Resolution No. 5838
.. J _ or
RESOLUTION NO. 5838
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF VERNON APPROVING AND AUTHORIZING
THE EXECUTION OF A FIRM TRANSMISSION
SERVICE AGREEMENT BETWEEN THE CITY OF
VERNON AND SOUTHERN CALIFORNIA EDISON
COMPANY FOR THE TRANSMISSION OF CAPACITY
AND ENERGY PURCHASED FROM THE CALIFORNIA
DEPARTMENT OF WATER RESOURCES PURSUANT TO
POWER SALE AGREEMENT NO. 3 (1991-93)
WHEREAS, the City Council of the City of Vernon adopted
Resolution No. 5349 on December 9, 1986, which approved and
authorized the execution of a Firm Transmission Service
Agreement (FTSA) with Southern California Edison Company (SCE),
under protest, which provided for transmission service for the
capacity and energy purchased from the Department of Water
Resources of the State of California (CDWR) starting January 1,
1987; and
WHEREAS, the City Council of the city of Vernon adopted
Resolution No. 5479 on March 15, 1988, which approved and
authorized the execution of a 1989-90 Power Sale Agreement
(Power Sale Agreement NO.2) with the CDWR to purchase capacity
and energy; and
WHEREAS, the City Council of the City of Vernon adopted
Resolution No. 5539 on July 26, 1988, which approved and
authorized the execution of a FTSA with SCE, under protest,
which provided for transmission service for the capacity and
energy purchased from the CDWR starting January 1, 1989; and
WHEREAS, the City Council of the City of Vernon adopted
Resolution No. 5700 on December 19, 1989, which approved and
authorized the execution of a 1991-93 Power Sale Agreement
(Power Sale Agreement NO.3) with the CDWR to purchase capacity
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and energy; and
WHEREAS, the Ci ty of Vernon and SCE have engaged in
negotiations for a third FTSA to provide transmission service
for the capacity and energy purchased from CDWR; and
WHEREAS, SCE has presented to the City of Vernon, at
Vernon's request, SCE' s proposed .. Edison Vernon Firm
Transmission Service Agreement For Vernon's Purchases From the
State of California, Department of Water Resources" providing
for firm transmission service by SCE in connection with Vernon's
Power Sale Agreement No. 3 with CDWR under which Vernon will
purchase certain electric capacity and energy starting in 1991;
and
WHEREAS, Vernon's City Attorney requested, in a letter
to SCE's Resale Accounts and Power Contracts Manager dated
August 27, 1990, that the FTSA include a provision that (a) SCE
agree to modify their contracts to conform with the outcome of
these issues in FERC Docket No. ER84-75 (Phase II); or (b) allow
Vernon to re-litigate these provisions in connection with the
present contracts without delaying the institution of service;
and
WHEREAS, SCE has stated its unwillingness either to
preserve Vernon's right to litigate before the FERC such
standards for curtailment or interruption of service or to make
such standards contingent on a final FERC determination in FERC
Docket No. ER84-75 (Phase II); and
WHEREAS, the City Council finds that SCE's refusal to
modify their FTSA to conform with the outcome of these issues in
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FERC Docket No. ER84-75 (Phase II), its refusal even to provide
in the FTSA that Vernon is permitted to re-litigate the
provisions in connection with the present contracts upon SCE's
tender of the FTSA for filing with the FERC without jeopardy to
Vernon as to the timely commencement of SCE's services provided
for in the FTSA, and its refusal even to allow for the re-
litigation of the aforesaid standards of curtailment or
interruption, constitute bad faith on the part of SCE and a
reflection of SCE's recognition of the unequal bargaining power
of the parties by virtue of the fact that SCE's failure to reach
agreement with Vernon on the provisions of the FTSA can
jeopardize Vernon's ability to purchase the aforesaid capacity
and energy from CDWR; and
WHEREAS, SCE has placed Vernon in the same position
with regard to this FTSA as it has in connection with prior
arrangements negotiated between the parties, namely, the
position of having to elect between acceptance of SCE's
proffered FTSA and having no agreement for the transmission of
capacity and energy to which Vernon is contractually entitled
from CDWR; and
WHEREAS, the aforesaid capacity and energy from CDWR
will be of great value to Vernon; and
WHEREAS, SCE has submitted an Edison-Vernon CDWR FTSA
which it represents is its final compromise offer; and
WHEREAS, the City Council of the City of Vernon intends
to approve this FTSA, under protest; to authorize the Mayor to
execute said FTSA; and to instruct the City Administrator to
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write a letter to SCE expressing the City Councils' protest.
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 the Edison-Vernon CDWR Firm Transmission Service
Agreement, a copy of which has been presented to the City
Council concurrently with this resolution, and the City Council
hereby orders said FTSA to be received and filed by the City
Clerk.
SECTION 3: The City Council of the City of Vernon
hereby authorizes the Mayor and the City Clerk to execute said
FTSA for, and on behalf of, the City of Vernon and hereby
instructs the City Administrator to write a letter to SCE
expressing the protest of the City Council.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 16th day of October, 1990.
A4:
BRUCE V.
-~~.
/~~.
MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
)ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 5838, was duly adopted by the city Council of the
City of Vernon at an adjourned regular meeting of the City
Council duly held on Tuesday, October 16. 1990, and thereafter
duly signed by the Mayor of the City of Vernon.
~
BRUCE V.
(SEAL)
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1 1.
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ED I SON- VERNON
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FIRM TRANSMISSION SERVICE AGREEMENT
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FOR VERNON'S PURCHASES FROM THE
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STATE OF CALIFORNIA, DEPARTMENT OF WATER RESOURCES
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BETWEEN
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SOUTHERN CALIFO~~IA EDISON COMPANY
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AND
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CITY OF VERNON
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2
TABLE OF CONTENTS
3 Section
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24 //
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Title
Paqe
1
PARTIES
1
2
RECITALS
1
3
AGREEMENT
2
4
DEFINITIONS
2
5
TERM
4
6
TRANSMISSION SERVICE
5
7
TRANSMISSION LOSSES
8
8
CHARGES
9
9
BILLING AND PAYMENT
10
10
LIABILITY
10
11
REGULATORY AUTHORITY
13
12
AUTHORIZED REPRESENTATIVES
15
13
NO DEDICATION OF FACILITIES
15
14
NO THIRD PARTY RIGHTS
16
15
UNCONTROLLABLE FORCES
16
16
ASSIGNMENTS
17
17
GOVERNING LAW
17
18
NOTICES
18
19
SIGNATURE CLAUSE
19
EXHIBIT A
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EDISON-VERNON
CDWR FIRM TRANSMISSION SERVICE AGREEMENT
2
3
1.
The Parties to this Agreement are the CITY OF
PARTIES:
4 VERNON ("Vernon or City"), a municipal corporation of the
5 State of California and SOUTHERN CALIFORNIA EDISON COMPANY
6 ("Edison"), a California Corporation, hereinafter sometimes
7 referred to individually as "Party" and collect i vely as
8 "Parties".
9 2.
RECITALS: This Agreement is made with reference to the
10 following facts, among others:
11 2.1 Edison is a utility engaged in the business of
12 generating and transmitting electric energy in the States of
13 Arizona, California, Nevada, and New Mexico. Edison is
14 further engaged in the business of distributing such energy 1n
15 California.
16 2.2 Vernon 1S a municipality engaged in the business of
17 generating and distributing electric energy and presently
18 purchases from Edison a portion of its needs for electric
19 capacity and energy, for resale and for its own use, under
~ resale rate schedules filed by Edison with the FERC.
21 2.3 Pursuant to provisions of the resale rate schedule
22 currently in effect, Vernon has the right to obtain non-
sources of capacity and associated energy to obtain
energy credits under said rate schedule.
23 integrated
24 demand and
25 II
26 II
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2.4 Vernon 1S purchasing firm capacity and associated
2 energy from CDWR during the calendar years 1989-1990 pursuant
3 to an existing Power Sale Agreement.
4 2.5 Vernon has entered into Power Sale Agreement No.3
5 with CDWR to purchase, during 1991 and 1992, 67 megawatts (MW)
6 of capacity and associated energy during the months of
7 January, February, March, April, November and December and
8 98 MW of capacity and associated energy during the months of
9 May through October. Vernon desires to use said capacity and
10 associated energy as a non-integrated source.
11 2.6 Edison owns and operates 220 kV and 66 kV
12 transmission facilities between Vincent Substation and the
13 Point of Delivery.
14 2.7 Vernon desires to purchase firm transmission service
15 from Vincent Substation to the Point of Delivery. Edison is
16 willing to provide firm transmission service in accordance
'7 with terms and conditions specified herein.
15 3.
AGREE~ffiNT: The Parties agree as follows:
DEFINITIONS: The following terms, when used herein with
19 4.
20 initial capitalization, whether in the singular or the plural,
21 shall have the meanings specified:
22 4.1 Agreement: This Edison-Vernon Firm Transmission
23 Service Agreement.
24 4.2 Authorized Representative: The representative of a
25
Party designated in accordance with Section 12.
26
II
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4.3 CDWR: State of California, Department of Water
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Resources.
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4.4 CPUC: California Public Utilities Commission, or
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its regulatory successor.
5 4.5 Control Area: Allor part of a Party's electric
6 generation resources, transmission facilities, and
7 distribution facilities, or a combination thereof with those
8 of Third Parties, to which a common automatic generation
9 control scheme is applied.
10 4.6 FERC: Federal Energy Regulatory Commission, or its
11 regulatory successor.
12 4.7 Point of Delivery: The point where the electrical
13 conductors of Edison connect with those of City and where
14 schedules of capacity and deliveries of energy to meet City's
15 load are deemed to take place between the Parties. For this
16 Agreement, such point shall be the city limits of Vernon.
17 4.8 Point of Receipt: A point at which Edison accepts
18 schedules of capacity and deliveries of energy from CDWR for
19 City's account for delivery to City at the Point of Delivery.
20 For this Agreement, such point shall be Vincent Substation.
21
4.9
Power Sale Agreement No.3: The Power Sale
22 Agreement No.3 (1991-93) between CDWR and City executed on
23 March 2, 1990. A copy of said Power Sale Agreement No.3 is
24 attached hereto as Exhibit A.
25 4.10 Third Party: An electric utility, pool, or
26 generating agency not a Party to this Agreement.
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4.11 Transmission Capability: The transfer ability,
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expressed in MWs, of transmission facilities available to
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Edison to transmit electrical energy from the Point of Receipt
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to the Point of Delivery, which is determined, consistent with
prudent operating procedures and generally accepted utility
5
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practices in the State of California, in the sole judgment of
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Edison, to be the maximum electrical energy transfer ability
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of the transmission facilities under operating conditions
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existing at the time of determination.
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4.12 Transmission Capacity: The transfer ability,
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expressed in MWs, of transmission facilities available to
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Edison to transmit energy from the Point of Receipt to the
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Point of Delivery, which from time to time is determined,
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consistent with prudent operating procedures and generally
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accepted utility practices in the State of California, in the
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sole judgment of Edison, to be the maximum electrical energy
transfer ability of such facilities under normal operating
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conditions.
19 4.13 Vincent Substation: The 500 kV bus at Edison's
20 Vincent Substation.
2' 5.
TER1>! :
22 5.1 This Agreement and the firm transmission service to
23 be made available hereunder shall become effective on the
24 later of January 1, 1991, or when executed by the Parties and
25 accepted for filing by the FERC without suspension; provided,
26 however, that if upon such filing FERC enters into a hearing
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to determine whether this Agreement is just and reasonable, it
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shall not become effective until the date when an order no
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longer subject to judicial review has been issued by FERC
determining this Agreement to be just and reasonable without
4
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changes or new conditions unacceptable to either Party.
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5.2 Except for City's obligation to pay bills pursuant
to Section 9, this Agreement and firm transmission service to
8 be made available hereunder shall terminate on the earlier
9 of:
(i) the termination of the Power Sale Agreement No.3; or
10 ( i i) midnight, December 31, 1993.
11 6.
TRANSMISSION SERVICE:
12 6.1 Subject to the terms of this Agreement, Edison shall
13 make available firm transmission service to City, and City
14 shall pay Edison for such firm transmi"sion service, over
15 Edison's electrical transmission facilities from the Point of
16 Receipt to the Point of Delivery.
1~ 6.2 Edison reserves the right to interrupt or curtail
18 the firm transmission service made available hereunder as
, 9 follows:
20
6.2.1 In the event Transmission Capability is less
21 than Transmission Capacity, and continuity of service within
22 Edison's Control Area is not being jeopardized, Edison may
23 curtail the firm transmission service being made available
24 hereunder on a pro rata share basis of the then available
25 Transmission Capability, based on firm transmission
26 entitlements, subject to Edison first discontinuing service to
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entities receiving interruptible transmission service.
2 Reasonable advance notice of such curtailment shall be given
3 to City where the curtailment is necessary to make repairs,
4 replacements, or modifications or to perform maintenance work;
5 otherwise, advance notice to City shall not be required.
6.2.2 In the event continuity of service within
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Edison's Control Area is being jeopardized, as determined by
8 Edison in its sole judgment, Edison may curtail the firm
9 transmission service being made available hereunder to the
10 extent necessary to avoid or eliminate such jeopardy;
11 provided, (i) such curtailments may be made only in order that
12 Edison may fully utilize all generating resources owned by it
13 or available to it under contract; and (ii) such curtailment
14 shall occur only after Edison has made all reasonable efforts
15 to avoid or eliminate such jeopardy by the following means:
16
6.2.2.1 Increasing the loading of all on-line
17 generating units and starting up all combustion turbine
18 peaking units which are available to Edison;
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6.2.2.2 Purchasing capacity and energy from
20 other utilities;
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6.2.2.3 Returning to service those generating
2J units and transmission facilities which are out of service at
23 the time of such jeopardy and which can reasonably be returned
24 to service; and
25 / /
26 / /
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6.2.2.4 Discontinuing serVlce to entities
2 served by Edison under interruptible transmission serVlce
3 agreements and interruptible rate schedules.
4 6.3 If the efforts set forth in Sections 6.2.2.1 through
5 6.2.2.4 do not avoid or eliminate such jeopardy, the Parties
6 shall endeavor to develop other arrangements to avoid or
7 eliminate such jeopardy and minimize the effects of Edison's
8 curtai lment on City.
9 6.4 In the event of any transmission curtailments made
10 pursuant to Section 6.2 in Edison's transmission lines being
11 utilized hereunder, City shall, if the rate of energy
12 scheduled by Edison for City's account is curtailed, have the
13 energy scheduled for its account reduced to reflect the amount
14 and duration of said curtailment.
15 6.5 Firm transmission service made available and
16 purchased hereunder shall be limited during each hour to a
17 rate of delivery equal to the amount (expressed in ~m) of
18 capacity City is purchasing at that time from CDWR pursuant to
19 Section 6.1 of the Power Sale Agreement No.3. The maximum
20 firm transmission service made available hereunder by Edison
21 to City shall be 67 MW from 0900 to 2300 hours each work day
22 during the months of January, February, March, April,
23 November, and December and 98 MW from 0800 to 2200 hours each
24 work day during the months of May through October from the
25 Point of Receipt to the Point of Delivery, measured at the
26 Point of Receipt. Further, City shall not intentionally use
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the firm transmission serVlce made available hereunder to meet
2 that portion of its load which is met by the amounts of energy
3 scheduled or dispatched from its integrated resources.
4
6.6 To the extent capacity is mace available and
5 associated energy is scheduled for delivery by CDWR to Edison
6 for Vernon's account under the Power Sale Agreement No.3,
7 Edison shall, during the periods Edison has agreed to make
8 available firm transmission service hereunder and within the
9 rate of delivery specified in Section 6.5, accept such
10 scheduled deliveries of energy at the Point of Receipt and,
11 subject to the provisions of Section 6.4, shall make available
12 a like amount of capacity and deliver a like amount of energy,
13 both reduced by transmission losses, to Vernon for its account
" at the Point of Delivery.
15 6.7 Subject to Sections 6.2, 6.4, and 6.5, schedules of
16 capacity and deliveries of energy hereunder shall be as
17 specified by Vernon's schedulers or dispatchers and shall be
18 in accordance with written procedures agreed to by the
19 schedulers or dispatchers of Edison, City, and CDWR.
20 6.8 The Parties recognize that the transmission service
21 provided by Edison under this Agreement may be interrupted or
22 curtailed by Edison in accordance with the provisions of this
23 Sec~ion 6. Such an interruption shall not be considered a
24 Will:ul Action pursuant to Section 10.3.
25 7.
TRANSMISSION LOSSES: Transmission Losses referred to in
26 Section 6.6 shall be in' amounts equal to one and
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3even-tenths percent (1.70%) of scheduled capacity and
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deliveries of associated energy for each hour such energy lS
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scheduled and dispatched.
Such percentage may be changed upon
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agreement of the Authorized Representatives.
5
8.
CHARGES:
6 8.1 For firm transmission serVlce made available by
Edison hereunder, City shall pay Edison at an initial rate
8
equal to $0.66 per megawatthour multiplied times the amount of
9
energy transmitted by Edison during such hour for City's
10 account hereunder. Such initial rate shall be subject to
11 change pursuant to Section 11.
12 8.2 For scheduling and dispatching service provided by
13 Edison pursuant to this Agreement, City shall monthly pay to
14 Edison the sum of $51.60 per day multiplied by the number of
15 days during the month that Vernon schedules firm transmission
16 service between the Point of Receipt and the Point of Delivery.
17 8.3 The daily charges for scheduling and dispatching
18 service set forth in Section 8.2 have been determined by
19 Edison as of August 13, 1990 and shall be redetermined by
20 Edison prior to January 1 of each year based on Edison's
21 annual budget for load dispatching and production section
22 function expenses for that year.
23 8.4 Any change in scheduling and dispatching service
24 charges, if required to be filed as a rate change with the
25 FERC, shall be filed with the FERC at least 60 calendar days
26 in advance of January 1, and City agrees that such changes may
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become effective on said date without hearing. Such
2 redetermined charges shall be effective until changed pursuant
to Section 8.3.
3
4 9.
BILLING .~D PAYMENT:
5
9.1 Edison shall render bills to City for:
( 1) firm
6 transmission service, (2) scheduling and dispatching service,
7 and (3) FERC fees, as provided in Sections 8.1, 8.2, and 11.5,
8 respectively, on or before the tenth (lOth) day of each month
9 for such service provided or fees incurred during the
10 preceding month. City shall pay such bills within twenty (20)
11 calendar days after receipt thereof.
12 9.2 Payments which are not made In full by City by said
13 due date shall thereafter accrue interest at 10 percent per
14 annum, or the maximum amount which is otherwise legally
15 authorized, whichever is lesser, of the unpaid balance
1h prorated by days until payment is made.
17 10. LIABILITY:
18 10.1 Except for any loss, damage, claim, cost, charge,
19 or expense resulting from Willful Action, neither Party, its
20 directors or members of its governing bodies, officers, or
21 employees shall be liable to the other Party for any loss,
22 damage, claim, cost, charge, or expense of any kind or nature
23 incurred by the other Party (including direct, indirect, or
24 consequential loss, damage, claim, cost, charge, or expense;
25 and whether or not resulting from the negligence of a Party,
26 ts directors or members of its governing bodies, officers,
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employees or any person or entity whose negligence would be
2 imp':ted to such Party) from the engineering, repair,
3 supervision, inspection, testing, protection, operation,
4 maintenance, replacement, reconstruction, use, or ownership of
5 such Party's electric system in connection with the
6 implementation of this Agreement. Except for any loss,
7 damage, claim, cost, charge, or expense resulting from Willful
a Action, each Party releases the other Party, its directors or
9 members of its governing bodies, officers and employees from
10 any such liability. Neither Party shall execute, levy, or
11 otherwise enforce a judgment for such liability, including
12 recording or effecting a judgment lien against the other
13 Party, its directors or members of its governing bodies,
14 officers, and employees.
15 10.2 Except for liability resulting from Willful Action
'6 of the other Party, a Party whose electric customer shall make
,~ a claim or bring an action for any death, injury, loss, or
'8 damage arising out of delivery of, or in connection with,
19 electric service to such customer resulting from the
20 implementation of this Agreement, shall indemnify and hold
21 harmless the other Party, its directors or members or its
22 governing bodies, officers and employees from and against any
23 liability for such death, injury, loss, or damage. As used in
24 this Agreement, the term "electric customer" shall mean an
25 . .
electric consumer, as distinguished from an electric utIlIty
26 system to whom power is delivered for resale.
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10.3 For the purpose of this Section 10, willful Action
2 shall be defined as:
3
10.3.1 Action taken or not taken by a Party at the
4 direction of its directors or members of its governing bodies,
5 officers, or employees having management responsibility
6 affecting its performance under this Agreement, as follows:
7
10.3.1.1 Action which is knowingly or
8 intentionally taken or not taken with conscious indifference
9 to the consequences thereof or with intent that injury or
10 damage would result or would probably result therefrom.
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10.3.1.2 Action which has been determined by
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final arbitration award or final judgment or judicial decree
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to be a material default under this Agreement and which occurs
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or continues beyond the time specified in such arbitration
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award or judgment or judicial decree for curing such default
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or, if no time to cure is specified therein, occurs or
continues thereafter beyond a reasonable time to cure such
18 default.
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10.3.1.3 Action which is knowingly or
intentionally taken or not taken with the knowledge that such
20
21
action taken or not taken is a material default under this
22 Agreement.
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10.3.2 Willful action does not include any act or
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failure to act which is merely involuntary, accidental, or
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negligent.
26
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10.3.3 The phrase "employees having management
2 responsibility", as used in this Section 10.3, means the
< employees of a Party who are responsible for one or more of
4 the executive functions of planning, organizing, coordinating,
5 directing, controlling, and supervising such Party's
6 performance under this Agreement with respcnsibility for
7 results.
8 10.4 The provisions of this Section 10 shall be binding
9 upon the Parties to the full extent permitted by law.
10 11. REGULATORY AUTHORITY:
11 11.1 Edison shall tender this Agreement for filing with
12 FERC ln a timely manner, and City shall support Edison in
13 obtaining all necessary authorization and approvals for this
14 Agreement.
15 11.2 It is understood that the initial rate for firm
16 transmission service specified in Section 8.1 is based on use
1- of Edison's transmission facilities available on the date of
18 execution of this Agreement and on an overall rate of return
19 as authorized by the CPUC of 10.7%.
20 11.3 Whenever, during the term of this Agreement, the
21 CPUC finds a new overall rate of return on retail operations
22 to be reasonable for Edison and authorizes rates based on such
23 new rate of return to become effective, the rate for firm
24 transmission service specified in Section 8.1 shall be revised
25 to reflect said new rate of return. Such revised rate for
26 firm transmission service shall be applied to service made
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available hereunder on and after the date when the CPUC has
2 authorized retail rates based on such new rate of return to
3 become effective. In addition, if either Party believes that
. for reasons other than a change In rate of return there has
...
5 been a significant change in Edison's annual revenue
6 requirements for the facilities upon which the rate for firm
7 transmission service made available hereunder is based, City's
a Authorized Representative may submit a request to Edison's
9 Authorized Representative, or Edison's Authorized
10 Representative may give notice to City's Authorized
11 Representative, that the rate be redetermined. Following such
12 request or notice, Edison shall redetermine such rate and file
13 such redetermined rate with the FERC which shall be effective
14 as of the first day of the month following the date of such
15 redetermination; provided, however, that such a
16 redetermination may be made no sooner than twelve months after
1- the most recent redetermination of rates for service for
18 reasons other than a change in rate of return. Any
19 redetermination of the rate for firm transmission service
20 pursuant to this Section 11.3 shall be determined in a manner
21 consistent with the method by which the initial rate for firm
22 transmission service made available hereunder was determined
23 and shall be based on all conditions in existence at the time
24 of such redetermination.
2:)
11.4 Nothing contained herein shall be construed as
26 affecting in any way: (i) the right of Edison, in furnishing
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firm transmission service hereunder, to unilaterally make
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filings with the FERC for a change in rates, charges,
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classification, or service, or any rule, regulation, or
4
contract relating thereto, under Section 205 of the Federal
5
Power Act and pursuant to said Rules and Regulations
6
promulgated by FERC thereunder; or (ii) the right of City to
7
oppose such changes under Section 205 of the Federal Power
8 Act. Any change shall become effective pursuant to
9 Section 205 of the Federal Power Act.
10 11.5 City shall reimburse Edison for all fees and
11 charges imposed on Edison by the FERC attributable to the
12 service provided under this Agreement or amendments thereto
13 including, but not limited to, the portion of the annual
14 charge imposed on Edison for FERC's administrative costs which
15 is attributable to Edison's provision of transmission service.
16 12. AUTHORIZED REPRESENTATIVES: Within 30 calendar days
17 after the date of execution of this Agreement, each Party
18 shall designate by written notice to the other Party a
19 representative who is authorized to act in its behalf in the
20 implementation of this Agreement and with respect to those
21 matters contained herein which are the functions and
22 responsibilities of the Authorized Representatives. Either
23 Party may at any time change the designation of its Authorized
24 Representative by written notice to the other Party.
25 13. NO DEDICATION OF FACILITIES: Any undertaking by one
26 Party to the other Party under any provision of this Agreement
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shall not constitute the dedication of the system or any
2
portion thereof of the Party to the public or to the other
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Party, and it is understood and agreed that any such
4
undertaking under any provision of this Agreement by a Party
5
shall cease upon the termination of its obligations hereunder.
6
14.
NO THIRD PARTY RIGHTS:
Unless otherwise specifically
7 provided in this Agreement, the Parties do not intend to
8 create rights in or to grant remedies to any Third Party as a
9 beneficiary of this Agreement or of any duty, covenant,
10 obligation, or undertaking established hereunder.
11 15. UNCONTROLLABLE FORCES: Neither Party shall be considered
12 to be in default In the performance of any of its obligations
13 hereunder (other than obligations of City to make paYment for
14 bills rendered pursuant to Section 9) when a failure of
15 performance shall be due to an uncontrollable force. The term
16 "uncontrollable force" shall mean any cause beyond the control
17 of the Party unable to perform such obligation, including, but
18 not limited to, failure of or threat of failure of facilities,
19 flood, drought, earthquake, storm, fire, pestilence, lightning
20 and other natural catastrophes, epidemic, war, riot, civil
21 disturbance or disobedience, strike, labor dispute, labor or
22 material shortage, sabotage, government priorities and
23 restraint by court order or public authority and action or
24 nonaction by or inability to obtain the necessary
25 authorizations or approvals from any governmental agency or
26 authority, which by exercise of due diligence such Party could
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not reasonably have been expected to avoid and which by
2
exercise of due diligence it has been unable to overcome.
3 Nothing contained herein shall be construed as to require a
4
Party to settle any strike or labor dispute In which it may be
5
involved.
6
16.
ASSIGNMENTS:
7 16.1 Any assignment by City of its interest in this
8 Agreement which is made without the written consent of Edison
9 shall not relieve City from its primary liability for any of
10 its duties and obligations hereunder, and in the event of any
11 such assignment City shall continue to remain primarily liable
12 for payment of any and all money due Edison hereunder and for
13 the performance and observance of all other covenants, duties,
14 and obligations to be performed and observed hereunder by it
15 to the same extent as though no assignment has been made.
16 16.2 Whenever an assignment of City's interest in this
17 Agreement is made with the written consent of Edison, City's
18 assignee shall expressly assume in writing the duties and
19 obligations hereunder of City and, within thirty (30) calendar
20 days after any such assignment and assumption of duties and
21 obligations, City shall furnish or cause to be furnishEj to
22 Edison a true and correct copy of such assignment and
23 assumption of duties and obligations.
24 17. GOVERNING LAW: This Agreement shall be interpreted,
25 governed by, and construed under the laws of the State of
26 California or the laws of the United States, as applicable, as
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if executed and to be performed wholly within the State of
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California.
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18.
NOTICES:
Any notice, demand, or request provided for in
4 this Agreement, or served, gIven, or made in connection with
5 it, shall be in writing and shall be deemed properly served,
6 given, or made if delivered In person or sent by United States
7 mail, postage prepaid, to the persons specified below unless
a otherwise pro~ided for in this Agreement:
9
Southern California Edison Company
clo Secretary
P.O. Box 800
Rosemead, California 91770
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City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: City Administrator/City Clerk
13
15 change the
16 as the one
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14 Either Party may at any time, by notice to the other Party,
designation or .address of the person so specified
to receive notices pursuant to this Agreement.
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19. SIGNATURE CLAUSE: The signatories hereto represent that
2 they have been appropriately authorized to enter into this
3 Agreement on behalf of the Party for whom they sign. This
4 Agreement shall become effective on the latter of the two
5 signature dates below, and shall continue until terminated as
6 provided herein.
8 SOUTHERN CALIFORNIA EDISON
COMPANY
42/J.-11
Robert Dietch
Vice President
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10 By:
11
12 Date:
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CITY OF VERNON
Novpmhpr R 199n
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BY:~/-'7~~~~~' ,
- ( Leoni s C',t Malburg'
Mayor
Date: tfI>-/ Ie. /990
/
APPROVED AS TO FORM
ATTEST:
/0 =-.. / '-. 19.2.~_
..J)~ ~f /}?4
ell AI-.Y
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By:
City Clerk
APPROVED AS TO FmU.l i
DAVID N. BARRY, El i
VIce President and Gen~l Counsel !
By h- JI- '. :/t.;~' I
.1t\{l11crncy I
1/ '}
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EXHIBIT A
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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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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 it
STATE 0" CALIFORNIA ;,
STO. 113 tREY. 8.721 I
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COURT PAPER :1
SYAT'K 01' CALIII'OIl"fA
$TO. 113 ,REY. 8.72'
lIS :M7e9
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 individual1y 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 Agreemen~:
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.
AGBF.F.MF.NT: The Parties agree as follows:
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6.
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 shal1 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 IS, 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 IS, 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:.
6.1
During the term of this Agreement, DWR shall make available to
20
21 Vernon and Vernon shall accept from and pay DWR for firm
22 capacity and associated energy as fol10ws:
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COURT PAPER II
STATe Of"' CAa..'.-oJlHIA
STD. 113 C'UV. ..72)1"
iii 341119
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STATe 0" CAL.'P'OANIA
STD. 113 .REV. ..72'
ii
8i>3471l9 II
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.
6.2 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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COURT PAPER
STATE 0" CAL.'I'OIl:NIA
STD. 113 (REY. 8.721
8634789
6.3 "Workday" shall mean each Monday through Friday, except the
6.4
6.5
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:
7.1
Unless othe~ise agreed by the Parties' dispatchers and
7.2
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 li,1
STAn 0" CAt..I'OItNIA
STD. 113 IItIEV. ..721
8S ~769 II
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.
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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-mQJlthly 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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~SH+X: In the event that SCE or the Federal Energy Regulatory
Commission changes the on-peak and mid-peak hours during which Vernon
incurs demand charges for the partial requirements capacity and
associated energy that Vernon would otherwise purchase from SCE, the
Parties agree to renegotiate the hours of delivery under this
Agreement in an attempt to satisfy the intent of this Agreement to
provide firm capacity and associated energy during such on-peak and
mid-peak periods.
pOINT OF DELIVERY: The point of Delivery hereunder shall be the
10 Vincent substation, or such other point of delivery to which the
11 Parties' dispatchers or schedulers mutually agree.
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COURT PAPER 1,.\
STAn 01' CA.......Il...A
STD. 113 IACV. ..'721 \
11.
Bills under this Agreement shall be rendered monthlY by DYR to
BILLING Mm PA"iMOO:
11.1
Vernon for capacity made available and associated energy
scheduled and delivered to Vernon during the preceding month.
15
Vernon shall pay such bills within twenty (20) calendar days
16
after receipt thereof.
Bills or portions of bills which are not paid when due shall
17
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thereafter bear interest at the rate of one (1) percent per
19
month or at the maximum rate of interest allowed by law,
whichever is leSS, from the date payment is due until such
20
payment is received by OYR. Such interest tharge shall also
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COURT PAPER .1
ST.,.. 0" CAL,,.oaNIA !I
STD. 113 IREY. ..721 il
8534709
!I
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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
AIl 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-164391
12.1
UNCONTROLLABLE FORCES:
Neither Party shal1 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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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 reasonab1y 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.
12.2
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.
LIABILITY:
13.1
Except for .?ny 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
22 any direc". indirec". or consequenrial loss. damage. claim,
2:\ cosr. charge. or expense of any kind or narure incurred by "he
24 , other Par"y (whe"her or no" resulring from "he negligence of a
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COURT PAPER ,i
STAT. O~ CALIFORNIA I
STD, 113 .REV. 8.721 III
lIS 301769
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 ful1 extent permitted by law, the other
Party, its directors, officers and employees from and against
any liability for such death, injury, 10ss 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 pOHer 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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.TAft 0" CAI.'POIlNIA I
STO, 113 .IlIEV. ..72' I
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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'shal1 be
defined as:
13,4.1
Action taken or not taken by a Party ae 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
-ha.ving 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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STATE 0' CoAI..PO.MIA :/
STD. 113 'REV. ..72' II
8534769 IJ
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13,4.3
13.4.4
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 betaken is a material
default under this Agreement.
Yillful Action does not include any act or failure
to act which is merely involuntary, accidental or
negligent.
13.4.5 . The phrase .. emp loyees 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 assertin.g/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
12
or sent by United States mail, postage prepaid, to the persons
13
specified below:
14
To or upon Vernon:
15
City of Vernon
clo City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
16
17
18
with a copy to:
19
City of Vernon
clo City Atlministrator
4305 Santa Fe Avenue
Vernon, CA 90058
20
21
To or upon OW:
22
23
Department of Water Resources
clo Power Manager, Division of Operations and Maintenance
P. O. Box 942836
Sacramento, CA 94236-0001
24 'j
;
,
25
Either Party may, at any time by notice to the other Party, change the
26
designation or address of the person so specified as the one to receive
"
27;1 notices pursuant to this Agreement.
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COURT PAPER I "I
STATC 0" CAL.IFORNIA
STD. 113 <<REV. 8.721
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85 347e9 II
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COURT PAPER 'I
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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
6
this Agreement on behalf of the Party for whom they s~gn.
7
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APPROVED AS TO FORM
CITY OF VERNON
10
By: Ua-J \>< R.~
City Attorney
~~~~.
yor
11
12
Date:
13
ATTEST
14
15
By:
16
City Clerk
17
APPROVED AS TO LEGAL
FORM AND SUFFICIENCY
DEPARTMENT OF 'WATER RESOURCES
OF THE STATE OF CALIFORNIA
18
By:
cJ{~
Deputy Dir~o~
Date: 2 'f; 6
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By: .
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COURT PAPER i
STATe 0.. CALIFORNIA f,
STD. 113 Cflt:~. 8.72. II'
85347Ol1 l.
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