite 300 ADDRGs3: Erick,LopezQAIIianLcom Houston TX 77056 INSURER(S)AFFORDING COVERAGE NAMOIJ License{):0C36061 INSURER A:Arch Insurance Company 11150 INSURED CRIMMID•01 INSURER B:Lloyd's of London 0 Cardinal Pipeline L.P. INSURERC: 1900 Main Street,Suite 600 Irvine CA 92614 INSURERD: INSURER S: INSURER F: COVERAGES CERTIFICATE NUMBER:91670726 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR TYPE OF INSURANCE ADDL span POLICY EFF POLICY EXP tNRD INVD POLICY NUMBER IMMIDD/YYYYI thiMIDD/YYW1 LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y EN0043323 11/1/2523 11/1/2024 EACH OCCURRENCE $1,000,000 CLAIMS•MAnc X OCCUR PREMISES/Ee��uneneel $100,000 MED EXP(Any ono person) $10,000 PERSONAL RADVINJURY $i,000,000 _ �GEN'LAGGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $2,000,000 1 POLICY 0 jFCT D 1.00 PRODUCTS-COMP/OP AGO $2,000,000 . OTHER: $ A AUTOMOBILE LIABILITY Y Y B1CA65008603 1 1/1/2023 11/1/2024 4E0aIle eDtSINGLELIMIT $1,000,000 X ANY AUTO BODILY INJURY(Pet person) $ OWNEb SCHEDULED BODILY INJURY(Pet eccidont) $ _ AUTOS ONLY _ AUTOS HIRED NON•OWNED PtiOPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY 11 ar eccldenll $ B X UMBRELLA LIAB X OCCUR Y Y EN0043423 11/1/2023 ii/1/2024 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS.MADE AGGREGATE $ • DEC RETENTION$ T • S A WORKERS COMPENSATION Y 01WC15000404 11/1/2023 11/1/2024 X I S7.T {{ER�UTE i AND EMPLOYERS'LIABILITY ANYPROPRIETOR,PARTNERJEXECUTIVE Y(]j N IA EL.EACH ACCIDENT $1,000,000 OFFICERrMEMBEREXCLUDED? I ` (Mendatoty In NH) EL.DISEASE•EA EMPLOYEE S 1,000,000 IAfyas dosafboundor DEstrcri :ON OFOPERATIONS below E.L.DISEASE.POLICY LIMIT $1,000,000 B Mellon Llab. EN0043423 14/1/2023 1111/2024 Agg Limit 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD in I,Addlilonal Remarks Schedule,may he attached II mere space is required) APPROVED AS TO FORtt.....c.„ MICHAEL E. GATES CITY ATTORNEY See Attached... CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY Or THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, City of Huntington Beach 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 2 ' :,,,,740, 01088-2015 ACORb CORPORATION, All rights reserved. ACORD 25(2010103) The ACORD name and logo are registered marks of ACORD • 307 • AGENCY CUSTOMER ID: CRIMMID•0l LOC VI: :/R ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED imam Alllant insurance Services Houston,LLC Cardinal Pipeline L.P. 1900 Main Street,Suite S00 POLICY NUMBER Irvine CA 92614 CARRIER NAIL CODE EFFECTIVE DATES ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE 2nd Layer Excess Liability Excluding Pollution Policy No.EN0043623 Policy Term:11/1/2023—11/112024 insurer:Underwriters at Lloyd's Limit:$20MM xs$5MM Each Occurrence 2nd Layer Excess Liability including Pollution Policy No.:EN0043523 Policy Term:11/1/2023—11/1/2024 Insurer:Mosaic Syndicate Limit:$2OMM xs$5MM Each Occurrence Gradual&Difference In Conditions Pollution Policy No,ISP1LLSB93S7003 Policy Term:11/1/2023—11/1/2024 insurer:Ironshore Specialty Insurance Company Limit:$1MM Eaoh Occurrence Gradual&Difference in Conditions Pollution • Policy No.IEELPLLB93TG003 Policy Term:11/1/2023-11/1/2024 Insurer:tronshore Specialty Insurance Company Limit:$24MM xs$1MM Each Occurrence The City of Huntington Beach,Its officers,elected or appointed officials,employees,agents end volunteers are Included as Additional Insured in accordance with the policy provisions of the General Liability,Automobile Liability and Excess Liability policies.General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured,but only in accordance with the policy's provisions. • ACORD 101(2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 308 1 r POLICY NUMBER: B0831 EN0043323 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional insured Person(s) Or Organization(s) Location(s)Of Covered Operations The City of Huntingdon Beach, As per schedules held on file in the offices its officers, elected or appointed officials, of Ardonagh Specialty Limited t/a Price employees, agents and volunteers. Forbes& Partners Information required to complete this Schedule,If not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the Insurance afforded to these include as an additional insured the person(s) or additional Insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for"bodily injury", "property This Insurance does not apply to"bodily injury"or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part,by: 1. Your acts or omissions;or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional Insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed;or However; 2. That portion of "your work" out of which the 1. The insurance afforded to such additional Injury dr damagebyarises has orbe o put to its insured onlyapplies to the extentpermitted byintended use another any person or organizationcrc other than contractor or subcontractor law;and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. /7 v zq CG 2010 0413 ©Insurance Services Office,Inc.,2012 Page 1 of 2 309 • C, With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not Increase the required by a contract or agreement, the most we applicable Limits of Insurance shown in the will pay on behalf of the additional insured is the Declarations. amount of insurance: 1. Required by the contract or agreement; or / ` Page 2 of 2 ©Insurance Services Office,Inc.,2012 CG 2010 0413 310 POLICY NUMBER: 60831EN0043323 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations) Location And Description Of Completed Operations The City of Huntingdon Beach, As per schedules held on file in the offices its officers, elected or appointed officials, of Ardonagh Specialty Limited t/a Price employees, agents and volunteers. Forbes& Partners Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional Insured the person(s)or additional insureds, the following is added to organization(s) shown In the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional Insured is "property damage"caused,in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever Is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law;and Limits of Insurance shown in the Declarations. 2, If coverage provided to the additional Insured is required by a contract or agreement, the insurance afforded to such additional Insured will not be broader than that which you are / /7 required by the contract or agreement to �/ provide for such additional insured. G CG 20 37 0413 ©insurance Services Office,Inc.,2012 Page 1 of 1 311 Bishopsgate 831 MARKET REFORM CONTRACT BIB SECTION IV-.COMMERCIAL GENERAL LIABILITY CONDITIONS Item 4 Other Insurance a.Primary Insurance Is subject to the PRIMARY INSURANCE ENDORSEMENT as follows:- it is agreed that where the insured is named as an additional Insured on the polioy(tes)of others,this policy shall only apply In excess of and shall not be contributory with other said poilcy(les). Notwithstanding the above or any other clauses contained within this policy it Is agreed where required by written contract this policy shall be primary and non-contributory to any other valid and collectable Insurance. All other terms,clauses and conditions remain unaltered, CORENERGY INFRASTRUCTURE TRUST UMR:80831 EN0043323 Page 19 Author Checker If placed vh+ PPL this box kW 4Vlllllbl bo J.Ward P.Button biK..H oe,H,aat SiCji)Ett'I 312 Bishopsgate 831 MARKET REFORM CONTRACT BIB ADDITIONAL INSURED CGU 13 0 T The following amendments to the wording are effected: 1. the first sentence of insuring Agreement a.Is deleted and replaced by the following: a.We will pay those sums that the Insured and any"additional insured"as far as applicable becomes legally obligated to pay as damages because of"bodily injury"or"property damage"to which this Insurance applies. 2. The following Is incorporated In the DEFINITIONS; "additional Insured"means any person or entity to whom the"Insured"Is obliged by an"insured contract" entered into before any relevant"occurrence"to provide Insurance such as Is afforded by this Insurance with respect to"bodily injury"or"property damage"arising out of operations conducted by the"Insured" but only to the extent required by any Indemnity given by the"insured"In said"insured contract"to the "additional Insured". 3. The following Is Included In the DEFINITIONS; "Third party"means any company,entity,or person other than an"insured"or other than a subsidiary, owned or controlled company or entity of an"Insured".Notwithstanding Section 11,2.a.,your"employees", other than either your"executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers(if you are a limited liability company)shall be treated as a"third party". All other terms,clauses and conditions remain unaltered. (CGU 13 0 T) • CORENERGY INFRASTRUCTURE TRt1S1 UMR:e0981EN0043323 Page 24 Author Checker II Naas('via n r� t.not wig rant ho J.V/arri P.Burlon Da9'NNwAioou signori 13 BiShOpSgate 831 MARKET REFORM CONTRACT BIB WAIVER OF SUBROGATION ENDORSEMENT We agree to waive our rights of subrogation against any principal where waiver is required by written contract but only in respect of liability for Bodily Injury and/or Property Damage arising out of operations performed by you and only to the extent required under said written contract. All other terms,clauses and conditions remain unaltered, (CGUI2L) • CORENERGY INFRASTRUCTURE TRUST UMR:130031 EN00 43323 Pape 26 Author Checker JI Nam/v/a J winot box tivfJl not ho J.Waid P,nurlon awn orow2fl) 8IC1t10r1 314 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY EARLIER NOTICE OF CANCELLATION PROVIDED BY US ENDORSEMENT This endorsement changes the policy to which It is attached effective on the Inception date of the policy unless a different date Is Indicated below. (The following"attached clause"is to be completed only when this endorsement is issued subsequent to prepara- tion of the policy.) This endorsement, effective on 11/01/2023 at 12:01 A.M.standard lime,forms a part of Policy No.81WCI5008404 of the Insurance Company Issued to CRIMSON MIDSTRMAM OPERATING, LLC (Named Insured) Authorized Representative For any statutorily permitted reason other than nonpayment of premium,the number of days required for notice of cancellation, as provided In paragraph 2.of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown In the Schedule be- low. All the terms and conditions of the Policy which are not Inconsistent with this endorsement continue to apply. SCHEDULE Number of Days'Notice: 60 00 WC004 00 11 03 Page 1 of 1 315 • WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed,6-14) POLICY NU MBER:81wcx5008 4 0 4 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown In Item 3,A,of the information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy,We will not enforce our right against the person or organization named In the Schedule,but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule, The premium for this endorsement is shown in the Schedule. Schedule 1. (D)Specific Waiver Name of person or organization (ISI) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: • 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll In connection with work performed for the above person(s)or organization(s)arising out of the operations described, 4. Advance Premium: XNCLODND This endorsement changes the policy to which it is attached and Is effective on the date Issued unless otherwise stated. (The information below Is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective 11/01/2023 Policy No.81WCI5008404 Endorsement No, Insured CRIMSON MIDSTREAM OPERATING, LLC. Premium INCL., Insurance Company ARCH INSURANCE COMPANY DATE OF ISSUE: Countersigned By Wc 42 03 04 B (Ed.6-14) ©Copyright 2014 National Council on Compensation insurance,Inc.All Rights Reserved, 316 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed,4-84) POLICY NUMBER: 81.WC15008404 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named In the Schedule. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OB1 OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS, This endorsement changes the policy to which it is attached and is effective on the date Issued unless otherwise stated. (The information below Is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective 11/01/2023 Policy No.81WCI5008404 Endorsement No. Insured CRIMSON MIDSTREAM OPERATING, LLC Premium INCL. Insurance Company ARCH INSURANCE COMPANY DATE OF ISSUE: Countersigned By WC 00 03 13 (Ed,4-84) ®4083 Nallomil Council on Compensation ineurenco, 317 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Number of Days' Notice 60 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2, of either the CANCELLATION Common Policy Condition or as amended by applicable state cancellation endorsement, is Increased to the number of days shown In the Schedule above. All other terms and conditions of this Policy remain unchanged. • Endorsement Number: Policy Number: 81CAB50 08 603 Named Insured: CRIMSON MIDSTEAM OPERATING, LLC This endorsement Is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 11/01/2023 00 CA0039 00 10 13 Page 1 of 1 318 POLICY NUMBER:81CAB5008 603 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY.. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies Insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the Inception date of the policy unless another date is Indicated below. Named insured: CRIMSON MIDSTREAM OPERATING, LLC Endorsement Effective Date: 11/01/2023 SCHEDULE Name(s) Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZAION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMITED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE LOSS. Information required to complete this Schedule, If not shown above,wilt be shown In the Declarations, The Transfer. Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or - organization(s), shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the loss" under a contract with that person or organization, CA 04 44 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 319 • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BLANKET This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Under Covered Autos Liability Coverage, the Who is An.Insured provision is amended to include as an "insured" the person or organization who is required under a written contract to be Included as an "Insured"under this policy, but only with respect to their legal liability for your acts or omissions or the act or omissions of a person for whom Covered Autos Liability Coverage is afforded under this policy. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 81CAB5008 603 Named Insured: CRIMSON MIDSTREAM OPERATING, LLC This endorsement Is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 11/01/2 023 • 00 CA0115 00 10 13 Page 1 of 1 320 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTING INSURANCE ENDORSEMENT DESIGNATED CONTRACT(S) This endorsement modifies insurance provided under the following; BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM SCHEDULE Designated Contract(s): ALL PARTIES WHERE REQUIRED IN A WRITTEN CONTRACT With respect to the contract(s) designated in the Schedule above, it is agreed that the following subparagraph e. is added to SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B. 5, and SECTION V.-GARAGE CONDITIONS,Paragraph B.5. 5. Other Insurance e. With respect to SECTION II - LIABILITY COVERAGE, where you are specifically required by a written contract designated in the Schedule above to provide Insurance that is primary and non-contributory, and the written contract designated in the Schedule above so requiring is executed by you before any"accident", this insurance will be primary and the other insurance will not contribute with this Insurance, but only to the extent required by that written contract. All other terms and conditions of this Policy remain unchanged. Endorsement Number: This endorsement Is effective on the inception date of this policy unless otherwise stated herein. (The information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Policy Number: 81 CAB 5 0 08 6023 Named Insured:CRIMSON MIDSTREAM OPERATING, LLC Endorsement Effective Date: 11/01/2 0 2 3 00 CA01 16 00 04 10 Page 1 of 1 321 Bishopsgate 831 MARKET REFORM CONTRACT BIB il. CONDITIONS This Policy Is subject to the following conditions: 1. APPEALS In the event the "Insured" elects not to appeal a judgement which may, in whole or In part, involve Indemnity under this Policy, Underwriters may, following discussion with the"Insured", elect to make such appeal at their own cost and expense and shall pay for the taxable costs and disbursements and any additional interest incidental to such appeal; but in no event shall Underwriters'share of"Ultimate Net Loss"exceed the relevant Limits of Liability set out in Item 4 of the Declarations plus such costs, expenses,disbursements and Interest. 2. ASSIGNMENT Assignment of interest under this Policy shall not bind.Underwriters unless and until their written agreement thereto is secured. 3. CANCELLATION Cancellation of this Policy may be effected either (a) by the"insured",or (b) by Underwriters or their representatives. The"Insured"may cancel this Policy by mailing or delivering advance written notice to Underwriters or their representatives stating when the cancellation Is to take effect. If Underwriters cancel the Policy because of non-payment of premium, they or their representatives must mail or deliver to the"Insured"not less than fifteen(15)days advance written notice stating when the cancellation is to take effect. If Underwriters cancel for any other reason, they or their representatives must mail or deliver to the "Insured" not less than ninety(DO)days advance written notice stating when the cancellation is to take effect. Mailing of notice by Underwriters or their representatives to the "Insured" at the malting address shown in Item 1 of the Declarations will be sufficient to prove notice. The Policy Period will end on the day and hour stated in the cancellation notice. If Underwriters cancel the Policy,final premium will be calculated pro rata based on the time that this Policy was in force. If the"Insured"cancels the Policy,final premium will be more than pro rata;It will be based on the time this Policy was in force and increased by Underwriters'short rate cancellation table and procedure. Premium adjustment may be made at the lime of cancellation or as soon as practicable thereafter but the cancellation will be effective even if no refund has been made or offered to the "Insured". Underwriters'cheque,or their representative's cheque, mailed or delivered,shall be sufficient tender of any refund due to the"Insured". The first named"Insured" In Item 1 of the Declarations shall act on behalf of all other"Insureds"with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under the Policy. Any of these provisions that conflicts with a law that controls the cancellation of the Insurance to which this Policy applies is changed by this statement to comply with the law. CORENERGY INFRASTRUCTURE TRUST UMR:a0831EN0043423 Slip Leader: Page 10 Author Checker If placed vial i'wi.thisbox will not bf o J.Word P.0"rlon a.r.1aa' 5 l' Sihllt7(i 322 • Bis ®ps ate 831 MARKET REFORM CONTRACT BIB 21. for any"Claim"not covered by the underlying Insurance(s)listed in Item 2 of the Declarations other than such insurance(s) that are self insured to the extent referred to in insuring Agreement 3. This exclusion will not apply to the extent that such "Claim" would have been covered except for the reduction or exhaustion of an aggregate limit shown in Item 2 of the Declarations by payment of "Ciaim(s)"for"Occurrence(s)"which are also covered by this Policy. Nothing contained in the above Exclusions shall extend this Polley to cover any liability which would not have been covered had these Exclusions not been Incorporated herein. • IV. DEFINITIONS 4. ADDITIONAL INSURED • The words"Additional insured",wherever used in this Policy,shall mean any person or entity to whom the"Insured"Is obliged by an"Insured Contract"entered into before any relevant"Occurrence"and/or "Claim" to provide insurance such as is afforded by this Policy with respect to "Bodily injury" or "Property Damage"arising out of operations conducted by the"Insured"but only to the extent required by any Indemnity given by the"Insured"In said"Insured Contract"to the"Additional insured". 2. ADVERTISING INJURY The words"Advertising injury",wherever used in this Policy,shall mean Injury to a"Third Party"arising out of the"Insured's"advertising activities,but only if such injury arises out of: (a) oral or written publication of material that slanders or libels a person or organisation or disparages a person's or organisation's goods,products or services; (b) oral or written publication of material that violates a person's right to privacy; (c) misappropriation of advertising Ideas or style of doing business;or, (d) Infringement of copyright,title or slogan, 3. AIRCRAFT LIABILITY The words "Aircraft Liability", wherever used in this Policy, shall mean liability arising out of the maintenance,operation or use of an aircraft,aeroplane or helicopter which Is designed to fly In the air or atmosphere. 4. AUTOMOBILE The words"Automobile,"wherever used in this Policy,shall mean a land motor vehicle,trailer or semi- trailer designed for travel on public roads,including any attached machinery or equipment,but the word "Automobile"shall not include the contents of such vehicle,trailer or semi-trailer. S, AUTOMOBILE LIABILITY The words "Automobile Liability,"wherever used in this Policy, shall mean liability arising out of the maintenance,operation or use of any"Automobile". CORENERGY INFRASTRUCTURE TRUST UMR;a0831EN0043423 Slip Leader: Page 1e Author Checker if placed via Pwill NA box J.Ward A,p"rlon t'$1b'dAv,X12 S1011ECI 323 Bishops ate 831 MARKET REFORM CONTRACT BIB . COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. CANCELLATION 1.The first Named Insured shown in the Risk Details may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a, 10 days before the effective date of cancellation if we cancel for non-payment of premium;or b,60 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation.The policy period will end on that date. 5, If this policy is cancelled,we will send the first Named Insured any premium refund due.If we cancel, the refund will be pro rata, If the first Named Insured cancels,the refund may be less than pro rata.The cancellation will be effective even If we have not made or offered a refund. 6.If notice Is mailed, proof of mailing will be sufficient proof of notice. B.CHANGES This policy contains all the agreements between you and us concerning the insurance offered.The first Named Insured shown In the Declarations Is authorised to make changes in the terms of this policy with our consent.This policy's terms can be amended or waived only by endorsement issued by us and made part of this policy. C.EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as(hey relate to this policy at any time during the policy period up to three years afterward. D. INSPECTIONS AND SURVEYS We have the right but are not obligated to: 1. Make inspections and surveys at any time; 2, Give you reports on the conditions we find;and 3, Recommend changes, Any Inspections,surveys,reports or recommendations relate to Insurability and the premiums to be charged,We do not make safety Inspections.We do not undertake to perform the duty of any person or organisation to provide for the health or safety of workers or the public,And we do not warrant that conditions: 1.Are safe or healthful;or 2, Comply with laws,regulations,condes or standards. This condition applies not only to us,but also to any rating,advisory,rate service or similar organisation which makes insurance inspections,surveys,reports or recommendations. CORENERGY INFRASTRUCTURE TRUST UMR:80831EN0043323 Pogo 10 Author Checker II placed via I' box willy� not „oi r,c J,Word P.IMIon tvis 0Agtr201 Wood 324 Bishopsgate 831 MARKET REFORM CONTRACT BIB • WAIVER OF SUBROGATION ENDORSEMENT We agree to waive our rights of subrogation against any principal where waiver is required by written contract but only In respect of liability for Bodily Injury and/or Property Damage,arising out of operations performed by you or on your behalf and only to the extent required under said written contract CGU12L(Amended) All other terms,clauses and conditions remain unchanged. CORENERGY INFRASTRUCTURE TRUST UMR:SO831E1 0043423 Slip Leader: Pogo 30 Author Checker if Mama u!via ef3 tfr 1'w1.this box J.Ward P.nurloq 10rfntdoa4ter2N1 Signed 325 price forbes CONTRACT ENDORSEMENT 831 Unique Market Reference: 80831 EN0043323 BIB Endorsement Reference: 005 Insured: CORENERGY INFRASTRUCTURE TRUST CONTRACT CHANGES This contract Is amended as follows: ENDORSEMENT EFFECTIVE DATE: Inception DETAILS'OF CHANGE: Underwriters hereby note and agree to add the following to the CONDITIONS section: Additional Insured-Owners, Lessees or Contractors-Completed Operations,CG.20.37.07.04 as attached (1 page). Additional Insured-Owners, Lessees or Contractors-Scheduled Person or Organization, CG.20.10.04.13 as attached (1 page). All other terms,clauses and conditions remain unchanged. ADDITIONAL/RETURN PREMIUM: Not Applicable Note:Where more than one insurer participates In the contract,the contract terms may mean that It is not always necessary to obtain a record of agreement to the Contract Endorsement from all of those insurers. CONTRACT ADMINISTRATION AND ADVISORY SECTION This contract is amended as follows: SETTLEMENT DUE Not Applicable DATE: In the absence of an Insurer specified Settlement Due Date,the Settlement Due Date will be calculated by applying the terms of trade for the original premium to whichever Is the later of either: the latest effective date of the subject matter of the contract endorsement:or the date on which the final insurer agreement Is obtained. ALLOCATION OF PREMIUM TO Not Applicable CODING: 'i Page 1 of 1 City of Huntingdon Beach GI Endt/16/05/202411:53 CY JW 1st Sipnotory 2nd Signalory 326 f[.�CJdritxt,, (ram'"I jtsn''°' T e7.11)9/J Dept.ID ED 14-03 Page 1 of 2 Meeting Date:1/21/2014 nl p -d `�fil��Nlt 'CTp 7 �1 Off. y ct# ;** - -OfL//S i !"0 (VJ CITY OF HUNTINGTON BEACH J. ' REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 1/21/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kenneth A. Domer, Assistant City Manager SUBJECT: Approve for introduction Ordinance No. 4008 and authorize execution of a Pipeline Franchise Agreement with Paramount Petroleum Corporation for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances in an existing pipeline system previously owned by Cenco Refining Statement of Issue: The City Council is asked to approve a Franchise Agreement between the City and Paramount Petroleum Corporation for the operation and maintenance of an existing pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Financial Impact: The City will receive an initial Base Grant Fee ($11,470), Base Annual Fee ($117,024 prorated to 75% during inactive status), and a Reinstatement Fee ($639,753.92 paid over 120 months), to the General Fund (Account Number 10000100.41230). Annual revenue is estimated at $151,743 and the contract value is estimated at $1,528,903. Recommended Action: A) Approve for introduction Ordinance No. 4008, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 2615 Which Granted An Oil Pipeline Franchise;" and, B) Approve and authorize the Mayor and City Clerk to execute the "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation." Alternative Action(s): Do not approve the Agreement and direct staff accordingly. Analysis: City Council is asked to approve a Franchise Agreement between the City and Paramount Petroleum Corporation (Paramount) for the operation and maintenance of an existing pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch and 12-inch diameter pipe. Cenco Refining, the former pipeline owner, held the last valid franchise agreement, which expired on December 31, 2005. In August 2006, Alon USA Energy, Inc., the parent company of Paramount, purchased the rights to the pipeline. The pipeline has been idle since its acquisition and is expected to remain idle for the next five to ten years. The proposed Franchise Agreement would allow Paramount to maintain the pipeline on standby and to preserve the pipeline for future use. Without 327 Item 18. - 1 FIB -546- Dept.ID ED 14-03 Page 2 of 2 Meeting Date: 1/21/2014 the implementation of a Franchise Agreement, Paramount would be required to abandon the pipeline and lose its ability to reactive the pipeline in the future. The proposed Agreement incorporates the changes made to Chapter 3.44 - Pipeline Franchises.of the Huntington Beach Municipal Code in 2010. Terms of the proposed Franchise Agreement include: • Term: 10 years • Base Grant Fee: $11,470 • Base Annual Fee: 2014 fee estimated at $117,024 (75% of Base Annual Fee will be collected during inactive status) • Maximum Inactive Status Period: 10 years • Reinstatement Fee: $639,753.92 (paid over 120 monthly payments of$5,331.28) • Corporate Surety Bond of$100,000 • Liability, Environmental and Workers Compensation Insurance Staff recommends approval of the Franchise Agreement. The agreement provides substantial general fund revenue, estimated at $151,743 annually for a ten year period, and ensures continued maintenance and responsibility for a vast pipeline network currently present within City right-of-way. Environmental Status: Exempt from CEQA pursuant to Section 15301. Strategic Plan Goal: Improve long-term financial sustainability Attachment(s): 1. Ordinance No. 4008, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 2615 Which Granted An Oil Pipeline Franchise" 2. "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation" 3. Faithful Performance Bond 4. Insurance Certificate 328 HB -547- Item 18. - 2 ORDINANCE NO. 4008 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 2615 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, in 1983 the City Council adopted Ordinance No. 2615 which granted a • franchise for the construction, operation and maintenance of a pipeline for the transportation of oil; and Paramount Petroleum Corporation subsequently became successor in interest as the • franchisee, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby ordain as follows: SECTION 1. The tenns and conditions of the franchise awarded by this ordinance are contained in the Franchise Agreement between the City of Huntington Beach and Paramount Petroleum Corporation, a copy of which is attached hereto as Exhibit "A" and incorporated by this reference as though set forth herein. SECTION 2. The City Clerk shall cause this ordinance to be posted in three places designated by the City Council within the City and to be published by title with a brief summary at least once within fifteen days after its adoption in a daily, semi-weekly or weekly newspaper, published in the County of Orange or the City and circulated in the City, which is selected by the City Council for that purpose. SECTION 3. This ordinance shall become effective 30 days after its adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of February , 2014 . ‘151Mayor liiimili- ATTEST: INIT D OVED: 4iJ44.City C sistant City Manager REVIEWS PPROVED: . AP OWED ASp[074. : ger ! Vci Cit Attorney 07-1267.007/84054.doc 329 12700 Park Central Dr. 0 PARAMOUNT A L U S A Sete 1600 P E i R 0 LEUM . Dallas,TX 75251 February 14, 2014 Huntington Beach City Clerk 2000 Main Street Huntington Beach, CA 92648 Re: Pipeline Franchise Agreement Huntington Beach, California To Whom It May Concern, Pursuant to Section 21 of the Franchise Agreement between the City of Huntington Beach and Paramount Petroleum Corporation("PPC"), PPC hereby accepts the franchise and will comply with the terms and conditions of the Franchise Agreement. y l _ / James A. Ranspot Senior Vice President& General Counsel 330 FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PARAMOUNT PETROLEUM CORPORATION • THIS FRANCHISE AGREEMENT (this "Franchise") is made and entered into this day of/L-s. /V, 2014 by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter referred to as "City" or "Grantor"), and PARAMOUNT PETROLEUM CORPORATION, a Delaware corporation (hereinafter referred to as "PARAMOUNT PETROLEUM" or "Grantee"), pursuant to the City's "Pipeline Franchise Ordinance" as set forth in Chapter 3.44 of the Huntington Beach Municipal Code(Section 3.44.010, et seq.). RECITALS 1. By Ordinance No. 315,the Orange County Board of Supervisors granted a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. 2. Subsequently, the City was vested with the rights and benefits of the County of Orange under said franchise. 3. Since then, there have been transfers and assignments, including litigation and settlements regarding rights and remedies of the subject pipeline system. 4. This Ordinance and Franchise Agreement in part will remedy unpaid fees and corrects the record as to the pipelines depicted in Exhibit A and clearly sets out future franchise fees and requirements as to the pipelines contained therein. 5. The City's consent to the assignment and amendment of any previous franchise agreement as to the pipelines depicted in Exhibit A is granted upon and subject 13-3702/103161 1 331 to the rules, regulations, restrictions, terms and conditions of the City's Pipeline Franchise Ordinance set forth in Chapter 3.44 of the Huntington Beach Municipal Code (HBMC). NOW, THEREFORE, the City and PARAMOUNT PETROLEUM agree as follows: SECTION 1. DEFINITIONS. Whenever in this ordinance the words or phrases hereinafter in this section defined are used, they shall have the respective meaning assigned to them in the following definitions (unless, in the given instance, the context wherein they are used shall clearly import a different meaning). (a) The word "grantee" shall mean PARAMOUNT PETROLEUM and its lawful successors or assigns; (b) The word "City" shall mean the City of Huntington Beach, a municipal corporation of the State of California, in its present incorporated form or in any later reorganized,consolidated, enlarged or reincorporated form; (c) The word "streets" shall mean the public streets, ways, alleys and places as the same now or may hereafter exist within the City, including state highways, now or hereafter established within the City, and freeways hereafter established within the City; (d) The word "franchise" shall mean and include any authorization granted hereunder in terms of a franchise, privilege, permit, license or otherwise to construct, maintain and use pipes and appurtenances for the business of transmitting and distributing oil for all purposes under, along, across or upon the public streets, ways, alleys and places in the City, and shall include and be in lieu of any existing or future City requirement to obtain a license or permit for the privilege of transacting and carrying 13-3702/103161 2 332 on a business within the City; (e) The phrase "pipes and appurtenances" shall mean pipes, pipelines, mains, services, traps, vents, cables, conduits, vaults, manholes, meters, appliances, associated communications infrastructure, attachments, appurtenances, and any other property located or to be located in,upon, along, across, or under property of the City, and used or useful in the transmitting and/or distributing of oil; (f) The word "oil" shall mean natural or manufactured oil, or a mixture of natural and manufactured oil; (g) The phrase "construct, maintain, and use" shall mean to construct, erect, install,lay, operate,maintain,use,repair, or replace; and (h) The phrase "gross annual receipts" shall mean gross operating receipts received by Grantee from the sale of oil to Grantee's customers less uncollectible amounts and less any refunds or rebates made by Grantee to such customers pursuant to California Public Utilities Commission orders or decisions. SECTION 2. PURPOSE and GRANT That the right, privilege and franchise, subject to each and all of the terms and conditions contained in this Agreement, and pursuant to-the provisions of 6231 of the Public Utilities Code of the State of California, and Huntington Beach Municipal Code 3.44.040 be and the same is hereby granted to Grantee to construct, maintain and use pipes and appurtenances for transmitting and distributing oil for any and all purposes, under,along, across or upon the streets of the City. The City hereby grants to Grantee the right, privilege and franchise to lay, construct, maintain, operate, renew, repair, change the size of, remove or,abandon in place one or more existing pipes and pipelines for the collection, transportation or distribution of oil, water, gas, gasoline, petroleum, wet gas, 13-3702/103161 3 333 or other hydrocarbon substances, together with all manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines including conduits, cathodic protection devices, wires, cables and other appurtenances necessary or convenient for the exercise of Grantee's business, in, under and along certain streets, roads,highways, alleys, lanes and other public ways within City as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the HBMC. SECTION 3. APPLICATION OF GRANT This Amendment and the Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of City in existence on the date this Agreement is approved by the City Council as follows: Six-inch oil pipeline as follows: 39,425 linear feet of six inch oil pipeline running from Golden West and Garfield to Huntington Beach Terminal as depicted on those certain alignment drawings titled Gold West Refining Company and comprised of drawing numbers 5522-2, sheet 1 of 3 and 5522-3, sheet 2 of 3 (Exhibit B). Running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Gulf Oil Company-U.S. and comprised of drawing numbers 3347, sheet 7 of 9 and sheet 8 of 9 (Exhibit B). Ten-inch oil pipeline as follows: 7,409 linear feet of ten inch oil pipeline running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Gulf Oil Company-U.S. and comprised of drawings number 3347, sheet 9 of 9 (Exhibit B) and in the City of Huntington Beach, Gold West Refining Company comprised of drawing number 7133, sheet 1 of 2 (Exhibit B). 13-3702/103161 4 334 Twelve-inch oil pipeline as follows: 39,584 linear feet of twelve inch oil pipeline running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Golden West Refining Company and comprised of drawing numbers 4978, sheets 2 of 19, 3 of 19, 4 of 19 and 5 of 19 (Exhibit B). SECTION 4. INCORPORATION OF OIL PIPELINE FRANCHISE ORDINANCE The City's grant of this Franchise Agreement is granted upon and subject to the rules, regulations, restrictions, terms and conditions of the City's "Pipeline Franchise Ordinance" as recently amended and set forth in Chapter 3.44 of the HBMC, a copy of which is attached hereto as Exhibit "C," and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the HBMC are references to those sections as they now exist and are reflected in said Exhibit "C." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the HBMC. If any terms referenced in the Franchise Agreement or the HBMC are in conflict with this Amendment the terms of this Amendment shall govern, followed by the HBMC, followed by the Franchise Agreement, except that any term more protective of the City's rights and remedies shall govern regardless of which agreement or code sections are thereby referenced. SECTION 5. TERM Said franchise shall be for a ten (10) year term from and after the effective date hereof; and shall endure in full force and effect thereto, or until the state or some municipal or public corporation thereunto duly authorized by law shall purchase by voluntary agreement or shall condemn and take under the power of eminent domain, all 13-3702/103161 5 335 property actually used and useful in the exercise of said franchise and situate in the territorial limits of the state, municipal, or public corporation purchasing or condemning such property, or until said franchise shall be forfeited for non-compliance with its terms by the Grantee. SECTION 6. COMPENSATION TO CITY Grantee shall pay the following fees to the City with respect to the rights and privileges granted to Grantee hereunder: 6.1 Base Granting Fee. Grantee shall pay the City the sum of Eleven Thousand Four Hundred Seventy Dollars ($11,470.00) as a one-time base granting fee within thirty(30) days following the execution of this Agreement. 6.2 Base Annual Fee and Adjustments and Reinstatement Fee. In addition to all fees provided herein, the Grantee shall pay $639,753.92 in a Reinstatement Fee that shall cover past due fees including penalties and interest until December 31, 2013. Reinstatement Monthly Payments may be paid in one month installment payments of $5,331.28 per month for a consecutive 120 month period. The amount shall be paid pursuant to the schedule set forth in Exhibit D attached hereto and incorporated herein. Beginning January 1, 2014, a base annual fee shall be paid within thirty (30) days after the end of each calendar year during the term of the Franchise Agreement, as amended herein, as follows: 13-3702/103161 6 336 Pipeline Size Length(A) Fee (B) Fee Formula and Type (in feet) per linear foot 6" oil 39,425' $0.895 x CPI (A1)x(B1) adjustment 10" oil 7,409' $1.485 x CPI (A2)x(B2) adjustment 12" oil 39.584' $1.787 x CPI (A3)x(B3) adjustment 86,418' See HBMC Section 3.44.290 when calculating annual adjustments to the Base Annual Fee using the Consumer Price Index-Los Angeles-Riverside-Orange County area (1982- 1984=100). The base annual fee shall be subject to proration pursuant to Section 3.44.300 of the HBMC (HBMC fee). The base annual fee shall be 75% of the total amount provided in the HBMC Section 3.44 for the full term of this Franchise Agreement beginning January 1, 2014 through December 31, 2023 because of the inactive status of the pipeline. In the event the Grantee activates the pipeline and begins to reuse said lines for oil or other product distribution, the grantee shall immediately notify the City and agrees to pay the full HBMC fee including annual adjustments set forth in the HBMC. If the Grantee activates the line and does not inform the City, Grantee shall pay a penalty each month the line(s) is active in the amount of 75% of the existing BBMC franchise fee in addition to the fee itself. 6.3. Base Construction Charges. Pursuant to HBMC Section 3.44.280, Grantee shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by the Franchise Agreement, a base construction charge established, and amended from time to time,by resolution of the City Council. 13-3702/103161 7 337 6.4 Payments to City. Payment is due thirty (30) days after the City's invoice date and a ten percent(10%)per month late penalty or fraction thereof beyond the payment date shall be charged,but in no event shall said penalty exceed fifty(50)percent. In addition an eighteen percent (18%) annual interest cost will be charged for any delinquent payment. The City will also withhold any permits and/or not renew licenses if any payment is delinquent. Payments should be mailed to the City Treasurer, City of Huntington Beach,P.O. Box 711,Huntington Beach, CA 92648-0711. HBMC Section 3.44.290 shall govern when calculating annual adjustments to the Base Annual Fee using the Consumer Price Index-Los Angeles-Riverside-Orange County area(1982-1984=100). The base annual fee shall be subject to proration pursuant to Section 3.44.300 of the HBMC. SECTION 7. FAITHFUL PERFORMANCE BOND On or before the effective date of this Amendment, Grantee shall file and thereafter at all times during the term of the Franchise Agreement keep on file with the City Treasurer a corporate surety bond approved by the City Attorney running to the City in the penal sum of One Hundred Thousand Dollars ($100,000). hi the event that said bond, after it has been so filed, shall at any time during the term of the Franchise Agreement become insufficient, in the sole opinion of the City Council, Grantee agrees to renew said bond within ten (10) days after written notice to do so from the City Treasurer. At such time, the bond shall be increased by a rate set forth by the City Council, with a surety to be approved by the City Attorney, conditioned that Grantee shall well and truly observe, fulfill and perform each condition of the Franchise 13-3702/103161 8 338 Agreement, as amended, and that in case of any breach of condition of the bond the whole amount of the penal sum shall be deemed to be liquidated damages and shall be recoverable from the principal and sureties of the bond. If said bond is not filed prior to the effective date of this Amendment, the approval of this Amendment may be denied and the ordinance granting the Franchise Agreement repealed at any time prior to the filing of said bond and any money paid. SECTION 8. OTHER FRANCHISES This grant is made in lieu of all other oil utility franchises or leased easement agreements owned by the Grantee, or by any successor of the Grantee to any rights under this franchise, for transmitting and distributing oil within the limits of the City, as said limits now or may hereafter exist, and the acceptance of the franchise hereby granted shall operate as an abandonment of all such oil utility franchises, leases or easements within the limits of this City, as such limits now or may hereafter exist, in lieu of which this franchise is granted. SECTION 9. OBLIGATIONS OF GRANTEE (a) All facilities or equipment of Grantee shall be constructed, installed and maintained in accordance with and in conformity with all of the ordinances, rules and regulations heretofore, or hereafter adopted by the legislative body of this City in the exercise of its police powers and not in conflict with the paramount authority of the State of California, and, as to state highways, subject to the provisions of the general laws relating to the location and maintenance of such facilities. (b) If any portion of any street shall be damaged by reason of defects in any of the pipes and appurtenances maintained or constructed under this grant, or by reason of 13-3702/103161 9 339 any other cause arising from the operation or existence of any pipes and appurtenances constructed or maintained under this grant, Grantee shall, at its own cost and expense, immediately repair any such damage and restore such portion of such damaged street to as good condition as existed before such defect or other cause of damage occurred. (c) The Grantee shall pay to the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this franchise. (d) Grantee shall indemnify, save, and hold harmless, City and any officers and employees thereof against and from all damages, judgments, decrees, costs and expenditures which City, or such officer or employee, may suffer, or which may be recovered from, or obtainable against City, or such officer or employee, for, or by reason of, or growing out of or resulting from the exercising by Grantee of any or all of the rights or privileges granted hereby, or by reason of any act or acts of Grantee or its servants or agents in exercising the franchise granted hereby, and Grantee shall defend any suit that may be instituted against City, or any officer or employee thereof, by reason of or growing out of or resulting from the exercise by Grantee of any or all of the rights or privileges granted hereby, or by reason of any act or acts of Grantee, or its servants or agents,in exercising the franchise granted hereby. SECTION 10. REMOVE OR RELOCATE FACILITIES (a) City reserves the right for itself to lay, construct, erect, install, use, operate, repair, replace, remove, relocate or maintain below surface or above surface improvements of any type or description in,upon, along, across,under or over the streets of the City. City further reserves the right to lawfully change the grade, alignment or width of any street. If the necessary exercise of the aforementioned reserved rights 13-3702/103161 10 340 conflicts with any pipes and appurtenances of Grantee constructed, maintained, and used pursuant to the provisions of the franchise granted hereby, Grantee shall, without cost or expense to City within ninety(90) days after written notice from the City Manager, or his designated representative, and request so to do, begin the physical design and field construction of changing the location of all facilities or equipment so conflicting. Grantee shall proceed promptly to complete such required work. (b) Irrespective of any other provision of this ordinance, Grantee's right to construct, maintain, and use, or remove pipes and appurtenances thereto shall be subject at all times to the right of the City, in the exercise of its police power, to require the removal or relocation of said pipes and appurtenances thereto at the sole cost and expense of Grantee, except (1) as the law may otherwise provide or, (2) except where Grantee's right to possession is pursuant to instruments evidencing right-of-way, easements or other interest in real property, or (3) except where the removal or relocation is made at the request of the City on behalf of or for the benefit of any private developer, CalTrans, or other third party. (c) In the event that the City is made aware of a project developed by a governmental agency, water company, private party or the City that would be located within five hundred feet of a regulator station or other major oil facilities, City shall notify Grantee and initiate discussions among the implicated parties in order to assess potential economic and community impacts and facilitate coordinated and economically reasonable outcomes. 13-3702/103161 11 341 SECTION 11. TRANSFER OR SALE OF FRANCHISE This franchise may not be transferred (voluntarily, involuntarily, or by operation of law), leased or assigned by the Grantee except by written consent of the City Council, which may be withheld or conditioned at the City's sole discretion, and unless the transferee or assignees thereof shall agree to be bound by the terms and conditions of this Agreement. Grantee of the franchise granted hereby shall file with the City Manager and the legislative body of the City within thirty (30) days after any sale,transfer, assignment or lease of this franchise, or any part thereof, or of any of the rights or privileges granted thereby, written evidence of the same, certified thereto by the Grantee or its duly authorized officers. SECTION 12. FORFEITURE This franchise is granted upon each and every condition herein contained. Nothing shall pass by the franchise granted hereby to Grantee unless it be granted in plain and unambiguous terms. Each of said conditions is a material and essential condition to the granting of the franchise. If Grantee shall fail, neglect or refuse to comply with any of the conditions of the franchise granted hereby, and if such failure, neglect or refusal shall continue for more than thirty (30) days after written demand by the City Manager for compliance therewith, then City, by the City Council, in addition to all rights and remedies allowed by law, thereupon may terminate the rights, privilege, and franchise granted in and by. this ordinance, and all the rights, privileges and the franchise of Grantee granted hereby shall thereupon be at an end. Thereupon and immediately, Grantee shall surrender all rights and privileges in and to the franchise granted hereby. No provision herein made for the purpose of securing the enforcement of the terms and conditions of the franchise granted hereby shall be deemed an exclusive remedy or to 13-3702/103161 12 342 afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies and procedure outlined herein or provided, including forfeiture, shall be deemed to be cumulative. SECTION 13. LIABILITY INSURANCE The policy of liability insurance required by HBMC Chapter 3.44 shall be issued to Grantee and name the City and its officers, agents, and employees as additional insureds. It shall further indemnify for all liability for personal and bodily injury, death and damage to property arising from activities conducted pursuant to the Franchise Agreement by providing coverage thereof, including but not limited to: (a) Negligent acts or omissions of Grantee and the agents, servants and employees thereof, committed in the conduct of operations under the Franchise Agreement. (b) Provide combined single limit liability insurance in the amount of five million dollars ($5,000,000). (c) Be noncancellable without thirty (30) days written notice thereof directed to the City. SECTION 14. ENVIRONMENTAL IMPAIRMENT LIABILITY INSURANCE The policy of environmental impairment liability insurance or other environmental insurance policy as approved at the sole discretion of the City as required by HBMC Chapter 3.44 shall insure liability for environmental impairment including cleanup cost endorsed for "Sudden and Accidental" contamination or pollution. Such coverage shall be in an amount and form to meet all applicable state and federal requirements but in no event less than five million dollars ($5,000,000)per occurrence. 13-3702/103161 13 343 (a) . If written with an annual aggregate limit, the policy limit must be three (3)times the above-required occurrence limit. (b) If written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than two (2) years following termination or cancellation of the Franchise Agreement. SECTION 15. WORKERS' COMPENSATION INSURANCE The policy of workers' compensation insurance, shall: (a) Have been previously approved as to substance and form by the California Insurance Commissioner. (b) Cover all employees of Grantee who in the course and scope of their employment conduct or do work involving operations under the Franchise Agreement. (c) Provide for every benefit and payment presently or hereinafter conferred by Division 4 of the Labor Code of the State of California upon an injured employee, including vocational rehabilitation and death benefits. (d) Be noncancellable without thirty (30) days written notice thereof directed to the City. SECTION 16. INSURANCE POLICY REQUIREMENT Grantee shall file with the City prior to commencement of any franchise operations either certified copies of said policies or a certificate of insurance for each of the required policies executed by the company issuing the policy, certifying that the policy is in force and providing the following information: (a) The policy number. (b) The date upon which the policy will become effective and the date upon which it will expire. 13-3702/103161 14 344 (c) The names of the insured and any additional insureds. (d) Subject of the insurance. (e) The type of coverage provided by the insurance. (f) Amount of limit of coverage provided by the insurance. (g) A description of all endorsements that form a part of the policy. (h) In addition to the insurance requirements in this section the insured shall also agree to defend, indemnify and hold harmless City against loss, damage or expense by reason of any suits, claims, demands,judgments caused by insured in the performance of the franchise as provided in HBMC Chapter 3.44. Any franchise operation shall not commence until Grantee has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that Grantee fails to maintain said policies in full force and effect. SECTION 17. FORCE MAJEURE The obligations of any party hereunder, other than the obligation to pay money, shall be suspended for so long as such party is unable, in whole or in part,to carry out its obligations under this Amendment and the Franchise Agreement by reason of an act of God, strike, walkout or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, explosion governmental action, governmental delay, restraint or inaction, the unavailability of equipment or materials, or any other cause,whether similar or dissimilar to the types specifically enumerated above, which is beyond the reasonable control of the party claiming the right to suspend its obligations. Such affected party shall provide prompt written notice to the other of the details of the "force majeure," and shall use all reasonable diligence to remove, eliminate or otherwise minimize the force majeure situation as quickly as is practicable. Nothing herein contained shall require a party to settle a labor dispute contrary to the wishes of such party. 13-3702/103161 15 345 SECTION 18. ACQUISITION AND VALUATION The franchise granted hereunder shall not in any way or to any extent impair or affect the right of the City to acquire the property of the Grantee hereof either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee; nor shall this franchise ever be given any value before any court or other public authority in any proceeding of any character in excess of the cost to the Grantee of the necessary publication and any other sum paid by it to the City therefor at the time of the acquisition thereof. SECTION 19. PUBLICATION COSTS The Grantee of said franchise shall pay to the City a sum of money sufficient to reimburse it for all publication expenses incurred by it in connection with the granting thereof, such payment to be made within thirty (30) days after the City shall have furnished such Grantee with a written statement of such expenses. SECTION 20. EFFECTIVE DATE The franchise granted hereby shall not become effective until written acceptance thereof shall have been filed by the Grantee with the City Clerk. When so filed, such acceptance shall constitute a continuing agreement of the Grantee that if and when the City shall thereafter annex or consolidate with additional territory, any and all franchise rights and privileges owned by the Grantee therein shall likewise be deemed to be abandoned within the limits of the additional territory. 13-3702/103161 16 346 SECTION 21. WRITTEN ACCEPTANCE After the publication of the ordinance related to this Franchise, the Grantee shall file with the City Clerk a written acceptance of the franchise hereby granted, and an agreement to comply with the terms and conditions hereof. SECTION 22. PUBLICATION The City Clerk shall certify to the adoption of this ordinance, and within fifteen (15) days after its adoption, shall cause the same (with a list of the councilmembers voting for and against) to be published in the Huntington Beach Independent, a newspaper of general circulation published and circulated in the City. SECTION 22. AUDIT OF RECORDS The City Treasurer, or any certified public accountant, or qualified person designated by the City, at any reasonable time during business hours, may make an examination at the Grantee's office of its books, accounts, and records, germane to and for the purpose of verifying the data set forth in the statement required by Section 4(b) and for any other purpose relating to the rendition of oil service by the Grantee within the City, or the charges to be made. IN WITNESS WHEREOF,the parties hereto have caused this Franchise Agreement to be executed by and through their authorized offices the day,month and year first above written. 13-3702/103161 17 347 PARAMOUNT PETROLEUM CITY OF HUNTINGTON BEACH, a CORPORATION municipal corporation of the State of California By: Mew 05/4,- print name Mayor ITS: (circle one)Chairman/Preside ice Presiden) AND City Clerk By: J1�.. E ye...) INITIATED AND APPROVED: print name ITS: circle one)Secretarehief Financia ) ffice sst.Secretary-Treasurer Assistant City Manager REVIEWED AND APPROVED: APPROVED AS TO FORM: City Manager e City Attorney / *-iq.- )3 A. 19. 13 Exhibits: A. Depiction of Pipeline System B. Pipeline Network Alignment Drawings COUNTERPART C. HBMC Chapter 3.44 D. Reinstatement Monthly Payment Schedule • • 13-3702/103161 18 348 PARAMOUNT PETROLEUM CITY OF HUNTINGTON BEACH, a CORPORATION municipal corporation of the State of California By: print name kidllfrI*441141141.b ITS: (circle one)Chairman/President/Vice President AND ri+001) Clerk �fit By: TE PROVED: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer ssistant City Manager i APPROVED AS TO FREVIE!�/- h11 APPROVED:/11 r/ 1YLiLL City Attorney C'-it anager 1I--iqv)3 J1. 19- 13 • Exhibits: A. Depiction of Pipeline System COUNTERPART B. Pipeline Network Alignment Drawings C. HBMC Chapter 3.44 D. 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Rvra4:.W>rci9„'IRiB'L a .:'P C6 N, +u _ _ - k 7. "'=•�r• •> .. _.. . . .. .. ..� .o .r`_„o .t.•.+- .,_ .,... • �•r)�'�._'',�C� _:::.3L=`celicm^.--;:}K'r.•��i� - � r:. -•' .. .sa.,� 1'!i .� v '.� ..ro i.7z C''«:• XIhWWB,T Chapter 3.44 PIPELINE FRANCHISES (2319-10/78,2676-2/84,3850-1/10,3889-9/10) • Sections: I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short Title 3.44.020 General Provisions 3.44.025 Franchise Required When 3.44.030 Pole Lines 3.44.040 Defmitions 3.44.050 Term 3.44.060 Acceptance of Franchise Agreement 3.44.070 Nonexclusive Franchise 3.44.080 Maps 3.44.090 Repealed—Ordinance No. 3889-9/10 3.44.100 Liability Insurance 3.44.105 Environmental Impairment Liability Insurance 3.44.110 Workers'Compensation Insurance 3.44.120 Insurance--Filing 3.44.130 Faithful Performance Bond 3.44.140 Repealed—Ordinance No. 3889-9/10 3.44.150 Repealed—Ordinance No. 3889-9/10 3.44.160 Forfeiture 3.44.170 Value of Franchise 3.44.180 State Highways 3.44.190 Eminent Domain 3.44.200 Publication Date 3.44.210 Assignment 3.44.220 Hold Harmless 3.44.230 Standards 3.44.231 Conflicting Improvements 3.44.240 Defective Facilities 3.44.250 Hazardous Substances 3.44.251 Damage to Public Property Generally II. COMPENSATION 3.44.252 Public Utility Not Transmitting Oil or Products Thereof 3.44.253 Length 3.44.255 Public Utility Transmitting Oil or Products Thereof 3.44.256 Non-Public Utility Franchises 3.44.260 Basic Granting Fee 3.44.270 Base Annual Fee 3.44.271 Payments to City 3.44.280 Base Construction Charges 3.44.290 Adjustments--Base Annual Fee 3.44.300 Proration of Payments 3.44.310 Records III. CONSTRUCTION 3.44.320 Construction Requirements 3.44.330 New Installation or Replacement 3.44.340 Permits City of Huntington Beach Municipal Code Chapter 3.44 Page 1 of 16 9/15/10 360 3.44.350 Work On and Restoration of Streets 3.44.360 Failure to Comply Timely 3.44.370 Completion Statement 3.44.371 Responsibility 3.44.380 Facilities 3.44.386 Shoring 3.44.390 Ordinary Repair 3.44.400 Breaks or Leaks 3.44.410 Emergency Equipment 3.44.420 Removal or Abandonment of Facilities 3.44.430 Failure to Comply 3.44.440 Abandonment"In Place"Conditions 3.44.447 Operation After Franchise Expiration—Revocable License IV. SPECIAL PROVISIONS FOR PETROLEUM PIPELINES 3.44.450 Rights Granted 3.44.460 Materials Used 3.44.470 Approvals 3.44.480 Reports 3.44.490 Payments Due 3.44.500 Cost of Relocation I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short Title. This chapter shall be known and cited as "Pipeline Franchise Ordinance." (2319-10/78) 3.44.020 General Provisions. Every franchise hereafter granted by the City to lay,construct, maintain,operate,renew,repair, change the size of,remove or abandon in place pipes and pipelines for the collection,transportation or distribution of oil, gas,gasoline,petroleum,wet gas,hydrocarbon substances, or other substances,together with all manholes,valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines including conduits, cathodic protection devices,wires,cables and other appurtenances necessary or convenient for the exercise of the franchisee's business,in,under, along or across any and all streets within the City of Huntington Beach except as otherwise provided in the particular franchise agreement, shall be granted upon and be subject to the rules, regulations, restrictions and terms and conditions of this chapter, in addition to those rules,regulations, restrictions,terms and provisions set forth in the particular franchise agreement. (2319-10/78, 3889-9/10) 3.44.025 Franchise Required When. It is unlawful for any person, firm or corporation to exercise any privilege or franchise to lay or maintain any pipes or conduits in or under any public street,or alley in the City,for the transmission of gas,water,heat, steam,or other substance or to exercise any franchise or privilege for the erection or maintenance,in or upon any public street or alley in the City,of any telephone,telegraph, electric light or power poles, wires, or system, or for the erection of any pole or wire for the purpose of transmitting electrical energy or current,without first having procured a franchise to do so unless such person,firm or corporation is entitled to do so by direct and unlimited authority of the Constitution of the state or the Constitution of the laws of the United States. (3850-1/10) 3.44.030 Pole Lines. Nothing in this chapter or in any franchise agreement granting such a franchise shall be construed to permit the grantee to construct new poles or other facilities aboveground. (2319-10/78) City of Huntington Beach Municipal Code Chapter 3.44 Page 2 of 16 9/15/10 361 3.44.040 Definitions. For the purpose of this chapter,the following terms,phrases,words and their derivations shall have the meaning given herein: (a) "Council" shall mean City Council of the City of Huntington Beach. (3889-9/10) (b) "Code" shall mean the Huntington Beach Municipal Code. (c) "Department" shall mean the Public Works Department of the City of Huntington Beach. (3889-9/10) (d) "Director" shall mean the Public Works Director of the City of Huntington Beach. (3889-9/10) (e) "Franchisee" or"grantee" shall mean the person to whom the franchise is granted, and any person to whom it is lawfully assigned. (f) "Facilities" or"appurtenances" shall mean all property owned or used by the franchisee,in connection with the franchise,including but not limited to,pipelines,pump stations, and service connection with the franchisee's facilities,whether installed by the franchisee as named or originally granted under this franchise or its predecessors or assignors, erected, constructed,laid, operated or maintained in,upon, over,under, along or across any street pursuant to any right or privilege granted by the franchise. (3889-9/10) (g) "Franchise payment period" shall mean the time period between the effective date of the franchise agreement granting the franchise and December 31 of the same calendar year, and each calendar year thereafter, during the life of the franchise. (3889-9/10) (h) "Franchise report period" in all cases shall mean the time period between the effective date of the franchise agreement granting the franchise through and including December 31 of that calendar year, and each calendar year thereafter, during the life of the franchise. (3889-9/10) (i) "Highway" or"street" shall mean any public highway,freeway(except a state freeway), street,road, alley,lane or court or other public easement, and above and below the same, which now exists or which may hereafter exist in the City of Huntington Beach. (3889-9/10) (j) "Main" shall mean any pipeline or conduit laid in, along or approximately parallel with any street for the collection,transmission or distribution of any hydrocarbon substances. (k) "Major street" shall mean any street or portion thereof designated as a major secondary highway in the circulation element of the Huntington Beach General Plan. (1) "Minor street" shall mean all streets in the City other than those designated as "major" or "secondary highways" in the circulation element of the Huntington Beach General Plan. (3889-9/1 o) (m)"Person" shall mean any individual,person,firm,partnership or corporation. (n) "Section" shall mean a section of the Huntington Beach Municipal Code,unless some other code or statute is mentioned. (o) "Service connection" shall mean the wire,pipes, or conduits connecting the building or place where the service or hydrocarbons supplied by the franchisee is used or delivered, or is made available for use or delivery,with the supply line or supply main in the highway or with such supply line or supply main on private property. (2319-10/78) (p) "Shall" is mandatory; "May"is permissive. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 3 of 16 9/15/10 362 3.44.050 Term. Unless the franchise agreement granting the franchise provides otherwise,the term of the franchise shall be fifteen(15)years. (2319-10/78,3889-9/10) 3.44.060 Acceptance of Franchise Agreement. The franchisee shall enter into a written agreement with the City of Huntington Beach which grants the franchise and sets forth the terms and provisions therein. The franchisee shall,within thirty(30) days after the passage of the ordinance granting the franchise, file with the City Clerk of the City of Huntington Beach a written acceptance of the terms and conditions of said ordinance. The franchise shall be null and void if the written acceptance is not filed within the prescribed time. (2319-10/78,3889-9/10) 3.44.070 Nonexclusive Franchise. The granting of the franchise shall not be construed to prevent the City from granting identical or similar franchise to any person other than the franchisee. Nothing herein contained shall ever be construed so as to exempt the franchisee from compliance with all ordinances,rules or regulations of the City now in effect or which may be hereafter adopted which are not inconsistent with the terms of the franchise. (2319-10/78,3889-9/10) 3.44.080 Maps. Within ninety(90)days following the date on which any facilities or appurtenances have been laid,removed or abandoned under the franchise, the franchisee shall file a map or maps with the Department showing the accurate "as built"location, depth, and size of the facilities or appurtenances so laid,removed or abandoned. (2319-10/78,3889-9/10) 3.44.100 Liability Insurance. The policy of liability insurance required by this chapter shall be issued to franchisee and name the City and its officers, agents, and employees as additional insureds. It shall further indemnify for all liability for personal and bodily injury, death and damage to property arising from activities conducted pursuant to the franchise by providing coverage thereof,including but not limited to: (3889-9/10) (a) Negligent acts or omissions of franchisee and the agents, servants and employees thereof, committed in the conduct of franchise operations. (b).Provide a combined single limit liability insurance in the amount of five million dollars ($5,000,000). (3889-9/10) (c) Be noncancellable without thirty(30) days written notice thereof directed to the City of Huntington Beach. (2319-10/78,3889-9/10) 3.44.105 Environmental Impairment Liability Insurance. The policy of environmental impairment liability insurance or other environmental insurance policy as approved at the sole discretion of the City as required by this Chapter shall insure liability for environmental impairment including cleanup cost endorsed for"Sudden and Accidental"contamination or pollution. Such Coverage shall be in an amount and form to meet all applicable state and federal requirements but in no event less than five million dollars$5,000,000 per occurrence. (3889-9/10) (a) If written with an annual aggregate limit,the policy limit should be three(3)times the above- required occurrence limit. (3889-9/10) (b) If written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than two(2)years following termination or cancellation of this franchise. (3889-9/10) 3.44.110 Workers' Compensation Insurance. The policy of workers'compensation insurance, required by this chapter, shall: (a) Have been previously approved as to substance and form by the California Insurance Commissioner. City of Huntington Beach Municipal Code Chapter 3.44 Page 4 of 16 9/15/10 363 (b) Cover all employees of franchisee who in the course and scope of their employment to conduct or do work pursuant to the franchise operations. (3889-9/10) (c) Provide for every benefit and payment presently or hereinafter conferred by Division 4 of the Labor Code of the State of California upon an injured employee,including vocational rehabilitation and death benefits. (3889-9/10) (d) Be noncancellable without thirty(30) days written notice thereof directed to the City of Huntington Beach. (2319-10/78,3889-9/10) 3.44.120 Insurance--Filing. Franchisee shall file with the City Clerk prior to commencement of any franchise operations either certified copies of said policies or a certificate of insurance for each of the required policies executed by the company issuing the policy, certifying that the policy is in force and providing the following information: (3889-9/10) (a) The policy number. (b) The date upon which the policy will become effective and the date upon which it will expire. (c) The names of the insured and any additional insureds. (d) Subject of the insurance. (e) The type of coverage provided by the insurance. (f) Amount of limit of coverage provided by the insurance. (g) A description of all endorsements that form a part of the policy. (h) In addition to the insurance requirements in this section the insured shall also agree to defend, indemnify and hold harmless the City of Huntington Beach against loss, damage or expense by reason of any suits,claims, demands,judgments caused by insured in the performance of the franchise as provided in Section 3.44.220. (3889-9/10) Any franchise operation shall not commence until franchisee has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that franchisee fails to maintain said policies in full force and effect. (2319-10/78) 3.44.130 Faithful Performance Bond. On or before the effective date of the franchise agreement granting the franchise,franchisee shall file and thereafter at all times during the life of the franchise keep on file with the City Treasurer a corporate surety bond approved by the City Attorney running to the City in the penal sum of One Hundred Thousand Dollars ($100,000). In the event that said bond, after it has been so filed, shall at any time during the life of the franchise become insufficient,in the sole opinion of the City Clouncil,the franchisee agrees to renew said bond within ten(10) days after written notice to do so from the City Treasurer. At such time,the bond shall be increased by a rate set forth by City Council, with a surety to be approved by the City Attorney, conditioned that franchisee shall well and truly observe,fulfill and perform each condition of the franchise and that in case of any breach of condition of the bond the whole amount of the penal sum shall be deemed to be liquidated damages and shall be recoverable from the principal and sureties of the bond. If said bond is not filed prior to the effective date of the ordinance granting the franchise,the award of the franchise may be set aside and the ordinance granting the franchise repealed at any time prior to the filing of said bond and any money paid in consideration for said award of franchise shall be deemed forfeited. In the event that said bond, after it has been so filed, shall at any time during the life of the franchise become insufficient, franchisee agrees to renew said bond, subject to the approval of the City Attorney,within ten(10) days after written notice to do so from the Director. (2319-10/78,3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 5 of 16 9/15/10 364 3.44.160 Forfeiture. The franchise is granted and shall be held and enjoyed upon each and every condition contained in the franchise agreement, including such conditions contained herein as are incorporated by reference in said franchise agreement, and shall be strictly construed against the grantee. Any neglect, failure or refusal to comply with any of the terms and provisions of the franchise agreement shall constitute grounds for the suspension or forfeiture of the franchise, shall give to the grantee not less than thirty(30) days notice in writing of any default thereunder. If the grantee does not,within the noticed period,begin the work of compliance or after such beginning does not prosecute the work with due diligence to completion,the Council may hold a hearing, at which the grantee shall have the right to appear and be heard, and thereupon the Council may determine whether such conditions are material and essential to the franchise and whether the grantee is in default with respect thereto and may declare the franchise suspended or forfeited. Notice of said hearing shall be given to the grantee by certified mail not less than five(5) days before said hearing. (2319-10/78) 3.44.170 Value of Franchise. The grantee of any franchise awarded to a public utility,by accepting the terms and conditions thereof, stipulates and agrees that in any proceeding for the purpose of adjusting the rates of the grantee,no greater value shall be placed upon the franchise than the actual cash paid therefor by the grantee. (2319-10/78) • 3.44.180 State Highways. If any street or portion thereof becomes a state highway, except for the right to continue to collect franchise payments in such other rights as by law remain with the City,the state shall succeed to all rights reserved to the City by the franchise. (2319-10/78,3889-9/10) 3.44.190 Eminent Domain. No franchise granted by the City shall in any way impair or affect the right of the City or any successor in authority to acquire the property of the grantee by purchase or condemnation, and nothing contained in such a franchise shall be construed to contract away,modify or abridge either for a term or in perpetuity the City's right of eminent domain in respect to any public utility. (2319-10/78,3889-9/10) 3.44.200 Publication Costs. The grantee shall pay to the City within thirty(30)days after receiving a statement therefore, all advertising and publishing costs, including the cost of publishing the granting of the franchise,if necessary. (2319-10/78,3889-9/10) 3.44.210 Assignment. The grantee shall not directly or indirectly sell,transfer,assign or lease the franchise or any part thereof, or allow any other person or entity to operate any pipeline or related facility subject to the franchise, except with the written approval of the Council which maybe withheld at its sole and absolute discretion. Such sale,transfer, assignment,or lease shall be made only by filing with the Council a copy of the duly executed instrument of such sale, transfer, assignment or lease and a written request for the consent of the Council to such sale, transfer, assignment or lease. If such duly executed instrument and such written request is not filed with the Council before the expiration of thirty(30) days after the effective date of such sale,transfer, assignment or lease,then,upon the expiration of said thirty(30) days,the franchise shall be subject to forfeiture and the Council may,without notice,revoke the franchise. As a condition to the granting of consent to such sale,transfer, assignment or lease, the Council may impose such additional terms and conditions upon the franchisee and upon the grantee or assignee,which the Council may deem to be in the public interest. Such additional terms and conditions shall be expressed by Council resolution. Nothing herein contained shall be construed to grant to the grantee the right to sell,transfer, assign or lease the franchise, or any part thereof, except in the manner aforesaid. This section applies to any assignment,whether by operation of law,by a voluntary act of the grantee or otherwise and includes a transfer of more than fifty percent(50%) of the voting stock of any corporate grantee or the change in identity of any general partner of a franchisee which is a partnership,whether to a third party or to any subsidiary,parent,or affiliated agency of franchisee. (2319-10/78,3889-9/10) 3.44.220 Hold Harmless. The grantee shall be responsible to the City and shall defend, indemnify and hold harmless the City and its officers and employees from all damages or liability City of Huntington Beach Municipal Code Chapter 3.44 Page 6 of 16 9/15/10 365 arising from the use, operation or maintenance of the facilities erected, constructed,laid, operated or maintained thereunder. (2319-10/78,3889-9/10) Franchisee hereby agrees to protect, defend,indemnify and hold harmless City,its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses,judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to franchisee's employees and damage to franchisee's property,arising directly or indirectly out of the obligations or operations herein undertaken by franchisee, caused in whole or in part by any negligent act or omission of the franchisee, any subfranchisees, anyone direcly or indirectly imployed by any of them or anyone for whose acts any of them may be liable,including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Franchisee shall conduct all defense at its sole cost and expense and City shall approve selection of franchisee's counsel. City shall be reimbursed for all costs and attorney's fees incurred by City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitations upon the amount of indemnification to be provided by franchisee. (3889-9/10) 3.44.230 Standards. All facilities erected,constructed,laid, operated or maintained under the provisions of the franchise shall be erected,constructed,laid, operated or maintained in accordance with and conforming to all the ordinances, codes, rules and regulations now or hereafter adopted by or prescribed by the Council. (2319-10/78) 3.44.231 Conflicting Improvements. If the City or any other public entity constructs or maintains any storm drain, sewer structure, or other facility or improvement under or across any facility of the grantee maintained pursuant to the ordinance,the grantee shall provide at no expense to the City or other public entity such support as shall be reasonably required to support, maintain and protect grantee's facility. (3889-9/10) 3.44.240 Defective Facilities. If any portion of any street shall be damaged by reason of defective facilities laid or constructed under the franchise,the grantee shall, at its own expense, repair any such defect and put such street in as good condition as it was before such damage was incurred,to the satisfaction of the City. If the grantee, within ten(10) days after receipt of written notice from the City, instructing it to repair such damage, shall fail to commence to comply with such instructions, or,thereafter, shall fail diligently to prosecute such work to completion,then the City immediately may do whatever work is necessary to carry out said instructions at the cost and expense of the grantee,which cost and expense,by the acceptance of the franchise, the grantee agrees to pay upon demand. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof,the City without notice may repair such damage and the grantee agrees to pay the reasonable cost thereof upon demand. (2319-10/78,3889-9/10) 3.44.250 Hazardous Substances. Prior to the issuance of any excavation permit for the construction or installation of any pipeline for the transmission of flammable liquids or gases, written approval shall be obtained from the Director. Said approval may be withheld at the sole and absolute discretion of the Director. Said approval may be based on the determination that no undue fire hazard will be created to life or property in the areas through which the proposed pipeline will be located. To make such determination, consideration shall be given to: (3889-9/10) (a) Type of hydrocarbon to be transmitted. • (b) Density of population or structural development in the area through which the pipeline will be located. (c) Adequacy of water supplies for fire control purposes. City of Huntington Beach Municipal Code Chapter 3.44 Page 7 of 16 9/15/10 366 (d) Extent of available public fire protection facilities. (e) Number and location of shutoff valves in line. (2319-10/78) 3.44.251 Damage to Public Property Generally. Any damage done directly or indirectly to any public property by grantee, in exercising directly or indirectly any right,power, or privilege under this franchise,or in performing any duty under or pursuant to the provisions of this section, shall be promptly repaired by grantee at its sole cost and expense to as good a condition as it was befor such damage was incurred,and to the satisfaction of the Director. If the franchisee,within ten(10)days after receipt of written notice from the City,instructing it to repair such damage, shall fail to commence to comply with such instructions, or thereafter, shall fail to diligently prosecute such work to completion,the City immediately may do work necessary to carry out said instructions and the cost and expense of the franchisee,which cost and expense,by the acceptance of the franchise,the franchisee agrees topay upon demand. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof,the City without notice may repair such damage and the franchisee shall pay all costs incurred. (3889-9/10) II. COMPENSATION 3.44.252 Public Utility Not Transmitting Oil or Products Thereof. The franchisee of any franchise awarded to a public utility or non-public utility not transmitting oil or products thereof; as consideration for such franchise, shall annually pay to the City in lawful money of the United States,within thirty(30)days after the end of each calendar year and during the life of the franchise for each and every year,including the year of granting the franchise a franchise fee negotiated as part of the franchise agreement(unless preempted by State Law) arising from the use,operation or possession of the franchise. (3889-9/10) 3.44.253 Length. Whenever the length of any wire,pipe or conduit is a factor in calculating any payment due under any franchise granted by the, all service connections shall be excluded in determining such lengths. (3889-9/10) 3.44.255 Public Utility Transmitting Oil or Products Thereof. The franchisee of any franchise awarded for a pipeline transmitting oil or products thereof which has been determined by the Public Utilities Commission to be a public utility, as consideration for such franchise, shall,within thirty(30) days after the end of each calendar year and during the life of the franchise for each and every year, including the year of granting the franchise, annually pay to the City in lawful money of the United States, a fee in the following amounts as required by State law. In the event these referenced fees increase pursuant to State law,the fees referenced herein shall increase by the same: (3889-9/10) Pipelines with an Internal Diameter of: Base Rate Per Lineal Foot 0-4 inches .088 6 inches .132 8 inches .176 10 inches .220 12 inches .264 14 inches .308 16 inches .352 18 inches .396 20 inches .440 22 inches .484 24 inches .528 26 inches .572 28 inches .616 30 inches .660 (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 8 of 16 9/15/10 367 For pipelines with an internal diameter not listed above, the fees shall be in the same proportion to the fees of a twelve(12)-inch-diameter pipe as the diameter of the unlisted pipe is to twelve(12) inches. (3889-9/10) The amount of the fee or charge provided for in this paragraph shall be multiplied by the Consumer Price Index, all Urban Consumers (CPI-U)for the Los Angeles-Riverside-Orange County Area for the month of September immediately preceding the month in which payment is due and payable, and divided by the Consumer Price Index,All Urban Consumers(CPI-U for the Los Angeles-Riverside-Orange County Area for June 30, 1989,(1982-84=100.0)). (3889-9/10) 3.44.256 Non-Public Utility Franchises. The franchisee of any franchises awarded to other than a public utility transmitting oil or oil products thereof, as further consideration for such franchise including the extension,renewal,or continuation of a previously granted franchise, shall pay to the City in lawful money of the United States the following fees: (3889-9/10) 3.44.260 Basic Granting Fee. In the event of an initial grant of franchise or franchises which extend,renew, or continue previously granted franchises, a base granting fee shall be required as established, and amended from time to time,by resolution of the City Council. (2319-10/78, 2676-2/84) 3.44.270 Base Annual Fee. A base annual fee shall be paid by franchisee within thirty(30) days after the end of each calendar year including the year of granting the franchises, according to the franchise payment period as defined in this chapter, in the following amounts: (2319-10/78, 2676-2/84,3889-9/10) Pipelines with an Internal Diameter of: Amount Per Lineal Foot 0-4 inches .590 6 inches .895 8 inches 1.197 10 inches 1.485 12 inches 1.787 14 inches 2.092 16 inches 2.377 18 inches 2.682 20 inches 2.984 22 inches 3.272 24 inches 3.574 26 inches 3.879 28 inches 4.164 30 inches 4.469 The base annual rate applicable to pipelines with an internal diameter falling between incremental size categories shall pay a rate determined by adding the price corresponding to the lower size to a figure computed by multiplying the difference between the higher and lower price times the multiplier. The multiplier will be determined by dividing the difference between the size of the pipe and the lower size category by the difference between the two size categories. In determining the number of feet of pipeline upon which the annual fee will be computed, the greatest number of feet of pipeline covered by the franchise during the calendar year for which payment is due will be utilized. The base annual fee shall be paid no later than 30 days and a penalty at the rate of ten(10)percent per month or fraction thereof beyond the payment date shall be charged,but in no event shall said penalty exceed fifty(50) percent. (3889-9/10) The City reserves the right to adjust the base fees established hereunder at any time after the effective date of the ordinance. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 9 of 16 9/15/10 368 • 3.44.271 Payments to City. Payment is due 30 days after the City's invoice date and a 10%per month late penalty and 18% annual interest cost will be charged for any delinquent payment. The City will also withhold any permits/not renew licenses if any payment is delinquent. Payments should be mailed to the City Treasurer, City of Huntington Beach,P.O. Box 711, Huntington Beach, CA 92648-0711. (3889-9/10) 3.44.280 Base Construction Charges. The holder of the franchise shall pay at the time of installation,relocation or replacement of any segment of pipe or pipeline, or any other facility covered by the franchise agreement, a base construction charge established, and amended from time to time,by resolution of the City Council. (2319-10/78,2676-2/84) 3.44.290 Adjustments--Base Annual Fee. The amount of each base annual fee as specified in the above section shall be revised every year,in accordance with the following formula: (3889-9/10) (a)The Consumer Price Index,All Urban Consumers(CPI-U)for the Los Angeles-Riverside- Orange County area(1982-84=100) as published by the United States Bureau of Labor Statistics ("Bureau"),shall be defined as the"index,"and such index as it stands on August 1,2010 shall be defined as the"base index"and the index for the month of September immediately preceding the fee payment date shall be defined as the"current index;" (3889-9/10) (b)If the current index differs from the base index,then the base annual fee shall increase or decrease by the percentage increase or decrease between the current index and the base index, provided that,if the current index drops below the base index,no adjustment shall be made. The base annual fee shall be multiplied by an adjustment factor determined by dividing the current index by the base index. (3889-9/10) For example, if the base index is 185.0 and the current index is 190.5,the annual franchise fee shall be (i.e. 190.5/185.0= 1.0297),times the base annual fee,provided however,under no circumstances shall the multiplying factor be less than one,nor shall the annual franchise fee calculated using said factor,be less than the base annual fee. If the Bureau shall revise the index,the parties hereto shall accept the method of revision for conversion recommended by the Bureau; and (3889-9/10) (c) If the Bureau discontinues the preparation or publication of the CPI-U,All Urban Consumers for the Los Angeles-Riverside-Orange County area(1982-84=100), and if no transposition table prepared by the Bureau is available,then the amount of each annual franchise fee shall be computed by reference to such other price index as may be chosen by the City, and the City shall be the sole judge of comparability of successive indices and its determination on this point shall be final and conclusive. In no event shall the annual franchise fee adjustment by reference to such other price index be less than the base annual fee as set forth herein. (3889-9/10) (d)Publication and Administrative Issuance Costs. The franchisee shall pay to the City within thirty(30)days after receiving a statement therefore, all administrative and other costs incurred by the City processing the application for a franchise,including but not limited to the preparation of any reports, statements or studies pursuant to the California Environmental Quality Act(Public resources Code Section 21000, et seq.) and any similar federal statute,or any successor statute, and for any and all advertising and publishing costs,including the cost of publishing the ordinance,if necessary,incurred in connection with the granting of the franchise. (3889-9/10) (e) The base annual fee may also be amended from time to time by resolution of the City Council. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 10 of 16 9/15/10 369 3.44.300 Proration of Payments. In the event of abandonment of facilities with the approval of the City as elsewhere in this chapter provided, or in the event of removal of such facilities by the franchisee,or in the event of the grant of a franchise with an initial franchise payment period of less than one year,the annual franchise fee required under the aforementioned sections shall be prorated for the calendar year in which such removal or abandonment or grant occurs as of the end of the calendar month in which removed, abandoned or granted. (2319-10/78,3889-9/10) 3.44.310 Records. Franchisee shall keep and preserve for a period of five(5)years subsequent to the date of the most recent franchise fee determination all the records necessary to determine the amount of such franchise fee. At all reasonable times,the franchisee shall permit the City or its duly authorized representative to examine all property of the franchisee erected, constructed, laid, operated or maintained pursuant to the franchise,together with any appurtenant property of the franchisee, and to examine and transcribe any and all books, accounts,papers, maps, and other records kept or maintained by the franchisee or under its control which concern the operations, affairs, transactions,property or fmancial condition of the franchisee with respect thereto. Said records shall be made available to the City at a location in the County of Orange. (2319-10/78,3889-9/10) M. CONSTRUCTION 3.44.320 Construction Requirements. Pipelines and appurtenances shall be constructed and maintained in a good workmanlike manner in conformity with applicable law and the terms and conditions of any City ordinance,rule or regulation now, or as hereafter amended, adopted or prescribed by the City. All pipes pipelines and appurtenances will be installed in accordance with the latest revision of the"American Standard Code of Pressure Piping ASA B31.4." (2319-10/78,3889-9/10) 3.44.330 New Installation or Replacement. New installations or replacements of pipelines and appurtenances and all other facilities necessary for the installation, operation,maintenance,and safety of pipelines and conduits shall be laid and maintained only pursuant to applicable law and permit issued by the Department. All such installations or replacements shall be reviewed by the Director as to the most desirable location in the streets of the City and his decision shall be final and binding on the franchisee. (2319-10/78,3889-9/10) 3.44.340 Permits. Where the provisions of any City ordinance,resolution or regulation,which shall be in force at that time,require the issuance of an excavation, encroachment or other type of permit,the franchisee shall not commence any excavation or encroachment work under the franchise until it shall have obtained such permit from the Department except in cases of emergency affecting public health,safety or welfare or the preservation of life or property,in which case the franchisee shall apply for such permit not later than the next business day. (3889-9/10) The application of the franchisee for such permit shall show the following facts: the length and proposed location of the pipeline and/or appurtenance intended to be installed, and such other facts as the Department may require. The franchisee shall pay any and all permit inspection fees required by the Department. (2319-10/78,3889-9/10) 3.44.350 Work On and Restoration of Streets. The work of constructing,laying,replacing, maintaining,repairing or removing all pipelines and appurtenances authorized under the provisions of this chapter in, over,under, along or across any street shall be conducted with the least possible hindrance to the use of the street for purposes of travel. As soon as such work is completed, all portions of the street which have been excavated or otherwise damaged thereby shall promptly and in a workmanlike manner be repaired,replaced or restored and placed in as good condition as before the commencement of such work and shall be done to the satisfaction of the Director at the expense of the franchisee, and in accordance with the terms and conditions of any City ordinance,resolution or regulation. For streets that have been rehabilitated within three City of Huntington Beach Municipal Code Chapter 3.44 Page 11 of 16 9/15110 370 (3)years prior to the proposed work,the City shall require the'resurfacing, or other treatment, of the entire lane widths of the street as directed by the Director. For those streets that have not been rehabilitated by the City.within three(3)years prior to the proposed work,the restoration shall be in full compliance with City requirements. All restoration,repair or replacement work shall be done to the satisfaction of the Director at the expense of the franchisee in accordance with all applicable law. In the event that the franchisee shall fail or neglect to make such highway repair,replacement or restoration work,ten(10)days after notice therefore has been given franchisee by the Director,the City may repair,replace or restore said highway at the expense of franchisee.Franchisee agrees to pay to the City the cost of performing such work. The amount so chargeable shall be the direct cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (2319-10/78,3889-9/10) 3.44.360 Failure to Comply Timely. In the event that the franchisee fails to complete the work within the time specified in the permit,the City may require the franchisee to pay to the City not more than five hundred dollars ($500)per day as liquidated damages for each day construction extends beyond the time specified in the permit. (3889-9/10) Whenever the franchisee fails to complete any work required by the terms and provisions of the franchise, and the permits issued thereunder,within the time limits required thereby,the City may complete or cause to be completed any and all such work at the expense of the franchisee. The franchisee agrees to pay to the City the cost of performing such work. The amount so chargeable to franchisee shall be the direct cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (2319-10/78,3889-9/10) 3.44.370 Completion Statement. Upon the completion of the construction of any pipelines or other facilities constructed pursuant to said franchise,the franchisee shall submit a statement to the Director, identifying the permit or permits issued by the Department, the total length of pipeline,pipeline material,diameter of pipeline,the construction of which was authorized under such permit or permits, and the total length of pipeline or facilities actually laid and as-built drawings. (2319-10/78,3889-9/10) 3.44.371 Responsibility. In addition to any indemnification set forth herein,franchisee shall be specifically responsible to the City and shall save the City,its officers, agents, and employees, free and harmless from all damages or liability arising from any damage or injury suffered by any person by reason of any excavation or obstruction being improperly guarded during any work authorized pursuant to the franchise or the failure to neglect of the franchisee to properly perform,maintain,or protect any phase of such work. (3889-9/10) 3.44.380 Facilities. The franchisee shall have the right to construct,maintain and repair such traps,manholes, conduits,valves, appliances, attachments and other facilities as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise, and said facilities shall be kept flush with the surface of the street and so located as to conform to applicable law including any ordinance,resolution or regulation of the City, or of any permit issued by the Department in regard thereto and shall not interfere with the use of the street for travel. The franchisee shall have the right subject to such ordinances,resolutions and regulations as are now or may hereafter be in force,to make all necessary excavations in said street for the construction,maintenance and repair of said facilities;provided,however,that the franchisee shall first obtain an excavation permit from the Department for doing any such work. (2319-10/78,3889-9/10) 3.44.386 Shoring. The franchisee shall provide at its sole cost such shoring or other support as shall be reasonably required to support,maintain, and protect franchisee's facilities in connection with any storm drain or sewer construction by the City or in connection with any facility constructed by City, or by any successor agency. (3889-9/10) 3.44.390 Ordinary Repair. The franchisee shall be privileged to excavate in the road or street for line repair for the number of days agreed upon by the franchisee and the Department City of Huntington Beach Municipal Code Chapter 3.44 Page 12 of 16 9/15/10 371 provided,however,that the franchisee shall first obtain an excavation permit from the Department for the doing of any such work. (2319-10/78,3889-9/10) 3.44.391 Relocation of Pipelines and Facilities. The City reserves the right to change the grade,to change the width or to alter or change the location of any street over which the franchise is granted. If any of the pipelines, facilities or appurtenances heretofore or hereafter constructed, installed or maintained by the franchisee pursuant to the franchise on, along,under, over, in, upon or across any street are located in a manner which conflict in any way with the change of grade, traffic needs, operation,maintenance,improvements,repair,construction,reconstruction, widening, alteration or relocation of the street,the franchisee shall relocate permanently or temporarily any such facility at no expense to the City upon receipt of a written request from the Director to do so, and shall commence such work on or before the day specified in such written request which date shall be not less than thirty(30)days from receipt of such written request. Franchisee shall thereafter diligently prosecute such work to completion. (3889-9/10) The City reserves the right for itself, and all other public entities which are now or may later be established,to lay, construct,repair, alter,relocated and maintain subsurface or other facilities or improvements of any type or description in a governmental but not proprietary capacity within the streets over which the franchise is granted. If the City or any other public entity finds that the location or relocation of such facilities or improvements conflicts with the facilities laid, constructed or maintained under the franchise,whether such facilities were laid before or after the facilities of the City or such other public entity were laid,the franchisee of such franchise shall at no expense to the City or public entity,on or before the date specified in a written request from the Director,which date shall be not less than thirty(30)days after the receipt of such notice and request to do so,commence work to change the location either permanently or temporarily of all facilities so conflicting with such improvements to a permanent or temporary location in said streets to be approved by the Director and thereafter diligently prosecute such work to completion. (3889-9/10) 3.44.400 Breaks or Leaks. If any portion of the street shall be damaged by reason of breaks or leaks in any pipe, conduit, or appurtenance constructed or maintained under the franchise,the franchisee thereof shall, at its own expense, immediately following written or oral notification thereof,promptly repair any such damage and put such street in as good condition as it was in before such damage or leak, all to the satisfaction of the Department. The franchisee shall obtain an excavation permit from the Department for the doing of any such work. (2319-10/78,3889-9/10) 3.44.410 Emergency Equipment. At all times during the term of this franchise,the franchisee shall maintain or arrange for, on a twenty-four(24)hour a day basis adequate emergency equipment and a properly trained emergency crew within a radius of twenty-five(25)miles from any facilities installed or maintained pursuant hereto for the purpose of shutting off the pressure and the flow of contents of such facilities in the event of an emergency resulting from an earthquake, act of war,civil disturbance,fire,flood, or any other cause or nature whatsoever. (2319-10/78) 3.44.420 Removal or Abandonment of Facilities. (a) At the expiration,revocation or termination of this franchise or the permanent discontinuance of the use of all or a portion of its facilities,the franchisee shall, within thirty(30)days thereafter make written application to the Director for authority either: (1)to abandon all or a portion of such facilities in place; or(2) to remove all or a portion of such facilities. Such application shall describe the facilities desired to be abandoned or removed by reference to the map or maps required by Section 3.44.080 and shall also describe with reasonable accuracy the physical condition of such facilities. The Director shall determine whether any abandonment or removal which is thereby proposed may be effected without detriment to the public interest and under what conditions such proposed abandonment or removal may be safely effected and shall then notify the franchisee of his determination. The franchisee shall City of Huntington Beach Municipal Code Chapter 3.44 Page 13 of 16 9/15/10 372 pay to the City the cost of all tests required to determine the disposition of the application for abandonment removal. (3889-9/10) (b) Within thirty(30)days after receipt of such notice,the franchisee shall apply for a permit from the Department to abandon or remove the facility and shall pay all fees and costs related thereto. Such permit is to contain the conditions of abandonment or removal as may be prescribed by the Director. Any abandonment shall be conditioned, in part,upon the franchisee's compliance with the provisions set forth in this Chapter. (3889-9/10) The franchisee shall,within ninety(90)days after obtaining such permit commence and diligently prosecute to completion,the work authorized by the permit. If the franchisee applies for authority to abandon all or a portion of its facilities in place, and the Director determines that abandonment in place of all or part of the facilities may be affected without detriment to the public interest, the franchisee shall pay to the City a fee which shall be computed as follows: Pipelines with an Internal Diameter of Amount per Lineal Foot 0-12 inches $15.00 14-18-inches $22.00 20-30 inches $28.00 (2319-10/78,3889-9/10) 3.44.430 Failure to Comply. (a) If any facilities to be abandoned"in place" subject to prescribed conditions shall not be abandoned in accordance with all such conditions the Director may make additional appropriate orders,including an order that the franchisee shall remove any or all such facilities. The franchisee shall comply with such additional orders. (b) In the event that the franchisee shall fail to comply with the terms and conditions of abandonment or removal as maybe required by this chapter and within such time as may be prescribed by the Director,the City may remove or cause to be removed such facilities at the franchisee's expense. The franchisee shall pay to the City the cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (3889-9/10) (c) If, at the expiration,revocation or termination of this franchise, or of the permanent discontinuance of the use of all or a portion of its facilities,the franchisee shall,within thirty (30) days thereafter,fail or refuse to make written application for the abovementioned authority,the Director shall make the determination as to whether the facilities shall be abandoned in place or removed. The Director shall then notify the franchisee of his determination. The franchisee shall thereafter comply with the provisions of subsection(b) of section 3.44.420. (2319-10/78) 3.44.440 Abandonment "In Place" Conditions. Facilities abandoned "in place" shall be subject to the condition that if, at any time after the effective date of the abandonment,the Director determines that the facility may interfere with any public project, franchisee or its successor in interest must remove the facility at its expense when requested to do so by the City or to pay City for the cost of such removal. (2319-10/78,3889-9/10) 3.44.447 Operation After Franchise Expiration—Revocable License. If a franchise is to expire within sixty days according to the franchise terms, and a new franchise has been requested,but has not yet been granted,the franchisee may request the Mayor and City Council to issue the franchisee a written revocable license,for a renewable term not to exceed one hundred twenty(120)days from the expiration of the franchise,permitting the franchisee to continue to locate its existing facilities in or upon public property in the City during the term of the license. The Mayor and City Council may issue such a revocable license, subject to any restrictions,terms, and conditions(including compensation),without limitation,that they deem City of Huntington Beach Municipal Code Chapter 3.44 Page 14 of 16 9/15/10 373 to be in the best interests of the City. Nothing herein requires the Mayor and City Council to grant such a revocable license,nor does the issuance of such a revocable license require that the Mayor and City Council grant the franchisee a new franchise. Upon request of the franchisee,the City Clerk shall provide a revocable license application form. (3850-1/10) IV. SPECIAL PROVISIONS FOR PETROLEUM PIPELINES(3889-9/10) 3.44.450 Rights Granted. The franchisee granted a petroleum pipeline franchise shall have the right during the life thereof to transport oil, gas, gasoline,petroleum,wet gas and other hydrocarbon substances through the pipelines maintained under the franchise. If the franchisee or assignee later qualifies before the Public Utilities Commission of the State of California as a common carrier,the franchisee or assignee shall then have no right to continue to operate hereunder after the date of such qualification except with the consent of the Council, granted upon such additional terms and conditions as the Council may deem proper or as superseded by statute. Such additional terms and conditions shall be expressed by resolution. (2319-10/78,3889-9/10) 3.44.460 Materials Used. All pipelines used or to be used for the transportation of oil, gas, gasoline,petroleum,wet gas and other hydrocarbon substances shall be first class and standard material as set forth by current American Petroleum Institute pipeline specifications. (2319-10/78) 3.44.470 Approvals. On all pipelines laid pursuant to the franchise,the Director shall approve where flush-valve connections shall be placed in the line. The availability of adequate water supplies,the hydrocarbons transmitted in the line, and the location of control valves shall be considered when making such determination. Such flush-valve connections shall be installed in the manner prescribed by the Director. (2319-10/78) 3.44.480 Reports. The franchisee during the life of the franchise,within sixty(60) days after the expiration of each franchise payment period, shall: (a) File with the Director two copies of a verified report of the franchisee showing for the immediately preceding franchise period,the length of lines in streets,the internal diameter of such lines,the rate per foot per year and the total amount due the City. (3889-9/10) (b) File with the Director a report in triplicate, showing the permit number of each permit obtained for the installation of new mains during the immediately preceding franchise payment period,together with the length and size of said mains. On this report the franchisee shall show any change in franchise footage since the last franchise payment period segregating such footage as to new mains laid, old mains removed, old mains abandoned in place,and the footage of mains in territory annexed or incorporated since the last franchise payment period. (2319-10/78) (c) All payments should be mailed to the City Treasurer, City of Huntington Beach,P.O. Box 711,Huntington Beach, CA 92648-0711. (3889-9/10) 3.44.490 Payments Due. Except for pipelines lawfully maintained other than by the authority granted by the franchise,the semi-annual payments shall accrue from the respective dates of installation,whether before or after the effective date of the franchise agreement, and such payments,together with the initial construction charges, if any, shall be due and payable semi- annually. (2319-10/78,3889-9/10) 3.44.500 Cost of relocation. Franchisee shall bear the costs of removing and relocating its facilities used and maintained under this franchise if made necessary by any lawful change of grade, alignment or width of any public street,way, alley or place, or for any public project, even if franchisee's facilities are located on a private easement. If the grantee after reasonable notice, fails or refuses to relocate permanently or temporarily its facilities located in, on,upon, along, under,over, across or above any highway or to pave, surface, grade,repave,resurface or regrade City of Huntington Beach Municipal Code Chapter 3.44 Page 15 of 16 9/15/10 374 as required,pursuant to any provision of the franchise, the City or other public entity may cause the work to be done and shall keep an itemized account of the entire cost thereof, and the grant shall hold harmless the City, its officers and employees from any liability which may arise or be claimed to arise from the moving,cutting,or alteration of any of the grantee's facilities, or the turning on or off of water, oil, or other liquid, gas, or electricity. (2319-10/78,3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 16 of 16 9/15/10 375 EXHIBIT D REINSTATEMENT FEE PAYMENT SCHEDULE INITIAL BALANCE:$639,753.92 MONTHLY PAYMENT:$5,331.28 Month Payment Balance Month Payment Balance Month Payment Balance 1 $5,331.28 $634,422.64. 42 $5,331.28 $415,840.16 83 $5,331.28 $197,257.68 2 $5,331.28 $629,091.36 43 $5,331.28 $410,508.88 84 $5,331.28 $191,926.40 3 $5,331.28 $623,760.08 44 $5,331.28 $405,177.60 85 $5,331.28 $186,595.12 4 $5,331.28 $618,428.80 45 $5,331.28 $399,846.32 86 $5,331.28 $181,263.84 5 $5,331.28 $613,097.52 46 $5,331.28 $394,515.04 87 $5,331.28 $175,932.56 6 $5,331.28 $607,766.24 47 $5,331.28 $389,183.76 88 $5,331.28 $170,601.28 7 $5,331.28 $602,434.96 48 $5,331.28 $383,852.48 89 $5,331.28 $165,270.00 8 $5,331.28 $597,103.68 49 $5,331.28 $378,521.20 90 $5,331.28 $159,938.72 9 $5,331.28 $591,772.40 50 $5,331.28 $373,189.92 . 91 $5,331.28 $154,607.44 10 $5,331.28 $586,441.12 51 $5,331.28 $367,858.64 92 $5,331.28 $149,276.16 11 $5,331.28 $581,109.84 52 $5,331.28. $362,527.36. 93 $5,331.28 $143,944.88 12 $5,331.2.8 $575,778.56 53 $5,331.28 $357,196.08 94 $5,331.28 $138,613.60 13 $5,331.28 $570,447.28 54 $5,331.28 .$351,864.80: 95 $5,331.28 $133,282.32 14 $5,331.28 $565,116.00 55 $5,331.28 $346,533.52 96 $5,331.28 $127,951.04 15 $5,331.28 $559,784.72 56. $5,331.28 $341,202.24 97 $5,331.28 $122,619.76. 16 $5,331.28 $554,453.44 57 $5,331.28 $335,870.96 98 $5,331.28 $117,288.48 17 $5,331.28 $549,122.16 58 $5,331.28 . $330,539.68 99 $5,331.28 $111,957.20• 18 $5,331.28 $543,790.88 59 $5,331.28 $325,208.40 100 $5,331.28 $106,625.92 19 $5,331.28 $538,459.60 . 60 $5,331.28 $319,877.12. 101 $5,331.28 $101,294.64 20 $5,331.28 $533,128.32 61 $5,331.28 $314,545.84 102 $5,331.28 $95,963.36 21 $5,331.28 $527,797.04 62 $5,331.28 . $309,214.56. 103 $5,331.28 $90,632.08 22 $5,331.28 $522,465.76 63 $5,331.28 $303,883.28 104 $5,331.28 $85,300.80 23 $5,331.28 $517,134.48 64 $5,331.28 $298,552.00 105 $5,331.28 $79,969.52- 24 $5,331.28 $511,803.20 65 $5,331.28 $293,220.72 106 $5,331.28 $74,638.24 25 $5,331.28 $506,471.92 66 $5,331.28 $287,889.44 107 $5,331.28 $69,306.96 26 $5,331.28 $501,140.64 67 $5,331.28 $282,558.16 108 $5,331.28 $63,975.68 27 $5,331.28 $495,809.36 68 $5,331.28 $277,226.88 .109 $5,331.28 $58,644.40 28 $5,331.28 $490,478.08 69 $5,331.28 $271,895.60 110 $5,331.28 $53,313.12 29 $5,331.28 $485,146.80 70• $5,331.28 $266,564.32. 111 $5,331.28 $47,981.84 30 $5,331.28 $479,815.52 71 $5,331.28 $261,233.04 112 $5,331.28 $42,650.56 31 $5,331.28 $474,484.24 72 $5,331.28 $255,901.76. .113 $5,331.28 $37,319.28: 32 $5,331.28 $469,152.96 73 $5,331.28 $250,570.48 114 $5,331.28 $31,988.00 - 33 $5,331.28 $463,821.68 74 $5,331.28 $245,239.20: 115 $5,331.28 $26,656.72 34 $5,331.28 $458,490.40 75 $5,331.28 $239,907.92 116 $5,331.28 $21,325.44 35 $5,331.28 $453,159.12 -76 $5,331.28 $234,576.64 . 117 $5,331.28 $15,994.16. 36 $5,331.28 $447,827.84 77 $5,331.28 $229,245.36 118 $5,331.28 $10,662.88 37 $5,331.28 $442,496.56 78 $5,331.28 $223,914.08 119 $5,332.28 $5,330.60 38 $5,331.28 $437,165.28 79 $5,331.28 $218,582.80 120 $5,330.60 $0.00 39 $5,331.28 $431,834.00 80' $5,331.28 $213,251.52 40 $5,331.28 $426,502.72 81 $5,331.28 $207,920.24 41 $5,331.28 $421,171.44 82 $5,331.28 $202,588.96 Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation 376 Ord. No. 4008 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I,JOAN L. FLYNN,the duly elected,qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven;that the foregoing ordinance was read to said City Council at a Regular meeting thereof held on January 21,2014, and was again read to said City Council at a Regular meeting thereof held on February 3,2014, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. AYES: Sullivan,Hardy,Harper,Boardman, Carchio, Shaw,Katapodis NOES: None ABSENT: None ABSTAIN: None I,Joan L.Flynn,CITY CLERK of the City of Huntington Beach and ex-officio Clerk of the City Council,do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Fountain Valley Independent on February 13,2014. 00040f1In accordance with the City Charter of said City Joan L.Flynn,City Clerk Ci lerk and ex-officio erk Senior Deputy City Clerk of the City Council of the City of Huntington Beach, California 377 jorrArAor - - 41100- . inw ��c. � �_. Amendment t • Pipeline Franchise _ _ _, r. _ „ �xl �rS! reemen ie * g0: r___...„......,_..,,..,_ _ _„.......,_ ..7.....,...,.......: .... ;0 . ill, _......:,._ :...._ ....._,_..... iv ,..:.____......,.. z..„..,„,....., ...., .. ..: Cardinal Pipeline LP �yy . <kit, , - '• teee. 5 f,i 1:4,Y.1;4114. \' 0 , 1 voik., . 1�T .. . 378 Statement • The Mayor and ,City Council are being asked to approve for introduction Ordinance No. 4230 and authorize execution of an Amendment to the Pipeline Franchise Agreement with Cardinal Pipeline L.P. r� 4. 17, •� ' 'd 17;19b P 0 . 379 Financial • The City will continue to receive a Base Annual Fee which will be deposited to the. General Fund (Account Number 10000100.41230). Each annual period, this fee is adjusted by a rate of change as determined by HBMC 3.44.290. II' NTING Q 47 ►r� eoa'Po ��6-POUN11. � /# o 380 Financial • Under this agreement Cardinal Pipeline owes a Base Annual Fee of $117,024.35 + annual CPI escalation as per HBMC 3.44. The following table details the annual fee breakdown under this agreement: Pipe Size Base Rate Diameters in Per Linear ®0®��---�. Inches Foot Linear Feet Base Rate . 6 $0.895 39 425.00 35,285.38 Y G i 10 $1.485 7,409.00 11 ,002.37 ` , a a o 12 $1.787 39 584.00 70 736.61 mA" 86,418.00 117,024.35 , r�r �s A a r �` 381 Local • Staff have reviewed both State and local agencies to determine how the City's pipeline franchise base annual fee structure compares to the greater market. • We have found that the City of Huntington Beach is currently charging a higher base annual rate than all agencies reviewed . • The following table provides details ii4wriNcr O' PPPOR4/49 ': R x- • d6)%e.•,8 it reoaeA r 00 m \ 382 Local City of Huntington Beach State Public Uility03de City of Long Beach . Otyof 3aai Beach City of Carson Internal Pipe Internal Ape Diameter Base Internal Ape Diameter Base Internal Pipe Base Internal Rix Base Diameter Base Inches Rate Inches Rate Diameter Inches Rate Diameter Inches Date Inches Rate 0-4 0.59 0-4 0.088 0-4 0.232 0-4' 0.120 0-4 0.088 6 0.895 6 0.132 6 0.352 6 0.160 6 0.132 8 1.197 8. 0.176 8 0.471 8 0.220 8 0.176 10 1.485 10E • 0.220 10 0.584 10 0.250 10 0.220 12 1.787 12 0.264 12 0.703 12 0.300 12 0.264 14 2692 14 0.308 14 0.823 14 0.350 14 0.308 16 2377' 16 0.352 16 0.935 16 0.400 16 0.352 18 2.682 18 0.396 18 1.055 18 0.500 18 0.396 20 2.984 20 0.44 20 1.174 ii 20 0.550 20 0.440 22 3.272 22 0.484 22 1.287 22 0.600 _ 22 0.484 24 3.574 24 0.528 24 1.406 24 0.700 24 0.528 26 3.879 26 0.572 26 1.526 26. 0.750 26 0.572 28 4.164 28 0.616 28 1.638 28 0.800 28 0.616 30 4.469 30 0.660 30 1.758 30 0.850 30 0.660 383 Terms of A • 10-year extension. New expiration would be 2/13/2034. • Base Annual Fee: $117,024.35 + Annual CPI adjustment. • Corporate Surety Bond of $100,000 • Liability, Environmental and Workers Compensation Insurance 11 NTItir °O(JNjy G ;'. 384 Recommended • Approve for introduction Ordinance 4230 "An Ordinance of the City of Huntington Beach Amending Ordinance No. 4008 which Granted and Oil Pipeline Franchise" • Approve and authorize the Mayor and City Clerk to execute the "Amendment to Franchise Agreement between the City of Huntington Beach and Cardinal ���'��� � GOPPORAFfb'••, pC Pipeline L. P". pe •,� ;fie` Alternative c ion • Do not approve the Agreement and direct staff to draft correspondence informing Franchisee that existing pipeline must be .abandoned pursuant to HBMC and State code. • This action would result in revenue loss for the City. rl NGTQ ® '4.7 '�s CUPPORgrf6°0 c. kk a 0 e8 )7 7(10.PD I8 386 � - tea-�.£ yd/ q.. e, ..«.... ..e. �Ri c5 y` > 80 'Y H£ ., � 3.1 3s u��r y 'a s ;v,3 � ,a s a a s a Viaa r "a a 4 a'�r ,a -_",,,,,,,,,.._Questions ? ,. ,e r M „ ,a-,--,,,,,,,,,.,%.-..,„,,,,,,,,,,,4,1,,,j.\,2.! - .... . „,:.1. ,,....,...,,, ,,,,,,,,,„_ '..67tiqi'1,,'144' ,,,0'4"-<-4:4:1,,4,1,'''',''I''''' -'''''' firk"i;i5'40..11.:1i:A..t tiliT ',II,' ''''''*-: :::',." :'-i)'' - i,..,,„ O Y ' QQ; V -ram ,` 1;-' 1 , r — :i --3xs f, si . if. d2 . - � ,' ? ice; -_ ; - v It. 7 a, .a J SF�. jam,• ` -.7: .r 'e..eos '•`iy fir.+i{" q 387 2000 Main Street, Huntington Beach, CA 92648 City of Huntington Beach ITEM WITHDRAWN -v. NO ACTION TAKEN File #: 24-414 MEETING DATE: 6/18/2024 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: Bill Krill, Real Estate and Project Manager Subject: Approve for introduction Ordinance No. 4230 to authorize execution of an Amendment to the Pipeline Franchise Agreement with Cardinal Pipeline, L.P. for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances Statement of Issue: The Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. expired on February 13, 2024. The Franchise Agreement is now up for extension and a ten-year Amendment is being proposed for the operation and maintenance of the existing pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Financial Impact: The City will continue to receive a Base Annual Fee of$87,768.26 plus any adjustments by an annual rate of change based on the Consumer Price Index (CPI). For example, in 2023 the City received $126,001.25. Recommended Action: A) Approve for introduction Ordinance No. 4230, "An Ordinance of the City Council of the City of Huntington Beach Amending Ordinance No. 4008 which Granted an Oil Pipeline Franchise"; and, B) Approve and authorize the Mayor and City Clerk to execute the "Amendment to Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P." Alternative Action(s): Do not approve the recommended action and direct staff to draft correspondence informing Franchisee that existing pipeline must be abandoned pursuant to HBMC and State code. This action would result in revenue loss for the City. Analysis: NO ACTION TAKEN City of Huntington Beach Page 1 of 3 Printed on 6/12/2024 powere27*Legistar " File #: 24-414 MEETING DATE: 6/18/2024 Staff is requesting approval of an Amendment to the Franchise Agreement between the City of Huntington Beach and Cardinal Pipeline, L.P. for the operation and maintenance of an existing pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch, and 12-inch diameter pipe. Cardinal Pipeline, L.P. acquired the rights granted under the Franchise Agreement and Ordinance 4075 from Paramount Petroleum Corporation in 2015. The Agreement, which was assumed by Cardinal Pipeline, had an expiration date of February 13, 2024. During the period from January 1, 2014, through December 31, 2023, the pipeline system was held as inactive. Since the Franchisee was not fully utilizing this pipeline, they were granted a 75% discount on the Base Annual Fee. The inactive period, as allowed under the agreement, was for a maximum of 10 years. This period has now expired and the Franchisee will be obligated to pay the entire Base Annual Fee for the duration of the extension period as per the Amendment. Terms of the proposed Amendment to the Franchise Agreement include:. • Term: 10 years • Base Annual Fee: $87,768.26 +Annual CPI adjustment • Corporate Surety Bond of$100,000 • Liability, Environmental, and Workers Compensation Insurance Staff recommends approval of the Amendment to the Franchise Agreement. The Agreement provides substantial general fund revenue and ensures continued maintenance and responsibility for a vast pipeline network currently present within the City right-of-way. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Goal 1 - Economic Development, Strategy A- Develop an updated economic development strategy to ensure business retention, local investments and job growth. Attachment(s): 1. Ordinance No. 4230 2. Amendment to Franchise Agreement Between the City of Huntington Beach and Cardinal Pipeline L.P. 3. Cardinal Pipeline Performance Bond 4. Cardinal Pipeline Certificate of Insurance 5. Original Franchise Agreement 2014 City of Huntington Beach Page 2 of 3 Printed on 6/12/2024 powere27) LegistarTM File #: 24-414 MEETING DATE: 6/18/2024 6. PowerPoint Presentation City of Huntington Beach Page 3 of 3 Printed on 6/12/2024 power LegistarTu City Council/ ACTION AGENDA June 18,2024 Public Financing Authority detention of female arrestees for 647(f) PC (drunk in public) and 11550(a) HS (under the influence of a controlled substance) at the Huntington Beach Police Department Jail Recommended Action: Approve and authorize the Mayor and City Clerk to execute"Intergovernmental Service Agreement("Agreement") between the City of Huntington Beach ("City") and the City of Costa Mesa ("Agency") for detention of arrestees at the Huntington Beach Police Department Jail for the City of Costa Mesa Police Department." Approved 7-0 Public Works 6. 24-444 Approved and authorized the execution of Amendment No. 1 to Existing Cooperative Agreement with the Orange County Transportation Authority (OCTA)for the 1-405 Freeway Improvement Project Recommended Action: Approve and Authorize the Interim City Manager to execute "Amendment No. 1 to Agreement No. C-3-2654 Between Orange County Transportation Authority and City of Huntington Beach for the 1-405 Improvement Project." Approved 7-0 ADMINISTRATIVE ITEMS 24-452 NO ACTION TAKEN Direct staff to take one of the following actions: Library. Library and continue the meet and confer process with labor groups. Direct staff to return to the ORDINANCES FOR INTRODUCTION 87, 24-414 ITEM WITHDRAWN— NO ACTION TAKEN Amendment tee the Pipeline Franchise Agreement with Cardinal Pipeline _ e Page 4 of 4 City Council/ ACTION AGENDA June 18,2024 Public Financing Authority L.P. ftlr operation and maintenance of a pinelino ystem for♦he e A) Approve for introduction Ordinance No. '123 , ` ansiT xecute the "Amendment to ADJOURNMENT— 8:08 pm The next regularly scheduled meeting of the Huntington Beach City Council/Public Financing Authority is Tuesday, July 2, 2024, in the Civic Center Council Chambers, 2000 Main Street, Huntington Beach, California. INTERNET ACCESS TO CITY COUNCIL/PUBLIC FINANCING AUTHORITY AGENDA AND STAFF REPORT MATERIAL IS AVAILABLE PRIOR TO CITY COUNCIL MEETINGS AT http://www.huntingtonbeachca.gov Page 5 of 4 ORDINANCE NO. 4230 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 4008 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, on February 3, 2014, the City Council adopted Ordinance No. 4008 which granted a franchise to Paramount Petroleum Corporation to construct, operate and maintain a pipeline for the transportation of oil; and / On December 7, 2015, the City Council adopted Ordinance No. 4075, which approved the assignment of said franchise to Cardinal Pipeline, L.P.; and Cardinal Pipeline, L.P. and the City desire to extend said franchise for an additional ten (10) year period, NOW, THEREFORE, the City Counck of the City of Huntington Beach does hereby ordain as follows: SECTION 1. The franchise awarded by Ordinance No. 4008, as amended by Ordinance No. 4075, is hereby extended for an additional period of ten (10) years as contained in the "Amendment of Franchise Agreement Between the City of Huntington Beach and Cardinal Pipeline, L.P.," a copy of which is attached hereto as Exhibit"A" and incorporated by this reference i as though fully set forth erein. SECTION 2. The City Clerk shall cause this ordinance to be posted in three places designated by the/City Council within the City and to be published by title with a brief summary at ,/ least once wi Yiin fifteen days after its adoption in a daily, semi-weekly or weekly newspaper, published i the County of Orange or the City and circulated in the City, which is selected by the City Co ncil for that purpose. NO ACTION TAKEN / 24-14073/334472 279 •ORDNANCE NO. *230 PASSED AND,ADOPTED bythe City Council ofthe City of 1-inntington Beach at a regular ,riteeting therecfheld on:the day Malt* ATTEST: rtenATED Als1D APPROVE 0 City Clerk • Director 6 'Publialorks •REVIEWED AND OPROVE13:• APPROVED T RM: 0/100P 411e.r „ate City Managl,eT CJtyAttor,ney ru- 2444073/334472 2 280 AMENDMENT TO FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CARDINAL PIPELINE, L.P. THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as "City,"and CARDINAL PIPELINE,L.P., a Limited Partnershi ,hereinafter referred to as "Cardinal." WHEREAS, City and Cardinal are parties to that certain Franchise Agreement,as set forth in City Ordinances 4008 and 4075 which Franchise Agreement shall hereinafter be referred to as the"Original Agreement";and City and Cardinal wish to amend the Original Agreement to extend the term thereof by an additional ten (10)year period, NOW,THEREFORE,it is ad by City and Cardinal as follows: 1. TERM The term of the Original Agreement is extended for ten(10) additional years. The Original Agreement shall now expire on February 13,2034. 2. REAFFIITION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by and through their authorized officers on , 2024. NO ACTION TAICEN 24-14073/334471 1 281 • „., „ . tARDINALIPIRELINE,IJ., CITY0FHUNT119:GTORBEACK-a//7 1*InietatOomor4tiot„offjid$tilWCalifti of , . ,Mayor • Dy AND} liqr'711A• AOltt), , . Trititnani&Its .Dik.e4,t0rOfP0b0d1,741.01...k.a, APT REVIEWEIYAND-APPROVED; • 'lie:,Attorney:. 2. • ,• 4;4)0404.0 • • 2444611444.11 :2 • 282 a.. „,, a r.: 1 n..a : ripe.. tP a itiiii*atirtifiik011iiistiootkt4Z 1.2/4/202.1 .c.,,itwOt.K4iii0#00.134,40 • Public Works pep*** 200vMatk$Creet. Iii4011.)01.944,AotkOlgOiai • Subject. Bond4N40.000$ • -0e00,.c:00.900$0074410. . • :,10801040*„.:trovonortiit. . l• . We•am,pfeased!toendi3setheteiginate theabovecoptioneit•bonctlituet as a replacement of Arch ,. 1040400,•4,01..10.6t 13010004V1.47.3970; • *;.04kIt,t.4,04.::;likase-,040.0Age000000.0,010*.4,FekO.Sg'Ar0 InPr000e*ontloany090*: $:(1.11144100;!titNov.Mber::40,,202.1.bweitherskriingit*,r101940 release formor by issuing 41000 releaSeVOretorn.4104-**:Oworfigna.f.bon0::ittteottylcithOurewpin014Voritolp*ofottowg tailtiit*ttti",.Alitant Insurance erilicetitit4.4:5M•44.Wet*eitneti, iiite:,907;..koostot TX I7056- 7.tatiiii8Ailatt.totioailidiittolit. . I .—......--,...,— ,-,.....— ,. . ., ,.. . -i. 101.Irfam.Ayalai Crimson Mi4tre.Om LL000.0•MainStitietiliae.600„jiiirik4:0020$ .0 illaViii0dittistiti*ditii: .. . ' 1 MOgaii 14100kA0.0 Insurance Company, N HA**. .ite.ittOki0,400.$i IX 4itaban0H-archinsutantorfr 84WirtiSt**:.*iltAnd,thent:legOcCinOmPletO:Otdet. ft,40.0. 51.1041.480.*0.40.4.Aq;40.01.400.40t c.o.'n0i'ottilit.ea$:0 do nOtilesto.W4140.044010.1101,0000041).**,: - 1 410.00.40.4 . . _-, ',•mitia,m.Ayato 011.00i.4440014.0 . . , .0,i00.00 . v99:.11,,i11!,,,....cr.4c, viz. 6.60 tiktfourviet.ite*iisoise,riet 283 . • : c .ardinai. ,• .,Pipe P kowifortoctitoottoot000ilu 11/8/ 021 .10.01/.07t1Oirrcs.:4'TartrliAatt8on :Agoaotio*tort ;SeS1040*, ogweithoittiorwtk000. 4.00.00k*./.10$6 044107:40.* Eztabrustntattgent0Alliatitcotit BOND ReEEASt AS:of 00#00#01722,1.2023,the;ti ndersignedby these presents,400Inf:itoit.400 its successors asi(onti,.unconditionaltyteleatesi and discharges Arch insurance tinntaint'of andfrOnialt causes Of action and?alli*t and present,etainit moteliability now or hereinafter arising under Bond No :,$01.00.70 401.h.0,4m.00ttit.000)300:0101ioaftit QV of Huntington Beach Thi$,talaaiashait:0004: Ififtbdtid1006.;•.6.0114,000.10:004401010:at.040i(00.44.00.ntAt#0iVrOSOXIO:MPant.4000ridds.11ordt 1**ttne#00teattl*undersignedhaa caused these presents to itaddlyanthOd;ed , ,0000P-Cfle • •AaYlii• t • City BOO #40p,$'40..ks0004rfrnent $00Maid Street ,04001.&10 Beach CA • . , (Sigrature), • ,• . . mootoolitot.tvpe ot#14. , cride , . . • . . Phone 4.9004f.*0;04,*te,6tio Irvine,C 92614 • • riot:p*riteb*#4klyiriv-pitiffiTlyGdstreOnt ecitql • 284 *00.108*(010$.0000.8„:400.****OOP*00100x0.04#04.1#0.9*::f0tOtitv*iftlk4023* PerformanceRoto BOND*014.000.029..,, t00010,1.0.001, _ KNOW ALL MEN BY That 44.ELCARD1NIAL PIPELINE'LEktOtiPiiiiiiipakand Indemnity National Insurance Company ,,;*0,00011,00,40k100011$*.7*;*lottoeth*iii3W*Otthetidetf MS 001*.ithatigeertodobtsioeiwiothe State of California,as Surety,are held and firmly bound unto CITY OF HUNTINGTON BEACH,as Obilgee,In the penal sum or 064.14iindtedThOulindandOW400:.0100::1100,01Dolhirlifitit:thit,00finontof*tiit:Wiiitt hereby bititOu034fek liuihiiirsi,..executaiw.iiiidadittinishatbi;10intir andseiletallyjitaily,WtheS!iiOttieINHEREAS4hEiPillidliat has entered into a iiiitain*tittiiiitontitialWitkititil3b1146idetdibeit Oriinithliut Agreement ..,farthiveniitruci#00,0p00100*and maintenance:ofa pipeline eyibeit fortbetrairsodititiOn.Of iikgesieikether, .1 contracthydrocarbon substances befebilt*fig**1-telitit ati-ttitt and . . • hithtt**WoieXtent*t if copied at herein. NOW,THEREFORE,INgtONOttiONS,OF ThIS OBLIGATION AlE SUCH,that if the Principal shall faithfully perform all duties Of**P.004**00000.0t41.01011,%'00***000CalithtiOnisthOP:this,001406600111..09Afoittir:',OtheOrkelt0 115#10.14#101th**.loo*fri4 PROytogo.:.HowevgkitiOk 1. :000#4:004.1*00period commencingort."....w. Ilf2Z2023' .,and' „endingitt10/2024, 'UntOra s released by the Obligee prior thereto. However,the term of thWbonciyikatitorti4iticaliyfenew;kir additional 003;yeart1000c0)Viletisi.ittebcinittasbelinleteasit the Obligee. beet Meet be „., by . instituted before 10imOntfikt*the dateart which final PaiaiteOt tat due 2. et_ pot cancellation''1*:thre'r44fe: nor ure thePrirclPkg 1.0 provide Obligee — replacement b1300*'..$00•004...414**000t under • 3. In the event the Principal shall be4wiliowcElly„,itigt;Obligeoltibe twiteriottuniferthwtoniiaci,;•the,Obirgee shall provide the Surety with 0'10itekatat0000t 40100.f904#10'04#041*factiiiiit said default no later than thOy:(30),:4-4*i:j...ftn,r,to*dato,,o.saitt default,which notice 0.iit 1*,:t0.0.0:thk*tett 4iMtif0.1:000.001.)10010 address te0'.,1k provision0** 4. The Surety will ave the right and opportunity,at 4.001*.k000401**t01.4.440,4#.00;440010 the orotook 04yoititootwootaltiitetof the 0:0000e0d t0100:001.140010:09 sufficient to pay the'cost Of 00m1.$064010.03,:**balance if Ihtii.(0*01O1Pik*uOtOart,amount nottoexceeiti the penal :ity,o0:*:.-e*..000:4$0,14*/00faigetoe.tiress,pen.a.01.00;liquidated 0404004.,Or Iaiteltureit assessed ag*ihitifiWPiitudiOIL. 5. The tibili000ccoptancit ofthfs.bond 404 reliance upon itas2secuitticonsithLop." acknowledgement and • • . . #goiremotitatitti;t4.6;teri*tiodiat*.h10kt*offetelt and Issued.1111tq40ret% 6. ,A1U-0011004i deli#0#0*!0110*1*.0.0.ditifei**51A04,:rteSilectlolOtttiorfit shalt.00.in14,titing:..an441$40*40.4;t0: Indemnity National Insurance Company,238 Bedfont Way.Franklin, TN 37064 • 510.1ed#114.000410:01E22044*Of • CARDINAL PIPELINE..LP. • 04000 National . • " — , Sandra PiOkeiv:AitOttWy4Fitiif .„.. , . . (hiame•tilite), 285 PRINCIPAIMACKNOWLEDGMENT County cif. . ) On ,beforeme ,.., ,... , personally appeared ., ' own to awl),bethepetseth.who executed the within:instrument as. ',." ;tit behalf of the . 1- ., 1 and'ac01.04:0004 0 ItSithpt.Said' i .ttOrpOroti ekedged:thelatne.: MY'Commission E*Pirat ;20. WITNESS my hand and: -. :.' .ea,‘ ,.. Signature, .-'• . (Seal) ... „, SOltErif2 4 ACICI4OWLEDGEMENT .., State of . Texas- County of 'Harris: 1 On -1 1r22/2023 ..:before me Tantils,.Mattson personally appOred Sandra Parkee knovinActintacta,be:the person who 1 i eXtat,U.,te-dj,iti*Akiithininsitument as Attorney-in-Fact at behalf of the, tinderneiwka:tiortett: Insurance Company i.... .. ,.arid adiinOvittedgecf.td,Meri that-sld .1 corporation executed the same.,' MY Commission Expires February 11* :20,g4- , - . WITNESS MY hand and . I seal. . .,- _.,,,... .. . . signs . °- ,. :.• •, ', .41,- ,:ranitiii NIaltson '", 4., -)- f..:MiCaMiThisfan tirikre3 Tannis Mattson,Notary'.POlic. , - - - -,,.' •,' '-';',-' ' . '- ,...- -, ' 286 CALIFORNIA • Pf✓ ACKNOWLEDGMENT CIVIL CODE§1189 41.twi-' t4,4%F'S•;v!.J:�li .4'T`\.> .�%'v�•;u;-:;<?:;i�''�-.", :'�%,'. ���:fit""sT.°'A"t:=i-?ifY!' i!;;%Si::y 'G' '.T;'.:.••L`'.;5. :$S.:g.•..!C:ti.fi:CS�".CFe�: i•�°,a�j$!:u':� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of ORANGE On DECEMBER 7. 2Q23 before me, ANGIE ILLESCAS, A NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared MANDY KROETSCH Name(#)of Signer(, who proved to me on the basis of satisfactoryevidence to be the persan01)whose name(1)is/atesubscribed to the within instrument and acknowledged to me that*eishe/they executed the same in lher/their authorized capacity(les);and that by his/her/their signature(on the instrument the person(),or the entity upon behalf of which the person(?)acted,executed the instrument. I certify under PENALTY OF PERJURY under the -ANC- IE 1LLESCAS t laws of the State of California that the foregoing COMM, 62416221 z g Notary Public•California c paragraph is true and correct. Las Angeles County I • frgr Comm, 3Ires Oct.8,2026 f WITNESS my hand and official seal. Signatureped04/„.)/'Place Notary Seal and/or Stamp Above ature of Notary Public NOTARY PUBLIC-CALIFORNIA LOS ANGELES COUNTY COMM.#2416221 MY COMM. EXPIRES OCT.8,2026 r � • 02019 National Notary Association • 287 IntiOititi;Htti:',..:,.,Nottoni0 litstitima:Otniting „.„ :,....,Cornyany _ ... ,.., zlCif#4fOnt Way Franklin TN • .....: Power Attorney4f . ... , .. •:KNow.YAtvPg4401WAYPIE'4gFRASENT4i.thOtf**000'11aiiiiiiiitios***Oompant,,A-004:10pot.cotoonitiek rn (hereinafter the :00*1***47004gowand:vsiott ,!sittidia.patiori.Stacy KIllebrawi MegatfSivlayi:„ - -- - "'. .-PutolitatilHaddleilii,thictildliAtiiiiirei,:Tatirilt:itigittater"E. .''...-: .‘ :' ' ''-,iiir;Aubiiiiliatininateitriiiel,inc. .. lit be itsimeandlawiit Atioinei#4isEOctwith:fultiuiiiiiiinit iii4OiWhi*Otiit;.-itijtifthjtdAOAovkei*oiit*oot:.eo*it*wiajfsurety .! bo:04.4iie.4iideitokii*S44d other 40,00***(0t*iiilliktfiAti*****ti***.0.010*Ori0-100kes:.*VI...tk*P0..t.M40.c.4".q*`c#:egd'...'. ...;.0i.,reiritiAitiiiiAilirtiiitt6ilaiesttAglitiolititt,Aidti #*.,fol;s)...00hi itaitibtiticifiediriviiii -. iho,oliko...*r011y'iii,ids..iii..th&same the same were signed Ili2tha:duly authorized:officers of the Company. 1 .1 .11kciiittaiiiitinenfticiriade-iin4ot a*Lit*itiitedP*Oiant*Ottatir authority tif tat-:f.01(0,fingltifino*:Of§0001.141013•14kfor by • Written 040400'901***10Pi000**1.110k4,00*in refoo;gtdo4.5p , Airatioitiiiiott•w Appoint Attomos4iitkittlifittaitist otfidittrak Signatures and Facsimile tali 0i:the-sawn,or imilikiiaiinidtt. .... , • • _• •. . RESOLVED: litiiktheill*.b.i0i9ta**107.104114.t*It 4#001it# #0'*10.041:0$00.ts*ith authority,a.**teri..,definedlimited..iti.. the ...**thnot 00100000hooppooll***etiah:**fiir*it on behalfofthitoxoptot 0,cocLN.titeviiideliirerantififf*tbesebtortht Company to bonds and minted obligatory certificates and docurnents and any one afraid officers moyonoi#410if such iittoiritiii;kiito At #401**14****OrY00****.li..iii4SYtf..**040:,30:0k#0.0*:***or,.****AitliOliterOP000040te,000/neiR480j*t 1400', RESOLVED: That any bonds and related obligatory 0100000.**4,. 4004#7#40;1***114.,:***thoicotiofr*:c40#.40i, IP: .*4104/01:00:*the Pt.-•.#4,041k,..0:#0$eYjr41*(004..;0#4•4410004,w.4104'•cPMPITgq14.471t. '.01,i/".. Yihgtt'd*i-**.4iit4*att*t*td:*jtkthOcaAil*Y:*4*.1.**0'.5**kid***4.tr*tiott48#4..ifut*t!;x4*andwithin:14d .. . . Iiiiiiti4OjititikiWeoideitoititlYA0,00f000/15040.1*0*0*00444,.***peOAPtOle00**001040014,f...;:*01.44 f0**0:4#00:0044'.0004004theic4ii*.40teri#Vitiih4th7osiontaliebindin4UPOOttCOMPIlitY., . . . ,„ . . RESOLVED:.:Mkt: ljikSit000k440Y., .authorized****00-*co*ottO*004.44ttnar tie.afrateLt to:0Y***ki(iittoPI*S+:::;.,.0e, *01440.1**01,0#14 ;*o.i eirc014o4*4400060.t***00iand related obligatory 4000M011540thifC*imn0 i4so4ti*initiat.Apit.:sciicjiiongoxvieifihiltfoOtt 41amkfoi*iii4 effect as . ... . . , IN WITNESS itokt04*(440:0*-.*04*14000400.1144!***400.400.*...0.0i.-..0e:0000 400 V0.000#*,:04.41**.01001#40.40" )thionni0,Natf0n4(,IOgurofic*Oifipin *ai'be*4.4ri.itt:*eOiO71:.*t.OAt.*:*'n.;*kY:*g0*4*y*P*ii.*.4:;P.Pi . . :.. .... ., ... •- ..--.. 1040101*1`401611,4*****g00.140t . , .,.. . ,... . . .. , . „ . '-, SEAL •-• , . ,• .. . . ., . - . . . is :.• : .0.0 • ' . . , ,. . 74.000*f;Aki#.4Pii4i4i# State KO*00;.10 County of On this 20th 44,14**10144 70.2tv;4400 ". -i.:44}‘•1*li)*:?0*t:4040tilk.Y.einti Thainit..E ElkitisIla:Ine:'knOw4;,.**SknOW104$0ith.O he is President of Indemnity National Insurance Company;that ha knows the seal of said corporation:and that be i*Outi*tt00:4‘0*?4**f.of Attorney W.'litfixed',***00404001:0f104.00.14,34,40:60410001100";.C.,0**Iiiietetp with th0.04000244***Iireaft**iii404fRaiiiiii, ,- ,.:....., . . , „,, • . ., . , .. .. .. , ,. By . .4 • ,. ..:. _.. :-: -' . , oasmis, .. .NcititytitilW . ..: . Wait My 41405404:04*.TS',09** egittit#0417t, ihiti4110$1101.1iefatiMiS400.' . 1,l#M04' H8. art,Secretary of 104000WN0004,4****CospiOiy.*:14eithkfti0.0#11***00)4iwkovet,brAiton*4i4Ott in not***and ioxi,.444.:41,th,crcostik..too:.Th*.miiiiti*oQs0004,Actions Taken by Written Consent of the Board of Directors are now in full force and effect. ..44tto.... sotww:00040t1,,.,40sobscilbed my name and!,,,„,..,,..„ H.4, seal said Company. 004. ih,,i ..,:..2,21td,,,,.,.,.:,4i.,.0ii. .kaivesTibor, 10,-Lt. • •,,... ..... .... ...... , ..,.. _ ,.. .,..., . . ., .- .0• ,- ... ,, , ,.. . ,. .. . .. -40°!. *:.-• . . . . . . . .,. . .-• SEAL i,- ',. ', )00" •••.. -' -'''''' E.ItosiiSeentialy . . : .„ .. .. , .. • , .. , .. ... .- ' . - .. ........,.fr.t • . . . . ,...- 288 . , /C .1(-4 A ti` 6 CERTIFICATE OF LIABILITY INSURANCE DAT (INAMO 024 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(lea)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 18 WAIVED,subject to the torms and condillons of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), ~PRODUCER c0prACT Alliant Insurance Services Houston,L1.0 NAQEE Erick Lopez 1330 Post Oak Blvd. INC. i.a,0: I M.Nast Suite 300 ADoaese: Edck.Lope20Alllant.com Houston TX 77056 INSURER(SI AFFORDING COVERAGE HALO a Licenaet 0c36061 Macon Ar Arch Insurance Company 11150 INSURED CRIMMID•01 INSURER B:Lloyd's of London 0 Cardinal Pipeline L.P. INSURER C: 1900 Main Street,Suite 600 Irvine CA 92614 INSURERD: INSURER E: INSURER PI COVERAGES CERTIFICATE NUMBER:91670726 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILN R TYPE OP INSURANCE ADDLSUBR pp0�!CyyEFR POLICYE%P T INSo VNo POLICY puma (NIAIIDDIYYYYI (MMDDNYYYI LIMITS B X COMMERCIAL GENERAAL-LIADILITY Y Y EN0043323 11/1/2023 111112024 EACH OCCURRENCEDAMA •31,000,000 CLAIMS•M11DE 1 I OCCUR PREMISES Ma ocewrbeneel $100,000 MED EXP(Any one poreon) $10,000 PERSONAL BADVINJURY 31,000,000 GENT.AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 ^ {POLICY 121 j C D LOC PRODUCTS-COMP/OP AGO $2,000,000 _ I OTHER: $ A AUTOMOBILE LIABILITY Y V SICA86008603 11/1/2023 11/1/2024 (COMB D181NOLELV,lIT $1,000,000 X ANY AUTO BODILY INJURY(Par person) $ — AWED SCHEDULEDp �pgq BODILY INJURY(Pet acddent) $ HIRRED ONLY — NON•OWNED PROPERTYDAMAGE AUTOS ONLY ,— AUTOS ONLY (Par occident' $ $ a X UMBRELLALIAB I X l OCCUR Y Y EN0043423 11/1/2023 11/1/2024 EACH OCCURRENCE S 5.000,000 EXCESS UAB 11 CLAIMS•MADE AGGREGATE $ • DEC I I RETEN110N$ pR • S A WORKERS COMPENSATION Y 01WCI6000404 11/1/2023 11/1/2024 X I STATUTE I 1(R- AND EMPLOYERS'LIABILITY ANYPROPRIE_TORiPARTNERIEXECUTIVE YI j N lA E L EACHACCIDENY S 1,000,000 OPMCERIMEMBEREXCLUOED? �i (Mend:doryln NH) EL DISEASE•EAEMPI.OYEE S 1,000,000 Ilflyyeeee,,dosufbe under ' DESCRfPTION OF OPERATIQN9 below EL DISEASE•POLICY LIMIT 31,000,000 B PoTul on Llab. EN0043423 111112023 11/112024 AIg milt 0,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS(VEHICLES(ACORD 101,Addlllonal Remarks Schedule,may be:Malted If more apace Ierequired) APPROVED AS TO FORTIO By: - MICHAEL E. GATES CITY ATTORNEY See Attached... CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 (321-44;;L.— ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2010/03) The ACORD name and logo are registered marks of ACORD 289 • AGENCY CUSTOMER ID:CRIMMID-01 ��----�� LOC II: c�Rv® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Aillant insurance Services Houston,LLC Cardinal Pipeline L.P. 1900 Main Street,Suite 800 poUCY NUMBER Irvine CA 92614 • CARRIER MAIO CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM iS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE 2nd Layer Excess Liability Excluding Pollution Policy No.EN0043623 Policy Term:11/1/2023—11/1/2024 insurer.Underwriters at Lloyd's Limit:$20MM xs$5MM Each Occurrence 2nd Layer Excess Liability including Pollution Policy No,:EN0043523 Policy Term:11/1/2023—11/1/2024 Insurer:Mosaic S ndicate Limit:$20MM xs SSMM Each Occurrence Gradual&Difference In Conditions Pollution Policy No,ISPILLSE93S7003 Policy Term:11/1/2023—11/1/2024 Limit:insurer: Each Occurren Insurance Company Gradual&Difference In Conditions Pollution Policy No.IEELPLLB93TG003 Policy Term:11/1/2023-11/1/2024 insurer:imnehore Specialty Insurance Company Limit:$24MM xs MIA Each Occurrence The City of Huntington Beach,Its officers,elected or appointed officials,employees agents and volunteers are included as Additional insured In accordance with the policy provisions of the General Liability,Automobile Liability and Excess Liability policies.General Liability policy evidenced herein Is Primary and Non-Contributory to other insurance available to an Additional Insured,but only in accordance with the policy's provisions. ACORD 101 (2000101) *2000 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 290 POLICY NUMBER: B0831 EN0043323 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional insured Person(s) Or Organizations) Location(s)Of Covered Operations The City of Huntingdon Beach, As per schedules held on file in the offices Its officers, elected or appointed officials, of Ardonagh Specialty Limited t/a Price employees, agents and volunteers. Forbes& Partners Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured Is amended to B. With respect to the Insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for"bodily injury", "property This insurance does not apply to"bodily injury"or damage" or "personal and advertising injury" "property damage"occurring after: caused,in whole or in part, by: 1. Your acts or omissions;or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs)to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been completed;or designated above. However: 2. That portion of "your work" out of which the 1, The insurance afforded to such additional interury dr damagebyarises has or been put to its insured only applies to the extent permitted byintended use any person or organizationtrc other than another contractor or subcontractor law;and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 4 z • CG 2010 0413 ©Insurance Services Office,Inc.,2012 Page 1 of 2 291 • • C. With respect to the Insurance afforded to these 2. Available under the applicable Limits of additional Insureds, the following is added to Insurance shown in the Declarations; • Section III—Limits Of Insurance: whichever Is less. If coverage provided to the additional insured is This endorsement shall not Increase the required by a contract or agreement, the most we applicable Limits of Insurance shown In the will pay on behalf of the additional insured Is the Declarations. amount of insurance: 1. Required by the contract or agreement;or • �1 N Z Page 2 of 2 ©Insurance Services Office,Inc.,2012 CO 2010 0413 292 1 1 1 POLICY NUMBER: B0831 EN0043323 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART • SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations The City of Huntingdon Beach, As per schedules held on file in the offices its officers, elected or appointed officials, of Ardonagh Specialty Limited t/a Price employees, agents and volunteers. Forbes& Partners Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the Insurance afforded to these include as an additional Insured the person(s)or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused,in whole or in part,by • required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional Insured is the described in the Schedule of this endorsement amount of Insurance: performed for that additional Insured and included in the "products-completed operations 1. Required by the contract or agreement;or hazard", 2. Available under the applicabte Limits of However: Insurance shown In the Declarations; 1. The Insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law;and Limits of Insurance shown in the Declarations, 2. If coverage provided to the additional Insured is required by a contract or agreement, the insurance afforded to such additional Insured will not be broader than that which you are / / required by the contract or agreement to Aprovide for such additional Insured. />. 24 CG 20 37 0413 ©insurance Services Office,Inc.,2012 Page 1 of 1 293 Bishopsgate 831 MARKET REFORM CONTRACT BIB SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS hem 4 Other Insurance a.Primary Insurance Is subject to the PRIMARY INSURANCE ENDORSEMENT as follows:- It is agreed that where the Insured Is named as an additional Insured on the policy(Les)of others,this policy shall only apply In excess of and shall not be contributory with other said policy(Ies). Notwithstanding the above or any other clauses contained within this policy It Is agreed where required by written contract this policy shall be primary and non-contributory to any other valid and collectable Insurance. All other terms,clauses and conditions remain unaltered. CORENERGY INFRASTRUCTURE TRUST UMR:B0831EN0043323 Page 13 Author Checker if placed vier F' i thisbox will not bH J.Wad p.Hutton awn csgau sirirre<'! 94 Bishopsgate 831 MARKET REFORM CONTRACT BIB ADDITIONAL INSURED CGU 13 0 T The following amendments to the wording are effected: 1. the first sentence of Insuring Agreement a.Is deleted and replaced by the following: a.We will pay those sums that the Insured and any"additional insured"as far as applicable becomes legally obligated to pay as damages because of"bodily Injury"or"property damage"to which this insurance applies, 2. The following Is Incorporated In the DEFINITIONS; "additional insured"means any person or entity to whom the"Insured"Is obliged by an"Insured contract" entered Into before any relevant"occurrence"to provide Insurance such as is afforded by this Insurance with respect to"bodily injury"or"property damage"arising out of operations conducted by the"Insured" but only to the extent required by any indemnity given by the"insured"In said"Insured contract"to the "additional Insured", 3. The following Is Included In the DEFINITIONS; "Third party"means any company,entity,or person other than an"Insured"or other than a subsidiary, owned or controlled company or entity of an"Insured".Notwithstanding Section II,2.a„your"employees", other than either your"executive officers"(If you are an organization other than a partnership,joint venture or limited liability company)or your managers(if you are a limited liability company)shall be treated as a"third party". All other terms,clauses and conditions remain unaltered. (CGU 13 0 T) CORENERGY INFRASTRUCTURE TRUST UMR:R0831EN0043323 Pep 24 Author Checker 11 placed via 1•�will box v�ll aol!not bo J.WedP.Burloo caste NC IH Dl signed 195 IMsh®psgate 831 MARKET REFORM CONTRACT BIB WAIVER OF SUBROGATION ENDORSEMENT We agree to waive our rights of subrogation against any principal where waiver Is required by written contract but only In respect of liability far Bodily Injury and/or Property Damage arising out of operations performed by you and only to the extent required under said written contract. All other terms,clauses and conditions remain unaltered. (CGU 12L) CORENERGY INFRASTRUCTURE TRUST UMR:R0831E1 0043323 Page 26 Author Checker it placed via ,,11/ PP!.(his box will �yJy� t!t►ni Go J.Word M,lhWon o+rr»4ax«ao» signed 296 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY EARLIER NOTICE OF CANCELLATION PROVIDED BY US ENDORSEMENT This endorsement changes the policy to which It is attached effective on the Inception date of the policy unless a different date Is Indicated below, (The following"attached clause"Is to be completed only when this endorsement is Issued subsequent to prepara- tion of the policy.) This endorsement,effective on 11/01/2023 at 12:01 A.M.standard time,forms a part ' ofPolloy No.81WCI5008404 of the Insurance Company Issued to CRIMSON MIDSTREAM OPERATING, LLC (Named Insured) Authorized Representative For any statutorily permitted reason other than nonpayment of premium,the number of days required for notice of cancellation,as provided In paragraph 2.of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown In the Schedule be- low. All the terms and conditions of the Policy which are not Inconsistent with this endorsement continue to apply. SCHEDULE Number of Days'Notice: 60 • 00 WC004 00 11 03 Page l of 1 297 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed.6-14) POLICY NUM13ER:81wcx5008 904 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the Insurance provided by the policy because Texas is shown In Item 3,A,of the information Page. We have the right to recover our payments from anyone liable for an Injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule,but this waiver applies only with respect to bodily Injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement Is shown in the Schedule. Schedule 1. (0)Specific Waiver Name of person or organization al) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: • 3, Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described, 4. Advance Premium: INCLUDED This endorsement changes the policy to which it is attached and Is effective on the date Issued unless otherwise stated. (The information below Is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/01/2023 Policy No.81WCt5008404 Endorsement No, insured CRIMSON MIDSTREAM OPERATING, LLC, Premium INCL. Insurance Company ARCH INSURANCE COMPANY DATE OF ISSUE: Countersigned By WC420304B (Ed.6-14) ©Copyright 2014 National Councii on Compensation Insurance,ino,All Rights Reserved, 298 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed,4-84) POLICY NUMBER: 81WCI5008409 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an Injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or Indirectly to benefit anyone not named In the Schedule. Schedule .ANY PERSON OR ORGANIZATION WHERE WAIVER OW OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS This endorsement changes the policy to which it Is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/01/2023 Policy No.81WC15008404 Endorsement No. Insured CRIMSON MIDSTREAM OPERATING, LLC Premium INCL. Insurance Company ARCH INSURANCE COMPANY DATE OF ISSUE: Countersigned By WC000313 (Ed,4-84) 0)1983 National Counell on Compensation Insurance. 299 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies Insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Number of Days' Notice 60 (If no entry appears above, Information required to complete this Schedule will be shown In the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided In paragraph 2, of either the CANCELLATION Common Policy Condition or as amended by applicable slate cancellation endorsement, Is Increased to the number of days shown In the Schedule above. All other terms and conditions of this Policy remain unchanged. Endorsement Number: Policy Number: 81CAB50 08 603 Named insured: CRIMSON MIDSTEAM OPERATING, LLC This endorsement Is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 11/01/20 23 00 CA0039 00 10 13 Page 1 of 1 300 POLICY NUMBER:8 1CAB50 08 603 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies Insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is Indicated below. Named Insured: CRIMSON MIDSTREAM OPERATING, LLC Endorsement Effective Date: 11/01/2023 SCHEDULE Name(s) Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZAION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMXTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE LOSS. Information required to complete this Schedule, If not shown above,will be shown In the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown In the Schedule, but only to the extent that subrogation Is waived prior to the "accident" or the 'loss" under a contract with that person or organization. • CA 04 44 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 301 • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BLANKET This endorsement modifies Insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Under Covered Autos Liability Coverage, the Who Is An Insured provision Is amended to Include as an "Insured" the person or organization who Is required under a written contract to be Included as an "insured"under this policy, but only with respect to their legal liability for your acts or omissions or the act or omissions of a person for whom Covered Autos Liability Coverage Is afforded under this policy. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 81CAB5 00 8 603 Named insured: CRIMSON MIDSTREAM OPERATING, LLC This endorsement Is effective on the Inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 11/01/2 023 00 CA0115 00 10 13 Page 1 of 1 302 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTING INSURANCE ENDORSEMENT DESIGNATED CONTRACT(S) This endorsement modifies insurance provided under the following; BUSINESS AUTO COVERAGE FORM • GARAGE COVERAGE FORM SCHEDULE Designated Contract(s): ALL PARTIES WHERE REQUIRED IN A WRITTEN CONTRACT With respect to the contract(s) designated in the Schedule above, It Is agreed that the following subparagraph e. is added to SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B. 5. and SECTION V—GARAGE CONDITIONS,Paragraph B.5. 5. Other Insurance e. With respect to SECTION II - LIABILITY.COVERAGE, where you are specifically required by a written contract designated In the Schedule above to provide Insurance that Is primary and non-contributory, and the written contract designated in the Schedule above so requiring is executed by you before any"accident", this insurance will be primary and the other Insurance will not contribute with this insurance, but only to the extent required by that written contract. All other terms and conditions of this Policy remain unchanged. Endorsement Number: This endorsement Is effective on the Inception date of this policy unless otherwise stated herein. (The information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Policy Number: 81CAB50086023 Named Insured:CRIMSON MIDSTREAM OPERATING, LLC Endorsement Effective Date: 11/01/2 0 2 3 00 CA01 16 00 04 10 Page 1 of 1 303 • Bishopsgate 831 MARKET REFORM CONTRACT BIB il. CONDITIONS This Policy Is subject to the following conditions; 1. APPEALS • In the event the "Insured" elects not to appeal a judgement which may, In whole or In part, Involve indemnity under this Policy, Underwriters may, following discussion with the"Insured", elect to make such appeal at their own cost and expense and shall pay for the taxable costs and disbursements and • any additional interest Incidental to such appeal;but in no event shall Underwriters'share of°Ultimate Net Loss"exceed the relevant Limits of Liability set out in item 4 of the Declarations plus such costs, expenses,disbursements and Interest. 2. ASSIGNMENT Assignment of Interest under this Policy shall not bind,Underwriters unless and until their written agreement thereto is secured. 3. CANCELLATION Cancellation of this Policy may be effected either (a) by the"Insured",or (b) by Underwriters or their representatives. The"Insured"may cancel this Polley by mailing or delivering advance written notice to Underwriters or their representatives stating when the cancellation is to take effect, if Underwriters cancel the Policy because of non-payment of premium, they or their representatives must mail or deliver to the"Insured"not less than fifteen(15)days advance written notice stating when the cancellation Is to take effect. If Underwriters cancel for any other reason, they or their representatives must mall or deliver to the"Insured° not less than ninety(90)days advance written notice stating when the cancellation Is to take effect. Mailing of notice by Underwriters or their representatives to the insured" at the mailing address shown In Item 1 of the Declarations will be sufficient to prove notice. The Policy Period will end on the day and hour stated in the cancellation notice. If Underwriters cancel the Policy,final premium will be calculated pro rata based on the time that this Policy was In force. If the"Insured"cancels the Policy,final premium will be more than pro rata;It will be based on the time this Policy was in force and increased by Underwriters'short rate cancellation table and procedure. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even If no refund has been made or offered to the "insured". Underwriters'cheque,or their representative's cheque,mailed or delivered,shall be sufficient tender of any refund due to the insured". The first named"Insured"in Item 1 of the Declarations shall act on behalf of all other"insureds"with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under the Policy, Any of these provisions that conflicts with a law that controls the cancellation of the insurance to which this Policy applies is changed by this statement to comply with the law. CORENERGY INFRASTRUCTURE TRUST SlipLeader UMRr 130831EN0043423 Page 10 Author Checker if placaci trio PM This box te? i will not be sigma P.Dalton au aows�.»n. �304 • Bishopsgate 831 MARKET REFORM CONTRACT BIB 21. for any"Claim"not covered by the underlying Insurance(s) listed In item 2 of the Declarations other than such insurance(s)that are self insured to the extent referred to in insuring Agreement 3. This exclusion will not apply to the extent that such "Claim" would have been covered except for the reduction or exhaustion of an aggregate limit shown In item 2 of the Declarations by payment of "Claim(s)"for"Occurrence(s)"which are also covered by this Policy. Nothing contained in the above Exclusions shall extend this Policy to cover any liability which would not have been covered had these Exclusions not been incorporated herein. IV. DEFINITIONS 1. ADDITIONAL INSURED • The words"Additional Insured",wherever used In this Policy,shall mean any person or entity to whom the"Insured"is obliged by an"Insured Contract°entered into before any relevant"Occurrence"and/or °Claim" to provide Insurance such as is afforded by this Policy with respect to "Bodily injury" or "Property Damage"arising out of operations conducted by the"Insured"but only to the extent required by any indemnity given by the"Insured°In said"Insured Contract"to the"Additional Insured". 2. ADVERTISING INJURY The words"Advertising Injury",wherever used in this Policy,shall mean Injury to a"Third Party"arising out of the`insured's"advertising activities,but only If such injury arises out of: (a) oral or written publication of material that slanders or libels a person or organisation or disparages a person's or organisation's goods,products or services; (b) oral or written publication of material that violates a person's right to privacy; (c) misappropriation of advertising Ideas or style of doing business;or, (d) Infringement of copyright,title or slogan. 3. AIRCRAFT LIABILITY The words "Aircraft Liability", wherever used In this Policy, shall mean liability arising out of the maintenance,operation or use of an aircraft,aeroplane or helicopter which is designed to fly in the air or atmosphere. 4. AUTOMOBILE The words"Automobile,"wherever used In this Policy,shall mean a land motor vehicle,trailer or semi- trailer designed for travel on public roads,including any attached machinery or equipment,but the word "Automobile"shall not include the contents of such vehicle,trailer or semi-trailer. 5. AUTOMOBILE LIABILITY The words "Automobile Liability,"wherever used In this Policy, shall mean liability arising out of the maintenance,operation or use of any"Automobile". CORENERGY INFRASTRUCTURE TRUST UMR:50831EN0043423 Slip Leader: Page 10 Author Checker If piacarr via P Il bR wNr not 'yam' not be J.Weal P. a, ,Ruston r,e"mwxu Sig,)Brl 305 Bishopsgate 831 MARKET REFORM CONTRACT BIB COMMON POLICY CONDITIONS All Coverage Parts included In this policy are subject to the following conditions. A,CANCELLATION 1.The first Named insured shown In the Risk Details may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for non-payment of premium;or b.60 days before the effective date of cancellation If we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation.The policy period will end on that date. 6. If this policy Is cancelled,we will send the first Named insured any premium refund due,if we cancel, the refund will be pro rata, If the first Named insured cancels,the refund may be less than pro rata.The cancellation will be effective even If we have not made or offered a refund. 6,if notice is mailed,proof of mailing will be sufficient proof of notice. B.CHANGES This policy contains all the agreements between you and us concerning the insurance offered.The first Named Insured shown In the Declarations is authorised to make changes in the terms of this policy with our consent.This policy's terms can be amended or waived only by endorsement Issued by us and made part of this policy. C.EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this policy at any time during the policy period up to three years afterward. D. INSPECTIONS AND SURVEYS We have the right but are not obligated to: 1. Make inspections and surveys at any time; 2.Give you reports on the conditions we find;and 3, Recommend changes, My Inspections,surveys,reports or recommendations relate to Insurability and the premiums to be charged.We do not make safety inspections,We do not undertake to perform the duty of any person or organisation to provide for the health or safety of workers or the public.And we do not warrant that conditions: 1.Are safe or healthful;or 2.Comply with laws,regulations,condes or standards. This condition applies not only to us,but also to any rating,advisory,rate service or similar organisation which makes insurance inspections,surveys,reports or recommendations. CORENERGY INFRASTRUCTURE TRUST UMR:00831EN0043323 Page 10 Author Checker li placed via PR Ibis box will JxJ!1» J.Ward P.9uRon AVrlicrru1ff I Signed 306 Blshopsgate 831 MARKET REFORM CONTRACT BIB • WAIVER OF SUBROGATION ENDORSEMENT We agree to waive our rights of subrogation against any principal where waiver is required by written contract but only in respect of liability for Bodily injury andlor Property Damage,arising out of operations performed by you or on your behalf and only to the extent required under said written contract CGU12L(Amended) All other terms,clauses and conditions remain unchanged, • • • CORENERGY INFRASTRUCTURE TRUST UMR:a0831E140043423 Slip Leader. Pogo 30 Author Checker lJ plecad via PPL IhIs box G,/ will nol ha a.Ward P.Owwai aorI Od•"`vi Rl(InB(! 307 price forbes CONTRACT ENDORSEMENT 831 Unique Market Reference: B0831 EN0043323 BiB Endorsement Reference: 005 Insured: CORENERGY INFRASTRUCTURE TRUST CONTRACT CHANGES This contract is amended as follows: - ENDORSEMENT EFFECTIVE DATE: Inception DETAILS°OF CHANGE: Underwriters hereby note and agree to add the following to the CONDITIONS section: Additional Insured-Owners, Lessees or Contractors-Completed Operations,CG.20.37.07.04 as attached (1 page). Additional Insured-Owners, Lessees or Contractors-Scheduled Person or Organization, CG.20.10.04.13 as attached (1 page). All other terms,clauses and conditions remain unchanged. ADDITIONAL/RETURN PREMIUM: Not Applicable Note:Where more than one Insurer participates in the contract,the contract terms may mean that it Is not always necessary to obtain a record of agreement to the Contract Endorsement from all of those insurers. CONTRACT ADMINISTRATION AND ADVISORY SECTION This contract Is amended as follows: SETTLEMENT DUE Not Applicable DATE: In the absence of an Insurer specified Settlement Due Date,the Settlement Due Date will be calculated by applying the terms of trade for the original premium to whichever 1s the later of either: the latest effective date of the subject matter of the contract endorsement:or the date on which the final insurer agreement is obtained. ALLOCATION OF PREMIUM TO Not Applicable CODING: Page 1 of 1 City of Huntingdon Beach GL Endt/16/05/2024 11:53 CY JW 1st Signatory 2nd Signatory 308 pIt ... 60j114 c, 6�� � etS�%!/o/y T, eme o S Dept.ID ED 14-03 Page 1 of 2 Meeting Date:1/21/2014 . pAll q°4&/&-2) "' f,4 —� ,���,a s .. 6), , —O , CITY OF HUNTINGTON BEACH "' �'.CFI`. _ 'c', REQUEST FOR. CITY COUNCIL ACTION .... ,„,� MEETING DATE: 1/21/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kenneth A. Domer, Assistant City Manager SUBJECT: Approve for introduction Ordinance No. 4008 and authorize execution of a Pipeline Franchise Agreement with Paramount Petroleum Corporation for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances in an existing pipeline system previously owned by Cenco Refining Statement of Issue: The City Council is asked to approve a Franchise Agreement between the City and Paramount Petroleum Corporation for the operation and maintenance of an existing pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Financial Impact: The City will receive an initial Base Grant Fee ($11,470), Base Annual Fee ($117,024 prorated to 75% during inactive status), and a Reinstatement Fee ($639,753.92 paid over 120 months), to the General Fund (Account Number 10000100.41230). Annual revenue is estimated at $151,743 and the contract value is estimated at $1,528,903. • Recommended Action: A) Approve for introduction Ordinance No. 4008, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 2615 Which Granted An Oil Pipeline Franchise;" and, B) Approve and authorize the Mayor and City Clerk to execute the "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation." Alternative Action(s►: Do not approve the Agreement and direct staff accordingly. Analysis: City Council is asked to approve a Franchise Agreement between the City and Paramount Petroleum Corporation (Paramount) for the operation and maintenance of an existing pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch and 12-inch diameter pipe. Cenco Refining, the former pipeline owner, held the last valid franchise agreement, which expired on December 31, 2005. In August 2006, Alon USA Energy, Inc., the parent company of Paramount, purchased the rights to the pipeline. The pipeline has been idle since its acquisition and is expected to remain idle for the next five to ten years. The proposed Franchise Agreement would allow Paramount to maintain the pipeline on standby and to preserve the pipeline for future use. Without 309 Item 18. - 1 FIB -546- Dept.ID ED 14-03 Page 2 of 2 Meeting Date:1/21/2014 the implementation of a Franchise Agreement, Paramount would be required to abandon the pipeline and lose its ability to reactive the pipeline in the future. The proposed Agreement incorporates the changes made to Chapter 3.44 - Pipeline Franchises.of the Huntington Beach Municipal Code in 2010. Terms of the proposed Franchise Agreement include: • Term: 10 years • Base Grant Fee: $11,470 • Base Annual Fee: 2014 fee estimated at $117,024 (75% of Base Annual Fee will be collected during inactive status) • Maximum Inactive Status Period: 10 years • Reinstatement Fee: $639,753.92 (paid over 120 monthly payments of$5,331.28) • Corporate Surety Bond of$100,000 • Liability, Environmental and Workers Compensation Insurance Staff recommends approval of the Franchise Agreement. The agreement provides substantial general fund revenue, estimated at$151,743 annually for a ten year period, and ensures continued maintenance and responsibility for a vast pipeline network currently present within City right-of-way. Environmental Status: Exempt from CEQA pursuant to Section 15301. Strategic Plan Goal: Improve long-term financial sustainability Attachment(s): 1. Ordinance No. 4008, °An Ordinance of the City of Huntington Beach Amending Ordinance No. 2615 Which Granted An Oil Pipeline Franchise" 2. "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation" 3. Faithful Performance Bond 4. Insurance Certificate HB -547- Iteml 18. - 2 ORDINANCE NO. 4008 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 2615 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, in 1983 the City Council adopted Ordinance No. 2615 which granted a franchise for the construction, operation and maintenance of a pipeline for the transportation of oil; and Paramount Petroleum Corporation subsequently became successor in interest as the franchisee, NOW, THEREFORE,the City Council of the City of Huntington Beach does hereby ordain as follows: SECTION 1. The terms and conditions of the franchise awarded by this ordinance are contained in the Franchise Agreement between the City of Huntington Beach and Paramount Petroleum Corporation, a copy of which is attached hereto as Exhibit "A" and incorporated by this reference as though set forth herein. SECTION 2. The City Clerk shall cause this ordinance to be posted in three places designated by the City Council within the City and to be published by title with a brief summary at least once within fifteen days after its adoption in a daily, semi-weekly or weekly newspaper, published in the County of Orange or the City and circulated in the City, which is selected by the City Council for that purpose. SECTION 3. This ordinance shall become effective 30 days after its adoption. • PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of February ,2074 • SRoterhe-e. Mayor ATTEST: INIT D OVED: 41.41) City Cler sistant City Manager REVIEWE P" 1 /' PROVED: jfft/1 / AP OYED AS Q ORM: sr . ..ger •'� Ci , Attorney 07-1267.007/84054.doc 311 0 PARAMOUNT 12700 Park Central PETROLEUM A `' U $ A Suite 1600 Dallas,TX 75251 February 14,2014 Huntington Beach City Clerk 2000 Main Street Huntington Beach, CA 92648 Re: Pipeline Franchise Agreement Huntington Beach, California To Whom It May Concern, Pursuant to Section 21 of the Franchise Agreement between the City of Huntington Beach and Paramount Petroleum Corporation("PPC"),PPC hereby accepts the franchise and will comply with the terms and conditions of the Franchise Agreement. James A. Ran pot Senior Vice President&General Counsel 312 FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PARAMOUNT PETROLEUM CORPORATION THIS FRANCHISE AGREEMENT (this "Franchise") is made and entered into this day of . /V, 2014 by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter referred to as "City" or "Grantor"), and PARAMOUNT PETROLEUM CORPORATION, a Delaware corporation (hereinafter referred to as "PARAMOUNT PETROLEUM" or "Grantee"), pursuant to the City's "Pipeline Franchise Ordinance" as set forth in Chapter 3.44 of the Huntington Beach Municipal Code(Section 3.44.010,et seq.). RECITALS 1. By Ordinance No. 315,the Orange County Board of Supervisors granted a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil,gas and other hydrocarbon substances. 2. Subsequently, the City was vested with the rights and benefits of the County of Orange under said franchise. 3. Since then, there have been transfers and assignments, including litigation and settlements regarding rights and remedies of the subject pipeline system. 4. This Ordinance and Franchise Agreement in part will remedy unpaid fees and corrects the record as to the pipelines depicted in Exhibit A and clearly sets out future franchise fees and requirements as to the pipelines contained therein. 5. The City's consent to the assignment and amendment of any previous franchise agreement as to the pipelines depicted in Exhibit A is granted upon and subject 13-3702/103161 1 313 to the rules, regulations, restrictions, terms and conditions of the City's Pipeline Franchise Ordinance set forth in Chapter 3.44 of the Huntington Beach Municipal Code (HBMC). NOW, THEREFORE, the City and PARAMOUNT PETROLEUM agree as follows: SECTION 1. DEFINITIONS. Whenever in this ordinance the words or phrases hereinafter in this section defined are used, they shall have the respective meaning assigned to them in the following definitions (unless, in the given instance, the context wherein they are used shall clearly import a different meaning). (a) The word "grantee" shall mean PARAMOUNT PETROLEUM and its lawful successors or assigns; (b) The word "City" shall mean the City of Huntington Beach, a municipal corporation of the State of California, in its present incorporated form or in any later reorganized,consolidated, enlarged or reincorporated form; (c) The word "streets" shall mean the public streets,ways, alleys and places as the same now or may hereafter exist within the City, including state highways, now or hereafter established within the City,and freeways hereafter established within the City; (d) The word "franchise" shall mean and include any authorization granted hereunder in terms of a franchise, privilege, permit, license or otherwise to construct, maintain and use pipes and appurtenances for the business of transmitting and distributing oil for all purposes under, along, across or upon the public streets, ways, alleys and places in the City, and shall include and be in lieu of any existing or future City requirement to obtain a license or permit for the privilege of transacting and carrying 13-3702/103161 2 314 on a business within the City; (e) The phrase "pipes and appurtenances" shall mean pipes, pipelines, mains, services, traps, vents, cables, conduits, vaults, manholes, meters, appliances, associated communications infrastructure, attachments, appurtenances, and any other property located or to be located in, upon, along, across, or under property of the City, and used or useful in the transmitting and/or distributing of oil; (f) The word "oil" shall mean natural or manufactured oil, or a mixture of natural and manufactured oil; (g) The phrase "construct, maintain, and use" shall mean to construct, erect, install,lay, operate,maintain,use,repair, or replace; and (h) The phrase "gross annual receipts" shall mean gross operating receipts received by Grantee from the sale of oil to Grantee's customers less uncollectible amounts and less any refunds or rebates made by Grantee to such customers pursuant to California Public Utilities Commission orders or decisions. SECTION 2. PURPOSE and GRANT That the right, privilege and franchise, subject to each and all of the terms and conditions contained in this Agreement, and pursuant to the provisions of 6231 of the Public Utilities Code of the State of California, and Huntington Beach Municipal Code 3.44.040 be and the same is hereby granted to Grantee to construct, maintain and use pipes and appurtenances for transmitting and distributing oil for any and all purposes, under,along, across or upon the streets of the City. The City hereby grants to Grantee the right, privilege and franchise to lay, construct, maintain, operate, renew, repair, change the size of, remove or abandon in place one or more existing pipes and pipelines for the collection, transportation or distribution of oil, water, gas, gasoline, petroleum, wet gas, • 13-3702/103161 3 315 or other hydrocarbon substances, together with all manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines including conduits, cathodic protection devices, wires, cables and other appurtenances necessary or convenient for the exercise of Grantee's business, in, under and along certain streets, roads,highways, alleys, lanes and other public ways within City as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the HBMC. SECTION 3. APPLICATION OF GRANT This Amendment and the Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of City in existence on the date this Agreement is approved by the City Council as follows: Six-inch oil pipeline as follows: 39,425 linear feet of six inch oil pipeline running from Golden West and Garfield to Huntington Beach Terminal as depicted on those certain alignment drawings titled Gold West Refining Company and comprised of drawing numbers 5522-2, sheet 1 of 3 and 5522-3, sheet 2 of 3 (Exhibit B). Running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Gulf Oil Company-U.S. and comprised of drawing numbers 3347,sheet 7 of 9 and sheet 8 of 9 (Exhibit B). Ten-inch oil pipeline as follows: 7,409 linear feet of ten inch oil pipeline running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Gulf Oil Company-U.S. and comprised of drawings number 3347, sheet 9 of 9 (Exhibit B) and in the City of Huntington Beach, Gold West Refining Company comprised of drawing number 7133, sheet 1 of 2 (Exhibit B). 13-3702/103161 4 316 Twelve-inch oil pipeline as follows: 39,584 linear feet of twelve inch oil pipeline running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Golden West Refining Company and comprised of drawing numbers 4978, sheets 2 of 19, 3 of 19, 4 of 19 and 5 of 19 (Exhibit B). SECTION 4. INCORPORATION OF OIL PIPELINE FRANCHISE ORDINANCE The City's grant of this Franchise Agreement is granted upon and subject to the rules, regulations, restrictions, terms and conditions of the City's "Pipeline Franchise Ordinance" as recently amended and set forth in Chapter 3.44 of the HBMC, a copy of which is attached hereto as Exhibit "C," and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the HBMC are references to those sections as they now exist and are reflected in said Exhibit "C." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the HBMC. If any terms referenced in the Franchise Agreement or the HBMC are in conflict with this Amendment the terms of this Amendment shall govern, followed by the HBMC, followed by the Franchise Agreement, except that any term more protective of the City's rights and remedies shall govern regardless of which agreement or code sections are thereby referenced. SECTION 5. TERM Said franchise shall be for a ten (10) year term from and after the effective date hereof; and shall endure in full force and effect thereto, or until the state or some municipal or public corporation thereunto duly authorized by law shall purchase by voluntary agreement or shall condemn and take under the power of eminent domain, all 13-3702/103161 5 317 property actually used and useful in the exercise of said franchise and situate in the territorial limits of the state, municipal, or public corporation purchasing or condemning such property, or until said franchise shall be forfeited for non-compliance with its terms by the Grantee. SECTION 6. COMPENSATION TO CITY Grantee shall pay the following fees to the City with respect to the rights and privileges granted to Grantee hereunder: 6.1 Base Granting Fee. Grantee shall pay the City the sum of Eleven Thousand Four Hundred Seventy Dollars ($11,470.00) as a one-time base granting fee within thirty(30) days following the execution of this Agreement. 6.2 Base Annual Fee and Adjustments and Reinstatement Fee. In addition to all fees provided herein, the Grantee shall pay $639,753.92 in a Reinstatement Fee that shall cover past due fees including penalties and interest until December 31, 2013. Reinstatement Monthly Payments may be paid in one month installment payments of $5,331.28 per month for a consecutive 120 month period. The amount shall be paid pursuant to the schedule set forth in Exhibit D attached hereto and incorporated herein. Beginning January 1, 2014, a base annual fee shall be paid within thirty (30) days after the end of each calendar year during the term of the Franchise Agreement, as amended herein,as follows: 13-3702/103161 6 318 Pipeline Size Length(A) Fee (B) Fee Formula and Type (in feet) per linear foot 6"oil 39,425' $0.895 x CPI (A1)x(B1) adjustment 10"oil 7,409' $1.485 x CPI (A2)x(B2) adjustment 12"oil 39,584' $1.787 x CPI (A3)x(B3) adjustment 86,418' See HBMC Section 3.44.290 when calculating annual adjustments to the Base Annual Fee using the Consumer Price Index-Los Angeles-Riverside-Orange County area (1982- 1984=100). The base annual fee shall be subject to proration pursuant to Section 3.44.300 of the HBMC (HBMC fee). The base annual fee shall be 75% of the total amount provided in the HBMC Section 3.44 for the full term of this Franchise Agreement beginning January 1, 2014 through December 31, 2023 because of the inactive status of the pipeline. In the event the Grantee activates the pipeline and begins to reuse said lines for oil or other product distribution, the grantee shall immediately notify the City and agrees to pay the full HBMC fee including annual adjustments set forth in the HBMC. If the Grantee activates the line and does not inform the City, Grantee shall pay a penalty each month the line(s) is active in the amount of 75% of the existing HBMC franchise fee in addition to the fee itself. 6.3. Base Construction Charges. Pursuant to HBMC Section 3.44.280, Grantee shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by the Franchise Agreement, a base construction charge established, and amended from time to time,by resolution of the City Council. 13-3702/103161 7 319 6.4 Payments to City. Payment is due thirty (30) days after the City's invoice date and a ten percent(10%)per month late penalty or fraction thereof beyond the payment date shall be charged,but in no event shall said penalty exceed fifty(50)percent. In addition an eighteen percent (18%) annual interest cost will be charged for any delinquent payment. The City will also withhold any permits and/or not renew licenses if any payment is delinquent. Payments should be mailed to the City Treasurer, City of Huntington Beach,P.O. Box 711,Huntington Beach, CA 92648-0711. HBMC Section 3.44.290 shall govern when calculating annual adjustments.to the Base Annual Fee using the Consumer Price Index-Los Angeles-Riverside-Orange County area(1982-1984=100). The base annual fee shall be subject to proration pursuant to Section 3.44.300 of the HBMC. SECTION 7. FAITHFUL PERFORMANCE BOND On or before the effective date of this Amendment, Grantee shall file and thereafter at all times during the term of the Franchise Agreement keep on file with the City Treasurer a corporate surety bond approved by the City Attorney running to the City in the penal sum of One Hundred Thousand Dollars ($100,000). In the event that said bond, after it has been so filed, shall at any time during the term of the Franchise Agreement become insufficient, in the sole opinion of the City Council, Grantee agrees to renew said bond within ten (10) days after written notice to do so from the City Treasurer. At such time, the bond shall be increased by a rate set forth by the City Council, with a surety to be approved by the City Attorney, conditioned that Grantee shall well and truly observe, fulfill and perform each condition of the Franchise 13-3702/103161 8 320 Agreement, as amended, and that in case of any breach of condition of the bond the whole amount of the penal sum shall be deemed to be liquidated damages and shall be recoverable from the principal and sureties of the bond. If said bond is not filed prior to the effective date of this Amendment, the approval of this Amendment may be denied and the ordinance granting the Franchise Agreement repealed at any time prior to the filing of said bond and any money paid. SECTION 8. OTHER FRANCHISES This grant is made in lieu of all other oil utility franchises or leased easement agreements owned by the Grantee,or by any successor of the Grantee to any rights under this franchise, for transmitting and distributing oil within the limits of the City, as said limits now or may hereafter exist, and the acceptance of the franchise hereby granted shall operate as an abandonment of all such oil utility franchises, leases or easements within the limits of this City, as such limits now or may hereafter exist, in lieu of which this franchise is granted. SECTION 9. OBLIGATIONS OF GRANTEE (a) All facilities or equipment of Grantee shall be constructed, installed and maintained in accordance with and in conformity with all of the ordinances, rules and regulations heretofore, or hereafter adopted by the legislative body of this City in the exercise of its police powers and not in conflict with the paramount authority of the State of California, and, as to state highways, subject to the provisions of the general laws relating to the location and maintenance of such facilities. (b) If any portion of any street shall be damaged by reason of defects in any of the pipes and appurtenances maintained or constructed under this grant, or by reason of 13-3702/103161 9 321 any other cause arising from the operation or existence of any pipes and appurtenances constructed or maintained under this grant, Grantee shall, at its own cost and expense, immediately repair any such damage and restore such portion of such damaged street to as good condition as existed before such defect or other cause of damage occurred. (c) The Grantee shall pay to the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this franchise. (d) Grantee shall indemnify, save, and hold harmless, City and any officers and employees thereof against and from all damages, judgments, decrees, costs and expenditures which City, or such officer or employee, may suffer, or which may be • recovered from, or obtainable against City, or such officer or employee, for, or by reason of, or growing out of or resulting from the exercising by Grantee of any or all of the rights or privileges granted hereby, or by reason of any act or acts of Grantee or its servants or agents in exercising the franchise granted hereby, and Grantee shall defend any suit that may be instituted against City, or any officer or employee thereof, by reason of or growing out of or resulting from the exercise by Grantee of any or all of the rights or privileges granted hereby, or by reason of any act or acts of Grantee, or its servants or agents,in exercising the franchise granted hereby. SECTION 10. REMOVE OR RELOCATE FACILITIES (a) City reserves the right for itself to lay, construct, erect, install, use, operate, repair, replace, remove, relocate or maintain below surface or above surface improvements of any type or description in,upon, along, across,under or over the streets of the City. City further reserves the right to lawfully change the grade, alignment or width of any street. If the necessary exercise of the aforementioned reserved rights 13-3702/103161 10 322 conflicts with any pipes and appurtenances of Grantee constructed, maintained, and used pursuant to the provisions of the franchise granted hereby, Grantee shall, without cost or expense to City within ninety(90) days after written notice from the City Manager, or his designated representative, and request so to do, begin the physical design and field construction of changing the location of all facilities or equipment so conflicting. Grantee shall proceed promptly to complete such required work. (b) Irrespective of any other provision of this ordinance, Grantee's right to construct, maintain, and use, or remove pipes and appurtenances thereto shall be subject at all times to the right of the City, in the exercise of its police power, to require the removal or relocation of said pipes and appurtenances thereto at the sole cost and expense of Grantee, except (1) as the law may otherwise provide or, (2) except where Grantee's right to possession is pursuant to instruments evidencing right-of-way, easements or other interest in real property, or (3) except where the removal or relocation is made at the request of the City on behalf of or for the benefit of any private developer, CalTrans, or other third party. (c) In the event that the City is made aware of a project developed by a governmental agency, water company, private party or the City that would be located within five hundred feet of a regulator station or other major oil facilities, City shall notify Grantee and initiate discussions among the implicated parties in order to assess potential economic and community impacts and facilitate coordinated and economically reasonable outcomes. 13-3702/103161 11 323 • SECTION 11. TRANSFER OR SALE OF FRANCHISE This franchise may not be transferred (voluntarily, involuntarily, or by operation of law), leased or assigned by the Grantee except by written consent of the City Council, which may be withheld or conditioned at the City's sole discretion, and unless the transferee or assignees thereof shall agree to be bound by the terms and conditions of this Agreement. Grantee of the franchise granted hereby shall file with the City Manager and the legislative body of the City within thirty (30) days after any sale,transfer, assignment or lease of this franchise, or any part thereof, or of any of the rights or privileges granted thereby, written evidence of the same, certified thereto by the Grantee or its duly authorized officers. SECTION 12. FORFEITURE This franchise is granted upon each and every condition herein contained. Nothing shall pass by the franchise granted hereby to Grantee unless it be granted in plain and unambiguous terms. Each of said conditions is a material and essential condition to the granting of the franchise. If Grantee shall fail, neglect or refuse to comply with any of the conditions of the franchise granted hereby, and if such failure, neglect or refusal shall continue for more than thirty (30) days after written demand by the City Manager for compliance therewith, then City, by the City Council, in addition to all rights and remedies allowed by law, thereupon may terminate the rights, privilege, and franchise granted in and by this ordinance, and all the rights, privileges and the franchise of Grantee granted hereby shall thereupon be at an end. Thereupon and immediately, Grantee shall surrender all rights and privileges in and to the franchise granted hereby. No provision herein made for the purpose of securing the enforcement of the terms and conditions of the franchise granted hereby shall be deemed an exclusive remedy or to 13-3702/103161 12 324 afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies and procedure outlined herein or provided, including forfeiture, shall be deemed to be cumulative. SECTION 13. LIABILITY INSURANCE The policy of liability insurance required by HBMC Chapter 3.44 shall be issued to Grantee and name the City and its officers, agents, and employees as additional insureds. It shall further indemnify for all liability for personal and bodily injury, death and damage to property arising from activities conducted pursuant to the Franchise Agreement by providing coverage thereof, including but not limited to: (a) Negligent acts or omissions of Grantee and the agents, servants and employees thereof, committed in the conduct of operations under the Franchise Agreement. (b) Provide combined single limit liability insurance in the amount of five million dollars ($5,000,000). (c) Be noncancellable without thirty (30) days written notice thereof directed to the City. SECTION 14. ENVIRONMENTAL IMPAIRMENT LIABILITY INSURANCE The policy of environmental impairment liability insurance or other environmental insurance policy as approved at the sole discretion of the City as required by HBMC Chapter 3.44 shall insure liability for environmental impairment including cleanup cost endorsed for "Sudden and Accidental" contamination or pollution. Such coverage shall be in an amount and form to meet all applicable state and federal requirements but in no event less than five million dollars ($5,000,000)per occurrence. 13-3702/103161 13 325 (a) If written with an annual aggregate limit, the policy limit must be three (3)times the above-required occurrence limit. (b) If written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than two (2) years following termination or cancellation of the Franchise Agreement. SECTION 15. WORKERS' COMPENSATION INSURANCE The policy of workers' compensation insurance, shall: (a) Have been previously approved as to substance and form by the California Insurance Commissioner. (b) Cover all employees of Grantee who in the course and scope of their employment conduct or do work involving operations under the Franchise Agreement. (c) Provide for every benefit and payment presently or hereinafter conferred by Division 4 of the Labor Code of the State of California upon an injured employee, including vocational rehabilitation and death benefits. (d) Be noncancellable without thirty(30) days written notice thereof directed to the City. SECTION 16. INSURANCE POLICY REQUIREMENT Grantee shall file with the City prior to commencement of any franchise operations either certified copies of said policies or a certificate of insurance for each of the required policies executed by the company issuing the policy, certifying that the policy is in force and providing the following information: (a) The policy number. S (b) The date upon which the policy will become effective and the date upon which it will expire. 13-3702/103161 14 326 (c) The names of the insured and any additional insureds. (d) Subject of the insurance. (e) The type of coverage provided by the insurance. (f) Amount of limit of coverage provided by the insurance. (g) A description of all endorsements that form a part of the policy. (h) In addition to the insurance requirements in this section the insured shall also agree to defend, indemnify and hold harmless City against loss, damage or expense by reason of any suits, claims, demands,judgments caused by insured in the performance of the franchise as provided in HBMC Chapter 3.44. Any franchise operation shall not commence until Grantee has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that Grantee fails to maintain said policies in full force and effect. SECTION 17. FORCE MAJEURE The obligations of any party hereunder, other than the obligation to pay money, shall be suspended for so long as such party is unable, in whole or in part,to carry out its obligations under this Amendment and the Franchise Agreement by reason of an act of God, strike, walkout or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, explosion governmental action, governmental delay, restraint or inaction, the unavailability of equipment or materials, or any other cause,whether similar or dissimilar to the types specifically enumerated above, which is beyond the reasonable control of the party claiming the right to suspend its obligations. Such affected party shall provide prompt written notice to the other of the details of the "force majeure," and shall use all reasonable diligence to remove, eliminate or otherwise minimize the force majeure situation as quickly as is practicable. Nothing herein contained shall require a party to settle a labor dispute contrary to the wishes of such party. 13-3702/103161 15 327 SECTION 18. ACQUISITION AND VALUATION The franchise granted hereunder shall not in any way or to any extent impair or affect the right of the City to acquire the property of the Grantee hereof either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee; nor shall this franchise ever be given any value before any court or other public authority in any proceeding of any character in excess of the cost to the Grantee of the necessary publication and any other sum paid by it to the City therefor at the time of the acquisition thereof. SECTION 19. PUBLICATION COSTS The Grantee of said franchise shall pay to the City a sum of money sufficient to reimburse it for all publication expenses incurred by it in connection with the granting thereof, such payment to be made within thirty (30) days after the City shall have furnished such Grantee with a written statement of such expenses. SECTION 20. EFFECTIVE DATE The franchise granted hereby shall not become effective until written acceptance thereof shall have been filed by the Grantee with the City Clerk. When so filed, such acceptance shall constitute a continuing agreement of the Grantee that if and when the City shall thereafter annex or consolidate with additional territory, any and all franchise rights and privileges owned by the Grantee therein shall likewise be deemed to be abandoned within the limits of the additional territory. 13-3702/103161 16 328 SECTION 21. WRITTEN ACCEPTANCE After the publication of the ordinance related to this Franchise, the Grantee shall file with the City Clerk a written acceptance of the franchise hereby granted, and an agreement to comply with the terms and conditions hereof. SECTION 22. PUBLICATION The City Clerk shall certify to the adoption of this ordinance, and within fifteen (15) days after its adoption, shall cause the same (with a list of the councilmembers voting for and against) to be published in the Huntington Beach Independent, a newspaper of general circulation published and circulated in the City. SECTION 22. AUDIT OF RECORDS The City Treasurer, or any certified public accountant, or qualified person designated by the City, at any reasonable time during business hours, may make an examination at the Grantee's office of its books, accounts, and records, germane to and for the purpose of verifying the data set forth in the statement required by Section 4(b) and for any other purpose relating to the rendition of oil service by the Grantee within the City, or the charges to be made. IN WITNESS WHEREOF,the parties hereto have caused this Franchise Agreement to be executed by and through their authorized offices the day, month and year first above written. 13-3702/103161 17 329 PARAMOUNT PETROLEUM CITY OF HUNTINGTON BEACH,a CORPORATION municipal corporation of the State of California By: M &Ape. OsI te"" print name Mayor ITS: (circle one)Chairman/PresidemFaresiden� AND Clty ClerkPt..c.t) By: SJta..' E v zj INITIATED AND APPROVED: print name ITS: circle one)Secre Chief Financial ffic st.Secretary-Treasurer Assistant City Manager REVIEWED AND APPROVED: APPROVED AS TO FORM: CS City Attorney J , . ' City Manager +�M! //—P-/3 n. 19-Y3 Exhibits: A. Depiction of Pipeline System B. Pipeline Network Alignment Drawings COUNTERPART C. HBMC Chapter 3.44 D. Reinstatement Monthly Payment Schedule 13-3702/103161 18 330 PARAMOUNT PETROLEUM CITY OF HUNTINGTON BEACH, a CORPORATION municipal corporation of the State of California By: print name • M or ITS: (circle one)Chairman/President/Vice President AND r 1400) Clerk )1,06t By: PROVED: • print name ITS: (circle one)Secretary/Chief Financial Officer/Asst.Secretary-Treasurer sistant City IVlanager i APPROVED AS TO FO : REVIE ►11 APPROVED: IS e City Attorney C' s' anger /1"(C,t—J3 Exhibits: A. Depiction of Pipeline System COUNTERPART B. Pipeline Network Alignment Drawings C. HBMC Chapter 3.44 D. 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GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short Title 3.44.020 General Provisions • 3.44.025 Franchise Required When 3.44.030 Pole Lines 3.44.040 Definitions 3.44.050 Term 3.44.060 Acceptance of Franchise Agreement 3.44.070 Nonexclusive Franchise 3.44.080 Maps 3.44.090 Repealed—Ordinance No. 3889-9/10 3.44.100 Liability Insurance 3.44.105 `Environmental Impairment Liability Insurance 3.44.110 Workers'Compensation Insurance 3.44.120 Insurance--Filing 3.44.130 Faithful Performance Bond 3.44.140 Repealed—Ordinance No. 3889-9/10 3.44.150 Repealed—Ordinance No. 3889-9/10 3.44.160 Forfeiture 3.44.170 Value of Franchise 3.44.180 State Highways 3.44.190 Eminent Domain 3.44.200 Publication Date 3.44.210 Assignment 3.44.220 Hold Harmless 3.44.230 Standards 3.44.231 Conflicting Improvements . 3.44.240 Defective Facilities 3.44.250 Hazardous Substances 3.44.251 Damage to Public Property Generally IL COMPENSATION 3.44.252 Public Utility Not Transmitting Oil or Products Thereof 3.44.253 Length 3.44.255 Public Utility Transmitting Oil or Products Thereof 3.44.256 Non-Public Utility Franchises 3.44.260 Basic Granting Fee 3.44.270 Base Annual Fee 3.44.271 Payments to City 3.44.280 Base Construction Charges 3.44.290 Adjustments--Base Annual Fee 3.44.300 Proration of Payments 3.44.310 Records III. CONSTRUCTION 3.44.320 Construction Requirements 3.44.330 New Installation or Replacement 3.44.340 Permits City of Huntington Beach Municipal Code Chapter 3.44 Page 1 of 16 9/15/10 342 3.44.350 Work On and Restoration of Streets 3.44.360 Failure to Comply Timely 3.44.370 Completion Statement 3.44.371 Responsibility 3.44.380 Facilities 3.44.386 Shoring 3.44.390 Ordinary Repair 3.44.400 Breaks or Leaks 3.44.410 Emergency Equipment 3.44.420 Removal or Abandonment of Facilities 3.44.430 Failure to Comply 3.44.440 Abandonment"In Place"Conditions 3.44.447 Operation After Franchise Expiration—Revocable License IV. SPECIAL PROVISIONS FOR PETROLEUM PIPELINES 3.44.450 Rights Granted 3.44.460 Materials Used 3.44.470 Approvals 3.44.480 Reports 3.44.490 Payments Due 3.44.500 Cost of Relocation I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short Title. This chapter shall be known and cited as "Pipeline Franchise Ordinance." (2319-10/78) 3.44.020 General Provisions. Every franchise hereafter granted by the City to lay,construct, maintain,operate,renew,repair, change the size of,remove or abandon in place pipes and pipelines for the collection,transportation or distribution of oil, gas,gasoline,petroleum,wet gas,hydrocarbon substances, or other substances,together with all manholes,valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines including conduits,cathodic protection devices,wires,cables and other appurtenances necessary or convenient for the exercise of the franchisee's business,in,under, along or across any and all streets within the City of Huntington Beach except as otherwise provided in the particular franchise agreement, shall be granted upon and be subject to the rules,regulations, restrictions and terms and conditions of this chapter, in addition to those rules,regulations, restrictions,terms and provisions set forth in the particular franchise agreement. (2319-10/78, 3889-9/10) 3.44.025 Franchise Required When. It is unlawful for any person, firm or corporation to exercise any privilege or franchise to lay or maintain any pipes or conduits in or under any public street,or alley in the City,for the transmission of gas,water, heat, steam,or other substance or to exercise any franchise or privilege for the erection or maintenance,in or upon any public street or alley in the City,of any telephone,telegraph, electric light or power poles, wires, or system, or for the erection of any pole or wire for the purpose of transmitting electrical energy or current,without first having procured a franchise to do so unless such person,firm or corporation is entitled to do so by direct and unlimited authority of the Constitution of the state or the Constitution of the laws of the United States. (3850-1/10) 3.44.030 Pole Lines. Nothing in this chapter or in any franchise agreement granting such a franchise shall be construed to permit the grantee to construct new poles or other facilities aboveground. (2319-10/78) City of Huntington Beach Municipal Code Chapter 3.44 Page 2 of 16 9/15/10 343 3.44.040 Definitions. For the purpose of this chapter,the following terms,phrases,words and their derivations shall have the meaning given herein: (a) "Council" shall mean City Council of the City of Huntington Beach. (3889-9/10) (b) "Code"shall mean the Huntington Beach Municipal Code. (c) "Department"shall mean the Public Works Department of the City of Huntington Beach. (3889-9/10) (d) "Director" shall mean the Public Works Director of the City of Huntington Beach. (3889-9/10) (e) "Franchisee" or"grantee" shall mean the person to whom the franchise is granted, and any person to whom it is lawfully assigned. (f) "Facilities" or"appurtenances" shall mean all property owned or used by the franchisee,in connection with the franchise,including but not limited to,pipelines,pump stations, and service connection with the franchisee's facilities,whether installed by the franchisee as named or originally granted under this franchise or its predecessors or assignors, erected, constructed, laid, operated or maintained in,upon,over,under, along or across any street pursuant to any right or privilege granted by the franchise. (3889-9/10) (g) "Franchise payment period"shall mean the time period between the effective date of the franchise agreement granting the franchise and December 31 of the same calendar year, and each calendar year thereafter,during the life of the franchise. (3889-9/10) (h) "Franchise report period"in all cases shall mean the time period between the effective date of the franchise agreement granting the franchise through and including December 31 of that calendar year, and each calendar year thereafter, during the life of the franchise. (3889-9/10) (i) "Highway" or"street"shall mean any public highway,freeway(except a state freeway), street,road, alley,lane or court or other public easement, and above and below the same, which now exists or which may hereafter exist in the City of Huntington Beach. (3889-9/10) (j) "Main" shall mean any pipeline or conduit laid in, along or approximately parallel with any street for the collection,transmission or distribution of any hydrocarbon substances. (k) "Major street" shall mean any street or portion thereof designated as a major secondary highway in the circulation element of the Huntington Beach General Plan. (1) "Minor street" shall mean all streets in the City other than those designated as "major" or "secondary highways" in the circulation element of the Huntington Beach General Plan. (3889-9/10) (m)"Person"shall mean any individual,person,firm,partnership or corporation. (n) "Section" shall mean a section of the Huntington Beach Municipal Code,unless some other code or statute is mentioned. (o) "Service connection"shall mean the wire,pipes,or conduits connecting the building or place where the service or hydrocarbons supplied by the franchisee is used or delivered, or is made available for use or delivery,with the supply line or supply main in the highway or with such supply line or supply main on private property. (2319-10/78) (p) "Shall"is mandatory; "May"is permissive. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 3 of 16 9/15/10 344 3.44.050 Term. Unless the franchise agreement granting the franchise provides otherwise,the term of the franchise shall be fifteen(15)years. (2319-10/78,3889-9/10) 3.44.060 Acceptance of Franchise Agreement. The franchisee shall enter into a written agreement with the City of Huntington Beach which grants the franchise and sets forth the terms and provisions therein. The franchisee shall,within thirty(30)days after the passage of the ordinance granting the franchise, file with the City Clerk of the City of Huntington Beach a written acceptance of the terms and conditions of said ordinance. The franchise shall be null and void if the written acceptance is not filed within the prescribed time. (2319-10/78,3889-9/10) 3.44.070 Nonexclusive Franchise. The granting of the franchise shall not be construed to prevent the City from granting identical or similar franchise to any person other than the franchisee. Nothing herein contained shall ever be construed so as to exempt the franchisee from compliance with all ordinances,rules or regulations of the City now in effect or which may be hereafter adopted which are not inconsistent with the terms of the franchise. (2319-tons,3889-9/10) 3.44.080 Mans. Within ninety(90)days following the date on which any facilities or appurtenances have been laid,removed or abandoned under the franchise,the franchisee shall file a map or maps with the Department showing the accurate"as built"location,depth, and size of the facilities or appurtenances so laid,removed or abandoned. (2319-10/78,3889-9/10) 3.44.100 Liability Insurance. The policy of liability insurance required by this chapter shall be • issued to franchisee and name the City and its officers, agents, and employees as additional insureds. It shall further indemnify for all liability for personal and bodily injury, death and damage to property arising from activities conducted pursuant to the franchise by providing coverage thereof,including but not limited to: (3889-9/10) (a) Negligent acts or omissions of franchisee and the agents,servants and employees thereof, committed in the conduct of franchise operations. (b) Provide a combined single limit liability insurance in the amount of five million dollars ($5,000,000). (3889-9/10) (c) Be noncancellable without thirty(30) days written notice thereof directed to the City of Huntington Beach. (2319-10/78,3889-9/10) 3.44.105 Environmental Impairment Liability Insurance. The policy of environmental impairment liability insurance or other environmental insurance policy as approved at the sole discretion of the City as required by this Chapter shall insure liability for environmental impairment including cleanup cost endorsed for"Sudden and Accidental"contamination or pollution. Such Coverage shall be in an amount and form to meet all applicable state and federal requirements but in no event less than five million dollars$5,000,000 per occurrence. (3889-9/10) (a) If written with an annual aggregate limit,the policy limit should be three(3)times the above- required occurrence limit. (3889-9/10) (b) If written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than two (2)years following termination or cancellation of this franchise. (3889-9/1 0) 3.44.110 Workers' Compensation Insurance. The policy of workers'compensation insurance, required by this chapter, shall: (a) Have been previously approved as to substance and form by the California Insurance Commissioner. City of Huntington Beach Municipal Code Chapter 3.44 Page 4 of 16 9/15/10 345 (b) Cover all employees of franchisee who in the course and scope of their employment to conduct or do work pursuant to the franchise operations. (3889-9/10) (c) Provide for every benefit and payment presently or hereinafter conferred by Division 4 of the Labor Code of the State of California upon an injured employee,including vocational rehabilitation and death benefits. (3889-9/10) (d) Be noncancellable without thirty(30)days written notice thereof directed to the City of Huntington Beach. (2319-10/78,3889-9/10) 3.44.120 Insurance--Filing. Franchisee shall file with the City Clerk prior to commencement of any franchise operations either certified copies of said policies or a certificate of insurance for each of the required policies executed by the company issuing the policy, certifying that the policy is in force and providing the following information: (3889-9/10) (a) The policy number. (b) The date upon which the policy will become effective and the date upon which it will expire. (c) The names of the insured and any additional insureds. (d) Subject of the insurance. (e) The type of coverage provided by the insurance. (t) Amount of limit of coverage provided by the insurance. (g) A description of all endorsements that form a part of the policy. (h) hi addition to the insurance requirements in this section the insured shall also agree to defend, indemnify and hold harmless the City of Huntington Beach against loss, damage or expense by reason of any suits,claims,demands,judgments caused by insured in the performance of the franchise as provided in Section 3.44.220. (3889-9/10) Any franchise operation shall not commence until franchisee has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that franchisee fails to maintain said policies in full force and effect. (2319-10/78) 3.44.130 Faithful Performance Bond. On or before the effective date of the franchise agreement granting the franchise,franchisee shall file and thereafter at all times during the life of the franchise keep on file with the City Treasurer a corporate surety bond approved by the City Attorney running to the City in the penal sum of One Hundred Thousand Dollars($100,000). In the event that said bond, after it has been so filed, shall at any time during the life of the franchise become insufficient,in the sole opinion of the City Clouncil,the franchisee agrees to renew said bond within ten(10) days after written notice to do so from the City Treasurer. At such time,the bond shall be increased by a rate set forth by City Council,with a surety to be approved by the City Attorney,conditioned that franchisee shall well and truly observe,fulfill and perform each condition of the franchise and that in case of any breach of condition of the bond the whole amount of the penal sum shall be deemed to be liquidated damages and shall be recoverable from the principal and sureties of the bond. If said bond is not filed prior to the effective date of the ordinance granting the franchise,the award of the franchise may be set aside and the ordinance granting the franchise repealed at any time prior to the filing of said bond and any money paid in consideration for said award of franchise shall be deemed forfeited. In the event that said bond, after it has been so filed, shall at any time during the life of the franchise become insufficient, franchisee agrees to renew said bond, subject to the approval of the City Attorney,within ten(10) days after written notice to do so from the Director. (2319-10/78,3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 5 of 16 9/15/10 346 3.44.160 Forfeiture. The franchise is granted and shall be held and enjoyed upon each and every condition contained in the franchise agreement, including such conditions contained herein as are incorporated by reference in said franchise agreement, and shall be strictly construed against the grantee. Any neglect, failure or refusal to comply with any of the terms and provisions of the franchise agreement shall constitute grounds for the suspension or forfeiture of the franchise, shall give to the grantee not less than thirty(30) days notice in writing of any default thereunder. If the grantee does not,within the noticed period,begin the work of compliance or after such beginning does not prosecute the work with due diligence to completion,the Council may hold a hearing, at which the grantee shall have the right to appear and be heard, and thereupon the Council may determine whether such conditions are material and essential to the franchise and whether the grantee is in default with respect thereto and may declare the franchise suspended or forfeited. Notice of said hearing shall be given to the grantee by certified mail not less than five(5)days before said hearing. (2319-10/78) 3.44.170 Value of Franchise. The grantee of any franchise awarded to a public utility,by accepting the terms and conditions thereof, stipulates and agrees that in any proceeding for the purpose of adjusting the rates of the grantee,no greater value shall be placed upon the franchise than the actual cash paid therefor by the grantee. (2319-10/78) 3.44.180 State Highways. If any street or portion thereof becomes a state highway, except for the right to continue to collect franchise payments in such other rights as by law remain with the City,the state shall succeed to all rights reserved to the City by the franchise. (2319-10/78,3889-9/10) 3.44.190 Eminent Domain. No franchise granted by the City shall in any way impair or affect the right of the City or any successor in authority to acquire the property of the grantee by purchase or condemnation,and nothing contained in such a franchise shall be construed to contract away,modify or abridge either for a term or in perpetuity the City's right of eminent domain in respect to any public utility. (2319-10/78,3889-9/10) 3.44.200 Publication Costs. The grantee shall pay to the City within thirty(30)days after receiving a statement therefore, all advertising and publishing costs, including the cost of publishing the granting of the franchise,if necessary. (2319-10n8,3889-9/10) 3.44.210 Assignment. The grantee shall not directly or indirectly sell,transfer,assign or lease the franchise or any part thereof, or allow any other person or entity to operate any pipeline or related facility subject to the franchise, except with the written approval of the Council which may be withheld at its sole and absolute discretion. Such sale,transfer, assignment,or lease shall be made only by filing with the Council a copy of the duly executed instrument of such sale, transfer, assignment or lease and a written request for the consent of the Council to such sale, transfer, assignment or lease. If such duly executed instrument and such written request is not filed with the Council before the expiration of thirty(30)days after the effective date of such sale,transfer, assignment or lease,then,upon the expiration of said thirty(30) days,the franchise shall be subject to forfeiture and the Council may,without notice,revoke the franchise. As a condition to the granting of consent to such sale,transfer, assignment or lease, the Council may impose such additional terms and conditions upon the franchisee and upon the grantee or assignee,which the Council may deem to be in the public interest. Such additional terms and conditions shall be expressed by Council resolution. Nothing herein contained shall be construed to grant to the grantee the right to sell,transfer, assign or lease the franchise,or any part thereof, except in the manner aforesaid. This section applies to any assignment,whether by operation of law,by a voluntary act of the grantee or otherwise and includes a transfer of more than fifty percent(50%)of the voting stock of any corporate grantee or the change in identity of any general partner of a franchisee which is a partnership,whether to a third party or to any subsidiary,parent,or affiliated agency of franchisee. (2319-10R8,3889-9/10) 3.44.220 Hold Harmless. The grantee shall be responsible to the City and shall defend, indemnify and hold harmless the City and its officers and employees from all damages or liability City of Huntington Beach Municipal Code Chapter 3.44 Page 6 of 16 9/15/10 347 arising from the use, operation or maintenance of the facilities erected,constructed,laid, operated or maintained thereunder. (2319-10/78,3889-9/10) Franchisee hereby agrees to protect, defend,indemnify and hold harmless City,its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages,losses, expenses,judgments, demands defense costs, and consequential damage or liability of any kind or nature,however caused,including those resulting from death or injury to franchisee's employees and damage to franchisee's property,arising directly or indirectly out of the obligations or operations herein undertaken by franchisee, caused in whole or in part by any negligent act or omission of the franchisee, any subfranchisees, anyone direcly or indirectly imployed by any of them or anyone for whose acts any of them may be liable,including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Franchisee shall conduct all defense at its sole cost and expense and City shall approve selection of franchisee's counsel. City shall be reimbursed for all costs and attorney's fees incurred by City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitations upon the amount of indemnification to be provided by franchisee. (3889-9/10) 3.44.230 Standards. All facilities erected,constructed,laid, operated or maintained under the provisions of the franchise shall be erected,constructed,laid, operated or maintained in accordance with and conforming to all the ordinances, codes,rules and regulations now or hereafter adopted by or prescribed by the Council. (2319-10/78) 3.44.231 Conflicting Improvements. If the City or any other public entity constructs or maintains any storm drain, sewer structure, or other facility or improvement under or across any facility of the grantee maintained pursuant to the ordinance,the grantee shall provide at no expense to the City or other public entity such support as shall be reasonably required to support, maintain and protect grantee's facility. (3889-9/10) 3.44.240 Defective Facilities. If any portion of any street shall be damaged by reason of defective facilities laid or constructed under the franchise,the grantee shall, at its own expense, repair any such defect and put such street in as good condition as it was before such damage was incurred,to the satisfaction of the City. If the grantee,within ten(10) days after receipt of written notice from the City,instructing it to repair such damage, shall fail to commence to comply with such instructions, or,thereafter,shall fail diligently to prosecute such work to completion,then the City immediately may do whatever work is necessary to carry out said instructions at the cost and expense of the grantee,which cost and expense,by the acceptance of the franchise,the grantee agrees to pay upon demand. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof,the City without notice may repair such damage and the grantee agrees to pay the reasonable cost thereof upon demand. (2319-10/78,3889-9/10) 3.44.250 Hazardous Substances. Prior to the issuance of any excavation permit for the construction or installation of any pipeline for the transmission of flammable liquids or gases, written approval shall be obtained from the Director. Said approval may be withheld at the sole and absolute discretion of the Director. Said approval may be based on the determination that no undue fire hazard will be created to life or property in the areas through which the proposed pipeline will be located. To make such determination, consideration shall be given to: (3889-9/10) (a) Type of hydrocarbon to be transmitted. (b) Density of population or structural development in the area through which the pipeline will be located. (c) Adequacy of water supplies for fire control purposes. City of Huntington Beach Municipal Code Chapter 3.44 Page 7 of 16 9/15/10 348 (d) Extent of available public fire protection facilities. (e) Number and location of shutoff valves in line. pm-ions) 3.44.251 Damage to Public Property Generally. Any damage done directly or indirectly to any public property by grantee,in exercising directly or indirectly any right,power, or privilege under this franchise,or in performing any duty under or pursuant to the provisions of this section, shall be promptly repaired by grantee at its sole cost and expense to as good a condition as it was befor such damage was incurred, and to the satisfaction of the Director. If the franchisee,within ten(10)days after receipt of written notice from the City, instructing it to repair such damage, shall fail to commence to comply with such instructions, or thereafter, shall fail to diligently prosecute such work to completion,the City immediately may do work necessary to carry out said instructions and the cost and expense of the franchisee,which cost and expense,by the acceptance of the franchise,the franchisee agrees topay upon demand. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof,the City without notice may repair such damage and the franchisee shall pay all costs incurred. (3889-9/10) II. COMPENSATION 3.44.252 Public Utility Not Transmitting Oil or Products Thereof. The franchisee of any franchise awarded to a public utility or non-public utility not transmitting oil or products thereof, as consideration for such franchise, shall annually pay to the City in lawful money of the United States, within thirty(30)days after the end of each calendar year and during the life of the franchise for each and every year,including the year of granting the franchise a franchise fee negotiated as part of the franchise agreement(unless preempted by State Law) arising from the use,operation or possession of the franchise. (3889-9/10) 3.44.253 Length. Whenever the length of any wire,pipe or conduit is a factor in calculating any payment due under any franchise granted by the, all service connections shall be excluded in determining such lengths. (3889-9/10) 3.44.255 Public Utility Transmitting Oil or Products Thereof. The franchisee of any franchise awarded for a pipeline transmitting oil or products thereof which has been determined by the Public Utilities Commission to be a public utility, as consideration for such franchise, shall,within thirty(30) days after the end of each calendar year and during the life of the franchise for each and every year, including the year of granting the franchise, annually pay to the City in lawful money of the United States, a fee in the following amounts as required by State law. In the event these referenced fees increase pursuant to State law,the fees referenced herein shall increase by the same: (3889-9/10) Pipelines with an Internal Diameter of: Base Rate Per Lineal Foot 0-4 inches .088 6 inches .132 8 inches .176 10 inches .220 12 inches .264 14 inches .308 16 inches .352 18 inches .396 20 inches .440 22 inches .484 24 inches .528 • 26 inches .572 28 inches .616 30 inches .660 (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 8 of 16 9/15/10 349 For pipelines with an internal diameter not listed above,the fees shall be in the same proportion to the fees of a twelve(12)-inch-diameter pipe as the diameter of the unlisted pipe is to twelve(12) inches. (3889-9/10) The amount of the fee or charge provided for in this paragraph shall be multiplied by the Consumer Price Index, all Urban Consumers (CPI-U)for the Los Angeles-Riverside-Orange County Area for the month of September immediately preceding the month in which payment is due and payable, and divided by the Consumer Price Index,All Urban Consumers(CPI-U for the Los Angeles-Riverside-Orange County Area for June 30, 1989, (1982-84=100.0)). (3889-9/10) 3.44.256 Non-Public Utility Franchises. The franchisee of any franchises awarded to other than a public utility transmitting oil or oil products thereof, as further consideration for such franchise including the extension,renewal, or continuation of a previously granted franchise, shall pay to the City in lawful money of the United States the following fees: (3889-9/10) 3.44.260 Basic Granting Fee. In the event of an initial grant of franchise or franchises which extend,renew,or continue previously granted franchises, a base granting fee shall be required as established, and amended from time to time,by resolution of the City Council. (2319-10/78, 2676-2/84) 3.44.270 Base Annual Fee. A base annual fee shall be paid by franchisee within thirty(30) days after the end of each calendar year including the year of granting the franchises, according to the franchise payment period as defined in this chapter,in the following amounts: (2319-10/78, 2676-2/84,3889-9/10) Pipelines with an Internal Diameter of: Amount Per Lineal Foot 0-4 inches .590 6 inches .895 flinches 1.197 10 inches 1.485 12 inches 1.787 14 inches 2.092 16 inches 2.377 18 inches 2.682 20 inches 2.984 22 inches 3.272 24 inches 3.574 26 inches 3.879 28 inches 4.164 30 inches 4.469 The base annual rate applicable to pipelines with an internal diameter falling between incremental size categories shall pay a rate determined by adding the price corresponding to the lower size to a figure computed by multiplying the difference between the higher and lower price times the multiplier. The multiplier will be determined by dividing the difference between the size of the pipe and the lower size category by the difference between the two size categories. In determining the number of feet of pipeline upon which the annual fee will be computed, the greatest number of feet of pipeline covered by the franchise during the calendar year for which payment is due will be utilized. The base annual fee shall be paid no later than 30 days and a penalty at the rate of ten(10)percent per month or fraction thereof beyond the payment date shall be charged,but in no event shall said penalty exceed fifty(50) percent. (3889-9/10) The City reserves the right to adjust the base fees established hereunder at any time after the effective date of the ordinance. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 9 of 16 9/15110 350 • 3.44.271 Payments to City. Payment is due 30 days after the City's invoice date and a 10%per month late penalty and 18% annual interest cost will be charged for any delinquent payment. The City will also withhold any permits/not renew licenses if any payment is delinquent. Payments should be mailed to the City Treasurer, City of Huntington Beach,P.O.Box 711, Huntington Beach, CA 92648-0711. (3889-9/10) 3.44.280 Base Construction Charges. The holder of the franchise shall pay at the time of installation,relocation or replacement of any segment of pipe or pipeline, or any other facility covered by the franchise agreement, a base construction charge established, and amended from time to time,by resolution of the City Council. (2319-10/78,2676-2/84) 3.44.290 Adjustments--Base Annual Fee. The amount of each base annual fee as specified in the above section shall be revised every year,in accordance with the following formula: (3889-9/10) (a)The Consumer Price Index,All Urban Consumers(CPI-U)for the Los Angeles-Riverside- Orange County area(1982-84=100) as published by the United States Bureau of Labor Statistics("Bureau"),shall be defined as the"index,"and such index as it stands on August 1,2010 shall be defined as the"base index"and the index for the month of September immediately preceding the fee payment date shall be defined as the"current index;" (3889-9/10) (b)If the current index differs from the base index,then the base annual fee shall increase or decrease by the percentage increase or decrease between the current index and the base index, provided that,if the current index drops below the base index,no adjustment shall be made. The base annual fee shall be multiplied by an adjustment factor determined by dividing the current index by the base index. (3889-9/10) For example,if the base index is 185.0 and the current index is 190.5,the annual franchise fee shall be (i.e. 190.5/185.0= 1.0297),times the base annual fee,provided however,under no circumstances shall the multiplying factor be less than one,nor shall the annual franchise fee calculated using said factor,be less than the base annual fee. If the Bureau shall revise the index,the parties hereto shall accept the method of revision for conversion recommended by the Bureau; and (3889-9/10) (c)If the Bureau discontinues the preparation or publication of the CPI-U,All Urban Consumers for the Los Angeles-Riverside-Orange County area(1982-84=100), and if no transposition table prepared by the Bureau is available,then the amount of each annual franchise fee shall be computed by reference to such other price index as may be chosen by the City, and the City shall be the sole judge of comparability of successive indices and its determination on this point shall be final and conclusive. In no event shall the annual franchise fee adjustment by reference to such other price index be less than the base annual fee as set forth herein. (3889-9/10) • (d)Publication and Administrative Issuance Costs. The franchisee shall pay to the City within thirty(30)days after receiving a statement therefore, all administrative and other costs incurred by the City processing the application for a franchise,including but not limited to the preparation of any reports, statements or studies pursuant to the California Environmental Quality Act(Public resources Code Section 21000, et seq.) and any similar federal statute,or any successor statute, and for any and all advertising and publishing costs,including the cost of publishing the ordinance,if necessary,incurred in connection with the granting of the franchise. (3889-9/10) (e) The base annual fee may also be amended from time to time by resolution of the City Council. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 10 of 16 9/15/10 351 3.44.300 Proration of Payments. In the event of abandonment of facilities with the approval of the City as elsewhere in this chapter provided,or in the event of removal of such facilities by the franchisee,or in the event of the grant of a franchise with an initial franchise payment period of less than one year,the annual franchise fee required under the aforementioned sections shall be prorated for the calendar year in which such removal or abandonment or grant occurs as of the end of the calendar month in which removed, abandoned or granted. (2319-10/78,3889-9/10) 3.44.310 Records. Franchisee shall keep and preserve for a period of five(5)years subsequent to the date of the most recent franchise fee determination all the records necessary to determine the amount of such franchise fee. At all reasonable times,the franchisee shall permit the City or its duly authorized representative to examine all property of the franchisee erected, constructed,laid, operated or maintained pursuant to the franchise,together with any appurtenant property of the franchisee, and to examine and transcribe any and all books, accounts,papers,maps, and other records kept or maintained by the franchisee or under its control which concern the operations, affairs, transactions,property or financial condition of the franchisee with respect thereto. Said records shall be made available to the City at a location in the County of Orange. (2319-1on8,3889-9/10) M. CONSTRUCTION 3.44.320 Construction Requirements. Pipelines and appurtenances shall be constructed and maintained in a good workmanlike manner in conformity with applicable law and the terms and conditions of any City ordinance,rule or regulation now, or as hereafter amended, adopted or prescribed by the City. All pipes pipelines and appurtenances will be installed in accordance with the latest revision of the"American Standard Code of Pressure Piping ASA B31.4." (2319-10/78,3889-9/10) 3.44.330 New Installation or Replacement. New installations or replacements of pipelines and appurtenances and all other facilities necessary for the installation, operation,maintenance,and safety of pipelines and conduits shall be laid and maintained only pursuant to applicable law and permit issued by the Department. All such installations or replacements shall be reviewed by the Director as to the most desirable location in the streets of the City and his decision shall be final and binding on the franchisee. (2319-10/78,3889-9/10) 3.44.340 Permits. Where the provisions of any City ordinance,resolution or regulation,which shall be in force at that time,require the issuance of an excavation, encroachment or other type of permit,the franchisee shall not commence any excavation or encroachment work under the franchise until it shall have obtained such permit from the Department except in cases of emergency affecting public health,safety or welfare or the preservation of life or property,in which case the franchisee shall apply for such permit not later than the next business day. (3889-9/10) The application of the franchisee for such permit shall show the following facts: the length and proposed location of the pipeline and/or appurtenance intended to be installed, and such other facts as the Department may require. The franchisee shall pay any and all permit inspection fees required by the Department. (2319-10/78,3889-9/10) 3.44.350 Work On and Restoration of Streets. The work of constructing,laying,replacing, maintaining,repairing or removing all pipelines and appurtenances authorized under the provisions of this chapter in,over,under, along or across any street shall be conducted with the least possible hindrance to the use of the street for purposes of travel. As soon as such work is completed, all portions of the street which have been excavated or otherwise damaged thereby shall promptly and in a workmanlike manner be repaired,replaced or restored and placed in as good condition as before the commencement of such work and shall be done to the satisfaction of the Director at the expense of the franchisee, and in accordance with the terms and conditions of any City ordinance, resolution or regulation. For streets that have been rehabilitated within three City of Huntington Beach Municipal Code Chapter 3.44 Page 11 of 16 9/15/10 352 (3)years prior to the proposed work,the City shall require the resurfacing, or other treatment, of the entire lane widths of the street as directed by the Director. For those streets that have not been rehabilitated by the City within three(3)years prior to the proposed work,the restoration shall be in full compliance with City requirements. All restoration,repair or replacement work shall be done to the satisfaction of the Director at the expense of the franchisee in accordance with all applicable law. In the event that the franchisee shall fail or neglect to make such highway repair,replacement or restoration work,ten(10)days after notice therefore has been given franchisee by the Director,the City may repair,replace or restore said highway at the expense of franchisee.Franchisee agrees to pay to the City the cost of performing such work. The amount so chargeable shall be the direct cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (2319-10/78,3889-9/10) 3.44.360 Failure to Comply Timely. In the event that the franchisee fails to complete the work within the time specified in the permit,the City may require the franchisee to pay to the City not more than five hundred dollars($500)per day as liquidated damages for each day construction extends beyond the time specified in the permit. (3889-9/10) Whenever the franchisee fails to complete any work required by the terms and provisions of the franchise, and the permits issued thereunder,within the time limits required thereby,the City may complete or cause to be completed any and all such work at the expense of the franchisee. The franchisee agrees to pay to the City the cost of performing such work. The amount so chargeable to franchisee shall be the direct cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (2319-10/78,3889-9/10) 3.44.370 Completion Statement. Upon the completion of the construction of any pipelines or other facilities constructed pursuant to said franchise,the franchisee shall submit a statement to the Director,identifying the permit or permits issued by the Department, the total length of pipeline,pipeline material,diameter of pipeline,the construction of which was authorized under such permit or permits, and the total length of pipeline or facilities actually laid and as-built drawings. (2319-10/78,3889-9/10) 3.44.371 Responsibility.hi addition to any indemnification set forth herein,franchisee shall be specifically responsible to the City and shall save the City,its officers, agents, and employees, free and harmless from all damages or liability arising from any damage or injury suffered by any person by reason of any excavation or obstruction being improperly guarded during any work authorized pursuant to the franchise or the failure to neglect of the franchisee to properly perform,maintain, or protect any phase of such work. (3889-9/10) 3.44.380 Facilities. The franchisee shall have the right to construct,maintain and repair such traps,manholes, conduits,valves, appliances, attachments and other facilities as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise, and said facilities shall be kept flush with the surface of the street and so located as to conform to applicable law including any ordinance,resolution or regulation of the City, or of any permit issued by the Department in regard thereto and shall not interfere with the use of the street for travel. The franchisee shall have the right subject to such ordinances,resolutions and regulations as are now or may hereafter be in force,to make all necessary excavations in said street for the construction,maintenance and repair of said facilities;provided,however,that the franchisee shall first obtain an excavation permit from the Department for doing any such work. (2319-10/78,3889-9/10) 3.44.386 Shoring. The franchisee shall provide at its sole cost such shoring or other support as shall be reasonably required to support,maintain, and protect franchisee's facilities in connection with any storm drain or sewer construction by the City or in connection with any facility constructed by City,or by any successor agency. (3889-9/10) 3.44.390 Ordinary Repair. The franchisee shall be privileged to excavate in the road or street for line repair for the number of days agreed upon by the franchisee and the Department City of Huntington Beach Municipal Code Chapter 3.44 Page 12 of 16 9/15/10 353 provided,however,that the franchisee shall first obtain an excavation permit from the Department for the doing of any such work. (2319-10/78,3889-9/10) 3.44.391 Relocation of Pipelines and Facilities. The City reserves the right to change the grade,to change the width or to alter or change the location of any street over which the franchise is granted. If any of the pipelines,facilities or appurtenances heretofore or hereafter constructed, installed or maintained by the franchisee pursuant to the franchise on, along,under, over,in, upon or across any street are located in a manner which conflict in any way with the change of grade,traffic needs, operation,maintenance,improvements,repair,construction,reconstruction, widening, alteration or relocation of the street,the franchisee shall relocate permanently or temporarily any such facility at no expense to the City upon receipt of a written request from the Director to do so, and shall commence such work on or before the day specified in such written request which date shall be not less than thirty(30)days from receipt of such written request. Franchisee shall thereafter diligently prosecute such work to completion. (3889-9/10) The City reserves the right for itself; and all other public entities which are now or may later be established,to lay, construct,repair, alter,relocated and maintain subsurface or other facilities or improvements of any type or description in a governmental but not proprietary capacity within the streets over which the franchise is granted. If the City or any other public entity finds that the location or relocation of such facilities or improvements conflicts with the facilities laid, constructed or maintained under the franchise,whether such facilities were laid before or after the facilities of the City or such other public entity were laid,the franchisee of such franchise shall at no expense to the City or public entity,on or before the date specified in a written request from the Director,which date shall be not less than thirty(30)days after the receipt of such notice and request to do so,commence work to change the location either permanently or temporarily of all facilities so conflicting with such improvements to a permanent or temporary location in said streets to be approved by the Director and thereafter diligently prosecute such work to completion. (3889-9/10) 3.44.400 Breaks or Leaks. If any portion of the street shall be damaged by reason of breaks or leaks in any pipe, conduit,or appurtenance constructed or maintained under the franchise,the franchisee thereof shall, at its own expense, immediately following written or oral notification thereof,promptly repair any such damage and put such street in as good condition as it was in before such damage or leak, all to the satisfaction of the Department. The franchisee shall obtain an excavation permit from the Department for the doing of any such work. (2319-10n8,3889-9/10) 3.44.410 Emergency Equipment. At all times during the term of this franchise,the franchisee shall maintain or arrange for, on a twenty-four(24)hour a day basis adequate emergency equipment and a properly trained emergency crew within a radius of twenty-five(25)miles from any facilities installed or maintained pursuant hereto for the purpose of shutting off the pressure and the flow of contents of such facilities in the event of an emergency resulting from an earthquake, act of war,civil disturbance,fire,flood, or any other cause or nature whatsoever. (2319-10/78) 3.44.420 Removal or Abandonment of Facilities. (a) At the expiration,revocation or termination of this franchise or the permanent discontinuance of the use of all or a portion of its facilities,the franchisee shall, within thirty(30) days thereafter make written application to the Director for authority either: (1)to abandon all or a portion of such facilities in place;or(2) to remove all or a portion of such facilities. Such application shall describe the facilities desired to be abandoned or removed by reference to the map or maps required by Section 3.44.080 and shall also describe with reasonable accuracy the physical condition of such facilities. The Director shall determine whether any abandonment or removal which is thereby proposed may be effected without detriment to the public interest and under what conditions such proposed abandonment or removal may be safely effected and shall then notify the franchisee of his determination. The franchisee shall City of Huntington Beach Municipal Code Chapter 3.44 Page 13 of 16 9/15/10 354 pay to the City the cost of all tests required to determine the disposition of the application for abandonment removal. (3889-9/10) (b) Within thirty(30)days after receipt of such notice,the franchisee shall apply for a permit from the Department to abandon or remove the facility and shall pay all fees and costs related thereto. Such permit is to contain the conditions of abandonment or removal as may be prescribed by the Director. Any abandonment shall be conditioned,in part,upon the franchisee's compliance with the provisions set forth in this Chapter. (3889-9/10) The franchisee shall,within ninety(90)days after obtaining such permit commence and diligently prosecute to completion,the work authorized by the permit. If the franchisee applies for authority to abandon all or a portion of its facilities in place,and the Director determines that abandonment in place of all or part of the facilities may be affected without detriment to the public interest, the franchisee shall pay to the City a fee which shall be computed as follows: Pipelines with an Internal Diameter of Amount per Lineal Foot 0-12 inches $15.00 14-18-inches $22.00 20-30 inches $28.00 (2319-10/78,3889-9/10) 3.44.430 Failure to Comply. (a) If any facilities to be abandoned"in place" subject to prescribed conditions shall not be abandoned in accordance with all such conditions the Director may make additional appropriate orders,including an order that the franchisee shall remove any or all such facilities. The franchisee shall comply with such additional orders. (b) In the event that the franchisee shall fail to comply with the terms and conditions of abandonment or removal as may be required by this chapter and within such time as may be prescribed by the Director,the City may remove or cause to be removed such facilities at the franchisee's expense. The franchisee shall pay to the City the cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (3889-9/10) (c) If, at the expiration,revocation or termination of this franchise, or of the permanent discontinuance of the use of all or a portion of its facilities,the franchisee shall,within thirty (30)days thereafter,fail or refuse to make written application for the abovementioned authority,the Director shall make the determination as to whether the facilities shall be abandoned in place or removed. The Director shall then notify the franchisee of his determination. The franchisee shall thereafter comply with the provisions of subsection(b) of section 3.44.420. (2319-10/78) 3.44.440 Abandonment"In Place" Conditions. Facilities abandoned"in place"shall be subject to the condition that if, at any time after the effective date of the abandonment,the Director determines that the facility may interfere with any public project,franchisee or its successor in interest must remove the facility at its expense when requested to do so by the City or to pay City for the cost of such removal. (2319-10/78,3889-9/10) 3.44.447 Operation After Franchise Expiration—Revocable License. If a franchise is to expire within sixty days according to the franchise terms, and a new franchise has been requested,but has not yet been granted,the franchisee may request the Mayor and City Council to issue the franchisee a written revocable license,for a renewable term not to exceed one hundred twenty(120)days from the expiration of the franchise,permitting the franchisee to continue to locate its existing facilities in or upon public property in the City during the term of the license. The Mayor and City Council may issue such a revocable license, subject to any restrictions,terms, and conditions(including compensation),without limitation,that they deem City of Huntington Beach Municipal Code Chapter 3.44 Page 14 of 16 9/15/10 355 to be in the best interests of the City. Nothing herein requires the Mayor and City Council to grant such a revocable license,nor does the issuance of such a revocable license require that the Mayor and City Council grant the franchisee a new franchise. Upon request of the franchisee,the City Clerk shall provide a revocable license application form. (3850-1/10) IV. SPECIAL PROVISIONS FOR PETROLEUM PIPELINES(3889-9/10) 3.44.450 Rights Granted. The franchisee granted a petroleum pipeline franchise shall have the right during the life thereof to transport oil, gas, gasoline,petroleum,wet gas and other hydrocarbon substances through the pipelines maintained under the franchise." If the franchisee or assignee later qualifies before the Public Utilities Commission of the State of California as a common carrier,the franchisee or assignee shall then have no right to continue to operate hereunder after the date of such qualification except with the consent of the Council,granted upon such additional terms and conditions as the Council may deem proper or as superseded by statute. Such additional terms and conditions shall be expressed by resolution. (2319-10/78,3889-9/10) 3.44.460 Materials Used. All pipelines used or to be used for the transportation of oil, gas, gasoline,petroleum,wet gas and other hydrocarbon substances shall be first class and standard material as set forth by current American Petroleum Institute pipeline specifications. (2319-10/78) 3.44.470 Approvals. On all pipelines laid pursuant to the franchise,the Director shall approve where flush-valve connections shall be placed in the line. The availability of adequate water supplies,the hydrocarbons transmitted in the line, and the location of control valves shall be considered when making such determination. Such flush-valve connections shall be installed in the manner prescribed by the Director. (2319-10/78) 3.44.480 Reports. The franchisee during the life of the franchise,within sixty(60)days after the expiration of each franchise payment period,shall: (a) File with the Director two copies of a verified report of the franchisee showing for the immediately preceding franchise period,the length of lines in streets,the internal diameter of such lines,the rate per foot per year and the total amount due the City. (3889-9/10) (b) File with the Director a report in triplicate, showing the permit number of each permit obtained for the installation of new mains during the immediately preceding franchise payment period, together with the length and size of said mains. On this report the franchisee shall show any change in franchise footage since the last franchise payment period segregating such footage as to new mains laid, old mains removed,old mains abandoned in - place,and the footage of mains in territory annexed or incorporated since the last franchise payment period. (2319-10/78) (c) All payments should be mailed to the City Treasurer, City of Huntington Beach,P.O. Box 711,Huntington Beach, CA 92648-0711. (3889-9/10) 3.44.490 Payments Due. Except for pipelines lawfully maintained other than by the authority granted by the franchise,the semi-annual payments shall accrue from the respective dates of installation,whether before or after the effective date of the franchise agreement, and such payments,together with the initial construction charges,if any, shall be due and payable semi- annually. (2319-10/78,3889-9/10) • 3.44.500 Cost of relocation. Franchisee shall bear the costs of removing and relocating its facilities used and maintained under this franchise if made necessary by any lawful change of grade, alignment or width of any public street,way, alley or place,or for any public project, even if franchisee's facilities are located on a private easement. If the grantee after reasonable notice, fails or refuses to relocate permanently or temporarily its facilities located in, on,upon, along, under,over, across or above any highway or to pave, surface,grade,repave,resurface or regrade City of Huntington Beach Municipal Code Chapter 3.44 Page 15 of 16 9/15/10 356 as required,pursuant to any provision of the franchise,the City or other public entity may cause the work to be done and shall keep an itemized account of the entire cost thereof, and the grant shall hold harmless the City, its officers and employees from any liability which may arise or be claimed to arise from the moving,cutting,or alteration of any of the grantee's facilities, or the turning on or off of water, oil, or other liquid, gas, or electricity. (2319-1 on8,3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 16 of 16 9/15/10 357 EXHIBIT D REINSTATEMENT FEE PAYMENT SCHEDULE INITIAL BALANCE:$639,753.92 MONTHLY PAYMENT:$5,331.28 Month Payment Balance Month 'Payment Balance Month Payment Balance 1 $5,331.28 $634,422.64. 42 $5,331.28 $415,840.16 83 $5,331.28 $197,257.68 2 $5,331.28 $629,091.36 43 $5,331.28 $410,508.88 84 $5,331.28 $191,926.40 3 $5,331.28 $623,760.08 44 $5,331.28 $405,177.60 85 $5,331.28 $186,595.12 4 $5,331.28 $618,428.80 45 $5,331.28 $399,846.32 86 $5,331.28 $181,263.84 5 $5,331.28 $613,097.52 46 '$5,331.28 $394,515.04 87 $5,331.28 $175,932.56 6 $5,331.28 $607,766.24 47 $5,331.28 $389,183.76 88 $5,331.28 $170,601.28 7 $5,331.28 $602,434.96 48 $5,331.28 $383,852.48 89 $5,331.28 $165,270.00 8 $5,331.28 $597,103.68 49 $5,331.28 $378,521.20 90 $5,331.28 $159,938.72 9 $5,331.28 $591,772.40 50 $5,331.28 $373,189.92 . 91 $5,331.28 $154,607.44 10 $5,331.28 $586,441.12 51 $5,331.28 $367,858.64 92 $5,331.28 $149,276.16 11 $5,331.28 $581,109.84 52 $5,331.28 $362,527.36. 93 $5,331.28 $143,944.88 12 $5,331.28 $575,778.56 53 $5,331.28 $357,196.08 94 $5,331.28 $138,613.60 13 $5,331.28 $570,447.28 54 $5,331.28 .$351,864:80: 95 $5,331.28 $133,282.32 14 $5,331.28 $565,116.00 55 $5,331.28 $346,533.52 96 $5,331.28 $127,951.04 15 $5,331.28 $559,784.72 56. $5,331.28 $341,202.24 97 $5,33L28 $122,619.76. 16 $5,331.28 $554,453.44 57 $5,331.28 $335,870.96 98 $5,331.28 $117,288.48 17 $5,331.28 $549,122.16 58 $5,331.28 . $330,539.68 99 $5,331.28 $111,957.20- 18 $5,331.28 $543,790.88 59 $5,331.28 $325,208.40 100 $5,331.28 $106,625.92 19 $5,331.28 $538,459.60 60 $5,331.28 $319,877.12. 101 $5,331.28 $101,294.64 20 $5,331.28 $533,128.32 61 $5,331.28 $314,545.84 102 $5,331.28 $95,963.36 21 $5,331.28 $527,797.04 62 $5,331.28 . $309,214.56. 103 $5,331.28 $90,632.08 22 $5,331.28 $522,465.76 63 $5,331.28 $303,883.28 104 $5,331.28 $85,300.80 23 $5,331.28 $517,134.48 64 $5,331.28 $298,552.00- 105 $5,331.28 $79,969.52. 24 $5,331.28 $511,803.20 65 $5,331.28 $293,220.72 106 $5,331.28 $74,638.24 25 $5,331.28 $506,471.92 66 $5,331.28 $287,889.44 107 $5,331.28 $69,306.96 26 $5,331.28 $501,140.64 67 $5,331.28 $282,558.16 108 $5,331.28 $63,975.68 27 $5,331.28 $495,809.36 68 $5,331.28 $277,226.88 .109 $5,331.28 $58;644.40 28 $5,331.28 $490,478.08 69 $5,331.28 $271,895.60 110 $5,331.28 $53,313.12 29 $5,33L28 $485,146.80 . 7Q $5,331.28 $266,564.32' 111 $5,331.28 $47,981,84 30 $5,331.28 $479,815.52 71 $5,331.28 $261,233.04 112 $5,331.28 $42,650.56 31 $5,331.28 $474,484.24 72 $5,331.28 $255,901.76: .113 $5,331.28 $37,319.28- 32 $5,331.28 $469,152.96 73 $5,331.28 $250,570.48 114 $5,331.28 $31,988.00 33 $5,331.28 $463;821.68 .74 $5,331.28 $245,239.20: 115 $5,33128 $26,656.72 34 $5,331.28 $458,490.40 75 $5,331.28 $239,907.92 116 $5,331.28 $21,325.44 35 $5,331.28 $453,159.12 .76 $5,331.28 $234,576,64 . 117 $5,331.28 $15,994.16. 36 $5,331.28 $447,827.84 77 $5,331.28 $229,245.36 118 $5,331.28 $10,662.88 37 $5,331.28 $442,496.56 78 $5,331.28 $223,914.08 • 119 $5,332.28 • $5,330.60 38 $5,331.28 $437,165.28 79 $5,331.28 $218,582.80 . 120 $5,330.60 $0.00 39 $5,331.28 $431,834.00 80 $5,331.28 $213,251.52 40 $5,331.28 $426,502.72 81 $5,331.28 $207,920.24 41 $5,331.28 $421,171.44 82 $5,331.28 • $202,588.96- Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation 358 Ord. No. 4008 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I,JOAN L. FLYNN,the duly elected, giialifted City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven;that the foregoing ordinance was read to said City Council at a Regular meeting thereof held on January 21,2014, and was again read to said City Council at a Regular meeting thereof held on February 3,2014, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. AYES: Sullivan,Hardy,Harper,Boardman, Carchio, Shaw,Katapodis NOES: None ABSENT: None ABSTAIN: None I,Joan L.Flynn,CITY CLERK of the City of Huntington Beach and ex-officio Clerk of the City Council,do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Fountain Valley Independent on February 13,2014. In accordance with the City Charter of said City Joan L.Flynn,City Clerk Ci lerk and ex-off.cio erk Senior Deputy City Clerk of the City Council of the City of Huntington Beach, California 359 jiff , lil ®®®®� .. fee toR PO.0 \*. Amendment Pipeline rano ,... cop) se. - ,.,.. 0 , -ii Agreement t, _ _ __,.....__„ 6------ -r---- .'S Cardinal Pipeline L. P. June 18, 2024 ....,..."., s‘,<c, ,0, 0 I. .0.® ® 17, 1 g0% ®� 360 st .a emen oin, • ss ue • The Mayor and City Council are being asked to • approve for introduction Ordinance No. 4230 and authorize execution of an Amendment to the Pipeline • Franchise Agreement with Cardinal Pipeline L. P. N CD'PURA..FO• s. • • 361 Financial • The City will continue to receive a Base Annual Fee which will be deposited to the General Fund (Account Number 10000100.41230). Each annual period , this fee is adjusted by a rate of change as determined by HBMC 3.44.290. • For the most recent billing period , the Base Annual Fee was $126,001 .25. 0#' tNc p tat 4 e t. °°11N °1\ 362 Recommended • Approve for introduction Ordinance 4230 "An Ordinance of the City of Huntington Beach Amending Ordinance No. 4008 which Granted an Oil Pipeline Franchise" • Approve and authorize the Mayor and City Clerk to execute the "Amendment to Franchise Agreement between the City of Huntington Beach and Cardinal Pi e l i n e L. P." 4 �� ��np �T;•.+ ���_. p `W1xNri :to 363 ■Alternative c ion • • Do not approve the Agreement and direct staff to draft correspondence informing Franchisee that existing pipeline must be abandoned pursuant to HBMC and State code. • This action would result in revenue loss for the City. volGt . 1��Ofl•QURApf.•• ur ��. d tip. �0 ..� (I� TY 364 Terms of A • 10-year extension. New expiration would be 2/13/2034. • Base Annual Fee: $87,768.26 + Annual CPI adjustment. • Corporate Surety Bond of $100,000 • Liability, Environmental and Workers Compensation Insurance 'd vapNer4-10 0 Pck • Ao �QIIO 365 • e. h � ° kt � ' t'! R � � WV"'as•` � , t%-, ian �� � ;QLiestions ? ,,,,.:,...„..,::„, ..,,,,,,„., ,,,,,,,4' -.' 5- �� "� .� � ;* k wa' � '' ''7'''''' '''' i I Vit.lni'l 'i tj ''''' -----" il "*•'"--".7-=, . •-4,-, e lO ' x a '" yg�Y i i•y, °'RaC+ r I. f g w+i " Ab i of 4Y '! "" :9oc : t]f ,. ,Rk3 a tied , '.'ea.�. i$y� 1 ..,.... 1. 0.400.... ::,‘' ,,...:,,,, m l fi a; ti. .. ! '�p� 15 . i;'1.•'r..'.--. rde ig .)- yY, . r_ -"*-1.,- 366 RECEIVED BY: CITY CLERK RECEIPT COPY ,C�� Return DUPLICATE to Jett. 1 I i v' City Clerk's Office (Name) after signing/dating lz3 - J3 (Date) CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: SUBJECT: Bond Acceptance I have received the bonds for ('`1r-`h 4.)(L 1 T'1 se., L• I� I(Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. 1v- OOCV2 j Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved I 121 12 OH U (Council Approval Date) CC No. Agenda Item No. I p b MSC No. City Clerk Vault No. 1,OD. LI5 Other No. SIRE System ID No. 2.9-$32J g:/forms/bond transmittal to treasurer 111-lat-Ak1�- eDDQpz R IA-Gf--S & k n s L LI 1 1T Cardinal Pipeline,L.P. ° r'}' a division of Crimson Midstream,LLC 2023 DEC 1 2 PM 3 30 Ci i Y C'.F 12/8/2023 4;!I»AT!7 TC.-: ^7 • .. City of Huntington Beach Public Works Department 2000 Main Street Huntington Beach, CA 92648 Subject: Bond# N-E000029 Replaces Bond#SU1173970 To whom it may concern: We are pleased to enclose the original of the above captioned bond issued as a replacement of Arch Insurance Company, Bond No.SU1173970. We ask that you please accept the enclosed bond and release Arch Insurance Company Bond No. SU1173970 as of November 22,2023 by either signing the enclosed release form or by issuing a letter of release and return along with the original bond directly to the surety, principal or to me as follows: Tannis Mattson,Alliant Insurance Services, Inc., 5444 Westheimer,Suite 900, Houston,TX 77056 Tannis.mattson@alliant.com • Miriam Ayala,Crimson Midstream LLC, 1900 Main Street,Suite 600, Irvine, CA 92614 mavala( crimsonpl.com Megan Laban,Arch Insurance Company, 2711 N. Haskell,Suite 1600, Dallas,TX 75204 mlaban@archinsurance.com We trust you will find the enclosed in complete order. However,should you have any questions or concerns, please do not hesitate to contact the undersigned directly. Sincerely, Miriam Ayala Operations Support • Enclosed 1900 Main Street,Suite 60o Irvine,CA 92614 Visit our web site at www:CrimsonMidstream.com Cardinal Pipeline,L.P. a division of Crimson Midstream,LLC 12/8/2023 Mail/Email To: Tannis Mattson Alliant Insurance Services, Inc. 5444 Westheimer,Suite 900 Houston,TX 77056 P:713-470-4165 E:tannis.mattson@alliant.com BOND RELEASE As of November 22,2023,the undersigned by these presents, does for.itself and its successors and assigns, unconditionally releases, and discharges Arch Insurance Company of and from all causes of action and all past and present claims and/or liability now or hereinafter arising under Bond No SU1173970 in the amount of$100,000.00 issued for City of Huntington Beach. This release shall cause this bond to be null and void and terminate any obligation of Arch Insurance Company under this bond. In witness whereof,the undersigned has caused these presents to be signed by it's duly authorized agent on the i3 day of „0.1K12r , 20 Z3 . City of Huntington Beach Public Works Department 2000 Main Street Huntington Beach,C 92648 By (Signature) (Please print or type name) 77f o P PUb?i . t (Title) 7l1/- 6-36-.S'-/c3 (Phone) 1900 Main Street,Suite 600 Irvine,CA 92614 Visit our web site at www.CrimsonMidstream.com *Replaces and Supersedes Arch Insurance Company Bond#SU 1173970,Effective 11/22/2023* Performance Bond BOND# N-E000029 (Continuous) • KNOW ALL MEN BY THESE PRESENTS:That we CARDINAL PIPELINE, L.P.,as Principal,and Indemnity National Insurance Company , a corporation duly incorporated under the laws of the State of MS and authorized to do business in the State of California,as Surety,are held and firmly bound unto CITY OF HUNTINGTON BEACH,as Obligee, in the penal sum of One Hundred Thousand and 00/100($100,000.00) Dollars,for the payment of which we hereby bind ourselves, our heirs,executors and administrators,jointly and severally,firmly by these presents. WHEREAS,the Principal has entered into a certain written contract with the Obligee described as:Franchise Agreement for the construction,operation and maintenance of a pipeline system for the transportation of oil,gas and other hydrocarbon substances dated February 14,2014,contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW,THEREFORE,THE CONDITIONS OF THIS OBLIGATION ARE SUCH,that if the Principal shall faithfully perform all duties of the Contract according to its terms,covenants and conditions,then this obligation shall be void,otherwise to remain in full force and effect. PROVIDED,HOWEVER,that 1. The term of this bond is for the period commencing on the 11/22/2023 and ending 11/22/2024 unless released by the Obligee prior thereto. However,the term of this bond will automatically renew for additional one-year period(s)unless the bond has been released by the Obligee. Any suite under this bond must be instituted before the expiration of 12 months from the date on which final payment falls due 2. Neither nonrenewal nor cancellation by the Surety, nor failure of the Principal to provide the Obligee with a replacement bond,shall constitute default under this bond. 3. In the event the Principal shall be declared by the Obligee to be in default under the Contract,the Obligee shall provide the Surety with a written statement setting forth the particular facts of said default no later than thirty(30)days from the date of said default,which notice shall be sent to the Surety by registered mail to the address stated in provision#6 below. 4. The Surety will have the right and opportunity,at its option,and in its sole discretion,to:a.)cure the default; b.)assume the remainder of the Contract and to perform or sublet same;c.)or to tender to the Obligee funds sufficient to pay the cost of completion less the balance of the Contract price up to an amount not to exceed the penal sum of the bond. In no event shall Surety be liable for fines, penalties, liquidated damages or forfeitures assessed against the Principal. 5. The Obligee's acceptance of this bond and reliance upon it as security constitutes its acknowledgement and agreement as to the terms under which is offered and issued by the Surety. 6. All notices,demands and correspondence with respect to this bond shall be in writing and addressed to: Indemnity National Insurance Company,238 Bedford Way,Franklin,TN 37064 Signed and sealed this 22nd day of Nov ,20 23. CARDINAL PIPELINE, L.P. Indemn' National Insure any BY: 1 L� 41 B • k Q�� o I ��! (` �� Sandra Parker,Attorney-in-Fact c o£T Q.4� � JL� (Name&Title) PRINCIPAL'S ACKNOWLEDGMENT State of County of ) On , before me personally appeared nown to me to be the person who executed the within instrument as on behalf of the , and acknowledged to me that said corporation executed the same. My Commission Expires , 20 WITNESS my hand and offi '=I seal. Signature (Seal) SURETY'S ACKNOWLEDGEMENT State.of Texas County of Hams ) On 11/22/2023 , before me Tannis Mattson personally appeared Sandra Parker known to me to be the person who executed the within instrument as Attorney-in-Fact on behalf of the Indemnity National Insurance Company , and acknowledged to me that said corporation executed the same. My Commission Expires February 11th , 20 24 WITNESS my hand and .44 seal. Signat 4P1 I' L -,��� �` -al) =o;' `�o Tannis Maipire ' 1 tson .p My s Tannis Mattson,Notary Public � � oz/1 v2o24 iizisf0IDD No.1010621 �. . CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 • - ---__ • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of ORANGE J} On DECEMBER 7. 20?3 before me, ANGIE ILLESCAS, A NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared MANDY KROETSCH Name()of Signer(() who proved to me on the basis of satisfactory evidence to be the person)whose name) is/afe-subscribed to the within instrument and acknowledged to me that44e/she/they executed the same iniiia/her/tim~ir authorized capacityhes};and that by his/her/t1,eir signature() on the instrument the person(), or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the 1 ,.< <.R ANGIE ILLESCAS 1 laws of the State of California that the foregoing o ". t COMM. #2416221 z ' paragraph Notary Public•California o is true and correct. 1 `` 1'' Los Angeles County My Comm,Expires Oct.8,2026/ WITNESS my hand and official seal. Signature Place Notary Seal and/or Stamp Above Signature of Notary Public NOTARY PUBLIC- CALIFORNIA LOS ANGELES COUNTY COMM.#2416221 MY COMM. EXPIRES OCT. 8, 2026 ©2019 National Notary Association Indemnity National'Insurance Company 238 Bedford Way Franklin,TN 37064 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that Indemnity National Insurance Company,a Mississippi corporation, (hereinafter the"Company"),does hereby constitute and appoint Sandra Parker,Stacy Killebrew, Megan Sivley, *"******Melissa Haddick,Orlando Aguirre,Tannis Mattson'*********************** of Alliant Insurance Services,Inc. to be its true and lawful Attorney-in-Fact,with full power and authority hereby conferred to sign,seal,and execute on its behalf surety bonds or undertakings and other documents of a similar nature issued in the course of its business up to a penal sum not to exceed *****"*******Twenty-Five Million Dollars($25.000.000.00) each, and to bind the Company thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Company. This appointment is made under and executed pursuant to and by authority of the following Minutes of Special Actions Taken by Written Consent of the Board of Directors,which is now in full force and effect: • Authorization to Appoint Attorneys-in-Fact and the Use of Facsimile Signatures and Facsimile Seals for the Purpose of Issuing Bonds: RESOLVED: That the president or any vice president may appoint attorneys-in-fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case,for and on behalf of the Company to execute and deliver and affix the seal of the Company to bonds and related obligatory certificates and documents;and any one of said officers may remove any such attorney-in-fact or agent and revoke any power previously granted to such person,whether or not such officer appointed the attorney-in-fact or agent. RESOLVED: That any bonds and related obligatory certificates and documents shall be valid and binding upon the Company, (i) when signed by the president,or any vice president,and sealed with the Company seal;or (ii) when duly executed and sealed with the Company seal by one or more attorneys-in-fact or agents pursuant to and within the limits of authority evidenced by the power of attorney issued by the Company to such person or persons a certified copy of which power of attorney must be attached thereto in order for such obligation to be binding upon the Company. RESOLVED: That the signature of any authorized officer and the seal of the Company may be affixed to any power of attorney or certification thereof authorizing the execution and delivery of any bonds and related obligatory certificates and documents of the Company and such signature and seal then so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF,this Power of Attorney has been subscribed by an authorized officer or official of the Company and the corporate seal of Indemnity National Insurance Company has been affixed thereto in Lexington,Kentucky this 20th day of August,2021. 4001110 Indemnity National Insurance Company rev. c SEAL .r AL ,,n "°' B 00/ * hos y Thomas F.Elkins,President State of Kentucky County of Fayette On this 20th day of August,2021,before me, a Notary Public,personally came Thomas F. Elkins, to me known, and acknowledged that he is President of Indemnity National Insurance Company;that he knows the seal of said corporation;and that he executed the above Power of Attorney and affixed the corporate seal of Indemnity National Insurance Company thereto with the authority and at the direction of said corporation. NOTARY'_ By A C. iOL a. Yillt.1 fe% Notary Public PUBUC My Commission Expires 09/26/2025 CERTIFICATE Notary ID Number.KYNP34336 I,James E.Hart,Secretary of Indemnity National Insurance Company,do hereby certify that the foregoing Power of Attorney is still in full force and effect,and further certify that the Minutes of Special Actions Taken by Written Consent of the Board of Directors are now in full force and effect. IN TESTIMONY WHEREOF I have subscribed my name and affixed the seal of said Company. Dated this 22nd day of November 20 23 ( m5 By /— 9931 rod/ am E.Hart,Secretary RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) after signing/dating (Date) CITY OF HUNTINGTON BEACH • INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: SUBJECT: Bond Acceptance I have received the bonds for C 'r n L1 (ADZ L, P. (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. N- 00002I Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT • Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved ' 121 12,01 y (Council Approval Date) CC No. Agenda Item No. MSC No. City Clerk Vault No. (OO. U 55 Other No. SIRE System ID No. 2 9132J g:/forms/bond transmittal to treasurer Cardinal Pipeline,L.P. a division of Crimson Midstream,LLC June 18, 2021 Public Works Department City of Huntington Beach, California 2000 Main Street Huntington Beach, CA 92648- Re: Cardinal Pipeline, L.P. Bond No. SU 1173970(Replacing Westchester Fire Insurance Co#K09058461) To Whom It May Concern: We are pleased to enclose the original of the above captioned bond issued as a replacement of Westchester Fire Insurance Company Bond No. K09058461. We ask that you please accept the enclosed bond and release Westchester Fire Insurance Company Bond No. K09058461 as of June 18, 2021 by either signing the attached release form or by issuing a letter of release and return along with the original bond directly to the surety, principal or to me as follows with an electronic copy by email: Laura Kneitz April Harvey Kyle Bambule Alliant Insurance Crimson Midstream Chubb Surety 5444 Westheimer Rd, Suite 900 3760 Kilroy Airport Way, Suite 300 400 Inverness Pkwy#300 Houston,TX 77056 Long Beach, CA 90806 Englewood,CO 80112 laura.kneitz@alliant.com aharvevOcrimsonpl.com Kyle.bambule(Wchubb.com We trust you will find the enclosed to be in complete order. However, should you have any questions or concerns, please do not hesitate to contact the undersigned directly at(562)285-4112. Best regards, ail C. Harvey 3760 Kilroy Airport Way,Suite 300 Long Beach,CA 90806 Visit our web site at www.CrimsonMidstream.com Mail/Email To: Laura Kneitz Alliant Insurance Services, Inc. 5444 Westheimer, Suite 900 Houston, TX 77056 P: (713)470-4147 E: Laura.Kneitz(a alliant.com BOND RELEASE As of June 18. 2021 the undersigned by these presents, does for itself and its successors and assigns, unconditionally releases and discharges Westchester Fire Insurance Company of and from all causes of action and all past and present claims and/or liability now or hereinafter arising under Bond No. K09058461 in the amount of $100,000.00 issued for Cardinal Pipeline, L.P.. This release shall cause this bond to be null and void and terminate any obligation of Westchester Fire Insurance Company under this bond. In witness whereof, the undersigned has caused these presents to be signed by it's duly authorized agent on the day of , 20_ Obligee Name/Address City of Huntington Beach, California City of Huntington Beach, California 2000 Main Street, Huntington Beach, CA 92648- By ( ignature ( -4:kG1 (Please print or type name I 1 Phone: /L/ ✓ • �(J s Replaced by:Arch Insurance Company Bond No. SU 1173970 This bond replaces and Supercedes Bond No. K09058461 issued by Westchester Fire Insurance Company Effective June 18,2021 Performance Bond BOND#SU 1173970 (Continuous) KNOW ALL MEN BY THESE PRESENTS: That we CARDINAL PIPELINE, L.P.,as Principal, and ARCH INSURANCE COMPANY, a corporation duly incorporated under the laws of the State of Missouri and authorized to do business in the State of California, as Surety, are held and firmly bound unto CITY OF HUNTINGTON BEACH, as Obligee, in the penal sum of One Hundred Thousand and 00/100($100,000.00) Dollars, for the payment of which we hereby bind ourselves, our heirs, executors and administrators,jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written contract with the Obligee described as: Franchise Agreement for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances dated February 14, 2014, contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE,THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that if the Principal shall faithfully perform all duties of the Contract according to its terms, covenants and conditions, then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, that: 1. The term of this bond is for the period commencing on the June 18, 2021 and ending June 18, 2022 unless released by the Obligee prior thereto. However, the term of this bond will automatically renew for additional one-year period(s) unless the bond has been released by the Obligee. Any suite under this bond must be instituted before the expiration of 12 months from the date on which final payment falls due 2. Neither nonrenewal nor cancellation by the Surety, nor failure of the Principal to provide the Obligee with a replacement bond, shall constitute default under this bond. 3. In the event the Principal shall be declared by the Obligee to be in default under the Contract, the Obligee shall provide the Surety with a written statement setting forth the particular facts of said default no later than thirty(30) days from the date of said default, which notice shall be sent to the Surety by registered mail to the address stated in provision #6 below. 4. The Surety will have the right and opportunity, at its option, and in its sole discretion, to: a.) cure the default; b.) assume the remainder of the Contract and to perform or sublet same; c.) or to tender to the Obligee funds sufficient to pay the cost of completion less the balance of the Contract price up to an amount not to exceed the penal sum of the bond. In no event shall Surety be liable for fines, penalties, liquidated damages or forfeitures assessed against the Principal. 5. The Obligee's acceptance of this bond and reliance upon it as security constitutes its acknowledgement and agreement as to the terms under which is offered and issued by the Surety. 6. All notices, demands and correspondence with respect to this bond shall be in writing and addressed to: The Surety at: Harborside 3, 210 Hudson Street, Suite 300, Jersey City, NJ 07311 The Principal at: 3760 Kilroy Airport Way, Ste 300, Lonq Beach, CA 90806 The Obligee at: 2000 Main Street, Huntington Beach, CA 92648 Signed and sealed this 18th day of June, 2021. CARDINAL PIPELINE, L.P. Arch Insuran e Compare(,(Seal) BY: %) BY( (Name&Title) Laura Kneitz, Attorney-in-Fact Bond No. SU 1173970 PRINCIPAL ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of vt� e ) On .,Ae. 1�5 , Lc:4_ before me, 1 �yv�a� � Q4.1A1r �-•- (insert name and title of the officer) personally appeared L v v x ton who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s)on the instrument the persons(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. REYNALDORODRIGUEZ Notary Public•California r 1, ., Los Angeles County �r Commission p 2346944 Signature C-T- (Seal) • My Comm.Expires Feb 14,2025 SURETY ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Texas County of Harris On June 18, 2021 before me Teresa D. Kelly (insert name and title of the officer) personally appeared Laura Kneitz who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s)on the instrument the persons(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Texas that the foregoing paragraph is true and correct. WITNESS my hand and official seal. TERESA D KELLY O�PPy ale`� Notary Public. State of Texas Signature s�-�� (Seal) : ...d� �N,;,,IV,;}Q� Comm Exp+res to•16-2022 '''Eo�� � Notary ID 7889074 AIC 0000332662 Bond No. SU 1173970 This Power ofAKorney limits the acts of those named herein,and they have no authority to bind the Company except in the manner and to the extent herein stated. Not valid for Note,Loan,Letter of Credit,Currency Rate,Interest Rate or Residential Value Guarantees. POWER OF ATTORNEY Know All Persons By These Presents: That the Arch Insurance Company,a corporation organized and existing under the laws of the State of Missouri,having its principal administrative office in Jersey City, New Jersey(hereinafter referred to as the"Company")does hereby appoint: Craig Payne,Dan W.Burton,Laura Kneitz,Megan Sivley and Teresa D.Kelly of Houston,TX(EACH) its true and lawfulAttomey(s)in-Fact,to make,execute,seal,and deliver from the date of issuance of this power for and on its behalf as surety,and as its act and deed: Any and all bonds,undertakings,recognizances and other surety obligations,in the penal sum not exceeding Ninety Million Dollars(90.000.000.00). This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein. The execution of such bonds,undertakings,recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative office in Jersey City,New Jersey. This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on December 11,2020,true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED,That the Chairman of the Board,the President,or the Executive Vice President,or any Senior Vice President,of the Surety Business Division,or their appointees designated in writing and filed with the Secretary,or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact,and to authorize them subject to the limitations set forth in their respective powers of attorney,to execute on behalf of the Company,and attach the seal of the Company thereto,bonds, undertakings,recognizances and other surety obligations obligatory in the nature thereof,and any such officers of the Company may appoint agents for acceptance of process." This Power of Attorney is signed,sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on December 11,2020: VOTED,That the signature of the Chairman of the Board,the President,or the Executive Vice President,or any Senior Vice President,of the Surety Business Division, or their appointees designated in writing and filed with the Secretary,and the signature of the Secretary,the seal of the Company,and certifications by the Secretary,may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on December 11,2020,and any such power so executed,sealed and certified with respect to any bond or undertaking to which it is attached,shall continue to be valid and binding upon the Company.In Testimony Whereof,the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers,this 11th day of Anril,2021 Attested and Certified 00 i Arch Insurance Co pany � � IJfV "'_ O • I tlZifttt7YtAYE , \t0 f SF,hl, Regan A.Shulman,Secretary +¢+ 19T1 Stephen C.Ruschak,Executive Vice President STATE OF PENNSYLVANIA SS M13�aYi COUNTY OF PHILADELPHIA SS I,Michele Tripodi,a Notary Public,do hereby certify that Regan A.Shulman and Stephen C.Ruschak personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company,a Corporation organized and existing under the laws of the State of Missouri,subscribed to the foregoing instrument,appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. _ rr(JA �, q coMMONWEALTH OF PENNSYLVANIA �4..L, otoTAVWW1 YWPoDI,Rowdy Pt ttc f[ty ai Paavi tphta,Phtta,County Michele Tripodi,Notary Public M1,Coraralssite rapbesJuly 11,70Q1 My commission expires 07/31/2021 CERTIFICATION I,Regan A.Shulman,Secretary of the Arch Insurance Company,do hereby certify that the attached Power of Attorney dated Atoll 11,2021 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate;and I do further certify that the said Stephen C.Ruschak,who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this18th day of June , 20 21 • Regan A.Shulman,Secretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. '1�x,nce e PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS: Oa Arch Insurance—Surety Division S 9 (yUitfOMTE 3 Parkway,Suite 1500 0 S� Philadelphia,PA 19102 1971 M4ss4ur� To verify the authenticity of this Power of Attorney,please contact Arch Insurance Company at SuretyAuthentic@archinsurance.com Please refer to the above named Attorney-in-Fact and the details of the bond to which the power is attached. AICP0A040120 Printed in U.S.A. CONTINUATION CERTIFICATE The Westchester Fire Insurance Company (hereinafter called the Surety) hereby continues in force its Bond No. K09058461 in the sum of One Hundred Thousand Dollars and 00/100 ($100,000.00) Dollars, on behalf of Cardinal Pipeline, L.P. in favor of City of Huntington Beach, California subject to all the conditions and terms thereof through October 22, 2018 at location of risk. This Continuation is executed upon the express condition that the Surety's liability shall not be cumulative and shall be limited at all times by the amount of the penalty stated in the bond. IN WITNESS WHEREOF, the Surety has caused this instrument to be signed by its duly authorized Attorney -in -Fact and its corporate seal to be hereto affixed this 8tn day of August, 2017. Westchester Fire Insurance Company Surety Stepha ie Gunderson, Attorney -in -Fact Power of WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents: That WESTCIESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit: "RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written comnti tments of the Company entered into the ordinary course of business (each a "Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed attomey-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such persons written appointment as such attomey-in-fact . - (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attomey-in-fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Written Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification crone or more particular Written Commitments. (4) Each _of the Chairman, the President and Vice Presidents of the Company in hereby authorized, for and on behalf of the Company, to delegate in writing any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification maybe by general type or class of Written Commitments or by specification of one or more particular Written Commitments. - (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation. - - FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested. Does hereby nominate, constitute and appoint Florence McClellan, John A Martinez, Kristin Darling, Lauren Strahm, Robert F Bobo, Stephanie Gunderson, all of the City of HOUSTON, Texas, each individually if there be more than one named, its true and lawful attorney -in -fact, to make, execute, seal and deliver on its behalf, and as its act and deed any and all bonds, undertakings, recognizances, contracts and other writings in the nature thereof in penalties not exceeding Twenty Five million dollars & zero cents ($25,000;000.00) and the execution of such writings in pursuance of these presents shall be as binding upon said Company, as fully and amply as if they had been.duly executed and acknowledged by the regularly elected officers ofthe Company at its principal office, IN WITNESS WHEREOF, the said Stephen M. Haney, Vice -President, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 12 day of February 2016. WESTCHESTER FIRE INSURANCE COMPANY Ai Stephen M. Haney. . Vice [Wsidenr CS COMMONWEALTH OF PENNSYLVANIA COUNTY OF'PHILADELPHIA ss. On this 12 day of February, AD. 2016 before me, a Notary Public of the Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M. Haney ,Vice -President of the WESTCHESTER FIRE INSURANCE COMPANY to me personally known to be the individual and officer who executed the `preceding instrument, and he acknowledged that he executed the same, and that the seal affixed to the preceding instrument is the corporate seal of said Company; that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation, and that Resolution, adopted by the Board of Directors of said Company, referred to in the preceding instrument, is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Philadelphia the day and year first above written. c�,aY .: �,trNlri�rau+t+snv�taw . KAM F111IM1 DT,14ftq Ptabfts I, the undersigned Assistant Secretary of the. WESTCHESTER FIRE INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect. R rn In witness whereof, I have hereunto subscribed my name as Assistant Secretary, and affixed the corporate seal of the Corporation, this `� day of. OL"( if l� � A'i7l:am L. Krliy, Assixultil txielAry `f THIS POWER OF'ATTORNEY NI AY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER February 12, 201 S. DocuGard ;r'04546 contains a secsrih,, pantograph, blue backgiouna near -sensitive ink. corn -react w- roaten-,tai k,and microtext minting on border CARDINAL PIPELINE August 11, 2017 City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Cardinal Pipeline — City of Huntington Beach Dear City Clerk: REGULAR/CERTIFIED MAIL Enclosed is Cardinal Pipeline's bond for the City of Huntington Beach. If you have any questions please contact April Harvey at (562) 285-4112 or via email at aharvey@crimsonpl.com Sincerely, Cordelia Cisneros 0. zc�:; o.<� -.i _ M n � N Pipeline SMS 3760 Kilroy Airport Way, Suite 300, Long Beach, CA 90806 RECEIVED BY: (Name) (Name) / / C;7 (Date) • u y� CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: SUBJECT: Bond Acceptance I have received the bonds for (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other f ,�f — �c�iV7``/�u-a; ��sIJ C_.E;� TiGi� 1�, % �.���U 4-6 Re: Tract No. Approved %A (Council Approval Date) CC No. Agenda Item No. r� MSC No. City Clerk Vault No. 600 Other No. SIRE System ID No. /--x1 7<=��. g:/forms/bond transmittal to treasurer RECEIVED BY: (Name) (Date) • TO: FROM: DATE: SUBJECT CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION City Treasurer City Clerk za Bond Acceptance I have received the bonds for (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other — �D/J7 /nJt-�'`���1���� e7Z6 ` Re: Tract No. Approved (Coup it Approval Date) CC No. Agenda Item No. MSC No. City Clerk Vault No.��� ��— Other No. SIRE System ID No. g:/forms/bond transmittal to treasurer Westchester Fire Insurance Company Date Generated: 10/07/2016 CONTINUATION CERTIFICATE The company indicated above, hereinafter called the "Company" as Surety on Bond # K09058461 in the sum of One hundred thousand dollars & zero cents ($100,000.00) on behalf of Cardinal Pipeline, L.P. 3780 Kilroy Airport Way, Suite 400 Long Beach, CA 90806, Principal, in favor of City of Huntington Beach, Obligee, hereby certifies that this bond is continued in full force and effect from the 22nd day of October 2016 to the 22nd day of October 2017, subject to all covenants and conditions of said bond. This bond has been continued in force upon the express condition that the full extent of the Company's liability under said bond and all continuations thereof for any loss or series of losses occurring during the entire time the Company remains on said bond shall in no event exceed the sum of the bond. In witness whereof the Company has caused this instrument to be duly signed, sealed and dated as of the 7th day of October 2016. Please mail Inquiries to: Westchester Fire Insurance Com Surety Stephan e Gunderson, Attomey-in-fact ACE Surety Underwriting Services 436 Walnut Street, WA10H Philadelphia, PA 19106-3703 Phone 1-800-392-3770 Notice: The U.S. Foreign Account Tax Compliance Act (FATCA) became law in March 2010 and became effective July 1, 2014. The law is enforced by the U.S. Internal Revenue Service (IRS). Pursuant to FATCA, brokers, producers, agents and/or clients may need to obtain withholding certificates (one of the Form W-8 series ("W-8") or Form W-9) from insurance companies. Brokers, producers, agents and/or clients doing business with ACE U.S. domestic insurers can obtain a copy of the W-9 for each ACE U.S. domestic insurer or W-8 BEN-E for ACE's foreign entities by going to the ACE FATCA information page at htto://www.aceorouo.com/us-en/businesses/foreion-account- tax-comolia nce-act-fatca. asp . If you have questions, please feel free to contact fatcacomolianceaaceorouo.com. Power of WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit: .'RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into the ordinary course of business (each a "Written Commitment'): - (1) Each of the Chairman, the President and the Vice Presidents of the Cumpany is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed attomey-in-fact of the Company is hereby authonzed to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such persons written appointment w such attomey-in-fact,. (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attomey-in-fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Written Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification ofone or more particular Written Commitments. (4) Each of the Chairman, the President and Vice Presidents of the Company in hereby authorized, for and on behalf of the Company, to delegate in writing any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments: (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, maybe affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested, Does hereby'notninate, constitute and appoint Florence McClellan, John A Martinez, Kristin Darling, Robert F Bobo, Stephanie Gunderson, all of the City of HOUSTON, Texas, each individually if there be more than one named, its true and lawful attorney -in -fact, to make, execute, seal and deliver on its behalf, and as its act and deed any and all bonds, undertakings, recognizances, contracts and other writings in the nature thereof in penalties not exceeding Twenty Five million dollars & zero cents ($25,000,000.00) and the execution of such writings in pursuance of these presents shall be as binding upon said Company, as fully and amply as if they had been duly executed and acknowledged by the, regularly elected officers of the Company at its principal office, IN WITNESS WIIEREOF, the said Stephen M. Haney, Vice -President, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 23 day of March 2016. WESTCHESTER FIRE INSURANCE COMPANY ..r Stephen M. Hancy , Vice President COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ss. On this 23 day of March, AD, 2016 before me, a Notary Public of the Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M. Haney ,Vice -President of the WESTCHESTER FIRE INSURANCE COMPANY to me personally known to be the individual and officer who executed the preceding instrument, and he acknowledged that he executed the same, and that the seal affixed to the preceding instrument is the corporate seal of said Company; that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation, and that Resolution, adopted by the Board of Directors of said Company, referred to in the preceding instrument, is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Philadelphia the day and year first above written. -. }�� ����,i _ 1HOF►llWlWrYLVANtA-: alb. . - MQTAi11AL 6EAL o� h .Y r KAAEM E-ew�MOT,� Pubic to I, the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect. In witness whereof, I have hereunto subscribed my name as Assistant Secretary, and affixed the corporate seal of the Corporation, this ] day of October 2016 .a.4.� �a1 A'i7l:atn L. Kel'ry, AsYiWtnl nctttmy \�Zo, THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER March 23, 2018. DocuGard:'04546 contains 3 securihj pantograph, blue backorcurd, neat-sensitiv6 ink, coin -reactive !watermark, and mic;oteAfi printing on bordsr. CARDINAL PIPELINE, LP October 14, 2016 City Clerk City of Huntington Beach 2000 Main St. Huntington Beach, CA 92648 RE: Cardinal Pipeline — City of Huntington Beach Dear City Clerk: REGULAR / CERTIFIED MAIL Enclosed is Cardinal Pipeline's bond for the City of Huntington Beach. If you have any questions please contact April Harvey at (562) 285-4112 or via email at aharvey@crimsonpl.com. Sincerely, Sarah Rainey 3780 Kilroy Airport Way, Suite 400 Long Beach, CA 90806 Visit our web site at www.crimsonpl.com ���*,z "!�`'�: �� i�},'��,j'"p+*rr•��,m`�'~s`� wd sz, akl/sr�-a<a-x�grw'KBx -�i4s" RECEIVED BY, ` L { (Name) t 5 (Date) i ` '"i` � �\.`i ' si , .: • w � - r r `^'� r `wyR�•Y��f slr,�l i.7.w,o+�'arr � h-5` , � ie CITY CLERK RECEIPT COPY Return DUPLICATE' to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO City Treasurer FROM City Clerk / DATE- / i SUBJECT Bond Acceptance I have received the bonds for CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other —�C ',INGCr4T7����yG1��" Re: Tract No CC No MSC No _ Other No'r� g /forms/bond transmittal to treasurer (Company Name) I Approved P` (CouriciApproval ate) Agenda Item No / 9 // - City Clerk Vault No "j SIRE System ID No i Dept ID ED 15-29 Page 1 of 2 Meeting Date 11/16/2015 D✓tom /-�.c. /.vr u e��•J 6 ,9A0101-6t -7 -(- CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 11/16/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director, Office of Business Development SUBJECT: Approve for introduction, Ordinance No 4075 providing consent to the assignment of the Paramount Petroleum Franchise Agreement to Cardinal Pipeline, L P for the installation, operation, and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances Statement of Issue Paramount Petroleum Corporation has a Franchise Agreement with the City and has requested to assign the Franchise Agreement to Cardinal Pipeline Corporation Pursuant to the Franchise Agreement, all transfers or sales must be approved by the written consent of the City Council Financial Impact There is no fiscal impact as the assignment will not change the terms of the Franchise Agreement Recommended Action Approve for introduction Ordinance No 4075, "An Ordinance of the City of Huntington Beach Providing Consent to the Assignment of the Paramount Petroleum Corporation Franchise to Cardinal Pipeline L P " to construct, operate and maintain a Pipeline System for the transportation of oil Alternative Action(s) Do not approve the Ordinance and direct staff accordingly Analysis On February 3, 2014, the City Council approved the Franchise Agreement between the City and Paramount Petroleum Corporation (Paramount) for the installation, operation, and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances The pipeline system consists of approximately 86,400 linear feet of six-inch, 10-inch and 12-inch diameter pipe In October, the City received a request to assign the Paramount Franchise Agreement to Cardinal Pipeline, L P , pursuant to Section 11 of the Franchise Agreement The Franchise may not be transferred, leased or assigned except by written consent of the City Council No other action is initiated by this assignment request Cardinal Pipeline has provided the insurance and the Franchise Bond and is in full compliance to request the assignment The City Council is asked to approve the Assignment Item 19. - 1 HB -430- Dept ID ED 15-29 Page 2 of 2 Meeting Date 11/16/2015 Environmental Status Not Applicable Strategic Plan Goal Enhance and maintain Infrastructure Attachment(s) 1 Letter requesting Assignment 2 Revised Bond 3 Insurance 4 Ordinance No 4075, "An Ordinance of the City of Huntington Beach Providing Consent to the Assignment of the Paramount Petroleum Corporation Franchise to Cardinal Pipeline L P" Hs -431- Item 19. - 2 A Iff 9 H m Ai AM USA James A Ranspot Senior Vice President & General Counsel Telephone 972 367 3614 Fax 972 367 3724 Email fames ranspot@alonusa com Web www alonusa com October 2, 2014 City of Huntington Beach City Clouncil 2000 Main Street Huntington Beach, CA 92648 Re Consent to Assignment, Ordinance No 4008 To whom it may concern Paramount Petroleum Corporation ("Paramount") and Cardinal Pipeline, L P ("Cardinal") have entered into that certain Purchase and Sale Agreement ("Agreement"), dated September 23, 2014, pursuant to which Paramount transferred to Cardinal all of its right, title and interest in and to certain pipelines to Cardinal Paramount and Cardinal closed their transaction on September 24, 2014 Paramount, or its predecessor-m-interest, has entered into that certain instrument attached hereto, which requires your consent to assignment The Agreement requires Paramount to assign the instrument to Cardinal Paramount and Cardinal request your consent to the proposed assignment, effective as of the closing of the Agreement Please evidence your consent by executing and returning the enclosed duplicate copy of this letter in the postage -paid envelope enclosed for your convenience If you have any questions, please contact Paramount's representative, Steve Peyton at (562) 531-2060 x2751, or Cardinal's representative, April Harvey at (562) 285-4112 Thank you for your assistance cerely, s Ranspot ice President, General Counsel, and Secretary, Paramount Petroleum Corporation ACCEPTED AND AGREED this day of , 2014 LM Title Date cc Cardinal Pipeline, L P T T AL ACHMENT #2 RECEIVED BY (Name) (Date) TO FROM DATE SUBJECT CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION City Treasurer City Clerk Bond Acceptance I have received the bonds for CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No CC No MSC No _ Other No.� g /forms/bond transmittal to treasurer (Company Name) / / )-c���L=� Approved (Coun pprova ate) Agenda Item No. City Clerk Vault No C SIRE System ID No CONTINUATION CERTIFICATE The Westchester Fire Insurance Company (hereinafter called the Surety) hereby continues in force its Bond No K09058461 in the sum of One Hundred Thousand Dollars and 00/100 ($100,000 00) Dollars, on behalf of Cardinal Pipeline, L P in favor of City of Huntington Beach, California subject to all the conditions and terms thereof through October 22, 2016 at location of risk This Continuation is executed upon the express condition that the Surety's liability shall not be cumulative and shall be limited at all times by the amount of the penalty stated in the bond IN WITNESS WHEREOF, the Surety has caused this instrument to be signed by its duly authorized Attorney -in -Fact and its corporate seal to be hereto affixed this 13 day of August, 2015 Westchester Fire Insurance Company Surety By 14(r LD • ✓ ��' �' / Mona D Weaver Attorney -in -Fact wac�oar S 10 E t,neon doe Ste 700 Denvet �- 0 �02 11 ?906 0) 417 o000 - FAX iO3 �h r 100 wwvN tockron &)m Power of WESTCHESTER FIRE INSURANCE COMPANY Aitorney Know all men by these presents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit "RESOLVED, that the foltowrng authonzaiwns relate to the execution, for and on behalf of the Company, ofbonds, undertakings, recogmzances, contracts and other written commitments of the Company entered into the ordinary course of busmess (each a "Written Commitment") (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise (2) Each duly appointed attomey4n-fact of the Company is hereby authorized to execute any Written Commitment for and on behalfof the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powersprovided for in such persons written appointment as such attomey-m-fact (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attorney-m-fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise such Written Commtments of the Company as maybe specified in such written appointment which specification maybe by general type or class of Written Commitments or by specification of one or more particular Written Commitments (4) Each of the Chairman, the President and Vice Presidents of the Company in hereby authonzed, for and on behalf of the Company to delegate in writing any other officer of the Company the authority to execute, for and on behalfof theCompany, under the Company's seal or otherwise such Written Commitments of the Company as are specified in such wnttm delegation, which specification maybe by general type or class of Wrtnen Commitments at by specification of one or more particular Written Commitments (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution and the seal of the Company may be affixed by facsimile on such Written Commitment or written appointment or delegation FURTHER RESOLVED that the foregoing Rewlotion shalt not be deemed to bean exclusive statement of the powers and authority of officers, employees and otherpersons toscifor and on behalf of the Company, and such Resolution shall notlimtt or otherwise affect the exercise of any such poweror authority otherwise validly granted or vested Does hereby nominate, constitute and appoint Angela M Tindol, Anuj Jam, Charles M McDaniel, John Browning, Mary Ashley Allen, Mona D Weaver, Sheila J Montoya, all of the City of DENVER, Colorado, each individually if there be more than one named, its true and lawful attorney -in -fact, to make, execute, seal and deliver on its behalf, and as its act and deed any and all bonds, undertakings, recognizances, contracts and other writings in the nature thereof in penalties not exceeding Ten million dollars & zero cents ($10,000,000 00) and the execution of such writings in pursuance of these presents shall be as binding upon said Company, as fully and amply as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office, IN WITNESS WHEREOF, the said Stephen M Haney, Vice -President, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 13 day of May 2015 WESTCHESTER FIRE INSURANCE COMPANY ZZ&�4� M 1__A____ Stephen M. Ilancy , vice Prrestdeat COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ss On this 13 day of May, AD 2015 before me, a Notary Public of the Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M Haney ,Vice-Prestdent of the WESTCHESTER FIRE INSURANCE COMPANY to me personally known to be the individual and officer who executed the preceding instrument, and he acknowledged that he executed the same, and that the seal affixed to the preceding -instrument is the corporate seal of said Company, that the satd corporate seal and his signature were duly affixed by the authority and direction of the said corporation, and that Resolution, adopted by the Board of Directors of said Company, referred to in the preceding instrument, is now in force IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Philadelphia the day and year first above written y� ,�i'�-_F N�t,}f �h R1Twi��t �'J'i,R=�+�i,� ♦��A IUiAEF1 E $RAlWi, l!lo� .dy C"1tEf'X tY+vr' Lam• %eiial]` PITdie I, the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect In witness whereof, I have hereunto subscribed my name as Assistant Secretary, and affixed the corporate seal of the Corporation, thisl 3 day of AUCgUS t 2 01 5 wpl.am L J:el:y, Asxistani acn-tmy� THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER May 13, 2017 Sit SENSITIVE aye` O S ©ocuGard t04546 contains a sectinty pantograph, blue background heat -sensitive ink, corn -reactive watermark, and mierotext printing on border oFs�TN NEAT oPto� ATTACHMENT «- g��»« %--w&f�_ \Jz . _ � 4 �°-` ; .- � -%\ -��&\>`»��2 �� § \��^`_\ ? } . \ » _ . ACCPRv® CERTIFICATE OF LIABILITY INSURANCE 6/l/2016 DATE(MM/DDmrYY) 9/22/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s) PRODUCER Lockton Companies 8110 E Union Avenue Suite 700 Denver CO 80237 NAMEACT PHONE FAX A/C No E-MAIL ADDRESS (303) 414-6000 INSURERS AFFORDING COVERAGE NAIC# INSURER A Federal Insurance Com an 20281 INSURED Cardinal Pipeline LP 1333809 3780 Kilroy Airport, Suite 400 INSURER B Steadfast Insurance CompanyCompuy 26387 INSURER C Illinois Union Insurance Company 27960 INSURER D Endurance American Insurance Company 10641 Long Beach, CA 90806 INSURER E INSURER F COVERAGES CRIRE01 CERTIFICATE NUMBER 13681461 REVISION NUMBER* XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE DF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF XP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fil OCCUR Y N 35907648 6/1/2015 6/1/2016 EACH OCCURRENCE $ 1,000,000 DAMAGETO PREMISES Ea oNcTu ence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY PRO- LOC JECT $ OTHER A AUTOMOBILE LIABILITY Y N 73581768 6/1/2015 6/1/2016 BINED Ea acGden SINGLE LIMIT $ 1 000 000 BODILY INJURY (Per person) $ XXXXXXX X ANY AUTO BODILY INJURY (Per aGGident) $ XXXXXXX ALL OWNED X SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS PROPERTY DAMAGE Per acaden[ $ XXXXXXX $XXXXXXX A X UMBRELLA LIAB X OCCUR N N 79879142 6/1/2015 6/1/2016 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 1 O 00O 000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ XXXXXXX A WDRKERS COMPENSATIONPER AND EMPLOYERS LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED N❑ (Mandatory in NH) N / A N 71746578 6/1/2015 6/1/2016 OTH- STATUTE X ER E L EACH ACCIDENT $ 1.000.000 E L DISEASE - EA EMPLOYEE $ 1,000,000 E L DISEASE - POLICY LIMIT $ 1,000,000 yes, describe under DESCRIPTION OF OPERATIONS below B C D Pollution XS Pollution XS Umbrella N N EPC924428601 EXCG2706083302 EXCI0005013101 6/1/2014 6/l/2014 6/1/2015 6/1/2016 6/1/2016 6/1/2016 $25,000,000 $25,000,000 $10,000,000 Ea Occ & Agg DESCRIPTIDN DF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Huntington Beach, Its officers, elected or appointed officials, employees, agents and volunteers are additional insured per blanket additional insured form #42-02-1678 as respects liability arising out of action performed by or on behalf of the named insured as required by written contract with respect to the General Liability Policy #35907648 and Auto Liability Policy #7358-17-68 General Liability Insurance coverage is primary insurance as respects to City, its agents, officers and employees Any insurance or self-insurance maintained by the City, its agents, officers and employees is excess of the submitted insurance and will not contribute with it APPROVED AS TO FORM DEK 13681461 City of Huntington beach 2000 Main Street Huntington Beach CA 92648 vs Gates, City Attom�y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHDRIZED Cbaelks 9. 9�6�aia,/ 'E1988-'2014ACORDCORPOFETkTION All rights reserved ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Insuring Agreement Named Insured and Mailing Address Crimson Midstream, LLC 1801 California Stree, Suite 3600 Denver, CO 80202 Producer No 0015192-99999 Producer LOCKTON COMPANIES LLC (DENVER SERIES) 444 W 47th St , Suite 900 Kansas City, MO 64112-1906 Company and Policy Period Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Policy Number 3590-76-48 DAL Effective Date JUNE 01, 2015 Issued by the stock insurance company indicated below, herein called the company FEDERAL INSURANCE COMPANY Incorporated under the laws of INDIANA Insurance is issued by the company in consideration of payment of the required premium This policy is issued for the period 12 01 AM standard time at the Named Insured's mailing address shown above From JUNE 1, 2015 To JUNE 1, 2016 Your acceptance of this policy terminates, effective with the inception of this policy, any prior policy of the same number issued to you by us This Insuring Agreement together with the Premium Summary, Schedule Of Forms, Declarations, Contracts, Endorsements and Common Policy Conditions comprise this policy In Witness Whereof, the company issuing this policy has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless also signed by a duly authorized representative of the company 80-02-9800 (Rev 12-08) Insunng Agreement Page 1 of 1 Miscellaneous Attachment M510137 Master ID 1333809, Certificate 1D 13681461 Policy Conditions Endorsement Policy Period JUNE 01, 2015 TO JUNE 01, 2016 Effective Date JUNE 01, 2015 Policy Number 3590-76-48 DAL Insured CRIMSON MIDSTREAM, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms PROPERTY DECLARATIONS LIABILITY DECLARATIONS INTERNATIONAL WORKERS COMP The Named Insured is amended to include the following Named Insured CRIMSON MIDSTREAM, LLC CRIMSON PIPELINE, LP CRIMSON CALIFORNIA PIPELINE, LP CRIMSON PIPELINE MANAGEMENT, INC CARDINAL PIPELINE, LP CP DOWNSTREAM CORP CP DOWNSTREAM LP CP HOLDINGS LLC CR INCENTIVE, LLC CRIMSON ENVIRONMENTAL LLC NGP CRIMSON HOLDINGS, LLC PIKE CAPITAL DELTA TRADING, LP CRIMSON GULF, LLC CRIMSON PLAQUEMINES, LLC Policy Conditions Form 80-02-9301 (Ed 2-98) Miscellaneous Attachment M491914 Master ID 1333809, Certificate ID 13681461 Named Insured Endorsement Page 1 Liability Insurance Endorsement Policy Penod Effective Date Policy Number Insured JUNE 01, 2015 TO JUNE 01, 2016 JUNE 01, 2015 3590-76-48 DAL CRIMSON MIDSTREAM, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS Conditions Other Insurance - Primary, Noncontributory Insurance- Scheduled Person Or Organization UnderConditions,the followingprovisiorns added to the conditiontitled Other Insurance If you are obligated, pursuantto a written contractor agreement,to providethe person or organizationdescribed in the Schedule(that is also included in the Who Is An Insuredsection of this contract)with primarymsurancesuch as is afforded by this policy, then this insuranceis primary and we will not seek contributionfrom msuranceavadableto such personor organization Schedule CARDINAL PIPELINE, LP CRIMSON CALIFORNIA PIPELINE, LP CRIMSON PIPELINE, LP CRIMSON PIPELINE MANAGEMENT, LP All otherterms and conditionsremam unchanged Liability Insurance conditions - Other Insurance - Primary, Noncontributory Insurance - Scheduled Person Or Organization Form 80-02-2653 (Rev 7-09) Endorsement Page 1 Miscellaneous Attachment M491918 Master ID 1333809, Certificate ID 13681461 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Ed. 7-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which it is attached effective on the Inception date of the policy unless a different date is indicated below (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy ) This endorsement, effective on 06/01/15 at 12 01 A M standard time, forms a part of (DATE) Policy No (16)7174-65-78 of the FEDERAL INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to CRIMSON MIDSTREAM, LLC Endorsement No We have the right to recover our payments from anyone liable for an injury covered by this policy We will not enforce our right against the person or organization named in the Schedule The additional premium for the blanket waiver offered by this endorsement shall be 1 00% of total California premium Schedule Person or Organization BLANKET WAIVER - ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 (Ed 7-08) Miscellaneous Attachment M510141 Master ID 1333809, Certificate ID 13681461 Job Description ALL CALIFORNIA OPERATIONS WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC42 03 04 B (Ed 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated (The Information Is required only when this endorsement is Issued subsequent to preparation of the policy) This endorsement, effective on 06/01/15 (DATE) Policy No (16) 7174-65-78 of the issued to Crimson Midstream, LLC at 12 01 A M standard time, forms a part of Federal Insurance Company ( NAME OF INSURANCE COMPANY) This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3 A of the Information Page We have the right to recover our payments from anyone liable for an injury covered by this policy We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations descnbed in the Schedule where you are required by a written contract to obtain this waiver from us This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule The premium for this endorsement is shown in the Schedule Schedule 1 ( ) Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver 2 Operations 3 Premium The premium charge for this endorsement shall be 2 00 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described 4 Advance Premium WC42 03 04 B (Ed 6-14) Miscellaneous Attachment M510170 Master ID 1333809, Certificate ID 13681461 Language From Form 07-02-0815 (Rev 7-01) for Crimson Midstream LLC Coverage Territory With respect to Excess Follow -Form Coverage A, this insurance applies Excess Follow -Form anywhere that the applicable underlying insurance applies Coverage A Umbrella Coverage B With respect to Umbrella Coverage B, this insurance applies anywhere With respect to Excess Follow -Form Coverage A, the following persons and Who Is An Insured/ organizations qualify as insureds Excess Follow -Form . the Named Insured shown in the Declarations, and Coverage A . other persons or organizations qualifying as an insured in underlying insurance , but not beyond the extent of any limitation imposed under any contract or agreement Who IS An With respect to Umbrella Coverage B, the following persons and organizations Insured/Umbrella qualify as insureds Coverage B Sole Propnetorships If you are an individual, you and your spouse are insureds, but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner If you die ® persons or organizations having proper temporary custody of your property are insureds, but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed, and ® your legal representatives are insureds, but they are insureds only with respect to their duties as your legal representatives Such legal representatives will assume your rights and duties under this insurance Partnerships Or Joint If you are a partnership (including a limited liability partnership) or a joint Ventures venture, you are an insured Your members, your partners and their spouses are insureds, but they are insureds only with respect to the conduct of your business Miscellaneous Attachment M510177 Master ID 1333809, Certificate ID 13681461 Liability Insurance Endorsement Policy Penod JUNE 1, 2015 to JUNE 1, 2016 Effective Date JUNE 1, 2015 Policy Number 3590-76-48 DAL Insured CRIMSON MIDSTREAM, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms GENERAL LIABILITY Who Is An Insured Designated Persons Or Organizations Under Who Is An Insured, the following provision Is added Any person or organization designated below is an insured, but they are insureds only with respect to their liability arising out of your acts or failure to act Designated Insured ANY PERSON OR ORGANIZATION BUT ONLY TO THE EXTENT SPECIFIED UNDER WRITTEN CONTRACT SIGNED PRIOR TO THE DATE OF AN OCCURRENCE COVERED BY THIS POLICY All other terms and conditions remain unchanged Liability Insurance Who Is An Insured - Designated Person Or organization For Insured's Conduct Form 42-02-1678 (Ed 10-01) Endorsement Miscellaneous Attachment M510191 Master ID 1333809, Certificate ID 13681461 Page 1 EXCESS LIABILITY COVERAGE FOLLOW FORM (SHORT FORM) Read the entire policy carefully to determine rights, duties and what is and is not covered Throughout this policy the words "you" and "your" refer to the Named Insured The words "we", "us" and "our" refer to the Company providing this insurance The word "insured" means any person or organization qualifying as such in the "first underlying insurance" which is the controlling policy listed in Item 5 of the Declarations, unless designated otherwise in the Declarations Other words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITIONS Section or the specific policy provision where they appear In consideration of the payment of the premium and in reliance upon the statements in the Declarations, we agree with you to provide coverage as follows INSURING AGREEMENTS (.COVERAGE We will pay on behalf of the insured the amount of "loss" covered by this insurance in excess of the "underlying limits of insurance" subject to the LIMITS OF INSURANCE Section This policy will follow form to the terms, conditions, definitions, and exclusions of the "first underlying insurance" in effect the first day of the Policy Period, except to the extent that the terms, conditions, definitions, and exclusions of this policy differ from the "first underlying insurance " In no event shall this policy provide broader coverage than is provided by any policy in the "underlying insurance" shown in Item 5 of the Declarations, except if specifically provided otherwise by endorsement II. LIMITS OF INSURANCE A The Each Occurrence limit stated in Item 4 of the Declarations is the most we will pay for all "loss" arising out of any one occurrence to which this policy applies B The aggregate limit shown in Item 4 of the Declarations is the most we will pay for all "loss" that is subject to an aggregate limit provided by the "first underlying insurance" and shall apply in the same manner as the aggregate limits provided by the "first underlying insurance" C This policy applies only in excess of the "underlying limits of insurance" and only after the "underlying limits of insurance" have been exhausted III. DEFENSE We will follow the Defense provisions of the "first underlying insurance" In the event there are no Defense provisions contained in the "first underlying insurance", we will have the right, but not the duty to be associated with you or your underlying insurer or both in the investigation of any claim or defense of any suit which in our opinion may create liability to our policy for "loss " If we exercise such right, we will do so at our own expense, but we will have no such expense obligation or liability once the Limits of Insurance are exhausted IV. PREMIUM If any additional premium charge is made to the "underlying insurance" during the Policy Period or if there is an increase in the risk assumed by us, our premium may be adjusted V. DEFINITIONS A "Loss" means those sums actually paid in the settlement or satisfaction of a claim which you are legally obligated to pay as damages, including but not limited to "bodily injury" and "property damage", after making proper deductions for all recoveries and salvage B "Underlying limits of insurance" means the sum of the limits of all applicable "underlying insurance" listed in Item 5 of the Declarations, including self -insured retentions (SIRs), deductibles or other forms of insurance or self-insurance applicable to a given claim or occurrence Miscellaneous Attachment M510196 Master ID 1333809, Certificate ID 13681461 VI CONDITIONS A. Changes This policy can only be changed by a written endorsement signed by one of our authorized representatives that becomes a part of this policy B. First Named Insured Duties The person or organization first named in Item 1 of the Declarations is responsible for the payment of all premiums The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that become payable C Maintenance of "Underlying Insurance" During the period of this policy, you agree to keep all "underlying insurance" in full force and effect and that the "underlying limits of insurance" will be maintained, except to the extent such limits may be reduced or exhausted by payment for "loss" covered by "underlying insurance " If you fad to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements D. Notice of Occurrence You must see to it that we are notified as soon as practicable of an occurrence which may result in a claim or suit which may involve this policy If a claim or suit against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable If the "underlying limits of insurance" are exhausted solely by payment of "loss", no insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our written consent E Other Insurance If other insurance applies to a "loss" that is also covered by this policy, this policy will apply excess of the other insurance However, this provision will not apply if the other insurance is specifically written to be excess of this policy Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of legal liabilities F Conformity to Statute Any terms of this policy which are in conflict with the terms of any applicable law or regulation governing this policy are hereby amended to conform to such laws and regulations G When "Loss" is Payable Coverage under this policy will not apply unless and until the insured or the insured's "underlying insurance" is obligated to pay the full amount of the "underlying limits of insurance " When the amount of "loss" has finally been determined, we will promptly pay on behalf of the insured the amount of "loss" falling within the terms of this policy If the insured has rights to recover all or part of any payment we have made under this policy, then those rights are transferred to us and the insured must do nothing to impair those rights At our request the insured will bring suit or transfer those rights to us to enforce them Endurance American Insurance Company Page 2 of 2 EXL 0203 0813 Miscellaneous Attachment M510196 Master ID 1333809, Certificate 113 13681461 Liability Insurance Endorsement Policy Penod Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms GENERAL LIABILITY Conditions Transfer Or Waiver of Rights of Recovery Against Others JUNE 01, 2015 TO JUNE 01, 2016 JUNE 01, 2015 3590-76-48 DAL FEDERAL INSURANCE COMPANY JUNE 25, 2015 Under Conditions, the provision titled Transfer or Waiver of Rights of Recovery Against Others is deleted and replaced with the following We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recover against such person or organization in a contract or agreement that is executed before such loss Any waiver of our right of recovery granted under this endorsement applies only to payments we make for injury or damage arising out of your ongoing operations, and ends when the contract or agreement requiring such waiver ends To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us The insured must do nothing after loss to impair them At our request, the insured will bring suit to transfer those rights to us and help us enforce them This condition does not apply to medical expenses All other terms and conditions remain unchanged Liability Insurance Blanket Transfer Or Waiver Of Rights Of Recovery Against Others Form 42-02-1661 (Ed 10-01) Endorsement Miscellaneous Attachment M499292 Master ID 1333809, Certificate ID 13681461 CERTIFICATE OF LIABILITY INSURANCE 6/1/2016 DATE '°°°"' r 9/22/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER- THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this Certificate does not confer rights to the certificate holder In lieu of such endorsemen s . PRODUCER Lockton Companies 8110E Union Avenue Suite 700 Denver CO 80237 (303) 414-6000 T NAM PHONE FAX €iIAEL ADDRESS �ISURER S AFFORDING COVERAGE NAICi INSURER Federal lngz=ce Cohn an 20281 INSURED Cardinal Pipeline LP 1333809 3780 Kilroy Airport, Suite 400 Long Beach, CA 90806 iNSuRtER B - Stodffut Insurance m an 26387 murim c Illinois Union Insurance CQMWAM 27960 INSURER D Endurance American Insurance Coniparly 10641 INSURER E INSURER F fY'1V=0AC-C4` r'DTDrni f`Ct?TICif`A'f"1= UI1AA%1CA• 11441 AAt RFVISInN ulIURFR. YYYYYYY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR I LTR TYPE OF INSURANCEADDL SUB POLICY NUMBER POLICY EFF Pot EXP LIMITS A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx-] OCCUR Y N 35907648 6/1/2015 611/2016 EACH OCCURRENCE s 1.000.000 AGE TO RENTED P EMISES tie eccun � s 1,000,000 f AHED EXP (Any one n) S 10 000 PERSONAL a ADV INJURY $ 1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE S 2,000,000 PRODUCTS - compioP AGG $ 2 000 000 RO- ULOC POLICY ECT $ OTHER A AUTOMOBILE LIABILITY Y N 73581768 6/1/2015 611/2016 4 COM$BINNEgO DSINGLE LIMITI Ea $ 1,000,0001 BODILY INJURY (Per peon) rsANY $ X'ALL AUTO INJURY (Par accident) PROacc deDAttAfii $ Xex� ��HIRED $ � UTOS NEDSCHEDULEDBODILY AUTOS AUTOSMNED I s xxxxxxx A X UMBRELLA LIAR EXCESS LIAS OCCUR CLAIMS -MADE N N 79879142 6/1/2015 611/2016 EACH OCCURRENCE S 10000,0000 AGGREGATE S 10 000 OOD DED RETENTION$ $ 2=xxx A WORKERS COMPENSATION AND EMPLOYERS" LIABILITY ANY PROPRIETOWPARTNERfEXECUTNE YIN OFFICERIMEMSER EXCLUDED'i (Mandatory In NH) NIA N 71746578 6/1)2015 6/1/2016 STATUTE ; X OTH E L EACH ACCIDENT 5 1.000.000 E I. DISEASE - EA EMPLOYEE $ 1000 000 I E t_ DISEASE, POLICY LIMIT S 1 00i1000 B yes descnbe under DESCRIPTION OF OPERATIONS below B C D Pollution XS Pollution XS Umbrella N N EPC924428601 EXCG27060$3302 EXCIO005013101 6/112014 611 t2014 6/1/2015 6/1/2016 611/2016 611/2016 $25,000,000 $25,000 000 S10,000,000 Ea Occ & Agg i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101. Adi ititinal Remarks Schedule, may be attached 0 mom space is required) Tito City of Himungton Beach, its o>liaers, atezed or appointed officials, employees, ageing and volunteers we additional insured per blanket additional insured form #42-02.1678 as respects liability arising out of action performed by or on behalf of the named insured as required by wntien contract with respect to the General Liability Policy 1135907648 and Auto Liability Policy 47358-17-69 General Liability Insurance coverage is primary insmar" as respects to City, its agents, oifticcr> and employees. Any insurance or self-insurance maintained by the City, its agents, otTrccrs and employees is excess of the submitted muramee and will not contribute with it UN A PRE® AS TO FORM GI KTIVIGAIEMULUhK 1 L.HPIt GLLAIINIY act t►itatnnacrtls 13681461 14$1 ichael Gates, City Attom y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Huntington beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIi FD REPRES A t 0198 014 ACORD CORPO TION. All riahts reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD HB -435- i Item 19. - 6 Insuring Agreement Named Insured and Mailing Address Crimson Midstream, LLC 1801 California Stree, Suite 3600 Denver, CO 80202 Producer No 0015192-99999 Producer LOCKTON COMPANIES I -LC (DENVER SERIES) 444 W. 47th St., Suite 900 Kansas City, MO 64112-1906 Company and Policy Period Chubb Group of insurance Companies i5 Mountain View Road Warren, NJ 07059 Policy Number, 3590-76-48 DAL Effective Date JUNE 01, 2015 Issued by the stock insurance company indicated below, herein called the company FEDERAL INSURANCE COMPANY Incorporated under the laws of INDIANA Insurance is issued by the company in consideration of payment of the required premium. This policy is issued for the period 12:01 AM standard time at the Named Insured's mailing address shown above: From. JUNE 1, 2015 To: JUNE 1, 2016 Your acceptance of this policy terminates, effective with the inception of this policy, any prior policy of the same number issued to you by us. This Insuring Agreement together with the Premium Summary, Schedule Of Forms, Declarations, Contracts, Endorsements and Common Policy Conditions comprise this policy. In Witness Whereof, the company issuing this policy has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless also signed by a duly authorized representative of the company 80-02-9800 (Rev. 12-08) Insunng Agreement Page 9 of 1 Miscellaneous Attachment: M510137 Master ID: 1333809, Certificate ID: 13681461 Item 19. - 7 HB -436- Policy Conditions Endorsement Policy Period .TUNE 01, 2015 TO JUNE 01, 2016 Effective Date JUNE 01, 2015 Policy Number 3590-76-48 DAL Insured CRIMSON MIDSTREAM, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms; PROPERTY DECLARATIONS LIABILITY DECLARATIONS INTERNATIONAL WORKERS COMP The Named Insured is amended to include the following - Named Insured CRIMSON MIDSTREAM, LLC CRIMSON PIPELINE, LP CRIMSON CALIFORNIA PIPELINE, LP CRIMSON PIPELINE MANAGEMENT, INC. CARDINAL PIPELINE, LP CP DOWNSTREAM CORP. CP DOWNSTREAM LP CP HOLDINGS LLC CR INCENTIVE, LLC CRIMSON ENVIRONMENTAL LLC NGP CRIMSON HOLDINGS, LLC PIKE CAPITAL DELTA TRADING, LP CRIMSON GULF, LLC CRIMSON PLAQUEMINES, LLC Policy Conditions Form 80-02-9301 (Ed. 2-98) Miscellaneous Attachment: M491914 Master 1D• 1333809, Certificate ID. 13681461 Named Insured Endorsement Page 1 HB -437- Item 19. - 8 Liability Insurance Endorsement Policy Penod Effective Date Policy Number Insured JUNE 01, 2015 TO JUNE 01, 2016 JUNE 01, 2015 3590-76-48 DAL CRIMSON MIDSTREAM, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS Conditions Other Insurance- Pnmary, Noncontributory Insurance- Scheduler! Person Or Organization UnderCondttions,the followingprovisiorns added to the conditionti#fed Other Insurance. If you are obligated,pursuantto a written contractor agreement,to providethe person or organizationdescribed in the Schedule(that is also included to the Who Is An Insuredsection of this contract)with primaryinsurancesuch as is afforded by this policy, then this insuranceis pnmary and we will not seek contributionfrom Insuranceavadabfeto such personor organization, Schedule CARDINAL PIPELINE, LP CRIMSON CALIFORNIA PIPELINE, LP CRIMSON PIPELINE, LP CRIMSON PIPELINE MANAGEMENT, LP All othertermsand conditionsremain unchanged Liability Insurance Conditions . Other Insurence - Pnmary, Noncontnbutory Insurance - Scheduled Person Or orgarnzanon Form 80.02-2653 {Rev 7.08) Endorsement Page t Miscellaneous Attachment: M491918 Master ID 1333809, Certificate ID• 13681461 Item 19. - 9 HB -438- WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Ed. 7-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which It is attached effective on the Inception date of the policy unless a different date Is Indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the polity ) This endorsement, effective on 06101115 at 12 01 A M. standard time, forms a part of (DATE) Policy No. (16)7174-65-78 of the FEDERAL INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to CRIMSON MIDSTREAM, LLC Endorsement No. We have the right to recover our payments from anyone Gable for an injury covered by this policy We will not enforce our right against the person or organization named in the Schedule The additional premium for the blanket waiver offered by this endorsement shall be 1.00% of total California premium. Schedule Person or Organization BLANKET WAIVER - ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 (Ed. 7-08) Miscellaneous Attachment. M510I41 Master ID 1333809, Certificate ID• 13681461 Job Description ALL CALIFORNIA OPERATIONS HB -439- Item 19. - 10 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC42 03 04 B (Ed 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated (The Information Is required only when this endorsement is issued subsequent to preparation of the policy ) This endorsement, effective on 06/01/15 (DATE} Policy No. (16) 7174-65-78 of the Issued to Crimson Midstream, L.L.0 at 12.01 A M standard time, forms a part of Federal Insurance Company { NAME OF INSURANCE COMPANY) This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3 A of the Information Page We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1 ( ) Specific Waiver Name of person or organization. (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver 2 Operations: 3. Premium - The premium charge forthis endorsement shall be 2.00 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4 Advance Premium- WC42 03 04 B (Ed. 6-14) Miscellaneous Attachment: M510170 MasterID: 1333809, Certificate ID 13681461 Item 19. - 11 1413 -440- Language From Form 07-02-0815 (Rev. 7-01) for Crimson Midstream LLC Coverage Territory With respect to Excess Follow -Form Coverage A, this insurance applies Excess Fallow -Form anywhere that the applicable underlying insurance applies. Coverage A Umbrella Coverage B With respect to Umbrella Coverage B, this insurance applies anywhere. With respect to Excess Follow -Form Coverage A, the following persons and Who is An insured/ organizations qualify as insureds, Excess Follow -Form . the Named Insured shown in the Declarations, and Coverage A . other persons or organizations qualifying as an insured in underlying insurance , but not beyond the extent of any limitation imposed under any contract or agreement. Who Is An With respect to Umbrella Coverage B, the following persons and organizations lnsuredAlmbrella qualify as insureds. Coverage B Sole Proprietorships If you are an individual, you and your spouse are insureds; but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner If you die: • persons or organizations having proper temporary custody of your property are insureds, but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed: and • your legal representatives are insureds: but they are insureds only with respect to their duties as your legal representatives. Such legal representatives will assume your rights and duties under this insurance Partnerships Or Joint If you are a partnership (including a limited liability partnership) or a joint Ventures venture, you are an Insured Your members, your partners and their spouses are insureds; but they are insureds only with respect to the conduct of your business. Miscellaneous Attachment M510177 Mastcr ID• 1333809, Certificate ID. 13681461 xs -441- Item 19. - 12 Liability Insurance Endorsement Policy Period JUNE 1, 2015 to JUNE 1, 2016 Effective Date JUNE 1, 2015 Policy Number 3590-76-48 DAL Insured CRIMSON MIDSTREAM, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An insured Designated Persons Or Organizations Under Who Is An Insured, the following provision is added: Any person or organization designated below is an insured; but they are insureds only with respect to their liability arising out of your acts or failure to act. Designated Insured ANY PERSON OR ORGANIZATION BUT ONLY TO THE EXTENT SPECIFIED UNDER WRITTEN CONTRACT SIGNED PRIOR TO THE DATE OF AN OCCURRENCE COVERED BY THIS POLICY. All other terms and conditions remain unchanged. Liability Insurance Who is An Insured . Designated Person Or organization For Insured's Conduct Form 42-02-1678 (Ed 'E0-01) Endorsement Page 1 Miscellaneous Attachment M510191 Master ID 1333809, Certificate ID: 13681461 Item 19. - 13 HB -442- EXCESS LIABILITY COVERAGE FOLLOW FORM (SHORT FORM) Read the entire policy carefully to determine rights, duties and what is and is not covered Throughout this policy the words "you" and "your" refer to the Named Insured The words "we", "us" and "our" referto the Company providing this insurance The word "insured" means any person or organization qualifying as such in the "first underlying insurance" which is the controlling policy listed in item 5 of the Declarations, unless designated otherwise in the Declarations Other words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITIONS Section or the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations, we agree with you to provide coverage as follows: INSURING AGREEMENTS L COVERAGE We will pay on behalf of the insured the amount of "loss" covered by this insurance in excess of the "underlying limits of insurance" subject to the LIMITS OF INSURANCE Section. This policy will follow form to the terms, conditions, definitions, and exclusions of the "first underlying insurance" in effect the first day of the Policy Period, except to the extent that the terms, conditions, definitions, and exclusions of this policy differ from the "first underlying insurance." In no event shall this policy provide broader coverage than is provided by any policy in the "underlying insurance" shown in Item 5. of the Deciarations, except if specifically provided otherwise by endorsement 11. LIMITS OF INSURANCE A. The Each Occurrence limit stated in Item 4 of the Declarations is the most we will pay for all "loss" arising out of any one occurrence to which this policy applies. B The aggregate limit shown in Item 4 of the Declarations is the most we will pay for all "loss" that is subject to an aggregate limit provided by the "first underlying insurance" and shall apply in the same manner as the aggregate limits provided by the "first underlying insurance". C This policy applies only in excess of the "underlying limits of insurance" and only after the "underlying limits of insurance" have been exhausted III. DEFENSE We will follow the Defense provisions of the "first underlying insurance". In the event there are no Defense provisions contained in the "first underlying insurance", we will have the right, but not the duty to be associated with you or your underlying insurer or both in the investigation of any claim or defense of any suit which in our opinion may create liability to our policy for "loss." If we exercise such right, we will do so at our own expense, but we will have no such expense obligation or liability once the Limits of Insurance are exhausted. IV. PREMIUM If any additional premium charge is made to the "underlying insurance" during the Policy Period or if there is an increase in the risk assumed by us, our premium may be adjusted. V. DEFINITIONS A. "Loss" means those sums actually paid in the settlement or satisfaction of a claim which you are legally obligated to pay as damages, including but not limited to "bodily injury" and "property damage", after making proper deductions for all recoveries and salvage B. "Underlying limits of insurance" means the sum of the limits of all applicable "underlying insurance" listed in Item 5 of the Declarations, including self -insured retentions (SIRS), deductibles or other forms of insurance or self-insurance applicable to a given claim or occurrence. Miscellaneous Attachment: M510I 96 Master 113- 13 33 809, Certificate ID- 13681461 HB -443- Item 19. - 14 VI. CONDITIONS A. Changes This policy can only be changed by a written endorsement signed by one of our authorized representatives that becomes a part of this policy. B. First Named insured Duties The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that become payable C. Maintenance of "Underlying Insurance" During the period of this policy, you agree to keep all "underlying insurance" in full force and effect and that the "underlying limits of insurance" will be maintained, except to the extent such limits may be reduced or exhausted by payment for "loss" covered by "underlying insurance." If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. D. Notice of Occurrence You must see to it that we are notified as soon as practicable of an occurrence which may result in a claim or suit which may involve this policy If a claim or suit against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. If the "underlying limits of insurance" are exhausted solely by payment of "loss", no insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our written consent. E. Other Insurance If other Insurance applies to a "loss" that is also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of legal liabilities. F. Conformity to Statute Any terms of this policy which are in conflict with the terms of any applicable law or regulation governing this policy are hereby amended to conform to such laws and regulations. G. When "Loss" is Payable Coverage under this policy will not apply unless and until the insured or the insured's "underlying insurance" is obligated to pay the full amount of the "underlying limits of insurance." When the amount of "loss" has finally been determined, we will promptly pay on behalf of the insured the amount of "loss" falling within the terms of this policy If the insured has rights to recover all or part of any payment we have made under this policy, then those rights are transferred to us and the insured must do nothing to impair those rights At our request the insured will bring suit or transfer those rights to us to enforce them. Endurance American Insurance Company Page 2 of 2 EXL 0203 0813 Miscellaneous Attachment: M510196 Master 1D: 1333809, Certificate ID 13681461 Item 19. - 15 HB -444- Liability Insurance Endorsement Policy Period JUNE 01, 2015 TO JUNE 01, 2016 Effective Date JUNE 01, 2015 Policy Number 3590-76-48 DAL Insured Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 25, 2015 This Endorsement applies to the following forms: GENERAL LIABILITY Conditions Transfer Or Waiver of Rights of Recovery Against Others Under Conditions, the provision titled Transfer or Waiver of Rights of Recovery Against Others is deleted and replaced with the following: We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recover against such person or organization in a contract or agreement that is executed before such loss. Any waiver of our right of recovery granted under this endorsement: ■ applies only to payments we make for Injury or damage arising out of your ongoing operations; and ends when the contract or agreement requiring such waiver ends. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit to transfer those rights to us and help us enforce them. This condition does not apply to medical expenses All other terms and conditions remain unchanged. Liability Insurance Blanket Transfer Or waiver Of Rights Of Recovery Against Others Form 42.02.1661 (Ed 10.01) Endorsement Miscellaneous Attachment M499292 Master ID: 1333809, Certificate TD 13681461 HB -445- Item 19. - 16 ATTACHMENT #4 ORDINANCE NO. 4075 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH PROVIDING CONSENT TO THE ASSIGNMENT OF THE PARAMOUNT PETROLEUM CORPORATION FRANCHISE TO CARDINAL PIPELINE, L P WHEREAS, on February 14, 2014, the City Council of the City of Huntington Beach adopted Ordinance No. 4008, which awarded a franchise to construct, operate and maintain a pipeline system for the transportation of oil to Paramount Petroleum Corporation, and Paramount Petroleum Corporation desires to assign said franchise to Cardinal Pipeline, L P. and the City wishes to consent to such assignment, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby ordain as follows. SECTION 1. The terms and conditions of the Consent to Assignment of Franchise Agreement approved by this ordinance aie contained in the "Consent to Assigmnent of Franchise Agreement," a copy of which is attached hereto as Exhibit "A" and incorporated by this reference as though set forth herein SECTION 2 The City Clerk shall cause this ordinance to be posted in three places designated by the City Council within the City and to be published by title with a brief summary at least once within fifteen days after its adoption in a daily, semi -weekly or weekly newspaper, published in the County of Orange or the City and circulated in the City, which is selected by the City Council for that purpose 14-4438/116378 doc 1 Ordinance No. 4075 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 7 t h day of December , 2015 ATTEST ClerkREVIERF,APPROVED: J APPROVED FORM: City Attorney INITIATED AND APPROVED. Deputy D r ctor of Business Development 14-4438/116378 doe 2 EXHIBIT A Exhibit A - Ord. 4075 CONSENT TO ASSIGNMENT OF FRANCHISE AGREEMENT This CONSENT TO ASSIGNMENT OF FRANCHISE AGREEMENT is made this day of ,bE65-p 6W , 2015, by and between the City of Huntington Beach, a California municipal corporation, hereinafter "City," Paramount Petroleum Corporation, hereinafter "Assignor," and Cardinal Pipeline, L.P., hereinafter "Assignee." RECITALS WHEREAS, on February 14, 2014, Assignor entered into a Franchise Agreement with City identified as "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation," hereinafter "Franchise Agreement;" and Assignor wishes to assign all of its rights and obligations under the Franchise Agreement to Assignee; and The Franchise Agreement requires the prior written consent of the City for the assignment thereof, NOW THEREFORE, In consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, City, Assignor and Assignee agree as follows: 1. Assignor hereby assigns all its right, title, and interest, and delegates all its obligations responsibilities and duties, in and to the Franchise Agreement, to Assignee. 2. Assignee hereby accepts the assignment of all of Assignor's obligations responsibilities and duties under the Franchise Agreement and all of Assignor's right, title and interest in and to the Franchise Agreement. 3. City hereby consents to the assignment from Assignor to Assignee. 4 Notwithstanding the foregoing, Assignor agrees to defend and indemnify the City from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from Assignor's performance prior to the assignment of the Franchise Agreement and resulting from Assignee's performance after the assignment of the Franchise Agreement, provided however, that after the assignment of the Franchise Agreement the City shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages resulting from Assignee's performance 5. Assignee agrees to indemnify the City from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, resulting from Assignee's performance after the assignment of the Franchise Agreement 6. The City, in executing its consent to this Assignment, does not release Assignor from any claims or remedies it may have against Assignor under the Franchise Agreement 14-4438/116300 Exhibit A — Ord. 4075 7. The Parties acknowledge and agree that the Franchise Agreement will continue in full force and effect until the assignment has been completed as evidenced by execution by all parties of this Consent to Assignment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first above written. ASSIGNOR: PARAMOUNT PETROLEUM CORPORATION By. rin name ITS: circle one) Chairman/Presiden ice Presiden ,� AND / By r/ K,-' print name ircle one) Secretary hief Financi ffic Asst. Secretary - Treasurer ASSIGNEE: CARDINAL PIPELINE, L.P. By: << "'� GAe?/�1/ k/ /�-C vT�r•v-•.�y �� print name ITS: /;;> Cw— AND By: print name ITS: 2 14-4438/116300 CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California M r �' Ci Clerk INITIATED AND APPROVED: Depu irector of Business Development EV APPROVED: Ar Manager APPROV City Attorney p� Ord. No. 4075 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF HUNTINGTON BEACH I, JOAN L FLYNN, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing ordinance was read to said City Council at a Regular meeting thereof held on November 16, 2015, and was again read to said City Council at a Regular meeting thereof held on December 7, 2015, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council AYES: Posey, O'Connell, Katapodis, Hardy, Sullivan, Delgleize, Peterson NOES: None ABSENT: None ABSTAIN: None I, Joan L Flynn, CITY CLERK of the City of Huntington Beach and ex-officio Clerk of the City Council, do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Wave on December I7, 2015 In accordance with the City Charter of said City Joan L Flynn, C1ty Clerk Senior Deputy City Clerk City frk and ex-officJVClerk of the City Council of the City of Huntington Beach, California RECEIVED BY: (Date) HI 0 TO: City Treasurer CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating ji� III -151 1i I FROM: City Clerk DATE: SUBJECT: Bond Acceptance have received the bonds foA�� CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other f - -f1U(,cA-neW Q Re: Tract No. CC No. MSC No. Other No. I�i7 g:/forms/bond transmittal to treasurer e-T-�c:.&AA1, (Company Name) Approved /� /✓ J,� (Council Approval Date) Agenda Item No. / d City Clerk Vault No. o , SIRE System ID No.CS v d . RECEIVED BY: (Name) (Date) TO: City Treasurer CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COM ,.>-- .; ;, r FROM: City Cl7,// DATE: SUBJECT: Bond Acceptance I have received the bonds for - /9A�v� CAPITAL PROJECTS (Includes CC's and MSG's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other a, Re: Tract No. CC No. MSC No. Other No. g:/forms/bond transmittal to treasurer (Company Name) Approved Agenda Item No. City Clerk Vault No. ('7Z (Council Approval Date1 o SIRE System ID No. �� ECEIVED 2015 FEB 1 I PM 2: 29 CONTINUATION CITY CLEERTIFICATE CITY OF WNITINGTON BEACH Liberty Mutual Insurance Company a certain Bond No. 022042356 dated effective December 5, 2012 (MONTH -DAY -YEAR) on behalfof Paramount Petroleum Corporation (PRINCIPAL) and in favor of City of Huntington Beach, California (OBLIGEE) does hereby continue said bond in force for the further period beginning on December 5, 2014 (MONTH -DAY -YEAR) and ending on December 5, 2015 (MONTH -DAY -YEAR) Boston, MA Amount of bond $100,000.00 (One Hundred Thousand and Noll 00 Dollars) Ci f, o"ti nt - ZI-6 e c 19 e �)C,, 4S1hes n c e/ f op�en� Description ofbond Performance Bond for Pipeline Franchise Agreement by Ordinance No. 34§ l , Surety upon PROVIDED: That this continuation certificate does not create a new obligation and is executed upon the express condition and provision that the Surety's liability under said bond and this and all Continuation Certificates issued in connection therewith shall not be cumulative and that the said Surety's aggregate liability under said bond and this and all such Continuation Certificates on account of all defaults committed during the period (regardless of the number of years) said bond had been and shall be in force, shall not in any event exceed the amount of said bond as hereinbefore set forth. Signed and dated on November 20, 2014 (MONTH -DAY -YEAR) Liberty Mutual Insurance Company 175 Berkeley Street, Boston, Massachusetts 02116 610-832-8240 M Attorney -in -Fact Alexander Lockton Companies, LLC 2100 Ross Avenue, Suite 1400, Dallas, Texas, 75201 Address of Aoent (214) 720-3441 Telephone Number of Agent LMS-10157 06104 � tNSU,q J PG^RpoR9rOy(n F r`- 1912 of � ~d�sss�CF;us�ya ACKNOWLEDGMENT BY SURETY STATE OF Texas COUNTY OF Dallas On this 20th day of November, 2014, before me, a Notary Public, within and for said County and State, personally appeared Alexander Dam to me personally known who being duly sworn upon oath, did say that he is the Attorney -In -Fact of and for the Liberty Mutual Insurance Company, a corporation created, organized and existing under and by virtue of the laws of the State of Massachusetts that the Corporate seal affixed to the foregoing within instrument is the seal of said Company that the seal was affixed and the said instrument was executed by authority of its Board of Directors, and the said Alexander Dam did acknowledge that he executed the said instrument as the free act and deed of said Company. Notary Public Karen Carr My Commission Expires: October 6, 2017 KAREN CARR MS Notary Public, State of Texas ,e My Commission Expires N.,; AI r October 06, 2017 THIS POWER OF ATTORNEY "IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND: This Power of At orney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Certificate No: 6672805 " American Fire and Casualty Company Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American. Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That American Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized under the laws of the State of"New Hampshire, that Liberty Mutual Insurance Company a corporation duly organized underthe laws of the State of Massachusetts; and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana, (herein collectively called the °Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Alexander Dam: James W: Baughman; Karen Carr - all of the city of babas , state of Tx- each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver, forand on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as they have been -duly signed bythe president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officeror-officialof the Companies and the corporate seals of the Companies have been affixed " thereto this 6th - day of August 2014 American Fire and Casualty Company, The Ohio Casualty In Company ` Liberty Mutual Insurance Company CD West American Insurance Company, = >_, a> r k By: s C David M. Care ;Assistant Secretary STATE OF PENNSYLVANIA:: ss ry C "" COUNTY OF MONTGOMERY �- 0 On this 6th dayof-August 2014 before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of American Fire and -= Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Insurance Company, and American Insurance Company, and that he, as such, being authorized so to do, `� W 0 -West execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. C IN WITNESS WHEREOF, I have hereunto subscribefty--name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on ee day and year first above written. O CL /t J !%Lc M By rcO� ` 'C 0: Teresa Pastella , Notary Public O C _ L � 3 0 c ? X .s This Power of Attorney is made and executed toandCaa. of the following By-laws and Authorizations ofAmerican Fire Casualty Company, The Ohio Casualty Insgrance ttf to o pursuant d!-`authority and Company, Liberty Mutual Insurance Company, aril VrlestAmepean Insurance Company which resolutions are now in full force and effect reading as follows: w t7� " to ARTICLE IV— OFFICERS - Section 12. Power ofAttomey. Any officer or other official of th1.e Corporation authorized for that purpose in writing by the Chairman or the President, and subject. O C CD r- �; to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as maybe necessary to actin behalf of the Corporation to make, execute, seal, O' = acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other"surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective -a E ; powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so- @ 0 o executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or atfomey-in-fact under > s ,"a < the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. D � = ARTICLE X111- Execution of Contracts - SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing bythe chairman or the president, E > L and subject to such limitations as the chairman or the president may prescribe; shall appoint such aft meys-in-fact, as may be necessary to act in behalf of the Company to make, execute, = M: O = seal,. acknowledge and deliver as surety any and all undertakings, -bonds, recognizances and other surety obligations. Such attorneys -in -fact subject to the limitations set forth in their O Z v respective po wers of attorney, shall have fufl powerto bind the Company by uh Ir signature and execution of anysuch instruments and to sttachthemto the seal of the"Company:4yn an so- 0 c executed such instruments shall be as binding as if signed by the president and attested by the secretary.0-1 Certificate of Designation- The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to, appoint such attorneys -in - fact as may be necessary to.act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety - obligations. Authorization —By unanimous consent of the Companys Board of Directors, the Comp any consents that facsimile or mechanically reproduced signature of an assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Gregory W. Davenport, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attomey executed by said Companies,. is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 20th- - day of NovembeY 20 14 By: j Gregory W. Davenport, Assistant Secretary r.MS_12873_122013 52 of 200 MT, r7 RECEIVED_ , (Name) / s Z (Date) CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH F�B INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: ,,�61 ) V, � 6 SUBJECT: Bond Acceptance have received the bonds for ( ,/l �� �- /OEM. -/A-)&. (Company CAPITAL PROJECTS (Includes CC's and MSC's) / Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. CC No. MSC No. Other No. g:/forms/bond transmittal to treasurer Approved °1 r / (Council Approval Date) Agenda Item No. /11, City Clerk Vault No. -Eno, ,� SIRE System ID No. -9) 2f3aa,, RECEIVED BY: (Name) (Date) TO: FROM: DATE: SUBJECT: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION City Treasurer City Clerk j Z� Y/ Bond Acceptance I have received the bonds for a PE- LiAJ� (Company Nami ;�7�00 4_)- �& 0 CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. CC No. MSC No. SE Other No. g:/forms/bond transmittal to treasurer Approved / ( ouncil Approvalll Date) Agenda Item No. �t'J City Clerk Vault No. 6of? , Vj-77 SIRE System ID No. t2) 2f3a-1,, Annual Performance Bond Bond No. K09058461 KNOW ALL MEN BY THESE PRESENTS, that we, CARDINAL PIPELINE, L.P., as Principal, (hereinafter called the "Principal"), and WESTCHESTER FIRE INSURANCE COMPANY , (hereinafter called the "Surety"), are held firmly bound unto CITY OF HUNTINGTON BEACH as Obligee, (hereinafter called the "Obligee"), in the maximum penal sum of One Hundred Thousand Dollars And No/100-- Dollars, ($100,000.00--), good and lawful money of the United States of America, for the payment of which, well and truly to be made, we bind ourselves, our heirs, administrators, executors, successors, assigns, jointly and severally, firmly by these presents. WHEREAS, the above bound Principal has entered into a certain written contract with the above mentioned Obligee described as: Franchise Agreement for the construction, operation and maintenance of pipeline system for the transportation of oil, gas and other hydrocarbon substances. dated February 14, 2014, contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. WHEREAS, the Obligee has agreed to accept a bond guaranteeing the performance of said contract for a period of only one year. NOW, THEREFORE, the condition of this obligation is such that, if the Principal shall indemnify the Obligee for any and all loss that the Obligee may sustain by reason of the Principal's failure to comply with the terms and conditions of said Contract, then this obligation shall be null and void, otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that: 1. The term of this bond is for the period commencing October 22, 2014 and expiring on October 22, 2015, unless released by the Obligee prior thereto. However, the term of this bond may be renewed for an additional one-year period(s) by the issuance of a Continuation Certificate by the Surety. 2. Neither nonrenewal by the Surety nor failure of the Principal to provide the Obligee with a replacement bond shall constitute default under this bond. 3. In the event the Principal shall be declared by the Obligee to be in default under the Contract, the Obligee shall provide the Surety with a written statement setting forth the particular facts of said default no later than thirty (30) days from the date of said default, which notice shall be sent to the Surety by registered mail to the address in stated in Section 6 below. 4. The Surety will have the right and opportunity, at its option, and in its sole discretion, to: a.) cure the default; b.) assume the remainder of the Contract and to perform or sublet same; c.) or to tender to the Obligee funds sufficient to pay the cost of completion less the balance of the Contract price up to an amount not to exceed the penal sum of the bond. In no event shall Surety be liable for fines, penalties, liquidated damages or forfeitures assessed against the Principal. 5. The Obligee's acceptance of this bond and reliance upon it as security constitutes its acknowledgement and agreement as to the terms under which it is offered and issued by the Surety. 6. All notices, demands and correspondence with respect to this bond shall be in writing and addressed to: The Surety at: WA OF, Philadelphia436 Walnut Street, PA 19106 The Principal at: 3780 Kilroy Airport Way, Suite 400, Long Beach, CA 90806 The Obligee at: 2000 Main Street. Hunting; Beach, CA 92648 SIGNED, SEALED AND DATED this 30th day of October, 2014. Principal: CARDINAL PIPELINE L.P. By: Title: '- Surety: WES,T/C}HESTER FIRE INSURANCE COMPANY By: Mona D. Weaver, Attorney -in -Fact Power of WESTORE TER FIRE INSURANCE COMPANY Attorney -/ d irD)C��rc/ (Ic/;-/ Dept. ID ED 14-03 Page 1 of 2 Meeting Date: 1/21/2014 a- 3 --D/i/- Mo,°r :7 —0 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 1/21/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kenneth A. Domer, Assistant City Manager SUBJECT: Approve for introduction Ordinance No. 4008 and authorize execution of a Pipeline Franchise Agreement with Paramount Petroleum Corporation for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances in an existing pipeline system previously owned by Cenco Refining Statement of Issue: The City Council is asked to approve a Franchise Agreement between the City and Paramount Petroleum Corporation for the operation and maintenance of an existing pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Financial Impact: The City will receive an initial Base Grant Fee ($11,470), Base Annual Fee ($117,024 prorated to 75% during inactive status), and a Reinstatement Fee ($639,753.92 paid over 120 months), to the General Fund (Account Number 10000100.41230). Annual revenue is estimated at $151,743 and the contract value is estimated at $1,528,903. Recommended Action: A) Approve for introduction Ordinance No. 4008, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 2615 Which Granted An Oil Pipeline Franchise;" and, B) Approve and authorize the Mayor and City Clerk to execute the "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation." Alternative Action(s): Do not approve the Agreement and direct staff accordingly. Analysis: City Council is asked to approve a Franchise Agreement between the City and Paramount Petroleum Corporation (Paramount) for the operation and maintenance of an existing pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch and 12-inch diameter pipe. Cenco Refining, the former pipeline owner, held the last valid franchise agreement, which expired on December 31, 2005. In August 2006, Alon USA Energy, Inc., the parent company of Paramount, purchased the rights to the pipeline. The pipeline has been idle since its acquisition and is expected to remain idle for the next five to ten years. The proposed Franchise Agreement would allow Paramount to maintain the pipeline on standby and to preserve the pipeline for future use. Without Item 18. - 1 HB -546- Dept. ID ED 14-03 Page 2 of 2 Meeting Date: 1/21/2014 the implementation of a Franchise Agreement, Paramount would be required to abandon the pipeline and lose its ability to reactive the pipeline in the future. The proposed Agreement incorporates the changes made to Chapter 3.44 - Pipeline Franchises of the Huntington Beach Municipal Code in 2010. Terms of the proposed Franchise Agreement include: • Term: 10 years • Base Grant Fee: $11,470 • Base Annual Fee: 2014 fee estimated at $117,024 (75% of Base Annual Fee will be collected during inactive status) • Maximum Inactive Status Period: 10 years • Reinstatement Fee: $639,753.92 (paid over 120 monthly payments of $5,331.28) • Corporate Surety Bond of $100,000 • Liability, Environmental and Workers Compensation Insurance Staff recommends approval of the Franchise Agreement. The agreement provides substantial general fund revenue, estimated at $151,743 annually for a ten year period, and ensures continued maintenance and responsibility for a vast pipeline network currently present within City right-of-way. Environmental Status: Exempt from CEQA pursuant to Section 15301. Strategic Plan Goal: Improve long-term financial sustainability Attachment(s): 1. Ordinance No. 4008, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 2615 Which Granted An Oil Pipeline Franchise" 2. "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation" 3. Faithful Performance Bond 4. Insurance Certificate xB -547- Item 18. - 2 Suite Park Central Dr. R RAMOUNT PET1t0LEUM A� USA Suite Dallas,,TX TX 75251 February 14, 2014 Huntington Beach City Clerk 2000 Main Street Huntington Beach, CA 92648 Re: Pipeline Franchise Agreement Huntington Beach, California To Whom It May Concern, Pursuant to Section 21 of the Franchise Agreement between the City of Huntington Beach and Paramount Petroleum Corporation ("PPC"), PPC hereby accepts the franchise and will comply with the terms and conditions of the Franchise Agreement. ncere y James A. Ranspot Senior Vice President & General Counsel ORDINANCE NO. AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 2615 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, in 1983 the City Council adopted Ordinance No. 2615 which granted a franchise for the construction, operation and maintenance of a pipeline for the transportation of oil; and Paramount Petroleum Corporation subsequently became successor in interest as the franchisee, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby ordain as follows: SECTION 1. The terms and conditions of the franchise awarded by this ordinance are contained in the Franchise Agreement between the City of Huntington Beach and Paramount Petroleum Corporation, a copy of which is attached hereto as Exhibit "A" and incorporated by this reference as though set forth herein. SECTION 2. The City Clerk shall cause this ordinance to be posted in three places designated by the City Council within the City and to be published by title with a brief summary at least once within fifteen days after its adoption in a daily, semi -weekly or weekly newspaper, published in the County of Orange or the City and circulated in the City, which is selected by the City Council for that purpose. SECTION 3. This ordinance shall become effective 30 days after its adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of February 5 20L_• ger INIT D AN OVED: srstant City Manager AP OYED AS Q ORM: l a ACit4Attorney 07-1267.007/84054.doc FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PARAMOUNT PETROLEUM CORPORATION THIS FRANCHISE AGREEMENT (this "Franchise") is made and entered into this day of / , 2014 by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter referred to as "City" or "Grantor"), and PARAMOUNT PETROLEUM CORPORATION, a Delaware corporation (hereinafter referred to as "PARAMOUNT PETROLEUM" or "Grantee"), pursuant to the City's "Pipeline Franchise Ordinance" as set forth in Chapter 3.44 of the Huntington Beach Municipal Code (Section 3.44.010, et seq.). RECITALS l . By Ordinance No. 315, the Orange County Board of Supervisors granted a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. 2. Subsequently, the City was vested with the rights and benefits of the County of Orange under said franchise. 3. Since then, there have been transfers and assignments, including litigation and settlements regarding rights and remedies of the subject pipeline system. 4. This Ordinance and Franchise Agreement in part will remedy unpaid fees and corrects the record as to the pipelines depicted in Exhibit A and clearly sets out future franchise fees and requirements as to the pipelines contained therein. 5. The City's consent to the assignment and amendment of any previous franchise agreement as to the pipelines depicted in Exhibit A is granted upon and subject 13-3702/103161 1 to the rules, regulations, restrictions, terms and conditions of the City's Pipeline Franchise Ordinance set forth in Chapter 3.44 of the Huntington Beach Municipal Code (HBMC). NOW, THEREFORE, the City and PARAMOUNT PETROLEUM agree as follows: SECTION 1. DEFINITIONS. Whenever in this ordinance the words or phrases hereinafter in this section defined are used, they shall have the respective meaning assigned to them in the following definitions (unless, in the given instance, the context wherein they are used shall clearly import a different meaning). (a) The word "grantee" shall mean PARAMOUNT PETROLEUM and its lawful successors or assigns; (b) The word "City" shall mean the City of Huntington Beach, a municipal corporation of the State of California, in its present incorporated form or in any later reorganized, consolidated, enlarged or reincorporated form; (c) The word "streets" shall mean the public streets, ways, alleys and places as the same now or may hereafter exist within the City, including state highways, now or hereafter established within the City, and freeways hereafter established within the City; (d) The word franchise" shall mean and include any authorization granted hereunder in terms of a franchise, privilege, permit, license or otherwise to construct, maintain and use pipes and appurtenances for the business of transmitting and distributing oil for all purposes under, along, across or upon the public streets, ways, alleys and places in the City, and shall include and be in lieu of any existing or future City requirement to obtain a license or permit for the privilege of transacting and carrying 13-3702/103161 2 on a business within the City; (e) The phrase "pipes and appurtenances" shall mean pipes, pipelines, mains, services, traps, vents, cables, conduits, vaults, manholes, meters, appliances, associated communications infrastructure, attachments, appurtenances, and any other property located or to be located in, upon, along, across, or under property of the City, and used or useful in the transmitting and/or distributing of oil; (f) The word "oil" shall mean natural or manufactured oil, or a mixture of natural and manufactured oil; (g) The phrase "construct, maintain, and use" shall mean to construct, erect, install, lay, operate, maintain, use, repair, or replace; and (h) The phrase "gross annual receipts" shall mean gross operating receipts received by Grantee from the sale of oil to Grantee's customers less uncollectible amounts and less any refunds or rebates made by Grantee to such customers pursuant to California Public Utilities Commission orders or decisions. SECTION 2. PURPOSE and GRANT That the right, privilege and franchise, subject to each and all of the terms and conditions contained in this Agreement, and pursuant to the provisions of 6231 of the Public Utilities Code of the State of California, and Huntington Beach Municipal Code 3.44.040 be and the same is hereby granted to Grantee to construct, maintain and use pipes and appurtenances for transmitting and distributing oil for any and all purposes, under, along, across or upon the streets of the City. The City hereby grants to Grantee the right, privilege and franchise to lay, construct, maintain, operate, renew, repair, change the size of, remove or abandon in place one or more existing pipes and pipelines for the collection, transportation or distribution of oil, water, gas, gasoline, petroleum, wet gas, 13-3702/103161 3 or other hydrocarbon substances, together with all manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines including conduits, cathodic protection devices, wires, cables and other appurtenances necessary or convenient for the exercise of Grantee's business, in, under and along certain streets, roads, highways, alleys, lanes and other public ways within City as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the ■;♦ SECTION 3. APPLICATION OF GRANT This Amendment and the Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of City in existence on the date this Agreement is approved by the City Council as follows: Six-inch oil pipeline as follows: 39,425 linear feet of six inch oil pipeline running from Golden West and Garfield to Huntington Beach Terminal as depicted on those certain alignment drawings titled Gold West Refining Company and comprised of drawing numbers 5522-2, sheet 1 of 3 and 5522-3, sheet 2 of 3 (Exhibit B). Running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Gulf Oil Company-U.S. and comprised of drawing numbers 3347, sheet 7 of 9 and sheet 8 of 9 (Exhibit B). Ten -inch oil pipeline as follows: 7,409 linear feet of ten inch oil pipeline running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Gulf Oil Company-U.S. and comprised of drawings number 3347, sheet 9 of 9 (Exhibit B) and in the City of Huntington Beach, Gold West Refining Company comprised of drawing number 7133, sheet 1 of 2 (Exhibit B). 13-3702/103161 4 Twelve -inch oil pipeline as follows: 39,584 linear feet of twelve inch oil pipeline running from Huntington Beach to Santa Fe Springs as depicted on those certain alignment drawings titled Golden West Refining Company and comprised of drawing numbers 4978, sheets 2 of 19, 3 of 19, 4 of 19 and 5 of 19 (Exhibit B). SECTION 4. INCORPORATION OF OIL PIPELINE FRANCHISE ORDINANCE The City's grant of this Franchise Agreement is granted upon and subject to the rules, regulations, restrictions, terms and conditions of the City's "Pipeline Franchise Ordinance" as recently amended and set forth in Chapter 3.44 of the HBMC, a copy of which is attached hereto as Exhibit "C," and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the HBMC are references to those sections as they now exist and are reflected in said Exhibit "C." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the HBMC. If any terms referenced in the Franchise Agreement or the HBMC are in conflict with this Amendment the terms of this Amendment shall govern, followed by the HBMC, followed by the Franchise Agreement, except that any term more protective of the City's rights and remedies shall govern regardless of which agreement or code sections are thereby referenced. SECTION 5. TERM Said franchise shall be for a ten (10) year term from and after the effective date hereof; and shall endure in full force and effect thereto, or until the state or some municipal or public corporation thereunto duly authorized by law shall purchase by voluntary agreement or shall condemn and take under the power of eminent domain, all 13-3702/103161 5 property actually used and useful in the exercise of said franchise and situate in the territorial limits of the state, municipal, or public corporation purchasing or condemning such property, or until said franchise shall be forfeited for non-compliance with its terms by the Grantee. SECTION 6. COMPENSATION TO CITY Grantee shall pay the following fees to the City with respect to the rights and privileges granted to Grantee hereunder: 6.1 Base Granting Fee. Grantee shall pay the City the sum of Eleven Thousand Four Hundred Seventy Dollars ($11,470.00) as a one-time base granting fee within thirty (30) days following the execution of this Agreement. 6.2 Base Annual Fee and Adjustments and Reinstatement Fee. In addition to all fees provided herein, the Grantee shall pay $639,753.92 in a Reinstatement Fee that shall cover past due fees including penalties and interest until December 31, 2013 Reinstatement Monthly Payments may be paid in one month installment payments of $5,331.28 per month for a consecutive 120 month period. The amount shall be paid pursuant to the schedule set forth in Exhibit D attached hereto and incorporated herein. Beginning January 1, 2014, a base annual fee shall be paid within thirty (30) days after the end of each calendar year during the term of the Franchise Agreement, as amended herein, as follows: 13-3702/103161 6 Pipeline Size and Type Length (A) in feet Fee (B) per linear foot Fee Formula 6" oil 39,425' $0.895 x CPI adjustment (Al) x (B1) 10" oil 7,409' $1.485 x CPI adjustment (A2) x (132) 12" oil 39,584' 86,418' $1.787 x CPI adjustment, (A3) x (B3) See HBMC Section 3.44.290 when calculating annual adjustments to the Base Annual Fee using the Consumer Price Index -Los Angeles -Riverside -Orange County area (1982- 1984=100). The base annual fee shall be subject to proration pursuant to Section 3.44.300 of the HBMC (HBMC fee). The base annual fee shall be 75% of the total amount provided in the HBMC Section 3.44 for the full term of this Franchise Agreement beginning January 1, 2014 through December 31, 2023 because of the inactive status of the pipeline. In the event the Grantee activates the pipeline and begins to reuse said lines for oil or other product distribution, the grantee shall immediately notify the City and agrees to pay the full HBMC fee including annual adjustments set forth in the HBMC. If the Grantee activates the line and does not inform the City, Grantee shall pay a penalty each month the line(s) is active in the amount of 75% of the existing HBMC franchise fee in addition to the fee itself. 6.3. Base Construction Charges. Pursuant to HBMC Section 3.44.280, Grantee shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by the Franchise Agreement, a base construction charge established, and amended from time to time, by resolution of the City Council. 13-3702/103161 7 6.4 Payments to City. Payment is due thirty (30) days after the City's invoice date and a ten percent (10%) per month late penalty or fraction thereof beyond the payment date shall be charged, but in no event shall said penalty exceed fifty (50) percent. In addition an eighteen percent (18%) annual interest cost will be charged for any delinquent payment. The City will also withhold any permits and/or not renew licenses if any payment is delinquent. Payments should be mailed to the City Treasurer, City of Huntington Beach, P.O. Box 711, Huntington Beach, CA 92648-0711. HBMC Section 3.44.290 shall govern when calculating annual adjustments to the Base Annual Fee using the Consumer Price Index -Los Angeles -Riverside -Orange County area (1982-1984=100). The base annual fee shall be subject to proration pursuant to Section 3.44.300 of the HBMC. SECTION 7. FAITHFUL PERFORMANCE BOND On or before the effective date of this Amendment, Grantee shall file and thereafter at all times during the term of the Franchise Agreement keep on file with the City Treasurer a corporate surety bond approved by the City Attorney running to the City in the penal sum of One Hundred Thousand Dollars ($100,000). In the event that said bond, after it has been so filed, shall at any time during the term of the Franchise Agreement become insufficient, in the sole opinion of the City Council, Grantee agrees to renew said bond within ten (10) days after written notice to do so from the City Treasurer. At such time, the bond shall be increased by a rate set forth by the City Council, with a surety to be approved by the City Attorney, conditioned that Grantee shall well and truly observe, fulfill and perform each condition of the Franchise 13-3702/103161 8 Agreement, as amended, and that in case of any breach of condition of the bond the whole amount of the penal sum shall be deemed to be liquidated damages and shall be recoverable from the principal and sureties of the bond. If said bond is not filed prior to the effective date of this Amendment, the approval of this Amendment may be denied and the ordinance granting the Franchise Agreement repealed at any time prior to the filing of said bond and any money paid. SECTION 8. OTHER FRANCHISES This grant is made in lieu of all other oil utility franchises or leased easement agreements owned by the Grantee, or by any successor of the Grantee to any rights under this franchise, for transmitting and distributing oil within the limits of the City, as said limits now or may hereafter exist, and the acceptance of the franchise hereby granted shall operate as an abandonment of all such oil utility franchises, leases or easements within the limits of this City, as such limits now or may hereafter exist, in lieu of which this franchise is granted. SECTION 9. OBLIGATIONS OF GRANTEE (a) All facilities or equipment of Grantee shall be constructed, installed and maintained in accordance with and in conformity with all of the ordinances, rules and regulations heretofore, or hereafter adopted by the legislative body of this City in the exercise of its police powers and not in conflict with the paramount authority of the State of California, and, as to state highways, subject to the provisions of the general laws relating to the location and maintenance of such facilities. (b) If any portion of any street shall be damaged by reason of defects in any of the pipes and appurtenances maintained or constructed under this grant, or by reason of 13-3702/103161 9 any other cause arising from the operation or existence of any pipes and appurtenances constructed or maintained under this grant, Grantee shall, at its own cost and expense, immediately repair any such damage and restore such portion of such damaged street to as good condition as existed before such defect or other cause of damage occurred. (c) The Grantee shall pay to the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this franchise. (d) Grantee shall indemnify, save, and hold harmless, City and any officers and employees thereof against and from all damages, judgments, decrees, costs and expenditures which City, or such officer or employee, may suffer, or which may be recovered from, or obtainable against City, or such officer or employee, for, or by reason of, or growing out of or resulting from the exercising by Grantee of any or all of the rights or privileges granted hereby, or by reason of any act or acts of Grantee or its servants or agents in exercising the franchise granted hereby, and Grantee shall defend any suit that may be instituted against City, or any officer or employee thereof, by reason of or growing out of or resulting from the exercise by Grantee of any or all of the rights or privileges granted hereby, or by reason of any act or acts of Grantee, or its servants or agents, in exercising the franchise granted hereby. SECTION 10. REMOVE OR RELOCATE FACILITIES (a) City reserves the right for itself to lay, construct, erect, install, use, operate, repair, replace, remove, relocate or maintain below surface or above surface improvements of any type or description in, upon, along, across, under or over the streets of the City. City further reserves the right to lawfully change the grade, alignment or width of any street. If the necessary exercise of the aforementioned reserved rights 13-3702/103161 10 conflicts with any pipes and appurtenances of Grantee constructed, maintained, and used pursuant to the provisions of the franchise granted hereby, Grantee shall, without cost or expense to City within ninety (90) days after written notice from the City Manager, or his designated representative, and request so to do, begin the physical design and field construction of changing the location of all facilities or equipment so conflicting. Grantee shall proceed promptly to complete such required work. (b) Irrespective of any other provision of this ordinance, Grantee's right to construct, maintain, and use, or remove pipes and appurtenances thereto shall be subject at all times to the right of the City, in the exercise of its police power, to require the removal or relocation of said pipes and appurtenances thereto at the sole cost and expense of Grantee, except (1) as the law may otherwise provide or, (2) except where Grantee's right to possession is pursuant to instruments evidencing right-of-way, easements or other interest in real property, or (3) except where the removal or relocation is made at the request of the City on behalf of or for the benefit of any private developer, CalTrans, or other third party. (c) In the event that the City is made aware of a project developed by a governmental agency, water company, private parry or the City that would be located within five hundred feet of a regulator station or other major oil facilities, City shall notify Grantee and initiate discussions among the implicated parties in order to assess potential economic and community impacts and facilitate coordinated and economically reasonable outcomes. 13-3702/103161 11 SECTION 11. TRANSFER OR SALE OF FRANCHISE This franchise may not be transferred (voluntarily, involuntarily, or by operation of law), leased or assigned by the Grantee except by written consent of the City Council, which may be withheld or conditioned at the City's sole discretion, and unless the transferee or assignees thereof shall agree to be bound by the terms and conditions of this Agreement. Grantee of the franchise granted hereby shall file with the City Manager and the legislative body of the City within thirty (30) days after any sale, transfer, assignment or lease of this franchise, or any part thereof, or of any of the rights or privileges granted thereby, written evidence of the same, certified thereto by the Grantee or its duly authorized officers. SECTION 12. FORFEITURE This franchise is granted upon each and every condition herein contained. Nothing shall pass by the franchise granted hereby to Grantee unless it be granted in plain and unambiguous terms. Each of said conditions is a material and essential condition to the granting of the franchise. If Grantee shall fail, neglect or refuse to comply with any of the conditions of the franchise granted hereby, and if such failure, neglect or refusal shall continue for more than thirty (30) days after written demand by the City Manager for compliance therewith, then City, by the City Council, in addition to all rights and remedies allowed by law, thereupon may terminate the rights, privilege, and franchise granted in and by this ordinance, and all the rights, privileges and the franchise of Grantee granted hereby shall thereupon be at an end. Thereupon and immediately, Grantee shall surrender all rights and privileges in and to the franchise granted hereby. No provision herein made for the purpose of securing the enforcement of the terms and conditions of the franchise granted hereby shall be deemed an exclusive remedy or to 13-3702/103161 12 afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies and procedure outlined herein or provided, including forfeiture, shall be deemed to be cumulative. SECTION 13. LIABILITY INSURANCE The policy of liability insurance required by HBMC Chapter 3.44 shall be issued to Grantee and name the City and its officers, agents, and employees as additional insureds. It shall further indemnify for all liability for personal and bodily injury, death and damage to property arising from activities conducted pursuant to the Franchise Agreement by providing coverage thereof, including but not limited to: (a) Negligent acts or omissions of Grantee and the agents, servants and employees thereof, committed in the conduct of operations under the Franchise Agreement. (b) Provide combined single limit liability insurance in the amount of five million dollars ($5,000,000). (c) Be noncancellable without thirty (30) days written notice thereof directed to the City. SECTION 14. ENVIRONMENTAL IMPAIRMENT LIABILITY INSURANCE The policy of environmental impairment liability insurance or other environmental insurance policy as approved at the sole discretion of the City as required by HBMC Chapter 3.44 shall insure liability for environmental impairment including cleanup cost endorsed for "Sudden and Accidental" contamination or pollution. Such coverage shall be in an amount and form to meet all applicable state and federal requirements but in no event less than five million dollars ($5,000,000) per occurrence. 13-3 702/ 103161 13 (a) If written with an annual aggregate limit, the policy limit must be three (3) times the above -required occurrence limit. (b) If written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than two (2) years following termination or cancellation of the Franchise Agreement. SECTION 15. WORKERS' COMPENSATION INSURANCE The policy of workers' compensation insurance, shall: (a) Have been previously approved as to substance and form by the California Insurance Commissioner. (b) Cover all employees of Grantee who in the course and scope of their employment conduct or do work involving operations under the Franchise Agreement. (c) Provide for every benefit and payment presently or hereinafter conferred by Division 4 of the Labor Code of the State of California upon an injured employee, including vocational rehabilitation and death benefits. (d) Be noncancellable without thirty (30) days written notice thereof directed to the City. SECTION 16. INSURANCE POLICY REQUIREMENT Grantee shall file with the City prior to commencement of any franchise operations either certified copies of said policies or a certificate of insurance for each of the required policies executed by the company issuing the policy, certifying that the policy is in force and providing the following information: (a) The policy number. (b) The date upon which the policy will become effective and the date upon which it will expire. 13-3702/103161 14 (c) The names of the insured and any additional insureds. (d) Subject of the insurance. (e) The type of coverage provided by the insurance. (f) Amount of limit of coverage provided by the insurance. (g) A description of all endorsements that form a part of the policy. (h) In addition to the insurance requirements in this section the insured shall also agree to defend, indemnify and hold harmless City against loss, damage or expense by reason of any suits, claims, demands, judgments caused by insured in the performance of the franchise as provided in HBMC Chapter 3.44. Any franchise operation shall not commence until Grantee has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that Grantee fails to maintain said policies in full force and effect. SECTION 17. FORCE MAJEURE The obligations of any parry hereunder, other than the obligation to pay money, shall be suspended for so long as such party is unable, in whole or in part, to carry out its obligations under this Amendment and the Franchise Agreement by reason of an act of God, strike, walkout or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, explosion governmental action, governmental delay, restraint or inaction, the unavailability of equipment or materials, or any other cause, whether similar or dissimilar to the types specifically enumerated above, which is beyond the reasonable control of the parry claiming the right to suspend its obligations. Such affected party shall provide prompt written notice to the other of the details of the "force majeure," and shall use all reasonable diligence to remove, eliminate or otherwise minimize the force majeure situation as quickly as is practicable. Nothing herein contained shall require a party to settle a labor dispute contrary to the wishes of such party. 13-3702/103161 15 SECTION 18. ACQUISITION AND VALUATION The franchise granted hereunder shall not in any way or to any extent impair or affect the right of the City to acquire the property of the Grantee hereof either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee; nor shall this franchise ever be given any value before any court or other public authority in any proceeding of any character in excess of the cost to the Grantee of the necessary publication and any other sum paid by it to the City therefor at the time of the acquisition thereof. SECTION 19. PUBLICATION COSTS The Grantee of said franchise shall pay to the City a sum of money sufficient to reimburse it for all publication expenses incurred by it in connection with the granting thereof, such payment to be made within thirty (30) days after the City shall have furnished such Grantee with a written statement of such expenses. SECTION 20. EFFECTIVE DATE The franchise granted hereby shall not become effective until written acceptance thereof shall have been filed by the Grantee with the City Clerk. When so filed, such acceptance shall constitute a continuing agreement of the Grantee that if and when the City shall thereafter annex or consolidate with additional territory, any and all franchise rights and privileges owned by the Grantee therein shall likewise be deemed to be abandoned within the limits of the additional territory. 13-3702/103161 16 SECTION 21. WRITTEN ACCEPTANCE After the publication of the ordinance related to this Franchise, the Grantee shall file with the City Clerk a written acceptance of the franchise hereby granted, and an agreement to comply with the terms and conditions hereof. SECTION 22. PUBLICATION The City Clerk shall certify to the adoption of this ordinance, and within fifteen (15) days after its adoption, shall cause the same (with a list of the councilmembers voting for and against) to be published in the Huntington Beach Independent, a newspaper of general circulation published and circulated in the City. SECTION 22. AUDIT OF RECORDS The City Treasurer, or any certified public accountant, or qualified person designated by the City, at any reasonable time during business hours, may make an examination at the Grantee's office of its books, accounts, and records, germane to and for the purpose of verifying the data set forth in the statement required by Section 4(b) and for any other purpose relating to the rendition of oil service by the Grantee within the City, or the charges to be made. IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be executed by and through their authorized offices the day, month and year first above written. 13-3 702/ 103161 17 PARAMOUNT PETROLEUM CORPORATION By: print name ITS: (circle one) Chairman/Preside ice President AND BY:-)�L) / h&•. Fv� print name ITS: circle one) Secretary Chief Financial ffice sst. Secretary - Treasurer REVIEWED AND APPROVED: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor City Clerk INITIATED AND APPROVED: Assistant City Manager APPROVED AS TO FORM: City Manager City Attorney kW 1 1—P. 0 Exhibits: A. Depiction of Pipeline System COUNTERPART B. Pipeline Network Alignment Drawings C. HBMC Chapter 3.44 D. Reinstatement Monthly Payment Schedule 13-3702/103161 18 PARAMOUNT PETROLEUM CORPORATION pant name ITS: (circle one) Chairman/President/VicePresident print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California •.a{ ssistant City Manager REVIE APPROVED AS TO FO . I —M 'xj j � /1� CanagerAPPROVED: City Attorney f v� Ciff l" ni�-13 Exhibits: A. Depiction of Pipeline System B. Pipeline Network Alignment Drawings C. HBMC Chapter 3.44 D. Reinstatement Monthly Payment Schedule 13-3702/103161 18 EXHIBIT A -PIPELINE NETWORK 'i�V V1NYLLv � 2 .'3 Ytl10IMIMOXI iN/.-.v Inv w.wlN[W nw[ ws� NM[NOypNLLWIN AI �nV AV17 Inv GT31/WO inv pgyNyp ylv [ITi i wvaNirrva !3 �aoiwn NwaiNotoNUNnN.[ ouo[wn N�vii NoioNUNnN.n inv YiHYVM a 9nV hill QC inV i9pHpi C - 6^ NUNiINGTON _ " -- h' 11h—�1� .i� qq eiA.li41•N{ Ll y ' u J I - t ALPGAMA 5G LL N 9E"WG. N! 5573-= RA cROs91Nb 2 LAKE __ _._—g. ' PINE SL I HOLLY SL / IMF „rum I CBYSTBLS{ � la Q4i� 1 ---FEW la 7 *. $EE DETAILS W -7134. SHEET 3. �,I, III o-� $ r: a Ju+� �weasranErrc nu IN i I �\ .wwnEsmsers t I I %. G� x voveo.rnmw sveluurtwaaw n..w. - � i. I Y' I ulusn.rmn mxsrreoerlor x - GULDEN . WESREF IN G . COMPANY 6' OIL PIPELINE. FROM GOLDEN WEST AND GARFIELD TO .THE HUNTINGTON BEACH TERMIN. !�A--a} 2ALsa KyE ra 20o'77- SEt2-;l rE Ew srm ow�vn es _ 1;: P. sp ib lv� �42 74' Is, T. 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'f'2 Ull"'PiPGiML tij ),3 tf k U, - - (r R +p�y I-IUNTINGTON :5EACKTO SANIATLS't (t J. yy; - xc9 ��® (ra Y'6f-.FIG47MOPOF! yk>p[N E CI 1 b� r W57gg1 GWR =Golden«Y' R l/n/nq C .' onxc °l4—ay.ce mloP 497h'B..r 1 ,. EXh1/8iT ,e. I Sections: Chapter 3.44 PIPELINE FRANCHISES (2319-10/78, 2676-2/84, 3850-1/10, 3889-9/10) I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short Title 3.44.020 General Provisions 3.44.025 Franchise Required When 3.44.030 Pole Lines 3.44.040 Definitions 3.44.050 Term 3.44.060 Acceptance of Franchise Agreement 3.44.070 Nonexclusive Franchise 3.44.080 Maps 3.44.090 Repealed — Ordinance No. 3889-9/10 3.44.100 Liability Insurance 3.44.105 Environmental Impairment Liability Insurance 3.44.110 Workers' Compensation Insurance 3.44.120 Insurance --Filing 3.44.130 Faithful Performance Bond 3.44.140 Repealed — Ordinance No. 3889-9/10 3.44.150 Repealed —Ordinance No. 3889-9/10 3.44.160 Forfeiture 3.44.170 Value of Franchise 3.44.180 State Highways 3.44.190 Eminent Domain 3.44.200 Publication Date 3.44.210 Assignment 3.44.220 Hold Harmless 3.44.230 Standards 3.44.231 Conflicting Improvements 3.44.240 Defective Facilities 3.44.250 Hazardous Substances 3.44.251 Damage to Public Property Generally II. COMPENSATION 3.44.252 Public Utility Not Transmitting Oil or Products Thereof 3.44.253 Length 3.44.255 Public Utility Transmitting Oil or Products Thereof 3.44.256 Non -Public Utility Franchises 3.44.260 Basic Granting Fee 3.44.270 Base Annual Fee 3.44.271 Payments to City 3.44.280 Base Construction Charges 3.44.290 Adjustments --Base Annual Fee 3.44.300 Proration of Payments 3.44.310 Records III. CONSTRUCTION 3.44.320 Construction Requirements 3.44.330 New Installation or Replacement 3.44.340 Permits City of Huntington Beach Municipal Code Chapter 3.44 Page 1 of 16 9/15/10 3.44.350 Work On and Restoration of Streets 3.44.360 Failure to Comply Timely 3.44.370 Completion Statement 3.44.371 Responsibility 3.44.380 Facilities 3.44.386 Shoring 3.44.390 Ordinary Repair 3.44.400 Breaks or Leaks 3.44.410 Emergency Equipment 3.44.420 Removal or Abandonment of Facilities 3.44.430 Failure to Comply 3.44.440 Abandonment "In Place" Conditions 3.44.447 Operation After Franchise Expiration — Revocable License IV. SPECIAL PROVISIONS FOR PETROLEUM PIPELINES 3.44.450 Rights Granted 3.44.460 Materials Used 3.44.470 Approvals 3.44.480 Reports 3.44.490 Payments Due 3.44.500 Cost of Relocation I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short Title. This chapter shall be known and cited as "Pipeline Franchise Ordinance." (2319-10/78) 3.44.020 General Provisions. Every franchise hereafter granted by the City to lay, construct, maintain, operate, renew, repair, change the size of, remove or abandon in place pipes and pipelines for the collection, transportation or distribution of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, or other substances, together with all manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines including conduits, cathodic protection devices, wires, cables and other appurtenances necessary or convenient for the exercise of the franchisee's business, in, under, along or across any and all streets within the City of Huntington Beach except as otherwise provided in the particular franchise agreement, shall be granted upon and be subject to the rules, regulations, restrictions and terms and conditions of this chapter, in addition to those rules, regulations, restrictions, terms and provisions set forth in the particular franchise agreement. (2319-10/78, 3889-9/10) 3.44.025 Franchise Required When. It is unlawful for any person, firm or corporation to exercise any privilege or franchise to lay or maintain any pipes or conduits in or under any public street, or alley in the City, for the transmission of gas, water, heat, steam, or other substance or to exercise any franchise or privilege for the erection or maintenance, in or upon any public street or alley in the City, of any telephone, telegraph, electric light or power poles, wires, or system, or for the erection of any pole or wire for the purpose of transmitting electrical energy or current, without first having procured a franchise to do so unless such person, firm or corporation is entitled to do so by direct and unlimited authority of the Constitution of the state or the Constitution of the laws of the United States. (3850-1/10) 3.44.030 Pole Lines. Nothing in this chapter or in any franchise agreement granting such a franchise shall be construed to permit the grantee to construct new poles or other facilities aboveground. (2319-10n8) City of Huntington Beach Municipal Code Chapter 3.44 Page 2 of 16 9/15/10 3.44.040 Definitions. For the purpose of this chapter, the following terms, phrases, words and their derivations shall have the meaning given herein: (a) "Council" shall mean City Council of the City of Huntington Beach. (3889-9/10) (b) "Code" shall mean the Huntington Beach Municipal Code. (c) "Department" shall mean the Public Works Department of the City of Huntington Beach. (3889-9/10) (d) "Director" shall mean the Public Works Director of the City of Huntington Beach. (3889-9/10) (e) "Franchisee" or "grantee" shall mean the person to whom the franchise is granted, and any person to whom it is lawfully assigned. (f) "Facilities" or "appurtenances" shall mean all property owned or used by the franchisee, in connection with the franchise, including but not limited to, pipelines, pump stations, and service connection with the franchisee's facilities, whether installed by the franchisee as named or originally granted under this franchise or its predecessors or assignors, erected, constructed, laid, operated or maintained in, upon, over, under, along or across any street pursuant to any right or privilege granted by the franchise. (3889-9/10) (g) "Franchise payment period" shall mean the time period between the effective date of the franchise agreement granting the franchise and December 31 of the same calendar year, and each calendar year thereafter, during the life of the franchise. (3889-9/10) (h) "Franchise report period" in all cases shall mean the time period between the effective date of the franchise agreement granting the franchise through and including December 31 of that calendar year, and each calendar year thereafter, during the life of the franchise. (3889-9/10) (i) "Highway" or "street" shall mean any public highway, freeway (except a state freeway), street, road, alley, lane or court or other public easement, and above and below the same, which now exists or which may hereafter exist in the City of Huntington Beach. (3889-9/10) (j) "Main" shall mean any pipeline or conduit laid in, along or approximately parallel with any street for the collection, transmission or distribution of any hydrocarbon substances. (k) "Major street" shall mean any street or portion thereof designated as a major secondary highway in the circulation element of the Huntington Beach General Plan. (1) "Minor street" shall mean all streets in the City other than those designated as "major" or "secondary highways" in the circulation element of the Huntington Beach General Plan. (3889-9/10) (m) "Person" shall mean any individual, person, firm, partnership or corporation. (n) "Section" shall mean a section of the Huntington Beach Municipal Code, unless some other code or statute is mentioned. (o) "Service connection" shall mean the wire, pipes, or conduits connecting the building or place where the service or hydrocarbons supplied by the franchisee is used or delivered, or is made available for use or delivery, with the supply line or supply main in the highway or with such supply line or supply main on private property. (2319-10/78) (p) "Shall" is mandatory; "May" is permissive. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 3 of 16 9/15/10 3.44.050 Term. Unless the franchise agreement granting the franchise provides otherwise, the term of the franchise shall be fifteen (15) years. (2319-10178, 3889-9/10) 3.44.060 Acceptance of Franchise Agreement. The franchisee shall enter into a written agreement with the City of Huntington Beach which grants the franchise and sets forth the terms and provisions therein. The franchisee shall, within thirty (30) days after the passage of the ordinance granting the franchise, file with the City Clerk of the City of Huntington Beach a written acceptance of the terms and conditions of said ordinance. The franchise shall be null and void if the written acceptance is not filed within the prescribed time. (2319-10/78, 3889-9/10) 3.44.070 Nonexclusive Franchise. The granting of the franchise shall not be construed to prevent the City from granting identical or similar franchise to any person other than the franchisee. Nothing herein contained shall ever be construed so as to exempt the franchisee from compliance with all ordinances, rules or regulations of the City now in effect or which may be hereafter adopted which are not inconsistent with the terms of the franchise. (2319-10/78, 3889-9/10) 3.44.080 Maps. Within ninety (90) days following the date on which any facilities or appurtenances have been laid, removed or abandoned under the franchise, the franchisee shall file a map or maps with the Department showing the accurate "as built" location, depth, and size of the facilities or appurtenances so laid, removed or abandoned. (2319-10/78, 3889-9/10) 3.44.100 Liability Insurance. The policy of liability insurance required by this chapter shall be issued to franchisee and name the City and its officers, agents, and employees as additional insureds. It shall further indemnify for all liability for personal and bodily injury, death and damage to property arising from activities conducted pursuant to the franchise by providing coverage thereof, including but not limited to: (3889-9/10) (a) Negligent acts or omissions of franchisee and the agents, servants and employees thereof, committed in the conduct of franchise operations. (b) Provide a combined single limit liability insurance in the amount of five million dollars ($5,000,000). (3889-9/10) (c) Be noncancellable without thirty (30) days written notice thereof directed to the City of Huntington Beach. (2319-10/78, 3889-9/10) 3.44.105 Environmental Impairment Liability Insurance. The policy of environmental impairment liability insurance or other environmental insurance policy as approved at the sole discretion of the City as required by this Chapter shall insure liability for environmental impairment including cleanup cost endorsed for "Sudden and Accidental" contamination or pollution. Such Coverage shall be in an amount and form to meet all applicable state and federal requirements but in no event less than five million dollars $5,000,000 per occurrence. (3889-9/10) (a) If written with an annual aggregate limit, the policy limit should be three (3) times the above - required occurrence limit. (3889-9/10) (b) If written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than two (2) years following termination or cancellation of this franchise. (3889-9/10) 3.44.110 Workers' Compensation Insurance. The policy of workers' compensation insurance, required by this chapter, shall: (a) Have been previously approved as to substance and form by the California Insurance Commissioner. City of Huntington Beach Municipal Code Chapter 3.44 Page 4 of 16 9/15/10 (b) Cover all employees of franchisee who in the course and scope of their employment to conductor do work pursuant to the franchise operations. (3889-9/10) (c) Provide for every benefit and payment presently or hereinafter conferred by Division 4 of the Labor Code of the State of California upon an injured employee, including vocational rehabilitation and death benefits. (3889-9/10) (d) Be noncancellable without thirty (30) days written notice thereof directed to the City of Huntington Beach. (2319-10/78, 3889-9/10) 3.44.120 Insurance --Filing. Franchisee shall file with the City Clerk prior to commencement of any franchise operations either certified copies of said policies or a certificate of insurance for each of the required policies executed by the company issuing the policy, certifying that the policy is in force and providing the following information: (3889-9/10) (a) The policy number. (b) The date upon which the policy will become effective and the date upon which it will expire. (c) The names of the insured and any additional insureds. (d) Subject of the insurance. (e) The type of coverage provided by the insurance. (0 Amount of limit of coverage provided by the insurance. (g) A description of all endorsements that form a part of the policy. (h) In addition to the insurance requirements in this section the insured shall also agree to defend, indemnify and hold harmless the City of Huntington Beach against loss, damage or expense by reason of any suits, claims, demands, judgments caused by insured in the performance of the franchise as provided in Section 3.44.220. (3889-9/10) Any franchise operation shall not commence until franchisee has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that franchisee fails to maintain said policies in full force and effect. (2319-10/78) 3.44.130 Faithful Performance Bond. On or before the effective date of the franchise agreement granting the franchise, franchisee shall file and thereafter at all times during the life of the franchise keep on file with the City Treasurer a corporate surety bond approved by the City Attorney running to the City in the penal sum of One Hundred Thousand Dollars ($100,000). In the event that said bond, after it has been so filed, shall at any time during the life of the franchise become insufficient, in the sole opinion of the City Clouncil, the franchisee agrees to renew said bond within ten (10) days after written notice to do so from the City Treasurer. At such time, the bond shall be increased by a rate set forth by City Council, with a surety to be approved by the City Attorney, conditioned that franchisee shall well and truly observe, fulfill and perform each condition of the franchise and that in case of any breach of condition of the bond the whole amount of the penal sum shall be deemed to be liquidated damages and shall be recoverable from the principal and sureties of the bond. If said bond is not filed prior to the effective date of the ordinance granting the franchise, the award of the franchise may be set aside and the ordinance granting the franchise repealed at any time prior to the filing of said bond and any money paid in consideration for said award of franchise shall be deemed forfeited. In the event that said bond, after it has been so filed, shall at any time during the life of the franchise become insufficient, franchisee agrees to renew said bond, subject to the approval of the City Attorney,.within ten (10) days after written notice to do so from the Director. (2319-10/78, 3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 5 of 16 9/15/10 3.44.160 Forfeiture. The franchise is granted and shall be held and enjoyed upon each and every condition contained in the franchise agreement, including such conditions contained herein as are incorporated by reference in said franchise agreement, and shall be strictly construed against the grantee. Any neglect, failure or refusal to comply with any of the terms and provisions of the franchise agreement shall constitute grounds for the suspension or forfeiture of the franchise, shall give to the grantee not less than thirty (30) days notice in writing of any default thereunder. If the grantee does not, within the noticed period, begin the work of compliance or after such beginning does not prosecute the work with due diligence to completion, the Council may hold a hearing, at which the grantee shall have the right to appear and be heard, and thereupon the Council may determine whether such conditions are material and essential to the franchise and whether the grantee is in default with respect thereto and may declare the franchise suspended or forfeited. Notice of said hearing shall be given to the grantee by certified mail not less than five (5) days before said hearing. (2319-10/78) 3.44.170 Value of Franchise. The grantee of any franchise awarded to a public utility, by accepting the terms and conditions thereof, stipulates and agrees that in any proceeding for the purpose of adjusting the rates of the grantee, no greater value shall be placed upon the franchise than the actual cash paid therefor by the grantee. (2319-10/78) 3.44.180 State Highways. If any street or portion thereof becomes a state highway, except for the right to continue to collect franchise payments in such other rights as by law remain with the City, the state shall succeed to all rights reserved to the City by the franchise. (2319-10/78, 3889-9/10) 3.44.190 Eminent Domain. No franchise granted by the City shall in any way impair or affect the right of the City or any successor in authority to acquire the property of the grantee by purchase or condemnation, and nothing contained in such a franchise shall be construed to contract away, modify or abridge either for a term or in perpetuity the City's right of eminent domain in respect to any public utility. (2319-10/78, 3889-9/10) 3.44.200 Publication Costs. The grantee shall pay to the City within thirty (30) days after receiving a statement therefore, all advertising and publishing costs, including the cost of publishing the granting of the franchise, if necessary. (2319-10/78, 3889-9/10) 3.44.210 Assignment. The grantee shall not directly or indirectly sell, transfer, assign or lease the franchise or any part thereof, or allow any other person or entity to operate any pipeline or related facility subject to the franchise, except with the written approval of the Council which may be withheld at its sole and absolute discretion. Such sale, transfer, assignment, or lease shall be made only by filing with the Council a copy of the duly executed instrument of such sale, transfer, assignment or lease and a written request for the consent of the Council to such sale, transfer, assignment or lease. If such duly executed instrument and such written request is not filed with the Council before the expiration of thirty (30) days after the effective date of such sale, transfer, assignment or lease, then, upon the expiration of said thirty (30) days, the franchise shall be subject to forfeiture and the Council may, without notice, revoke the franchise. As a condition to the granting of consent to such sale, transfer, assignment or lease, the Council may impose such additional terms and conditions upon the franchisee and upon the grantee or assignee, which the Council may deem to be in the public interest. Such additional terms and conditions shall be expressed by Council resolution. Nothing herein contained shall be construed to grant to the grantee the right to sell, transfer, assign or lease the franchise, or any part thereof, except in the manner aforesaid. This section applies to any assignment, whether by operation of law, by a voluntary act of the grantee or otherwise and includes a transfer of more than fifty percent (50%) of the voting stock of any corporate grantee or the change in identity of any general partner of a franchisee which is a partnership, whether to a third party or to any subsidiary, parent, or affiliated agency of franchisee. (2319-10178, 3889-9/10) 3.44.220 Hold Harmless. The grantee shall be responsible to the City and shall defend, indemnify and hold harmless the City and its officers and employees from all damages or liability City of Huntington Beach Municipal Code Chapter 3.44 Page 6 of 16 9/15/10 arising from the use, operation or maintenance of the facilities erected, constructed, laid, operated or maintained thereunder. (2319-10/78, 3889-9/10) Franchisee hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to franchisee's employees and damage to franchisee's property, arising directly or indirectly out of the obligations or operations herein undertaken by franchisee, caused in whole or in part by any negligent act or omission of the franchisee, any subfranchisees, anyone direcly or indirectly imployed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Franchisee shall conduct all defense at its sole cost and expense and City shall approve selection of franchisee's counsel. City shall be reimbursed for all costs and attorney's fees incurred by City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitations upon the amount of indemnification to be provided by franchisee. (3889-9/10) 3.44.230 Standards. All facilities erected, constructed, laid, operated or maintained under the provisions of the franchise shall be erected, constructed, laid, operated or maintained in accordance with and conforming to all the ordinances, codes, rules and regulations now or hereafter adopted by or prescribed by the Council. (2319-10/78) 3.44.231 Conflicting Improvements. If the City or any other public entity constructs or maintains any storm drain, sewer structure, or other facility or improvement under or across any facility of the grantee maintained pursuant to the ordinance, the grantee shall provide at no expense to the City or other public entity such support as shall be reasonably required to support, maintain and protect grantee's facility. (3889-9/10) 3.44.240 Defective Facilities. If any portion of any street shall be damaged by reason of defective facilities laid or constructed under the franchise, the grantee shall, at its own expense, repair any such defect and put such street in as good condition as it was before such damage was incurred, to the satisfaction of the City. If the grantee, within ten (10) days after receipt of written notice from the City, instructing it to repair such damage, shall fail to commence to comply with such instructions, or, thereafter, shall fail diligently to prosecute such work to completion, then the City immediately may do whatever work is necessary to carry out said instructions at the cost and expense of the grantee, which cost and expense, by the acceptance of the franchise, the grantee agrees to pay upon demand. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof, the City without notice may repair such damage and the grantee agrees to pay the reasonable cost thereof upon demand. (2319-10/78, 3889-9/10) 3.44.250 Hazardous Substances. Prior to the issuance of any excavation permit for the construction or installation of any pipeline for the transmission of flammable liquids or gases, written approval shall be obtained from the Director. Said approval may be withheld at the sole and absolute discretion of the Director. Said approval may be based on the determination that no undue fire hazard will be created to life or property in the areas through which the proposed pipeline will be located. To make such determination, consideration shall be given to: (3889-9/10) (a) Type of hydrocarbon to be transmitted. (b) Density of population or structural development in the area through which the pipeline will be located. (c) Adequacy of water supplies for fire control purposes. City of Huntington Beach Municipal Code Chapter 3.44 Page 7 of 16 9/15/10 (d) Extent of available public fire protection facilities. (e) Number and location of shutoff valves in line. (2319-10/78) 3.44.251 Damage to Public Property Generally. Any damage done directly or indirectly to any public property by grantee, in exercising directly or indirectly any right, power, or privilege under this franchise, or in performing any duty under or pursuant to the provisions of this section, shall be promptly repaired by grantee at its sole cost and expense to as good a condition as it was befor such damage was incurred, and to the satisfaction of the Director. If the franchisee, within ten (10) days after receipt of written notice from the City, instructing it to repair such damage, shall fail to commence to comply with such instructions, or thereafter, shall fail to diligently prosecute such work to completion, the City immediately may do work necessary to carry out said instructions and the cost and expense of the franchisee, which cost and expense, by the acceptance of the franchise, the franchisee agrees topay upon demand. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof, the City without notice may repair such damage and the franchisee shall pay all costs incurred. (3889-9/10) II. COMPENSATION 3.44.252 Public Utility Not Transmitting Oil or Products Thereof. The franchisee of any franchise awarded to a public utility or non-public utility not transmitting oil or products thereof, as consideration for such franchise, shall annually pay to the City in lawful money of the United States, within thirty (30) days after the end of each calendar year and during the life of the franchise for each and every year, including the year of granting the franchise a franchise fee negotiated as part of the franchise agreement (unless preempted by State Law) arising from the use, operation or possession of the franchise. (3889-9/10) 3.44.253 Length. Whenever the length of any wire, pipe or conduit is a factor in calculating any payment due under any franchise granted by the, all service connections shall be excluded in determining such lengths. (3889-9/10) 3.44.255 Public Utility Transmitting Oil or Products Thereof. The franchisee of any franchise awarded for a pipeline transmitting oil or products thereof which has been determined by the Public Utilities Commission to be a public utility, as consideration for such franchise, shall, within thirty (30) days after the end of each calendar year and during the life of the franchise for each and every year, including the year of granting the franchise, annually pay to the City in lawful money of the United States, a fee in the following amounts as required by State law. In the event these referenced fees increase pursuant to State law, the fees referenced herein shall increase by the same: (3889-9/10) Pipelines with an Internal Diameter of. Base Rate Per Lineal Foot 0-4 inches .088 6 inches .132 8 inches .176 10 inches .220 12 inches .264 14 inches .308 16 inches .352 18 inches .396 20inches .440 22 inches .484 24 inches .528 26 inches .572 28inches .616 30 inches .660 (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 8 of 16 9115/10 For pipelines with an internal diameter not listed above, the fees shall be in the same proportion to the fees of a twelve (12)-inch-diameter pipe as the diameter of the unlisted pipe is to twelve (12) inches. (3889-9110) The amount of the fee or charge provided for in this paragraph shall be multiplied by the Consumer Price Index, all Urban Consumers (CPI-UI) for the Los Angeles -Riverside -Orange County Area for the month of September immediately preceding the month in which payment is due and payable, and divided by the Consumer Price Index, All Urban Consumers (CPI-U for the Los Angeles -Riverside -Orange County Area for June 30, 1989, (1982-84=100.0)). (3889-9/10) 3.44.256 Non -Public Utility Franchises. The franchisee of any franchises awarded to other than a public utility transmitting oil or oil products thereof, as further consideration for such franchise including the extension, renewal, or continuation of a previously granted franchise, shall pay to the City in lawful money of the United States the following fees: (3889-9/10) 3.44.260 Basic Granting Fee. In the event of an initial grant of franchise or franchises which extend, renew, or continue previously granted franchises, a base granting fee shall be required as established, and amended from time to time, by resolution of the City Council. (2319-10/78, 2676-2/84) 3.44.270 Base Annual Fee. A base annual fee shall be paid by franchisee within thirty (30) days after the end of each calendar year including the year of granting the franchises, according to the franchise payment period as defined in this chapter, in the following amounts: (2319-10/78, 2676-2/84, 3889-9/10) Pipelines with an Internal Diameter of: Amount Per Lineal Foot 0-4 inches .590 6 inches .895 8 inches 1.197 10inches 1.485 12inches 1.787 14 inches 2.092 16 inches 2.377 18inches 2.682 20 inches 2.984 22inches 3.272 24 inches 3.574 26inches 3.879 28inches 4.164 30 inches 4.469 The base annual rate applicable to pipelines with an internal diameter falling between incremental size categories shall pay a rate determined by adding the price corresponding to the lower size to a figure computed by multiplying the difference between the higher and lower price times the multiplier. The multiplier will be determined by dividing the difference between the size of the pipe and the lower size category by the difference between the two size categories. In determining the number of feet of pipeline upon which the annual fee will be computed, the greatest number of feet of pipeline covered by the franchise during the calendar year for which payment is due will be utilized. The base annual fee shall be paid no later than 30 days and a penalty at the rate of ten (10) percent per month or fraction thereof beyond the payment date shall be charged, but in no event shall said penalty exceed fifty (50) percent. (3889-9/10) The City reserves the right to adjust the base fees established hereunder at any time after the effective date of the ordinance. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 9 of 16 9/15/10 3.44.271 Payments to City. Payment is due 30 days after the City's invoice date and a 10% per month late penalty and 18% annual interest cost will be charged for any delinquent payment. The City will also withhold any permits/not renew licenses if any payment is delinquent. Payments should be mailed to the City Treasurer, City of Huntington Beach, P.O. Box 711, Huntington Beach, CA 92648-0711. (3889-9/10) 3.44.280 Base Construction Charges. The holder of the franchise shall pay at the time of installation, relocation or replacement of any segment of pipe or pipeline, or any other facility covered by the franchise agreement, a base construction charge established, and amended from time to time, by resolution Of the City Council. (2319-10/78, 2676-2/84) 3.44.290 Adjustments --Base Annual Fee. The amount of each base annual fee as specified in the above section shall be revised every year, in accordance with the following formula: (3889-9/10) (a) The Consumer Price Index, All Urban Consumers (CPI-U) for the Los Angeles -Riverside - Orange County area (1982-84=100) as published by the United States Bureau of Labor Statistics ("Bureau"), shall be defined as the "index," and such index as it stands on August 1, 2010 shall be defined as the "base index" and the index for the month of September immediately preceding the fee payment date shall be defined as the "current index;" (3889-9/10) (b) If the current index differs from the base index, then the base annual fee shall increase or decrease by the percentage increase or decrease between the current index and the base index, provided that, if the current index drops below the base index, no adjustment shall be made. The base annual fee shall be multiplied by an adjustment factor determined by dividing the current index by the base index. (3889-9/10) For example, if the base index is 185.0 and the current index is 190.5, the annual franchise fee shall be (i.e. 190.5/185.0.= 1.0297), times the base annual fee, provided however, under no circumstances shall the multiplying factor be less than one, nor shall the annual franchise fee calculated using said factor, be less than the base annual fee. If the Bureau shall revise the index, the parties hereto shall accept the method of revision for conversion recommended by the Bureau; and (3889-9/10) (c) If the Bureau discontinues the preparation or publication of the CPI-U, All Urban Consumers for the Los Angeles -Riverside -Orange County area (1982-84=100), and if no transposition table prepared by the Bureau is available, then the amount of each annual franchise fee shall be computed by reference to such other price index as may be chosen by the City, and the City shall be the sole judge of comparability of successive indices and its determination on this point shall be final and conclusive. In no event shall the annual franchise fee adjustment by reference to such other price index be less than the base annual fee as set forth herein. (3889-9/10) (d) Publication and Administrative Issuance Costs. The franchisee shall pay to the City within thirty (30) days after receiving a statement therefore, all administrative and other costs incurred by the City processing the application for a franchise, including but not limited to the preparation of any reports, statements or studies pursuant to the California Environmental Quality Act (Public resources Code Section 21000, et seq.) and any similar federal statute, or any successor statute, and for any and all advertising and publishing costs, including the cost of publishing the ordinance, if necessary, incurred in connection with the granting of the franchise. (3889-9/10) (e) The base annual fee may also be amended from time to time by resolution of the City Council. (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 10 of 16 9115110 3.44.300 Proration of Payments. In the event of abandonment of facilities with the approval of the City as elsewhere in this chapter provided, or in the event of removal of such facilities by the franchisee, or in the event of the grant of a franchise with an initial franchise payment period of less than one year, the annual franchise fee required under the aforementioned sections shall be prorated for the calendar year in which such removal or abandonment or grant occurs as of the end of the calendar month in which removed, abandoned or granted. (2319-10/78, 3889-9/10) 3.44.310 Records. Franchisee shall keep and preserve for a period of five (5) years subsequent to the date of the most recent franchise fee determination all the records necessary to determine the amount of such franchise fee. At all reasonable times, the franchisee shall permit the City or its duly authorized representative to examine all property of the franchisee erected, constructed, laid, operated or maintained pursuant to the franchise, together with any appurtenant property of the franchisee, and to examine and transcribe any and all books, accounts, papers, maps, and other records kept or maintained by the franchisee or under its control which concern the operations, affairs, transactions, property or financial condition of the franchisee with respect thereto. Said records shall be made available to the City at a location in the County of Orange. (2319-10/78, 3889-9/10) III. CONSTRUCTION 3.44.320 Construction Requirements. Pipelines and appurtenances shall be constructed and maintained in a good workmanlike manner in conformity with applicable law and the terms and conditions of any City ordinance, rule or regulation now, or as hereafter amended, adopted or prescribed by the City. All pipes pipelines and appurtenances will be installed in accordance with the latest revision of the "American Standard Code of Pressure Piping ASA B31.4." (2319-10/78, 3889-9/10) 3.44.330 New Installation or Replacement. New installations or replacements of pipelines and appurtenances and all other facilities necessary for the installation, operation, maintenance, and safety of pipelines and conduits shall be laid and maintained only pursuant to applicable law and permit issued by the Department. All such installations or replacements shall be reviewed by the Director as to the most desirable location in the streets of the City and his decision shall be final and binding on the franchisee. (2319-10/78, 3889-9/10) 3.44.340 Permits. Where the provisions of any City ordinance, resolution or regulation, which shall be in force at that time, require the issuance of an excavation, encroachment or other type of permit, the franchisee shall not commence any excavation or encroachment work under the franchise until it shall have obtained such permit from the Department except in cases of emergency affecting public health, safety or welfare or the preservation of life or property, in which case the franchisee shall apply for such permit not later than the next business day. (3889-9/10) The application of the franchisee for such permit shall show the following facts: the length and proposed location of the pipeline and/or appurtenance intended to be installed, and such other facts as the Department may require. The franchisee shall pay any and all permit inspection fees required by the Department. (2319-10/78, 3889-9/10) 3.44.350 Work On and Restoration of Streets. The work of constructing, laying, replacing, maintaining, repairing or removing all pipelines and appurtenances authorized under the provisions of this chapter in, over, under, along or across any street shall be conducted with the least possible hindrance to the use of the street for purposes of travel. As soon as such work is completed, all portions of the street which have been excavated or otherwise damaged thereby shall promptly and in a workmanlike manner be repaired, replaced or restored and placed in as good condition as before the commencement of such work and shall be done to the satisfaction of the Director at the expense of the franchisee, and in accordance with the terms and conditions of any City ordinance, resolution or regulation. For streets that have been rehabilitated within three City of Huntington Beach Municipal Code Chapter 3.44 Page 11 of 16 9115110 (3) years prior to the proposed work, the City shall require the resurfacing, or other treatment, of the entire lane widths of the street as directed by the Director. For those streets that have not been rehabilitated by the City within three (3) years prior to the proposed work, the restoration shall be in full compliance with City requirements. All restoration, repair or replacement work shall be done to the satisfaction of the Director at the expense of the franchisee in accordance with all applicable law. In the event that the franchisee shall fail or neglect to make such highway repair, replacement or restoration work, ten (10) days after notice therefore has been given franchisee by the Director, the City may repair, replace or restore said highway at the expense of franchisee. Franchisee agrees to pay to the City the cost of performing such work. The amount so chargeable shall be the direct cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (2319-10/78, 3889-9/10) 3.44.360 Failure to Comply Timely. In the event that the franchisee fails to complete the work within the time specified in the permit, the City may require the franchisee to pay to the City not more than five hundred dollars ($500) per day as liquidated damages for each day construction extends beyond the time specified in the permit. (3889-9/10) Whenever the franchisee fails to complete any work required by the terms and provisions of the franchise, and the permits issued thereunder, within the time limits required thereby, the City may complete or cause to be completed any and all such work at the expense of the franchisee. The franchisee agrees to pay to the City the cost of performing such work. The amount so chargeable to franchisee shall be the direct cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (2319-10/78, 3889-9/10) 3.44.370 Completion Statement. Upon the completion of the construction of any pipelines or other facilities constructed pursuant to said franchise, the franchisee shall submit a statement to the Director, identifying the permit or permits issued by the Department, the total length of pipeline, pipeline material, diameter of pipeline, the construction of which was authorized under such permit or permits, and the total length of pipeline or facilities actually laid and as -built drawings. (2319-10/78, 3889-9/10) 3.44.371 Responsibility. In addition to any indemnification set forth herein, franchisee shall be specifically responsible to the City and shall save the City, its officers, agents, and employees, free and harmless from all damages or liability arising from any damage or injury suffered by any person by reason of any excavation or obstruction being improperly guarded during any work authorized pursuant to the franchise or the failure to neglect of the franchisee to properly perform, maintain, or protect any phase of such work. (3889-9/10) 3.44.380 Facilities. The franchisee shall have the right to construct, maintain and repair such traps, manholes, conduits, valves, appliances, attachments and other facilities as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise, and said facilities shall be kept flush with the surface of the street and so located as to conform to applicable law including any ordinance, resolution or regulation of the City, or of any permit issued by the Department in regard thereto and shall not interfere with the use of the street for travel. The franchisee shall have the right subject to such ordinances, resolutions and regulations as are now or may hereafter be in force, to make all necessary excavations in said street for the construction, maintenance and repair of said facilities; provided, however, that the franchisee shall first obtain an excavation permit from the Department for doing any such work. (2319-10/78, 3889-9/10) 3.44.386 Shoring. The franchisee shall provide at its sole cost such shoring or other support as shall be reasonably required to support, maintain, and protect franchisee's facilities in connection with any storm drain or sewer construction by the City or in connection with any facility constructed by City, or by any successor agency. (3889-9/10) 3.44.390 Ordinary Repair. The franchisee shall be privileged to excavate in the road or street for line repair for the number of days agreed upon by the franchisee and the Department City of Huntington Beach Municipal Code Chapter 3.44 Page 12 of 16 9/15/10 provided, however, that the franchisee shall first obtain an excavation permit from the Department for the doing of any such work. (2319-10/78, 3889-9/10) 3.44.391 Relocation of Pipelines and Facilities. The City reserves the right to change the grade, to change the width or to alter or change the location of any street over which the franchise is granted. If any of the pipelines, facilities or appurtenances heretofore or hereafter constructed, installed or maintained by the franchisee pursuant to the franchise on, along, under, over, in, upon or across any street are located in a manner which conflict in any way with the change of grade, traffic needs, operation, maintenance, improvements, repair, construction, reconstruction, widening, alteration or relocation of the street, the franchisee shall relocate permanently or temporarily any such facility at no expense to the City upon receipt of a written request from the Director to do so, and shall commence such work on or before the day specified in such written request which date shall be not less than thirty (30) days from receipt of such written request. Franchisee shall thereafter diligently prosecute such work to completion. (3889-9/10) The City reserves the right for itself, and all other public entities which are now or may later be established, to lay, construct, repair, alter, relocated and maintain subsurface or other facilities or improvements of any type or description in a governmental but not proprietary capacity within the streets over which the franchise is granted. If the City or any other public entity finds that the location or relocation of such facilities or improvements conflicts with the facilities laid, constructed or maintained under the franchise, whether such facilities were laid before or after the facilities of the City or such other public entity were laid, the franchisee of such franchise shall at no expense to the City or public entity, on or before the date specified in a written request from the Director, which date shall be not less than thirty (30) days after the receipt of such notice and request to do so, commence work to change the location either permanently or temporarily of all facilities so conflicting with such improvements to a permanent or temporary location in said streets to be approved by the Director and thereafter diligently prosecute such work to completion. (3889-9/10) 3.44.400 Breaks or Leaks. If any portion of the street shall be damaged by reason of breaks or leaks in any pipe, conduit, or appurtenance constructed or maintained under the franchise, the franchisee thereof shall, at its own expense, immediately following written or oral notification thereof, promptly repair any such damage and put such street in as good condition as it was in before such damage or leak, all to the satisfaction of the Department. The franchisee shall obtain an excavation permit from the Department for the doing of any such work. (2319-10/78, 3889-9/10) 3.44.410 Emergency Equipment. At all times during the term of this franchise, the franchisee shall maintain or arrange for, on a twenty-four (24) hour a day basis adequate emergency equipment and a properly trained emergency crew within a radius of twenty-five (25) miles from any facilities installed or maintained pursuant hereto for the purpose of shutting off the pressure and the flow of contents of such facilities in the event of an emergency resulting from an earthquake, act of war, civil disturbance, fire, flood, or any other cause or nature whatsoever. (2319-10/78) 3.44.420 Removal or Abandonment of Facilities. (a) At the expiration, revocation or termination of this franchise or the permanent discontinuance of the use of all or a portion of its facilities, the franchisee shall, within thirty (30) days thereafter make written application to the Director for authority either: (1) to abandon all or a portion of such facilities in place; or (2) to remove all or a portion of such facilities. Such application shall describe the facilities desired to be abandoned or removed by reference to the map or maps required by Section 3.44.080 and shall also describe with reasonable accuracy the physical condition of such facilities. The Director shall determine whether any abandonment or removal which is thereby proposed may be effected without detriment to the public interest and under what conditions such proposed abandonment or removal may be safely effected and shall then notify the franchisee of his determination. The franchisee shall City of Huntington Beach Municipal Code Chapter 3.44 Page 13 of 16 9/15110 pay to the City the cost of all tests required to determine the disposition of the application for abandonment removal. (3889-9110) (b) Within thirty (30) days after receipt of such notice, the franchisee shall apply for a permit from the Department to abandon or remove the facility and shall pay all fees and costs related thereto. Such permit is to contain the conditions of abandonment or removal as may be prescribed by the Director. Any abandonment shall be conditioned, in part, upon the franchisee's compliance with the provisions set forth in this Chapter. (3889-9110) The franchisee shall, within ninety (90) days after obtaining such permit commence and diligently prosecute to completion, the work authorized by the permit. If the franchisee applies for authority to abandon all or a portion of its facilities in place, and the Director determines that abandonment in place of all or part of the facilities may be affected without detriment to the public interest, the franchisee shall pay to the City a fee which shall be computed as follows: Pipelines with an Internal Diameter of Amount per Lineal Foot 0-12inches $15.00 14-18-inches $22.00 20-30inches $28.00 (2319-10178, 3889-9110) 3.44.430 Failure to Comply. (a) If any facilities to be abandoned "in place" subject to prescribed conditions shall not be abandoned in accordance with all such conditions the Director may make additional appropriate orders, including an order that the franchisee shall remove any or all such facilities. The franchisee shall comply with such additional orders. (b) In the event that the franchisee shall fail to comply with the terms and conditions of abandonment or removal as may be required by this chapter and within such time as may be prescribed by the Director, the City may remove or cause to be removed such facilities at the franchisee's expense. The franchisee shall pay to the City the cost of such work plus the current rate of overhead being charged by the City for reimbursable work. (3889-9110) (c) If, at the expiration, revocation or termination of this franchise, or of the permanent discontinuance of the use of all or a portion of its facilities, the franchisee shall, within thirty (30) days thereafter, fail or refuse to make written application for the abovementioned authority, the Director shall make the determination as to whether the facilities shall be abandoned in place or removed. The Director shall then notify the franchisee of his determination. The franchisee shall thereafter comply with the provisions of subsection (b) of section 3.44.420. (2319-10178) 3.44.440 Abandonment "In Place" Conditions. Facilities abandoned "in place" shall be subject to the condition that if, at any time after the effective date of the abandonment, the Director determines that the facility may interfere with any public project, franchisee or its successor in interest must remove the facility at its expense when requested to do so by the City or to pay City for the cost of such removal. (2319-10/78, 3889-9/10) 3.44.447 ODeration After Franchise Expiration — Revocable_L.icense. If a franchise is to expire within sixty days according to the franchise terms, and a new franchise has been requested, but has not yet been granted, the franchisee may request the Mayor and City Council to issue the franchisee a written revocable license, for a renewable term not to exceed one hundred twenty (120) days from the expiration of the franchise, permitting the franchisee to continue to locate its existing facilities in or upon public property in the City during the term of the license. The Mayor and City Council may issue such a revocable license, subject to any restrictions, terms, and conditions (including compensation), without limitation, that they deem City of Huntington Beach Municipal Code Chapter 3.44 Page 14 of 16 9/15/10 to be in the best interests of the City. Nothing herein requires the Mayor and City Council to grant such a revocable license, nor does the issuance of such a revocable license require that the Mayor and City Council grant the franchisee a new franchise. Upon request of the franchisee, the City Clerk shall provide a revocable license application form. (3850-1/10) IV. SPECIAL PROVISIONS FOR PETROLEUM PIPELINES (3889-9/10) 3.44.450 Rights Granted. The franchisee granted a petroleum pipeline franchise shall have the right during the life thereof to transport oil, gas, gasoline, petroleum, wet gas and other hydrocarbon substances through the pipelines maintained under the franchise. If the franchisee or assignee later qualifies before the Public Utilities Commission of the State of California as a common carrier, the franchisee or assignee shall then have no right to continue to operate hereunder after the date of such qualification except with the consent of the Council, granted upon such additional terms and conditions as the Council may deem proper or as superseded by statute. Such additional terms and conditions shall be expressed by resolution. (2319-10/78, 3889-9/10) 3.44.460 Materials Used. All pipelines used or to be used for the transportation of oil, gas, gasoline, petroleum, wet gas and other hydrocarbon substances shall be first class and standard material as set forth by current American Petroleum Institute pipeline specifications. (2319-10/78) 3.44.470 Approvals. On all pipelines laid pursuant to the franchise, the Director shall approve where flush -valve connections shall be placed in the line. The availability of adequate water supplies, the hydrocarbons transmitted in the line, and the location of control valves shall be considered when making such determination. Such flush -valve connections shall be installed in the manner prescribed by the Director. (2319-10/78) 3.44.480 Reports. The franchisee during the life of the franchise, within sixty (60) days after the expiration of each franchise payment period, shall: (a) File with the Director two copies of a verified report of the franchisee showing for the immediately preceding franchise period, the length of lines in streets, the internal diameter of such lines, the rate per foot per year and the total amount due the City. (3889-9/10) (b) File with the Director a report in triplicate, showing the permit number of each permit obtained for the installation of new mains during the immediately preceding franchise payment period, together with the length and size of said mains. On this report the franchisee shall show any change in franchise footage since the last franchise payment period segregating such footage as to new mains laid, old mains removed, old mains abandoned in place, and the footage of mains in territory annexed or incorporated since the last franchise payment period. (2319-10/78) (c) All payments should be mailed to the City Treasurer, City of Huntington Beach, P.O. Box 711, Huntington Beach, CA 92648-0711. (3889-9/10) 3.44.490 Payments Due. Except for pipelines lawfully maintained other than by the authority granted by the franchise, the semi-annual payments shall accrue from the respective dates of installation, whether before or after the effective date of the franchise agreement, and such payments, together with the initial construction charges, if any, shall be due and payable semi- annually. (2319-10/78, 3889-9/10) 3.44.500 Cost of relocation. Franchisee shall bear the costs of removing and relocating its facilities used and maintained under this franchise if made necessary by any lawful change of grade, alignment or width of any public street, way, alley or place, or for any public project, even if franchisee's facilities are located on a private easement. If the grantee after reasonable notice, fails or refuses to relocate permanently or temporarily its facilities located in, on, upon, along, under, over, across or above any highway or to pave, surface, grade, repave, resurface or regrade City of Huntington Beach Municipal Code Chapter 3.44 Page 15 of 16 9115110 as required, pursuant to any provision of the franchise, the City or other public entity may cause the work to be done and shall keep an itemized account of the entire cost thereof, and the grant shall hold harmless the City, its officers and employees from any liability which may arise or be claimed to arise from the moving, cutting, or alteration of any of the grantee's facilities, or the turning on or off of water, oil, or other liquid, gas, or electricity. (2319-10/78, 3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 16 of 16 9/15/10 EXHIBIT D REINSTATEMENT FEE PAYMENT SCHEDULE INITIAL BALANCE: $639,753.92 MONTHLY PAYMENT: $5,331.28 Month Payment Balance 1 $5 331.28 7 $634,422:6Ti 2 $5,331.28 $629,091.36 $62i,760.08 4 $5,331.28 $618,428.80 5 " ,.$5,331.28 $613,09752 6 $5,331.28 $607,766.24 $602,434;96 8" $5,331.28 $597,103.68 $591,77240 10 $5,331.28 $586,441.12 11 $5,331.28 $581109:84 12 $5,331.28 $575,778.56 13 $5,333.28 $570,447,28 14 $5,331.28 $565,116.00 15 $5,331.28 $559 784 72 16 $5,331.28 $554,453.44 17 �$5,331.28 $549,122:16: 18 $5,331.28 $543,790.88 19 " $5,33128 $538 459 60 20 $5,331.28 $533,128.32 21 28,$527,797.04 22 $5,331.28 $522,465.76 23" $5,331.28 $517,134,48 24 $5,331.28 $511,803.20 25" $5 331.28" $506,471.92 26 $5,331.28 $501,140.64 27 $5 331.28 $495,809.36 28 $5,331.28 $490,478.08 33128 $485,14680 30 $5,331.28 $479,815.52 33128 484; $474,24 32 $5,331.28 $469,152.96 33 $5,331:28 $463,82168 34 $5,331.28 $458,490.40 35 $5,331.28 $45315912 36 $5,331.28 $447,827.84 37 $5 33L 8 $442 496`56 38 $5,331.28 $437,165.28 39 ,$5,331.28 $431,834':00 40 $5,331.28 $426,502.72 41 $5,33168 $421,17144 Month Payment Balance 42 ' "$5,33128' . $415,846.16 43 $5,331.28 $410,508.88 44 $5 33128 ", $405,177:60 45 $5,331.28 $399,846.32 46 $5,33128 " $394515.' 4 47 $5,331.28 $389,183.76 48 ` $5;331.28 $383;852.48 49 $5,331.28 $378,521.20 50 ` $5,33128$373,189.92 51 $5,331.28 $367,858.64 52 ` $5,33128 $362 527 36 53 $5,331.28 $357,196.08 54-; $5,33128 $35186480 55 $5,331.28 $346,533.52 56, $5,33128 $341;202,24 57 $5,331.28 $335,870.96 58. $5 33]. 28 $330,539 68" 59 $5,331.28 $325,208.40 60 55,33128 $319,87712 61 $5,331.28 $314,545.84 eim 62' $5 33128 63 $5,331.28 $303,883.28 64; $5;33128 "',: $298,552 00 65 $5,331.28 $293,220.72 66 $5,33128 $287,889.44" 67 $5,331.28 $282,558.16 fib $5,33128 ""$277 226.88 69 $5,331.28 $271,895.60 70' $5,33128 $266,564,32 71 $5,331.28 $261,233.04 72-; $5 33128 :. $255,96176 73 $5,331.28 $250,570.48 74 $5,331 28 " $245,239.20 75 $5,331.28 $239,907.92 76 $5,33128 $,234;576 64 77 $5,331.28 $229,245.36 78 "$5,33128$223,914.08 79 $5,331.28 $218,582.80 80 $5,33128 $213,251.52 81 $5,331.28 $207,920.24 82J $5,33128$202 58896 Month Payment Balance 83." " $5,33128 $197;25,7.68- 84 $5,331.28 $191,926.40 $186,595.12 86 $5,331.28 $181,263.84 87- $5;33128 $175,932:56' 88 $5,331.28 $170,601.28 89 $5,331.21, $165,270.00 90 $5,331.28 $159,938.72 91. $5;331.28, " $154,607.44' 92 $5,331.28 $149,276.16 93 $5,33128 143,944.88;. 94 $5,331.28 $138,613.60 95 $5,33128 `$133,282:32" 96 $5,331.28 $127,951.04 97; $5,33128 $122 619"76„ 98 $5,331.28 $117,288.48 99` 55 33128 $111,957, 20 100 $5,331.28 $106,625.92 101 $5;33128 $101;294:64. 102 $5,331.28 $95,963.36 103 $5,33128 $90,632 08'- 104 $5,331.28 $85,300.80 105 $5",33128: ", ' $79,969:52- 106 $5,331.28 $74,638.24 107 $5;33128 "" 569,306.95 108 $5,331.28 $63,975.68 109 $5;33128 " "r $58 644.40' 110 $5,331.28 $53,313.12 111 $5,33128 ', ; $47,981.84 112 $5,331.28 $42,650.56 1131ij,$5,33128 $37,319 28 114 $5,331.28 $31,988.00 11"S $5;33128 ' $26,656.72: 116 $5,331.28 $21,325.44 117; $5;33128 ', $15,994":16,' 118 $5,331.28 $10,662.88 119. $5,332 28 120 $5,330.60 $0.00 Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation Ord. No. 4008 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing ordinance was read to said City Council at a Regular meeting thereof held on January 21, 2014, and was again read to said City Council at a Regular meeting thereof held on February 3, 2014, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. AYES: Sullivan, Hardy, Harper, Boardman, Carchio, Shaw, Katapodis NOES: None ABSENT: None ABSTAIN: None I, Joan L. Flynn, CITY CLERK of the City of Huntington Beach and ex-officio Clerk of the City Council, do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Fountain Valley Independent on February 13, 2014. In accordance with the City Charter of said City Joan L. Flynn, City Clerk Senior Deputy City Clerk ,RECEIVED BY. 1 (Date) Y TO: FROM: DATE: SUBJECT: City Treasurer City Clerk Bond Acceptance have received the bonds CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. .Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. /97700 Re: Tract No. CC No. MSC No. Other No. i�4`a�T" Tt✓?�U g:/forms/bond transmittal to treasurer014_ (Company Name) Approved Agenda Item No. City Clerk Vault No. SIRE System ID No. CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office after signing/dating —�. /// Z201 (Council Approval Date) / CONTINUATION CERTIFICATE Surety Company: Liberty Mutual Insurance Company Bond Number: 022042356 Dated: December 5, 2012 Type of Bond: Performance Bond, Pipeline Franchise Agreement by Ordinance No. 315 Amount: $100,000.00 Executed on Behalf of Paramount Petroleum Corporation In Favor of City of Huntington Beach, 2000 Main St, Huntington Beach, CA 92648 Continued From: December 5, 2013 To: December 5, 2014 In consideration of an agreed premium the bond described above is hereby continued in force for the period indicated. Continuation is subject to the condition that the maximum aggregate liability of the Surety under the bond and any and all continuations thereof shall in no event exceed the amount of liability shown herein. This certificate shall be valid only when executed by an attorney - in -fact of the Surety. Executed on the 11th day of December, 20 13. Liberty Mutual Insurance Company Surety Company By: .13-- Ames W. Baughman ttorney-In-Fact ACKNOWLEDGMENT BY SURETY STATE OF Texas COUNTY OF Dallas On this 11th day of December, 20 13, before me, a Notary Public, within and for said County and State, personally appeared James W. Baughman to me personally known who being duly sworn upon oath, did say that he is the Attorney -In -Fact of and for the Liberty Mutual Insurance Company a corporation created, organized and existing under and by virtue of the laws of the State of Massachusetts that the Corporate seal affixed to the foregoing within instrument is the seal of said Company that the seal was affixed and the said instrument was executed by authority of its Board of Directors, and the said James W. Baughman did acknowledge that he executed the said instrument as the free act and dppd of said Company. Kelly0-:0 1� ic A.Westbrook 2= My Commission Expires: October 9, 2014 [E:'--:%Notary KELLY A. WESTBROOK Public, State of Texasy Commission ExpiresOctober 09, -014 THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. 5496635 This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Certificate No. American Fire and Casualty Company Liberty Mutual Insurance Company The Ohio Casualty Insurance Company Peerless Insurance Company West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: ThatAmerican Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized under the laws of the State of Ohio, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, that Peerless Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, JAMES W. BAUGHMAN; KAREN CARR; KELLY A. WESTBROOK all of the city of WALLAS state of Tx each individually if there be more than one named, its true and lawful attorney -in -fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power ofAttorney has been subscribed by an authorized offs ceror official of the Companies and the corporate seals of the Companies have been affixed thereto this 31st day of July 2012. Nr,{ I,5 1,uc� American Fire and Casualty Company ~�;�� �� �� The Ohio Casualty Insurance Company N oLe��F ;& °��' �g¢9TF Liberty Mutual Insurance Company d O. f Iv 3sr�ss=c I,: LD1 t o O _ >i � Peerless Insurance Company xvi d�� _ /Q West American Insurance Company � d ��' Ie:� ��°� co d � C By. Gregory W. Davenport, Assistant Secretary cc i STATE OF WASHINGTON ss cc COUNTY OF KING O O v d On this 31st day of July 2012 before me personally appeared Gregory W. Davenport, who acknowledged himself to be the Assistant Secretary of American Fire and — = Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Company, Peerless Insurance Company and West American Insurance Company, and that he, as such, being d tL L. es authorized so to do, execute the foregoing Instrument for the purposes therein contained b signing on behalf of the corporations b himself as a duly authorized officer. O E 4)> 9 9 P P Y 9 9 rP Y Y CQ mIN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Seattle, Washington, on the day and year first above written. ro N O 4 ist:.r d tC0) ` 'a L Wv v KID Riley, Nota Public cc Cr+d IL cc l„,Eo cc O ` This Power ofAttomey is made and executed pursuant to and by authority of the following By-laws and A'utlionzations ofAmedcan Fire and Casualty Company, The Ohio Casualty Insurance A0 c d — Company, Liberty Mutual Insurance Company, West American Insurance Company and Peerless Insurance Company, which resolutions are now in full force and effect reading as follows: w +-� ' d � O O rARTICLE IV— OFFICERS — Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject w d O to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, :a E acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact, subject to the limitations set forth in their respective '� d 6. �-' powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so > O to executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under d 20 0 the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. w � to O w i ARTICLE XIII — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, w Z = and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execute, 00 seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact subject to the limitations set forth in their v respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so 0 executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes Gregory W. Davenport, Assistant Secretary to appoint such attorney -in -fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and biding upon the Company with the same force and effect as though manually affixed. I, David M. Carey, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, West American Insurance Company and Peerless Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attorney executed by said Companies, is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 11 ttbay of December , PO 13 ,,,AN Fjp qX Wsz D.L;a3Ua y11R V AME , - e� nl �,t �cesfsrva i;1901 (n a By: n� . c:At: % y s%EA1, f David M. Carey, Assistant Secretary POA-AFCC, LMIC, OCIC, PIC & WAIC LMS 12873 041012 ATTACHMENT # ,�C®R®IF CERTIFICATE F LIABILITY INSU NCE 7/31/2014 FDIDD/YYYY) 7/29//29/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES, LLC-N DALLAS 2100 ROSS AVENUE, SUITE 1400 DALLAS TX 75201 214-969-6700 CONTACT NAME: PHONE FAX q AIC No): E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # 1 INSURER A: Alon USA EnerprV.Inc. INSURED Paramount Petroleum Corp. 1055985 c/o Alon USA Energy, Inc. INSURER B: 2266 INSURER C : ACE Property & Casualty Insurance Co 20699 INSURER D : 12700 Park Central Drive, Suite 1600 Dallas TX 75251-1100 INSURER E: INSURER F : Cf1VFRAr;FS ATIITTCTII CERTIFICATE NUMRFR- 2634797 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DD/YYYYAGENERAL LIMITS LIABILITY COMMERCIAL GENE LIABILITY rADDLSUBR Y SIR $5 Million 7/31/2013 7/31/2014 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ XXXXXXX MED EXP (Any oneperson) CLAIMS -MA X OCCUR PERSONAL & ADV INJURY $ XXXXXXX GENERAL AGGREGATE $ XXXXXXX PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: $ POLICY F jE LOC B AUTOMOBILE LIABILITY N y ISAH08720678 7/31/2013 7/31/2014 COMBINED SINGLE LIMI I (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ XXXX �XX ANY AUTO BODILY INJURY Per accident) s XXXXXXX ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED AUTOS AUTOS X MCS 90 End. XIX PROPERTY DAMAGE $XXXXXXX $ XXXXXXX C X UMBRELLA LIAR EXCESS LIAB N OCCUR CLAIMS -MADE Y Y XOOG 27319294 7/31/2013 7/31/2014 EACH OCCURRENCE $ $2 j 000 000 AGGREGATE $ DED I X I RETENTION $ 2,000,000 $ 1 B B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? NI (Mandatory in NH) N / A Y WLRC47321177 SCF C47324373 (EXCEPT SWCS TX) 7/31/2013 7/31/2013 7/31/2014 7/31/2014, X TTI- ORY LIMNI IT ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Pipeline Franchise Agreement. Excess Liability includes a Named Perils and Time Element Polluti(ALhich rovides a limit of $5,000,000 per TO occurrence/ $25,000,000 policy aggregate. J 7r�i FORM H, CIt)/ Attornev B 10 Deputy CifrAt. rney GEK I II-IGA I L KULUtK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2634797 City of Huntington Beach its agents, officers and employees Chris Mendoza 2000 Main Street Huntington Beach CA 92648 The ACORD name and logo are registered marks of ACORD Wnrlrarc' f`^mnancn4inn —1 Fmni—arc' 1 inhiliki Dnli— Named Insured Endorsement Number ALON USA ENERGY, INC. Policy Number 12700 Park Central Drive, Suite 1600 DALLAS TX 75251 S mbol: WLR Number: C4732117 Policy Period Effective Date of Endorsement 07/31 /2013 TO 07/31 /2014 07/31 /2013 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation oft olic WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. Authorized Agent WC 00 03 13 (11/05) Ptd. U.S.A. Copyright 1982-83, National Council on Compensation Attachment Code: D478804 Certificate ID: 2634797 POLLUTION EXCLUSION a COMBINATION EXCEPTION TIME ELEMENT AND NAMED PERIL (With Insured's Retained Limit) Named Insured Alon USA Energy, Inc. Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorsement X00 G27319294 07/31/2013 to 07/31/2014 07/31/2013 Issued By (Name of Insurance Company) ACE Property and Casualty Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY POLICY Exclusion R. of Section V., EXCLUSIONS, is deleted and replaced by the following: This insurance does not apply: 1. To any injury, damage, expense, cost, "loss", liability or legal obligation arising out of or in any way related to pollution, however caused. 2. To any "loss", cost or expense arising out of any: a. Directive, request, demand, order or statutory or regulatory requirement that any "insured" or others.test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or b. Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of "pollutants". Pollution includes the actual, alleged, or potential presence in or introduction into the environment of any "pollutants", if such "pollutants" have, or are alleged to have, the effect of making the environment impure, harmful, or dangerous. Environment includes any air, land, structure or the air therein, watercourse or water, including underground water, and biota. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. This exclusion does not apply to "bodily injury" or "property damage" caused by pollution if the discharge, dispersal, seepage, migration, release or escape of "pollutants": 1. Is both unexpected and unintended from the standpoint of the "insured"; 2. Commenced abruptly and can be clearly identified as having commenced entirely at a specific time on a specific date during the "policy period"; and 3. Is caused: a. Solely by fire, lightning, explosion, windstorm, vandalism, malicious mischief, riot or civil commotion, flood, earthquake, sprinkler leakage, or discharge from a heating, ventilating or air conditioning system or collision or upset of a motor vehicle, mobile equipment or an aircraft; b. Or arises out of "your product" included in the "products -completed operations hazard'; or XS-20780a (08/09) © 2009 Page 1 of 2 Miscellaneous Attachment: M482298 Certificate ID:2634797 c. By any peril other than those listed in subparagraph 3.a. above, provided that the discharge, dispersal, seepage, migration, release or escape of "pollutants": (1) Is at or from any: (a) Premises, site or location which is owned by or occupied by, or rented or loaned to, any "insured"; or (b) Premises, site or location on which any "insured" or any contractors or subcontractors working directly or indirectly on any "insured's" behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such "insured", contractor or subcontractor; And (2) Is known by any "insured" within 20 days of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (3) Is reported to us within 80 days of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants". Notwithstanding anything to the contrary in the foregoing paragraphs and regardless of the cause of the pollution, this policy shall not apply to: 1. Loss of, damage to or loss of use of property directly or indirectly resulting from subsurface operations of the "insured", and/or removal of, loss or damage to subsurface oil, gas or other substance; 2. Any injury, damage, expense, cost, "loss", liability or legal obligation arising out of or in any way related to actual or alleged pollution or contamination at or from a waste site, meaning the part of any premises, site or location which is or was at the time used by any "insured" or by others for the storage, disposal, processing or treatment of waste of any kind. Waste site includes but is not limited to any landfill, pit or dumping ground, treatment, storage and disposal facility, lagoon or pond, drum storage or disposal area, disposal pipe outfall, injection well or any other repository of waste of any kind, whether permitted or not. Waste means any substance that: a. Is left over, or no longer in use, or discarded; b. Is to be reclaimed or recycled, or reconditioned; or c. Has been removed, treated, stored or disposed of as part of any environmental remediation effort. It is further agreed that solely with respect to any "occurrence" resulting in "bodily injury" or "property damage" caused by pollution which is covered by this policy but not covered by the "underlying insurance" due to any exclusion or exclusions contained therein, the "insured's" "retained limit" in the Limits of Insurance section of the Declarations is amended to $5,000,000. All other terms and conditions of the policy remain unchanged. Authorized Representative XS-20780a (08/09) © 2009 Page 2 of 2 Miscellaneous Attachment: M482298 Certificate ID: 2634797 Alon USA Energy, Inc. Miscellaneous Attachment: M482305 Certificate 11): 2634797 and Subsidiaries Alon Asphalt Bakersfield, Inc. Alon Assets, Inc. Alon Bakersfield Holdings, Inc. Alon Bakersfield Property, Inc. Alon Bakersfield Logistics, Inc. Alon Brands, Inc. Alon Crude Pipeline, LLC Alon Financial Services, Inc. Alon Paramount Holdings, Inc. Alon Supply, Inc. Alon Terminals, Inc. Alon USA Capital, Inc. Alon USA Delaware, LLC Alon USA Energy, Inc. Alon USA GP, LLC Alon USA Holdings, Inc. Alon USA Refining, Inc. Alon USA, Inc. Alon USA, LP Edgington Oil Company, LLC GTS Licensing Company, Inc. Paramount Nevada Asphalt Company, LLC Paramount of Oregon, LLC Paramount of Washington, LLC Paramount Petroleum Corporation Paramount Petroleum Corporation of Arizona, Inc. Skinny's, LLC Alon USA Partners, LP Alon USA Partners GP, LLC Southwest Convenience Stores, LLC Altair Paramount, LLC ACE Property & Casualty Insurance Company Excess Liability Policy # XOO G27319294 Effective: 07/31/13 to 07/31/14 Re: City of Huntington Beach its agents, officers and employees N. Transfer of Rights of Recovery Against Others to Us 3. If you waive any right of recovery against a specific person or organization for damages as required under an "insured contract', we will also waive any such rights we may have against such person or organization provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the "insured contract'. Miscellaneous Attachment: M482464 Certificate ID: 2634797 POLICY NUMBER: ISA H08720678 ADDITIONAL INSURED - DESIGNATED PERSONS OR ORGANIZATIONS ENDT. Named Insured Endorsement Number Alon USA Energy, Inc. Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA H 08720678 07/31 /2013 to 07/31 /2014 Issued By (Name of Insurance Company) ACE American Insurance Companv nsert the Dolicv number. The remainder of the information is to be completed only when this endorsement issued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM GARAGE COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM EXCESS TRUCKERS COVERAGE FORM Additional Insured (s): The City of Huntington Beach, its officers, agents and employees. A. For a covered "auto," Who Is Insured is changed to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your employees or agents. 3. Any person operating a covered "auto" with permission from You, any of your employees or agents. B. The persons or organizations named named in this endorsement are not liable for payment of your premium. Authorized Representative DA-9U74a (04/11) Attachment Code: D478528 Certificate ID: 2634797 Page 1 of 1 su ity INSURANCE AND INDEMNIFICATION WAIVER H Hunfin on BeachMODIFICATION REQUEST ® 1. Requested by: Luis Gomez 2. Date: November 29, 2012 3. Name of contractor/permittee: Paramount Petroleum Corporation (subsidiary of Alon USA) 4. Description of work to be performed: Use and maintenance of approximately 86,400 linear feet of existing petroleum pipelines located throughout City in public right-of-way. Refer to Franchise Aareement for further details. 5. Value and length of contract: Estimated at 2.1 million present value dollars 6. Waiver/modification request: $5 Million SIR 7. Reason for request and why it should be granted: Multi -billion dollar company with strong financials. 8. Identify the risks to the City in approving this waiver/modification: None - this agreement places Paramount Petroleum as the liable party for an existing pipeline network. rtment Head Signature ! 1&� � Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval fr m the City Admini trator's Office is only required if. Risk Management he City Attorney' Office disagree. 1. K k Management - y Approved ElDenied A 1-2/31la-/1 Signature Date 2. City Attorney's Office roved ❑ Den` 1 � 12 Signature Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Insurance Waiver Form 11/29/2012 3:03:00 PM GLASSIFIE°D r i ADVERTISING Printed by: 0602 Vacant BOs Arigele Mimed Salesperson: s Phone: Ad Copy: J d � — -Feb6 2014 824am Ad # 35763915 1, floe Angeles Mmez CITY OF HUNTINGTON BEACH LEGAL NOTICE ORDINANCE NO. 4008 Adopted by the City Council on FEBRUARY 3, 2014 "AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 2615 WHICH GRANTED AN OIL PIPELINE FRANCHISE" SYNOPSIS: City Council approved a Franchise Agreement with Paramount Petroleum Corporation (Paramount) for the operation and maintenance of an existing pipeline system used for the transportation of oil, gas, and other hydrocarbon substances. The pipeline system consists of approximately 86,400 linear feet of 6-inch, 10-inch and 12-inch diameter pipe. Cenco Refining, the former pipeline owner, held the last valid franchise agreement, which expired on December 31, 2005.In August 2006, Alon USA Energy, Inc., the parent company of Paramount, purchased the rights to the pipeline. The pipeline has been idle since its acquisition and is expected to remain idle for the next five to ten years. The Franchise Agreement allows Paramount to maintain the pipeline on standby and to preserve the pipeline for future use. Without the implementation of a Franchise Agreement, Paramount would be required to abandon the pipeline and lose its ability to reactive the pipeline in the future. The Agreement incorporates the changes made to Chapter 3.44 - Pipeline Franchises of the Huntington Beach Municipal Code in 2010. Terms of the Franchise Agreement include: -Term: 10 years -Base Grant Fee:$11,470 -Base Annual Fee: 2014 fee estimated at $117,024 (75% of Base Annual Fee will be collected during inactive status) -Maximum Inactive Status Period: 10 years -Reinstatement Fee: $639,753.92 (paid over 120 monthly payments of $5,331.28) -Corporate Surety Bond of $100,000 -Liability, Environmental and Workers Compensation Insurance The agreement provides substantial general fund revenue, estimated at $151,743 annually for a ten year period, and ensures continued maintenance and responsibility for a vast pipeline network currently present within City right-of-way. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting held February 3, 2014 by the following roll call vote: AYES: Katapodis, Hardy, Shaw, Harper, -- ad proof pg. 1 --- IIos Anime� ADVE TI SIINGD r!''� J r Printed by: 0602 Vacant Feb 6, 2014 8 24 am Salesperson: 6 �i 110.6 AttgCiC$ C�$1mCs Phone: Ad # 35763915 Boardman, Sullivan, Carchio NOES: None ABSTAIN: None ABSENT: None THE FULL TEXT OF THE ORDINANCE IS AVAILABLE IN THE CITY CLERK'S OFFICE. This ordinance is effective 30 days after adoption. CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 714-536-5227 JOAN L. FLYNN, CITY CLERK --- ad proof pg. 2 --- City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk February 18, 2014 Paramount Petroleum Attn: James A. Ranspot, Senior Vice President & General Counsel 12700 Park Central Dr. Suite 1600 Dallas, TX 75251 Dear Mr. Ranspot: Enclosed for your records is a duplicate original of the "Franchise Agreement Between the City of Huntington Beach and Paramount Petroleum Corporation." Sincerely, Joan L. Flynn, CMC City Clerk JF:pe Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand