Resolution No. 6683
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RESOLUTION NO. 6683
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN EXCHANGE AND FIRM ENERGY PURCHASE OPTION
AGREEMENT (CONTRACT NO. 95MS-94672) BY AND
BETWEEN THE CITY OF VERNON AND THE UNITED STATES
OF AMERICA, DEPARTMENT OF ENERGY, ACTING BY AND
THROUGH THE BONNEVILLE POWER ADMINISTRATION
("BPA")
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WHEREAS, the City of Vernon desires to purchase, or
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exchange energy for, capacity and associated energy for the period
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September 30, 1995 through September 30, 1998; and
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WHEREAS, BPA desires to sell or exchange capacity and
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associated energy to the City of Vernon for the period
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September 30, 1995 through September 30, 1998; and
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WHEREAS, the City of Vernon may purchase, or return
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energy to BPA, in payment for said capacity and associated energy;
and
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WHEREAS, BPA is authorized pursuant to law to dispose of
electric capacity and energy generated at various Federal
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hydroelectric projects in the Pacific Northwest or acquired from
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other resources, to construct and operate transmission facilities,
to provide transmission and other services, and to enter into
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agreements to carry out such authority; and
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WHEREAS, the City of Vernon and BPA desire to enter into
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a seasonal energy exchange.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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
1 are true and correct.
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SECTION 2: The City Council of the City of Vernon hereby
3 approves the Exchange and Firm Energy Purchase option Agreement
4 (Contract No. 95MS-94672), for the period September 30, 1995
5 through September 30, 1998, a copy of which has been presented to
6 the City Council concurrently with this resolution, and the City
7 Council hereby orders said Agreement to be received and filed by
8 the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
10 authorizes the Mayor and the City Clerk to execute said Agreement
11 for, and on behalf of, the City of Vernon.
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SECTION 4: The City Clerk of the City of Vernon shall
13 certify to the passage of this resolution and thereupon and
14 thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 5th day of September, 1995.
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AT::Z--/ .
BRUCE V. MALKENHORST,
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST, City Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
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Resolution No. 6683, 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, September 5, 1995, and thereafter was duly signed by
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the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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Contract No. 95MS-94672
09/01/95
EXCHANGE AND FIRM ENERGY PURCBASEOPTION AGREEMENT
) ',/' ' ' " " ' ",' " ,',
trNITED STATESOFAMERlCA'
~. -. '" ,
DEPARTMENTOFENEnGY
and "~
THE CITY OF VERNON ,
':',,'c_'
Section
1.
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16.
Index to Sections
",Page
T~rm '... :........ ........,.. ....... .:..... ............... ........;..................... .............;... .... ..'.......... 2
"Definitions:.....:..... .;..~ ;'. ........... .'...... .....:. ... ................ .'............ ............................. 2 '
Exhibits, '........ :.~..... .-.~'........L............... .........................~................................ ..... 4
Exchange ... ....... :'.~'... ................. ....; ...........................:...........,..............'............... 5'
"Firm.EnergyPurchas~ 'Option ......... ..~... ,~................ ~.....................................,. 9'
, CurtaihIlent Rights ...:........'...:.....;.......~............................'.........,.:.....,.........~....' 11
Scheduling provisions ....;....................:...... .,................... .'............ ..:........ .... .'....... 12
Points, of Delivery. .-. ....-......... ..'..:..;.. .............. ..........,........................... ................. i3
Uncontrollable Force .....:........... .:'........... ~................ ... .:................,..........;. ........ 13
, Assigntn.ent, of Agreement . ..... .... ....... ..'....................... .... ..................... .'............ 13
Notices.. .,.,i.. ...~....'......;.................... .."..... ...:........................ .......... .,...~................. 14
Disputes .... .......~...... "....... ...i............... ............:........... ..........................;...... .;... 14
'Governing Law . ...................... ~..... ............................................................:....... 15
Waivers :....................... ~.................... ..~... ........ .'......;.......................................... 15,
Nullification...:...................................;..... ..'....................;............. ..'... ~.......~.:..:..... 15
Signat~eClause ......................... .:......... .......................... ..:..................:.......... ' 15
Exhibit B
(BonneVille's Wholesale Power Rate Schedules and '
General Rate Schedule Provisions ......................~.:.............:.", 4
(GCP FormPSC (SW;.2), dated 07/24/95)........,...........~............. 4
Exhibit A '
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POWER ADMINISTRATION (Bonneville), and the CITY OF VERNON, CALIFORNIA
(Vernon), amunicipal corporation organized and existing under the laws of the State of
California, hereinafter sometimes referred to individually as "Party" and collectively as
"Parties."
c"
WITNESSETH:
, WHEREAS Vernon is a municipal corporation engaged in the generation,
transmissi?n,imd'distribution of electric energy in California; and
WHEREAS Bonneville and Vernon have agreed to entermto a seasonal energy
exchange under the terms and conditions set forth herein;an9.
WHEREAS Bonneville is authorized pursuant to law to di,spose 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, THEREFORE, the Parties hereto agree as follows:.
1. TERM
This Agreement, when executed, shall become effective at2400hours on
September 30, 1995 (Effective Date), aIld shall continue in effect until 2400 hours on
September 30, 1998. All obligations incurred hereunder 'shall be preserved until
satisfied.
2. DEFINITIONS
The following terms, when used in this AgreE}ment with initial capitalization,
i ' . . ,
whether singular or plural, shall have the meanings specified:
(a) "Agreement" means this ,exchange ,agreement between. Bonneville and.
.'.-, " .': :,' '- -. . -',-" ~ '-,:,'<-:-'-~~_.-;-:~" ,":\ .' '.
Vernon, Contract No. '95MS-94672.
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(b) "Calendar Week" means the week beginning at 2400 hours on Sunday,. and
ending at 2400 hours on the following Sunday. '
(c) "COB" plean.s the points where the Pacific Northwest-Pacific Southwest
, ACIntertie (AC Intertie) transmission lines cross theCalifornia-()regon
border.
(d)" "Exchange Energy" means the energy Vernon is obligated to pre-deliver to
BonneVille during each October through December period inexchange~orthe
Firm Energy made available by Bonneville during each following May
through July period.
(e) "Firm Energy" means Bonneville system capacity and associated energy
delivered by Bonneville to Vernon under this Agreement.
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(f) ''Heavy Load Hours" or "HLH" means all hours other than LLH.
(g) "Light Load Hours" or "LLH" means the first six (6) hours and the last two
(2) hours daily, Monday through Saturday, and all hours on Sunday;
(h) "NOB" means the points .where the Pacific Northwest-Pacific Southwest
DC Intertie (DC Intertie) transmission lines cross the Nevada-Oregon border.
, (i) "Outage" meanf) a full or partial reduction, consistent with Prudent Utility
,Practice, of available transmission capacity on any of the transmission
facilities used to either: (1) deliver Firm Energy to Vemon's system, or
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(2) deliver Exchange Energy to Bonneville's system, due to physical
limitations, including Uncontrollable Force, or operating and maintenance
limitations. '
..
'1....
(j) ,"Prudent Utility Practice" means those practices, methods, and equipment,
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~cl~ding provisions for contingencies and reserves, ~at are co~mon1yused.
to plan and operate electric power facilities reliably arid safel! to serve a
utility's customers dependably and economically, With ,due regard for the
state of the artin the electric power industry as practiced by ina~or electnc."
utilities which are members of the WestemSyste~Coordinating Council or
:successor orgairization.
'(k) "Uncontrollable Force" means any act or event beyondthe control of a Party
which impairs the ability of the party to perform, which byexerc~e ofdue,:
diligence such Party could not reasonably have been expected to avoid, an.d
, wPich by exercise of due diligence it shall be unable to avoid... Uncontrollable
'Forceincludes, but it is not limited to, failure of or threat of failure of
facilities, flood, earthquake, storm, fire, lightning and other natural
catastrophes, epidemic, war, riots, labor or material shortage, strike or lab~r
.. " ; dispute, or sabotage; and also includes restraint by an order of a court of
competentJurisdietion or by regulatory authorities, agaiD.st an actiont8ken
or not taken'by a Party, after a good faith effort by the appropriate Party"
(1) to obtain relief from such order, or (2) to,obiain any neces~ary
authorizations or approvals from any governmental agency or regulatory
authority.
(1) ,'"Workday" means each day which both Bonneville.andVemon observe as a,
regular day of work.
3. "RXHTRITS
Exhibit A (Bonneville's Wholesale Power Rate Schedules and General Rate Schedule
. - ' ,
Provisions) and Exhibit B (GCP Form PSC (SW-2), dated 07/24/95) are attached
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hereto and hereby made a part of this Agreement. inthe event ofa coD.fllct between
',' ' "'. -...... . ' '-- .' .' '
the body of this Agreement and Exhibit A or Exhibit B, the body of this Agreement
shall prevail.
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4. EXCHANGE
(a) , Deliveries of ExchaIi'ge Energy to Bonneville
(1) October, November"and December Deliveries
Vem~nshall deliver to Bonneville LUIExch~geEnergy during
October, November, and Dec~mber of each calen~ yesx,beginning
on October 1, 1995, and ending December 31,1997, as follows:
(A) Rate of Delivery
The hqurly rates of delivery shall not exceed the following
,amounts, unless otherwiseagreedto by the Parties:
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(B), TotalA:Jnounts of Exchange Energy ' for Each,October
, through December Period
The total amounts ofLUl Exchange EJiergy to be delivered to
Bonneville during each 'October through pecember period shall
be equal to the following amounts: .
October, November and December Period
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(2)
Exchange Energy Deliveries in EqualWeekly~ounts
All Excl?-ange Energy will be prescheduled by Vernon pursuaIit to
; section 7, and shall be delivered in, equal amounts for each Calendar '
Week, upless otherwise agreed to by the Parties.
(3)
,. B9nneville Deferral Rights,
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Bonneville~~y defer deliveries of Excl1angeEnergy frortJ. Vernon if '
Bonnevple experiences transmission and/or system constraints "
including minimum generation problems.
(4) ReScheduling of Deferred or Curtailed Exchange Energy
"Bonneville and Vernon shall make reasonable attempts to reschedule
all Exchange Energy that has been deferredp~suant to
section 4(aX3) or curtailed pursuan.t to section 6, within that October
through Decemberperiod. In the event that not all Exchange Energy
has been delivered prior ,to December 31, except as provided iIi.
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section 4(aX5),beginning at 0000 hours on January 1, of the following
year, Vernon shall schedule and Bonneville shall accept on each LLH,
the remaining: energy at a rate of one half of the hourly rate of
delivery specified in section:4(aX1XA).
(5) Exchange Energy Not Received Due to Outage
Unless otherwise agreed, 'wh~n VernQn's ability to make Exchange
Energy deliveries pursuant to this section 4 is limited due to an
Outage orUIicontiollableForce; Vernon shall not be obligated to
reschedule deliveries of Exchange Energy not delivered during such
Outage or Uncontrollable Force of 10 consecutive days or more in
duration, unless otherwise ,agreed to by the Parties.
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(b) Deli.-veries afFirm Energy to Vernon
(1) May, June, and July Deliveries ,
BonneVille shall deliver HLH and LLH Firm Energy' toY emon during
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May, June,' and July of each Calend,ar Year, beginning on, May t
1996~and ending_July 31,1998, as follows:
(A) Rate of Delivery'
The hourly rates of delivery ,during HLH, LLH, and ~l hours
.. . on Memorial Day and Inciependen:c~ Day shall not exceed the
following amounts, unless otherwise agreed to by the Parties:
Firm Ener
Calendar HLH May,
Year June Jut
1996 40
1997.. 40
. 1998 . 28
'*, These' rates of delivery do not "apply to holidays.
.(B) ,Monthly Amounts of Firm Energy
,.Unless Exchange Energy. deliveries are reduced p~suant to
'seCtion 4(aX5), the monthly amounts ofHLH and LLH Firm
'Energy to be delivered to Yemon shall be equal to the following
amounts:
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Calendar
Year
1996 -
1996
1996
1997
,1997
1997
1998
1998
1998
Month
Ma
June
Jul
Ma
June
, Jul
Ma
June
July
Firm Ener
11 Memorial Day
2/ Independence Day
If deliveries of Exchange Energy are ~educed pursuant to
section 4(aX5), then Bonneville's Firm Energy obligation
during the following May through July ,period shall be reduced
by an,amo~mt equal to 1.33 multiplied oytheamount of
Exchange Energy not delivered during such previous October
through Decem ber period. Any such reduction shall be on a
pro rata basis between Bonneville's obligations duringHLH
and LLH.
(2) Rescheduling of Firm Energy Not Received Due to Outage
, During any period of this,Agreement, when Bonneville's ability to
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make Firm Energy deliveries to Vernon pursuant to this seCtion is
limited due to an Outage or an Uncontrollable Force, Bonneville shall
. reschedule interrupted or curtailed deliveries of Firm Energy which
Bonneville is obligated to provide to Vernon, under conditions
approxiIIlately. 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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. (3) Scheduling
All Firm Energy 'shall be prescheduled by Vernon pursu@tto'
section 7.
5. FIRM ENERGY pURCHASE OPTION
During the months of August and September, beginn~g on August 1, 1996: and
continuing through September 30, 1998, Vernon shall have the option topurchase
Firm Energy from Bonneville as follows:
(a) Reservation Charge for Capacity
For the months of August and September, Vernon shall pay Bonneville a
reservation ~harge to reserve capacity for deliveries of Firm Energy. Such
charge in dollars per kilowatt-month shall be equal to $1.0.0. dl.lring calendar
year 1996, $1.02 dl.lring calendar year 1997, and $1.0.4 dl.lring calendar
year 1998.
(1:>) Amount of Capacity
The amount of capacity reserved by Vernon shall be equal to
60,000 kilowatts.
(c) Vernon Option to purchase Firm Energy
If Vernon desires to purchase Firm Energy from Bonneville, Vernon shall
notify Bonneville at the time that preschedules are to be submitted.' At such
time, Bonneville will quote Vernon a price for Firm Energy pursuant to
section 5(cX2), for deliveryth~ following day, and Vernon willnotify
Bonneville at that time if it chooses to purchase for the following day. If
Vernmichooses to purchase, then such purchase shall be in accordance with
the following terms:
(1)
Rate of Delivery and Hours of Delivery ,
The maximum hourly rate of delivery shall be 60 MW, and FiriU ,
. - - . -; '-' - " ,- ,'" ::: . :,--.,-:.': -" ,-
Energy may be delivered up to 14 HLHperday, MondaY~~fou.gh
, ,
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Friday. If the Southem Califomia Edison Company changes its
, definition .of ~n-peak and/or mid-pe$hours to be other than a total of
14 HLH per day, then the Parties sh~ amend tliis Agreement to
incorporate such changed definition.
(2) Firm Energy Price
Atthe time Vemon notifies BonneVille ofitsdesire to purchase, the '
price shall be either:
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(A)' 23 mills per kilowattho~ (milis/kWh) d~g calendar
year 1996, 23.46 millslkWh during calend8r year 1997, and
23.93 millslkWh for calendar year 1998, if Bonneville is not
purchasing HLH energy for the following day; or
(B) the higher of the applicable price specified in section 5(cX2XA),
or .BonneviIle's purchase price for HLH energy forthe following
. - '. ,,- : \
, "day plus 2 n1illsperkilowatthour "if Bonneville is purchasing
HLH energy for the following day. '
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'(d) Payment of Reservation Charge andF1.rm Energy Cwn;ge
Bonneville shall render a monthly bill to Vernon. Such power biJl shall
reference this contract number and shall be sent to:
CityofVemon,
, Director of Light and Power Department,
4305 Santa Fe Avenue
Vernon, CA 90058
Vemonsh~ pay Bonneville by the close of business on the 20~~ day after the
date of the bill./ Bills for amounts due Bonn.evillemay be paid by direct wire
,transfer or mailed to: '
The Bonneville Power Administration
P.O: Box 6040 '
Portland, OR ,97228-6040
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The procedures to be followed in making direct wire transfer will be provided' .
by the Financial' Services Group and updated as necessary.
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Bills not paid in full ~nor before close ofbusinesso:nthe due date shall be
subject to a penalty charge' of$50.In additio~,an'interest charge of
one-twentiethpercent(0.05 percent) shall be ap,Plied-each.day to the sum of
the unpaid amount and the penalty ch~ge. This interest charge shall be
ass.essed on a daily basis until such time as the unpaid amount and penalty
charges are paid in full.; Other provisions related to payment of bills specifie<i
in the current General Rate Schedule Provisions shall apply.
(e) Reservation Charge Relief .
If Bonneville's, ability to make Firm Energy deliveries ,to Vernon is limited for
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the entire month of.August or September, then Vernon shall, be relievedofits
obligation to pay' the reservation charge for such month. Ve~on shall notify
Bonneville and request relief when such relief is warranted pursuant to this
section.
6. CURTAILMENTRIGHTS
(a) Bonneville's obligation to make available Firm Ener~providedfor in
sections 4(b) and 5 is afirm obligation, contingent orilyuponUncontrollable
Forces and upon Bonneville's ability to first serve its ,own firm customer load'
after fully cOlnmitting all of its then-available resources.
, '
(b) The Parties a~e toexercisereasonable.diligencein maintaining their
portions of the ttansmission~ystem required to ellableschedules under this
Agreement., ,This may include theneedto~~,t~~~es~~t'ofservice in
order to perform necess8rym8in~nancecori.Sistent wfthprudent utility
,- \ - , -': '
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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 coul9-also preclude or inhibit transactions under this Agreement. '
(c) In the event of either an emergency outage or 'a necessary maintenance
outage which requires schedule c~ailments,theParlies agree that
transactions under this Agreement can be curtailed according to the contract,
prQvisions and accepted utility practices. The Parties shall make all
reasonable effort to minimize outage duratioIl;s arid to schedule the outages
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at mutually agreeable times. In the event it becomes necessary for
Bonnevilleto curtan service to Vernon, Bonneville shall use its best effortS to,
notify Vernon as far in advance of the curtailment as possible~
',7. SCHEDULING PROVISIONS
Submission of all schedules between the Parties shallbe.subject to the following
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provisions unless otherwise agreed upon by the Parties' respective schedulers or
dispatchers ortheir agents':
(a) Preschedules shall becompl~tedon each Workday. Preschedules shan be for
each hour of the following day or days through the next Workday:
(b) Hourly preschedules shall be submitted to Bonneville by 0930 hours.
, '
(c) By 1200hours.on each Wednesday, Bonneville may request estimates of the
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hourly amounts of Exchange Energy that Vernon anticipates it will schedule
to Bonneville each day for the following five (5) days. Vernon shall submit
such estimates to Bonneville by 1200 hoursonthe first Workday following
Bonneville's request. Such estimates are for the J?urpose of information only
and shall not obligate either Vernon or Bonneville to schedule suchaIllounts. -
Contr~ct No. 95MS~94672
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(d) The Parties shall endeavor to avoid requesting changes in' schedules.
Requests' for changes in prescheduled amounts for any hour shall be only as
mutuallyagreed. Normally such requested changes shallbe submitted no
later than 30 minutes before the hour for which the change is to be effective.
8. POINTS OF DELIVERY
, ' '
'Thepomt'~f delivery for all Firm Energy deliveries by'Bonneville Under this
Agreeinent is NOB, unless otherwise agreed to by the Parties. The point of delivery
for all, Exchange Energy deliveries by Vernon under this Agreement is COB and/or
NOB, lIpless otherwise agreed tQ by the Parties.
9. UNCONTROLLABLE FORCE
,', (a) Oblig~tions of the Parties shall be excused when failure to'perform such
obligations is due to an Uncontrollable Force; provided, however, that if
either Party is unable to perform due to an Uncontrollable Force; such Party
shall exercise due diligence to remove such inability in a timely maimer.
Nothing in this "section 9 (a) shall be construed to require either Partyto'
settle any strike or labor dispute in which it may be involved.
. (b) Each Party shall notify the other as soon as possible of any Uncon~ollabIe
Force which may impair performance lpldet this Agree~ent. Failure to give
notice shall not be deemed a waiver of such Uncontrollable Force.
10. ASSIGNMENT OF AGREEMENT
Neither Party shall have the right to transfer or assign this Agreement or any part
hereofwithout the prior written cons~nt of the other Party.' Such consent shall not
be unrel:lSonably ,withheld.
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11. NOTICES
(a) 'Unless this Agreement requires otherwise, any notice, demand or request
provided forin ~his Agreement, or served, given or made in conIlection 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 certified mail, postage prepaid, to the persons specified
below:
To Vernon:
Director of Light and Power
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
To Bonneville:
Extraregional Account Executive, Sales
UnIted States Department of Energy
Bonneville Power Administration
700 NE. Multnomah, Suite 400
Portland, OR 97232
(b) Either Party may, by written notice to the other Party, change the
designations or address of the person so specified as the one to receive notices
pursuant to this Agreement.
12. DISPUTES
Pending resolution ofa disputed matter, the Parties shall continue performance of
their respective obligations pursuant to this Agreement. For a period not to exceed
i
6 months unless otherwise mutually agreed, the Parties shall discuss disputes
regarding any matter relating to this Agreement, and shall use their best efforts to'
amicably and promptly resolve each such dispute. If the Parties have been unable
to resolve a disputed matter as specified above~ then each Parly has the right to
, adopt any, other remedies available und,er law.
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l3.GOVERNlNG LAW
This Agreement s~all be interpreted according to, governed by, and cOIistruedunder
Federal law.
14. WAIVERS
Except as otherwise prQvided herein or as agreed by the Parties, no -provision of this
Agreement maybe waived except as' documented or confirmed inWriting~ Any
waiver at any time b!a Party, of its right with respect to a default under this
Agreement, or with any other matter arising in connection therewith~ shall not be
deemed a waiver with respect to any subsequent default or matter. Either Party
may waive any'notice or agree to accept a shorter notice than specified in this
Agreement. Such waiver of notice or acceptance of shorter notice by a Party at any
time regarding,a notice shall not be considered a waiver with respect to, any
subsequent notice required under this Agreement.
15. NULLIFICATION
(a) , Vernon may terminate this Agreement prior to the Effective Date if'the
Southern California Edison Company does not ~pprove this resour~e as a
Special Condition 12 resource in order for Vernon to receive capacity' credit.
(b) To terminate this Agreement, Vernon must provide written notice to the
Manager, Short-Term Contracts, prior tothe Effective Date.
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Contract No., 95MS-94672
'16. SIGNATURE CLAUSE
Each Party hereto represents that it has the authority to execute this Agreement
and that it has been duly authorized to enter into this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
, UNITED STATES OF AMERICA
Department of Energy ,
Bonneville Power Administration
By
Customer Account Executive
Name
(Print /Type)
Date
,CITY OF VERNON, CALIFORNIA
BY~~~A'~'
Name ' .
(print/Type) Leon~s c. Malburg
ATTEST:
'.'#
By
~
Bruce Malkenhorst
Title
~ City Clerk
Title
Mayor
Date
7" -h -Y.....-? -
Date 9~~--
APPROVED AS TO FORM:
By
\)~ ~ID^~J'
David B. Brearly J
Title
City Attorney
Date
9-: C:-:?6"'
""""'" ..
(MCPLAN-MPSD-W:\MPSD\CT\94672_.DOC)
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EXHlBIT,B
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GCP FormPSC (SW) - 2
07/24/95
GENERAL' CONTRACT PROVISIONS
Index to Sections
Section
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Page
Definitions' ... .~....~... ,........... .:..... ........ ......~.. ..... ~........ .n....... .~......... .~... ... ",.'''. ~.... .;w::
,'Intet1>retation ,...... .'~. ....... .:... ............ .... ...... ,.. ........, ...... ....,....... .......... ..... .......:... :f"
"Character of Service .. ....... ..... ........ ~... ........~....... ............. .,..... ...... ...'.~...... ...... .... ~ 3
U nco?-t~llable 'Fo~ces ... ....'.,.... .~...... ............. ....."... ........;..,.....,.. ....... .....:.. .......... 3
ContmUlty of ServIce ......... ......,............................... ..... ......... ....: .................. ....... 3
Electric Disturbance' ......... ........~.... ......... ............. .............. ............................ ... 4
,Billing and Payment ....................... .... ............ ................................. ..... ............. 5
General Environmental Provision' .................~.................................................. 6
Dispute Resolution and Arbitration .........:........................................................ 6
Assignment of Agreement .........................................................,....................... 6,
Waiver of Default ............... .....~....;.... ..................... ..~........ ......... ................~ ........ 6
Notices and Computation ClfTime ................,........................................:......'......... 6
1. DEFINITIONS
The definitions in the body of this Agreement and the following additional
~efinitions apply to'thisexhibit.
(a)" ,"CUstomer" means the, party or parties (other than BonneVille) to'this
,',Agreement. .
,(b) "Federal System" or "Federal System'Facilities" means the facilitie~ofthe
F~deral Columbia River Power System (FCRPS). For the pu,rposes 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 BoIineville 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 Clwnedor controlled by the
"United States, including any entity: ' ' , " ",
'.
(d)
'(e)
'(f) ,
(g)
(h)
(i)
~,
~.
(1) which such a utility owns or controls, in whole or in part, oris
controlled by; ,
(2) .whichis controlled by those, contro11i.Ilg such utility; or
(3)
"Pacific Northwest" means the' same as such term is defined in Public
Law96~501.
, -
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"Peaking Energy" means the electric energyareompMYmg the delivery of
Surplus Peaking Capacity. ' ' "
. ,., \
, "PeakingReplacemen~ Energy" means that portion of th~PeakingEnergy
which is not Surplus Energy and which Bonneville requires the -Customer to
replace. '
, '
"SurplusEnergy" means electric energy generated at .Federal hydroelectric '
plants,exduding, the Canyon Ferry ,Project,jIl the Pacific Northwest or
generated on the Federal System which would otherwise be waSted,because"
of the lack ofa market therefor in the Pacific Northwest at any establiShed
rate or for which there is no market in' the Pacific Northwest at any rate
established for the disposition of such energy."
, , " - > - '
"Surplus Peaking Capacity" means electric peaking capacity at Federal,
hydroelectric plants, excluding the Canyon Ferry Project, in the Pacific
Northwest or electric peaking capacity onthe Federal System for which there
is no demand in the Pacific Northwest at any established rate or for which '
there is no demand in the Pacific Northwest at the rate establiShed forthe
disposition of such capacity.
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"UncoIitrollable Force" means an event beyond the reasonable control of, and
,without the fault or negligence of, the party claiming Uncontrollable ,Force.
Uncontrollable Forces shall include but not be llinited to:
(1)
, ' ,
strikes or work stoppageincludingtmeats ofstrlkes orimminent
, strikes; .
(2)
'I ,,' ,- .
events, reasonably beyond the control of the parties or any party,
,providingtransmission services and which the party could not by
exercise of reasonable diligence and foresightbe expected to avoid;
(3)
(4)
fl~odsorother natural disasters; and
,- , '-' - .
orders or injunctions served by any coui-thaving competent subject
" ,matter jurisdiction or, any order of an administrative officer which
) cannot be stayed, suspended, or set aside, pending ,reView, of such a
court.~;," . ,'".J,\,< ,"',., ,-
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v.
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Neither the unavailability offunds or financing nor conditions of national or
local economies or markets shall be considered an Uncontrollable Force. The
economic hardship of either party shall not constitute an ,Uncontrollable '
Force. '
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2. INTERPRETATION
;, ' - " -
(a) The provisions in thisexmbit shallbe deemed tobea '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 Provisions (GRSP) incorporated
in the Wholesale Power Rate Schedules is in conflict with a provision
contained in this exhibit, the GRSP or the contract bodyshall prevail.
, ' '
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(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, forthe breach of any of the 'provisions of
this Agreement which it would otherwise 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 f()rm of3-phase
current~ ,alternating at a nominal frequency of 60 hertz. '
4. UNCONTROLLABLE FORCES'
Each party shall notify the othe~ as soon as possible of any Uncontrollable Force
which may in any way affect the delivery of power hereunder. To the extent that
either party is prevented from m.eeting its obligati'ons 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 Force.,
5. " CONTINUITY OF SERVICE
(a) Either party may temporarily interrupt or reduce deliveries of electric power
, or energy 'if~e ,party determines that such iIlterruption or reduction is
necessary or desirable in case of system emergencies, or in order to iristall
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 ca$e of emergency and in order that the
Customer's or Bonneville's operations will not be unreasonably interfered
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
knowledgethereot: The Customer otBonneville shall effect the use of
temporary facilities.,or,equipment to minimize the effect of any such
interruption or outage to, the extent reasonable '.or'appropriate..
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.' (b) If the delivery of Peaking Replacement Energy. or any other obligation to
deliver energy to ~onneville; ',has been interrnpted or curt;ailed pnrsnant to
J;bis sectiori,the smountof energy which wonld otherWise have been
delivered shall bO made available lIS soon aspl1lCtidilile after resumption of
deliveries,' upon request by Bonneville.
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6. ELECTRIC DISTURBANCE
(a) For the purposes of this sel'fionlm electric distUrbance is any sudden,
unexpected, changed, or abnormal electric condition ocCurring' in. or on an
electric system which c,auses damage. ' "
(b) Each -party shall design, construct. operate. maintain, and 1,15e its electric
system in confrlrmance with accepted electric ntility practices: '
(1) to ~ electric disturbances snch as. but not limited to. the
abn"",!,al flow of power which may interfere with the electric system
. of the other party or any electric system connected with such other
party's electric system; ~d
(2) . to miDimize the effect on its electric system and onits customers.of .
'electric disturbances originating onits own or another electric system.
, -
(c) Ifboth parties to this Agreement are parti;" to the Agre.ementLimiting
Liability PtJnong Western Interconnected Systems. their relatiOnship with
respect to system damages shall be gov,ernedbY that agreement.
, (d) If either one orboth of the parties to this Agreement is nota party to the
Agreement Limiting Lia\JilityAmong Western InterCOnnected Systems. its
relationS with the other.party with resPect to system dam3ges shall be
goverried by the fullowing sentence. notwithstanding the fact that the other
party may be a party to "..;d Agreement Limiting Liability Among Western
" Interconnected SystemS. A party to this Agreementsha1l not be 1iableto the
other party fur damage to tlie other party's system or facilities caused by an
electrlcdisturbance on the first party's system. whether or not sncb electric
disturbance is the resnlt of negligence by the first party. if the other party
has failed t9 fulfill its obligations under section 60>)(2). "
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(e) If either one or both of the parties to this Agreement is 1l0t a party to the
o . Agreement Limiting Lia\Jility Among Western Interconnected Systems. each
party to this Agreement shall holdhannless andjndemnify the other party,
, -its officers and employees. from any c1.;ms fur loss. injury. or c\amlIge
. snlferedby those to whom the first party delivers power not for resale, which
\PSS. injury. or damage is caused by an eIectric dii;tnrb<uice on the other
'pmiy's syStem, whether or not snch e\ectriC cIisf;Urllance resnlts from the .
negligence of snch other party. if sucb.lirst party hasfui\ed to fulfill its .
ob\iglitiollS under seelion 6(b X2). and slichfa.i1,,!,!COhtribu.ted to ,the loss.
injury... or damage. " '
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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 not 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 wit~ the provisions of this exhibit and the
Agreement. Failure to receive a bill shall not release the Customer from
liability for payment. Bonneville may render estimated bills lor any month.
Estnnated bills shall'be payment obligations, subject to all payment
provisionS, including late payment charges. A final bill will always follow an
estimated bill.
(b), Billing and Payment Provisions
, '
(1) , Electronic Transmission of the Bill to the Customer
Upon Customer request, Bonneville willelectronica11ytransmit the
Customer's power bill to ,the Customer on the issue d.8.te of the bill,
provid,ed the parties have compatible electronic equipment. ,If
Bonneville is electronically transmitting 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 mealls,
"Bonneville will ' also send the Customer a complete copy of its power
bill by inail.
(2) Payment Procedures for Amounts of Lessthan$50,OOO.,
If the Customer's monthly bill from Bonneville is less than $5(),OOO~
, 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 Federal holiday). .'
(3) Payment Procedures for Amoun~s of $50,000 or More
If the Customer's monthly bill from Bonneville is $50,000 or more, the
Customer must pay'by wire transfer using procedures established by
, Bonneville's Financial Services Group. Wire transfer amounts are due
and payable on the 20th day following the issue date ofthebill(or the
next buSiness day if that day falls on aSaturday, Sunday, or Federal
holiday).' .
(~LatePaymem ,
Unless otherwise provided abov-e, bills not paid in full on or ,before the due,
date will be subject to a daily interest charge of one-twentieth of ~>ne percent
(0.05 percent) on the unpaid balance plus accumulated interest. This interest
charge will be assessed on a'daily'b~is until ,such time as the 'llnpaid amount
is, paid_in full. '
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(d) Disputed BillS
In the event ofa billing dispute, the Customer agrees,to note the disputed
amount and pay its power bill in full by the due date. The 'amoUnt billed is
subject to late payment charges Until paid in full. If it is determined that the
'Customer is entitled to a .refund of any portion . of the disputed amount, ,
Bonneville will make 'such refund with interest as determined by Bonneyille's
Financial Services Group. Disputed bills are subject to the dispute proViSions
in section 9 of this exhibit. .,
8. GENEn.Ai. ENVIRONMENTAL PROVISION J .
The parties agree to comply fully with the requirements of all applicable Fed.eral.
State and local environmental laws. Each party shall be responsible for the cost
compliance incurred for its own facilities, even ' when those facilities ,are located on
the property of the Qth~r .party. '
9. DISPtn$ RESOLUTION AND ARBITRATION , " "
All disputes .arising under this Agreement are subject to resolution through
arbitration which is binding to. the , maximum extent permissible to both parties
under the laws existing at the time the dispute is resolved.' No party shall be bound
onanyissue if the . other party is not likewIse bound. In lieu of, or prior to~
submitting to arbitration, the parties may. agree to an alternative form of dis~ute , ,,'
resolution such as mediation or nonbinding arbitration.
10. ASSIGNMENT'OFAGREEMENT
This Agreement shall inure to the benefit of' and shall be binding upon the
respective successors 'and assigns of the parties to this Agreement. Such contract or
any interest therein shall not be transferred or ~signedby either party to any party
other than the. Government or an agency thereofwithout the written consent of the '
other except as specifically prov;ided in this section. ' '
11. WAIVER OF DEFAULT , ,
Any waiver at any time by any party to this Agreement afits rights with respect to
any default of any other party thereto, or with respect to any other matter arising in
connection with such contract, shall not be considered a waiver with respect to any
subsequent default or matter. '
12. NOTICES AND COMPUTATION OF TIME
Any notice required by this Agreement to ~ given to any party shall be effective
when it is received by such party, and in computing any period of time from such
'notice, such period shall commence at 2400 hoUrS on the date of receipt of such
notice. . ' '
(MCPLAN-MPSD:-WN>>M~~W2DOC)