Resolution No. 5859
1 RESOLUTION NO. 5859
2 A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF VERNON APPROVING AND AUTHORIZING
3 THE EXECUTION OF AN AGREEMENT TO JOIN FUEL
CELL COMMERCIALI ZATION GROUP, A JOINT
4 RESEARCH AND DEVELOPMENT VENTURE TO BE
ORGANIZED PURSUAN'r TO NATIONAL COOPERATIVE
5 RESEARCH ACT OF 1984
6 WHEREAS, the Fuel Cell Commercialization Group (FCCG)
7 is a joint research and development venture concerned with the
8 production of electrical energy by carbonate fuel cells formed
9 pursuant to the National Cooperative Research Act of 1984 for
lO the purpose of invoking such Act's provisions limiting the
II recovery of potential anti trust plaintiffs to actual damages
l2 under specified circumstances; and
l3 WHEREAS, the Finance Committee of the City of Vernon on
l4 September 11, 1990, recommended that the City counci 1 approve
l5 the City'S membership in the FCCG.
l6 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
l7 THE CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon
19 hereby finds and determines that the recitals contained
20 hereinabove are true and correct.
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SECTION 2: The City Council of the City of Vernon
22 hereby approves the Agreement to Join Fuel Cell Commercialization
23 Group, a copy of which has been presented to the city Council
24 concurrently with this resolution and the City Council hereby
25 orders said Agreement to be received and filed by the City
26 Clerk.
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SECTION 3: The City Council of the City of Vernon
28 hereby authorizes the Mayor and the City Clerk to execute said
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Agreement for, and on behalf of, the City of Vernon.
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certify to the passage of this resolution and thereupon and
SECTION 4: The City Clerk of the City of Vernon shall
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thereafter the same shall be in full force and effect.
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ATTEST:
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BRUCE V.
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APPROVED AND ADOPTED this 20th day of November, 1990.
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U/4f7A/~./t/ '. . I~ hrl4U
'tHOMAS 1\. YBA ,Mayor Pro Tem
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MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA )
)ss
2 COUNTY OF LOS ANGELES )
3 I, BRUCE V. MALKENHORST, City Clerk of the City of
4 Vernon, do hereby certify that the foregoing ReSOlution, being
5 Resolution No. 5859, was duly adopted by the City Council of the
6 City of Vernon at a regular meeting of the City Council duly
7 held on Tuesday, November 20, 1990, and thereafter duly signed
8 by the Mayor of the City of Vernon.
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MALKENHORST, city Clerk
BRUCE V.
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AGREEMENT TO JOIN
FUEL CELL COMMERCIALIZATION GROUP
A Joint Research and Development Venture
To Be organized Pursuant to the
National cooperative Research Act of 1984
THIS AGREEMENT TO JOIN the Fuel Cell Commercialization Group
(hereinafter referred to as the "Agreement"), executed on this
27th day of November, 1990, by the City
of Vernon. a municipal corporation
.~~~~X~ organized and existing under the laws of the State
of California, and having its principal office at
City of Vernon City Hall 4305 Santa Fe Avenue, Vernon, California
(hereinafter referred to as the "joining party") .
WITNESSETH:
WHEREAS, the joining party is an organization or natural
person which desires to becom~ a member and fully participate in
the activities of the Fuel Cell Commercialization Group, a joint
research and development venture concerned with the production of
electrical energy by carbonate fuel cells formed pursuant to the
National Cooperative Research Act of 1984, 15 U.S.C. ~~ 4301-
4305 (hereinafter the "Act") for the purpose of invoking such
Act's provisions limiting the recovery of potential antitrust
plaintiffs to actual damages under specified circumstances; and,
WHEREAS, the joining party qualifies and has been approved
for membership in the Fuel Cell Commercialization Group in
accordance with the bylaws and membership rules of the Fuel Cell
Commercialization Group; and,
WHEREAS, the joining party shares with existing members a
common commitment to support and assist the Fuel Cell
Commercialization Group to secure and maintain federal
recognition as a joint research and development venture pursuant
to the Act; and,
WHEREAS, section 6(a) of the Act, 15 U.S.C. g4305(a),
requires the filing, with the Department of Justice and the
Federal Trade Commission, of an initial written notification
disclosing the identities of the parties to a joint research and
development venture formed pursuant to such Act, and the nature
and objectives of such venture, no later than ninety (90) days
after the parties ent~r into a written agreement to form such
venture, and subsequent written notifications disclosing the
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identities of new parties to the venture within ninety (90) days
of the joining of the venture by new parties;
NOW, THEREFORE, for and in consideration of premises and the
covenants hereinafter recited and to be faithfully performed, the
joining party agrees as follows:
1. The joining party shall be a member and fully
participate in the activities of the "Fuel Cell Commercialization
Group," a nonprofit corporation organized under the Nonprofit
Corporation Law of the District of Columbia. The joining party
shall have voting rights, including the right to elect directors
to the Board Directors.
2. The joining party consents to and endorses the purposes
of the Fuel Cell Commercialization Group, which are stated in its
Articles of Incorporation as follows:
(a) To engage in research activities relating to the
production of electrical energy by molten carbonate fuel cells;
(b) To study and evaluate engineering techniques and
design specifications for equipment for the production of
electrical energy by molten carbonate fuel cells;
(c) To monitor and evaluate the testing of prototypes
and demonstration units, equipment, materials, and processes for
the production of electrical energy by molten carbonate fuel
cells;
(d) To collect, exchange, analyze, and publish
research and development information relating to the production
of electrical energy by molten carbonate fuel cells;
(e) To hold meetings and workshops and, inter alia,
provide a forum for members and others for the discussion of
subjects relating to production of electrical energy by molten
carbonate fuel cells;
(f) To encourage, through the pursuit of activities
consistent with the provisions of the National cooperative
Research Act of 1984, 15 U.S.C. ~~ 4301-4305, the
commercialization of production of electrical energy by molten
carbonate fuel cells;
(g) To seek, receive, administer, and disburse
resources, including grants or other contributions, to advance
the lawful purposes of the corporation; and,
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(h) To otherwise foster and promote the interests of
its members consistent with the District of Columbia Nonprofit
Corporation Act, and all other applicable laws.
3. The joining party further consents to and endorses all
statements of policy adopted by the Board of Directors or
membership of the Fuel Cell Commercialization Group to date,
including the endorsement by the Fuel Cell Commercialization
Group of the "principles and Framework of Commercialization of
Direct Fuel Power Plants" of January 11, 1990, which sets forth
principles for a cooperative relationship between Energy Research
Corporation, a developer of carbonate fuel cells; the Fuel Cell
Commercialization Group; and the members of the Fuel Cell
Commercialization Group.
4. The joining party shall exercise its best efforts to
assist the Fuel Cell Commercialization Group to obtain and/or
maintain recognition as a joint research and development venture
under the National Cooperative Research Act of 1984, 15 U.S.C. 99
4301-4305.
5. The joining party authorizes the Fuel Cell
Commercialization Group to submit this agreement to the united
states Department of Justice and Federal Trade Commission as part
of its application for recognition as a joint research and
development venture under the National Cooperative Research Act
of 1984, 15 U.S.C. 99 4301-4305, or to comply with the
requirements of said Act for additional filings disclosing
changes in the membership of a venture formed pursuant to said
Act.
6. This Agreement may be amended or terminated by a
written agreement executed by the joining party and endorsed by
the Fuel Cell Commercialization Group.
IN WITNESS WHEREOF, the Jo~ning party hereinabove identified
has by signature of its duly authorized representative executed
this agreement as of the day and year first written above.
APPROV~D AS TO FOR:.!
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CITY A'i'TOm~EY
NO'J 2 0 1990
City of Vprnnn
(Name of Joining Party)
By: hA~~~ ti. ~~1-t'Ul/
Thomas A/ Yarra
Title: Mazor Pro tern ~
ATTEST: ~ ~
Bruce V. Ma1kenhorst
City Clerk
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