CONTRACT 3135 C Amendment31356
AMENDMENT NO.3 TO REIMBURSEMENT AGREEMENT
This Amendment No. 3 to Reimbursement Agreement ( "Amendment No. 3 ") is made and
entered into by and between SHELL PIPELINE COMPANY LP, a Delaware limited partnership, and
SHELL CALIFORNIA PIPELINE COMPANY LLC, a Delaware limited liability company
(collectively, "SHELL "), and the CITY OF EL SEGUNDO ( "CITY "), for the purposes and
consideration set forth below:
RECITALS:
WHEREAS, on June 24, 1941, Southern California Edison Company Ltd. ( "Edison ")
granted Shell Oil Company, Incorporated a pipeline right of way which is of record under Book
18534, Page 320 of the Official Records of Los Angeles County, California;
WHEREAS, Shell California Pipeline Company LLC is the current owner and holder of the
pipeline right of way, and Shell Pipeline Company LP is the operator of the pipeline;
WHEREAS, the CITY has requested SHELL to relocate all or some portion of the pipeline
right of way to facilitate the CITY's planned extension of Douglas Street;
WHEREAS, on March 18, 2003, CITY and SHELL entered into a Reimbursement
Agreement for Pipeline Relocation (as subsequently amended, "Reimbursement Agreement")
wherein CITY agreed to pay SHELL the costs and expenses associated with the relocation of
SHELL's pipeline including a fee for administrative costs of SHELL;
WHEREAS, on or about January 27, 2005, CITY and SHELL entered into Amendment No.
1 to the Reimbursement Agreement;
WHEREAS, on or about March 29, 2006, CITY and SHELL entered into Amendment No. 2
to the Reimbursement Agreement;
WHEREAS, CITY and SHELL have agreed to enter into this Amendment No. 3 to further
amend the terms of the Reimbursement Agreement.
NOW THEREFORE, in consideration of the agreements described below and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SHELL
and CITY hereby agree as follows:
1. Recitals. The recitals and definitions set forth above are hereby incorporated as if set forth
herein verbatim.
2. Addition of Party. The term "SHELL" as used in the Reimbursement Agreement shall mean
Shell Pipeline Company LP and Shell California Pipeline Company LLC.
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3 Clarification. Section 2 of the Reimbursement Agreement is hereby amended in its entirety
to read as follows:
"SHELL is prepared to relocate the pipeline subject to the receipt of a
signed copy of this letter, final construction drawings showing a new
pipeline alignment acceptable to SHELL, an acceptable easement and
an acceptable workspace easement across the immediately adjoining
property owned by the CITY which is subject to an easement in favor
of Edison ( "Edison Tract ") or across the adjoining residual land of the
owner ( "Owner ") of the land on which the easement is located
( "Owner Tract "). CITY shall acquire or provide said rights as needed,
in advance of construction, at CITY's sole expense. Any new
easements acquired by the CITY on SHELL's behalf shall be on an
easement form provided by or approved by SHELL in advance."
4. Additional Indemnification by CITY. Section 8 of the Reimbursement Agreement is
hereby amended in its entirety to read as follows::
"CITY agrees to indemnify and hold SHELL, its employees, agents
and independent contractors, free and harmless from any and all
direct and indirect damage, damages, losses, liabilities, claims,
judgments, settlements, injuries or death to any person (including but
not limited to Grantee and its employees, agents and contractors),
reasonable costs or expenses (including but not limited to the fees and
costs of attorneys, investigators, contractors, consultants or experts)
(collectively, "Liabilities ") ") arising out of: (i) any act or omission of
City, its officers, agents and independent contractors of any kind or
nature relating to or arising from the construction of the Douglas
Street Undercrossing and the removal and relocation of SHELL's
pipeline; (ii) any challenges or claim related to the easement to be
obtained by the CITY for the relocation of SHELL's pipeline,
SHELL's right of possession thereof, the title to the easement, the
right of possession of SHELL in, under and to such easement or the
exercise of SHELL of its rights under the easement including, without
limitation, the right of access and assignment; or (iii) failure of the
CITY to provide SHELL with the workspace easement provided for
below, save and except claims or litigation arising through the alleged
gross negligence or willful misconduct of SHELL. Such Liabilities
shall specifically include (without limitation) any direct or indirect
damages, losses, fees, expenses, rentals or license fees arising from
the City's failure to provide a workspace easement including the cost
of rental of workspace or liabilities associated with unauthorized use
of adjoining property to repair and maintain the pipeline.
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CITY agrees that SHELL will not be liable for any damages to the
surface of lands, plants, grass, shrubbery, trees or any other
improvements resulting from or related to the work defined in this
Agreement, except that SHELL will be liable and must indemnify the
CITY, from and against liabilities, claims and costs resulting either
from the activities of SHELL employees, agents or contractors or
from spillage, release or discharge of petroleum products or other
hazardous substances from the SHELL pipeline."
5. Insurance. Notwithstanding the insurance requirements of Section 9 of the
Reimbursement Agreement, SHELL shall be entitled to self - insure any insurance coverages
required by the Reimbursement Agreement.
6. Workspace. In partial consideration for SHELL's agreement to relocate its pipeline, the
CITY covenants and agrees to provide a ten foot (10') workspace easement to SHELL on and
across the Edison Tract or the Owner's Tract. The CITY acknowledges that SHELL would
not agree to the relocation of its pipeline but for the CITY's agreement to provide the
workspace easement to SHELL. Workspace shall be provided to SHELL through the Edison
Tract or the Owner's Tract commencing with the day that SHELL commences work on the
relocation of its pipeline. A workspace easement across the Edison Tract or the Owner's
Tract signed by the CITY and Edison or the Owner will be provided to SHELL no later than
sixty (60) days after the date hereof.
7. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, and exclusive venue for any action involving this
Amendment No. 3 will be in Los Angeles County.
8. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
9. Final Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN CITY AND SHELL AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
10. Authority. The parties hereto represent and warrant that the execution of this Agreement
and all documents executed in connection therewith have been duly authorized by all
necessary corporate, administrative or legal authority and that the individuals executing this
instrument on behalf of any party hereto are duly authorized to execute and deliver this
Agreement.
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11. Binding Agreement. This Agreement shall be binding upon the parties and their respective
successors and assigns.
12. Modification. This Amendment No. 3 may be modified by written amendment executed by
the parties hereto. CITY's city manager, or designee, may execute any such amendment on
behalf of CITY.
13. Conflicts. All other terms and conditions of the Reimbursement Agreement, not conflicting
with this Amendment No. 3, shall remain the same.
AGREED TO AND ACCEPTED THIS 21'DAY OF w�yS� , 2006.
SHELL PIPELINE COMPANY LP
By: SHELL PIPELINE GP LLC
Its General Partner
By: Y
P.W. Alley
Attorney -in -Fact
SHELL CALIFORNIA IPELINE COMPANY
LLC
By:
V.K. Hatley
Attorney -in -Fact
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08/28/2006 15:07 FAX 213 236 2700 BURKE WILLIAM
- AUU-28--2006 13:26 CITY OF EL SEGUNDO PW &8L
CITY OF EL
By: 4)eq I
Name: ) /Z G
Title: City Manager
Approved as to
Name: Bolec
Title: City Attorney
ATTEST: �-
Name:
Title: Deputy City(
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by:
AUG -28 -2006 15:09 213 236 2700 97%
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3i0 640 0489 P.06
TOTAL P.06
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