ONEOK NGL PIPELINE, LLC — Notice of Probable Violation

party submissionOfficial PDF320135015_Operator Petition for Reconsideration_11162016.pdf#

party submissionOfficial PDF320135015_Operator_Request_for_Hearing_07122013.pdf#

party submissionOfficial PDF320135015_Operator_Response_to_Notice_07122013.pdf#

320135015_Consent Agreement and Order_10232018_text.pdf, page 1Official PDFU.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ____________________________________ ) In the Matter of ) ) ONEOK NGL Pipeline, L.P., ) ONEOK NGL Pipeline, L.L.C., and ) CPF Nos. 3-2013-5014 ONEOK Underground Storage ) 3-2013-5015 Company, L.L.C., collectively, ) 3-2013-5020 ) Respondents. ) ____________________________________) CONSENT AGREEMENT AND ORDER Whereas, on May 13, 2013, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), issued two Notices of Probable Violation, Proposed Civil Penalties, and Proposed Compliance Orders (NOPVs) to ONEOK NGL Pipeline, L.P., ONEOK NGL Pipeline, L.L.C. (ONEOK NGL Pipeline), and ONEOK Underground Storage Company, L.L.C. (ONEOK Underground Storage) (collectively, ONEOK or Respondents).1 On July 3, 2013, OPS issued a third NOPV to ONEOK.2 Whereas, ONEOK NGL Pipeline operates approximately 11,500 miles of pipeline transporting hazardous liquids, including approximately 11,000 miles transporting highly volatile liquids in Texas, Oklahoma, Kansas and several other states.3 The ONEOK system includes natural gas liquids (NGL) fractionation facilities and associated underground storage facilities located in Bushton, Kansas (Bushton Plant). ONEOK Hydrocarbon, L.P. (ONEOK Hydrocarbon) is the operator of the fractionation facilities and associated piping at the Bushton Plant. ONEOK Underground Storage is the operator of the underground storage facilities and associated piping at the Bushton Plant. Whereas, at the request of Respondents and in accordance with 49 C.F.R. § 190.211, informal hearings were held in Kansas City, Missouri, before a Presiding Official from the Office of Chief 1 CPF No. 3-2013-5014 and CPF No. 3-2013-5015. 2 CPF No. 3-2013-5020. OPS issued an amended NOPV in CPF No. 3-2013-5020 on August 15, 2013. 3 This information is reported by Respondents for calendar year 2016 pursuant to 49 C.F.R. § 195.49. Consent Agreement and Order Page | 1#

320135015_Consent Agreement and Order_10232018_text.pdf, page 2Counsel, PHMSA.4 The Associate Administrator for Pipeline Safety issued Final Orders in all three enforcement cases on October 12, 2016 (Final Orders), assessing civil penalties in the total amount of $731,900 and adopting compliance orders requiring that ONEOK implement specified actions at the Bushton Plant.5 Whereas, on November 16, 2016, pursuant to 49 C.F.R. § 190.243, and after receiving an extension of time, Respondents filed a Petition for Reconsideration regarding the compliance order issued in CPF No. 3-2013-5015. On December 5, 2016, Respondents also filed a Payment of Penalties Under Protest for CPF No. 3-2013-5020 and CPF No. 3-2013-5014 and paid a total of $572,900 in civil penalties. On December 15, 2016, ONEOK filed a Compliance Action Made Under Protest for CPF No. 3-2013-5014. Whereas, on February 25, 2013, ONEOK Hydrocarbon, ONEOK Underground Storage, and ONEOK NGL Pipeline filed a Petition for Review of certain PHMSA letters of interpretation in the United States Court of Appeals for the District of Columbia Circuit in ONEOK Hydrocarbon, et al. v. U.S. Dep’t of Transportation, et al., No. 13-1040. Whereas, on January 6, 2017, ONEOK Hydrocarbon, ONEOK Underground Storage and ONEOK NGL Pipeline filed Petitions for Review of the Final Orders in the United States Court of Appeals for the District of Columbia in ONEOK Hydrocarbon, et al. v. U.S. Dep’t of Transportation, et. al., Nos. 17-1004, 17-1005, and 17-1006. Whereas, on January 12, 2017, the court granted ONEOK’s unopposed motion to consolidate all of the Petitions for Review and to hold the consolidated case in abeyance pending resolution of the Petition for Reconsideration filed in CPF No. 3-2013-5015.6 Whereas, on June 14, 2017, a meeting between ONEOK and PHMSA (Parties) was held at PHMSA Headquarters in Washington, DC, to discuss resolution of the issues pending in these enforcement cases. The Parties have engaged in good-faith discussions regarding the Final Orders and have agreed that settlement of these proceedings will avoid further administrative proceedings or litigation, and that entry of this Consent Agreement and Order is the most appropriate means of resolving the Final Orders without additional adjudication of any issue of fact or law. 4 A hearing concerning the NOPV in CPF No. 3-2013-5015 was held on November 14-15, 2013. A separate hearing concerning the NOPVs in CPF Nos. 3-2013-5014 and 3-2013-5020 was held on January 15, 2014. 5 A Corrected Final Order was issued for CPF No. 3-2013-5015 on October 13, 2016, due to a typographical error. 6 ONEOK Hydrocarbon, et al. v. U.S. Dep’t of Transportation, et al., D.C. Cir. Nos. 13-1040, 17-1004, 17-1005, and 17-1006 (consolidated under No. 13-1040). Consent Agreement and Order Page | 2#

320135015_Consent Agreement and Order_10232018_text.pdf, page 3NOW, THEREFORE, upon consent and agreement of the Parties, it is hereby Ordered and Adjudged as follows. A. PHMSA’s Jurisdiction and Regulatory Oversight 1. 2. 3. 4. 5. ONEOK acknowledges, as operator of the Bushton Plant, that the Bushton Plant is subject to PHMSA’s jurisdiction under the Federal pipeline safety laws, 49 U.S.C. § § 60101, et seq., and the regulations and administrative orders issued thereunder, as found by the Final Orders. Although the parties agree that the Bushton Plant is subject to PHMSA’s jurisdiction, as described in the Final Orders, for purposes of this Consent Agreement and Order, and subject to conditions and limitations set forth herein, the Parties agree that PHMSA will exercise regulatory oversight over certain portions of the Bushton Plant, identified as the “PHMSA Regulated Piping” in the drawing attached as Exhibit A, and the photographs attached as Exhibit B to this Consent Agreement and Order, which exhibits are incorporated herein by reference. Such Exhibits shall be considered Business Confidential Information submitted voluntarily by ONEOK pursuant to the Freedom of Information Act (FOIA) and otherwise to contain critical energy infrastructure information. The scope of the PHMSA Regulated Piping and the Exhibits might change in the future, based on the reviews described by Paragraph 6 below. ONEOK acknowledges that it has marked its physical facilities and revised appropriate drawings to identify the PHMSA Regulated Piping, as reflected in the Exhibits attached hereto, and that, consistent with the provisions of this Consent Agreement and Order, ONEOK will comply with 49 C.F.R. Part 195 with respect to the PHMSA Regulated Piping. The piping at the Bushton Plant that is not identified in the Exhibits to this Consent Agreement and Order as the PHMSA Regulated Piping, and the piping at the Bushton Plant that is not identified as PHMSA Regulated Piping upon review as required in Paragraph 6 of this Consent Agreement and Order, is subject to regulatory oversight by the United States Occupational Safety and Health Administration (OSHA) and is referred to as “OSHA Regulated Piping”. If OSHA expressly declines to apply Process Safety Management (PSM) regulations to any portion of the OSHA Regulated Piping, PHMSA will assume regulatory oversight of that portion. Nothing in this Consent Agreement and Order affects the regulatory oversight of PHMSA and/or OSHA over any portion of the Bushton Plant not specifically identified in the Exhibits to this Consent Agreement and Order. For purposes of this Consent Agreement and Order, PHMSA Regulated Piping shall be identified at the frequency described in Paragraph 6 in accordance with the following criteria: a. For purposes of this Consent Agreement and Order and identifying PHMSA Regulated Piping, the fractionation facilities at the Bushton Plant shall be deemed to be “processing” facilities. b. Piping located downstream of the first inbound pressure control device entering the Bushton Plant and upstream of the last pressure control device leaving the Bushton Plant is PHMSA Regulated Piping if the predominant use of such piping is to bypass Consent Agreement and Order Page | 3#

320135015_Consent Agreement and Order_10232018_text.pdf, page 46. 7. processing (i.e., is used for a predominantly transportation purpose). If the predominant use of such piping is for processing purposes or is only occasionally used to bypass processing (such as to accommodate temporary maintenance or repairs or other short-term events) such piping is OSHA Regulated Piping. c. Piping that predominantly bypasses a pressure control device or that bypasses a processing facility that is no longer in service is PHMSA Regulated Piping. d. Piping that is located on the grounds of the Bushton Plant that connects two (2) processing units, or is otherwise used for a processing purpose, is OSHA Regulated Piping if the piping is located downstream of the first pressure control device entering the Bushton Plant and upstream of the last pressure control device leaving the Bushton Plant. e. Pumps and associated controls used predominantly to move product for transportation purposes are subject to the requirements of 49 C.F.R. Part 195. f. Piping associated with underground storage used for the purpose of managing the processing facility inventory is OSHA Regulated Piping. Piping associated with storage caverns used for transportation is PHMSA Regulated Piping. ONEOK will review the predominant use of the PHMSA Regulated Piping and the OSHA Regulated Piping at intervals not exceeding 15 months, but at least once each calendar year, to determine whether or not the predominant use of piping has changed. ONEOK will also review the predominant use of any newly constructed pipe at the Bushton Plant upon construction completion. If, after conducting the review required by this Paragraph, ONEOK determines that any portion of the PHMSA Regulated Piping or newly constructed piping is predominantly used for processing purposes, that portion shall thereafter be considered OSHA Regulated Piping. If, after conducting the review required by this Paragraph, ONEOK determines that any portion of the OSHA Regulated Piping or newly constructed piping is predominantly used for transportation purposes, that portion shall thereafter be considered PHMSA Regulated Piping. If any such changes occur, ONEOK will revise the physical demarcations and appropriate drawings and procedures, and other relevant records, consistent with current PHMSA regulations and policy or consistent with current OSHA regulations and policy, as the case may be. ONEOK will revise its records, as necessary, to incorporate new information obtained during these reviews. ONEOK will give written notice to the Director of any changes to the classification of piping as PHMSA Regulated Piping or OSHA Regulated Piping, and will submit to the Director copies of drawings, similar in form to the Exhibits, that are revised as a result of a review undertaken pursuant to this Paragraph. The Parties agree that, if PHMSA objects to any change in classification of piping as PHMSA Regulated Piping or OSHA Regulated Piping, the parties will meet and confer to resolve their disagreement. The underground storage caverns at the Bushton Plant, which store hazardous liquid petroleum products, are subject to the safety regulations and requirements of the Kansas Department of Health and Environment. This does not preclude future regulation of Consent Agreement and Order Page | 4#

320135015_Consent Agreement and Order_10232018_text.pdf, page 5ONEOK’s underground storage caverns by PHMSA should PHMSA issue minimum safety standards for underground hazardous liquid storage facilities. B. Implementation of Part 195 8. According to the timing and deadlines set forth herein, and subject to the conditions and scope limitations set forth herein, the PHMSA Regulated Piping shall be subject to PHMSA’s 49 C.F.R. Part 195 regulations. With respect to existing piping that will become PHMSA Regulated Piping on the Effective Date of this Consent Agreement and Order, ONEOK shall implement the applicable requirements of Part 195 no later than 90 days after such Effective Date. The date on which such implementation is completed will be the “In- Service Date” for such piping. With respect to any OSHA Regulated Piping that becomes PHMSA Regulated Piping in the future pursuant to Paragraphs 5 & 6 hereof, ONEOK shall implement the applicable requirements of Part 195 no later than 90 days after the date that ONEOK provides notification to the Director pursuant to Paragraph 6 hereof that such piping has become PHMSA Regulated Piping. ONEOK may request an extension of time beyond the 90-day period by providing a written request to the Director along with a reasonable basis no later than fifteen (15) business days before the completion deadline. Not later than five (5) business days following receipt of a request for an extension of time, the Director shall grant or deny such request in writing. The Director shall provide a reasonable basis for any denial of a request for an extension of time. C. Record-Keeping 9. ONEOK will retain records relating to compliance with Part 195 with respect to piping that becomes PHMSA Regulated Piping on or after the In-Service Date in conformance with the recordkeeping provisions of Part 195. 10. Subject to the provisions of this Consent Agreement and Order, ONEOK’s historical (i.e., for the time period prior to the In-Service Date of any piping that becomes PHMSA Regulated Piping hereunder) records of maintenance and operations, pipeline integrity, and testing related to the PHMSA Regulated Piping and OSHA Regulated Piping shall be available to PHMSA for informational purposes. Such historical records include, but are not limited to, records pertaining to inspections, corrosion control, leaks, abnormal operating conditions, failure records, along with any related with root cause analysis reports, mill test reports (MTR) and hydrostatic pressure testing. ONEOK will maintain any such historical records, existing upon the Effective Date, for the life of the facility. 11. The Parties acknowledge that, with respect to the PHMSA Regulated Piping and the OSHA Regulated Piping, Respondents do not possess complete historical documentation related to compliance with Part 195 of PHMSA’s regulations. Therefore, this Consent Agreement and Order shall not be interpreted as establishing an obligation or creating a liability with respect to any provision of Part 195 for the period before any In-Service Date on which piping becomes PHMSA Regulated Piping pursuant to this Consent Agreement and Order. Consent Agreement and Order Page | 5#

320135015_Consent Agreement and Order_10232018_text.pdf, page 612. ONEOK agrees to maintain records of review, demarcation, and drawings related to the facility reviews that ONEOK will perform under Paragraph 6 for a period of at least five (5) years following completion of each review. 13. For any review documentation or other deliverables required to be submitted to PHMSA pursuant to this Consent Agreement and Order, ONEOK may assert a claim of business confidentiality or other protections applicable to the release of information by PHMSA, covering part or all of the information required to be submitted to PHMSA pursuant to this Consent Agreement and Order in accordance with 49 C.F.R. Part 7. Any claim of confidentiality shall be marked in writing on each page, and shall include a statement specifying the grounds for each claim of confidentiality. PHMSA will determine whether to release any such information submitted pursuant to this Consent Agreement and Order in accordance with 49 C.F.R. Part 7, the Freedom of information Act, 5 U.S.C. § 552, DOT and PHMSA policies, and other applicable regulations and Executive Orders. D. The Administrative and Judicial Proceedings 14. PHMSA accepts the payment of $572,900 which ONEOK remitted under protest to PHMSA on December 5, 2016, as full accord and satisfaction of Respondents’ civil penalty assessment in these enforcement proceedings. 15. Immediately upon the Effective Date, the Parties will file a joint motion of voluntary dismissal asking the Court to dismiss, with prejudice, the Petitions for Review filed in ONEOK Hydrocarbon, et al. v. U.S. Dep’t of Transportation, et al., D.C. Cir. Nos. 13-1040, 17-1004, 17-1005, and 17-1006 (consolidated under No. 13-1040), with each Party bearing its own costs and fees. 16. Upon issuance of this Consent Agreement and Order and the Court’s dismissal of the Petitions for Review, these enforcement proceedings will be closed, and ONEOK’s Petition for Reconsideration of the Final Order issued in CFP No. 3-2013-5015 and protests will be deemed moot. E. Miscellaneous Provisions 17. The terms of this Consent Agreement and Order shall become effective (i.e. “Effective Date”) upon the last day of execution by the Parties’ respective authorized representatives. This Consent Agreement and Order may be modified only by written agreement signed by both Parties. 18. ONEOK consents to the issuance of this Consent Agreement and Order, and hereby waives any further procedural requirements with respect to its issuance. ONEOK waives all rights to contest the adequacy of notice, or the validity of this Consent Agreement and Order, including all rights to administrative or judicial hearings or appeals; provided, however, that any dispute concerning the implementation of this Consent Agreement and Order shall be resolved in the manner provided in Paragraph 28. Consent Agreement and Order Page | 6#

320135015_Consent Agreement and Order_10232018_text.pdf, page 719. This Consent Agreement and Order affirms and upholds all findings of violation of PHMSA regulations set forth in the Final Orders. This Consent Agreement and Order supersedes the Compliance Order contained in the Corrected Final Order issued by PHMSA in CPF No. 3- 2013-5015 on October 13, 2016. Each allegation of violation cited in the Notice may be considered by PHMSA as a prior offense in any future enforcement action brought against Respondents by PHMSA. This Consent Agreement and Order, however, does not constitute a finding of violation of any other Federal law or regulation and may not be used in any civil proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation or requirement, except in a proceeding to enforce the provisions of this Consent Agreement and Order. 20. This Consent Agreement and Order shall apply to and be binding upon PHMSA and its successors and upon ONEOK and its successors and assigns. ONEOK agrees to provide a copy of this Consent Agreement and Order to the officers of ONEOK NGL Pipeline and ONEOK Underground Storage who are responsible for pipeline operations. A copy of this Consent Agreement and Order and any incorporated work plans and schedules will be maintained at the Bushton Plant and will be made available to ONEOK employees whose duties might reasonably include compliance with the terms of the Consent Agreement and Order. 21. For all transfers of ownership interests or operating responsibility of the Bushton Plant, ONEOK shall provide a copy of this Consent Agreement and Order to the prospective transferee at least 30 days prior to such transfer and subsequently shall provide written notice of any such transfer to the Director not more than 60 days following any such transfer. 22. All references to “Director” in this Consent Agreement and Order shall refer to the Director, Central Region, PHMSA Office of Pipeline Safety. Information, reports, and notifications required by this Consent Agreement and Order shall be submitted to: Director, Central Region, PHMSA Office of Pipeline Safety, 901 Locust Street, Suite 462, Kansas City, MO 64106. 23. Subject to the terms of this Consent Agreement and Order, no provision contained herein affects or relieves ONEOK of its responsibility to comply with all applicable requirements of the Federal pipeline safety laws, 49 U.S.C. §§ 60101, et seq., and the regulations and orders issued thereunder regarding the PHMSA Regulated Piping. Nothing in this Consent Agreement and Order shall limit or reduce PHMSA's right of access, entry, inspection, and information-gathering or its authority to bring enforcement actions against ONEOK pursuant to the Federal pipeline safety laws, the regulations and orders issued thereunder, or any other applicable provision of Federal or State law. 24. This Consent Agreement and Order does not waive or modify any Federal, State, or local laws or regulations that are applicable to ONEOK’s pipeline systems. This Consent Agreement and Order is not a permit, or a modification of any permit, under any Federal, State, or local laws or regulations. ONEOK remains responsible for achieving and maintaining compliance with all applicable Federal, State, and local laws, regulations and permits. Consent Agreement and Order Page | 7#

320135015_Consent Agreement and Order_10232018_text.pdf, page 825. This Consent Agreement and Order does not create rights in, or grant any cause of action to, any third person not a party to this Consent Agreement and Order. The U.S. Department of Transportation (DOT) is not liable for any injuries or damages to persons or property arising from acts or omissions of ONEOK or its officers, employees, or agents carrying out the work required by this Consent Agreement and Order. 26. This Consent Agreement and Order shall be subject to all enforcement authorities available to PHMSA under 49 U.S.C. §§ 60101, et seq., and 49 C.F.R. Part 190, including administrative civil penalties under 49 U.S.C. § 60122, of up to $205,638 per violation for each day the violation continues. This shall include any failure of ONEOK to comply with the terms of this Consent Agreement and Order. All maps, drawings, schematics, and associated schedules set forth or referenced in this Consent Agreement and Order, or attached as an exhibit to this Consent Agreement and Order, shall be automatically incorporated into this Consent Agreement and Order and shall be enforceable in the same manner. 27. This Consent Agreement and Order constitutes the final, complete and exclusive agreement and understanding between the Parties with respect to the settlement embodied in this Consent Agreement and Order, and the Parties acknowledge that there are no representations, agreements or understandings relating to the settlement other than those expressly contained in this Consent Agreement and Order. 28. The Director and ONEOK will attempt to resolve any disputes arising under this Consent Agreement and Order informally. If Respondents and the Director are unable to informally resolve the dispute within forty-five (45) days of receipt of Respondents’ written notice invoking dispute resolution, Respondents may request in writing, within fifteen (15) days thereafter, a written determination resolving the dispute from the Associate Administrator for Pipeline Safety, along with all information that Respondents believe is relevant to the dispute. If the request is submitted as provided herein, the Associate Administrator will issue a final determination in writing. The existence of a dispute and PHMSA’s consideration of matters placed in dispute will not excuse, toll, or suspend any term or timeframe for completion of any work to be performed under this Agreement during the pendency of the dispute resolution process, except as otherwise agreed by the Director or the Associate Administrator in writing. F. Ratification 29. The Parties’ undersigned representatives certify that they are fully authorized to enter into the terms and conditions of this Consent Agreement and Order and to execute and legally bind each such Party. Consent Agreement and Order Page | 8#

320135015_Consent Agreement and Order_10232018_text.pdf, page 930. The Parties hereby agree to all conditions and terms of this Consent Agreement and Order: For PHMSA: For Respondents: _________________________ _______________________ Alan K. Mayberry Wesley Christensen Associate Administrator Senior Vice President, for Pipeline Safety Operations _________________________ ________________________ Date Date Consent Agreement and Order Page | 9#

320135015_Final Order_10132016_text.pdf, page 1Official PDFOctober 13, 2016 Mr. Terry K. Spencer President and CEO ONEOK NGL Pipeline, L.P. 100 W. Fifth Street Tulsa, Oklahoma 74103 Re: CPF No. 3-2013-5015 Dear Mr. Spencer: With regard to the above-referenced case, this Order is being corrected due to a typographical error in Item 1 of the Civil Penalty Assessment. The Final Order makes findings of violation, withdraws one alleged violation, assesses a civil penalty of $159,200, and specifies actions that need to be taken by ONEOK to comply with the pipeline safety regulations. The penalty payment terms are set forth in the Final Order. When the civil penalty has been paid and the terms of the compliance order completed, as determined by the Director, Central Region, this enforcement action will be closed. Service of the Final Order is made pursuant to 49 C.F.R. § 190.5. Thank you for your cooperation in this matter. Sincerely, Alan K. Mayberry Acting Associate Administrator for Pipeline Safety Enclosure cc: Mr. Allan Beshore, Director, Central Region, OPS Mr. Vince Murchison, Murchison Law Firm, PLLC 325 North St. Paul Street, Suite 2700, Dallas, Texas 75201 CERTIFIED MAIL – RETURN RECEIPT REQUESTED#

320135015_Final Order_10132016_text.pdf, page 2U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ___________________________________ In the Matter of ) ONEOK NGL Pipeline, L.P., ) ONEOK NGL Pipeline, L.L.C., and ) CPF No. 3-2013-5015 ONEOK Underground Storage ) Company, L.L.C., collectively, ) ) ) ) Respondent. ) ___________________________________ ) FINAL ORDER During the period from May 2008 to April 2011, pursuant to 49 U.S.C. § 60117, representatives of the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), conducted a compliance review of the natural gas liquids facility of ONEOK NGL Pipeline, L.P., ONEOK NGL Pipeline, L.L.C., and ONEOK Underground Storage Company, L.L.C. (collectively, ONEOK or Respondent) in Bushton, Kansas.1 ONEOK operates 11,500 miles of pipeline transporting hazardous liquids, including approximately 11,000 miles transporting highly volatile liquids in Texas, Oklahoma, Kansas and several other states.2 As a result of the inspection, the Director, Central Region, OPS (Director), issued a Notice of Probable Violation, Proposed Civil Penalty, and Proposed Compliance Order to Respondent on May 13, 2013 (Notice).3 In accordance with 49 C.F.R. § 190.207, the Notice alleged that Respondent committed six violations of the hazardous liquids pipeline safety regulations and proposed a civil penalty of $230,800 for the alleged violations. The Notice also proposed corrective action for two of the alleged violations. After receiving an extension of time, ONEOK responded to the Notice on July 12, 2013. ONEOK contested the jurisdiction of PHMSA, contested the merits of the alleged violations and requested a hearing. Additional written materials were submitted by Respondent on October 15 1 The three entities own and operate different portions of the Bushton facility. ONEOK Post-hearing Jurisdictional Brief at 5 (Mar. 14, 2014). 2 This information is reported by Respondent for calendar year 2015 pursuant to 49 C.F.R. § 195.49. 3 The Director also issued two additional notices of probable violation to Respondent. They were dated May 13, 2013 (CPF No. 3-2013-5014) and July 3, 2013 (CPF No. 3-2013-5020). Final Orders are being issued in those cases separately.#

320135015_Final Order_10132016_text.pdf, page 3CPF No. 3-2013-5015 Page 2 and November 4, 2013. In accordance with 49 C.F.R. § 190.211, a hearing was held in Kansas City, Missouri on November 14-15, 2013, before a Presiding Official from the Office of Chief Counsel, PHMSA.4 After the hearing, Respondent submitted additional written materials on March 17, 2014, and May 6, 2016. Pursuant to § 190.209(b)(7), the Director submitted a written evaluation of Respondent’s response material on April 1, 2016. JURISDICTION AND GENERAL ARGUMENTS As a general matter, Respondent contested the authority of PHMSA to enforce the pipeline safety regulations at the Bushton facility and argued the Notice, proposed civil penalty and proposed compliance order should all be withdrawn due to jurisdictional uncertainty, failure to provide fair notice, and other reasons. These arguments were raised in the related proceedings, CPF No. 3-2013-5014 and CPF No. 3-2013-5020. In the Final Order for CPF No. 3-2013-5014, I addressed these arguments. In particular, I determined the Pipeline Safety Act applies to the Bushton facility because the facility engages in the transportation of hazardous liquids by pipeline. I also determined that an exception in the Act for “refining” does not apply. Respondent’s general arguments for withdrawing the Notice, proposed civil penalty and proposed compliance order are dismissed for the same reasons set forth in CPF No. 3-2013-5014. FINDINGS OF VIOLATION The Notice alleged that Respondent committed six violations of 49 C.F.R. Part 195, as follows: Item 1: The Notice alleged that Respondent violated 49 C.F.R. § 195.402(a), which states: § 195.402 Procedural manual for operations, maintenance, and emergencies. (a) General. Each operator shall prepare and follow for each pipeline system a manual of written procedures for conducting normal operations and maintenance activities and handling abnormal operations and emergencies. This manual shall be reviewed at intervals not exceeding 15 months, but at least once each calendar year, and appropriate changes made as necessary to insure that the manual is effective. This manual shall be prepared before initial operations of a pipeline system commence, and appropriate parts shall be kept at locations where operations and maintenance activities are conducted. The Notice alleged that Respondent violated § 195.402(a) by failing to prepare all of the written procedures that are required for conducting normal operations and maintenance activities and for handling abnormal operations and emergencies at the Bushton facility in accordance with 49 C.F.R. Part 195. The Notice alleged that ONEOK had a manual of procedures for the facility, 4 Separate hearings concerning the notices of probable violation in CPF No. 3-2013-5014 and CPF No. 3-2013-5020 were held on January 15, 2014.#

320135015_Final Order_10132016_text.pdf, page 4CPF No. 3-2013-5015 Page 3 but the procedures were for “Process Safety Management” or worker safety and did not meet the pipeline safety requirements under 49 C.F.R. Part 195. Respondent argued the alleged violation should be withdrawn because ONEOK provided several hundred pages of procedures and the Notice failed to explain why the procedures do not comply. For example, Respondent asserted that it has procedures for normal startup and shutdown of certain equipment relevant to § 195.402(c)(7); emergency shutdown of certain piping relevant to § 195.402(e)(4); and inspection, maintenance and calibration of certain equipment relevant to § 195.402(c)(3). Respondent argued OPS never explained why the procedures do not comply with the regulation. In response to this argument, I find the Notice did allege specifically that Respondent “failed to prepare all written procedures necessary” to comply with the regulation.5 The Notice also referenced at least 24 subparagraphs of the regulation that Respondent’s procedures allegedly failed to comply with. Accordingly, the Notice appropriately notified Respondent of the allegation that it failed to have procedures meeting all of the requirements of § 195.402(a). Respondent’s citation to a 1997 enforcement decision does not support withdrawing the allegation of violation. In Sonat Exploration Co., CPF No. 43906, 1997 WL 34614789 (Aug. 1, 1997), PHMSA withdrew several alleged violations of § 195.402 after the operator demonstrated that the company had written procedures that met the regulatory requirements. The final order in that case noted the “vagueness” of certain allegations in the notice, but the Agency determined the operator had submitted records to prove compliance and otherwise the company’s contentions of compliance were not contradicted in the record. The present case differs because ONEOK has not made a showing that its procedures comply with each of the requirements in § 195.402. Whereas the operator in Sonat Exploration argued that its procedures complied with the regulations and pointed to specific documents in support, ONEOK has not made such an assertion and showing. Instead, Respondent claimed that its procedures were prepared to comply with OSHA PSM requirements,6 and that some of those procedures are “relevant” to some of the provisions in § 195.402.7 A review of Respondent’s written procedures in the record reveals no apparent correlation between its procedures and each of the requirements in § 195.402.8 Respondent argued further that OPS should have issued a notice of amendment rather than a notice of probable violation. A notice of amendment may be issued pursuant to § 190.206 to determine if an operator’s plans or procedures are “inadequate to assure safe operation.” This enforcement tool is often used by the Agency to require an operator to correct issues in its written procedures that might not rise to the level of a regulatory violation. 5 Notice at 2. 6 ONEOK Post-hearing Merits Brief at 53 (Mar. 14, 2014). 7 ONEOK Post-hearing Merits Brief at 54. 8 OPS Violation Report, Exhibit H.#

320135015_Final Order_10132016_text.pdf, page 5CPF No. 3-2013-5015 Page 4 When an operator’s procedures fail to comply with a regulatory requirement, however, it is more appropriate to issue a notice of probable violation pursuant to § 190.207. In the present case, the Notice alleged that Respondent “failed to prepare all written procedures . . . to meet the requirements of 49 C.F.R. Part 195.” Since the allegation is that Respondent failed to comply with a regulation, issuance of a notice of probable violation in this case was appropriate. For the above reasons, having reviewed the record, I find Respondent violated § 195.402(a) by failing to have written procedures for conducting normal operations and maintenance activities and for handling abnormal operations and emergencies. Item 2: The Notice alleged that Respondent violated 49 C.F.R. § 195.402(a), quoted above, by failing to perform a documented review of its manual of written procedures at intervals not to exceed 15 months, but at least once each calendar year for 2008, 2009 or 2010. Respondent contested the alleged violation only on jurisdictional grounds. Having already rejected those arguments, I find the record demonstrates Respondent violated § 195.402(a) by failing to perform a documented review of its manual of written procedures at the requisite intervals. Item 3: The Notice alleged that Respondent violated 49 C.F.R. § 195.404(a)(1) and (3), which states: § 195.404 Maps and records. (a) Each operator shall maintain current maps and records of its pipeline systems that include at least the following information: (1) Location and identification of the following pipeline facilities . . . (iii) Scraper and sphere facilities; (iv) Pipeline valves; (v) Facilities to which § 195.402(c)(9) applies . . . (vii) Safety devices to which § 195.428 applies . . . (3) The maximum operating pressure of each pipeline. The Notice alleged that Respondent violated § 195.404(a)(1) and (3) by failing to maintain current maps and records of its pipeline systems at the Bushton facility. The Notice referenced evidence of ONEOK’s Siemens Analysis Pressure Relief System Discussion List, which allegedly described 45 records that were not current. OPS also alleged piping and instrumentation diagrams (P&ID) did not match the actual facility. Finally, OPS alleged that Respondent failed to have any documentation validating maximum operating pressure (MOP) of certain piping including incoming and outgoing manifolds with interconnecting piping and storage field piping. Respondent contested the alleged violation on two grounds, first arguing there were not 45 incorrect or missing records, but at most 5 records issues. Second, Respondent produced MOP records and asserted that OPS never requested such records during the inspection. With regard to the 45 alleged instances of violations, Respondent argued there were actually only eight separate P&IDs that contained issues, and three of those P&IDs related exclusively to#

320135015_Final Order_10132016_text.pdf, page 6CPF No. 3-2013-5015 Page 5 fractionation or truck facilities that are not regulated.9 In the Agency’s post-hearing recommendation, the Regional Director did not object to Respondent’s contention. I find the record supports Respondent’s argument that only five P&IDs were inaccurate and noncompliant with § 195.404(a)(1). Second, Respondent argued that MOP records were available but were never requested by OPS at the time of the inspection. The Regional Director did not object to Respondent’s contention that the submitted records demonstrate compliance with § 195.404(a)(3). Accordingly, I am withdrawing the violation with respect to MOP records. In conclusion, I find Respondent violated § 195.404(a)(1) by failing to have accurate records with respect to five P&IDs. The remaining alleged violations of § 195.404(a)(1) and (3) are withdrawn. Item 4: The Notice alleged that Respondent violated 49 C.F.R. § 195.420(b), which states: § 195.420 Valve maintenance. (a) . . . . (b) Each operator shall, at intervals not exceeding 7 1/2 months, but at least twice each calendar year, inspect each mainline valve to determine that it is functioning properly. The Notice alleged that Respondent violated § 195.420(b) by failing to perform documented inspections of 124 mainline valves at intervals not exceeding 7 1/2 months, but at least twice during the 2008 calendar year. Specifically, the Notice alleged that ONEOK did not perform and document inspections prior to July 15, 2008, and did not perform and document a second round of inspections prior to December 31, 2008. The Notice alleged that a total of 248 valve inspections were missed during this period. OPS produced a “DOT Valve” list from ONEOK that documented valve inspections in 2009, but not 2008. Respondent argued the regulation does not apply to the valves in question because they are not “mainline valves.” Respondent noted that mainline valves are required to be located at certain places on a pipeline pursuant to § 195.260, but none of the valves at issue in this item are located in any of those places. Rather all of the valves are on Respondent’s access-controlled facility. Moreover, Respondent noted that prior enforcement decisions by the Agency have found mainline valves are those integral to safe operation of the pipeline system, such as those used to isolate a pump station,10 or used for station isolation, segment isolation and water crossings.11 In contrast, Respondent argued the valves at issue here are “not used in the least to protect any pipeline.”12 9 At the hearing, OPS acknowledged the regulations do not currently apply to fractionation equipment or facilities used for non-pipeline modes of transportation. 10 Alyeska Pipeline Service Co., CPF No. 55501, 2000 WL 35501193, at *5 (Nov. 30, 2000). 11 Cenex Harvest State Coop., CPF No. 5-2001-5003, 2003 WL 25429837, at *3 (Feb. 10, 2003). 12 ONEOK Post-hearing Merits Brief at 79.#

320135015_Final Order_10132016_text.pdf, page 7CPF No. 3-2013-5015 Page 6 The list of valves in evidence does not identify them as mainline valves, but only as “DOT valve[s].” Labeling them as DOT valves may imply the valves are subject to the requirements in § 195.420(a) and (c), applicable to all valves, but does not necessarily prove the valves are mainline valves subject to the additional requirements in § 195.420(b).13 Respondent, on the other hand, produced evidence that the valves are not mainline valves due to their location and function at the facility. Given the weight of evidence suggesting the valves in question are not mainline valves subject to the requirements set forth in § 195.420(b), I find OPS has failed to prove the alleged violation. Accordingly, this alleged violation is withdrawn. Item 5: The Notice alleged that Respondent violated 49 C.F.R. § 195.428(a), which states: § 195.428 Overpressure safety devices and overfill protection systems. (a) Except as provided in paragraph (b) of this section, each operator shall, at intervals not exceeding 15 months, but at least once each calendar year . . . inspect and test each pressure limiting device, relief valve, pressure regulator, or other item of pressure control equipment to determine that it is functioning properly, is in good mechanical condition, and is adequate from the standpoint of capacity and reliability of operation for the service in which it is used. The Notice alleged that Respondent violated § 195.428(a) by failing to inspect and perform documented capacity testing of 80 relief valves at least twice each year during calendar years 2008, 2009 and 2010. In total, the Notice alleged that Respondent failed to conduct and document 147 inspections during the period. Respondent argued the alleged violation should be withdrawn because “it is not possible to ascertain with any precision the evidence upon which OPS relied.”14 I reject this argument because Exhibit K of the Violation Report contains approximately 55 pages of ONEOK records, including ONEOK’s Thorco PSV listing with devices that require inspection twice each calendar year, and ONEOK’s relief valve inspection documents. OPS also included a spreadsheet prepared by OPS to summarize ONEOK’s relief valve maintenance activities. Respondent further argued that 103 of the 147 alleged instances of the violation should be withdrawn for the following reasons: 50 alleged instances from calendar year 2010 should be withdrawn because the valves had been permanently removed from service; 49 alleged instances should be withdrawn because the valves are not used in transporting hazardous liquids; and 4 13 See, e.g., NuStar Logistics, L.P., CPF No. 4-2005-5048, Item 5(3), 2009 WL 1211363, at *6 (Mar. 11, 2009) (withdrawing a number of valves from the alleged violation of § 195.420(b) because the operator had included “all valves” on the list and not just mainline valves). 14 ONEOK Post-hearing Merits Brief at 90.#

320135015_Final Order_10132016_text.pdf, page 8CPF No. 3-2013-5015 Page 7 alleged instances should be withdrawn because ONEOK performed documented tests as required under § 195.428(a). In the Agency’s post-hearing recommendation, the Regional Director did not object to Respondent’s contention. I find the record supports Respondent’s argument that 103 alleged instances should be withdrawn and that no more than 44 alleged violations occurred. Having reviewed the record, I find Respondent violated § 195.428(a) by failing to inspect and perform documented capacity testing on relief valves 44 times during the calendar years of 2008 and 2009. The remaining 103 alleged instances of violation are withdrawn. Item 6: The Notice alleged that Respondent violated 49 C.F.R. § 195.583, which states: § 195.583 What must I do to monitor atmospheric corrosion control? (a) You must inspect each pipeline or portion of pipeline that is exposed to the atmosphere for evidence of atmospheric corrosion, as follows: If the pipeline is located: Then the frequency of inspection is: Onshore At least once every 3 calendar years, but with intervals not exceeding 39 months. Offshore At least once each calendar year, but with intervals not exceeding 15 months. (b) During inspections you must give particular attention to pipe at soil-to-air interfaces, under thermal insulation, under disbonded coatings, at pipe supports, in splash zones, at deck penetrations, and in spans over water. (c) If you find atmospheric corrosion during an inspection, you must provide protection against the corrosion as required by § 195.581. The Notice alleged that Respondent violated § 195.583 by failing to conduct adequate inspections for atmospheric corrosion on pipeline exposed to the atmosphere. Specifically, the Notice alleged that Respondent failed to give particular attention to a pipe under thermal insulation at the Buckeye Water Knockout. During the OPS inspection, inspectors found the pipe had severe atmospheric corrosion. OPS produced photos of the severely corroded pipe. Respondent contested the alleged violation only on grounds of jurisdiction and fair notice. Those arguments have already been rejected. Respondent did not otherwise contest the allegation of violation. Accordingly, having reviewed the record, I find Respondent violated § 195.583 by failing to inspect for atmospheric corrosion on pipeline exposed to the atmosphere. The findings of violation in this Final Order will be considered prior offenses in any subsequent enforcement action taken against Respondent.#

320135015_Final Order_10132016_text.pdf, page 9CPF No. 3-2013-5015 Page 8 ASSESSMENT OF PENALTY Under 49 U.S.C. § 60122, Respondent is subject to an administrative civil penalty not to exceed $100,000 per violation for each day of the violation, up to a maximum of $1,000,000 for any related series of violations.15 The Notice proposed a total civil penalty of $230,800 for the violations cited above in Items 1 through 6. In determining the amount of a civil penalty under 49 U.S.C. § 60122 and 49 C.F.R. § 190.225, I must consider the following criteria: the nature, circumstances, and gravity of the violation, including adverse impact on the environment; the degree of Respondent’s culpability; the history of Respondent’s prior offenses; any effect that the penalty may have on Respondent’s ability to continue doing business; and the good faith of Respondent in attempting to comply with the pipeline safety regulations. In addition, I may consider the economic benefit gained from the violation without any reduction because of subsequent damages, and such other matters as justice may require. Item 1: The Notice proposed a civil penalty of $40,400 for Respondent’s violation of 49 C.F.R. § 195.402(a). Respondent failed to prepare written procedures required for conducting normal operations and maintenance activities and for handling abnormal operations and emergencies at the Bushton facility in accordance with at least 24 separate subparagraphs of § 195.402(a). The proposed penalty was based on assertions in the Notice and Violation Report relevant to the penalty assessment criteria in § 190.225. With regard to the nature of the violation, the Violation Report noted the violation concerned a failure to have procedures, which is more serious than a records violation, but less serious than a failure of equipment or a facility. With regard to circumstances, the Violation Report noted the violation was discovered by PHMSA rather than being self-reported by the Operator and that the violation started January 1, 2008. Respondent argued any consideration of the timeframe from January 1–May 12, 2008 would violate the five-year statute of limitations. Disregarding that period of time has no impact on the amount of the civil penalty. With regard to gravity, the Violation Report suggested that pipeline integrity or safe operation was significantly compromised in an area other than a high consequence area (HCA). This selection is less serious than a violation that compromised safety in an HCA or that caused an accident, but more serious than a violation that minimally affected safety. Respondent argued this selection is unsupported by the record. Respondent’s argument is rejected because the record supports finding that ONEOK’s failure to have written procedures for the safe transportation of hazardous materials constitutes a significant safety risk, particularly when the procedures fail to meet at least 24 separate safety 15 The Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011, Pub. L. No. 112-90, § 2(a), 125 Stat. 1905 (Jan. 3, 2012) increased the maximum civil penalty for a violation of the pipeline safety standards to $200,000 per violation for each day, up to a maximum of $2,000,000 for a related series of violations. These amounts are periodically adjusted for inflation. Inflation Adjustment of Maximum Civil Penalties, 81 Fed. Reg. 42564 (Jun. 30, 2016).#

320135015_Final Order_10132016_text.pdf, page 10CPF No. 3-2013-5015 Page 9 requirements. Respondent also argued it was improper for the Violation Report to mention that an accident occurred. I find that reference to an accident does not impact the amount of the civil penalty. With regard to the degree of Respondent’s culpability, the Violation Report suggested a credit because Respondent was cognizant of the regulatory requirement and took some steps to have written procedures. Respondent argued the penalty should be further reduced due to the jurisdictional uncertainty surrounding the Bushton facility. Respondent’s jurisdictional uncertainty argument is rejected for the same reasons discussed previously. With regard to the good faith of Respondent in attempting to comply, the Violation Report suggested no credit. Respondent argued that it demonstrated good faith by asking PHMSA for clarification of its jurisdiction on several occasions, even though the Agency has not clearly articulated an answer. This argument is rejected for the same reasons previously discussed with respect to jurisdiction. With regard to the history of Respondent’s prior offenses, the Violation Report noted a total of two prior offenses in the five-year period prior to issuance of the Notice. I find the proposed penalty amount is appropriate under the assessment factors. Accordingly, having reviewed the record and considered the assessment criteria, PHMSA assesses a civil penalty of $40,400 for Respondent’s violation of 49 C.F.R. § 195.402(a). Item 2: The Notice proposed a civil penalty of $23,100 for Respondent’s violation of 49 C.F.R. § 195.402(a). Respondent failed to perform a documented review of its procedures at requisite intervals. The proposed penalty was based on assertions in the Notice and Violation Report relevant to the penalty assessment criteria in § 190.225. With regard to nature and circumstances, OPS noted in the Violation Report that this violation concerned a failure to have records, which is the least serious nature of violation. It was also discovered by PHMSA. With regard to gravity, OPS noted that safe operation was potentially compromised in a non-HCA area and the violation occurred for three annual review cycles. With regard to culpability and good faith, the Violation Report suggested no credit under these factors. With respect the penalty for Item 2, Respondent submitted many of the same arguments that I rejected in Item 1. I find the proposed penalty amount is appropriate under the required assessment factors. Accordingly, having reviewed the record and considered the assessment criteria, PHMSA assesses a civil penalty of $23,100 for Respondent’s violation of 49 C.F.R. § 195.402(a). Item 3: The Notice proposed a civil penalty of $8,700 for Respondent’s violation of 49 C.F.R. § 195.404(a)(1) and (3). Respondent failed to have accurate records for five P&IDs in violation of § 195.404(a)(1), but the remaining alleged violations of § 195.404(a)(1) and (3) were withdrawn.#

320135015_Final Order_10132016_text.pdf, page 11CPF No. 3-2013-5015 Page 10 With regard to nature and circumstances, OPS noted in the Violation Report this violation concerned a failure to have accurate records and was discovered by ONEOK. With regard to gravity, OPS noted that pipeline integrity or safe operation was minimally affected and there were 45 alleged instances of the violation. Because I found only 5 instances of violation, the penalty must be reduced. With regard to culpability and good faith, the Violation Report suggested a credit under both factors because Respondent had the records but they were not current. Respondent argued the penalty should be further reduced because the time period of the violation stated in the Violation Report was unsupported and there was an improper reference to overpressure violations. I find these assertions do not impact the amount of the civil penalty. Respondent also submitted other arguments that have already been rejected. The proposed penalty amount must be reduced because there were only 5 instances of the violation, not 45. Accordingly, having reviewed the record and considered the assessment criteria, PHMSA assesses a civil penalty of $4,500 for Respondent’s violation of 49 C.F.R. § 195.404(a)(1). Item 4: The Notice proposed a civil penalty of $61,200 for Respondent’s violation of 49 C.F.R. § 195.420(b). Since this alleged violation is withdrawn, a civil penalty is not assessed. Item 5: The Notice proposed a civil penalty of $66,200 for Respondent’s violation of 49 C.F.R. § 195.428(a). Respondent failed to inspect and perform documented capacity testing on relief valves 44 times during the calendar years of 2008 and 2009. The remaining 103 alleged instances of violation were withdrawn. With regard to nature and circumstances, OPS noted in the Violation Report this violation concerned a failure to perform inspections and the violation was discovered by PHMSA. With regard to gravity, OPS noted that safe operation was significantly compromised in a non-HCA area and there were 147 alleged instances of the violation. Because I found only 44 instances of the violation, the penalty must be reduced. With regard to culpability and good faith, the Violation Report did not suggest a credit under either factor. With respect to the civil penalty for Item 5, Respondent submitted the same arguments that I have already rejected in the Items above. The proposed penalty amount must is reduced to reflect that only 44 instances of the violation occurred. Accordingly, having reviewed the record and considered the assessment criteria, PHMSA assesses a reduced civil penalty of $60,000 for Respondent’s violation of 49 C.F.R. § 195.428(a).16 16 When a civil penalty is assessed for more than one instance of a violation (e.g., 44 valves with missed inspections), each additional instance beyond the first typically elevates the total penalty by less than the amount assessed for the first instance, with each additional instance representing a smaller increase in proportion to the total. See, e.g., Plains Pipeline, L.P., CPF No. 4-2013-5007, n.61, 2015 WL 4397455, at *17 (May 22, 2015) (explaining each additional tank out of compliance elevated the civil penalty by less than the amount assessed for the first tank out of compliance).#

320135015_Final Order_10132016_text.pdf, page 12CPF No. 3-2013-5015 Page 11 Item 6: The Notice proposed a civil penalty of $31,200 for Respondent’s violation of 49 C.F.R. § 195.583. Respondent failed to inspect a pipeline for atmospheric corrosion. With regard to nature and circumstances, OPS noted in the Violation Report this violation concerned a failure to perform an inspection and was discovered by PHMSA. With regard to gravity, OPS noted that safe operation was significantly compromised in a non-HCA area. With regard to culpability and good faith, the Violation Report did not suggest a reduction under either factor. With respect to the civil penalty for Item 6, Respondent submitted the same arguments that I have already rejected in the Items above. I find the proposed penalty amount is appropriate under the required assessment factors. Accordingly, having reviewed the record and considered the assessment criteria, PHMSA assesses a civil penalty of $31,200 for Respondent’s violation of 49 C.F.R. § 195.583. In summary, having reviewed the record and considered the assessment criteria for each of the Items cited above, I assess Respondent a total civil penalty of $159,200. Payment of the civil penalty must be made within 20 days of service. Federal regulations (49 C.F.R. § 89.21(b)(3)) require the payment to be made by wire transfer through the Federal Reserve Communications System (Fedwire) to the account of the U.S. Treasury. Detailed instructions are contained in the enclosure. Questions concerning wire transfers should be directed to: Financial Operations Division (AMZ-325), Federal Aviation Administration, Mike Monroney Aeronautical Center, 6500 S Macarthur Blvd, Oklahoma City, OK 73169. The Financial Operations Division telephone number is (405) 954-8845. Failure to pay the $159,000 civil penalty will result in accrual of interest at the current annual rate in accordance with 31 U.S.C. § 3717, 31 C.F.R. § 901.9 and 49 C.F.R. § 89.23. Pursuant to those same authorities, a late penalty charge of six percent (6%) per annum will be charged if payment is not made within 110 days of service. Furthermore, failure to pay the civil penalty may result in referral of the matter to the Attorney General for appropriate action in a district court of the United States. COMPLIANCE ORDER The Notice proposed a compliance order with respect to the violations cited above in Item 1 and Item 3. Under 49 U.S.C. § 60118(a), each person who engages in the transportation of hazardous liquids by pipeline or who owns or operates a pipeline facility is required to comply with the applicable safety standards established under chapter 601. Item 1. Respondent submitted several arguments for withdrawing the proposed compliance order for Item 1. First, Respondent argued that the terms of the proposed compliance order exceed the authority of the Agency. In particular, Respondent argued the cited regulation that was violated, § 195.402(a), concerns only procedures, but the proposed compliance order#

320135015_Final Order_10132016_text.pdf, page 13CPF No. 3-2013-5015 Page 12 requires extensive activities and testing related to MOP, communication systems, and other areas. Section 60118(b) of title 49, United States Code, authorizes PHMSA to “issue orders directing compliance with . . . a regulation prescribed under this chapter.” Pursuant to that authority, 49 C.F.R. § 190.217 states that a Regional Director may issue a notice of probable violation to determine the extent of any violations “and for the issuance of an order directing compliance.” PHMSA has determined that ONEOK violated § 195.402(a). This regulation requires Respondent to have written procedures for conducting normal operations and maintenance activities and handling abnormal operations and emergencies. The regulation also requires Respondent to follow those procedures. PHMSA therefore has the authority to order compliance with § 195.402(a) by requiring actions on the part of ONEOK to demonstrate not only that it has the mandated written procedures for its Bushton facility, but also that it has implemented and is following those procedures. Respondent’s argument that the compliance order must be limited only to the amendment of procedures is rejected. Respondent is correct, however, that OPS has not established a sufficient basis in the Notice for some of the corrective actions proposed in Item 1. For example, the Notice did not allege any violations with regard to Part 199 drug and alcohol testing regulations, yet OPS proposed actions to comply with Part 199. OPS also proposed certain testing and other activities that were not included in the allegation of violation. Accordingly, I am revising the compliance order to follow the text of the regulation more closely, while still ordering that Respondent complete those actions necessary to comply with § 195.402. Second, Respondent argued the proposed compliance order is vague and ambiguous in that it fails to identify the components of the Bushton facility subject to Part 195. Respondent’s argument is rejected because as the operator of the pipeline system, ONEOK is in the best position to prepare a Part 195 Analysis that identifies all pipeline and storage facilities and all other operations at the Bushton facility that are required to be covered by a manual of written procedures under § 195.402. Respondent must submit its Part 195 Analysis to the Director for review and prior approval. Given the differences among unique pipeline systems, it is not unusual for PHMSA to order a respondent to develop a plan for coming into compliance.17 Third, Respondent argued many of the dates in the proposed compliance order have passed. Respondent is correct. The dates are therefore revised to run from the date of issuance of this order. Fourth, Respondent argued OPS has not explained why a proposed compliance order is warranted. Respondent’s argument is rejected. The record supports finding that the risks posed by the transportation of hazardous liquids without written procedures that comply with the established minimum safety standards warrants ordering Respondent to come into compliance. 17 See, e.g., Florida Gas Transmission Co., CPF No. 4-2013-1019, at 11, 2015 WL 9943167, at *8 (Dec. 14, 2015) (ordering an operator to identify actions that must be taken to ensure future compliance and to create a schedule for completing those actions within six months).#

320135015_Final Order_10132016_text.pdf, page 14CPF No. 3-2013-5015 Page 13 A compliance order is also necessary in light of the fact that ONEOK has previously made assurances to OPS that it would take certain steps to comply with the pipeline safety regulations and then failed to do so. Finally, Respondent objected to ONEOK NGL Pipeline being named in the proposed compliance order. This argument is rejected because Respondent has previously stated the named parties own and operate various parts of the Bushton facility. In conclusion, the compliance terms for Item 1 are included in this Order, subject to the revisions discussed above. Item 3. Respondent argued the terms of the proposed compliance order for Item 3 exceed the authority of the Agency because they go beyond § 195.404 recordkeeping requirements to order physical testing to validate records. Section 195.404 requires an operator to maintain current maps and records of its pipeline systems. These maps and records must be accurate. The Agency is within its authority to require that Respondent produce documents to support the accuracy of its records. I agree, however, that OPS has not established a basis in this proceeding to require additional testing provided there are other ways Respondent can validate the accuracy of its records. The proposed compliance order is revised to follow the text of the regulation more closely and to ensure compliance with § 195.404, while removing the reference to MOP records that was withdrawn from the alleged violation. Second, Respondent argued OPS has not explained why a proposed compliance order is warranted. Respondent’s argument is rejected for the same reasons outlined above in Item 1. Finally, Respondent argued the proposed compliance order is vague and ambiguous in that it fails to identify the components of the Bushton facility subject to Part 195. This argument is also rejected for the same reasons outlined above. Pursuant to the authority of 49 U.S.C. § 60118(b) and 49 C.F.R. § 190.217, Respondent is ordered to take the following actions to ensure compliance with the pipeline safety regulations applicable to its operations: 1. With respect to the violation of § 195.402(a) (Item 1), ONEOK must develop and submit to the Director, Central Region, OPS (Director) for approval an Analysis, Plan, Schedule, and Procedures that comply with this Paragraph and that ensure the pipeline and storage facilities located on the grounds of the Bushton facility are operated and maintained in accordance with written procedures that comply with § 195.402(a). ONEOK must perform the following: (a) Not later than 60 days from issuance of this Compliance Order, ONEOK must prepare and submit to the Director for prior approval a Part 195 Analysis that identifies all pipeline and storage facilities and all other operations at the Bushton facility required to be covered by a manual of written procedures under § 195.402. (b) Not later than 90 days from issuance of this Compliance Order, ONEOK must prepare and submit to the Director for prior approval a manual of written Procedures that#

320135015_Final Order_10132016_text.pdf, page 15CPF No. 3-2013-5015 Page 14 complies with § 195.402 and a Plan and Schedule for taking all actions necessary to ensure the pipelines, storage facilities, and operations at the Bushton facility are governed by the Procedures. (c) Maintenance and normal operations. At a minimum, the manual of written Procedures prepared under this Item must include procedures for the following to provide safety during maintenance and normal operations: (1) Making construction records, maps, and operating history available as necessary for safe operation and maintenance. (2) Gathering of data needed for reporting accidents under 49 C.F.R. Part 195, subpart B in a timely and effective manner. (3) Operating, maintaining, and repairing the pipeline system in accordance with each of the requirements of Part 195, subparts F and H. (4) Determining which pipeline facilities are located in areas that would require an immediate response by the operator to prevent hazards to the public if the facilities failed or malfunctioned. (5) Analyzing pipeline accidents to determine their causes. (6) Minimizing the potential for hazards identified under paragraph (c)(4) of this section and the possibility of recurrence of accidents analyzed under paragraph (c)(5) of this section. (7) Starting up and shutting down any part of the pipeline system in a manner designed to assure operation within the limits prescribed by § 195.406, consider the hazardous liquid or carbon dioxide in transportation, variations in altitude along the pipeline, and pressure monitoring and control devices. (8) In the case of a pipeline that is not equipped to fail safe, monitoring from an attended location pipeline pressure during startup until steady state pressure and flow conditions are reached and during shut-in to assure operation within limits prescribed by § 195.406. (9) In the case of facilities not equipped to fail safe that are identified under § 195.402(c)(4) or that control receipt and delivery of the hazardous liquid or carbon dioxide, detecting abnormal operating conditions by monitoring pressure, temperature, flow or other appropriate operational data and transmitting this data to an attended location. (10) Abandoning pipeline facilities, including safe disconnection from an operating pipeline system, purging of combustibles, and sealing abandoned facilities left in place to minimize safety and environmental hazards. For each abandoned offshore#

320135015_Final Order_10132016_text.pdf, page 16CPF No. 3-2013-5015 Page 15 pipeline facility or each abandoned onshore pipeline facility that crosses over, under or through commercially navigable waterways the last operator of that facility must file a report upon abandonment of that facility in accordance with § 195.59 of this part. (11) Minimizing the likelihood of accidental ignition of vapors in areas near facilities identified under paragraph (c)(4) where the potential exists for the presence of flammable liquids or gases. (12) Establishing and maintaining liaison with fire, police, and other appropriate public officials to learn the responsibility and resources of each government organization that may respond to a hazardous liquid or carbon dioxide pipeline emergency and acquaint the officials with the operator's ability in responding to a hazardous liquid or carbon dioxide pipeline emergency and means of communication. (13) Periodically reviewing the work done by operator personnel to determine the effectiveness of the procedures used in normal operation and maintenance and taking corrective action where deficiencies are found. (14) Taking adequate precautions in excavated trenches to protect personnel from the hazards of unsafe accumulations of vapor or gas, and making available when needed at the excavation, emergency rescue equipment, including a breathing apparatus and, a rescue harness and line. (15) Implementing the applicable control room management procedures required by § 195.446. (d) Abnormal operation. The manual must also include Procedures for the following to provide safety when operating design limits have been exceeded: (1) Responding to, investigating, and correcting the cause of: (i) Unintended closure of valves or shutdowns; (ii) Increase or decrease in pressure or flow rate outside normal operating limits; (iii) Loss of communications; (iv) Operation of any safety device; (v) Any other malfunction of a component, deviation from normal operation, or personnel error which could cause a hazard to persons or property. (2) Checking variations from normal operation after abnormal operation has ended at sufficient critical locations in the system to determine continued integrity and safe operation. (3) Correcting variations from normal operation of pressure and flow equipment and controls.#

320135015_Final Order_10132016_text.pdf, page 17CPF No. 3-2013-5015 Page 16 (4) Notifying responsible operator personnel when notice of an abnormal operation is received. (5) Periodically reviewing the response of operator personnel to determine the effectiveness of the procedures controlling abnormal operation and taking corrective action where deficiencies are found. (e) Emergencies. The manual must include Procedures for the following to provide safety when an emergency condition occurs: (1) Receiving, identifying, and classifying notices of events which need immediate response by the operator or notice to fire, police, or other appropriate public officials and communicating this information to appropriate operator personnel for corrective action. (2) Prompt and effective response to a notice of each type emergency, including fire or explosion occurring near or directly involving a pipeline facility, accidental release of hazardous liquid or carbon dioxide from a pipeline facility, operational failure causing a hazardous condition, and natural disaster affecting pipeline facilities. (3) Having personnel, equipment, instruments, tools, and material available as needed at the scene of an emergency. (4) Taking necessary action, such as emergency shutdown or pressure reduction, to minimize the volume of hazardous liquid or carbon dioxide that is released from any section of a pipeline system in the event of a failure. (5) Control of released hazardous liquid or carbon dioxide at an accident scene to minimize the hazards, including possible intentional ignition in the cases of flammable highly volatile liquid. (6) Minimization of public exposure to injury and probability of accidental ignition by assisting with evacuation of residents and assisting with halting traffic on roads and railroads in the affected area, or taking other appropriate action. (7) Notifying fire, police, and other appropriate public officials of hazardous liquid or carbon dioxide pipeline emergencies and coordinating with them preplanned and actual responses during an emergency, including additional precautions necessary for an emergency involving a pipeline system transporting a highly volatile liquid. (8) In the case of failure of a pipeline system transporting a highly volatile liquid, use of appropriate instruments to assess the extent and coverage of the vapor cloud and determine the hazardous areas.#

320135015_Final Order_10132016_text.pdf, page 18CPF No. 3-2013-5015 Page 17 2. 3. 4. 5. (9) Providing for a post-accident review of employee activities to determine whether the procedures were effective in each emergency and taking corrective action where deficiencies are found. (10) Actions required to be taken by a controller during an emergency, in accordance with §195.446. (f) Safety-related condition reports. The manual must include Procedures and instructions enabling personnel who perform operation and maintenance activities to recognize conditions that potentially may be safety-related conditions that are subject to the reporting requirements of § 195.55. With respect to ONEOK’s submissions to satisfy this Compliance Order, the Director may: (a) approve, in whole or in part, the submission; (b) approve the submission on specified conditions; (c) disapprove, in whole or in part, the submission, or (d) any combination of the foregoing. In the event the Director disapproves all or any portion of a submission, ONEOK must correct the deficiencies within the time specified by the Director and resubmit it for approval. Upon approval by the Director, ONEOK must implement the submission as approved. ONEOK must submit documentation that demonstrates: the Plan has been completed according to the Schedule approved by the Director; the Procedures approved by the Director are being followed at the Bushton facility; and Paragraph 1 of this Compliance Order has been satisfied in full no later than 30 days after completion of the Plan. With respect to the violation of § 195.404(a)(1) (Item 3), ONEOK must submit maps and records of its pipeline systems that include, at a minimum, the location and identification of the following pipeline facilities: scraper and sphere facilities; pipeline valves; facilities to which § 195.402(c)(9) applies; and safety devices to which § 195.428 applies. All pipe, valves, fittings, and components must be identified and accompanied by supporting documentation to demonstrate accuracy. ONEOK must also submit its procedures for documenting changes made to the system and for reflecting those changes in the records, drawings, maps, and other records of the Bushton facility. This information must be submitted to the Director no later than 30 days from issuance of this Compliance Order. It is requested that ONEOK maintain documentation of the safety improvement costs associated with fulfilling this Compliance Order and submit the total to the Director. It is requested that these costs be reported in two categories: (1) total cost associated with preparation/revision of plans, procedures, studies and analyses; and (2) total cost associated with replacements, additions and other changes to pipeline infrastructure. The Director may grant an extension of time to comply with any of the required items upon a written request timely submitted by the Respondent demonstrating good cause for an extension. Failure to comply with this Order may result in administrative assessment of civil penalties not to exceed the amounts set forth in 49 C.F.R. § 190.223 (currently $205,638 for each violation for#

320135015_Final Order_10132016_text.pdf, page 19CPF No. 3-2013-5015 Page 18 each day the violation continues) or in referral to the Attorney General for appropriate relief in a district court of the United States. Under 49 C.F.R. § 190.243, Respondent may submit a petition for reconsideration of this Final Order to the Associate Administrator for Pipeline Safety, PHMSA, 1200 New Jersey Avenue SE, East Building, 2nd Floor, Washington, D.C. 20590, no later than 20 days after receipt of the Final Order by Respondent. Any petition submitted must contain a statement of the issue(s) and meet all other requirements of 49 C.F.R. § 190.243. The filing of a petition automatically stays the payment of any civil penalty assessed. The other terms of the order, including corrective action, remain in effect unless the Associate Administrator, upon request, grants a stay. The terms and conditions of this Final Order are effective upon service in accordance with 49 C.F.R. § 190.5. ____________________________ ____________________ Alan K. Mayberry Date Issued Acting Associate Administrator for Pipeline Safety#

320135015_Region Closure Letter-Consent Agreement Termination_05192026_(08-121917S)_text.pdf, page 1Official PDFU.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration 1100 Main Street, Suite 800 Kansas City, MO 64105 VIA ELECTRONIC MAIL TO: randy.lentz@oneok.com May 19, 2026 Randy Lentz EVP, Chief Operating Officer ONEOK 100 West 5th Street Tulsa, Oklahoma 74103 RE: CPF Nos. 3-2013-5014, 3-2013-5015, and 3-2013-5020 Dear Mr. Lentz: On October 23, 2018, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued a Consent Order incorporating the terms of the Consent Agreement entered into between PHMSA and ONEOK in the above-referenced cases. The Consent Agreement included a Compliance Order and Civil Penalty assessments. Based on our review of the documentation provided, and confirmation of payment of the civil penalty, it has been determined that ONEOK has complied with the terms of the Consent Agreement and Order. No outstanding or ongoing obligations remain under the Consent Agreement and Order. Accordingly, these cases are now closed, and no further action is contemplated with respect to the matters involved in these cases. Thank you for your cooperation in this matter. Sincerely, AJ McKean Director, Central Region, Office of Pipeline Safety Pipeline and Hazardous Materials Safety Administration cc: Charles Misak, Director - Integrated Operations Services, ONEOK, charles.misak@oneok.com Scott D. Schingen, SVP Operations and Engineering, ONEOK, scott.schingen@oneok.com#

320135015_NOPV PCP PCO_05132013_text.pdf, page 1Official PDFNOTICE OF PROBABLE VIOLATION PROPOSED CIVIL PENALTY and PROPOSED COMPLIANCE ORDER VIA FACSIMILE and UPS NEXT DAY AIR May 13, 2013 Mr. Wes Christensen Senior Vice President of Operations ONEOK NGL Pipeline, L.P. ONEOK NGL Pipeline, L.L.C. ONEOK Underground Storage Company, L.L.C. 100 West Fifth Street Tulsa, OK 74102 CPF 3-2013-5015 Dear Mr. Christensen: Between May 2008 and April 2011, representatives from the Pipeline and Hazardous Materials Safety Administration (PHMSA), pursuant to Chapter 601 of 49 United States Code, conducted an ongoing compliance review following its investigation of repeated overpressure events that occurred on May 17, 2008 at ONEOK’s natural gas liquids (NGLs) facility in Bushton, Kansas (the Bushton facility). Initial site investigations were conducted on May 22, 2008 and May 23, 2008. Site investigation activities were also conducted the week of April 11, 2011. ONEOK NGL Pipeline, L.P., ONEOK NGL Pipeline, L.L.C., and ONEOK Underground Storage Company, L.L.C. are subsidiaries of ONEOK Partners, L.P. The Bushton facility includes, among other types of pipeline facilities, storage fields used to store liquid hydrocarbons, a dedicated control room, piping manifold systems, and a fractionation plant that separates Y-grade NGLs into purity products such as liquid propane, butane, ethane-propane mix, and natural gasoline. The products received from the incoming pipelines include both Y-grade NGL mix and purity products. The incoming purity products#

320135015_NOPV PCP PCO_05132013_text.pdf, page 2are either sent to storage wells or are sent on to other outgoing pipelines. The incoming Y- grade NGL mix is sent either to the fractionation plant for processing, to the storage wells for storage, or are sent on to outgoing pipelines through pipeline manifolds. NGLs can be moved directly through the Bushton facility in continued transportation by pipeline. During the period from May 2008 and April 2011, PHMSA and ONEOK had additional communications and correspondence involving engineering modeling and evaluation of the circumstances and contributing factors involved in the accident and the overall level of safety and compliance. ONEOK provided procedures, drawings, studies and maintenance records requested by PHMSA. Additionally, ONEOK provided new information to PHMSA in 2011 during a site visit PHMSA reviewed some of these procedures with personnel. ONEOK had replaced two dehydration units with filters and coalescers, installed an accumulator tank monitor with alarm to the newer control room, connected the flare drain system to the plant flare from the storage flare, and the Buckeye Water Knock Out was changed to a manual drain which was locked out of service. As a result of the investigation, it appears that you have committed probable violations of the Pipeline Safety Regulations, Title 49, Code of Federal Regulations. The probable violations are: 1. § 195.402 Procedure manual for operations, maintenance, and emergencies. (a) General. Each operator shall prepare and follow for each pipeline system a manual of written procedures for conducting normal operations and maintenance activities and handling abnormal operations and emergencies. This manual shall be reviewed at intervals not exceeding 15 months, but at least once each calendar year, and appropriate changes made as necessary to insure that the manual is effective. ONEOK failed to prepare all written procedures necessary for conducting normal operations and maintenance activities and handling abnormal operations and emergencies for its system to meet the requirements of 49 C.F.R. Part 195. ONEOK submitted a manual of written procedures to PHMSA on April 8, 2011. These procedures appeared to have been prepared for purposes of Process Safety Management and worker safety, not Part 195 compliance. Following a Request for Specific Information dated June 23, 2011, and a follow-up email, ONEOK repeated its prior statement that these were the procedures in effect at the time of the 2011 inspection. PHMSA’s review of the procedures provided to PHMSA in 2011 finds that they failed to include provisions to provide safety in conducting normal operations and maintenance as required by Part 195 in the following areas: 2#

320135015_NOPV PCP PCO_05132013_text.pdf, page 3(1) Making construction records, maps, and operating history available as necessary for safe operation and maintenance. [see § 195.402(c)(1)] (2) Gathering of data needed for reporting accidents under Subpart B of this part in a timely and effective manner. [see § 195.402(c)(2)] (3) Operating, maintaining, and repairing the pipeline system in accordance with each of the requirements of this subpart and subpart H of this part. [see § 195.402(c)(3)] (4) Determining which pipeline facilities are located in areas that would require an immediate response by the operator to prevent hazards to the public if the facilities failed or malfunctioned. [see § 195.402(c)(4)] (5) Analyzing pipeline accidents to determine their causes. [see § 195.402(c)(5)] (6) Minimizing the potential for hazards identified under paragraph (c)(4) of this section and the possibility of recurrence of accidents analyzed under paragraph (c)(5) of this section. [also see § 195.402(c)(6)] (7) Starting up and shutting down any part of the pipeline in a manner designed to assure operation within the limits prescribed by paragraph §195.406, consider the hazardous liquid or carbon dioxide in transportation, variations in altitude along the pipeline, and pressure monitoring and control devices. [also see § 195.402(c)(7)] (8) In the case of pipeline that is not equipped to fail safe, monitoring from an attended location pipeline pressure during startup until steady state pressure and flow conditions are reached and during shut-in to assure operation within limits prescribed by §195.406. [also see § 195.402(c)(8)] (9) In the case of facilities not equipped to fail safe that are identified under §195.402(c)(4) or that control receipt and delivery of the hazardous liquid or carbon dioxide, detecting abnormal operating conditions by monitoring pressure, temperature, flow or other appropriate operational data and transmitting this data to an attended location. [also see § 195.402(c)(9)] (10) Abandoning pipeline facilities, including safe disconnection from an operating pipeline system, purging of combustibles, and sealing abandoned facilities left in place to minimize safety and environmental hazards. For each abandoned offshore pipeline facility or each abandoned onshore pipeline facility that crosses over, under or through commercially navigable waterways the last operator of that facility must file a report upon abandonment of that facility in accordance with §195.59 of this part. [also see § 195.402(c)(10)] (11) Minimizing the likelihood of accidental ignition of vapors in areas near facilities identified under paragraph (c)(4) of this section where the potential exists for the presence of flammable liquids or gases. [also see § 195.402(c)(11)] 3#

320135015_NOPV PCP PCO_05132013_text.pdf, page 4(12) Establishing and maintaining liaison with fire, police, and other appropriate public officials to learn the responsibility and resources of each government organization that may respond to a hazardous liquid or pipeline emergency and acquaint the officials with the operator's ability in responding to a hazardous liquid or carbon dioxide pipeline emergency and means of communication. [see § 195.402(c)(12)] (13) Periodically reviewing the work done by operator to determine the effectiveness of the procedures used in normal operation and maintenance and taking corrective action where deficiencies are found. [see § 195.402(c)(13)] (14) Taking adequate precautions in excavated trenches to protect personnel from the hazards of unsafe accumulations of vapor or gas, and making available when needed at the excavation, emergency rescue equipment, including a breathing apparatus and, a rescue harness and line. [see § 195.402(c)(14)] A review of the procedures provided to PHMSA in 2011 finds them inadequate to provide safety when operating design limits have been exceeded regarding the following: (1) Responding to, investigating, and correcting the cause of; (i) Unintended closure of valves or shutdowns; (ii) Increase or decrease in pressure or flow rate outside normal operating limits; (iii) Loss of communications; (iv) Operation of any safety device; (v) Any other malfunction of a component, deviation from normal operation, or personnel error which could cause a hazard to persons or property. (2) Checking variations from normal operation after abnormal operation has ended at sufficient critical locations in the system to determine continued integrity and safe operation. (3) Correcting variations from normal operation of pressure and flow equipment and controls. (4) Notifying responsible operator personnel when notice of an abnormal operation is received. (5) Periodically reviewing the response of operator personnel to determine the effectiveness of the procedures controlling abnormal operation and taking corrective action where deficiencies are found. 4#

320135015_NOPV PCP PCO_05132013_text.pdf, page 52. A review of the procedures provided to PHMSA in 2011 finds that they failed to include provisions to provide safety during abnormal operations and emergencies in the following areas: (1) Receiving, identifying, and classifying notices of events which need immediate response by the operator or notice to fire, police, or other appropriate public officials and communicating this information to appropriate operator personnel for corrective action. [see § 195.402(e)(1)] (2) Prompt and effective response to a notice of each type emergency, including fire or explosion occurring near or directly involving a pipeline facility, accidental release of hazardous liquid or carbon dioxide from a pipeline facility, operational failure causing a hazardous condition, and natural disaster affecting pipeline facilities. [see § 195.402(e)(2)] (3) Having personnel, equipment, instruments, tools, and material available as needed at the scene of an emergency. [see § 195.402(e)(3)] (4) Taking necessary action, such as emergency shutdown or pressure reduction, to minimize the volume of hazardous liquid or carbon dioxide that is released from any section of a pipeline in the event of a failure. [see § 195.402(e)(4)] (5) Control of released hazardous liquid or carbon dioxide at an accident scene to minimize the hazards, including possible intentional ignition in the cases of flammable highly volatile liquid. [see § 195.402(e)(5)] (6) Minimization of public exposure to injury and probability of accidental ignition by assisting with evacuation of residents and assisting with halting traffic on roads and railroads in the affected area, or taking other appropriate action. [see § 195.402(e)(6)] (7) Notifying fire, police, and other appropriate public officials of hazardous liquid or carbon dioxide pipeline emergencies and coordinating with them preplanned and actual responses during an emergency, including additional precautions necessary for an emergency involving a pipeline transporting a highly volatile liquid. [see § 195.402(e)(7)] (8) In the case of failure of a pipeline transporting a highly volatile liquid, use of appropriate instruments to assess the extent and coverage of the vapor cloud and determine the hazardous areas. [see § 195.402(e)(8)] (9) Providing for a post accident review of employee activities to determine whether the procedures were effective in each emergency and taking corrective action where deficiencies are found. [see § 195.402(e)(9)] § 195.402 Procedure manual for operations, maintenance, and emergencies. 5#

320135015_NOPV PCP PCO_05132013_text.pdf, page 6(a) General. Each operator shall prepare and follow for each pipeline system a manual of written procedures for conducting normal operations and maintenance activities and handling abnormal operations and emergencies. This manual shall be reviewed at intervals not exceeding 15 months, but at least once each calendar year, and appropriate changes made as necessary to insure that the manual is effective. ONEOK did not perform a documented review of the manual of written procedures at intervals not to exceed 15 months, but at least once each calendar year for the years of 2008, 2009 or 2010. 3. §195.404 Maps and Records. (a) Each operator shall maintain current maps and records of its pipeline systems that include at least the following information; (1) Location and identification of the following pipeline facilities; (iii) Scraper and sphere facilities; (iv) Pipeline valves; (v) Facilities to which §195.402(c)(9) applies; (vii) Safety devices to which §195.428 applies. (2)… (3) The maximum operating pressure of each pipeline. ONEOK failed to maintain current maps and records of its pipeline systems at the Bushton facility. ONEOK’s Siemens Analysis Pressure Relief System Discussion List describes 45 records that were not current. The piping and instrumentation diagrams (P&ID) reviewed by PHMSA in 2011 were also found to not match the actual facility devices.1 ONEOK also failed to maintain documentation validating the maximum operating pressure of certain facility piping including incoming and outgoing manifolds with interconnecting piping and storage field piping. 4. § 195.420 Valve maintenance. (b) Each operator shall, at intervals not exceeding 7 ½ months, but at least twice each calendar year, inspect each mainline valve to determine that it is functioning properly. ONEOK failed to perform documented inspections on 124 mainline valves at intervals not to exceed 7 1/2 months but at least twice for the calendar years of 2008. ONEOK 1 Violation Report Exhibit I containing Siemens Review and Pressure Relief and Discussion. 6#

320135015_NOPV PCP PCO_05132013_text.pdf, page 75. did not perform and document the first round of inspections by July 15, 2008 and the second round of inspections by December 31, 2008. A total of 248 valve inspections were not performed and documented in this period.2 § 195.428 Overpressure safety devices and overfill protection systems. (a) Except as provided in paragraph (b) of this section, each operator shall, at intervals not exceeding 15 months, but at least once each calendar year, or in the case of pipelines used to carry highly volatile liquids, at intervals not to exceed 7 ½ months, but at least twice each calendar year, inspect and test each pressure limiting device, relief valve, pressure regulator, or other item of pressure control equipment to determine that it is functioning properly, is in good mechanical condition, and is adequate from the standpoint of capacity and reliability of operation for the service in which it is used. ONEOK failed to inspect, perform and document capacity testing on 80 relief valves at least twice each year from the calendar years of 2008, 2009 and 2010 to determine that they were functioning properly and to confirm the relief valve adequacy from the standpoint of capacity and reliability of operation for the service in which they were used. A total of 147 inspections were not conducted and documented during this period.3 6. §195.583 What must I do to monitor atmospheric corrosion control? (a) You must inspect each pipeline or portion of pipeline that is exposed to the atmosphere for evidence of atmospheric corrosion, as follows: If the pipeline is located: Then the frequency of inspection is: Onshore………………… At least once every 3 calendar years, but with intervals not exceeding 39 months At least once each calendar year, but with intervals not exceeding 15 months (b) During inspections you must give particular attention to pipe at soil-to-air interfaces, under thermal insulation, under disbonded coatings, at pipe supports, in splash zones, at deck penetrations, and in spans over water. (c) If you find atmospheric corrosion during an inspection, you must provide protection against the corrosion as required by Sec. 195.581. ONEOK failed to conduct an adequate inspection for atmospheric corrosion on its pipeline exposed to the atmosphere at the Buckeye Water Knockout at the Bushton 2 Violation Report Exhibit J ONEOK DOT Valves List 3 Violation Report Exhibit K ONEOK Thorco PSV Listing and PHMSA Spreadsheet Pressure and Control Maintenance, ONEOK Relief Valve Inspection Documents for 2008, 2009, 2010 7 Offshore………………...#

320135015_NOPV PCP PCO_05132013_text.pdf, page 8Facility that gave particular attention to pipe under thermal insulation. During its April 12, 2011 inspection PHMSA found the Buckeye Water Knockout to have severe atmospheric corrosion which was confirmed by ONEOK's Senior Corrosion Technician. The piping was covered with insulation which when removed the technician found the following. On April 15, 2011, I inspected 4" and 1" drop out piping on SFT B-91 Tank at Bushton Storage facilities. The 1" pipe was horizontal above ground and laying on a concrete support. The measured wt. was 187" - 191". The vertical 4" riser, measured wt. of 195" - 197" and was coated with x-tru plastic coating. Moisture was found under the disbonded coating as well as corroded pipe. The transition area as well as just above this area showed the most severe corrosion. I did not continue the inspection, due to the substantial amount of heavy scale and rust on the pipe. This line is attached to a flare line. Further inspection can be completed if the line could be isolated or taken out of service. The technician's photos showed the severe corrosion as described and graded per an attachment titled Atmospheric Corrosion Inspection Guideline. 4 Proposed Civil Penalty Under 49 United States Code, § 60122, you are subject to a civil penalty not to exceed $200,000 for each violation for each day the violation persists up to a maximum of $2,000,000 for a related series of violations. For violations occurring prior to January 4, 2012, the maximum penalty may not exceed $100,000 per violation per day, with a maximum penalty not to exceed $1,000,000 for a related series of violations. The Compliance Officer has reviewed the circumstances and supporting documentation involved in the above probable violation(s) and has recommended that you be preliminarily assessed a civil penalty of $230,800 as follows: Item number PENALTY 1 $40,400 2 $23,100 3 $ 8,700 4 $61,200 5 $66,200 6 $31,200 4 Violation Report Exhibit L Atmospheric Corrosion Inspection, Atmospheric Corrosion Inspection Guideline and PHMSA Photo. 8#

320135015_NOPV PCP PCO_05132013_text.pdf, page 9Proposed Compliance Order With respect to items 1 and 3, pursuant to 49 United States Code § 60118, the Pipeline and Hazardous Materials Safety Administration proposes to issue a Compliance Order to ONEOK NGL Pipeline, L.P. Please refer to the Proposed Compliance Order, which is enclosed and made a part of this Notice. Response to this Notice Enclosed as part of this Notice is a document entitled Response Options for Pipeline Operators in Compliance Proceedings. Please refer to this document and note the response options. Be advised that all material you submit in response to this enforcement action is subject to being made publicly available. If you believe that any portion of your responsive material qualifies for confidential treatment under 5 U.S.C. 552(b), along with the complete original document you must provide a second copy of the document with the portions you believe qualify for confidential treatment redacted and an explanation of why you believe the redacted information qualifies for confidential treatment under 5 U.S.C. 552(b). If you do not respond within 30 days of receipt of this Notice, this constitutes a waiver of your right to contest the allegations in this Notice and authorizes the Associate Administrator for Pipeline Safety to find facts as alleged in this Notice without further notice to you and to issue a Final Order. In your correspondence on this matter, please refer to CPF 3-2013-5015 and for each document you submit, please provide a copy in electronic format whenever possible. Sincerely, David Barrett Director, Central Region Pipeline and Hazardous Materials Safety Administration Enclosures: Proposed Compliance Order Response Options for Pipeline Operators in Compliance Proceedings 9#

320135015_NOPV PCP PCO_05132013_text.pdf, page 10PROPOSED COMPLIANCE ORDER Pursuant to 49 United States Code § 60118, the Pipeline and Hazardous Materials Safety Administration (PHMSA) proposes to issue to ONEOK NGL Pipeline, L.P. (ONEOK) a Compliance Order incorporating the following remedial requirements to ensure the compliance of ONEOK with the pipeline safety regulations: 1. In regard to Item 1 of the Notice, ONEOK must develop and submit to the Director, Central Region, PHMSA, (Director) a plan and schedule to ensure the pipeline and storage facilities located on the grounds of the Bushton facility that are covered by 49 C.F.R. Part 195 are operated and maintained in compliance with Parts 195 and 199. The plan and schedule must include, among other things, the following: (a) No later than July 1, 2013, prepare and submit to the Director, a Part 195 gap analysis that identifies all aspects of Bushton facility operations involving pipeline and storage facilities and operations that require action to bring such facilities and operations into compliance with Part 195 including, but not limited to, requirements for the preparation of plans and procedures; inspections, testing, evaluations, and analysis; personnel qualification and training; and any maintenance and repair work. (b) No later than August 1, 2013, prepare and submit to the Director for his approval, a comprehensive written plan and schedule for taking action to bring facilities and operations into compliance with Part 195 that addresses all of the gaps identified by the gap analysis (the Plan). At a minimum, the Plan shall provide for the following: PART 195 SUBPART B – ANNUAL, ACCIDENT, AND SAFETY RELATED CONDITION REPORTING 1. ONEOK must have and follow procedures to include the ONEOK Bushton jurisdictional facilities in the 2012 Annual Report required by § 195.49. 2. ONEOK must complete procedures for filing all other reports required by this Subpart by June 30, 2013. SUBPART F –OPERATION AND MAINTENANCE 1. ONEOK must prepare a manual of written procedures in accordance with 195.402 and submit these procedures to PHMSA by September 30, 2013. 2. ONEOK must establish and implement an Emergency Response training program for ONEOK Bushton personnel in accordance with 195.403 by September 30, 2013. 3. ONEOK must assemble current maps and records for the Bushton ONEOK facilities in accordance with 195.404 by September 30, 2013. 10#

320135015_NOPV PCP PCO_05132013_text.pdf, page 114. ONEOK must establish Maximum Operating Pressures (MOP) for all portions of the ONEOK Bushton jurisdictional facilities in accordance with 195.406 by June 30, 2013. 5. ONEOK must confirm to PHMSA that its communication system meets the requirements of 195.408 by June 30, 2013. 6. ONEOK must prepare a list of valves that are necessary for the safe operation of the ONEOK Bushton jurisdictional facilities and submit that list to PHMSA by June 30, 2013. 7. ONEOK must prepare a procedure to determine that each of the valves in the list in (6) above will function properly by August 31, 2013. 8. ONEOK must initiate testing of the valves identified in (6) above in accordance with 195.420 by October 31, 2013 and complete initial testing of these valves by December 31, 2013. 9. ONEOK must confirm compliance of the ONEOK Bushton scraper trap facilities with 195.426 to PHMSA by September 30, 2013. 10. ONEOK must identify all overpressure protection devices that protect ONEOK Bushton jurisdictional facilities and provide a list of those devices to PHMSA by June 30, 2013. 11. ONEOK must submit testing procedures to PHMSA by August 31, 2013 for all overpressure protection devices identified in (10) above to insure the devices meet the requirements of 195.428. 12. ONEOK must confirm that the set pressure of all overpressure protection devices identified in (10) above has been set to maintain the MOP established in (4) above by August 31, 2013. 13. ONEOK must commence testing of the overpressure protection devices identified in (10) above by October 31, 2013 and must complete testing of the devices by December 31, 2013. 14. ONEOK must develop a list of the firefighting equipment available at the ONEOK Bushton facility and must insure that all equipment is maintained in proper working order in accordance with 195.430 by June 30, 2013. 15. ONEOK must incorporate the ONEOK Bushton jurisdictional facilities in their Public Awareness Plan by June 30, 2013. 16. ONEOK must develop a plan to bring the relevant control room(s) into compliance with PHMSA’s Control Room Management requirements and bring the control room(s) into compliance with the regulations by October 31, 2013. As an alternative ONEOK may submit documentation that demonstrates that the control room management rules are not applicable. 11#

320135015_NOPV PCP PCO_05132013_text.pdf, page 122. 3. 4. 17. ONEOK must identify any portions of the Bushton facility that could affect an HCA by June 30, 2013. 18. ONEOK must incorporate the ONEOK Bushton jurisdictional facilities in their Integrity Management Program by December 31, 2013. SUBPART H –CORROSION CONTROL 1. ONEOK must submit a written corrosion control program describing its procedures to comply with Subpart H to PHMSA by September 30, 2013. 2. ONEOK must identify and evaluate its steel pipelines to be protected against corrosion by December 31, 2013. 3. ONEOK must complete atmospheric corrosion evaluations by September 30, 2013. 4. ONEOK must inspect all above ground jurisdictional piping and paint piping as needed by June 30, 2014. PART 199 - DRUG AND ALCOHOL TESTING 1. ONEOK must insure compliance with Part 199 Drug and Alcohol Testing by September 30, 2013. In regard to Item 3 of the Notice, submit plan and schedule to conduct documented testing as necessary to validate the maximum operating pressure of the lines as required by 49 CFR Part 195. The records used to validate the MOP must be traceable, reliable, and complete. The pipe characteristics must be validated by appropriate records or by actual measurements and destructive testing using coupons taken from the pipeline in various specified locations. All pipe, valves, fittings, and components must be identified and accompanied by supporting documentation for the rated operating pressure. ONEOK must also define and implement a means to document any changes made to the system and reflect these changes in the records, drawings, maps, etc., of the Bushton facility. Documentation of completion of all items in each subpart must be provided to the Director within 30 days of the completion date of that subpart. It is requested that ONEOK NGL Pipeline, LP maintain documentation of the safety improvement costs associated with fulfilling this Compliance Order and submit the total to David Barrett, Director, Central, Pipeline and Hazardous Materials Safety Administration. It is requested that these costs be reported in two categories: 1) total cost associated with preparation/revision of plans, procedures, studies and analyses, and 2) total cost associated with replacements, additions and other changes to pipeline infrastructure. 12#