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HomeMy WebLinkAboutReso 22-2005RESOLUTION NO. 22-2005 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING A LICENSE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND SHELL CALIFORNIA PIPELINE COMPANY WHEREAS, staffrecommends an agreement between the City of South San Francisco and Shell California Pipeline Company for the maintenance and operation ofa 10" submarine petroleum pipeline across certain submerged lands lying within San Francisco Bay; and WHEREAS, Shell Pipeline has provided a check in the amount of $56,075.68, as the balance of payment for the period of July 1,2000 through June 30, 2005, covering the execution and delivery of the subject license by the City of South San Francisco to Shell Pipeline Company; and WHEREAS, the annual fee due to City by Licensee for maintenance and operation of the Petroleum Pipeline is $23,663. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes a License Agreement with Shell California Pipeline Company for the maintenance and operation ofa 10" submarine petroleum pipeline across certain submerged lands lying within San Francisco Bay, which lands are under the.jurisdiction and control of the City of South San Francisco. The License Agreement is attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 9m day of March 2005 by the following vote: AYES: NOES: Boardmembers Richard A. Garbarino, PedroGonzalez, and Karyl Matsumoto, Vice Chair Joseph A. Fernekes and Chair Raymond L. Green None. ABSTAIN: None. ABSENT: None ATTEST:"///~'~ ~''Clerk ~ '1:~' S:\Current Reso'sX3-9-05shell.agreernent.res.doc EXHIBITA to Reso 22-2005 LICENSE FOR PETROLEUM PIPELINE Between the City of South San Francisco and Shell California Pipeline Company THIS AGREEMENT, made and entered into this __ day of ., 2004, by and between the City of South San Francisco, a municipal corporation, hereinafter referred to as "CITY," and Shell California Pipeline Company LLC, a Delaware limited liability company, hereinafter referred to as "LICENSEE." RECITALS WHEREAS, LICENSEE was the successor to a Petroleum Pipeline Agreement dated May 3, 1969 under which Shell Oil Company was granted a License for the construction, maintenance and operation of a petroleum pipe across certain submerged lands lying within San Francisco Bay, which lands are under the jurisdiction and control of CITY for a term of fifteen (15) years with the option to extend said License in increments often (10) years for three (3) successive increments; and WHEREAS, Shell Oil Company, and its assigns (including LICENSEE), twice exercised the option to extend the 1969 Petroleum Pipeline Agreement for ten (10) years, and thereby extended the Agreement until June 30, 2000; and WHEREAS, the original Petroleum Pipeline Agreement has expired; and WHEREAS, LICENSEE has requested CITY to grant a License for the continued maintenance and operation of a petroleum pipeline across certain submerged lands lying within San Francisco Bay, which lands are under the jurisdiction and control of CITY; and WHEREAS, CITY desires to grant such a License upon and subject to the terms and conditions herein set forth. NOW THEREFORE, in consideration of the mutual promises of the parties hereto, it is agreed as follows: 1. GRANT OF LICENSE Subject to the terms, conditions, reservations, restrictions, and time limitations hereinafter set forth, the right, privilege and License is hereby granted to LICENSEE to operate, control, maintain, protect, repair, replace, renew, alter, change size of and remove or abandon, a single pipeline for the transportation of any petroleum substance or substances movable by said pipeline (except as hereinafter set forth), together with conduits, connections, fittings, appurtenances, valves, manifolding, and such other devices as are necessary and convenient for the operation and maintenance LICENSE FOR PETROLEUM PIPELINE Page 1 of 13 618199-1 of said pipeline through, under, and across the lands under the jurisdiction of CITY, and hereinafter particularly specified. The parcel of land for which this License is granted shall be used for lawful commercial purposes only. This License does not grant the right to use said pipeline for the conveyance of fissionable materials or products or radioactive materials or products 2. PARCEL DESCRIPTION The parcel which is the subject of this Agreement and License is that parcel of tide and submerged lands situated in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: A strip of submerged land 50 feet wide and approximately 29,450 feet in length in San Francisco Bay, City of South San Francisco, San Mateo County, and located within the lands contained in that certain legislative grant to the City of South San Francisco per Chapter 56, Statutes of 1925; the center line of said strip having a bearing of S. 68° 22' 11" W. and intersecting points having California Zone 3 coordinates ofX = 1,504,451.15 and Y = 441,235.41 being the most southerly point of the Metropolitan Oakland International Airport and X = 1, 457,062.76 and Y = 422,444.13 being the most easterly point on that certain pierhead/bulkhead line lying between points 29 and 30 in the relocated San Bruno Canal; as set forth in the U.S. Army Corps of Engineers Drawing 1-4-14 of Harbor Lines San Francisco Bay, California dated December 5, 1936; thence N. 88° 50' 28" W. lying between the previously described course (S. 68° 22' 11" W.) and the San Bruno Canal (Relocated Channel) said center line is also located 150 feet north of and parallel to the projected bulkhead line between said points 29 and 30 on the aforementioned Drawing 1-4-14; thence southwesterly parallel to and 25 feet east of the East line of the San Bruno Canal to the aforementioned bulkhead line; said strip of submerged land contains 33.804 acres more or less. Bearings and distances used in the above description are based on the California Coordinate System, Zone 3. 3. LOCATION OF PIPEL1NE The pipeline shall be operated and maintained within the limits of the parcel hereinbefore described and particularly with respect to depths and distances as set forth in the Department of the Army Permit issued by the United States Army Engineers District, Corps of Engineers, at San Francisco, California, April 29, 1965, attached hereto as Exhibit __ and by this reference incorporated herein and made a part hereof. The approximate location of the pipeline is shown on the plat attached hereto as Exhibit __ and by this reference incorporated herein and made a part hereof. LICENSE FOR PETROLEUM PIPELINE Page 2 of 13 618199-1 4. TERM The term of this Agreement and License shall commence upon the __ day of ,2004, and shall continue thereafter (unless sooner terminated as hereinafter provided) for a period of fifteen (15) years. LICENSEE shall have the right to extend said License in increments of ten (10) years for three (3) successive increments upon giving CITY written notice of intention to elect to so extend sixty (60) days prior to the end of the term then in effect. FEE FOR PERMITTED USE LICENSEE has tendered the following payments: $11,605.25 2000- 2001 payment paid by check # $12,268.66 2001-2002 $12,561.59 2002-2003 $12,880.37 2003-2004 $12,923.45 2004-2005 payment paid by check # payment paid by check # payment paid by check # payment paid by check # 0080005794 0001308276 0001347516 OOO1362613 0001371612 In addition to those sums, LICENSEE shall pay to the City of South San Francisco as consideration for the grant of this License the following sums: A. Initial Payment. Upon execution of this License by LICENSEE, LICENSEE shall pay the followingi: $12,057.75 as the balance of payment for the period of July 1, 2000 to June 30, 2001. $11,394.34 as the balance of payment for the period of July 1, 2001 to June 30, 2002. o $11,101.41 as the balance of payment for the period of July 1, 2002 to June 30, 2003. $10,782.63 as the balance of payment for the period of July 1, 2003 to June 30, 2004. o $10,739.55 as the balance of payment for the period of July 1, 2004 to June 30, 2005. ~ The fee for the first year of use (July 1, 2004 to June 30, 2005) shall be $23,663.00, as determined by the following formula: Unit Value X Acre = Value $10,000/Acre 33,804 $338,040 LICENSE FOR PETROLEUM PIPELINE Page $ of 13 618199-1 Annual Rate X 338,040 = $23,663.00 Annual Rate for 15 years 0.07 At 15 years Thereafter, the annual fee for use shall be calculated according to the following formula: Unit Value X Appraised value/Acre Annual Rate 0.07 X (annual fee) Acre = Value 33,804 (appraised unit value per acre X 33,804) (appraised unit value per acre X 33,804) = The value of the land will be re-appraised every five years, commencing in 2009 and continuing thereafter at five year intervals. For additional extension(s) the annual rate shall be calculated in accordance with the above formula for which the appraised value of the land will be determined prior to commencement of each extension and shall be paid on July 1 of each year during the term of this Agreement or any extensions thereto. 6. TAXES LICENSEE shall pay any and all taxes that may be levied or charged upon LICENSEE's pipeline, conduits, connections, fittings, appurtenances, valves, manifolding and such other devices as are necessary and convenient for the operation and maintenance of said pipeline. LICENSE shall pay all license or permit fees required by law for the conduct of its operations hereunder. 7. RELOCATION OF PIPELINE LICENSEE shall pay for all costs of relocating or providing protection and support for the pipeline, if such relocation or protection and support is ordered by the City Council of CITY. LICENSEE shall within sixty (60) days written notice from the City Council of CITY to relocate, rearrange, and/or protect and support said pipeline commence so to do, and upon failure of LICENSEE to so comply, shall be considered a material breach of the terms of this Agreement. 8. RESERVATIONS A. USE OR DEVELOPMENT OF THE LICENSED AREA CITY reserves the right to fully use the licensed area for all purposes whatsoever, exercising said right consistently with the rights herein granted, except that should LICENSE FOR PETROLEUM PIPELINE Page 4 of 13 618199-1 any such use require relocation, LICENSEE shall relocate, rearrange, protect and support said pipeline as required by CITY to make such use of said area. B. GRANT OF OTHER EASEMENTS, LICENSES, CONVEYANCES AND ENCUMBRANCES CITY reserves the right to grant easements or crossings in, over, upon and under the licensed premises, and nothing herein contained shall be construed as limiting the powers of CITY to lease, convey, or otherwise transfer or encumber the hereinbefore described lands for any purpose whatsoever not inconsistent or incompatible with the rights or privileges granted to LICENSEE by this Agreement. If such use requires relocation of the pipeline, LICENSEE shall relocate, rearrange, protect and support said pipeline as required by CITY to make such use of said area. C. MINERALS AND RESOURCES CITY reserves all natural resources, including but not limited to, minerals, oils, gas and other materials and substances upon the described lands and the right to grant in, over and across said lands, leases, easements and/or rights of way to extract or remove such natural resources, minerals, oil, gas and other materials and substances as provided by the laws and rules and regulations of CITY and/or agencies of the United States of America and State of California, all without compensation to LICENSEE. D. DEEMED TO CONTAIN RESERVATIONS AND CONDITIONS This License shall be subject to and shall be deemed to contain all conditions, reservations and restrictions required to be contained herein or made applicable hereto by the laws and statutes of the United States, the State of California, City of South San Francisco, and any other agency having jurisdiction over said area, and particularly the Statutes of 1925 under which the lands owned by the CITY and described herein were granted to CITY; and LICENSEE's use of the area shall be in a manner consistent with all the terms and conditions of said laws and regulations and the conditions of the trust upon which said lands are held by the City of South San Francisco. E. DEVELOPMENT OF NAVIGABLE WATERS CITY reserves the right to develop and approve the development of navigable waters over said licensed area, and LICENSEE shall relocate, rearrange, support, and protect said pipeline so as to accommodate the proposed development of navigable waters over said area, and should said pipeline be retained within the proposed area of development, then it shall be located not less than 42 feet below mean lower low water. LICENSE FOR PETROLEUM PIPELINE Page 5 of 13 618199-1 9. EXISTING USES LICENSEE shall maintain and operate said petroleum pipeline in a manner which is consistent with the existing uses in said area, and should any of said existing uses or any act of intervention of any other governmental agency prevent LICENSEE from maintaining or operating the petroleum pipeline in said area or restrict same so as to render the use impracticable or uneconomical, CITY shall not be obligated to LICENSEE in any manner whatsoever. 10. OTHER PERMITS AND LICENSES LICENSEE shall obtain any other permits or licenses required for LICENSEE to operate and maintain said pipeline. 11. NO WARRANTIES CITY does not warrant its power to grant the License herein and should the power exercised be revoked by the State of California, any governmental agency with jurisdiction thereof or by action of any court having jurisdiction, then CITY shall not be obligated to LICENSEE in any respect whatsoever, and LICENSEE hereby accepts and assumes this License and all obligations and liabilities thereunder at its own risk and without recourse to the CITY. 12. CITY'S TITLE In accepting this License, LICENSEE acknowledges CITY's interest in and title to said property and agrees never to assail or resist said title or interest. 13. LICENSEE' S PROPERTY The pipeline, conduits, connections, fittings, appurtenances, valves, manifoldings, and all other devices used in the maintenance and operation of said pipeline shall be LICENSEE's property and CITY shall have no right, title or interest thereto. 14. MAINTENANCE LICENSEE shall maintain and operate said pipeline, conduits, connections, fittings, appurtenances, valves, manifoldings and such other devices as are necessary and convenient for the operation and maintenance of said pipeline in a safe and good and workmanlike manner. CITY, its officers, agents, and employees, shall have no obligation to maintain, repair, or protect said pipeline, conduits, connections, fittings, appurtenances, valves, manifolding, and other devices from damage or for damage to persons and property by reason of construction, installation, maintenance and operation of said pipeline, conduit, connections, fittings, appurtenances, valves, manifolding and other devices. LICENSE FOR PETROLEUM PIPELINE Page 6 of 13 618199-1 15. NOTICE OF OPERATIONS Except under emergency conditions, LICENSEE shall give CITY at least 48 hours notice prior to the beginning of any repair or other work on pipeline together with conduits, connections, fittings, appurtenances, valves, manifolding and other devices. Under emergency conditions, LICENSEE shall give the CITY such advance notice as is practical under the circumstances. 16. INSPECTION CITY and any other governmental agency with jurisdiction thereof shall have the right at reasonable times to go upon the licensed premises for the purpose of inspecting the same. 17. INDEMNIFICATION Ao LICENSEE shall indemnify, defend with counsel selected by the CITY, and hold harmless (to the full extent permitted by law) CITY and its City Council, officers, officials, employees, volunteers, and agents from and against any and all claims, liability, loss, injuries, damage, expense, and costs (including without limitation costs and fees of litigation) (collectively "Damages") of every nature arising out of or in connection with LICENSEE's performance under this Agreement, LICENSEE's use of the property as authorized in this Agreement and License or LICENSEES failure to comply with any of its obligations under the Agreement and License, except such loss or damage which was caused by the sole negligence or willful misconduct of the CITY. In addition to the provisions of Paragraph 17A, LICENSEE shall specifically, unconditionally and fully indemnify, reimburse, defend with counsel acceptable to the CITY, protect and hold harmless CITY from and against any and all Damages, including fines, orders, judgments, actions, injunctive or other relief (whether or not based on personal injury, property damage, contamination of, or adverse effects upon, the environment or natural resources), costs, economic or other loss, expenses (including without limitation attorneys' fees and any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement and/or remediation of Hazardous Materials in, on or under the Property), and/or administrative, enforcement or judicial proceedings, whether known or unknown, and which are directly or indirectly, in whole or in part, caused by, arise out of, or relate to the presence, release or discharge or alleged presence, release or discharge of any Hazardous Materials in, on or under the Property or a violation or alleged violation of an Environmental Law. As used herein, "Property" shall mean all portions of the land more particularly described in Paragraphs 2 and 3 of this Agreement and License in or upon which LICENSEE has placed or subsequently places a pipeline, together with conduits, LICENSE FOR PETROLEUM PIPELINE Page 7 of 13 618199-1 connections, fittings, appurtenances, valves, manifolding, and such other devices as are necessary for the operation and maintenance of said pipeline. As used herein, "Hazardous Materials" means any substances, materials or wastes which have or become regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251 ], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the Califomia Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. As used herein, "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous LICENSE FOR PETROLEUM PIPELINE Page 8 of 13 618199-1 substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. The terms of this Paragraph shall survive the expiration or earlier termination of this Agreement and License. 18. INSURANCE LICENSEE, at its sole cost and expense, shall procure and maintain for the duration of the License insurance against claims for injuries to persons or damage to property which may arise from or in connection with the operations hereunder by LICENSEE, its agents, representative, employees, and subcontractors, including use of owned or non-owned automobiles, products, and completed operations. This liability insurance shall include but not be limited to such Commercial General Liability Insurance and Pollution Legal Liability Insurance, issued by an admitted insurer or insurers as defined by the California Insurance Code, or in the alternative, an insurer approved by the CITY, applying to the use and occupancy of the CITY's Property, and any areas adjacent thereto, as shall protect itself, the CITY, its officials, council, boards, commissions, employees and agents. The amounts and conditions of insurance shall not be less than the following: A. GENERAL LIABILITY Minimum scope of the insurance shall be at least as broad as Insurance Services Office form number GL 0002 (ed. 1/73) covering Comprehensive General liability and Insurance Services Office for number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) Minimum limits shall be $5,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall LICENSE FOR PETROLEUM PIPELINE Page 9 of 13 618199-1 apply separately to this Franchise or the general aggregate limit shall be twice the required occurrence limit. B. POLLUTION LIABILITY $5,000,000 each occurrence/$10,000,000 policy aggregate, with a five-year tail on claims made. Co All coverages shall be written on an occurrence basis, shall be primary and non- contributory over any insurance the CITY may elect to provide on its behalf, shall contain cross-liability endorsements or its equivalent and shall be for the mutual and joint benefit and protection of CITY, LICENSEE and any other party designated by CITY as an additional insured. D. Broad form property damage liability must be afforded Eo CITY must be named as an additional insured under all coverages, and the coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. Fo The policy must cover contractual liability. Exclusions of contractual liability as to bodily injuries, personal injuries and property damage must be eliminated for the basic policy endorsements. Any exception hereto must be approved by CITY's Risk Manager. G. Thirty (30) days notice of cancellation, change, or non-renewal of insurance. H. Insurers to have A.M. Best's rating of at least A:X . I. Any deductibles must be declared to and approved by CITY. 19. TERMINATION A. MUTUAL CONSENT This Agreement and License may be terminated, or the provisions changed, altered or amended only by mutual written consent of the parties hereto. B. NOTICE BY LICENSEE The LICENSEE may terminate this Agreement upon sixty (60) days notice of such termination to the CITY, provided, however, that no such termination shall become effective, and the LICENSEE shall be fully liable for rent and for the performance of all other obligations on the part of the LICENSEE, until LICENSEE has fully complied and consummated each and all of the provision of paragraphs 19 C and 19 D hereof. LICENSE FOR PETROLEUM PIPELINE Page 10 of 13 618199-1 C. EXPIRATION OF TERM OR SOONER TERMINATION LICENSEE on the last day of the term or sooner termination of this Agreement shall peaceably and quietly leave, surrender and yield up to the CITY, the licensed premises in good order, condition and repair, reasonable use and wear thereof and damage by act of God or the elements excepted; and executed and deliver to CITY a good and sufficient quitclaim deed to the rights arising hereunder. Should LICENSEE fail or refuse to deliver to the CITY a quitclaim deed as aforesaid, a written notice by the same explaining the failure or refusal of the LICENSEE to execute said quitclaim deed as herein provided shall from the date of the recordation of said notice be conclusive evidence against LICENSEE and all persons claiming under LICENSE of the termination of this Agreement and License. CITY may require LICENSEE upon said termination of this Agreement and License to cap, plug, remove, or otherwise abandon in such manner as may be prescribed by CITY the pipeline together with conduits, connections, fittings, appurtenances, valves, manifolding, and other devices at LICENSEE's sole cost and expense. D. FORFEITUR~ Any neglect, failure or refusal to comply with any of the terms and conditions of this License and Agreement continuing for more than thirty (30) days following notice thereof to LICENSEE from CITY shall entitle CITY to declare a forfeiture hereof by written notice to LICENSEE and CITY may thereafter exclude LICENSEE from any further use or acts hereunder, and LICENSEE shall immediately surrender all rights hereunder. CITY may require LICENSEE to cap, plug, remove or otherwise abandon in such a manner as may be prescribed by CITY the pipeline, place or remove same at his sole cost and expense, and LICENSEE shall deliver to CITY a quitclaim deed as aforesaid, a written notice by CITY reciting the failure or refusal of the LICENSEE to execute and deliver said quitclaim deed as herein provided, shall from the date of recordation of said notice be conclusive evidence against LICENSEE and all persons claiming under LICENSEE a termination of this Agreement and License. 20. ASSIGNMENT LICENSEE shall not sell or assign this License for any of the rights and privileges granted hereby without the consent of the City Council of CITY first having been obtain, and should said consent be obtained, said assignment and consent shall be evidenced by a duty executed instrument in writing filed in the office of the City Clerk of CITY. Should such an assignment result in the licensed property or any rights granted hereunder being owned partly or wholly by persons, firms, or corporations other than LICENSEE, then LICENSEE shall be fully responsible for the maintenance and operation of the pipeline together with conduits, connections, fittings, appurtenances, valves, manifolding and other devices as set forth in the terms LICENSE FOR PETROLEUM PIPELINE Page 11 of 13 618199-1 21. of this Agreement and License, and in such even the provision of this Agreement and all rights, obligations, and duties hereunder shall be binding upon the LICENSEE, his successors and assigns. NOTICES All notices, requests, demands or other communications to or upon the respective parties shall be in writing and shall be effective for all purposes upon receipt on any business day before 5:00 PM local time and on the next business day if received after 5:00 PM or on other than a business day, including without limitation, in the case of (i) personal delivery, (ii)delivery by messenger, express or air courier or similar courier, (iii) delivery by United States first class certified or registered mail, postage prepaid, addressed as follows: A. If to CITY: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk B. If to LICENSEE: Shell California Pipeline LLC Western Region - Land & Permitting 20945 S. Wilmington Ave Carson, CA 90810-1039 22. LAWS AND FORCE MAJURE The provisions of this Agreement and License shall be subject to all valid and applicable federal, state, county, municipal, and other governmental laws, executive orders, ordinances, rules, regulations and acts. If performance by LICENSEE of any portion of this Agreement is made impossible by any prevention, delay or stoppage caused by strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor or materials or reasonable substitutes for those items, government action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of LICENSEE, LICENSEE's performance shall be excused for a period of time equal to the period of that prevention, delay, or stoppage. 23. APPLICABLE LAWS AND ATTORNEY'S FEES This Agreement shall be interpreted and enforced pursuant to California law. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in San Mateo County, California. In the event that either CITY or LICENSE FOR PETROLEUM PIPELINE Page ~2 of 13 618199-1 24. 25. LICENSEE brings an action against the other by reason of the breach of any condition or covenant, representation or warranty contained herein, or otherwise arising out of this Agreement and License, the prevailing party in such action shall be entitled to recover from the other reasonable attorneys' fees to be fixed by the court which shall render a judgment, as well as the costs of the suits. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery. SEVERABILITY The provisions of this Agreement and License are intended to be severable and enforced to the maximum extent permitted by law. If for any reason any provision of this Agreement shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then that provision shall be ineffective only to the extent of the invalidity, illegality or unenforceability and in that jurisdiction only, without in any manner affecting the validity, legality or enforceability of the unaffected portion and the remaining provisions in that jurisdiction or any provision of the Agreement and License in any other jurisdiction. The unaffected portion and provisions of the Agreement and License will be enforced to the maximum extent permitted by law. TIME OF THE ESSENCE Time is of the essence with respect to each and all the terms of this Agreement and License and the terms of this Agreement and License shall extend to and be binding upon and inure to the benefits of the heirs, executors, administrators, successors, and assigns of the respective parties hereto. 26. ENTIRE AGREEMENT This writing constitutes the entire Agreement between the parties. LICENSE FOR PETROLEUM PIPELINE Page 13 of 13 618199-1 IN WITNESS WHEREOF, the parties hereto, first having been duly authorized, have executed this Agreement as of the day and year hereinbefore set forth. SHELL CALIFORNIA PIPELINE COMPANY, LLC By: CITY OF SOUTH SAN FRANCISCO By: Attest: City Clerk Approved as to form: City Attorney LICENSE FOR PETROLEUM PIPELINE Page 14 of 13 618199-1