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Resolution No. 2010-124RESOLUTION NO. 2010-124 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING A "NATURAL GAS TRANSPORTATION AGREEMENT" FORM REGARDING RATES TO BE CHARGED FOR THE TRANSPORTATION OF NATURAL GAS BY THE CITY WITHIN ITS BOUNDARIES TO LARGER GAS CUSTOMERS AND AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO SUCH AGREEMENTS ON BEHALF OF THE CITY WHEREAS, the City Council of the City of Vernon -(the "City Council") adopted Ordinance No. 1122 on September 5, 2006, providing that rates to be charged for natural gas distributed and supplied by the City within its boundaries shall be set by resolution;.and WHEREAS, from time to time the City Council has by resolution established and amended certain rate schedules, rules for gas service, and form agreements for natural gas users in the City; and WHEREAS, by memorandum dated August 23, 2010, the Interim Director of Light & Power has recommended that the form of the Natural Gas Transportation Agreement be modified to clarify the terms and conditions governing the.provision of natural gas transportation service to larger gas customers using more than 250,000 Therms of natural gas per year, as.more specifically set forth in Rate Schedule No. G-3 (Large Commercial Gas Transportation); and WHEREAS, the City Council of the City of Vernon desires to amend the form of the Natural Gas Transportation Agreement to implement the recommendations of the Interim Director or Director of Light & Power; and WHEREAS, the City Council of the City of Vernon desires to continue in full force and effect all existing executed Natural Gas Transportation Agreements until their current terms have been completed, at which point such existing agreements would be terminated. 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 a new form of the Natural Gas Transportation Agreement (the °Approved Form"), a copy of which is attached hereto and as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby directs City staff to immediately issue written notice terminating each existing executed Natural Gas Transportation Agreement effective on the earliest permissible date under the termination provision of such agreement. SECTION 4: The City Council of the City of Vernon hereby authorizes and empowers the City Administrator, or his designee, to execute Natural Gas Transportation Agreements for, and on behalf of, the City of Vernon with qualified gas customers who desire to take advantage of the terms in the Approved Form, and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto, with the intent that each such Natural Gas Transportation Agreement shall be a binding contract between the City and the customer upon execution by the City Administrator, or his designee, and an authorized representative of the customer. -2- SECTION 5: The City Council of the City of Vernon hereby authorizes and empowers the City Administrator, or his designee, to complete the Approved Form prior to execution by inserting the information specific to each qualified customer who desires to enter into such an agreement with the City, including, without limitation, estimated quantities of natural gas to be delivered or transported. SECTION 6: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are 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 7: 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 20th day of September, 2010. oe HiIario Gonzales Name: Title: Mayor /Qznr Pro-T~ -3- STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-124, 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, September 20, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of September 2010, at Vernon, California. illard G. M guc i, City Clerk (SEAL) CITY OF VERNON NATURAL GAS TRANSPORTATION AGREEMENT This Natural Gas Transportation Agreement ("Agreement") is entered into this first day of 20_, by and between the CITY OF VERNON, a California charter city and California municipal corporation, hereafter referred to as "City," and , a hereafter referred to as "Customer." NOW THEREFORE, in consideration of the mutual undertakings set forth below, the parties agree as follows: SECTION I - GAS TRANSPORTATION SERVICE Customer requests and City agrees to provide gas transportation service in accordance with Schedule G-3 (Large Commercial Gas Transportation), City gas rules and regulations, and applicable City laws. Customer hereby represents it has reviewed and inspected the applicable City rates; rules, regulations, and laws for gas transportation service and agrees to comply therewith. SECTION 2 - TERM This Agreement shall be effective the latter of 1) when City is first able to physically connect to and deliver natural gas service to Customer's facility, or 2) , and may terminate not sooner than midnight on . At the end of the initial term, this Agreement shall continue on a month -to -month basis unless terminated by either party by 30 day written notice given to the other party in accordance with this Agreement. This Agreement shall be subject to prior termination pursuant to (or consistent with) any final order of a federal, state or local government entity having jurisdiction over this arrangement or the parties herein by mutual agreement. Such termination shall not relieve either party of the obligation to discharge any obligations arising hereunder prior to or as a result of termination or to correct any then -existing gas imbalance between deliveries and receipts arising during the term hereof (to the extent not prohibited by such final order). SECTION 3 - RATES Customer requests and City agrees to provide gas service(s) (including variable quantities of gas not specified as an estimate of demand quantities) in accordance with Schedule G-3 (Large Commercial Gas Transportation) ("Rate Schedule"), a current copy of which is attached hereto and incorporated herein as Exhibit B, and City of Vernon Gas Municipal Services Department Rules For Gas Service ("Gas Service Rules"), a current copy of which is attached hereto and Page 1 of 10 City of Vernon Council Resolution , effective incorporated herein as Exhibit C (collectively, "Gas Rates and Rules"). Customer has reviewed and inspected the applicable Gas Rates and Rules for gas service(s) and agrees to comply therewith. This Agreement shall at all times be subject to the Gas Rates and Rules, which may be changed or modified by the City Council of City from time to time in the exercise of its discretion. City shall provide Customer with written notice of any such changes or modifications to such Gas Rates and Rules not less than thirty (30) days prior to the effective date of such changes or modifications. SECTION 4 - SCOPE OF SERVICE City, or an authorized agent of City, shall accept the SoCalGas Citygate gas nominated on behalf of Customer. Customer gas shall be transported by SoCalGas using firm service under City's wholesale transportation agreement with SoCalGas. City shall use its own transmission and/or distribution system to provide delivery to Customer within City limits. The gas delivered to Customer will not necessarily be the gas that the third -party supplier delivered into SoCalGas for delivery to City, but will be equivalent in value on a Btu basis. City shall own and have operating responsibility for the gas line up to Customer's house line tie in. Where an access agreement exists between City and Customer ("Access Agreement"), a copy shall be attached hereto and incorporated herein as Exhibit D. The terms and conditions of the transportation service to be provided by City to Customer shall be as set forth in the applicable Gas Rates and Rules. The terms "SoCalGas" and "SoCalGas Citygate" as used herein shall have the same meanings given those terms in the Gas Service Rules. Customer's estimated monthly and annual expected natural gas consumption, as well as its estimated maximum daily consumption quantity, based on its currently -installed gas -burning equipment are set forth in Exhibit A, attached hereto and incorporated herein by reference. Customer shall revise these quantities whenever it experiences significant changes in its expected gas usage. [Customer shall provide City with written notice of any such changes as soon as practicable. If Customer revises its estimated monthly and annual expected natural gas consumption and maximum daily consumption quantity, a new Exhibit A reflecting such changes shall be attached hereto and incorporated herein.] SECTION 5 - METHOD OF PAYMENT A. Monthly Billing Statement. On or before the twentieth (20th) day of each month, City shall send Customer an invoice for the net charges payable hereunder for the preceding month. Such charges shall be based upon this Agreement and the Rate Schedule. All net charges for gas delivered to Customer shall be billed to Customer at the billing address designated hereunder. Page 2 of 10 City of Vernon Council Resolution I effective B. Payment. Customer payments must be received no later than twenty (20) days after receipt by Customer of the invoice. Failure to timely pay may result in immediate termination of gas service to Customer, without regard to Section 2 of this Agreement. Customer may, at City's sole and absolute discretion, be charged a late charge on any delinquent or unpaid balance, according to the then prevailing City rules, regulations, and laws. C. Adjustments. All gas quantities transported and/or delivered to City under this Agreement shall be billed based on the best information available to City at the time of billing, but shall be subject to adjustment based on actual usage. SECTION 6 - RELATED OBLIGATIONS A. Title/Indemnity. Customer warrants title to all gas delivered to City on behalf of Customer. Customer shall indemnify and hold harmless City, its agents and employees, and SoCalGas from and against any and all claims, actions, liabilities, taxes, royalties, liens, charges, damages or costs, including reasonable attorneys' fees, arising from or related to gas delivered or failed to be delivered to the allocation points which have been nominated and confirmed with City and SoCalGas hereunder. B.. Replacement of Gas. City shall have no obligation to notify Customer or to replace or substitute for Customer any quantities of gas not delivered to SoCalGas or accepted by SoCalGas in connection with this Agreement. C. Assignment of Rights and Obligations. The rights and obligations under this Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. D. . Customer Responsibility. City shall bill and Customer shall pay any costs, including reasonable attorneys' fees, incurred by City because of any failure by third parties acting as agents for Customer to perform their obligations related to this Agreement. City shall bill and Customer shall pay any and all taxes or other related or, similar charges or fees incurred by City or SoCalGas under an interstate or intrastate supplier contract as a result of this Agreement, and accommodating transportation service shall be paid by the Customer. Under no circumstances shall City be liable to any third -party producer, marketer, broker, or other supplier of gas under this Agreement for any portion of the purchase price for the Customer's natural gas supplies, including but not limited to the gas commodity, transportation, tariffs, taxes, fees, and surcharges. E. Regulatory. This Agreement, including but not limited to the Gas Rates and Rules, are subject to revision and modification as a result of legislative or regulatory action, including CPUC and/or Federal Energy Regulatory Commission proceedings and orders. F. Consequential Damages. Neither party shall be assessed any special, punitive, consequential, incidental, or indirect -damages, whether in contract or tort, for any actions or Page 3 of 10 City of Vernon Council Resolution , effective inactions related to this Agreement or the delivery or non -delivery of gas, curtailment or transportation thereof. Any liability created under subsections A or D of this Section 6 shall be considered direct damages and not subject to this preclusion. G. Equipment Removal. Upon termination of this Agreement, and if specifically requested by Customer, City shall, at its expense, remove the gas meter and,regulator set and cap the gas service line at the property line. H. Vernon City Council. This Agreement shall at all times be subject to the laws (including, without limitation, the City of Vernon Municipal Code, ordinances and resolutions), rules and regulations of City, which may be changed or modified by the City Council of City from time to time in the exercise of its governmental authority. Nothing in this Agreement is intended to waive the City's authority to take any action in its governmental capacity. SECTION 7 - NOTICES, BILLING, CUSTOMER CONTACT Any notices, approvals, requests, demands, consents, statements or other communications between the parties shall be in writing, and unless another form of delivery is expressly permitted under this Agreement, shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth below or at such other address.as may be furnished by either party to the other in writing. Mailed notices shall be deemed communicated as of the day of receipt. Notices, correspondences, and statements: Customer: Phone Fax Operations and Nominations Contact Customer: Phone Email: City: Attn: Gas System Manager City of Vernon 4305 Santa Fe Avenue City of Vernon, CA 90058 Phone (323) 583-8811 Fax (323) 587-7596 City: (Same as above) Page 4 of 10. City of Vernon Council Resolution , effective Billing: Customer: SECTION 8 - GOVERNING LAW This Agreement shall be governed and construed in accordance with the domestic laws of the State of California, without regard to its laws regarding choice of applicable law. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over City. SECTION 9 - CAPTIONS AND ORGANIZATION The various headings and numbers herein and the groupings of the provisions of this Agreement are for the purpose of convenience only and shall not be considered a part hereof, and shall have no effect on the construction or interpretation of any part of this Agreement. SECTION 10 - ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, in conjunction with the Gas Rates and Rules, set forth the entire understanding of the parties and supersedes any prior understandings or discussions (whether written or oral) and incorporates herein by reference all City of Vernon Municipal Codes, ordinances and resolutions existing or as amended from time to time. In the event of a conflict between this Agreement and the Gas Rates and Rules, the language of this Agreement shall prevail. This Agreement shall only be amended by an instrument in writing properly executed by both parties or as superseded by changes in the City of Vernon Municipal Code, resolutions, ordinances, or other applicable rules and regulations. SECTION 11— WAIVER The waiver by either party of a breach of default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Page 5 of 10. City of Vernon Council Resolution , effective SECTION 12 — PARTIAL INVALIDITY Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired, or invalidated. SECTION 13 - AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Customer warrants and represents that he or she has the authority to execute. this Agreement on behalf of Customer and has the authority to bind Customer to the performance of its obligations under this Agreement. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this agreement in duplicate originals. CUSTOMER: Name: Title: CITY OF VERNON: ATTEST: By: _ Name: Title: Page 6 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT Location name Location address Contact person Natural gas supplier Estimated Monthly Quantities (Therms): EXHIBIT A Page 7 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT B Schedule G-3 Page 8 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT C RULES FOR GAS SERVICE IPage 9of10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT D Access Agreement (attach if required) Page 10 of 10 City of Vernon Council Resolution , effective CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: September 21, 2010 TO: Carlos Fandino, Director of Light & Power FROM: Willard Yamaguchi, City Clerk RE: Resolution No. 2010-124 - A Resolution of the City Council of the City of Vernon Approving a "Natural Gas Transportation Agreement" Form Regarding Rates to be Charged for the Transportation of Natural Gas by the City Within Its Boundaries to Larger Gas Customers and Authorizing the City Administrator to Enter Into Such Agreements on Behalf of the City Transmitted herewith is a copy of Resolution No. 2010-124, referenced above, which was approved by City Council on September 20, 2010. Thank you. NG:dj c: Resolution No. 2010-124 RE CEIVED SEP 1 5 2010 CITY CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: August 23, 2010 TO: Honorable Mayor and City Council FROM: Carlos Fandino, Interim Director of Light & Power'' RE: Recommendation to Revise Natural Gas Transportation Agreement This is a recommendation to revise the "Natural Gas Transportation Agreement" required for COV's larger gas customers, specifically those using more than 250,000 Therms per year. The general purpose of this agreement is to provide formalized terms and conditions for customers moving large volumes of natural gas. The agreement compliments Rate Schedule G-3, "Large Commercial Gas Transportation." The changes included in the revised form agreement are the result of the City Attorney reviewing and improving the language in the agreement. There are no substantive changes to the business terms of the agreement. Staff requests City Council to approve this proposed revised form. Staff furtherrequests City Council to clarify that it authorizes the Director of Light and Power to execute this form without further review and approval by the City Attorney or by City Council, provided that this form agreement is unchanged, except that the customer specific information is populated, and each time the Director of Light and Power executes this agreement on behalf of COV, the City Clerk will attest the signature. The reason for asking this authorization is to avoid the administrative burden of repeatedly receiving City Council approval for exactly the same form of agreement providing routine gas transportation service. The following are attached: 1. Original form agreement approved by City Council, effective October 1, 2008 2. Redline comparison of original form to revised form 3. Revised proposed form, to be effective October 1, 2010 CF:DB:rmt Attachments cc: Willard Yamaguchi Dan Bergmann Document Control Dan Bergmann From: Katrina Gonzales [KGonzales@rwglaw.com] A VP r--6b Sent: Wednesday, May 26, 2010 2:15 PM To: Dan Bergmann Cc: Laurence S. Wiener; Yamaguchi, Willard Subject: Natural gas transportation agreement and proposed rate increases Attachments: Vernon - Form -- Natural Gas Transportation Agreement.DOC; page 2 staff report - mark up.PDF Hi Dan, I have reviewed the new form transportation agreement. I have made a few additional changes to the template and have attached this new version. One question I had was whether the transportation agreement always goes hand in hand with the gas commodity agreement PiPDLzi (basically, can you have the transportation agreement without the commodity agreement?). I this is the case, please accepted the bracketed language I added to section 10 (Entire Agreement). I have also reviewed the proposed natural gas rate increases and have no changes to the schedules. I suggested some revisions to page 2 of the draft staff report and have attached a marked -up page to this email. With regards to the timing for public notification, the notice of public hearing must be published twice per Government Code sections 6062a and 66018 at least 10 days before the hearing. If the public hearing is scheduled for June 21st, publication on the 11th and the 18th should satisfy this requirement. Let me know if you need anything else. Thanks, > Katrina C. Gonzales > Richards I Watson I Gershon > 355 South Grand Ave., 40th floor > Los Angeles, CA 90071 > phone: 213.626.8484 > fax: 213.626.0078 > kgonzales(@rwglaw.com <<Vernon - Form -- Natural Gas Transportation Agreement.DOC>> <<page 2 staff report - mark up.PDF>> NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you. 1 5 A ff A WU� BY CITY OF VERNON��c NATURAL GAS TRANSPORTATION AGREEMENT This Natural Gas Transportation Agreement ("Agreement") is entered into this day of by and between the CITY OF VERNON, hereafter referred tows "Vernon" or "City" or "COV" and , a , hereafter referred to as "Customer." NOW THEREFORE, in consideration of the mutual undertakings set forth below, the parties agree as follows: SECTION 1 - TERM This Agreement shall be effective the latter of 1) when COV is first able to physically connect to and deliver natural gas service to Customer's facility, or 2) and may terminate not sooner than midnight on At the end of the initial term, this Agreement shall continue on a month to month basis unless terminated by day written notice from one party to the other. This Agreement shall be subject to prior termination pursuant to (or consistent with) any final order of a federal, state or local government entity having jurisdiction over this arrangement or the parties herein by mutual agreement. Such termination shall not relieve either party of the obligation to discharge any obligations arising hereunder prior to or as a result of termination or to correct any then -existing gas imbalance between deliveries and receipts arising during the terns hereof (to the extent not prohibited by such final order). SECTION 2 - RATES Customer requests and the City will provide gas service(s) (including variable quantities of gas not specified as an estimate of demand quantities) in accordance with Schedule G-3 (Large Commercial Gas Transportation) ("Rate Schedule") a current copy of which is attached hereto as Exhibit B and City Rules For Gas Service ("Gas Service Rules") a current copy of which is attached hereto as Exhibit C, and collectively ("Gas Rates and Rules"). Customer has reviewed and inspected the applicable City Gas Rates and Rules for gas service(s) and agrees to comply therewith. This Agreement shall at all times be subject to the Gas Rates and Rules of the City of Vernon, which may be changed or modified by the City Council from time to time in the exercise of its jurisdiction. The City shall provide Customer with written notice of any such changes or modifications to such Gas Rates and Rules not less than thirty (30) days prior to the effective date of such changes or modifications. Page 1 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 SECTION 3 - SCOPE The City of Vernon, or an authorized agent in service to Vernon, shall accept at the SoCalGas Citygate gas nominated on behalf of Customer. Customer gas shall be transported on SoCalGas using firm service under Vernon's wholesale transportation agreement with SoCalGas. The City shall use its own transmission and/or distribution system to provide delivery to Customer within the City of Vernon. The gas delivered to the Customer will not necessarily be the gas that the third -party supplier delivered into SoCalGas for delivery to City of Vernon, but will be equivalent in value on a Btu basis. The City shall own and have operating responsibility for the gas line up to the Customer's house line tie in. Where an Access Agreement exists between City and Customer ("Access Agreement"), a copy shall be attached hereto as Exhibit D. The terms and conditions of the transportation service to be provided by City to Customer shall be as set forth in the applicable Gas Rates and Rules of the City of Vernon. Customer's estimated monthly and annual expected natural gas consumption, as well as its estimated maximum daily consumption quantity, based on its currently -installed gas -burning equipment are set forth on Exhibit A, attached hereto. Customer shall revise these quantities whenever it experiences significant changes in its expected gas usage. SECTION 4 - FINANCIAL OBLIGATION A. Monthly Billing Statement. Each month on or before the twentieth (20th) day of the month Vernon shall send Customer an invoice for the net charges payable hereunder for the preceding month. Such charges shall be based upon this Agreement and the appropriate prevailing Vernon Rate Schedule. All net charges for gas delivered to Customer shall be billed to Customer at the billing address designated hereunder. B. Payment. Customer payments must be received no later than twenty (20) days after receipt by Customer of the invoice. Failure to timely pay may result in immediate termination of gas service to Customer, without regard to Section 1 of this Agreement. Customer may, at City of Vernon's sole discretion, be charged a late charge on any delinquent or unpaid balance, according to the then prevailing Vernon Municipal Code applicable ordinances and/or resolutions. C. Adjustments. All gas quantities transported and/or delivered to Vernon under this Agreement shall be billed based on the best information available to Vernon at the time of billing, but shall be subject to adjustment based on actual usage. Page 2 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 SECTION 5 - RELATED OBLIGATIONS A. Title/Indemnity. Customer warrants title to all gas delivered to Vernon on behalf of Customer. Customer shall indemnify and hold harmless Vernon, agents serving Vernon, and SoCalGas from and against any and all claims, actions, liabilities, taxes, royalties, liens, charges, damages or costs (including reasonable attorneys' fees for in-house or outside counsel) related to gas delivered or failed to be delivered to the allocation points which have been nominated and confirmed with Vernon and SoCalGas hereunder. B. Replacement of Gas. Vernon shall have no obligation to notify Customer or to replace or substitute for Customer any quantities of gas not delivered to SoCalGas or accepted by SoCalGas in connection with this Agreement. C. Assignment of Ri)zhts and Obligations. The rights and obligations under this Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. D. Customer Responsibility. Vernon shall bill and Customer shall pay any costs incurred by Vernon because of any failure by third parties, acting as agents for Customer, to perform their obligations related to this Agreement (including reasonable attorneys' fees whether for in-house or outside counsel). Vernon shall bill and Customer shall pay any and all taxes, or other related or similar charges or fees incurred by Vernon or SoCalGas under an interstate or intrastate supplier contract as a result of this Agreement and accommodating transportation service shall be paid by the Customer. Under no circumstances shall Vernon be liable to any third -party producer, marketer, broker, or other supplier of gas under this Agreement for any portion of the purchase price for the Customer's natural gas supplies, including but not limited to the gas commodity, transportation, tariffs, taxes, fees, and surcharges. E. Re u�ry. This Agreement, including but not limited to Vernon's Gas Rates and Rules, are subject to revision and modification as a result of legislative or regulatory action, including CPUC and/or Federal Energy Regulatory Commission proceedings and orders. F. Consequential Damages. Neither party shall be assessed any special, punitive, consequential, incidental, or indirect damages, whether in contract or tort, for any actions or inactions related to this Agreement or the delivery or non -delivery of gas, curtailment or transportation thereof. Any liability created under subsections A. or D. of this Section 5 shall be considered direct damages and not subject to this preclusion. G. Equipment Removal. Upon termination of this Agreement, and if specifically requested to do so by Customer, the City will, at its expense, remove the gas meter and regulator set and cap the gas service line at the property line. Page 3 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 SECTION 6 — NOTICES, BILLING, CUSTOMER CONTACT Any notice, request, demand, or statement provided for in this Agreement shall be in writing and shall be sent to the parties hereto at the following addresses, and shall be effective upon receipt: Notice, correspondence, and statements: Customer: Office Phone Fax Operations and Nominations Contact Customer: Name Office phone Cell phone Fax Email BillinLy: Customer: Attn: Office Phone Fax Page 4 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 Vernon: Attn: Gas System Manager City of Vernon 4305 Santa Fe Avenue City of Vernon, CA 90058 Phone (323)583-8811 Fax (323) 587-7596 Vernon: (Same as above) SECTION 7 - JURISDICTION This Agreement shall be governed and construed in accordance with the laws of the State of California. SECTION 8 - CAPTIONS AND ORGANIZATION The various headings and numbers herein and the groupings of the provisions of this Agreement are for the purpose of convenience only and shall not be considered a part hereof, and shall have no effect on the construction or interpretation of any part of this Agreement. SECTION 9 - ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, in conjunction with Vernon's Gas Rates and Rules set forth the entire understanding of the parties and supersedes any prior understandings or discussions (whether written or oral) and incorporates herein by reference all Vernon Municipal Codes, ordinances and resolutions existing or as amended from time to time. In the event of a conflict between this Agreement and Vernon's Gas Rates and Rules, the language of this Agreement shall prevail. This Agreement shall only be amended by an instrument in writing properly executed by both parties or as superseded by changes in the City of Vernon Municipal Code, resolutions, ordinances, or other applicable rules and regulations. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this agreement in duplicate originals. CUSTOMER: Customer Name By: Name: Title: CITY OF VERNON: By: Name: Title: Page S of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT A Location name Location address Contact person Office phone Cell phone Emergency phone Natural gas supplier Supplier contact Supplier phone Maximum Daily Consumption Quantity Estimated Monthly Quantities (Therms): January July February August March September April October May November June December Estimated Annual Quantity Therms Regular days of operation: Therms per day Page 6 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT B Schedule G-3 Page 7 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT C RULES FOR GAS SERVICE Page 8 of 9 City of Vernon Council Resolution 9732, effective October 1, 2008 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT D Access Agreement (attach if required) Page 10 of 10 City of Vernon Council Resolution , effective_ CITY OF VERNON NATURAL GAS TRANSPORTATION AGREEMENT This Natural Gas Transportation Agreement ("Agreement") is entered into this first day of 20 , , by and between the CITY OF VERNON, a California charter city and California municipal corporation hereafter referred to as Cityy" and a sr oxi I aR a ; hereafter referred to as ""Customer." NOW THEREFORE, in consideration of the mutual undertakings set forth below, the parties agree as follows: GAS TRANSPORTATION SERVICE Customer requests and City agrees to provide gas transportation service in accordance with Schedule G-3 (Large Commercial Gas Transportation) City gas rules and regulations and applicable City laws. Customer hereby represents it has reviewed and inspected the applicable City rates, rules, regulations and laws for gas transportation service and agrees to compiv therewith. TERM This Agreement shall be effective the latter of 1) when CityGOV is first able to physically connect to and deliver natural gas service to Customer's facility, or 2) and may terminate not sooner than midnight on At the end of the initial term, this Agreement shall continue on a month -to -month basis unless terminated by either party b K' 3�_ day written notice given &n e�* to the other party in accordance with this Agreement. This Agreement shall be subject to prior termination pursuant to (or consistent with) any final order of a federal, state or local government entity having jurisdiction over this arrangement or the parties herein by mutual agreement. Such termination shall not relieve either party of the obligation to discharge any obligations arising hereunder prior to or as a result of termination or to correct any then -existing gas imbalance between deliveries and receipts arising during the term hereof (to the extent not prohibited by such final order). Customer requests and d-iie- City agrees towi4-1 provide gas service(s) (including variable quantities of gas not specified as an estimate of demand quantities) in accordance with Schedule G-3 1-of 13 City of Vernon Council Resolution effective (Large Commercial Gas Transportation) ("Rate Schedule" 1� a current copy of which is attached hereto and incorporated herein as Exhibit B, and City of Vernon Gas Municipal Services Department Rules For Gas Service ("Gas Service RulesI=) a current copy of which is attached hereto and incorporated herein as Exhibit C-(,e collectively, " "Gas Rates and Rules"). Customer has reviewed and inspected the applicable Git,�-Gas Rates and Rules for gas service(s) and agrees to comply therewith. This Agreement shall at all times be subject to the Gas Rates and Rules of ffie f Vef of , which may be changed or modified by the City Council of City from time to time in the exercise of its discretion. itffisdietion. City shall provide Customer with written notice of any such changes or modifications to such Gas Rates and Rules not less than thirty (30) days prior to the effective date of such changes or modifications. -SCOPE OF SERVICE Th,--City of , or an authorized agent of Ci ft sem4 �, shall accept the SoCalGas Citygate gas nominated on behalf of Customer. Customer gas shall be transported byen SoCalGas using firm service under City'sNlernen's wholesale transportation agreement with SoCalGas.—The City shall use its own transmission and/or distribution system to provide delivery to Customer within the -City limits.ef* The gas delivered tom Customer will not necessarily be the gas that the third -party supplier delivered into SoCalGas for delivery to City of j�iee, but will be equivalent in value on a Btu basis. City shall own and have operating responsibility for the gas line up to -the Customer's house line tie in. Where an Access Agreement exists between City and Customer ("Access Agreement"), a copy shall be attached hereto and incog2orated herein as Exhibit D. The terms and conditions of the transportation service to be provided by City to Customer shall be as set forth in the applicable Gas Rates and Rules. The terms "SoCalGas" and "SoCalGas Citygate" as used herein shall have the same meanings given those terms in the Gas Service Rules of the City of Ve Customer's estimated monthly and annual expected natural gas consumption, as well as its estimated maximum daily consumption quantity, based on its currently -installed gas -burning equipment are set forth inen Exhibit A, attached hereto and incorporated herein by reference. Customer shall revise these quantities whenever it experiences significant changes in its expected gas usage. [Customer shall provide City with written notice of any such changes as soon as practicable. If Customer revises its estimated monthly and annual effected natural gas consumption and maximum daily consumption quantity, a new Exhibit A reflecting such changes shall be attached hereto and incorporated herein j METHOD OF PAYMENT Page 2 of 13 City of Vernon Council Resolution 2� effective A —Monthly Billing Statement. Eaeh me„*w on or before the twentieth (20th) day of eachthe month, CityN---t shall send Customer an invoice for the net charges payable hereunder for the preceding month. Such charges shall be based upon this Agreement and the app vaihi g Ve ie Rate Schedule. All net charges for gas delivered to' Customer shall be billed to Customer at the billing address designated hereunder. B—Payment. Customer payments must be received no later than twenty (20) days after receipt by Customer of the invoice. Failure to timely pay may result in immediate termination of gas service to Customer, without regard to Section 24 of this Agreement. Customer may, at City,s��' 0. , --i—e 's sole and absolute discretion, be charged a late charge on any delinquent or unpaid balance, according to the then prevailing City rules, regulations, and lawsVeme Adjustments. All gas quantities transported and/or delivered to�� under this Agreement shall be billed based on the best information available to City at the time of billing, but shall be subject to adjustment based on actual usage. Page 3 of 13 City of Vernon Council Resolution 1,9732, effective v ^etebei l�o ' CT' ON-5---RELATED OBLIGATIONS Title/Indemnity. Customer warrants title to all gas delivered to Chen on behalf of Customer. Customer shall indemnify and hold harmless City, Itse, agents and employeeess��, and SoCalGas from and against any and all claims, actions, liabilities, taxes, royalties, liens, charges, damages or costs, -(including reasonable attorneys' fees gig iag from-feror outside eupsel) related to gas delivered or failed to be delivered to the allocation points which -have been nominated and confirmed with City: and SoCalGas hereunder. B—Replacement of Gas. CityVernen shall have no obligation to notify Customer or to replace or substitute for Customer any quantities of gas not delivered to SoCalGas or accepted by SoCalGas in connection with this Agreement. Assignment of Rights and Obli ations. The rights and obligations under this Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. Customer Responsibility. Cityten shall bill and Customer shall pay any costs, -Including reasonable attorneys' fees, incurred by City because of any failure by third parties, acting as agents for Customer, to perform their obligations related to this Agreement. City-(i4* shall bill and Customer shall pay any and all taxes, or other related or similar charges or fees incurred by C tyVen+&H or SoCalGas under an interstate or intrastate supplier contract as a result of this Agreement, and accommodating transportation service shall be paid by the Customer. Under no circumstances shall Cityn be liable to any third -party producer, marketer, broker, or other supplier of gas under this Agreement for any portion of the purchase price for the Customer's natural gas supplies, including but not limited to the gas commodity, transportation, tariffs, taxes, fees, and surcharges. &—Re ug latory. This Agreement, including but not limited to the, effteffLs Gas Rates and Rules, are subject to revision and modification as a result of legislative or regulatory action, including CPUC and/or Federal Energy Regulatory Commission proceedings and orders. Conseauential Damages. Neither party shall be assessed any special, punitive, consequential, incidental, or indirect damages, whether in contract or tort, for any actions or inactions related to this Agreement or the delivery or non -delivery of gas, curtailment or transportation thereof, Any liability created under subsections Am or D- of this Section 65 shall be considered direct damages and not subject to this preclusion. G—Eauipment Removal. Upon termination of this Agreement, and if specifically requested to de so by Customer, the -City ihallwill, at its expense, remove the gas meter and regulator set and cap the gas service line at the property line. H. Vernon City Council. This Agreement shall at all times be subject to the laws (including without limitation; the City of Vernon Municipal Code ordinances and resolutions), rules and regulations of City, which may be changed or modified by, the City Council of City from time to Page 4 of 1.3 City of Vernon Council Resolution 9732, effective October 1, 2008 time in the exercise of its governmental authority. Nothing in this Agreement is intended to waive the City's authority to take any action in its governmental capacity, Page 5 of 13 City of Vernon Council Resolution 947� 2, f. .Getober-l-,-2� �—NOTICES, BILLING, CUSTOMER CONTACT Any notices, approvals, requests. demands consents statements or other communications between the parties shall be in writing and unless -another form of deliver is s expressly permitted under this Agreement shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, use the address set forth below or at such other address as may be furnished by either party to the other in writing. Mailed notices shall be deemed communicated as of the day of receipt. Notices, correspondences. and statements: n r +; + �i o a �, +n , ,,, „ i A fi 7 ffiy ne iee, feques ., , " 711 fl'i it -e r-r a' izr ✓i-, �i7 l.og ._ ; CiT �:$-e a� =s�- ..- 1,al bese-�totl'� •+ 1 + ++1 J11U11 V\/ i v v p(.L11.1VJ L1eA Nl,V Q�—GLI1i , e Customer: City: Attn: Gas System Manager City of Vernon 4305 Santa Fe Avenue City of Vernon, CA 90058 Phone Phone (323) 583- 8811 Of€ree Phone Fax Fax (323) 587- 7596 >: 7. Operations and Nominations Contact Customer: . City: (Same as above) Phone roll phone Email Billing: Customer: Page 6 of 13 City of Vernon Council Resolution-97732, effective -Getebe ' 2-0� GOVERNING LAWMii- Page 7 of 13 City of Vernon Council Resolution-9-73,2, effective-0steber-1,-2-008 This Agreement shall be governed and construed in accordance with the domestic laws of the State of California, without regard to its laws regarding choice of applicable law. Any litigation concerningthis his Agreement shall take place in the municipal. superior, or federal district court with geographic jurisdiction over City. SvT-S - CAPTIONS AND ORGANIZATION The various headings and numbers herein and the groupings of the provisions of this Agreement are for the purpose of convenience only and shall not be considered a part hereof, and shall have no effect on the construction or interpretation of any part of this Agreement. S T ON-9----ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, in conjunction with the�non ° s Gas Rates and Rules, set forth the entire understanding of the parties and supersedes any prior understandings or discussions (whether written or oral) and incorporates herein by reference all City of Vernon Municipal Codes, ordinances and resolutions existing or as amended from time to time. In the event of a conflict between this Agreement and the Gas Rates and Rules, the language of this Agreement shall prevail. This Agreement shall only be amended by an instrument in writing properly executed by both parties or as superseded by changes in the City of Vernon Municipal Code, resolutions, ordinances, or other applicable rules and regulations. SECTION II —WAIVER The waiver by either party of a breach of default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise. any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach No waiver, benefit, privilege, or service voluntarily given or perforined by party shall give the other party any contractual rights by custom, estoppel, or otherwise. SECTION 12 — PARTIAL INVALIDITY Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected impaired or invalidated. SECTION 13 — AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executingtgreement on behalf of Customer warrants and represents that he or she has the authority to execute this Agreement on behalf of Customer and has the authority to bind Customer to the performance of its obligations under this Agreement. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this Page 8 of 13 City of Vernon Council Resolution-9732, effective.Qetober-i720N- agreement in duplicate originals. CUSTOMER: Name: Title: CITY OF VERNON: ATTEST: By: Name: Title: Page 9 of 13 City of Vernon Council Resolution473-2, effective-Oc4eberr- —, MG8 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT A Location name Location address Contact person Natural gas supplier — Maximum Estimated Monthly Quantities (Therms): May 'KT ewer t_[!Sa9��1��tr���RSlet_���SS���U��l t•�t�Ilr.�ili� O Page 10 of 13 City of Vernon Council Resolution 9732, effective 4eteber-1 M08 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT B Schedule G-3 Page 11 of 13 City of Vernon Council Resolution-933-2, effective-Getebei•—f—,-2608 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT C RULES FOR GAS SERVICE Page 12 of 13 City of Vernon Council Resolution-"-3-2, effective'OeteberT2-QQ8 NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT D Access Agreement (attach if required) Page 10 of 10 City of Vernon Council Resolution , effective potsir-D CITY OF VERNON NATURAL GAS TRANSPORTATION AGREEMENT This Natural Gas Transportation Agreement ("Agreement") is entered into this first day of 20_, by and between the CITY OF VERNON, a California charter city and California municipal corporation, hereafter referred to as "City," and , a , hereafter referred to as "Customer." NOW THEREFORE, in consideration of the mutual undertakings set forth below, the parties agree as follows: SECTION 1 - GAS TRANSPORTATION SERVICE Customer requests and City agrees to provide gas transportation service in accordance with Schedule G-3 (Large Commercial Gas Transportation), City gas rules and regulations, and applicable City laws. Customer hereby represents it has reviewed and inspected the applicable City rates, rules, regulations, and laws for gas transportation service and agrees to comply therewith. SECTION 2 - TERM This Agreement shall be effective the latter of 1) when City is first able to physically connect to and deliver natural gas service to Customer's facility, or 2) , and may terminate not sooner than midnight on . At the end of the initial term, this Agreement shall continue on a month -to -month basis unless terminated by either party by 30 day written notice given to the other party in accordance with this Agreement. This Agreement shall be subject to prior termination pursuant to (or consistent with) any final order of a federal, state or local government entity having jurisdiction over this arrangement or the parties herein by mutual agreement. Such termination shall not relieve either party of the obligation to discharge any obligations arising hereunder prior to or as a result of termination or to correct any then -existing gas imbalance between deliveries and receipts arising during the term hereof (to the extent not prohibited by such final order). SECTION 3 - RATES Customer requests and City agrees to provide gas service(s) (including variable quantities of gas not specified as an estimate of demand quantities) in accordance with Schedule G-3 (Large Commercial Gas Transportation) ("Rate Schedule"), a current copy of which is attached hereto and incorporated herein as Exhibit B, and City of Vernon Gas Municipal Services Department Rules For Gas Service ("Gas Service Rules"), a current copy of which is attached hereto and Page 1 of 10 City of Vernon Council Resolution , effective incorporated herein as Exhibit C (collectively, "Gas Rates and Rules"). Customer has reviewed and inspected the applicable Gas Rates and Rules for gas service(s) and agrees to comply therewith. This Agreement shall at all times be subject to the Gas Rates and Rules, which may be changed or modified by the City Council of City from time to time in the exercise of its discretion. City shall provide Customer with written notice of any such changes or modifications to such Gas Rates and Rules not less than thirty (30) days prior to the effective date of such changes or modifications. SECTION 4 - SCOPE OF SERVICE City, or an authorized agent of City, shall accept the SoCalGas Citygate gas nominated on behalf of Customer. Customer gas shall be transported by SoCalGas using firm service under City's wholesale transportation agreement with SoCalGas. City shall use its own transmission and/or distribution system to provide delivery to Customer within City limits. The gas delivered to Customer will not necessarily be the gas that the third -party supplier delivered into SoCalGas for delivery to City, but will be equivalent in value on a Btu basis. City shall own and have operating responsibility for the gas line up to, Customer's house line tie in. Where an access agreement exists between City and Customer ("Access Agreement"), a copy shall be attached hereto and incorporated herein as Exhibit D. The terms and conditions of the transportation service to be provided by City to Customer shall be as set forth in the applicable Gas Rates and Rules. The terms "SoCalGas" and "SoCalGas Citygate" as used herein shall have the same meanings given those terms in the Gas Service Rules. Customer's estimated monthly and annual expected natural gas consumption, as well as its estimated maximum daily consumption quantity, based on its currently -installed gas -burning equipment are set forth in Exhibit A, attached hereto and incorporated herein by reference. Customer shall revise these quantities whenever it experiences significant changes in its expected gas usage. [Customer shall provide City with written notice of any such changes as soon as practicable. If Customer revises its estimated monthly and annual expected natural gas consumption and maximum daily consumption quantity, a new Exhibit A reflecting such changes shall be attached hereto and incorporated herein.] SECTION 5 - METHOD OF PAYMENT A. Monthly Billing Statement. On or before the twentieth (20th) day of each month, City shall send Customer an invoice for the net charges payable hereunder for the preceding month. Such charges shall be based upon this Agreement and the Rate Schedule. All net charges for gas delivered to Customer shall be billed to Customer at the billing address designated hereunder. Page 2 of 10 City of Vernon Council Resolution , effective B. Payment. Customer payments must be received no later than twenty (20) days after receipt by Customer of the invoice. Failure to timely pay may result in immediate termination of gas service to Customer, without regard to Section 2 of this Agreement. Customer may, at City's sole and absolute discretion, be charged a late charge on any delinquent or unpaid balance, according to the then prevailing City rules, regulations, and laws. C. Adjustments. All gas quantities transported and/or delivered to City under this Agreement shall be billed based on the best information available to City at the time of billing, but shall be subject to adjustment based on actual usage. SECTION 6 - RELATED OBLIGATIONS A. Title/Indemnity. Customer warrants title to all gas delivered to City on behalf of Customer. Customer shall indemnify and hold harmless City, its agents and employees, and SoCalGas from and against any and all claims, actions, liabilities, taxes, royalties, liens, charges, damages or costs, including reasonable attorneys' fees, arising from or related to gas delivered or failed to be delivered to the allocation points which have been nominated and confirmed with City and SoCalGas hereunder. , B. Replacement of Gas. City shall have no obligation to notify Customer or to replace or substitute for Customer any quantities of gas not delivered to SoCalGas or accepted by SoCalGas in connection with this Agreement. C. Assignment of Rights and Obligations. The rights and obligations under this Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. D. Customer Responsibility. City shall bill and Customer shall pay any costs, including reasonable attorneys' fees, incurred by City because of any failure by third parties acting as agents for Customer to perform their obligations related to this Agreement. City shall bill and Customer shall pay any and all taxes or other related or similar charges or fees incurred by City or SoCalGas under an interstate or intrastate supplier contract as a result of this Agreement, and accommodating transportation service shall be paid by the Customer. Under no circumstances shall City be liable to any third -party producer, marketer, broker, or other supplier of gas under this Agreement for any portion of the purchase price for the Customer's natural gas supplies, including but not limited to the gas commodity, transportation, tariffs, taxes, fees, and surcharges. E. RegulatorX. This Agreement, including but not limited to the Gas Rates and Rules, are subject to revision and modification as a result of legislative or regulatory action, including CPUC and/or Federal Energy Regulatory Commission proceedings and orders. F. Consequential Damages. Neither party shall be assessed any special, punitive, consequential, incidental, or indirect damages, whether in contract or tort, for any actions or Page 3 of 10 City of Vernon Council Resolution , effective — inactions related to this Agreement or the delivery or non -delivery of gas, curtailment or transportation thereof. Any liability created under subsections A or D of this Section 6 shall be considered direct damages and not subject to this preclusion. G. Equipment Removal. Upon termination of this Agreement, and if specifically requested. by Customer, City shall, at its expense, remove the gas meter and regulator set and cap the gas service line at the property line. H. Vernon City Council. This Agreement shall at all times be subject to the laws (including, without limitation, the City of Vernon Municipal Code, ordinances and resolutions), rules and regulations of City, which may be changed or modified by the City Council of City from time to time in the exercise of its governmental authority. Nothing in this Agreement is intended to waive the City's authority to take any action in its governmental capacity. SECTION 7 - NOTICES, BILLING, CUSTOMER CONTACT Any notices, approvals, requests, demands, consents, statements or other communications between the parties shall be in writing, and unless another form of delivery is expressly permitted under this Agreement, shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth below or at such other address as may be furnished by either party to the other in writing. Mailed notices shall be deemed communicated as of the day of receipt. Notices, correspondences, and statements: Customer: Phone Fax Operations and Nominations Contact Customer: Phone Email: City: Attn: Gas System Manager City of Vernon 4305 Santa Fe Avenue City of Vernon, CA 90058 Phone (323) 583-8811 Fax (323) 587-7596 City: (Same as above) Page 4 of 10 City of Vernon Council Resolution , effective Billing: Customer: SECTION 8 - GOVERNING LAW This Agreement shall be governed and construed in accordance with the domestic laws of the State of California, without regard to its laws regarding choice of applicable law. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over City. SECTION 9 - CAPTIONS AND ORGANIZATION The various headings and numbers herein and the groupings of the provisions of this Agreement are for the purpose of convenience only and shall not be considered a part hereof, and shall have no effect on the construction or interpretation of any part of this Agreement. SECTION 10 - ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, in conjunction with the Gas Rates and Rules, set forth the entire understanding of the parties and supersedes any prior understandings or discussions (whether written or oral) and incorporates herein by reference all City of Vernon Municipal Codes, ordinances and resolutions existing or as amended from time to time. In the event of a conflict between this Agreement and the Gas Rates and Rules, the language of this Agreement shall prevail. This Agreement shall only be amended by an instrument in writing properly executed by both parties or as superseded by changes in the City of Vernon Municipal Code, resolutions, ordinances, or other applicable rules and regulations. SECTION 11— WAIVER The waiver by either party of a breach of default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Page 5 of 10 City of Vernon Council Resolution , effective SECTION 12 — PARTIAL INVALIDITY Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired, or invalidated. SECTION 13 — AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Customer warrants and represents that he or she has the authority to execute this Agreement on behalf of Customer and has the authority to bind Customer to the performance of its obligations under this Agreement. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this agreement in duplicate originals. CUSTOMER: By: Name: Title: CITY OF VERNON: By: Name: Title: ATTEST: Page 6 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT Location name Location address Contact person Natural gas supplier Estimated Monthly Quantities (Therms): EXHIBIT A Page 7 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT B Schedule G-3 Page 8 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT C RULES FOR GAS SERVICE Page 9 of 10 City of Vernon Council Resolution , effective NATURAL GAS TRANSPORTATION AGREEMENT EXHIBIT D Access Agreement (attach if required) Page 10 of 10 City of Vernon Council Resolution , effective