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Halcon Franchise
iir CONTRACT & AGREEMENT ROUTING FORM CITy Or COW GR.STATION fHomeaf'TerafAer<ti1 University" CONTRACT#i(,,` (PROSECT#:BID#: RFP: Contract Description: Pipeline Franchise Ordinance for Oil and Gas Operations Project Name: Pipeline Franchise - Bistonte #3H and Buey #1 H Wells Name of Contractor: Halcon Field Services, LLC CONTRACT TOTAL VALUE: *(5,534.00/yr) Grant Funded Yes *No If yes,what is the grant number: Debarment Check Yes n No n N/A Davis Bacon Wages Used 0 Yes No0 N/A Section 3 Plan Incl.—Yes n No K N/A Buy America Required E Yes ED NoE N/A Transparency Report E Yes 0 No Ix I N/A n NEW CONTRACT RENEWAL# CHANGE ORDER# OTHER BUDGETARY AND FINANCIAL INFORMATION (Include number of bids solicited, number of bids received, funding source, budget vs. actual cost,summary tabulation) A City to receive franchise fee of$5,534.00/yr --to be deposited in the GENERAL FUND 5/6/15 If required)* 5/28/15 L CRC Approval Date*: Council Approval Date*: Agenda Item No*: 9 Seco a be completed by Risk and Purchasing Only— Insurance Certificates: Q erformance Bond: NIA YP Payment Bond: kr/Ait- t SIGNATURES RECOMMENDING APPROVAL 7,...„ --L___,,, /444,,A D •AA R ENT 4 - LE CM' 'D I I TERIN CONTRACT D E AL iEPARTMENT ATE J ASST C ow, CFO DATE P .a ,ED&EXECUTED 6 4 -------- 5-' / CITY MANAGER DATE ss2` - 1 MAYO (i#:pplicKb'e) DATE AL j ` / 5'- 472-q-' /_5/ CITY SECRETA•W applicable)DATE 4_Original(s)sent to CSO on 5-2g-15 Scanned into Laserfiche on ID /-15 2 Original(s)sent to Fiscal on CD 15 PIPELINE FRANCHISE ORDINANCE FOR OIL /OR GAS OPERATIONS ORDINANCE NO. 026/S- - 36(, AN ORDINANCE GRANTING HALCON FIELD SERVICES, LLC, A LIMITED LIABILITY CORPORATION, ITS SUCCESSORS, GRANTEES AND ASSIGNS THE NONEXCLUSIVE RIGHT, PRIVILEGE, AUTHORITY AND FRANCHISE TO CONSTRUCT, OPERATE, MAINTAIN, REMOVE, REPLACE, AND REPAIR EXISTING PIPELINE FACILITIES, TOGETHER WITH EQUIPMENT AND APPURTENANCES THERETO, FOR THE TRANSPORTATION OF PETROLEUM PRODUCTS AND BYPRODUCTS WITHIN AND THROUGH THE CITY OF COLLEGE STATION,TEXAS. WHEREAS, HALCON FIELD SERVICES, LLC ("Grantee") has applied for a nonexclusive Franchise to operate and maintain pipelines to transport oil, gas, related hydrocarbons, water to be injected or produced water, under the permitted conduct of oil or gas operations within and through the City of College Station, Texas (the"City"or"Grantor"); and, WHEREAS, the state statutes, City Charter and City Ordinances authorize the City to grant nonexclusive Franchises; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION,TEXAS,THAT: Section 1.Definitions. For 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 defined shall be given their common and ordinary meaning. 1.1 Construct or Construction shall mean reconstructing, removing, replacing, and repairing existing pipeline(s) and/or Facilities and may include, but is not limited to, digging and/or excavating for the purposes of reconstructing, removing, replacing, and repairing existing pipeline(s) and/or Facilities. The limited rights and privileges granted under this Franchise shall not convey any right to Grantee to install any new pipeline(s)and/or Facilities without the express written consent of Grantor. 1.2 Effective Date shall mean the date designated herein, after passage, approval and legal publication of this Ordinance and acceptance by Grantee, 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. 1.3 Facilities shall mean the Grantee's pipeline system, lines, valves, mains, and appurtenances used to transport or distribute Grantee's petroleum product(s). Halcbn Field Services,LLC. Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 1 0121 1.4 Franchise shall mean this Franchise and any amendments, exhibits, or appendices to this Franchise. 1.5 Franchise Area means the area within the jurisdictional boundaries of the Grantor, including any areas annexed by Grantor during the term of this Franchise, in which case the annexed area shall become subject to the terms of this Franchise. 1.6 Hazardous Substance shall mean any hazardous, toxic, or dangerous substance, material, waste, pollutant, or contaminant. The term shall specifically include petroleum and petroleum products and their by-products, residue, and remainder in whatever form or state. The term shall also be interpreted to include any substance which, after release into the environment, will or may reasonably be anticipated to,cause death,disease, injury, illness, behavior abnormalities or genetic abnormalities. 1.7 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. 1.8 Pipeline Corridor shall mean the pipeline pathway through the Franchise Area in which the pipeline(s) and or Facilities of the Grantee are located, including any Rights-of-Way, Public Property, and/or easement over and through private property. 1.9 Public Properties shall mean the present and/or future property owned or leased by Grantor within the present and/or future corporate limits or jurisdictional boundaries of the Grantor. 1.10 Operate or Operations shall mean the use of Grantee's existing or future pipeline(s) and/or Facilities for the transportation, distribution and handling of petroleum products or byproducts within and through the Franchise Area. 1.11 Rights-of-Way means the surface and the space above and below streets,roadways,highways, avenues,courts, lanes,alleys, sidewalks,easements,rights-of-way and similar public property and areas located within the Franchise Area. 1.12 Railroad Commission [RRC1 means the Railroad Commission of the State of Texas. 1.13 Texas Commission on Environmental Quality{TCEQ1 means the State of Texas Commission on Environmental Quality. Section 2. Grant of Authority. 2.1 Grantor hereby grants to Grantee, a limited liability 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 Texas, its successors and assigns(as provided in Section 4),the right,privilege, authority and Franchise to Construct, Reconstruct, Operate and Maintain its existing pipeline(s) and/or Facilities necessary for the transportation, distribution and handling of any petroleum Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 2 of21 product or byproduct thereof, within the existing Pipeline Corridor passing through the Franchise Area. 2.2 This Franchise is non-exclusive. Grantor reserves all rights to its property, including, without limitation, the right to grant additional Franchises, easements, licenses and permits to others, provided that the Grantor shall grant no other Franchise, license, easement or permit that would unreasonably interfere with Grantee's permitted use under this Franchise. This Franchise shall in no manner prohibit the Grantor or limit its power to perform work upon its Rights-of-Way, Public Properties or make all necessary changes, relocations, repairs, maintenance, establishment, improvement thereto, or from using any of the Rights-of Way and Public Properties, or any part, as the Grantor may deem fit from time to time, including the dedication, establishment, maintenance and improvement of all new Rights-of-Way and other Public Properties of every type and description. 2.3 This Franchise is conditioned upon the terms and conditions contained herein and Grantee's compliance with all applicable federal, state or other regulatory programs that currently exist or may hereafter be enacted by any regulatory agencies with jurisdiction over the Grantee. 2.4 By granting this Franchise, the Grantor is not assuming any risks or liabilities, all of which shall be solely and separately borne by Grantee. Grantee agrees and covenants, at its sole cost and expense, to protect, support, and keep safe from harm its pipeline(s) and/or Facilities, or any part thereof,when necessary to protect the public health and safety. 2.5 This Franchise is intended to convey only a limited right and interest. It is not a warranty of title or interest in Grantor's Rights-of-Way or other Public Property. None of the rights granted herein shall affect the Grantor's jurisdiction over its property, streets or Rights-of-Way. 2.6 Grantee agrees, covenants and warrants, at its sole cost and expense that it has made its own independent search and investigation of title to all properties, including purported Rights-of-Way, along the Pipeline Corridor and that Grantee expressly represents and warrants that it has secured all necessary permission, property rights and interests, from the owners of the underlying fee interest or any other affected tract or property interest. Grantee expressly agrees that this Franchise does not grant or convey permission for Grantee to trespass on the property or rights of another. 2.7 This franchise does not and shall not convey any right to Grantee to install its Facilities on, under, over, across, or to otherwise use City owned or leased properties of any kind, either within or outside the Pipeline Corridor, other than existing public rights-of-way. 2.8 The limited rights and privileges granted under this Franchise shall not convey any right to Grantee to construct any new pipeline(s) and/or Facilities without the express written consent of Grantor. Section 3.Term. Each provision of this Franchise shall become effective upon the Effective Date, subject to Grantee's acceptance of the terms and conditions of this Franchise and shall remain in effect for five (5) years thereafter. Subsequently, and under City Ordinances, City Council will consider renewing this Franchise, at the written request of Grantee, for an additional five (5) year HalcOn Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 3 of 21 renewal period within one (1) year before the end of the Franchise's original five (5) year term, unless either party expresses its intention in writing to terminate this Franchise at the conclusion of the original five (5) year term. Renewal must be requested no less than six months before expiration of this Franchise. Section 4.Assignment and Transfer of Franchise. 4.1 This franchise shall not be leased, sub-leased, sub-divided, assigned or otherwise alienated in whole or in part without the express written consent of the Grantor by ordinance. 4.2 No transfer shall be approved unless the assignee or transferee has at least the legal,technical, financial, and other requisite qualifications to carry on the activities of the Grantee. 4.3 Any transfer or assignment of this Franchise without the prior written consent of the City by ordinance, shall be void and result in revocation of the Franchise. Section 5. Compliance with Laws and Standards. 5.1 In carrying out any authorized activities under the privileges granted herein,Grantee shall meet accepted industry standards and comply with all applicable laws of any governmental entity with jurisdiction over the pipeline and its operation. This shall include all laws, rules and regulations existing at the Effective Date of this Franchise or that may be subsequently enacted by any governmental entity with jurisdiction over Grantee and/or the pipeline(s) and Facilities. 5.2 In the case of any conflict between the terms of this Franchise and the terms of Grantor's ordinances, codes, regulations, standards and procedures, this Franchise shall govern. Section 6. Construction and Maintenance. 6.1 All pipeline Construction, Maintenance or Operation undertaken by Grantee, upon Grantee's direction or on Grantee's behalf shall be completed in a good and workmanlike manner. 6.2 Except in the case of an emergency, prior to commencing any Construction and/or Maintenance work in the Franchise Area,the Grantee shall first file with the Grantor such detailed plans, specifications, and profile sheets prepared by a professional engineer, licensed in Texas, of the intended work as may be required by the Grantor. Grantee shall survey the proposed pipeline route and locate all existing utilities and other above-ground and below-ground infrastructure in the Franchised Area.Grantor may require such additional information,plans,specifications,and/or requirements as in Grantor's opinion to protect the public health and safety during the Construction and/or Maintenance work and for the remaining term of this Franchise. 6.3 All Construction and/or Maintenance work shall be performed in conformity with the plans, maps and specifications filed with the Grantor, except in instances in which deviation may be allowed thereafter in writing pursuant to an application by the Grantee. Grantee shall be responsible for field locating all utilities and other infrastructure to avoid conflicts during construction. Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 4 of21 6.4 All pipe and other components of any Facilities used in Construction and/or Maintenance activities within the Franchise Area shall comply with applicable federal and state regulations, as from time to time amended. 6.5 Except in the event of an emergency, Grantee shall provide Grantor at least ten (10) calendar days written notice prior to any Construction, Reconstruction and/or Maintenance, or other substantial activity, other than routine inspections and maintenance, by Grantee, its agents, employees or contractors on Grantee's pipeline(s) or Facilities within the Franchise Area. 6.6 Work shall only commence upon the issuance of applicable permits by the City,which permits shall not be unreasonably withheld or delayed; however, if an emergency occurs requiring immediate action by Grantee for protecting the pipeline(s)or Facilities,Grantor's property or other persons or property, Grantee may proceed without first obtaining the normally required permits. Grantee must (1)try to protect, support, and keep safe from harm its pipeline(s) and/or Facilities, or any part thereof; Grantor's property; or other persons or property, and to protect the public health and safety; and (2) soon thereafter, must obtain the required permits and comply with any mitigation requirements or other conditions in the after-the-fact permit. 6.7 Unless such condition or regulation is in conflict with a federal requirement, the Grantor may condition the granting of any permit or other approval that is required under this Franchise, in any manner reasonably necessary for the safe use and management of the public right-of-way or the Grantor's property including, by way of example and not limitation, bonding, maintaining proper distance from other utilities, maintaining cathodic protection, protecting the continuity of pedestrian and vehicular traffic and protecting any Rights-of-Way improvements,private facilities and public safety. 6.8 Grantee shall maintain all cathodic protection as designed and permitted. Additionally, Grantee will annually contract with a city-approved, qualified, third-party testing firm and at a minimum annually submit testing result reports for each of the two cathodic testing stations to the City Engineer to confirm the cathodic protection is performing satisfactorily. These annual reports shall be required and included with the annual oil and gas renewal permits for the associated Bistonte and Buey Wells. Any concerns identified by the cathodic testing reports or the Grantor shall be repaired by the Grantee in a timely manner, including the full replacement of the sacrificial anodes. Regardless, the anodes shall be replaced at minimum of every ten (10) years. 6.9 Whenever necessary, after constructing or maintaining any of Grantee's pipeline(s) or Facilities within the Franchise Area,the Grantee shall,without delay,and at Grantee's sole expense,remove all debris and restore the surface as nearly as possible to as good or better condition as it was in before the work began. Grantee shall replace any property corner monuments, survey reference or hubs disturbed or destroyed during Grantee's work in the areas covered by this Franchise. Such restoration shall be done in a manner consistent with applicable codes and laws, including the B/CS United Standards, as amended and available upon request, under the supervision of the Grantor and to the Grantor's satisfaction and specifications. The restoration shall be done under a bond in an amount and type appropriate to guarantee adequate restoration. 6.10 Grantee shall continuously be a member of the State of Texas one-call number locator service, or an approved equivalent,and shall comply with all such applicable rules and regulations.Grantee Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 5 of21 shall provide reasonable notice to the City prior to commencing any Maintenance or Construction under this Franchise and additionally to those owners or other persons in control of property in the Franchise Area when the Maintenance or Construction will affect access or otherwise affect the property. 6.11 Markers demarcating the pipeline's location shall be placed on the surface at least every 100 yards so as to provide clear warning of the presence of the pipeline but in a manner that does not interfere with trails or other public uses in that area. Grantee shall place continuous underground markers demarcating the pipeline's location each time Grantee digs to the pipeline. 6.12 Upon acceptance of this Franchise by Grantee, the Grantee shall file and thereafter maintain at all times with the Grantor a survey depicting the location of the Pipeline Corridor within the Franchise Area as well as the approximate location of Grantee's pipeline(s) and Facilities within the Pipeline Corridor along with all other known utilities, landmarks, and physical features. When the City or third parties are engaged in work in the Pipeline Corridor, or within fifty (50) feet of the Pipeline Corridor, Grantee shall promptly respond to requests to locate the precise position of its Facilities. If the project is a City project, Grantee shall bear any costs associated with locating its Facilities. 6.13 Grantee shall also provide detailed as-built design drawings, certified by the engineer and contractor, showing the size, depth and location of all pipes, valves, gauges, other service appurtenances and Facilities within the Franchise Area. It is understood that the location of the Facilities shall be verified by excavating if exact alignment is required. City agrees that it will comply with all state and federal laws prohibiting disclosure of Grantees drawings, maps, etc. to any third party. The following certifications shall be affixed and signed with the as-built drawings: I hereby attest that I am familiar with the associated construction and attest that the pipeline facilities have been constructed as reflected on the as-built drawings within reasonable dimension tolerances based on the approved construction plans or amendments thereto approved by the City of College Station." Licensed Professional Engineer) I hereby attest that the pipeline facilities and improvements shown on this as-built sheet were actually built, and that said pipeline facilities and improvements are substantially as shown hereon. I further certify, to the best of my knowledge, that the materials of construction and the sizes of manufactured items, if any, are stated correctly hereon." General Contractor) Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 6 of21 6.14 Within thirty (30) days of completing any Maintenance or Construction, or any other substantial activity within the Franchise Area,the Grantee shall provide updated and corrected as- built drawings and a survey showing the location, depth and other characteristics of the Facilities within the Franchise Area. 6.15 Nothing in this Franchise shall be deemed to impose any duty or obligation upon Grantor to determine the adequacy or sufficiency of Grantee's plans and designs or to ascertain whether Grantee's proposed or actual Construction, Reconstruction, testing, maintenance, repairs, replacement or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by Grantor. 6.16 Grantee shall be solely and completely responsible for workplace safety and safe working practices on its job sites within the Franchise area, including safety of all persons and property during the performance of any work. Section 7. Operations, Maintenance, Inspection, Testing. 7.1 Grantee shall operate, maintain, inspect and test its pipeline(s) and Facilities in the Franchise Area in full compliance with the applicable provisions of all federal, state and local laws, regulations and standards, as now enacted or hereafter amended, and any other future laws or regulations applicable to Grantee's pipeline(s) and Facilities, products and business operations. 7.2 If the federal Office of Pipeline Safety or the state regulatory agency significantly decreases staffs,or if any congressional or legislative study indicates that federal or state regulatory oversight has significantly decreased in effectiveness during the term of this Franchise, then Grantor and City agree to expeditiously negotiate new franchise provisions that will provide the City with access to detailed information regarding testing and inspection such as would have been routinely submitted to the federal or state regulatory agencies under the regulations in effect at the time of the Effective Date. Grantee agrees to cover all costs incurred by City for expert assistance in interpreting the testing and inspection data.If Grantor and Grantee fail to agree upon new franchise provisions, the issues shall be resolved through the Dispute Resolution provisions of Section 13. Section 8. Encroachment Management. 8.1 Within ninety (90) days of entering into this Franchise, and on an annual basis thereafter, Grantee shall provide a written encroachment management plan that demonstrates how Grantee's pipeline(s) and/or Facilities are and will be protected against possible encroachment. This plan shall include at least: (1) education and one-call involvement as defined in Federal Regulations, and(2)an encroachment management process demonstrating: (a)Grantee's process for monitoring activity in or near the Pipeline Corridor;(b)Grantee's field verification of the location of Facilities within the Pipeline Corridor; (c) Grantee's encroachment tracking system; (d) Grantee's review/coordination process for critical encroachments; (e) control center notification of existing or active encroachments; and(f) assertive protection of the pipeline Rights-of-Way. 8.2 Upon notification to Grantee of planned Construction or Reconstruction involving excavation or any activity that could abnormally load the pipeline, by either the City or any third party,within HalcOn Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 7 of21 fifty(50)feet of Grantee's Pipeline Corridor,Grantee shall flag the precise location of its Facilities before the Construction or activity commences, provide a representative to inspect the Construction when it commences, and periodically inspect thereafter to ensure that Grantee's Pipeline is not damaged by the Construction or activity. 8.3 Upon the City's reasonable request, in connection with the design of any City public works project, Grantee will verify the exact location of its underground Facilities within the Pipeline Corridor by excavating(pot holing)at no expense to the City.If Grantee performs such excavation, the City shall require no restoration of the disturbed area in excess of restoration to the same condition as existed immediately prior to the excavation. Section 9. Leaks, Spills, Ruptures and Emergency Response. 9.1 Grantee shall have in place,at all times during the term of this Franchise,a system for remotely monitoring pressures and flows across the Franchise Area.The remote monitoring must be able to accurately detect pipeline ruptures. 9.2 During the term of this Franchise, Grantee shall have a written emergency response plan and procedure for locating leaks, spills, and ruptures and for shutting down valves as rapidly as possible. 9.3 Upon acceptance of this Franchise, Grantee shall provide, for Grantor's approval and acceptance, a copy of its emergency response plans and procedures, including, but not limited to, emergency response for spills or leaks. If the parties disagree on the adequacy of Grantee's emergency response plan,the parties will submit the plan to independent,third party review. If the review recommends that Grantee make modifications or additions to Grantee's emergency response plan, Grantee covenants to consider said recommendations in good faith. If Grantee declines to follow the recommendations, Grantee shall provide a written report to the Grantor explaining its reasoning for not following said recommendations.The parties agree to comply with the dispute resolution provisions contained herein to resolve any dispute over whether to follow the recommendations. 9.4 Grantee's emergency plans and procedures shall designate Grantee's responsible local emergency response officials and a direct 24-hour emergency contact number for control center operator. Grantee shall, after being notified of an emergency, cooperate with the Grantor and immediately respond to protect the public's health, safety and welfare. 9.5 The parties agree to meet annually to review the emergency plans and procedures. Grantee shall coordinate this meeting with the Grantor. 9.6 Grantee shall be solely responsible for all necessary costs incurred by City, county, special district or state agencies in responding to any rupture, spill, or leak from Grantee's pipeline(s) and/or Facilities, including but not limited to,detection and removal of any contaminants from air, earth or water, and all actual remediation costs. This section shall not limit Grantee's rights or causes of action against any third party or parties who may be responsible for a leak, spill or other release of hazardous liquid from Grantee's pipeline, including such third party's insurers. Halcdn Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 8 of21 9.7 In addition to the notification requirements in the emergency response plan, Grantee shall notify Grantor, within one (1) business day, of its observation or detection of any uncontained leak, spill or rupture, outside of a vault or pump station, of petroleum product totaling one (1) barrel or more, from its pipeline(s)and/or Facilities within or affecting the Franchise Area. 9.8 If requested by Grantor in writing, Grantee shall follow up this notice within thirty (30) days with a written summary of the event, including but not limited to, the leak, spill, or rupture date, time, amount, location, response, remediation and any other agencies Grantee has notified. 9.9 In the event of an uncontained leak, spill or rupture of five (5) barrels or more from Grantee's pipeline(s) and/or Facilities affecting the Franchise Area, where the cause is not reasonably apparent, and where federal or state regulators do not investigate, the Grantor may demand the occurrence be investigated by an independent pipeline consultant selected by Grantor. Grantee shall be solely responsible for paying all of the consultant's costs and expenses in investigating the occurrence and reporting the findings. Grantee shall meet and confer with the independent consultant following the consultant's investigation to address whether any modifications or additions to Grantee's pipeline(s) and/or Facilities may be warranted. If federal or state regulators perform an investigation, Grantee agrees to share the results with the City within sixty(60) days. 9.10 If the consultant recommends Grantee make modifications or additions to Grantee's pipeline(s)and/or Facilities, Grantee covenants to consider said recommendations in good faith. If Grantee declines to follow the consultant's recommendations, Grantee shall provide a written report to the Grantor explaining its reasoning for not following said recommendations.The parties agree to comply with the dispute resolution provisions contained herein to resolve any dispute over whether to follow the consultant's recommendations. Section 10. Relocation. 10.1 In the event Grantor undertakes or approves the Construction of or changes to the grade or location of, any water, sewer or storm drainage line, street, sidewalk or other City improvement project or any governmental agency or any person or entity acting in a governmental capacity, or on the behalf of, under the authority of, or at the request of the Grantor or any other governmental agency, any improvement project, and the Grantor determines = the project might reasonably require the relocation of Grantee's Facilities, Grantor shall provide the Grantee at least one hundred and twenty (120) calendar days advance written notice or such additional time as may reasonably be required, of such project requiring relocation of Grantee's pipeline(s) and/or Facilities. 10.2 Grantor shall provide Grantee with copies of pertinent portions of the plans and specifications prepared by a professional engineer, licensed in Texas,for the improvement project.Upon request, Grantee shall, at its cost and expense, determine and identify for Grantor the exact location of its pipeline(s)and Facilities potentially affected by the improvement project. 10.3 Grantee may, after receipt of written notice requesting a relocation of its Facilities, submit to the City written alternatives to the relocation within forty five(45) calendar days of receiving the plans and specifications. The City shall evaluate the alternatives and advise Grantee in writing if Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 9 of2l one or more of the alternatives is suitable to accommodate the work that would otherwise necessitate relocation of the Facilities. If requested by the City, Grantee shall submit additional information to assist the City in making the evaluation. The City shall give each alternative proposed by Grantee full and fair consideration but retains full discretion to decide for itself whether to utilize its original plan or an alternative proposed by Grantee. If the City ultimately determines there is no other reasonable alternative,Grantee shall relocate its Facilities as proposed by the City. 10.4 If any improvement project under this section is required in the interest of public health, safety, welfare, necessity or convenience, as adjudged in the sole discretion of the Grantor, the Grantee shall make such changes as required herein at Grantee's sole cost, expense and risk. 10.5 Grantor shall work cooperatively with Grantee in determining a viable and practical route within which Grantee may relocate its Facilities, in order to minimize costs while meeting Grantor's project objectives. 10.6 Grantee shall complete relocation of its Facilities so as 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. Section 11. Removal, Abandonment in Place. 11.1 In the event of Grantee's permanent cessation of use of its pipeline(s)and/or Facilities,or any portion thereof, within the Franchise Area, the Grantee shall, within one hundred and eighty days 180) after the cessation of use, remove the pipeline, Facilities or any portion thereof. 11.2 In the event of the removal of all or a portion of the pipeline(s) or Facilities, Grantee shall restore the Franchise Area to as good or better condition as it was in before the work began. 11.3 Removal and restoration work shall be done at Grantee's sole cost and expense and to Grantor's reasonable satisfaction. Grantee shall be responsible for any environmental review required for the removal of any pipeline(s) and/or Facility and the payment of any costs of the environmental review. 11.4 If Grantee is required to remove its pipeline(s) and/or Facilities and fails to do so or fails to adequately restore the Franchise Area or take such other mutually agreed upon action(s), Grantor may, after reasonable notice to Grantee, remove the pipeline(s) and/or Facilities, restore the premises or take other action as is reasonably necessary at Grantee's expense. This remedy shall not be deemed exclusive and shall not prevent the City from seeking a judicial order directing that the Facilities be removed. 11.5 With the express written consent of the Grantor, the Grantee may purge its pipeline(s) and Facilities, as directed by Grantor, and abandon them in place. Grantee shall be responsible for any environmental review required for the abandonment of any pipeline(s) and/or Facilities and the payment of any costs of such environmental review. Grantor's consent to the abandonment of Facilities in place shall not relieve the Grantee of the obligation or costs to remove or to alter such HalcOn Field Services,LLC,Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 10 of 21 Facilities in the event it is reasonably determined removal or alterations are necessary or advisable for the health and safety of the public, in which case the Grantee shall perform such work at no cost to the Grantor. This provision shall survive the expiration, revocation or termination of this Franchise. 11.6 The parties expressly agree the provisions of this Section shall survive the expiration, revocation or termination of this Franchise. Section 12. Violations, Remedies and Termination. 12.1 In addition to any rights set out elsewhere in this Franchise, or other rights it may possess at law or equity, the Grantor reserves the right to apply any of the following remedies, alone or in combination, in the event Grantee 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 Grantor at law or equity. 12.2 If Grantee fails or refuses to comply with this Franchise, or any of its terms or provisions,the damages suffered by the Grantor as a result may include, without limitation, increased costs of administration and other damages difficult to measure. Therefore, Grantor and the Grantee agree liquidated damages up to one thousand dollars ($1,000) per day, per incident or other measure of violation, may be assessed from the first day of the violation or incident.These damages represent both parties' best estimate of the damages resulting from the specified injury. Imposing liquidated damages will invoke the dispute resolution provisions as provided in this Franchise, but will not relieve Grantee from the obligation to pay liquidated damages. 12.3 Grantor also may terminate this Franchise if Grantee materially breaches or otherwise fails to perform, comply with or otherwise observe any of the terms and conditions of this franchise, or fails to maintain all required licenses and approvals from federal, state, and local jurisdictions, and fails to cure such breach or default within thirty(30)calendar days of Grantor's providing Grantee written notice thereof,or, if not reasonably capable of being cured within thirty(30)calendar days, within such other reasonable period of time upon which the parties may agree. 12.4 This Franchise shall not be terminated except upon a majority vote of the College Station City Council, after reasonable notice to Grantee and an opportunity to be heard, provided that if exigent circumstances necessitate immediate termination,the hearing may be held as soon as possible after the termination. 12.5 In the event of termination under this Franchise, Grantee shall immediately discontinue operation of the pipeline through the Franchise Area. Either party may in such case invoke the dispute resolution provisions herein. Alternatively, Grantor may elect to seek relief directly in District Court, in which case the dispute resolution requirements shall not apply in this limited situation. Once the Grantee's rights to Operate in the Franchise Area have terminated, Grantee shall comply with the Franchise provision regarding removal and/or abandonment of Facilities. Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 11 of 21 12.6 Grantor's failure to exercise a particular remedy at any time shall not waive Grantor's right to terminate, assess penalties, or assert any other remedy at law or equity for any future breach or default of Grantee. 12.7 Termination of this franchise shall not release Grantee from any liability or obligation with respect to any matter occurring prior to such termination, nor shall such termination release Grantee from any obligation to remove or secure the pipeline pursuant to this Franchise and to restore the Franchise Area. 12.8 The parties acknowledge the covenants set forth herein are essential to this Franchise, and, but for the mutual agreements of the parties to comply with such covenants, the parties would not have entered into this Franchise. The parties further acknowledge they may not have an adequate remedy at law if the other party violates such covenant; therefore, the parties shall have the right, besides any other rights they may have,to obtain in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any of the covenants contained herein, should the other party fail to perform them. Section 13. Dispute Resolution. 13.1 In the event of a dispute between Grantor and Grantee arising by reason of this Franchise,the dispute shall first be referred to the operational officers or representatives designated by Grantor and Grantee to have oversight of the administration of this Franchise. The officers or representatives shall meet within thirty (30) calendar days of either party's request for a meeting, whichever request is first, and the parties shall make a good faith effort to achieve a resolution of the dispute. 13.2 In the event the parties are unable to resolve the dispute under the procedure set forth in this section, then the parties hereby agree the matter shall be referred to mediation. The parties shall mutually agree upon a mediator to assist them in resolving their differences. If the parties cannot agree upon a mediator,the parties shall jointly obtain a list of three(3)mediators from a reputable dispute resolution organization and alternate striking mediators on that list until one remains. A coin toss shall determine who may strike the first name. If a party fails to notify the other party of which mediator it has stricken within two (2) business days, the other party shall select the mediator from those mediators remaining on the list. Any expenses incidental to mediation shall be borne equally by the parties. 13.3 If the parties fail to achieve a resolution of the dispute through mediation, either party may then pursue any available judicial remedies,provided that if the party seeking judicial redress does not substantially prevail in the judicial action, it shall pay the other party's reasonable legal fees and costs incurred in the judicial action. Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 12 of 21 Section 14. Indemnification and Release. 14.1 General Indemnification. Grantee shall indemnify,defend and hold harmless Grantor, its officers, agents, employees and volunteers, from and against all claims, losses, damages, causes of action, suits, and liability of every kind, including reasonable attorneys' and experts' fees incurred by Grantor in defense thereof,arising out of or related to, directly or indirectly, the installation, Construction, Reconstruction, operation, use, location, testing, repair,maintenance, removal,or abandonment of Grantee's pipeline(s)and/or Facilities,or from Grantee's pipeline and other appurtenant Facilities, and the products contained in, transferred through, released or escaped from the pipelines and appurtenant Facilities, including the reasonable costs of assessing such damages and any liability for costs of investigation, abatement, correction, cleanup, fines, penalties, or other damages arising under any environmental laws. If any action or proceeding is brought against Grantor by reason of the pipeline(s)or their appurtenant Facilities,Grantee shall defend the Grantor at the Grantee's complete expense,provided that,for uninsured actions or proceedings,defense attorneys shall be approved by Grantor,which approval shall not be unreasonably withheld. 14.2 Environmental Indemnification. The Grantee shall indemnify, defend and hold harmless the Grantor, the City, its officers, agents, employees and volunteers, from and against all claims, losses, damages, causes of action, suits, and liability, either at law or in equity, including, but not limited to, costs and reasonable attorneys' and experts' fees incurred by Grantor in defense thereof, arising directly or indirectly from (a) Grantee's breach of any environmental laws applicable to the pipeline or (b) from any release of a hazardous substance on or from the pipeline or(c)other activity related to this Franchise by Grantee,its agents,contractors or subcontractors.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. 14.3 Release. The Grantee assumes full responsibility for the work to be performed hereunder and hereby releases, relinquishes, and discharges the Grantor, the City, its officers, agents, volunteers, and employees, from all claims, demands, and causes of action of every kind and character,including the cost of defense thereof,for any injury to or death of any person and any loss of or damage to any property that is caused by, alleged to be caused by, arising out of, or in connection with the Grantee's work to be performed hereunder. This release shall apply regardless of whether said claims,demands,and causes of action are covered in whole or in part by insurance and regardless of whether such injury, death, loss, or damage was caused in whole or in part by the negligence of the Grantor, the City,any other party released hereunder,the Grantee,or any third party. HnlcOn Field Services,LLC Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 13 of 21 Section 15. Insurance and Bond Requirements. 15.1 During this Franchise, Grantee shall provide and maintain, at its sole cost and expense, insurance in the minimum amount of FIVE MILLION UNITED STATES DOLLARS 5,000,000.00) for each occurrence, in a form and with a carrier reasonably acceptable to the Grantor, naming Grantor as an additional insured,to cover any and all insurable liability, damage, claims and loss as set forth in Section 14.1 above, and, to the extent such coverage is reasonably available in the commercial marketplace, all liability, damage, claims and losses as set forth in Section 14.2 above, except for liability for fines and penalties for violation of environmental laws as otherwise provided below. Insurance coverage shall include, but is not limited to, all defense costs. Such insurance shall include, but is not limited to,pollution liability coverage, at a minimum covering liability from sudden and accidental occurrences, subject to time element reporting requirements, and such other applicable pollution coverage as is reasonably available in the commercial marketplace. 15.2 Proof of insurance and a copy of the insurance certificate, including, but not limited to, coverage terms and claims procedures, shall be provided to the Grantor prior to the beginning of any substantial work, testing, Construction or Reconstruction on the Pipeline. The insurance shall contain a provision it shall not be canceled, non-renewed or reduced in limits of liability without a minimum of thirty (30) days prior written notice to the Grantor. 15.3 On or before the Effective Date of this Franchise, the Grantee shall furnish a bond executed by the Grantee and a corporate surety authorized to do surety business in the State of Texas, with an AM Best rating of A XII in a sum of five hundred thousand dollars ($500,000.00) to insure performance of the Grantee's obligations and performance under this Franchise, such bond to be conditioned that the Grantee shall well and truly keep and observe all of the covenants,terms and conditions and faithfully perform all of the Grantee's obligations under this Franchise. One (1) calendar year after all construction and installation activities have been completed for each pipeline in full compliance with the covenants, terms and conditions of this Franchise agreement, Grantee may request a reduction in the bond amount for each pipeline granted pursuant to this Franchise. Such reduction may be granted in Grantor's sole discretion, however, at no time shall the bond amount for each pipeline be less than one hundred thousand dollars ($100,000.00). 15.4 The indemnity, insurance and bond provisions contained herein shall survive the termination of this Franchise and shall continue for as long as the Grantee's Facilities shall remain in or on the Franchised Areas or until the parties execute a new Franchise Agreement which modifies or terminates these indemnity, insurance and bond provisions. Section 16.Receivership and Foreclosure. 16.1 Grantee shall immediately notify the Grantor in writing if it: files a voluntary petition in bankruptcy, a voluntary petition to reorganize its business, or a voluntary petition to effect a plan or other arrangement with creditors; files an answer admitting to the jurisdiction of the Court and the material allegations of an involuntary petition filed pursuant to the Bankruptcy Code, as amended; or is adjudicated bankrupt, makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver or trustee of all or any part of its property Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 14 of 21 including all or any parts of its business operations, pipeline(s)or Facilities within or affecting the Franchise Area. 16.2 Upon the foreclosure or other judicial sale of all or a substantial part of Grantee's business operations,pipeline(s)or Facilities within or affecting the Franchise Area, or upon the termination of any lease covering all or a substantial part of the pipeline(s)or Facilities within or affecting the Franchise Area, or upon the occasion of additional events which effectively cause termination of Grantee's rights or ability to operate the pipeline(s) or Facilities within or affecting the Franchise Area, Grantee shall notify the Grantor of such fact, and such notification or the occurrence of such terminating events shall be treated as a notification a change in control of the Grantee has taken place,and the provisions of this Franchise Agreement governing the consent of the Grantor to such change in control of the Grantee shall apply. 16.3 The Grantor shall have the right to cancel this Franchise one hundred twenty(120)days after the appointment of a receiver or trustee to take over and conduct the business of a Grantee,whether in receivership,reorganization,bankruptcy,or other action or proceeding,unless such receivership or trusteeship shall have been vacated prior to the expiration of said one hundred twenty (120) days, or unless: a) Within one hundred twenty (120) days after the election or appointment, such receiver or trustee shall have fully complied with all of the provisions of this Franchise Agreement and remedied any existing violations and/or defaults;and b) Within said one hundred twenty(120) days, such receiver or trustee shall have executed an agreement,duly approved by the court having jurisdiction, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this Franchise Agreement granted to the Grantee except where expressly prohibited by Texas law. Section 17. Franchise Fee and Costs. 17.1 In consideration for granting this Franchise and for the use of the Franchise Area, there is hereby established an annual fee equal to One Dollar(s) ($1.00), per lineal foot of Franchise Area, plus an annual fee equal to One Thousand Dollars ($1,000.00), for each road or street boring. 17.2 The first installment shall be paid at the time Grantee accepts this Franchise and shall cover the next twelve(12) months. Each succeeding installment 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. 17.3 Interest shall accrue on any late payment at the rate of twelve percent (12.0%) per annum. The annual fee shall remain constant for the first three (3) years of this Franchise and shall then subsequently increase at a rate of one and a half percent (1.5%) every year thereafter beginning with year four(4) for the Franchise's remaining term. 17.4 Grantee agrees to pay a fee or a charge so the City recovers its actual and reasonable administrative expenses directly related to preparing and approving this Franchise. Nothing shall preclude the City from charging administrative fees or recovering administrative costs incurred by the City in approving permits or in the reasonable supervision, inspection or examination of all work by Grantee in the Franchise Area to ensure compliance with this Franchise and the permits, as required by the provisions of the City's Charter or Code of Ordinances. HalcOn Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 15 of 21 Section 18. Legal Relations. 18.1 Nothing contained in this Franchise shall be construed to create an association, trust, partnership, agency relationship, or joint venture or to impose a trust,partnership, or agency duty, obligation or liability on or with regard to any party. Each party shall be individually and severally liable for its own duties, obligations, and liabilities under this Franchise. 18.2 Grantee accepts any privileges granted by Grantor to the Franchise Area, public Rights-of- Way and other Public Property in an "as is" condition. Grantee agrees the City has made no representations, implied or express warranties or guarantees on the suitability, security or safety of Grantee'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.Grantee shall remain solely and separately liable for the function, testing, maintenance, replacement and/or repair of the pipeline or other activities permitted under this Franchise. 18.3 Grantee waives immunity in any cases involving the Grantor and affirms the Grantor and Grantee have specifically negotiated this provision, to the extent it may apply. 18.4 This Franchise 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 to the Grantor. Further, this ordinance is not intended to acknowledge, create, imply or expand any duty or liability of the Grantor regarding any function in exercising its police power or for any other purpose.Any duty that may be deemed created in the City shall be deemed a duty to the general public and not to any party, group or entity. 18.5 This Franchise shall be governed by and construed in accordance with the laws of the State of Texas and the parties agree in any action,except actions based on federal questions,venue shall lie exclusively in Brazos County,Texas. Section 19. Miscellaneous. 19.1 In the event 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 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 impair the value of this Franchise Agreement, either party may apply to a court of competent jurisdiction to reform or reconstitute the Franchise Agreement to recapture the original intent of the particular provision(s). All other provisions of the Franchise shall remain in effect during which negotiations or a judicial action remains pending. Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 16 of21 19.2 Whenever this Franchise sets forth a time 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. 19.3 In the event Grantee is prevented or delayed in the performance of any of its obligations under this Franchise by reason(s) beyond the reasonable control of Grantee,then Grantee's performance shall be excused during the Force Majeure occurrence. Upon removal or termination of the Force Majeure occurrence,the Grantee shall promptly perform the affected obligations in an orderly and expedited manner under this Franchise, or shall procure a substitute for such obligation or performance that is satisfactory to Grantor. Grantee shall not be excused by mere economic hardship nor by misfeasance or malfeasance of its directors, officers or employees. 19.4 The Section headings in this Franchise are for convenience only, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the Section to which they pertain. 19.5 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. 19.6 This Franchise and all of the terms and provisions shall be binding upon and inure to the benefit of the respective successors and assignees of the parties. 19.7 Whenever this Franchise calls for notice to or notification by any party, the same (unless otherwise specifically provided) shall be in writing and directed to the recipient at the address set forth in this Section, unless written notice of change of address is provided to the other party. If the date for making any payment or performing any act is a legal holiday, payment may be made or the act performed on the next succeeding business day which is not a legal holiday. Notices shall be directed to the parties: GRANTOR: GRANTEE: City Engineer Rich DiMichele City of College Station Halcon Field Services, LLC. 1101 Texas Avenue 100 Louisiana, Ste. 6700 College Station, TX 77840 Houston, TX 77002 Facsimile: (979) 764-3496 Facsimile: (832) 538-0220 Email: agibbs a,cstx.gov Email: rdimichele@halconresources.com 19.8 The parties each represent and warrant they have full authority to enter into and to perform this Franchise;they are not in default or violation of any permit, license, or similar requirement to carry out the terms hereof; and no further approval, permit, license, certification, or action by a governmental authority is necessary to execute and perform this Franchise, except such as may be routinely required and obtained in the ordinary course of business. Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 17 of 21 19.9 This Franchise Agreement and the attachments hereto represent the entire understanding and agreement between the parties regarding the matter and supersedes all prior oral negotiations between the parties. This Franchise Agreement shall be amended, supplemented, modified or changed only by an agreement in writing that refers to the Franchise Agreement or the attachment and that is signed by the party against whom enforcement of any such amendment, supplement, modification or change is sought. All previous Franchise Agreements between the parties pertaining to Grantee's Operation of its pipeline(s) and/or Facilities are superseded. 19.10 Grantee shall evidence its unconditional written acceptance of all the terms and conditions of this Franchise by the execution of this Agreement. 19.11 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and constitute the same instrument. Section 20. Public Meeting and Required Readings. 20.1 It is hereby found and determined that the meetings at which this franchise ordinance was passed were open to the public, as required by TEXAS GOVERNMENT CODE§ 551,as amended, and that advance public notice of time, place, and purpose of said meetings was given. 44- First Reading & Approval on the ( S day of 1'tot /2015 Apo At, Second Reading&Final Approval on the 0 day of Iv14.y 2015 Signature page to follow] HalcOn Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 18 of 21 Section 21. Effective Date. 21.1 In accordance with City of College Station City Charter, Section 105, after passage, approval and legal publication of this Franchise Ordinance as provided by law, and provided it has been duly accepted by Grantee as herein above provided, this Franchise Ordinance shall not take effect until sixty(60) days after its adoption on its second and final reading. PASSED,ADOPTED and APPROVED by the City of College Station City Council on this the Zg - day of Kiel, 2015. HALCON FIELD SERVICES,LLC. CITY OF COLLEGE STATION By: g By: Printed Name: Rich DiMichele Mayor Title: President, Halcon Field Services, LLC Date: S'21.- IS Date: S. -1. eAJi O ATTEST: 4 1 ii- rlikoz.4-Aw.„---, City Secretar Date: 5-- ' 15 P` `+I VED: City5D2y#Date:: 55 If r A 4 o,ttoni y ir elickL 4 1.t. Ass: '.n I ity Mager/CFO Date E- 2(-4- Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 19 of21 Exhibit"A" Pipeline Route Map and Drawings Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 20 of 21 p gpggRW;Rg71m-pp,IAm Ny " z R g o iar &c. ggEgWM S Isiio_°5ifa{l q as 1 legi x p s Kithp I4DIieg ; K-g I vP- A /1 2 ilitter: J`\ NOr S ''Ngl4p43, ofEi in ALAli10411liaIoqv s4 541©Or 11Ag 1 a I I 1. 1P 1 WE o P a 1 1 [ gib V 1 a i za f i , 1e 1 1 fl 4 41 af xPLi Of Di z r-' '4 '. Apia" iv.Avn Ilrn 1x°•,3.,; wimp! i ar ir --1 NM A PI1111Wil 1.wr1- 4 9-. - 411/1144 711 __, , _. .., , ....i 8g 6ga i f gyp 5ti 'cf, .\ Hey 9 moi \----- 504,..- ` \ 3 YK # tii(P 411* 1 yy ' t4' ->> \ ' \ 1(//* isoo. V. soPgsSPp '1°1iVIFHs 0 I l 1---- 151 Ili hi k' Eli la11iIII i 41 ill wli 0 it C::: a R. 1 1.%' 10k 11111111111 i„ ill 1 SIELT HU.KR REVISIONS BISONTE PIPELINE pAYNE,LLC 2 COLLEGE STATION,TEXAS 7.,,,,...,„,.,r.„,::::- IR v*4 r eoaau,urt nnue 400 MOP PIPELINE PROJECT OVERALL r C .,I' FIRM M15,70710.11,1.;10791 yyeela.w.o...wew elwNm,awe coa,n,rase 327 01 a.(079)507-0000 Exhibit"B" Certificate of Insurance Halcion Field Services,LLC.Franchise Ordinance-Transport of Oil or Gas,in Pipelines Page 21 of21 e DATE(MM/DDIYYYY) MRCP OF LIABILITY INSURANCE 5/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Heather Garcia Bowen, Miclette&Britt PHONE 713-880-7100 FAX Insurance Agency, LLC MAIL Pot• NC.Ncl; 1111 North Loop West,#400 ADDRESS:Certificates@bmbinc.com Houston TX 77008 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:St. Paul Fire&Marine Insurance Co 24767 INSURED HALCONRESO INSURER B;Travelers Casualty&Surety Co. 19038 Halcon Field Services LLC, Halcon Resources INSURER C Corporation INSURER D 1000 Louisiana, Suite 6700 Houston TX 77002 INSURER E_ INSURER F: COVERAGES CERTIFICATE NUMBER: 1789043327 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADBL SU5IZ POLICY EFF POLICY EXP ' LIMITSLTRTYPEOFINSURANCEINSDWVDPOLICYNUMBERIMM/DDIYYYYI IMMIDOIYYYYL A x COMMERCIAL GENERAL LIABILITY Y Y ZLP14R6153815N4 5/25/2015 5/25/2016 EACH OCCURRENCE 1,000,000 DAMA_ CLAIMS-MADE X OCCUR PREMISES aE loccuoccurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER' A AUTOMOBILE LIABILITY Y Y ZLP14R6153815N4 5/25/2015 5/25/2016 (Ea aaccident) SINGLE LIMIT $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ AUTOS EO SCHEDULED BODILY INJURY(Per accident) $ X NON-OWNED PROPERTY DAMAGE HIRED AUTOS X AUTOS Per accident) _ a A X UMBRELLA LIAB X OCCUR Y Y !ZLP14R6153815N4 5/25/2015 5/25/2016 EACH OCCURRENCE 5,000,000 EXCESS LIAB CLAIMS-MADE 1 AGGREGATE 5,000,000 DED I X I RETENTION$10,000 g WORKERS COMPENSATION Y HAUB4C92159514 5/25/2015 5/25/2016 X f PER I I OTH- AND EMPLOYERS'LIABILITY STATUTE J FR YIN ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? I(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below 1I El,DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The following policy provisions and/or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and/or endorsements supersede the representations made herein. Electronic copies of the policy provisions and/or endorsements listed below are available by emailing: certificates@bmbinc.com See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of College Station ACCORDANCE WITH THE POLICY PROVISIONS. 1101 Texas Avenue College Station TX 77842 AUTHORIZED REPRESENTATIVE 41416,P),(...„, 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HALCONRESO LOC#: A D ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED Bowen, Miclette& Britt Halcon Field Services LLC, Halcon Resources Corporation POLICY NUMBER 1000 Louisiana, Suite 6700 Houston TX 77002 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE General Liability: Blanket additional insured Ongoing Operations per form#00037 Blanket additional insured Completed Operations per form#00037 Blanket waiver of subrogation per form#OG028 Blanket primary/non-contributory per form#00001 Automobile: Blanket additional insured per form#A0265 Blanket waiver of subrogation per form#A0186 Blanket primary/non-contributory per form#OP153 Worker's Compensation: Blanket waiver of subrogation per form#WC 00 03 13(OS), WC 42 03 04 A(TX) Blanket Alternate Employer per form#WC 00 03 01 A Umbrella: Blanket additional insured per form#00500 Blanket waiver of subrogation per form#OG540 Blanket primary/non-contributory per form#00500 ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number:ZLP14R6153815N4 ADDITIONAL PROTECTED PERSONS ENDORSEMENT - PERSONS OR ORGANIZATIONS REQUIRED BY WRITTEN CONTRACT FOR INSURANCE - OIL AND GAS COMMERCIAL GENERAL LIABILITY This endorsement changes your Oil And Gas Commercial General Liability Protection. How Coverage Is Changed ownership, maintenance, or use of a premises, site, or location, to which There are three changes that are explained such written contract for insurance below. applies, if that premises, site, or location is owned by, or rented or 1. The following is added to the Who Is leased from, any of those persons or Protected For Injury Or Damage section. organizations and is part of your oil or This change adds certain protected gas operations at, on, or in any oil or persons and limits their protection. gas lease site. Covered bodily injury, property damage, Additional protected persons required by or personal injury that results from written contract for insurance. All persons your maintenance, operation, or use of or organizations that you agree in a machinery or equipment, to which such written contract for insurance to add as written contract for insurance applies, additional protected persons under this if that machinery or equipment is agreement are protected persons only for rented or leased from any of those covered bodily injury or property damage persons or organizations. that results from your work, to which Covered bodily injury, property damage, that written contract for Insurance or personal injury that results from applies, for any of those persons or your work, to which such written organizations. contract for insurance applies, that any of those persons or organizations are However, all persons or organizations performing for you.emsimis IRE that you agree in a written contract for Covered bodily injury or propertyiiiminsurancetoaddasadditionalprotectediimi• damage that results from your work MEE persons under this agreement are also which is completed, to which such protected persons for the following written contract for insurance applies, 141 bodily injury, property damage, orREMthatanyofthosepersonsor personal injury, but only if that written organizations performed for you if imie contract for insurance specifically such bodily injury or property damage w requires those persons or organizations happens before the end of the period to be covered for such bodily injury, of time for which the written contract property damage, or personal injury: for insurance specifically requires that Covered personal injury that results coverage or before this agreement from your work, to which such written ends, whichever is earlier. contract for insurance applies, for anyliG of those persons or organizations. But no person or organization that you Covered bodily injury or property agree in a written contract for insurance damage that results from your to add as an additional protected person smim completed work, to which such written under this agreement and that is an i contract for insurance applies, for any architect, engineer, or surveyor is a of those persons or organizations if protected person for bodily injury, such bodily injury or property damage property damage, or personal injury that illy happens before the end of the period results from the performance of or of time for which the written contract failure to perform architect, engineer, or for insurance specifically requires that surveyor professional services. coverage or before this agreement ends, whichever is earlier. In addition, all persons or organizations Covered bodily injury, property damage, that you agree in a written contract for or personal injury that results from the insurance to add as additional protected 0G037 Rev. 3-06 Endorsement e 2006 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 2 Policy Number: 71 P14R6153815N4 persons under this agreement are law, regulation, or rule by you, any protected persons only for the lesser of: person or organization that you agree the limits of coverage required by that in a written contract for insurance to written contract for insurance; or add as an additional protected person under this agreement, or anyone acting tho limits of coverage available under on your or that person's or this agreement.organization's behalf. Written contract for insurance means 3. The following replaces the third that part of any written contract or paragraph of the Primary or excess other agreement in which you agree to insurance section, but only for this purchase or maintain insurance provided endorsement. This change limits coverage by this agreement if such contract or for certain additional protected persons. agreement: was made before; and We'll also apply this agreement as is in effect when; excess insurance over the part or parts the event begins or the offense is of any primary or excess other insurance 9 that provide coverage for any person or committed. organization that you agree in a written contract for insurance to add as an Additional protected person may also be additional protected person under this called an additional insured in the written agreement. However, if you specifically contract for insurance. agree in that written contract for insurance that this insurance must be 2. The following replaces the fifth primary to, or non-contributory with, paragraph of the Pollution injury or other insurance issued directly to that damage exclusion, but only for this person or organization, we'll apply this endorsement. This change excludes agreement as primary insurance for coverage.damages for injury or damage covered by the Additional Protected Persons Also, we won't apply this exclusion to Endorsement - Persons Or Organizations bodily injury or property damage that Required By Written Contract For results from a sudden and accidental Insurance that are Incurred by that person pollution incident which: or organization, and we won't share begins while this agreement is in those damages with that other Insurance. 9 9 But we'll still apply this agreement as effect; excess insurance over the part or parts takes place at, on, in, or from a of any primary or excess other insurance protected person's premises or a that provide control of well pollution protected person's work site, other bodily injury or property damage than a waste site;coverage and apply to those damages. doesn't result from pollution work by or for any protected person or others, Other Terms other than pollution work for which the pollution clean-up costs are covered All other terms of your policy remain the under the Pollution clean-up costs same. section of this agreement; and doesn't result from any intentional and willful violation of any governmental OG037 Rev. 3-08 Page 2 of 2 2006 The St. Paul Travelers Companies, Inc. All Rights Reserved DATE ACC,REP CERTIFICATE OF LIABILITY INSURANCE 6/201 M/DD/YYYY) 5/6/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Heather Garcia Bowen, Miclette&Britt WC.PHONE,E1a;7_I3-880.J_100 I iA c N4713-880-7166 Insurance Agency, LLC E-MAIL 1111 North Loop West,#400 ADDRESS:certificateMiambp.C,.ODrrl___ Houston TX 77008 INSURER(S)AFFORDING COVERAGE NAIC INSURER A:St, Paul Fire&Marine Insurance.Co 24767 INSURED HALCONRESO INSURER B_Travelers Cas&Sure.y Co 19038 Halcon Field Services, LLC INSURER C: Halcon Resources Corporation INSURER D: 1000 Louisiana, Suite 6700 Houston TX 77002 INSURER E; INSURER F COVERAGES CERTIFICATE NUMBER:1466042239 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR MXDL SUERI POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMM/DD/YYYYI (MMIDD/YYYY) LIMITS A GENERAL LIABILITY Y Y 14R61538 5/25/2014 5/25/2015 EACH OCCURRENCE $1,000,000 v DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $100,000 I CLAIMS-MADE X 1 OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADVINJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY. jr(`OT LOC A AUTOMOBILE LIABILITY Y Y 14R61538 25/2014 5/25/2015 COMBINEDtSINGLE LIMITffle1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGEXHIREDAUTOSxAUTOSPeraccident) A X UMBRELLA LIAB X OCCUR Y Y 14R61538 5/25/2014 5/25/2015 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 5,000,000 DED X RETENTION$10,000 g WORKERS COMPENSATION Y HAUB4C92159514 5/25/2014 5/25/2015 X WC STATU- I 10TH AND EMPLOYERS'LIABILITY YIN I.TORY LIMITS _ ER. _ ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) The following policy provisions and/or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and/or endorsements supersede the representations made herein. Electronic copies of the policy provisions and/or endorsements listed below are available by emailing: certificates@bmbinc.com See Attached... CERTIFICATE HOLDER CANCELLATION T SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of College Station ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 9960 College Station TX 77842 AUTHORIZED REPRESENTATIVE Zerlt<iaryigit?y.,, 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HALCONRESO LOC#: ACCPREP ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED Bowen, Miclette&Britt Halcon Field Services, LLC Halcon Resources Corporation POLICY NUMBER 1000 Louisiana, Suite 6700 Houston TX 77002 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE General Liability: Blanket additional insured Ongoing Operations per form#OG037 Blanket additional insured Completed Operations per form#00037 Blanket waiver of subrogation per form#OG028 Blanket primary/non-contributory per form#OG001 Automobile: Blanket additional insured per form#A0265 Blanket waiver of subrogation per form#A0186 Blanket primary/non-contributory per form#44449 Worker's Compensation: Blanket waiver of subrogation per form#WC 42 03 04 Blanket Alternate Employer per form#WC 00 03 01 Umbrella: Blanket additional insured per form#00500 Blanket waiver of subrogation per form#00540 Blanket primary/non-contributory per form#OG500 Sudden&Accidental Pollution is afforded per the attached ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Alan Gibbs From: Retha Youell Sent: Friday, May 08, 2015 3:56 PM To: Alan Gibbs Cc: John Haislet Subject: Re: Pipeline Franchise- May 18th Council All the policies expire 5/25 but they should send us renewal certs.They should be good for routing. Sent from my iPhone On May 8, 2015, at 3:26 PM, Alan Gibbs<agibbs@cstx.gov>wrote: Retha, Could you look over this insurance for this franchise? This item is rushing to May 18th Council. Thanks, Alan Insurance.pdfy Franchise.pdfy 1 Alan Gibbs From: Retha YouellSent: Friday, May 15, 2015 5:32 PMTo: John Haislet; Cheryl TurneyCc: Subject:Alan Gibbs RE: Pipeline Franchise Bond Thanks John. It looks great to me. Have a great weekend. Retha Retha Youell, SPHR, SHRM-SCPRisk & Workforce Compliance ManagerCityofCollegeStation P. 0.Box 9960 College Station,TX 77842 979-764-3572 office 979-764-5032 fax 512-748-8020 cell From:John Haislet Sent: Friday, May 15, 2015 9:36 AM To: Retha Youell; Cheryl TurneyCc:Alan Gibbs Subject:RE: Pipeline Franchise Bond Good Morning, The City's previous standard form had 30 days'cancellation notice and the pipelineindemnitybondhasbeenuppedto90days. The "notice to"section has also been expandednchise performanceninclude both t Secretary and City Engineer(prior notices of cancellation lust went to City Secretary). to include the City The updated bond form is attached and Word/PDF copies have beenP:\Legal\BOND FORMS placed on the P Drive. Thanks, John From: Retha Youell Sent:Thursday, May 14, 2015 4:35 PM To:John Haislet;Cheryl TurneyCc:Alan Gibbs Subject: RE:Pipeline Franchise Bond I think it would be better to have more than 30 days' notice if they cancel the bond.Other than that, I'm good with it. Icouldn't find any reference to liquidated damages,Cheryl. Did I miss that or was it removed?moved.a Retha Duplicate Original *** Franchise No.PERFORMANCE AND INDEMNITY BOND PERFORMANCE AND INDEMNITY BOND FOR PIPELINE FRANCHISE FOR OIL AND GAS OPERATIONS Bond No. B009357 THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: THE COUNTY OF BRAZOS THAT WE, Halcon Field Services, LLC as Principal, hereinafter called Grantee", "Franchisee", "Permittee", or "Principal" and the other subscriber hereto U.S. Specialty Insurance Company as Surety, do hereby acknowledge ourselves to be held and firmly bound to the City of College Station, as Beneficiary, a Texas home-rule municipal corporation, in the sum of Five Hundred Thousand Dollars ($ 500,000.00) for the payment of which sum, well and truly to be made to the City of College Station and its successors, the said Grantee and Surety do bind themselves, their heirs, executors, administrators, successors,and assigns,jointly and severally. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT: WHEREAS, the Grantee has submitted to the City an application for a nonexclusive Pipeline Franchise for Oil or Gas Operations to operate and maintain pipelines to transport oil, gas, related hydrocarbons, water to be injected or produced water, under the permitted conduct of oil or gas operations within and through the City of College Station or renewal thereof for which Grantee must insure performance of the Grantee's obligations and performance under this Pipeline Franchise and indemnify the Cita,requiring Grantee to guarantee and indemnify the City that it will meet the requirements set forth in the Pipeline Franchise Ordinance for Oil and Gas Operations and Chapter 4, Section 13, of the College Station Code of Ordinances pertaining to oil and gas operations within the City;which original permit(s) pertains to the following well(s), to wit: Bistonte and Buey and as shown on the issued drilling permit(s), as amended and incorporated by reference herein; NOW THEREFORE, this Performance and Indemnity Bond shall remain in effect as long as the Pipeline Franchise for Oil and Gas Operations, any renewal thereof and as long as any Grantee pipeline occupy or operate within the franchised area of the City to ensure that Grantee shall faithfully and strictly perform all terms, provisions, and stipulations of the granted Pipeline Franchise and of the applicable Code of Ordinances of the City of College Station in accordance with the true meaning and effect of each during the period said Pipeline Franchise is in effect or during the period Grantee's pipeline(s) occupy or operate within any franchised area, including all provisions referred to therein and shall comply strictly with each and every provision thereof, including all warranties and indemnities therein and with this bond. Otherwise, this obligation shall become null and void and shall have no further force and effect. It is further understood and agreed that the Surety does hereby relieve the City of College Station or its representatives from the exercise of any diligence whatever in securing compliance on the part of the Grantee with the terms of the Pipeline Franchise for Oil and Gas Operations and the applicable provisions of the Code of Ordinances of the City of College Station and the making of payments pursuant thereto including the following: 1) Complying with all applicable terms and conditions of the Pipeline Franchise for Oil and Gas Operations, the City of College Station Code of Ordinances, as amended, and the Drilling Permit(s) issued,as amended. 2) Promptly repairing and clearing all premises of all litter, trash, waste, hazards, hazardous materials, petroleum products or byproducts, and other substances used, allowed, or occurring in the installation or operations, and after installation, abandonment or completion, grade, level and restore such property to the same surface conditions as nearly P.ILEGALIBOND FORMSIPerformance and Indemnity Bond Pipeline Franchise Rev.201505/5 as possible as existed before operations commenced. 3) Grantee agreeing to and indemnifying and holding harmless City, its officers, agents, and employees, from and against any and all claims, losses, damages, causes of action, suits, and liability of every kind, including pipeline activity and oil and gas development activity, all expenses of litigation,court costs,and attorney's fees, for injury to or death of any person,or for damage to any property, arising out of or in connection with the work done by Grantee under the Pipeline Franchise: a) where such injuries, death or damages are caused by City's sole negligence or the joint negligence of City and any other person or entity; b) regardless of whether such injuries, death,or damages are caused in whole or in part by the negligence of City. 4) Not cancelling such instrument without ninety (90) days prior written notice thereof to the City Secretary and City Engineer. 5) Promptly paying fines, penalties, and other assessments imposed by reason of breach of any of the terms of the Pipeline Franchise or Code of Ordinances of the City of College. 6) Promptly restoring to their former condition any public property damaged by the pipeline operation. 7) Promptly paying all fees of a consultant,inspector, engineer or other professional or service, as deemed necessary in the City's sole discretion, to protect the public health, safety, and general welfare. Having fully considered its Grantee's competence to perform to meet all the requirements therein in the underwriting of this Performance and Indemnity Bond, the Surety hereby waives any notice to it of any default, failure or delay by the Grantee in the performance of its obligations pursuant to same and agrees that it, the Surety, shall be bound to take notice of and shall be held to have knowledge of all acts or omissions of the Grantee in all matters pertaining to Grantee's obligations to ensure the compliance by Grantee as required by the Pipeline Franchise and by the Code of Ordinances of the City of College Station. It is further expressly agreed by Surety that the City of College Station or its representatives are at liberty at any time, without notice to the Surety, to make any changes to the Pipeline Franchise, to its ordinances and in the obligations of Grantee arising thereunder, and in the terms and conditions thereof, or to make any change in, addition to, or deduction from the work to be done arising thereunder; and that such changes,if made, shall not in any way vitiate the obligation in this bond and undertaking or release the Surety therefrom. It is further expressly agreed and understood that the Grantee and Surety will fully indemnify and save harmless the City of College Station from any liability,loss, cost, expense, or damage arising out of or in connection with the work done by the Grantee pursuant to the Pipeline Franchise, to any of its oil and gas operations and activities within the City and to the applicable provisions of the Code of Ordinances of the City of College Station. In the event the City of College Station brings a suit or other proceeding at law regarding the above-referenced Pipeline Franchise, ordinances, or this bond or any combination thereof, the Grantee and Surety agree to pay to the City the actual amounts of attorney's fees incurred by the City in connection with such suit. This bond and all obligations created hereunder shall be performable in Brazos County,Texas. P:ILEGALIBOND FORMSIPerforrnance and Indemnity Bond Pipeline Franchise Rev.20/505/5 Notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if not earlier, on the third day following deposit m a United State Postal Service post office or receptacle, with proper postage affixed (certified mail, return receipt requested), addressed to the respective other party at the address prescribed below or at such other address as the receiving party may hereafter prescribe by written notice to the other party and to the City of College Station: Grantee: Halcon Field Services, LLC surety: U.S. Specialty Insurance Company 1000 Louisiana Street Attn: Edwin H. Frank, Ill Suite 6700 13403 Northwest Freeway Houston, Texas 77002 Houston, Texas 77040 City of College Station: City of College Station With a copy to: City of College Station 1101 Texas Avenue 1101 Texas Avenue College Station,Texas 77842 College Station,Texas 77842 Attn: City Engineer Attn: City Secretary IN WITNESS THEREOF, the said Grantee and Surety have signed and sealed this instrument on the respective dates written below their signatures and have attached current Power of Attorney. ATTEST, SEAL: (if a corporation) Halcon Field Services, LLC WITNESS: (if not a rporation) Name of Grantee) By: ——• j By: Q Name: V 0"tom Name:J • :TSL Title: ° t k. Ak 260 .e.ii,t*+r &4 Title: fiu!FP ` ti Date:c/i 1//5- ATTEST/WITNESS fJ5ATTEST/WITNESS SEAL) U.S. Specialty Insurance Company _ Full Name of Surety) By: ww-t-; 1"tt1 OA ) _13403 Northwest Freeway, HoustonLTX 77040 Name: Wen y . Pierson Address of Surety for Notice) Title: Sr. Bond Specialist Date: May 6, 2015Pow By: WI Name: Edwin H. Frank, Ill Title: Attorney-in-Fact_ Date: May 6, 2015 REVIEWED: THE FOREGOING BOND IS ACCEPTED ON BEHALF OF TI Q :ITY OF COLLEGE T TION,TEXAS: j: 0,,, ttorney City Manager P:ILEGALIBOND FORMSIPerformance and Indemnity Bond Pipeline Franchise Rev.20150515 POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S.SPECIALTY INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS: That American Contractors Indemnity Company, a California corporation, Texas Bonding Company, an assumed name of American Contractors indemnity Company, United States Surety Company, a M aryland corporation and U.S. Specialty Insurance Company, a Texas corporation (collectively, the"Companies"), do by these presents make, constitute and appoint: Edwin H. Frank, III,Michele K.Tyson or W.Russell Brown,Jr.of Houston,Texas its true and lawful Attorney(s)-in-fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name,place and stead,to execute, acknowledge and deliver any and all bonds, recognizances,undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety, providing the bond penalty does not exceed Three Million******************** Dollars ($ **3,000,000,00** ), This Power of Attorney shall expire without further action on December 20,2017. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Boards of Directors of the Companies: Be it Resolved, that the President,any Vice-President,any Assistant Vice-President,any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney-in-Fact may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver,any and all bonds, recognizanccs, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts,and any and all notices and documents canceling or terminating the Company's liability thereunder,and any such instruments so executed by any such Attorney-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certifcatc_relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company-with_respeet to- any bond or undertaking to which it is attached. IN WITNESS WHEREOF,The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this May 6, 2015 AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY Corporate Seals UNITED STATES SURETY COMPANY U.S.SPECIALTY INSURANCE COMPANY FMR0.T4RSk i g SUgF i rnrG a .01;;;;;',„ rut' '=o y,P iw I'9 3 m y oE-;""""" 4' 11 'W,° fi s, B y. s Daniel P.Aguilar,Vice President V'41fF0WsS OFYE''P rinu,i„"°• A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of Los Angeles SS: On this 1st day of December,2014, before me,Maria G.Rodriguez-Wong,a notary public, personally appeared Dan P.Aguilar,Vice President of American Contractors indemnity Company,Texas Bonding Company,United States Surety Company and U.S.Specialty Insurance Company who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the person,or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. MARIA G.RODRIGUEZ-WONGG Commission#2049771 Signature _.Seal) r' ! Notary Public-California z ' Los Angeles Countyj, ,T MComm.Extres Dec 2.0,20_,14 1,Michael Chalekson,Assistant Secretary of American Contractors indemnity Company,Texas Bonding Company,United States Surety Company and U.S.Specialty Insurance Company,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney,executed by said Companies,which is still in full force and effect; furthermore,the resolutions of the Boards of Directors,set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Los Angeles,California this 6th day of May 701 5 Corporate Seals ssup o pinrc., iRR B009357 w it •t= ims, _ Michael Chalekson,Assistant Secretary Bond No. Agency No. 8353 ry:°g Y rl*n r'EF OF Y,i iui iiv ue•