Resolution No. 5500
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RESOLUTION NO. 5588
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF AN ENERGY INTERCHANGE AGREEMENT
BY AND BETWEEN THE CITY OF VERNON AND THE
DEPARTMENT OF WATER RESOURCES OF THE STATE
OF C~IFORNIA
WHEREAS, the City Council of the City of. Vernon adopted
Resolution No. 5064 on December 6, 1983, which approved the ex-
ecution of an. Economy Energy Sale Agreement between the City of
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Vernon and the Department of Water Resources of the State of
California ("DWR") providing for the purchase of nonfirm energy
from December' 1, 1983 through December 31, 1984, unless extended
by mutual agreement of the parties: and
WHERtAS, the City Council of the City of Vernon adopted
Resolution NOt 5183 on April 16, 1985, which approved the execu-
tion of a second Economy Energy Sale Agreement by and between the
,
City of Vernon and DWR providing for the purchase of non fir.
energy from April 4, 1985 through December 31, 1985, unless ex-
tended by mutual agreement of the parties: and
WHEREAS, the City Council of the City of Vernon adopted
Resolution No. 5230 on December 3, 1985, which extended the
Economy Energy 'Sale Agreement through December 31, 1990, or
longer if mutually agreed: and
WHEREAS, the City of Vernon and the DWR desire to adopt
a new Energy !nterchangeAgreement which would provide for addi-
tional services and extend through December 31, 2013.
NOW, i THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
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SECTION 1: That the City Council of the City of Vernon
hereby finds and determines that the recitals contained
hereinabove are true and correct.
SECTION 2: That the City Council of the City of Vernon
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hereby approves the Energy Interchange Agreement, a copy of which
has been presented to the City Council concurrently with this
resolution and the City Council hereby orders said Agreement to
be received and filed by the City Clerk.
SECTION 3: That the City Council of the City of Vernon
hereby author:izes the Mayor and the City Clerk to execute said
Agreement for, and on behalf of, the City of Vernon.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of thi~ resolution and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 15th day of March, 1988.
C.
ATTEST' ~ /~
/5-- 0~A4~
BRUCE V. MALKENHORST, City Clerk
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,
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STATE OF CALIFORNIA )
)ss
COUNTY OF LOS ANGELES )
3 I, BRUCE V. MALKENHORST, City Clerk of the City of
4 Vernon, do hereby certify that the foregoing Resolution, being
5 Resolution No. 5500
, was duly adopted by the City Council
6 of the City of Vernon, and was approved by the Mayor of said
7 City at a regular meeting of the City Council held on ;l'uesday,
March 15
, 19 88
/L /~~
BRUCE V. MALKENHORST,City Clerk
(SEAL)
-3-
'~F CALIFORNIA-THE RESOURCES AGENCY
.
GEORGE DEUKMEJIAN, Governor
..
DEPARTMENT OF WATER RESOURCES
1416 NINTH STREET, P.O. BOX 942836
SACRAMENTO, CA 94236-0001
(916) 445-9248
April 27, 1988
Mr. Bruce V. Ma1kenhorst
City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Mr. Ma1kenhorst:
Energy Interchange Agreement between the Department of Water Resources and the
City of Vernon - Contract No. B56731
Enclosed is a fully executed duplicate original of the Energy Interchange
Agreement between the Department of Water Resources and the City of Vernon
Contract No. B56731. Pursuant to Article VII, Section 1, DWR designates Mr.
Richard D. Jones, Chief Dispatcher, as our Operating Representative under this
agreement. He may be reached at (916) 445-2052.
If you or your staff have any questions regarding this Agreement, please call
me at (916) 322-3802.
Sincerely,
x2~ff~
/
Dan Herdocia, Chief
Power Contracts Branch
Energy Division
Enclosure
cc: City of Vernon
c/o City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Mr. David B. Brearley
City Attorney
City of Vernon
2440 S. Hacienda Boulevard #223
Hacienda Heights, CA 91745
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ENERGY INTERCHANGE AGREEMENT
Between
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DEPARTMENT OF WATER RESOURCES
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OF THE STATE OF CALIFORNIA
5
and
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CITY OF VERNON
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SERVICE SCHEDULE A
ECONOMY ENERGY INTERCHANGE
9 This Service Schedule A is agreed upon as a part of the
10 Energy Interchange Agreement ("Agreement") entered into as of
7-11 /1 D
11 the ~y of n f '.R / L- ,1988, between the Department
12 of Water Resources of the State of California ("DWR") and the
13 City of Vernon ("Vernon").
14 1. This Service Schedule shall be in effect concurrently
15 with the Agreement unless the Service Schedule is modified or
16 superseded by some other Service Schedule between the parties,
17 or terminated by either Party upon thirty (30) days' advance
18 written notice to the other Party.
19 2. Subject to statutory requirements and contractual
20 commitments, either Party may supply economy energy when and if
21 requested by the other Party in amounts up to the capacity of
22 its power sources and transmission interconnections; provided,
23 hat, in the sole judgement of the supplying Party (i) such
24 conomy energy is available; (ii) supply of such economy energy
25 ill not result in impairment of or jeopardy to its service in
26 its own system, its customers or its undertakings or
27 ommitments to third parties; and (iii) such economy energy is
~~~~~:~;~RN'A A-1
STD. 113 'REV. 8.72.
85 34769
1 economical and practicable to supply. For the purposes of this
2 Agreement unless otherwise agreed upon by the Parties, "economy
3 energy" is energy, interruptible at any time by either Party
4 upon prior notification, when practicable, which the supplying
5 Party has agreed to deliver and the receiving Party has agreed
6 to receive.
7 3. Insofar as practicable, hourly schedules for economy
8 energy transactions shall be arranged between the dispatchers
9 or schedulers on a tentative basis at least 24 hours in
10 advance, subject to later modification by the dispatchers or
11 schedulers. Schedules for economy energy transactions may also
12 be arranged between dispatchers on an hourly basis.
13 4. The method of settlement and price for economy energy
14 shall be determined in advance of any economy energy
15 transaction in accordance with one of the following methods as
16 mutually agreed upon by the dispatchers or schedulers:
17
4.1 By paying the supplying Party one-half of the sum
18 of supplying Party's Cost to Supply and the receiving Party's
19 Cost Avoided; or
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4.2 By paying the supplying Party 110 percent of the
21 supplying Party's Cost to supply such economy energy; or
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4.3 By paying the supplying Party at a rate mutually
23 acceptable to the Parties' dispatchers or schedulers and
24 mutually beneficial to both Parties.
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4.4 In lieu of payment, the Parties may exchange
26 economy energy at a ratio mutually agreed upon prior to the
27 exchange. Scheduling and dispatching fees, costs for
COURT PAPER A-2
STAT. OF CALIFORNIA
STD. 113 (REV. 8.72>
8&34769
1 transmission paid to third parties, and any other costs
2 incidental to the exchange shall be as agreed by the Parties
3 prior to the exchange and shall be billed separately.
4 5. For the purposes of this Agreement the "Cost Avoided"
5 shall be the estimated value to the receiving Party of the
6 incremental fuel cost, incremental operation and maintenance
7 cost, generating unit start-up cost, transmission losses, cost
8 of purchased energy and any other costs avoided by purchase of
9 economy energy hereunder, less any estimated cost to the
10 receiving Party of transmission losses, transmission service
11 charges by third parties and any other costs incurred as a
12 direct result of the receiving of economy energy hereunder.
13 6. For the purpose of this Agreement the "Cost to Supply"
14 shall be the estimated value to the supplying Party of the
15 incremental fuel cost, incremental operation and maintenance
16 cost, generating unit start-up cost, transmission losses,
17 transmission service charges by third parties, cost of
18 purchased energy and any other costs incurred in supplying
19 economy energy hereunder.
20 7. In the event this Service Schedule is terminated
21 pursuant to Paragraph 1, the obligations of the Parties with
22 respect to payment for energy shall continue until all payments
23 ue have been made.
8. Unless otherwise agreed to by the Parties, spinning
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25 eserve for economy energy transactions shall be provided by
26 he purchasing Party in accordance with good utility practice.
27 9. Other terms and conditions of this Service Schedule are
COURT PAPER
STATE OF CALIFORNIA
STD. 113 tREV. 8.72)
A-3
85 34769
COURT PAPER
STATE OF CALIPORNIA
STD. 113 (REV. 8.72>
8534769
1 set forth in the Agreement, and the terms and conditions of
2 this Service Schedules shall be construed together with those
3 of the Agreement.
4 10. The signatories hereto represent that they have been
5 appropriately authorized to enter into this Service Schedule A
6 on behalf of the Party for whom they sign.
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8 APPROVED AS TO FORM
CITY OF VERNON
1: By: c~i.iL~~}) ^~
By: ~-u~4.t:h~
Mayor Pro - Tem r
Date '~-/.-.) ,/>')
/
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12 ATTEST
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14 By:
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,
City Clerk
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16 APPROVED AS TO LEGAL
FORM AND SUFFICIENCY
DEPARTMENT OF WATER RESOURCES
OF THE STATE OF CALIFORNIA
17
~~~
Assistant Chief Counsel
By: ~y t /#4;
Deputy D~r J
Date Y/t; ~8-
/ .
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19 By:
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A-4
1
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ENERGY INTERCHANGE AGREEMENT
Between
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DEPARTMENT OF WATER RESOURCES
4
OF THE STATE OF CALIFORNIA
5
and
6
CITY OF VERNON
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SERVICE SCHEDULE B
EXCHANGE ENERGY INTERCHANGE
9 This Service Schedule B is agreed upon as a part of the
10 Energy Interchange Agreement ("Agreement") entered into as of
11 the 7.::t/::-day of if PI? / L
, 1988, between the Department
12 of Water Resources of the State of California ("DWR") and the
13 City of Vernon ("Vernon").
14 1. This Service Schedule shall be in effect concurrently
15 with the Agreement unless the Service Schedule is modified or
16 superseded by some other Service Schedule between the Parties,
17 or terminated by either Party upon thirty (30) days' advance
18 written notice to the other Party, but not before the
19 thirtieth (30th) day of September, 1988.
20 2. Energy exchange transactions will only occur when the
21 supplying Party has agreed to deliver and the receiving Party
22 has agreed to receive.
23 3. Insofar as practicable, hourly schedules for exchange
24 energy transactions shall be arranged between the dispatchers
25 or schedulers on a tentative basis at least 24 hours in
26 dvance, subject to later modification by the dispatchers or
27 chedulers. Schedules for exchange energy transactions may
COURT PAPER
STATE Of' CALIFORNIA
STD. 113 ,REV. 8,72.
B-1
8S 34 769
1 also be arranged between dispatchers on an hourly basis.
2 4. Exchange energy transactions shall be on a one-for-one
3 basis. The Party requesting such service shall pay the
4 applicable scheduling fees to Southern California Edison
5 Company (presently the scheduling fee is $645.00), plus any
6 interruptible transmission service fees incurred in the
7 delivery of the exchange energy, plus 3.6 millslkWh for
8 administrative costs to the receiving Party. The points of
9 delivery and receipt of the exchange energy transaction shall
10 be agreed upon by the dispatchers or schedulers.
11 5. In the event this Service Schedule is terminated
12 pursuant to Paragraph 1, the obligations of the Parties with
13 respect to the return and payment for energy shall continue
14 until all the energy is returned and all the payments due have
15 been made.
16 6. Unless otherwise agreed to by the Parties, spinning
17 reserve for exchange energy transactions shall be provided by
18 the receiving Party in accordance with good utility practice.
19 7. Other terms and conditions of this Service Schedule and
20 any supplemental Service Schedules are set forth in the
21 Agreement, and these Service Schedules shall be construed
22 together with the Agreement.
23 IIIII
24 IIIII
25 IIIII
26 IIIII
27 IIIII
COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. 8.72.
B-2
8534769
1 8. The signatories hereto represent that they have been
2 appropriately authorized to enter into this service Schedule B
3 on behalf of the Party for whom they sign.
COURT PAPER
STATe OF' CALIFORNIA
STD. 113 (REV. 9.72.
8534769
4
APPROVED AS TO FORM
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6 By: c~L~~~4
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ATTEST
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/""
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F---'
City Clerk
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,// / /' <~'- { L /~,.. ./
By:
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APPROVED AS TO LEGAL
13 FORM AND SUFFICIENCY
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,~
Assistant Chief Counsel
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By:
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hereby certify ~<Jt an conditions fot eXlllIlpb lilt forth
if, Slotlo Ad;nini'Irotiw ManIIoI Sedion j2(N hcwe '-tt
cOlTlp/;Od wid1 ond ltlis doc_'" it uempt frotn N'riew
"h-~:7""fr~4( .
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B-3
CITY OF VERNON
By: ~~ c:;, .?c ~i-hX?
Mayor Pro Tem I
March 23, 1988
Date
DEPARTMENT OF WATER RESOURCES
OF THE STATE OF CALIFORNIA
By:
COURT PAPER
STATE Of' CALIFORNIA
STD. 113 'REV. 8.72'
86 34769
1 11.4 This Agreement shall not be assigned without the
2 written consent of the other Party, which consent shall not be
3 unreasonably withheld.
4
ARTICLE XII
SIGNATURE CLAUSE
5
6 12.1 The signatories hereto represent that they have been
7 appropriately authorized to enter into this Agreement on behalf
8 of the Party for whom they sign.
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APPROVED AS TO FORM
CITY OF VERNON
10
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12 By: \)~j\) ( ~A II ~ D.
City Attorney -~
, ~
By: "/~//,~ C; U~__
Mayor Pro-Tem /
13
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FORM pr:::.,.C":v :-;-_.-:..;:.~-: _,.,,1 c:.,-. . s
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LtfX.,. :. ~ 'r.::' ~.: '-, H j;:' O.
A t" [.... ." '- \i ;:......
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ATTEST
15
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BY DiL~ cJi \
i
o~~Jf1i!fi.ou - RCES
OF CALIFORNIA
16
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City Clerk
By:
I
-.,i
17
APPROVED AS TO LEGAL
19 FORM AND SUFFICIENCY
20
~~
By: U~Z~
ts'eput;r;:.:torJ.
Date f:1 ~IJ~
...:.. ..'_ ~_, .. .', ~.,_ ........._..f'" _. ~___'
21
By:
22
23
241
I
Assistant Chief Counsel
.:;,,;#-
27
.t>_~__c_w~t\~__,..
25 'rsement
26 F....
ACCOUNT NO,
;80 0323
UtBIC. 80\&..
: _88
2184
-.
'y c.tlfy upon my 0WIl peratnO! ~..... that ill.
~red beIonce 01 the cIopertmentaI bucItot prcwIsIon ..-.. Contract 8--5673
..,j above II a>rn!d,
~. No. ___________or &R. No. ___________,)
1lONAT\R OF
STATE OF CALFORNIA
DATE
STATE OF CALIFORNIA-THE RESOURCES AGENCY
GEORGE DEUKMEJIAN, Governor
DEPARTMENT OF WATER RESOURCES
1416 NINTH STREET, P.O. BOX 942836
SACRAMENTO, CA 9423(H)()() 1
(916) 445-9248
April 27, 1988
Mr. Bruce V. Malkenhorst
City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Mr. Malkenhorst:
Energy Interchange Agreement between the Department of Water Resources and the
City of Vernon - Contract No. B5673l
Enclosed is a fully executed duplicate original of the Energy Interchange
Agreement between the Department of Water Resources and the City of Vernon
Contract No. B5673l. Pursuant to Article VII, Section I, DWR designates Mr.
Richard D. Jones, Chief Dispatcher, as our Operating Representative under this
agreement. He may be reached at (916) 445-2052.
If you or your staff have any questions regarding this Agreement, please call
me at (916) 322-3802.
Sincerely,
x::2~if~
/
Dan Herdocia, Chief
Power Contracts Branch
Energy Division
Enclosure
cc: City of Vernon
c/o City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Mr. David B. Brearley
City Attorney
City of Vernon
2440 S. Hacienda Boulevard #223
Hacienda Heights, CA 91745
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COURT PAPER
Sl'ATE 0" CALIFORNIA
STD. 113 IREV. e.72}
85 34769
APR 6 - m8
APR . 7 GS8 OA
DWR Contract No.
B56731
ENERGY INTERCHANGE AGREEMENT
between
DEPARTMENT OF WATER RESOURCES
OF THE STATE OF CALIFORNIA
and
CITY OF VERNON
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6
7
8
9
10 Article
11 I.
12 II.
13 III.
14 IV.
15 V.
16 VI.
17 VII.
18 VIII.
19 IX.
20 X.
21 XI.
22 XII.
ENERGY INTERCHANGE AGREEMENT
Between
DEPARTMENT OF WATER RESOURCES
OF THE STATE OF CALIFORNIA
and
CITY OF VERNON
TABLE OF CONTENTS
Title
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .
Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Points of Delivery.............................
Service to be Rendered.........................
Operating Data.................................
Settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liab i 1 i ty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uncontrollable Forces..........................
Nondiscrimination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Provisions.............................
Signature Clause...............................
23
24 Service Schedule A - Economy Energy Interchange
25 Service Schedule B - Interruptible Energy Exchange
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27
COURT PAPER
ST"TlE OF C#.LIFORNIA
STD. 113 ,REV. 9-72\
85 34769
Page
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COURT PAPER
STo\TlE OF C#.LIFORNIA
STO. 113 (REV. 9.72\
85 34769
1
2
ENERGY INTERCHANGE AGREEMENT
Between
3
DEPARTMENT OF WATER RESOURCES
4
OF THE STATE OF CALIFORNIA
5
and
6
CITY OF VERNON
7
THIS ENERGY INTERCHANGE AGREEMENT, hereinafter referred
8 to as the "Agreement", is by and between the DEPARTMENT OF
9 WATER RESOURCES of the State of California, hereinafter
10 referred to as "DWR" and CITY OF VERNON, hereinafter referred
11 to as "Vernon"; each of which is referred to individually as
12 "Party" and which are collectively referred to as "Parties".
13
WHEREAS, Vernon is engaged in the generation,
14 transmission andlor distribution of electric power and energy;
15
WHEREAS, DWR and Vernon are interconnected with each
16 other and with other power systems through third parties'
17 systems;
18
WHEREAS, the Parties each maintain generating capacity
19 for use in their respective systems and believe that the
20 purchase and interchange of power between their respective
21 systems will provide substantial benefits to the Parties and
22 their customers, including more efficient use of generating
23 capacity, and general economies gained through interchange of
24 energy;
25 I I I I I
26 IIII
27 IIII
-1-
1
NOW, THEREFORE, it is hereby agreed to as follows:
2
3
ARTICLE I
PURPOSE
4
1.1 The primary purpose of the Parties in entering into
5
this Agreement is to provide for the interchange of power and
6
energy between the electric systems of the Parties and to
7
establish the terms and conditions of such exchanges.
8
ARTICLE II
TERM
9 2.1 This Agreement shall become effective upon execution by
10 both parties and approval by the California Department of
11 General Services and shall terminate on December 31, 2013
12 unless terminated earlier by either Party upon thirty (30) days
13 advance written notice to the other Party.
14
15
ARTICLE III
POINTS OF DELIVERY
16
3.1 The Parties are interconnected, directly or through
17
third parties, at the Midway and Vincent Substations which
shall be a Points of Delivery hereunder.
18
19
3.2 Other delivery points may be established by the
Operating Representatives.
20
21
ARTICLE IV
SERVICES TO BE RENDERED
22 4.1 Inasmuch as the specific services to be rendered will
23 vary during the term of this Agreement, and the terms,
24 conditions, arrangements, and rates depend upon the conditions
25 existing from time to time, it is intended that the specific
26 services and the terms, conditions, arrangements, and rates
27 applicable to such services will be set forth in Service
COURT PAPER
STATE OF CALIFORNIA,
STD. 113 (REV. 9.72)
-2-
8534769
1 Schedules formulated between the Parties. Such Service
2 Schedules, when executed by both Parties and approved by the
3 California Department of General Services, shall become parts
4 of this Agreement during the periods established by their
5 respective terms and any such Service Schedule may be modified
6 or terminated in accordance with its terms.
7 4.2 "Service Schedule A - Economy Energy Interchange" and
8 "Service Schedule B - Interruptible Energy Exchange" are
9 attached hereto and incorporated in this Agreement describing
10 the services being provided initially under this Agreement.
11 4.3 In the event of any conflict between the terms of this
12 Agreement and any Service Schedule approved and executed by the
13 Parties, the terms of the Service Schedule shall govern.
14
15
ARTICLE V
OPERATING DATA
17
5.1 Each Party shall make available to the other Party
operating data to the extent that such data may from time to
time be needed by the Operating Representatives in the
discharge of their responsibilities hereunder or may be needed
16
18
19
20
in connection with load dispatching and energy accounting for
transactions hereunder.
21
22
ARTICLE VI
SETTLEMENTS
23 6.1 All power transactions hereunder shall be accounted for
24 on the basis of scheduled hourly quantities. All dispatchers
25 involved in the transactions shall maintain records of hourly
26 chedules for accounting and operating purposes.
27 / / / /
;~~:~:~~~RNIA - 3-
STD. 113 'REV. 9.72'
8534769
1 6.2 The accounting period for transactions hereunder shall
2 be one calendar month.
3 6.3 On or before the 10th day of the month following a
4 month in which transactions occur, the Party making deliveries
5 shall render a bill to the receiving Party for such
6 transactions. Parties shall pay bills on or before the later
7 of (i) the 25th day of the month or (ii) the 20th day following
8 receipt of the bill. Amounts which are not paid on or before
9 the due date shall thereafter accrue interest at the rate of
10 one percent (1%) per month or the maximum rate permitted by
11 law, whichever is less, from the due date to the date payment
12 is received.
13 6.4 In the event any amount on any bill is in dispute, the
14 disputed amount shall be paid under protest when due. Upon
15 determination of the correct billing amount, the proper
16 adjustment shall be paid promptly after the determination, with
17 interest accrued at the rate of one percent (1%) per month or
18 the maximum rate permitted by law whichever is less computed
19 from the date payment is received.
20 6.5 Each Party reserves the right to audit any costs,
21 payments, settlements, or other supporting information
22 pertaining to this Agreement. Any such audit(s) shall be
23 undertaken by the requesting Party or its representative(s) at
24 its own expense at reasonable times and in conformance with
25 generally accepted auditing standards. The Party being audited
26 agrees to fully cooperate with any such audit(s).
27 IIIII
COURT PAPER
STATE OF CALIFORNIA
STD. 1 \3 'REV. 9.721
-4-
as 34769
1
6.6 All billings and payments mailed by Vernon to DWR
2 shall be addressed to:
3
4
Department of Water Resources
Attention: General Accounting Office
Contract No. B56731
P. O. Box 942836
Sacramento, CA 94236-0001
6 DWR may at any time, by written notice to Vernon, change the
5
7 address to which billings and payments shall be sent.
8
6.7 All billings and payments mailed by DWR to Vernon shall
9 be addressed to:
10
City of Vernon
Attention: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
11
12
13 Vernon may at any time, by written notice to DWR, change the
14 address to which billings and payments shall be sent.
15
ARTICLE VII
ADMINISTRATION
16
17 7.1 The Parties shall establish "Operating Representatives"
18 to ensure cooperation and to enable the Parties to deal on a
19 prompt and orderly basis with the various operating and
20 technical problems which arise in connection with delivery of
21 power and energy in accordance with approved Service Schedules.
22 7.2 Each Party shall notify the other Party within thirty
23 days of the effective date of this Agreement of the designation
24 of its Operating Representative. Each Party shall notify the
25 other Party of any subsequent changes in its designation of
26 Operating Representative. The Operating Representatives shall
27 be authorized on behalf of the Party appointing such person to
COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. 9.721
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8534769
1 act with respect to those matters designated as
2 responsibilities of the Operating Representatives. The
3 responsibilities of the Operating Representatives shall be:
4
(a)to establish procedures (consistent with the
5 provisions hereof) to guide dispatchers and schedulers as to
6 matters affecting rate of delivery of energy, interchange of
7 energy, and other similar operating matters;
8
(b)to establish arrangements for communication and
9 implementation of operating procedures;
10
(c)to establish additional points of delivery as
11 required;
12
(d)to do such other things as are provided for herein;
13 provided, that the Operating Representatives shall have no
14 authority to modify any of the provisions of this Agreement.
15 7.3 The establishment of any procedures or practice and any
16 other action or determination by the Operating Representatives
17 shall be effective upon execution by the Operating
18 Representative of both Parties or at some mutually agreed to
19 date subsequent to execution.
20
ARTICLE VIII
LIABILITY
21
22 8.1 Except for any loss, damage, claim, cost, charge, or
23 expense resulting from Willful Action, neither Party, its
24 directors, officers, or employees shall be liable to the other
25 Party for any direct, indirect or consequential loss, damage,
26 claim, cost, charge, or expense of any kind or nature incurred
27 by the other Party (whether or not resulting from the
COURT PAPER
STATIE 0,. CALIFORNIA
STD. 113 'REV. 8.72.
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8534769
1 negligence of a Party, its directors, officers, employees, or
2 any person or entity whose negligence would be imputed to such
3 Party) resulting from the performance or non-performance of the
4 obligations of a Party under this Agreement; and each Party
5 releases the other Party, its directors, officers, and
6 employees from any such liability.
7 8.2 Except for liability resulting from Willful Action of
8 the other Party, a Party whose electric customer shall make a
9 claim or bring an action against the other Party for any death,
10 injury, loss, or damage arising out of electric service to such
11 customer, which death, injury, loss or damage arises out of a
12 Party's performance or non-performance of its obligations under
13 this Agreement, shall indemnify and hold harmless, to the
14 extent permitted by law, the other Party, its directors,
15 officers and employees from and against any liability for such
16 death, injury, loss or damage. For the purpose of this Section
17 8, the term "electric customer" shall mean an electric
18 consumer, except an electric utility system to which power is
19 delivered for resale.
20 8.3 Except for liability resulting from Willful Action of
21 he other Party, a Party whose employee shall make a claim or
22 ring an action against the other Party for any death, injury,
23 oss or damage arising out of a Party's performance or non-
24 erformance of its obligations under this Agreement and
25 ccurring in connection with such employee's employment, shall
26 and hold harmless, to the extent permitted by law,
27
COURT PAPER
STATIE OF CALIFORNIA
STD. 113 'REV. 9.72\
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8534769
1 the other Party, its directors, officers and employees for such
2 death, injury, loss or damage.
3 8.4 For the purpose of this section Willful Action shall be
4 defined as:
5
8.4.1 Action taken or not taken by a Party at the
6 direction of its directors, officers or employees having
7 management or administrative responsibility affecting its
8 performance under this Agreement, which action is knowingly or
9 intentionally taken or not taken with conscious indifference to
10 the consequences thereof or with intent that injury or damage
11 would result or would probably result therefrom.
12
8.4.2 Action taken or not taken by a Party at the
13 direction of its directors, officers or employees having
14 management or administrative responsibility affecting its
15 performance under this Agreement, which action has been
16 determined by final arbitration award or final judgement or
17 judicial decree to be a material default under this Agreement
18 and which occurs or continues beyond the time specified in such
19 arbitration award or judgement or judicial decree for curing
20 such default or, if no time to cure is specified therein,
21 occurs or continues thereafter beyond a reasonable time to cure
22 such default.
23
8.4.3 Action taken or not taken by a Party at the
24 direction of its directors, officers or employees
25 havingmanagement or administrative responsibility affecting its
26 performance under this Agreement, which action is knowingly or
27 intentionally taken or not taken with the knowledge that such
COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. 9.72.
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85 34769
1 action taken or not taken is a material default under this
2 Agreement.
3
8.4.4 Willful Action does not include any act taken or
4 not taken which is merely involuntary, accidental or negligent.
5
8.4.5 The phrase "employees having management or
6 administrative responsibility", as used in this Section 8 means
7 the employees of a Party who are responsible for one or more of
8 executive functions of planning, organizing, coordinating,
9 directing, controlling and supervising such Party's performance
10 under this Agreement with responsibility for results.
11
12
ARTICLE IX
UNCONTROLLABLE FORCES
13 9.1 Neither Party shall be considered to be in default in
14 the performance of any of its obligations under this Agreement
15 (other than obligations of the Parties to make paYment for
16 bills rendered pursuant to this Agreement) when failure of
17 performance shall be due to uncontrollable forces. The term
18 "uncontrollable forces" shall mean any cause beyond the control
19 of the Party unable to perform such obligation, including, but
20 not limited to, failure of or threat of failure of facilities,
21 flood, earthquake, storm, drought, fire, pestilence, lighting
22 and other natural catastrophes, epidemic, war, riot, civil
23 disturbance or disobedience, strike, labor dispute, labor or
24 material shortage, sabotage, government priorities and
25 restraint by court order or public authority, and action or
26 on-action by or inability to obtain the necessary
27 uthorization or approval from any governmental agency or
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ST.\TE OF CALIFORNIA
STD. 113 'REV. 9.72\
85 34769
"
1 authority, which by exercise of due diligence such Party could
2 not reasonably have been expected to avoid and which by
3 exercise of due diligence it has been unable to overcome.
4 Nothing contained in this Section 9.1 shall be construed as to
5 require a Party to settle any strike or labor dispute in which
6 it may be involved.
7
ARTICLE X
NONDISCRIMINATION
8
9 10.1 During the performance of this contract the Parties
10 shall not deny the contract's benefits to any person on the
11 basis of religion, color, ethnic group identification, sex,
12 age, physical or mental disability, nor shall they discriminate
13 unlawfully against any employee or applicant for emploYment
14 because of race, religion, color, national origin, ancestry,
15 physical handicap, mental disability, medical condition,
16 marital status, age (over 40), or sex. Each Party shall insure
17 that the evaluation and treatment of employees and applicants
18 for emploYment are free of such discrimination.
ARTICLE XI
GENERAL PROVISIONS
19
20
21 11.1 A waiver at any time by a Party of its rights with
22 respect to a default under this Agreement, or with respect to
23 any other matter arising in connection with this Agreement,
24 shall not be deemed a waiver with respect to any subsequent
25 default or matter. No delay, short of the statutory period of
26 limitation, in asserting or enforcing any right hereunder shall
27 be deemed a waiver of such right.
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STATE 0" CALIFORNIA
STD. 113 'REV. 9.721
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8534769
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1
11.2 Any formal notice, demand or request provided for in
2 this Agreement, or served, given or made in connection with it,
3 shall be in writing and shall be deemed properly served, given
4 or made if delivered in person or sent by United states mail,
5 postage prepaid, to the person specified unless otherwise
6 provided for in this Agreement:
7
To or upon DWR
Chief-Energy Division
Department of Water Resources
P. O. Box 942836
Sacramento, CA 94236-0001
8
9
10
To or upon Vernon
City of Vernon
clo City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
11
12
13
with a copy to:
City of Vernon
clo City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
14
15 A Party may at any time, by written notice, change the
16 designation or the address of the person so specified. This
17 Section does not apply to notices and requests of a routine
18 character in connection with delivery or receipt of power and
19 energy in connection with operation of facilities. Such
20 notices and requests shall be given in such manner as agreed to
21 by the Operating Representatives.
22 11.3 The Parties do not intend to create rights in, or to
23 grant remedies to, any third party as a beneficiary of this
24 Agreement or any duty, covenant, obligation or undertaking
25 established under this Agreement.
26 IIII
27 IIII
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STD, 113 ,REV. 9.72\
85 34769