Resolution No. 5807
WHEREAS, Southern California Edison Company ("Edison")
contracted with Container corporation of America and Sunlaw
11 Corporation ("Cogeneration Operators") to purchase all capacity
12 and associated energy produced by three cogeneration units
13 operated by the Cogeneration Operators; and
14 WHEREAS, Edison has installed revenue metering,
15 including current transformers ("CTs") and potential
16 transformers ("PTs"), on Vernon's 66 kV transmission system at
17 the three cogeneration units within Vernon ("Cogeneration
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RESOLUTION NO. 5807
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF VERNON APPROVING AND AUTHORIZING
THE EXECUTION OF A LETTER AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND SOUTHERN
CALIFORNIA EDISON COMPANY FOR VERNON TO
PROVIDE CERTAIN SERVICES REQUIRED FOR THE
MAINTENANCE OF EDISON OWNED CURRENT
TRANSFORMERS AND POTENTIAL TRANSFORMERS
INSTALLED ON THREE COGENERATION UNITS
LOCATED WITHIN VERNON
18 SUbstations")
to determine the amount of capacity and
19 associated energy produced by each cogeneration uni t and the
20 time period during which the capacity and associated energy was
21 produced; and
22 WHEREAS, the CTs and PTs were installed on Vernon's 66
23 kV transmission system due to space limitations at the
24 Cogeneration Substations and for economic reasons; and
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WHEREAS, the CTs and PTs are also used by Edison to
26 determine the amount of capacity and associated energy Edison
27 sells to Vernon each month under the FERC resale Rate Schedule
28 R-7.2 or its successors and are also used for Vernon's revenue
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metering to determine the a~ount of capacity and associated
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energy Vernon sells to t~e Cogeneration Operators when the
cogeneration uni ts are no1i: producing capaci ty and associated
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energy; and
WHEREAS, Vernon .nd Edison desire to enter into a
letter agreement to establish the terms and conditions whereby
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Vernon shall provide certaih services to Edison required for the
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testing, repair andlor repl~cement of metering CTs and PTs.
NOW, THEREFORE, B~ IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLO~S:
SECTION 1: The ~ity Council of the City of Vernon
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finds and determ~nes
recitals
contained
hereby
that
the
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hereinabove are true and cOFrect.
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SECTION 2: The ~ity Council of the city of Vernon
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hereby approves the Letter!Agreement, a copy of which has been
presented to the City Coun~il concurrently with this resolution
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and the City Council herebt orders said Letter Agreement to be
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received and filed by
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the ciity Clerk.
The ~ity Council
of the City of Vernon
SECTION 3:
hereby authorizes the Mayor and the City Clerk to execute said
Letter Agreement for, and oin 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 7th day of August, 1990.
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8 ATTEST: ~ ~..>'
B&:V' KALKENIIORST, city Clerk
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STATE OF CALIFORNIA )
2 )ss
COUNTY OF LOS ANGELES )
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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. 5807, was duly adopted by the City Council of the
city of Vernon at a regular meeting of the City Council duly
held on Tuesday, Auqust 7, 1990. and thereafter duly signed by
the Mayor of the City of Vernon.
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/f---- /~
BRtJCE V. MALKENHORST, ci ty Clerk
( SEAL)
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Southern California Edison Company
P. O. BOX 800
2244 WALNUT GROVE AVENUE
ROBERT DIETCH
VICE: PRE:SIDE:NT
ROSEMEAD, CALlF"ORNIA 91770
TE:LE:PHONE:
818-302.4144
August 2, 1990
City of Vernon
City Hall
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mr. Bruce V. Malkenhorst
City Administrator/City Clerk
Gentlemen:
Subject: Letter Agreement Between Vernon and Edison for Vernon
to Provide Certain Services Required for the
Maintenance of Edison Owned Current Transformers and
Potential Transformers Installed on Three Cogeneration
Units Located Within Vernon
The purpose of this Letter Agreement is to establish the terms
and conditions whereby the City of Vernon ("Vernon") shall
provide certain services to the Southern California Edison
Company ("Edison") required for the testing, repair and/or
replacement of metering current transformers ("CTs") and
metering potential transformers ("PTS") installed on Vernon's 66
kV transmission system at three cogeneration units within Vernon
at the locations shown in Exhibit A ("Cogeneration Substations").
Edison has contracted with Container Corporation of America and
Sunlaw Corporation ("Cogeneration Operators"), to purchase all
capacity and associated energy produced by the cogeneration
units. Edison has installed revenue metering, including CTs and
PTs, at each Cogeneration Substation to determine the amount of
capacity and associated energy produced by each cogeneration
unit and the time period during which the capacity and
associated energy was produced. These CTs and PTs are also used
by Edison to determine the amount of capacity and associated
energy Edison sells to Vernon each month under the Federal
Energy Regulatory Commission resale Rate Schedule R-7.2 or its
successors.
Due to space limitations at the Cogeneration Substations and for
economic reasqns, among others, the CTs and PTs are installed on
Vernon's 66 kV transmission system. These CTs and PTs are also
used for Vernon's revenue metering to determine the amount of
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capacity and associated energy Vernon sells to the Cogeneration
Operators when the cogeneration units are not producing capacity
and associated energy.
Edison and Vernon (collectively "Parties" or individually
"Party") agree as follows:
1. Vernon shall, upon Edison's request, remove any or all
of the CTs and/or PTs from the Vernon 66 kV system and
shall transfer the CTs and/or PTs to Edison for
testing, repair or replacement as Edison so
determines. Following such testing, repair or
replacement, Vernon shall, as requested by Edison,
reinstall the CTs and/or PTs on the Vernon 66 kV
system. Edison shall have the right to observe all
work performed by Vernon. Edison and Vernon shall
coordinate arrangements with the Cogeneration
Operator(s) as necessary for the performance of this
work.
2. Vernon shall notify Edison's Montebello District
Manager, or such other person as Edison may
subsequently designate by written notice to Vernon, as
soon as practicable, of any accident or equipment
failure which may have resulted in loss of, or damage
to, any CT and/or PT located at the Cogeneration
Substations.
3. Edison shall own, test, repair and/or replace the CTs
and PTs at each of the Cogeneration Substations.
Edison shall, upon Vernon's request, provide Vernon
with copies of any test results.
4. Except for the CTs, PTs and associated w1r1ng located
on Vernon's 66 kV transmission system, each Party
shall maintain, test, replace and repair the other
components of its respective metering systems
including, but not limited to, test switches, meters,
metering recorders and transmitters.
5. Edison shall compensate Vernon for all work performed
under the provisions of Section 1 or Section 9 of this
Letter Agreement at a rate not to exceed one hundred
and fifty percent (150%) of Vernon's direct labor
costs.
6. Vernon shall render all bills for services provided
Edison under this Letter Agreement within 15 days
following the last day in the month in which said
services were provided. Edison shall pay all bills
rendered by Vernon within 25 days following the date
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of receipt. Payments which are not made in full by
Edison by said due dates shall thereafter accrue
interest at ten percent (10%) per annum, or the
maximum amount which is legally authorized, whichever
is greater, of the unpaid balance prorated by days
until payment is made.
7. This Letter Agreement shall become effective on the
date of execution and shall terminate upon written
agreement of the Parties or upon the expiration of
Edison's power purchase agreements with the
Cogeneration Operators, or their successors.
8. Except for any loss, damage, claim, cost, charge, or
expense resulting from Willful Action, neither Party,
its directors, members of governing bodies, officers,
employees or agents shall be liable to the other Party
for any loss, damage, claim, cost, charge, or expense
of any kind or nature incurred by the other Party
(including direct, indirect or consequential loss,
damage, claim, cost, charge or expense; and whether or
not resulting from the negligence of a Party, its
directors, members of governing bodies, officers,
employees, agents or any person or entity whose
negligence would be imputed to such Party) from
engineering, repair, supervision, inspection, testing,
protection, operation, maintenance, replacement,
reconstruction, use, or ownership of such Party's
electric system in connection with the implementation
of this Agreement. Except for any loss, damage,
claim, cost, charge, or expense resulting from Willful
Action, each Party releases the other Party, its
directors, members of governing bodies, officers,
employees and agents from any such liability. For the
purpose of this Section 8, Willful Action shall be
defined as action taken or not taken by a Party at the
direction of its directors, members of governing
bodies, officers, employees or agents having
management or administrative responsibility affecting
its performance under this Agreement, which action:
Is knowingly or intentionally taken or not taken with
conscious indifference to the consequences thereof or
with intent that injury or damage would result or
would probably result therefrom. willful Action does
not include any act or failure to act which is merely
involuntary, accidental, or negligent. The phrase
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"employees or agents having management or
administrative responsibility," as used in this
Section 8 means the employees or agents 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.
9. Notwithstanding the term of this Letter Agreement as
provided in Section 7 herein, Edison may determine
that its need for the CTs and PTs at anyone or all of
the locations identified in Exhibit A has terminated,
in which case Vernon shall remove the CTs and PTs and
transfer them to Edison as requested by Edison.
If the foregoing terms and conditions are acceptable to Vernon,
please sign and date both originals of the Letter Agreement in
the space provided and return one original for Edison's files.
The undersigned represent that they are authorized to execute
this Letter Agreement on behalf of the Party for which they sign.
Sincerely,
r'-- -. ...'- :--~---:._.,.- ~..-..-----.-......
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SOUTHERN CALIFORNIA EDISON COMPANY
. ': !dent and Gel)li:~'
/~.-~ft~
#7",-,1-- /{ to
BY:
mt.1JL
VICE PRESIDENT
ACCEPTED AND AGREED TO THIS 7th DAY OF
August
, 1990.
CITY OF VERNON
BY: ~r-N~f1i/;;;>>rdH~ .
::~STd . /4~~
City Clerk
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EXHIBIT A
Cogeneration Substations
Container Corporation of America (Pulpgen)
2001 East 57th Street
Vernon, CA 90058
Sunlaw Energy Corporation (U.S. Growers-Growgen)
Southwest corner, Vernon and Alcoa Avenues
Vernon, CA 90058
Sunlaw Energy Corporation (Federal Cold Storage-Coldgen)
Downey Road at 50th Street
Vernon, CA 90058
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LAH/V138