Agenda packet — Bellflower City Council, March 25, 2024 (part 4 of 4)

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.

K1le

City of Bellflower
Ordinance No. 1428

Page 16 of 19 ends

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:
lZPA

City of Bellflower
Ordinance No. 1428

Page 17 of 19 ends

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. 15911

City of Bellflower
Ordinance No. 1428

Page 18 of 19 ends

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. 1I:11

City of Bellflower
Ordinance No. 1428

Page 19 of 19 ends

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 , 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
EN

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.

ORDINANCE NO. 1428 — EXHIBIT B

EXISTING PIPELINE MAP

CITY OF BELLFLOWER
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15iAI

CITY OF BELLFLOWER
RESOLUTION NO. 24-08

A RESOLUTION DECLARING ITS INTENTION TO GRANT AN OIL

PIPELINE FRANCHISE TO AIR PRODUCTS MANUFACTURING, LLC
("AIR PRODUCTS"), A DELAWARE LIMITED LIABILITY COMPANY, 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. On June 23, 2014, the City Council adopted Ordinance No. 1276, granting a 20-year non-public utility service pipeline franchise agreement (Agreement File No. 216.1.2) to Paramount Petroleum Corporation ("Paramount Petroleum") from January 25, 2004, through January 25, 2024; B. 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");
C. On November 14, 2023, Air Products Manufacturing, LLC ("Air Products"; "Purchaser") completed its Asset Purchase and Sale Agreement with Paramount Pipeline ("Seller") to purchase the pipeline assets in the City of Bellflower covered under Franchise Agreement No. 216.1.2; D. Paramount Pipeline had a 20-year oil pipeline franchise agreement with the City which expired on January 25, 2024. Air Products now 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 previously owned by Paramount Pipeline under Agreement File No. 216.1.2; E. The purpose of the pipeline is to transport oil or products thereof; F. 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;
G. 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.

Page 1 of 4 ends

City of Bellflower
Resolution No. 24-08

Page 2 of 4 ends

SECTION 2. Factual Findings.

A. 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;
B. On July 17, 1996, Paramount Petroleum purchased a portion of the pipeline from ARCO;
C. 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;
D. 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;
H. On June 23, 2014, The City Council adopted Ordinance No. 1276, granting a 20-year non-public utility service pipeline franchise agreement (Agreement File No. 216.1.2) to Paramount Petroleum Corporation ("Paramount Petroleum") from January 25, 2004, through January 25, 2024; E. On April 8, 2019, The City Council approved and adopted Resolution No. 19-22, a resolution approving the transfer of oil pipeline franchise (Agreement File No. 216.1.2) from Paramount Petroleum to Paramount Pipeline.

F. On November 14, 2023, Air Products completed its Asset Purchase and Sale Agreement with Paramount Pipeline to purchase the pipeline assets in the City of Bellflower covered under Franchise Agreement No. 216.1.2.

G. Air Products now 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 previously owned by Paramount Pipeline under Agreement File No. 216.1.2;
H. Air Products' pipelines within the City'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 south City boundary approximately two hundred thirty (230) feet south of Rose Street; The City Clerk is hereby directed to transmit a certified copy of this Resolution to:

City of Bellflower
Resolution No. 24-08

Page 3 of 4 ends

Paragon Partners Consultants, Inc.

Attention: Michael Boss, Senior Director
5660 Katella Avenue, Suite 100
Cypress, CA 90630
SECTION 3. Approval. By adopting this resolution, City Council declares its intention to grant said franchise agreement to Air Products and its successors. To the extent that any other resolution pertaining to a franchise agreement with Air Products is incorporated into this Resolution, it is superseded or amendment 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.

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. -50-

City of Bellflower
Resolution No. 24-08

Page 4 of 4 ends

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 12T" DAY OF FEBRUARY 2024.

L�-- 1�
Dan Koops, Mayor
ATTEST:

Z 4 � AV- " � CA
a Oc i ui it Clerk
APPROV A F RM:
/L--
Karl H. Berger, C' Attorney
-51-

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. 24-08 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
Mayr Och' ui, City Clerk
City f Bellflower, California
(SEAL)
&IYZ

CITY OF BELLFLOWER

NOTICE OF PUBLIC HEARING REGARDING AN ORDINANCE

GRANTING AN OIL PIPELINE FRANCHISE TO AIR PRODUCTS

MANUFACTURING, LLC IN THE CITY OF BELLFLOWER
TAKE NOTICE that the Bellflower City Council will hold 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 an ordinance granting to Air Products Manufacturing, LLC, a Delaware Limited Liability Company, an oil pipeline franchise 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.
-53-

0_"oi Of BELLFj�W��
st af
�R04'ING TOGV_J 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. 1429 - 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. 1429 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.1429; 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 and 24-inch pipes (16" and 24" 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 $28,748.63. There will be no renewal fee if SFPP opts to extend the franchise agreement for one additional 10- year term.

DISCUSSION
Upon adoption of Ordinance No. 1429, 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.

Page 1 of 2 ends

Staff Report — Adoption of Ordinance No. 1429 granting SFPP, L.P. an oil pipeline franchise
March 25, 2024

Page 2 of 2 ends

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. 75) was one million dollars ($1,000,000) per occurrence. There is no granting fee for SFPP since SFPP's proposed franchise is a public utility franchise. Ordinance No. 1429 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. 1429........................................................................................................3 March 11, 2024, Staff Report........................................................................................ 24 P2

CITY OF BELLFLOWER
ORDINANCE NO. 1429
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 10-year oil pipeline franchise agreement with the City which expired on February 23, 2007, 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. 24-07.

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.

Page 1 of 19 ends

9911

City of Bellflower
Ordinance No. 1429

Page 2 of 19 ends

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, 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.

City of Bellflower
Ordinance No. 1429

Page 3 of 19 ends

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.

BIDS

City of Bellflower
Ordinance No. 1429

Page 4 of 19 ends

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

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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.

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, 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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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 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. 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 County of Los Angeles 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 still

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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 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 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.

SEE

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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:

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, lS118A

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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, 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).
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Ordinance No. 1429

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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.

MEN

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Ordinance No. 1429

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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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Ordinance No. 1429

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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.

SECTION 14: Default.

City of Bellflower
Ordinance No. 1429

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SECTION 16: Notice.

Upon City: City of Bellflower
Public Works Department
Attn: Len Gorecki, Director of Public Works
16660 Civic Center Dr.

Bellflower, CA 90706
Erg

City of Bellflower
Ordinance No. 1429

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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.

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

City of Bellflower
Ordinance No. 1429

Page 17 of 19 ends

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.

City of Bellflower
Ordinance No. 1429

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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.

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

W111

City of Bellflower
Ordinance No. 1429

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ORDINANCE NO. 1429 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. 1429 — EXHIBIT A

PIPELINE LOCATION
SFPP's Franchise Property within the City's public right-of-way consists of approximately ten thousand seven hundred and eight (10,708) feet of sixteen -inch (16") pipes beginning at Downey Avenue and south City boundary; thence north in Downey Avenue to Rose Street; thence east in Rose Street to the east right-of-way line of Woodruff Avenue; thence across private easements to Carpintero Avenue; thence south in Carpintero Avenue for approximately one hundred (100) feet; thence continuing east across private easements to Palo Verde Avenue; thence north in Palo Verde Avenue to the Southern Pacific Transportation Company railroad right-of-way and the east City boundary.

SFPP's Franchise Property within the City's public right-of-way also consists of approximately fourteen thousand four hundred and twenty-five (14,425) feet of twenty- four -inch (24") pipes beginning at the intersection of Park Street and Downey Avenue, thence proceeding easterly in Park Street, an approximate four thousand three hundred and ninety (4,390) feet to Lakewood Boulevard; thence northerly in Lakewood Boulevard, an approximate distance of six hundred twenty-five (625) feet to Walnut Street; thence easterly in Walnut Street an approximate distance of eight thousand four hundred and sixty (8,460) feet to interest the Southern Pacific Railroad right-of-way, continuing easterly from the railroad in Flora Vista Street for an approximate distance of one thousand five hundred and seventy five (1,575) feet east to the Los Angeles County Flood Control property to the approximate easterly boundary line of the City of Bellflower.

IWO

ORDINANCE NO. 1429 — EXHIBIT B

EXISTING PIPELINE MAP

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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. 1429 — An Ordinance granting to SFPP, L.P. ("SFPP"), Delaware Limited Partnership, an oil pipeline franchise within the City of Bellflower.

DATE: March 11, 2024

ORDINANCE SUMMARY
Ordinance No. 1429 (formerly AFN 75) 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. 1429, 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. 1429; 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 and 24-inch pipes (16" and 24" 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 $28,748.63. 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.

Page 1 of 2 ends

1Vze

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. 1429
March 11, 2024

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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 they will be subject to applicable regulatory requirements.

DISCUSSION
Ordinance No. 1429 — SFPP, L.P.

On February 24, 1997, The City Council adopted Ordinance No. 884, granting a 10-year public utility service oil pipeline Franchise Agreement (Agreement File No. 75) to SFPP.

This 10-year Agreement expired on February 23, 2007; however, SFPP maintained this Agreement 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 a new franchise agreement for ten (10) years, with the option of a ten (10) year extension for the same pipelines. If the City Council adopts Ordinance No. 1429, the Franchise would be effective for a ten-year period starting thirty (30) days after the adoption of Ordinance No. 1429.

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. 1429........................................................................................................3 ResolutionNo. 24-07..................................................................................................... 24 Noticeof Public Hearing................................................................................................ 28 -25-

CITY OF BELLFLOWER
ORDINANCE NO. 1429
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:

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. 24-07.

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.

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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IPZQ

City of Bellflower
Ordinance No. 1429

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F. "Grantee" means SFPP, a Delaware Limited Partnership and its lawful successors or assigns.

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

IUA

City of Bellflower
Ordinance No. 1429

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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.

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.

W-011

City of Bellflower
Ordinance No. 1429

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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.

City of Bellflower
Ordinance No. 1429

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B. Annual Increase.

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.

City of Bellflower
Ordinance No. 1429

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SECTION 5: Rights of the City.

City of Bellflower
Ordinance No. 1429

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City of Bellflower
Ordinance No. 1429

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

City of Bellflower
Ordinance No. 1429

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G--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.

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.

Type of Insurance
Commercial general liability:

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

City of Bellflower
Ordinance No. 1429

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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.

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.

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, lX61

City of Bellflower
Ordinance No. 1429

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SECTION :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 11.-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 12 SECTION 11: Excavations.

City of Bellflower
Ordinance No. 1429

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ISM

City of Bellflower
Ordinance No. 1429

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SECTION I ;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.

City of Bellflower
Ordinance No. 1429

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SECTION 14 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 I;SECTION 14: Default.

KAIG

City of Bellflower
Ordinance No. 1429

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SECTION V ;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 1-7-.SECTION 16: Notice.

Upon City: City of Bellflower
Public Works Department
Attn: Len Gorecki, Director of Public Works
16660 Civic Center Dr.

Bellflower, CA 90706
K1le

City of Bellflower
Ordinance No. 1429

Page 16 of 19 ends

Bloomington, CA 92316
SECTION :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.

SECTION V o;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.

K"lrA

KA91

City of Bellflower
Ordinance No. 1429

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SECTION 20 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 24 ;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 22: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 23: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 ''n: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 2-5-.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. 1I:11

City of Bellflower
Ordinance No. 1429

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SECTION 26 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.

SECTION 27 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 28 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 2-9-.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 :SECTION 29: This Ordinance becomes effective thirty (30) days after adoption.
1151161

City of Bellflower
Ordinance No. 1429

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ORDINANCE NO. 1429 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
En

ORDINANCE NO. 1429 — EXHIBIT A

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ORDINANCE NO. 1429 — EXHIBIT B

EXISTING PIPELINE MAP

CITY OF BELLFLOWER
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CITY OF BELLFLOWER
RESOLUTION NO. 24-07

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. 884 on February 24, 1997, granting a 10-year public utility service oil pipeline agreement (Agreement File No. 75) to SFPP, L.P. ("SFPP");
B. SFPP had a 10-year Agreement (Agreement File No. 75) with the City which expired on February 23, 2007, 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 February 24, 1997, the City of Bellflower ("City") granted SFPP a 10- 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.

Page 1 of 4 ends

15R011

City of Bellflower
Resolution No. 24-07

Page 2 of 4 ends

B. SFPP had a 10-year Agreement with the City which expired on February 23, 2007, 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 approximately ten thousand seven hundred and eight (10,708) feet of sixteen -inch (16") pipes beginning at Downey Avenue and south City boundary; thence north in Downey Avenue to Rose Street; thence east in Rose Street to the east right-of-way line of Woodruff Avenue; thence across private easements to Carpintero Avenue; thence south in Carpintero Avenue for approximately one hundred (100) feet; thence continuing east across private easements to Palo Verde Avenue; thence north in Palo Verde Avenue to the Southern Pacific Transportation Company railroad right-of- way and the east City boundary.

D. SFPP's Franchise Property within the City's public right-of-way also consists of approximately fourteen thousand four hundred and twenty-five (14,425) feet of twenty -four -inch (24") pipes beginning at the intersection of Park Street and Downey Avenue, thence proceeding easterly in Park Street, an approximate four thousand three hundred and ninety (4,390) feet to Lakewood Boulevard; thence northerly in Lakewood Boulevard, an approximate distance of six hundred twenty-five (625) feet to Walnut Street; thence easterly in Walnut Street an approximate distance of eight thousand four hundred and sixty (8,460) feet to interest the Southern Pacific Railroad right-of-way, continuing easterly from the railroad in Flora Vista Street for an approximate distance of one thousand five hundred and seventy five (1,575) feet east to the Los Angeles County Flood Control property to the approximate easterly boundary line of the City of Bellflower.

E. 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.

I&7III

City of Bellflower
Resolution No. 24-07

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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.

SECTION 10. The Mayor, or presiding officer, is authorized to affix its signature to this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or its 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. -51-

City of Bellflower
Resolution No. 24-07

Page 4 of 4 ends

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 12TH DAY OF FEBRUARY 2024.

Dan Koops, Mayor
ATTEST:
-52-

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. 24-07 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 - Santa Ines, Dunton, Morse
RECUSE: Council Member - Mayor Koops, Sanchez
Dated: February 13, 2024
yr Oc i ui, City Clerk
City 6f Bellflower, Californi
(SEAL)

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.

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].

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.

IMAN

Bellflower City CouncilMarch 25, 2024

Bellflower City Council
March 25, 2024