Resolution No. 6682
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RESOLUTION NO. 6682
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF A SETTLEMENT AGREEMENT RELATING TO LOS
ANGELES SUPERIOR COURT CASE NO. BC 104302 BY AND
AMONG THE CITIES OF AZUSA AND BANNING AND THE
CITY OF VERNON
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WHEREAS, on May 6, 1994, the cities of Anaheim, Colton,
Riverside, Azusa and Banning filed an action against the City of
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Vernon in the Los Angeles Superior Court, Case No. BC 104302,
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alleging a right to reimbursement on certain contracts concerning
the California-Oregon Transmission Project; and
WHEREAS, the City of Vernon has been negotiating with the
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individual cities in an attempt to compromise each of their
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respective claims in the litigation; and
WHEREAS, the City of Vernon and the cities of Azusa and
Banning wish to enter into a full settlement of each of their
respective claims in the above-referenced litigation; and
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WHEREAS, said settlement is not an admission or a
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determination by the City of Vernon as to the merits of any claims
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or allegations raised by the cities in said litigation.
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 does
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hereby find and determine that the recitals contained hereinabove
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are true and correct.
SECTION 2: The city Council of the City of Vernon hereby
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approves the Settlement Agreement by and among the cities of Azusa
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and Banning and the City of Vernon, the original Agreement has
1 been presented to the city Council concurrently with this
2 resolution, and the City council hereby orders said Agreement to
3 be received and filed by 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 Agreement
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
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9 thereafter the same shall be in full force and effect.
10 APPROVED AND ADOPTED this 3rd day of October, 1995.
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BRUCE V. MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA
2 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. 6682, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
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on Tuesday, October 3, 1995, and thereafter was duly signed by the
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Mayor of the City of Vernon.
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12 (SEAL)
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BRUCE V. MALKENHORST, city Clerk
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EXECUTION COPY .
SETTLEMENT AGREEMENT AMONG
THE CITIES OF AZUSA AND BANNING
AND.
THE CITY OF VERNON
RELATING TO
LOS ANGELES SUPERIOR COURT
CASE NO. BC 104302
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TABLE OF CONTENTS
PARTIES
RECITALS .
TERM OF AGREEMENT
AGREEMENT
4.1
4.2
4.3
4.4
4.5
Firm Enerqy . . . . . . . . . .
Non-firm Transmission Service .
Azusa Payment . . . .
Banning Assiqnment . . . . . . .
Dismissal of Action .
BILLING AND PAYMENT
AUTHORIZED .REPRESENTATIVES .
LIABILITY AND INDEMNITY
NONPRECEDENT AND RESERVATION
8.1 Nonprecedent . . . . .
8.2 Non-Admission By Vernon
8.3 Non-Opposition to Other
OF RIGHTS .
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settlement Aqreements .
10.0 NONSEVERABILITY
PREVIOUS COMMUNICATIONS . . . . . . . . . . . . . .
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11.0 NONWAIVER OF CONTRACTUAL RIGHTS
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12.0 UNCONTROLLABLE FORCE. .
13.0 NONDEDICATION OF FACILITIES
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14.0 NOTICES
15.0 RELATIONSHIP OF PARTIES
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16.0 NO THIRD PARTY RIGHTS
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17.0 ASSIGNMENT. .
18.0 GOVERNING LAW AND REGULATIONS
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19.0 CONSTRUCTION OF AGREEMENT
20.0 CAPTIONS AND HEADINGS
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21.0 SIGNATURE CLAUSE.
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EXHIBIT A-AGREEMENT FOR SALE OF FIRM ENERGY .
1.0 PARTIES. . .
2 . 0 RECITALS . . .. . . . . . . . . . . . . . . .
3.0 TERM OF AGREEMENT. . . . . . . .
4.0 AGREEMENT. . . . .
5.0 BILLING AND PAYMENT. . . . . . . .
6 . 0 NOTICES. .. .. . . . . . . . . . . . . . . . .
7.0 SIGNATURE CLAUSE
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SETTLEMENT AGREEMENT
AMONG
THE CITIES OF AZUSA AND.BANNING,
AND
THE CITY OF VERNON
RELATING TO
LOS ANGELES SUPERIOR COURT CASE NO. BC104302
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PARTIES
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The parties to this settlement agreement ("Agreement") are
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the cities of Azusa and Banning, municipal corporations of the
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state of California ("Azusa" and "Banning") and the City of
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("Vernon").
Each signatory is a Party and collectively are the
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Parties.
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2.0
RECITALS
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This Agreement is made with reference to the following facts,
among others:
2.1 The Parties are engaged in the. generation, transmission,
and/or distribution of electric power and energy in the
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southwestern United states.
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2.2 Electrical system interconnections exist which will
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allow Azusa to sell and Vernon to purchase electrical power and
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energy, subject to the terms and conditions of this Agreement,
including Exhibit A attached hereto.
2.3 The cities of Anaheim, Colton, Riyerside, Azusa and
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Banning, filed an action in the Superior Court of the state of
California, County of Los Angeles, Case No. BC 104302 ("the
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Action"), on May 6, 1994, alleging a right to reimbursement on
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1 certain contracts pertaining to the California-Oregon Transmission
2 Project. Vernon denies the existence of such right.
3 2.4 In order to limit the time and expense of lengthy and
4 complex litigation, Vernon has been negotiating with the
5 plaintiffs in the Action collectiyelyand individually, and the
6 Parties are willing to individually compromise their respective
7 claims in the Action as set forth herein and Azusa and Banning are
8 willing to file dismissals in the Action with prejudice.
9 2.5 This Agreement is entered into by the Parties in good
10 faith and in full settlement of each such respective claim in the
11 Action and with the stipulation that this Agreement is not a
12 determination or admission as to the merits of any claims or
13 allegations set forth in the Action and shall not be admitted in
14 evidence in any proceeding other than to prove the terms and
15 conditions of this agreement.
16 3.0 TERM OF AGREEMENT
17 This Agreement shall become effective on the date last herein
18 mentioned when signed by all Parties hereto and shall remain in
19 effect until completion of performance, including payment of all
20 bills for service, or shall terminate in any event on July 1,
21 1999, and all Parties' rights shall expire on said termination
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23 4.0 AGREEMENT
24 In consideration of the mutual covenants contained herein,
25 the Parties agree as stated herein.
26 4.1. Firm Enerqy. Azusa shall sell and Vernon shall purchase
27 Firm Energy pursuant to the provisions of the Agreement for Sale
28 of Firm Energy which is attached hereto as Exhibit A and
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1 incorporated herein by this reference. Said Agreement shall be
2 interpreted as part of this Agreement and hereby includes the
3 provisions of this Agreement.
4 4.2 Non-firm Transmission Service. .Vernon shall provide to
5 Azusa and Banning the option to purchase from Vernon up to nine
6 megawatts (9MW) in the aggregate of Non-firm Transmission Service
7 on the Pacific DC Intertie between NOB and Sylmar or between
8 Midway and Sylmar for the months of March and April, 1996. If
9 Azusa and Banning do not notify Vernon by February 20, 1996 of
10 their intent to exercise the option to purchase such Service, such
11 option shall be deemed waived by Azusa and Bann~ng. If Azusa and
12 Banning notify Vernon by February 20, 1996, of their intent to
13 exercise such option, such notification shall include: (1) the
14 amount of energy to be scheduled by Azusa and Banning each month;
15 (2) the transmission path selected; and (3) the commitment to pay
16 Vernon, at a rate of fifty cents per megawatt hour ($0.50/MWh),
17 for all Energy specified in such notice to be scheduled during
18 each month. Should the combined request for such service exceed 9
19 MW, Azusa shall have priority rights to 6 MW and Banning shall
20 have priority rights to 3 MW. However, in all events, Vernon's
21 total obligation to supply such service shall not exceed 9 MW.
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4.2.1
Azusa and Banning shall submit their hourly
23 preschedule (not to exceed 9 MW per hour in the aggregate) to
24 Vernon by'0930 hours. Preschedules shall be completed on each
25 Workday ("Workday" means each day which Azusa, Banning and Vernon
26 observe as a regular day of work). Preschedules shall be for each
27 hour of the following day or days through the next Workday. The
28 Parties shall endeavor to avoid requesting changes in schedules.
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Requests for changes in prescheduled amounts by Azusa and Banning
for any hour shall be only as mutually agreed. Normally such
requested changes shall be submitted no later than 30 minutes
before the hour for which the change is to be effective.
4.2.2 Vernon's firm schedules using Vernon's rights
to transmission service on the Pacific DC Intertie or between
Midway and Sylmar shall have priority over any nonfirm
transmission service scheduled or unscheduled by Azusa and Banning
pursuant to this Agreement.
4.2.3 Transmission service may~e interrupted during
the next scheduled hour by Vernon, or 'immediately Interrupted by
Vernon, if Vernon receives notification, or is interrupted without
notification, for a system emergency or an unscheduled reduction
in Vernon's capacity entitlement on the appropriate transmission
path.
4.2.4 Azusa and Banning, other third parties who
have purchased nonfirm transmission service from Vernon through
settlement agreements in the Action, and Vernon, shall have
priority service over other nonfirm schedules and shall share such
service on a pro rata basis, except as provided in section 4.2.2
above.
4.2.5
If preschedules cannot be established as
requested by Azusa or Banning because of Vernon's lack of
transmission capacity or if Azusa or Banning's existing schedules
are reduced during real time, then Azusa and Banning can request
Vernon to pay, and Vernon shall pay Azusa and Banning fifty cents
per megawatt hour ($0.50jMWh) for the amount of transmission
service not made available on a prescheduled basis or curtailed
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1 during real time by Vernon's dispatchers. If Azusa and Banning
2 requests the payment of fifty cents per megawatt hour ($O.50IMWh)
3 for such service, then Vernon's obligation to provide such nonfirm
4 transmission service, as noticed by Azusa and Banning pursuant to
5 section 4.2, shall be reduced by a like amount. Upon the
6 reduction of such noticed service, Azusa and Banning's obligation
7 to pay fifty cents per megawatt hour ($O.50/MWh) shall also be
8 reduced by such like amount.
9 4.2.6 Azusa and Banning shall be responsible for
10 transmission losses associated with their schedules of such
11 service and shall pay any other charges Vernon incurs which are
12 directly related to their schedules of such service (e.g., Edison
13 dispatching and scheduling fees). Azusa and Banning shall either
14 (1) return energy to Vernon pursuant to Edison's standard
15 procedures for payment for transmission losses, or (2) agree with
16 Vernon to pay monetary compensation in lieu of scheduling such
17 energy to Vernon, or (3) upon securing Vernon and Edison's
18 approval, deliver energy directly to Edison as payment for losses.
19 4.3 Azusa Payment. Thirty (30) days after the Parties
20 execute this Agreement, Azusa shall pay to Banning the amount of
21 Thirty-Nine Thousand Dollars ($39,000). Any default by Azusa in
22 making such payment will not give rise to any cause of action by
23 Banning against Vernon and shall not invalidate Banning'S
24 agreement herein to settle its claim against Vernon and dismiss
25 such claim in said Action.
26 4.4 Banninq Assiqnment. Banning hereby assigns to Azusa all
27 of its rights and obligations to sell to Vernon Firm Energy under
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4.5 Dismissal of Action. Azusa and Banning within the later
of (i) sixty (60) days after the execution of this Agreement or
(ii) the execution of the Azusa-BPA Exchange and Purchase
Agreement shall each file a dismissal with prejudice of the
Action. Upon failure of either such Party to file a dismissal,
each stipulates that Vernon may file this Agreement with the Court
as a stipulation for dismissal with prejudice of the Action.
S. 0 . BILLING AND PAYMENT
5.1 Billing and payment with respect to Non-Firm
Transmission Service provided hereunder shall be based upon the
following:
5. 1. 1
Vernon shall bill Azusa and Banning for the
amount of nonfirm transmission service noticed pursuant to 4.2
above.
5.1. 2 Vernon shall credit Azusa and Banning as
requested pursuant to 4.2.5 for all scheduled nonfirm transmission
service which Vernon curtails or interrupts during the billing
period.
5.1.3
Billing shall be based on the records of the
amount of such Transmission Service scheduled, hour by hour,
between the respective power schedulers or dispatchers in the form
directed by the Authorized Representatives, except as the
Authorized Representatives may arrange otherwise for particular
situations.
5.2 A bill for Non-Firm Transmission Service provided under
this Agreement shall be rendered monthly by the selling Party on
or before the 20th of the month following the month in which such
Transmission Service is received. Bills received shall be due by
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~ 1 the fifteenth (15th) calendar day from the date of such receipt.
2 Amounts not paid on or before the due date shall be payable with
3 interest at the rate of one percent (1%) per month from the due
4 date to date of payment.
5 5.3 In case a bill or any portion thereof is in dispute, the
6 full amount shall be paid when due. If the disputed amount is
7 determined to be incorrect, such amount shall be refunded promptly
8 upon determination, with interest accrued at the rate of one
9 percent (1%) per month computed from the original due date to the
10 date the adjustment is made.
11 5.4 Notices and demands shall be addressed to the respective
12 Parties as set forth in section 14.0.
13 6.0 AUTHORIZED REPRESENTATIVES
14 6.1 Each Party shall designate an Authorized Representative.
15 Such Authorized Representative shall be authorized to act on
16 behalf of such Party in carrying out the provisions of this
17 Agreement and to provide liaison between the Parties. Each Party
18 shall notify each other Party within thirty (30) calendar days
19 after execution of this Agreement of the designation of its
20 Authorized Representative and shall promptly notify each other
21 Party of any subsequent changes in such designation.
22 6.2 The Authorized Representatives shall haye no authority
23 to modify any of the provisions of this Agreement unless
24 specifically set forth herein.
25 6.3 Disputes on any matter relating to this Agreement shall
26 be discussed and resolved by the Authorized Representatives, who
27 shall use their best efforts to amicably and promptly resolve the
28 dispute. If the Authorized Representatives are unable to resolve
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1 the dispute, the matter shall be referred to the chief executive
2 officers of each Party's utility department for resolution.
3 7.0 LIABILITY AND INDEMNITY
4 7.1 Each Party shall indemnify and save each other Party
5 harmless from liability, loss, damage, claim, costs, and expenses
6 (including attorney fees) ori account of injury to persons
7 (including death), or damage or destruction of property,
8 occasioned by the sole negligence, whether active or passive, or
9 the intentional wrongdoing, of the indemnifying partyis officers,
10 directors, employees, or contractors; provided, however, that:
11 7.1.1 Each Party shall be solely responsible for the
12 claims or any payments to any employee or agent for injuries
13 occurring in connection with their employment or arising out of
14 any Workmen's Compensation law.
15 7.1.2 No Party shall be liable for any loss of
16 earnings, revenues, indirect or consequential damages, or injury
17 which may occur to the other as a result of outages in delivery of
18 energy or service hereunder by reason of any cause whatsoever,
19 including negligence.
20 7.2 Each Party shall indemnify and save each other Party
21 harmless for any liability, loss, claim, cost (including attorney
22 fees) for any claims made by the indemnifying Party's electric
23 service customers as a result of any failure of a Party to provide
24 electric power or energy contemplated by this Agreement for any
25 reason or any cause whatsoever including the negligence of each
26 other Party.
27 8.0 NONPRECEOENT AND RESERVATION OF RIGHTS
28 8.1 Nonprecedent. None of the principles or the
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methodologies underlying this Agreement shall be deemed by any
Party as binding precedent in any proceeding or litigation except
to the extent specifically stated herein.
8.2 Non~Admission Bv Vernon. By its execution of this
Agreement, Vernon does not admit to and hereby denies any
allegations relating to any of the activities raised by the
Plaintiffs in the Action.
8.3 Non-Opposition to Other Settlement Aqreements. Azusa
and Banning agree not to oppose or otherwise challenge any
settlement agreement between Vernon and any other party to the
Action.
9.0 PREVIOUS COMMUNICATIONS
This Agreement contains the entire agreement and
understanding among the Parties as to the subject matter herein,
and supersedes all prior agreements, commitments, representations,
and discussions among the Parties.
10.0 NONS EVERAB ILITY
This Agreement is subject to each and every condition set
forth herein, and each term of this Agreement is in consideration
and support of every other term.
11.0 NONWAIVER OF CONTRACTUAL RIGHTS
The failure of any Party to insist promptly in anyone or
more instances upon strict performance of any provision of this
Agreement, or to enforce any of its rights, shall not be construed
as a waiver of any such provision or the relinquishment of any
such rights.
12.0 UNCONTROLLABLE FORCE
No Party shall be considered to be in default in the
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1 performance of any of its obligations hereunder other than the
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2 obligation of a Party to make payment, when a failure of
3 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,
earthquake, storm, fire, 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 nonaction by or failure 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 th~
exercise of due diligence it shall be 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.
13.0 NONDEDICATION OF FACILITIES
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21 system or any portion thereof of such Party to the public or to
22 the other Party, and it is understood and agreed that any such
23 undertaking by any Party shall cease upon the termination by such
24 Party of its obligations hereunder.
25 14. 0 NOTICES
26 14.1 Any formal notice, demand or request provided for in
27 this Agreement, or served, given or made in this Agreement, or
28 served, given or made in connection with it, shall be in writing
No undertaking by one Party to another under any provision
of this Agreement shall constitute the dedication of the electric
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~ 1 and shall be deemed properly served, given or made if delivered in
2 person or sent by United states, mail, postage prepaid, to the
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To Azusa:
Attention: Director of utilities
729 N. Azusa Avenue
P. O. Box 9500
Azusa, CA 91702-9500
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To Banning:
Attention: Electric utility Director
99 East Ramsey street
P. O. Box 998
Banning, CA 92220-0998
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To Vernon:
Attention: Chief Executive Officer of Light
and Power
Light and Power Department
4305 Santa Fe Avenue
Vernon, CA 90058-0aOS
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14.2 Any Party may at any time and from time to time, by
13 notise to each other Party, change the designation or address of
14 the person so specified as the one to receive notices pursuant to
15 this Agreement.
16 15.0 RELATIONSHIP OF PARTIES
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The covenants, obligations and liabilities o~ the Parties
18 are intended to be several and not joint or collective. Nothing
19 contained in the Agreement shall be construed to create an
20 association, joint venture, trust, agency, or partnership. Each
21 Party shall be individually responsible for its own covenants,
22 obligations and liabilities as provided in this Agreement. No
23 Party shall be under the control of or shall be deemed to control
24 another Party. No Party shall be the agent of or have a right or
25 power to bind another Party without such other Party's express
26 written consent.
27 16.0 NO THIRD PARTY RIGHTS
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The Parties do not intend to create rights in, or to grant
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1 remedies to, any third party as a beneficiary of this Agreement or
2 of any duty, covenant, obligation or undertaking established
3 herein.
4 17.0 ASSIGNMENT
5 No Party shall assign or otherwise transfer this Agreement,
6 or its right or interest or any part thereof to any third party,
7 without the prior written consent of each other Party except as
8 set forth herein. Such consent shall not be unreasonably
9 withheld. No assignment of this Agreement shall relieve the
10 assigning party of its obligations until such, obligations have
11 been assumed in writing by the assignee. When duly assigned in
12 accordance with the foregoing, this Agreement shall be binding
13 upon and inure to the benefit of the assignee.
14 18.0 GOVERNING LAW AND REGULATIONS
15 This Agreement shall be interpreted, governed, and construed
16 under the laws of the State of California as if to be performed
17 wholly within the State of California.
18 19.0 CONSTRUCTION OF AGREEMENT
19 Ambiguities or uncertainties in the wording of this
20 Agreement shall not be construed for or against the Parties, but
21 shall be construed ina manner that most accurately reflects the
22 intent of the Parties, as expressed when this Agreement was
23 executed and as is consistent with the .nature of the rights and
24 obligations of the Parties with respect to the matter being
25 construed.
26 20.0 CAPTIONS AND HEADINGS
27 All captions and headings appearing in this Agreement are
28 inserted to facilitate reference and shall not govern the
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2 21.0 SIGNATURE CLAUSE
3 The signatories hereto represent that they have been
4 appropriately authorized to enter into this "Settlement Agreement
5 Among the cities of Azusa and Banning, and the City of Vernon,
6 Relating to Superior Court Case No. BC 104302" on behalf of the
7 Party for which each signs. This Agreement is entered into on
8 this day of
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BY:
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TITLE:
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, 1995.
CITY OF.AZUSA
BY: M1j).f?~~J.
TITLE:
MAYOR
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CI'XY OF. B~"r
BY: O~ ~
TITLE: /n/9j l)/L.
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CITY OF VERNON
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BY: . , y/'.
-' -LEONIS C. -LBURG-
TITLE: Mayor
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20 BRUCE V. MALKENHORST
21 TITLE: city Clerk
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APPROVED AS TO FORM:
: BY:o~ti'~h~~
25 TITLE: city Attorney
26 Seal:
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EXHIBIT A
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AGREEMENT FOR SALE OF FIRM ENERGY
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4 1.0 !PARTIES
5 THIS AGREEMENT is made, entered into and executed in
6 duplicate originals, either copy of which may be considered and
7 used as the original hereof for all purposes, as of this~~~
8 day of .~~ 1995. The parties to this agreement
9 ("Agreement") are the city of Azusa a municipal corporation of the
10 State of California ("Azusa") and the City of, Vernon, a municipal
11
corporation of the state of California ("Vernon").
Each signatory
12 is a Party and collectively are the Parties.
13 2.0
RECITALS
14 This Agreement is made with reference to the following
15 facts, among others:
16
2.1
The Parties are engaged in the generation,
17 transmission, and/or distribution of electric power and energy in
18 the southwestern United states.
19
Electrical system interconnections exist which will
2.2
20 allow Azusa to sell and Vernon to purchase electrical power and
21 energy, subject to the terms and conditions hereto, including the
22 Settlement Agreement.
23
2.3
Azusa desires to sell and Vernon desires to purchase
24 Firm Energy as set forth in this Agreement.
25 3 . 0
TERM OF AGREEMENT
26 This Agreement shall become effective on the date of its
27 execution provided for in section 1.0 herein, provided, however,
28
A-I
EXHIBIT A
'L"
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the Parties have fully complied with the Settlement Agreement.
This Agreement shall remain in effect until completion of
performance, including payment of all bills for service or shall
terminate in any event on July 1, 1999.
4.0 AGREEMENT
In consideration of the mutual covenants contained herein,
the Parties agree as stated herein.
4.1 Vernon shall purchase from Azusa "Firm Energy" as
defined in the Azusa~BPA Power Sale Agreement between Azusa and
Bonneville Power Administration ("BPA"), a copy of which is
attached hereto as Attachment 1 and made a part h~reof by
reference. Such energy shall be purchased for the months of May,
June, and July in each year of 1996, 1997, and 1998 in the
following amounts, provided notice of such Firm Energy is accepted
by Southern California Edison Company (Edison) pursuant to the
requirements of Special Condition 12 of Vernon's FERC Tariff
Schedule with Edison:
YEAR
1996
1997
1998
ON-PEAK
20 MW
20 MW
32 MW
OFF-PEAK
10 MW
10 MW
15 MW
On-Peak hours are defined as: Hour ending 0700 through hour
ending 2200, Monday through
saturday.
Off-Peak hours are defined as: All other hours.
4.2 Prior to or concurrent with the execution of this
Agreement, Vernon shall, as soon as .practical after Azusa and BPA
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submit a final Azusa-BPA Power Sale Agreement to Vernon, provide
notice to Edison that Vernon intends to purchase Firm Energy from
Azusa consistent with the terms and conditions of the Azusa-BPA
Power Sale Agreement as a Special" Condition 12 re$ource for the
periods referenced in 4.1 above. Vernon shall provide Azusa with
documentation of such notice. If modifications to this Agreement
are required to satisfy any concerns raised by Edison in response
to Vernon's said notice, the Parties agree to work expeditiously
and cooperatively to use their best efforts to modify this
Agreement to respond to such concerns. In the event Vernon and
Azusa cannot satisfy any such concerns~ they will mutually attempt
to negotiate an appropriate substitute arrangement.
4.3 Azusa shall cause BPA to deliver such Energy to Vernon
at the Nevada-Oregon Border (NOB) substation. Vernon shall pay
for all such Energy delivered to NOB at Fifteen Dollars per
megawatt hour ($15.00/MWh).
4.4 Azusa's entitlement to such Firm Energy is provided by
BPA pursuant to the Azusa-BPA Power Sale Agreement. Therefore,
such Firm Energy shall meet the terms and conditions of the said
Azusa-BPA Agreement. Vernon shall not be required to pay for any
such energy delivered to NOB which does not meet the requirements
of said Azusa-BPA Agreement.
S.O BILLING AND PAYMENT
5.1 Billing and payment with respect to Firm Energy shall
be based upon the records of the amount of such Energy scheduled,
hour by hour, between the respective power schedulers or
dispatchers in the form directed by the Authorized
Representatives, except for changes the Authorized Representatives
A-3
. ;':';~;-,;',~;~:'.'~,... '~'~(r':';";":;~7'i"'";?',.'.
,-
1 may arrange otherwise for particular situations.
2
A bill for Firm Energy delivered under this Agreement
5.2
3 shall be rendered monthly by Azusa on or before the 20th of the
4 month following the month in which such.Energy is received. Bills
5 received shall be due by the fifteenth (15th) calendar day from
6 the date of such receipt. Amounts not paid on or before the due
7 date shall be payable with interest at the rate of one percent
8 (1%) per month from the due date to date of payment.
9
In case a bill or any portion thereof is in dispute,
5.3
10 the full amount shall be paid when due. If t~e disputed amount is
11 determined to be incorrect, such amount shall be refunded promptly
12 upon determination, with inierestaccrued at the rate of one
13 percent (1%) per month computed from the original due date to the
14 date adjustment is made.
15 6.0
NOTICES
16
Any formal notice, demand or request provided for in
6.1
17 this Agreement, or served, given or made in this Agreement, or
18 served, given or made in connection with it, shall be in writing
19 and shall be deemed properly served, given or made if deliyered in
20 person or sent by united states, mail, postage prepaid, to the
21 person specified below:
22
Attention: Director of utilities
729 N. Azusa Avenue
P. O. Box 9500
Azusa, CA 91702-9500
Attention: Chief Executive Officer of Light
and Power
Light and Power Department
4305 Santa Fe Avenue
Vernon, CA 90058-0805
6.2 Any Party may at any time and from time to time, by
To Azusa:
23
24
To Vernon:
25
26
27
28
A-4
.-". ",""'" ',-,..,-, :.~\.'i~',':;"-?~'~I'r"'" ~.-..~,
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.,
notice to each other Party, change the designation or address of
this Agreement.
the person so specif ied as the one to receive. inotices pursuant to
7.0 SIGNATURE CLAUSE
The signatories hereto represent that they have been
appropriately authorized to enter into this Agreement in duplicate
original hereof for all purposes.
originals, either copy of which may be considered and used as the
TITLE:
APPRO~. nO Ff1JMk /
BY:. IC t{/ a;;tI;;--
TITLE:~~ ~
Seal:
A-5
CITY OF AZUSA
BY: ~_~ .I<aq~
TITLE: MAYOR
25
26
27
28
1
2
3
4
CITY OF VERNON
~
BY: . I
-' .. LEONIS C.n. LBUR-
TITLE: Mayor
5
ATTEST/
BY: ,~
BRUCE V. MALKENHORST
6
7
TITLE: city Clerk
8
APPROVED AS TO FORM:
BY: b~ ~{ ~~
DAVID B. BREARLEY
9
10
11
TITLE: city Attorney
12
Seal:
13
14
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A-6
.'
Section
l.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
GCPForm PSC (SW) ':-2
07/24/95
GENERAL CONTRACT PROVISlONS
Index to Sections
Page'
Definitions .. ... ...................~...... ..... ... .... ... .................... ........ ..~. ........ .-...................... 1
Interpretation ..... ....... .:........... ...............~............. ..... ...... .......~................~......... . 3
CharaC'ter of Servi.ce ...............................-..........;.........................................~...... . 3
Uncontrollable Forces ...... ........... .......~......................................................:....... 3 .
Continuity of Service ~....................................~..........................................~........ . 3
Electric Disturbance ........ .............. ................... .....~............;....~....................... 4:
Billing. an.d;. Paym.ent ...............~....................................:.........~.............~............. 5.
General Environmental Provision ................................................................~..... . 6
Dispute Resolution and Arbitration .................~..~~....~.......~..............~~......~...... 6
Assignment of ~emen t. ,.~... ..... ... .........~................~.......... ........................ .... .... 6
Waiver of Defa.ult ........~..........................~..~....~..~...........~...............~..............~.... 6
Notices an.dComputation of Time ..........~.....~......._............................................ . 6 ~\
1. DEFINITIONS
The definitions in the body of this Agreement and the following additional
definitions apply to this exhibit. .
(a) "Customer" means the party or parties (other than Bonneville) to this
Agreement. '. .
(b) "Federal System" or "Federal System FacilitieS" means the facilities of the .
Federal Columbia River Power System (FCRPS). For the purposes of this
Agreement the FCRPS includes:
(1) the Federal Government's generating facilities in the .Pacific
Northwest for which Bonneville is the designated marketing agent;
(2) the Federal Government's generating facilities under Bonneville's
jUrisdiction;
(3) any other generating facilities which Bonneville has a right to use by
contract, license, or treaty; and '
(4)' any other facility from which Bonneville receives generating
capability.
. (c) "Non-Federal Utility" means any utility not owned or controlled by the
United States, including any entity: .
. .
.,.", .'t.o<'"
Neither the unavailability of funds or financing nor tonditions of national or
local economies or markets shall be considered an Uncontrollable. Force. Th~
economic hardship of either party shall not constitute an Uncontrollable
Force.
2. INTERPRETATION
(a) The provisions in this exhibit shall be deemed to be a part of the contract
body to which they are an exhibit. If a provision in such contract body is in
conflict with a provision contained in this exhibit, the former shall prevaiL
(b) If a provision in the General Rate Schedule Provis~ons (GRSP) incorporated
in the Wholesale Power Rate Schedules is in conflict with a provision
contained in this exhibit, the GRSP or the contract bodys~ prevail.
(c) Nothing contained in this Agreement shall, in any manner, be construed to
abridge, limit, or deprive any party hereto of any means of enforcing any. ...
remedy, either at law or in equity, for the breach of any of the provisio~ of
this Agreement which it would othefwise have. .
3. CHARACTER OF SERVICE
Unless otherwise specifically provided for in this Agreement, electric power or
energy made available pursuant to this Agreement shall be in the form of 3-phase
current, alternating at a nominal frequency of 60 hertz.
4. UNCONTROLLABLE FORCES
Each party shall notify the other as soon as possible of any Uncontrol1ableForce
which may in any way affect the delivery of power hereunder. To'the extent that
either party is prevented from meeting its obligations under this Agreement by an
Uncontrollable Force, both parties will be excused from their respective obligations
without liability to the other for the duration of the Uncontrollable Force and the
period reasonably required to restore the affected party's operations to conditions
existing prior to the occurrence of the Uncontrollable Fo~.
5.' CONTINUITY OF SERVICE
(a) Either party may temporarily interrupt or reduce deliveries of electric power .
or energy if the party determines that such interruption or reduction is
necessary or desirable in case of system emergencies, or in order to install
equipment in, make repairs to, make replacements.within, make
investigations and inspections of, or perform other maintenance work on,
either party's system. Except in case of emergency and in order that the
Customer's or Bonneville's operations will not be unreasonably intelfered
with, Bonneville or the Customer shall give reasonable notice to the other .
party of any such interruption or reduction, the reason therefor, and the
probable duration thereof to the extent Bonneville or the Customer has
knowledge thereof. The Customer or Bonneville shall effect the use of
temporary facilities or equipment to minimi~e the effect of any such.
interruption or outage to the extent reasonable or appropriate.
3
GCP Form PSC (SW). 2
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(f) Nothing in this section shall be conStrued to create any duty to, any standard
of care with reference to, or any liability to any persons~ot a party to this
Agreement.
7. BILLING AND PAYMENT
(a) 'Payment Obligation
Bonneville will bill the Customer monthly and the Customer agrees to pay
Bonneville in accordance with the provisions of this e,rhibit and the
Agreement. Failure to receive a bill shall not release the Customer froin
liability for payment. Bonneville may render estimated bills for any month.
Estimated bills shall be payment obligations, subject to all paymeni
provisions, including late payment charges. A final bill will always follow an
estimated bill. .
(b) Billing and Payme~t PrOvisio~
(1) Electronic Transmission of the :Bill to the Customer
Upon Customer request, Bonneville will electronically transmit the
Custom.er's power.bill to the Customer on the issue date of the bill,
provided the parties have compatible electronic equipment. If
Bonneville is electronically ~nmnitting the bill, Bonneville may elect
to electronically transmit only that portion of the bill showing the
amount owed. If the entire bill is not provided by electronic means,
Bonneville will also send the Customer a complete copy of its power
b~ by mail.
(2) Payment Procedures for Amounts of Less than $50,000
If the Customer's monthly bill from Bonneville is less than $50,000,
the Customer may pay the bill by mail. Payment for such bills will be
accepted as timely if the payment is postmarked by the 20th day
following the issue date of the bill (or the neXt business day if that day
falls on a Saturday, Sunday, or FederaJ holiday). .
(3) Payment Procedures for Amounts of $50,000 or More
If the CuStomer's monthly bill from Bonneville.is $50,000 or more, the
Customer must pay by wire transfer using procedures established by
Bonneville's Financial Services Group. Wire transfer amounts-are due
and payable on the 20th day following the issue date of the bill (or the.
next business day if that dayfalls on a Saturday, Swiday, or Federal
holiday).
(c) Late Payment .
Unless otherwise provided above, bills not paid in full on or before the due
date will be subject to a daily interest charge of one-twentieth af one percent
(0.05 percent) on the unpaid balance plus accumulated interest. This interest
charge will be assessed on a daily basis until such time as the unpaid amount
is paid in full
5'
GCP Form PSC (SW) - 2
, '-
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'.
Exhibit Q, Page 10f2
Contract No. 95MS,94883
, .
Azusa
Effe~ve on the Effective Date '
SCHEDULED QUANTITIES TO AZUSA AND VERNON
,
Unless otherwise agreed by Azusa and Bonneville, the following prescheduled amounts for
Azusa and Vernon shall apply: '
. ,
, MAY, JUNE, AND JULY ,
CALENDAR YEARS 1996 AND 1997
Hour Ending
1
2
3
4
5
6
7
'8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
Monday-Saturday ,
AzUsa 'Vernon
5 '. io"
. 5 10
5 10"
5 10
5 10
5 10
12 20
12 20
12 20,
12 '20
12 20
1220
12 20
12 20
.12 20
12' 20
12 .20
1220
12 20
'12 20
12 20
12 20
5 10
5 10
( ,1.
AzuSa
5 .
5,
5
5
5
5
5
5
5
5
5
5'
5
5
5
5
5
5
5
5
5
5
5
5
Sunday
_ 'Vernon
,10
10
10
10
10
10
10
'10
'10
10
10
10
10
10
10
10
10
10
10
10
10
. 10
10
10
,..
Contract No. 95MS-94883
" ~>
, ~
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Exhibit C,
Contract No.
Azusa
Effective on the Effective Date
SCHEDULED QUANTITIES TO AZUSA ANDVERNO~
MAY, JUNE, AND JULY
CALENDAR YEAR 1998
Unless otherwise agreed by Azusa and Bonneville, following presch~tded amounts for
Azusa and Vernon shall apply:
Monday-Saturday
Hour Ending
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
AZusa
o
o
o
o
o
,0
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
(MCPLAN-MPSD-W:\MPSD\CT\94883.DOC)
Vernon
15
15
15
15
15
15
32
32
32
32
32
32
32
32
32
32
32
32
32
32
32
32
15
15
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15
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15' '
15','
15
"15
15
15
,15
15
15
15
15
15
15
15
, 15
/
No. 95MS-94883 ,
,~'
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~,)
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Section
I.
2.
3.
4.
5.
6.
7.
8.
9.
10.
II.
12.
13.
14.
15.
16.
17.
18.
Contract No. 95MS-94883
09/11/95
EXCHANGE AND PURCHASE AGREEMENT
executed by the
UNITED STATES OF AMERICA'
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and the
CITY OF AZUSA, CALIFORNIA
Index to Sections
Page
Term. ...................................................................................... ................... ......... 3
Definitions .................................................................................. ~................ ..... 3
Exhibits; Interpretation ............................................ ....... ................................. 4
Deliveries by Azusa to Bonneville ....~...................................................:........... 5
Deliveries by Bonneville to Azusa .................................................................... 6
Payment. .... ....................................................................................................... 8
Points of Delivery and. I..osses ........................................................................... 9
Scheduling Provisions ............. .... ........ ............. ........ ...... ........... ...... ..... .... ........ 9
Curtailment Rights ......... ............... ..... ......... ............ .......... .............. ........... ..... 9
Maintenance ..................................................................................................... 10
Uncontrollable Forces .. ............... ...... .... ............ ...... ........... ................. ............. 10
Assignment of Agreement . ....... ........... ....... ........ ............ ..................... ............. 11
Notices ..........................................~............... .................................................... 11
Disputes .... ......................................................................... ................................ 12
Governing Law....... .......... ....... ... ..... ...... ..... .... ........ ................. .... ....................... 12
Waivers ........... .... ...... ..... ........... ................... ................... .......... ........... ....... ...... 12
Severability ...................................................................................................;.. 12
Signature Clause . ........... ............ ...... ..... ..... ... ............ ... ......... ...... ...... ............... 13
Exhibit A
(Bonneville's Wholesale Power Rate Schedules and
General Rate Schedule Provisions) ...................................... 4
(Bonneville's General Contract Provisions, .
Form. PSC (SW-2), dated 07/24/95) ..................................... 4
(Scheduled Quantities to Azusa and Vernon) .......................... 4
Exhibit B
Exhibit C
.'
This EXCHANGE AND PURCHASE AGREEMENT (Agreement) is.executed as of
. . .
. 1995, by the UNITED STATES OF AMERICA, Department of Energy,
acting by and through the BONNEVILLE POWER ADMINISTRATION (Bonneville), and
the CITY OF AZUSA, CALIFORNIA (hereinafter referred to as <<Azusa"), a city organized
and operating under the laws of the State of California. Bonneville and Azusa are
hereinafter sometimes referred to individually as "Party" and collectively as "Parties."
/
!
WITNESSETH:
WHEREAS Bonneville sells electric capacity and energy at wholes~e, and projects
availability of amounts in excess of its existing firm obligations to deliver such capacity and
energy to its Pacific Northwest customers; and
WHEREAS Azusa owns electric generation, transmission and distribution systems,
which it uses to supply capacity and energy to ~ts customers and other utilities; and
WHEREAS Azusa provides HLH Firm Energy to Bonneville during each October
through December period, and Bonneville provides HLH and LLH.Firm Energy to Azusa
during May through July, subject to the terms of this Agreement; and
WHEREAS Azusa desires to layoff certain amounts ofHLH.and LLH Firm Energy
delivered by Bonneville to the City ofVerIlon, California, as provided for herein; and.
WHEREAS Bonneville is authorized pursuant to law to dispose of electric capacity
and energy generated at various Federal hydroelectric projects in the Pacific Northwest or
acquired from other resources, to construct and operate transmission facilities, to provide
transmission and other services, and to enter into agreements to carry out such authority;
NOW, THEREF9RE, the ~arties hereto agree as follows:
2
. Contract No. 95MS-94883
1. TERM
This Agreement shall become effective at 2400 hours on September 30, 1995
(Effective Date), and shall continue in effect until 2400hours on July 31, 1998.
All obligations and liabilities incurred hereunder prior to the effective date of
termination shall be preserved until satisfied.
2. DEFINITIONS
The following terms, when used in this Agreement with initial capitalization,
whether singular or plural, shall have the meanings specified.
(a) "Calendar Week". means the week beginning at 2400 ho~ on Sunday and
ending at 2400 hours on the following Saturday.
(b) "Contract Year" means the period beginning at 2400 hours on October 31 and
ending at 2400 hours the following October 31.
(c) "Firm. Energy" means Bonneville system firm capacity and associated energy
delivered by Bonneville to Azusaunder s~ction 4, and the firm capacity and
energy delivered by Azusa to Bonneville under section 5.
(d) "Heavy Load Hours" or "HLH" means hour ending 0700 through 2200 hours,
Monday through Saturday.
(e) "Light Load Hours" or "LLH" means hour ending 220Q. throu~h 0600 hours,
Monday through Saturday and all hours on Sunday.
(f) "Outage" means a full or partial reduction, consistent with Prudent Utility
Practice, of available transmission capacity on any of the transmission
facilities used to deliver power and energy by Bonneville to Azusa, and by
Azusa to BOD.J;leville, due to physical limitations, including an Uncontrollable
Force, or operating limitations.
3
Contract No. 95MS-94883
(g) "Point(s) of Delivery" means the point described in section 7(a), where Azusa'
d~livers to Bonneville, and where Bonneville delivers ~ Azusa.
(h) "Prudent Utility Practice" means, at any particular time, those practices,
methods, and procedures which are generally used by electric utilities haVing
a membership in the WSCC to. design, construct, operate, and maintain an
electric system dependably, reliably, safely and efficiently, with due regard
for applicable laws, manufacturers' warranties, and requirements of
gove~ental agencies of competent 'jurisdiction.
(i) "Uncontrollable Force" means any act or event, except obligations to pay,
beyond the reasonable control of a Party that adver:sely affects the ability'of a
Party to perform, which by exercise of due diligence such Party could not
reasonably have been expected to avoid, and which by exercise of due
diligence it shall be unable to avoid, including, but not limited to, failure of or
threat offailure offacilities, flood, earthquake, storm, fire, lightning or other
natural catastrophes, epidemic, war, riot, civil disturbance or disobedience,
labor or material shortage, strike or labor dispute, sabotage, actual or
imminent environmental emergency.
G) "Workday" means each day that the Parties observe as a regular day of work. -
(k) . "WSCC" means the Western Systems Coordinating Council.
3. Ii;XHIBITS; INTERPRETATION
Bonneville's Wholesale Power Rate Schedules and General Rate Schedule Provisions
(Exhibit A); Bonneville's General Contract Provisions, Form PSC (SW-2), dated
07/24/95 (Exhibit B); and Scheduled Quantities to Azusa and Vernon (Exhibit C)are .
attached hereto and hereby made a part of this Agreement. In the event that a
provision of Exhibit A, B, or C conflicts with the body of this Agreement, then the
provisions of the body of this Agreement shall prevail.
4
Contract No. 95MS-94883
4. DELIVERIES BY AZUSA TO BONNEVILLE .
(a) Deliveries During October through December for Calendar
Years 1995, 1996, and 1997
During the months of October through December of calendar years 1995,
1996, and 1997, Azusa shall deliver to Bonneville at the Point of Delivery
specified in section 7, Firm Energy as follows:
(1) Hourly Rate of Delivery and Hours of Delivery-
Azusa shall deliver to Bonneville during 16 HLH per day, Monday
through Saturday, at the following hourly rates of delivery:
. Month
October
November
December .
Rate of Delivery (MW)
25
25
25
(2) Monthly Amounts of Firm Energy
The monthly amounts of Firm Energy to be delivered to Bonneville
during calendar years 1995, 1996, and 1997 are as follows:
Month
October
November
December
1995
Firm Energy
(MWh)
10,400
10,400
10,400
1996
Firm Energy
(MWh)
10,800
10,400
10,400
1997
Firm Energy
(MWh)
10,800
10,000
10,800
(b) Firm Energy Not Delivered Due to Outage
If Azusa's ability to make Firm Energy deliveries to Bonneville or
Bonneville's ability to !eceive such deliveries pursuant to this section is
limited due to an Outage or an Uncontrollable Force, then the Parties shall
. .
reschedule the delivery of such interrupted or curtailed deliveries of Firm
Energy under conditions approximately equivalent to the conditions existing
5
Contract No. 95MS-94883
prior to the interruption or curtailment, or at other times and under
conditions as mutually agreed by the Parties. .
. (c) Cash-Out Option
Bonneville, at its sole discretion, may cash out all or a portion of the Firm
Energy that Azusa is obligated to deliver to Bonneville pursuant to this
section 4. In this event, the cash-out prices shall not e~ceed the lesser oftha
then-current Bonneville NF Rate cap as calculated pursuant to Exhibit A, or.
18.50 mills per kilowatthour (millsIkWh) for 1995, 22.00 millslkWh for 1996,
and 23.00 millsIkWh for 1997.
5. DELIVERIES BY BONNEVILLE TO AZUSA
(a) Deliveries During May Through July for Calendar Years 1996, 1997,
and 1998
During the months of May through July of calendar ye~. 1996, 1997, and ~
1998, Bonneville shall deliver.to Azusa atthe Point o~Delivery specified m.
section 7, Firm. Energy as follows:
(1) Hourly Rate of'Delivery and Hours of Delivery
Bonneville shall deliver to Azusa during all HLH and LLH, at the
following hourly rates of delivery:
Month
May
June
July
HLH Rate of
Delivery (MW)
32
32
32
LLH Rate of
Delivery (MW)
15
15
15
(2) Monthly Amounts of Firm Energy
(A) Total Monthly Amounts
The monthly amounts of Firm Energy to be delivered to Azusa '.
during calendar years 1996, 1997, and .1998 are as follows:
6
Contract No. 95MS-94883. .
Month
May
June
July
1996
.Firm Energy
<MWh)
18,504
17,600
18,504
1997
Firni Energy
(MWh)
18,504
17,600
18,504
1998
Firm Energy
(MWh)
18,232
17,872
18,504
(B) Monthly AmoUnts to be Purc~ased by Azusa
The total monthly amounts shown in section 5(aX2)(A) are
comprised of: (i) exchange energy owed to Azusa for deliveries
by Azusa under section 4(a)(2) (32 megawatts at a monthly
load factor of 70 percent); and (ii) the following additional
amounts of energy that Azusa.shall purchase from Bonneville:
Month
Cale~dar Year 1996
May'
June
July, .,
Calendar Year 1997
May
June
July
Calendar Year 1998
May
June
July
Amount of Firm Energy
. Purchased (MWh)
Rate
<$IMWh)
1,838
1,472
1,838 .
1,838
1,472
1,838
14.00
14.00
16.00
14.28
14.28
16.32
1,566
1,744
1,838
14.57
14.57
16.65
(b) Firm Energy Not Delivered Due to Outage
If Bonneville's ability to make Firm Energy deliveries to Azusa or Azusa's
ability to receive such deliveries pursuant to this section is limited due to an
Outage or an Uncontrollable Force, then the Parties shall reschedule the
delivery of such interrupted or curtailed deliveries of Firm Energy, under
conditions approximately equivalent to the conditions existing prior to the
interruption or curtailment, or at other times and under conditions as
mutually- agreed by the Parties.
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Contract No. 95MS-94883
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(c) Firm Energy Delivered During Holidays
If Memorial Day or Independence Day occurs on Monday through Saturday,
Azusa shall schedule the total amount of Firm Energy. deliveries for such ,day
flat over the 24-hour period.
6. PAYMENT
Azusa shall pay Bonneville for: (a) the amounts of Firm Energy purchased by ~a
pursuant to section 5(aX2XB); and (b) for any amounts of Firm Energy cashed out by
Bonneville pursuant to section 4(c).
Bonneville shall render monthly bills to Azusa. Azusa shall pay Bonneville by the
. ,
close of business on the 20th day after the date of receipt of the bill. Bills for
amounts due Bonneville of $50,000 or ~ore must be paid by direct wire transfer.
Bills for amounts due Bonneville under $50,000 may be paid by direct ~e transfer
or mailed to:
The Bonneville Power Administration
P.O. Box 6040
Portland, OR 97228-6040
The procedures to be followed in making direct wire transfers will be provided by the
Financial Services Group and updated as ,necessary.
Bills not paid in full on or before close of business on the due date shall be subject to
. ,
a penalty charge of $50. In addition, an interest charge of 0.05 percent shall be
applied each day to the sum of the unpaid amount and the penalty charge. This
interest charge shall be assessed on a daily basis until such time as the unpaid
amount and penalty charges are paid in full.
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Contract No. 95MS-94883
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7. POINTS OF DELIVERY AND LOSSES
(a) Deliveries by Bonneville to Azusa and by Azusa to Bonneville
All deliveries shali be at the Nevada-Oregon border (NOB), unless otherwise
agreed to by Bonneville and Azusa.
(b) Losses
No losses shall be assessed by either Party under this Agreement.
8. SCHEDULING PROVISIONS
All schedules bet:ween Bonneville and Azusa shall be submitted by Azusa's
scheduling agent for deliveries under sections 4 and 5, and shall be subject to the
following provisions unless otherwise agreed.
~or deliveries .by Bonneville under section 5, two preschedules shall be submitted,
one for Azusa and one for the City of Vernon, California (Vernon). Such
preschedules shall contain the amounts shown in Exhibit C,unless otherwise agreed
to by the Parties. .
Preschedules shall be submitted by 0930 hours on each Workday and shall be
effective for each hour of the following day, or days, through the next Workday.
Bonneville and Azusa, or their scheduling agent, shall endeavor to avoid requesting
real-time changes in prearranged schedules. Such changes shall be submitted no
later than' 30 minutes before the hour for which the change is to be effective,
emergencies excepted.
9. ,CURTAILMENT RIGHTS
(a) Bonneville's obligation to make available Firm: Energy provided for in
section 5 is a firm. obligation, contingent only upon Outages, Uncontrollable
Forces and upon Bonneville's ability to first serve its own firm customer load
after fully committiD.g all ofits then-available resources.
9
Contract No. 95MS-94883
.;',
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'"
(b) The Parties agree to exercise reasonable diligence in maintaining their
portions of the transmission system 'required to enable schedules under this
Agreement. This may include the need.to take facilities out of service in
order to perform necessary maintenance consistent with prudent utility
practice. The Parties recognize that schedules under this Agreement may
have to be reduced during such maintenance outages. Furthermore,
. .' . . \
, emergency conditions on the system of either party or on the system of a
third party could also preclude or inhibit transactions under this 'Agreement.
(c) In the event of either an emergency outage or a necessary maintenance
outage .w?ich requires schedule curtailments, the Parties . agree that
transactions under this Agreement can be curtailed according to the con.tract
provisions and accepted utility practices. The Parties shall make all
reasonable effort to minimize outage durations and to schedule the outages
at mutually agreeable times. In the event it becomes necessary for'
Bqnneville to curtail service to Azusa,. Bonneville shall useits best efforts to
notify Azusa as far in advailce of the cu:rtailm.ent ~ possible.
10. MAINTENANCE
The Parties agree to exercise reasonable diligence in maintaining their portions of
the transmission systems over which they have control in order to enable schedules
hereunder and to make all reasonable efforts to minimize the duration of any
interruption of available transmission capacity.
11. UNCONTROLLABLE FORCES
(a) Obligations of the Parties shall be excused when failure to perform such
obligations is due to an Uncontrollable Force; provided, however,that if
any Party is unable to perform due to an Uncontrollable Force, such Party
shall exercise due diligence to recommence performance. 'Nothing in this
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Contract No. 95MS-94883
.,
<..
section 12 shall be construed to require either Party to settle ari.y strike or
labor dispute in which it may be involved.
(b)
Each Party shall notify the other Party as soon as possible of any
Uncontrollable Force which may adversely affect performance under this
Agreement. Failure of a Party to give notice to the other Party shall not be '
deemed a waiver by that Party of its right to postpone performance Qn
account of such Uncontrollable Force.
12. ASSIGNMENT OF AGREEMENT
A Party shall not have the right to transfer pr assign this Agreement or any part
hereof without the prior written consent of the oth~ Party. Any such consent
reqUired hereunder shall not be unreasonably withheld.
13. NOTICES
Unless the Agreement requires otherwise, 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 telegraph, or by acknowledged delivery, or sent by registered or ~ertified '
mail, postage prepaid, to the persons specified below:
To Azusa:
Director of Utilities
City of Azusa
729 N. Azusa Ave.
P.O. Box 9500 '
Azusa,CA 91702-9500
To Bonneville:
Extraregional Account Executive, Sales
United States Department of Energy,
Bonneville Power Administration,
700 NE. Multnomah, Suite 400
Portland, OR 97232
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Contract No. 95MS-94883
",
, '
...
Either Party may, by written 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.
14. DISPUTES
Pending resolution of any disputed matter, the Parties shall continue performance of
their respective obligations pursuant to this Agreement. The Parties shall discuss
disputes regarding any matter ielatingto this Agreement, and shall use reasonable
.efforts to amicably and promptly resolve each 'such dispute. In the event that a
disputed matter is not resolved 'pursuant to this section, then the affected Party may
pursue its other rights or remedies.
15. GOVERNING LAW
This Agreement shall be interpreted, governed by and construed under United
States Federal law.
16. WAIVERS
Except ,as otherWise provided herein or as agreed by, the Parties, no provision of this
Agreement shall be waived except in writing. Any waiver at any time by a Party of
its rights with respect to a default under this Agreement, or any other matter
r
arising in connection therewith, shall not be deemed a waiver with respect to any
subsequent default or matter.
,,17. SEVERABILITY
If any term, covenant, or condition of this Agreement or the application of any such
term, covenant, or condition shall be held invalid as to any person, entity, or
circumstance by any regulatory body or agency or court of competent jurisdiction,
then such term, covenant or condition shall remain in force and effect to the
maximum extent permitted by law, and all other terms, covenants and conditions of
this Agreement and their application shall not be affected thereby but shall remain
12
Contract No. 95MS-94883
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,
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in force and effect unless an agency or court of competent jurisdiction finds that such
provision is not severable from all other provisions of this Agreement. "
18.
SIGNATURE CLAUSE
The sign.a1;ories hereto repres'ent that they have been duly authorized to e~ter into
this Agr~ement on behalf of the Party for whom they sign. '
IN WITNESS 'WHItREOF, the Parties have executed this Agreement.
UNITED STATES OF ~RICA
Department of Energy
Bonneville Power Administration
"
By
Name Linda Hanilton'
(Print /Type)
Date ' Septanber 29, '1995
, CITY OF AZUSA, CALIFORNIA
By
~..~~.
Name
(Print/Type)
Stephen J. Alexander
Title
Mayor
Date
September 18, 1995
(MCPLAN-MPSD-W:\MPSD\CT\94883.DOC)
13
Contract No. 95MS-94883
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