Resolution No. 6534
y
1
RESOLUTION NO. 6534
2
3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF A POWER SALE AGREEMENT NO.4 (1995), DWR
CONTRACT NO. 95-2110-165380, BY AND BETWEEN THE
CITY OF VERNON AND THE DEPARTMENT OF WATER
RESOURCES OF THE STATE OF CALIFORNIA
4
5
6
7
WHEREAS, the City of Vernon has been purchasing firm
capacity and associated energy from the Department of Water
8
9
Resources of the State of California (CDWR) since January 1, 1987;
and
10
11
12
WHEREAS, the City Council of the City of Vernon adopted
Resolution No. 5700 on December 19, 1989, which approved and
13
authorized the execution of a Power Sale Agreement No. 3 (1991-
14
1993) between the City of Vernon and CDWR; and
15
16
WHEREAS, the City Council of the city of Vernon adopted
Resolution No. 5970 on August 6, 1991, which approved an Amendment
17
No. 1 to the Power Sale Agreement No. 3 (1991-1993) permitting the
reduction of the amount of associated energy Vernon purchased from
18
19
CDWR; and
20
21
WHEREAS, the City Council of the City of Vernon and the
CDWR desire to enter into a Power Sale Agreement No. 4 (1995) to
22 provide for the purchase of firm capacity and associated energy
23
from CDWR from January 1, 1995 through December 31, 1995.
24
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
25
CITY OF VERNON AS FOLLOWS:
26
SECTION 1: The City Council of the City of Vernon does
27 hereby find and determine that the recitals contained hereinabove
28
are true and correct.
1
SECTION 2: The City Council of the City of Vernon hereby
2 approves the Power Sale Agreement No.4 (1995), DWR Contract No.
3 95-2110-165380, a copy of which has been presented to the City
4 Council concurrently with this resolution, and the City Council
5 hereby orders said Agreement to be received and filed by the city
6 Clerk.
7
SECTION 3: The City Council of the City of Vernon hereby
8 authorizes the Mayor and the City Clerk to execute said Agreement
9 for, and on behalf of, the City of Vernon.
10
SECTION 4: The City Clerk of the City of Vernon shall
11 certify to the passage of this resolution and thereupon and
12 thereafter the same shall be in full force and effect.
13
14
APPROVED AND ADOPTED this 26th day of October, 1994.
~~'
/~
MALKENHORST, City Clerk
15
16
ATTA
BRUCE V.
17
18
19
20
21
22
23
24
25
26
27
28
-2-
1
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
,
3
I, BRUCE V. MALKENHORST, City Clerk of the City of
8
9
10
11
12 (SEAL)
BRUCE V.
2
4
5
Vernon, do hereby certify that the foregoing Resolution, being
6
Resolution No. 6534, was duly adopted by the City Council of the
City of Vernon at an adjourned regular meeting of the City Council
7
duly held on Wednesday, October 26, 1994, and thereafter was duly
signed by the Mayor of the City of Vernon.
4
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-3-
SUPPORTING
DOCUMENTS
'oi. 't. , ..
'"
~ 653~
1
DWR Contract No.95-2110-165380
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
POWER SALE AGREEMENT NO.4 (1995)
BETWEEN
DEPARTMENT OFW ATER RESOURCES
OF THE STATE OF CALIFORNIA
AND
THE CITY OF VERNON
1 CITY OF VERNON
2 DEPARTMENT OF WATER RESOURCES OF THE STATE OF CALIFORNIA
3 POWER SALE AGREEMENT NO.4 (1995)
4
5 1. PARTIES: The Parties to this Agreement are: City of Vernon
6 "Vernon" and the Department of Water Resources of the State of
7 California "DWR"; hereinafter sometimes referred to individually
8 as "Party" and collectively as "Parties".
9 2. RECITALS: This Agreement is made with reference to the
10 following facts, among others:
11 2.1 Vernon is a utility engaged in the business of
12 generation and distribution of electric power and energy in the
13 State of California.
14 2.2 DWR is engaged in the operation of the State Water
15 Resources Development System pursuant to the laws of the State of
16 California, including the generation, transmission, sale and
17 purchase of electric power and energy.
18 2.3 Vernon and DWR desire to enter into this Agreement
19 providing for the sale of firm capacity and associated energy
20 during the calendar year 1995.
21 3. AGREEMENT: The Parties agree as follows:
22 4. TERM: This Agreement shall become effective on the date
23 when it has been executed by both Parties and approved by the
24 Department of General Services of the State of California. This
25 Agreement shall terminate on December 31, 1995.
26 III
27 I I I
28 2
. .
1
[:
...J .
CAPACITY AND ENERGY:
2
5.1 Between the period of January 1 through December 31,
3 1995 DWR shall make available to Vernon and Vernon shall accept
4 from and pay DWR for firm capacity and associated energy as
5 follows:
6
5.1.1 For the months of May through October, "Summer",
7 DWR shall make available to Vernon and Vernon shall accept from
8 and pay DWR for 30 MW of firm capacity. Except as provided in
9 Section 5.2, Vernon shall take and pay for 180 MWh of firm on-
10 peak associated energy between the hours of 1300 to 1900 each
11 Workday, and 240 MWh of firm mid-peak associated energy between
12 the hours of 0900 to 1300, and the hours of 1900 to 2300 each
13 Workday.
14
5.1.2 For the months of November through April,
15 "Winter", DWR shall make available to Vernon and Vernon shall
16 accept from and pay DWR for 20 MW of firm capacity. Except as
17 provided in Section 5.2, Vernon shall take and pay for 100 MWh of
18 firm on-peak associated energy between the hours of 1700 to 2200
19 each Workday, and 180 MWh of firm mid-peak associated energy
20 between the hours of 0800 to 1700 each Workday.
21
5.2 Vernon may reduce its obligations to accept and pay DWR
22 for associated energy supplied pursuant to Section 5.1 during (i)
23 the day before and the day after a holiday, and (ii) one week
24 before and one week after Christmas, or (iii) under operational
25 constraints, but to no less than 95% energy factor for a given
26 calendar month. Such reduction in schedule of associated energy
27 1/1
28 3
1 shall not be for the purpose of allowing Vernon to purchase off-
2 system energy unless such energy is associated with firm capacity
3 made available pursuant to a written agreement.
4 5.3 "Workday" shall mean each Monday through Friday, except
5 the following holidays: New Year's Day, Christmas Day,
6 Washington's Birthday Observed, Independence Day, Veterans Day,
7 Thanksgiving Day, Memorial Day, and Labor Day. If any of the
8 above named holidays is a Sunday, the following Monday shall not
9 be considered a workday.
10 5.4 If DWR is unable to deliver or Vernon is unable to
11 receive the full amount of associated energy scheduled during any
12 hour due to an uncontrollable force, the amount of associated
13 energy Vernon is obligated to take and pay for shall be reduced
14 by the amount of such energy not delivered or received unless
15 otherwise agreed between the Parties. Except as provided in
16 Section 7.3, an uncontrollable force shall not reduce Vernon's
17 obligation to pay for capacity made available by DWR.
18 6. SCHEDULING AND DISPATCHING:
19 6.1 Unless otherwise agreed by the Parties' dispatchers and
20 schedulers, schedules for associated energy deliveries, pursuant
21 to section 5.1, shall be confirmed no later than 1100 hours on
22 each workday prior to the day of such schedules.
23 6.2 Deliveries of associated energy shall be deemed to be
24 made during the hours and in the amounts so scheduled, provided
i5 that if deliveries of associated energy are interrupted, the
26 1//
27 1/(
28 4
-f
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
schedules for delivery of associated energy during such
interruption shall be amended to reflect such interruption.
7. CHARGES:
7.1 Vernon shall pay DWR a monthly capqcity charge as
follows:
Summer; $3.00 per kilowatt-month.
Winter; $1.80 per kilowatt-month.
7.2 Vernon shall pay DWR for each kilowatt-hour of
associated energy scheduled and delivered as follows:
25.00 mills per on-peak kilowatt-hour, and
22.00 mills per mid-peak kilowatt-hour.
7.3 In the event of a single 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 5.1 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.
7.4 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
other third party for two or more continuous
monthly capacity charge for the capacity
24 Vernon to SCE or any
25 calendar months, the
26 III
27 III
28
5
1 curtailed in the second and successive calendar months shall be
2 waived by DWR.
3 8. HARDSHIP: In the event that SCE or the Federal Energy
4 Regulatory Commission changes the on-peak and mid-peak hours
5 during which Vernon incurs demand charges for the partial
6 requirements capacity and associated energy that Vernon would
7 otherwise purchase from SCE, the Parties agree to renegotiate the
8 hours of delivery under this Agreement in an attempt to satisfy
9 the intent of this Agreement to provide firm capacity and
10 associated energy during such on-peak and mid-peak periods.
11 9. POINT OF DELIVERY: The Point of Delivery hereunder shall be
12 the Sylmar Substation, or such other point of delivery to which
13 the Parties' dispatchers or schedulers mutually agree.
14 10. BILLING AND PAYMENT:
15 10.1 Bills under this Agreement shall be rendered monthly
16 by DWR to Vernon for capacity made available and associated
17 energy scheduled and delivered to Vernon during the preceding
18 month. Vernon shall pay such bills within twenty (20) calendar
19 days after receipt thereof.
20 10.2 Bills or portions of bills which are not paid when due
21 shall thereafter bear interest at the rate of one (1) percent per
22 month or at the maximum rate of interest allowed by law,
23 whichever is less, from the date payment is due until such
24 payment is received by DWR. Such interest charge shall also
25 apply to any unpaid bill or portion thereof which is disputed and
26 thereafter determined to be proper. If a payment is made and
27 III
28 6
1 later determined to be improper, said payment shall be returned
2 with interest to the date of return. Remittances received by
3 mail will be accepted without assessment of such charges where
4 the postmark indicates the payment was mailed on or before the
5 due date.
6
10.3 All billings to Vernon shall be sent to:
8
City of Vernon
Attention: City Administrator
4305 Santa Fe Avenue
Vernon, California 90058
7
9
10
10.4 All payments to DWR shall be sent to:
12
Department of Water Resources
Attention: General Accounting Office
Post Office Box 942836
Sacramento, California 94236-0001
Contract No. 95-2110-165380
11
13
14 11. UNCONTROLLABLE FORCES:
15
11.1 Neither Party shall be considered to be in default in
16 the performance of any of its obligations under this Agreement
17 (other than obligations of Vernon to make payment for bills
18 rendered pursuant to this Agreement) when failure of performance
19 shall be due to uncontrollable forces. The term "uncontrollable
20 forces" shall mean any cause be.yond the control of the Party
21 unable to perform such obligations, including, but not limited
22 to, failure of or threat of failure of facilities, flood,
23 earthquake, storm, drought, fire, pestilence, lightning and other
24 natural catastrophes, epidemic, war, riot, civil disturbance or
25 disobedience, strike, labor dispute, labor or material shortage,
26 sabotage, government priorities and restraint by court order or
27 1//
28 7
1 public authority and action or non-action by or inability to
2 obtain the necessary authorizations or approvals from any
3 governmental agency or authority which by exercise of due
4 diligence such Party could not reasonably have been expected to
5 avoid and which by exercise of due diligence it has been unable
6 to overcome. Nothing contained in this Section 11 shall be
7 construed as to require a Party to settle any strike or labor
8 dispute in which it may be involved.
9 11.2 Any Party rendered unable to fulfill any of its
10 obligations under this Agreement by reason of an uncontrollable
11 force shall give prompt oral notice and timely written notice of
12 such fact to the other Party and shall exercise due diligence to
13 remove such inability with all reasonable dispatch.
14 12. LI~ILITY:
15 12.1 Except for any loss, damage, claim, cost, charge, or
16 expense resulting from Willful Action, neither Party, its
17 directors, officers, or employees shall be liable to the other
18 Party for any direct, indirect, or consequential loss, damage,
19 claim, cost, charge, or expense of any kind or nature incurred by
20 the other Party (whether or not resulting from the negligence of
21 a Party, its directors, officers, employees, or any person or
22 entity whose negligence would be imputed to such Party) resulting
23 from the performance or non-performance of.the obligations of a
24 Party under this Agreement;. and each Party releases the other
25 Party, its directors, officers and employees from any such
26 liability.
27 III
28 8
1 12.2 Except for liability resulting from Willful Action of
2 the other Party, a Party whose electric customer shall make a
3 claim or bring an action against the other Party for any death,
4 injury, loss or damage arising out of electric service to such
5 customer, which death, injury, loss or damage arises out of a
6 Party's performance or non-performance of its obligations under
7 this Agreement, shall indemnify and hold harmless, to the full
8 extent permitted by law, the other Party, its directors, officers
9 and employees from and against any liability for such death,
10 injury, loss or damage. For the purpose of this Section 12, the
11 term "electric customer" shall mean an electric consumer, except
12 an electric utility system to which power is delivered for
13 resale.
14 12.3 Except for liability resulting from Willful Action of
15 the other Party, a Party whose employee shall make a claim or
16 bring an action against the other Party for any death, injury,
17 loss or damage arising out of a Party's performance or
18 non-performance under this Agreement and occurring in connection
19 with such employee's employment, shall indemnify and hold
20 harmless, to the extent permitted by law, the other Party, its
21 directors, officers and employees for such death, injury, loss or
22 damage.
23 12.4 For the purpose of this Section 12, Willful Action
24 shall be defined as:
25 12.4.1 Action taken or not taken by a Party at the
26 direction of its directors, officers or employees having
27 III
28 9
1 management or administrative responsibility affecting its
2 performance under this Agreement, which action is knowingly or
3 intentionally taken or failed to be taken with conSClOUS
4 indifference to the consequences thereof or with intent that
5 injury or damage would result or would probably result therefrom.
6 12.4.2 Action taken or not taken by a Party at the
7 direction of its directors, officers or employees having
8 management or administrative responsibility affecting its
9 performance under this Agreement, which action has been
10 determined by final arbitration award or final judgment or
11 judicial decree to be a material default under this Agreement and
12 which occurs or continues beyond the time specified in such
13 arbitration award or judicial decree for curing such default or,
14 if no time to cure is specified therein, occurs or continues
15 . thereafter beyond a reasonable time to cure such default.
16 12.4.3 Action taken or not taken by a Party at the
17 direction of its directors, officers or employees having
18 management or administrative responsibility affecting its
19 performance under this Agreement, which action is knowingly or
20 intentionally taken or failed to be taken with the knowledge that
21 such action taken or failed to be taken is a material default
22 under this Agreement.
23 12.4.4 Willful Action does not include any act or
act which is merely involuntary, accidental or
24 failure to
25 negligent.
26 III
27 III
28
10
1 12.4.5 The phrase "employees having management or
2 administrative responsibility", as used in this Section 12, means
3 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 performance
6 under this Agreement with responsibility for results.
7 13. WAIVERS: Any waiver at any time by either Party of its
8 rights with respect to a default under this Agreement, or with
9 respect to any other matter arising in connection with this
10 Agreement, shall not be deemed a waiver with respect to any
11 subsequent default or other matter arising in connection
12 therewith or otherwise. Any delay, short of the statutory period
13 of limitation in asserting or enforcing any right, shall not be
14 deemed a waiver of such right.
15 14. ARBITRATION: The Parties shall make reasonable efforts to
16 settle all disputes arising under this Agreement as a matter of
17 normal business and without recourse to either arbitration or
18 litigation. If any dispute cannot be resolved within one year
19 from the date of written notice of a claim, either Party may
20 commence arbitration by providing the other Party with a demand
21 for arbitration, no later than 30 days thereafter. All disputes
22 shall be settled through binding arbitration as set forth by the
23 Commercial Rules of the American Arbitration Association.
24 III
25 ///
26 //1
27 //1
28 11
1 15. NOTICES: Except as otherwise provided in this Agreement,
2 any notice, demand or request provided for in this Agreement, or
3 served, given or made in connection with this Agreement, shall be
4 in writing and shall be deemed properly served, given or made if
5 delivered in person or sent by United States mail, postage
6 prepaid, to the persons specified below:
7 To or upon Vernon:
9
City of Vernon
c/o City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
8
10
11
with a copy to:
13
City of Vernon
c/o City Administrator
4305 Santa Fe Avenue
Vernon, California 90058
12
14
15 To or upon DWR:
16 Department of Water Resources
c/o Power Manager
17 Division of Operations and Maintenance
Post Office Box 942836
18 Sacramento, California 94236-0001
19 Either Party may, at any time by notice to the other Party,
20 change the designation or address of the person so specified as
21 the one to receive notices pursuant to this Agreement.
22 16. NONDISCRIMINATION: During the performance of this Agreement
23 the Parties shall not deny the Agreement's benefits to any person
24 on the basis of religion, color, ethnic group identification,
25 sex, age, physical or mental disability, nor shall they
26 discriminate unlawfully against any employee or applicant for
27 / I I
28 12
.
1 employment because of race, religion, color, national origin,
2 ancestry, physical handicap, mental disability, medical
3 condition, marital status, age (over 40) or sex. Each Party
4 shall insure that the evaluation and treatment of employees and
5 applicants for employment are free of such discrimination.
6 17. ASSIGNMENTS: This Agreement shall not be assigned without
.
7 the written consent of the Parties, which consent shall not be
8 unreasonably withheld.
9 18. AUDIT CLAUSE: Each Party shall be subject to the
10 examination and audit of the California State Auditor for a
11 period of three years after final payment is made under this
12 Agreement.
13 19. DRUG-FREE WORKPLACE CERTIFICATION: The Parties certify,
14 under penalty of perjury, compliance with Government Code Section
15 8355 in matters relating to providing a drug-free workplace. The
16 Parties have or will:
17
19.1 Publish a statement notifying their employees that:
18 (a) unlawful manufacture, distribution, dispensation, possession
19 or use of a controlled substance is prohibited; and (b)
20 specifying actions to be taken against employees for violation,
21 as required by Government Code section 8355a.
22
19.2 Establish a Drug-Free Awareness Program as required by
23 Government Code Section 8355b, to inform their employees about
24 the (a) dangers of drug abuse in the workplace, (b) policy of
25 maintaining a drug-free workplace, (c) available counseling,
26 rehabilitation and employee assistance programs, and (d)
27 //1
28 13
.
1 penalties that may be imposed upon them for drug abuse
2 violations.
3 19.3 As required by Government Code Section 8355c, (a)
4 provide every employee who works in the performance of the
5 Agreement a copy of the drug-free workplace policy statement, and
6 (b) obtain from their employees or representatives an agreement
7 to abide by the terms of the drug-free workplace policy statement
8 as a condition of employment.
9 20. WORKERS' COMPENSATION CLAUSE: Each Party affirms that it is
10 aware of the provisions of Section 3700 of the California Labor
11 Code which require every employer to be insured against liability
12 for workers' compensation, or to undertake self-insurance in
13 accordance with the provisions of that Code. Each Party affirms
14 that it will comply with such provisions prior to the execution
15 of this Agreement.
16 III
17 III
18 III
19 III
20 III
21 III
22 III
23 IIII
24 III
25 III
26 III
27 //1
28 14
..
1 21. SIGNATURE CLAUSE: The signatories to this Power Sale
2 Agreement represent that they have been appropriately authorized
3 to enter into this Agreement on behalf of the Party for whom they
4 slgn.
5
6
7 APPROVED AS TO FORM
CITY OF VERNON
8
9 By: Dn..-J ~I ~A~P/
City Attorn~
BY~,~~~r?:.?!'c,~
~ ayor ,
Da t e : u:G1i'<A..".x 7 / en '/
10
11
12 ATTEST
13 By: d ~<.L. / p/P/7
14
15
APPROVED AS TO LEGAL
FORM AND ~CIENCY
By: ~~
Assistant Chief Counsel
16
17
18
Date:
19
I-----T-------r---/
I '", !
1-~,4-"" "," ",-,'-'!
I ~'r.,L~--:-:----'-- '" ,',.-:-~I
20
21
j'.;..
i_..-'
~ '
22
/"f" D' <-...t" r OB -f"'" f
rf'" l~~!i
) /
/~>{7 ~-,-
Chief Counsef
i
23
24
25
26
27
28
15