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Resolution No. 59853 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 5985 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF THE COMPOSITE DEVELOPMENT AGREEMENT FOR THE MEAD - PHOENIX AND MEAD- ADELANTO PROJECTS AND THE ASSOCIATED PROJECT AGREEMENTS BY AND BETWEEN THE CITY OF VERNON AND VARIOUS PUBLIC AGENCIES IN CALIFORNIA AND ARIZONA WHEREAS, the City Council of the City of Vernon by Ordinance No 924 on February 16, 1982, approved the terms and conditions of a Project Development Agreement for the Mead Phoenix DC Intertie ( "Mead - Phoenix Project ") between Phoenix, Arizona, and Southern Nevada; and WHEREAS, the City Council by Resolution No. 5154 on December 18, 1984, approved the terms and conditions of a Project Planning Agreement for the Mead /McCullough Victorville /Adelanto Transmission Project ( "Mead - Adelanto Project ") between Southern California and Southern Nevada; and WHEREAS, a Composite Development Agreement, a copy of which has been submitted concurrently herewith, and associated project agreements have been prepared which will reconstitute the Mead-Phoenix Project and the Mead- Adelanto Project as two separate 500 kV AC transmission systems, but will coordinate and interconnect the projects at a new, jointly -owned substation called the Marketplace Substation in Southern Nevada near the existing McCullough Substation and Mead Substation; and WHEREAS, the owners and project participants which will be executing the Composite Development Agreement and the associated project agreements are shown on the "Identification of Public Agencies and Related Subject Agreements" attached 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 hereto as Exhibit A and incorporated herein by reference. Said public agencies consist of the following: City of Anaheim City of Azusa City of Banning City of. Burbank City of Colton City of Glendale City of Pasadena City of. Riverside City of Vernon Department of Water and Power of the City of Los Angeles M -S -R Public Power Agency Salt River Project Agricultural Improvement and Power District Southern California Public Power Authority United States Department of Energy, Western Area Power Administration WHEREAS, the City of Vernon will own a 6.25% share (approximately 75 MW) of the Mead - Adelanto Project and the followings share of the various components in the Mead- Phoenix Project:,Westwing -Mead Component, 2.154% (approximately 28 MW); Mead Substation Component, 3.793% (approximately 48 MW); and Mead - Marketplace Component, 4.05% (approximately 75 MW). The overall construction costs to the City of Vernon for said projects is estimated at $25,000,000 during the next four years; -2- and annual ownership and operation costs will be assessed after construction of the projects; and WHEREAS, the City of Vernon will participate in the construction of the Adelanto -Lugo Project which will interconnect the Mead - Adelanto Project to the Southern California Edison control area, and an agreement to inter- connect the Adelanto -Lugo transmission line at Los Angeles' Adelanto Switching Station has been included with the Mead - Adelanto project agreements for that purpose; and WHEREAS, approval of the Composite Development Agreement will authorize execution of the following project agreements, preliminary copies of which have been submitted concurrently herewith: (a) Mead- Phoenix Project: The Mead- Phoenix Joint Ownership Agreement The Mead - Phoenix Fiscal Agency Agreement The Mead - Phoenix Construction Management Agreement The Mead- Phoenix Operation Agreement The Mead - Phoenix Land Rights Agreement The Mead- Phoenix Project- -Mead Interconnection Agreement (Contract No. DE- ME65- 84WP39338) (b) Mead- Adelanto Project: The Mead - Adelanto Joint Ownership Agreement The Mead - Adelanto Fiscal Agency Agreement The Mead - Adelanto Construction Management Agreement The Mead - Adelanto Operation Agreement -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The Mead - Adelanto Project, Marketplace - Adelanto Transmission Line, Adelanto Switching Station Interconnection Agreement Los Angeles- Vernon, Adelanto- Victorville /Lugo Firm Transmission Service Agreement The Adelanto -Lugo Project, Adelanto- Lugo Transmission Line, Adelanto Switching Station Interconnection Agreement {c) Mead- Phoenix Project and Mead - Adelanto Project: The Marketplace Substation Participation Agreement The Marketplace Static Var Compensator, Adelanto. Switching Station, Interconnection Agreement WHEREAS, execution of said project agreements will not occur until certain steps enumerated in the Composite Development Agreement have been completed, which steps include the preparation, approval, and execution of agreements to interconnect the Mead- Phoenix Project at the Westwing Substation near Phoenix, Arizona, and to interconnect the Marketplace Substation to the nearby McCullough Substation in Southern Nevada; and WHEREAS, approval of the Composite Development Agreement will provide informal approval, but not execution, of the following transmission service agreements, preliminary copies of which are on file with the Department of Light and Power: Los Angeles - Anaheim, Adelanto- Victorville /Lugo Firm Transmission Service Agreement Los Angeles- Azusa, Adelanto- Victorville /Lugo Firm Transmission Service Agreement Los Angeles- Banning, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles- Burbank, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles - Colton, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles - Glendale, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles - M -S -R, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles- Pasadena, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles- Riverside, Adelanto - Victorville /Lugo Firm Transmission Service Agreement Los Angeles- Western, Adelanto - Victorville /Lugo Firm Transmission Service Agreement The Mead- Phoenix Transmission Service Contract (Members) The Mead - Phoenix Transmission Service Contract (Western) The Mead - Adelanto Transmission Service Contract (Members) The Mead - Adelanto Transmission Service Contract (Western) /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 hereby approves said Composite Development Agreement and the associated project agreements which have been presented to the City Council concurrently herewith and orders said agreements to be received and filed by the City Clerk. SECTION 3: The City Council hereby authorizes the Mayor and the City Clerk to execute said Composite Development Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council hereby approves the Mead - Phoenix Project and the Mead - Phoenix Project Agreements, preliminary copies of which have been presented to it concurrently with this resolution; the City Council hereby orders said preliminary copies to be received and filed by the City Clerk; and the City Council authorizes the Mayor and the City Clerk to execute said agreements as set forth below after the conditions precedent thereto contained in the Composite Development Agreement have been met and when the execution copies have been delivered to the City Clerk. The Mead- Phoenix Joint Ownership Agreement The Mead - Phoenix Fiscal Agency Agreement The Mead - Phoenix Construction Management Agreement The Mead- Phoenix Operation Agreement 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The Mead- Phoenix Land Rights Agreement The Mead - Phoenix Project- -Mead Interconnection Agreement (Contract No DE- ME65- 84WP39338) SECTION 5: The City Council hereby approves the Mead - Adelanto Project and the Mead - Adelanto Project Agreements, preliminary copies of which have been presented to it concurrently with this resolution; the City Council hereby orders said preliminary copies to be received and filed by the City Clerk; and the City Council authorizes the Mayor and the City Clerk to execute said agreements as set forth below after the conditions precedent thereto in the Composite Development' Agreement have been met and when the execution copies have been delivered to the City Clerk. The Mead- Adelanto Joint Ownership Agreement The Mead - Adelanto Fiscal Agency Agreement The Mead - Adelanto Construction Management Agreement The Mead - Adelanto Operation Agreement The Mead- Adelanto Project, Marketplace- Adelanto Transmission Line, Adelanto Switching Station Interconnection Agreement Los Angeles- Vernon, Adelanto- Victorville /Lugo Firm Transmission Service Agreement The Adelanto -Lugo Project, Adelanto -Lugo Transmission Line Adelanto Switching Station Interconnection Agreement /// -7- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Council also approves the following project agreements which pertain to the Marketplace Substation and its equipment which will be jointly owned by the Mead - Phoenix Project and the Mead - Adelanto Project, preliminary copies of which have been presented to it concurrently with this resolution; the City Council hereby orders said preliminary copies to be received and filed by the City Clerk; and the City Council authorizes the Mayor and the City Clerk to execute said agreements as set forth below after the conditions precedent thereto in the Composite Development Agreement have been met and when the execution copies have been delivered to the City Clerk. The Marketplace Substation Participation Agreement The Marketplace Static Var Compensator, Adelanto Switching Station, Interconnection Agreement SECTION 7: 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 23rd day of September, 1991. ATTES : BRUCE V. MALKENHORST, City Clerk -8- EONIS C. MALB G, Mayo 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. 5985, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Monday, September 23, 1991, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, City Clerk (SEAL) EXHIBIT A IDENTIFICATION OF PUBLIC AGENCIES AND RELATED SUBJECT AGREEMENTS CITY OF ANAHEIM CITY OF AZUSA CITY OF BANNING CITY OF BURBANK CITY OF COLTON CITY OF GLENDALE CITY OF PASADENA CITY OF RIVERSIDE Subject Agreements: Composite Development Agreement for Mead - Phoenix Project and Mead- Adelanto. Project; Mead- Phoenix Project, Transmission Service Contract (Members) and Annex I- Definitions Mead - Adelanto Project, Transmission Service Contract (Members) and Annex I- Definitions; Adelanto - Victorville /Lugo Firm Transmission Service Agreements. DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES Subject Agreements: Composite Development Agreement for Mead - Phoenix Project and Mead - Adelanto Project; Mead Phoenix Project, Transmission Service Contract (Members) and Annex I- Definitions; Marketplace Substation Participation Agreement; Marketplace Static Var Compensator, Adelanto Switching Station, Interconnection Agreement; Mead - Adelanto Project, Construction Management Agreement; Mead - Adelanto Project, Operation Agreement; Mead Adelanto Project, Transmission Service Contract (Members) and Annex I- Definitions; Marketplace - Adelanto Transmission Line, Adelanto Switching Station, Interconnection Agreement; Adelanto- Victorville/Lugo Firm Transmission Service Agreements. M-S-R PUBLIC POWER AGENCY Subject Agreements: Composite Development Agreement for Mead - Phoenix Project and Mead- Adelanto Project; Mead- Phoenix Project, Joint Ownership Agreement and Annex I- Definitions; Mead - Phoenix Project, Fiscal Agency Agreement; Mead - Phoenix Project, Construction Management Agreement; Mead- Phoenix Project, Land Rights Agreement; Mead- Phoenix Project, Operation Agreement; Marketplace Substation Participation Agreement; Marketplace Static Var Compensator, Adelanto Switching Station, Interconnection Agreement; Mead - Adelanto Project, Joint Ownership Agreement and Annex I- Definitions; Mead - Adelanto Project, Fiscal Agency Agreement; Mead- Adelanto Project, Construction Management Mead- Adelanto Project, A -1 EXHIBIT A Operation Agreement; Marketplace- Adelanto Transmission Line, Adelanto Switching Station, Interconnection Agreement; Adelanto - Victorville /Lugo Firm Transmission Service Agreement. SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT Subject Agreements: Composite Development Agreement for Mead - Phoenix Project and Mead - Adelanto Project; Mead - Phoenix Project, Joint Ownership Agreement and Annex. I- Definitions; Mead - Phoenix Project, Fiscal Agency Agreement; Mead - Phoenix Project, Construction Management Agreement; Mead - Phoenix Project, Land Rights Agreement; Mead - Phoenix Project, Operation Agreement; Mead Interconnection Agreement (Contract No. DE- ME65- 84WP39338); Marketplace Substation Participation Agreement; Marketplace Static Var Compensator, Adelanto Switching Station, Interconnection Agreement. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY Subject Agreements: Composite Development Agreement for Mead - Phoenix Project and Mead - Adelanto Project; Mead - Phoenix Project, Joint Ownership Agreement and Annex I- Definitions; Mead- Phoenix Project, Fiscal Agency Agreement; Mead- Phoenix Project, Construction Management Agreement; Mead- Phoenix Project, Land Rights Agreement; Mead- Phoenix Project, Operation Agreement; Mead - Phoenix Project, Transmission Service Contract (Members) and Annex I- Definitions; Mead- Phoenix Project, Transmission Service Contract (Western) and Annex I- Definitions; Mead Interconnection Agreement (Contract No. DE- ME65- 84- WP39338); Marketplace Substation Participation Agreement; Marketplace Static Var Compensator, Adelanto Switching Station, Interconnection Agreement; Mead- Adelanto Project, Joint Ownership Agreement and Annex I- Definitions; Mead- Adelanto Project, Fiscal Agency Agreement; Mead - Adelanto Project, Construction Management Agreement; Mead - Adelanto Project, Operation Agreement; Mead Adelanto Project, Transmission Service Contract (Members) and Annex I- Definitions Mead- Adelanto Project, Transmission Service Contract (Western) and Annex I- Definitions; Marketplace - Adelanto Transmission Line, Adelanto Switching Station, Interconnection Agreement. CITY OF VERNON Subject Agreements: - Composite Development Agreement for Mead - Phoenix Project and Mead - Adelanto Project; Mead- Phoenix Project, Joint Ownership Agreement and Annex I- Definitions; Mead- Phoenix Project, Fiscal Agency Agreement; Mead- Phoenix Project, Construction Management Agreement; Mead - Phoenix Project, Land Rights Agreement; Mead- Phoenix Project, Operation Agreement; Mead Interconnection Agreement (Contract No. DE- ME65- 84WP39338); A -2 EXIIIBIT A Marketplace Substation Participation Agreement; Marketplace Static Var Compensator, Adelanto Switching Station, Interconnection Agreement; Mead- Adelanto Project, Joint Ownership Agreement and Annex I- Defuutions, Mead- Adelanto Project, Fiscal Agency Agreement; Mead - Adelanto Project, Construction Management Agreement; Mead- Adelanto Project, Operation Agreement; Marketplace Adelanto Transmission Line, Adelanto Switching Station, Interconnection Agreement; Adelanto- Victorville /Lugo Firm Transmission Service Agreement. UNITED STATES DEPARTMENT OF ENERGY, WESTERN AREA POWER ADMINISTRATION Subject Agreements: Composite Development Agreement for Mead - Phoenix Project and Mead- Adelanto Project; Mead - Phoenix Project, Land Rights Agreement; Mead - Phoenix Project, Operation Agreement; Mead- Phoenix Project, Transmission Service Contract (Western) and Annex I- Definitions; Mead Interconnection Agreement (Contract No. DE- ME65- 84WP39338); Mead- Adelanto Project, Transmission Service Contract (Western) and Annex I- Definitions; Adelanto - Victorville /Lugo Firm Transmission Service Agreement.