Resolution No. 7582r . I
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RESOLUTION NO. 7582
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE FILING OF AN
APPLICATION AND RELATED DOCUMENTS WITH THE
CALIFORNIA INDEPENDENT SYSTEMS OPERATOR TO BECOME A
PARTICIPATING TRANSMISSION OWNER AND AUTHORIZING
THE CITY TO DO ALL OTHER ACTIONS DEEMED NECESSARY
OR ADVISABLE CONCERNING THE APPLICATION PROCESS
WHEREAS, on June 30, 2000, the City of Vernon provided the
Independent Systems Operator ("ISO") with a notice of intent to become
a Participating Transmission Owner ("PTO"), which action was ratified
by the City Council on July 11, 2000; and
WHEREAS, pursuant to Amendment No. 27 to the ISO's Operating
Agreement and Tariff, the City of Vernon is required to submit an
application for PTO status which will include a substantial amount of
information relating to Vernon's participation in various transmission
projects; and
WHEREAS, the Utilities Department has recommended the filing
of an application with the ISO to become a PTO on January 1, 2001, and
is requesting authorization to submit the necessary information that is
required in the application for PTO status.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves and authorizes the filing of an application with the ISO to
become a PTO effective on January 1, 2001.
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SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Administrator to execute any documents necessary to
implement and carry out the purposes of said application.
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 26th day of July, 2000.
ATTEST-
TRUCE V. MALKENHORST, City Clerk
• 'r
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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.
7582, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
July 26, 2000, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 3 -
SUPPORTING
DOCUMENTS
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
Wm. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. hUCHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX: (213) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (213) 5P-3--888111
C1G141-A
August 1, 2000 2
i
Ms. Debi Le Vine
California ISO
151 Blue Ravine Road
Folsom, CA 95630
916-351-2144
DAVID B. BREARLEY
City Attorney
FAX: (818) 330-5818
KEVIN WILSON
Director of Community Services & Water
FAX: (213) 588-2761
KENNETH J. DeDARIO
Director of Light & Power
FAX: (213) 583-1983
DAVE TELFORD
Fire Chief
FAX: (213) 581-1385
LOUIS ROSENKRANTZ
Police Chief
FAX (213) 581-1178
Dear Ms. Le Vine:
Attached is Vernon's application to become a Participating Transmission Owner (PTO).
As required, we are forwarding concurrently a copy of this application to the existing
PTOs and more specifically to those identified below.
Ms. Judi Mosley
Pacific Gas & Electric Co.
Manager of Electric Transmission Services
77 Beale Street - Mail Code B13J
San Francisco, CA 94105
415-973-4408
Ms. Anna Valdberg
Southern California Edison Co.
Law Department
2244 Walnut Grove
Rosemead, CA 91770
626-302-1058
Mr. Don Garber
San Diego Gas & Electric Co.
Sempra Energy
101 Ash Street
San Diego, CA 92101
619-696-4539
U.
August 1, 2000
Ms. Debi Le Vine
Page - 2
We look forward to meeting with you to discuss the various agreements associated with Vernon
becoming a PTO effective January 1, 2000. Your assistance on this matter is greatly
appreciated.
Sincerely,
/AIrge C. Somoano
ssistant Director of Resource Management
JCS:dm
Attachment
cc:
Don Garber — San Diego Gas & Electric Co.
Judi Mosley Pacific Gas & Electric Co.
Anna Valdberg — Southern California Edison Co.
Ken DeDario — City of Vernon w/o Attachment
CITY OF VERNON
APPLICATION FOR
BECOMING A
PARTICIPATING TRANSMISSION OWNER
August 1, 2000
F
J
TABLE OF CONTENTS
Page No.
DESCRIPTION OF TRANSMISSION LINES AND FACILITIES.............................................................3
CALIFORNIA-OREGON TRANSMISSION PROJECT(COTP)...........................................................3
MEAD-ADELANTO PROJECT (MAP)................................................................................................4
MEAD -PHOENIX PROJECT(MPP)....................................................................................................4
TRANSMISSION ENTITLEMENTS........................................................................................................6
APPENDIXA......................................................................................................................................6
ENCUMBRANCES.......... ...........:.......................................:................................................................... 8
APPENDIXB......................................................................................................................................8
TRANSMISSION LINES AND FACILITIES TO BE PLACED UNDER ISO'S OPERATIONAL
CONTROL....................................................................................................................... 9
RELIABILITY CRITERIA......................................................................................................................10
MAINTENANCEPRACTICE.:..............................................................................................................11
TEMPORARYWAIVERS.....................................................................................................................12
PROPOSED TRANSMISSION OWNER (TO) TARIFF.........................................................................13
TRRDATA REQUEST.........................................................................................................................14
ADDRESSAND CONTACT NAMES....................................................................................................15
ADDITIONALINFORMATION.............................................................................................................16
SETTLEMENTACCOUNT...................................................................................................................17
MWhDEMAND....................................................................................................................................18
INSTRUCTIONS FOR ENCUMBRANCES AND ENTITLEMENTS......................................................19
2
DESCRIPTION OF TRANSMISSION LINES AND FACILITIES
I. A description of the transmission lines and associated facilities that the applicant intends to
place under the ISO's Operational Control and a one -line diagram of the facilities.
1. CALIFORNIA-OREGON TRANSMISSION PROJECT (COTP)
1.1 General
The California -Oregon Transmission Project is an alternating current transmission
Line with an existing rating of 1,600 MW North -to -South and 1225 MW South -to -
North. The Project consists of approximately three hundred forty (340) miles of 500-
kV transmission. line extending from Southern Oregon to central California,
developed in three segments, plus substations and other facilities. The Project is
interconnected with, and operated in parallel with, the Pacific Intertie facilities.
1.2 Transmission Line Segments
1.2.1 The Northern Segment. Approximately one hundred forty-eight and one-half
(148.5) miles of single circuit configuration extending from the Captain Jack
Substation in Southern Oregon to Olinda Substation in northern California.
1.2.2 The CVP Upgrade Segment. Approximately one hundred ninety (190) miles
of single circuit configuration extending from the Olinda Substation to the
Tracy Substation.
1.2.3 The Tesla By -Pass Segment. Approximately seven (7) miles of double
circuit line extending from the Tracy Substation to a location where it
intercepts the Pacific AC Intertie on PG&E's 500-kV transmission line exiting
south from Tesla Substation to Los Banos Substation.
1.3 Substations
The Project substation facilities consist of the Olinda Substation, the Maxwell
Compensation Station and the Tracy Substation.
1.4 Other Facilities
Other Project facilities include Communication Facilities and metering necessary for
the Project's operation. The Communication Facilities include two (2) separate
primary microwave paths for protective relaying and communication circuits.
1.5 Entitlement
The City of Vernon is entitled to 7.5497 percent of the Project transfer capability.
Current entitlements are as follows:
North to South 121 MW
South to North 92 MW
3
(Note: This entitlement is currently provided to PG&E in exchange for transmission
service from PG&E between NOB and Midway.)
2. MEAD-ADELANTO PROJECT (MAP)
2.1 Transmission Line
The Mead-Adelanto Project (MAP) is an alternating current transmission line with an
accepted rating of 1,200 MW. The MAP is a 202-mile, 500 kV alternating current
transmission line constructed from Marketplace Switching Station in Southern
Nevada to the 500 kV Adelanto Switching Station in Southern California with series
capacitor line compensation of 45 percent at Marketplace. It is utilized to deliver
electrical energy between Southern Nevada and Southern California.
2.2 Marketplace Substation
Marketplace Substation is the common terminal for the Mead -Phoenix and Mead-
Adelanto Projects (jointly owned by the Mead-Adelanto Project and Mead -Phoenix
Project owners) and includes the Marketplace -McCullough tie line as common
facilities.
Marketplace consists of a 500 kV switchyard configured as a. four -breaker, four -
position ring bus with series capacitors, and shunt compensation for the
Marketplace-Adelanto transmission line.
2.3 Static Var Compensators
The MAP facilities include two Static Var Compensators (SVC) approximately 388
megavar each (one located at Marketplace and the other at Adelanto for network
stability synchronization).
2.4 Marketplace -McCullough Tie Line
The Marketplace McCullough Tie Lien is approximately a one (1) mile transmission
line between Marketplace and McCullough. A 500 kV position is installed at the
McCullough switching station for terminating the Marketplace -McCullough tie line.
2.5 Telecommunications
The MAP includes two communication paths between Marketplace, Adelanto,
McCullough, and Mead for line protection, telemetry and voice channel.
2.6 Entitlement
The City of Vernon is entitled to 6.25 percent, or currently 75 MW, of the Project
transfer capacity in either direction.
3. MEAD -PHOENIX PROJECT (MPP)
3.1 Transmission Line
4
The Mead -Phoenix (MPP) is an alternating current transmission line with an
accepted rating of 1,300 MW. The MPP is a 256-mile, 500 W alternating current
transmission line constructed from the Perkins Switchyard near Sun City, Arizona to
Marketplace Switching Station in Southern Nevada. The Project is utilized to
transmit electrical energy between Central Arizona and Southern Nevada.
3.2 Transmission capacity in the Mead -Phoenix Project varies between the facilities and
there are three components.
3.2.1 Component A: Westwing-Mead
Includes the Perkins to Mead 500 kV transmission line, Perkins Switchyard,
Westwing Interconnection, Westwing Tie Line, Communications System
from Westwing to Mead, Perkins line compensation at Mead and undivided
one-third interest in the Mead 500 kV Common Facilities. Mead 500 kV
Common Facilities are all common facilities and equipment (excluding any
interconnection facilities) at the Mead 500 kV substation, including, but not
limited to: communication equipment, protective systems, control house
space, relaying equipment, control cabling, buswork, bus structures, fencing
and metering equipment. Perkins Switchyard contains series capacitor
bank, shunt reactors, circuit breakers and phase shifting transformers.
3.2.2 Component B: Mead Substation
Includes the Mead 500/230 kV transformer, 230 kV interconnection and
undivided one-third interest in the Mead 500 kV Common Facilities (as
defined in section 3.2.1 above).
3.2.3 Component C: Mead -Marketplace
Includes the Mead to Marketplace 500 kV transmission line, undivided one-
third interest in the Mead 500 kV Common Facilities (as defined in section
3.2.1 above), Communications Systems Mead to Marketplace, Mead line
termination at Marketplace. It also includes 50 percent ownership of the
Marketplace Common Facilities, Marketplace SVC, Marketplace to
McCullough Tie Line, McCullough Interconnection, Adelanto SVC and the
Adelanto SVC termination.
3.3 Entitlement
The City of Vernon has the following transmission capability entitlements in either
direction.
3.3.1 Westwing-Mead (Component A): 2.1538 percent, or currently 28 MW
3.3.2 Mead Substation (Component B): 3.7934 percent, or currently 47 MW
between the 500 kV and 230 kV bus.
3.3.3 Mead -Marketplace (Component C): 4.0497 percent, or currently 75 MW.
See Attachment I for diagram of facilities
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TRANSMISSION LINES AND FACILITIES TO BE PLACED UNDER ISO'S
OPERATIONAL CONTROL
IV A statement that the applicant intends to place under the ISO's Operational
Control all of the transmission lines and associated facilities that it owns or,
subject to the treatment of Existing Contracts under Sections 2.4.3 and 2.4.4 of the
ISO Tariff, to which it has Entitlements and if such transmission lines and
associated facilities do not include all of the lines and associated facilities owned
by the Applicant or to which it has Entitlements, the Applicant's reason for
believing that certain lines and facilities do not form part of the Applicant's
transmission network.
Vernon intends to place under the ISO's Operational Control all of the
transmission lines and facilities that it owns and its Entitlements identified in
sections I & 11 of this application as provided for in the TCA.
Vernon's transmission services from Edison between Laguna Bell 230 kV and
Vernon City limits will not be transferred to the ISO. These facilities serve the
import and distribution function of Vernon. These facilities meet the FERC's 7-
point test for local distribution facilities.
9
RELIABILITY CRITERIA
V A statement of any Local Reliability Criteria to be included as part of the
Applicable Reliability Criteria.
Vernon does not have any specific Local Reliability Criteria that are applied to the
facilities idntified in sections I & II. It is our understanding that the operating agent of our
facilities meet the WSCC standards.
10
MAINTENANCE PRACTICE
VI A description of the applicant's current maintenance practice.
The COTP, MAP and MPP are participation projects owned by a number of entities. A
designated project manager performs operation and maintenance work. The Operation
and Maintenance Agreement for each project provides for and details the work and
responsibilities of the operating manager. Under these Agreements, the operation
managers are obligated to conduct operating and maintenance work according to
Prudent Utility Practice, the respective agreements and applicable guidelines.
TEMPORARY WAIVERS
VII A list of any temporary waivers that the Applicant wishes the ISO to grant because
the Applicant does not meet the Applicable Reliability Criteria and the period for
which it requires them.
Not applicable.
12
PROPOSED TRANSMISSION OWNER (TO) TARIFF
All A copy of the Applicant's proposed Transmission Owner (TO) Tariff, if any.
Not applicable. The ISO tariff applies.
13
TRR DATA REQUEST
IX A completed TRR Data Request form outlining the costs for the transmission lines
and associated facilities Applicant is proposing to turn over to the ISO (additional
information is provided in Attachment c), or notice that the Applicant will file at
FERC.
Vernon will file a non jurisdictional filing at FERC.
14
X ADDRESS AND CONTACT NAMES
Address and contact names to which notices may be sent.
Kenneth J. DeDario
Jorge C. Somoano
Director of Utilities
Assistant Director of Resource Management
City of Vernon
City of Vernon
Utilities Department
Utilities Department
4305 Santa Fe Avenue
4305 Santa Fe Avenue
Vernon, California 90058
Vernon, California 90058
Telephone: (323) 583-8811
Telephone: (323) 583-8811
Extension: 211
Extension: 248
Fax: (323) 583-1983
Fax: (323) 583-1983
15
ADDITIONAL INFORMATION
XI Any other information that the ISO may reasonably require in order to evaluate the
Applicant's ability to comply with its obligation as a Participating TO.
None.
16
SETTLEMENT ACCOUNT
XII. Details of the Applicant's Settlement Account.
Same as current Settlement Account that Vernon has as a Scheduling Coordinator.
17
MWh DEMAND
XIII MWh demand per month for the test period (1 year).
MWh Demand Per Month
Calendar Year 1999
(as measured at the Laguna Bell 230
kV bus)
MONTH
MWh
January
99,945
February
92,640
March
104,562
April
97,452
May
103,186
June
104,088
July
105,056
August
106,305
September
101,144
October
103,303
November
97,245
December
95,742
Total
1,210,668
N
INSTRUCTIONS FOR ENCUMBRANCES AND ENTITLEMENTS
XIV Instructions on how to implement Encumbrances and Entitlements.
1. Encumbrances Not Applicable.
2. Entitlements for the transmission services from Edison and PG&E -Not Applicable.
3. Instructions for MAP, MPP and LADWP transmission service will need to be worked -
out with the ISO and the operating agent.
iKe
Attachment (I)
ATTACHMENT TO ITEM (I)
ONE -LINE DIGRAM OF TRANSMISSION LINES
AND FACILITIES
LAW OFFICES
GOLDBERG, FIELDMAN & LETHAM, P. C.
1100 FIFTEENTH STREET, N. W.
WAS HINGTON, D.C. 2000S
TELEPHONE (202) 463-8300
FACSIMILE (202) 463-8309
July 8, 1998
BYHANDDELIVERY
Linda Lee, Esq.
Federal Energy Regulatory Commission
Room 92-69
888 First Street, N.E.
Washington, D.C. 20426
Re: Southern California Edison Company
Docket No. ER97-2355
Dear Ms. Lee:
Enclosed in response to Staff/CC-11 is a set of color
coded maps. A complete set is being provided also to Edison.
Black and white versions of the maps are being sent to the other
restricted service list representatives.
Vel truly yours,
Fieldman
AF\jat
copies: restricted service list
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CELILO JOHN DAY
MARION
ALVEY OREGON
MERIDIAN
CAPTAIN
JACK
MALIN
OLIND ROUND MTN .
TABLE MTN
NEVADA
VACA
DIXON
TRACY
TESLA
METCAL
LOS BANOS
MOSS
LANDING
GATES
MORRO BAY
MIDWAY
DIABLO
CANYON
CALIFORNIA
/�VINCENT
Edison (own have SYLMAR
scheduling right) LUGO
COTP
Owned by others
PACIFIC NORTHWEST -PACIFIC SOUTHWEST INTERTIE
4
Page 4
CAPTAIN JACK SUBSTATION
S47 wvAR CONTINUOUS (PACIFIC NORTHWEST)
25 OHMS
4100 Amp/30 Min. 5OOkV.
(SEE NOTE 8)--T------___r--
TO MERIDIAN L�r IYTI
-------OP—TO GRIZZLY
1
-----------a ------
4 L{}J L{}j (SEE NOTE 5) 4' i Y
6 Moos TO MALIN
OREGON `"""""""
CALIFORNIA
142 MR"
Conductor:
3 — 1949.6 KCMIL 42/7 OLINDA
TO
LAPWSR/TWO ING ACTO C-070N-
PER PHASE SUBSTATION KESVACK WOOD
CALIFORNIA— OREGON
TRANSMISSION PROJECT
SINGLE LINE DIAGRAM
COTTONWOOD SUBSTATION
500/230 kV
230 kV BUS TIE BREAKERS
547 MVAR CONTINUOUS
850 MVA CONTINUOUS
,
25 OHMS
1100 MVA EMERGENCY
(30 MIN)
i
i 23OkV
230kV 1--C1'-1 230kV
4100Amp/ 30 Min.
3-1 PHASE
__r_1_
190 WAR
SOOkV 1-10 SPARE
;
•j
(SEE NOTE 6)
j
p r 1Ea1F7IN
9 OHMS
.J
iIIfx2
f_I
(SEE NOTE S)
1
�
,
200 WAR
,
9 OHMS
_«
(SEE NOTE 7)
TO
ELVERTA
609 MVAR eontUwous
190 IIVAR 25 OHMS
4300 Amp/ 30 Min.
84 MILES
Conductor. —
3-1565 KCML
BITTERN ACSR/TVA
PER PHASE MAXWELL-
STATION
658 WAR CONTINUOUS
27 OHMS
4300 Amp/ 30 Min.
TRACY SUBSTATION
100 MVAR
NO MVAR CONTINUOUS
23 OHMS
43W Amp/ 30 Min.
106 MILES
5OOkV
Conductor.
3 — 1565 KCMIL
BITTERN ASCR/TWD
PER PHASE
loez
�0 "v
vD (NOTE 5)
1
1 1 1
=L11311 S
1
Ey
1 1
NLLr1 �
1
500 kV
/230
t� i
hl
ti rt
850 WA CONTINUOUS
1 1
1 1
1 1 1 1
1100 WA EMERGENCY
3-1 PHASE
1 — 18 SPARE)
r rA(30
MIN
.(SEE NOTE 6)
TESLA SUBSTATION
NOTES:.
TO VACA— TO
DIXON TABU MT.
1.
DASHED LINES INDICATE FACILITIES THAT ARE NOT A PART
23OkV 500kV 1
OF THIS PROJECT. SOLID LINES ARE PROJECT FACILITIES.
1 — —r--Y —1'Yl—*—T---
j 1
,
1 + " I t
---� '
2
THIS DIAGRAM DOES NOT ATTEMPT TO DELINEATE FINAL
OWNERSHIP OF FACILITIES.-
ry
L�� y
�
3.
TOTAL OHMS OF SERIES CAPACITORS FOR PROJECT
1
i r--Y F, Le f�
WILL EQUAL 125.
Y rN I Y i 1rN i
I ` , 1 1 1 1 1 1
4.
ALL VALUES CALCULATED ON 500 kV BASE.
5.
PROPOSED METERING LOCATIONS.
1
T0� ,
6.
METCALF �-
ACTUAL NAMEPLATE RATINGS ARE NOT SHOWN AND WILL BE ESTABLISHED BASED ON 1 ��
TRANSFORMER DESIGNS AND PARTICIPANT CONTRACTUAL REQUIREMENTS.
i 1
,
7.
SPACE PROVIDED FOR ADDITIONAL 200.MVAR SHUNT
1
CAPACITANCE IF REQUIRED.
1■
&
A PORTION OF THESE FACILITIES WILL BE
TO
-FUNDED BY PROJECT PARTICIPANTS.
LOS BANOS
150 WAR EACH
(SEE NOTE 7)
(SEE NOTE 5)
7.4 MINES
DOUBLE CIRCUIT
Conductor.
2-23W KCMIL AAC
PER PHASE
Southern Terminal Point A
Southern Terminal Point B
e
}
b
Attachment (II)
ATTACHMENT TO ITEM (II)
COPIES OF TRANSMISSION ENTITLEMENT AGREMENTS
r
TRANSMISSION SERVICE.FXcuANGE AGREEMENT
BETWEEN
PACIFIC GAS AND ELECMIC COMPANY
AND
TM CrrY OF VERMN
1 '
TRA-NSMISSION SERVICE EXCHANGE AGREEMENT
BET N EEN
PACIFIC GAS AND ELECTRIC COMPANY
AND
Zm CITY OF VERNON
TABLE OF CONTENTS
1 PARTIES . . . . . . . . . . . . . . 1
2 RECITALS . . . . . . . . . . . . . . . . .
. . 1
3 AGREEMENT
. . . . . . . . . . . . . . . . .
3
4 DEFINITIONS . . . . . . . . . . . . . . . .
. . 3
4.1
Agreement . . . . . . . . . . . . . .
. . 3
4.2
BPA . . . . . . . . . . . . . . . . . .
. . 3
4.3
Celilo . . . . . . . . . . . . .
. . 3
4.4
COA . . . . . . . . . . . . . . . .
. . 3
4.5
COB . . . . . . . . . . . . . . .
. . 3.
4.6
Commercially.Operable . . . . . • • •
• • 4
4.7
Complaint . . . . ... . . . .
. . 4
4.8
COTP - IA . . . . . . . . . . . . . . . .
. 4
4.9
COTP . . . . . . . . . . . . . . .
. . 4
4.10
CPUC . . . . . . . . . . . . .
. . 4
4.11
DC Expansion Project . . . . . • . .
- • 4
4.12
DC Line . . . . . . .
4
4.13
Edison . . . . . . . . . . .
. . 4
_5
4.14
FERC .. . . . . . . . . . . . . .
. .
4.15
LADWP . . . . . . . . . . . . . . . .
. . 5
4.16
LTPA . . . . . . . . . . . . . .
. .. 5
4.17
MOU . . . . . . . . . . . . . .
. . 5
4.18
NOB . . . . . . . . . . . . . .
5
4.19
PIA . . . . . ... . . . . . . .
. . 5
4.20
Prudent Utility Practice . • • .
. .5
4.21
Reduce Transmission Capability . . . .
• • 6
4.22
SDG&E . .. . ... . . . . . . . .
.
6
4.23
Sylmar. . . . . . . . . . . . . . . .
6
4.24
Third .Party . . . . . . . • . • . • • •
• 6
5 TERM
AND TERMINATION . . . . . . . • • •
7
5.1
Effective-Dat-e - . . . . . . . . .
. . 7
5.1.1 Agreement . . . . . . •
• • 7
5.1.2 Exchanges and Services . . . .
7
5.2
Termination Dates . . . . . . • . . • . .
5.2.1 Termination - Failure to Obtain
8
Edison Transmission Service
8
5.2.2 Termination by PG&E in 2007 -
Failure to Retain DC Line Rights
9
5.2.3 Termination - Retirement of
Facilities . . . . .
9
5.2.3.1 If COTP Retired . . . .
10
5.2.3.2 If DC Line Retired . .
10
5.2.4 Termination by City in 2007 . .
10
5.2.5 Termination by City - Alternative
Project . . . . . . . . . . . .
12
6 OBLIGATIONS UPON TERMINATION . . . . . . . . . .
13
13
6.1
If Terminated in 1992 . . . . . .
2007
6.2
If Terminated by DC Retirement or in
13
6.3
by PG&E -•
•
If Terminated in 2007 by City . • • ' . .
13
6.4
Unilateral Filings . . . • . . • • '
14
7 EXCHANGE AND USE OF TRANSMISSION SERVICES . . .
15
15
7.1
COTP Transmission Service for PG&E . . .
16
7.2
DC Line Transmission Service for City
7.3
Phasing In of Transmission Service
7.4
Exchanges ' ' ' . . '
Acquisition of•Third.Party
17
•Transmission
Services
7.4.1 Scheduling by Third Parties -
18
18
7.5
7.6
Limited Exchange of Rights . . . • . . -
Changes to Transmission Service Exchanges
18
19
7.7
Partial Ownership Purchase of COTP by CDWR
199
7.8
Southwest Transmission Access . . . . . . .
8 RELEASE AND DISMISSAL OF CLAIMS . . . . . . . 20
8.1 Release . . . . . . 20
8.2 Limit of Release . - .. . . . . 21
8.3 Restoration of Rights . . . . . . . . 21
9 REGULATORY AUTHORITY . . • • . . . . . • . . 22
10 GENERAL PROVISIONS . . . . . . . . .
. . 23
23
10.1
Amendment of Agreement . . . . . • .
. . -
23
10.2
Assignment . . . . . . . . . . . .
. . .
24
10.3
Captions . . . . . . . . . . . . . .
. . .
24
10.4'
Change in Rate Schedule . . . . . . .
. . .
25
10.5
Continuity of Electric Service
-
28
10.6
Construction of Agreement . . • .
.. .
29
10.7
Governing Law . . . . . . . . . . .
. . .
ii
a
29
10.8
Indemnity . . . . . . . . • . • • . .
29
10.8.1 Meanings
29
10.8.1.1 Accident . • • • • . • •
30
10.8.1.2 Indemnitee . . . . . . .
10.8.1.3 Indemnitor . . . .
30
10.8.1.4 Retail Service Area -
30
10.8.2 Claims and Actions . . . ' ' . .
30
30
10.8.2.1 Defense . • . . . .
30
10.8.2.2 Hold Harmless . . . . .
10.8.2.3 Exclusion . . . . . . .
30
10.8.2.4 Enforcement
31
10.9
Integration . . . . . • . . . • • . • • •
31
31
10.10
Liability for Interruptions . . . . . .
31
10.11
Liability to Third Parties . . . . . . . .
Third Parties
32
10.11.1 Rights of
32
10.11.2 Between Parties • . . . . . . .
32
10.11.3 Responsibility . . . . . . . . . .
10.12
No Dedication ofFacilities or Agreement t0
33
Serve Others . . . . • • ' ' ' ' ' . .
33
10.13
. •
No Precedent . . • • • • ' ' ' . . ' _
33
10.14
Notices
33
10.14.1 Formal Notices . .
10.14.2 Changes of Notice Recipients .
34
10.1.5
Relationship to Other Contracts . . • . . .
34
.34
10.16
Relationship of Parties . . . ' ... .
35
10.17
Severability . ' ' ' ' . . . . .
35
10.18
Uncontrollable�Forces . • • ' ' ' . . .
36
10.19
Waiver of Rights . . . • . • . • ' ' . . '
37
10.20
Signature Clause . . . • • • • • ' ' ' . '
iii
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TRANSNIISSION SERVICE EXCHANGE AGREEMENT
BETWEEN
PACIFIC GAS AND ELECTRIC COMPANY
AND
THE CITY OF VERNON
1 PARTIES
THIS AGREEMENT is made as of this 3rd day of September
1992, by and between PACIFIC GAS AND ELECTRIC COMPANY, herein-
after referred to as "PG&E", and the CITY OF VERNON, California,
hereinafter referred to as "City". PG&E and City are hereinafter
referred to individually as "Party" and collectively as
"Parties".
WITNESSETH:
2 RECITALS
WHEREAS:
2.1. PG&E, a corporation organized under California law,
is engaged, among other things, in the business of generating,
transmitting, and distributing electric capacity and energy in
northern and central California and elsewhere;
2.2 City, a municipal corporation organized under
California law, is engaged in, among other things, the purchase,
generation, distribution and .sale of electric capacity and energy
in its service area in Los Angeles County, California and located
l within the electrical control area operated by Southern,
2 California Edison Company (Edison);
3 2.3 City and PG&E have agreed to a basis for settlement
4 of Federal Energy Regulatory Commission Docket No. EL92-2-000,
5 pursuant to which this Agreement is entered into in order to
6 carry out that settlement;
7 2.4 City has an ownership entitlement in the California-
8 Oregon Transmission Project, and such entitlement is a necessary
9 requirement for this Agreement;
10 2.5 PG&E has an entitlement in the DC Line pursuant to
11 the California Companies Pacific Intertie Agreement between PG&E,
12 Edison and San Diego Gas & Electric Company dated August 25, 1966
13 and the Edison -PG&E Transmission Agreement between Edison and
14 PG&E dated July 27, 1990 which provides for, among other things,
15 PG&E's participation in the DC Expansion Project, and such
16 entitlement is a necessary requirement for this Agreement;
17 2.6 Each.Party represents and warrants that its
18 undersigned representative has been duly authorized to enter into
19 this Agreement; and
20 2.7 City intends as appropriate either to dismiss its
21 claims in said Docket No. EL92-2-000 with prejudice upon full
22 implementation of this Agreement, or along with PG&E to make a
23 joint offer of settlement to the Federal Energy Regulatory
24 Commission embodying the terms of this Agreement, and to withdraw
25 its protest and intervention in the FERC's Docket No. ER91-505-
*26 000; the Parties intend that FERC's acceptance of this Agreement
27 (as specified in Section 5.1.2.2) and its acceptance of City's.
28 withdrawal of the Complaint and City's pleadings in Docket No.
I ER91-505-000 shall occur simultaneously and that each shall be
2 considered a condition precedent for the other.
3
4 3 AGREEMENT
5 NOW, THEREFORE, in consideration of the covenants and
6 conditions herein set forth, the Parties agree as follows:
7
8 4 DEFINITIONS
9 The following terms when used in this Agreement, with
10 initial capitalization, whether in the singular or plural, shall
11 have the following meanings:
12 4.1 Agreement
13 This agreement between PG&E and.City.
14 4.2 BPA
15 The Bonneville Power Administration or its
16 successor.
17 4.3 Celilo
18 The.northern terminus of DC Line located at BPA's
19 Celilo Substation.
20 4.4 COA
21 The agreement to be negotiated between the COTP
22 partic-ipants and the parties to the PIA, or equivalent agreement
23 or FERC rate schedule, which provides for the coordinated
24 operation of COTP and a portion of the 500 kV AC Pacific
25 Northwest -Pacific Southwest Intertie.
26 4.5 SOB_
27 The border between the states of California and
28 Oregon.
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4.6 Commercially Operable
The date established as the time when COTP is
available for commercial use in accordance with Prudent Utility
Practice.
4.7 Complaint
The complaint proceeding filed by City with FERC
designated as FERC Docket No. EL92-2-000.
4.8 .COTP-IA
The agreement to be negotiated between the COTP
participants and PG&E, or equivalent agreement, including
possibly the'COA, or FERC rate schedule, (e.4. CIRS, FERC Docket.
No. ER92-595-000) which provides for the interconnection of COTP
with PG&E's electric system.
4.9 COTP
The California -Oregon Transmission Project, a 500 kV
alternating current transmission facility.
4.10 CPUC_
The Public Utilities Commission of the State of
California or its regulatory successor.
4.11 DC Expansion Project
The HVDC Sylmar Expansion Project designed and
constructed to increase the non -simultaneous transfer capability
of the DC Line at Celilo.
4.12 DC Line
The t500 kV direct current transmission line and
associated facilities between Celilo and Sylmar.
4.13 Edison
Southern California Edison Company or its successor.
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4.14 FERC
The Federal Energy Regulatory Commission or its
regulatory successor.
4.15 LADWP
The City of Los Angeles, Department of Water and
Power or its successor.
4.16 LTPA.
The Long Term Participation Agreement among the
participants in COTP.
4.17 MOU
The "Memorandum of Understanding," executed as of
the 19th day of December, 1984, among the proposed participants
in COTP, including City and PG&E.
4.18 NOB
The point at which -DC Line crosses the border
between the states of Nevada and Oregon.
4.19 PIA
The California Companies Pacific Intertie Agreement
dated August 25, .1966, as it may be amended or superseded.
4.20 Prudent Utility Practice
Those standards, practices, and methods that are
currently and commonly used by electric utilities to plan,
engineer, select, operate, schedule, and maintain electric power
facilities and equipment reliably, safely, and efficiently to
serve their customers dependably and economically with due regard
for the conservation of natural resources, protection of the
environment, and the state of the art in the electric power
industry, as applied in the WSCC area. Prudent Utility Practice
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Iincludes, but is not limited to, the use of NERC operating
Guides, WSCC Minimum Operating Reliability Criteria, and all
applicable nomograms, as they may be modified from time to time.
Notwithstanding the foregoing words "applied in the WSCC area,"
the Parties do not intend that there be a presumption that
prudent utility practices are different in the WSCC area from
what they are elsewhere in the United States.
4.21 Reduce Transmission Capability
The result of actions by parties which are parties
or participants or representatives of parties or participants
under the LTPA, PIA, or the LADWP-Edison Pacific Intertie DC
Transmission Facilities Agreement through rulings or formal
determinations, regarding the COTP, PIA, or DC Line or other
agreements affecting the operations thereunder, as appropriate,
consistent with Prudent Utility Practice, which: (1) adversely
and materially affect the rating or transfer capability of either
the COTP or DC Line or (2) substantially diminish the continuous
long-term ability to schedule firm or non -firm resources or
otherwise use either the COTP or DC Line transmission,services
described herein.
4.22 SD &E
San Diego Gas & Electric Company or its successor.
4.23 Sylmar
The southern terminus of DC Line, including the DC
Expansion Project located at the converter stations at Sylmar
owned by LADWP, Edison and others.
4.24 Third Party
A person or entity other than City or PG&E.
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5 TERM AND TERMINATION
5.1 Effective Date
5.1.1 Agreement: This Agreement shall become
effective upon being duly executed by both Parties, except as
provided below in Section 5.1.2..
5.1.2 Exchancres and Services: This Agreement,-
the exchanges of transmission service, and any services which may
be*deemed associated with them, shall only become effective as
soon as practical following the date on which the later of the
following events occur:
5.1.2.1 COTP is declared
Commercially Operable.
5.1.2.2 The date when FERC accepts
this Agreement and permits it to become effective as a rate
schedule; provided, that this Agreement is expressly conditioned
upon acceptance or approval by FERC without change or new
condition, unless -such change or condition is subsequently
accepted by the Parties in writing, and shall be deemed void ab
initio unless so accepted or approved; provided further, that if
FERC enters into a hearing to determine the lawfulness of this
Agreement, no service shall be made or shall be deemed provided
until such -time as FERC has issued an order, no longer subject to
judicial review, which determines that this Agreement is lawful'
and approves it in accordance with the first proviso of this
Section 5.1.2.2.
5.1.2.3 City has filed with FERC,
as provided in Section 9.1, and if appropriate FERC has accepted,
its withdrawals and dismissals.
1 5.2 Termination Dates
2 This Agreement will remain in effect for period of
3 fifty (50) years from its effective date under Section 5.1 unless
4 terminated earlier in accordance with this Section 5.2 or Section
5 10.5.2. Upon expiration of the 50 year term of this Agreement,
6 unless terminated earlier, the Parties shall engage in good faith
7 negotiations for a successor arrangement. If such efforts are
8 unsuccessful, PG&E shall regain its DC line transmission service
9 made available to City pursuant to this Agreement, and shall be
10 under no further obligation to provide any service to City unless
11 otherwise agreed to by the Parties. City shall thereupon regain
12 its transmission service over COTP made available to PG&E and
13 shall be under no further obligation to provide any service to
14 PG&E unless otherwise agreed to by the Parties.
15 5.2.1 Termination Failure to Obtain Edison
.16 Transmission Service: This Agreement is conditioned upon and
17 subject to City negotiating and executing definitive arrangements
18 with Edison for transmission service associated with City's use
.19 of DC Line transmission service for delivery of electric power to
20 and from Sylmar and Midway substations and City's point of
21 interconnection with.Edison's. electric system by no later than
22 November 1,-1992, unless otherwise agreed to by the Parties, and
23 Edison obtaining FERC's acceptance thereof as a rate schedule for
24 service to commence no later than January'1, 1993, unless
25 otherwise agreed to by the Parties. If City does not conclude
26 such arrangements or approval by FERC is not obtained by such
27 respective dates, this Agreement shall terminate on the first of
28 those dates not so met and PG&E shall prepare and file a firm bi
I directional transmission service rate schedule pursuant to
2 Section 6.1.
3 5.2.2 Termination b PG&E in 2007 — Failure to
4 Retain DC Line Rights: If on July 31, 2007, and if PG&E has
5 given City written notice by no later than July 31, 2006, PG&E
6 has not retained for the remaining term of this Agreement at
7 least a 659 MW transmission entitlement in DC Line at NOB, PG&E
8 shall have the option to terminate the exchange of transmission
9 services under this Agreement; provided, that PG&E shall have no
10 obligation on account of this Agreement to retain all -or any
11 portion of its DC Line transmission entitlement at that time.
12 Upon. such termination, PG&E shall thereupon regain any remaining
13 DC Line rights associated with its transmission service thereof
14 made available to City, and City shall thereupon regain its
15 transmission service over COTP made available to PG&E.
16 Thereafter neither party shall be under any obligation to provide
17 transmission service to the other Party unless agreed to by the
18 Parties under a separate written agreement, except as provided
19 for herein. If this Agreement is to be terminated pursuant to
20 this Section 5.2.2, the parties will initiate negotiations in
21 accordance with Section 6.2 for a transmission service -agreement
22 for service over PG&E's transmission facilities between COTP and
23 PG&E's Midway Substation interconnection with Edison for use by
24 City in connection with its.entit-lement in COTP.
25 5.2.3 Termination - Retirement of Facilities:
26 If prior to the expiration of the term of this Agreement, either
27 COTP or DC Line are retired, this Agreement shall terminate in
28 accordance with Sections 5.2.3.1 or 5.2.3.2.
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5.2.3.1 If COTP.Retired: In the
event COTP is retired, PG&E shall thereupon regain its DC Line
transmission service made available to City pursuant to this
Agreement, and shall be under no obligation to provide any
transmission service to City unless the Parties otherwise agree.
5.2.3.2 If DC Line Retired: In the
event DC Line is retired, City shall thereupon regain its COTP
transmission service made available to PG&E pursuant to this
Agreement, and the Parties will, pursuant to Section 6.2,
initiate negotiations for a transmission service agreement for
service over PG&E's transmission facilities between COTP and
PG&E's Midway Substation interconnection with Edison for use by
City.in connection with its entitlement in COTP.
5.2.4 Termination by City in 2007: City shall
have the right to terminate this Agreement pursuant to the
provisions of this Section 5.2.4 if PG&E's negotiations with
Edison and other entities for rights and obligations in
connection with such matters as entitlement interest in DC Line
after July`2007 result in an arrangement for the operation of DC
Line as to Reduce Transmission Capability.
5.2.4.1 PG&E shall keep City
reasonably abreast of such negotiations with Edison and other
entities to enable City to take timely steps to protect its
ability to use the DC Line transmission servicee for'the'firm bi-
directional transfer of electric power contemplated by this
Agreement.
5.2.4.2 If City reasonably believes
that a result of such negotiations has been an arrangement that
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so affects the operation of DC Line as to Reduce Transmission
Capability to City of this Agreement, or if City reasonably
believes that the direction of then ongoing negotiations will
likely produce such a result, City, not later than 120 days
following July 1, 2007, or notification by PG&E of the results of
such negotiations with Edison and others for continuing DC Line
rights, whichever is the later to occur, may deliver to PG&E a
notice that City desires to terminate this Agreement. Upon
receipt of such notice, PG&E shall give City notice either that
PG&E concurs with such termination or that PG&E contests such
termination. Thereupon, the Parties shall attempt to resolve any
differences between, them by negotiated arrangement. If the
Parties do not reach such an accord, City shall have the right to
present to the FERC an appropriate pleading seeking enforcement
of City's right to terminate this Agreement on the ground that
the aforesaid PG&E negotiations with Edison and other entities
has resulted, or is reasonably likely to result, in an
arrangement among PG&E, Edison and other entities that so affects.
the operation of DC Line as to Reduce Transmission Capability to
City under the Agreement. PG&E shall have the right to oppose
that City pleading. If the FERC decides not to exercise its
jurisdiction to resolve such controversy, City shall have the
right to submit the controversy for determination by arbitration
(conducted in accordance with the applicable rules of the American
Arbitration Association or any 'equivalent association that is in
existence at the time of the institution of such arbitration
procedure.
5.2.4.3 The arbitration procedure
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specified in Section 5.2.4.2 may be specifically enforced by a
court of competent jurisdiction. Any arbitration determination
pursuant to such procedure may be implemented and enforced by any
regulatory agency or court of competent jurisdiction.
5.2.4.4 If City has given PG&E
notice of its desire to terminate as provided in Section 5.2.4.2
and thereafter, before any resolution of such notice is reached
as provided in that Section, PG&E gives City notice of
termination as provided in Section 5.2.2, the provisions of
Sections 5.2.2 and 6.2 thereafter shall govern the rights of the
parties.
5.2.4.5 All notices provided for in
this Section 5.2.4 shall be in writing and are required to be
delivered within a time which is reasonable in light of then
existing circumstances
5.2.5 Termination by City - Alternative
Proiect: In the event City elects to participate in an -
alternative project that provides City with transmission
capability between the Southern Terminus of COTP and Edison's
system, City may terminate this Agreement by written notice to
PG&E at least five (5) years in advance of such termination. If
this Agreement is terminated by City pursuant to this Section
5.2.5, PG&E shall regain its DC line transmission service and
shall be under 'no further obligation to provide any service to
City.
1 6 OBLIGATIONS UPON TERMINATION
2 6.1 If Terminated in 1992
3 If this Agreement terminates pursuant to Section
4 5.2.1, PG&E thereafter promptly shall file unilaterally with FERC
5 a rate schedule providing firm bidirectional transmission service
6 to City pursuant to Section 6.4 of this Agreement.
7 6.2 If Terminated by DC Retirement or in 2007 by PG&E
8 If this Agreement terminates pursuant to Section
9 5.2.2 or Section 5.2.3.2, the Parties shall commence timely
10 negotiations in good faith of a successor arrangement whereby.
11 City will receive firm bi-directional transmission service over
12 PG&E's transmission facilities between COTP and the Edison's
13 system via.PG&E's Midway Substation interconnection with Edison's
14 electric system. If the Parties are not successful in reaching a
15 successor arrangement, then PG&E promptly shall file unilaterally
16 with FERC a rate schedule providing firm bi-directional
17 transmission service between COTP and the Edison's system via
18 PG&E's Midway Substation for City's use in conjunction. with its
19 ownership entitlement in COTP. The timing of such unilateral
20 filing by PG&E shall be made so that interruption to City's..
21 ability to use its COTP share -would be kept at a minimum.
22 6.3 If Terminated in 2007 by City
23 If this Agreement is terminated pursuant to Section
24 5.2.4 by concurrence of the Parties or.by determination.of the
25 FERC or through arbitration, the Parties shall negotiate in good
26 faith for a successor arrangement. The provisions of Section 6.2
27 as to such negotiations and PG&E's obligation to make a
28 unilateral rate filing with the FERC, shall apply in connection
I with this Section 6.3.
2 6.3.1 If such successor arrangement is not
3 implemented in time to avoid a time gap between PG&E's
4 transmission service to City over DC Line and the effective date
5 of the implementation of the successor arrangement, and if the
6 Parties are not able to arrange for a satisfactory interim
7 arrangement to avoid or overcome the adverse impact on City of
8 such a gap, then notwithstanding anything to the contrary in this
.9 Agreement, including Sections 5.2.2 and 6.2, PG&E shall be
10 obligated as an interim measure to continue DC Line transmission
11 service,.to the extent it is able to do so with the DC Line
12 entitlement it may retain after July 31, 2007, grovided that,
13 such DC Line transmission service is not needed by PG&E to
14 maintain system reliability or remedy system jeopardy or an
15 emergency.
16 6.4. Unilateral Filings
.17 Any unilateral transmission service rate schedule
18 filing made by PG&E pursuant to Sections 6.1, 6.2, 6.3, 7.6.2 or
19 10.5.2.7 shall include terms and conditions for firm bi
20 directional transmission service between the southern terminus of
21 COTP.and the Edison's system via PG&E's Midway. Substation that
22 taken as whole, except for quantity of service, are at least
23 equal to, but not less than, similar terms and conditions
24 included in the agreement or rate schedule under which PG&E
25 provides transmission service to the Transmission Agency of
26 Northern California, (TANC Rate). as such TANC Rate is on file
27 with FERC at the time of PG&E's filing. Such filing, shall
28 include testimony in support of the rate schedule.. However, this
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Section 6.4 shall not be interpreted to prevent City from
contending to the FERC that those terms and conditions are not
just and reasonable or that they are otherwise inappropriate for
the rate schedule under which PG&E is to provide the contemplated
transmission service to City. Neither Party waives its rights to
argue its positions before the FERC as to the meaning of firm bi-
directional transmission service.
7 EXCHANGE AND USE OF TRANSMISSION SERVICES
7.1 COTP Transmission Service for PG&E
Commencing upon the effective date of the exchange
of services,.as provided in Section 5.1.2 but except as provided
in Sections-7.3 and 7.7, pursuant to and continuing through the
term of this Agreement as specified in Section 5.2, unless
terminated earlier in accordance with Section 10.5.2, City shall
make available to PG&E firm bi-directional transmission service
from its entitlement over the*COTP for use of 121 MW (rounded to
the nearest MW) of COTP North -to -South transfer capability and 92
MW (rounded to the nearest MW) of COTP South -to -North transfer
capability -between the northern terminus of COTP near COB and the
southern terminus of COTP, such amounts being determined at COB.
PG&E Is use of COTP transmission service shall be in accordance
with the scheduling, dispatch, curtailment procedures and loss
methodology of the COA or other COTP-related agreements, as
appropriate.
7.1.1 There shall be no charges for COTP
transmission service made available by City to PG&E pursuant to
this Agreement. City shall be responsible for any and all
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operation and maintenance costs and other ownership costs,
including but not limited to costs of replacements and
betterments, associated with its entitlement in COTP. PG&E shall
be responsible for losses and any scheduling or dispatching fees
for COTP transmission service made available by City.
7.2 DC Line Transmission Service for Ci-tY
Commencing upon the effective date of the exchange
of services, as provided in.Section 5.1.2 but except as provided
in Sections 7.3 and 7.7, pursuant to and continuing through the
term of this Agreement as specified in Section 5.21- unless
terminated earlier in accordance with Section 10.5.2, PG&E shall
make available to City firm bi-directional transmission service
on a pro rata basis from its portion of DC Line transmission
entitlement for use of 93 MW of DC Line North -to -South transfer
capability and 82 MW of DC Line South -to -North transfer
capability between Celilo and PG&E's Midway Substation, such
amounts being determined at NOB. In addition, PG&E shall make
'n rights only at Sylmar from its
available to City scheduling g
portion of DCLine transmission entitlement made available
through participation in the DC Expansion Project of 93 MW of DC
Line North -to -South scheduling capability.and 82 MW of DC Line
South -to -North scheduling capability. City's use of DC Line
transmission service shall be in accordance with the scheduling
and dispatch procedures then currently in place for operation of
DC Line. In addition, City,s use. of DC Line transmission service
shall be as follows:
7.2.1 Curtailments of City's power deliveries
using DC Line transmission service shall be made on a pro rata
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basis with PG&E's rights on DC Line. It is understood that
current procedures provide that curtailments may be handled
differently depending on whether such curtailments are being
administered on a prescheduled or a real-time basis.
7.2.2 Losses shall be applied pursuant to the
provisions of contracts between.LADWP and Edison and others
governing the operation of the DC Line, as those provisions are
administered by LADWP or Edison, or both.
7.2.3 There shall.be no charges for DC Line
transmission service made available by PG&E to City pursuant to
this Agreement. PG&E shall be responsible for any and all
operation and maintenance costs and other ownership costs,
including but not limited to costs of replacements and
betterments, associated with its -respective DC Line rights. City
shall be responsible for losses and any scheduling or dispatching
fees for DC Line transmission service made available by PG&E.
7.3 Phasing In of Transmission Service Exchanges
If transfer capabilities allocated to COTP are not
1600 MW North -to -South or 1225 South -to -North, as of the
effective date of transmission service exchanges as provided for
in Section 5.1.2, the North -to -South transmission exchange shall
become effective pro tanto in a 1:1.3 ratio (where DC l and,
COTP = 1.3) and the South -to -North transmission exchange shall
become effective pro• anto in a 1:1.128 ratio (where DC 1 and A
COTP = 1.128), and shall thereafter change in amount in such
ratios corresponding to changes in COTP transfer capabilities
until those full 1600/1225 MW transfer capabilities are achieved.
IAt such time as those full 1600/1225 MW transfer capabilities of
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COTP are achieved, City's COTP entitlement shall be established
at 121 MW North -to -South and 92 MW South -to -North (rounded to the
nearest MW).
7.4 Ac isition of Third PartV Transmission Services
.City shall be wholly responsible for concluding all
necessary arrangements for transmission services from Edison
between Sylmar and -Midway substations and City's point of
interconnection with Edison's system for delivery of electric
power to and from DC Line, pursuant to Section 5.2.1 of this
Agreement.
7.4.1 Scheduling by Third _Parties: Scheduling
by City over DC Line shall be pursuant to a separate written
agreement between Edison and City governing the delivery of power
to and from City's point of interconnection with Edison's system
and NOB. PG&E shall have no responsibility for the control. area
requirements of Edison, including spinning reserve criteria, for
City's use of DC Line transmission service provided in this
(Agreement.
7.5 Limited Exchange of Rights
The exchange of transmission service by a Party
("Transferor") to the other Party ("Transferee") pursuant to this
Agreement of all or a portion of the Transferor's entitlement to
have electric capacity and energy transmitted for it does not
constitute any transfer or assignment to the transferee of
ownership or any other related rights, including but.not limited
to participation in governance and administration. Furthermore,
nothing herein shall be deemed to be a waiver by PG&E of any
rights it has under the PIA for transmission service between its
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Midway substation and Sylmar, or to restrict PG&E from use of
such transmission service in arrangements it may enter into with
others, except for the exchange of services provided herein.
7.6 Changes to Transmission Service Exchangea
7.6.1 In the event there are changes in the
transmission capability of the COTP either as a result of
uprates, derates, betterments or replacements, the Parties agree
in good faith to determine whether any adjustments to the
transmission service exchanges herein are appropriate and if so,
to negotiate amendments to this Agreement using. the DC Line-for-
COTP transmission exchange ratio specified in Section 7.3.
7.6:2 If the efforts'described in the preceding
paragraph pertaining to uprates or betterments are unsuccessful,
the Parties will enter into negotiations for firm bi-directional
transmission service between the southern terminus of COTP and
the Edison System via PG&E's Midway Substation for City's use in
conjunction with such additional COTP amounts; provided that, if
such subsequent efforts are not successful, PG&E shall be
obligated to file unilaterally with FERC a rate schedule to
provide firm bi-directional transmission service for ,such
additional COTP amounts pursuant to Section 6.4 and Section
10.4.2.
7.7 Partial Ownership Purchase of COTP by CDWR
Upon the effective date that CDWR exercises its
rights and receives an ownership interest in the COTP which said
ownership interest reduces city's entitlement in the COTP, the
transmission service exchange.provided for herein shall be
reduced to reflect City's reduction in COTP entitlement.
The
I reduction in firm bi-directional transmission service exchange
2 shall be accomplished by using the DC Line for COTP transmission
3 exchange ratios specified in Section 7.3.
4 7.8 Southwest Transmission Access
5 City agrees to enter into good faith negotiations to
6 provide transmission service to PG&E from City's rights or
7 entitlements in Southwest transmission capability when such
'8 entitlements are not being used by'City for itself or to provide.
9 transmission service to others. Such Southwest access from City
10 to PG&E shall be pursuant to terms and conditions of a separate
11 written agreement.
12
13 8 RELEASE AND DISMISSAL OF CLAIMS
14 8.1 Release
15 This Agreement is d compromise of disputed claims
16 -arising from the Complaint. By this Agreement, City hereby
17 settles and releases all claims*it may have against PG&E, whether
'18 or not -asserted, arising from or relating to the Complaint or its
19 underlying parts, and extends to, but is not limited to, such
20 claims as. may or could have been asserted in any regulatory or
21 judicial proceeding other than in the Complaint. Neither the
22 execution.of nor the consideration provided in this Agreement
23 shall be deemed any admission of liability by PG&E. As soon as '
24 practical after the filing of this Agreement with the FERC in
25 accordance with Section 9.1, City shall file with the FERC the
26 withdrawal and dismissal of (1) its claims in the. Complaint and
27 (2) its intervention and other filings in Docket No. ER91-505-
28 000, both such filings to be with prejudice and both to become
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effective simultaneously with the FERC's acceptance of this
Agreement, as provided in Section 9.1.
In so agreeing to this settlement, City hereby
waives. any and all rights or benefits which it may have under the
(terms of Section 1542 of the California Civil Code, which
(provides 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. '
8.2 Limit of Release
In the event of early termination as provided in
Section 5.2.1, City's dismissal of claims shall not affect in any
way the Parties' rights or obligations, if any, under the MOU, if
a mutually acceptable alternative arrangement cannot be
negotiated as provided in Section 6.1.
8.3 Restoration of Rights
8.3.1 If this Agreement is not accepted or
approved by FERC in accordance with.Section 9, each Party shall
be restored to its position with respect to the other Party as it
existed before this Agreement was executed.
8.3.2 If for any reason the exchange of
services under this Agreement shall either not become effective
or this Agreement pursuant to Section 5.1.2 be terminated prior
to the time COTP becomes Commercially operable, and if because of
its entry into this Agreement, City has lost the right to
prosecute its,Complaint or to pursue its 'rights in FERC Docket
No. ER91-505-000; city's rights shall be restored, to the extent
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possible, as of such early termination or the failure of the
Agreement to become effective. In that event, City shall be
permitted and PG&E shall support city's right to assert any
claims that it made or might have made under the MOU in Docket
INo. EL92-2-000.
9 REGULATORY AUTHORITY
9.1 PG&E shall submit this Agreement to FERC in a timely
manner for filing as a rate schedule. Alternately, PG&E and City
shall submit it to FERC in a joint offer of settlement.
Regardless of which of these two procedures is adopted by the
Parties, the filing shall inform the FERC of the intent of the
Parties (a) that the FERC's unconditional acceptance of this
Agreement (as specified in Section 5.1.2.2) and the.FERC's
acceptance of City's withdrawal of its Complaint in Docket No.
EL92-2-000 and its pleadings in Docket No. ER91-505-000 shall
occur simultaneously and (b) that each shall be considered a
condition precedent for.the other. City shall provide PG&E upon
request with appropriate information and documentation to prepare
or otherwise support PG&E's filing before FERC, or any other
regulatory agency, when acceptance or approval of such filing is
necessary for.the arrangements contemplated herein. If it has
not already done so, City shall make its withdrawals and
dismissals as provided for in Section 8.1, at the same time as
PG&E submits its aforesaid filing, or as soon as possible
thereafter.
9.2 The Parties shall take all reasonable action
necessary to secure approval -by FERC of this Agreement in its
I.
1 entirety and without change or condition. When PG&E submits this
2 Agreement to FERC for acceptance or approval, City shall without
3 reservation, condition or qualification, by separate letter to
4 FERC, fully support the Agreement and its acceptance or approval
5 by FERC and shall state City's concurrence with the termination
6 procedures provided in Section 5.2. The Parties shall make every
7 reasonable effort to support, defend and protect this Agreement
8 before FERC, CPUC or any other regulatory authority or court of
9 competent jurisdiction, which has as an issue before it involving
10 this Agreement or its operation or effect.
11 9.3 City shall reimburse PG&E for one-half of all filing
12 fees associated with this Agreement which may be charged by any
13 regulatory agency.
14
15 10 GENERAL PROVISIONS
16 10.1 Amendment of Agreement
17 This -Agreement may be amended only by a written
18 instrument duly executed by the Parties.
19 10.2 Assignment
20 10.2.1 Either Party may at any time and from
21 time to time assign to a Third Party or Third Parties all or any
22 portion of. the assigning Party's entitlement hereunder*to receive
23 transmission service from the other Party. Any such assignment
24 may be for the full then unexpired term of this Agreement or for
25 any lesser duration. Except to the extent, if any, that -the
26 Parties to this Agreement agree in writing to a complete or
27 partial novation to substitute an assignee as a party to this
28 Agreement in the place of the assigning Party, no such assignment
1 will operate to relieve the assigning Party of full
2 responsibility to the other Party for compliance with all
3 provisions of this Agreement on the part of the assigning Party
4 to be performed.
5 10.2.2 In the event of any such assignment, the
6 Parties to this Agreement will cooperate in the development and
7 implementation of any enabling arrangements necessary to
8 accommodate the assignment.
9 10.2.3 City recognizes that any assignment by it
10 of DC Line transmission service made available pursuant to this
11 Agreement may require the consent of Edison, SDG&E, LADWP and
12 others, and City shall obtain such consent as appropriate. PG&E
13 recognizes that any assignment by it of COTP transmission service
14 made available pursuant to this Agreement may require the consent
15 of other COTP participants, and PG&E shall obtain such consent as
16 appropriate.
17 10.3 Cautions
18 All indexes, titles, subject headings and similar
19 items are provided for the purpose of reference and convenience
20 and are not intended to affect the meaning of the contents or the
21 scope of this Agreement.
22 10.4 Chancre in Rate Schedule
23 10.4.1 The Parties agree and stipulate that the
24 provisions of this Agreement shall be and remain fixed and shall
25 not be subject to change through application to FERC pursuant.to
26 Sections 205 or 206 of the Federal Power Act absent the agreement
27 of both Parties. Each Party hereby expressly waives its rights
28 to seek changes to this Agreement, and covenants that it will not
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seek any such change or assert any right thereto under Sections
205 and 206, absent the agreement of both Parties. It is further
agreed and stipulated that these waivers by each Party are given
in consideration of and are conditioned upon the effectiveness of
the corresponding waivers given by the other Party. If it should
be determined that any such waiver by either Party is not
effective, then all such waivers shall become ineffective and
each Party thereafter shall have the full ability to seek
unilateral changes as provided by Sections 205 and 206 and FERC
Regulations promulgated thereunder.
10.4.2 Where it is provided in this Agreement
(e.g., in Sections 6.1, 6.2, 6.3, 7.6.2 and 10.5.2.7) that PG&E
shall make a unilateral rate schedule filing with the FERC of
firm bi-directional transmission service for use by City in
conjunction with and in an amount equal to -its COTP entitlement,
the intent is that (a) PG&E shall time the tender of its filing
and, if appropriate, request FERC waiver of filing requirements,
in a good faith attempt to have the rate schedule become
effective on a timely basis; (b) City shall have the right and
the opportunity to contest the provisions of such proposed rate
schedule with which City disagrees, and the right to propose
revised or additional provisions; and (c) the rate schedule will
become effective as of the FERC's acceptance of the filing and
after the expiration of the period of FERC's suspension, if there
be any such suspension, subject to revision (retroactively, as of
fhe effective date, if appropriate) upon the FERC's issuance of a
final order determining the litigation.
10.5 Continuity of Electric Service
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10.5.1 It is understood and agreed by the
Parties that the continuity of the deliveries of electric
capacity and energy using the firm bi-directional transmission
service made available by each to the other under this Agreement,
is dependent on other contracts and rulings thereunder by the
Parties or Third Parties over whom the Parties have little or no
control. •Neither Party in any way warrants, guarantees or
assures the other Party,.expressly or by implication,.that any
such deliveries of electric capacity and energy will meet any
standard or degree of continuity. However, each Party shall do
what it reasonably can, within the framework of those contracts
to which it is a party, to have such continuity of deliveries
maintained at satisfactory levels consistent with the
understandings of the Parties as of the execution of this
jAgreement.
10.5.2 Notwithstanding Section 10.5.1, if, at
any time during the term of this Agreement, either Party believes
that any such action by either Party or -Third Parties has so
affected the operation of either COTP or DC Line as to Reduce
Transmission Capability to such Party of the Agreement, that
Party may.institute procedures pursuant to this Section 10.5.2 to
seek a remedy for the situation.
10.5.2.1 Such party may deliver to
the other Party a notice requiring the Parties to negotiate to
determine (a) if such effect has occurred and (b) if so, whether'
the Agreement should be terminated or whether changes should be
made to..the Agreement to restore the balance of benefits and
burdens envisioned by the Parties at the time of the execution of
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the Agreement. If either Party delivers such a notice to the
other, the other Party will be deemed (without the necessity of
its actually doing so) to have simultaneously delivered such a
notice to the first noticing Party. The Parties shall engage in
good faith negotiations for a period of at least 60 days.
10.5.2.2 If the Parties do not reach
agreement during that 60-day period, either may demand
arbitration of the controversy by delivering to the other a
notice to that effect. If either Party serves such a notice, the
other Party will be deemed (without the necessity of its actually
doing so) to have simultaneously delivered its own notice of
demand to arbitrate.
10:5.2.3 The purposes for
arbitration shall be to determine (a) if any such action by
either Party or Third Parties has soaffected the operation of
either COTP or DC Line as to Reduce Transmission Capability under
the Agreement to either Party or to both of them and, if so (b)
whether the Agreement should be terminated or whether changes
should be made to the Agreement to restore the balance of
benefits and burdens envisioned by the Parties at the time of the
execution of the. Agreement.
10.5.2.4 The foregoing arbitration
shall be conducted in accordance with the applicable rules of the
American Arbitration -Association or any equivalent association
that is in existence at the time of the institution of the
arbitration procedure.
10.5.2.5 If either Party delivers a
notice to negotiate pursuant to 10.5.2.1, neither Party shall
l submit a later notice to negotiate within 365 days thereafter.
2 Any further notice to negotiate cannot be delivered less than,365
3 days after the delivery of the then most recent prior notice to
4 negotiate. If either Party delivers a notice of demand for
5 arbitration pursuant to Section 10.5.2.2, neither Party shall
6 submit a later notice. to negotiate within 1,461 days thereafter.
7 Any further notice to negotiate cannot be delivered less than
8 1,461 days after the delivery of the then most recent prior
• 9 notice of demand for arbitration.
10 10.5.2.6 The procedures specified in
11 this Section 10.5.2.may be specifically enforced by any court of
12 competent jurisdiction. Any arbitration determination pursuant
13 to these procedures may be implemented and enforced by any
14 regulatory agency or court of competent jurisdiction.
15 10.5.2.7 If this Agreement is'
16 terminated pursuant to this Section 10.5.2, either by agreement
17 of the Parties as.a result of negotiation or by determination
18 through arbitration, the Parties, shall negotiate in good faith
19 for a period of at least 60 days to develop an alternative
20 agreement for use by City in conjunction with its entitlement in
21 COTP. If the Parties do not reach such agreement, PG&E shall, if
22 so demanded by City, promptly file unilaterally with FERC a rate
23.schedule providing such alternative service. For any unilateral
24 filing made by PG&E pursuant to this Section 10.5, the provisions
25 of Sections 6.4 and 10..4.2 shall apply.
-26 10.6 Construction of Agreement
27 Ambiguities or uncertainties in the wording of. this
28 Agreement shall not be construed for or against either Party, but
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shall be construed in a manner which most accurately reflects the
intent of the Parties when this Agreement was executed.
10.7 Governinq Law
This Agreement shall be interpreted, governed by,
and construed under the,laws of the State of California, as if
executed and to be performed wholly within such State, or the
Federal Power Act and other federal law, as appropriate.
10.8 Indemnity
10.8.1 Meanings: As used in -this Section 10.-8,
with initial letters capitalized, the following terms shall have
the following meanings:
10.8.1.1 Accident: Personal injury,
death, property damage or economic.loss which
(i) is sustained by a Third Party ("Claimant") which is
an Ultimate Use Customer of a Party ("First Party")
(the.term "Ultimate Use Customer" means a customer
to whom electric power is delivered for its use and
not for any resale by it);
arises out of the delivery of, curtailment of or
interruption of electric power pursuant to this
Agreement, including but not limited to
abnormalities in frequency or voltage, to that
Claimant by the First Party; and
(iii) results from either of the following:
- engineering, design, construction, repair,
supervision, inspection, testing,protection,
operation, maintenance, replacement,
S.
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reconstruction, use, or ownership of either
Party's electrical system; or
- the performance or nonperformance of either
Party's obligations under this Agreement.
10.8.1.2 Indemnitee: A Party as so
defined in Section 10.8.2.2.
10.8.1.3 Indemnitor: A Party as so
defined in Section 10.8.2.2.
10.8.1.4 Retail Service Area: A
geographic area or areas electrically served at retail by a,
Party.
10.8.2. Claims and Actions: If a Claimant makes
a claim or brings an action seeking recovery for loss, damage,
cost or expense resulting from or arising out of an Accident, the
following shall apply:
10.8.2.1 Defense: Each Party shall
defend any such action brought against it, except as otherwise
provided in Section 10.8.2.3.
10.8.2.2 Hold Harmless: A Party
("Indemnitor") shall hold harmless, defend and indemnify, to the
fullest extent permitted by law, the other Party, its directors,
members of its governing board, officers, employees and. agents
("Indemnitee(s)"), upon request by the Indemnitee(s), for claims'
or actions brought against the Indemnitee(s) allegedly resulting
from Accidents which occur in the Retail Service Area of the
Indemnitor.
.10.8.2.3 Exclusion: Neither Party
will defend, hold harmless or indemnify the other Party, its
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directors, members of its governing board, officers, employees or
agents for Accidents resulting from such other Party's willful
misconduct.
10.8.2.4 Enforcement: It either
Party is required to enforce this indemnity, the other Party
against which enforcement is required shall pay all costs,
including reasonable attorney fees and other litigation costs,
incurred in such enforcement.
10.9 Integration
This Agreement constitutes the complete and final
expression of the agreement of the Parties and is intended as 'a
complete and exclusive statement of the terms of their agreement
which merges and supersedes all prior and contemporaneous offers,
promises, representations, negotiations, discussions,
communications, memorandums, and contracts, including but not
limited to the MOU, which may have been made in connection with
the subject matter of this Agreement.
10.10 Liability for'Interruptions
Neither Party shall be liable to the other Party
for, and each Party hereby releases and shall defend -and -
indemnify the other Party, its directors, members of its
governing board, officers, employees and agents, to the fullest
extent permitted by law from and against, any claim, demand,
liability, cost, charge, expense, loss or damage, whether direct,
indirect or consequential, incurred by such other Party which
results from interruption or reduction of electric transmission
service provided for in this Agreement.
10.11, Liability to Third Parties
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10.11.1 Rights of Third Parties: Nothing in this
Agreement shall be construed to create any duty to, any standard
of care with reference to, or any liability to any Third Party.
10.11.2 Between Parties: Neither Party, nor its
directors, members of its governing board, officers, employees or
agents, shall be liable to the other*Party for any Loss (defined
for purposes of this Section 10.11.2 as any loss, cost, charge,
claim, expense or damage, whether direct, indirect or
consequential) incurred by such other Party in connection with
this Agreement other than:
(i) Loss resulting from willful misconduct, which is
defined for purposes of this Section 10.11.2 as
action, by or on behalf of a Party at the direction
of any director, member of the governing board,
officer, employee or agent of such Party having
management responsibility for such action, which is,
without. reasonable justification, taken or not taken
with conscious indifference to consequences or -with
the intent or knowledge that injury or damage would
or probably would result; and
Loss resulting from a willful breach of this
Agreement, other than indirect and consequential
Loss.
10.11.3 Responsibility: Each Party shall be
responsible for protecting its facilities from possible damage by
reason of electrical disturbances or faults caused by the
operation, faulty operation, or nonoperation of the other Party's
facilities, and such other Party shall not be liable for any such
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damage so caused.
10.12 No Dedication of Facilities or Agreement to Serve
Others
10.12.1 Any undertaking by either Party under any
provision of this Agreement shall not constitute the dedication
of its electric system or any portion thereof, except as
otherwise provided for in this Agreement, to the other Party or
to the public or any Third Party. It is understood and agreed
that any such undertaking under any provision of or. resulting
from this Agreement shall cease upon the termination of the
Parties, obligations under this Agreement.
10.12.2 By entering into this Agreement, neither
Party holds itself out to furnish like or similar service to any
other -person or entity.
10.13 No Precedent
Nothing contained -in this Agreement shall establish
any precedent f or.. arrangements between City and PG&E for the
transmission or sale of any other electric capacity or energy or
otherwise, and this Agreement shall not be submitted as evidence
of contract interpretation in any proceeding other.than a
proceeding in which implementation of this Agreement or a
successor or replacement arrangement is in issue.
10.14 Notices
10.14.1 Formal Notices: Any notice, request,
demand, information, report or item otherwise required,
authorized -or provided for in this Agreement shall be given in
writing, and shall be deemed properly given if delivered
personally or sent by United States mail, postage prepaid, or by
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other means agreed in writing by the Parties, to the persons
specified below:
(1) To PG&E:
Vice President, Power Generation
Pacific Gas and Electric Company
201 Mission.Street
San Francisco, CA 94106
(2) To City:
City Administrator/City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
10.14.2 Changes of Notice Recipients: Either
Party may change the designation of the person who is to receive
notice on its behalf by giving the other Party notice thereof.
10.15 Relationship to Other Contracts: The Parties
recognize that their rights and obligations under this Agreement
are dependent on and affected by PG&E's and Edison's rights and
obligations under the PIA and other contracts relating to DC
Line, City's rights in its contracts with Edison and with other
COTP participants, and their respective rights and obligations
under the COA and COTP-IA, as applicable. The use of firm bi-
directional transmission. services provided under this Agreement
must be consistent with and subject to such other contracts and
Ito rulings of governing boards or committees thereunder, now in
effect or as may be amended or placed into effect in the future.
10.16 Relationship of Parties
The covenants, obligations and liabilities of the
Parties are intended to be several and not joint or collective,
and nothing contained in this Agreement shall be construed to
(create an association, joint venture, trust or partnership, or to
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I impose a trust or partnership covenant, obligation or liability
2 on or with regard to any Party. Each Party shall be individually
3 responsible for its own covenants, obligations and liabilities as
4 provided in this Agreement. Neither Party shall be under the
5 control of nor shall be deemed to control the other Party.
6 Neither Party shall be the agent of nor have a right or power to
7 bind the other Party without such other Party's express written
8 consent.
9 10.17 Severability
10 In the event that any term, covenant, or condition
11 of this Agreement or the application of any such term, covenant,
12 or condition shall be held invalid as to any person, entity, -or
13 circumstance by FERC or by any other regulatory body or agency or
14 court.of competent jurisdiction, such term, covenant or condition
15 shall remain in force and effect to the maximum extent permitted
16 by law, and'all other terms,.covenants and conditions of.this
17 Agreement and their application shall not be affected thereby but
18 shall remain in force and effect unless an agency or court of
19 competent jurisdiction finds that such provision is not separable
20 from all other provisions of this Agreement.
21 10.18 Uncontrollable Forces
22 ...Neither Party shall be considered to be in default
23 in the performance of any obligation under this Agreement, when a
24 failure of performance is the result of uncontrollable forces.
25 The term "uncontrollable forces" means any cause or causes beyond
26 the control of the Party unable to perform such obligation,
27 including, but not limited to, failure or threat of failure of
28 facilities, flood, earthquake, storm, drought, fire, pestilence,
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lightning and other natural catastrophes, epidemic, war, riot,
civil disturbance or disobedience, vandalism, sabotage, strike,
lockout, labor disturbance, labor or material shortage,
government priorities, restraint by court order or public
authority, and action or nonaction by, or inability to obtain or
maintain in effect the necessary authorizations or approvals
from, any governmental agency or authority, any of which by'the
exercise of due diligence.such Party could not reasonably have
been expected to avoid and which by the exercise of due 'diligence
it has been unable to overcome. Nothing contained in this
Section shall be construed as requiring a Party to settle any
strike, lockout or labor dispute in which it may be involved, or
to accept any approval -or authorization, or to enter into any.
other contract or commit to a financing arrangement, which
contains conditions or terms that Party determines.are unduly.
burdensome.
10.19 Waiver of Rights
Any waiver at any time by either Party of its rights
with respect to a default under this Agreement, or with respect
to any other matter arising in connection with this Agreement,
shall not constitute or be deemed a waiver with respect to any
subsequent default or other matter arising in connection with
this Agreement. Any delay short of the statutory period of
limitations in asserting or enforcing any right shall not
constitute or be deemed a waiver.
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10.20 Signature Clause
IN WITNESS WHEREOF, the Parties hereto have executed
this contract the day and year first above written.
CITY OF VERNON PACIFIC GAS AND ELECTRIC` COMPANY
By
ROBERT
THOMAS A. Y13ARRA, Mayor Pro Tem VICE PRESIDENT - POWER PLANNING
AND CONTRACTS
Date: September 2, 1992 Date: September 3, 1992
Attest:
By. 4
BRUCE V. MALKENHORST, CITY
ADMINISTRATOR/CITY CLERK
Date: September 2, 1992
Approved as to form:
By:
DAVID B. BREARLEY, CITY ATTORNEY
Date: September 2, 1992
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Page 3
CELILO JOHN DAY
MARION
ALVEY OREGON
MERIDIAN
CAPTAIN
JACK
MALIN
OLIND ROUND MTN ,
TABLE MTN
NEVADA
VACA
DIXON
TRACY
TESLA
METCAL
LOS BANOS
MOSS
LANDING
GATES
MORRO BAY
MIDWAY
DIABLO
CANYON
CALIFORNIA
VINCENT
Edison (own/have SYLMAR
scheduling right) LUGO
COTP
Owned by others
PACIFIC NORTHWEST -PACIFIC SOUTHWEST INTERTIE
Page 4
CAPTAIN JACK SUBSTATION
547 MVAR CONTINUOS
(PACIFIC NORTHWEST)-
25 OHMS
4100 Amp/30 Min.
500kV
(SEE NOTE 8)
--T---- I ----- r--
r----------------
TO MERIDIAN y y
'
.. .. ._ r, r,
`1_-----------
J L J
{} {�
t
(SEE NOTE 5) Y 1
1 6 Miles
1
TO MAL.IN
- J
-- -- -- -- -- --
OREGON `-'-----
--•--•-----•--•--------------------
CALIFORNIA
142 Mies
Conducts:
3 - 1949.6 KCMIL 42/7
7�
OLINDA TO
LAPWING ACSR/TwD
PER PHASE
TO COTTON -
547 MVAR CONTINUOUS
25 OHMS
4100 Amp/ 30 Min.
N,0 MVAR
9 OHMS
9 OHMS
E
609 MVAR continuous
190 MVAR 25 OHMS
4300 Amp/ 30 Min.
84 MILES
Conductor:
3-1565 KCMIL
BITTERN ACSR/TWO
PER PHASE
MA_XWE-r.I.
STATION
658 MVAR CONTINUOUS
27 OHMS
4300 Amp/ 30 Mtn.
SUBSTATION KESM
WOOD
500/230 kV
850 MVA CONTINUOUS
1100 MVA EMERGENCY
(30 MIN)
23OkV
3-1 PHASE
1-10 SPARE
V
(SEE NOTE 6)
_
�
J
J
(SEE NOTE 5)
i
;
200 MVAR
(SEE NOTE 7)
TRACY SUBSTATION
CALIFORNIA- OREGON
TRANSMISSION PROJECT
SINGLE LINE DIAGRAM
100 MVAR
560 MVAR CONTINUOUS
23 OHMS
4300 Amp/ 30 Min.
106 MILES
500kV
Conductor.
3 - 1565 KCMIL
BITTERN ASCR/TWD
PER PHASE
ttMx
tx av
xn `" (NOTE S)
earl
=Lr'I rLi
-�
1" , r'I
FLrI A4�
rJ i
rl
600/23G kV
rl rl 660 MVA CONTINUOUS
1100 MVA EMERGENCY
3-1 PHASE
r
I - 1E SPARE
0
3IN
r ( NOM6)
TESLA
SUBSTATION
NOTES:
TO VACA- TO
DIXON TABU MT.
1.
DASHED LINES INDICATE FACILITIES THAT ARE NOT A PART
230kV
0111-
SOOkV '
OF THIS PROJECT. SOLID LINES ARE PROJECT FACILITIES.
i - -� ---� + �-� ----
2.
THIS DIAGRAM DOES NOT ATTEMPT 70 DELINEATE FINAL
OWNERSHIP
2
r -_2 ------ -•'.I Y i Y i Y
1
OF FACILITIES.
i
> rti `� ri -
3.
TOTAL OHMS OF SERIES CAPACITORS FOR PROJECT
'
i Y Le Le
WILL EQUAL 125.
Y i Y, �' i
4.
ALL VALUES CALCULATED ON 500 kV BASE.
L---#---J
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5.
PROPOSED METERING LOCATIONS
1 1
TO ,
6.
ACTUAL NAMEPLATE RATINGS ARE NOT SHOWN AND WALL BE ESTABLISHED BASED ON
METCALF i
TRANSFORMER DESIGNS AND PARTICIPANT CONTRACTUAL REQUIREMENTS.
t
7.
SPACE PROVIDED FOR ADDITIONAL 200 MVAR SHUNT
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CAPACITANCE IF REQUIRED.
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8.
A PORTION OF THESE FACILITIES WALL BE
TO
FUNDED BY PROJECT PARTICIPANTS.
LOS BANOS
COTTONWOOD SUBSTATION
230 kV BUS TIE BREAKERS
23okv r-Q-T 230 V
1 f
►uN: r � r i sEslolx
_P72-r-u-i
L-a-J N62
u ICE}'
160 MVAR EACH
(SEE NOTE 7)
u Z'
(SEE NOTE 5)
7.4 MILES
DOUBLE CIRCUIT
Conductor.
2-2300 KCMIL AAC
PER PHASE
Southern Terminal Point A
Southern Terminal Point B
AMENDMENT NO. 1 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
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AMENDMENT NO. I TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
TABLE OF CONTENTS
PAGE
TITLE
SECTION
1.
PARTIES .....................
2
RECITALS ........................................................
..............................1
3.
AGREEMENT.......................................................
4.
DEFINITIONS.........................................................
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5.
EFFECTIVE DATE .....................
6.
AMENDMENT ...................:. ...........................
7.
SIGNATURE CLAUSE
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I ID
AINIENDINIENT NO. I TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
1. PARTIES: This Amendment is entered into by and between the City of
Vernon, California ("Vernon"), a municipal corporation, and Southern California
Edison Company ("Edison"), a California corporation, hereinafter sometimes
referred to collectively as the "Parties" and individually as a "Party."
2. RECITALS: This Amendment is made with reference to the following
facts, among others:
2.1 Edison and Vernon have entered into the 1997 Restructuring
Agreement which has been accepted for filing by the Commission.
2.2 In accordance with Section 6.3.2 of the 1997 Restructuring
Agreement, Vernon has a right on a one-time basis to convert the transmission
loss methodology under the Existing Transmission Contracts to the ISO Tariff
transmission loss methodology.
2.3 The Parties wish to amend the 1997 Restructuring Agreement
with respect to the transmission loss methodology as set forth in this
Amendment.
3. AGREEMENT: In consideration of the covenants and conditions herein
and other good and valuable consideration, the Parties agree as follows.
4. DEFINITIONS: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms used
herein with initial capitalization that are not defined in the 1997 Restructuring
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AMENDMENT NO. l TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
Agreement shall have the meanings set forth in this Section 4. The singular of
any definition shall include the plural and the plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as Edison's FERC Rate
Schedule No. 359.
4.2 Amendment: This Amendment No. 1 to the 1997 Restructuring
Agreement.
5. EFFECTIVE DATE: This Amendment shall be effective on the Effective
Date of the 1997 Restructuring Agreement.
6. AMENDMENT:
6.1 Section 6.3.2 of the 1997 Restructuring Agreement shall be
deleted in its entirety and replaced with the following:
"6.3.2 The Existing Transmission Contracts shall be
amended to replace the Existing Transmission Contracts
transmission loss methodology with the ISO loss methodology
effective on the Effective Date. One year after the Effective
Date, the Existing Transmission Contracts shall be amended to
convert the transmission loss methodology in the Existing
Transmission Contracts back to the previous provisions
providing for the transmission loss methodology as they were
set forth in those Contracts as amended in Edison's
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AMENDMENT NO. 1 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
September 19, 1997 filing of this Agreement with the
Commission. Vernon shall thereafter have a one-time right, on
60 days' written notice to Edison, to amend the Existing
Transmission Contracts to again replace the transmission loss
methodology with the ISO transmission loss methodology. Any
such conversion shall apply to all Existing Transmission
Contracts collectively."
6.2 Appendix C of the 1997 Restructuring Agreement shall be
amended by adding thereto Attachment 1 to this Amendment, which is attached
hereto and incorporated herein by this reference.
6.3 Appendix D of the 1997 Restructuring Agreement shall be
amended by adding thereto Attachment 2 to this Amendment, which is attached
hereto and incorporated herein by this reference.
6.4 Appendix E of the 1997 Restructuring Agreement shall be
amended by adding thereto Attachment 3 to this Amendment, which is attached
hereto and incorporated herein by this reference.
7. SIGNATURE CLAUSE: The execution below of this Amendment is
expressly deemed to effect execution of Attachments 1, 2, and 3. The signatories
hereto represent that they have been appropriately authorized to enter into this:
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AMENDMENT NO. 1 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
Amendment and Attachments 1, 2, and 3 on behalf of the Party for whom they
sign. Executed this _ day of March, 1998.
APPP,OVED SOUTHERN CALIFORNIA EDISON C MPANY
BRYANT C. DANNER
Executive Vice President
and General Counsel
8y Attorney By
3 -a n 1949 - Ric ard'Rosenblum, Senior Vice President
CITY OF VERNON
By '
!L!enis C. Malbur Mayor
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
David B. Brearley, City Attorn
I LW980430.110
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ATTACHMENT 1
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AMENDMENT NO. 2 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
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AMENDMENT NO. 2 TO THE
EDI.SON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
1. PARTIES: This Amendment No. 2 is entered into by and between the
City of Vernon, California ("Vernon"), a municipal corporation, and Southern
California Edison Company ("Edison"), a California corporation, hereinafter
sometimes referred to collectively as the `Parties and individually as a `Party."
2. RECITALS: This Amendment No. 2 is made with reference to the
following facts, among others:
2.1 Edison and Vernon have entered into the 1997 Restructuring
Agreement which has been accepted for filing by the Commission.
2.2 In accordance with Section 6.3.2 of the 1997 Restructuring
Agreement, the Parties have agreed to convert the transmission loss
methodology under the Existing Transmission Contracts to the ISO Tariff
transmission loss methodology for one year; and after that period the Parties
shall amend the Contracts to convert back to the previous provisions providing
for the non -ISO Tariff transmission loss methodology, subject to Vernon's right
to convert again to the ISO Tariff transmission loss methodology.
2.3 The Parties wish to amend the Edison -Vernon FTS Agreement
to apply the ISO Tariff transmission loss methodology to schedules using
transmission service provided under the Edison -Vernon FTS Agreement.
3. AGREEMENT: In consideration of the covenants and conditions herein
and other good and valuable consideration, the Parties agree as follows.
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AMENDMENT NO. 2 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
4. DEFINITIONS: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms used
herein with initial capitalization that are not defined in the 1997 Restructuring
Agreement shall have the meanings set forth in this Section 4. The singular of
any definition shall include the plural and the plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as Edison's FERC Rate
Schedule No. 359, as it may from time to time be modified or superseded.
4.2 Amendment No. 2: This Amendment No. 2 to the Edison -
Vernon Firm Transmission Service Agreement.
4.3 Amendment No. I to the 1997 Restructuring Agreement:
Amendment No. 1 to the Edison -Vernon 1997. Restructuring Agreement to which
this Amendment No. 2 is attached and incorporated by reference as Attachment
No. 1.
5. EFFECTIVE DATE: This Amendment No. 2 shall be effective on the
Effective Date of the 1997 Restructuring Agreement.
6. AMENDMENT:
6.1 A new Section 4.33 is added to the Edison -Vernon FTS
Agreement as follows:
"4.33 GMM: The Generation Meter Multipliers as
determined by the ISO and as used by the ISO to allocate the
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AMENDMENT NO. 2 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
transmission loss methodology to energy schedules using the
ISO Controlled Grid in accordance with Section 7.4 of the ISO
Tariff."
6.2 Section 11 of the Edison -Vernon FTS Agreement is deleted in its
entirety and is replaced with the following:
"11 TRANSMISSION LOSSES: Hourly transmission
losses for transmission service hereunder shall be determined
by using the ISO's GMM for the applicable Point of Receipt.
Schedules of energy using the transmission service provided
hereunder shall be reduced at a Point of Delivery by the GMM
for the applicable Point of Receipt.
7 Signature Clause: In accordance with Section 7 of Amendment No. 1 to
the 1997 Restructuring Agreement, execution of Amendment No. 1 to the 1997
Restructuring Agreement is deemed to effect execution of this Amendment
No. 2.
LW980430.139
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ATTACHMENT 2
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AMENDMENT NO. 3 TO THE
EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
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AMENDMENT NO. 3 TO THE
EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
1. Parties: This Amendment No. 3 is entered into by and between the City
of Vernon, California ("Vernon"), a municipal corporation, and Southern
California Edison Company ("Edison"), a California corporation, hereinafter
sometimes referred to collectively as the "Parties" and individually as a "Party."
2. Recitals: This Amendment No. 3 is made with reference to the following
facts, among others:
2.1 Edison and Vernon have entered into the 1997 Restructuring
Agreement which has been accepted for filing by the Commission.
2.2 In accordance with Section 6.3.2 of the 1997 Restructuring
Agreement, the Parties have agreed to convert the transmission loss
methodology under the Existing Transmission Contracts to the ISO Tariff
transmission loss methodology for one year; and after that period the Parties
shall amend the Contracts to convert back to the previous provisions providing
for the non -ISO Tariff transmission loss methodology, subject to Vernon's right
to convert again to the ISO Tariff transmission loss methodology.
2.3 The Parties wish to amend the Mead FTS Agreement to apply
ISO Tariff transmission loss methodology to schedules using transmission
service provided under the Mead FTS Agreement.
3. Agreement: In consideration of the covenants and conditions herein and
other good and valuable consideration, the Parties agree as follows.
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AMENDMENT NO. 3 TO THE
EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
4. Definitions: Terms used herein with initial capitalization shall have the
meanings set forth in the 1997 Restructuring Agreement. Terms used herein
with initial capitalization that are not defined in the 1997 Restructuring
Agreement shall have the meanings set forth in this Section 4. The singular of
any definition shall include the plural and the plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as Edison's FERC Rate
Schedule No. 359, as it may from time to time be modified or superseded.
4.2 Amendment No. 3: This Amendment No. 3 to the Edison -
Vernon Mead Firm Transmission Service Agreement.
4.3 Amendment No. 1 to the 1997 Restructuring Agreement:
Amendment No. 1 to the Edison -Vernon 1997 Restructuring Agreement to which
this Amendment No. 3 is attached and incorporated by reference as Attachment
No. 2.
5. Effective Date: This Amendment No. 3 shall be effective on the
Effective Date of the 1997 Restructuring Agreement.
6. Amendment:
6.1 A new Section 4.16 is added to the Mead FTS Agreement as I
follows:
"4.16 GMM: The Generation Meter Multipliers as
determined by the ISO and as used by the ISO to allocate the
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AMENDMENT NO. 3 TO THE
EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
1 3
4
transmission loss methodology to energy schedules using the
2 ISO Controlled Grid in accordance with Section 7.4 of the ISO
Tariff."
6.2 Section 7 of the Mead FTS Agreement is deleted in its entirety
5 and is replaced with the following:
6 "7 TRANSMISSION LOSSES: Hourly transmission losses
7 for transmission service hereunder shall be determined by using
the ISO's GMM for the applicable Point of Receipt. Schedules of
energy using the transmission service provided hereunder shall
be reduced at a Point of Delivery by the GMM for the applicable
Point of Receipt."
T. SIGNATURE CLAUSE: In accordance with Section 7 of Amendment
No. 1 to the 1997 Restructuring Agreement, execution of Amendment No. 1 to
the 1997 Restructuring Agreement is deemed to effect execution of this
Amendment No. 3.
LW980430.168
Kj
ATTACHMENT 3
0
10
AMENDMENT NO. 2 TO THE
EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
10
lip
AMENDMENT NO. 2 TO THE
+ EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
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1. PARTIES: This Amendment No. 2 is entered into by and between the
City of Vernon, California ("Vernon"), a municipal corporation, and Southern
California Edison Company ("Edison"), a California corporation, hereinafter
sometimes referred to collectively as the "Parties" and individually as a "Party."
2. RECITALS: This Amendment No. 2 is made with reference to the
following facts, among others:
2.1 Edison and Vernon have entered into the 1997 Restructuring
Agreement which has been accepted for filing by the Commission..
2.2 In accordance with Section 6.3.2 of the 1997 Restructuring
Agreement, the Parties have agreed to convert the transmission loss
methodology under the Existing Transmission Contracts to the ISO Tariff
transmission loss methodology for one year; and after that period the Parties
shall amend the Contracts to convert back to the previous provisions providing
for the non -ISO Tariff transmission loss methodology, subject to Vernon's right
to convert again to the ISO Tariff transmission loss methodology.
2.3 The Parties wish to amend the Victorville-Lugo FTS Agreement
to apply ISO Tariff transmission loss methodology to schedules using
transmission service provided under the Victorville-Lugo FTS Agreement.
3. AGREEMENT: In consideration of the covenants and conditions herein
and other good and valuable consideration, the Parties agree as follows.
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ID -
AMENDMENT NO.2 TO THE
EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
4. DEFINITIONS: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms used
herein with initial capitalization that are not defined in the 1997 Restructuring
Agreement shall have the meanings set forth in this Section 4. The singular of
any definition shall include the plural and the plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as Edison's FERC Rate
Schedule No. 359, as it may from time to time be modified or superseded.
4.2 Amendment No. 2: This Amendment No. 2 to the Edison -
Vernon Victorville-Lugo Firm Transmission Service Agreement.
4.3 Amendment No 1 to the 1997 Restructuring Agreement.
Amendment No. 1 to the Edison -Vernon 1997 Restructuring Agreement to which
this Amendment No. 2 is attached and incorporated by reference as Attachment
No. 3.
5. EFFECTIVE DATE: This Amendment No. 2 shall be effective on the
Effective Date of the 1997 Restructuring Agreement.
6. AMENDMENT:
6.1 A new Section 4.24 is added to the Victorville-Lugo FTS
"4.24 GMM: The Generation Meter Multipliers as
determined by the ISO and as used by the ISO to allocate the
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AMENDMENT NO. 2 TO THE
EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
transmission loss methodology to energy schedules using the
ISO Controlled Grid in accordance With Section 7.4 of the ISO
Tariff."
6.2 Section 8 of the Victorville-Lugo FTS Agreement is deleted in its
entirety and is replaced With the following:
"8 TRANSMISSION LOSSES: Hourly transmission losses
for transmission service hereunder shall be determined by using
the ISO's GMM for the applicable Point of Receipt. Schedules of
energy using the transmission service provided hereunder shall
be reduced at a Point of Delivery by the GMM for the applicable
Point of Receipt."
7. SIGNATURE CLAUSE: In accordance with Section 7 of Amendment
No. 1 to the 1997 Restructuring Agreement, execution of Amendment No. 1 to
the 1997 Restructuring Agreement is deemed to effect execution of this
Amendment No. 2.
LW980430.173
3
AMENDMENT NO. 2
TO
THE EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
1'W
AMENDMENT N0.2 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
1 Parties: This Amendment No. 2 is entered into by and between the
City of Vernon, California ("Vernon"), a municipal corporation, and
Southern California Edison Company ("Edison"), a California
Corporation, hereinafter sometimes referred to collectively as the
"Parties" and individually as a "Party."
2 Recitals: This Amendment is made with reference to the following
facts among others:
2.1 Edison and Vernon entered into the 1997 Restructuring
Agreement on September 16, 1997. Section 6.3.2 of the 1997
Restructuring Agreement provided Vernon with a one time right
to convert transmission losses under the Existing Transmission
Contracts to ISO transmission losses.
2.2 On lv"arch 20, 1998 Edison and Vernon entered into the Billing
Settlement Agreement. In accordance with Section 6.3 of the
Billing Settlement Agreement the Parties entered into
Amendment. No 1.
2.3 Amendment No. 1 amended Section 6.3.2 of the 1997
Restructuring Agreement and the Existing Transmission
Contracts to provide that, for a one year period starting on the
Date of ISO Operations, transmission losses under the Existing
Transmission Contracts would be converted to the ISO
transmission loss methodology. Section 6.3.2 as amended also
t L AMENDMENT N0.2 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
provided that, at the end of the one year period, the Parties
would amend the Existing Transmission Contracts to restore the
previously existing transmission loss methodology and that
Vernon would thereafter have a one time right to convert the
Existing Transmission Contracts transmission loss methodology
back to the ISO transmission loss methodology on sixty days'
written notice to Edison.
2.4 By letter dated February 2, 1999, Vernon requested that the
transmission loss methodology in the Existing Transmission
Contracts be permanently converted to the ISO transmission
loss methodology. Therefore, the Parties wish to amend the
1997 Restructuring Agreement and the Existing Transmission
Contracts as set forth in this Amendment No. 2.
3 Agreement: In consideration of the covenants and conditions herein
and other good and valuable consideration, the Parties agree as
follows.
4 Definitions: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms
used herein with initial capitalization that are not defined in the 1997
Restructuring Agreement shall have the meanings set forth in this
Section 4. The singular of any definition shall include the plural and
the plural shall include the singular.
2
1'
.-AMENDMENT NO.2 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as
Edison's FERC Rate Schedule No. 359.
4.2 Amendment No. 1: Amendment No. 1 to the 1997 Restructuring
Agreement.
4.3 Amendment No 2: This Amendment No 2 to the 1997
Restructuring .Agreement.
4.4 Billing Settlement Agreement: The Edison -Vernon Billing
Dispute Settlement Agreement, executed as of March 20, 1998.
5 Effective Date: This Amendment shall'be effective on the later of
April 1, 1999 or on the date accepted for filing by the Commission
without changes or modifications. If the Commission enters into a
hearing on this Amendment No. 2 or otherwise orders changes or
modifications to this Amendment No. 2, then this Amendment No. 2
shall not be effective until the date of a final Commission order
without changes or conditions unacceptable to either Party.
6 Amendment:
6.1 Section 6.3.2 of the 1997 Restructuring Agreement shall be
deleted in its entirety and is replaced with the following:
"6.3.2 Transmission losses under the Existing
Transmission Contracts shall be as determined by the
ISO in accordance with the ISO Tariff methodology for
3
AMENDMENT NO.2 TO THE
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
determining transmission losses. Vernon shall be
responsible for paying for or providing to the ISO
transmission losses in accordance with the ISO Tariff."
6.2 The Edison -Vernon FTS Agreement is amended in accordance
with Attachment 1 to this Amendment No. 2 which is attached
hereto and incorporated herein by this reference.
6.3 The Mead FTS Agreement is amended in accordance with
Attachment 2 to this Amendment No. 2 which is attached hereto
and incorporated herein by this reference.
6.4 The Victorville-Lugo FTS Agreement is amended in accordance
with Attachment 3 to this Amendment No. 2 which is attached
hereto and incorporated herein by this reference.
AMENDMENT NO.2 TO THE
t 'EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
7 Signature Clause: The execution below of this Amendment No. 2 is
expressly deemed to effect execution of Attachments 1, 2, and 3. The
signatories hereto represent that they have been appropriately authorized to
enter into this Amendment No. 2 and Attachments 1, 2, and 3 on behalf of
da
the Party for whom they sign. Executed this j 14 _� y of March, 1999.
SOUTHERN CALIFORNIA EDISON COMPANY
APPROVED
BRYANT C. DANNER
Executive Vice President /
and General Counsel
By By
Attorney Richard . Rosenblum
Senior Vice President
CITY OF VERNON
By
orris C. Malbur ,Mayo
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
David B. Brearley, City Attofney
E
AMENDMENT NO. 3 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
AMENDMENT NO. 3 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
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PARTIES: This Amendment No. 3 is entered into by and between the
City of Vernon, California ("Vernon"), a municipal corporation, and
Southern California Edison Company ("Edison"), a California corporation,
hereinafter sometimes referred to collectively as the "Parties" and
individually as a `Party."
2 RECITALS: This Amendment No. 3 is made with reference to the
following facts, among others:
2.1 Edison and Vernon entered into the 1997 Restructuring Agreement
on September 16, 1997. Section 6.3.2 of the 1997 Restructuring
Agreement provided Vernon with a one time right to convert
transmission losses under the Existing Transmission Contracts to
ISO transmission losses.
2.2 On March 20, 1998 Edison and Vernon entered into Amendment.
No 1 to the 1997 Restructuring Agreement.
2.3 Amendment No. 1. to the 1997 Restructuring Agreement amended
Section 6.3.2 of the 1997 Restructuring Agreement and the
Existing Transmission Contracts to provide that, for a one year
period starting on the Date of ISO Operations, transmission losses
under the Existing Transmission Contracts would be converted to
the ISO transmission loss methodology. Section 6.3.2 as amended
also provided that, at the end of the one year period, the Parties
would amend the Existing Transmission. Contracts to restore the
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AMENDMENT NO. 3 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
previously existing transmission loss methodology and that Vernon
would thereafter have a one time right to convert the Existing
Transmission Contracts transmission loss methodology back to the
ISO transmission loss methodology on sixty days' written notice to
Edison.
2.4 By letter dated February 2, 1999 Vernon requested that the
transmission loss methodology in the Existing Transmission
Contracts be permanently converted to the ISO transmission loss
methodology. Therefore, the Parties wish to amend the Edison -
Vernon FTS Agreement as set forth in this Amendment No. 3.
3 AGREEMENT: In consideration of the covenants and conditions herein
and other good and valuable consideration, the Parties agree as follows.
4 DEFINITIONS: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms used
herein with initial capitalization that are not defined in the 1997
Restructuring Agreement shall have the meanings set forth in this
Section 4. The singular of any definition shall include the plural and the
plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as Edison's
FERC Rate.Schedule No. 359, as it may from time to time be
modified or superseded.
2
AMENDMENT NO. 3 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE AGREEMENT
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4.2 Amendment No. 3: This Amendment No. 3 to the Edison -Vernon
FTS Agreement.
4.3 Amendment No 1 to the 1997 Restructuring Agreement:
Amendment No. 1 to the 1997 Restructuring Agreement on file
with the Commission as Edison's FERC Rate Schedule No. 359.2.
4.4 Amendment No 2 to the 1997 Restructuring Agreement:
Amendment No. 2 to the Edison -Vernon 1997 Restructuring
Agreement to which this Amendment No. 3 is attached and
incorporated by reference as Attachment No. 1.
5 EFFECTIVE DATE: This Amendment No. 3 shall be effective on the
effective date of Amendment No. 2 to the 1997 Restructuring Agreement.
6 AMENDMENT:
6.1 Section 4.33 of the Edison -Vernon FTS Agreement is deleted in its
entirety.
6.2 Section 11 of the Edison -Vernon FTS Agreement is deleted in its
entirety and is replaced with the following:
"11. TRANSMISSION LOSSES: Transmissionlosses shall
be as determined by the ISO in accordance with the ISO
Tariff methodology for determining transmission losses.
Vernon shall be responsible for paying for or providing to the
ISO transmission losses in accordance with the ISO Tariff."
3
A-MENDMENT NO. 3 TO THE
EDISON-VERNON FIRM 'ITRANSMISSION SERVICE AGREEMENT
7 Signature Clause: In accordance with Section 7 of Amendment No. 2 to
the 1997 Restructuring Agreement, execution of Amendment No. 2 to the
1997 Restructuring Agreement is deemed to effect execution of this
Amendment No. 3.
i
AMENDMENT NO. 3 TO THE
EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
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AME'• 4DMENT NO. 3 TO THE
EDISON-VERNON
VICTORVILLE-LUGO FIF..M TRANSMISSION SERVICE AGREEMENT
1 PARTIES: This Amendment No. 3 is entered into by and between the
City of Vernon, California ("Vernon"), a municipal corporation, and
Southern California Edison Company ("Edison"), a California corporation,
hereinafter sometimes referred to collectively as the "Parties" and
individually as a "Party."
2 RECITALS: This Amendment No. 3 is made with reference to the
following facts, among others:
2.1 Edison and Vernon entered into the 1997 Restructuring Agreement
on September 16, 1997. Section 6.3.2 of the 1997 Restructuring
Agreement provided Vernon with a one time right to convert
transmission losses under the Existing Transmission Contracts to
ISO transmission losses.
2.2 On March 20, 1998 Edison and Vernon entered into Amendment.
No 1 to the 1997 Restructuring Agreement.
2.3 Amendment No. 1 to the 1997 Restructuring Agreement amended
Section 6.3.2 of the 1997 Restructuring Agreement and the
Existing Transmission Contracts to provide that, for a one year
period starting on the Date of ISO Operations, transmission losses
under the Existing Transmission Contracts would be converted to
the ISO transmission loss methodology. Section 6.3.2 as amended
also provided that, at the end of the one year period, the Parties
would amend the Existing Transmission Contracts to restore the
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AuVIENDMENT'10. 3 TO TIHE
EDISON-N ERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
previously existing transmission loss methodology and that Vernon
would thereafter have a one time right to convert the Existing
Transmission Contracts transmission loss methodology back to the
ISO transmission loss methodology on sixty days' written notice to
Edison.
2.4 By letter dated February 2, 1999 Vernon requested that the
transmission loss methodology in the Existing Transmission
Contracts be permanently converted to the ISO transmission loss
methodology. Therefore, the Parties wish to amend the Victorville-
Lugo FTS Agreement as set forth in this Amendment No. 3.
AGREEMENT: In consideration of the covenants and conditions herein
and other good and valuable consideration, the Parties agree as follows.
DEFINITIONS: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms used
herein with initial capitalization that are not defined in the 1997
Restructuring Agreement shall have the meanings set forth in this
Section 4. The singular of any definition shall include the plural and the
plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the Commission as Edisoes
FERC Rate. Schedule No. 359; as it may from time to time be
modified or superseded.
2
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AMENDMENT NO. 3 TO T 13E
EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
4.2 Amendment No. 3: This Amendment No. 3 to the Victorville-Lugo
FTS Agreement.
4.3 Amendment No 1 to the 1997 Restructuring Agreement:
Amendment No. 1 to the 1997 Restructuring Agreement on file
with the Commission as Edison's FERC Rate Schedule No. 359.2.
4.4 Amendment No 2 to the 1997 Restructuring Agreement:
Amendment No. 2 to the Edison -Vernon 1997 Restructuring
Agreement to which this Amendment No. 3 is attached and
incorporated by reference as Attachment No. 3.
5 EFFECTIVE DATE: This Amendment No. 3 shall be effective on the
effective date of Amendment No. 2 to the 1997 Restructuring Agreement.
6 AMENDMENT:
6.1 Section 4.24 of the Victorville-Lugo FTS Agreement is deleted in its
.entirety.
6.2 Section 8 of the Victorville-lugo FTS Agreement is deleted in its
entirety and is replaced with the following:
"8. TRANSMSSION LOSSES: Transmission losses shall
be as determined by the ISO in accordance with the ISO
Tariff methodology for determining transmission losses.
Vernon shall be. responsible for paying for or providing to the
ISO transmission losses in accordance with the ISO Tariff."
3
AMENDMENT NO. 3 TO THE
. EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
7 Signature Clause: In accordance with Section 7 of Amendment No. 2 to
the 1997 Restructuring Agreement, execution of Amendment No. 2 to the
1997 Restructuring Agreement is deemed to effect execution of this
Amendment No. 3.
4
AMENDMENT NO. 4 TO THE
EDISON-VERNON MEAD TRANSNIISSION SERVICE AGREEMENT
ti AMENDMENT NO. 4 TO THE
EhISON-VERNON MEAD TRANSMISSION SERVICE AGREEMENT
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1 PARTIES: This Amendment No. 4 is entered into by and between the
City of Vernon, California ("Vernon"), a municipal corporation, and
Southern California Edison Company ("Edison"), a California corporation,
hereinafter sometimes referred to collectively as the "Parties" and
individually as a "Party."
2 RECITALS: This Amendment No. 4 is made with reference to the
following facts, among others:
2.1 Edison and Vernon entered into the 1997 Restructuring Agreement
on September 16, 1997. Section 6.3.2 of the 1997 Restructuring
Agreement provided Vernon with a one time right to convert
transmission losses under the Existing Transmission Contracts to
ISO transmission losses.
2.2 On March 20, 1998 Edison and Vernon entered into Amendment.
No 1 to the 1997 Restructuring Agreement.
2.3 Amendment No. 1 to the 1997 Restructuring Agreement amended
Section 6.3.2 of the 1997 Restructuring Agreement and the
Existing Transmission Contracts to provide that, for a one year
period starting on the Date of ISO Operations, transmission losses
under the Existing Transmission Contracts would be converted to
the ISO transmission loss methodology. Section 6.3.2 as amended
also provided that, at the end of the one year period, the Parties
would amend the Existing Transmission Contracts to restore the
1
AMENDMENT NO. 4 TO THE
i EDISON-VE] tNON MEAD TRANSMISSION SERVICE AGREEMENT
2
3
previously existing transmission loss methodology and that Vernon
would thereafter have a one time right to convert the Existing
Transmission Contracts transmission loss methodology back to the
ISO transmission loss methodology on sixty days' written notice to
Edison.
2.4 By letter dated February 2, 1999 Vernon requested that the
transmission loss methodology in the Existing Transmission
Contracts be permanently converted to the ISO transmission loss
methodology. Therefore, the Parties wish to amend the Mead FTS
Agreement as set forth in this Amendment No. 4.
3 AGREEMENT: In consideration of.the covenants and conditions herein
and other good and valuable consideration, the Parties agree as follows:
4 DEFINITIONS: Terms used herein with initial capitalization shall have
the meanings set forth in the 1997 Restructuring Agreement. Terms used
herein with initial capitalization that are not defined in the 1997
Restructuring Agreement shall have the meanings set forth in this
Section 4. The singular of any definition shall include the plural and the
plural shall include the singular.
4.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement, on file with the. Commission as Edisoes
FERC Rate Schedule No. 359, as it may from time to time be
modified or superseded.
2
` 4 AIti1ENDMENT NO. 4 TO THE
EDISON-VERNON MEAD TRANSMISSION SERVICE AGREEMENT
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4.2 Amendment No. 4: This Amendment No. 4 to the Mead FTS
Agreement.
4.3 Amendment No 1 to the 1997 Restructuring Agreement:
Amendment No. 1 to the 1997 Restructuring Agreement on file
with the Commission as Edison's FERC Rate Schedule No. 359.2.
4.4 Amendment No 2 to the 1997 Restructuring Agreement:
Amendment No. 2 to the Edison -Vernon 1997 Restructuring
Agreement to which this Amendment No. 4 is attached and
incorporated by reference as Attachment No. 2.
5 EFFECTIVE DATE: This Amendment No..4 shall be effective on the
effective date of Amendment No. 2 to the 1997 Restructuring Agreement.
6 AMENDMENT:
6.1 Section 4.16 of the Mead FTS Agreement is deleted in its entirety.
6.2 Section 7 of the Mead FTS Agreement is deleted in its entirety and
is replaced with the following:
1c7. TRANSMISSION LOSSES: Transmission losses shall
be as determined by the ISO in accordance with the ISO
Tariff methodology for determining transmission losses.
Vernon shall be responsible for paying for or providing to the
ISO transmission losses in accordance with the ISO Tariff."
7 Signature Clause: In accordance with Section 7 of Amendment No. 2 to
the 1997 Restructuring Agreement, execution of Amendment No. 2 to the
3
AMENDMENT NO. 4 TO THE
EDISON-VERNON MEAD TRANSMISSION SERVICE AGREEMENT
1997 Restructuring Agreement is deemed to effect execution of this
Amendment No. 4.
1
4
EDISON-VERNON 1997 RESTRUCTURING
AGREEMENT
E ,
�t r
TABLE OF CONTENTS
sf r
Section Title Page
1. PARTIES...................................................................................................1
2. RECITALS.....w.........................................................................................1
3. AGREEMENT...........................................................................................3
4. DEFINITIONS.........................................................................................3
4.1 Agreement......................................................................................3
4.2 Ancillary Services ..........................................................................
4.3 CPUC...............................................................................................4
4.4 Control Area................................................................................... 4
4.5 Date of ISO Operations..................................................................4
4.6 Edison -Vernon FTS Agreement....................................................4
4.7 Effective Date.................................................................................5
4.8 End -Use Customer.........................................................................5
4.9 Existing Transmission Contracts..................................................5
4.10 FERC or Commission....................................................................5
4.11 Good Utility Practice.....................................................................5
4.12 ISO.................................................................................................5
4.13 ISO Tariff ....................................................................................... 6
4.14 Laguna Bell Substation.................................................................6
4.15 Mead FTS Agreement.................................................................... 6
4.16 Native Load.................................................................................... 6
4.17 Non -Integrated Sources................................................................. 6
4.18 Open Access Transmission Tariff :................................................. 6
4.19 Partial Requirements Rate ............................................................ 6
TABLE OF CONTENTS (cont.)
Section Title Page
4.20 Point of Interconnection.................................:..............................7
•
4.21 PX...................................... ............... ...............................
. 7
4.22 Regulatory Approval ......................................................................7
�. ry PP
4.23 Victorville-Lugo FTS Agreement...................................................7
5.
EFFECTIVE DATE OF AGREEMENT.................................:.................7
6.
TERMS OF AGREEMENT......................................................................9
6.1 Terminating Certain Contractual Arrangements ........................
9
6.2 Short Term Power Sales...............................................................10
6.3 Transmission Service....................................................................11
6.4 Ancillary Services..........................................................................15
6.5 Additional Consideration...............................................................17
7.
PROHIBITION AGAINST LITIGATION..............................................18
8.
NONPRECEDENT AND RESERVATION OF RIGHTS ......................19
9.
OTHER CONDITIONS..........................................................................20
10.
PREVIOUS COMMUNICATION...........................................................21
11.
NONSERVERABILITY.........................:................................................21
12.
COSTS OF FILING ................................................................................
21
13.
NONWAIVER...........................................................:.............................
22
14.
.....................
GOVERNING LAW AND REGULATIONS ••••••-•••••.........
22
15.
SIGNATURE CLAUSE..........................................................................
22
APPENDIX A - List of Contracts/Rate Schedules Terminated by
the Agreement
L'%'972200.097
TABLE OF CONTENTS (cont.)
Section Title
APPENDIX B - Provisions in Contracts/Rate Schedules that
Survive Termination
APPENDIX C - Amendment `No.1 to the Edison -Vernon Firm
Transmission Service Agreement
APPENDIX D - Amendment No. 2 to the Edison -Vernon Mead
Firm Transmission Agreement
APPENDIX E Amendment No. 1 to the Edison -Vernon
Victorville-Lugo Firm Transmission Service
Agreement
APPENDIX F Laguna Bell -Vernon Interconnection Service
Agreement
S R to
APPENDIX G -Firm Transmission ervzce s
7
LK'972200.097
Page
EDISON-VERNON 1997 RESTRUCTURING AGREEMENT
1. Parties
This agreement is entered into by and between the City of Vernon, California
("Vernon"), a municipal corporation, and Southern California Edison
Company ("Edison"), a California corporation, hereinafter sometimes referred
to -collectively as the "Parties," and individually as a "Party."
2. Recitals
This Agreement is made with reference to the following facts, among others:
2.1 Edison is an investor -owned public utility doing business in the State
of California and is subject to the jurisdiction of the FERC with respect
to the provision of electric service to Vernon.
_. 2.2 Vernon owns a municipal electric utility that it operates within, and as
part of, the Edison control area. Vernon owns capacity resources,
purchases capacity and energy requirements from Edison under the
Partial Requirements Rate, and purchases capacity and firm and non -
firm energy from third parties.
2.3 In 1995 and 1996, the CPUC conducted the Electric Restructuring
Proceeding, CPUC Docket No. R.94-04-031/I.94-04-032, resulting in
decisions providing for the restructuring of investor -owned electric
utility operations in California.
LW972190.075
2.4 The FERC is conducting proceedings in Docket Nos. ER96-1663, EC96-
19, and ER97-2355, which concern the terms and conditions that will
be applicable to such restructured electric utility operations.
2.5 The California State Legislature passed Assembly Bill ("A.B.") 1890,
which was signed into law by the Governor on September 20, 1996.
A.B. 1890 is codified in Sections 330ff of the California Public Utilities
Code (Supp. 1997). A.B. 1890 provides for restructuring of
investor -owned electric utility operations in California, and authorizes
and directs the CPUC and investor -owned utilities, to proceed to
restructure.
2.6 A.B. 1890 introduces competition and customer choice into California's
investor -owned electric utility industry. Two new institutions are
intended to accomplish the transition to the new marketplace. The
Independent System Operator (ISO) will assume operational control of
the transmission grid and the Power Exchange (PX) will inaugurate a
competitive spot market for electricity.
2.7 The terms of the current operating arrangements between Edison and
Vernon, including, but not limited to, integrated operating provisions
and rate schedules, are memorialized in a series of agreements,
settlements, and FERC filings.
2.8 The Parties desire to implement a new set of arrangements that
facilitate both Edison's and Vernon's entry into the new marketplace.
LW972190.075
-2-
Edison and Vernon believe the new arrangements fairly and equitably
recognize the obligations imposed on each Party by the existing
arrangements.
2.9 This Agreement is the result of negotiations between the Parties and is
meant to be considered as a whole. Each provision of this Agreement
is an important part of the total mutual consideration for the
Agreement.
3. Agreement
In consideration of the covenants and conditions herein and other good and
valuable consideration, the Parties agree as follows:
4. Definitions
Whenever used in this Agreement, the following terms, when initially
capitalized, shall have the meanings set forth in this Section 4. The singular
of any definition shall include the plural and the plural shall include the
singular.
4.1 Aereement: This Edison -Vernon 1997 Restructuring Agreement,
including all attachments and appendices hereto, and any subsequent
written amendments or modifications that are duly executed by the
Parties.
4.2 Ancillary Services: Regulation, Spinning Reserve, Non -Spinning
Reserve,. Replacement Reserve, Voltage Support, and Black Start as
those services are defined in the ISO Tariff or, if the ISO Tariff is
Lw972190.075 .3-
modified or terminated, any new or comparable services required by
the operator of the Control Area in which Vernon is located. Ancillary
Services do not include services voluntarily elected by Vernon but not
required by the Control Area operator of the Control Area in which
Vernon is located. Ancillary Services do not include transmission
losses or ISO grid management charges.
4.3 CPUC: The California Public Utilities Commission.
4.4 Control Area: An electric power system (or combination of electric
power systems) to which a common automatic generation control
scheme is applied in order to: (i) match generation with load within
the electric power system(s); (ii) maintain scheduled interchange with
other control areas, within the limits of Good Utility Practice; (iii)
maintain the frequency of the electric power system(s) within
reasonable limits in accordance with Good Utility. Practice; and (iv).
provide sufficient generating capacity to maintain operating reserves
in accordance with Good Utility Practice.
4.5 Date of ISO Operations: The date on which the ISO assumes
Operational Control, as that term is defined in the ISO Tariff, of
Edison's transmission facilities.
4.6 Edison -Vernon FTS Aereement: The Edison -Vernon Firm
Transmission Service Agreement between Edison and Vernon, on file
with the Commission as Edison's FERC Rate Schedule No. 272.
Lw973190.075 -4-
4.7 Effective Date: The date on which the Agreement becomes effective, as
defined in Section 5 of this Agreement.
4.8 End -Use Customer: A customer that takes final delivery -of electric
power and does not resell the power.
4.9 Existing Transmission Contracts: The Edison -Vernon FTS Agreement,
Mead FTS Agreement, and Victorville-Lugo FTS Agreement.
4.10 FERC or Commission: The Federal Energy Regulatory Commission, or
its successor.
4.11 Good Utility Practice: Any of the practices, methods, and acts
engaged in or approved by a significant portion of the electric utility
industry during the relevant time period, or any of the practices,
., methods, and acts which, in the exercise of reasonable judgment in
3
light of the facts known at the time the decision was made, could have
been expected to accomplish the desired result at a reasonable cost
consistent with good business practices, reliability, safety, and
expedition. Good Utility Practice is not intended to be any one of a
number of the optimum practices, methods, or acts to the exclusion of
all others, but rather to be acceptable practices, methods, or acts
generally accepted in the region.
4.12 ISO: The California Independent System Operator, as defined in the
ISO Tariff, or its successor.
LW972190.075 -5-
I -)
4.13 ISO Tariff: The ISO Operating Agreement and Tariff filed with the
Commission in Docket Nos. EC96-19 and ER96-1663, as it may from.
time to time be amended, revised, or superseded.
4.14 Laguna Bell Substation: Edison's 220/66/16kV substation located at
the intersection of Gage and Garfield Avenues in the City of
Commerce, California.
4.15 Mead FTS Agreement: The Edison -Vernon Mead Firm Transmission
Service. Agreement between Edison and Vernon, on file with the
Commission as Edison's FERC Rate Schedule No. 207.
4.16 Native Load: The electrical requirements of End Use Customers
located within Vernon's municipal boundaries.
4.17 Non -Integrated Sources: Those sources of electrical capacity and
associated energy defined in the Partial Requirements Rate as being
non-integrated sources.
4.18 Open Access Transmission Tariff: That Edison tariff currently on file
with the FERC in Docket No. OA97-602 as it may from time to time be
amended, revised, or superseded.
4.19 Partial Requirements Rate: That rate schedule R-7.7, currently on file
with FERC as Edison's FERC Rate Schedule No. 13.31, as it may from
time to time be amended, revised, or superseded.
LW972190.075 -6-
I
4.20 Point of Interconnection: The point where the 66kV electrical
conductors of Edison connect with those of Vernon at or near the city
limits of Vernon.
4.21 PX: The California Power Exchange Corporation, as defined in the
ISO Tariff, or its successor.
4.22 Re;rulatory Approval: A final order of the FERC approving this
Agreement without change or condition unacceptable to any Party.
Such order shall be deemed final when there are no further
administrative or legal appeals to such order available to any Party or
other participant.
4.23 Victorville-Lugo FTS Agreement: The Edison -Vernon Victorville-Lugo
Firm Transmission Service Agreement between Edison and Vernon, on
file with the FERC as Edison's FERC Rate Schedule No. 154.24.
5. Effective Date Of Agreement
. 5.1 Following execution by both Parties, Edison shall file this Agreement
with the FERC in a timely manner, and Vernon shall support Edison
in obtaining all necessary authorization and approval for this
Agreement.
5.2 This Agreement shall become effective on the later of the following
dates: (a) the Date of ISO Operations; or (b) the date on which the
FERC accepts the Agreement for filing; provided that, if the FERC
enters into a hearing to determine whether this Agreement is just and
Lw972190.075
-7-
reasonable, the Agreement shall not become effective until the date
when an order no longer subject to judicial review has been issued by
the Commission determining this Agreement to be just and reasonable
without changes or modifications unacceptable to either Party, as
further described in the following subsection.
5.3 Following an order of the FERC approving this Agreement, Edison and
Vernon shall review such order to determine if the FERC has changed
or modified a condition, deleted a condition, or imposed a new
condition in this Agreement. Within fifteen (15) business days after
the issuance of the FERC order, Edison and Vernon shall indicate to
each other their acceptance or rejection of the Agreement based upon
any changes required by the FERC. A failure to notify within that
f time frame will be equivalent to a notification of acceptance. If either
Party rejects the Agreement because the FERC has modified a
condition, deleted a condition, or imposed new conditions in this
Agreement, both Parties will be deemed to reject the Agreement and
the Parties shall attempt in good faith to renegotiate the teL and
conditions of this Agreement. Failure to resolve such changed, deleted,
modified, or new conditions to the satisfaction of Edison and Vernon
within thirty (30) days of the date of such FERC order and thereafter
to obtain Regulatory Approval of such resolution shall terminate this
LW972190.075 -8-
Agreement, including the agreements contained in all appendices
hereto.
6. Terms of Agreement
6.1 Terminating Certain Contractual Arrangements
Certain contracts and obligations of the parties shall be terminated in
accordance with the following:
6.1.1 On the Effective Date, each of the rate schedules identified in
Appendix A between the Parties shall be immediately canceled;
provided however, that the terms or provisions identified in
Appendix B survive the termination of the rate schedule; and
shall be unaffected by this Section 6.1. As noted in Appendix B,
Sections 4.3 and 5.1 of the 1993 Settlement survive this
_r termination; provided, however, that Edison shall not in any
way be liable to Vernon, financially or otherwise, for the
implementation or non -implementation of this provision.
6.1.2 Concurrent with the filing of this Agreement with the FERC,
Edison shall file with the FERC notices of cancellation for each
of the rate schedules identified in Appendix A, to be effective
consistent with this Agreement. Vernon shall not oppose the
notices of cancellation.
6.1.3 All payment obligations incurred but not satisfied under the
rate schedules identified in Appendix A as of the date of
LW972190.075
-9-
cancellation of such rate schedules, in accordance with
Section 6.1.2, shall survive cancellation. The Parties shall
attempt to resolve any billing disputes under the rate schedules
listed in Appendix A within 120 days following the effective date
of cancellation of such rate schedules. If the Parties are unable
to resolve any such disputes within the 120 day period, the
disputes may be submitted to arbitration in accordance with the
procedures set forth in Sections 18.1, 18.2, and 18.3 of the
Laguna Bell -Vernon Interconnection Service Agreement
attached as Appendix F hereto.
6.1.4 Except as provided in this Agreement, on the Effective Date,
Edison shall be relieved of its obligation to serve Vernon's
electric power load. Vernon shall be responsible for all
arrangements with the ISO, PX or other parties to schedule its
resources and to secure electricity to serve its load, and shall
bear all costs related to obtaining electric service except as
specifically provided in Section 6.4.
6.2 Short Term Power Sales
Edison agrees to provide 60 MW of firm capacity to Vernon for the
period October 1, 1997 through and including December 31, 1997.
Such capacity shall be made available as necessary to replace Vernon's
schedules of Non -Integrated Sources, if such schedules are interrupted
LW972190.075
9142
or curtailed for reasons beyond Vernon's control. This short term
power sale shall be made by way of a separate agreement pursuant to
the Western Systems Power Pool Agreement and Edison's Open Access
Transmission Tariff.
6.3 Transmission Service
The Parties desire to amend the Existing Transmission Contracts as
set forth herein. The purpose of these amendments is, among other
things, to separate the terms and conditions of service provided under
such contracts into (1) service between the Laguna Bell Substaton's
220kV bus and the Point of Interconnection, and (2) service between
the Laguna Bell Substation's 220kV bus and the points of delivery or
receipt, as defined in the Existing Transmission Contracts, as
f
amended.
6.3.1 'Vernon shall be responsible for arranging with the ISO
schedules under the Existing Transmission Contracts in
accordance with the ISO Tariff. Edison shall not be responsible
for schedules with the ISO under the Existing Transmission
Contracts on Vernon's behalf. Any provisions to the contrary in
the Existing Transmission Contracts are superseded by this
Agreement. The Parties shall cooperate in developing operating
instructions for the Existing Transmission Contracts to be
provided to the ISO, in accordance with the ISO Tariff, which
LW972190.075 -11-
preserve Vernon's rights and obligations with respect to
transmission service under the Existing Transmission
Contracts.
6.3.2 Vernon shall have the one-time right on written notice to Edison
to amend the Existing Transmission Contracts transmission loss
provisions to replace such provisions with the ISO Tariff
transmission loss provisions. Such amendment shall be
applicable to all Existing Transmission Contracts collectively.
The revised loss provisions shall be effective thirty (30) days
after the date of Vernon's notice to Edison. Edison shall
promptly file the applicable amendments with the Commission.
6.3.3 Notwithstanding any other provision of this Agreement, the
Laguna Bell -Vernon Interconnection Service Agreement or the
Existing Transmission Contracts, Vernon shall have the right to
terminate any or all of the Existing Transmission Contracts
effective midnight December 31, 2007, provided that Vernon
gives Edison irrevocable notice in writing of its intent to exercise
such right on or before October 1, 2007. The existing Pacific
Intertie Agreement, Edison's FERC Rate Schedule No. 4.0,
terminates under its terms on July 31, 2007. If the Parties to
the Pacific Intertie Agreement extend the July 31, 2007 date,
and such extension is accepted by the FERC, the dates specified
Lw972190.075 41-
F
above shall be extended by the same length of time; provided
however; that such extension shall not exceed one year. If
Vernon elects to terminate all of the Existing Transmission
Contracts, Vernon may also elect to terminate the Laguna ,
Bell -Vernon Interconnection Service Agreement at the same
time
6.3.4 The Existing Transmission Contracts are hereby amended as set
forth in Amendment No. 1 to the Edison -Vernon Firm
Transmission Service Agreement, Amendment No. 2 to the
Mead Firm Transmission Service Agreement, and Amendment
No. 1 to the Victorville-Lugo Firm Transmission Service
Agreement, attached hereto and incorporated herein as
Appendices C, D, and E, respectively.
6.3.5 Edison agrees to provide, and Vernon agrees to take,
transmission service between Laguna Bell Substation and the
Point of Interconnection, and to interconnect Vernon's
distribution facilities with Edison in accordance with the
Laguna Bell -Vernon Interconnection Service Agreement
attached hereto and incorporated herein as Appendix F.
6.3.6 The Parties agree that the rates for transmission service under
the Existing Transmission Agreements shall be as shown in
LW972190.075
-1=-
Appendix G. The effective date of any change in these rates
shall not be before January 1, 2003.
6.3.7 The initial monthly rate for service under the Laguna Bell -
Vernon Interconnection Service Agreement for the facilities
shown in Appendix F shall be $23,250. The effective date of any
change in this rate shall not be before January 1, 2008;
provided, however, that Edison may file to increase such rate,
beginning January 1, 2003, to include the full incremental
revenue requirement allocable to Vernon for any additions,
replacements, or improvements to the facilities shown in
Appendix F, Attachments A and B.
6.3.8 Except as provided in Section 6.3.7, and notwithstanding any
other provisions in any other contract between the Parties,
neither Party may file with the Commission pursuant to Section
205 or 206 of the Federal Power Act to seek a change in
transmission rates during the time periods set forth in .
Sections 6.3.6 and 6.3.7. Each Party reserves whatever rights it
has to seek changes in such rates effective at the end of the
respective time periods.. This Agreement shall not be construed
as an admission by either Party of the correctness or validity of
any transmission ratemaking methodology or change in such
methodology.
Lw9 72190.075
-14-
a
6.4 Ancillary Services
Beginning on the Effective Date, Edison shall have no further
obligation to obtain Ancillary Services for Vernon. Edison shall pay
Vernon for Ancillary Services acquired by Vernon and required to
serve Vernon's Native Load in accordance with the following:
6.4.1 For a one-year period beginning on the Effective Date, Edison
shall pay to Vernon the full cost of Ancillary Services required
for Vernon's Native Load determined in accordance with Section
6.4.3.
6.4.2 For the period beginning one year after the Effective Date
through midnight January 31, 2007, Edison shall pay to Vernon
forty-eight percent (48%) of the cost of AncillaryServices
3
required for Vernon's Native Load determined in accordance
with Section 6.4.3.
L,W972 190.075
6.4.3 By the tenth day of the next month, Vernon shall provide to
Edison, in a format acceptable to both Parties, an accounting
showing for each hour of the preceding month: (i) Vernon's
Native Load; (ii) the ISO price for each Ancillary Service
required for Vernon's Native Load; and (iii) the product of
Vernon's Native Load and the price for each Ancillary Service
required for Vernon's Native Load. The Parties shall use the
ISO day ahead market price for each Ancillary Service for
-1s-
LW972 190.075
purposes of determining Edison's payments in accordance with
this Section 6.4.
6.4.4 Vernon shall submit bills to Edison for Ancillary Services as
determined in accordance with this Section 6.4 and Edison shall
pay such bills in accordance with the following:
6.4.4.1 Along with the accounting required in Section 6.4.3
Vernon shall render a bill to Edison for such Ancillary
Services. Edison shall pay such bill no later than
twenty days after receipt thereof.
6.4.4.2 Payments as required by Section 6.4.4.1 that are not
made in full by Edison by said due date shall
thereafter accrue interest at the rate of ten (10) .
percent per annum, or the maximum amount which is
otherwise legally authorized, whichever is less, of the
unpaid balance prorated by the number of days until
payment is made.
6.4.4.3 In the event Edison desires to dispute all or any part
of any bill submitted by Vernon pursuant to this
Section 6.4, Edison shall nevertheless pay the full
amount of the bill when due. Edison shall give
notification to Vernon in writing stating the grounds
for the dispute and the amount in dispute. Interest at
SM
ten (10) percent per annum, or the maximum amount
which is otherwise legally authorized, whichever is
less, shall be added to any adjustment amount upon
settlement of the -dispute.
6.4.4.4 Edison shall have the right to audit Vernon's books
and records relating to such bills, upon reasonable
notice to Vernon, during normal business hours. Such
audits shall be conducted no more frequently than
once every 12 months and shall be for a period no
longer than 18 months prior to the date the audit
commences, provided that Edison shall not have the
right to audit the same bill twice. Any adjustment to a
bill as the result of such audit shall bear interest at
ten (10) percent per annum, or the maximum amount
which is otherwise legally authorized, whichever is
less.
6.5 Additional Consideration
As additional consideration for this Agreement, Edison shall pay
Vemon the sum of two million five hundred seventy-five thousand
dollars ($2,575,000) as follows: Within thirty (30) days of the Effective
Date, Edison shall pay Vernon two million seventy-five thousand
dollars ($2,0 75,000). Edison shall pay Vernon an additional two
Lw972190.075
-17-
hundred fifty thousand dollars ($250,000) on January 2, 2003, and on
January 2, 2004.
7. Prohibition Against Litigation.
7.1 No Party shall institute, maintain, or prosecute any action, or make
any claim or contention in any action, under the Federal Power Act,
the Atomic Energy Act, at law, or in equity, against any other Party,
the Nuclear Regulatory Commission, the California Public Utilities
Commission, or FERC, based in whole or in part on the filing of this
Agreement, other than to advise a court or regulatory agency of the
terms of this Agreement. This prohibition includes, but is not limited
to, the initiation, maintenance, prosecution, or participation in any
suit or action before a state or federal court or regulatory agency,
under any laws, federal or state, including antitrust laws (for example,
Sherman Antitrust Act, Clayton Act, the Robinson-Patman Act,
Federal Trade Commission Act or State antitrust provisions, price
discrimination, or related laws). These prohibitions. include any claim
based on FERC practices or procedures.
7.2 The Parties understand and intend that the prohibition described in
Section 7.1 extends to claims which a Party does not know or suspect
to exist in its favor at the time of executing this Agreement, which, if
known by the Party, would have materially affected its settlement
LW972190.075 -i s-
with the other Party. In this regard, the parties hereby waive
application of California Civil Code Section 1542.
7.3 The Parties have read and understand the following provisions of
California Civil Code Section 1542:
"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
may have materially affected his settlement with the
debtor."
The Parties understand and acknowledge that the significance and
consequence of this waiver of California Civil Code Section 1542 is
that even if they should eventually suffer additional damages arising
out of the facts referred to in this Agreement, they will not be able to
make any claim for those damages. Furthermore, the Parties
acknowledge that they intend these consequences. even as to claims for
damages that may exist as of the date of this Agreement but which
they do not know exist, and which, if known, would materially affect
their decision to execute this Agreement, regardless of whether their
lack of knowledge is the result of ignorance, oversight, error,
negligence, or any other cause.
8. Nonyrecedent And Reservation Of Rights
8.1 The Parties intend that none of the principles, methodologies,
quantities, and/or amounts underlying or embodied in this Agreement
LW972190.075
-19-
t
shall be deemed by the FERC, the CPUC; any court or other
administrative agency (state or federal), any Party hereto.; or any third
party as precedent in any proceeding or litigation except to the extent
specifically stated herein. The Parties have assented to the terms of
this Agreement in order to facilitate the transition to the new electric
energy marketplace.. Each Party expressly reserves the right to
advocate in current and future proceedings, principles, positions, and
methodologies which may be- different from those underlying this
Agreement, except where participation in such proceedings is
prohibited by Section 7, and the Parties expressly declare that this
Agreement should not be construed as a precedent for or against either
of them in such advocacy.
t
9. Other Conditions
9.1 This Agreement is conditioned expressly upon obtaining Regulatory
Approval, as set forth in Section 5.
9.2 This Agreement is made upon the explicit understanding that it
constitutes a negotiated agreement and that all prior offers and
discussions relating thereto are and shall be privileged and shall be
without prejudice to the position of any Party. In the event the FERC
does not accept this Agreement as set forth in Section 5, it shall be
deemed withdrawn and shall not constitute part of the record in any
proceeding or be used for any other purpose.
LW972190.075 -20-
t
9.3 Neither Party to this Agreement shall have a right to withdraw from
i this Agreement unless and until the FERC enters an order
disapproving or conditioning this Agreement as -filed.
9.4 This Agreement, whether or not approved, shall not be offered as an
admission in any legislative, administrative, regulatory, or judicial
proceeding (except for the purpose of requiring or enforcing compliance
with this Agreement) and shall not constitute an adjudication of any
question of law or fact for or against any Party.
10. Pre,.pious Communication
This Agreement contains the entire agreement and understanding between
the Parties as to the subject matter of this Agreement, and supersedes all
prior agreements, commitments, representations, and discussions between
the Parties relative to the subject matter of this Agreement.
11. Nonseverability
The Parties understand and agree that this Agreement is subject to each and
every condition set forth herein, and that each term of this Agreement is in
consideration and support of every other term.
12. Costs of Filing
Edison shall pay the filing fees, if any, required for the filing of this
Agreement with the FERC.
LW972190.075 -'-'-1-
13. Nonwaiver
The failure of the Party promptly to insist in any one 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.
14. Governing Law And Regulations
This Agreement shall be interpreted, governed, and construed under the laws
of the State of California, as if executed in and to be performed wholly within
the State of California, and, insofar as applicable, in accordance with the
Federal Power Act.
}
15. Signature Clause
Appendices A-G attached hereto are incorporated into this Agreement by
reference. The execution below of this Agreement is expressly deemed to
effect the execution of Appendices C-E. The signatories hereto represent that
they have been appropriately authorized to enter into this Agreement and
Appendices C-E on behalf of the Party for whom they sign.
LW972190.075 -211-
IN WITNESS WHEREOF, the Parties execute this Agreement as of the
4—day of , 1997.
3y
SOUTHERN CALIFORNIA EDISON COMPANY
By
BRYANT C. DANNER
17
Senior Vice president Vikram S. Budhraja
and General Counsel Senior Vice President
I
3
CITY OF VERNON..
A-
ATTEST:
7 •�� ,
BRUCE V. NLALKENHORST, City Clerk
APPROVED AS TO FORM.
J- 12
DAVID B. BREAR.LEY, City Atto ey
LA'9 73190.0 73
,;_
i
-� APPENDIX A
LIST OF CONTRACTS/RATE SCHEDULES
TERMINATED BY THE AGREEMENT
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APPENDIX B
PROVISIONS IN CONTRACTS/RATE SCHEDULES
THAT SURVIVE TERMINATION
LW973190.075
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APPENDIX C
AMENDMENT NO. l TO THE
EDISON-VERNON
FIRM TRANSMISSION SERVICE AGREEMENT
LW9 7 3190.075
AMENDMENT NO. 1 TO THE
EDISON-VERNON FIRM TR.A.NSMISSION SERVICE
AGREEMENT
LW972210.001
. AMENDMENT NO. 1 TO THE
EDISON-VERNON FIRM TRANSMISSION SERVICE
AGREEMENT
1. PARTIES: The Parties to this Amendment are the City of Vernon
("Vernon"), a municipal corporation of the State of California and
Southern California Edison Company ("Edison"), a California
Corporation, hereinafter sometimes referred to individually as "Party"
and collectively as "Parties."
2. RECITAL: This Amendment is entered into as part of and in
consideration of the 1997 Restructuring Agreement.
3. DEFINITIONS: Terms used herein with initial capitalization shall
have the meanings set forth in the Edison -Vernon FTS Agreement or
the 1997 Restructuring Agreement. The following terms when used
herein with initial capitalization shall have the following meanings:
3.1 1997 Restructuring Agreement: The Edison -Vernon 1997
Restructuring Agreement to which this Amendment is attached
as Appendix C and incorporated therein by reference.
3.2 Amendment: This Amendment No. 1 to the Edison -Vernon FTS
Agreement.
3.3 Edison -Vernon FTS Agreement: The Edison -Vernon Firm
Transmission Service Agreement between Edison and Vemon,
LW972210.001
- 1 -
4.
5.
on file with the Commission as Edison's FERC Rate Schedule
No. 272.
EFFECTIVE DATE:
This Amendment shall become effective on the effective date of the
1997 Restructuring Agreement; provided, however, that, if upon filing
of the 1997 Restructuring Agreement, the Commission enters into a
hearing to determine whether this Amendment or the 1997
Restructuring Agreement is just and reasonable, it shall not become
effective until the date when an order no longer subject to judicial
review has been issued by the Commission determining this
Amendment and the 1997 Restructuring Agreement to be just and
reasonable without changes or new conditions unacceptable to either
Party.
AMENDMENT:
5.1 Section 4 of the Edison -Vernon FTS Agreement is amended to
include the definitions for terms defined in the 1997
Restructuring Agreement for terms used herein with initial
capitalization to the extent they are not defined in the
Edison -Vernon FTS Agreement.
5.2 Section 4.30 of the Edison -Vernon FTS Agreement is deleted in
its entirety and is replaced with the following:
LW972210.001
-2-
"4.30 Vernon City Gate: The points at which the
220/66 kV transformer bank circuit breakers at
Laguna Bell Substation are connected to the north
and south 220 kV busses."
5.3 Section 6.2 of the Edison -Vernon FTS Agreement shall be
suspended in its entirety for the period in which Vernon does
not take service from Edison between Midway and the Sylmar
Switching Station as set forth in Section 5.5.
5.4 For the period January 1, 1998 through midnight
December 31, 2002, the firm transmission service provided in
accordance with Section 7.1.2 of the Edison -Vernon FTS
Agreement between Sylmar Switching Station and the Vernon
City Gate shall increase from 60 MW to 93 MW, provided,
however, that after such period service between Sylmar
Switching Station and the Vernon City Gate shall decrease to
60 MW.
5.5 Notwithstanding any other provisions of the Edison -Vernon FTS
Agreement, for the period beginning January 1, 2000 through
December 31, 2007, firm transmission service provided in
Lw972210.001
accordance with Section 7.1.2 of the Edison -Vernon FTS
Agreement, shall be limited to service between the Sylmar
Switching Station and the Vernon City Gate; provided, however,
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that after such period service shall revert back to the amounts
and transmission paths originally set forth in Section 7.1.2.
5.6 Section 12.1 of the Edison -Vernon FTS Agreement shall be
deemed to be revised to change the reference from "...60,000
kW for service between the Sylmar Switching Station and the
Vernon City Gate." to "...93,000 kW for service between the
Sylmar Switching Station and the Vernon City Gate" for the
period set forth in Section 5.4. After the period set forth in
Section 5.4, the original amount of 60,000 kW shall be applied.
5.7 For the period set forth in Section 5.5, Section 12.1 of the
Edison -Vernon FTS Agreement shall be deemed to be revised to
delete any charge for service between Midway Substation and
Vincent Substation. After the period, set forth in Section 5.5, the
original terms for charges for service between Midway
Substation and Vincent Substation shall be deemed to be
reinstated.
5.8 Sections 12.4 through 12.6 of the Edison -Vernon FTS
Agreement are deleted in their entirety; provided, however, that
in the event Edison is required to perform scheduling or
dispatching services for Vemon, Edison reserves the right to file
charges to recover the costs of such service with the Commission
pursuant to Section 205 of the Federal Power Act. Nothing
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herein is intended to restrict Vernon's right to oppose such
filing.
5.9 Section 12.7 of the Edison -Vernon FTS Agreement is deleted in
its entirety.
5.10 Except as provided in Section 5.8, Section 13.1 of the
Edison -Vernon FTS Agreement is hereby amended to delete any
reference to scheduling and dispatching service or energy
provided in accordance with Section 12.7.
5.11 On the effective date of this Amendment, transmission losses
under Section 11.1 of the Edison -Vernon FTS Agreement shall
be 1.15% on the Sylmar Switching Station -Vernon City Gate
transmission path, 2.24% on the Midway Substation -Vernon
City Gate transmission path, and.3.27% on the Midway
Substation -Sylmar Switching Station -Vernon City Gate
transmission path. Such transmission losses shall be subject to
change in accordance with Sections 11.1 and 16 of the Edison -
Vernon FTS Agreement.
5.12 Section 7.1.1 of the Edison -Vernon FTS Agreement is deleted in
its entirety and is replaced with the following:
LW972210.001
"7.1.1 Vernon shall have the right to use the .firm
bidirectional transmission service provided
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hereunder (i) to engage in capacity and/or energy
transactions for its own account, (ii) to make sales
or exchanges of capacity and/or energy to a Third
Party or broker or marketer, receiving or selling
capacity or energy to a Third Party, at a
Scheduling Point, and (iii) to sell or assign
transmission service in accordance with the
provisions of Section 22 between a Point of Receipt
and a Point of Delivery to a Third Party, or broker,
or marketer, -receiving or buying capacity or energy
from and delivering or selling capacity or energy to
a Third Party."
5.13 If Vernon becomes a Participating Transmission Owner, as that
term is defined in the ISO Tariff, and converts its transmission
service rights under the Edison -Vernon FTS Agreement to
Converted Rights, as defined in the ISO Tariff and in
accordance with Section 2.4.4 of the ISO Tariff, then
Section 4.26 of the Edison -Vernon FTS Agreement shall be
amended to be consistent with the definition of entities eligible
to purchase transmission service from the ISO as set forth in the
ISO Tariff.
LW9712210.001 - 6 -
APPENDIX D
AMENDMENT NO. 2 TO THE
EDISON-VERNON MEAD FIRM TRANSMISSION SERVICE
AGREEMENT
LW972 190.075
i
AMENDMENT NO.2 TO THE
EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
LW972210.001
5.5 Except as provided in Section 5.4, Section 9.1 of the Mead FTS
Agreement is hereby amended to delete any reference to
scheduling and dispatching service.
5.6 On the effective date of this Amendment, transmission losses
under Section 7.4 of the Mead FTS Agreement shall be 3.90%.
Such transmission losses shall be subject to change in
accordance with Sections 7.4 and 11 of the Mead FTS
Agreement.
5.7 Section 6:6 of the Mead FTS Agreement is deleted in its entirety
and is replaced with the following:
"6.6 Vernon may schedule capacity and/or energy
in accordance with this Agreement between a Point
of Receipt and a Point of Delivery for its own
account or on behalf of a Third Party."
5.8 Section 7.2 of the Mead FTS Agreement is deleted in its
entirety.
5.9 Wherever. used in the Mead FTS Agreements, references to
Vernon City or Vernon City limits Point of Receipt or Point of
Delivery shall be deemed to refer to the points at which the
220/66 kV transformer bank circuit breakers at Laguna Bell
Substation are connected to the north and south 220 kV busses.
LW972210.001
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5.10 If Vernon becomes a Participating Transmission Owner, as that
term is defined in the ISO Tariff, and converts its transmission
service rights under the Mead FTS Agreement to Converted
Rights, as defined in the ISO Tariff and in accordance with
Section 2.4.4 of the ISO Tariff, then Section 4.11 of the Mead
FTS Agreement shall be amended to be consistent with the
definition of entities eligible to purchase transmission service
from the ISO as set forth in the ISO Tariff.
LW972210.001
APPENDIX E
AMENDMENT NO. 1 TO THE
EDISON-VERNON VICTORVILLE-LUGO
FIRM TRANSMISSION SERVICE AGREEMENT
LW972 190.075
AMENDMENT NO. 1 TO THE
- EDISON-VER-NON VICTORVILLE-LUGO .
FIRM TRANSMISSION SERVICE AGREEMENT
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1. PARTIES: The Parties to this Amendment are the City of Vernon
("Vernon"), a municipal corporation of the State of California and
Southern California Edison Company ("Edison"), a California
Corporation, hereinafter sometimes referred to individually as "Party"
and collectively as "Parties."
2. RECITAL: This Amendment is entered into as part of and in
consideration of the 1997 Restructuring Agreement.
3. DEFINITIONS: Terms used herein with initial capitalization shall
have the meanings set forth in the Victorville-Lugo FTS Agreement or
the 1997 Restructuring Agreement. The following terms when used.
herein with initial capitalization shall have the following meanings:
3.1. 1997 Restructurine Agreement: The Edison -Vernon 1997
Restructuring Agreement to which this Amendment is attached
as Appendix E and incorporated therein by reference.
3.2. Amendment: This Amendment No. 1 to the Victorville-Lugo
FTS Agreement.
3.3 Victorville-LuLyo FTS Agreement: The Edison-Vemon
Victorville-Lugo Firm Transmission Service Agreement between
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Edison and Vernon, on file with the Commission as Edison's
l� FERC Rate Schedule No. 154.24.
4. EFFECTIVE DATE:
This Amendment shall become effective on the effective date of the
1997 Restructuring Agreement; provided, however, that, if upon filing
of the 1997 Restructuring Agreement, the Commission enters into a
hearing to determine whether this Amendment or the 1997
Restructuring Agreement is just and reasonable, it shall not become
effective until the date when an order no longer subject to judicial
review has been issued by the Commission determining this
Amendment and the 1997 Restructuring Agreement to be just and
reasonable without changes or new conditions unacceptable to either
Party.
5. AMENDMENT:
5.1 Section 4 of the Victorville-Lugo FTS Agreement is amended to
include the definitions for terms defined in the 1997
Restructuring Agreement for terms used herein with initial
capitalization to the extent they are not defined in the
Victorville-Lugo FTS Agreement.
5.2 Section 4.21 of the Victorville-Lugo FTS Agreement is deleted in
its entirety and is replaced with the following:
LW972210.001 - 2
"4.21 Vernon City Gate: The points at which the
220/66 kV transformer bank circuit breakers at
Laguna Bell Substation are connected to the north
and south 220 kV busses."
5.3 The following provisions set forth in the Victorville-Lugo FTS
Agreement are amended as follows:
5.3.1. Section 6.2, is deleted in its entirety and replaced as
follows: .
6.2 Beginning on the effective date of this Agreement
or October 1, 1996, whichever is later, and
continuing through December 31, 2002, Edison
shall provide, and Vemon shall purchase, an
additional 64 MW of bidirectional firm
transmission service between the Point of Receipt
and the Point of Delivery in accordance with this
Agreement.
5.3.2. Section 6.2.1.1, is deleted in its entirety and replaced as
follows:
6.2.1.1 Notice of election of extension shall be made to
Edison in writing prior to October 1, 2002, unless
Edison requires an early election pursuant to
Section 6.2.2 below;
LW972210.001
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5.3.3. Section 6.2.1.2, is deleted in its entirety and replaced as
follows:
6.2.1.2 Such extension shall be effective beginning on
January 1, 2003;
5.3.4. Section 6.2.2, is deleted in its entirety and replaced as
follows:
6.2.2 If a competing use for transmission is identified
prior to July 3, 2002, which would impair Edison's
ability to provide such extension to Vernon, then
Edison may so notify Vernon and require Vernon to
exercise its one-time election to extend the term of
such 64 MW of transmission service or any whole
MW part thereof as follows:
5.3.5. Section 6.2.2.2, is deleted in its entirety and replaced as
follows:
6.2.2.2 Edison shall not provide such notification prior to
October 1, 2000;
5.3.6. Section 6.2.2.5, is deleted in its entirety and replaced as
follows:
6.2.2.5 Such extension shall be effective beginning on
January 1, 2003;
LW976 2210.001 •4 -
5.4 Sections 9.4 through 9.6 of the Victorville-Lugo FTS Agreement
are deleted in their entirety; provided, however, that in the
event Edison is required to perform scheduling or dispatching
services for Vernon, Edison reserves the right to file charges to
recover the costs of such service with the Commission pursuant
to Section 205 of the Federal Power Act. Nothing herein is
intended to restrict Vernon's right to oppose such filing.
5.5 Except as provided in Section 5.4, Section 10.3 of the Victorville-
Lugo FTS Agreement is hereby amended to delete any reference
to scheduling and dispatching.service.
5.6 On the effective date of this Amendment, transmission losses
A under Section 8.1 of the Victorville-Lugo FTS Agreement shall
be 1.66%. Transmission losses under Section 8.2 of the
Victorville-Lugo FTS Agreement shall be 1.58%. Such
transmission losses shall be subject to change in accordance
with Sections 8.3 and 13 of the Victorville-Lugo FTS Agreement.
5.7 Section 6.3 of the Victorville-Lugo FTS Agreement is deleted in
its entirety and is replaced with the following:
"6.3 Vernon shall have the right to use the firm
bidirectional transmission service provided
hereunder W to engage in capacity and/or energy
LW972210.001 - 5 -
transactions for its own account, (ii) to make sales
or exchanges of capacity and/or energy to a Third
Party, receiving or buying capacity or energy from
and delivering or selling capacity or energy to a
Third Party, at the Point of Receipt or Point of
Delivery, and (iii) to sell or assign transmission
service in accordance with the provisions of Section
17 between a Point of Receipt and a Point of
Delivery to a Third Party, receiving or buying
capacity or energy from and delivering or selling
capacity or energy to a Third Party."
5.8 Section 6.4 of the Victorville-Lugo Agreement is deleted in its
r
entirety.
5.9 If Vernon becomes a Participating Transmission Owner, as that
term is defined in the ISO Tariff, and converts its transmission
service rights under the Victorville-Lugo FTS Agreement to
Converted Rights, as defined in the ISO Tariff and in
accordance with Section 2.4.4 of the ISO Tariff, then
Section 4.18 of the Victorville-Lugo FTS Agreement shall -be
amended to be consistent with the definition of entities eligible
to purchase transmission service from the ISO as set forth in the
ISO Tariff.
Lw972210.001 - 6 -
1-4
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LW972190.075
APPENDIX G
FIRM TRANSMISSION SERVICE RATES
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SOUTHERN CALIFORNIA EDISON COMPANY
Firm Transmission Service Rates*
City of Vernon
FERC Rate
Schedule
Number
Description
units
Rate"
154 Edison -Vernon Victorville-Lugo Midpoint $ikW-mo 0.54
207 Edison - Vernon Mead $/MW- 1,091
mo
272 Edison Vernon PDCl/COTP
Midway -- Vincent $/kW-yr 4.19
Sylmar -- City of Vernon $/kW-yr 3.89
Vincent -- City of Vernon $/kW-yr 4.54
Vincent -- Sylmar $/kW-yr 4.19
* Transmission rates effective through December 31, 2002, pursuant to the
Edison -Vernon 1997 Restructuring Agreement.
** Based on rates pending at FERC in Docket No. ER97-3880-000, excluding
costs associated with the 220/66 kV transformation at Laguna Bell and the
Laguna Bell to the City of Vernon facilities.
LW 972570.001
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CONFORMED
EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
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EDISON -VE RNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
TABLE OF CONTENTS
Section
Title
1
PARTIES
2
RECITALS
3
AGREEMENT
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DEFINITIONS
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TERM
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TRANSMISSION SERVICE
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TRANSMISSION LOSSES
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CHARGES
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BILLING AND PAYMENT
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LIABILITY
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REGULATORY AUTHORITY
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AUTHORIZED 'REPRESENTATIVES
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NO DEDICATION OF FACILITIES
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NO THIRD PARTY RIGHTS
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UNCONTROLLABLE FORCES
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ASSIGNMENTS
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GOVERNING LAW
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ARBITRATION
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NOTICES
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SIGNATURE CLAUSE
EXHIBIT A
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EDISON-VERNON
MEAD FIRM TRANSMISSION SERVICE AGREEMENT
1. PARTIES: The Parties to this Agreement are the CITY OF
VERNON ("Vernon"), a municipal corporation of the State of
California and SOUTHERN CALIFORNIA EDISON COMPANY, a
California Corporation ("Edison"), hereinafter sometimes
referred to individually as "Party" and collectively as
"Parties".
2. RECITALS: This Agreement is made with reference to the
following facts, among others:
2.1 Edison is a utility engaged in the business of
generating and transmitting electric energy in the States of
Arizona, California, Nevada, and New Mexico. Edison is
further engaged in the business of distributing such energy in
California.
2.2 Vernon is a municipality engaged in the business of
generating and distributing electric energy and presently
purchases from Edison a portion of its needs for electric
capacity and energy, for resale and for its own use, under
resale rate schedules filed by Edison with the FERC.
2.3 On November 8, 1983, Edison filed its 1984 General
Rate Case with the FERC (Docket No. ER84-75), a part of which
included Special Condition No. 12•of the FERC Time of Use
Resale Rate Schedule which provides that Vernon may utilize
Non -Integrated Sources subject to proper notice.
2.4 On January 6, 1987, Vernon executed a..Hoover Power
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Sales Contract for the purchase by Vernon of capacity and
associated energy made available from the expanded Hoover
Power Plant, and, as indicated in Vernon's June 27, 1985
notice to Edison, desires to use Vernon's contingent capacity
and associated energy as a Non -Integrated Source pursuant to
Special Condition No. 12.
2.5 Vernon desires to purchase firm transmission
service from the Point of Receipt to the Point of Delivery.
Edison is willing to provide firm transmission service for
Vernon's allocation of contingent capacity and associated
energy from Hoover. Such firm transmission service will be
provided in accordance with terms and conditions specified
herein.
3. AGREEMENT: The Parties agree as follows:
4. DEFINITIONS: The following terms, when used herein with
initial capitalization, whether in the singular or the plural,
shall have the meanings specified:
4.1 Agreement: This Edison -Vernon Mead Firm
Transmission Service Agreement.
4.2 Authorized Representative: The representative of a
Party designated in accordance with Section 12.
4.3 CPUC: California Public Utilities Commission.
4.4 Control Area: All or part of a Party's electric
generation resources, transmission facilities, •and
distribution facilities, or a combination thereof with those
of Third Parties, to which a common automatic generation
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control scheme is applied.
4.5 FERC: Federal Energy Regulatory Commission.
4.6 Hoover: The power plant at Hoover Dam, consisting
of seventeen (17) main generating units and appurtenant
facilities for which the power marketing responsibility is
under the administrative jurisdiction of Western.
4.7 Hoover Power Sales Contract: The Western -Vernon
Contract No. DE-MS65-86WP39587, dated February 6, 1987. A
copy of said contract is attached heretoas Exhibit A.
4.8 Mead Substation: The 220-kV bus at Mead Substation
where the 220-kV facilities of Edison interconnect with the
220-kV facilities of Third Parties.
4.9 Point of Delivery: The point of connection at which
Edison makes available schedules of electrical capacity and
deliveries of associated energy from Western for Vernon's
account. The Point of Delivery for this Agreement shall be
the point where the 66-kV facilities of Edison connect with
the 66-kV facilities of Vernon at the City limits of the City
of Vernon.
4.10 Point of Receipt: A point of interconnection at
which Edison accepts schedules of electrical capacity and
deliveries of associated energy from Western for Vernon's
account. The Point of Receipt for this Agreement shall be
Mead Substation, t ;'� ;
4.11 Third Party: An electric utility, pool or
generating agency not a party to this Agreement.
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4.12 Transmission Capability: -The transfer ability,
expressed in megawatts, of transmission facilities available
to Edison to transmit Edison's and all transmission service
purchasers' electrical energy from the Point of Receipt to the
Point of Delivery, which is determined, in the sole judgment
of the operator of such facilities, to be the maximum energy
transfer ability of the transmission facilities under
electrical system conditions existing at the time consistent
with prudent operating procedures and generally accepted
utility operating practices in the State of California.
4.13 Transmission Capacity: The transfer ability,
expressed in megawatts, of transmission facilities available
to Edison to transmit Edison's and all transmission service
purchasers' electrical energy from the Point of Receipt to the
Point of Delivery which, from time to time, is determined, in
the sole judgment of the operator of such facilities, to be
the maximum electrical energy transfer ability of such
facilities which is consistent with prudent operating
procedures and with generally accepted utility practices in
the State of California.
4.14 gyrating Program: The program authorized by
Section 101(a) of the Hoover Power Plant Act for increasing"
the capacity of existing generating equipment and
appurtenances at the Hoover Power Plant.
4.15 Western: Western Area Power Administration.
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5. TERM:
5.1 This Agreement shall become effective on the date
when executed b the Parties and accepted for filing by the
FERC in accordance with Section 5.2; provided, however, if
upon such filing, the FERC enters into a hearing to determine
whether this Agreement is just and reasonable, it shall not
become effective until the date when an order no longer
subject to judicial review has been issued by the FERC
determining all provisions (except those disputed in ER84-75
(Phase II) and ER86-316) to be just and reasonable without
changes or new conditions unacceptable to either Party.
5.2 In recognition of the pendency in FERC Docket
Nos. ER84-75 (Phase II) and ER86-316 of issues that can affect
the provisions of the Agreement, Edison shall request of the
FERC when this Agreement is tendered for filing pursuant to
Section 205 of the Federal Power Act that the following
procedures be adopted;
5.2.1 The FERC shall accept the Agreement for
filing after a nominal suspension period.
5.2.2 The rates specified in Sections 8.1 and 8.2
of the Agreement shall be paid by Vernon to Edison subject to
refund based upon the final determination or disposition
(incorporated in an order not subject to judicial appeal), on
those same rate issues in FERC Docket No. ER86-31.6.
5.2.3 Vernon shall not oppose the filing of this
Agreement and shall not seek a hearing or modification to the
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terms of this Agreement, except as provided in Section 5.2.4.
5.2.4 Vernon shall have the right, within 180 days
after the issuance of a. final order (not subject to judicial
review) in either FERC Docket No. ER84-75 (Phase II) or
ER86-316, to file a motion with the FERC, to seek to require
that changes be made to conform this�Agreement with such
orders. Except as specified in Section 5.2.2, Vernon shall
not seek, and Edison shall not be required to make, any change
other than for prospective or future applications and any
change in this Agreement must be appropriate due to the final
order or orders in FERC Docket Nos. ER84-75 (Phase II) and
ER86-316. Upon receipt of such a motion by Vernon, the FERC
may issue an order providing for hearing procedures, summary
dispositions, compliance filing, and/or other relief in this
docket as appropriate as a result of a final order (not
subject to judicial appeal) in Docket Nos. ER84-75 (Phase II)
or ER86-316.
5.2.5 Within 30 days after the issuance of an
Administrative Law Judge's initial decision in FERC Docket
No. ER84-75 (Phase. II), Edison shall implement such decision
to the extent that the decision modifies Edison's proposed
methodology for curtailment or interruption of transmission
service pursuant to Sections 4.13 and 6.3. In the event that
any further order by the Administrative Law Judge, the FERC,
or a court modifies the aforesaid features of the initial
decision, such modification shall be implemented by Edison-
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within 30 days after such further order.
5.2.6 By agreeing to the right of Vernon under
Section 5.2.4 of the Agreement to seek changes in the
Agreement, or by agreeing to implement or rescind changes
under Section 5.2.5, Edison does not waive or prejudice any
other right or position it may have.or take. Among other
things, Edison reserves the right in any such proceeding to
request stays to contend that changes to the Agreement would
be. inappropriate or should not be ordered in whole or in part,
that different changes should be ordered than those proposed
by -Vernon, and that the FERC lacks the jurisdiction or basis
to require that.the Agreement be amended or altered.
5.2.7 The Parties have agreed to the provisions of
this Section 5.2 because of unique circumstances and resources
involved. The provisions of this Section 5.2 shall not be
considered as precedent for any other agreement or
arrangement.
5.2.8. This Agreement and its terms shall not
affect or be construed as waiving or prejudicing any of the
Positions taken by either Edison or Vernon in FERC Docket
Nos. ER84-75 (Phase II) or ER86-316.
5.3 Subject to the terms of this Agreement, firm
transmission service shall be made available hereunder by
Edison to Vernon, and Vernon shall pay Edison for such firm
transmission service, beginning on the latest of: (i) June 1,
1587, (ii) the date when Western commences making available
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capacity and associated energy from Hoover to Edison for
Vernon's account at the Point of Receipt, or (iii) the date
when this Agreement becomes effective.
5.4 This Agreement and firm transmission service to be
made available an'd purchased hereunder shall terminate on the
earlier of: (i) the effective date of a written agreement of
the Parties to terminate this Agreement; or (ii) the effective
date of termination of the Hoover Power Sales Contract.
6. TRANSMISSION SERVICE:
6.1 Subject to the terms of this Agreement, Edison shall
make available firm transmission service to Vernon, and Vernon
shall pay Edison for such firm transmission service, over
Edison's electrical transmission facilities from the Point of
Receipt to the Point of Delivery.
6.2 For purposes of this Agreement, Transmission
Capacity from the Point of Receipt to the Point of Delivery
shall be deemed initially to be 2,500 megawatts. Such deemed
amount shall be subject to change pursuant to Section 14.13;
provided, that Edison's Authorized Representative shall give
Vernon's Authorized Representative timely written notice of
any such change.
6.3 Edison reserves the right to interrupt or curtail
the firm transmission service made available hereunder as
follows:
6.3.1 In the event Transmission Capability is
reduced to less than Transmission Capacity, and when
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continuity of service within Edison's Control Area is not
being jeopardized, Edison may curtail the firm transmission
service being made available hereunder on a pro rata share
basis of the then -available Transmission Capability, based on
hourly firm entitlements, subject to Edison first
discontinuing service to entities receiving interruptible
transmission service.
6.3.2 In the event continuity of service within
Edison's Control Area is being jeopardized, as determined by
Edison in its sole judgment, Edison may curtail the firm
transmission service being made available hereunder to the
extent necessary to avoid or eliminate such jeopardy;
provided, (i) such curtailments may be made only in order that
Edison may fully utilize all generating resources owned by it
or available to it under contract; and (ii) such curtailment
shall occur only after Edison has made all reasonable efforts
to avoid or eliminate such jeopardy by the following means:
6.3.2.1 Increasing the loading of all. on-line
generating units and starting up all combustion turbine
peaking units which are available to Edison;
6.3.2:2 'Purchasing capacity and energy from
other utilities;
6.3.2.3 Returning to service those generating
units and transmission facilities which are out of service at
the time of such jeopardy and which can reasonably be returned
to service; and
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6.3.2.4 Discontinuing service to Edison's
customers which are served under an interruptible transmission
service agreement and interruptible rate schedule.
6.4 If the efforts set forth in Sections 6.3.2.1 through
6.3.2.4 do not avoid or eliminate such jeopardy, the Parties
shall endeavor to develop other arrangements to avoid or
eliminate.such jeopardy and minimize the effects of Edison's
curtailment on Vernon.
6.5 In the event of any transmission curtailments made
pursuant to Section 6.3 in Edison's transmission lines being
utilized hereunder, Vernon shall, if the rate of energy
scheduled by Edison for Vernon's account is curtailed, have
the energy scheduled for its account reduced to reflect the
amount and duration of said curtailment.
6.6 Firm transmission service made available and
purchased hereunder shall be limited, during each hour, to
rates of delivery not to exceed the lesser of: (i) Hoover
capacity allocated by Western to Vernon in accordance with
notices pursuant to Sections 5.2.6 and 5.2.7 of the Hoover
Power Sales Contract; or (ii) Vernon's hourly schedules of
energy deliveries from Vernon's allocation in Hoover. Upon
completion of the Uprating Program, the maximum amount of
transmission service hereunder shall be 22 MW.
6..7 To the extent capacity is made available and
associated energy is scheduled for delivery by Western to
Edison for Vernon's account, Edison shall, during the periods
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1 Edison has agreed to make available firm transmission service
2 hereunder and within the rate of delivery specified in
3 Section 6.6, accept such scheduled deliveries of energy at the
4 Point of Receipt and, subject to the provisions of
5 Section 6.5, shall make available a like amount of capacity
6 and deliver a like amount of energy, both reduced by
7 transmission losses, to Vernon for its account at the Point of
8 Delivery.
9 6.8 Subject to Sections 6.3, 6.5 and 6.6, hourly
10 schedules of capacity and deliveries of energy hereunder shall
11 be as specified by Vernon's dispatchers or schedulers and
t2 shall be in accordance with practices and procedures agreed to
13 by Vernon's and Edison's Authorized Representatives and
14 Western.
15 7. TRANSMISSION LOSSES: Prior to, determining Vernon's
16 energy credit for the energy delivered for Vernon's account by
17 Edison hereunder, such energy shall be reduced to.reflect
18 transmission losses from the Point of Receipt to the Point of
t9 Delivery. The applicable transmission loss percentage rate
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for such scheduled energy deliveries shall be equal to
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four and forty nine one hundredths percent (4.49%) of such
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hourly scheduled deliveries of energy. Such percentage may
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8. CHARGES:
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8.1 For firm transmission service made available by
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equal to $1.79 per megawatthour multiplied times the amount
(MWh) of energy scheduled by Western to Edison for Vernon's
account at Mead Substation. Such initial rate shall be
subject to change pursuant to Section 11.
8.2 For scheduling and dispatching service provided by
Edison pursuant to this Agreement, Vernon shall pay to Edison
the sum of $1,032 per month whenever an energy schedule is
established for any period in that month.
8.2.1 Monthly scheduling and dispatching charges
shall be waived for any month during which no schedule for
delivery of energy hereunder is established between the
dispatchers or power schedulers 'of Edison and Vernon or Edison
and Western.
8.3 The monthly charges for scheduling and dispatching
service set forth in Section 8.2 shall be redetermined by
Edison prior to January 1 of each year based on Edison's
annual budget for load dispatching and production section
function expenses for that year.
8.4 Any change in scheduling and dispatching charges, if
required to be filed as a rate change with FERC, shall be
filed at least sixty (60) days in advance of January 1 of each
year. Such redetermined charges shall become effective on
said January 1 and shall remain in effect until changed
pursuant to Section 8.3• Vernon may review the -exhibits as
filed with FERC, for such redetermined charges.
8.5 Nothing contained in this Section 8 shall affect
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Vernon's ability to exercise any rights or remedies provided
under the Federal Power Act, including the right to oppose an
application for change in rates, charges, classification, or
service or any rule, regulation or contract relating thereto
which Edison has the unilateral right to file pursuant to this
Agreement.
9. BILLING AND PAYMENT:
9.1 Edison shall render bills to Vernon for: (i) firm
transmission service, (ii) scheduling and dispatching service
and (iii) filing fees, as provided in Sections 8.1, 8.2 and
11.6, respectively, on or before the tenth (10th) day of each
month for such service provided or fees incurred during the
preceding month. Vernon shall pay such bills within twenty
(20) calendar days after receipt thereof.
9.2 Payments which are not made in full by Vernon by
said due date shall thereafter accrue interest at 1 percent
per annum, or the maximum amount which is legally authorized,
whichever is greater, of the unpaid balance prorated by days
until payment is made. Such charge shall also apply to any
unpaid bill or portion thereof which is disputed and
thereafter determined to be proper.
10. LIABILITY:
10.1 Except for any loss, damage, claim, cost, charge or
e.xpense resulting from Willful Action, neither Party, its
directors or members of its governing bodies, officers or
employees shall be liable to the other Party for any loss,
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damage, claim, cost, charge, or expense of any kind or nature
incurred by the other Party (including direct, indirect or
consequential loss, damage, claim, cost, charge or expense;
and whether or not resulting from the negligence of a Party,
its directors or members of its governing bodies, officers,
employees or any person or entity whose negligence would be
imputed to such Party) from the engineering, repair,
supervision, inspection, testing, protection, operation,
maintenance, replacement, reconstruction, use or ownership of
such Party's electric system in connection with the
implementation of this Agreement. Except for any loss,
damage, claim, cost, charge or expense resulting from Willful
Action, each Party releases the other Party, its directors or
members of its governing bodies, officers and employees from
any such liability. Neither Party shall execute, levy or
otherwise enforce a judgment for such liability, including
recording or effecting a judgment lien against the other
Party, its directors or members of its governing bodies,
officers, and employees.
10.2 Except for liability resulting from Willful
Action of the other Party, a Party whose electric customer
shall make a claim or bring an action for any death, injury,
loss or damage arising out of delivery of, or in connection
with, electric service to such customer resulting from the
implementation of this Agreement, shall indemnify and hold
harmless the other Party, its directors or members of its
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governing bodies, officers and employees from and against any
liability for such death, injury, loss or damage. As used in
this Agreement, the term "electric customer" shall mean an
electric consumer, as distinguished from an electric utility
system to whom power is delivered for resale.
10.3 For the purpose of this Section 10, Willful Action
shall be defined as:
10.3.1 Action taken or not taken by a Party at the
direction of its directors or members of its governing bodies,
officers or employees having management or administrative
responsibility affecting i-ts performance under this Agreement,
as follows:
10.3.1.1 Action which is knowingly or
intentionally taken or not taken with conscious indifference
to the consequences thereof or with intent that injury or
damage.would result or would probably result therefrom.
10.3.1.2 Action which has been determined by
final arbitration awardorfinal judgment or judicial decree
to be a material default under this Agreement and which occurs
or continues beyond the time specified in such arbitration
award or judgment or judicial decree for curing such default
or, if no time to cure is specified therein, occurs or
continues thereafter beyond a reasonable time to cure such
default.
10.3.1.3 Action which is knowingly or
intentionally taken or not taken with the knowledge that such
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action taken or not taken is a material default under this
Agreement.
10.3.2 Willful action does not include any act or
failure to act which is merely involuntary, accidental or
negligent.
10.3.3 The phrase "employees having management. or
administrative responsibility", as used in this Section 10.3,
means the employees of a Party who are responsible for one or
more of the executive functions of planning, organizing,
coordinating, directing, controlling and supervising such
Party's performance under this Agreement with responsibility
for results.
10.4 The provisions of this Section 10 shall be binding
upon the Parties to the full extent permitted by law.
11. REGULATORY AUTHORITY:
11.1 This Agreement shall be subject ,to filing with
FERC.
11.2 It is understood that the initial rate for firm
transmission service specified in Section 8.1 is based on use
of Edison's transmission facilities available on the date of
execution of this Agreement and on a rate of return as
authorized by the CPUC of 11.24%.
11.3 Whenever, during the term of this Agreement, the
CPUC finds a new overall rate of return on retail operations
to be reasonable for Edison and authorizes rates based on such
new rate of return to become effective, the rate for firm
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transmission service specified in Section 8.1 shall be revised
to reflect said new rate of return. Upon acceptance of the
revised rate for firm transmission service by FERC, said rate
shall be applied to service made available hereunder on and
after the date when the CPUC has authorized retail rates based
on such new rate of return to become effective. In addition,
if either Party believes that for reasons other than a change
in rate of return there has been a significant change in
Edison's annual revenue requirements for the facilities upon
which the rate for firm transmission service made available
hereunder is based, Vernon's Authorized Representative may
submit a request to Edison's Authorized Representative, or
Edison's Authorized Representative may give notice to Vernon's
Authorized Representative, that the rate be redetermined.
Following such request or notice, Edison shall redetermine
such rates which shall be effective as of the date authorized
by FERC; provided, that such a redetermination may be made no
sooner than twelve months after the most recent
redetermination of rates for service for reasons other than a
change in rate of return. Any redetermination of the rate for
firm transmission service pursuant to this Section 11 shall be
determined in a manner consistent with the method by which the
initial rate for firm transmission service made available
hereunder was determined and shall be based on -conditions in
existence at. the time of such redetermination.
11.4 Except as provided in Section 11.3, nothing
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contained herein shall be construed as affecting in any way:
(i) the right of Edison, in furnishing firm transmission
service hereunder, to unilaterally make filings.with the FERC
for a change in rates, charges, classification, or service, or
any rule, regulation, or contract relating thereto, under
Section 205 of the Federal Power Act and pursuant to said
Rules and Regulations promulgated by FERC thereunder; or
(ii) the right of Vernon to oppose such changes under
Section 205 of the Federal Power Act. Any change shall become
effective pursuant to Section 205 of the Federal Power Act.
11.5 Nothing contained herein shall affect Vernon's
ability to exercise any rights and remedies provided under
Section 206 of the Federal Power Act, including the right to
oppose an application for change in rates, charges,
classification, or service or any rule, regulation or contract
relating thereto which Edison has the unilateral right to file
pursuant to this Agreement.
11.6 Vernon shall reimburse Edison for any FERC filing
fees incurred by Edison for filing this Agreement or any rate
changes under this Agreement.
12. AUTHORIZED REPRESENTATIVES: Within 30 calendar days
after the date of execution of this Agreement, each Party
shall designate by written notice to the other Party a
representative who is authorized to act in its behalf in the
implementation of this Agreement and with respect to those
matters contained herein which are the functions and
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responsibilities of the Authorized Representatives. Either
Party may at any time change the designation of its Authorized
Representative by written notice to the other Party.
13. NO DEDICATION OF FACILITIES: Any undertaking by one
Party to the other Party under any provision of this Agreement
shall not constitute the dedication of the system or any
portion thereof of the. Party to the public or to the other
Party, and it is understood and agreed that any such
undertaking under any provision of this Agreement by a Party
shall cease upon the termination of its obligations
hereunder.
14. NO THIRD PARTY RIGHTS: Unless otherwise specifically
provided in this Agreement, the Parties do not intend to
create rights in or to grant remedies to any Third Party as a
beneficiary of this Agreement or of any duty, covenant,
obligation or undertaking established hereunder.
15• UNCONTROLLABLE FORCES: Neither Party shall be considered
to be in default in the performance of any of -its obligations
hereunder (other than obligations of Vernon to make payment
for bills rendered pursuant to Section 9) when a failure of
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, drought, earthquake, storm, fire, pestilence, lightning
and other natural catastrophes, epidemic, war, riot, civil
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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 inability 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
exercise of due diligence it has been 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.
16. ASSIGNMENTS:
16.1 Any assignment by Vernon of its interest in this
Agreement which is made without the written consent of Edison
shall not relieve Vernon from its primary liability for any of
its duties and obligations hereunder, and in the event of any
such assignment Vernon shall continue to remain primarily
liable for payment of any and all money due Edison hereunder
and for the performance and observance of all other covenants,
duties and obligations to be performed and observed hereunder
by it to the same extent as though no assignment has been
made.
16.2 Whenever an assignment of Vernon's interest in
this Agreement is made with the written consent of Edison,
Vernon's assignee shall expressly assume in writing the
duties and obligations hereunder of Vernon and, within
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thirty (30) calendar days after any such assignment and
assumption of duties and obligations, Vernon shall furnish
or cause to be furnished to Edison a true and correct copy of
such assignment and assumption of duties and obligations.
17. GOVERNING LAW: This Agreement shall be interpreted,
governed by and construed under the laws of the State of
California or the laws of the United States, as applicable, as
if executed and to be performed wholly within the State of
California.
18. ARBITRATION:
18.1 If a dispute arises between the Parties regarding
(i) any question of fact or opinion involved in the
application of the provisions of this Agreement, or (ii) the
interpretation of any provision of this Agreement, then either
Party may call for submission of such dispute to arbitration,
(unless the subject of such dispute is within a regulatory
agency's jurisdiction), which call shall be binding on both
Parties.
18.2 The Party calling for arbitration shall give notice
to the other Party. Such notice shall, in adequate detail,
set forth the nature of the dispute, the issues to be
arbitrated, and the remedy sought by such arbitration
proceedings. Within 20 days from receipt of such notice, such
other Party may, by notice to the first Party, prepare its own
statement of the nature of the dispute, the issues to be
arbitrated, and the remedy sought by* such arbitration
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proceedings. Thereafter, the Party first submitting its
statement of the matter at issue shall have 10 days in which
to submit a rebuttal statement to the other Party. The
statements shall constitute the submittal statement for
arbitration.
18.3 Within 10 days following the submission of the
rebuttal statement, the Parties, acting through their
Authorized Representatives, shall meet for the purpose of
selecting arbitrators. Each Party shall designate an
arbitrator. The two arbitrators so selected shall meet within`
20 days following their selection for the purpose of selecting
a third arbitrator. If the two arbitrators selected by the
Parties fail to select such third arbitrator within said 20
day period, then the two arbitrators shall request from the
American Arbitration Association (or from a similar
organization if that Association does not at that time exist)
a list of arbitrators who are qualified and eligible to serve
as hereinafter provided. The two arbitrators selected by the
Parties shall take turns striking names from the list of
arbitrators so furnished. The last name remaining on said
list shall be the third arbitrator. All arbitrators shall be
persons skilled and experienced in the field which gives rise
to the dispute. No person shall be eligible for appointment
as a third arbitrator who is, or has been, an officer or
employee of either of the Parties or is otherwise interested
in the matter to be arbitrated.
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18.4 Except as otherwise provided in this Section 18,
the arbitration shall be governed by the rules and practices
of the American Arbitration Association (or a similar
organization if that Association does not at the time exist)
from time to time in force; provided, that, if such rules and
practices, as modified herein, conflict with the laws of the
State of California then in force which are specifically
applicable to arbitration proceedings, such laws shall govern.
18.5 Included in the issues which may be submitted to
arbitration pursuant to this Section 18 is the issue of
whether the right to arbitrate a particular dispute is
permitted under this Agreement.
18.6 The arbitrators shall hear evidence submitted by
the Parties and may call for additional information.. Such
additional information shall be furnished by the Party or
Parties having such information. The arbitrators shall have
no authority to call for additional information not related to
issues included in the submittal statement or to determine
issues not included in the submittal statement.
18.7 The award of the arbitrators shall contain findings
with respect to the issues involved in the dispute, including
the merits of the respective positions of the Parties, the
materiality of any default and the remedy or relief which
shall be required to resolve the dispute. The arbitrators may
not grant any remedy or relief which is inconsistent with this
Agreement. The arbitrators shall also specify the time within
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which the Party shall comply with the arbitrator's award. In
no event shall the award of the arbitrators contain findings L
on issues not contained in, or grant a remedy beyond that
sought in, the submittal statement.
18.8 The findings, decision and award of a majority of
the arbitrators shall be final and binding upon all the
Parties to the extent permitted by applicable law.
18.9 If a majority of the arbitrators determine that a
default exists, the award of the arbitrators shall contain
findings relative to the period within which the defaulting
Party must remedy the default (or commence remedial action),
and the remedies which may be exercised by the non -defaulting
Party in the event the default is not remedied within such
period.
.18.10 This agreement to arbitrate shall be specifically
enforceable.
/
/
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19. NOTICES: 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 United States
mail, postage prepaid, to the persons specified below unless
otherwise provided for in this Agreement:
Southern California Edison Company
c/o Secretary
P. 0. Box 800
Rosemead, California 91770
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: City Manager
/
sce r•is W
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Either Party may at any time, by 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.
20. SIGNATURE CLAUSE: The signatories hereto represent that
they have been appropriately authorized to enter into this
Edison -Vernon Mead Firm Transmission Service Agreement on
behalf of the Party for whom.they sign. This Agreement is
hereby executed as of the 6th day of Ju1y 1987•
vParwcr �„p�A�� SOUTHERN CALIFORNIA EDISON COMPANY
1
::,:.•, y
ice President
CITY OF VERNON
By
Mayor !
ATTEST:
By
G
City Clerk
APPROVED AS TO FORM /
BY /
DAvIrD B. BRzARLEY
CI'T_Y ALTTWU. ZY
SCE 27.15 "S
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EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
CITY OF VERNON
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TABLE OF CONTENTS
SECTION
TITLE
PAGE
1.
PARTIES
1
2.
RECITALS
1
3.
AGREEMENT
3
4.
DEFINITIONS
3
5.
EFFECTIVE DATE AND TERM
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6.
TRANSMISSION SERVICE
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7.
SCHEDULING
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8.
TRANSMISSION LOSSES
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9.
CHARGES
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10.
BILLING AND PAYMENT
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11.
AUTHORIZED REPRESENTATIVE
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12.
LIABILITY
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13.
REGULATORY AUTHORITY
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14.
NO DEDICATION OF FACILITIES
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15.
NO THIRD PARTY RIGHTS
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16.
UNCONTROLLABLE FORCES
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17.
SALE OR ASSIGNMENT OF TRANSMISSION
SERVICE
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18.
RELATIONSHIP OF PARTIES
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19.
SERVICE CONDITIONS
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20.'
NON -WAIVER
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21.
SOLE JUDGMENT OR DETERMINATION
33
22.
EFFECT OF SECTION HEADINGS
33
23.
GOVERNING LAW
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TABLE OF CONTENTS
SECTION TITLE
24. NOTICES
25. PVNGS TRANSMISSION SERVICE AGREEMENT
26. SIGNATURE CLAUSE
PAGE
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EDISON-VERNON
VICTORVILLE-LUGO FIRM TRANSMISSION SERVICE AGREEMENT
1. PARTIES: The Parties to this Agreement are the CITY OF
VERNON ("Vernon" or "City"), a municipal corporation of the
State of California and SOUTHERN CALIFORNIA EDISON COMPANY
("Edison"), a California corporation, hereinafter sometimes
referred to individually as "Party" and collectively as
"Parties."
2. RECITALS: This Agreement is made with reference to the
following facts, among others:
2.1 Edison is a utility engaged in the business of
generating and transmitting electric energy in the.States of
Arizona, California, Nevada, and New Mexico. Edison is
further engaged in the business of distributing such energy in
California.
2.2 Vernon is a municipality engaged in the business
of generating and transmitting electric energy in the States
of Arizona, California and Nevada. Vernon is further engaged
in the business of distributing electric energy and presently
purchases from Edison a portion of its needs for electric
capacity and energy under the Partial Requirements Rate.
2.3 Pursuant to provisions of the Partial
Requirements Rate currently in effect, Vernon has the right to
obtain nonintegrated sources of capacity and associated energy
to obtain demand and energy credits under such rate schedule.
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2.4 As a participant in the Mead-Adelanto Project,
Vernon will receive approximately 75 MW of firm transmission
service between Marketplace Substation, located near Boulder
City, Nevada, and the Los Angeles Department of Water and
Power's ("Los Angeles") Adelanto Switching Station.
2.5 Pursuant to an agreement with Los Angeles, Vernon
has approximately 75 MW of firm transmission service between
Adelanto Switching Station and Victorville-Lugo.
2.6 Edison owns and operates 500 kV, 230 kV, and
66 kV transmission facilities between Victorville-Lugo and
Vernon City Gate.
2.7 Vernon desires to purchase firm transmission
service between Victorville-Lugo and Vernon City Gate for
deliveries of energy transmitted primarily over Vernon's
Project entitlement. Vernon may desire to use the
transmission service provided hereunder for other transactions
as well. Edison is willing to provide such firm transmission
service in accordance with the terms and conditions specified
herein.
2.8 Vernon currently purchases 11 MW of firm
transmission service from Edison pursuant to the PVNGS
Transmission Service Agreement. Vernon desires to terminate
service under the PVNGS Transmission Service Agreement
concurrent with the effective date of this Agreement.
2.9 Vernon may participate in the development of the
Adelanto-Lugo Transmission Line. If such line is constructed,
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Vernon may require transmission service between Lugo
Substation and Vernon City Gate in lieu of Victorville-Lugo
and Vernon City Gate.
3. AGREEMENT: The Parties agree as follows:
4. DEFINITIONS: The following terms, when used herein with
initial capitalization, whether in the singular or the plural,
shall have the meanings specified:.
4.1 Adelanto Switching Station: The Los Angeles
Department of Water and Power's 500 kV switching station
located near Adelanto, California.
4.2 Adelanto-Lugo Transmission Line: The proposed
500 kV transmission line which may be constructed between
Adelanto Switching Station and Lugo Substation.
4.3 Agreement: This Edison -Vernon Victorville-Lugo
Firm Transmission Service Agreement.
4.4 Authorized Representative: The representative of
a Party designated in accordance with Section 11.
4.5 Control Area: All or part of a Party's electric
generation resources, transmission facilities, and
distribution facilities, or a combination thereof with those
of Third Parties, to which a common automatic generation
control scheme is applied.
4.6 CPUC: California Public Utilities Commission, or
its regulatory successor.
4.7 FERC: Federal Energy Regulatory Commission, or
its regulatory successor.
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4.8 Lugo Substation: The 500 kV bus at Edison's
500/230 kV substation located near Victorville, California.
4.9 Marketplace Substation: The 500 kV substation
near Boulder City, Nevada, a part of the Mead-Adelanto Project
and Mead -Phoenix Project.
4.10 Mead Substation: The 500 kV switching and
transformation facilities located at, and interconnected with,
the Western Area Power Administration's existing Mead 230 kV
substation near Boulder City, Nevada.
4.11 Mead-Adelanto Project: The 500 kV transmission
line between Marketplace Substation and-Adelanto Switching
Station.
4.12 Mead -Phoenix Project: (i) A 500 kV transmission
line between Perkins Substation and Mead Substation, and
(ii) a 500 kV transmission line between Mead Substation and
Marketplace Substation.
4.13 Partial Requirements Rate: Edison's resale rate
schedule R-1.6, on file with the FERC, for partial
requirements service for Vernon, as it may modified, or any
successor rate schedule.
4.14 Point of Delivery: The locations(s) at which
Edison delivers schedules of energy in accordance with this
Agreement. For the purpose of this Agreement, the Points of
Delivery shall be Victorville-Lugo and Vernon City Gate,
unless modified in accordance with Section 6.13.
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4.15 Point of Receipt: The locations(s) at which
Edison accepts schedules of energy in accordance with this
Agreement. For purposes of this Agreement, the Points.of
Receipt shall be Vict'orville-Lugo and Vernon City Gate, unless
modified in accordance with Section 6.13.
4.16 Project: The Mead-Adelanto Project.
4.17 PVNGS Transmission Service Agreement: The
Edison -Vernon Palo Verde Nuclear Generating Station Firm
Transmission Service Ageement, executed by Edison as of
February 21, 1986 and made effective by FERC.
4.18 Third Party: Any entity which is eligible to
apply to the FERC, under Subsection 211.(a) of the Federal:
Power Act, for an order requiring a transmitting utility to
provide transmission services.
4.19 Transmission Capability: The transfer ability,
expressed in megawatts, of transmission facilities available
Ito Edison to transmit electrical energy from the Point of
Receipt to the Point of Delivery, which is determined, in the
sole judgment of the operator of such facilities, to be the
maximum electrical energy transfer ability of the transmission
facilities under electrical system conditions existing at the
time consistent with prudent operating procedures and good
utility practices.
4.20 Transmission Capacity: The transfer ability,
expressed in megawatts, of transmission facilities available
to Edison to transmit electrical energy from the Point of
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Receipt to the Point of Delivery which is determined, in the
sole judgment of the operator of such facilities, to be the
maximum electrical energy transfer ability of such facilities
under normal operating conditions consistent with prudent
operating procedures and good utility practices.
4.21 Vernon City Gate: The point where the 66 kV
electric conductors of Edison connect with those of Vernon and
where schedules of energy to meet Vernon's load take place
between the Parties, which shall be the city limits of Vernon.
4.22 Victorville-Lugo: The midpoint of the
Victorville-Lugo 500 kV transmission line where the 500 kV
conductors of Edison interconnect with the 500 kV conductors
of the Los Angeles Department of Water and Power.
4.23 WSCC: The Western Systems Coordinating Council,
or its successor.
5. EFFECTIVE DATE AND TERM:
5.1 This Agreement shall become effective on the
first day of the month after the date it is accepted for
filing by the FERC without suspension; provided, however, that
if upon such filing FERC enters into a hearing to determine
whether this Agreement is just and reasonable, it shall not
become effective until the first day of the month after the
date when an order no longer subject to judicial review has
been issued by FERC determining this Agreement to be just and
reasonable.without changes or new conditions unacceptable to
either Party.
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5.1.1 If prior to or in its order resulting from the
filing of this Agreement, the FERC requires a change or
modification to this Agreement, and such change or
modification is unacceptable to either Party, then: (i) this
Agreement shall not be binding on either Party; and (ii) the
Parties shall attempt in good faith to renegotiate the terms
and conditions of this Agreement.
5.2 Except for obligations pursuant to Section 10,
the Parties mutually agree that this Agreement, and
transmission service made available hereunder, shall terminate
on the date the Project is permanently removed from service.
6. TRANSMISSION SERVICE:
6.1 Beginning on the effective date of this Agreement
and continuing until termination of this Agreement, Edison
shall provide, and Vernon shall purchase, 11 MW of
bidirectional firm transmission service between the Point of
Receipt and the Point of Delivery in accordance with this,
Agreement.
6.2 Beginning on the effective date of this Agreement
or October 1, 1996, whichever is later, and continuing through
December 31, 1999, Edison shall provide, and Vernon shall
purchase, an additional 64 MW of bidirectional firm
transmission service between the Point of Receipt and the
Point of Delivery in accordance with this Agreement.
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6.2.1 By written notice to Edison, Vernon may,
on a one-time basis, extend the term of such 64 MW of
transmission service or any whole MW part thereof as follow:
6.2.1.1 Notice of election of extension shall
be made to Edison in writing prior to October 1, 1999, unless
Edison requires an early election pursuant to Section 6.2.2
below;
6.2.1.2 Such extension shall be effective
beginning on January 1, 2000;
6.2.1.3 Such extension shall be for a
continuous period of between one year and the remaining term
of this Agreement; and
6.2.1.4 Vernon shall have no obligation to
extend the term of service pursuant to this Section 6.2.1.
6.2.2 1 If a competing use for transmission is
identified prior to July 3, 1999, which would impair Edison's
ability to provide such extension to Vernon, then Edison may
so notify Vernon and require Vernon to exercise its one-time
election to extend the term of such 64 MW of transmission
service or any whole MW part thereof as follows:
6.2.2.1 Such competing use may include use of
transmission service by a third party or for Edison's native
load;
6.2.2.2 Edison shall not provide such
notification prior to October 1, 1997;
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6.2.2.3 Vernon shall notify Edison of its
election of extension in writing within ninety days of receipt
of such notification;
6.2.2.4 If Vernon elects to extend
transmission service, such.extension must be for a term at
least covering the time period subject to the competing use;
6.2.2.5 Such extension shall be effective
beginning on January 1, 2000;
6.2.2.6 Such extension shall be for a
continuous period of between one year and the remaining term
of this Agreement; and
6.2.2.7 Vernon shall have no obligation to
extend the term of service pursuant to this Section 6.2.2.
6.3 Vernon shall have the right to use the firm
transmission service provided hereunder (i) to engage in
capacity and/or energy transactions for its own account in
accordance with the Partial Requirements Rate and any other
applicable tariff provision or agreement, (ii) to make sales
or exchanges of capacity and/or energy to a Third Party,
receiving or buying capacity or energy from and delivering or
selling capacity or energy to a Third Party, at the Point of
Receipt or Point of Delivery, and (iii) to sell or assign
transmission service in accordance with the provisions of
Section 17 between the Point of Receipt and the Point of
Delivery to a Third Party, receiving or buying capacity or
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6.4 The transmission service provided by Edison
pursuant to this Agreement shall be acceptable to Edison for
use by Vernon to import firm capacity and energy as: (i) a
nonintegrated resource pursuant to special condition 12 of the
Partial Requirements Rate (and any successor rate schedule or
agreement which contains similar provisions) while such
provision remains in effect and (ii) integrated resources
pursuant to an integrated operations agreement between Edison
and Vernon.
6.5 Vernon may schedule up to the amount of firm
transmission service purchased hereunder from Victorville-Lugo
to Vernon City Gate and from Vernon City Gate to Victorville-
Lugo. Vernon may schedule up to the maximum amount in either'
direction simultaneously. However, schedules in either
direction shall not be deemed to offset schedules in the
opposite direction for the purposes of determining the maximum
simultaneous schedules in both directions or for purposes of
determining transmission losses in accordance with
Section 8.1.
6.6 For transmission service provided between a Point
of Receipt.and a Point of Delivery, Edison shall accept
deliveries of energy from Vernon or Third Parties for Vernon's
account at a Point of Receipt and simultaneously deliver a
like amount of energy, adjusted for losses pursuant to
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Section 6.6.1 or 6.6.2, at a Point of Delivery; provided,
however, that the amounts scheduled at Victorville-Lugo shall
be in whole megawatts.
6.6.1 For deliveries of energy scheduled from
the Victorville-Lugo Point of Receipt to the Vernon City Gate
Point of Delivery, the amount delivered at Vernon City Gate
shall be reduced by transmission losses.
6.6.2. For deliveries of energy scheduled from
the Vernon City Gate Point of Receipt to the Victorville-Lugo
Point of Delivery, unless Vernon's and Edison's schedulers
and/or dispatchers otherwise agree, Vernon shall
simultaneously return energy to Edison at Vernon City Gate in
an amount equivalent to the transmission losses.
6.7 Edison reserves the right to interrupt or curtail
the firm transmission service made available pursuant to this
Agreement as follows:
6.7.1 In the event Transmission Capability is
less than Transmission Capacity, and continuity of service
within Edison's Control Area is not being jeopardized, Edison.
may curtail the firm transmission service being made available
hereunder on a pro rata share basis of the then available
Transmission Capability, based on firm transmission
entitlements, but only if such curtailments will remedy.or
prevent overload conditions. In any curtailment situation,
all entitlement holders retain the right to use and/or resell
their full pro rata share. Reasonable advance notice of such
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curtailment shall be given to Vernon where the curtailment is
necessary to make non -emergency repairs, replacements, or
modifications or to perform non -emergency maintenance work;
otherwise, advance notice to Vernon shall not be required.
Vernon shall have the right to satisfy its curtailment
obligations as determined in this Section 6.7.1 without
curtailing its own schedule if, through arrangements with
Vernon, Edison and/or Third Parties adjust their schedules in
an amount suficient to satisfy both Vernon's and, if
applicable, their own curtailment obligations.
6.7.2 In the event continuity of service
within Edison's Control Area is being jeopardized, as
determined by Edison in its sole judgment, Edison may curtail
the firm transmission service being made available hereunder
to the extent necessary to avoid or eliminate such jeopardy;
provided, however, that (i) such curtailments may be made only
in order that Edison may fully utilize all generating
resources owned by it or available to it under contract and
(ii) such curtailment shall occur only after Edison has made
all reasonable efforts to avoid or eliminate such jeopardy by
the following means:
6.7.2.1 Increasing the loading of
all on-line generating units and starting up all combustion
turbine peaking units which are available to Edison;
6.7.2.2 Purchasing capacity and
energy from other utilities; and
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6.7.2.3 Returning to service those
generating units and transmission facilities which are out of
service at the time of such jeopardy and which can reasonably
be returned to service.
6.8 If the efforts set forth in Sections 6.7.2.1
through 6.7.2.3 do not avoid or eliminate such jeopardy, the
Parties shall endeavor to develop other arrangements to avoid
or eliminate such jeopardy and minimize the effects of
Edison's curtailment on Vernon. The final determination of
the appropriateness of such other arrangements shall be made
by Edison in its sole judgment.
6.9 If any curtailments or interruptions are made
pursuant to Section 6.7*or 6.8, Vernon shall, immediately
after being notified by Edison, reduce its energy schedules in
amounts and for the duration requested by Edison.
6.10 Subject to Section.6.7., 6.8 and 6.9, schedules of
energy, hereunder shall be as specified by Vernon's schedulers
or dispatchers and shall be in accordance with procedures
agreed to by the schedulers or dispatchers of Edison, Vernon,
and any Third Party using transmission service provided by
this Agreement.
6.11 The Parties recognize that the transmission
service provided by Edison under this Agreement may be
interrupted or curtailed by Edison in accordance with the
provisions of Sections 6.7, 6.8 and 6.9. Such interruption or
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curtailment shall not be considered a Willful Action pursuant
to Section 12.3.
6.12 The WSCC Unscheduled Flow Reduction Procedure,
dated April 26, 1994 and approved by the WSCC, shall apply to
transactions under this Agreement, and the Parties agree to
take appropriate actions in accordance with that procedure.
In the event that the WSCC Unscheduled Flow Reduction
Procedure is substantially revised, discontinued, or
terminated, then the Parties shall endeavor in good faith to
agree to a procedure similar to said WSCC procedure to provide
for mitigation actions to correct problems caused by
unscheduled flow. If the Parties fail to reach agreement,
then Edison shall tender for filing with the FERC pursuant to
Section 205 of the Act a proposed procedure meeting the above
requirements, but Edison shall not seek to make any proposed
procedure effective until it has been determined by final
order of the FERC no longer subject to judicial review to be
just and reasonable. Nothing in this Agreement shall affect:
(i) the right of Vernon to oppose such a filing under
Section 205 of the Act; (ii) the right of Vernon to file a
complaint under Section 206 of the Act; or (iii) the right of
Edison to oppose such complaint by Vernon under Section 206 of
the Act.
6.13 If Vernon participates in the
construction and operation of the Adelanto-Lugo Transmission
Line, the Parties agree, upon firm operation of the Adelanto-
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Lugo Transmission Line, in accordance with Section 13, to
revise the Point of Receipt, the Point of Delivery, the
transmission service rate and the transmission losses under
this Agreement to include Lugo Substation as a Point of
Receipt and a Point of Delivery and to remove Victorville-Lugo
as a Point of Receipt and a Point of Delivery. Vernon's
Authorized Representative shall provide ten (10) days advance
written notice to Edison's Authorized Representative of the
appropriate date to make the transition from Victorville-Lugo
to Lugo Substation. Transmission losses and charges shall
then be revised as specified in Section 8.2 and 9.3
respectively.
6.14 The amount of firm transmission service provided
by Edison and purchased by Vernon under this Agreement may be
reduced if any Project equipment is permanently removed from
service and such removal permanently reduces the Transmission
Capacity. The remaining Transmission Capacity shall.be
allocated pro rata based on firm transmission entitlements.
The amount of reduction in Transmission Capacity shall be
determined by Edison in its sole discretion based upon its
studies of the impact of such removal; provided, that such
determination shall be made in a manner consistent with
prudent operating procedures and generally accepted utility
operating practices in the WSCC.
6.15 Additional Points of Receipt and Points of
Delivery between Victorvill-Lugo and Vernon City Gate may be
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added upon agreement of the Parties. In such event all other
terms and provisions of this Agreement will remain in effect,
other than conforming amendments which may be required to
sections concerning rates, charges, and curtailments.
7. SCHEDULING•
7.1 Unless otherwise agreed, Vernon shall arrange for
schedules of energy, and/or transmission service directly with
the hird arty involved. Vernon shall inform Edison, in
accordance with written procedures agreed upon by the Parties'
Authorized Representatives, of all schedules at the -Point of
Receipt and Point of Delivery. Such schedules shall not
exceed the amount set forth in Section 6 of this Agreement.
8. TRANSMISSION LOSSES:
8.1 Transmission losses referred to in Section 6.6
shall initially be equal to 2.41 percent of the hourly
scheduled energy deliveries between Victorville-Lugo and
Vernon City Gate.
8.2 If the Point of Receipt and the Point of Delivery
are revised pursuant to Section 6.13, the loss percentage
specified in Section 8.1 shall be revised to 2.33 percent.
8.3 Transmission loss percentages specified in
Section 8.1 and 8.2 shall be subject to change pursuant to
Section 13. It is understood that the initial loss percentage
is based on transmission facilities installed as of the date
of execution of this Agreement. Whenever, during the term of
this Agreement, such installed transmission facilities change,
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resulting in a different transmission loss percentage, the
loss percentage may be.revised to reflect the new loss
percentage resulting from such change.
8.4 Notwithstanding Section 6.6.1 and 6.6.2, at the
beginning of any month and upon not less than ninety (90) days
advance written.notice to Vernon, Edison shall have the right
to receive payment for transmission losses as an alternative
to reduced energy schedules or energy returns. Payment for
such losses shall be subject to compliance with any applicable
FERC filing requirements.
8.5 Vernon shall have the right, on a one time basis
no sooner than 120 days after the filing of this Agreement
with the FERC, to file a complaint, in accordance with Section
206 of the Federal Power Act, regarding the initial
transmission loss percentages set forth in Sections 8.1 and
8.2, including the methodology used to determine such
percentages, and Edison agrees that if Vernon files such a
complaint, Edison shall have the burden of proving the
justness and reasonableness of such transmission loss
percentages or methodology. The FERC's final order on such
investigation shall be given effect as of the start of
Edison's services to Vernon pursuant to this Agreement. Any
other filings with the FERC by Edison or Vernon to change the
transmission loss percentages or methodology in accordance
with Section 13.4 shall be governed by Section 205 and 206 of
the Federal Power Act, respectively.
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9. CHARGES:
9.1. For reserving transmission capacity pursuant to
Section 6.2, Vernon shall pay to Edison a reservation fee of
$41,600.00. If transmission service pursuant to Section 6.2
is extended beyond December 31, 1999, such reservation fee
shall be credited to the first month's bill for such extended
service. If transmission service is extended for less than 64
MW, the amount of such reservation fee credited to the first
month's bill for extended service shall be proportionately
reduced. Except as specifically provided in this Section 9.1,
such reservation fee shall be non-refundable.
9.2 For firm transmission service made available by
Edison hereunder, Vernon shall pay Edison at an initial rate
equal to $0.65 per kW -month.. Such initial rate is based on
the current rate of return authorized for Edison, and shall be
subject to change pursuant to Section 13. If the effective
date or termination date of this Agreement is other than on
the first day of a month, such transmission service charge
shall be prorated.
9.3 If the Point of Receipt and Point of Delivery are
revised pursuant to Section'6.13, the transmission service
rate specified in Section 9.2 shall be revised to $0.64 per
kW -month.
9.4 For scheduling and dispatching service provided
by Edison pursuant to this Agreement, Vernon or its assignee
shall initially pay to Edison the sum of the following:
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9.4.1 $64.16 per day for each combination of
purchaser or supplier of capacity and associated energy and
transmission path scheduled by Vernon in a day; and
9.4.2 $48.12 per day for each combination of
9.5 The daily charges for scheduling and dispatching
service set forth in Section 9.4 shall be redetermined by
Edison prior to January.l of each year based on Edison's
annual budget for load dispatching and production function
expenses for that year. Such methodology shall not be subject
to change unless FERC accepts for filing a change in such
methodology applicable to all of Edison's resale partial
requirements customers that have integrated operations
agreements with Edison. If such filing is uncontested, the
change in methodology shall be effective as of the date of
lacceptance for filing with FERC, and if such filing is
contested, such change shall be effective as to Vernon upon
the date of a final FERC order changing such methodology.
9.6 Any change in scheduling and dispatching service
charges, if required to be filed as a rate change with the
FERC, shall be filed with the FERC at least 60 calendar days
lin advance of January 1, and Vernon agrees that such change
Imay become effective on said date unless Vernon opposes such
change, in which case Vernon shall seek a one -day suspension
in the effective date of the revised scheduling and
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dispatching charges. Such redetermined charges shall be
effective until changed pursuant to Section 9.5.
10. BILLING AND PAYMENT:
10.1 Within ten (10) days after the effective date of
this Agreement in accordance with Section 5.1, Edison shall
render a bill to Vernon for reserving transmission service
pursuant to Section 9.1. Vernon shall pay such bill on or
before twenty (20).days after receipt thereof.
10.2 On or before the first day of each month, Edison
shall render bills to Vernon for firm transmission service to
be provided during that month. Vernon shall pay such bills by
10.3 On or before the tenth day of each month, Edison
shall render bills to Vernon for service provided during the
preceding month for: (i) scheduling and dispatching service
pursuant to Section 9.4; (ii) for losses pursuant to
Section 8.4; and (iii) for FERC fees incurred pursuant to
Section 13.5. Vernon shall pay such bills -within twenty (20)
calendar days after receipt thereof.
10.4 Payments as required by Section 10.1, 10.2, and
10.3 which are not made in full by Vernon by said due date
shall thereafter accrue interest at the rate of
ten (10) percent per annum, or the maximum amount which is
'otherwise legally authorized, whichever is less; of the unpaid
balance prorated by days until payment is made.
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10.5 In the event Vernon desires to dispute all or any
part of any bill submitted by Edison pursuant to this
Agreement Vernon shall nevertheless pay the full amount of
the bill when due. Vernon shall give notification in writing
stating the grounds for the dispute and the amount in dispute.
Interest at ten (10) percent per annum, or the maximum amount
which is otherwise legally authorized, whichever is less,
shall be added to the adjustment upon settlement of the
dispute.
11. AUTHORIZED REPRESENTATIVE:
11.1 In order'to,provide for the exchange of
information and preparation of written procedures regarding
the activities required under this Agreement, each Party
shall, within thirty (30) days following execution of this
Agreement, appoint an Authorized Representative and shall
designate such Authorized.Representative by written notice to
the other Party.
11.2 The Authorized Representatives are authorized to
act on behalf of the Party they represent in the
implementation of this Agreement.
11.3 The Authorized Representatives shall have no
authority or power to modify, add, waive or eliminate any
terms or conditions of this Agreement.
11.4 Any action taken or determination made by the
Authorized Representatives shall be in writing.
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11.5 Either Party may at any time change the
designation of its Authorized Representative by written notice
to the other Party.
12. LIABILITY•
12.1 Except for any loss, damage, claim, cost, charge,
or expense resulting from Willful Action, neither Party, its
directors or members of its governing bodies, officers,
employees or agents shall be liable to the other Party for any
loss, damage, claim, cost, charge, or expense of any kind or
nature incurred by the other Party (including, without
limitation, direct, indirect, or consequential loss, damage,
claim, cost, charge, or expense; and whether or not resulting
from the negligence of a Party, its directors or members of
its governing bodies, officers, employees or any person or
entity whose negligence would be imputed to such Party (for
purposes of this Section 12, an "agent")) from the
engineering, repair, supervision, inspection, testing,
protection, operation, maintenance, replacement,
reconstruction, use, or ownership of such Party's electric
system in connection with the implementation of this
Agreement. Except for any loss, damage, claim, cost, charge,
or expense resulting from Willful Action, each Party releases
the other Party, its directors or members of its governing
bodies, officers, employees and agents from any such
liability. Neither Party shall execute, levy, or otherwise
enforce a judgment for such liability, including without
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limitation recording or effecting a judgment lien against the
other Party, its directors or members of its governing bodies,
officers, employees or agents.
12.2 Except for liability resulting from Willful
Action of the other Party, a Party whose electric customer
shall make a claim or bring an action for any death, injury,
loss, or damage arising out of delivery of, or in connection
with, electric service to such customer resulting from the
implementation of this Agreement, shall indemnify and hold
harmless the other Party, its directors or members or its
governing bodies, officers, employees and agents from and
against any liability for such death, injury,.loss, or damage.
As used in this Agreement, the term "electric customer" shall
mean an electric consumer, as distinguished from an electric
utility system to whom power is delivered for resale.
12.3 For the purpose of this Section 12, Willful
Action shall be defined, except as otherwise provided in
Section 6.11 hereof, as follows:
12.3.1 Action taken or not taken by a. Party at
the direction of its directors or members of its governing
bodies, officers, or employees having management
responsibility affecting its performance under this Agreement,
as follows:
12.3.1.1 Action which is knowingly
or intentionally taken or not taken with conscious
indifference to the consequences thereof or with intent that
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injury or damage would result or is likely to result
therefrom.
12.3.1.2 Action which has been
determined by final arbitration award or final judgment or
judicial decree to be a material default under this Agreement
and which occurs or continues beyond the time specified in
such arbitration award or judgment or judicial decree for
curing such default or, if no time to cure is specified
therein, occurs or
continues thereafter beyond a reasonable time to cure such
default.
12.3.1.3 Action which is knowingly .
or intentionally taken or not taken with the knowledge that
such action taken or not taken is a material default under
this Agreement.
12.3.2 Willful Action does not include any act
or failure to act which is merely involuntary, accidental, or
negligent.
12.3.3 The phrase "employees having management
responsibility", as used in this Section 12.3, means the
employees of a Party who are responsible for one or more of
the executive functions of planning, organizing, coordinating,
directing, controlling, and supervising such Party's
performance under this Agreement with.responsibility for
results.
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12.4 The provisions of this Section 12 shall be
binding upon the Parties to the full extent permitted by law.
13. REGULATORY AUTHORITY:
13.1 Edison shall tender this Agreement for filing
with FERC in a timely manner, and Vernon shall support Edison
in obtaining all necessary authorization and approvals for
this Agreement.
13.2 It is understood that the initial rate for firm
transmission service specified in Section 9.2 is based on the
use of Edison's transmission facilities available.on the date
of execution of this Agreement and on an overall rate of
return as authorized by the CPUC of 9.55t.
13.3 whenever, during the term of this Agreement, the
CPUC finds a new overall rate of return on retail operations.
to be reasonable for Edison and authorizes rates based on such
new rate of -return to become effective, the rate for firm
transmission service specified in Section 9.2 (as it may have
been modified pursuant to this Section 13.3) shall be revised
to reflect said new rate of return. Such revised rate for
firm transmission service shall be applied to service made
available hereunder on and after the date when the.CPUC has
authorized retail rates based on such new rate of return to
become effective. In addition, if either Party believes that
for reasons other than a change in rate of return there has
been a significant change in Edison's annual revenue
requirements for the facilities upon which the rate for firm+
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transmission service made available hereunder is based, Vernon
may submit a request to Edison, or Edison may give notice to
Vernon, that the rate be redetermined. Following such request
or notice, Edison shall redetermine such rate and file such
redetermined rate with the FERC, and such rate shall be
effective as of the first day of the month following the date
of such redetermination; provided, however, that such a
redetermination may be made no sooner than twelve months after
the most recent redetermination of rates for service for
reasons other than a change in rate of return. Any
redetermination of the rate for firm transmission service
pursuant to this Section 13.3 shall be made in a manner
consistent with the method by which the initial rate for firm
transmission service made available hereunder was determined
and shall be based on all conditions in existence at the time,
of such redetermination. Nothing in this Section 13.3 shall
be interpreted as agreement by Vernon that a rate
redetermination in accordance with the methodology stated is
appropriate for ratemaking under this Agreement. Accordingly,
Vernon reserves the right to contest any FERC filing made
pursuant to this Section 13.3.
13.4 Nothing contained herein shall be construed as
affecting in any way: (i) the right of Edison, in furnishing
firm transmission service hereunder, to unilaterally make
filings with the FERC for a change in rates (including without
limitation transmission losses and scheduling and dispatching
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costs) or rate methodology or design associated with the
of Vernon to oppose such changes under Section 205 of the
Federal Power Act; (iii) the right of Vernon to file a
complaint requesting a change in rates (including transmission
losses and scheduling and dispatching costs) or rate
methodology or design relating to transmission service
provided hereunder, under Section 206 of the Federal Power Act
and pursuant to the rules and regulations promulgated by the
FERC thereunder; or (iv) the right of Edison to oppose such
change requested by Vernon under Section 206 of the.Federal
(Power Act.
13.5 Vernon shall reimburse Edison for all fees and
charges imposed on Edison by the FERC attributable to the
service provided under this Agreement or amendments thereto
including, but not limited to, the portion of the annual
charge imposed on Edison for FERC's administrative costs which
is attributable to Edison's provision of transmission service.
14. NO DEDICATION OF FACILITIES: Any undertak5ng by one
Party to the other Party under any provision of this Agreement
shall not constitute the dedication of the system or any
portion thereof of the Party to the public or to the other
Party, and it is understood and agreed that any such
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undertaking under any provision of this Agreement by a Party
shall cease upon the termination of its obligations hereunder..
15. NO THIRD PARTY RIGHTS: Unless otherwise specifically
provided in this Agreement, the Parties do not intend to
create rights in or to grant remedies to any third party as a
obligation, or undertaking established hereunder.
16. UNCONTROLLABLE FORCES: Neither Party shall be considered
to be in default in the performance of any of its obligations
hereunder (other than obligations of Vernon to make payment
for bills rendered pursuant to Section 10) when a failure of
of the Party unable to perform such obligation, including, but
not limited to, failure of or threat of failure of facilities,
flood, drought, earthquake, storm, fire, pestilence, 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 inability 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
exercise of due diligence it has been unable to overcome.
Nothing contained herein shall be construed as to require -a
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Party to settle any strike or labor dispute in which it may be
involved.
17. SALE OR ASSIGNMENT OF TRANSMISSION SERVICE:
17.1 Vernon may sell or assign to a Third Party all or
a portion of its rights to firm transmission service provided
pursuant to this Agreement. Any sale or assignment by Vernon
may be for a term coextensive with the term of this Agreement
or any lesser term. The Parties contemplate that, for shorter
term, hourly, interruptible or spot transactions, Vernon will
choose to sell transmission service, and that for longer term
transactions, Vernon will assign its rights to transmission
service. Vernon shall be responsible for scheduling all
transactions involving sales of transmission service, while in
the event of an assignment, Vernon's assignee shall be
responsible for scheduling directly with Edison and Third
Parties.
17.2 Any assignment by Vernon of its interest in this
Agreement which is made without the written consent of Edison
shall not relieve Vernon from its primary liability for any of
its duties and obligations hereunder, and in the event of any
such assignment, Vernon shall continue to remain primarily
liable for payment of any and all money due Edison hereunder
and for the performance and observance of all other covenants,
duties, and obligations to.be performed and observed hereunder
by it to the same extent as.though no assignment had been
made.,
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17.3 Whenever an assignment of Vernon's interest in
this agreement is made with the written consent of Edison,
Vernon's assignee shall expressly assume in writing the duties
and obligations hereunder of Vernon and, within thirty (30)
calendar days after any such assignment and assumption of
duties and obligations, Vernon shall furnish or cause.to be
furnished to Edison a true and correct copy of such,assignment
and assumption of duties and obligations.
17.4 Any sale of transmission service by Vernon shall
.not relieve Vernon from its primary liability for -any of its
duties and obligations hereunder, and in the event of any such
sale, Vernon shall continue to remain primarily liable for
payment of any and all money due Edison hereunder, and for the
performance and observance of.all other covenants, duties, and
obligations to be performed and observed hereunder by it to
the same extent as though no sale had been made.
17.5 Vernon may request Edison's acceptance of an
assignment as a complete or partial novation of this
Agreement. If Edison, in its sole determination, consents to
a novation, the Parties shall amend this Agreement to reflect
the substitution of Vernon's assignee, and shall negotiate in
good faith the modification of any provision of this Agreement
as necessary to accommodate the novation. Such an amendment
shall be filed with the FERC, and after acceptance for filing
without changes unacceptable to either Party, shall relieve
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securities, provided that the assignment of a right or
interest as security shall not confer upon the assignee or
transferee the rights to utilize the transmission service
except to the extent that the assignee or transferee provides
service to a Third Party in accordance with this Agreement.
17.7 Any sale or assignment by Vernon pursuant to this
Section 17 shall not result in Vernon receiving compensation
that exceeds the higher of (i) the original rate paid by
Vernon, (ii) Edison's maximum rate at the time of the
assignment or -sale, or (iii) Vernon's opportunity cost. If
FERC should change its policy with respect to compensation
permitted on assignment or sale of transmission service
entitlement, and if Vernon shall elect to have that new policy
reflected in this Section 17.7, the Parties hereto shall amend
this Section to reflect that new policy.
18. RELATIONSHIP OF PARTIES: The covenants, obligations, and
liabilities of the Parties are intended to be several and not
joint or collective, and nothing contained in this Agreement
shall ever.be construed to create an association, joint
venture, trust, or partnership, or to impose a trust or
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responsible for its own covenants, obligations, and
liabilities as provided in this Agreement. Neither Party
shall be under the control of or shall be deemed to control
the other Party. Neither Party shall be the agent of or have
a right or power to bind the other Party without such other
Party's express written consent.
19. SERVICE CONDITIONS: No provision., or lack of any
specific provision, in this Agreement shall be deemed by the
FERC or either Party as being a precedent in any existing or
future negotiations among the Parties, or in any existing or
future litigation except to the extent specifically stated
herein. Moreover, no provision (or lack of a provision) of
this Agreement shall be used by the FERC or either Party as
support for the reasonableness of any position or proposal in
dispute in any existing or future arbitration, regulatory
proceeding, or other litigation.
20. NON -WAIVER: Any waiver at any time by either Party of
its rights with respect to a default under this Agreement, or
with respect to any other matter arising in connection with
this Agreement, shall not be deemed a waiver with respect to
any other default or matter arising in connection therewith.
Any delay, short of any statutory period of, limitation, in
asserting or enforcing any right, shall not be deemed a waiver
of such right.
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21. SOLE JUDGMENT OR DETERMINATION: Where the terms of this
Agreement provide for an action to be based on the sole
judgment or determination of either Party, such sole judgment
or determination will be exercised in good faith and in
accordance with good utility practice.
22. EFFECT OF SECTION HEADINGS: Section headings appearing
in this Agreement are inserted for convenience only and shall
not be construed as interpretations of text.
23. GOVERNING LAW: This Agreement shall be interpreted,
governed by, and construed under the laws of the State of
California or the laws of the United States, as applicable, as
if executed and to. be performed wholly within the State of
I California.
Any notice, demand, or request provided for in
it, shall be in writing and shall be deemed properly served,
given, or made if delivered in person or sent by United States
mail, postage prepaid, to the persons specified below unless
otherwise provided for in this Agreement:
Southern California Edison Company
Manager of Grid Contracts & Business Management
P.O. Box 800
Rosemead, California 91770
City' of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: City Administrator/City Clerk
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Either Party may at any time, by 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.
25. PVNGS Transmission Service Agreement: The PVNGS
Transmission Service Agreement is hereby terminated effective
the date this Agreement becomes effective.
26. SIGNATURE CLAUSE: The signatories hereto represent that
they have been appropriately authorized to enter into this
Agreement on behalf of the Party for which they sign.
(SOUTHERN CALIFORNIA EDISON CITY OF VERNON
COMPANY
By: ` By:
Name: Vikram S. Budhraja Name: Leonis C. alburg
Title: Senior Vice President Title: Mayor
Date: 5" -,2 9- 9w Date:
APPROVED
BRYANT C. DANNER
er7i :r Vice President
and General Counsel
BY 8 L.Samm
Attorney
ATTEST:
By: l/
Title: City Clerk
Name: Bruce V. Malkenhorst
Approved as to form:
By:
Title:
'.� � � a .,
c /tom i
David B. Brearley
City Attorney
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SCE 25-399 R E V 11 /90
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�'AB O rn�tmrrTmc
E TI N
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T I T,u
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PARTIES
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2.
RECITALS
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3•
AGREEMENT
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DEFINITIONS
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5.
TERM
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6.
TRANSMISSION SERVICE EXCHANGE AGREEMENT
10
7.
TRANSMISSION SERVICE
11
8.
TERMINATION OF THE TRANSMISSION SERVICE
EXCHANGE AGREEMENT
12
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SCHEDULING
13
10.
SPINNING RESERVE REQUIREMENTS
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11.
TRANSMISSION LOSSES
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12.
CHARGES
16
13.
BILLING AND PAYMENT
ti
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ADMINISTRATION
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15.
LIABILITY
19
16.
REGULATORY AUTHORITY
20
21
17.
NO DEDICATION OF FACILITIES
18.
SERVICE CONDITIONS
22
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19.
TERMINATION OF PRIOR AGREEMENT
24
20.
NO THIRD PARTY RIGHTS
25
21.
UNCONTROLLABLE FORCES
26
22.
SALE OR ASSIGNMENT OF TRANSMISSION
SERVICE
23.
RELATIONSHIP OF PARTIES
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TABLE OF CONTENTS
(CONTINUED)
SECTTON
24.
TTTT,F
WAIVERS
25.
SOLE JUDGMENT OR DETERMINATION
26.
EFFECT OF SECTION HEADINGS
27.
GOVERNING LAW
28.
NOTICES
29.
SIGNATURE CLAUSE
EXHIBIT A
—ii—
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EDISON-VERNON
FIRM TRANSMISSION SERVICE AGREEMENT
1. PARTIES: The Parties to this Agreement are the CITY OF
VERNON ("Vernon" or "City"), a municipal corporation of the
State of California and SOUTHERN CALIFORNIA EDISON COMPANY
("Edison"), a California Corporation, hereinafter sometimes
referred to individually as "Party" and collectively as
"Parties".
2. RECITALS: This Agreement is made with reference to the
following facts, among others:
2.1 Edison is a utility engaged in the business of
generating and transmitting electric energy in the States of
Arizona, California, Nevada, and New Mexico. Edison is further
engaged in the business of distributing such energy in
California.
2.2 Vernon is a municipality engaged in the business
of generating, transmitting, and distributing electric energy
and presently purchases from Edison a portion of its needs for
electric capacity and energy under resale rate schedule
No. R-7.4 filed by Edison with the FERC.
2.3 Pacific Gas & Electric Company ("PG&E") is a
utility engaged in the business of generating, transmitting,
and distributing electric energy in the State of California.
2.4 Edison, the Department of Water and Power of the
City of Los Angeles, and other entities own the PDCI Line and
have rights to transmit power over such facilities pursuant to
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the Pacific Intertie D-C Transmission Agreement. (LADWP
Contract No. 10078, authorized by Resolution 813, April 14,
1966)
2.5 The PDCI owners expanded the capability of the
PDCI Line through the HVDC Expansion Project.
2.6 PG&E and Edison are parties to the California
Companies Pacific Intertie Agreement (i1CCPIA") (Edison FERC
Rate Schedule No. 40), pursuant to which PG&E has an
entitlement to use a relative size percentage (25%) of the
PDCI. Pursuant to the Edison -PG&E Transmission Agreement
(Edison FERC Rate Schedule No. 256) and the CCPIA, PG&E has an
entitlement to use a relative size percentage (25%) of the
additional bi-directional transfer capability of the PDCI Line
that results from the HVDC Expansion Project.
2.7 Edison is the owner and operator of certain
500 kV, 230 kV, and 66 kV transmission facilities which connect
Midway Substation and Sylmar Switching Station, Midway
Substation and Vernon City Gate, and Sylmar Switching Station
and Vernon City Gate.
2.8 In 1984, Edison, PG&E, Vernon, and certain other
parties entered into a Memorandum of Understanding (t1MOU11),
which specified certain rights and obligations of participants
in the California Oregon Transmission Project ("COTP").
2.9 In 1990, the California Public Utilities
Commission ("CPUC") denied the applications of Edison and PG&E
to participate in the COTP.
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2.10 Vernon is a participant in the COTP, and has
elected an ownership interest of 8.053% with a transmission
entitlement of 7.54970 or, after rounding, approximately'
121 MW.
2.11 Vernon has asserted that the MOU governs the germs
and conditions under which PG&E is obligated to provide Vernon
with transmission service between the COTP terminus and Midway
Substation. Vernon has filed a complaint ("Complaint") against
PG&E, in FERC Docket EL92-2, which asserts, among other things,
that the MOU is enforceable by the FERC and requesting that
PG&E file the MOU with the FERC.
2.12 PG&E has asserted that the MOU is only binding on
the COTP participants, and that PG&E is no longer a COTP
participant because of the CPUC's denial of its application.
Edison has intervened in FERC Docket EL92-2, and also has
asserted that the MOU is not binding on Edison following the
CPUC's denial of its application.
2.13 Vernon and PG&E agreed to enter into the
Transmission Service Exchange Agreement as a basis for
settlement of FERC Docket No. EL92-2, pursuant to which PG&E
would exchange PDCI transmission service for Vernon's COTP
transmission service. Vernon has requested that Edison consent
to the exchange by PG&E of a portion of its PDCI transmission
service in accordance with the Transmission Service Exchange
Agreement. In addition, Vernon will require transmission
service from Edison in order to implement such exchange.
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2.14 Vernon raised certain issues regarding Edison's
obligations under the MOU to provide transmission service south
of Midway for non-integrated sources in FERC Docket ER88-83
(Phase II). Edison contended such service under the MOU was
limited to integrated resources. Notwithstanding Edison's
position that the MOU is no longer binding on Edison, by letter
dated November 5, 1991, Edison committed to Vernon that it
would provide firm transmission service to Vernon to enable
Vernon to utilize its full entitlement in the COTP, and that
such firm transmission service would be without limitation to
integrated resources. As a result of Edison's commitment,
Vernon withdrew, without prejudice, the issues related to the
MOU from FERC Docket ER88-83 (Phase II).
2.15 Edison is willing to provide firm transmission
service between the Midway Substation, the Sylmar Switching
Station, and Vernon City Gate, to provide appropriate
scheduling and dispatching services, and to consent to the
exchange by PG&E of a portion of its PDCI transmission service
in accordance with the Transmission Service Exchange Agreement,
all in accordance with the terms and conditions specified
herein.
3. AGREEMENT: The Parties agree as follows:
4. DEFINITIONS: The following terms, when used herein with
initial capitalization, whether in the singular or the plural,
shall have the meanings specified:
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4.1 Agreement: This Edison -Vernon Firm Transmission
Service Agreement.
4.2 Authorized Representative: The representative of
a Party designated in accordance with Section 14.
4.3 CCPIA: California Companies Pacific Intertie
Agreement, dated August 25, 1966, as amended and supplemented
from time to time (Edison FERC Rate Schedule No. 40).
4.4 COB: California -Oregon border.
4.5 Control Area: All or part of a Party's electric
generation resources, transmission facilities, and distribution
facilities, or a combination thereof with those of Third
Parties, to which a common automatic generation_ control scheme
is applied.
4.6 COTP: The California -Oregon Transmission Project,
a 500 kV alternating current transmission facility.
4.7 CPUC: California Public Utilities Commission, or
its regulatory successor.
4.8 Edison PG&E Transmission Agreement: Edison -PG&E
Transmission Agreement, dated July 27, 1990 (Edison FERC Rate
Schedule No. 256).
4.9 Electric ri o_ Utility: An entity or lawful association
which has an entitlement in, owns, operates, or contractually
controls facilities for the generation (including a contract to
purchase power from Vernon or another Third Party),
transmission (including a contract for transmission service),
and/or distribution of electric power, including self or
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contracted power scheduling and dispatching capabilities
therefor, and which (i) is a public utility or Independent
Power Producer regulated under applicable state law or the
Federal Power Act, or (ii) is exempt from such regulation under
the Federal Power Act because it is the United States, a_State
or any political subdivision thereof or an agency, authority,
or instrumentality of any of the foregoing, or an electric
generation, transmission and/or distribution cooperative exempt
from federal and/or state regulation as a public utility.
4.10 FERC: Federal Energy Regulatory Commission, or
its regulatory successor.
4.11 HVDC Expansion Project: The HVDC Sylmar Expansion
Project designed and constructed to increase the non -
simultaneous transfer capability of the PDCI Line.
4.12 T_ndeyendent Power Producer: An entity which is a
non-traditional public utility that produces and sells
electricity for resale but which does not have a retail service
franchise:
4.13 Midway Substation: The point of interconnection
between Edison's 500 kV electrical system and PG&E's 500 kV
electrical system at Midway, located in Kern County,
California.
4.14 MM: The Memorandum of Understanding, entered
into as of December 19, 1984, among Edison, Vernon, PG&E, and
various other parties, relating to the COTP.
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4.15 NOB: Nevada -Oregon Border.
4.16 Pacific Intertie D-C Transmission Agreement: The
Pacific Intertie D-C Transmission Facilities Agreement between
the Department of Water and Power of the City of Los Angeles
and Edison.
4.17 Partial Requirements Rate: Edison's rate
schedule R-7.4, on file with the FERC, for partial requirements
service for Vernon, as it may be modified, or any successor
rate schedule.
4.18 PDCI Line: The ±500 kV direct current
transmission line between NOB and Sylmar, which includes the
HVDC Expansion Project.
4.19 Point of Delivery: The point(s) at which Edison
provides schedules of capacity and energy and delivers energy
in accordance with this Agreement: For the purpose of this
Agreement, the Points of Delivery shall be the Midway
Substation, the Sylmar Switching Station, and/or the Vernon
City Gate.
4.20 Point of Recei)t: The point(s) at which Edison
accepts schedules of capacity and energy and receives
deliveries of energy in accordance with this Agreement. For
purposes of this Agreement, the Points of Receipt shall be the
Midway Substation, the Sylmar Switching Station, and/or the
Vernon City Gate.
4.21 Qualifying Facility: A facility which is a
qualifying small power production facility or a qualifying
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cogeneration facility as these terms are defined in Federal
Power Act Sections 3 (17) (A) , 3 (17) (C) , 3 (18) (A) , and 3 (18) (B) ;
which meets the requirements set forth in 18 C.F.R.
§§292.203-292.209.
4.22 Scheduling Point: The point(s) at which Vernon
shall schedule transactions in accordance with this Agreement.
For purposes of this Agreement, the Scheduling Points shall be
NOB, Midway Substation, Sylmar Switching Station, and/or the
Vernon City Gate.
4.23 Scheduling Rights: PG&E's offramp rights at
Sylmar Switching Station which PG&E has in accordance with
Section 6.2 of -the Edison -PG&E Transmission Agreement.
4.24 Sylmar: The southern terminus of the PDCI Line in
Los Angeles, California, which includes regulating transformers
connecting the Los Angeles Department of Water and Power
("LADWP") and Edison 230 kV busses. References in this
Agreement to flows "north to south" refer to flows from LADWP
to Edison at Sylmar, and flows from "south to north" refer to
flows from Edison to LADWP at Sylmar.
4.25 Sylmar Switchina Station: Edison's 230 kV AC bus
on the 230 kV side of the AC switchyard, at the southern
terminal point of the PDCI Line located at Sylmar.
4.26 Third Party: An Electric Utility or Qualifying
Facility not a party to this Agreement.
4.27 Transmission Capability: The transfer ability,
expressed in MWs, of transmission facilities available to
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Edison to transmit electrical energy from a Point of Receipt to
a Point of Delivery, which is determined, consistent with good
utility practices, in the sole judgment of Edison, to be the
maximum electrical energy transfer ability of the transmission
facilities under operating conditions existing at the time of
determination.
4.28 Transmission Capacity: The transfer ability,
expressed in MWs, of transmission facilities available to
Edison to transmit energy from a Point of Receipt to a Point of
Delivery, which from time to time is determined, consistent
with good utility practices, in the sole judgment of Edison, to
be the maximum electrical energy transfer ability of such
facilities under normal operating conditions.
4.29 Transmission Service Exchange Agreement: The
Transmission Service Exchange Agreement between PG&E and Vernon
dated September 3, 1992, a copy of which is attached hereto as
Exhibit A.
4.30 Vernon City Gate: The point where the electric
conductors of Edison connect with those of Vernon and where
schedules of capacity and energy and deliveries of energy to
meet Vernon's load take place between the Parties, which shall
be the city limits of Vernon.
4.31 Vincent Substation: Edison's 500/230 kV
substation located approximately ten miles south of Palmdale,
California.
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4.32 WSCC: The Western Systems Coordinating Council,
or its successor.
5. TERM:
5.1 The Parties agree that this Agreement and the firm
transmission service to be made available hereunder shall
become effective on the date this Agreement is accepted for
filing by the, FERC without suspension; provided, however, that
if upon such filing FERC enters into a hearing to determine
whether this Agreement is just and reasonable, this Agreement
shall not become effective until the date when an order no
longer subject to judicial review has been issued by FERC
determining this Agreement to be just and reasonable without
changes or new conditions unacceptable to either Party.
5.2 Except for Vernon's obligations to pay bills
pursuant to Section 13, unless the Parties mutually agree to
terminate this Agreement, this Agreement shall be coterminous
with Vernon's ownership of its COTP entitlement; provided that,
for purposes of this Section 5.2, Vernon may assign the
ownership of its COTP entitlement to a joint powers agency, or
to any other entity or person for the sole purpose of security
for its present and future bonds or other obligations and
securities, without being deemed to have terminated its
ownership interest in the COTP. At the end of the term hereof,
if Vernon shall still have a need for the transmission service
provided hereunder, this Agreement shall be extended upon
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equitable terms and conditions to be agreed to by Edison and
Vernon.
6. TRANSMISSION SERVICE EXCHANGE AGREEMENT:
6.1 In accordance with Section 7.2 of the Transmission
Service Exchange Agreement, Vernon receives from PG&E the
following services:
6.1.1 93 MW of firm transmission service from
NOB through the Sylmar Switching Station to Midway Substation,
such amounts being determined at NOB;
6.1.2 82 MW of firm transmission service from
Midway Substation through the Sylmar Switching Station to NOB,
such amounts being determined at NOB;
6.1.3 60 MW north to south and 53 MW south to
north of firm transmission rights through the regulating
transformers at Sylmar to and from the Sylmar Switching
Station, respectively, associated with the non-HVDC Expansion
portion of the PDCI Line; and
6.1.4 93 MW north to south and 82 MW south to
north of the Scheduling Rights which Vernon has in accordance
with Section 7.2 of the Transmission Service Exchange
Agreement.
6.1.5 Edison agrees that Vernon has the
ability to use the services described in Sections 6.1.1 through
6.1.4, except as provided in Section 6.2, and Vernon has the
right to schedule such service in accordance with Section 9 of
this Agreement.
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6.2 In consideration for the services provided by
Edison to Vernon pursuant to this Agreement, (i) Vernon shall
limit its use of the transmission services obtained from PG&E
pursuant to the Transmission Service Exchange Agreement to
transactions between NOB and the Sylmar Switching Station,
(ii) Vernon shall unconditionally waive all rights to schedule
transactions from or to Midway Substation using the
transmission service obtained from PG&E pursuant to the
Transmission Service Exchange Agreement, (iii) Edison shall not
impose charges for transmission service under Section 7.1 of
this Agreement for the transmission segment between Vincent
Substation and the Sylmar Switching Station nor for the
500/230 kV or 230/500 kV transformation at Vincent Substation,
and (iv) transmission losses, for transmission service under
Section 7.1, on the bidirectional transmission path between
Sylmar Switching Station and Midway Substation shall be one and
five tenths percent (1.5%). The prohibition on transmission
service charges described in (iii) above and the loss
percentage described in (iv) above shall not be subject to
change pursuant to Section 16 during the period the
Transmission Exchange Agreement is in effect.
6.3 Edison hereby consents to PG&E's exchange of PDCI
transmission service in accordance with the Transmission
Service Exchange Agreement.
6.4 The transmission service which Vernon receives
from PG&E pursuant to the Transmission Service Exchange-
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Agreement shall be acceptable to Edison for use by Vernon
(i) to import firm capacity and energy as a non-integrated
resource pursuant to special condition 12 of the Partial
Requirements Rate (and any successor rate schedule or agreement
which contains similar provisions) while such provision remains
in effect, (ii) to import firm capacity and energy as an
integrated resource pursuant to an integrated operations
agreement between Edison and Vernon; and (iii) for the purposes
specified in Section 7.1.1. If the Transmission Service
Exchange Agreement is changed or modified Edison shall have the
right to determine if the changed or modified Transmission
Service Exchange Agreement continues to be acceptable for such
uses; Vernon shall not be bound by such determination.
7.1 Commencing on the latest of (i) the effective date
of this Agreement, (ii)'the commercial operation of the COTP,
or (iii) April 1, 1993 or (if it occurs before April 1, 1993)
the effective date of the Transmission Service Exchange
Agreement and continuing for the term of this Agreement, unless
modified pursuant to the terms of Section 8.2, Edison shall
make available to Vernon firm bidirectional transmission
service between a Point of Receipt and a Point of Delivery in
accordance with this Section 7.1, provided, however, that if
the Transmission Service Exchange Agreement is not effective as
of April 1, 1993, or if Vernon and PG&E agree to mutually
terminate the Transmission Service Exchange Agreement, Vernon
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shall elect transmission service in accordance with
Section 8.2, and shall pay the appropriate rate in accordance
with Sections 12.2 and 12.3.
7.1.1 Vernon shall have the right to use the -
firm bidirectional transmission service provided hereunder
(i) to engage in capacity and/or energy transactions for its
own account in accordance with the Partial Requirements Rate
and any other applicable tariff provision or agreement, (ii) to
make sales or exchanges of capacity and/or energy to a Third
Party or broker or marketer, receiving or buying capacity or
energy from and delivering or selling capacity or energy to a
Third Party, at a Scheduling Point, and (iii) to sell or assign
transmission service in accordance with the provisions of
Section 22 between a Point of Receipt and a Point of Delivery
to a Third Party, or broker, or marketer, receiving or buying
capacity or energy from and delivering or selling capacity or
energy to a Third Party.
7.1.2 Firm transmission service is provided in
accordance with this Agreement in the following amounts:
7.1.2.1 93 MW of firm bidirectional
transmission service between the Sylmar Switching Station and
the Midway Substation, 60 MW of firm bidirectional transmission
service. between the Sylmar Switching Station and the Vernon
City Gate and 60 MW of firm bidirectional transmission service
between the Midway Substation and the Vernon City Gate,
provided that:
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7.1.2.1.1 The total
schedules from Midway Substation, as a Point of Receipt, to the
PointsofDelivery shall not exceed 93 MW;
7.1.2.1.2 The total
schedules to Midway Substation, as a Point of Delivery, from
the Points of Receipt shall not exceed 93 MW;
7.1.2.1.3 The total
schedules from the Vernon City Gate, as a Point of Receipt, to
the'Points of Delivery shall not exceed 60 MW;
7.1.2.1.4 The total
schedules to the Vernon City Gate, as a Point of Delivery, from
the Points of Receipt shall not exceed 60 MW;
7.1.2.1.5 Vernon may
schedule up to 93 MW from the Sylmar Switching Station to the
Midway Substation provided such schedules do not exceed the
limitations set forth in Section 7.1.2.1.2;
7.1.2.1.6 Vernon may
schedule up to 60 MW from the Sylmar Switching Station to the
Vernon City Gate provided such schedules do not exceed the
limitations set forth in Section 7.1.2.1.4.
7.1.2.2 Vernon may schedule up, to
93 MW, as determined at NOB, which transmission right Vernon
receives from PG&E as described in Section 6.1.1, into the
Sylmar Switching Station from the PDCI Line.
7.1.2.3 Vernon may schedule up to
82 MW as determined at NOB, which transmission right Vernon
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receives from PG&E as described in Section 6.1.2, onto the PDCI
Line from the Sylmar Switching Station.
7.1.2.4 Vernon may schedule up to
60 MW north to south, and up to 53 Mw south to north, through
the regulating transformers at Sylmar to and from the Sylmar
Switching Station, respectively, using the firm transmission
rights Vernon receives from PG&E as described in Section 6.1.3.
7.1.2.5 Vernon may schedule
simultaneously, at any time, all or any combination of the
service described in Sections 7.1.2.1 through 7.1.2.4.
7.2 Edison reserves the right to interrupt or curtail
the firm transmission service made available hereunder as
follows:
7.2.1 In the event Transmission Capability is
less than Transmission Capacity, and continuity of service
within Edison's Control Area is not being jeopardized, Edison
may curtail the firm transmission service being made available
hereunder on a pro rata share basis of the then -available
Transmission Capability, based on the ratio of Vernon's
entitlements to Transmission Capacity, but only if such
curtailments will remedy or prevent overload conditions.
Reasonable advance notice of such curtailment shall be given to
Vernon where the curtailment is necessary to make non -emergency
repairs, replacements, or modifications or to perform non -
emergency work; otherwise, advance notice to Vernon shall not
be required. Vernon shall have the right to satisfy its
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curtailment obligations as determined in this Section 7.2.1
without curtailing its own schedule if, through arrangements
with Vernon, Edison and/or Third Parties ,adjust their schedules.
in an amount sufficient to satisfy both Vernon's and, if
applicable, their own curtailment obligations.
7.2.2 In the event continuity of service
within Edison's Control Area is being jeopardized, as
determined by Edison in its sole judgment, Edison may curtail
the firm transmission service being made available hereunder to
the extent necessary to avoid or eliminate such jeopardy;
provided, (i) such curtailments may be made only in order that
Edison may fully utilize all generating resources owned by it
or available to it under contract; and (ii) such curtailment
shall occur only after Edison has made all reasonable efforts
to avoid or eliminate such jeopardy by the following means:
7.2.2.1 Increasing the loading of
all on-line generating units and starting up all combustion
turbine peaking units which are available to Edison;
7.2.2.2 Purchasing capacity and
energy from other utilities;
7.2.2.3 Returning to service those
generating units and transmission facilities which are out of
service at the time of such jeopardy and which can reasonably
be returned to service; and
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7.2.2.4 Discontinuing service to
entities served by Edison under interruptible transmission
service agreements and interruptible rate schedules.
7.2.3 Edison shall not have the right pursuant
to this Agreement to curtail or interrupt firm transmission
service except as provided in this Section 7.2
T.3 If the efforts set forth in Sections 7.2.2.1
through 7.2.2.4 do not avoid or eliminate such jeopardy, the
Parties shall endeavor to develop other arrangements to avoid
or eliminate such jeopardy and minimize the effects of Edison's
curtailment on Vernon.
7.4 In the event of any transmission curtailments made
pursuant to Section 7.2 in Edison's transmission lines being
utilized hereunder, Vernon shall if the rate of energy
scheduled by Edison for Vernon's account is curtailed, have the
energy scheduled reduced to reflect Vernon's share of the
amount and duration of said curtailment.
7.5 The Parties recognize that the transmission
service provided by Edison under this Agreement may be
interrupted or curtailed by Edison in accordance with the
provisions of Section 7.2. Such an interruption shall not be
considered a Willful Action as defined in Section 15.3, if it
is implemented in accordance with this Section 7.
7.6 The transmission service provided by Edison
pursuant to Sections 7 and 8 shall be acceptable to Edison for
use by Vernon to import firm capacity and energy as (i) a non.-
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integrated resource pursuant to special condition 12 of the
Partial Requirements Rate (and any successor rate schedule or
agreement which contains similar provisions) while such
provision remains in effect, and (ii) integrated resources
pursuant to an integrated operations agreement between Edison
and Vernon.
8. TERMINATION OF THE TRANSMISSION SERVT(`F F.XC'H7�NGE
AGREEMENT:
8.1 If the Transmission Service Exchange Agreement
terminates by its terms, Vernon and Edison agree to attempt to
negotiate, in good faith, a mutually acceptable exchange of
Edison's PDCI transmission service and Vernon's COTP
transmission service. The cost and reliability of South of
Tesla transmission service will be considered in developing
such a mutually acceptable exchange.
8.2 If the Transmission Service Exchange Agreement
terminates by its terms, then Vernon shall elect, on,a one time
basis, one of the following options:
8.2.1 Vernon may elect to receive up to 93 MW
of firm bidirectional transmission service between the Midway
Substation and the Vernon City Gate;
8.2.2 Vernon may elect to receive up to 93 MW
of firm bidirectional transmission service between the Midway
Substation, the Sylmar Switching Station, and the Vernon City
Gate; or
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8.2.3 Vernon may elect to receive up to a
total of 93 MW of firm bidirectional transmission service
allocated between the Midway Substation -Vernon City Gate path
and the Midway Substation -Sylmar Switching Station -Vernon City
Gate path. If Vernon elects this option, it shall specify the
amount of service'to be provided on each path, up to a total of
93 MW, which shall only be subject to change during the
remaining term of this Agreement upon the mutual consent of the
Parties' Authorized Representatives.
8.3 The total amount of transmission service elected
by Vernon under Sections 8.2.1, 8.2.2, or 8.2.3 may be less
than 93 MW, and Vernon may elect to take no transmission
service.
8.4 Vernon shall use its best efforts to notify Edison
of its election in accordance with Section 8.2 one year prior
to termination of the Transmission Service Exchange Agreement.
If one-year notice is not reasonably possible, Vernon shall
give Edison as much notice as is reasonably possible, but in no
event shall Vernon's election to take service in accordance
with Section 8.2 be made more than one year after the date of
such termination. During any period between termination of the
Transmission Service Exchange Agreement and Vernon's election
in accordance with Section 8.2, Edison shall continue to
provide transmission service to Vernon at the rate specified in
Section 12.1 and with the losses specified in Section 11.2 for
the greater of (i) six months, or (ii) any period of
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continuation of transmission service by PG&E in accordance with
the Transmission Service Exchange Agreement. Thereafter,
Edison shall continue to provide transmission service to Vernon
under this Agreement at the rate specified in Section 12.3 and
with the losses specified in Section 11.1 for the remainder of
any period prior to the effective date of Vernon's election
pursuant to Section 8.2.
9. SCHEDULING:
9.1 Unless otherwise agreed, Vernon shall arrange for
schedules of capacity, energy, and/or transmission service
directly with the Third Party involved. Vernon shall inform
Edison, in accordance with written procedures agreed upon by
the Parties' Authorized Representatives, of all schedules at
each Scheduling Point. Such schedules shall not exceed the*
amounts set forth in Sections 6.1, 7.1.2 and 8.2 of this
Agreement.
9.2 Subject to Section 7.2, schedules of capacity and.
energy and deliveries of energy under this Agreement shall be
as specified by Vernon's schedulers or dispatchers and Vernon
shall have the right to preschedule capacity and/or energy.
Such schedules shall be in accordance with written procedures
agreed to by the Authorized Representatives of Edison and
Vernon.
10. SPINNING RESERVE REQUIREMENTS:
10.1 If Vernon utilizes its PDCI Line.rights to deliver
power to entities outside Edison's`Control Area or lays off any
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part of its PDCI Line rights to such entities, then Vernon or
such entities will be obligated to provide spinning reserves in
accordance with WSCC requirements for deliveries on the PDCI
Line.
11. TRANSMISSION LASSES: Unless otherwise agreed and except
as provided in Section 12.7, Vernon shall, at times and rates
of delivery as agreed by Vernon's and Edison's dispatchers or
schedulers, schedule deliveries of energy to Edison as full
payment for all electrical losses incidental to all hourly
scheduled energy deliveries hereunder, including deliveries on
the NOB -Sylmar Switching Station, Sylmar Switching Station -
Midway Substation,.Sylmar Switching Station -Vernon City Gate,
and Midway Substation -Vernon City Gate transmission paths.
Vernon will be charged losses on the foregoing paths only to
the extent it schedules energy over them.
11.1 Except as provided in Sections 11.2 and 11.3, the
loss percentages Edison is to use in determining Vernon's
losses are to be computed on the basis of average losses, and
are initially set as follows: Two and twelve hundredths
percent (2.12%) on the Sylmar Switching Station -Midway
Substation transmission path; one and nine -tenths percent
(1.9%) on the Sylmar Switching Station -Vernon City Gate
transmission path; and two and ninety-nine hundredths percent
(2.99%) on the Midway Substation -Vernon City Gate transmission
path; four and two hundredths percent (4.02%) on the Midway
Substation -Sylmar Switching Station -Vernon City Gate path, if
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Vernon elects such service pursuant to Sections 8.2.2 or 8.2.3,
of scheduled capacity and deliveries of associated energy or
nonfirm energy for each hour such energy is scheduled and
dispatched. Such percentages may be changed pursuant to
Section 16.
11.2 During the period the Transmission Service
Exchange Agreement is in effect, transmission losses on the
bidirectional transmission path between Sylmar Switching
Station and Midway Substation will be one and five tenths
percent (1.5%) and shall not be subject to change pursuant to
Section 16.
11.3 Vernon's percentage share of losses on the NOB
Sylmar Switching Station Path shall be determined in accordance
with the Pacific Intertie D-C Transmission Agreement and the
CCPIA.
11.4 Vernon shall have the right, on a one time basis
no sooner than 120 days after the filing of this Agreement with
the FERC, to file a complaint, in accordance with Section 206
of the Federal Power Act, regarding the initial transmission
loss percentages set forth in Section 11.1, including the
methodology used to determine such percentages, and Edison
agrees that, if Vernon files such a complaint, Edison shall
have the burden of proving the justness and reasonableness of
such transmission loss percentages or methodology. The FERC's
final order on such investigation shall be given effect as of
the start of Edison's services to Vernon pursuant to this
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Agreement. Any other filings with the FERC by Edison or Vernon
to change the transmission loss percentages or methodology in
accordance with Section 16.4 shall be governed by Sections 205
and 206 of the Federal Power Act, respectively.
12. CHARGES:
12.1 For firm bidirectional transmission service made
available by Edison pursuant to Section 7.1, Vernon shall pay
Edison at an initial rate equal to $.3762 per kW -month
multiplied times 93,000 kW between Midway Substation and
Vincent Substation plus $.4710 per kW -month multiplied times
60,000 kW for service between the Sylmar Switching Station and
the Vernon City Gate. Such initial rate shall be subject to
change pursuant to Section 16. Edison agrees that there is to
be no transmission service charge for the transmission segment
between Vincent Substation and the Sylmar Switching Station,
and no charge for 500/230 kV or 230/500 kV transformation at
Vincent Substation, during the period the Transmission Service
Exchange Agreement is in effect and that such prohibition shall
not be subject to change pursuant to Section 16.
12.2 For firm bidirectional transmission service
between the Midway Substation and the Vernon City Gate made
available by Edison pursuant to Sections 8.2.1 or 8.2.3, Vernon
shall pay Edison at an initial rate equal to $.90 per kilowatt -
month multiplied times the number of kilowatts Vernon elects to
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receive on the Midway Substation -Vernon City Gate path. Such
initial rate shall be subject to change pursuant to Section 16.
12.3 For firm bidirectional transmission service
between the Midway Substation, the Sylmar Switching Station and
the Vernon City Gate made available by Edison pursuant to
Sections 8.2.2 or 8.2.3, Vernon shall pay Edison at an initial
rate equal to $1.22 per kilowatt -month multiplied times the
number of kilowatts Vernon elects to receive on the Midway
Substation -Sylmar Switching Station -Vernon City Gate path.
Such initial rate shall be subject to change pursuant to
Section 16.
12.4 For scheduling and dispatching service provided by
Edison pursuant to this Agreement, Vernon or its assignee shall
initially monthly pay to Edison the sum of the following:
12.4.1 Except as provided in Section 12.4.2,
$59.60 per day for each combination of purchaser or supplier of
capacity and associated energy and transmission path scheduled
by Vernon in a day;
12.4.2 $74.50 per day for each combination of
purchaser or supplier of capacity and associated energy and
transmission path, for transactions for which the purchaser has
an obligation to return capacity or energy to the supplier,
scheduled by Vernon in a day;
12.4.3 $37.25 per day for each combination of
purchaser or supplier of non -firm energy and transmission path
scheduled by Vernon in a day; and
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12.4.4 $22.35 per day for each combination of
supplier and transmission path used by Vernon in a day to
schedule energy deliveries to Edison as payment for losses
pursuant to Section 11.
12.4.5 In the event Vernon, an assignee of
Vernon, or a purchaser of transmission service from Vernon
fails to specify to Edison the type of transaction involved,
the scheduling and dispatching charges shall be as set forth in
Section 12.4.1.
12.5 The daily charges for scheduling and dispatching
service set forth in Section 12.4 shall be redetermined by
Edison prior to January l of each year based on the methodology
for determining such charges filed by Edison with the FERC in
compliance with FERC opinion No. 341. Such methodology shall
not be subject to change unless FERC accepts for filing a
change in such methodology applicable to all of Edisonts resale
partial requirements customers that have integrated operations
agreements with Edison. If such filing is uncontested, the
change in methodology shall be effective as of the'date of
acceptance for filing with FERC, and if such filing is
contested, such change shall be effective as to Vernon upon the
date of a final FERC order changing such methodology.
12.6 Any change in scheduling and dispatching service
charges, if required to be filed as a rate change with the
FERC, shall be filed with the FERC at least 60 calendar days in
advance of January 1, and Vernon agrees that such changes may
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become effective on said January 1 unless Vernon opposes such
change, in which case Vernon shall seek a one -day suspension in
the effective date of the revised scheduling and dispatching
charges. Such redetermined charges shall be effective until
changed pursuant to Section 12.5.
12.7 If Vernon does not schedule energy as payment for
transmission losses in accordance with Section 11, Vernon shall
purchase energy from Edison in an amount equal to Vernon's loss
obligation, but not to exceed 2 MWh per hour, unless otherwise
agreed. Edison shall sell such energy to Vernon at the rate
for energy provided in the Partial Requirements Rate. Such
sale of energy shall be deemed to occur in any hour in which
Vernon does not simultaneously schedule energy to Edison as
payment for transmission losses, and there shall be no charge
for scheduling and dispatching service associated with such
sale of energy. The right to purchase energy in lieu of
supplying energy as payment for transmission losses is specific
to Vernon and, notwithstanding any provision of Section 22, may
not be sold or assigned to Third Parties.
13. RILLING AND PAYMENT:
13.1 Edison shall render bills to Vernon for: (1) firm
transmission service pursuant to Section 12.1, 12.2 or 12.3,
(2) scheduling and dispatching service pursuant to
Section 12.4, (3) energy provided in accordance with
Section 12.71 and (4) FERC fees pursuant to Section 16.6 on or
before the tenth (loth) day of each calendar month for firm
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transmission service provided during such month and scheduling
and dispatching charges and other fees incurred during the
preceding month. Vernon shall pay such bills within
twenty (20) calendar days after receipt thereof.
13.2 Payments which are not made in full by Vernon by
said due date shall thereafter accrue interest at 10 percent
per annum, or the maximum amount which is otherwise legally
authorized, whichever is less, of -the unpaid balance prorated
by days until payment is made.
13.3 In the event Vernon desires to dispute all or any
part of any bill submitted by Edison pursuant to this
Agreement, Vernon shall nevertheless pay the full amount of the
bill when due and shall give notification in writing within
one hundred and eighty (180) days from the date of the billing
stating the grounds for the dispute and the amount in dispute.
Neither Party shall be entitled to an adjustment on any bill
which is not brought to the attention of the other Party within
such period of 180 days. Interest at ten (10) percent per
annum, or the maximum amount which is otherwise legally
authorized, whichever is less, shall be added to the adjustment
upon settlement of the dispute.
14. ADMINISTRATION:
14.1 In order to provide for the exchange of
information and preparation of written procedures regarding the
activities required under this Agreement, each Party shall,
within thirty (30) days following execution of this Agreement,
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appoint an Authorized Representative and shall designate such
Authorized Representative by written notice to the other Party.
14.2 The Authorized Representatives are authorized to
act in behalf of the Party they represent in the implementation
of this Agreement:
14.3 The Authorized Representatives shall have no
authority or power to modify, add; waive or eliminate any terms
or conditions of this Agreement.
14.4 Any action taken or determination made by the
Authorized Representatives shall be in writing.
14.5 Either Party may at any time change the
designation of its Authorized Representative by written notice
to the other Party.
15. LIABILITY•
15.1 Except for any loss, damage, claim, cost, charge,
or expense resulting from Willful Action, neither Party, its
directors or members of its governing bodies, officers,
employees or agents shall be liable to the other Party for any
loss, damage, claim, cost, charge, or expense of any kind or
nature incurred by the other Party (including, without
limitation, direct, indirect, or consequential loss, damage,
claim, cost, charge, or expense; and whether or not resulting
from the negligence of a Party, its directors or members of its
governing bodies, officers, employees or any person or entity
whose negligence would be imputed to such Party (for purposes
of this Section 15, an "agent")) from the engineering, repair,
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supervision, inspection, testing, protection, operation,
maintenance, replacement, reconstruction, use, or ownership of
such Party's electric system in connection with the
implementation of this Agreement. Except for any loss, damage,
claim, cost, charge, or expense resulting from Willful Action,
each Party releases the other Party, its directors or members
of its governing bodies, officers, employees and agents from
any such liability. Neither Party shall execute, levy, or
otherwise enforce a judgment for such liability, including
without limitation recording or effecting a judgment lien
against the other Party, its directors or members of its
governing bodies, officers, employees or agents.
15.2 Except for liability resulting from Willful Action
of the other Party, a Party whose electric customer shall make
a claim or bring an action for any death, injury, loss, or
damage arising out of delivery of, or in connection with,
electric service to such customer resulting from the
implementation of this Agreement, shall indemnify and hold
harmless the other Party, its directors or members or its
governing bodies, officers, employees and agents from and
against any liability for such death, injury, loss, or damage.
As used in this Agreement, the term "electric customer" shall
mean an electric"consumer, as distinguished from an electric
utility system to whom power is delivered for resale.
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15.3 For the purpose of this Section 15, Willful Action
shall be defined, except as otherwise provided in Section 7.5
hereof, as follows:
15.3.1 Action taken or not taken by a Party at
the direction of its directors or members of its governing
bodies, officers, or employees having management responsibility
affecting its performance under this Agreement, as follows:
15.3.1.1 Action which is knowingly
or intentionally taken or not taken with conscious indifference
to the consequences thereof or with intent that injury or
damage would result or is likely to result therefrom.
15.3.1.2 Action which has been
determined by final arbitration award or final judgment or
judicial decree to be a material default under this Agreement
and which occurs or continues beyond the time specified in such
arbitration award or judgment or judicial decree for curing
such default or, if no time to cure is specified therein,
occurs or continues thereafter beyond a reasonable time to cure
such default.
15.3.1.3 Action which is knowingly
or intentionally taken or not taken with the knowledge that
such action taken or not taken is a material default under this
Agreement.
15.3.2 Willful Action does not include any act
or failure to act which is merely involuntary, accidental, or
negligent.
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15.3.3 The phrase "employees having management
responsibility", as used in this Section 15.3, means the
employees of a Party who are responsible for one or more of the
executive functions of planning, organizing, coordinating,
directing, controlling, and supervising such Party's
performance under this Agreement with responsibility for
results.
15.4 The provisions of this Section 15 shall be binding
upon the Parties to the full extent permitted by law.
16. gEGULATORY AUTHORITY:
16.1 Edison shall tender this Agreement for filing with
FERC in a timely manner, and Vernon shall support Edison in
obtaining all necessary authorization and approvals for this
Agreement.
16.2 It is understood that the initial rate -for firm
transmission service specified in Sections 12.1, 12.2, and 12.3
are based on use of Edison's transmission facilities available
on the date of execution of this Agreement and on an overall
rate of return as authorized by the CPUC of 10.59%.
16.3 Whenever, during the term of this Agreement, the
CPUC finds a new overall rate of return on retail operations to
be reasonable for Edison and authorizes rates based on such new
rate of return to become effective, the rate for firm
transmission service specified in Sections 12.1, 12.2 and/or
12.3 shall be revised to reflect said new rate of return. Such
revised rate for firm transmission service shall be applied to
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service made available hereunder on and after the date when the
CPUC has authorized retail rates based on such new rate of
return to become effective. In addition, if either Party'
believes that for reasons other than a change in rate of return
there has been a significant change in Edison's annual revenue
requirements for the facilities upon which the rate for firm
transmission service made available hereunder is based,
Vernon's Authorized Representative may submit a request to
Edison's Authorized Representative, or Edison's Authorized
Representative may give notice to Vernon's Authorized
Representative, that the rate be redetermined. Following such
request or notice, Edison shall redetermine such rate and file
such redetermined rate with the FERC, and such rate shall be
effective as of the first day of the month following the date
of such redetermination; provided, however, that such a
redetermination may be made no sooner than twelve months after
-the most recent redetermination of rates for service for
reasons other than a change in rate of return. Any
redetermination of the rate for firm transmission service
pursuant to this Section 16.3 shall be made in a manner
consistent with the method by which the initial rate for firm
transmission service made available hereunder was determined
and shall be based on all conditions in existence at the time
of such redetermination. Nothing in this Section 16.3 shall be
interpreted as agreement by Vernon that a rate redetermination
in accordance with the methodologystated is appropriate for
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ratemaking under this Agreement. Accordingly, Vernon reserves
the right to contest any FERC filing made pursuant to this
Section 16.3.
16.4 Nothing contained herein shall be construed as
affecting in any way: (i) the right of Edison, in furnishing
firm transmission service hereunder, to unilaterally make
filings with the FERC for a change in rates (including without
limitation transmission losses and scheduling and dispatching
costs) or rate methodology or design associated with the
provision of transmission service hereunder under Section 205
of the Federal Power Act and pursuant to the rules and
regulations promulgated by the FERC thereunder; (ii) the right
of Vernon to oppose such changes under Section 205 of the
Federal Power Act; (iii) the right of Vernon to file a
complaint requesting a change in rates (including transmission
losses and scheduling and dispatching costs) or rate
methodology or design relating to transmission service provided
hereunder, under Section 206 of the Federal Power Act and
pursuant to the rules and regulations promulgated by the FERC
thereunder; or (iv) the right of Edison to oppose such change
requested by Vernon under Section 206 of the Federal Power Act.
16.5 If Vernon elects to use all or any portion of the
transmission service provided by this Agreement for an
integrated resource in accordance with an integrated operations
agreement, as those terms are defined in the Partial
Requirements Rate, then, notwithstanding any other provision of
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this Agreement, Vernon may make a one time election prior to
the start of service under the applicable integrated operations
agreement to have the rates for transmission service used for
such integrated resource (including, without limitation,
transmission service charges, scheduling and dispatching
service charges and transmission losses) determined in
accordance with the then applicable methodology for determining
such rates for integrated resources. Such rates shall be
subject to change in accordance with the applicable integrated
operations agreement, except as set forth in Section 6.2.
16.6 Vernon shall reimburse Edison for all fees and
charges.imposed on Edison by the FERC attributable to the
service provided under this Agreement or amendments thereto
including, but not limited to, the portion of the annual charge
imposed on Edison for FERC's administrative costs which is
attributable to Edison's provision of transmission service.
17. NO DEDICATION OF FACILITIES: Any undertaking by one Party
to the other Party under any provision of this Agreement shall
not constitute the dedication of the system or any portion
thereof of the Party to the public or to the other Party, and
it is understood and agreed that any such undertaking under any
provision of this Agreement by a Party shall cease upon the
termination of its obligations hereunder.
18. SERVICE CONDITIONS:
18.1 The services set forth in this Agreement are
contingent upon the termination of`FERC Docket EL92-2.
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18.2 No provision, or lack of any specific provision,
in this Agreement shall be deemed by the FERC or either Party
as being a precedent in any existing or future negotiations
among the Parties, or in any existing or future litigation
except to the extent specifically stated herein. Moreover, no.
provision (or lack of a provision) of this Agreement shall be
used by the FERC or either Party as support for the
reasonableness of any position or proposal in dispute in any
existing or future arbitration, regulatory.proceeding, or other
litigation.
19. TERMTNATTON OF PRIOR AGREEMENT: This Agreement is in full
satisfaction of Edison's commitments to provide to Vernon
transmission service south of Midway in connection with the
COTP. Vernon shall not allege or assert in any regulatory,
legal, administrative, or other proceeding that Edison has any
additional obligations to provide transmission service to
Vernon south of Midway, pursuant to the MOU or the November 5,
1991 letter. However, Vernon litigation at the FERC or in the
Federal District Court, or appeals from the decisions of either
body, of issues in connection with the interconnection of COTP
with other systems and coordinated operations of COTP with
other systems is not precluded by this Agreement.
20. NO THIRD PARTY RIGHTS Unless otherwise specifically
provided in this Agreement, the Parties do not intend to create
rights in or to grant remedies to any third
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party as a beneficiary of this Agreement or of any duty,
covenant, obligation, or undertaking established hereunder.
21. UNCONTROLLABLE FORCES: Neither Party shall be considered
to be in default in the performance of any of its obligations
hereunder (other than obligations of Vernon to make payment for
bills rendered pursuant to Section 13) when a failure of
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, drought, earthquake, storm, fire, pestilence, 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 inability 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
exercise of due diligence it has been 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.
22.1 Vernon may sell or assign to a Third Party all or
a portion of its rights to firm transmission service provided
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pursuant to this Agreement. Any sale or assignment by Vernon
may be for a term coextensive with the term of this Agreement
or any lesser term. The Parties contemplate that, for shorter
term, hourly, interruptible or spot transactions, Vernon will
choose to sell transmission service, and that for longer term
transactions, Vernon will assign its rights to transmission
service. Vernon shall be responsible for scheduling all
transactions involving sales of transmission service, while in
the event of an assignment, Vernon's assignee shall be
responsible for scheduling directly with Edison and Third
Parties.
22.2 Any assignment by Vernon of its interest in this
Agreement which is made without the written consent of Edison
shall not relieve Vernon from its primary liability for any of
its duties and obligations hereunder, and in the event of any
such assignment, Vernon shall continue to remain primarily
liable for payment of any and all money due Edison hereunder
and for the performance and observance of all other covenants,
duties, and obligations to be performed and observed hereunder
by it to the same extent as though no assignment has been made.
22.3 If Vernon requests Edison's consent to an
assignment, and Edison, in its sole judgement consents in
writing to such assignment, then Vernon's assignee shall
expressly assume in writing the duties and obligations
hereunder of Vernon and, within thirty (30) calendar days after
any such assignment and assumption of duties and obligations,
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Vernon shall furnish or cause to be furnished to Edison a true
and correct copy of such assignment and assumption of duties
and obligations. No such assignment shall be effective unless
Vernon complies with its obligations pursuant to this
Section 22.3.
22.4 Any sale of transmission service by Vernon shall
not relieve Vernon from its primary liability for any of its
duties and obligations hereunder, and -in the event of any such
sale, Vernon shall continue to remain primarily liable for
payment of any and all money due Edison hereunder, and for the
performance and observance of all other covenants, duties, and
obligations to be performed and observed hereunder by it to the
same extent as though no sale has been made.
22.5 Vernon may request Edison's acceptance of an
assignment as a complete or partial novation of this Agreement.
If Edison, in its sole determination, consents to a novation,
the Parties shall amend this Agreement to reflect the
substitution of Vernon's assignee, and shall negotiate in good
faith the modification of any provision of this Agreement as
necessary to accommodate the novation. Such an amendment shall
be filed with the FERC, and after acceptance for filing without
changes unacceptable to either Party, shall relieve Vernon of
its duties and obligations to Edison hereunder to the extent of
the assignment.
22.6 Vernon may assign or transfer any right or
interest in this Agreement, in whole or in part, to a joint
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powers agency, or to any other entity or person as security for
its present and future bonds or other obligations and
securities, provided that the assignment of a right or interest
as security shall not confer upon the assignee or transferee
the rights to utilize the transmission service except to the
extent that the assignee or transferee provides service to a
Third Party in accordance with this Agreement.
23. RETATIONSHT OF PARTIES: The covenants, obligations, and
liabilities of the Parties are intended to be several and not
joint or collective, and nothing contained in this Agreement
shall ever be construed to create an association, joint
venture, trust, or partnership, or to impose a trust or
partnership covenant, obligation, or liability on or with
regard to either Party. Each Party shall be individually
responsible for its own covenants, obligations, and liabilities
as provided in this Agreement. Neither Party shall be under
the control of or shall be deemed to control the other Party.
Neither Party shall be the agent of or have a right or power to
bind the other Party without such other Party's express written
consent.
24. WAIVERS: Any waiver at any time by either Party of its
rights with respect to a default under this Agreement, or with
respect to any other matter arising in connection with this
Agreement, shall not be deemed a waiver with respect to any
other or subsequent default or other matter arising in
connection therewith. Any delay, short of any statutory period
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of limitation, in asserting or enforcing any right, shall not
be deemed a waiver of such right.
25. SOLE JUDGMENT OR DETERMINATION: Where the terms of this
Agreement provide for an action to be based on the sole
judgment or determination of either Party, such sole judgment
or determination will be exercised in good faith and in
accordance with good utility practice, and shall not be
arbitrary or capricious.
26 EFFECT OF SECTION'HEADINGS: Section headings appearing in
this Agreement are inserted for convenience only and shall not
be construed as interpretations of text.
27. GOVERNING LAW; This Agreement shall be interpreted,
governed by, and construed under the laws of the State of
California or the laws of the United States, as applicable, as
if executed and to be performed wholly within the State of
California.
28. NOTICES: 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 United States
mail, postage prepaid, to the persons specified below unless
otherwise provided for in this Agreement:
Southern California Edison Company
c/o Secretary
P.O. Box 800
Rosemead, California 91770
SCE 26-765 REV I1/50
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4305 Santa Fe Avenue
Vernon, California 90058
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Attention: City Administrator/City
Clerk
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Either Party may at any time, by
notice to the other Party,
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change the designation or address
of the person so specified as
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the one to receive notices pursuant
to this Agreement.
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29. SIGNATURE CTAUSE.: The signatories hereto represent that
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they have been appropriately authorized
to enter into this
8
Agreement on behalf of the Party
for whom they sign.
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SOUTHERN CALIFORNIA EDISON
CITY OF VERNON
COMPANY
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By:
y:
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y
Name: V. S. Budhraja
Name: Leonis C. Malburg
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Title: Vice President
Title: Mayor
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Date: Qc-/aA14e- f ZZ
Date:
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ATTEST:
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APPRQVED
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BRYANT DANNER
S i V' a res' ent
a WC n
By:
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gy
Att� y
Title: City Clerk
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GJ, /�
T
Name: Bruce V. Malkenhorst
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Approved as to form:
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$y; r -
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t,. i n
David B. Brearley
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Title: City Attorney
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SCE 26-295 REV i1/90
0 Pr"ed on recycled paver
1
y�
LOS A.NGELES - VERNON
ADELANTO-VICTORVILLE/LUGO
FIRM TRANSMISSION SERVICE AGREEMENT
Between
the
CITY OF LOS ANGELES
DEPARTMENT OF WATER AND POWER
and the
CITY OF VERNON
DWP No. 1 396
LOS ANGELES-VERNON
ADELANTO-VICTORVILLE/LUGO
FIRM TRANSMISSION SERVICE AGREEMENT
DWP No. 10396
• TABLE OF CONTENTS
Section
Title
Page No.
1.
Parties . . . . . . . . . . . .
. .
2.
Recitals . . . ... . . . . . . . . . .. . .
.
3.
Agreement . . . . . . . . . . . .. . . . .
. . 2
4.
Effective Datp. and Term . . . . . . ... .
. . 2
5.
Definitions . . . . . . . . . . . . . .. .
. . 3
5.1 Account . . . . . . . . . . . . . .
3
5.2 Adelanl--o . . . . . . . . . . . . . .
3
5.3 Authorized Representative. . . . . .
. . 3
5.4 Date of Firm operation . . . . ... .
. . 3
5.5 Designee . . . . . . . . . . . . .
3
5.6 Dispatcher . . . . . . . . . . .
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5.7 Energy . . . . . . . .
4
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5-.8 interconnection Facilities . . . . .
. .
5.9 Joint ownership Agreement. . . . . .
. . 4
5.10 Marketplace . . . . . . . . . .
4
5.11 Mead-Aaelanto Project. . . . . . . .
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5.12 operation Agreement. - * '
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of D;ll
5.13 Point of Receipt/Point y
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5.14 Project Participant. . . . . . . . .
. .
5.35 Project Planning Agreement - - - -. -
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5.16 Prudent Utility Practice . . . . . .
. . 5
5.17 Transmission Capacity Entitlement. .
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5.18 Transmission Service Year. . . . . ...
. 6
6.
Firm.Transmission Service.
6
7.
scheduling . . . . . . . . . . .
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S.
Transmission Losses . . . . . . . . . . .
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—
Billing and Pay-,ren+%., . . . .
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10.
Uncontrollable Force .. . . . . . . . . . ...
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2.
LOS ANGELES=VERNON
ADELANTO-VICTORVILLE/LUGO
FIRM TRANSMISSION SERVICE AGREEMENT
PARTIES:
The Parties to this Adelanto-Victorvi1le/ Lugo Firm Transmission
Service Agreement (Agreement) are: THE DEPARTMENT OF WATER AND
POWER OF THE CITY OF LOS A.NGELES (Los Angeles), a department
organized and existing under and by virtue of the Charter of
the City of Los Angeles, a municipal corporation organized and
existing pursuant to the laws of the State of California, and
THE CITY OF VERNON'(V'ernon); a municipal corporation of the
State of California, each sometimes hereinafter referred to
individually as "Party" and collectively as "Parties".
E,EC�TALS:
2.1 The Parties, together with other entities, have entered
into the Project Planning Agreement and determined the
feasibility of constructing and operating the
Mead-Adelanto Project, a 500 kV AC transmission line
between Marketplace and Adelanto with related
Interconnection Facilities.
2.2 The Project Participant has elected to participate in
the Mead -Adelanto Project by executing the Joint
Ownership Agreement and the Operation Agreement. The
Project Participant is entitled to the use of the
Mead-Adelanto Project in an amount up to the Project
Participant's Transmission Capacity Entitlement.
2.3 T`e Project Participant desires to arrange for
transmission service beyond Ade!ant0, to be pr::vlded by
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as such date is defined pursuant to the agreements
2
relating thereto; (v) a date determined pursuant to
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Section 4.3 herein; or (vi) a date mutually agreed upon
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by the Parties.
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4.3
In the event Los Angeles changes the rates specified in
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and pursuant to Section 6.10, Section 7.5, or
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Section 8.1, the Project Participant may choose to
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terminate this Agreement upon giving thirty.(30) days
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prior written notice to Los Angeles.
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5.
DEFINITIONS: The following terms, whether in the singular or
11
in
the plural, when used herein and initially capitalized,
12
shall
have the meanings as hereinafter specified:
13
5.1
Account: A record established by Los Angeles'
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Dispatcher and identified with the Project Participant
15
for the. purpose of recording scheduled transactions of
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Energy or transmission losses.
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5.2
Adelanto: The Adelanto Switching Station 500-kV AC
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switchyard, located near the City of Adelanto, California.
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5.3
Authorized Ret)resentative: Any individual designated by
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a Party as the person authorized to act on behalf of
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such Party, pursuant to Section 16.
22...
.5.4
Date of Firm Operation: The Date .of. Firm Operation .as
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defined in the Joint Ownership Agreement.
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5.5
Designee: The Dispatcher or scheduler of another
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entity, designa-ed by the _roject Participant, who shall
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act as an agent of the Project anticipant to perform
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the scheduling and dispatching requirements pursuant to
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this Agreement.
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5.15 Froiect Planning Aci''eelnePt: The Mead/McCullough-
Victorville/Adelanto Transmission Project Planning
Agreement dated April 1, 1985, as amended by Amendment
No. l dated December 31, 1985, and as amended by
Amendment No. 2 dated March 1, 1991, entered into by
certain parties, including the Project Participant and
Los Angeles, for determination of the feasibility and
the preliminary design and development of the Mead-
Adelanto Project.
5.16 Prudent Utility Practice: Any of the practices, methods
and acts, (including but not limited to the practices,
methods, and acts engaged.in or approved by a
significant portion of the electrical utility industry
within the operating -area of the Western Systems
Coordinating Council or its successor agency) which, in
the exercise of reasonable judgment in light of the
facts known at the time the decision was made, would
have been expected to -accomplish the desired result at
the lowest reasonable cost consistent with good business
practices, reliability criteria, safety considerations
and expediency, taking into account the design and
operational characteristics -of the syste�.. -Prudent <-
Utility Practice is not intended to be limited to the
cptimum practice, methods, or acts to the exclusion of
all others, but rather is a spectrum of possible
practices, methods or acts which would have been
expected to accomplish the desired result. Prudent
Utility Practice includes due regard for manufacturers'6.
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6.3 Firm transmission service, and charges associated
therewith, shall commence upon the Date of Firm -
Operation.
6.4 The amount of firm transmission service provided in each
Transmission Service Year shall be equal to the Project
Participant's Transmission Capacity Entitlement.
6.5 All Energy scheduled by the Project Participant pursuant
to Section 7 herein shall be deemed to have been
transferred between the Point of Receipt and Point of
Delivery.
6.6 In the event it is necessary, in accordance with Prudent
Utility Practice, to curtail service under this
Agreement, including, but not limited to operating
emergencies or planned outages, the firm transmission
service provided to the Project Participant herein shall
,e^
be reduced pro rata with Los Angeles and others for whom
Los Angeles is providing firm transmission service
between the Points of Receipt and the Points of
Delivery.
6.7 The Project Participant shall be responsible for
providing, or making arrangements for, spinning reserve
capacity requirements for its Energy scheduled pursuant
to this Agreement. Los Angeles shall not be required to
maintain any spinning reserve capacity on behalf of the
Project Participant under this Agreement.
6.8 For firm transmission service provided herein, the
Project Participant s.:all pay Los Angeles at the rate of
27.0 cents/kW-month.
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SCHEDULING:
7.1 The Authorized Representatives shall establish
scheduling and dispatching procedures in accordance with
accepted utility practices and the Adelanto transaction
methodology being developed under separate agreement, if
such transaction methodology is implemented by and on
i
behalf of the Project Participant. The Parties shall
schedule Energy and transmission losses pursuant to such
procedures
7.2 Los Angeles shall accept the Project Participant's
hourly schedules of Energy at the Point of Receipt and
deliver such Energy at the Point of Delivery at rates of
delivery -up to and including the Project Participant's
Transmission Capacity Entitlement. If Los Angeles'
Dispatcher requests, the Project Participant's
Dispatcher, or its Designee, shall advise Los Angeles'
Dispatcher of the supplier of the spinning reserve
capacity which is required for the Energy scheduled.
7.3 in the event it is necessary to change schedules,
requests fer changes shall normally be made, emergencies
excepted, at least one-half hour prior to the hour for
which such Energy schedule is to be changed. The
Project Participant's Dispatcher, or its Designee, shall
advise Los Angeles' Dispatcher of (i) the proposed
changes, and (ii) if requested, the supplier of the
required spinning reserve capacity. Upon acceptance by
Los Angeles' Dispatcher of the.hourly schedules proposed
by the Projec= Participant's Dispatcher or its Designee,
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Los Angeles reserves the right to make adjustments in
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the percentage of losses specified herein, based upon
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actual operating experience.
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8.2 Unless otherwise agreed by the Authorized Representatives
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of the Parties or individuals designated by such
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Authorized Representatives, the Project Participant shall
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compensate<Los Angeles for Energy associated with such
8
transmission losses by making a monthly payment for the
9
amount of Energy associated therewith at a rate in $/kWh
10
equal to the monthly average incremental cost of Los
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Angeles' in -basin steam generation.
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9. BILLING AND PAYMENT:
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9.1 Los Angeles shall submit an itemized invoice to the
14
Project Participant each month, as soon as practicable
15
after the end of the month, in which such transmission
16
service was provided. The invoice shall speci:'.y the
17
payment.due for (i) the charge for firm transmission
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service provided in accordance with Section 6; (ii) the
19
charge for Energy associated with the transmission losses
20
which are incurred in accordance with Section 8; and
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(iii) the charge for scheduling and dispatching services
22
provided in accordance with Section 7 herein. The
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Project Participant shall pay such invoice within twenty
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(20) calendar days after receipt thereof.
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9.2 The portion of any invoice which is not paid in full by
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the Project Participant by the due date specified
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herein, shall bear interest at a rate equal to the
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lesser of the highest fixed legal rate (if one exists)
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10.
9.4 Tnvoices shall be submitted by Los Angeles to the
Project Participant at the following address:
City of Vernon
c/o Chief Executive officer of Light and Power
4305 Santa Fe Avenue
Vernon, California 90058
9.5 The Project Participant shall make payments to
Los Angeles at the following address:
Department of Water and Power
of the City of Los Angeles
P.O. Box 111
Los Angeles, California 90051-0100
Attention: Manager of General Accounting Section
Room 1756 (DWP No. 10396)
UNCON'T'ROLLI.BLE FORCE:
Neither Party shall be considered to be in default in the
performance of any of its obligations under this Llcreement.
(oche- than obligations to mare payment for invoices rendered
pursuant to this agreement) when a failure of performance
shall be due to an Uncontrollable Force. The term
"Uncontrollable Force" shall mean any cause beyond the
controi.of the Party unable to perform such obligations,.
including, but not limited to, failure of or threat of
failure of facilities, flood, earthquake, storm, drought,
fire, pestilence, lightning and other natural catastrophes,
epidemic,* war, rie:, civil dis -urbance, strike, labor
dispute, labor or material shcrtoge, sabotage, government
Priorities, restraint by court order or public authority, and
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of its governing bodies, officers and employees from any
such liability. No Party shall execute, levy or
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otherwise enforce a judgment for such liability,
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including recording or effecting a judgment lien'L against I
the other Party, its directors, commissioners or members
of its governing bodies, officers or employees.
11.2 A Party whose electric customer shall make,a claim or
bring an action against the other Party for any death,
injury, loss or damage arising out of delivery of, or in
connection with, electric service to such customer, in
connection with the implementation of this Agreement,
shall indemnify and hold harmless, to the extent
permitted by law, the other Party, its directors,
commissioners or members of its governing bodies',
officers and employees from and against any liability for
such death, injury, loss or damage.
11.3 The provisions of this Section 11 shall be binding upon
the Parties to the full extent permitted by law.
SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the respective successors
and assigns of the Parties. No Party shall voluntarily assign
this Agreement nor any part thereof without pricy written
consent of the other Party; provided however, that such
consent shall not be unreasonably withheld. In connection
with the sale or merger of a substantial portion of a Party's
properties, such w_itten consent shall not be required.
EFFECT OF SECTION HEADINGS:
Section headings, except for def initions, appearing in this
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in person or sent by overnight delivery, first class
mail, registered mail or certified mail, fee or postage
prepaid'. Alternatively, upon agreement between Los
Angeles and the Project Participant such notices,
demands or reauests shall be sent by facsimile.
17.1.1 Denartment of Water and Power
of the City of Los Angeles
c/o Assistant General Manager - Power
P. O. Box 111, Room 1155
Los Angeles, California 90051-0100
17.1.2 City of Vernon
c/o Chief Executive Officer of Light and Power
4305 Santa Fe Avenue
Vernon., California 90058
17.2 The Project Participant may, by notice to Los Angeles, and
Los Angeles may, by notice to the Project Participant,
change the designation or address of the person so
specified as the one to receive notices pursuant to'this
Agreement.
17.3 This Section 17 does not apply to notices and requests of
a routine character in connection with delivery, or
receipt of Energy, or in connection with operaion of
facilities. Such notices and reauests shall be given in
such manner as the Authorized Representatives from time to
time shall arrange.
18. SEVERABILI +V •
In the event that any term, covenant, or condition of this
Agreement, or the application of such term, covenant, or
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23.
GOVERNING LAW
This Agreement shall be interpreted, governed by, and construed
under the laws of the State of California, as if executed and t
be performed wholly within the State of California.
SIGNATURE CLUSE :
IN WITNESS WHEREOF, the signatories hereto represent that they
have been appropriately authorized to enter into this
LOS ANGELES - VERNON ADELANTO-VICTORVILLE/LUGO FIRIM TRANSMISSIC
SERVICE AGREEMENT, DWP No. 10396 , on behalf of the Party for
whom they sign. T::_s Agreement is hereby executed as of the
1 ay of AUG , 1992.
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
"MVED AS T K AND L—EGAuTY BOARD OF WATER AND POWER COMMISSIONERS
JA1cF.5 K TY AT1ILNEY
` OF THE CITY OF_LOS ANGELES
C An
R T D. �tvEISMAN
4=1 •t OTT �7Tourtr
Secretary
CITY OF VERNON
Signature:
Typed Name:
Title:
ATTEST:
City Clerk
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22. GOVER.NING LAW:
This Agreement shall be interpreted, governed by, and construed
under the laws of the. State of California, as if executed and t
be performed wholly within the State of California.
23. SIGNATURE CLAUSE:
IN WITNESS WHEREOF, the signatories hereto represent that they
have been appropriately authorized to enter into this
LOS ANGELES - VERNON ADELANTO-VICTORVILLE/LUDO FIRM TRANSMISSIO
SERVICE AGREEMENT, DW'P No. 10396 , on behalf of the Party for
whom they sign. Tr_s Agreement is hereby executed as of the
18th day of August , 1992.
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
A11010 ED As Tg-K—A 1t AND LEGALITY BOARD OF WATER AND POWER .COMMISSIONERS
JA1lE5 K K, TY AT70L'VE7
OF THE CITY'OF LOS ANGELES
� by
B
D. WELSb[AN and
OLW INA T OTT AT"UftY
Secretary
ATTES =
BRUCE V. MALKENHORST
City Clerk
CITY OF VERNON
Signature: �=z•-�--
Typed Name: LEONIS C. MALBURG
Title: Mayor
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APPROVED AS TO FOiX
BY���1�?t_�i
DAVID B. BREARLIErY
CITY ATTORNEY