8L
Date: June 23, 2026
To: Honorable Mayor and Members of the City Council
From: Alvin Papa, Public Works Director
By: Chuck Schaich, Policy and Resources Specialist | [email protected] Subject: Public Works – Approve Fifth Amendment to Tri-Party Agreement for Usage of Recycled Water at the Torrance Refinery. Expenditure: None.
RECOMMENDATION
Recommendation of the Public Works Director that City Council approve a fifth amendment to a tri-party agreement (C2021-027) with the City of Torrance (City), the Torrance Refining Company, LLC (TORC), and the West Basin Municipal Water District (WBMWD) to extend the continued use of recycled water at the TORC Refinery for an additional five-month period beginning July 1, 2026, and ending November 30, 2026.
FUNDING
None required.
DISCUSSION
The tri-party agreement between the City, TORC, and WBMWD functions as a pass-through arrangement, with all recycled water-related costs fully reimbursed by TORC.
With the City Council's adoption of a new recycled water rate structure on January 13, 2026 (Resolution No. 2026-09), all recycled water customers within the Torrance Municipal Service Area are charged a five (5) percent administrative fee on the current recycled water commodity (quantity) charges levied by WBMWD, effective February 1, 2026. These charges will be adjusted accordingly when WBMWD updates its rates.
A monthly fixed meter service charge (readiness-to-serve fee) will be assessed only for meters that are owned and serviced by the City, in accordance with the City's Proposition 218-approved rate structure. The total charges billed by the City to the TORC Refinery consist of the applicable WBMWD volumetric water charges plus the City's administrative charge.
Although significant progress has been made in resolving outstanding financial and technical issues, there are still several matters that need to be finalized between TORC and WBMWD before the parties can enter into a new long-term five-year recycled water service agreement with an extension option. To allow additional time for the resolution of these outstanding issues, all parties have agreed to extend the current agreement term for an additional five-month period from July 1, 2026, through November 30, 2026.
1 City Council
June 23, 2026
With the implementation of the new recycled water rate structure effective February 1, 2026, all issues pertaining to the City have been resolved at this time. All parties remain actively engaged and committed to finalizing a new long-term recycled water service agreement prior to November 30, 2026.
ATTACHMENTS
1. Fifth Amendment for Usage of Recycled Water at the Torrance Refinery
2. Fourth Amendment for Usage of Recycled Water at the Torrance Refinery
3. Third Amendment for Usage of Recycled Water at the Torrance Refinery
4. Second Amendment for Usage of Recycled Water at the Torrance Refinery
5. First Amendment for Usage of Recycled Water at the Torrance Refinery
6. Agreement for Usage of Recycled Water at the Torrance Refinery 2 1
FIFTH AMENDMENT TO AGREEMENT FOR USAGE OF WEST BASIN MUNICIPAL
WATER DISTRICT NITRIFIED RECYCLED WATER AT TORRANCE REFINERY (No. C2021-027)
This Fifth Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No. C2021-027 (“Fifth Amendment”) is made effective as of July 1, 2026 (the “Effective Date”), by and between the City of Torrance, a municipal corporation and charter law city (“City”), the Torrance Refining Company LLC, a Delaware limited liability company (“TORC”), and the West Basin Municipal Water District, a California special district (“District”). City, TORC, and District may sometimes be referred to herewith individually as a “Party” and collectively as “Parties.”
RECITALS
WHEREAS, on March 1, 2021, City, TORC, and District entered into an Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery C2021-027 (the “Agreement”), which established the terms and conditions pursuant to which City and District provide nitrified recycled water for cooling tower use and landscape irrigation by TORC at the Torrance Refinery (“Refinery”) located in Torrance, California; and WHEREAS, the Parties entered into the First Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No.
C2021-027 (“First Amendment”), dated and effective on September 1, 2023; and WHEREAS , the First Amendment extended the term of the Agreement by twelve months, through August 31, 2024; and
WHEREAS , the Second Amendment extended the term of the Agreement by twelve months, through August 31, 2025; and
WHEREAS , the Third Amendment extended the term of the Agreement by five months, through January 31, 2026; and
WHEREAS , the Fourth Amendment extended the term of the Agreement by six months, which now is set to expire on June 30, 2026; and WHEREAS , by way of this Fifth Amendment, the Parties now wish to extend the term of the Agreement by another five months through November 30, 2026, in order to continue good-faith negotiations between the Parties for a new long-term agreement for recycled water service to the Refinery; and
WHEREAS , the Parties intend that any new agreement for the supply of recycled water to TORC reached pursuant to this extension will be deemed effective December 1, 2026, unless the Parties execute a replacement agreement with an earlier effective date.
AGREEMENT
NOW, THEREFORE , for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement as follows:
3 ATTACHMENT 1
2 1. Definitions. The capitalized terms defined in this Fifth Amendment have the meanings assigned to them, including terms defined by inclusion in quotation marks and parentheses. All other capitalized terms used, but not defined, herein shall have the same meanings assigned to such terms in the Agreement, the First Amendment, the Second Amendment, the Third Amendment, or the Fourth Amendment.
2. Agreement Term – Section 1. The Term is amended to read in its entirety as follows:
"1 Agreement Term. This Agreement shall commence on March 1, 2021, and terminate on November 30, 2026 (‘Term’), unless superseded earlier by a new written agreement executed by the Parties.”
3. Ownership of the Ammonia Removal Facility and Piping . Pursuant to Section 8, the District and TORC negotiated in good faith and reached an agreement as to the ownership of the Ammonia Removal Facility and Piping. The District and TORC will cooperate in good faith to achieve a transfer of ownership to TORC with minimum impact to the Parties.
4. Reconciliation . For the period of July 1, 2026, to November 30, 2026, the District and TORC agree that a reconciliation shall be performed by the Parties based on the reasonable actual costs incurred by the District under the Agreement and methodology referenced in the January 13, 2026, letter from TORC to the District. The Parties agree to continue cooperating in good faith in determining reasonable costs pursuant to this methodology. The District and TORC agree that Onsite Capital Projects will require written approval by TORC in order for such costs to be recovered by the District during the reconciliation process. All reasonable actual costs incurred by the District under the Agreement, other than costs associated with Onsite Capital Projects, will not require written approval by TORC in order for such costs to be considered eligible costs for reconciliation. Such eligible costs include, but are not limited to, the cost of replacement, repair, or refurbishment of capital assets associated with the delivery of recycled water for cooling tower use and landscape irrigation. Parties shall attempt to resolve any disputes over reconciliation through good faith discussions and negotiations before invoking the Alternative Dispute Resolution provisions of Section 16 of the Agreement. Notwithstanding the forgoing, and for the sake of clarity, this Section 4, does not supersede the reconciliation periods of Section 5 and 6 of the Agreement, the reconciliation period of Section 4 of the First Amendment, the reconciliation period of Section 4 of the Second Amendment, or the reconciliation period of Section 4 of the Third Amendment or the reconciliation period of Section 4 of the Fourth Amendment.
5. City Administrative Charge . The City will apply, and TORC agrees to pay, an administrative charge in accordance with the City’s Recycled Water Rate Resolution No. 2026-09, as may be amended or superseded by the City with 60-day advance notice.
6. Effect of the Amendment . Except as expressly amended, supplemented, and modified herein, nothing in this Fifth Amendment in any way alters or amends the restrictions, rights or obligations under Agreement, the First Amendment, the Second Amendment, the Third Amendment, or the Fourth Amendment that are not expressly amended herein, and all other provisions in the Agreement are hereby ratified, 4 3
confirmed and remain in full force and effect. This Fifth Amendment shall prevail and control with respect to any inconsistency between the interpretation of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and this Fifth Amendment and any other addendum or prior amendment.
IN WITNESS WHEREOF , the Parties have executed this Fifth Amendment through their authorized representatives as evidenced by their signatures below.
City of Torrance Torrance Refining Company LLC
By:
George K. Chen, Mayor
By:
ATTEST:
By:
Rebecca Poirier, MMC
City Clerk
West Basin Municipal Water District
By:
APPROVED AS TO FORM
PATRICK Q. SULLIVAN, City Attorney
By:
Patrick Q. Sullivan
5 65506.00001\44562280.1
1 FOURTH AMENDMENT TO AGREEMENT FOR USAGE OF WEST BASIN MUNICIPAL
WATER DISTRICT NITRIFIED RECYCLED WATER AT TORRANCE REFINERY (No. C2021-027)
This Fourth Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No. C2021-027 (“Fourth Amendment”) is made effective as of February 1, 2026 (the “Effective Date”), by and between the City of Torrance, a municipal corporation and charter law city (“City”), the Torrance Refining Company LLC, a Delaware limited liability company (“TORC”), and the West Basin Municipal Water District, a California special district (“District”). City, TORC, and District may sometimes be referred to herewith individually as a “Party” and collectively as “Parties.”
RECITALS
WHEREAS, on March 1, 2021, City, TORC, and District entered into an Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery C2021-027 (the “Agreement”), which established the terms and conditions pursuant to which City and District provide nitrified recycled water for cooling tower use and landscape irrigation by TORC at the Torrance Refinery (“Refinery”) located in Torrance, California; and WHEREAS, the Parties entered into the First Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No.
C2021-027 (“First Amendment”), dated and effective on September 1, 2023; and
WHEREAS
, th e First Amendment extended the term of the Agreement by twelve (12) months, through August 31, 2024; and
WHEREAS
, the Secon d Amendment extended the term of the Agreement by twelve (12) months, through August 31, 2025; and
WHEREAS
, the Third Amendment extended the term of the Agreement by five (5) months, which now is set to expire on January 31, 2026; and
WHEREAS
, by way of this Fourth Amendment, the Parties now wish to extend the term of the Agreement by another five (5) months through June 30, 2026, in order to continue good-faith negotiations between the Parties for a new long-term agreement for recycled water service to the Refinery; and
WHEREAS
, t
he Parties intend that any new agreement for the supply of recycled water to TORC reached pursuant to this extension will be deemed effective July 1, 2026.
AGREEMENT
NOW, THEREFORE
, fo r valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement as follows:
1. Definitions. The capitalized terms defined in this Fourth Amendment have the meanings assigned to them, including terms defined by inclusion in quotation marks and parentheses. All other capitalized terms used, but not defined, herein shall have 3 ATTACHMENT 2
6 65506.00001\44562280.1
2 the same meanings assigned to such terms in the Agreement, the First Amendment, the Second Amendment, or the Third Amendment.
2.Agreement Term – Section 1. The Term is amended to read in its entirety as follows:
"1Agreement Term. This Agreement shall commence on March 1, 2021 and terminate on June 30, 2026 (‘Term’).”
3.Ownership of the Ammonia Removal Facility and Piping . Pursuant to Section 8, the District and TORC negotiated in good faith and reached an agreement as to the ownership of the Ammonia Removal Facility and Piping. The District and TORC will cooperate in good faith to achieve a transfer of ownership to TORC with minimum impact to the Parties.
4. Reconciliation. For the period of February 1, 2026 to June 30, 2026, the District and TORC agree that a reconciliation shall be performed by the Parties based on the reasonable actual costs incurred by the District under the Agreement and methodology referenced in the January 13, 2026 letter from TORC to the District.
T h e l e t t e r i s a t t a c h e d a s E x h i b i t A a n d i s i n c o r p o r a t e d i n t o t h i s A m e n d m e n t b y t h i s r e f e r e n c e . The Parties agree to continue cooperating in good faith in determining reasonable costs pursuant to this methodology. The District and TORC agree that Onsite Capital Projects will require written approval by TORC in order for such costs to be recovered by the District during the reconciliation process. All reasonable actual costs incurred by the District under the Agreement, other than costs associated with Onsite Capital Projects, will not require written approval by TORC in order for such costs to be considered eligible costs for reconciliation. Such eligible costs include, but are not limited to, the cost of replacement, repair, or refurbishment of capital assets associated with the delivery of recycled water for cooling tower use and landscape irrigation. Parties shall attempt to resolve any disputes over reconciliation through good faith discussions and negotiations before invoking the Alternative Dispute Resolution provisions of Section 16 of the Agreement. Notwithstanding the forgoing, and for the sake of clarity, this Section 4, does not supersede the reconciliation periods of Section 5 and 6 of the Agreement, the reconciliation period of Section 4 of the First Amendment, the reconciliation period of Section 4 of the Second Amendment, or the reconciliation period of Section 4 of the Third Amendment.
5.City Administrative Charge . The City will apply, and TORC agrees to pay, an administrative charge in accordance with the City’s Recycled Water Rate Resolution No. 2026-09, as may be amended or superseded by the City with 60-day advance notice.
6.Effect of the Amendment . Except as expressly amended, supplemented, and modified herein, nothing in this Fourth Amendment in any way alters or amends the restrictions, rights or obligations under Agreement, the First Amendment, the Second Amendment, or Third Amendment that are not expressly amended herein, and all other provisions in the Agreement are hereby ratified, confirmed and remain in full force and effect. This Fourth Amendment shall prevail and control with respect to any inconsistency between the interpretation of the Agreement, the First Amendment, the 4 7
65506.00001\44562280.1
3 Second Amendment, the Third Amendment, and this Fourth Amendment and any other addendum or prior amendment.
5 8
65506.00001\44562280.1
IN WITNESS WHEREOF , the Parties have executed this Fourth Amendment through their authorized representatives as evidenced by their signatures below.
City of Torrance Torrance Refining Company LLC
By: _______________________
George K. Chen, Mayor
By: _______________________
ATTEST:
By: _______________________
Rebecca Poirier, MMC
City Clerk
West Basin Municipal Water District
By: _______________________
APPROVED AS TO FORM
PATRICK Q. SULLIVAN, City Attorney
By: _______________________
Patrick Q. Sullivan
Attachment: Exhibit A Letter from TORC to District dated January 13, 2026 6 9
7 10
8 11
65506.00001
\
43937476.1
1 THIRD AMENDMENT TO AGREEMENT FOR USAGE OF WEST BASIN MUNICIPAL
WATER
DISTRICT
NITRIFIED
RECYCLED
WATER
AT
TORRANCE
REFINERY
(No.
C2021
-
027)
This Third Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No. C2021 -
027 (
“
Second Amendment
”
) is
made effective as of September 1, 2025 (the
“
Effective Date
”
), by and between the City of
Torrance, a municipal corporation and charter law city ( “
City
”
), the Torrance Refining
Company LLC, a Delaware limited liability company (
“
TORC
”
), and the West Basin Municipal
Water District, a California special district (
“
District
”
).
City, TORC, and District may
sometimes be referred to herewith individually as a
“
Party
”
and collectiv
ely as
“
Parties.
”
RECITAL
S
WHEREAS,
on March 1, 2021, City, TORC, and District entered into an Agreement
for Usage
of
West Basin Municipal
Water
District Nitrified Recycled
Water at Torrance
Refinery C2021
-
027 (the
“
Agreement
”
), which
established the terms and conditions pursuant
to which City and District provide nitrified recycled water for cooling tower use and landscape irrigation by TORC at the Torrance Refinery (
“
Refinery
”
) located in Torrance, California; and
WHEREAS,
the Parties entered into the First Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No.
C2021
-
027 (
“
First Amendment
”
), dated and effective on September 1, 2023; and
WHEREAS
,
the
First
Amendment
extended
the
term
of
the
Agreement
by
twelve
(12)
months,
through
August
31,
2024;
and
WHEREAS
,
the
Second Amendment
extended
the
term
of
the
Agreement
by
twelve
(12)
months,
which
now
is
set
to
expire
on
August
31,
2025;
and
WHEREAS
, by way of this
Third Amendment, the Parties now wish to extend the term of the Agreement by another five (5) months through January 31, 2026 by this Third Amendment, in order to continue good
-
faith negotiations between the Parties for a new long
-
term agreement for recycl
ed water service to the Refinery; and
WHEREAS
, the Parties intend
that any
new
agreement
for the supply
of recycled
water to TORC reached pursuant to this extension will be deemed effective February 1, 2026.
AGREEMENT
NOW, THEREFORE
, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement
as follows:
1. Definitions.
The
capitalized
terms
defined
in
this
Third
Amendment have
the
meanings
assigned
to
them,
including
terms
defined
by
inclusion
in quotation marks
and parentheses.
All other capitalized terms used, but not defined, herein shall have the same meanings assigned to such terms in the Agreement or the First Amendment.
2. Agreement Term
–
Section 1.
The Term is amended to read in its entirety as follows:
ATTCHMENT
3 3
12 65506.00001\43937476.1
2 "1 Agreement Term. This Agreement shall commence on March 1, 2021 and terminate on January 31, 2026 (‘Term’).”
3. Ownership of the Ammonia Removal Facility and Piping . Pursuant to Section 8, the District and TORC negotiated in good faith and reached an agreement as to the ownership of the Ammonia Removal Facility and Piping. The District and TORC will cooperate in good faith to achieve a transfer of ownership to TORC with minimum impact to the Parties.
4. Reconciliation. For the period of September 1, 2025 to January 31, 2026, the District and TORC agree that a reconciliation shall be performed by the Parties based on the reasonable actual costs incurred by the District under the Agreement. The Parties agree to continue cooperating in good faith in determining how the District ’s total recoverable reasonable actual costs are defined. The District and TORC agree that Onsite Capital Projects will require written approval by TORC in order for such costs to be recovered by the District during the reconciliation process. All reasonable actual costs incurred by the District under the Agreement, other than costs associated with Onsite Capital Projects, will not require written approval by TORC in order for such costs to be considered eligible costs for reconciliation. Such eligible costs include, but are not limited to, the cost of replacement, repair, or refurbishment of capital assets associated with the delivery of recycled water for cooling tower use and landscape irrigation. Parties shall attempt to resolve any disputes over reconciliation through good faith discussions and negotiations before invoking the Alternative Dispute Resolution provisions of Section 16 of the Agreement. Notwithstanding the forgoing, and for the sake of clarity, this Section 4, does not supersede the reconciliation periods of Section 5 and 6 of the Agreement, the reconciliation period of Section 4 of the First Amendment, or the reconciliation period of Section 4 of the Second Amendment.
5. Effect of the Amendment . Except as expressly amended, supplemented, and modified herein, nothing in this Third Amendment in any way alters or amends the restrictions, rights or obligations under Agreement, the First Amendment, or Second Amendment that are not expressly amended herein, and all other provisions in the Agreement are hereby ratified, confirmed and remain in full force and effect. This Third Amendment shall prevail and control with respect to any inconsistency between the interpretation of the A greement, the First Amendment, the Second Amendment, and this Third Amendment and any other addendum or prior amendment. 4 13
65506.00001\43937476.1
IN WITNESS WHEREOF, the Parties have executed this Third Amendment through their authorized representatives as evidenced by their signatures below.
City of Torrance Torrance Refining Company LLC
By: _______________________
George K. Chen, Mayor
By: _______________________
ATTEST:
By: _______________________
Rebecca Poirier, MMC
City Clerk
West Basin Municipal Water District
By: _______________________
APPROVED AS TO FORM
PATRICK Q. SULLIVAN, City Attorney
By: _______________________
Patrick Q. Sullivan
5 14
5 ATTACHMENT A
SECOND AMENDMENT TO AGREEMENT FOR USAGE OF WEST BASIN
MUNICIPAL WATER DISTRICT NITRIFIED RECYCLED WATER AT TORRANCE
REFINERY
(No. C2021-027)
This Second Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No. C2021-027 ("Second Amendment") is made effective as of September 1, 2024 (the "Effective Date"), by and between the City of Torrance, a municipal corporation and charter law city ("City"), the Torrance Refining Company LLC, a Delaware limited liability company ("TORC"), and the West Basin Municipal Water District, a California special district ("District"). City, TORC, and District may sometimes be referred to herewith individually as a "Party" and collectively as "Parties".
RECITALS
WHEREAS, on March 1, 2021, City, TORC, and District entered into an Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery C2021-027 (the "Agreement"), which established the terms and conditions pursuant to which City and District provide nitrified recycled water for cooling tower use and landscape irrigation by TORC at the Torrance Refinery ("Refinery") located in Torrance, California; and
WHEREAS, the Parties entered into the First Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No. C2021-027 ("First Amendment"), dated and effective on September 1, 2023;and
WHEREAS, the First Amendment extended the term of the Agreement by twelve (12) months, which now is set to expire on August 31, 2024; and WHEREAS, by way of this Second Amendment, the Parties now wish to extend the term of the Agreement by another twelve (12) months through August 31, 2025 by this Second Amendment, in order to continue good-faith negotiations between the Parties for a new long-term agreement for recycled water
service
to the Refinery; and
WHEREAS, the Parties intend that any new agreement for the supply of recycled water to TORC reached pursuant to this extension will be deemed effective September 1, 2025.
ATTACH~l
ATTACHMENT
4 15
6 AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement as follows:
1. Definitions. The capitalized terms defined in this Second Amendment have the meanings assigned to them, including terms defined by inclusion in quotation marks and parentheses. All other capitalized terms used, but not defined, herein shall have the same meanings assigned to such terms in the Agreement or the First Amendment.
2. Agreement Term - Section 1. The Term is amended to read in its entirety as follows:
"1. Agreement Term. This Agreement shall commence on March 1, 2021 and terminate on August 31, 2025 ('Term')."
3. Ownership of the Ammonia Removal Facility and Piping. Pursuant to Section·a, the District and TORC negotiated in good faith and reached an agreement as to the ownership of the Ammonia Removal Facility and Piping. The District and TORC will cooperate in good faith to achieve a transfer of ownership to TORC with minimum impact to the Parties.
4. Reconciliation. For the period of September 1, 2024 to August 31, 2025, the District and TORC agree that a reconciliation shall be performed by the Parties based on the reasonable actual costs incurred by the District under the Agreement. The Parties agree to continue cooperating in good faith in determining how the District's total recoverable reasonable actual costs are defined. The District and TORC agree that Onsite Capital Projects will require written approval by TORC in order for such costs to be recovered by the District during the reconciliation process. All reasonable actual costs incurred by the District under the Agreement, other than costs associated with Onsite Capital Projects, will not require written approval by TORC in order for such costs to be considered eligible costs for reconciliation. Such eligible costs include, but are not limited to, the cost of replacement, repair, or refurbishment of capital assets associated with the delivery of recycled water for cooling tower use and landscape irrigation. Parties shall attempt to resolve any disputes over reconciliation through good faith discussions and negotiations before invoking the Alternative Dispute Resolution provisions of Section 16 of the Agreement. Notwithstanding the forgoing, and for the sake of clarity, this Section 4, does not supersede the reconciliation periods of Section 5 and 6 of the Agreement or the reconciliation period of Section 4 of the First Amendment.
ATTACH-I
16 7
5. Effect of the Amendment. Except as expressly amended, supplemented, and modified herein, nothing in this Second Amendment in any way alters or amends the restrictions, rights or obligations under Agreement or First Amendment that are not expressly amended herein, and all other provisions in the Agreement are hereby ratified, confirmed and remain in full force and effect. This Second Amendment shall prevail and control with respect to any inconsistency between the interpretation of the Agreement, the First Amendment, and this Second Amendment and any other addendum or prior amendment.
IN WITNESS WHEREOF, the Parties have executed this Second Amendment through their authorized representatives as evidenced by their signatures below.
City of Torrance
By:----------
George K. Chen, Mayor
ATTEST:
By:----------
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:-----------
Patrick Q. Sullivan
65506.0000 I \42368408.2
ATTACH-I
Torrance Refining Company LLC
By:------------
West Basin Municipal Water District
By:------------
17 8
18 4
ATTACHMENT A
FIRST AMENDMENT TO AGREEMENT FOR USAGE OF WEST BASIN MUNICIPAL
WATER DISTRICT NITRIFIED RECYCLED WATER AT TORRANCE REFINERY (No. C2021-027)
This First Amendment to the Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery No. C2021-027 ("First Amendment") is made effective as of September 1, 2023 (the "Effective Date"), by and between the City of Torrance, a municipal corporation and charter law city ("City"), the Torrance Refining Company LLC, a Delaware limited liability company ("TORC"), and the West Basin Municipal Water District, a California special district ("District"). City, TORC, and District may sometimes be referred to herewith individually as a "Party" and collectively as "Parties".
RECITALS
WHEREAS, on March 1, 2021, City, TORC, and District entered into an Agreement for Usage of West Basin Municipal Water District Nitrified Recycled Water at Torrance Refinery C2021-027 (the "Agreement"), which established the terms and conditions pursuant to which City and District provide nitrified recycled water for cooling tower use and landscape irrigation by TORC at the Torrance Refinery ("Refinery") located in Torrance, California; and
WHEREAS, the Agreement is set to expire on August 31, 2023; and WHEREAS, by way of this First Amendment, the Parties now wish to extend the term of the Agreement by twelve (12) months through August 31, 2024, in order to continue good-faith negotiations between the Parties for a new long-term agreement for recycled water service to the Refinery; and
WHEREAS, the Parties intend that any new agreement for the supply of recycled water to TORC reached pursuant to this extension will be deemed effective September 1, 2024.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement as follows:
Torrance Draft of Tri-Party Nitrified Water Agreement Extension - BBK Revised 8-2-23-cl ATTACHMENT 5
19 5
1. Definitions. The capitalized terms defined in this First Amendment have the meanings assigned to them, including terms defined by inclusion in quotation marks and parentheses. All other capitalized terms used, but not defined, herein shall have the same meanings assigned to such terms in the Agreement.
2. Agreement Term - Section 1. The Term is amended to read in its entirety as follows:
"1. Agreement Term. This Agreement shall commence on March 1, 2021 and terminate on August 31, 2024 ('Term')."
3. Ownership of the Ammonia Removal Facility and Piping. Pursuant to Section 8, the District and TORC negotiated in good faith and reached an agreement as to the ownership of the Ammonia Removal Facility and Piping. The District and TORC will cooperate in good faith to achieve a transfer of ownership to TORC with minimum impact to the Parties.
4. Reconciliation. For the period of September 1, 2023 to August 31, 2024, the District and TORC agree that a reconciliation shall be performed by the Parties based on the reasonable actual costs incurred by the District under the Agreement. The Parties agree to continue cooperating in good faith in determining how the District's total recoverable reasonable actual costs are defined. The District and TORC agree that Onsite Capital Projects will require written approval by TORC in order for such costs to be recovered by the District during the reconciliation process. All reasonable actual costs incurred by the District under the Agreement, other than costs associated with Onsite Capital Projects, will not require written approval by TORC in order for such costs to be considered eligible costs for reconciliation. Such eligible costs include, but are not limited to, the cost of replacement, repair, or refurbishment of capital assets associated with the delivery of recycled water for cooling tower use and landscape irrigation. Parties shall attempt to resolve any disputes over reconciliation through good faith discussions and negotiations before invoking the Alternative Dispute Resolution provisions of Section 16 of the Agreement.
5. Effect of the Amendment. Except as expressly amended, supplemented, and modified herein, nothing in this First Amendment in any way alters or amends the restrictions, rights or obligations under Agreement that are not expressly amended herein, and all other provisions in the Agreement are hereby ratified, confirmed and remain in full force and effect. This First Amendment shall prevail and control with respect to any inconsistency between the interpretation of the Agreement and the First Amendment and any other addendum or prior amendment.
Torrance Draft of Tri-Party Nitrified Water Agreement Extension - BBK Revised 8-2-23-cl 20 6
IN WITNESS WHEREOF, the Parties have executed this First Amendment through their authorized representatives as evidenced by their signatures below.
City of Torrance
By:----------
George K. Chen, Mayor
ATTEST:
By:----------
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:-----------
Patrick Q. Sullivan
65506.00001\41535130.1
Torrance Refining Company LLC
By:------------
West Basin Municipal Water District
By:------------
Torrance Draft of Tri-Party Nitrified Water Agreement Extension - BBK Revised 8-2-23-cl 21 7
22 ATTACHMENT 6
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