Resolution No. 94311 RESOLUTION NO. 9431
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A PURCHASE AND SALE AGREEMENT AND RELATED
4 DOCUMENTS BY AND BETWEEN THE CITY OF VERNON AND
BEOWULF (VERNON) POWER LLC REGARDING THE MALBURG
5 GENERATING STATION AND OTHER POWER GENERATION AND
6 TRANSMISSION ASSETS
7 WHEREAS, the City of Vernon (the "City") is a municipal
8 corporation and a chartered city of the State of California organized
9 and existing under its Charter and the Constitution of the State of
10 California; and
11 WHEREAS, the City owns and operates a system for the
12 generation, purchase, transmission, distribution and sale of electric
13 capacity and energy; and
14 WHEREAS, the City is the owner of the Malburg Generating
15 Station, has an 11 megawatt entitlement interest in the output of the
16 Palo Verde Nuclear Generating Station, has a 22 megawatt entitlement
17 to energy from the Hoover Uprating Project and has a participation
18 interest in the Mead -Phoenix and Mead-Adelanto transmission projects
19 (collectively, the "Assets") and
20 WHEREAS, the City desires to sell its entitlement, right,
21 title and interest in the Assets to Beowulf (Vernon) Power Company,
22 LLC ("Beowulf") under the terms and conditions of a Purchase and Sale
23 Agreement including, but not limited to, the Power Purchase Tolling
24 Agreement, the Ground Lease and other related documents; and
25 WHEREAS, the City Council of the City of Vernon has
26 determined that, pursuant to the provisions of subsection (a) of
27 Section 2.27 of the Vernon City Code, it is in the public interest and
28 necessity to enter into the Purchase and Sale Agreement including, but
1 not limited to, the Power Purchase Tolling Agreement, the Ground Lease
2 and other related documents, with Beowulf.
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 hereby
6 finds and determines that the recitals contained hereinabove are true
7 and correct.
8 SECTION 2: The City Council of the City of Vernon hereby
9 approves the Purchase and Sale Agreement at a sale price of not less
10 than $333,000,000 including, but not limited to, the Power Purchase
11 Tolling Agreement, the Ground Lease and other related documents
12 (collectively, the "Purchase Documents"), with Beowulf (Vernon) Power
13 Company, LLC, in substantially the same form as the copies which are
14 being presented to the City Council concurrently with this Resolution,
15 and the City Council hereby orders said Purchase Documents to be
16 received and filed by the City Clerk.
17 SECTION 3: The City Council of the City of Vernon hereby
18 authorizes the City Administrator, or his designee, to execute the
19 Purchase Documents for, and on behalf of, the City of Vernon.
20 SECTION 4: The City Council of the City of Vernon hereby
21 authorizes the City Administrator, or his designee, to make whatever
22 nonsubstantive, administrative and/or text changes, upon advice of
23 counsel, to the Purchase Documents.
24 SECTION 5: The City Council of the City of Vernon hereby
25 approves and authorizes the City Administrator, or his designee, to
26 perform such acts and deeds as may be necessary or convenient to
27 effect the purposes of this Resolution and the transactions herein
28 approved or authorized and to execute any and all documents as shall
- 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
be required to complete the sale of the Assets and to accomplish the
close of escrow consistent with the terms of the Purchase Documents
herein.
SECTION 6: 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 October, 2007.
Leonls C• Malburg
Name:
Title: Mayor / Mayor 'Pefft,
- 3 -
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
07
27
W:11
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. 9431, was
duly adopted by the City Council of the City of Vernon at an adjourned
regular meeting of the City Council duly held on Tuesday, October 2,
2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of
the City of Vernon.
&QWJRLA GI N City Clerk
(SEAL)
- 4 -