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CONTRACT 1337 Other1331 A G R E E M E N T THIS AGREEMENT made this � day of ll&a,37" , 1971, by and between ALLIED CHEMICAL CORPORATION, a New York corporation ("ALLIED CHEMICAL"), and the CITY OF EL SEGUNDO (the "CITY"). R E C I T A L ALLIED CHEMICAL owns certain real property located in the CITY, more particularly described in Exhibit "A" attached hereto (the "Property"), and desires to obtain permission from the CITY to discharge sanitary sewage and industrial waste from the Property into that certain sewer line located in Rosecrans Avenue in the CITY and shown on Exhibit 11B" attached hereto (the "Rosecrans Line"). The CITY is willing to grant such permission to ALLIED CHEMICAL on the terms and conditions contained herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. Right to Use the Rosecrans Line. The CITY hereby grants to ALLIED CHEMICAL the right to discharge sanitary sewage and industrial waste into the Rosecrans Line subject to the terms and conditions contained herein. 1.1 All discharges of any kind into the Rosecrans Line shall at all times comply with the requirements for that type of discharge as established from time to time by Los Angeles County Sanitation District No. 5 or any other governmental body or agency having jurisdiction thereof. 1.2 At no time shall ALLIED CHEMICAL's total discharge from the Property into the Rosecrans Line exceed 140 gallons per minute, peak flow, nor shall it exceed 185,000 gallons per day, based on a 24 hour average; provided, however, that (a) solely during the hours of 3:30 o'clock P.M., to 4:30 o'clock P.M. each day, peak flow may reach, but shall not exceed, a total of 290 gallons per minute for a maximum of five (5) periods not exceeding three (3) minutes each; and (b) during any other hour in any day, peak flow may reach but shall not exceed a total of 290 gallons per minute for a maximum of three (3) minutes during any such hour. 1.3 The execution of this Agreement shall in no way prohibit or limit the use of the Rosecrans Line by existing users. ALLIED CHEMICAL acknowledges that the Rosecrans Line was originally constructed by the owners of that certain real property described in Exhibit "C" attached hereto (the 11Utah Tract") for the benefit of present and future occupants thereof. The Utah Tract has not yet been fully developed. As it is developed the occupants thereof will have the right to discharge effluent into the Rosecrans Line. This Agreement shall not be construed to prohibit or limit the right of such occupants to discharge effluent into the Rosecrans Line, or to prohibit or limit the right of the CITY to grant such occupants the right to discharge effluent into the Rosecrans Line. - 2- SECTION 2. Construction of Connecting Lines. 2.1 In order to use the Rosecrans Line, it will be necessary for ALLIED CHEMICAL (a) to install certain water treatment facilities (including pipelines) on the Property and (b) to construct a pipeline in Rosecrans Avenue extending from a point adjacent to the Property up to the existing end of the Rosecrans Line. Notwithstanding any other provision of this Agreement, ALLIED CHEMICAL shall obtain from the CITY all standard permits, licenses, approvals and the like necessary to construct such treatment facilities and such pipelines, and the granting or denying of such permits, licenses and approvals by the CITY shall be based on applicable laws, rules and regulations in effect at the time application therefor is made by ALLIED CHEMICAL. Although this Agreement shall not constitute ALLIED CHEMICAL's agreement to apply for such permits, licenses or approvals, or to use the Rosecrans Line, nevertheless ALLIED CHEMICAL understands that should it desire to use the Rosecrans Line it shall be obligated to obtain all such standard permits, licenses and approvals from the CITY which it would otherwise have to obtain in the absence of this Agreement, excepting only consent to use the Rosecrans Line as specified in Section 1 hereof. 2.2 The CITY specifically reserves to itself each and every right which it presently has to approve, dis- approve or modify plans which ALLIED CHEMICAL may propose to install water treatment facilities on the Property and to connect up to the Rosecrans Line. 2.3 The CITY may at its sole option require as a condition to the granting of a permit to construct a con- necting pipeline in Rosecrans Avenue that ALLIED CHEMICAL dedicate to the City all improvements constructed by IBM ALLIED CHEMICAL in, under or above property owned by the WIV SECTION 3. Annexation. ALLIED CHEMICAL shall have no right, directly or indirectly, to discharge any effluent whatever into the Rosecrans Line prior to the time approval has been obtained from Los Angeles County Sanitation District No. 5 for ALLIED CHEMICAL to discharge effluent into such District's sewer lines by way of the Rosecrans Line. SECTION 4. Term. 4.1 Subject to each of the other provisions of this Agreement and the performance by ALLIED CHEMICAL of all of its obligations hereunder, ALLIED CHEMICAL shall have the right to discharge effluent into the Rosecrans Line in the manner provided above until such right is ter- minated in the manner provided in Section 4.2 or 4.3 hereof. 4.2 If at any time, in the sole judgment of the CITY, the capacity of the Rosecrans Line to safely carry effluent is reached or is likely to be reached due to development of the Utah Tract, or due to additional effluent introduced into the Rosecrans Line from occupants of the Utah Tract, then following the expiration of one (1) year after receipt by ALLIED CHEMICAL of written notice from the CITY that such determination has been made and -4- that the CITY is exercising its option hereunder, ALLIED CHEMICAL shall have no further right whatever to discharge process or industrial effluent into the Rosecrans Line. Following such termination of ALLIED CHEMICAL's right to discharge such process or industrial effluent into the Rosecrans Line, ALLIED CHEMICAL may continue to discharge sanitary sewage effluent into the Rosecrans Line; but at a rate not to exceed ten (10) gallons per minute, based on a twenty-four (24) hour average. 4.3 In the event at any time after January 1, 1977, the CITY proposes to construct a sewer line in any portion of that certain street adjacent to the Property located in the CITY and presently known as Sepulveda Boulevard, which sewer line (a) is intended by the CITY to service the Property (among other parcels of property), and (b) is in accordance with the CITY's master plan for sewer development to service the Property, then, if ALLIED CHEMICAL is entitled to and does file a written protest to the con- struction of said line pursuant to its right to do so under the Improvement Act of 1911 (as contained in the California Streets and Highways Code, Section 5000 through 6794), ALLIED CHEMICAL shall discontinue discharging effluent into or through the Rosecrans Line at the expiration of thirty (30) days after the date such protest is filed. Following the date ALLIED CHEMICAL ceases to discharge any effluent whatever into the Rosecrans Line pursuant to this paragraph and disconnects its facilities from said Rosecrans Line, this Agreement shall be of no further force and effect -5- whatever and neither party shall have any obligation or liability whatever to the other party arising out of or relating to this Agreement. SECTION 5. Miscellaneous. 5.1 The existence, validity, construction and operational effect of this Agreement and all of its terms and provisions shall be determined in accordance with the laws of the State of California. 5.2 This Agreement including the exhibits attached hereto sets forth the entire agreement between the parties and no change in or addition to the conditions herein contained shall be valid as between the parties unless set forth in writing and signed by both of the parties hereto subsequent to the execution of this Agreement. 5.3 All notices and other communications here- under shall be in writing and shall be deemed to have been duly given if delivered or mailed by registered mail, return receipt requested, postage prepaid, as follows: (a) If to ALLIED CHEMICAL: Plant Manager Allied Chemical Corporation 850 South Sepulveda Boulevard Box 98 E1 Segundo, California 90246 Copies to: Legal Department Allied Chemical Corporation Post Office Box 1057-R Morristown, New Jersey 07960 Attn: Robert E. Mumford, Esq. MM (b) If to CITY: City Manager El Segundo City Hall 350 Main Street El Segundo, California 90245 Such names and addresses may be changed by written notice as herein provided. 5.4 The terms, covenants, conditions and agree- ments contained herein shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 5.5 This Agreement may be executed in counter- parts and each counterpart so executed shall constitute one and the same agreement and shall be binding upon the parties hereto. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. ALLIED CHEMICAL CORPORATION By ¢ u V/ne rr' s ara cals D isi ssista t Secretary f r 1°ALLIED CHEMICAL" ATTEST: CITY OF ES EGUNDO7 By ty Clerk IV Mayor "CITY" (Seal) APPWNEo AS TO FMV _.�.CITY -7- STATE OF NEW JERSEY ) ss. COUNTY OF MORRIS On August 25 , 1971, before me, the under- signed, a Notary PuSlic in an for said State, personally appeared W. C. Ruch and R. E. M-umford known to me to be thevj--ce Pres. I.c.c.and Asst. Secretary respectively, of Allied Chemical To—rporation, the corpora- tion that executed the within instrument, and acknowledged to me that they executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. WITNESS my hand and official seal. Notary PubP "It NOTARY PU3i 1-OF rqLyj j�p My Ca,mm'sslon 12n. 2,1974 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES) On "1971, before me, the under- signed, a Notary'Public in and for said State, personally appeared Gordon T. Stephens and Jane 1). Hough known to me to e the Mayor and City -77erk,respective Lfir, of the City of El Segundo, the entity that executed the within instrument and acknowledged to me that pursuant to the authority vested in them they executed the within instrument on behalf of said entity therein named, and acknowledged to me that such entity executed the same. WITNESS my hand and official seal. 'j'o OFFNIIIAL IM F JAMES F. WEKR ��Wil NOTARY PUBLIC - CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY My Commission txpires April 11, 1973 EXHIBIT "A" rn 0 0 (1) m F 0 > > Pl m m z 0M 0 z 0 0 0 U) C" co ,TV i-n 7.7 77 OAX E P UUY i 4�1 Ln 1 �A LVD. 11 8 M I.- w t1i X P1 U G L S ST. 4z �t EXHIBIT "B"