Resolution No. 098501
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RESOLUTION NO. 9850
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
WSCC REGION OATI ETS CUSTOMER AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND OPEN ACCESS
TECHNOLOGY INTERNATIONAL, INC.
WHEREAS, by Minute Order on March 21, 2000, the City Council
of the City of Vernon approved the purchase of software for an
electronic tagging system as required by the North American Electric
Reliability Council from Open Access Technology International, Inc.
(`Open Access") with a one-year term commitment for the Light & Power
Department, formerly known as the Utilities Department; and
WHEREAS, on March 27, 2000,. Dolores Fonseca, now known as
IlDolores Jaunzemis, executed a WSCC Region OATI ETS Customer Agreement
(the "Agreement") with Open Access; and
WHEREAS, by Minute Order on March 16, 2005, the City Council
of the City of Vernon approved the renewal of the software services
provided by Open Access from April 1, 2005 to March 31, 2006; and
WHEREAS, under Section 2.01(b) of the Agreement, Open Access
can adjust, without an amendment, the cost of the electronic tagging
system upon not less than 60-days written notice to the City; and
WHEREAS, under Section 5.01 of the Agreement, the Agreement
11was initially in effect from March 27, 2000 to March 26, 2001 and
thereafter automatically renewed for an indefinite term, subject to
30-days written notice of termination; and
WHEREAS, the City Council of the City of Vernon desires to
11approve and ratify the Agreement and the actions taken by Dolores
Jaunzemis in executing the Agreement dated March 27, 2000.
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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 WSCC Region OATI ETS Customer Agreement
dated March 27, 2000, and the actions of Dolores Jaunzemis in
executing the Agreement, a copy of which is attached hereto as Exhibit
A and incorporated by reference.
SECTION 3: 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 2nd day of February, 2009.
Name: Leonis C. Malburg
Title: Mayor /.M- D e-Ter
ATT ST:
/L r
MA UELA GIRON, it Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9850, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, February 2, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GI ON, -City Clerk
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WSCC REGION
0ATJ ETS CUSTOMER AGREEMENT
THIS AGREU EN[^ ("Agrcemetu") is dated and executed as of
March 27, , 10 2000(the "Effective Date") between OPEN ACCESS
TECIJNOLOGY INTERKATONAL, INC. ("OATI") and City of Vernon
("Cumomer").
A. OAT[ shall funiish the facilities, equipment, and personnel appropriate to carry out
the services listed in this agreement.
E. Customer intends to use the subscribW service according to generally accepted
utility practice.
C. A monthly Flat Use Fee is established for the OAT[ ETS for each Customer site.
D. Customer desires to use the OA'n ETS upon the tcrrtts and conditions contained in
this Agteement.
NOW, THEREFORE, for good and valuable consideration including the excbange of
promises, die receipt of which is hereby acimowledged by the panics, GATT and Customer agree
as follows:
A RTIiCLE ONE:
OATI ETS USE
Sectiou 1.01. OAT( ETS Use. OAV grants Customer a nontcan5tcrable, nonexclusive
eight to use die OAT[ ETS, subject to the terms and conditions of this Agreement. The services
herein described conform with the North American Electric Reliability Council ("NERC")
Electronic Tagging- Functional Specifications, version 15 and with the applicable operating
policies of NERC.
Section 1.02. Title. (regal title to the OATI ETS is vested in OAT[.
ARTICLE TWO
RAT USE FEE
Sectiou 2.t11. Flat Use Fee. (a) 'Here shall be a motttltly Flat Usc Fee for each.
Customer Site (a single geographical lDmdon'4itth a unique mailing address) for use of the ETS
system. In the event Customer rcprmats more than one NERC registered entity, the flat use
fee shall be rnodiFicd by the total number of NERC registered entities being served.
The Fiat Use_I'Ce is as specified on 5chcdule-A, attached Hereto and incorporated
herein by reference (Please check those that apply):
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0)) OATI shall have the right, from tune to tirne during the term of this Agroxmew. to
adjust the 60SI of EIS, upon and not less than M days written notice to t Ustomer.
Se.ctiou 2.02. Invoice; Psymeut, OATI will invoice Customcr for the Flat Use Fee for
cacti, Customer Site upon receipt of executed Agreement in accordance with the generally
accepted accounting practices. Cusiorner shall }say the invoice in U.S. Dollars on a Net 30 day
basis.
ARTICLE THREE
WAIVi;;R OF WARRANTY; LitvlX'TATION OF LL4131LITY
Section 3.01. Waiver of Warranty; Limitation of Liability. OATI makes no warranty
of any kind, express or implied, including, without lia dtatiou, warTanties of merchantability and
fitness for a particular purpose. OATI shall not be liable to Customer for any damages, whether
direct, indiroct, special, or consequential arising out of the use of or inability to use the OAT,
M, even if advised of the possibility of such damages. Specifically. OATI is not responsible for
any com, tatcluding, without linutation, those incurred as the result of lost profits or revenue, loss
Of use of the OAT( ETS, loss of data, costs of recovering data. the costs of any substitute
programs, claims by third parties, or other similar costs. Customer agrees that the OATS ETS is
not consumer goods for purposes of federal or state warranty laws.
Section 3.02. OATI represents and warrant that the OATI ETS is capable of
accurately processing, providing and receiving date data from, into and between the twentieth and
twenty-first centuries, including [he years 1999 and 2000, and leap year calculations, provided
that all other-Customcr provided products, including hardware, software and firmware, used in
combination with the OATI ETS properly exchange date data with the OATI ETS.
ARTICLE DOUR
NONDISCLOSURE AGREEMENT
Section 4-01. Nondisclosure Agreetttcut. The above -named OATI ETS Customer will
not publish or otbetwise disclose any unpublished or proprietary confidential information or
secrets) relating to ETS or its operations or other associated products or services. Further,
the above amued OATI ETS Customcr agrees not to disclose the matetiais, apparatus.
processes. formulae, plans and methods usdd•in dcvdlopmcnt or manufacture or marketing of
ETS software or products or services. Likewise, the above named OATI EM Customer
agrees not to make arty drawings, writings or any odor record in any form or nature which
relates to any part(v) of the OATI ETS. Additionally, the above -named OATI ETS Customer
will not publish or otherwise disclose secret, proprietary or confidential in.fontnatiou of others
to Which it may have had aaeess or about which it obtained knowledge in the course of its use
of rite OATI ETS system.
Section 4.02. >PUBLEC INFORMATION NOTICE,
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Tlir: UATi ETs is PROTECTED NONPUBL.iC DATA AND NOT CONSIDERED PUBLIC
INFORMATION OR DATA. IT IS NOT SUBJECT TO OUfl(.IC INSPECTION AND
COPYiNG PVRSUAN'1' l*O THE LAWS OF ANY STATE, lW.GARDING PUBIX ACCESS
TO INFORMATION FURTHER, THE OAV ETS AND ALL DATA, DISPLAYS.
MA7'I:RIAL.S AND INFORMATION COMPRISING THE' OATI ETS ARE PROTECTED
UNDER U.S. AND INTERNATIONAL COPYRiCHT LAWS
Section 4.03. Notice. The above -named OAT( r--TS Customer agrees to notify in
writing; OPEN ACCESS TECHNOLOGY INTERNATIONAL, INC. (OATI), t4800 281 Ave.
North. Suite. 140. Plymouil►. MN 55447. immediately upon receipt of any reqursts for
disc:losuie prior to any disclosures. Notification.shall include (lie name, address, nelcphone and
fax numbers of the requcster as well as a description of the specific information tcquested,
Within five (5) business days of receipt. OAT[ shall provide a wricten response directly to the
requcster providing the basis of its exemption from disclosure with a copy sent directly to the
ETS Customer. The requester then -has ten (10) business days to provide its response directly
to OATI. IN NO EVENT shall the OATI ETS Customer provide any matetials,
documcuts, viewlAbs, or other disclosures to any person, legal or natut-al, without the
prior, written consent of OATI. In the event a court or comhtae>at jurisdiction orders the
releaso or such data, Cttstorner will notify OATI upon receipt of the order and prior to
providing such data in conmpliarmv with said order.
Section 4.04. E;tnployces and Contractors. This AGREEMCNT is binding on all
employees andlor contractors of the above -named OAT( FTS Customer.
ARTICLE DIVE
TERM; UEtrAUI: f
.5kx:(ioit 5.01. '('errs; Extension. Unless terminated pursualit to Section 5.02 hereof.
this Agrectticrtt shall be ui effect for a period of twelve montlis beginuing on die Effective Date of
this contract This Agreement shall be au[omatically rcnowcd for ate indefinite tcmi ("Extcndcd
Term") unless at (cast 60 clays prior to the end of month twelve of the rnntract tern, either Parry
notifies the other fanny that this Agreement shall not be cencwed for [he Extended Term.. Daring
the Extctidtxl Tani. either Party may terminate this Agreement by not Icss titan 30 days written
notice to the moor Party. On termination or this Agreement. Customer shall promptly return to
OATI ali OATI 17CS proprietary data and software. and shall crrsc from all wutltuter storage and
computer storage devices any image of�copies of -the OATI LTS
Senior 5.02. Default. Either Party liar the right to terminate Otis Agreement acd any
user right granicd, Un written notice to die other Party if such other Party (a) materially fails to
purforni any Of its obligations under Otis Agreement, which failure has nog been corrected within
15 calendar days after receipt of written notice thereof, or (b) takes action to liquidate and
dissolve, bccanics insolvent, suffers the appointment of a receiver. assigns all or part of its assets
for the benefit of croditors, or is involved in any proceeding (voluntary or involuntary) under any
bRnkrulltcy or insolYGtcy laws.
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ARTICLE SIX
GENF-RAL PROVISIONS
Section 6.01. RclationsWp of the Parties. The .Parties shall not rt:present themselves as
agents or representatives of the outer Party, and neither Party shall have the right or power to
bind, coatmit or obligate the other Party.
Section 6.02. Notice. Unless otherwise specifically provided, all notices require or
permitted by this Agteetnent shall be is writing and rnay be delivered persoaally, or may be sent
by cable, telex, facsimile or certified metal, return recrapt requested, addressed:
If to OATL OAT[
148W M" Ave. North Suite 140
Plymouth, MN 55447
Attention: ETS Coordinator
Facsimile: (612) 553-2908
tf it) Customer: Cjty o#_yaranIn
4305 Santa fe Ave.
'i6rno j cll 90058
Attenticio: La•1drgrr FOn:i�g
Facsimile: 323-583-4451
Any notice shall be deemed to have been received as follows: (1) personal delivery, upon receipt;
GO telex, cable or facsimile, twenry.four (24) hours after transmission or dispatch: (W) certified
tttaii, three (3) business days after delivery to the United Stares postal authorities by the Parry
servo notice. if notice is sent by telex, facsimile or cable, a cotttirtxting copy of same shall be
sent by mail to the sine address.
Sedioa 6.03. Users. Customer shall provide OAT[ with a list of all authorized users of
the OATI EIS at each Customer Sire and shall promptly notify OATI of any changes. Customer
its responsible for all acts or omissions of the authorized users during their use of the OAT[ E['S.
Section 6.04. Further ActicW. ,.bite ;Parties agree to execute such further documents.
and take such further actions, as may be reasotaably requircd or expedient to catty out the
provisions and intentions of this Agreement, or any agreement or document rdla[ing hereto or
entered into in rot►ncction herewith.
SeWon 6.05. Ass[gument, Either Party's rights and obligations Hereunder shall not be
assignable without the prior written consent of the other Party.
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$action 6.06, Choice of taw. '11his Agreement shall be goveraed and construed and
enforced in accordance with the laws of the state of Mia=ota without regard to its choice of law
provisions.
Section 6.07, Entire Agreement, This Agreement, with attacbrijertts supersedes any
prior Agreerttenrs and contains the entire agreement of the Parties and all reprrscruacioas with
respect to the subject rnartcr Hereto. Any prior cormzpondence. memoranda or agreement$ are
replaced in total by this Agreement and the armclvment hereto.
Section 6.08. Amendments. Any amendments to this Agreement shall be in writing and
signed by all parties hereto.
Section 6.OP. Counterparts. This Agreement may be cxccuted in counterparts, any one
Of which shall be deemed to be an original, but such counterparts when takers together sbali
cotUtitute but one agreement.
Section 6.10. Captions. Captions are for convenience only and shall not be deemed pan
of the contents of this Agreement.
Station 6-11, Patties To Interest. This Agreement shalt be binding upon and inure
solely to the benefit of the parties hereto and their pertWned assigns, and nothing W this
Agrecnhcnt, expressed or implied, is tntcrtded to confer upon any other person any rights or
remedies of any nature under or by reason of this Agreement,
Section 6.12. Waiver. The waiver of any of the rights or remedies arising pursuant to
this Agreement on any one occasion by any Party shall not constitute a waiver of any rights or
rc+ntxties in respect to any subsequent breach or default of dine terms of this Agreement,
Sectiou 6.13. Delays. Neither Party shall be liable or deemed in default for any delay or
faille" its performance of this Agreement resulting directly or indirectly from any cause
completely, solely, and exclusively beyond die control of ilia Party,
M WiTNI~SS WHEREOF, cacti Parry has caused this Agreement to be executed by its
authorized representative as of the Effective Date.
CUSTOMER: ,ar.
GATT:
By: sy:
Marne: Del ort=5 p Name: ire
t:ity of Vernon
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INA Purchasing Assistant
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WSCC SCHEDULE A
OATI RTS PIUCIN'G
Mark
Item
Avcrage
User 1D's
Standard Pricc
WSCC
Description
W
Daily
Price
Mon
l'ag Agent w/Approval '
10
250
Tag Ctcation
\i
i
2
200
Tag Agent w/Approval
50
as
Tag Crcalion
Tag Agent w Approval
i00
10
500
400
ng reaoon
Tag Agent wfApproval
200
15
755
---600
Tag Crcation
*rag Aut totilylApprova[
10
2
250
Z
CA/I'P
*Tug AulitoritylApproval
50
5
Soo
CA/TP
*Tag Authority/Approval
100
10
600
460
CAffP
•Tag AuthorityApproval
73AIiP
"Tag Authority/Approval
300
20
low
so
CA/IP
DataScrvkc
50 or IC55
100
so
To$ ata
itnportiexpon
System
DaInScrvice
100
200
160
lag data
impon/cxpon
System
DatxService
200
250
200
Tag data
import/export
s stcm
Datasetvice
300
300
240
Tag data
impoTvcxport
t:Ystent
This includes creation of tags (tip to 25 tags nnonthly) for emergencies and
inadvertent.
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: March 4, 2009
TO: Donal O'Callaghan, Director of Light & Power
FRQ4,16
Nelly Giron, City Clerk
RE: Resolution No. 9850 - A Resolution of the City Council
of the City of Vernon Approving and Ratifying the
Execution of a WSCC Region OATI ETS Customer Agreement
By and Between the City of Vernon and Open Access
Technology International, Inc.
Transmitted herewith is a copy of Resolution No. 9850,
referenced above, which was approved by City Council on February
2, 2009, along with a copy of the ratified Customer Agreement
attached as the exhibit.
Thank you.
NG : dj
c: Purchasing Department
Resolution No. 9850
Agreement 09-022