Resolution No. 6159
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RESOLUTION NO~ 6159
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A LETTER OF INTENT FOR THE SANTA CLARA
DEMONSTRATION PROJECT
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WHEREAS, the City of Vernon on August 20, 1990, joined the
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Fuel Cell Commercialization Group and certain members thereof have
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undertaken an optimization study for a two megawatt carbonate fuel
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cell power plant; and
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WHEREAS, those members participating in the study include
the City of Vernon, the Department of Water and Power of the City of
Los Angeles, the City of' Santa Clara, the Sacramento Municipal
Utility District, the Southern California Edison Company, and the
National Rural Electric Cooperative Association; and
WHEREAS, the City Council of the City of Vernon by minute
order on March 17, 1992 approved a budget in the amount of Three
Million One Hundred and Fifty Thousand Dollars ($3,150,000) for the
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development of such a power plant called the Santa Clara
Demonstration Project ("Project"); and
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WHEREAS, One Hundred Fifty Thousand Dollar ($150,000) of
said budgeted amount has heretofore been expended for interim
funding for the optimization study and miscellaneous administrative
expenses; and
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WHEREAS, the Project has the potential for developing an
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economical power source which can be used in urban areas; the
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Participants in the Project will own the data and intellectual
property used to develop the power plant (not including the fuel
cell); and if the Project is successful and leads to the
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commercialization of the two megawatt carbonate fuel cells, the
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1 Participants will receive royalties from the sale thereof and will
2 have the option to take title to the power plant; and
3 WHEREAS, a "Participation Agreement for the Santa Clara
4 Demonstration Project" (hereinafter "Participation Agreement") has
5 been completed and has been submitted to the City Council as a
6 separate matter on this date for approval, but the approval process
7 for some Participants may take until January, 1993; and
8 WHEREAS, in order to prevent a delay in the Project and
9 attendant cost increases, certain participating members, and the
10 engineering services contractor, Fuel Cells Engineering Corporation
11 (FCE) will provide additional interim funding for preliminary
12 engineering services for the design of the power plant; and
l3 WHEREAS, FCE is willing to advance interim funding for
14 those participating members who are not providing additional interim
15 funding at this time on condition that such members provide a Letter
16 of Intent to reimburse FCE for the additional interim funding in
17 case the Participation Agreement is not finalized; and
18 WHEREAS, such Letter of Intent will not be binding, but
19 expresses the intent of the City of Vernon to assume a pro-rata
20 share of such interim funding subject to future City Council action
21 and subject to a limitation of the additional amount of Two Hundred
22 Fifty Thousand Dollars ($250,000); and
23 WHEREAS, if the Participation Agreement is not approved by
24 all of the Participants, the members providing additional interim
25 funding or reimbursing FCE for additional interim funding will own
26 the data and intellectual property rights generated by the
27 preliminary engineering for the design of the power plant pursuant
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1 to an Engineering Services Agreement between the City of Santa Clara
2 as the project director and FCE as the contractor.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
4 CITY OF VERNON AS FOLLOWS:
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6 finds and determines that the recitals contained hereinabove are
SECTION 1: The City Council of the city of Vernon hereby
7 true and correct.
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SECTION 2: The City Council of the City of Vernon hereby
9 approves the Letter of Intent, a copy of which has been presented to
10 the City Council concurrently with this resolution, and the City
11 Council hereby orders said Letter of Intent to be received and filed
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l3 SECTION 3: The City Council of the City of Vernon hereby
l4 authorizes the Mayor and the City Clerk to execute said Letter of
15 Intent for, and on behalf of, the City of Vernon.
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SECTION 5:
The City Clerk of the City of Vernon shall
17 certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
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AT/?'
BRUCE V.
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APPROVED AND ADOPTED this 22nd day of September, 1992.
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MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon,
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do hereby certify that the foregoing Resolution, being Resolution
No. 6159, was duly adopted by the City Council of the City of Vernon
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at an adjourned regular meeting of the City Council duly held on
Tuesday, September 22, 1992, and thereafter was duly signed by the
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Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, city Clerk
( SEAL)
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