Resolution No. 5700
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RESOLUTION NO. 5700
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A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF VERNON APPROVING AND AUTHORIZING
THE EXECUTION OF A POWER SALE AGREEMENT
NO. 3 (1991-93) BY AND BETWEEN THE
DEPARTMENT OF WATER RESOURCES OF THE STATE
OF CALIFORNIA AND THE CITY OF VERNON
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WHEREAS, the City of Vernon has been purchasing firm
capacity and associated energy from the Department of Water
Resources of the State of California (DWR) since January 1,
1987; and
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WHEREAS, the ci ty of Vernon is currently purchasing
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12 calendar years 1989-90 pursuant to an existing Power Sale
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Agreement No.2; and
WHEREAS, the City council of the City of Vernon and the
DWR wish to enter into a Power Sale Agreement No. 3 (1991-93) to
provide for the purchase of firm capacity and associated energy
from the DWR during the calendar years 1991-93.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the city of Vernon
21 hereby finds and determines that the recitals contained
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hereinabove are true and correct.
SECTION 2: The City Council of the City of Vernon
24 hereby approves the Power Sale Agreement No.3, a copy of which
25 has been presented to the City Council concurrently with this
26 resolution, and the City Council hereby orders said Agreement to
27 be received and filed by the City Clerk.
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SECTION 3:
The city council of the City of Vernon
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hereby authorizes the Mayor and the city Clerk to execute said
Agreement for, and on behalf of, the City of Vernon.
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SECTION 4: The City Clerk of the City of Vernon shall
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certify to the passage of this resolution and thereupon and
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thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 19th day of December, 1989.
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ATTEST:
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12 BRUCE V. MALKENHORST,
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- ONIS C. MA URG, M or
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 5700, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly
held on Tuesday, December 19. 1989, and thereafter duly signed
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by the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST,
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DWR Contract No. E-164391
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POWER SALE AGREEMENT NO. 3 (1991-93)
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BETWEEN
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DEPARTMENT OF WATER RESOURCES
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OF THE STATE OF CALIFORNIA
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AND
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THE CITY OF VERNON
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COURT PAPER
STATE OF CALIFORNIA
STO, 113 IREV. 8.721
85 34 769
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COURT PAPER
STATE of CALIFORNIA
STD. 113 tREv. 8.721
85 34769
CITY OF VERNON
DEPARTMENT OF WATER RESOURCES OF THE STATE OF CALIFORNIA
POWER SALE AGREEMENT NO. 3 (1991-93)
PARTIES: The Parties to this Agreement are: City of Vernon "Vernon"
and the Department of Water Resources of the State of California
"DWR"; hereinafter sometimes referred to individually as "Party" and
collectively as "Parties".
RECITALS: This Agreement is made with reference to the following
facts, among others:
2.1 Vernon is a utility engaged in the business of generation and
distribution of electric power and energy in the State of
California.
2.2 DWR is engaged in the operation of the State Water Resources
Development System pursuant to the laws of the State of
California, including the generation, transmission, sale and
purchase of electric power and energy.
2.3 Vernon is purchasing firm capacity and associated energy from
DWR for the calendar years 1989-90 pursuant to an existing Power
Sale Agreement.
2.4 Vernon and DWR desire to enter into this Agreement providing for
the sale of firm capacity and associated energy during the
calendar years 1991-93.
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AGREEMENT: The Parties agree as follows:
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COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. 8.721
85 34769
TERM: This Agreement shall become effective on the date when it has
been executed by both parties and approved by the Department of
General Services of the State of California. This Agreement shall
terminate on December 31, 1993.
PRECEDENT TO DELIVERY:
5.1 Vernon shall make best efforts to obtain the transmission
service required for this transaction from Southern California
Edison Company in a timely manner and shall keep DWR informed of
its progress in obtaining such transmission service.
5.2 Prior to scheduling capacity and receiving energy from DWR under
this Agreement, Vernon shall provide DWR with a written notice
on or before October 15, 1990 confirming Vernon's ability to
receive scheduled energy from DWR under a transmission service
Agreement with Southern California Edison Company. If Vernon
fails to provide such written notice on or before
October 15, 1990, DWR shall, at its sole discretion, have the
right to terminate this contract unless DWR extends to Vernon
additional time to provide such written notice.
CAPACITY AND ENERGY:
During the term of this Agreement, DWR shall make available to
Vernon and Vernon shall accept from and pay DWR for firm
capacity and associated energy as follows:
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COURT PAPER
STATE OF CALIFORNIA
STD. 113 ,REV. 8-721
8f> 34 769
6.1.1
For the months of May through October, DWR shall make
available to Vernon and Vernon shall accept from and pay
DWR for 98 MW of firm capacity. Except as provided in
Section 6.2, Vernon shall take and pay for 1372 MWh of
firm associated energy each Workday. The firm capacity
and associated energy supplied pursuant to this Section
6.1.1 shall be delivered between 0900 to 2300 hours
each Workday.
6.1.2
For the months of January, February, March, April,
November and December, DWR shall make available to and
Vernon shall accept from and pay DWR for 67 MW of firm
capacity. Except as provided in Section 6.2, Vernon
shall take and pay for 938 MWh of firm associated energy
each Workday. The firm capacity and associated energy
supplied pursuant to this Section 6.1. 2 shall be
delivered between 0800 to 2200 hours each Workday.
Vernon may reduce its obligations to accept and pay DWR for
associated energy supplied pursuant to Section 6.1 during (i)
the day before and the day after a holiday, and (ii) one week
before and one week after Christmas, or (iii) under operational
constraints, but to no less than 95% energy factor for a given
calendar month. Such reduction in schedule of associated energy
shall not be for the purpose of allowing Vernon to purchase off~
system energy unless such energy is associated with firm
capacity made available pursuant to a written agreement.
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"Workday" shall mean each Monday through Friday, except the
following holidays: New Year's Day, Christmas Day, Independence
Day, Thanksgiving Day, Memorial Day, Labor Day, Veteran's Day
and Washington's Birthday. If any of the above named holidays
is a Sunday, the following Monday shall not be considered a
workday.
If DWR is unable to deliver or Vernon is unable to receive the
full amount of associated energy scheduled during any hour due
to an uncontrollable force, the amount of associated energy
Vernon is obligated to take and pay for shall be reduced by the
amount of such energy not delivered or received unless otherwise
agreed between the Parties. Except as provided in Section 8.2,
an uncontrollable force shall not reduce Vernon's obligation to
pay for capacity made available by DWR.
For the year 1993, either Party may reduce the amount of
capacity and associated energy by providing written notice to
the other Party on or before September 30, 1990.
7. SCHEDULING AND DISPATCHING:
Unless otherwise agreed by the Parties' dispatchers and
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COURT PAPER
STATE OF CAL.IFORNIA
STD. 113 (REV. 8.721
85 34 769
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schedulers, schedules for associated energy deliveries, pursuant
to Section 6.1, shall be confirmed no later than 1100 hours on
each workday prior to the day of such schedules.
Deliveries of associated energy shall be deemed to be made
during the hours and in the amounts so scheduled, provided that
if deliveries of associated energy are interrupted, the
schedules for delivery of associated energy during such
interruption shall be amended to reflect such interruption.
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COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. 8.721
85 34769
CHARGES:
8.1 Vernon shall pay DWR a monthly capacity charge as follows:
In the year 1991; $6.00 per kilowatt.
In the year 1992; $6.00 per kilowatt.
In the year 1993; $6.50 per kilowatt.
8.2 In the event of a single transmission line outage of the
existing California AC Intertie Transmission Lines, and if (i)
DWR is unable, after using its best effort, to meet its
obligations under Section 6.1 of this Agreement, and (ii) if a
payment is made to SCE or any other third party, by Vernon for
increased billing demand or replacement capacity, the monthly
capacity charge for the capacity curtailed and for which
payments were made shall be waived for that month.
8.3 If, due to a curtailment lasting 30 consecutive days or more
caused by one or more uncontrollable force events, DWR is unable
to make capacity available to Vernon, as provided hereunder, and
payments for replacement capacity are made by Vernon to SCE or
any other third party for two or more continuous calendar
months, the monthly capacity charge for the capacity curtailed
in the second and successive calendar months shall be waived by
DWR.
8.4 Vernon shall pay DWR for each kilowatt-hour of associated energy
scheduled and delivered as follows:
In the year 1991; 28.4 mills per kilowatt-hour.
In the year 1992; 29.6 mills per kilowatt-hour.
In the Year 1993; 32.0 mills per kilowatt-hour.
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HARDSHIP: In the event that SCE or the Federal Energy Regulatory
2 Commission changes the on-peak and mid-peak hours during which Vernon
3 incurs demand charges for the partial requirements capacity and
4 associated energy that Vernon would otherwise purchase from SCE, the
5 Parties agree to renegotiate the hours of delivery under this
6 Agreement in an attempt to satisfy the intent of this Agreement to
7 provide firm capacity and associated energy during such on-peak and
8 mid-peak periods.
9 10. POINT OF DELIVERY: The Point of Delivery hereunder shall be the
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Vincent Substation, or such other point of delivery to which the
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Parties' dispatchers or schedulers mutually agree.
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BILLING AND PAYMENT:
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Bills under this Agreement shall be rendered monthly by DWR to
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Vernon for capacity made available and associated energy
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scheduled and delivered to Vernon during the preceding month.
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Vernon shall pay such bills within twenty (20) calendar days
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after receipt thereof.
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11.2
Bills or portions of bills which are not paid when due shall
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thereafter bear interest at the rate of one (1) percent per
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month or at the maximum rate of interest allowed by law,
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whichever is less, from the date payment is due until such
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payment is received by DWR. Such interest charge shall also
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COU RT PAPER - 6-
STATE OF CALIFORNIA
STD. 113 (REV. 8.72)
85 34769
COURT PAPER
STATE OF CALIFORNIA
STD. 113 <REV, 8,72'
85 34769
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and thereafter determined to be proper. If a payment is made
and later determined to be improper, said payment shall be
returned with interest to the date of return. Remittances
received by mail will be accepted without assessment of such
charges where the postmark indicates the payment was mailed on
or before the due date.
All billings to Vernon shall be sent to:
City of Vernon
Attention: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
All payments to DWR shall be sent to:
Department of Water Resources
Attention: General Accounting Office
P. O. Box 942836
Sacramento, CA 94236-0001
Contract No. E-16439l
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UNCONTROLlABLE FORCES:
Neither Party shall be considered to be in default in the
performance of any of its obligations under this Agreement
(other than obligations of Vernon to make payment for bills
rendered pursuant to this Agreement) when failure of
performance shall be due to uncontrollable forces. The term
"uncontrollable forces" shall mean any cause beyond the
control of the Party unable to perform such obligations,
including, but not limited to, failure of or threat of failure
of facilities, flood, earthquake, storm, drought, fire,
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COURT PAPER
STATE OF CALIFORNIA
STD. 113 tREV. 8-721
85 34769
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pestilence, lightning and other natural catastrophes,
epidemic, war, riot, civil disturbance or disobedience,
strike, labor dispute, labor or material shortage, sabotage,
government priorities and restraint by court order or public
authority and action or non-action by or inability to obtain
the necessary authorizations or approvals from any
governmental agency or authority which by exercise of due
diligence such Party could not reasonably have been expected
to avoid and which by exercise of due diligence it has been
unable to overcome. Nothing contained in this Section 11
shall be construed as to require a Party to settle any strike
or labor dispute in which it may be involved.
Any Party rendered unable to fulfill any of its obligations
under this Agreement by reason of an uncontrollable force
shall give prompt oral notice and timely written notice of
such fact to the other Party and shall exercise due diligence
to remove such inability with all reasonable dispatch.
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LIABILITY:
Except for any loss, damage, claim, cost, charge, or expense
resulting from Willful Action, neither Party, its directors,
officers, or employees shall be liable to the other Party for
any direct, indirect, or consequential loss, damage, claim,
cost, charge, or expense of any kind or nature incurred by the
other Party (whether or not resulting from the negligence of a
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COURT PAPER
STATE OF CAt..IFORNIA
STD. 113 lREV. 8.721
85 34769
Party, its directors, officers, employees, or any person or
entity whose negligence would be imputed to such Party)
resulting from the performance or non-performance of the
obligations of a Party under this Agreement; and each Party
releases the other Party, its directors, officers, and
employees from any such liability_
Except for liability resulting from Willful Action of the
other Party, a Party whose electric customer shall make a
claim or bring an action against the other Party for any
death, injury, loss or damage arising out of electric service
to such customer, which death, injury, loss or damage arises
out of a Party's performance or non-performance of its
obligations under this Agreement, shall indemnify and hold
harmless, to the full extent permitted by law, the other
Party, its directors, officers and employees from and against
any liability for such death, injury, loss or damage. For the
purpose of this Section 13, the term "electric customer" shall
mean an electric consumer, except an electric utility system
to which power is delivered for resale.
Except for liability resulting from Willful Action of the
other Party, a Party whose employee shall make a claim or
bring an action against the other Party for any death, injury,
loss or damage arising out of a Party's performance or
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COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. 8.721
as 34769
non-performance under this Agreement and occurring in
connection with such employee's employment, shall indemnify
and hold harmless, to the extent permitted by law, the other
Party, its directors, officers and employees for such death,
injury, loss or damage.
For the purpose of this Section 13, Willful Action shall be
defined as:
13.4.1
Action taken or not taken by a Party at the
direction of its directors, officers or employees
having management or administrative responsibility
affecting its performance under this Agreement,
which action is knowingly or intentionally taken or
failed to be taken with conscious indifference to
the consequences thereof or with intent that injury
or damage would result or would probably result
therefrom.
13.4.2
Action taken or not taken by a Party at the
direction of its directors, officers or employees
having management or administrative responsibility
affecting its performance under this Agreement,
which action has been determined by final
arbitration award or final judgment or judicial
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COURT PAPER
STATE OF CALIFORNIA
STD. 113 (REV. e.721
85 34769
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decree to be a material default under this .Agreement
and which occurs or continues beyond the time
specified in such arbitration award or judicial
decree for curing such default or, if no time to
cure is specified therein, occurs or continues
thereafter beyond a reasonable time to cure such
default.
Action taken or not taken by a Party at the
direction of its directors, officers or employees
having management or administrative responsibility
affecting its performance under this Agreement,
which action is knowingly or intentionally taken or
failed to be taken with the knowledge that such
action taken or failed to be taken is a material
default under this Agreement.
Willful Action does not include any act or failure
to act which is merely involuntary, accidental or
negligent.
The phrase "employees having management or
administrative responsibility", as used in this
Section 13, means the employees of a Party who are
responsible for one or more of the executive
functions of planning, organizing, coordinating,
directing, controlling and supervising such Party's
performance under this Agreement with responsibility
for results.
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WAIVERS: Any waiver at any time by either Party of its rights with
respect to a default under this Agreement, or with respect to any
other matter arising in connection with this Agreement, shall not be
deemed a waiver with respect to any subsequent default or other
matter arising in connection therewith or otherwise. Any delay,
short of the statutory period of limitation in asserting or enforcing
any right, shall not be deemed a waiver of such right.
NOTICES: Except as otherwise provided in this Agreement, any notice,
demand, or request provided for in this Agreement, or served, given,
or made in connection with this Agreement, shall be in writing and
shall be deemed properly served, given or made if delivered in person
or sent by United States mail, postage prepaid, to the persons
specified below:
To or upon Vernon:
City of Vernon
c/o City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
with a copy to:
City of Vernon
c/o City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
To or upon DWR:
Department of Water Resources
c/o Power Manager, Division of Operations and Maintenance
P. O. Box 942836
Sacramento, CA 94236-0001
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Either Party may, at any time by notice to the other Party, change the
designation or address of the person so specified as the one to receive
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notices pursuant to this Agreement.
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COURT PAPER
STATE of CAL.IFORNIA
STD. 113 IREV. 8.721
85 34 769
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COURT PAPER
STATE OF CALIFORNIA
$TD 113 ,REV. .8,721
Il5 34769
NONDISCRIMINATION: During the performance of this Agreement the
Parties shall not deny the Agreements's benefits to any person on the
basis of religion, color, ethnic group identification, sex, age,
physical or mental disability, nor shall they discriminate unlawfully
against any employee or applicant for employment because of race,
religion, color, national origin, ancestry, physical handicap, mental
disability, medical condition, marital status, age (over 40), or sex.
Each Party shall insure that the evaluation and treatment of
employees and applicants for employment are free of such
discrimination.
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ASSIGNMENTS: This Agreement shall not be assigned without the
written consent of the Parties, which consent shall not be
unreasonably withheld.
SIGNATURE CLAUSE: The signatories to this Power Sale Agreement
represent that they have been appropriately authorized to enter into
this Agreement on behalf of the Party for whom they sign.
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APPROVED AS TO FORM
CITY OF VERNON
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By: \~!~. G.~
City Attorney ,
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Date: 12/19/89
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ATTEST
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By:
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L/d~
City Clerk
APPROVED AS TO LEGAL
FORM AND SUFFICIENCY
DEPARTMENT OF WATER RESOURCES
OF THE STATE OF CALIFORNIA
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21 Assistant Chief Counsel
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COURT PAPER
STATE OF CALtFoRNIA
STD. 1 13 (REV. 8.72)
85 34769
By:
Deputy Director
Date:
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