Resolution No. 63105
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RESOLUTION NO. 6310
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN AGREEMENT FOR THE SALE /PURCHASE OF
CAPACITY AND ENERGY BY AND BETWEEN THE CITY OF
VERNON AND THE IMPERIAL IRRIGATION DISTRICT
WHEREAS, the City of Vernon desires to purchase up to 20
MW of capacity and associated energy from time to time to displace
Vernon's Special Condition No. 12 resources which are not
scheduled or dispatched for economic reasons, scheduled
maintenance or unscheduled outages; and
WHEREAS, the Imperial Irrigation District ( "District ")
has excess generation capacity and associated energy to make
available to the City of Vernon; and
WHEREAS, the District has firm transmission paths
available between its generation resources and Sylmar Converter
Station.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: That the City Council of the City of Vernon
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
approves the Agreement for the Sale /Purchase of Capacity and
Energy, 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 the City Clerk.
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,
and on behalf of, the City of Vernon.
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 17th day of August, 1993.
Thomas A. Yarra, Mayor Pro Tem
BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
ss
I, BRUCE V. MALKENHORST, City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 6310, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
on Tuesday, August 17, 1993, and thereafter was duly signed by the
Mayor of the City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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AGREEMENT FOR THE SALE /PURCHASE OF CAPACITY AND ENERGY BETWEEN
THE CITY OF VERNON
AND
IMPERIAL IRRIGATION DISTRICT
1. PARTIES: The Parties to this Agreement are the City of Vernon,
California, a municipal corporation of the state of California,
( "Vernon ") and Imperial Irrigation District, an irrigation district
organized and operating under the Water Code of the state of
California, ( "District ").
2. RECITALS: This Agreement is made with reference to the
following:
2.1 Vernon desires to purchase up to 20 MW of capacity and
associated energy from time to time to displace Vernon's Special
Condition 12 resources which are not scheduled or dispatched for
economic reasons, scheduled maintenance or unscheduled outages.
2.2 District expects normally to have generation capacity and
associated energy in excess of its requirements and to be able to
make such capacity and energy available to Vernon.
2.3 District has firm transmission paths available between
its generation resources and Sylmar Converter Station.
3. EFFECTIVE DATE AND TERM: This Agreement shall become effective
as of the date it has been approved by Vernon's City Council and
District's Board of Directors and continue in effect until
cancelled by thirty days' notice from either Party and when all
obligations of the Parties to make payments under this Agreement
have been satisfied.
4. DEFINITIONS: The following terms, when used herein with
initial capitalization, whether in the singular or the plural,
shall have the following meanings:
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4.1 Agreement: This Agreement for the Sale /Purchase of
Capacity and Energy between the City of Vernon and Imperial
Irrigation District.
4.2 Authorized Representative: The representative designated
pursuant to Section 8.
4.3 Edison: Southern California Edison Company.
4.4 Los Angeles: The Department of Water and Power of the
City of Los Angeles.
4.5 Party: Either Vernon or District
4.6 Point of Delivery: The point where Edison 's 230 Kv
electrical system interconnects with Los Angeles' electrical system
at the Sylmar Switching Station located in Los Angeles County,
California.
5. SERVICE: Subject to Section 9.1, District shall make available
and Vernon shall purchase generation capacity and associated
energy as follows:
5.1 All transactions under this Agreement shall be for the
sale and purchase of capacity and associated energy up to a maximum
of 20 MW (20 MWH /HR) from the District to Vernon. Such capacity
and energy shall be scheduled by the District through Los Angeles
to Edison for Vernon's account at the Point of Delivery using
transmission entitlements District has obtained between Palo Verde
Switchyard and the Point of Delivery.
5.2 During the term of this Agreement, Vernon may request
information as to the amount of capacity and associated energy
District can make available at the Point of Delivery. District
shall respond within a reasonable time
5.3 The Parties' schedulers and dispatchers are authorized to
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agree upon the amount (MW), hours, and price for transactions which
do not exceed 10 calendar days.
5.4 For transactions longer than 10 calendar days but not
exceeding 31 calendar days, the Authorized Representatives shall
execute a separate written confirmation specifying the amounts
(MW), hours, and price.
5.5 District's obligation to make available capacity and
associated energy when agreed by the Parties' representatives
pursuant to either Section 5.3 or 5.4, is a firm obligation,
contingent only upon Uncontrollable Forces (as provided in Section
14) and upon District's ability to serve first its own firm
customer load after fully committing all of its then available
resources. If it becomes necessary for the District to curtail
service to Vernon, District shall use its best efforts to notify
Vernon as far in advance of the curtailment as possible.
6. CHARGES: The rates for capacity and energy shall be as
agreed to by the Parties' representatives as provided in
Sections 5.3 and 5.4.
7. BILLING AND PAYMENT:
7.1 District shall render a bill to Vernon by the 10th day of
the following month for service made available hereunder during the
preceding month. Vernon shall pay such bills within twenty
calendar days after receipt thereof.
7.2 If Vernon does not pay the bills by the due date, it
shall thereafter bear interest at the rate of one percent per month,
or the maximum legal rate, whichever is less, of the unpaid balance
prorated by days until payment is received by District.
7.3 If any portion of the bill is disputed, Vernon shall
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1 pay the bill including the disputed amount to District under
2 protest when due. If the protested portion of the payment is found
3 to be incorrect, District shall refund to Vernon any amount due
4 including interest at the rate of one percent per month, or the
maximum legal rate, whichever is less, prorated by days from the
date of payment by Vernon to the date the refund check is mailed
by District.
8 8. Authorized Representative: Each Party shall designate an
9 Authorized Representative and alternate in writing to the other
10 Party to act in its behalf in implementation of this Agreement with
11 respect to those matters contained herein which are the functions
12 and responsibilities of the Authorized Representatives provided
13 that the Authorized Representatives shall have no authority to
14 modify any of the terms of this Agreement. Either Party may at any
15 time change the designation of its Authorized Representative by
16 written notice to the other Party.
17 9. RELEASE:
18 9.1 The Parties recognize that the service provided by
19 District under this Agreement may be curtailed or interrupted
20 by District when either (i) continuity of service to District's
21 native load customers is in jeopardy and after committing all of
22 its then available resources or (ii) transmission service made
23 available by Los Angeles to District is curtailed or interrupted to
24 the extent such curtailment or interruption will not permit
25 District to continue schedules of energy hereunder.
26 9.2 District shall not be liable to Vernon and Vernon hereby
27 releases District from and indemnifies District against any claim,
28 demand, liability, loss or damage, whether direct, indirect or
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consequential incurred by Vernon or others which results from such
curtailment or interruption under this Agreement.
10. 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.
11. NO THIRD PARTY RIGHTS: Except as otherwise specifically
provided in this Agreement, the Parties do not intend to create
rights in, or to grant remedies to, any third party as a
beneficiary of this Agreement or of any duty, covenant obligation
or undertaking established herein.
12. 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.
13. NOTICES: Any notice, unless otherwise provided in this
Agreement, 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 or sent by United States mail, postage prepaid,
to the persons specified below:
//
City of Vernon
c/o City Administrator
4305 Santa Fe Avenue
Vernon, California 90058
Imperial Irrigation District
c/o General Manager
P. O. Box 937
Imperial, CA 92251
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1 14. UNCONTROLLABLE FORCES:
2 14.1 Neither Party shall be considered to be in default in
3 the performance of any of its obligations under this Agreement
4 (other than obligations of said Party to make payments hereunder)
5 when a failure of performance shall be due to uncontrollable
forces. A Party rendered unable to fulfill any of its obligations
under this Agreement by reason of an uncontrollable force shall
exercise due diligence to remove such inability with all reasonable
dispatch. Nothing contained herein shall be construed so as tc
10 require a Party to settle any strike or labor dispute in which it
11 may be involved.
12 14.2 For the purposes_ of this Agreement, an uncontrollable
13 force shall be any cause beyond the control of the Party affected,
14 including but not limited,to, failure of or threat of failure of
15 facilities, flood, earthquake, storm, fire, lightning, epidemic,
16 famine, war, riot, civil disturbance or disobedience, labor
17 dispute, labor or material shortage, sabotage, restraint by court
18 order or public authority, and action or nonaction by, or inability
19 to obtain necessary authorizations or approvals from any
20 governmental agency or authority which, by exercise of due
21 diligence and foresight, such Party could not reasonable have been
22 expected to avoid and which, by exercise of due diligence, it has
23 been unable to overcome.
24 15. SIGNATURE CLAUSE: The signatories hereto represent that they
25 have been appropriately authorized to enter into this Agreement for
26 the Sale /Purchase of Capacity and Energy on behalf of the Party for
27 whom they sign.
28 //
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J
CITY OF VERNON
By:
1993.
a
Tit
Attest
By:
Title: City Clerk
Approved As To Form
By:
itle:
Date:
IMPERIAL IRRIGATION DISTRICT
By:
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