Resolution No. 6113
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RESOLUTION NO. 6113
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF AN AMENDMENT NO. ONE TO THE
TRANSMISSION SERVICE AGREEMENT BY AND BETWEEN
SUNLAW COGENERATION PARTNERS I AND THE CITY OF
VERNON FOR COGENERATION FACILITY LOCATED AT
THE SOUTHWEST CORNER OF VERNON AND ALCOA
AVENUES
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WHEREAS, the ci ty of Vernon and Sunlaw Cogeneration
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Partners I (hereinafter II Sunlaw") entered into a Transmission
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Service Agreement dated July 19, 1984 for a cogeneration facility
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located at the southwest corner of Vernon and Alcoa Avenues within
the City of Vernon; and
WHEREAS, the City of Vernon and Sunlaw dispute some of
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the rights and duties of the parties under the Transmission Service
Agreement; and
WHEREAS, the city of Vernon and Sunlaw desire to resolve
their dispute and to amend the Transmission Service Agreement as
set forth in Amendment No. One to the Agreement; and
WHEREAS, as part of this dispute resolution, Sun law
agrees to pay to the City of Vernon before July 1, 1992 the sums
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owed as the Fuel Use Franchise Fees for both this facility and the
cogeneration facility located at the Downey Road and 50th Street
within the City of Vernon.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon hereby
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finds and determines that the recitals contained hereinabove are
true and correct.
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SECTION 2: The City Council of the City of Vernon hereby
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approves the Amendment, a copy of which has been presented to the
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1 city council concurrently with this resolution, and the City
2 Council hereby orders said Amendment to be received and filed by
3 the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
5 authorizes the Mayor and the City Clerk to execute said Amendment
6 for, and on behalf of, the City of Vernon.
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SECTION 4: The City Clerk of the City of Vernon shall
8 certify to the passage of this resolution, and thereupon and
9 thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 16th day of June, 1992.
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ATTE~
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15 BRUCE V.
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MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA )
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2 COUNTY OF LOS ANGELES )
3 I, BRUCE V. MALKENHORST, City Clerk of the City of
4 Vernon, do hereby certify that the foregoing Resolution, being
5 Resolution No. 6113, was duly adopted by the City Council of the
6 City of Vernon at a regular meeting of the City Council duly held
7 on Tuesday, June 16, 1992, and thereafter was duly signed by the
8 Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
(SEAL)
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AMENDMENT NtJMBER ONE TO TRANSMISSION SERVICE
AGREEMENT FOR FACILITY LOCATED AT THE SOUTHWEST
CORNER OF VERNON AND ALCOA AVENUES
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This Amendment Number one to Transmission Service
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Agreement is made and entered into and ei~~~~~ed in duplicate
odg ina,ls, at Vernon, California effective FJI (,,1992 .
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CITY OF VERNON, a Municipal
Corporation (hereinafter referred
to as "Vernon"), 43.05 Santa Fe
Avenue, Vernon, CA 90058
BY AND BETWEEN
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SUNLAW COGENERATION PARTNERS I, a
California Limited Partnership
(hereinafter referred to as
"cogemerator"), 2045 East vernon
Avenue, Los Angeles, CA 90058
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RECITALS
WHEREAS, Vernon and cogenerator entered into that
15 certain Transmission Service Agreement dated JUly 19, 1984 for
16 facilities located at the southwest corner of Vernon and Alcoa
17 Avenues in the City of Vernon; and
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WHEREAS, Vernon and cogenerator dispute some of the
19 rights and duties of the parties under the Transmission Service
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21 WHEREAS, Vernon and cogenerator desire to resolve their
22 disputes and to amend the Transmission Service Agreement so as
23 to reflect the agreement set forth herein; and
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a s part 0 f t his d i s put ere so 1 uti on ,
WHEREAS,
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Thousand Dollars ($320,000.00) or,
(b) based on verifiable
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~ll
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records, a fee equal to one percent (1%) of the purchase price
of all fuel purchased from sources other than Southern
California Gas Company, and consumed in the cogeneration
Facility, plus interest on the amount paid at the rate of nine
percent (9%) per annum from January 1, 1991, until paid (sums
stated herein being the total amount due and payable for both
facilities, each facility being subject to a separate
agreement); and
WHEREAS, as part of the dispute resolution, Vernon
agrees that the payments received from cogenerator to date
consti tute full payment of all capital costs for the
construction of the interconnection facilities; and
WHEREAS, as part of the dispute resolution, Vernon
shall maintain the . Interconnection Facilities and cogenerator
shall pay to Vernon the actual cost thereof, estimated to be
approximately Five Thousand Dollars ($5,000.00) per year.
NOW, THEREFORE, in consideration of the mutual
covenants, promis.es, and conditions contained herein, and the
Recitals heretofore stated, cogenerator agrees to pay Vernon the
sum set forth above, plus interest as stated, and the Parties
hereto agree to amend the Transmission Service Agreement as
follows:
1. Section 7.1 is amended to read as follows:
"7.1 Vernon shall render a monthly billing to
Cogenerator for Transmission Service and Fuel Use
Franchise Fee for the preceding month. The amount of
the billing shall be the monthly charge computed in
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accordance with the charges provided for in Article 5,
Article 6 and Article 35.11
2. Article 27.0 is amended to read as follows:
"27.0
Ownership and Operation of Interconnection Facilities
"27.1 Cogenerator has commenced parallel operation
of the Cogeneration Facility and written approval
for operation of the Interconnection Facility has
been given by Vernon.
"27.2 cogenerator shall own and operate the
Interconnection Facilities.
"27.3 Vernon shall maintain the Interconnection
Facilities.
1127.4.1 cogenerator shall pay to Vernon the
actual cost of maintenance labor and material,
plus a fifteen percent (15%) administrative
fee.
1127..4.2 Vernon shall periodically submit to
Cogenerator bills for payment of maintenance
labor and materials. Such bills shall specify
date(s) of service, type of service, man-
hours, hourly rate and cost of materials, plus
the fifteen percent (15%) administrative fee.
Payment of these bills shall be subject to the
same conditions set forth in section 1.4.
"27.4.3 Vernon shall supply miscellaneous
parts and materials routinely carried in stock
by Vernon. Non-stock items and all major
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3.
components required for maintenance. or repair
will be supplied by Cogenerator, and will not
be subject to the fifteen percent (15%)
administrative fee.
"27.4.4 Cogenerator shall have the right,
during regular business hours and upon
reasonable notice, to audit Vernon's books and
records for the purpose of conf irming the
accuracy of the monthly reports of the actual
cost of maintenance, labor and materials."
Article 35.0 is amended to read as follows:
"35.0 Fuel Use Franchise Fee - Cogenerator acknowledges that
Vernon has reduced its transmission fees in.J;;'ecognition that the
Cogeneration Facility will consume natural gas as its primary
fuel source and that Vernon therefore will receive additional
franchise fees from Southern California Gas Company at the rate
of one percent (1%) of "gross billing" of all naturalqas
consumed in the Cogeneration Facility. If Cogenerator should
acquire its fuel (whether natural gas or otherwise) from its own
source or a third party source which is not obligated to pay to
Vernon a franchise fee for the use by Cogenerator of such fuel,
then Cogenerator shall pay to Vernon a fee equal to one percent
(1%) of the purchase price or cost, as applicable, of such fuel
which is consumed in the Cogeneration Facility. Such purchase
price or cost shall include all transportation charges not
otherwise paid to Southern California Gas Company and, in the
case of natural gas, shall include all charges paid to any party
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(10th) day of each month a report disclosing the most
current information regarding the purchase price or
cost of fuel consumed.in the cogeneration Facility for
prior months. wi th respect to payments made by
Cogenerator to Southern California Gas Company, such
information shall disclose all payments made through
and including the second month preceding the month of
disclosure. wi threspect to all other payments,
cogenerator shall disclose all payments made through
and including the month immediately preceding the month
of disclosure, to the extent such information is
available.
"35.4 It is agreed between the parties that the
obligation of cogenerator to pay the Fuel Use Franchise
Fee according to the method set forth herein commenced
with the month of January, 1991."
"35.5 Vernon shall have the right, during regular
business hours and upon reasonable notice, to audit
Cogenerator's books and records for the purpose of
conf irming the accuracy of the monthly reports of the
purchase price of fuel consumed. cogenerator further
agrees to obtain from its own \sources of fuel and from
third-party sources all information reasonably required
by Vernon to conf irm the accuracy of the entries
relating to all fuel purchased from sources other than
Southern California Gas Company in cogenerator.' s books
and records."
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IN WITNESS WHEREOF, the Parties have executed this
Agreement to be effective ~j{p) 17 I 1992 on the date(s)
adjacent to their respective signature blocks.
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CITY OF VERNON
BY~'
.-R'. LEONIS C. MAL . G, M.ay r
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APPROVED AS TO FORM:
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DAVIDB. BREARLEY,City A torney
SUNLAW COGENERATION PARTNERS I,
a California Limited Partnership
By: Operating Energy, L.P.,
its General Partner
By: Sunlaw operating Corporation,
General Partner of Operating
Energy, L.P.
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, 1992 By:
DATED: T.u-...f.. 9
, 1992 By:
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ACKNOWLEDGMENT:
The Trustee hereby .cknowledges receipt of the Assignees'Consent
and, pursuant to Section 9.2 of the Indenture, consents to the
Amendment Number One To Transmission Service Agreement For Facil~ty
Located At The Southwest Corner of Vernon And Alcoa Avenues.
Dated:
June 10
, 1992
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
BY:~
Name:~ Sheri~B.Ball
Its: Senior Authorized Officer
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