Resolution No. 8759
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RESOLUTION NO. 8759
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
LETTER AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND SOUTHERN CALIFORNIA EDISON COMPANY REGARDING
THE INSTALLATION OF METERS AT THE LAGUNA BELL
SUBSTATION
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WHEREAS, on September 16, 1997, the City Council of the City
of Vernon adopted Resolution No. 7017 which, among other things,
approved a Laguna Bell-Vernon Interconnection Service Agreement (the
"Agreement") to implement a new set of arrangements that facilitate the
operating arrangements of both Southern California Edison Company
("Edison") and the City of Vernon under the restructured electric
industry; and
WHEREAS, the City has requested that Edison engineer, design,
procure, construct and install five (5) meters at the Laguna Bell
Substation, including communication and appurtenant equipment, meeting
the criteria of the California Independent System Operator ("ISO")
(collectively, the "ISO Approved Meters"); and
WHEREAS, the City and Edison desire to enter into a side
letter agreement clarifying the arrangement whereby Vernon will pay
all costs incurred by Edison to design, engineer, procure, construct,
install and maintain the ISO Approved Meters at the Laguna Bell
Substation; and
WHEREAS, Edison will perform all initial ISO inspection, ISO
required testing, ISO certification and other work as required by the
ISO for the ISO Approved Meters and obtain the necessary Federal
Energy Regulatory Commission ("FERC") approvals; and
WHEREAS, once the ISO Approved Meters are installed, the
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1 Agreement will need to be amended to reflect the additional operation
2 and maintenance costs for the new ISO Approved Meters and said
3 amendment will need to be filed and approved by the FERC; and
4 WHEREAS, the City will also be required to enter into a
5 Meter Service Agreement, or a similar agreement, with the ISO
6 designating Edison as an authorized user to access the data from the
7 ISO Approved Meters; and
8 WHEREAS, by letter dated May 26, 2005, Bruce V. Malkenhorst,
9 City Administrator/City Clerk, recommended that the Letter Agreement
10 with Edison be approved and executed.
11 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
12 CITY OF VERNON AS FOLLOWS:
13 SECTION 1: The City Council of the City of Vernon hereby
14 finds and determines that the recitals contained hereinabove are true
15 and correct.
16 SECTION 2: The City Council of the City of Vernon hereby
17 approves the Letter Agreement with Edison, a copy of which is attached
18 hereto as Exhibit A and incorporated by reference.
19 SECTION 3: The City Council of the City of Vernon hereby
20 authorizes the Mayor to execute said Letter Agreement for, and on
21 behalf of, the City of Vernon and the City Clerk is hereby authorized
22 to attest thereto.
23 SECTION 4: The City Council of the City of Vernon hereby
24 authorizes and empowers the City Administrator to execute such other
25 agreements and documents and to take such actions as may be necessary
26 or convenient to carry out the City's obligations under and to effect
27 the.purposes of the Letter Agreement and the transactions therein
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The City Council of the City of Vernon hereby
SECTION 5:
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directs the City Clerk, or his designee, to send two fully executed
Letter Agreements to:
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Southern California Edison Company
Attn. Han Tan, Project Director
2244 Walnut Grove Avenue
Rosemead, CA 91770
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SECTION 6:
The City Clerk of the City of Vernon shall
8 certify to the passage of this resolution, and thereupon and
9 thereafter the same shall be in full force and effect.
10 APPROVED AND ADOPTED this 1st day of June, 2005.
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ATTEST:
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BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8759, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, June 1,
2005, and thereafter was duly signed by the Mayor of the City of
Vernon.
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BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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Southern California Edison Company
Rate FERC Schedule No. 469
Original Sheet No. 1
June 1, 2005
Mr. Bruce Malkenhorst
Chief Executive Officer
Light and Power Department
City of Vernon
4305 Santa Fe A venue
Vernon, California 90058
Dear Mr. Malkenhorst:
The City of V ernon ("Vernon") has requested that Southern California Edison Company
("SCE") install meters, including communication and appurtenant equipment that meet the
California Independent System Operator ("ISO") criteria ("ISO Approved-Meters") at SeE's
Laguna Bell Substation. Vernon requests that SCE commence the engineering, design,
procurement and installation of the ISO-Approved Meters as soon as possible.
1. The purpose of this letter agreement ("Agreement") is to agree upon an arrangement
pursuant to which Vernon will finance and SCE will commence work on the engineering,
design, preparation of specifications, procurement and installation of the ISO-Approved
Meters at Laguna Bell Substation as follows:
2. This Agreement shall become effective when the fully executed Agreement is received by
SCE.
3. This Agreement shall terminate (i) two business days after SCE's receipt ofwrltten notice
from Vernon,. if such notice is received by SCE prior to the in-service date of the ISO-
Approved Meters, or (ii) upon mutual agreement of the parties, if no termination notice is
received by SCE prior to the in-service date of the ISO-Approved Meters. Vernon's
obligations to pay charges and expenses incurred or irrevocably committed to be incurred
pursuant to this Agreement as of the termination date of this Agreement will survive
termination of this Agreement.
4. SCE shall design, engineer, procure, construct, install, own, operate and maintain the ISO-
Approved Meters, complete all required ISO documentation associated with the ISO-
Approved Meters, pursuant to ISO Tariff and ISO Metering Protocol, and apply for any
regulatory approvals necessary for the construction and installation of the ISO-Approved
Meters.
5. SCE shall design, engineer, procure, construct, install, own, operate, and maintain the ISO-
connected DATA connection with agreement of ISO negotiated terms and conditions of the
AT&T Next Generation Network (NGN). SCE will adhere to Local Exchange Carriers
(Verizon) conditions and requirements pertaining to Telephone Service connections within
a High Voltage Facility (an Electric Substation).
6. SCE shall use commercially reasonable efforts to design, engineer, procure, construct,
install, successfully test and declare ready for service the ISO-Approved Meters on or
before October 1,2005. SCE does not warrant that such work will be completed in time to
Issuecl by: James A. Cuiltier
Manager, FERC Rates & Regulation
Issued on:
Effective:
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Southern California Edison Company
Rate FERC Schedule No. 469
Original Sheet No. 2
meet such in-service date, and SCE shall not be liable for any cost or damage incurred by
Vernon because of any delay attributable to the date of completion of such work.
7. SCE shall perform or cause. to be performed all initial ISO inspection, ISO required testing,
ISO certification and other work as required by the ISO for the ISO-Approved Meters, as
required by the ISO.
8. . Vernon shall pay all costs incurred by SCE to design, engineer, procure, construct and
install the ISO-Approved Meters. Vernon shall also be responsible for all operational and
maintenance expenses ("O&M") pursuant to the Laguna Bell-Vernon Interconnection
Service Agreement. Upon the effective date of this Agreement, Vernon shall pay to SCE
the estimated costs for the installation of the ISO-Approved Meters, in the amount of
$76,400 (Attachment A) (the "Deposit").
9. Within twelve (12) months following the in-service date of the ISO-Approved Meters, SCE
will determine the actual recorded costs to design, engineer, procure, construct and install
the ISO-Approved Meters and provide Vernon with a final invoice.
a. In the event that Vernon's payment of the estimated costs to design, engineer,
procure, construct and install the ISO-Approved Meters exceeds the amount of
SCE's costs, SCE shall return the excess amount to Vernon, without interest, within
thirty (30) calendar days after the date of the invoice without offset for any amount
which may be in dispute.
b. In the event that Vernon's payment of the estimated costs to design, engineer,
procure, construct and install the ISO-Approved Meters, is less than the amount of
SCE's costs, then SCE shall invoice Vernon for the difference, without interest,
within thirty (30) calendar days after the date of the invoice. Vernon shall pay such
bill within twenty (20) calendar days of receipt, without offset for any amount which
may be in dispute.
c. In the event of a dispute, the parties shall promptly meet and attempt to resolve the
dispute. In the event the parties determine that Vernon did not owe SCE the full
amount paid, then SCE shall refund, without interest, the amount overpaid within
thirty (30) calendar days of such determination.
10. The O&M costs for the ISO-Approved Meters will be governed by the Laguna Bell-
Vernon Interconnection Service Agreement. SCE and Vernon agree to amend the Laguna
Bell-Vernon Interconnection Service Agreement to reflect changes to the Transmission
Service Charge to reflect the incremental O&M cost associated with the new ISO-
Approved Meters arrangement. The amendment also will relieve SCE of the monthly meter
data retrieval and reporting under Section 10.3.2.
11. Vernon agrees to execute the Meter Service Agreement for ISO Metered Entities or a
. suitable replacement of such agreement with the ISO and to designate SCE as an
Authorized User to access the ISO-Approved Meters data.
12. Vernon shall at all times indemnify, defend, and save SCE hannless from any and all
damages, losses, claims (including claims and actions relating to injury to or death
of any person or damage to property), demands, suits, recoveries, costs and expenses, court
costs, attorney fees, and all other obligations by or to third parties, arising out of or
resulting from SCE's performance of its obligations under this Agreement, except in ca~es
of negligence or intentional wrongdoing by SCE.
Issued by: James A. Cui/lier
Manager, FERC Rates & Regulation
Issued on:
Effective:
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Southern California Edison Company
Rate FERC Schedule No. 469
Original Sheet. NO.3
13. Neither party will be considered in default as to any obligation under this Agreement if
prevented from fulfilling the obligation due to an event of Force Majeure. However, a
party whose performance under this Agreement is hindered by an event of Force Majeure
shall make all reasonable efforts to perform its obligations under this Agreement. An event
of Force Majeure means any act of God, labor disturbance, act of the public enemy, war,
insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment, any curtailment, order, regulation or restriction imposed by governmental
military or lawfully established civilian authorities, or any other cause beyond a party's
control. A Force Majeure event does not include an act of negligence or intentional
wrongdoing.
14. This Agreement constitutes the complete and final expression of the agreement between the
parties and is intended as a complete and exclusive statement of the terms of their
agreement which supersedes all prior and contemporaneous offers, promises,
representations, negotiations, discussions, communications, and other agreements which
may have been made in connection with the subject matter of this Agreement.
15 . 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 from this Agreement, shall not be
deemed a waiver with respect to any subsequent default or other matter arising in
connection therewith. Any delay, with the exception of the statutory period of limitation in
assessing or enforcing any right, shall not be deemed a waiver of such right.
16. 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
cr~ate 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 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.
17. The parties do not intend to create rights in, or to grant remedies to, any third party as a
beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking
established herein.
18. This Agreement shall be interpreted by and in accordance with the laws of the State of
. .California.
19. This Agreement shall be binding upon the parties and their successors and assigns. No
party shall assign this Agreement without the other party's prior written consent.
20. SCE will file this Agreement for acceptance by the FERC. Vernon shall support
acceptance of this Agreement as filed, including waiver of any necessary filing and notice
requirements. Such support shall include a written statement of concurrence with such
filing, if requested by SCE.
21. AmbigUities or uncertainties in the wording of this Agreement shall not be construed for or
against any party, but shall be construed in the manner that most accurately reflects the
parties' intent as of the date they executed this Agreement.
Issued by: James A. Cui/lier
Manager, FERC Rates & Regulation
Issued on:
Effective:
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Southern California Edison Company
Rate FERC Schedule No. 469
Original Sheet NO.4
If SCE does not receive the fully executed Agreement and payment within fifteen calendar
days ofVemon's receipt, then the offer reflected in this Agreement will be rescinded and this
Agreement will be of no effect.
SOUTHERN CALIFORNIA EDISON COMPANY
By
Ronald L. Litzinger
Senior Vice President
Agreed to this
day of
, 2005
CITY OF VERNON
By
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Leonis C. Malburg, Mayor
ATTEST:
By:
Bruce V~ Malkenhorst
City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on:
Effective:
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Southern California Edison Company
Rate FERC Schedule No. 469
Original Sheet No.5
ATTACHMENT A
Job Scope:
Install five (5) ISO Approved Meters replacing the existing revenue meters.
Job Description:
1. Engineering
2. Document Retrieval
3. Design & Drafting
4. Certification Documents (ISO)
5. As-built Drawings
6. Project Management
7. Meter Installation & Testing
8. Certified by an ISO Inspector
9. Meter Communication Cable Installation
10. Router Installation.
Total Estimated Cost (Labor & Material) = $76,400
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on:
Effective:
THOMAS A. YBARRA
Mayor Pro-Tern
WM. "BILL" DAVIS
Councilman
JOHN KARNS
Karns & Karabian
General Counsel
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CITY COUNCIL
LEONIS C. MALBURG
Mayor
KEVIN WILSON
Director of Community Services & Water
H. "LARRY" GONZALES
Councilman
STEVEN E. PARKER
Fire Chief
W. MICHAEL McCORMICK
Councilman
SOL BENUDIZ
Police Chief
BRUCE V. MALKENHORST
City Administrator / City Clerk
Chief Executive Officer of
Light & Power
ERIC T. FRESCH
City Attorney
LEWIS J. POZZEBON
Director of Environmental Health
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
RORY BURNETT
Gursey, Schneider & Co. LLP
City Accountant
City Council
City of Vernon
May 26, 2005
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Honorable Members:
The Light & Power Department is requesting approval of a Letter
Agreement with Southern California Edison Company ("Edison") setting
forth the terms and conditions whereby Edison will engineer, design,
procure, construct and install five (5) meters at the Laguna Bell
Substation, including communication and appurtenant equipment meeting
the criteria of the California Independent System Operator ("ISO").
The estimated cost for installation of this equipment is $76,400.00.
This has been reviewed by the City Attorney and it is hereby
recommended that a Letter Agreement with Edison be approved and
executed at said amount.
Very truly yours,
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Bruce V. Malkenhorst
City Administrator/City Clerk
BVM/ke
"Exclusively Industrial"
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CITY ATTORNEY'S OFFICE
INTER-DEPARTMENT MEMORANDUM
DATE: May 31, 2005
TO: Bruce V. Malkenhorst, City Administrator/City Clerk
FROM: Eric T. Fresch, City Attorney ~ ~
SUBJECT: Southern California Edison Company Letter Agreement
COY Meters
I recommend that the City authorize execution of a Letter
Agreement with Southern California Edison Company setting forth
the terms and conditions whereby Edison will engineer, design,
procure, construct and install five (5) meters at the Laguna
Bell Substation, including communication and appurtenant
~quipment meeting the criteria of the ISO. The estimated cost
for installation of this equipment is $76,400.
I look forward to discussing this matter with you at your
earliest convenience.
ETF:ah
c: Manuel G. Garcia, Generation Operations Manager
Daniel Garcia, Bulk Power Manager
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INTEROFFICE
MEMORANDUM
Light and Power - Operations
DATE:
May 31, 2005
TO:
Bruu V. Malkenhorst, City Administrator/CEO, Light & Power Dept.
Manuel G. Garcia, Generation Operations Manager ~
SUBJECT: COV Meten - Southern California Edison Letter Agreement
FROM:
I recommend the execution of a Letter Agreement with Southern California Edison Company
("Edison") setting forth the terms and conditions whereby Edison will engineer, design, procure,
construct and install five (5) meters at the Laguna Bell Substation, including communication and
appurtenant equipment meeting the criteria of the California Independent System Operator
("ISO"). The estimated cost for the installation is the amount of$76,400. The payment of the
estimated cost is considered a deposit until such time as the actual costs for the services and
equipment have been determined, at which time the City will either receive a refund or Edison
shall bill the City for the excess amount.
Once the meters have been installed, Edison will need to amend the Laguna Bell- Vemon
Interconnection Service Agreement approved on September 16, 1997, by Resolution No. 7017 to
reflect the additional operation and maintenance costs for the new ISO-Approved Meters and the
City will need to enter into a Meter Service Agreement or a similar agreement with the ISO
designating Edison as an authorized user to access the data from the ISO-Approved Meter.
If you have any questions, please contact me.
MGG:ah
c: Willard G. Yamaguchi, Chief Deputy City Attorney
Daniel Garcia, Bulk Power Manager