Bellflower City Council
March 25, 2024

Promissory Note including but not limited to reasonable costs of collection and attorney's fees paid or incurred in connection with the collection or enforcement of this Promissory Note, whether or not suit is filed. In the event suit is brought to enforce this Promissory Note, the prevailing party shall in addition be entitled to costs of suit and such sums as the court may adjudge as attorney's fees.

8. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment.

9. Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs, successors and assigns.

10. Notice. Any notices, requests or approvals given under this Promissory Note by one party to another may be provided as described in the Agreement

11. Compliance with Law. CLAFMA hereby agrees to comply with all ordinances, rules, and regulations of City. Nothing in this Promissory Note is intended to be, nor shall it be deemed to be, a waiver of any ordinance, rule, or regulation of City.

12. Governing Law. This Promissory Note shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Los Angeles, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California.

IN WITNESS WHEREOF, the parties have executed this Note as of the date first above written.
"CLAFMA"
By:

Its
ATTACHMENT NO. 6
PROMISSORY NOTE - PAGE 2 OF 2

ATTACHMENT NO.7

NO FEE DOCUMENT
Recording requested by and
when recorded, mail to:

City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706

NO FEE DOCUMENT PURSUANT TO
GOVERNMENT CODE SECTION 27383

DEED OF TRUST,

ASSIGNMENT OF RENTS, AND SECURITY AGREEMENT

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, AND SECURITY
AGREEMENT C'Deed of Trust") is made as of this day of , 2014, by THE COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION, a California non-profit corporation ("Trustor"), to Title Company, as trustee ("Trustee"), for the benefit of the City of Bellflower, a public body, corporate and politic (`Beneficiary").

GRANT IN TRUST

1. GRANT. Trustor, in consideration of the indebtedness referred to below, hereby irrevocably grants and conveys to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, all of Trustor's interest in the property located at 9834 Flora Vista in the City of Bellflower, California (the "Property"), as more particularly described in the attached Exhibit A, incorporated herein by this reference; TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property; all buildings, structures, fixtures, improvements, signs, and landscaping now or hereafter erected or located on the Property, including all equipment and machinery used for supplying or distributing heating, cooling, electricity, gas, water, air, and light, all plumbing and bathroom fixtures, all security and access control equipment, fire prevention and extinguishment equipment, elevators, floor coverings, window coverings, panelling, cabinets, (provided, however, that Trustor shall have the right to remove, if necessary, such fixtures, furnishings, and equipment for the purpose of replacement with similar items of the same quality performing the same functions, which replacements shall themselves become part of this grant); all building material and equipment either now or hereafter delivered to the Property and intended to be installed therein whether or not located on the Property; all reserves, accounts, deferred payments, and refunds relating to development on

the Property; all rents and income generated by the Property or improvements thereon (subject however to the assignment of rents to Beneficiary contained herein); all leases, subleases and rental agreements covering the Property or any portion thereof now existing or hereafter entered into, and all interests of Trustor in security deposits, advance rentals, accounts, or payments of similar nature with respect to such leases, subleases, or rental agreements; all easements and rights -of -way appurtenant to the Property, including parking and recreational easements, and all interests of Trustor in any land lying within the right-of-way of any street, sidewalks, and areas of land adjacent to or used in connection with the Property; all development rights and credits, air rights, water rights, and oil, gas or mineral rights with respect to the Property; all claims or demands with respect to insurance proceeds, and all awards made for a taking by eminent domain; all interests and rights in any private or government grants, subsidies, loans, or other financing with respect to development on the Property; all interests in personal property used in and about the Property (except furniture and other personal property of occupants of structures on the Property); all intangible property and rights relating to the Property or operations on the Property; all government permits, approvals, and map rights related to construction on the Property; all architectural, structural, and mechanical plans, specifications, designs, studies, and data with respect to construction of improvements on the Property; all environmental tests, studies and reports with respect to the Property; all current and future claims and rights of action of Trustor against prior owners and operators of the Property, neighboring property owners and operators, tenants and former tenants, consultants, advisors, and other third parties with respect to environmental or Hazardous Materials contamination and cleanup of the Property under any federal, state, or local ordinances, statutes, regulations, or administrative decisions or common law.

All of the foregoing, together with the Property, is herein referred to as the "Security."

OBLIGATIONS SECURED

2. OBLIGATIONS. Trustor makes this grant for the purpose of securing the following obligations:

A. Payment of the indebtedness of Trustor to Beneficiary in the principal sum of Three Hundred Twenty-five Thousand Dollars ($325,000.00), evidenced by Attachment No. 6 of the Disposition and Development Agreement executed by Trustor and dated 2014 (the "DDA"), on file at the offices of Beneficiary and hereby incorporated by reference into this Deed of Trust (the "Note"); and B. Payment of any sums advanced by Beneficiary to protect the security and priority of this Deed of Trust; and
C. Payment of any sums advanced by Beneficiary following a breach of Trustor's obligation to advance the sums and the expiration of any applicable cure period, with interest thereon as provided herein; and
Attachment No. 7

D. Performance of every obligation, covenant or agreement of Trustor contained in this Deed of Trust, the Note, the DDA, all exhibits to the DDA, including the License and Operating Agreement and all modifications, extensions and renewals of those obligations, covenants or agreements; and
E. Performance of any other obligation or repayment of any other indebtedness of Trustor to Beneficiary, where such evidence of obligation or indebtedness specifically recites that it is secured by this Deed of Trust; and
F. Performance of any obligations of Trustor in any other agreements with respect to financing of development of the Property or the Security the absence of which would adversely affect Beneficiary, whether or not Beneficiary is a party to such agreements.

ABSOLUTE ASSIGNMENT OF RENTS AND RIGHT TO POSSESSION

3. ASSIGNMENT. As additional security, Trustor hereby assigns to Beneficiary: (a) all of the rents, revenues, profits, and income from the Security, any deposits now or hereafter in Trustor's possession which have been collected with respect to the Security, and any reserve or capital funds now or hereafter held by Trustor with respect to construction or operation of the Security (collectively, the "Rents"); and (b) the right to enter, take possession of, and manage the Security; provided however that Trustor shall have, before an Event of Default, the exclusive right to possess the Security and to collect Rents and use them in accordance with the documents described in Section 2.D. above (collectively, the "Loan Documents"). This assignment is intended to be an absolute and present transfer of Trustor's interest in existing and future Rents, effective as of the date of this Deed of Trust.

4. ENFORCEMENT. Upon the happening of an Event of Default which remains uncured after expiration of the applicable cure period pursuant to the terms of the DDA or other Loan Documents, Beneficiary may, in addition to other rights and remedies permitted by the DDA, this Deed of Trust, or applicable law: (a) enter upon, take possession of, and manage the Security, either in person as a mortgagee -in -possession, by agent, or by a receiver appointed by a court, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Security, (b) collect all Rents, including those past due and unpaid, and apply the same to pay for the costs and expenses of operation of the Security, including attorneys' fees, and pay off any indebtedness secured by this Deed of Trust, all in such order as Beneficiary may determine, (c) enter upon and take possession of the Security, and complete construction of any improvements on the Security as provided for in the Plans and .Specifications approved under the DDA or any modifications to the Plans and Specifications or the Development that Beneficiary in its sole discretion believes is appropriate, and/or (d) Beneficiary may make, cancel, enforce, and modify leases and rental agreements, obtain and evict tenants, set and modify rent terms, sue for rents due, enter into, modify, or terminate any contracts or agreements, or take any legal action, as it deems necessary with respect to the Rents or to development or operation of the Security, subject to the rent restrictions imposed against the Property.

Attachment No. 7

5. APPOINTMENT OF A RECEIVER. in any action to enforce this assignment, Beneficiary may apply for the appointment of a receiver to take possession of the Security and take whatever measures are necessary to preserve and manage the Security for the benefit of Beneficiary and the public interest. Trustor hereby consents to the appointment of a receiver.

The receiver shall have all of the authority over the Security that Beneficiary would have if Beneficiary took possession of the Security under this assignment as a mortgagee -in -possession, including the right to collect and apply Rents and the right to complete construction of improvements.

6. NO WAIVER OF POWER OF SALE. The entering upon and taking possession of the Security and the collection of Rents shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or notice of default and, notwithstanding the continuance in possession of the Security or the collection and application of Rents, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by law upon occurrence of any Event of Default, including the right to exercise the power of sale.

COMMERCIAL CODE SECURITY AGREEMENT-

7. GRANT. This Deed of Trust is intended to be a security agreement and financing statement pursuant to the California Commercial Code for any of the items specified above as part of the Security which under applicable law may be subject to a security interest'pursuant to the Commercial Code, and Trustor hereby grants Beneficiary a security interest in said items.

Beneficiary may file a copy of this Deed of Trust in the real estate records or other appropriate index as a financing statement for any of the items specified as part of the Security. Trustor shall execute and deliver to Beneficiary at Beneficiary's request any financing statements, as well as extensions, renewals, and amendments thereof, and copies of this instrument in such form as Beneficiary may require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and shall pay all reasonable costs of any record searches for financing statements and releases. Without the prior written consent of Beneficiary, Trustor shall not create or permit any other security interest in said items. This Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the California Commercial Code.

S. REMEDIES. Upon Trustor's breach of any obligation or agreement in the Loan Documents, after expiration of any applicable cure period, Beneficiary shall have the remedies of a secured party under the Commercial Code and at Beneficiary's option may also invoke the remedies provided for elsewhere in this Deed of Trust with respect to said items. Beneficiary may proceed against the items of real property and personal property specified above separately or together and in any order whatsoever.

RIGHTS AND OBLIGATIONS OF TRUSTOR

9. PERFORMANCE OF SECURED OBLIGATION. Trustor shall promptly perform each obligation secured by this Deed of Trust in accordance with the Loan Documents.

Attachment No. 7

14. PAYMENT OF PRINCIPAL AND INTEREST. Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Note. -

11. MAINTENANCE OF THE SECURITY. Trustor shall, at the Trustor's own expense, maintain and preserve the Security or cause the Security to be maintained and preserved in good condition, in good repair, and in a decent, safe, sanitary, habitable and tenantable condition. Trustor shall not cause or permit any violations of any laws, ordinances, regulations, covenants, conditions, restrictions, or equitable servitudes as they pertain to improvements, alterations, maintenance or demolition on the Security. Trustor shall not commit or permit waste on or to the Security. Trustor shall not abandon the Security. Beneficiary shall have no responsibility over maintenance of the Security. In the event Trustor fails to maintain the Security in accordance with the standards in this Deed of Trust or the DDA, Beneficiary and after any applicable cure periods, may, but shall be under no obligation to, make such repairs or replacements as are necessary and provide for payment thereof. Any amount so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of interest as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust.

12. INSPECTION OF THE SECURITY. Trustor shall permit Beneficiary to enter and inspect the Security during normal business hours for compliance with these obligations upon at least 24 hours advance notice,of such visit by Beneficiary to Trustor or Trustor's management agent.

13. LIENS, ENCUMBRANCES, AND CHARGES. Trustor shall discharge any lien or encumbrance not approved by Beneficiary in writing that may attain priority over this Deed of Trust, as provided for in the DDA.

14. DEFENSE AND NOTICE OF CLAIMS AND ACTIONS. Trustor shall appear in and defend, at its own expense, any action or proceeding purporting to affect the Security and/or the rights of Beneficiary. Trustor shall give Beneficiary and Trustee prompt notice in writing of the assertion of any claim, of the filing of any action or proceeding and of any condemnation offer or action with respect to the Security upon Trustor's receipt of notice thereof.

15. SUITS TO PROTECT THE SECURITY. Beneficiary shall have power to institute and maintain such suits and proceedings as it may deem expedient (a) to prevent any impairment of the Security or the rights of Beneficiary, (b) to preserve or protect its interest in the Security and in the Rents, and (c) to restrain the enforcement of or compliance with any governmental legislation, regulation, or order, if the enforcement of or compliance with such legislation, regulation, or order would impair the Security or be prejudicial to the interest of Beneficiary.

16. DAMAGE TO SECURITY. Trustor shall give Beneficiary and Trustee prompt notice in writing of any damage to the Security. If any building or improvements erected on the Property is damaged or destroyed by an insurable cause, Trustor shall, at its cost and expense, repair or restore said buildings and improvements consistent with the original plans and Attachment No. 7

specifications if Trustor reasonably determines that such restoration .or repair is economically ' feasible. Such work or repair shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be complete within one year thereafter. Subject to Trustor's election to rebuild, all insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, Trustor shall make up the deficiency.

17. TITLE. Trustor warrants that Trustor lawfully has legal title to the Security without any limitation on the right to encumber other than those limitations set forth in the Loan Documents or other financing documents approved by Beneficiary.

18. GRANTING OF EASEMENTS. Trustor may not grant easements, licenses, rights - of -way or other rights or privileges in the nature of easements with respect to the Security except those required or desirable for installation and maintenance of public utilities including water, gas, electricity, sewer, cable television, telephone, or those required by law.

19. TAXES AND LEVIES. Trustor shall pay prior to delinquency, all taxes, fees, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security. However, Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any contested liabilities. In the event that Trustor fails to pay any of the foregoing items, Beneficiary may, but shall be under no obligation to, pay the same, after Beneficiary has notified Trustor of such failure to pay and Trustor fails to fully pay such items within seven business days after receipt of such notice. Any amount so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of interest as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust.

20. INSURANCE. Trustor shall provide such insurance as required under the DDA. In the event Trustor fails to maintain the full insurance coverage required by this Deed of Trust, Beneficiary, after at least seven business days prior notice to Trustor, may, but shall be under no obligation to, take out the required policies of insurance and pay the premiums on such policies.

Any amount -so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of indebtedness as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust.

21. CONDEMNATION. Subject to the rights of any senior lienholders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of taking all or any part of or interest in the Security under assertion of the power of eminent domain ("Funds") are hereby assigned to and shall be paid to Beneficiary. Beneficiary is authorized (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part Attachment No. 7
Page d of 12

upon any indebtedness or obligation secured hereby, in such order and manner as Beneficiary shall determine at its sole option. All or any part of the amounts so collected and recovered by Beneficiary may be released to Trustor upon such conditions as Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust.

Notwithstanding anything to the contrary set forth herein, Beneficiary shall, prior to the application of the Funds or any portion thereof to the indebtedness or other obligations, apply such portion of the Funds as is reasonable and necessary to repair and preserve the value, marketability and rentability of the Security. Trustor shall have the right to rebuild the Development, and to use all available condemnation proceeds therefor, provided that (a) such proceeds are sufficient to keep the Loans in balance and rebuild the Development in a manner that provides adequate security to Beneficiary for repayment of the Loans or, if such proceeds are insufficient or such security is inadequate, then Trustor shall have funded any deficiency and/or provided additional security; (b) Beneficiary shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement; and (c) no material default then exists under the Loan Documents other than any default which is a direct result of the condemnation.

22. ACCELERATION ON TRANSFER OF SECURITY; ASSUMPTION. In the event that Trustor, without the prior written consent of the Beneficiary, sells, agrees to sell, transfers, or conveys its interest in the Security or any part thereof or interest therein, Beneficiary may at its option declare all sums secured by this Deed of Trust to be immediately due and payable. This option shall not apply in case of.

A. The grant of a leasehold interest to qualifying households who will occupy units in the Development as provided for under the Loan Documents; or B. Sale or transfer of fixtures or personal property pursuant to the grant provisions in this Deed of Trust. Consent to one sale or transfer shall not be deemed to be a waiver of the right to require such consent to fixture or successive transactions; or C. transfers of Trustor's limited partner interests.

23. RECONVEYANCE BY TRUSTEE. This trust is intended to continue for the entire term of the Loan. Upon written request of Beneficiary stating that all sums secured by this Deed of Trust have been paid and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

DEFAULT AND REMEDIES

24. EVENTS OF DEFAULT. Any of the events listed in the DDA as an Event of Default shall also constitute an Event of Default under this Deed of Trust.

Attachment No. 7

25. ACCELERATION OF MATURITY. Upon the happening of an Event of Default which has not been cured within the times and in the manner provided in the DDA, Beneficiary may declare all sums advanced to Trustor under the Note and this Deed of Trust immediately due and payable.

26. BENEFICIARY'S REMEDIES. Upon the happening of an Event of Default which has not been cured within the times and in the manner provided in the DDA, Beneficiary may, in addition to other rights and remedies permitted by the DDA, the Note, or applicable law, proceed with any or all of the following remedies;
A. Enforce the assignment of rents and right to possession as provided for in this Deed of Trust, and/or seek appointment of a receiver to take over possession of the Security and collect Rents;
B. Enter the Security and take any actions necessary in its judgment to complete construction on the Security, either in person or through a receiver appointed by a court; C. Disburse from the Loans' proceeds any amount necessary to cure any Monetary Default under this Deed of Trust, the DDA, or the Note; D. Commence an action to foreclose this Deed of Trust pursuant to California Code of Civil Procedure Section 725(a) et M. as amended, and/or seek appointment of a receiver from a court of competent jurisdiction with the authority to protect Beneficiary's interests in the Security, including the authority to complete construction of improvements;
E. Deliver to Trustee a written declaration of Default and demand for sale, and a written Notice of Default and election to cause Trustor's interest in the Security to be sold and exercise its power of sale as provided for below; or F. Pursue any other rights and remedies allowed at law or in equity.

27. FORECLOSURE BY POWER OF SALE. Should Beneficiary elect to foreclose by exercise of the power of sale contained in this Deed of Trust, Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust (the deposit of which shall be deemed to constitute evidence that the unpaid sums disbursed under the Note are immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require.

Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items Attachment No. 7

as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by Trustor, at public auction to the -highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to the purchaser its deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee, or Beneficiary, may purchase at the sale.

Trustee may postpone the sale of all or any portion of the property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

28. APPLICATION OF SALE PROCEEDS. After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale as follows: first, to the payment of all sums then secured by this Deed of Trust, in such order and amounts as Beneficiary in its sole discretion determines; and second, the remainder, if any, to the person or persons legally entitled thereto:

29. REMEDIES CUMULATIVE. No right, power or remedy conferred upon or reserved to Beneficiary by this Deed of Trust is intended to be exclusive of any other rights, powers or remedies, but each such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity.

GENERAL PROVISIONS

30. GOVERNING LAW. This Deed of Trust shall be interpreted under and governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law.

31. STATEMENT OF OBLIGATION. Beneficiary may collect a fee not to exceed the maximum allowable under applicable law for furnishing a statement of obligations as provided in the California Civil Code.

32. CONSENTS AND APPROVALS. Any consent or approval of Beneficiary required under this Deed of Trust shall not be unreasonably withheld.

33. TIME. Time is of the essence in this Deed of Trust.

34. NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between Trustor and Beneficiary shall be sufficiently given and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the principal offices of Trustor and Beneficiary as follows:

Attachment No. 7

BENEFICIARY: City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attention. City Manager
TRUSTOR: County of Los Angeles Fire Museum Association, Inc., a California non-profit corporation
9834 Flora Vista Street
Bellflower, CA 90706
Attention: Paul Schneider, President

35. BINDING UPON SUCCESSORS. All provisions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors -in - interest, transferees, and assigns of Trustor, Trustee, and Beneficiary.

36. WAIVER. Any waiver by Beneficiary of any obligation of Trustor in this Deed of Trust must be in writing. No waiver will be implied from any delay or failure by Bend iciary to take action on any breach or default of Trustor or to pursue any remedy allowed under the Deed of Trust or applicable law. Any extension of time granted to Trustor to perform any obligation under this Deed of Trust shall not operate as a waiver or release Trustor from any of its obligations under this Deed of Trust. Consent by Beneficiary to any act or omission by Trustor shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's written consent to future waivers.

37. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Deed of Trust must be in writing, and shall be made only if mutually agreed upon by Beneficiary and Trustor.

38. DDA CONTROLS. If there is any contradiction between this instrument and the DDA, the terms of the DDA shall control, except that Trustor shall have no defense or claim that this instrument does not establish a valid lien on the Property or the Security.

39. DEFINITIONS. Capitalized terms not otherwise defined in this Deed of Trust shall have the same meaning as defined terms in the DDA.

40. PROOFS OF CLAIM, In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, recomposition or other proceedings affecting Trustor, its creditors or its property, Trustee, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by Trustor hereunder after such date.

Attachment No. 7

41. SEVERABILITY. Every provision of this Deed of Trust is intended to be severable.

If any term or provision of.this Deed of Trust is declared to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the legality, validity, and enforceability of the remaining provisions shall not be affected. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt and all payments made on the debt (whether voluntary or under foreclosure or other enforcement action or procedure) shall be considered to have been first paid or applied to the payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

42. SUBSTITUTION OF TRUSTEES. Beneficiary may from time to time appoint another trustee to act in the place and stead of Trustee or any successor. Upon such appointment and without conveyance, the successor trustee shall be vested with all title, powers, and duties conferred upon Trustee.

43. ACCEPTANCE BY TRUSTEE. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.

44. NONRECOURSE OBLIGATION. Except as expressly provided in the second paragraph of this section, the Trustor, and the Trustor's partners, officers, directors, employees and agents shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Note or the performance of the covenants of the Trustor under the Deed of Trust securing the Note. The sole recourse of the Beneficiary with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note.

However, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Beneficiary, or (b) be deemed in any way to impair the right of the Beneficiary to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Trustor of personal liability for (a) fraud or willful misrepresentation; (b) the -failure to pay taxes, assessments or other charges (which are not contested by Trustor in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (c) the fair market value of any personal property or fixtures removed or disposed of by Trustor other than in accordance with the Deed of Trust; (d) the misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; (e) the Trustor's indemnification obligations under the DDA; and (f) payment to the Beneficiary of any rental income or other income arising with respect to the Property received by the Trustor after the Beneficiary has given notice to the Attachment No. 7

Trustor of the occurrence of an Event of Default, subject to the rights of any lender providing a loan secured by the Property to which the Beneficiary has subordinated the Deed of Trust.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written.

TRUSTOR:

County of Los Angeles Fire Museum Association,
Inc., a California non-profit corporation
Dated: , 2014 By:

Dated: , 2014 By:

Its
President
[TRUSTOR'S SIGNATURE MUST BE ACKNOWLEDGED]
Attachment No. 7

EXHIBIT A
Legal Description of the Property
All that certain Land situated in the State of California in the County of Los Angeles, described as follows:

Real property in the City of Bellflower, County of Los Angeles, State of California, described as follows:

Parcel A:

Parcel 2, of Parcel Map No. 17466, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 189 Page(s) 41 and 42 of Parcel Maps, in the office of the County Recorder of said county.

Parcel B:

That portion of Lot 1, 2 and 14, Block, 15, of California Cooperative Colony Tract, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 21 Page(s) 15 of Miscellaneous Records, in the office of the County Recorder of said county, described as follows:

Beginning at the Northeasterly corner of the land described in Parcel 2 in the deed of easement to the County of Los Angeles recorded in Book 11090 Page 55 Official Records of said County, said Northeasterly corner being the Northeasterly line of the strip of land 200 feet wide, described in the deed to Pacific Electric Land Company recorded in Book 2474 Page 275 of Deeds, in the office of the County Recorder of said county; thence Southeasterly along the said Northeasterly line of a distance of 300 feet to the true point of beginning; thence Southwesterly at right angles with said Northeasterly line, a distance of 120 feet; thence Southeasterly parallel with the said Northeasterly line a distance of 80 feet; thence Northeasterly at right angles with the said Northeasterly line, a distance of 120 feet to the said Northeasterly line; thence Northwesterly thereon 80 feet to the true point of beginning.

APN: 7109-009-904
Street Address: 9834 Flora Vista Street

ATTACHMENT NO. 8

LICENSE AND OPERATING AGREEMENT

FOR FIRE MUSEUM
This License and Operating Agreement ("this License") is made and entered into by and between the City of Bellflower, a municipal corporation, ("Licensor") and the Los Angeles County Fire Museum Association, a California non-profit corporation ("Licensee").

WHEREAS, Licensor is constructing a two-story community events facility located at 16400-16412 Bellflower Boulevard, the first floor of which is illustrated on the attached Exhibit A (the "Event Center");
WHEREAS, Licensor and Licensee have entered into that certain disposition and development agreement date , 2014, whereby Licensor agrees to sell and Licensee agrees to purchase real property from Licensor located at 9834 Flora Vista Street (the "DDA");
WHEREAS, as one of the conditions of that for sale and purchase, Licensee has agreed to construct, maintain and operate a state of the art facility for showcasing historic and current fire apparatus, dioramas, equipment and other firefighting memorabilia (the "Fire Museum") on the first floor of the Event Center; and
WHEREAS, the purpose of this License is to memorialize the understandings between Licensor and Licensee, regarding the construction, operation and maintenance of the Fire Museum.

Now, therefore, Licensor and Licensee agree as follow:

1. GRANT OF LICENSE: Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor a license to construct, operate and maintain the Fire Museum on the first floor of the Event Center, subject to all of the terms and conditions of this License.

2. USE: Licensee shall have permission to use of the Fire Museum pursuant to the following:
(a) Within one hundred eighty (180) days after the effective date of this License, Licensee shall submit to Licensor's Planning Department plans necessary for issuance of a building permit for the improvements Licensee must install for the Fire Museum to be a fully operational publicly accessible destination facility (the "Fire Museum Improvements").
(b) For period of at least twenty (20) full calendar years after the Fire Museum is open for public use, which date shall be memorialized by a letter from Licensor's City Manage to Licensee's President, Licensee shall display and maintain historic and current fire -I-

apparatus, dioramas, equipment and other firefighting memorabilia (the "Fire Museum Displays").
(c) Licensee shall commence and complete construction of the Fire Museum Improvements on or before dates mutually agreed to by the parties (the "Schedule"). Those dates shall be memorialized by a letter from Licensor's City Manage to Licensee's President. The Schedule shall, at a minimum, (i) provide for commencement (as defined below) of the Fire Museum Improvements by a date certain that is no more than ninety (90) days after Licensee is allowed to access the Fire Museum and Event Center building to commence the installation of the Fire Museum Improvements (the "Fire Museum Improvements Commencement Date"), (ii) provide for completion (as defined below) of the Fire Museum Improvements by a date certain that is no more than one hundred twenty (120) days after the Fire Museum Improvements Commencement Date and (iii) allow public access to the Fire Museum within thirty (30) days after Licensor's issuance of Certificate of Occupancy for the Fire Museum. For purposes of this License, "commencement" shall mean when Licensee has expended at least Fifty Thousand Dollars ($50,000.00) on hard construction costs for the Fire Museum Improvements of Licensee has completed actual construction activities for the Fire Museum Improvements equal in value to at least Fifty Thousand Dollars ($50,000.00). For purposes of this License, "completion" shall mean when Licensee is entitled to receive a Certificate of Occupancy for the Fire Museum. The Fire Museum Improvements and exhibit display construction may occur and continue after the Fire Museum has been made accessible to the public. (d) Licensee shall be solely responsible for all costs incurred as a result of the Fire Museum Improvements and exhibit display construction.
(e) Licensee shall make the Fire Museum available for public access at least five days per week for a minimum of six hours per day, which shall include the hours of 3:00 p.m. through 7:00 p.m. After six months of operation of Fire Museum, Licensee and City shall review hours of operations and may adjust hours of operations upon written consent of both parties.
(f) Licensee shall be solely responsible for all utility costs and custodial maintenance for the Fire Museum. Separate utility meters will be installed for the Fire Museum as a component of Licensor's construction plans for the Event Center. (g) Licensee shall ensure a visible presence of the Fire Museum during community events, such as the Bellflower Car Show, the Streetfests, Food Trucks & Flicks and similar activities conducted on Bellflower Boulevard between Flora Vista and Flower Streets.

Such presence shall, at a minimum, include displaying three or more historical fire vehicles on the public right-of-way abutting the Fire Museum entrance. (h) At no cost to Licensor or the attendees, Licensee shall make the Fire Museum display area available for a designated number of Licensor -sponsored events per calendar year (such as Gateway COG receptions, Contract Cities' receptions or other designated Attachment No. 8
License and Operating Agreement
-2-

Licensor -sponsored events). Licensor would be responsible for all other costs associated with those events. The designated number shall be mutually agreed to, but shall not be less than six per calendar year and no more frequently than one every two calendar months. (i) Licensee may use the Fire Museum for Licensee sponsored events without being required to utilize the other portions of the Event Center. Licensee shall have a right of first refusal for use of the Event Center on the 1" Saturday in December of every year. Licensee shall coordinate with Event Center Caterer on use of the 2"d Floor of the Event Center for all other events hosted by the Licensee. Licensee and Caterer shall provide each other with reasonable notice in the event, of a booking or intent to book use of the 2"d Floor of the Event Center. Licensee may use its own caterer for Licensee events held solely on the 1St Floor.
0) Licensee and Licensor shall have joint access to the theater and conference center areas of the Event Center, as mutually agreed to between Licensee and Licensoe's City Manager with the understanding Licensoe's caterer may require access to those areas as well.
(k) Licensee shall have permission to utilized adjoining public areas, such as the abutting parking lot and Pacific Avenue right-of=way, for a certain number of events per calendar year, such as musters or drills, as mutually agreed to by Licensoe's City Manager. Such events shall be subject to approval of Temporary Use Permits, issued by Licensor in its governmental capacity, but without a requirement to pay a fee for processing of those permits.
(1) Licensee is not precluded from requesting use of the Event Center and Licensor shall process such requests in a manner similar to how other members of the public may request that use.
(m) Except as otherwise stated herein, the parties agree Licensee's use of the Fire Museum for the Permitted Uses shall be exclusive of any other use or user. (n) Licensee shall negotiate with the Event Center Caterer a fee for use of catered events on the 1st Floor of the Event Center.
(o) Licensee shall grant City use of 1" Floor of the Event Center for one (1) event per year provided City gives Licensee sixty (60) days notice prior to the date of the event.

3. COMPLIANCE WITH ALL LEGAL REQUIREMENTS: In connection with the Permitted Uses, Licensee shall comply with all applicable Federal, State and local laws rules and regulations, including payment of local business taxes, if applicable.

Attachment No. 8
License and Operating Agreement
-3-

4. EFFECTIVE DATE OF LICENSE: This License shall be effective on the date this License has been signed on behalf of Licensor, as long as it has also been signed on behalf of Licensee.

5. TERM: The term of this License shall be for the period from the Effective Date, until December 31, 2034, (the "Term") or termination pursuant to Paragraph 16, below.

6. FEES. Licensee shall pay the following to Licensor for this License:
(a) a fee for this License in the amount of Twenty-five Thousand Dollars ($25,000.00) per full calendar year this License is in effect (the "License Fee"). The License Fee shall be paid on or before January 15th of each year this License is in effect and if this License is terminated before the end of a calendar year,. Licensee shall not be entitled to reimbursement for the payment of the License Fee. The parties understand and agree, if, on or before December 1, 2014, Licensor receives a disbursement, or commitment of a disbursement, of Five Hundred Thousand Dollard ($500,000.00) from Los Angeles County Supervisor Don Knabe for the purposes of the Fire Museum, then that amount shall be credited toward the License Fee at the rate of Twenty-five Thousand Dollars ($25,000) per full calendar year the License Fee would be due; and
(b) a per month maintenance fee amount to be determined by mutual agreement of the parties no later than thirty (30) days of issuance of Certificate of Occupancy for Licensee's portion of the use of ground floor lobby, theater, conference room, restroom, monthly maintenance of fire sprinkler system, and five year of inspection of fire sprinkler system (the "Maintenance Fee"), ,commencing with the first full calendar month after the Event Center is open to the public, which date shall be memorialized by a letter from Licensor's City Manage to Licensee's President, and the first day of each calendar month thereafter while this License is in effect.

7. OPERATION COSTS: Licensee shall be responsible for all costs -related to its operation of the Fire Museum.

8. MAINTENANCE: Licensee shall be responsible to maintain the Fire Museum and those portions of the Premises used in conjunction with an activity conducted by Licensee at the Fire Museum in a clean and presentable manner and keep the area abutting the Premises free from waste, debris, trash and other rubbish. Upon termination this License for any reason, Licensee shall leave the Premises free from waste, debris, trash and other rubbish and in a good condition, subject to normal wear and tear.

9. SIGNS: Any and all signs installed or used by Licensee that are visible to the public from outside the Premises shall not be installed or used without the prior written approval of Licensor's City •Manager, and subject to all applicable Licensor zoning laws, rules and regulations and all required land use Licensor approvals and permits shall be obtained.

Attachment No. $
License and Operating Agreement
-4-

10. IMPROVEMENTS: Licensee shall not make any improvements to the Fire Museum without prior approval from Licensor's Director of Planning and Building Official, as required. Upon termination of this License for any reason, any permanent or fixed improvements of any kind installed by or on behalf of Licensee shall become the property of Licensor at no cost whatsoever, including any damages for condemnation, inverse condemnation or relocation benefits or loss of goodwill.

11. LICENSEE OBLIGATIONS: Termination of this Licensee shall not terminate Licensee's obligations pursuant to Paragraphs 10, 12, 13, 15, 16 and 18.

12. TAXABLE INTEREST: This License is not intended to create any interest in real property. If it is determined, by a governmental agency dually authorized to make such decision, this License creates any taxable interest, including, but not limited to, a possessory interest, then Licensee shall be solely responsible to pay such taxes to the extent such taxes are required by law to be paid.

13. HOLD HARMLESS: Licensee agrees to and hereby does hold harmless, indemnify and - defend Licensor and its officers, agents and employees ("Indemnitees") from any claim, judgment, liability, award, damages, loss or expense, including reasonable attorney's fees and court costs, arising out of or related to the use of the Premises'by Licensee, including, but not limited to, any hazardous materials releases; provided, that Licensee's obligation to indemnify and hold harmless ' shall apply only to the extent Licensee, its officers, employees or agents caused the claim, loss or expense. For purposes of this License, hazardous materials shall mean any materials as defined by State or Federal laws.

14. INSURANCE: Without limiting the obligation set forth in the immediately preceding sentence, during the term of this License Licensee shall provide evidence of insurance as provided in Exhibit B. In addition, prior to commencement of construction of the Fire Museum and until that construction is completed, Licensee shall provide Licensor an All - Risk Builder's policy in an amount appropriate for the Fire Museum construction, as reasonably determined by City's Building Official.

15. NO LIENS ON PREMISES: Licensee shall not permit or suffer any mechanic's or materialman's or other lien of any kind or nature to be recorded or enforced against the Premises for any work done or materials furnished thereon at the instance of requirement of or on behalf of Licensee; and Licensee agrees to indemnify and hold harmless Licensor and the Premises against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with such work done, labor performed or material furnished in connection with Licensee's use of the Premises.

16. RIGHT TO TERMINATE/NO DISPLACEMENT LIABILITY: Either party shall have the right to terminate this License, with or without cause, upon one hundred twenty -days' (120- days') written notice to the non -terminating party. Licensor shall not be liable (i) for any displacement or- relocation benefits or expenses experienced by Licensee, (ii) for reimbursement for any improvements installed by Licensee or (iii) for any damages in Attachment No. 8
License and Operating Agreement
-S-

condemnation, inverse condemnation, loss of goodwill or other legal or equitable bases resulting, directly or indirectly, from any action or inaction of or on behalf of Licensor that may be in any way connected with any termination of this License for any reason or any relocation of Licensee from the Premises for any reason.

17. GOVERNING LAW: The terms of this License shall be interpreted according to the laws of the State of California. If arises out of this License, then venue shall be in the Superior Court of Los Angeles County.

18. LITIGATION FEES: If either party commences action against the other party arising out of or in connection with this License, then the prevailing parry shall be entitled to have and recover from the other parry reasonable attorneys' fees and costs of suit.

19. TRANSFERABILITY AND ASSIGNABILITY: The License is neither transferable nor assignable by Licensee without the written consent of Licensor.

20. NOTICES: All notices given or required to be given pursuant to this License shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed as follows:

To Licensor:

City of Bellflower
Attn: City Manager
16600 Civic Center Drive
Bellflower, CA 90706
To Licensee:

County of Los Angeles Fire Museum Association
Attn: President
9834 Flora Vista Street
Bellflower, CA 90706

21. ENTIRE AGREEMENT: This License (i) constitutes the entire agreement of the parties hereto relating to the use, operation and maintenance of the Premises and (ii) shall supersede any and all prior written or oral negotiations or agreements of the parties relating to the Premises. This License shall not be modified in any particular except by a written amendment duly executed by the parties.

Dated:

LICENSEE
Its
Attachment No. 8
License and Operating Agreement
-6-

Dated: By:

Its
APPROVED AS TO FORM:

LAW OFFICES OF CHRISTOPHER R. MALLICOAT
IN
Christopher R. Mallicoat, Attorney at Law
Dated:

LICENSOR
:

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
LE
Joseph W. Pannone, City Attorney
Jeffrey L. Stewart, City Manager
Attachment No. S
License and Operating Agreement
_7_

EXHIBIT A

FIRE MUSEUM AREA
(Immediately behind this page)

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EXHIBIT R

INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Agreement, Licensee will maintain insurance in conformance with the requirements set forth below. Licensee will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, then Licensee agrees to amend, supplement or endorse the existing coverage to do so. Licensee acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Licensor in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to Licensor.

Licensee shall provide the following types and amounts of insurance:

Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy from CG 00 01 or an acceptable equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence.

Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including symbol 1 (Any Auto) or an acceptable equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Licensee owns no vehicles, then this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Licensee or Licensee's employees will use personal autos in any way on this project, then Licensee shall provide evidence of personal auto liability coverage for each such person.

Property Damage Insurance in an amount of not less than $1,000,000 for damage to the property of each person on account of any one occurrence.

Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits.

Insurance procured pursuant to these requirements shall be written by insurer that are admitted carriers in the state California and with an A.M. Bests rating of A- or better and a minimum financial size VII.

General conditions pertaining to provision of insurance coverage by Licensee. Licensee and Licensor agree to the following with respect to insurance provided by Licensee:

1. Licensee agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds Licensor, and its officials, employees and, agents, using standard ISO endorsement No. CG 2010 or an acceptable equivalent.

Licensee also agrees to require all Licensees, and subcontractors to do likewise.

City of Bellflower
Exhibit B

2. No liability insurance coverage provided to comply with this Agreement shall. prohibit Licensee, or Licensee's employees, or agents, from waiving the right of subrogation prior to a loss. Licensee agrees to waive subrogation rights against Licensor regardless of the applicability of any insurance proceeds, and to require all Licensees and subcontractors to do likewise.

3. All insurance coverage and limits provided by Licensee and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to Licensor or its operations limits the application of such insurance coverage.

4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Licensor and approved of in writing.

5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion far bodily injury to an employee of the insured or of any Licensee or subcontractor.

6. All coverage types and limits required are subject to approval, modification and additional requirements by Licensor, as the need arises. Licensee shall not make any reductions in scope of coverage (e.g., elimination of contractual liability or reduction of discovery period) that may affect Licensor's protection without Licensor's prior written consent.

7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Licensee's general liability policy, shall be delivered to Licensor at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, Licensor has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by Licensor shall be charged to and promptly paid by Licensee or deducted from sums due Licensee, at Licensor's option.

8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Licensee or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to Licensor.

9. Licensee agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Licensee, provide the same minimum insurance coverage required of Licensee. Licensee agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in

City of Bellflower
Exhibit B

conformity with the requirements of this section. Licensee agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to Licensor for review.

10. Licensee agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any Licensee, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to Licensor. If Licensee's existing coverage includes a deductible or self - insured retention, the deductible or self -insured retention must be declared to Licensor. At the time Licensor shall review options with the Licensee, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions.

11. Licensor reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Licensee ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Licensee, Licensor will negotiate additional compensation proportional to the increase benefit to Licensor.

12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.

13. Licensee acknowledges and agrees that any actual or alleged failure on the part of Licensor to inform Licensee of non-compliance with any insurance requirements in no way imposes any additional obligations on Licensor nor does it waive any rights hereunder in this or any other regard.

14. Licensee will renew the required coverage annually as long as Licensor, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until Licensor executes a written statement to that effect.

15. Licensee shall provide proof that policies of insurance required herein expiring during the termm of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Licensee's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to Licensor within five days of the expiration of the coverages.

City of Bellflower
Exhibit B

16. The provisions of any workers' compensation or similar act will not limit the obligations of Licensee under this agreement. Licensee expressly agrees not to use any statutory immunity defenses under such laws with respect to Licensor, its employees, officials and agents.

17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such.

19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section.

20. Licensee agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Licensor or Licensee for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to Licensor. It is not the intent of Licensor to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Licensor for payment of premiums or other amounts with respect thereto.

21. Licensee agrees to provide immediate notice to Licensor of any claim or loss against Licensee arising out of the work performed under this agreement. Licensor assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Licensor.

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OF BELLFLO4,,,
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�GR0WING TOOe p o r
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Len Gorecki, Assistant City Manager/Director of Public Works Wangsu Lee, Management Analyst
SUBJECT: Consideration and possible action to waive further reading and adopt Ordinance No. 1427—An Ordinance granting to SFPP, L.P. ("SFPP") a Delaware Limited Partnership, an oil pipeline franchise within the City of Bellflower.

DATE: March 25, 2024

EXECUTIVE SUMMARY
Ordinance No. 1427 was introduced on March 11, 2024. Second reading and adoption is recommended. If adopted, the ordinance will take effect in 30 days.

RECOMMENDATION TO CITY COUNCIL
1) Waive further reading and adopt Ordinance No. 1427; or 2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
The proposed franchise with SFPP is a public utility franchise; therefore, fees are set by the Public Utilities Code (PUC) 6231.5 and are non-negotiable. SFPP will pay the City a base annual franchise fee for the use of 16-inch (16" internal diameter) pipes adjusted annually based on the change in the Consumer Price Index for the local area. SFPP's franchise fee for 2023, due on March 1, 2024, was $3,202.7. There will be no renewal fee if SFPP opts to extend the franchise agreement for one (1) additional 10-year term.

DISCUSSION
Upon adoption of Ordinance No. 1427, SFPP will file with the City Clerk, within ten (10) business days, a bond issued by an admitted surety insurer, and in a form approved by the City Attorney, in the penal sum of One Hundred Thousand Dollars ($100,000), conditioned that the Grantee will 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 therein specified will be recoverable from the principal and surety upon said bond.

6E

Staff Report — Adoption
franchise
March 25, 2024

of Ordinance No. 1427 granting SFPP, L.P. an oil pipeline DISCUSSION — Continued
Before commencing performance under this Franchise, and at all other times this Franchise Agreement is effective, Grantee must procure and maintain the minimum ten million dollar ($10,000,000) commercial general liability insurance and workers compensation per statutory requirement. The commercial general liability insurance coverage required for the previous franchise agreement (Agreement File No. 287) was five million dollars ($5,000,000) per occurrence. There is no granting fee for SFPP since SFPP's proposed franchise is a public utility franchise. Ordinance No. 1427 will take effect thirty (30) days from the date of its adoption. Staff has contacted SFPP for the installation date of the pipeline, but at the time of posting, this information is not yet available.

ATTACHMENTS
OrdinanceNo. 1427........................................................................................................3 March 11, 2024, Staff Report........................................................................................ 24 rz

CITY OF BELLFLOWER
ORDINANCE NO. 1427
AN ORDINANCE GRANTING TO SFPP, L.P. ("SFPP") A DELAWARE

LIMITED PARTNERSHIP, AN OIL PIPELINE FRANCHISE WITHIN THE

CITY OF BELLFLOWER
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:

SECTION 1: The City Council finds and determines as follows:

A. The City of Bellflower ("City") received an application from SFPP, L.P. ("SFPP") for a franchise to lay and use pipes and appurtenances for transmitting and distributing oil or products thereof (as defined below), for any and all purposes in, under, along, across or upon the public streets, ways, alleys and places within the City of Bellflower.

B. SFPP had a 25-year oil pipeline franchise agreement with the City which expired on January 12, 2024, but which franchise agreement SFPP maintained in a holdover status by annually submitting payment of franchise fees calculated pursuant to the terms of such franchise agreement and the City's acceptance thereof. SFPP seeks to be granted by the City a new franchise agreement for ten (10) years, with the option of a ten (10) year extension for the same pipelines.

C. In accordance with state law, the City Council, at a regular meeting held on February 12, 2024, declared its intention to grant said franchise agreement to SFPP by adopting Resolution No. 24-06.

D. The City Council also conducted a duly noticed public hearing on March 11, 2024, and after considering all oral and written testimony at said hearing, approved the granting of this franchise agreement to SFPP in accordance with the terms and conditions of this Ordinance.

SECTION 2: Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in this chapter.

A. "City" or "Grantor" means the City of Bellflower, a general law city and municipal corporation of the State of California, in its present incorporated form or in any later reorganized, consolidated, enlarged or reincorporated form.

B. "Director" means the Director of Public Works of the City.

C. "Engineer" means the City Engineer of the City, or designee.

D. "Facilities" means "Pipes and Appurtenances" as defined below.

9911

City of Bellflower
Ordinance No. 1427

E. "Franchise" means this Ordinance, including its terms and conditions, and includes the authorization by the City to transmit and distribute oil or petroleum products for any and all purposes under, along, across or upon the public streets, ways, alleys and places in the City by means of pipes and appurtenances.

F. "Grantee" means SFPP, L.P. a Delaware limited partnership and its lawful successors or assigns.

G. "Hazardous Materials" means any flammable, explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, local law or regulation or which, even if not so regulated, may or could pose a hazard to public health and safety, including, without limitation, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource Recovery and Recycling Act (Gov't. Code §§ 66700 et seq.); the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.); California Health & Safety Code §§ 25117 or 25316, including the regulations promulgated thereto (see 22 Cal. Code of Regs. § 66261.3); any substances or mixture regulated under the Toxic Substance Control Act of 1976 (15 U.S.C. §§ 2601 et seq.); any "toxic pollutant" under the Clean Water Act (33 U.S.C. §§ 1251 et seq.); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. §§ 7901 et seq.).

H. "Lay and use" means to lay, construct, erect, install, operate, maintain, use, repair, replace, or remove.
"Oil or petroleum products" means oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, nitrogen and other industrial gases, water, waste water, mud, steam and other liquid substances not more hazardous than the aforesaid substances.

J. "Pipes and appurtenances" means pipes, pipelines, manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines, including conduits, cathodic protection devices, wires, cables, other appurtenances and fiber optic communications systems necessary or convenient for the exercise of the Grantee's business in, upon, along, across, under or over those streets of the City which are described in the attached Exhibit "A" which is incorporated by reference.

K. "BMC" means the Bellflower Municipal Code, as amended.

Ell

City of Bellflower
Ordinance No. 1427

L. "Streets" means the public streets, ways, alleys and places within the City as the same now or may hereafter exist, and in which the City has the authority to grant a Franchise.

SECTION 3: Granting clause/Rights to Grantee; Term of Franchise A. Pursuant to, and subject to, the Franchise Act of 1937 (California Public Utilities Code §§ 6201-6302; "Act"), City grants to Grantee a franchise to use, or to lay and use pipes and appurtenances for transmitting and distributing oil or petroleum products for any and all purposes, under, along, across or upon the public streets within the City as described in Exhibit "A" and identified on the maps attached as Exhibit "B" and incorporated by reference.

B. As part of this Franchise, Grantee may install, operate, maintain, replace, repair, abandon in place and/or remove such scraper traps, manholes, flanges, conduits, culverts, vaults, valves, appliances, cathodic protection systems, attachments and other appurtenances (collectively, "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under this franchise; provided, however, that Grantee must first secure the requisite permits and/or approvals from City for construction or excavation.

C. This Franchise is granted in lieu of all other franchises for pipelines held by the Grantee, or by any predecessor of the Grantee, for transmitting and distributing oil or petroleum products within the City's present or future jurisdictional limits. Acceptance of this franchise constitutes Grantee's abandonment of all such franchises within the City's present or future jurisdictional limits in lieu of which this franchise is granted, and as Grantee's agreement to comply with all of the Franchise's terms and conditions.

D. This Franchise has a term of ten (10) years from and after the effective date of this Ordinance ("initial term"), unless the following occurs:

1. Grantee voluntarily surrenders or abandons the Franchise; or

2. The property affected by this Franchise is purchased, condemned, or otherwise taken by a public entity rendering the Franchise useless; or

3. The Grantee forfeits the Franchise by violating its terms and conditions or that of the Act.
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City of Bellflower
Ordinance No. 1427

E. Grantee has an option to extend this Franchise for an additional ten (10) year period of time before the end of the initial term of this Franchise, upon the City's written approval, which approval will not be unreasonably withheld or conditioned. The parties must commence good faith negotiations on such extension upon notification from Grantee to the City of its election to renew this Franchise, which notice must be given not later than twelve (12) months before the initial term expires.

SECTION 4: Compensation. In consideration of City's granting this Franchise, in addition to complying with the Franchise's terms and conditions, Grantee must pay to the City the following:

A. Base Annual Fee.

1. During the term of this Franchise, Grantee agrees to pay the City a base annual fee for this Franchise as set forth in § 6231.5 of the Act.

The base fee is subject to increase to the maximum rate established in subsequent amendments of the Act. The Franchise fee will be prorated for the remainder of the calendar year based on a 360-day year, with the first payment of the Franchise fee accruing from January 2, 2024.

2. Should Grantee partially abandon pipelines or should Grantee partially remove such pipelines payments otherwise due the City for occupancy of the streets by such pipelines will be reduced by the length and diameter of pipeline abandoned or the actual pipeline removed, beginning with the first day of the next succeeding Franchise year, and for each subsequent franchise year. The base rate, however, will be modified to reflect the increase (as provided below) applicable to such abandoned or removed pipeline at the beginning of the next succeeding Franchise year following abandonment or removal.

3. The base annual fee is due and payable annually on March 1, during the term of the Franchise for the preceding annual period, without demand and upon filing of the report required by this Section. Any fees or expenses charged to Grantee by City pursuant to this Section, or any other provision of this Franchise, unless disputed in good faith, must be paid when due or are deemed delinquent. Any undisputed delinquent amounts will accrue interest commencing thirty (30) days after the due date, at the rate of one and one-half percent (1.5%) per month (based upon a 30-day calendar month) or any lesser amount if required by law. Any neglect, omission or refusal by Grantee to pay any undisputed delinquent fee with any late charges, within thirty (30) days of written demand for payment is grounds for the City to declare the Franchise forfeited. "0

City of Bellflower
Ordinance No. 1427

4. Payments must be made to the Office of Treasurer, City of Bellflower, or at such place as the City may, from time to time, designate in writing. The base annual fee must be paid annually during the term of the Franchise, including the year of granting the Franchise.

B. Annual Increase.

The amount of each annual payment of the base annual fee is subject to an increase after the first year of the Franchise and each subsequent year during the term of this Franchise, based on § 6231.5 of the Act, as amended

2. The increase is based on the Consumer Price Index (CPI), All Urban Consumers, for the Los Angeles -Anaheim -Riverside area (1982-84 = 100), as published by the United States Bureau of Labor Statistics, Department of Labor, for the month of September immediately preceding the month in which payment is due and payable, divided by the Consumer Price Index, All Urban Consumers, for the Los Angeles -Anaheim -Riverside area, for June 30, 1989, which equals 100. (Note: This was revised to reflect what is in the Cal. Public Utilities Code Section 6231.5) If the Index is discontinued or revised during the term of this Franchise, such other governmental price index or computation with which it is replaced chosen by the City will be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.

3. The City will determine the adjustment in CPI and will provide the Grantee with the correct schedule before February 1 preceding the month of March in which payment is due and payable.

C. Reports Required.

The Grantee must file with the City Clerk and City's Finance Director, on or before January 2nd after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this Franchise and on or before January 2nd (Note: These revisions were made to reflect the requirements set forth in Section 4(A)(3)) after the expiration of each calendar year thereafter, two copies of a report duly verified by the oath of the Grantee or by the oath of a duly authorized representative of the Grantee, showing for the immediately preceding franchise period:
(a) The length of pipelines in lineal feet covered by this Franchise; (b) The nominal internal diameter of such pipelines expressed in inches;
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(c) The rate per foot per year; and
(d) The total amount due the City.

SECTION 5: Rights of the City.

A. This Franchise does not impair or affect any right of the City to acquire the property of the Grantee, either by purchase or through the exercise of the right of eminent domain, subject to Grantee's rights, remedies and defenses, and nothing in this Franchise may be construed to contract away, or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee, nor will this Franchise be given any value before any court or other public authority in any proceeding of any character in excess of the necessary publication costs and any other sums paid by Grantee to the City at the time this Franchise was acquired.

B. In connection with any change in grade, alignment or width of any public street, way, alley or place ("the Streets"), or the construction of any rail, subway or viaduct, or any other street improvement of any kind by the City, where Grantee's rights to occupy the Streets do not supersede the City's rights, Grantee must, at the City's direction and at Grantee's sole cost and expense, comply with all of the following provisions, as applicable:

Within ninety (90) days after Grantee receives written notice from the City that work is to be done pursuant to any reserved right and specifying the general nature of the work and the area in which the same is to be performed, the Grantee must commence to do all things necessary to protect and support its franchise property during the progress of such work. If so ordered by the City, Grantee must relocate those pipes and appurtenances installed, used and maintained within the street to such extent, in such manner, and for such period as is necessary to permit the performance of such work in an economical manner, and to permit the maintenance, operation and use of such improvement.

2. Grantee must pay to the City the full amount of any increase in cost for the construction, installation or repair of any bridge, or any artificial support in or underlying any street in which any pipes or appurtenances of the Grantee are located, if such increase in cost is required in order to provide for the installation, maintenance or operation of Grantee's pipes or appurtenances in or on the street area which the bridge or other artificial support covers or underlies. 9:11

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3. Grantee must cooperate with the City to take all actions reasonably necessary in order to accomplish the completion of any City street improvement project within a reasonable period of time. After Grantee receives written notice from the City that work is to be done, the Grantee must diligently prosecute such work to completion.

4. In the decision process necessary to determine if Grantee's pipelines and/or appurtenances are required to be relocated, the City will also consider all known future projects that, if done separately, may cause multiple relocation of the pipelines and/or appurtenances. If such known future projects can be identified, full consideration of concurrent projects will be given by City. If the City requires the relocation within the public street, way, alley or place more than once within a period of ten (10) years, the City will pay the cost of the second and all subsequent relocations within such ten (10) year period.

5. In the event that the City changes the planned rearrangement of pipelines, or the notice given to Grantee, the Grantee will be given an additional period of not less than sixty (60) days to accomplish such work. When Grantee's rights to occupy the Streets predate or supersede the City's rights, such relocations will be performed by Grantee as set forth above with the costs reimbursed to Grantee by City.

6. Except as otherwise provided above, when City requires a rearrangement of Grantee's facilities and such rearrangement is done for the accommodation of any person, firm, corporation or public agency other than the City, the cost of such rearrangement will be borne by the accommodated party. Such accommodated party, in advance of such rearrangement, must (a) deposit with the Grantee either cash or a corporate surety bond in an amount, as in the reasonable discretion of the Grantee, to pay the costs of such rearrangement, and (b) execute an instrument agreeing to indemnify, defend and hold harmless Grantee from any and all damages or claims caused by such rearrangement. This provision will not be construed to require Grantee to rearrange its facilities. Any accommodation for rearrangement of Grantee's facilities will be made at the Grantee's sole discretion.

7. Nothing in this Agreement may be construed to require the City to move, alter, or relocate any of its pipelines upon public streets at its own expense, for the convenience, accommodation or necessity of any other public utility, person, firm or corporation, now or hereafter owning a public utility system of any type or nature, or to move, alter, or relocate any part of its pipelines upon said streets for the convenience, accommodation or necessity of the Grantee.

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SECTION 6: Other obligations of Grantee; Indemnification. The Grantee must comply with all of the following provisions:

A. Within sixty (60) days after the City Council adopts this Ordinance, Grantee must file with the Director improvement plans relating to all of Grantee's facilities located within the City, and a map or maps showing the location, length and size of all such facilities which have been installed, relocated, removed or abandoned by Grantee.

B. Within six (6) months after the installation of any new pipelines under this franchise, Grantee must file with the Director an "as built" map or maps showing the approximate location, length and size of all of Grantee's pipelines so installed.

C. Grantee must construct, install and maintain all pipes and appurtenances in a good and workmanlike manner, and of good materials, and operate in conformity with all applicable federal, state, and local laws including, without limitation, the Bellflower Municipal Code (BMC). In case of public utilities subject to the jurisdiction of the Public Utilities Commission of the State of California, the rules, regulations and orders of the Public Utilities Commission will govern whenever any conflict may exist between them and the applicable ordinances, codes, rules and regulations adopted or prescribed by the City. To the extent required by applicable law, the Grantee must obtain and maintain a permit from the Los Angeles County Fire Department to construct, install, use, operate, repair or modify a pipeline for the transportation of flammable or combustible liquids.

D. Grantee must pay the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this Franchise, provided Grantee fails to make such repairs after notice and reasonable opportunity to complete such repairs.

E. Grantee agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, and employees, from and against any and all claims, losses, liabilities, damages to persons or property, demands, actions, judgments, causes of action, assessments, penalties, costs and expenses (including, without limitation, reasonable fees of legal counsel, expert witnesses and accountants) arising out of or resulting from Grantee's operations under this franchise, except to the extent caused by City's sole active negligence, and for all damages proximately resulting from the failure of Grantee to faithfully observe and perform each and every provision of this franchise and of the Act. Grantee is solely responsible for complying with all laws, regulations, and other orders which are applicable to the installation, repair, relocation or removal of its facilities, whether federal, state or local. City's approval of such installation, repair, relocation or removal will not relieve Grantee of any liability Grantee may have for contaminated soils or other environmental liability attributable to or arising from Grantee's pipes, appurtenances and other facilities. Any fee paid by Grantee pursuant to this Agreement will in no way limit Grantee's obligation to compensate City for any damage, claim, expense or loss whatsoever, as set forth in this paragraph.
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City of Bellflower
Ordinance No. 1427

F. In addition, Grantee indemnifies and holds the City harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney's fees and penalties), injuries, or liability, arising out of this Agreement, or its performance including, without limitation, damages or penalties arising from Grantee's removal, remediation, response or other plan concerning any Hazardous Materials resulting in the release of any hazardous substance into the environment. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, Grantee will defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise.

1. The foregoing indemnity is intended to operate as an agreement pursuant to 42 USC § 9607(e) (the Comprehensive Environmental Response, Compensation and Liability Act; "CERCLA") and Health & Safety Code § 25364 to defend, protect, hold harmless, and indemnify the City from all forms of liability under CERCLA, or other applicable law, for any and all matters addressed in this Franchise.

G. In no event will Grantee's indemnity obligation under this Franchise include indemnification for the City's gross negligence or willful misconduct.

SECTION 7: INSURANCE.

A. Before commencing performance under this Franchise, and at all other times this Agreement is effective, Grantee must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance
Commercial general liability:

Workers compensation
Limits (combined single)
$10,000,000
Statutory requirement.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies will be endorsed to name the City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.

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City of Bellflower
Ordinance No. 1427

C. Grantee will furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M.

Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Grantee will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

D. Should Grantee, for any reason, fail to obtain and maintain the insurance required by this Agreement, the City may obtain such coverage at Grantee's expense or terminate this Franchise.

E. Grantee must deliver to City, in the manner provided for notices, copies or endorsements of all insurance certificates and endorsements required by this Ordinance, within the following time limits:

1. For insurance required at commencement of this Ordinance, within thirty (30) days after this Ordinance becomes effective;

2. For insurance becoming required at a later date, at least ten (10) days before the requirement becomes effective, or as soon thereafter the requirement, if new, becomes effective; and

3. For any renewal or replacement of a policy already in existence, at least twenty (20) days after expiration or other termination of the existing policy.

F. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10,000,000.00 within the preceding year. The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provisions and specified limits contained herein, and is approved by the City Manager and City Attorney. If such approval for self- insurance is granted, the City will be precluded from exercising the remedies afforded to it pursuant to subsection D of this Section 7.

SECTION 8: PRESENCE OF HAZARDOUS MATERIALS: Except as
otherwise provided below, Grantee may not or permit any Hazardous Materials to be discharged or released in, under, or about the streets or adjacent properties at any time.

Grantee must, at its expense, procure, maintain in effect and comply with all conditions of any and all applicable permits, licenses, and other governmental and regulatory approvals required of Grantee for Grantee's use of the streets or adjacent properties. lS118A

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Upon expiration or earlier termination of the franchise term, Grantee must cause all Hazardous Materials released by Grantee in or under the Streets or adjacent properties, if any, to be removed from the streets or adjacent properties in accordance with and in compliance with all applicable laws. Grantee may not take any remedial action in response to the presence of any Hazardous Materials in or about the streets or adjacent properties, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the streets or adjacent properties, without first notifying City of Grantee's intention to do so and affording City ample opportunity to appear, intervene or otherwise appropriately assess and protect City's interests.

SECTION 9: NOTICE TO GRANTOR: Grantee must immediately notify City in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any applicable laws relative to the streets or adjacent properties; (ii) any claim made or threatened by any person against Grantee or the streets or adjacent properties relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any governmental agency arising out of or in connection with any Hazardous Materials in or removed from the streets or adjacent properties, including any complaints, warnings or asserted violations in connection therewith. Grantee must also supply to City as promptly as possible copies of all claims, reports, complaints, notices, warnings or asserted violations, relating in any way to the streets or adjacent properties, or Grantee's use of the streets. Grantee must promptly deliver to City copies of manifests reflecting the legal and proper disposal of all Hazardous Materials removed by the Grantee from the streets or adjacent properties.

SECTION 10: Assignability. Grantee may sell, transfer or assign this Franchise or any interest therein directly or indirectly, or any of the rights or privileges hereby granted, with the City's prior written consent, which will not be unreasonably withheld. Notwithstanding the above statement, Grantee may transfer or assign this Franchise to any parent, subsidiary or affiliate without obtaining the consent of City, provided Grantee provides written notification within thirty (30) days of said transfer or assignment and submits written evidence of the same, including a certification executed by a duly authorized officer of the Grantee. Upon compliance with the foregoing, this Franchise will be binding on the successors and assigns of the parties hereto, and inure to the benefit of the successors and assigns of the parties hereto.

SECTION 11: Excavations.

A. Grantee must obtain an excavation permit in accordance with the BMC, and pay the applicable fee therefor, before commencing any excavation in any street or public right of way, or before disturbing the earth beneath the surface of the street, except in the case of an emergency. Before any excavation permit is issued for the construction or installation of a pipeline for the transmission of flammable or combustible liquids, gases or hazardous materials, Grantee must obtain the applicable permits from the City. If the proposed location of the excavation does not, or will not, 51911

City of Bellflower
Ordinance No. 1427

unreasonably interfere with the use of the streets by the City or if Grantee holds rights to occupy the area of the Streets which supersede the City's rights, and Grantee complies with all applicable laws, the Public Works Director will issue the appropriate permit(s).

B. Where it is necessary to lay any underground pipes through, under or across any portion of a paved or macadamized street, such work, where deemed by Grantee in its sole discretion to be a safe method of installation, as well as practicable and economically feasible, may be done by a tunnel or bore so as not to disturb the foundation of such paved or macadamized street. If the same cannot be done, or if it is necessary to cut the street in order to access existing pipes and appurtenances, such work will be done pursuant to an excavation permit.

C. All work is subject to the City's inspection. All street coverings or openings, valves, vaults and manholes must at all times be kept flush with the surface of the streets; provided, however, that vents for underground vaults and manholes as well as cathodic protection devices, including pole -mounted rectifiers may, subject to the City's prior approval, extend above the surface of the streets when such vents and cathodic protection devices, including pole -mounted rectifiers, are located in parkways, between the curb and the property line. The Grantee must provide adequate traffic safety barriers, signs, devices and traffic safety warning equipment in accordance with the BMC and comply with such additional safety measures as the City may direct.

D. In emergencies, Grantee may commence excavation of streets without prior permit; provided, however, Grantee acts in a reasonable and diligent manner as soon as practicable after the onset of said emergency to obtain a permit authorizing such work.

E. Grantee acknowledges that the City's records may not be complete and that pipes and appurtenances previously unknown to City are frequently discovered. Consequently, by granting this franchise or by approving any excavation permit requested by Grantee, the City does not warrant the accuracy of information supplied to the Grantee by the City regarding the location or existence of other facilities. Nothing herein will make the City, or any officer, agent or employee of the City, responsible or liable to the Grantee or to any other person by virtue of the City's approval of excavation permit plans, regardless of whether any information is supplied by the City to the Grantee pertaining to the location of existing pipes, facilities or other improvements on, in or under any street or other public property.

F. Except as otherwise provided, Grantee cannot excavate public streets that were resurfaced with an emulsified asphalt "slurry" or asphalt "cape seal" within the previous two (2) years, or improved with asphalt/concrete within the previous five (5) years, of the proposed excavation date.

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G. Excavation of a public street will be allowed by permit under only the most unusual circumstances if the Public Works determines that relocation or boring is not feasible. Under such circumstances, the Public Works Director will require the Grantee to meet the city's construction standards for excavating in recently resurfaced streets, pay all costs associated with such excavation, and provide such additional security to ensure the integrity of the recently resurfaced public street as may be reasonable required by the Public Works Director.

SECTION 12: Grantee's Emergency Response Plan; Pipeline Accidents A. The Grantee must develop and maintain an emergency response plan, reasonably satisfactory to the City, which covers all franchise operations within the City. In general, an emergency response plan meeting the requirements of Federal and State law and containing the information contained in this section is acceptable. The emergency response plan must include a 24-hour notification program and proof of arrangements capable of providing emergency response services, including without limitation to traffic control, street excavation pipeline repair, and supplies and services as necessary, within two (2) hours of notification of any problem, and such other information as the City may reasonably require. Repairs to a public street, alley or parkway must be completed within 72 hours of Grantee completing repairs to its facilities and clean up of any materials released from its facilities, if reasonably possible, unless otherwise authorized by the City. The City must be notified ten (10) days in advance of any proposed change in such arrangements. Any changes in or revisions to Grantee's emergency response plan must be submitted to the City on the first working day of the subsequent calendar year.

B. Whenever any pipeline or appurtenance breaks or leaks so as to cause the release of oil or petroleum products into or under the public right-of-way, Grantee, and any other person using or controlling the pipeline or appurtenance, must immediately notify the City's Public Safety Department and Public Works Department and implement precautionary safety measures including traffic control, system shutdown, valve closures, and public notification. In the event of an emergency which threatens life, health, safety, or property, and where it is not possible to obtain an excavation permit before commencing the work, the Grantee may commence such work; provided, however, that within seventy-two (72) hours thereafter the Grantee must apply for an excavation permit. Adequate traffic safety barriers must be maintained at all times, and any damaged portion of the street must be restored to at least the condition that existed immediately before the damage.

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C. If any portion of any City street is damaged by reason of defects, breaks or leaks in any of the pipes and appurtenances maintained or constructed by Grantee, or by reason of any other cause attributable to or arising from the operation of any pipes and appurtenances constructed or maintained by Grantee, the Grantee must, at its sole cost and expense, immediately repair all damage and restore the street to the condition existing before such damage occurred. All such work must be done under the City's direction, and to the City's reasonable satisfaction. Grantee must repair such damage and restore the street within three (3) working days after receiving a written demand from the City or such other reasonable period as the Director may authorize when required for the protection of the public health and safety.

D. Should Grantee, after reasonable notice, fail or refuse to pave, surface, grade, repave, resurface or regrade any damaged street as required by the provisions of this franchise, the City may cause the work to be done after written notice is given to Grantee and will keep an itemized account of all costs incurred. The Grantee agrees to, and must, reimburse the City for all such costs, including reasonable administrative overhead expenses, within thirty (30) days after presentation to Grantee of an itemized account of such costs.

SECTION 13: Abandonment. Should Grantee abandon all or any part of the pipes and appurtenances which encompass this Franchise, such abandonment must be accomplished by Grantee as required by the State of California Pipeline Safety Act, or other governing State or Federal laws or statutes. Grantee will not owe the City any compensation for the privilege of said abandonment. The ownership of all franchised property so abandoned in place, immediately vest in the City except that Grantee will retain all liability for the installation or construction of those facilities, and any liability for Hazardous Materials, as those liabilities exist as of the date of the Abandonment.

SECTION 14: Default.

A. Effect of Default. Should Grantee default in the performance of any of the terms, covenants and conditions herein, and such default is curable, the City may give written notice to Grantee of such default. Should Grantee not commence the work necessary to cure such default within sixty (60) days after such notice is received by Grantee, or prosecute such work diligently to completion, the City may declare this Franchise forfeited. Upon giving written notice of forfeiture to Grantee, this Franchise will terminate and Grantee's rights will terminate. Should the Franchise be forfeited, Grantee must execute an instrument of surrender and deliver same to City. In the event of noncompliance by the Grantee with any of these conditions, the City may, in addition to all other remedies, bring suit for the forfeiture or termination of this Franchise.
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B. Force Majeure. Should Grantee's performance of this Franchise be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond Grantee's control, then Grantee will not be deemed to be in default or forfeit its Franchise rights if it commences and prosecutes performance with all due diligence and promptness upon being able to do so.

C. Cumulative Remedies. No provision of this Franchise for enforcing the terms and conditions of this Franchise is an exclusive remedy or procedure for enforcement . These remedies and procedures are in addition to those provided by law and are cumulative.

SECTION 15: Dispute Resolution. If a dispute arises between the parties relating to this Franchise, the parties agree to use the following procedure before either party pursuing other available legal remedies, except when doing so would cause the expiration of an applicable statute of limitations. A meeting will be held promptly between the parties, attended by individuals with decision -making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) days after such meeting the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation. City and Grantee will equally advance a proportionate share of the costs of mediation. The parties will jointly appoint a mutually acceptable mediator within thirty (30) days from the conclusion of the negotiation period. The parties agree to participate in good faith in the mediation and related negotiations for a period of sixty (60) days. Any decision of the mediator must be supported by written findings of facts and conclusions of law. If the parties are not successful in resolving the dispute through the mediation, the matter may be submitted to a court of law.

SECTION 16: Notice.

Any notice required to be given under the terms of this Franchise, the manner of services of which is not specifically provided for here, may be served to the following identified addresses, or to such other address as may from time to time be furnished in writing by one party to the other, and by depositing said notice in the United States mail, postage prepaid. When the services of any such notice is made by mail, the time such notice will begin with and run from, is the date of deposit of the same in the United States mail.

Upon City: City of Bellflower
Public Works Department
Attn: Director of Public Works
16600 Civic Center Dr. Bellflower, CA 90706
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City of Bellflower
Ordinance No. 1427

Upon Grantee: SFPP/Kinder Morgan
Attn: Land & ROW Department
1001 Louisiana St. Ste #1400
Houston, TX 77002
Copy: SFPP/Kinder Morgan
Attn: Kurtis Johnson, Senior Right of Way Agent
2319 S. Riverside Ave.

Bloomington, CA 92316
SECTION 17: Grantee's Acceptance of Franchise. Except as otherwise stated herein, Grantee must within thirty (30) days after this Franchise is adopted, file with the officers of the City designated herein the following instruments or documents:

A. File with the City Clerk Grantee's written acceptance of the terms and conditions of this ordinance.

B. File with the City Clerk certified copies of the policies of liability insurance and workers' compensation insurance, or, in lieu thereof, certificates evidencing such insurance, which policies must be in accordance with the terms and conditions of this ordinance. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10 million within the preceding year.

The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provision and specified limits contained herein, and is approved by the City Manager and City Attorney.

C. File with the City Clerk, within ten (10) business days after the City Council adopts and passes the ordinance granting this franchise and thereafter at all times during the life of the Franchise keep on file with the City Clerk, a bond issued by an admitted surety insurer, and in a form approved by the City Attorney, in the penal sum of One Hundred Thousand Dollars ($100,000), conditioned that the Grantee will 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 therein specified will be recoverable from the principal and surety upon said bond.

If said bond is not filed, or if it does not receive the approval of the City Attorney, the Franchise may be revoked or forfeited and any money paid to the City in connection therewith will be retained by the City.

SECTION 18: Reimbursement for City's posting and publication expenses.

The Grantee will pay the City a sum of money sufficient to reimburse the City for all posting and publication expenses incurred in connection with the granting of this Franchise. Such payment must be made by Grantee within thirty (30) days after the City provides to the Grantee a written statement of such expenses. 6E:11

City of Bellflower
Ordinance No. 1427

SECTION 19: Venue. The Parties agree that all actions or proceedings arising in connection with the ordinance will be tried and litigated in the State courts located in the County of Los Angeles, State of California. The Parties intend that this choice of venue be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Ordinance in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the State courts located in the County of Los Angeles, State of California have in person jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement.

SECTION 20: No Waiver. Grantee is not excused from complying with any of the terms and conditions of this Ordinance by any failure of the City upon any one (1) or more occasions to insist upon or to seek compliance with any such terms or conditions.

No City waiver of any provision or consent to any action constitutes a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent constitutes a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically set forth in writing. Any waiver given by a party will be null and void if the party requesting such waiver has not provided full and complete disclosure of all material facts relevant to the waiver requested.

SECTION 21: Binding Effect. Each and all of the provisions hereof are binding on and inure to the benefit of the Parties and their respective heirs, successors, and permitted transferees and assigns.

SECTION 22: Amendment. No amendment, modification, or supplement to this ordinance is binding on any of the parties unless it is in writing, signed by the parties, and approved through legislative action.

SECTION 23: Entire Agreement. This ordinance constitutes the entire agreement between the parties with regard to this subject matter. This ordinance supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this agreement.

SECTION 24: Construction. Each party has been represented by counsel in the negotiation and execution of this ordinance. The terms of this ordinance were negotiated by the Parties and the language used in this Franchise is deemed to be the language chosen by the Parties to express their mutual intent. This Franchise will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in the favor of the party receiving a particular benefit under this Agreement. No rule or strict construction will be applied against any Person.
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Ordinance No. 1427

SECTION 25: Miscellaneous Provisions.

A. Captions. The captions here are for convenience and reference only, and are not part of this Franchise, and do not in any way limit, define or amplify the terms and provisions hereof.

B. Governing Law. This Franchise has been made and will be construed and interpreted in accordance with the laws of the State of California.

C. Execution. The Mayor of the City will approve and sign and the City Clerk will attest to the passage of this Ordinance. This Ordinance will take effect thirty (30) days from the date of its adoption. Once this Ordinance becomes effective, it will be deemed to be applicable as of April 24, 2024 SECTION 26: Repeal of any provision of the Bellflower Municipal Code will not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date.

Any such repealed part will remain in full force and effect for sustaining action of prosecuting violations occurring before the effective date of this Ordinance.

SECTION 27: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable.

SECTION 28: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of Bellflower's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.

SECTION 29: This Ordinance becomes effective thirty (30) days after adoption.

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City of Bellflower
Ordinance No. 1427

ORDINANCE NO. 1427 HAD ITS FIRST READING ON MARCH 11, 2024, ITS SECOND READING ON MARCH 25, 2024, AND WAS DULY PASSED, APPROVED,

AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AT ITS REGULAR MEETING OF MARCH 25, 2024.

Dan Koops, Mayor
ATTEST:

Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
ATTACHMENTS:

Exhibit A: Pipeline Location
Exhibit B: Existing Pipeline Map
IvAle

ORDINANCE NO. 1427 — EXHIBIT A

PIPELINE LOCATION
SFPP's Franchise Property within the City's public right-of-way consists of four thousand five hundred twenty-nine (4,529) lineal feet of sixteen -inch (16") pipes in Alondra Boulevard from Hayter Avenue and continues easterly to the County of Los Angeles Metropolitan Transportation Authority railroad right-of-way between Pacific Avenue and Flora Vista Street.

IWO

ORDINANCE NO. 1427 — EXHIBIT B

EXISTING PIPELINE MAP
4 CITY OF BELLFLOWER
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TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Len Gorecki, Assistant City Manager/Director of Public Works Wangsu Lee, Management Analyst
SUBJECT: Consideration and possible action to conduct a public hearing to consider granting an oil pipeline franchise to SFPP, L.P., and read by title, waive further reading, and introduce Ordinance No. 1427 - An Ordinance granting to SFPP, L.P. ("SFPP") a Delaware Limited Partnership, an oil pipeline franchise within the City of Bellflower.

DATE: March 11, 2024

ORDINANCE SUMMARY
Ordinance No. 1427 (formerly AFN 287) would grant a public utility oil pipeline franchise to SFPP, L.P., ("SFPP"), to replace an expired franchise for an existing pipeline in the City of Bellflower. The franchise would be for a period of ten (10) years, commencing thirty (30) days after the adoption of Ordinance No. 1427, with SFPP having the option to extend the franchise for another 10-year term.

RECOMMENDATION TO CITY COUNCIL
1) Open the public hearing; take testimonial and documentary evidence; and after considering the evidence, read by title only, waive further reading, and introduce Ordinance No. 1427; or
2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
The proposed franchise with SFPP is a public utility franchise; therefore, fees are set by the Public Utilities Code (PUC) 6231.5 and are non-negotiable. SFPP will pay the City a base annual franchise fee for use of 16-inch pipes (16" internal diameter) adjusted annually based on the change in the Consumer Price Index for the local area. The franchise fee for 2023, due on March 1, 2024, was $3,202.76. There is no renewal fee if SFPP opts to extend this franchise with the City.

PUBLIC NOTICE
The Notice of Public Hearing was published on February 23, 2024, and March 1, 2024, in the Los Cerritos Community News. On March 4, 2024, a Public Hearing Notice was posted at City Hall, Brakensiek Library, Bellflower Substation, Caruthers Park, Simms Park, and Thompson Park.

MON

Staff Report — Consideration and Possible Action to Conduct a Public Hearing to Consider Granting an Oil Pipeline Franchise to SFPP, L.P. in the City of Bellflower and Introduce Ordinance No. 1427
March 11, 2024

ENVIRONMENTAL REVIEW
The proposed ordinance is exempt from additional environmental review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA regulations (14 California Code of Regulations §§ 15000, et seq.) because the granting of the oil pipeline franchise fits within the definition of the Class 1 exemption, "Existing Facilities," as defined in Section 15301(c) of the CEQA regulations. The proposed grant of franchise involves no or negligible alteration of existing facilities and involves no or negligible expansion of use beyond that existing at the time of the determination that the Categorical Exemption applies. Furthermore, the proposed grant of franchise will not adversely impact air quality or any other environmental area, as it will be subject to applicable regulatory requirements.

DISCUSSION
Ordinance No. 1427- SFPP, L.P.

On December 14, 1998, the City Council adopted Ordinance No. 941, granting a 25-year public utility service pipeline franchise agreement (Agreement File No. 287) to SFPP. SFPP had a 25-year Agreement with the City which expired on January 12, 2024, but which franchise agreement SFPP maintained in a holdover status by annually submitting payment of franchise fees calculated pursuant to the terms of such franchise agreement and the City's acceptance thereof. SFPP now seeks to a new franchise agreement for ten (10) years, with the option of a ten (10) year extension for the same pipelines. On February 12, 2024, the City Council adopted Resolution No. 24-06, declaring its intention to grant an oil pipeline franchise to SFPP. If the City Council adopts Ordinance No. 1427, the franchise would be effective for a ten-year period starting thirty (30) days after its adoption.

If granted the franchise, SFPP must maintain all franchise property in compliance with all City, State, and Federal rules and regulations. This includes conducting hydrostatic testing of the pipeline every five (5) years as required by the Office of the State Fire Marshall ("State Fire Marshall") for active pipelines containing hazardous liquid.

To approve the franchise, the following four steps must be completed:

1.Adopt Resolution of Intention to Grant a Franchise ............................ February 12,2024

2.Publish Notice of Public Hearing .................................. February 23 and March 1, 2024

3.Conduct Public Hearing and Introduce Ordinance ................................ March 11, 2024

4.Adopt Ordinance................................................................................... March 25, 2024

ATTACHMENTS
OrdinanceNo. 1427........................................................................................................ 3 ResolutionNo. 24-06..................................................................................................... 24 Noticeof Public Hearing................................................................................................ 28 -25-

CITY OF BELLFLOWER
ORDINANCE NO. 1427
AN ORDINANCE GRANTING TO SFPP, L.P. ("SFPP") A DELAWARE

LIMITED PARTNERSHIP, AN OIL PIPELINE FRANCHISE WITHIN THE

CITY OF BELLFLOWER
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:

SECTION 1: The City Council finds and determines as follows:

A. The City of Bellflower ("City") received an application from SFPP, L.P. ("SFPP") for a franchise to lay and use pipes and appurtenances for transmitting and distributing oil or products thereof (as defined below), for any and all purposes in, under, along, across or upon the public streets, ways, alleys and places within the City of Bellflower.

B. SFPP had a 25-year oil pipeline franchise agreement with the City which expired on January 12, 2024, but which franchise agreement SFPP maintained in a holdover status by annually submitting payment of franchise fees calculated pursuant to the terms of such franchise agreement and the City's acceptance thereof. SFPP seeks to be granted by the City a new franchise agreement for ten (10) years, with the option of a ten (10) year extension for the same pipelines.

C. In accordance with state law, the City Council, at a regular meeting held on February 12, 2024, declared its intention to grant said franchise agreement to SFPP by adopting Resolution No. 24-06.

D. The City Council also conducted a duly noticed public hearing on March 11, 2024, and after considering all oral and written testimony at said hearing, approved the granting of this franchise agreement to SFPP in accordance with the terms and conditions of this Ordinance.

SECTION 2: Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in this chapter.

A. "City" or "Grantor" means the City of Bellflower, a general law city and municipal corporation of the State of California, in its present incorporated form or in any later reorganized, consolidated, enlarged or reincorporated form.

B. "Director" means the Director of Public Works of the City.

C. "Engineer" means the City Engineer of the City, or designee.

D. "Facilities" means "Pipes and Appurtenances" as defined below.

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City of Bellflower
Ordinance No. 1427

E. "Franchise" means this Ordinance, including its terms and conditions, and includes the authorization by the City to transmit and distribute oil or petroleum products for any and all purposes under, along, across or upon the public streets, ways, alleys and places in the City by means of pipes and appurtenances.

F. "Grantee" means SFPP, L.P. a Delaware limited partnership and its lawful successors or assigns.

G. "Hazardous Materials" means any flammable, explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, local law or regulation or which, even if not so regulated, may or could pose a hazard to public health and safety, including, without limitation, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource Recovery and Recycling Act (Gov't. Code §§ 66700 et seq.); the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.); California Health & Safety Code §§ 25117 or 25316, including the regulations promulgated thereto (see 22 Cal. Code of Regs. § 66261.3); any substances or mixture regulated under the Toxic Substance Control Act of 1976 (15 U.S.C. §§ 2601 et seq.); any "toxic pollutant" under the Clean Water Act (33 U.S.C. §§ 1251 et seq.); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. §§ 7901 et seq.).

H. "Lay and use" means to lay, construct, erect, install, operate, maintain, use, repair, replace, or remove.
"Oil or petroleum products" means oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, nitrogen and other industrial gases, water, waste water, mud, steam and other liquid substances not more hazardous than the aforesaid substances.

J. "Pipes and appurtenances" means pipes, pipelines, manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines, including conduits, cathodic protection devices, wires, cables, other appurtenances and fiber optic communications systems necessary or convenient for the exercise of the Grantee's business in, upon, along, across, under or over those streets of the City which are described in the attached Exhibit "A" which is incorporated by reference.

K. "BMC" means the Bellflower Municipal Code, as amended.

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City of Bellflower
Ordinance No. 1427

L. "Streets" means the public streets, ways, alleys and places within the City as the same now or may hereafter exist, and in which the City has the authority to grant a Franchise.

SECTION 3: Granting clause/Rights to Grantee; Term of Franchise A. Pursuant to, and subject to, the Franchise Act of 1937 (California Public Utilities Code §§ 6201-6302; "Act"), City grants to Grantee a franchise to use, or to lay and use pipes and appurtenances for transmitting and distributing oil or petroleum products for any and all purposes, under, along, across or upon the public streets within the City as described in Exhibit "A" and identified on the maps attached as Exhibit "B" and incorporated by reference.

B. As part of this Franchise, Grantee may install, operate, maintain, replace, repair, abandon in place and/or remove such scraper traps, manholes, flanges, conduits, culverts, vaults, valves, appliances, cathodic protection systems, attachments and other appurtenances (collectively, "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under this franchise; provided, however, that Grantee must first secure the requisite permits and/or approvals from City for construction or excavation.

C. This Franchise is granted in lieu of all other franchises for pipelines held by the Grantee, or by any predecessor of the Grantee, for transmitting and distributing oil or petroleum products within the City's present or future jurisdictional limits. Acceptance of this franchise constitutes Grantee's abandonment of all such franchises within the City's present or future jurisdictional limits in lieu of which this franchise is granted, and as Grantee's agreement to comply with all of the Franchise's terms and conditions.

D. This Franchise has a term of ten (10) years from and after the effective date of this Ordinance ("initial term"), unless the following occurs:

1. Grantee voluntarily surrenders or abandons the Franchise; or

2. The property affected by this Franchise is purchased, condemned, or otherwise taken by a public entity rendering the Franchise useless; or

3. The Grantee forfeits the Franchise by violating its terms and conditions or that of the Act.

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City of Bellflower
Ordinance No. 1427

E. Grantee has an option to extend this Franchise for an additional ten (10) year period of time before the end of the initial term of this Franchise, upon the City's written approval, which approval will not be unreasonably withheld or conditioned. The parties must commence good faith negotiations on such extension upon notification from Grantee to the City of its election to renew this Franchise, which notice must be given not later than twelve (12) months before the initial term expires.

SECTION 4: Compensation. In consideration of City's granting this Franchise, in addition to complying with the Franchise's terms and conditions, Grantee must pay to the City the following:

A. Base Annual Fee.

1. During the term of this Franchise, Grantee agrees to pay the City a base annual fee for this Franchise as set forth in § 6231.5 of the Act.

The base fee is subject to increase to the maximum rate established in subsequent amendments of the Act. The Franchise fee will be prorated for the remainder of the calendar year based on a 360-day year, with the first payment of the Franchise fee accruing from January 2, 2024.

2. Should Grantee partially abandon pipelines or should Grantee partially remove such pipelines payments otherwise due the City for occupancy of the streets by such pipelines will be reduced by the length and diameter of pipeline abandoned or the actual pipeline removed, beginning with the first day of the next succeeding Franchise year, and for each subsequent franchise year. The base rate, however, will be modified to reflect the increase (as provided below) applicable to such abandoned or removed pipeline at the beginning of the next succeeding Franchise year following abandonment or removal.

3. The base annual fee is due and payable annually on March 1, during the term of the Franchise for the preceding annual period, without demand and upon filing of the report required by this Section. Any fees or expenses charged to Grantee by City pursuant to this Section, or any other provision of this Franchise, unless disputed in good faith, must be paid when due or are deemed delinquent. Any undisputed delinquent amounts will accrue interest commencing thirty (30) days after the due date, at the rate of one and one-half percent (1.5%) per month (based upon a 30-day calendar month) or any lesser amount if required by law. Any neglect, omission or refusal by Grantee to pay any undisputed delinquent fee with any late charges, within thirty (30) days of written demand for payment is grounds for the City to declare the Franchise forfeited. ly40-11

City of Bellflower
Ordinance No. 1427

4. Payments must be made to the Office of Treasurer, City of Bellflower, or at such place as the City may, from time to time, designate in writing. The base annual fee must be paid annually during the term of the Franchise, including the year of granting the Franchise.

B. Annual Increase.

The amount of each annual payment of the base annual fee is subject to an increase after the first year of the Franchise and each subsequent year during the term of this Franchise, based on § 6231.5 of the Act, as amended

2. The increase is based on the Consumer Price Index (CPI), All Urban Consumers, for the Los Angeles -Anaheim -Riverside area (1982-84 = 100), as published by the United States Bureau of Labor Statistics, Department of Labor, for the month of September immediately preceding the month in which payment is due and payable, divided by the Consumer Price Index, All Urban Consumers, for the Los Angeles -Anaheim -Riverside area, for June 30, 1989, which equals 100. (Note: This was revised to reflect what is in the Cal. Public Utilities Code Section 6231.5) If the Index is discontinued or revised during the term of this Franchise, such other governmental price index or computation with which it is replaced chosen by the City will be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.

3. The City will determine the adjustment in CPI and will provide the Grantee with the correct schedule before February 1 preceding the month of March in which payment is due and payable.

C. Reports Required.

The Grantee must file with the City Clerk and City's Finance Director, on or before January 2nd after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this Franchise and on or before January 2nd (Note: These revisions were made to reflect the requirements set forth in Section 4(A)(3)) after the expiration of each calendar year thereafter, two copies of a report duly verified by the oath of the Grantee or by the oath of a duly authorized representative of the Grantee, showing for the immediately preceding franchise period:
(a) The length of pipelines in lineal feet covered by this Franchise; (b) The nominal internal diameter of such pipelines expressed in inches;
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Ordinance No. 1427

(c) The rate per foot per year; and
(d) The total amount due the City.

SECTION 5: Rights of the City.

A. This Franchise does not impair or affect any right of the City to acquire the property of the Grantee, either by purchase or through the exercise of the right of eminent domain, subject to Grantee's rights, remedies and defenses, and nothing in this Franchise may be construed to contract away, or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee, nor will this Franchise be given any value before any court or other public authority in any proceeding of any character in excess of the necessary publication costs and any other sums paid by Grantee to the City at the time this Franchise was acquired.

B. In connection with any change in grade, alignment or width of any public street, way, alley or place ("the Streets"), or the construction of any rail, subway or viaduct, or any other street improvement of any kind by the City, where Grantee's rights to occupy the Streets do not supersede the City's rights, Grantee must, at the City's direction and at Grantee's sole cost and expense, comply with all of the following provisions, as applicable:

Within ninety (90) days after Grantee receives written notice from the City that work is to be done pursuant to any reserved right and specifying the general nature of the work and the area in which the same is to be performed, the Grantee must commence to do all things necessary to protect and support its franchise property during the progress of such work. If so ordered by the City, Grantee must relocate those pipes and appurtenances installed, used and maintained within the street to such extent, in such manner, and for such period as is necessary to permit the performance of such work in an economical manner, and to permit the maintenance, operation and use of such improvement.

2. Grantee must pay to the City the full amount of any increase in cost for the construction, installation or repair of any bridge, or any artificial support in or underlying any street in which any pipes or appurtenances of the Grantee are located, if such increase in cost is required in order to provide for the installation, maintenance or operation of Grantee's pipes or appurtenances in or on the street area which the bridge or other artificial support covers or underlies. 1195111

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3. Grantee must cooperate with the City to take all actions reasonably necessary in order to accomplish the completion of any City street improvement project within a reasonable period of time. After Grantee receives written notice from the City that work is to be done, the Grantee must diligently prosecute such work to completion.

4. In the decision process necessary to determine if Grantee's pipelines and/or appurtenances are required to be relocated, the City will also consider all known future projects that, if done separately, may cause multiple relocation of the pipelines and/or appurtenances. If such known future projects can be identified, full consideration of concurrent projects will be given by City. If the City requires the relocation within the public street, way, alley or place more than once within a period of ten (10) years, the City will pay the cost of the second and all subsequent relocations within such ten (10) year period.

5. In the event that the City changes the planned rearrangement of pipelines, or the notice given to Grantee, the Grantee will be given an additional period of not less than sixty (60) days to accomplish such work. When Grantee's rights to occupy the Streets predate or supersede the City's rights, such relocations will be performed by Grantee as set forth above with the costs reimbursed to Grantee by City.

6. Except as otherwise provided above, when City requires a rearrangement of Grantee's facilities and such rearrangement is done for the accommodation of any person, firm, corporation or public agency other than the City, the cost of such rearrangement will be borne by the accommodated party. Such accommodated party, in advance of such rearrangement, must (a) deposit with the Grantee either cash or a corporate surety bond in an amount, as in the reasonable discretion of the Grantee, to pay the costs of such rearrangement, and (b) execute an instrument agreeing to indemnify, defend and hold harmless Grantee from any and all damages or claims caused by such rearrangement. This provision will not be construed to require Grantee to rearrange its facilities. Any accommodation for rearrangement of Grantee's facilities will be made at the Grantee's sole discretion.

7. Nothing in this Agreement may be construed to require the City to move, alter, or relocate any of its pipelines upon public streets at its own expense, for the convenience, accommodation or necessity of any other public utility, person, firm or corporation, now or hereafter owning a public utility system of any type or nature, or to move, alter, or relocate any part of its pipelines upon said streets for the convenience, accommodation or necessity of the Grantee.

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City of Bellflower
Ordinance No. 1427

SECTION 6: Other obligations of Grantee; Indemnification. The Grantee must comply with all of the following provisions:

A. Within sixty (60) days after the City Council adopts this Ordinance, Grantee must file with the Director improvement plans relating to all of Grantee's facilities located within the City, and a map or maps showing the location, length and size of all such facilities which have been installed, relocated, removed or abandoned by Grantee.

B. Within six (6) months after the installation of any new pipelines under this franchise, Grantee must file with the Director an "as built" map or maps showing the approximate location, length and size of all of Grantee's pipelines so installed.

C. Grantee must construct, install and maintain all pipes and appurtenances in a good and workmanlike manner, and of good materials, and operate in conformity with all applicable federal, state, and local laws including, without limitation, the Bellflower Municipal Code (BMC). In case of public utilities subject to the jurisdiction of the Public Utilities Commission of the State of California, the rules, regulations and orders of the Public Utilities Commission will govern whenever any conflict may exist between them and the applicable ordinances, codes, rules and regulations adopted or prescribed by the City. To the extent required by applicable law, the Grantee must obtain and maintain a permit from the Los Angeles County Fire Department to construct, install, use, operate, repair or modify a pipeline for the transportation of flammable or combustible liquids.

D. Grantee must pay the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this Franchise, provided Grantee fails to make such repairs after notice and reasonable opportunity to complete such repairs.

E. Grantee agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, and employees, from and against any and all claims, losses, liabilities, damages to persons or property, demands, actions, judgments, causes of action, assessments, penalties, costs and expenses (including, without limitation, reasonable fees of legal counsel, expert witnesses and accountants) arising out of or resulting from Grantee's operations under this franchise, except to the extent caused by City's sole active negligence, and for all damages proximately resulting from the failure of Grantee to faithfully observe and perform each and every provision of this franchise and of the Act. Grantee is solely responsible for complying with all laws, regulations, and other orders which are applicable to the installation, repair, relocation or removal of its facilities, whether federal, state or local. City's approval of such installation, repair, relocation or removal will not relieve Grantee of any liability Grantee may have for contaminated soils or other environmental liability attributable to or arising from Grantee's pipes, appurtenances and other facilities. Any fee paid by Grantee pursuant to this Agreement will in no way limit Grantee's obligation to compensate City for any damage, claim, expense or loss whatsoever, as set forth in this paragraph.
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F. In addition, Grantee indemnifies and holds the City harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney's fees and penalties), injuries, or liability, arising out of this Agreement, or its performance including, without limitation, damages or penalties arising from Grantee's removal, remediation, response or other plan concerning any Hazardous Materials resulting in the release of any hazardous substance into the environment. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, Grantee will defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise.

1. The foregoing indemnity is intended to operate as an agreement pursuant to 42 USC § 9607(e) (the Comprehensive Environmental Response, Compensation and Liability Act; "CERCLA") and Health & Safety Code § 25364 to defend, protect, hold harmless, and indemnify the City from all forms of liability under CERCLA, or other applicable law, for any and all matters addressed in this Franchise.

G. In no event will Grantee's indemnity obligation under this Franchise include indemnification for the City's gross negligence or willful misconduct.

SECTION 7: INSURANCE.

A. Before commencing performance under this Franchise, and at all other times this Agreement is effective, Grantee must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance
Commercial general liability:

Workers compensation
Limits (combined single)
$10,000,000
Statutory requirement.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies will be endorsed to name the City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.
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Ordinance No. 1427

C. Grantee will furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M.

Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Grantee will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

D. Should Grantee, for any reason, fail to obtain and maintain the insurance required by this Agreement, the City may obtain such coverage at Grantee's expense or terminate this Franchise.

E. Grantee must deliver to City, in the manner provided for notices, copies or endorsements of all insurance certificates and endorsements required by this Ordinance, within the following time limits:

1. For insurance required at commencement of this Ordinance, within thirty (30) days after this Ordinance becomes effective;

2. For insurance becoming required at a later date, at least ten (10) days before the requirement becomes effective, or as soon thereafter the requirement, if new, becomes effective; and

3. For any renewal or replacement of a policy already in existence, at least twenty (20) days after expiration or other termination of the existing policy.

B. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10,000,000.00 within the preceding year. The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provisions and specified limits contained herein, and is approved by the City Manager and City Attorney. If such approval for self- insurance is granted, the City will be precluded from exercising the remedies afforded to it pursuant to subsection D of this Section 7.

SECTION 8: PRESENCE OF HAZARDOUS MATERIALS: Except as
otherwise provided below, Grantee may not or permit any Hazardous Materials to be discharged or released in, under, or about the streets or adjacent properties at any time.

Grantee must, at its expense, procure, maintain in effect and comply with all conditions of any and all applicable permits, licenses, and other governmental and regulatory approvals required of Grantee for Grantee's use of the streets or adjacent properties. lX61

City of Bellflower
Ordinance No. 1427

Upon expiration or earlier termination of the franchise term, Grantee must cause all Hazardous Materials released by Grantee in or under the Streets or adjacent properties, if any, to be removed from the streets or adjacent properties in accordance with and in compliance with all applicable laws. Grantee may not take any remedial action in response to the presence of any Hazardous Materials in or about the streets or adjacent properties, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the streets or adjacent properties, without first notifying City of Grantee's intention to do so and affording City ample opportunity to appear, intervene or otherwise appropriately assess and protect City's interests.

SECTION 9: NOTICE TO GRANTOR: Grantee must immediately notify City in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any applicable laws relative to the streets or adjacent properties; (ii) any claim made or threatened by any person against Grantee or the streets or adjacent properties relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any governmental agency arising out of or in connection with any Hazardous Materials in or removed from the streets or adjacent properties, including any complaints, warnings or asserted violations in connection therewith. Grantee must also supply to City as promptly as possible copies of all claims, reports, complaints, notices, warnings or asserted violations, relating in any way to the streets or adjacent properties, or Grantee's use of the streets. Grantee must promptly deliver to City copies of manifests reflecting the legal and proper disposal of all Hazardous Materials removed by the Grantee from the streets or adjacent properties.

SECTION 10: Assignability. Grantee may sell, transfer or assign this Franchise or any interest therein directly or indirectly, or any of the rights or privileges hereby granted, with the City's prior written consent, which will not be unreasonably withheld. Notwithstanding the above statement, Grantee may transfer or assign this Franchise to any parent, subsidiary or affiliate without obtaining the consent of City, provided Grantee provides written notification within thirty (30) days of said transfer or assignment and submits written evidence of the same, including a certification executed by a duly authorized officer of the Grantee. Upon compliance with the foregoing, this Franchise will be binding on the successors and assigns of the parties hereto, and inure to the benefit of the successors and assigns of the parties hereto.

SECTION 11: Excavations.

A. Grantee must obtain an excavation permit in accordance with the BMC, and pay the applicable fee therefor, before commencing any excavation in any street or public right of way, or before disturbing the earth beneath the surface of the street, except in the case of an emergency. Before any excavation permit is issued for the construction or installation of a pipeline for the transmission of flammable or combustible liquids, gases or hazardous materials, Grantee must obtain the applicable permits from the City. If the proposed location of the excavation does not, or will not, INTO

City of Bellflower
Ordinance No. 1427

unreasonably interfere with the use of the streets by the City or if Grantee holds rights to occupy the area of the Streets which supersede the City's rights, and Grantee complies with all applicable laws, the Public Works Director will issue the appropriate permit(s).

B. Where it is necessary to lay any underground pipes through, under or across any portion of a paved or macadamized street, such work, where deemed by Grantee in its sole discretion to be a safe method of installation, as well as practicable and economically feasible, may be done by a tunnel or bore so as not to disturb the foundation of such paved or macadamized street. If the same cannot be done, or if it is necessary to cut the street in order to access existing pipes and appurtenances, such work will be done pursuant to an excavation permit.

C. All work is subject to the City's inspection. All street coverings or openings, valves, vaults and manholes must at all times be kept flush with the surface of the streets; provided, however, that vents for underground vaults and manholes as well as cathodic protection devices, including pole -mounted rectifiers may, subject to the City's prior approval, extend above the surface of the streets when such vents and cathodic protection devices, including pole -mounted rectifiers, are located in parkways, between the curb and the property line. The Grantee must provide adequate traffic safety barriers, signs, devices and traffic safety warning equipment in accordance with the BMC and comply with such additional safety measures as the City may direct.

D. In emergencies, Grantee may commence excavation of streets without prior permit; provided, however, Grantee acts in a reasonable and diligent manner as soon as practicable after the onset of said emergency to obtain a permit authorizing such work.

E. Grantee acknowledges that the City's records may not be complete and that pipes and appurtenances previously unknown to City are frequently discovered. Consequently, by granting this franchise or by approving any excavation permit requested by Grantee, the City does not warrant the accuracy of information supplied to the Grantee by the City regarding the location or existence of other facilities. Nothing herein will make the City, or any officer, agent or employee of the City, responsible or liable to the Grantee or to any other person by virtue of the City's approval of excavation permit plans, regardless of whether any information is supplied by the City to the Grantee pertaining to the location of existing pipes, facilities or other improvements on, in or under any street or other public property.

F. Except as otherwise provided, Grantee cannot excavate public streets that were resurfaced with an emulsified asphalt "slurry" or asphalt "cape seal" within the previous two (2) years, or improved with asphalt/concrete within the previous five (5) years, of the proposed excavation date. 11CM

City of Bellflower
Ordinance No. 1427

G. Excavation of a public street will be allowed by permit under only the most unusual circumstances if the Public Works determines that relocation or boring is not feasible. Under such circumstances, the Public Works Director will require the Grantee to meet the city's construction standards for excavating in recently resurfaced streets, pay all costs associated with such excavation, and provide such additional security to ensure the integrity of the recently resurfaced public street as may be reasonable required by the Public Works Director.

SECTION 12: Grantee's Emergency Response Plan; Pipeline Accidents A. The Grantee must develop and maintain an emergency response plan, reasonably satisfactory to the City, which covers all franchise operations within the City. In general, an emergency response plan meeting the requirements of Federal and State law and containing the information contained in this section is acceptable. The emergency response plan must include a 24-hour notification program and proof of arrangements capable of providing emergency response services, including without limitation to traffic control, street excavation pipeline repair, and supplies and services as necessary, within two (2) hours of notification of any problem, and such other information as the City may reasonably require. Repairs to a public street, alley or parkway must be completed within 72 hours of Grantee completing repairs to its facilities and clean up of any materials released from its facilities, if reasonably possible, unless otherwise authorized by the City. The City must be notified ten (10) days in advance of any proposed change in such arrangements. Any changes in or revisions to Grantee's emergency response plan must be submitted to the City on the first working day of the subsequent calendar year.

B. Whenever any pipeline or appurtenance breaks or leaks so as to cause the release of oil or petroleum products into or under the public right-of-way, Grantee, and any other person using or controlling the pipeline or appurtenance, must immediately notify the City's Public Safety Department and Public Works Department and implement precautionary safety measures including traffic control, system shutdown, valve closures, and public notification. In the event of an emergency which threatens life, health, safety, or property, and where it is not possible to obtain an excavation permit before commencing the work, the Grantee may commence such work; provided, however, that within seventy-two (72) hours thereafter the Grantee must apply for an excavation permit. Adequate traffic safety barriers must be maintained at all times, and any damaged portion of the street must be restored to at least the condition that existed immediately before the damage.
lX0:11

City of Bellflower
Ordinance No. 1427

C. If any portion of any City street is damaged by reason of defects, breaks or leaks in any of the pipes and appurtenances maintained or constructed by Grantee, or by reason of any other cause attributable to or arising from the operation of any pipes and appurtenances constructed or maintained by Grantee, the Grantee must, at its sole cost and expense, immediately repair all damage and restore the street to the condition existing before such damage occurred. All such work must be done under the City's direction, and to the City's reasonable satisfaction. Grantee must repair such damage and restore the street within three (3) working days after receiving a written demand from the City or such other reasonable period as the Director may authorize when required for the protection of the public health and safety.

D. Should Grantee, after reasonable notice, fail or refuse to pave, surface, grade, repave, resurface or regrade any damaged street as required by the provisions of this franchise, the City may cause the work to be done after written notice is given to Grantee and will keep an itemized account of all costs incurred. The Grantee agrees to, and must, reimburse the City for all such costs, including reasonable administrative overhead expenses, within thirty (30) days after presentation to Grantee of an itemized account of such costs.

SECTION 13: Abandonment. Should Grantee abandon all or any part of the pipes and appurtenances which encompass this Franchise, such abandonment must be accomplished by Grantee as required by the State of California Pipeline Safety Act, or other governing State or Federal laws or statutes. Grantee will not owe the City any compensation for the privilege of said abandonment. The ownership of all franchised property so abandoned in place, immediately vest in the City except that Grantee will retain all liability for the installation or construction of those facilities, and any liability for Hazardous Materials, as those liabilities exist as of the date of the Abandonment.

SECTION 14: Default.

A. Effect of Default. Should Grantee default in the performance of any of the terms, covenants and conditions herein, and such default is curable, the City may give written notice to Grantee of such default. Should Grantee not commence the work necessary to cure such default within sixty (60) days after such notice is received by Grantee, or prosecute such work diligently to completion, the City may declare this Franchise forfeited. Upon giving written notice of forfeiture to Grantee, this Franchise will terminate and Grantee's rights will terminate. Should the Franchise be forfeited, Grantee must execute an instrument of surrender and deliver same to City. In the event of noncompliance by the Grantee with any of these conditions, the City may, in addition to all other remedies, bring suit for the forfeiture or termination of this Franchise.
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City of Bellflower
Ordinance No. 1427

B. Force Majeure. Should Grantee's performance of this Franchise be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond Grantee's control, then Grantee will not be deemed to be in default or forfeit its Franchise rights if it commences and prosecutes performance with all due diligence and promptness upon being able to do so.

C. Cumulative Remedies. No provision of this Franchise for enforcing the terms and conditions of this Franchise is an exclusive remedy or procedure for enforcement . These remedies and procedures are in addition to those provided by law and are cumulative.

SECTION 15: Dispute Resolution. If a dispute arises between the parties relating to this Franchise, the parties agree to use the following procedure before either party pursuing other available legal remedies, except when doing so would cause the expiration of an applicable statute of limitations. A meeting will be held promptly between the parties, attended by individuals with decision -making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) days after such meeting the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation. City and Grantee will equally advance a proportionate share of the costs of mediation. The parties will jointly appoint a mutually acceptable mediator within thirty (30) days from the conclusion of the negotiation period. The parties agree to participate in good faith in the mediation and related negotiations for a period of sixty (60) days. Any decision of the mediator must be supported by written findings of facts and conclusions of law. If the parties are not successful in resolving the dispute through the mediation, the matter may be submitted to a court of law.

SECTION 16: Notice.

Any notice required to be given under the terms of this Franchise, the manner of services of which is not specifically provided for here, may be served to the following identified addresses, or to such other address as may from time to time be furnished in writing by one party to the other, and by depositing said notice in the United States mail, postage prepaid. When the services of any such notice is made by mail, the time such notice will begin with and run from, is the date of deposit of the same in the United States mail.

Upon City: City of Bellflower
Public Works Department
Attn: Director of Public Works
16600 Civic Center Dr. Bellflower, CA 90706
!Z[111

City of Bellflower
Ordinance No. 1427

Upon Grantee: SFPP/Kinder Morgan
Attn: Land & ROW Department
1001 Louisiana St. Ste #1400
Houston, TX 77002
Copy: SFPP/Kinder Morgan
Attn: Kurtis Johnson, Senior Right of Way Agent
2319 S. Riverside Ave.

Bloomington, CA 92316
SECTION 17: Grantee's Acceptance of Franchise. Except as otherwise stated herein, Grantee must within thirty (30) days after this Franchise is adopted, file with the officers of the City designated herein the following instruments or documents:

A. File with the City Clerk Grantee's written acceptance of the terms and conditions of this ordinance.

B. File with the City Clerk certified copies of the policies of liability insurance and workers' compensation insurance, or, in lieu thereof, certificates evidencing such insurance, which policies must be in accordance with the terms and conditions of this ordinance. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10 million within the preceding year.

The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provision and specified limits contained herein, and is approved by the City Manager and City Attorney.

C. File with the City Clerk, within ten (10) business days after the City Council adopts and passes the ordinance granting this franchise and thereafter at all times during the life of the Franchise keep on file with the City Clerk, a bond issued by an admitted surety insurer, and in a form approved by the City Attorney, in the penal sum of One Hundred Thousand Dollars ($100,000), conditioned that the Grantee will 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 therein specified will be recoverable from the principal and surety upon said bond.

If said bond is not filed, or if it does not receive the approval of the City Attorney, the Franchise may be revoked or forfeited and any money paid to the City in connection therewith will be retained by the City.

SECTION 18: Reimbursement for City's posting and publication expenses.

The Grantee will pay the City a sum of money sufficient to reimburse the City for all posting and publication expenses incurred in connection with the granting of this Franchise. Such payment must be made by Grantee within thirty (30) days after the City provides to the Grantee a written statement of such expenses.

K1le

City of Bellflower
Ordinance No. 1427

SECTION 19: Venue. The Parties agree that all actions or proceedings arising in connection with the ordinance will be tried and litigated in the State courts located in the County of Los Angeles, State of California. The Parties intend that this choice of venue be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Ordinance in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the State courts located in the County of Los Angeles, State of California have in person jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement.

SECTION 20: No Waiver. Grantee is not excused from complying with any of the terms and conditions of this Ordinance by any failure of the City upon any one (1) or more occasions to insist upon or to seek compliance with any such terms or conditions.

No City waiver of any provision or consent to any action constitutes a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent constitutes a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically set forth in writing. Any waiver given by a party will be null and void if the party requesting such waiver has not provided full and complete disclosure of all material facts relevant to the waiver requested.

SECTION 21: Binding Effect. Each and all of the provisions hereof are binding on and inure to the benefit of the Parties and their respective heirs, successors, and permitted transferees and assigns.

SECTION 22: Amendment. No amendment, modification, or supplement to this ordinance is binding on any of the parties unless it is in writing, signed by the parties, and approved through legislative action.

SECTION 23: Entire Agreement. This ordinance constitutes the entire agreement between the parties with regard to this subject matter. This ordinance supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this agreement.

SECTION 24: Construction. Each party has been represented by counsel in the negotiation and execution of this ordinance. The terms of this ordinance were negotiated by the Parties and the language used in this Franchise is deemed to be the language chosen by the Parties to express their mutual intent. This Franchise will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in the favor of the party receiving a particular benefit under this Agreement. No rule or strict construction will be applied against any Person.
15PA

City of Bellflower
Ordinance No. 1427

SECTION 25: Miscellaneous Provisions.

A. Captions. The captions here are for convenience and reference only, and are not part of this Franchise, and do not in any way limit, define or amplify the terms and provisions hereof.

B. Governing Law. This Franchise has been made and will be construed and interpreted in accordance with the laws of the State of California.

C. Execution. The Mayor of the City will approve and sign and the City Clerk will attest to the passage of this Ordinance. This Ordinance will take effect thirty (30) days from the date of its adoption. Once this Ordinance becomes effective, it will be deemed to be applicable as of April 24, 2024 SECTION 26: Repeal of any provision of the Bellflower Municipal Code will not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date.

Any such repealed part will remain in full force and effect for sustaining action of prosecuting violations occurring before the effective date of this Ordinance.

SECTION 27: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable.

SECTION 28: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of Bellflower's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.

SECTION 29: This Ordinance becomes effective thirty (30) days after adoption.

X911

City of Bellflower
Ordinance No. 1427

ORDINANCE NO. 1427 HAD ITS FIRST READING ON MARCH 11, 2024, ITS

SECOND READING ON , AND WAS DULY PASSED, APPROVED, AND

ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AT ITS

REGULAR MEETING OF
Dan Koops, Mayor
ATTEST:

Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
ATTACHMENTS:

Exhibit A: Pipeline Location
Exhibit B: Existing Pipeline Map
MEN

ORDINANCE NO. 1427 — EXHIBIT A

PIPELINE LOCATION
SFPP's Franchise Property within the City's public right-of-way consists of four thousand five hundred twenty-nine (4,529) lineal feet of sixteen -inch (16") pipes in Alondra Boulevard from Hayter Avenue and continues easterly to the County of Los Angeles Metropolitan Transportation Authority railroad right-of-way between Pacific Avenue and Flora Vista Street.

E161

ORDINANCE NO. 1427 — EXHIBIT B

EXISTING PIPELINE MAP
4 CITY OF BELLFLOWER
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CITY OF BELLFLOWER
RESOLUTION NO. 24-06

A RESOLUTION DECLARING ITS INTENTION TO GRANT AN
OIL PIPELINE FRANCHISE TO SFPP, L.P. ("SFPP"), A DELAWARE

LIMITED PARTNERSHIP, AND SETTING A PUBLIC HEARING DATE
FOR MARCH 11, 2024
THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1. Recitals. The City Council finds and declares as follows:

A. The City Council adopted Ordinance No. 941 on December 14, 1998, granting a 25-year public utility service pipeline franchise agreement (Agreement File No. 287) to SFPP, L.P. ("SFPP");
B. SFPP had a 25-year Agreement with the City which expired on January 12, 2024, but which franchise agreement SFPP maintained in a holdover status by annually submitting payment of franchise fees calculated pursuant to the terms of such franchise agreement and the City's acceptance thereof; C. The purpose of the pipeline is to transport oil or products thereof; D. SFPP seeks to be granted by the City a new franchise agreement for ten (10) years, with the option of a ten (10) year renewal, for the same pipelines; E. It is the intent of the City Council of the City of Bellflower to grant said franchise upon the applicant fulfilling all requirements of the law and additional conditions as may be required by the City;
F. The City Council will hold a public hearing on the proposed granting of the oil pipeline franchise on March 11, 2024, at 7:00 p.m. in the City Council Chambers at Bellflower City Hall, 16600 Civic Center Drive, Bellflower, California 90706. Any persons having any objection to the granting of the oil pipeline franchise may appear before the City Council and be heard at that time.

SECTION 2. Factual Findings.

A. On December 14, 1998, The City of Bellflower ("City") granted SFPP a 25- year franchise agreement ("Agreement") to install, operate, maintain, replace, change the size, abandon in place, and/or remove pipe lines for the transportation of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water, mud steam of other substances transportable by pipelines, including cathodic protection facilities for SFPP's business (collectively "Franchise Property") within the public streets, highways, and other public ways or public property of the City.

15VA

City of Bellflower
Resolution No. 24-06

B. SFPP had a 25-year Agreement with the City which expired on January 12, 2024, but which franchise agreement SFPP maintained in a holdover status by annually submitting payment of franchise fees calculated pursuant to the terms of such franchise agreement and the City's acceptance thereof.

C. SFPP's Franchise Property within the City's public right-of-way consists of four thousand five hundred twenty-nine (4,529) lineal feet of sixteen -inch (16") pipes in Alondra Boulevard from Hayter Avenue and continues easterly to the County of Los Angeles Metropolitan Transportation Authority railroad right-of-way between Pacific Avenue and Flora Vista Street.

D. The City Clerk is hereby directed to transmit a certified copy of this Resolution to:

SFPP/Kinder Morgan
Attention: Kurtis Johnson, Senior Right of Way Agent
2319 S. Riverside Ave.

Bloomington, CA 92316
SECTION 3. Approval. By adopting this resolution, City Council declares its intention to grant said franchise agreement to SFPP and its successors. To the extent that any other resolution pertaining to a franchise agreement with SFPP is incorporated into this Resolution, it is superseded or amended in its entirety.

SECTION 4. This Resolution does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before, this Resolution's effective date. Any such amended part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Resolution.

SECTION 5. Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts were made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.

SECTION 6. Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record.

The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact.
15E:11

City of Bellflower
Resolution No. 24-06

SECTION 7. Construction. This Resolution must be broadly construed to achieve the purposes stated in this Resolution. It is the City Council's intent that the provisions of this Resolution be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Resolution.

SECTION 8. Severability. If any part of this Resolution or its Application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Resolution are severable.

SECTION 9. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

SECTION 10. The Mayor, or presiding officer, is authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or her duly appointed deputy, is directed to attest.

SECTION 11. Effective Date. This Resolution will become effective immediately upon adoption and will remain effective unless repealed or superseded.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 12TH DAY OF FEBRUARY 2024.
'(94 eec�
Dan Koops, Mayor
ATTEST:

ISL011

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES )SS

CITY OF BELLFLOWER )
I, Mayra Ochiqui, City Clerk of the City of Bellflower, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 24-06 was duly passed, approved, and adopted by the City Council of the City of Bellflower at the Joint Regular Meeting of the City Council and Financing Authority on February 12, 2024, by the following vote to wit:

AYES: Council Members - Sanchez, Santa Ines, Dunton, Morse RECUSE: Council Member - Mayor Koops
Dated: February 13, 2024
Mayt
reliflower,
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(SEAL)
&7111

CITY OF BELLFLOWER

NOTICE OF PUBLIC HEARING TO CONSIDER GRANTING TWO
OIL PIPELINE FRANCHISES TO SFPP, L.P.

TAKE NOTICE that the Bellflower City Council will conduct a public hearing on Monday, March 11, 2024, at 7.00 p.m. in the Council Chambers located at 16600 Civic Center Drive, Bellflower, CA 90706 to consider two ordinances granting to SFPP, L.P., a Delaware Limited Partnership, two oil pipeline franchises within the City of Bellflower.

The City of Bellflower invites members of the public to review and comment on this item. Copies of the staff report and supporting documents regarding this matter may be inspected by the public on the City's website at www.bellflower.org , or by appointment in the City Clerk's Office at Bellflower City Hall, 16600 Civic Center Drive, Bellflower, California; telephone number (562) 804-1424, extension 2220.

All written comments concerning this may be submitted to the City Clerk's Office at 16600 Civic Center Drive, Bellflower, CA 90706; or by email at [email protected].

If you wish to challenge this item in court, you may be limited to raising only those issues you or someone else raised at the Public Hearing described in this notice, or in written correspondence delivered to the City at or before the Public Hearing.

MAYRA OCHIQUI, CITY CLERK
The preceding Notice is to be published twice in the Legal Advertisements Section of the Friday, February 23, 2024, and Friday March 1, 2024, issues of Los Cerritos Communitv News.
-51-

G10'� OF BELLFLOIW,i
staf
�ORO4'LNG TOGETVo_R leport
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Len Gorecki, Assistant City Manager/Director of Public Works Wangsu Lee, Management Analyst
SUBJECT: Consideration and possible action to waive further reading and adopt Ordinance No. 1428 - An Ordinance granting to Air Products Manufacturing, LLC ("Air Products"), a Delaware Limited Liability Company, an oil pipeline franchise within the City of Bellflower.

DATE: March 25, 2024

EXECUTIVE SUMMARY
Ordinance No. 1428 was introduced on March 11, 2024. Second reading and adoption is recommended. If adopted, the ordinance will take effect in 30 days.

RECOMMENDATION TO CITY COUNCIL
1) Waive further reading and adopt Ordinance No. 1428; or 2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
The proposed franchise with Air Products is a non-public utility franchise; therefore, fees are negotiable. Air Products will pay the City a one-time granting fee of $10,000 and a negotiated base annual franchise fee for the use of 4-inch (4" internal diameter), adjusted annually based on the change in the Consumer Price Index for the local area. The franchise fee for 2023, due on March 1, 2024, was $4,049.27. If Air Products opts to extend the franchise by one (1) additional 10-year term, Air Products will pay the renewal fee of $6,000, which will also be adjusted for the CPI increase for the local area.

DISCUSSION
Upon adoption of Ordinance No. 1428, Air Products will file with the City Clerk, within ten (10) business days, a bond issued by an admitted surety insurer, and in a form approved by the City Attorney, in the penal sum of One Hundred Thousand Dollars ($100,000), conditioned that the Grantee will 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 therein specified will be recoverable from the principal and surety upon said bond.

BE

Staff Report
Manufacturing,
March 25, 2024

- Adoption of Ordinance No. 1428 granting Air Products
LLC an oil pipeline franchise
DISCUSSION — Continued
Before commencing performance under this Franchise, and at all other times this Franchise Agreement is effective, Grantee must procure and maintain the minimum ten million dollar ($10,000,000) commercial general liability insurance and workers compensation per statutory requirement. The commercial general liability insurance coverage required for the previous franchise agreement (Agreement File No. 216.1.2) was five million dollars ($5,000,000) per occurrence. As a non-public utility franchise, Air Products will pay a one-time granting fee of Ten Thousand Dollars ($10,000) within thirty (30) days after the City Council adopts Ordinance No. 1428. Ordinance No. 1428 will take effect thirty (30) days from the date of its adoption. Staff has contacted Air Products for the installation date of the pipeline, but at the time of posting, this information is not yet available.

ATTACHMENTS
OrdinanceNo. 1428........................................................................................................3 March 11, 2024, Staff Report........................................................................................ 24 rz

CITY OF BELLFLOWER
ORDINANCE NO. 1428

AN ORDINANCE GRANTING TO AIR PRODUCTS MANUFACTURING,
LLC ("AIR PRODUCTS"), A DELAWARE LIMITED LIABILITY

COMPANY, AN OIL PIPELINE FRANCHISE WITHIN THE CITY OF

BELLFLOWER
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:

SECTION 1: The City Council finds and determines as follows:

A. The City of Bellflower ("City") received an application from Air Products Manufacturing, LLC ("Air Products") for a franchise to lay and use pipes and appurtenances for transmitting and distributing oil or products thereof (as defined below), for any and all purposes in, under, along, across or upon the public streets, ways, alleys and places within the city of Bellflower.

B. On November 14, 2023, Air Products ("Purchaser") completed its Asset Purchase and Sale Agreement with Paramount Pipeline, LLC ("Paramount Pipeline"; "Seller") to purchase the pipeline assets in the City of Bellflower covered under Franchise Agreement No. 216.1.2. Prior to the Asset Purchase and Sale Agreement, Paramount Pipeline had a 20-year oil pipeline franchise agreement with the City which expired on January 25, 2024. Air Products seeks to be granted by the City a new franchise agreement for ten (10) years, with the option of a ten (10) year renewal, for the existing pipelines previously owned by Paramount Pipeline covered under Agreement File No. 216.1.2.

C. In accordance with state law, the City Council, at a regular meeting held on February 12, 2024, declared its intention to grant said franchise agreement to Air Products by adopting Resolution No. 24-08.

D. The City Council also conducted a duly noticed public hearing on March 11, 2024, and after considering all oral and written testimony at said hearing, approved the granting of this franchise agreement to Air Products in accordance with the terms and conditions of this Ordinance.

SECTION 2: Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in this chapter.

A. "City" or "Grantor" means the city of Bellflower, a general law city and municipal corporation of the State of California, in its present incorporated form or in any later reorganized, consolidated, enlarged or reincorporated form.

B. "Director" means the Director of Public Works of the City.

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Ordinance No. 1428

C. "Engineer" means the City Engineer of the City, or designee.

D. "Facilities" means "Pipes and Appurtenances" as defined below.

E. "Franchise" means this Ordinance, including its terms and conditions, and includes the authorization by the City to transmit and distribute oil or petroleum products for any and all purposes under, along, across or upon the public streets, ways, alleys and places in the City by means of pipes and appurtenances.

F. "Grantee" means Air Products, a Delaware Limited Liability Company and its lawful successors or assigns.

G. "Hazardous Materials" means any flammable, explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, local law or regulation or which, even if not so regulated, may or could pose a hazard to public health and safety, including, without limitation, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource Recovery and Recycling Act (Gov't. Code §§ 66700 et seq.); the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.); California Health & Safety Code §§ 25117 or 25316, including the regulations promulgated thereto (see 22 Cal. Code of Regs. § 66261.3); any substances or mixture regulated under the Toxic Substance Control Act of 1976 (15 U.S.C. §§ 2601 et seq.); any "toxic pollutant" under the Clean Water Act (33 U.S.C. §§ 1251 et seq.); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. §§ 7901 et seq.).

H. "Lay and use" means to lay, construct, erect, install, operate, maintain, use, repair, replace, or remove.
"Oil or petroleum products" means oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, nitrogen and other industrial gases, water, waste water, mud, steam and other liquid substances not more hazardous than the aforesaid substances.

J. "Pipes and appurtenances" means pipes, pipelines, manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines, including conduits, cathodic protection devices, wires, cables, other appurtenances and fiber optic communications systems necessary or convenient for the exercise of the Grantee's business in, upon, along, across, under or over those streets of the City which are described in the attached Exhibit "A" which is incorporated by reference.

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K. "BMC" means the Bellflower Municipal Code, as amended.

L. "Streets" means the public streets, ways, alleys and places within the City as the same now or may hereafter exist, and in which the City has the authority to grant a Franchise.

SECTION 3: Granting clause/Rights to Grantee; Term of Franchise A. Pursuant to, and subject to, the Franchise Act of 1937 (California Public Utilities Code §§ 6201-6302; "Act"), City grants to Grantee a franchise to use, or to lay and use pipes and appurtenances for transmitting and distributing oil or petroleum products for any and all purposes, under, along, across or upon the public streets within the City as described in Exhibit "A" and identified on the maps attached as Exhibit "B" and incorporated by reference.

B. As part of this Franchise, Grantee may install, operate, maintain, replace, repair, abandon in place and/or remove such scraper traps, manholes, flanges, conduits, culverts, vaults, valves, appliances, cathodic protection systems, attachments and other appurtenances (collectively, "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under this franchise; provided, however, that Grantee must first secure the requisite permits and/or approvals from City for construction or excavation.

C. This Franchise is granted in lieu of all other franchises for pipelines held by the Grantee, or by any predecessor of the Grantee, for transmitting and distributing oil or petroleum products within the City's present or future jurisdictional limits. Acceptance of this franchise constitutes Grantee's abandonment of all such franchises within the City's present or future jurisdictional limits in lieu of which this franchise is granted, and as Grantee's agreement to comply with all of the Franchise's terms and conditions.

D. This Franchise has a term of ten (10) years from and after the effective date of this Ordinance ("initial term"), unless the following occurs:

1. Grantee voluntarily surrenders or abandons the Franchise; or

2. The property affected by this Franchise is purchased, condemned, or otherwise taken by a public entity rendering the Franchise useless; or

3. The Grantee forfeits the Franchise by violating its terms and conditions or that of the Act.
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Ordinance No. 1428

E. Grantee has an option to extend this Franchise for an additional ten (10) year period of time before the end of the initial term of this Franchise, upon the City's written approval, which approval will not be unreasonably withheld or conditioned. The parties must commence good faith negotiations on such extension upon notification from Grantee to the City of its election to renew this Franchise, which notice must be given not later than twelve (12) months before the initial term expires.

SECTION 4: Compensation. In consideration of City's granting this Franchise, in addition to complying with the Franchise's terms and conditions, Grantee must pay to the City the following:

A. Granting Fee.

Grantee agrees to pay the City a granting fee of Ten Thousand Dollars ($10,000) within thirty (30) days after the City Council adopts this ordinance.

2. If at any time during the first ten (10) years following the granting of this franchise additional pipeline is added which results in a total length of pipeline of one -quarter (1/4) mile or more, or if the diameter of the pipeline is increased by any measure, Grantee agrees to pay the City an additional granting fee of Ten Thousand Dollars ($10,000) at the same time said footage or width is added.

B. Renewal Fee.

If Grantee exercises the option to extend the term of this Franchise, then Grantee agrees to pay the City a renewal fee of Six Thousand Dollars ($6,000), plus an adjustment determined by the percentage increase in the Consumer Price Index (CPI) for All Consumers, Los Angeles -Riverside -Orange County Area, for the ten-year (10-year) period ended three (3) months prior to the renewal fee's payable date. Renewal fees will be due and payable to the City within thirty (30) days after the commencement of the renewed ten-year (10- year) term.

C. Base Annual Fee.

During the term of this Franchise, Grantee agrees to pay the City a base annual fee for this Franchise based upon a base franchise fee rate for the pipeline area occupied by the pipelines at an annual rate of $1.68 per cubic foot. The pipeline area occupied by a pipeline or conduit including protective covering, pipe connections, cathodic protection facilities, pipe casings and other minor appurtenances shall be taken as equivalent to the volume occupied by a cylinder of equal length having a diameter of one (1) inch for metal pipe or two (2) inches for plastic pipe greater than the nominal internal diameter of the pipe or conduit but in no case with an equivalent cylinder "0

City of Bellflower
Ordinance No. 1428

diameter less than four (4) inches, and the payment rate therefore shall be computed to the nearest tenth of a cent per lineal foot of pipe. The Franchise fee will be prorated for the remainder of the calendar year based on a 360-day year, within the first payment of the Franchise fee accruing as of January 2, 2024.

2. Should Grantee partially abandon pipelines, or should Grantee partially remove such pipelines payments otherwise due the City for occupancy of the streets by such pipelines will be reduced by the length and diameter of pipeline abandoned or the actual pipeline removed, beginning with the first day of the next succeeding Franchise year, and for each subsequent franchise year. The base rate, however, will be modified to reflect the increase (as provided below) applicable to such abandoned or removed pipeline at the beginning of the next succeeding Franchise year following abandonment or removal.

3. The base annual fee is due and payable annually on March 1, during the term of the Franchise for the preceding annual period, without demand and upon filing of the report required by this Section. Any fees or expenses charged to Grantee by City pursuant to this Section, or any other provision of this Franchise, unless disputed in good faith, must be paid when due or are deemed delinquent. Any undisputed delinquent amounts will accrue interest commencing thirty (30) days after the due date, at the rate of one and one-half percent (1.5%) per month (based upon a 30-day calendar month) or any lesser amount if required by law. Any neglect, omission or refusal by Grantee to pay any undisputed delinquent fee with any late charges, within thirty (30) days of written demand for payment is grounds for the City to declare the Franchise forfeited.

4. Payments must be made to the Office of Treasurer, City of Bellflower, or at such place as the City may, from time to time, designate in writing. The base annual fee must be paid annually during the term of the Franchise, including the year of granting the Franchise.

D. Annual Increase.

1. The amount of each annual payment of the base annual fee is subject to an increase after the first year of the Franchise and each subsequent year during the term of this Franchise.

2. The amount of each annual payment shall be determined at the time of payment by multiplying the base franchise fee rate by the Consumer Price for the Los Angeles/Anaheim/Riverside area, All Urban Consumers, as published by the United States Department of Labor, Office of Information for the month of September immediately preceding the month in which payment is due and payable, and divided by the Consumer Price Index for June 30, 1989.

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City of Bellflower
Ordinance No. 1428

3. If the United States Department of Labor, Office of Information discontinues the preparation or publication of a Consumer Price Index for the Los Angeles/Anaheim/Riverside area, all urban Consumers, or if no translation table prepared by the Department of Labor is available applicable to the index of June 30, 1989, then City shall prescribe a rate of payment which shall, in its judgment, vary from the rates specified in this section in approximate proportion as commodity consumer prices then current vary from commodity consumer prices current in December 1988. City's determination shall be final and conclusive.

4. The City will determine the adjustment in CPI and will provide the Grantee with the correct schedule before February 1 preceding the month of March in which payment is due and payable.

E. Reports Required.

The Grantee must file with the City Clerk and City's Finance Director, on or before January 2nd after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this Franchise and on or before January 2nd (Note: These revisions were made to reflect the requirements set forth in Section 4(A)(3)) after the expiration of each calendar year thereafter, two copies of a report duly verified by the oath of the Grantee or by the oath of a duly authorized representative of the Grantee, showing for the immediately preceding franchise period:
(a) The length of pipelines in lineal feet covered by this Franchise; (b) The nominal internal diameter of such pipelines expressed in inches;
(c) The rate per foot per year; and
(d) The total amount due the City.

SECTION 5: Rights of the City.

A. This Franchise does not impair or affect any right of the City to acquire the property of the Grantee, either by purchase or through the exercise of the right of eminent domain, subject to Grantee's rights, remedies and defenses, and nothing in this Franchise may be construed to contract away, or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee, nor will this Franchise be given any value before any court or other public authority in any proceeding of any character in excess of the necessary publication costs and any other sums paid by Grantee to the City at the time this Franchise was acquired. 9:11

City of Bellflower
Ordinance No. 1428

B. In connection with any change in grade, alignment or width of any public street, way, alley or place ("the Streets"), or the construction of any rail, subway or viaduct, or any other street improvement of any kind by the City, where Grantee's rights to occupy the Streets do not supersede the City's rights, Grantee must, at the City's direction and at Grantee's sole cost and expense, comply with all of the following provisions, as applicable:

Within ninety (90) days after Grantee receives written notice from the City that work is to be done pursuant to any reserved right and specifying the general nature of the work and the area in which the same is to be performed, the Grantee must commence to do all things necessary to protect and support its franchise property during the progress of such work. If so ordered by the City, Grantee must relocate those pipes and appurtenances installed, used and maintained within the street to such extent, in such manner, and for such period as is necessary to permit the performance of such work in an economical manner, and to permit the maintenance, operation and use of such street improvement.

2. Grantee must pay to the City the full amount of any increase in cost for the construction, installation or repair of any bridge, or any artificial support in or underlying any street in which any pipes or appurtenances of the Grantee are located, if such increase in cost is required in order to provide for the installation, maintenance or operation of Grantee's pipes or appurtenances in or on the street area which the bridge or other artificial support covers or underlies.

3. Grantee must cooperate with the City to take all actions reasonably necessary in order to accomplish the completion of any City street improvement project within a reasonable period of time. After Grantee receives written notice from the City that work is to be done, the Grantee must diligently prosecute such work to completion.

4. In the decision process necessary to determine if Grantee's pipelines and/or appurtenances are required to be relocated, the City will also consider all known future projects that, if done separately, may cause multiple relocation of the pipelines and/or appurtenances. If such known future projects can be identified, full consideration of concurrent projects will be given by City. If the City requires the relocation within the public street, way, alley or place more than once within a period of ten (10) years, the City will pay the cost of the second and all subsequent relocations within such ten (10) year period.

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City of Bellflower
Ordinance No. 1428

5. In the event that the City changes the planned rearrangement of pipelines, or the notice given to Grantee, the Grantee will be given an additional period of not less than sixty (60) days to accomplish such work. When Grantee's rights to occupy the Streets predate or supersede the City's rights, such relocations will be performed by Grantee as set forth above with the costs reimbursed to Grantee by City.

6. Except as otherwise provided above, when City requires a rearrangement of Grantee's facilities and such rearrangement is done for the accommodation of any person, firm, corporation or public agency other than the City, the cost of such rearrangement will be borne by the accommodated party. Such accommodated party, in advance of such rearrangement, must (a) deposit with the Grantee either cash or a corporate surety bond in an amount, as in the reasonable discretion of the Grantee, to pay the costs of such rearrangement, and (b) execute an instrument agreeing to indemnify, defend and hold harmless Grantee from any and all damages or claims caused by such rearrangement. This provision will not be construed to require Grantee to rearrange its facilities. Any accommodation for rearrangement of Grantee's facilities will be made at the Grantee's sole discretion.

7. Nothing in this Agreement may be construed to require the City to move, alter, or relocate any of its pipelines upon public streets at its own expense, for the convenience, accommodation or necessity of any other public utility, person, firm or corporation, now or hereafter owning a public utility system of any type or nature, or to move, alter, or relocate any part of its pipelines upon said streets for the convenience, accommodation or necessity of the Grantee.

SECTION 6: Other obligations of Grantee; Indemnification. The Grantee must comply with all of the following provisions:

A. Within sixty (60) days after the City Council adopts this Ordinance, Grantee must file with the Director improvement plans relating to all of Grantee's facilities located within the City, and a map or maps showing the location, length and size of all such facilities which have been installed, relocated, removed or abandoned by Grantee.

B. Within six (6) months after the installation of any new pipelines under this franchise, Grantee must file with the Director an "as built" map or maps showing the approximate location, length and size of all of Grantee's pipelines so installed.
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City of Bellflower
Ordinance No. 1428

C. Grantee must construct, install and maintain all pipes and appurtenances in a good and workmanlike manner, and of good materials, and operate in conformity with all applicable federal, state, and local laws including, without limitation, the Bellflower Municipal Code ("BMC"). In case of public utilities subject to the jurisdiction of the Public Utilities Commission of the State of California, the rules, regulations and orders of the Public Utilities Commission will govern whenever any conflict may exist between them and the applicable ordinances, codes, rules and regulations adopted or prescribed by the City. To the extent required by applicable law, the Grantee must obtain and maintain a permit from the Los Angeles County Fire Department to construct, install, use, operate, repair or modify a pipeline for the transportation of flammable or combustible liquids.

D. Grantee must pay the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this Franchise, provided Grantee fails to make such repairs after notice and reasonable opportunity to complete such repairs.

E. Grantee agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, and employees, from and against any and all claims, losses, liabilities, damages to persons or property, demands, actions, judgments, causes of action, assessments, penalties, costs and expenses (including, without limitation, reasonable fees of legal counsel, expert witnesses and accountants) arising out of or resulting from Grantee's operations under this franchise, except to the extent caused by City's sole active negligence, and for all damages proximately resulting from the failure of Grantee to faithfully observe and perform each and every provision of this franchise and of the Act. Grantee is solely responsible for complying with all laws, regulations, and other orders which are applicable to the installation, repair, relocation or removal of its facilities, whether federal, state or local. City's approval of such installation, repair, relocation or removal will not relieve Grantee of any liability Grantee may have for contaminated soils or other environmental liability attributable to or arising from Grantee's pipes, appurtenances and other facilities. Any fee paid by Grantee pursuant to this Agreement will in no way limit Grantee's obligation to compensate City for any damage, claim, expense or loss whatsoever, as set forth in this paragraph.

F. In addition, Grantee indemnifies and holds the City harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney's fees and penalties), injuries, or liability, arising out of this Agreement, or its performance including, without limitation, damages or penalties arising from Grantee's removal, remediation, response or other plan concerning any Hazardous Materials resulting in the release of any hazardous substance into the environment. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its SEE

City of Bellflower
Ordinance No. 1428

performance, Grantee will defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise.

The foregoing indemnity is intended to operate as an agreement pursuant to 42 USC § 9607(e) (the Comprehensive Environmental Response, Compensation and Liability Act; "CERCLA") and Health & Safety Code § 25364 to defend, protect, hold harmless, and indemnify the City from all forms of liability under CERCLA, or other applicable law, for any and all matters addressed in this Franchise.

G. In no event will Grantee's indemnity obligation under this Franchise include indemnification for the City's gross negligence or willful misconduct.

SECTION 7: INSURANCE.

A. Before commencing performance under this Franchise, and at all other times this Agreement is effective, Grantee must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance
Commercial general liability:

Workers compensation
Limits (combined sinale
$10,000,000
Statutory requirement.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies will be endorsed to name the City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.

C. Grantee will furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M.

Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Grantee will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

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D. Should Grantee, for any reason, fail to obtain and maintain the insurance required by this Agreement, the City may obtain such coverage at Grantee's expense or terminate this Franchise.

E. Grantee must deliver to City, in the manner provided for notices, copies or endorsements of all insurance certificates and endorsements required by this Ordinance, within the following time limits:

1. For insurance required at commencement of this Ordinance, within thirty (30) days after this Ordinance becomes effective;

2. For insurance becoming required at a later date, at least ten (10) days before the requirement becomes effective, or as soon thereafter the requirement, if new, becomes effective; and

3. For any renewal or replacement of a policy already in existence, at least twenty (20) days after expiration or other termination of the existing policy.

F. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10,000,000.00 within the preceding year. The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provisions and specified limits contained herein, and is approved by the City Manager and City Attorney. If such approval for self- insurance is granted, the City will be precluded from exercising the remedies afforded to it pursuant to subsection D of this Section 7.

SECTION 8: PRESENCE OF HAZARDOUS MATERIALS: Except as
otherwise provided below, Grantee may not or permit any Hazardous Materials to be discharged or released in, under, or about the streets or adjacent properties at any time.

Grantee must, at its expense, procure, maintain in effect and comply with all conditions of any and all applicable permits, licenses, and other governmental and regulatory approvals required of Grantee for Grantee's use of the streets or adjacent properties.

Upon expiration or earlier termination of the franchise term, Grantee must cause all Hazardous Materials released by Grantee in or under the Streets or adjacent properties, if any, to be removed from the streets or adjacent properties in accordance with and in compliance with all applicable laws. Grantee may not take any remedial action in response to the presence of any Hazardous Materials in or about the streets or adjacent properties, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the streets or adjacent properties, without first notifying City of Grantee's intention to do so and affording City ample opportunity to appear, intervene or otherwise appropriately assess and protect City's interests.

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SECTION 9: NOTICE TO GRANTOR: Grantee must immediately notify City in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any applicable laws relative to the streets or adjacent properties; (ii) any claim made or threatened by any person against Grantee or the streets or adjacent properties relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any governmental agency arising out of or in connection with any Hazardous Materials in or removed from the streets or adjacent properties, including any complaints, warnings or asserted violations in connection therewith. Grantee must also supply to City as promptly as possible copies of all claims, reports, complaints, notices, warnings or asserted violations, relating in any way to the streets or adjacent properties, or Grantee's use of the streets. Grantee must promptly deliver to City copies of manifests reflecting the legal and proper disposal of all Hazardous Materials removed by the Grantee from the streets or adjacent properties.

SECTION 10: Assignability. Grantee may sell, transfer or assign this Franchise or any interest therein directly or indirectly, or any of the rights or privileges hereby granted, with the City's prior written consent, which will not be unreasonably withheld. Notwithstanding the above statement, Grantee may transfer or assign this Franchise to any parent, subsidiary or affiliate without obtaining the consent of City, provided Grantee provides written notification within thirty (30) days of said transfer or assignment and submits written evidence of the same, including a certification executed by a duly authorized officer of the Grantee. Upon compliance with the foregoing, this Franchise will be binding on the successors and assigns of the parties hereto, and inure to the benefit of the successors and assigns of the parties hereto.

SECTION 11: Excavations.

A. Grantee must obtain an excavation permit in accordance with the BMC, and pay the applicable fee therefor, before commencing any excavation in any street or public right of way, or before disturbing the earth beneath the surface of the street, except in the case of an emergency. Before any excavation permit is issued for the construction or installation of a pipeline for the transmission of flammable or combustible liquids, gases or hazardous materials, Grantee must obtain the applicable permits from the City. If the proposed location of the excavation does not, or will not, unreasonably interfere with the use of the streets by the City or if Grantee holds rights to occupy the area of the Streets which supersede the City's rights, and Grantee complies with all applicable laws, the Public Works Director will issue the appropriate permit(s).

B. Where it is necessary to lay any underground pipes through, under or across any portion of a paved or macadamized street, such work, where deemed by Grantee in its sole discretion to be a safe method of installation, as well as practicable and economically feasible, may be done by a tunnel or bore so as not to disturb the foundation of such paved or macadamized street. If the same cannot be done, or if it is necessary to cut the street in order to access existing pipes and appurtenances, such work will be done pursuant to an excavation permit.

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C. All work is subject to the City's inspection. All street coverings or openings, valves, vaults and manholes must at all times be kept flush with the surface of the streets; provided, however, that vents for underground vaults and manholes as well as cathodic protection devices, including pole -mounted rectifiers may, subject to the City's prior approval, extend above the surface of the streets when such vents and cathodic protection devices, including pole -mounted rectifiers, are located in parkways, between the curb and the property line. The Grantee must provide adequate traffic safety barriers, signs, devices and traffic safety warning equipment in accordance with the BMC and comply with such additional safety measures as the City may direct.

D. In emergencies, Grantee may commence excavation of streets without prior permit; provided, however, Grantee acts in a reasonable and diligent manner as soon as practicable after the onset of said emergency to obtain a permit authorizing such work.

E. Grantee acknowledges that the City's records may not be complete and that pipes and appurtenances previously unknown to City are frequently discovered. Consequently, by granting this franchise or by approving any excavation permit requested by Grantee, the City does not warrant the accuracy of information supplied to the Grantee by the City regarding the location or existence of other facilities. Nothing herein will make the City, or any officer, agent or employee of the City, responsible or liable to the Grantee or to any other person by virtue of the City's approval of excavation permit plans, regardless of whether any information is supplied by the City to the Grantee pertaining to the location of existing pipes, facilities or other improvements on, in or under any street or other public property.

F. Except as otherwise provided, Grantee cannot excavate public streets that were resurfaced with an emulsified asphalt "slurry" or asphalt "cape seal" within the previous two (2) years, or improved with asphalt/concrete within the previous five (5) years, of the proposed excavation date.

G. Excavation of a public street will be allowed by permit under only the most unusual circumstances if the Public Works determines that relocation or boring is not feasible. Under such circumstances, the Public Works Director will require the Grantee to meet the city's construction standards for excavating in recently resurfaced streets, pay all costs associated with such excavation, and provide such additional security to ensure the integrity of the recently resurfaced public street as may be reasonable required by the Public Works Director.

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City of Bellflower
Ordinance No. 1428

SECTION 12: Grantee's Emergency Response Plan; Pipeline Accidents A. The Grantee must develop and maintain an emergency response plan, reasonably satisfactory to the City, which covers all franchise operations within the City. In general, an emergency response plan meeting the requirements of Federal and State law and containing the information contained in this section is acceptable. The emergency response plan must include a 24-hour notification program and proof of arrangements capable of providing emergency response services, including without limitation to traffic control, street excavation pipeline repair, and supplies and services as necessary, within two (2) hours of notification of any problem, and such other information as the City may reasonably require. Repairs to a public street, alley or parkway must be completed within 72 hours of Grantee completing repairs to its facilities and clean up of any materials released from its facilities, if reasonably possible, unless otherwise authorized by the City. The City must be notified ten (10) days in advance of any proposed change in such arrangements. Any changes in or revisions to Grantee's emergency response plan must be submitted to the City on the first working day of the subsequent calendar year.

B. Whenever any pipeline or appurtenance breaks or leaks so as to cause the release of oil or petroleum products into or under the public right-of-way, Grantee, and any other person using or controlling the pipeline or appurtenance, must immediately notify the City's Public Safety Department and Public Works Department and implement precautionary safety measures including traffic control, system shutdown, valve closures, and public notification. In the event of an emergency which threatens life, health, safety, or property, and where it is not possible to obtain an excavation permit before commencing the work, the Grantee may commence such work; provided, however, that within seventy-two (72) hours thereafter the Grantee must apply for an excavation permit. Adequate traffic safety barriers must be maintained at all times, and any damaged portion of the street must be restored to at least the condition that existed immediately before the damage.

C. If any portion of any City street is damaged by reason of defects, breaks or leaks in any of the pipes and appurtenances maintained or constructed by Grantee, or by reason of any other cause attributable to or arising from the operation of any pipes and appurtenances constructed or maintained by Grantee, the Grantee must, at its sole cost and expense, immediately repair all damage and restore the street to the condition existing before such damage occurred. All such work must be done under the City's direction, and to the City's reasonable satisfaction. Grantee must repair such damage and restore the street within three (3) working days after receiving a written demand from the City or such other reasonable period as the Director may authorize when required for the protection of the public health and safety. 6n

City of Bellflower
Ordinance No. 1428

D. Should Grantee, after reasonable notice, fail or refuse to pave, surface, grade, repave, resurface or regrade any damaged street as required by the provisions of this franchise, the City may cause the work to be done after written notice is given to Grantee and will keep an itemized account of all costs incurred. The Grantee agrees to, and must, reimburse the City for all such costs, including reasonable administrative overhead expenses, within thirty (30) days after presentation to Grantee of an itemized account of such costs.

SECTION 13: Abandonment. Should Grantee abandon all or any part of the pipes and appurtenances which encompass this Franchise, such abandonment must be accomplished by Grantee as required by the State of California Pipeline Safety Act, or other governing State or Federal laws or statutes. Grantee will not owe the City any compensation for the privilege of said abandonment. The ownership of all franchised property so abandoned in place, immediately vest in the City except that Grantee will retain all liability for the installation or construction of those facilities, and any liability for Hazardous Materials, as those liabilities exist as of the date of the Abandonment.

SECTION 14: Default.

A. Effect of Default. Should Grantee default in the performance of any of the terms, covenants and conditions herein, and such default is curable, the City may give written notice to Grantee of such default. Should Grantee not commence the work necessary to cure such default within sixty (60) days after such notice is received by Grantee, or prosecute such work diligently to completion, the City may declare this Franchise forfeited. Upon giving written notice of forfeiture to Grantee, this Franchise will terminate and Grantee's rights will terminate. Should the Franchise be forfeited, Grantee must execute an instrument of surrender and deliver same to City. In the event of noncompliance by the Grantee with any of these conditions, the City may, in addition to all other remedies, bring suit for the forfeiture or termination of this Franchise.

B. Force Majeure. Should Grantee's performance of this Franchise be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond Grantee's control, then Grantee will not be deemed to be in default or forfeit its Franchise rights if it commences and prosecutes performance with all due diligence and promptness upon being able to do so.

C. Cumulative Remedies. No provision of this Franchise for enforcing the terms and conditions of this Franchise is an exclusive remedy or procedure for enforcement. These remedies and procedures are in addition to those provided by law and are cumulative.
5VA

City of Bellflower
Ordinance No. 1428

SECTION 15: Dispute Resolution. If a dispute arises between the parties relating to this Franchise, the parties agree to use the following procedure before either party pursuing other available legal remedies, except when doing so would cause the expiration of an applicable statute of limitations. A meeting will be held promptly between the parties, attended by individuals with decision -making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) days after such meeting the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation. City and Grantee will equally advance a proportionate share of the costs of mediation. The parties will jointly appoint a mutually acceptable mediator within thirty (30) days from the conclusion of the negotiation period. The parties agree to participate in good faith in the mediation and related negotiations for a period of sixty (60) days. Any decision of the mediator must be supported by written findings of facts and conclusions of law. If the parties are not successful in resolving the dispute through the mediation, the matter may be submitted to a court of law.

SECTION 16: Notice.

Any notice required to be given under the terms of this Franchise, the manner of services of which is not specifically provided for here, may be served to the following identified addresses, or to such other address as may from time to time be furnished in writing by one party to the other, and by depositing said notice in the United States mail, postage prepaid. When the services of any such notice is made by mail, the time such notice will begin with and run from, is the date of deposit of the same in the United States mail.

Upon City: City of Bellflower
Public Works Department
Attn: Director of Public Works
16600 Civic Center Dr., Bellflower, CA 90706
Upon Grantee: Air Products Manufacturing, LLC
c/o Air Products and Chemicals, Inc.

Real Estate Manager, A8F04-2
1940 Air Products Blvd.

Allentown, PA 18106-5500
Copy: Paragon Partners Consultants, Inc.

Attention: Melissa Devitt
5660 Katella Avenue, Suite 100
Cypress, CA 90630
SECTION 17: Grantee's Acceptance of Franchise. Except as otherwise stated herein, Grantee must within thirty (30) days after this Franchise is adopted, file with the officers of the City designated herein the following instruments or documents:
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City of Bellflower
Ordinance No. 1428

A. File with the City Clerk Grantee's written acceptance of the terms and conditions of this ordinance.

B. File with the City Clerk certified copies of the policies of liability insurance and workers' compensation insurance, or, in lieu thereof, certificates evidencing such insurance, which policies must be in accordance with the terms and conditions of this ordinance. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10 million within the preceding year.

The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provision and specified limits contained herein, and is approved by the City Administrator and City Attorney.

C. File with the City Clerk, within ten (10) business days after the City Council adopts and passes the ordinance granting this franchise and thereafter at all times during the life of the Franchise keep on file with the City Clerk, a bond issued by an admitted surety insurer, and in a form approved by the City Attorney, in the penal sum of One Hundred Thousand Dollars ($100,000), conditioned that the Grantee will 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 therein specified will be recoverable from the principal and surety upon said bond.

If said bond is not filed, or if it does not receive the approval of the City Attorney, the Franchise may be revoked or forfeited and any money paid to the City in connection therewith will be retained by the City.

SECTION 18: Reimbursement for City's posting and publication expenses.

The Grantee will pay the City a sum of money sufficient to reimburse the City for all posting and publication expenses incurred in connection with the granting of this Franchise. Such payment must be made by Grantee within thirty (30) days after the City provides to the Grantee a written statement of such expenses.

SECTION 19: Venue. The Parties agree that all actions or proceedings arising in connection with the ordinance will be tried and litigated in the State courts located in the County of Los Angeles, State of California. The Parties intend that this choice of venue be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Ordinance in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the State courts located in the County of Los Angeles, State of California have in person jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. 5110011

City of Bellflower
Ordinance No. 1428

SECTION 20: No Waiver. Grantee is not excused from complying with any of the terms and conditions of this Ordinance by any failure of the City upon any one (1) or more occasions to insist upon or to seek compliance with any such terms or conditions.

No City waiver of any provision or consent to any action constitutes a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent constitutes a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically set forth in writing. Any waiver given by a party will be null and void if the party requesting such waiver has not provided full and complete disclosure of all material facts relevant to the waiver requested.

SECTION 21: Binding Effect. Each and all of the provisions hereof are binding on and inure to the benefit of the Parties and their respective heirs, successors, and permitted transferees and assigns.

SECTION 22: Amendment. No amendment, modification, or supplement to this ordinance is binding on any of the parties unless it is in writing, signed by the parties, and approved through legislative action.

SECTION 23: Entire Agreement. This ordinance constitutes the entire agreement between the parties with regard to this subject matter. This ordinance supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this agreement.

SECTION 24: Construction. Each party has been represented by counsel in the negotiation and execution of this ordinance. The terms of this ordinance were negotiated by the Parties and the language used in this Franchise is deemed to be the language chosen by the Parties to express their mutual intent. This Franchise will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in the favor of the party receiving a particular benefit under this Agreement. No rule or strict construction will be applied against any Person.

SECTION 25: Miscellaneous Provisions.

A. Captions. The captions here are for convenience and reference only, and are not part of this Franchise, and do not in any way limit, define or amplify the terms and provisions hereof.

B. Governing Law. This Franchise has been made and will be construed and interpreted in accordance with the laws of the State of California.

C. Execution. The Mayor of the City will approve and sign and the City Clerk will attest to the passage of this Ordinance. This Ordinance will take effect thirty (30) days from the date of its adoption. Once this Ordinance becomes effective, it will be deemed to be applicable as of April 24, 2024.

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City of Bellflower
Ordinance No. 1428

SECTION 26: Repeal of any provision of the Bellflower Municipal Code will not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date.

Any such repealed part will remain in full force and effect for sustaining action of prosecuting violations occurring before the effective date of this Ordinance.

SECTION 27: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable.

SECTION 28: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of Bellflower's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.

SECTION 29:
adoption.

This Ordinance becomes effective thirty (30) days after ORDINANCE NO. 1428 HAD ITS FIRST READING ON MARCH 11, 2024, ITS SECOND READING ON MARCH 25, 2024, AND WAS DULY PASSED, APPROVED,

AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AT ITS REGULAR MEETING OF MARCH 25, 2024.

Dan Koops, Mayor
ATTEST:

Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
ATTACHMENTS:

Exhibit A: Pipeline Location
Exhibit B: Existing Pipeline Map
IVAE

ORDINANCE NO. 1428 — EXHIBIT A

PIPELINE LOCATION
Air Product Manufacturing, LLC's pipelines within the City of Bellflower's public right-of- way consist of ten thousand one hundred thirty-nine (10,139) lineal feet of four -inch (4") pipes in Lakewood Boulevard from Somerset Boulevard to the south City boundary approximately two hundred thirty (230) feet south of Rose Street.

IVAVA

ORDINANCE NO. 1428 — EXHIBIT B

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TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Len Gorecki, Assistant City Manager/Director of Public Works Wangsu Lee, Management Analyst
SUBJECT: Consideration and possible action to conduct a public hearing to consider, read by title, waive further reading, and introduce Ordinance No. 1428 — An Ordinance granting to Air Products Manufacturing, LLC ("Air Products"), a Delaware Limited Liability Company, an oil pipeline franchise within the City of Bellflower.

DATE: March 11, 2024

ORDINANCE SUMMARY
Ordinance No. 1428, (formerly AFN 216.1.2) would grant a non-public utility oil pipeline franchise to Air Products Manufacturing, LLC ("Air Products"), to replace an expired franchise for an existing pipeline in the City of Bellflower. The franchise would be for a period of ten (10) years, commencing thirty (30) days after the adoption of Ordinance No. 1428, with the option to extend the franchise for another 10-year term.

RECOMMENDATION TO CITY COUNCIL
1) Open the public hearing; take testimonial and documentary evidence; and after considering the evidence, read by title only, waive further reading, and introduce Ordinance No. 1428; or
2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
The proposed franchise with Air Products is a non-public utility franchise; therefore, fees are negotiable. Based on the negotiated fees, Air Products will pay the City a one-time granting fee of $10,000 and a negotiated base annual franchise fee for use of 4-inch pipes (4" internal diameter), adjusted annually based on the change in the Consumer Price Index for the local area. The franchise fee for 2023, due on March 1, 2024, was $4,049.27. The renewal fee for extending the franchise is $6,000 which will also be adjusted for the CPI increase for the local area.

PUBLIC NOTICE
The Notice of Public Hearing was published on February 23, 2024, and March 1, 2024, in the Los Cerritos Community News. On March 4, 2024, a Public Hearing Notice was posted at City Hall, Brakensiek Library, Bellflower Substation, Caruthers Park, Simms Park, and Thompson Park.

1Pze

Staff Report — Consideration and Possible Action to Conduct a Public Hearing to Consider Granting an Oil Pipeline Franchise to Air Products Manufacturing, LLC in the City of Bellflower, and Introduce Ordinance No. 1428 March 11, 2024

ENVIRONMENTAL REVIEW
The proposed ordinance is exempt from additional environmental review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA regulations (14 California Code of Regulations §§ 15000, et seq.) because the granting of the oil pipeline franchise fits within the definition of the Class 1 exemption, "Existing Facilities," as defined in Section 15301(c) of the CEQA regulations. The proposed grant of franchise involves no or negligible alteration of existing facilities and involves no or negligible expansion of use beyond that existing at the time of the determination that the Categorical Exemption applies. Furthermore, the proposed grant of franchise will not adversely impact air quality or any other environmental area, as it will be subject to applicable regulatory requirements.

DISCUSSION
Ordinance No. 1428 — Air Products Manufacturing, LLC.

On January 24, 1994, the City Council adopted Ordinance No. 823, granting a public utility oil pipeline franchise (Agreement File No. 216) to Four Corners Pipe Line Company ("Four Corners"), dba ARCO Pipe Line Company ("ARCO"), which expired on January 24, 2004. On July 17, 1996, Paramount Petroleum purchased a portion of the pipeline from ARCO. On June 27, 2013, the City received a letter from Paramount Petroleum requesting a 20-year franchise agreement for the pipelines Paramount Petroleum purchased from ARCO. On March 17, 2014, the City received a statement from Paramount Petroleum, requesting the franchise be granted as a non-public utility service pipeline franchise. On June 23, 2014, the City Council adopted Ordinance No. 1276, granting a 20-year non-public utility service pipeline franchise agreement (AFN 216.1.2) to Paramount Petroleum Corporation ("Paramount Petroleum") from January 25, 2004, through January 25, 2024. On April 8, 2019, the City Council approved and adopted Resolution No. 19-22, approving the transfer of Agreement File No. 216.1.2 from Paramount Petroleum Corporation to Paramount Pipeline, LLC ("Paramount Pipeline").

On November 14, 2023, Air Products Manufacturing, LLC ("Air Products"; "Purchaser") completed an Asset Purchase and Sale Agreement with Paramount Pipeline ("Seller") to purchase the pipeline assets in the City covered under Franchise Agreement No. 216.1.2. Paramount Pipeline had a 20-year oil pipeline franchise agreement with the City which expired on January 25, 2024. Air Products now seeks a new franchise agreement for ten (10) years, with the option of a ten (10) year extension for the same pipelines previously owned by Paramount Pipeline under Agreement File No. 216.1.2.

On February 12, 2024, the City Council adopted Resolution No. 24-08, declaring its intention to grant an oil pipeline franchise to Air Products. If the City Council adopts Ordinance No. 1428, the franchise would be effective for a ten-year period starting thirty (30) days after the adoption of Ordinance No. 1428.

Staff Report — Consideration and Possible Action to Conduct a Public Hearing to Consider Granting an Oil Pipeline Franchise to Air Products Manufacturing, LLC in the City of Bellflower, and Introduce Ordinance No. 1428 March 11, 2024

DISCUSSION — Continued
If granted the franchise, Air Products must maintain all franchise property in compliance with all City, State, and Federal rules and regulations. This includes conducting hydrostatic testing of the pipeline every five (5) years as required by the Office of the State Fire Marshall ("State Fire Marshall") for active pipelines containing hazardous liquid.

To approve the franchise, the following four steps must be completed:

1.Adopt Resolution of Intention to Grant a Franchise ............................ February 12,2024

2.Publish Notice of Public Hearing .................................. February 23 and March 1, 2024

3.Conduct Public Hearing and Introduce Ordinance ................................ March 11, 2024

4.Adopt Ordinance................................................................................... March 25, 2024

ATTACHMENTS
OrdinanceNo. 1428........................................................................................................4 ResolutionNo. 24-08..................................................................................................... 26 Notice of Public Hearing................................................................................................ 30 W062

CITY OF BELLFLOWER
ORDINANCE NO. 1428

AN ORDINANCE GRANTING TO AIR PRODUCTS MANUFACTURING,
LLC ("AIR PRODUCTS"), A DELAWARE LIMITED LIABILITY

COMPANY, AN OIL PIPELINE FRANCHISE WITHIN THE CITY OF

BELLFLOWER
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:

SECTION 1: The City Council finds and determines as follows:

A. The City of Bellflower ("City") received an application from Air Products Manufacturing, LLC ("Air Products") for a franchise to lay and use pipes and appurtenances for transmitting and distributing oil or products thereof (as defined below), for any and all purposes in, under, along, across or upon the public streets, ways, alleys and places within the city of Bellflower.

B. On November 14, 2023, Air Products ("Purchaser") completed its Asset Purchase and Sale Agreement with Paramount Pipeline, LLC ("Paramount Pipeline"; "Seller") to purchase the pipeline assets in the City of Bellflower covered under Franchise Agreement No. 216.1.2. Prior to the Asset Purchase and Sale Agreement, Paramount Pipeline had a 20-year oil pipeline franchise agreement with the City which expired on January 25, 2024. Air Products seeks to be granted by the City a new franchise agreement for ten (10) years, with the option of a ten (10) year renewal, for the existing pipelines previously owned by Paramount Pipeline covered under Agreement File No. 216.1.2.

C. In accordance with state law, the City Council, at a regular meeting held on February 12, 2024, declared its intention to grant said franchise agreement to Air Products by adopting Resolution No. 24-08.

D. The City Council also conducted a duly noticed public hearing on March 11, 2024, and after considering all oral and written testimony at said hearing, approved the granting of this franchise agreement to Air Products in accordance with the terms and conditions of this Ordinance.

SECTION 2: Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in this chapter.

A. "City" or "Grantor" means the city of Bellflower, a general law city and municipal corporation of the State of California, in its present incorporated form or in any later reorganized, consolidated, enlarged or reincorporated form.

B. "Director" means the Director of Public Works of the City.

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City of Bellflower
Ordinance No. 1428

D-.C. "Engineer" means the City Engineer of the City, or designee.

D. "Facilities" means "Pipes and Appurtenances" as defined below. f=E. "Franchise" means this Ordinance, including its terms and conditions, and includes the authorization by the City to transmit and distribute oil or petroleum products for any and all purposes under, along, across or upon the public streets, ways, alleys and places in the City by means of pipes and appurtenances.

F-.F. "Grantee" means Air Products, a Delaware Limited Liability Company and its lawful successors or assigns.

K.G. "Hazardous Materials" means any flammable, explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, local law or regulation or which, even if not so regulated, may or could pose a hazard to public health and safety, including, without limitation, asbestos, PCBs, petroleum products and byproducts, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource Recovery and Recycling Act (Gov't. Code §§ 66700 et seq.); the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.); California Health & Safety Code §§ 25117 or 25316, including the regulations promulgated thereto (see 22 Cal. Code of Regs. § 66261.3); any substances or mixture regulated under the Toxic Substance Control Act of 1976 (15 U.S.C. §§ 2601 et seq.); any "toxic pollutant" under the Clean Water Act (33 U.S.C. §§ 1251 et seq.); and any hazardous air pollutant under the Clean Air Act (42 U.S.C. §§ 7901 et seq.). f H. "Lay and use" means to lay, construct, erect, install, operate, maintain, use, repair, replace, or remove.
�I. "Oil or petroleum products" means oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, nitrogen and other industrial gases, water, waste water, mud, steam and other liquid substances not more hazardous than the aforesaid substances.

K-J. "Pipes and appurtenances" means pipes, pipelines, manholes, valves, appurtenances and service connections necessary or convenient for the operation of said pipes or pipelines, including conduits, cathodic protection devices, wires, cables, other appurtenances and fiber optic communications systems necessary or convenient for the exercise of the Grantee's business in, upon, along, across, under or over those streets of the City which are described in the attached Exhibit "A" which is incorporated by reference.

K-011

City of Bellflower
Ordinance No. 1428

L.K. "BMC" means the Bellflower Municipal Code, as amended.

M-L. "Streets" means the public streets, ways, alleys and places within the City as the same now or may hereafter exist, and in which the City has the authority to grant a Franchise.

SECTION 3: Granting clause/Rights to Grantee; Term of Franchise A. Pursuant to, and subject to, the Franchise Act of 1937 (California Public Utilities Code §§ 6201-6302; "Act"), City grants to Grantee a franchise to use, or to lay and use pipes and appurtenances for transmitting and distributing oil or petroleum products for any and all purposes, under, along, across or upon the public streets within the City as described in Exhibit "A" and identified on the maps attached as Exhibit "B" and incorporated by reference.

B. As part of this Franchise, Grantee may install, operate, maintain, replace, repair, abandon in place and/or remove such scraper traps, manholes, flanges, conduits, culverts, vaults, valves, appliances, cathodic protection systems, attachments and other appurtenances (collectively, "appurtenances") as may be necessary or convenient for the proper maintenance and operation of the pipelines under this franchise; provided, however, that Grantee must first secure the requisite permits and/or approvals from City for construction or excavation.

C. This Franchise is granted in lieu of all other franchises for pipelines held by the Grantee, or by any predecessor of the Grantee, for transmitting and distributing oil or petroleum products within the City's present or future jurisdictional limits. Acceptance of this franchise constitutes Grantee's abandonment of all such franchises within the City's present or future jurisdictional limits in lieu of which this franchise is granted, and as Grantee's agreement to comply with all of the Franchise's terms and conditions.

D. This Franchise has a term of ten (10) years from and after the effective date of this Ordinance ("initial term"), unless the following occurs:

1. Grantee voluntarily surrenders or abandons the Franchise; or

2. The property affected by this Franchise is purchased, condemned, or otherwise taken by a public entity rendering the Franchise useless; or

3. The Grantee forfeits the Franchise by violating its terms and conditions or that of the Act.
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City of Bellflower
Ordinance No. 1428

E. Grantee has an option to extend this Franchise for an additional ten (10) year period of time before the end of the initial term of this Franchise, upon the City's written approval, which approval will not be unreasonably withheld or conditioned. The parties must commence good faith negotiations on such extension upon notification from Grantee to the City of its election to renew this Franchise, which notice must be given not later than twelve (12) months before the initial term expires.

SECTION 4: Compensation. In consideration of City's granting this Franchise, in addition to complying with the Franchise's terms and conditions, Grantee must pay to the City the following:

A. Granting Fee.

Grantee agrees to pay the City a granting fee of Ten Thousand Dollars ($10,000) within thirty (30) days after the City Council adopts this ordinance.

2. If at any time during the first ten (10) years following the granting of this franchise additional pipeline is added which results in a total length of pipeline of one -quarter (1/4) mile or more, or if the diameter of the pipeline is increased by any measure, Grantee agrees to pay the City an additional granting fee of Ten Thousand Dollars ($10,000) at the same time said footage or width is added.

B. Renewal Fee.

If Grantee exercises the option to extend the term of this Franchise, then Grantee agrees to pay the City a renewal fee of Six Thousand Dollars ($6,000), plus an adjustment determined by the percentage increase in the Consumer Price Index (CPI) for All Consumers, Los Angeles -Riverside -Orange County Area, for the ten-year (10-year) period ended three (3) months prior to the renewal fee's payable date. Renewal fees will be due and payable to the City within thirty (30) days after the commencement of the renewed ten-year (10- year) term.

C. Base Annual Fee.

During the term of this Franchise, Grantee agrees to pay the City a base annual fee for this Franchise based upon a base franchise fee rate for the pipeline area occupied by the pipelines at an annual rate of $1.68 per cubic foot. The pipeline area occupied by a pipeline or conduit including protective covering, pipe connections, cathodic protection facilities, pipe casings and other minor appurtenances shall be taken as equivalent to the volume occupied by a cylinder of equal length having a diameter of one (1) inch for metal pipe or two (2) inches for plastic pipe greater than the nominal internal diameter of the pipe or conduit but in no case with an equivalent cylinder

City of Bellflower
Ordinance No. 1428

diameter less than four (4) inches, and the payment rate therefore shall be computed to the nearest tenth of a cent per lineal foot of pipe. The Franchise fee will be prorated for the remainder of the calendar year based on a 360-day year, within the first payment of the Franchise fee accruing as of January 2, 2024.
3 2. Should Grantee partially abandon pipelines, or should Grantee partially remove such pipelines payments otherwise due the City for occupancy of the streets by such pipelines will be reduced by the length and diameter of pipeline abandoned or the actual pipeline removed, beginning with the first day of the next succeeding Franchise year, and for each subsequent franchise year. The base rate, however, will be modified to reflect the increase (as provided below) applicable to such abandoned or removed pipeline at the beginning of the next succeeding Franchise year following abandonment or removal.

4.3. The base annual fee is due and payable annually on March 1, during the term of the Franchise for the preceding annual period, without demand and upon filing of the report required by this Section. Any fees or expenses charged to Grantee by City pursuant to this Section, or any other provision of this Franchise, unless disputed in good faith, must be paid when due or are deemed delinquent. Any undisputed delinquent amounts will accrue interest commencing thirty (30) days after the due date, at the rate of one and one-half percent (1.5%) per month (based upon a 30-day calendar month) or any lesser amount if required by law. Any neglect, omission or refusal by Grantee to pay any undisputed delinquent fee with any late charges, within thirty (30) days of written demand for payment is grounds for the City to declare the Franchise forfeited.

4. Payments must be made to the Office of Treasurer, City of Bellflower, or at such place as the City may, from time to time, designate in writing. The base annual fee must be paid annually during the term of the Franchise, including the year of granting the Franchise.

D. Annual Increase.

1. The amount of each annual payment of the base annual fee is subject to an increase after the first year of the Franchise and each subsequent year during the term of this Franchise.

2. The amount of each annual payment shall be determined at the time of payment by multiplying the base franchise fee rate by the Consumer Price for the Los Angeles/Anaheim/Riverside area, All Urban Consumers, as published by the United States Department of Labor, Office of Information for the month of September immediately preceding the month in which payment is due and payable, and divided by the Consumer Price Index for June 30, 1989.
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3. If the United States Department of Labor, Office of Information discontinues the preparation or publication of a Consumer Price Index for the Los Angeles/Anaheim/Riverside area, all urban Consumers, or if no translation table prepared by the Department of Labor is available applicable to the index of June 30, 1989, then City shall prescribe a rate of payment which shall, in its judgment, vary from the rates specified in this section in approximate proportion as commodity consumer prices then current vary from commodity consumer prices current in December 1988. City's determination shall be final and conclusive.

4. The City will determine the adjustment in CPI and will provide the Grantee with the correct schedule before February 1 preceding the month of March in which payment is due and payable.

E. Reports Required.

The Grantee must file with the City Clerk and City's Finance Director, on or before January 2nd after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this Franchise and on or before January 2nd (Note: These revisions were made to reflect the requirements set forth in Section 4(A)(3)) after the expiration of each calendar year thereafter, two copies of a report duly verified by the oath of the Grantee or by the oath of a duly authorized representative of the Grantee, showing for the immediately preceding franchise period:
(a) The length of pipelines in lineal feet covered by this Franchise; (b) The nominal internal diameter of such pipelines expressed in inches;
(c) The rate per foot per year; and
(d) The total amount due the City.

SECTION 5: Rights of the City.

A. This Franchise does not impair or affect any right of the City to acquire the property of the Grantee, either by purchase or through the exercise of the right of eminent domain, subject to Grantee's rights, remedies and defenses, and nothing in this Franchise may be construed to contract away, or to modify or to abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to the Grantee, nor will this Franchise be given any value before any court or other public authority in any proceeding of any character in excess of the necessary publication costs and any other sums paid by Grantee to the City at the time this Franchise was acquired. lX0A

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B. In connection with any change in grade, alignment or width of any public street, way, alley or place ("the Streets"), or the construction of any rail, subway or viaduct, or any other street improvement of any kind by the City, where Grantee's rights to occupy the Streets do not supersede the City's rights, Grantee must, at the City's direction and at Grantee's sole cost and expense, comply with all of the following provisions, as applicable:

Within ninety (90) days after Grantee receives written notice from the City that work is to be done pursuant to any reserved right and specifying the general nature of the work and the area in which the same is to be performed, the Grantee must commence to do all things necessary to protect and support its franchise property during the progress of such work. If so ordered by the City, Grantee must relocate those pipes and appurtenances installed, used and maintained within the street to such extent, in such manner, and for such period as is necessary to permit the performance of such work in an economical manner, and to permit the maintenance, operation and use of such street improvement.

2. Grantee must pay to the City the full amount of any increase in cost for the construction, installation or repair of any bridge, or any artificial support in or underlying any street in which any pipes or appurtenances of the Grantee are located, if such increase in cost is required in order to provide for the installation, maintenance or operation of Grantee's pipes or appurtenances in or on the street area which the bridge or other artificial support covers or underlies.

3. Grantee must cooperate with the City to take all actions reasonably necessary in order to accomplish the completion of any City street improvement project within a reasonable period of time. After Grantee receives written notice from the City that work is to be done, the Grantee must diligently prosecute such work to completion.

4. In the decision process necessary to determine if Grantee's pipelines and/or appurtenances are required to be relocated, the City will also consider all known future projects that, if done separately, may cause multiple relocation of the pipelines and/or appurtenances. If such known future projects can be identified, full consideration of concurrent projects will be given by City. If the City requires the relocation within the public street, way, alley or place more than once within a period of ten (10) years, the City will pay the cost of the second and all subsequent relocations within such ten (10) year period.
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5. In the event that the City changes the planned rearrangement of pipelines, or the notice given to Grantee, the Grantee will be given an additional period of not less than sixty (60) days to accomplish such work. When Grantee's rights to occupy the Streets predate or supersede the City's rights, such relocations will be performed by Grantee as set forth above with the costs reimbursed to Grantee by City.

6. Except as otherwise provided above, when City requires a rearrangement of Grantee's facilities and such rearrangement is done for the accommodation of any person, firm, corporation or public agency other than the City, the cost of such rearrangement will be borne by the accommodated party. Such accommodated party, in advance of such rearrangement, must (a) deposit with the Grantee either cash or a corporate surety bond in an amount, as in the reasonable discretion of the Grantee, to pay the costs of such rearrangement, and (b) execute an instrument agreeing to indemnify, defend and hold harmless Grantee from any and all damages or claims caused by such rearrangement. This provision will not be construed to require Grantee to rearrange its facilities. Any accommodation for rearrangement of Grantee's facilities will be made at the Grantee's sole discretion.

7. Nothing in this Agreement may be construed to require the City to move, alter, or relocate any of its pipelines upon public streets at its own expense, for the convenience, accommodation or necessity of any other public utility, person, firm or corporation, now or hereafter owning a public utility system of any type or nature, or to move, alter, or relocate any part of its pipelines upon said streets for the convenience, accommodation or necessity of the Grantee.

SECTION 6: Other obligations of Grantee; Indemnification. The Grantee must comply with all of the following provisions:

A. Within sixty (60) days after the City Council adopts this Ordinance, Grantee must file with the Director improvement plans relating to all of Grantee's facilities located within the City, and a map or maps showing the location, length and size of all such facilities which have been installed, relocated, removed or abandoned by Grantee.

B. Within six (6) months after the installation of any new pipelines under this franchise, Grantee must file with the Director an "as built" map or maps showing the approximate location, length and size of all of Grantee's pipelines so installed.

City of Bellflower
Ordinance No. 1428

C. Grantee must construct, install and maintain all pipes and appurtenances in a good and workmanlike manner, and of good materials, and operate in conformity with all applicable federal, state, and local laws including, without limitation, the Bellflower Municipal Code ("BMC"). In case of public utilities subject to the jurisdiction of the Public Utilities Commission of the State of California, the rules, regulations and orders of the Public Utilities Commission will govern whenever any conflict may exist between them and the applicable ordinances, codes, rules and regulations adopted or prescribed by the City. To the extent required by applicable law, the Grantee must obtain and maintain a permit from the Los Angeles County Fire Department to construct, install, use, operate, repair or modify a pipeline for the transportation of flammable or combustible liquids.

D. Grantee must pay the City, on demand, the cost of all repairs to public property made necessary by any operations of the Grantee under this Franchise, provided Grantee fails to make such repairs after notice and reasonable opportunity to complete such repairs.

E. Grantee agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, and employees, from and against any and all claims, losses, liabilities, damages to persons or property, demands, actions, judgments, causes of action, assessments, penalties, costs and expenses (including, without limitation, reasonable fees of legal counsel, expert witnesses and accountants) arising out of or resulting from Grantee's operations under this franchise, except to the extent caused by City's sole active negligence, and for all damages proximately resulting from the failure of Grantee to faithfully observe and perform each and every provision of this franchise and of the Act. Grantee is solely responsible for complying with all laws, regulations, and other orders which are applicable to the installation, repair, relocation or removal of its facilities, whether federal, state or local. City's approval of such installation, repair, relocation or removal will not relieve Grantee of any liability Grantee may have for contaminated soils or other environmental liability attributable to or arising from Grantee's pipes, appurtenances and other facilities. Any fee paid by Grantee pursuant to this Agreement will in no way limit Grantee's obligation to compensate City for any damage, claim, expense or loss whatsoever, as set forth in this paragraph.

F. In addition, Grantee indemnifies and holds the City harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney's fees and penalties), injuries, or liability, arising out of this Agreement, or its performance including, without limitation, damages or penalties arising from Grantee's removal, remediation, response or other plan concerning any Hazardous Materials resulting in the release of any hazardous substance into the environment. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its lX61

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performance, Grantee will defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise.

The foregoing indemnity is intended to operate as an agreement pursuant to 42 USC § 9607(e) (the Comprehensive Environmental Response, Compensation and Liability Act; "CERCLA") and Health & Safety Code § 25364 to defend, protect, hold harmless, and indemnify the City from all forms of liability under CERCLA, or other applicable law, for any and all matters addressed in this Franchise.

G. In no event will Grantee's indemnity obligation under this Franchise include indemnification for the City's gross negligence or willful misconduct.

SECTION 7: INSURANCE.

A. Before commencing performance under this Franchise, and at all other times this Agreement is effective, Grantee must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance
Commercial general liability:

Workers compensation
Limits (combined sinale
$10,000,000
Statutory requirement.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies will be endorsed to name the City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.

C. Grantee will furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M.

Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Grantee will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. 11910

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D. Should Grantee, for any reason, fail to obtain and maintain the insurance required by this Agreement, the City may obtain such coverage at Grantee's expense or terminate this Franchise.

E. Grantee must deliver to City, in the manner provided for notices, copies or endorsements of all insurance certificates and endorsements required by this Ordinance, within the following time limits:

1. For insurance required at commencement of this Ordinance, within thirty (30) days after this Ordinance becomes effective;

2. For insurance becoming required at a later date, at least ten (10) days before the requirement becomes effective, or as soon thereafter the requirement, if new, becomes effective; and

3. For any renewal or replacement of a policy already in existence, at least twenty (20) days after expiration or other termination of the existing policy.

B. Notwithstanding anything to the contrary, Grantee may provide a program of self-insurance provided it can demonstrate that it had a net worth of $10,000,000.00 within the preceding year. The City, at its sole discretion, may allow Grantee to self -insure provided the self-insurance program complies with the provisions and specified limits contained herein, and is approved by the City Manager and City Attorney. If such approval for self- insurance is granted, the City will be precluded from exercising the remedies afforded to it pursuant to subsection D of this Section 7.

SECTION 8: PRESENCE OF HAZARDOUS MATERIALS: Except as
otherwise provided below, Grantee may not or permit any Hazardous Materials to be discharged or released in, under, or about the streets or adjacent properties at any time.

Grantee must, at its expense, procure, maintain in effect and comply with all conditions of any and all applicable permits, licenses, and other governmental and regulatory approvals required of Grantee for Grantee's use of the streets or adjacent properties.

Upon expiration or earlier termination of the franchise term, Grantee must cause all Hazardous Materials released by Grantee in or under the Streets or adjacent properties, if any, to be removed from the streets or adjacent properties in accordance with and in compliance with all applicable laws. Grantee may not take any remedial action in response to the presence of any Hazardous Materials in or about the streets or adjacent properties, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the streets or adjacent properties, without first notifying City of Grantee's intention to do so and affording City ample opportunity to appear, intervene or otherwise appropriately assess and protect City's interests.

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SECTION 9: NOTICE TO GRANTOR: Grantee must immediately notify City in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any applicable laws relative to the streets or adjacent properties; (ii) any claim made or threatened by any person against Grantee or the streets or adjacent properties relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any governmental agency arising out of or in connection with any Hazardous Materials in or removed from the streets or adjacent properties, including any complaints, warnings or asserted violations in connection therewith. Grantee must also supply to City as promptly as possible copies of all claims, reports, complaints, notices, warnings or asserted violations, relating in any way to the streets or adjacent properties, or Grantee's use of the streets. Grantee must promptly deliver to City copies of manifests reflecting the legal and proper disposal of all Hazardous Materials removed by the Grantee from the streets or adjacent properties.

SECTION 10: Assignability. Grantee may sell, transfer or assign this Franchise or any interest therein directly or indirectly, or any of the rights or privileges hereby granted, with the City's prior written consent, which will not be unreasonably withheld. Notwithstanding the above statement, Grantee may transfer or assign this Franchise to any parent, subsidiary or affiliate without obtaining the consent of City, provided Grantee provides written notification within thirty (30) days of said transfer or assignment and submits written evidence of the same, including a certification executed by a duly authorized officer of the Grantee. Upon compliance with the foregoing, this Franchise will be binding on the successors and assigns of the parties hereto, and inure to the benefit of the successors and assigns of the parties hereto.

SECTION 11: Excavations.

A. Grantee must obtain an excavation permit in accordance with the BMC, and pay the applicable fee therefor, before commencing any excavation in any street or public right of way, or before disturbing the earth beneath the surface of the street, except in the case of an emergency. Before any excavation permit is issued for the construction or installation of a pipeline for the transmission of flammable or combustible liquids, gases or hazardous materials, Grantee must obtain the applicable permits from the City. If the proposed location of the excavation does not, or will not, unreasonably interfere with the use of the streets by the City or if Grantee holds rights to occupy the area of the Streets which supersede the City's rights, and Grantee complies with all applicable laws, the Public Works Director will issue the appropriate permit(s).

B. Where it is necessary to lay any underground pipes through, under or across any portion of a paved or macadamized street, such work, where deemed by Grantee in its sole discretion to be a safe method of installation, as well as practicable and economically feasible, may be done by a tunnel or bore so as not to disturb the foundation of such paved or macadamized street. If the same cannot be done, or if it is necessary to cut the street in order to access existing pipes and appurtenances, such work will be done pursuant to an excavation permit.
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C. All work is subject to the City's inspection. All street coverings or openings, valves, vaults and manholes must at all times be kept flush with the surface of the streets; provided, however, that vents for underground vaults and manholes as well as cathodic protection devices, including pole -mounted rectifiers may, subject to the City's prior approval, extend above the surface of the streets when such vents and cathodic protection devices, including pole -mounted rectifiers, are located in parkways, between the curb and the property line. The Grantee must provide adequate traffic safety barriers, signs, devices and traffic safety warning equipment in accordance with the BMC and comply with such additional safety measures as the City may direct.

D. In emergencies, Grantee may commence excavation of streets without prior permit; provided, however, Grantee acts in a reasonable and diligent manner as soon as practicable after the onset of said emergency to obtain a permit authorizing such work.

E. Grantee acknowledges that the City's records may not be complete and that pipes and appurtenances previously unknown to City are frequently discovered. Consequently, by granting this franchise or by approving any excavation permit requested by Grantee, the City does not warrant the accuracy of information supplied to the Grantee by the City regarding the location or existence of other facilities. Nothing herein will make the City, or any officer, agent or employee of the City, responsible or liable to the Grantee or to any other person by virtue of the City's approval of excavation permit plans, regardless of whether any information is supplied by the City to the Grantee pertaining to the location of existing pipes, facilities or other improvements on, in or under any street or other public property.

F. Except as otherwise provided, Grantee cannot excavate public streets that were resurfaced with an emulsified asphalt "slurry" or asphalt "cape seal" within the previous two (2) years, or improved with asphalt/concrete within the previous five (5) years, of the proposed excavation date.

G. Excavation of a public street will be allowed by permit under only the most unusual circumstances if the Public Works determines that relocation or boring is not feasible. Under such circumstances, the Public Works Director will require the Grantee to meet the city's construction standards for excavating in recently resurfaced streets, pay all costs associated with such excavation, and provide such additional security to ensure the integrity of the recently resurfaced public street as may be reasonable required by the Public Works Director.
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SECTION 12: Grantee's Emergency Response Plan; Pipeline Accidents A. The Grantee must develop and maintain an emergency response plan, reasonably satisfactory to the City, which covers all franchise operations within the City. In general, an emergency response plan meeting the requirements of Federal and State law and containing the information contained in this section is acceptable. The emergency response plan must include a 24-hour notification program and proof of arrangements capable of providing emergency response services, including without limitation to traffic control, street excavation pipeline repair, and supplies and services as necessary, within two (2) hours of notification of any problem, and such other information as the City may reasonably require. Repairs to a public street, alley or parkway must be completed within 72 hours of Grantee completing repairs to its facilities and clean up of any materials released from its facilities, if reasonably possible, unless otherwise authorized by the City. The City must be notified ten (10) days in advance of any proposed change in such arrangements. Any changes in or revisions to Grantee's emergency response plan must be submitted to the City on the first working day of the subsequent calendar year.

B. Whenever any pipeline or appurtenance breaks or leaks so as to cause the release of oil or petroleum products into or under the public right-of-way, Grantee, and any other person using or controlling the pipeline or appurtenance, must immediately notify the City's Public Safety Department and Public Works Department and implement precautionary safety measures including traffic control, system shutdown, valve closures, and public notification. In the event of an emergency which threatens life, health, safety, or property, and where it is not possible to obtain an excavation permit before commencing the work, the Grantee may commence such work; provided, however, that within seventy-two (72) hours thereafter the Grantee must apply for an excavation permit. Adequate traffic safety barriers must be maintained at all times, and any damaged portion of the street must be restored to at least the condition that existed immediately before the damage.

C. If any portion of any City street is damaged by reason of defects, breaks or leaks in any of the pipes and appurtenances maintained or constructed by Grantee, or by reason of any other cause attributable to or arising from the operation of any pipes and appurtenances constructed or maintained by Grantee, the Grantee must, at its sole cost and expense, immediately repair all damage and restore the street to the condition existing before such damage occurred. All such work must be done under the City's direction, and to the City's reasonable satisfaction. Grantee must repair such damage and restore the street within three (3) working days after receiving a written demand from the City or such other reasonable period as the Director may authorize when required for the protection of the public health and safety. !Z[111

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