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HomeMy WebLinkAboutResolution No. 5901RESOLUTION- NO. 5901 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY DECLARING ITS INTENTION TO GRANT PETROLEUM PIPELINE FRANCHISES TO ATLANTIC RICHFIELD COMPANY, ARCO PIPE LINE COMPANY, MOBIL OIL COMPANY AND GOLDEN WEST OIL COMPANY AND SETTING A PUBLIC HEARING TO CONSIDER SUCH FRANCHISES FOR SEPTEMBER 26, 1995. THE CITY COUNCIL OF THE CITY OF DOWNEY DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council of the City of Downey does hereby declare its intention to grant petroleum pipeline franchises to Atlantic Richfield Company, ARCO Pipe Line Company, Mobil Oil Company and Golden West Oil Company. The terms of the proposed franchise, which have been negotiated by the City staff and will be reviewed by the City Council at a public hearing, are attached hereto in the form of a proposed ordinance as Exhibit A. The Franchise Ordinance generally covers the types of material which may be transported in the pipeline, the duration of the franchise, location of the franchise property, compliance with Federal and State safety regulations, repair of leaks, relocation in the event of public improvements, abandonment of franchise property, submission of safety and inspection reports, submission of maps and records of proposed pipeline locations, compensation to the City, performance bond requirements, indemnification and insurance requirements and assignment of the franchise rights. Said proposed ordinance is incorporated herein by this reference. SECTION 2. On September 26, 1995, at 7:30 p.m., or as soon thereafter as the matter may be heard, the City Council will hold a public hearing on the proposed franchise in the City Council Chambers of the Downey City Hall, located at 11111 Brookshire Avenue, Downey, California. At such public hearing, any person having an interest in the proposed franchise, or any objection to the granting of the proposed franchise may appear before the City Council and be heard thereon. Following such public hearing, the Council may by ordinance, grant the franchise on the terms and conditions specified in this Resolution, subject to the right of referendum of the people, or it may deny the same. If the Council shall determine that changes should be made in the terms and conditions upon which the franchise is proposed to be granted, a new Resolution of Intention, shall be adopted and like proceedings had thereon. SECTION 3. The City Clerk shall publish this Resolution along with Exhibit "A" at least once, within fifteen (15) days of the passage hereof, in the official newspaper of the City. The City Clerk shall also certify to the adoption of this Resolution. RESOLUTION NO. 5901 - Page 2 PETROLEUM PIPELINE FRANCHISES ATTEST: APPROVED AND ADOPTED THIS 22nd day of August , 1995. 9/.1.!;g City Clerk I HEREBY CERTIFY that foregoing Resolution was approved and adopted at a regular meeting of the City Council of the City of Downey held on the 22 day of August , 1995, by the following vote: AYES: 5 NOES: 0 ABSENT: 0 FRANKTISTROLEMTRANCIUS.RES Council Members: Boggs, Lawrence, Riley, Brazelton, McCaughan Council Members: None Council Members: None City Clerk EXHIBIT A ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DOWNEY GRANTING A FRANCHISE TO GOLDEN WEST REFINING COMPANY The City Council of the City of Downey does ordain as follows: SECTION 1. NATURE OF GRANT A. EXTENT OF GRANT: The City of Downey, hereinafter also referred to as "CITY ", hereby grants to Golden West Refining Company, its successors and assigns, hereinafter referred to as "Grantee ", subject to the terms and conditions herein contained, the right, franchise and privilege from time to time, for a period of ten (10) years from and after the effective date of this Ordinance, to install, operate, maintain, replace, abandon in place, and /or remove pipelines for the transportation of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water. mud, steam or other substances transportable by pipelines together with all appurtenances and service connections necessary or convenient to properly maintain and operate said pipelines, including cathodic protection facilities, and also including appurtenances and equipment for power and communication lines necessary or convenient for the Grantee's business, hereinafter collectively called "franchise property ", within the public streets, highways, alleys and other public ways, hereinafter collectively called "streets ", of the City of Downey, as enumerated and described in Exhibit "A ", which is attached hereto and is made a part of this Franchise, and such other "streets" as may be authorized in accordance with the provisions of Subsection B of Section 1 hereof. B. AUTHORIZATION TO USE ADDITIONAL STREETS: Grantee is hereby authorized to use other streets within the City for the purposes for which this Franchise is granted, provided (a) that all facilities constructed and maintained in such other streets shall be subject to all of the provisions of this Franchise; and (b) that the specific location of such facilities be approved by the City Council. SECTION 2. DURATION OF FRANCHISE A. This Franchise shall expire ten (10) years from, and after the effective date hereof unless sooner terminated by ordinance as herein provided. City reserves the right to terminate this Franchise prior to its expiration date in the event: 1. Grantee fails to comply with any of the provisions hereof; provided however, that if such failure to comply shall be due to a cause beyond the control of the Grantee, the Franchise shall not be so terminated; and provided further that this Franchise shall not be so terminated unless the Grantee is given written notice of such noncompliance and Exhibit A Page 2 fails within 30 days of the date of such notice to cure such failure, or if it cannot be fully cured within such period, then to commence and thereafter diligently prosecute to completion the corrective action necessary to cure such noncompliance. Notwithstanding the foregoing, if Grantee's noncompliance is of such kind or nature as to cause a hazard to the public or endanger the public peace, health, safety or general welfare, the City's Director of Public Works may so notify Grantee and reduce the period during which Grantee shall commence the work necessary to correct such noncompliance. In the event the Grantee fails to cure or commence the corrective action within the time specified, as an alternative to terminating this Franchise, the City may do the corrective work at the Grantee's expense. 2. Any provisions hereof become invalid or unenforceable and the City expressly finds that such provisions constitute a consideration material to the granting of this Franchise, then this Franchise may be terminated by the City on ten days written notice. SECTION 3. CONSTRUCTION AND OPERATION A. LOCATION OF FRANCHISE PROPERTY: The location of any Franchise property installed hereunder shall be first approved by the Director of Public Works. B. QUALITY CONTROL: All Franchise property installed and maintained hereunder shall be constructed and maintained in a good workmanlike manner and in conformity with all ordinances, rules or regulations now or hereafter adopted or prescribed by the City, and any other governmental agency having jurisdiction over the pipelines. All pipelines installed shall conform to applicable U.S.A. Standard Code for Pressure Piping, in its latest revision. C. STREET EXCAVATIONS: Grantee shall have the right to make all necessary excavations in the streets for the purposes granted in this Franchise, but nothing herein contained shall relieve Grantee from the provisions of any ordinance or law governing such excavations that may be in force at the time, requiring permits to be obtained for street excavations before such work is commenced. All excavations shall be made and refilled in strict compliance with all City ordinances that may be in effect at the time of the performance of the work and shall be made so as not to interfere unreasonably with the free use of the streets by the public. 1 Exhibit A Page 3 Upon completion of the work for which street excavations are made, all portions of the street which have been excavated or otherwise damaged by such excavation work shall be restored to at least as good a condition as they were in, before the commencement of such work, to the satisfaction of the Director of Public Works. D. EMERGENCY WORK: The Grantee shall promptly repair any leaks or breaks in pipelines and conduits and, if any portion of any street, including appurtenant facilities, shall be damaged by reason of breaks or Teaks in pipe or conduit constructed or maintained under this Franchise, the Grantee shall, at its own expense, take immediate steps to repair any such damage and restore such street, including appurtenant facilities, to as good a condition as it was before such break or leak, to the satisfaction of the Director of Public Works. Grantee's obligation under this paragraph shall also include, but not be limited to, removal of all products released, accidently or otherwise from the pipeline and remediation of the contaminated soil in the manner, and to the extent required by applicable Federal, State and local laws and regulations. In the event of any such leak or break in the pipelines or conduits, Grantee shall immediately notify the Downey Fire Department of the nature of the problem with the pipeline and the location. Such emergency repair of Franchise property may be commenced without prior permit provided, however, that Grantee shall, by not later than the next normal working day, apply to the Director of Public Works for a permit authorizing such emergency work. E. CHANGES REQUIRED BY PUBLIC IMPROVEMENTS: If the Director of Public Works shall determine that it is reasonable and necessary that Franchise property be temporarily disconnected, abandoned, temporarily or permanently removed, temporarily or permanently relocated or substitute facilities installed, in order that the City or Community Development Commission of the City of Downey, may relocate, change grade, construct, use, maintain, change or modify any street improvement or City -owned utility facilities, said Director of Public Works shall give notice, in writing to the Grantee. Within 30 days after the service of such notice upon the Grantee, the Grantee shall, at its sole cost and expense, begin and diligently prosecute the necessary work to completion. Upon failure to do so, the Director of Public Works may cause said work to be completed, and the Grantee shall immediately pay for the same upon presentation of an itemized account of the cost thereof. In the event that any Franchise property is required to be abandoned in, or permanently removed, from any street or portion thereof affected, the Director of Public Works shall approve such additional street location or locations as may be necessary to permit the installation of substitute facilities. Exhibit A Page 4 F. ABANDONMENT OF FRANCHISE PROPERTY: The Director of Public Works, upon such terms and conditions as he may determine, may give Grantee permission to abandon, without removing, Franchise property installed under the Franchise. The length of any pipeline or pole line abandoned with such permission shall not be considered in calculating payments due under the Franchise following the date the Director of Public Works or his designated representative has inspected and approved in writing the abandonment work. The ownership of all Franchise property so abandoned shall thereafter vest in the City. G. OPERATIONAL REQUIREMENTS: 1. Within five (5) days after submitting to any governmental agency any report, document or writing concerning the Franchise property (including, but not limited to, reports of incidents, inspection reports, safety reports, or permit applications or documents) Grantee shall submit to the Director of Public Works, true complete and correct copies of such documents. 2. Within five (5) working days of receiving any report, document or other writing concerning the Franchise property from any governmental agency (including, but not limited to permits or approvals, notices of violations or actions, inspection reports, or incident reports) Grantee shall submit true, correct and complete copies thereof to the Director of Public Works. SECTION 4. MAPS AND RECORDS A. Prior to using any Franchise property which has been installed, relocated, or removed, the Grantee shall file with the Director of Public Works, a temporary map, in such form as may be required by the Director of Public Works, showing the location, length, depth and size of such facilities so installed, relocated, removed or abandoned. Within six (6) months following the date in which any Franchise property has been installed, relocated, removed or abandoned under this Franchise, the Grantee shall file a map or maps in such form as may be required by the Director of Public Works showing the precise location, length, depth and size of all such facilities so installed, relocated, removed or abandoned. SECTION 5. COMPENSATION TO THE CITY A. As consideration for the Franchise hereby granted, Grantee shall make annual payment to the City, in lawful money of the United States, at the rate of $0.10 plus any increase in the CPI per nominal internal diameter inch per lineal foot of pipeline maintained in the City's public streets pursuant to this Franchise. The annual Exhibit A Page 5 payments shall be made on /or before the 1st day of March. In the event any facility shall have been subject to the terms of this Franchise for only a fractional part of the preceding year ending December 31, the payment, therefore, shall be computed on the proportion which the number of days in the fractional part bears to 360. The annual payment shall be accompanied by a report showing the lengths of pipelines, pole lines and /or conduits maintained under the Franchise, the nominal internal diameter of the pipelines, the applicable payment rates and the total amount due. The rate of compensation shall be adjusted annually to reflect any annual increase in the Consumer Price Index of the United States Department of Labor for the Los Angeles - Anaheim- Riverside area (CPI -U) for December through December. In no event shall the rate of compensation be reduced. The annual CPI adjustment shall be calculated by multiplying the current Franchise fee each year by the annual increase in the CPI from December through December, and adding the result to the current Franchise fee. SECTION 6. GUARANTEE AND RESPONSIBILITY A. BOND: This Franchise is granted upon the condition that the Grantee shall, at all times during the life of this Franchise, have on file with the City, a Faithful Performance bond running to the City in the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) executed by a reputable surety entitled to do business in the State of California. The said Bond shall contain the conditions that the Grantee shall well and truly observe, fulfill and perform each and every term and condition of this Franchise, and that in case of any breach of any condition of said Franchise, the whole amount of the sum herein named, shall be taken and deemed to be liquidated damages, and shall be recoverable from the principal and from the sureties upon said Bond. The provisions of this Section shall not exempt the Grantee from compliance with any of the laws of the City in force during the term thereof which required the Grantee to post a bond or deposit other than the deposit required by this Section. In addition to the payment necessary to cure defaults under the Contract, the City shall also be entitled to recover from the Grantee the full and complete cost and expense of all staff time expended in curing the default and securing payment under the Bond, attorneys' fees with respect to curing the default and securing payment under the Bond and all other costs, fees and expenses incurred by the City in curing the default and obtaining payment under the Bond. In addition, at the time payment is made by the bonding company to the City of all amounts to which the City is entitled, the City shall receive interest on said amount at twelve percent (12 %) per annum beginning on the date a notice to cure was submitted to the Franchise. Exhibit A Page 6 The City retains the right to pursue all legal remedies against Grantee for breach of the terms of this Franchise, and the use by the City of the Bond shall not constitute an election by the City to use this remedy to the exclusion of others. B. INDEMNIFICATION: The Grantee, by the acceptance or use of the Franchise hereby granted, agrees to defend indemnify and hold harmless the City, its officers, agents or employees against any and all claims, demands, liabilities, or causes of action which may be asserted, prosecuted or established against them, or any of them, whether meritorious or not, for damage to persons or property, of whatsoever nature, arising out of the use by it of the City streets hereunder or arising out of any of the operations or activities of the Grantee pursuant to this Franchise, whether such damage shall be caused by negligence or otherwise, and Grantee shall reimburse the City, its officers and employees for all expenses, including attorneys' fees, resulting from such claims, liabilities or causes of action or Grantee's default under this Franchise Ordinance. C. INSURANCE: This Franchise is granted on the condition that the Grantee shall furnish an insurance policy in the minimum amount of TWENTY MILLION DOLLARS ($20,000,000) with the City of Downey named as additional insured and provide a certificate of such insurance on the form shown as Exhibit B. The policy shall be kept in force during the duration of the Franchise. The City shall be notified in writing by registered mail, thirty (30) days prior to any modification or cancellation of said policy. In the event that such policy is not furnished as evidenced by a Certificate of Insurance on the form shown on Exhibit "B ", or if such policy is cancelled for any reason or modified in violation of this Franchise, the City may use any or all of the funds in the Faithful Performance Bond to purchase such insurance on behalf of the City and Grantee. SECTION 7. ASSIGNMENT A. Grantee shall not permit any right or privilege granted by the Franchise to be exercised by another, nor shall the Franchise or any interest therein or any right or privilege thereunder be in whole or in part sold, transferred, leased, assigned or disposed of, except to a corporation acquiring or owning a portion of the assets of the Grantee through consolidation, merger or reorganization, or to a parent or subsidiary of Grantee, without the consent of the City expressed by resolution upon finding that the proposed transferee is capable of carrying out the obligations of the Franchise and has expressly consented in writing to do so; provided, however, that the provisions of the Franchise shall not require any such consent, and no consent shall be required for any transfer by Grantee in trust or by way of mortgage or hypothecation covering all or any part of Grantee's property, which transfer, mortgage or hypothecation shall Exhibit A Page 7 be for the purpose of securing an indebtedness of Grantee or for the purpose of renewing, extending, refunding, retiring, paying or cancelling in whole or in part any such indebtedness at any time or from time to time. Any such sale, lease, assignment or other disposition of this Franchise, whether requiring the consent of the City or otherwise, shall be evidenced by a duly executed instrument in writing filed in the office of the City Clerk within thirty (30) days after such sale, lease, assignment or other disposition. SECTION 8. ACCEPTANCE A. This Franchise is granted and shall be held and enjoyed only upon the terms and conditions herein contained, and the Grantee shall, within ten (10) days after the adoption of this Ordinance granting said Franchise, file with the City Clerk of the City of Downey, a written acceptance of such terms and conditions. SECTION 9. NOTICE Notice to the City shall be sent to Director of Public Works, City of Downey, 11111 Brookshire Avenue, P.O. Box 7016, Downey, CA 90241 -7016. Notice to Franchise Company shall be sent to: Golden West Refining Company, 13539 E. Foster Road, P.O. Box 2128, Santa Fe Springs, CA 90670. ATTEST: SECTION 10. EFFECTIVE DATE A. This Ordinance shall take effect on the 31st day after final passage. APPROVED AND ADOPTED this day of , 1995. City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS CITY OF DOWNEY Mayor Exhibit A Page 8 I HEREBY CERTIFY that the foregoing Ordinance No. was introduced at a regular meeting on , 1995, of the City Council of the City of Downey, and adopted at a regular meeting on , 1995, of the City Council of the City of Downey, by the following vote, to wit: Fsllw 8113195 FRANKIGLDNWEST.ORD AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: City Clerk . - J>>uoo o43 0l .S7 ;e ALJoy3rou aauayi ',0'01 Atalewlxo.idde peon ,IdQJGolol Jo auiila ;uoo 043 01 talieJed diJelsaM43Jou ooua,t3 :peoa ydrJ6ota1 plea Jo Duwaluse ay3 Jo AiJo3saeut3nos i O•f4I 3uiod a 03 ,0'eg Alolewlaojdde peoa ydDJbalal Jo eul'iJolua 0; .St 2e Atuo3sam aa& i13 :lauue4) opuoH . olb Jo aultaaluoD 043 Co.J 69'99L Aielewlxoadde pup peoa ►tdeJ6nio1 pies Jo auill;uaa pip Jo AiJa;sa.a43nos ,0'02 auJod a 03 perm ydcJ6olal 6uole ALJd'3saM - y»ou aouoy3 'peoa ydeJ5alal Jo Al.►a3 saut3nos :0'it 3uiod a o7 , 5•tIl . peoa ydzJbalal Jo auwaluao ay3 of .S17 le 'Aluay3Jou a2upy3 :onuany so'icols Jo pull - Jaluaa ay; Jo Alua3seay3nos ,41 lutod e o3 peoa Jo ouliroauoo so o3 laileJed f.1Ja3saMy » ou :Pent! ydeJ6Dial Pies Jo Atiolsanylnos ,5'Z£ 3uiod a o; , @'el peoa 40u5alal Jo auilualuao owl o3 .St le Ai.aoysan aDuayl :anuanty 11 spun Jo auiiJa3uaD ay3 Jo Atao3seoylnos ,S-t' pur peoa ydeJbaial Jo aullJeZueu a43 Jo Ai .Ja3saMy3nos , 0•hZ lulod a of peoa ydeJ6aia1 6uote A(Ja3saiay3Jou'oDuay3 :peoa yde. pies Jo auliJoluoo ay3 Jo Aila3sauy3nos ,0 3uiod e o3 peoa ydeJ6ata1 Jo aulpp3uo2 ay3 0l .Sq 3e Ap aylJou :zuay3 lanuand emu Jo aulija3uon ay3 Jo AirelsaMy3rou ,0'0L AtalewlxcJdde pas pee ydeabeiol Pies Jo oulila3uao 04; Jo AiJa3samo nos ,o•L£ 3uiod e o3 peoa ydeJbatal 6uote hiJolsar•.ylJou :peoa ydp .rbatal Pies Jo autt.ioluso so Jo Apa3saMy3nos X 0'92 3uiod e 01 :,+i'FZ Atale'wtxo.dde peoa &de�5atal'3e auitJa3usu 043 03 .0Z 1p ApolsaM aouay3 '1o'60h Ala;e,ulxoadde peoa ydesba(Di Jo Duiiralueo•ayl 03 foils-led AiJelsaM4 Jou :ouay3 :peoa 4deJ6atal Jo auliraluau oyl Jo AtdulcD'4q)nos ,0 AlolewlxQJdde 6ulaq 3uiod pies 's5uIJds•eJ clues Jo A310 a,t3 i;+ue ii AauaaO,.Jo A113 a43 uoo Dui' Aaepunoq ay; uo 3uiod e le 6uluu!bnti (0- -6151 ' PN • amQ • 00 auTu T: ag :gab aaPT°D) TTuaod TTeO ' aamo0 zo to TO ails uT so ael: S LITZ:1n ET SuTAZ =TT TTo .8 ue zo auTTrauaO elp so moT;d7azseci uV• lIOiHX3 Exhibit A line of Tcicgraph Road approximately 34.0' . to a paint Z0.08' snuthwesterly of the centerline of said Telegraph Road; thence northwesterly aTorlg Telegraph Road to a point an the centerline at Rio Hondo Channel and 23.0 southwesterly'of the centerline of Telegraph Road, said point also being on the boundary line between the City of Downey and City of .Commerce. Total length of pipeline, Exhibit "A" al 11,857'= • /• Exhibit A ENDORSEMENT AND CFRTIFICATE OF INSURANCE FOR FRANCHISE This is to certify that the Company named below has issued to the Named Insured the policy of Comprehensive Liability Insurance identified herein, hereinafter referred to as 'Policy," and endorsed said Policy as follows to assure compliance by the Named Insured with the insurance requirements of the City: 2. Neither the Policy nor this Endorsement shall be canceled or materially changed until thirty (30) days after receipt by City or written notice of such cancellation or change by registered mail, addressed as follows: expiring EXHIBIT 'B' CITY OF DOWNEY (Hereinafter referred to as "City ") 1. A combined single limit for Comprehensive Liability (bodily injury or death, or property damage) is not less than S20.000.000 each occurrence. City of Downey P.O. Box 7016 11111 Brookshire Avenue Downey, California 90241 Attention: Denerrmenr of Works 3. City, its council, officers, members of boards or commissions and employees are hereby declared to be additional Named Insureds with respect to all claims, actions, damages, liabilities and expenses, including attomey's fees, whether or not caused by their contributing negligence, arising only out of or in connection with the actions to be performed under the agreement executed by the Named Insured and City, including any act or omission of the Named Insured's employees, agents, subcontractors, or their employees. 4. The Policy includes a Severability of Interests (Cross Liability) Clause and shall be primary and non - contributing with any other insurance available to the City. 5. Contractual liability coverage applicable to the contract referred to above, including the obligation to defend City is included. 6. Exclusions relating to property damage arising out of explosion, collapse or underground damage (commonly referred to as "XCU' hazards) are deleted. 7. The Policy provides coverage for, but is not limited to: Owned, Non -Owned and Hired Automobile; Products - Completed Operations; Premises - Operations; and Contractors Protective Liability. This Endorsement is effective when signed by an Authorized Representative of (Date) (Name of Insurance Company) Policy No. , insuring IMPORTANT Name of Agent or Broker Address of Agent or Broker (& phone number) The person executing this Certificate is cautioned to make certain that he has authority to execute this Certificate on behalf of the Insurance Company. FSfiw. FRANKANSURANB.RM• anmss and when issued to City shall be valid and form part of (Name Insured) Authorized Representative EXEICBIT A ORDINANCE NO. . AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DOWNEY GRANTING A FRANCHISE TO MOBIL OIL CORPORATION The City Council of the City of Downey does ordain as follows: SECTION 1. NATURE OF GRANT A. EXTENT OF GRANT: The City of Downey, hereinafter also referred to as "CITY ", hereby grants to Mobil Oil Corporation, its successors and assigns, hereinafter referred to as "Grantee ", subject to the terms and conditions herein contained, the right, franchise and privilege from time to time, for a period of ten (10) years from and after the effective date of this Ordinance, to install, operate, maintain, replace, abandon in place, and /or remove pipelines for the transportation of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water. mud, steam or other substances transportable by pipelines together with all appurtenances and service connections necessary or convenient to properly maintain and operate said pipelines, including cathodic protection facilities, and also including appurtenances and equipment for power and communication lines necessary or convenient for the Grantee's business, hereinafter collectively called "franchise property ", within the public streets, highways, alleys and other public ways, hereinafter collectively called "streets ", of the City of Downey, as enumerated and described in Exhibit "A ", which is attached hereto and is made a part of this Franchise, and such other "streets" as may be authorized in accordance with the provisions of Subsection B of Section 1 hereof. B. AUTHORIZATION TO USE ADDITIONAL STREETS: Grantee is hereby authorized to use other streets within the City for the purposes for which this Franchise is granted, provided (a) that all facilities constructed and maintained in such other streets shall be subject to all of the provisions of this Franchise; and (b) that the specific location of such facilities be approved by the City Council. SECTION 2. DURATION OF FRANCHISE A. This Franchise shall expire ten (10) years from, and after the effective date hereof unless sooner terminated by ordinance as herein provided. City reserves the right to terminate this Franchise prior to its expiration date in the event: 1. Grantee fails to comply with any of the provisions hereof; provided however, that if such failure to comply shall be due to a cause beyond the control of the Grantee, the Franchise shall not be so terminated; and provided further that this Franchise shall not be so terminated unless the Grantee is given written notice of such noncompliance and Exhibit A Page 2 fails within 30 days of the date of such notice to cure such failure, or if it cannot be fully cured within such period, then to commence and thereafter diligently prosecute to completion the corrective action necessary to cure such noncompliance. Notwithstanding the foregoing, if Grantee's noncompliance is of such kind or nature as to cause a hazard to the public or endanger the public peace, health, safety or general welfare, the City's Director of Public Works may so notify Grantee and reduce the period during which Grantee shall commence the work necessary to correct such noncompliance. In the event the Grantee fails to cure or commence the corrective action within the time specified, as an alternative to terminating this Franchise, the City may do the corrective work at the Grantee's expense. 2. Any provisions hereof become invalid or unenforceable and the City expressly finds that such provisions constitute a consideration material to the granting of this Franchise, then this Franchise may be terminated by the City on ten days written notice. SECTION 3. CONSTRUCTION AND OPERATION A. LOCATION OF FRANCHISE PROPERTY: The location of any Franchise property installed hereunder shall be first approved by the Director of Public Works. B. QUALITY CONTROL: All Franchise property installed and maintained hereunder shall be constructed and maintained in a good workmanlike manner and in conformity with all ordinances, rules or regulations now or hereafter adopted or prescribed by the City, and any other governmental agency having jurisdiction over the pipelines. All pipelines installed shall conform to applicable U.S.A. Standard Code for Pressure Piping, in its latest revision. C. STREET EXCAVATIONS: Grantee shall have the right to make all necessary excavations in the streets for the purposes granted in this Franchise, but nothing herein contained shall relieve Grantee from the provisions of any ordinance or law governing such excavations that may be in force at the time, requiring permits to be obtained for street excavations before such work is commenced. All excavations shall be made and refilled in strict compliance with all City ordinances that may be in effect at the time of the performance of the work and shall be made so as not to interfere unreasonably with the free use of the streets by the public. Exhibit A Page 3 Upon completion of the work for which street excavations are made, all portions of the street which have been excavated or otherwise damaged by such excavation work shall be restored to at least as good a condition as they were in, before the commencement of such work, to the satisfaction of the Director of Public Works. D. EMERGENCY WORK: The Grantee shall promptly repair any leaks or breaks in pipelines and conduits and, if any portion of any street, including appurtenant facilities, shall be damaged by reason of breaks or Teaks in pipe or conduit constructed or maintained under this Franchise, the Grantee shall, at its own expense, take immediate steps to repair any such damage and restore such street, including appurtenant facilities, to as good a condition as it was before such break or leak, to the satisfaction of the Director of Public Works. Grantee's obligation under this paragraph shall also include, but not be limited to, removal of all products released, accidently or otherwise from the pipeline and remediation of the contaminated soil in the manner, and to the extent required by applicable Federal, State and local laws and regulations. In the event of any such leak or break in the pipelines or conduits, Grantee shall immediately notify the Downey Fire Department of the nature of the problem with the pipeline and the location. Such emergency repair of Franchise property may be commenced without prior permit provided, however, that Grantee shall, by not later than the next normal working day, apply to the Director of Public Works for a permit authorizing such emergency work. E. CHANGES REQUIRED BY PUBLIC IMPROVEMENTS: If the Director of Public Works shall determine that it is reasonable and necessary that Franchise property be temporarily disconnected, abandoned, temporarily or permanently removed, temporarily or permanently relocated or substitute facilities installed, in order that the City or Community Development Commission of the City of Downey, may relocate, change grade, construct, use, maintain, change or modify any street improvement or City -owned utility facilities, said Director of Public Works shall give notice, in writing to the Grantee. Within 30 days after the service of such notice upon the Grantee, the Grantee shall, at its sole cost and expense, begin and diligently prosecute the necessary work to completion. Upon failure to do so, the Director of Public Works may cause said work to be completed, and the Grantee shall immediately pay for the same upon presentation of an itemized account of the cost thereof. In the event that any Franchise property is required to be abandoned in, or permanently removed, from any street or portion thereof affected, the Director of Public Works shall approve such additional street location or locations as may be necessary to permit the installation of substitute facilities. Exhibit A Page 4 F. ABANDONMENT OF FRANCHISE PROPERTY: The Director of Public Works, upon such terms and conditions as he may determine, may give Grantee permission to abandon, without removing, Franchise property installed under the Franchise. The length of any pipeline or pole line abandoned with such permission shall not be considered in calculating payments due under the Franchise following the date the Director of Public Works or his designated representative has inspected and approved in writing the abandonment work. The ownership of all Franchise property so abandoned shall thereafter vest in the City. G. OPERATIONAL REQUIREMENTS: 1. Within five (5) days after submitting to any governmental agency any report, document or writing concerning the Franchise property (including, but not limited to, reports of incidents, inspection reports, safety reports, or permit applications or documents) Grantee shall submit to the Director of Public Works, true complete and correct copies of such documents. 2. Within five (5) working days of receiving any report, document or other writing concerning the Franchise property from any governmental agency (including, but not limited to permits or approvals, notices of violations or actions, inspection reports, or incident reports) Grantee shall submit true, correct and complete copies thereof to the Director of Public Works. SECTION 4. MAPS AND RECORDS A. Prior to using any Franchise property which has been installed, relocated, or removed, the Grantee shall file with the Director of Public Works, a temporary map, in such form as may be required by the Director of Public Works, showing the location, length, depth and size of such facilities so installed, relocated, removed or abandoned. Within six (6) months following the date in which any Franchise property has been installed, relocated, removed or abandoned under this Franchise, the Grantee shall file a map or maps in such form as may be required by the Director of Public Works showing the precise location, length, depth and size of all such facilities so installed, relocated, removed or abandoned. SECTION 5. COMPENSATION TO THE CITY A. As consideration for the Franchise hereby granted, Grantee shall make annual payment to the City, in lawful money of the United States, at the rate of $0.10 plus any increase in the CPI per nominal internal diameter inch per lineal foot of pipeline maintained in the City's public streets pursuant to this Franchise. The annual Exhibit A Page 5 payments shall be made on /or before the 1st day of March. In the event any facility shall have been subject to the terms of this Franchise for only a fractional part of the preceding year ending December 31, the payment, therefore, shall be computed on the proportion which the number of days in the fractional part bears to 360. The annual payment shall be accompanied by a report showing the lengths . - . of pipelines, pole lines and /or conduits maintained under the Franchise, the nominal internal diameter of the pipelines, the applicable payment rates and the total amount due. The rate of compensation shall be adjusted annually to reflect any annual increase in the Consumer Price Index of the United States Department of Labor for the Los Angeles - Anaheim- Riverside area (CPI -U) for December through December. In no event shall the rate of compensation be reduced. The annual CPI adjustment shall be calculated by multiplying the current Franchise fee each year by the annual increase in the CPI from December through December, and adding the result to the current Franchise fee. SECTION 6. GUARANTEE AND RESPONSIBILITY A. BOND: This Franchise is granted upon the condition that the Grantee shall, at all times during the life of this Franchise, have on file with the City, a Faithful Performance bond running to the City in the sum of TWO HUNDRED THOUSAND DOLLARS (8200,000.00) executed by a reputable surety entitled to do business in the State of California. The said Bond shall contain the conditions that the Grantee shall well and truly observe, fulfill and perform each and every term and condition of this Franchise, and that in case of any breach of any condition of said Franchise, the whole amount of the sum herein named, shall be taken and deemed to be liquidated damages, and shall be recoverable from the principal and from the sureties upon said Bond. The provisions of this Section shall not exempt the Grantee from compliance with any of the laws of the City in force during the term thereof which required the Grantee to post a bond or deposit other than the deposit required by this Section. In addition to the payment necessary to cure defaults under the Contract, the City shall also be entitled to recover from the Grantee the full and complete cost and expense of all staff time expended in curing the default and securing payment under the Bond, attorneys' fees with respect to curing the default and securing payment under the Bond and all other costs, fees and expenses incurred by the City in curing the default and obtaining payment under the Bond. In addition, at the time payment is made by the bonding company to the City of all amounts to which the City is entitled, the City shall receive interest on said amount at twelve percent (12 %) per annum beginning on the date a notice to cure was submitted to the Franchise. Exhibit A Page 6 The City retains the right to pursue all legal remedies against Grantee for breach of the terms of this Franchise, and the use by the City of the Bond shall not constitute an election by the City to use this remedy to the exclusion of others. B. INDEMNIFICATION: The Grantee, by the acceptance or use of the Franchise hereby granted, agrees to defend indemnify and hold harmless the City, its officers, agents or employees against any and all claims, demands, liabilities, or causes of action which may be asserted, prosecuted or established against them, or any of them, whether meritorious or not, for damage to persons or property, of whatsoever nature, arising out of the use by it of the City streets hereunder or arising out of any of the operations or activities of the Grantee pursuant to this Franchise, whether such damage shall be caused by negligence or otherwise, and Grantee shall reimburse the City, its officers and employees for all expenses, including attorneys' fees, resulting from such claims, liabilities or causes of action or Grantee's default under this Franchise Ordinance. C. INSURANCE: This Franchise is granted on the condition that the Grantee shall furnish an insurance policy in the minimum amount of TWENTY MILLION DOLLARS (520,000,000) with the City of Downey named as additional insured and provide a certificate of such insurance on the form shown as Exhibit "B ". The policy shall be kept in force during the duration of the Franchise. The City shall be notified in writing by registered mail, thirty (30) days prior to any modification or cancellation of said policy. In the event that such policy is not furnished as evidenced by a Certificate of Insurance on the form shown on Exhibit "B ", or if such policy is cancelled for any reason or modified in violation of this Franchise, the City may use any or all of the funds in the Faithful Performance Bond to purchase such insurance on behalf of the City and Grantee. SECTION 7. ASSIGNMENT A. Grantee shall not permit any right or privilege granted by the Franchise to be exercised by another, nor shall the Franchise or any interest therein or any right or privilege thereunder be in whole or in part sold, transferred, leased, assigned or disposed of, except to a corporation acquiring or owning a portion of the assets of the Grantee through consolidation, merger or reorganization, or to a parent or subsidiary of Grantee, without the consent of the City expressed by resolution upon finding that the proposed transferee is capable of carrying out the obligations of the Franchise and has expressly consented in writing to do so; provided, however, that the provisions of the Franchise shall not require any such consent, and no consent shall be required for any transfer by Grantee in trust or by way of mortgage or hypothecation covering all or any part of Grantee's property, which transfer, mortgage or hypothecation shall 1 Exhibit A Page 7 be for the purpose of securing an indebtedness of Grantee or for the purpose of renewing, extending, refunding, retiring, paying or cancelling in whole or in part any such indebtedness at any time or from time to time. Any such sale, lease, assignment or other disposition of this Franchise, whether requiring the consent of the City or otherwise, shall be evidenced by a duly executed instrument in writing filed in the office of the City Clerk within thirty (30) days after such sale, lease, assignment or other disposition. A. This Franchise is granted and shall be held and enjoyed only upon the terms and conditions herein contained, and the Grantee shall, within ten (10) days after the adoption of this Ordinance granting said Franchise, file with the City Clerk of the City of Downey, a written acceptance of such terms and conditions. ATTEST: SECTION 8. ACCEPTANCE SECTION 9. NOTICE Notice to the City shall be sent to Director of Public Works, City of Downey, 11111 Brookshire Avenue, P.O. Box 7016, Downey, CA 90241 -7016. Notice to Franchise Company shall be sent to: Mobil Oil Corporation, 3700 West 190th Street, Torrance, CA 90509. Attention: Right -of -Way Department SECTION 10. EFFECTIVE DATE A. This Ordinance shall take effect on the 31st day after final passage. APPROVED AND ADOPTED this day of , 1995. City Clerk STATE OF CALIFORNIA COUNTY OF LOS ANGELES) SS CITY OF DOWNEY Mayor Exhibit A Page 8 I HEREBY CERTIFY that the foregoing Ordinance No. was introduced at a regular meeting on , 1995, of the City Council of the City of Downey, and adopted at a regular meeting on , 1995, of the City Council of the City of Downey, by the following vote, to wit: FS w 0113195 FRANKIMOBLOLARD AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: City Clerk Exhibit A MOBIL OIL 00. 8 -inch active gasoline line LN Telegraph Road BEIWEEN Total footage: 12,126 -feet or 2.30 miles. EDIT "A" Pipeline Route • (P43) : AND Most Northerly boundary point Easterly boundary line .in City at San Gabriel River. Exhibit A ENDORSEMENT AND CERTIFICATE OF INSURANCE FOR FRANCHISED^, This is to certify that the Company named below has issued to the Named Insured the policy of Comprehensive Liability Insurance identified herein, hereinafter referred to as "Policy," and endorsed said Policy as follows to assure compliance by the Named Insured with the insurance requirements of the City: expiring 1. A combined single limit for Comprehensive Liability (bodily injury or death, or property damage) is not less than $20.000.000 each occurrence. 2. Neither the Policy nor this Endorsement shall be canceled or materially changed until thirty (30) days after receipt by City or written notice of such cancellation or change by registered mail, addressed as follows: 3. City, its council, officers, members of boards or commissions and employees are hereby declared to be additional Named Insureds with respect to all claims, actions, damages, liabilities and expenses, including attomey's fees, whether or not caused by their contributing negligence, arising only out of or in connection with the actions to be performed under the agreement executed by the Named Insured and City, including any act or omission of the Named Insured's employees, agents, subcontractors, or their employees. 4. The Policy includes a Severability of Interests (Cross Liability) Clause and shall be primary and non - contributing with any other insurance available to the City. 5. Contractual liability coverage applicable to the contract referred to above, including the obligation to defend City is included. 8. Exclusions relating to property damage arising out of explosion, collapse or underground damage (commonly referred to as "XCU" hazards) are deleted. 7. The Policy provides coverage for, but is not limited to: Owned, Non -Owned and Hired Automobile; Products- Completed Operations; Premises- Operations; and Contractors Protective Liability. This Endorsement is effective when signed by an Authorized Representative of (Date) (Name of Insurance Company) Policy No. , insuring IMPORTANT Name of Agent or Broker Address of Agent or Broker (& phone number) FS4w • FRANK/MMJRANS.FSM• 913199 EXHIBIT '8" CITY OF DOWNEY (Hereinafter referred to as "City ") City of Downey P.O. Box 7016 11111 Brookshire Avenue Downey, California 90241 Attention: Degarrmenr of Public Works (Name Insured) Authorized Representative and when issued to City shall be valid and form part of The person executing this Certificate is cautioned to make certain that he has authority to execute this Certificate on behalf of the Insurance Company. EXHIBIT A ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DOWNEY GRANTING A FRANCHISE TO ATLANTIC RICHFIELD COMPANY The City Council of the City of Downey does ordain as follows: SECTION 1. NATURE OF GRANT A. EXTENT OF GRANT: The City of Downey, hereinafter also referred to as "CITY ", hereby grants to Atlantic Richfield Company, its successors and assigns, hereinafter referred to as "Grantee ", subject to the terms and conditions herein contained, the right, franchise and privilege from time to time, for a period of ten (10) years from and after the effective date of this Ordinance, to install, operate, maintain, replace, abandon in place, and /or remove pipelines for the transportation of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water. mud, steam or other substances transportable by pipelines together with all appurtenances and service connections necessary or convenient to properly maintain and operate said pipelines, including cathodic protection facilities, and also including appurtenances and equipment for power and communication lines necessary or convenient for the Grantee's business, hereinafter collectively called "franchise property ", within the public streets, highways, alleys and other public ways, hereinafter collectively called "streets ", of the City of Downey, as enumerated and described in Exhibit "A ", which is attached hereto and is made a part of this Franchise, and such other "streets" as may be authorized in accordance with the provisions of Subsection B of Section 1 hereof. • , 1 B. AUTHORIZATION TO USE ADDITIONAL STREETS: Grantee is hereby authorized to use other streets within the City for the purposes for which this Franchise is granted, provided (a) that all facilities constructed and maintained in such other streets shall be subject to all of the provisions of this Franchise; and (b) that the specific location of such facilities be approved by the City Council. SECTION 2. DURATION OF FRANCHISE A. This Franchise shall expire ten (10) years from, and after the effective date hereof unless sooner terminated by ordinance as herein provided. City reserves the right to terminate this Franchise prior to its expiration date in the event: 1. Grantee fails to comply with any of the provisions hereof; provided however, that if such failure to comply shall be due to a cause beyond the control of the Grantee, the Franchise shall not be so terminated; and provided further that this Franchise shall not be so terminated unless the Grantee is given written notice of such noncompliance and Exhibit A Page 2 fails within 30 days of the date of such notice to cure such failure, or if it cannot be fully cured within such period, then to commence and thereafter diligently prosecute to completion the corrective action necessary to cure such noncompliance. Notwithstanding the foregoing, if Grantee's noncompliance is of such kind or nature as to cause a hazard to the public or endanger the public peace, health, safety or general welfare, the City's Director of Public Works may so notify Grantee and reduce the period during which Grantee shall commence the work necessary to correct such noncompliance. In the event the Grantee fails to cure or commence the corrective action within the time specified, as an alternative to terminating this Franchise, the City may do the corrective work at the Grantee's expense. 2. Any provisions hereof become invalid or unenforceable and the City expressly finds that such provisions constitute a consideration material to the granting of this Franchise, then this Franchise may be terminated by the City on ten days written notice. SECTION 3. CONSTRUCTION AND OPERATION A. LOCATION OF FRANCHISE PROPERTY: The location of any Franchise property installed hereunder shall be first approved by the Director of Public Works. B. QUALITY CONTROL: All Franchise property installed and maintained hereunder shall be constructed and maintained in a good workmanlike manner and in conformity with all ordinances, rules or regulations now or hereafter adopted or prescribed by the City, and any other governmental agency having jurisdiction over the pipelines. All pipelines installed shall conform to applicable U.S.A. Standard Code for Pressure Piping, in its latest revision. C. STREET EXCAVATIONS: Grantee shall have the right to make all necessary excavations in the streets for the purposes granted in this Franchise, but nothing herein contained shall relieve Grantee from the provisions of any ordinance or law governing such excavations that may be in force at the time, requiring permits to be obtained for street excavations before such work is commenced. All excavations shall be made and refilled in strict compliance with all City ordinances that may be in effect at the time of the performance of the work and shall be made so as not to interfere unreasonably with the free use of the streets by the public. Exhibit hit A Page 3 Upon completion of the work for which street excavations are made, all portions of the street which have been excavated or otherwise damaged by such excavation work shall be restored to at least as good a condition as they were in, before the commencement of such work, to the satisfaction of the Director of Public Works. D. EMERGENCY WORK: The Grantee shall promptly repair any Teaks or breaks in pipelines and conduits and, if any portion of any street, including appurtenant facilities, shall be damaged by reason of breaks or Teaks in pipe or conduit constructed or maintained under this Franchise, the Grantee shall, at its own expense, take immediate steps to repair any such damage and restore such street, including appurtenant facilities, to as good a condition as it was before such break or leak, to the satisfaction of the Director of Public Works. Grantee's obligation under this paragraph shall also include, but not be limited to, removal of all products released, accidently or otherwise from the pipeline and remediation of the contaminated soil in the manner, and to the extent required by applicable Federal, State and local laws and regulations. In the event of any such leak or break in the pipelines or conduits, Grantee shall immediately notify the Downey Fire Department of the nature of the problem with the pipeline and the location. Such emergency repair of Franchise property may be commenced without prior permit provided, however, that Grantee shall, by not later than the next normal working day, apply to the Director of Public Works for a permit authorizing such emergency work. E. CHANGES REQUIRED BY PUBLIC IMPROVEMENTS: If the Director of Public Works shall determine that it is reasonable and necessary that Franchise property be temporarily disconnected, abandoned, temporarily or permanently removed, temporarily or permanently relocated or substitute facilities installed, in order that the City or Community Development Commission of the City of Downey, may relocate, change grade, construct, use, maintain, change or modify any street improvement or City -owned utility facilities, said Director of Public Works shall give notice, in writing to the Grantee. Within 30 days after the service of such notice upon the Grantee, the Grantee shall, at its sole cost and expense, begin and diligently prosecute the necessary work to completion. Upon failure to do so, the Director of Public Works may cause said work to be completed, and the Grantee shall immediately pay for the same upon presentation of an itemized account of the cost thereof. In the event that any Franchise property is required to be abandoned in, or permanently removed, from any street or portion thereof affected, the Director of Public Works shall approve such additional street location or locations as may be necessary to permit the installation of substitute facilities. Exhibit A Page 4 F. ABANDONMENT OF FRANCHISE PROPERTY: The Director of Public Works, upon such terms and conditions as he may determine, may give Grantee permission to abandon, without removing, Franchise property installed under the Franchise. The length of any pipeline or pole line abandoned with such permission shall not be considered in calculating payments due under the Franchise following the date the Director of Public Works or his designated representative has inspected and approved in writing the abandonment work. The ownership of all Franchise property so abandoned shall thereafter vest in the City. G. OPERATIONAL REQUIREMENTS: 1. Within five (5) days after submitting to any governmental agency any report, document or writing concerning the Franchise property (including, but not limited to, reports of incidents, inspection reports, safety reports, or permit applications or documents) Grantee shall submit to the Director of Public Works, true complete and correct copies of such documents. 2. Within five (5) working days of receiving any report, document or other writing concerning the Franchise property from any governmental agency (including, but not limited to permits or approvals, notices of violations or actions, inspection reports, or incident reports) Grantee shall submit true, correct and complete copies thereof to the Director of Public Works. SECTION 4. MAPS AND RECORDS A. Prior to using any Franchise property which has been installed, relocated, or removed, the Grantee shall file with the Director of Public Works, a temporary map, in such form as may be required by the Director of Public Works, showing the location, length, depth and size of such facilities so installed, relocated, removed or abandoned. Within six (6) months following the date in which any Franchise property has been installed, relocated, removed or abandoned under this Franchise, the Grantee shall file a map or maps in such form as may be required by the Director of Public Works showing the precise location, length, depth and size of all such facilities so installed, relocated, removed or abandoned. SECTION 5. COMPENSATION TO THE CITY A. As consideration for the Franchise hereby granted, Grantee shall make annual payment to the City, in lawful money of the United States, at the rate of $0.10 plus any increase in the CPI per nominal internal diameter inch per lineal foot of pipeline maintained in the City's public streets pursuant to this Franchise. The annual Exhibit A Page 5 payments shall be made on /or before the 1st day of March. In the event any facility shall have been subject to the terms of this Franchise for only a fractional part of the preceding year ending December 31, the payment, therefore, shall be computed on the proportion which the number of days in the fractional part bears to 360. The annual payment shall be accompanied by a report showing the lengths of pipelines, pole lines and /or conduits maintained under the Franchise, the nominal internal diameter of the pipelines, the applicable payment rates and the total amount due. The rate of compensation shall be adjusted annually to reflect any annual increase in the Consumer Price Index of the United States Department of Labor for the Los Angeles - Anaheim - Riverside area (CPI -U) for December through December. In no event shall the rate of compensation be reduced. The annual CPI adjustment shall be calculated by multiplying the current Franchise fee each year by the annual increase in the CPI from December through December, and adding the result to the current Franchise fee. SECTION 6. GUARANTEE AND RESPONSIBILITY A. BOND: This Franchise is granted upon the condition that the Grantee shall, at all times during the life of this Franchise, have on file with the City, a Faithful Performance bond running to the City in the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) executed by a reputable surety entitled to do business in the State of California. The said Bond shall contain the conditions that the Grantee shall well and truly observe, fulfill and perform each and every term and condition of this Franchise, and that in case of any breach of any condition of said Franchise, the whole amount of the sum herein named, shall be taken and deemed to be liquidated damages, and shall be recoverable from the principal and from the sureties upon said Bond. The provisions of this Section shall not exempt the Grantee from compliance with any of the laws of the City in force during the term thereof which required the Grantee to post a bond or deposit other than the deposit required by this Section. In addition to the payment necessary to cure defaults under the Contract, the City shall also be entitled to recover from the Grantee the full and complete cost and expense of all staff time expended in curing the default and securing payment under the Bond, attorneys' fees with respect to curing the default and securing payment under the Bond and all other costs, fees and expenses incurred by the City in curing the default and obtaining payment under the Bond. In addition, at the time payment is made by the bonding company to the City of all amounts to which the City is entitled, the City shall receive interest on said amount at twelve percent (12%) per annum beginning on the date a notice to cure was submitted to the Franchise. Exhibit A Page 6 The City retains the right to pursue all legal remedies against Grantee for breach of the terms of this Franchise, and the use by the City of the Bond shall not constitute an election by the City to use this remedy to the exclusion of others. B. INDEMNIFICATION: The Grantee, by the acceptance or use of the Franchise hereby granted, agrees to defend indemnify and hold harmless the City, its officers, agents or employees against any and all claims, demands, liabilities, or causes of action which may be asserted, prosecuted or established against them, or any of them, whether meritorious or not, for damage to persons or property, of whatsoever nature, arising out of the use by it of the City streets hereunder or arising out of any of the operations or activities of the Grantee pursuant to this Franchise, whether such damage shall be caused by negligence or otherwise, and Grantee shall reimburse the City, its officers and employees for all expenses, including attorneys' fees, resulting from such claims, liabilities or causes of action or Grantee's default under this Franchise Ordinance. C. INSURANCE: This Franchise is granted on the condition that the Grantee shall furnish an insurance policy in the minimum amount of TWENTY MILLION DOLLARS ($20,000,000) with the City of Downey named as additional insured and provide a certificate of such insurance on the form shown as Exhibit B. The policy shall be kept in force during the duration of the Franchise. The City shall be notified in writing by registered mail, thirty (30) days prior to any modification or cancellation of said policy. In the event that such policy is not furnished as evidenced by a Certificate of Insurance on the form shown on Exhibit "B ", or if such policy is cancelled for any reason or modified in violation of this Franchise, the City may use any or all of the funds in the Faithful Performance Bond to purchase such insurance on behalf of the City and Grantee. SECTION 7. ASSIGNMENT A. Grantee shall not permit any right or privilege granted by the Franchise to be exercised by another, nor shall the Franchise or any interest therein or any right or privilege thereunder be in whole or in part sold, transferred, leased, assigned or disposed of, except to a corporation acquiring or owning a portion of the assets of the Grantee through consolidation, merger or reorganization, or to a parent or subsidiary of Grantee, without the consent of the City expressed by resolution upon finding that the proposed transferee is capable of carrying out the obligations of the Franchise and has expressly consented in writing to do so; provided, however, that the provisions of the Franchise shall not require any such consent, and no consent shall be required for any transfer by Grantee in trust or by way of mortgage or hypothecation covering all or any part of Grantee's property, which transfer, mortgage or hypothecation shall Exhibit A Page 7 be for the purpose of securing an indebtedness of Grantee or for the purpose of renewing, extending, refunding, retiring, paying or cancelling in whole or in part any such indebtedness at any time or from time to time. Any such sale, lease, assignment or other disposition of this Franchise, whether requiring the consent of the City or otherwise, shall be evidenced by a duly executed instrument in writing filed in the office of the City Clerk within thirty (30) days after such sale, lease, assignment or other disposition. A. This Franchise is granted and shall be held and enjoyed only upon the terms and conditions herein contained, and the Grantee shall, within ten (10) days after the adoption of this Ordinance granting said Franchise, file with the City Clerk of the City of Downey, a written acceptance of such terms and conditions. ATTEST: SECTION 8. ACCEPTANCE SECTION 9. NOTICE Notice to the City shall be sent to Director of Public Works, City of Downey, 11111 Brookshire Avenue, P.O. Box 7016, Downey, CA 90241 -7016. Notice to Franchise Company shall be sent to: Atlantic Richfield Company, 5900 Cherry Avenue, Long Beach, CA 90805. SECTION 10. EFFECTIVE DATE A. This Ordinance shall take effect on the 31st day after final passage. APPROVED AND ADOPTED this day of , 1995. City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS CITY OF DOWNEY ) Mayor Exhibit A Page 8 I HEREBY CERTIFY that the foregoing Ordinance No. was introduced at a regular meeting on , 1995, of the City Council of the City of Downey, and adopted at a regular meeting on , 1995, of the City Council of the City of Downey, by the following vote, to wit: FSljw 0/13195 FRANKIATLANTK:.ORD AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: City Clerk Exhibit A Line #34 Location Clark Avenue beginning at the City boundary at Foster Road; theacein Clark Avenue, Imperial Highway, Paramount Boulevard, Quill Drive, Old River School Road and Stewart and Gray Road to the West City boundary. TFB:Idd 043.90 ATLANTIC RIctipir.,LD COMPANY Size of LD. Pine 8" Gaso EXHIBIT "A" Lensth 19,636 fe Exhibit A EXHIBIT "B" CITY OF DOWNEY (Hereinafter referred to as "City ") ENDORSEMENT AND CERTIFICATE OF INSURANCE FOR FRANCHISEES This is to certify that the Company named below has issued to the Named Insured the policy of Comprehensive Liability Insurance identified herein, hereinafter referred to as "Policy," and endorsed said Policy as follows to assure compliance by the Named Insured with the insurance requirements of the City: 1. A combined single limit for Comprehensive Liability (bodily injury or death, or property damage) is not less than $20.000.000 each occurrence. 2. Neither the Policy nor this Endorsement shall be canceled or materially changed until thirty (30) days after receipt by City or written notice of such cancellation or change by registered mail, addressed as follows: City of Downey P.O. Box 7016 11111 Brookshire Avenue Downey, California 90241 Attention: Department of Public Works 3. City, its council, officers, members of boards or commissions and employees are hereby declared to be additional Named Insureds with respect to all claims, actions, damages, liabilities and expenses, including attorney's fees, whether or not caused by their contributing negligence, arising only out of or in connection with the actions to be performed under the agreement executed by the Named Insured and City, including any act or omission of the Named Insured's employees, agents, subcontractors, or their employees. 4. The Policy includes a Severability of Interests (Cross Liability) Clause and shall be primary and non- contributing with any other insurance available to the City. 5. Contractual liability coverage applicable to the contract referred to above, including the obligation to defend City is included. 6. Exclusions relating to property damage arising out of explosion, collapse or underground damage (commonly referred to as "XCU" hazards) are deleted. 7. The Policy provides coverage for, but is not limited to: Owned, Non -Owned and Hired Automobile; Products - Completed Operations; Premises -Operations; and Contractors Protective Liability. This Endorsement is effective when signed by an Authorized Representative of (Date) (Name of Insurance Company) Policy No. , insuring expiring IMPORTANT Name of Agent or Broker Address of Agent or Broker (& phone number) F85 . FRANCAN1URAN9.RN • 9113195 and when issued to City shall be valid and form part of (Name Insured) Authorized Representative The person executing this Certificate is cautioned to make certain that he has authority to execute this Certificate on behalf of the Insurance Company. EXHIBIT A ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DOWNEY GRANTING A FRANCHISE TO ARCO PIPE LINE COMPANY The City Council of the City of Downey does ordain as follows: ,..� SECTION 1. NATURE OF GRANT A. EXTENT OF GRANT: The City of Downey, hereinafter also referred to as "CITY ", hereby grants to ARCO Pipe Line Company, its successors and assigns, hereinafter referred to as "Grantee ", subject to the terms and conditions herein contained, the right, franchise and privilege from time to time, for a period of ten (10) years from and after the effective date of this Ordinance, to install, operate, maintain, replace, abandon in place, and /or remove pipelines for the transportation of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water. mud, steam or other substances transportable by pipelines together with all appurtenances and service connections necessary or convenient to properly maintain and operate said pipelines, including cathodic protection facilities, and also including appurtenances and equipment for power and communication lines necessary or convenient for the Grantee's business, hereinafter collectively called "franchise property ", within the public streets, highways, alleys and other public ways, hereinafter collectively called "streets ", of the City of Downey, as enumerated and described in Exhibit "A ", which is attached hereto and is made a part of this Franchise, and such other "streets" as may be authorized in accordance with the provisions of Subsection B of Section 1 hereof. B. AUTHORIZATION TO USE ADDITIONAL STREETS: Grantee is hereby authorized to use other streets within the City for the purposes for which this Franchise is granted, provided (a) that all facilities constructed and maintained in such other streets shall be subject to all of the provisions of this Franchise; and (b) that the specific location of such facilities be approved by the City Council. SECTION 2. DURATION OF FRANCHISE A. This Franchise shall expire ten (10) years from, and after the effective date hereof unless sooner terminated by ordinance as herein provided. City reserves the right to terminate this Franchise prior to its expiration date in the event: 1. Grantee fails to comply with any of the provisions hereof; provided however, that if such failure to comply shall be due to a cause beyond the control of the Grantee, the Franchise shall not be so terminated; and provided further that this Franchise shall not be so terminated unless the Grantee is given written notice of such noncompliance and Exhibit A Page 2 fails within 30 days of the date of such notice to cure such failure, or if it cannot be fully cured within such period, then to commence and thereafter diligently prosecute to completion the corrective action necessary to cure such noncompliance. Notwithstanding the foregoing, if Grantee's noncompliance is of such kind or nature as to cause a hazard to the public or endanger the public peace, health, safety or general welfare, the City's Director of Public Works may so notify Grantee and reduce the period during which Grantee shall commence the work necessary to correct such noncompliance. In the event the Grantee fails to cure or commence the corrective action within the time specified, as an alternative to terminating this Franchise, the City may do the corrective work at the Grantee's expense. 2. Any provisions hereof become invalid or unenforceable and the City expressly finds that such provisions constitute a consideration material to the granting of this Franchise, then this Franchise may be terminated by the City on ten days written notice. SECTION 3. CONSTRUCTION AND OPERATION A. LOCATION OF FRANCHISE PROPERTY: The location of any Franchise property installed hereunder shall be first approved by the Director of Public Works. B. QUALITY CONTROL: All Franchise property installed and maintained hereunder shall be constructed and maintained in a good workmanlike manner and in conformity with all ordinances, rules or regulations now or hereafter adopted or prescribed by the City, and any other governmental agency having jurisdiction over the pipelines. All pipelines installed shall conform to applicable U.S.A. Standard Code for Pressure Piping, in its latest revision. C. STREET EXCAVATIONS: Grantee shall have the right to make all necessary excavations in the streets for the purposes granted in this Franchise, but nothing herein contained shall relieve Grantee from the provisions of any ordinance or law governing such excavations that may be in force at the time, requiring permits to be obtained for street excavations before such work is commenced. All excavations shall be made and refilled in strict compliance with all City ordinances that may be in effect at the time of the performance of the work and shall be made so as not to interfere unreasonably with the free use of the streets by the public. Exhibit A Page 3 Upon completion of the work for which street excavations are made, all portions of the street which have been excavated or otherwise damaged by such excavation work shall be restored to at least as good a condition as they were in, before the commencement of such work, to the satisfaction of the Director of Public Works. D. EMERGENCY WORK: The Grantee shall promptly repair any leaks or breaks in pipelines and conduits and, if any portion of any street, including appurtenant facilities, shall be damaged by reason of breaks or leaks in pipe or conduit constructed or maintained under this Franchise, the Grantee shall, at its own expense, take immediate steps to repair any such damage and restore such street, including appurtenant facilities, to as good a condition as it was before such break or leak, to the satisfaction of the Director of Public Works. Grantee's obligation under this paragraph shall also include, but not be limited to, removal of all products released, accidently or otherwise from the pipeline and remediation of the contaminated soil in the manner, and to the extent required by applicable Federal, State and local laws and regulations. In the event of any such leak or break in the pipelines or conduits, Grantee shall immediately notify the Downey Fire Department of the nature of the problem with the pipeline and the location. Such emergency repair of Franchise property may be commenced without prior permit provided, however, that Grantee shall, by not later than the next normal working day, apply to the Director of Public Works for a permit authorizing such emergency work. E. CHANGES REQUIRED BY PUBLIC IMPROVEMENTS: If the Director of Public Works shall determine that it is reasonable and necessary that Franchise property be temporarily disconnected, abandoned, temporarily or permanently removed, temporarily or permanently relocated or substitute facilities installed, in order that the City or Community Development Commission of the City of Downey, may relocate, change grade, construct, use, maintain, change or modify any street improvement or City -owned utility facilities, said Director of Public Works shall give notice, in writing to the Grantee. Within 30 days after the service of such notice upon the Grantee, the Grantee shall, at its sole cost and expense, begin and diligently prosecute the necessary work to completion. Upon failure to do so, the Director of Public Works may cause said work to be completed, and the Grantee shall immediately pay for the same upon presentation of an itemized account of the cost thereof. In the event that any Franchise property is required to be abandoned in, or permanently removed, from any street or portion thereof affected, the Director of Public Works shall approve such additional street location or locations as may be necessary to permit the installation of substitute facilities. Exhibit A Page 4 F. ABANDONMENT OF FRANCHISE PROPERTY: The Director of Public Works, upon such terms and conditions as he may determine, may give Grantee permission to abandon, without removing, Franchise property installed under the Franchise. The length of any pipeline or pole line abandoned with such permission shall not be considered in calculating payments due under the Franchise following the date the Director of Public Works or his designated representative has inspected and approved in writing the abandonment work. The ownership of all Franchise property so abandoned shall thereafter vest in the City. G. OPERATIONAL REQUIREMENTS: 1. Within five (5) days after submitting to any governmental agency any report, document or writing concerning the Franchise property (including, but not limited to, reports of incidents, inspection reports, safety reports, or permit applications or documents) Grantee shall submit to the Director of Public Works, true complete and correct copies of such documents. 2. Within five (5) working days of receiving any report, document or other writing concerning the Franchise property from any governmental agency (including, but not limited to permits or approvals, notices of violations or actions, inspection reports, or incident reports) Grantee shall submit true, correct and complete copies thereof to the Director of Public Works. SECTION 4. MAPS AND RECORDS A. Prior to using any Franchise property which has been installed, relocated, or removed, the Grantee shall file with the Director of Public Works, a temporary map, in such form as may be required by the Director of Public Works, showing the location, length, depth and size of such facilities so installed, relocated, removed or abandoned. Within six (6) months following the date in which any Franchise property has been installed, relocated, removed or abandoned under this Franchise, the Grantee shall file a map or maps in such form as may be required by the Director of Public Works showing the precise location, length, depth and size of all such facilities so installed, relocated, removed or abandoned. SECTION 5. COMPENSATION TO THE CITY A. As consideration for the Franchise hereby granted, Grantee shall make annual payment to the City, in lawful money of the United States, at the rate of $0.06 plus any increase in the CPI per nominal internal diameter inch per lineal foot of pipeline maintained in the City's public streets pursuant to this Franchise. The annual Exhibit A Page 5 payments shall be made on /or before the 1st day of March. In the event any facility shall have been subject to the terms of this Franchise for only a fractional part of the preceding year ending December 31, the payment, therefore, shall be computed on the proportion which the number of days in the fractional part bears to 360. The annual payment shall be accompanied by a report showing the lengths of pipelines, pole lines and /or conduits maintained under the Franchise, the nominal internal diameter of the pipelines, the applicable payment rates and the total amount due. The rate of compensation shall be adjusted annually to reflect any annual increase in the Consumer Price Index of the United States Department of Labor for the Los Angeles - Anaheim- Riverside area (CPI -U) for December through December. In no event shall the rate of compensation be reduced. The annual CPI adjustment shall be calculated by multiplying the current Franchise fee each year by the annual increase in the CPI from December through December, and adding the result to the current Franchise fee. SECTION 6. GUARANTEE AND RESPONSIBILITY A. BOND: This Franchise is granted upon the condition that the Grantee shall, at all times during the life of this Franchise, have on file with the City, a Faithful Performance bond running to the City in the sum of TWO HUNDRED THOUSAND DOLLARS (8200,000.00) executed by a reputable surety entitled to do business in the State of California. The said Bond shall contain the conditions that the Grantee shall well and truly observe, fulfill and perform each and every term and condition of ,.� this Franchise, and that in case of any breach of any condition of said Franchise, the whole amount of the sum herein named, shall be taken and deemed to be liquidated damages, and shall be recoverable from the principal and from the sureties upon said Bond. The provisions of this Section shall not exempt the Grantee from compliance with any of the laws of the City in force during the term thereof which required the Grantee to post a bond or deposit other than the deposit required by this Section. In addition to the payment necessary to cure defaults under the Contract, the City shall also be entitled to recover from the Grantee the full and complete cost and expense of all staff time expended in curing the default and securing payment under the Bond, attorneys' fees with resPect to curing the default and securing payment under the Bond and all other costs, fees and expenses incurred by the City in curing the default and obtaining payment under the Bond. In addition, at the time payment is made by the bonding company to the City of all amounts to which the City is entitled, the City shall receive interest on said amount at twelve percent (12%) per annum beginning on the date a notice to cure was submitted to the Franchise. Exhibit A Page 6 The City retains the right to pursue all legal remedies against Grantee for breach of the terms of this Franchise, and the use by the City of the Bond shall not constitute an election by the City to use this remedy to the exclusion of others. B. INDEMNIFICATION: The Grantee, by the acceptance or use of the Franchise hereby granted, agrees to defend indemnify and hold harmless the City, its officers, agents or employees against any and all claims, demands, liabilities, or causes of action which may be asserted, prosecuted or established against them, or any of them, whether meritorious or not, for damage to persons or property, of whatsoever nature, arising out of the use by it of the City streets hereunder or arising out of any of the operations or activities of the Grantee pursuant to this Franchise, whether such damage shall be caused by negligence or otherwise, and Grantee shall reimburse the City, its officers and employees for all expenses, including attorneys' fees, resulting from such claims, liabilities or causes of action or Grantee's default under this Franchise Ordinance. C. INSURANCE: This Franchise is granted on the condition that the Grantee shall furnish an insurance policy in the minimum amount of TWENTY MILLION DOLLARS ($20,000,000) with the City of Downey named as additional insured and provide a certificate of such insurance on the form shown as Exhibit " ". The policy shall be kept in force during the duration of the Franchise. The City shall be notified in writing by registered mail, thirty (30) days prior to any modification or cancellation of said policy. In the event that such policy is not furnished as evidenced by a Certificate of Insurance on the form shown on Exhibit "B ", or if such policy is cancelled for any reason or modified in violation of this Franchise, the City may use any or all of the funds in the Faithful Performance Bond to purchase such insurance on behalf of the City and Grantee. SECTION 7. ASSIGNMENT A. Grantee shall not permit any right or privilege granted by the Franchise to be exercised by another, nor shall the Franchise or any interest therein or any right or privilege thereunder be in whole or in part sold, transferred, leased, assigned or disposed of, except to a corporation acquiring or owning a portion of the assets of the Grantee through consolidation, merger or reorganization, or to a parent or subsidiary of Grantee, without the consent of the City expressed by resolution upon finding that the proposed transferee is capable of carrying out the obligations of the Franchise and has expressly consented in writing to do so; provided, however, that the provisions of the Franchise shall not require any such consent, and no consent shall be required for any transfer by Grantee in trust or by way of mortgage or hypothecation covering all or any part of Grantee's property, which transfer, mortgage or hypothecation shall Exhibit A Page 7 be for the purpose of securing an indebtedness of Grantee or for the purpose of renewing, extending, refunding, retiring, paying or cancelling in whole or in part any such indebtedness at any time or from time to time. Any such sale, lease, assignment or other disposition of this Franchise, whether requiring the consent of the City or otherwise, shall be evidenced by a duly executed instrument in writing filed in the office of the City Clerk within thirty (30) days after such sale, lease, assignment or other disposition. A. This Franchise is granted and shall be held and enjoyed only upon the terms and conditions herein contained, and the Grantee shall, within ten (10) days after the adoption of this Ordinance granting said Franchise, file with the City Clerk of the City of Downey, a written acceptance of such terms and conditions. ATTEST: SECTION 8. ACCEPTANCE SECTION 9. NOTICE Notice to the City shall be sent to Director of Public Works, City of Downey, 11111 Brookshire Avenue, P.O. Box 7016, Downey, CA 90241 -7016. Notice to Franchise Company shall be sent to: ARCO Pipe Line Company, 5900 Cherry Avenue, Long Beach, CA 90805. SECTION 10. EFFECTIVE DATE A. This Ordinance shall take effect on the 31st day after final passage. APPROVED AND ADOPTED this day of , 1995. City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS CITY OF DOWNEY Mayor Exhibit A Page 8 I HEREBY CERTIFY that the foregoing Ordinance No. was introduced at a regular meeting on , 1995, of the City Council of the City of Downey, and adopted at a regular meeting on , 1995, of the City Council of the City of Downey, by the following vote, to wit: FS4w 8/7/95 FRANK/ARCO.ORD AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: City Clerk Exhibit A Line #35 EXHIBIT "A" Location TFB:Idd 044.90 ARCO PIPE LINE COMPANY Size of I.D. Pine I.easth Clark Avenue beginning at the City 4" Gaso 19,659 fm at Foster Road; thence in Clark Avenue, Imperial Highway, Paramount Boulevard, Quill Drive, Old River School Road and Stewart and Gray Road to the West City boundary. Exhibit A ENDORSEMENT AND CERTIFICATE OF INSURANCE FOR FRANCHISEF This is to certify that the Company named below has issued to the Named Insured the policy of Comprehensive Liability Insurance identified herein, hereinafter referred to as "Policy," and endorsed said Policy as follows to assure compliance by the Named Insured with the insurance requirements of the City: expiring 1. A combined single limit for Comprehensive Liability (bodily injury or death, or property damage) is not less than S20.000.00Q each occurrence. 2. Neither the Policy nor this Endorsement shall be canceled or materially changed until thirty (30) days after receipt by City or written notice of such cancellation or change by registered mail, addressed as follows: 3. City, its council, officers, members of boards or commissions and employees are hereby declared to be additional Named Insureds with respect to all claims, actions, damages, liabilities and expenses, including attorney's fees, whether or not caused by their contributing negligence, arising only out of or in connection with the actions to be performed under the agreement executed by the Named Insured and City, including any act or omission of the Named Insured's employees, agents, subcontractors, or their employees. 4. The Policy includes a Severabihity of Interests (Cross Liability) Clause and shall be primary and non- contributing with any other insurance available to the City. 5. Contractual liability coverage applicable to the contract referred to above, including the obligation to defend City is included. 6. Exclusions relating to property damage arising out of explosion, collapse or underground damage (commonly referred to as "XCU" hazards) are deleted. 7. The Policy provides coverage for, but is not limited to: Owned, Non -Owned and Hired Automobile; Products - Completed Operations; Premises - Operations; and Contractors Protective Liability. This Endorsement is effective when signed by an Authorized Representative of (Date) (Name of Insurance Company) Policy No. , insuring IMPORTANT Name of Agent or Broker Address of Agent or Broker (& phone number) Farr" - FlUNK/agURANS.FAM • awes EXHIBIT "B" CITY OF DOWNEY (Hereinafter referred to as "City ") City of Downey P.O. Box 7016 11111 Brookshire Avenue Downey, California 90241 Attention: Departmrnt of Pualic Works and when issued to City shall be valid and form part of (Name Insured) Authorized Representative The person executing this Certificate is cautioned to make certain that he has authority to execute this Certificate on behalf of the Insurance Company.