Item No. 10 CITYMANAGER'S OFFICE Ciffl of South Gate JUL 2 1 Zuxai CITYCOUNCIL 1,):i6 AvY'- AGENIDA BULL For the Regular Meeting of: July 27, 2021

riginating Department: Public Works

Department Director.' 'at:J;C;'r>antes - Chris (Je,j

SUBJECT: MASTER JOINT REVOCABLE PERMIT N0. 17-07 WITH THE CITY OF LOS ANGELES AND THE CITY OF LONG BEACH GRANTING THE CITY OF SOUTH GATE, THROUGH THE BOARD OF HARBOR COMMISIONERS, THE RIGHT TO OPERATE AND MAINT AIN IMPROVEMENTS AND STRUCTURES ON THE RAILROAD RIGHTS OF WAY

PURPOSE: The City has ten active permits from the Ports of Los Angeles and Long Beach (Ports) that authorize South Gate to operate and maintain public improvements and structures installed within the Union Pacific Railroad corridor (UPRR Corridor) which they operate on right-of-way the cities of Los Angeles and Long Beach own. The City of South Gate was in need of six more permits for improvements recently constructed. The Ports have a new policy which requires that all permits be consolidated, and new permits be issued, under one master permit, known as the Master Joint Revocable Permit (MJRP). Approval of the MJRP is needed to comply with this new policy.

RECOMMENDED ACTIONS: The City Council will consider: a. Approving Master Joint Revocable Permit No. 17-07 (MJRP) which grants the City rights to operate and maintain certain improvements and structures on the right-of-way underlying the Union Pacific Railroad, which permit is issued by the ports of Los Angeles and Long Beach, through the Boards of Harbor Commissioners,, b. Appropriating$l4,420inWaterFundsand$7,680GasTaxFundstoAccountNo.41l-731-71- 6801 to fund the MJRP permit fees; and c. Authorizing the Mayor to execute Master Joint Revocable Permit No. 17-07 in a form acceptable to the City Attorney.

FISCAL IMPACT: Under the MJRP, the City is required to pay aru'iual permit fees, a one-time processing fee and a security deposit as listed on the table below. The permit fees increase annually according to the Consumer Price Index.

Fee Funds Account No. Roadway Improvements Permit Fee $7,680 Annually Gas Tax Funds 212-713-31-6801 Water Improvements Permit Fee $8,000 Annually Processing Fee $2,500 0ne-time Water Funds 411-731-71-6801 Refundable Security Deposit $3,920 0ne-time Total $22,100

ANALYSIS: The City currently has ten active permits from the cities of Los Angeles and Long Beach (Ports) that cover public improvements that the City has installed within the UPRR Corridor. The permits were issued by the Cities because they are the owners of the property underlying the UPRR Corridor. The Ports manage the corridor through the Boards of Harbor Commissioners (Boards), thus the Boards approves new permits. The City of South Gate is in need of six more permits for improvements recently constructed within the UPRR Corridor. A new policy of the Boards required that the City's permits be consolidated under one MJRP, and that the new permits be issued through the MJRP. The new policy requires annual payment of permit fees for any public improvements that generate revenue, such as a water systems. This new requirement was triggered after the City applied for a new permit (General Order 88-B (GO-88B) Permit) for a traffic signal system that the City installed at the intersection of Firestone Boulevard and Atlantic Avenue. Approval of the MJRP is required to meet this requirement.

The MJRP has been reviewed by outside legal counsel, Olivarez Madruga Lemieux O'Neill, LLP as to form. Outside legal counsel was retained as the City Attorney's Office has recused themselves from the matter due to work they do or have done with one of the Ports.

BACKGROUND: On December 21, 2015, South Gate completed the construction of two major roadway projects (Firestone Boulevard/Firestone Place UPRR and Atlantic Avenue/Patata Street Crossings) that resulted in installing public improvements on the UPRR ROW. As a condition of their permit for the projects, the Boards required the City to consolidate its existing permits under the MJRP, as well as to incorporate the six proposals for new permits in the MJRP.

To date, South Gate has been issued ten permits, some of which are more than 50 years old. Each permit authorized the City to construct, operate and maintain public improvements on the UPRR ROW, such as, water mains, sidewalks, storm drains, power lines, sewer, traffic signal equipment, and an access road. The permit summary is tabulated below. It is noted that under the MJRP the City must only pay a fee for pertnits that involve public improvements that generate revenue, such as the water mains and the private road.

Funding Index Permit Constructed Improvements Source for No. No. Year Permit Fee 20" Casing with traffic control wiring at Atlantic Ave. and 1 New 2016 No Fee Wright Pl.

Electrical Service Cabinet for Traffic Control at Firestone 2 New 2016 No Fee Blvd. and Mason St,

20" Casing with traffic control wiring at Firestone Blvd. and 3 New 2016 No Fee Firestone Pl.

4 New Sidewalk on south side at Firestone Blvd. and Firestone Pl. 2016 No Fee

Temporary Construction Easement at Firestone Blvd./Rayo 5 New 1950s No Fee Ave.

Water Funds 6 P-00635 10" cast iron water pipeline at Atlantic Ave. and Wright Pl. 1953 ($2,000)

7 P-00636 30" storm drain pipe at Firestone Pl. and Mason St. 1954 No Fee

8 P-00629 30" storm drain pipe at Branyon Ave. 1952 No Fee

Water Funds 9 P-0063l 2" Water Pipeline at South of Branyon Ave. 1949 ($2,000)

10 N/A Sidewalk at Firestone Blvd. and Rayo Ave. 1950s No Fee

11 P-00633 30" storm drain pipe at Salt Lake Ave. and Wood Ave. 1952 No Fee

Gas Tax 12 P-00674 Private Road Crossing at SE [-710 and NW Rio Hondo. 1954 ($7,680) 2" Water Pipeline in 4" Steel Casing at SE I-710 and NW Rio Water Funds 13 P-00628 1960 Hondo. ($2,000)

2 Water Funds 14 P-00627 6" steel casing power line at SE I-710 and NW Rio Hondo. 1992 ($2,000)

15 N/A Sidewalk at Imperial Highway and Garfield Pl. 1990s No Fee

12" Sanitary Sewer pipe with 30" Steel Casing at Imperial Hwy 16 New 2021 No Fee and Garfield PI

ATT ACHMENTS: A. Proposed Master Joint Revocable Permit B. Location Map

KT:lc CAL PACIFIC LAND SERVICES, INC.

RECEIVED

June 7, 2021 JUN 0 9 2021

DEP7: City of South Gate ENGINEERING Public Works Department 8650 California Avenue South Gate, CA 90280

Attn: Arturo Cervantes, P.E. Assistant City Manager/Director of Public Works

Dear Mr. Cervantes:

The Ports have revised the form of Master Joint Revocable Permit for the City of South Gate facilities in their railroad right of way within your City and have included the new sewer line which has been installed in Imperial Highway. There is no additional charge for this facility. The revised form is enclosed.

The permit form has been approved by the Ports' staffs only and has not yet been placed on the agendas of the Ports' Boards of Harbor Commissioners. Harbor Commission approval from each Port will be required before the MJRP goes into effect.

Prior to the Ports' staff putting the MJRP on their respective agendas, the following must be received by us and forwarded to them.

1. MJRP Seven (7) original MJRP documents with Exhibits are enclosed. Please have the appropriate representative(s) authorized to sign such documents sign six (6) copies, have the signatures on all copies notarized, and return the six original copies to me at the address below. The seventh copy is for your records.

2. Fees & Deposit The first year's Permit Fee is $15,680 (MJRP Paragraph 3.1), the Ports' Processing Fee is $2,500.00 (MJRP Section 3.1), and the Security Deposit is $3,920 (MJRP Section 3.6). Unless the City wants to use a non-cash form of Security Deposit as outlined in MJRP Paragraph 3.6, submit a check for $22,100 made payable to Cal Pacific Land Services, Inc. - Trust Account and delivered to my attention with the executed copies of the MJRP. If the City wants to use a non- cash form of Security Deposit, please forward information about the alternative method immediately and we will discuss it with Ports' staff.

3. Insurance Evidence of Insurance coverage for both Ports (see MJRP Section 15) will need to be submitted to the Ports following the procedures set out in MJRP Section 15.2 prior to the MJRP going into effect.

7245 Garden Grove Boulevard, Suite M Garden Grove, CA 92841 Telephone 714-799-0900 CAL PACIFIC LAND SERVICES, INC.

June 7, 2021 Mr. Cervantes Page 2

Please call me at 714/799-0900 or email me at [email protected] if you have any questions about the processing of these forms.

Thank you for your assistance.

Wadell, Jr. Joint Property Management

Encl. cc: Kenneth Tang, P.E., via email

5 MASTER JOINT REVOCABLE PERMff CIT\ OF SOUTH GATE

The City of Los Angeles, a municipal corporation duly organized and existing under its charter and the constitution and laws of the State of California, and the City of Long Beach, a municipal corporation duly organized andexisting underits charterandtheconstitution and laws of the, State of California (indi'vidually, a "City" and together, the "Cities"), by and through their respective Boards ofHarbor Cominissioners, jointly own certain real propertylocatedinthe County ofLosAngeles. PursuanttoarecommendationadoptedbytheBoardofHarborCommissionersof theCityofLosAngelesunderResolutionNo. atits ,20 meeting,and ResolutionNo.HD, adoptedbytheBoardofHarborCommissionersoftheCityofLong Beach at its , 20 , meeting, the Cities hereby issue this Master Joint Revocable Permit (the "Permit") and grant permission tO the City Of SOuth Gate, a Califoinia Municipal Corporation ("Perinittee"), to operate and maintain multiple improyements and structures ("Facilities"), more particularly describedon theScheduleof PerrnitAreas attachedhereto and made a part hereof as Exhibit A, and as may be subsequently tevised by Permit Supplements after the effective date as Exhibit A(x), within the various permitted areas as defined under Paragraph 1 below (collectively, the "Peimit Areas"), This Perinit shall be effectiye upon last execution by the Executive Directors of the respective Harbor Departments of the Cities (referred to hereinafter as "ExecutiveDirector"singularortbe"ExecutiveDirectors"plural). Suchdatesliallbeknownasthe "Effective Date" for puiposes of this Permit,

This Pcrmit shall be subjectto the following terms, conditions, and limitations:

1. PERMIT AREAS. The Cities hereby grant Permittee the right to use various properties listed inExhibit A or subsequentExhibit A(x) and more particuIarly showninExhibit B attached hereto and made aparthereof, and as may be subsequently revisedbyPermitSupp]ements after the effective date as B(x).

1.I Pei'mitSupplements. Permitteeshallhavetherighttoaddanddeletecertain PermitAreas to tliis Permitbyrequesting and acquiring approvals of such addition ordeletionfrom b(1th Executive Directots. The Executive Director8 Shall hare the right to execute Permit Supplements to this Permit for additions and deletions of Permit Areas using rents based cm rental rates described in Exhibit C, or as Exhibit C may be revised from tiine to lime in accordance with Paragraph 3.2. Permit Supplements shall be effective upon last execution by the Bxecutive Directors, Upon execution of any future Permit Supplement in substantially the form as shown in ExhibitF, attachedlieretoandincorporatedherein("PermitSupplementTemplate"),anExhibitA(x) and Exhibit B(x) and where applicable Exhibit C(x) shall also be prepared and attached to i.he Permit, At the time of theit preparation, such Bxhibits A(x) and B(x) shall reflect the current facilities subject to this Permit.

2, PERMITTED USE. The Permit Areas shall be used to operate and maintain, on a non-exclusive ba.sis, theFacilities as specifically describedin Bxhibit A orsubsequentBxhibit A(x), over, under and/or across thePermitAreas and forno otherpurposewithoutthepriorwrittenconsent

POLA N0. 17-07 POLB NO. Page ] of 21 oftheExecutiveDirectors,whichmaybewithheldintheirsoleandabsolutediscretion, Permittee hasinspectedthePemfftAreasandagreesthatitissuitablefortheusespermittedherein. Noofficer, employee, agent, or property manager of either Cityhas made anyrepresentation orwarranty with respect to thePermitAreas, except u describedin writing andattachedhereto as an addendum, and in entering into this Permit, Permittee agrees it relies only on die provisions of this Pet.

3. PERMIT FEE.

3,1 AmountandTimeofPgyment. PermitteeshallpaytotheCities,asapermit fee, for the use of the Permit Areas, without deduction, set off, demand or prior notice, the annual sum of Fifteen Thousand Six Hundred EightyDollars ($15,680) (the total of each and all rents for thePermitAreas as indicated inExhibitA orsubsequentExhibitA(x)) or as subsequently adjusted pursuanttothisParagraphandParagraph3.2(the"PermitFee"). ThePermitFeeshallbeincreased ordecreasedaccordingto modifications causedby additions ordeletions ofthePermitAreasfortbis Petmit as permittedpursuant to Paragraph 1.1, and as shownin any subsequent Permit Supplement updates. SuchincreaseordecreaseinthePermitFeeshallbeeffectiveuponthefinalexecutiondaie of any Permit Supplement by both Executive Directors. In addition, a one-time Permit Processing Fee of Two Thousand Five Hundred Dollars ($2,500) shall be paid to the Cities to cover costs associatedwiththeadministrationofthisPermit. ThePetProcessingFeeshallbepaidinadvance onorbeforetheEffectiveDate, ThePermitFeeshallbepaidinadvanceonorbeforetheBffective DateandUhereafteroneachanniversatyofthatdate. ThePermitFeeandthePermitProcessingFee shall be made payable to Cal PacificLand Services, Inc. TtustAccount anddelivered to the Cities' designated property manager, which shall be Cal Pacific Land Services, mc., 7245 (3arden Grove Blvd,, Ste, M, Garden Grove, CA 92841, or as otherwise instucted by written notice of the Executive Directors.

3,2 . The Cities may, in their sole and absolute discretion, increase thePermitFeeuponsixty(60)days'writtennoticetoPermittee, TheExecutiveDirectorsarehezby delegated authority to increase, butnot decrease, the rental rates, minimum rates midpercentage of surface rate shown inExbibit C as thoseitemsmayapplytoPermit Supplements authorizedpursuant toParagraphl.l. ConcurrentwithanyPermitSupplementwhichincludesanincreaseinratesshown in Exhibit C, a new Exhibit C(x) shall also be prepared and attached to the Permit. Each revised Exhibit C(x) shall be effective upon the final execution date of any Permit Supplement by bodi ExecutiveDirectors. Atthetimeofitspreparation,eachrevisedExhibitC(x)shallreflecttherates applicable to the correspondingPermit Areas subjectto this Permit and each correspondingPermit Supplement shall set forth the adjusted Permit Fee.

3.3 Annual Adiustment. The Permit Fee shall be adjusted by comparing the Consumer Price Index for All Urban Consumers (base year 1982-84=100) for Los Angeles- Riverside-Orange County, published by the United States Department of Labor, Bureau of Labor Statistics (the "Index"), forthe month of the AdjustmentDate (the "Current:[ndex"), with the Index publishedl2monthsbeforetheAdjustmentDate(the"BeginningIndex"). IftheCurrenthidexhas increased overthe Beginning Index, the PermitFee forthethen-currentPermit Year shall be set by multiplying the currentPermitFeeby afraction, thenumeratorofwhichis the Currenthidex andthe denominator of wMch is the Beginning Index. In no event shall the Permit Fee be less than the

Page 2 of 21 PerrnitFeeapplicableduringtheiminediatelyprecedingPermitYear, IftheIndexisdiscontinuedor revised during thepexiod in whichthis Permitis ineffect, another governmentindex orcomputation shall be selected by the Cities and usedinorder to obtain substantially the sameresult as if theIndex had not been discontinued, On adjustment of the Permit Fee as provided herein, the Cities shau providenoticeinwritingtothePerrnitteeoftheadjustedPermitFee, Whensuchnoticeisprovided to Permittee, the Permit Fee mnount shown in said notice shall constitute a legally binding agreement of the parties without further municipal, corporate or other action.

3,4 LateCharge;Defaultlnterest, Pennitteeacknowledgesthatifanypayment required under this Permitisnotpaid within ten (10) days afterthe same becomes due and payable, the Cities will incur extra administrative expenses, in addition to expenses incident to receipt of timely payment, and the loss of the use of funds in connection with the delinquency in payment. Because the actual damages suffered by the Cities by reason of such exta administrative expenses and loss ofuse offunds wouldbeimpracticable orextremely difficultto ascertain fromthenatureof thecircumstances, Permittee agrees thatfivepercent (5%) ofthe amount of thedelinquentpayment or$lO0,00 (whicheveris greater), andtheimpositionofthedefaultintere,strateprovidedforbelow, shall be the aniount of damages to which the Citics are entitled, upon such breach, incompensation therefor. Permitteeshall,therefore,insuchevent,withoutfurthernotice,paytotheCitiesliqui.dated damages in the amount of fivepercent (5%) of the amount of such delinquent payment or $100.00 (whicheverisgreater)andinterestasprovidedbelow. Thepro'visionsofthisParagraphareintended to govern only ehe detennination of damages in the event of a breach in the performance of the obligation of Permittee to malce timely payments hereunder, Nothing in this Pertnit shall be construed as an express or implied agreement by the Cities to forbear in the collection of any delinquent payment, orbe construed as in any way giving Perrnitteethe right, express orimplied, to failtomaketimelypaymentshereunder,whetheruponpaymentofsuchdamagesorotherwise, The rightof the Cities toreceivc paymentof such liquidated and actual damages, and receipttheteof, are without prejudice to the right of the Cities to collect such delinquent payments and any oilier amounts proyided to be paid hereunder or to declare a de'f'ault hereunder, Further, any amounts owing underthis Permit ai'id notpaid when due shall bearinterest at arate equalto tenpercent(10%) per annum, payable monthly on the first day of each and evety month,

3.5 Books and Records. All books, accounts and other records showing the affairs of Permittee with respect to its business transacted at, upon or over the Permit Areas (collectively, "Pennit Records") sball bemaintainedinLos Angeles County, andshall be subject to copying, exatnination, audit and transcription by either City, from time to time, In the event it becomes necessaryto make such copying, examination, audit ortranscription atany placeotherthan within fifty (50) miles of the PermitAreas, then all costs andexpenses necessary orincident to such copying,examination,auditortranscription,shallbepaidbyPertnittee, ThePermitRecordsshallbe retained during the term of this Permitso that tlxe Pennit Records for the four (4) most recentyears areavailable. Afl:erthisPermitterminates,PermitteeshallmaintainthePermitRecordsforLhefour (4) most recent years for at lea,st two (2) years. Upon request in writing by either City, Permittee ShaIll, Within fifteell (15) DADS Of the reqlleSt, furnish a Statement Of the eXaCt 10CatiOn Of all PeIrIlit Records aiid the name and telephone number of the custodian of the Peiuit Records, Permit Records will include, butnot belimitedto, general ledgers, charts of accounts, subledgers inc}uding

Page3of21 cash receipts journals, cash disbursement journals and all original receipts and documents which support the information provided to the Cities.

3,6 Security Deposit. Permittee shall provide a cash deposit, certiticate of deposit, surety bond, irrevocableletterof credit or othetform of security (the "Security Deposit")in the name of the Cities and acceptable to the ExecutiveDirectors and City Attorneys of the Ctties in anarnountequaltothreemonthsrentorOneThousandDollars ($1,000,00))whicheverishigher, as security for Permittee's faithful performance of its obligations underthis Petmit, including but not limited to the restoration of the Permit Areas and the removal of the Facilities (as defined in Paragraph 5,1) byPermitteeasrequiredby this Permituponany termination,revocation orforfeitnre ofthisPerrnit. TheCitiasshallpaynointerestontheSecurityDeposit, Ifthefinancialconditionof Permittee SubStalltiail7 Changes SuCh that Permittee mad 110t be able CO meet its restoration obligations, either Executive Director may require an increase of the Security Deposit,

4, REVOCABILITY:, TERMINATION.

4.1 Revocability without Cause, This Permit is revocable by any party upon sixty (60) days' wi"tten notice to the other parties without cause, Upon termination of this Permit, Perinittee shall vacate, and surrender possession of, the Permit Areas (subject to Permittee's obligationsunderParagraphs5and7below). IfthisPermitisrevokedbyeitherCitypursuanttothis Paragraph 4,1, Permittee shall beentitled to aproratedrefund of thePermitFeefortheyearin which such revocation occurs, If this Permit is revoked by Pettee prirsuant to this Paragraph 4.1, Permittee shall not be entitled to receive back any portion of the Permit Fee already paid by it.

4.2 Termination, TheExecutiveDirectorofeitherCitymayterminatethisPerrnit in the event: (i) Permittee fails to initiaie to perforin any ternn or condition of this Pemiit within ten (10) days afterwritten noticefrom the Cities oreitherof them, orfails to complete suchperformance within thirty (30) days of said notice; (ii) Perrnittee makes a general assignment or general arrangement for the benefit of creditors; (iii) a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Permittee and is not dismissed within thirty (30) days; (iv) a trustee orreceiveris appointed to take possession ofsubstantially allof Pertnittee's a88et8 10Cated at the Permit bead or Of Permittee's interest in thin Permit and possession is not restored to Peri'nittee within thirty (30) days; or (v) substantially all of Permittee's assets, or Permittee's intetest in the Permit Areas are subjected to attachment, execution or other judicial seizurewhichisnotdischargedwithinthirty(30)days, Ifanycourthavingjurisdictionintheinatter renders a final decision which prevents the performance by the Cities of any of their obligations under thiS Permit, then any party hereto mad terminate this Permit by notice to the other parties. Additionally, a seizure of the Peimit Area.s by the Internal Revenue Service shall automatically terminate this Permit, Upon termination of this Permit: (i) Petmittee shall iminediatcly vacate, and surrender possession of, the Permit Areas and (ii) all rights and obligations hereunder (with the exception of Perrnittee's obligations under Paragraphs 5, 7 and 14) shall thereupon terminate,

4,3 i. ThisPerinitisgrantedpursuanttoanapplicationorapplications filed by Pertnittee with (he Cities, If any application or any of (he aitachments thereto contain any inisstatement of fact, which in the judgment of either Executive Director affected the decision to

Page 4 of 21 grant this Pertnit, that Executive Director may terminate this Permit, Termination pursuant to this Paragraph sliall not be termination by forfeiture,

4.4 No Relocation Assistance, Permittee understands and agrees that nothing contained in this Petmit shalI create anyiight inPermitteeforrelocation assistance orpaymentfrom theCitiesupontheterminationorre'vocationofthisPermit. Permitteeacknowledgesandagreesthat it shall not be entitled to, andwaives any right to, any relocation assistance orpaymentpursuant to the provisions ofTitle 1, Division 7, Chapter 16, of the Government Code of the State of California (Sections 7260 etseq,) or any other applicable law withtespect to any relocation of its business or activities upon the termination orrevocation of this Permit for no reason or anyreason whatsoever,

5, FACILITIES: ALTERATIONS,

5,1 (33. Perrnittee, at its cost, may install or construct Facilities on the Permit Areas, and alter, re,pir, relocate, reconstnict or remove Facilities; provided, however, Permittee shall first obtain the written consent of both Executive Directors, which shall not be unreasonably withheld, and any necessary permits prior to the commencement of any work of improvement, relocation, alteration, removal or repair, Peimittee shall retain title to all such Facilities.

5,2 Port of Log Angeles Harbor Engineer Permit. All excavation and/or constiuction work undertaken on property owned by the City of Los Angeles Harbor Department requires thePermittee obtain, pay for, and abidebythe terms and conditions ofthe HarborEngineer Permit. NotwithstandinganyotherprovisionofthisPermit,nosuchworkisauthorizedonproperty owned by City ofLos AngelesHarborDeparhnentwithoutPermitteeobtaining saidHarborEngineer Permit,

5,3 PortofLongBeachHarborDevelopmentPermit, Notwithstandinganyother provision ofthis Permit, if the PertnitArea, or ariy portion thereof, is within the PortofLong Beach Harbor District, all excayation and/or construction work related to the Permitted Use within such Permit ArearequiresthePemitteeobtain,payfor,andabidebythetermsandconditionsofaPo:itof Long Beach Harbor Development Permit, No work is arithorized on property within the Port of Long Beach Harbor District without Permittee obtaining said Port of Long Beach Harbor Development Permit.

5.4 Plans. The Facilities shall be installed only in accordance with approved plans and specifications previously submitted to the Cities with the application for this Permit. Permitteeshallproceeddiligently andinaworkinanlike.inannerintheinstallation,repair,relocation, reconstruction or removal of the Facilities. Any and all work shall be done by Permittee in accordance with all applicable Laws (as defined in Paragraph 9 below).

5,5 Damage; Repair, If the Facilities become damaged or malfunction, Permittec, at its cost, shall iininediately make such repairs as will insute the future safe and proper operationoftheFacilities. Permitteeshallperformsuchcleanupandrepairsasshallberequiredby the Cities.

Page 5 of 21

(O 5.6 As-Built I)rawingsi

5.6.1 Withinthirty(30)daysafterthecompletionoftheinstallationofthe Facili(ies, Permittee shall furnish to Cities four (4) sets of survey notes and "as-built" drawings, signed by aCalifornialicensed land surveyor, who sliall certify to the correctness of the horizontal and vertical alignment of the Facilities.

5.6,2 Allofthe"as-built"drawiiigsfurnishedpursuanttoParagraph5.6.1 shall be dtawn to a scale in which the number of feetperinch shall not exceed two hundred (200). The drawings shall show the accurate alignment of the Facilities by centerline traverses, The elevations of the tops of the Facilities shall be shown on the drawings. All survey work, both horizontal and vertical, shall be to the latest third order of accuracy as established by the National Geodetic Survey.

5,6,3 In the event Pexmittee is granted permission to install, relocate or remove pipelines, tanks orpressure vessels, Permittce shall furnish to theCities, in addition to the "a,s-built" drawings thereof requited by this Paragraph, four (4) sets of revised composite drawings drawn to a scale in which the number of feet per inch does not exceed twohundred(200). TherevisedcompositedrawingsshallbesubtnittedonorbeforeMarch 1 of each calendar year this Permit remains in force and effect and shall show all pipelines owned or operated by Permittee and the total lineal footage thereof in existence as of December 31 of the calendar year just ended.

5,6.4 Whcreapplicable,"as-built"drawingsshallbeavailableatthePermit Areas at all times and copies thereof shall be provided to the Cities upon thirty (30) days' written notice.

5,7 RemovalUponTerinination:Restoration, Nolaterthanthedateuponwhicli this Permit terminates (the "Termination Date"), Permittee, atits cost, shallremovetheFacilities and any personal propeity placed by it on the Permit Areas and restore the Permit Areas to a condition acceptabletobothCities, Permitteeshallrepair,atPermittee'sexpense,anydamagetothePermit Areas caused by the removal of any Facilities or personal property, Permittee understands and agrees it is responsible for complete restoration of the Permit Areas, including the clean-up of any Hazardous Substances (as defined in Paragraph 7.1 below) required pursuant to Paragraph 7 on or beforetheTerminationDate. If,foranyreason,removalofFacilitiesandpersonalpropertyfromthe Permit Areas or restoration of the Permit Areas is not completed by the Termination Date, then Permittee is obligated to pay the Cities, as compensation during suchrestoration, aperinitfee in an amount equal to the then f'air market rental value of the Permit Areas as reasonably detertnined by theCities;however,thenewperrnitfeeshallnotbelessthanprovidedinParagraph3, Additionally, iftheFacilities and any personal property ofPermitteehavenot been removed and thePermit Areas not restored to an acceptable condition by the TerrninationDate, the Cities shall have the right, but not the obligation, to remove any such property and to restore the Permit Areas at Permittee's expense. PermitteeshallpaytotheCities,upondemand,allcostsincrirredby(heCitiesinremoving

Page6of21 such propert'y and restoring the Permit Areas, together with interest from the date the Cities incur any cost or expense, at the maximum rate allowed by law on any such sum. The restoration requirements of Paragraph 5.7 shall apply to Permittee whether improvements were installed by Permittee or any prior users of the premises,

5.8 RestorationPlan. UponrequestofeitherExecutiveDirector,Permitteeshall, at its expense, provide to the Cities a site characterization study and siterestoration plan m a form acceptable to the Cities. The study and plan shall be used in patt by the Cities to determine if Permittee has breached its obligations pursuant to Paragraph 7 below,

5.9 , The Cities, at tlieir election, may waive the requirement that Permittee remove all or a portion of the Facilities or personal property from the Permit Areas and thatPermitteerestorethePermitAreas. However,unlesssuchwaiverisinwritingexecutedbyboth Cities staiing such waiver is "permanent and final," Cities reserve the right to require Permittee at anytimeinthef'uturetoremovealloraportionoftheFacilities orpersonalproperl:yfromthePermit Areas i'r to restore the Permit Areas despite such waiver.

5,10 Removal; Relocation, Whenever and as often as the Executive Directors deem convenient or necessary, Permittee, at its cost, shall remove, relocate or alter the Facilities constructed on tl'ie Permit Areas and restore the Permit Areas. Permittee shall commence such removal, alteration or change Of Location Within 8iXty (60) DADS gter notice from the Executive Directors, and shall proceed to complete such work with due diligence.

5.11 Failure to Commence Work. In case Permittee fails to commence work in compliancewith thenotice given pursuantto Paragraph 5,10within sixty (60) days aftersuchnoiice (unless Perinittee iS unatyletO COrnply With SuChinStfflCtiOnS due tO Striker, RIOTS, aCtS OfGOd OraCtS of public enemies), the Executive Directors may, but shal} iiot be required to, cause the work required in such notice to be done; and Permittee agrees to pay the Cities' costthereof within thirty (30) days after delivery of an itemized bill,

5,12 Rules Governing Pipelines, After installation, and in any everit for the duration OfthiS agreement, Perrnittee 8hall COmply Withpipeline tenting andinspectionrequirements of thePipeliiieCode, thePipeline8afety Act, the CaliforniaPublicUtilities Code, CaliforniaPublic Utilities Cornmissionregulations forpipelines, anyotherstateand/orfederal agencynotmentioned above, and as required by the CaliforniaState Fire Marshal (CSFM) under the Pipeline Safety Act, TlteCities reserve the right torequest tests for facilities notunder the direct authority of theCSFM, the California Public Utilities Commission, the Federal Office of Pipeline Safety (FOPS), and the State of California Bureau of Conservation/Division of Oil, Gas, arid Oeothermal Resources (DOOGR).

5,13 Loca(ionofSubsurfacePipelinesandStructures, Uponatleasttwo(2)days' notice from the Cities, Permittee shall commence exploration for any subsurface structures under Perrnittee's control or servicing Permittee's operation within the Permit Areas, Exploration and preparation of all documer>tation recording thelocation of substuctures shaU be completedwithin the time specified in the notice, The subsurf'ace exploration shall verify the ver(ical and horizontal locat'on of all substructures. Documentation reflecting the results of the exploration shall be provided to the Executive Directors. If Permittee fails or refuses within the time specified in the Page 7 of 21 notice to begin or fails to prosecute diligently to complete the work of locating any substructi'ire under Permittee's control or set'vicingPermittee's operation withinthePermitAreas,tile Cities shall have the right to enter onto the Permit Areas and perfoim the work designated in the notice, All subsurfaceexplorationrequired by theprovisions containedherein, whetherperformed byPermittee or the Cities, shall be performed at Permittee's expense, In addition, Permittee agrees to bear the cost of any and all damage of wliatever nature caused by any act, omission or negligence of the Cities and any and all of their boards, officers, agents, consultants, and employees in the performance of the subsurface exploration as required by this provision. Notwithstanding any work performed by the Cities or the Cities' contractors under this provision, Permittee shall remain obligated to maintain the Permit Areas in a safe condition, both during and after completion of the work,

5.14 Pipeline Tests or Inspections. Within thirty (30) days from the commencement date of the permit, Permittee shall provide the Executive Directors with a master schedule sliowing dates for pipeline testing and inspection(s) in accordance with the requirements referenced in Paragraph 5.12 above, The master schedule shall include an itemized list with corresponding line item reference nutnbers for each pipeline covered under the subject permit, corresponding required test(s) orinspection(s), date(s) oftest(s) orinspection(s),method(s) of test(s) or inspection(s), applicable agency, the ftequency of required test(s) or inspection(s), and the California State Fire Marshal Line No. and the California State Fire Marshal Test ID No., if applicable. IfPerrnittee'sexistingpipelinesaremodified,ornewpipelinesareaddedtoPermittee's premises, Permittee shall provide Cities with written notice, includixig an updated master schedule With any addition Or subtraction Of pipelines. This notice should cover testing Or inspection requirements of all agencies mentioned in Pataagraph 5.12, as well as any other additional required test(s) or inspection(s),

If Pennittee's pipeline test(s) orinspection(s) are approved bythe applicable agency requiring or overseeing the test(s) or inspections(s), Peiinittee shall confirm in writing approval of the test(s) or inspections(s) and/or submit documentation including master schedule reference nurnberforpipeline(s) beingreported on, date(s) of test(s) orinspection(s), method(s) of test(s) or inspection(s) and general non-technical summmy of results.

Permittee shall submit a summary of its certifiedtestorinspectionapprovalresults to theExecutiveDirectors within thirty (30) days afterthey havebeenapproved bythe agencies which required the pipeline testing or inspection(s), and the records of such test(s) shall be retained by Perrnitteefor as long as is requircdby applicable law, butin any eventnotless than three (3) years. Records of all tests will be made available for inspection by the Executive Directors or their designees at their request.

If Permittee's pipeline test(s) or inspection(s) are disapproved, and/or there are irtegularities withPerrnittee's pipeline test(s) orinspection(s), indicating aleak or other operational deficiency, Permittee shall riotify the ExecutiveDirectors withinthree (3) days of disapproval and/or receipt of test(s) or inspection(s) results witli a non-technical sun'irnary of the results inctuding the circumstances that resultedin the disapproval ortest(s)/inspection(s) iiregularities as well as all test documentation produced and a description and schedule for implementation of corrective action as directed by the applicable agency requiring or overseeing the test(s) ot inspection(s), Page 8 of 21

13 6, MAINTENANCE, TheCitieshayenodutytomakeanyimprovementorrepairtothe PeriitAreasoranyitnprovementstheteon. Permittee'ssoleandexclusiverernedybyreasonofany conditionofthePermitAreas (whethersuchconditionnoworhereafterexists)shallbetoterminate this Permit and vacate the Permit Areas. Any and all uses of the Permit Areas by Permittee, its agents,contractorsandtheiremployeesshallbeattheirsolerisk,costandexpense. Permittee,atits cost, shall keep andmaintain thePermit Areas ai'id allFacilities thereonduringitsuseand occupancy theteof, in good order, condition and repair, free and clear of all rubbisli, debris and litter,

7. HAZARDOUS SUBST ANCES.

7.1 Hazardous Substances. As used'in this Permit, the term "Hazardous Substance" means any product, substance, chemical, mateiial or waste, thepresence, iiature, quantity and/orintensity ofwhich, eitherby itself orin combination withothermaterials onthePermitAreas, is either: (i) injurious to thepublic liealth, safety orwelfare, theenvironmentorthePerinitAreas; (ii) regulated ormonitored by any governmental authority; or (iii) abasisforliability oftheCities Lo any governmentalagencyorthirdpartyunderanyapplicablestatuteorcommonlawtheory, Hazardous Substances shallinclude, butnotbelimited to, any substanceormaterial deemedhazardous ortoxic piu.+uant to any federal or state statute or regulation, including but not limited to hydrocarbons, petroleum, gasoline, ctude oil or any products or by-products thereof, Permittee shall not direct, suffer orpermitany ofits agents, contractors, employees, licerisees orinvitees atany time tohandle, use, mai*rifacture, store, release or dispose of aiiy Hazardous Substances in or about the Permit Areas.

7,2 Nolifical;ion; Remoyal, During its use and occupancy of the Permit Areas, Permittce shall notify the Executive Directors within two (2) days following the release of any Hazardous Substances onto or from the Permit Areas. Upon the release, discharge or spill of any Hazardous Substances arising from or caused by Permittee, its employees, agents, invitees or affiliatedpredecessorsininterest,Perinittee, atitscost, shallpromptlyrennoveand/orremediateand dispose of a]l suchHazardous Substances in accordaiicewith theprovisions ofParagraph 7,3 below, and restore the Permit Areas to the condition they were in prior to the release of thc Hazardous Substances. Permittee also agrees to provide to the Cities a surety bond to assure removal of such Hazardous Substances from the Permit Areas if at any time the Cities demand such bond.

7.3 Excavation. If Permittee discovers or believes that any material being excavatedfromthePermitArea,scontainsanyHazardousSubstances,Permittee,atitscosishall: (i) promptly notify both Bxecutive Directors of Permittee's discovery or belief; (ii) at the request of either Executive Director, initiate cheinical and/or physical analyses of the suspected Hazardous Substances; (iii) promptly submit all laboratory or other test results upon receipt thereof to both Executive Directors; (iv) develop and submit, for approval by both Executive Directors, a remediationplanprovidingforthedisposaland/ortreatmemofthehazardousmateiials; (v)treatand dispose of or remove the Hazardous Substances in accordance with an applicable Laws; (vi) if Hazardous Substances ate removed, replace the sanie with clean, structurally suitable fill material and cause the excavation to be backfilled and compacted; and (vii) promptly submit copies of all waste manifests to both Executive Directors, Waste manifests shall identify Permittee and its

Page9of21 contractors, not the Cities, as the generator of any Hazardous Substances temoved pursuant to this provision.

8, {JTILITIES. Permittee shall pay all charges for services or utilities furnished to the Permit Areas or used in connection with its occupancy, and shall pay aLl deposits, connection fees, charges and meter rentals required by the supplier of any such service, including the Cities.

9, LEGAL COMPLIANCB. Permittee shall comply with all applicable laws, regulations, ordinances, rules, policies, guidelines, specifications, procedures and orders of any government entities ("Laws") in connection with its use and occupancy of the Permit Areas and obtain all necessary licenses, consents and permits from all federal, state and local governmental authorities having jurisdiction over the Permit Areas and Permittee's activities thereon.

10. NOASSIGN!vIENT. Permitteeshallnota.ssign,subletortransferthisPermitorany interest herein (whether by operation of law or otherwise) without the prior written consent of die Cities. The transfer, on a cumurative ba,sis, of twenty-five percent (25%) or mote of the voting control of Permittee shall constitute an assignment for this purpose. Any attempted transfer or assignment without the prior written consent of the Cities shall be void and confer no rights whatsoever upon a transferee or assignee. In addition, Cities shall have the right to terminate this Permitif anyassignmentortransfer, whethervoluntary, byoperationoflaw, orotherwiseismadeor attempbdwithoutthepriorwitttenconsemoftheCiues, Eachrequestforconsenttoanassignmem shall be in writing, accompanied by information relevant to the Cities' determination as to the financial andoperationalrasponsibilityandappropriatenessoftheproposeda.ssignee,includingbut not Iimited to the intended use and/or required modification of the Permit Areas, if any, together witha nonrefundableprocessing fee ofThree Thousand Dollars ($3,000) ortenpercent(10%) ofthe cuirent annual Permit Fee applicable to the Permit Areas which are the subject of the proposed assignment, whichever is greater, as consideration for the Cities considering and processing the request. Permittee agrees to provide to the Cities such other or additional iriformation and/or documentation pertaining to the requested consent as may be reasonably requested by the Cities.

It . The Cities' repi:escntati'ves shall have access to and across the Permit Areas during normal business hours and, in the event of an emergency, at any other time for inspection, repair of publicly owned utilities and structures and for fire and police department purpOS(58,

12. RIGHTS-OF-WAY, ThePermitAreasaresubjecttoallexistingandfuturerightsof way and entry thereon for the installation, relocation, removal, operation and maintenance of rail lines, sewers, pipelines, conduits, and telephone, telegraph, light, hcat and power lines (whether underground or overhead),

13. RAJLROAD APPROV AL AND NOTICE, EMERGENCY NOTIFICATION.

13.I Rail Carrier Approval. In non-emergency situations, Permittee shall obtain the written approval from the rail carriers that operate on the rail line traversing the Permit Areas ("Railroads") prior to the commencement of any work within the Permit Areas in connection with the construction, repair, renewal, modification, reconstruction, relocation or rem.oval of the Page 10 of 21

l"i- Facilities, excepting only periodic inspection of the Facilities. Permittee shall comply with all permits, notifications, protective and safety requirements imposed by the Railroads, and Perinittee shall pay all associated costs, In addition, the Cities have included in this Permit, certain Safety Protocols, hereto attached as Exhibits D-I, D-2, and D-3, Peimittee agrees to perforn'i all safety precautions, approvals and notices associated with activities in the vicinity of the rail lines as set forth in Bxhibits D-1, D-2 and D-3, Exhibits D-1, D-2, and D-3 may be updated from time to time by the Bxeutive Directors or their designees upon fourteen (14) days written notice to Petmittee.

13.2 Alameda Corridor, If an emergency should aiise requiring immediate attention for.PermitAreas inthe AlamedaCorridor, Permittee shall call themaintenance contractor for the Alameda Corridor Transportation Authority ("ACTA"), presently Railworks at (323) 490- 0671 (afterhours, (646) 584-26I9);theACTAConstnictionandMaintenanceManagerat(323) 855- 8068; ACTA at (562) 247-7777; and Pacific Harbor Line's ("P:[-IL'=) Badger Bridge at (310) 830- 0660.

13,3 Pacific Harbor Line, If an emergency should arise requiring immediate attention forPermit Areas in the Pacific HarborLine, Inc. right-of-way, Permittee shall call PHL's BadgerBridge at (310) 830-0660, the ACTAConstruction and Maintenance Managerat(323) 855- 8068, ACTA at (562) 247-7777 and Highball Signal at (310) 961-1122.

13,4 Union Pacific Railroad Compqy, If an emergency should arise requiring immediate attention forPermitAreas inthe UnionPacificRai}road Company right-of-way (Former San Pedro Branch), Permittee shall call the Union Pacific Police at (888) 877-7267.

14, INDEMNIFICATION, Permitteeshallindemnify,defend(usingcounselselectedby the Cities) and hold harmless: (a) the Cities; (b) ACTA; (c) the Railroads; and (d) each of their respective council members, mayors, trustees, boards, officers, employees, agents, contractors, property managers, representatives and designees (collectively, "Indemnified Parties") from and against any and all actions, suits, proceedings, claims, demands, damages, loss, liens, costs (includingcourtcostsandattorneys' feesincludingtheallocatedcostofin-housecounsel),expenses or liabilities, of any kind or nature whatsoever, for injury to or death of persons or damage to property, including property owned by or under the care and custody of the Cities, which may be brought, made, filed against, imposed uponorsustained by theIndemnified Parties, or any ofthem, and arising from or attributable to or caused by any acts or omissions of Permittee or any of tlie Indemnified Parties relating to or arising out of the Permit Areas, or by reason of any actual or asserted failure ofPermittee to keep, observe orperform any proyisionofthis Permit, exceptto the extentthat suchinjury, death or damage is caused bythe active negligenceor willful misconductof thelndemnifiedParticsoranyofthem. Theindemnityrequiredhereinshallsurvivetherevocation, termination or expiration of this Permit,

15. INSURANCE,

15,1 Therequiredinsuranceandthedocumentsprovidedasevidencethereofshallbe inthenameofthePermittee, Ifpoliciesarewrittenwithaggregatelimits,theaggregatelimitshall be at least twice the occurrence limits or as specified below:

Page 11 of 21

lLG= 15,1,1 Cominercial General Liability. Commercial General Liability insurance sliall be provided on Insurance Services Office (ISO) CGL Form NO. CCT 00 01 or the equivalent, including provisions for defense of additional insuteds and defense costs in addition to limits. Policy limits shall be no less thari Five Million Dollars ($5,000,000) per occurrence for all coverageprovidedandTenMillionDollars($10,000,000)generalaggregate, Thepolicyshallnot limitcovetagefor the additionalinsured to "ongoingoperations" orin anyway exclude coveragefor completed operations. Coverage shall be included on behalf of the insuredfor claims arising outof the actions of independent contractors. The policy shall contain no provisions or endorsements limitingcovei:ageforcontractualliabilityorthirdpartyoveractionclaims, anddefensecostsshallbe excess ofliinits, IfthePerinitteeutilizes Subcontractorsthepolicy mustinclude workperfonned "by 01' 011 belialf' of thePermittee, Coverage shall apply on aprimary non-contributing basis inrelation to any other insuranceorself-insurance, primary or excess, availableto eitherCity or any employee or agent of either City. Coverage shall not be limitedto thevicarious liability orsupervisory role of any additional inSuredl COvelage ShallllOteXClude COntraCtual liability,te58triCt COveragetO the Sale liability of the Permittee or contain any other exclusion contrary to the Permit.

Coyerage shall contain no contractors' limitation or other endorsement limiting the scope of coverageforliabilityarisingfromexplosion,conapse,orundergrorindpropertydamage. Covetage shall be provided for property damage or bodily injury that occurs on or within fifty (50) feet of railroad property using ISO CG 24 17 (10 01) or its equivalent.

If this coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the Permit and continuous coverage will bemaintained or an extendedreportingperiod will be exercised for a period of at least three (3) years from termnation or expiration of this Permit.

The policy of insurance required above shall be endorsed as follows:

AdditionalInsured: TheIndemnifiedPaitiesshallbeaddedas addjtionalinsuredwith regard to liability and defense of suits or claims arising from the operations and activities performed by or on behalf of the Named Imured using ISO Forms CO 20 10(2004)andCG2037(2004)ortheirequivalent, AdditionalInsuredendorsements shallnot: 1)belimitedto"on-goingoperations",2)exclude"ContaetualLiability", 3) restrict coverage to the sole liability of the contractor, or 4) contain any other exclusion contrary to the Pertnit.

Cancellation: The policy shall not be cancelled or the coverage reduced by endotsement until a thirty (30) day advance written noUce of cancellation has been served upon (:lie Executive Directors, except ten (10) days advance notice shall be allowed for non-payment of premium,

15.1.,2 BusinessAutomobileInsurance, AutomobileLiabilityInsuranceshall be written On ISO Business Auto Coverage Form CA 00 01 or the equivalent, including symbol (1) (anyAuto), LimitshallbenolessthanOneMillionDollars($1,000,000)combinedsinglelimitper accident, Coverage shall apply onaprimary non-contributing basis inrclation to anyotherinsurance or self-insurance, primary orexcess, available to ei.ther Ci(y or any employee oragentof either City, If Permittee does not own any vehicles, this requirement may be satisfied by anon-owned vehicle endorsement to the general and umbrella liability policies provided that a separate policy limit is Page 12 of 21

17 provided for this coverage a.s required by tliis contract.

The policy of insurance required above shall be endorsed as follows:

AdditionalInsured: TheIndemnifiedPartiesshatlbeaddedasadditionalinsuredwith regard to liability and defense of suits or claiius arising from the operations and activities performed by or on behalf of the Named Insured. Additional Insured endorsements shall not: l) be limited to "on-going operations", 2) exclude "Contractual Liability", 3) restrict coverage to the sole liability of the contractor, or 4) contain any other exclusion contary to the Permit.

Cancellation: The policy shall not be canceIled or the coverage reduced by endorsement until a [hirty (30) day advance written notice of cancellation has been served upon the Executive Directors, except ten (10) days advance notice shall be allowed for non-payment of preinium.

15.1,3 Pollution Legal Liability Insurance, Pollution Legal Liability insurance shall be provided on a Pollution Legal Liability policy form or other policy form acceptable to Cities providing coverageforliability caused by pollution conditions atising outofthe OPERATIONS ofPermitteei Co'verage Shall apply tO bOdity injuly; property dalllage, including 1088 0f use of damaged property or of property that has not been physically injured; cleanup costs; and defense, including costs andexpenses inctuaredin theinvestigation, defense, orsettlementofclaims. The policy lii'nit shall be no less than OneMillion Dollars ($1,000,000) per claim and One Million Dollars ($1,000,000) general aggregate, All activities contemplated in the Permit shall be specifically scheduled on thepolicy as "covered operations." Coverage shall be included on behalf ofthe insured fota coveredclaims aiising outofthe actions ofindependentcontractors, If the insured is using SubconLractors the policy must include work performed "by or on behalf" of the insured, Coverage shall apply on a pary non-contributing basis in relation to any otherinsurance or self- insurance, primary or excess, available (o either City or any employee or agent of either City.

If this coverage is written on a claims-made basis, the retroactive date shall precede the effective date of thePermit and continuot'is coveragewill bemaintained or an extended reporting petiod will be exercised for a period of at least tbree (3) years from termination or expiration of this Permit.

The policy of insurance required above shall be endorsed as foilows:

Addttional Insured: The Indemnified Parties shall be added as additional insured with regardtoliability and deferise ofsuits orclaims arisingfrom tlieoperaUons andactivities perforined by oron behalf oftheNamedh'isured, Additional Insured endorsements shall not: 1)beliinitedto"on-goingoperations",2)exclude"ContractualLiability",3)restrict coverage to the soleliability of the Permittee, or4) contain any other exclusion contraiy to the Permit.

Cancellation: Thepolicyshallnotbecancenedorthecoveragereducedbyendotsement until a thirty (30) day advance written notice of cancellation has been served upon the Executive Directors, except ten (IO) days advarice notice shan be allowed for non- payment of premium.

Page 13 of 21

16 15.1,4 Workers' Compensation. Workers' Compensation Insurance, as required by the State of California, and Employer's Liability Insurance with alimit of not less thaii One Million Dollars ($1,000,000) per accident for bodily injuiy and disease,

Tbe policy of insurance required above shall be endorsed, as follows:

Wai'verofSubrogation: Awaiverofsubrogationstatingthattheinsurerwaiyesalliights of subrogation against the Indemnified Parties.

Cancellation: Thepolicyshallnotbecancelledorthecoveragereducedbyendorsement until a thirty (30) day advance written notice of cancellation has been served upon the Executive Directors, except ten (10) days advance notice shan be allowed for non- payment of premium,

15,2 General Requirements

15,2,1 Deductible/Self-Insured Retention. Any deductible or self-insured retention mustbe approvedinwriting by bothExecutiveDirectors and shallprotecttheIndemnified Parties in the samemannerandto the same extent as they wouldliave beenprotectedhad the policy or policies not contained a deductible or self-insured retention, Any deductible or self-insured retention must be approved in writing in accordance with the insurance guidelines of both Cities.

15.2.2 Eyidence of Insuronce.

15,2,2,1 City of Long Beach, The Permittee, concurrently with the execution of thePermit, and as a conditionprecedenttothe effectiveness thereof, shall delivereither endorsements on forms approved by the City of Long Beach acting by and through the Board of Hgbor Commissioners ("Evidence of Insurance") or certified copies of the required policies containing tlieterms andconditions required by this contract to the Executi'veDirectorofthePortof Lorig Beach for approval as to sufficiency and to the City Attorney of the City of Long Beach for approval as to form.

NOTE: CopiesofapprovedendorsementformscanbeobtainedfromthePortofLongBeach website at:

http://www,polb,coin/economics/formspermits/insurance,asp 15,2,2,2 CityofLosAngeles. FortheCi(yofLosAngeles,electronic submission is the required method of submitting Permittee's insurance dociunents, Permittee's insurance broker or agent shall register with the City's online insurance compliance system KwikComply at https://kwilccornply.orJ and submit the approptiate proof of insurance on Permittee's behalf.

Uponrequest bythe City ofLos Angcles, Permittee shallfurnish acopy of the binder of insurance and/or a full certified policy for any insurance policy required herein, This obligation is intended to, and shall, survive the expiration or earlier termination of this Permit,

Page 14 of 21

(q 15,2,2.3 BothCities. Atleastfifteen(15)dayspriortotheexpitation ofanysuchpolicy, evidenceofinsuranceshowingthatsuchinsirancehas beenrenewedorextended shallbefiledwiththeExecutiveDirectors. Ifsuchcoverageiscancelledorreduced,Permitteeshall, within ten (10) days afterreceipt of writtennotice of suchcancellation orreduction ofcoverage,file with the Executive Directors evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or coinpanies

15,3 Failure tO Maintain Coverage. Permittee agrees tO suspend and cease all operations hereunder during such period of ttme as therequired insurance coverageis not in effect and evidence of insurance has not been appro'ved by the Cities,

15,4 Acceptability of Insurers, Each such policy shall be from a company or companies with acurrentA,M. Best'srating ofno less than A:VII, and authorized to do business in tlxe State of California or otherwise allowed to place insurance through surplus line brokers under applicableprovisionsoftheCaliforniaInsuranceCodeoranyfederallaw, Anyotherratingmustbe approved in writing m accordance with the insurance guidelines of both Cit'es.

15,5 Contractual Liability. The coverage provided shall apply to the obligations assumed by the Permittee undertheindemnity provisions ofthis Permit butthis insuranceprovision in no way limits the indeinnity provisions and the indemnity provisions in no way limit tliis insurance provision.

15.6 . Not more frequently than once each year, if in the opinion of either Executive Director the COVerageS Of the limits of insurances desctibed in this Paragraph are not adequate, Permittce shall modify the insurance coverage or increase the limits as tequired by either Executive Director,

1.5,7, AccidentReports, PermitteeshallreportinwritingtoCitieswithinthirty(30) days after it, its officers ormanaging agents haveknowledgeof anyaccidentoroccurrenceinvolving death of orinjury to any personorpersons, ordamagein excess ofFiftyThousand Dollars ($50,000) to property, occurring upon the Premises, or elsewhere within the Harbor Districts, if Permittee's officers, agents or employees are involved in such anaccident or occurrence while rindertaking the pertni(ted uses. Such repott shall contain to the extent available: (1) the name and address of the persons involved; (2) a general statementas to thenature andextentofinjury ordamage; (3) thedate acid hour of occurrence; (4) the names and addresses of known witnesses; and (5) such other information as may be known to Permittee, its officers or managing agents.

16, TAXATION. THIS PERMIT MAY CREATE A POSSESSORY INTERBST IN FAVOROFPERMITI'EE,WHICHMAYBESUBJECTTOTAXES, PERMITTEESHALLPAY, PRIOR TO DELINQUENCY, ANY SUCH TAXE8, AND ANY OTHER ASSESSMENTS OF WHATEVER CHARACTER LEVIED UPON ANY INTBREST CREATED BY THIS PERMIT. PERMITTEBSHALL ALSOPAY ALLLICENSE ANDPERMITFEESRBQUIRED FORTHE CONDUCT OF ITS OPERATIONS. PERMITTEE SHALL DELIVBR SATISFACTORY EVIDENCE OF ALL SUCH PAYMENTS TO EACH EXECUTIVE DIRECTOR UPON DEMAND.

Page 15 of 21

10 17, NOTICE, Any notice, demand, request, consent or communication that any party desites or is required to give to the other parties shall be in writing and either be served personally, by facsimile transmission with electronic yerification of transmission, or sent by prepaid, certified mail, addressed as follows:

To the Cities: Executive Director Long Beach Harbor Department p,o. Box 570 Long Beach CA 90801 Fax No,: (562) 283-7451

And: Executive Director Los Angeles Harbor Department 425 South Palos Verdes Street San Pedro, CA 90731 Fax No.: (310) 831-6936

With copies to: Director of Real Estate Long Beach Harbor Department p.o, Box 570 Long Beach CA. 90801 Fax No.: (562) 283-7451

Port of Los Angeles 425 South Palos Verdes Street Post Office Box 15]. San Pedro, CA 90731 Attention: Director of Cargo/Industrial Real Estate Fax No.: (310) 547-4611

Cal Pacific Land Services, Inc. 7245 Garden Grove Blvd., Ste. M Garden Grove, CA 92841 Attn: Ports' Property Manager Fax No,: (714) 799-0500

Or such other Property Management firm as may be designated by the Cities from time to time.

To Permittee: City of South Gate 8650 California Ave. South Gate, CA 90280 Attn: Public Works Director Phone: (323) 35'l-9657 Fax: (323) 563-9572

Page 16 of 21

'At Any par(:y may change its address by notifying the other paities of the change of address in accordancewiththisParagraph, Noticeshallbedeemedcommunicatedupondeliveryifpersonally served or given by facsimile transmission and wit seventy-two (72) hours from the time of mailing if mailed a,s provided in this Paragraph.

18, NODISCRIMINATION. Permitteeagrees,andasaconditiontothecontinuanceof this Permit, that it shall not discriminate in its employment practices against any employee or applicantfor employment because ofthe employee's orapplicant's tace, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status, domestic partnet status or medical condition orin any mannerprohibited by any applicablelaw, inclt'iding any laws established by the Cities. Permitteeherebyagreestocomp!ywithallreportingrequirementsrelatedtosuchlaws. Any COntraCtS relating to the Permit *eaS entered intO by Permittee shall contain this provision, The provisions of Section 10.8,4 of the Administrative Code of the City of Los Angeles are attached hereto as Exhibit E, and are hereby incorporated herein and made a part hereof.

19, CONFLICT OF INTEREST. It is understood and agreed that the parties to this Permit have read and are aware of theprovisions of Sections 1090 etseq. and Sections 87]00 etseq. of the Ciovernment Code relating to conflict of interestof public officers and employees, as well as the conflict of interest policies of the Cities. All pities hereto agree that they are unaware of any financial or econon'iicinterest of any public officer or employee of the Cities relating to this Petmit, NotwithstandixiganyotherprovisionofthisPermit,itis fur[herunderstoodandagreedthatifsucha finaiicial interest does exist at the inception of or at any titne duiing the continuance of this Permit, the Executive Director of either City may immediately terminate this Peimit by givitig notice to Permittee. Termination pursuant to this Paragraph shall not be termination by forfeiture,

20, MISCELLANBOUS PROVISIONS,

20.1. Effect of Wpiver. No waiver by any party at any time of any terms or conditions of this Permit shall be a wiver at any subsequent time of the same or any other term or condition, The acceptance of a late Peitnit Fee by the Cities sl'iall not be deemed a waiver of any other breach by Pcrmittee of any term or conditionof this Perinitother thaii the failure of Permittee to make timely the particular payment so accepted.

20,2 Termination of Prior Agreements. This Permtt supersedes Agreements described inExhibitA or subsequentExhibit A(x) to the extentof theFacilities described inExhibit A or subsequent Exhibit A(x), each as of the effective date of this Permit. This Permit shall not operate to extinguish the indemnity and hazardous materials and premises restoration obligations imposed by said Agreements.

20,3 Costs of Cities, Whenever this Permit requires Permittee to reimburse the Cities for costs of the Cities, such costs are agreed to include all direct and indirect costs which the Cities incur whetlier with the Cities' own forces or with independent contractors. These costs include salaries and all other costs the Cities incur for their employees, including attorneys, all material and equipment costs, together with an adtninistratiye handling charge and allocation of genera] overhead expense as determined by the Cities in good faith.

Page 17 of 21 20.4 No Joint Venture. Nothing contained m this Permit shall have the effect of creating a joint venture or partnership between or among the parties, or of tendering one liable for any of the debts or obligations of any otlier, unless expressly provided in this Permit. Further, nothing contained in this Permit shall have the effect of creating a joint venture or partnership betweentheCities orto render either ofsuch entitiesliableforthe debts, obligations or actions ofthe other, nor shall either the City of Los Angeles or the City of Long Beach be liable or responsible hereunderfor any default, failure ofperformance, action orinaction of the other solely as aresultof tbis Permit,

20.5 Actions of the Cities. ALI actions (except as otherwise specified in this Pennit), approvals, decisions and consents of tlie Cities underthis Permitshallrequireaieconsentof boththe City ofLos Angeles and the City of Long Beach in the Cities' sole and absolute discretion,

20.6 Governinz Law; Venue, This Permi( shall be governed by and construed in accordance with the laws of the State of California, without reference to the conflicts of law rules and principles of such State. The parties agree that all actions or proceedings arising in connection with this Permit shall be tried and litigated exclusively inthe State and Federalcourts locatedin the County of Los Angeles, State of California, in the judicial district required by court rules. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising outof thisPennitin any jurisdiction other thanthat specifiedin thisParagtaph, exceptthattheCities or either of themmayin theitsole and absolute discretionfile and pursue actions in otherforums.in order to obtain such relief as the Cities ot either of them deem appropriate.

20,7 Constiuction:Headinzs, ThelanguageinallpartsofthisPermitshallbeinall cases construed simply according to its fairmeaning andnot strictly for or against any oftheparties. Paragraph headings in this Permit are solely for convenience of reference and shall not govern (he interpretation of any of the provisions of this Permit. Whenever required by the context of this Permit, the singular sliall include the plural, the plural shall include the singular and the masculine, feminine and neuter genders sliall each include the otlier. References in this Permit to days shall mean calendar days unless otherwise expressly provided.

20,8 Severability. Each provision of this Peimit shall be interpreted so as to be effectiveand'validtothefullestextentpossible. Intheevent,however,thatanyprovisioncontained herein shall for any reason be held invalid, illegal or unenforceable in any respect, then, in order to effectthe purposes of thisPermitit shall be construed as if such provisionbad neverbeen contained herein,

20.9 Amendments. TisPermitshallnotbeAltered,modified,oramended except by aninsttumentin writing, agreedto and signed by all parties. Any such alterations, modifications, or ametidments are subjectto all applicableapprova] processesrequiredby, withoutlimitatton, either of the Cities' Chaiter and Administrative Codes,

Page 18 of 21

23 20,ILO , Permittee shall pay or cause to be paid all costs and charges for work done by it or caused to be done by it in, on, or to the Permit Areas and for all materials furnishedfororinconnectionwithsuchwork, PermitteeshallkeepthePermitAreasfreefromany mechanics' liens, vendors' liens or any other Iiens arising out of any work performed, materials furnishedorobligationsincurredbyPermittee. Intheeventtliattheteshallberecordedagainstthe Permit Areas ortheproperty of whichthePermitAreas are apart any claimorlienarising outof any suchworkperformed, materials furnishedorobligations incurredbyPermittee and suchclaim orlien is notremoved ordischarged, or Perinittee has notprovided a bond therefor, within ten (10) days of finng, the claim orlien shallconstitute a defaulthereunder andthe Cities shallhave therightbutnot the obligation to pay and discharge the lien without regard to whether such lien shall be lawful or correct. Nothing contained in tliis Permit shall be deemed the consent or agreement of the Cities to subject the Cities' interest in the Perinit Areas to liability under miy mechanics' or other lien law.

20,11 S. Except for signs, marl6ngs and notices requited by agencies with jurisdiction, Permittee shall not install, place, inscribe, paint or otherwise attach any sign, advertisement, notices, marquee orawning on any part of the Permit Areas withouL thepriorwritten consent of the Cities.

20.12 Security Measures. Permittee hereby acknowledges that the Permit Fee payable tothe Cities hereunder does not includethecost of guard serviceorother security measures, and that the Cities have no obligation whatsoever to provide security. Permittee assumes ail responsibility for the security and protection of the Permit Areas, Permittee, its agents and invitees and their property from the acts of third parties.

20.13 Small/VerySmallBusines5EnterpriseProzram. ItisthepolicyoftheCityof Los Angeles to provide Small Business Bnterprises (SBE), VerySmallBusiness Enterprises (VSBE) and Minoiity-Owned, Women-Owned, Disabled Veteran Busiriess Enterprises and all Other Business Enterprises (MBE/WBE/DVBE/OBE) an equal opportunity to participate in the performance of all City of Log Angeles contracts in all areas where such contracts afford such participation opportunities. Pertnittee shall assist the City of Los Augeles in implementing this policy and shall use its best efforts to afford the opportunity for SBBs, VSBEs, MBEs, WBEs, DVBEs, and OBEs to achieve participation in subcontacts where such pgticipation opportunities present themselves and attempt to ensure that all available business enterprises, including SBEs, VSBEs, MBEs, WBEs, DVBEs, and OBEs, have equal pmticipation opportunities which mightbe presented under the Permit.

20,14 Service Contract Worker Retention and Living Wage Policy, The Board of Harbor Commissioxicrs of the City of Los Ange]es adopted Resolution No, 5771 on January 13, 1999agreeingtoadopttheprovisionsofLosAngelesCityOrdinanceNo. 171004relatingtoService Contract Worker Retention (SCWR) as the policy of the Harbor Department, Further, Charter Section 378 requires comp]iance with the City's Living Wage (LW) requirements. Permittee shall conyplywiththesepolicieswhereverapplicable. Violationofthisprovision,whercapplicable,shall entitle theCity of Los Angeles to terminate this Permitand otherwisepursuelegalremediesthatmay be available.

Page 19 of 21 20.15 Deleted.

20.16 Manazer; Representatives. The Cities may designate one or more property managers, representatives, designees or employees to serve as their respective contact person or personsforpurposesofthisPermit. Permitteeagreestocooperatewithanyotherpersonsorentities occupying, managing, using or performing work on the various portions of the Pertnit Areas, including but not limited to ACTA and its designees.

20,17 EqualBenefitsPolicy, TheBoardofHarborCommissionersoftheCityof Los Angeles adopted ResolutionNo. 6328 on January 12, 2005, agreeing to adopttheprovisions of Los Angeles City Ordinance 172,908, as amended, relating to Equal Benefits, Section 10,8.2.1 et seq.oftheLosAngelesAdministrativeCode,asapolicyoftheHarborDepartment, Pemitteeshall comply with the policy wherever applicable, Violation of the policy shall entitle the City to terminate this Perinit with Permittee and pursue any and all other legal remedies that may be available,

21. ADDITIONS. ThereisattachedtothisPettnitanaddendum,consistingofnumbered ParagraphsN/A, inclusive, the provisions of which aremade apartof this Permit as thoughsetforth herein in full.

22. DELETIONS. Paragraph20.15isdeletedandisnotconsideredaspartofthisPerrnit, and it is so marked.

23, COUNTERPARTS, This Permit may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

"PERMITTEE" CITY OF SOUTH GATE, a Califotnia municipal corporatioB

Name:

Title:

Date: , 20

Page 20 of 21 "CffIES"

THE CITY OF LONG BEACH, a municipal coiporation, actirig by and through its Board of Harbor Commissioners

, 20 - BY: Mario Cordero Executive Director Long Beach Harbor Department

Approved as to form this day of , 20 -

CHARLES PARKIN, City Attorney

B7: David R, Albeis, Deputy

THE CffY OF LOS ANGELES, a municipal corporation, acting by and through its Board of Harbor Commissioners

, 20- BY: Eugene D. Seroka F,xecuti'ye Director LOS Angeles HarborDepartment

Attest: Sectetary

Approyed as to form and lcgality this day of , 20 -

MICHAEL N. FEUER, City Attorney Janna B. Sidley, General Counsel

B7: Heather M. McCloskey, Deputy

Page 21 of 21

ltp Extbibit A City of South Gate Facitities on Port of Long Beach/Port of Los Angeles Jointly Owned Railroad Rights of Way

MJRP Former Exhibii B Railroad Joint Ports POLB No. Date of La'igth Width Annua! Fee Index MiIe Post Loca!Jon Facility Description Lease Audit Feicil§ Staius Map No. Righf of Way Fi)e Number HD- . Oaxiparq (ft-) (fL) No. No_

uPRR Sen 20" Casing with Traffic 1 B-1 N/A 7.52 Atlantic Ave. N/A N/A New Facility New Fa61ity 135 6 Pedm Sub Control Wiring $0 m

LJPRR Sen A$centto Eledrical Servim Cabiet 2 B-2 N/A 8.00 Mason St N of N/A N/A New Fa61ity New Facflity !O 8 Pedro Sub for Traffic Control Wiring $0 m Firestone Btvd.

UPFIR San Firestone B)vd. 20" Casing and Condu?t 3 B-3 N/A 8.06 N/A N/A New Factlity 440 6 $CI (1) Pedro Sub / Firestone PI. 'for Traffic Control Wiring New FacTl$

UPRR Sen Si*walk & (,urb, New, on 654 4 B-4 N/A 8_10 Fireatone . N/A N/A New Facility New FacHity N/A $0 Pedro Sub S side SqFt m

UPRR Sen Sidewaik and Pedeshtan 480 5 B-5 N/A 828 Rayo Aye. N/A N/A New Facimy New Factlity N/A $0 Pedro Sub As, N Side SqFt m

UPRR San Urderground 10" Cast HD-5438- 6 B-6 P-00635 7.52 Atlantic Ave. 80962 a/25/1953 Active 120 5 $2,000 Pedro Sub Iron Wafer Pipeline 133

underground GO' L)PRR Sen HD-5438- 7 B-7 P-00636 8-03 Mason St. Coraigated Metal SiOrm 84051 1 2/1/'t954 Amve 80 7 $0 Pedro Sub 132 m Drain Pipeline

Undergmund 30' UPRR San HD-5438- 8 B-8 P-00629 8.13 Branyon Ave. Corrugated Metal Storm 78946 10/2/1952 Act*e 90 7 $0 Pedro Sub 135 m Drain Pipeiine

LIPRR Sen S of Branyon Underground 2' Steel HD-5438- 9 B-9 P-00631 8.16 7?922 8/20/1949 AcUve 80 5 $2,000 Pedro Sub Ave. Water PipeUne 136

LIPRR San Pedestrian Sidewalk, Not 485 TO B-10 TBD 8_29 Rayo Ave. N/A None Adive N/A $0 (f) Pedro Sub S Side Available Sqft

5/28/2021 IOf 2 hlblt Prepared by: Cal Pa6ffc Land Services, Inc MJRP Former ExhtR B Railroad Joint Ports POLB No. Date of Length Width Annual Fee lndex Mile Post Loaation Facility Description Lease Audk Facility Status Map No. Right of Way File Number HD- Occupancy (ft.) (ft) No. No.

uFRR Sen San Lake Ave. Undergrourid 30' Iron HD-5 € 11 B-1 -i P-00633 8.48 79089 11/17/1952 Actme 80 7 $0 m Pedro Sub & Wood Ave_ Storm Drain Pipeline 134

SE of 1-710, uPRR San HD-5438- 12 B-12 F'-00674 8-9? NW a % Private Road Crossing 73M2 2/15/1954 Active 80 30 $7,680 Pedro Sub 99 Hondo Channel

SE of 1-7iO, Undegound 2' Cast kon UPRR San HD-5438- 13 B-13 P-00628 8.9t NW of Rio Waier Pipeline in 4" Steel 851 96 9/30/1960 /Jve 84 5 $2,000 Pedro Sub 137 Hordo Channel Casing

SE of 1-710, Ur+derground 480 kV LIPRR San HD-5438- 14 B-t 4 P-00627 8_92 NW of Flio Powerline in 6" Steel 159714 2/25/4992 Active 84 5 $2,000 Pedro Sub 224 Homo Channel Casing

Not 15 & uPRR San 9.41 & lmperiai (1) 15 B-15 N/A Sidewatk & Paving N/A N/A Available/ j)ie 33 $0 Pedro Sub 9.43 Highway New Facility SqFt

Not UPRR Sen tmperial '12" VCP Saralary Sewer 16 B-16 N/A 9_42 N/A N/A Available/ Adive 57 $0 m Highway in 1 jo' Stee{ Casing Pedro Sub New Faci(tty

TOTAL His,eao

(1) Fee aba!ed f(! %X'esent use. 171 the eVent the tFie % CheUnged, FEEDS Will r in aCCOrdance With brms Of fl'ffl MJRP.

2 of 2 Exhibf Prepared by: Cal Pacffic Land Services, Trc 5/28/2 €)21 EXHIBIT B-1 }

PATATA 8T

:--__. up""'RteH70pwxy

%, S % %

%% X % ,

(,omnol Wlrlng - See Datall % X SCCHEOHUTLREoOLwFTisWixeFl0 % % 2 -4' ComultforTrsfilo Control Wlrln0 X 1-j - 2"3' ConduitRemrved for forFulum Fulure RR Traffic Intermnned 810nal Wmt.onneaf Wlring

%% X ChangeaWlfing ay Addltlons Wlll Requlre Appronl

%% %% X ,Ry3H1'PL X %s %,'S % %

S % % S', % % ',, %% S 'p % % % % S '; '- S % TrafffaConlmlWklnq Z __ s -l 20'Caslng @d '%% MP7.62 0 s% > '- § S % 'Si % %% X

%% '%%1

DETAIL NO SCALE

D]8TANCE IN JOINT PORT8' ROW: 135' ' I d l) PORT OF LONG BEACH/PORT OF LO8 ANGE_LES 1,Illtill #-(0%' n'% En'%;. 100' .. i! * _ K f?=% I ' , .... ' 'J Zi?a """"' f'lTV l'l(_ Of%l ITLI la5ATC. I_al l l lJr l)IJIJ I n l;Ill I C

1" = 100' IM-P""-I 1. '1,; I.'FCIRMERUPRR Ii AS ThisExhibltlsnotarepresentatlonorwarrantyoftheextentof, I Ishxpaonomi i EiHOWNl"o------CITY ffl or boundaries of, the Ports' Property. i!J,v, I 80UTH GATa LOEI ANQELEB

OATB 8HEaTN[l- Ports' ROW Delineated by ------J! 71M20la s a"At,SHOWN Il"::;:" "7' I I

lg EXHIBIT B-2 -, i

1% X Electrlaal 8ervlw Cablnel rot % X 7(afflt. Control Wlring s / (8'Xl0'AreatoAllow8ervlalng)

< X / X%MP8.00 % % SS %% %% 4%. # 'V,5i % X O% % 'ks % "aS% % % % % ptRE-STONE ""

% y F1RE87'ONEBLVD % % - %

X% % % %

( sl% % % % 'Sl s s ,S ,,,36 % s s,N"o" X % / % %

's% % %1 %

DETAIL NO SCALE AREA IN JOINT PORT8' ROW: 80 8Q FT

g, PORT OF LONG BE:ACH/PORT OF LO8 ANGELE8 60' :25' O' 50' $00' Mac Q _;R "" "'a 7% I Y'V late el r% I IT Ll rA A ff(; ul I T IJr OtJLI I n 137% I C

1" = 100' aii II M? I PllBL+lY i A8 I FORMER UPRR I 48 8K)Wt4 i SHOWN This Exhibit is not a representation or warranty of the extent of, sm pmno BR I Htlu!-t (fV aDllllT/ or boundaries of, the Ports' Property, E 14 SOUTH (.ATE LO8 ANGaff8 Ports' ROW Delineated by ------b' oa'is i ale!T )K). E I 'rmmv> ' s sa'tA"!l 8HOWN Il"':a=';" -'T" Ii I EXHIBIT B-3

S % %

SCHEDULE OF TRAFFIC S CONTROL WIRING % ' 1-4"ComuitmlhTrafflr.OormolWkm0 % % 1-2'G'ondultforRRlnbirwnnedWlr)ng 1- 2' G'onduil for Traffla 81gnal hterconnecl Winn0 X X 1-4'Spareaonduit % % % % (.hanges, Addlllons, or Use of 8pare Comuil 4, X X Wl)lRequlreAppnCn/al IB 1 S ol " %S *%* % % ) - % M'- RESTONEPL riaffloCmtrolWlrlng Fl In 20" C,ml MP 8.08

I

'%i ""E8"ONE BLVD % % - -

X%% %% " 'S, % S % % % S s s ,S ,,36 s s spN"o" X % % / % % _,/ X %/ s % % 'S, ss DETAIL NO SCALE

D18TANCE_ IN JOINT PORTS' ROW: 140'

d 4:i PORT OF LONG BEACH/PORT OF LOS ANGELES 50' 25' O' 50' 100' ffi h Q _;t!l 'a" f'llT'V /'%(_ Ola%l ITu 1'5ATC_ (il I T (Jr glJlJ I n IJ/at l(: 1"= 100' I iip I PllellffY FORMER UPRR I A8 I MN PEDRO BR i 8HOWN , ii AE18HOWN This Exhibit is not a representation or warranty of the extent of, 'jli:!Ill CX)11)TIY or boundaries of, the Ports' Property, 80uTH GATE LO8 AN%LE8 aallku OAT! ROW AEI 8HOWN Ports' Delineated by ------'g',!j""s 1"7=;':" -':" I 7/212016 la"-"' EXHIBIT B-4

"'S%I1 %% S

'b% % s% SS %% %% % 4t X X ',. a%'l '% S 'y o/? ', % 'y a> %

%y %% %% """"" FIRESTONEPL

% F/j"i5srONEBLVD

Pedeatrlan81dewalk&CurbRamp X " 854 % % MPa.iD % % ' SS a %% s % S s % ,',., B,O,,,Be S % \} 'S, s 'S

% ,

',- % DET All NO SCALE

AREA IN JOINT PORTS' ROW: 654 SQ FT

d g5 PORT OF LON(5 BEACH/PORT OF LOS ANGELES 60' 25' O' 50' !00' !J S n_':§ lyHurnel - - -- a - - a- aao a 'a-a a a a a-a'- [;I I Y L)Th 8()U I h (jA I E 3mla, 1' = 100' , ,6- FACILITY 'AS FORMER UPRR At 8HOWN This Exhibit is not a representation or warranty of the extent of, 8AN PEDRO SR EiHOWN q§ G(aOTIY 00u)nY or boundaries of, the Ports' Property. V i SOUTH GATE LOB ANGELE8 Ports' ROW Delineated by ------I T11DMA8 eullIl€ RaVlalON g,,%oA8 8HCWN 705 83 1 1"'77212(1%l"'-"o

3Z EXHIBIT B-5 as S % % l S s "\ % % % 'Si s S % % l \'\ l % %

%\ , 'r<"'!i - xO Sldewalkand\ \ @ Pedeslilan Mcess I 480 +/- 8qFt MP 8.2B

/ /1 \ (

l LADyypROW

l % l l

\\ l l 1 s

\\ l % l s \\

AREA IN JOINT PORTS' ROW: 480 8Q FT

!1, PORT OF LONG BEACH/PORT OF LOS ANGELES 50' 25' O' 50' !00' dffS a_ -;* p"""= fllTl/ f%t_ ()f%l I'T'LI fl llll_ [+l I T tjr O(AI I n Cl/l I C. ilMR 1" = 100' ivi I PAi.lktlY MPAS ,i FORMER uPRR I A38HOWN sq pgom BR II SHOWN I This Exhibit is not a representation or warranty of the extent of, §N?.,iaTf eOllllTY or boundarieB of, the Ports' Property. 801ml GATE LO8 AN(IELE8 l' ffl nvlal5H DATR Ports' ROW Delineated by ------d A8 8HOWN l"':;="" 'trmowi l"=""

33 EXHIBIT B-6

'-,-

PATATA ST

N'a UPRRRIGHTOFWAY . %

%% '%% %% I

%% X %

% X lMo'P c,asa; Iron WalW Plpe % S%% X'\,

%% %s X WRIGHI P' X %% %% X %%

SS %% %% X >a % %

';z '- S a

0 s% >< X In %, '%%

DET AIL "o 8CALE GIST ANCE IN JOINT PORTS' RO!/V: 120'

g, PORT OF 10NG BEACH/PORT OF LO8 ANGELE8 60' ,, 28' D' 60' 1[K)' d -% Q aatffl """'a IIITI/ fij C%/'II ITLI /1 A?1_ ul I T ljr OtJlJ I n IJ/I I C

1' = 100' ! 51tl g All II MP FORM!R ljPRFt IIM This Exhibit is not a representaUon or warranty of the extent of, Iff RAN PEDRO BRii sHoWN l"------Ctff IX)lNffi or boundaries of, the Ports' Property, 801flH GATE LQSAN(laEB aojj, REVI!lffiil" Ports' ROW Delineated by ------,8 i9HEET NO. sa'A':issowii II",:.a;" 2 l"':-.. I

34 EXHIBIT B-7 S %% 30" CMP 81oim Dmln S MP 8.03

'% % %% SS '% %

*+X,, S S%%s %) %S %% aaa FIRESTONEPL

% %% F//95srONEBLVD % '% -

X%% %% . ' S'S, % % % %

'St % s ,S # s s \, epsNo" X, %X % I _,,/ X %/ % % % 'S. -.

DET AIL NO SCALE

DIST ANCE IN JOINT PORTS' ROW: 80'

!, PORT OF LONG BEACH/PORT OF LOS ANGELES 80' 25' O' , 50' 100' MA. El -;!G """'a /% I Yl/ I%r_ el 111 laltJ f'i A Te_ I.il I 1 Ur O(AI I n 13/% I C ItR 51 FA(IIIIIY 1" = "100' AS r FORMER UPRR , AB SHOWN 8AN PEDRO BR SHOWN I . This Exhibit is not a representation or warranty of the extent of, ";"'!6";1eTh aOllNTY SOLITH GATE LO8 ANG€LE8 or boundaries of, the Ports' Property. ffi. :, j- Ports' ROW Delineated by ------B(iAllt It!VIB)ON aHEET Ntl. d AS SHOWN l"o"::'H'=a 2 la"W2016 I EXHIBIT B-8 S %%

x S % % % % SS %, %%

f>>%% S S%% S %) %s '% ' "' 'aBsTONE"FlR

% "'j F/k8rON'- BLVf) % % -

X%% %%

' SS% . % % 30 CMP8tomiDraln I MP8.13

%,

'S, , % l % \ sus,

D18TANCE IN JOINT PORTS' ROW: 90' -d 6) PORT OF LONG BEACH/PORT OF LOS ANGELES 60' 25' Q' uni"or 100' sin, r-'"" I8_ o:M peai , ,, , , al" UI I Y (A- 5iL)U Ill (.iA I E 1'=100' till liip I FM.lklTY FORMER uPRR i 48 i, AS SHOWN tlAN PEDRO FIR i shoWN i This Exhibit is not a representation or warranty of the extent of, !:! a+lY (!(XINTY or boundaries of, the Ports' Proper, t!OtlTH CIATE LO8 ANGELEB all! Ports' ROW Delineated by ------. a(lUIDli all!!TNO. IIB=Al 8HOWN 706 E3 "="': Ilo""71Q12016 I EXHIBIT B-9 I I "s %% S %% 'y S %% %% '& 1, SS , o'? ' %% %a %* S ) %% %% ""'a' FIRESTONEPL

% % "s""'o'E BLV[) % % - -

% % X % % X % "Sl % % s S %% % 2"8teelWalerPlpelne '( MP8.16 % 1 ,,)6 % s spN"o" X X %% %% % % y DETAIL NO SCAIE DISTANCE IN JOINT PORT8' ROW: 80'

!J. PORT OF LONG BEACH/PORT OF LOS ANGELES 50' 25' O' 50' 100'

------14, a-='- ClTYOF80uTHGATE gi(RR 1' = 100' till iip I IWluTY AS I FORM!Ft UPRR AS SHOWN aAN PEDRO BR 8HOWN i This Exhibit is not a representation or warranty of the extent of, rj"l! COUIITY 0 -t' g E (}TTY or boundaries of, the Ports' Property. 8011TH GATE LO8ANGELES 81AIJ ',THOMA9 GUIDE RION eHEU Nl). Ports' ROW Delineated by ------',!!d 48 EIHOWN 706 E4 2 lo"7)2jNllB I EXHIBIT B-10 as S % % s 'SSI s 'Si % % S S s '\ l % % 'Si s S 1 \ t s '

Psdesalan 81dewalk +/- 8(IFI l MPa.29 \ 1

l LAovvpRoW '\

l % l s

\\ l % l l

\\ l l l l s\,

AREA IN JOINT PORTS' ROW: 465 SQ FT -IJ al2 PORT OF LONG BEACH/PORT OF LO8 ANGELE8 50' 25' 9' , . 50' 100' MA& PffRlllTTff 7__ -"-' Q -:%1 /1 lala%} 7% r fi fl I larlj iat A ff 1_ !'lllii v i I T u r i:)Ll u i ri Lllll I C: !ZJa fflal 1' :: 100' RR I iip I FORMER uPRR i A'l I RAN Pat)RO BR I 8HOWN Il"- =-= This Exhibit is not a representation or warranty of the extent of, !,e:.41(ITY o or boundaries of, the Ports' Property. 8011TH (IATE LO!IANG!L!El II!' aaAIJ MVIBCN all!ffNO. Ports' ROW Delineated by ------AS sHoWN 2 I! l"=':' lo":1212[116I EXHIBIT B-I I % 1 \\ %1 ll \\ 11 $1 \\ %l 11 DUNCAN WAY \ \ l 11

\\s s s

"F A ' l

9+ 11 \ m 7z \ 11 ,n 11 \ \ 3{)' lion Plpe 8torm Draln l MPB.48 s \ %, l \ WOODAVE $1 \ \LosANGELEsBlvtn

I ,/ \ kl ,/ \ L 1, lT=-,

DISTANCE IN JOINT F'ORT8' ROW: 80'

Li 6) PORT OF LONG BEACH/PORT OF LO8 ANGELES 50' 25' O' 50' 100' MA. p -;0 """ a a /II "Pl J h la I'l 01 I aP I I 0% A -I- r- (;I I Y (7 5LIU Ill tjA I t_

1" = 100' I up i FAClkffY 'FORMER UPRR I AB i A8 8HCMtN IN PEDRO BR This Exhibit Is not a representation or warranty of the extent of, ,D€ i 8HOWN i j! i_ I DffY eOllNTY or boundaries of, the Ports' Property. 50urH QAII LO8 ANGEui8

6aMi IlWilQN Ports' ROW Delineated by ------, A!I 81-IOWN ,y!;!"d 1"7::"" 2 i""':'ffll5l"a"o EXHIBIT B-12

,,Q) 'S si

I / 30'WldaPrivate ' MP8.91 '

s \ assessosspxscaxurxssn ' l 6233-003-902

PRIVATECROSSINGMUSTMEETALLREQUIREMENT8 > OFTHECALIFORNIAPllBLIOUTlLITIE8(,OMMl8810N. / l l Oneachapproachlolhepilvate:iosslng,Parmltteemusl / olnfasmfallna;grdmRall7ilallnnat,"8cTAOPMU"s\cnomeetinO Ihe raqulremenla l l \ s A Slamam 1-X "PRIVATE CRO8SIN(3" slgn as diown below l must be mounted below each "STOP" slgn. % 'rs mha ?oempsla fi"NH ronretshepa""P'R" w(l /ASTLiEblceRd,tossCloNrG- sl B,y,Owrsr" It \ \\ _ i aTi aa il li ,,.1 ... .. _ I I / a PRIVATE"'= 11 \ % l

/

I l\ %l I I XR \ o,xr CROSSING s 0 AS8ES80RSPARCELNUMBER l l Cl itO nlESPASSIG l -r 6233-002-901 S s 5tU il lAlt IT t[ill#))N + iTlllll It t0lllll 01 0WIII O It(IIJJ 118 Uta u0l /1, 1. I ------a ' l % / \11 l\# \\ AREA IN J'0RT8' ROW: 2,400 +/- SQ FX

ffl. F'ORT OF LONG BEACH/PORT OF LOS ANGELES 50' 25' O' 50' 100' Hf,4# ;, +:,3 p e"""" 01 'P J 1% I-I-101 I'PI 14 & ;.bi (;l I Y Ur 8UU Ill (jA I E 1" = 100' g. ai 2S N I wp ei b@ PThnxmupnpI AEI 2el9q 8AN PEDRO BR i 8HOWN J e O - l"o" ------This Exhibit is not a representation or warranty of the extent of, a!IY tlOUNTY or boundaries of, the Ports' Property. 80UTH MTE tO! ANa?LEB Ports' ROW Delineated by ------8CALl RaVlalON ..y_s 4a. jKA8 EIHOWN l":r 2 1..""'7al20l5la""-

4C) EXHIBIT B-13

,O '( s/

/ 2" Cast Iron Water Plpe)lne In 36' of4' Casln@ / / MF}8.91 /1 / l /

l //ASSES80R8 PARCEL NUMBER l 6233-003-902 l ,\ s l l,\ \' l l \ i s l I

\ s '\ % l l\ _l \ o+'r s 0 ASSE880RS PARCEL NUMBER % t - %Q 6233-002-901 \ +O "O \1 l\\,# l % \ L tl DISTANCEINJOINTPORTS'ROW;84' / d 32 PORT OF LONG BEACH/PORT OF LOS ANGELE8 ul j Y 50' 25' O' 60' !00' lllm# g -a+ffi """' ylyl/ hr_ 5/%I IffLl t% A aiat_ UI I T ur GL)LI I n lj/l l(: 1'=100' tlP a PAallTIY A8 PORMER UPRR I, M SHOWN BAN PEDRO BR EiHOWN ' This Exhibit Is not a representation or warranty of the extent of, a,, i. ;i alIjlY CDIINTY @4f or boundaries of, the Ports' Property. SOUTH (-AT!_ LO8 AN(iELE8 IN scaui 'iHtNMaauiv R!!VIBCN BHE!!T Net. Ports' ROW Delineated by ------. AS SHOWN 2 ;% i 705 F6 i""71212ot 5 I

41 EXHIBIT B-14

,0 '( '%

/ ' 480kVPoweilbieCrosslngln6"SteelCaslng l 7MP B.92 s &sessosspanceiwuuses l 8233-003-902 s ,\ 11

1$ \ \ it it \ \\ $1 ll \\f \ oar s 0 A8SE8SORSPARCELNUMBER l 11 Q 6233-002-90'l % \ ,o So \ I1=P \ l \ \ DISTALINTPORT8'ROW:84' / d 42 PORT OF LONG BEACH/PORT OF LOS ANGELE:S 60' 25' 0' 50' 100' V7,!A r, -!j Zr!$ """"' IllTVj'll_ Cll'll ITLI I')A11: (il I j IJ r i.) VIJ I I 'l 13/'1 I l.;

I MP I FA(IllffV I'=IOCI' i A!i !!'3snupnq I , A8 SHOWN iaAN PEmD BR ii 8HDWN This Exhibit is not a representation or wananty of the extent of, i:J'i!ReTIY (X)UNTY or boundaries of, the Ports' Property. 801ffH aATB LO8 ANC+ELE8 aHEETN(1. Ports' ROW Delineated by ------ia7 li' ""'axs sHOWN Il"%':;="" 1"7'f2/2018

41 EXHIBIT B-15 i I \ . s \ \w NORTHERN }-- ' \i \ l s ENCROACHMENT '-S '-I , , I ' I \ \_ ,,l, SOUTHERN ENCROACHMENT \ ll\ vl z,,, T\ ' l% a'j \ \ l l ,\ \ \ s (o,:l\ \1 -'\ I DETAIL - NO SCALE , p, \ \ Sidewalk 15 +/- 8qFt 1 l MP9.41 I l

IMPERIAL HWY

Street Paving and Sidewalk 33 +/- SqFt MP 9.43

i,,

1$ > G)> \ ll 41\ ffil s r- l s

o\\Tit rll \ l l l s \,\

AREA IN JOINT PORTS' ROW: 16 & 33 SQ FT r 122 PORT OF LONG BEACH/PORT OF LOS ANGELES 50' 25' O' 50' 100' I rrA-. I fi"A PelWn"i!! -,- CI I Y OF-80U I H (jA I b 1" = 100' I b,J:ia liip I ?ORhAER uPRR i AS i This Exhibit is not a representation or warranty of the extent of, iq!,t4RAN PEDRO BR i 8HOWN iI%LITY As 8HO WN affY (:OI1I!IY or boundaries of, the Ports' Property. i:2fflh'- !nTH QATE LO8 ANGELE8 !!9(!' aaAU! IfiV!l:N BlaTNO. Ports' ROW Delineated by ------E s A8 8HOWN l":;"" lo"':rysm I

4'., EXHtBIT B-16

\1 'i\ \ \\ 11 , \ \ 7 . - 1, l 11 \ ,\ -, (,, ll l o, -A l s 'Pa \ \ \ $1 \\,,- \ IMPERIAL HWY

12" VC:P 8AN1T ARY SEWER IN .1 1{)' 30" STEEL CASING .

\ \ ll \'\\ 11 It \\ l l s l \ 11 1l\ \ DISTANCE IN JOINT PORTS' ROW: 57 +/- FT

d 22 PORT OF LONG BEACH/PORT OF LO8 ANGELES 50' 25' O' 50' 100' BtJ G -!J -aA """' ?IW l%l= 6/%1 lYu 7% Affil_ Ll i y ur ,iuu i n oh i c

I " = 1 DO' I vp I F11611'lY rosznupsn I Atl I 8ANF'aDROBR l 8HOWN Ii Al 8HO'M1 This Exhibit Is not a representation or warranty of the extent of, mlD! ' etTY aoUlnY I,oil ,Msa!: % 5tQ or boundaries of, the Ports' Pmperty. tlo )i 80UTH (IATE LO8 ANGELE8 gylk'i 61a IleVl$k)II Ports' ROW Dellneated by ------E All 8HOWN it's:"'a 1""6/11/2021 Il"""o

44 EXHIBIT C

PERMIT EEE . RENTAL RATES

Surface: Rental rate ts $3.20 per square foot per year.

Subsurface: Rental rate is $1.60 per square foot per year.*

Aerial: Rental rate is $1.60 per square foot per year.*

* calculated at 50% of surface rental rote.

Notes:

1. All rates are subject to adjustments as defined in Paragraph 3.2, Adjustment, and 3.3, Annual At,iustrnent, of this Permit.

2. All rental amounts for all crossings are subject to a minimum annual rental amount of $2,000 per crossing or as shown on Exhibit A hereof.

4C3 EXHIBIT D-I

I 2 LOS ANGELES fflDA CORRIDOR LONG BEACH 3 CALIFORNIA TRANSPORTATION AUTHORffl CALIFORNIA 4 5 AJameda CorridorTransportabonAufiiorityRight-of-WayWorkPermitProtocols

The Alameda Corridor Transportation Authority (ACTA) railroad right-of-way ("Railroad Property") is owned by the Harbor Departments of the Cities of Los Angeles and Long Beach ("Ports"). The Work Permit Protocols set out below are applicable to the Permittee and any of its contractors, agents or other parties entering the right-of-way pursuant to the Permit.

The wotk contemplated must be permitted either under a Joint Ports issued Revocable Permit or undet a peiinit issued by the railroad which preyiously sold the right of way to the Ports, The Ports must review and approve the Railroad Work Plan desczibed below prior to commencement of work,

1,O ConditionsforPhysicalAccesstotheRailroadProperty, All Permittees, whether under an existing permit or a newly issued Joint Revocable Permit (JRP) must conform to the following conditions for physical access to the Railroad Property,

1.1 ACTA is responsible for track integrity within the Railroad Propeity. Permittee is responsible for any damage to the existing track or right-of-way due to any constuction, alteration and/or operations, A pre-inspection of the site prior to workis requited to verify existing conditioris. The Petmittee or its Contractor shall mark the rails and Railroad Property lines at the centerline of the proposed casing and 10' north and 10' south of the casing centerline. Elevations shall be shot, under the direction of a licensed land surveyor, at the propeity lines and eacli rail along each of the three reference lines, A numbering scheme, plan schematic, horizontal coordinates and spreadsheet shall be developed and provided to record elevations on each day that elevations are checked, as noted below.

Threshold limits within the ACTA right-of-way are 0.25" of movement of rail (horizontal or veytical). If it is deten'nined that settlement or movement exceeds thesc threshold limits, the Contractor and ACTA flagger on-site shall be immediately notified, The Contractor shall suspend all operations until site conditions are reassessed and remediation is coordinated with Permittee or its Con(ractor and ACTA,

Monitoring of settlement shall be pert'orined at minimum intervals as follows: a) once before constr'iction, b) daily during the pa.ssage of boring/jacking/drilling activities under the RR tracks, c) the day thereafter, d) 14 days thereafter, and e) 30 days after the completion of boring/jacl6ng/drilling activities undet' the railroad tracks.

September '18, 201 5.Rev.'l3 5 of 5

4(a EXHIBIT D-1 l Repotts of Uhe lateral and elevation readings shall be submitted to ACTA and 2 Cal Pacific after the completion of construction, after the survey reading on 3 lhe i4tli day, and after the survey readirig on the 30th day, 4 5 1.2 A Railroad Work Plan shall be submitted to the Ports and ACTA at least 14 6 days prior to any work for approval of any access to the Railroad Property, A 7 copy of the required Work Plan is included as Attachnnent 2.

1,3 The Permittee or their Contractor must make arrangements jor access with ACTA's Manager of Corridor Rail Facilities (see Attachtnent 1). Failure to do so or failure to abide by his/her requirements and instructions will be cause for termination of the JRP/license and will result in personnel being removed from the right-of-way,

1,4 At the Ports' or ACTA's discretion, a full time qualified inspector employed by the Ports, Ports' Property Manager or ACTA and paid by the entity requiring access for any work or access to the Ports owned Railroad Property may be required.

1,5 Daily written email or faxed reports of work within the Railroad Property shall be required. These reports will include all activity within the railroad iight-of- way (including work force, equipment, date/time, and actual work performed) and a description of any injuries, accidents, or unusual circumstances which occur, The Pots' Propeyty Managet shall distiibute the daily reports to ACTA and Ports.

1,6 Any work within 25 feet measured peipendicular from centerline of the nearest track (including the length of crane boom) within the tailroad right-of- way shall require a Flagperson. This includes above and below ground work. The Flagperson shall be proyided by ACTA and paid for by the entity doing work or requiring access to the Railroad Property, The request for a Flagperson shal] require no less than a 14-day adyance written notice to ACTA from the eniity doing work or requiring access, ACTA will provide a Flagperson at their own discretion, The ACTA contact for a Flagperson on the ACTA railroad right-of-way shall be the Construction and Maintenance Manager (see Attacliment 1),

1.7 Daily contact shall be required between ACTA and the entity doing work or access to the Railroad Ptoperty, The ACTA contact is the Construction and Maintenance Manager.

1,8 All excavations sliall be continuously shored. Temporary shoxing shall be designed for a minimum of E80 loading 'using AREMA standai:ds and the method of shoring shall be approved by ACTA's Engineer or subcontractor at Permittee's expense, The shoring plans shall be included in the Railroad Work Plan submitted by the permittee or their sub-contractor

September 18, 201 5.Rev.13 2 of 5

41 EXHIBIT D-I

I 1,9 All work shall be performed during daylight hours, Monday through Friday, 2 unless approved otherwise in writing by the Ports and ACTA, Work shall 3 progress in a manner So that all work shall be completed in the Ieast possible 4 time.

5 1.10 Tempotgy Horizontal Construction Clearances

A tninimum temporary horizontal construction clearance of 12 feet, measured perpendicular or normal from the centerline of the nearest track to all physical obstuctions including but not limited to fotmwork, stockpiled materials, parked equipment, bracing or other constuction supports, shall be provided, Temporary horizontal constrtiction clearance shall provide space for drainage ditches parallel to the standard roadbed section or provide an alternative system that maintains positive drainage. Greater clearances may be required for special cases to satisfy local operating conditions such as required sight distance for signals, All access roads along the right-of-way shall remain unobstructed at all times so that maintenance and emergency vehicles may pass unrestricted through work area,s, The work and storage areas sliall be kept free of tripping hazards at all times. All excavated materials shall be stockpiled in an area approved in writing by the Ports and ACI'A, The temporary horizontal clearances are subject to local operating requirements and ACTA approval, All walkway shall be maintained be in compliance with California Public Utilities Commission regulations at all times,

22 1.11 TemporaryVerticalClearances

A minimum temporary vertical construction clearance of 22 feet 6 inches mea,sured above top of rail for all ttacks shall be provided, The temporary vertical clearance shall not be violated due to deflection of formwork. Oreater temporary vertical clearances may be required. The temporary vertical clearances are subject to local operating requirements and ACTA approval.

1.12 All personnel of the Perinittee and or its Contractors and/or subcontractors shall possess a valid railroad Roadway Worker Card if work is to be performed within 25 feet of the nearest track and shall abide by all safety tules and instruct3ons from the Flagperson and the Ports and/or ACTA Engineers. Public safety and safeguarding the tracks and the trains that operate on those tracks are paramount. Work over or near the tracks will require one or more of the following personnel at the Ports and/or ACTA's sole discretion and at the Permittee's cost.

1,12.1 F]agperson, Signal Maintainer, Inspector, and/or Engineer: Requires a 14-day advance written notice and will be provided at the current ACTA rate to be provided at time of service,

Septemberl8, 2016.Rev.'l3 3 of 5

46 EXHIBIT D-1

I 1.12.2 ACTAApproval:Beforeenteringuponorperformingwork 2 of any kind on the permit area, Perrnittee shall obtain the 3 written approval of ACTA for the permit area. Permittee 4 shall comply with all permit, notification, protective, and 5 safety requirements imposed by ACTA, and Pettnittee shall 6 pay all associated costs.

1,13 The Permittee or Perxnittee's representative will keep a copy of the Ports' fully executed agreement, exhibits and all attachments including a complete Railroad Work Plan at the job site at all times during constmction on the Railroad Property, Failure to provide the necessary infotination or documents at ihe job-site will result in the removal of the Permittee, their employees and equipment from the Railroad Propetty.

1.14 A final job walkthrough shall be provided within 14 days upon written notification to the Ports and ACTA of compIetion of the work. ACTA and Permittee shall prepare a list of the items remaining to be completed. The Pemiittee shall promptly remedy the defective and/or uncompleted portions of the work to ACTA's satisfaction. The ACTA contact is the Manager of Corridor Rail Facilities. Written confirmation shall be provided to the Ports and ACTA that all items of the firial job walkthrough have been completed to the satisfaction of ACTA, Failure to promptly complete the final job waflcthrough list of items remaining to be completed shall result in the work being completed by ACTA and Permittee shall pay all associated costs,

],15 Permittee shall provide "As-built" drawings to ACTA with copies to the Ports and the Ports' Property Manager within thirty (30) days upon comp]etion of the work, and will update them to reflect any future changes and supply copies to the Ports. The ACTA contact for the "As-builts" is the Project Coordinator (see Attachment l),

1,16 All exca'vation/jacking/boring operations shall be observed for the presence of petroleum products, chemicals, or contaminated soil, Deeply discolored soil or suspected contaminated soil shall be segregated from uncontaminated soil; su.spected contaminated soil and related materials shall be sampled and tested for classification in accordance with applicable regulatory requirements and shall be disposed of in accordance with such requiremerits

1.17 The construction procedures for jacking/boring under the railroad tracks sliall be included in the Railroad Work Plan,

1.18 TheContractorsliallinstallawarningmarkeroverthepipelineateachendof the rail right-of-way as approved by ACTA,

Septemberl8, 20l5.Rev.l3 4 of 5

4C1 EXHIBIT D,1

1.19 Design and conslniction shall comply with Ports' Rail Property Pipeline Ctossing Application conditions and AREMA Part 5, Section 5.1 requirement 3 for pipes carrying flammable liquids, 4 5 1,20 The following additional attachments are provided with this Exhibit: Contact 6 List (Attaclmient 1) and Railroad Work Plan (Attachment 2), The Contact List 7 is current as of the effective date of the Permit, however, during the term of 8 the Perinit Perinittee shall be obligated to verify the accuracy of Attachment I 9 liy contacting Ports' Property Manager and requesting verification.

10 Written Notices to the Agencies may be made to the following Eaitities:

Port of Long Beach 415 W. Ocean Bl'vd. Long Beach, CA 90802 Attention: Director of Real Estate Fax No. 562-283-7761

Port of Los Angeies 425 South Palos Verdes Street San Pedro, CA 90731 Attention: Director of Cargo/Industrial Real Estate Fax No, 310-547-1725

Alameda Corridor Tt'ansportation Authotity 3760 Kilroy Airport Way, Suite 200 Long Beach, CA 90806 Attn: Chief Executive Officer Fgx No. 562 247-7090

Cal Pacific Land Services, Inc. (Ports' Property Manager) 7245 Garden Grove Blvd,, Ste, M Garden Grove, CA 92841 Attn: Ports' Property Manager Fax No. 714-799-0500

Or such otlier property management firm as may be designated by the Ports from time to time,

37 These protocols are approved as of September 18, 2015,

September18, 2015.Rev.13 5 of 5 EXInBIT D-I (Attachment 1)

LOS ANGELES ALAMBDA CORRIDOR LONG BEACH CALIFORNIA TRANSPORTATTON AUTHORITY CALIIIORNIA

Alameda Corridor Track Contact List - July, 2020 Alameda Corridor Transportation Autliority:

* Chief Executive Officer: Michael Leue (562) 247- 7080, cell (562) 253-2089, [email protected]

* Project Coordinator: Jorge Pantqja (562/247-7074), cell (562/335-8528), [email protected]

* Coiistiuction and Maintenance Manager: Maimy Hernandez (562/247-7073), cell (323/855-8068),

[email protected]

* EnvtronmentalManager:BlaineSilvestro(562/247-7087),cell(310/650-3359),

[email protected]

2. Badger Bridge

* ForAlamedaCorridorEmergency,alsocall:(310/830-0660)

3. Railworks Track Services

* ForAlamedaCorridorEmergency,alsocall:RickMcIntosh(646)584-2619

Railworks Area Operations Manager: RickMcIntosh (646)584-2619

Railroad Crossing/Signals: Mike Mejia (310) 961-1122

4. Port or I,ong Beach

* Real Bstate: Debra Shepack (562/283-7459) [email protected]

* Reat Estate: Mari Takahashi (562/283-7458) [email protected]

* Rail Operations: Carlo Luzzi (562/283-7278) carlo.luzzi@polb,com

5. Port of Los Angeles

* RealEstatc:RegnerGlobus,(310/732-3291) rglobus@portla,org

* Engineering:DaveWalsh(310/732-3639)[email protected]

* RailOperations:GuiUetmoMartinez(310/732-3090)gmai'[email protected]

6, Cal Pactfic Land Services, Inc,

* Chuck Wadell: 7147799-0900 (714/679-9091 cell) [email protected]

Thfs Contact List may change from time to tJme. Permittee shall be at all times responsJble for contacting Cal

Pacific, the Ports' Property Manager, for the most current list.

September 18, 20l5.Rev.!3

5( EXHIBIT D-1 (Attachment 2)

I 2 3 LOS ANGELES AIAMEDA CORRmOR LONG BEACH 4 CALIFORNIA TRAN8PORT ATION AUTHORITY CALIFORNIA 5 6 Alameda Corridor Railroad Work Plon - Date: 7 8 REQUIR'lMENTS WHE,N WORKING WITHIN, ADJACENT TO, ABOVE, OR 9 BENEATHRAILROADRIGHT-OF-WAY 10 II STARTDATE: 22 13 DURATION(Start&EndDate): Starton andEndon 14 15 TRACKLOCATION: Tracknumber Tracklocated 16 (Seeattachedplan.) 17 18 START&STOPTIMES: Begineachdayat andendat 19 20 DF,SCRIPTION OF WORK: The work includes 21 22 (See attached plan,)

WORK CREW: The work wil] be performed by , The equipment used will be

PURCHASE ORDER NTJMBER (Attach Approved Joint Revocable Permiti

SAFETY PROTECTION: The Railroad Work Plan is subtnitted fourteen (14) days in advance of any work within twenty five (25) feet of track centerline. ACTA 'will confirm if a Flagperson or watchman is required,

U a Flagperson is required or if equipment is within twenty five (25) feet from the nearest track measured perpendicular to the ceriterline, then flagging will be provided by ACTA. When a Fiagperson is required, a new work plan request wiU be submitted to ACTA a minimum of fourteen (14) working days prior to any work being performed. The Railroad track closure will be at the full discretion of ACTA and the railroads which operate on ACTA tracks. The ACTA primary contact is the Environmental Manager (562/247-7087, cell (320/650-3359). The ACTA secondary contact is the Project Coordinator (562/247-7074, cell (562/335-8528).

If act Inspector is required by ACTA or the Ports, the charges relating to such Inspector will be paid for by the Permittee or Permittee's Contractor. lInspection will be arranged by ACTA.

8eptember 18, 20'l5.Rev.43

52 EXHIBIT D-I (Attachment 2)

I Note: The Contractor shall submit the Railroad Work Plan to Cal Pacific Land Services, Inc., the 2 Ports' Propeity Manager (714/799-0900). All related permits shall be obtained prior to 3 submitting the Railroad Work Plan,

September 1EI, 20l5.Rev.13 EXHIBIT D.2

LOS ANGELES PACIFICHARBOR LONG 'BEACH' CALIFOmUA LINE, INC, CALIFORNIA

Pacific Harbor Line, Inc. Railroad Right-of-Wqy Work PermitProtocols

The Pacific Harbor Line, Inc. (PHL) operated railroad iight-of-way ("Railroad Property") is owned by the Harbor Departments of the Cities of Los Angeles and Long Beach (Ports). The Work Permit Protocols set out below are applicable to the Peimi(tee and any of its contractors, agents or other patties entering the Railroad Property pursuant to the Permit.

The Poxts shall review and issue the revocable permit and Railroad Work Plan (RRWP).

1.O Conditions for Physical Access to the Railroad Property:

All Permittees, whether under an existing license Or Permit Or a newly issued Permit mu8t conform to the following conditions forphysical access to the Railroad Property,

1.1 PHL is responsible for track integrity within the Railroad Property, Permittee is responsible for any damage to the existing traclc or right-of-way due to any construction, alteration and/or operations. A pre-inspection of the site prior to work is required to verify existing conditions, The Perinittee and/or Contractor acknowledge that trains and/or locomotives may be expected at any time and on atiy track. The Contractor shall report any accidents, injuries, track defects within the Railroad Property to PHL and the Ports by the first avai]able means of communication.

1.2 A Railroad Work Plan (RRWP) sliall be submitted to the Ports' Real Estate and Engineering Divisions at least 14 days prior to any work taUng place in order to receive approval for access to the Railroad Property. A sample Work Plan is included with this Exhibit as Attachment 2.

1,3 Upon approval of the RRWP the Permittee or their Contractor shall make mangei'nents for access widi PHL's Roadmaster (see Attachment 1 Contact List), Failure to do so or failure to abide by his/her requirements and instructions will be cause for termination of the Permit/license and will result in personnel being removed from the Railroad Property.

1.4 A full time qualified inspector employed by the Ports or the Ports' Propetty Manager and paid by the entity requiring access for any work or access to the Railroad Property shaIl be required.

1,5 Daily written email or faxed reports of work within the Railroad Property shall be required. These REPORTS will include all activity within the railroad right-of-way

September 18, 2015.Rev.13 Page 1 of 5 EXHIBIT D-2

(including work force, equipment, date/time, and actt'ial work perforined) and a description of any injuries, accidents, or unusual circumstances which occur. The Ports' Property Manager shall distribute the daily reports to PHL and the Ports,

1,6 For any work or equipment within, or tlie potential to be within, ten (10) feet measured from the track centerline shall require a PHL Railroad Flagger paid by the Permitee or Contractor to PHL. This includes above and below ground work. The Flagperson shall be provided by PHL and paid for by the entity doing work or requiring access to the Railroad Property, The PHL contact for any Flagperson on the PHL operated right-of-way shall be the Roadmaster (see Attachment I Contact List),

1.7 Daily contact shall be required between PHL and the entity doing work or accessing the Railroad Property. The PHL contact is the Roadmaster.

1.8 All excavations shall be continuously shored, Shoriiig shall be designed for a miniinum of E80 loading using AREMA standards, and the method of shoring shall be approved by Ports' Engineering Staff or subcontractor at Permittee's expense. The shoring plans shall be included in the RRWP by the permittee or their sub-contractor

1.9 All work shall be performed during daylight hours, Monday through Friday, unless approved otherwise in writing by the Ports and PHL, Worlc shall progress in a manner so that it shall be completed in the least possible time.

1,10 No matetial or equipment shall be stored, stacked or parked within 10 feet of any track centerline (or the nearest rail), The work and storage areas shall be kept free of tripping hazards at all times, All excavated material shall be stockpiled in an area approved in writing by the Ports and PHL,

1.11 A tninirnum tempormy vertical cotsttucCion clearance of 22 feet 6 inches measured above top of rail for all tracks shall be provided, The temporary vettical clearance shall not be violated due to deflection of formwork. Greater temporary vertical clearances may be required. The temporary vertical clearances are subject to local operating require.inents and PHL approval.

1,1.2 The Permittee and/or its Contractors shall abide by all safety rules and instructions from the PHL Flagperson and the Ports' Engineers, Public safety and safeguarding the tracks and the trains that operate on those tracks are paramount. Work over or near the tacks will require one or more of the following personnel at the Ports and/or PHL's sole discretion and at the Permittee's cost (Flagperson, Signal Maintainer, Inspector and/or Bngineer),

1.13 The Permittee or Permittee's representative will keep a copy of the Ports' fully executed agreement, Permit(s), exMbits and all attachments including a complete Railroad Work Plan at the job site at all times during construction on the Railroad

September 18, 2015.Rev.l3 Page 2 of 5

55 EXHIBIT D-2

Property, Failure to provide the necessary information or documents at the job-site wiIl result in the removal of tlie Perrnittee, its employees, contractors, and equipn'ient from the Railroad Property.

1.14 Tlie Permittee or its Contractor shall mark the rails and RR property lines at tlie centerline of the proposed casing and 10' north and 10' south of the casing centerline, Elevations shall be shot, under the direction of a licensed land surveyor, at the property lines and each rail along each of the three refetence lines, A numbering scheme, plan schematic, horizontal coordinates and spreadsheet shall be developed and provided to record elevations on each day that elevations are checked as noted below,

Threshold limits within the Poffs' right-of-way are O.25" of moyement of tail (horizontal or vertical), If it is determined that settlement or movement exceeds these threshold Iimits, the Contractor and PHL flagger on-site shall be immediately notified. The Contractor shall suspend all operations until site conditions ate reassessed aiid temediation is coordinated by Permittee or its Contractor with Ports' Propetty Manager and PHL.

Monitoring of settlement shall be performed at minimum intetvals as follows: a) once before construction, b) daily during the passage of boting/jacking activities under the RR tracks, c) the day thereafter, d) 14 days thereafter, and e) 30 days after the completion of boring/jacking activities under the RR tracks.

Reports of the lateral and elevation readings shall be submitted to the Ports' Property Manager, currently Cal Pacific Land Services, Inc,, after the completion of construction, after the survey reading 011 the 14th day, and after the survey reading on the 30th day.

1.15 A final job walkthrough shall be pmvided 14 calendar days after the completion of the work. The final job walkthrough shall be confirmed in wriling upon completion, The PHL contact is the Roadma.ster. Written confirmation shall be provided to the Ports and PHL,

1,16 Permittee shall provide "As-built" drawings to the Ports within thirty (30) days after completicm of the work; and will update them to reflect any future changes and supply copies to the Ports.

1.1.7 The following attaclttnents are provided with this Exhibit: Contact List (Attacliment l) aid Railroad Work Plan (Attachment 2). The Contact List is curivnt as of the effective date of the Permit, however, during the term of the Permit, Permittee shall be obligated to verify the accuracy of Attachment 1. by contacting Ports' Property Manager and requesting verification,

September 18, 2015.Rev.13 Page 3 of 5

5Lp EXHIBIT D-2

1,18 All excavation/jacking/bonng operatioxis shall be observed for the presence of petroleum products, chemicals, or contaminated soil. Deeply discolored soil or suspected contaminated soil shall be segregated from uncontaminated soil; suspected contaminated soil and related materials shall be sampled and tested for classification in accordance with applicable regulatory requirements and shall be disposed of in accordance with such requirements.

1.19 Constt'uction procedures for jacking/boring/drilling under the railroad tracks shall be included in the RRWP.

1,20 The Contractor shall install a warning marker over the pipelirie at each end of the Ports' right-of-way.

1,21 Design and constnuction shall comply with Ports' Rail Property Pipeline Crossing standards and AREMA Part 5, Section 5,1 requirement for pipes carrying flammable liquids,

Written notices to the Agencies may be made to the following entities:

Port of Long Beach 415 W. Ocean Blvd, Long Beach, CA 90802 Attention: Director of Real Estate Fax No, 562-283-7761

Port of Los Angeles 425 South Palos Verdes Street San Pedro, CA 90731 Attention: Director of Cargo/Industrial Real Estate Fax No.: 310-547-1725

Chief Engineer Pacif'ic Harbor Line, Inc. 705 N. Henry Ford A'venue Wilmington, CA 90744 Fax No.: 310-513-6789

Cal Pacif:ic Land Services, Inc. ("Ports' Property Manager") 7245 Garden Grove Blvd,, Ste. M Garden Grove, CA 92841 Attn: Ports' Property Manager FaxNo.: 714-799-0500

September 18, 201 5.Rev.13 Page 4 of 5

51 EXHIBIT D-2

Or SuCll Other property management fm'n a8 mad be designated ty the POrtS from lime tO tiTlle.

These protocols are approved as of September 18, 2015.

September 18, 2015.Rev.13 Page 5 of 5 EXHIBIT D-2 (Attachment 1)

LOS ANGELES PACIFIC HARBOR LONGBH,ACH CALIFORNIA LINE, INC, CALIFORNIA

Pacific Harbor Line Track Contact List 1. Pacific Harbor Line, Inc:

* (Jef Engineer: Monte Stokes, (310/984-5780), mstokes@anacostia,com

* Roadrrmster: JoseRodriguez(310-984-5778), jrodriguez@anacostia,com

2. Badger Bridge

* For PHL Emergency, also call: 310/830-0660

3. Highball Signal

* ForPHLEmergency,alsocall:310/961-1122

4. Port of Long Beach

* Real Estate: Mari Takahashi (562/283-7458), [email protected]

* Real Bstate: Debbie Shepack (562/283-7459), debra,[email protected]

* Rail Operations: Carlo Luzzi (562/283-7278), carlo,[email protected]

5. Port of Los Angeles

* Real Bstate: Regner Globus, (310/732-3291) rglobus@portla,org

* Engineering: Daye Walsh (310/732-3639) dwalsh@portla,org

* Rail Operations: Guillermo MarUnez (310/732-3090) [email protected]

6, Cal Pacific Land Services, Inc.

* Charles Wadell (714/799-0900 or 714/679-9091 cell) cwadell@calpacland,com

This Contact List shall change from time to time. Permittee shall be at all times responsible for contacting

Cal Pacific Land Services, Inc. for the most current list.

September 18, 2015.Rev.l3 EXHIBIT D-2 (Attaclunent 2)

OS ANGELES PACIFIC HARIIOR LONG BEACH CALIFORNIA LINE, INC. CALIFORNIA

Pacific Harbor Line, Inc. Railroad Work Plan - Date:

REQUIREMENTS WHEN WORKING WITHIN, ADJACENT TO, ABOVE, OR BENF.ATH RATT.ROAn RIGHT-OF-WAY

ST ART DATE:

DURATION (Start & End Date): Start on and End on

TRACK LOCATION: Track number Track located (See attached plan,)

ST ART & STOP TIMES: Begin each day at and end at

DESCRIPTION OF WORK: The work includes

(See attached plmi,)

WORK CREW: The work will be performed by . The equipment used will be

PURCHASE ORDER NUMBER (Attach Approved Joint Revocable Permit) :

SAtlETY PRUTKU'lTON: The Railroad Work Plan (RRWP) is submitted to the Ports' Property Manager within a minimum of totuteen (14) calendar days in advance of any work within twenty five (25) feet of track centerline. This fourteen (14) ca]endar day notice starts upon receipt and confirmation of the Work Plan by the Ports' Property Manager, The Ports and PHL will confirm if aFlagperson is required,

U a Flagperson is required, or if equipment is within or has the potential to be within, ten (10) feet from the (rack centerline or has the potential to foul the track, then flagging will be provided by PHI, only and paid by the Permittee or Permittee's ContactOr. The PHL primary cOntaCt i8 the RoadmaSter (310/984- 5778). Tlte PHL secondary contactis the Chief Engineer (3]0/984-5780).

If an Inspector is required by the Potts, the charges relating to such Inspector will be paid for by the Permittee or Permittee's Contractor. Inspection will be arranged by the Ports' Property Manager.

Note: The Contractor shall submit the Work Plan to Cal Pacific Land Services, Inc., die Ports' Property Manager (7]4/799-0900) The Ports' Property Manager will submit the Railroad Work Plan to the respective Ports' Engineer'ng Departments for review and apptoval. All related permits shall be obtained prior to submitting the Work Plan.

Sepiember 18, 201 5.Fiev. 13

L,O EXHIBIT D-3 i 2 LOS ANGELES UNION PACIFIC LONGBEACH 3 CALIFORNIA RAILROAD COMPANY CALIFORNIA 4 5 UPRR SanPedro Branch Railroad Right-of4Way Work PermitProtocols

6

The former Union Pacific Railroad Company ({JPRR) San Pedro Branch railroad right-of- way ("Railroad Property") is owned by the Harbor Departments of the Cities of Log Angeles and Long Beach (Ports). It is operated pursuant to agreements dated December 22, 1994 between the Ports and the UPRR. The Work Permit Protocols set out below are applicable to the Pertnittee and any of its contractors, agents or othet paities entering the right-of-way pursuant to the Permit.

1.O Conditions for Physical Access to the Railroad Property:

All Permittees, whether under an existing permit or a newly issued MJRP must conform to the following conditions for physical access to the Railroad Property,

1.1 The UPRR is responsible for track integrity within the railroad tight-of-way. Permittee is responsible for any damage to the existing track or right-of-way due to any construction, alteration and/or operations. A pre-inspection of the site prior to work is required to verify existing conditions. The Permittee and/or Contractor acknowledge that trains and/or locomotives may be expected at any time and on any track. The Contractor shall report any accidents, injtiries, ttack defects within the railroad right-of-way to the UPRR and the Ports by the first available means of communication.

1,2 A Railroad Work Plan (RRWP) shall be submitted a minimum of M days prior to any work to the Poi:ts and UPRR for approval of any access to the railroad right-of-way. A copy of the required Worlc Plan is included as Attachment 2.

]..3 Upon approval of the RRWP, the Permittee or their Contractor must make arrangements for access with the UPRR's Manager of Track Maintenance (see Attachment 1, Contact List). Failure to do so or failure to abide by his/her requirements and instructions will be cause for termination of the MJRP/license and will result in personnel being removed from the right-of- way.

1.4 At the Ports or UPRR's discretion, a full time qualified inspector, employed by the Ports, Ports' Propeity Manager or UPRR and paid by the entity requiring access for any work or access to the Ports owned Railroad Property may be required, The inspector will provide fot railroad safety,

September 19, 2015.Revl3 Page 1 of 5

t ot EXHIBIT D-3

1.5 Daily written email or f'axed reports of work within the Ports' Railroad 2 Property may be required, These reports will include all activity within the 3 railroad right-of-way (including work force, equipment, date/time, and actual 4 work performed) and a description of any injuries, accidents, or unusual 5 circumstances, which occuts, Ports' Property Manager to distribute the daily 6 reports to UPRR and Ports,

1.6 Any work within 25 feet measured at track centerline (including the length of crane boom) within the railroad right-of-way shall require a Flagperson. This includes above and below ground work. The Flagperson shall be proyided by UPRR and paid for by the entity doing work or requiring access to the Ports' Railroad Property. The request for a Flagperson shall require no less than a 14 day advance notice to UPRR from the entity doing work or tequirit'ig access. UPRR will provide a Flagperson at their own discretion. The UPRR contact for miy Flagperson on the San Pedro Branch shall be the Manager of Track Maintenance (Attachment 1, Contact List),

1.7 Daily contact shall be required between UPRR and the entity doing work or access to the Railroad Property, The UPRR contact is the Manager of Track Maintenance

1.8 All excavations shall be continuously shored. Shoring shall be designed for a minimum of B80 loading using AREMA standards and the method of shoring shall be approved by {JPRR engineering or subcontractor at Permittee's expense. Prior to the start of work, the approved plans shal] be sent to the Ports and UPRR. The full length of all excavations on the railroad right-of- way shall have trench plate covering when unattended.

1.9 All work shall be performed during daylight hours, Monday through Friday, unless approved otherwise in writing by the Poits and UPRR. Work shall progress in a manner that all work shall be completed in the least possible

tln'le.

30 1.10 Temporary Horizontal Construction Clearances.

A minimum temporary horizontal construction clearance of 12 feet, measured perpendicular or normal from the centcrline of the nearest track to all physical obstructions including but not limited to formwork, stockpiled materials, parked equipment, bracing or other construction supports, shall be provided, Temporary horizontal construction clearance shall ptoyide space for drairiage ditches parallcJ to the standard roadbed section or provide an alternative system that maintains positive drainage, Greater clearances may be required for special cases to satisfy local operating conditions such as required sight distance for signals, All access roads along the right-of-way shall rennain unobstructed at all times so that maintenance and emcrgency vehicles may

September 19, 20l5.Revl3 Page 2 of 5

LeZ EXHIBIT D-3

1 pass rinrestricted through work areas. The work and storage areas shall be 2 kept free of tripping hazards at all times. All excavated materials shall be 3 stockpiled in an area approved by the Ports and the UPRR, The temporary 4 horizontal clearances are subject to local operating requirements and UPRR 5 approval. All walkways shall be maintained to be in compliance with 6 Califoiwia Public Utilities Commission regulations at all times.

7 1,11 Temporary Ve.itical Clearances:

A minimum temporgy vertical constiuction clearance of 22 feet 6 inches measured above top of high rail for all tracks shall be provided. The tetnpOrary Vertical Clearance Shall net be Violated due tO deflection Of formwork. Greatet temporary vertical clearances may be required. The temporary vertical clearances are subject to local operating requirements and UPRR approval,

1,12 All personnel of the Permittee and or its Contractors and/or subcontractors shall possess a valid railroad Roadway Woier Card if work is to be performed within 25 feet of the nearest tracks and shall abide by all safety rules and instructions from the Flagperson and tlie Ports and/or UPRR Engineers. Public safety and safeguarding the tracks and the trains that opetate on those tracks are paramount, Work over or near the tracks will require one or niore of the following personnel at the Ports and/or UPRR's sole discretion and at the Perrnittee's cost,

1,12,I Flagperson, Signal Maiiitainer, Inspector, and/or Engineer: Requires 14-day advance notice and will be provided at the current UPRR rate to be provided at time of service.

1,13 Railroad Approval: Before entering upon or performing work of any kind on the permit area, Permittee shall obtain the written approval of the operator of the railroad traversing the permit area. Perinittee shall comply with all permit, notification, protective, and safety requirements imposed by the Railroad, and Petmittee shall pay al] associated costs.

1.i4 The Permittee or Pe:i:mittee's representative wil]. keep a copy of the Ports' fully executed agreement, exhibits and all attachments including a complete Raihoad Work Plan at the job site at all tin'ies during lhe encroachment on the Property, Failure to provide the necessary information or documents at the job site will result in the removal of the Perinittee, their employees and equipment from the Railroad Property.

1.15 The Permittee or its Contractor shall mark the rails and RR property lines at the centerline of any proposed bore and 10' north and 10' south of the bore centerline, Blevatioris shall be shot, under the duection of a licensed land

September 19, 2015.Revt3 Page 3 of 5

L,') EXHIBIT D-3

surveyor, at the property lines aiid each rail along each of the three reference lines. A numbering scheme, plan schematic, horizontal coordinates and spreadslieet shall be developed and provided to record elevations on each day that elevations are checked as noted below,

Threshold limits within the Ports' right-of-way are O,25" of movement of rail (horizontal or vertical), If it is determined that settlement or movement exceeds these threshold limits, the Contractor and UPRR flagger on-site shall be immediately iiotified, The Contractor shall suspend all operations until site conditions are reassessed and remediation is coordinated by Permittee or its Contractor with Poits' Propeity Manager and UPRR,

Monitoring of settlement shall be performed at minimum intervals as follows: a) once before construction, b) daily during the passage of boring/jacking activities under the RR tracks, c) the day thereafter, d) 14 days thereafter, and e) 30 days after the completion of boring/jacking activities under the RR tracks.

Reports of the lateral and elevation readings shall be subnntted to Cal Pacific after the completion of construction, after the survey reading on the 14th day, and after the survey reading on the 30th day,

1.16 All excavation/jacking/boring operations shall be observed for the presence of petroleum products, chemicals, or contaminated soil. Deeply discolored soil or suspected contaminated soil shall be segregated from uncontaminated soil; suspected contaminated soil and related materials shall be sampled and tested for classification in accordance with applicable regulatory requirements and sliall be disposed of in accordance with such requirements.

1.17 Construction procedures for jacking/boring/milling under the RR lracks shall be included in the RRWP,

1.18 TheContractorshallinstallawarningmarkeroverthepipelineateachendof the Ports' right-of-way,

1,19 Design and construction shall comply with Ports Rail Property Pipeline Crossing standards and ARBMA Part 5, Section 5.1 requirernerit for pipes carrying flammable Iiquids,

1.20 A final job walkthrough shall be provided within 14 days upon written notification to the Ports and UPRR of completion of the work. UPRR and Perm:ittee shall prepare a list of the items remaining to be completed. The Permittee shall promptly remedy the defective and/or uncompleted portions of the work to UPRR's satisf'action. The UPRR contact is the Manager of Track Maintenance, Written confirmation shall be provided to the Ports and UPRR

8epiember 19, 201 6.Rev13 Page 4 of 5

/,4 EXHIBIT D-3

l that all items of the final job walkthrough have been completed to the 2 satisfaction of UPRR. Failure to promptly complete the final job walkthrough 3 list of items reinaining to be completed shall result in the work being 4 completed by UPRR and Permittee shall pay all associated costs.

5 1,21 Permittee shall provide "As-built" drawings within 30 days upon completion 6 of the work to UPRR and Cal Pacific Land Services, Inc., the Ports' Property 7 Manager. The ?JPRR contact for the "As-builts" is Projects 8 Review/Engineering and Manager of Special Projects (see Attachment 1). 9 Permitee shall keep "As-builts" current with copies made available to UPRR 10 and the Ports,

1.22 See the following additional attactunents: Contact List (Attachment 1) and Railroad Work Plan (Attachment 2). While the Ports make every effort to update and keep the Contact List current (Attachment 1), Pertnittee shall verify the accuracy of Attachment 1 by contacting the Ports' Property Manager and requesting verification.

16 1,23 Notices to Member Agency Contacts in Writing:

Port of Long Beach 415 W. Ocean Blvd, Long Beach, CA 90802 Attention: Director of Real Estate Fax No. 562-283-7761

Port of Los Angeles 425 South Palos Verdes Street San Pedro, California 90731 Attention: Director of Cargo/Industrial Real Bstate Fax No,: 3JO-547-1725

General Superintendent of Transportation Services Union Pacific Railmad Company 19100 Slover Avenue Bloomington, California 92316 Fax No,: 402-997-3809

Cal Pacific Land Services, Inc, (Ports' Property Manager) 7245 Garden Grove Blvd., Ste. M Garden Groye, CA 92841. Attn: Ports' Property Manager Fax No.: 714-799-0500 Or such other Property Management firm as may be designated by the Cities from time to tiine, These protocols are approved as of September 18, 2015.

September 19, 20l5.Rev13 Page 5 of 5

Lp'5 EXHIBIT D-3 (Attachment 1) I 2 LOS ANGELES UNION PACIFIC LONG BEACH 3 CALIFORNIA RAILROAD COMPANY CALIFORNIA 4 5 UPRR San Pedro Branch Track Contact List -April, 2018

6 1. Union Pacific Railroad:

7 * PrimaryContact:ManuelArambu[o909/[email protected]

8 * GovernmentAffairs:LupeValdez562/566-46121cvaldez@up,com

9 * UPRR Einergency Hotline 24/7 for Reporting Issues: 888/877-7267

10 * Tracks/Maintenance: Manuel Ararnbulo 909/685-2211 marambul@up,com

11 * Bncampments: Terry Morris 916/789-6232 [email protected]

12 * Graffiti/Debris/Weeds:LuisTravieso915/[email protected]

13 * Vegetation Control: Kristtna Stonner402/544-8007 kjstonne@up,com

14 @ Debris/Flagging(Mgr.ThckMaintenance):LuisTravieso915/[email protected]

15 * Public Crossing/Public Projects: Peggy Ygbuhay 916/789-5033 [email protected]

16 * Flagging:3rdPartyCoiitractor:PaulRojas909/265-5020proja.sjr@up,com

17 * Bridge,s: Demian Brunty 402/680-4094 [email protected]

18 * Rail Crossing/Signals: Jose Rubio 626/935-7681 jarubio@up,com

19 * 3rdPailyAgreements:MelissaGrosz402/544-5217melissagrosz@up,com

20 * Utilities&RealEstate:ValerieHarrill402/544-8801 [email protected]

21 * Safety/Railroad Police: Lt. Cleo Thurmond, Jr, 951/207-2273 cthurmon@up,com

22 2, Port of Long Beach

23 @ Operations: CarloLuzzi 562/283-7278 [email protected]

24 * Operations: Tom Becker 562J283-7775 tom.becker@polb,com

25 * Operations: Matt Lyman 562/283-7779 [email protected]

26 * Government Affairs: Bianca Villanueva 562/283-7785 [email protected]

27 * Real Bstate: Debra 8hepaclc 562/283-7459 debra.shepack@polb,ctim

28 3. Port of Los Angeles

29 * Real Estate: Regner G]obus, (310/732-3291) rglobus@pottla,org

30 * Engineering:DaveWalsh(310/732-3639)dwalsh@portla,org

31 ffi Rail Operations: Guillenno Mattinez (310/732-3090) ginartinez@portla,org

32 4. Long Beach Police Department

33 * CityofLongBcachPoliceBmergencyPhoneDispatclt:562/435-6711

34 Cal Pacific Land Services, Inc. (Ports' Property Manager)

35 * ChuckWadell714/799-0900(714/679-9091cell)[email protected]

36 This Contact List shall change from time to time. Permittee shall be at all times responsible for

37 contacting Cal Pactfic, the Ports' Property Manager for the most current list.

38 September 19, 201B.Revl3 EXHIBIT D-3 (Attachment 2) 1

2 Lag ANGBLF,S UNION PACIFIC LONG BEACH 3 CALIFORNIA RAILROAD COMPANY CALIFORNIA 4 San Pedro Branch Railroad Work Plan - Date:

REQUIREMENTS WHEN WORKmG WITHIN, ADJACENT TO, ABOVE, OR BENF,ATH RAILROAD RIGHT-OF-WAY

ST ART DATE:

DURATION (Start & End Date): Start on mid Ending on

TRACK LOCATION: Track number Track located (See attached plan,)

ST ART & STOP TIMF,S: Begin each day at and end at

DESCRIPTION OF NOR:K: The work includes

(See attached pla'ii.)

WORK CREW: The work will be performed by . The equipment used will be

PURCHASE ORDER NUMBER (Attach Approved Joint Revocable Permit) :

SAFETY PROTECTiON: The work plan is submitted ten (10) days in advance of any work within twenty five (25) feet of track centerline. Pifor to stait of work, Permittee will request a watch person training session from Union Pacific Railroad Company (UPRR) for all work-crew working within 25 feet of the railroad track for the safety of the Contractor's pcrsonnel only, Watch persons are not an approved method of protection for working equip.ment. Once the watch person training is completed, we will submit an approved list to the Engineer prior to working within 25 feet of the tack centetline, UPRR will confirm if a Flagperson is required,

If a Flagperson is tequired or if equipment is within ten (10) feet from the track centerline, then flagging will be provided by UPRR only, When a Flagperson is required, a new work plan request will be subinitted to the Engineer and UPRR a minimum of ten (10) working days prior to any work being performed, If a full track closure/outage is necessary, a minimum notice of ten (10) working days will be provided to the Engineer and UPRR for each track closure, The Railroad track closure will be at the full discretion of the Engineer and UPRR. The {JPRR primary contact is Tracks (909/685-221 1), The UPRR secondary contact is the Manager of Track Maintenaiice (909/685-2469).

8eptember 19, 2016.Revl3

L7 EXHIBIT D-3 (Attachment 2) I If aii Inspectoris required by the Ports, the charges telating to such Inspector will be paid for by 2 the Permittee or Permittee's Contractor. Iixspection will be arraiiged by Ports' Property Manager. 3 4 Note: The Contractor shan submit the Railroad Work Plan to Cal Pacific, the Ports' Propeity 5 Manager (714-799-0900), All related permits shall be obtained prior to submitting the work plan.

Septemberl9, 2(X5.Revl3 EXHIBIT E

AFFIRMATIVE ACTION PROGRAM PROVISIONS

Sec. 10.8.4 Affirmative Actlon Program Provisions.

Every non-construction and construction Contract with, or on behalf of, the City of Los Angeles forwhich the consideration is $25,000 or more shall contain the following provisions which shall be designated as the AFFIRMAT)VE ACTION PROGRAM provisions of such Contract:

A. During the performance of a City Contract, the Contractor certifies and represents that the Contractor and each Subcontractor hereunder will adhere to an Affirmative Action Program to ensure that in its employment practices, persons are employed and employees are treated equally and without regard to or because of race, color, religion, national origin, ancestry, sex, sexual orientation, age, disability, marita! status, domestic partner status or medical condition.

5. This section applies to work or services performed or materials manufactured or assembled in the United States.

2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service category.

3. The Contractor shall post a copy of Paragraph A., hereof, in conspicuous places at its place of business available to employees and applicants for employment.

B. The Contractor shall, in all solicitations or advertisements for employees placed, by or on behalf of, the Contractor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, national origin, ancestry, sex, sexual orientation, age, disability, marital status, domestic partner status or medical condition.

C. At the request of the Awarding Authority or the DAA, the Contractor shall certify on an electronic or hard copy form to be supplied, that the Contractor has not discriminated in the performance of City Contracts against any employee or applicant for employment on the basis or because of race, color, religion, national origin, ancestry, sex, sexua) orientation, age, disability, marital status, domestic partner status or medical condition.

D. The Contractor shall permit access to, and may be required to provide certified copies of, all of its records pertaining to employment and to its employment practices by the Awarding Authority or the DAA for the purpose of Investigation to ascertain compilance with the Affirmative Action Program provisions of City Contracts and, upon request, to provide evidence that it has or will comply therewith.

E. The failure of any Contractor to oomply with the Affirmative Action Program provisions of City Contracts may be deemed to be a material breach of a City Contract. The failure shall only be established upon a finding to that effect by the EXHIBIT E

Awarding Authority, on the basis of its own investigation or that of the DAA, No finding shall be made except upon a fuH and fair hearing after notice and an opportunity to be heard has been given to the Contractor.

F. UponafindingdulymadethattheContractorhasbreachedtheAffirmative Action Program provisions of a City Contract, the Contract may be forthwith cancelled, terminated or suspended, in whole or in part, by the Awarding Authority, and all monies due or to become due hereunder may be forwarded to and retained by the City of Los Angeles. In addition thereto, the breach may be the basis for a determination by the Awarding Authority or the Board of Public Works that the Contractor is a non- responsible bidder or proposer pursuant to the provisions of Section 10.40 of this Code. In the event of such determination, the Contractor shall be disqualified from being awarded a contract with the City of Los Angeles for a period of two years, or until he or she shall establish and carry out a program in conformance with the provisions hereof.

G. IntheeventofafindingbytheFairEmploymentandHousingCommission of the State of Califomia, or the Board of Public Works of the City of Los Angeles, or any court of competent jurisdiction, that the Contractor has been guilty of a willful violation of the California Fair Employment and Housing Act, or the Affirmative Action Program provisions of a City Contract, there may be deducted from the amount payable to the Contractor by the City of Los Ange!es under the contract, a penalty of ten dollars for each person for each calendar day on which the person was discriminated against in violation of the provisions of a City Contract.

H. Notwithstanding any other provisions of a City Contract, the City of Los Angeles shal! have any and all other remedies at law or in equity for any breach hereof.

I. The Public Works Board of Commissioners shall promulgate rules and regulations through the DAA and provide to the Awarding Authorities electronic and hard copy forms for the implementation of the Affirmative Action Program provisions of City contracts, and rules and regulations and forms shall, so far as practicable, be similar to those adopted in applicable Federal Executive Orders, No other rules, regulations or forms may be used by an Awarding Authority of the City to accomplish this contract compliance program.

J. Nothing contained in City Contracts shall be construed in any manner so as to require or permit any act which is prohibited by law.

K. By affixing its signature to a Contract that is subject to this article, the Contractor sliall agree to adhere to the provisions in this article for the duration of the Contract. The Awarding Authority may also require Contractors and suppliers to take part in a pre-registration, pre-bid, pre-proposal, or pre-award conference in order to devetop, improve or implement a qualifying Affirmative Action Program.

1. The Contractor certifies and agrees to immediately implement good faith effort measures to recruit and employ minority, women and other potential employees

1/'i EXHIBIT E in a non-discriminatory manner including, but not limited to, the following actions as appropriate and available to the Contractor's field of work, The Contractor shall:

(a) Recruit and make efforts to obtain employees through:

(i) Advertising employment opportunities in minority and other community news media or other publications.

(ii) Notifying minority, women and other community organizations of employment opportunities.

(iii) Maintaining contact with schoo(s with diverse populations of students to notify them of employment opportunities.

(iv) Encouraging existing employees, including minorities and women, to refer their friends and relatives.

(v) Prornoting after school and vacation employment opportunities for minority, women and other youth.

(vi) Validating all job specifications, selectlon requirements, tests, etc.

(vii) Maintaining a file of the names and addresses of each worker referred to the Contractor and what action was taken concerning the worker,

(viii) Notifying the appropriate Awarding Authority and the DAA in writing when a union, with whom the Contractor has a collective bargaining agreement, has failed to refer a minority, woman or other worker.

(b) Continuaily evaluate personnel practices to assure that hiring, upgrading, promotions, transfers, demotions and layoffs are made in a non-discriminatory manner so os to achieve and maintain a diverse work force.

(C) Utilize training programs and assist minority, women and other employees in locating, qualifymg for and engaging in the training programs to enhance their skills and advancement.

(d) Secure cooperation or compliance from the labor referral agency to the Contractor's contractual Affirmative Action Program obligations.

(e) Establish a person at the management level of the Contractor to be the Equal Employment Practices officer. Such individual shall have the authority to disseminate and enforce the Contractor's Equal Employment and Affirmative Action Program policies,

(f) Maintain records as are necessary to determine compliance with Equai Employment Practices and Affirmative Action Program obligations and make the records available to City, State and Federal authoritles upon request,

lt EXHIBIT E

(g) Establish written company policies, rules and procedures which shall be encompassed in a company-wide Affirmative Action Program for all its operations and Contracts. The policies shall be provided to all employees, Sutx,ontractors, vendors, unions and all others with whom the Contractor may become involved in fulfilling any of its Contracts.

(h) Document its good faith efforts to correct any deficiencies when probtems are experienced by the Contractor in complying with its obtigations pursuant to this article. The Contractor shall state:

(i) What steps were taken, how and on what date.

(it) To whom those efforts were directed.

(iii) The responses received, from whom and when.

(iv) What other steps were taken or will be taken to comply and when,

(v) Why the Contractor has been or will be unable to comply.

2. Every contract of $25,000 or more which may provide construction, demolition, renovation, conservation or major maintenance of any kind shall also comply with the requirements of Section 10.13 of the Los Angeles Administrative Code,

L. The Affirmative Action Program required to be submitted hereunder and the pre-registration, pre-bid, pre-proposal or pre-award conference which may be required by the Awarding Authority shall, without limitation as to the subject or nature of employment activity, be concerned with such employment practices as:

1, Apprenticeship where approved programs are functioning, and other on- the-job training for non-apprenticeable occupations;

2. Classroom preparation for the job when not apprenticeable;

3. Pre-apprenticeship education and preparation;

4. Upgrading training and opportunities;

5. Encouraging the use of Contractors, Subcontractors and suppliers of all racial and ethnic groups; provided, however, that any contract subject to this ordinance shall require the Contractor, Subcontractor or supplier to provide not less than the prevailing wage, working conditions and practices generally observed in private industries in the Contractor's, Subcontractor's or supplier's geographical area for such work;

6. The entry of qualified women, minority and all other journeymen into the industry; and

l'l EXHIBIT E

7. The provision of needed supplies or job conditions to permit persons with disabilities to be employed, and minimize the impact of any disability.

M. Any adjustments which may be made in the Contractor's work force to achieve the requirements of the City's Affirmative Action Program in purchasing and construction shall be accomplished by either an increase in the size of the work force or replacement of those employees who leave the work force by reason of resignation, retirement or death and not by termination, layoff, demotion or change in grade.

N. This ordinance shall not confer upon the City of Los Angeles or any Agency, Board or Commission thereof any power not otherwise provided by Jaw to determine the lega)ity of any existing collective bargaining agreement and shall have application only to discriminatory employment practices by Contractors engaged in the performance of City Contracts.

0. All Contradors subject to the provisions of this article shall include a similar provision in all subcontracts awarded for work to be performed under the Contract with the City and shall impose the same obligations including, but not limited to, fiting and reporting obligations, on the Sutx,ontractors as are applicable to the Contractor. Failure of the Contractor to comply with this requirement or to obtain the compliance of its Subcontractors with all such obligations shall subject the Contractor to the imposition of any and all sanctions allowed by law, including, but not limited to, termination of the Contractor's Contract with the City.

13 Exhibit F

PEW SUPPLEMENT TEMPLATE

Petmit 8upplement No, To Master JoirR Revocalyle Permit No,

The undersigned parties hereby acknowledge and agcee that the following shall be assigned MJRP Index # ot replace MJRP Index # in Exhibit A [or A(x)] and Exhibit B [or B(x)] to reflect an addition, deletion or modification to the Permit Areas. Pursuant to the above change and Paragraph 3,1 of the Master Joint Revocable Permit, Exliibit A [or A(x)] is now replaced with the attaclied Exhibit A [or A(x)] [and Exhibit B [or B(x)] if anyl, whicli indicates the most recent Perinit Fee, as a result Of thi8 supplement, the Permit Fee [reinains $ ] Or [m nOW $ and rep]aces the latent PerniitFee illdiCated Jn Paragraph 3,1 and a8 8hOWnln tb8 prevtous EXhlblt A [01 A(X)]].

"CITIES"

THE CITY OF LONG BEACH, a municipal corporatton, acting by and through its Board of Harbor Commissioners

, 20 By: Naine: Title: Chief Executive, Long Beach Harbor Departinent

Approved as to form this day of , 20

, City Attomey

By: Name: Title: Deputy City Attorney

THE CITY OF LOS ANGELES, a municipal corporation, acting by and tlu:ough its Board of Harbor Commissioners

, 20 By: Name: Title: 'Executive DireCtOT, Ij)S Angeles Hatbor DeputtmenL

Approved El,s to .form this day of , 20

, City Amsrney

B9: Name: Title: Deputy City Attorney

"PERMITTEE" CrI'Y OF SOUTH GATE, a Calffotzia municipal corpotation

, 20 BY: Name: Title:

, 20 By: Namc: Title:

-74