Plains LPG License Original 2009

LPG TRANSPORTATION SYSTEM
LICENSE
ISSUED TO
PLAINS LPG SERVICES, L.P.

THIS LICENSE, issued by THE CITY OF EL MIRAGE (hereinafter called "Licensor" or
the "City"), a municipal corporation of the State of Arizona, to PLAINS LPG SERVICES, L.P., a
Delaware limited partnership authorized to transact business in the State of Arizona (hereinafter
called "Licensee”). :

WHEREAS, Licensee currently owns and operates an existing pipeline authorized by
Maricopa County under Special Use Permit No. Z 76-80, dated April 11, 1977, measuring 6 inches
(6”) in diameter and approximately three and one-half (3.5) miles in length now located within the
public ways in the City, for the transportation of liquid propane and butane gases from Licensee’s
existing Bumstead storage facilities to Licensee’s existing Bumstead rail terminal facility;

WHEREAS, Licensee has applied to Maricopa County for a major amendment to the
existing Special Use Permit (Case Number SUPPA2008156) to expand existing liquid propane and
butane gas storage and transmission facilities, including installation of two (2) additional pipelines
within the public ways;

WHEREAS, Licensee is applying to the City for permission fo use certain streets and public
ways for the placement of such two (2) additional pipelines measuring six inches (6”) each in
diameter and approximately three and one-half (3.5) miles in length for the transportation of liquid
ptopane and butane gases (hereinafter called “LPG Pipelines”) under, in, along and across certain
streets and public ways in the City; and

WHEREAS, it is necessary in the public interest that all uses within the right of way for
public roads, streets and alleys by individuals, corporations and political subdivisions be regulated
and controlled so that said public roads, streets and alleys may be effectively utilized and
maintained for their primary purposes as public ways; and

WHEREAS, the laws of the State of Arizona authorize the City Council to control and
manage said public roads, streets and alleys within the City.

NOW, THEREFORE, the Licensor hereby grants to Licensee this License.
SECTION 1. Permission Granted.

A. Subject to the provisions contained herein, and to the ordinance and resolution of
the City, Arizona State Statutes and the Constitution of the State of Arizona, the City hereby grants

to Licensee the nonexclusive revocable license, right and privilege to construct, install, operate,
maintain, and upgrade the LPG Pipelines in, under, along, and across certain streets and public

ways in the City as specifically identified on the map attached hereto as Exhibit A and made a part
hereof for all purposes, with designated specific streets and public ways as the authorized routes of
this license (the “License”).

B. As used herein, the term "streets and public ways" means the surface of and the
space below any public street, sidewalk, right-of-ways, alley, right-of-way easements, or other
public way of any type whatsoever. Licensee may construct, install, upgrade and operate additions
to its LPG Pipelines in City right-of-way other than that shown on Exhibit A with the additional
written consent of the Public Works Director, without further approval of the City Council. Any
such additions approved by the Public Works Director shall be at all times governed by the terms
and conditions of this License. In the event the Licensee makes additions, an amended Exhibit A
shall be produced by the Licensee.

Cc. If it is necessary for the Licensee to comply with any State or Federal law or
regulation to engage in business activities associated with use of the streets and public ways for the
LPG Pipelines, the Licensee shall comply with such laws or regulations as a condition precedent to
exercising any rights granted by this License.

SECTION 2. General Conditions.

A. There is hereby reserved to the City every right and power which is required to be
herein reserved or provided by any ordinance, resolution or statute, and the Licensee, by its
acceptance of this License, agrees to be bound thereby and to- comply with any action or
requirements of the City in its lawful exercise of such rights or power, heretofore or hereafter
enacted or established. Neither the granting of any License nor any provision hereof shall constitute
a waiver or bar to the exercise of any governmiental right or power of the City; provided however,
that the City shall not voluntarily impair the obligations of this License. The Licensee does not
waive its right to challenge any City action that it believes is unlawful.

B. The Licensee shall indemnify, defend, save and hold harmless the City and its
officers, agents and employees from and against all claims, damages, losses, and expenses of any
nature, including reasonable attomey’s fees sustained by the City on account of any suit, judgment,
execution, claim or demand whatsoever arising out of the performance of work by the Licensee and
its agents, employees and contractors pursuant to this License or the installation, operation or
maintenance of the LPG Pipelines authorized herein, whether or not any act or omission
complained of is authorized, allowed or prohibited by this License.

c. In the event of any litigation brought by third parties challenging the right of the
City to issue this License under Arizona state law, the City may, but is not required to, tender the
defense of such litigation to Licensee, which shall then defend the litigation; provided, however,
that if the City tenders such defense to Licensee, Licensee shall have the right to retain counsel of
its own choice, to settle all or any part of the litigation on terms acceptable to Licensee (and, where
such ferms directly obligate or affect the Licensor, acceptable to Licensor), or, at any time of its
election, to terminate its License under the termination terms provided in the License and withdraw

from any such litigation.

Dd. Licensee shall at all times during the term of this License carry, maintain, and pay
the cost of the liability insurance for the mutual benefit of the City and the Licensee: commercial
general liability insurance, written on an occurrence basis, against claims for bodily injury, death or
property damage occurring on or about the LPG Pipelines and appurtenances, which insurance shall
cover such claims as may be occasioned by any act, omission or negligence of the Licensee or its
officers, agents, representatives, employees or servants during ail times that the Licensee will be
using, maintaining and operating the LPG Pipelines. The minimum types of coverage and limits of
such liability coverage shall not be less than:

Type of Insurance/Minimum Limits of Liability

Commercial General Liability - $1,000,000 Combined Single Limit

Premises/Operations

Products/Completed Operations

Contractual

Independent Contractors (OCP)

Personal Injury with Exclusion "C" Deleted

Automobile Liability - $1,000,000 Combined Single Limit

Owned

Hired

Non-Owned

Workers' Compensation - Statutory Amounts

Employers’ Liability - $1,000,000 (each accident)

(1) The City shal! have no responsibility or liability for such insurance coverage.
An enumeration of specific insurance coverage and amounts shall not limit or restrict the
indemnity covenants contained in this License. The Licensee shall furnish the City with a
Certificate of Insurance. The Certificate shall be issued by an insurance company authorized to
transact business in the State of Arizona, or be named on the List of Authorized Insurers maintained

by the Arizona Department of Insurance. Insurance coverage shall not expire during the life of the
License. The Licensee shall provide a renewal certificate of the required insurance coverage to the

City not less than ten (10) days prior to the expiration date.

(2) Worker's Compensation and Employer's Liability: A letter of certification, from the
industrial Commission of Arizona, that the Licensee is insured by the State Compensation Fund or
is an authorized self-insurer or a Certificate of Insurance issued by an insurance company
authorized by the Arizona Department of Insurance to provide Worker's Compensation and
Employer's Liability insurance in the State of Arizona.

(3) Additional Insured: the City, a governmental entity, its officers, agents and
employees shall be named as the additional insured on all policies except Workers Compensation
and Employers' Liability, and this shall be indicated on the Certificate of Insurance issued to the
City. The Licensee's coverage shall be primary for any and all losses arising out of the performance
of this License.

SECTION 3. Plans Approval, Permits and Construction.

A. The LPG Pipelines herein provided for, to be constructed, installed, operated and
maintained hereunder, shall be so located or relocated as to interfere as little as possible with traffic
or other authorized uses over, under or through said streets and public ways. Those phases of
construction relating to traffic control, backfilling, compaction and paving, as well as the location
or relocation of said LPG Pipelines herein provided for, shall be subject to regulation by the City’s
Public Works Director. The Licensee shall keep accurate installation records ("as built") of the
location of all facilities in the streets and public ways and furnish them to the City upon request.
Licensee shall cooperate with the City to furnish such information in an electronic mapping format
compatible with the current City electronic mapping format. Upon completion of new or relocation
construction of underground facilities in the streets and public ways, the Licensee shall provide the
City with installation records ("as built") in an electronic format compatible with the current City
electronic mapping format showing the location of the underground and above ground facilities.
The acceptable electronic format will be in accordance with the City’s guidelines. Licensee shall
warrant the accuracy of all installation records and “as built” information provided City by
Licensee.

B. If, during the design process for public improvements the City discovers a potential
conflict with proposed construction, the Licensee shall either: (1) locate and, if necessary, expose its
facilities in conflict or (2) use a location service under contract with the City to locate or expose its .
facilities. Licensee shall reimburse the City for the cost resulting from number (2) above. The City
shall make every reasonable effort to design and construct projects pursuant to this Section so as to
avoid relocation expense to the Licensee. Licensee agrees to furnish the location information in a
timely manner, but in no case longer than 45 days.

Cc. The City reserves the prior and superior right to lay, construct, erect, install, use,
operate, repair, replace, remove, relocate, regrade, widen, realign, or maintain any street and public
ways, aerial, surface, or subsurface improvement, including but not limited to water mains, traffic
control conduits, cable and devices, sanitary or storm sewers, subways, tumnels, bridges, viaducts,

or any other public construction within the rights-of-way of the City limits.

D. When the City uses its prior superior right to the streets and public ways, the
Licensee shall move its property that is located in the streets and public ways, at its own cost, to
such a location as the City directs, Notwithstanding the foregoing, in the event the public purpose
project is paid for totally or in part by non-public funds, then the Licensee's costs of moving its
property shall be borne by the source of the non-public funds in the same ratio as the non-public
funds bear to the total project costs.

E. If, during the course of a City project, the City determines Licensee's facilities are in
conflict with the City project, the following shall apply:

1. Prior to Notice to Proceed to City's Contractor (Routine): The Licensee
shall, within a reasonable time, but in no event exceeding 6 months, remove or relocate the
conflicting facility. This time period shall begin running upon receipt by the Licensee of written
notice from the City. However, if both the City and the Licensee agree, the time frame may be
extended based on the requirements of the project.

2. Subsequent to City Notice to Proceed to Contractor: The City and Licensee
will immediately begin the coordination necessary to remove and relocate the facilities. Actual
construction to remove or relocate such facilities will begin within a commercially reasonable time
after the notice period from the City and following Licensee's obtaining a permit for such
construction.

F, The Licensee agrees to obtain a permit as required by this License prior to
removing, relocating or reconstructing, if necessary, any portion of its LPG Pipelines.
Notwithstanding the foregoing, the City understands and acknowledges there may be instances
when the Licensee is required to make repairs that are of an emergency nature. The Licensee will
notify the City prior to such repairs, if practicable, and will obtain the necessary permits in a
reasonable time after notification.

G. If, in the installation, use or maintenance of its LPG Pipelines, the Licensee damages
_ot disturbs the surface or subsurface of any streets or public ways or adjoining public property or
the public improvement located thereon, therein, or thereunder, the Licensee shall promptly, at its
own expense, and in a manner acceptable to the City, restore the surface or subsurface of the streets
or public ways or public property, or repair or replace the public improvement thereon, therein, or
thereunder, in as good a condition as before such damage or disturbance. If such restoration, repair
or replacement of the surface, subsurface or any structure located thereon, therein, or thereunder is
not completed within thirty (30) days, or such repair or replacement does not meet the City's duly
adopted standards, the City shall promyptly notify the Licensee. Licensee shall have thirty (30) days
or such longer period of time as necessary as agreed to by the City, if such work cannot be
accomplished within thirty (30) days, to restore, repair or replace the surface, subsurface or any
structure located thereon, therein, or thereunder. If Licensee does not accomplish such restoration,
repair or replacement within the timeframes established herein, the City shall have the right to

perform the necessary restoration, repair, or replacement, either through its own forces or through a
hired contractor, and the Licensee agrees to reimburse the City for its expenses in so doing within
thirty (30) days after its receipt of the City's invoice therefor.

H. The City shall not bear any cost of relocation of existing facilities, irrespective of the
function served, where the City facilities or other facilities occupying the streets or public ways
under authority of a City permit or License which must be relocated, are already located in the
streets or public ways and the conflict between the Licensee’s potential facilities and existing
facilities can only be resolved expeditiously as determined by the City by the movement of the
existing City or permittee facilities.

I If Licensee's relocation effort so delays construction of a public project causing the
City fo be liable for delay or other damages, the Licensee shall reimburse the City for those
damages attributable to the delay created by the Licensee. In the event the Licensee should dispute
the amount of damages attributable to the Licensee, the matter shall be referred to the Dispute
Resolution Board as hereinafter defined. The Dispute Resolution Board shall consist of one
member selected by the City, one member selected by the Licensee, and a third person agreed upon.
by both parties, The person agreed upon by both parties shall be chairperson of the Dispute
Resolution Board, Expenses for the Dispute Resolution Board shal! be shared equally by the City
and the Licensee. The Boatd will hear the dispute promptly, and render an opinion as soon as
possible, but in no case later than 60 days after notification by the City of Licensee's allocated share
of damages suffered by the City. All decisions of the Dispute Resolution Board are non-binding on
either the City or the Licensee; however the findings of the Dispute Resolution Board shall be
admissible in any legal action. The City and the Licensee shall accept or reject findings of the
Dispute Resolution Board within 30 days after receipt of the findings. If damages are assessed by
the Dispute Resolution Board, and accepted by the City and the Licensee, the Licensee shall pay the
City within 30 days. Late charges of 5% and interest charges of 1-1/2% per month shall be added
for late payment. Nothing herein shall prohibit a mutual agreement between the City and the
Licensee to use alternative dispute resolution for other disputes related to different License
provisions.

J. In the event the City becomes aware of a potential delay involving the Licensee's
facilities, the City shall notify the Licensee within thirty (30) days of becoming aware of this
potential delay.

K. Whenever the Licensee shall cause any opening or alteration whatsoever to be made
for any purpose in any streets or public ways, the work shall be completed within a reasonable time,
and the Licensee shall, without expense to the City and upon the completion of such work, restore
the property disturbed in a manner consistent with the City's duly adopted standards, or as required
by their permit which may incorporate special standards when required for City purposes.

L. The installation, use and maintenance of the Licensee's LPG Pipelines within the
streets and public ways authorized herein shall be in such a manner as not to interfere with the
City's placement, construction, use and maintenance of its streets and public ways, street lighting,

water pipes, drains, sewers, traffic signal systems or other City systems that have been, or may be,
installed, maintained, used or authorized by said City.

M. The Licensee agrees not to install, maintain or use any of its LPG Pipelines in such a
manner as to damage or interfere with any existing facilities of another utility located within the
streets and public ways of the City and agrees to relocate its facilities, if necessary, to accommodate
another facility relocation, which is requested by the City, that has a tight to locate within the streets
and public ways.

N. The Licensee shall obtain permits from the City for all construction, installation,
erection, enlargement, replacement, extension and relocation in the streets and public ways, which
permits the City shall issue on such conditions as are reasonable and necessary fo ensure
compliance with the terms and conditions of this License. Further, the Licensee shall reimburse the
City for the location of the Licensee's facilities for design and construction purposes, and reimburse
the City for pavement damage as specified in Section 3.G of this License. Reimbursement for plan
review, inspection, location services, design costs, and pavement damage is separate, and in
addition to, any other License fees included in this License. The Licensee, at the time of or prior to
submitting construction plans, shall provide the City with a description of the LPG Pipelines in
sufficient detail for the City to determine compliance with this License.

0. The entire cost of relocation shall be bome by the City if the Licensee is required by
the City to relocate facilities which are located in private easements or rights-of-ways obtained by
the Licensee prior to the dedication of the public street or easement from which the facilities must
be relocated. These prior rights of the Licensee would also be unaffected by any subsequent
relocation. "Prior rights" as used in this paragraph means rights obtained by the Licensee prior to
the dedication of the streets or public ways from which the facilities are requested by the City to be
relocated.

P. Subject to the City ordinances, resolutions and regulations and Arizona State
Statutes, the City shall have the right, in the case of a public emergency, to sever, disrupt, dig-up or
otherwise destroy facilities of Licensee, without any prior notice if such action is deemed
reasonably necessary by the City Council or Public Works Director. A public emergency shall be
any condition which, in the opinion of any of the officials named, poses an immediate threat to the
lives or property of the citizens of City, caused by any natural or man-made disaster, including, but
not limited to, storms, floods, fire, accidents, explosions, major water main breaks, hazardous
material spills, etc. Licensee shall be responsible for repair at its sole expense of any of its facilities
damaged pursuant to any such action taken by City.

Q. Any trimming of trees by the Licensee in the streets and public ways shall be subject
to such regulation as the City Council or other authorized official may establish to protect the public
health, safety and convenience.

SECTION 4. Records and Locator Service of Facilities.

A. The Licensee shall comply with Arizona Revised Statutes Section 40-360.21 et seq.
by participating as a member of the Arizona Blue Stake Center with the necessary records and
persons to provide location service of Licensee's facilities upon receipt of a locate call or as
promptly as possible, but in no event later than five (5) working days. A copy of their agreement or
proof of membership shall be filed with the City.

SECTION 5. Removal of LPG Pipelines upon Abandonment, Termination or Revocation of
License. ;

If the Licensee abandons use of its LPG Pipelines, then the facilities are required to be
removed from the streets and public ways to the satisfaction of the City by Licensee, at Licensee's
sole cost. Upon revocation or termination of the privilege herein granted, Licensee shall to the
satisfaction of the City and, without cost or expense to the City, promptly remove its LPG
Pipelines. Upon removal of such LPG Pipelines, Licensee, at its sole expense, shall restore the
public rights-of-way where disturbed by such removal to a reasonable condition under the
supervision and to the reasonable satisfaction of the City. Any such facilities which are not removed
by Licensee within one hundred twenty days (120) of either such date of abandonment, termination,
or revocation or of the date the City issued a permit authorizing removal, whichever is later, shall
be removed by the City at Licensee’s sole cost. The City shall notify the Arizona Blue Stake Center
to record facilities removed from the public rights-of-way.

SECTION 6, License Fees

A. The Licensee agrees to pay to the City as consideration for the granting of this
License a minimum of $5,000 annually or $0.54 per lineal foot annually, whichever is greater, for a
nonexclusive right to place and maintain the LPG Pipelines in the City streets and public ways as
specified in Exhibit A. This annual fee is earned each year on the anniversary date of the first
annual footage fee, as set forth in paragraph B below, and payable to the City.

B. The City shall calculate the first annual footage fee based on number of lineal feet as
specifically identified and approved for installation on Exhibit A. The first annual footage fee shall
be due and payable 60 days after issuance of the License.

Cc. Payment by the Licensee to the City shall be made in United States legal tender.
Paymetits shall be considered timely if postmarked on or before the due date. If License fees are not
paid by the due date, interest of 1.5% per month shall accrue on the entire amount due. Any
payment received shall first be applied to any interest charges owed, then to any penalty owed and
then to any Licensee fee owed.

SECTION 7. Term of License.
The License granted herein shall continue and exist for a period of 20 years from the

effective date unless sooner canceled as provided in Section 12 below. The effective date shall be
the date on which the last party executes the License. Beginning on the second year of this License

and annually thereafter for so long as this License is in effect, Licensee agrees to pay Licensor the
annual fee, as established in Section 6 above, increased by the “CPI Adjustment” based on the
Consumer Price Index, All Urban Customers, All Items, U.S. City Average, Not Seasonally
Adjusted (Series ID #CUUROOOOSAO; 1982-84 = 100) (the “Consumer Price Index” or the
“CPI”), published by the United States Department of Labor, Bureau of Labor Statistics, or any
successor or substitute index published as a replacement for the CPI by any United States
governmental agency. If a substitute or successor index is unavailable, the parties shall agree to use
other comparable statistics to calculate the CPI Adjustment. The “CPI Adjustment” hereunder is a
fraction, the numerator of which is the Consumer Price Index for the month of June immediately
preceding the year in which the adjustment in the annual fee is to take place, and the denominator
of which is the Consumer Price Index for the month of June immediately preceding the year used in
the numerator, adjusted to the nearest one-tenth of a percent.

SECTION 8. License Non-transferable.

The tight, privileges, and License granted hereunder shall not be assigned without the
express written consent of the City by an ordinance or resolution passed by the City Council, which
consent shall not be unreasonably withheld or delayed, except that Licensee may assign this License
in whole or in part, without such consent, to a parent, subsidiary or other affiliated entity of
Licensee, or to any corporation into which Licensee may be merged or consolidated or which
purchases all or substantially all of Licensee's assets, or for the purpose of obtaining financing. This
paragraph shall not be construed to prohibit Licensee from selling, leasing or transferring the LPG
Pipelines in the ordinary course of business. If the City's consent is not required for an assignment,
the assignee will notify the City of the assignment within 60 days following the assignment. The
new Licensee as approved by the City shall be equally subject to all the obligations and privileges
of the original License including any amendments, which will remain in full effect, as if the new
Licensee was the original Licensee.

SECTION 9. Nonextlusive License.

This grant is not exclusive, and nothing herein contained shall be construed to prevent the
City from granting other like or similar grants or privileges to any other person, firm or corporation,
or to deny to or lessen the powers and privileges granted the City under the Constitution and laws of
the State of Arizona. :
SECTION 10. Cancellation of License.

A. The License granted hereunder may be canceled prior to its date of expiration by the
Licensee upon express written notice to the City. The City may revoke, alter, suspend, or cancel this
License at any time it deems necessary for material breach of the following:

1) Failure to file and maintain items required by the License;

2) Failure to meet any conditions established in this License;

3) Any sale, lease, assignment, or transfer of control of its License in violation
of Section 8 of this Agreement without prior consent of the City;

4) Repeated failure, as determined by the Licensor, to maintain facilities and
operations in the streets and public ways under the standards prescribed by the City
for safety, operation, maintenance, and general work in the streets and public ways
according to City requirements and codes.

B. The City may revoke, alter, suspend or cancel this License if there is any change in
state law affecting the authority of the City to issue licenses placed in the streets and public ways.

Cc. Before canceling the License, the City Council or its designee, shall make a written
demand that the Licensee comply within forty-five (45) days or within such other specific period as
may be specified herein regarding notice to the Licensee. If a violation by the Licensee continues
for a period beyond that set forth in the written demand without written proof that corrective action
has been taken or is being actively and expeditiously pursued, the City may revoke, alter, suspend
or cancel this License.

This License executed this_5"* day of _ June , 2009.

by EF Lil

Fred Watétman, Mayor, City of El Mirage

ATTEST: Approval As To Form:

_
“Pichnd CIPS. ETD. ae
Richard Saathoff, Clerk offCobrtil Richard Flaaen, City Attorney

ACCEPTED: PLAINS LPG SERVICES, L.P., a Delaware limited partnership

By Plains LPG Services GP LLC

Name, Lot ( russ.
Its \ice President.

10

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