Loading...
CONTRACT 4417 OtherTAX 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 Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 1 ,4 6!9 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. I. 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 4417 . Agreement with Chevron including, but not limited to, achieving certainty in the Tax revenue that it will receive from Chevron over the next fifteen (1 S) 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 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 Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 4 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 3 Vt 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. Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 5 441 4i . 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 3 1 " 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 Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 6 (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 I't 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 Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 8 4417.s-,.:Y 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 Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 9 44 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 final 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 Parry 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 Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 10 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%). Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 11 (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 44 17 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 1 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: Attention: General Manager — El Segundo 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 If to CITY: CITY of El Segundo 250 Main Street El Segundo, CA, 90245 Attention: City Manager 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; & JURISDICTIONNENUE. 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 44 17 • spill 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 By. - Carl Jacotr on Mayor Date: Aeo, t 3 Tracy We/cr. CITY Clerk APPROVED AS TO FORM: MARK D. LEY, CITY Attorney By: Y �. CHEVRON U.S.A. INC. Tax Resolution Agreement . City of El Segundo and Chevron U.S.A. Inc. Page 17 44 1/ C ,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 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 ATTAMM 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 E1 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 the nassacy- and adonti_on thereof in the records of the meetin_v 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 , 1994. OR OF THE/=TT OF EL SEGUNDO ATT !1 J CIT C APPROVED AS TO FORM• 'L-"t CITY ATTORNE L&X.W ni Jownm= STATE OF C--kILIFORT-TIA CO ' flE Ism ANGE F-S ) SS OF EL SEA s DI 1, Cindy mortes-ev, City cle_lkof L= e City o3 EI E-egundq, a:.ahfbmia, ==.R BY C-ElfflIfFY thal, the whole n3��ber of me be_s, Of t_he City Co -anvil oftbe said, City is five, the fo3 rgog ord nce,g �r i, is a full, g c€� 9gL� of ORD-TINANCE --NO. 1226 of the said City of El Segundo, California, entitled: TNONDING SEC-1-TION 3.24.0OF TITLE 3 OF TEM EL SEGUNDO MUNI 'AT :.ODE. REGARDING APPLICATION OF GAS `USERS TAX which was duly passed and adopted by the said City Cour-ccil, approved and signed by the Mayor or said City, and attested by the City Llerk of said City, ail at a reg 3a meeting of the said Co-+�-i� bel_d on the DAY ®E A�7 S�,1 sand one same was so passed and adopted by the foLlowing Grote; ACES; Mayor Jacobsork, Mayor Pro-1 et ; Weston, Couns -man Robbing, dour an SwR7, and Councilwoman Fried -kin. NOES- Nom .ARSENr. None NUI` PAR A ICTA ING- None I do hereby f-a-der certify that pursuant to the provisions of Sect: on 36933 of the Gave-m ent Code of the State of Odi-forrila, that dhe foregoing ORDUSLANCE. NO.1226, was posted and/or published in the manner prescribed by 1-a-.7. YM N City Clerk'of the City of El Segu-ndo, California (SEAL) correct; copy VA, the origiad on la, 3n th,13 Office: _ A I -ST3 CRY Clark, Cagy 61EI Saida 4417. -.2 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 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: 0) To the following personnel at the El Segundo Refinery: Tax Resolution Agreement City of El Segundo and Chevron U.S.A. Inc. Page 21 4417•::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 0 n By: Carl Jacobson Mayor Date: ^� 4 TT ST: Traci Weave , City Clerk CHEVRON U.S.A. INC. APPROVED AS TO FORM: MARK D. HENSLEY, City Attor By: Tax Resolution Agreement City of EI 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 ATTACHMENT D PARCEL TRA OWNERI 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 4417.._ 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 CHEVRONTEXACO CORPORATION CROSS REFERENCE 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