Resolution No. 70991
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RESOLUTION NO. 7099
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN AMENDMENT NUMBER THREE TO THE TRANSMISSION
SERVICE AGREEMENT BETWEEN SUNLAW COGENERATION
PARTNERS I AND THE CITY OF VERNON FOR A
COGENERATION FACILITY LOCATED AT DOWNEY ROAD AT
50TH STREET
WHEREAS, the City of Vernon ("Vernon") and Sunlaw
Cogeneration Partners I ("Sunlaw") entered into that certain
Transmission Service Agreement ("Agreement") dated July 19, 1984,
for a cogeneration facility located at Downey Road at 50th Street;
and
WHEREAS, Vernon and Sunlaw entered into that certain
Amendment Number One to Transmission Service Agreement ("Amendment
Number One") dated June 16, 1992; and
WHEREAS, Vernon and Sunlaw entered into that certain
Amendment Number Two to Transmission Service Agreement ("Amendment
Number Two") dated August 5, 1997; and
WHEREAS, the term of the Agreement pursuant to Section
13.0 is through August 24, 2006; and
WHEREAS, the Agreement provides transmission service for
Sunlaw to assist Sunlaw in delivering capacity and energy to the
Southern California Edison Company ("Edison"), the purchaser of
said capacity and energy pursuant to a Power Sales agreement with
Edison; and
WHEREAS, Sunlaw and Edison are negotiating a voluntary
termination of the Sunlaw/Edison Power Sales Agreement; and
WHEREAS, the approval by the CPUC and FERC of a voluntary
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termination of the Sunlaw/Edison Power Sales Agreement will
require changes to the Agreement in order to accommodate Sunlaw's
operation of the power generation facility as a merchant plant
with the ability to sell its output of capacity and energy to
other non -Edison parties.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION l: The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Amendment Number Three to the Transmission Service
Agreement Between Sunlaw Cogeneration Partners I and the City of
Vernon for a Cogeneration Facility Located at Downey Road at 50th
Street, a copy of which has been presented to the City Council
concurrently with this resolution, and the City Council hereby
orders said Amendment to be received and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Amendment
for, and on behalf of, the City of Vernon.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of March, 1998.
EONIS C. MAL URG, Mayor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 7099, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
on Tuesday, March 3. 1998, and thereafter was duly signed by the
Mayor of the City of Vernon. .�
( SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXECUTION COPY
AMENDMENT NUMBER THREE TO THE TRANSMISSION
SERVICE AGREEMENT BETWEEN SUNLAW COGENERATION
PARTNERS I AND THE CITY OF VERNON FOR A
COGENERATION FACILITY LOCATED AT THE SOUTHWEST
CORNER OF VERNON AND ALCOA AVENUES
This Amendment Number Three to the Transmission Service
Agreement is made and entered into and executed in duplicate
originals, either copy of which may be considered and used as the
original hereof for all purposes, and to be performed in Vernon,
California, effective March 3, 1998.
BY AND BETWEEN CITY OF VERNON, a Municipal
Corporation (hereinafter referred
to as "Vernon"), 4305 Santa Fe
Avenue, Vernon, CA 90058
AND SUNLAW COGENERATION PARTNERS I, a
California Limited Partnership
(hereinafter referred to as
"Cogenerator"), 2045 East Vernon
Avenue, Vernon, CA 90058
RECITALS
WHEREAS, Vernon and Cogenerator entered into that certain
Transmission service Agreement ("Agreement") dated July 19, 1984,
for a cogeneration facility located at the southwest corner of
Vernon and Alcoa Avenues in the City of Vernon; and
WHEREAS, Vernon and Cogenerator entered into that certain
Amendment Number One to Transmission Service Agreement ("Amendment
Number One") dated June 16, 1992; and
WHEREAS, Vernon and Cogenerator entered into that certain
Amendment Number Two to Transmission Service Agreement ("Amendment
Number Two") dated August 5, 1997; and
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WHEREAS, the term of the Agreement pursuant to Section
13.0 is through August 24, 2006; and
WHEREAS, the Agreement provides transmission service for
Cogenerator to assist Cogenerator in delivering capacity and
energy to the Southern California Edison Company ("Edison"), the
purchaser of said capacity and energy pursuant to a Power Sales
Agreement with Edison; and
WHEREAS, Cogenerator and Edison are negotiating a
voluntary termination of the Cogenerator/Edison Power Sales
Agreement; and
WHEREAS, the approval by the CPUC and FERC of a voluntary
termination of the Cogenerator/Edison Power Sales Agreement will
require changes to the Agreement in order to accommodate
Cogenerator's operation of the power generation facility as a
merchant plant with the ability to sell its output of capacity and
(energy to other non -Edison parties.
NOW, THEREFORE, in consideration of the mutual covenants,
promises, and conditions contained herein, and the Recitals
heretofore stated, the Parties hereby agree to participate in good
faith negotiations to amend the Agreement upon the approval of
either the CPUC and/or FERC approving the voluntary termination of
the Cogenerator/Edison Power Sales Agreement as follows:
1. Subsequent to the voluntary termination of the Power
Sales Agreement (hereinafter "Termination"), Cogenerator may, but
will not be required to, maintain "qualifying facility" or QF
status.
2. Subsequent to the Termination, Cogenerator may, but
will not be required to, operate as a cogenerator.
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3. Sunlaw Cogeneration Partners I shall be referred to
in the Agreement as "Sunlaw" and its address is 2045 East Vernon
Avenue, Vernon, California 90058.
4. Cogenerator will not be obligated to sell, and Edison
will not be obligated to buy, energy and capacity generated by
Cogenerator's facilities. All references in the Agreement to
Cogenerator selling to Edison, and Edison purchasing from
Cogenerator, capacity and energy, shall be deleted. All
references to "Point of Interconnection with Edison" shall be
deleted.
5. To the extent, feasible, practical and consistent
with Vernon's agreements with Edison and Vernon's relationship
with the Independent System Operator ("ISO"), all references in
the Agreement will be changed in order to provide that Vernon will
augment and increase the firm transmission service from the Point
of Interconnection with Vernon to the Point of Interconnection at
Laguna Bell Substation with the ISO. Vernon's obligations are
contingent upon Vernon (i) having the right under its firm
transmission service agreements with Edison; (ii) upon said
arrangement being in conformance with FERC regulations; and (iii)
in conformance with the scheduling and dispatching protocols,
regulations, decisions, privileges and obligations of the ISO to
provideserviceat the "high side" of Laguna Bell Substation at
220 kV ("Point of Interconnection 22011) or at the "low side" at 66
kV service (Point of Interconnection 6611) of Laguna Bell
Substation.
6. Cogenerator shall have the right to elect service at
the Point of Interconnection 220 or the Point of Interconnection
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66 if Vernon offers such service and if such service is consistent
with the arrangements between Vernon and the ISO and consistent
with the decisions and regulations and orders of the FERC.
Cogenerator shall reimburse Vernon for line losses as follows:
a. From the Point of Interconnection with Vernon to
the Point of Interconnection 220, the sum of $4,500 per month; and
b. From the Point of Interconnection with Vernon to
the Point of Interconnection 66, the sum of $3,000 per month.
7. The parties shall negotiate the appropriate amendment
so that the amendments are effective on the closing date of the
Termination and Cogenerator shall promptly notify Vernon of the
anticipated closing date and provide sufficient notice in order to
reasonably and timely participate in good faith negotiations to
amend the Agreement.
IN WITNESS WHEREOF, the Parties have executed this
Amendment Number Three to be effective March 3, 1998 on the
date(s) adjacent to their respective signature blocks.
CITY OF VERNON
DATED 1998
BY
LEONIS C. "FRG, M yor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
V)J'y r V, i
DAVID B. BREARLEY, City VAttorney
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SUNLAW COGENERATION PARTNERS I,
a California Limited Partnership
By: Operating Energy, L.P.,
its General Partner.
By: Sunlaw.0perating
2frporation, General Partner
f Op rating Energy, L.P.
DATED: �,'>ej , 1998 By:
BBE N. DANZI , esident
DATED: , 1998 By:
MICHAEL MARTIN, Secretary
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ACKNOWLEDGMENT:
The Trustee hereby acknowledges receipt of the Consent of the
Requisite Percentage of Noteholders and, pursuant to Section 9.2
of the Indenture, hereby consents to the Amendment Number Three to
the Transmission Service Agreement between SUNLAW COGENERATION
PARTNERS I and the CITY OF VERNON.
r
U.S. Bank Trust National Association
DATED: 1�i �1�'� , 1998 B y :l /
Name: Sheri B. Ball
Title: �hcy `�6
a.
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
Wm. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Counclman
W. MICHAEL McCORMICK
Councilman
DAVID B. BREARLEY
City Attorney
FAX: (626) 330-5818
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
CITY HALL
BRUCE V. MALKENHORST
City Administrator / City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
FAX (323) 581-7924 TELEPHONE (323) 583-8811
November 19, 1998
Susan E. Spar, Esq.
Sunlaw Cogeneration Partners I
P.O. Box 58324
2045 E. Vernon Avenue
Los Angeles, CA 90058
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Re: Amendment_ Number Three to the Transmission Service
Agreements - Cogeneration Facilities - Vernon/Alcoa
..Avenues and Downey Road at 50th Street
Dear Ms. Spar:
I am in receipt of your letter dated November 17, 1998,
enclosing "a set of the Execution copies of Amendment No. 3 to the
TSA, which has been signed by Bob Danziger." However, these
"Execution copies" are not originals, merely copies of the signed
originals. Since you further indicate that once the Lenders
approve you will send "final fully executed copies," I assume you
will be sending us executed copies that are originally signed.
If you have anv questions, please do not hesitate in calling
me.
Very truly yours,
David B. Brearley
City Attorney
DBB:jl.,
cc: Mr. Bruce V. Malkenhorst
Mr. Ken DeDario
Mr. Jorge Somoano.
MEMORANDUM
TO: Gloria Orosco, Chief Deputy City Cl
FROM: David B. Brearley, City Attorn y Q1�
DATE: December 8, 1998
SUBJECT: Amendment Number Three to the Transmission Service
Agreement with Sunlaw Cogeneration Partners I
Enclosed please find for your records an executed Amendment
Number Three to the Transmission Service Agreement for each of
the Sunlaw cogeneration facilities. These Agreements were
approved pursuant to Resolution Nos. 7098 and 7099 on March 3,
1998.
If you have any questions concerning this matter, please
call me.
DBB:j1
Enclosures