Resolution No. 6295
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RESOLUTION NO. 6295
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF A SDG&E-VERNON FIRM TRANSMISSION SERVICE
AGREEMENT (CONTRACT NO. 93-07-02) BY AND BETWEEN
THE SAN DIEGO GAS & ELECTRIC COMPANY AND THE
CITY OF VERNON
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WHEREAS, the City Council by Resolution No. 6168 adopted
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on October 6, 1992, approved an Edison-Vernon Firm Transmission
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Service Agreement, which provided firm transmission service
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between the Midway Substation and the Sylmar switChing station,
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the Midway Substation and the Vernon city Gate, and the Sylmar
Switching Station and the Vernon City Gate to the City of Vernon,
and permitted the City of Vernon to sell or assign said service to
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third parties; and
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WHEREAS, the City of Vernon desires to provide firm
transmission service to San Diego Gas & Electric Company (tlSDG&E")
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between the Midway Substation and the Sylmar Switching station
during the month of August; and
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WHEREAS, SDG&E desires to purchase firm transmission
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service from Vernon between the Midway Substation and the Sylmar
Switching Station.
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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: That the city council of the city of Vernon
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does hereby find and determine that the recitals contained
hereinabove are true and correct.
SECTION 2: The City Council of the city of Vernon hereby
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(Contract No. 93-07-02), a copy of which has been presented to the
City Council concurrently with this resolution, and the City
Council hereby orders said Agreement to be received and filed by
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the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
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authorizes the Mayor and City Clerk to execute said Agreement for,
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and on behalf of, the City of Vernon.
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SECTION 4: The City Clerk of the City of Vernon shall
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certify to the passage of this resolution and thereupon and
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thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 20th day of July, 1993.
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BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
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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
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Resolution No. 6295, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
on Tuesday, Julv 20, 1993, and thereafter was duly signed by the
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Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
( SEAL)
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SDG&E - VERNON
FIRM TRANSMISSION SERVICE AGREEMENT
BETWEEN
SAN DIEGO GAS & ELECTRIC COMPANY
AND
CITY OF VERNON
Contract No. 9~xQ~~x&k~
93-07-02
TABLE OF CONTENTS
SECTION
TITLE
PAGE
1. PARTIES
2 . RECITALS
3 . AGREEMENT
4 . TERM
5. DEFINITIONS
6. TRANSMISSION SERVICE
7. TRANSMISSION LOSSES
8. CHARGES
9. BILLING AND PAYMENT
10. LIABILITY
11. NO THIRD PARTY RIGHTS
12. NO DEDICATION OF FACILITIES
13. UNCONTROLLABLE FORCES
14. GOVERNING LAW
15. NON-WAIVER
16. RELATIONSHIP OF PARTIES
17. ASSIGNMENT
18. NOTICES
19. SIGNATURE CLAUSE
EXHIBIT A: SCHEDULING PROCEDURES
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SAN DIEGO - VERNON
FIRM TRANSMISSION SERVICE AGREEMENT
1. PARTIES: The Parties to this Agreement, executed as of the
____ day of ____, 1993, are SAN DIEGO GAS & ELECTRIC COMPANY
("SDG&E"), a California corporation, and CITY OF VERNON
("VERNON"), ,a municipal corporation; hereinafter sometimes
referred to individually as "Party" and collectively as
"Parties".
2. RECITALS: This Agreement is made with reference to the
following facts, among others:
2.1 SDG&E is a utility engaged in the generation and
transmission of electric energy in the western united
States and. in the distribution of electric .energy in
California.
2.2 Vernon is a utility engaged in the business of
generating, distr ibuting and transmitting electric energy
in the state of California.
2.3 SDG&E has made arrangements to purchase power from Midway
Substation during August 1993, and requested transmission
service from Vernon to effect deliveries of such power
purchase.
2.4 Vernon, pursuant to the Edison-Vernon Firm Transmission
Service Agreement has certain firm transmission rights
between Midway and the Sylmar switching station.
2.5 SDG&E desires to purchase, and Vernon is willing to
provide, firm transmission service between the Midway
Substation and the Sylmar switching Station.
3.
AGREEMENT:
The Parties agree as follows:
4. TERM:
4 . 1 This Agreement and firm transmission service shall become
effective when executed by the Parties and will be made
available hereunder on August 1, 1993.
4.2 Firm transmission service to be provided hereunder shall
terminate at midnight on August 31, 1993, .except for
SDG&E/s obligation to pay bills pursuant to section 9 of
this Agreement.
5 . DEFINITIONS: The following terms, when used with initial
upper case letters, whether in the singular or the plural,
shall have the meaning specified:
5.1 Agreement: This SDG&E-Vernon Firm Transmission Service
Agreement.
5.2 Edison-Vernon Firm Transmission Service Agreement: The
Edison-Vernon Firm Transmission Agreement between
Southern California Edison Company and City of Vernon
which provides Vernon among other things firm bi-
directional transmission service between Midway
Substation and sylmar Switching station.
5.3 Midwav Substation: The point of interconnection between
Edison's 500 kV electrical system and PG&E's 500 kV
electrical system at Midway, located in Kern County,
California.
5.4 Point of Deliverv: The point at which Vernon provides
schedules of capacity and energy and delivers energy in
accordance with this Agreement. For purposes of this
Agreement, 1:;he Point of Delivery shall be: (i) the
Midway Substation; or (ii) the Sylmar switching Station.
5.5 Point of Receipt: The point of which Vernon accepts
schedules of capacity and energy and receives deliveries
of energy in accordance wi th this Agreement. For
purposes of this Agreement, the Point of Receipt shall
be: (i) the Midway Substation; or (ii) the Sylmar
switching station.
5.6 Supplier: Any Third Party which schedules deliveries of
energy to Vernon or accepts deliveries of energy fro~
Vernon at a Point of Receipt for SDG&E's account.
5.7sylmar switchinq Station: Edison's 230 kV AC bus on the
230 kV side of the AC switchyard, at the southern
terminal point of the PDCI Line located at Sylmar.
5.8 Third Party: An Electric utility or Qualifying Facility
not a Party to this Agreement.
6. TRANSMISSION SERVICE:
6.1 Subject to Section 6.2 hereof, Vernon shall make
available to SDG&E and SDG&E shall purchase from Vernon
93 MW of firm bi-directional transmission service from a
Point of Receipt to a Point of Delivery for the month of
August 1993. SDG&E shall inform Vernon, in accordance
with the procedures shown on Exhibit A, of all schedules.
Such schedules shall not exceed 93 MW.
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6.2 Vernon reserves the right at anytime upon oral notice by
Vernon's dispatcher to SDG&E's dispatcher, to interrupt
or curtail the firm transmission service made available
hereunder as follows:
6.2.1
curtailment of SDG&E's power deliveries using
the transmission service provided for in this
Agreement shall be made based on the
availability of Vernon's rights to 93 MW
between the Midway Substation and Sylmar
switching station. Vernon's rights to 93 MW
between . the Midway substation and Sylmar
switching station shall be those rights
obtained by Vernon from Edison pursuant to the
Edison-Vernon Firm Transmission Service
Agreement.
6.3 If, pursuant to section 6.2 any curtailments or
interruptions are made, SDG&E shall, immediately after
being orally notified by Vernon, of such curtailments for
interruptions, reduce its energy schedules in amounts and
for the duration as requested by Vernon.
6.4 The Parties recognize that the transmission service
provided by Vernon under this Agreement may be curtailed
or interrupted by Vernon in accordance with the
provisions of section 6.2. Such curtailment or
interruption shall not be considered a willful Action
pursuant ~o section 10.3. Vernon shall not be liable to
SDG&E, and SDG&E hereby releases and indemnifies Verno~
from and against any claim, demand, liability, loss, or
damage, whether direct, indirect, or consequential,
incurred by SDG&E or any electric customer or other
entity purchasing capacity or energy from SDG&E, which
results from such curtailment or interruption of firm
transmission service made available hereunder.
7. TRANSMISSION LOSSES:
7.1 SDG&E shall at.times and rates of deliveries as agreed by
Vernon's and SDG&E's schedulers, schedule deliveries of
energy to Edison on behalf of Vernon as full payment for
all electrical losses incidental to all hourly scheduled
energy deliveries hereunder. SDG&E will be charged
losses only to the extent it schedules energy. The
amount of such losses shall be deemed to be 1.5 percent
of the energy transmitted between the point of receipt
and the point of delivery.
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8. CHARGES:
8.1 Transmission Service: For firm bi-directional
transmission service made available by Vernon pursuant to
section 6.1, SDG&E shall pay Vernon ($0.75 per kilowatt-
month) $69,750.
8.2 Schedulinq and Dispatchinq Service: For scheduling and
dispatching service made available by Vernon to SDG&E,
and except as provided in section 8.2.5, SDG&E shall pay
to Vernon the sum of the following:
8.2.1
8.2.2
8.2.3
8.2.4
8.2.5
8.2.6
$59.60 for each combination of purchaser or
Supplier of capacity and associated energy
scheduled by SDG&E in a day.
$74.50 per day for each combination of
purchaser or Supplier of capacity and
associated energy and transmission path, for
transactions for which the purchaser has an
obligation to return capacity or energy to the
supplier, scheduled by SDG&E in a day;
$37.25 per day for each combination o~
purchaser or Supplier of non-firm energy and
transmission path scheduled by SDG&E in a day;
and
$22.35 per day for each combination of
Supplier and transmission path used by SDG&E
in a day to schedule energy deliveries to
Edison as payment for losses pursuant to
section 7.
Such scheduling and dispatching service charge
shall be waived for any day during which no
actual scheduling activity occurs between the
dispatchers of SDG&E or Third Parties and
Vernon.
In the event SDG&E fails to specify to Vernon
the type of transaction involved, the
scheduling and dispatching charges shall be as
set forth in section 8.2.1.
9. BILLING AND PAYMENT:
9.1 Vernon shall render biilsto SDG&E for firm transmission
service and for scheduling and dispatching service to be
provided hereunder. SDG&E shall pay such bills within 20
calendar days after receipt thereof.
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9.2 Payments which are not made in full by SDG&E by said due
dates shall thereafter accrue interest at 10 percent per
annum, or the maximum amount which is otherwise legally
authorized, whichever is less, of the unpaid balance
prorated by days until payment is made.
9.3 Bills shall be sent to:
San Diego Gas & Electric Company
c/o Accounting services BC 200B
P.O. Box 1803
San Diego, California 92113
10. LIABILITY:
10.1 Except for any loss, damage, claim, cost, charg~, or
expense resulting from willful Action, neither Party, its
directors or members of its governing bodies, officers,
employees, or agents shall be liable to the other for any
loss, damage, claim, cost, charge, or expense of any kind
or nature incurred by the other Party (including, without
limitation, direct, or indirect, or consequential loss,
damage, claim, cost, charge, or expense; and whether or
not resulting from the negligence of a Party, its
directors or members of its governing bodies, officers,
employees, or any person or entity whose negligence would
be imputed to such Party from the engineering, repair,
supervision, inspection, testing, protection, operation,
maintenance, replacement, reconstruction, use, or
ownership of such Party's electric system in connectiop
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 or members of its governing
bodies, officers, employees, and agen~s from any such
liability, including without limitation recording or
effecting a judgement lien against the other Party, its
directors, or members of its governing bodies, officers,
and employees.
10.2 Except for liability resulting from willful Action of the
other Party, a Party whose electric customers shall make
a claim or bring an action for any death, injury, loss,
or damage arising out of delivery of, or in connection
with, electric service to such customer result.ing from
the implementation of this Agreement, shall indemnify and
hold harmless the other Party, its directors or members
of its governing bodies, officers, employees, and agents
from and against any liability for such death, injury,
loss ,or damage. As used in this Agreement, the term
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"electric customer" shall mean an electric consumer, as
distinguished from an electric utility system to whom
power is delivered for resale.
10.3 For the purpose of this section 10, Willful Action shall
be defined as follows:
10.3.1
10.3.2
10.3.2.
Action taken or not taken by a Party at the
direction of its directors or members of its
governing bodies, officers, or employees
having management responsibility affecting its
performance under this Agreement, as follows:
10.3.1.1 Action which 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 is likely to result therefrom.
10.3.1.2 Action which has been determined by
final arbitration award or final
judgment or judicial decree to be' a
material default under this
Agreement and which occurs or
continues beyond the time specified
in such arbitration award or
judgment or judicial decree for
curing such default or, if no time
to cure is specified therein, occur-s
or continues thereafter beyond a
reasonable time to cure such
default.
10.3.1.3 Action which is knowingly or
intentionally taken or not taken
with the knowledge that such action
taken or not taken is a material
default under this A~reement.
willful Action does not include any act or
failure to act which is merely involuntary,
accidental, or negligent.
The phrase "Employees having management
responsibility", as used in this section 10.3,
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 the
Agreement with responsibility for results.
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11. NO THIRD PARTY RIGHTS: Unless otherwise specifically provided
in this Agreement, the Parties do not intend to create rights
in or grant remedies to any third party as a.beneficiary of
this Agreement, or of any duty, covenant, obligation, or
undertaking established hereunder.
12. NO DEDICATION OF FACILITIES: Any undertaking by one Party to
the other under any provision of this Agreement shall not
constitute the dedication of the system or any portion thereof
of either Party to the public or to the other Party, and it is
understood and agreed that any such undertaking by either
Party shall cease upon the termination of this Agreement.
13. UNCONTROLLABLE FORCES: Neither Party shall be considered to
be in default in the performance of any of its obligations
hereunder (other than obligations of SDG&E to make payment for
bills rendered pursuant to section 9) when a failure of
performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean any cause beyond the control
of the Party unable to perform such obligation, including, but
not limited to, failure of or threat of failure of facilities,
flood, drought, earthquake, storm, fire, pestilence, lightning
and other natural catastrophes, epidemic, war, riot, civil
disturbance or disobedience, strike, labor dispute, labor or
material shortage, sabotage, government priorities and
restraint by court order or public authority and action or non
action by or inability to obtain the necessary authorizations
or approvals from any governmental agency or authority, which
by exercise of due diligence such Party could not reasonably
have been expected to avoid and which by exercise of dqe
diligence it has been unable to overcome. Nothing contained
herein shall be construed as to require a Party to settle any
strike or labor dispute in which it may be involved.
14. GOVERNING LAW: This Agreement shall be interpreted, governed
by, and construed under the laws of the state of California or
the laws of the united States, as applicable, as if executed
and to be performed wholly within the state of California.
15. NON-WAIVER: 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. Any delay, short of a statutory period of
limitation in assessing or enforcing any right, shall not be
deemed a waiver of such right.
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16. RELATIONSHIP OF PARTIES: The covenants, obligations, and
liabilities of the Parties are intended to be several and not
joint or collective, and nothing contained in this Agreement
shall ,ever be construed to create an association, joint
venture, trust, or partnership, or to impose a trust or
partnership covenant, obligation, or liability on or with
regard to either Party. Each Party shall be individually
responsible for its own covenants, obligations, and
liabilities as provided in this Agreement. Neither Party
shall be under the control of or shall be deemed to control
the other Party. Neither Party shall be the agent of or have
a right or power to bind the other Party without such other
Party's express written consent.
17. ASSIGNMENT: The firm transmission service made available to
SDG&E by Vernon in accordance with this Agreement shall not be
sold or assigned by SDG&E to a Third Party.
18. NOTICES: Any notice, demand, or request provided for in this
Agreement, or served, given, or made in connection with it,
shall be in writing and shall be deemed properly served,
given, or made if delivered in person or sent by united States
mail, postage prepaid, to the persons specified below, Unless
otherwise provided in this Agreement.
San Diego Gas & Electric Company
c/o Secretary
P.O. Box 1831
San Diego, CA 92112
City of Vernon
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Either Party may at any time, by notice to the other Party,
change the designation or address of the person so specified
as the one to receive notices pursuant to this Agreement.
19. SIGNATURE CLAUSE: The signatories hereto represent that they
have been appropriately authorized to enter into this
Agreement on behalf of the Party for whom they sign.
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SAN DIEGO GAS & ELECTRIC COMPANY
By:
Sr.
~A.~
EDWIN A. GU LES
Vice President, Energy Supply
CITY OF VERNON
By: __~-{'~~~<~.
Mayor '
ATTEST:
By:
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Bruce V. Malkenhorst
City Clerk
Approved as to form:
By:
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Dav1d B. Brearley
city Attorney
EXHIBIT A
PROCEDURES FOR VERNON-SDG&E
TRANSMISSION SERVICE AGREEMENT
I. SCHEDULING:
A. PRESCHEDULES:
Preschedules will represent the scheduled energy
transactions between the Point of Receipt and Point of
Delivery. Preschedules are prepared each workday for the
period beginning 2400 hours, clocktime, of the current
workday through 2400 hours, clocktime of the next workday
including any intervening weekend or holiday.
1. Vernon's scheduler shall notify SDG&E's scheduler
by 10:00 a.m., each workday common to both Vernon
and SDG&E, of any transmission limitations,
including the duration and reason for such
transmission limitation which will affect
preschedules on the sylmar-Midway transmission
paths for the following workday inclUding any
intervening weekend or holiday.
2. Sylmar-Midway, schedules will be coordinated by
SDG&E's scheduler with Vernon's and Third parties
scheduler.
3. preschedules which shall include the time, amount,
Point of Delivery, point of Receipt, type of
transaction (for purposes of section 8.2), and the
Third Party. with which the transaction. is being
made with, will be completed by 1400 hours.
4. SDG&E will maintain responsibility for coordinating
all schedules with Third Parties and including any
intervening transmission system when applicable.
5. All. schedules transactions will be arranged in
accordance with SDG&E agreements and contracts with
Third Parties, and the Agreement.
B. REAL-TIME SCHEDULING:
Real-time scheduling refers to the period which begins
when the preschedule is deemed to be complete and
concludes at 2400 hours, clocktime, of the day for which
the preschedule is prepared.
1. Changes ina schedule will be made in accordance
wi th the agreements or contracts governing that
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tr~nsaction. SDG&E will use best efforts to keep
schedule changes to a minimum.
2. A schedule change will be arranged for a full hour.
Arrangements shall be completed no later than 30
minutes prior to that hour.
3. All schedule changes will be agreed upon with all
parties involved prior to implementation.
5. The above requirements do not preclude schedule
changes at other times as may be deemed necessary
and mutually agreed upon by the dispatchers.
However, such changes require that all participants
be notified for purposes of coordinating ramps and
proper accounting.
II. ACCOUNTING CRITERIA:
1. Scheduled deliveries and receipts of energy and capacity
will be accounted for by the clock hours and will be used
as the basis for accounting and or billing.
2. All schedules of energy and capacity must be agreed to by
all systems involved with the interchange. . Disputes must
be resolved promptly.
III. LOSS SCHEDULING:
1. SDG&E shall be responsible to schedule deliveries of
energy to Edison on behalf of Vernon as full paYment for
all electrical losses incidental to all hourly scheduled
energy deliveries. SDG&E should schedule deliveries of
energy at. Sylmar unless another delivery point is
mutually agreed between SDG&E and Vernon.
2. Vernon prescheduler and SDG&E prescheduler will keep a
balancing account of all losses incurred and paid back
duri~g the month.
3. In the event of either schedule changes or transmission
curtailments that take place in real-~ime that requires
the hourly loss obligation to be adjusted, then such
hourly loss account adjustments will be accounted for in
the balancing account and paid back the following
prescheduled day.
IV. CURTAILMENT:
1. curtailment of SDG&E's power deliveries using the
transmission service provided for in this Agreement shall
be made on a pro rata basis with Vernon's rights between
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the Midway Substation and Sylmar Switching station.
Vernon's rights between the Midway Substation and Sylmar
switching station shall be those rights obtained. by
Vernon from Edison pursuant to the Edison-Vernon Firm
Transmission Agreement. SDG&E shall reduce its energy
schedules in amounts and for the duration as requested by
Vernon immediately after being orally notified by Vernon.
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