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Torch Operating Company / DCOR LLC - 1997-04-21
RECEIVED BY: CITY CLERK RECEIPT COPY /,�,/�` Return DUPLICATE to . "k,P_ City Clerk's Office (Name) /_ after signing/dating (Date) CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: g15-1 j? SUBJECT: Bond Acceptance have received the bonds for W �1pi. LC (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. 4 TRACT AND DEVELOPMENT �aoo�d� Faithful Performance Bond No. r--�-- Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other q/'?1119q7 Re: Tract No. Approved 4144 - (Council Approval Date) CC No. Agenda Item No. MSC No. City Clerk Vault No. 6eLoa L19 Other No. SIRE System ID No. g:/forms/bond transmittal to treasurer 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: g15-/19 SUBJECT: Bond Acceptance have received the bonds for �D P , 1-LC, (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. 7000 `-7 Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other ILY Re: Tract No. Approved (Council Approval Date) CC No. Agenda Item No. MSC No. City Clerk Vault No. LIS- Other No. SIRE System ID No. g1forms/bond transmittal to treasurer CITY OF HUNTINGTON BEACH, BOND NO.: 7000000224 ORANGE COUNTY, CALIFORNIA FAITHFUL PERFORMANCE BOND DCOR, LLC KNOW ALL MEN BY THESE PRESENTS: WHEREAS, DCOR, LLC, a Texas limited liability company(hereinafter designated as "Principal") has executed an Oil Pipeline Franchise Agreement, Franchise Ordinance No. 3354 ("Agreement" herein)with the City of Huntington Beach, a municipal corporation ("City" herein"), whereby Principal agrees to construct, operate and maintain certain oil, gas and water pipelines in accordance with the terms and conditions of the Agreement, and WHEREAS, said Agreement is incorporated herein by this reference; and WHEREAS, said Principal is required under the terms of said Agreement to furnish a corporate surety bond or other approved improvement security to guarantee the faithful performance of said Agreement; and WHEREAS, Sirius America Insurance Company, a New York corporation authorized to do business in the State of California (hereinafter designated as "Surety") is prepared to furnish the required surety bond to guarantee the faithful performance of the Agreement by Principal. NOW, THEREFORE, Principal and Surety are held and firmly bound unto the City in the penal sum of One Hundred Thousand Dollars ($100,000.00), lawful money of the United States, for the payment of which we bind ourselves and our successors and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that the obligation shall become null and void if the above-bounded Principal, its successors or assigns, shall in all things stand to, abide by, well and truly keep and perform the covenants, conditions and provisions in said Agreement and any modification thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and hold harmless the City, its officers, agents and employees, as herein stipulated; otherwise, this obligation shall be and remain in full force and effect. As a part of the obligation secured hereby, and in addition to the face amount specified herein, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred by the City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby stipulates and agrees that no change, extension of time, alteration or addition of the terms of the Agreement, the work to be performed thereunder, or any plans and related specifications accompanying the Agreement shall in any manner affect its obligations on this bond. Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Agreement, the work, or any plans and related specifications. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety as of the date or dates set forth below the signatures of their authorized officers. Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgement. "PRINCIPAL" DCOR, LLC 290 Maple Court, Suite 290 Ventura, CA 93003 Dated: qu< of a S , 2018 "SURETY" Sirius America Insurance Company COUNTERPART 140 Broadway, 32"d Floor New York, NY 10005 By: Step`ha-n'ie Gunderson, Attorney-in-Fact Dated: August 27 , 2018 IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety as of the date or dates set forth below the signatures of their authorized officers. Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgement. "PRINCIPAL" DCOR, LLC 290 Maple Court, Suite 290 Ventura, CA 93003 By: Dated: 2018 ' "SURETY" Sirius America Insurance Company 140 Broadway, 32nd Floor New York, NY 10005 COUNTERPART By: Stephanie Gunderson, Attorney-in-Fact Dated: , 2018 APPROVED TO By: M HAEL E. TES CITY ATTORNEY C OF HUNTTN To N BEACH CALIFORNIA ALL-PURPOSE 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 CalifgP��� ) County of _��L �/ ) n �n , ( t �} On �I 3 6 � l o before me, /II DYl V12 1`& ► y `C�I ��e A Kda(y )G Date Here Insert Name and Title of the Officer personally appeared Nkc- N-( Wl odf- Name(s) of Signer(s) 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 signature(s)on the instrument the person(s), or the entity upon behalf of which the person(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�ny h nd and official seal. ' ,�_` YVONNE B.MCMILLEN 2 Notary Public-California Signature '� = Ventura County > Commission#2245941 Signature of Notary Public My Comm.Expires Jul 10,2022 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Do erat�L ��/ Title or Type of Document: c t M' fm^ (9n4 Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 Acknowledgment of Principal State of County of On the before me personally appeared to me known, who being by me duly sworn, did depose and say: that she/he is the of the the corporation described in and which executed the foregoing bond as principal; that she/he knows the seal of the said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation; and that she/he signed his name thereto by like order. Commission Expires: Notary Public Acknowledgement of Surety State of Texas County of Harris On the 27th day of August, 2018, before me personally appeared Stephanie Gunderson to me known, who being by me duly sworn, did depose and say that she is the Attorney-in-Fact of the Sirius America Insurance Company, the Surety in and which executed the foregoing bond; that she knows the seal of said Surety; that the seal affixed to said bond is the corporate seal of the Surety; that it was so affixed by authority of the power of attorney of the surety; and that she signed her name thereto by like authority. Commission Expires: 02/22/2021 Auturrintfockf6n, Notary Public Autumn Stockton Notary Public,State of Texas My Comm,Exp.02/22,,2021 Notary lD# 13101593-9 I WARNING: THIS POWER OF ATTORNE)`IS INVALID UNLESS PRINTED ON BLUE RINCKGROUND Sirius. .... insurance company " POWER OF ATTORNEY Attorney-In Fact No. 1800004-403001 :Certificate No. 0007 .' KNOW.ALL PERSONS BY THESE,PRESENTS:''That Sirius America Insurance Company is a.stock insurance company duly: organized and existing under the laws of the;State of.New York(hereinafter the"Company"), and that,the Corn any does hereby make, constitute and appoint Robert F.Bobo,Florence McClellan,Kristin Darling, Stephanie Gunderson,Timothy F.Kelly of the City'of Houston ,State of ;Its true.and lawful'Attorney(s)-In )act',.each in their separate capacity ifmore than one is named above,to sign,execute;seal and;acknowledge any and all bonds,recogni ances, contracts of indemnity,and other writings obligatory in nature of a bond,recognizance or conditional undertaking on behalf of the Companyp. IN WITNESS WHEREOF, the Company has caused this instrument to be signed and Jts corporate,seal:to be hereto affixed,this 1st day of Mav, ' ,:.. :: ,20 18. t?4NY By. D;., 9atthew Olsen Senior Vice President STATE OF CONNECTICUT COUNTY OF HARTFORD ss. On this 31 st day of May ,20 18 ,before me personally appeared D.Matthew Olsen, who acknowledged himself to be the Senior Vice President of.Sirius America Insurance Company, and tliat:he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporation by himself as a duly:Authorized..officer. IN WITNESS WHEREOF,I hereunto set my hand and official seal. �``�Cj A" M �,� Patricia A.McAndrew;Notary Public 44;��pTARY:�,; _ �. G, .`* PATRICIA A. MCANDREW . !��18 NOTARY PUBLIC MY COMMISSION EXPIRES NOV.30,2022 POA Paget t 443sa ai This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Board of Directors of Sirius America Insurance Company,which resolutions are now in full force and effect,reading as follows: RESOLVED, that the Chief Executive Officer,the President, any Senior Vice President, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in nature of a bond, recognizance, or conditional undertaking, and any of the said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED,that the Chief Executive Officer,the President, or any Senior Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance,or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President, any Senior Vice President, the Corporate Secretary or any Assistant Secretary and duly attested by a Secretary or Assistant Secretary; or(b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED,that the signature of each of the following officers: President, any Senior Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached; and it is FURTHER RESOLVED, that the foregoing shall not be deemed an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and it shall not limit or otherwise aft,ct the exercise of any such power or authority otherwise validly granted or vested. I, Robert P. Kuehn, the undersigned, Secretary, of Sirius America Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Company, which is in full force and effect and has not been revoked. I TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed the seal of the Company this ,�—I fi' dayof i tij i�J.f ,20 J � v 0 1079 NY By: �s P Robert ,Ku n t' S elary To verify the validity of this Power of Attorney,please call 1.844.312.4357. Please refer to Certificate No. O O 4and other details in this Power of Attorney as well as the details of the bond to which the power is attached. CERTIFICATION I,Linda Lieberman,Compliance Officer of Sirius America Insurance Company,do hereby certify that the attached Power of Attorney dated ,2018 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 D.Matthew Olsen,who executed the Power of Attorney as Senior Vice President,was on the date of execution of the attached Power of Attorney a duly elected Senior Vice President of the Sirius America Insurance Company. AIF No. 1 8 00004-403 00 1 POA Page 2 CITY OF HUNTINGTON., BEACH LEGAL NOTICE O UNANCE NO 3935': Adopted 6,the•Gty COoncil-. on MARCH 19;1012 ® "AN ORDINANCE'OF THE- 9 CITY OF- HUNTINGTQN BEACH AMENDING ORDI- LICATI NANCE` ,A WHICH �GRANTEDD'AN'OIL L PIPE-; LINE;FRANCHISE".' SYNOPSIS., .:.. IN`AUGUST.:2010,:, THE, CITY; _MADE','-'SUBSTAN-' TI'AL -CHANGES' TO CHAPTER 3.44 OF 'THE, STATE OF CALIFORNIA) HUNTINGTQN BEACH MUNIC-IPAL GORE- (HBMC) RELATING':-TO SS. PIPELINE FRANCHISES. NOW THATi. CURRENT- COUNTY OF ORANGE ) R Q C E TS- R A L REQUIREMENTS ARE IN PLACE` THE; CITY';l STAFF IS,MOVING,-FOR' WARD WITH.'UPDATING ALL OF THE CURRENT, I am a citizen of the United States and a 'FRANCHISES AND, AN- TICIPATED ":RENEWALS resident of the County of Los Angeles; I T H A T , A R E FORTHCOMING IN THE, am over the age of eighteen years, and NEXT'FEW YEARS CITY COUNCIL . AP- not a party to or Interested In the notice PROVED THE ,ASSIGN- ,MENT OF THE EXISTING published. I am a principal clerk of the TORCH OPERATING COMPANY _FRANCHISE HUNTINGTON BEACH T&=,NUEVO'. :ENERGY INDEPENDENT, which was adjudged a COMPANYX IOTo NPLAINS . . DUCTIOW COMPANY; newspaper of general circulation on AND FINALLY FROM PLAINS EXPLORATIONS September 29, 1961, case A6214, and 'AND PRODUCTION;COM-)� June 11, 1963, case A24831, for the 'EQRY rH QERA ON AND,;MAINTENANCE=QF City of Huntington Beach, County of A PIPELINE SYSTEM FOR THEE JRANSP-ORTATION Orange, and, the State of California. OF OIL,.;GAS, AND OTH= ER HYDROCARBON SUB; Attached to this Affidavit is a true and STANCES-..•<.;., . -TH`I S F.R AN,C H I SE complete copy as was printed and AGREEMENT'ORIGINAL- LY"COMMENCEDJW1997 published on the following dates). BETWEEN;THE CITY AND �,TORC:W,tOPERATING` CQMPA'NY AND-WILL;EX-= PIRE IN;FEBRUARY,2013: Thursday, March 29, 2012 THIS ASSIGNMENT WILL ALLOW' FOR.. THE EX;I TENDED 'THROUGH FEBRUARY,19, 2028,;'A EN.„ . FIFTE ,(15) YEAR ;. certify (or declare) under penalty CORPO ATESN ALL IN, \ p 1 CORPORATES ALL _QF' THE RECENT CHANGES of perjury that the foregoing is true TO CHAPTER„1"HBMC. A FEW OF:.THE MORE; and correct. SUBSTANTIAL:CHANGES, INCLUDE THE`%,F,O,LLOW ING (1).AN INCREASE IN THE',,BASE ANNUAL FEE;;REVENUE TO-THE GENERAL FUND "FROM $17,696: (2010) TO, Executed on April 4, 2012 $26,841 -(2011)' WITH Angeles, CQ'NSUMER at Los Angeles California PRICE INDEX,�(CPI) AU- JUSTMENTS',:FOR„THE, FUTURE; (2)=NEWTERM "OF FIFTEEN.(15) YEARS: RATHER THAN' FORMER: 'TWENTY 'FIVE (26) YEARS (3) ESTAB- ASES / I LISHES, A BASE: / /J J GRANTING FEE OF `7 / f J i., Z' $HE 00FAITHFULREPER- > FORMANCEBOND FROM. Signature $10 000 T_Q>$10&000; (5):�;ADDS.AN--ENVIRON- MENTAL---;,IMPAIRMENT. LIABILITY -INSURANCE PROVISIQNI`AND(6)UP- DATES'LiABILI,, IJVSUR-? ANCE.REQUIREMENTS; _ OVER`THE ,L"AST SEV ERAL;YEARS',DCOR;LLC' HAS:,BEEN FAITHFULLY' SUBMITTING`%PAYMENT TO=THE.,CITY BASED;ON T-H E'E,X I S-T I N`,G `AGREEM'EWT WITH TORCH 'OPERATING COMPANY. IT WAS ES- SENTIAL THAT THE CITY AMEND AND :ASSIGN, GUIVIr HINT;-.:fKANCHISE HUNTINGTON BEACH To NUEVO ENERGY INDEPENDENT, which was adjudged a COMPANY.PL ON AN To D P o DUCTIOM-,,COMPANY, newspaper of general circulation on AND FINALLY' FROM ,PLAINS EXPLORATIONS September 29, 1961, case A6214, and >AND;PRODUCTION COW June 1 1, 1963, case A24831, for the FORY�'T;HE I OPERATION` AND MAINTENANCE OF,, City of Huntington Beach, County of A PIPELINE SYSTEM FOR, THE TRANSPORTATION Orange, and, the State of California. OF.OIL,-GAS, AND:OTH- ER.,HYDROCARBON Attached to this Affidavit is a true and i STANCES. >THI'S'.-=FRANCHI3;E complete copy as was printed and AGREEMENT ORIGINAL- LY;COMMENCED IN-1997., published on the following date(s): BETWEEN=THE CITY AND :TORCH ;OPERATING` COMPANY"AND,WILL EXPIRE March 29, 2012 THISIASSGNMENT WILLi ALLOW FOR THE .EX-,d 'TENDED TERM THROUGH $FEBRUARY 19; .2028;, `A ;FIF.TEEN ,(15)F=,YEAR TERM. I certify (or declare) Under penalty THE "ASSIGNMENT IN -CORPORATES ALL- OF THE. RECENT- CHANGES of perjury that the foregoing is true TD:CHAPTER1"HBMC:; A -FEW OF lT[E,;,:MORE° and correct. SUBSTANTIAL CHANGES- INCLUDE THE-,FOLLOW NG: (1)''AN-INCREASE, IN THE:BASE ANNUAL FEE REVENUE TO THE ,GENERAL'`FUND`a FROM $-17,69`6 =(2010)'�TO- Executed on April 4, 2012 °$26;B41 (2011) WITH ANNUAL CONSUMER at Los Angeles California PRICE INDEX.,(CPI)-A , JUSTMENTS FOR THE ' FUTURE;;'(2).NEW TERM OF FIFTEEN (15) YEARS RATHER ;THAN.FORMER TWENTY FIVE (25) n YEARS (3), ESTAB- 7 1 LISHES A BASE / 'GRANTINGFEE"OF � f✓?,� ;' 1 ,� � ' $1�000� (4) INGREASES THE FAITHFUL :PER- FORMANCE;BOND FROM Signature .$10,000 �'7o, $100.000; (5)'ADDS'AN ENVIRON MENTAL-;:IMPAIRMENT, LIABILITY'0INSURANCE PROVISION;AND.'(6)UP- -0ATES LIABILITY,-INSUR- ANCE`REQUIREMENTS.', OVER .THE LAST SEW". ERAL YEARS;:DCOR,LLC HAS BEEN' FAITHFULLY. SUBMITTING_'PAYMENT TO THE.CITY BASED ON- T l, E` E X I S I`N.G. A G R.E.E M E N T'T' W liTZH TORCH OPER-A.TLUG- COMPANY.;IT WAS"ES- SENTIAL THAT THE'CITY AMEND. AND ,ASSIGN THI&;,AGREEMENT TO, DCOR;LLC„`SINCE_THEY „ARE.;;THE LEGALENTITY, OWNED THIS PARTICU= LAR;F RANGHISE. THERE 'WILL';ALSO- BE'ATINI- TIAL;INCREASE''OF,:AP-. PROXIMATELY; $10000 TO THE-.,GENERAL FUND: PASSED-zAND ADOPTED by the":City..Council o'F ,the,,City"ot;«Huntington' Beach"at a regular meet- ing`+,field March°19, 2012' by tf e,foIlowing roll:call AYES:-',Shaw, Harper Dwyer;Hansen; Ca�chio, Bohr,.Boaidman ' NOES-None- ABSTAIN:None ABSENT-None THE FULL TEXT OF THE :'ORDINANCE"iiS`rAVAIL- 4BLE"IN THt,,CITY CLERK'S OFFICE'- This ordinance i3 effec- tine 30 days.;'after adoption. CITY`OF.HUNTINGTON,'< BEACH- 2000 MAIN.STREET NUNTINGTOW BEACH, CA 92648,`:- _ `., 714-536-5227 -°JOAN L.FLYNN,CITY ='t . CLERK` Putrlishe-H.B.,,iindepen- dent.March 29;,2012.=';'=" RECEIVED,BY• CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Na after signing/dating :316/ (Date) �, CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION RECElV MAR 0 6 2012 TO: iih, City Treasurer FROM: / L DATE: 3,16Z,-� I l SUBJECT: Bond Acceptance I have received the bonds for 9 (Company Name) �I Faithful Performance Bond No. C�=lam N Labor and Material Bond No. Monument Bond No. Maintenance Bond No. Guarantee and Warranty Bond No. Re: Tract No. CC No. MSC No. GI Approved Zmv--4, Agenda Item No. (Council Approval Date) 1^ City Clerk Vault No. � e #27 gJfollowup/bondletter.doc ® ODa� d 3 Council/Agency Meeting Held: 215-lam/A Deferred/Continued to: P74j]� /9ZaQ,i IV Approved ❑ Conditionally Approved ❑ Denied ity I 's ature Council Meeting Date: March 5, 2012 Departm ID Number: ED 12-14 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Bob Hall, Deputy City Manager/Economic Development Director SUBJECT: Approve the Assignment and Amendment of Franchise Agreement between the City and DCOR, LLC and approve for introduction Ordinance No. 3935 amending Ordinance No. 3354 which granted a Petroleum Pipeline Franchise Statement of Issue: The City Council is asked to approve the Assignment and Amendment of a Franchise Agreement between the City and DCOR, LLC and adopt an ordinance amending Ordinance No. 3354 which granted a petroleum pipeline franchise. This approves and consents to the assignment of existing franchise from original franchisee (Torch Operating Company) to DCOR, LLC. Financial Impact: This will increase revenue to the General Fund by approximately $10,000 per year, Account Number 10000100.41230. Recommended Action: Motion to: A) Approve the "Assignment and Amendment of Franchise Agreement between the City and DCOR, LLC pursuant to City's Pipeline Franchise Ordinance;" and, B) Approve for introduction Ordinance No. 3935, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 3354 Which Granted an Oil Pipeline Franchise." Alternative Action(s): Do not approve Assignment and Amendment of Franchise Agreement or Ordinance. Analysis: In August 2010, the City made substantial changes to Chapter 3.44 of the Huntington Beach Municipal Code (HBMC) relating to Pipeline Franchises. Now that current procedural requirements are in place for the City, staff is moving forward with updating all of the current franchises and anticipated renewals that are forthcoming in the next few years. Staff is asking City Council to approve and consent to the assignment of the existing Torch Operating Company franchise to Nuevo Energy Company to Plains Exploration and Production Company, and finally from Plains Explorations and Production Company to Item 10. - 1 HB -120- REQUEST FOR COUNCIL ACTION MEETING DATE: 3/5/2012 DEPARTMENT ID NUMBER: ED 12-14 DCOR, LLC. for the operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances. This Franchise Agreement originally commenced in 1997 between the City and Torch Operating Company and will expire in February 2013. This assignment will allow for the extended term through February 19, 2028, a fifteen (15) year term. The request for assignment will incorporate all of the recent changes to Chapter 3.44 HBMC. A few of the more substantial changes include the following: (1) an increase in the base annual fee revenue to the General Fund from $17,696 (2010) to $26,841 (2011) with annual Consumer Price Index (CPI) adjustments for the future; (2) new term of fifteen (15) years rather than former twenty-five (25) years; (3) establishes a base granting fee of $10,000; (4) increases the Faithful Performance Bond from $10,000 to $100,000;. (5) adds an Environmental Impairment Liability Insurance provision; and (6) updates liability insurance requirements. Over the last several years, DCOR, LLC has been faithfully submitting payment to the City based on the existing agreement with Torch Operating Company. It is essential that the City amend and assign this agreement to DCOR, LLC, since they are the legal entity owned this particular franchise. This would also be an initial increase of approximately $10,000 to the General Fund. Therefore, staff is requesting City Council approval of the Assignment and Amendment of the Franchise Agreement between the City and DCOR, LLC. Environmental Status: Exempt from CEQA pursuant to section 15301, which is an exemption for (among other things) the operation of existing facilities involving negligible or no expansion of use. Strategic Plan Goal: Improve long-term financial sustainability Attachment(s): e o - o 1. "Assignment and Amendment of Franchise Agreement between the City of Huntington Beach and DCOR, LLC pursuant to Cit 's Pipeline Franchise Ordinance" 2. Ordinance No. 3935, "An Ordinance of the City of Huntington Beach Amending Ordinance No. 3354 Which Granted An Oil Pipeline Franchise" 3. Faithful Performance Bond 4. Certificate of Insurance 5. Power Point Presentation HB -121- Item 10. - 2 ASSIGNMENT AND AMENDMENT OF FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND DCOR,LLC PURSUANT TO CITY'S PIPELINE FRANCHISE ORDINANCE THIS ASSIGNMENT AND AMENDMENT OF FRANCHISE AGREEMENT (this "Amendment") is made and entered into this ` day of ad , 201 j,by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and PLAINS EXPLORATION AND PRODUCTION COMPANY, a Delaware corporation ("PXP" or "Assignor") and DCOR,_ ____ LLC, a Texas limited liability company("-DCOR or Assignee or Franchisee"), 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 WHEREAS, by Ordinance No. 3354, the City Council granted to Torch Operating Company a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances (the "Franchise Agreement"); and Said Franchise Agreement is due to expire on February 20, 2013; and Assignor wishes to assign to Assignee all of its rights and obligations under the Franchise Agreement with the CITY, pursuant to Huntington Beach Municipal Code Chapter 3.44; and PXP and DCOR have requested that the CITY consent to the assignment and amendment of the Franchise Agreement to DCOR following interim transfers from TORCH OPERATING COMPANY to NUEVO ENERGY COMPANY to PLAINS EXPLORATION AND PRODUCTION COMPANY, and finally from PLAINS EXPLORATION AND PRODUCTION COMPANY to DCOR; and Unless specifically amended by this Amendment the parties agree that the assignment of the Franchise Agreement will not affect past obligations created by Ordinance No. 3354, the Franchise Agreement or any revisions thereto, and; The Franchise Agreement and Huntington Beach Municipal Code ("HBMC") requires the prior written consent of the CITY for the assignment thereof, and; The City Council has determined that consent to the assignment and extension of said Franchise Agreement by the granting of this Amendment would be consistent with the public interest, convenience and necessity, 1 10-2748l70235 NOW, THEREFORE,the CITY, PXP and DCOR agree as follows: 1. GRANT The CITY hereby approves the assignment of the Franchise Agreement from Assignor to Assignee and amends the Term of the Franchise Agreement for a term commencing on the date this Amendment is approved by the City Council and extended through February 19, 2028, subject to all limitations, restrictions and conditions set forth in the Franchise Agreement incorporated herein by specific reference, and subject to all terms and conditions contained within HBMC Chapter 3.44 incorporated herein by specific reference. 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. The CITY hereby grants to DCOR 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, 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 DCOR'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. 2. 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 Amendment is approved by the City Council-as follows: Eight-inch natural gas pipeline running from DCOR's Platform Eva onshore to the Southern California Gas Company metering station near Los Patos Avenue as depicted on those certain alignment drawings titled TORCH OPERATING COMPANY - PLATFORM EVA GAS GATHERING PIPELINE SYSTEM and comprised of drawing numbers 32-A-001-G, 32-PA-101-G through 32-PA-104-G and 32-PA-107- G. Said drawings are made a part hereof by reference. Eight-inch crude oil pipeline running from DCOR's Platform Eva to DCOR's onshore separation facility known as "Fort Apache" and located near the intersection of Heil Avenue and Algonquin Avenue as depicted on those certain drawings titled "TORCH OPERATING COMPANY - PLATFORM EVA 8" OIL PIPELINE SYSTEM" and comprised of drawing numbers 32-A-001-L, 32-PA-101-L through 32- PA-111-L, inclusive, 32-P-203-L and 32-P-302-L. Said drawings are made a part hereof by reference. 2 10-2748/70235 Six-inch crude oil pipeline running from DCOR's Fort Apache facility to the "Sunset Heights Tie-in" located near the intersection of Heil Avenue and Golden West Street as depicted on those certain "Alignment Drawings" titled TORCH OPERATING COMPANY — FORT APACHE TO SUNSET HEIGHTS OIL GATHERING PIPELINE SYSTEM and comprised of drawing numbers 32-A-001-L, 32-PA-101-L through 32-PA-105-L, inclusive. Said drawings are made a part hereof by reference. In addition to these three pipelines, DCOR operates the following pipelines located in and around the Los Patos Gas Meter Site: 1. Two-inch natural gas pipeline consisting of 175 feet in length; and 2. Three-inch natural gas pipeline consisting of 129 feet in length DCOR also operates the following pipelines located in and around its Fort Apache facility: 1. Four-inch water pipeline consisting of 448 feet in length. 2. Four-inch crude oil pipeline consisting of 307 feet in length. 3. Six-inch crude oil pipeline consisting of 30 feet in length. 3. INCORPORATION OF PIPELINE FRANCHISE ORDINANCE AND DEFINITIONS The CITY's consent to the assignment and amendment of the 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"A,"and incorporated herein by this reference. All references in this Amendment and the Franchise Agreement to specific sections of the HBMC are references to those sections as they now exist and are reflected in said Exhibit "A." The words and phrases in this Amendment and the Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the HBMC. 4. COMPENSATION TO CITY DCOR shall pay the following fees to the CITY with respect to the rights and privileges granted to DCOR hereunder: 4.1 Base Granting Fee. DCOR shall pay the CITY the sum of ten thousand ($10,000.00) as a one-time base granting fee within thirty (30) days following the execution of this Amendment. 4.2 Base Annual Fee and Adjustments. 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, including all of 2011, as follows: 3 1 0-2 74 8/702 3 5 Pipeline Size Length Fee Total Due and Type in feetper foot 2"Gas 175' $0.590 $ 103.25 3"Gas 129' $0.590 $ 76.11 8"Gas 3,724' $1.197 $ 4,457.63 4"Water 448' $0.590 $ 264.32 4"Oil 307' $0.590 $ 181.13 6"Oil 30' $0.895 $ 26.85 6"Oil 13,201.77' $0.895 $11,815.58 8"Oil 8,284.35' $1.197 $ 9,916.37 26,299.12 $26,841.24 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. 4.3. Base Construction Charles. Pursuant to HBMC Section 3.44.280, DCOR 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. 4.4 Payments to City. Payment is due thirty (30) days after the CITY's invoice date and a ten percent (10%) per month late penalty and 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. 4.5. Faithful Bond Performance. On or before the effective date of this Amendment, Franchisee 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, 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 the 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 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 4 10-2748/70235 in consideration for the approval of this Amendment shall be deemed forfeited. 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, 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 CITY. 5. ASSIGNMENT Assignor hereby assigns all of its right, title, and interest, and delegates all of its obligations responsibilities and duties, in and to the Franchise Agreement, to Assignee. 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. CITY hereby consents to the assignment from Assignor to Assignee. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the CITY, its elected or appointed officials, agents, officers and employees 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 CITY's approval of 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. Assignee agrees to indemnify the CITY, its elected or appointed officials, agents, officers and employees 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 CITY's approval of the assignment of the Franchise Agreement. 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. 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 Amendment. 6. LIABILITY INSURANCE. The policy of liability insurance required by HBMC Chapter 3.44 shall be issued to DCOR 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: 5 10-2748nO235 (a) Negligent acts or omissions of DCOR 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. 7. 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. (a) If written with an annual aggregate limit, the policy limit should 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. 8. 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 DCOR 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. 9. INSURANCE--FILING. DCOR 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: 6 10-2748/70235 (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_b_y_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 DCOR has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that DCOR fails to maintain said policies in full force and effect. 10. 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. 11. SURRENDER DCOR shall have the right to surrender its rights under the Franchise Agreement and be relieved of the obligation to pay the base annual fee herein provided for at any time after the effective date hereof by filing written notice of its intention to surrender said right with the City Clerk of the CITY; provided, however that DCOR shall comply with the provisions of the existing "Pipeline Franchise Ordinance" as set forth in the HBMC relating to removal or abandonment of facilities. 7 10-2748/70235 12. ENTIRE AGREEMENT This Amendment and the Franchise Agreement contain the entire agreement of the parties and supersedes any prior understandings or agreements between DCOR and the CITY with respect to the matters addressed in this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Amendment of Franchise Agreement to be executed by and through their authorized officers on the date and year first above written. DCOR, LLC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California B {; a a Y roe U print name ITS: (circle one)Chairrnan/PresidentA4ice President Mayor By: " O� C. J City Clerk ecreta nt name v ITS: (circle one hiefFinancialOfficer/Asst. INITIATED AND APPROVED: Secretary-Treasurer LaL- 0 Director of Economic Development PLAINS EXPLORATION AND,,/ PRODUCTION COMPANY REVjEgND APPROVED: B _ mArae- A. 4C-N4..SL C' y Manager print name ITS: (circle one)Chairman/Presiden ice President AND APPROVED AS TO FORM: By: #� � /yf 9,1V,� - ► City Kttorney print name /(' ITS: (circle one)Secretary/Chief Financial Officer sst. //,A- tl Secreta -Treasurer Exhibit: A. HBMC Chapter 3.44 8 10-2748/70235 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 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. (2319-10/78) City of Huntington Beach Municipal Code Chapter 3.44 Page 2 of 16 9116110 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. (3889-9110) City of Huntington Beach Municipal Code Chapter 3.44 Page 3 of 16 9115/10 3.44.050 Term. Unless the franchise agreement granting the franchise provides otherwise, the term of the franchise shall be fifteen (15)years. (2319-10/78,3889-9/10) 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. (3889-9110) 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. (2319-10178,3889-9/10) 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: (3889-9110) (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 9/15110 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. (2319-10178,3889-9/10) 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. (2319-10/78,3889-9/10) 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 9/15110 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 9/15110 (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 0-4inches .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 28inches .616 30 inches .660 (3889-9/10) City of Huntington Beach Municipal Code Chapter 3.44 Page 8 of 16 9/15/10 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. (3889-9/10) The amount of the fee or charge provided for in this paragraph shall be multiplied by the Consumer Price Index, all Urban Consumers (CPI-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 6inches .895 8 inches 1.197 10inches 1.485 12inches 1.787 14inches 2.092 16 inches 2.377 18inches 2.682 20 inches 2.984 22inches 3.272 24 inches 3.574 26inches 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 9115/10 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 Adiustments--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 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. (2319-10178,3889-9/10) 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 1331 A." (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 (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 9116/10 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 20-30inches $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 9/16/10 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 9/15/10 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 ATTACHMENT #2 iin -i4-- Item 10. - 28 ORDINANCE NO. 3935 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING ORDINANCE NO. 3354 WHICH GRANTED AN OIL PIPELINE FRANCHISE WHEREAS, in April 1997, the City Council adopted Ordinance No. 3354 which granted a franchise to Torch Operating Company to construct, operate and maintain a pipeline for the transportation of oil; and DOOR, LLC subsequently became successor in interest to Torch Operating Company, 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 "Assignment and Amendment of Franchise Agreement between the City of Huntington Beach and DCOR, LLC and Torch Operating Company," 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. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 1.9th day of March , 2012 . 7-4 Mayor ATTEST: INIT.ABED AND APPROVED: City Clerk Director of Economic Development REVkpAND!� APPROVED:: APPROVED AS TO FORM: I c Ci Manager V City Attorne 67960 1 Exhibit"A" - Ordinance No 3935 ASSIGNMENT AND AMENDMENT OF FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND DCOR,LLC PURSUANT TO CITY'S PIPELINE FRANCHISE ORDINANCE THIS ASSIGNMENT AND AMENDMENT OF FRANCHISE AGREEMENT (this "Amendment") is made and entered into this J"r'" day of Ca°L , 201Z by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and PLAINS EXPLORATION AND PRODUCTION COMPANY, a Delaware corporation ("PXP" or "Assignor") and DCOR, - - LLC, a Texas limited liability company("DCOR or Assignee or Franchisee"),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 WHEREAS, by Ordinance No. 3354, the City Council granted to Torch Operating Company a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances (the "Franchise Agreement"); and Said Franchise Agreement is due to expire on February 20, 2013; and Assignor wishes to assign to Assignee all of its rights and obligations under the Franchise Agreement with the CITY, pursuant to Huntington Beach Municipal Code Chapter 3.44; and PXP and DCOR have requested that the CITY consent to the assignment and amendment of the Franchise Agreement to DCOR following interim transfers from TORCH OPERATING COMPANY to NUEVO ENERGY COMPANY to PLAINS EXPLORATION AND PRODUCTION COMPANY, and finally from PLAINS EXPLORATION AND PRODUCTION COMPANY to DCOR; and Unless specifically amended by this Amendment the parties agree that the assignment of the Franchise Agreement will not affect past obligations created by Ordinance No. 3354, the Franchise Agreement or any revisions thereto, and; The Franchise Agreement and Huntington Beach Municipal Code ("HBMC") requires the prior written consent of the CITY for the assignment thereof, and; The City Council has determined that consent to the assignment and extension of said Franchise Agreement by the granting of this Amendment would be consistent with the public interest,convenience and necessity, 1 10-2748nO235 Exhibit"A" - Ordinance No 3935 NOW, THEREFORE,the CITY, PXP and DCOR agree as follows: 1. GRANT The CITY hereby approves the assignment of the Franchise Agreement from Assignor to Assignee and amends the Term of the Franchise Agreement for a term commencing on the date this Amendment is approved by the City Council and extended through February 19, 2028, subject to all limitations, restrictions and conditions set forth in the Franchise Agreement incorporated herein by specific reference, and subject to all terms and conditions contained within HBMC Chapter 3.44 incorporated herein by specific reference. 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. The CITY hereby grants to DCOR 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, 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 DCOR'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. 2. 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 Amendment is approved by the City Council as follows: Eight-inch natural gas pipeline running from DCOR's Platform Eva onshore to the Southern California Gas Company metering station near Los Patos Avenue as depicted on those certain alignment drawings titled TORCH OPERATING COMPANY - PLATFORM EVA GAS GATHERING PIPELINE SYSTEM and comprised of drawing numbers 32-A-001-G, 32-PA-101-G through 32-PA-104-G and 32-PA-107- G. Said drawings are made a part hereof by reference. Eight-inch crude oil pipeline running from DCOR's Platform Eva to DCOR's onshore separation facility known as "Fort Apache" and located near the intersection of Heil Avenue and Algonquin Avenue as depicted on those certain drawings titled "TORCH OPERATING COMPANY - PLATFORM EVA 8" OIL PIPELINE SYSTEM"and comprised of drawing numbers 32-A-001-L, 32-PA-101-L through 32- PA-111-L, inclusive, 32-P-203-L and 32-P-302-L. Said drawings are made a part hereof by reference. 2 10-2748nO235 Exhibit"A" - Ordinance No 3935 Six-inch crude oil pipeline running from DCOR's Fort Apache facility to the "Sunset Heights Tie-in" located near the intersection of Heil Avenue and Golden West Street as depicted on those certain "Alignment Drawings" titled TORCH OPERATING COMPANY — FORT APACHE TO SUNSET HEIGHTS OIL GATHERING PIPELINE SYSTEM and comprised of drawing numbers 32-A-001-L, 32-PA-101-L through 32-PA-105-L, inclusive. Said drawings are made apart hereof by reference. In addition to these three pipelines, DCOR operates the following pipelines located in and around the Los Patos Gas Meter Site: 1. Two-inch natural gas pipeline consisting of 175 feet in length; and 2. Three-inch natural gas pipeline consisting of 129 feet in length DCOR also operates the following pipelines located in and around its Fort Apache facility: 1. Four-inch water pipeline consisting of 448 feet in length. 2. Four-inch crude oil pipeline consisting of 307 feet in length. 3. Six-inch crude oil pipeline consisting of 30 feet in length. 3. INCORPORATION OF PIPELINE FRANCHISE ORDINANCE AND DEFINITIONS The CITY's consent to the assignment and amendment of the 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"A," and incorporated herein by this reference. All references in this Amendment and the Franchise Agreement to specific sections of the HBMC are references to those sections as they now exist and are reflected in said Exhibit "A." The words and phrases in this Amendment and the Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the HBMC. 4. COMPENSATION TO CITY DCOR shall pay the following fees to the CITY with respect to the rights and privileges granted to DCOR hereunder: 4.1 Base Granting Fee. DCOR shall pay the CITY the sum of ten thousand ($10,000.00) as a one-time base granting fee within thirty (30) days following the execution of this Amendment. 4.2 Base Annual Fee and Adjustments. 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, including all of 2011, as follows: 3 10-2748nO235 Exhibit"A" - Ordinance No 3935 Pipeline Size Length Fee Total Due and Tyne in feet per foot 2"Gas 175' $0.590 $ 103.25 3"Gas 129' $0.590 $ 76.11 8"Gas 3,724' $1.197 $ 4,457.63 4"Water 448' $0.590 $ 264.32 4"Oil 307' $0.590 $ 191.13 6"Oil 30' $0.895 $ 26.85 6"Oil 13,201.77' $0.895 $11,815.58 8"Oil 8,284.35' $1.197 $ 9,916.37 26,299.12 $26,841.24 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. 4.3. Base Construction Charges. Pursuant to HBMC Section 3.44.280, DCOR 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. 4.4 Payments to City. Payment is due thirty (30) days after the CITY's invoice date and a ten percent (10%) per month late penalty and 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. 4.5. Faithful Bond Performance. On or before the effective date of this Amendment, Franchisee 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, 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 the 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 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 4 10-2748/70235 Exhibit"A" - Ordinance No 3935 in consideration for the approval of this Amendment shall be deemed forfeited. 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, 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 CITY. 5. ASSIGNMENT Assignor hereby assigns all of its right, title, and interest, and delegates all of its obligations responsibilities and duties, in and to the Franchise Agreement,to Assignee. 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. CITY hereby consents to the assignment from Assignor to Assignee. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the CITY, its elected or appointed officials, agents, officers and employees 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 CITY's approval of 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. Assignee agrees to indemnify the CITY, its elected or appointed officials, agents, officers and employees 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 CITY's approval of the assignment of the Franchise Agreement. 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. 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 Amendment. 6. LIABILITY INSURANCE. The policy of liability insurance required by HBMC Chapter 3.44 shall be issued to DCOR 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: 5 10-2748nO235 Exhibit"A" - Ordinance No 3935 (a) Negligent acts or omissions of DCOR 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. 7. 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. (a) If written with an annual aggregate limit, the policy limit should 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. 8. 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 DCOR 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. 9. INSURANCE--FILING. DCOR 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: 6 10-2748nO235 Exhibit"A" - Ordinance No 3935 (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 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 DCOR has complied with the aforementioned provisions of this section, and any such operation shall be suspended during any period that DCOR fails to maintain said policies in full force and effect. 10. 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. 11. SURRENDER DCOR shall have the right to surrender its rights under the Franchise Agreement and be relieved of the obligation to pay the base annual fee herein provided for at any time after the effective date hereof by filing written notice of its intention to surrender said right with the City Clerk of the CITY; provided, however that DCOR shall comply with the provisions of the existing "Pipeline Franchise Ordinance" as set forth in the HBMC relating to removal or abandonment of facilities. 7 10-2748/70235 Exhibit "A" - Ordinance No. 3935 12. ENTIRE AGREEMENT This Amendment and the Franchise Agreement contain the entire agreement of the parties and supersedes any prior understandings or agreements between DCOR and the CITY with respect to the matters addressed in this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Amendment of Franchise Agreement to be executed by and through their authorized officers on the date and year first above written. DOOR, LLC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of B California rt o►w rch print name ITS: (circle one)Chairman/Presiden ice President Mayor AN By; .4 C. Tc n City Clerk 3A e nrintname �/ ITS: (circle one ecret hief Financial Officer/Asst. INITIA ED AND APPROVED: Secretary-Treasurer CO2 Director of Economic Development PLAINS EXPLORATION AND, PRODUCTION COMPANY f�' REVIE ND APPROVED: B . (\AA-eLc- A. 4ZrQ5►SL Cl y Manager print name ITS: (circle one)Chairman/Presiden ice President AND APPROVED AS TO FORM: y /J City ttomey/ J print name T/�✓`—r ITS: (circle one)Secretary/Chief Financial Officer sst. Secre -Treasurer Exhibit: A. HBMC Chapter 3.44 8 10-2748/70235 Exhibit"A" - Ordinance No 3935 /,C3 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 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 9115110 Exhibit"A" - Ordinance No 3935 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 Exhibit"A" - Ordinance No 3935 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. (3889-9110) (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. (3889-9110) (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 Exhibit"A" - Ordinance No 3935 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 Exhibit"A" - Ordinance No 3935 (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. (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 Exhibit"A" - Ordinance No 3935 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. (2319-10/78,3889-9/10) 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 Exhibit"A" - Ordinance No 3935 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 Exhibit"A" - Ordinance No 3935 (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 6inches .132 flinches .176 10inches .220 12inches .264 14 inches .308 16 inches .352 18 inches .396 20inches .440 22inches .484 24inches .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 9/15110 Exhibit"A" - Ordinance No 3935 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 6inches .895 8 inches 1.197 10inches 1.485 12 inches 1.787 14inches 2.092 16inches 2.377 18inches 2.682 20 inches 2.984 22inches 3.272 24inches 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 Exhibit"A" - Ordinance No 3935 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 Chmes. 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 Adiustments--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 Exhibit"A" - Ordinance No 3935 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 1331.4." (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 Exhibit"A" - Ordinance No 3935 (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 to 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. (2319-10178,3889-9/10) 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 Shorins. 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 Exhibit"A" - Ordinance No 3935 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 Emer2ency 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 to 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 Exhibit"A" - Ordinance No 3935 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 Exhibit"A" - Ordinance No 3935 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 Exhibit"A" - Ordinance No 3935 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 9115/10 Ord. No. 3935 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 March 5,2012, and was again read to said City Council at a regular meeting thereof held on March 19,2012, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman 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 March 29,2012. In accordance with the City Charter of said City Joan L. Flynn, City Cle dW Clerk and ex-offici Jerk Senior Deputy City Clerk of the City Council of the City of Huntington Beach, California ATTACHMENT #3 CITY OF HUNTINGTON BEACH, ORANGE COUNTY, CALIFORNIA Bond No. : SUR0015260 FAITHFUL PERFORMANCE BOND DOOR, LLC KNOW ALL MEN BY THESE PRESENTS: WHEREAS, DCOR, LLC, a Texas limited liability company (hereinafter designated as "Principal") has executed an Oil Pipeline Franchise Agreement, Franchise Ordinance No. 3354 ("Agreement" herein) with the City of Huntington Beach, a municipal corporation ("City" herein"), whereby Principal agrees to construct, operate and maintain certain oil, gas and water pipelines in accordance with the terms and conditions of the Agreement, and WHEREAS, said Agreement is incorporated herein by this reference; and WHEREAS, said Principal is required under the terms of said Agreement to furnish a corporate surety bond or other approved improvement security to guarantee the faithful performance of said Agreement; and WHEREAS, Argonaut Insurance Company, an Illinois corporation authorized to do business in the State of California (hereinafter designated as "Surety") is prepared to furnish the required surety bond to guarantee the faithful performance of the Agreement by Principal. NOW, THEREFORE, Principal and Surety are held and firmly bound unto the City in the penal sum of One Hundred Thousand Dollars ($100,000), lawful money of the United States, for the payment of which we bind ourselves and our successors and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that the obligation shall become null and void if the above-bounded Principal, its successors or assigns, shall in all things stand to, abide by, well and truly keep and perform the covenants, conditions and provisions in said Agreement and any modification thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and hold harmless the City, its officers, agents and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect. As a part of the obligation secured hereby, and in addition to the face amount specified herein, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred by the City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement, the work to be performed thereunder, or any plans and related specifications accompanying the Agreement shall in any manner affect its obligations on this bond. Surety hereby waives notice of any such change, 1 10-2748/70566 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ) i County of F 711 JQ ) On ! - /I before me, ��z&A L L�./la y�l Date Here Insert Name and TI of the Officer personally appeared J,� r-e_ 4 • [0/4- -Y(f,111_ Name(s)of Signer(s) who proved to me on the basis of satisfactory ( evidence to be the person() whose name() is/aFe- i subscribed to the within instrument and acknowledged to me that he/sue-executed the same in his/her,41geaF authorized capacity(t@A), and that by ) SUSAN L.WARREN hisAie it signature(, on the instrument the ) Commission# 1829884 person(4, or the entity upon behalf of which the Notary Public-California z person(o acted, executed the instrument. Ventura County n 1 Comm.Expires Jan 23,2013 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. Sic nature: -l�0/t.i� Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ` Description of Attached Document ) Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) ) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Individual ❑ Individual ❑ Partner—❑Limited ❑General Top of thumb here ❑ Partner—❑ Limited ❑General Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator ) ( ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: ©2008 National Notary Association•9350 Dc Soto Ave P.O.Box 2402•Chatsworth,CF 9?313-2402•www.NationalNotar,.orp 4=m#5907 Reorder:Call Toll-Free 1-800-876-6827 Argonaut Insurance Company AS-0023567 225 W. Washington, 6th Floor Chicago, IL 60606 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the Argonaut Insurance Company,a Corporation duly organized and existing under the laws of the State is of Illinois and having its principal office in the County of Cook,Illinois does hereby nominate,constitute and appoint: R.F.Bobo Jon Douglas Burnham Shona D.Holmes Angela P.Hyle Timothy F.Kelly John A Martinez Florence McClellan,Kristin Hager-,sand Keicha e : Ann Smiths, 'Y;s s its true and lawful agent and attorney-in-fact,to make,execute,seal and deliver for and on its behalf as surety,and as its act and deed any and alhbohds; I•r contracts,agreements of indemnity and other undertakings in suretyship provided,however,that the penal sum of any one such instrument exe`c'uted ,, hereunder shall not exceed the sum of. $15,000,000.00 ;=u This Power of Attorney is granted and is signed and sealed under and by the authority of the following Resolution adopted by the`Board of Directors of Argonaut Insurance Company: " "4 "RESOLVED,That the President,Senior Vice President,Vice President,Assistant Vice President,Secretary,Treasurerand each of them hereby is authorized to execute powers of attorney,and such authority can be executed by use of facsimile signature,whicfi may be attested or acknowledged by any officer or attorney,of the Company,qualifying the attorney or attorneys named in the given power of attorney,t'0 'cute in behalf of,and acknowledge as lic- the act and deed of the Argonaut Insurance Company,all bond undertakings and contracts of suretyship,and to a ix the corporate seal thereto." IN WITNESS WHEREOF,Argonaut Insurance Company has caused its official seal to be heir-e'untd,affixed and these presents to be signed by its duly authorized officer on the 15th day of September,2008. Argonaut Insurance Company Po -Am L a By. k ''N- Michael E.Arledge President STATE OF TEXAS COUNTY OF BEXAR SS: t> E P On this 15th day of September,2008 A.D.,before,me,aiNotary,?ublic of the State of Texas,in and for the County of Bexar,duly commissioned and qualified,came THE ABOVE OFFICER OF THE COMPANY,to me personally known to be the individual and officer described in,and who executed the preceding instrument,and he acknowledged the ezecutton of same,and being by me duly sworn,deposed and said that he is the officer of the said Company aforesaid,and that the seal affixed to the preceding instrument is the Corporate Seal of said Company,and the said Corporate Seal and his signature as officer were duly affixed and subscribed to the said instrument by the authority and direction of the said corporation,and that Resolution adopted by the Board of Directors of said Company;-eferred 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 County of Bexar,the day and year first above written. Tr- _ BECKY JIMENEZ '4 4 Notary Public,State of Texas My Commission Expires December 30,2011 (Notary Public) I,the undersigned Officer of the Argonaut Insurance Company,Illinois Corporation,do hereby certify that the original POWER OF ATTORNEY of which the foregoing is a full,true and correct copy is still in full force and effect and has not been revoked. IN WITNESS WHEREOF,I have hereunto set my hand,and affixed the Seal of said Company,on the 14 th day of November Robert F.Thomat Vice President THIS DOCUMENT IS NOT VALID UNLESS PRINTED ON SHADED BACKGROUND WITH BLUE SERIAL NUMBER IN THE UPPER RIGHT HAND CORNER.IF YOU HAVE QUESTIONS ON AUTHENTICITY OF THIS DOCUMENT CALL(210)321 -8400. Acknowledgment of Surety State of Texas County of Harris On the 14th day of November, 2011, before me personally appeared John A. Martinez to me known, who being by me duly sworn, did depose and say that he is the Attorney-in-Fact of Argonaut Insurance Company, the Surety in and which executed the foregoing bond; that he knows the seal of said Surety; that the seal affixed to said bond is the corporate seal of the Surety; that it was so affixed by authority of the power of attorney of the surety; and that he sign d his name thereto by like authority. Commission Expires: 08/14/2013 Notary Public, Glenda F. Bihm F�ICY PLC GLENDA F BIHM My Commission Expires August 14, 2013 ��q OF 1E1'�b ATTACHMENT #4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ 1/1/2013 12/20/2011Y) 2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS 'ERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES GLOW. 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 CONTACT LOCKTON COMPANIES,LLC N PHONE 5847 San Felipe,Suite 320 Arc No Ext: Arc No): Houston TX 77057 E-MAIL INSURER(S)AFFORDING COVERAGE NAIC III INSURER A: Gemini Insurance CornDany 10833 INSURED DCOR,LLC INSURER B: Berkley National Insurance Company 38911 1346569 Dos Cuadras Offshore Resources,LLC INSURER C: Signal Mutual Indemnity Association 290 Mapple Court Suite 290 INSURER D: Ventura CA 93003 INSURER E: INSURER F COVERAGES AH CERTIFICATE NUMBER: 11060704 REVISION NUMBER: XXX3)CKX 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 ALC THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS R ADDL SUBR POLICY EFF POLICY EXP LIMITS LR TYPE OF INSURANCE IQL WVD POLICY NUMBER IMMIDD IMM DIYYYYI A GENERAL LIABILITY y y JGH2O00401 1/1/2012 1/1/2013 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED 160,000 PGEN'L MERCIAL GENERAL LIABILITY P EMIS S a rrenc CLAIMS-MADE Q OCCUR MED EXP An one person) 5,000 A Pollution PERSONAL&ADV INJURY $ 1 000 000 GENERAL AGGREGATE s2 OOO 000 GREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2 000 000 PRO- $ IY ET L C AUTOMOBILE LIABILITY y y ECA3I02280-10 I/l/2012 I/1/2013 COMBINED LIMIT $ 1,600,000 X ANY AUTO BODILY INJURY(Per person) $ )' C)C)CXDa AUTOS OOWNED SSCIHrOESULED BODILY INJURY(Per accident $XXXXXXX NON-AgMED PROPERTY DAMAGE $X� X X HIRED AUTOS X AUTOS Per.accident $ ) xX A X UMBRELLA LIAB NOCCUR N Y JUH2O00354 I/I/2012 I/l/2013 EACH OCCURRENCE $ 25,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE s25000,000 DED I I RETENTION$ $ X C>DCx x WORKERS COMPENSATION WC STATU- OTH B AND EMPLOYERS'LIABILITY Y EWC3102278-10 I/1/2012 I/l/2013 X T RY LIMIT C ANY PROPRIETORIPARTNER/EXECUTIVE YIN N/A 44800-USUH 1/1/2012 1/1/2013 E.L.EACH ACCIDENT $ 1,000,000 71 (Mya at IndEoryry ii nNH)R EXCLUDED? E.L DISEASE-EA EMPLOYEE 1,000,000 n,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/(Attach ACORD 101,Additional Remarks Schedule,If more space is required) Certificate Pertains to All Operations of the Named Insured and Certificate Holder and per Franchise Agreement between the City of Huntington Beach and DOOR,LLC pursuant to City's Pipeline Franchise Ordinance. Please refer to Addendum for further detailed information. CERTIFICATE HOLDER CANCELLATION See Attachment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11060704 AUTHORIZED REPRESENTATIVE City of Huntington Beach Attn:Director of Economic Development 2000 Main Street Huntington Beach CA 92648 _ ACORD 25(2010105) ©1988-2010 ACORD CORPORATICK AllThe ACORD name and i H B -179-tiered marks of ACORD Item 10. — 60 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Page 2 of 2 City Of Huntington Beach, Its Agents, Officers, And Employees Are Included As Additional Insureds For Commercial General Liability And Automobile Liability When Required By Written Contract, But Is Limited To Liability Arising Out Of The Operations Of The Named Insured Under Said Contract, And Always Subject To The Policies' Terms, Conditions And Exclusions. Waiver Of Subrogation In Favor Of City Of Huntington Beach, Its Agents, Officers, And Employees, When Required By Written Contract, But Limited To Liability Arising Out Of The Operations Of The Named Insured Under Said Contract, And Always Subject To The Policies' Terms, Conditions, And Exclusions. Miscellaneous Attachment:M461746 Certificate ID: 11060704 Item 10. - 61 HB -180- ATTACHMENT #5 DCOR , LLLAO"3' PIPELINE CD O FRANCHISE City of Huntington Beach March 5 , 2012 z, Ox History of franchise El Existing franchise under Torch Operating Company since 1997 . In 1999 , Nuevo assumed complete control of Torch ' s operations . El In 2004 , Plains Exploration & Production Company announced acquisition of Nuevo Energy. Subsequently, DOOR, LLC acquired assets of Plains . 0 HBMU4"'4 changes min 2010 � City made major changes to HBMC Chapter 3 . 44 which were adopted in August 2010 . � Revisions reflected current business practices for the industry and are now in line with other local cities with pipeline ordinance . � This amended franchise will abide by the A updated HBMC . Major Changes to DCOR Franchise � Incorporates recent revisions to Chapter 3 . 44 of HBMC . � Approves and consents to assignment of existing franchise from original franchisee , Torch Operating Company, to DCOR, LLC . z � Amends term of franchise from 25 years to W 15 years P Adds detailed drawings and description of facilities identifying the exact location of all DCOR pipelines within City limits (26 , 299 feet of pipe) . o 0 Major Changes to Franchise � Establishes a Base Granting Fee of $ 10 , 000 . o Incorporates newly revised pipeline rate structure pursuant to HBMC 3 .44 . 290 . � Increases Base Annual Fee revenue from $ 17 , 696 to $ 26 , 841 . P Increases Faithful Performance Bond from $ 1 0 , 000 to $ 100 , 000 . a Adds Environmental Impairment Liability Insurance provision . � Updates Liability Insurance requirements . / Questions Comments CDC -a 00 RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) after signing/dating (Date) CITY OF HUNTINGTON REACH INTERDEPARTMENTAL COMMUNICATION TO: 5bpq!-E—rz�,ieh, City Treasurer FROM: /f (1 e✓ DATE: l SUBJECT: Bond Acceptance I have received the bonds for r�(Company Name) T Faithful Performance Bond No. 1-5�6 C� 1 Labor and Material Bond No. Monument Bond No. Maintenance Bond No. Guarantee and Warranty Bond No. Re: Tract No. CC No. MSC No. Approved Agenda Item No. (Council Approval Date) f -�^ City Clerk Vault No. #27 g:/followup/bondletter.doc RECEIVEQ,,BY: _ CITY CLERK RECEIPT COPY f Return DUPLICATE to City Clerk's Office (Namef r` / ' after signing/dating (Date) CITY OF HUNTINGTON REACH INTERDEPARTMENTAL COMMUNICATION �,V TO: Shari=Freidenrich, City Treasurer FROM: DATE: SUBJECT: Bond Acceptance have received the bonds for J � (company Name) Faithful Performance Bond No. G Labor and Material Bond No. Monument Bond No. Maintenance Bond No. Guarantee and Warranty Bond No. Re: Tract No. CC No. MSC No. a Approved -31-5 X�/c Agenda Item No. 1 pp � 9 (Council Approval Date) City Clerk Vault No. #27 g1followup/bondletter.doc Pipeline, Gas & Electric Franchises Cil \I v( HUllT;N']T s„ u"1=rf-kCH, CA Company Franchise 1001 JUL 2 3 FP. 2: 1 b Name Type Description So. Cal Gas Co Pipeline/Sale of Gas Ord. 3117 from 1991 to 2010 incorporated the following Companies into#3117: Pacific Lighting Serv. Pipeline(both Pipeline and Gas Franchises): Southern Counties Gas Ord. 1308 (Gas) So. Cal Edison Pipeline Ord. 687 (Indeterminate-in perpetuity) So Cal Edison Sale of Electricity Ord. 555 (Indeterminate-in perpetuity) Texaco Pipeline Ord. 3012 from 1988 to 2013 Pacific Pipeline Pipeline Ord. 3013 from 1988 to 2013 Torch Operating Pipeline Ord. 3354 from 1997 to 2013 (aka Nuevo Energy) (took over Unocal Ord. 3014&part of Ord 3013 via Sale from Arco to Unocal) CENCO Tank Farm Lease/Easement Agreement from.1985 to 2005 CENCO Pipeline Ord. 315 from 1983 to 2005 CENCO Pipeline Ord. 813 from 1956 to 2006 Chevron Pipeline Co Pipeline Ord. 3041 from 1988 to 2013 (aka Standard Gas) Maynor,Donald & MBIA Legal Svcs All of above and more 2001 to Unspecific Duration w/latitude of 30 Written Notice to Terminate Pipeline, Gas, Water Franchises Company Name Franchise Type vault File No. pipeline,gas,or water Description Pipeline Franchises Pipeline AA 600.45 1958 - 1983 General Info Formerly Atlantic Richfield Ord. 898 • Four Corners Pipeline Pipeline Renewed by Ord. 3013 to Exp. Oct. 5, 2013 FO 600.45 1957 - 1988 Golden Eagle Refinifg Co. Pipeline Franchise PipelinesGO 600.45 Exp. 8/29/97 ( 50 years ) /7/57 Pacific Coast Gasoline Co. Pipeline Pipeline -Exp. 5/15/97 1010 PA 600.45 Southern California Gas Co. Pipeline Formerly Pacific Lighting Sery Pipelines) SO 600.45 Exp 9/10/2010 1919 to present Franchise Agreement pursuant to City's Pipeline Torch Operating Company Pipeline Franchise Ordinance - Ord 3354 TO 600.45 adopted 4/21/97 Exp 2/20/2013 Maynor, Donald H. Legal Services G,Igrlts 7Z, Maynor, Donald H.Legal Services Gas So. California Gas Franchise MA 600.10 • —---- 1989 - 1991 — - --- — Intent to Grant Franchise - Application Withdrawn - Calif Gas Transmission Co. Gas �&Ait o� CA 600.45 From 6/1/61 1961 - 1975 �g cturtlt? ___ Pacific Coast Gasoline Co. Gas Franchise Pipeline - 10/7/57 PA 600.45 Exp. 5/1.5/97 Southern California Gas Co. Gas Gas Franchise Ord 31117 1991 to present SO 600.45 Exp. 7/1/2010 Southern California Gas Co. Gas Formerly Pacific Lighting Sery Pipeline SO 600.45 Exp. 9/10/2001 1919 to present _ Formerly Southern Counties Gas Ord. 1308 Southern California Gas Co. Gas SO 600.45 Exp. 4/3/2007 1927 to present 1 `Printed 3/27/02 @2:56 PM V• I t CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 February 14,2002 AON Risk Services . 2000 Bering Drive, Suite 900 Houston,Texas 77057-3790 Re: Surety Bond Rider on Behalf of Union Oil Company of California To whom it may Concern: This has come to our attention with some confusion. Our records indicate that the Pipeline Franchise in question was assigned over to Torch Operating Company in 1997, thus we do not understand a need for a Surety Bond Rider for Union Oil at this time. If you know something we don't,please forward the data or give us a call! Sincerely ARNOLD ROSS Sr. Accountant Enclosure ` 'I'.ravelersProper Cas i ty Amemberofctti!l� Aon Risk Services of Texas,Inc. dba Aon Risk Insurance Services of Texas,Inc. CA License#0559715 SURETY BOND RIDER TO: City.of Huntington Beach City Clerk 2000 Main Street 2°a Floor Huntington Beach,CA 92648 RE: Acquisition of Reliance Surety Principal: Union Oil Company of California Surety Bond Number:U62939 Bond Amount: $10,000.00 Pipeline Franchise The purpose of this Rider is to: [X] CHANGE BOND NUMBER Effective October 5,2000,surety bond number U629394 is changed to 086S103515038BCM: [X] CHANGE SURETY COMPANY Effective October 5,2000,the surety on the above referenced bond is Travelers Casualty and Surety Company of America. Travelers Casualty and Surety Company of America replaces United Pacific Insurance Company as surety. The termination of liability under the United Pacific Insurance Company bond is a condition precedent to the change of surety. [ ] CONTINUATION CERTIFICATE This certificate extends the life of the bond to It is executed upon the express condition that the surety's liability under said bond,together with this and all previous continuation certificates,shall not be cumulative and shall in no event exceed the amount specifically set forth in said bond or any existing certificate changing the amount of said bond. Signed,sealed and dated this 22nd day of October ,2001. Travelers Casualty. njSjgr:eC6opany of America By. Margaret Bu oltz,Attorney-in-Fact Travelers Casualty and Surety Company of America,Hartford,Connecticut 06183 Travelers Casualty and Surety Company,Hartford,Connecticut 06183 Farmington Casualty Company,Hartford,Connecticut 06183 State of Texas § County of:Harris § Before me; the undersigned authority, on this day personally appeared Margaret Buboltz , known to me to be the person whose name is subscribed to the foregoing instrument as Attorney-in- Fact of Travelers Casualty and Surety Company of America, and acknowledged to me that he/she executed the same for purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this 22nd day of October 2001. SEAL Notary Public in and for The State of TEXAS A �a tiaarp CAROLYN ANNE SHEFFIELD My Commission expires: 10/13/02 itc Notary Publk, Statim My Cmadulan OCTOBER 132. TRAVELS S CASUALTY AND SURETY COMPANY OF RICA TWLERS CASUALTY AND SURETY COMP FARMINGTON CASUALTY COMPANY Hartford,Connecticut 06183-9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY. COMPANY, corporations duly organized tinder the laws of the State of Connecticut, and having their principal offices in the City.of Hartford, County of Hartford, State of Connecticut, (hereinafter the "Companies") hath made,7 constituted and appointed, and do by these presents make, constitute and appoint: William N. Burke, Dan W. Burton, Michael J. Herrod, Wendy W. Stuckey, Karen M. Kellner,Lupe Tamavo,Joan Bagnall,Margaret Buboltz,Angela M. Tindol,Lisa L. Loeffler,of Houston,Texas, their true and lawful Attorney(s)-in-Fact,with full power and authority hereby conferred to sign, execute and acknowledge, at any place within the United States, the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts..of indemnity,and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents . incident thereto and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said Attorneys)-in-Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President,any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman,the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of.the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary,or(b)duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or _ by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY. COMPANY,which Resolution is now in full force and effect: VOTED: That the signature.of each of the.following officers: President, any Executive Vice President, any Senior Vice President, any Vice President,any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attomeys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. (11-00 Standard) IN WITNESS WHEREOF, TRAVEL RRS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY have caused this instrument to be signed by their Senior Vice President and their corporate seals to be hereto affixed this 19th day of July 2001. STATE OF CONNECTICUT _ TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA }SS.Hartford TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY COUNTY OF HARTFORD *MOfWiIIy tr Ap0s rASb44t HARrF0A0. 'Z a NMTFORN. < 19 8 2 o By— cow CONN. n Z • S George W. Thompson • �+� �6. ��aD b`y • "� Senior Vice President On this 19th day of July,2001 before me personally came GEORGE W. THOMPSON to me known,who,being by me duly sworn; did depose and say: that he/she is Senior Vice President of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, the corporations described in and which executed the above instrument; that he/she knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals-, and that he/she executed the said instrument on behalf of the corporations by authority of his/her office under the Standing Resolutions thereof. 0.1ET ' Vy Wes. Q. My commission expires June 30, 2006 Notary Public Marie C.Tetreault CERTIFICATE I, the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY,stock corporations of the State of Connecticut, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney and Certificate of Authority remains in full force and has not been revoked; and furthermore, that the Standing Resolutions of the Boards of Directors, as set forth in the Certificate of Authority,are now in force. Signed and Sealed at the Home Office of the Company, in the City of Hartford, State of Connecticut. Dated this 22nd day of October , 2001 KA SUq��y gJ,, 0 sG GASU��r ' W CONN� " _2� G By Kori M. Johanson • ��+ bl .� y • Assistant Secretary, Bond CITY OF HUNTINGTON BEACH MEETING DATE: April 7, 1997 DEPARTMENT IDCR: AS 97-009 • 61Y 3F APR 3 3 01 Council/Agency Meeting Held. 6&1 /97 Deferred/Continued to: VAp roved O Conditionally Approved O Denied CIO Clerk's Signat e 335V G - CounclWeeting Date: April 7, 1997 Department ID Number: AS 97-009 CITY OF HUNTINGTON BEACH ol?D 4-33S REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administra or /� . PREPARED BY: ROBERT J. FRANZ, Deputy City Administrator ..� Jv - SUBJECT: FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY, PURSUANT TO THE CITY'S PIPELINE FRANCHISE ORDINANCE. Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: A request has been made that the City consent to the assignment of the existing Union Oil Franchise to Torch Operating Company for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. We feel that City consent to the assignment of the Franchise through the duration of the existing Agreement, as modified herein, would be consistent with the public interest, convenience and necessity. Funding Source: There is no cost to the City involved in the recommended action. Recommended Action: 1. Approve for First Reading Ordinance 3354 granting to Torch Operating Company a Franchise to construct, operate and maintain a pipeline system for the transportation of oil. 2. Approve the Franchise Agreement between the City of Huntington Beach and Torch Operating Company as well as the Letter of Clarification from Torch. 3. Accept a 10 day notice of cancellation rather than the usual 30 days notice of cancellation in the event of non-payment of premium and direct that the City Attorney amend the contract/Agreement to reflect this change. Alternative Action(s): Deny the recommended action. \ \� v / TORCHORDOC .2- 04/0319710:3 ABM REQUEST FOR COUNCIL ACTION MEETING DATE: April 7, 1997 DEPARTMENT ID NUMBER: AS 97-009 Analysis. The City's existing Pipeline Franchise with Unocal will expire in 16 years. The proposed Agreement with Torch Operating Company would. provide for several important inclusions not present in the.existing Franchise-.With Unocal. These include a clarification of the Base Annual Fee to the City, an increased Performance Bond Requirement, and a definitive limit in potential liability to the City in the event of alleged overpayment "in the unforeseen future. The estimated annual payment to the city under this Franchise is $13,000. The request for City consent to the assignment allows us this one-time window of opportunity to improve existing language. Environmental Status: not applicable Attachment(s): Page Number: 1. Summary of Proposed Improvements/Clarifications 2. Ordinance 3. Franchise Agreement .- 4. Letter of Clarification 5. Franchise Bond 6. Certificates of Insurance. 7. Exhibit A (Pipeline Franchise Ordinance) TORCHORDOC -3- 04/03/97 10:36 AM -EtCe Notes Office of the City Clerk Huntington Beach, CaCfornia 117 / 71 J, /�eeks f�ni >Yt4 CITY OF HUNTINGTON BEACH • INTERDEPARTMENTAL COMMUNICATION TO: John Reekstin Administrative Services Director FROM: Connie Brockway Cg City Clerk SUBJECT: Torch Franchise Bond DATE: March 16, 2000 Please review the City Attorney's memo regarding the need for an RCA to be prepared requesting Council to accept Bond B2656964 and to release Bond No. U629394. Will you please inform me when you expect an RCA to be presented to Council. The Insurance Certificate has lapsed; however your department may have up-to-date insurance on file which has not been provided to me. The attached are the ORIGINAL bonds for use by your staff as attachments to the RCA. Attachments _ CB:Ie G:CBMemos\Torch Franchise Bond-le • CITY OF HUNTINGTON BEACH Inter-Department Communication TO: Connie Brockway, City Clerk FROM: Gail Hutton, City Attorney DATE: March 14, 2000 SUBJECT: RLS 97-1004—Assignment of Unocal Pipeline Franchise Agreement to Torch Operating Company BACKGROUND: On April 7, 1997, the City Council authorized the assignment of a franchise agreement from Unocal Oil to Torch Operating Company for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas, and other hydrocarbon substances. Huntington Beach Municipal Code 3.44.130 requires a Faithful Performance Bond to be filed by the franchisee in the penal sum of$10,000. On June 5, 1997, the CityClerk received correspondence from Unocal Corporation requesting the release of their bond # U629394 as they were no longer obligated to maintain the bond based on the assignment of the franchise to Torch Operating Company. , .ISSUE: Who is authorized to release Unocal Bond No. U629394? ANSWER: The City Council is authorized to release the bond. ANALYSIS: The Request for Council Action dated April 7, 1997, requested City Council approval of a franchise agreement with Torch Operating Company and an assignment of the obligations of Unocal Oil under its franchise agreement. The RCA did not request release of the bonds nor did it authorize staff'to release the bond upon submission of a replacement bond by Torch Operating Company. CONCLUSION : A Request for Council Action should be prepared requesting the release of bonds and acceptance of a current bond submitted by Torch Operating Company. Az� GAIL HUTTON, City Attorney Attachment: Request for Council Action dated April 7, 1997 Cc: John Reekstin, Director of Administrative Services J m p/opinion/971004/03/14/00 L � 11TY OF HUNTINGTON BEAC aci6 MEETING DATE: April 7, .1997 DEPARTMENT IDr" R: AS 97-009 C�a,c1 , APR 3 3 02 Pit '97 Council/Agency Meeting Held: Deferred/Continued to: l-Ap roved ❑ Conditionally Approved ❑ Denied Ci Clerk's Signat e 335 V G ai Council Meeting Date: April 7, 1997 Department ID Number: AS 97-009 CITY OF HUNTINGTON BEACH o/?D 4-335 REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administra or / PREPARED BY: ROBERT J. FRANZ, Deputy City Administrator SUBJECT: FRANCHISE AGREEMENT BETWEEN THE CITY OF, HUNTINGTON BEACH AND TORCH OPERATING COMPANY, PURSUANT TO THE CITY'S PIPELINE FRANCHISE ORDINANCE. jEem:e:n:to:f Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis, Environmental Status,Attachment(s) Statement of Issue: A request has been made that the City consent to the assignment of the existing Union Oil Franchise to Torch Operating Company for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. We feel that City consent to the assignment of the Franchise through the duration of the existing Agreement, as modified herein, would be consistent with the public interest, convenience and necessity. Funding Source: There is no cost to the City involved in the recommended action. Recommended Action: 1. Approve for First Reading Ordinance 3354 granting to Torch Operating Company a Franchise to construct, operate and maintain a pipeline system for the transportation of oil. 2. Approve the Franchise Agreement between the City of Huntington Beach and Torch Operating Company as well as the Letter of Clarification from Torch. 3. Accept a 10 day notice of cancellation rather than the usual 30 days notice of cancellation in the event of non-payment of premium and direct that the City Attorney amend the contract/Agreement to reflect this change. Alternative Action(s): Deny the recommended action. r TORCHOP.DOC -2- 04/03/9710:3 M REQUEST FOR COUNCIL ACTPUN MEETING DATE: April 7, 1997 DEPARTMENT ID NUMBER: AS 97-009 Analysis: The City's existing Pipeline Franchise with Unocal will expire in 16 years. The proposed Agreement with Torch Operating Company would provide for several important inclusions not present in the existing Franchise with Unocal. These include a clarification of the Base Annual Fee to the City, an increased Performance Bond Requirement, and a definitive limit in potential liability to the City in the event of alleged overpayment in the unforeseen future. The estimated annual payment to the city under this Franchise is $13,000. The request for City consent to the assignment allows us this one-time window of opportunity to improve existing language. Environmental Status: not applicable Attachment(s): City Clerk's Page Number 1. Summary of Proposed Improvements/Clarifications 2. Ordinance 3. Franchise Agreement 4. Letter of Clarification 5. Franchise Bond 6. Certificates of Insurance. 7. Exhibit A (Pipeline-Franchise Ordinance) TORCHORDOC -3- 04/03/97 10:36 AM " FRANCHISE AGREEMENT REQUEST FOR CONSENT TO ASSIGNMENT PROPOSED IMPROVEMENTS/CLARIFICATIONS Old Proposed Franchise Franchise Base Annual Fee $ 0.12 per lineal foot $ 0.45 per lineal foot plus increase based on plus annual adjustments 1967 Price Index Estimated Annual Fee $ 3,500 $ 13,000 Performance Bond $ 10,000 $ 25,000 Limit on Refunds Three Year Statute Claim for Overpayment Due to Overpayment of Limitations must be filed within 6 months of overpayment * The increases based on the 1967 Price Index result in a current base fee of$ 0.45 per lineal foot. The proposed Franchise eliminates.the need for reference to the 1967 Price Index. �. CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CITY CLERK LETTER OF TRANSMITTAL REGARDING ITEM APPROVED BY THE CITY COUNCIUREDEVELOPMENT AGENCY APPROVED ITEIXI DATE: y-a3 -q 7 TO: 7-ogcl, (9,0 441.44 n ATTENTION: Sur? ,4N1i/ CrADDocic_ (/.A Name f J, IV o/unA/ YAD6,G— SF G ry _�/.a S /�,uOJJ IJ�P. �y"� I=lclt/L DEPARTMENT: Street (k,40,eA 64 93! REGARDING: &EAA Clrsc /-1�,^rr••�o.,t- City,State,Zip ` See Attached Action Agenda Item Date of Approval y- g{97 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records. Connie Brockway City Clerk 97 �vpy/ eole Attachments: Action Agenda Page;?o Agreement ✓ Bonds_� Insurance RCA Deed Other Remarks: A-.un l e #•0'^ el-F .t�'i �re ,e,..,�iJO Name Departmcnt RCA A2rcement Insurance Other 7--e'4j,,ycx _ - Name Department RCA A_reentent Insurance Othcr Name Departmcnt RCA Aercement Insurance Other Risk Management Department Insurance Copy G:FolloN%up/asirnus%transltr (Telephone: 714.536.5227 J ORDINANCE NO. 3 3 5 4 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH GRANTING TO TORCH OPERATING COMPANY A FRANCHISE TO CONSTRUCT, OPERATE AND MAINTAIN A PIPELINE SYSTEM FOR THE TRANSPORTATION OF OIL The City Council of the City of Huntington Beach does 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 Torch Operating Company Pursuant to City's Pipeline Franchise Ordinance," a copy of which is attached hereto as Exhibit"A"and incorporated by 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 or the City and circulated in the City, which is selected by the City Council for that purpose. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21 s t day of April , 1997 Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney � 1.1,I 6t4� ,,REVIEWED AND APPROVED: INETIAT ND; '.'ROVED: �Zz (L�4 City Administrator Deputy City Administrator/ Administrative Services 4/s:PCD:Ordinance:Torch 12/5/96 RLS 96-775 Huntington Beach Municipal Code 3.44—Index Chapter 3.44 PIPELINE FRANCHISES (2319-10/78,2676-2/84) Sections: I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short title 3.44.020 General provisions 3.44.030 Pole lines 3.44.040 Definitions 3.44.050 Term 3.44.060 Franchise agreement 3.44.070 Nonexclusive franchise 3.44.080 Maps 3.44.090 Insurance 3.44.100 Liability insurance 3.44.110 Workers' compensation insurance 3.44.120 Workers' compensation insurance--Filing 3.44.130 Faithful performance bond 3.44.140 Alternative security 3.44.150 Length 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 3.44.240 Defective facilities 3.44.250 Hazardous substances II. COMPENSATION 3.44.260 Basic granting fee 3.44.270 Base annual fee 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 3.44.350 Work on and restoration of streets 3.44.360 Failure to comply timely 3.44.370 Completion statement 3.44.380 Appurtenances 3.44.390 Ordinary repair 3.44.400 Breaks or leaks 3.44.410 Emergency equipment 2/84 Huntington Beach Municipal Code 3.44.040(g)--3.44.090 (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 year, and each calendar year thereafter, during the life of the franchise. (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 year, and each calendar year thereafter, during the life of the franchise. (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. (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. (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. (2319-10178) 3.44.050 Term. Unless the franchise agreement granting the franchise provides otherwise, the term of the franchise shall be twenty-five (25)years. (2319-10/78) 3.44.060 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. (2319-10/78) 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. (2319-10/7s) 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) 3.44.090 Insurance. On or before commencement of any franchise operations, franchisee shall obtain or provide satisfactory evidence of having policies of liability and workers' compensation insurance from companies authorized to transact business in the state of California by the Insurance Commissioner of California. (2319-10/78) 2/84 Huntington Beach Municipal Code 3.44.120--3.44.190 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 Clerk a corporate surety bond approved by the City Attorney running to the city in the penal sum of ten thousand dollars ($10,000) 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. 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. (2319-1 OR8) 3.44.140 Alternative security. In lieu of the bond required pursuant to section 3.44.100,the franchisee may deposit with the Director and assign to the city savings and loan certificates or shares, or both, in the same amount as required on such bond. (2319-10/78) 3.44.150 Length. Whenever the length of any wire,pipe or conduit is a factor in calculating any payment due under any franchise granted by the city, all service connections shall be excluded in determining such lengths. (2319-10/78) 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) 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) 2/84 Huntington Beach Municipal Code 3.44.250(d)-3.44.250(e) (d) Extent of available public fire protection facilities. (e) Number and location of shutoff valves in line. (2319-10/78) II. COMPENSATION 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 at times specified and in the amount established, and amended from time to time, by resolution of the City Council. (2319-10/78, 2676-2/84) 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 annual payment of the base annual fee shall be revised every year from the effective date of the franchise agreement at the time of payment, in accordance with the following formula: (a) The "Wholesale 'Producer' Price" index(1967=100) "All Commodities," established by the United-States Bureau of Labor Statistics, Department of Labor, as it stands on the date the franchise is granted, shall be taken as the "base index" upon which the above franchise fee is computed. (b) If said index for the calendar month ending two (2)months prior to the month in which payment to the city is due shall stand at other than said "base index," then the rate of payment to the city shall vary from said "base annual fee" in direct proportion as said index has increased from the "base index," as hereinabove defined; provided,however, that in no event shall the amount of the annual payment be less than the "base annual fee" as set forth herein. (c) If said bureau shall revise the said index,the parties hereto shall accept the method of revision or conversion recommended by said bureau. (d) If said bureau shall discontinue the preparation of the said index using prices prevailing in the year 1967, as a base of 100 and if no transposition table prepared by said bureau is available, applicable to said year of 1967,then the amount of each annual payment shall be computed by reference to such other price index as may be chosen by city and the city shall be the sole judge of comparability of successive indices. (2319-10/78) 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 section 3.44.390 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) 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. 2/84 State of Cal i forni a On this the_20 day of -Ap. I 1 19$9_,before me, SS. c0u4,tyof. Los Angeles Elizabeth Winetzhammer the undersigned Notary Public,personally appeared Sam A. Snyder, Vice President R. E. Jenkins, Assistant Secretary ,personally known to me it41lIIH111111NINittlllilll{1111NH{{NlllttllNlNllIN1= ❑ proved to me on the basis of satisfactory evidence �s 0"VAL SEAL z EL�� to be the person(s)whose name(s) are subscribed to the fi1"''����2' rnlNClvAlo� within instrument,and acknowledged that they executed it. LOSANOELES j NH 11�ICNe*WWLr aNealubuZ0,Im WITNESS my hand and official seal. IHIIHHNNINi111 NIIII{H{IIN►HHIIII►IIIll1t . Notary' Signature GENERAL ACKNOWLEDGMENT FORM 7110052 NATIONAL NOTARY ASSOCIATION•23012 Ventura Blvd.•Woodland Hills,CA 91364 • FRANCHISE BOND BOND NO. U629394 PREMIUM $ 269.00/5 years KNOW ALL MEN BY THESE PRESENTS, that we, UNION OIL COMPANY OF CALIFORNIA , a corporation, as Principal, and UNITED PACIFIC INSURANCE COMPANY , a corporation organized and doing business under and by virtue of the laws of the State of Washington, and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds, or undertakings required or authorized by the laws of the State of California, as Surety, are held and firmly bound unto the City of Huntington Beach, State of California, in the sum of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00) for the payment of which, well and truly to be made, we hereby bind ourselves, our respective successors and assigns, jointly and severally, firmly by these presents. WHEREAS, UNION OIL COMPANY OF CALIFORNIA has been granted a Franchise by the City of Huntington Beach, pursuant to the CITY'S "Pipeline Franchise Ordinance" as as set forth in Chapter 3.44 of the Huntington Beach Municipal Code (Sections 3.44.010, et seq. ), said Franchise effective October 5, 1988; and WHEREAS, City's "Pipeline Franchise Ordinance", section 3.44. 130 requires posting of Faithful Performance Bond in the sum of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00). NOW THEREFORE, the condition of this obligation is such that if said UNION OIL COMPANY OF CALIFORNIA shall well and truly observe, fulfill and perform each and every term, provision and condition of said franchise, then this obligation shall be void; otherwise to be and remain in full force and effect; and IT IS STIPULATED that in case of breach of any one or more of the provisions of said franchise or this bond, the whole amount of the sum herein named shall be taken and deemed to be liquidated damages and shall be recoverable jointly and severally from the said Principal and said Surety. This bond shall be for a term commencing October 5, 1988 and continuing through February 20, 2013. It is a condition of this obligation that the bond may be terminated or cancelled by the Surety by Thirty (30) days prior notice in writing o ` from the Surety to Principal and to the City of Huntington Beach, such notice to be given by certified mail. Such termination or cancellation shall not affect P4 w N any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation IN WITNESS WHEREOF, the said Principal and Surety have hereunto set their hands A and seals this 19TH day of April, 1989 UNION OIL COMPANY OF CALIFORNIA UNIT AC FIC 721L FANY w .4 >; 0 A BY: _�,�v. BY S d Vic PresidenI �''` Robe t A. Oppeit Atto; <• n-=act BY: 1 Ass' ant Secretary - R. E. Jenkins UN IT•ED PACIFIC Ir4SUTLANCE COMPANY • MEAD OFFICE.FEDERAL WAY.WASMtN� POWER OF ATTORNEY tAOtle ALL WEN BY THESE PRESENTS.TM do LIMITED PACIFK INSURANCE CobgrA%Y.a oorpoiratow dell the Isiw of ttr =aa It o'M'ed..nQ+GA.doe►hair m t Rn V,exit nwtta rid""Dim ROBERT A. OPPELT of LOS ANGELES . CALIFORNIA -------- All,twill and Iew%il Ano-rnot♦rofertt.m ttyatke,eier%rta,tar'and tlefw1 fQ WW an!ta behalf.ozw aft art WW M/ . ANY AND ALL BONDS AND UNDERTAKINGS OF SURETYSHIP -�- and sobrnd the UNITED PACIFIC INSURANCE COM►ANYthereby N fuffT and to the same erient ax if list+bordt and underus-nps and other w►nt"r C61-901orr in the nature IN reel were si red by an E■rculto Off-or of the LIMITED PACIFIC INSURANCE COMPANY and cared and AtInoto by one aathe- of MoCit off-crt.and herobt ratifies and confrnts all that in lard Attornarf►I,n Fact way do at pv►Ahan Iteneal. Thr► Power of Atiornet is granted wrki and by wthartt of Mete VI(of the By taws of UNITED f ACIFIC INSURANCE COM►ANYwhei bw-it effective Saplentb r 7.1971..+errd.proveoohs are now in tilt faa and efface,eead-na ae lotlowo. ARTICLE V11- EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors.the Ptndent,the C►la.tn»n of the Boord,any Son-or Via P►nadsnt,any Via PTes-deftl at Attestant Vice Pfnrdent O Xhet officer det-Vated by the Board of Dol000rs that'havt pore-and awl hot all to (aI&mcl-nt Attorneys•'".f Kl and to atelhot.at Ihem tooxrcult On behalf of the CH"tpant.bonds and undrta►entIt,ramQ .LrtCrf,contracts of inyrnrtrtr and other wrrl.rtgt obl.gatort on the nature thereof.ond(b) M tern4a Any such Attorrial-m Fact at any 1.nyt and revers the ponat'and authontt troth to leer. 2 Allot neys ih-Fact shalt how parer and awrthornr.tubraa to the tr ns and timetnam of the power of attorney rswed to them,to execute anddat-vet on behalf of the Cc-*any,bonds and urydrta►oW.tacogn,tancet.mntratctt of.n.*mftjIT one other wrrt,ngs obl-polar to the nature thereof. The eo-po'sle car is not rfa:e78art for the validity of ant bonds"W41,tokIng..roicogn;Lancn.Carol tons of-ndamnrtr and Who- eweunot obhpatoryr an the nature thereof. 3 Allorners tn•Faen Moll Mae pews• and owthornt to esawto a}frdavtt►requ'•ed to to Attached to bond%.111"I'l tanCn.t:o*tractl of moem• wrfr Of at%*, talnd,tronor o. obf.Qalory urdru►-rQt and they tMl'also hew per'er andawrthorrtt to callefy the financial statement of the Comommy and ID aop'w of ter IT LAW^of the Cia"Vent at any r1411 a' section Mental. Th-t cows• of attornrr a vQnaC and wled by fat►.m;k tinder and by authority of the folloe.-hQ Resolulton adooted by the Beare of Doaelors of UNITED►ACIFIC ►NS.IRANCE COMPANY at a Most.%held DA the Sth day of Jrnt,1979.at wAt-ch♦QHDrufft wtl present,and ss.d Resotut.an Mt not been anrnaed all rrpsosad -Rt►arved,that the s;g+alwes of sud.d-tectort and offtcrt and the oaf of the Compant may be off.aad to any stitch power of Gila my Or any tsrl•f.cole rtiat.nQ the-tic by facs,m.Ie,and MT s..&powR' of allarneT o• 9.11-1-Catt best-nQ awrCh facsimile MQ'+alwas a fao-m.le sea' that' be valid and b-nd-nQ w con the Col-parry one any sw& cows• sa eseculyd and eeflrfred by facs—k vQv'.a a1 and fora.—If w' 1Jvt'be ral-el and b•r%d-r%p upon the Cor otinr M the futwt with ratipect to any bona or woe':a►-rii to wh.C%it to attaaw0" IN WITNESS Mr►+EREOF,the LtNtII D►ACIFIC INSURANCE[ON'ANY%as u�od if ptwq%tslobe t-Q�ed by fit V.at Rn.dent•and III Wiporala *of to be he-via affmse,this 1 r d air of %J u n e 190 UNITED PACIFIC INSUR3P� .� fiAL raw •- �CF _C ��.• Va Nslosalant STATE OF Washington 1 COUNTY OF King ?� Onsho 23rd a"of !June .1! 87oro"rfyap;.ewad Charles S. Schmalz to mile tnror.n 10 Lae this V.ceJaret.:iunt of the UNITED PACIFIC INSURANCE COMPANY.a'+e 6clna...ftYl7ed that he t.trtuted and attested the tae- ae.rtfi rhtl-urrant red offi.ad the near of aQ Co-rporalion Molt WIC.and that Article V11.S+etian 1.2.rd 3 of the By taws of sale Company,are the Resolution,set forth t%V.6;%re Rill in full form, f My Comet eels Etra.rs: r • �� Q� f Cw� may 15 1B 9G •� ) • �..,../ Raters►-rbl.c in and for fine of Vashingt Rn-d-ngot Tacoma I. Lawrence V. Carlbtrom .An.rant S•vnort of the UNITED PACIFIC INSURANCE COMPANY,do ►a,abr cattily that the stow s+dfo sue,rqn a fruits and C.artacn copy of a Frwf of AttC0r4T ert-Cy:ad by ta-6 UNITED PACIFIC INSURANCE CCMPANY.w1h.Ch e►s1-11 to fall feu and sfftttct. IN WITNESS WHEREOF.I ha a!*-Pinto sat rrrT fu+d a+d off-aid the fast of y;d Ca'of;Mt MY 19Th eby et April 18 89 J � �l DDtJ 1431 to 41W L A.t1 J�ss;rwt:.K,r _+44 L.�,. Lawrence V. Calls zom Huntington Beach Municipal Code 3.44.360-3.44.420(a) more than two hundred dollars ($200) per day as liquidated damages for each day construction extends beyond the time specified in the permit. 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. (2319-1 0/78) 3.44.370 Completion statement. Upon the completion of the construction of any pipelines or appurtenances 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,the construction of which was authorized under such permit or permits, and the total length of pipeline or appurtenances actually laid. (2319-10/78) .44.380 Appurtenances. The franchisee shall have the right to construct, maintain and repair such traps, manholes, conduits, valves, appliances, attachments and appurtenances (hereinafter collectively referred to as "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise, and said appurtenances shall be kept flush with the surface of the street and so located as to conform to 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 appurtenances;provided, however,that the franchisee shall first obtain an excavation permit from the department for doing any such work. (2319-1 0f78) 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; provided,however, that the franchisee shall first obtain an excavation permit from the department for the doing of any such work. (2319-10/78) 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. (2319-1 oi78) 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 city 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. The 2/84 Huntington Beach Municipal Code 3.44.470--3.44.500 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. (231 s-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. (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. (231 g-10/78) 3.44.490 Payments due. Except for pipelines lawfully maintained other than by the authority granted by the franchise,the 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 annually. (2319-10/78) 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. (231 s-10178) 2/84 • RELIANCE SURETY COANY UNIMACIFIC INSURANCE COMPANY • Reliance Philadelphia,Pennsylvania Philadelphia,Pennsylvania RELIANCE INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY Philadelphia,Pennsylvania Philadelphia,Pennsylvania CONTINUATION CERTIFICATE In consideration of premium charged, Reliance Insurance COMPANY hereby continues in force , Bond No. B265 69 64 dated December 1, 1996 in the amount of Twenty Five Thousand and No/100---------($25,000.00)------------------- Dollars on behalf of Torch Operating Company as Principal, in favor of City of Huntington Beach, State of California ,for the period beginning December 1, 1998 and ending December 1., 1999 subject to all the terms and conditions of said bond; PROVIDED that the liability of Reliance Insurance COMPANY shall not exceed in the aggregate the amount above written, whether the loss shall have occurred during the term of said bond or during any continuation or continuations thereof, or partly during said term and partly during any continuation or continuations thereof. Signed and Sealed November 5, 1998 n Ac TO FORM:. 0`JF- Rel ance Insurance COMPANY G611, C- By: noall . J AiVB agnall, Attorney-in-Fact ByA. h rtorneq eF �' C.1 BD-1414 4/94 ORIGINAL-OBLIGEE PINK-BRANCH CANARY-AGENT qW RELIANCE SURETY COMPANY RELIANCE INSURANCE COMPANY UNTIED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE, PHILADELPHIA. PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY is a corporation duly organized under the-laws of-the State of_Do�- aware, and that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY,are corporation duly organized-undr;th4_lsrys;_ - of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized uMer the"law :of the State of Wisconsin (herein collectively called 'the Companies') and that the Companies by virtue of signature-and.seals do.hereby err ake constitute and appoint William N. Burks. Jr.. Dan W. Burton, Joy Hajovsky, Wendy W. Stuake . Mlahael_J.-WAtod..t pi Ta Ethered Joan Ba y rrut+e�.-_4S ► gs, gnarl,James W. Baughman,Karen Kellner., of Houston, Texas their true and lawful Attorrtey(aHrt•Feot,to make,exeoute;s�ei` and deliver for and on their behalf, and as their act and deed any and M bands and undertakings of suretyal*and to bind the Companies thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the Comparies and sealed and attested by one other of'such officers, and hereby. retifies and confirms ad that their.said Attorney(s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by the authority of-Article=VII of the By-Laws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE 'COMPANY;,_and RELIANCE NATIONAL INDEMNITY COMPANY_ .which provisions are now in full force and effect, reading as follows: ARTICLE VII-EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Oirectore.the Rooidem,the Chi."ae tfr Board.84 Sonia vice Prodders any Vice Prowd•nt or Amdotard Vice Prsdda or Dow aMaot dea wm-ow- d by ttr 6o id d Directors elrae have Power and wMwitp to W oppoint AttenryleNn-Factand to.mA rite than to=@cut•on bdW of ee Canrparvy,bode and udertOYp,eeeoer}Ya aneo• eerrtred'ts of frednivdty - ad Oder weith abligotsry in the nature""roe.and(b)to nemov cry wd AtterniyaFG►Poet at any tonne ad revoke do power and WtoritY don to thin. 2. AttarreVioH►Fact ehaN have Power and«+e+erih4 ete)eet coils tonnes and limitations of the Power of Attorney keuad to there, to aoab diver en bwl-it of ow Coweemy.bards ad undertAkwk ocagnaancea,controeto of indarrritY are other w itirpo obliedery in the nature ed. The oporar seal is not n000nwy ter the validity alnte a bards od_ft_kinpa, rsCallousness.contracts of brderrerdty and r other writktge obligatory in the nature deg. -`tir er 3. AttorreyisHrncct shell have power ere authority to execute dfldovho required to 6 attach d to belle,r.eegntrriow,:ee Vaets of kdo w or od- eordkional or owkwary udertakinps and they shoe doe haw power and auferity to certify on►uincial aston.nt of tlr Company aid to cap"d_tho Bylwve of"Comparry a!rrlr artlds er ooetian tf+aroef This Power of Attorney in Boned ere seaW by fatairrtHe uda ad by suhorky of the foeowirty rwduion adopted by the Executive and-Flow Comrdttew of the Boards of Directors of Reeairoo Insurance Company, United Pacific Inoursnce Cornpany od Reeance National Irdo w ity Comp"by Un animas CorsarR date•at Fabwy 29. 19" and by ee Executive erd Fnaredd Committce of the Board of Director of Rokerve Suety Company by Urrdmous Car" dated se of March 31,1ge4. 'ReodvW that the aigrrrtuw of such dhactars and officers and"od of tie.Cernp ny may be affixed to any such Power d Aawney ar any owditsm rdaf4ig*%Ake by faceimia.anrd any such Power-d:Attorrey or tartrfiub beerbq such focarrdie sieneturee or fecsbnile sed ahae be valid and Moll a upon-**Canuparry sn'd any-such_Power oo a,etted are eartifid by faeainriM epnsevrre fadntiN eed ahae-bs veld are bidkre open On Company,in t!e hM wkh raaport to arty ba+d or udweskY+e to-whidt-k a IN WITNESS WHEREOF, the Companies have caused these presents to be signed and their corporate seals to be hereto affixed, this March 10, 1998. _. . - RELIANCE SURETY COIIPANY. r +fe"a•4 taaga� u.`Ne RELIANCE INSURANCE COMPANY �,�'�• �� �}+ w `•e+rroy'�• UNMD'PACHWINSURANCECOMPANY tl►L Y• SfaL M 'SEAL' RELIANCE NATIONAL UMEWNITY COMPANY eke j _ u t foal Avg 16 rwooll STATE OF Pennsylvars _ COUNTY OF Philadelphia - sa =On this, March 10, 1998, before me, VaNnda Wortharn, personally appeared David T. Akers, who acknowledged himself to be-the Senior:..Vice President of.the Reliance Surety Company and the.,Vice President of Reliance._Insurance Company, United Pacific.,Insurance Company;.';pnd Reliance National Indemnity Company.and..that as such, being authonzed_Lo do`so executed the-foregoing instrument for the`purpose therein contained by signing the name of the corporation by hlmself as its duly.authorized:officer: In witness whereof, I hereunto set my hand and official eed. - to"~  - Notaria!Seal 1 Valencia Worthm tVotar/-Pubtic Philadelphia,Philaclelphla County - = Notary.Public in and for the Stett of Pennsylvania My Commission Expires Nov.=18 = - Residing at PHladelphl - _ 1, Anita Zippsrt, Secretary of_RELIANCE.SURETY COMPANY,-RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY,-and RELIANCE NATIONAL INDEMNITY COMPANY do herebycsltify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force cnd e:ivct. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seals of said Comparies this 5t1d f November 1998. nrOP41 oarO1t+► i �► ••` i r�ieyOaa.��� Secretary `stALIts jr 3GL t y�45:i�r • a• • • e e - DATE MM/DD/YY -:> AC ( ) .� T �► C3_F.::. IAIL ISF .: .:::..::::.:::::: PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services of Texas,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2000 Bering Drive,Suite 900 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR -Houston,Texas 77057 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 713/430-6000 COMPANIES AFFORDING COVERAGE COMPANY Steadfast Insurance Company INSURED COMPANY Torch Operating Company B Zurich Insurance Company , 1221 Lamar,Suite 1600 Houston,TX 77010-3099 COMPANY C COMPANY D Ct3 THIS I T CERTIFY THAT THE..P POLICIES RAN E LISTED. BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD...:. S O C OL C ES OF INSURANCE SS O C O 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. COI POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER I DATE(MWDDNY) I DATE(MM/DD/YY) LIMITS I GENERAL LIABILITY I BODILY INJURY OCC S Al X'COMPREHENSIVE FORM BOG2802910-02 06/01/98 06/01/99 BODILY INJURY AGG is X PREMISES/OPERATIONS I PROPERTY DAMAGE OCC IS i UNDERGROUND I PROPERTY DAMAGE AGG !S �-X!, EXPLOSION&COLLAPSE HAZARD x PRODUCTSiCOMPLETED OPER BI&PD COMBINED OCC is 1,000,00o 1 XI CONTRACTUAL BI&PD COMBINED AGG S 2,000,000 INDEPENDENT CONTRACTORS I PERSONAL INJURY AGG is 1,000,000 ; I^X] BROAD FORM PROPERTY DAMAGE' I XI PERSONAL INJURY I I AUTOMOBILE LIABILITY ' BODILY INJURY ' JANY AUTO I (Per person) S ALL OWNED AUTOS(Private Pass) J N/A BODILY INJURY I ALL OWNED AUTOS _ 'll; r'URIA: (Per accident) s (Other than Private Passenger) J HIRED AUTOS C t• i,( id PROPERTY DAMAGE S NON-OWNED AUTOS I , GARAGE LIABILITY BODILY INJURY& ' PROPERTY DAMAGE I S , COMBINED y i EXCESS LIABILITY N/A 1 t EACH OCCURRENCE Is UMBRELLA FORM ; I AGGREGATE I5 OTHER THAN UMBRELLA FORM I S I WCSTATU- :OTH- TORY LIMITS I ER E i WORKERS COMPENSATION AND i - Bi EMPLOYERS'LIABILITY EL EACH ACCIDENT is 1,000,000 THE PROPRIETOR/ ^I INCL WC2094410-02 06/01/98 06/01/99 EL DISEASE-POLICY LIMIT S 1,000,000 PARTNERS/'EXECUTIVE OFFICERS ARE: I I EXCL I I EL DISEASE-EA EMPLOYEE S 1,000,000 OTHER j I I i I I i 1 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS Transfer of Union Oil Pipeline franchise to Torch Operating Company The City of Huntington Beach it's Agents,Officers and Employees shall be named as Additional Insured as respects General Liability,but only as required by written contract 4 E?1EEIAT H#Z.U4Ai�G #�lw,4E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Huntington Beach,its Agents,Officers and Employees EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL X00NOI MAIL Attn: Amie Ross 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 2000 Main Street Huntington Beach,CA 92648 AUTHORIZ REPRES N Aj TIVE R i c 4 FPA_,cAP 0.415 Cry CA-Ar 41-•e rlt"CEISNEM _..� .6_dD ISO._ B26569o;A PREMIUM $ 100.00 +-trney KNOW ALL HEN S1� rAEoSENTS, that we, TORCH OPERATING COMPANY a corporation, as Principal, and RELIANCE INSURANCE COMPANY a corporation organized almd doing business under and by virtue of the laws of the State of , and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds, or undertakings required or authorized by the laws of the State of California, as Surety, are held and firmly bound unto the City of Huntington $each, State of California, in the sum of Twenty-five Thousand and No/100 Dollars ($25,000.00) for the payment of which, well and truly to be .made, we hereby bind ourselves, our respective successors and assigns, jointly and severally, firmly by these presents. WH'EREAS, TORCH OPERATING COMPANY has been granted a Franchise by the City of Huntington Beach, pursuant to the CITY'S "Pipeline Franchise Ordinance" as as set forth in Chapter 3.44 of the Huntington Beach Municipal Code (Sections 3.44.010, at seq.), said Franchise effective and WHEREAS, City's "Pipeline Franchise Ordinance", section 3.44.130 requires posting of Faithful Performance Bond in the sum of Twenty-five Thousand and No/100 Dollars ($25,000.00). NOW THEREFORE, the condition of this obligation is such that if said TORCH OPERATING COMPANY shall wall and truly observe, fulfill and perform each and every term, provision and condition of said franchise, then this obligation shall be void; otherwise to be and remain in full force and effect; and IT IS STIPULATED that in case of breach of any one or more of the provisions of said franchise or this bond, the whole amount of the sum herein named shall- be taken and deemed to be liquidated damages and shall be recoverable jointly and severally from the said Principal and said Surety. This bond shell be for a term commencing December 1, 1996 and continuing through December 1, 1997 It is a condition of this obligation that the bond may be terminated or cancelled by the Surety by Thirty (30) days prior notice in writing from the Surety to Principal and to the City of Huntington Basch, sucb notice to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such -termination or cancellation IN WITNESS WHEREOF, the said Principal and Surety have hereunto set their hands and seals this 1st day of December, 1996. :Tot%eratir*, Co a t.) ce In nce Comp By SUE ANN CRADDOCK Jo•c A. Joh on Bv' �R�85ldP�t (A orney-i Fact) FP • �T�0,e �J &6 STATE OF Texas SS. COUNTY OF Harris On December 01, 1996 , before me, Christina Garcia PERSONALLY APPEARED _ Joyce Johnson personally known to me (or proved to me on the basis of , satisfactory evidence) to be the person#:whose name* is/x=subscribed to the within instrument and acknowl- edged to me thativ/she/fir executed the same inxbia/ her/dmeim authorized capacity(, and that by kWher/ lbws g signatures) on the instrument the person(sd, or the Q' y entity upon behalf of which the person(s) acted, executed 1 the instrument. WITNESS my hand and official seal. 1 c This Major Official Notarial Seat OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER FRANCHISE BOND TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL. : ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEMS) ❑ GUAROIAWCONSERVATOR ❑ OTHER: December 01, 1996 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSOPMS)OR ENMY(IES) RELIANCE INSURANCE COMPANY SIGNER(S)OTHER THAN NAMED ABOVE ALL-PURPOSE ACKNOWLEDGEMENT KLIANG-i SUR MPANY �� • -RELIANCE: INSUE COMPANY UHr.*ED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE,PHILADELPHIA. PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY is a corporation duly organized under the laws of the State of Del- aware. and that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY, are corporations duly organized under the laws of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called "the Companies") and that the Companies by virtue of signature and seals do hereby make, constitute and appoint Gary K. Cooper,Judy Ethe►edge, Lupo Tamayo. Beverly A. Ireland,Joyce A.Johnson, Gardner S. Thornton., of Houston, Texas their true and lawful Attorney(s)-in-Fact, to make, execute, seal and deliver for and on their behalf, and as their act and deed any and all bonds and undertakinge of suretyahlp and to bind the Companies thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory In the nature thereof were signed by an Exscutive Officer of the Companies and sealed and attested by one other of such officers,and hereby ratifies and confirms all that their said Attorney(s)-in-Fact may do in pursuance hereof. This Power of Attorney Is granted under and by the authority of Article VII of the By-Laws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY which provisions are now In full foros and effect, reading as follows: ARTICLE VII-EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors, the President,the Chairman of the Board, any Senior Vice President, any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to Is) appoint Attorney(s)-In-Fact and to authorize them to execute on behalf of the Company, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof,and(b)to remove any such Attorney(s)-in-Fact at any time and revoke the power and authority given to them. 2. Attorney(s)-in-Fact shall have power and authority, subject to the terms and limitations of the Power of Attorney issued to them, to execute deliver on behalf of the Company, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof. The corporate seal is not necessary for the validity of any bonds and undertakings, rocognizances, contracts of indemnity and other writings obligatory In the nature thereof. 3. Attorney(s)-in-Fact shell have power and authority to execute affidavits required to be attached to bonds, recognizences, contracts of indemnity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the Sy-Laws of the Company or any article or section thereof. This Power of Attorney is signed and sealed by facsimile under and by authority of the following resolution adopted by the Executive and Finance Committees of the Boards of Directors of Reliance Insurance Company, United Pacific Insurance Company and Reliance National Indemnity Company by Unanimous Consent dated as of February 28, 1994 and by the Executive and Financial Committee of the Board of Directors of Reliance Surety Company by Unanimous Consent dated as of March 31, 1994. "Resolved that the signatures of such directors and officers and the seal of the Company may be affixed to any such Power of Attorney or any certificates relating thereto by facsimile, and any such Power of Attorney or certificate beering.such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such Power so executed and certified by fac- simile signatures and facsimile seal shell be valid and binding upon the Company, in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF, the Companies have caused these presents to be signed and their corporate seals to be hereto affixed, this April 4, 1994. RELIANCE SURETY COMPANY RELIANCE INSURANCE COMPANY UNITED PACIFIC INSURANCE COMPANY - oS- - RELIANCEENATIONAL INDEMNITY COMPANY s use STATE OF Pennsylvania } COUNTY OF Philadelphia } as. On this, April 4, 1994, before me, Valencia Wortham, personally appeared Charles B. Schmalz, who acknowledged himself to be the Executive Vice President of the Reliance Surety Company, and the Vice President of Reliance Insurance Company, United Pacific Insurance Company, and Reliance National indemnity Company and that as such, being authorized to do no, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as its duly authorized officer. In witness whereof,I hereunto set my hand and official seat. �GI Jew ` NOTARIAL SEAL OF i VALENCIA WORTHAM.Notary Public c �� City of Phlladelohia.Ph;la.Ceunty .r �q ��� Notary Public in and for the State of Pennevivenia. 'MYCommission 'ero-res Nov. 16. 1996 - Y Residing at Philadelphia I, Anita Mppert, Secretary of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 1st day o DeCembor 19 96 . s'►`ok J� Ni A : •e".ey ( �y �o.o �^ " SLa Secretary • V " sLAL Leo+� w ' FRANCHISE BOND BOND NO. U629394 PREMIUM $ 269.00/5 years KNOW ALL MEN BY THESE PRESENTS, that we, UNION OIL COMPANY OF CALIFORNIA , a corporation, as Principal, and UNITED PACIFIC INSURANCE COMPANY , a corporation organized and doing business under and by virtue of the laws of the State of Washington, and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds, or undertakings required or authorized by the laws of the State of California, as Surety, are held and firmly bound unto the City of Huntington Beach, State of California, in the sum of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00) for the payment of which, well and truly to be made, we hereby bind ourselves, our respective successors and assigns, jointly and severally, firmly by these presents. WHEREAS, UNION OIL COMPANY OF CALIFORNIA has been granted a Franchise by the City of Huntington Beach, pursuant to the CITY'S "Pipeline Franchise Ordinance" as as set forth in Chapter 3.44 of the Huntington Beach Municipal Code (Sections 3.44.010, et seq. ), said Franchise effective October 5, 1988; and WHEREAS, City's "Pipeline Franchise Ordinance", section 3.44. 130 requires posting of Faithful Performance Bond in the sum of TEN THOUSAND AND NO/100THS DOLLARS ($10,000.00). NOW THEREFORE, the condition of this obligation is such that if said UNION OIL COMPANY OF CALIFORNIA shall well and truly observe, fulfill and perform each and every term, provision and condition of said franchise, then this obligation shall be void; otherwise to be and remain in full force and effect; and IT IS STIPULATED that in case of breach of any one or more of the provisions of said franchise or this bond, the whole amount of the sum herein named shall be taken and deemed to be liquidated damages and shall be recoverable jointly and severally from the said Principal and said Surety. This bond shall be for a term commencing October 5, 1988 and continuing through February 20, 2013. It is a condition of this obligation that the bond may be terminated or cancelled by the Surety by Thirty (30) days prior notice in writing o ` from the Surety to Principal and to the City of Huntington Beach, such notice -�' to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation IN WITNESS WHEREOF, the said Principal and Surety have hereunto set their hands 0,44 and seals this 19TH day of April, 1989 UNION OIL COMPANY OF CALIFORNIA UNIT AC FIC ��"� FANq �. ti 0 � BY: �, BY. S d Vic President ' Robe t A. oppelt Atro n-f act BY: Ass' ant Secretary - R. E. Jenkins UNITED RkMFIC INSUROANCE COMPANY 1 w MEAD OFFICE.FEDERAL NAY.RASMINt� POWER OF ATTORNEY KNOW ALL YEN BY THESE PRESENTS.Then 00 UNITED PACIFIC INSURANCE COMPANY./tearporstels dulT ainiaw heeds th N.w of OW &sit or%oe.,^rQA.doea hereby n+ata.mrlrenuu and ealtoiett ROBERT A. OPPELT of LOS ANGELES , CALIFORNIA -------- eo hue and bw/ul Arwen r winfoot.to Rats.eaw-uts.ace'end de(iry ito and an ft bahatf,wW a b act arid dmd ANY AND ALL BONDS AND UNDERTAKINGS OF SURETYSHIP --- and to bnd the UNITED PACIFIC INSURANCE COMPANY there0r/e fwllt and to tla trite etnsnt as if aueh+bonds and wr4ortatlho end other wrristsps ttbf.galory OR the raters thereo!wort 16 red by an Eataatrtw Off,Ow of the UNITED PACIFIC INSURANCE COM►ANYand stated and•tinted by one tahe- of buich officers.and hereby tattfes and confans all flat its Hid Attar nirhIvilact nay do in prurtuanas laraof. This Power of Attwrat it granted u+dr and by Wthortiv of Article VII of the fy Lae•of UNITED PACIFIC INSURANCE COMPANY which beumt elfwitw Sapterriber 7.19?1.trd..d pro.au.otn are now on felt face and effect,feadang a fotbtm. ARTICLE VII- EXECUTION OF BONDS AND UNDERTAKINGS 1.The Board of D+Mors,the hndent.the CM.t mr^of the hard,any Sensor Vow Pres.dent.any Vice Prwarni a AutsianI Vice Prt%40nl as Mfor officer de.-pnaled by 1M Board of D.rMas aMt'Mee pewee•and authority to sal ao+porni AtlorntWt•in•fact and to oulhot.te them to eaKYte ear, behalf 01 the Curtptnt,bonds and urdrtattngt.leme"'Loneil,santran►of ods"Itt and other wrlttngl obt.Ptory on the nature thertof.and Ibl to ramow ant rich Attornet'tn Fact at any time and terota the power and authOntis gig^t/Itrtts. 2 Astor hers sR Fore Owl.,Mire powr and asrthorrty.wbteet to the tar ns and tirwrlatrona of the powrir of attorney rtuuad to that+,to e■ecule and dae.rer on behalf of the Cpr.p,ny.bonds and srndrtat.ngt,rtCagnaLrKe,,Oont'actt of sndamnttt and other wrrt.ngs otbhgalary on the nature troreof. The eearpo•att war is not nocntary I0+ the treltdrty of ant boACk red W+drultrto.,reeeq^.Lness.contracts of Mdtmnitr and Otter wrrtUngl Ob4galorT en the rlalurt llareot. 3 Altos Mars sn•Fael shell MR pc-v and outhornr to tamwit eff4ow"►reQu•red to be att►ched to bends.reeognttamm.contract,of sndem• wily at olne• wnd-l.orvt o- obf-llalory urdru►.rgl and they shall ofsc Mw pc.w+ and aulhwnv to centft the financial statornenl of Inc Company end to eopta of the IT Own of the Co^tPont to ant r1.08 or tact.on ehermf. Thrt PO-'&' of attorney a s.ga ge and tate'd by fac►.mik rM+dr and by authorttt of the foflo...np Rnolulton adooled by the Board of D•reclars of UNITED PACIFIC INSURANCE COM►ANYat a meet.rs6 fxld on the S+h day of June.1979.at which a quorum Wes pownt.aria Baal Resotut.on has not been♦menotd o• repeated —Rd-0r Ad,that the sirs'.W.Is 01 s.&d•r Kt ors and OrftCrI and the Yat Of the Company mat'be afLaed to any WM pawt'r of ollyntr or any cotm-caOle retal.r4 the•ilo by facurn-It.and any SM&Dons' of attorney O• ee'l.ftcate b"'tng such faOtmtlt s.g"twes or faa�m.le $asr s►.ar' be valid and b-nd,np ,.pen Iht Coe-any and any Weh pewee to farculed and wrufted by fac�,m.k s.Qv'.r it and fa3.rn-Ie sae' "I'bit vat-el and band."[upon the C "%;Wnt In the futarrt with rnpcl to any bond or W+de-ta►�rr[tc wh.etl it is e.ta0ud.- . IN WITNESS WHEREOF.tht UNIAED►ACIFIC INSURANCE COMPANY hay cat.•sad th pevnts 10 be ttpned by fit Vice hn.denl.and at earporasa_ no,to Ore h.r Inc off'atd.this jj r d day of 1J u n e Io UN/IT^ED PACIFIC INSURA CE COMPANY -=�.�4 •�.• Vo Pendent STATE OF Vashingtoa COUNTY OF xing la. 0"ths 23rd IsaTa ))June .19 87W.sonarfirw;ie red Charles S. Schmalz to mt I"owR to IN the V.caJ'rtalenl of the UNITED PACIFIC INSURANCE-COMPANY.and octno.-frd}.d that he eaesuted and alteued the fore• go-nf, rnsrrurrant a"•C,ffi.ed the Mf of taQ corporal ion tt.artto.a+d that Article VII.S+etow 1.t." 1 of the By Lairs of rap Company.and she Rteol„tion,tot forth Hrein.re Rill in full foes. , Met Conv"'t.0A rxpwn: .ED ttjotir ► t�9 1S .1990 uashingt T u0•c its and fa suit of Rn.d•ng at !a c ofaa 1. LaWTence V. Carlstrcm .Ace-r-anl !AV car T of the UNITED PACIFIC INSURANCE COMPANY.do M,tb, artily that the 86-1 and for0W,n re a trod and Car•tct copy of a FL.-vf of Attorr+y e•eWted by tad UNITED PACIFIC INSURANCE CCMPANY,wh.Ch rI/tell rh full feu Itnd affWt. tN WITNESS MfrtEREOF,t hiw!•'i„nto set mT hand andafft.rd the twt of uid C.xr<.nT tf►Y 19Th esy of April 1989 --��/ou tail [e 4I80 l px Asa;rant S.c•.r 1t.�-�'� Lawrence V. Carlstrom 1 State of California On this the 2_day of 1 19_8k,before me, SS. Countyof Los Angeles Elizabeth Winetzhammer , the undersigned Notary Public, personally appeared Sam A. Snyder, Vice President R. E. Jenkins, Assistant Secretary personally known to me NNNNIf1alNMuta1N11NNNINIIMNINN11Na ❑ proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) are subscribed to the ��� within instrument,and acknowledged that they executed it. ONNh�MaM aVANMW al!!t WITNESS my hand and official seal. auaaNalNlNu IauauuuiNumaama I Notary' Signature -------- ----------- GENERAL ACKNOWLEDGMENT FORM 7110052 NATIONAL NOTARY ASSOCIATION•23012 Ventura Blvd.•Woodland Hills,CA91364 I f T Unocal Corporation • Diversified Businesses 2125 Knoll Drive PO.Box 6176 RECEIVED Ventura,California 93006 CITY CLERK Telephone(805)642-7600 CITY OF Facsimile(805)676-4775 HUNTINCTrt+ � r.fN,-ALfF. UNOCAL 9 AN 9 2 06 PH '97 June 5, 1997 California Operating Services Ms. Janelle Case,Deputy City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 I RE: Unocal's bond U629394 Dear Ms. Case: Last year, Torch Operating Company(Torch)assumed operations of the majority of the oil and gas properties previously operated by Union Oil Company of California in California. The Franchise Agreement by and between the City of Huntington Beach and Union Oil Company of California(Unocal)was transferred to to who has provided your office with their Bond Number B2656964 to replace Bond Number iV 9 4 previously provided by Unocal under the terms of Pipeline Franchise Ordinance No. 2319. Accordingly,'Unocal hereby requests you release Unocal's Bond Number U629394 and return same to the attention of the undersigned, so that the surety may cancel the bond. If retrieval and return of Unocal's bond is too cumbersome, please return one copy of this letter with an original execution on behalf of the City of Huntington Beach to acknowledge release of Unocal's Bond Number U629394 and acceptance of Torch's replacement bond. If you have any questions on the foregoing, please contact the undersigned at (805) 676-4709 or (805) 642-7600, ext. 709. Thank you for your assistance in this matter. We look forward to hearing from you very soon. Sincerely, Bridget Beard Consultant for Unocal The City of Huntington Beach hereby acknowledges acceptance of Bond Number B2656964 provided by Torch Operating Company as a replacement of Unocal's Bond Number U629394 and hereby releases Bond Number U629394 previously provided by Union Oil Company of California(Unocal). By: Title: Sy FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY PURSUANT TO CITY'S PIPELINE FRANCHISE ORDINANCE THIS FRANCHISE AGREEMENT is made and entered into this 7�h day of 199 7 , by and between the City of Huntington Beach, a municipal corporation of the State of California(hereinafter referred to as "CITY"), and TORCH OPERATING COMPANY, a California corporation,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 WHEREAS, by Ordinance No. 3014, the City Council of the City of Huntington Beach granted to Union Oil a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances; and Said franchise is due to expire on February 20, 2013; and Union Oil has requested that the CITY consent to the assignment of the franchise to TORCH OPERATING COMPANY; and The City Council of the City of Huntington Beach has determined that a consent to the assignment of said franchise by the granting of this Franchise Agreement would be consistent with the public interest, convenience and necessity; NOW, THEREFORE, the CITY and TORCH OPERATING COMPANY agree as follows: 1 4/sTCD:Agree:Torchopr RLS 96-775 12/10/96 1. Grant. The CITY hereby grants to TORCH OPERATING COMPANY (hereinafter referred to as "TORCH"), for a terns commencing on the date this Agreement is approved by the City Council and continuing through February 20, 2013, subject, however, to all limitations, restrictions and conditions set forth herein and/or incorporated herein by specific reference, and subject to all terms and conditions contained within Ordinance No. 3014, except for those in conflict with this Agreement or expressly noted herein, 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, gas, gasoline,petroleum, wet gas and 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 TORCH's business, in, under and along certain streets, roads, highways, alleys, lanes and other public ways within the City of Huntington Beach as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the Huntington Beach Municipal Code. 2. Application of Grant. This Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of the City of Huntington Beach in existence on the date this Agreement is approved by the City Council and constructed and operated pursuant to the pipeline franchise originally granted by the City Council of the City of Huntington Beach by Ordinance No. 1033, along the following routes: 2 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 • Algonquin Street, from its northerly terminus at Heil Avenue, southerly to its southerly terminus at the northwesterly line of Warner Avenue; and Warner Avenue, from said southerly terminus of Algonquin Street, southerly, southwesterly and westerly to the westerly City boundary line crossing Warner Avenue; and the Sunset Height Gathering Line described as follows: Beginning at, and including, Check Valve No. 3418, approximately 120 feet east of the intersection of Heil Avenue and Algonquin Street; then easterly approximately 2.5 miles of 6-inch gathering pipeline to, but not including, a connection with APL's 8-inch Line No. 8 at Valve No. 1936, located at the intersection of Golden West Avenue and Heil Avenue, in the City of Huntington Beach, County of Orange, State of California. Also, a 4-inch lateral, beginning approximately 307 feet from the intersection of Algonquin Street and Heil Avenue; then south to, and including, Valve No. 3089. 3. Incorporation of Pipeline Franchise Ordinance and Definitions. This Franchise Agreement is granted upon and subject to the rules, regulations, restrictions, terms and conditions of the CITY's "Pipeline Franchise Ordinance" as set forth in Chapter 3.44 of the Huntington Beach Municipal Code, a copy of which is attached hereto as Exhibit"A,"and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the Huntington Beach Municipal Code are references to those sections as they now exist and are reflected in said Exhibit"A." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the Huntington Beach Municipal Code. 4. Compensation to City_. TORCH shall pay the following fees to the CITY with respect to the rights and privileges granted to TORCH hereunder: 3 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 4.1 Base granting fee. TORCH shall pay the CITY the sum of five thousand dollars ($5,000.00) as a one-time base granting fee within thirty (30) days following the execution of this agreement. 4.2 Base annual fee and adjustments. A base annual fee shall be paid within sixty (60) days after the end of each calendar year during the term of this Franchise Agreement, including all of 1996, in the amount of forty-five cents ($0.45)per lineal foot of pipe for all pipelines with an internal diameter of eight(8) inches or less and an additional two cents ($0.02) per inch of internal diameter per foot of pipe for each inch or portion thereof in excess of eight (8) inches. 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 this Franchise Agreement during the calendar year for which payment is due will be utilized. If the base annual fee is not paid within seventy-five (75) days following the end of any calendar year during the term hereof, a penalty shall be assessed at the rate of ten percent(10%)per month or fraction thereof beyond the payment date; provided, however, that in no event shall said penalty exceed the rate of fifty percent (50%). Said base annual fee shall be subject to annual adjustment pursuant to Section 3.44.290 of the Huntington Beach Municipal Code, but in no event shall said base annual fee be less than forty-five cents ($0.45) per lineal foot of pipe. Furthermore, said base annual fee shall be subject to proration pursuant to Section 3.44.300 of the Huntington Beach Municipal Code. 4.3 Base construction charges. TORCH shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by this Franchise Agreement, a base construction charge of one thousand five hundred dollars ($1,500.00) for each one-half mile 4 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 of pipeline or fractional part thereof installed, replaced or relocated on major streets and one thousand dollars ($1,000.00) per one-half mile or fractional part thereof on minor streets. 4.4 Credits/Refunds. No credit or refund shall be allowed or paid by CITY under the provisions of this section unless such claim is filed in writing with the CITY's Tax Administrator not later than six months following dates of overpayment. The burden to show any such credit or refund shall be upon TORCH, which must submit written records showing entitlement thereto. 4.5. Faithful Bond Performance. TORCH shall provide CITY with a faithful performance bond in the amount of Twenty-five Thousand Dollars ($25,000.00). In lieu of such surety bond, TORCH may deposit with CITY an equivalent amount in cash or negotiable securities to assure its faithful performance of all the terms, covenants and conditions of the Franchise. Any such surety bond submitted to CITY pursuant to this paragraph shall be procured from a surety company authorized to transact a surety business in the State of California and shall be approved in the manner prescribed by the Charter of CITY. Said bond shall provide for payment to CITY on demand without action or recourse by TORCH. The surety company issuing said bond may terminate said bond on any anniversary date thereof by giving CITY written notice of its intention to do so at least 30 days prior to the next anniversary date of said bond. Said bond shall thereupon terminate on such anniversary date. TORCH, in the event any surety bond is terminated shall, within 30 days prior to the effective date of such termination, either procure another surety bond acceptable to CITY or deposit with CITY cash or negotiable securities in the amount and in accordance with the conditions set forth herein. 5 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 5. 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 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. 6. Surrender. TORCH shall have the right to surrender its rights under this Agreement and be relieved of the obligation to pay the base annual fee herein provided for at any time after the Effective Date hereof by filing written notice of its intention to surrender said right with the City Clerk of the CITY; provided, however that TORCH shall comply with the provisions of the existing "Pipeline Franchise Ordinance"relating to removal or abandonment of facilities. Balance of page intentionally left blank. 6 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 7. Entire Agreement: This Franchise Agreement contains the entire agreement of the parties and supersedes any prior understandings or agreements between TORCH and the CITY with respect to the matters addressed in this Franchise Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement on the date approved by the City Council. TORCH OPERATING COMPANY* CITY OF HUNTINGTON BEACH, a Texas corporation Amunicipal corporation of the State of California B . Sue Ann Craddock Mayor VicVrmw, By: ATTEST: Roland E. Sledge By: f e: � ; (Print Name) City Clerk `f-a3 ? Its: Secretary APPROVED AS TO FORM: C��rnef .3- "7 REVIEWED AND APPROVED: INITIATED AND APPROVED: ,2 rzl /01 City Administrator eputy City Administrator/ Administrative Services. *Conditionally accepted depending upon the City's acceptance of Torch's Letter of Clarification,Dated December 30, 1996. .d r: Unocal Corporation Diversified Businesse. 2125 Knoll Drive P.O.Box 6176 RECEIVED Ventura,California 93006 CITY CLERK Telephone(805)642-7600 CITY OF Facsimile(805)676-4775 HUNTINGTCN ?FhCH;CALIF UNOCALO Jux 9 206 PH '97 June 5, 1997 California Operating Services Ms. Janelle Case,Deputy City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Unocal's bond U629394. Dear Ms. Case: Last year, Torch Operating Company (Torch) assumed operations of the majority of the oil and gas properties previously operated by Union Oil Company of California in California. The Franchise Agreement by and between the City of Huntington Beach and Union Oil Company of California(Unocal)was transferred to Torch, who has provided your office with their Bond Number B2656964 to replace Bond Number U629394 previously provided by Unocal under the terms of Pipeline Franchise Ordinance No. 2319. Accordingly, Unocal hereby requests you release Unocal's Bond Number U629394 and return same to the attention of the undersigned, so that the surety may cancel the bond. If retrieval and return of Unocal's bond is too cumbersome, please return one copy of this letter with an original execution on behalf of the City of Huntington Beach to acknowledge release of Unocal's Bond Number U629394 and acceptance of Torch's replacement bond. If you have any questions on the foregoing, please contact the undersigned at (805) 676-4709 or (805) 642-7600, ext. 709. Thank you for your assistance in this matter. We look forward to hearing from you very soon. Sincerely, Bridget Beard Consultant for Unocal The City of Huntington Beach hereby acknowledges acceptance of Bond Number B2656964 provided by Torch Operating Company as a replacement of Unocal's Bond Number U629394 and hereby releases Bond Number U629394 previously provided by Union Oil Company of California(Unocal). By: Title: • oR�. 3 S 3 y FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY PURSUANT TO CITY'S PIPELINE FRANCHISE ORDINANCE THIS FRANCHISE AGREEMENT is made and entered into this 71`' day of 199 7 , by and between the City of Huntington Beach, a municipal corporation of the State of California(hereinafter referred to as "CITY"), and TORCH OPERATING COMPANY, a California corporation, 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 WHEREAS, by Ordinance No. 3014, the City Council of the City of Huntington Beach granted to Union Oil a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances; and Said franchise is due to expire on February 20, 2013; and Union Oil has requested that the CITY consent to the assignment of the franchise to TORCH OPERATING COMPANY; and The City Council of the City of Huntington Beach has determined that a consent to the assignment of said franchise by the granting of this Franchise Agreement would be consistent with the public interest, convenience and necessity; NOW, THEREFORE, the CITY and TORCH OPERATING COMPANY agree as follows: 1 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 1. Grant. The CITY hereby grants to TORCH OPERATING COMPANY (hereinafter referred to as "TORCH"), for a terns commencing on the date this Agreement is approved by the City Council and continuing through February 20, 2013, subject, however, to all limitations, restrictions and conditions set forth herein and/or incorporated herein by specific reference, and subject to all terms and conditions contained within Ordinance No. 3014, except for those in conflict with this Agreement or expressly noted herein,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, gas, gasoline,petroleum, wet gas and 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 TORCH's business, in, under and along certain streets, roads, highways, alleys, lanes and other public ways within the City of Huntington Beach as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the Huntington Beach Municipal Code. 2. Application of Grant. This Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of the City of Huntington Beach in existence on the date this Agreement is approved by the City Council and constructed and operated pursuant to the pipeline franchise originally granted by the City Council of the City of Huntington Beach by Ordinance No. 1033, along the following routes: 2 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 Algonquin Street, from its northerly terminus at Heil Avenue, southerly to its southerly terminus at the northwesterly line of Warner Avenue; and Warner Avenue, from said southerly terminus of Algonquin Street, southerly, southwesterly and westerly to the westerly City boundary line crossing Warner Avenue; and the Sunset Height Gathering Line described as follows: Beginning at, and including, Check Valve No. 3418, approximately 120 feet east of the intersection of Heil Avenue and Algonquin Street; then easterly approximately 2.5 miles of 6-inch gathering pipeline to, but not including, a connection with APL's 8-inch Line No. 8 at Valve No. 1936, located at the intersection of Golden West Avenue and Heil Avenue, in the City of Huntington Beach, County of Orange, State of California. Also, a 4-inch lateral, beginning approximately 307 feet from the intersection of Algonquin Street and Heil Avenue; then south to, and including, Valve No. 3089. 3. Incorporation of Pipeline Franchise Ordinance and Definitions. This Franchise Agreement is granted upon and subject to the rules, regulations, restrictions, terms and conditions of the CITY's "Pipeline Franchise Ordinance" as set forth in Chapter 3.44 of the Huntington Beach Municipal Code, a copy of which is attached hereto as Exhibit"A,"and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the Huntington Beach Municipal Code are references to those sections as they now exist and are reflected in said Exhibit"A." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the Huntington Beach Municipal Code. 4. Compensation to City. TORCH shall pay the following fees to the CITY with respect to the rights and privileges granted to TORCH hereunder: 3 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 4.1 -Base$ranting_fee. TORCH shall pay the CITY the sum of five thousand dollars ($5,000.00) as a one-time base granting fee within thirty (30) days following the execution of this agreement. 4.2 Base annual fee and adjustments. A base annual fee shall be paid within sixty (60) days after the end of each calendar year during the term of this Franchise Agreement, including all of 1996, in the amount of forty-five cents ($0.45)per lineal foot of pipe for all pipelines with an internal diameter of eight(8) inches or less and an additional two cents ($0.02) per inch of internal diameter per foot of pipe for each inch or portion thereof in excess of eight (8) inches. 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 this Franchise Agreement during the calendar year for which payment is due will be utilized. If the base annual fee is not paid within seventy-five (75) days following the end of any calendar year during the term hereof, a penalty shall be assessed at the rate of ten percent(10%) per month or fraction thereof beyond the payment date; provided, however, that in no event shall said penalty exceed the rate of fifty percent (50%). Said base annual fee shall be subject to annual adjustment pursuant to Section 3.44.290 of the Huntington Beach Municipal Code, but in no event shall said base annual fee be less than forty-five cents ($0.45) per lineal foot of pipe. Furthermore, said base annual fee shall be subject to proration pursuant to Section 3.44.300 of the Huntington Beach Municipal Code. 4.3 Base construction charges. TORCH shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by this Franchise Agreement, a base construction charge of one thousand five hundred dollars ($1,500.00) for each one-half mile 4 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 . : ; • • of pipeline or fractional part thereof installed, replaced or relocated on major streets and one thousand dollars ($1,000.00) per one-half mile or fractional part thereof on minor streets. 4.4 . Credits/Refunds. No credit or refund shall be allowed or paid by CITY under the provisions of this section unless such claim is filed in writing with the CITY's Tax Administrator not later than six months following dates of overpayment. The burden to show any such credit or refund shall be upon TORCH, which must submit written records showing entitlement thereto. 4.5 Faithful Bond Performance. TORCH shall provide CITY with a faithful performance bond in the amount of Twenty-five Thousand Dollars ($25,000.00). In lieu of such surety bond, TORCH may deposit with CITY an equivalent amount in cash or negotiable securities to assure its faithful performance of all the terms, covenants and conditions of the Franchise. Any such surety bond submitted to CITY pursuant to this paragraph shall be procured from a surety company authorized to transact a surety business in the State of California and shall be approved in the manner prescribed by the Charter of CITY. Said bond shall provide for payment to CITY on demand without action or recourse by TORCH. The surety company issuing said bond may terminate said bond on any anniversary date thereof by giving CITY written notice of its intention to do so at least 30 days prior to the next anniversary date of said bond. Said bond shall thereupon terminate on such anniversary date. TORCH, in the event any surety bond is terminated shall, within 30 days prior to the effective date of such termination, either procure another surety bond acceptable to CITY or deposit with CITY cash or negotiable securities in the amount and in accordance with the conditions set forth herein. 5 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 J. 5. 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 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. 6. Surrender. TORCH shall have the right to surrender its rights under this Agreement and be relieved of the obligation to pay the base annual fee herein provided for at any time after the Effective Date hereof by filing written notice of its intention to surrender said right with the City Clerk of the CITY; provided,however that TORCH shall comply with the provisions of the existing "Pipeline Franchise Ordinance"relating to removal or abandonment of facilities. Balance of page intentionally left blank. 6 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 7. EntireAgreement: This Franchise Agreement contains the entire agreement of the parties and supersedes any prior understandings or agreements between TORCH and the CITY with respect to the matters addressed in this Franchise Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement on the date approved by the City Council. TORCH OPERATING COMPANY* CITY OF HUNTINGTON BEACH, a Texas corporation A municipal corporation of the State of California B Sue Ann Craddock Mayor Vice Pr side By: ATTEST: Roland E. Sledge By: (Print Name) City Clerk y-a3-5 Its: Secretary APPROVED AS TO FORM: REVIEWED AND APPROVED: INITIATED AND APPROVED: City Administrator _-,Deputy City Administrator/ Administrative Services. *Conditionally accepted depending upon the City's acceptance of Torch's Letter of Clarification,Dated December 30, 1996. r Unocal CorporationULI� Oil&Gas OperationsP.O. Box 6176Ventura,California 9300604 674321q !r' UNOCALO Ms. Janelle Case, Deputy City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 SSSA ) a S—Z; =i City of Huntington Ach > 2000 Main Street, Huntington Beach CA 92648 HUNTINGTON BEACH From the desk of: Evelyn Schubert y Deputy City Clerk (714) 536-5405 5�X Pot-, 09'OYV4� Case Janelle From: McGrath, Jennifer Sent: Thursday, December 09, 1999 11:03 AM To: Case, Janelle Subject: RLS 97-1004 I'd like to clear this RLS off my desk but I am slightly confused. The Franchise Agreement sent with the RLS is with Torch Operating and has been approved by City Council. I have approved the attached bond and insurance information for Torch as well. The RLS discusses the letter attached related to a UNOCAL bond. Am I missing a piece of the puzzle?? Is there an agreement with Unocal that I don't have? Since Council entered into this agreement with Torch, didn't the RCA discuss the replacement of Unocal? If so, it seems the replacement of Unocal should release the bonds as well. I think I need a copy of the RCA that accompanied the Torch Franchise agreement and a copy of the agreement with Unocal that preceeded the Torch agreement. r/ / �2 Del{c70 G �J-' 7`7�s [.v1S d.� S�nG//v,S A'�sk. ��iC4S�C � 7171/4- d- rye TeA.#v---s no7'e . A& ac-7 '�' .�- �sd�.-��/�'h�s "k . to->e CLO i RLS No. CITY C&UNTINGTON BEACH • REQUEST FOR LEGAL SERVICES Assn To Gail Hutton, City Attorney Date Date: Request made by: Telephone: Department: June 9, 1997 Connie Brockway 5404 City Clerk INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ® Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ❑ Contract/Agreement ❑ Deed ❑ Court Appearance ❑ Insurance ❑ Other: Is Request for Preparation of Contract form attached? ❑ Yes ❑ No Are exhibits attached? ❑ Yes ❑ No Unless otherwise specified herein, I If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: information contained in this RLS to all me m rs of the City Council. Agenda Deadline m Council Meeting 7 — ( — J 7 Signature of Departmen ead COMMENTS: Routing: Please advise as to whether Council action is necessary to comply with Unocal's request. GCH ❑ _ PDA ❑ 7/a3/4 7 �9 ao 7� w� v 4-�- GCB ❑ WSA // -- 7)1-L ADL ❑ SF ❑ JM ❑ C ❑ 7 ,7 ❑ This Request for Legal Services has been assigned to attorney , extension His/her secretary is , extension Notes: File Name: Date Completed: WP No.: Shaded areas for City Attorney's Office use only. I RLS60997.DOC 06/09/97 100 PM �= .�- :;. .-r �� �C� �m '� � - - �1 J i i, � Unocal Corporation • • Diversdred Businesses 2125 Knoll Drive PO.Box 6176 RECEIVED Ventura.California 93006 CITY CLERK Telephone(805)642-7600 CITY OF Facsimile(805)676-4775 NUNTINC'.C!< (,y, ;CIF. UNOCALO AN 9 2 o6 PH '97 June 5, 1997 Caldomia Operating Services Ms. Janelle Case, Deputy City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Unocal's bond U629394 Dear Ms. Case: Last year, Torch Operating Company (Torch) assumed operations of the majority of the oil and gas properties previously operated by Union Oil Company of California in California. The Franchise Agreement by and between the City of Huntington Beach and Union Oil Company of California(Unocal)was transferred to Torch, who has provided your office with their Bond Number B2656964 to replace Bond Number U629394 previously provided by Unocal under the terms of Pipeline Franchise Ordinance No. 2319. Accordingly, Unocal hereby requests you release Unocal's Bond Number U629394 and return same to the attention of the undersigned, so that the surety may cancel the bond. If retrieval and return of Unocal's bond is too cumbersome, please return one copy of this letter with an original execution on behalf of the City of Huntington Beach to acknowledge release of Unocal's Bond Number U629394 and acceptance of Torch's replacement bond. If you have any questions on the foregoing, please contact the undersigned at (805) 676-4709 or (805) 642-7600, ext. 709. Thank you for your assistance in this matter. We look forward to hearing from you very soon. Sincerely, Bridget Beard Consultant for Unocal e City of kWatington Beach hereby acknowledges acceptance of Bond Number B2656964 provided by Torch.Operating Company as a replacement of Unocal's Bond Number U629394 and hereby releases Bond Number U629394 previously provided by Union Oil Company of California(Unocal). Title: ,. • oRD. S 33 y FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY PURSUANT TO CITY'S PIPELINE FRANCHISE ORDINANCE THIS FRANCHISE AGREEMENT is made and entered into this 7�-h day of 42;�az , 199 7 , by and between the City of Huntington Beach, a municipal corporation of the State of California(hereinafter referred to as "CITY"), and TORCH OPERATING COMPANY, a California corporation,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 WHEREAS, by Ordinance No. 3014,the City Council of the City of Huntington Beach granted to Union Oil a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances; and Said franchise is due to expire on February 20, 2013; and Union Oil has requested that the CITY consent to the assignment of the franchise to TORCH OPERATING COMPANY; and The City Council of the City of Huntington Beach has determined that a consent to the assignment of said franchise by the granting of this Franchise Agreement would be consistent with the public interest, convenience and necessity; NOW, THEREFORE, the CITY and TORCH OPERATING COMPANY agree as follows: 1 4/s:PCA:Agree:Torchopr RLS 96-775 12/10/96 1. Grant. The CITY hereby grants to TORCH OPERATING COMPANY (hereinafter referred to as "TORCH"), for a term commencing on the date this Agreement is approved by the City Council and continuing through February 20, 2013, subject, however, to all limitations, restrictions and conditions set forth herein and/or incorporated herein by specific reference,,and subject to all terms and conditions contained within Ordinance No. 3014, except for those in conflict with this Agreement or expressly noted herein, 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, gas, gasoline,petroleum, wet gas and 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 TORCH's business, in, under and along certain streets, roads, highways, alleys, lanes and other public ways within the City of Huntington Beach as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the Huntington Beach Municipal Code. 2. A.12plication of Grant. This Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of the City of Huntington Beach in existence on the date this Agreement is approved by the City Council and constructed and operated pursuant to the pipeline franchise originally granted by the City Council of the City of Huntington Beach by Ordinance No. 1033, along the following routes: 2 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 Algonquin Street, from its northerly terminus at Heil Avenue, southerly to its southerly terminus at the northwesterly line of Warner Avenue; and Warner Avenue, from said southerly terminus of Algonquin Street, southerly, southwesterly and westerly to the westerly City boundary line crossing Warner Avenue; and the Sunset Height Gathering Line described as follows: Beginning at, and including, Check Valve No. 3418, approximately 120 feet east of the intersection of Heil Avenue and Algonquin Street; then easterly approximately 2.5 miles of 6-inch gathering pipeline to, but not including, a connection with APL's 8-inch Line No. 8 at Valve No. 1936, located at the intersection of Golden West Avenue and Heil Avenue, in the City of Huntington Beach, County of Orange, State of California. Also, a 4-inch lateral, beginning approximately 307 feet from the intersection of Algonquin Street and Heil Avenue; then south to, and including, Valve No. 3089. 3. Incorporation of Pipeline Franchise Ordinance and Definitions. This Franchise Agreement is granted upon and subject to the rules, regulations, restrictions,terms and conditions of the CITY's "Pipeline Franchise Ordinance" as set forth in Chapter 3.44 of the Huntington Beach Municipal Code, a copy of which is attached hereto as Exhibit"A,"and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the Huntington Beach Municipal Code are references to those sections as they now exist and are reflected in said Exhibit"A." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the Huntington Beach Municipal Code. 4. Compensation to City. TORCH shall pay the following fees to the CITY with respect to the rights and privileges granted to TORCH hereunder: 3 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 4.1 Base granting fee. TORCH shall pay the CITY the sum of five thousand dollars ($5,000.00) as a.one-time base granting fee within thirty (30) days following the execution of this agreement. 4.2 Base annual fee and adjustments. A base annual fee shall be paid within sixty (60) days after the end of each calendar year during the term of this Franchise Agreement, including all of 1996, in the amount of forty-five cents ($0.45)per lineal foot of pipe for all pipelines with an internal diameter of eight(8) inches or less and an additional two cents ($0.02)per inch of internal diameter per foot of pipe for each inch or portion thereof in excess of eight(8) inches. 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 this Franchise Agreement during the calendar year for which payment is due will be utilized. If the base annual fee is not paid within seventy-five (75) days following the end of any calendar year during the term hereof, a penalty shall be assessed at the rate of ten percent(10%) per month or fraction thereof beyond the payment date; provided, however, that in no event shall said penalty exceed the rate of fifty percent (50%). Said base annual fee shall be subject to annual adjustment pursuant to Section 3.44.290 of the Huntington Beach Municipal Code, but in no event shall said base annual fee be less than forty-five cents ($0.45)per lineal foot of pipe. Furthermore, said base annual fee shall be subject to proration pursuant to Section 3.44.300 of the Huntington Beach Municipal Code. 4.3 Base construction charges. TORCH shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by this Franchise Agreement, a base construction charge of one thousand five hundred dollars ($1,500.00) for each one-half mile 4 4/s:PC D:Agree:Torchopr RLS 96-775 12/10/96 of pipeline or fractional part thereof installed, replaced or relocated on major streets and one thousand dollars ($1,000.00)per one-half mile or fractional part thereof on minor streets. 4.4 Credits/Refunds. No credit or refund shall be allowed or paid by CITY under the provisions of this section unless such claim is filed in writing with the CITY's Tax Administrator not later than six months following dates of overpayment. The burden to show any such credit or refund shall be upon TORCH, which must submit written records showing entitlement thereto. 4.5 Faithful Bond Performance. TORCH shall provide CITY with a faithful performance bond in the amount of Twenty-five Thousand Dollars ($25,000.00). In lieu of such surety bond, TORCH may deposit with CITY an equivalent amount in cash or negotiable securities to assure its faithful performance of all the terms, covenants and conditions of the Franchise. Any such surety bond submitted to CITY pursuant to this paragraph shall be procured from a surety company authorized to transact a surety business in the State of California and shall be approved in the manner prescribed by the Charter of CITY. Said bond shall provide for payment to CITY on demand without action or recourse by TORCH. The surety company issuing said bond may terminate said bond on any anniversary date thereof by giving CITY written notice of its intention to do so at least 30 days prior to the next anniversary date of said bond. Said bond shall thereupon terminate on such anniversary date. TORCH, in the event any surety bond is terminated shall, within 30 days prior to the effective date of such termination, either procure another surety bond acceptable to CITY or deposit with CITY cash or negotiable securities in the amount and in accordance with the conditions set forth herein. 5 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 5. 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 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. 6. Surrender. TORCH shall have the right to surrender its rights under this Agreement and be relieved of the obligation to pay the base annual fee herein provided for at any time after the Effective Date hereof by filing written notice of its intention to surrender said right with the City Clerk of the CITY; provided, however that TORCH shall comply with the provisions of the existing "Pipeline Franchise Ordinance"relating to removal or abandonment of facilities. Balance of page intentionally left blank. 6 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 7. EntireAgreement: This Franchise Agreement contains the entire agreement of the parties and supersedes any prior understandings or agreements between TORCH and the CITY with respect to the matters addressed in this Franchise Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement on the date approved by the City Council. TORCH OPERATING COMPANY* CITY OF HUNTINGTON BEACH, a Texas corporation A municipal corporation of the State of California OF ha A#:K Sue Ann Craddock Mayor Vic7. rMw By: ATTEST: Roland E. Sledge By: ,�,r�� (Print Name) City Clerk Its: Secretary APPROVED AS TO FORM: C'ty A g.3 rney � 3�L/9? y -f-7 /?j REVIEWED AND APPROVED: INITIATED AND APPROVED: City Administrato eputy City Administrator/ Administrative Services. *Conditionally accepted depending upon the City's acceptance of Torch's Letter of Clarification,Dated December 30, 1996. IMF Research Request Form Office of the City Clerk Today's Date J Date research needed � J Research requested by: (Name) Telephone or extension 7� ( ) Depa ent ( ) CitizlKn ( ) Received by: Do copies need to be certified? ( ) Yes ( ) No Describe research requested, in det ' please: Research Notes: ' InVecordrn r\research.doc • a-�-"le City of Huntington Beach • P.O.Box 190-2000 Main Street Huntington Beach,California 92648 HUNTINGTON BEACH From the desk of. Connie Brockway, CMC "t City Clerk Telephone: (714) 536-5404 Fax: (714) 374-1557 J d/q/ G %7� L2Qi. CCij L6rCC l ��� �� � ����Q� �R � �°� ; �.R��\ � � y� �� � p � x� 0.} � �� � � • r � � � P CITY - HUNTINGTON BEACH RLS No. REQUEST FOR LEGAL SERVICES .Assn To f Gail Hutton, City Attorney Date Date: Request made by: Telephone: Department: June 9, 1997 Connie Brockway 5404 City Clerk INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ® Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ❑ Contract/Agreement ❑ Deed ❑ Court Appearance ❑ Insurance ❑ Other: Is Request for Preparation of Contract form attached? ❑ Yes ❑ No Are exhibits attached? ❑ Yes ❑ No Unless otherwise specified herein, I If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: information contained in this RLS to all members of the City Council. Agenda Deadline Council Meeting 9 �D/� Signature of Department Head COMMENTS: Routing- PI GCH F] PDA- .� /i•tJ:.. ,j'�`•�..:iJ���:_ _.1�-:•.��' Lj J-F L�-! �C�r Lj1 �f����'� GCJ���' � ❑ lis'✓>m-icr(Jt'1. �S/� �^'� . .ti�u so l e U.� v l-t �, 4�-/ l Y�-L �o(/�j� J C B -❑ l WSA ❑ ADL SF I LJuo t J M ❑ EJ '; � {(�.,G,ll%,2 G�!%y'.Z_a � ice,--�� ❑ %gip f G� �� U ❑ This Request for Legal Services has been assigned to attorney J C'!;i I FER McCIRATH 12/30/97 , extension 5521 His/her secretary is Karen , extension 3803 Notes: - File Name: Date Completed: =`= - WP No.. ❑ Shaded areas for City Attorney's Office use only. RLS60997.DOC 06/09/97 3 00 PM r� F�B CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION HUNTINGTON BEACH TO: Arnie Ross l O Senior Accountant 9 0 FROM: Connie Brockway ] '�5j2-(-'-0Y)L e-ST- City Clerk q� DATE: July 7, 1998 SUBJECT: TORCH OPERATING COMPANY 14� VOOA ///z 31�Y 7Y/R-,6 I believe the attached Reliance Continuation Certificate for Torch Operating Company was provided to the Clerk's office by your department. 1. Before the document can be filed in the Clerk's office, the "approval to form" by the City Attorney's office is needed. 2. Also the insurance certificate is expired, and updated insurance is needed. Please inform me if your department is not the department responsible for obtaining requirements No. 1 and No. 2. Thank you, Connie CB:st Attachment i Cbmemo:98-109st r..17YI ;•"?, !ice-�':� %��D� " /. rp n r � � r �( f v V / / RELIANCE SURETY COMPANY UI�PACIFIC INSURANCE COMPANY t Reliance Philadelphia,Pennsylvania Phi a eIphia,Pennsylvania RELIANCE INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY Philadelphia,Pennsylvania Philadelphia,Pennsylvania � CONTINUATION CERTIFICATE A(o aul� bO. q 5- l� In consideration of premium charged, 14P PRO Veo h-7 Reliance Insurance COMPANY hereby continues in force Bond No. B265 69 64 dated December 1, 1996 intheamountof Twenty Five Thousand and No/100---------($25,000.00)------------------- Dollars on behalf of Torch Operating Company ,as Principal, in favor of City of Huntington Beach, State of California ,for the period beginning_December 1, 1998 and ending December 1. 1999 subject to all the terms and conditions of said bond; PROVIDED that the liability of Reliance Insurance COMPANY shall not exceed in the aggregate the amount above written, whether the loss shall have occurred during the term of said bond or during any continuation or continuations thereof, or partly during said term and partly during any continuation or continuations thereof. Signed and Sealed November 5, 1998 ^C FCRM:. AT r.r,C'JF,D �• � Rel'ance Insurance COMPANY G/ e.-;`, By. Jo Bagna11 Attorney-in-Fact By.. r.i_.y � ,torne.V V 1F' BD-1414 4/94 ORIGINAL-OBLIGEE PINK-BRANCH CANARY-AGENT ■■ ;/�"� `'. ::..:.:.�:.::..:f::'•:a?::?:?`.'.C::>`:.?`.":;;: :'z:l DATE(MM/DD/YY) RD ■ �y ::.:.::: ::::................................:::::.:......:::::::::.:::::::::::.:::.::n..:...................:.............................:::...................... _... I� ..:. 2/26/99 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services of Texas,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2000 Bering Drive,Suite 900 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Houston,Texas 77057 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 713/430-6000 i COMPANIES AFFORDING COVERAGE i COMPANY q Steadfast Insurance Company INSURED I COMPANY Torch Operating Company i B Zurich Insurance Company 1221 Lamar,Suite 1600 Houston,TX 77010-3099 COMPANY C COMPANY I D c�{ ' ' ::::::.....:'is:::::::t:::::iSi;::::>::::::::::::;:Y;S::::;:5::;5:i:>:y.;:j?5::::%;::;:::?::;::%::::?::i:::i:%:::::....:':::::::::::::::::::i;:i>::;::`,+iiifi'r,;; ::...........:......................v:.v::m:i»ii:.i.�:..::::.:.:.i::i}::±.�ii::•Y.:v.:..:.:n�::.:.::::::.i::.:.�:::::..w::::::::::.:+i::::: 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. I coOLICY EFFECTIVE j POLICY EXPIRATION O TYPE OF INSURANCE POLICY NUMBER LIMITS LTR; DATE(MWDD/YY) I DATE(MM/DDn'Y) - GENERAL LIABILITY BODILY INJURY OCC I S q: x'COMPREHENSIVE FORM BOG2802910-02 06/01/98 06/01/99 BODILY INJURY AGG 5 Xj PREMISES OPERATIONS i I ,PROPERTY DAMAGE OCC S UNDERGROUND ! i PROPER Xij EXPLOSION&COLLAPSE HAZARD TY DAMAGE AGG I s XI PRODUCTS.'COMPLETED OPER 81&PD COMBINED OCC is 1,000 000 CONTRACTUAL BI&PD COMBINED AGG S 2,000,000 XI: INDEPENDENT CONTRACTORS I PERSONAL INJURY AGG S 1,000,000 X. BROAD FORM PROPERTY DAMAGE; I PERSONAL INJURY I I AUTOMOBILE LIABILITY BODILY INJURY S ANY AUTO (Per person) ALL OWNED AUTOS(Private Pass) i N/A ALL OWNED AUTOS - BODILY INJURY S (Other than Private Passenger) : i .r.� 1 U f(M: (Per accident) HIRED AUTOS 1' ;i it t i tFd PROPERTY DAMAGE is NON-OWNED AUTOS ! C,L'._1 A'j T,,j�•--'. - j GARAGE LIABILITY BODILY INJURY& . PROPERTY DAMAGE S COMBINED EXCESS LIABILITY N/A rT, I v EACH OCCURRENCE s UMBRELLA FORM AGGREGATE I S OTHER THAN UMBRELLA FORM I I S WORKERS COMPENSATION D - , WC STATU- OTH•';E ; ;i>;' ?`? :'zz3:i't : CO ON AN EMPLOYERS"LIABILITY TORY LIMITS ER �a>":<:«:::>:p>::»<zE>.:>s>::::>«<?>:»:`:>:: B. EL EACH ACCIDENT Is 1,000,000 THE PROPRIETOR/ I X 1 INCL PARTNERS/EXECUTIVE I WC2094410-02 06/01/98 06/01/99 i EL DISEASE-POLICY LIMIT is 1,000,000 OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE I S 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS Transfer of Union Oil Pipeline franchise to Torch Operating Company The City of Huntington Beach it's Agents,Officers and Employees shall be named as Additional Insured as respects General Liability,but only as required by written contract .::::::::::.:.;:;.::::::;:;.;J;;::Y:;•.i:'::::.:::::?:::::.::'::.':::::?:;.:::.:::::.::.:;:::::?:::..;..;:.....r.:..;:.:::i::....::.:.:.::`:.::.:i:;:..:..:::::.::.i2:.:::::..::.:;::;.::.i;x:v:;.:: ::.::::r::::::::.::::.....: :: <:::>::>>::>::::::::>:::>:>;>>:;:i<::'»::>:_>:::::::>::::.>::>::>::.....:.....::::: t ................................... ....................:......................................................CA1Gt�A' EtV..... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Huntington Beach,its Agents,Officers and Employees EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ,M MAIL Attn: Arnie Ross _3 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 2000 Main Street Huntington Beach,CA. 92648 AUTHORIZ REPRES N AS TIVE :AG{ ti f3'#�RA'� I�] ES88: 'cam.•' �.i.'' 'i - H.•.b.. Fig a k t i a'' k a k"0 - :Si� )ty- 1. *y f� RELIANCE SURETY COMP RELIANCE INSURANCE COMPANY f UNITED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE, PHILADELPHIA, PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY is a corporation duly organized under the laws of the State of Del- aware, and that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY, are corporatiorw duly organized under the laws of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called 'the Companies*) and that the Companies by virtue of signature and Beale do hereby make, constitute and appoint William N. Burks. Jr., Dan W. Burton, Joy Hajovsky, Wendy W. Subakey, Mkhad J. Harrod, Lupo Ta Etheredge, Joan Bagnall,James W. Baughman,Karen KeNmr., of Houston, Taxes their true and lawful Attorney(s)-in-Fact, to make, execute, stead and deliver for and on their behalf, and as their act and deed any and all bonds and undertakings of suretyship and to bind the Companies thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the Companies and sealed and attested by one other of such officers, and hereby ratifies and confirms all that their said Attornsy(s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by the authority of Article VII of the By-Laws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY which provisions are now in full force and effect, reading as follows: ARTICLE VII-EXECUTION OF BONDS AND UNDERTAKINGS I. The Board of Mae are,the Prseiderht.the Chairman of the Board,any Senior Via Pnoidie ,any Vim Prwidantt or Assiist"Vies Pre lcls or other offiaar doigrwand by Ow Board of Directors"have power and n•herlor to to)appoint AttarrryhFin-Fact and to sutfwreo dun to exeeuts an bMhr1 of due Coo weeny,borde and undortal ise,reeapiearma,cormoets of irdewvity and other writings obligatory in the nature thereat,and IN to remove s ,such Attorneyis)ko Fect at sny time and ravoko the power and outhoritir ohmen to tfharn. - - 2. Attorrsylsl-in►Fect shag haw power and sxherity,abject to the tams and limitations of the Power of Attomgr tasnd to own. to execute dell ver an behalf of the Company,bends and undertakings. recognaanew,contracts of inch w Ity and odw writirhps obligatory in tha nature thereof. The corporate sed Is not rroeeeary for the validity of arty bads and urnderttklrrps, rew rasncas,contracts of indemnity and other writings obligatory in the nsuaa tfweef. - 3. AttorneyleNn•Fact Mug have power and authority to execute oHidevits required to be ottaehed to horde,recogritonces,,ientracb of inds u ity or odso coots anal or obligatory undertakings and thay shag Was have power and s•ftority to certify the financial atatannent of Ow Campry and to copme of the Ily-Lave of the Cam W or arty ardels or section dwell. This Power of Attorney in sioned and sealed by fetx+irhiis under and by sudwr"of tha following resolution adapted by the Exeeutin and Firm Committees of the Boards of Diectore of Reliance Ineurana Company, United Potific Insurance Company and Reliance National Indo ity Company by Unanimous Conant dated es of February 2e. 1994 and by tha Executive arid Finrxa81 Committee of the Board of Director*of Reliance Surety Company by Unanimous Consort dated as of March 31,1904. -Resolved that Ow oipnstures of such director* and officers and the a"M do Company may be affixed to any such Power of Attorney or any aertifieates relating dursto by - _- faaimile,and ary such Power of Attorney or certificate Ewing such teainile signatures or I c im- eW anal be valid and bin I upon tau Cornpony and any such Power_so _ executed and certified by faeim"signatures and facoimile sad shag be valid and bidrhg upon the Company.in Ow future with respect to any bad or wWwtsltig to which a Is ettachad..IN WITNESS WHEREOF, the Companies have caused these presents to be signed and their corporate seals to be hereto affixed, this March 10, 1998. RELIANCE SURELY COMPANY I•e .w.ar4 ,�last.,7 ra,a,e RELIANCE INSURANCE COMPANY �`•oPresy�°� �° °''wee\+, UNR'ED PACIFIC INSURANCE COMPANY t,Sil►L SCAL •� `gSEAL' 1` RELIANCE NATIONAL INDFMNT�TY COMPANY W t AW STATE OF Pennsylvania COUNTY OF Philadelphia So. On this, March 10, 1998, before me, Valencia Wortham, personally appeared David T. Akers, who acknowledged himself to be the Senior Vice President of the Reliance Surety Company, and the Vice President of Reliance Insurance Company, United Pacific Insurance Company, and Reliance National Indemnity Company and that as such, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as its duly authorized officer. In witness whereof, I hereunto set my hand and official seal. W ,,aoww�Z 1 Notarial Seal OF ��►�� (�, `-. Valencia Wortham.Notary Public �gyl,,f,a� Philadelphia.Philadelphia County Notary Public in and for the State of Pennsylvania My Commission Expires Nov. 18,2000 Residing at Philadelphia 1, Anks 73ppert, Secretary of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and j RELIANCE NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force and eff"t. i IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 5t1y f November 1998, r ul.,a4 eel urg'sy o° (rSjXN , d . ; al ., �„ Secretary LSFALe0*!4AIN �••� a I ' • Unocal Corporation • Diversified Businesses 2125 Knoll Drive PO.Box 6176 kECE1YEG Ventura,California 93006 CITY �L�}Z♦ Telephone(805)642-7600 Facsimile(805)676-4775 i ITY 3i- HUNTiNGTCh UNOCAL ; 6 JuH 9 2 c6 Fil '97 June 5, 1997 California Operating Services Ms. Janelle Case, Deputy City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Unocal's bond U629394 Dear Ms. Case: Last year, Torch Operating Company (Torch) assumed operations of the majority of the oil and gas properties previously operated by Union Oil Company of California in California. The Franchise Agreement by and between the City of Huntington Beach and Union Oil Company of California(Unocal) was transferred to Torch, who has provided your office with their Bond Number B2656964 to replace Bond Number U629394 previously provided by Unocal under the terms of Pipeline Franchise Ordinance No. 2319. Accordingly, Unocal hereby requests you release Unocal's Bond Number U629394 and return same to the attention of the undersigned, so that the surety may cancel the bond. If retrieval and return of Unocal's bond is too cumbersome, please return one copy of this letter with an original execution on behalf of the City of Huntington Beach to acknowledge release of Unocal's Bond Number U629394 and acceptance of Torch's replacement bond. If you have any questions on the foregoing, please contact the undersigned at (805) 6764709 or (805) 642-7600, ext. 709. Thank you for your assistance in this matter. We look forward to hearing from you very soon. Sincerely, Bridget B d Consultant for Unocal The City of Huntington Beach hereby acknowledges acceptance of Bond Number B2656964 provided by Torch Operating Company as a replacement of Unocal's Bond Number U629394 and hereby releases Bond Number U629394 previously provided by Union Oil Company of California(Unocal). By: Title: a. iCe .Mo tes Office f the Ctt o " y Clem i Hunting Bead; Cali orna �I { �II I Y 4, i ,I a' l 1 n r { 1 III ill } A ii p r F�s CITY OF HUNTINGTON BEACH ka INTERDEPARTMENTAL COMMUNICATION HUNTINGTON BEACH TO: Arnie Ross Senior Accountant 0 FROM: Connie Brockway ] City Clerk DATE: July 7, 1998 I/Z6��W,5 45 l 2-)'6Z: ,0,50 SUBJECT: TORCH OPERATING COMPANY believe the attached Reliance Continuation Certificate for Torch Operating Company was provided to the Clerk's office by your department. 1. Before the document can be filed in the Clerk's office, the "approval to form" by the City Attorney's office is needed. 2. Also the insurance certificate is expired, and updated insurance is needed. Please inform me if your department is not the department responsible for obtaining requirements No. 1 and No. 2. Thank you, Connie CB:st Attachment Cbmemo:98-109st _ ,<; `f/a� �►,��,�ll�s e Goo. �lS VIRIFICATM OF INSURAIRE THIS VERIFICATION OF INSURANCE IS ISS MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE HOLDER.THIS VERIFICA F INSURANCE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. NAME AND ADDRESS OF AGENCY COMPANIES AFFORDING COVERAGES Aon Natural Resources 2000 Bering Drive,Suite 900 COMPANY Houston,TX 77057 A LETTER A Ranger Lloyd's Insurance Company(thru Burke-Daniels Co., Inc.) COMPANY (713)430-6000 LETTER B Zurich Insurance Company NAME AND ADDRESS OF INSURED COMPANY /� Torch Operating Company LETTER C 1221 Lamar,Suite 1600 COMPANY LETTER D Houston,TX 77010 COMPANY E LETTER COVERAGES 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 VERIFICATION OF INSURANCE 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. CO TYPE OF INSURANCE POLICY NUMBER POLICY POLICY LIMITS LTR EFFECTIVE EXPIRATION GENERAL LIABILITY A ®COMPREHENSIVE FORM GL0705268 06-01-96 06-01-97 BODILY INJURY AND ®PREMISES-OPERATIONS PROPERTY DAMAGE COMBINED ®EXPLOSION AND COLLAPSE HAZARD ®UNDERGROUND HAZARD EACH OCCURRENCE $ 1,000,000 PRODUCTS COMPLETED AGGREGATE $ OPERATIONS HAZARD ®CONTRACTUAL INSURANCE PERSONAL INJURY $ ®BROAD FORM PROPERTY DAMAGE ®INDEPENDENT CONTRACTORS BROAD FORM CGL ®PERSONAL INJURY $ AUTOMOBILE LIABILITY BODILY INJURY (EACH PERSON) $ ANY AUTO BODILY INJURY ❑OWNED AUTOS N/A (EACH ACCIDENT) $ ❑HIRED AUTOS PROPERTY DAMAGE - $ ❑NON-OWNED AUTOS BODILY INJURY AND ❑SCHEDULED AUTOS PROPERTY DAMAGE $ COMBINED BODILY INJURY AND EXCESS LIABILITY PROPERTY DAMAGE ❑UMBRELLA FORM N/A COMBINED ❑OTHER THAN UMBRELLA FORM EACH OCCURRENCE $ AGGREGATE $ WORKERS'COMPENSATION AND STATUTORY LIMITS EMPLOYER'S LIABILITY EACH ACCIDENT $ 1,000,000 B WC2094410 06-01-96 06-01-97 DISEASE-POLICY LIMIT $ 1,000,000 DISEASE-EACH EMPLOYEE $ OTHER N/A DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS RE: Transfer of Union Oil Pipeline franchise to Torch Operating Company The Certificate Holder,its officers,agents,and employees are included as additional insureds as required by written contract. Cancellation: Should any of the above described policies be cancelled before the expiration date thereof,the issuing company will endeavor to mail 30 days written notice(except 10 days notice in the event of non-payment of premium)to the below named holder,but failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or representatives. NAME AND ADDRESS OF HOLDER: City of Huntington Beach, CA 2000 Main Street DATE ISSUED: July 11, 1996 Huntington Beach,CA 92648 Attn: Arnold Ross A EPRESENTATIVE FORM 105A(Revised 6/96) {, MAR-07-1997 . 09 51 P.04 � `� � . • �ohs THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR POLITICAL SUBDIVISIONS-PERMITS This endersernW.modifies insurance provided under the f0fiawwing: COMMERML GENERAL UABIU'fY COVERAGE PART POUCY;NO.: GL0705268 SCHEDULE State;-or Political Subdivision: City of Runtingeon Beach, it's Officers, En ees and Agents Marinie Safety Divison p.0.-Sox 190 Huntiagtou Beach, California 92546 (lt no e' y appeaws above.itttom4an reguiredrta com,kce this endocsernen:i",the Dw0 ations es appt+caWe to Leis endo.-sorpenr.) WWO IS AN INSURED (SecSon 11) is L-nandec To int-lude Z This insurarwe does na:gtsply.a ir►w- as an irsttrrd any swe o:poiid--si su5divrelo.shown in or-roper+dart,s;a-errsins p;;;of Me Schedule.subjec;to the following provision: perar:ned tar Imc slate a muniaipa kly. 7. Thus wm rarice eoOies only with respec:M Ope%eons ped0flned by you or on ym;- behl, to:which the start or pou•.ieel subd"vsion has issued a per.-►,- cu 269 (1/95) MAR-05-1997 13:03 71375990�50 94i P.03 RELIANCE SURETY COMPANY UNITED PACIFIC INSURANCE COMPANY Reliance • Philadelphia,Pennsylvania PhilaSia,Pennsylvania RELIANCE INSURANCE COMPANY RELINATIONAL INDEMNITY COMPANY Philadelphia,Pennsylvania Philadelphia,Pennsylvania CONTINUATION CERTIFICATE In consideration of premium charged, Reliance Insurance COMPANY hereby continues in force Bond No. B265 69 64 dated December 1, 1996 in the amount of Twenty Five Thousand and No/100------($25,000.00)--------------------- Dollars on behalf of Torch Operating Company ,as Principal, in favor of City of Huntington Beach, State of California ,for the period beginning December 1, 1997 and ending December 1, 1998 subject to all the terms and conditions of said bond; PROVIDED that the liability of Reliance Insurance COMPANY shall not exceed in the aggregate the amount above written, whether the loss shall have occurred during the term of said bond or during any continuation or continuations thereof, or partly during said term and partly during any continuation or continuations thereof. Signed and Sealed February 25, 1998 R iance Ins r nce COMPANY By: oa agnal ; Attorney-in-Fact BD-1414 4/94 ORIGINAL-OBLIGEE PINK-BRANCH CANARY-AGENT -`i STATE OF Texas SS. COUNTY OF Harris -�. On February 25, 1998 , before me, Lupe Tamayo PERSONALLY APPEARED Joan Bagnall personally known to me (or 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 acknowl- edged to me that he/she/they executed the same in his/ her/their authorized capacity(ies), and that by his/her/ r their signature(s) on the instrument the person(s), or the ,.►►�•,4 LUPE TAMAYO entity upon behalf of which the person(s) acted, executed .' Notary Public,State of Texas MY Commission Expires the instrument. �''` APRIL 24, 2000 WITNESS my hand and official seal. r lgna This area for Official Notarial Seal TIONAL Though the data below is not require by law, it may prove va able to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER Continuation Certificate Tm.E(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL 1 RR ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: February 25, 1998 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTT Y(IES) Reliance Insurance Company SIGNER(S)OTHER THAN NAMED ABOVE ALL-PURPOSE ACKNOWLEDGEMENT RELIANCEC _ MWRELIANCE INSURANCE COMPANY UNITED PACIFIC INSURANCE COMPANY :` . . RELIANCE NATIONAL INDEMNITY,COMPANY. ADMINISTRATIVE OFFICE, PHILADELPHIA, PENNSYLVANIA - r POWER OF ATTORNEY { KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY is a corporation duly organized under theaaws of the State of Del- aware, and that RELIANCE INSURANCE COMPANY-and UNITED PACIFIC INSURANCE COMPANY, are corporations-duly organized under the laws . of:the Commonwealth•of Pennsylvania aridthat RELIANCE NATIONAL INDEMNITY COMPANY. is a corporation:,iiuly organized under the laws of the'State. of_Wisconsin"(herein collectively;called 'the Companies") and that the Companies by virtue of signature and-seals do hereby make, constitute"and",appoint,WIInam W Burke, Jr., Din W. Burton, Mary C. Jones, Wendy W. Stuckey, Michael ) Herrod,.Lupo Tamayo,'Judy Etheredge;Joan Bagnall,Christina Garcia;,--of:Houst6n Texas their true and lawful Attorney(s)-in-Fact, to make-:-execute =seal and deliver for and on',their behalf,;and.as their act and deed any end all bonds and undertakings of suretyship and to bind the Co_n_-' s tfiereby.as fully and to the " same extent as.if:suchbonds and undertakings and-other writings obligatory,in the nature thereof were signed by anyEzecutive Officer at.the Companies and sealed and attested by one_other of such officers, and hereby.ratifies and confirms all that theiraand AttorneyIs)-in-Fact may.do in pursuance hereof _ £ .This'Power of Attorney.IS granted'under and by the authority:of Article"VII of the-,By-Laws,of:RELIANCE SUAETY.'COMPANY,' RELIANCE_INSURANCE,-COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE' NATIONAL,INDEMNITY;:COMPANY which provisions are now in full force and effect; reading as follows: r EXECUTION OF VII BONDS AND UNDERTAKINGS ,ARTICLE '{ 1.,The Board of Directors;the President,the Chairman of the Board,any Senior Vice President,any Vice President or Assistant Vice President or other officer designated by'the Board oU§ Directors shall nave power and authority to Ie1 appoint Attorneylsl in Fect and to authorize them to execute on behalf of the Comperiy;bonds and undertakings,recognizancas:contracts of mdernmiW and other writings obligatory In the.nature m_thereof,and(b1 to remove any such Attoey(sN ty time et arm•and revoker tna power erid authority given to them. _ =_ -_ i - 2.•Attorney(a)tin Feet shall nave-power and authority,sub(eet to the terms and limitations of the Power of Attorney Issued to them to exaeute deliver on behalf of the Company bonds end uMertakings,_recogniaericea eomrscts of indemnity and other writings obligatory in the nature[here0}. The corppr6te seal N not necessary for the validity of any bonds and urdertakinps," ietognizances,convects of indemnity end other writings obligatory in the nature thereof 3.. Attorney(s)-in-Fact shall Five power and authority to execute affidavits retryvedito be'atteched to bonds reeogruzsnees, contracts of indemnity or ocher eondMonal'or obligatory_, undertakings and they shall also have power end authority to certify the financial statement of the.Company and to copies of tM By-Laws of the Company or any article a section tnersot: This Power of Attorney ro signed and seated by facsimile under and by authority of the following resolution adopted by,the Executive end Finance Committees of the 8oardsof Drrectars of Reliance`. Insurance Company. United-Pea ie:lrisurene•Company and Reliance National Indemnity Company by,Unanimous Consent dated as o}February.28, 1994 and by.the ExeeuUve and 9nencial'. a Commirtee of the Board of Directors of Helian00 Sur Coin d„ cry pony by Unanimous Consent dated u of March 31, € — 1 Resolved that the 3rgnaturas el such direstora and officers and the seal of the Company may be affixed-to any sutif Powar of Attorney or any cartifiestes relating thereto ii , fauimils,aM anystich Powi of_Attorney,or cer0cate bearing such faeaimhk-.sprietures or racalmil•seal snail D•valid_and binding upon,the Company aril any such exetutetl and eertrf�ad by faeamde signatures and facsimile seal shall be valid and binduhg upon the Company in the future with respect to any bond or undertaking td which d is h' z IN WITNESS WHEREOF, the Co mpanies have caused these presents to..t4 signed and their corporate seals to be hereto affixed; this February 1 1998. Y r = - uR y ,�'a/a•�4 �w lee RELIANCE SURETY COMPANY �at�ot,,o �,psros R RELIANCE INSURANCE COMPANY 45Falr'L; +• �nSEal' UNITED PACIFIC INSURANCE COMPANY s z lira• s ; RELIANCE NATIONAL INDEMNITY COMPANY Is \'y: �,/, . �� }; Oor EtAWAP� Ot Aq • ��l�, eMf'aaR:' Qt STATE OF Pennsylvania .COUNTY OF Philadelphia }Se On,ahis, February 1, 1998 before me,Valencia.Wortham, personally appeared David T. Akers;`who=acknowtedged himself to be they Senior Vice_`. President`of the Reliance Surety Company, and the Vice President.of Reliance Insurance-Company;.United"Pacific Insurance Company--and: . Reliance emn National Indity Company.and that as such, being authorized--to do so, executed--the foregoing instrument for the purpose the_ reins-" ;the name-of contained by Signing f the corporation by himself as its duly authorized officer = ; sr _F 5t - In witness whereof 1 hereunto set my hand and official seal. 4 r 3 s �• Notarial Seal Valencia Wortham Nota P z� ry Public:,"2. L Philadelphi8 Philadelphia CourlryNotary_Public in and for the State of Pennsylvania -_ nr+y Ccmmission.Explre`s_Nov._18,2000 u - Residing at Philadelphia I Anita Zip pert Secretary ofRELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,-U_NITEO PACIFIC INSURANCE COMPANY and' RELIANCE NATIONAL'INDEMNtTY CnMPANY do hereby certify that the above`and foregoing ts,a true and correct copy of the.Power of Attorney s4 >','executed by said Companies,Which is stiil in full force and effect 3 IN WITNESS WHEREOF, I-have:hereunto set rr,r hand and affixed the seals of-said Companies this 25 day of,February t 9 98 Fi 4 "�s - .►Maa�.� dot ha4�. - - � _ �? r � •� P O rg ��� �+i ,�Ofpe0F6 .SEthoSE4l' ' Secretary.. y , Sue,- ; : ire• r sN., FtAWf+Q' •1;69mlw 111 9 16111171=1 I - ..•. • e _.-- t a �r%•/ J 7 �� ��- d�65��9f • HUNTINGTON BEACH TO: Jennifer McGrath, Deputy City Attorney FROM: Connie Brockway, City Clerk DATE: March 10, 1998 SUBJECT: RELEASE OF UNOCAL BOND-RLS 1004 Jennifer, It seems like you responded to me regarding Unocal's letter, or at lease I thought I saw your response cross my desk. I'm attaching the Unocal letter they want me to sign. I have the Torch Bond they refer to so it seems I can sign off. Let me know. Thanks, Connie 00/97 - City Council/Redevelopmente6ncy Minutes - Page 31 It was the consensus of Council that introduction of Ordinance No. 3353 - "An Ordinance Of The City Of Huntington Beach Amending Chapter 5.68 Of The Huntington Beach Municipal Code Pertaining To Specific Events Permit Applications; Permit Granting Conditions And Permit Denial Conditions"and the recommendations contained in the communication from the Community Services Director regarding the specific events process be deferred to a future meeting. (CITY COUNCIL) INTRODUCTION OF ORDINANCE NO. 3354 -APPROVED - GRANTS PIPELINE FRANCHISE FOR TRANSPORTATION OF OIL - CONSENT CITY ASSIGNMENT FROM UNION OIL TO TORCH OPERATION COMPANY -APPROVED - FRANCHISE AGREEMENT - LETTER OF CLARIFICATION WITH TORCH OPERATING COMPANY (600.45) The City Council considered a communication from the Deputy City Administrator, Administrative Services informing the City Council that a request has been made that the city consent to the assignment of the existing Union Oil Franchise to Torch Operating Company for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. A motion was made by Harman, second Dettloff, to approve the following recommended actions: 1. Approve introduction of Ordinance No. 3354 after a reading by title by the City Clerk - "An Ordinance Of The City Of Huntington Beach Granting To Torch Operating Company A Franchise To Construct, Operate And Maintain A Pipeline System For The Transportation Of Oil." 2. Approve and authorize execution by the Mayor and City Clerk of the Franchise Agreement Between The City Of Huntington Beach And Torch Operating Company Pursuant To City's Pipeline Franchise Ordinance. 3. Approve and authorize execution by the Mayor and City Clerk of Letter of Clarification From Torch Operating Company dated December 30, 1996 - "The Franchise Agreement Between The City Of Huntington Beach And Torch Operating Company Pursuant To The City's Pipeline Franchise Ordinance." and 4. Accept a ten (10) day notice of cancellation of insurance rather than the usual 30 days notice of cancellation in the event of non-payment of premium and direct that the City Attorney amend the contract/agreement to reflect this change. Following a reading by title of Ordinance No. 3354, the motion made by Harman, second Dettloff, carried by the following roll call vote: AYES: Harman, Dettloff, Bauer, Sullivan, Green, Garofalo NOES: None ABSENT: Julien 861 . . :., • ;v,cc AF� ASP (�oo.yS Cry C/oak qie FRANCHIS$ BOND ._JD NO.- 2696gAA PREMIUM $ 100.00 AAtttorney KNOW ALL Sf PRESENTS, that we, TORCH OPERATING COMPANY a corporation, as Principal, and RELIANCE INSURANCE COMPANY , a corporation organized and doing business under and by virtue of the lays of the State of and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds, or undertakings required or authorised by the laws of the State of California, as Surety, are held and firmly bound unto the City of Huntington Beach, State of California, in the sum of Twenty-five Thousand and No/100 Dollars ($25,000.00) for the payment of vhich, well and truly to .be .mads, we hereby . bind ourselves, our respective successors and assigns, jointly and severally, firmly by these presents. WHEREAS, TORCH OPERATING COMPANY has been granted a Franchise by the City of Huntington Beach, pursuant to the CITY'S "Pipeline Franchise Ordinance" as as set forth in Chapter 3.44 of the Huntington Beach municipal Code (Sections 3.44.010, at seq.), said Franchise effective and WHEREAS, City's "Pipeline Franchise Ordinance", section 3.44.130 requires postin of Faithful Performance Bond in the sum of Twenty-five Thousand and No/100 Do lars ($25,000.00). NOW THEREFORE, the condition of this obligation is such that if said TORCH OPERATING COMPANY shall veil and truly observe, fulfill and perform each and every term, provision and condition of said franchise, than this obligation shall be void; otherwise to be and remain in full force and effect; and IT IS STIPULATED that in case of breach of any one or more of the provisions of said franchise or this bond, the whole amount of the sum herein named shall- be taken and deemed to be liquidated damages and shall be recoverable jointly and severally from the said Principal and said Surety. This bond shall be for a term commencing December 1, 1996 and continuing through December 1, •1997 It is a condition of this obligation that the bond may be terminated or cancelled by the Surety by Thirty (30) days prior notice in writing from the Surety to Principal and to the City of Huntington Beach, such notice to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation IN WITNESS WHEREOF, the said Principal and Surety have hereunto set their hands and seals this 1st day. of December, 1996. To erati Co a i ce In nce Comp B y SUE ANN CRADDOCK — Jo•c A. Joh on By: (A(A orney-i Fact) STAR OF Texas SS. COUNTY OF Harris ..� On December 01. 1996 , before me, Christina Garcia PERSONALLY APPEARED Joyce Johnson personally known to me (or proved to me on the basis of , satisfactory evidence) to be the person4 whose name* is/=a subscribed to the within instrument and acknowl- edged to me thativ/she/ts mr executed the same inAxis/ her/tim kxauthorized capacity(*m� and that by kinlher/ t ei>K signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed e in strument. nstrument. WITNESS my hand and official seal. 1 Signatu-n@ This area for Official Notarial Seal OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMEO BY SIGNER OESCRIPTION OF ATTACHED OOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER FRANCHISE BOND TITLE OR TYPE OF DOCUMENT Maas) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIANICONSERVATOR ❑ OTHER: December 01, 1996' DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSOWS)OR&4MVESI RELIANCE INSURANCE COMPANY SIGNER(S)OTHER THAN NAMED ABOVE io..;l Rev ,, 11 ALL-PURPOSE ACKNOWLEDGEMENT R;:LIAN(;E SURETY COMPANY • J • RELIANCE INSURANCE COMPANY UNr'ED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE,PHILADELPHIA.PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,that RELIANCE SURETY COMPANY is a corporation duly organized under the laws of the State of Del- aware,end that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY,are corporations duly organized under the laws of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized under the laws of the State of Wisconsin (heroin collectively called'the Companies') and that the Companies by virtue of signature and seals do hereby make, constitute and appoint Gary K.Cooper,Judy Etheredge,Lupo Tomayo.Beverly A.Ireland,Joyce A.Johnson,Gardner S.Thomton.,of Houston, Texas their true and lawful Attorneys)-In-Fact,to make,execute,seal and deliver for and on their behalf,and as their act and deed any and all bonds and undortakings of suretyship and to bind the Companies thereby as fully and to the same extent as If such bonds end undertakings and other writings obligatory In the nature thereof were signed by an Executive Officer of the Companies and sealed and attested by one other of such officers,end hereby ratifies and confirms all that their sold Attorneys)-in-Fact may do in pursuance hereof. This Power of Attorney Is granted under and by the authority of Article VII of the By-Laws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY which provisions are now In full force end off act,reading as follows: ARTICLE VII-EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors,the President,the Chairman of the Board, any Senior Vice President,any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to(a)appoint Attormey(s)-ins-Fact and to authorize them to execute on behalf of the Company, bonds and undertakings,recognizances, contracts of indemnity and other writings obligatory in the nature thereof,and(b)to remove any such Attornay(s)-in-Fact at any time and revoke the power and authority given to them. 2. Attornay(s)-In-Fact shall have power and authority,subject to the terms and limitations of the Power of Attorney issued to them, to execute deliver on behalf of the Company, bonds and undertakings, recognizance, contracts of indemnity and other writings obligatory in the nature thereof. The corporate seal Is not necessary for the validity of any bonds and undertakings, recognizenoes, contracts of indemnity and other writings obligatory in the nature thereof. 3. Attorney(s)-in-Fact shall have power and authority to execute affidavits required to be attached to bonds,recognizances,contracts of Indemnity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the By-Lows of the Company or any article or section thereof. This Power of Attorney Is signed and sealed by facsimile under and by authority of the following resolution adopted by the Executive and Finance Committees of the Boards of Directors of Reliance Insurance Company, United Pacific Insurance Company and Reliance National Indemnity Company by Unanimous Consent dated as of February 28, 1994 and by the Executive and Financial Committee of the Board of Directors of Reliance Surety Company by Unanimous Consent dated as of March 31,1994. 'Resolved that the signatures of such directors and officers and the seal of the Company may be affixed to any such Power of Attorney or any certificates relating thereto by facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such Power so executed and certified by fac- simile signatures and facsimile seal shall be valid and binding upon the Company,in the future with respect to any bond or undertaking to which it is attached.' IN WITNESS WHEREOF,the Companies have caused these presents to be signed and their corporate seals to be hereto affixed,this April 4, 1994. RELIANCE SURETY COMPANY RELIANCE INSURANCE COMPANY I UNITED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY 3 4✓off (Mee sru' STATE OF Pennsylvania ) COUNTY OF Philadelphia )se. On this,April 4, 1994,before me,Valencia Wortham, personally appeared Charles B.Schmalz, who acknowledged himself to be the Executive Vice President of the Reliance Surety Company,and the Vice President of Reliance Insurance Company,United Pacific Insurance Company,and Reliance Notional Indemnity Company and that as such, being authorized to do so, executed the foregoing Instrument for the purpose therein contained by signing the name of the corporation by himself as Its duly authorized officer. In witness whereof,1 hereunto set my hand and official seal. NOTARIAL SEAL OF i /Y)yu�l RAJ . VALENCIA WORTHAM.Notary Public - p•:• i City Of Phlladeldhia.Ph;la-Courts/ ��ova�� Notary Public in and for the State of Pennsvlvanid M Commission e.o•res Nov.18."S - � Residing at Philadelphia ' 1,AP..ite='Ppert.S=atary of AEUANCE SURE i f COMPANY,RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY,and RELIANCE NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which is still in full force and effect. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the$eals of said Companies this 1st day ol December 19 9. y� -, � � `� Jy.o•�:1 S�isl Secretary ya.eV,a ` r aFAL � �`.•.a S� 4w.M• RELIANCE SURETY COMPANY D PACIFIC INSURANCE COMPANY • Philadelphia,Pennsylvania Philadelphia,Pennsylvania Reliance RELIANCE INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY Philadelphia,Pennsylvania Philadelphia,Pennsylvania CONTINUATION CERTIFICATE In consideration of premium charged, Reliance Insurance COMPANY hereby continues in force Bond No. B265 69 64 dated December 1, 1996 intheamountof Twenty Five Thousand and No/100---------($25,000.00)------------------- Dollars on behalf of Torch Operating Company as Principal, in favor of City of Huntington Beach, State of California for the period beginning December 1, 1998 and ending - December 1, 1999 subject to all the terms and conditions of said bond; PROVIDED that the liability of Reliance Insurance COMPANY shall not exceed in the aggregate the amount above written, whether the loss shall have occurred during the term of said bond or during any continuation or continuations thereof, or partly during said term and partly during any continuation or continuations thereof. Signed and Sealed November 5, 1998 gprRO\rFn AS '>'0 FORM:. Ref ance Insurance A COMPANY C r By. , BYJo Bagnall �ttorneV BD-1414 4/94 ORIGINAL-OBLIGEE PINK-BRANCH CANARY-AGENT RELIANCE SURETY COMPANY RELIANCE INSURANCE COMPANY UNITED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE, PHILADELPHIA, PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY in a corporation duly organized under the laws of.the State of.Dsr-_ aware, and that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY, are corporations duly organized under-ther_lawa- of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized under the laws-of_ the State of Wisconsin (herein collectively called 'the Companies') and that the Compares by virtue of signature and,seals do hereby rmake,•: constitute and appoint William N. Burka, Jr., Dan W. Berton, Joy Hsjovsky, Wendy W. 8tuahay, Michael J. Norrod. .Lups-.-Tsmalio;_:Ipdy, Etheredge,Joan BagnaE,James W.Baughman,Karen Kellner., of Houston, Tuns their true and lawful Attorney(sHn-Fact,to make,executer;--seal and deliver for and on their behalf, and as their act and deed any and all bands and undertakings of eerstysl*and to bind the Companies thereby as fully and to the sae extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive m Officer of the Companies and sealed and attested by one other of such officers, and hereby ratifies and confirms ad that their said Attorneys)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by the authority of Article VII of the By-Laws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY which provisions are now in full force and effect, reading as follows: ARTICLE V11-EXECUTION OF BONDS AND UNDERTAKINGS 1. The Beard of Dk Oom the President,the CheYm•n of the Boyd;aw Serhiar Vice RwdwK.arty Via Rift or As•istont Via Pied" or other efllow d•iprt•d by to bwrd a1 Directors shoe have power and wnherity to(a)appoint AttwWbFir*FaCt end to ahwherlse thorn to execute an behalf so the C arthprhy,barhdo and hadrtakkp, .a I; eon6ees e14d_dnrrty and ether writkp oblio«ory in the nature tlrreef,end(b)to remove rhy such AtternevioH►Feet at wv time arc revoke the power 2. Atto"w0e)-k►Fact sfhes have power and sitl+aity,miser to tier tamer ard knitadars of the Power of Attemry krsred to there, to«nnsa dssvxe an behalf of tier Cariy�hp.herds and urdortakinps, rocoprizarmse,contracts of kderrwtity arc other writkhpe abicatery in the name th . The corporate and In not reoeasery for the vaidlry of wry bands arid rp urdertait , reaonhzanow,eentae:b«irdemNty arc otter writirp ablie«ary in thw nature thereof. wef - - S. AttemoybFk►Fact shoo hew power arid sMoriry to execute offldwvhb ro**W to be attached to bends,recoorhetarea, eermecte of irWernnity or other earhdYtland or obipatery hndortekines rd they OW else hew power arc stthwity to certify the.finarheial«atemerd of to Compares end to copies of ON fly-Laws of-the Cemparvr or a"article or action throof. This Power of Attorrey In spread and ended by foaknib undo arid by authority of the fallowing resekrtion adopted by the Executhve end Firm Cat wdttw of the Borde of Directors of Re9arha Irw wwe Company, Unitad Paeiae Inruronce Comparry end Reianoo Notiond Indo m ity Campony by Unaninam Corearht dated an of February 29, 19" arid by the Exeautiw rd Firmiciai Committee of the Beard of DWeatore of Rolierhoe Surety Comps"by Unawnm s Coo tow dated as of March 31,19e4. -ReeoNed that the eiennuso of such A ectore'rd offlors arid to seal of the Cornparry may be offhred to any much Power of Atterney or erry ortlaeater nl«kp_tlerete by _ facninwb.ard arty such Power of Attonry ar csitificate berkq=wdh fauknib eign«uren ar faoeimia and sues be void rid bha% up, the.Camperry and_ww Sikh Power-eo executed rid artined by facomWe eipnawas ad fac&TWe weal efhes. v be oid rid bkdkhp upon the Comperhy,in the funs with_ - respnet to-arty bard or uMwtekkh0 ta:whfdh-$b attached.' IN WITNESS WHEREOF, the Companies have caused these presents to be signed and their corporate seals to be hereto affixed, this March 10, 1998. = RELIANCE SURETY COMPANY • � Trig RELIANCE INSURANCE COMPANY 41 UNIT ED PACIFIC INSURANCE COMPANY u >HL �� M �E`� RELIANCE NATIONAL immmwiTY COMPANY i � v iv t•e•:/ Cot STATE OF Pennsylvania _ COUNTY OF Philadelphia as.- On this, March 10, 1996, before me, Valencia Wa rtham, personally appeared David T.Akers, who acknowledged himself to be the Senior Vice President of the Reliance Surety Company, and the.Vice President of Reliance_:Insurance Company, United Pacific Insurance Company,.and Reliance National Irldemrlity Company and that as such, being authorized to do soy:executed the-foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as its duly authorized. officer. In witness whereof, I hereunto set my hand,and official eaal . d CAI _ Notarial Seal a OF 2 Aw Valencia Wortharn Notarj:Public _ Philadelphia,Philadelphia County,_ Notary Public in and for the Stilts of Pennsylvarrs My Commission_Expires Nov_ l!l 2000 Residing at Plliladelphis.= _ I, Anita Dppert, Secretary of.RELIANCE_SURETY:COMPANY,-RELIANCE INSURANCE COMPANY, UNITED PACIFIC:INSURANCE COMPANY,Arid RELIANCE NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the Power of Attomsy executed by said Companies, which is still in full force and eKe.,ct. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 5t1b f November 1998, t oe�O11+, ` •.`�'O�4w ';o^i+e•.�e•�� Secretaryheal► ,+ oEt w�P ..earXN • s• • • • • RDG.E ::; T C3 11L Il E ::.:::::::.:::: . ....... ... V. 2/26/99 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services of Texas, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2000 Bering Drive,Suite 900 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Houston,Texas 77057 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 713/430-6000 COMPANIES AFFORDING COVERAGE COMPANY Steadfast Insurance Company A INSURED COMPANY Torch Operating Company B Zurich Insurance Company 1221 Lamar,Suite 1600 Houston,TX 77010-3099 COMPANY C COMPANY D ;:.:.::::.:.::::...:.:.........:... .......................... . -....:: '` Y is??`E:i:Ea.":'` :`r`r':`<'.:<:'E:`>`.<i:::::"'.... :...._".:::'.t:::>>;:'>'i`':: E%;:< - ..:,> E:::::?>?.;::.:;::.:::.>r7::r:;;.;:;>:5":;.:?: - - - -- - ::::'::: :.::>:::>:a ::;;:...;?::. Y ) .... :....:...:::. :.....:.............................,.......,.:;.:;.;�:;:.;:;:;:ED:T:,.::THE .,.::::...,..........,.........,.......:.......;;:::: .TH:.:.;;:,:.;:.;:.:I.;:,Y:.P:..::.:�.;;:.::.:........ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN SSU O INSURED NAMED ABOVE FORE 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. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE !POLICY EXPIRATION I LIMITS LTR DATE(MWDDNY) I DATE(MWDDNY) GENERAL LIABILITY j BODILY INJURY OCC j S Al xj COMPREHENSIVE FORM BOG2802910-02 06/01/98 06/01/99 I BODILY INJURY AGG I S x. PREMISES/OPERATIONS PROPERTY DAMAGE OCC IS I; UNDERGROUND I PROPERTY DAMAGE AGG S XI EXPLOSION&COLLAPSE HAZARD X PRODUCTS/COMPLETED OPER ; BI&PO COMBINED OCC S 1,000,000 Xi CONTRACTUAL I BI&PO COMBINED AGG S 2,000,000 XI INDEPENDENT CONTRACTORS PERSONAL INJURY AGG S 1,000,000 X BROAD FORM PROPERTY DAMAGE: I I F_X! PERSONAL INJURY AUTOMOBILE LIABILITY BODILY INJURY jl ANY AUTO (Per person) S j^ 1 ALL OWNED AUTOS(Private Pass) N/A ALL OWNED AUTOS I BODILY INJURY S I(Other than Private Passenger) 1\.i L(. Y JHIA: (Per accident) HIRED AUTOS PROPERTY DAMAGE S J NON-OWNED AUTOS L 1 )1+T GARAGE LIABILITY BODILY INJURY& .. PROPERTY DAMAGE S I COMBINED EXCESS LIABILITY N/A y EACH OCCURRENCE is I� UMBRELLA FORM ( AGGREGATE !S OTHER THAN UMBRELLA FORM I S I TH- ORY LIMITS I EE WORKERS COMPENSATION AND ' WC STATU- OER ! EMPLOYERS'LIABILITY BI EL EACH ACCIDENT Is 1,000,000 THE PROPRIETOR, PARTNERS/EXECUTIVE INCL WC2094410-02 06/01/98 1 06/01/99 EL DISEASE-POLICY LIMIT IS 1,000,000 OFFICERS ARE: F . EXCL EL DISEASE-EA EMPLOYEE'S 1,000,000 OTHER I I i I I I DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS Transfer of Union Oil Pipeline franchise to Torch Operating Company The City of Huntington Beach it's Agents,Officers and Employees shall be named as Additional Insured as respects General Liability,but only as required b, written contract I c : »...>.::.....<:...:>.:<:..I. 4 ...........ii.:..i :..:....'....;....>...[<' >' <'......>.<:>:> >;: .. .>.«. ».....:.:.:.._............ .:>.;.: .. ..... : SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Huntington Beach,its Agents,Officers and Employees EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL QQQ", MAIL !V Attn: Amie Ross � DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 2000 Main Street Huntington Beach,CA 92648 AUTHORIZ REPRES NjATIVE .... »:::: <: V�TY OF HUNTINGTON BEACP Let A4 MEETING DATE: April 7, 1997 DEPARTMENT ID fo R: AS 97-009 APR 3 3 01 °97 Council/Agency Meeting Held: Q7 /9- Deferred/Continued to: U Ap roved 0 Conditionally Approved ❑ Denied 'Cio Clerk's Signat e 333 G w- a,3v-ti Council Meeting Date: April 7, 1997 Department ID Number: AS 97-009 CITY OF HUNTINGTON BEACH #335c REQUEST FOR COUNCIL ACTION / SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administra or / PREPARED BY: ROBERT J. FRANZ, Deputy City Administrator SUBJECT: FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY, PURSUANT TO THE CITY'S PIPELINE FRANCHISE ORDINANCE. Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: A request has been made that the City consent to the assignment of the existing Union Oil Franchise to Torch Operating Company for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. We feel that City consent to the assignment of the Franchise through the duration of the existing Agreement, as modified herein, would be consistent with the public interest, convenience and necessity. Funding Source: There is no cost to the City involved in the recommended action. Recommended Action: 1. Approve for First Reading Ordinance 3354 granting to Torch Operating Company a Franchise to construct, operate and maintain a pipeline system for the transportation of oil. 2. Approve the Franchise Agreement between the City of Huntington Beach and Torch Operating Company as well as the Letter of Clarification from Torch. 3. Accept a 10 day notice of cancellation rather than the usual 30 days notice of cancellation in the event of non-payment .of premium and direct that the City Attorney amend the contract/Agreement to reflect this change. Alternative Action(s): Deny the recommended action. TORCHOPMOC -2- 04/03/9710:3 M ` RIOUEST FOR COUNCIL ACTIR MEETING DATE: April 7, 1997 DEPARTMENT ID NUMBER: AS 97-009 Analysis: The City's existing Pipeline Franchise with Unocal will expire in 16 years. The proposed Agreement with Torch Operating Company would provide for several important inclusions not present in the existing Franchise with Unocal. These include a clarification of the Base Annual Fee to the City, an increased Performance Bond Requirement, and a definitive limit in potential liability to the City in the event of alleged overpayment in the unforeseen future. The estimated annual payment to the city under this Franchise is $13,000. The request for City consent to the assignment allows us this one-time window of opportunity to improve existing language. Environmental Status: not applicable Attachment(s): City Clerk's Page Number 1. Summary of Proposed Improvements/Clarifications 2. Ordinance 3. Franchise Agreement 4. Letter of Clarification 5. Franchise Bond 6. Certificates of Insurance. 7. Exhibit A (Pipeline Franchise Ordinance) TORCHORDOC -3- 04/03/97 10:36 AM w FRANCHISE AGREEMENT REQUEST FOR CONSENT TO ASSIGNMENT PROPOSED IMPROVEMENTS/CLARIFICATIONS Old Proposed Franchise Franchise Base Annual Fee $ 0.12 per lineal foot $ 0.45 per lineal foot plus increase based on plus annual adjustments 1967 Price Index Estimated Annual Fee $ 3,500 $ 13,000 Performance Bond $ 10,000 $25,000 Limit on Refunds Three Year Statute Claim for Overpayment Due to Overpayment of Limitations must be filed within 6 _. months of overpayment * The increases based on the 1967 Price Index result in a current base fee of$ 0.45 per lineal 'f6ot. The proposed'Franchise eliminates.the need for reference to the 1967 Price Index. CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CITY CLERK LETTER OF TRANSMITTAL REGARDING ITEM APPROVED BY THE CITY COUNCIL/REDEVELOPMENT AGENCY APPROVED ITEM DATE: `4-a3 -q 7 TO: To?c,� (902 ,$44,,n, _. ATTENTION: 5.P ,41vli/ C-eAbbmk— VX Name r d' hre 8-vlvid S/ED�re— SE G r �/,2 S �ti o!l 1J R, dZ =lclt2 DEPARTMENT: r Street 64n461,64 (14- REGARDING: f- City,State,Zip See Attached Action Agenda Item e; a b Date of Approval Enclosed.For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records. Connie Brockway City Clerk y?97 Attachments: Action Agenda Page 20� Agreement ✓ Bonds 'VX Insurance RCA Deed Other / Remarks: t 4' CC: ,JER I— F;Aw2,, /-VW,a,sfrit.�.wi ✓ ✓ �� Name Department RCA - Agreement Insurance Other /'eg5wm 5-AA I" 7---eA5,,ycx Name Department RCA :Agreement Insurance Other Name Department RCA :Agreement Insurance Other Risk Management Department Insurance Copy G:Pollo%%up%asrmts/transltr (Telephone: 714-536-5227) (17) 04/21/97 - Council/Agency Age hda,.=_iPag'e-17.� i G 1C (City Council) Ordinance No.r3354: Grants Pipeline Franchise For Transportation Of Oil - Consent City Assignment From Union Oil To Torch Operation Company , (600.45) -Adopt Ordinance No. 3354 - "An Ordinance Of The City Of Huntington Beach Granting To Torch Operating Company A Franchise To Construct, Operate And 1 Maintain A Pipeline System For The Transportation Of Oil" [Adopted - 7-0] G-2. Ordinance For Introduction G-2A. (City Council) Deferred From April 7, 1997 - Introduction Of Ordinance No 3353 - ' Specific Events Process -Amendment To Budget (640.10) Communication from the Community Services Director submitting a process for the city' to receive specific event revenue in order to provide accountability and to reimburse city departments for their costs to provide service for the specific event. Recommended Motion: 1. Approve the procedures presented herein for the specific events committee approval process and the tracking and department reimbursement from revenues received for specific events; [Approved 7-0] and 2. Approve an amendment to the current year budget by appropriating $191,599 into Non-Departmental Specific Events, and adjusting the estimated revenue for 1996/97 by the same amount; [Approved 7-01 and 3. Approve introduction of Ordinance No. 3353 - after reading by title by the City Clerk. - "An Ordinance Of The City Of Huntington Beach Amending Chapter 5.68 Of The Huntington Beach Municipal Code Pertaining To Specific Events Permit Applications; Permit Granting Conditions And Permit Denial Conditions." [Approved Introduction -- 7-0] H. (City Council/Redevelopment Agency) Council/Agency Agenda Items H-1. Submitted By Council/Agency Member Dave Garofalo H-2. Submitted By Council/Agency Member Pam Julien H-3. Submitted By Council/Agency Member Tom Harman (17) (20) ` 04/07/97 - Cou*Agency Agenda - Page 20 G-2B. (City Council) Introduction Of Ordinance No 3354 - Grants Pipeline Franchise For Transportation Of Oil - Consent City Assignment From Union Oil To Torch Operation Company - Franchise Agreement - Letter Of Clarification With Torch Operating Company (600.45) Communication from the Deputy City Administrator, Administrative Services informing the City Council that a request has been made that the city consent to the assignment of the existing Union Oil Franchise to Torch Operating Company for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances. Recommended Motion: 1. Approve introduction of Ordinance No. 3354 after a reading by title by the City Clerk - "An Ordinance Of The City Of Huntington Beach Granting To Torch Operating Company A Franchise To Construct, Operate And Maintain A Pipeline System For The Transportation Of Oil." and 2. Approve and authorize execution by the Mayor and City Clerk the Franchise Agreement Between The City Of Huntington Beach And Torch Operating Company Pursuant To City's Pipeline Franchise Ordinance. and 3. Approve and authorize execution by the Mayor and City Clerk of Letter of Clarification From Torch Operating Company dated December 30, 1996. "The Franchise Agreement Between The City Of Huntington Beach And Torch Operating Company Pursuant To The City's Pipeline Franchise Ordinance." and 4. Accept a 10 day notice of cancellation of insurance rather than the usual 30 days notice of cancellation in the event of non-payment of premium and direct that the City Attorney amend the contract/Agreement to reflect this change [Approved (1) Introduction of Ord No. 3354 and (2) (3) (4) -- 6-0] (20) • • � oRD. 33 Sy FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY PURSUANT TO CITY'S PIPELINE FRANCHISE ORDINANCE THIS FRANCHISE AGREEMENT is made and entered into this 7�h day of aZ23 Z , 199 7 , by and between the City of Huntington Beach, a municipal corporation of the State of California(hereinafter referred to as"CITY"), and TORCH OPERATING COMPANY, a California corporation,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 WHEREAS,by Ordinance No. 3014, the City Council of the City of Huntington Beach granted to Union Oil a franchise for the construction, operation and maintenance of a pipeline system for the transportation of oil, gas and other hydrocarbon substances; and Said franchise is due to expire on February 20, 2013; and Union Oil has requested that the CITY consent to the assignment of the franchise to TORCH OPERATING COMPANY; and The City Council of the City of Huntington Beach has determined that a consent to the assignment of said franchise by the granting of this Franchise Agreement would be consistent with the public interest, convenience and necessity; NOW, THEREFORE,the CITY and TORCH OPERATING COMPANY agree as follows: 1 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 1. Grant. The CITY hereby grants to TORCH OPERATING COMPANY (hereinafter referred to as "TORCH"), for a term commencing on the date this Agreement is approved by the City Council and continuing through February 20, 2013, subject,however,to all limitations, restrictions and conditions set forth herein and/or incorporated herein by specific reference, and subject to all terms and conditions contained within Ordinance No. 3014, except for those in conflict with this Agreement or expressly noted herein,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, gas, gasoline,petroleum, wet gas and 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 TORCH's business, in, under and along certain streets, roads, highways, alleys, lanes and other public ways within the City of Huntington Beach as herein designated or as may subsequently be authorized pursuant to Section 3.44.330 of the Huntington Beach Municipal Code. 2. .Application of Grant. This Franchise Agreement shall apply to that portion of the pipeline system within the territorial limits of the City of Huntington Beach in existence on the date this Agreement is approved by the City Council and constructed and operated pursuant to the pipeline franchise originally granted by the City Council of the City of Huntington Beach by Ordinance No. 1033, along the following routes: 2 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 Algonquin Street, from its northerly terminus at Heil Avenue, southerly to its southerly terminus at the northwesterly line of Warner Avenue; and Warner Avenue, from said southerly terminus of Algonquin Street, southerly, southwesterly and westerly to the westerly City boundary line crossing Warner Avenue; and the Sunset Height Gathering Line described as follows: Beginning at, and including, Check Valve No. 3418, approximately 120 feet east of the intersection of Heil Avenue and Algonquin Street; then easterly approximately 2.5 miles of 6-inch gathering pipeline to,but not including, a connection with APL's 8-inch Line No. 8 at Valve No. 1936, located at the intersection of Golden West Avenue and Heil Avenue, in the City of Huntington Beach, County of Orange, State of California. Also, a 4-inch lateral, beginning approximately 307 feet from the intersection of Algonquin Street and Heil Avenue; then south to, and including, Valve No. 3089. 3. Incorporation of Pipeline Franchise Ordinance and Definitions. This Franchise Agreement is granted upon and subject to the rules, regulations, restrictions,terms and conditions of the CITY's "Pipeline Franchise Ordinance"as set forth in Chapter 3.44 of the Huntington Beach Municipal Code, a copy of which is attached hereto as Exhibit"A,"and incorporated herein by this reference. All references in this Franchise Agreement to specific sections of the Huntington Beach Municipal Code are references to those sections as they now exist and are reflected in said Exhibit"A." The words and phrases in this Franchise Agreement shall have the identical meaning as provided in Section 3.44.040 of the Huntington Beach Municipal Code. 4. Compensation to CitX. TORCH shall pay the following fees to the CITY with respect to the rights and privileges granted to TORCH hereunder: 3 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 4.1 Base granting fee. TORCH shall pay the CITY the sum of five thousand dollars ($5,000.00) as a one-time base granting fee within thirty (30) days following the, execution of this agreement. 4.2 Base annual fee and adjustments. A base annual fee shall be paid within sixty (60) days after the end of each calendar year during the term of this Franchise Agreement, including all of 1996, in the amount of forty-five cents ($0.45)per lineal foot of pipe for all pipelines with an internal diameter of eight(8) inches or less and an additional two cents ($0.02)per inch of internal diameter per foot of pipe for each inch or portion thereof in excess of eight(8) inches. 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 this Franchise Agreement during the calendar year for which payment is due will be utilized. If the base annual fee is not paid within seventy-five (75) days following the end of any calendar year during the term hereof, a penalty shall be assessed at the rate of ten percent(10%)per month or fraction thereof beyond the payment date; provided, however, that in no event shall said penalty exceed the rate of fifty percent(50%). Said base annual fee shall be subject to annual adjustment pursuant to Section 3.44.290 of the Huntington Beach Municipal Code,but in no event shall said base annual fee be less than forty-five cents ($0.45)per lineal foot of pipe. Furthermore, said base annual fee shall be subject to proration pursuant to Section 3.44.300 of the Huntington Beach Municipal Code. 4.3 Base construction charges. TORCH shall pay at the time of installation, relocation or replacement of any pipeline or other facility covered by this Franchise Agreement, a base construction charge of one thousand five hundred dollars ($1,500.00) for each one-half mile 4 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 of pipeline or fractional part thereof installed, replaced or relocated on major streets and one thousand dollars ($1,000.00)per one-half mile or fractional part thereof on minor streets. 4.4 Credits/Refunds. No credit or refund shall be allowed or paid by CITY under the provisions of this section unless such claim is filed in writing with the CITY's Tax Administrator not later than six months following dates of overpayment. The burden to show any such credit or refund shall be upon TORCH, which must submit written records showing entitlement thereto. 4.5 Faithful Bond Performance. TORCH shall provide CITY with a faithful performance bond in the amount of Twenty-five Thousand Dollars ($25,000.00). In lieu of such surety bond, TORCH may deposit with CITY an equivalent amount in cash or negotiable securities to assure its faithful performance of all the terms, covenants and conditions of the Franchise. Any such surety bond submitted to CITY pursuant to this paragraph shall be procured from a surety company authorized to transact a surety business in the State of California and shall be-.approved in the manner prescribed by the Charter of CITY. Said bond shall provide for payment to CITY on demand without action or recotuse by TORCH. The surety company issuing said bond may terminate said bond on any anniversary date thereof by giving CITY written notice of its intention to do so at least 30 days prior to the next anniversary date of said bond. Said bond shall thereupon terminate on such anniversary date. TORCH, in the event any surety bond is terminated shall,within 30 days prior to the effective date of such termination, either procure another surety bond acceptable to CITY or deposit with CITY cash or negotiable securities in the amount and in accordance with the conditions set forth herein. 5 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 5. Force Maieure. 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 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. 6. Surrender. TORCH shall have the right to surrender its rights under this Agreement and be relieved of the obligation to pay the base annual fee herein provided for at any time after the Effective Date hereof by filing written notice of its intention to surrender said right with the City Clerk of the CITY;provided, however that TORCH shall comply with the provisions of the existing"Pipeline Franchise Ordinance"relating to removal or abandonment of facilities. Balance of page intentionally left blank. 6 4/s:PCD:Agree:Torchopr RLS 96-775 12/10/96 7. EntireAgreement: This Franchise Agreement contains the entire agreement of the parties and supersedes any prior understandings or agreements between TORCH and the CITY with respect to the matters addressed in this Franchise Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement on the date approved by the City Council. TORCH OPERATING COMPANY* CITY OF HUNTINGTON BEACH, a Texas corporation A municipal corporation of the State of California B - .%�,, ,� �A � k a �1 Sue Ann Craddock Mayor Vice Pr i By: ATTEST: Roland E. Sledge By. (Print Name) City Clerk y-as-g Its: Secretary APPROVED AS TO FORM: REVIEWED AND APPROVED: INITIATED AND APPROVED: City Administrato eputy City Administrator/ Administrative Services. *Conditionally accepted depending upon the City's acceptance of Torch's Letter of Clarification,Dated December 30, 1996. Franchise Pipeline Ordinance ..... . ....... ... ... .... ...... ....... . .. ..... ........... . ........... . .... ... ....... ......... ...... ..... ...... . . . ... . .. ... .EXH... ... ... IBIT A............ ORDINANCE NO. 3 3 5 4 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH GRANTING TO TORCH OPERATING COMPANY A FRANCHISE TO CONSTRUCT, OPERATE AND MAINTAIN A PIPELINE SYSTEM FOR THE TRANSPORTATION OF OIL The City Council of the City of Huntington Beach does 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 Torch Operating Company Pursuant to City's Pipeline Franchise Ordinance,"a copy of which is attached hereto as Exhibit"A" and incorporated by 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 or the City and circulated in the City, which is selected by the City Council for that purpose. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21 s t day of April , 1997 Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney 6'y� VIEWED AND APPROVED: INI17I ND; ROVED: City Admimstrator �__Deputy City Administrator/ Administrative Services 4/s:PCD:Ord inance:Torch 12/5/96 RLS 96-775 ' � • G 7�)• ���it Huntington Beach Municipal Code 3.44— Index Chapter 3.44 PIPELINE FRANCHISES (2319-10178,2676-2/84) Sections: I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short title 3.44.020 General provisions 3.44.030 Pole lines 3.44.040 Definitions 3.44.050 Term 3.44.060 Franchise agreement 3.44.070 Nonexclusive franchise 3.44.080 Maps 3.44.090 Insurance 3.44.100 Liability insurance 3.44.110 Workers' compensation insurance 3.44.120 Workers' compensation insurance--Filing 3.44.130 Faithful performance bond 3.44.140 Alternative security 3.44.150 Length 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 3.44.240 Defective facilities 3.44.250 Hazardous substances II. COMPENSATION 3.44.260 Basic granting fee 3.44.270 Base annual fee 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 3.44.350 Work on and restoration of streets 3.44.360 Failure to comply timely 3.44.370 Completion statement 3.44.380 Appurtenances 3.44.390 Ordinary repair 3.44.400 Breaks or leaks 3.44.410 Emergency equipment 2/84 Huntington Beach Municipal Code 3.44.040(g)--3.44.090 (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 year, and each calendar year thereafter, during the life of the franchise. (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 year, and each calendar year thereafter, during the life of the franchise. (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. 0) "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. (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) 3.44.050 Term. Unless the franchise agreement granting the franchise provides otherwise,the term of the franchise shall be twenty-five (25)years. (2319-10178) 3.44.060 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. (2319-10/78) 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) 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) 3.44.090 Insurance. On or before commencement of any franchise operations, franchisee shall obtain or provide satisfactory evidence of having policies of liability and workers' compensation insurance from companies authorized to transact business in the state of California by the Insurance Commissioner of California. (2319-10/78) 2/84 Huntington Beach Municipal Code 3.44.120--3.44.190 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 Clerk a corporate surety bond approved by the City Attorney running to the city in the penal sum of ten thousand dollars ($10,000) 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. 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. (2319-10178) 3.44.140 Alternative security. In lieu of the bond required pursuant to section 3.44.100,the franchisee may deposit with the Director and assign to the city savings and loan certificates or shares, or both, in the same amount as required on such bond. (2319-10/78) 3.44.150 Length. Whenever the length of any wire,pipe or conduit is a factor in calculating any payment due under any franchise granted by the city, all service connections shall be excluded in determining such lengths. (2319-10/78) 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. (2319-10178) 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. (2319-10l78) 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) 2/84 Huntington Beach Municipal Code 3.44.250(d)-3.44.250(e) (d) Extent of available public fire protection facilities. (e) Number and location of shutoff valves in line. (2319-10/78) II. COMPENSATION 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. (2319-1078, 2676-2/84) 3.44.270 Base annual fee. A base annual fee shall be paid by franchisee at times specified and in the amount established, and amended from time to time, by resolution of the City Council. (2319-10/78,2676-2/84) 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. (2319-1078,2676-2/84) 3.44.290 Adjustments--Base annual fee. The amount of each annual payment of the base annual fee shall be revised every year from the effective date of the franchise agreement at the time of payment, in accordance with the following formula: (a) The "Wholesale 'Producer' Price" index (1967=100) "All Commodities," established by the United States Bureau of Labor Statistics, Department of Labor, as it stands on the date the franchise is granted, shall be taken as the "base index" upon which the above franchise fee is computed. (b) If said index for the calendar month ending two (2)months prior to the month in which payment to the city is due shall stand at other than said "base index," then the rate of payment to the city shall vary from said "base annual fee" in direct proportion as said index has increased from the "base index," as hereinabove defined; provided, however, that in no event shall the amount of the annual payment be less than the "base annual fee" as set forth herein. (c) If said bureau shall revise the said index,the parties hereto shall accept the method of revision or conversion recommended by said bureau. (d) If said bureau shall discontinue the preparation of the said index using prices prevailing in the year 1967, as a base of 100 and if no transposition table prepared by said bureau is available, applicable to said year of 1967,then the amount of each annual payment shall be computed by reference to such other price index as may be chosen by city and the city shall be the sole judge of comparability of successive indices. (2319-10/78) .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 section 3.44.390 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. (2319-1078) 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. 2184 Huntington Beach Municipal Code 3.44.360-3.44.420(a) more than two hundred dollars ($200) per day as liquidated damages for each day construction extends beyond the time specified in the permit. 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) 3.44.370 Completion statement. Upon the completion of the construction of any pipelines or appurtenances 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, the construction of which was authorized under such permit or permits, and the total length of pipeline or appurtenances actually laid. (2319-1 on8) 3.44.380 Appurtenances. The franchisee shall have the right to construct, maintain and repair such traps, manholes, conduits,valves, appliances, attachments and appurtenances (hereinafter collectively referred to as "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise, and said appurtenances shall be kept flush with the surface of the street and so located as to conform to 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 appurtenances; provided, however,that the franchisee shall first obtain an excavation permit from the department for doing any such work. (2319-10/78) 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; provided, however, that the franchisee shall first obtain an excavation permit from the department for the doing of any such work. (2319-10n8) 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) 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 city 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. The 2/84 Huntington Beach Municipal Code 3.44.470--3.44.500 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. (2319-10f78) 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. (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. (2319-10n8) 3.44.490 Payments due. Except for pipelines lawfully maintained other than by the authority granted by the franchise, the 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 annually. (2319-10/78) 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. (2319-10178) 2/84 Huntington Beach Municipal Code 3.44—Index • Chapter 3.44 PIPELINE FRANCHISES (2319-10/78,2676-2/84) ee 'ons• I. GENERAL PROVISIONS AND DEFINITIONS 3.44.010 Short title 3.44.020 General provisions 3.44.030 Pole lines 3.44.040 Definitions 3.44.050 Term 3.44.060 Franchise agreement 3.44.070 Nonexclusive franchise 3.44.080 Maps 3.44.090 Insurance 3.44.100 Liability insurance 3.44.110 Workers' compensation insurance 3.44.120 Workers' compensation insurance--Filing 3.44.130 Faithful performance bond 3.44.140 Alternative security 3.44.150 Length 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 3.44.240 Defective facilities 3.44.250 Hazardous substances H. COMPENSATION 3.44.260 Basic granting fee 3.44.270 Base annual fee 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 3.44.350 Work on and restoration of streets 3.44.360 Failure to comply timely 3.44.370 Completion statement • 3.44.380 Appurtenances 3.44.390 Ordinary repair 3.44.400 Breaks or leaks 3.44.410 Emergency equipment 2/84 3.44—Index--3.44.040(f) Huntington Beach Municipal Code 3.44.420 Removal or abandonment of facilities • 3.44.430 Failure to comply 3.44.440 Abandonment "in place" conditions IV. SPECIAL PROVISIONS FOR OIL 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,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) 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) 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. (b) "Code" shall mean the Huntington Beach Municipal Code. (c) "Department" shall mean the Public Works Department of the city of Huntington Beach. (d) "Director" shall mean the Public Works Director of the city of Huntington Beach. (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 of the franchisee, including but not limited to, pipelines,pump stations, and service connection with the franchisee's facilities, whether installed by the franchisee or not, 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. 2/84 Huntington Beach Municipal Code 3.44.040(g)--3.44.090 • (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 year, and each calendar year thereafter, during the life of the franchise. (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 year, and each calendar year thereafter, during the life of the franchise. (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. (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. (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. (2319-10n8) 3.44.050 Tom. Unless the franchise agreement granting the franchise provides otherwise,the " term of the franchise shall be twenty-five (25)years. (2319-10/78) 3.44.060 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. (2319-10/78) 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) 3.44.080 Mips. 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) .44.0 0 Insurance On or before commencement of any franchise operations, franchisee shall obtain or provide satisfactory evidence of having policies of liability and workers' compensation • insurance from companies authorized to transact business in the state of California by the Insurance Commissioner of California. (2319-10/78) 2/84 3.44.100-3.44.120(h) Huntington Beach Municipal Code 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: (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 one million dollars ($1,000,000). (c) Be noncancellable without thirty (30) days written notice thereof directed to Council. (2319-10/78) 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. (b) Cover all employees of franchisee who in the course and scope of their employment are to conduct or do work pursuant to the franchise operations. (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 the vocational • rehabilitation and death benefits. (d) Be noncancellable without thirty (30) days written notice thereof directed to Council. (2319-10/78) 3.44.120 Workers' compensation 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: (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) The insured shall 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. 2/84 Huntington Beach Municipal Code 3.44.120--3.44.190 • 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 Clerk a corporate surety bond approved by the City Attorney running to the city in the penal sum of ten thousand dollars ($10,000)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. 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) 3.44.140 Alternative security. In lieu of the bond required pursuant to section 3.44.100,the franchisee may deposit with the Director and assign to the city savings and loan certificates or shares, or both, in the same amount as required on such bond. (2319-10178) 3.44.150 Leng1h. Whenever the length of any wire,pipe or conduit is a factor in calculating any payment due under any franchise granted by the city, all service connections shall be excluded in determining such lengths. (2319-10/78) 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 hi hwa s. 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) 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) 2/84 3.44.200-3.44.250(c) Huntington Beach Municipal Code 3.44.200 Publication costs. The grantee shall pay to the city within thirty(30) days after • receiving a statement therefor, all advertising and publishing costs, including the cost of publishing the granting of the franchise, if necessary. (2319-10178) 3.44.210 Assignment. The grantee shall not sell,transfer, assign or lease the franchise or any part thereof, except with the written approval of the Council. 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. (2319-10/78) 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 arising from the use, operation or maintenance of the facilities erected, constructed, laid, operated or maintained thereunder. (2319-10178) 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) 3.44.240 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) 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, which are heavier than air,written approval shall be obtained from the Director. Said approval should 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: (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. 2/84 Huntington Beach Municipal Code 3.44.250(d)-3.44.250(e) .(d) Extent of available public fire protection facilities. • e Number and location of shutoff valves - ( ) o s u 1 es in line. (2319 1 ons) II. COMPENSATION 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 at times specified and in the amount established, and amended from time to time,by resolution of the City Council. (2319-10/78,2676-2/84) 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. (2319-1 on8,2676-2/84) 3.44.290 Adjustments--Base annual fee. The amount of each annual payment of the base annual fee shall be revised every year from the effective date of the franchise agreement at the time of payment, in accordance with the following formula: (a) The "Wholesale 'Producer' Price" index(1967=100) "All Commodities," established by the United States Bureau of Labor Statistics, Department of Labor, as it stands on the date the • franchise is granted, shall be taken as the "base index" upon which the above franchise fee is computed. (b) If said index for the calendar month ending two(2)months prior to the month in which payment to the city is due shall stand at other than said "base index," then the rate of payment to the city shall vary from said "base annual fee" in direct proportion as said index has increased from the "base index," as hereinabove defined; provided,however,that in no event shall the amount of the annual payment be less than the "base annual fee" as set forth herein. (c) If said bureau shall revise the said index,the parties hereto shall accept the method of revision or conversion recommended by said bureau. (d) If said bureau shall discontinue the preparation of the said index using prices prevailing in the year 1967, as a base of 100 and if no transposition table prepared by said bureau is available, applicable to said year of 1967, then the amount of each annual payment shall be computed by reference to such other price index as may be chosen by city and the city shall be the sole judge of comparability of successive indices. (2319-1on8) 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 section 3.44.390 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-ion8) • 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. 2/84 3.44.310-3.44.360 Huntington Beach Municipal Code 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) III. CONSTRUCTION 3.44. 20 Construction requirements. Pipelines and appurtenances shall be constructed and maintained in a good workmanlike manner in conformity with the terms and conditions of any city ordinance, rule or regulation now, or as hereafter amended, adopted or prescribed by the city. All pipes laid under the franchise shall be of first class material. (2319-10/78) 3.44. 30 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 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) 3.44. 40 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. 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 used, and such other facts as the department may require. The franchisee shall pay any and all permit inspection fees to the department. (2319-10/78) 3.44. 50 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. In the event that the franchisee shall fail or neglect to make such highway repair, replacement or restoration work,ten(10) days after notice therefor 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) • 3.44. 60 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 2/84 Huntington Beach Municipal Code 3.44.360-3.44.420(a) • more than two hundred dollars ($200)per day as liquidated damages for each day construction extends beyond the time specified in the permit. 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. (2319-10178) 3.44.370 Completion statement. Upon the completion of the construction of any pipelines or appurtenances 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,the construction of which was authorized under such permit or permits, and the total length of pipeline or appurtenances actually laid. (2319-10/78) 3.44.380 Appurtenances. The franchisee shall have the right to construct,maintain and repair such traps, manholes, conduits, valves,appliances, attachments and appurtenances (hereinafter collectively referred to as "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise, and said appurtenances shall be kept flush with the surface of the street and so located as to conform to 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 appurtenances; provided, however,that the franchisee shall first obtain an excavation permit • from the department for doing any such work. (2319-10/78) 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; provided, however, that the franchisee shall first obtain an excavation permit from the department for the doing of any such work. (2319-10/78) 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) 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 city 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. The 2/84 3.44.420(a)-3.44.460 Huntington Beach Municipal Code 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. He shall then notify the franchisee of his determination. (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. Such permit is to contain the conditions of abandonment or removal as may be prescribed by the Director. The franchisee shall, within ninety (90) days after obtaining such permit commence and 7 diligently prosecute to completion,the work authorized by the permit. (2319-10/78) 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. (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) IV. SPECIAL PROVISIONS FOR OIL PIPELINES 3.44.450 Rights granted. The franchisee granted an oil 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. Such additional terms and conditions shall be expressed by resolution. (2319-10/78) 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) 2/84 Huntington Beach Municipal Code 3.44.470-3.44.500 • 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. (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) 3.44.490 Payments due. Except for pipelines lawfully maintained other than by the authority granted by the franchise, the 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 annually. (2319-10/78) 3. 4.500 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. (2319-10/78) • 2/84 i Torch Operating Company 2125 Knoll Drive, 2nd Floor Ventura CA 93003 805-654-0345 Fax:805-658-1436 December 30, 1996 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Letter of Clarification Regarding "THE FRANCHISE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND TORCH OPERATING COMPANY PURSUANT TO THE CITY'S PIPELINE FRANCHISE ORDINANCE" The Honorable Mayor and City Council of Huntington Beach: The purpose of this Letter of Clarification regarding the proposed franchise between Torch Operating Company(Torch) and the City of Huntington Beach(City) is to remove any possible misunderstanding between Torch and the City over the fees imposed by the City for the franchise that is proposed to be granted to Torch. Paragraph 4.2 of the proposed franchise, entitled`Base Annual Fee and Adjustments" states that the base annual fee for the franchise granted to Torch is the"amount of$0.45 per lineal foot of pipe for all pipeline with an internal diameter of eight(8) inches or less..." Torch wishes to clarify that the amount of$0.45 is based upon the calculation that is found in the City's Ordinances, Chapter 3.44,Pipeline Franchises, in Paragraph 3.44.290 thereof which states that the Base Annual Fee shall be based upon and increased by the"Wholesale `Producer' Price" Index with (1967=100)"All Commodities" as established by the United States Bureau of Labor Statistics, Department of Labor. The Base Annual Fee contained in the Franchise to be granted by the City to Torch of$0.45 is the same fee as granted by the City to Union Oil Company of California in Ordinance 3014 of$0.12 cents per lineal foot as increased for the Torch franchise by the said 1967 "Wholesale Producer Price Index with 1967=100 calculation. We ask that the City please concur with this understanding so as to remove any possible doubt that the`Base Annual Fee" of the Torch Franchise has not already been increased by the said Wholesale Producer Price Index for the first year of the franchise and subject to further annual adjustments as called for in the City's ordinance 3.44.290 a City of Huntington Beach Page 2 December 30, 1996 Should the City of Huntington Beach concur with our interpretation, we ask the City to execute this Letter of Clarification and return on copy of said letter to the undersigned so that the Condition to the acceptance of the City's Franchise by Torch can be removed. Sincerely, TORCH OPERATING COMPANY BY: IlLk SUE ANN CRA DOCK I e iden BY: o an a ge Secretary THE ABOVE IS AGREED TO AND ACCEPTED BY THE CITY OF HUNTINGTON BEACH, AND EXECUTED THIS ;�3ft - DAY OF APRIL 1997. CITY OF HUNTINGTON BEACH BY: 4444 MAYOR ATTEST: G CITY CLERK ?N3-q17 APPROVED AS TO FORM: 7WC4 FH��SP G�ayS Cry C/�k /n� -e L 0 - FRANCHISE BOND w a: 90 rdEY •_B26�9rA , s ATT PREMIUM $ 100.00 torne9 KNOW ALL MEN � SENTS, that we, TORCH OPERATING COMPANY a corporation, as Principal, and RELIANCE INSURANCE COMPANY , a corporation organized and doing business under and by virtue of the laws of the State of and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds, or undertakings required or authorized by the laws of the State of California, as Surety, are held and firmly bound unto the City of Huntington Beach, State of California, in the sum of Twenty-five Thousand and No/100 Dollars ($25,000.00) for the payment of which, well and truly to be .made, we hereby . bind ourselves, our respective successors and assigns, jointly and severally, firmly by ,thesa presents. f WHEREAS, TORCH OPERATING COMPANY has been granted a Franchise by the City of Huntington Beach, pursuant to the CITY'S "Pipeline Franchise Ordinance" as as cat forth in Chapter 3.44 of the Huntington Beach Municipal Code (Sections 3.44.010, at seq.), said Franchise effective and WHEREAS, City's "Pipeline Franchise Ordinance", section 3.44.130 requires posting of Faithful Performance Bond in the sum of Twenty-five Thousand and No/100 Dollars ($25,000.00) , NOW T8$RF.FORE, the condition of this obligation is such that if said TORCH OPERATING COMPANY shall wall and truly observe, fulfill and perform each and every term, provision and condition of said franchise, than this obligation shall be void; otherwise to be and remain in full force and effect; and IT IS STIPULATED that in case of breach of any one or more of the provisions of said franchise or this bond, the whole amount of the sum herein named shall- be taken and deemed to be liquidated damages and shall be recoverable jointly and severally from the said Principal and said Surety. This bond shall be for a term commenting December 1, 1996 and continuing through December 1, 1997 It is a condition of this obligation that the bond may be terminated or cancelled by the Surety by Thirty (30) days prior notice in writing from the Surety to Principal and to the City of Huntington Beach, such notice . to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation IN WITNESS WH$REOF, the said Principal and Surety have hereunto set their hands and seals chi# 1st day of December, 1996. Toi. erati Co a ce- In nce Company ly I)B y �! ►�' SUE ANN CRADDOCK ;--.. — Jo.c A. Joh on B--Y--WeeRt r J (A orney-i Fact) City STATE OF Texas SS. COUNTY OF Harris On December 01. 1996 , before me, Christina Garcia PERSONALLY APPEARED Joyce Johnson personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(*whose name* is/past subscribed to the within instrument and acknowl- edged to me thatim/she/dum executed the same inks/ her/ti=kx authorized capacity(iagX and that by kWher/ >,twiK signature(s) on the instrument the person(s4, or the entity upon behalf of which the person(s) acted, executed I the instrument. WITNESS my hand and official seal. y This area for Official Notarial Seal OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER FRANCHISE BOND TITLE OR TYPE OF DOCUMENT ITnEcs► ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL 91 ATTORNEY-IN-FACT NUMBER OF PAGES ❑-TRUSTEMS) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: December 01, 1996 DATE OF DOCUMENT . SIGNER IS REPRESENTING: NAME OF PERSONS)OR ENTITYOESI RELIANCE INSURANCE COMPANY SIGNER(S)OTHER THAN NAMED ABOVE 1D.0A1 Rev """ ALL-PURPOSE ACKNOWLEDGEMENT R►MAWU SURETY COMPANY M-LIANCE INSURANCE COMPANY UNWED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE, PHILADELPHIA, PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY is a corporation duly organized under the laws of the State of Del- aware, and that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY, are corporations duly organized under the laws of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called "the Companies") and that the Companies by virtue of signature and oasis do hereby make, constitute and appoint Gary K. Cooper,Judy Etheredge, Lupo Tomayo, Beverly A. Ireland,Joyce A. Johnson, Gardner S. Thomton., of Houston, Tutae their true and lawful Attorney(@)-in-Fact, to make, execute, seal and deliver for and on their behalf, and as their act and deed any and all bonds and undertakings of suretyship and to bind the Companies thereby as fully and to the some extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the Companies and sealed and attested by one other of such officers,and hereby ratifies and confirms all that their said Attorney(s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by the authority of Article VII of the Bylaws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY which provisions are now In full force and effect,reading as follows: ARTICLE V11- EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors, the President,the Chairman of the Board, any Senior Vice President, any.Vice President or Assistant Vice President of other officer designated by the Board of Directors shall have power and authority to la► appoint Attorneys)-in-Fact and to authorize them to execute on behalf of the Company, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof,and(b)to remove any such Attorneys)-in-Fact at any time and revoke the power and authority given to them. 2. Attorney(s)-in-Fact shall have power and authority, subject to the terms and limitations of the Power of Attorney issued to them, to execute doliver on behalf of the Company, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature tharoof. The corporate seal is not necessary for the validity of any bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof. 3. Attorney(s)-in-Fact shall have power and authority to execute affidavits required to be attached to bonds, recognizances, contracts of indemnity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the Bylaws of the Company or any article or section thereof. This Power of Attorney is signed and sealed by facsimile under and by authority of the following resolution adopted by the Executive and Finance Committees of the Boards of Directors of Reliance Insurance Company, United Pacific Insurance Company and Reliance National Indemnity Company by Unanimous Consent dated as of February 28, 1994 and by the Executive and Financial Committee of the Board of Directors of Reliance Surety Company by Unanimous Consent dated as of March 31, 1994. "Resolved that the signatures of such directors and officers and the seal of the Company may be affixed to any such Power of Attorney or any certificates relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such Power so executed and certified by fac- simile signatures and facsimile seal shall be valid and binding upon the Company, in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF,the Companies have caused these presents to be signed and their corporate seals to be hereto affixed,this April 4, 1994. RELIANCE SURETY COMPANY RELIANCE INSURANCE COMPANY UNITED PACIFIC INSURANCE COMPANY vie, +..� eye RELIANCE NATIONAL INDEMNITY COMPANY ® _ °fi1tA1� tsar / ,.t• to STATE OF Pennsylvania } COUNTY OF Philadelphia )as. On this, April 4, 1994. before me, Valencia Wortham, personally appeared Charles B. Schmalz, who acknowledged himself to be the Executive Vice President of the Reliance Surety Company, and the Vice President of Reliance Insurance Company, United Pacific Insurance Company, and Reliance National Indemnity Company and that as such, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as its duly authorized officer. In witness whereof,I hereunto set my hand and official seal. CM NOTARIAL SEAL �'' OF 1 VALENCIA WORTHAM.Notary Public � • City 01 Philadelphia.Phyla.Gar.y l vl� "*�� Notary Public in and for the State of Pennetivcnia, M COmm�ssiOn exoges Nov. 18•496 I r P.esiding at Philadelphia 1, Anita Mmert, Sac.-at ary of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this let day o December 19 96 . ALwy d�."o ,"SEAT' o"•ev p � �� �' nir�e t Secretary SEAL SftAt +esy` l' eta' .,�.,0•