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Home My Public Portal AboutBP WEST COAST PRODUCTS LLCAdministrative Agreement This Administrative Agreement is made effective July 1, 2009, by and between the City of Carson, a general law city & municipal corporation ("Carson"), and BP West Coast Products LLC, a Delaware limited liability company, ("BP"), as owner of the BP Carson Refinery, the BP Carson Terminal, and the Carson Crude Terminal. Carson and BP are collectively referred to as "the Parties" and individually as a "Party". Whereas, Article V1, Chapter 11 of the Carson Municipal Code (the "CIVIC") establishes a 2% tax on users of electric and gas utility services (the "Utility Users Tax") in Carson, and Whereas, the Parties agree that BP is a service user within the meaning of the Utility Users Tax and subject to pay the 2% tax on its consumption of electric and gas utility services, and Whereas, CIVIC § 61104 "Exemptions; Limitations" provides "e. Notwithstanding any other provision of this chapter, no service user shall be required to pay more than $1 million in electricity users tax, or gas users tax, or both combined, for service provided in any calendar year', and Whereas, CIVIC § 61111 "Additional Power and Duties of Tax Administrator' provides that "c. The Tax Administrator may make administrative agreements to vary the strict requirements of this section so that collection of any tax imposed here may be made in conformance with the billing procedures of particular service supplier so long as said agreements result in collection of the tax in conformance with the general purpose and scope of this section. A copy of each such agreement shall be on file in the Tax Administrator's office.", and Whereas, CIVIC § 61111 "Additional Power and Duties of Tax Administrator' further provides "d. The Tax Administrator shall determine the eligibility of any person who asserts a right to exemption from the tax imposed by this section. The Tax Administrator shall provide the service supplier with the name of any person who the Tax Administrator determines is exempt from the tax imposed hereby, together with the address and account number to which service is supplied to any such exempt person. The Tax Administrator shall notify the service supplier of termination of any person's right to exemption hereunder, or the change of any address to which service is supplied to any exempt person.", and Whereas, CIVIC § 61117 "Operative Date" provides, in relevant part, "The tax imposed under this section shall apply to bills rendered on or after ninety (90) days or as soon thereafter as the respective utilities are physically and mechanically able to get 'on line'for the imposition of charges (not more than 60 days).", and Whereas, Carson and BP wish to establish a procedure under which the Utility Users Tax on BP will be satisfied by BP making quarterly payments directly to Carson, Now therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: 1 . During the entire term of the Carson Utility Users Tax, BP shall directly pay to Carson its 2% tax on the consumption of electric and gas utility services up to the maximum set forth in CIVIC § 61104(e) (the "BP Direct Payment"). Beginning January 1, 2010, and continuing thereafter, the BP Direct Payment to Carson shall be paid according the following schedule: (a) 1st quarter of each calendar year (January to March) — BP Direct Payment due March 31; (b) 2 n' quarter of each calendar year (April to June) — BP Direct Payment due June 30; (c) 3 rd quarter of each calendar year (July to September) — BP Direct Payment due September 30; and (d) 4t' quarter of each calendar year (October to December) — BP Direct Payment due December 31. 2. For calendar year 2009, and pursuant to CIVIC § 61117, in recognition of the fact that the Utility Users Tax will be imposed for only a portion of the year, the BP Direct Payment shall be tendered in two (2) separate payments of $250,000, for a maximum of $500,000 in calendar year 2009, with the first such payment to be tendered September 30, 2009, and the remaining payment to be tendered December 31, 2009. 3. For calendar year 2009, the BP Direct Payment process shall be subject to three adjustments. First, if the actual amount of Utility Users Tax incurred by BP in calendar year 2009 is less than $1,000,000 but exceeds $500,000 (creating an "Underpayment Amount"), BP shall add the Underpayment Amount to the BP Direct Payment due March 31, 2010. Second, if the actual amount of Utility Users Tax incurred by BP in calendar year 2009 is less than $500,000 (creating an "Overpayment Amount"), BP shall deduct the Overpayment Amount from the BP Direct Payment due March 31, 2010. Third, if any Utility Users Tax has been withheld in 2009 by any BP service suppliers or non-utility suppliers prior to the suppliers recognizing this Administrative Agreement ("Withheld Amount"), BP shall subtract the total Withheld Amount from the BP Direct Payment due on March 31, 2010. The two quarterly BP Direct Payments made in 2009 plus the adjustments to the March 31, 2010, BP Direct Payment will make the total payments for 2009 equal BP's actual Utility Users Tax liability for 2009 up to the maximum set forth in CIVIC § 61104(e). If the March 31, 2010, BP Direct Payment is adjusted per this Section 3, BP shall clearly delineate the amount of the adjustment on the payment and provide the city with appropriate documentation to justify the adjustment. 4. For all years commencing 2010 and thereafter, the BP Direct Payment shall be tendered quarterly in the amount of $250,000, less any tax inadvertently withheld by service suppliers or non-utility suppliers and provided that BP would otherwise pay a Utility Users Tax in excess of the maximum amount set forth in CIVIC § 61104(e). In the event that, for any calendar year commencing 2010 and thereafter, the maximum BP Utility Users Tax liability is less than the maximum amount set for the in CIVIC § 61104(e) during any calendar year, then, and in that event, the quarterly BP Direct Payment due on March 31 of the following calendar year shall be reduced to make the total payments equal BP's actual Utility Users Tax liability for the previous calendar year. For any BP Direct Payment due on March 31 that is adjusted per this Section 4, BP shall clearly delineate the amount of the adjustment on the payment and provide the city with appropriate documentation to justify the adjustment. 5. BP shall tender its payments in the form of a check or EFT, which shall not be deemed to constitute any BP Direct Payment under this Agreement until Carson has confirmation of the deposit of such payment into the appropriate Carson account. 6. The current gas and electric suppliers for BP are listed in Schedule 1. 7. Carson shall notify the service suppliers or non-utility suppliers listed on Schedule 1 that no tax shall be collected by the service suppliers or non-utility suppliers on those contracts. 8. If BP becomes aware of any other contracts for gas or electric services in Carson, it shall promptly notify Carson, and Carson will promptly notify the service suppliers or non-utility suppliers that no tax shall be collected by the service suppliers or non-utility suppliers on those contracts. 9. This Administrative Agreement shall continue until terminated by either party on 180 days written notice. 10. This Administrative Agreement may be executed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 11. Any and all notices shall be deemed to have been properly given: (a) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient, (b) one (1) business day after having been deposited for overnight delivery with any reputable overnight courier services with all freight charges prepaid, or (c) three (3) business days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service. All such notices shall be addressed: If to Carson: City of Carson 701 East Carson Street Carson, California 90745 Attn: Revenue Manager Facsimile No.: (310) 518-2874 If to BP: BP West Coast Products LLC 2350 E. 223 d Street Carson, California 90749 Attn: Commercial Manager Facsimile No.: (310) 847-5475 12. This Administrative Agreement shall be governed by the internal laws of the State of California without regard to principles of conflicts of laws thereof. City of Carson By: Its: /iMye/�_ BP West Coast Products LLC By: Its:- Schedule 1 Service Suppliers or Non-utility Suppliers to BP within the City of Carson that will be exempt from collecting the Utility Users Tax from BP For BP Carson Refinery— 2350 E. 223 rd St., Carson CA. 90749 Southern California Edison Company P.O. Box 300 Rosemead, CA 91772-001 Customer Account: 20-00-445-0896 Arco - BP Carson Service Account: 3-000-0118-63 Service Account: 3-000-0335-25 Service Account: 3-017-8873-94 Service Account: 3-023-0581-57 Service Account: 3-000-0335-45 Service Account: 3-002-6574-49 Service Account: 3-010-4402-39 Service Account: 3-010-4130-21 Watson Cogeneration Company 22850 S. Wilmington Avenue Carson, Ca 90749 Customer: BP Carson Refinery Southern California Gas Company P.O. Box C Monterey Park, CA 91756 Account #: 140-401-5102-0 BP West Coast Products LLC Meter #: 4755117 Meter #: 4755096 Meter #: 8571416 Tariffs: GTF3T, GT13T BP Energy Company P.O. Box 3092 Houston, TX 77253-3092 Contract #: 164389 Arco Products Company Purpose: Electricity Purpose: Electricity - Commodity Purpose: Natural Gas - Transportation Purpose: Natural Gas - Transportation Purpose: Natural Gas - Transportation Purpose: Natural Gas - Commodity Plains Exploration & Production Company: 700 Milam St. 3100, Houston, TX 77002 Meter # BDH-LN211 Purpose: Fuel Gas - Commodity For BP Carson Terminal - 2149 Sepulveda Blvd., Carson CA. 90810 Southern California Edison Company P.O. Box 300 Rosemead, CA 91772-001 Customer Account: 2-266-26-0322 Purpose: Electricity Service Address: 2149 Sepulveda Blvd., Carson CA. 90810 Service Account: 3-000-0335-47 Meter Number: V349E-009036 Rate Schedule: GS-2-TOU-B Direct Energy Business 2 Gateway Center, 9th Floor Pittsburgh, PA 15222 Account Number: 823491 Purpose: Electricity - Commodity Service Address: 2149 Sepulveda Blvd., Carson CA. 90810 EC #: 3-000-0335-47 Meter Number: V349E-009036 For Carson Crude Terminal - 24700 S. Wilmington, CA 90745 Southern California Edison Company P.O. Box 300 Rosemead, CA 91772-001 Major Power Account Customer Account: 2-22-337-9876 Meter # P714-002387/ RP 14-001431 Service Account: 3-012-0131-73 Purpose: 1-6 12KV- Added Facility - Contract Act. 53-52-999-0378-91 Customer Account: 2-20-177-2993 Purpose: Misc-Charges Service Account: 3-015-7366-73 Small Power - consolidated 24700 S. Customer Account: 2-18-921-8779 Service Account: 3000-8887-88 Wilmington CA 90745 885-010401 Purpose: Electricity Other contracts for gas or electric services for BP in Carson: As notified by BP pursuant to Section 8 of the Administrative Agreement