Loading...
HomeMy WebLinkAboutItem 6b. Introduce an Ordinance to renew a Franchise Agreement with Phillips 66 Pipeline, LLC for Existing Pipelines within the City's Right-of-Way Item 6b Department: Public Works Cost Center: 5001 For Agenda of: 2/15/2022 Placement: Public Hearing Estimated Time: 60 minutes FROM: Matt Horn, Public Works Director Prepared By: Paul Fields, Administrative Analyst SUBJECT: RENEW A FRANCHISE AGREEMENT FOR EXISTING PIPELINES WITHIN THE CITY RIGHTS-OF-WAY WITH PHILLIPS 66 PIPELINE LLC RECOMMENDATION Introduce an Ordinance entitled “An Ordinance of the City Council of the City of San Luis Obispo, California, granting to Phillips 66 Pipeline LLC a franchise to construct, operate and maintain pipelines for the transportation of oil, and other specified materials in the City of San Luis Obispo” to renew a franchise agreement with Phillips 66 Pipeline LLC for common carrier pipelines located in the City’s rights-of-way. DISCUSSION On June 24, 2021, Phillips 66 Pipeline LLC requested to renew its existing franchise agreement pertaining to common carrier pipelines located in the City’s rights -of-way (Attachment A). Common carrier pipelines transport the products of other companies as well as the products of the franchisee Background The City has several franchise agreements with utility companies to allow the use of public rights of ways for both the transmission and distribution of different products or services. For example, currently the City has franchise agreements with Pacific Gas and Electric, the Gas Company, and Charter Communications. On January 11, 2022, the City Council adopted a resolution of intention to approve a franchise agreement with Phillips 66 Pipeline LLC for pipelines located within the City’s rights-of-way (Attachment B). The resolution also set a public hearing for public comment on the agreement for February 15, 2022. The procedures for adoption of a franchise agreement are prescribed by Article X of the City Charter (Attachment C). Specifically, Charter Section 1002 requires the City Clerk to publish the resolution of intention within fifteen (15) days of its adoption in a local newspaper and requires a public hearing prior to approval of the franchise within sixty (60) days of the passage of the resolution of intention. Page 207 of 255 Item 6b Scope of Franchise Agreement The proposed franchise agreement (Attachment D) would provide Phillips 66 Pipeline LLC the non-exclusive right to “construct, erect, maintain, operate, repair, renew and change the size of and remove pipelines … for the transportation of oil, products, thereof, hydrocarbon gases and other gas necessary for the operation and maintenance of the pipelines…” The application requests approval of a three-year term as Phillips 66 Pipeline LLC is planning to divest operations within the San Luis Obispo region. Currently, Phillips 66 Pipeline LLC has no plans to install new pipelines. The franchise agreement would require Phillips 66 Pipeline LLC to provide the City with plans for decommissioning the pipelines and would give the City the authority to require their removal. All its existing pipelines are shown in an exhibit attached to the application requesting franchise approval (Attachment E). Franchise Fee Franchise fees for distribution pipelines are set by the Public Utilities Code Section 6231.5. The fee ranges from $0.088 to $0.66 per lineal foot based on pipeline diameter, with CPI adjustments added since 1989 when these rates were first established. The proposed franchise agreement limits pipeline diameter to 12 inches, which corresponds to a fee of $.264 (plus CPI) per lineal foot. The majority of the pipeline length installed has an 8-inch internal diameter, resulting in a fee of $.176 (plus CPI) per lineal foot. Based on the Phillips 66 Pipeline facilities that are installed within City Rights of Way, the resulting annual revenue is approximately $6,700. In addition to the annual franchise fee, the City is proposing a granting fee of $10,000 to cover staff costs associated with preparing the agreement, advertising the request, holding the required public meetings (three total and described below), and managing the franchise agreement after adoption. Previous Council or Advisory Body Action The City Council renewed the franchise agreement for common carrier pipelines in July 2011 and approved the transfer of the franchise from ConocoPhillips Pipeline Company to Phillips 66 Pipeline LLC in February 2013. In January 2022 the City Council adopted Resolution No. 11297 declaring its intention to renew the franchise agreement with Phillips 66 Pipeline LLC. No other advisory body review is required for this action Policy Context The process for adoption of a new franchise agreement is prescribed by the Public Utilities Code (Section 6232-6234). The following schedule is proposed:  January 11, 2022: Introduce and pass resolution of intent  February 15, 2022: Hold public hearing and introduce ordinance  March 15, 2022: Second reading and final adoption or ordinance  April 14, 2022: Ordinance becomes effective Page 208 of 255 Item 6b Article X of the City Charter empowers the City Council to grant by ordinance a franchise to furnish the City and its inhabitants with public uti lities. In line with the Public Utilities Code, and the City Charter, the City Council adopted a resolution declaring its intention to grant the franchise and the set a public hearing for the February 15, 2022, City Council meeting. The adopted resolution was published more than fifteen days prior to the February 15, 2022, City Council meeting. Public Engagement Resolution 11297, adopted by the City Council on January 11, 2022, scheduled a public hearing for February 15, 2022, to allow for public comment on the agreement. CONCURRENCE The Finance Department concurs with this recommendation. ENVIRONMENTAL REVIEW The renewal of the franchise agreements is categorically exempt from the provisions for the California Environmental Quality Act in accordance with section 15061(b)(3). The proposed award of the franchise to Phillips 66 Pipeline LLC will continue the ope ration and maintenance of an existing pipeline. No new development or intensification of development would result from the franchise, therefore there is no potential for significant effects on the environment. FISCAL IMPACT Budgeted: Yes/No Budget Year: 2021-22 Funding Identified: Yes Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund $ $ $ $ State Federal Fees Other: Total $ $ $ $ There is a minor positive fiscal impact to the general fund in the amount of $6,700 associated with granting of the proposed franchise agreement for pipeline services . Page 209 of 255 Item 6b ALTERNATIVES 1. The City Council may reject the application by Phillips 66 Pipeline LLC for a new franchise agreement. This alternative is not recommended because it is in the City’s best interest to have a qualified company operate and maintain the existing pipeline infrastructure within the City’s right-of-way. Should the City Council express its intention to not award the franchise to Phillips 66 Pipeline LLC, the applicant would have three available options. The first would be to request City approval to physically remove the pipeline from the City’s right-of-way. The second option would be to leave the pipeline in its current location but seal it where it enters and leaves the City, thereby rendering it unusable. The third option would be to initiate a condemnation action against the City under the Public Utilities Code in order to obtain through eminent domain a subsurface easement or other rights to utilize the pipeline within the City. 2. The City Council may reject the agreement in its current form and advise staff on terms that would need to be included in the agreement prior to approval. This would reset the process prescribed by the City Charter and California Public Utilities Code. The revised agreement would need to be approved by Phillips 66 Pipeline LLC. With no agreement in place Phillips 66 Pipeline LLC would be subject to standard utility encroachment permit requirements. ATTACHMENTS A - Application Requesting Renewal of Franchise B - Resolution No. 11297 Declaring Intent to Renew Franchise C - Charter of the City of San Luis Obispo Article X D - Draft Ordinance approving the Franchise Agreement with Phillips 66 Pipeline LLC E - Map of Existing Pipelines in the City Page 210 of 255 Terri James-Barksdale RES Agent, Western Region Real Estate Transactions PHILLIPS 66 3900 Kilroy Airport Way, Ste 210 Long Beach CA 90806 O: 562-290-1529 Terri.L.James-Barksdale@p66.com November 5, 2021 City of San Luis Obispo Public Works 919 Palm Street San Luis Obispo, CA 93401-3218 RE: Phillips 66 Pipeline Ordinance 1587 – Application Request for Extension Public Works Director: Phillips66 Pipeline LLC currently operates pipelines within the city limits of San Luis Obispo, CA under the subject pipeline ordinance. Phillips 66 is planning to divest from operations within this San Luis Obispo region, therefore we are seeking only to extend the Ordinance for a term of 3 additional years, with an option to renew for an additional term. The existing pipelines are located as shown on the attached maps. We have also provided a copy of our existing pipeline franchise with the neighboring City of Arroyo Grande as requested for reference. The California Constitution, under Division 3 within the Public Utilities Code (PUC), Chapter 2, Sections 6201- 6302, allows for local governments to grant gas, oil, electric, and water franchises. Complete legislative language can be found on the following website: https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=PUC&division=3.&title= &part=&chapter=2.&article= As in the past, Phillips 66 intends to continue with all safety measures and regulatory practices for the continued safe operations of all our pipelines within the City of San Luis Obispo. For more information about Phillips 66 Pipeline LLC, and its pipeline safety practices, please visit www.phillips66pipeline.com. We look forward to working with you on this renewal process. Sincerely, Terri J. Barksdale cc: Tracey Brown Page 211 of 255 Page 212 of 255 R 11297 RESOLUTION NO. 11297 (2022 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, DECLARING THE CITY’S INTENT TO APPROVE A FRANCHISE ORDINANCE, SUPERSEDING ORDINANCE 1564 (2011 SERIES), TO OPERATE AND MAINTAIN PIPELINES FOR THE TRANSPORTATION OF OIL AND OTHER SPECIFIED MATERIALS IN THE CITY OF SAN LUIS OBISPO BY PHILLIPS 66 PIPELINE LLC AND SETTING A PUBLIC HEARING FOR FEBRUARY 15, 2022 WHEREAS, the City of San Luis Obispo adopted Ordinance No. 1391 on July 10, 2001 granting a franchise to Union Pipeline Company, a California Corporation for a term of 10 years for the transportation and distribution of oil and other specified materials in the City of San Luis Obispo; and WHEREAS, on April 17, 2007 the City Council adopted Ordinance No. 1504 transferring the franchise agreement from Union Pipeline Company to Conoco-Phillips; and WHEREAS, on June 21, 2011, the City of San Luis Obispo adopted Ordinance No. 1564 for a new franchise agreement to replace the existing franchise agreement approved by Ordinance No. 1391 and set to expire on July 9, 2011; and WHEREAS, On February 5, 2013 the City Council adopted Ordinance No. 1587 transferring the franchise from ConocoPhillips to Phillips 66 Pipeline LLC; and WHEREAS, On June 24, 2021 Phillips 66 Pipeline LLC applied to the City of San Luis Obispo for a new franchise agreement to replace the existing franchise agreement approved by Ordinance No. 1564; and WHEREAS, Phillips 66 Pipeline LLC is currently operating pipelines for the transportation of oil and other specified materials within the City of San Luis Obispo; and WHEREAS, the new franchise agreement will include the following key provisions; Purpose: To maintain and operate pipelines for the transportation of oil and hydrocarbons within the City of San Luis Obispo. Type: Non-exclusive Term: 3-years Fees: Annual franchise fee to the City in accordance with Public Utilities Code Section 6231.5 (a fee ranging from $0.088 to $0.660, adjusted per the Consumer Price Index, per lineal foot based on pipeline diameter) DocuSign Envelope ID: D5095864-95EB-44F0-9C02-169873E34FF3 Page 213 of 255 Resolution No. 11297 (2022 Series) Page 2 R 11297 Bond: One-million dollars faithful performance bond. Insurance: Ten million dollars liability insurance Indemnity: Phillips 66 Pipeline LLC to indemnify the City of any and all damages to personas or property arising out of operations under the franchise. Includes indemnity for joint acts with the City. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. Pursuant to Section 1002 of the City Charter of the City of San Luis Obispo, the City Council hereby declares its intention to consent to the granting of a franchise to maintain and operate pipelines for the transportation of oil and other specified materials within the City of San Luis Obispo to Phillips 66 Pipeline LLC. DocuSign Envelope ID: D5095864-95EB-44F0-9C02-169873E34FF3 Page 214 of 255 Resolution No. 11297 (2022 Series) Page 3 R 11297 SECTION 2. A public hearing will be held on February 15, 2022 at 6:00 p.m. The City Clerk shall publish this resolution within fifteen (15) days of its passage in a newspaper in the City of San Luis Obispo. Any persons having an interest in the franchise approval or any objection to the approval of the franchise may appear before the Council to be heard thereon. Upon motion of Vice Mayor Christianson, seconded by Council Member Marx, and on the following roll call vote: AYES: Council Member Marx, Pease, Shoresman, Vice Mayor Christianson, and Mayor Stewart NOES: None ABSENT: None The foregoing resolution was adopted this 11th day of January 2022. Mayor Erica A. Stewart ATTEST: Teresa Purrington City Clerk APPROVED AS TO FORM: J. Christine Dietrick City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, on ______________________. Teresa Purrington City Clerk DocuSign Envelope ID: D5095864-95EB-44F0-9C02-169873E34FF3 1/13/2022 | 11:48 AM PST Page 215 of 255 Page 216 of 255 ARTICLE X. LICENSES AND FRANCHISES Section 1001. Granting of Franchises. The City Council is empowered to grant by ordinance a franchise to any person, firm or corporation, whether operating under an existing franchise or not, to furnish the City and its inhabitants with transportation, communication, terminal facilities, water, light, heat, power, refrigeration, storage, or any other public utility of public service, and to use the public streets, ways, alleys, and other places, as the same now or may hereafter exist, for the construction and operation of plants, works, or equipment necessary or convenient for traversing any portion of the City for the transmitting or conveying of any service elsewhere. The City Council may prescribe the terms and conditions of any such grant. It may also provide, by procedural ordinance, the method of procedure and additional terms and conditions for making such grants, subject to provisions of this Charter. The City Council may, by ordinance or resolution, establish fees or charges for the granting of licenses or franchises. Section 1002. Resolution of Intention, Notice, and Public Hearing. Before granting any franchise, the City Council shall pass a resolution declaring its intention to grant the same, stating the name of the proposed grantee, the character of the franchise and the terms and conditions upon which it is proposed to be granted. Such resolution shall fix and set forth the day, hour and place when and where any persons having any interest therein or any objection to the granting thereof may appear before the City Council and be heard thereon. It shall direct the City Clerk to publish said resolution at least once within fifteen (15) days of the passage thereof in a newspaper in the City of San Luis Obispo. The time fixed for such hearing shall not be less than twenty (20) or more than sixty (60) days after the passage of said resolution. At the time set for the hearing, the City Council shall proceed to hear and pass upon all protests, and its decision thereon shall be final and conclusive. Thereafter, it may grant or deny the franchise, subject to the right of referendum of the people. Section 1003. Term of Franchise. Every franchise shall state the term for which it is granted, which, unless it is indeterminate as provided for herein, shall not exceed thirty-five (35) years. No franchise may be renewed until three (3) years before its term expires. A franchise grant may be indeterminate, that is to say, it may provide that it shall endure in full force and effect until the same, with the consent of the Public Utilities Commission of the State of California, shall be voluntarily surrendered or abandoned by its possessor, or until the State of California or some municipal or public corporation, thereunto duly authorized by law, shall purchase by voluntary agreement or shall condemn and take, under the power of eminent domain, all property actually used and useful in the exercise of such franchise and Art. X Licenses and Franchises | Charter of the City of San Luis Obispo Page 1 of 3 The Charter of the City of San Luis Obispo is current through amendments adopted through August 30, 2011. Page 217 of 255 situated within the territorial limits of the State, municipal or public corporation purchasing or condemning such property, or until the franchise shall be forfeited for non-compliance with its terms by the possessor thereof. Section 1004. Grant to be in Lieu of All Other Franchises. Any franchise granted by the City with respect to any given utility service shall be in lieu of all other franchises, rights, or privileges owned by the grantee, or by any successor of the grantee to any rights under such franchise, for the rendering of such utility service within the limits of the City as they now or may hereafter exist, except any franchise derived under Section 19 of Article XI of the Constitution of California as said section existed prior to the amendment thereof adopted October 10, 1911. The acceptance of any franchise hereunder shall operate as an abandonment of all such franchises, rights, and privileges within the limits of the City as such limits shall at any time exist, in lieu of which such franchise shall be granted. Any franchise granted hereunder shall not become effective until written acceptance thereof shall have been filed by the grantee thereof with the City Clerk. Such acceptance shall be filed within ten (10) days after the adoption of the ordinance granting the franchise and when so filed, such acceptance shall constitute a continuing agreement of such grantee that if and when the City shall thereafter annex, or consolidate with, additional territory, any and all franchises, rights, and privileges owned by the grantee therein, except a franchise derived under said constitutional provision, shall likewise be deemed to be abandoned within the limits of such territory. Section 1005. Eminent Domain. No franchise grant shall in any way or to any extent impair or affect the right of the City to acquire the property of the grantee thereof either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or to abridge either for a term or in perpetuity the City’s right of eminent domain with respect to any public utility. Every franchise grant shall reserve to the City the right to purchase the property of such utility either at an agreed price or a price to be determined in a manner to be prescribed in the grant, or in the procedural ordinance hereinabove mentioned. In fixing the price to be paid by the City for any utility, no allowance shall be made for franchise value (other than the actual amount paid to the City at the time of the franchise acquisition), goodwill, going concern, earning power, increased cost of reproduction, severance damage, or increased value of right-of-way. Section 1006. Duties of Grantee. By its acceptance of any franchise hereunder, the grantee shall covenant and agree to perform and be bound by each and all of the terms and conditions imposed in the grant or by procedural ordinance, and shall further agree to: (A) Comply with all lawful ordinances, rules, and regulations theretofore or thereafter adopted by the City Council in the exercise of its police power, governing the construction, maintenance, and operation of its plants, works, or equipment; Art. X Licenses and Franchises | Charter of the City of San Luis Obispo Page 2 of 3 The Charter of the City of San Luis Obispo is current through amendments adopted through August 30, 2011. Page 218 of 255 The Charter of the City of San Luis Obispo is current through amendments adopted through August 30, 2011. Disclaimer: The City Clerk's Office has the official version of the Charter of the City of San Luis Obispo. Users should contact the City Clerk's Office for ordinances passed subsequent to the ordinance cited above. Note: This site does not support Internet Explorer. To view this site, Code Publishing Company recommends using one of the following browsers: Google Chrome, Firefox, or Safari. City Website: www.slocity.org City Telephone: (805) 781-7100 Code Publishing Company (B) Pay to the City on demand the cost of all repairs to public property made necessary by any of the operations of the grantee under such franchise; (C) Pay to the owner on demand the cost of all repairs to private property made necessary by any of the operations of the grantee under such franchise; (D) Indemnify and hold harmless the City and its officials from any and all liability for damages proximately resulting from any operations under such franchise; (E) Remove and relocate without expense to the City any facilities installed, used and maintained under the franchise if and when made necessary by any lawful change of grade, alignment, or width of any public street, way, alley, or place, including the construction of any subway or viaduct; and (F) Pay to the City during the life of the franchise, a percentage, to be specified in the grant, of the gross annual receipts of the grantee within the limits of the City, or such other compensation as the City Council may prescribe in the grant. The City Manager shall be responsible for the enforcement of all provisions of the grant. Section 1007. Violations. The exercise by any person, firm or corporation of any privilege for which a franchise is required, without procuring such franchise, shall be a misdemeanor, and each day that such condition continues to exist shall constitute a separate violation. Art. X Licenses and Franchises | Charter of the City of San Luis Obispo Page 3 of 3 The Charter of the City of San Luis Obispo is current through amendments adopted through August 30, 2011. Page 219 of 255 Page 220 of 255 O ______ ORDINANCE NO. _____ (2022 SERIES) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, GRANTING TO PHILLIPS 66 PIPELINE LLC, A FRANCHISE TO CONSTRUCT, OPERATE, AND MAINTAIN PIPELINES FOR THE TRANSPORTATION OF OIL, AND OTHER SPECIFIED MATERIALS IN THE CITY OF SAN LUIS OBISPO WHEREAS, on January 18, 2022, the City of San Luis Obispo passed Resolution No. 11297 (2022 Series), a resolution of intention to approve a franchise agreement with Phillips 66 Pipeline LLC; and WHEREAS, the Council of the City of San Luis Obispo conducted a public hearing via teleconference, on February 15, 2022, for the purpose of considering approval of the franchise agreement; and WHEREAS , notices of said public hearing were made at the time and in the manner required by law; and WHEREAS, Phillips 66 Pipeline LLC is currently operating pipelines for the transportation of oil and other specified materials within the City of San Luis Obispo; and WHEREAS, Phillips 66 Pipeline LLC has requested the City of San Luis Obispo enter into a new franchise agreement. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of San Luis Obispo as follows: SECTION 1. The City Council of the City of San Luis Obispo hereby grants to Phillips 66 Pipeline LLC the non-exclusive right, privilege and franchise to continuation of its existing use of the public streets for its defined operational purposes on the terms and conditions and subject to the restrictions and obligations set forth herein. SECTION 2. Summary and Terms and Conditions of Franchise: Page 221 of 255 Ordinance No. _____ (2022 Series) Page 2 O ______ TABLE OF CONTENTS ARTICLE 1 NATURE OF FRANCHISE ................................................................................ 4 A. Grant of Franchise ............................................................................................................ 4 B. Limitations Upon Grant .................................................................................................... 5 C. Rights Reserved to the City of San Luis Obispo ........................................................ 6 ARTICLE 2 APPURTENANCES ........................................................................................... 6 ARTICLE 3 LOCATION OF PIPELINES ............................................................................... 7 ARTICLE 4 CONSTRUCTION OF PIPELINES..................................................................... 7 A. Terms of Construction ....................................................................................................... 7 B. Restoration of Streets ...................................................................................................... 7 ARTICLE 5 COMMENCEMENT OF CONSTRUCTION ........................................................ 8 ARTICLE 6 MAPS AND REPORTS TO BE FURNISHED .................................................... 8 ARTICLE 7 COMPENSATION TO THE CITY ...................................................................... 9 ARTICLE 8 EMERGENCY EQUIPMENT AND CREWS ..................................................... 11 ARTICLE 9 REPAIR OF DEFECTIVE FACILITIES AND REPAIR OF DAMAGE TO CITY STREETS ........................................................................................................................... 11 ARTICLE 10 REARRANGEMENT OF FACILITIES ........................................................... 11 A. Expense of Grantee ........................................................................................................ 11 B. Expense of Others ......................................................................................................... 13 C. Rearrangement of the Facilities of Others ...................................................................... 13 D. Notice ............................................................................................................................ 13 ARTICLE 11 GRATEES’S REMOVAL OR ABANDONMENT OF FACILITIES ................... 14 ARTICLE 12 COMPLETION OF WORK ............................................................................. 16 ARTICLE 13 RECOVERY OF COSTS OR REPAIRS AND UNPAID FEES ....................... 17 ARTICLE 14 BOND ............................................................................................................ 19 ARTICLE 15 INSURANCE ................................................................................................. 19 ARTICLE 16 INDEMNIFICATION BY GRANTEE ............................................................... 21 ARTICLE 17 CHANGES IN CONTROL OF FRANCHISE .................................................. 21 ARTICLE 18 WAIVER OF BREACH ................................................................................... 24 ARTICLE 19 DEFAULT ..................................................................................................... 24 ARTICLE 20 SCOPE OF RESERVATION .......................................................................... 25 ARTICLE 21 NOTICE ........................................................................................................ 25 ARTICLE 22 SUCCESSORS ............................................................................................. 26 ARTICLE 23 ACCEPTANCE OF FRANCHISE .................................................................. 26 ARTICLE 24 FORCE MAJEURE ........................................................................................ 26 Page 222 of 255 Ordinance No. _____ (2022 Series) Page 3 O ______ ARTICLE 25 LIQUIDATED DAMAGES .............................................................................. 27 ARTICLE 26 ATTORNEY’S FEES ...................................................................................... 27 ARTICLE 27 CONDEMNATION ......................................................................................... 28 ARTICLE 28 SURVIVALOF OBLIGATIONS ....................................................................... 28 Page 223 of 255 Ordinance No. _____ (2022 Series) Page 4 O ______ ARTICLE 1 NATURE OF FRANCHISE A. Grant of Franchise. 1. The City of San Luis Obispo (hereinafter referred to as "City"), hereby grants to Phillips 66 Pipeline LLC, (hereinafter referred to as "Grantee") pursuant to the provisions of Article X of the San Luis Obispo City Charter, Article XI, Section 9(b) of the California Constitution, and Section 39732(b) of the California Government Code, the non-exclusive right, privilege and franchise, subject, however, to all the limitations and restrictions herein contained, to construct, erect, maintain, operate, repair, renew, abandon, and change the size of and remove existing pipelines within the City of San Luis Obispo, not to exceed twelve (12) inches nominal internal diameter, for the transportation of oil, products thereof, hydrocarbon gases and other gas necessary for the operation and maintenance of the pipelines, water and mixtures thereof, movable by pipeline, in, under, along, and across the public streets, ways, alleys and places within the City of San Luis Obispo (hereinafter collectively referred to as "streets"), as described in Exhibit No. 1, attached hereto and made a part hereof. There shall be no expansion of existing infrastructure or operations within the City without the express prior written consent of the City Council. 2. The term of the franchise granted under this Ordinance shall be for a term of three (3) years, commencing with the date on which it is Granted by the City. 3. Unless otherwise specifically stated, the following provisions shall govern the interpretation and construction of the franchise granted herein: (a) This franchise shall include the right, for the period and subject to the conditions hereof, to construct, erect, maintain, operate, repair, renew, abandon, and change the size and remove existing pipelines, if any, of Grantee, as laid and constructed in said streets as of the date of this Agreement. (b) The terms and conditions of this franchise shall also apply to any existing pipe or other facilities of Grantee which are located within the right of way of any existing public road or street at the time such road or street becomes a City Street through annexation or otherwise, subject to any other existing rights enjoyed by Grantee. (c) Grantee shall not be relieved of its obligation to promptly comply with any provision of this franchise by failure of the City to enforce prompt compliance. (d) Any right or power conferred, or duty imposed upon any officer, employee, department, or other City entity, by the terms of this franchise, may be legally transferred to any other City officer, employee, department, or other City entity. (e) Grantee shall have no recourse whatsoever against the City for any loss, cost, expense, or damage suffered by Grantee and arising out or related any provision or requirement of this franchise or its lawful enforcement by the City. Page 224 of 255 Ordinance No. _____ (2022 Series) Page 5 O ______ (f) This franchise does not relieve Grantee of any applicable requirements of the San Luis Obispo Municipal Code or of any federal, state, or City law, ordinance, rule, regulation, or specification, including, but not limited to, any requirement relating to street work, street excavation permits, or the use, removal, or relocation of property in streets, except as specifically prescribed herein. (g) This franchise is non-exclusive. Neither the granting of this franchise nor any of the provisions contained herein shall be construed to prevent the City from granting any identical or similar franchise to any other person. (h) The compensation provided for in this franchise is for (i) the rights and privileges granted by this franchise, and (ii) the right and privilege granted to the Grantee to construct, erect, maintain, operate, repair, renew, abandon and change the size of and remove existing pipelines pursuant to this franchise within the City's streets. The City expressly reserves the right to impose and collect from Grantee, on a non-discriminatory basis, its normal duly established processing and inspection fees from street cutting and excavation permits to the extent such fees are imposed generally on all non-governmental applicants for such permits within the City. (i) Any activities involving the use of a pipeline system for the transmitting of oil, products thereof, hydrocarbon gases and other gas necessary for the operation and maintenance of the pipelines, water and mixtures thereof, which are not specifically authorized under this franchise are prohibited under this franchise. Except as provided in Article 2, any telecommunication or other uses not authorized in this franchise Ordinance must be approved by the City under a separate franchise. (j) If any provision of this franchise, or the application of this franchise to any person or circumstance is held invalid by a court of competent jurisdiction or is not in compliance with any requirement of the Public Utilities Commission, the City, or any other federal or state body or agency having jurisdiction over Grantee's franchise activities, the remainder of this franchise Ordinance, or the application of this franchise to persons or circumstances other than those to which it is held invalid or not in such compliance, shall not be affected thereby. B. Limitations Upon Grant. 1. No privilege or exemption is granted or conferred by this franchise except those specifically prescribed herein. 2. Any privilege claimed under this franchise by Grantee in any street shall be subordinate to any prior lawful occupancy of the street, including the City’s express right to demand relocation of any pipelines or appurtenances as may be necessary for the City to undertake its municipal functions and otherwise utilize its right of way for any valid municipal purpose. Page 225 of 255 Ordinance No. _____ (2022 Series) Page 6 O ______ 3. The rights and privileges of this franchise are granted solely to Grantee except as provided within this franchise Ordinance. This franchise is not to be sold, transferred, leased, assigned, or disposed of as a whole or in part, either by forced sale, merger, consolidation, or otherwise, without the City's prior consent as described in Article 17, infra, or as otherwise expressly provided herein. The City agrees that such prior consent shall not be unreasonably withheld or conditioned. C. Rights Reserved to the City. 1. The rights reserved to the City under this franchise Ordinance are in addition to all other rights of the City, whether authorized by the San Luis Obispo City Charter, San Luis Obispo City Municipal Code, or any other federal, state, or City law, rule, or regulation. No action, proceeding or exercise of a right shall affect any other rights that may be held by the City. Grantee, by acceptance of this franchise, shall be bound thereby and shall comply with any action or requirement of the City in its exercise of any such right or power. 2. The City shall have the power and right at all times during the term of this franchise to require Grantee to conform to the laws, rules and regulations governing the operation of pipelines now or hereafter adopted by the City Council to the extent permitted by law. 3. The City may enforce, to the maximum extent permitted by law, the inspection and testing of pipelines, pursuant to state and federal standards and require appropriate remuneration and fees to cover such enforcement activities. ARTICLE 2 APPURTENANCES The Grantee shall have the right, subject to the prior approval of the City Public Works Department, to construct and maintain such traps, manholes, conduits, valves, appliances, attachments, and appurtenances (hereinafter for convenience collectively referred to as "appurtenances"), as may be necessary or convenient for the proper maintenance and operation of the pipelines under said franchise. Said appurtenances shall be so located as to conform to any order of the City Public Works Department in regard thereto and not to interfere with the use of the streets for travel. The Grantee shall have the right, subject to such ordinances, rules, or regulation as are now or may hereafter be in force, to make all necessary excavations in said street for the construction and repair of said pipelines and appurtenances subject to the prior approval of the City Public Works Department. "Appurtenances" shall also include any adjunct communications lines and/or conduits as coaxial cable, optical fiber, wire, or other transmission lines or forms of transmission, and associated equipment and devices located in, upon, along, across, under or over the streets of the City, the sole function of which is to monitor or control the operation or safety of the pipeline system via the distribution of video, audio, voice, or data signals. An adjunct communications line shall not include any facility which distributes, through any means, to subscribers or persons other than Grantee, the signal of one or more broadcast television or radio stations or other sources of video, audio, voice, or data signals. Page 226 of 255 Ordinance No. _____ (2022 Series) Page 7 O ______ ARTICLE 3 LOCATION OF PIPELINES So far as is practicable and within the requirements of the California State Fire Marshall, any pipeline hereinafter laid shall be located along the edge or shoulder of the streets or in the parking areas adjacent thereto so as not unreasonably to disturb the flow of traffic and where possible shall be laid in the unpaved portion of the street. ARTICLE 4 CONSTRUCTION OF PIPELINES A. Terms of Construction. The pipelines and appurtenances laid, constructed or maintained under the provisions of this franchise shall be installed, maintained, and inspected by the Grantee in a satisfactory, safe, and workmanlike manner, of good material, and in conformity with all ordinances, rules, or regulations now or hereafter adopted or prescribed by the City Council, State, or Federal authorities. B. Restoration of Streets. The work of laying, constructing, maintaining, operating, renewing, repairing, changing size, decommissioning, abandoning, removing and moving any of the pipeline system contemplated by this franchise and all other work in exercise of this franchise shall be conducted according to the provisions of the City's encroachment ordinances from time to time prevailing, and otherwise in accordance with federal and state law and applicable City ordinances, and with the least possible hindrance or interference to the use of City roads by the public or by the City of San Luis Obispo, and Grantee shall provide all necessary warning, safety and traffic control devices as are or may be required by City, State or Federal regulations. All excavations shall be back filled and adequately compacted. As part of any work completed under provisions of this franchise agreement, the surface of City streets shall be repaired and replaced to meet current City standards and specifications. Under no circumstances shall the surface of City streets be placed in a manner less than as good and serviceable condition as existed at the beginning of said work, to the satisfaction of the City Public Works Department. Page 227 of 255 Ordinance No. _____ (2022 Series) Page 8 O ______ ARTICLE 5 COMMENCEMENT OF CONSTRUCTON . The Grantee shall not commence the construction of any new pipelines under the provision of this franchise or add to such existing pipeline system, if any there be, until it first shall have applied for and obtained a permit therefore from the City Public Works Department. The application of the Grantee shall show the following facts: the length, approximate depth and proposed location of the pipeline proposed to be laid or constructed, the size and description of the pipeline intended to be used, and such other relevant facts as the City Public Works Department may require. The Grantee shall pay any and all encroachment permit fees of the City. Upon the completion of the construction of any pipelines constructed pursuant to said franchise, the Grantee shall render a statement to the City of San Luis Obispo showing in detail the permit or permits issued and the total length of pipeline, the construction of which was authorized under such permit, or permits, and the total length of pipeline actually laid, and the Grantee shall make payment to the City for the pipelines which have been constructed under said franchise as provided in Article 7, Section C. Nothing herein shall be construed to obligate the City to approve or allow any new or expanded pipelines or appurtenances during the term of the grant herein or otherwise. ARTICLE 6 MAPS AND REPORTS TO BE FURNISHED A. Within six (6) months of the effective date of this franchise for existing pipelines, and within ninety (90) days following the date in which any additional pipelines that may be permitted under this franchise, the Grantee shall file a map in such form as may be required by the City Public Works Department showing the accurate location and size of all its facilities then in place, and shall, upon installation of any additional facilities or upon removal, change or abandonment of all or any portion thereof, file a revised map or maps showing the location and size of all such additional and/or abandoned facilities as of this date. Cathodic protection is to be used for all facilities installed or maintained pursuant to this franchise. For facilities previously in liquid service and where the liquids have been removed and the facilities inserted, or for facilities previously in gas service that are not pressurized, cathodic protection shall be maintained consistent with State Fire Marshall or other agency requirements. A description of all the protective devices shall be furnished to the City Public Works Department which shall show the location and types of anodes, including a description of methods to be used as a protection against corrosion and electrolytic leakage. B. Grantee shall file with the City Finance Director, within thirty (30) days after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this franchise and within thirty (30) days after the expiration of each calendar year thereafter, two copies of a report verified by the oath of Grantee or by the oath of a duly authorized representative of Grantee, showing, for the immediately preceding franchise period, the length of main lines in streets, the nominal internal diameter of such main lines, the rate per foot per year (when applicable) and the total amount due to the City. In this report, Grantee shall also show any change in franchise footage since the last franchise report, segregating such footage as to new main lines and adjunct communications lines laid, old Page 228 of 255 Ordinance No. _____ (2022 Series) Page 9 O ______ main lines and adjunct communications lines removed, old main lines and adjunct communications lines abandoned in place, and the footage of main lines and adjunct communications lines in territory annexed by the City since the last franchise report. C. Grantee shall file with the City Public Works Department within sixty (60) days after the end of the calendar year a report, in duplicate, showing the permit number of each permit obtained for the installation of new main lines during the immediately preceding franchise report period, together with the length and size of said main lines. ARTICLE 7 COMPENSATION TO THE CITY A. During the term of this franchise, Grantee shall pay to the City an annual fee for this franchise, said fee to be those fees prescribed by the California Public Utilities Code section 6231.5, provided that the rate is subject to increase to the maximum rate established in subsequent amendments of the California Public Utilities Code. Annual payments to be made pursuant to this franchise shall be due and payable in arrears April 1 of each year of this franchise. The initial payment hereunder shall include compensation to the City at the otherwise applicable maximum rate for any periods of expiration of this agreement, and may be prorated as appropriate for the remainder of the current calendar year based on a 365- day year. At the time of payment of fees by Grantee, Grantee shall file a verified statement with the City Clerk of the City of San Luis Obispo, with a copy to the City Public Works Department showing in detail the number of lineal feet and the diameter thereof, expressed in inches, of pipelines covered by this franchise during the previous calendar year, or portion thereof . The compensation provided for in this Article shall be subject to an increase after the first year of the franchise and each subsequent year during the term of this franchise, including any period of expiration prior to this renewed agreement, based on the provisions of California Public Utilities Code Section 6231.5, as amended. The fees set forth will be adjusted annually each year by the annual percentage change in the U.S. Bureau of Labor Statistics (or successor agency) consumer price index for all urban consumers (CPI-U) all cities average for the prior calendar year. Notwithstanding the provisions as otherwise stated in this Article and franchise, the Grantee shall be liable to pay the City the annual fee for the period to and including the date of either actual removal of the facilities or the effective date of any agreed upon abandonment "in place," and until the Grantee shall have fully complied with all of the provisions of law or ordinances relative to such abandonment. In the event of partial abandonment of facilities as provided in the Ordinance, or in the event of partial removal of such facilities by the Grantee, the payments otherwise due the City for occupancy of the streets by such facilities shall be reduced by the length and diameter of Page 229 of 255 Ordinance No. _____ (2022 Series) Page 10 O ______ pipelines abandoned or the actual pipeline removed beginning with the first day of the next succeeding franchise year, and for each franchise year thereafter; provided, however, that the base rate shall be modified to reflect the adjustment (per this Article) applicable to such abandoned or removed pipeline at the beginning of the next succeeding franchise year following abandonment or removal. Grantee shall pay to the City, upon demand, the cost of all repairs made by the City to public property arising out of the operations of the Grantee under this franchise. Any fees charged or expenses charged to Grantee by City pursuant to this Article, or any other provision of this franchise Ordinance, unless disputed in good faith, shall be paid when due or shall be deemed delinquent. Any undisputed delinquent amounts shall be charged a 10% penalty and, in addition, shall accrue interest commencing thirty (30) days after the due date, at a 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 said Grantee to pay any undisputed delinquent franchise fee with any late charges, within thirty (30) days of delinquency, at the times or in the manner herein provided, shall be grounds for a declaration of a forfeiture of this franchise and of all rights hereunder. Payments are to be made to the City Finance Department, 990 Palm Street, San Luis Obispo, California 93401, or at such place as the City shall, from time to time, designate in writing. B. Grantee shall pay the City a granting fee of $10,000.00 within thirty (30) days after the date the City Council adopts this franchise Ordinance. C. Grantee shall pay the City Public Works Department, within sixty (60) days after the end of each calendar year, for each year during the life of this franchise, an initial construction charge calculated at the rate of One Dollar ($1.00) per foot for all new, replaced, or relocated main lines laid pursuant to this franchise Ordinance during the preceding year. D. Right of Inspection. The City shall have the right to inspect Grantee's pipeline accounting and other records relating to its annual report and to audit and recompute any and all accounts payable under this franchise. Costs of audit shall be borne by Grantee when an audit results in an increase of more than five percent of Grantee's annual payments to the City. Acceptance of any payment shall not be construed as a release, waiver, acquiescence, or accord and satisfaction of any claim the City may have for further or additional sums payable under this franchise or for the performance of any other obligation hereunder. Page 230 of 255 Ordinance No. _____ (2022 Series) Page 11 O ______ ARTICLE 8 EMERGENCY EQUIPMENT AND CREWS At all times during the term of this franchise, the Grantee shall maintain or arrange for, on a 24-hour-a-day basis, adequate emergency equipment and a properly trained emergency crew within a reasonable distance from any pipelines, appurtenances and facilities installed or maintained pursuant hereto for the purpose of monitoring the leak detection system and the communications systems if applicable, and of shutting off the pressure and the flow of contents of such facilities in the event of an emergency resulting from an earthquake, act of war, civil disturbance, fire, flood, or any other cause or nature whatsoever. ARTICLE 9 REPAIR OF DEFECTIVE FACILITIES AND REPAIR OF DAMAGE TO CITY STREETS If any portion of any street shall be damaged by any reason related to the Grantee's operations pursuant to this franchise including defective facilities laid or constructed under this franchise, Grantee shall, at its own expense, repair any defect of its facilities and put such street in as good or better condition as it was before such damage was incurred, provided that any work done shall, at a minimum, conform to City standards otherwise applicable to the construction of the work performed, at the time of commencement of the work performed, to the satisfaction of the City Public Works Department. If Grantee, within ten (10) days after receipt of written notice from the City Public Works Department instructing it to repair such damage, fails to commence to comply with such instruction, or, thereafter, fails diligently to prosecute such work to completion, then the City Public Works Director immediately may take any actions which are, in the sole judgment and discretion of the City Public Works Director, necessary to repair said damage. Any and all costs and expenses so incurred shall be the sole responsibility of Grantee including the current rate of overhead, including administration and legal support, being charged by the City for reimbursable work, which cost and expense, by the acceptance of this franchise, Grantee agrees to pay upon demand. If such damage constitutes an immediate danger to public health or safety requiring the immediate repair thereof, the City Public Works Department, without notice, may repair such damage and Grantee agrees to pay the cost thereof upon demand. ARTICLE 10 REARRANGEMENT OF FACILITIES A. Expense of Grantee. 1. If any of the Grantee's facilities, in the opinion of the City Public Works Director, shall endanger the public or interfere with the use of any street by the public or, for public purposes, the City shall have the right to require the Grantee, and the Grantee shall repair, replace, move, alter or relocate the same (hereinafter called "rearrangement") to avoid such danger, interference or obstruction, in conformity with the written notice of the City Public Works Department, at the Grantee's sole expense. Page 231 of 255 Ordinance No. _____ (2022 Series) Page 12 O ______ 2. The City reserves the right to change the grade, to construct grade separation facilities, to change the width or to alter or change the location, of any street which is located within the service area for which this franchise is granted. If any of the facilities heretofore or hereafter constructed, installed or maintained by Grantee pursuant to this franchise on, along, under, over, in, upon or across any street are located in a manner which prevents or interferes with the change of grade, traffic needs, operation, maintenance, improvement, repair, construction, reconstruction, widening, grade separation, alteration or relocation of the street, or any work or improvement upon the street, Grantee shall relocate permanently or temporarily, as directed at the sole discretion of the City Public Works Director, any such facility at no expense to the City, upon receipt of a written request from the City Public Works Department to do so, and shall commence such work, by beginning engineering, surveying, or other pre-construction activities, on or before the date specified in such written request, which date shall be not less than sixty (60) days from receipt of such written request . Grantee shall thereafter diligently prosecute such work to completion. Should Grantee neglect or fail to relocate its facilities in a timely manner after receipt of any such notice, in addition to the liquidated damages as set forth in Article 25, Grantee shall be responsible for and shall reimburse the City for any and all additional costs or expenses incurred by City due to or resulting from such delay in the relocation of the facilities plus, where applicable, the current rate of overhead being charged by the City for reimbursable work. If such street be subsequently constituted a state highway, while it remains a state highway the rights of the State of California shall be as provided in Section 680 of the Streets and Highways Code of the State of California. 3. The City reserves the right to lay, construct, repair, alter, relocate, and maintain subsurface, surface, or other improvements of any type of description in a governmental but not proprietary capacity within, over or under the streets over which this franchise is granted. If the City finds that the location or relocation of such subsurface, surface, or other improvements conflicts with the facilities laid, constructed or maintained under this franchise, whether such facilities were laid before or after the improvements of the City, Grantee shall relocate permanently or temporarily, as directed at the sole discretion of the City Public Works Director, any such facility at no expense to the City upon receipt of a written request from the City Public Works Department to do so and shall commence such work, by beginning engineering, surveying, or other pre-construction activities, on or before the date specified in such written request, which date shall not be less than sixty (60) days from receipt of such written request. The Grantee shall thereafter diligently prosecute such work to completion. Should Grantee neglect or fail to relocate its facilities in a timely manner after receipt of any such notice, in addition to the liquidated damages as set forth in Article 25, Grantee shall be responsible for and shall reimburse the City for any and all additional costs or expenses incurred by City due to or resulting from such delay in the relocation of the facilities plus, where applicable, the current rate of overhead being charged by the City for reimbursable work. If such street be subsequently constituted a state highway, while it remains a state highway the rights of the State of California shall be as provided in Section 680 of the Streets and Highways Code of the State of California. Page 232 of 255 Ordinance No. _____ (2022 Series) Page 13 O ______ 4. If Grantee, after the notice provided for herein from the City, fails or refuses to relocate permanently or temporarily its facilities located in, on, upon, along, under, over, across, or above any street, or to pave, surface, grade, repave, resurface, or regrade as required pursuant to any provision of this franchise, the City may cause the work to be done, and shall keep an itemized account of the entire costs thereof, and Grantee shall hold harmless the City, its officers and employees from any liability which may arise or be claimed to arise from the moving, cutting or alteration of any of Grantee's facilities, or any necessary relocation of the facilities of other utilities. 5. Grantee agrees to, and shall, reimburse the City for such cost within thirty (30) days after presentation to Grantee of an itemized account arising out of the actions taken in this Article 10A. B. Expense of Others. 1. The City shall have the right to require the Grantee to rearrange any part of the Grantees' facilities for the accommodation of the City when such rearrangement is done for the accommodation of any water, electric, gas or other utility system now or hereafter owned or operated by the City. Except as otherwise provided in Article 10A, such arrangement shall be at the City's expense. 2. The City shall have the right to require the Grantee to rearrange any part of the Grantee's facilities for the accommodation of any person, firm or corporation. When such rearrangement is done for the accommodation of any person, firm, or corporation, other than one of said utility systems owned or operated by the City, the cost of such rearrangement shall be borne by the accommodated party. Such accommodated party, in advance of such rearrangement, shall deposit with the Grantee or the City Clerk cash or a letter of credit or other cash equivalent in an amount, as in the reasonable discretion of the City Public Works Department, shall be required to pay the costs of such rearrangement, and such accommodated party shall execute an instrument agreeing to indemnify and hold harmless the Grantee from any and all damages or claims caused by such rearrangement. 3. The rearrangement referred to in subsection (1) and (2) of Section B of this Article 10 shall be accomplished in conformity with the written notice of the City Public Works Department. C. Rearrangement of the Facilities of Others. Nothing in this franchise shall be construed to require the City to move, alter or relocate any of its facilities upon said 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, to move, alter or relocate any part of its system upon said streets for the convenience, accommodation or necessity of the Grantee. Page 233 of 255 Ordinance No. _____ (2022 Series) Page 14 O ______ D. Notice. The Grantee shall be given not less than sixty (60) days written notice of any rearrangement of facilities which the Grantee is required to make hereunder. S uch notice shall specify in reasonable detail the work to be done by the Grantee and shall specify a reasonable time that such work is to be accomplished. In the event that the City shall change the provision s of any such notice given to the Grantee, the Grantee shall be given an additional period of not less than thirty (30) days to initiate such work. ARTICLE 11 GRANTEES’S REMOVAL OR ABANDONMENT OF FACILITIES A. The City reserves the right to require Grantee to remove its facilities from the City streets and City public property in the event of the non-renewal, revocation or termination of this franchise or at any time thereafter with respect to those facilities abandoned in place, or for the facilities affected by the permanent discontinuance of all or a portion of the facilities. Further, so long as any abandoned facilities installed under the authority of this franchise remain in a City Street, Grantee shall maintain a performance bond, security fund, or other form of collateral, acceptable to the City, sufficient to cover the cost of the removal of all such facilities from the City streets. B. At the expiration, revocation, or termination of this franchise or of the permanent discontinuance of the use of all or a portion of its facilities, Grantee shall, within thirty (30) days thereafter, make written application to the City Public Works Department for authority either: 1. To abandon all or a portion of such facilities in place; or 2. To remove all or a portion of such facilities. Such application shall describe the facilities desired to be abandoned, their location with reference to City streets, and shall describe with reasonable accuracy the physical condition of such facilities. As part of the application for removal or abandonment of these facilities, Grantee shall submit a soil test, taken within thirty (30) days of the submittal of the application, for those materials to be tested annually pursuant to federal, state and local laws. A soil test shall be taken along that portion of the pipeline to be removed or abandoned at such intervals as directed in writing by the City Public Works Department and reasonably consistent with established sampling protocols. The City Public Works Department shall determine whether any abandonment or removal which is thereby proposed may be affected without detriment to the public interest and the conditions under which such proposed abandonment or removal may be affected. The City Public Works Department shall then notify Grantee of the City's determinations. Grantee shall also obtain permits to abandon or remove the pipeline from the City Public Works Department for all pipelines prior to the removal, abandonment or discontinuation of use of all or a portion of Grantee's facilities. The City also reserves the right to require removal of Grantee's abandoned facilities in place at any time following the expiration, revocation or termination of this franchise. Grantee shall be required to meet the obligations of all provisions of this Agreement relating to bonding, insurance, indemnification, encroachment, defense, indemnification, right of way repair and restoration, and annual franchise fee requirements of this franchise, for facilities abandoned in place. Page 234 of 255 Ordinance No. _____ (2022 Series) Page 15 O ______ C. Within thirty (30) days after receipt of Notification from the City Public Works Department pursuant to Article 11.B.2 above, Grantee shall apply for a permit from the City Public Works Department to abandon or remove the facility. D. Grantee shall, within sixty (60) days after obtaining such permit, commence and diligently prosecute to completion the work authorized by the City's permit. E. In the event Grantee applies to remove its facilities, and the City Public Works Department determines that any or all of the facilities cannot be removed due to a moratorium preventing work in the City streets, the payment of annual franchise fees shall be deferred during any such moratorium period, provided that Grantee promptly removes its facilities after notice by the City Public Works Department of the cessation of the moratorium and direction to remove such facilities. In the event Grantee does not promptly remove such facilities as directed, any deferred annual franchise fees shall be due and payable within thirty (30) days of notice to pay. Deferred annual franchise fees shall otherwise be waived. F. Failure to Comply with City's Orders Regarding the Removal or Abandonment of Facilities. 1. If any orders or prescribed conditions relating to the abandonment of any facilities are not complied with, the City Public Works Department may impose such additional orders and conditions as the City deems appropriate, including an order that the Grantee remove any or all such facilities. Grantee shall comply with such additional orders. 2. In the event that Grantee fails to comply with the terms and conditions of abandonment or removal as may be required by this franchise Ordinance, and within such time as may be prescribed by the City Public Works Department, then the City may remove or cause to be removed such facilities at Grantee's expense. Grantee shall pay to the City all of the costs of removing and disposing of these facilities, as well as returning the rights-of- way occupied pursuant to this franchise, including, but not limited to: (a) the cost of all environmental testing the City must conduct to determine the environmental condition of any rights-of way occupied pursuant to this franchise and to ascertain what procedures the City must undertake, if any, to return any such rights-of-way to the environmental condition required by applicable Federal, State or local environmental laws; (b) all cleanup costs, disposal costs, and any other costs associated with returning these rights-of-way to such environmental condition; (c) all costs of removing, storing, and disposing of the Grantee's facilities; (d) all costs of returning all streets to the structural conditions they were in immediately at the beginning of Grantee's use of these streets pursuant to this franchise agreement; (e) plus the current rate of overhead, including administrative and legal support, being charged by the City for reimbursable work . 3. If, at the nonrenewal, revocation or termination of this franchise, or of the permanent discontinuance of the use of all or a portion of its facilities, Grantee, within thirty (30) days thereafter, fails or refuses to make written application for the above-mentioned authority to remove or abandon its facilities, the City Public Works Department shall make Page 235 of 255 Ordinance No. _____ (2022 Series) Page 16 O ______ the determination as to whether the facilities shall be abandoned in place or removed. The City Public Works Department shall then notify Grantee of its determinations. Grantee shall thereafter comply with the applicable provisions of this Article 11. G. For those facilities Grantee abandons in place, Grantee shall be required to maintain an acceptable performance bond, letter of credit or security fund, as determined by the City Public Works Department, to cover the costs for the removal of any such abandoned facilities from the City streets for any and all periods of time, including those periods following the expiration, revocation or termination of this franchise, that Grantee's facilities remain in the City streets. Grantee shall be required to maintain insurance and to indemnify the City pursuant to this Article during any periods the abandoned facilities remain within the City streets. Provided, however, that any pipelines which cannot be removed due to a moratorium preventing work in the City streets, may be deferred from the payment of the annual franchise fee. The payment of annual franchise fees may be deferred during any such moratorium period, provided that Grantee promptly removes its facilities after notice by the City Public Works Department of the cessation of the moratorium and direction to remove such Facilities. In the event Grantee does not promptly remove such facilities as directed, any deferred annual franchise fees shall be due and payable within thirty (30) days of notice to pay. ARTICLE 12 COMPLETION OF WORK In the event that the Grantee fails to commence any work or act and diligently proceed therewith or to complete any such act or work required of the Grantee by the terms of this franchise within the time limits required hereby (and except as is otherwise provided in Articles 10 and 11), the City may cause such act or work to be completed by the City or, at the election of the City, by a private contractor. The Grantee agrees to pay the City, within thirty (30) days after delivery of an itemized bill, the cost of performing such act or work plus an amount equal to fifteen percent (15%) thereof for overhead. If the Grantee is dissatisfied with any decision made by the City Public Works Department hereunder or the determination of the cost of any work performed by the City pursuant to this Agreement, it may petition the City Council to review the same within ten (10) days after such decision or determination. Page 236 of 255 Ordinance No. _____ (2022 Series) Page 17 O ______ ARTICLE 13 RECOVERY OF COSTS OR REPAIRS AND UNPAID FEES If the Grantee has not paid the City for such fees and expenses and/or liquidated damages incurred by or payable to the City as herein above set forth, the City may institute the following collection procedures (which procedures are in addition to any other rights, in law or equity, which the City has to correct amounts due under this franchise and to enforce the terms of this franchise): A. The City Public Works Department shall keep an itemized account of the expenses incurred by the City pursuant hereto, or the fees unpaid by the Grantee. Sixty (60) days after the presentation of the bill to the Grantee therefore, the City Public Works Department shall prepare and file with the City Clerk a report specifying the work done by the City, or the unpaid fees, the itemized and total cost of the work, a description of the work performed, and the name and address of the Grantee entitled to notice pursuant to this Article. B. Upon receipt of said report, the City Clerk shall present it to the City Council for consideration. The City Council shall fix a time, date and place for hearing said report, and any protest or objections thereto. The City Clerk shall cause notice of said hearing to be posted in a newspaper of general circulation in the City, and served by certified mail, postage prepaid, addressed to the Grantee as set forth herein. Such notice shall be given at least ten (10) days prior to the date set for hearing and shall specify the day, hour, and place when the City Council will hear and pass upon the City Public Works Department's report, together with any objections or protests which may be filed as hereinafter provided. C. The Grantee may file written protests or objections with the City Clerk at any time prior to the time set for the hearing on the report of the City Public Works Department. Any such protest or objection must contain a description of the work or unpaid fee or liquidated damages in which the Grantee is contesting and the grounds of such protest or objection and the date it was received by them. They shall present such protest or objection to the City Council at the time set for the hearing, and no other protest or objection shall be considered, except as determined by the City Council for good cause shown. D. Upon the day and hour fixed for the hearing, the City Council shall hear and pass upon the report of the City Public Works Department together with any such objections or protests, make such revision, correction or modification to the charge as it may deem just; and when the City Council is satisfied with the correctness of the charge, the report (as revised, corrected or modified), together with the charge, shall be confirmed or rejected. The decision of the City Council on the report and the charge, and on all protests or objections, shall be the final and conclusive decision of the City. Page 237 of 255 Ordinance No. _____ (2022 Series) Page 18 O ______ E. The City Council may thereupon order that such charge shall be made a personal obligation of the Grantee or assess such charge against the property of the Grantee. 1. If the City Council orders that the charge shall be a personal obligation of the Grantee, it shall direct the City Attorney to collect the same on behalf of the City by use of all appropriate legal remedies. 2. If the City Council orders that the charge shall be assessed against the property of the Grantee, it shall confirm the assessment, cause the same to be recorded on the assessment roll, and thereafter, said assessment shall constitute a special assessment against a lien upon any property held in the City of San Luis Obispo by the Grantee. F. The validity of any assessment made under the provisions of this franchise shall not be contested in any action or proceeding unless the same is commenced within ninety (90) days after the assessment is placed upon the assessment roll as provided herein. G. The City Council, in its discretion, may determine that assessments in amounts of $500.00 or more shall be payable in not more than five (5) equal annual installments. The City Council's determination to allow payment of such assessments in installments, the number of installments, whether they shall bear interest, and the rate thereof shall be adopted by a resolution prior to the confirmat ion of the assessment. H. Immediately upon its being placed on the assessment roll, the assessment shall be deemed to be complete, the several amounts assessed shall be payable, and the assessments shall be liens against the property of the grantee in the City of San Luis Obispo. The lien shall be subordinate to all existing special assessment liens previously imposed upon the same property and shall be paramount to all other liens except for state, county, and municipal taxes with which it shall be upon a parity. The lien shall continue until the assessment and all interest due and payable thereon are paid. 1. All such assessments remaining unpaid after thirty (30) days from the date of recording on the assessment roll shall become delinquent and shall bear interest at the highest rate permitted by law from and after said date. I. After confirmation of the report, certified copies of the assessment shall be filed with the County Auditor on or before August 10th. The descriptions of the parcels reported shall be those used for the same parcels on the County Assessors map books for the current year. J. The amount of the assessment shall be collected at the same time and in the same manner as ordinary county taxes are collected and shall be subject to the same penalties and procedure and sale in case of delinquency as provided for ordinary county taxes. All laws applicable to the levy collection and enforcement of taxes shall be applicable to such assessment. If the City Council has determined that the assessment shall be paid in Page 238 of 255 Ordinance No. _____ (2022 Series) Page 19 O ______ installments, each installment and any interest thereon shall be collected in the same manner as ordinary City taxes is in successive years. If any installment is delinquent, the amount thereof is subject to the same penalties and procedure for sale as provided for ordinary county taxes. K. All money recovered by payment of the charge or assessment or from the sale of the property at foreclosure sale shall be paid to the City Finance Director. ARTICLE 14 BOND A. Grantee shall, concurrently with the filing of and acceptance of award of this franchise, file with the City Clerk, and yearly thereafter, maintain in full force and effect, a bond guaranteeing to the City of San Luis Obispo the penal sum of One Million Dollars ($1,000,000.00), with a surety to be approved by the City Public Works Director and City Risk Manager, conditioned that Grantee shall, well and truly observe, fulfill and perform each and every term and condition of this franchise, and in a material breach of condition of said franchise, at the discretion of the City Public Works Director, a percentage of the amount of the bond shall be paid to the City according to the following schedule, which cumulative amount for any said breach not cured within the time specified below shall not exceed the full amount of the bond, in addition to any damages recoverable by the City and shall be recoverable from the principal and sureties of the bond: Following receipt of notice by Certified Mail sent by the City, failure to cure said breach of condition, within: Penal sum paid to City: 10 business days 5% of the amount of the bond 30 calendar days 30% cumulative amount of the bond 60 calendar days 70% cumulative amount of the bond 90 calendar days 100% cumulative amount of the bond ARTICLE 15 INSURANCE A. The Grantee shall procure and shall keep in force for the term of the franchise, at the sole cost and expense of the Grantee, the following insurance. All insurance coverages are to be placed with insurers which have a Best's rating of not less than A- VIII and are admitted insurance companies in the State of California. Grantee may satisfy the requirements of this Article 15 by showing proof of self -insurance reasonably satisfactory to the City Attorney and Risk Manager. Page 239 of 255 Ordinance No. _____ (2022 Series) Page 20 O ______ Commercial General Liability Insurance (CGL): Grantee shall maintain in full force and effect Commercial General Liability Insurance with the following coverages: 1. Personal Injury and Bodily Injury, including death resulting therefrom. 2. Property Damage. 3. Automobile coverage which shall include owned, non-owned and hired vehicles. The amount of insurance shall not be less than the following: Single limit on the coverage applying to bodily and personal injury, including death resulting therefrom, property damage, and automobile coverage in the total amount of Ten Million Dollars ($10,000,000.00). The following endorsements must be provided in the CGL policy: 1. If the insurance policy covers on an "accident" basis, it must be changed to "occurrence." 2. The policy must cover personal injury as well as bodily injury. 3. Blanket contractual liability must be afforded, and the policy must contain a cross- liability or severability of interest endorsement. 4. Broad Form Property Damage Liability must be afforded. 5. Products and Completed Operations coverage must be provided. 6. The City, its officers, employees and agents shall be named as additional insured under the policy. The policy shall include the appropriate insurance company endorsement, as required under City regulations. The policy shall provide that the insurance will operate as primary insurance. No other insurance effected by the City, whether commercial or self - insurance will be called upon to contribute to a loss hereunder. Worker’s Compensation Insurance. Grantee shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance for Grantee’s employees in accordance with the laws of the State of California, Section3700 of the labor Code. In addition, Grantee shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employee’s Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor’s employees. The following requirements apply to all insurance to be provided by Grantee: 1. A certificate of insurance shall be furnished to the City. Upon request by the City, Grantee shall provide a certified copy of any insurance policy to the City within forty- five working days of the City's request. 2. Certificates and policies shall state that the policies will not be canceled or reduced in coverage or changed in any other material respect without thirty days prior written notice to the City. B. Failure on the part of Grantee to procure or maintain required insurance and bonding shall constitute a material breach of this franchise upon which the City may immediately terminate or suspend this franchise. Page 240 of 255 Ordinance No. _____ (2022 Series) Page 21 O ______ a) ' ARTICLE 16 INDEMNIFIACTION BY GRANTEE The Grantee, by the acceptance or use of the franchise hereby granted, shall defend, indemnify and shall keep and save free and harmless the City, its officers, agents and/or employees against any and all claims, demands or causes of action which may be asserted, prosecuted or established against them, or any of them, for damage to persons, or property, of whatsoever nature, arising out of the use by it of the City streets hereunder or arising out of any of the operations or activities of the Grantee pursuant to this franchise, whether such damage shall be caused by its own sole negligence or negligence concurrent with the City, excepting therefrom, however, any claim or demand based on the sole negligence or willful misconduct of the City and any claim, demand, or cause of action which may be asserted, prosecuted or established against the City under the provision of the Worker's Compensation Act for injury to or the death of any of City's officers, agents or employees while acting within the scope of their employment, except that Grantee shall indemnify the City for any Worker’s Compensation liability arising out of injuries to City employees incurred as the result of necessary oversight or inspection of Grantee activities pursuant to this Agreement. Grantee shall not be responsible for any criminal, fraudulent or malicious conduct of the City. ARTICLE 17 CHANGES IN CONTROL OF FRANCHISE A. On and after the Grantee's acceptance of this franchise as provided in Article 23 herein, Grantee, its partners, its shareholders, or any other person or persons holding an interest in Grantee shall not transfer any interest in the franchise where such a transfer would lead to another person achieving a twenty-five percent. (25%) or greater interest in this franchise or change control of this franchise unless the City approves such a transfer or change in control. The City shall approve a request for transfer or change in control only if doing so serves the public interest. As used in this franchise Ordinance, "control" includes actual working control in whatever manner exercised. 1. The City shall deny any such request for transfer or change in control if the transferor or transferee fails to comply with any applicable provision of this Article of this franchise Ordinance, or if the City determines the transferor is in non-compliance with the terms and conditions of this franchise Ordinance, or if a transferee is lacking in experience and/or financial ability to operate the pipelines authorized by this franchise Ordinance, or if the proposed transfer will be detrimental to the public interest. Both the Grantee and the proposed transferee shall inform the City Public Works Department of any pending change in control of this franchise or of any pending transfer of an interest in the franchise requiring the City's consent pursuant to this Article, and each shall provide applications containing all documents on which the transfer or change in control is predicated and all documents which the City Public Works Department determines are necessary to evaluate the transfer or change of control. These applications shall be signed by duly authorized representatives of the Grantee and the proposed transferee, with signatures acknowledged by a notary. The appropriate transfer fee described in Article 17(C), infra shall accompany these applications. Page 241 of 255 Ordinance No. _____ (2022 Series) Page 22 O ______ 2. Grantee's application shall include: a. Identification and ownership of the proposed transferee in the same detail as if the proposed transferee were an applicant for an initial grant. b. Current financial statements showing the financial condition of the Grantee as of the date of the application. In this application, the Grantee shall also agree to submit financial statements showing the condition of the franchise as of the closing. Said financial statements shall have been audited and certified by an independent certified public accountant and shall be submitted within ninety (90) days of the closing. 3. The proposed transferee's application shall contain current financial statements of the proposed transferee and other such information and data, including but not limited to sources of capital, as will demonstrate conclusively that the proposed transferee has al 1 the financial resources necessary to acquire the pipeline(s), carry out all of the terms and conditions of the franchise, remedy any and all defaults and violations of the provisions of this franchise in the Grantee's past and present operations, make such other improvements an additions as may be required or proposed to maintain and conduct the services and facilities required under this franchise . The proposed transferee will be required to authorize release of financial information to the City from financial institutions relating to information supplied by the proposed transferee in support of the application. The proposed transferee's application shall also include: a. A construction schedule, describing type and placement of construction, detail phases of construction, and include map(s) correlated to the phases of construction. Map(s) shall include detail on the location, length, depth, and internal diameter of any planned pipelines. b. Copies of any agreements with utility companies for the use of any facilities including, but not limited to, poles, lines, and conduit. c. A description of plans for emergency equipment and personnel enabling the transferee to meet the emergency equipment personnel requirements in Article 8 herein. d. Any information indicating as specifically as possible that any principal, manager, or associate of the proposed transferee or a parent entity of the proposed transferee has previously been or is currently: i. A party to a criminal proceeding (involving felonies or misdemeanors) in which any of the following offenses have been charged: fraud, embezzlement, tax evasion, bribery, extortion, jury tampering, obstruction of justice (or other misconduct affecting public or judicial officers in the performance of their duties), false/misleading advertising, perjury, antitrust violations (state or federal), violation of environmental laws or regulations, or conspiracy to commit any of the foregoing. ii. A party to a civil proceeding concerning liability for any of the following: unfair or anticompetitive business practice, antitrust violations (state or federal) including instances in which consent decrees were entered, violations of security laws (state or federal), false/misleading advertising, racketeer influences and corrupt organizations, violation of environmental laws or regulations, or contraband forfeitures. Page 242 of 255 Ordinance No. _____ (2022 Series) Page 23 O ______ iii. Subject to any penalty, criminal or civil, involving failure to comply with the requirements of a pipeline franchise. iv. Involved in instituting legal action against its franchising authorities. v. Involved in revocation/non-renewal of any other franchise. e. Any other details, statements, information or references pertinent to the subject matter of such application which shall be required or requested by the City or by any provision of law. f. An express and unconditional written acceptance of the terms and conditions of this Franchise Ordinance, in its most current form, as a condition to the transfer. B. A fee shall be submitted with the applications for the City's consent to transfer or change of control. 1. Where the City's consent to a transfer or a change of control of this franchise does not result in the modification of this franchise by adoption of an amending ordinance, this fee for each application shall be as set forth in the City's fee ordinance. 2. Where the City's consent to a transfer or a change of control of this franchise results in the modification of this franchise by adoption of an amending ordinance this fee shall be as set forth in the City's fee ordinance. 3. In the event the costs to process the applications exceed the fees detailed above , the applicants may be required to pay any additional costs incurred by the City in processing the applicants' requests for the City's consent to the transfer or change of control of this franchise. Such costs may include the cost incurred for hiring consultants to assist in evaluating the applications. Such costs shall be paid by the applicants prior to final consideration of the request by City Public Works Department, or the City Council, as applicable. C. Within thirty (30) days of the effective date of the City's approval of the transfer or change of control, or within thirty (30) days of the date of the close of the transfer or change of control, the Grantee shall file with the City Public Works Department: ( 1 ) a certified copy of each duly executed instrument of such a transfer or change in control; and (2) the submittal of a final accounting and report of all fees due under this franchise. The proposed transferee shall be responsible for any underpayment and shall be entitled to a credit for any overpayment. Within ninety (90) days of the closing of the transfer or change of control, the Grantee shall submit financial statements, audited and certified by an independent certified public accountant, showing the condition of the franchise as of the closing. If such duly executed instruments are not filed with the City Public Works Department by the deadlines imposed in this Article, or if the final documents are different from the preliminary documents, the City Public Works Department may inform the proposed transferee that the transfer or change in control is not deemed to be in force and effect. The City Public Works Department may then administratively determine that this franchise Page 243 of 255 Ordinance No. _____ (2022 Series) Page 24 O ______ is forfeited, and the City Council may, without notice, by ordinance repeal this franchise. D. As a condition to the granting of consent to such a transfer or change in control, the City Council may impose such additional terms and conditions upon this franchise and upon the proposed transferee as are in the public interest. Such additional terms and conditions shall be imposed by ordinance. Nothing herein contained shall be construed to grant Grantee the right to transfer or change control of this franchise or any part thereof, except for the manner aforesaid. This Article 17 applies to any transfer of this franchise, or of any change in control of this franchise, whether by operation of law, by voluntary act of Grantee, or otherwise. ARTICLE 18 WAIVER OF BREACH No waiver of the breach of any of the covenants, agreements, restrictions, or conditions of this franchise by the City shall be construed to be a waiver of any succeeding breach of the same or other covenant, agreements, restrictions, or conditions of this franchise. No delay or omission of the City in exercising the right, power or remedy herein provided in the event of default shall be construed as a waiver thereof, or acquiescence therein, nor shall the acceptance of any payments made in a manner or at a time other than is herein provided be construed as a waiver of or variation in any of the terms of this franchise. ARTICLE 19 DEFAULT A. In the event that the Grantee shall default in the performance of any of the terms, covenants and conditions herein, the City may give written notice to the Grantee of such default by certified mail. In the event that the Grantee does not commence the work necessary to cur e such default within five (5) business days after such notice is received or prosecute such work diligently to completion, the City may declare this franchise forfeited by giving written notice thereof to the Grantee, whereupon this franchise shall be void and the rights of the Grantee hereunder shall terminate and the Grantee shall execute an instrument of surrender and deliver the same to the City. If the City Council declares this franchise forfeited, it may thereupon and thereafter exclude the Grantee from further occupancy or use of all City roads and streets authorized under this franchise. A forfeiture of said franchise shall not of itself operate to release any bond filed for said franchise. Upon declaring a franchise forfeited, the City Council may elect to take and accept any bond as liquidated damages therefore or pursue any other legal remedy for any damage, loss or injury suffered by the City as a result of such breach or both. After forfeiture, any bond shall remain in full force and effect for a period of one (1) year unless exonerated by the City Council. No bond shall be exonerated unless a release is obtained from the City Public Works Department and is filed with the City Clerk. The release shall state whether all excavations have been back filled, all obstructions removed, and whether the substratum or surface of City streets occupied or used have been placed in good and serviceable condition. A release shall not Page 244 of 255 Ordinance No. _____ (2022 Series) Page 25 O ______ constitute a waiver of any right or remedy which the City of San Luis Obispo may have against the Grantee or any person, firm or corporation for any damage, loss or injury suffered by the City as a result of any work or activity performed by the Grantee in the exercise of this franchise. B. No provision herein made for the purpose of securing the enforcement of the terms and conditions of this franchise shall be deemed an exclusive remedy, or to afford the exclusive procedure, for the enforcement of said terms and conditions, but the remedies and procedure herein provided, in addition to those provided by law shall be deemed to be cumulative. ARTICLE 20 SCOPE OF RESERVATION Nothing herein contained shall ever be construed so as to exempt the Grantee from compliance with all ordinances of the City now in effect or which may be hereafter adopted which are not inconsistent with the terms of this franchise. The enumeration herein of specific rights reserved shall not be construed as exclusive, or as limiting the general reservation herein made or as limiting such rights as the City may now or hereafter have in law. ARTICLE 21 NOTICE Any notice required to be given under the terms of this franchise, the manner of service of which is not specifically provided for, may be served as follows: Upon the City, by serving the City Clerk, personally or by addressing a written notice to the City Clerk of the City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA 93401, and depositing such notice in the United States mail, postage prepaid. Upon the Grantee, by addressing a written notice to Grantee addressed to Phillips 66 Pipeline LLC, Property Tax, Real Estate, Right of Way and Claims, 3900 Kilroy Airport Way, Suite 210, Long Beach, CA, 90806, or such other address as may from time to time be furnished in writing by one party to the other and depositing said noti ce in the United States mail, postage prepaid. When service of any such notice is made by mail, the time of such notice shall begin with and run from the date of the deposit of same in the United States mail. ARTICLE 22 SUCCESSORS The terms herein shall inure to the benefit of and shall bind, as the case may be, the successors and assigns of the parties hereto, subject, however, to the provisions of Article 17. Page 245 of 255 Ordinance No. _____ (2022 Series) Page 26 O ______ ARTICLE 23 ACCEPTANCE OF FRANCHISE A. This franchise is granted and shall be held and enjoyed only upon the terms and conditions herein contained. By accepting this grant of franchise, Grantee shall agree to be bound by each and all of the requirements of Article X, Sections 1001 through 1007 of the San Luis Obispo City Charter. B. Grantee shall, within ten (10) days after the passage of this franchise Ordinance , file with the City Clerk an express and unconditional written letter of acceptance of, and consent to, the terms and conditions of this franchise Ordinance, in its current version, and as subsequently amended, pursuant to San Luis Obispo City Charter, Article X, Section 1004. C. The parent entity, or entities, if any, of Grantee, shall file a letter with the City, concurrent with Grantee's letter of acceptance, which guarantees the performance of each and every term, covenant and condition imposed on Grantee pursuant to the franchise Ordinance. D. Grantee's letter of acceptance shall be signed by two (2) duly authorized representatives of Grantee, whose signatures shall be acknowledged by a notary, and shall be accompanied by the performance bond and evidence of insurance required by this franchise Ordinance. ARTICLE 24 FORCE MAJEURE The time within which Grantee is obligated hereunder to construct, erect, maintain, operate, repair, renew, change the size of and remove pipelines or other improvements shall be extended for a period of time equal in duration to, and performance in the meantime shall be excused on account of, and for, and during the period of any delay caused by strikes, threats of strikes, lockouts, war, threats of war, insurrection, invasion, acts of God, calamities, violent action of the elements, fire, action or regulation of any governmental agency law or ordinance, impossibility of obtaining materials, or other things beyond the reasonable control of Grantee. ARTICLE 25 LIQUIDATED DAMAGES A. By acceptance of this franchise, Grantee understands and acknowledges that failure to timely comply with any performance requirements stipulated in this franchise Ordinance will result in damages to the City, and that it is and will be impractical to determine the actual amount of such damage in the event of delay or nonperformance. Each of the amounts set forth below has been set in recognition of the difficulty of affixing actual damages arising from breach of these time of performance requirements. Each of Page 246 of 255 Ordinance No. _____ (2022 Series) Page 27 O ______ said amounts constitutes a reasonable estimate of these damages. This section does not limit the rights and remedies available to the City for damages other than the timely compliance with performance requirements as describe d in this section. The liquidated damages set forth below shall be chargeable to the bond, letter of credit or security fund provided for in Article 14, supra, should Grantee not make payment within thirty (30) days of written notice by certified mail by the City that the following amount s are due for the following concerns: 1. Failure to provide data, documents, or reports within ten (10) business days after receipt of written request by the City, by certified mail, or such longer time as may be specified in said request: Two Hundred Fifty Dollars ($250.00) per day for each day, or part thereof that each violation continues. 2. Failure to provide to the City within ten (10) business days after receipt of written request by the City, by certified mail, current evidence of insurance and bonding: Two Hundred Fifty Dollars ($250 .00) per day for each day, or part thereof, that each noncompliance continues. Nothing in this Section shall preclude immediate termination or suspension of this franchise as provided for under Article 15B, supra. 3. Failure by Grantee to timely restore public or private property after performance of work and following Grantee's receipt of written request by the City to do so within ten (10) business days thereafter by certified mail: Two Hundred Fifty Dollars ($250.00) per day or part thereof, that each non-compliance continues. Any fines paid pursuant to this Subsection 3 shall be paid solely to the Street Fund of the City Public Works Department. B. If the City Public Works Department determines that Grantee is liable for liquidated damages, the City Public Works Department shall issue to Grantee by certified mail written notice of intention to charge liquidated damages. Liquidated damages shall begin to accrue as of the date of the written notice and as set forth in said notice. The notice shall set forth the basis for the liquidated damages and give Grantee a reasonable time in which to remedy the violation. C. Grantee shall have the right to appeal any notice to the City Public Works Department by certified mail, within twenty (20) days after issuance of the notice by the City Public Works Department. The City Public Works Department shall hold an administrative hearing within sixty (60) days after receipt of an appeal. The City Public Works Director's decision shall be the final decision of the City. D. If Grantee does not appeal the notice within said twenty (20) day period, Grantee shall pay the amount(s) of liquidated damages as stated in the notice. If payment is not paid as provided for in this Article, the City may withdraw against the bond provided for in Article 14 herein. Page 247 of 255 Ordinance No. _____ (2022 Series) Page 28 O ______ ARTICLE 26 ATTORNEY’S FEES In the event the City or Grantee brings legal action against the other, or against Grantee's bonding companies or insurance carriers to compel performance of, or to recover for breach of any covenant, agreement or condition contained in this franchise, or for damages, the prevailing party shall be entitled to, in addition to any other relief obtained, such reasonable attorneys' fees ARTICLE 27 CONDEMNATION Notwithstanding anything to the contrary contained herein and in accordance with San Luis Obispo City Charter Article X, Section 1005, this Ordinance shall not in any way affect the right of the City to acquire the property of the Grantee thereof either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or to abridge either for a term or in perpetuity the City's right of eminent domain with respect to any public utility. The City reserves the right to purchase the property of such utility at an agreed price. In fixing the price to be paid by the City for any utility, no allowance shall be made for franchise value (other than the actual amount paid to the City at the time of the franchise acquisition), goodwill, going concern, earning power, increased cost of reproduction, severance damage, or increased value of right-of-way. ARTICLE 28 SURVIVAL OF OBLIGATIONS Grantee’s obligations of all provisions of this Agreement relating to bonding, insurance, defense, indemnification, encroachment, right of way repair and restoration, and annual franchise fee requirements of this franchise shall survive the termination or expiration of this Agreement and obligations to save, defend and indemnify the City from harm related to Grantee’s facilities and operations specifically shall apply to all facilities or appurtenances remaining in City right of way and any and all claims or allegations against the City relating to or arising from Grantee’s use or occupation of public property. Page 248 of 255 Ordinance No. _____ (2022 Series) Page 29 O ______ SECTION 3. A summary of this ordinance, together with the names of Council members voting for and against, shall be published at least five (5) days prior to its final passage, in The New Times, a newspaper published and circulated in this City. This ordinance shall go into effect at the expiration of thirty (30) days after its final passage. INTRODUCED on the ____ day of ____, 2022, AND FINALLY ADOPTED by the Council of the City of San Luis Obispo on the ____ day of ____, 2022, on the following vote: AYES: NOES: ABSENT: __________________________ Mayor Erica A. Stewart ATTEST: _______________________ Teresa Purrington, City Clerk APPROVED AS TO FORM: _______________________ J. Christine Dietrick, City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, on ______________________. ___________________________ Teresa Purrington, City Clerk Page 249 of 255 Page 250 of 255 -- FRANCHISE MILEAGE 8-INCH PIPELINE 18,812 FEET 3.56 MILES 12-INCH PIPELINE 5,848 FEET 1.10 MILES INDEX TO SAN LUIS OBISPO FRANCHISE MAPS ORDINANCE No. 1587-2013 PHILLIPS 66 PIPELINE LLC RIGHT-OF-WAY No. 086232Page 251 of 255 CHUPEROSA DR. LOS VERDES DR. 9::· <:) w z SUBURBAN ROAD 5,848' - 12" PRODUCTS ::5 - 12" PRODUCTS LINE w I 0 ---------- I REV DATE 1 04/27 /11 2 03/09/13 CITY OF SAN LUIS OBISPO ---COUNTY OF SAN LUIS OBISPO BUCKLEY ROAD CITY OF SAN LUIS OBISPO FRANCHISE MAP ORDINANCE NO. 1587-2013 PHILLIPS 'r;:r;:J. Phillips 66 �. Pipeline LLC 1 0 ----z Ul 15 w Ul w D2A335 DRAWN�F=Gll�I ----� APP'D. ______ _ SCALE 1 "= 400' DATE 5/20/98 RW086232 4 SHEETS I SHEET 1 Page 252 of 255 REV DATE 04/27 /11 2 03/09/13 V�-o"' 3245' -8" LINE #400 COAST VALLEY TRUNK No. 1 SOUTH ST. >-' (/) w w CD w w CD HIGH ST. BRANCH ST. BRIDGE ST. 3245' -8" LINE #400 COAST VALLEY TRUNK No. 2 I CITY OF SAN LUIS OBISPO FRANCHISE MAP ORDINANCE NO. 1587-2013 D2A174, D2A340 DRAWN �F=Gl�II _____ _ APP'D. _______ _ SCALE 1 "= 400' DATE 5/20/98 RW086232 4 SHEETS SHEET 2 Page 253 of 255 REV DATE 04/27 /11 2 03/09/13 _JLJLJL BROAD 1 1 ST. (HWY. 227) 2717'-8" LINE #400 COAST VALLEY TRUNK No. 1 NIPOMO BEACH ST. I 2702' -8" LINE #400 COAST VALLEY TRUNK No. 2 ST. CITY OF SAN LUIS OBISPO FRANCHISE MAP ORDINANCE NO. 1587-2013 D2A340, D2A270 DRAWN�FG�III����� APP'D. ______ _ SCALE 1 "= 400' DATE 5/20/98 RW086232 4 SHEETS SHEET 3 Page 254 of 255 SOUTHERN PACIFIC R AILWA_Y_� ------ REV DATE 04/27 /11 2 03/09/13 •----+.-3450'-8" LINE #400 COAST VALLEY TRUNK No. 2 SANTA ROSA ST. OSOS ST. L 3453'-8" LINEEJ400 DCCOAST VALLEY TRUNK 5 No. 1 I � MORRO ST. 1.-----� CHORRO ST. �DOC GARDEN ST. =1D C BROAD 11 ST. (HWY. 227) �,------- CITY OF SAN LUIS OBISPO FRANCHISE MAP ORDINANCE NO. 1587-2013 D2A270, D2A339 DRAWN �FG�lll�---- APP'D. ______ _ SCALE 1 "= 400' DATE 5/20/98 RW086232 4 SHEETS SHEET 4 Page 255 of 255 2/16/2022 1 Ordinance Introduction To continue existing Franchise Agreement with Phillips 66 Pipeline LLC 1 Recommendation Introduce an Ordinance entitled “An Ordinance of the City Council of the City of San Luis Obispo, California, granting to Phillips 66 Pipeline LLC a franchise to construct, operate and maintain pipelines for the transportation of oil, and other specified materials in the City of San Luis Obispo” to award a franchise agreement to Phillips 66 Pipeline LLC for common carrier pipelines located in the City’s rights-of-way. 2 1 2 2/16/2022 2 Previous Franchise Agreements This franchise is for Common Carrier Pipelines – Franchisee transports other companies' products as well as its own, distinguished from proprietary pipelines in which the franchisee exclusively transports its own products. 3 June 2021 •Agreement term ended February 2013 •Franchise transferred to Phillips 66 Pipeline Company LLC June 2011 •10-year franchise renewed April 2007 •Franchise transferred to ConocoPhillips Pipeline Company July 2001 •Union Oil Company of California (UNOCAL) granted 10-year franchise DC0 California Public Utilities Code (CPUC) Governed Process 4 Adoption of Resolution Declaring Intent of Renewal and Setting Public Hearing Public Hearing & Ordinance Introduction Second Reading and Ordinance Adoption 3 4 Slide 3 DC0 [@Fields, Paul] you might want to mention compensation for the period of lapse - e.g., I assume they have been paying consistent with franchise fees and have provided proof of insurance with city as add'l insured notwithstanding the expiration of the franchise? Dietrick, Christine, 2022-02-15T16:47:07.675 FP0 0 Franchise payments are received annually, and the period in which the agreement has lapsed will be included in the upcoming payment, I'll be sure to mention. I'd have to verify but I assume their insurance certs have not expired. Fields, Paul, 2022-02-15T18:03:06.277 2/16/2022 3 Highlights of Proposed Franchise Agreement 5 Grants the right to maintain and operate existing pipelines in the City’s rights-of-way 3-year term proposed Public Works approval required for decommission and removal of infrastructure Council approval required for expansion of infrastructure FP0 Determining Annual Franchise Fee 6 Pipe Size (Internal  Diameter in Inches)Base Rate per Lineal Foot  0‐4 0.088$                                        60.132$                                        8 0.176$                          10 0.220$                                        12 0.264$                          14 0.308$                                        16 0.352$                                        18 0.396$                                        20 0.440$                                        22 0.484$                                        24 0.528$                                        26 0.572$                                        28 0.616$                                        30 0.660$                                        Rates are determined by the California Public Utilities Code § 6231.5 “The applicant, if granted the franchise, permit, license, or other privilege will pay to the municipality an annual fee as follows: The length of pipeline expressed in feet located within the franchised area shall be multiplied by the applicable base rate” *Rates are adjusted annually based on the CPI Pipe Size (Internal  Diameter in Inches)Base Rate per Lineal Foot Existing Pipeline in City  Rights‐of‐Way (Lineal ft.) 80.1760$                      ~18,000 12 0.2640$                      ~6,000 5 6 Slide 5 FP0 No right to expand or impact physical features of the surrounding area w/ out our authorization, agree to indemnify, agree to pay for anything that fails, agree to restore roadways in as good or better condition, required to furnish detailed information on location of pipelines, agree to bond for removal needs that havent been implemented just yet, P66 and City agree to cost recovery, and that if immediate response needed by City they are covering costs Fields, Paul, 2022-02-14T17:00:09.818 HM0 0 [@Fields, Paul] Please add a slide on franchise fees.. What we can charge and how it is governed by the PUC. Similar to what is in the staff report. This is addressing a specific council question. Horn, Matt, 2022-02-14T18:10:30.433 FP0 1 [@Horn, Matt] Request addressed Fields, Paul, 2022-02-14T21:34:37.629 2/16/2022 4 Recommendation Introduce an Ordinance entitled “An Ordinance of the City Council of the City of San Luis Obispo, California, granting to Phillips 66 Pipeline LLC a franchise to construct, operate and maintain pipelines for the transportation of oil, and other specified materials in the City of San Luis Obispo” to award a franchise agreement to Phillips 66 Pipeline LLC for common carrier pipelines located in the City’s rights-of-way. 7 Questions 8 7 8 1010 Marsh St., San Luis Obispo, CA 93401 (805) 546-8208 . FAX (805) 546-8641 PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, County of San Luis Obispo, I am a citizen of the United States and a resident of the county aforesaid; I am over the age of eighteen years, and not a party interested in the above entitled matter. I am the principal clerk of the printer of the New Times, a newspaper of general circulation, printed and published weekly in the City of San Luis Obispo, County of San Luis Obispo, and which has been adjudged a newspaper of general circulation by the Superior Court of the County of San Luis Obispo, State of California, under the date of February 5, 1993, Case number CV72789: that notice of which the annexed is a printed copy (set in type not smaller than nonpareil), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit: a in the year 2022. I certify (or declare) under the the penalty of perjury that the foregoing is true and correct. Dared at San Luis Obis o, alifornia, this day of #!� 2022. Patricia Horton, New Times Legals Proof of Publication of SAN LUIS OBISPO CITY COUNCIL NOTICE OF PUBLIC HEARING The San Luis Obispo City Council invites all interested persons to armed a public hearing on Tuesday, Fabmery 15. 2022 at 6:00 p.m. held vie teleconference. Pursuant to Executive Orders N-60-211 and N-09-21 executed by the Governor of California, and subsequently Assembly Bill MI. enacted in response to Me state of emergency relating te novel coronavours disease 2019 (COVIO-19 and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brown Act (Government Code 0 995O at sue 1. Council Members and Me public may participate in this meeting by teleconference. Meetings eon be viewed an Government Access Channel 20 or steamed live from Me CiNs YouTube channel at hNp7/youtula&slo.iM. Public comment, prior to the start of the meeting, may be submitted in writing via U.S. Mail Ialivered to Me City Clerk's office at 990 Palm Sheet, San Luis Ohism, CA 9301 or by email to ama'Icounc egslo nv ore PUBLC HEARING REM: A Public Hearing to introduce an Ordinance granting Phillips 66 Pipeline ILL a franchise to construct operate, and msimain pipelines for the transportation of oil, and other specified materials in the City of San Luis Obispo. The proposed three-year franchise agreement would provide Phillips 86 Pipeline U.0 the nonexclusive again, "compact, erect maintain, operate, repair, renew and change the size of and remove pipelines... forthe mod Nrtatiun of oil, products, M.... I. hydrocarbon gases and order gas necessary for to operated and maintenance of the pipelines...' On January 11, 201 the City Council adopted a Resolu6en of Intention (R-11292) he approve a franchise agreement with Phillips 66 Pipeline LLC and set a public hearing to receive public commem on February 15, 4n Po, more inlarmabrn, you me beyond in contact Paul Fields of me Guys Pullin warks Debasement at ISBN 781-7255 or by email at pfieWsdOsbcilvora The City Council may also discuss paper hearings or business hems before ar after the it... listed above. If you challenge Me proposed projectin court, you may be limited to raising odlythose issues you or someone else raised site public hearing described in this notice, or in written correspondence delivered to Me City Council at or reports, the public hearing. Council Agenda Reports far this meeting will be available for review in the CM Clerk's Office and online a1 resew slouny om one week in advance of to meeting date. Please call the CM Clouts Office at (605) 701-71M for more intermadod. The City Council meeting will be televised We an Charter Cable Channel 20 and live streaming an the Chyle YouTube channel htmeuv�otmghe slo LiN. February 3, 2O22 nJMn i N—W.NTMG AdmWNl1NG OF¢/tlUSINFSSI Wblk Nneimv/Raofd PoF 1010 Marsh St., San Luis Obispo, CA 93401 (805) 546-8208 . FAX (805) 546-8641 PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, County of San Luis Obispo, I am a citizen of the United States and a resident of the county aforesaid; I am over the age of eighteen years, and not a party interested in the above entitled matter. I am the principal clerk of the printer of the New Times, a newspaper of general circulation, printed and published weekly in the City of San Luis Obispo, County of San Luis Obispo, and which has been adjudged a newspaper of general circulation by the Superior Court of the County of San Luis Obispo, State of California, under the date of February 5, 1993, Case number CV72789: that notice of which the annexed is a printed copy (set in type not smaller than nonpareil), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit. �hoa�✓S- 2.� in the year 2022. I certify (or declare) under the the penalty of perjury that the foregoing is true and correct. Dated. at San Luis Obispo, California, this day 17-0 1Y/p of J 2022. Patricia Horton, New Times Legals Proof of Publication of SAN LUIS OBISPO CITY COUNCIL NOTICE OF PUBLIC HEARING The San Luis Obispo City Council invites all interested persons to attend a public hearing on Tuesday. February 15,202G 96:00 pan. held vie 1Neeondiereoee. Pursuant to Executive Orders N-60-20 and Will executed by the Governor of California, and subsequently Assembly Bill 361, enacted in response tothe state of emergency relating in navel comnavims disease M19 (COVIO-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brawn Act jGovernment Cade § 5495D at sect.), Council Members and the public may participate in this meeting by teleconference. Meetings can he viewed on Government Access Channel 20 or assumed live from the Citys Youlfube channel at http9tyaumbesla.eiry. Public comment, prior to the start of the mending, may be submitted in writing via U.S. Mail delivered to the City Clerk's office at 990 Palm Street, San Luis Obispo, CA 93401 or by ...it to eMailcouncil®siocity.org. On January 11, 2022, the San Luis Obispo City Council voted 5:a to approve Resolution No. 11297, as shown below: RESOLUTION NO. 11297 (2022 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CAUFORNIA, DECLARING THE CITY'S INTENT TO APPROVE A FRANCHISE ORDINANCE, SUPERSEDING ORDINANCE I560 (MITI SERIES), TO OPERATE AND MAINTAIN PIPELINES FOR THE TRANSPORTATION OF OIL AND OTHER SPECIFIED MATERIALS IN THE CITY OF SAN LUIS OBISPO BY PHIWPS fib PIPELINE LLC AND SETTING A PUBLIC HEARING FOR FEBRUARY 15, 2012 WHEREAS, the City of San Luis Obispo adopted Ordinance No. 1391 on July 10, 2001 granting a franchise be Union Pipeline Company, a California Corporation for a term of 10 years for the transportation and distribution of oil and other specified materials in the City of San Luis Obispo; and WHEREAS, oo APN 17, 2007 the City Council adopted Ordinance No. ISM transferring the franchise agreement from Union Pipeline Company to Conoco -Phillips; and WHEREAS, on June 21, 2011, the City of San Luis Obispo adopted Ordinance No. 1564 for a new franchise agreement to replace the existing franchise agreement approved by Ordinance No. 1391 and setts expire an July 9, Nil; add WHEREAS. On February 5, 2013 the City Council adopted Ordinance No. 1587 transferring the franchise from ConocoPhillips to Phillips 66 Pipeline LLC; and WHEREAS, On June 24, 2021 Phillips N Pipeline LLC applied to the City of San Luis Obispo for a new franchise agreement to replace the existing franchise agreement approved by Ordinance No. 1554; and WHEREAS, Phillips fib Pipeline LLC is currently operating Apelines far the transportation of oil and other specified naterials within fine City of San Luis Obispo; and WHEREAS, the new franchise agreement will include the allowing key provisions; Puppers: To maintain and operate pipelines for the transportation of oil and hydrocarbons within the City of San Luis Obispo. T,,, Non -excursive Term: 3-years FFful Annual franchise fee to the City in accordance with Public UMifies Code Section 6231.5 (a tea ranging from Si to $0.650, adjusted per the Consumer Price Index, per lineal foot based on pipeline diameter) Bond: One -million dollars faithful performance bond. ms�e:Ten million dollars liability insurance Ind mn: Phillips 66 Pipeline LLC to indemnify the City of any and all damages to personas or property arising out of operations under the franchise. Includes indemnity forioint acts with the Ciry. NOW. THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. Pursuant to Section 1002 of Ihe,CiN Charter of the City of San Luis Obispo, the City Council hereby declares its intention to consent be the granting of a franchise to maintain and operate pipelines for the transportation of oil and other specified materials within the City of San Luis Obispo to Phillips 56 Pipeline U.C. SECTION 2 A public hearing will be held on Fehrnary 15. 2012 at 6:00 p.m. The City Clerk shall publish this resolution within fifteen (15) days of its passage in a newspaper in the City of San Luis Obispo. Any persons having an interest in the franchise approval or any objection to the approval of the franchise may appear before the Council to be heard thereon. For more information, yeu are inv0ed to concoct Paul fields a/the City's Public Works Department at(8051781-7255 or by email at pfields®slocitywg The City Council may also discuss other hearings or business it... before or after the items listed above. If you challenge the proposed project 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 Council at, or prior to, the public hearing. Council Agenda Reports for this manning will be available for review in the City Clerk's Office and online at www.sincity org one week in advance of the meaning date. Please call the City Clerk's Office at (005) 781-7100 for mare information. The City Council meeting will be televised live on Charter Cable Channel 20 and live streaming on the Cfry's YouTube channel hags:// youtube.sloxity. January 2a 2022 AdminS tr-4/.KI GAdminN'IMG Omce/HUSINfSS/1461ic No,i.n!RrofMV„F