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HomeMy WebLinkAbout2018-4044 - Ordinance - 09/27/2018! PIPELINE FRANCHISE ORDINANCE FOR OIL OR GAS OPERATIONS ORDINANCE NO. �\8-'f04 4 AN ORDINANCE GRANTING HA WKWOOD ENERGY MIDSTREAM, LLC., A DELAWARE 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, HA WKWOOD ENERGY MIDSTREAM, 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). Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page 1 o/23 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 fRRC] means the Railroad Commission of the State of Texas. 1.13 Texas Commission on Environmental Quality [TCEQJ 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 Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page2of23 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 Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page3of23 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 All requested route maps, surveys, and drawings shall be attached as Exhibit "A". 6.3 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. 6.4 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 Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page4of23 responsible for field locating all utilities and other infrastructure to avoid conflicts during construction. 6.5 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. 6.6 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. 7 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. 6.8 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. 6.9 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. 6.10 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, Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transporl of Oil or Gas, in Pipelines Page5of23 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. 6.11 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 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. 6.12 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. 6.13 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. 6.14 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) Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page6of23 6.15 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. 6.16 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. 6.17 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 Gran tor 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. Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page 7ofZ3 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 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 Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page8of23 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. 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. Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page9of23 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 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 Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page JO of23 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 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. Hawkwood Energy Midstream, LLC. Franchise Ordinance - Transport of Oil or Gas, in Pipelines Page II of23 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 tbree (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. Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page12of23 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 Gran tor 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. Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page13of23 Section 15. Insurance and Bond Requirements. 15.1 During this Franchise, Grantee shall maintain, at its sole cost and expense, the following insurance to cover any and all liabilities, damages, claims and losses arising out of or in connection with the activities to which this franchise applies. Commercial General Liability and Business Auto Liability policies shall be endorsed to list the Granter, its officers, officials, agents, and employees as Additional Insureds with a Waiver of Subrogation Rights. Policies shall be endorsed as primary with the Grantor's insurance or self-insurance non-contributory. Insurance coverage shall include, but is not limited to, all defense costs. All policies shall contain a provision that coverage 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. 15.1.1. Commercial General Liability. Policy must be issued on a form at least as broad as ISO form GC 00 01, by a carrier rated A VIII or better in accordance with the current A. M. Best Key Rating Guide. Limits of liability no less than Five Million Dollars ($5,000,000) per occurrence, with an aggregate limit of liability no less than Ten Million Dollars ($10,000,000). Coverage shall not exclude premises/operations with separate aggregate, independent contracts; products/completed operations; contractual liability insuring the indemnity provided herein; personal and advertising liability and Explosion, Collapse and Underground (XCU) coverage. 15.1.2. Business Automobile Liability. Policy must be issued by a carrier rated A VIII or better in accordance with the current A. M. Best Key Rating Guide, with a minimum combined single limit of liability of Two Million Dollars ($2,000,000) for bodily injury and property damage. The coverage shall include owned autos, leased or rented autos, non-owned autos, hired autos and any autos. Pollution liability coverage shall be provided by endorsement MCS-90, with a limit of $2,000,000 where such exposures exist. 15.1.3. Pollution Liability. Policy must be issued by a carrier rated A VIII or better in accordance with the current A. M. Best Key Rating Guide, with limits of liability of Five Million Dollars ($5,000,000) covering liability from sudden and accidental environmental occurrences as well as undisclosed environmental hazards. 15.1.4. Workers' Compensation/Employers' Liability. Policy must be issued by a carrier rated A VIII or better in accordance with the current A. M. Best Key Rating Guide with statutory limits of liability according to Texas law. Employers' Liability is required with minimum limits of liability of One Million Dollars ($1,000,000) for each accident/each disease/each employee. "Texas Waiver of Our Right to Recover from Others Endorsement, WC 42 03 04" is required and Texas must appear in Item 3A of the Workers' Compensation policy or Item 3C must contain the following: "All States except those listed in Item 3A and the States of NV, ND , OH, WA, WV, and WY." 15.2 Grantee shall provide evidence of required policies on the most current State of Texas Department of Insurance-approved Certificate of Liability Insurance to the Grantor before any substantial work, testing, Construction or Reconstruction on the Pipeline. Certificates of insurance shall be attached as Exhibit "B". Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Pagel4of23 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 A. M. 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). The bond amount for new franchises covering existing pipelines shall be determined by Grantor and shall be no less than one hundred thousand dollars ($100,000.00). The bond(s) shall be attached as Exhibit "C". 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 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 Hawkwood Energy Midstream, LLC. Franchise Ordinance - Transport of Oil or Gas, in Pipelines Page 15 of23 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/ crossing. 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. Section 18. Legal Relations. 18.1 Nothing contained in this Franchise shall be construed to create an associat10n, 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. H a:wkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page 16 o/23 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. 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. Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page 17of23 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: City Engineer City of College Station 1101 Texas Avenue College Station, TX 77840 GRANTEE: Patrick R. Oenbring Hawkwood Energy Midstream, LLC. 4582 S. Ulster Street, Suite 500 Denver, CO 80237 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. 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. Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page 18 of23 (_ 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. First Reading & Approval on the \ 3 +} day of �pk�Ur-2018 Second Reading & Final Approval on the 9' 7 �ay of Sep±q�c 2018 Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page 19of23 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 'd-1-+� day of �t�\aec---2018. HA WKWOOD ENERGY MIDSTREAM, LLC. By:-1-��������=4-��­ Printed Name: Patrick R. Oenbr o- Title: Chief Executive Officer Date: CJ� l :;l.O' I d-0 \ � CITY OF COLLEGE STATION ATTEST: �� Date: '1 , 1 .,--{ Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page20of23 Exhibit "A" Pipeline Route Map, Survey and Drawings Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page21 of23 --- ------------ E PROJECT OVERALL PIPELIN ---·-·· -···----------'---�� Exhibit "B" Certificate( s) of Insurance Hawkwood Energy Midstream, LLC. Franchise Ordinance-Transport of Oil or Gas, in Pipelines Page22 of23 I ACORD0 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) �-Acct#: 1172183 8/9/2018 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 3ELOW. 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 888-828-8365 NAME: Locldon Companies, LLC PHONE I FAX 5847 San Felipe, Suite 320 IAll" Nn C-'\: IA/C Nol: E-MAIL Houston, TX 77057 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Indemnity Insurance Co. of North America 43575 INSURED INSURERS: lnsperlty, Inc. 19001 Crescent Springs Drive INSURER C: Kingwood, TX 77339 INSURER D: *SEE BELOW INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 LTR A TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY f--::=J CLAIMS-MADE D OCCUR f-- f-- GEN'L AGGREGATE LIMIT APPLIES PER: � D PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY - ANY AUTO -ALL OWNED � -AUTOS f-- D Loc SCHEDULED AUTOS NON-OWNED HIRED AUTOS -f--AUTOS UMBRELLA LIAB H OCCUR -I EXCESS LIAB CLAIMS-MADE DED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below ADDL SUBR (��g� (��g� ·��n lunm POLICY NUMBER N/A x C64630696 10/1/2017 10/1/2018 LIMITS EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES fEa occurrence\ $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ COMBINED SINGLE LIMIT $ IEa accident\ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ rp��:;,��gAMAGE $ $ EACH OCCURRENCE $ AGGREGATE $ $ x I �f�TE I I OTH-ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {ACORD 101, Additional Remarks Schedule, may be attached if more space is required) HAWKWOOD ENERGY MANAGEMENT, LLC (3116000) IS INCLUDED AS A NAMED INSURED THROUGH ENDORSEMENT. RE: WATER SUPPLY AGREEMENT WAIVER OF SUBROGATION IN FAVOR OF CITY OF COLLEGE STATION WHEN REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION 1,000,000 1,000,000 1,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF COLLEGE STATION AUTHORl2ED REPRESENTATIVE ATTN: DALE LAPHAM 1200 NORTH FOREST PARKWAY �-"=>-� COLLEGE STATION, TX 77842 ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All nghts reserved. The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy I Named Insured Endorsement Number lnsperity Inc. HAWKWOOD ENERGY MANAGEMENT, LLC Policy Number Symbol: RWC Number: C64630696 Policy Period Effective Date of Endorsement 101112017 TO 101112018 10/1/2017 Issued By (Name of Insurance Company) lndemnitv Insurance Co. of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the oolicv. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. CITY OF COLLEGE STATION CITY OF COLLEGE STATION. 1200 NORTH FOREST PAR'KYNAY COLLEGE STATION, TX 77842 RE: WATER SUPPLY AGREEMENT Schedule For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287 .150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901through 16-190 8 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. WC 00 03 13 (11/05) Ptd. U.S.A. Copyright 1982-83, National Council on Compensation Authorized Representative Client#· 36551 HAWKENE1 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 8/16/2018 I 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 3ELOW. 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 have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: IMA, Inc. -Colorado Division W8,N�o, Extl: 303-534-4567 I r,ifc, Nol: 303-534-0600 1705 17th Street, Suite 100 ��DA��ss: denaccounttechs@imacorp.com Denver, CO 80202 INSURER(S) AFFORDING COVERAGE NAIC# 303 -34-4567 INSURER A : St. Paul Fire & Marine Ins. Co.(*) 24767 INSURED INSURER B: Hawkwood Energy LLC INSURER C: 4582 S. Ulster St., Ste. 500 INSURER D: Denver, CO 80237 INSURER E: INSURER F ! *Travelers Insurance Co. COVERAGES CERTIFICATE NUMBER: 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 TYPE OF INSURANCE IADDL SUBR ,:�Mg� POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER fMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY ZLP14R77794 06/11/2018 06/11/2019 EACH OCCURRENCE $1,000,000 -D CLAIMS-MADE [!] OCCUR ����f§H9E���r?encel $1,000,000 � Includes Sudden & MED EXP (Any one person) $5,000 Accidental Pollution PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl n PRO-D LOC $2,000,000 POLICY __ JECT PRODUCTS -COMP/OP AGG OTHER: $ AUTOMOBILE LIABILITY ZLP14R77794 �6/11/2018 06/11/2019 COMBINED SINGLE LIMIT $1,000,000 IEa accident) f---•·· X ANY AUTO BODILY INJURY (Per person) $ I f---OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ f---HIRED -NON-OWNED PROPERTY DAMAGE x AUTOS ONLY x AUTOS ONLY f Per accident\ $ f--- $ A UMBRELLA LIAB M OCCUR ZLP14R77794 06/11/2018 06/11/2019 EACH OCCURRENCE $15 000 000 f--- x EXCESS LIAB CLAIMS-MADE AGGREGATE s15 000 ooo oEo I xi RETENT10N$$10 ooo $ WORKERS COMPENSATION t PER I 1gJH-AND EMPLOYERS" LIABILITY "T6TllT<' Y/N OFFICER/MEMBER EXCLUDED? N/A E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE D (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as Additional Insured on the General Liability, Business Auto and Excess Liability Policies if required by written contract or agreement subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of the certificate holder on the General, Automobile, Excess Liability Policies if required by written contract or agreement and with respect to (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of College Station Attn: Dale Lapham SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. I 1200 North Forest Parkway College Station, TX 77842 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1450686/M1450680 MCB1 DESCRIPTIONS (Continued from Page 1) work performed by Insured subject to the policy terms and conditions. _ .ie policy is endorsed to provide the certificate holder with 30 day advanced written notice in case of policy cancellation. SAGITTA 25.3 (2016/03) 2 of 2 #S1450686/M1450680 Exhibit "C" Bond(s) Hawkwood Energy Midstream, LLC. Franchise Ordinance -Transport of Oil or Gas, in Pipelines Page23of23 Bond No. LPM9291307 Franchise No. --------PERFORMANCE AND INDEMNITY BOND PERFORMANCE AND INDEMNITY BOND FOR PIPELINE FRANCHISE FOR OIL AND GAS OPERATIONS THE STA TE OF TEXAS § § § KNOW AIL MEN BY THESE PRESENTS: THE COUNTY OF BRAZOS THAT WE, Hawkwood Energy Midstream, LLC , as Principal, hereinafter called "Grantee", "Franchisee", "Permittee", or ''Principal" and the other subscriber hereto Fidelity and Deposit Company of Maryland , as Surety, do hereby acknowledge ourselves to be held and finnly bound to the City of College Station, as Beneficiary, a Texas home-role municipal corporation, in the sum of One Hundred Thousand Dollars ($ 100.000.00) 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 Franc hise 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 op erations 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 City, 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 the College Station Code of Ordinances pertaining to oil and gas operations within the City, as amended; which original permit(s) pertains to the following well(s). to wit: Bistonte and Bw:y and as shown on the issued drilling and oil and gas well permit(s), as amended and incotporated 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 a.rea 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 o bligation 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 '\Vith 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, the issued Drilling Petmit(s) and the issued Oil and Gas Well Permits, as amended, renewed, or re­ issued. (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 Hawkwood Energy Mids1ream. LLC. -Performance and Indemnity Bond for Pipeline Franchise Rev.20180523 completion, grade, level and restore such property to the same surface conditions as nearly 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 n'}>Cnses of litigation, court costs, and attorney's fees, for injury to or death of any person, or for damage to any propert:, arising out of or in connection with the work <lone 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. (!) Promptly paying all fees of a consultant, inspector, engineer or other professional or service, as deemed necessary in the City's sole discretion, to protecr 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 mad e, 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, e}.-pense, or damage arising out of or in connection with the work done by the Grantee pw:suant 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 th e City the actual amounts of attorney's fees incurred by the City in connection with such suit. Hawkwood Energy Midstream. UC. -Performance and Indemnity Bo11dfor Pipeline Franchlfe Rev. 10180523 This bond and all obligations created hereunder shall be performable in Brazos County, Texas. 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 in 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: Hawkwood Energy Midstream, LLC Stanford Place Ill 4582 South Ulster Street, Suite 500 Denver, CO 80237 City of College Station: City of College Station 1101 Texas Avenue College Station, Texas 77842 Attn: City Engineer � Fidelity and Deposit Company of Maryland 1299 Zurich Way Schaumburg, ll 60196 With a c2py to: City of College Station 1101 Texas Avenue College Station, Texas 77842 Attn: City A ttorney 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. AITEST, SEAL: Qf a corporation) WITNESS: (if not a corporation) B Y' d/-_�� Name:b411YnV Title: .Sr. bo,J lf\oA�QL' ATTEST /WITNESS (SEAL) Name: _..Mu;y�r..,.ja ..... h_,V ... a ... ld..,jv..,ja..__ _____ _ -T'ttle: Witness �--r,. __ e:_....._.==---------V""AL July 11. 2018 REVIE�'ED: Hawkwood Energy Midstream. LLC (Namco Fidelity and Deposit Company of Maryland (Full Name of Surety) 1299 Zurich Way, Schaumburg, ll 60196 (Address of Surety for Notice) By �!;}� Title: Attorney-in-Fact Date: July 11. 2018 THE FOREGOING BOND IS ACCEPTED ON BEHALF OF THE CITY OP COILEGE STATION, TEXAS: City Manager ffawkwood Energy Midstream, LLC. -Peifomumce and Indemnity Bond for Pipeline Franchise Rev.W/80523 ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTOR NEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State ofNew York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State ofMruyland, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Mruyland (herein collectively called the "Companies"), by DAVID MCVICKER, Vice President, in pursuance of authority granted by Article V, Section 8, of the By-Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof: do hereby nominate, constitute, and appoint Bret S. BURTON, Tim H. HEFFEL, Desiree E. WESTMORELAND, Timothy Craig SMITH, David B. McKINNEY, Todd Alan RAMBO and Myriah A. VALDIVIA, all of Wichita, Kansas, EACH its true and lawful agent and Attomey­ in-Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUAL TY AND SURETY COMP ANY at its office in Owings Mills, Mruyland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMP ANY OF MARYLAND at its office in Owings Mills, Mruyland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By-Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMP ANY OF MARYLAND, this 30th day of June, AD. 2017. Assistant Secretary Joshua Leeker State of Mruyland County of Baltimore ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND "C'· . .. __ . ,..:_� __ ••. / h-.,,, ... /�- Vice President David McVicker JI(/ � 'ii / .·. L-""" 1,_,.., •• • On this 30th day of June, AD. 2017, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, DAVID MCVICKER, Vice President, and JOSHUA LECKER, Assistant Secretary, of the Companies, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly sworn, deposeth and saith, that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. POA-F 076-66928 �a.o� Constance A Dunn, Notary Public My Commission Expires: July 9, 2019 ,,,,u1111111 {�}��) J.11,,,:i�;·,,,,,, ; L ( \__ EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V, Section 8, Attorneys-in-Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUAL TY AND SURETY COMP ANY, and the FIDELITY AND DEPOSIT COMP ANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this cei:tificate; and I do further certify that Article V, Section 8, of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney ... Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUAL TY AND SURETY COMP ANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day ofMay, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this //�day of Sc... j , 20_12. ...--.. � .i. ... ·����\ !$'/r"°"'i�; �!t -·-JSi \%.\ 1• /.JI ·-;?<-'-·---).'t'.j>' "'''-....!a .......... Michael Bond, Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT ALL REQUIRED INFORMATION TO: Zurich American Insurance Co. Attn: Surety Claims 1299 Zurich Way Schaumburg, IL 60196-1056