ORD 05-483
ORDINANCE NO. 05-483
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF FEDERAL WAY, WASHINGTON, GRANTING
OLYMPIC PIPE LINE COMPANY, AN INTERSTATE
PIPELINE CORPORATION INCORPORA TED IN THE
STATE OF DELAWARE, ITS SUCCESSORS AND ASSIGNS
THE NONEXCLUSIVE RIGHT, PRIVILEGE, AUTHORITY
AND FRANCHISE TO CONSTRUCT, OPERA TE,
MAINTAIN, REMOVE, REPLACE, AND REPAIR
EXISTING PIPELINE FACILITIES, TOGETHER WITH
EQUIPMENT AND APPURTENANCES THERETO, FOR
THE TRANSPORTATION OF PETROLEUM PRODUCTS
WITHIN AND THROUGH CERTAIN RIGHTS OF WAY,
AND STREETS WITHIN THE CITY OF FEDERAL WAY.
WHEREAS, Olympic Pipe Line Company (hereinafter "Franchisee") has applied for a
nonexclusive franchise to operate and maintain an existing petroleum pipeline through certain
public rights of way within the City of Federal Way (hereinafter the "City"); and
WHEREAS, the City Council of Federal Way finds that it is in the public interest to
specify the rights and duties of Olympic Pipe Line Company through a franchise; and
WHEREAS, RCW 35A.47.040 permits the City of Federal Way to grant nonexclusive
franchises for the use of public streets, bridges, public ways, structures or places above or
below the surface of the ground for, inter alia, conduits, tunnels, pipes for transmission and
distribution of gas, steam and liquid fuels; and
WHEREAS, in granting such a nonexclusive franchise, the City of Federal Way
reserves such other powers and authorities granted to Washington code cities by general law;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORJ G J.NAl
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Section I.
Definitions. For the purposes of this Franchise and all exhibits attached
hereto, the following terms, phrases, words and their derivations shall have the meaning given
herein. When not inconsistent with the context, words used in the present tense include the
future, words in the plural include the singular, and words in the singular include the plural.
Words not detìned shall be given their common and ordinary meaning.
1.1
Construct or Construction shall mean removing, replacing, and repamng
existing pipeline(s) and/or Facilities and may include, but is not limited to, digging and/or
excavating for the purposes of removing, replacing, and repairing existing pipeline(s) and/or
Facilities.
1.2
Director shall mean the Public Works Director, or designee, of the City of
Federal Way.
1.3
Effective Date shall mean the date designated herein, after passage, approval
and legal publication of this Ordinance and acceptance by Franchisee, upon which the rights,
duties and obligations shall come in effect and the date from which the time requirement for
any notice, extension and/or renewal will be measured.
1.4
Facilities shall mean the Franchisee's pipeline system, lines, valves, mains, and
appurtenances used to transport or distribute Franchisee's petroleum product(s) existing as of
the date of this agreement or as those components may be modified or improved consistent
with the terms of this agreement.
1.5
Franchise shall mean this Franchise and any amendments, exhibits, or
appendices to this Franchise.
1.6
Franchise Area shall mean the area within the jurisdictional boundaries of the
City of Federal Way, including any areas annexed by the City (but excluding properties upon
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which Franchisee holds a private easement, license or other private property interest for its
facilities) during the term of this Franchise in which case the annexed area shall become
subject to the terms of this Franchise.
1.7
FWCC shall mean the Federal Way City Code.
1.8
Hazardous Substance shall specifically include, but shall not be limited to,
petroleum and petroleum products and their by-products, residue, and remainder in whatever
form or state.
1.9
Maintenance or Maintain shall mean examining, testing, inspecting, repairing,
maintaining and replacing the existing pipeline(s) and/or Facilities or any part thereof as
required and necessary for safe operation.
1.10
Improvements shall mean modifications to, but not a change in the nature of,
the existing pipeline(s) or Facilities.
1.11 Pipeline Corridor shall mean the pipeline pathway through the Franchise Area in
which the pipeline(s) and or Facilities of the Franchisee are located, including any Rights-of-
Way, and/or easement over and through public or private property.
1.12
Operate or Operations shall mean the use of Franchisee's pipeline(s) and/or
Facilities for the transportation, distribution and handling of petroleum products or byproducts
within and through the Franchise Area.
1.13
Rights-of-Way means the surface and the space above and below streets,
roadways, highways, avenues, courts, lanes, alleys, sidewalks, and rights-of-way located
within the City.
Section 2.
Purpose. The City grants this nonexclusive Franchise to Franchisee to
operate and maintain its existing Facilities as a liquid petroleum product delivery system for
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Franchisee's business. This Franchise is conditioned upon the terms and conditions contained
herein and Franchisee's compliance with any applicable federal, state or local regulatory
programs that currently exist or may hereafter be enacted by any federal, state or local
regulatory agencies with jurisdiction over the Franchisee. The purpose of this Franchise is to
delineate the conditions relating to Franchisee's use of the public's rights of way and streets
and to create a foundation for the parties to work cooperatively in the public's best interests
after this ordinance becomes effective. By granting this Franchise, the City is not assuming
any risks or liabilities therefrom, which shall be solely and separately borne by Franchisee.
Section 3.
Right Conveved.
3.1
Pursuant to the laws of the State of Washington, City hereby grants, under the
terms and conditions contained herein, to Franchisee, a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and which is authorized to transact
business within the State of Washington, its successors and assigns (subject to and as provided
for in Section 5), the right, privilege, authority and franchise to Construct, Operate, and
Maintain and Improve its Facilities, together with all equipment and appurtenances as may be
necessary thereto, for the transportation and handling of any petroleum product or other
hydrocarbons, within the existing Pipeline Corridor passing through the Franchise Area, sueh
lands being more particularly described in Schedule I, which is attached hereto and expressly
incorporated herein by this reference (the "Franchised Area").
3.2
This Franchise does not and shall not convey any right to Franchisee to install
its Facilities on, under, over, across, or to otherwise use City owned or leased properties of any
kind outside the Franchise Area, or to install Facilities on, under, over, across or otherwise use
any City owned or leased property within the Franchise Area other than public roads, streets,
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avenues, alleys and highways. This Franchise is only intended to convey a limited right and
interest as to those rights of way in which the City has an actual interest. It is not a warranty of
title or interest in City's road rights of way. None of the rights granted herein shall affect the
City's jurisdiction over its property, streets or rights of way.
3.3
The limited rights and privileges granted under this Franchise shall not convey
any right to Franchisee to install any new pipeline(s) and/or Facilities without the express
written consent of the City.
Section 4.
Term.
4.1
Each of the provtSlOns of this Franchise shall beeome effective upon
Franchisee's acceptance of the terms and conditions of this Franchise (the "Effective Date")
and shall remain in effect for ten (10) years thereafter. At any time not more than three (3)
years nor less than one-hundred-eighty (180) days before the expiration of the Franchise term
either party may request a renewal of the Franchise for an additional ten (10) year renewal
period.
4.2
If the parties fail to formally renew the Franchise prior to the expiration of its .
term or any extension thereof, the Franchise may be extended on a year-to-year basis (or such
term as the parties may mutually agree) until a renewed Franchise is executed.
Section 5.
Assignment and Transfer of Franchise.
5.1
This Franchise shall not be sold, assigned, transferred, leased or disposed of,
either in whole Or in part, nor shall title thereto, either legal or equitable, or any right, interest
or property therein pass to or vest in any person or entity, without the prior written consent of
the City, which consent shall not be unreasonably withheld.
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5.2
If such consent is given by the City then the Franchisee shall, within thirty (30)
days, file with the City Clerk a written instrument evidencing such sale, assignment or transfer,
whereby the assignee(s) or transferee(s) shall agree to accept and be bound by all of the
provisions of this Franchise.
Section 6.
Compliance with Laws and Standards. Franchisee shall, in carrying out
any authorized activities under the privileges granted herein, comply with all valid and
applicable local, state and federal laws, including, but not limited to, Title 49 Code of Federal
Regulations, Part 195 - Transportation of Hazardous Liquids, and any laws or regulations that
may be subsequently enacted by any governmental entity with jurisdiction over Franchisee
and/or the Facilities
Seetion 7.
Location of Facilities.
7.1
Location. Except as expressly permitted by the City, the Facilities permitted by
this Franchise shall be installed underground.
The location of the Facilities and their
approximate depths below surface of ground or grade of a right-of-way shall be depicted on a
map and in the ease of new construction, submitted to the City within sixty (60) days of the
installation of the Facilities. Upon written request of the City, Franchisee shall update such
map to reflect actual or anticipated improvements to the system. Any such map (or update
thereof) so submitted shall be for informational purposes only and shall not obligate Franchisee
to undertake any specific improvements, nor shall such map be construed as a proposal to
undertake any specitìc improvements. It is further understood that the location of the Facilities
should be verified by excavation if exact alignment is required.
7.2
GIS Data.
At such time as Franchisee develops or employs Geographic
Information System ("GIS") technology, Franchisee shall submit the information required in
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Subsection 7.1 above, to the extent it is available, in digital GIS format, showing the location
of its Facilities within the Franchise Area.
7.3
Design Markings.
In the event the City desires to design new streets or
intersections, renovate existing streets, or make any other public improvements, Franchisee
shaH at the City's request, provide the horizontal and vertical location of Franchisee's
underground Facilities within the Franchise Area by either tìeld markings or by locating the
Facilities on the City's design drawings, and shall provide all other reasonable cooperation and
assistance to the City with respect to locating and marking the location of its Facilities.
Section 8.
Noninterference of Facilities. Franchisee
agrees
to
maintain
its
Facilities and perform any and all activities authorized by this Franchise: (1) so as, whenever
practicable, not to unreasonably interfere with the free passage of traffic; (2) in accordance
with the Jaws of the State of Washington and FWCC requirements, Franchise provisions,
regulations, resolutions and rules, as now existing or as hereafter amended, and (3) as
reasonably required by the Director, so long as any requirements under this section do not
conflict with federal rules or regulations that have been determined to preempt local or state
laws. This requirement applies whether or not the work is performed by the Franchisee, its
agents, employees, subcontractors, or other third parties at Franchisee's direction.
Section 9.
Requirement to Obtain Permits.
9.1
Permits and Permit Applications.
Except in the event of an emergency,
Franchisee shall provide City at least ten (10) business days written notice prior to any work
including, but not limited to, Construction or Maintenance by Franchisee, its agents, employees
or contractors on Franchisee's Facilities in the Franchise Area. Franchisee shaH, at its expense,
obtain all permits, (including rights-of-way permits), and pay an reasonable and customary
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permit fees required by applicable City ordinances, regulations, resolutions and rules prior to
commencing any work within the Franchise Area. Franchisee's permit applications shall show
the position and location of the proposed Facilities to be Constructed or Maintained at that
time, show their relative position to existing rights-of-way or property lines upon prints drawn
to scale, designate rights-of-way by their names and improvements, such as, but not limited to,
sidewalks, curbs, gutters, shoulders of roadway, ditches, paved roadways, roadways to
property lines, turnouts, parking strips, telephone or electric distribution poles, and water pipes
existing on the ground to be occupied, or as required by the Director. The Franchisee shall
specify the class and type of materials to be used, equipment to be used, and mode of
safeguarding and facilitating the public traffic during construction. Materials and equipment
shall meet or exceed applicable federal, state or city standards. The manner of excavation,
construction, installation, backfill, and temporary structures such as, but not limited to, traffic
turnouts and road obstructions shall meet the standards of the FWCC and be satisfactory to the
Director. All traffic control shall be in accordance with the right-of-way permit, and shall be
in accordance with the Manual on Uniform Traffic Control Devices (MUTCD).
The
Franchisee shall indicate on any permit application its estimate of the time needed to complete
the work. The estimated time needed to eomplete the work is subject to approval by the City
as a condition of the issuance of the permit or approval. Actual time needed to complete the
work may vary from the estimated time as field conditions dictate.
9.2
Emer~encv Exception to Permit Requirement. In the event of an emergency in
whieh Franchisee's Facilities within the Franchise Area are in a condition as to immediately
endanger the property, life, health or safety of any individual, Franchisee may take action
immediately to correct the dangerous condition without first obtaining any required permit so
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long as: (I) Franchisee informs the City of the nature and extent of the emergency, and the
work to be performed, prior to commencing the work if such notification is practical; where
prior notification is not practical, Franchisee shall notify City on the next business day; and (2)
such permit is obtained by Franchisee as soon as practicable following eessation of the
emergency.
9.3
In the event an immediate repair is necessary, the City will endeavor to expedite
permit review and to process any associated permit requests within 3 business days, if at all
possible.
Section 10.
Standard of Performance.
10.1
The Franchisee shall not excavate for a distance of more than one hundred feet
(100') without immediately backfilling and compacting to surface grade and city standards
unless otherwise approved by the Director. Backfilled trench areas within a driving lane must
be either temporarily patched or plated, or permanently patched, before the end of the workday
in which they have been opened. Trench areas within the right-of-way, but not within a
driving lane, must also be patched within the time limits specified by the City on the right-of-
way use permit. Final surface restoration shall be completed within thirty (30) days and shall
be equal to or better than the surface condition prior to permit issuance.
10.2
Any asphalt overlay completed within the Franchise Area during the five (5)
year period immediately prior to the date of permit application shall not be open cut by
Franchisee unless required by an emergency. Franchisee shall install new asphalt overlay on
any such street that is open cut, whether in an emergency or otherwise, for a minimum of one
(l) block (approximately 500 feet) in length in both directions from the open cut, or pay a
mitigation fee as reasonably determined by the Director.
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10.3
Within ninety (90) days of completion of any new or relocated instaIJation of
Franchisee's Facilities within the Franchise Area, Franchisee shall submit to the Director plans,
stamped by a Professional Engineer or Land Surveyor licensed by the State of Washington
showing the "as~built" location of the Facilities.
Section 11.
Survey Markers and Monuments.
Franchisee shall, using a licensed
surveyor, immediately replace all survey markers or monuments disturbed during any work by
Franchisee within the Franchise Area. Franchisee shall pay all costs associated with such lost,
destroyed or disturbed monuments or markers.
Section 12.
Surface Markings/Stakes.
Prior to .Franchisee commencing any
excavation work within the Franchise Area, Franchisee shall reference all monuments and
markers relating to subdivisions, plats, highways, and other surveys, if any, that may be
disturbed by the excavation work. The referenee points shall be located so that they shall not
be disturbed during the Franchisee's work under this Franchise. The method of referencing
these monuments or other points shall be approved by the City before placement.
The
replacement of such monuments and markers shall be made as expeditiously as conditions
permit, and as directed by the City. The cost of monuments or other markers lost, destroyed,
or disturbed, and the expense of replacement of the monuments, shall be borne solely by the
Franchisee. A complete set of reference notes for monuments and other ties shall be filed with
the City.
Tn the event of any conflict or inconsistency between this Section and Chapter
19.122 RCW, as now existing or hereafter amended, Chapter 19.122 RCW shall control.
Section 13.
Right of City to Complete Work.
In the event Franchisee fails to
comply with any applicable federal, state, or City laws, ordinances, rules, regulations or
standards or with any of the terms and conditions of this Franchise with regard to work
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including, but not limited to, Construction or Maintenance within the Franchise Area, and such
noncompliance continues for a period of thirty (30) days after Franchisee receives written
notice from the City regarding the noncompliance, the City may, but in no event is the City
obligated to, order any work completed, including without limitation Franchisee's obligation to
repair, remove or relocate Facilities pursuant to this Franchise or FWCc. If the City causes
such work to be done by its own employees or by any person or entity other than Franchisee,
Franchisee shall, upon the City's written request, immediately reimburse the City for all
reasonable costs and expenses incurred by the City in having such work performed, which
costs may include the City's reasonable overhead expenses and attorneys fees. However, the
City shaH not have any pipeline repair or maintenance work accomplished by any person or
entity other than Franchisee or another entity approved by the Federal Oftïce of Pipeline
Safety.
Section 14.
Required Relocation of Facilities.
14.1
In the event that City undertakes or approves the construction of, or ehanges to
the grade or location of, any water, sewer or storm drainage line, street, sidewalk or any other
public improvement project (an "Improvement Project"), and the City determines that the
Improvement Project reasonably requires changes to or the relocation of Franchisee's
Facilities, then Franchisee shall make such changes or relocations as required herein at
Franchisee's sole cost, expense and risk.
14.2
The City shall provide Franchisee reasonable written notice of any
Improvement Project that requires changes to or the relocation of Franchisee's Facilities. City
will endeavor, where practical, to provide the Franchisee at least one year's prior written
notice, or such additional time as may be reasonably required, of such Improvement Project.
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However, nothing in this Section shall be construed as to relieve Franchisee of its duty and
obligation to relocate its Facilities for any Improvement Project undertaken by City in the
interest of public health, safety, welfare, necessity or convenience, as adjudged in the sole
discretion of the City.
14.3
City shall further provide Franchisee with copies of pertinent portions of the
final plans and specifications for sueh Improvement Project so that Franchisee may make
required changes to or relocate its facilities to accommodate such Improvement Project.
14.4
Franchisee may, after recejpt of written notice requiring changes to or relocation
of its Facilities under Section 14.2, submit to the City written alternatives to such relocation.
City shall evaluate such alternatives and advise Franchisee in writing if one or more of the
alternatives are suitable to accommodate the Improvement Project that would otherwise
necessitate changes to or relocation of the Facilities. If so requested by the City, Franchisee
shall submit additional information to assist the City in making such evaluation including
actual field verification of the location(s) of Franehisee's underground Facilities within the
Improvement Project area by excavating (e.g., pot holing), at no expense to the City. The City
shall give each alternative proposed by Franchisee full and fair consideration but retains sole
discretion to decide whether to utilize its original plan or an alternative proposed by
Franchisee.
Tn the event City ultimately determines that there is no other reasonable
alternative, Franchisee may invoke the Dispute Resolution clause contained in Section 21 of
this agreement provided that the Dispute Resolution process may not unreasonably delay the
Improvement Project.
14.5
If any portion of Franchisee's Facilities that has been required by City to be
relocated under the provisions of this section is subsequently required to be relocated again
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within five (5) years of the original relocation, City will bear the entire cost of the subsequent
relocation.
14.6
Franchisee shall not be required to remove an abandoned Facility or relocate its
existing operational Facilities at its expense for the benefit of private developers or other third
party projects. Further, Franchisee shall be reimbursed for any of its costs incurred to relocate
or remove its Facilities that are covered by state or federal funding if applicable. However, in
the event the City reasonably determines and notifies the Franchisee that the primary purpose
for requiring such changes to or relocation of Franchisee's Facilities by a third party is to cause
or facilitate the construction of an Improvement Project to be owned by the City consistent
with the City's Capital Investment Plan; Transportation Improven:'ent Program; or the Surface
Water Facilities Plan, or other similar plan, then the Franchisee shall change or otherwise
relocate its Facilities in accordance with Section 14.1 at Franchisee's sole cost, expense and
risk.
14.7
City shall work cooperatively with Franchisee in determining a viable and
practical route within which Franchisee may relocate its facilities under Section 14.1, in order
to minimize costs while reasonably meeting City's project timelines and objectives. City's
requirements with regard to the required changes or relocation (i.e. depth of cover, distance
from other utilities, etc.) must be reasonable and not more stringent than applicable federal and
state requirements however, nothing in this section shall be construed to limit City's police
power, land use authority, franchise authority or the City's authority to regulate the time, place
and manner of Franchisee's use of the public Rights-of-Way.
14.8
Upon receipt of City's reasonable notice, plans and specifications per Section
14.1, Franchisee shall take reasonable measures to complete relocation of such Facilities so as
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to accommodate the Improvement Project at least ten (10) calendar days prior to
commencement of the Improvement Project or such other time as the parties may agree in
writing.
14.9
City shall take reasonable steps, to cooperate with Franchisee on any effort by
Franchisee to apply for and obtain any local, state or federal funds that may be available for the
relocation of Franchisee's Facilities provided however that the Franchisee's application for any
such funds may not unreasonably delay the City Improvement Project. To the extent such
funds are made available, the funds shall be applied towards the Franchisee's costs incurred to
reloeate Franchisee's Facilities.
Section 15.
Damage Repair. In case of damage caused by the Franchisee, its agents
or employees or by the Facilities of the Franchisee to rights-of-way, or to improvements within
rights-of-way, the Franchisee agrees to repair the damage at its own cost and expense. The
Franchisee shall, upon discovery of any such damage, immediately notify the City. The City
will inspect the damage, and set a time limit for completion of the repair. If the City discovers
damage caused by the Franchisee to rights-of-way, or to public and private improvements, the
City shall give the Franchisee notice of the damage and set time limits in which the Franchisee
must repair the damage. In the event the Franchisee does not repair a right-of-way or an
improvement as required in this section, the City may repair the damage pursuant to Section 13
of this Franchise.
Section 16.
Abandonment or Removal of Facilities.
16.1
In the event of abandonment or Franchisee's permanent cessation of use of its
Facilities, or any portion thereof within the Franchised Area, the Franchisee shall, within one
hundred and eighty days (180) after the abandonment or permanent cessation of use, remove
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the Facilities at Franchisee's sole cost and expense unless approved by the City pursuant to
Section 16.2.
16.2
With the express written consent of the City, said consent not to be
unreasonably withheld, the Franchisee may secure the Facilities in such a manner as to cause it
to be as safe as is reasonably possible, by removing all liquid hydrocarbons, purging vapors,
displacing the contents of the line with an appropriate inert material and sealing the pipe ends
with a suitable end closure, all in compliance with valid and applieable regulations and
abandon them in place, provided, that portions of the Facilities which are above ground shall
be removed at Franchisee's sole cost and expense.
16.3
In the event of the removal of all or a portion of the Facilities, Franchisee shall
restore the Franchise Area as nearly as possible to a condition that existed prior to installation
of Franchisee's facilities. Such property restoration work shall be done at Franchisee's sole
cost and expense and to City's reasonable satisfaction. If Franchisee fails to remove or secure
the Facilities and fails to restore the Franchise Area or take such other mutually agreed upon
action, City may, after reasonable notice to Franchisee, remove the Facilities, restore the
Franchise Area or take such other action as is reasonably necessary at Franchisee's expense
and City shall not be liable therefore. This remedy shall not be deemed to be exclusive and
shall not prevent the City from seeking a judicial order directing that the Facilities be removed.
16.4
City shall not charge Franchisee franchise fees for pipelines or pipeline
segments abandoned or removed in compliance with this Section. However, City's consent to
the abandonment of Facilities in place shall not relieve the Franchisee of the obligation and/or
costs to remove or to alter such Facilities in the future in the event it is reasonably determined
that removal or alteration is necessary or advisable for the health and safety of the public, in
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which case the Franchisee shall perform such work at no cost to the City subject to the
provisions of Section 14~6 herein.
16.5
The parties expressly agree that the provision of this Section 16 shall survive the
expiration, revocation or termination of this Franchise.
Section 17.
Operations, Maintenance, Inspection and Testing.
17.1
Franchisee shall operate, maintain, inspect and test its Facilities in full
compliance with the applicable provisions of Title 49, Code of Federal Regulations, Part 195,
as now enacted or hereafter amended, and any other current or future laws or regulations,
including but not limited to WAC 480-75-420, that are applicable to Franchisee's Facilities,
enacted by any governmental entity with jurisdiction over Franchisee or Franchisee's
Facilities.
17.2
Grantor shall use reasonable efforts to require all excavators working within the
Franchise Area within one hundred (l00) feet of Franehisee's Facilities to notify Franchisee at
least 48 hours prior to the start of any work and to ensure eompliance with the requirements of
the State of Washington one number locator service law (RCW 19.122).
If Franchisee
becomes aware that a third party conducts any excavation or other significant work that may
affect the Facilities, Franchisee shall conduct such inspeetíons and/or testing as is necessary to
determine that no direct or indirect damage was done to the Facilities and that the work did not
abnormally load the Franchisee's Facilities or impair the effectiveness of Franchisee's cathodic
protection system.
Section 18.
Encroachment Management.
Franchisee and City shall comply with
applicable and valid federal, state and local requirements regarding encroachment management
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and damage prevention, including RCW 19.122 (one-call system) and provisions of Title 49
CFR, Pm1 195 as now enacted or hereafter amended.
Section 19.
Leaks. Spills. and Emergency Response.
19.1
Franchisee warrants that it will maintain an Emergency Response Plan that is in
compliance with the applicable requirements of local, state and federal agencies with
jurisdiction.
19.2
Franchisee shall provide advance notice to City of the opportunity to participate
in biennial meetings (or more frequently if required by applicable state or federal regulations)
at the local eounty level to review Emergency Response procedures and familiarize City with
same. At a minimum, such meetings will be as required by applieable regulations.
19.3
Franchisee shall cooperate with City and respond to protect public health and
safety in the event of a pipeline emergency. Franchisee warrants that it will at all times have
on hand, on the County level, sutìÏcient emergency response equipment and materials as
required by applicable laws and regulations.
Section 20.
Violations. Remedies and Termination.
20.1
Franchisee shall be in compliance with the terms of this Franchise at all times.
The City reserves the right to apply any of the following remedies, alone or in combination, in
the event Franchisee violates any material provision of this Franchise. The remedies provided
for in this Franchise are cumulative and not exclusive; the exercise of one remedy shall not
prevent the exercise of another, or any rights of the City at law or equÎty.
20.2
City may terminate this Franchise if Franchisee materially breaches or
otherwise fails to perform, comply with or otherwise observe any of the terms of this
Franchise, and fails to cure or make reasonable effort to cure such breach within thirty (30)
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calendar days of receipt of written notice thereof, or, if not reasonably curable within thirty
(30) calendar days, within such other reasonable period of time as the parties may agree upon.
20.3
Either party may invoke the Dispute Resolution clause contained in this
Franchise as it deems necessary with regard to termination.
20.5
In the event of termination of this Franchise by City, Franchisee may continue
to operate the Facilities through the Franchise Area until all avenues of dispute resolution are
exhausted.
20.6
If Franchisee's right to operate its Facilities within the Franchise Area is
ultimately terminated, Franchisee shall eomply with any and all directives of applicable federal
and state agencies with jurisdiction, and the terms of this Franchise, regarding removal and/or
abandonment of the Facilities.
Section 21.
Dispute Resolution.
21.1
In the event of a dispute between City and Franchisee arising by reason of this
Franchise, or any obligation hereunder, the dispute shall first be referred to the operational
officers or representatives designated by City and Franchisee to have oversight over the
administration of this Franchise. Said officers or representatives shall meet within thirty (30)
calendar days of either party's request for said meeting, whichever request is first, and the
parties shall make a good faith effort to attempt to achieve a resolution of the dispute.
21.2
In the event that the parties are unable to resolve the dispute under the
procedure set forth in Section 21.1, then the parties hereby agree that the matter shall be
referred to mediation. The parties shall mutually agree upon a mediator to assist them in
resolving their differences. Any expenses incidental to mediation shall be borne equally by the
parties.
Ord #05-483
Page 18 of 35
21.3
If either party is dissatisfied with the outcome of the mediation, that party may
then pursue any available judicial remedies, provided, that if the party seeking judicial redress
does not substantiaIJy prevail in the judicial aetion, it shall pay the other party's reasonable
legal fees and costs incurred in the judicial action.
21.4
Subject to state and federal regulation, Franchisee shall be permitted to
continuously operate its Facilities during dispute resolution.
Section 22.
Indemnitìcation.
22.1
General Indemnification. Except for environmental matters, which are covered
by a separate indemnification in Section 22.2 below, Franchisee shall indemnify, defend and
hold harmless City from any and all liability, loss, damage, cost, expense, and claim
whatsoever, arising on or after the date of this agreement, whether at law or in equity, arising
out of or related to, directly or indirectly, the construction, operation, use, location, testing,
repair, maintenance, removal, abandonment or damage to Franchisee's Facilities, or from the
existence of Franchisee's pipeline and other appurtenant facilities, and of the products
contained in, transferred through, released or escaped from said pipeline and appurtenant
facilities, from any and all eauses whatsoever, except City's sole negligence. If any action or
proceeding is brought against City by reason of the pipeline or its appurtenant facilities,
Franchisee shall defend the City at the Franchisee's complete expense, provided that for
uninsured actions or proceedings, defense attorneys shall be approved by City, which approval
sha1l not be unreasonably withheld. City's approval of defense attorneys shall not be required
in the case of insured actions or proceedings
22.2
Environmental Indemnification. Franchisee sha1l indemnify, defend and save
City harmless from and against any and all liability, loss, damage, expense, actions and claims
Ord #05-483
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(unless such liability, loss, damage, expense, actions and claims result from City's
noncompliance with Section 18 above), arising on or after the date of this agreement, either at
law or in equity, including, but not limited to, costs and reasonable attorneys' and experts' fees
incurred by City in defense thereof, arising from (a) Franchisee's violation of any
environmental laws applicable to the Facilities or (b) from any release of a hazardous
substance on or from the Facilities. This indemnity includes but is not limited to (a) liability
for a governmental agency's costs of removal or remedial action for hazardous substances;
(b) damages to natural resources caused by hazardous substances, including the reasonable
costs of assessing such damages; (c) liability for any other person's costs of responding to
hazardous substances; (d) liability for any costs of investigation, abatement, correction,
cleanup, fines, penalties, or other damages arising under any environmental laws; and (e)
liability for personal injury, property damage, or economic loss arising under any statutory or
common-law theory.
22.3
Definitions.
22.3.1 "Hazardous Substance" means any hazardous, toxic, or dangerous
substance, material, waste, pollutant, or contaminant, including all substances designated under
the Resource Conservation and Recovery Act, 42 D.S.c. § 6901 et ~.; the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et ~.; the
Hazardous Materials Transportation Act, 49 U.S.c. § 1801 et .§£g.; the Federal Water Pollution
Control Act, 33 US.C. § 1257 et gog.; the Clean Air Act, 42 D.S.c. § 7401 et ~.; the Toxic
Substances Control Act, 15 U.S.c. § 2601 et §,ffi.; the Federal Insecticide, Fungicide,
Rodenticide Act, 7 U.S.c. § 136 et ~.; the Washington Hazardous Waste management Act,
Chapter 70.10S RCW; and the Washington Model Toxics Control Act, Chapter 70.1 05D,
Ord #05-483
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RCW; all as amended from time to time; or any other federal, state, or local statute, code or
ordinance or lawful rule, regulation, order, decree, or other governmental authority as now or
at any time hereafter in effect. The term shall specifically include petroleum and petroleum
products. The term shall also be interpreted to inclùde any substance which, after release into
the environment, will or may reasonably be anticipated to cause death, disease, behavior
abnormalities, cancer, or genetic abnormalities.
22.3.2 "Environmental Laws" shaH include the Resource Conservation and
Recovery Act, 42 U.S.c. § 6901 et seq.; the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.c. § 9601 ~.; the Hazardous Materials
Transportation Act, 49 U.S.c. § 1801 et seq.; the Federal Water Pollution Control Act, 33
U.S.c. § 1257 et seq.; the Clean Air Act, 42 U.S.c. § 7401 et seq.; the Toxic Substances
Control Act, 15 u.S.c. § 2601 et seq.; the Federal Insecticide, Fungieide, and Rodenticide Act,
7 U.S.c. § 136 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the
Washington Hazardous Waste Management Act, Chapter 70.105 RCW; and the Washington
Model Toxics Control Act, Chapter 70.1O5D RCW: all as amended from time to time; or any
other valid and applicable federal, state, or local statute, code, or ordinance or valid and
applicable federal or state administrative rule, regulation, ordinance, order, decree, or other
valid and applicable governmental authority as now or at any time hereafter in effect pertaining
to the protection of human health or the environment.
Section 23.
Insurance.
23.1
The Franchisee shall procure and maintain for the duration of the Franchise,
insurance, or provide self-insurance, against all claims for injuries to persons or damages to
property which may arise from or in connection with the exercise of the rights, privileges and
Ord #05-483
Page 2] of 35
authority granted hereunder to the Franchisee, its agents, representatives or employees. The
Franchisee shall provide an insurance certificate, together with an endorsement naming the
City, its officers, elected officials, agents, employees, representatives, engineers, consultants
and volunteers as additional insureds, to the City upon the Franchisee's acceptance of this
Franchise, and such insurance certificate shall evidence the following minimum coverages:
A.
Commercial general liability insurance including coverage for premises
- operations, explosions and collapse hazard, underground hazard and products
completed hazard, with limits not less than:
$100,000,000 per occurrence and in the aggregate for bodily injury or
death to each person; and in the aggregate for property damage resulting from
anyone accident; and in the aggregate for general liability.
B.
Automobile liability for owned, non-owned and hired vehicles with a
limit of $2,000,000 for each person and $2,000,000 for each accident;
c.
Worker's compensation within statutory limits and employer's liability
insurance with limits of not less than $2,000,000;
D.
Environmental pollution liability with a limit not less than $50,000,000
for each occurrence, ata minimum covering liability from sudden and/or accidental
occurrences.
23.2
If coverage is purchased on a "claims made" basis, then the Company shall
warrant continuation of coverage, either through policy renewals or the purchase of an
extended discovery period, if such extended coverage is available, for not less than three years
from the date termination of this Franchise, and/or conversion from a "claims made" form to
an "occurrence" coverage form.
23.3
Any deductíbles shall be the sole responsibility of the Company. The insurance
Ord #05-483
Page 22 of 35
certificate required by this Section shall contain a clause stating that coverage shall apply
separately to each insured against whom claim is made or suit is brought, except with respect
to the aggregate limits of the insurer's liability.
23.4
The Company's insurance shall be primary insurance with respeet to the City, its
officers, officials, employees, agents, consultants, and volunteers. Any insurance maintained
by the City, its officers, officials, employees, consultants, agents, and volunteers shall be in
excess of the Company's insurance and shall not contribute with it.
23.5
In addition to the coverage requirements set forth in this Section, the certificate
of insurance shall provide that:
'The above described policies will not be canceled before the expiration date
thereof, without the issuing company giving sixty (60) days written notice to the
certificate holder."
23.6
The indemnity and insurance provisions herein under Sections 22 and 23 shall
survive the termination of this Agreement and shall continue for as long as the Franchisee's
facilities shall remain in or on the Franchise Area or until the parties execute a new Franchise
agreement that modifies or terminates these indemnity or insurance provisions.
Section 24.
Annual Franchise Fee.
24.1
In consideration for granting this Franchise and for the use of the Franchise
Area, there is hereby established an annual fee of Seven Thousand Five Hundred Dollars
($7,500), paid in United States Dollars, intended to cover City's reasonable costs related to
administering the Franchise. The annual fee shall remain constant for the first three (3) years
of this Franchise and shall then subsequently increase by the amount of inflation as determined
by the Consumer Price Index for the Seattle-Everett Metropolitan Area, compounded every
year thereafter beginning with year four (4) of the Franchise's remaining term.
Ord #05-483
Page 23 of 35
24.2
Each annual payment shall cover the next twelve (12) month period and shall
be paid not later than the anniversary date of the Effective Date of this Franchise. Interest shall
accrue on any late payment at the rate of twelve percent (12%) per annum.
24.3
The Franchise fee set forth in Section 24.1 does not include standard and
eustomary payments associated with the City's administrative expenses, including, but not
limited to, City's expenses incurred in reviewing, licensing, permitting or granting any other
approvals necessary for Franchisee to operate, maintain or repair its facilities or for any
inspection or enforcement costs thereunder (i.e., customary permitting fees). Additionally, the
foregoing annual fee does not include any generally applicable taxes that the City may legally
levy. Franchisee shall bear the cost of publication of this Ordinance.
Section 25.
Bond. Upon acceptance of this Franchise by Franchisee, the Franchisee
shall post a Performance Bond in the amount of $100,000 (one hundred thousand dollars) and
in the form attached as Sehedule II that shall remain in effect for the term of this Franchise.
The bond shall ensure the faithful performance of Franchisee's obligations under the Franchise
including but not limited to payment by Franchisee of any penalties, claims, liens, or fees, due
the City which arise by reason of the Operation, Construction or Maintenance of the Facilities
within the Franchise Area. Franchisee shall pay all premiums or other costs associated with
maintaining the bond. Additionally, if the Performance Bond is determined to be inadequate to
ensure performance of a project, Franchisee shall post any additional bonds required to
guarantee performance of the Construction or Maintenance of Franchisee's Facilities in
accordance with any permits required by this Franchise.
Section 26.
Eminent Domain. The existence of this Franchise shall not limit either
patty's powers of eminent domain under Washington law.
Ord #05-483
Page 24 of 35
Section 27.
Vacation.
If at any time the City, by ordinance, vacates all or any
portion of the Franchise Area, the City will not be liable for any damages or loss to the
Franchisee by reason of such vacation. The City shall notify Franchisee in writing not less
than sixty (60) days before vacating all or any portion of the franchise Area. The City may,
after sixty (60) days written notice to Franchisee, declare all or any portion of the Franchise
Area vaeated, provided that the City shall require that the party acquiring the vacated area shall
accommodate Franchisee's Facilities at terms no more stringent than those included in this
agreement.
Section 28.
Confidentiality.
Subject to the limits of Washington law, City agrees
to treat as confidential any records that constitute proprietary or confidential information under
federal or state law, to the extent Franchisee makes City aware of such confidentiality.
Franchisee is responsible for clearly and conspicuously identifying the work confidential or
proprietary. Franchisee wi)] provide a brief written explanation as to why such information is
confidential and how it may be treated as such under state or federal law. If City receives a
demand from any person for disclosure of any information designated by Franchisee as
confidential, City consistent with applicable law will advise Franchisee and provide Franchisee
with a copy of any written request by the party demanding access to such information. If
Franchisee believes that the disclosure of such documents by City would interfere with
Franchisee's rights under federal or state law, Franchisee wiJl take appropriate legal action to
prevent the disclosure by City of such documents. Franchisee will join the person requesting
the documents to such an action. Franchisee will defend, indemnify and hold City harmless
from any claim or judgment including any penalties or costs under RCW 42.17.
anI #05-483
Page 25 of 35
Section 29.
Legal Relations.
29.1
Franchisee accepts any privileges granted hereunder by City to the franchised
public rights of way and other public property in an "as is" condition. Franchisee agrees that
the City has never made any representations, implied or express warranties or guarantees as to
the suitability, security or safety of Franchisee's location of facilities or the Facilities
themselves in public property or rights of way or possible hazards or dangers arising from
other uses of the public rights of way or other public property by the City or the general public.
As between City and Franchisee, Franchisee shall remain solely and separately liable for the
Construction, function, testing, Maintenance, replacement and/or repair of the Facilities or
other activities permitted hereunder.
29.2
Franchisee hereby waives its Workers Compensation immunity under Title 51
RCW in any cases involving the City and aftìrms that the City and Franchisee have specifieally
negotiated this provision, to the extent it may apply.
29.3
This Franchise ordinance shall not create any duty of the City or any of its
officials, employees or agents and no liability shall arise from any action or failure to act by the
City or any of its officials, employees or agents in the exercise of powers reserved herein.
Further, this ordinance is not intended to acknowledge, create, imply or expand any duty or
liability of the City with respect to any function in the exercise of its police power or for any
other purpose. Any duty that may be deemed to be created in the City hereunder shall be
deemed a duty to the general public and not to any specific party, group or entity.
29.4
This Franchise shall be governed by, and construed in accordance with, the laws
of the State of Washington.
Ord #05-483
Page 26 of 35
Section 30.
Franchisee's Acceptance. This Franchise ordinance shall be completely
void if Franchisee shall not file its unconditional acceptance of this Franchise within sixty (60)
calendar days from the final passage of same by Council.
Franchisee shall file its
unconditional acceptance with the City Clerk
Section 3] .
Notice. All notices, demands, requests, consents and approvals which
may, or are required to, be given by any party to any other party hereunder, shall be in writing
and shall be deemed to have been duly given if delivered personally, sent by facsimile, sent by
a nationally recognized overnight delivery service, or if mailed or deposited in the United
States mail and sent by registered or certified mail, return receipt requested, postage prepaid to:
City:
City of Federal Way
Attn: City Attorney
33325 81h A venue S.
P.O. Box 9718
Federal Way, W A 98063
Franchisee:
Olympic Pipe Line Company
Attn: President
23]9 Lind Avenue S.W.
Renton, Washington 98055
with copy to:
Mark Johnsen
Karr Tuttle Campbell
1201 Third Avenue, Suite 2900
Seattle, Washington 98101
or to such other address as the foregoing parties hereto may from time-to-time designate in
writing and deliver in a like manner. All notices shall be deemed complete upon actual receipt
or refusal to accept delivery. Facsimile transmission of any signed original document, and
Ord #05-483
Page 27 of 35
retransmission of any signed facsimile transmission shaH be the same as delivery of an original
document.
Section 32.
Miscellaneous.
32.1
In the event that a court or agency of competent jurisdiction declares a material
provision of this Franchise Agreement to be invalid, illegal or unenforceable, the parties shall
negotiate in good faith and agree, to the maximum extent practicable in light of such
determination, to such amendments or modifications as are appropriate actions so as to give
effect to the intentions of the parties as reflected herein. If severance from this Franchise
Agreement of the particular provision(s) determined to be invalid, illegal or unenforceable will
fundamentally impair the value of this Franchise Agreement, either party may apply to a court
of competent jurisdiction to reform or reconstitute the Franchise Agreement so as to recapture
the original intent of said particular provision(s). All other provisions of the Franchise shall
remain in effect at all times during which negotiations or a judicial action remains pending.
32.2
Whenever this Franchise sets forth a tíme for any act to be performed, such time
shall be deemed to be of the essence, and any failure to perform within the allotted time may
be considered a material violation of this Franchise.
32.3
In the event that Franchisee is prevented or delayed in the performance of any of
its obligations under this Franchise by reason(s) beyond the reasonable control of Franchisee,
then Franchisee's performance shall be excused during the Force Majeure oecurrence. Upon
removal or termination of the Force Majeure occurrence the Franchisee shall promptly perform
the affected obligations in an orderly and expedited manner under this Franchise or procure a
substitute for such obligation or performance that is satisfactory to City. Franchisee shall not
Ord #05-483
Page 28 of 35
be excused by mere economic hardship nor by misfeasance or malfeasance of its directors,
officers or employees.
32.4
The Section headings in this Franchise are for convenience only, and do not
purport to and shall not be deemed to define, limít, or extend the scope or intent of the Section
to which they pertain.
32.5 By entering into this Franchise, the parties expressly do not intend to create any
obligation or liability, or promise any performance to, any third party, nor have the parties
created for any third party any right to enforce this Franchise.
32.6 This Franchise and all of the terms and provisions shall be binding upon and
inure to the benetìt of the respective successors and assignees of the parties.
32.7
The parties each represent and warrant that they have full authority to enter into
and to perform this Franchise, that they are not in default or violation of any permit, license, or
similar requirement necessary to carry out the terms hereof, and that no further approval,
permit, license, certification, or action by a governmental authority is required to execute and
perform thís Franchise, except such as may be routinely required and obtained in the ordinary
course of business.
32.8
This Franchise contains all of the agreements of the Parties with respect to any
matter covered or mentioned in this Franchise and no prior agreements or understandings
pertaining to any such matters shall be effective for any purpose.
32.9
No provision of thís Franchise, including this provision, may be amended or
added to except by agreement in writing signed by both of the Parties.
32.10 Failure of either party to declare any breach or default by the other party
immediately upon the occurrence thereof, or delay in taking any action in connection
anI #05-483
Page 29 of 35
therewith, shall not waive such breach or default, but such party shall have the right to declare
any such breach or default at any time. Failure of either party to declare one breach or default
does not act as a waiver of such party's right to declare another breach or default.
Section 33.
Ratification. Any act consistent with the authority and prior to the
effective date of this Franchise is hereby ratified and affinned.
Section 34.
Effective Date. This ordinance shall take effect and be in force thirty
(30) days from the time of its final passage, as provided by law, provided it has been duly
accepted by Franchisee as herein above provided.
PASSED by the City Council of the City of Federal Way this 5th day of April
2005 .
!i~ ( (
CITY CLERK,' ~~~
APPROVED AS TO FORM:
-fl7J( - Z4~~
CITY ATTORNEY, PATRICIA A. RICHARDSON
FILED WITH THE CITY CLERK: 3/15/2005
PASSED BY THE CITY COUNCIL: 4/5/2005
PUBLISHED: 4/9/2005
EFFECTIVE DATE: 5/9/2005
ORDINANCE NO.: 05-483
ACCEPTANCE: tP(¿¡/ð s-
K:\Olympie Pipeline\Draft vranehise Does\2005 Drafts\Dr~ft Franeh 2.1.05
Ord ¡105-483
Page 30 of 35
30
UNCONOfTJONAL ACCEPTANCE BY OLYMPIC PIPE LINE COMPANY:
[, the undersigned oftìcial of Olympic Pipe Line Company, am authorized to bind Olympic
Pipe Line Company and to unconditionally accept the terms and conditions of the foregoing
..ranchise (Ordinance No. f2!:i-J/'Í :::'), which are hereby accepted by Olympic Pipe Line
Company this /5'-" day of ¿2iJ+l-J'
I
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OLYMPIC PIPE LINE COMPANY
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Name ~bbì'j :.J' lit! la4- }\
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Notary Public in and for the
State of (Washington/Oregon)
My commission expires -. <-:;2 / C) /0 l
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/IS day of
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CIT CLERK, N. CHRISTINE GREEN, CMC
Ord #05.483
'Page3tof35
SCHEDULE I
FRANCHISE AREA MAP
Ord #05-483
Page 32 of 35
SCHEDULE II
CITY OF FEDERAL WAY
PERFORMANCE BOND FOR
RIGHT OF WAY FRANCHISE AGREEMENT
BOND 416320023
KNOW ALL PEOPLE BY THESE PRESENTS:
We, the undersigned OLYMPIC PIPE LINE COMPANY, ("Principal") and SAFECO
INSURANCE COMPANY OF AMERICA, the undersigned corporation organized and
existing under the laws of the State of WASHINGTON and legally doing business in the
State of Washington as a surety ("Surety"), are held and firmly bound unto the City of Federal
Way, a Washington municipal corporation, ("City") in the penal sum of ONE HUNDRED
THOUSAND DOLLARS and no/lOO ($ 100,000.00) for the payment of which we firmly bind
ourselves and our legal representatives, heirs, successors and assigns, jointly and severally.
This obligation is entered into pursuant to the statutes of the State of Washington and the
ordinances, rehTUlations, standards and policies of the City, as now existing or hereafter
amended or adopted.
The Principal has entered into an Agreement with the City dated
5/9/15
')/9/0')
to
NOW, THEREFORE, if the Principal shall perfonn all the provisions of the Agreement in the
manner and within the time period prescribed by the City, or within such extensions of time as
may be granted under the Agreement, and shall pay all laborers, mechanics, subcontractors and
material men or women, and all persons who shall supply the Principal or subcontractors with
provisions and supplies for the caITying on of said work, and shall hold the City, their officials,
agents, employees and volunteers harmless from any loss or damage occasioned to any person
or property by reason of any carelessness or negligence on the part of the Principal, or any
subcontractor in the performance of said work, and shall indemnify and hold the City harmless
from any damage or expense by reason of failure of performance as specified in the
Agreement, or from defects appearing or developing in the material or workmanship provided
or performed under the Agreement within the period not less than:
1. the term of the Agreement; or
2. Notwithstanding the provisions of the Agreement, the tenn of this bond shall apply
fonn the 9TH day of MAY , 2005
until the 9TH day of MAY 2006 and may
be extended by the Surety by Continuation Certificate. This bond may be canceled by
the Surety at any time provided notice is sent to the Obligee by Certified Mail at least
sixty (60) days prior to the effective date of such cancellation. However, neither
cancellation or nonrenewal by the Surety, nor failure or inability of the Principal to tile
a replacement bond in the event of cancellation or nonrenewal by the Surety, shall itself
constitute a loss to the Obligee recoverable under this bond or any renewal or
continuation thereof. The liability of the Surety under this bond and all continuation
certificates issued in connection therewith shall not be cumulative and shall in no event
exceed the amount as set forth in this bond or in any additions, riders or endorsements
properly issued by the Surety as supplements thereto.
And the Surety, for value received, hereby further stipulates and agrees that no change,
extension of time, alteration or addition to the tenus of the Agreement or to the work to be
perfonued thereunder or the specifications accompanying the same shall in any way affect its
obligation on this bond, and it does hereby waive notice of any change, extension of time,
alterations or additions to the tenus of the Agreement or to the Work.
Within forty-five (45) days of receiving notice that the Principal has defaulted on all or part of
the tenus of the Agreement, the Surety shall make a written commitment to the City that it will
either: (a) cure the default itself within a reasonable time period, or (b) tender to the City, the
amount necessary for the City to remedy the default, including legal fees incurred by the City,
or (c) in the event that Surety's evaluation of the dispute is not complete or in the event the
Surety disputes the City's claim of default, the Surety shall notify the City of its finding and its
intent, if any, to interplead. The Surety shall then fulfill its obligations under this bond,
according to the option it has elected. Should Surety elect option (a) to cure the default, the
penal sum of the Bond shall be reduced in an amount equal to the costs actually incurred by the
Surety in curing the default. If the Surety elects option (b), then upon completion of the
necessary work, the City shall notify the Surety of its actual costs. The City shall return,
without interest, any overpayment made by the Surety and the Surety shall pay to the City any
actual costs which exceed the City estimate, limited to the bond amount. Should the Surety
elect option (c), the Parties shall first complete participation in mediation, described in the
below paragraph, prior to any interplead action.
In the event a dispute should arise between the Parties to this Bond with respect to the City's
declaration of default by the Principal, the Parties agree to participate in at least four hours of
mediation in aecordance with the mediation procedures of United States Arbitration and
Mediation ("USA&M"). The Patiies shall proportionately share in the cost of the mediation.
The mediation shall be administered by the Seattle USA&M office, 4300 Two Union Square,
601 Union Street, Seattle, Washington 98101-2327. The Surety shall not interplead prior to
completion of the mediation.
DATED this 16TH day of
MAY
,20~.
CORPORATE SEAL OF PRINCIPAL:
PRINCIPAL:
OLYMPIC PIPE LINE COMPANY
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(Title)
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CERTIFICATE AS TO CORPORATE SEAL
I hereby certify that I am the (Assistant) Secretary ofthe Corporation named as Principal in
the within bond; that , who signed the said bond on behalf of the
Principal, was of the said Corporation; that I know his or her
signature thereto is genuine, and that said bond was duly signed, sealed, and attested for and in
behalf of said Corporation by authority of its governing body.
Secretary or Assistant Secretary
CORPORATE SEAL OF SURETY:
Surety
SAFECO INSURANCP¡ COMP ANY OF AMERICA
By: út/~~
Attorney-in-Fact
(Attach Power of Attorney)
C.R. HERNANDEZ. ATTORNEY-IN-FACT
(Name of Person Executing Bond)
4634 1541'H PI. NE
REDMOND. W A 98052
(Address)
425-376-6565
(Phone)
fiOVED.. A~J.. 0... FORM. :
~7f:;:;. 0 - 7'lu/Iú~4-<-
Patricia A. Richardson, City Attorney
3
" .1-
141 002
ij] 0021002
06/03/2005 14:56 FAX 4259812525
06/03/2005 14:37 FAX 253 835 2569
OLYMPIC PIPELINE
.. _. -
CERTIFICATE AS TO CORPORATE SEAL
I hereby certify that I am the (Assistant) Secretary of the Corporation named as Principal in
the within bond; that ~::Y '\'~\ \.(..1-.' whõ 'signed the said bond on behalf of the
Principal, was R~ ,.,¡" - of the said.. çorporation; that I know his or her
signature thereto is genuine, and that said bond was duly signed, sealed, and attested for and in
behalf of said Corporation by authority of its governing body.
CORPORATE SEAL OF SURETY;
Surety
SAFECO INSURANC1.COMP ANY OF AMERICA
: By: {k¿Ø:f¿rt-).~~.-/5
Attorney-in-Fact
(Attach Power of Attorney)
C.R. HERNANDEZ. ATIORNEY-IN-FACT
(Name of Person Executing Bond)
4634 ¡'54TH PI. NE
REDMOND. W A 98052
(Address)
425-376.6565
(Phone)
3
'~
S A FEe O'
POWeR
OF ATTORNEY
SAFECO INSURANÇE COMPANY OF AMERICA
GEI-ERAI. INSURANCE COMPANY OF AMERICA
HOME OFFICE: SAFECO PlAZA .
SEATTLE, WASHINGTON 98185
No. 4831
KNOW ALL IY THESE PRESENTS:
That sAPEeO INSURANOE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AM&RICA, ollch II WlI8hfnglon oorpor.tlon, doea IIlIch
hereby appoint
..."THEODORE C. SEVIER, JR,; C. R, HERNANDEZ; DEBRA R. KEEBLBR; RALPH B. NOSAL; KA TIfBRJNE J. FOREJT; SANDRA NOW AKOWSKJ; BARBARA R,
MAL TESB; LINH B, BUCHOLTZ; Chicago, lIIinoíft".."""'..."".."...".."......".."...~........"'.."........................................... ...
Ite true and lawful altorneY(I)-ln-fact, wllh full authorIty to execute on Itl behalf fidelity IInd surety bond& or underteklngl IInd olher documents of a &¡mllllr
cha..cter 'Ilued In the course of lIs bullness, and to bind the r..pectlve compllny thereby.
IN WITNESS WHEREOF, SAFECO INSURANOE COMPANY'OF AMERIOA and GENERAL INSURANOE COMPANY OF AMERICA have each executed IInd
.a..ted the.. pro8Ønts
this 19th
day of December
~k fA~\~
MIKE MOOAVIOK, PRESIDENT
, 2003
OHRIST1NE MEAD, SEORETARY
OER11FICATE
Extract from the Ðy.laws of SAFEOO INSURANOE COMPANY OF AMERICA
and of GENERAL INSURANCE COMPANY OF AMERIOA:
-hticle V, Section 13. - FIDELITY AND SURETY BONDS ... the President, any Vioe President, the Secretary, and any Assistant VIce President appointed for that
purpoa. by the otlicer In charge of surety operations, shan each have authority to appoint IndMduals as attorneys-In-fact or under other appropriate titles YAth
aulhorlty to execute on behalf of the company fidelity and surety bonds and other doCtJments of similar character iS$ued by the company In the course of Its
bualness... On any Instrument making or evidencing such appointment, the signatures may be affixed by facsimile. On any Inslrument contemn" such authority
or on any bond or undertaking of the company, the seal. or A facsimile thereof, may be impressed or affixed or In any other manner reproduC41d; provided,
however, !tIat the seal shall not be necessary to the validity of any such Instrument or undertaking."
ÈXtract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA
and of GENERAL INSURANOE COMPANY OF AMERICA adopted July 28, 1970.
"On *'Y certificate executed by the Secretary or an assistant secretary of the Company setting out,
(I) The provisions of Article V, Section 13 of ttle By-laws. and
(II) A copy of the power-of-<attorney appointment, exeCtJted pursuant thereto, and
(Iii) Certifying that said power-of-<attomey appolntmtnt Is In full force and effeot,
the .Ignature of the eðrtify!n" officer may be by facsimile, and the seal of the Company may be a facsimile thereof..
I. ChftSÜne Mead, ~tary of SAF~CO INSURANCE COMPANY OF AMERIOA and of GENERAL INSURANOE CO""PANY OF AMERICA. do her~y certify
Utat the foregoing extracts of the By-Laws and of a Resolution of the Board of DIrectors of these oorporations, and of a Power of AttOrney Issued pursuant thereto,
.N true and correct, and that both the By-Laws, the Resolution and the Power of Attorney lIfe stili In futl forœ and effect.
IN WITNESS WHEREOF. I hp"e hereunto set my hand and affixed the facsimile seal of said oorporatlon
thl$
/¿
dayef
Jav
. /
, ~tJ ð,S--'
OHRIST1NE MEAD,SEORETARY
8-097 4'SAEF 2101
. e A I$glsterad trademark of SAFECO Corporatfon
1211912003 PDF
STATE OF ILLINOIS
COUNTY OF COOl<
" ANNEMARIE BELLAVIA
certify thai C R f-lERNANnRZ
\ a Notary Public in and for said County, do hereby
I as Attomey-ín-Fact, of the
SAFECO INSURANCE COMPANY OF
AMERICA
GENERAL INSURANCE COMPANY OF
AMERICA
who is personally known to me to be the same person whose name is subscribed \0 the
foregoing instrument, appeared before me this day in person, and acknowledged that they
signed, sealed. and delivered said instrument for and on behalfof
SAFECO INSURANCE COMPANY OF
AMERICA
GENERAL INSURANCE COMPANY OF
AMERICA
for the uses and purposes therein set forth.
Given und~f my hand and notari~1 seal at my office in the Çi1y of
this It day of .M.")r/ AD. .J-e1".5
~t-ÄA~~~ '
Chicae:o , in said County,
............................
: "OFFICIAL SEAL" :
: ANNEMARIE BELLAVIA:
: Notary Public, State of Illinois:
: My Commission Expires 8/14/07 :
..................~+~+......
IMPORTANT NOTICE TO SURETY BOND CUSTOMERS REGARDING
THE TERRORISM RISK INSURANCE ACT OF 2002
As a surety bond customer of one of the SAFECO insurance companies (SAFECO Insurance
Company of America, General Insurance Company of Americas, First National Insurance
Company, American States Insurance Company or American Economy Insurance Company), it is
our duty to notify you that the Terrorism Risk Insurance Act of 2002 extends to "surety insurance".
This means that under certain circumstances, we may be eligible for reimbursement of certain
surety bond losses by the United States government under a formula established by this Act.
Under this formula, the United States government pays 90% of losses caused by certified acts of
terrorism that exceed a statutorily established deductible to be paid by the insurance company
providing the bond. The Act also establishes a $100 billion cap for the total of all losses to be paid
by all insurers for certified acts of terrorism. Losses on some or all of your bonds may be subject to
this cap.
This notice does not modify any of the existing terms and conditions of this bond, the underlying
agreement guaranteed by this bond, any statutes governing the terms of this bond, or any
generally applicable rules of law.
At this time, there is no premium charge resulting from this Act.
MARSH
CERTIFICATE OF INSURANCE
CERTIFICATE NUMBER
CHI-001259395-01
PRODUCER
RITA CHATMAN (312-683-7525)
MARSH INC.
500 WEST MONROE STREET
CHICAGO, IL 60661
T~IS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIG~TS UPON THE CERTIFICATE ~OLDER OTHER T~AN T~OSE PROVIDED IN T~E
POLICY. T~IS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES DESCRIBED HEREIN.
COMPANIES AFFORDING COVERAGE
- -""
01646-L 3--03-04
COMPANY
A PACIFIC EMPLOYERS INSURANCE COMPANY
..------.
..---.-...
.---..
INSURED
OLYMPIC PIPE LINE COMPANY
SUBSIDIARY OF BP AMOCO
2319 LIND AVE. SW
ATTN: KATHY REED - FIELD PROJECT COORDINATOR
RENTON, WA 98055
COMPANY
B N/A
COMPANY
C N/A
eOMPANY
D N/A
This certificate supersedes and replaces any previously issued certificate for the policy period notedbEilow. 1
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HlõREIN HAVIõ BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
CO
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE POLICY EXPIRATION
DATE (MM/DD/YY) DATE (MMlDD/YY)
LIMITS
A
GENERAL LIABILITY
HDOG205800951
10/01/04
10/01/05
GEN~RALA~gREGATE $
PRODUCTS - COM~/IJP AGG._.- $
PERSONAL & ADV INJUR.!,:_- $
EACH OCCU£ii'lENG,E. $
FIRE DAMAGE (Any on.~_fire $
MED EXP An one erson) $
COMBINED SINGLE LIMIT $
100,000,000
100,000,000
100,000,000
100,000,000
x
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE ~ OCCUR
OWNER'S & CONTRACTOR'S PROT
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRlõD AUTOS
BODILY INJURY
(Per person)
$
NON-OWNED AUTOS
BODIL Y INJURY
(Per accident)
$
PROPERTY DAMAGE
$
GARAGE LIABILITY
ANY AUTO
AUTO ONLY - E~ ACCID.~_NT
O~ER THAN ",.¡¿TO ONLY.
EXCESS LIABILITY
EACH AcelDENT . $
AGGREGATE $
EACH OCCURRENCE $
$
$
UMBRELLA FORM
OTHER THAN UMBRELLA FORM
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
AGGREGATE
THE PROPRIETORI
PARTNERS/EXECUTIVE
OFFICERS ARE:
HER
INCL
EXCL
$
EL DISEASE-POLICY LIMIT $
EL DISEASE-EACH EMPLOYEE $
DESCRIPTION OF OPERATIONS/LOCAT ONS/VE~ICLES/SPECIAL ITEMS
REGARDING: FEDERAL WAY IS THE ADDITIONAL INSURED.
,:~êR:'rlF1CATE HOLDER
")":)"" ','
FEDERAL WAY
EVIDENCE OF COVERAGE
SHouLD ANY OF THE POLICIES DESCRla"D HER"'N BE CANC"LLED BEFORE THE EXPIRATION DAT" TH"ROOF,
THE INSURER AFFORDING COV"RAG" WILL "NDEAVOR To MAIL ----..31l DAYS WRITTEN NDTlCE TO THE
CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE To MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND uPoN THE INSURER AFFORDING COVERAGE. ITS AGENTS oR REPRESENTATIVES, OR THE
ISSuER OF THIS CERTIFICATE.
MARSH USA INC.
BY: Christy N- Miller
(U u if á¡- '-?l ~
.;.
VALID AS
Name Of Respondent This ~ Is: Date of Report YearlPeriod of Report
. . . 1 X An O' inal (Mo, Da, Yr) .
OlymPIC Pipe Una Company (Debtor 10 Possession) () .n, ng.. 04/2512005 End of 2004/04
c.-. . . (2). .. A Resubmlsslon .
Principal General Officers . . ,.
1.) Give the (itle, name, and address of the principal general officers as follows: Executive, legal, Fiscal and Accounting, .
Purchashlg, Operating, Construction, Maintenance, Engineering, Commercial, and Traffic. If there are receivers, trustees, or
committees, who are recognized as In the controlling management of the company or of some department ont, also give their names
. . accordance WIth the customary .acceptance of his given title, briefly state the facts under Explanatory Remarks below.
~ .
i Line. Title. of Gèneral Officer Name. of Person Office Address
..
No. (a) Holldlng Office (c)
at End of Year
,1 President B..J..Talley Warrenville,. IL #1
.,2 V. P.. and General Tax Officer J. A.. Dietz Warrenville, IL #2
..3 Assistant Tax Officer D. P.. Shrallow Warreiwille, IL #2
,4 Treasurer G. LEngel Houston, TX
= ..5 Assistant Treasurer LV. Storino Warrenville IL #1
..6 Secretary J.. P.. Morgan Renton. WA
... ..7 Assistant Secretary T.. S. Gupton Warrenville IL #1 .
.,8"
: 9 . Warrenville, IL #1
,10 28100 TorchPal1<way
.. 11 Warrenville, IL 60555
-' ,12
.......
~ .13 . Warrenyille, IL #2
... .14 4101 Winfield Road
: 15 I Warrenville, IL .60555
16
.' 17 Houston, TX .
18 200 Westlake. Park Boulevard
: 19 Houston, TX '77079
20 -
21 Rentoh,WA
- .22 . 2201 Und Avenue. SW, Suite 270
.... . 23 . Renton,WA 98055
~ ,24
~25
"'026
: 27
~to28
~ .29
~: ..30 . .
...;. 31
-. 032
iii:
~,
'-..
,
~:
...,..'
...
........
..FERC FORM No.6f6.Q (ED. 12-91) Page 104
Olympic
PIPE LINE
�i.�� COMPANY
April 17, 2012
Ms. Tho Kraus
Finance Department
City of Federal Way
33325 8th AVE SO
Federal Way, WA 98003
Dear Ms. Kraus,
OLYMP/C PIPE LINE COMPANY
2201 LIND AVE. S.W.
SUITE 270
RENTON, WASHINGTON 98055
(425) 235-7736
Enclosed please find payment in the amount $10,818.08 for the Olympic Pipe Line
Company Franchise as per invoice number MS3186. Also enclosed is a continuation
certificate for the renewal of Bond Number 6320023 which is required to be in place as
per the terms of the franchise agreement.
Please let me know if you have any questions, 425-981-2506.
Sincerely,
� �Q
Pamela Brady
ROW Specialist
Atlanta
2055 Sugarloaf Circle
Suite 350
• �� + Duluth, GA 30097
�� 678-417-3080 Fax:866-547-9909
.�����i
C4NTINUATION CERTIFlCATE
To bE attac�ted to and form a part of bond number 245008780 (the "Bond'�, cross reference bond number
63200230000, dated the 9#h day of May, 2005 issued by SAFECO INSURANCE COMPANY OF AMERICA,
as surety (the "Surety"), on beha�f ofi Olympic Pipe Line Company, as principai
(the "Principal"}, in favor af CETY OF FEDERAL WAY ATTN CITY ATTORNEY, as obligee {the "Obligee").
The 5urety hereby oertifies that this Bond is continued in full force and effect until the 9tt� day of May, 2013,
subject ta all covenants and conditions of said 6ond.
Said Bond has been continued in force upon the express condition that the fuil extent af the Surety's liability
under saiti Bond,and this and all continuaUons thereof, for any {oss or series ofi losses occurring during the entire
time the Surety remains on said Bond, shall in no eveni, either individualiy or in the aggregate, exc�eed the penal
sum of the Bond_
IN WlTNESS WNEREOF, the Surety has set its hand and seal this29�+day of March , 2012.
SAFECO INSURANCE COMPANY OF AMERICA
(Surety)
gy . A��� eal)
' M. Patterson,Attomey -In-Fact
LMIC - 330d
� THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND.
This Power of Altomey limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.
Certificate No. 5280505
First National Insurance Company of America
General Insurance Company of America
Safeco Insurance Company of America
POWER OF ATTC?RNEY
KNQWN ALL PERSONS SY THESE PRESEIJFS: That First Nabanal Insurance Co�any flf America; Gene�al I�surance Company of Ame►ica, and 5afet�o Insuranee Company of
Amenca are cocpora6ons duly otg�ized under 1Me laxis of 1he Skate of New Hampshire (Hereirl coNec6vely caNed i�e °Companies"), Pursuant to �d bY a�►thoritY herein set fa#�, dces
her�y name; cons6Wte arM aPP�t """"Barbar� A. Thomo�on,,CaroNa E. Wheeler. NoMetta M. Anda�n. KeNie A: McKinne�r.leslle M.: Pa�n, Loreaa M:Jones. Marv T.
Yohnar. SBndra Ward, Vicki Nobirmer. �
- al[ M the c�y of Kn Xv , s�ate of
o Nk T n�n ��, eaEh intlividual�! ff Uiere be more than one nametl, its Uue and law(ul �riom�-in-fact to meke; execu�; seal, adcnoiMedge arM deCnrer.
for and art its behal( � Surety and as �fs act and deed, any and all undettakmgs, honds, recognizance.c and olher surety. obl'galans, in pursuance of the.se pmsents and shau be as
bindi�g upon the Gompanies as if tMey have been duy signed by the pre�lent and attested by the seaetary of the CcNnp�ies in theif c�xm proper persons.
�
�0
� That ttus pawe� is made and execwted pursuant to and by au�ority of tt�e foqowin9 BY-k�w and AulhorizaGon: �
� +�RFICLERI - �: Sec6om12. Pox�er ofAttomey C
� Any o�t r Cr other oibcial of the Gcxporadan authbrized for that purpase in wripng by tlie Chairtnan or tt�e Presid�+G �d subject to such NmitaUOas as the Ghainnan or the PresiQent .
z3 � maY P���b�� �� eRP�t s�h attomeX�-in-fact, es may be �leeessaryr ro act in behaH of the Corporaafioon to meke, ezecuhe, seal; acluwwledge and deFuer as surety an� �d �I �
�� vndertalcings; bonds, recognizances and otljee surely oblga6ons. Such aaomeys-in-fad, subject to the limitations set fwih in tl�eir respective powers af attomey. shall have (uN power to a
�� bind tlie C.orporatlon bytl�eir signature and �ecvted, such instruments shall tie as bindirg as ff signed by the president and aflested by tlre secr�tary. W
_� By tl�e #oNomring instr#�ment the ehainn� or � president has authorized the officer or otl1eF offiaal named Iherein � aPPofM a�OmeYs-in-taa: t
= O
�, �, pursuant lo Micfe N, Sectlon 12 ot �e By-laws, Francis J. McGrat6. Asslst�M Secr�tarv of FHst NaUonal Msurance Comuamr of Amerka. Safeco Msurance Com�am of v 1-
v N� A�o,.rt�� Glneral Msurance Cbmo�rw of America: is authorized to appoint such att�meys-in-fact as may be necessary to act in behalf of the Corporamon to make, euceade, s�l, �,W
�� acl�ge and detiver a5 surety arry and atl undertakings, bonds, re�gn¢ances and other surely oWigatlor�s. ��
� � T11at 1Me By-1aw and tl�e Ruthori�ation �et forth above are 4ve copies thereof and are now in full face �nd eftect. � �
�- �
'� � IN WITNE� YVhiEREOF, this Power of Aitomey has been subscvibed by an aulhoraed oificer ar oifiaal of tl�e Companies and the c�rporate s�als of the Cumpanfes heve been atA�ced p'
� 'tR � thereEo� �is �i d�r 9f �II. ar ���• � � �
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�M .7�`. o.� oQ m� �io PaY w
�a � ��928. } g , ; ��23 �. � x 1953 W � Safeco I uranee Company af America � m
�� y.+ , .. ���NA ... ! " �J��'yAM��,�� :� V ��h+IM4°' `�� . . � . .. , ��Q�
. �+ � ,' ��.t �. '. '�Q , �'$: * .d7 . ... B� � � .. � �.
.�, � . . F , ry� .. a � � ; �.
�. � STpTE (S� M�. ss � �
� � . . COUNTY OF K,� � m
��', �. Un �us 29fh da�r of �, 20t2, b�are me Pers�r ePPeaRed Fhancls d. Mcd� wha adcnowledged himself to be A�sistaMSecretaFV of Fast Na�onal M&aranSie Company bf � N t�.
O 3 Amerisa, ��el'al InsUranse C O m p B n y of AnleliCa, and Sflfet3D Insurance C b� 1 p 8 i t y�sFAItIS1iCa a�d th2t fie, 8s3i�Ch, bein9 eu�lo�iCed �0 tG dff exeCUte tl1C fare46in9 (nstNlttent for tl1e C°�'
� t# purpos�s lherein caitai�etl by signug brtbehalF of the co�por�fions hy Mimsel# as a duly authaized oTficer. � �
iN VUlTW€SS 1NHEREOF, I Aave her@untasubs�ribed my ijaaie and afPuced rny noTarial seai at �e,a,�, Washin�6on, a+� day and year fi�st aMwe wrNten: 1—� �
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