Resolution No. 90231
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t
RESOLUTION NO. 9023
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 FOR MALBURG
GENERATION STATION COMMUNICATIONS FACILITIES
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") between the Southern California Edison Company ("Edison")
and the City of Vernon setting forth the parties' respective rights and
obligations to provide necessary communications facilities such as a
Remote Terminal Unit ("RTU"); and
WHEREAS, on October 17, 2005, the City of Vernon commenced
operation of its 134 mW Malburg Generation Station ("MGS") located
within Vernon's city limits and interconnected to its 66 kV system (the
"Project"); and
WHEREAS, Edison has determined that it needs to remotely
monitor Vernon's MGS by providing real-time data to Edison's Grid
Control Center; and
WHEREAS, the City and Edison desire to enter into a letter
agreement clarifying the arrangement whereby Edison shall engineer,
design, procure, construct and install the Edison MGS Communications
Facilities and the City of Vernon shall engineer, design, procure and
construct the Vernon MGS Communications Facilities; and
WHEREAS, under the terms and conditions in the letter
agreement, the City will pay all costs incurred by Edison to design,
engineer, procure, construct and install the Edison MGS Communications
El
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Facilities, in the estimated sum of $54,400.00 (the "Edison MGS
Communications Facilities Cost"); and
WHEREAS, Edison will perform all the necessary inspections,
testing, certification and other work as.required by the appropriate
agencies and obtain the necessary Federal Energy Regulatory Commission
and/or California Public Utilities Commission approvals; and
WHEREAS, within twelve (12) months following completion of
the Edison MGS Communications Facilities, Edison shall determine the
actual recorded Edison MGS Communications Facilities Cost, associated
Income Tax Component of Contribution and One -Time Cost and invoice or
refund the City the difference between the estimated charges and the
actual recorded costs; and
WHEREAS, the City will also be required to enter into an
amendment to the Agreement, or a similar agreement, with Edison to
include the terms for Edison to own, operate and maintain the Edison
MGS Communications Facilities and Vernon to own, operate and maintain
the Vernon MGS Communications Facilities; and
WHEREAS, the Director of Light & Power has recommended that
the Letter Agreement with Edison be approved and a check issued for
the estimated Edison MGS Communications Facilities Cost.
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
land correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Letter Agreement with Edison, in substantially the same
form as the copy which is attached hereto as Exhibit A and
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incorporated by reference, and approves the payment of costs in
advance in the sum of $54,400.00.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Capital Project Administrator, or his designee, to make
whatever nonsubstantive, administrative and/or text changes, upon
advice of counsel, to the Letter Agreement.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Capital Project Administrator to execute said Letter
Agreement for, and on behalf of, the City of Vernon.
SECTION 5: The City Council of the City of Vernon hereby
authorizes and empowers the Capital Project Administrator to execute
such other agreements and documents and to take such actions as may be
necessary or convenient to carry out the City's obligations hereunder
and to effect the purposes of the Letter Agreement and the
transactions therein authorized.
SECTION 6: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send two fully
executed Letter Agreements, together with the deposit of $54,400.00,
Ito:
Southern California Edison Company
Attn. James A. Cuillier, FERC Rates & Regulation Manager
2244 Walnut Grove Avenue
Rosemead, CA 91770
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SECTION 7: 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 19th day of April, 2006.
ATTEST:
BRUCE V.
Acting C
rk
T, JR.
EO IS C. MAL URG, Mayor,
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9023, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, April 19, 2006, and thereafter was duly signed by the Mayor
of the City of Vernon.
I (S EAL )
BRUCE V.
Acting C
XENHORST, JR.
Clerk
- 5
EXHIBIT
VI&
04/13/2006 07:08 FAX 323 826 1438 CITY CLERK'S OFFICE laoll
Southern California Edison Company
Rate Schedule FERC No. )= Original Sheet No. 1
[DD r0, /% IF T3
I •
Mr. Donal O'Callaghan
Director of Light and Power
Light and Power Department
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
• • r - :n • c � . a• Mid. � _..Y.S__ : 4.. a '��l- 1 _
Dear Mr. O'Callaghan:
On October 17, 2005, the City of Vernon ("Vernon') commenced operation of its 134 MW
Malburg Generation Station ("MGS°) located within Vernon's city limits and interconnected
to its 66 W system (the' project'). Southern California. Edison Company ("Edison') has
determined that it needs to remotely monitor Vernon's MGS by providing real-time data to
Edison's Grid Control Center. Until the required remote terminal unit ("RTU'J and associated
communications equipment have been placed in service. Edison and Vernon have agreed that
Vernon will provide the necessary data to Edison pursuant to Edison's manual operating
procedures.
The Laguna Bell -Vernon Interconnection Service Agreement between Edison and Vernon (the
"ISA') sets forth the parties' respective rights and obligations to provide necessary
communications facilities such as the RTU. The ISA will be amended concurrently with the
execution of this letter agreement ("Agreement°) to include the terns for (i) Edison to own,
operate and maintain the facilities specified in EA bit A hereto required for the Project (the
"Edison MGS Communications Facilities') and (H) Vernon to own, operate and maintain the
facilities specified in Exhibit B hereto required for the Project (the "Vernon MGS
Communications Facilities').
The purpose of this Agreement is to agree upon an arraugemeut pursuant to which (i) Edison
will engineer, design, and procure material and equipment for, and construct, the' Edison MGS
Communications Facilities, and (h) Vernon shall engineer, design, procure and constrict the
Vernon MGS Communications Facilities, as described herein.
1. This Agreement shall become effective on the effective date ordered by the Federal
Enerby Regulatory Committee ("FERC').
2. Subject to Section 3 bellow, this Agreement shall tern i mate upon the earlier of the
following to occur. (i) notice that this Agreement is not accepted for filing by FERC,
or (ii) completion of the audit period specified in Section 13 below.
Issued by: James A_ CuiHier
Manager, FERC Rates & Regulation
Issued on: Effective:
04/13/2006„09 FAI 323 826 1438 CITY CLERK'S OFFICE Q 012
Southem California Edison Company
Rate Schedule FERC No. XXX Original Sheet No. 2
3. 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. Edison will en&eer, design, and procure material and equipment for, and construct,
the Edison MGS Communications Facilities as specified in Exhibit A hereto.
5. Vernon shall engineer, design and procure material and equipment for, and construct
the Vernon MGS Communications Facilities in accordance with the requirements
specified in Exhibit B hereto.
6. The demarcation of ownership between the Edison MGS Communications Facilities
and Vernon MGS Communications Facilities shall be the communication terminal
cabinet at %orris Substation as shown in Exhibit C hereto.
7. Prior to placing the Vernon MGS Communications Facilities in service, Vernon, in
conjunction with Edison, shall (i) verify all points, protocols and timing locally at the
RTU; (ii) correct all incorrect values and data; and (iii) perform a point-to-point, end -
to -end verification of all telemetered points.
8. As specified in Sections 9 and 10 below, Vernon shall pay all of Edison's charges and
expenses for the engineering, design and procurement of material and equipment for,
and construction of, the Edison MGS Communications Facilities. The charges and
expenses incurred pursuant to this Agreement shall include, without limitation,
Edison's costs of Edison employees and contractors including related overheads. Such
charges and expenses are estimated to be $54,400, as identified in Exhibit A hereto.
9. Vernon shall pay all of Vernon's charges and expenses for the engineering, design and
procurement ofmaterial and equipment for, and construction of, the Vernon MGS
Communications Facilities.
10. Upon the effective date of this Agreement in accordance with Section 1 above, Edison
will invoice Vernon in the amount of $54,400 for Edison to perform its obligations
under the teens of this Agreement (the "Estimated Charge'). Vernon shall pay to
Edison the Estimated Charge within ten (10) business days of Vernon's receipt of the
invoice.
11. Within twelve (12) months following the completion of the Edison MGS
Communications Facilities, Edison shall determine the actual recorded Edison MGS
Communications Facilities Cost, associated TTCC and associated One -Time Cost as
defined in Exhibit A, and provide Vernon with a final invoice.
a. If the Estimated Charge paid by Vernon pursuant to Section 10 above is less than the
amount due for the Edison MGS Communications Facilities Cost, associated TTCC and
associated One -Time Cost as determined from the actual recorded Edison MGS
Communications Facilities Cost, associated ITCC and associated One -Time Cost,
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on: Effective:
u4i1U/2006 07:09 FAX �29 826 1498 CITY CLERK`S OFFICE 013
Southern California Edison Company
Rate Schedule FERC No. )00( Original Sheet No. 3
Edison will bill Vernon for the difference between the Estimated Charge and the actual
recorded costs, without interest, within twenty (20) calendar days of the date of such
invoice without offset for any amount which may be in dispute.
b. If the Estimated Charge is greater than the amount due for the Edison MGS
Communications Facilities Cost, associated rTCC and associated One -Time Cost as
determined from the actual recorded Edison MGS Communications Facilities Cost,
associated rrCC anal associated One -Time Cost, Edison will refund Vernon for the
difference between the Estimated Charge and the actual recorded costs, without
interest, within twenty (20) calendar days of the date of such invoice without offset for
any amount which maybe in dispute.
e. In the event of a dispute, the parties shall promptly most and attempt to resolve the
dispute. In the event the parties determine that Vernon did not owe Edison the full
amount paid, then Edison shall refilnd, without interest, the amount overpaid to Vemon .
within thirty (30) calendar days of such determination.
12. Edison and Vernon shall use commercially reasonable efforts to complete such work on
or before four (4) weeks following receipt by Edison of the $54,400 Estimated Charge
specified in Section 10 above. Edison and Vernon understand and acknowledge that
such date is only an estimate and that equipment and material lead times or other
unforeseen events could delay the actual completion date for such work.
13. Edison will maintain records and accounts of all costs incurred in sufficient detail to
allow verification of all costs incurred, including, but not limited to, Iabor and
associated labor burden, material and supplies, outside services, and administrative and
general expenses. Vernon shall have the right, upon reasonable notice, at a reasonable
time at Edison's offices and at its own expense, to audit Edison's records and accounts
as necessary and as appropriate in order to verify costs incurred by Edison. Any audit
requested by Vernon shall be limited to the costs reflected in the final invoice pursuant
to Section 11 hereof, and shall be completed, and written notice of any audit dispute
provided to Edison's authorized representative, within twenty-four (24) months
following receipt by Vernon of such final invoice.
14. In no event shall either party be liable under any provision of this Agreement for any
losses, damages, costs or expenses for any special, indirect, incidental, consequential,
or punitive damages, whether based in whole or in part in contract, in tort, including
negligence, strict liability, or any other theory of liability.
15. Vernon shall at all times indemnify, defend and save Edison harmless 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 Edison's performance of its obligations under this ,Agreement on behalf
of Vernon, except in cases of negligence or intentional wrongdoing by Edisom
issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on: Effective:
04/13/2006 07: 09 FAX 323 826 1438 CITY CLERK'S OFFICE IM 014
Southem California Edison Company
Rate Schedule FERC No. XXX Original Sheet No. 4
16. Neither party will be considered in default as to any obligation under this Agreement if
prevented from fiMling the obligation due to an event of Force Majeure. however, a
parry 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 parry's control. A Force Mad cure event does not include an act of
negligence or intentional wrongdoing.
17. 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 Agrement.
18. 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 denied a waiver with respect to any subsequent default or other matter arising in
conmection therewith. Any delay, with the exception of the statutory period of
limitation in assessing or enfbreing any right, shall not be deemed a waiver of such
right.
19. 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 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.
20. 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.
21. This Agreement shall be interpreted by and in accordance with the laws of the State of
California, without regard to the principles of conflict of laws thereof, or the laws of the
United States, as applicable, as if executed and to be performed wholly within the
United states.
22_ This Agreement shall be binding upon the parties and their successors and assigns. No
Ply shall assign this Agreement without the other party's prior written consent, which
shall not be unreasonably withheld.
Issued by: James A. Willer
Manager, FERC Rates & Regulation
Issued on: Effective:
04/13/2006 07;09 FAX 323 826 1438 CITY CLERK'S OFFICE 015
Southem Califomia Edison Company
Rate Schedule FERC No. XXX Ortglnal Sheet No. 5
23. Edison will file this Agreene at 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 Edison.
24. 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.
25. If Edison does not receive the fully executed Agroement within fifteen (15) calendar
days of Vernon's receipt, then the offer reflected in this Agreement will expire and this
Agreement will be of no effect.
SOUTHERN CALIFORNIA EDISON COMPANY
sy
Ronald L. Litzinger
Senior Vice President
Agreed to this day of . 2006
CITY OF VERNON
:5
Donal O'Callaghan
Director of Light and power
Issued by: James A. Cuililer
Manager, FERC Rates & Regulation
Issued on: Effective:
Q4/13/2006 07:09 FAX 323 826 1438 CITY CLERK'S OFFICE Q016
Southern California Edison Company
Rate Schedule FERC No. )= Original Sheet No. 6
EXHIBIT A,
DESCRIPTION OF EDISON MGS CO104MCATIONS FACILITIES AND
ESTIMATED COST
Scope of Work to be Performed by Edison:
• Install 4W pMS (Power Management System) circuit from the Vernon handoff at Leonis
Substation to Edison's Ughthipe Regional Control Center (RCC).
• Provide support and engineering resources to integrate the. Malburg Generation Station into
the Edison SCADA (supervisory control and data acquisition) system.
• In conjunction with Vernon personnel, verify all points, protocols and timing locally at the
RTU location.
• Verify the telcmetered values prior to RTU in-service date.
• Terminate the communication circuit from the Edison telecom drop into the Lighthipe
DAC (data acquisition controller) located in the Lighthipe computer room.
Estimated Cost:
Edison
Communications
one -Time
dement
lF'adlllties Costf*
ITC01)
Costo)
Total Cost
Edison MGS
Commumications
Facilities
$40 400
$14 000
$0
$54 400
(1) Edison MGS Couurmu icatiens Facilities Cost All costs, exchxft 1TCC and One -Time Cost, deternunc
by Eftau to be associated with the design, engiaeerin& procurement, construction and installation of the
Edison Communications Facilities.
(2) rrCC: The Income Tax Component of Contribution spedfled in the Preliminary Statement, Part M of
Edison's tariff an file with the Cahfbmia Public Utilities Commission, applicable to the Edison MGS
Communications Facilities Cost
(3) One -Time Cost: All costs determined by Edison to be associated with the installation of the Edison
MGS Communications Facilities which are not capitalized.
Issued by., James A. Cuililer
Manager, FERC Rates & Regulation
Issued on: Effective:
_04/:3/2006 07:09 FAX 323 826 1438 CITY CLERK'S OFFICE R017
Southern California Edison Company
Rate Schedule FERC No. XXX Original Sheet No. 7
BXMIT B
SCOPE OF WORK AND EQUIPMENT AND DATA RBQUMMIENTS FOR
VERNON MGS CONMITJNICATIO14S FACI.nMS
Scope of Work to be Performed by Vernon:
• Install the RTU at Malburg 0oneration Station and the required communications facilities
from the Malburg Generation Station to the demarcation point at the communication
terminal cabinet at lr eonis Substation.
• In conjunction with Edison personnel, verify all points, protocols and timing locally at the
RTU prior to the RTU' being connected to Edison's SCADA system. Correct values/data
prior to connecting telemetry to Edison. Analog data to be scaled one-to-one.
• Perform a point -by -point end -to -end verification of all telemetered points prior to placing
the equipment into service.
Equipment and Data Requirements:
• Typo of RTU: Qualitrol IR.8600/SR8550 or a DAQ Callisto based RTU. These models are
proven on SCE's PMS.
• Comm 'cation Co Lion from SCE to the RTU: A dedicated 3002 type analog circuit
with the modem operating at 1200 BPS.
• Protocol from SCE to R'IU(V=on): CDC 44-500 type 1.
• Protocol from the RTU to the SEL 2030: Modbus.
• RTU point jig and data: Edison to provide, specifying the data requirements. Vernon
agrees to provide the data per the RTU point list (Le_, Unit MW, WAR, W, Unit On-
Line/Off-Line Status, Unit CB status. Data to be replicated for each unit)_
• Alarm: RTU-generated communication status (composite/ health bit) will be used to alarm
SCE when local telemetry data fails via local communication processors (i.e. SEL 2030).
Issued by: James A. Culiiler
Manager, FERC Rates & Regulation
Issued on: Effective:
uai.lsiLuOK 07:10 FAX 323 $26 1438 CITY CLERK'S OFFICE 0 018
Southern California Edison Company
Rate Schedule FERC No. XXX Original Sheet No. 8
B)auBTT C
DIAGRAM OF C01104MCATION CIRCUIT
[Note: This diagram will be enlarged on tho tlnal.]
Maiburg RTU to Lighthipe RCC Cammunicati m
Vernon i SEA
TN4U ,WkMW*SftMWIYAVRjuand Roc
k--R - its
Issued by: James K Cuiilier
Manager, FERC Rates & Regulation
Issued on:
Ltglll olm Lw*0Sub
Effective:
SUPPORTING
DOCUMENTS
' SOUTHERN CALIFORNIA
EDISON®
An F,DISON INTERNATIONAL® Company
Mr. Donal O'Callaghan
Director of Light and Power
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Robert J. Lugo
Mgr., Grid Interconnection
& Contract Development
April 27, 2006 (S
Vl
Re: Letter Agreements Associated with the Malburg Generation Station Communications
Facilities and the Additional 66 kV Interconnection Facilities for Execution
Dear Mr. O'Callaghan:
Enclosed, for execution by the City of Vernon ("Vernon"), are two originals each of the following
letter agreements:
(i) An engineering, design, procurement and construction letter agreement for the Vernon
Malburg Generation Station communications facilities required for Edison to remotely
monitor the station ("Malburg Letter Agreement").
(ii) An engineering, design, procurement and construction letter agreement for an additional
66 kV point of interconnection to serve a new Vernon substation ("66kV Letter
Agreement").
(iii) A letter agreement to amend the Laguna Bell -Vernon Interconnection Service Agreement
("Laguna Bell Letter Agreement") to include the provisions for the parties to own, operate
and maintain the facilities associated with Items (i) and (ii) above. "Clean" and redline
versions of the amended Laguna Bell -Vernon Interconnection Service Agreement are
attached to the Laguna Bell Letter Agreement.
The Malburg Letter Agreement provides the terms and conditions for Southern California Edison
Company ("Edison") and Vernon to engineer, design, and procure material and equipment for, and
construct, the required communications facilities on their respective properties (the "Edison MGS
Communications Facilities" and "Vernon MGS Communications Facilities"). The estimated cost
of the Edison MGS Communications Facilities is $54,540. Such amount will be due within ten
(10) business days after Edison tenders the invoice to Vernon after the effective date of the
Malburg Letter Agreement. The estimated completion date of such facilities is four weeks after
receipt of the payment.
The 66kV Letter Agreement provides the terms and conditions for Edison to engineer, design, and
procure material and equipment for, and construct, the facilities required to accommodate an
additional point of interconnection via the tapping of the existing Laguna Bell — Leonis No. 1
66 kV line (the "Additional Interconnection Project Facilities"). The estimated cost of the
Additional Interconnection Project Facilities is $238,842.50. Such amount is due to Edison upon
execution of the 66kV Letter Agreement. The parties are targeting an August 1, 2006 in-service
date for the facilities.
P.O. sox 800
2244 Walnut Grove Ave.
Rosemead, CA 91770
626-302-8501/PAX 28501
Fax 626-302-1152
robert.lugo@sce.com
Mr. Donal O'Callaghan
April 27, 2006
Page 2 of 2
The Laguna Bell Letter Agreement authorizes the parties to amend the Laguna Bell -Vernon
Interconnection Service Agreement C Amended ISA") to include the following provisions:
(i) Edison to own, operate and maintain the Edison MGS Communications Facilities and the
Additional Interconnection Project Facilities, and (ii) Vernon to own, operate and maintain the
Vernon MGS Communications Facilities. Vernon will pay the Edison MGS Communications
Facilities Charge and the Additional Interconnection Project Facilities Charge each month,
estimated to be $137.36 and $552.67, respectively, for the ongoing O&M costs, A&G expenses,
and Franchise Taxes.
Please arrange to have the two sets of originals signed and dated, and return one original set of the
three letter agreements to me along with the $238,842.50 payment for the Additional
Interconnection Project Facilities by May 5, 2006. Upon receipt of the executed letter agreements,
Edison will make the necessary filings with FERC.
If you have any questions regarding this letter, please contact Ms. Teri Kondo at (626) 302-8703.
Sincerely,
1,4� 71"eelr i6n
Robert J. Lugo
enclosures
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 1
April 26, 2006
Mr. Bruce Malkenhorst
Capital Project Administrator
Light and Power Department
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Re: EWjneering, Design, Procurement and Construction Letter Agreement
for Malburg Generation Station Communications Facilities
Dear Mr. Malkenhorst:
On October 17, 2005, the City of Vernon ("Vernon") commenced operation of its 134 MW
Malburg Generation Station ("MGS") located within Vernon's city limits and interconnected
to its 66 kV system (the "Project'). Southern California Edison Company ("Edison") has
determined that it needs to remotely monitor Vernon's MGS by providing real-time data to
Edison's Grid Control Center. Until the required remote terminal unit ("RTU") and associated
communications equipment have been placed in service, Edison and Vernon have agreed that
Vernon will provide the necessary data to Edison pursuant to Edison's manual operating
procedures.
The Laguna Bell -Vernon Interconnection Service Agreement between Edison and Vernon (the
"ISA') sets forth the parties' respective rights and obligations to provide necessary
communications facilities such as the RTU. The ISA will be amended concurrently with the
execution of this letter agreement ("Agreement") to include the terms for (i) Edison to own,
operate and maintain the facilities specified in Exhibit A hereto required for the Project (the
"Edison MGS Communications Facilities") and (ii) Vernon to awn, operate and maintain the
facilities specified in Exhibit B hereto required for the Project (the "Vernon MGS
Communications Facilities").
The purpose of this Agreement is to agree upon an arrangement pursuant to which (i) Edison
will engineer, design, and procure material and equipment for, and construct, the Edison MGS
Communications Facilities, and (ii) Vernon shall engineer, design, procure and construct the
Vernon MGS Communications Facilities, as described herein.
1. This Agreement shall become effective on the effective date ordered by the Federal
Energy Regulatory Committee ("FERC").
2. Subject to Section 3 below, this Agreement shall terminate upon the earlier of the
following to occur: (i) notice that this Agreement is not accepted for filing by FERC,
or (ii) completion of the audit period specified in Section 13 below.
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on: Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 2
3. 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. Edison will engineer, design, and procure material and equipment for, and construct,
the Edison MGS Communications Facilities as specified in Exhibit A hereto.
5. Vernon shall engineer, design and procure material and equipment for, and construct
the Vernon MGS Communications Facilities in accordance with the requirements
specified in Exhibit B hereto.
6. The demarcation of ownership between the Edison MGS Communications Facilities
and Vernon MGS Communications Facilities shall be the communication terminal
cabinet at Leonis Substation as shown in Exhibit C hereto.
7. Prior to placing the Vernon MGS Communications Facilities in service, Vernon, in
conjunction with Edison, shall (i) verify all points, protocols and timing locally at the
RTU; (ii) correct all incorrect values and data; and (iii) perform a point-to-point, end -
to -end verification of all telemetered points.
8. As specified in Sections 9 and 10 below, Vernon shall pay all of Edison's charges and
expenses for the engineering, design and procurement of material and equipment for,
and construction of, the Edison MGS Communications Facilities. The charges and
expenses incurred pursuant to this Agreement shall include, without limitation,
Edison's costs of Edison employees and contractors including related overheads. Such
charges and expenses are estimated to be $54,540, as identified in Exhibit A hereto.
9. Vernon shall pay all of Vernon's charges and expenses for the engineering, design and
procurement of material and equipment for, and construction of, the Vernon MGS
Communications Facilities.
10. Upon the effective date of this Agreement in accordance with Section 1 above, Edison
will invoice Vernon in the amount of $54,540 for Edison to perform its obligations
under the terms of this Agreement (the "Estimated Charge"). Vernon shall pay to
Edison the Estimated Charge within ten (10) business days of Vernon's receipt of the
invoice.
11. Within twelve (12) months following the completion of the Edison MGS
Communications Facilities, Edison shall determine the actual recorded Edison MGS
Communications Facilities Cost, associated ITCC and associated One -Time Cost as
defined in Exhibit A, and provide Vernon with a final invoice.
a. If the Estimated Charge paid by Vernon pursuant to Section 10 above is less than the
amount due for the Edison MGS Communications Facilities Cost, associated ITCC and
associated One -Time Cost as determined from the actual recorded Edison MGS
Communications Facilities Cost, associated ITCC and associated One -Time Cost,
Issued by: James A. Cuilfier
Manager, FERC Rates & Regulation
Issued on: Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 3
Edison will bill Vernon for the difference between the Estimated Charge and the actual
recorded costs, without interest, within twenty (20) calendar days of the date of such
invoice without offset for any amount which may be in dispute.
b. If the Estimated Charge is greater than the amount due for the Edison MGS
Communications Facilities Cost, associated ITCC and associated One -Time Cost as
determined from the actual recorded Edison MGS Communications Facilities Cost,
associated ITCC and associated One -Time Cost, Edison will refund Vernon for the
difference between the Estimated Charge and the actual recorded costs, without
interest, within twenty (20) calendar days of the date of such invoice 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 Edison the full
amount paid, then Edison shall refund, without interest, the amount overpaid to Vernon
within thirty (30) calendar days of such determination.
12. Edison and Vernon shall use commercially reasonable efforts to complete such work on
or before four (4) weeks following receipt by Edison of the $54,540 Estimated Charge
specified in Section 10 above. Edison and Vernon understand and acknowledge that
such date is only an estimate and that equipment and material lead times or other
unforeseen events could delay the actual completion date for such work.
13. Edison will maintain records and accounts of all costs incurred in sufficient detail to
allow verification of all costs incurred, including, but not limited to, labor and
associated labor burden, material and supplies, outside services, and administrative and
general expenses. Vernon shall have the right, upon reasonable notice, at a reasonable
time at Edison's offices and at its own expense, to audit Edison's records and accounts
as necessary and as appropriate in order to verify costs incurred by Edison. Any audit
requested by Vernon shall be limited to the costs reflected in the final invoice pursuant
to Section 11 hereof, and shall be completed, and written notice of any audit dispute
provided to Edison's authorized representative, within twenty-four (24) months
following receipt by Vernon of such final invoice.
14.. In no event shall either party be liable under any provision of this Agreement for any
losses, damages, costs or expenses for any special, indirect, incidental, consequential,
or punitive damages, whether based in whole or in part in contract, in tort, including
negligence, strict liability, or any other theory of liability.
15. Vernon shall at all times indemnify, defend and save Edison harmless 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 Edison's performance of its obligations under this Agreement on behalf
of Vernon, except in cases of negligence or intentional wrongdoing by Edison.
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on: Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 4
16. 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 parry's control. A Force Majeure event does not include an act of
negligence or intentional wrongdoing.
17. This Agreement and the ISA constitute 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.
18. 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.
19. 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 the other
party. Neither party shall be the agent of or have a right or power to bind the other
party without such other parry's express written consent.
20. - 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.
21. This Agreement shall be interpreted by and in accordance with the laws of the State of
California, without regard to the principles of conflict of laws thereof, or the laws of the
United States, as applicable, as if executed and to be performed wholly within the
United States.
Issued by: James A. Cuillier
Manager, FERC Rates & Regutation
Issued on:
Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 5
22. 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, which
shall not be unreasonably withheld.
23. Edison 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 Edison.
24. 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.
25. If Edison does not receive the fully executed Agreement within seven (7) calendar days
of Vernon's receipt, then the offer reflected in this Agreement will expire and this
Agreement will be of no effect.
APPROVED
STEPHEN E. PICKETT
Sr. Vice President and
General Counsel
By _
Attorney
, 2011,G._
SOUTHERN CALIFORNIA EDISON COMPANY
By �r
Ronald L. Litzinger
Senior Vice President
Agreed to this O' d day of 2006
CITY OF VERNON
By
Bruce Malkenhkoh
Capital Project Administrator
APPROVED AS TO FORM:
Eric T. Fresch, City Atto
Issued by: James A. Cuillier .
Manager, FERC Rates & Regulation
Issued on:
Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 6
EXHIBIT A
DESCRIPTION OF EDISON MGS COMMUNICATIONS FACILITIES AND
ESTIMATED COST
Scope of Work to be Performed by Edison:
• Install 4W PMS (Power Management System) circuit from the Vernon handoff at Leonis
Substation to Edison's Lighthipe Regional Coptrol Center (RCC).
• Provide support and engineering resources to integrate the Malburg Generation Station into
the Edison SCADA (supervisory control and data acquisition) system.
• In conjunction with Vernon personnel, verify all points, protocols and timing locally at the
RTU location.
• Verify the telemetered values prior to RTU in-service date.
• Terminate the communication circuit from the Edison telecom drop into the Lighthipe
DAC (data acquisition controller) located in the Lighthipe computer room.
Estimated Cost:
Edison
Communications
One -Time
Element
Facilities Cosy)
ITCCM
Cost0)
Total Cost
Edison MGS
Communications
Facilities
$40,400
$14,140
$0
$54,540
(1) Edison MGS Communications Facilities Cost: All costs, excluding ITCC and One -Time Cost, determine
by Edison to be associated with the design, engineering, procurement, construction and installation of the
Edison Communications Facilities.
(2) ITCC: The Income Tax Component of Contribution specified in the Preliminary Statement, Part M of
Edison's tariff on file with the California Public Utilities Commission, applicable to the Edison MGS
Communications Facilities Cost.
(3) One -Time Cost: All costs determined by Edison to be associated with the installation of the Edison
MGS Communications Facilities which are not capitalized.
Issued by: James A. Cuiilier
Manager, FERC Rates & Regulation
Issued on:
Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 7
EXHIBIT B
SCOPE OF WORK AND EQUIPMENT AND DATA REQUIREMENTS FOR
VERNON MGS COMMUNICATIONS FACILITIES
Scope of Work to be Performed by Vernon:
• Install the RTU at Malburg Generation Station and the required communications facilities
from the Malburg Generation Station to the demarcation point at the communication
terminal cabinet at Leonis Substation.
• In conjunction with Edison personnel, verify all points, protocols and timing locally at the
RTU prior to the RTU being connected to Edison's SCADA system. Correct values/data
prior to connecting telemetry to Edison. Analog data to be scaled one-to-one.
• Perform a point -by -point end -to -end verification of all telemetered points prior to placing
the equipment into service.
Equipment and Data Requirements:
• Type of RTU: Qualitrol IR8600/SR8550 or a DAQ Callisto based RTU. These models are
proven on Edison's PMS.
• Communication Connection from Edison to the RTU: A dedicated 3002 type analog circuit
with the modern operating at 1200 BPS.
• Protocol from Edison to RTU(Yernon): CDC 44-500 type 1.
• Protocol from the RTU to the SEL 2030: Modbus.
• RTU point list and data: Edison to provide, specifying the data requirements. Vernon
agrees to provide the data per the RTU point list (i.e., Unit MW, MVAR, kV, Unit On-
Line/Off-Line Status, Unit CB status. Data to be replicated for each unit).
• Alarm: RTU-generated communication status (composite/ health bit) will be used to alarm
Edison when local telemetry data fails via local communication processors (i.e. SEL 2030).
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on: Effective:
Southern California Edison Company
Rate Schedule FERC No. 473 Original Sheet No. 8
11
EXHIBIT C
DIAGRAM OF COMMUNICATION CIRCUIT
0
Malburg RTU to Lighthipe RCC Communications
30=0M8C8
Malburg GS Vernon Sub
I
elm QM
comad Caa�sd
`I
Leonij Bandini Sub
Sub
Vernon I SCE
Note:
The actual tone levels at the Malburg RTU and
Lighthipe RCC are -8 dBm Tx, -8 dBm Rx
RCC
0"
Bak
Lighthipe RCC
TSank
Cmard '.0
Laguna Bell Sub
S�
F
Issued by: James A. Cuillier
Manager, FERC Rates & Regulation
Issued on: Effective:
DACE
Lighthipe Sub