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Resolution No. 90753 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9075 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND RATIFYING THE EXECUTION OF AN INTERCONNECTION SYSTEM IMPACT STUDY AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND SOUTHERN CALIFORNIA EDISON COMPANY REGARDING THE VERNON POWER PLANT WHEREAS, the City of Vernon is in the process of developing a natural gas -fired combined cycle power plant located within City limits and interconnected to Southern California Edison Company's ("SCE") Laguna Bell Substation 230 kV bus officially named the Vernon Power Plant (the "Vernon Power Plant Project") for the purpose of installing additional generating capacity that will yield an efficient, cost-effective, and reliable source of electric generation to the City of Vernon; and WHEREAS, the City is in the process of obtaining all the necessary certifications and licenses associated with the building of the Vernon Power Plant Project; and WHEREAS, both the City of Vernon and SCE are Participating Transmission Owners ("PTO") with the California Independent System Operator ("ISO"); and WHEREAS, on October 12, 2005, the City Council of the City of Vernon adopted Resolution No. 8873 approving an Interconnection System Impact Study with SCE to assess the impact of interconnecting the Vernon Power Plant Project to the ISO Controlled Grid at an output of 610 mW (net); and WHEREAS, the City of Vernon desires to interconnect an additional 304 mW to the proposed 610 mW Vernon Power Plant, resulting in a total maximum net output of 914 mW (the "VPP Expansion Project"); 1 2 3 4 5 6 7 8 9 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Hand and WHEREAS, the Vernon Power Plant Project is considered a Large Generating Facility and in accordance with the Cal -ISO Large Generator Interconnection Procedure, SCE must perform an additional Interconnection System Impact Study to assess the impact of the VPP Expansion Project; and WHEREAS, the City's Light & Power Department desires to engage the services of SCE to perform the necessary impact study in accordance with the terms and conditions of an Interconnection System Impact Study Agreement (the "Agreement"); and WHEREAS, in order to maintain the demanding licensing and certification schedule and avoid the delay of SCE's completion of the study which could potentially impact the City's data adequacy responses to the California Energy Commission, the Acting City Clerk executed the Agreement with SCE on June 15, 2006, and paid the deposit of costs of $50,000.00, subject to ratification by the City Council. WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with SCE. 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 ratifies the execution of the Interconnection System Impact Study Agreement with Southern California Edison Company by the - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Acting City Clerk on June 15, 2006, a copy of which is attached hereto as Exhibit A and incorporated by reference, and approves the payment of costs in advance in the sum of $50,000.00. SECTION 3: The City Council of the City of Vernon hereby approves and ratifies the payment of costs in advance in the sum of $50,000.00. SECTION 4: The Acting 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.218t day of June, 2006. ATTES BRUCEf. MMLKENHORST, JR. Actin C' v Clerk - 3 - a2,Z6tr� THOMAS A. IBARRA, Mayor Pro Tem 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 9075, 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 21, 2006, and thereafter was duly signed by the Mayor Pro Tem of the City of Vernon. ll (SEAL) - 4 - BRUq,,,V. MALKENHORST, JR. Acting City Clerk EXHIBIT &I- CITY OF VERNON — SOUTHERN CALIFORNIA EDISON COMPANY INTERCONNECTION SYSTEM IMPACT STUDY AGREEMENT (Vernon Power Plant Expansion) THIS AGREEMENT is made and entered into this]"ay of 5�, 2006 by and between the City of Vernon, a municipal corporation organized and existing under the laws of the State of California, ("Interconnection Customer") and Southern California Edison Company, a corporation existing under the laws of the State of California, ("Participating TO"). The Interconnection Customer and the Participating TO each may be referred to as a "Party," or collectively as the "Parties." RECITALS WHEREAS, the Interconnection Customer is proposing to develop a Large Generating Facility or generating capacity addition to an existing Generating Facility consistent with the Interconnection Request submitted by the Interconnection Customer dated April 12, 2006; and WHEREAS, the Interconnection Customer desires to interconnect the Large Generating Facility with the ISO Controlled Grid; and WHEREAS, the Interconnection Customer has requested the Participating TO to perform an Interconnection System Impact Study to assess the impact of interconnecting the Large Generating Facility; NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein the Parties agree as follows: 1.0 When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in the ISO's FERC-approved Standard Large Generation Interconnection Procedures ("LGIP")°or the Master Definitions Supplement, Appendix A to the ISO Tariff, as applicable. 2.0 The Interconnection Customer elects and the Participating TO shall cause to be performed an Interconnection System Impact Study consistent with Section 7 of the LGIP in accordance with the ISO Tariff. 3.0 The scope of the Interconnection System Impact Study shall be subject to the assumptions set forth in Attachment A to this Agreement. 4.0 The Interconnection System Impact Study will be based upon the technical information provided by the Interconnection Customer in the Interconnection Request, .subject to any modifications in accordance with Section 4.4 of the LGIP. The Participating TO reserves the right to request additional technical information from the Interconnection Customer as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection System Impact Study. If the Interconnection Customer modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the time to complete the Interconnection System Impact Study may be extended. 5.0 The Interconnection System Impact Study report shall provide the following information: identification of any circuit breaker short circuit capability limits exceeded on the Participating TO's electric system as a result of the interconnection; identification of any thermal overload or voltage limit violations on the Participating TO's electric system resulting from the interconnection; identification of any instability or inadequately damped response to system disturbances on the Participating TO's electric system resulting from the interconnection; a description and.non-binding, good faith estimated cost of facilities on the Participating TO's electric system required to interconnect the Large Generating Facility to the Participating TO's portion of the ISO Controlled Grid and to address the identified short circuit, instability, and power flow issues on the Participating TO's portion of the ISO Controlled Grid; and if the Participating TO is an interconnecting Participating TO for the Large Generating Facility, a Deliverability Assessment on the ISO Controlled Grid pursuant to Section 3.3 of the LGIP. 6.0 The Interconnection Customer shall provide a deposit of $50,000 for the performance of the Interconnection System Impact Study. The Participating TO's good faith estimate for the time of completion of the Interconnection System Impact Study is one hundred twenty (120) Calendar Days after the receipt of the executed Agreement, $50,000 study payment and technical data in accordance with Attachment A to Appendix 1 of the LGIP. Following the issuance of the Interconnection System Impact Study, the Participating TO shall charge and the Interconnection Customer shall pay the actual costs of the Interconnection System Impact Study, inclusive of 2 any re -studies and amendments to the Interconnection System Impact Study, pursuant to Section 9 of this Agreement. Any difference between the deposit made toward the Interconnection System Impact Study, amendments and re -studies to the Interconnection System Impact Study, and the actual cost of the study shall be paid by or refunded to the Interconnection Customer, as appropriate in accordance with Section 13.3 of the LGIP. 7.0 Pursuant to Section 3.7 of the LGIP, the ISO will coordinate the conduct of .any studies required to determine the impact of the Interconnection Request on Affected Systems. The Participating TO may provide a copy of the Interconnection System Impact Study results to an Affected System Operator and the Western Electricity Coordinating Council. Requests for review and input from Affected System Operators. or the Western Electricity Coordinating Council may arrive at any time prior to interconnection, and a revision of the Interconnection System Impact Study or re -study may be required in such event. 8.0 Substantial portions of technical data and assumptions used to perform the Interconnection System Impact Study, such as system conditions, existing and planned generation, and unit modeling, may change after the Participating TO provides the Interconnection System Impact Study results to the Interconnection Customer. Study results will reflect available data at the time the Participating TO provides the Interconnection System Impact Study to the Interconnection Customer. The Participating TO shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be incurred by the Interconnection Customer as a result of changes in such data and assumptions. 9.0 In the event that a re -study or amendment of the Interconnection System Impact Study, is required, the Participating TO shall provide notification of the need for such re -study or amendment, and the Interconnection Customer shall provide direction as to whether to proceed with the re- study or amendment and any associated deposit payment pursuant to Section 7.6 or Section 12.2.4 of the LGIP, as applicable. 10.0 The Participating TO shall maintain records and accounts of all costs incurred in performing the Interconnection System Impact Study, inclusive of any re -studies or amendments thereto, in sufficient detail to allow verification of all costs incurred, including associated overheads. The Interconnection Customer shall have the right, upon reasonable notice, within a reasonable time at the Participating TO's offices and at its own expense, to audit the Participating TO's records as necessary and as appropriate in order to verify costs incurred by the Participating TO. Any audit requested by the Interconnection Customer shall be completed, and written notice of any audit dispute provided to the Participating TO representative, within one hundred eighty (180) Calendar Days following receipt by the Interconnection. Customer of the Participating TO's notification of the final costs of the Interconnection System Impact Study, inclusive of any re -study or amendment thereto. 11.0 In accordance with Section 3.8 of the LGIP, the Interconnection Customer may withdraw its Interconnection Request at any time by written notice to the ISO. Upon receipt of such notice, this Agreement shall terminate. 12.0 Pursuant to Section 7.2 of the LGIP, this Agreement shall become effective upon the date the fully executed Agreement and deposit specified in Section 6 of this Agreement are received by the Participating TO. If the Participating TO does not receive the fully executed Agreement and payment pursuant to Section 7.2 of the LGIP, then the Interconnection Request will be deemed withdrawn upon the Interconnection Customer's receipt of written notice by the ISO pursuant to Section 3.8 of the LGIP. 13.0 Miscellaneous. 13.1 Dispute Resolution. Any dispute, or assertion of a claim, arising out of or in connection with this Interconnection System Impact Study Agreement, shall be resolved in accordance with Section 13.5 of the LGIP. 13.2 Confidentiality. Confidential Information shall be treated in accordance with Section 13.1 of the LGIP. 13.3 Binding Effect. This Interconnection System Impact Study Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto. 13.4 Conflicts. In the event of a conflict between the body of this Interconnection System Impact Study Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Interconnection System Impact Study Agreement shall prevail and be deemed the final intent of the Parties. 13.5 Rules of Interpretation. This Interconnection System Impact Study Agreement; unless a clear contrary intention appears, shall be construed and interpreted as follows: (1) the singular number includes the plural number and vice versa; (2) reference to any person includes such 4 person's successors and assigns but, in the case of a Parry, only if such successors and assigns are permitted by this Interconnection System Impact Study Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Interconnection System Impact Study Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Interconnection System Impact Study Agreement or such Appendix to this Interconnection System Impact Study Agreement, or such Section to the LGIP or such Appendix to the LGIP, as the case may be; (6) "hereunder", "hereof, "herein", "hereto" and words of similar import shall be deemed references to this Interconnection System Impact Study Agreement as a whole and not to any particular Article, Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding" and "through" means "through and including". 13.6 Entire Agreement. This Interconnection System impact Study Agreement, including all Appendices and Schedules attached .hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Interconnection System Impact Study Agreoment There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, any Party's compliance with its obligations under this Interconnection System Impact Study Agreement. 13.7 No Third Party Beneficiaries. This Interconnection System Impact Study Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns. 13.8 Waiver. The failure of a Party to this Interconnection System Impact Study Agreement to insist, on any occasion, upon strict performance of any provision of this Interconnection System Impact Study Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party. Any waiver at any time by either Party of its rights with respect to this Interconnection System Impact Study Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, duty of this Interconnection System Impact Study Agreement. Termination or default of this Interconnection System Impact Study Agreement for any reason by the Interconnection Customer shall not constitute a waiver of the Interconnection Customer's legal rights to obtain an interconnection from the Participating TO. Any waiver of this Interconnection System Impact Study Agreement shall, if requested, be provided in writing. Any waivers at any time by any Party of its rights with respect to any default under this Interconnection System Impact Study Agreement, or with respect to any other matter arising in connection with this Interconnection System Impact Study Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Interconnection System Impact Study Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Interconnection System Impact Study Agreement shall not constitute or be deemed a waiver of such right. 13.9 Headings. The descriptive headings of the various Articles and Sections of this Interconnection System Impact Study Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Interconnection System Impact Study Agreement. 13.10 Multiple Counterparts. This Interconnection System Impact Study Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument. 13.11 Amendment. The Parties may by mutual agreement amend this Interconnection System Impact Study Agreement by a written instrument duly executed by both of the Parties. 13.12 Modification by the Parties. The Parties may by mutual agreement amend the Appendices to this Interconnection System Impact Study Agreement by a written instrument duly executed by both of the Parties. Such amendment shall become effective and a part of this Interconnection System Impact Study Agreement upon satisfaction of all applicable laws and regulations. 13.13 Reservation of Rights. The Participating TO shall have the right to make a unilateral filing with FERC to modify this Interconnection System Impact Study Agreement with respect to any rates, terms and conditions, charges, classifications of service, rule or regulation under section 205 or any other applicable provision of the Federal Power Act and FERC's rules and regulations thereunder, and Interconnection Customer shall have the right to make a unilateral filing with FERC to modify this Interconnection System Impact Study Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC's rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by another Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Interconnection System Impact Study Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise_ mutually agree as provided herein. 13.14 No Partnership. This Interconnection System Impact Study Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon any Party. No Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, another Party. 13.15 Assignment. This Interconnection System Impact Study Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Interconnection System Impact Study Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Interconnection System Impact Study Agreement; and provided further that the Interconnection Customer shall have the right to assign this Interconnection System Impact Study Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Large Generating Unit,. provided that the Interconnection Customer will require any secured party, trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by the Interconnection Customer pursuant to this Article will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). Any attempted assignment that violates this Article is void and ineffective. Any assignment under this Interconnection System Impact Study Agreement shall not relieve a Parry of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed. IN WITNESS THEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written. SOUTHERN CALIFO NIA EDISON COMPANY By: ` 1;AerVH1E. Tam Title: Director of Grid Contracts Date: CITY OF VERNON By: Title: W4* Date: June 15, 2006 XATEsTY By. I_ M B ce Y Malkenhorst, Jr., Acting Ci lerk APPROVED AS —TO FORM: Willard C(- lY,dmagucftl, Chief Deputy City8 Attorney APPROVED STEPHEN E. PICKETT Sr. Vice President and neral unsel Attachment A Interconnection System Impact Study Agreement ASSUMPTIONS USED IN CONDUCTING THE INTERCONNECTION SYSTEM IMPACT STUDY The Interconnection Customer, Participating TO and ISO have agreed to forego the Interconnection Feasibility Study. The Interconnection System Impact Study will be based upon the information set forth in the Interconnection Request and agreed upon in the Scoping Meeting held on May 24, 2006, and will include the following assumptions: 1. Designation of Point of Interconnection and configuration to be studied. a. Point of Interconnection: The Participating TO's Laguna Bell Substation 230 kV bus via a double circuit 230 kV transmission line. b. Configuration: The proposed project is a 304 MW incremental increase to the proposed 610 MW Vernon Power Plant (the "Vernon Power Plant Expansion"). The full configuration of the natural gas fired combined cycle plant will consist of three gas turbines and one steam turbine with a total net output of 914 MW; transformation equipment; meters and metering equipment; and appurtenant equipment at the Large Generating Facility site to be located at 3200 Fruitland Avenue, in Vernon, California as specified in the Interconnection Customer's Interconnection Request. 2. Designation of alternative Point(s) of Interconnection and configuration. a. Point of Interconnection: The Mesa-Lighthipe and Mesa -Redondo 230 kV transmission lines via a new switchyard near Laguna Bell Substation. b. Configuration: Same as above. 3. An Interconnection Customer requested in-service date of March 31, 2009, Trial Operation date of May 31, 2009, and Commercial Operation date of July 31, 2009; however, such assumptions shall be subject to change after study results, permitting requirements, design, land issues and material lead times are known, so that a more accurate determination can be made. 4. The technical data supplied by Interconnection Customer are accurate and complete. 5. Interconnection Customer will install and maintain necessary equipment to meet Participating TO's criteria for power factor correction at the Point of Interconnection. 6. The maximum interconnection capacity requested by Interconnection Customer is 304 MW at 230 kV for the Vernon Power Plant Expansion. 7. Interconnection System Impact Study results will reflect the ISO Tariff, rules and protocols, and the Participating TO's Interconnection Handbook in effect at the time the Participating TO provides the Interconnection System Impact Study to Interconnection Customer. 8. The Interconnection System Impact Study will be performed in accordance with the study plan agreed to by the Participating TO, the Interconnection Customer and the ISO. Pursuant to Section 7.1 of the LGIP, the estimated cost to complete the Interconnection System Impact Study is $60,000. The Deliverability Assessment mentioned in Section 5 of the Interconnection System Impact Study Agreement is not yet being performed by the ISO and will not be included in the scope of work. SUPPORTING Do.CUMENTS CITY OF VERNON — SOUTHERN CALIFORNIA EDISON COMPANY INTERCONNECTION SYSTEM IMPACT STUDY AGREEMENT (Vernon Power Plant Expansion) THIS AGREEMENT is made and entered into thi&day of , 2006 by and between the City of Vernon, a municipal corporation organized nd existing under the laws of the State of California, ("Interconnection Customer") and Southern California Edison Company, a corporation existing under the laws of the State of California, ("Participating TO"). The Interconnection Customer and the Participating TO each may be referred to as a "Party," or collectively as the "Parties." RECITALS WHEREAS, the Interconnection Customer is proposing to develop a Large Generating Facility or generating capacity addition to an existing Generating Facility consistent with the Interconnection Request submitted by the Interconnection Customer dated April 12, 2006; and WHEREAS, the Interconnection Customer desires to interconnect the Large Generating Facility with the ISO Controlled Grid; and WHEREAS, the Interconnection Customer has requested the Participating TO to perform an interconnection System Impact Study to assess the impact of interconnecting the Large Generating, Facility; NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein the Parties agree as follows: 1.0 When used in this Agreement, with initial capitalization, the terms specified shall have'the meanings indicated in the ISO's FERC-approved Standard .Large Generation Interconnection 'Procedures ("LGIP") or the Master Definitions Supplement, Appendix Ato the ISO Tariff, as applicable. 2.0 The Interconnection Customer elects and the 'Participating TO shall cause to be performed an Interconnection System Impact Study consistent with Section 7 of the LGIP in accordance with the ISO Tariff. 3.0 The scope of the Interconnection System Impact Study shall be subject to the assumptions set forth in Attachment .A to this Agreement. 4.0 The Interconnection System Impact Study will be based upon the technical information provided by the Interconnection Customer in the Interconnection Request, subject to any modifications in accordance with Section 4.4 of the LGIP. The Participating TO reserves the right to request additional technical information from the Interconnection Customer as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection System Impact Study. if the Interconnection Customer modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the time to complete the Interconnection System Impact Study may be extended. 5.0 The Interconnection System Impact Study report shall provide the following information: identification of any circuit breaker short circuit capability limits exceeded on the Participating TO's electric system as a result of the interconnection; identification of any thermal. overload or voltage limit violations on the Participating TO's electric system resulting from the interconnection; identification of any instability or inadequately damped response to system disturbances on the Participating TO's electric system resulting from the interconnection; a description and non -binding, good faith estimated cost of facilities on the Participating TO's electric system required to interconnect the .Large Generating Facility to the Participating TO's portion of the ISO Controlled Grid and to address the identified short circuit, instability, and powerflow issues on the Participating TO's portion of the ISO Controlled Grid; and if the :Participating TO is an interconnecting Participating TO for the Large Generating Facility, a Deliverability Assessment on the ISO Controlled Grid pursuant -to Section 3.3 of the LGIP. 6.0 The Interconnection Customer shall provide a deposit of $50,000 for the performance of the Interconnection System Impact Study. The Participating TO's good faith estimate for the time of completion of the Interconnection System Impact Study is one hundred twenty (120) Calendar Days after the receipt of the executed Agreement, $50,000 study payment and technical data in accordance with Attachment A to :Appendix 1 of the LGIP. Following the issuance of the Interconnection System Impact Study, the 'Participating TO shall charge and the Interconnection Customer shall pay the actual costs of the Interconnection System Impact Study, inclusive of 2 any re -studies and amendments to the Interconnection System Impact Study, pursuant to Section 9 of this Agreement. Any difference between the deposit made toward the Interconnection System Impact Study, amendments and re -studies to the Interconnection System Impact Study, and the actual cost of the study shall be paid by or refunded to the Interconnection Customer, as appropriate in accordance with Section 13.3 of the LGIP. 7.0 Pursuant to Section 3.7 of the LGIP, the ISO will coordinate the conduct of any studies required to determine the impact of the Interconnection Request on Affected Systems. The Participating TO may provide a copy of the Interconnection System Impact Study results to an Affected System Operator and the Western Electricity Coordinating Council. Requests for review and input from Affected System Operators or the Western Electricity Coordinating Council may arrive at any time prior to interconnection, and a revision of the Interconnection System Impact Study or re -study may be required in such event. 8.0 Substantial portions of technical data and assumptions used to perform the Interconnection System Impact Study, such as system conditions, existing and planned generation, and unit modeling, may change after the Participating TO provides the Interconnection System Impact Study results to the Interconnection Customer. Study results will reflect available data at the time the Participating TO provides the Interconnection System Impact Study to the Interconnection Customer. The Participating TO .shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system .upgrades, orzchedule changes, that may be incurred .by -the Interconnection Customer.as a result of changes in such data and assumptions. 9.0 In the event that a re -study or amendment ofthe Interconnection System Impact Study is required, the Participating TO shall provide notification of the need for such re -study or amendment, and the Interconnection Customer shall provide, direction as to whether to proceed with the re- study or amendment and any associated deposit payment pursuant to Section '7.6 or, Section 12.2.4 of the LGIP, as applicable. 10.0 The Participating TO shall maintain records and accounts of all costs incurred in :performing the Interconnection System Impact Study, inclusive of any re-studles or amendments thereto, in sufficient detail to allow verification of all costs incurred, including associated overheads. The Interconnection Customer shall have the right, upon reasonable notice, Within a reasonable time at the Participating TO's offices and at its own 3 expense, to audit the Participating TO's records as necessary and as appropriate in order to verify costs incurred by the Participating TO. Any audit requested by the Interconnection Customer shall be completed, and written notice of any audit dispute provided to the Participating TO representative, within one hundred eighty (180) Calendar Days following receipt by the Interconnection Customer of the Participating TO's notification of the final costs of the Interconnection System Impact Study, inclusive of any re -study or amendment thereto. 11.0 In accordance with Section 3.8 of the LGIP, the Interconnection Customer may withdraw its Interconnection Request at any time by written notice to the ISO. Upon receipt of such notice, this Agreement shall terminate. 12.0 Pursuant to Section 7.2 of the LGIP, this Agreement shall become effective upon the date the fully executed Agreement and deposit specified in Section 6 of this Agreement are received by the Participating TO. If the Participating TO does not receive the fully executed Agreement and payment pursuant to Section 7.2 of the LGIP, then the Interconnection Request will be deemed withdrawn upon the Interconnection Customer's receipt of written notice by the ISO pursuant to Section 3.8 of the LGIP. 13.0 Miscellaneous. 13.1 Dispute Resolution. Any dispute, or assertion of a claim, arising out of or in connection with this Interconnection System Impact Study Agreement, shall be resolved in. accordance with Section 13.5 of the LGIP. 13.2 Confidentiality. Confidential Information shall be treated in accordance with Section 13.1 of the LGIP. 13.3 Binding Effect. This Interconnection System Impact Study Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto. 13.4 Conflicts. in the event of a conflict between the body of this Interconnection System Impact Study Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Interconnection System Impact Study Agreement shall prevail and be deemed the final intent of the Parties. 13.5 "Rules of interpretation. This interconnection System Impact Study Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows: (1) the singular number includes the plural number and vice versa; (2) reference to any person includes such person's successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Interconnection System Impact Study Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Interconnection System Impact Study Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Interconnection System Impact Study Agreement or such Appendix to this. Interconnection System Impact Study Agreement, or such Section to the LGIP or such Appendix to the LGIP, as the case may be; (6) "hereunder", "hereof", "herein", "hereto" and words of similar import shall be deemed references to this Interconnection System Impact Study Agreement as a whole and not to any particular Article, Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding" and "through" means "through and including". 13.6 Entire Agreement. 'This Interconnection System Impact Study Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and :supersedes all prior and contemporaneous understandings or agreements, oral or written, between the "Parties with respect to the subject matter of this Interconnection System Impact Study Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, any Party's compliance with its obligations under this Interconnection System Impact Study Agreement. 13.7 No Third Party Beneficiaries. This Interconnection System Impact Study Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities otherrthan the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns. 13.8 Waiver. The failure of a Party to this Interconnection System Impact Study Agreement to insist, on any occasion, upon strict performance of any provision of this Interconnection System Impact Study Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Parry. Any waiver at any time by either Party of its rights with respect to this Interconnection System Impact Study Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, duty of this Interconnection System Impact Study Agreement. Termination or default of this Interconnection System Impact Study Agreement for any reason by the Interconnection Customer shall not constitute a waiver of the Interconnection Customer's legal rights to obtain an interconnection from the Participating TO. Any waiver of this Interconnection System Impact Study Agreement shall, if requested, be provided In writing. Any waivers at any time by any Party of its rights with respect to any default under this Interconnection System Impact Study Agreement, or with respect to any other matter arising in connection with this Interconnection System Impact Study Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Interconnection System Impact Study Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Interconnection System Impact Study Agreement shall not constitute or be deemed a waiver of such right. '13.9 Headings. The'descriptive headings of the various Articles and Sections of this Interconnection System impact Study Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Interconnection System Impact Study Agreement. 13.10 Multiple Counterparts. 'This Interconnection System Impact Study Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument. 13.11 Amendment. The Parties may by mutual agreement amend this Interconnection. System Impact Study Agreement by a written instrument duly executed by both of the Parties. 13.12 Modification by the Parties. The Parties may by mutual agreement amend the Appendices to this Interconnection System Impact Study Agreement by a written instrument duly executed by both of the Parties. Such amendment shall become effective and a part of this Interconnection System impact Study Agreement upon satisfaction of all applicable laws and regulations. 13.13 Reservation of Rights. The Participating TO shall have the right to make a unilateral filing with FERC to modify this Interconnection System Impact Study Agreement with respect to any rates, terms and conditions, charges, classifications of service, rule or regulation under section 205 or any other applicable provision of the Federal Power Act and FERC's rules and regulations thereunder, and Interconnection Customer shall have the right to make a unilateral filing with FERC to modify this Interconnection System Impact Study Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC's rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by another Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Interconnection System Impact Study Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. 13.14 No Partnership. This Interconnection System Impact Study Agreement shall not be Interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon any Party. No Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, another Party. , 13.15 Assignment. This Interconnection System Impact Study Agreement may be assigned .by a Party only with the written consent of the other Party; provided that a Party may assign this Interconnection System Impact Study Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Interconnection System Impact Study Agreement; and provided further that the Interconnection Customer shall have the right to assign this interconnection System Impact Study Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Large Generating Unit, provided that the Interconnection Customer will require any secured party; trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by the Interconnection Customer pursuant to this Article will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). Any attempted assignment that violates this Article is void and ineffective. Any assignment under this Interconnection System Impact Study Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed. IN WITNESS THEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written. SOUTHERN 4La NIA EDISON COMPANY By: ilb Title: Director of Grid Contracts Date: CITY OF VERNON By: 7tx Title: Date: June 15, 2006 x By: u �Valkenhorst�, Jr., Acting City Clerk APPR ED AS TO FO . X � Willard G. Yamaifucift, C of Deputy City Attorney, 8 STEPHEN E. PICKETT Sr. Vice President and Attachment A Interconnection System Impact Study Agreement ASSUMPTIONS USED IN CONDUCTING THE INTERCONNECTION SYSTEM IMPACT STUDY The Interconnection Customer, Participating TO and ISO have agreed to forego the Interconnection Feasibility Study. The Interconnection System Impact Study will be based upon the information set forth in the Interconnection Request and agreed upon in the Scoping Meeting held on May 24, 2006, and will include the following assumptions: 1. Designation of Point of Interconnection and configuration to be studied. a. Point of Interconnection: The Participating TO's Laguna Bell Substation 230 kV bus via a double circuit 230 kV transmission line. b. Configuration: The proposed project is a 304 MW incremental increase to the proposed 610 MW Vernon Power Plant (the "Vernon Power Plant Expansion"). The full configuration of the natural gas fired combined cycle plant will consist of three gas turbines and one steam turbine with a total net output of 914 MW; transformation equipment; meters and metering equipment; and appurtenant equipment at the Large Generating Facility site to be located at 3200 Fruitland Avenue, in Vernon, California as specified in the Interconnection Customer's Interconnection Request. 2. Designation of alternative Point(s) of Interconnection and configuration. a. Point of Interconnection: The Mesa-Lighthipe and Mesa -Redondo 230 kV 'transmission lines via a new switchyard near Laguna Bell Substation. b. Configuration: Same as above. 3. An Interconnection Customer requested in-service date of March 31, 2009, Trial Operation date of May 31, 2009, and Commercial Operation date of July 31, 2009; however, such assumptions shall be subject to change after study results, permitting requirements, design, land issues and material lead times are known, so that a more accurate determination can be made. 4. The technical data supplied by Interconnection Customer are accurate and complete. 5. Interconnection Customer will install and maintain necessary equipment to meet Participating TO's criteria for power factor correction at the Point of Interconnection. 6. The maximum interconnection capacity requested by Interconnection Customer is 304 MW at 230 kV for the Vernon Power Plant Expansion. 7. Interconnection System Impact Study results will reflect the ISO Tariff, rules and protocols, and the Participating TO's Interconnection Handbook in effect at the time the Participating TO provides the Interconnection System Impact Study to Interconnection Customer. 8. The Interconnection System Impact Study will be performed in accordance with the study plan agreed to by the Participating TO, the Interconnection Customer and the ISO. Pursuant to Section 7.1 of the LGIP, the estimated cost to complete the Interconnection System Impact Study is $60,000: The Deliverability Assessment mentioned in Section 5 of the Interconnection System Impact Study Agreement is not yet being performed by the ISO and will not be included in the scope of work.