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Resolution No. 78551 RESOLUTION NO. 7855 2 3 A RESOLUTION, OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF 4 ENCROACHMENT LICENSE AGREEMENT NO. 393 BY AND 5 BETWEEN THE CITY OF VERNON AND ATLANTIC RICHFIELD COMPANY 6 7 WHEREAS, Atlantic Richfield Company ("ARCO") has filed an 8 application for an encroachment license agreement pursuant to Vernon 9 City Code Section 22.66 to maintain, operate, and repair approximately 10 12,470 feet of 4" diameter pressurized steel petroleum pipeline, 11 including valves and other appurtenances, located under certain public 12 streets ("the Encroachment"); and 13 WHEREAS, the City Council is authorized to issue an 14 encroachment license pursuant to Chapter 22, Article VI, Encroachments, 15 of the Code of the City of Vernon which license shall be valid for a 16 period of twenty-five (25) years unless otherwise stated; and 17 WHEREAS, the City Council adopted Resolution No. 5088 on 18 February 21, 1984, authorizing fees for encroachment licenses; and 19 WHEREAS, ARCO has provided proof of the required insurance, 20 and has paid the issuance fee of $2,500.00 and the first annual renewal 21 fee of $1,919.23; and 22 WHEREAS, by letter dated October 31, 2001, Bruce V. 23 Malkenhorst, City Administrator/City Clerk, has recommended the 24 approval of Encroachment License Agreement No. 393 to allow ARCO to 25 maintain, operate and repair the Encroachment for a period of twenty- 26 five (25) years, subject to the terms and conditions of the aforesaid 27 Article VI of Chapter 22 of the Code of the City of Vernon; and 28 WHEREAS, the City Council believes it is in the best interest 1 2 3 4 5 6 7 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ME lof the City of Vernon to enter into Encroachment License Agreement No. 1393. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1:-The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Encroachment License Agreement No. 393, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Atlantic Richfield Company Attn: Ray Jackson, Sr., Right -of -Way Agent 5900 Cherry Avenue Long Beach, CA 90805-0445 SECTION 5: The City Clerk of the City of Vernon shall certi to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 7th day of November, 2001. EONIS C. MAL URG, M yor ATTEST: BRUCE V. MALKENHORST, City Clerk - 2 - 1. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7855, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, November 7, 2001, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk 3 - EXHIBIT A 1 2 3 4 5 6' 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ENCROACHMENT LICENSE AGREEMENT NO. 3993 THE CITY OF VERNON, a municipal corporation of the State of California, as Licensor (hereinafter referred to as "the City") and Atlantic Richfield Company, a Delaware Corporation (hereinafter referred to as "Licensee") do hereby agree as follows: 1. Subject to the right of the City, in its sole discretion, to terminate this license upon sixty (60) days written notice given by mail to Licensee, the City hereby grants to Licensee a license, for a term of twenty-five (25) years from and after the date hereof, to maintain and operate approximately 12,470 feet of 4" diameter pressurized steel petroleum pipeline including valves and other appurtenances under certain public streets in the City identified and located as shown on engineer's drawing marked Exhibit "A" attached hereto and made a part hereof as though fully set forth herein and described as follows: Harriet Street: From the North Boundary line of the City of Vernon to 26th Street.. 26th Street: From Harriet Street East to the Westerly right of way line of the Los Angeles River Flood Control Channel. Soto Street: From the Southerly right of way line of the Los Angeles River Flood Control Channel to Vernon Avenue. Vernon Avenue: From Soto Street to Boyle Avenue. Boyle Avenue: From Vernon Avenue to the South City boundary line of the City of Vernon at Randolph Street. 2. This license is granted subject to the terms and conditions set forth in the Code of the City of Vernon, Chapter 22, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Article VI, and the acceptance hereof shall evidence the Licensee's agreement to all terms and conditions of said article and the additional conditions hereinafter contained. 3. Licensee shall pay to the City the issuance fee of Two Thousand Five Hundred Dollars and No Cents ($2,500.00), prior to granting of the license. Licensee shall also pay to the City the annual renewal fee of One Thousand Nine Hundred Nineteen Dollars and Twenty -Three Cents ($1,919.23), payable each year during the term of the license on or before the anniversary of the date of this license jagreement. This annual renewal fee shall be revised in accordance with the changes in the Consumer Price Index for All Urban Consumers (CPI- U), All Items Indexes, Los Angeles -Anaheim -Riverside (1982-84=100) (hereinafter "Index") published by the United States Department of Labor, Bureau of Labor Statistics. In the event that said Index, as of the anniversary date, is higher than said Index for the issuance date, the renewal fee shall be increased effective the anniversary date by multiplying said renewal fee by a fraction, the numerator of which is the Index for the current anniversary date and the denominator of which lis the Index for the twelve-month period ending March 31, 2000. There shall be no reduction in fees by operation of this provision. If, in the future, said Index shall be changed so that the base year differs from that used as of the date of commencement of the term hereof, it shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. In the event said Index is discontinued or revised during the term of this agreement, such other governmental Index or computation with which it is replaced shall be used in order to obtain - 2 - 1 2 3 4 5 6 7 8 41 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 substantially the same result that would be obtained if said present Index had not been discontinued or revised. 4. Licensee shall secure and keep in full force and effect, at all times during the term of this license, general liability insurance in the amounts determined by the City on an annual basis and shall file proof thereof with the City Clerk, which proof shall include the following: (1) A certificate of insurance. (2) An endorsement naming the City, its officers, and employees as insureds under this policy. (3) An endorsement providing the City thirty (30) days notice of cancellation or material reduction of coverage. (4) A notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. 5. The grant of this license is effective only upon further consideration that Licensee shall file with and shall thereafter at all times during the life of this license keep on file with the City a faithful performance bond in the penal sum of One Hundred Thousand Dollars ($100,000.00). 6. Licensee shall maintain said pipeline and appurtenances in first class condition to the satisfaction of the State Fire Marshal and Department of Transportation, and Licensee shall not do any repair or construction to said pipeline and appurtenances without having received the necessary permits from the City. 7. In the event that Licensee, its successors and assigns, fails to utilize any of the pipeline covered by this license for a it - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 . 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 consecutive period of six (6) months during any period of time after it has been placed in operation, the City Council of the City shall have the right, at its sole discretion, to declare this license terminated. 8. Licensee shall not sell, transfer, assign or lease this license, or any part hereof, or any of the rights or privileges granted hereby. Licensee may not assign its duties hereunder, and may not assign its rights hereunder to a public utility. 9. In the event Licensee fails to keep, fulfill or perform any of the terms or conditions of this license and shall fail to remedy such default within thirty (30) days after written notice from the City, the City may declare this license terminated. Upon such a declaration of termination and failure to remedy such default, this license shall be cancelled and all of the rights and privileges of Licensee under this license shall be surrendered, and the City may thereafter exclude Licensee from further use of the street under this license. 10. Licensee shall promptly repair at its own cost and expense and to the satisfaction of the City, any damage caused to any street, alley or other public property in the City by reason of any breaks, or failure of the facilities constructed, maintained, or operated under this license; and if Licensee fails to comply with any instructions of the City relative thereto within ten (10) days after the service of written notice upon Licensee requiring compliance therewith, then the City may immediately do whatever work is necessary to carry out said instructions, at the cost and expense of said Licensee. By the acceptance of this license, said Licensee agrees to pay these costs upon demand. 11. In case of a serious earthquake or disaster, operation - 4 - 1 2 3 4 5 6 71 8 �tl 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of said facilities shall be suspended immediately. Only after a thorough physical check of the entire facilities by a maintenance crew of Licensee shall operations be resumed. 12. In the event of the termination of this license for any cause, Licensee shall remove or abandon in place the encroachment facilities. This encroachment removal shall be at Licensee's own cost and expense. Abandonment shall be subject to City's approval and may be made subject to conditions requiring Licensee to take necessary safety precautions and other measures to minimize the risk of contamination and facilitate future projects in the City's right of way. If Licensee fails to remove the encroachment facilities when obligated to do so, City shall have the right to remove them at Licensee's sole expense. 13. Licensee.shall assure that the pipeline meets the safety requirements of all applicable state and federal laws, as now constituted or hereafter amended or recodified. Licensee shall comply with all valid regulations and orders issued by any authority having jurisdiction over the operation of Licensee's facilities. Failure to comply with any lawful order of the State Fire Marshall or any other authorized public officer shall constitute grounds for termination of this license. 14. Licensee shall be solely responsible and liable for any ground or water contamination resulting from leakage or breakage of the pipeline during Licensee's operation of said pipeline, whether past, present, or future; shall clean up, remove and replace any contaminated soil; shall satisfy any lawful order of.a' court of law or a Federal, State, or local official regarding such contamination whether issued against Licensee or the City, its officers, or employees. Licensee - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, remedial actions, all costs and clean-up actions of any kind, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, from such contamination, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. 15. Licensee shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, out of Licensee's operations under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or Iemployees. 16. If, at any time during the term of this license, it becomes necessary to relocate the encroachment facilities in order to accommodate a construction project performed by a public agency. (Licensee shall at its own cost and expense promptly relocate said (encroachment facilities. 17. Any notice, communication, request, instruction or other document required or permitted hereunder shall be in writing and deemed given when hand -delivered or sent by confirmed facsimile or U.S. mail service, to the following: - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY: CITY OF VERNON ATTN: CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 FAX: (323) 581-7924 LICENSEE: ATLANTIC RICHFIELD COMPANY ATTN: RAY JACKSON SR. RIGHT-OF-WAY AGENT 5900 CHERRY AVENUE. LONG BEACH CA 90805-0445 FAX: (562) 728-2047 18. Licensee shall become a member agency of Underground Service Alert and perform all duties as required by said agency. 19. This Agreement shall supersede and replace the Encroachment License Agreement between the parties dated January 30, 1970. EXECUTED IN DUPLICATE this day of , 2000. CITY OF VERNON, a Municipal Corporation (ATTEST: BRUCE V. MALKENHORST,,City Clerk APPROVED AS TO FORM: 1JEDUARDO OLIVO, City Attorney By: LEONIS C. MALBURG. Mayor - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ATLANTIC RICHFIELD COMPANY, a Delaware Corporation Licensuee By: Tit By: Tit *Note: Please type or print names below signatures. Signatures shall be NOTARIZED. 8 - 1 2 3 4 5 6 7 8' 9 10 11 12 13 14 11 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dn NoU, 71 XO&O befor personally Tapppeared -j me o b personally known to me Lhe- a*i4eaee) to be the person¢94 whose name44 is/,a-re subscribed to the within instrument and acknowledged to me that he/tishej-t+rey executed the same in his' '} r authorized capacity -(-ins), and that by his/h ---'��U—r signature( s+ on the instrument the person (-si , or the entity upon behalf of which the person (-s-)- acted, executed the instrument. DIAPtE M. COMFOF�T W ' nes my hand and f icial seal _ ConxelsRCCA128776 Nobly Pdit—CdbWI /�•-z.� LosAngain es My comm. wra Jon 9%>m01 On before me personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Che signatures required of a corporation are as follows: • First Signature - the chairman of the board, the president or any vice president; and Second Signature - the corporate secretary, any assistant secretary, the chief financial officer or any assistant treasurer. Please type the names of the officers signing beneath their signature lines. All signatures must be notarized. - 10 - EXHIBIT 0 k • aaaaiEr; tOL_ OT Or ATLANTIC RICg-c STEEL PIPE UAA r S. B0U/NOARYl'*1- CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM, 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 November 28, 2001 Atlantic Richfield Company Attn: Ray Jackson, Sr. Right of Way Agent 5900 Cherry Avenue Long Beach, CA 908005-0445 Re: Encroachment License Agreement No. 393 Dear Mr. Jackson: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323)826-1481 Transmitted herewith is a duplicate original encroachment license agreement approved by the Vernon City Council on November 7, 2001. If you have any questions regarding this matter, please call Mr. Kevin Wilson at 323/583-8811 ext. 245. Very truly yours, CITY OF VERNON 7GGloria Chief Deputy City Clerk GJO:ng CC: Kevin Wilson Resolution No. 7855 Encroachment Agreement File No. 393 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 0492 PZ1 1M 25 26 27 28 ENCROACHMENT LICENSE AGREEMENT NO. 393 THE CITY OF VERNON, a municipal corporation of the State of California, as Licensor (hereinafter referred to as "the City") and Atlantic Richfield Company, a Delaware Corporation (hereinafter referred to as "Licensee") do hereby agree as follows:. 1. Subject to the right of the City, in its sole discretion, to terminate this license upon sixty (60) days written notice given by mail to Licensee, the City hereby grants to Licensee a Ilicense, for a term of twenty-five (25) years from and after the date hereof, to maintain and operate approximately 12,470 feet of 41, diameter pressurized steel petroleum pipeline including valves and other appurtenances under certain public streets in the City identified and located as shown on engineer's drawing marked Exhibit "A" attached hereto and made a part hereof as though fully set forth herein and described as follows: Harriet Street: From the North Boundary line of the City of Vernon to 26th Street. 26th Street: From Harriet Street East to the Westerly right of way line of the Los Angeles River Flood Control Channel. Soto Street: From the Southerly right of way line of the Los Angeles River Flood Control Channel to Vernon Avenue. Vernon Avenue:. From Soto Street to Boyle Avenue. Boyle Avenue: From Vernon Avenue to the South City boundary line of the City of Vernon at Randolph Street. 2. This license is granted subject to the terms and conditions set forth in the Code of the City of Vernon, Chapter 22, 1 2 3 4 5' 61 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Article VI, and the acceptance hereof shall evidence the Licensee's agreement to all terms and conditions of said article and the additional conditions hereinafter contained. 3. Licensee shall pay to the City the issuance fee of Two Thousand Five Hundred Dollars and No Cents ($2,500.00)-, prior to granting of the license. Licensee shall also pay to the City the annual renewal fee of One Thousand Nine Hundred Nineteen Dollars and Twenty -Three Cents ($1,919.23), payable each year during the term of the license on or before the anniversary of the date of this.license agreement. This annual renewal fee shall be revised in accordance with the changes in the Consumer Price Index for All Urban Consumers (CPI- U), All Items Indexes, Los Angeles -Anaheim -Riverside (1982-84=100) (hereinafter "Index") published by the United States Department of Labor, Bureau of Labor Statistics. In the event that said Index, as ofi Ithe anniversary date, is higher than said Index for the issuance date, the renewal fee shall be increased effective the anniversary date by multiplying said renewal fee by a fraction, the numerator of which is the Index for the current anniversary date and the denominator of which Iis the Index for the twelve-month period ending March 31, 2000. There shall be no reduction in fees by operation of this provision. If, in the future, said Index shall be changed so that the base year differs from that used as of the date of commencement of the term hereof, it shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. In the event;said Index is discontinued or revised during the term of this agreement, such other governmental Index or computation with which it is replaced shall be used in order to obtain - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 substantially the same result that would be obtained if said present Index had not been discontinued or revised. 4. Licensee shall secure and keep in full force and effect,', at all times during the term of this license, general liability insurance in the amounts determined by the City on an .annual basis and shall file proof thereof with the. City Clerk, which proof shall include the following: (1) A certificate of insurance. (2) An endorsement naming the City, its officers, and employees as insureds under this policy. (3) An endorsement providing the City thirty (30) days notice of cancellation or material reduction of coverage. (4) A notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and correct and that the. signator is an officer authorized to so certify. 5. The grant of this license is effective only upon further consideration that Licensee shall file with and shall thereafter at all times during the life of this license keep on file with the City a faithful performance bond in the penal sum of One Hundred Thousand Dollars ($100,000.00). 6. Licensee shall maintain said pipeline and appurtenances in first class condition to the satisfaction of the State Fire Marshal and Department of Transportation, and Licensee shall not do any repair or construction to said pipeline and appurtenances without having received the necessary permits from the City. 7. In the event that Licensee, its successors and assigns, fails to utilize any of the pipeline covered by this license for a - 3 - 1 .consecutive period of six (6) months during any period of time after it 2 has been placed in operation, the City Council of the City shall have 3 the right, at its sole discretion, to declare this license terminated. 4 8. Licensee shall not sell, transfer, assign or lease.this 5 license, or any part hereof, or any of the rights or privileges granted 6 hereby. Licensee may not assign its duties hereunder, and may not 7 assign its rights hereunder to a public utility. 8 9. In the event Licensee fails to keep, fulfill or perform 9 any of the terms or conditions of this license and shall fail to remedy 10 such default within thirty (30) days after written notice from the 11 City, the City may declare this license terminated. Upon such a 12 declaration of termination and failure to remedy such default,>this 13 license shall be cancelled and all of the rights and privileges of 14 Licensee under this license shall be surrendered, and the City may 15 thereafter exclude Licensee from further use of the street under this 16 license. 17 10. Licensee shall promptly repair at its own cost and 18 expense and to the satisfaction of the City, any damage caused to any 19 street, alley or other public property in the City by reason of any 20 breaks, or failure of the facilities constructed, maintained, or 21 operated under this license; and if Licensee fails to comply with any 22 instructions of the City relative thereto within ten (10) days after 23 the service of written notice upon Licensee requiring compliance 24 therewith, then the City may immediately do whatever work is necessary 25 to carry out said instructions, at the cost and expense of said 26 Licensee. By the acceptance of this license, said Licensee agrees to 27 pay these costs upon demand. 28 11. In case of a serious earthquake or disaster, operation 4 - 1 2 3 4 5 6 7 8 9 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 lof said facilities shall be suspended immediately Only after a (thorough physical check of the entire facilities by a maintenance crew of Licensee shall operations be resumed. 12. In the event of the termination of this license for any (cause, Licensee shall remove or abandon in place the encroachment facilities. This encroachment removal shall be at Licensee's own cost and expense. Abandonment shall be subject to City's approval and may be made subject to conditions requiring Licensee to take necessary (safety precautions and other measures to minimize the risk of contamination and facilitate future projects in the City's right of way. If Licensee fails to remove the encroachment facilities when obligated to do so, City shall have the right to remove them at Licensee's sole expense. 13. Licensee shall assure that the pipeline meets the safety requirements of all applicable state and federal laws, as now constituted or hereafter amended or recodified. Licensee shall comply with all valid regulations and orders issued by any authority having jurisdiction over the operation of Licensee's facilities. Failure to comply with any lawful order of the State Fire Marshall or any other authorized public officer shall constitute grounds for termination of this license. 14. Licensee shall be solely responsible and liable for any ground or water contamination resulting from leakage or breakage of the pipeline during Licensee's operation of said pipeline, whether past, present, or future; shall clean up, remove and replace any contaminated soil; shall satisfy any lawful order of a court of law or a Federal, State, or local official regarding such contamination whether issued against Licensee or the City, its officers, or employees. Licensee - 5 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 FyI 18 19 20 21 22 23 24 25 26 27 28 shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, remedial actions, all costs and clean-up actions of Jany kind, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, from such contamination, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers,.agents or employees. 15. Licensee shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising, directly or indirectly, in whole or in part, out of Licensee's operations under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. 16. If, at any time during the term of this license, it becomes necessary to relocate the encroachment facilities in order to accommodate a construction project performed by a public agency. Licensee shall at its own cost and expense promptly relocate said encroachment facilities. 17. Any notice, communication, request, instruction or other document required or permitted hereunder shall be in writing and deemed given when hand -delivered or sent by confirmed facsimile or U.S. mail service, to the following: `m 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY: CITY OF VERNON ATTN: CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 FAX: (323) 581-7924 LICENSEE: ATLANTIC RICHFIELD COMPANY ATTN: RAY JACKSON SR. RIGHT-OF-WAY AGENT 5900 CHERRY AVENUE LONG BEACH CA 90805-0445 FAX: (562) 728-2047 18. Licensee shall become a member agency of Underground Service Alert and perform all duties as required by said agency. 19. This Agreement shall supersede and replace the Encroachment License Agreement between the parties dated January 30, 1970. l{�/ EXECUTED IN DUPLICATE this fiA day of CITY OF VERNON, a Municipal Corporation ATTEST;,, v BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney By: fi�o�C%`"�7 GGzvv�I� EONIS C. MALB RG. Mayor - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 M ATLANTIC RICHFIELD COMPANY, a Delaware anCorporation Licenses I G. slfzw 'Mq r- Title: �N�'V IN M Tit *Note: Please type or print names below signatures. Signatures shall be NOTARIZED. 1 2 3 4 5 6 7 8' 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ME On ivdd, 5,,Z000 bef personally appeared personally known to me o, -ales) to be the personLs4 whose name4,) isle subscribed to the within instrument and acknowledged to me that he/- � executed the same in authorized capacity- &s3, and that by hislhex-At.h� signatures on the instrument the persons) or the entity upon behalf of which the person(-s4-acted, executed the instrument. Witn ss y hand annddJnoffi 'al seal Ion before me personally appeared Oo- - 0110M olo* Ang" Oouq My Comm. Eq Irft JW pL IM personally known .to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the linstrument. Witness my hand and official seal - 9 - 1 The signatures required of a corporation are as follows: 2 3 First Signature - the chairman of the board, the president or 4 any vice president; and 5 Second Signature - the corporate secretary, any assistant 6 secretary, the chief financial officer or any assistant treasurer. 7 8 Please type the names of the officers signing beneath their signature lines. All signatures must be notarized. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 10 - EXHIBIT A /JARR/ET EXHIBIT 'A (OLOT OF ATLANTIC RICAIFj STEEL P/PE LINE r S. SOCINOARY"I' MEMORANDUM RISK MANAGEMENT/PERSONNEL TO: Kevin Wilson, Director of Community Services & Water FROM: Joan Francone, Risk Manager DATE: May 14, 2001 SUBJECT: ENCROACHMENT AGREEMENT LICE #393 ATLANTIC RICHFIELD COMPANY This is to advise you that the above referenced has provided acceptable insurance coverage. Please contact me if you have any questions. JF/fs