CONTRACT 2478 License Agreement CLOSEDRECORDING REQUEST BY
WHEN RECORDED MAIL TO
NAME City of E1 Segundo
Matiraa City Clerk's Department
ADDRESS 350 Main Street
CITY, STATE E1 Segundo, CA
ZIP CODE 90245
i
RECORDEDfl`1LED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LS ANELES COUNTY
CALIFORNIA
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
D.A. FEE
W,
PIPELINE LICENSE AGREEMENT
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ORIGINAL
Recording Requested by
and when Recorded Mail to:
City Clerk, City Hall
350 Main Street
El Segundo, CA 90245
PIPELINE LICENSE AGREEMENT
This Pipeline License Agreement ("Agreement") is made and entered into by and
between the CITY OF EL SEGUNDO, California, a general law city ("City") and AIR
PRODUCTS MANUFACTURING CORPORATION, a Delaware corporation ("Grantee"),
this 5th day of November 1996.
WITNESSETH
The parties hereto agree as follows:
SECTION 1. NATURE OF LICENSE. City �ereby grants a non-exclusive Pipeline
License ("License") to Grantee for the term of fifteen (15) years commencing on
November 5, 1996 to lay, construct, maintain, operate, repair, renew and use pipelines
not to exceed 4 inches in nominal internal diameter for transportation of nitrogen gas,
("the product") in, under, along and across the public streets, highways and alleys
(collectively "the Streets") in City, particularly described in Exhibit attached hereto and
incorporated herein by this reference. Grantee shall provide a minimum of thirty (30)
days prior written notice to the City Fire Department of any changes to the type and
nature of the product thereof, to be transported in the pipelines under this License
Agreement.
This License is hereby granted to Grantee and its lawful successors and assigns
subject to the terms hereof. This License shall include the right, for the period and
subject to such terms, to lay, construct, maintain, operate, repair, renew and use the
pipeline system of Grantee already laid out and constructed in the Streets as previously
authorized. 98 21.e572194
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SECTION 2. APPURTENANCES. Grantee shall have the right, subject to prior
approval of the City Engineer, to construct and maintain such traps, manholes, conduits,
valves, appliances, attachments and appurtenances (collectively "appurtenances") as may
be necessary or convenient for proper maintenance and operation of the pipelines.
Appurtenances shall be kept flush with the surface of the Streets and located so as to
conform to any requirement of the City Engineer in regard thereto and not to interfere with
the use of the Streets. Grantee shall have the right, subject to such ordinances, rules or
regulations as are now or [nay hereafter be enacted or in force, to make all necessary
excavations in the Streets for construction and repair of the pipelines and appurtenances
(collectively hereinafter "the. Facilities") subject to prior approval of the City Engineer and
acquisition by Grantee of all necessary City permits. The City Engineer may impose
reasonable conditions on V` a excavation work.
SECTION 3. LOCATION OF THE FACILITIES. So far as is practicable, the
Facilities shall be located along the edge or shoulder of the Streets or in parking areas
adjacent thereto so as to not unreasonably disturb the flow of traffic, and where possible
shall be laid in the unpaved portions of the Streets, if any.
SECTION 4. CON%STRUCTION OF THE FACILITIES
A. Terms of Construction
The Facilities shall be installed, maintained and inspected by Grantee in a
satisfactory, safe, and workmanlike manner, of good material, and in conformity with all
ordinances, rules or regulations now or hereafter adopted or prescribed by the City
Council or state or federal authorities. The Facilities shall conform to applicable
standards for pipelines. The Facilities shall have cathodic protection, and a description
of all protective devices shall be furnished to the City Engineer which will show the
locations and types of anodes, including a description of the methods used as protection
against corrosion and electrolytic leakage. The Facilities shall be constructed in such a
manner that sections therE-of may be closed off and isolated from the flow of product.
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CITY OF EL SEGUNDO
B. Restoration of the Streets
The work of laying constructing, maintaining, operating, renewing, repairing,
changing and moving any segments of the Facilities, and all other work in exercise of the
rights under this License, shall be conducted with the least practicable hindrance or
interference to use of the Streets by the public or City, and Grantee shall provide all
necessary warning, safety and traffic control devices as are or may be required by City,
county, state or federal regulations. All excavations shall be back -filled and adequately
compacted. The surface of the Streets shall be placed in as good and serviceable
condition as existed before commencement of the work and to the satisfaction of the City
Engineer. Restoration of the Streets is to be completed in accordance with plans
approved by City.
If Grantee fails to restore the excavation to the satisfaction of the City
Engineer, City or its agents may, at City's sole discretion, restore the excavation site to
the satisfaction of the City Engineer. Grantee shall pay all costs associated with such
restoration of the excavation site within thirty (30) days after receipt of City's itemized bill
therefor.
SECTION 5. COMMENCEMENT OF CONSTRUCTION AND PLANS. Grantee,
in good faith, shall commence the work of laying the Facilities within six (6) months from
the Effective Date of this License, and if such construction is not so commenced within
such time, this License may be declared forfeited; provided, however, that if Grantee is
maintaining and operating an existing pipeline system in the Streets, it shall be deemed
to be in compliance with the foregoing. Grantee shall not commence construction of the
Facilities or add to existing facilities comprising the Facilities, if any, until it first shall have
obtained City Engineer approval of construction plans and specifications prepared by a
California registered Civil Engineer and all necessary permits from City. The plans shall
contain a construction schedule detailing the time period during which certain portions of
the Streets will be excavated and the dates upon which the Streets shall be restored to
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CITY OF EL SEGUNDO
their original condition.
The permit application of Grantee shall also contain the following data: the length,
approximate depth and proposed location of the Facilities proposed to be laid or
constructed, the size and description of the pipe intended to be used, and such other data
as the City Engineer may reasonably require. Grantee shall pay any and all reasonable
inspection fees of City. Upon completion of the construction Grantee shall render a
statement to City showing in detail the permits issued and the total length of the Facilities
constructed under such permits.
SECTION 6. GRANTEE'S DISCONTINUANCE OF CERTAIN OPERATIONS.
Grantee acknowledges that a material consideration given by it to the City for this
Agreement is Grantee's representation, covenant, and warranty that it will reduce the
noise and the truck traffic at the International Rectifier Facility represented by the truck
deliveries which will be eliminated when the nitrogen pipeline covered by this license
agreement is in operation.
Accordingly, Grantee shall not (i) deliver nitrogen by truck between those points
serviced by the pipeline approved by this License except during those time periods when
the pipeline is inoperable or Grantee is otherwise unable to deliver the product in the
pipeline between such delivery points, (ii) load or unload any of Grantee's products
delivered by trucks to the International Rectifier Facility in the City between the hours of
10:00 p.m. and 7:00 a.m. except during those time periods when the pipeline is
inoperative or, Grantee is otherwise unable to deliver the product in the pipeline between
such delivery points.
Grantee further agrees to use its best efforts to not make deliveries to the
International Rectifier Facility between the hours of 7:00 a.m. and 8:00 a.m. on Saturdays
and Sundays. In the event the pipeline becomes inoperable, grantee shall use its best
o efforts to restore the pipeline to an operable condition as soon as possible.
c
z
ti SECTION 7. DOCUMENTS TO BE FURNISHED
8 2
A. Maps 5'729
N Within ninety (90) days following the execution of this Agreement, Grantee
shall file with City a map and plans and specifications, in such form as may be required
4
by the City Engineer, (except digitized drawings shall not be required), showing accurately
the locations and sizes of all of the Facilities currently in place, and shall, upon installation
of any additional facilities or upon removal, change or abandonment of all or any portion
thereof, file with City a revised map or maps showing the locations and sizes of all such
additional and/or abandoned facilities as of that date.
B. Documents Submitted
Concurrently with the submission to any other governmental agency of any
report, document or writing (including but not limited to reports of incidents and
inspections, safety reports, and permit applications or documents) concerning the
Facilities, Grantee shall submit true, complete and correct copies thereof to the City
Director of Public Works and City Fire Chief.
C. Documents Received
Within two (2) weeks of receiving any report, document or other writing from
any other governmental agency (including but not limited to permits, approvals, notices
of violations, actions, inspection reports and incident reports) concerning the Facilities,
Grantee shall submit true, correct and complete copies thereof to the City Director of
Public Works and City Fire Chief.
SECTION 8. COMPENSATION TO THE CITY
A. Amount of Annual License Fee
As consideration for the granting of this License, Grantee shall pay an
annual License Fee of $2,200 (Twenty -Two Hundred Dollars) to the City. The License
Fee shall be paid annually to City in lawful money of the United States within sixty (60)
days after the end of each calendar year. Any neglect, omission or refusal of Grantee
to pay the License Fee or provide any information required under this Section at the time
or in the manner reasonably required shall constitute grounds for declaration of a
forfeiture of this License and all rights hereunder. Acceptance by City of any payment
of the License Fee shall nct be construed as a release, waiver, acquiescence or accord
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CITY OF EL SEGUNDO
and satisfaction of any clairn City may have for further or additional sums payable under
this License or for the performance of any other obligation hereunder.
Grantee shall be subject to the License Fee for each calendar year from the
Effective Date of this License, to and including the date of either actual removal of the
Facilities or the date on which a properly approved abandonment "in place" becomes
effective as authorized by City, and until Grantee shall have fully complied with all
provisions of this License and all other applicable provisions of law or ordinance relative
to such removal or abandonment. All such payments shall be made payable to City, and
shall be supported by Grantee's verified statements concerning the computation of the
amounts thereof. In the event that the License is only in effect for a portion of a calendar
year, the License fee shall be prorated.
Provided, however, that the amount of each payment of the License Fee
shall be revised each calf ndar year as follows:
(1) The amount of the payment shall be adjusted at the time
payment is due by multiplying the aforesaid base rate by the
Consumer Price Index, All Urban Consumers for the Los
Angeles -Anaheim -Riverside Area as published by the United
States Department of Labor, Office of Information, for the
month of September immediately preceding the month in
which payment is due and payable, and dividing by the
Consumer Price Index for June 30, 1989 which is declared to
be 100.0. Under no circumstances shall the multiplying factor
be less than one.
(2) If the United States Department of Labor, Office of Information
discontinues preparation or publication of the aforesaid
Consumer Price Index for such Area, and if no translation
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CITY OF EL SEGUNDO
table prepared by the Department of Labor is available so as
to make those statistics which are then available applicable to
the Index for June 30, 1989, City shall prescribe a rate of
payment which shall, in its judgment, vary from the rates
specified in this Section in approximate proportion as
commodity consumer prices then current vary from consumer
prices current in December, 1988. On this point, the City's
reasonable determination shall be final and conclusive.
(3) If said Office of Information shall revise said Index, the parties
hereto shall accept the method of revision or conversion
recommended by said Office.
C. Administrative Fee for Processing this License
In consideration for the granting of this License, and to reimburse City for
its administrative expenses in preparing and approving the documents for this License,
Grantee shall pay City Two Thousand, Five Hundred Dollars ($2,500.00) within thirty (30)
days after the Effective Date of this License.
SECTION 9. EMERGENCY PREPAREDNESS
A. Response Planning
1. At all times during the term of this License, Grantee shall maintain
a. A Business Plan pursuant to Chapter 6.95 of the California
Health and Safety Code;
b. A Chemical Inventory pursuant to Chapter 6.95 of the
California Health & Safety Code;
C. Pipeline maps and diagrams, and a contingency Plan for
pipeline emergencies pursuant to California Government Code §51015.
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CITY OF EL SEGUNDO
2. Grantee shall pay City all applicable fees for review and approval of
each such Plan for which City holds prime jurisdiction.
3. Grantee shall also comply with any requirements for Plans imposed
by any federal, state or local authority during the term of this License.
4. Grantee shall meet with the City Fire Chief or Fire Chief's designee
at the City Fire Chiefs request not less often than once each calendar year to discuss
and review response plans and City Staff training for pipeline emergencies. All
emergency response work performed by Grantee shall be performed in accordance with
the applicable Plans and in cooperation with the City Fire Department.
B. Operalional Re uirements
a. Grantee shall cause the Facilities to be secure against
unauthorized entry and tampering.
b. Remotely operable valves shall be provided which will be
capable of shutting off flow of product.
SECTION 10, OPERATIONS, MAINTENANCE AND REPAIR. Grantee shall
operate, maintain and repa r the Facilities in accordance with applicable federal and state
rules. Grantee shall immediately make all repairs to the Streets and City property made
necessary by any of the operations of Grantee, upon approval of plans by the City
Engineer, obtaining all necessary City permits. If Grantee fails to make said repairs to
the Streets or City property, Grantee shall pay to City upon demand all costs which City
incurs in making said repairs.
SECTION 11. RE/�RRANGEMEP•1T OF FACILITIES 98 2157294
A. Ex en 3e of Grantee
1. If any portion(s) of the Facilities shall, in the opinion of City, endanger
the public in the use of the Streets or interfere with or obstruct the use of any street by
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CITY OF EL SEGUNDO
the public or for public purpose, City shall have the right to require Grantee to move, alter
or relocate such portion(s) to avoid such danger, interference or obstruction, in conformity
with written notice from the City Engineer, at Grantee's sole expense. In such an event,
City agrees to provide Grantee with a reasonable alternative location to relocate such
portion(s) of the Facilities so as to provide an unbroken connection between the relocated
portions and the portions that remain in place.
2. Whenever, during the term of this License, City, including any water,
electric, gas or other utility system hereafter owned or operated by City, any community
facilities or assessment district, or any other agency established by City in its ministerial
capacity, shall change the grade, width, alignment or location of any street, way, alley or
place, or improve any said street in any manner, including but not limited to the laying of
any sewer, storm drain, conduits, gas, water or other pipes, pedestrian tunnels, subway,
viaduct or other work of City (the right to do all of which is specifically reserved to City
without any admission on its part that it would not otherwise have such rights), Grantee
shall, at its own cost and expense, do any and all things to effect such change in position
or location of any portion(s) of the Facilities in conformity with the written approval of the
City Engineer, including but not limited to removal or relocation of any portion(s) of the
Facilities, if and when made necessary by the determination of the City Engineer.
B. Expense of Others
1. City shall also have the right to require Grantee to rearrange any part
of the Facilities for the accommodation of any private person, firm or corporation. When
such rearrangement is done for the accommodation of any private person, firm or
corporation, the cost of such rearrangement shall be borne by the accommodated party.
Such accommodated party, in advance of such rearrangement, shall deposit with Grantee
cash in an amount, as in the reasonable discretion of Grantee, shall be required to pay
the costs of such rearrang ament.
8 21-5729'
2. The rearrangement referred to in subsection 1 of subparagraph B of
this Section shall be accomplished in conformity with the written notice of the City
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Engineer and plans approved by the City Engineer.
C. Rearrangement of Other Facilities. Nothing contained in this License
shall be construed to require City to move, alter or relocate any of its facilities upon any
of the Streets, at its own expense, for the convenience, accommodation or necessity of
any other public entity, person, firm or corporation now or hereafter owning a public utility
system of any type or nature, or to move, alter or relocate any part of its system upon
any of the Streets for the convenience, accommodation or necessity of Grantee.
D. Notice. Grantee shall be given not less than ninety (90) days written
notice of any rearrangement of any portion(s) of the Facilities which Grantee is required
to make under this Section. Such notice shall furnish final, approved plans detailing the
necessity for the rearrangement of such portion(s) of the Facilities, specify in reasonable
detail the work to be done by Grantee, and shall specify the time that such work is to be
accomplished. In the event that City shall change the provisions of any such notice given
to Grantee, Grantee shall bs given an additional, reasonable period of time to accomplish
such work.
SECTION 12. REMOVAL OR ABANDONMENT OF FACILITIES. At the
time of non -renewal, revocation or termination of this License or the permanent
discontinuance of use of the Facilities or any portion thereof, Grantee shall, within thirty
(30) days thereafter, make a written application to the City Engineer to either: (1) abandon
all, or a portion, of the Facilities in place, or (2) remove all, or a portion of the Facilities
as the City Engineer, in his or her reasonable discretion, shall consider to be appropriate.
Such application shall include a closure plan, which shall demonstrate to the satisfaction
of the City Engineer and City's Fire Chief that any regulated materials which have been
stored or transported in the Facilities or such portions(s) thereof have been or will be
transported, disposed of or reused in a manner consistent with public health and safety,
and shall describe the portion(s) of the Facilities desired to be abandoned by reference
to the map or maps required by Section 6 hereof and shall also describe with reasonable
accuracy the relative physical condition of such portion(s) of the Facilities. Thereupon,
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CITY OF EL SEGUNDO
the City Engineer and the Fire Chief shall determine whether any proposed abandonment
or removal may be effected without detriment to the public interest or under what
conditions such proposed abandonment or removal may be safely effected and shall
notify Grantee, according to such requirements as shall be specified in the City
Engineer's and the Fire Chief s order to either:
1. Remove all or a portion of the Facilities, or
2. Abandon in place all or a portion of the Facilities, subject to
reasonable conditions imposed by the City Engineer, Fire Chief and
the City Attorney to protect public health, safety and welfare, and to
protect City against future liability.
If any portion(s) of the Facilities to be abandoned in place subject to the
prescribed conditions shall not be abandoned in accordance with all such conditions, the
City Engineer may make additional appropriate orders, including, as the City Engineer
deems desirable, an order that Grantee shall remove all such portion(s) of the Facilities
in accordance with applicable requirements. If any portion(s) or all of the Facilities are
abandoned, all right, title and interest in those abandoned shall remain with Grantee, and
City shall not acquire any possessory, equitable or other interest therein.
SECTION 13. COMPLETION OF WORK. In the event that Grantee fails
to commence any work or act and diligently proceed therewith, or to complete any such
act or work required of Grantee by the terms of this License within the time limits required
hereby, City may cause such act or work to be completed by City or, at the election of
City, by a private contractor. Grantee agrees to pay City within thirty (30) days after
delivery of an itemized bill the cost of performing such act or work plus an amount equal
to fifteen percent (15%) thereof for overhead. If Grantee is dissatisfied with any decision
made by the City Engineer hereunder or the determination of the cost of any work
performed by City pursuant to this License, it may petition the City Council to review the
same within ten (10) days after such decision or determination is communicated to
Grantee. The decision of .:he City Council shall be final and conclusive.
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SECTION 14. BOND. Grantee shall, within thirty (30) days of the Effective Date
of this License, file with the City Clerk, and yearly thereafter maintain in full force and
effect, a bond in favor of City in the penal sum of Five Hundred Thousand Dollars
($500,000.00) with a surety to be approved by the City Finance Director, conditioned that
Grantee shall truly observe, fulfill and perform each and every term and condition of this
License, and in the case of a breach of a condition of this License and Grantee's refusal
to remedy such breach, at the discretion of the City Council, the whole amount of the
penal sum therein shall be paid to City in addition to any damages recoverable by City
from the principal and sureties of the bond. If said bond is not so filed, the award of this
License will be set aside and any money paid by Grantee hereunder will be forfeited.
Whenever a bond is taken and deemed to be liquidated damages for any breach
of a term or condition of this License not remedied by Grantee, Grantee must immediately
file another bond of like amount and character, and if Grantee fails to do so within the
time set by the City Council, the Council may, by resolution, declare this License forfeited.
Nothing herein shall insulate Grantee from liability in excess of the amount of said
bond or shall be construed as a waiver by City of any remedy at law against Grantee for
any breach of the terms and conditions of this License, or for any damage, loss or injuries
suffered by City in case of any damage, loss or injury suffered by any person, firm or
corporation by reason of any work done or any activity conducted by Grantee in the
exercise of this License.
SECTION 15. INSURANCE REQUIREMENTS.
A. Liabilit In urgnce. The Grantee shall, prior to the effective date of
this License, provide to the City a signed certification acknowledging the Grantee is
insured for liability claims arising out of Grantee's use of this License, in the following
amounts: comprehensive general liability insurance endorsed for contractual, broad form
property damage and personal injury with a combined single limit of not less than
$1,000,000.00 per occurre.ice; comprehensive auto liability endorsed for all owned and
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94 °° CITY OF EL. SEGYNDO
non -owned vehicles with a combined single limit of not less than $1,000,000.00 per
occurrence; and hazardous materials and hazardous waste discharge coverage in an
amount of not less than $1,000,000.00 per occurrence.
B. Workers' Com ensation Insurance. Prior to the Effective Date of this
License, Grantee shall file with City the following signed certification:
"Grantee is aware of, and will comply with, Section 3700 of
the Labor Code, requiring every employer to be insured
against liability for Workers' Compensation or to undertake
self-insurance before commencing any of the work."
Grantee shall also comply with Section 3800 of the Labor Code by securing, paying for
and maintaining in full force and effect for the duration of the term of this License,
complete Workers' Compensation Insurance as required by the State of California, or
satisfactory evidence of self-insurance.
C. Additional Insured. City and its respective elective and appointive
officers, officials, employees and agents shall be named as additional insureds on the
liability policies required under this License. The coverage shall contain no special
limitation on the scope of protection afforded to City, its officers, officials, employees and
agents. For any claims re'ated to this License, Grantee's insurance coverage shall be
primary insurance as respects City, its officers, officials, employees and agents. Any
insurance or self-insurance maintained by City, its officers, officials, employees or agents
shall be excess to Grantee's insurance and shall not contribute with it.
D. Insurance Certificates. Prior to the Effective Date of this License,
Grantee shall file with City a certificate of insurance evidencing coverage in the amounts
specified in this Section. Such certificate shall be subject to approval by City's risk
manager. Such certificate shall bear an endorsement providing that the policy to which
13 98 2157291
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CITY OF EL SEGUNDO
it relates shall not be terminated or materially altered except after thirty (30) days prior
notice to City.
E. Termination for Lack of Required Insurance Coverage. If Grantee for
any reason fails to have in place at all times during the term of this License all required
insurance coverage, City may terminate this License forthwith, except if City Council
approves Grantee's self insurance of any and all coverages.
SECTION 16. INDEMNIFICATION BY GRANTEE. Grantee shall indemnify,
defend, protect and hold harmless City, its elective and appointive boards, officials,
officers, employees, agents, volunteers, assigns and any successor or successors to
City's interest from and against any and all claims, demands, losses, defense costs,
reasonable attorney fees, fines, penalties, expenses, causes of action and judgments at
law or in equity, damages, losses or liability of any kind or nature, including but not limited
to personal injury or death or property damage, arising out of Grantee's exercise of this
License or operation of the Facilities, regardless whether any act or omission is
authorized, allowed or prohibited by this License.
Additionally, Grantee shall indemnify, defend and hold harmless City, its
elective and appointive boards, officials, officers, employees, agents, volunteers, assigns
and any successor or successors to City's interest from and against all claims, demands,
losses, defense costs, reasonable attorney fees, fines, penalties, expenses, causes of
action and judgments at law or in equity, damages, losses or liability of any kind or
nature, including but not limited to personal injury or death or property damage, and other
expenses of any nature including but not limited to all foreseeable and all unforeseeable
consequential damages, and the cost of any required or necessary repair, cleanup or
detoxification, or the preparation and implementation of any response, remedial, removal,
closure or other required Flans (regardless of whether undertaken due to government
action) arising out of or attributable to the presence, use, generation, storage,
transportation, release, or, disposal of Hazardous Material arising out of Grantee's
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CITY OF EL SEGUNDO
exercise of this License or the operation of the Facilities, regardless of whether any act
or omission is authorized, allowed or prohibited by this License. As used in this Section,
Hazardous Material means any substance, product, waste or other material of any nature
whatsoever which is or becomes listed, regulated or addressed pursuant to: (1) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. §9601, et seq. (CERCLA); the Hazardous Materials Transportation Act, 49 U.S.C.
§1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.;
the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; the Clean Water Act, 33
U.S.C. §1251, et seq.; the California Hazardous Waste Control Act, Health and Safety
Code §25100, et seq.; the California Hazardous Substance Account Act, Health and
Safety Code §25330, et seq.; the California Hazardous Waste Management Act, Health
and Safety Code §25170.1, et seq.; California Health and Safety Code §25501, et seq.
(Hazardous Materials Response Plans and Inventory); or the Porter -Cologne Water
Quality Control Act, Water Code §13000, et seq., all as amended; or (2) any other
federal, state or local law regulating, relating to, or imposing liability or standards of
conduct concerning any ha:zardous, toxic or dangerous waste, substance or materials, as
now is, or at any time hereafter may be, in effect; or (3) any rule or regulation adopted
or promulgated under or pursuant to any of said laws.
If Grantee receives any notice, whether oral or written, of any inquiry, test,
investigation, enforcement proceeding, environmental audit or the like regarding any
Hazardous Material relating to this License or the Facilities, Grantee shall immediately
notify City in writing of such notice.
The liability of Grantee hereunder shall not be limited to the insurance
provisions of this LicensE. The indemnification, legal defense and hold harmless
provisions of this Section shall survive the expiration or termination of this License or the
abandonment of the Facilities authorized hereunder and shall relate back to all periods
of time in which Grantee maintained pipelines in City pursuant to this License or previous
Licenses. 98 215729:
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CITY OF EL SEGUNDO
The provisions of this Section are intended to operate as an agreement
pursuant to §107(e) of CERCLA, 42 U.S.C. §9607(e), and California Health and Safety
Code §25364, to insure, protect, hold harmless and indemnify City from liability pursuant
to such laws.
SECTION 17. LIQUIDATED DAMAGES.
A. City finds and Grantee agrees that as of the time of the execution of
this License it is impractical if not impossible to reasonably ascertain the extent of
damages which would be incurred by City as a result of a material breach by Grantee of
its obligations under this License. The factors relating to the impracticability of
ascertaining damages include, but are not limited to, the facts that: (i) substantial damage
can result to members of the public when access to public rights of way are impeded or
prevented due to construction within said rights of way; (ii) faulty or negligent repair or
restoration of streets and public rights of way excavated pursuant to this License can
present particular danger to public health, safety and welfare; (iii) failure to restore streets
in a timely manner can exacerbate all of the dangers and concerns outlined above; (iv)
such breaches can cause inconvenience, anxiety, frustration and deprivation to individual
members of the general public in subjective ways and in varying degrees of intensity
which are incapable of measurement in precise monetary terms; (v) the monetary loss
resulting from such breaches is impossible to calculate in precise monetary terms; and
(vi) termination of this License for such breaches, and other remedies are, at best,
a means of future correction and not remedies which make the public whole for past
breaches.
B. Accordingly, the City Council may, in its discretion, assess liquidated
damages not to exceed the sum of FIVE HUNDRED DOLLARS ($500.00) per day, for
each calendar day that Grantee is in material breach of this License. This provision for
liquidated damages shall not be deemed an exclusive remedy or afford the exclusive
procedure for remedying a material breach of this License.
16
CONTRACT
2473
CITY OF EL SEGUNDO
C. City finds, and Grantee acknowledges and agrees that the above
described liquidated damages provisions represent a reasonable sum in light of all of the
circumstances. Said liquidated damages sums shall be applicable to each calendar day
of delay during which Grantee has been found by City to be in material breach of this
License, following Grantee's receipt of notification of such finding. Grantee shall pay any
liquidated damages assessed by City within twenty (20) working days after they are
assessed. If they are not paid within the twenty working day period, City may, in addition
to any other remedies, order the termination of this License.
D. Grantee specifically agrees that failure to complete any portion of
construction work or restoration of streets in accordance with the schedule set forth in the
approved plans shall constitute a material breach of this License for purposes of this
Section, unless such failure is caused by conditions or actions not under Grantee's
control.
E. Both parties acknowledge and agree to the liquidated damages
provisions of this Section eis evidenced by their signatures below:
"Grantee"
AIR PRODUCTS
MANUFACTURING CORPORATION
by�,..W _.. �..... .a�
Name typed or printed:
Title: Senior Real Estate Specialist
17
it City"
CITY OF EL SEGUNDO
Sandra Jacobs, 1,, or
G.
98 2157291
CONTRACT,
2 4 7g -
CITY OF EL SEGUNDO
SECTION 18, ASSIGNMENT
A. Grantee shall not transfer, sell, hypothecate, sublet or assign this
License, nor shall any of the rights or privileges herein be hypothecated, leased,
assigned, sold or transferred, either in whole or in part, nor shall title thereto, either legal
or equitable, or any right, interest or property herein, pass to or vest in any person, except
Grantee, its affiliates or subsidiaries, either by act of Grantee or by operation of law,
without the prior consent of City expressed by resolution. The aforesaid provisions of this
Section shall not prohibit Grantee from using the Facilities for the purpose of transporting
for other persons the products, but in such event Grantee shall be responsible to City for
full performance and observance of the terms and conditions of this License.
B. Any sale, lease or assignment of this License or the rights and
privileges granted hereby, or any of them, except to Grantee, its affiliates or subsidiaries,
without the prior written consent of the City Council shall be null and void.
C. City shall not unreasonably withhold its consent to a transfer of this
License. For the purpose of determining whether it shall consent to such change, transfer
or change in control, City may inquire into the qualifications of the prospective transferee
or controlling party, and Grantee shall assist City in any such inquiry. In seeking City's
consent to any change of ownership or control, Grantee shall have the responsibility of
ensuring that transferee completes an application in form and substance reasonably
satisfactory to City. An application shall be submitted to City not less than ninety (90)
days prior to the date of transfer. Grantee shall be required to establish that it is in
material compliance with this License. The transferee shall be required to establish that
it possesses the qualifications and financial and technical capability to operate and
maintain the Facilities and comply with all License requirements for the remainder of the
term of this License. If City finds that the legal, financial, technical and other public
interest qualities of the applicant are satisfactory, and that the proposed transferee has
the capability to operate and maintain the Facilities and comply with requirements of this
License for the remaining tram hereof, City shall consent to the transfer and assignment
18 CONTRACT
µlV 2473
�w
CITY OF EL SE6! I N DO
of the rights and obligations of this License. City may condition the transfer to ensure
that the transferee is and remains in material compliance with this License.
D. City consent pursuant to this Section is further required for any
change in control of Grantee. "Change in control" shall mean any sale, transfer or
acquisition of Grantee, Grantee's parent, the parent of Grantee's parent, etc. If Grantee
or its parent(s) is/are a corporation or corporations, any acquisition of more than ten
percent (10%) of Grantee's voting stock by a person or group of persons acting in
concert, who already own less than 50% of the voting stock, shall be deemed a change
in control.
E. Notwithstanding the above, Grantee shall be entitled to pledge,
encumber, or grant any security interest in this License, provided that Grantee shall first
notify and obtain City consent in writing of such proposed transaction. City shall consent
to such transaction, subject, however, to the following conditions:
1. Any consent so granted shall not be deemed a consent to such
pledgee, encumbrancer, or secured party to exercise any rights or prerogatives of
Grantee under this License, nor to its exercise of any rights or prerogatives as a holder
of an ownership interest in this License.
2. Any consent so granted shall not be deemed a consent to any
subsequent transfer or assignment as referred to in this Section. Any such subsequent
transfer or assignment shall be deemed assignment of this License within the meaning
of this Section, and shall be subject to the provisions of this Section.
3. The pledgee, encumbrancer, or secured party shall have executed
and delivered to City an instrument in writing agreeing to be bound by the provisions of
this License.
98 2157294
CONTRACT
19
24 7g -
CITY OF FL SEGUNDO
SECTION 19. RECEIVERSHIP AND FORECLOSURE
A. Subject to applicable provisions of the Bankruptcy Code, this License
shall, at the option of City, cease and terminate one hundred twenty (120) days after
appointment of a receiver or trustee to take over and conduct the business of Grantee
whether in a receivership, reorganization, bankruptcy or other action or proceeding unless
such receivership or trusteeship shall have been vacated prior to the expiration of said
one hundred twenty (120) days, or unless:
1. Such receiver or trustee shall have, within one hundred twenty (120)
days after its election or appointment, fully complied with all terms of this License and
remedied all breaches of this License or provided a plan for the remedy of such breaches
which is satisfactory to City; and
2. Such receiver or trustee shall, within said one hundred twenty (120)
days, execute an agreement duly approved by the court having jurisdiction, whereby such
receiver or trustee assumes and agrees to be bound by each and every term, provision
and limitation of this License.
B. Upon the foreclosure or other judicial sale of all or a substantial part
of the Facilities, Grantee shall notify the City Clerk of such fact, and such notification shall
be treated as a notification that a change in ownership of Grantee has taken place and
that the provisions of this license governing such changes shall apply.
SECTION 20. WAIVER OF BREACH. No waiver of the breach of any of the
covenants, agreements, restrictions or conditions of this License by City shall be
construed to be a waiver of any succeeding breach of the same or other covenants,
agreements, restrictions or conditions of this License. No delay or omission of City in
exercising any right, power or remedy herein provided in the event of default shall be
construed as a waiver thereof, or acquiescence therein, nor shall the acceptance of any
payments made in a manner or at a time other than is herein provided be construed as
20 CONTRACT
247g
f: 61 . )t CITY OF EL SEGUNDO
u„ � 44
a waiver of or variation in any of the terms of this License.
SECTION 21. DEFAULT
A. Default
In any event that Grantee shall default in the performance of any of the
terms, covenants and conditions of this License, the City Manager may give written notice
to Grantee of such default. In the event that Grantee does not commence the work
necessary to cure such default within thirty (30) days after such notice is received or
prosecute such work diligently to completion, the City Council may declare this License
forfeited by giving written notice thereof to Grantee, whereupon this License shall be void
and the rights of Grantee hereunder shall terminate and Grantee shall execute an
instrument surrendering this License and deliver same to City.
If the City Council declares this License forfeited, it may thereupon and
thereafter exclude Grantee; from further occupancy or use of all City streets for the
purposes authorized under this License. Forfeiture of this License shall not of itself
operate to release the bond filed for this License. Upon declaring this License forfeited,
the City Council may elect to take and accept the bond as liquidated damages therefor
and pursue any other legal remedy for any damage, loss or injury suffered by City as a
result of such breach. After forfeiture, the bond shall remain in full force and effect for
a period of one (1) year unless exonerated by the City Council. No bond shall be
exonerated unless a release is obtained from the City Engineer and is filed with the City
Clerk. The release shall state whether all excavations have been backfilled, all
obstructions removed, and whether the substrata or surfaces of the Streets have been
placed in good and serviceable condition. A release shall not constitute a waiver of any
right or remedy which City may have against Grantee or any person, firm or corporation
for any damage, loss or injury suffered by City as a result of any work or activity
performed by Grantee in the exercise of this License.
21 COMACT
CITY OF EL SFG! � N DO
No provision herein made for the purpose of securing enforcement of the
terms and conditions of this License shall be deemed an exclusive remedy or to afford
the exclusive procedure for enforcement of said terms and conditions, but the remedy and
procedure herein provided, in addition to those provided by law, shall be deemed
cumulative.
SECTION 22. SCOPE OF RESERVATION. Nothing herein contained shall ever
be construed so as to exempt Grantee from compliance with all ordinances of City now
in effect or which may be hereafter which are not inconsistent with the terms of this
License. The enumeration herein of specific rights reserved shall not be construed as
exclusive, or as limiting the general reservation herein made or as limiting such rights as
City may have or hereafter have in law.
SECTION 23. NOTICE. Any notice required to be given under the terms of this
License, the manner of service of which is not specifically provided for, may be served
personally or by depositing same with First Class postage prepaid in the United States
Mail addressed as follows:
To City:
Director of Public Works
City of El Segundo
350 Main Street
El Segundo, California 90245
To Grantee:
Air Products Manufacturing Corporation
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195
Attention: Corporate Secretary
Copy to Director Corporate Real Estate and
Property Management t 1.'
8 572 � 2 �.. ,
CONTRACT
22
24 3 w
CITY OF EL SEG1INDO
Or such other address as may from time to time be furnished in writing by one party to
the other.
When service of any such notice is made by mail, the time of such notice
shall begin within and run from three days after the date of the deposit of the same in the
United States Mail.
SECTION 24. SUCCESSORS. The terms of this License shall inure to the
benefit of and shall bind, as the case may be, the successors and assigns of the parties
hereto, subject, however, to the provisions of Section 17 hereof.
SECTION 26, INTERPRETATION. This License is granted upon each and every
condition herein contained, and shall be strictly construed against Grantee. Nothing shall
pass to Grantee by this License unless it be granted in plain and unambiguous terms.
Each of said conditions is a material and essential condition to the granting of this
License. This License shell be interpreted and construed according to the laws of the
State of California.
SECTION 26. ATTORNEYS' FEES. If litigation is reasonably required to enforce
or interpret the provisions of this License, the prevailing party in such litigation shall be
entitled to an award of reasonable attorneys' fees, in addition to any other relief to which
it may be entitled.
SECTION 27. ENTIRE AGREEMENT. This License contains the entire
understanding between Cite and Grantee. Any prior agreements, promises, negotiations
or representations not expressly set forth herein are of no force or effect. Subsequent
modifications to this License shall be effective only if in writing and signed by all parties.
If any term, condition or covenant of this License is held by a court of competent
jurisdiction to be invalid, vc id or unenforceable, the remaining provisions of this License
shall be valid and binding.
23
�8 i. A01507102941
CONTWT
2 4 7$
CITY OF EL SEGUNDO
ECTION 28. PUBLICATION EXPENSE, Grantee shall pay to City a sum of
money sufficient to reimburse City for all publication expenses incurred in connection with
the granting of this License, said payment to be made within thirty (30) days after City
shall have furnished Grantee a written statement of such expenses. Such sum is in
addition to the Administrative Fee indicated in subsection C of Section 7 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this License to be
executed by their authorized representatives as of the Effective Date hereof
CITY OF EL SEGUNDO AIR PRODUCTS
MANUFACTURING CORPORATION
("City"): �("Grantee")
„n
a
o
by 4, � � � . by: ... "
Name typed or printed:
Sandra Jacobs, Mayor
ATTESTED:
bw
"", ��zz"W�-/
Name typed or printed:
Cindy Mortesen City Clerk ,
APPROVED ,S �O FORM
by „
Name typed or printed:
Mark D. Hensley, C tv Attornev
Name typed or printed:
Burl J. Pershall Jr.
Title: Senior Real Estate Specialist
24
WAGRMNTSVWIRPRDTS.LIC (10/23/96)
98 215729
CONTRACT
Z 4 7$
CITY OF EL SEGUNDO
CORPORATE ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
On this 3rd day o" Se tear ,, in the year 1996, before me, Norma. K. Cedzidlo, a notary
public of the State of Texas, duly commissioned and sworn, personally appeared Burl J. Pershall,
Jr. known to me to be Senior Real Estate Specialist of Air Products Manufacturing Corporation, the
corporation that executed the within instrument, and also known to me to be the person who
executed the within instrument on behalf of the corporation therein named, and he acknowledged to
me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its
board of directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the
city and county and state aforesaid the day and year in this certificate first above written.
11 NORMA K. CEDZIDLO
Notary Public state of Texas
+ A an dew My Commission Expires 9-16-99
tst�tax �.
Noiary Public
State of Texas
My Commission Expires: Se t. 16 1999
8
2 7 V
i
Description of Centerline Alignments of Air Products Manufacturing Corporation's
Nitrogen Pipeline System
City of El Segundo
County of Los Angeles
State of California
mu 1
Commencing at the intersection of the southerly line of El Segundo Boulevard and the
prolongation of the centerline of Kansas Street, thence east along the southerly line of El Segundo
Boulevard 6 feet to the True Point of Beginning; thence northerly parallel to and 6 feet east of the
centerline of Kansas Street 740 feet to a point 160 feet north of the centerline of Franklin Street;
thence easterly 19 feet to a point on the easterly line of Kansas Street.
Footage of 4-inch nitrogen pipe in city streets: 759 feet
Spgmgn
Commencing at the centerline intersection of Grand Avenue and Kansas Street, thence east along
the centerline of Grand Avenue 168 feet; thence south 30 feet to the southerly line of Grand
Avenue to the True Point of Beginning; thence northerly perpendicular to the centerline of Grand
Avenue 60 feet to a point on the northerly line of Grand Avenue.
Footage of 3-inch nitrogen pipeline in city streets: 60 feet
Footage of 1-inch extra pipeline for future use in city streets: 60 feet
(Subject to City Council approval)
Footage of 4-inch extra pipeline for future use in city streets: 60 feet
(Subject to City Council approval)
Segment 2 - Total footage of pipeline in city streets: 180 feet
esament 3•
Commencing at the centerline intersection of Franklin Street and Kansas Street, thence north
along the centerline of Kansas Street 162.5 feet; thence east 25 feet to the easterly line of Kansas
Street to the True Point of Beginning; thence westerly perpendicular to the centerline of Kansas
Street 50 feet to a point on the westerly line of Kansas Street.
Footage of 2-inch nitrogen pipeline in city streets:
Footage of 3/4-inch extra pipeline for future use in city streets
(Subject to City Council approval)
Footage of 2-inch extra pipeline for future use in city streets:
(Subject to City Council approval)
Segment 3 - Total footage of pipeline in city streets:
Total footage of pipeline in city streets:
Exhibit A - Page 1 of 2
Q:\1342U342EXAZ.WP
09/20/96
50 feet
50 feet
50 feet
150 feet
1 ON feet
E `p,
No, 1394C
Kt . 6 f3 o(R 8
a i1�,
A PORTION OF THE CITY OF EL SEGUNDO,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
SEGMENT 2
Nun 60'
N I
.0+14I.....,AVE.
'5 ' 16 8'
IN
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N
50' SEGMENT 3
Ln
19'
cV N N
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ST-
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NNN
SEGMENT 1
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NAN
CHEVRON REFINERY
AIR PRODUCTS
MANUFACTURING CORPORATION APMC NITROGEN PIPELINES
7201 HAMILTON BLVD. PLAT MAP
ALLENTOWN, PA 18195
2lb!"7294
SRF 1 1342—P-104
1"=200' V 09/19/96
Y
Exhibit A Page 2 of 2
AIR PRODUCTS MANUFACTURING CORPORATION
I, Lynn German Long, Assistant Secretary of Air Products
Manufacturing Corporation, a Delaware corporation (the "Company"), and
acting on behalf of the Company, hereby certify that attached hereto is a
true, correct and complete copy of a certain Delegation of Corporate
Authority duly signed by Joseph J. Kaminski and the undersigned on the
dates therein set forth.
The undersigned further certifies that Joseph J. Kaminski is the
President of the Company, and that he executed the attached Delegation of
Corporate Authority which is in full force and effect as of the date hereof.
The undersigned further certifies that Burl J. Pershall, Jr. is the
Senior Real Estate Specialist of the Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Company this 3rd day of september 11996.
(SEAL)
c:\1g1\apmcrjt.doc
0 11
sistant Secretary
II 21,57294
;a Rw
of p.
DELEGATION OF CORPORATE AUTHORITY
al�E�
The undersigned, i F `', in my capacity as President of Air Products Manufacturing Corporation (the
"Company"), pursuant to resolutions of the Board of Directors, hereby delegates authority as described herein below to the
following individual(s):
Title of Position I Maximum Value
Director, Corporate Real Estate
$15,000,000
Real Estate Manager
500,000
Senior Real Estate Specialist
250,000
Real Estate Specialist
100,000
Senior Real Estate Representative
25,000
Real Estate Representative
25,000
Description of Authority
To execute in the name and on behalf of the Company contracts, agreements, and other instruments in which the
Company may be a party in carrying out an approved Capital Transaction involving the acquisition or disposition of real
estate or interests therein, provided that such contracts, agreements, or other instruments
1. Relate to transactions which do not exceed a term of five years, exclusive of renewal provisions (Deeds, perpetual
easements, licenses, permits, franchise agreements, and other instruments which normally have an unlimited term
are exempted from the five year limit provision.); and
2. Do not exceed in each instance, in the aggregate value of money and other consideration during the term, the sum
set forth opposite the individual's name.
❑This authority may be subdelegated with the following restrictions (if any):
®This authority may not be subdelegated.
to take effect when countersigned by the Secretary or any Assistant Secretary and to continue in effect for so long
as the designated individuals(s) hold(s) the designated position title(s) or until such authority shall be revised or
revoked by notice thereof by the undersigned, his or her successor in office, or the person to whom the designated
individual reports.
Date
Countersigned
^ 7 I) � retat�/A�ssfst,at�.t Secretary Date
FORM 3999 (REV. 6/92)
,- 4
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
On November 5, 1996, before Cindy Mortesen, City Clerk, personally appeared
Sandra Jacobs, personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed
the same in her authorized capacity, and that by her signature on the instrument
the person, or entity upon behalf of which their person acted, executed the
instrument.
0
Witness my hand and Official Seal
Cindy Mortes -i, ):ity Clerk
CONTRACT NO.2478