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Resolution No. 8934 . 1 2 3 RESOLUTION NO. 8934 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF ENCROACHMENT LICENSE AGREEMENT NO. 400 BY AND BETWEEN THE CITY OF VERNON AND EXXONMOBIL OIL CORPORATION 5 6 7 WHEREASI ExxonMobil Oil Corporation ("Exxon") has filed an 8 application for an encroachment license agreement pursuant to Vernon 9 City Code Section 22.66 to operate, maintain, use, replace and abandon 10 in place and/or remove priva~e steel pipe lines and appurtenances to 11 conduct petroleum products or water along and under the following 12 streets in the City of Vernon: 37th Street east of the easterly line of 13 the Atchison, Topeka and Santa Fe Railroad right-of-way between Santa 14 Fe Avenue and Seville Avenue; 37th Street between Seville Avenue and 15 Soto Street; and crossing Soto Street and crossing the Los Angeles 16 River at the Soto Street Bridge ("the Encroachment"); and 17 WHEREAS, the City Council is authorized to issue an 18 encroachment license pursuant to Chapter 22, Article VI, Encroachments, 19 of the Code of the City of Vernon which license shall be valid for a 20 period of twenty-five (25) years unless otherwise stated; and 21 WHEREAS, the City Council adopted Resolution No. 5088 on 22 February 21, 1984, authorizing fees for encroachment licenses; and 23 WHEREAS, Exxon has provided proof of the required insurance, 24 and has paid the issuance fee of $17,500.00 and the first annual renewal 25 fee of $3,349.58; and 26 WHEREAS, the Director of Community Services & Water has 27 recommended the approval of Encroachment License Agreement No. 400 with 28 Exxon for a period of twenty-five (25) years, subject to the terms and 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 conditions of the aforesaid Article VI of Chapter 22 of the Code of the City of Vernon; and WHEREAS, the City Council believes it is in the best interest of the City of Vernon to enter into Encroachment License Agreement No. 400. 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 SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor to execute said Agreement for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Agreement to: ExxonMobil Oil Corporation Attn: Ruth Cronin-Fruitt 12851 East 166th St. Cerritos, CA 90703-2103 / / / / / / / / / / / / / / / - 2 - 1 SECTION 5: The Acting City Clerk of the City of Vernon shall 2 certify to the passage of this resolution, and thereupon and thereafter 3 the same shall be in full force and effect. 4 APPROVED AND ADOPTED this 21st day of December, 2005. 5 6 7 8 9 10 ~~~c:'~~or ATTEST: BRUCE~~ENHORST' Acting City Clerk JR. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - 1 STATE OF CALIFORNIA 2 ss COUNTY OF LOS ANGELES 3 4 5 6 7 8 9 10 11 12 13 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8934, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, December 21, 2005, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, JR. Acting City Clerk (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - 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. 400 THE CITY OF VERNON, a municipal corporation of the State of California, as Licensor (hereinafter referred to as "City") and ExxonMobil Oil Corporation, (hereinafter referred to as "Licensee") do hereby agree as follows: 1. This License Agreement shall replace and supercede the terms and conditions of Encroachment License Agreements No. 321, No. 339 and No. 347 between the City and Licensee. Encroachment License Agreement No. 321 was approved and adopted on November 1, 1971. Encroachment License Agreement No. 339 was approved and adopted on April 6, 1976. Encroachment License Agreement No. 347 was approved and adopted on June 4, 1980. 2. Licensor has all requisite power of authority to enter into this Encroachment License Agreement. Subject to the right of the City of Vernon to terminate this license for reasonable cause, as defined below, the City hereby grants to Licensee a license for a term of twenty-five (25) years from and after the date of this license to operate, maintain, use, replace and abandon in place in accordance with good engineering practice (after flushing with water and filling with driller's mud) and/or remove private steel pipe lines and appurtenances to conduct petroleum products or water along and under the following streets in the City of Vemon as shown on engineer's drawings marked Exhibit "A" (License Agreement No. 321) attached hereto and made a part hereof as though fully set forth herein and described as follows: crossing 37th Street, 18 feet (3" pipe) and (8" pipe), 40 feet (8" pipe), 51 feet (8" pipe), and 63 feet (3-8" and 1-10") east of the easterly line of the Atchison, Topeka and Santa Fe Railroad right-of-way (100 feet wide) between Santa Fe'Avenue and Seville Avenue, Exhibit "B" (License Agreement No. 339) attached hereto and made a part hereof as though fully set forth herein and described as follows: along 37th Street between Seville Avenue and Soto Street-one 8" water line and Exhibit "c" (License Agreement No.347) attached hereto and made a part hereof as though fully set forth herein and described as follows: Crossing Soto Street and crossing the Los Angeles River at the Soto Street Bridge. 3. This license is granted subject to the terms and conditions set forth in the 1 Code of the City of Vernon, Chapter 22 Article VI, with the exception that the Licensee may 2 either provide insurance as required under 22.49-1 (b) or maintain self insurance to the same 3 limits, and the acceptance hereof shall evidence the Licensee's agreement to all terms of said 4 article with said exception and the additional conditions hereinafter contained. 5 4. Licensee shall pay to the City of Vernon the issuance fee of One Thousan 6 Two Hundred and Fifty Dollars ($1,250.00) for each pipeline crossing the street; a total often 7 (10) crossings which equals Twelve Thousand Five Hundred Dollars ($12,500.00) and an 8 issuance fee of Two Thousand Five Hundred Dollars ($2,500.00) for each along the street; a tota 9 of two (2) pipes which equals Five Thousand Dollars ($5,000.00) for a grand total of Seventeen 10 Thousand Five Hundred Dollars ($17,500.00) prior to the issuance ofthe Iicense(s). Licensee 11 shall also pay to the City the annual Renewal fee of Three Thousand Three Hundred and Forty 12 Nine Dollars and Fifty-Eight Cents ($3,349.58) payable each year during the term of the license 13 on or before the anniversary of the date of this License Agreement. 14 This annual renewal fee shall be revised in accordance with the changes in the 15 Consumers Price Index published by the United States Department of Labor, Bureau of Labor 16 Statistics for Urban Earners and Clerical Workers-Annual Average - Los Angeles - Anaheim- 17 Riverside area, California- all items. In the event said Index, as of the anniversary date, is 18 higher than said Index for the issuance date, the renewal fee shall be increased effective the 19 anniversary date by multiplying said renewal fee by a fraction, the numerator of which is the 20 Index for the current anniversary date and denominator of which is the Index existing on the 21 issuance date. There shall be no reduction in fees by operation of this provision. If, in the 22 future, said Index shall be changed so that the base year differs from that used as of the date of 23 commencement of the term hereof, it shall be converted in accordance with the conversion factor 24 published by the United States Department of Labor, Bureau of Labor Statistics. In the event 2 5 said Index is discontinued or revised during the term of this Agreement, such other governmental 26 Index or computation with which it is replaced, shall be used in order to obtain substantially the 27 same result that would be obtained if said present Index had not been discontinued or revised. 28 5. Licensee shall maintain the City property in first class condition to the 2 1 satisfaction of the City of Vernon, and Licensee shall not construct any structure without having .2 received a permit therefore from the City of Vernon. Upon completion of the activities to be i 3 performed wider the license, licensee shall return the City property to the condition it was in at 4 the time of execution of this license. Licensee shall exercise reasonable care in inspecting, 5 testing, maintaining, and repairing the Pipeline in first class condition to the satisfaction of the 6 State Fire Marshal, the State Department of Transportation, and the City of Vernon. 7 6. Licensee shall obtain all necessary Federal, State, and Local Permits, 8 including City of Vernon health permits, and no repair or construction to the Pipeline shall be 9 performed except in accordance with the provisions of Chapter 22 of the Vernon City Code 10 pertaining to encroachments to the extent they are not in conflict with any paramount authority 11 of the State or Federal Government. In the event that Licensee shall fail to utilize the City's 12 property covered by this license for a consecutive period of six (6) months during any period of 13 time after it has been placed in operation, the City Council of the City of Vernon shall have the 14 right, at its sole discretion, to declare this license terminated. 15 7. The Pipeline(s) shall meet the safety requirements of the California 16 Pipeline Safety Act of 1981 (Government Code Section 51010, et seq.) and/or the United States 17 Hazardous Liquid Pipeline Safety Act (49 U.S.C. Section 2001, et seq.), whichever is applicable, 18 or any successor provisions. Licensee shall comply with all valid regulations and orders issued 19 under either Act, as applicable. Failure to comply with any lawful order of the State Fire Marshal 20 or any other authorized public officer shall constitute a default. 21 8. Licensee shall file and maintain with the City of Vernon, in accordance 22 with government code Section 51015, a map or set of maps showing the location of the 23 Pipeline( s), a des<?ription of all products transported in the Pipeline( s), and a contingency plan fo 24 Pipeline emergencies. In accordance with Vernon City Code Section 22.85, the map or set of 25 maps shall each be drawn to a scale of not less than one inch to two hundred feet, showing in 26 detail the plan location, size and kind of installation of all underground encroachments, whether 27 curreudy in use or abandoned in place. A corrected map or set of maps, each drawn to such 2' seak. shall be filed annually with the traffic engineer and shall include all installations made 3 1 during the previous year. Failure of the licensee to comply with the above instructions shall 2 constitute a default. 3 9. The Licensee shall construct, install, and maintain the Pipeline( s) and 4 appurtenances in accordance and in conformity with all of the ordinances and rules adopted by 5 the City Council and not in conflict with any paramount authority of the State or Federal 6 government. 7 10. Licensee shall become a member agency of Underground Service Alert 8 and perform all duties as required by said agency. 9 11. Upon notice from the traffic engineer, Licensee shall promptly repair or 10 restore at its own cost and expense, to the satisfaction of the CityofVemon, any damage caused 11 to any street, alley or other public or private property, in the City 12 of Vernon by reason of any breaks, or failure of the facilities constructed, maintained, or 13 operated under this license; and if Licensee shall fail to comply with any instructions of the City 14 relative thereto within thirty (30) days after the service of written notice upon Licensee requiring 15 compliance therewith, then the City may immediately do whatever work is necessary to carry out 16 said instructions at the cost and expense of said Licensee, which costs by the acceptance of this 17 License, said Licensee agrees to pay upon demand. Upon failure oflicensee to pay, City shall 18 have an independent cause of action for recovery against the Licensee, the performance bond, 19 and/or the policies of insurance required by this License 20 12. In case of a serious earthquake or disaster, operations of said facilities 21 shall be suspended immediately. Only after a thorough physical check of the entire facilities by a 22 maintenance crew of Licensee shall operations be resumed. Licensee shall provide the City with 23 the opportunity to have a City inspector present at such check of the facilities. 24 13. If, at any time during the term of this franchise, it becomes necessary to 25 remove or relocate the Pipe1ine(s) in orderto accommodate a construction project performed by 26 or on behalf of the City of V ernon, Licensee shall at its own cost and expense promptly remove 27 Or relocate said facilities. 28 14. Licensee hereby assumes all liability for and agrees to pay for any ground 4 1 or water contamination resulting from its construction, operation, maintenance, inspection, :2 replacement, removal, existence, and use of the Pipe1ine(s) and agrees to indemnify the City and 3 save it harmless from any and all claims, demands, and causes of action (including reasonable 4 attorneys fees) for such environmental damage, except to the extent that such claims, demands, 5 or causes of action result from the City's negligence or willful misconduct. Licensee agrees to 6 clean up and remediate all such damage and restore the surface to the grade and condition 7 existing prior to its activities, in accordance with all applicable federal and state environmental 8 laws. 9 15. Licensee shall not sell, transfer, assign ()r lease this license, or any part 10 hereof, or any of the rights or privileges granted hereby without the City's consent. Licensee ma 11 not assign its duties hereunder, and may not assign its rights hereunder to a public utility without 12 the City's consent. 13 16. In the event Licensee fails to keep, fulfill or perform any of the terms or 14 conditions of this license and fails to remedy such default within thirty (30) days after written 15 notice from the City, the City may declare this license terminated. Upon such a declaration of 16 termination and failure to remedy such default this license shall be cancelled and all of the rights 17 and privileges of Licensee under this license shall be surrendered. The City may thereafter 18 exclude Licensee from further use of the street under this license. 19 17. In the event of the termination of this license, Licensee shall at its own 20 cost and expense, remove the encroachment facilities as the City in -its reasonable discretion may 21 decide. This provision may be suspended by the City of Vernon at its sole discretion during such 22 period as licensee may be negotiating with the City of Vernon for renewal of this license. If 23 Licensee is directed to'remove the encroachment facilities and fails to do so, City shall have the 24 right to remove them at Licensee's sole expense, and shall have recourse for recovery of cost 25 against the licensee and/or the performance bond. 26 18. Licensee shall preserve and save harmless the City and each officer and 27 employee thereof from any liability or responsibility for any accident, loss or damage to persons 28 or property happening or occurring as a proximate result of the encroachment or the construction 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 operation and or maintenance thereof. 19. 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: CITY: CITY OF VERNON ATTN: ACTING CITY CLERK 4305 SANTA FE AVENUE VERNON, CA. 90058-0805 FAX: (323) 826-1438 LICENSEE: EXXONMOBIL OIL CORPORATION ATTN: RUTH CRONIN-FRUITT 12851 EAST 166TH STREET CERRITOS, CALIFORNIA 90703-2103 FAX: (310) 212-1788 LICENSEE: EXXONMOBIL PIPELINE COMPANY ATTN: RIGHT OF WAY DEPARTMENT 800 BELL STREET HOUSTON, TEXAS 77002 FAX: (713) 656-4735 6 - ~ 1 . . 2 3 4 5 6 7 ATTEST: EXECUTED IN DUPLICATE this day of .2005. CITY OF VERNON LEONIS C. MALBURG, Mayor 8 9 BRUCE V. MALKENHORST JR., Acting City Clerk 10 APPROVED AS TO FORM: 11 12 ERIC FRESCH, City Attorney 13 14 EXXONMOBIL OIL CORPORATION 15 16 By: 17 Sign e J.C. Larkin Print Name 18 19 20 21 22 23 24 25 26 NOTE: 27 28 Title By: flA-~~1t Signature R.L. Cronin-Fruitt Print Name Attorne -in-Fact Title Please type names below signatures. Signatures shall be notarized. 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT '. . State of California }ss County of Lo6 A/J~S On ^,O\J~ d3,~before me, M.~ ~JU(.7. AJ~LA<!- Date . Name and TItle of Officer (e,g., "Jane Doe. ry Public') personally appeared j'. c.. ~~,,J Af.)J> 12.. L. t!(toIJIJJ'" fie,a,7r Name(s) of Slgner(s) ~personally known to me o proved to me on the basis of satisfactory evidence ,.. -.::~.71~f -::::::~d -...----------- . to be the person(s) whose name(s) -ie/are subscribed to the within instrument and acknowledged to me that Iw/$h~they executed the same in his/b9f/their authorized capacity(ies), and that by Ai8JRef/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. ~~Iic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Place Notary Seal Above Description of Attached Document ... ." b ".11,1 AA ....... rr' I _ A _\oL;::;' Title or Type of Document: v-/ A '.1'1) I-CA1/rl t::tu I y c-t::lvv.... Document Date:67Df^\6 13.~Lf:1 (!,,~ &utJa.t-~ AGMf =# If.oo III Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General 1P Attorney in Fact o Trustee o Guardian or Conservator o Other: Signer Is Representing: ecXf>>l 14odu... E> ,{, (!.off. RIGHT THUMBPRINT OF SIGNER Top of thumb here e 1999 National Notary Associallon . 9350 De Solo Ave.. P.O. Box 2402 . ChatsworUl. CA 91313-2402 . www.nalionalnotary.org Prod. 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'.i; :.'I~: :tt)' " ~' ~, " ~ '~ l.I.i '., . ';. . " , ..... ." . '.:\. ;-.t- . :' .... .' , ......., . ~~.:~ "-$ .~.\ .:....~:':":..:;:.. ~,' ':>\" ".':' ~:I~" . ::i1::. .; i'-. i .a -: .:. 0; ",. :-~:~ J.~"" : . ... ";:'""{1 ,;,:., H...:....~:.J . . . Co. -... . .i '. ,1 : 9. .. -::. : '.':i I' ': :. ~ .......~ .' 'h ':{,~~.. ~ ~.~ :1~\~- -. . '-:11 .~'.. 4'15', t,~cr' '..,. <.:i. . -~ ,~: \~~}~ '. '" .. . ~ ," ....t ..:.... ....\~~, _.... . . ....' . ',. .,\....'-":~.. .'\,. . \ I "/ :'~ :,' '; ::.:;' ~;.;~'~~~~1~i~;\. : ..~~..,.. -.' ...... .$'. ''"-''4.t;;:~~ ,~J":+..~it1~c~~~' I ~ '..'- ..' "..' . 0'. .'- " , .- 8" .'. - '-' - ~.... . ., . ~':.. . _. "'p' . ". .t~. '0. .' . . . :.:' . VERNON JP ATWooD.; '. PRPDUCT' ~INe: ...... :. ~ ~~~:d ~f~~ ~.:.:: .~....,:.; .t:;~ .t~ .tf~~: ;'~C:. ....,. ;;... o. /' ':~h. Ct t- . 6 ~S :'-; ......: . . oJ'" . . . . . . ". . l' to.:. - . ;:::f- [:-\1 :.~ .:. ,',! ,~-'" ".'. '-1":~' .~f .~\ :f.~-l . " --.".. \ I' ,.ft-: . '.~ . *'.......,t., . ~ ~ 'f. ..-<} <0' .' . :""<;- .s ~~ """ ~ "~ oS' i~!~~t3~.. '~". '-'::-. .:i-.':' ~ tc- x .. :!..! ,,~ .... , ..... N S~::' '.' .'. -.; '. . . . '\. to.' ) EXHIBIT ..C.. PLO., OF MOBIL OIL' CORPOf?AT'IO.t\ s'rEEl . PIPE LJAlF .' '- '. CITY COUNCIL - LEONIS C. MALBURG ~ r ~ 1 SOL BENUDIZ ` Mayor ~ ~ Police Chief I THOMAS A. YBARRA ~ ' J , ~ • ' , ~ MARK C. WHITWORTH 1 Mayor Pro-Tem j 5 ~ Acting Fire Chief WM. "BILL" DAVIS J ~1l;' . f ' _ ~ LEWIS J. POZZEBON Councilman ~ g E•, Director of Environmental Health s 1p~),~;~~~~y~,. H. "LARRY" GONZALES ~~~I ! ~ S. KEVIN WILSON ~~C Councilman ~ ~ n Director of Community Services t ` W. MICHAEL McCORMICK 4305 Santa Fe Avenue, Vernon,' California 90058 SHARON L. DUCKWORTH Councilman telephone (323) 583-8811 Acting City Treasurer January 5, 2006 ExxonMobil Oil Corporation Attn: Ruth Cronin-Fruitt 12851 East 166th Street Cerritos, CA 90703-2103 Re: Encroachment License Agreement No. 400 Dear Ms. Cronin-Fruitt Transmitted herewith is a fully executed encroachment license agreement. as referenced above, approved by City. Council on December 21, 2005, through Resolution No. 8934. If you have any questions regarding this matter, please call Mr. Kevin Wilson, at (323) 583-8811 ext.. 245. Very truly yours, fi Nelly Gi on Deputy City Clerk NG:dr - cc: S. Kevin Wilson Resolution No. 8934. Agreement File-No. 05-152 ~~c[u~iver~ ~n~u~t~i~r CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: January 17, 2006 TO: Martha Valenzuela, Sr. Personnel Assistant/Purchasing Agent FROM: Nelly Giron, Deputy City Clerk RE: Resolution No. 8934 - A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of an Encroachment License Agreement No. 400 by and Between the .City of Vernon and Exxonmobil Oil Corporation Transmitted herewith is a copy of Resolution No. 8934, as referenced-above for your records, which was approved by City Council on December 21, 2005. Thank you. NG:dr c: Resolution No. 8934 .t 1 ENCROACHMENT LICENSE AGREEMENT N0.400 2 THE CITY OF VERNON, a municipal corporation of the State of California, as 3 Licensor (hereinafter referred to as "City") and ExxonMobil Oil Corporation, (hereinafter 4 referred to as "Licensee") do hereby agree as follows: 5 1. This License Agreement shall replace and supercede the terms and 6 conditions of Encroachment License Agreements No. 321, No. 339 and No. 347 between the ~ City and Licensee. Encroachment License Agreement No. 321 was approved and adopted on November 1, .1971. Encroachment License Agreement No. 339 was approved and adopted on 9 Apri16, 1976. Encroachment License Agreement No. 347 was approved and adopted on June 4, 10 1980. 11 2. Licensor has all requisite power of authority to enter into this 12 .Encroachment License Agreement. Subject to the right of the City of Vernon to terminate this 13 license for reasonable cause, as defined below, the City hereby grants to Licensee a license for a 14 term of twenty-five (25) years from, and after the date of this license to operate, maintain, use, 15 replace and abandon in place in accordance with good engineering practice (after flushing with 16 water and filling with driller's mud) and/or remove private steel pipe lines and appurtenances to 17 conduct .petroleum products or water along and under the following streets in the City of Vernon 18 as shown on engineer's drawings marked Exhibit "A" (License Agreement No. 321) attached 19 hereto and made a part hereof as though fully set forth herein and described as follows: crossing 2 0 37th Street, 18 feet (3"pipe) and (8" pipe), 40 feet (8" pipe), 51 feet (8" pipe), and 63 feet (3-8" 21 and 1-10") east of the easterly line of the Atchison,. Topeka and Santa Fe Railroad right-of--way 2 2 (1.00 feet wide) between Santa Fe Avenue and Seville Avenue, Exhibit "B" (License Agreement 2 3 No. 339) attached hereto and made a part hereof as though fully set forth herein and described as 2 4 follows: along 37th Street between Seville Avenue and Soto Street-one 8" water line and Exhibit 2 5 "C" (License Agreement No.347) attached hereto and made a part hereof as though fully set 2 6 forth herein and described as follows: Crossing Soto Street and crossing the Los Angeles River 2 7 ' at the Soto Street Bridge. 2 8 3. This license is granted subject to the terms and conditions set forth in the t 1 Code of the City of Vernon, Chapter 22 Article VI, with the exception that the Licensee may 2 either provide insurance as required under 22.49-1(b) or maintain self insurance to the same 3 limits, and the acceptance hereof shall evidence the Licensee's agreement to all terms of said 4 article with said exception and the additional conditions hereinafter contained. 5 4. Licensee shall pay to the City of Vernon the issuance fee of One Thousan 6 Two Hundred and Fifty Dollars ($1,250.00) for each pipeline crossing the street; a total often 7 (10) crossings which equals Twelve.Thousand Five Hundred Dollars ($12,500.00) and an 8 issuance fee of Two Thousand Five Hundred Dollars ($2,500.00) for each along the street; a total 9 of two (2) pipes which equals Five Thousand Dollars ($5,000.00) for a grand total of Seventeen 10 Thousand Five Hundred Dollars ($17,500.00) prior to the issuance of the license(s). Licensee 11 shall also pay to the City the annual Renewal Fee of Three Thousand Three Hundred and Forty 12 Nine Dollars. and Fifty-Eight Cents ($3,349.58) payable each year during the term of the license 13 on or before the- anniversary of the date of this License Agreement. 14 This annual renewal fee shall be revised in accordance with the changes in the 15 Consumers Price Index published by the United States Department of.Labor, Bureau of Labor 16 Statistics for Urban Earners and Clerical Workers-Annual Average -Los Angeles -Anaheim- 17 Riverside area, California -all items. In the event said Index, as of the anniversary date, is 18 higher than said Index for the issuance date, the renewal fee shall be increased effective the 19 anniversary date. by multiplying said renewal fee by a fraction, the numerator of which is the 2 D Index for the current anniversary date and denominator of which is he Index existing on the 21 issuance date. There shall be no reduction in fees by operation of this provision. If, in the 2 2 future, said Index shall be changed so that the base year differs from that used as of the date of 2 3 commencement of the term hereof, it shall be converted in accordance with the conversion factor 2 4 published by the United States Department of Labor, Bureau of Labor Statistics. In the event 2 5 said Index is discontinued or revised during the term of this Agreement, such other governmental 2 6 Index or computation with which it is replaced, shall be used in order to obtain substantially the 2 7 same result that would be obtained if said present Index had not been discontinued or revised. 2 8 5. Licensee shall maintain the City property in first class condition to the 2 1 satisfaction of the City of Vernon, and Licensee shall not construct any structure without having 2 received a permit therefore from the City of Vernon. Upon completion of the activities to be 3 performed under the license, licensee shall return the City property to the condition it was in at 4~ the time of execution of this license. Licensee shall exercise reasonable care in inspecting, 5 testing, maintaining, and repairing the Pipeline in first class condition to the satisfaction of the 6 State Fire Marshal, the State Department of Transportation, and the City of Vernon. 7 6. Licensee shall obtain all necessary Federal, State, and Local Permits, 8 including City of Vernon health permits, and no repair or construction to the Pipeline shall be 9 performed except in accordance with the provisions of Chapter 22 of the Vernon City Code 10 pertaining to encroachments to the extent they are not in conflict with any paramount authority 11 of the'State or Federal Government. In the event that Licensee shall fail to utilize the City's 12 property covered by this license for a consecutive period of six (6) months during any period of 13 time after it has been placed in operation, the City Council of the City of Vernon shall have the 14 right, at its sole discretion, to declare this license terminated. 15 7. The Pipeline(s) shall meet the safety requirements. of the California 16 Pipeline Safety Act of 1981 (Government Code Section 51010, et seq.) and/or the United States 17 Hazardous Liquid Pipeline Safety Act (49 U.S.C. Section 2001, et seq.), whichever is applicable, 18 or any successor provisions. Licensee shall comply with all valid regulations and orders issued 19 under either Act,. as applicable. Failure to comply with any lawful order of the State Fire Marshal 2 0 or any other authorized public officer shall constitute a default. 21 8. Licensee shall file and maintain with the City of Vernon, in accordance 2 2 with government code Section .51015, a map or set of maps showing the location of the 2 3 Pipeline(s), a description of all products transported in the Pipeline(s), and a contingency plan fo 24 Pipeline emergencies. In accordance with Vernon City Code Section 22.85, the map or set of 2 5 maps shall each be drawn to a scale of not less than one inch to two hundred feet, showing in 2 6 detail the plan location, size and kind of installation of all underground encroachments, whether 2 7 currently in use or abandoned in place. A corrected map or set of maps, each drawn to such 2 $ scale, shall be filed annually with the traffic engineer and shall include all installations made 3 1 during the previous year. Failure of the licensee to comply with the above instructions shall. 2 constitute a default. 3 9. The Licensee shall construct, install, and maintain the Pipeline(s) and 4 appurtenances in' accordance and in conformity with all of the ordinances and rules adopted by 5 the City Council and not in conflict with any paramount authority of the State or Federal 6 government. ~ 10. Licensee shall become a member agency of Underground Service Alert 8 and perform all. duties as required by said agency. 9 11. Upon notice from the traffic engineer, Licensee- shall promptly repair or 10 restore at its own cost and expense, to the satisfaction of the City of Vernon, any damage caused 11 to any street, alley or other public or private property, in the City 12 of Vernon by reason of any breaks, or failure of the facilities constructed; maintained; or 13 operated under this license; and if Licensee shall fail to comply with any instructions of the City 14 relative thereto within thirty (30) days after the service of written notice upon Licensee requiring 15 compliance therewith, then the City may immediately do whatever work is necessary to carry out 16 said instructions at the cost and expense of said Licensee, which costs by the acceptance of this 17 License, said Licensee agrees to pay upon demand. Upon failure of licensee to pay, City shall 18 have an independent cause of action for recovery against the Licensee, the performance bond, 19 and/or the policies of insurance required by this License 2 ~ 12. In case of a serious earthquake or disaster, operations of said facilities. 2 l -shall be suspended immediately. Only after a thorough physical check of the entire facilities by a 2 2 maintenance crew of Licensee shall operations be resumed. Licensee shall provide the City with 2 3 the opportunity to have a City inspector present at such check of the facilities. 2 4 13. If, at any time during the term of this franchise, it becomes necessary to 2 5 remove or relocate the Pipeline(s) in order to accommodate a construction prof ect performed by 2 6 or on behalf of the City of Vernon, Licensee shall at its own cost and expense promptly remove 2 7 or relocate said facilities. 2 8 14. Licensee hereby assumes all liability for and agrees to pay for any ground 4 J 1 or water contamination resulting from its construction, operation, maintenance, inspection, 2 replacement, removal, existence, and use of the Pipeline(s) and agrees to indemnify the City and 3 save it harmless from any and all claims, demands, and causes of action (including reasonable 4` attorneys fees) for such environmental damage, except to the extent that such claims, demands,- 5 or causes of action result from the City's negligence or willful misconduct. Licensee agrees to 6 clean up and remediate all such damage and restore the surface to the grade and condition 7 existing prior to its activities, in accordance with all applicable federal and state environmental $ .laws. 9 15. Licensee shall not sell, transfer, assign or lease this license, or any part 10 1lereof, or any of the rights or privileges granted hereby without the City's consent: Licensee ma 11 not assign its duties hereunder, and may not assign its rights hereunder to a public utility without 12 the City's consent. 13 16. In the event Licensee fails to keep, fulf 11 or perform any of the terms or 14 conditions of this license and fails to remedy such default within thirty (30) days after written 15 notice from the City, the City may declare this license terminated. Upon such a declaration of 16 termination°and failure to remedy such default this license shall be cancelled and all of the rights 17 -and privileges of Licensee under this license shall be surrendered. The City may thereafter 18 exclude Licensee from further use of the street under this license. l 9 17. hi the event of the termination of this license, Licensee shall at its own 2 0 cost and expense, remove the encroachment facilities as the City in its reasonable discretion may 21 decide. This provision maybe suspended by the City of Vernon at its sole discretion during such 2 2 period as licensee may be negotiating with the City of Vernon for renewal of this license. If 2 3 Licensee is directed to remove the encroachment facilities and fails to do so, City shall have the 2 4 right to remove them at Licensee's sole expense, and shall have recourse for recovery of cost 2 5 against the licensee and/or the performance bond. 2 6 18. Licensee shall preserve and save harmless the City and each officer and 2 7 employee thereof from any liability or responsibility for any accident, loss or damage to persons 2 8 or property happening or occurring as a proximate result of the encroachment or the construction s _ i ; 1 operation and or maintenance thereof. 2 19. Any notice, communication, request, instruction or other document 3 required or permitted hereunder shall be in writing and deemed given when hand-delivered or 4 sent by confirmed facsimile or U.S. Mail service, to the following: 6 CITY: CITY OF VERNON ATTN: ACTING CITY CLERK 7 4305 SANTA FE AVENUE VERNON, CA. 90058-0805 FAX: (323) 826-1438 9 LICENSEE: EXXONMOBIL OIL CORPORATION 10 ATTN: RUTH CRONIN-FRUITY 11 12851 EAST 166TH STREET CERRITOS CALIFORNIA 90703-2103 12 FAX: (310) 212-1788 13 LICENSEE: EXXONMOBIL PIPELINE COMPANY 14 ATTN: RIGHT OF WAY DEPARTMENT 800 BELL STREET 15 HOUSTON, TEXAS 77002 FAX: (713) 656-4735 16 17 18 19 20 21 22 23 24 25 26 27 28 ~ 6 1 EXECUTED IN IDUPLICATE this day of , 2005. 2 3 CITY OF VERNON EONIS C. MALBLLRG, Mayor 5 6 7 ATTEST: 8 9 BRUCE V. MALKENHORST JR., Acting City Clerk 10 APPROVED AS TO FORM: 11 12 ERIC FRESCH, City Attorney 13 14 EXXONMOBIL OIL CORPORATION 15 16 By: Si re 17 rk Print Name 18 ttorne -in-Fact 19 Title 20 21 By. y~ Signature ' 22 _ Print Name 23 Attorney-in-Fact Title 24 25 2 6 NOTE: Please type names below signatures. Signatures shall be notarized. 27 28 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of L®5 ~N6ci~5 ss. On 6UDilE~~• Q~,~~' uCfore me, /U~ 'D7~ ~1'G(,BL1 C.., Date ame and T/t~le of OTficer (e.g., "Jane Doe, Notary ublic'") personally appeared ~ C • ~'~/C//~ ptN.s~ 15 ~ ~~/~-~l/~j~ ~GU~ , Name(s) of Signer(s) personally known to me 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 1~b97d acknowledged to me that ~e~sUe/they executed NolaryPi~Nc~Cc~toml° ~ the same in Izis~s~/their authorized Ibo~~npe~srcounW capacity(ies), and that by ~s,4~e~/their MY Cgnm. ~ 29, 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. Place Notary Seal Above Signature of Notary Publi OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document , r~ Title or Type of Document: ~0~ f LIC~NS~ ~C•~/?/1~ ~~0 Document Date: ~~N~,-F Ca~p(,~,~e,l(, Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ? Individual ~ • Top of thumb here ? Corporate Officer -Title(s): ? Partner - ? Limited ? General L~ Attorney in Fact ? Trustee ? Guardian or Conservator ? Other: ~1 Signer Is Representing: '~SCXD(Jl~l.l~rg(.~., ©lL COMP. ©1999 National Notary Associelion • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.natienalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6627 . 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'cjr!';,s. re' s. .r,;r'•f ~~.~..t. .`:R~. ~ 'a`N•~`f' ~;~r':.1.5~.•:. h-Rt~r. ti~ i.IKt••vf~;.y~ *.yj7•dl - ,a{: I~ :.~'•y+> a Y~ P' ~p ~ . ~w ~ : i~.•4,f~.~4"''Gw iii: ~..r, _ Sfi s,~:..'-~•~ J` ~ , '•r••:.i., 'r•, ~'1 'x a1~:~ 7':' L~~ Yw ~JS: iY'T' ,?_,Y ' ~ - i • ~ ~ ~ ~ ~ ? ? ~ ~ ~ . W . ~ ~ ~ ~ ~ A o ~ ~ ~ ~ ~ ~ ~ . ~ ~ ~ n1 . `r ~ ~ . ~ ~ ~ -~i ~ A . ~ . ~ . . Z oo ! ~ . A °°z I ~ ~ ~ ~ . ~ ~ ~ S OTQ . S~. ~ ~ . f. ~ ~ _ . ~ ~ ~ 1 5 v 11.,.,.E 0 . ~i~ fT ; . . / I -F~ ~..j\ . ~,N~ ~27.~s~"~ x.75' s3 . ~ ~ ~ ~ ~ •r -r,-;. : r:~.. ~ PL0 T OF h.Yc ~ J~SZ, . - _ _ _ _ .MOBIL OtL CDP.PaRAT•tO~N , TEEL -PIPE' LINE ~L:~ I - ' 3; ' . ,':E;,,}, 4,. V E RN o N TO ATW O O D,.. ~ , . r;.. . t r c ° ~.Y,s:.s .r.N H^-r., n;T`.~~fJ~~~~h+ •:f ~~.d' i~ ~L _ ' ~ 'BAN !N./ ' . 37TH S`T _ ~ LYD.. _ . ,l O~I~ rl OF VERB I~ . • ` i I s r - - s~VELr IM~J COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM. L-5 Tom:-- Bruce V. Malkenhorst, Jr., Acting City Clerk FROM: Samuel Kevin Wilsorector of Community Services & Water DATE: December 14, 2005 SUBJECT: EXXONMOBIL OIL CORPORATION -ENCROACHMENT LICENSE AGREEMENT N0.400 ExxonMobil Oil Corporation (Exxon) was issued Encroachment License Agreement Nos. 321, 339 and 347 previously. The agreements have expired and staff prepared the enclosed Encroachment License . Agreement No. 400 to replace and supercede the terms and conditions of the aforementioned agreements. Exxon has requested that the agreements be extended twenty-five years effective December 1, 2005. under Encroachment License Agreement No. 400.to operate, maintain, use, replace and abandon in place in accordance with good engineering practice (after flushing with water and filling with driller's mud) and/or remove private steel pipe lines and appurtenances to conduct petroleum products or water along and under the following streets in the City of Vernon as shown on engineer's drawings marked Exhibit "A" (License Agreement No. 321) attached hereto and made a part hereof as though fully set forth herein and described as follows: crossing 37"' Street, 18 feet (3" pipe) and (8" pipe), 40 feet (8" pipe), 51 feet (8"pipe), and 63 feet (3- 8" and 1-10") east of the easterly line of the Atchison, Topeka and Santa Fe Railroadright-of--way (100 feet wide) between Santa Fe Avenue and Seville Avenue, Exhibit "B" (License Agreement No. 339) attached hereto and made a part hereof as though fully set forth herein and described as follows: along 37~` Street between Seville Avenue and Soto Street-one 8" water line and Exhibit "C" (License Agreement No.347) attached hereto and made a part hereof as though fully set forth herein and described as follows: Crossing Soto Street and crossing the Los Angeles River at the Soto Street Bridge. Exxon has executed Encroachment License Agreement No. 400 and a check in the amount of $20,849.58 was deposited with the City. These fees include $17,500.00 for the issuance fee and $3,349.58 for the first annual renewal fee. It is recommended that Encroachment License Agreement No. 400 be approved and the Mayor and Acting City. Clerk be authorized to sign. SKW/ca Enclosures c: City Attorney Jeff Harrison R 1 ENCROACHMENT LICENSE AGREEMENT N0. 400 2 THE CITY OF VERNON, a municipal corporation of the State of California, as 3 Licensor (hereinafter referred to as "City") and ExxonMobil Oil Corporation, (hereinafter 4 referred to as "Licensee") do hereby agree as follows: 5 1. This License Agreement shall replace and supercede the terms and 6 conditions of Encroachment License Agreements No. 321, No. 339 and No. 347 between the 7 City and Licensee. Faneroachment License Agreement No. 321 was approved and adopted on 8 November 1, 1971. Encroachment License Agreement No. 339 was approved and adopted on 9 Apri16, 1976. Encroachment License Agreement No. 347 was approved and adopted on June 4, 10 1980. 11 2. Licensor has all requisite power of authority to enter into this 12 Encroachment License Agreement. Subject to the right of the City of Vernon to terminate this 13 license for reasonable cause, as defined below, the City hereby grants to Licensee a license for a 14 term of twenty-five (25) years from and after the date of this license to operate, maintain, use, 15 replace and abandon in place in accordance with good engineering practice (after flushing with 16 water and filling with driller's mud) and/or remove private steel pipe lines and appurtenances to 17 conduct petroleum products or water along and under the following streets in the City of Vernon 18 as shown on engineer's drawings marked Exhibit "A" (License Agreement No. 321) attached 19 hereto and made a part hereof as though fully set forth herein and described as follows: crossing 2 0 37th Street, 18 feet (3" pipe) and (8" pipe), 40 feet (8" pipe), 51 feet (8" pipe), and 63 feet (3-8" 21 and 1-10") east of the easterly line of the Atchison, Topeka and Santa Fe Railroad right-of--way 2 2 (100 feet wide) between Santa Fe Avenue and Seville Avenue, Exhibit "B" (License Agreement 2 3 No`. 339) attached hereto and made a part hereof as though fully set forth herein and described as 24 follows: along 37th Street between Seville Avenue and Soto Street-one 8" water line and Exhibit 2 5 "C" (License Agreement No.347) attached hereto and made a part hereof as though fully set 2 6 forth herein and described as follows: Crossing Soto Street and crossing the Los Angeles River 27 at the Soto Street Bridge. 2 8 3. This license is granted subject to the terms and conditions set forth in the i 1 Code of the City of Vernon,. Chapter 22 Article VI, with the exception that the Licensee may ' 2 either provide insurance as required under 22.49-1(b) or maintain self insurance to the same 3 limits, and the acceptance hereof shall evidence the Licensee's agreement to all terms of said 4 article with said exception and the additional. conditions hereinafter contained. 5 4. Licensee shall pay to the City of Vernon the issuance fee of One Thousan 6 Two Hundred and Fifty Dollars ($1,250.00) for each pipeline crossing the street; a total often 7 (10) crossings. which equals Twelve Thousand Five Hundred Dollars ($12,500.00) and an 8 issuance fee of Two Thousand Five Hundred Dollars ($2,500.00) for each along the street; a total 9 of two (2) pipes which equals Five Thousand Dollars ($5,000.00) for a grand total of Seventeen 10 Thousand Five Hundred Dollars ($17,500.00) prior to the issuance of the license(s). Licensee 11 shall also pay to the City the annual Renewal fee of Three Thousand Three Hundred and Forty 12 -Nine Dollars and Fifty-Eight Cents ($3,349.58) payable each year during the term of the license 13 on or before the anniversary of the date of this License Agreement. 14 This annual renewal fee shall be revised in accordance with the changes in the 15 Consumers Price Index published by the United States Department of Labor, Bureau of Labor 16 Statistics for Urban Earners and Clerical Workers-Annual Average -Los Angeles -.Anaheim- 17 Riverside area, California -all items. In the event said Index, as of the anniversary date, is 18 higher than said Index for the- issuance date, the renewal fee shall be increased effective the 19 anniversary date by multiplying said renewal fee by a fraction, the numerator of which is the 2 0 Index for the current anniversary date and denominator of which is the Index existing on the 21 issuance date. There shall be no reduction in fees by operation of this provision. If, in the 2 2 future, said Index shall be changed so that the base year differs from that used as of the date of 2 3 commencement of the term hereof, it shall be converted in accordance with the .conversion factor 2 4 published by the United States Department of Labor, Bureau of Labor Statistics. In the event 2 5 said Index is discontinued or revised during the term of this Agreement, such other governrrrental 2 6 Index or computation with which it is replaced, shall be used in order to obtain substantially the 27 same result that would be obtained if said•present Index had not been. discontinued or revised. 2 8 5. Licensee shall maintain the City property in first class condition to the 2 satisfaction of the City of Vernon, and Licensee shall not construct any structure without having ' 2 received a permit therefore from the City of Vernon. Upon completion of the activities to be ; 3 performed under the license, licensee shall return the City property to the condition it was in at 4 the time of execution of this- license. Licensee shall exercise reasonable care in inspecting, 5 testing, maintaining, and repairing the Pipeline in first class condition to the satisfaction of the 6 State Fire Marshal, the State Department of Transportation, and the City of Vernon. 7 6. Licensee shall obtain all necessary Federal, State, and Local Permits, 8 including City of Vernon health permits, and no repair or construction to the Pipeline shall be 9 performed except. in accordance with the provisions of Chapter 22 of the Vernon City Code 10 pertaining to encroachments to the extent they are not in conflict with any paramount authority 11 of the State or Federal Government. In the event that Licensee shall fail to utilize the City's. 12 property covered by this license for a consecutive period of six (6) months during any period of 13 time after it has been placed in operation, the City Council of the City of Vernon shall have the 14 right, at its sole discretion, to declare this license terminated. 15 7. The Pipeline(s) shall meet the safety requirements of the California 16 Pipeline Safety Act of 1981 (Government Code Section 51010, et seQ.) and/or the United States 17 Hazardous Liquid Pipeline. Safety Act (49 U.S.C. Section-2001, et seq.), whichever is applicable, 18 or any successor provisions. Licensee shall comply with all valid regulations and orders issued 19 under either Act, as applicable. Failure to comply with any lawful order of the State Fire Marshal 2 0 or any other authorized public officer shall constitute a default. 21 8. Licensee shall file and maintain with the City of Vernon, in accordance 2 2 with government code Section 51015, a map or set of maps showing the location of the 2 3 Pipeline(s), a description of all products transported in the Pipeline(s), and a contingency plan: fo 24 Pipeline emergencies. In accordance with Vernon City Code Section 22.85, the map or-set of 2 5 maps shall each be drawn to a scale of not less than one inch to two hundred feet, showing in 2 6 detail the plan location, size and kind of installation of all underground encroachments, whether 2 7 currently in use or abandoned in place. A corrected map or set of maps, each drawn to such 2 8 scale, shall be filed annually with the traffic engineer and shall include all installations made 3 ' 1 during the previous year. Failure of the licensee to comply with the above instructions shall " 2 constitute a default. 3 9. .The Licensee shall. construct, install, and maintain the Pipeline(s) and 4 appurtenances in accordance and in conformity with all of the ordinances and rules adopted by 5 the City Council and not in conflict with any paramount authority of the State or Federal 6 government.. 7 10. Licensee shall become a member agency of Underground Service Alert 8 and perform all duties as required by said agency. 9 11, Upon. notice from the traffic engineer, Licensee shall promptly repair or 10 restore at its. own cost and expense, to the satisfaction of-the. City of Vernon, any damage caused 11 to any street, alley or other public or private property, in the City 12 of Vernon by reason of any breaks, or failure of the facilities constructed, maintained, or 13 operated under this license; and if Licensee shall fail to comply with any instructions of the City 14 relative thereto within thirty (30) days after the service of written notice upon Licensee requiring 15 compliance therewith, then the City may immediately do whatever work is necessary to carry out 16 said instructions at the cost and expense of said Licensee, which costs by the acceptance of this 17 License, said Licensee agrees to pay upon demand. Upon failure of licensee to pay, City shall 18 have an independent cause of action for recovery against the Licensee, the performance bond, 19 and/or the policies of insurance required by this License 2 0 12. In case of a serious earthquake or disaster, operations of said facilities 21 shall be suspended immediately. Only after a thorough physical check of the entire facilities by a 2 2 maintenance crew of Licensee shall operations be resumed. Licensee shall provide the City with 2 3 -the opportunity to have a City inspector present at such check of the facilities. 2 4 13. If, at any time during the term of this franchise, it becomes necessary to 2 5 remove or relocate the Pipeline(s) in order to accommodate a construction proj ect performed, by 2 6 or on behalf of the City of Vernon, Licensee shall at its own cost and expense promptly remove 2 7 or relocate said facilities. 2 8 14. Licensee hereby assumes all liability for and agrees to pay for any ground 4 1 or water contamination resulting from its construction, operation, maintenance, inspection, ' 2 replacement, removal, existence, and use of the Pipeline(s) and agrees to indemnify the City and 3 save it harmless from any and all claims, demands, and causes of action (including reasonable 4 attorneys fees) for such environmental damage, except to the extent that such claims, demands, 5 or causes of action result from the City's negligence or willful misconduct. Licensee agrees to 6 clean up and remediate all such damage and restore the surface to the grade and condition 7 existing prior to its activities, in accordance with all applicable federal and state environmental 8 laws. 9 15. Licensee shall not sell, transfer, assign or lease this license, or any part 10 hereof, or any of the rights or privileges granted hereby without the City's. consent. Licensee ma 11 not assign its duties hereunder, and may not assign its rights hereunder to a public utility without 12 the City's consent. 13 16. In the event Licensee fails to keep, fulfill or perform any of the terms or 14 conditions of this license and- fails to remedy such default within thirty (30) days after written 15 notice from the City, the City may declare this license terminated. Upon such a declaration of 16 termination and failure to remedy such default this license shall be cancelled and -all of the rights 17 and privileges of Licensee under this license shall be surrendered. The City may thereafter 18 exclude Licensee from further use of the street under this license. 19 17. In the event of the termination. of this license, Licensee shall at its own 2 0 cost and expense, remove the encroachment facilities as the City in its reasonable discretion may 21 decide. This provision maybe suspended by the City of Vernon at its sole discretion during such 2 2 period as licensee maybe negotiating with the City of Vernon for renewal of this license. If 23 Licensee is directed to~remove the encroachment facilities and fails to do so, City shall have the 24 right to remove them at Licensee's sole expense, and,shall have,recourse for recovery of cost 2 5 against the licensee and/or the performance bond. 2 6 18. Licensee shall preserve and save harmless the City and each officer and 2 7 employee thereof from any liability or responsibility for any accident, loss or damage to persons 2 8 or property happening or occurring as a proximate result of the encroachment or the construction s 1 operation and or maintenance thereof. = • 2 19. Any notice, communication, request, instruction or other document 3 required or permitted hereunder shall be in writing and deemed given when hand-delivered or 4 sent by confirmed facsimile or U.S. Mail service, to the following: \ 5 6 CITY: CITY OF VERNON ATTN: ACTING CITY CLERK 7 4305 SANTA FE AVENUE 8 VERNON, CA. 90058-0805 FAX: (323) 826-1438 9 LICENSEE: EXXONMOBIL OIL CORPORATION 10 ~ ATTN: RUTH CRONIN-FRUITY 11 12851 EAST 166TH STREET CERRITOS, CALIFORNIA 90703-2103 12 FAX: (310) 212-1788 13 LICENSEE: EXXONMOBIL PIPELINE COMPANY 14 ATTN: RIGHT OF WAY DEPARTMENT 800 BELL STREET 15 HOUSTON, TEXAS 77002 FAX: (713) 656-4735 16 17 18 19 20 21 22 23 24 25 26 27 28 6 1 EXECUTED IN DUPLICATE this day of , 2005. = 2 3 CITY OF VERNON 4 LEONIS C. MALBURG, Mayor 5 6 7 ATTEST: 8 9 BRUC&V. MALKENHORST JR., Acting City Clerk 10 APPROVED AS TO FORM: 11 12 ERIC FRESCH, City Attorney 13 14 EXXONMOBIL OIL CORPORATION 15 16 By: Sign re 17 J.C. Larkin Print Name 18 19 Title 2 0 ~ ~'nJVt/~/u~~ By. 21 Signature 22 R.L. Cronin-Fruitt Print Name 23 Attorne -in-Fact Title 24 25 2 6 NOTE: Please type names below signatures. Signatures shall be notarized. 27 28 '7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of ~ f W ACS On ~D~le~l,P~~o~before me, ryl~1,aDU ~,el/UL~, A.SmT14R~1 ~ic8lt~ , Date Name and Title of Officer (e.g., "Jane Doe, otary Public') personally appeared ~ C• L-~~~GI/J I~N~ L• ~~Zo~tl~N' , Name(s) of Signer(s) C~personally known to me ? proved to me on the basis of satisfactory evidence . to be the person(s) whose name(s) ~ie/are subscribed to: the within instrument and acknowledged to me that /they executed ~ Cron 1665974 the same in #is~h.er/their authorized 'cQ~~ ~ capacity(ies), and that by f~/their M~fco ?rr~ 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 ~r~z>~~ _ Place Notary Seal Above -~i" ~-Signature of Notar Pu tic OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document _ Title or Type of Document: ~A.1L'~D~.#'I/~lc?ui Lt~iEIUJL ~7~ ~`t'~ Document Date:~Q(Nl~~~~ [ib a C:U~-l~~~i Number of Pages: ~ b Signer(s) Other Than Named Above: _ Capacity(ies) Claimed by Signer Signer's Name: ? Individual Top of thumb here ? Corporate Officer -Title(s): ? Partner - ? Limited ? General Attorney in Fact ? Trustee ? Guardian or Conservator ? Other: ~ Signer Is Representing: ~C?~ 1"Iq.)I'~~L ©6'L CoP~ ©1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • urww.nationalnolary.org Prod. 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A ~z _ , . _ . . ~ ~ ~ ~ ~ _ . ~ Rt y ~ ~ A ~ ~ ~ ~ ~ . ~ ~ _ • : ::~t. . • . 15.83' ::',;.;v..f)9 ~ . "27.~d~"~ 5.75'• ? ~y ~ . ~ ~ ~ ~ ~ ::L • J~5 ° 'f;:•.:•. ~ ,j^;. ' fir.. M O ~ ~ • _ :4 STEEL -P1PE L)~1E .;.g',:.vi SRN N To ATWooD,: '~-=Ad's.`. ' ~ PRot~uGT Lit` ~ ~ ~ - - *1: ~'ti-c~' L p~ ~;o. - ,•4,:` 1 yy _ ,mot ~ ka.::, , . r~ i 0 LJ tt f if F 0 ~ ' • •'V: .~C B r1 1~~ 011 ~ - , . ~ , 37 7H . • ~ BAN 1N.~ L v~, ~ . .wN `y tm it ~}1 Q)~.-.~V'An~ f 'I,N..-T. ExxonMobil Pipeline Company 12851 East166th Street Cerritos,CA 90703-2103 (310)212-1794 Telephone (310)212-1788 Facsimile EonMobil Pipeline CERTIFIED MAIL March 22, 2016 RECEIVED MAR 2 8 2016 City of Vernon CITY CLERK'S OFFICE 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets License Nos. 387, 400, 405, 1714 and 1715 ExxonMobil Oil Corporation (ExxonMobil) currently owns and operates certain pipeline assets in the City of Vernon (City) under License Nos. 387, 400, 405, 1714 and 1715. ExxonMobil recently entered into a Sale and Purchase Agreement with PBF Holding Company LLC (Buyer) to purchase the pipeline assets covered by this License. The pipeline asset will be transferred into the name of Torrance Pipeline Company LLC (Torrance Pipeline). Please be advised that for the period extending from the date the sale is finalized to the date the subject license is assigned to Torrance Pipeline, the license will remain in ExxonMobil's name, Torrance Pipeline will be the owner, and Torrance Logistics Company LLC (Torrance Logistics) will be the operator of said facilities. As licensee, ExxonMobil will continue to adhere to all License stipulations, including Insurance and Bonds, if required. Torrance Logistics will operate and maintain the facilities pursuant to the terms and conditions of the License, which will include obtaining necessary construction permits for the on-going maintenance. If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at (714) 379-3376. Thank you for your time and consideration. Sincerely, Teri A. Shinde, SR/WA, RNV-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc: M. Boone(PBF Holding Company LLC) An ExxonMobil Subsidiary ADDITIONAL INFORMATION , Of ZI ,,t ftr# flp vv. ti Vfl011 j OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 May 26, 2016 ExxonMobil Oil Corporation Attn: Rights of Way and Claims Department 12851 East 166th Street Cerritos, CA 90703 Re: Consent to Assignment of License Numbers 387,400,405, 1714, 1715 and Licenses Dated September 24, 1965, January 19, 1965, and March 16, 1965 Dear Sir or Madam: Transmitted herewith is a fully executed original of the above-referenced request to consent of assignment, approved by the City Administrator on May 25,2016. If you have any questions regarding this matter, please call Ms. Lilia Hernandez at 323/583-8811 ext. 266. Very ■ ly yours, 'r Deborah R. Juar Records Management Assis nt Enclosure c: Lilia Hernandez Purchasing Department Agreement File No. 16-052 Exclusively Industrial CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: ExxonMobil Oil Corporation CONTRACT PURPOSE: Consent to Assignment of License Numbers 387,400,405, 1714, 1715,and Licenses Dated September 24, 1965,January 19, 1965,and March 16, 1965 to Torrance Pipeline Company LLC CONTRACT IS: 0 FEDERAL 0 PREVAILING WAGE 0 COMPETITIVE SELECTION&NOTICED RFP ❑ COMPETITIVE BID&NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS(APPROVAL ATTACHED) O SERVICES 0 MATERIALS ❑ BUDGETED K NOT BUDGETED TOTAL CONTRACT VALUE: $ None Charge Acct. No(s) Amendment Value$ o Contract is an Amendment to Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Lilia Hernandez PHONE: ext. 266 **See attached e-mail** AUTHORIZATION: 0 Approved by Council on (Check One) Resolution No. _ (if applicable) ❑ Approved by City Administrator on Note:Attach supporting documentation ❑Amendment Approved by (if applicable) ROUTING SEQUENCE:(Please Follow In Order-Do not use N/A) Initials Date (1)Responsible Department Person JAL SIS Checks substance of contract and assembles two(2)copies of ��JJ��$$ contract, insurance&bond documents, certifies compliance with Competitive Bidding and Purchasing Ordinance (2)Liability and Claims VY t 5 V `C Approves insurance and sureties, if bonds required ^ k (3)Finance(Purchasing) Si%S \� Checks compliance with Competitive Bidding& Living Wage Ordinances -) and reflected in current budget (4) City AttorneyP7617 Approves contract as to form, verifies bonds and insurance included (5)City Signatory 1213 Signs all copies on behalf of City (6)City ClerkjA . Attests signatures,numbers, files contract,insurance and bonds,and ZI transmits duplicate original to contractor, notifies IT to remove related RFP/bid notice,notifies any"consultant"of duties to file Form 700, if applicable Rev. 1/27/14 aaaaeeWra amara Cainimay tat WINO OW Nam CA 60701.2103 (3142t2-rmwow 310121217116Ftwaib E)KonMobii Pipeline April 20,2016 City of Vernon 4305 S.Sante Fe Ash. Vernon,CA 90058 Attention: City Clerk—Maria Ayala Subject Request to Consent to Assignment of License Numbers 387,400,405, 1714, 1715 and Licenses Dated September 24, 1985,January 19, 1985 and March 15, 1985 ExxonMobil Oil Corporation(ExxonMobil)las entered into an Agreement for the sale of certain assets and properties in California to Torrance Pipeline Company LLC(Torrance Pipeline). In connection with this sale,it has been determined that certain rights affecting property located in Los Angeles County,as more particularly described in the attached instruments,require written consent of the Licensor for the assignment of ExxonMobil's rights to another company. As Licensor of the property,ExxonMobil hereby respectfully requests The City of Vemon's(City) consent to assign all of its rights and interest outlined in the attached License Agreements to Torrance Pipeline and further acknowledge the City's consent by signing this letter in the space provided below and returning the executed original to: ExxonMobil Oil Corporation Attn:Rights of Way and Claims Department 12851 East 166+Street,Cerritos,California,90703 Should you have questions or need additional information regarding this consent,please contact John Delavigne by email at jdelavigne®paragon-pertnes.can1,or by phone at(714)379-3376 ext.236. Sincerely, deiu:.11g4:A Teri A.Shinde,SR/WA,R/W-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation 4M CONSENT AGREED TO AND ACCEPTED THIS Z c DAY OF Ay ,2016. CITYOF /i /1 ATTEST: �C.(/�/ ��, 111 Name:Carlos R.Fandino Jr, atthew Ceballos, Deputy City Clerk Title:City Administrator APPROVED AS TO FORM: Brian Byun, De ity City Attorney M . &Mite_ NO STAFF REPORT SUPPORTING INFORMATION ITECIERVan MAY 162016 EPT Torrance Pipeline rfOrranc@TYATTORNEYD Company LLC 111 W.Ocean Blvd. ipeline Company LLC Suite 1500 Long Beach,CA 90802 www.pbfenergy.com CERTIFIED MAIL May 11,2016 Brian Byum, Deputy City Attorney City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 • Subject: Notice of Sale of Assets-Amended License Nos. 387,400,405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 Dear Mr. Byum: On December 10,2015, EoconMobil Oil Corporation(EroconMobil)mailed a letter to Maria Ayala notifying her that EroconMobil recently entered into a Sale and Purchase Agreement with PBF Holding Company LLC(PBF)to purchase the assets covered by License Numbers 367,400,405, 1714 and 1715 and Licenses Dated September 24, 1965,January 19, 1965 and March 16, 1965. The pipeline suet will be transferred Into the name of Torrance Pipeline Company LLC(Torrance Pipeline).This letter also stated that Torrance Pipeline would request that the franchise be transferred to them once the sale is finalized. While the sale is tentatively scheduled to close on June 1, 2016,Torrance Pipeline respectfully requests that the City of Vernon approve the transfer from ExxonMobil to Torrance Pipeline once the sale has been finalized. PBF Holdinn Comoany LLC PBF Currently operates four oil refineries in Ohio,Delaware, New Jersey and Louisiana,and has entered Into an agreement to acquire the ExoconMobil Torrance refinery. Some Investment Highlights are as follows: • Market Capitalization of$3.5 billion • 800%increase in liquidity since 2011 • BB/Ba3 credit ratings—upgraded by S&P In the fourth quarter of 2015 • Fourth largest independent refiner it Brian 8yum May 11, 2016 Page Two • Second most complex independent refining system in the U.S. • Once the Torrance refinery has been acquired,will have a capacity for 864,000 bpd of crude oil across five refineries(Throughput Capacity for the West Coast will be 155,000 bpd) If you have any questions or require additional information at this time,please contact me at 562.349.1640. Thank you for your time and consideration. Very Tru You , Jeffrey Dill President P8F Western Region LLC cc: M. Boone ExxonMobil Pipeline Company RECEIVED 12851 East166th Street Cerritos,CA 90703-2103 MAY 1 6 2016 (310)212-1794 Telephone (310)212-1788 Facsimile CITY CLERK'S OFFICE EkonMobil Pipeline CERTIFIED MAIL May 9, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets -Amended License Nos. 387, 400, 405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 On March 22, 2016 you were provided ExxonMobil Oil Corporation's- pending orporation's pending change of ownership of its assets located within 0- 387, -387, 400, 405, 1714 and 1715 and License Dated Septet March 16, 1965 (see attached "Notice"). Please accept `G / Notice. For ease of reference, I have italicized the amends For the period extending from the date the sale is finalized Imo" assigned to Torrance Pipeline Company LLC (Torrance Pi, ExxonMobil's name, Torrance Pipeline will be the owner, ant (Torrance Logistics) will be the operator of said facilities. A, Pipeline will secure all Insurance documents as required, , additional insured. Torrance Logistics will continue to op pursuant to the terms and conditions of the Licenses, which construction permits for the on-going maintenance. If you have any questions or require additional information at th Delavigne at Paragon Partners Ltd., ExxonMobil's right of way � . Delavigne can be reached at (714) 379-3376. Thank you for your time and consideration. Sincerely, Teri A. Shinde, SR/WA, R/W-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc:M.Boone(PBF Holding Company LLC) An ExxonMobil Subsidiary ExxonMobil Pipeline Company RECEIVED 12851 East166th Street Cerritos,CA 90703-2103 MAY 1 6 2016 (310)212-1794 Telephone (310)212-1788 Facsimile Cell CLERK'S OFFICE EkonMobil Pipeline CERTIFIED MAIL May 9, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets-Amended License Nos. 387, 400, 405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 On March 22, 2016 you were provided ExxonMobil Oil Corporation's (ExxonMobil) notice of pending change of ownership of its assets located within the City of Vernon under License Nos. 387, 400, 405, 1714 and 1715 and License Dated September 24, 1965, January 19, 1965 and March 16, 1965 (see attached "Notice"). Please accept this letter as an amendment to that Notice. For ease of reference, I have italicized the amended portion of the Notice. For the period extending from the date the sale is finalized to the date the subject Licenses are assigned to Torrance Pipeline Company LLC (Torrance Pipeline), the Licenses will remain in ExxonMobil's name, Torrance Pipeline will be the owner, and Torrance Logistics Company LLC (Torrance Logistics) will be the operator of said facilities. As owner of said facilities, Torrance Pipeline will secure all Insurance documents as required, and will name ExxonMobil as an additional insured. Torrance Logistics will continue to operate and maintain the facilities pursuant to the terms and conditions of the Licenses, which will include obtaining necessary construction permits for the on-going maintenance. If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at(714) 379-3376. Thank you for your time and consideration. Sincerely, Teri A. Shinde, SRNVA, R/W-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc:M.Boone(P8F Holding Company LLC) An ExxonMobil Subsidiary ExxonMobil Pipeline Company RECEIVED 12851 East166th Street Cerritos,CA 90703-2103 MAY 1 6 2016 (310)212-1794 Telephone (310)212-1788 Facsimile CITY CLERK'S OFFICE EkonMobil Pipeline CERTIFIED MAIL May 9, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets -Amended License Nos. 387, 400, 405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 On March 22, 2016 you were provided ExxonMobil Oil Corporation's (ExxonMobil) notice of pending change of ownership of its assets located within the City of Vernon under License Nos_ 387, 400, 405, 1714 and 1715 and License Dated September 24, 1965, January 19, 1965 and March 16, 1965 (see attached "Notice"). Please accept this letter as an amendment to that Notice. For ease of reference, I have italicized the amended portion of the Notice. For the period extending from the date the sale is finalized to the date the subject Licenses are assigned to Torrance Pipeline Company LLC (Torrance Pipeline), the Licenses will remain in ExxonMobil's name, Torrance Pipeline will be the owner, and Torrance Logistics Company LLC (Torrance Logistics) will be the operator of said facilities. As owner of said facilities, Torrance Pipeline will secure all Insurance documents as required, and will name ExxonMobil as an additional insured. Torrance Logistics will continue to operate and maintain the facilities pursuant to the terms and conditions of the Licenses, which will include obtaining necessary construction permits for the on-going maintenance. If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at (714) 379-3376. Thank you for your time and consideration. Sincerely, J4 Teri A. Shinde, SR/WA, R/W-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc:M.Boone(PBF Holding Company LLC) An ExxonMobil Subsidiary ExxonMobil Pipeline Company RECEIVED 12851 East166th Street Cerritos,CA 90703-2103 MAY 1 6 2416 (310)212-1794 Telephone (310)212-1788 Facsimile CITY CLERK'S OFFICE EkonMobil Pipeline CERTIFIED MAIL May 9, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets -Amended License Nos. 387, 400, 405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 On March 22, 2016 you were provided ExxonMobil Oil Corporation's (ExxonMobil) notice of pending change of ownership of its assets located within the City of Vernon under License Nos. 387, 400, 405, 1714 and 1715 and License Dated September 24, 1965, January 19, 1965 and March 16, 1965 (see attached "Notice"). Please accept this letter as an amendment to that Notice. For ease of reference, I have italicized the amended portion of the Notice. For the period extending from the date the sale is finalized to the date the subject Licenses are assigned to Torrance Pipeline Company LLC (Torrance Pipeline), the Licenses will remain in ExxonMobil's name, Torrance Pipeline will be the owner, and Torrance Logistics Company LLC (Torrance Logistics) will be the operator of said facilities. As owner of said facilities, Torrance Pipeline will secure all Insurance documents as required, and will name ExxonMobil as an additional insured. Torrance Logistics will continue to operate and maintain the facilities pursuant to the terms and conditions of the Licenses, which will include obtaining necessary construction permits for the on-going maintenance. If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at (714) 379-3376. Thank you for your time and consideration. Sincerely, Teri A. Shinde, SR/WA, RAW-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc:M.Boone(PBF Holding Company LLC) An ExxonMobil Subsidiary ExxonMobil Pipeline Company RECEIVED 12851 East166th Street Cerritos,CA 90703-2103 MAY 1 6 2016 (310)212-1794 Telephone (310)212-1788 Facsimile CITY CLERK'S OFFICE E*(onMobil Pipeline CERTIFIED MAIL May 9, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets -Amended License Nos. 387, 400, 405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 On March 22, 2016 you were provided ExxonMobil Oil Corporation's (ExxonMobil) notice of pending change of ownership of its assets located within the City of Vernon under License Nos_ 387, 400, 405, 1714 and 1715 and License Dated September 24, 1965, January 19, 1965 and March 16, 1965 (see attached "Notice"). Please accept this letter as an amendment to that Notice. For ease of reference, I have italicized the amended portion of the Notice. For the period extending from the date the sale is finalized to the date the subject Licenses are assigned to Torrance Pipeline Company LLC (Torrance Pipeline), the Licenses will remain in ExxonMobil's name, Torrance Pipeline will be the owner, and Torrance Logistics Company LLC (Torrance Logistics) will be the operator of said facilities. As owner of said facilities, Torrance Pipeline will secure all Insurance documents as required, and will name ExxonMobil as an additional insured. Torrance Logistics will continue to operate and maintain the facilities pursuant to the terms and conditions of the Licenses, which will include obtaining necessary construction permits for the on-going maintenance. If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at(714) 379-3376. Thank you for your time and consideration. Sincerely,4" Teri A. Shinde, SR/WA, R/W-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc:M.Boone(PBF Holding Company LLC) An ExxonMobil Subsidiary ExxonMobil Pipeline Company RECEIVED 12851 East166th Street Cerritos,CA 90703-2103 MAY 1 6 2016 (310)212-1794 Telephone (310)212-1788 Facsimile CnY CLERK'S OFFICE E7XonMobil Pipeline CERTIFIED MAIL May 9, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Notice of Sale of Assets-Amended License Nos. 387, 400, 405, 1714 and 1715 and Licenses Dated September 24, 1965, January 19, 1965 and March 16, 1965 On March 22, 2016 you were provided ExxonMobil Oil Corporation's (ExxonMobil) notice of pending change of ownership of its assets located within the City of Vernon under License Nos_ 387, 400, 405, 1714 and 1715 and License Dated September 24, 1965, January 19, 1965 and March 16, 1965 (see attached "Notice"). Please accept this letter as an amendment to that Notice. For ease of reference, I have italicized the amended portion of the Notice. For the period extending from the date the sale is finalized to the date the subject Licenses are assigned to Torrance Pipeline Company LLC (Torrance Pipeline), the Licenses will remain in ExxonMobil's name, Torrance Pipeline will be the owner, and Torrance Logistics Company LLC (Torrance Logistics) will be the operator of said facilities. As owner of said facilities, Torrance Pipeline will secure all Insurance documents as required, and will name ExxonMobil as an additional insured. Torrance Logistics will continue to operate and maintain the facilities pursuant to the terms and conditions of the Licenses, which will include obtaining necessary construction permits for the on-going maintenance. If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at (714) 379-3376. Thank you for your time and consideration. Sincerely, Teri A. Shinde, SR/WA, R/W-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc:M.Boone(PBF Holding Company LLC) An ExxonMobil Subsidiary Torrance Pipeline Company LLC 12851 East 166"Street Torrance Pipeline Cerritos,California 90703 Company LLC www.pbfenergy.com CERTIFIED MAIL August 18, 2016 City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Attention: Maria Ayala, City Clerk Subject: Bond and Insurance Certificates License/Permit No. 400 Previously, you were provided with ExxonMobil Oil Corporation's (ExxonMobil) notice of the pending change of ownership of its assets located within the City of Vernon under License/Permit No. 400. Please accept this letter as Notification that this change of ownership to Torrance Pipeline Company LLC (Torrance Pipeline) became effective on July 1, 2016. Pursuant to the Terms and Conditions of License/Permit No. 400, please find the enclosed: 1) Franchise Bond Certificate 2) Insurance Certificate If you have any questions or require additional information at this time, please contact Mr. John Delavigne at Paragon Partners Ltd., right of way consultant for this project. Mr. Delavigne can be reached at (714) 379-3376. Thank you for your time and consideration. Sincerely, af- ct Teri A. Shinde, SR/WA, R/W-NAC Right of Way Manager • I- ..0111.4 ® DATE(MMIDD/YYYY) '`` �' CERTIFICATE OF LIABILITY INSURANCE 08/12/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If m SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this c certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 0 PRODUCER CONTACT 0 Aon Risk Services Northeast, Inc. PHONE (866) 283-7122 FAX (800) 363-0105 m Stamford CT office (NC.No.Eat): (ATC.No.): 'o 1600 Sumner Street Stamford CT 06907-4907 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: ACE Property & Casualty Insurance Co. 20699 PBF Holding Company LLC and INSURERS: National Union Fire Ins Co of Pittsburgh 19445 Torrance Pipeline Company LLC 12851 East 166th Street INSURER C: New Hampshire Ins Co 23841 Cerritos CA 90703 USA y1SU ER D: Illinois National Insurance Co 23817 INSURER E: AXIS Surplus Insurance Company 26620 INSURER F: steadfast Insurance Company 26387 COVERAGES CERTIFICATE NUMBER:570063343300 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested PERTYPE OF IMIL SUBR NSURANCE RSO POLICY NUMBER POLICY EFF /IPOLICY EXP LIMITS 8 X COMMERCIAL GENERAL LIABILITY GL2819954 „/ 0 1 01• EACH OCCURRENCE $10,000,000 E CLAIMS-MADE El OCCUR EAU791190012015 12/17/201512/17/2016 DAMAGE TORENTED $10,000,000 PREMISES(Ea occurrence) IED EXP(Any one person) $10,000,000 PERSONAL&ADV INJURY $10,000,000 8 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $20,000,000 M POLICY n PE Q pi LOC PRODUCTS-COMP/OP AGG S20,000,000 2 OTHER: SP in B AUTOMOBI.EUABILTTY CA 1949547 12/17/201512/17/2016 COMBINED SINGLE LIMIT $1,000,000 SIR applies per policy terms & conditions (Ea accident) x ANY AUTO BODILY INJURY(Per person) o —OWNED —SCHEDULED BODILY INJURY(Per accident) w to -- AUTOS ONLY AUTOSPROPERTY DAMAGE UHIRED AUTOS `NON-OWNED (Per accident) t ONLY _AUTOS ONLY 0 m A x UMBRELLA UM x OCCUR x00027935102001 12/17/2015 12/17/2016 EACH OCCURRENCE $25,000,000 V EXCESS LIAR —"' CLAIMS-MADE AGGREGATE $25,000,000 DED (RETENTION C WORKERS COMPENSATION AND wCO25889212 12/1772015'f2/17/2016` x PER STATUTE ER EMPLOYERS'LIABILITY Y/N workers Comp C ANY PROPRIETOR IPARTNER IEXECUTIVE NIA WCO29342379 12/17/2015 12/17/2016 E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) work Comp NJ, PA E.L.DISEASE-EA EMPLOYEE 51,000,000 Ilye s,describe under E.L.DISEASE-POLICY LIMIT $1,000,000— DESCRIPTION OF OPERATIONS below F Env site Liab EPC019621400 06/01/2016 06/01/2018 Aggregate 525,000,000= a DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Mdidonal Remarks Schedule,may be attached I more space is required) RW#'S 4474, 4475, 5002, 5570, 1068/ Res# 1714 & 1715/ Lic Agrmts 387, 400, 405. The City of Vernon, its officers, employees and agents are included as additional insureds. 30 day notice of cancellation to certificate holder. E.k a6J 0. CERTIFICATE HOLDER CANCELLATION �-- pine SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 54 ACCORDANCE WITH THE POUCY PROVISIONS. City of Vernon AUTHORIZED REPRESENTATIVE r4'' 4905 Santa Fe Avenue Wi Vernon CA 90058 USA `', � � ie� gn c(sya/�ss NG- _I ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000045928 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Northeast, Inc. PEW Holding Company LLC and POLICY NUMBER See Certificate Number: 570063343300 CARRIER NAIC CODE See Certificate Number: 570063343300 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR ADDL SUBR POLICY NUMBER POLICY POLICY LIMITS LTR TYPE OF INSURANCE INSD WVD EFFECTIVE EXPIRATION DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) WORKERS COMPENSATION p N/A wc012948388 12/17/2015 12/17/2016 work comp FL C N/A wc013626611 12/17/2015 12/17/2016 Work Comp CA ACORD 101(2008/01) 0 2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD