Resolution No. 92651
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RESOLUTION NO. 9265
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON ADOPTING A FORM ACCESS AGREEMENT WITH
CUSTOMERS FOR THE INSTALLATION, MAINTENANCE AND
REPAIR OF GAS LINES, METERS AND RELATED EQUIPMENT
WHEREAS, the City of Vernon (the "City") owns and operates a
municipal natural gas distribution system (the "Gas System") for
supplying the City's municipal electric system (the "Electric System")
with natural gas and has expanded the operations of the Gas System to
provide natural gas to businesses and industries within the City; and
WHEREAS, in order for the City to, install, maintain and
repair, from time to time, the Gas System, including gas lines,
meters, and related ancillary equipment on, over and across portions
of property owned by its customers, the City needs access to the
customers' property; and
WHEREAS, the City desires to adopt a form Access Agreement
setting forth the terms and conditions under which the City is allowed
access to the property of its customers.
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
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves and adopts the form Access Agreement attached hereto as
Exhibit A and incorporated by reference, for use by the Vernon Gas
Municipal Utility Department and customers with -the intent that the
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same shall be a binding contract between the City and the customer
upon acceptance by the Director of the Vernon Gas Municipal Utility
Department.
SECTION 3: The City Council of the City of Vernon hereby
authorizes and empowers the Director of the Vernon Gas Municipal
Utility Department and/or his designee to execute on an as -needed
basis and to make whatever nonsubstantive and administrative changes,
upon approval of the City Attorney, to the form Access Agreement as is
necessary to carry out the intent of this Resolution. Such additions,
deletions and other changes therein as the Director of the Vernon Gas
Municipal Utility Department and/or his designee executing the
Agreement may approve, is conclusively evidenced by the execution and
delivery of the Agreement.
SECTION 4: 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 5th day of March, 2007.
ATTEST:
UELA GIROX, Acting City Clerk
V��" -
HILARIO GONZA ES, Mayor Pro-Tem
- 2 -
1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, Acting City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 9265, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Monday, March 5, 2007,
8 and thereafter was duly signed by the Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GIRON Acting City Clerk
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EXHIBIT
ACCESS AGREEMENT
THIS ACCESS AGREEMENT ("Agreement") is made and entered into as of
, 2007 (the "Effective Date") by and between
("Owner") and the City of Vernon, a California municipal
following facts and circumstances.
corporation ("COV"), based on the
A. Owner is the owner of real property located at , Vernon,
CA, (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, for good and valuable consideration, the receipt and sufficiency of
which is hereby mutually acknowledged, the parties agree as follows:
1. GRANT OF ACCESS FOR ACTIVITIES.
1.1 Description of the Activities and Easement Areas.
(a) Owner grants to COV:
(i) the nonexclusive right and easement to construct, install, operate,
alter, replace, inspect, maintain, and repair a gas system to service
Owner's facility on the Property, including above and below
ground gas service lines, gas meters, and related ancillary
equipment, and for other related purposes (the "Activities") in,
through and under the property described on Exhibit A
(hereinafter sometimes referred to as the `Basement Area"), and
(ii) the nonexclusive right and temporary easement for the initial
construction of said gas system, in, through and under the property
described on Exhibit B (hereinafter referred to as the "Temporary
Easement Area"), subject to the following terms and conditions
contained in this Agreement.
(b) Notwithstanding any other provision contained herein to the contrary, the
Owner may authorize any public utility (privately or publicly owned and
operated) to utilize part of the sub -surface of said. Easement Area for
underground utility structures or facilities; provided, however, as follows:
(i) that any underground structure or facility placed so as to cross
COV's gas system within said Easement Area shall be so placed as
to not compromise the function, access to, or integrity of COV's
gas system; and
(ii) that any underground structure or facility placed parallel to, or
alongside, COV's gas system within said Easement Area shall be so
placed as to not compromise the function, access to, or integrity of
COV's gas system.
1.2 Costs of Activities/Ownership. All costs and expenses of the Activities except as
specifically provided in this Section 1.2 shall be borne solely by COV, and COV shall own and
have full responsibility and liability for the gas system. Owner agrees that upon the completion
of the installation of the gas system and delivery of gas to Owner's facility located on the
Property by COV, Owner shall reimburse COV for such gas installation costs in an amount equal
to $ . Such reimbursement shall be paid through Owner's monthly savings resulting
from the difference between the COV transportation charge and the SoCal Gas transportation
charge for the same amount of natural gas. Such savings amount shall be added to Owner's
transportation charge each month until the entire $ has been recovered by COV.
2. PERFORMANCE OF ACTIVITIES.
2.2 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.
2.3 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.
2.4 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.
2.5 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
property to the same condition that existed prior to the Activities. Upon completion of such
removal activities, all of COV's rights under 1.1(a)(ii) shall terminate.
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, employees, successors and assigns from any and all claims, demands, actions,
lawsuits, losses, obligations, damages, and other liabilities of every nature (including reasonable
attorneys' fees and costs) arising out of or in connection with the use of the Easement Area or
Temporary Easement Area by COV, its employees, agents, contractors, subcontractors, licensees
and invitees, or from COV's acts or omissions in performing the Activities, except that COV
shall not be obligated to indemnify Owner or any of the foregoing persons to the extent any such
liability 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.
than:
5.2 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.
5.3 Minimum Limits of Insurance. The insurance policies shall maintain limits no less
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.
5.4 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.
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:
Attention:
If to COV: City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: Donal O'Callaghan
S. 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.
"COV"
CITY OF VERNON, a California municipal
corporation
By:
Name
Title
"OWNER"
By:
Name
Its
EXHIBIT B
Description of Temporary Easement Area