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Resolution No. 10113RESOLUTION NO. 10,113 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A RECEIPT POINT MASTER AGREEMENT (SCHEDULE M), POOLING SERVICE AGREEMENT (SCHEDULE K), AND ELECTRONIC BULLETIN BOARD AGREEMENT WITH THE SOUTHERN CALIFORNIA GAS COMPANY RELATING TO THE PURCHASE, TRANSPORATION AND POOLING OF NATURAL GAS WHEREAS, on April 13, 2005, the City Council of the City of Vernon adopted Resolution No. 8719 ratifying a Master Services Contract dated January 27, 2005, Master Services Contract Schedule A - Intrastate Transmission Service Transportation Services Addendum (Order Control Code V08) executed on March 22, 2005, and Master Services Contract Schedule A Intrastate Transmission Service dated February 8, 2005, with Southern California Gas Company ("SoCalGas") setting forth the terms and conditions under which SoCalGas provides natural gas services to the City pursuant to applicable Tariff Rate Schedules and Tariff Rules which have been filed with the Public Utilities Commission of the State of California; and WHEREAS, on September 21, 2005, the City Council of the City of Vernon adopted Resolution No. 8855 approving a Master Services Contract Schedule C-Electronic Bulletin Board (EBB) Agreement with SoCalGas under which SoCalGas makes 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 WHEREAS, on March 30, 2009, the City Council of the City of Vernon adopted Resolution No. 9903 approving the renewal of the Master Services Contract Schedule A Intrastate Transmission Service for the term April 1, 2009 through April 1, 2011; and WHEREAS, SoCalGas and City of Vernon ("Vernon") desire to enter into a Receipt Point Master Agreement ("RPMA"), Schedule M, to facilitate the purchase of Receipt Point Access rights and the transportation of natural gas into the SoCalGas System or Off -System delivery services to transport gas off the SoCalGas System; and WHEREAS, SoCalGas and Vernon desire to enter into a Master Services Contract, Schedule K, Pooling Service Agreement (the "Pooling Service Agreement") setting forth the terms and conditions under which SoCalGas will provide pooling services on the SoCalGas system; and WHEREAS, both the RPMA and the Pooling Services Agreement provide Vernon with more options in taking receipt of gas from gas suppliers into the SoCalGas System; and WHEREAS, SoCalGas and Vernon desire to enter into an Electronic Bulletin Board Agreement (the "EBB Agreement") to allow Liz Negrete, Dan Bergmann and Anthony Serrano access to Vernon business with SoCalGas, including electronic access to gas delivery data into Vernon's gas system at no charge to Vernon; and WHEREAS, by memo dated November 18, 2009, the City Administrator has recommended that the RPMA, the Pooling Service Agreement, and the EBB Agreement (collectively, the "Agreements") with SoCalGas be approved; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsections (b)(1) and (b)(3) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into the Agreements with SoCalGas to facilitate the purchase and transportation of natural gas on the SoCalGas system. - 2 - 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 does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreements, copies of which are attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Director of Light & Power to execute said Agreements for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever action is deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send the fully executed Agreements to SoCalGas. - 3 - SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 7th day of December, 2009. ATT ST: ANUELA GIRON, Cit Clerk Name: Hilario Gonzales Title: Mayor / "��-Pro - 4 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 10,113, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, December 7, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City o Vernon. Executed this day of December, 2009, at Vernon, California. (SEAL) la46'f'�� A"-� ANUELA GIRON, ity Clerk - 5 - f EXHIBIT A RECEIPT POINT MASTER AGREEMENT SCHEDULE M Account Number: 095-680-6306 This Receipt Point Master Agreement (RPMA) is entered into as of the following date: December 1st, 2009. The parties to this RPMA are the following: Southern California Gas Company and 555 West Fifth Street GT 22A1 Los Angeles CA 90013 Attn: Mr. Paul D Borkovich _ Phone: (213) 244-3691 - Fax: (213) 244-8222 City Of Vernon Light & Power Department 4305 Santa Fe Avenue Vernon CA 90058 Federal Taxpayer ID: 95-6000808 Duns #: 060883022 Master Services Contract W. 220772 Attn: Mr. Donal O'Callaghan Phone: (323) 583-8811 Fax: (323) 826-1425 E-mail: docallaghan@ci.vernon.ca.us This RPMA incorporates by reference for all purposes all of the terms and conditions for the Master Services Contract dated January 27th. 2005 between Southern California Gas Company ("Utility") and City Of Vernon ("Customer"). The parties hereby agree to the following additional General Terms and Conditions: GENERAL TERMS AND CONDITIONS Section 1 Purpose and Procedures 1.1. These General Terms and Conditions to the RPMA are intended to facilitate the purchase of Receipt Point Access rights and the transportation of natural gas onto the Utility system or Off -System Delivery Services to transport natural gas off the Utility system. "Customer" refers to the party purchasing Receipt Point Access rights to transport gas onto the Utility system or Off -System Delivery Services to transport gas off the Utility system and "Utility" refers to the party selling those rights. 1.2• The parties will use the following Receipt Point Access Contract (RPAC) or Off -System Delivery Contract (OSD) procedure. Should the parties come to an agreement regarding a receipt point access or off -system delivery service transaction for a particular Receipt Period, the Utility shall, and Customer may, record that agreement on an RPAC form or an OSD form and communicate such RPAC or OSD form by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the, date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of non -conflicting RPAC or OSD forms or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3. 1.3. If a sending party's RPAC or OSD form is materially different from the receiving party's understanding of the agreement referred to. in Section 1.2., such receiving party shall notify the sending party via facsimile by the Confirm Deadline, unless such receiving party has previously sent a RPAC or OSD form to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's RPAC or OSD form. If there are any material differences between timely sent RPAC or OSD forms governing the same transaction, then neither RPAC or OSD form shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the RPAC or OSD forms. The entire agreement between the parties shall be those provisions contained in both the RPMA and any effective RPAC or OSD form. In the event of a conflict among the terms of (i) an RPAC or OSD form, (ii) the RPMA, and (III) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence. Form 6597-18 (01/2007) 1 MSC # 220772 Contract # 241256 Section 2. Definitions 2.1. "Receipt Point Contract" shall mean the document, substantially in the form of Exhibit A, Schedule L, setting forth the terms of a purchase and sale receipt point transaction formed pursuant to Section 1 for a particular Receipt Period. 2.2. "Off -System Delivery Service Contract" shall mean the document, substantially in the form of Exhibit B, Schedule N, setting forth the terms of a purchase and sale receipt point transaction formed pursuant to Section 1 for a particular Receipt Period. 2.3. "Receipt Point Master Agreement" shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein. 2.4. "Business Day" shall mean any day except Saturday, Sunday or Federal Reserve Bank holidays. 2.5. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a Confirmation is received; provided, if the RPAC form or OSD form is time stamped after 5:00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day. 2.6. "Confirming Party" shall mean the party that prepares and forwards an RPAC or OSD form to the other party. 2.7. "Contract" shall mean the legally -binding relationship established by: (i) the RPMA (ii) the provisions contained In any effective RPAC or OSD form; (iii) the provisions in any effective amendment to an RPAC or OSD form; and (iv) the Master Services Contract. 2.8. "Contract Price" shall mean the amount expressed in U.S. Dollars per Dth or % of Tariff Rate, as evidenced by the Contract Price on the RPAC or OSD form. 2.9. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as set forth in the RPAC or OSD form. 2.10. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Utility in its Rule No. 1. 2.11. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure. 2.12. "Gas" shall mean any mixture of hydrocarbons and non-combustible gases in a gaseous state consisting primarily of methane. 2.13. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability. 2.14. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. 2.15. "Receipt Period" shall be the period during which deliveries are to be made to the Receipt Point(s) as set forth in the RPAC or OSD form. 2.16. "Receipt Point" shall mean such point as are mutually agreed upon between Utility and Customer as set forth in the RPAC or OSD form. 2.17. "Scheduled Gas" shall mean the quantity of Gas scheduled for delivery by the upstream interconnect to Utility for movement. 2.18.. "Taansporter(s)" shall mean all Gas gathering or pipeline companies or entities, or local distribution companies, acting in the capacity of a transporter(s), transporting Gas for Utility or Customer upstream or downstream, respectively, of the Receipt Point pursuant to a particular RPAC or OSD form. Form 6597-18 (01/2007) 2 MSC # 220772 Contract # 241256 Section 3. Performance Obligation 3.1. Utility agrees to sell and Customer agrees to purchase, the Daily Contract Quantity (DCQ) for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as specified in the RPAC or OSD form: 3.2. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN., IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS CONTRACT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. Section 4. Transportation and Nominations 4.1. Customer shall have the sole responsibility for transporting the Gas to the Receipt Point in association with Receipt Point Access rights. 4.2. The parties shall coordinate their nomination activities as provided for in SoCalGas' Rule No. 30 or its legal successor. Each party shall give the other party timely prior notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered each Day. 4.3. Customer shall conform to the operating procedures set forth in all applicable Utility tariffs and rules in effect during the term of this RPMA. Section 5. Quality and Measurement 5.1. All Gas delivered by Customer shall meet the quality and heat content requirements as provided for in SoCalGas' Rule No. 30 or its legal successor. 5•2. The unit of quantity measurement for purposes of this Contract shall be one Dth dry. Section Q. Billing, Payment and Audit 6.1. Utility shall invoice Customer in accordance with the rate selected by Customer in the RPAC or OSD form and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. 6.2. Customer shall remit the amount due In accordance with the provisions set forth in the Master Services Contract between Utility and Customer and Utility's Rule No. 9, Discontinuance of Service. If a Customer disputes a Utility bill, the disputed amount will be deposited with the CPUC pending resolution of the dispute under existing Commission procedures. No termination of participation will occur for this dispute while the Commission is hearing the matter. 6.3. In the event any.payments are due Customer hereunder, payment to Customer shall be made in accordance with Section 6.2. above. Section 7. Indemnity 7.1. Customer agrees to indemnify Utility in accordance with the provisions of SoCalGas' Rule No. 30, Section A.2 or its legal successor. 7.2. Notwithstanding the other provisions of this Section 7, as between Utility and Customer, Customer will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Customer to meet the quality requirements of Section 5. Section 8._Notices 8.1. All RPAC or OSD forms, invoices, payments and other communications made pursuant to the RPMA ("Notices") shall be made to the addresses specified in writing by the respective parties from time to time. 8.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered. Form 6597-18 (01/2007) 3 MSC # 220772 Contract # 241256 8.3, Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party's receipt of its facsimile machine's confirmation of successful transmission, if the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered two Business Days after mailing. 8.4. Customer shall provide prior written notice to Utility of those persons authorized by Customer to submit binding open season bids, make nominations on behalf of Customer, and execute secondary market transactions for RPAC or OSD forms. Customer shall notify Utility at the earliest time practicable when such persons are no longer authorized to conduct these transactions on behalf of Customer. Customer shall further notify SoCalGas at the earliest time practicable whenever any person who has been given a secure log -in ID by SoCalGas for purposes of making nominations on behalf of Customer is no longer authorized by Customer to use such secure log -in ID. Section 9-Financial Responsibility 9.1. In order to receive service from Utility, Customer must meet the credit requirements as determined from time to time by the Utility, 9.2. Each party reserves to itself all rights, set -offs, counterclaims, and other defenses which it is or may be entitled to arising from the Contract. Section 10 Force Majeure 10.1. Except with regard to a party's obligation to make payment due under Section 6, neither party shall be liable to the other for failure to perform a Firm or other, obligation hereunder, to the extent such failure was caused by Force Majeure, The term "Force Majeure" as employed herein is defined in SoCalGas' Rule No. 1, as further defined in Section 10.2. 10.2. Force Majeure shall include but not be limited to the following: (1) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or, failure of wells or lines of pipe; (iii) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (iv) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction. Utility and Customer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. 10.3, Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship. 10.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the sole discretion of the party experiencing such disturbance. 10.5. The party whose performance is prevented by Force Majeure must provide notice to the other party. - Initial notice may be given orally; however, written notification with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notification of Force Majeure to the other party, the affected party will be relieved of its obligation to make or accept delivery of Gas as applicable to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event. Form 6597-18 (01/2007) 4 MSC # 220772 Contract # 241256 Section 11. Term 11.1. This RPMA may be terminated on 30 days' written notice, but shall remain in effect until the expiration of the latest Receipt Period of any RPAC or OSD form. The rights of either party pursuant to Section 6, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the RPMA or any RPAC or OSD. Section 12. Miscellaneous 12.1. If any provision in this RPMA is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this RPMA. 12.2. There is no third party beneficiary to this RPMA. 12.3. Each party hereby confirms that it shall comply with all applicable requirements set forth in the Federal Acquisition Regulations (or successor thereto) in effect on the date of this agreement, including but not limited to the following: 48 C.F.R. Section 52 et seq.; Affirmative Action for Workers with Disabilities; Affirmative Action Compliance; Prohibition of Segregated Facilities; Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era; Utilization of Small Business Concerns; Equal Opportunity; Affirmative Action Programs; Small, Small Disadvantaged and Women -Owned Small Business Subcontracting Plan and any applicable sections contained in 41 C.F.R. Chapter 60. The terms and conditions thereof shall be controlling over any conflicting terms and conditions set forth in this Contract or any written Amendment hereto. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this RPMA in two (2) duplicate original copies. Southern California Gas Company City Of Vernon (Customer) Signature Signature By Mr. Rodger R Schwecke By Mr. Donal O'Callaghan Title Director - Energy Markets Title Director of Light & Power ATTEST: MANUELA CIRON,.City Clerk APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney Form 6597-18 (01/2007) 5 MSC # 220772 Contract # 241256 MASTER SERVICES CONTRACT SCHEDULE K POOLING SERVICE AGREEMENT Pool ID No. 250602 Account Number 095-680-6306 This Pooling Service Agreement ("Agreement") is entered into as of the 1st day of December. 2009, by and between Southern California. Gas Company ("Utility") and City of Vernon ("Customer"), and is an independent Agreement incorporating by reference all of the terms and conditions of that certain Master Services Contract ("MSC") executed by the Parties. NOW THEREFORE, in consideration of the promises and mutual undertakings set forth below, the parties agree as follows: Section 1 —Services This Agreement sets forth the terms and conditions under which Utility will provide end -use customers, customer agents, contracted marketers, core aggregators, SoCalGas Gas Acquisition, and any other legal entity seeking to conduct business on the SoCalGas system pooling service on the SoCalGas system. Section 2 — Effective Date/Term (A) Effective Date - This Agreement shall be effective at 6:00 a.m. on the 1" day of December. 2009 and shall continue month to month thereafter until terminated by either party on 30 days prior written notice. (B) Early Termination - This Agreement may be terminated by Utility immediately under the following circumstances: (1) In the event of a failure by Customer to pay on a timely basis all sums billed by Utility, as provided in Section 6 of this Agreement. (2) In the event that Customer fails to establish Customer's continued creditworthiness in accordance with SoCalGas' applicable credit rules. Section 3 - Rates This Agreement shall be subject to Utility's Tariff Rate Schedule G-POOL and other applicable Tariff Schedules, as in effect from time to time, including without limitation Utility's Tariff Schedule G-RPA. Section 4 — Operations All nominations, confirmations, and other operating procedures for transportation services shall be subject to Utility's Tariff Rate Schedule G-POOL and Tariff Rules, as in effect from time to time. Section 5 — Notices All notices and requests under this Agreement shall be deemed to have been duly given if sent by first-class postage prepaid U. S. mail, by courier service, or if sent on a business day by facsimile (fax) properly addressed, and with confirming original copy thereof being sent (the same business day) by first-class postage prepaid mail, properly addressed, as follows: Form No. 6597-13 (09/2009) Page 1 CUSTOMER: City of Vernon Light & Power Department 4305 Santa Fe Avenue Vernon CA 90058 Attn: Donal O'Callaghan Section 6 — Billing and Payment UTILITY: Southern California Gas Company 555 W. 5`h Street Los Angeles, CA 90013 Attn: Capacity Products, M.L. 22E1 (A) Billing/Payment - During the term hereof, all charges billed by Utility to Customer for pooling service charges and/or any other applicable charges shall be billed by Utility and paid by Customer in accordance with the MSC and Rule No. 9. If full payment has not been so received, Utility may terminate this Agreement as provided in Section 2 and Section 8 of this Agreement. (B) Disputes - In the event of a billing dispute, the Customer may use the dispute resolution provision available and deposit the amount of the bill with the Public Utilities Commission in accordance with Rule No. 11. Section 7 — Establishment of Credit Credit requirements to participate in pooling services are described in Tariff Rate Schedule G-POOL and SoCalGas' applicable credit rules. Section 8 — Termination Service may be terminated as provided in Tariff Rate Schedule G-POOL and Rule No. 9. Section 9 — Regulatory Tariff Schedules - This Agreement shall be subject to Utility's Tariff Rate Schedule G-POOL and other applicable Tariff Schedules and Rules as in effect from time to time, including without limitation Tariff Rule No. 1, No. 4 and No. 30. Section 10 — Miscellaneous Legal Provisions All of the terms and conditions of the MSC are incorporated herein by reference. IN WITNESS WHEREOF, the authorized representatives of the parties have executed two (2) duplicate original copies hereof as of the date written above. "UTILITY" Southern California Gas Company Signature: By: Mr. Rodger R Schwecke Title: Director — Energy Markets "CUSTOMER" City of Vernon Signature: By: Mr. Donal O'Callaghan Title: Director of Light & Power ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney Form No. 6597-13 (09/2009) Page 2 ELECTRONIC BULLETIN BOARD AGREEMENT This Agreement is entered into this 1 st day of December, 2009 ("Effective Date"), by and between Southern California Gas Company, at 555 West Fifth Street, Los Angeles CA 90013-1040 ("Utility") and City of Vernon at 4305 Santa Fe Avenue, Vernon CA 90058 ("Customer"). NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein, the parties agree as follows: Section 1 - Scope This Agreement, and its related Exhibits, sets forth the terms and conditions under which Utility will make available on-line gas services and information on a non-exclusive basis under its proprietary Electronic Bulletin Board "EBB" system. In acting hereunder each party shall be an independent contractor. During the term hereof, Utility reserves the right to alter EBB access, including without limitation applying additional restrictions on access and use, as well as to replace, modify or eliminate any software and/or documentation or other materials provided to Customer in connection with EBB usage (collectively, "Licensed Materials"). Nothing in this Agreement shall be considered to have transferred ,any ownership, title or other interest in the EBB system or any Licensed Materials, or materials derived from or based thereon, and SoCalGas shall remain the sole owner thereof. The services offered by Utility in connection with EBB will be as specified in this Agreement, on EBB, or in Utility's Tariff Rate Schedules and Tariff Rules, including Rule No. 33, (collectively, "Tariff Rules"), as each may be in effect from time to time. In the event of any conflict, the materials posted on the EBB shall take precedence over this Agreement, and the Tariff Rules shall take precedence over the EBB posted materials. Section 2 - Term This Agreement shall become effective on the Effective Date, and continue to the first day of the next following calendar month, and thereafter from calendar month to calendar month 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; however, Utility may terminate this Agreement at any time as provided in the Tariff Rules. Termination shall eliminate any right of use to EBB or the Licensed Materials by Customer. No termination shall, however, relieve either party from discharging obligations arising prior to termination, including without limitation obligations to pay monies due or to adjust prior billings and/or payments to reflect actual transactions. Section 3 - 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 RELATED SERVICE BY UTILITY. SPECIFICALLY, UTILITY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF EBB OR THE LICENSED MATERIALS BY CUSTOMER. (b) Responsibility - Customer shall be solely responsible for the selection of services it utilizes, and the transactions and products it selects. Utility 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) Indemnity - Customer shall indemnify and hold harmless Utility from and against any actions, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees, costs and disbursements) 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 Form 6800, 01/2007, Form 6800A 2009 1 attorneys' fees, costs and disbursements) related to Utility's ownership of EBB and the Licensed Materials, and Utility's right to enter into this Agreement. Section 4 - Notices For purposes of notice, all notices and transmittals shall be sent by prepaid U.S. certified mail or courier service to the addresses and contacts listed above, which may be changed at any time on seven (7) days prior written notice. Section 4 - Miscellaneous (a) 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. (b) Entire Agreement - This Agreement sets forth the entire understanding of the parties on the subject matter 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. To be effective, any waiver of the terms hereof must be in writing. (c) Choice of Law - This Agreement shall be interpreted under the laws of the state of California, without reference to its principles on conflicts of laws. (d) Special Conditions - The following special conditions shall apply to this Agreement: IN WITNESS WHEREOF the authorized representatives of Utility and Customer have executed two (2) duplicate original copies as of the Effective Date. CUSTOMER City of Vernon By: Name: Donal O'Callaghan Title: Director of Light & Power ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney UTILITY SOUTHERN CALIFORNIA GAS COMPANY By: Name: Rodger R. Schwecke Title: Director — Energy Markets Form 6800, 01/2007, Form 6800A 2009 ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT A EBB Lotion. ID Reauest . / �• F6� , � -,. � ax r1 ;� . _ W� t .,�Sr.R''F .+. ��,�ik°�t� e>.. r' t ro t,�i V"1-�, i � u.. a:; � ;! 'S� bra �� Company Name V,6:jeN17rJ Street Address S 5 :5p ► -r A FE ►4V E5 . City ST ZIP Code 11 W NDo LEA Work Phone No. 32,3 — 5$ -- l Fax Phone No. 32,3 — %Zb E-Mail Address n leG'1 !�f N n Customer's Authorized Employee (Full Name) DAB' 8l�MA ►� 0 Service Select Access Privilege's Transactions/Nominations Execute/Update ( \Jv' View Only () No Access ( ) Capacity Trading Execute/Update (Q/ View Only () No Access ( ) Storage Trading Execute/Update View Only () No Access ( ) Imbalance Trading Execute/Update (,,}� View Only( No Access ( ) Meter Usage Not Applicable View Only ( No Access ( ) Storage Administration Not Applicable View Only No Access ( ) EBB Operational Info View Only Access to Informational Postings and Pipeline Operations is included in the Basic EBB Service. Customer agrees that changes or additions to this Logon ID Request form may be made by Customer faxing the Form executed by an authorized representative of Customer to Utility, who may rely on the fax signature as if it were an original. Such authorized representative shall be the person(s) executing the applicable contract for the particular service or, if Customer wishes to enable other representatives to execute subsequent Forms on behalf of Customer, Customer shall provide a Delegation of Authority in the form of Exhibit B to the Electronic Bulletin Board Agreement (Form 6800-B). Customer is solely responsible for keeping its logon and'password information confidential. Acts made by any person logging on to www.SoCaIGasEnvoy.com as a nominating or trading agent authorized hereunder shall be binding on Customer and may be relied upon by Utility for all purposes during the period such authorization remains in effect, and Customer shall remain responsible for payment for all services contracted for under all applicable contracts, and for compliance with all terms, conditions and obligations thereof, applicable rate schedules, and Utility's Rules. All terms and conditions referenced on www.SoCalGasEnvoy.com, whether posted thereon or referenced by web link, shall apply hereunder. Termination of any logon ID may be e=mailed to Utility at: envoya-semr)rautilities.com This Logon ID Request Form is subject to Utility's Tariff Rule No. 33 and is executed by Customer pursuant to Rule No. 33. CUSTOMER Signature: Date: Name: QJNAL b16AL4-A6R(4eJ Title: DIA 1-1 b jtT d-- h�wf.. ?_ (Please print or type) 'D This form must be signed by an officer or principal of the company or the person authorized in Form 6800-B (Delegation of Authority to Execute Logon Id Request Form). Form 6800, 01/2007, Form 6800A 2009 3 y r,,e P,4P0 ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT A EBB Locion ID Re uest Zvi a. i >s 6 F tp xa p e C• }�} L� � - ,�Sn S}`i � )y. Y lz h �S•SK 'f.�'4�j 3+C S4'(,q� _' �rf �C� ,j�.I - i����',y� � �'�16}y� fi l G�' f .,.tl.'S}} a'Y C.. :Y�33:� ."Rel , ,: ' aFC 'al 'Af Company Name C I Ty dF vfrooN Street Address City ST ZIP Code V rJOx.) 6-A 1q0Z.>S_q Work Phone No. 32 _ $3Sill Fax Phone No. 2r6 — 143t E-Mail Address Gf SerrAr11> L'1, UF�i�� U $ Customer's Authorized Employee (Full Name) A 7'l+O� i 5 � A t'U Service Select Access Privilege's Transactions/Nominations Execute/Update ( ) View Only( No Access (vr Capacity Trading Execute/Update ( ) View Only( No Access (vr Storage Trading Execute/Update ( ) View Only( No Access Imbalance Trading Execute/Update ( ) View Only( No Access (� Meter Usage Not Applicable View Only (%.K No Access( ) Storage Administration Not Applicable View Only( ) No Access ( EBB Operational Info View Only Access to Informational Postings and Pipeline Operations is included in the Basic EBB Service. Customer agrees that changes or additions to this Logon ID Request form may be made by Customer faxing the Form executed by an authorized representative of Customer to Utility, who may rely on the fax signature as if it were an original. Such authorized representative shall be the person(s) executing the. applicable contract for the particular service or, if Customer wishes to enable other representatives to execute subsequent Forms on behalf of Customer, Customer shall provide a Delegation of Authority in the form of Exhibit B to the Electronic Bulletin Board Agreement (Form 6800-B). Customer is solely responsible for keeping its logon and password information confidential. Acts made by any person logging.on to www.SoCalGasEnvoy.com as a nominating or trading agent authorized hereunder shall be binding on Customer and may be relied upon by Utility for all purposes during the period such authorization remains in effect, and Customer shall remain responsible for payment for all services contracted for under all applicable contracts, and for compliance with all terms, conditions and obligations thereof, applicable rate schedules, and Utility's Rules. All terms and conditions referenced on www.SoCalGasEnvoy.com, whether posted thereon or referenced by web link, shall apply hereunder. Termination of any logon ID may be e-mailed to Utility at: envoyOsemr)rautilities.com This Logon ID Request Form is subject to Utility's Tariff Rule No. 33 and is executed by Customer pursuant to Rule No. 33. CUSTOMER Signature: Date: Name: DaNPL- v'4ai_rrebuAa Title: I)itz yit k--r 4 I'ow62P__ (Please print or type) This form must be signed by an officer or afincioal of the company or the person authorized in Form 6800-B (Delegation of Authority to Execute Logon Id Request Form). Form 6800, 01 /2007, Form 6800A 2009 4 ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT A EBB Locion ID Re uest u 1 fit` `nfor'j�� z rY b Company Name b DtJ Street Address City ST ZIP Code V 4eJ04,P 46!2572 Work Phone No, 32 , _ $ l Fax Phone No. 3Z3 — E-Mail Address t_. N E I,Rf7 L:E , V 4We>P, ZA , u Customer's Authorized Employee (Full Name) { L-t ,z N Fbf?�'TY Service Select Access Privilege's Transactions/Nominations Execute/Update ( ) View Only( ) No Access (t,r Capacity Trading E)<ecute/Update ( ) View Only( ) No Access ( Storage Trading Execute/Update ( ) View Only( ) No Access (ram Imbalance Trading Execute/Update ( ) View Only( ) No Access (LY Meter Usage Not Applicable View Only (i.)' No Access( ) Storage Administration Not Applicable `►'Q>�yP' No Access (y,)-** EBB Operational Info View Only Access to Informational Postings and Pipeline Operations is included in the Basic EBB Service. Customer agrees that changes or additions to this Logon ID Request form may be made by Customer faxing the Form executed by an authorized representative of Customer to Utility, who may rely on the fax signature as if it were an original. Such authorized representative shall be the person(s) executing the applicable contract for the particular service or, if Customer wishes to enable other representatives to execute subsequent Forms on behalf of Customer, Customer shall provide a Delegation of Authority in the form of Exhibit B to the Electronic Bulletin Board Agreement (Form 6800-B). Customer is solely responsible for keeping its logon and password information confidential. Acts made by any person logging on to www.SoCalGasEnvoy.com as a nominating or trading agent authorized hereunder shall be binding on Customer and may be relied upon by Utility for all purposes during the period such authorization remains in effect, and Customer shall remain responsible for payment for all services contracted for under all applicable contracts, and for compliance with all terms, conditions and obligations thereof, applicable rate schedules, and Utility's Rules. All terms and conditions referenced on www.SoCalGasEnvoy.com, whether posted thereon or referenced by web link, shall apply hereunder. Termination of any logon ID may be e-mailed to Utility at: envovt5-semprautilities.com This Logon ID Request Form is subject to Utility's Tariff Rule No. 33 and is executed by Customer pursuant to Rule No. 33. CUSTOMER Signature: Date: Name: ' DDNAL Title: Oil. OF L.-IbI r d- I �ti2 (Please print or type) Q� This form must be signed by an officer or principal of the company or the person authorized in Form 6800B (Delegation of Authority to Execute Logon Id Request Form). Form 6800, 01/2007, Form 6800A 2009 3 Paul D. Borkovich Electric Generation & Wholesale Market Segment Manager rdSouthern i J t�+ California Gas Company® CLERKS OFFICE A Sempra Energy®utinty Vay Southern California Gas Company December 22, 2009 sss W H•ifth street, GT_22A1 Nelly Giron _ Los Angeles, CA Office of the City Clerk 90013-I040 City of Vernon coffee (213) z to 3691 4305 Santa Fe Avenue Fax (213) 244-8222 Vernon CA 90058 cell (213) 453-8182 Email: Re: Receipt Point Master Agreement (Schedule M), Pooling Service Agreement pbor•kovich n semprairtllilles.com (Schedule K), and Electronic Bulletin Board Agreement. Dear Nelly: Enclosed are three (3) fully executed agreements that are each listed above. Please contact me at (213) 244-3691 if you have any questions. Sincerely, Paul D. Borkovich Southern California Gas Company ELECTRONIC BULLETIN BOARD AGREEMENT This Agreement is entered into this 1 st day of December, 2009 ("Effective Date"), by and between Southern California Gas Company, at 555 West Fifth Street, Los Angeles CA 90013-1040 ("Utility") and City of Vernon at 4305 Santa Fe Avenue, Vernon CA 90058 ("Customer"). NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein, the parties agree as follows: Section 1 - Scope This Agreement, and its related Exhibits, sets forth the terms and conditions under which Utility will make available on-line gas services and information on a non-exclusive basis under its proprietary Electronic Bulletin Board "EBB" system. In acting hereunder each party shall be an independent contractor. During the term hereof, Utility reserves the right to alter EBB access, including without limitation applying additional restrictions on access and use, as well as to replace, modify or eliminate any software and/or documentation or other materials provided to Customer in connection. with EBB usage (collectively, "Licensed Materials"). Nothing in this Agreement shall be considered to have transferred any ownership, title or other interest in the EBB system or any Licensed Materials, or materials derived from or based thereon, and SoCalGas shall remain the sole owner thereof. The services offered by Utility in connection with EBB will be as specified in this Agreement, on EBB, or in Utility's Tariff Rate Schedules and Tariff Rules, including Rule No. 33, (collectively, "Tariff Rules"), as each may be in effect from time to time. In the event of any conflict, the materials posted on the EBB shall take precedence over this Agreement, and the Tariff Rules shall take precedence over the EBB posted materials. Section 2 - Term This Agreement shall become effective on the Effective Date, and continue to the first day of the next following calendar month, and thereafter from calendar month to calendar month 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; however, Utility may terminate this Agreement at any time as provided in the Tariff Rules. Termination shall eliminate any right of use to EBB or the Licensed Materials by Customer. No termination shall, however, relieve either party from discharging obligations arising prior to termination, including without limitation obligations to pay monies due or to adjust prior billings and/or payments to reflect actual transactions. Section 3 - 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 forth herein; EXCEPT AS SET FORTH IMMEDIATELY ABOVE, UTILITY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING EBB OR ANY RELATED SERVICE BY UTILITY. SPECIFICALLY, UTILITY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF EBB OR THE LICENSED MATERIALS BY CUSTOMER. (b) Responsibility - Customer shall be solely responsible for the selection of services it utilizes, and the transactions and products it selects. Utility 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) Indemnity -Customer shall indemnify and hold harmless Utility from and against any actions, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees, costs and disbursements) 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 Form 6800, 01 /2007, Form 6800A 2009 1 attorneys' fees, costs and disbursements) related to Utility's ownership of EBB and the Licensed Materials, and Utility's right to enter into this Agreement. Section 4 - Notices For purposes of notice, all notices and transmittals shall be sent by prepaid U.S. certified mail or courier service to the addresses and contacts listed above, which may be changed at any time on seven (7) days prior written notice. Section 4 - Miscellaneous (a) 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. (b) Entire Agreement - This Agreement sets forth the entire understanding of the parties on the subject matter 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. To be effective, any waiver of the terms hereof must be in writing. (c) Choice of Law - This Agreement shall be interpreted under the laws of the state of California, without reference to its principles on conflicts of laws. (d) Special Conditions - The following special conditions shall apply to this Agreement: IN WITNESS WHEREOF the authorized representatives of Utility and Customer have executed two (2) duplicate original copies as of the Effective Date. CUSTOMER City of Vernon Name: Donal O'Callaghan Title: Director of Light & Power ATTEST: MA UELA GIRON, y /ClLrk l APTVED �S TO FORM: - .. A. // / LAMENCE S. WIENER, City Attorney UTILITY SO=CIFGAS COMPANY B : y Name: Rodger R. Schwecke Title: Director - Energy Markets Form 6800, 01/2007, Form 6800A 2009 2 MbMAP TJ ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT A Service Select Access Privilege's Transactions/Nominations Execute/Update (\.Y' View Only ( ) No Access ( ) Capacity Trading Execute/Update ( View Only( No Access ( ) Storage Trading Execute/Update (Q," View Only( No Access ( ) Imbalance Trading Execute/Update (vJ View Only'() No Access ( ) Meter Usage Not Applicable View Only No Access ( ) Storage Administration Not Applicable View Only No Access ( ) EBB Operational Info View Only Access to Informational Postings and Pipeline Operations is included in the Basic EBB Service. Customer agrees that changes or additions to this Logon ID Request form may be made by Customer faxing the Form executed by an authorized representative of Customer to Utility, who may rely on the fax signature as if it were an original. Such authorized representative shall be the person(s) executing the applicable contract for the particular service or, if Customer wishes to enable other representatives to execute subsequent Forms on behalf of Customer, Customer shall provide a Delegation of Authority in the form of Exhibit B to the Electronic Bulletin Board Agreement (Form 6800-B). Customer is solely responsible for keeping its logon and password information confidential. Acts made by any person logging on to www.SoCalGasEnvoy.com as a nominating or trading agent authorized hereunder shall be binding on Customer and may be relied upon by Utility for all purposes during the period such authorization remains in effect, and Customer shall remain responsible for payment for all services contracted for under all applicable contracts, and for compliance with all terms, conditions and obligations thereof, applicable rate schedules, and Utility's Rules. All terms and conditions referenced on www.SoCalGasEnvoy.com, whether posted thereon or referenced by web link, shall apply hereunder. Termination of any Iogon ID may be e-mailed to Utility at: envoy(a-semprautilities.com This Logon ID Request Form is subject to Utility's Tariff Rule No. 33 and is executed by Customer pursuant to Rule No. 33. CUSTOMER Signat Name: (Please print or type) lb Date: Title: ©1 I b j- Pl w,L- E This form must be signed by an officer or principal of the company or the person authorized in Form 6800-B (Delegation of Authority to Execute Logon Id Request Form). Form 6800, 01/2007, Form 6800A 2009 3 SP,4PC;, ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT A City ST ZIP Code V n�a� L ©CjSb Work Phone No. 3Z3 5$3 - gill Fax Phone No. 32,3 - $2-6 14 31 E-Mail Address Customer's Authorized Employee (Full Name) Y 5 AEg A t->0 Service Transactions/Nominations Capacity Trading Storage Trading Imbalance Trading Meter Usage Storage Administration EBB Operational Info Execute/Update ( ) Execute/Update ( ) Execute/Update ( ) Execute/Update ( ) Not Applicable Not Applicable Select Access Privilege's View Only( ) View Only( View Only( ) View Only( ) View Only (%,K View Only ( ) No Access (r4 No Access (yY' No Access No Access No Access ( ) No Access View Only Access to Informational Postings and Pipeline Operations is included in the Basic EBB Service. Customer agrees that changes or additions to this Logon ID Request form may be made by Customer faxing the Form executed by an authorized representative of Customer to Utility, who may rely on the fax signature as if it were an original. Such authorized representative shall be the person(s) executing the applicable contract for the particular service or, if Customer wishes to enable other representatives to execute subsequent Forms on behalf of Customer, Customer shall provide a Delegation of Authority in the form of Exhibit B to the Electronic Bulletin Board Agreement (Form 6800-B). Customer is solely responsible for keeping its logon and password information confidential. Acts made by any person logging on to www.SoCalGasEnvoy.com as a nominating or trading agent authorized hereunder shall be binding on Customer and may be relied upon by Utility for all purposes during the period such authorization remains in effect, and Customer shall remain responsible for payment for all services contracted for under all applicable contracts, and for compliance with all terms, conditions and obligations thereof, applicable rate schedules, and Utility's Rules. All terms and conditions referenced on www.SoCalGasEnvoy.com, whether posted thereon or referenced by web link, shall apply hereunder. Termination of any logon ID may be e-mailed to Utility at: envoy(Q)semprautilities.com This Logon ID Request Form is subject to Utility's Tariff Rule No. 33 and is executed by Customer pursuant to Rule No. 33. CUSTOMER Signature: _ Date: Name: pots P i._ Title: b Li b4T 4- Paiv (Please print or type) �0-, This form must be signed by an officer or'pfincipal of the company or the person authorized in Form 6800 B (Delegation of Authority to Execute Logon Id Request Form). Form 6800, 01/2007, Form 6800A 2009 4 m6 ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT A Service Select Access Privilege's Transactions/Nominations Execute/Update ( ) View Only( No Access (%,r Capacity Trading Execute/Update ( ) View Only( No Access (L< Storage Trading Execute/Update ( ) View Only( No Access (t./ Imbalance Trading Execute/Update ( ) View Only( No Access (yam Meter Usage Not Applicable View Only (ice No Access( ) Storage Administration Not Applicable t; r t�, C'DO;- No Access EBB Operational Info View Only Access to Informational Postings and Pipeline Operations is included in the Basic EBB Service. Customer agrees that changes or additions to this Logon ID Request form may be made by Customer faxing the Form executed by an authorized representative of Customer to Utility, who may rely on the fax signature as if it were an original. Such authorized representative shall be the person(s) executing the applicable contract for the particular service or, if Customer wishes to enable other representatives to execute subsequent Forms on behalf of Customer, Customer shall provide a Delegation of Authority in the form of Exhibit B to the Electronic Bulletin Board Agreement (Form 6800-B). Customer is solely responsible for keeping its logon and password information confidential. Acts made by any person logging on to www.SoCalGasEnvoy.com as a nominating or trading agent authorized hereunder shall be binding on Customer and may be relied upon by Utility for all purposes during the period such authorization remains in effect, and Customer shall remain responsible for payment for all services contracted for under all applicable contracts, and for compliance with all terms, conditions and obligations thereof, applicable rate schedules, and Utility's Rules. All terms and conditions referenced on www.SoCalGasEnvoy.com, whether posted thereon or referenced by web link, shall apply hereunder. Termination of any logon ID may be e-mailed to Utility at: envoya-semprautilities.com This Logon ID Request Form is subject to Utility's Tariff Rule No. 33 and is executed by Customer pursuant to Rule No. 33. CUSTOMER -?90Th Date: `V, N Title: ��>? DF L�1�!! d- APw t This form must be signed by an officer or principal of the company or the person authorized in Form 6800-B (Delegation of Authority to Execute Logon Id Request Form). Form 6800, 01/2007, Form 6800A 2009 3 ELECTRONIC BULLETIN BOARD AGREEMENT EXHIBIT B Delegation of Authority To Execute Loqon ID Reauest Form Char n tienait of Lustomer Customer hereby delegates to and authorizes the individual(s) ("Representative") named below to execute and deliver to Utility EBB Logon ID Request Form 6800-A on behalf of Customer, and agrees to be bound by any such action, including without limitation by Representative adding to or changing the service applications which Customer may enter into electronically and/or adding to or changing the individuals authorized to use Utility's EBB on Customer's behalf: Name of Authorized Employee for Customer: DooA L b'1-Ai-"b14A0 Title: DIP- OF 1-112)+T Name of Authorized Employee for Customer: Title: ULiuiy IIIay IUly un tniS ueieyatiUn or Hutnomy untii utility receives notice of its termination in the manner provided in Rule No. 33. The individual(s) signing this Delegation on behalf of Customer represent and warrant to Utility that they are authorized to execute and deliver it on behalf of Customer. This Form is subject to Rule No. 33, as in effect from time to time. CUSTOMER Title: Director of Light & Power Form 6800, 01/2007; Form 6800A 2009 5 MASTER SERVICES CONTRACT SCHEDULE K POOLING SERVICE AGREEMENT Pool ID No. 250602 Account Number 096-680-6306 This Pooling Service Agreement ("Agreement") is entered into as of the 1st day of December, 2009, by and between Southern California Gas Company ("Utility") and City of Vernon ("Customer"), and is an independent Agreement incorporating by reference all of the terms and conditions of that certain Master Services Contract ("MSC") executed by the Parties. NOW THEREFORE, in consideration of the promises and mutual undertakings set forth below, the parties agree as follows: Section 1 — Services This Agreement sets forth the terms and conditions under which Utility will provide end -use customers, customer agents, contracted marketers, core aggregators, SoCalGas Gas Acquisition, and any other legal entity seeking to conduct business on the SoCalGas system pooling service on the SoCalGas system. Section 2 — Effective Date/Term (A) Effective Date -This Agreement shall be effective at 6:00 a.m. on the 1st day of December, 2009 and shall continue month to month thereafter until terminated by either party on 30 days prior written notice. (B) Early Termination - Th.is Agreement may be terminated by Utility immediately under the following circumstances: (1) In the event of a failure by Customer to pay on a timely basis all sums billed by Utility, as provided in Section 6 of this Agreement. (2) In the event that Customer fails to establish Customer's continued creditworthiness in accordance with SoCalGas' applicable credit rules. Section 3 - Rates This Agreement shall be subject to Utility's Tariff Rate Schedule G-POOL and other applicable Tariff Schedules, as in effect from time to time, including without limitation Utility's Tariff Schedule G-RPA. Section 4 — Operations All nominations, confirmations, and other operating procedures for transportation services shall be subject to Utility's Tariff Rate Schedule G-POOL and Tariff Rules, as in effect from time to time. Section 5 — Notices All notices and requests under this Agreement shall be deemed to have been duly given if sent by first-class postage prepaid U. S. mail, by courier service, or if sent on a business day by facsimile (fax) properly addressed, and with confirming original copy thereof being sent (the same business day) by first-class postage prepaid mail, properly addressed, as follows: Form No. 6597-13 (09/2009) Page 1 CUSTOMER: City of Vernon Light & Power Department 4305 Santa Fe Avenue Vernon CA 90058 Attn: Donal O'Callaghan Section 6 — Billing and Payment UTILITY: Southern California Gas Company 555 W. 5`h Street Los Angeles, CA 90013 Attn: Capacity Products, M.L. 22E1 (A) Billing/Payment - During the term hereof, all charges billed by Utility to Customer for pooling service charges and/or any other applicable charges shall be billed by Utility and paid by Customer in accordance with the MSC and Rule No. 9. If full payment has not been so received, Utility may terminate this Agreement as provided in Section 2 and Section 8 of this Agreement. (B) Disputes - In the event of a billing dispute, the Customer may use the dispute resolution provision available and deposit the amount of the bill with the Public Utilities Commission in accordance with Rule No. 11, Section 7 — Establishment of Credit Credit requirements to participate in pooling services are described in Tariff Rate Schedule G-POOL and SoCalGas' applicable credit rules. Section 8 — Termination Service may be terminated as provided in Tariff Rate Schedule G-POOL and Rule No. 9. Section 9 — Regulatory Tariff Schedules - This Agreement shall be subject to Utility's Tariff Rate Schedule G-POOL and other applicable Tariff Schedules and Rules as in effect from time to time, including without limitation Tariff Rule No. 1, No. 4 and No. 30. Section 10 — Miscellaneous Legal Provisions All of the terms and conditions of the MSC are incorporated herein by reference. IN WITNESS WHEREOF, the authorized representatives of the parties have executed two (2) duplicate original copies hereof as of the date written above. "UTILITY" "CUSTOMER" Southern C ni a o an City of Vernon Signature: Signs are-: - - By: Mr. Rdecer R Schwecke By: Mr. Donal O'Callagha Title: Director — Energy Markets Title: Director of Light & Power A TEST: l MANUELA GIRON, ity Clerk APPRO ED 0 FORM: L RENCE S. WIENER, City Attorney Form No. 6597-13 (09/2009) Page 2 RECEIPT POINT MASTER AGREEMENT SCHEDULE M Account Number: 095-680-6306 This Receipt Point Master Agreement (RPMA) is entered into as of the following date: December 1st. 2009. The parties to this RPMA are the following: Southern California Gas Company and 555 West Fifth Street GT 22A1 Los Angeles CA 90013 Attn: Mr. Paul D Borkovich Phone: (213) 244-3691 Fax: (213) 244-8222 City Of Vernon Light & Power Department 4305 Santa Fe Avenue Vernon CA 90058 Federal Taxpayer ID: 95-6000808 Duns #: 060883022 Master Services Contract #: 220772 Attn. Mr. Donal O'Callaghan Phone: (323) 583-8811 Fax: (323) 826-1425 E-mail: docallaghan@cimernon.ca.us This RPMA incorporates by reference for all purposes all of the terms and conditions for the Master Services Contract dated January 27th. 2005 between Southern California Gas Company ("Utility") and City Of Vernon ("Customer"). The parties hereby agree to the following additional General Terms and Conditions: GENERAL TERMS AND CONDITIONS Section 1. Purpose and Procedures 1.1. These General Terms and Conditions to the RPMA are intended to facilitate the purchase of Receipt Point Access rights and the transportation of natural gas onto the Utility system or Off -System Delivery Services to transport natural gas off the Utility system. "Customer" refers to the party purchasing Receipt Point Access rights to transport gas onto the Utility system or Off -System Delivery Services to transport gas off the Utility system and "Utility" refers to the party selling those rights. 1.2. The parties will use the following Receipt Point Access Contract (RPAC) or Off -System Delivery Contract (OSD) procedure. Should the parties come to an agreement regarding a receipt point access or off -system delivery service transaction for a particular Receipt Period, the Utility shall, and Customer may, record that agreement on an RPAC form or an OSD form and communicate such RPAC or OSD form by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of non -conflicting RPAC or OSD forms or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3. 1.3. If a sending party's RPAC or OSD form is materially different from the receiving party's understanding of the agreement referred to in Section 1.2., such receiving party shall notify the sending party via facsimile by the Confirm Deadline, unless such receiving party has previously sent a RPAC or OSD form to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's RPAC or OSD form. If there are any material differences between timely sent RPAC or OSD forms governing the same transaction, then neither RPAC or OSD form shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the RPAC or OSD forms. The entire agreement between the parties shall be those provisions contained in both the RPMA and any effective RPAC or OSD form. In the event of a conflict among the terms of (i) an RPAC or OSD form, (ii) the RPMA, and (iii) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence. Form 6597-18 (01/2007) 1 MSC # 220772 Contract # 241256 Section 2. Definitions 2.1. "Receipt Point Contract" shall mean the document, substantially in the form of Exhibit A, Schedule L, setting forth the terms of a purchase and sale receipt point,transaction formed pursuant to Section 1 for a particular Receipt Period. 2.2. "Off -System Delivery Service Contract" shall mean the document, substantially in the form of Exhibit B, Schedule N, setting forth the terms of a purchase and sale receipt point transaction formed pursuant to Section 1 for a particular Receipt Period. 2.3. "Receipt Point Master Agreement" shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein. 2.4• "Business Day" shall mean any day except Saturday, Sunday or Federal Reserve Bank holidays. 2.5. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a Confirmation is received; provided, if the RPAC form or OSD form is time stamped after 5.00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day. 2.6. "Confirming Party" shall mean the party that prepares and forwards an RPAC or OSD form to the other party. 2.7. "Contract" shall mean the legally -binding relationship established by: (i) the RPMA (ii) the provisions contained in any effective RPAC or OSD form; (iii) the provisions in any effective amendment to an RPAC or OSD form; and (iv) the Master Services Contract. 2.8. "Contract Price" shall mean the amount expressed in U.S. Dollars per Dth or % of Tariff Rate, as evidenced by the Contract Price on the RPAC or OSD form. 2.9. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as set forth in the RPAC or OSD form. 2.10. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Utility in its Rule No. 1. 2.11. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure. 2.12. "Gas" shall mean any mixture of hydrocarbons and non-combustible gases in a gaseous state consisting primarily of methane. 2.13. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability. 2.14. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. . 2.15. "Receipt Period" shall be the period during which deliveries are to be made to the Receipt Point(s) as set forth in the RPAC or OSD form. 2.16. "Receipt Point" shall mean such point as are mutually agreed upon between Utility and Customer as set forth in the RPAC or OSD form. 2.17. "Scheduled Gas" shall mean the quantity of Gas scheduled for delivery by the upstream interconnect to Utility for movement. 2.18. "Transporter(s)" shall mean all Gas gathering or pipeline companies or entities, or local distribution companies, acting in the capacity of a transporter(s), transporting Gas for Utility or Customer upstream or downstream, respectively, of the Receipt Point pursuant to a particular RPAC or OSD form. Form 6597-18 (01/2007) 2 MSC # 220772 Contract # 241256 Section 3. Performance Obligation 3.1. Utility agrees to sell and Customer agrees to purchase, the Daily Contract Quantity (DCQ) for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as specified in the RPAC or OSD form: 3.2. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS CONTRACT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE.AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. Section 4. Transportation and Nominations 4.1. Customer shall have the sole responsibility for transporting the Gas to the Receipt Point in association with Receipt Point Access rights. 4.2. The parties shall coordinate their nomination activities as provided for in SoCalGas' Rule No. 30 or its legal successor. Each party shall give the other party timely prior notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered each Day. 4.3. Customer shall conform to the operating procedures set forth in all applicable Utility tariffs and rules in effect during the term of this RPMA. Section 5. Quality and Measurement 5.1. All Gas delivered by Customer shall meet the quality and heat content requirements as provided for in SoCalGas' Rule No. 30 or its legal successor. 5.2. The unit of quantity measurement for purposes of this Contract shall be one Dth dry. Section 6. Billing. Payment and Audit 6.1. Utility shall invoice Customer in accordance with the rate selected by Customer in the RPAC or OSD form and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. 6.2. Customer shall remit the amount due in accordance with the provisions set forth in the Master Services Contract between Utility and Customer and Utility's Rule No. 9, Discontinuance of Service. If a Customer disputes a Utility bill, the disputed amount will be deposited with the CPUC pending resolution of the dispute under existing Commission procedures. No termination of participation will occur for this dispute while the Commission is hearing the matter. 6.3. In the event any payments are due Customer hereunder, payment to Customer shall be made in accordance with Section 6.2. above. Section 7. Indemnity 7.1. Customer agrees to indemnify Utility in accordance with the provisions of SoCalGas' Rule No. 30, Section A.2 or its legal successor. 7.2. Notwithstanding the other provisions of this Section 7, as between Utility and Customer, Customer will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Customer to meet the quality requirements of Section 5. Section 8. Notices 8.1. All RPAC or OSD forms, invoices, payments and other communications made pursuant to the RPMA ("Notices") shall be made to the addresses specified in writing by the respective parties from time to time. 8.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered. Form 6597-18 (01/2007) 3 MSC # 220772 Contract # 241256 8.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party's receipt of its facsimile machine's confirmation of successful transmission, if the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered two Business Days after mailing. 8.4. Customer shall provide prior written notice to Utility of those persons authorized by Customer to submit binding open season bids, make nominations on behalf of Customer, and execute secondary market transactions for RPAC or OSD forms. Customer shall notify Utility at the earliest time practicable when such persons are no longer authorized to conduct these transactions on behalf of Customer. Customer shall further notify SoCalGas at the earliest time practicable whenever any person who has been given a secure log -in ID by SoCalGas for purposes of making nominations on behalf of Customer is no longer authorized by Customer to use such secure log -in ID. Section 9. Financial Responsibility 9.1. In order to receive service from Utility, Customer must meet the credit requirements as determined from time to time by the Utility. 9.2. Each party reserves to itself all rights, set -offs, counterclaims, and other defenses which it is or may be entitled to arising from the Contract. Section 10. Force Majeure 10.1. Except with regard to a party's obligation to make payment due under Section 6, neither party shall be liable to the other for failure to perform a Firm or other, obligation hereunder, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein is defined in SoCalGas' Rule No. 1, as further defined in Section 10.2. 10.2. Force Majeure shall include but not be -limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (iv) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction. Utility and Customer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. 10.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship. 10.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the sole discretion of the party experiencing such disturbance. 10.5. The party whose performance is prevented by Force Majeure must provide notice to the other party. Initial notice may be given orally; however, written notification with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notification of Force Majeure to the other party, the affected party will be relieved of its obligation to make or accept delivery of Gas as applicable to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event. Form 6597-18 (01/2007) 4 MSC # 220772 Contract # 241256 Section 11. Term 11.1. This RPMA may be terminated on 30 days' written notice, but shall remain in effect until the expiration of the latest Receipt Period of any RPAC or OSD form. The rights of either party pursuant to Section 6, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the RPMA or any RPAC or OSD. Section 12. Miscellaneous 12.1. If any provision in this RPMA is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this RPMA. 12.2• There is no third party beneficiary to this RPMA. 12.3. Each party hereby confirms that it shall comply with all applicable requirements set forth in the Federal Acquisition Regulations (or successor thereto) in effect on the date of this agreement, including but not limited to the following: 48 C.F.R. Section 52 et seq.; Affirmative Action for Workers with Disabilities; Affirmative Action Compliance; Prohibition of Segregated Facilities; Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era; Utilization of Small Business Concerns; Equal Opportunity; Affirmative Action Programs; Small, Small Disadvantaged and Women -Owned Small Business Subcontracting Plan and any applicable sections contained in 41 C.F.R. Chapter 60. The terms and conditions thereof shall be controlling over any conflicting terms and conditions set forth in this Contract or any written Amendment hereto. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this RPMA in two (2) duplicate origin pies. Southern Cal Signature 06X K& �^ By Mr. Rodg r R Schwecke Title Director - Energy Markets City Of Vernon �Qu�slerl Signature By Mr. Donal O'Callaghan Title Director of Light & Power ATTEST: l AiAR UELA GIRON, C' y Clerk APPRQ�D .�j TO FORM: /' J LAURENCE S. WIENER,"0ity Attorney Form 6597-18 (01/2007) 5 MSC # 220772 Contract # 241256 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 December 8, 2009 Mr. Paul Borkavich Market Segment Manager, Wholesale Markets Southern California Gas Company 555 W. 5th Street, GT22A1 Los Angeles, CA 90013-1040 Re: Receipt Point Master Agreement (Schedule M), Pooling Service Agreement (Schedule K), and Electronic Bulletin Board Agreement Dear Mr. Borkavich: Transmitted herewith are two partially executed agreements of each of the above -listed, approved by City Council on December 7, 2009, through Resolution No. 10,113. Please ensure that a fully executed original of each agreement is returned to the attention of the undersigned. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan, at (323) 583-8811 ext. 834. Very truly yours, Ne ly r n City Clerk NG:dj c: Donal O'Callaghan Purchasing Department Resolution Nos. 10,113 Agreement File No. 09-142 FXclusively Industrial 2-2- RECEIVED APPROVED DECO ; : '09 CITY COUR0," UV 2 5 2009 1p CITY CLERK'S ME STAFF REPORT Light & Power Department DATE: November 18, 2009 TO: Honorable Mayor and City Council FROM: Donal O'Callaghan, City Administrator RE: Enabling Agreements with SoCalGas Staff recommends COV enter into three proposed agreements with Southern California Gas Company (SoCalGas). The first two agreements provide COV more options in taking receipt of gas from gas suppliers into the SoCalGas system. These support future transactions and do not immediately commit COV. The third agreement is for access to SoCalGas electronic bulletin board. Duplicate originals of each are attached. These documents are prepared for signature. DO:db Attachments cc: Nelly Giron, (original) Judy Lehr Document Control ICF,I'�T D NOV 2 3 2009 BY: - _ a' 3� CITY ATTORNEY'S OFFICE MEMORANDUM TO: Donal O'Callaghan, City Administrator FROM: Diana H. Varat, Assistant City Attorney CC: Laurence S. Wiener, City Attorney Gena M. Stinnett, Assistant City Attorney Dan Bergmann, City of Vernon DATE: November 16, 2009 SUBJECT: Agreements with Southern California Gas Company - Approved as to Form The City Attorney's office has reviewed the following agreements between the City of Vernon and the Southern California Gas Company and approved them as to form: Receipt Point Master Agreement, Schedule M; the Pooling Service Agreement, Schedule K; and the Electronic Bulletin Board Agreement. 12720-0007\1187981v1.doe Am INTEROFFICE MEMORANDUM Light & Power Department DATE: November 25, 2009 2� TO: Donal O'Callaghan, Director of Light & Power FROM Dan Bergmann g SUBJECT: SoCalGas Contracts Three agreements are recommended between COV and SoCalGas. The first two agreements provide COV more options in taking receipt of gas from gas suppliers into the SoCalGas system. These support future transactions and do not immediately commit COV. The third agreement is for access to SoCalGas electronic bulletin board. The agreements are: "Receipt Point Master Agreement (RPMA), Schedule M This agreement is the "General Terms and Conditions" to support any future agreement for firm or interruptible receipt point access into the SoCalGas system. Completing this agreement only enables COV to engage in a transaction with SoCalGas. It does not commit COV financially. "Master Services Contract, Schedule K, Pooling Service Agreement" This agreement provides pooling service within SoCalGas associated with the RPMA. As with the RPMA, this agreement only enables COV to transact. It does not commit COV financially. "Electric Bulletin Board Agreement (EBB)" This agreement is for access to SoCalGas' web -based bulletin board system. This Agreement gives COV personnel specified access to COV business with SoCalGas, including electronic access to delivery data into COV's gas system. There are no fees or charges associated with the EBB. These agreements have been approved to form by legal. Attached is the approved -to -form notification. A "Staff Report" has been prepared and duplicate originals of the agreements are attached to it. Per your approval, these agreements will be discussed at the Council Meeting November 30. The intent is to then place them on the agenda for approval for December 7. dlb/dlb Cc: Document Control NOV 25 fir. 10`..ap