Resolution No. 6495
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8 the City
RESOLUTION NO. 6495
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF SCHEDULE E, GASSELECT AGREEMENT, BY AND
BETWEEN THE CITY OF VERNON AND SOUTHERN
CALIFORNIA GAS COMPANY WHICH GRANTS THE CITY A
LIMITED LICENSE TO ACCESS AND USE SOFTWARE
PROGRAMS AND ELECTRONIC DATA INTERCHANGES
WHEREAS, by Resolution No. 5959 adopted on July 16, 1991,
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of Vernon approved a GasSelect Contract with the Southern
California Gas Company ("SoCalGas"), which granted the City of
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Vernon a limited license to access and use an electronic
communication system known as GasSelect; and
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WHEREAS, SoCalGas has a new "GasSelect" system which
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replaces the previous system with the same name, and the new
system has the capability of facilitating electronic bidding,
trading and contracting for gas transactions, and information
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sharing and accessing and utilizing electronic data interchanges;
and
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WHEREAS, the city Council of the City of Vernon adopted
Resolution No. 6257 ~n May 18, 1993, which approved a Pro Forma
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20 Master Services Contract ("MSC"), Account No. V08/18-2157-437-
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8771, with SoCalGas dated April 1, 1993, setting forth the general
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terms and conditions under which SoCalGas would provide gas
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services to the City of Vernon pursuant to the applicable Tariff
24 Rate Schedules and Tariff Rules which have been filed with the
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Public Utilities commission of the State of California ("CPUC");
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and
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WHEREAS, the City of Vernon and SoCalGas desire to enter
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into a GasSelect Agreement, Schedule E, which may be attached to
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the MSC.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove
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are true and correct.
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SECTION 2: The City Council of the City of Vernon hereby
approves the Schedule E, GasSelect Agreement, a copy of which has
been presented to the City Council concurrently with this
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resolution, and the City Council hereby orders said Agreement to
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be received and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
14 authorizes the Mayor and City Clerk to execute said Agreement for,
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SECTION 4: The City Clerk of the City of Vernon shall
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18 thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 16th day of August, 1994.
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22 ATTEST:
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BRUCE V.
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
ss
I, BRUCE V. MALKENHORST, City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 6495, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
on Tuesday, Auqust 16. 1994, and thereafter was duly signed by the
Mayor of the City of Vernon.
( SEAL)
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SCHEDULE E
GAS SELECT AGREEMENT
This Agreement is entered into this 1st day of August ,
199 4 , by and between Southern California Gas Company
("utility") and City of Vernon ("customer"), and may be
attached to and incorporated by reference in any Master Services
Contract ("MSC") executed by the parties.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section 1 - Scope
This Agre~ment sets forth the terms and conditions under
which utility will make available non-exclusive on-line real time
gas services and information, under its new proprietary
"GasSelect" system (which replaces a previous system with the
same name based on GE Business Talk software). GasSelect now or
in the future will have the capability of facilitating electronic
bidding, trading and contracting for gas transactions, and
information sharing, in connection with SoCalGas' gas pipeline
systems or related services offered by SoCalGas or by third
parties. GasSelect also provides parties the ability to access
and take actions utilizing a form of electronic data interchange
("EDI"). At all times during the term hereof, utility reserves
the right to alter GasSele.ct access, and any software and/or
documentation or other materials used in connection with
GasSelect. utility has made no analysis of what, if any,
benefits could accrue to Customer by utilizing GasSelect, and
utility does not represent that GasSelect will be operated (a) to
meet Customer's needs, (b) without interruption, or (c) so as to
provide information which is free from error.
Section 2 - Access/Services
Customer has requested that utility provide a Logon ID and a
non-exclusive, non-transferable, personal right and license to
utilize the computer software necessary to access GasSelect, and
any documentation or other materials related thereto, which is
subject to change from time to time (collectively "Licensed
Materials"). Attached hereto as Exhibit A (and incorporated by
reference herein) is an executed copy of Customer's Logon ID
Request. The services offered by utility in connection with
GasSelect will be as specified on GasSelect, in the Licensed
Materials or in utility's Tariff Rate Schedules and Tariff Rules,
as each may be in effect from time to time. Customer shall be
solely responsible for the security of its Logon ID by its
employees, agents or third parties. Customer may request a new
Logon ID whenever it believes such security may be affected,
e.g., by personnel leaving Customer's employment.
Form No. 6537
Rev. 6/13/94
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Section 3 - Term
This Agreement shall become effective on the date that
customer is issued a Logon TDNumber ("Effective Date"), and
continue thereafter from the Effective Date to the first day of
the next following calendar month, and from calendar month to
calendar month thereafter until terminated by not less than ten
(10) days prior written notice from one party to the other, sent
at least ten (10) days prior to the end of any calendar month;
provided, however, utility may terminate this Agreement at any
time that CUstomer fails to comply with the provisions of Section
4 hereof. No termination shall relieve either party from
discharging obligations arising prior to termination, including
without limitation obligations to pay monies due, and to adjust
prior billings and/or payments to reflect actual transactions.
Section 4 - Licensed Materials
utility shall retain the exclusive title and right to all
Licensed Materials. The Licensed Materials reflect the efforts
of utility inVOlving the investment of considerable time and
money, and Customer shall employ reasonable security precautions
to maintain the confidentiality of the Licensed Materials,
including limiting access thereto by only those employees
reasonably necessary to utilize GasSelect in connection with this
Agreement. Any software "back up" copies shall be utilized only
in the event "back up" is required. customer shall not
duplicate, reproduce, copy, reverse-engineer, reverse compile,
modify, transfer, disseminate, translate, merge, convert or
otherwise manipulate, or make available to any other party, all
or any portion of the Licensed Materials. All Licensed Materials
(including "back up" copies) shall be returned by Customer to
utility within ten (10) days following termination of this
Agreement or upon utility providing replacement Licensed
Materials, unless/Customer shall provide written notice to
utility within the same time period that the applicable Licensed
Materials have been destroyed.
Section 5 - LIMITED WARRANTY - DISCLAIMER
(a) LIMITED WARRANTY - utility provides the limited warranty
that it has the exclusive right to provide Customer the
right to utilize GasSelect and the Licensed Materials as set
forth herein; EXCEPT AS SET FORTH IMMEDIATELY ABOVE, UTILITY
MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, REGARDING GASSELECT OR ANY SERVICE PROVIDED BY
UTILITY IN CONNECTION THEREWITH. SPECIFICALLY, UTILITY
MAKES NO WARRANTY OR REPRESENTATION REGARDING
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
GASSELECT FOR CUSTOMER OR ANY THIRD PARTIES DEALING WITH
CUSTOMER (INCLUDING WITHOUT LIMITATION ANY LICENSED
MATERIALS PROVIDED IN CONNECTION THEREWITH OR THE CAPABILITY
Form No. 6537
Rev. 6/13/94
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(e) Garbled Transmissions - If any EDI transmission is received
in an unintelligible, electronically unreadable, or garbled
form, the receiving party shall promptly notify the
originating party (if identifiable fromthereceivedEDI
transmission) in a reasonable manner. In the absence of
such notice, the originating party's record of the contents
of such EDI transmission shall control.
(f} Proper Receipt -
(i) No document shall be deemed to be received by EDI or
give rise to any obligation until accessible to the
receiving party at such party's designated receipt
computer, as designated from time to time by each party
to the other party by seven (7) days prior written
notice.
(ii) If -any acceptance of a docu~ent which has been properly
received by EDI is required, no obligation shall arise
until the party transmitting the document requiring
acceptance has properly received in return such
acceptance via EDI.
Section 7 - Notices
For purposes of notice, materials, the following addresses
shall be utilized:
CUSTOMER:
City of Vernon, Water and Power Dept.
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Richard Sweeney
UTILITY:
Southern California Gas Co.
P. O. Box 3249, M.L. 26HO
Los An~eles, CA 90051
Attn: Kirk Ketcherside
All notices and transmittals shall
certified mail or courier service.
listed above may be changed at any
written notice.
be sent by prepaid U.S.
The addresses and contacts
time on seven (7) days prior
Section 8 - LeqalResponsibilities
(a) Control - Customer shall utilize all reasonable efforts to
control and prevent misuse of Utility'S proprietary Licensed
Materials. utility shall be solely responsible for the
operation of GasSelect.
Form No. 6537
Rev. 6/13/94
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(b) Indemnitv - Customer shall indemnify and hold harmless
utility from and against any actions, claims, liabilities,
damages, costs and expenses (including reasonable attorneys
fees) arising in connection with its utilization of
GasSelect or the Licensed Materials; provided; however,
Utility shall be responsible and indemnify and hold harmless
Customer from and against any actions, claims, liabilities,
damages, costs and expenses (including reasonable attorneys
fees) related to utility's ownership of GasSelect and the
Licensed MaterialS, and utility's right to enter into this
Agreement.
Section 9 - Miscellaneous
(a) Tariff Rate Schedules and Tariff Rules - This Agreement
shall be subject to utility's Tariff Rate Schedules and
Tariff Rules, as in effect from time to time, including
without"limitation utility's Tariff Rule 4. For purposes of
this Agreement the term "consequential damages' referenced
in Rule 4 shall include without limitation any loss of
business, opportunity, goodwill, profits, ability to
discharge third party obligations or other similar losses.
(b) Governmental Jurisdiction - This Agreement shall be subject
to the continuing jurisdiction of the Public utilities
Commission of the state of California and all rules,
regulations, orders or decisions of any governmental entity
(including a court having jurisdiction).
(c) MSC - This Agreement may be included as a Schedule to the
MSC.
(d) Entire Aqreement - This Agreement sets forth the entire
understanding of the parties on the subject matter discussed
herein, and supersedes and replaces any prior writings,
discussions, or communications, whether oral or written.
This Agreement shall only be amended or modified by an
instrument in writing executed by both parties. In no event
shall this Agreement be amended by course of performance,
course of dealing or usage of trade.
(e) Taxes - Customer shall be solely responsible for any taxes
imposed or assessed in connection with this Agreement 'except
for taxes on utility's income.
(f) No Joint Venture - Nothing in this Agreement shall be deemed
as establishing a joint venture, partnership, association or
other joint business relationship.
(g) Technical Support/Electronic Audit - From time to time, at
its sole option, utility may either offer new services, such
as technical support, or establish packages to audit usage
Form No. 6537
Rev. 6/13/94
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of GasSelect. Subject to section 9(a), which reflects the
automatic implementation of additional service conditions or
charges, any new services provided to Customer hereunder
shall be ,described in an Exhibit executed by both parties,
which shall be attached hereto and incorporated by reference
herein.
(h) Special Conditions - The fOllowing special conditions shall
apply to this Agreement:
IN WITNESS WHEREOF the authorized representatives of utility
and Customer have executed two (2) duplicate original copies as
of the date above.
"CUSTOMER"
"UTILITY"
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CITY OF VERNON
SOUTHERN CALIFORNIA GAS COMPANY
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Kirk L. Ketcherside
BY'~ ) By:
..- eonis C. Mal urg. r
A:::::" ;4r _ /~'
2GJ\SSEL.DOC Bruce V. Malkenhors t
City Clerk
nEG/Who1esale Manager
Approved as to Form:
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avi B. Brear ey
City Attorney I
Form No. 6537
Rev. 6/13/94
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EXHIBIT A
Southern California Gas Company
GasSelect Subscri tion Form
COMPANY NAME (COMPLETE LEGAL NAME)
DDRESS
STA E
CITY
ZIP
CODE
FAX
NUMBER
CUSTOMER'S AUTHORIZED EMPLOYEE(FULL NAME)
SIGNATURE DATE
PHONE NUMBER
USER CLASSIFICATION
INDICATE YOUR USER CLASSIFICATION (X)
1. NONCORE TRANSPORTATION CUSTOMER
2. CORE SUBSCRIPTION CUSTOMER
3. AGENT MARKETER .
4. CORE AGGREGATOR (CAT)
5. INFORMATION ONLY USER
6. OTHER, please specify
SERVICE SELECTIONS
INDICATE YOUR SERVICE SELECTIONS (X)
1. ELECTRONIC BULLETIN BOARDS
2. ELECTRONIC MAIL
3. NOMINATIONS SERVICE
4. ALLOCATION INFORMATION
5. IMBALANCE TRADING SERVICE
6. METER USAGE INFORMATION
7. STORAGE BALANCE INFORMATION
8. CALENDAR
N/A = NOT
APPLICABLE
VIEW
EDIT ONLY
N/A
GLAD TO BE OF SERVICE!
Form No. 6537
Rev. 6/13/94
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