Resolution No. 72441
RESOLUTION NO. 7244
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN
4 AMENDMENT NUMBER FOUR TO THE TRANSMISSION SERVICE
AGREEMENT BETWEEN SUNLAW COGENERATION PARTNERS I AND
5 THE CITY OF VERNON FOR A COGENERATION FACILITY
LOCATED AT DOWNEY ROAD AT 50TH STREET
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7 WHEREAS, the City of Vernon ("Vernon") and Sunlaw
8 Cogeneration Partners I ("Sunlaw") entered into that certain
9 Transmission Service Agreement ("Agreement") dated July 19, 1984, for
10 a cogeneration facility located at Downey Road at 50th Street; and
11 WHEREAS, Vernon and Sunlaw entered into that certain
12 Amendment Number One to Transmission Service Agreement ("Amendment
13 Number One") dated June 16, 1992; and
14 WHEREAS, Vernon and Sunlaw entered into that certain
15 Amendment Number Two to Transmission Service Agreement ("Amendment
16 Number Two") dated August 5, 1997; and
17 WHEREAS, Vernon and Sunlaw entered into that certain
18 Amendment Number Three to Transmission Service Agreement ("Amendment
19 Number Three") dated March 3, 1998; and
20 WHEREAS, the term of the Agreement pursuant to Section 13.0
21 is through August 24, 2006; and
22 WHEREAS, the Agreement provides transmission service for
23 Sunlaw to assist Sunlaw in delivering capacity and energy to the
24 Southern California Edison Company ("Edison"), the purchaser of said
25 capacity and energy pursuant to a Power Sales agreement with Edison;
26 and
27 WHEREAS, the California State Legislature adopted Assembly
28 Bill 1890 (approved by the Governor September 23, 1996, filed with the
1 Secretary of State September 24, 1996), which provided for the
2 restructuring and partial deregulation of the electric industry in the
3 State of California; and
4 WHEREAS, the California Public Utilities commission
5 (hereinafter "CPUC") pursuant to said legislation held hearings and
6 solicited public comment and issued rulings restructuring and
7 partially deregulating the electric industry in the State of
8 California (R.94-04-031 filed April 20, 1994; I.94-04-032 filed April
9 20, 1994); and
10 WHEREAS, a nonprofit entity known as the Independent System
11 Operator (hereinafter "ISO") was formed to control the scheduling and
12 access to electric transmission facilities on a nondiscriminatory
13 basis in order to implement the development of a competitive
14 generation market; and
15 WHEREAS, a second nonprofit entity known as the Power
16 Exchange Corporation (hereinafter "PX") was created in order to
17 implement the marketing of electricity consistent with the
18 deregulation of the generation market; and
19 WHEREAS, the ISO and PX have filed their respective tariffs
20 describing rules, regulations and operating criteria with the Federal
21 Energy Regulatory Commission (hereinafter "FERC") (EC96-19-003 and
22 ER96-1663-003); and
23 WHEREAS, these proceedings are currently pending before the
24 FERC and upon final approval will have a dramatic and substantial
25 impact on the electric generation market; and
26 WHEREAS, Edison has filed with the FERC tariffs providing for
27 electric transmission consistent with Assembly Bill 1890 and the
28 initial filings made by the ISO and the PX with the FERC; and
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1 WHEREAS, Vernon's electric system is integrated with the
2 Edison electric transmission system and therefor may be impacted by
3 the final decisions of FERC in the above -referenced matters; and
4 WHEREAS, Sunlaw, Edison and Citizens Power LLC have
5 negotiated a sale of the Power Sales Agreement (together with related
6 agreements and the sale transaction); and
7 WHEREAS, subsequent to the closing ("Closing") of the sale
8 (the date of such Closing, the "Closing Date"), Sunlaw intends to
9 operate the power generation facilities as an independent generator
10 and exempt wholesale generator ("EWG") which will require changes in
11 the agreement in order to comply with the establishment and operation
12 of the ISO and the PX; and
13 WHEREAS, on September 3, 1998, FERC declared that Sunlaw
14 qualified as an EWG pursuant to Section 32 of the Public Utilities
15 Holding Company Act of 1935; and
16 WHEREAS, subject to and subsequent to the Closing Date,
17 Vernon and Sunlaw desire to restructure the Agreement in order to
18 operate the power generation facility consistent with the
19 restructuring and partial deregulation of the electric business in the
20 State of California; and
21 WHEREAS, Section 29.6 of the Agreement provides that Sunlaw
22 has the right to terminate the Agreement upon giving Vernon five (5)
23 years written notice; and
24 WHEREAS, Sunlaw desires upon the Closing Date to give Vernon
25 a five (5) year written notice to terminate the Agreement; and
26 WHEREAS, Vernon is willing to accept a termination payment
27 from Sunlaw upon the Closing; and
28 WHEREAS, Sunlaw desires during said termination period to
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I have an option to use said transmission in order to make deliveries to
2 the PX and any other interested party.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
4 CITY OF VERNON AS FOLLOWS:
5 SECTION 1 The City Council of the City of Vernon does
6 hereby find and determine that the recitals contained hereinabove are
7 true and correct.
8 SECTION 2: The City Council of the City of Vernon hereby
9 approves the Amendment Number Four to the Transmission Service
10 Agreement Between Sunlaw Cogeneration Partners I and the City of
11 Vernon for a Cogeneration Facility Located at Downey Road at 50th
12 Street, a copy of which has been presented to the City Council
13 concurrently with this resolution, and the City Council hereby orders
14 said Amendment to be received and filed by the City Clerk.
15 SECTION 3: The City Council of the City of Vernon hereby
16 authorizes the Mayor and the City Clerk to execute said Amendment for,
17 and on behalf of, the City of Vernon.
18 SECTION 4: The City Clerk of the City of Vernon shall
19 certify to the passage of this resolution and thereupon and thereafter
20 the same shall be in full force and effect.
21 APPROVED AND ADOPTED this 15th day of December, 1998.
22 l
s
LEONIS C. M4BURG, Mayor
23 ATTEST:
24
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.
7244, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Tuesday, December 15_.
1998, and thereafter was duly signed by the Mayor of the City of
Vernon.
BRUCE V. MALKENHORST, City Clerk
(SEAL)
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EXECUTION COPY
AMENDMENT NUMBER FOUR 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
This Amendment Number Four 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 December 8, 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
"Sunlaw"), 2045 East Vernon
Avenue, Vernon, CA 90058
RECITALS
WHEREAS, Vernon and Sunlaw entered into that certain
Transmission Service Agreement ("Agreement") dated July 19, 1984,
for 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
1 WHEREAS, Vernon and Sunlaw entered into that certain
2 Amendment Number Three to Transmission Service Agreement
3 ("Amendment Number Three") dated March 3, 1998; and
4 WHEREAS, the term of the Agreement pursuant to Section
5 13.0 is through August 24, 2006; and
6 WHEREAS, the California State Legislature adopted
7 Assembly Bill 1890 (approved by the Governor September 23, 1996,
8 filed with the Secretary of State September 24, 1996), which
9 provided for the restructuring and partial deregulation of the
10 electric industry in the State of California; and
11 WHEREAS, the California Public Utilities Commission
12 (hereinafter "CPUC") pursuant to said legislation held hearings
13 and solicited public comment and issued rulings restructuring and
14 partially deregulating the electric industry in the State of
15 California (R.94-04-031 filed April 20, 1994; I.94-04-032 filed
16 April 20, 1994); and
17 WHEREAS, a nonprofit entity known as the Independent
18 System Operator (hereinafter "ISO") was formed to control the
19 scheduling and access to electric transmission facilities on a
20 nondiscriminatory basis in order to implement the development of a
21 competitive generation market; and
22 WHEREAS, a second nonprofit entity known as the Power
23 Exchange Corporation (hereinafter "PX") was created in order to
24 implement the marketing of electricity consistent with the
25 deregulation of the generation market; and
26 WHEREAS, the ISO and PX have filed their respective
27 tariffs describing rules, regulations and operating criteria with
28 the Federal Energy Regulatory Commission (hereinafter "FERC")
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(EC96-19-003 and ER96-1663-003); and
WHEREAS, these proceedings are currently pending before
the FERC and upon final approval will have a dramatic and
substantial impact on the electric generation market; and
WHEREAS, the Southern California Edison Company
(hereinafter "Edison") has filed with the FERC tariffs providing
for electric transmission consistent with Assembly Bill 1890 and
the initial filings made by the ISO and the PX with the FERC; and
WHEREAS, Vernon's electric system is integrated with the
Edison electric transmission system and therefor may be impacted
by the final decisions of FERC in the above -referenced matters;
and
WHEREAS, the Agreement provides transmission service for
Sunlaw to assist Sunlaw in scheduling capacity and delivering
energy to "Edison," the purchaser of said capacity and energy
pursuant to the Edison agreement (hereinafter "Power Sales
Agreement") between Sunlaw and Edison; and
WHEREAS, Sunlaw, Edison and Citizens Power LLC
("Citizens") have negotiated a sale of the Power Sales Agreement
(hereinafter "Sale"); and
WHEREAS, subsequent to the date of the closing of the
Sale (hereinafter "Closing Date"), Sunlaw intends to operate the
power generation facilities as an independent generator and as an
exempt wholesale generator ("EWG") which status will require
changes in the agreement in order to comply with the establishment
and operation of the ISO and the PX; and
WHEREAS, on September 3, 1998, FERC declared that Sunlaw
qualified as an EWG pursuant to Section 32 of the Public Utilities
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1 Holding Company Act of 1935; and
.2 WHEREAS, subject to and subsequent to the Closing Date,
3 Vernon and Sunlaw desire to restructure the Agreement in order to
4 operate the power generation facility consistent with the
5 restructuring and partial deregulation of the electric business in
6 the State of California; and -
7 WHEREAS, Section 29.6 of the Agreement provides that
8 Sunlaw has the right to terminate the Agreement upon giving Vernon
9 five (5) years written notice of its intent to terminate such
10 Agreement; and
11 WHEREAS, Sunlaw desires, upon the Closing Date, to give
12 Vernon the said five (5) year written notice to terminate the
13 Agreement (hereinafter "Termination Period"); and
14 WHEREAS, Vernon is willing to accept and.Sunlaw intends
15 to make a termination payment hereinafter "Termination Payment")
16 and an option payment (hereinafter "Option Payment") upon the
17 Closing Date in accordance with Section 7.6 of the Agreement; and
18 WHEREAS, Sunlaw desires to make the Option Payment and
19 the Termination Payment in order to retain the right to have
20 available for its use the said transmission service described in
21 the Agreement, in order to schedule and make deliveries of
22 capacity and energy to the PX and any other interested party where
23 said transmission service is necessary during said Termination
24 Period; and
25 WHEREAS, Sunlaw's obligation to make payments to Vernon
2.6 for transmission service during the Termination Period will only
27 be discharged if Sunlaw makes and Vernon receives the Termination
28 Payment and the Option Payment upon the Closing Date.
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NOW, THEREFORE, in consideration of the mutual covenants,
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promises,
and conditions contained herein, and the Recitals
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heretofore
stated, the Parties hereby amend the Agreement as
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follows:
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1. Section 1.28 is added to the Agreement to read as
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follows:
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111.28 Upon the Closing Date, the electrical
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generation facilities shall cease being known as
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cogeneration facilities and will thereafter be
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known as generation facilities. All references
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in the Agreement to cogeneration facilities or
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cogenerator or cogeneration shall thereafter be
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interpreted as generation or generator."
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2. Section 1.29 is added to the Agreement to read as
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follows:
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111.29 Upon the Closing Date, Sunlaw
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Cogeneration Partners I shall thereafter be
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referred to as `generator' or `Sunlawl"
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3. Section 1.30 is added to the Agreement to read as
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follows:
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111.30 Independent System Operator - The
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California Independent System Operator
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Corporation (ISO), a state chartered, nonprofit
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corporation that controls the transmission
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facilities of all Participating TOs
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(Transmission Owners) and dispatches certain
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Generating Units and Loads."
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follows:
follows:
follows:
follows:
4. Section 1.31 is added to the Agreement to read as
111.31 Power Exchange Corporation - The
California Power Exchange Corporation (PX), a
state chartered, nonprofit corporation charged
with providing a Day -Ahead forward market for
Energy in accordance with the PX Tariff. The PX
is a Scheduling Coordinator and is independent
of both the ISO and all other Market
Participants."
5. Section 1.32 is added to the Agreement to read as
111.32 Vernon's Interconnection with ISO - The
point where Vernon, pursuant to the Laguna Bell -
Vernon Interconnection Service Agreement between
Edison and Vernon, is connected to the ISO
controlled grid that,is under the LSO's
operational control."
6. Section 1.33 is added to the Agreement to read as
111.33 The Laguna Bell -Vernon Interconnection
Service Agreement - The agreement between Vernon
and Edison which provides Vernon the right to
schedule, transmit and deliver capacity and
energy to Vernon's interconnection with ISO."
7. Section 1.34 is added to the Agreement to read as
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"1.34 Any reference herein to the scheduling of
capacity and delivering of energy to Edison
shall be deemed to be schedules and deliveries
made pursuant to the ISO tariff."
8. A new Section 2.1 of the Agreement is added to the
agreement to read as follows:
112.1 Sunlaw shall be deemed to have provided
its five (5) year written notice to Vernon to
terminate the-Agreementupon the Closing Date
pursuant to Section 7.6 provided that Sunlaw
makes the Termination Payment and the Option
Payment to Vernon on the Closing Date."
9. A new Section 2.2 is added to the Agreement to read
as follows:
112.2 Sunlaw hereby agrees to pay to Vernon, on.
the Closing Date, the sum of $2,000,000 (the
"Termination Payment") and the sum of
$317,803.39 (the "Option Payment")."
10. A new Section 2.3 is added to the Agreement to read
as follows:
112.3 Vernon hereby grants to Sunlaw, during the
Termination Period, the right to have available
for its use, the transmission service described
in the Agreement, sufficient to schedule and
deliver to Vernon at 66 kV up to 29,000
kilowatts of Capacity and Energy generated by
Sunlaw, for Vernon to schedule, transmit and
deliver at 220 kV to Vernon's interconnection
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with ISO, provided that Sunlaw makes the
Termination Payment and the Option Payment on
the Closing Date. Said transmission service is,
subject to this Agreement, the terms and
conditions of the agreements and protocols
required by the ISO, to the Laguna Bell -Vernon
Interconnection Service Agreement and any future
modifications thereto, and further subject to
the decisions of FERC and the CPUC that will
impact or affect the ability of Sunlaw to
schedule, transmit and deliver capacity and
energy to third parties, including the P.X,.and
Vernon's ability to schedule, transmit and
deliver said capacity and energy requested by
Sunlaw in accordance with the rules,
regulations, protocols, tariffs and agreements
of the ISO; provided further, however, that
Sunlaw shall continue to be obligated to pay and
shall make payment for charges for maintenance
of the Interconnection Facilities pursuant to
Article 27 and the Fuel Use Franchise Fee
payable pursuant to Article 35."
11. The old Section 2.1 of the Agreement is modified to
read as follows and changed to Section 2.4:
112.4 During the Termination Period, and upon
payment of the Termination Payment and the
Option Payment, Vernon shall receive at 66 kV,
capacity and energy generated at the Generator,
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1 and transmit and deliver at 220 kV said capacity
2 and energy to Vernon's interconnection with ISO
3 subject to the terms and conditions provided for
4 herein. Vernon's capacity obligation to provide
5 Firm Transmission Service herein shall be
6 limited to a maximum of 29,000 kilowatts and
7 shall be further subject to the Laguna Bell-
8 Vernon Interconnection Service Agreement and any
9 future modifications thereto."
10 12. The old Sections 2.2, and 2.3 are hereby renumbered
11 as follows:
12 a. Section 2.2 is renumbered to Section 2.5; and
13 b. Section 2.3 is renumbered to Section 2.6.
14 13. Section 2.7 is added to the Agreement to read as
15 follows:
16 112.7 Sunlaw shall be responsible for meeting
17 all scheduling requirements imposed by ISO
18 including a Scheduling coordinator, if
19 necessary, in order to meet such scheduling
20 requirements."
21 14. Section 7.6 is added to the Agreement to read as
22 follows:
23 117.6 At the Closing Date, and upon Sunlaw
24 giving notice to Vernon of its intent to
25 terminate this Agreement pursuant to Section
26 29.6 of this Agreement, Sunlaw hereby agrees to,
27 make to Vernon, a one-time, lump sum payment of
28 Two Million Dollars ($2,000,000.00) (Termination
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follows:
Payment) and a one-time, lump sum payment of
Three Hundred and Seventeen Thousand Eight
Hundred and Three Dollars and Thirty -Nine Cents
($317,803.39) (Option Payment). Vernon's
receipt of such lump sum payments will discharge
Sunlaw's obligation to make future payments to
Vernon for transmission service pursuant to
Sections 5.1 through 5.3 of this Agreement, and
for losses associated with transmission service
pursuant to Sections 5.8 and 5.9 of this
Agreement during the Termination Period. If
Sunlaw does not make such lump sum payment on
the Closing Date, then Sunlaw's obligation to
make future payments to Vernon for transmission
service pursuant to Sections 5.1 through 5.3 of
this Agreement and for losses associated with
transmission service pursuant to Section 5.8 and
5.9 of this Agreement during the Termination
Period will not be discharged and will remain a
continuing obligation of Sunlaw."
15. Section 20.6 is added to the Agreement to read as
1120.6 Notwithstanding Sections 20.1 through
20.5, Sunlaw shall be responsible for meeting
all of the metering requirements imposed by the
ISO at the time it elects to become an
independent generator and schedule and deliver
capacity and energy to ISO's control. Further,
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1 however, Sunlaw also agrees to be responsible
2 for meeting the metering requirements of Edison
3 and Vernon as they discharge their
4 responsibilities pursuant to: (1) the ISO
5 requirements; and (2) the requirements of their
6 respective transmission and interconnection
7 agreements. Said requirements include, but are
8 not limited to, audit rights, native load
9 provisions, ancillary services, and to make data
10 available to parties other than Vernon.
11 However, to the extent that the existing
12 provisions are compatible with the ISO
13 requirements, they will continue to be
14 applicable. In addition, Sunlaw shall be
15 responsible for making any and all changes
16 required by ISO in the future."
17 16. Section 20.7 is added to the Agreement to read as
18 follows:
19 1120.7 Sunlaw shall be responsible to submit
20 metering data to Vernon. Presently, Edison
21 provides such data to Vernon. However, in the
22 event Edison no longer will or is unable to
23 provide such data after the Closing Date, Sunlaw
24 will be responsible to provide such data to
25 Vernon or any other party in accordance with
26 Vernon and ISO rules and regulations."
27 17. Section 29.4 of the Agreement shall be modified to
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1 1129.4 Vernon shall have the right to terminate
2 Firm Transmission Service upon the fifth
3 anniversary of the Closing Date."
4 18. The following is added to the end of Section 29.6:
5 "Provided further, however, subject to Vernon's
6 receipt of the Termination Payment and the
7 Option Payment on the Closing Date, Sunlaw shall
8 have the right to terminate this Agreement upon
9 thirty (30) days written notice at any time
10 prior to thirty (30) days prior to the fifth
11 anniversary of the Closing Date."
12 19. Effective as of the Closing Date, and pursuant to
13 Section 2.1 herein, Sunlaw hereby gives written notice of its
14 intent to terminate the Agreement on or before the fifth
15 anniversary of the Closing Date.
16 20. Subject to Vernon's receipt of the Termination
17 Payment and the Option Payment on the Closing Date, Vernon hereby
18 agrees to execute and deliver on the Closing Date the Release, in
19 the form attached hereto as Exhibit A.
20 21. In all other respects, the Agreement shall remain in
21 full force and effect and, in the event of any inconsistencies
22 between Amendment Number Four and the Agreement, Amendment Number
23 Four shall control.
24 IN WITNESS WHEREOF, the Parties have executed this
25 Amendment Number Four to be effective December 8, 1998, on the
26 date(s) adjacent to their respective signature blocks.
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DATED: �7 �5", 1998
CITY OF VERNON
By'• ' r
"` EONIS C. MALEIURG, May r
ATTEST* � ._..._
BRUCE V. MALKENHORST, City Clerk
A�PPPROVED nAS TO FORM: %?
DAVID B. BREARLEY, City Attorney
DATED: �2,er.v.�ri.uzl , 1998
DATED: L.�i- , 1998
SUNLAW COGENERATION PARTNERS I,
a California Limited Partnership
By: Operating Energy, L.P.,
its General Partner
By: Sunlaw Operating
Corporation, General Partner
o4 Operating Energy, L.P.
By:
By:
IN, 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 Four to
the Transmission Service Agreement between SUNLAW COGENERATION
PARTNERS I and the CITY OF VERNON._
DATED: T"W-o,, 2 1 , 1998
U.S. BANK TRUST, TRUSTEE
By:
Name: ( l SheriB. BallP
Title: V i U� /3I-e<j e
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EXHIBIT A
RELEASE
This RELEASE (this "Release") is executed as of , 1998, and effective
as provided herein, by CITY OF VERNON, a Municipal Corporation ("Vernon") for the
benefit of Southern California Edison Company ("SCE"), Citizens Power LLC ("Citizens
Power"), CL Power Sales Three, L.L.C. ("CL Three"), the Purchasers (as defined in the
Note Purchase Agreement dated as of the Closing Date (as defined in Recital C) between
CL Three and the purchasers of CL Three's notes thereunder (the "Note Purchase
Agreement") referred to in Recital C below, and collectively with SCE, Citizens Power, and
CL Three, the "Released Parties"), and the Other Released Parties (as defined below).
RECITALS
A. Vernon and Sunlaw entered into a Transmission Service Agreement dated
July 19, 1984, for a cogeneration facility located at Downey Road at 50th Street in the
City of Vernon, as amended by Amendment Number One, Amendment Number Two, and
Amendment Number Three (collectively as amended, the "Agreement").
B. The California legislature has enacted legislation (AB 1890) that significantly
restructures the electric utility market and electric utility operations in California, and which
includes the establishment of two new institutions to accomplish the transition to the
restructured industry: the Power Exchange (PX) inaugurating a competitive spot market for
electricity and the Independent Systems Operator (ISO), which assumes operational control
of the transmission grid.
C. SCPI is entering into a series of transactions (the "Transactions") whereby
SCPI will sell its interest in that certain Parallel Generation Agreement between Sunlaw
and SCE dated July 12, 1982, as amended (the "PGA"), to Citizens Power, and Citizens
Power has agreed to purchase such interest, which Transactions shall be effective as of
the closing ("Closing") date of the Transactions (the "Closing Date"). The Transactions
are being financed pursuant to the Note Purchase Agreement.
D. SCPI and Vernon have agreed to further amend the Agreement, pursuant to
Amendments Number Four, ("Amendments") wherein SCPI has agreed to make a
Termination Payment and an Option Payment as of the Closing Date.
E. It is a condition to such payments that Vernon release and discharge the
Released Parties and the Other Released Parties from certain Claims as defined herein.
F. Vernon has carefully examined the effects on Vernon's rights, if any, related
to this Release.
G. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement or the Amendments, as the case may be.
EXHIBIT A
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Vernon, on its own behalf and on behalf of any and all
predecessors and successors in interest to the Agreement and the Amendments, hereby
agrees as follows:
1. VERNON HEREBY RELEASES AND FOREVER DISCHARGES the Released
Parties and the Other Released Parties (as defined below) from any and all claims,
complaints, causes of action, judgments, liabilities, obligations, damages, debts, demands
or suits, at law or in equity, in any forum, including reasonable attorneys' fees or charges
of whatever kind, known or unknown, suspected or unsuspected, anticipated or
unanticipated, which Vernon ever had, now has or hereafter can, shall or may have
(including, but not limited to, claims arising out of fraudulent conveyance, tortious
interference or other tort theories), arising out of, or in any way connected with, the
Agreement, the Transaction, and/or the Amendments (collectively, the "Claims").
2. For purposes of this Release, "Other Released Parties" means any and all
present, former and future stockholders, partners, members, affiliates, subsidiaries,
directors, managers, officers, trustees, representatives, employees, attorneys, advisors,
agents, predecessors, legal representatives, successors and assigns of each of the
Released Parties.
3. It is the intention of Vernon that this Release shall be effective as a bar to
each and all Claims, and in furtherance of this intention, and after careful analysis of the
effects of the Transaction on the Agreement and the Amendments, Vernon hereby
expressly waives any and all rights and benefits conferred upon it by the provisions of
Section 1542 of the California Civil Code as to the Claims. Section 1542 reads as
follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
In making this voluntary, express waiver of the benefits and protections of Section
1542 of the California Civil Code as to the Claims, Vernon acknowledges that it is aware
that claims or facts may be discovered hereafter in addition to, or different from, those
which are now known or believed to exist with respect to the matters which are the
subject of this Release and that it is Vernon's express intention hereby fully and forever to
settle and release each and all Claims, despite the discovery or existence of any additional
claims or facts.
4. This Release shall be effective as of the Closing Date, upon the City's
receipt of the Termination Payment and the Option Payment.
5. This Release is binding on the officers, directors, trustees, beneficiaries,
employees, agents, subsidiaries, parents, affiliates, successors and assigns of Vernon..
Vernon hereby represents and warrants that: (i) none of its parents, subsidiaries or
affiliates has any rights under the Agreement, the Amendments or other agreements
between SCPI and Vernon, and (ii) it has not assigned or otherwise transferred any of its
2
financial interest in the Agreement or the Amendments to any other party, including,
without limitation, any parent, subsidiary or affiliate as of the date hereof.
6. This Release shall be governed by and construed in accordance with the
laws of the State of California, without reference to its principles of conflicts of laws. The
parties agree that Los Angeles, California is a convenient forum, and shall be the sole
venue, for the resolution of any disputes between the parties. The parties hereby waive
any rights to a trial by jury.
IN WITNESS WHEREOF, the undersigned have caused this Release to be duly
executed by their duly authorized representative on and as of the date first above written.
DATED: le X2�998 CITY OF VERNON
By: ,
Name: LEONIS C. MAL URG
Title: Mayor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
t
DAVID B. BREARLEY, City Attor ey
3
OFFICE OF THE CITY CLERK
INTER -OFFICE MEMORANDUM
Date: January 13, 1999
To: Ken DeDario, Director of Utilities
Jorge Somoano, Assistant Director of Resource
Management
FROM: Gloria J. Oros 701C
hief Deputy City Clerk
RE: Amendment No. Four 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 and for a Cogeneration
Facility Located at the Southwest Corner of Vernon and
Alcoa Avenues
Transmitted herewith is a fully executed copy of the above
referenced Agreements for your files which was approved by City
Council through Resolution Nos. 7243 and 7244 on December 15,
1999.
GJO:rcw
c: Sharon Johnson
DEC-15-1998 TUE 12:58 PM CITY OF VERNON FAX NO. 3235817924 P. 01
MEMORANDUM
TO: Gloria Orosco, Chief Deputy City Cler-�c_
FROM: David B. Brearley, City Attor y �f
DATE: December 8, 1998 ,(
SUBJECT: Amendment Number Four to the Transmission Service
Agreement with Sunlaw Cogeneration Partners I
Attached please find for the City Council's consideration
today Amendment Number Four to the Transmission service Agreement
with Sunlaw for each of their cogeneration facilities.
Please forward said Agreements to the following person for
execution:
Susan E. Spar, Esq.
Sunlaw Cogeneration Partners 1.
P. O. Box 58324
Vernon, CA 90058
If you have any questions concerning this matter, please
call me.
DBB:j1
Enclosures
December 3, 1998
TO: Bruce V. Malkenhorst, City Administrator
FROM: Kenneth J. DeDario, Director of Utilities
SUBJECT: Amendment No. 4 to Sunlaw Transmission Service Agreement
Please place the following on the City Council agenda:
Consideration of Amendment Number Four to the Transmission Service Agreement
Between Sunlaw Cogeneration Partners I and the City of Vernon for a cogeneration
facility located at Downey Road at 501' Street.
If you have any questions or comments, please contact me. Thank you for your consideration.
KJD:dm