CONTRACT 4417 Other 4 417 � .,., : .
TAX RESOLUTION AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO
AND
CHEVRON U.S.A. INC.
This TAX RESOLUTION AGREEMENT (the "Agreement") is dated and entered into
as of April 23, 2013 (the "Effective Date"), by and between the CITY OF EL SEGUNDO, a
municipal corporation and general law city ("CITY" or "City") and Chevron U.S.A. Inc., a
Pennsylvania corporation ("CHEVRON" or "Chevron"). Chevron and the City shall be
collectively referred to as "Parties" or separately as "Party", as applicable.
RECITALS.
The Parties enter into this Agreement with reference to the following facts and
objectives:
A. The CITY's fiscal condition has been negatively impacted by the unprecedented
challenges in the worldwide and national financial• markets and the chronic
economic recession/difficulties in the national, state, regional and local
economies. The on-going economic recession has significantly decreased the
CITY's revenue sources and negatively impacted expenses requiring the CITY to
institute various austerity measures including expenditure curtailments for
equipment and capital projects, deferring maintenance of CITY infrastructure and
reductions in other City services.
B. CITY is and was considering placing a ballot measure on a general municipal
election and/or on a special election that would attempt to increase significantly
the amount of Taxes (as defined below)paid by Chevron and other similar entities
pursuant to El Segundo Municipal Code Section 4-2-17. If a ballot measure were
passed/approved by the voters of the City of El Segundo, the new Taxes would
generate revenue that would help the CITY address its current and future
financial difficulties and further help the CITY's infrastructure from falling into
disrepair and otherwise enhance the City's ability to. maintain City services at
current levels.
C. CHEVRON is the largest private property owner in El Segundo and pays more
total Taxes to the CITY than any other single taxpayer. Chevron enjoys significant
benefits from public services provided by the CITY and therefore recognizes the
importance of resolving any Tax controversy with the City.
D. On December 20, 2011, the City Council of El Segundo ("Council" or "City
Council") had a public discussion at a regularly scheduled City Council Meeting
regarding whether to place a ballot measure on the April 2012 general municipal
election that, if passed by the electorate, could have resulted in Chevron's Taxes
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being increased. The Council directed staff to prepare the necessary documents
so that the Council could consider whether to place such a tax measure on the
April election. Following the December 20`h, Council Meeting, Chevron and City
representatives met and discussed the potential of the City and Chevron entering
into an agreement whereby Chevron would make additional annual payments to
the City if the City were to forego placing a tax measure on the April 2012 ballot.
E. On January 6, 2012, the City Council held a special Council Meeting whereat the
Council was presented with the option of either negotiating an agreement with
Chevron or placing a tax measure on the April 2012 ballot that would, if passed,
result in Chevron paying additional taxes to the City. The Mayor and City
Manager of the City at that time recommended, and Chevron representatives
expressed a desire, that the City pursue an agreement with Chevron rather than
place a tax measure on the April 2012 ballot. The Council approved the
recommendation of the Mayor and City Manager.
F. Chevron is entering into this Agreement with the City and agreeing to make
annual payments to the City based upon the fact that the City did not place a
ballot measure on the April 2012 election and that the City is agreeing, for a
period of one hundred and five (105) days after the Effective Date of this
Agreement, not to take any action to place a tax measure on an election that, if
passed would result in Chevron paying additional taxes to the City. Moreover,
Chevron is agreeing to continue making additional annual payments to the City
subject to the terms and conditions set forth in this Agreement.
G. Chevron and the City both acknowledge the valuable consideration that is being
exchanged in this Agreement by Chevron providing certain additional payments
to the City and the City agreeing to not take certain actions in the short term and
agreeing that should the City increase Chevron's taxes such that certain
thresholds set forth in this Agreement are exceeded that the City would be
required to refund certain amounts to Chevron and this Agreement would
terminate. This Agreement results in Chevron making payments that it would not
otherwise be required to make in exchange for the City not pursuing a ballot
measure that would increase Chevron's Taxes for a certain period of time and
agreeing to certain disincentives (e.g., refunding monies to Chevron) to forgo
increasing Taxes to be paid by Chevron as indicated below. Accordingly,
Chevron and the City are both receiving an agreed upon level of certainty with
regard to certain payments that Chevron will have to make to the City and the
amount of certain payments that the City will receive from Chevron.
H. CHEVRON has concluded that the resolutions reached through this Agreement
are fair,just, reasonable and advantageous to Chevron for a number of reasons,
including, but not limited to, providing certainty and clarity for Chevron with
respect to its future obligations to the CITY.
CITY has identified significant long term benefits resulting from entering into this
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 2
4 4 1 7
Agreement with Chevron including, but not limited to, achieving certainty in the
Tax revenue that it will receive from Chevron over the next fifteen (15)years, and
as such, the CITY has concluded that the resolutions reached through this
Agreement are fair, just, reasonable and advantageous to CITY, and in addition,
the CITY has determined that this Agreement is prompted by the necessity of
resolving the Tax issues and collecting the agreed upon and settled Tax amounts
imminently rather than protracting the controversies and incurring the risk of
litigation or non passage of a voter approved ballot measure.
J. The City exercised its right to audit the 1994 Administrative Agreement
Regarding Gas Tax Collection between the Parties and dated February 1, 1994
(also referred herein as the "Administrative Agreement"). In particular, CITY
audited CHEVRON's gas use within the CITY as that term is defined and
determined under the Administrative Agreement (the "Audit") and pursuant to the
Settlement Agreement and Mutual General Release Agreement between the
Parties dated February 1, 1994 and CITY Ordinance No. 1226 (which is part of
and provides definitions and exceptions regarding the application of the City's
Utility User Tax with regard to natural gas usage which is taxed in accordance
with Section 3-7-5 of the City Municipal Code). Chevron does not agree on the
methodology used by the auditor in the audit for comparing taxable gas
consumption but Chevron and the City do agree, as set forth below, on the
methodology to be used in the future. Chevron and City also agree that based
upon the additional payments to be made by Chevron pursuant to this Agreement
that the disagreement between the Parties regarding the audit is monetarily
inconsequential.
K. The CITY does not dispute and agrees that Chevron has properly determined and
remitted its gas users Tax for the Tax reporting periods ending prior to the
Effective Date of this Agreement pursuant to the 1994 Administrative Agreement
and the El Segundo Municipal Code (as more specifically defined in Recital J)
and the Administrative Agreement.
L. For the reasons set forth above, and in order to avoid the uncertainties associated
with proposing and successfully passing a Tax initiative through a ballot measure
in an election and to resolve any existing and to attempt to minimize potential
future tax controversies between CHEVRON and the CITY, the Parties have
agreed, without any Party making any concessions or admissions of any kind, to
agree on a formula that results in CHEVRON making additional tax payments to
the CITY and to settle all disputes and controversies between them concerning
CHEVRON's Tax payments to the CITY as indicated below.
AGREEMENT
NOW THEREFORE, for valuable consideration of the covenants and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto, intending to be legally bound, do hereby agree to the following terms and conditions:
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 3
44 17 .
1. INCORPORATION OF RECITALS. The above-mentioned recitals are hereby
incorporated into, and made a part of, this Agreement.
2. DEFINITIONS,AGREEMENTS AND COVENANTS.
A. DEFINITIONS.
(i) "Affiliates" means any business entity (including but not limited to a
corporation, partnership, limited liability company, or similar
organization) that is: (i) controlled by Chevron or (ii) a controlling owner
of Chevron or (iii) controlled by a business entity described in (i) or (ii).
For purposes of this definition control means owning, either directly or
indirectly a majority of the voting stock or other voting interest in such
business entity.
(ii) "Property" means all property of Chevron and its Affiliates (including
real, personal or intangible) with a current business situs in the City of El
Segundo and which are identified on Attachment D.
(iii) "Tax" (or "Taxes") means any levy, charge, fee or exaction of any kind
imposed by the City pursuant to the El Segundo Municipal Code Title 3
and Title 4 and as defined under Article XIII(C) of the California
Constitution, which includes definitions as to what constitutes a local
government tax. However, assessments and fees received by the CITY
and imposed pursuant to Government Code Section 66000, Article
XIII(D), Section 3, subsections 3 and 4, of the California Constitution, or
other applicable laws, shall not be considered Tax payments received by
the CITY from CHEVRON (for example, including without limitation, all
payments made by Chevron pursuant to the Recycled Water Agreement,
water fees and charges, sewer fees and charges, and standard CITY
building permit and inspection fees).
(iv) "Tax Authority" means any governmental unit, including federal, state,
county, the CITY, community, municipal or regional authority, body or
person competent to impose, administer or collect any Taxes on
CHEVRON.
(v) "Total Tax Payments" means Tax payments paid or owed to the City by
Chevron or its Affiliates that are attributable to the Property or Chevron's
or its Affiliates operations on the Property, which includes taxes that are
distributed to the City by a Tax Authority other than the City and are
attributable and identified as being paid by Chevron or its Affiliates (for
example, sales and use taxes collected by the State Board of Equalization
and property taxes collected by the County of Los Angeles, and are
attributable to Chevron's Property or Chevron's operations on the
A
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City of El Segundo and Chevron U.S.A.Inc. Page 4
4417 . .
Property) for the CITY's fiscal year that immediately precedes the
Resolution Payment.
For purposes of clarity, CHEVRON's Total Tax Payments currently
include the business license tax (including acreage, parcel), property taxes
(i.e., the CITY's share of county assessed tax), all utility users Taxes
(including but not limited to telephone, water, gas and electricity taxes),
Taxes paid in lieu of utility or gas users taxes under the Administrative
Agreement and sales & use taxes (i.e., the CITY's share of state assessed
taxes which are determined and remitted to the City by the State Board of
Equalization).
Attachment "A" identifies the Taxes and taxes paid to the City by other
Taxing Authorities that Chevron or its Affiliates pay that are included in
determining CHEVRON'S Resolution Payment(s) as of the date of this
Agreement and examples of how the Resolution Payment(s) are to be
calculated.
B. RESOLUTION PAYMENTS. For and in consideration of the agreements and
covenants set forth in this Agreement, CHEVRON agrees to pay on an annual
basis certain Tax payments (the "Resolution Payment(s)") to the CITY over a
fifteen (15) year period commencing with the CITY's fiscal year starting October
1, 2012 and ending at the completion of the CITY's fiscal year ending on
September 30, 2027.
CHEVRON shall within five (5) business days after the expiration of one hundred
and five (105) days from Effective Date of this Agreement, make its first annual
Resolution Payment to the CITY. Each Resolution Payment thereafter will be
made on or about March 31St of each year. The amount of each annual Resolution
Payment shall be determined on the basis of the CITY's prior fiscal year. Each
annual Resolution Payment shall be equal to the Base Payment Amount minus
CHEVRON's Total Tax Payments (as set forth below)to the CITY.
CHEVRON's Base Payment Amount for each Resolution Payment made by
CHEVRON to the CITY is Eleven Million One Hundred Thousand Dollars
($11,100,000). Commencing with the March 31, 2014 Resolution Payment,
CHEVRON'S annual Base Payment shall be adjusted annually by the most recent
reported December annual percentage of change in the United States Department
of Labor, Bureau of Labor Statistics' Los Angeles-Riverside-Orange County CPI-
U for the calendar year ending prior to the applicable Resolution Payment date.
For purposes of illustration, for CHEVRON'S 2013 Resolution Payment due on
March 31, 2014, the CPI-U December adjustment percentage used or identified
for the December 31, 2013 period by the organization identified in this paragraph.
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C. CALCULATION OF CHEVRON'S RESOLUTION PAYMENT(S) AND
PROCEDURES FOR DOING SO.
In order to determine Chevron's annual Resolution Payment, the Parties
agree as follows:
(1) The CITY shall reconcile its annual financial statement and
provide a copy to CHEVRON of the CITY's calculation of
TOTAL TAX PAYMENTS of the preceding fiscal year by
December 1st of the fiscal year for which a Resolution Payment
is to be paid by CHEVRON.
(2) CHEVRON shall review the CITY's information and will review its
own records and other information to determine what
CHEVRON believes to be its TOTAL TAX PAYMENTS for the
CITY's preceding fiscal year. CHEVRON will provide such
information on or about January 25th of the year for which a
Resolution Payment is to be paid by CHEVRON.
(3) In the event that the information/data from the CITY and
CHEVRON is not the same, the CITY and CHEVRON agree to
exchange meaningful, non-privileged information, including
certain Chevron Confidential Tax Information, and negotiate in
good faith to reach an agreement on the amount of Total Tax
Payments paid by CHEVRON during the prior year. The CITY
shall treat any CHEVRON tax information as "CHEVRON
Confidential Information" pursuant to California Civil Code
§3426.1(d); Revenue and Taxation Code Sections 7284.6, 7284.7
and 21002 Business and Professions Code Section 11612; Public
Utilities Code Section 394.4, and El Segundo's Municipal Code
Section 4-1.34, et al., and other applicable laws.
(4) After the exchange of information, the Parties will meet and
negotiate in good faith to determine and try to agree on the
amount of CHEVRON's Total Tax Payments. The Parties agree
to exchange information and try to complete the negotiations by
February 28th of each year.
(5) If the Parties can agree on the amount of the CHEVRON's Total
Tax Payments, then upon agreement, Chevron shall make its
annual Resolution Payment on or before March 31st of each year.
(6) In the event that the Parties cannot agree on the amount of
CHEVRON's Total Tax Payments, the Parties agree as follows:
(a) CHEVRON shall make its annual Resolution Payment to
the CITY less the amount in controversy; and
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City of El Segundo and Chevron U.S.A.Inc. Page 6
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(b) To participate in mediation to try to resolve their
disagreement. If the Parties still cannot agree after
participating in mediation, the Parties shall submit the
matter to binding arbitration. The Parties agree to share
equally in the costs of the mediation and arbitration. The
mediation and arbitration shall be administered by the
Judicial Arbitration & Mediation Services ("JAMS"). The
Parties agree to try to complete the mediation, and if
necessary, any arbitration by October 1st of the year in
which the Resolution Payment at issue was due and
payable.
(7) In the event that Chevron's Total Tax Payments exceed the Base
Payment Amount, Chevron shall be obligated to pay the Total Tax
Payments subject to Chevron's termination rights set forth in
Section 11 of this Agreement. The Parties further agree that to the
extent that any Taxing Authority other than the City increases or
decreases any payment that it remits to City based upon an error or
adjustment regarding taxes paid by Chevron, including tax
payments that preceded this Agreement, that Chevron's Total Tax
Payments will be adjusted in the fiscal year that such Taxing
Authority makes an adjustment, if any, rather than the fiscal year
in which the actual error was made or the adjustment was based
upon.
D. MODIFICATION OF CHEVRON'S GAS USERS TAX PAYMENTS
UNDER THE 1994 ADMINISTRATIVE AGREEMENT.
The Parties agree that the Administrative Agreement shall remain in full force
and effect but shall be revised and amended pursuant to the agreed upon content
of the amendment attached hereto as Attachment C.
The Parties further agree that amending the Administrative Agreement is a
condition to entering into this Agreement and the Parties agree to execute a stand-
alone version of the amendment to the Administrative Agreement (attached in
Attachment C) at the same time that this Agreement is executed.
In consideration of the Resolution Payments, the CITY further agrees to
forego and waive any right to renegotiate, suspend and/or terminate the
Administrative Agreement during the term of this Agreement. As stated in the
proposed amendment to the Administrative Agreement (Attachment C), Chevron
agrees to make its annual gas users tax payments based upon the agreed upon
methodology which is consistent with the Administrative Agreement and El
Segundo Municipal Code Section 3-7-5, including subsection (d) thereto which
was added pursuant to Ordinance 1226. In this regard, the Parties agree that the
gas users tax shall only apply to natural gas and shall not apply to gas that
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 7
Chevron does not purchase from third parties (e.g., Chevron refinery produced
process gas, Chevron produced gas or gas that is produced or owned by an
Affiliate). The Parties further agree that gas that is used for non-utility purposes
(such as feedstock for the production of hydrogen) and gas used for electric
cogeneration purposes are also not subject to the City's gas users tax.
E. FORBEARANCE. The City hereby agrees not to, and shall not, take any action
to place a Tax measure on an election for a period of one hundred five (105) days
from the Effective Date of this Agreement that, if passed, would result in Chevron
paying additional Taxes to the City.
F. RECYCLED WATER AGREEMENT. On or about February 2, 1999, the
Parties entered into a Water Service Agreement regarding recycled water fees and
charges (CITY Agreement No. 2677 and referred herein as the "Recycled Water
Agreement"). The Parties agree, by separate instrument executed within sixty
(60) days, to extend the term (without modifying the substantive terms and
conditions of the Recycled Water Agreement, including without limitation the
methodology by which Chevron's payments to the City are calculated) of the
Recycled Water Agreement to coincide with the term of this Agreement. For
purposes of clarity, the Recycled Water Agreement between the Parties shall
expire on September 30, 2027 and any renewal of the Recycled Water Agreement
must be agreed upon by the Parties through a separate, written document signed
by authorized representatives of each Party. Notwithstanding the foregoing,
should this Agreement terminate for any reason prior to the end of the Term,
CHEVRON may also terminate the Recycled Water Agreement upon thirty (30)
days' notice without further liability to the CITY.
G. TAX CODE CLARIFICATIONS. Ordinance 1226 was adopted by the City in
1994 and was ratified by the voters in April 1996 and has not been amended by
the City since such time. The CITY agrees that it shall take all necessary steps,
including exercising its codification authority pursuant to El Segundo Municipal
Code Section 1-1-4 and California Government Code Sections 50022.1 to
50022.10, to ensure that Section 3-7-5 of the CITY Tax Code governing the
obligations to pay a gas users Tax shall reflect the CITY's Ordinance 1226, dated
August 2, 1994, and a copy of which is attached hereto as Attachment"B".
H. AIR LIQUIDE. Air Liquide has a hydrogen facility on CHEVRON's El
Segundo Refinery and CHEVRON provides gas to Air Liquide in order for Air
Liquide to provide hydrogen to CHEVRON. The Parties agree that the manner in
which transfers of gas from CHEVRON to Air Liquide result in a non-taxable
event and are not subject to the CITY's gas users tax (i.e., the CITY's Municipal
Code 3-7-5 and the CITY's Ordinance 1226) as such gas is being utilized for non-
utility/feedstock purposes. Notwithstanding the foregoing, in the event that the
CITY or any third party asserts either the transfers of gas from CHEVRON to Air
Liquide or that the purchase of hydrogen from Air Liquide by Chevron are
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4417 . , ..
taxable events and subject to the CITY's gas users Tax and Air Liquide pays such
taxes then such will be included in the calculation of the Total Tax Payments.
For purposes of clarity, CHEVRON represents that it is currently the only
customer of Air Liquide and all natural gas provided by CHEVRON to Air
Liquide is used for non-utility/feedstock purposes and delivered back to
CHEVRON in the form of hydrogen feedstock for CHEVRON to be used as a
component part of a finished product or used elsewhere in the El Segundo
Refinery as part of the manufacturing process.
3. RELEASE OF CHEVRON. In consideration of the agreements, covenants set forth
herein, and subject to all duties and obligations imposed on the Parties under this Agreement, the
CITY hereby, and does hereby release, acquit and forever discharge CHEVRON, successors,
affiliates and subsidiaries and all officers, directors, employees, agents, representatives and
attorneys of each such entity (collectively the "Released Parties") from any and all claims,
damages, causes of action, demands, debts, liabilities, injuries, suits and actions of whatsoever
kind or character, whether in contract or tort, at law or in equity, known or unknown, presently
due or contingent, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted,
developed or undeveloped, which the CITY has or may have, arising out of or in any way related
to El Segundo utility users Taxes and other Taxes for periods prior to the date the Agreement is
executed ("Released Claims"). The Released Claims include any and all claims that were
asserted at any time in any utility users Tax audit conducted by the CITY, and any and all Tax
underpayment or Tax non-payment claims that might have been brought concerning the Released
Claims based on any theory and any claims based on:
(i) Unpaid or underpaid Taxes;
(ii) Taxability of gas as a feedstock (e.g., gas used for non-utility purposes) for
hydrogen production;
(iii) Taxability of natural gas used in the production of co-generated power;
(iv) Taxability of refinery process gas produced (e.g., self-produced gas by the
refinery) at the CHEVRON El Segundo refinery;
(v) Incorrect reporting of natural gas or refinery process gas volumes;
(vi) Non-payment or late payment of taxes;
(vii) Any and all claims for penalties;
(viii) Any and all claims for interest;
(ix) Any and all claims for punitive damages; and
(x) Any and all claims for attorneys' fees, expert fees, consultant fees and other audit
costs.
The foregoing releases shall be final and unchallengeable except upon a finding of fraud or
misrepresentation of a material fact by CHEVRON.
4. RELEASE OF CITY. In consideration of the agreements, covenants set forth herein,
and subject to all duties and obligations imposed on the Parties under this Agreement,
CHEVRON does hereby release, acquit and forever discharge the CITY, successors, affiliates
and subsidiaries and all elected officials, officers, directors, employees, agents, representatives
A_
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 9
and attorneys of each such entity (collectively the "Released Parties") from any and all claims,
damages, causes of action, demands, debts, liabilities, injuries, suits and actions of whatsoever
kind or character, whether in contract or tort, at law or in equity, known or unknown, presently
due or contingent, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted,
developed or undeveloped, which CHEVRON may have, regarding prior Tax payments (except
Property taxes paid by Chevron to the County) or arising out of or in any way related to the
CITY's release of gas or utility user Tax and other Tax information for the period of November
1, 2011 through the Effective Date of this Agreement.
5. TERM & APPLICABLE CITY TAX YEARS. The term of this Agreement shall be for
fifteen (15) years, commencing on October 1, 2012 and ending on September 30, 2027 (the
"Term"). This Agreement shall cover the City's fiscal tax years from 2013 to 2027.
6. FINALITY. This Agreement shall be considered fmal and unchallengeable except upon a
finding of fraud or misrepresentation of a material fact.
7. NO ADMISSION OF LIABILITY. CHEVRON and CITY make no acknowledgement or
admission of any liability to the other Party or anyone else based on entering into this
Agreement. It is expressly understood by the Parties that in agreeing to this resolution and
settlement neither Party has made any concessions regarding the merits of its positions or the
merits of the other Party's position with respect to any disputed matter.
8. MUTUAL DRAFTING. The Parties agree that the negotiation and drafting of this
Agreement was the product of the joint and mutual efforts and participation of the CITY,
CHEVRON and each of their counsels. Therefore, in the event of any ambiguity herein, such
ambiguity shall not be resolved against or in favor of any particular Party on the basis of who
prepared or drafted this document.
9. WARRANTY. The Parties represent and warrant that all necessary action has been taken by
the Parties to authorize the undersigned to execute this Agreement and to engage in the actions
described herein and they have full authority to make and enter into this Agreement. With
respect to the CITY, the CITY is authorized to enter into this Agreement by the CITY Council
for the CITY.
10. APPROVAL OF AGREEMENT BY CITY. CHEVRON acknowledges that this
Agreement is subject to approval by the El Segundo CITY Council, which decision may be taken
and reported in a public CITY Council meeting and, if approved, shall be a public record.
11. TERMINATION. The rights of each Party to terminate or suspend this Agreement are set
forth below as follows:
A. TERMINATION FOR BREACH. Chevron may terminate this Agreement if(i)
the City takes action within one hundred and five (105) days of the execution of
this Agreement to place a ballot measure in an election which would increase the
amount of Taxes paid by Chevron, or (ii) for a material breach of this Agreement
upon one hundred eighty (180) days written notice of termination to the other
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4417 . . .
Party in the event the other Party breaches a material term of this Agreement and
the specified breach is incurable or remains uncured at the end of the one hundred
eighty (180) days following the date of such notice. For purposes of this
subsection (ii) of this provision, "material breach' by the CITY shall mean the
issuance of any Tax assessments by the CITY that are not based on applicable law
and is in excess of fifty percent (50%) of the Resolution Payment. In the event of
such a material breach by the City then Chevron in addition to having the right to
terminate this Agreement shall also have the right to seek recovery of any
payment it made as a result of the material breach.
B. CHEVRON'S TOTAL TAX PAYMENT EQUALS OR EXCEEDS 95% OF
THE BASE PAYMENT AMOUNT. In the event that CHEVRON'S Total Tax
Payments in two (2) consecutive fiscal years to the CITY during the Term of this
Agreement equal or exceed ninety-five (95%) of the Base Payment Amount,
CHEVRON may terminate this Agreement upon ninety (90) days written notice
to the CITY.
C. MATERIAL IMPACTS.
i. SUSPENSION. CHEVRON has the right to suspend this Agreement
upon thirty (30) days written notice if the CHEVRON El Segundo
Refinery is materially impacted as a result of an unplanned event,
including an operational accident, fire, flood, earthquake, storm, hurricane
or other natural disaster, war, invasion, act of foreign enemies, hostilities
(regardless of whether war is declared), civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
or government sanction, blockage, embargo, or interruption or failure of
electricity or other utility service. A material impact in the operation of
the Refinery would be deemed to have occurred in any circumstance
where a major operating unit (e.g., including, but not limited to, the crude
unit) causes the El Segundo Refinery's average throughput of barrels of
oil processed per day — "BPD") to fall below fifty percent (50%) of the
average total barrels of oil processed by the El Segundo Refinery
(currently that is approximately 265,000 BPD and this figure can be found
on the El Segundo Refinery's public website) for one hundred eight (180)
days. For purposes of this paragraph, the El Segundo Refinery's average
throughput shall be determined by calculating the average total annual
BPD processed by the El Segundo Refinery for the preceding three (3)
calendar years prior to the date of the suspension. In such an event:
(a) CHEVRON's Resolution Payment shall be reduced in a pro-rata
portion from the date the material impact event occurred and/or for the
portion of the year in which the Agreement was suspended. For
purposes of example, if the Agreement was suspended for a period of
six (6) months, then CHEVRON's Resolution Payment would be
reduced by fifty percent (50%).
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City of El Segundo and Chevron U.S.A.Inc. Page 11
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(b) In the event that this Agreement is suspended, this Agreement shall be
extended for the equivalent length of time this Agreement has been in
a suspended status. For purposes of example, if the Agreement was
suspended for a period of six (6) months, the term of the Agreement
shall extended for an additional six (6) months, and for that extended
period of six (6) months, CHEVRON would only be responsible for a
pro rata portion of the Resolution Payment in the extended period
(i.e., fifty percent (50%) of an annual Resolution Payment for the
extended term of six (6) months).
ii. TERMINATION. In the event that CHEVRON decides to cease
operating the El Segundo Refinery as a refinery and shuts down the
refinery operation (that is, Chevron announces its intention to and does
reduce the BPD of crude oil production to less than ten percent (10%) of
Chevron's prior year's BPD on an on-going basis), CHEVRON may
terminate this Agreement upon two (2) years written notice to the CITY.
During the two year notice period, Chevron shall still be obligated to make
Resolution Payments (i.e., the actual termination date is in the middle of a
given year, Chevron shall be obligated to pay a pro rata portion of that
year's Resolution Payment). Upon the effective date of the termination of
this Agreement, CHEVRON shall then only be liable for its Total Tax
Payments and shall no longer be liable for any Resolution Payment. In the
event that Chevron terminates this Agreement pursuant to this paragraph,
the City may place a tax ballot measure in and for an election (general,
special or otherwise) and not trigger any refund obligation as stated in
Section 11(D) provided that the tax ballot measure, if passed, does not
become effective until the after the effective date of the termination of this
Agreement.
D. TERMINATION FOR A NEW TAX AND REFUND OF RESOLUTION
PAYMENT. CHEVRON, in its sole discretion, may terminate this Agreement
upon thirty (30) days notice to the CITY if:
(i) the CITY Council:
(a) during the first twelve (12) years of this Agreement places
a Tax ballot measure in and for any election (general, special or
otherwise), which if passed would result in a Tax increase or new
Tax, either of which would be imposed and materially increase the
Taxes paid by Chevron during or after the term of the Agreement,
or
(b) during or after year thirteen (13) of this Agreement places a
Tax ballot measure in and for any election (general, special or
otherwise), which if passed would result in a Tax increase or new
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 12
4417 ,
Tax, either of which would be imposed and materially increase the
Taxes paid by Chevron during the term of the Agreement; or
(ii) an initiative petition circulated by a registered voter in the City results in a
Tax ballot measure in any election (general, special or otherwise) and the
measure is passed by the voters and is legally effective, and which would
result in a Tax increase or new Tax, either of which would be imposed and
materially increase the Taxes paid by Chevron during the term of the
Agreement.
A material increase in Taxes shall be deemed to occur if the total Taxes to be paid
by Chevron during the fiscal year immediately following the proposed effective
date of the new Tax or Tax increase equals or exceeds an amount that is one
hundred and ten percent (110%) of the sum of the Base Payment Amount
calculated for the last Resolution Payment paid prior to the date a tax ballot
measure is placed in an election plus the total amounts paid to the City pursuant to
Recycled Water Agreement during that same fiscal year.
If Chevron exercises its right to terminate this Agreement, the CITY shall refund
to Chevron the greater of: (i) three million dollars ($3,000,000); or (ii) the amount
of last Resolution Payment paid prior to the date of such termination. The refund
shall be provided to Chevron within thirty (30) days of the date of the termination
of this Agreement. Notwithstanding the foregoing, Chevron and the CITY may
enter into a written agreement to substitute such refund amount otherwise due to
Chevron for Tax credits against Chevron's future Tax liabilities to the City.
The CITY shall be deemed to place and have placed a Tax ballot measure in and
for an election when it adopts a resolution to submit to the City of El Segundo
voters a new Tax or Tax increase. A Tax ballot measure initiative by a registered
voter of the City shall be deemed to have been passed and become legally
effective when the City Council passes a resolution confirming the election results
regarding the initiative unless the City takes formal and public action not to
impose the Tax within sixty(60) days thereof.
E. EFFECT OF TERMINATION. In the event of that this Agreement is
terminated pursuant to any provision in this Section 11, CHEVRON shall be
relieved from any further liability to the CITY under this Agreement and of
making any future payment due under this Agreement. For purposes of clarity, in
the event this Agreement is terminated, CHEVRON shall no longer be required to
make any Resolution Payments under this Agreement but shall be required to
make any and all Tax payments to the City pursuant to applicable law.
12. SPECIFIC PERFORMANCE; ENFORCEMENT COSTS. The Parties agree that failure
to perform under this Agreement cannot be adequately relieved by pecuniary compensation.
Accordingly, either Party may compel specific performance of this Agreement in accordance
with Civil Code §§ 3384, 3386, or 3389, and any other applicable law, should the other Party fail
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 13
4
to fully perform its obligations under this Agreement. If successful in compelling specific
performance, the enforcing Party will be entitled to recover all costs associated with such
enforcement including, without limitation, reasonable attorneys' fees.
13. NOTICES. All communications to either Party by the other Party will be deemed made
when received by such Party at its respective name and address as follows:
If to CHEVRON: If to CITY:
CITY of El Segundo
250 Main Street
El Segundo, CA , 90245
Attention: General Manager—El Segundo Attention: City Manager
Refinery
324 West El Segundo Blvd.
El Segundo, CA 90245
Copies to:
(i) Manager of State and Local Tax Counsel
Chevron Corporation
6001 Bollinger Canyon Rd.
San Ramon, CA 94583
(ii) Chevron Downstream Law Dept.
6001 Bollinger Canyon Road, Buidling T
San Ramon, CA 94583
Attn: VP General Counsel
Fax: (925) 842-8595
(iii) Finance Manager—El Segundo Refinery
324 West El Segundo Blvd.
El Segundo, CA 90245
(iv) Public Affairs Department
General Manager—El Segundo Refinery
324 West El Segundo Blvd.
El Segundo, CA 90245
Any such written communications shall be by First-Class, certified mail with return receipt
requested and will be conclusively deemed to have been received by the addressee upon
signature of the communication properly addressed as noted above. In all other instances, notices
will be deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner prescribed
in this paragraph.
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 14
14. NO LIMITATION ON THE CITY'S MUNICIPAL POWERS. Nothing in this
Agreement is intended to, nor can it, act as a limitation on CITY's present or future exercise of
municipal powers in accordance with the California Constitution and applicable law.
15. YEAR 12 NEGOTIATIONS. At time of the commencement of Year 12 of this
Agreement, the Parties hereby agree that during Year 12 of this Agreement and upon receipt of
thirty (30) days' notice from either Party, the Parties agree to enter into negotiations to determine
if the term of this Agreement can be extended. There is no obligation for either Party to agree to
extend the term of the Agreement.
16. NO THIRD PARTY BENEFICIARIES. This Agreement and every provision herein are
generally for the exclusive benefit of CHEVRON and the CITY and not for the benefit of any
other Party.
17. WAIVER. CITY's acceptance of payment from CHEVRON under this Agreement will not
be construed to operate as a waiver of any rights the Parties may have under this Agreement or of
any cause of action arising from their performance. A waiver by either Party of any breach of
any term, covenant, or condition contained in this Agreement is not deemed to be a waiver of
any subsequent breach of the same or any other term, covenant, or condition contained in this
Agreement, whether of the same or different character.
18. ASSIGNMENT. Except as expressly provided by this Section, neither Party may transfer,
assign or hypothecate its rights under or interest in this Agreement without the written consent of
the other, which shall not be unreasonably withheld. Any attempted transfer, assignment, or
hypothecation without such written consent is void and confers no rights upon any third person
and constitutes a default. No transfer, assignment or hypothecation releases a Party from its
obligations under this Agreement. Notwithstanding, CHEVRON may assign, transfer or
hypothecate its rights or interests in this Agreement to any of its Affiliates without the prior
consent of CITY.
19. SUCCESSORS. All the terms, conditions and covenants of this Agreement will inure to the
benefit of and be binding upon the Parties' successors and assigns. The provisions of this
Section will not be deemed as a waiver of any of the conditions against assignment as set forth
herein.
20. INTERPRETATION; GOVERNING LAW; & JURISDICTION/VENUE. This
Agreement was drafted in and shall be governed, construed, interpreted, enforced and the
relations between the Parties determined in accordance with the laws of the State of California,
without regard to its choice of law rules. If the Parties are unsuccessful in their good faith
attempt to otherwise resolve any dispute arising out of this Agreement, except for the dispute the
resolution process set forth in Section 2(C) of this Agreement, the Parties hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of either (a) Los
Angeles County in the State of California, or (b) the federal courts of the Central District of
California, for any actions, suits or proceedings arising out of or relating to this Agreement (and
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 15
the Parties each agree not to commence any action, suit or proceeding relating thereto except in
such courts).
21. COMPLIANCE WITH LAW. CHEVRON and the CITY agree to comply with all federal,
state, and local laws applicable to this Agreement.
22. RULES OF CONSTRUCTION. Each Party hereto and its counsel has had an opportunity
to independently review this Agreement and revise (or request and/or discuss revisions of) this
Agreement. Accordingly, this Agreement will be construed simply, as a whole, and in
accordance with its fair meaning; it will not be interpreted strictly for or against either Party and
the Parties agree that it shall not be presumed that any ambiguities are to be resolved against the
drafting Party in the construction and interpretation of this Agreement or any amendments or
attachments hereto. Headings of Sections and other parts of this Agreement are for quick reference
only and are not to be construed as part of this Agreement.
Unless the context otherwise requires: (i) references to Sections and Attachments are to sections
of and attachments to, this Agreement; (ii) references in the singular shall include the plural and
vice versa; (iii) references to one gender shall include the other genders; (iv) a reference to a
Party includes its successors and permitted assigns; (v) a reference to a document or agreement
includes all its subsequent amendments, any novation and supplemental agreements; and (vi) a
reference to any legislation or law is a reference to that legislation as amended, extended or re-
enacted from time to time.
23. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
24. MODIFICATIONS. This Agreement may be modified only by written amendment that is
signed by authorized representatives of each Party. In the case of the City, any amendment must
be approved by the City Council.
25. COUNTERPARTS. This Agreement may be executed in two or more counterparts and, as
executed, shall constitute one agreement binding on all Parties hereto, even if all of the Parties
are not signatories to the original or the same counterparts. Moreover, electronic, scanned or
facsimile copies of signatures shall be accepted as valid and binding.
26. SURVIVAL. Expiration or earlier termination of this Agreement shall not impair or affect
any liability or obligation of CHEVRON or the CITY that has accrued on or before the date of
expiration or earlier termination of this Agreement. Further, unless otherwise specifically
provided in this Agreement, all provisions of this Agreement which by their nature contemplate
performance after the expiration or earlier termination hereof, including all provisions that
contain obligations of confidentiality, representations, warranties, waiver or release made by any
Party to this Agreement, shall survive such expiration or earlier termination of this Agreement.
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 16
417 • p
•
g
27. EFFECT OF WAIVER OF PERFORMANCE. The waiver of, or failure to require, the
performance of any covenant or obligation contained herein shall not be deemed to constitute a
waiver of a similar later breach.
28. ENTIRE AGREEMENTS; MODIFICATIONS AND AMENDMENTS. This Agreement
constitutes the entire agreement of the Parties hereto with respect to its subject matter and except as
set forth herein supersedes all prior and contemporaneous representations, proposals, discussions,
and communications,whether oral or in writing.
IN WITNESS WHEREOF, the Parties have executed this Agreement, in duplicate,
through their authorized representatives as evidenced by the signatures below.
CITY OF EL SEGUNDO CHEVRON U.S.A. INC.
-
By: By: Yak w
Carl Jacobson K Pri Ins w. 14,E ct
Mayor Title. __ a G-
Date: Aar [ Date:
(AT,� E T: 011uttiz_.Tracy We cr.
CITY Clerk
APPROVED AS TO FORM:
MARK D. LEY, CITY Attorney
By: LL
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 17
b4 / o
s' `!
ATTACHMENT A
(Primary Taxes Included in Determining CHEVRON'S Resolution Payment(s) and an Example
of How Future Resolution Payment(s) are to be Calculated)
(A) IDENTIFICATION OF TAXES. As of the Effective Date of the Agreement and for
purposes of illustration only, Chevron's Total Tax Payments include:
- Property Taxes (City's Share)
- Electricity UUT (Cogen)
- Electricity UUT (Edison)
- Water UUT (Fresh Water)
- Business License Tax
- Sales and Use Taxes
- Franchise Fees
- Gas Users Tax (UUT) (including payments made pursuant to the
1994 Administrative Agreement as amended)
Note: UUT reflects the generic term of"utility users Tax".
(B) CALCULATION PROCEDURE. Based upon the initial Base Year Amount of$11.1
million,the calculation of CHEVRON'S subsequent Resolution Payment(s) shall be as follows:
(i) Step One: The CITY and CHEVRON agree as to the amount of
CHEVRON'S Total Tax Payments (i.e., calculate/determine CHEVRON'S
Total Tax Payments, which is the sum of the Taxes received by the CITY
from CHEVRON).
(ii) Step Two: The Parties agree/determine CPI-U Annual percentage change
in December (e.g., 3%).
(iii) Step Three: Calculate the adjusted Base Year Amount (e.g., $11.1 million
X 3%) + $11.1 million= $11,433,000).
(iv) Step Four: Calculate Resolution Payment [Step Three (e.g., $11,433,000)—
CHEVRON'S Total Tax Payments (i.e., Step 1 number)].1
1 If the Total Tax Payments exceed the Base Payment, then Chevron shall remit the amount of the Total Tax
Payments (subject to Chevron's termination rights set forth in Section 11 of this Agreement) and Chevron shall not
be required to make Resolution Payment.
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 18
ATTACHMENT B •
ORDINANCE NO. 1226
AN ORDINANCE OF THE CITY OF EL SEGUNDO,
CALIFORNIA, AMENDING SECTION 3.24.040 OF TITLE
3 OF THE EL SEGUNDO MUNICIPAL CODE REGARDING
APPLICATION OF GAS USERS TAX
THE CITY COUNCIL OF THE CITY OF EL SEGUNDO, CALIFORNIA DOES
HEREBY ORDAIN AS FOLLOWS:
SECTION 1. Subsection (d) is hereby added to Section 3.24.040
of Chapter 3.24 of Title 3 of the El Segundo Municipal Code to read
as follows:
"(d) The tax imposed by this section is not intended to apply
to gas not purchased from third party vendors and gas used for non-
utility purposes.
(1) For the purposes of this subsection (d) , the phrase
"gas not purchased from third party vendors" shall mean gas which
is produced and owned by the same legal entity where ownership is
not the result of a sale or purchase transaction.
(2) For the purposes of this subsection (d), the phrase
"gas used for non-utility purposes" shall mean gas which is a
component part of a manufactured product produced by an entity
which is subject to the utility users tax."
SECTION 2. Severability. If any section, subsection,
subdivision, paragraph, sentence, clause, or phrase of this
ordinance is for any reason held to be invalid or unconstitutional
by a decision of any court of competent jurisdiction, such decision
shall not affect the validity of the remaining portions of the
ordinance or any part thereof. The El Segundo City Council hereby
declares that it would have passed each and every section
subsection, subdivision, paragraph, sentence, clause, or phrase,
irrespective of the fact that any one or more sections,
subsections, subdivisions, paragraphs, sentences, clauses, or
phrases be declared invalid or unconstitutional.
SECTION 3. This ordinance shall become effective immediately
upon adoption.
SECTION 4. The City Clerk shall certify to the passage and
adoption of this ordinance; shall cause the same to be entered in
the book of original ordinances of said City; shall make a note of
tf,o naesage and adoption thereof in the records of the meeting at
which the same is passed and adopted; and shall within 15 days
after the passage or adoption thereof cause the same to, be
published or posted in accordance with the law.
PASSED, APPROVED, AND ADOPTED on a, r , 1994.
OR OF THE OF EL SEGUNDO
ATT .//7 �'tAt.
CIT C
APPROVED AS TO FORM:
TY ATTORNEY
uxee6T 1
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I,Cindy ivlortese ,City Clerk of the City of El Segundo,California,DO HEREBY
CE CIF that the whole number of members of the City Council of the said City is five;
that the foregoing ordinance,being ORDINANCE NO.1226 is a full,true cowed:origin-3
of ORDIN Nf:" 1O 1=6 of the said City of El Segundo, Califo ria,entitled:
AN ORDINANCE OF THE CRY OF EL SEGUNDO, CALIFORNIA,
AMENDING SECTION 3°24,040 OF TITLE 3 OF TIE EL SEGUNDO
MUNICIPAL CODE REGARDING APPLICATION OF GAS USERS TAX,
which was duly passed and adopted by the said City Council,approved arid signed by
the Mayor or said City, and attested by the City Clerk of said City, all at a regular
meeting of the said Council held on the 2ND DAY OF AUGUST,1994,and the same
was so passed and adopted by the following vote:
AYES: Mayor Jacobson,Mayor ProTem Weston,Councilman
Robbins, Councilman Switz, and Councilwoman
Friedkin.
NOES: None
,ABSENT: None
NOT PARTIC PATIG: None
I do hereby further certify that pursuant to the provisions of Section 36933 of the
Government Code of the State of CeiFfo_rnia,that the foregoing OBD1NANCE NO.1 ,
was posted and/or published in the manner prescribed by law.
M4t.0 . N
ty Clerk of the
City of El Segundo,California
(SEAL)
The foregoing instrument is full, tin, end,
correct copy of the original on tae in this
ATTEST 3 /8+4
L rte'✓t
City Clerks,City IE Segony _ . ..
4417 .
ATTACHMENT C
(Form of Amendment to Administrative Agreement Regarding Gas Tax Collection)
AMENDMENT NO. 1
TO THE
ADMINISTRATIVE AGREEMENT REGARDING GAS TAX COLLECTION
(CONTRACT REFERENCE NUMBER: 2323)
BETWEEN
CHEVRON U.S.A. INC.
AND
THE CITY OF EL SEGUNDO
This Amendment No. 1 ("Amendment") is dated and made effective as of April 23, 2013
("Amendment Effective Date") by and between Chevron U.S.A. Inc., a Pennsylvania corporation
("Company" or "Chevron"), and the City of El Segundo, a municipal corporation (the "City" or the "CITY").
This Amendment constitutes an amendment to the ADMINISTRATIVE AGREEMENT REGARDING GAS
TAX COLLECTION between Chevron and the City, dated and made effective as of February 1, 1994
(referred in this Amendment as the "1994 Administrative Agreement"). Company/Chevron and the City
may sometimes be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Parties entered into the 1994 Administrative Agreement and an agreement
entitled the "Settlement Agreement and Mutual General Release" in or about February 1994 to resolve a
dispute between the Parties as to how the City's gas utility user tax ordinance applied to Chevron; and
WHEREAS, at the time that the Parties entered into the 1994 Administrative Agreement and the
Settlement Agreement and Mutual General Release, the Parties believed that such agreements were fair,
just, reasonable and advantageous to both Parties, and the Parties further believe that these two
agreements are still fair,just, reasonable and advantageous to both Parties; and
WHEREAS, the City decided to exercise its right to audit, and did conduct an audit in 2012,
pursuant to the terms of the 1994 Administrative Agreement. In particular, the CITY audited CHEVRON's
gas use within the CITY as that term is defined and determined under the 1994 Administrative Agreement
(the "Audit"). The City also conducted the audit pursuant to the Settlement Agreement and Mutual
General Release Agreement between the Parties dated February 1, 1994 and CITY Ordinance No. 1226
(which is part of and provides definitions and exceptions regarding the application of the City's Utility
Users Tax with regard to natural gas usage which is taxed in accordance with Section 3-7-5 of the City
Municipal Code). Chevron does not agree on the methodology used by the auditor in the audit for
comparing taxable gas consumption. However, in the Tax Resolution Agreement and this Amendment,
Chevron and the City agree to apply a methodology, as set forth below, to be used in the future. The
Parties agree that Chevron shall make annual gas users tax payments based upon the methodology that
is consistent with what the auditors determined was equitable—that Chevron's taxable gas payments with
respect to gas that is purchased from a third party (non-equity gas) based upon a pro-rata allocation of
such gas to all of Chevron's taxable and non-taxable gas consumption to determine the amount of gas
utilized for taxable gas consumption; and
WHEREAS, as a result of a tax dispute between the City and Chevron, the Parties have entered
into a Tax Resolution Agreement to fully resolve the tax dispute and Chevron's payment of City taxes and
the Parties now desire to amend the 1994 Administrative Agreement to provide clarifications as to how
the City's gas users tax ordinance is applied to Chevron's El Segundo Refinery.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties do hereby agree to amend the 1994 Administrative Agreement as follows:
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 20
.1 4 ._
A. Chevron U.S.A. Inc. The City and Chevron agree that the correct and applicable Party
to the 1994 Administrative Agreement is and always has been "Chevron U.S.A. Inc."
B. Term. Paragraph "2" of the 1994 Administrative Agreement is deleted and replaced with
the following:
2. Term. The Parties agree that the new term of this 1994 Administration
Agreement shall be coterminous with the Tax Resolution Agreement entered into
between the City and Chevron on or about April , 2013. Accordingly, the
Parties agree that the term of this 1994 Administration Agreement shall be extended
up to and including ending on September 30, 2027, or in the event that the Tax
Resolution Agreement is terminated early or extended in accordance with its terms,
then the term of the 1994 Administration Agreement shall be extended or terminated
so that the 1994 Administration Agreement shall terminate or expire on the same
day as the Tax Resolution Agreement.
C. Payment of Tax. Paragraph "4" of the 1994 Administrative Agreement is deleted and
replaced with the following:
4. Payment of Tax. Chevron agrees to make its annual gas users tax payments
based upon the following agreed upon methodology which is consistent with the
1994 Administrative Agreement and El Segundo Municipal Code Section 3-7-5,
including subsection (d) which was added pursuant to Ordinance 1226. In this
regard, the Parties agree that the gas users tax shall only apply to natural gas and
shall not apply to gas that Chevron does not purchase from third parties (e.g.,
Chevron refinery produced process gas, Chevron produced gas or gas that is
produced or owned by an Affiliate (as that term is defined the Tax Resolution
Agreement). The Parties further agree that gas that is used for non-utility purposes
(such as feedstock use for the production of hydrogen) and gas used for electric co-
generation purposes are also not subject to the City's gas users tax. Chevron shall
pay the gas users tax for each year based upon a pro-rata allocation of third party
(also known as non-equity) natural gas to all of Chevron's taxable and non-taxable
gas consumption to determine the amount of gas utilized for taxable gas
consumption in accordance with Section 2(D) of the Parties' Tax Resolution
Agreement, El Segundo Municipal Code Section 3-7-5, including Subsection (d)
thereof which was adopted pursuant to City Ordinance No. 1226.
D. Annual Adjustment. Paragraph "6" of the 1994 Administrative Agreement is deleted
and replaced with the following:
6. Statute of Limitation on Assessments. Chevron 'acknowledges that City will
conduct audits of UUT Gas Tax payments during the term of the 1994 Administrative
Agreement (as extended by this Amendment) and agrees to cooperate with City auditors.
City agrees that in addition to following the other terms of this Agreement a three year
statute of limitations shall strictly apply to additional UUT Gas Tax assessments. The
three year statute of limitations period begins to run the day after Chevron pays its annual
UUT Gas Tax payment to the City.
E. Notification of Change of Notices to Chevron. The Parties agree that with respect to
any notices provided under this Administrative Agreement that need to be provided from the City
to Chevron, the City shall direct such notices in accordance with the 1994 Administrative
Agreement to the following addresses:
(i) To the following personnel at the El Segundo Refinery:
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 21
44 1 ? •
General Manager— El Segundo Refinery
Finance Manager— El Segundo Refinery
Public Affairs Manager— El Segundo Refinery
324 West El Segundo Blvd.
El Segundo, CA 90245
(ii) Attention: Corporate Tax-- Managing Tax Counsel
Chevron U.S.A. Inc. •
6001 Bollinger Canyon Rd.
San Ramon, CA 94583
Attn: Manager, State & Local Tax Counsel
(iii) Attention: Chevron Downstream Law Dept.
Chevron U.S.A. Inc.
6001 Bollinger Canyon Road, Buidling
San Ramon, CA 94583
Attn: VP General Counsel
F. Effect of the Amendment. Except as expressly amended, supplemented and modified
herein, nothing in this Amendment in any way alters or amends the restrictions, rights or
obligations under the 1994 Administrative Agreement that are not expressly amended
herein, and all other provisions in the 1994 Administrative Agreement are hereby ratified,
confirmed and remain in full force and effect. This Amendment shall prevail and control
with respect to any inconsistency between the interpretation of the 1994 Administrative
Agreement, this Amendment and any other addendum or prior amendment.
IN WITNESS WHEREOF,the Parties have executed this Amendment through their authorized
representatives as evidenced by the signatures below.
CITY OF EL SEGUN O CHEVRON U.S.A. INC.
By: By'
Carl Jacobson Pr 7 11,11,W7LL6 , �[
Mayor Titl: =iEL.:;,; ,.. ,,,.,�"
Date: 2 5 A t (`'D Date: 417,&Zr.
TT ST:
Trac Weave,
City Clerk
APPROVED AS TO FORM: MARK D. HENSLEY, City Attor
By: car
Tax Resolution Agreement
City of El Segundo and Chevron U.S.A.Inc. Page 22
ATTACHMENT D
(Identification of Real Property Parcels Currently Owned or Leased by Chevron
in the City of El Segundo)
(attached)
Tax Resolution Agreement
City of El Segundo and Chevron U S.A.Inc. Page 23
4 4 1 7
• v.
ATTACHMENT D
PARCEL TRA OWNER1
4131-013-008 3710 CHEVRON USA INC
4131-013-009 3710 CHEVRON USA INC
4135-001-011 3710 CHEVRON USA INC
4135-001-012 3710 CHEVRON USA INC
4135-001-013 3710 CHEVRON USA
4135-001-014 3710 CHEVRON USA
4135-001-015 3710 CHEVRON USA
4135-001-016 3710 CHEVRON USA
4135-001-017 3710 CHEVRON USA
4135-001-018 3710 CHEVRON USA
4135-001-019 3710 CHEVRON USA
4135-001-020 3710 CHEVRON USA
4135-002-004 3710 CHEVRON USA INC
4135-002-019 3710 CHEVRON USA INC
4136-026-003 3710 CHEVRON USA INC
4136-026-004 3710 CHEVRON USA INC
4136-026-005 3710 CHEVRON USA INC
4136-026-006 3710 CHEVRON USA INC
4136-026-007 3710 CHEVRON USA INC
4136-026-008 3710 CHEVRON USA INC
4136-026-009 3710 CHEVRON USA INC
4136-026-010 3710 CHEVRON USA INC
4136-026-011 3710 CHEVRON USA INC
4136-026-012 3710 CHEVRON USA INC
4136-026-013 3710 CHEVRON USA INC
4136-026-014 3710 CHEVRON USA INC
4136-026-015 3710 CHEVRON USA INC
4136-026-016 3710 CHEVRON USA INC
4136-026-017 3710 CHEVRON USA INC
4136-026-018 3710 CHEVRON USA INC
4136-026-019 3710 CHEVRON USA INC
4136-026-020 3710 CHEVRON USA INC
4136-026-021 3710 CHEVRON USA INC
4136-027-010 3710 CHEVRON USA INC
4136-028-013 3710 CHEVRON USA INC
4136-028-014 3710 CHEVRON USA INC
4136-029-009 3710 CHEVRON USA INC
4136-029-010 3710 CHEVRON USA INC
4136-029-011 3710 CHEVRON USA INC
4136-030-009 3710 CHEVRON USA INC
4136-030-010 3710 CHEVRON USA INC
4136-030-011 3710 CHEVRON USA INC
4136-030-012 3710 CHEVRON USA INC
4136-030-013 3710 CHEVRON USA INC
4136-030-014 3710 CHEVRON USA INC
4138-013-021 9851 CHEVRON USA INC
44 17 .
4138-015-014 9851 CHEVRON USA INC
4138-016-004 3715 CHEVRON USA INC
4138-016-007 3710 CHEVRON USA INC
4138-016-008 3715 CHEVRON USA INC
4138-016-012 3710 CHEVRON USA INC
4138-016-013 3715 CHEVRON USA INC
4138-016-015 3710 CHEVRON USA INC
4138-029-003 3715 CHEVRON USA INC
4139-002-018 3710 CHEVRON USA INC
4139-027-050 3710 CHEVRON USA INC
UNSECURED
4138-007-053 08398 CHEVRON PRODUCTS COMPANY
4138-016-015 03710 CHEVRON PRODUCTS COMPANY
4138-016-015 03710 CHEVRON PRODUCTS COMPANY
4138-016-015 03710 CHEVRON PRODUCTS COMPANY
4138-016-015 03710 CHEVRON PRODUCTS COMPANY
4138-016-015 03710 CHEVRON USA INC
4138-016-015 03710 CH EVRONTEXACO CORPORATION
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09851 CHEVRON U S A INC
4137-002-000 03710 CHEVRON U S A INC
4137-002-000 03710 CHEVRON USA INC
4138-016-015 03710 CHEVRON USA INC
4138-016-015 03710 CHEVRON USA INC