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Resolution No. 6139 ~ \. 1 2 3 4 5 6 7 1v RESOLUTION NO. 6139 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A GAS PURCHASE AND SALES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THE SIGNAL FUELS TRADING COMPANY WHEREAS, decisions of the California Public Utilities 8 Commission before July 1991 made natural gas supplie's and 9 transportation more available to users such as the City of Vernon; 10 and 11 WHEREAS, the City of Vernon elected during 1991 to 12 participate in the Targeted Sales Program with the Southern 13 California Gas Company (tlSoCalGas"); and 14 WHEREAS, the Targeted Sales Program provides that a third 15 party such as Signal Fuels Trading Company may act as agent for a 16 customer such as the City; and 17 WHEREAS, the City of Vernon executed a Gas Purchase and 18 Sales Agreement with the Signal Fuels Trading Company ("Signal 19 Fuels") on July 16, 1991, under which Signal Fuels agreed during a 20 one-year term both to sell natural gas on favorable terms to the City 21 of Vernon and to act as the City'S agent for acquiring said natural 22 gas; and 23 WHEREAS, the previous Gas Purchase and Sales Agreement 24 between the parties will terminate on July 31, 1992, and the parties 25 desire to enter a new Gas Purchase and Sales Agreement on similar 26 terms for the period from August 1, 1992 to July 31, 1993. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 28 CITY OF VERNON AS FOLLOWS: \. 1 SECTION 1: The City 'Council of the city of Vernon hereby 2 finds and determines that the recitals contained hereinabove are true 3 and correct. 4 SECTION 2: The City Council of the City of Vernon hereby 5 approves the Agreement, a copy of which has been presented to the 6 City Council concurrently with this resolution, and the City Council 7 hereby orders said Agreement to be received and filed by the city 8 Clerk. 9 SECTION 3: The City Council of the City of Vernon hereby 10 authorizes the Mayor and the City Clerk to execute said Agreement 11 for, and on behalf of, the City of Vernon to be effective August 1, 12 1992. 13 SECTION 4: The City Clerk of the City of Vernon shall 14 certify to the passage of this resolution, and thereupon and 15 thereafter the same shall be in full force and effect. 16 17 18 19 A~: 20 BRUCE V. 21 22 23 24 25 26 27 28 APPROVED AND ADOPTED this 21st day of July, 1992. ~ -2- .\. 1 STATE OF CALIFORNIA ) )ss 2 COUNTY OF LOS ANGELES ) 3 I, BRUCE V. MALKENHORST, City Clerk of the city of Vernon, 4 do hereby certify that the foregoing Resolution, being Resolution No. 5 6139, was duly adopted by the City Council of the City of Vernon at 6 a regular meeting of the City Council duly held on Tuesday, July 21, 7 1992, and thereafter was duly signed by the Mayor of the City of 8 Vernon. 9 10 11 (SEAL) 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BRUCE V. MALKENHORST, -3- ',.I \: 1 2 3 4 5 6 7 ~ .~ RESOLUTION NO. 6139 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A GAS PURCHASE AND SALES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THE SIGNAL FUELS TRADING COMPANY WHEREAS, decisions of the California Public utilities 8 Commission before July 1991 made natural gas supplies and 9 transportation more available to users such as the City of Vernon; 10 and 11 WHEREAS, the City of Vernon elected durinq 1991 to 12 participate in the Targeted Sales Program with the Southern 13 California Gas Company (ltSoCalGaslt); and 14 WHEREAS, the Targeted Sales Program provides that a third 15 party such as signal Fuels Trading Company may act as agent for a 16 customer such as the City; and 17 WHEREAS, the City of Vernon executed a Gas Purchase and 18 Sales Agreement with the Signal Fuels Trading Company (ltSignal 19 Fuels") on July 16, 1991, under which Signal Fuels agreed during a 20 one-year term both to sell natural gas on favorable terms to the City 21 of Vernon and to act as the City'S agent for acquiring said natural 22 gas; and 23 WHEREAS, the previous Gas Purchase and Sales Agreement 24 between the parties will terminate on July 31, 1992, and the parties 25 desire to enter a new Gas Purchase and Sales Agreement on similar 26 terms for the period from August 1, 1992 to July 31, 1993. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 28 CITY OF VE:RNON AS FOLLOWS: .i- ~ 1 .. ~ 2 finds and determines that the recitals contained hereinabove are true SECTION 1: The City 'council of the City of Vernon hereby 3 and correct. 4 SECTION 2: The City council of the City of Vernon hereby 5 approves the Agreement, a copy of which has been presented to the 6 City Council concurrently with this resolution, and the City Council 7 hereby orders said Agreement to be received and filed by the City 8 Clerk. 9 10 authorizes the Mayor and the City Clerk to execute said Agreement SECTION 3: The City Council of the City of Vernon hereby 11 for, and on behalf of, the City of Vernon to be effective AUgust 1, 12 1992. 13 SECTION 4: The City Clerk of the City of Vernon shall 14 certify to the passage of this resolution, and thereupon and 15 thereafter the same shall be in full force and effect. 16 17 18 19 Afi' 20 BRUCE V.. 21 22 23 24 25 26 27 28 APPROVED AND ADOPTED this 21st day of July, 1992. ~~. ~LEONIS CiiALB .. G, ""yor~ -2- , ."- .( '. 1 STATE OF CALIFORNIA ) )ss 2 COUNTY OF LOS ANGELES ) 3 I, BRUCE V. MALKENHORST, City Clerk of the city of Vernon, 4 do hereby certify that the foregoing Resolution, being Resolution No. 5 6139, was duly adopted by the City Council of the city of Vernon at 6 a regular meeting of the City Council duly held on Tuesday, July 21, 7 1992, and thereafter was duly signed by the Mayor of the City of 8 Vernon. 9 10 11 (SEAL) 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4-~ BRUCE V. MALKENHORST, -3- .. ~ ~./3r SIGNAL FUELS TRADING COMPANY GAS PURCHASE AND SALES AGREEMENT FOR COMPLIANCE WITH SOUTHERN CALIFORNIA GAS COMPANY PROCUREMENT PROGRAM This Agreement, when executed in the space pravided belaw,shall set farththe terms and qanditians by and under which SIGNAL FUELS TRADING COMPANY, as Seller, shall deliver and sell to. the CITY OF VERNON, and Buyer, qertain quantities af natural gas as fallaws: 1. NATURE OF SERVICE: Seller shall be the sale saurce of supply af natural gCisfartheBuyer's gas turbines during the term af the agreement. 2 . TERM: This Agreement shall ca~ence on August 1 , 1992 and became effective until the earlieraf July 31, 1993 ar when the Targeted Sales pragram is terminated.. Buyer and Seller may agree to. extend thi~l\.greement after the . terminatian af the Targeted Sales Pragram>.far a periad mutually agreed by bath Parties but . no. later than July 31, 1993. . 3 . QUANTITY AND PRICE: subject to. all the terms, canditians, and limitatians set forth in this Agreement, Seller agrees to. sell.and deli verar cause to. be. delivered to. Buyer, and Buyer agrees to. purchaseand.r~ceivefrom Seller natural gas in the quantities as set .farth in Exhibit "An af this Agreement. The prices shall .be equal to the applicable Inside FERC's price Inde){ plus $0.01 far the apprapriate basinin.$aCaIGas' Targeted Sales pragram far the periad in which gas is.delivered. 4. DELIVERY POINT: Gas Shall be delivered at the Paints af Delivery asset forth in Exhibit A. 5. PRIORITY: Gas shall .be delivered at the Paint of Delivery which will pravide the.Buyer the least cast at the Buyer'S meter. 6. AGENCY: selle:tisdesignate~ Buyer'S agent far the pUJ;'poses af infarming Sauthern Califarnia Gas Campany ("SaCaIGas")afthe Naminated Valume and shall make said naminatians an behalf af Buyer as required.by SalCalGas, as well as far the purpasesaf balancing and imbalance trading. Buyer shall pravide the Seller with weekly and manthly meter readings if available sa that Seller .maymanitar as utilizatian and adjust naminations. Buyer shall make best effart to. pravide Seller. with at. least 72 haurs priar.telephane natificatian, fallawed by a canfirmatian letter, af significant changes in gas usage including, but not limited to., productian changes,. plant shutdowns. far any reasan or other changes in usage sa that gas naminatianvolumes can be adjusted accardingly~ 7. BALANCING: Seller and Buyer will make everyrea~onable effort to avoid imbalances. In the event an i~balance greater than the SoCalGastolerance level occurs, Seller will make every reasonable effort to trade such. imbalance at no extra cost to 13uyer. If additional cost is incurred by the City of Vernon due to an imbalance, thei party responsible for the imbalance will also be responsible for the .additional cost. 8. SOCALGAS AS PURCHASER: Buyer shall have the option to designateSoCalGa~ as the purchaser of natural gas made available to the Buyer by the seller pursuant to this Agl:'eement. Seller agrees to reimburse the Buyer for the excess payment if SoCalGas' payment to Seller is greater than what the bill to the Buyer would have been .ifthebuyer ..purchased the gas. 9. TARGETED SALES : .. Upon the termination of the Targeted Sales Service Agreement between the Buyer and SoCalGas, or upon Buyer's inability to pur?hase gas through the Targeted Sales Service Agreement, the.following changes shall be in effect: 9.1 Seller shall no longer be an agent qf Buyer. 9.2 Quantities and price will be subject to mutual agreement. 9.3 Seller may not be the sole source of supply of natural gas. 10. QUALITY AND MEASUREMENT: All units of measurement, measurement specifications and devises , quality, heating value, testing specification~,.delivery terms, and specifications of the gas to be delivered to Buyer pursuant hereto shall be in accordance with SoCalGas rules, regulations.and tariffs as filed with and approved by the California Public Commission, as may be changed time to time. All such rules, regulations and tariffs are hereby expressly incol:'porated herein by reference. 11. PASSAGE OF TITLE: Title to all gas hereunder shall pass from Seller to Buyer at the applicable delivery point. 12. WARRANTY OF TITLE: Seller warrants its title and right to sell all natural gas delivered.. hereunder, and warrants .that. such gas shall be free and clear for liens and adverse claims and.> is in conformity with all valid laws, order, rules and regulations of duly cons.tituted authorities having jurisdiction. 13. BILLING AND PAYMENT: On or before the tenth ( 10th) .work day o.f the month following each month of deliveries, Seller shall render an invoice to Buyer stating the total amount of gas used hereunder during the preceding calendar month. On or before the twenty-fifth (25th) day of the month or fifteen (15) days after receipt of inVoice, following each month of deliveries,.BuyerShall render payment to Seller for the total amount of gas usage hereunder during the preceding calendar month. 14. FORCE MAJEURE: Neither party hereto shall be liable for any failure by performance due to causes beyond its reasonablec9nt~ol, .the occurre.nceof iwhich. could not have been prevented. by the exercise of due diligence, such as acts of God, acts of the other part.y, .acts of civil or military authority, fires, strikeS, floods, epidemics, war or rio.t. Provided, however, .that neither party shall. be relieved of any of its obligatipns hereunder solely by reason of that pa.rty's financial inability to perform. Refusal of either party to accede to demands of laborers or labol:'. unions which, in its sole discretion, it.considers unreasonable shall not . deny that party the bene:fits of this provision. 15. ASSIGNMENT: This contract may not be assigned without the written consent of both parties, which consent shall not .be unreasonably withheld. 16. GOVERNING . LAWS: Thisicontract California and shall be governed by California. was made in the state of the laws of the State of 17 NOTICES: Written notices, nominations, confirmations., billing statements, payments, or other correspondence relating t.q this Agreement shall be addressed to the following: SELLER: SIGNAL FUELS TRADING COMPANY SIGNAL FUELS TRADING COMPANY 410 17th street, suite 1250 Denver,. CO 80202 Attention: Mr. Justin c. sutton BUYER: CITY OF VERNON Executed in duplicate this CITY OF VERNON Director ~ight & Power Department 4305 Santa Fe Avenue City of Vernon, CA 90058 ~(U day of 94 l. , 199,1. ATTE~ BY, ~ 7/),. {&J__ SELLER: SIGNAL F LS TRADING COMPANY Bn~C.~ ::Eiiv. l~~;~:~~~;;~f~~ · On behalf of: CITY OF VERNON APPROVED AS TO FORM: ~d~7t}}r~~~drlt&:y EXHIBIT A Point of Delivery: Delivered to El Paso Pip.eline Firm Transporter: El Paso Pipeline utilizing Southern .California Gas company's transportation. Price: The price of gas sold under this Agreement is equal to InsideFERC'sPrice Index plus ~O.Ol for the appropriate basin in the El Paso Pipeline. Quantity: Targeted Sales Term Allocation San Juan SL-2 Permian SL-2 Total Aucjust91 Sep.tember 91 October 91 N6vember.91 December 91 January 92 February 92 March 92 April 92 May 9.2 June 92 July 92 203.8 203.8 203.8 185.4 185.4 185.4 185.4 185.4 185.4 185.4 203.8 203.8 256.0 256.0 256.0 212.1 212.1 212.1 212.1 212.1 212.1 212.1 256.0 256.0 459.8 DTH/Day 459.8 DTH/Day 459.8 DTHID<iY 397.5 DTH/Day 397.5 DTH/Day 397.5 DTH/Day 397.5 J;>TH/Day 397.5 DTH/Day 397.5 DTH/Day 397 .5 DTH/Day 459.8 DTH/Day 459.8 DTH/Day Page 1 of 3 .. EXHIBIT A Point of Delivery: Delivered to Transwestern pipeline Firm Transporter: Transwestern pipeline utilizing southern California Gas company's transportation. Price: The price of gas sold under .this Agreem~nt.iis equal to Inside FERC's Price Index plus $0.01 for the appropriate basin in the Transwestern Pipeline. Quantity: Targeted Sales Term Allocation central SL-2 Total August 91 september 91 october 91 NOVember 91 December 91 January 92 February 92 March 92 April 92 May 92 June 92 July 92 107.7 107.7 107.7 107.7 107.7 107.7 107.7 107~7 107.7 107.7 107.7 107.7 107.7 DTHjDay 107.7 DTHjDaY 107.7 DTHjDay 107.7 DTHjDay 107.7 D'l'HjDay 107.7 DTHIDay 107.7 DTHjDay 107.7 DTHjDay 107.7 DTHIDay 107.7 DTHjDay 107.7 D'l'HjDay 107.7 DTlIjOay Page 2 of 3 .. EXHIBIT A service Level: SL-5, Interruptible Gas Volumes Point of Delivery: California Border Price: The price shall be equal to the Inside FERCfs Price Index at El Paso's San Juan Basin plus $0.01 plus any interruptible transportation rate. Quantity: As requested by Vernon's Director of Light and Power or its representative on a monthly basis to fulfill Vernon's requirements exceeding the Targeted Sales Volume. Allocations. Page 3 of 3