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Resolution No. 7018 1 RESOLUTION NO. 7018 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT BY AND BETWEEN THE PARTICIPANTS FOR THE SANTA CLARA DEMONSTRATION PROJECT 4 5 6 WHEREAS, the City Council of the City of Vernon adopted Resolution No. 6281 on June 30, 1993, approving a First Amended 7 8 and Restated Participation Agreement for the Santa Clara 9 Demonstration Project among the Department of Water and Power of 10 the City of Los Angeles, the City of Santa Clara, the City of 11 Vernon, the National Rural Electric cooperative Association 12 (ltNRECAIt), the Sacramento Municipal utility District and Southern 13 California Edison Company ("SCE"); and 14 WHEREAS, the City Council of the City of Vernon adopted 15 Resolution No. 6329 on October 5, 1993, approving Project 16 Agreements for the Santa Clara Demonstration Project; and 17 WHEREAS, the Demonstration Period for the Project has 18 been concluded and the City of Santa Clara has been authorized by the participants to enter into an Amendment No. 2 to the Supply 19 20 Agreement for the Design Construction and Demonstration of a 21 Carbonate Fuel Cell Power Plan dated September 16, 1993, and 22 amended on August 6, 1996, with Fuel Cell Engineer Corporation to 23 evaluate the possible future use of the balance-of-plant ("BOP") 24 in a follow-on project; and 25 WHEREAS, all of the participants are the present owners 26 of BOP, except SCE and NRECA; and 27 WHEREAS, the participants desire to transfer title for 28 1 the Balance of Plant to the City of Santa Clara from the 2 participants effective upon termination of the Supply Agreement. 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 4 CITY OF VERNON AS FOLLOWS: 5 SECTION 1: The City Council of the City of Vernon does 6 hereby find and determine that the recitals contained hereinabove 7 are true and correct. 8 SECTION 2: The City Council of the City of Vernon hereby 9 approves the Amendment No. 1 to the Participation Agreement, a 10 copy of which has been presented to the City Council concurrently 11 with this resolution, and the City Council hereby orders said 12 Amendment to be received and filed by the City Clerk. 13 SECTION 3: The City Council of the City of Vernon hereby 14 authorizes the Mayor and the City Clerk to execute said Amendment 15 for, and on behalf of, the City of Vernon. 16 SECTION 4: The City Clerk of the City of Vernon shall 17 certify to the passage of this resolution and thereupon and 18 thereafter the same shall be in full force and effect. 19 APPROVED AND ADOPTED this 2nd day of September, 1997. ~~~?ilt~ ' THOMAS A. YB ,Mayor Pro Tem 20 21 22 ~~ BRUCE V. MALKENHORST, City Clerk ATTEST: d 23 24 25 26 27 28 -2- 1 STATE OF CALIFORNIA ss 2 COUNTY OF LOS ANGELES 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of 5 Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7018, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, September 2. 1997, and thereafter was duly signed by 6 7 8 9 the Mayor Pro Tem of the City of Vernon. /~/P 10 4 11 BRUCE V. MALKENHORST, City Clerk 12 ( SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3-