Resolution No. 88551
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RESOLUTION NO. 8855
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MASTER SERVICES CONTRACT SCHEDULE C- ELECTRONIC
BULLETIN BOARD (EBB) AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND SOUTHERN CALIFORNIA GAS COMPANY
WHEREAS, on April 13, 2005, the City Council of the City of
Vernon adopted Resolution No. 8719 ratified the execution of a Master
Services Contract dated January 25, 2005, a Master Services Contract
Schedule A- Intrastate Transmission Service Transportation Services
Addendum executed on March 22, 2005, and a Master Services Contract
Schedule A Intrastate Transmission Services dated February 8, 2005 with
Southern California Gas Company ( "Gas Company "); and
WHEREAS, the City and the Gas Company desire to enter into a
Master Services Contract Schedule C- Electronic Bulletin Board (EBB)
Agreement under which the Gas Company will make available on -line real
time gas services and information under a proprietary EBB system to
facilitate electronic bidding, trading and contracting for gas
transactions, information sharing and electronic data interchange; and
20 WHEREAS, Schedule C is a service schedule incorporated as
21 part of the Master Services Contract; and
22 WHEREAS, on August 23, 2005, the Finance Committee considered
23 the request to approve Schedule C to the Master Services Contract at no
24 additional cost; and
25 WHEREAS, on September 7, 2005, the City Council of the City
26 of Vernon considered the request to approve Schedule C to the Master
27 Services Contract.
28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
•
SECTION 2: The City Council hereby approves the Master
Services Contract Schedule C- Electronic Bulletin Board (EBB)
Agreement, a copy of which is attached hereto as Exhibit A and
incorporated by this reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreement for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4.: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement to:
Southern California Gas Company
Attn. Martha A. Garcia, Account Manager
Wholesale & Municipal Generation
555 W. Fifth St., GT22A1
Los Angeles, CA 90013
SECTION 5: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 21St day of September, 2005.
LEONIS C. MA� URG, Mayor
ATTEST :
BRl(CE V. ALKENHORST, JR., Acting City Clerk
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STATE OF CALIFORNIA
) ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8855, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, September 21, 2005, and thereafter was duly signed by the
Mayor of the City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, JR.
Acting ty Clerk
EXHIBIT
A
MASTER SERVICES CONTRACT
SCHEDULE C
Electronic Bulletin Board(EBB) Agreement
This Agreement is entered into this day of
, 20 , by and between Southern California Gas
Company ( "Utility ") and City of Vernon ("Customer"),
and is attached to and incorporated by reference to the 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 Agreement 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
"EBB" system. EBB 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. EBB 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 EBB access, and any software and /or documentation or
other materials used in connection with EBB. Utility has made
no analysis of what, if any, benefits could accrue to Customer
by utilizing EBB, and Utility does not represent that EBB 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
EBB, 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 EBB will be as specified on EBB, 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. 6597 -3
Rev. 3/30/03
2
Section 3 - Term
This Agreement shall become effective on the date that
Customer is issued a Logon ID Number ( "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 EBB 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 EBB 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 EBB 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
EBB FOR CUSTOMER OR ANY THIRD PARTIES DEALING WITH
Form No. 6597 -3
Rev. 3/30/03
- 3 -
CUSTOMER (INCLUDING WITHOUT LIMITATION ANY LICENSED
MATERIALS PROVIDED IN CONNECTION THEREWITH OR THE
CAPABILITY OF CUSTOMER'S EQUIPMENT TO UTILIZE THE
LICENSED MATERIALS), AND NO IMPLIED WARRANTY SHALL BE
DEEMED TO APPLY AT ANY TIME AS A RESULT OF ANY COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
(b) No Third Party Rights - This Agreement is intended to
establish rights and obligations between the Utility and
Customer, and shall not be deemed to establish any rights
for or obligations to any third party.
(c) Disclaimer - Customer shall be solely responsible for the
selection of services, particular transactions and
products to achieve Customer's intended results. Utility
disclaims any warranty, representation, or opinion,
either express or implied, as to the advisability or
enforceability of any arrangement or relationship
Customer may enter into with any third party based on
EBB. Utility also disclaims any responsibility for any
loss or injury attributable in whole or in part to its
actions or inactions in connection herewith (but any
separate contract entered into by Utility and Customer
through EBB shall be governed by the terms thereof),
including without limitation the operation of EBB and
Customer utilization of the Licensed Materials provided
in connection therewith, or any error or malfunction
related thereto.
Section 6 - EBB Operations
(a) EDI Communications - The procedures, protocols and other
requirements for making EDI transmissions in connection
with EBB are set forth on EBB from time to time, or in
the Licensed Materials.
(b) Statute of Frauds /Best Evidence - Each party hereby
waives as a defense to the enforceability of any contract
formed by EDI transmissions utilizing EBB that the EDI
transmissions were not written, signed or executed by any
necessary party. However, additional terms or conditions
proposed by Customer in any EDI transmission involving
Utility's services shall be deemed rejected unless
accepted by Utility in writing.
(c) Authority - Each party shall be entitled to assume that
any EDI transmission received is correct, accurate and
sent with full authority of the transmitting party when
the appropriate Logon ID is utilized.
(d) Records - In the event of a dispute, SoCalGas' electronic
records (or a "hard copy" downloaded there from) are
Form No. 6597 -3
Rev. 3 /30/03
- 4 -
conclusive evidence of any transaction or data applicable
thereto.
(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 from the
received EDI 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 document 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
4105 Santa FP Avenue
Vernon, CA 90058
Attn: Ali Nour, Gas Systems Manager
UTILITY: SOUTHERN CALIFORNIA GAS COMPANY
555 W. Fifth St., GT22A1
TT os Angel ea, CA 9001 3
Attn: Martha. A. Garcia, Account Manager
Wholesale & Municipal Generation
All notices and transmittals shall be sent by prepaid U.S.
certified mail or courier service. The addresses and contacts
listed above may be changed at any time on seven (7) days
prior written notice.
Section 8 - Legal Responsibilities
(a) Control - Customer shall utilize all reasonable efforts
to control and prevent misuse of Utility's proprietary
Form No. 6597 -3
Rev. 3/30/03
- 5 -
Licensed Materials. Utility shall be solely responsible
for the operation of EBB.
(b) Indemnity - 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 EBB 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 EBB 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 is included as a Schedule to the
MSC.
(d) Entire Agreement - 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.
Form No. 6597 -3
Rev. 3/30/03
- 6 -
(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 of EBB. 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:
NnnP
IN WITNESS WHEREOF the authorized representatives of
Utility and Customer have executed two (2) duplicate original
copies as of the date above.
"CUSTOMER" "UTILITY"
CITY OF VERNON
[FULL NAME]
SOUTHERN CALIFORNIA GAS COMPANY
By: By:
Leonis C. Malburg
Title: Mayor Title:
Date: Date:
ATTEST:
By:
Bruce V. Malkenhorst, Jr., Acting
City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Form No. 6597 -3
Rev. 3/30/03
Complete and FAX back to: Capacity Products Staff
Fax No. (213) 244 -3897
EXHIBIT A
Southern California Gas Company
EBB Subscri ►tion Form
COMPANY NAME (COMPLETE LEGAL NAME)
ADDRESS
CITY
STATE
ZIP
CODE
PHONE NUMBER
Email Address
FAX NUMBER
CUSTOMER'S AUTHORIZED EMPLOYEE (FULL NAME)
SIGNATURE
DATE
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. SHIPPER
7. OTHER, please specify
SERVICE SELECTIONS
INDICATE YOUR SERVICE SELECTIONS (X)
1. ELECTRONIC BULLETIN BOARDS
2. NOMINATIONS
3. SHIPPER RANKING
4. IMBALANCE TRADING
5. METER USAGE
6. STORAGE ADMINISTRATION
I have the software, just send me a
login id.
update view
access only
N/A
N/A
N/A
N/A = NOT
APPLICABLE
GLAD TO BE OF SERVICE!
Form No. 6597 -3
Rev. 3/30/03
SUPPORTING
DOCUMENTS
MASTER SERVICES CONTRACT
SCHEDULE C
Electronic Bulletin Board(EBB) Agreement
This Agreement is entered into this day of
, 2005-, by and between Southern California Gas
Company ( "Utility ") and err)/ Of' Veneia&( ( "Customer ") ,
and is attached to and incorporated by reference to the 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 I - Scope
This Agreemer
which Utility wil.
time gas services
"EBB" system. EB:
capability of fac
contracting for g
connection with S-
services offered
provides parties
utilizing a form
all times during
to alter EBB acce
other materials u
no analysis of wh
by utilizing EBB,
be operated (a) t
interruption, or is
free from error.
am,/,/,)
SV dz_t pt
ditions under
on -line real
proprietary
-e the
trading and
>n sharing, in
>r related
c. EBB also
actions
( "EDI ") . At
res the right
umentation or
:ility has made
rue to Customer
: that EBB will
ithout
v�.��..�..�...�.an which is
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
EBB, 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 EBB will be as specified on EBB, 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. 6597 -3
Rev. 3/30/03
- 2 -
Section 3 - Term
This Agreement shall become effective on the date that
Customer is issued a Logon ID Number ( "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 EBB 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 EBB 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 EBB 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
EBB FOR CUSTOMER OR ANY THIRD PARTIES DEALING WITH
Form No. 6597 -3
Rev. 3/30/03
- 3 -
CUSTOMER (INCLUDING WITHOUT LIMITATION ANY LICENSED
MATERIALS PROVIDED IN CONNECTION THEREWITH OR THE
CAPABILITY OF CUSTOMER'S EQUIPMENT TO UTILIZE THE
LICENSED MATERIALS), AND NO IMPLIED WARRANTY SHALL BE
DEEMED TO APPLY AT ANY TIME AS A RESULT OF ANY COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
(b) No Third Party Rights - This Agreement is intended to
establish rights and obligations between the Utility and
Customer, and shall not be deemed to establish any rights
for or obligations to any third party.
Disclaimer Customer shall be solely responsible for the
selection of services, particular transactions and
products to achieve Customer's intended results. Utility
disclaims any warranty, representation, or opinion,
either express or implied, as to the advisability or
enforceability of any arrangement or relationship
Customer may enter into with any third party based on
EBB. Utility also disclaims any responsibility for any
loss or injury attributable in whole or in part to its
actions or inactions in connection herewith (but any
separate contract entered into by Utility and Customer
through EBB shall be governed by the terms thereof),
including without limitation the operation of EBB and
Customer utilization of the Licensed Materials provided
in connection therewith, or any error or malfunction
related thereto.
(c)
Section 6 - EBB Operations
(a) EDI Communications - The procedures, protocols and other
requirements for making EDI transmissions in connection
with EBB are set forth on EBB from time to time, or in
the Licensed Materials.
(b) Statute of Frauds /Best Evidence - Each party hereby
waives as a defense to the enforceability of any contract
formed by EDI transmissions utilizing EBB that the EDI
transmissions were not written, signed or executed by any
necessary party. However, additional terms or conditions
proposed by Customer in any EDI transmission involving
Utility's services shall be deemed rejected unless
accepted by Utility in writing.
(c) Authority - Each party shall be entitled to assume that
any EDI transmission received is correct, accurate and
sent with full authority of the transmitting party when
the appropriate Logon ID is utilized.
(d) Records - In the event of a dispute, SoCalGas' electronic
records (or a "hard copy" downloaded there from) are
Form No. 6597 -3
Rev. 3/30/03
4
conclusive evidence of any transaction or data applicable
thereto.
(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 from the
received EDI 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 document 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:vi ry QF �R,/o /
113 o s An) Sr ri FE A t.' foe •
1/6-4 / /o-ni CA 900.58
Attn: Air. 8rvice /no,/leen Hay) t, Jr. , Aet�'n) !f7 clerk
UTILITY:
5ov-'1
Cap Coo QO N
555 W, 51:± S-1'. C TZZ Al
Los /9nitks , CA ' oo/i�i.3
Attn: MAp7HA A. G A2C,A j4cc.o„n f AlAnagt,+^
All notices and transmittals shall be sent by prepaid U.S.
certified mail or courier service. The addresses and contacts
listed above may be changed at any time on seven (7) days
prior written notice.
Section 8 - Legal Responsibilities
(a) Control — Customer shall utilize all reasonable efforts
to control and prevent misuse of Utility's proprietary
Form No. 6597 -3
Rev. 3/30/03
- 5 -
Licensed Materials. Utility shall be solely responsible
for the operation of EBB.
(b) Indemnity - 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 EBB 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 EBB 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 is included as a Schedule to the
MSC.
(d
Entire Agreement - 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.
Form No. 6597 -3
Rev. 3/30/03
- 6 -
(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 of EBB. 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:
nJo t
/4/2,/,'c at 6 /e. .
IN WITNESS WHEREOF the authorized representatives of
Utility and Customer have executed two (2) duplicate original
copies as of the date above.
"CUSTOMER" "UTILITY"
[FULL NAME] e''/7 0 Ytsnon SOUTHERN CALIFORNIA GAS COMPANY
By: By:
Title: /9c11;r ('I C /trk Title:
Form No. 6597 -3
Rev. 3/30/03
Complete and FAX back to: Capacity Products Staff
Fax No. (213) 244-3897
EXHIBIT A
Southern California Gas Company
EBB SubscritIon Form
COMPANY NAME (COMPLETE LEGAL NAME)
0 / Ty OC." VA//
>c
ADDRESS
43o 5— 3 A ArrA F6--- A-
x
CITY
STATE
STATE
1/4-72nioN , CA
ZIP
CODE ?oo5S
PHONE NUMBER .3z3 - 58 3 . 88 11 ZA r 3 /
6
FAX NUMBER
_923 -626
Email Address ct n ovr. G- c;. ve,ynor.. co,. c) s
CUSTOMERS AUTHORIZED EMPLOYEE (FULL NAME)
/lc i R. /Vo iA r-
SIGNATURE
4„
DATE
8-03 - 05—
,it ,e. .1_..-_ __
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. SHIPPER
7. OTHER, please specify
SERVICE SELECTIONS
INDICATE YOUR SERVICE SELECTIONS (X)
1. ELECTRONIC BULLETIN BOARDS
2. NOMINATIONS
3. SHIPPER RANKING
4. IMBALANCE TRADING
5. METER USAGE
6. STORAGE ADMINISTRATION
I have the software, just send me a
login id.
update view
access ontv
N/A
>c
x
x
x
N/A
x
N/A
N/A = NOT
APPLICABLE
GLAD TO BE OF SERVICE!
Form No. 6597-3
Rev. 3/30/03
SOUTHERN CALIFORNIA GAS COMPANY Revised CAL. P.U.C. SHEET NO. 36321 -G
LOS ANGFI.FS, CALIFORNIA CANCELING Revised CAL. P.U.C. SHEET NO. 30116 -0
Rule No. 33 Sheet 1
Electronic Bulletin Board (EBB)
A. GENERAL
Utility will provide end -use customers, authorized marketers, and aggregators (hereinafter "User ")
access to its electronic transaction information and communication system known as Electronic
Bulletin Board (EBB), as defined in Rule No. 1, contingent upon User meeting all conditions of Utility
for authorization to use the EBB system. The general terms and conditions applicable to the provision
and use of EBB are set forth herein. Utility may terminate all or any part of the EBB program at any
time, but will provide as much prior notice of any such termination as reasonably possible. Use of
EBB is not mandatory.
B. EBB APPLICATIONS
Utility has implemented EBB to facilitate certain Utility-to-User and User-to-User interactions through
the use of an electronic medium. EBB is intended to be accessible for the following applications or
functions:
1. nominating with Utility for transportation or storage capacity on utility's intrastate system,
including the ability for User to verify receipt and allocation by Utility of such nominations;
2. obtaining gas usage information by account or group of accounts for User with electronic gas
measurement;
3. providing a mechanism for submitting transportation imbalance and storage trade requests to
Utility for validation;
4. posting imbalance quantities for trade during imbalance trading periods and approving all trades;
5. obtaining information regarding such things as Utility tariff rate changes, curtailments, regulatory
notices and other general information items; and,
6. acting as an electronic mail system between User and Utility.
C. USER HARDWARE REQUIREMENTS
To access and use the EBB system, authorized User must have access to the Internet. EBB technical
requirements are posted on the EBB website.
(Continued)
(TO BE INSERTED BY UTILITY)
ADVICE LETTER NO. 3235
DECISION NO.
1C17
ISSUED BY
Lee Schavrien
Vice President
Regulatory Affairs
(TO BE INSERTED BY CAL. F
DATE FILED Feb 7, 2003
EFFECTIVE Mar 30, 2003
RESOLUTION NO.
C)
T
T
T
SOUTHERN CALIFORNIA GAS COMPANY Revised CAL. P.U.C. SHEET NO. 36322 -G
LOS ANGF.I.AS, CALIFORNIA CANCELING Revised CAL. P.U.C. SHEET NO. 26501 -G
Rule No. 33 Sheet 2
Electronic Bulletin Board (EBB)
(Continued)
D. SOFTWARE PROGRAMS AND DOCUMENTATION
1. Once User has satisfactorily met all of Utility's requirements for authorization to access EBB,
including the execution of an EBB Contract ( "Contract ") and all necessary attachments thereto,
Utility will provide such authorized User access and use of all software programs Utility deems
necessary for use of EBB. All software programs provided to authorized User under the Contract
are collectively referred to herein as the Software Programs.
2. Utility shall also provide authorized User associated documentation and materials for use with
Software Programs. All such information is referred to herein as the Software Documentation.
Authorized User shall not in any way copy, reproduce, modify or distribute all or any part of the
Software Documentation.
3. Utility will provide authorized User identified back -up copies of Software Programs only if such
back -up is required. No unauthorized copies of Software Programs may be made by authorized
User.
4. Title in and to all Software Programs and Documentation is not transferred to authorized User.
5. Authorized User shall not modify Software Programs in any manner, nor shall authorized User
reverse assemble or reverse compile, translate or convert Software Programs, or any portion
thereof, to human readable form; or transfer, assign, or otherwise distribute copies of Software
Programs without the express written consent of Utility.
6. Authorized User shall not in any way infringe the proprietary rights of Utility or any other party
with said rights or in any way violate the laws, tariffs or regulations of any country. Authorized
User's use of EBB system and all Software Programs and Documentation provided therewith is at
all times subject to all applicable legal, regulatory, and tariff restrictions, including copyright
restrictions, and User shall use EBB in accordance with all said restrictions.
7. Utility will from time-to-time provide authorized User all necessary and applicable modifications
or revisions to the Software Documentation and Software Programs. Authorized User shall
promptly incorporate any such revisions or modifications and replace any copies of the Software
Programs with any modified or new versions provided by Utility and do so in the manner
requested by Utility.
(Continued)
(TO BE INSERTED BY UTILITY)
ADVICE LETTER NO. 3235
DECISION NO.
2C15
ISSUED BY
Lee Sehavrien
Vice President
Regulatory Affairs
(TO BE INSERTED BY CAL. PUC)
DATE FILED Feb 7, 2003
EFFECTIVE Mar 30, 2003
RESOLUTION NO.
Y.
SOUTHERN CALIFORNIA GAS COMPANY Revised CAL. P.U.C. SHEET NO. 38770 -0
LOS ANGELES, CALIFORNIA CANCELING Revised CAL. P.U.C. SHEET NO. 36323 -0
36324-6
Rule No. 33 Sheet 3
Electronic Bulletin Board (EBB)
(Continued)
E. AUTHORIZED INDIVIDUAL USERS
Authorized User shall allow only its specifically authorized employees and/or agents access to and use
of EBB and all Software Programs and Software Documentation. Authorized User shall identify each
and every such individual to Utility prior to their use of EBB.
Authorization is limited strictly to such individuals until such time as User requests otherwise. In the
event such individual's authorization to use system is terminated for whatever reason, including but not
limited to a change in employment and/or the necessity to change authorization to another person or
persons, authorized User must provide Utility immediate notice thereof and must request any new
authorizations required as a consequence.
F. UTILITY REPRESENTATION
I. Utility's provision of access to EBB and any and all use thereof is strictly on an informational basis
only.
2. Utility does not warrant that Software Programs will meet authorized User's requirements or that
their operation will be uninterrupted or error -free.
3. Utility's provision of access to EBB and its maintenance thereof shall in no way be construed as to
imply or provide any warranty, sponsorship, or approval by Utility as to the efficacy of EBB nor of
any of the arrangements or relationships made by or based on the use of EBB by authorized User
or any agent(s) acting on User's behalf.
4. Utility expressly disclaims any warranty, representation or opinion, whether expressed or implied,
as to the legal enforceability of any relationship which authorized User may enter into associated in
any way with information obtained from EBB.
5. The establishment, maintenance or termination of any commercial or legal relationship(s) between
authorized User and any other party or parties ( "Third Parties ") based in whole or in part on
information obtained from EBB are the sole responsibility of the authorized User and such Third
Parties.
6. Authorized User shall indemnify, hold harmless and defend Utility, its officers, agents and
employees, against any and all loss, damage, expense and/or liability arising out of or in any way
connected with the performance or non - performance of EBB, however caused, except to the extent
caused by active negligence or willful misconduct of Utility, its officers, agents and employees.
(TO BE INSERTED BY UTILITY)
ADVICE LETTER NO. 3455
DECISION NO. 04 -12 -015
3P13
ISSUED BY
Lee Schavrien
Vice President
Regulatory Affairs
(To BE INSERTED BY CAL. PUC)
DATE FILED Jan 11, 2005
EFFECTIVE
RESOLUTION NO.
RESOLUTION NO. 8719
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
4 MASTER SERVICES CONTRACTAND SCHEDULE A- INTRASTATE
TRANSMISSION SERVICE BY AND BETWEEN THE CITY OF
5 VERNON AND SOUTHERN CALIFORNIA GAS COMPANY
6
7 WHEREAS, the City of Vernon ( "City ") is . constructing a 134
8 MW Combined Cycle Power Plant, the Malburg Generating Station for the
9 purpose of installing additional generating capacity that will yield
1.0 an efficient, cost - effective, and reliable source of electric
11 generation to the City's inhabitants; and
12 WHEREAS, the City has constructed a natural gas distribution
13 system served at two locations (Bandini /Downey and Fruitland /Downey)
14 from SoCalGas Transmission Line 756 and two regulator stations are
15 located at the two locations to distribute gas from the transmission
16 system into the distribution system located in the City (the "Vernon
17 Gas System "); and
18 WHEREAS, SoCalGas and the City desire to enter into a Master
19 Services Contract, Schedule A- Intrastate Transmission Service
20 Transportation Services Addendum (Order Control Code V08) and Master
21 Services Contract Schedule A Intrastate Transmission Service setting
22 forth the terms and conditions under which SoCalGas will provide
23 natural gas services to the. City pursuant to applicable Tariff Rate
24 Schedules and Tariff Rules which have been filed with the Public
25 Utilities Commission of the State of California; and
26 WHEREAS, in order to meet the urgent need for the
27 transportation of natural gas to the Vernon City gate in order to fuel
28 the Malburg Generating Station and Vernon's Gas System, the City
1 Administrator executed a Master Services Contract dated January 27,
2 2005, a Master Services Contract Schedule A- Intrastate Transmission
3 Service Transportation Services Addendum (Order Control Code V08)
4 executed on March 22, 2005, and a Master Services Contract. Schedule A
5 Intrastate Transmission Service dated February 8, 2005 (collectively,
6 the "Agreement "), subject to ratification by the City Council; and
7 WHEREAS, on April 5, 2005, the Finance Committee considered
8 the recommendation of Bruce V. Malkenhorst, the Director of Finance,
9 dated March 31, 2005, that the actions of the City Administrator in
10 executing the Agreement with SoCalGas be ratified; and
11 WHEREAS, the City Council desires to approve and ratify the
12 Agreement, as executed by the City Administrator; and
13 WHEREAS, the City Council of the City of Vernon has
14 determined that, pursuant to the provisions of subsection (a) of
15 Section 2.27 of the Vernon City Code, it is in the public interest and
16 necessity to ratify entering into the Agreement with SoCalGas.
17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
18 CITY OF VERNON AS FOLLOWS:
19 SECTION 1: The City Council of the City of Vernon hereby
20 finds and determines that the recitals contained hereinabove are true
21 and correct.
22 SECTION 2: The City Council of the City of Vernon hereby
23 ratifies the execution of the Master Services Contract dated
24 January 27, 2005, the Master Services Contract Schedule A- Intrastate
25 Transmission Service Transportation Services Addendum (Order Control
26 Code V08) executed on March 22, 2005, and the Master Services Contract
27 Schedule A Intrastate Transmission Service dated February 8, 2005, a
28 copy of which is attached hereto as Exhibit A and incorporated by
2
1 reference.
2 SECTION 3: The City Clerk of the City of Vernon shall
3 certify to the passage of this resolution, and thereupon and
4 thereafter the same shall be in full force and effect.
5 APPROVED AND ADOPTED this 13th day of April, 2005.
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ATTEST:
10 BRUCE V. MALKENHORST, City Clerk
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LEONIS C. MALBURG, Mayor
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8719, was duly adopted by the City Council of the City of Vernon at a
special meeting of the City Council duly held on Wednesday, April 13,
2005, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
EXHIBIT A
MASTER SERVICES CONTRACT
TAXPAYER I.D. 956000808
This Master Services Contract ( "MSC ") is entered into by and between Southern California Gas
Company ( "Utility") and CITY OF VERNON ( "Customer") as of the 2Tth day of January, 2005.
NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein, the
parties agree as follows:
Section 1 - Scope
This MSC sets forth the general terms and conditions under which Utility will provide gas services to
Customer pursuant to the applicable Tariff Rate Schedules and Tariff Rules which have been filed with
the Public Utilities Commission of the State of California ( "CPUC "), as in effect from time to time. Such
services shall be limited to those services specified by Customer from time to time for which Customer
qualifies. Service under this MSC shall commence on April 1st, 2005 ( "Effective Date ") and continue
thereafter so long as one or more of the Schedules referenced in Section 2 remain in effect. This MSC
shall also remain in effect to permit any "winding up" occurring thereafter (e.g., billing and payment
reconciliations, correction of gas imbalances, etc.) or to enforce or satisfy any obligations arising prior to
the end of the MSC.
Section 2 - Applicable Services
Utility offers services including, but not limited to, Transportation Services, Contracted Marketer
Program Services, Core Aggregation Transportation Services, Storage Services, and other services that
may be available from time to time.
Services may be requested by Customer from time to time consistent with Utility's Tariff Rate
Schedules and Tariff Rules and any publicly- announced bidding, offering or operating procedures of
Utility, and this MSC may be supplemented as appropriate.
The agreement(s) specifying the terms and conditions for services requested by Customer shall be
incorporated into the MSC as a "Schedule ". Each Schedule shall be an independent agreement,
incorporating by reference the terms of this MSC. Customer may select additional services after the MSC
is initially executed, and the MSC shall be deemed amended to include the additional executed Schedule.
Although the various services are compiled under this MSC for administration and other
considerations, each service provided by Utility to Customer is separate and independent from all other
services. Thus, the breach of an agreement for one service under an incorporated Schedule shall not
result in the breach of, or excuse performance under, another agreement for another service incorporated
as a Schedule to this MSC. Likewise, there shall be no offset between any amounts claimed to be
payable or due under one Schedule against amounts claimed to be payable or due under another
Schedule.
Section 3 - Interpretation
In the event of any conflict between the provisions of this MSC and the provisions of any Schedule,
the provisions of such Schedule shall be deemed to control; provided, however, notwithstanding the
foregoing, this MSC and the Schedules incorporated shall at all times be subject to (a) Utility's Tariff Rate
Schedules and Tariff Rules, (b) all rules, regulations, decisions and orders of the CPUC, and (c) all other
governmental laws, regulations, and decisions (including by a court) applicable to this MSC and /or the
incorporated Schedules, as each of the foregoing may be in effect from time to time.
Form 6597, Revised 6/2003
1 Contract # 220772
Section 4 — Billing /Payments
All bills rendered by Utility shall be paid by Customer in accordance with the provisions of Tariff Rule
No. 9 to Utility's depository specified below (which may be changed by Utility on ten (10) days prior
written notice). One master billing may be made by Utility for all services provided under this MSC
(including all Schedules incorporated). Such billing shall be sent to Customer at the designated address.
Changes in billing address shall be provided to Utility in writing.
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
MR. BRUCE V. MALKENHORST, CITY
Attn: ADMINISTRATOR
Additional copies of billings shall also be sent to the following location(s) designated by the
Customer:
Attn:
The parties recognize that billings may be subject to adjustment in subsequent periods during the
term hereof or after the expiration of this MSC (or any Schedule) to reflect subsequent reconciliation with
the records of interstate transporters or third parties delivering gas in Califomia for Customer.
All payments by Customer shall be made for the account of Utility to the following address:
Southern California Gas Company
P.O. BOX C
MONTEREY PARK, CA 91756
Section 5 Notices/Information
All notices, requests or demands by either party shall be given in writing as specified in the effective
Schedules except that notices of changes to Section 4 shall be sent to the Master Billing Address of
Customer for changes in Utility's depository to Utility at the address provided below for changes in
the Master Billing Address:
Southern California Gas Company
P.O. BOX 513249, ML GT22A1
LOS ANGELES, CA 90051 -1249
Attn: MARTHA A GARCIA, Account Manager
Form 6597, Revised 6/2003 2 Contract # 220772
Section 6 - Legal Provisions
(A) Interpretation - The interpretation and performance of any contracts for gas service shall be in
accordance with the laws of the State of Califomia, and the orders, rules and regulations of the Public
Utilities Commission of the State of Califomia, in effect from time to time.
(B) Amendment or Modification - Except as required to conform with Califomia law and the orders,
rules and regulations of the Public Utilities Commission of the State of California (which retains continuing
jurisdiction over this Contract and the Schedules attached hereto), no amendment or modification shall be
made to this Contract except by an instrument in writing executed by all parties thereto, and no
amendment or modification shall be made by course of performance, course of dealing or usage of trade.
(C) Waiver - No waiver by any party of one or more defaults under this Contract shall operate or be
construed as a waiver of any other default or defaults, whether of a like or different character.
(D) Damages - No party under this Contract shall be assessed any special, punitive, consequential,
incidental, or indirect damages, whether in contract or tort, for any actions or inactions arising from or
related to this Contract.
(E) Assignment - This Contract (or any rights or obligations related thereto) shall not be assigned
without the prior written consent of Utility, which consent shall not be withheld unreasonably (but Utility
may require that any assignee confirm in writing its assumption of the rights and obligations of its
predecessor).
(F) Hinshaw Exemption - In the event that any governmental entity (including a court) issues an
order or rule which would result in the loss of Utility's Hinshaw Exemption from federal regulations if this
Contract entered into by Utility remains in effect, Utility may terminate this Contract.
The foregoing provisions (A) through (F) shall be superseded to the extent such matters are covered
by Utility's Tariff Rule 4, as in effect from time to time.
IN WITNESS WHEREOF, the authorized representatives of the parties have executed this MSC in
duplicate original copies.
CITY OF VERNON Southern California Gas Company
(Customer Name)
Signature:
Name: MR. BRUCE V. MALKENHORST Name: Mr. Richard M. Morrow
Title: CITY ADMINISTRATOR Title: VP Cust. Serv., Major Mkt
Form 6597, Revised 6/2003
3 Contract # 220772
•
•
r'
MASTER SERVICES CONTRACT
SCHEDULE A — INTRASTATE TRANSMISSION SERVICE
TRANSPORTATION SERVICES ADDENDUM
Order Control Code: V08
The Customer acknowledges that the above Order Control Code (OCC) shall be used to associate
Customer's nominations and deliveries to. individual Customer facilities. Any rights or access granted
herein by the Customer shall be applicable to all Agreements and facilities utilizing the above OCC.
Any applicable imbalance charges pursuant to Tariff Schedule G -IMB associated with the OCC
selected above shall be charged to account number: 18- 2122 -200- 806 -1. For any Customer utilizing the
services of a Contracted Marketer, a summary of transactional activities shall be provided to the following
designated account 18- 2024 - 437477 -1.
Contracted Marketer Services:
In accordance with Tariff Rule No 35, Customers may elect a Contracted Marketer to purchase,
nominate, trade and balance the Customer's gas requirements. This election, along with confirmation of
this election by the Contracted Marketer, and any changes to this election, must be received by Utility not
Tess than ten days prior to the effective date of the election.
Customer hereby designates / terminates (circle one) : Sempra Energy Trading Corporation as
the Contracted. Marketer for the above OCC.
Authorized to access Customer's meter usage: YES
Will nominate on Customer's behalf YES
Will trade on Customer's behalf : YES
Agent Services:
Customers may elect an Agent to purchase, nominate, and trade on their behalf. Any changes to
the Agent designations below must be received by the Utility not less than ten days prior to the effective
date of the election.
Customer hereby designates/ terminates (circle one): N/A as an Agent for the above OCC..
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf N/A
Will trade on Customer's behalf :. N/A
If Customer designates an Agent or Contracted Marketer, any communications made by such Agent . .
or Contracted Marketer shall be binding on Customer and shall prevail in any conflict during the period
such authorization remains in effect. Such authorization shall remain in effect for the term of this
Agreement unless otherwise specified in the initial authorization, or unless terminated pursuant to written
notification received by the Utility.
Effective the first day of: (month/year)
Customer: Cit of Vernon
Signature:. ate: March 22 , 2005
Name: Bruce V. Malkenhorst Title: City . Administrator
Form 6597 -21 - 6/2003 MSC # 220772 Contract #221141
MASTER SERVICES CONTRACT
SCHEDULE A
INTRASTATE TRANSMISSION SERVICE
This Agreement is entered into by and between Southern Califomia Gas. Company ( "Utility")
and CITY OF VERNON ( "Customer") as of the 8th day of February, 2005 . This Agreement shall be
deemed attached to and incorporated as a Schedule in the 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
A. Intent
This Agreement sets forth the general terms and conditions under which Utility will transport gas, or
transport and procure gas, for Customer in California pursuant to Utility's applicable Tariff Rate Schedules
and Tariff Rules ("Tariffs ") on file with the Public Utilities Commission of the State of California ("CPUC "),
as are in effect from time to time.
To the extent not inconsistent herewith, the provisions of the MSC are incorporated:_ by reference in
this Agreement. All transmission services by Utility shall be paid for by Customer at the rates specified in
the applicable Tariffs, except as otherwise specified herein. Nothing in this Agreement shall be construed
as preventing Utility and Customer from mutually agreeing to conditions which are more stringent than set
forth in the Tariffs.
B. Effective Datefferm
(1) The Effective Date of this Agreement shall be as of 12:00 AM on April 1st. 2005.
(2) The initial term of this Agreement shall end on April 1st, 2007.
(3) Billing Schedule Sequences for terms less than the initial term of this Agreement may be
amended or renewed upon expiration as permitted or required in the applicable Tariffs on file with
the CPUC. In the event any such Billing Schedule Sequences are not amended or renewed by
the Customer, an available Tariff Service that allows a month term may be provided.
At the end of the initial term, this Agreement shall continue thereafter on a month to month basis
unless terminated by written notice from one party to the other given not less than twenty (20) days prior
to the last day of the initial term or any month thereafter.
Section 2 - Services Provided and Redelivery Locations
Customer has requested and agreed to pay for, and Utility has determined that Customer is qualified
for transmission services to the following locations (the data provided will be utilized by Utility in
determinations regarding curtailment):
Form 6597 -1 - Revised 6/2003
1 MSC # 220772 Contract # 221141
Facility Name:
Account Number:
Address:
Facility A
CITY OF VERNON
18- 8888-000 -978-1
5101 S. DOWNEY RD.
LOS ANGELES, CA 90058 -3747
Mail copy of Bill to this Facility: NO
Facility Mailing Address:
Supplemental Facility Account Number(s):
18- 8888 - 000 -977 -1
Full Requirements YES (Noncore only)
Facility Customer Contacts
Operations
Name: Danny Garcia
Title: Bulk Power Manager
Address: 4305 SANTA FE AVE.
VERNON, CA 90058
Tel. No: (323) 826 -1422
Fax No: (323) 826 -1425
Name:
Title:
Address:
Tel. No:
Fax No:
Emergency
Sal Petrelli
Petrelli Services
4305 SANTA FE AVE.
VERNON, CA 90058
(323) 585 -5192
(323) 826 -1425
Customer shall n otify Utility in the event of any change in the gas requirements or notification designations
for this facility.
Rate Schedule
GT -F10
FIRM
Net
Billed
N/A
Transmission Rates
Tariff/N - • otiated
- TARIFF-
Otherwise
Applicable
Rate
The term of this sequence is for: 2 YEARS • .
January
February
March
April
May
June
10,300,000
10,090,000
10,720,000
600,000
1,000,000
2,050,000
July
August
September
October
November
December
6,560,000
6,560,000
9,245,000
7,355,000
7,145,000
7,145,000
Annual Quantity 78.770,000
Customer's regular days for operations under this sequence are:
M
T x W
Form 6597 -1 - Revised 6/2003
Th
Use or Pay Aggregator (Yes/No) NO
F x Sat x Sun
2 MSC # 220772 Contract # 221141
Section 3 - Other Existing Transportation /Exchange Arrangements
(1) Customer has existing intrastate transportation /exchange arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing arrangement except:
Section 4 - Transportation Services
Customers "Order Control Code" (OCC) for gas transportation by Utility is : V08
In the event Customer has elected Transportation Services herein, a Transportation Services
Addendum must be completed to indicate the specific account to which any applicable imbalance charges
pursuant to imbalance service provided under Tariff Schedule G -IMB shall be applied. Additional
elections may be made by the customer, including but not limited to the use of Agent or Contracted
Marketer services. Any elections, or changes thereto, made on the Transportation Services Addendum
shall be applicable to all Customer Agreements and facilities utilizing the same Order Control Code.
Section 5 - Billing and Payment
Billing and Payment for services hereunder shall be as provided in Utility's Tariff Rule No. 9. Any
special billing instructions should be noted in Section 7(E).
Section 6 - Transfer of Rights
Subject to Section 7(A), this Agreement and the rights and obligations hereunder shall only be
transferred or assigned with the prior written consent of Utility which shall not be withheld unreasonably,
provided that any successor first establishes its "creditworthiness" and assumes such contractual rights
and obligations in writing.
Section 7 - Miscellaneous
A. Use or Pay Aggregator : N/A
Use or Pay Aggregators will automatically be authorized to access Customer's meter usage. To the
extent applicable, appropriate authorization by Customer (including the terms and conditions thereof) has
been executed and incorporated by reference (as supplemented from time to time) in this Agreement.
B. Contacts/Notices:
Any written notices from one party to the other affecting this Agreement shall be sent to the following
locations (unless changed by seven days prior written notice):
Customer
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
Attn: MR. BRUCE V. MALKENHORST
Title: CITY ADMINISTRATOR
Form 6597 -1 - Revised 6/2003
Utility
Southern California Gas Company
P.O. BOX 513249, ML. GT22A1
LOS ANGELES, CA 90051 -1249
Attn: MARTHA A GARCIA
Title: Account Manager
MSC # 220772 Contract .# 221141
• C. Definitions:
All definitions set forth in the Tariffs, including without limitation Utility Rule No. 1, are incorporated
herein by reference as if set forth in full.
D. Miscellaneous Legal Provisions:
This Agreement incorporates by reference all terms and conditions of the MSC.
E. Special Conditions: The following special conditions of service are applicable hereto:
2nd year MSQ (in Therms) from April '06 to March '07 are as follows:
April 10,300,000; Mav 13,245,000; June 13,505,000; July 15,395,000; August
15,395,000; September 17,700,000; October 16,190,000; November 15,600,000
December 15,980,000; January 16,190,000; February 14,840,000; March
16,610,000
IN WITNESS WHEREOF, the authorized representatives of the parties have executed two duplicate
original copies hereof.
Customer Utility
CITY OF VERNON Southern California Gas Company
Signature: Signature:
Name: MR. BRUCE V. MALKENHORST Name: Mr. Richard M. Morrow
Title: CITY ADMINISTRATOR Title: VP Cust. Serv., Major Mkt
Form 6597 -1 - Revised 6/2003
4 MSC # 220772 Contract # 221141
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
October 27, 2005
4305 Santa Fe Avenue, Vernon, California 90058
telephone (323) 583 -8811
Southern California Gas Company
Attn: Martha A. Garcia, Account Manager
Wholesale & Municipal Generation
555 W. Fifth St., GT22A1
Los Angeles, CA 90013
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
Acting City Treasurer
Re: Master Services Contract Schedule C- Electronic Bulletin Board
(EBB) Agreement
Dear Ms. Garcia:
Transmitted herewith are two executed agreements, as referenced above,
approved by City Council September 21, 2005, through Resolution No.
8855.
Upon complete execution, please return one fully executed original
agreement to the undersigned.
If you have any questions regarding this matter, please call Mr. Ali
Nour, at (323) 583 -8811 ext. 316.
Very truly yours,
Nelly Gibn
Deputy City Clerk
NG:dr'
cc: Ali Nour
Resolution No. 8855
Agreement File No. 05 -110
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MASTER SERVICES CONTRACT
SCHEDULE C
Electronic Bulletin Board(EBB) Agreement
This Agreement is entered into this day of
, 20 , by and between Southern California Gas
Company ( "Utility ") and City of Vernon ( "Customer ") ,
and is attached to and incorporated by reference to the 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 Agreement 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
"EBB" system. EBB 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. EBB 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 EBB access, and any software and /or documentation or
other materials used in connection with EBB. Utility has made
no analysis of what, if any, benefits could accrue to Customer
by utilizing EBB, and Utility does not represent that EBB 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
EBB, 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 EBB will be as specified on EBB, 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. 6597 -3
Rev. 3/30/03
- 2 -
Section 3 - Term
This Agreement shall become effective on the date that
Customer is issued a Logon ID Number ( "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 EBB 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 EBB 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 EBB 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
EBB FOR CUSTOMER OR ANY THIRD PARTIES DEALING WITH
Form No. 6597 -3
Rev. 3/30/03
- 3 -
CUSTOMER (INCLUDING WITHOUT LIMITATION ANY LICENSED
MATERIALS PROVIDED IN CONNECTION THEREWITH OR THE
CAPABILITY OF CUSTOMER'S EQUIPMENT TO UTILIZE. THE
LICENSED MATERIALS), AND NO IMPLIED WARRANTY.SHALL BE
DEEMED TO APPLY AT ANY TIME AS A RESULT OF ANY COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
(b) No Third Party Rights - This Agreement is intended to
establish rights and obligations between the Utility and
Customer, and shall not be deemed to establish any rights
for or obligations to any third party.
(c) Disclaimer - Customer shall be solely responsible for the
selection of services, particular transactions and
products to achieve Customer's intended results. Utility
disclaims any warranty, representation, or opinion,
either express or implied, as to the advisability or
enforceability of any arrangement or relationship
Customer may enter into with any third party based on
EBB. Utility also disclaims any responsibility for any
loss or injury attributable in whole or in part to its
actions or inactions in connection herewith (but any
separate contract entered into by Utility and Customer
through EBB shall be governed by the terms thereof),
including without limitation the operation of EBB and
Customer utilization of the Licensed Materials provided
in connection therewith, or any error or malfunction
related thereto.
Section 6 - EBB Operations
(a) EDI Communications - The procedures, protocols and other
requirements for making EDI transmissions in connection
with EBB are set forth on EBB from time to time, or in
the Licensed Materials.
(b) Statute of Frauds /Best.Evidence - Each party hereby
waives as a defense to the enforceability of any contract
formed by EDI transmissions utilizing EBB that the EDI
transmissions were not written, signed or executed by any
necessary party. However, additional terms or conditions
proposed by Customer in any EDI transmission involving
Utility's services shall be deemed rejected unless
accepted by Utility in writing.
(c) Authority - Each party'shall be entitled to assume that
any EDI transmission received is correct, accurate and
sent with full authority of the transmitting party when
the appropriate Logon ID is utilized.
(d) Records - In the event of a dispute, SoCalGas' electronic
records (or a "hard copy" downloaded there from) are
Form No. 6597 -3
Rev. 3/30/03
4
conclusive evidence of any transaction or data applicable
thereto.
(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. from the
received EDI 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 document 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
4305 Santa Fe Avenue
VPrnnn, CA 9005R
Attn: Ali Nour, Gas Systems Manager
UTILITY: SOUTHERN CALIFORNIA GAS COMPANY
555 W. Fifth St., GT22A1
Los Angeles, CA 90013
Attn: Martha A. Garcia, Account Manager
Wholesale & Municipal Generation
All notices and transmittals shall be sent by prepaid U.S.
certified mail or courier service. The addresses and contacts
listed above may be changed at any time on seven (7) days
prior written notice.
Section 8 - Legal Responsibilities
(a) Control - Customer shall utilize all reasonable efforts
to control and prevent misuse of Utility's proprietary
Form No. 6597 -3
Rev. 3/30/03
Licensed Materials. Utility shall be solely responsible
for the operation of EBB.
(b) Indemnity - 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 EBB 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 EBB 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 time, including
without limitation Utility's Tariff Rule 4. For purpose's
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 is included as a Schedule to the
MSC.
(d) Entire Agreement - 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.
Form No. 6597 -3
Rev. 3/30/03
ATTEST:
By:
(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 of EBB. 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:
None
IN WITNESS WHEREOF the authorized representatives of
Utility and Customer have executed two (2) duplicate original
copies as of the date above.
"CUSTOMER"
CITY OF VERNON
[FULL NAME]
By:f.
ieonis C. Malb
Title Mayor
"UTILITY"
SOUTHERN CALIFORNIA GAS COMPANY
By:
Title:
Bruce V. Malkenhorst, Jr., Acting City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, ity Atto
Form No. 6597 -3
Rev. 3 /30/03
Complete and FAX back to: Capacity Products Staff
Fax No. (213) 244 -3897
EXHIBIT A
Southern California Gas Company
EBB Subscription Form
COMPANY NAME (COMPLETE LEGAL NAME)
CITY OF VERNON
DDRESS
4305 Santa Fe Avenue
CITY
Vernon
STATE
California •
ZIP
CODE 90058
PHONE NUMBER (323) 583 -8811 x 316
FAX NUMBER
(323) 826 -1425
Email Address anour @ci.vernon.ca.us
CUSTOMER'S AUTHORIZED EMPLOYEE (FULL NAME)
Ali Nourmohamadian
SIGNATURE') /,, A.
DATE
10 /4/05
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. SHIPPER
7. OTHER, please specify
SERVICE SELECTIONS
INDICATE YOUR SERVICE SELECTIONS (X)
1. ELECTRONIC BULLETIN BOARDS
2. NOMINATIONS
3. SHIPPER RANKING
4. IMBALANCE TRADING
5. METER USAGE
6. STORAGE ADMINISTRATION
have the software, just send me a
login id.
update view
access only
N/A
x
x
x
x
N/A
x
N/A
x
N/A = NOT
APPLICABLE
Form No. 6597 -3
Rev. 3/30/03
GLAD TO BE OF SERVICE!
AGREEMENT NOT
RECEIVED - LIGHT &
POWER DOES NOT
HAVE A COPY ON FILE