Resolution No. 91971
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RESOLUTION NO. 9197
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF AN
ACCESS AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND BAKER COMMODITIES, INC. FOR PROPERTY LOCATED AT
4020 BANDINI BOULEVARD
WHEREAS, Baker Commodities, Inc. ("Baker") owns property
located at 4020 Bandini Boulevard, Los Angeles, California 90023 (the
"Property"); and
WHEREAS, the City desires to construct, install, operate,
alter, replace, inspect, maintain and repair a gas system, including
above and below ground gas service lines, gas meters and related
ancillary equipment across four feet of the Property, south of the
north Property line (the "Activities"); and
WHEREAS, the City and Baker desire to enter into an agreement
setting forth the terms and conditions under which the City will have
access to the Property to perform the Activities; and
WHEREAS, in order to meet the urgent need for access to the
Property, the Acting City Administrator executed an Access Agreement on
or about December 12, 2006, subject to ratification by the City
Council; and
WHEREAS, the City Council desires to approve and ratify the
actions of the Acting City Administrator in executing the Access
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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
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and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves and ratifies the Acting City Administrator's execution of the
Access Agreement dated December 12, 2006, a copy of which is attached
hereto as Exhibit A and incorporated by reference.
SECTION 3: 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 20th day of December, 2006.
ATTEST.
E
BRUCE V. MALKENHORST, JR.
Acting City Clerk
, a' n,,,�
THOMAS A. Y ARRA, Mayor Pro-Tem
- 2 -
v
EXHIBIT
A
ACCESS AGREEMENT
THIS ACCESS AGREEMENT ("Agreement") is made and entered into as ofDecember 12,
2006 (the "Effective Date") by and between Baker Commodities, Inc., a Delaware corporation
("Owner") and the City of Vernon, a California municipal corporation ("COV"), based on the
following facts and circumstances.
A. Owner is the owner of real property located at 4020 Bandini Boulevard, Los Angeles,
California 90023 (the "Property").
B. Owner and COV desire that COV install, maintain, and repair, from time to time, as
reasonably required, a gas system, including above ground and below ground gas lines, meters, and
related ancillary equipment, on, over and across the portion of the Property described below, on the
terms described below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF ACCESS FOR ACTIVITIES.
1.1 Description of the Activities. Owner grants to COV the ongoing right, at any time
and from time to time, to enter onto, under, over, and across the Property to construct, install,
operate, alter, replace, inspect, maintain, and repair a gas system, including above and below ground
gas service lines, gas meters, and related ancillary equipment, and for other related purposes (the
"Activities").
1.2 Location of the Activities. The gas system will be installed across four feet of the
Property, south of the north Property line.
1.3 Costs of Activities/Ownership. All costs and expenses of the Activities except the
service installation cost shall be borne solely by COV, and the COV shall own the gas system. The
service installation cost shall be paid by Owner within thirty (30) days of receipt of invoice from
COV.
2. PERFORMANCE OF ACTIVITIES.
2.1 Compliance with Law. The Activities shall be performed in compliance with all
applicable local, state and federal laws, ordinances, rules and regulations, including, but not limited
to, environmental laws and guidelines of any regulatory agencies with jurisdiction over the Property,
and in a safe and prudent manner, in accordance with general industry standards.
2.2 Minimal Interference. COV shall use reasonable efforts to perform the Activities in a
manner that minimizes any disruption of the ongoing business at the Property. However, it is
understood that the Activities entail some invasive activities which commonly generate some
construction -related noise, fumes and dust.
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01910/0001 149016.1
2.3 Mechanics' Liens. COV shall not permit the filing of any mechanics' liens, or other
liens for labor, services, supplies, equipment or material incurred by it, and COV will, at all times,
promptly and fully pay and discharge and wholly protect, defend and hold harmless the Owner in the
event that any such liens are filed.
2.4 Restoration. Promptly after the completion of the Activities, COV shall remove all of
the equipment used in performing the Activities and shall fill in any holes and restore the soil to
grade level.
3. UNDERGROUND UTILITIES.
COV has requested, and Owner shall provide to COV all maps and drawings of surbsurface
utilities in the possession of the Owner, with the understanding that the Owner does not warrant the
accuracy of any such maps or drawings. Owner shall have no liability (to COV or to any third party)
for any damages caused to any underground utilities, or as the result of the existence of any
underground utilities, hazards, or other conditions affecting the Property (including the existence of
any hazardous materials) and the risk of loss associated with the Activities and the possible damages
resulting from the Activities shall be borne solely by COV.
4. INDEMNIFICATION.
COV shall indemnify, defend and hold harmless the Owner, its officers, directors, agents,
representatives, and employees from any and all claims, demands, actions, lawsuits, losses,
obligations, damages, and other liabilities of every nature (including reasonable attorneys' fees and
costs) to the extent arising from COV's or its officers, directors, agents, representatives, contractors
consultants and employees negligence or willful misconduct in performing the Activities, except that
COV shall not be obligated to indemnify Owner or any of its officers, directors, agents,
representatives, and employees for any liability which arises from Owner's or such person's
negligence or willful misconduct.
5. INSURANCE OBLIGATIONS.
COV shall provide to Owner evidence of the following insurance, which shall be procured by
COV prior to the commencement of any Activities and which shall be maintained for the duration of
such Activities.
5.1 Scope of Insurance. Coverage shall be as follows:
(i) Commercial General Liability coverage.
(ii) Workers' Compensation insurance as required by the State of
California.
(iii) Employer's Liability insurance.
5.2 Minimum Limits of Insurance. The insurance policies shall maintain limits no less
than:
-2-
01910A0001 149016.1
General Liability: $1,000,000 per occurrence for bodily injury,
personal injury and property damage, with a
deductible of not more than $10,000.
Employer's Liability: $1,000,000 each accident, $1,000,000 policy limit
bodily injury by disease, $1,000,000 each employee
bodily injury by disease.
5.3 Specific Insurance Requirements.
The insurance policies must (i) be endorsed with waiver of subrogation endorsements
waiving the carrier's right of subrogation; (ii) state that such insurance is primary and that any
insurance maintained by COV is excess and non-contributory; (iii) not be cancelable, terminable or
subject to material change without thirty (30) days' prior written notice to Owner; and (iv) name
Owner as an additional insured and certificate holder on the commercial general liability policy, as
its interests may appear. Certificates (ACORD form) showing that all coverages required of under
this Agreement must be delivered to Owner before any entry onto the Property. If applicable,
replacement certificates will be timely delivered (no less than ten (10) days prior to expiration of
current certificate) to Owner.
6. DISPUTE RESOLUTION.
The parties agree that any and all disputes arising out of or in relation to this Agreement,
including without limitation any action in tort, shall be resolved exclusively, finally and conclusively
by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of
the Judicial Arbitration & Mediation Services Inc. (JAMS). Any party may be represented by
counsel. Each party will select an arbitrator within 15 days of notice of election to arbitrate a
dispute. Those two arbitrators will then select a third within 15 days of the selection of the two. The
three member panel will make the final decision, and the determination of two of the three arbitrators
shall be conclusive on the panel. The arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California and the terms of
this Agreement, and discovery shall be permitted in accordance with the California Code. The
arbitrators shall provide written reasons for their decision within 30 days following the conclusion of
the arbitration. The arbitration decision shall be final and binding on the parties. Notwithstanding
the foregoing, the parties shall be permitted to access the court system to enforce any arbitration
award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be
the Superior Court of California, Los Angeles County, and this Agreement shall be governed by the
laws of the State of California. The parties hereby acknowledge and agree that they are giving up
any rights they may possess to have a dispute arising hereunder litigated in a court or jury trial, and
they are giving up their judicial rights to discover and appeal unless those rights are specifically
included in this provision. The parties understand that if they do not comply with these provisions,
they may be compelled to arbitrate under the authority of the California Code of Civil Procedures.
Each party is voluntarily agreeing to this arbitration provision.
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01910f0001 149016.1
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7. NOTICES.
All notices required or permitted to be given pursuant to this Agreement shall be in writing,
and shall be delivered either personally, by overnight delivery service or by U.S. certified or
registered mail, postage prepaid, return -receipt requested and addressed to the parties at their
respective addresses as they appear below. The parties may change their addresses for notice by
giving notice of such change in accordance with this section. Notices shall be deemed received on
date of receipt or refusal to accept delivery.
If to Owner: Baker Commodities, Inc.
4020 Bandini Blvd.
Los Angeles, California 90023
Attn: Dennis Luckey, Executive Vice President
If to COV: City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: Willard Yamaguchi, Esq., Chief Deputy City Attorney
8. ENTIRE AGREEMENT.
This writing is intended by the parties as a final expression of their agreement and as a
complete and exclusive statement of the terms thereof, all prior negotiations, considerations and
representations between the parties are hereby superseded by this Agreement. This Agreement can
be modified only by a writing signed by both parties.
Executed as of the day and year first above written.
"COV" "OWNER"
CITY OF VERNON, a California municipal
corporation
l �S C Iq
Aame
A
r Y W NY a
BAKER COMMODITIES, INC., a Delaware
Name le"00-'.og- /f—a� ,
Its UZe�'w-
-4-
01910/0001 149016.1
CITY OF VERNON
NATURAL GAS TRANSPORTATION AGREEMENT
This Agreement is entered into this first day of December, 2006, by and between the CITY OF
VERNON, hereafter referred to as "Vernon" or "City" or "COV" and BAKER COMMODITIES
INC, a Delaware Corporation, hereafter referred to as "Customer."
NOW THEREFORE, in consideration of the mutual undertakings set forth below, the parties
agree as follows:
SECTION 1- TERM
This Agreement shall be effective the latter of 1) when COV is first able to physically connect to
and deliver natural gas service to Customer's facility, or 2) December 22, 2006, and may
terminate not sooner than midnight on January 31, 2007. At the end of the initial term, this
Agreement shall continue on a month to month basis unless terminated by 30 day written notice
from one party to the other.
This Agreement shall be subject to prior termination pursuant to (or consistent with) any final
order of a federal, state or local government entity having jurisdiction over this arrangement or
the parties herein by mutual agreement. Such termination shall not relieve either party of the
obligation to discharge any financial obligations arising hereunder prior to or as a result of
termination or to correct any then -existing gas imbalance between deliveries and receipts arising
during the term hereof (to the extent not prohibited by such final order).
SECTION 2 - RATES
Customer requests and the City will provide gas service(s) in accordance with Schedule G-3
(Large Commercial Gas Transportation) and City gas rules and regulations. Customer has
reviewed and inspected the applicable City rates, rules, and regulations for gas service(s) and
agrees to comply therewith. This Agreement shall at all times be subject to the rules and
regulations of the City of Vernon, which may be changed or modified by the City Council from
time to time in the exercise of its jurisdiction.
Page 1 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 3 - SCOPE
The City of Vernon, or an authorized agent in service to Vernon, shall accept into the SoCalGas
system Gas nominated on behalf of Customer. Customer gas shall be transported on SoCalGas
using firm service under Vernon's wholesale transportation agreement with SoCalGas. The City
shall use its own transmission and/or distribution system to provide delivery to Customer within
the City of Vernon. The Gas delivered to the Customer will not necessarily be the Gas that the
Third -Party Supplier delivered into SoCalGas for delivery to City of Vernon, but will be
equivalent in value on a Btu basis.
The terms and conditions of the transportation service to be provided by City to Customer shall
be as set forth in the applicable rate schedules of the City of Vernon.
Customer shall provide City its monthly and annual expected natural gas consumption, as well as
its maximum daily contract quantity based on its currently -installed gas -burning equipment
(Exhibit A, attached hereto). Customer shall revise these quantities whenever it experiences
significant changes in its expected gas usage.
SECTION 4 - FINANCIAL OBLIGATION
A. Monthly Billing Statement. Each month on or before the twentieth (20th) day of the month
Vernon shall send Customer an invoice for the net charges payable hereunder for the preceding
month. Such charges shall be based upon this Agreement and the appropriate prevailing Vernon
Rate Schedule. All net charges for gas delivered to Customer shall be billed to Customer at the
billing address designated hereunder.
B. Payment. Customer payments must be received no later than (20) days of receipt by
customer. Failure to timely pay may result in immediate termination of gas service to Customer.
Customer may, at City of Vernon's sole discretion, be charged a late charge on any delinquent or
unpaid balance, according to the then prevailing Vernon Municipal Code applicable ordinances
and/or resolutions.
C. In -Lieu of Tax and Franchise Fee: The base rates and charges have been increased by 3
percent to reflect payments in -lieu of tax and franchise payments.
D. Adjustments. All gas quantities transported and/or delivered to Vernon under this Agreement
shall be billed based on the best information available to Vernon at the time of billing, but shall
be subject to adjustment based on subsequent adjustments.
Page 2 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 5 - RELATED OBLIGATIONS
A. Title/Indemnity. Customer warrants title to all gas delivered to Vernon on behalf of
Customer. Customer shall indemnify and hold harmless Vernon, agents serving Vernon, and
SoCalGas from and against any and all claims, actions, liabilities, taxes, royalties, liens, charges,
damages or costs (including reasonable attorneys' fees for in-house or outside counsel) related to
gas delivered or failed to be delivered to the allocation points which have been nominated and
confirmed with Vernon and SoCalGas hereunder, and arising out of or on account of this
Agreement in general, except for claims arising out of the gross negligence of Vernon.
B. Replacement of Gas. Vernon shall have no obligation to notify Customer or to replace or
substitute for Customer any quantities of gas not delivered to SoCalGas or accepted by SoCalGas
in connection with this Agreement.
C. Assignment of Rights and Obligations. The rights and obligations under this Agreement
shall not be assigned by either party without the prior written consent of the other parry, which
consent may be withheld at the sole discretion of Vernon.
D. Customer Responsibility. Vernon shall bill and Customer shall pay any costs incurred by
Vernon because of any failure by third parties, acting as agents for Customer, to perform their
obligations related to this Agreement (including reasonable attorneys' fees whether for in-house
or outside counsel). Vernon shall bill and Customer shall pay any and all penalties, taxes, or
other related or similar charges or fees incurred by Vernon or SoCalGas under an interstate or
intrastate supplier contract as a result of this Agreement and accommodating transportation
service shall be paid by the Customer. Under no circumstances shall Vernon be liable to any
third -party producer, marketer, broker, or other supplier of gas under this Agreement for any
portion of the purchase price for the Customer's natural gas supplies, including but not limited to
the gas commodity, transportation, tariffs, taxes, fees, and surcharges.
E. Re ug latory. This Agreement, including but not limited to Vernon's Natural Gas Rates
Schedules and Rules, are subject to revision and modification as a result of legislative or
regulatory action, including CPUC and/or Federal Energy Regulatory Commission proceedings
and orders.
The rates and terms of firm transmission service on the SoCalGas system are now under review
at the CPUC in Application No. A. 04-12-004 concerning the establishment of firm access rights
(FARs) on the SoCalGas system. Should the CPUC create FARs on the SoCalGas system,
Customer and the City of Vernon shall cooperate to ensure that the City of Vernon has access to
the FARs that may be associated with the Customer's historical use of the SoCalGas system.
Such cooperation may include the assignment of the Customer's FARs to the City of Vernon.
F. Consequential Damages. Except as provided herein, neither parry shall be assessed any
special, punitive, consequential, incidental, or indirect damages, whether in contract or tort, for
any actions or inactions related to this Agreement or the delivery or non -delivery of gas,
curtailment or transportation thereof.
Page 3 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 6 — NOTICES, BILLING, CUSTOMER CONTACT
Any notice, request, demand, or statement provided for in this Agreement shall be in writing and
shall be sent to the parties hereto at the following addresses, and shall be effective upon receipt:
Notice, correspondence, and statements:
Customer:
Attn: Dennis Luckey
Executive Vice President
Baker Commodities, Inc.
4020 Bandini Blvd
Los Angeles, CA 90023
Office Phone (323) 268-2801
Fax (323) 267-3614
Operations and Nominations Contact
Customer:
Attn: Carl Baclit
Office Manager
Baker Commodities, Inc.
4020 Bandini Blvd
Los Angeles, CA 90023
Office Phone (323) 268-2801
Fax (323) 268-5166
Billing:
Customer:
Attn: Carl Baclit
(Same as above)
SECTION 7 - JURISDICTION
Vernon:
Attn: Gas System Manager
City of Vernon
4305 Santa Fe Avenue
City of Vernon, CA 90058
Phone (323) 583-8811
Fax( 323) 587-7596
Vernon:
(Same as above)
This Agreement shall be governed and construed in accordance with the laws of the State of
California.
Page 4 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 8 - CAPTIONS AND ORGANIZATION
The various headings and numbers herein and the groupings of the provisions of this Agreement
are for the purpose of convenience only and shall not be considered a part hereof, and shall have
no effect on the construction or interpretation of any part of this Agreement.
SECTION 9 - ENTIRE AGREEMENT
This Agreement in conjunction with Vernon's Gas Rates and Rules set forth the entire
understanding of the parties and supersedes any prior understandings or discussions (whether
written or oral) and incorporated herein by reference all Vernon Municipal Codes, ordinances
and resolutions existing or as amended from time to time. In the event of a conflict between this
Agreement and Vernon's Gas Rates and Rules, the language of this Agreement shall prevail.
This Agreement shall only be amended by an instrument in writing properly executed by both
parties or as superseded by changes in the City of Vernon Municipal Code, resolutions,
ordinances, or other applicable rules and regulations.
IN WITNESS WHEREOF, the authorized representatives of the parties have executed this
agreement in duplicate originals.
CUSTOMER:
Customer Name Baker Commodities Inc.
Signed Printed 7xvill 14 I ZU
Title GX,CU•! lL/G%CP Arrs'
1
Ad -
CITY OF VERNON:
Signed
Printed
i.
Title \\tL� LSO �� ®'r �- u,—
Page 5 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
NATURAL GAS TRANSPORTATION AGREEMENT
EXHIBIT A
Location name
Baker Commodities Inc
Location address
4020 Bandini Blvd, Vernon, CA
Contact person
Carl Baclit, Office Manager
Office phone
(323) 268-2801
Cell phone
24 hr #1 (323) 353-6918
Emergency phone
24 hr #2 (323) 353-6917
Natural gas supplier
BP
Supplier contact
Joe Alves
Supplier phone
(949) 251-8696 x108
Estimated Monthly Quantities 210,000 Therms per Month
Estimated Annual Quantity
2,520,000 Therms per Year
Maximum Daily Quantity
Not Applicable
Regular days of operation
Monday through Saturday
Page 6 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
December 28, 2006
f I 1 0) s0r�?, t
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Mr. Dennis Luckey, Executive Vice President
Baker Commodities, Inc.
4020 Bandini Blvd.
Los Angeles, CA 90023
MARK C. WHITWORTH
Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
City Treasurer
DONAL O'CALLAGHAN
Director of Light & Power
Re: Baker Commodities, Inc. Access Agreement - 4020 Bandini Boulevard
Dear Mr. Luckey:
Transmitted herewith is a copy of one fully executed access agreement
as referenced above, approved by the City Council of the City of
Vernon on December 20, 2006, through Resolution No. 9197.
If you have any questions regarding this matter, please call Mr.
Willard Yamaguchi, at (323) 583-8811 ext. 175.
Very truly yours, _
Ne ly Giron f
Deputy City Clerk
NG:dr
c: Donal O'Callaghan
S. Kevin Wilson
W. Yamaguchi
Resolution No. 9197
Agreement File No. 06-147
WgIuAlve(y wnbughial
CITY OF VERNON
NATURAL GAS TRANSPORTATION AGREEMENT
This Agreement is entered into this first day of December, 2006, by and between the CITY OF
VERNON, hereafter referred to as "Vernon" or "City" or "COV" and BAKER COMMODITIES
INC, a Delaware Corporation, hereafter referred to as "Customer."
NOW THEREFORE, inconsideration of the mutual undertakings set forth below, the parties
agree as follows:
SECTION 1- TERM
This Agreement shall be effective the latter of 1) when COV is first able to physically connect to
and deliver natural gas service to Customer's facility, or 2) December 22, 2006, and may
terminate not sooner than midnight on January 31, 2007. At the end of the initial term, this
Agreement shall continue on a month to month basis unless terminated by 30 day written notice
from one party to the other.
This Agreement shall be subject to prior termination pursuant to (or consistent with) any final
order of a federal, state or local government entity having jurisdiction over this arrangement or
the parties herein by mutual agreement. Such termination shall not relieve either party of the
obligation to discharge any financial obligations arising hereunder prior to or as a result of
termination or to correct any then -existing gas imbalance between deliveries and receipts arising
during the term hereof (to the extent not prohibited by such final order).
SECTION 2 - RATES
Customer requests and the City will provide gas service(s) in accordance with Schedule G-3
(Large Commercial Gas Transportation) and City gas rules and regulations. Customer has
reviewed and inspected the applicable City rates, rules, and regulations for gas service(s) and
agrees to comply therewith. This Agreement shall at all times be subject to the rules and
regulations of the City of Vernon, which may be changed or modified by the City Council from
time to time in the exercise of its jurisdiction.
Page 1 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 3 - SCOPE
The City of Vernon, or an authorized agent in service to Vernon, shall accept into the SoCalGas
system Gas nominated on behalf of Customer. Customer gas shall be transported on SoCalGas
using firm service under Vernon's wholesale transportation agreement with SoCalGas. The City
shall use its own transmission and/or distribution system to provide delivery to Customer within
the City of Vernon. The Gas delivered to the Customer will not necessarily be the Gas that the
Third -Parry Supplier delivered into SoCalGas for delivery to City of Vernon, but will be
equivalent in value on a Btu basis.
The terms and conditions of the transportation service to be provided by City to Customer shall
be as set forth in the applicable rate schedules of the City of Vernon.
Customer shall provide City its monthly and annual expected natural gas consumption, as well as
its maximum daily contract quantity based on its currently -installed gas -burning equipment
(Exhibit A, attached hereto). Customer shall revise these quantities whenever it experiences
significant changes in its expected gas usage.
SECTION 4 - FINANCIAL OBLIGATION
A. Monthly Billing Statement. Each month on or before the twentieth (20th) day of the month
Vernon shall send Customer an invoice for the net charges payable hereunder for the preceding
month. Such charges shall be based upon this Agreement and the appropriate prevailing Vernon
Rate Schedule. All net charges for gas delivered to Customer shall be billed to Customer at the
billing address designated hereunder.
B. Payment. Customer payments must be received no later than (20) days of receipt by
customer. Failure to timely pay may result in immediate termination of gas service to Customer.
Customer may, at City of Vernon's sole discretion, be charged a late charge on any delinquent or
unpaid balance, according to the then prevailing Vernon Municipal Code applicable ordinances
and/or resolutions.
C. In -Lieu of Tax and Franchise Fee: The base rates and charges have been increased by 3
percent to reflect payments in -lieu of tax and franchise payments.
D. Adjustments. All gas quantities transported and/or delivered to Vernon under this Agreement
shall be billed based on the best information available to Vernon at the time of billing, but shall
be subject to adjustment based on subsequent adjustments.
Page 2 of 6
City of Vernon Council Resolution 9134, ordinance 1122, effective 10/6/06
SECTION 5 - RELATED OBLIGATIONS
A. Title/Indemnity. Customer warrants title to all gas delivered to Vernon on behalf of
Customer. Customer shall indemnify and hold harmless Vernon, agents serving Vernon, and
SoCalGas from and against any and all claims, actions, liabilities, taxes, royalties, liens, charges,
damages or costs (including reasonable attorneys' fees for in-house or outside counsel) related to
gas delivered or failed to be delivered to the allocation points which have been nominated and
confirmed with Vernon and SoCalGas hereunder, and arising out of or on account of this
Agreement in general, except for claims arising out of the gross negligence of Vernon.
B. Replacement of Gas. Vernon shall have no obligation to notify Customer or to replace or
substitute for Customer any quantities of gas not delivered to SoCalGas or accepted by SoCalGas
in connection with this Agreement.
C. Assignment of Rights and Obligations. ions. The rights and obligations under this Agreement
shall not be assigned by either party without the prior written consent of the other party, which
consent may be withheld at the sole discretion of Vernon.
D. Customer Responsibility. Vernon shall bill and Customer shall pay any costs incurred by
Vernon because of any failure by third parties, acting as agents for Customer, to perform their
obligations related to this Agreement (including reasonable attorneys' fees whether for in-house
or outside counsel). Vernon shall bill and Customer shall pay any and all penalties, taxes, or
other related or similar charges or fees incurred by Vernon or SoCalGas under an interstate or
intrastate supplier contract as a result of this Agreement and accommodating transportation
service shall be paid by the Customer. Under no circumstances shall Vernon be liable to any
third -party producer, marketer, broker, or other supplier of gas under this Agreement for any
portion of the purchase price for the Customer's natural gas supplies, including but not limited to
the gas commodity, transportation, tariffs, taxes, fees, and surcharges.
E. Regulatory. This Agreement, including but not limited to Vernon's Natural Gas Rates
Schedules and Rules, are subject to revision and modification as a result of legislative or
regulatory action, including CPUC and/or Federal Energy Regulatory Commission proceedings
and orders.
The rates and terms of firm transmission service on the SoCalGas system are now under review
at the CPUC in Application No. A. 04-12-004 concerning the establishment of firm access rights
(FARs) on the SoCalGas system. Should the CPUC create FARs on the SoCalGas system,
Customer and the City of Vernon shall cooperate to ensure that the City of Vernon has access to
the FARs that may be associated with the Customer's historical use of the SoCalGas system.
Such cooperation may include the assignment of the Customer's FARs to the City of Vernon.
F. Consequential Damages. Except as provided herein, neither party shall be assessed any
special, punitive, consequential, incidental, or indirect damages, whether in contract or tort, for
any actions or inactions related to this Agreement or the delivery or non -delivery of gas,
curtailment or transportation thereof.
Page 3 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 6 — NOTICES, BILLING, CUSTOMER CONTACT
Any notice, request, demand, or statement provided for in this Agreement shall be in writing and
shall be sent to the parties hereto at the following addresses, and shall be effective upon receipt:
Notice, correspondence, and statements:
Customer:
Attn: Dennis Luckey
Executive Vice President
Baker Commodities, Inc.
4020 Bandini Blvd
Los Angeles, CA 90023
Office Phone (323) 268-2801
Fax (323) 267-3614
Operations and Nominations Contact
Customer:
Attn: Carl Baclit
Office Manager
Baker Commodities, Inc.
4020 Bandini Blvd
Los Angeles, CA 90023
Office Phone (323) 268-2801
Fax (323) 268-5166
Billin :
Customer:
Attn: Carl Baclit
(Same as above)
SECTION 7 - JURISDICTION
Vernon:
Attn: Gas System Manager
City of Vernon
4305 Santa Fe Avenue
City of Vernon, CA 90058
Phone (323) 583-881 l
Fax( 323) 587-7596
Vernon:
(Same as above)
This Agreement shall be governed and construed in accordance with the laws of the State of
California.
Page 4 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
SECTION 8 - CAPTIONS AND ORGANIZATION
The various headings and numbers herein and the groupings of the provisions of this Agreement
are for the purpose of convenience only and shall not be considered a part hereof, and shall have
no effect on the construction or interpretation of any part of this Agreement.
SECTION 9 - ENTIRE AGREEMENT
This Agreement in conjunction with Vernon's Gas Rates and Rules set forth the entire
understanding of the parties and supersedes any prior understandings or discussions (whether
written or oral) and incorporated herein by reference all Vernon Municipal Codes, ordinances
and resolutions existing or as amended from time to time. In the event of a conflict between this
Agreement and Vernon's Gas Rates and Rules, the language of this Agreement shall prevail.
This Agreement shall only be amended by an instrument in writing properly executed by both
parties or as superseded by changes in the City of Vernon Municipal Code, resolutions,
ordinances, or other applicable rules and regulations.
IN WITNESS WHEREOF, the authorized representatives of the parties have executed this
agreement in duplicate originals.
CUSTOMER:
Customer Name Baker Commodities Inc.
Signed ff��
Printed "
Titlexecw�iv� Aries ('An
CITY OF VERNON:
P
Signed
` t
Printed
Title
Page 5 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06
NATURAL GAS TRANSPORTATION AGREEMENT
EXHIBIT A
Location name
Baker Commodities Inc
Location address
4020 Bandini Blvd Vernon, CA
Contact person
Carl Baclit Office Manager
Office phone
(323) 268-2801
Cell phone
24 hr 41 (323) 353-6918
Emergency phone
24 hr #2 (323) 353-6917
Natural gas supplier
BP
Supplier contact
Joe Alves
Supplier phone
(949) 251-8696 x108
Estimated Monthly Quantities 210,000 Therms per Month
Estimated Annual Quantity
2,520,000 Therms per Year
Maximum Daily Quantity
Not Applicable
Regular days of operation
Monday through Saturday
Page 6 of 6
City of Vernon Council Resolution 9134, Ordinance 1122, effective 10/6/06