CONTRACT 4364 Leasing AgreementLEASE
THIS LEASE ( "Lease ") is entered into by and between the CITY OF EL SEGUNDO, a
California municipal corporation, hereinafter referred to as "Lessee," and CHEVRON
PRODUCTS COMPANY, a division of CHEVRON U. S. A. INC., a Pennsylvania corporation,
hereinafter referred to as "Lessor," and is made effective as of December 1?.-, 2012 (the
"Effective Date ").
WHEREAS, Lessor is the owner in fee of certain real property located in the City of El
Segundo, County of Los Angeles, State of California, known as the El Segundo Refinery
( "Refinery "), being a portion of APN 4138 -016 -012, located on Vista Del Mar and Grand Avenue
in El Segundo, CA, and consisting of approximately [193.78 acres] of improved and unimproved
land, said property being referred to hereinafter as the "Property ".
WHEREAS, the Lessee desires to lease from Lessor a portion of the Property and connnits
to use the Property for the purpose of constructing, maintaining, and operating a lifeguard tower on
the beach area adjacent to the Refinery.
WHEREAS, Lessee has determined that the public safety and health of the City of El
Segundo will be promoted and enhanced by leasing a portion of the Property for the purpose of
allowing the construction, maintenance, and operation of a lifeguard facility which will serve the
general public in the public ocean and beach areas adjacent to the Refinery, subject to the terms and
conditions of this Lease;
NOW, THEREFORE, for the promotion of public safety and health of the citizens of the
City of El Segundo and in consideration of the faithful performance by Lessor with the terms,
covenants, and conditions hereof, Lessor and Lessee hereby agree as follows:
1. Leased Premises.
1.1 Lease and Description. Lessor hereby leases to Lessee the real property and any
existing improvements thereon (other than any existing equipment located thereon), hereinafter the
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"Leased Premises," in the City of El Segundo, County of Los Angeles, State of California as
described and depicted in Exhibit "A." attached hereto and by this reference made a part hereof,
subject to the terms and conditions contained in this Lease. Lessee represents and warrants that this
Lease is exempt from the Subdivision Map Act in accordance with Section 66426.5 of the
California Government Code.
1.2 Right of Entry; Allowed Activity. In addition to the rights set forth in Section 1.3
below, Lessor reserves the right to enter the Leased Premises as necessary and/or required, in its
sole and absolute discretion, for the installation, operation, maintenance, repair, replacement, and
removal of any and all of Lessor's equipment located on the Leased Premises as of the date hereof
or installed on the Leased Premises in the future. The equipment presently located on the Leased
Premises is set forth in Exhibit `B" attached hereto. Such installation, operation, maintenance,
repair, replacement, and removal of any and all Lessor's equipment shall not unduly interfere with
Lessee's use and enjoyment of the Leased Premises. Lessor agrees to cooperate with Lessee to
minimize any interference caused by such activity. Further, Lessor reserves the right to install,
operate, maintain, repair, replace, and remove additional equipment at new locations on the
Leased Premises for remediation, testing, and monitoring and use in Lessor's operations on the
Leased Premises and the Property.
1.3 Reserved Easements. Lessor reserves to itself and the right to grant to others in the
future, in its sole and absolute discretion, nonexclusive utility easements (including easements for
construction, maintenance, repair, replacement, and reconstruction) over, under, through, across, or
on the Property and the Leased Premises in locations that will not unreasonably interfere with
Lessee's use thereof. Lessee shall not be obligated to maintain or repair easement facilities unless
the need for repair is caused by Lessee's negligence or other wrongful conduct. Any interference
shall be temporary, and all work on the Leased Premises shall proceed expeditiously. Lessee shall
be given reasonable notice before commencement of any work on the Leased Premises. Such work
shall not result in the closure of Lessee's operations on the Leased Premises. In the event the
installation or maintenance of utility lines in such easements causes any damage to the Leased
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Premises, or any portion thereof, including, but not limited to, pavement, curbs, and sidewalks, the
same shall be repaired by Lessor to at least the condition in existence prior to the work referred to in
this paragraph at its expense, if not so repaired by the party installing and/or maintaining the line.
Lessor reserves from the Leased Premises an easement and right of way for the existence and
imposition over, on and upon said parcel of noise, light, vibrations, smoke, air currents, electronic,
or other emissions, discomfort, inconvenience, interference with use and enjoyment, and any
Refinery- related operations at or otherwise associated with the use of the Refinery. Lessee accepts
the Leased Premises subject to the risks and activities hereinabove described.
2. Term.
2.1 Subject to Section 3 below, the initial tern of this Lease shall commence on the
Effective Date and shall continue thereafter for a period of twenty (20) years (the "Initial Term,"
and, together with all valid extensions pursuant to Sections 2.2 and 20 below, the "Term" ).
Lessee shall conduct the Permitted Uses (as defined in Section 6 below) on the Leased Premises
through the Term of the Lease.
2.2 Option to Extend Lease Term. Subject to Section 3 below, Lessee shall have the
right to extend the Initial Term of this Lease for eight (8) periods of ten (10) -years each
(singularly, an "Option," and collectively, the "Options ") upon all the same terms and
conditions set forth in this Lease, provided that Lessee shall provide prior written notice to
Lessor ( "Lessee's Option Notice "), which notice shall be given not sooner than twelve (12)
months nor later than nine (9) months prior to the expiration of the then-current Term of this
Lease. Any attempt by Lessee to provide Lessee's Option Notice to Lessor shall be valid and
binding on Lessor if provided that at the time Lessee gives such notice to Lessor and for the
remainder of the then - current Tenn of this Lease (i) this Lease has not been assigned by Lessee
and Lessee continues to occupy Leased Premises and (ii) Lessee is not in default hereunder. In
the event Lessee fails to provide any Lessee's Option Notice in a prompt and timely manner
under to the terms of this Section 2.2, or if such notice is invalid pursuant to subsections (i) or (ii)
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above, then the Lease shall terminate at the end of the then - current Tenn, and all unexercised
Options shall automatically expire and shall have no further force or effect.
3. Termination Rights.
3.1 Failure to Commence Construction. In the event Lessee has been unable to obtain
all necessary permits and approvals for the construction of Lessee's Structures (as defined in
Section 6 below) at the Leased Premises or, after the receipt of such approvals and permits, has not
commenced construction of Lessee's Structures at the Leased Premises by the second (2 "d)
anniversary of the Effective Date of this Lease, then this Lease shall automatically terminate
without any action, notice or consent on the part of either Lessor or Lessee and shall thereafter have
no force or effect.
3.2 Termination by Lessor for Convenience. Notwithstanding anything to the contrary
set forth elsewhere in this Lease, and without any requirement of a finding of fault or negligence on
Lessee's part, Lessor shall have the right at any time from and after the tenth (10`h) year after the
Effective Date to terminate this Lease by giving Lessee not less than six (6) months' prior written
notice of Lessor's intention to terminate the Lease. In the event Lessor elects to invoke its rights
under this Section 3.2 earlier than the twenty fifth (25`h) anniversary of the Effective Date of the
Lease, Lessor agrees to reimburse Lessee the unaimortized costs of the Structures (as defined in
Section 5 below) which Lessee has caused to be constructed at the Leased Premises.
3.3 Other Termination Provisions. This Lease may also be terminated by (a) Lessor
pursuant to Sections 7(n) and 40 below and (b) Lessee pursuant to Sections 13, 15, and 24 below.
4. Rent. Lessee's liability for rent under this Lease shall commence on the
Effective Date. Lessor and Lessee agree that the fair market rental value of the Leased Premises
as of the Effective Date is approximately Four Thousand Dollars ($4,000) per month; provided,
however, that as a gesture of good will to the City of El Segundo, Lessor hereby agrees to charge
Lessee One Dollar ($1.00) per year for the rental of the Leased Premises during the Term..
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Structures: It is understood by and between Lessor and Lessee that in order for
Lessee to be able to utilize the Leased Premises for the intended purposes Lessee must install
certain affixed improvements, buildings, and structures (collectively, the "Structures ") on and to
the Leased Premises including, but not limited to, a two story brick building, which shall include
a garage to park not more than two (2) vehicles, a storage room and a set of public restrooms. It
is further understood that Lessee shall be responsible for the costs of the Structures and that
Lessor shall pen-nit the Structures to be constructed on and installed on and to the Leased
Premises, provided that Lessor has been given the right to approve the Structures pursuant to
Section 8 below. Prior to the installation of any underground utilities, Lessee shall contact the
"Call Before You Dig Hotline" to confine the presence or absence of any underground lines or
utilities. Construction and placement of the Structures on and within the Leased Premises shall
be done at Lessee's option. Notwithstanding the foregoing, the Structures shall not interfere with
the remediation, monitoring or operational uses of Lessor on the Leased Premises. Lessee shall
not cause any workmen's or materialmen's liens to be placed upon the Leased Premises and
agrees to indemnify and hold Lessor harmless against any such liens including, but not limited to,
the payment of attorneys' fees. Prior to the Effective Date of this Lease Lessor realigned the
fence and gate located near the Leased Premises to the locations shown on Exhibit "A at
Lessor's sole expense;, any damage that is caused by Lessee or its agents to existing or future
fencing and gates erected by Lessor on or near the Leased Premises shall be the sole liability of
Lessee.
6. Use of Leased Premises.
(a) Lessor acknowledges that all Structures and the Improvements (as
defined below) shall remain the property of Lessee during the teen of this Lease. Upon expiration
or termination of this Lease, Lessee shall have the right to remove any and all improvements,
fixtures, and equipment that are not Structures (collectively, the "Improvements ") owned or placed
by Lessee in, under, or upon the Leased Premises, or acquired by Lessee whether before or during
the Term hereof, from the Leased Premises; provided, however that all Structures shall
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automatically become the property of Lessor upon such expiration or termination without any
further action, notice, or consent on the part of either Lessor or Lessee. Lessee shall have the right
during the Term to use the Leased Premises for operating and maintaining a lifeguard station and
related uses, for the parking of individuals working at the lifeguard station and related purposes,
and for the provision of public restrooims (collectively, the "Uses "). Subject to Section 8 below,
Lessee shall further have the right during its occupancy to rearrange or remodel any Structures or
Improvements; to construct and maintain on the Leased Premises the Structures and Improvements
as Lessee may desire, and to remove the same or any part thereof at will; and to cut curbs, construct
roadways and use sidewalks for vehicles to pass to and from the Leased Premises (together with
Uses, the "Permitted Uses ").
(b) Lessee may not conduct any activities, tests, or borings on the Leased
Premises other than those required in connection with the Pennitted Uses. In the event that Lessee
has to conduct any subsurface activities, Lessee shall not do any environmental testing without the
prior written consent and participation of Lessor, which may be exercised in Lessor's sole and
absolute discretion. Lessee may conduct any geotechnical work it believes is reasonably necessary
to design the plans for construction of the Structures and for the installation of any underground
utilities.
(c) Lessee shall pay for and obtain all necessary permits and approvals from any
agency having jurisdiction over applicable activities necessary to conduct the Permitted Uses on the
Leased Premises. In addition, Lessee shall be liable for all fees, taxes, amounts, and sanctions that
result from Lessee not securing all necessary permits and approvals to conduct the Permitted Uses
on the Leased Premises and shall be liable for and pay all fees, taxes, and amounts associated with
the Permitted Uses. In obtaining any such permits or approvals, Lessee shall not create any
additional burden or cost to Lessor, including, but not limited to, the reduction of Lessor's rights,
existing as of the date hereof or in the future, regarding air emissions from Lessor's operations
adjacent to and in the vicinity of the Leased Premises.
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7. Properly Uses.
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(a) This Lease grants the Lessee the right to use the surface of the Leased
Premises during the Tenn for the Permitted Uses.
(b) Lessee agrees to exercise reasonable care in the performance of the
Permitted Uses. Lessee further agrees to require its contractors and subcontractors to exercise
such reasonable care. Lessee agrees that at all times the Leased Premises are to be kept free from
accumulation of all waste and debris from the Permitted Uses and that the Leased Premises shall
be maintained in an attractive and sanitary condition. Lessee shall not allow, commit, or cause to
be committed any activities which result in any destruction, misuse, waste, alteration, or neglect
of the Leased Premises.
(c) Lessee agrees to assure that Lessee's activities in performing the Permitted
Uses will comply with Lessor's rules, regulations, directions, and policies to the extent known to
Lessee and as such rules, regulations, directions, and policies may be promulgated, amended,
replaced, or supplemented from time to time by written notice thereof from Lessor to Lessee,
including any new rules, regulations, directions, and policies provided to Lessee after the date
hereof. In addition, Lessee shall, at its sole cost and expense, comply with all provisions of law,
including, without limitation, all requirements of all governmental authorities, including
municipal legislative enactments, statutes, bylaws, and other regulations now or hereafter in force
which relate to Lessee's use of the Leased Premises and/or Permitted Uses. Lessor agrees that
any rules, regulations, directions, and policies provided to Lessee pursuant to this Section shall
not impair the Permitted Uses of the Leased Premises as provided for in this Lease.
(d) Lessee shall neither erect nor display on the Leased Premises any
advertising or other signs not approved in advance in writing by Lessor, with such approval not
to be unreasonably withheld or delayed.
(e) To the extent required by Lessor, Lessee shall pay during the Term all
charges, fees, and taxes for water, oil, gas, sewer, and electric current and other utilities that
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4364 .,, If
Lessee consumes on the Leased Premises. In addition, Lessee shall be liable for and shall pay all
property taxes assessed, including any increases in property taxes assessed, with respect the
Leased Premises during the Term or, if property taxes are not assessed directly with respect to
only the Leased Premises, the appropriate share of property taxes assessed with respect to the
Property.
(f) Lessee shall not interfere with any existing utility lines, sewer lines, or
other pipelines, easements, and rights, of whatsoever nature, reasonably known to Lessee that
may be located on, under, in, or about the Leased Premises and that serve the Lessor's property
adjacent to the Leased Premises without the prior written consent of Lessor, which shall not be
unreasonably withheld. Attached hereto as Exhibit "D" is a map showing the location, as of the
Effective Date, of the utility lines, sewer lines, or other pipelines, easements, and rights, of
whatsoever nature, serving the Leased Premises as such are known to Lessor (without any
investigation). Lessee at its own expense may relocate any existing utility lines, sewer lines, or
other pipelines serving the Leased Premises with the prior written consent of Lessor, which will
not be unreasonably withheld or delayed. Such relocation(s) shall not impair, interrupt, or
increase the cost of the use of the existing utility lines, sewer lines, or other pipelines serving
Lessor's property adjacent to or in the vicinity of the Leased Premises.
(g) The Lease is subject to any and all existing easements, rights -of -way,
covenants, reservations, restrictions, rights, conditions, zoning ordinances, and other statutory
and municipal requirements relating thereto.
(h) Lessee shall not voluntarily, by operation of law or otherwise, assign this
Lease or enter into license or concession agreements, sublet all or any part of the Leased
Premises, or otherwise transfer, mortgage, pledge, hypothecate, or encumber all or any part of
Lessee's interest in this Lease or in the Leased Premises or any part thereof, or suffer or permit
the Leased Premises or any part thereof to be used by any third party other than Lessee, its
authorized agents, employees, invitees, and visitors without the prior express written consent of
the Lessor, which may be withheld in Lessor's sole and absolute discretion.
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4364
(i) Except as set forth in Section 23, below, Lessee accepts the use of the
Leased Premises in its present condition "AS IS" and "WITH ALL FAULTS" and "WITHOUT
ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED
ON THE PART OF LESSOR, OR ARISING BY OPERATION OF LAW INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY," and Lessee agrees that its use of the Leased Premises will be at Lessee's sole risk.
Lessor shall not be liable to Lessee for any theft, damage, or destruction to the personal property
of Lessee, its guests, licensees, vendors, contractors, agents, subcontractors, employees, or
invitees.
0) Lessee shall obtain at its sole cost and expense and comply with any and
all permits (local, state, and federal) necessary to construct, operate, maintain, repair, and replace
the Structures and Improvements on the Leased Premises. Agencies issuing such permits may
include, but are not limited to: the Army Corps of Engineers, the California Coastal Commission
and the Southern California Air Quality Management District.
(k) Lessee shall be responsible for the installation of water lines, a sewer
system, electricity, telephone, and all other utilities required to serve the Leased Premises.
(1) Lessee shall control storm water and surface water run -off so as not to
interfere with or cause any violation of Lessor's water discharge permits including, but not
limited to Lessor's NPDES permit. Lessor shall provide a copy of those portions of its NPDES
Permit affecting the Leased Premises to Lessee. Lessee acknowledges and agrees that Lessee
shall be required to contain and treat storm and surface water run -off and will not release such
waters into Lessor's drainage system.
(m) Lessee acknowledges that portions of the Leased Premises are regulated by
the City of El Segundo's Local Coastal Program, as administered by the City of El Segundo,
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within the jurisdiction of the California Coastal Commission. Lessee may be required to obtain a
permit before constructing Structures or Improvements on the Leased Premises. In obtaining
such permit Lessee may not impact the rights of Lessor to conduct its operations on property
adjacent to or in the vicinity of the Leased Premises.
(n) Lessee acknowledges that the Leased Premises are covered by a Cleanup
and Abatement Order ( "CAO ") issued by the Los Angeles Regional Water Quality Control
Board ( "RWQCB "). Lessee agrees at all time to perform its activities on the Leased Premises in
such a manner so as not to violate the CAO. Lessor reserves the right to tenminate this Lease
immediately and with no notice should the RWQCB or any other state or federal agency require
Lessor to perform remediation on the Leased Premises in order that they be used as contemplated
by this Lease. A copy of those portions of the CAO affecting the Leased Premises is attached
hereto marked as Exhibit "E" (the "Disclosure Statement ") and is incorporated herein by this
reference. In addition, Lessor reserves the right to terminate this Lease immediately and with no
notice should Lessor or any state or federal agency determine that a dangerous, unsafe, unhealthy,
or emergency condition exists on, in, or near the Leased Premises that presents a significant risk
to the health or well being of others. In the event Lessor elects to invoke its rights under this
Section 7(n) to terminate this Lease earlier than the twenty fifth (25h) anniversary of the Effective
Date of the Lease, Lessor agrees to reimburse Lessee the unamortized costs of the Structures which
Lessee has caused to be constructed at the Leased Premises.
8. Lessor's Approval of Plans and Specifications. Before commencing
construction of the Structures, or any significant remodel of the Structures after their initial
construction, Lessee shall submit to Lessor the plans and specifications for the Structures (the
"Plans ") for Lessor's approval. All Plans shall be prepared by a duly licensed or registered
California architect or engineer, as the case may be. Lessor shall have thirty (30) business days
after all of the Plans have been received by Lessor or another person designated by Lessor to
approve or disapprove the same or any aspect thereof. Lessor shall not unreasonably withhold or
delay its approval of the Plans. If any item is disapproved, Lessor shall give Lessee written notice
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specifying in reasonable detail the reasons for such disapproval. Lessor's failure to respond within
such thirty-(30) business -day period shall be deemed Lessor's approval. The Plans shall include,
but not be limited to, a safety plan outlining the management of storm water run off (including an
appropriate storm water diversion structure, if appropriate), grading and soil disturbance, and
identification of disposal sites and methods of handling for hazardous waste materials used in the
operation of a lifeguard station on the Leased Premises, in sufficient detail to allow Lessor to
consider the environmental impacts of construction, operation, and maintenance of the lifeguard
station on the Leased Premises. Once Lessor receives the Plans from Lessee, Lessor may elect, at
Lessor's expense, to perform environmental testing in the areas which the Plans indicate there will
be soils disturbance. The results of said testing will be considered in Lessor's decision to either
approve or disapprove the Plans. Any modifications of the Plans or on the Leased Premises after
Lessor's approval will require the further approval of Lessor. Lessor shall not unreasonably
withhold its further approval of such modifications; provided, however, that Lessor shall have the
ability to disapprove any such plans if Lessee does not provide appropriate setbacks or fails to
include certain mitigation measures (such as, without limitation, the installation of vapor barriers)
in the plans for Lessee's Structures. Lessor shall have the right to monitor any construction
activities for compliance with its approvals and may halt construction if any safety or
environmental concerns arise in relation to such construction activities.
9. Maintenance by Lessee. Lessee shall, at Lessee's sole cost and expense, keep
and maintain the Leased Premises in good and presentable condition and repair.
10. Surrender of the Leased Premises. Lessee shall at the end of the Term hereof
surrender to Lessor the Leased Premises, including all Structures, in the same condition as when
received or constructed, but excepting ordinary wear and tear unless such damage is caused by
Lessor or any of its employees, agents, contractors, licensees, or invitees, and also excepting
damage by fire, earthquake, act of God, or the elements. Except as otherwise provided in this
Lease, Lessor has no obligation and has made no promise to alter, improve, repair, decorate, or
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4,
paint the Leased Premises. No representation respecting the condition of the Leased Premises
has been made to Lessee by Lessor, except as specifically herein set forth.
11. No Maintenance by Lessor. Lessor shall have no obligation, in any manner
whatsoever, to repair or maintain the Leased Premises or the Structures or Improvements,
whether structural or nonstructural. Lessor and Lessee hereby waive any and all statutes, laws,
rules, or regulations requiring Lessor to maintain, repair, or replace the Leased Premises. Lessor
shall have no obligation to maintain, repair, or replace any part of the Leased Premises or the
Structures or Improvements, except as to those Structure or Improvements which are damaged or
destroyed as a result of any act by Lessor. The parties acknowledge and agree that Lessee shall
have the sole obligation of maintenance, repair, and replacement of the Leased Premises and the
Improvements and Structures, except as set forth in this Lease.
12. Alterations. Except as otherwise specifically provided in this Lease, Lessee
shall not alter or improve the Leased Premises, or attach any fixtures or equipment thereto,
without Lessor's prior written consent, which may not be unreasonably withheld by Lessor.
Lessee shall, at its sole cost and expense, alter, or improve the Leased Premises to comply with
all applicable governmental laws, rules, or regulations, whether now or hereinafter enacted, and
with the requirements of any insurer carrying fire, extended coverage, liability, or other insurance
covering the Leased Premises. Any Structures or Improvements consented to by Lessor shall be
made by Lessee at Lessee's sole cost and expense. Lessor shall have the right to require that any
such contractor hired by Lessee shall, prior to commencing work in the Leased Premises, provide
Lessor with a performance bond and a labor and materials payment bond in the amount of the
contract price for the work naming Lessor and Lessee (and any other person designated by
Lessor) as co- obligees.
13. Cessation of Use. If it is or becomes unlawful for Lessee to conduct the
Permitted Uses or to erect or maintain any particular structure or equipment essential to the
Permitted Uses of the Leased Premises, or if any part of the Leased Premises or the approaches
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thereto are condemned or changed by public authority, or if any highway or street change is made
by public authority diverting or re- routing traffic away from the Leased Premises, so that in any
such case enumerated above it becomes impossible or impracticable to use the Leased Premises
as they were being used at the time such use is declared unlawful or such condemnation or
change is effected, then Lessee shall have the right at any time thereafter to tenminate this Lease
by giving Lessor at least thirty (30) days notice in writing of such termination. During the Tenn,
Lessor shall not change, divert, or re -route any street or way providing primary access to the
Leased Premises, without the prior written consent of Lessee, which shall not be unreasonably
withheld or delayed.
14. Removal of Improvements. Lessee shall have the right at any time during
Lessee's occupancy of the Leased Premises, and, subject to Section 6 of this Lease, shall, at the
request of Lessor, have the obligation within sixty (60) days of the termination of the Lease, to
remove any and all Improvements. If Lessee fails to remove the Improvements within said sixty
(60) days, then Lessor may remove such items at Lessee's cost. Lessee shall reimburse Lessor for
the cost of such removal (including the cost of repairing any damage to the Leased Premises
caused by removal) within thirty (30) days after receipt of a statement therefore.
15. Condemnation. If the Leased Premises or any part thereof shall be taken for
public purposes by condemnation as a result of any action or proceeding in eminent domain or shall
be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent
domain, the effect of the taking or transfer upon this Lease shall be as follows:
(a) If only a part of the Leased Premises is taken or transferred leaving the
remainder of said Leased Premises in such location or in such form, shape, or reduced size so that,
in the sole opinion of Lessee, it is impractical to conduct the Permitted Uses thereon, together with
all other lawful business purposes to which the Leased Premises have been put at the time of the
partial taking, Lessee may at any time thereafter terminate this Lease by giving Lessor thirty (30)
days' notice in writing of such termination; and
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(b) If the whole of the Leased Premises is taken or transferred, Lessee may at
any time thereafter terminate this Lease by giving Lessor thirty (30) days' notice in writing of such
termination; and
(c) If the Leased Premises are taken or transferred under the circumstances
described in Subsections (a) and (b) above, Lessee shall only be entitled to any award or
compensation from the condemning authority for or attributable to the taking or relocation of the
Structures and Improvements owned by Lessee.
16. Holdover. Should Lessee, with the prior written consent of Lessor, hold over
after the expiration of the Tenn, such tenancy shall be upon all the terns, covenants, and conditions
hereof expect that the term shall be from month -to -month only. It is understood and agreed that
nothing contained in this Lease shall give Lessee any right to occupy the Leased Premises at any
time after expiration of the tern of this Lease or its earlier termination or termination of any
holdover tenancy by any means whatsoever.
17. Assignment. Lessee may not assign this Lease (or any right or obligation therein)
or sublease the Leased Premises, or any part thereof, without the prior written consent of Lessor,
which may be withheld in Lessor's sole and absolute discretion.
18. Notice of Default. No failure to perform or observe any condition or covenant
of this Lease shall entitle Lessor to terminate this Lease unless said failure shall have continued
thirty (30) days after notice in writing of such shall have been given to Lessee.
19. Environmental Remediation by Lessee.
(a) "Motor Fuel Hydrocarbon Contamination" means motor fuels (such as
gasoline and diesel fuel), lubricating oils, and waste oil which are caused to become present on the
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Leased Premises as a result of Lessee's use on the Leased Premises and which violate applicable
federal, state, or local laws as in effect and as enforced during the Term.
(b) "Covered Contamination" means Motor Fuel Hydrocarbon Contamination
or other environmental contamination caused to become present on the Leased Premises as a result
of Lessee's use on the Leased Premises and which violates applicable federal, state, or local laws as
in effect and as enforced during the Tenn.
(c) "Claim" means receipt by Lessor or Lessee of a notice, claim, demand, or
complaint from any third party or from any government agency with jurisdiction for the payment of
damages, costs, or expenses for the presence of or the escape, leakage, spillage, discharge,
emission, or release from the Leased Premises into or onto the Leased Premises, adjacent land, or
any watercourse, body of water, or wetland, of any Covered Contamination as a result of Lessee's
use of the Leased Premises.
(d) If a Claim occurs, the party first receiving notice of the Claim will
immediately notify the other party, and Lessee will proceed after receipt of notice of the Claim to
assess and, if required, to remediate the Covered Contamination in full compliance with all
applicable laws and regulations. If any corrective work is undertaken hereunder, Lessee shall be
deemed to have satisfied its obligations to correct any Covered Contamination if Lessee corrects
such Covered Contamination to the satisfaction of the governmental agency having jurisdiction. If
Lessee, in good faith, believes that the claimed contamination has not in fact originated from
Lessee's use and occupancy of the Leased Premises, Lessee shall have the right to challenge such
Claim in an appropriate forum.
(e) In the event action is taken against either party regarding a Claim, or
commenced by Lessee to challenge a Claim, Lessor shall, at no cost or expense to Lessor, cooperate
with Lessee in the defense thereof.
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20. Lessee's Cleanup and License and Environmental Indemnity. Lessee shall upon
expiration of the Term, or upon earlier termination hereof, at Lessee's sole expense, monitor, and/or
cleanup environmental contamination present on the Leased Premises, adjacent land, or any
watercourse, groundwater, body of water, or wetland as a result of Lessee's use of the Leased
Premises as validly required by any and all appropriate governmental agencies having jurisdiction.
In order for Lessee to perform such remediation, the Term shall be extended until such
environmental contamination is monitored or remediated as validly required by appropriate
governmental agencies having jurisdiction. Notwithstanding the foregoing, Lessor may enter and
make use of the Leased Premises subject to the terns of this Section. In conducting such
remediation, Lessee shall use its best efforts not to unnecessarily interfere with Lessor's use of the
Leased Premises. Lessor shall not, during the term of the license, conduct, or allow to be conducted
activities on the premises that interfere with such remediation. Lessee shall defend, indemnify, and
hold harmless the Lessor, and any lender of Lessor with a lien on Lessor's interest in the Premises,
and their respective affiliates, parent corporations, agents, and employees (collectively "Lessor
Indemnitees ") from any third person or party liabilities, damages, actions, losses, claims, fines,
costs, and expenses of any kind whatsoever (including, without limitation, Lessee's attorneys' fees
in providing such indemnity and related litigation and litigation prevention costs and expenses)
incurred as a result of injury to or death of any person or damage to or destruction of property
arising out of such or related to any environmental contamination or any deposit, spill, discharge, or
other release of environmental contaminants that occurs during the term of this Lease which occurs
as a result of Lessee's use or occupancy of the Leased Premises, or remediation activities
undertaken by Lessee; provided, however, that Lessee shall not be liable for any environmental
contamination claims resulting from Prior Covered Contamination as defined in Section 21(a)
below and/or the sole negligence or willful misconduct of Lessor or Lessor Indemnitees. Lessee's
obligations and liabilities (including, without limitation, the indemnity provided in this Section)
shall survive the expiration of the Term, or the earlier termination of this Lease.
16
21. Environmental Remediation by Lessor.
(a) "Prior Covered Contamination" means those contaminants or other
environmental contamination disclosed in any report or environmental study and/or which was
present in, on, or under the Leased Premises prior to the commencement of the Term of this Lease,
excluding, in all cases, those contaminants or other environmental contamination which was
present as a result of the use of the Leased Premises by the Lessee prior to Lessor's acquisition of
the Leased Premises, and which violates applicable federal, state, or local laws as in effect and as
enforced during the term of this Lease or any extension thereof.
(b) Lessor shall disclose to Lessee any contamination not caused by Lessee but
related to the Leased Premises that Lessor learns of subsequent to Lessee taking possession of the
Leased Premises.
(c) "Prior Claim" means receipt by Lessor or Lessee of a notice, claim,
demand, or complaint from any third party or from any government agency with jurisdiction for the
payment of damages, costs, or expenses for the presence of or the escape, leakage, spillage,
discharge, emission, or release from the Leased Premises into or onto the Leased Premises, adjacent
land, or any watercourse, body of water, or wetland, of any Prior Covered Contamination.
(d) If a Prior Claim occurs, the party first receiving notice of the Prior Claim
will immediately notify the other party, and Lessor will proceed after receipt of notice of the Prior
Claim to assess and, if required, to remediate the Prior Covered Contamination in full compliance
with all applicable laws and regulations. If any corrective work is undertaken hereunder, Lessor
shall be deemed to have satisfied its obligations to correct any Prior Covered Contamination if
Lessor corrects such Prior Covered Contamination to the satisfaction of the governmental agency
having jurisdiction. If Lessor, in good faith, believes that the claimed prior contamination in fact
was not present on, in, or under the Leased Premises prior to the commencement of the Term of this
Lease, Lessor shall have the right to challenge such Prior Claim in an appropriate forum.
17
m � IIIV �ii
(e) In the event action is taken against either party regarding a Prior Claim, or
commenced by Lessor to challenge a Prior Claim, Lessee shall, at no cost or expense to Lessee,
cooperate with Lessor in the defense thereof.
(f) Lessor will bear the cost of removal and/or replacement of any Structures
on the Leased Premises that are required to be removed and/or replaced and as a result of any
Prior Covered Contamination.
22. Lessor's Environmental Indeinnity. Lessor agrees to indemnify, defend, and hold
harmless Lessee, its affiliates, and each officer, director, employee, and agent of Lessee or its
affiliates (the "Lessee's Indemnitees "), from and against any and all damages, losses, claims, and
expenses as defined in Section 21 of this Lease or liability, including but not limited to claims or
liability for injury to or death of any person (including employees of Lessee or the Lessee's
Indemnitees) or damage to or destruction of any property (including property belonging to Lessee or
the Lessee's Indemnitees) (i) arising from occurrences in, on, or about the Leased Premises or any
part thereof, from a Prior Covered Contamination, or (ii) any and all damages, losses, claims, and
expenses arising out of reimediation activities as defined in Section 21 above. The obligations set
forth in this subsection shall survive tennination of this Lease by expiration of the Tern or
otherwise.
23. Environmental Disclosure. Pursuant to California Health and Safety Code
Section 25359.7, Lessor hereby notifies Lessee that industrial activities have occurred on and
near the Leased Premises in the past and that by reason of such prior activities Lessor knows or
has reasonable cause to believe that release of hazardous substances (as defined in California
Health and Safety Code Section 25316), petroleum or petroleum products, pollutants,
contaminants, or waste (hereinafter collectively called "Materials of Environmental Concern ")
have come to be located on, in, about, or beneath said Leased Premises. Lessor further notifies
Lessee that the documents listed on the Disclosure Statement document the environmental
18
3 64
activities which have taken place over the past ten (10) years at the Property, of which the Leased
Premises constitutes a small portion. Such documents have previously been provided by Lessor
to Lessee; if Lessee desires to obtain another copy of one or more of such documents, Lessor
shall provide such copy(ies) provided that Lessee shall bear the cost for reproducing such
report(s). There may be other release of Materials of Environmental Concern on, in, about, or
beneath the Leased Premises of which Lessor may not be aware and which have not been
identified in the Disclosure Statement.
24. Quiet Enjoyment. Lessor warrants that this Lease shall, subject to the terms
herein, entitle Lessee to quiet possession and enjoyment of the Leased Premises. In the event of the
breach of any of said warranty, Lessee, in addition to any other remedies it may have in law or in
equity, may at any time thereafter tenninate this Lease upon thirty (30) days' prior written notice to
the Lessor.
25. Subordination and Non - Disturbance. This Lease may be subordinated to the lien of
any future mortgages, deeds of trust, or security interests, in favor of any bank, insurance company,
or other lender, without Lessee's consent, provided Lessor obtains and delivers to Lessee an
executed Subordination and Non - Disturbance Agreement in favor of Lessee, satisfactory to Lessee,
in Lessee's exercise of reasonable judgment. Such Subordination and Non - Disturbance Agreement
must contain a provision permitting Lessee to remove Lessee's belongings, trade fixtures,
equipment and signs from the Leased Premises.
26. Indemni .
(a) Lessee agrees to indemnify, defend, and hold harmless Lessor and Lessor
Indemnitees from and against any and all damages, losses, claims and expenses, or liability,
including, but not limited to, claims or liability for injury to or death of any person (including
employees of Lessor or the Lessor Indemnitees) or damage to or destruction of any property: (i)
arising from occurrences in, on or about the Leased Premises by reason of any act or omission or
19
any active, passive or concurrent negligence, willful misconduct, or fault of Lessee, or (ii) arising
from the breach or default in the performance of any obligation on Lessee's part to be performed
under the terms of this Lease; and excepting in all cases the extent to which such claims or liability
are caused by the negligence or willful misconduct of any of said Lessor Indemnitees. The
obligations set forth in this subsection shall survive termination of this Lease by expiration of the
Tenn or otherwise.
(b) Lessor agrees to indemnify, defend, and hold harmless Lessee and Lessee
Indemnitees from and against any and all damages, losses, claims and expenses, or liability,
including, but not limited to, claims or liability for injury to or death of any person (including
employees of Lessee or the Lessee Indemnitees) or damage to or destruction of any property
(including property belonging to Lessee or the Lessee Indemnitees) (i) arising from occurrences in,
on, or about the Leased Premises by reason of any act or omission or any active, passive or
concurrent negligence, willful misconduct, or fault of Lessor, or (ii) arising from the breach or
default in the perfonnance of any obligation on Lessor's part to be performed under the terns of
this Lease; and excepting in all cases the extent to which such claims or liability are caused by the
negligence or willful misconduct of any of said Lessee Indemnitees. The obligations set forth in
this subsection shall survive termination of this Lease by expiration of the Term or otherwise.
(c) Lessee and Lessor agree that in the event of the revocation, expiration, cancellation or
termination of this Lease, however effected, the liability and indemnity provisions herein
contained shall remain in full force and effect with respect to any loss, damage, injury, or death
from causes originating prior to such event.
(d) Lessee releases Lessor from any present or future liability whatsoever and covenants
not to sue Lessor for damages or any other relief based directly or indirectly upon noise, light,
vibrations, smoke, air currents, electronic or other emissions occurring as a result of the Refinery, or
refinery- related operations at or otherwise associated with the Refinery, said release and covenant to
include, but not be limited to, claims (known or unknown) for damages for physical or emotional
injuries, discomfort, inconvenience, property damage, death, interference with the use and
20
4 3 6 4 :..
enjoyment of property, nuisance, or inverse condemnation or for injunctive or other extraordinary
or equitable relief. It is further agreed that Lessor shall have no duty to avoid or mitigate such
damages by, without limitation, setting aside or creating buffer lands, rerouting vehicles or
operations, or taking other measures, except to the extent, if any, that such actions are validly
required by governmental authority.
27. Lessee's Insurance. Lessee shall obtain and maintain the following insurance
coverage at all times during the Term:
(a) Contractual liability to cover liability; and
(b) Comprehensive general liability including personal injury and property damage
liability.
The limit of liability for such insurance shall not be less than Two Million Dollars
($2,000,000) to indemnify against the claim of one or more persons. Not more than once every
ten (10) years, Lessor shall have the right in its discretion to increase the limit levels for
insurance required pursuant to the terms of this Lease, upon provision to Lessee of written notice
and a summary of the basis for such adjustment. In the event Lessee does not agree with such
determination, the parties agree to submit this issue to a neutral mediator for resolution of such
matter. If the parties cannot resolve this matter through such mediation process, then either party
may elect to terminate this Lease on not less than ninety days prior written notice to the other
party.
The insurance required under this Section 27 herein shall be on forms and with a
company satisfactory to Lessor, protecting Lessor against any liability to any person or persons,
arising out of or in any way connected with the exercise of any of the permission granted
hereunder. Lessor, its parent corporation and their affiliates shall be named as an additional
insured in such policy or policies and such policies or certificates thereof, endorsed "Premium
Paid," shall be delivered to Lessor prior to the exercise by Lessee of any permission granted
hereunder. Lessee shall obtain the written agreement of the insurers to notify Lessor, in writing,
prior to any cancellation of such policy. It is expressly understood that the fulfillment by Lessee
21
of this obligation under this paragraph is a condition precedent to the exercise by Lessee of any
privileges herein contained.
Without in any way limiting Lessee's liability pursuant to this Lease, Lessee shall obtain
from its contractors and subcontractors the insurance coverages and endorsements set forth
above, excepting that both Lessor and Lessee shall be named additional insureds therein.
In the event that Lessee maintains a self - administered claims program of insurance,
Lessee shall be allowed to self insure in accordance with the requirements of insurance set forth
herein.
Lessor understands and acknowledges that as of the Effective Date Lessee is a public
entity and is a member of the Independent Cities Risk Management Association, pursuant to a
joint powers agreement, and the limit of liability under that agreement is $10,000,000. Lessor
agrees to accept Lessee's status as satisfactory compliance with Lessor's insurance requirements.
In the event Lessee decides to change its insurance status, Lessee agrees to provide Lessor with
thirty (30) days' advance written notice of the effective date of this change in status. Thereafter,
Lessee agrees to provide Lessor with appropriate evidence of insurance coverage(s).
28. Notices. All notices with respect to this Lease shall be in writing. Notices to
Lessor hereunder shall, until further notice by Lessor, be addressed to Lessor as follows:
Chevron U.S.A. Inc.
324 W. El Segundo Blvd.
El Segundo, CA 90245
Attn: Lily Craig, External Affairs Manager
With a copy to: Chevron Business & Real Estate Services
145 South State College Blvd., Suite 400
Brea, CA 92821
Attn: Julie Fitzpatrick
WJ
And with a copy to: Chevron Corporation
6001 Bollinger Canyon Road,
San Ramon, CA 94583
Attn: Mary A. Parish
Notices to Lessee hereunder shall, until further notice by or on behalf of Lessee, be
addressed to Lessee at:
City of El Segundo
City Hall
350 Main Street
El Segundo, California 90245
Attention: Stephanie Katsouleas
With a copy to: City Attorney
Jenkins & Hogin LLP
Manhattan Towers
1230 Rosecrans Avenue, Suite 110
Manhattan Beach, CA
90266
Attention: Karl H. Berger
All notices and other communications required or permitted to be given or delivered
hereunder shall be in writing and shall be delivered personally or be sent by U.S. certified mail,
postage prepaid and return receipt requested, directed to the party intended at the address set forth
below, or at such other address as may be designated by such party by notice given to the other
party in the manner aforesaid, and shall be effective upon receipt. Receipt for personal delivery
shall be the date personally delivered to the receiving party and receipt for certified snail shall be the
date written on the return receipt by the U.S. postal carrier.
30. Construction. This Lease shall be interpreted according to California law and
shall be construed as a whole and in accordance with its fair meaning and without regard to, or
taking into account, any presumption or other rule of law requiring construction against the party
preparing this Lease or any part hereof. Any action brought to enforce any provision of the Lease
or pursuant to this Lease shall be filed in Los Angeles County.
23
Ak
31. Waivers. No waiver of any of the provisions of this Lease shall constitute a
waiver of any other provision, whether or not similar, nor shall any waiver be a continuing
waiver. Except as expressly provided in this Lease, no waiver shall be binding unless executed
in writing by the party making the waiver. Either party may waive any provision of this Lease
intended for its sole benefit; however, unless otherwise provided for herein, such waiver shall in
no way excuse the other party from the performance of any of its other obligations under this
Lease.
32. Force Majeure. In the event that Lessee or Lessor is delayed, directly or
indirectly, from the performance of any act or thing required under the terms hereof by acts of
God, accident, fire, flood, inclement weather, governmental action, restrictions, priorities or
allocations of any kind and all kind, strikes or labor difficulties of any and all kinds, shortages of
or delay in the delivery of material, act of war, riot, and civil commotion, or by any similar or
dissimilar cause beyond the reasonable control of Lessor or Lessee, as the case may be, such
failure shall not be deemed to be a breach of this Lease or a violation of any such covenants, and
the time within which Lessor or Lessee must perform any such act shall be extended by a period
of time equal to the period of delay arising from any said causes.
33. Entire Agreement. This Lease, together with all exhibits referred to herein, which
are incorporated herein and made a part hereof by this reference, constitutes the entire agreement
between the parties pertaining to the subject matter contained in this Lease. No supplement,
modification, or amendment of this Lease shall be binding unless in writing and executed by
Lessor and Lessee.
34. Further Assurances and Documentation. Each party agrees in good faith to take
such further actions and execute such further documents as may be necessary or appropriate to
fully carry out the intent and purpose of this Lease.
24
Off 'o,
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35. Successors and Assigns. To the extent allowed or provided for elsewhere in
this Lease, the provisions of this Lease shall bind and inure to the benefit of Lessee and its
successors and assigns, and shall bind and inure to the benefit of the heirs, administrators,
executors, successors and assigns of Lessor.
36. Memorandum of Lease. Upon execution of this Lease, Lessor and Lessee shall
execute and acknowledge the Memorandum of Lease in the form attached hereto as Exhibit "F" and
made a part hereof and shall cause the Memorandum to be recorded in the official records of the
County in which the Leased Premises are situated, at Lessee's sole cost.
37. Real Estate Brokers. Lessee and the Lessor each represent that it has not had
dealings with any real estate broker, finder, or other similar person, with respect to this Lease in
any manner. Lessee and the Lessor each shall hold harmless the other from all damages resulting
from any claims that may be asserted against the other by any broker, finder, or other similar
person with whom it has or purportedly has dealt.
38. Third Party Rights. Nothing herein is intended to nor shall be construed to
create any rights of any kind whatsoever in third persons or entities not parties to this Lease.
39. Time of the Essence. Time is hereby expressly declared to be of the essence
of this Lease.
40. No Conflicts of Interest. Conflicts of interest relating to this Lease are
strictly prohibited. Except as otherwise expressly provided herein, neither Lessee nor any
director, employee, or agent of Lessee shall give to or receive from any director, employee, or
agent of Lessor any gift, entertainment, or other favor of significant value, or any
commission, fee, or rebate. Likewise, neither Lessee nor any director, employee, or agent of
Lessee shall enter into any business relationship with any director, employee, or agent of
Lessor (or of any affiliate of Lessor), unless such person is acting for and on behalf of Lessor,
25
4364
iu wp�
without prior written notification thereof to Lessor. Lessee shall promptly notify Lessor of
any violation of this subsection, and any consideration received as a result of such violation
shall be paid over or credited to Lessor. Additionally, in the event of any violation of this
Section, including any violation occurring prior to the date of this Lease, resulting directly or
indirectly in Lessor's consent to enter into this Lease, Lessor may, at Lessor's sole option,
terminate this Lease at any time. Any representative(s) authorized by Lessor may audit any
and all records of Lessee for the sole purpose of determining whether there has been
compliance with this Section.
41. Books and Records. Notwithstanding any other provision herein contained,
Lessor shall have access to all books, records and other documents existing that pertain to the
Assets and are reasonably necessary for Lessor's tax and audit purposes. Lessee shall retain
all books, records and other documents existing for six (6) years after the then current -year
that pertain to the Assets. Lessee shall retain the original books, records and documents for as
long as it so desires, or such longer period as may be prescribed by law, and make the same
available for inspection and copying by Lessor at Lessor's expense during normal business
hours, upon reasonable request and upon reasonable notice; provided, however, that during
the first seven years of the Lease such books, records or documents shall not be disposed of
or destroyed by Lessee without first advising Lessor in writing and giving reasonable
opportunity to obtain possession thereof.
42. Data Privacy. Lessor and Lessee agree that it is not anticipated that any
personal data will be processed by Lessee on behalf of Lessor under or as a result of this
Lease, other than as contained within the terms of this Lease. If Lessee begins to process
personal data on behalf of Lessor, then Lessee shall immediately notify Lessor, and the
parties will incorporate appropriate data protection provisions into this Lease.
26
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the Effective
Date.
A� EST;
Tra « Weaver,
City Clerk
27
2/13/13
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO 1
On December 12, 2012, before me, Cathy Domann, Deputy City Clerk, personally
appeared Carl Jacobson, Mayor for the City of El Segundo, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument, and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
entity upon behalf of which the persons acted, executed the instrument.
I certify under the Penalty of Perjury under the laws of the Sate of California that
the foregoing paragraph is true and correct.
Witness my hand and Official Seal.
Cathy Domann, Deputy City Clerk II
4 m. 6 "'
EXHIBIT "1"
TO
MEMORANDUM OF LEASE
Legal Description of Leased Premises
..
EXHIBIT "A"
LEASED PREMISES
The following described property in the City of El Segundo, County of Los Angeles, State
of California:
6 4
EXHIBIT "A"
BEING A PORTION OF LOT 1, TRACT No. 1314, IN THE CITY OF EL SEGUNDO,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BOOK 20 PAGE 161 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY AND A PORTION OF SECTION 14, T3S, RI 4W, SBSM OF THE
SUBDIVISION OF THE SAUSAL REDONDO RANCHO AS SHOWN ON MAP
FILED IN SUPERIOR COURT CASE 11629, OF THE STRIP OF LAND LYING
BETWEEN THE WEST BOUNDARY LINE OF THE SAUSAL REDONDO RANCHO
AND THE HIGH TIDE LINE OF THE PACIFIC OCEAN, IN THE CITY OF EL
SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE EASTERLY
ALONG THE NORTHERLY LINE OF SAID LOT 1 NORTH 89 DEGREES 56 MINUTES
19 SECONDS EAST A DISTANCE OF 74.05 FEET; THENCE SOUTH 22 DEGREES
33 MINUTES 23 SECONDS WEST A DISTANCE OF 48.75 FEET; THENCE
WESTERLY ALONG A LINE PARALLEL TO AND 45.00 FEET SOUTHERLY OF THE
NORTHERLY LINE OF SAID LOT 1 SOUTH 89 DEGREES 56 MINUTES 19
SECONDS WEST A DISTANCE OF 72.46 FEET TO A POINT IN THE EASTERLY
RIGHT -OF -WAY OF THE LAND DESCRIBED IN THAT CERTAIN AGREEMENT
RECORDED AS INSTRUMENT No. 83- 1459267, OFFICIAL RECORDS, SAID
EASTERLY RIGHT -OF -WAY IS PARALLEL WITH AND 7.00 FEET EASTERLY,
MEASURED AT RIGHT ANGLES, OF THE ORDINARY HIGH WATER MARK OF
1935 AS SHOWN ON THE STATE OF CALIFORNIA STATE LANDS COMMISSION
MAP SC- 146877, RECORDED AS F.M. 20286, PAGES 1 AND 2, WITH THE
COUNTY ENGINEER OF LOS ANGELES COUNTY; THENCE NORTHWESTERLY
ALONG THE SAID EASTERLY RIGHT -OF -WAY, NORTH 28 DEGREES 30 MINUTES
40 SECONDS WEST A DISTANCE OF 4.39 FEET; THENCE NORTH 22 DEGREES
45 MINUTES 00 SECONDS WEST A DISTANCE OF 44.60 FEET TO A POINT OF
INTERSECTION WITH THE SAID EASTERLY RIGHT -OF -WAY AND THE WESTERLY
PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 1 ALSO BEING THE
NORTH LINE OF SECTION 14; THENCE EASTERLY ALONG THE NORTH LINE OF
SAID SECTION 14 NORTH 89 DEGREES 56 MINUTES 19 SECONDS EAST A
DISTANCE OF 36.45 FEET TO THE POINT OF BEGINNING.
SAID PARCEL CONTAINS 4,126 SQUARE FEET.
When Recorded Please Return To:
Chevron U. S. A. Inc.
145 S. State College Blvd. Ste 400
Brea, CA 92821
Attn: Julie Fitzpatrick
r
DOCUMENTARY TRANSFER TAX $0 (Memorandum of a Leasehold interest; Consideration & Value is less than
$100. R &T 11911.)
MEMORANDUM OF LEASE
THIS INDENTURE, dated as of December M, 2012, by and between, CHEVRON U. S.
A. INC. a Pennsylvania corporation, hereinafter referred to as "Lessor," and City of El Segundo, a
California municipal corporation, hereinafter referred to as "Lessee ".
WITNESSETH:
That for the term and upon the terms and conditions set forth in that certain written Lease,
hereinafter "Lease," from Lessor to Lessee, bearing even date herewith, all of which terms and
conditions are hereby made a part hereof as fully as if herein specifically set out in full, Lessor has
leased, demised, and let, and does hereby lease, demise, and let, unto Lessee that certain real
property in the City of El Segundo, County of Los Angeles, State of California, more particularly
described in Exhibit "1," attached hereto and made a part hereof.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease
as of the day and year first above written.
Lessee: CITY OF EL SEGUNDO
a California municipal corporation,
BY:�� �..
Its: I""""'
2/13/13
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO
On December 12, 2012, before me, Cathy Domann, Deputy City Clerk, personally
appeared Carl Jacobson, Mayor for the City of El Segundo, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument, and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
entity upon behalf of which the persons acted, executed the instrument.
I certify under the Penalty of Perjury under the laws of the Sate of California that
the foregoing paragraph is true and correct.
Witness my hand and Official Seal.
Cathy Doma , Deputy City Clerk II
w 't' 101 a
State of California
County of Contra Costa
On February µ, 2013 before me, Amie Bogaard, Notary Public, personally appeared
Michael W. Woody, who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature �� a� (Seal)
AMIE 90CAARD
Commission # 1972516
Notary Public - California
Contra Costa County -
My Comm. Ex, Tres A 4� 16
3 6 4 IT
EXHIBIT "B"
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EXHIBIT "E"
DISCLOSURE STATEMENT
Report Date
De ri n
09 -04 -98
Cleanup and Abatement Order Global ID T0603704528 and
SL372482441
02 -15 -00
Liquid Hydrocarbon Recovery Project Annual Report for 1999
02 -15 -01
Liquid Hydrocarbon Recovery Project Annual Report for 2000
02 -15 -02
Liquid Hydrocarbon Recovery Project Annual Report for 2001
02 -15 -03
Liquid Hydrocarbon Recovery Project Annual Report for 2002
02 -15 -04
Liquid Hydrocarbon Recovery Project Annual Report for 2003
02 -15 -05
Liquid Hydrocarbon Recovery Project Annual Report for 2004
02 -15 -06
Liquid Hydrocarbon Recovery Project Annual Report for 2005
02 -15 -07
Liquid Hydrocarbon Recovery Project Annual Report for 2006
02 -15 -08
Liquid Hydrocarbon Recovery Project Annual Report for 2007
02 -15 -09
Liquid Hydrocarbon Recovery Project Annual Report for 2008
02 -15 -10
Liquid Hydrocarbon Recovery Project Annual Report for 2009
02 -15 -11
Liquid Hydrocarbon Recovery Project Annual Report for 2010
02 -15 -12
Liquid Hydrocarbon Recovery Project Annual Report for 2011
Reports and information pertaining to the Site are located on htto:/ /aeotracker.waterboards.ca.aov/
State of California
California Regional Water Quality Control Board
Los Angeles Region
AMENDED CLEANUP AND ABATEMENT ORDER NO. 88 -55
for
CHEVRON U.S.A. INC.
(El Segundo Refinery)
(Hydrocarbon Recovery Project)
(File No. 77-41)
The California Regional Water Quality Control Board, Los Angeles Region finds:
1. Chevron U.S.A. Inc. operates the El Segundo Refinery, a petroleum refining facility
located at 324 West El Segundo Blvd., El Segundo, CA. Chevron, under Cleanup and
Abatement Order 88 -55, issued May 23, 1988, is allowed to extract up to 9,000,000
gallons per day of groundwater from the Old Dune Sand Aquifer and reinject an equal
quantity into the same formation. This Order also specifies discharge, monitoring and
reporting requirements at this facility.
2. Modification of this existing cleanup and abatement program is now required, based
upon Board Order No. 85 -17, adopted February 25, 1985, which required refineries
throughout the Los Angeles Region to perform subsurface investigations. That order
provided that additional orders would be issued, as necessary, to accommodate other
aspects of the clean up. This amended Cleanup & Abatement Order updates the
groundwater clean up being required, as well as specifying new soil cleanup criteria.
This soil criteria will allow construction of clean fuel projects and other facility -wide
improvements to proceed.
3. Chevron's proposed extraction /reinjection system plan is described in a document
titled, "Liquid Hydrocarbon Recovery/Groundwater Reinjection," dated June 4, 1987,
and amended September 3, 1987. This document was prepared in response to the
BoardOrdered Chevron Refinery subsurface investigation. This project is also
described in Section V of the document "Comprehensive Workplan for the Liquid
Hydrocarbon Recovery/Groundwater Reinjection Project" initially submitted July 1988,
and revised January 1991.
Initial investigations revealed up to 20 feet of liquid hydrocarbon (LHC) present on top
of the shallow groundwater. Due to the presence of a capillary fringe in the geological
formation, the vertical extent of hydrocarbon thickness seen in a monitoring well may
not represent the true thickness in a formation. Extraction over the past 15 years and
recent measurements (August'94) have shown the apparent hydrocarbon thickness to
average approximately 7 feet. These hydrocarbons can be characterized as gasoline,
jet fuel, or naphtha -like material, and other refinery intermediates. The current volume
of hydrocarbons present on groundwater is estimated to be in the range of 1.3 to 2.5
million barrels ( 55 -105 million gallons).
Revised August 25, 1995
436 ''a
Amended CAO 88- 55File No. 77 -44
4. Chevron currently is extracting 2,000,000 gallons per day of groundwater and
recovering approximately 8,000 gallons per day of LHC. To date approximately
19,800,000 gallons of LHC have been recovered. Chevron is using 64 wells to inject
approximately 800,000 gallons per day of water back into the Old Dune Sand
Aquifer. All LHC recovered is being routed to the refinery's recovered oil system for
reuse. The percent of product recovered to date ranges between 20 to 40% of the
total volume of product beneath the refinery.
& The current LHC recovery system at the Chevron El Segundo Refinery is described
as follows:
Groundwater is pumped from below the hydrocarbon layer. A cone of
depression is formed below the groundwater /LHC interface by a primary pump
within the extraction well, into which hydrocarbons flow. The recovered
hydrocarbons are then pumped from the extraction well by a second pump and
returned to the refinery for reuse.
In addition, to increase the efficiency of the recovery system, water is injected
into the Old Dune Sand Aquifer to create a groundwater mound (an area of high
hydraulic head). This mound acts to push the hydrocarbon layer toward the
recovery extraction well and also functions as a barrier to inhibit any horizontal
hydrocarbon migration.
In summarizing this LHC recovery system, a series of extraction and reinjection
wells have been installed to enhance hydrocarbon recovery and inhibit
hydrocarbon migration. A three - dimensional mathematical groundwater flow
model is being used to optimize the extraction /reinjection system design. The
impact of this LHC system on regional groundwater flow is also being observed
by a comprehensive groundwater monitoring program along the refinery
boundaries.
6. Currently 53 dual pump wells, 14 skimming wells and 64 reinjection wells are
operating as part of the LHC recovery system.
7. Chevron, in its efforts to control hydrocarbon vapor migration, has installed several
vapor extraction wells in the communities of El Segundo and Manhattan Beach, and
at the adjacent Edison Power Plant. A comprehensive vapor sampling, monitoring
and reporting program for these areas is currently in place. Where vapors are found
in significant quantities, they are collected, transported and incinerated at the
refinery.
8, Prior to 1992, Chevron had been partially treating any extracted groundwater,
(mainly for hydrocarbon separation and solids removal) before reinjecting it. On
March 4, 1993, Chevron began injecting fresh water, instead of the treated
groundwater, after its exemption to the Federal Toxicity Characteristic Rule lapsed.
At this time, the United States Environmental Protection Agency (USEPA) has shown
no inclination towards granting Chevron any future variances or exemptions from this
rule.
2
Amended CAO 88 -55
3 6 4
File No. 77 -44
As this Board supports the reuse of water whenever possible, the use of imported
water in the LHC reinjection system is not considered the highest and best use of this
resource.
9. The Los Angeles County Department of Public Works Hydraulic/Water Conservation
Division is injecting fresh water into the Old Dune Sand, Silverado, and Lower San
Pedro Aquifers through the West Coast Basin Barrier Project. Currently, fresh water
from this project is being purchased from the Replenishment District of Southern
California. This barrier is designed to prevent further subsurface migration of seawater
toward the east. A wedge of seawater has been trapped behind this barrier, to the
east.
The quality of water in the Gage and Silverado Aquifers to the west of the barrier has
been degraded by past sea water intrusion. The El Segundo Refinery and all the
proposed extraction and reinjection facilities are located west of the injection barrier.
West Basin Municipal Water District has submitted to the Board a Water Reclamation
Report for the use of tertiary treated reclaimed water from the Hyperion Wastewater
Treatment Plant for reinjection in wells along the West Coast Basin Barrier Project. A
technical report (CH2MHill, 1993), outlining the project and its monitoring program was
also submitted with the application. Waste Discharge Requirements for this project
were adopted by this Board in January 1995.
10. This revised Cleanup and Abatement Order is part of the process for the eventual
environmental cleanup for the entire refinery.
11. This Board adopted a revised Water Quality Control Plan for the Los Angeles River
Basin on June 13, 1994. This Plan contains numeric and narrative water quality
objectives for the Coastal Plain Hydrologic Area, of which the West Coast Basin is a
subarea /subbasin. The conditions and specifications contained in this Order, as they
are met, will be in conformance with the goals of this Water Quality Control Plan.
12. The beneficial uses of groundwater in the Coastal Plain Groundwater Basin/West
Basin are the following: municipal, domestic, and agricultural supply, and industrial
service and process supply. However, the aquifers underlying the Chevron Refinery
have been intruded by sea water and are not currently being beneficially used, nor will
they in the foreseeable future.
13. This action is being taken for the protection of the environment and is exempt from the
provisions of the California Environmental Quality Act (Public Resource Code, Section
21000, et. seq.) in accordance with Section 15321, Chapter 3, Title 14, California
Administrative Code.
The Board has notified the discharger and interested agencies and persons of its intent to
issue this Amended Cleanup and Abatement Order pursuant to Section 13304 of the
California Water Code, and has provided them with an opportunity to submit their written
views and recommendations.
Amended CAO 88 -55
4364 JRj#
File No. 77 -44
The Board in a public meeting heard and considered all comments pertaining to the tentative
order.
IT IS HEREBY ORDERED, that Chevron U.S.A. Inc. shall cleanup and abate the subject
condition of pollution or nuisance forthwith by complying with the following:
A. Reinjection:
1. The reinjection of water (which includes groundwater or other such waters) shall
be limited to shallow recovery wells screened in the Old Dune Sand Aquifer.
Such water may be reinjected in quantities up to the volume of water pumped
from extraction wells, but not to exceed 9,000 }000 gallons per day.
2. Groundwater and hydrocarbon withdrawal, and reinjection of water, shall be
controlled so as to not adversely affect in any way the West Coast Barrier
Project.
3. The Board shall be notified in the event any free product hydrocarbons are
detected in any monitoring well or gauging well which previously (within the last
two years) had not contained floating hydrocarbons in accordance with the
procedures given in Provision C -5.
4. Any treatment/separation process shall not, introduce additional pollutants into
the underlying waters. Also, any chemical additives used in the LHC Well
Operation and Maintenance program shall not adversely affect the underlying
waters.
5. There shall be no odors perceivable beyond the boundaries of the facility, or
unsightliness resulting from used practices in the recovery of hydrocarbons and
reinjection of groundwater at this site, or that create a nuisance as defined in
Section 13050(m) of the California Water Code.
6. The discharge of any polluted groundwater from this cleanup to any water
course, drainage ditch, or any other offsite tributary to surface waters except as
permitted by, a National Pollutant Discharge Elimination System (NPDES) issued
in accordance with the Federal Clean Water Act and the California Water Code is
prohibited at all times.
7. The discharge of any extracted free liquid hydrocarbons to any water course,
drainage ditch, or any other tributary to surface waters is prohibited at all times.
8. All wastes not disposed of in accordance with the foregoing specifications shall
be retained in impervious containers and, if transported off site, the final
discharge shall be to a legal disposal site in accordance with Division 7 of the
California Water Code.
4,
Amended CAO 88 -55 File No. 77 -44
9. Conduct the activities specified according to the schedule of work shown in
Attachment A, or revised time schedules approved by the Executive Officer.
B. Soil Criteria:
1, The following soil levels shall apply to hydrocarbon- impacted soil reused at
this facility:
BTEX + FA
C4 -C 12
C13-C22
C23+
Lead
100 X MCL
1000
10000
15000
200
FA = Fuel additives: ethylene dibromide, etc., including other components (i.e. PAH3) of petroleum products
which have MCLs.
MCLs: 5 =0.001 (ppm), T -0.1 (ppm), E =0.68 (ppm), X =1.75 (ppm), ED5 -0.02 (ppb), PAHzO.2 (Ppb)
C4 -C12 =
Light end /Gasoline type carbon chain range numbers
C13 -C22 =
Medium end /Diesel type carbon chain range numbers
C23+ —
Heavy end /Crude oil type carbon chain range numbers
" Lead levels in soil were established based upon a Health Risk Assessment. These levels may not exceed
the Soluble Threshold Limit Concentration (STLC) as determined by the Waste Extraction Test (WET).
All soil levels are measured in mglkg or ppm.
For TPH, the total allowable for each range is not to be exceeded, and the overall total is not to exceed the given
value for the heavier TPH (C23 +).
The TPH soil levels listed above are considered interim, and do not constitute any final clean up standard in the
event of a change in site land use.
2. Chevron may reuse soil on -site where laboratory analyses indicate that
soil consists of heavy chain hydrocarbons of C23+ or greater, and that
this soil does not exceed 15,000 parts per million (or mg /kg) TPH, and
meets all other criteria in Item 3 above. Analyses shall be by EPA
Method 8015 Modified, at a frequency of one analysis each 2,000 cubic
yards, prior to reuse on -site.
3. The excavation, handling and reuse of this soil must conform with all
existing state and local health and safety codes, and air permit
requirements. This soil must originate from existing refinery property
soil and be reused within the refinery boundaries.
�1
Amended CAO 88 -55
C. Provisions
3 6 4 j
File No. 77-44
1. A copy of this Order shall be maintained where it will be available at all times to
operating personnel.
2. In accordance with Section 13260 of the California Water Code, the discharger
shall file a report of material change if the character or volume of the discharge
from what is described in this Order is materially modified. A Report of Waste
Discharge is not required if additional reinjection or extraction wells are added
to, or removed from, the hydrocarbon recovery, but the Board shall be notified
in accordance with procedures in the Monitoring and Reporting Program.
3. In accordance with Section 13267 of the California Water Code, the discharger
shall furnish, under penalty of perjury, technical monitoring reports. Failure or
refusal to furnish these reports, or falsifying any information provided therein
makes the discharger guilty of a misdemeanor and subject to the penalties
stated in Section 13268 of the California Water Code. Monitoring reports shall
be submitted in accordance with specifications contained in a Monitoring and
Reporting Program prepared by the Executive Officer. This Program is subject
to periodic revisions as warranted.
4. In the event of any change in name, ownership, or control of these waste
disposal facilities, the discharger shall notify the succeeding owner or operator
of the existence of this Order by letter, a copy of which shall be forwarded to
the Board.
5. The discharger shall notify this Board as soon as possible, but no later than 72
hours after the incident, by telephone of any adverse condition(s) resulting from
this discharge or from operations producing this discharge which could affect
water quality, result in noncompliance with this Order, or seriously damage any
operation or equipment. Such notifications are to be confirmed in writing within
two week from the date of such an incident including the information required
below (as applicable) in Provision C -6.
6. The Regional Board shall be notified of any incident resulting from site
operations that may endanger health or the environment by telephone within 24
hours and in writing seven days. The written notification shall fully describe the -
incident including what occurred, when it occurred, the duration of the incident,
when correction occurred (or when correction will occur if it is a continuing
incident), and the steps taken or planned to reduce, eliminate, and /or prevent
recurrence.
7. The discharger shall comply with notification procedures contained in Section
13271 of the California Water Code in regard to the discharge of hazardous
substances.
C�
Amended CAO 88 -55
,` 6 4 ,
File No. 77-44
8. Any abandoned water wells under the control of the site owner or operator and
situated within the influence of the site must be located and properly modified
or sealed to prevent mixing of any water between adjacent waterbearing zones.
A notice of intent to decommission a water well must be filed with the
appropriate regulatory agencies prior to decommissioning. Procedures used to
decommission these wells, or to modify wells still in use, must conform to the
specifications of the local health department or other applicable agencies.
9. The effectiveness of all monitoring wells, monitoring devices, and reinjection
and groundwater collection and treatment systems shall be maintained to meet
the objectives of this Order. If any of these wells, monitoring devices, or other
equipment necessary to the operation is damaged, destroyed or abandoned for
any reason, the discharger shall provide substitute wells or equipment to meet
the monitoring requirements and purposes of this Order.
10. All State, County, and City sanitary health codes, rules, regulations, and
ordinances pertinent to this clean up and reinjection program shall be complied
with in the operation and maintenance of these facilities.
11. This Order does not exempt the operator of, this facility from compliance with
any other law which may be applicable. This Order is not a permit; they do not
legalize this facility, and they leave unaffected any further restraints on the
operations at this site which may be contained in other statutes.
12. The conditions prescribed herein do not authorize the commission of any act
causing injury to the property of another, nor protect the operator from his
liabilities under federal, state, or local laws.
13. The operator must comply with all of the terms, requirements and conditions of
this Cleanup and Abatement Order. Any violation of this Order constitutes a
violation of the California Water Code, and is grounds for further enforcement
action, Order termination, Order revocation and reissuance, denial of an
application for reissuance, or any combination thereof.
14. After notice and opportunity for a hearing, this Order may be terminated or
modified for cause, including, but not limited to:
a. Violation of any term or condition contained in this
Order,
b. Obtaining this Order by misrepresentation, or failure to disclose all
relevant facts; and /or
C. A change in any condition that requires either a temporary or permanent
reduction or reduction or elimination of the authorized operation.
7
Amended CAO 88 -55
4 3 hoax
File No. 77-44
15. The filing of a request by the operator for a modification, revocation and
reissuance, or termination, or a notification of planned changes or anticipated
noncompliance, does not stay any condition, provision, or requirement of this
Order.
16. This Order does not convey any property rights of any sort, or any exclusive
privilege.
17. The operator shall furnish, within a reasonable time, any information the
Regional Board may request to determine whether cause exists for modifying,
revoking and reissuing, or terminating this Order. The operator shall also
furnish to the Regional Board, upon request, copies of records required to be
kept by this Order.
I, Robert P. Ghirelli, Executive Officer, do hereby certify that the foregoing is a full, true and
correct copy of an Order adopted by the California Regional Water Quality Control Board, Los
Angeles Region on August 29, 1995.
0 R& Y— D( /94 A 4 a
ROBERT P. GHIRELLI, D.Env.
Executive Officer
8
Amended CAO 88 -55
ATTACHMENT A - SCHEDULE OF COMPLIANCE
4
File No. 77 -44
The LHC project will be developed in phases. The following schedule shall be followed to accelerate
the recovery of liquid hydrocarbon beneath the refinery:
A. Additional dual pump and /or skimmer wells shall be installed and incorporated into the overall
recovery system. The goal will be to enhance the effectiveness of the remediation and
expedite the eventual overall clean up. The following are anticipated areas scheduled for
expansion /modification to the existing project.
El Segundo Area
Five monitoring wells are being pilot tested to determine their suitability for conversion to
skimmer and/or dual pump wells. This effort is being initiated to effectively contain and pull
back the LHC plume that migrated off -site north of the refinery property. A report detailing the
activities of this effort will be submitted in November 1995. A feasibility study outlining options
for hydrocarbon recovery and plume mitigation in this area shall be submitted April 1, 1996.
Following approval of the study, a recovery system shall be operational by December 31,
1996.
Phase 6B Conversion (North Central Conversion)
Eleven skimming wells converted to dual pump recovery wells. Operational by October 1,
1995.
Phase 7 (Isomax Area)
Five skimming wells converted to dual pump recovery wells. Five new dual pump wells will be
installed with the Design Phase completed in 1995, installed in 1996, and operational by April
1, 1997.
San Joaquin Heavy Crude Area
By July 1, 1996, Chevron shall submit a technical report detailing possible remedial actions for
the removal of the heavy end product in this area.
As the project proceeds in subsequent phases, additional wells will be installed, and the
conversion of skimmer wells to dual pump will continue. The completion of Phase 7 will
complete this process. Furthermore, the project will be continually monitored for its
effectiveness, with revisions /enhancement made to the project as necessary.
B, Chevron shall plan for and construct a treatment system to filter and treat current and future
quantities of extracted groundwater. A workplan for its design, filtering capabilities, and
potential to handle future quantities of extracted groundwater will be submitted by January 1,
1996. In addition, Chevron will submit by this date a report examining the potential use of
reclaimed /recycled water for use in its reinjection activities.
This treatment system, for full treatment of extracted groundwater shall be operating by April 1,
1997.
9
Amended CAO 88 -55
4 a all �
File No. 77 -44
C. By December 31, 1997, Chevron shall submit a report describing future efforts for
undertaking a timely and cost effective approach for maximizing LHC recovery. These
efforts should include plans for expanding the remediation of any off site dissolved
hydrocarbon contamination in soil and groundwater resulting from past, present or
future migration of the LHC plume.
Including the above mentioned items this report will contain the following:
1. An accurate quantity of both total and recoverable LHC beneath the refinery.
2. The vertical and horizontal extent of both LHC and all dissolved constituents
beneath the refinery, and any off -site migration.
3. The quality of the deeper underlying aquifers, and sources of any degradation
to them.
4. The extent of soil contamination at the refinery.
5. The long -term effects of the project to the surrounding communities and nearby
Santa Monica Bay.
6. A future schedule for the removal of all recoverable LHC product from the
subsurface.
7. A section that examines the potential of new and innovative soil and
groundwater cleanup technology for use with this project and other cleanup
projects at the refinery.
D. Chevron shall solicit and explore the possibility of reinstating its exclusion under the
Toxicity Characteristic (TC) Rule 40 CFR Part 261 from the United States
Environmental Protection Agency (U.S.EPA) for the reinjection of extracted
groundwater. This Regional Board will assist, whenever possible, in establishing
contacts and providing correspondence in support of this exclusion. A report detailing
Chevron's effort on this matter shall be submitted by April 1, 1997.
10
I
CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD
LOS ANGELES REGION
MONITORING AND REPORTING PROGRAM NO. 6371
FOR
CHEVRON U.S.A. INC.
(EL SEGUNDO REFINERY)
(Hydrocarbon Recovery Project)
(File No. 77 -41)
I. Reporting
1. The discharger shall implement this Monitoring and Reporting Program thirty days after
adoption of this Order. Monitoring reports shall be submitted to the Board annually. One
Annual report will be submitted every February 15th. This report will be a summary of the
project activities of the year.
2. The discharger shall submit groundwater monitoring data and water level data in hard copy
form and also on computer diskette (high density, 3.5 inch, 1.2 megabyte). The monitoring
data submitted on diskette shall be in ASCII format and presented in a cumulative, updated
form with each submittal. Monitoring data submitted in hard copy form shall be discrete and
noncumulative.
3. Each monitoring report must affirm in writing that all analyses were conducted at a laboratory
certified for such analyses. in accordance with Section 13176 of the California Water Code and
in accordance with current EPA guideline procedures, 40 CFR Part 261, or as specified in this
Monitoring and Reporting Program.
4. For any analyses performed for which no procedures are specified in the EPA guidelines or in
this Monitoring and Reporting Program, the constituent or parameter analyzed and the method
or procedure used must be specified in the report.
5. The discharger may submit additional data to the Board not required by this Monitoring and
Reporting Program in order to simplify reporting to other regulatory agencies.
6. By February 15th of each year, Chevron U.S.A. Inc. shall submit an annual report to the Board.
The report shall include the following:
a. A summary of injection information for the previous year in tabular and graphical form.
b. The volume of liquid hydrocarbon recovered the previous year in tabular and graphical
form.
C. A discussion of the groundwater monitoring results and impacts in regard to the
increase or decrease of groundwater contaminants in each aquifer.
T -1
Amended CAO 88 -55 File No. 77 -44
d. A discussion of the status of the liquid hydrocarbon recovery program and any proposed
changes, enhancements or problems.
e. A recapitulation of the injection and withdrawal wells out of service during the year.
f. An updated map of the refinery and surrounding area identifying all injection and
withdrawal locations, and all monitoring and gauging locations.
g. Contour maps of the piezometric surface.
h. Contour maps of the apparent LHC product thickness.
i. Graphical representation of historic and recent
contaminant trends from key wells.
7. By August 15th of each year, Chevron U.S.A. Inc. shall submit a technical memorandum
detailing the analytical results from the five wells that are being sampled on a semiannual basis.
This will include a narrative discussion and graphical representation of historic and recent
contaminant trends from these wells. This memorandum will also include a discussion section
describing any impacts due to an increase or decrease of groundwater contaminants in each
aquifer.
8. Where the units for a parameter are listed as ug /L (ppb), suitable analytical techniques shall be
used to achieve this precision. All minimum limits of detection shall be below the current Drinking
Water Action Levels recommended by the Department of Health Services, Sanitary Engineering
Branch, or the minimum limit of detection speed in EPA Methods, or Appendix A, 40 CFR 136, if
the Action Level is not achievable.
9. Analytical data reported as 'less than" shall be reported as less than a numeric value or below
the limit of detection for that particular analytical method (also the limit of detection shall be
noted).
10. All analytical samples obtained for this Monitoring and Reporting Program shall be grab samples.
11. If the discharger performs analyses for any parameter more frequently than required by this
Program using approved analytical methods, the results of those analyses shall be included in
the monitoring report.
12. Chevron U.S.A. Inc. shall retain records of all monitoring information, including all calibration and
maintenance records regarding monitoring instrumentation for a period of at least five years. This
period may be extended by request of the Executive Officer at any time and shall be extended
during the course of any unresolved litigation regarding all or any part of the site.
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Amended CAO 88 -55 -
1
File No. 77 -44
11 Copies of all monitoring reports and data required by this Monitoring and Reporting Program
shall be submitted to any regulatory agency which has the need for them and has made a written
request for them from Chevron. In the event this requirement becomes excessively onerous,
Chevron may request relief from the Executive Officer
14. Injection/Withdrawal Reporting - Each annual report shall contain the following information:
a. A map of the refinery and surrounding area identifying all injection and withdrawal
locations, and the location of the treatment and pumping facilities.
b. A list of all injection and withdrawal wells in service.
C. The total volume of groundwater in gallons extracted and injected each month of the
reporting period. If more liquids are extracted than injected, the disposition of the
additional liquid extracted shall be explained. If more water is injected than extracted, the
source(s) of the additional water shall be identified. If there is no extraction or
reinjection, the report shall so state.
d. The total volume of hydrocarbons extracted and recovered, and the disposition of the
hydrocarbons.
e. The monthly injection and withdrawal volumes should be reported in a graphical manner
and the monthly volumes in a tabular manner.
f. Insofar as possible, volume data shall be measured and recorded for each injection or
withdrawal device.
g. A listing of any injection or withdrawal wells placed in or removed from service during the
reporting period.
h. A progress report regarding any major design or construction underway on the liquid
hydrocarbon recovery and groundwater injection system during the previous monitoring
period plus a timetable for future, similar actions extending through at least the next six
months.
Il. Groundwater Gauging and Monitoring
1. A map showing all monitoring wells and gauging wells in service shall be submitted with each
report.
2. Monitoring well and gauging well data shall be submitted with the corresponding
Injection/Wthdrawal report. All data obtained must be included even if the monitoring is more
frequent than required by this Monitoring and Reporting Program. Analytical results of
groundwater monitoring shall also be submitted with the corresponding report. If a monitoring or
gauging well in service was not sampled (or measured) during the reporting
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Amended CAO 88 -55
4 3 6
File No. 77 -44
period, the reason for the omitted well, a statement to that effect (in lieu of analyses) shall be
submitted.
3. Groundwater monitoring shall continue even during periods when hydrocarbon recovery and
groundwater reinjection is not occurring.
4. Analyses for heavy metals shall be for the total metal and not the dissolved portion only
(unless otherwise stated).
5. A well may be both a gauging well and a monitoring well. However, an injection or recovery
well may not also simultaneously be a monitoring well or gauging well.
6. This Monitoring and Reporting Program shall be modified as necessary as the clean up
proceeds to effectively monitor progress.
7. Presently there are 300 gauging wells and 43 monitoring wells identified for the Monitoring and
Reporting Program. Additional gauging and /or monitoring wells may be requested by the
Executive Officer.
8. New gauging wells and monitoring wells (regarding hydrocarbon recovery /reinjection) placed in
service shall automatically be added to this Monitoring and Reporting Program.
III. Gauping
1, All the gauging wells shall be gauged at least quarterly except as noted below. Gauging means
primarily determining the water surface elevation, but also includes determining liquid
hydrocarbon thickness (if any). Elevations shall be reported to a precision of 0.01
feet and in feet above MLLW. Hydrocarbon thickness shall be measured to a precision of 0.01
feet.
2. Gauging need not be done in unaffected areas:
a. Where the hydrocarbon recovery/reinjection program has not been initiated, or
b. Where the program has been terminated for at least six months and gauging data have
shown no changes.
3, If new areas are gauged more frequently than required (during initial startup, for example)
those data shall also be reported.
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Amended CAO 88 -55
VI. Monitoring
4 01,,E
File No. 77 -44
Routine annual sampling and analyses of groundwater shall consist of the following
parameters. Prior to sampling, the monitoring well shall be gauged. Chevron shall
report the results of its field measurements including parameters not specified below.
Parameters
Units
EPA Method
pH
pH
150.1
Conductance
micromhos /cm
120.1
Phenols
mg /L
420.1
TPH
mg /L
418.1
Benzene
ug /L
8020
Ethylbenzene
ug /L
8020
Toluene
ug /L
8020
Xylene
ug /L
8020
2. Once each year, during the month of October, all groundwater monitoring wells shall
be sampled for the above listed parameters and EPA Methods. All peaks greater than
10 °x6 of the internal standard shall be identified and quantified for gas
chromatography analyses.
3. Once each year in October, liquid hydrocarbons from at least ten separate locations
throughout the refinery shall be sampled and analyzed to determine their type and
character. Insofar as is possible, these locations shall remain the same for each year.
If no liquid hydrocarbon appears in one or more of these 10 locations, a new well(s)
location may be proposed. Upon approval, this change shall be made a part of the
Monitoring and Reporting Program.
4. Due to areas of redundancy in the program, the following monitoring wells are deleted
from future sampling events: MBOW -11, ESOW -3, ROW -160.
5. The following wells shall be sampled semiannually (June of each year): ROW -150A,
ROW -1508, ESOW -2413, ROW -147D, & ROW -180 for BTEX Compounds, Total
Phenols, & TRPH using EPA Methods 602, 420.1 and 418.1 respectively. In addition,
Well ROW180 will be sampled semiannually for the metal arsenic using EPA Method
206.2.
Ordered By:
/&L__
ROBERT P.
w
�- 1004-
GHIREL D.Env. Executive Officer
i'
436 4 i
EXHIBIT "F"
MEMORANDUM OF LEASE
When Recorded Please Return To:
Chevron U. S. A. Inc.
145 S. State College Blvd. Ste 400
Brea, CA 92821
Attn: Julie Fitzpatrick
MEMORANDUM OF LEASE
THIS INDENTURE, dated as of [DATE], by and between, CHEVRON U. S. A. INC. a
Pennsylvania corporation, hereinafter referred to as "Lessor," and City of El Segundo, a California
municipal corporation, hereinafter referred to as "Lessee ".
WITNESSETH:
That for the term and upon the terms and conditions set forth in that certain written Lease,
hereinafter "Lease," from Lessor to Lessee, bearing even date herewith, all of which terms and
conditions are hereby made a part hereof as fully as if herein specifically set out in full, Lessor has
leased, demised, and let, and does hereby lease, demise, and let, unto Lessee that certain real
property in the City of El Segundo, County of Los Angeles, State of California, more particularly
described in Exhibit "1," attached hereto and made a part hereof.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease
as of the day and year first above written.
Lessor: CHEVRON U.S.A. INC.,
a Pennsylvania corporation
Its:
Lessee: CITY OF EL SEGUNDO
a California municipal corporation,
By:
Its:
4, 36 4
LAttach. mmare ri rte .Notar
.vAcknoWled ements.1
S_