Resolution No. 96011
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RESOLUTION NO. 9601
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
ONE ESCROW ACCOUNT AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND THE BANK OF NEW YORK TRUST
COMPANY, N.A. FOR CITY OF VERNON BICENT CAPACITY
PAYMENT CUSTODY ESCROW ACCOUNT
WHEREAS, the City of Vernon (the "City") is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California and
WHEREAS, on December 17, 2007, the City Council of the City
of Vernon adopted Resolution No. 9510 approving an Amended and Restated
Purchase and Sale Agreement and other related documents including, but
not limited to, the Power Purchase Tolling Agreement, the Ground Lease
and other related documents with Bicent (California) Power LLC
("Bicent"), for the sale of the Malburg Generating Station and its
entitlement to energy from the Hoover Uprating Project; and
WHEREAS, City staff have recommended that the City enter into
an Escrow Agreement with The Bank of New York Trust Company, N.A.
("BNY") to open a City of Vernon Bicent Capacity Payment Custody Escrow
Account (the "Bicent Account") to implement the Purchase and Sale
Agreement with Bicent.
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
Minds and determines that the recitals contained hereinabove are true
And correct.
SECTION 2: The City Council of the City of Vernon hereby
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approves the Escrow Agreement with BNY, in substantially the same form
as the copy which is attached hereto as Exhibit A and incorporated by
reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreement for, and on behalf of,
the City of Vernon and the City Clerk is hereby authorized to attest
thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non -
substantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
approves and authorizes the City Administrator, or the Finance
Director, or either of their designees, to act as its "Authorized
Officer" pursuant to the Escrow Agreement, to execute any and all
documents necessary to implement and carry out the purposes specified
in the Escrow Agreement on behalf of the City of Vernon and to perform
such other actions deemed necessary or advisable.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
Agreement and the special escrow fee of $2,000.00 to:
The Bank of New York Trust Company, N.A.
Attn. Corporate Trust Department
700 South Flower, Suite 500
Los Angeles, CA 90017
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SECTION 7: 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 21st day of April, 2008.
ATTEST:
UELA GIRON, City Clerk
Name: Leonis C. Malburg
Title: Mavor
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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. 9601, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, April 21, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
ANUELA GIRON, ity Clerk
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EXHIBIT A
ESCROW AGREEMENT
Between
The City of Vernon
And
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Dated as of April 21, 2008
ACCOUNT NUMBER
City of Vernon Bicent Capacity Payment Custody Escrow Account
ESCROW AGREEMENT made this 21th day of April, 2008 and between THE BANK
OF NEW YORK TRUST COMPANY, N.A. ("Escrow Agent") and the undersigned
(collectively the "Depositors" and individually the "Depositor").
Depositors and Escrow Agent hereby agree that, in consideration of the mutual promises
and covenants contained herein, Escrow Agent shall hold in escrow and shall distribute
Escrow Property (as defined herein) in accordance with and subject to the following
Instructions and Terms and Conditions:
I. INSTRUCTIONS:
1. Escrow Property
The property and/or funds deposited or to be deposited with Escrow Agent by
Depositors shall be as follows:
$39,250,000.00 Amount deposited on April 22, 2008 and additional amounts to
be received by city from time to time.
The foregoing property and/or funds, plus all interest, dividends and other
distributions and payments thereon (collectively the "Distributions") received by
Escrow Agent, less any property and/or funds distributed or paid in accordance
with this Escrow Agreement, are collectively referred to herein as 'Escrow
Property."
2. Investment of Escrow Property (Depositors are to select one of the following
options, initial the option selected and, if "(b)" is selected, insert the appropriate
information.)
(a) Escrow Agent shall have no obligation to pay interest on or to
invest or reinvest any Escrow Property deposited or received
hereunder.
X (b) Escrow Agent shall invest or reinvest Escrow Property, without
distinction between principal and income, in accordance with the
following:
AIM Government & Agency Portfolio Private (9999035)
Escrow Agent shall have no liability for any loss arising from or
related to any such investment other than in accordance with
paragraph 4 of the Terms and Conditions.
3. Distribution of Escrow Property
Escrow Agent is directed to hold and distribute the Escrow Property in the
following manner:
Upon written direction received from an "Authorized Officer" of the City of
Vernon.
4. Addresses
Notices, instructions and other communications shall be sent to Escrow Agent,
Corporate Trust Department, 700 South Flower Street — Suite 500, Los Angeles,
CA 90017 and to Depositors as follows:
City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058
5. Distribution of Escrow Property pon Termination
Upon termination of this Escrow Agreement, Escrow Property then held
hereunder shall be distributed as follows:
Upon written direction received from an "Authorized Officer" of the City of
Vernon.
6. Compensation
(a). At the time of execution of this Escrow Agreement, Depositors shall pay
Escrow Agent Special Escrow fee of $2,000.00 , payable upon
execution of this Agreement. Said fee will be payable annually in
advance.
(b). Depositors shall pay a disbursement transaction fee of $35 for
each disbursement directed by Depositor.
(c). Depositors shall be responsible for and shall reimburse Escrow Agent
upon demand for all expenses, disbursements and advances incurred or
made by Escrow Agent in connection with this Agreement. In accordance
with Escrow Agent's fee schedule dated as of April 21, 2008.
II. TERMS AND CONDITIONS
1. The duties, responsibilities and obligations of Escrow Agent shall be limited to
those expressly set forth herein and no duties, responsibilities or obligations shall
be inferred or implied. Escrow Agent shall not be subject to, nor required to
comply with, any other agreement between or among any or all of the Depositors
or to which any Depositor is a party, even though reference thereto may be made
herein, or to comply with any direction or instruction (other than those contained
herein or delivered in accordance with this Escrow Agreement) from any
Depositor or any entity acting on its behalf. Escrow Agent shall not be required
to, and shall not, expend or risk any of its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder.
2. This Agreement is for the exclusive benefit of the parties hereto and their
respective successors hereunder, and shall not be deemed to give, either express
or implied, any legal or equitable right, remedy, or claim to any other entity or
person whatsoever.
If at any time Escrow Agent is served with any judicial or administrative order,
judgment, decree, writ or other form of judicial or administrative process which in
any way affects Escrow Property (including but not limited to orders of
attachment or garnishment or other forms of levies or injunctions or stays relating
to the transfer of Escrow Property), Escrow Agent is authorized to comply
therewith in any manner as it or its legal counsel of its own choosing deems
appropriate; and if Escrow Agent complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, Escrow Agent shall not be liable to any of the parties
hereto or to any other person or entity even though such order, judgment, decree,
writ or process may be subsequently modified or vacated or otherwise determined
to have been without legal force or effect.
4. (a) Escrow Agent shall not be liable for any action taken or omitted or for any
loss or injury resulting from its actions or its performance or lack of performance
of its duties hereunder in the absence of gross negligence or willful misconduct on
its part. In no event shall Escrow Agent be liable (i) for acting in accordance
with or relying upon any instruction, notice, demand, certificate or document from
any Depositor or any entity acting on behalf of any Depositor, (ii) for any
consequential, punitive or special damages, (iii) for the acts or omissions of its
nominees, correspondents, designees, subagents or subcustodians, or (iv) for an
amount in excess of the value of the Escrow Property, valued as of the date of
deposit.
(b) If any fees, expenses or costs incurred by, or any obligations owed to, escrow
Agent hereunder are not promptly paid when due, Escrow Agent may reimburse
itself therefor from the Escrow Property and may sell, convey or otherwise
dispose of any Escrow Property for such purpose.
(c) As security for the due and punctual performance of any and all of Depositors'
obligations to Escrow Agent hereunder, now or hereafter arising, Depositors,
individually and collectively, hereby pledge, assign and grant to Escrow Agent a
continuing security interest in, and a lien on, the Escrow Property and all
Distributions thereon or additions thereto (whether such additions are the result of
deposits by Depositors or the investment of Escrow Property). The security
interest of Escrow Agent shall at times be valid, perfected and enforceable by
Escrow Agent against Depositors and all third parties in accordance with the
terms of this Escrow Agreement.
(d) Escrow Agent may consult with legal counsel at the expense of the
Depositors as to any matter relating to this Escrow Agreement, and Escrow Agent
shall not incur any liability in acting in good faith in accordance with any advice
from such counsel.
(e) Escrow Agent shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence beyond the control of Escrow Agent (including but not limited to any
act or provision of any present or future law or regulation or governmental
authority, any act of God or war, or the unavailability of the Federal Reserve
Bank wire or telex or other wire or communication facility).
Unless otherwise specifically set forth herein, Escrow Agent shall proceed as soon
as practicable to collect any checks or other collection items at any time deposited
hereunder. All such collections shall be subject to Escrow Agent's usual
collection practices or terms regarding items received by Escrow Agent for
deposit or collection. Escrow Agent shall not be required, or have any duty, to
notify anyone of any payment or maturity under the terms of any instrument
deposited hereunder, nor to take any legal action to enforce payment of any
check, note or security deposited hereunder or to exercise any right or privilege
which may be afforded to the holder of any such security.
6. Escrow Agent shall provide to Depositors monthly statements identifying
transactions, transfers or holdings of Escrow Property and each such statement
shall be deemed to be correct and final upon receipt thereof by the Depositors
unless Escrow Agent is notified in writing to the contrary within thirty (30)
business days of the date of such statement.
7. Escrow Agent shall not be responsible in any respect for the form, execution,
validity, value or genuineness of documents or securities deposited hereunder, or
for any description therein, or for the identity, authority or rights of persons
executing or delivering or purporting to execute or deliver any such document,
security or endorsement.
8. Notices, instructions or other communications shall be in writing and shall be
given to the address set forth in the "Addresses" provision herein (or to such other
address as may be substituted therefor by written notification to Escrow Agent or
Depositors). Notices To Escrow Agent shall be deemed to be given when actually
received by Escrow Agent's Corporate Trust Department. Escrow Agent is
authorized to comply with and rely upon any notices, instructions or other
communications believed by it to have been sent or given by Depositors or by a
person or persons authorized by Depositors. Whenever under the terms hereof the
time for giving a notice or performing an act falls upon a Saturday, Sunday, or
banking holiday, such time shall be extended to the next day on which Escrow
Agent is open for business.
9. Depositors, jointly and severally, shall be liable for and shall reimburse and
indemnify Escrow Agent and hold Escrow Agent harmless against any and all
claims, losses, liabilities, costs, damages or expenses (including reasonable
attorneys' fees and expenses) (collectively, "Losses") arising from or in
connection with or related to this Escrow Agreement or being Escrow Agent
hereunder (including but not limited to Losses incurred by Escrow Agent in
connection with its successful defense, in whole or in part of any claim of gross
negligence or willful misconduct on its part), provided, however, that nothing
contained herein shall require Escrow Agent to be indemnified for Losses caused
by its gross negligence or willful misconduct.
10. (a) Depositors may remove Escrow Agent at any time by giving to Escrow Agent
thirty (30) calendar day's prior notice in writing signed by all Depositors. Escrow
Agent may resign at any time by giving to Depositors thirty (30) calendar days
prior written notice thereof.
(b) Within ten (10) calendar days after giving the foregoing notice of removal to
Escrow Agent or receiving the foregoing notice of resignation from Escrow
Agent, all Depositors shall jointly agree on and appoint a successor Escrow
Agent. If a successor Escrow Agent has not accepted such appointment by the
end of such 10-day period, Escrow Agent may, in its sole discretion, deliver the
Escrow Property to any of the Depositors at the address provided herein or may
apply to a court of competent jurisdiction for the appointment of a successor
Escrow Agent or for other appropriate relief. The costs and expenses (including
reasonable attorneys' fees and expenses) incurred by Escrow Agent in connection
with such proceeding shall be paid by, and be deemed a joint and several
obligation of, the Depositors.
(c) Upon receipt of the identity of the successor Escrow Agent, Escrow Agent
shall either deliver the Escrow Property then held hereunder to the successor
Escrow Agent, less Escrow Agent's fees, costs and expenses or other obligations
owed to Escrow Agent, or hold such Escrow Property (or any portion thereof),
pending distribution, until all such fees, costs and expenses or other obligations
are paid.
(d) Upon delivery of the Escrow Property to successor Escrow Agent, Escrow
Agent shall have no further duties, responsibilities or obligations hereunder.
11. (a) In the event of any ambiguity or uncertainty hereunder or in any notice,
instruction or other communication received by Escrow Agent hereunder, Escrow
Agent may, in its sole discretion, refrain from taking any action other than retain
possession of the Escrow Property, unless Escrow Agent receives written
instructions, signed by all Depositors, which eliminates such ambiguity or
uncertainty.
(b) In the event of any dispute between or conflicting claims by or among the
Depositors and/or any other person or entity with respect to any Escrow Property,
Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any
and all claims, demands or instructions with respect to such Escrow Property so
long as such dispute or conflict shall continue, and Escrow Agent shall not be or
become liable in any way to the Depositors for failure or refusal to comply with
such conflicting claims, demands or instructions. Escrow Agent shall be entitled
to refuse to act until, in its sole discretion, either (i) such conflicting or adverse
claims or demands shall have been determined by a final order, judgment or
decree of a court of competent jurisdiction, which order, judgment or decree is not
subject to appeal, or settled by agreement between the conflicting parties as:
evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall
have received security or an indemnity satisfactory to its sufficient to hold it
harmless from and against any and all Losses which it may incur by reason of so
acting. Escrow Agent may, in addition, elect, in its sole discretion, to commence
an interpleader action or seek other judicial relief or orders as it may deem, in its
sole discretion, necessary. The costs and expenses (including reasonable
attorneys' fees and expenses) incurred in connection with such proceeding shall be
paid by, and shall be deemed a joint and several obligation of, the Depositors.
12. This Agreement shall be interpreted, construed, enforced and administered in
accordance with the internal substantive laws (and not the choice of law rules) of
the State of California. Each of the Depositors hereby submits to the personal
jurisdiction of and each agrees that all proceedings relating hereto shall be
brought in courts located within the City and State of California or elsewhere as
Escrow Agent may select. Each of the Depositors hereby waives the right to trial
by jury and to assert counterclaims in any such proceedings. To the extent that in
any jurisdiction any Depositor may be entitled to claim, for itself or its assets,
immunity from suit, execution, attachment (whether before or after judgment) or
other legal process, each hereby irrevocably agrees not to claim, and hereby
waives, such immunity. Each Depositor waives personal service of process and
consents to service of process by certified or registered mail, return receipt
requested, direction to it at the address last specified for notices hereunder, and
such service shall be deemed completed ten (10) calendar days after the same is
so mailed.
13. Except as otherwise permitted herein, this Escrow Agreement may be modified
only by a written amendment signed by all the parties hereto, and no waiver of
any provision hereof shall be effective unless expressed in a writing signed by the
party to be charged.
14. The rights and remedies conferred upon the parties hereto shall be cumulative,
and the exercise or waiver of any such right or remedy shall not preclude or
inhibit the exercise of any additional rights or remedies. The waiver of any right
or remedy hereunder shall not preclude the subsequent exercise of such right or
remedy.
15. Each Depositor hereby represents and warrants (a) that this Escrow Agreement
has been duly authorized, executed and delivered on its behalf and constitutes its
legal, valid and binding obligation and (b) that the execution, delivery and
performance of this Escrow Agreement by Depositor do not and will not violate
any applicable law or regulation.
16. The invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision; and if any provision is held to be enforceable as a matter of law, the
other provisions shall not be affected thereby and shall remain in full force and
effect.
17. This Agreement shall constitute the entire agreement of the parties with respect to
the subject matter and supersedes all prior oral or written agreements in regard
thereto.
18. This Agreement shall terminate upon the distribution of all Escrow Property from
the Account. The provisions of these Terms and Conditions shall survive
termination of this Escrow Agreement and/or the resignation or removal of the
Escrow Agent.
19. No printed or other material in any language, including prospectuses, notices,
reports, and promotional material which mentions "BNY Western Trust
Company" by name or the rights, powers, or duties of the Escrow Agent under
this Agreement shall be issued by any other parties hereto, or on such party's
behalf, without the prior written consent of Escrow Agent.
20. The headings contained in this Agreement are for convenience of reference only
and shall have no effect on the interpretation or operation hereof.
21. This Escrow Agreement may be executed by each of the parties hereto in any
number of counterparts, each of which counterpart, when so executed and
delivered, shall be deemed to be an original and all such counterparts shall
together constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties have caused this Escrow
Agreement to be executed by a duly authorized officer as of the day and year first written
above.
CITY OF VERNON
BY:
Name: Leonis C. Malburg
Title: Mayor
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Escrow Agent
By: _
Name:
Title:
Securities Servicing
The Bank of New York
Trust Company, N.A. Wit BANK
700 South Flower Street
Suite500 n NEW YORK.
Los Angeles, CA 90017 +s4`�•
FACSIMILE/E-MAIL INSTRUCTIONS: AUTHORIZATION
Re: The City of Vernon Escrow 2008 Bicent Capacity Payment Account No. 800594 (the "Agreement")
Date: April 22, 2008
Customer Authorization, Limitation of Liabilitv and Indemnity:
The City of Vernon ("Customer") hereby authorizes The Bank of New York (the 'Bank") to rely upon and comply
with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods (but
excluding on-line communications systems covered by a separate agreement (such as the Bank's Inform or CASH
Register Plus system) ("On -Line Communications Systems)) (`Electronic Methods") by persons believed by the
Bank to be authorized to give instructions and directions on behalf of Customer. Except as set forth below with
respect to funds transfers, the Bank shall have no duty or obligation to verify or confirm that the person who sent
such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of
Customer (other than to verify that the signature on a facsimile is the signature of a person authorized to give
instructions and directions on behalf of Customer); and the Bank shall have no liability for any losses, liabilities,
costs or expenses incurred or sustained by Customer as a result of such reliance upon or compliance with such
instructions or directions. Customer agrees to assume all risks arising out of the use of Electronic Methods to
submit instructions and directions to the Bank, including without limitation the risk of the Bank acting on
unauthorized instructions, and the risk of interception and misuse by third parties.
Funds Transfers. With respect to any "funds transfer," as defined in Article 4-A of the Uniform Commercial Code,
the following security procedure will apply: Customer's payment instruction is to include the name and (in the
case of a facsimile) signature of the person initiating the funds transfer request. If the name is listed as an
authorized signer on the relevant account, the Bank will confirm the instructions by telephone call to any person
listed as an authorized signer on the account, who may be the same person who initiated the instruction. When
calling back, the Bank will request from Customer's staff member his or her name. If the name is listed in the
Bank's records as an authorized signer, the Bank will confirm the instructions with respect to amount, names and
numbers of accounts to be charged or credited and other relevant reference information._ Customer acknowledges
that the Bank has offered to Customer other security procedures that are more secure and are commercially
reasonable for Customer, and that Customer has nonetheless chosen the procedures described in this paragraph.
Customer agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted
by the Bank in accordance with the above procedures. When instructed to credit or pay a party by both name and a
unique numeric or alpha -numeric identifier (e.g. ABA number or account number), the Bank, and any other bank
participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different
than the party named. This applies to beneficiaries as well as any intermediary bank. Customer agrees to be bound
by the rules of any funds transfer network used in connection with any payment order accepted by the Bank
hereunder.
This authorization shall remain in full force and effect until canceled, revoked or amended by written notice
received by the Bank; and replaces and supersedes any previous authorization from Customer to the Bank relating
to the giving of instructions by facsimile, e-mail or other similar Electronic Methods (but excluding On -Line
Communications Systems) and is in addition to all other authorizations. Notwithstanding any revocation,
cancellation or amendment of this authorization, any action taken by the Bank pursuant to this authorization prior
to the Bank's actual receipt and acknowledgement of a notice of revocation, cancellation or amendment shall not be
affected by such notice.
Customer agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities,
judgments, costs and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred or sustained
by the Bank as a result of or,in connection with the Bank's reliance upon and compliance with instructions or
directions given by Electronic Methods, provided, however, that such Losses have not arisen from the negligence
or willful misconduct of the Bank, it being understood that the failure of the Bank to verify or confirm that the
person giving the instructions or directions, is, in fact, an authorized person does not constitute negligence or
willful misconduct.
This document shall be governed by, and shall be construed in accordance with, the substantive laws (and not the
choice of law rules) of the jurisdiction governing the Agreement.
Customer hereby represents and warrants to the Bank that this authorization is properly given and has been duly
approved by a resolution of its City Council.
Nothing contained herein shall, or be deemed to, alter or modify the rights and remedies of the Bank as set forth in
the Agreement.
The execution of this document by Customer constitutes acceptance of the foregoing.
Yours faithfully,
THE BANK OF NEW YORK TRUST COMPANY, N. A.
r
By:
Name: Aurora uiazon
Title: Assistant Vice President
Customer hereby accepts and agrees to
the terms and conditions set forth herein.
CITY OF VERNON
By: /�" "
Name: Rory rnett If
Title: Financ Director
ESCROW AGREEMENT
Between
The City of Vernon
And
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Dated as of April 21, 2008
ACCOUNT NUMBER g o o °I
City of Vernon Bicent Capacity Payment Custody Escrow Account
ESCROW AGREEMENT made this 21St day of April, 2008 and between THE BANK
OF NEW YORK TRUST COMPANY, N.A. ("Escrow Agent") and the undersigned
(collectively the "Depositors" and individually the "Depositor").
Depositors and Escrow Agent hereby agree that, in of the mutual promises
and covenants contained herein, Escrow Agent shall hold in escrow and shall distribute
Escrow Property (as defined herein) in accordance with and subject to the following
Instructions and Terms and Conditions:
I. INSTRUCTIONS:
1 Escrow Property
The property and/or funds deposited or to be deposited with Escrow Agent by
Depositors shall be as follows:
$39,250,000.00 Amount deposited on April22, 2008 and additional amounts to
be received by city from time to time.
The foregoing property and/or funds, plus all interest, dividends and other
distributions and payments thereon (collectively the "Distributions") received by
Escrow Agent, less any property and/or funds distributed or paid in accordance
with this Escrow Agreement, are collectively referred to herein as 'Escrow
Property.
2. Investment of Escrow Property (Depositors are to select one of the following
options, initial the option selected and, if "(b)" is selected, insert the appropriate
information.)
(a) Escrow Agent shall have no obligation to pay interest on or to
invest or reinvest any Escrow Property deposited or received
hereunder.
X (b) Escrow Agent shall investor reinvest Escrow Property, without
distinction between principal and income, in accordance with the
following:
AIM Government & Agency Portfolio Private (9999035)
Escrow Agent shall have no liability for any loss arising from or
related to any such investment other than in accordance with
paragraph 4 of the Terms and Conditions.
3. Distribution of Escrow Property
Escrow Agent is directed to hold and distribute the Escrow Property in the
following manner:
Upon written direction received from an "Authorized Officer" of the City of
Vernon.
4. Addresses
Notices, instructions and other communications shall be sent to Escrow Agent,
Corporate Trust Department, 700 South Flower Street — Suite 500, Los Angeles,
CA 90017 and to Depositors as follows:
City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058
5. Distribution of Escrow Property pon Termination
Upon termination of this Escrow Agreement, Escrow Property then held
hereunder shall be distributed as follows:
Upon written direction received from an "Authorized Officer" of the City of
Vernon.
6. Compensation
(a). At the time of execution of this Escrow Agreement, Depositors shall pay
Escrow Agent Special Escrow fee of $2,000.00 , payable upon
execution of this Agreement. Said fee will be payable annually in
advance.
(b). Depositors shall pay a disbursement transaction fee of $35 for
each disbursement directed by Depositor.
(c). Depositors shall be responsible for and shall reimburse Escrow Agent
upon demand for all expenses, disbursements and advances incurred or
made by Escrow Agent in connection with this Agreement. In accordance
with Escrow Agent's fee schedule dated as of April 21, 2008.
II. TERMS AND CONDITIONS
1. The duties, responsibilities and obligations of Escrow Agent shall be limited to
those expressly set forth herein and no duties, responsibilities or obligations shall
be inferred or implied. Escrow Agent shall not be subject to, nor required to
comply with, any other agreement between or among any or all of the Depositors
or to which any Depositor is a party; even though reference thereto may be made
herein, or to comply with any direction or instruction (other than those contained
herein or delivered in accordance with this Escrow Agreement) from any
Depositor or any entity acting on its behalf. Escrow Agent shall not be required
to, and shall not, expend or risk any of its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder.
2. This Agreement is for the exclusive benefit of the parties hereto and their
respective successors hereunder, and shall not be deemed to give, either express
or implied, any legal or equitable right, remedy, or claim to any other entity or
person whatsoever.
3. If at any time Escrow Agent is served with any judicial or administrative order,
judgment, decree, writ or other form of judicial or administrative process which in
any way affects Escrow Property (including but not limited to orders of
attachment or garnishment or other forms of levies or injunctions or stays relating
to the transfer of Escrow Property), Escrow Agent is authorized to comply
therewith in any manner as it or its legal counsel of its own choosing deems
appropriate; and if Escrow Agent complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, Escrow Agent shall not be liable to any of the parties
hereto or to any other person or entity even though such order, judgment, decree,
writ or process maybe subsequently modified or vacated or otherwise determined
to have been without legal force or effect.
4. (a) Escrow Agent shall not be liable for any action taken or omitted or for any
loss or injury resulting from its actions or its performance or lack of performance
of its duties hereunder in the absence of gross negligence or willful misconduct on
its part. In no event shall Escrow Agent be liable (i) for acting in accordance
with or relying upon any instruction, notice, demand, certificate or document from
any Depositor or any entity acting on behalf of any Depositor, (ii) for any
consequential, punitive or special damages, (iii) for the acts or omissions of its
nominees, correspondents, designees, subagents or subcustodians, or (iv) for an
amount in excess of the value of the Escrow Property, valued as of the date of
deposit.
(b) If any fees, expenses or costs incurred by, or any obligations owed to, escrow
Agent hereunder are not promptly paid when due, Escrow Agent may reimburse
itself therefor from the Escrow Property and may sell, convey or otherwise
dispose of any Escrow Property for such purpose.
(c) As security for the due and punctual performance of any and all of Depositors'
obligations to Escrow Agent hereunder, now or hereafter arising, Depositors,
individually and collectively, hereby pledge, assign and grant to Escrow Agent a
continuing security interest in, and a lien on, the Escrow Property and all
Distributions thereon or additions thereto (whether such additions are the result of
deposits by Depositors or the investment of Escrow Property). The security
interest of Escrow Agent shall at times be valid, perfected and enforceable by
Escrow Agent against Depositors and all third parties in accordance with the
terms of this Escrow Agreement.
(d) Escrow Agent may consult with legal counsel at the expense of the
Depositors as to any matter relating to this Escrow Agreement, and Escrow Agent
shall not incur any liability in acting in good faith in accordance with any advice
from such counsel.
(e) Escrow Agent shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence beyond the control of Escrow Agent (including but not limited to any
act or provision of any present or future law or regulation or governmental
authority, any act of God or war, or the unavailability of the Federal Reserve
Bank wire or telex or other wire or communication facility).
5. Unless otherwise specifically set forth herein, Escrow Agent shall proceed as soon
as practicable to collect any checks or other collection items at any time deposited
hereunder. All such collections shall be subject to Escrow Agent's usual
collection practices or terms regarding items received by Escrow Agent for
deposit or collection. Escrow Agent shall not be required, or have any duty, to
notify anyone of any payment or maturity under the terms of any instrument
deposited hereunder, nor to take any legal action to enforce payment of any
check, note or security deposited hereunder or to exercise any right or privilege
which may be afforded to the holder of any such security.
6. Escrow Agent shall provide to Depositors monthly statements identifying
transactions, transfers or holdings of Escrow Property and each such statement
shall be deemed to be correct and final upon receipt thereof by the Depositors
unless Escrow Agent is notified in writing to the contrary within thirty (30)
business days of the date of such statement.
7. Escrow Agent shall not be responsible in any respect for the form, execution,
validity, value or genuineness of documents or securities deposited hereunder, or
for any description therein, or for the identity, authority or rights of persons
executing or delivering or purporting to execute or deliver any such document,
security or endorsement.
8. Notices, instructions or other communications shall be in writing and shall be
given to the address set forth in the "Addresses" provision herein (or to such other
address as may be substituted therefor by written notification to Escrow Agent or
Depositors). Notices To Escrow Agent shall be deemed to be given when actually
received by Escrow Agent's Corporate Trust Department. Escrow Agent is
authorized to comply with and rely upon any notices, instructions or other
communications believed by it to have been sent or given by Depositors or by a
person or persons authorized by Depositors. Whenever under the terms hereof the
time for giving a notice or performing an act falls upon a Saturday, Sunday, or
banking holiday, such time shall be extended to the next day on which Escrow
Agent is open for business.
9. Depositors, jointly and severally, shall be liable for and shall reimburse and
indemnify Escrow Agent and hold Escrow Agent harmless against any and all
claims, losses, liabilities, costs, damages or expenses (including reasonable
attorneys' fees and expenses) (collectively, "Losses") arising from or in
connection with or related to this Escrow Agreement or being Escrow Agent
hereunder (including but not limited to Losses incurred by Escrow Agent in
connection with its successful defense, in whole or in part of any claim of gross
negligence or willful misconduct on its part), provided, however, that nothing
contained herein shall require Escrow Agent to be indemnified for Losses caused
by its gross negligence or willful misconduct.
10. (a) Depositors may remove Escrow Agent at any time by giving to Escrow Agent
thirty (30) calendar day's prior notice in writing signed by all Depositors. Escrow
Agent may resign at any time by giving to Depositors thirty (30) calendar days
prior written notice thereof.
(b) Within ten (10) calendar days after giving the foregoing notice of removal to
Escrow Agent or receiving the foregoing notice of resignation from Escrow
Agent, all Depositors shall jointly agree on and appoint a successor Escrow
Agent. If a successor Escrow Agent has not accepted such appointment by the
end of such 10-day period, Escrow Agent may, in its sole discretion, deliver the
Escrow Property to any of the Depositors at the address provided herein or may
apply to a court of competent jurisdiction for the appointment of a successor
Escrow Agent or for other appropriate relief. The costs and expenses (including
reasonable attorneys' fees and expenses) incurred by Escrow Agent in connection
with such proceeding shall be paid by, and be deemed a joint and several
obligation of, the Depositors.
(c) Upon receipt of the identity of the successor Escrow Agent, Escrow Agent
shall either deliver the Escrow Property then held hereunder to the successor
Escrow Agent, less Escrow Agent's fees, costs and expenses or other obligations
owed to Escrow Agent, or hold such Escrow Property (or any portion thereof),
pending distribution, until all such fees, costs and expenses or other obligations
are paid.
(d) Upon delivery of the Escrow Property to successor Escrow Agent, Escrow
Agent shall have no further duties, responsibilities or obligations hereunder.
11. (a) In the event of any ambiguity or uncertainty hereunder or in any notice,
instruction or other communication received by Escrow Agent hereunder, Escrow
Agent may, in its sole discretion, refrain from taking any action other than retain
possession of the Escrow Property, unless Escrow Agent receives written
instructions, signed by all Depositors, which eliminates such ambiguity or
uncertainty.
(b) In the event of any dispute between or conflicting claims by or among the
Depositors and/or any other person or entity with respect to any Escrow Property,
Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any
and all claims, demands or instructions with respect to such Escrow Property so
long as such dispute or conflict shall continue, and Escrow Agent shall not be or
become liable in any way to the Depositors for failure or refusal to comply with
such conflicting claims, demands or instructions. Escrow Agent shall be entitled
to refuse to act until, in its sole discretion; either (i) such conflicting or adverse
claims or demands shall have been determined by a final order, judgment or
decree of a court of competent jurisdiction, which order, judgment or decree is not
subject to appeal, or settled by agreement between the conflicting parties as
evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall
have received security or an indemnity satisfactory to its sufficient to hold it
harmless from and against any and all Losses which it may incur by reason of so
acting. Escrow Agent may, in addition, elect, in its sole discretion, to commence
an interpleader action or seek other judicial relief or orders as it may deem, in its
sole discretion, necessary. The costs and expenses (including reasonable
attorneys' fees and expenses) incurred in connection with such proceeding shall be
paid by, and shall be deemed a joint and several obligation of, the Depositors.
12. This Agreement shall be interpreted, construed, enforced and administered in
accordance with the internal substantive laws (and not the choice of law rules) of
the State of California. Each of the Depositors hereby submits to the personal
jurisdiction of and each agrees that all proceedings relating hereto shall be
brought in courts located within the City and State of California or elsewhere as
Escrow Agent may select. Each of the Depositors hereby waives the right to trial
by jury and to assert counterclaims in any such proceedings. To the extent that in
any jurisdiction any Depositor may be entitled to claim, for itself or its assets,
immunity from suit, execution, attachment (whether before or after judgment) or
other legal process, each hereby irrevocably agrees not to claim, and hereby
waives; such immunity. Each Depositor waives personal service of process and
consents to service of process by certified or registered mail, return receipt
requested, direction to it at the address last specified for notices hereunder, and
such service shall be deemed completed ten (10) calendar days after the same is
so mailed.
13. Except as otherwise permitted herein, this Escrow Agreement may be modified
only by a written amendment signed by all the parties hereto, and no waiver of
any provision hereof shall be effective unless expressed in a writing signed by the
party to be charged.
14. The rights and remedies conferred upon the parties hereto shall be cumulative,
and the exercise or waiver of any such right or remedy shall not preclude or
inhibit the exercise of any additional rights or remedies. The waiver of any right
or remedy hereunder shall not preclude the subsequent exercise of such right or
remedy.
15. Each Depositor hereby represents and warrants (a) that this Escrow Agreement
has been duly authorized, executed and delivered on its behalf and constitutes its
legal, valid and binding obligation and (b) that the execution, delivery and
performance of this Escrow Agreement by Depositor do not and will not violate
any applicable law or regulation.
16. The invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision; and if any provision is held to be enforceable as a matter of law, the
other provisions shall not be affected thereby and shall remain in full force and
effect.
17. This Agreement shall constitute the entire agreement of the parties with respect to
the subject matter and supersedes all prior oral or written agreements in regard
thereto.
18. This Agreement shall terminate upon the distribution of all Escrow Property from
the Account. The provisions of these Terms and Conditions shall survive
termination of this Escrow Agreement and/or the resignation or removal of the
Escrow Agent.
19. No printed or other material in any language, including prospectuses, notices,
reports, and promotional material which mentions "BNY Western Trust
Company" by name or the rights, powers, or duties of the Escrow Agent under
this Agreement shall be issued by any other parties hereto, or on such party's
behalf, without the prior written consent of Escrow Agent.
20. The headings contained in this Agreement are for convenience of reference only
and shall have no effect on the interpretation or operation hereof.
21. This Escrow Agreement may be executed by each of the parties hereto in any
number of counterparts, each of which counterpart, when so executed and
delivered, shall be deemed to be an original and all such counterparts shall
together constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties have caused this Escrow
Agreement to be executed by a duly authorized officer as of the day and year first written
above.
CITY OF VERNON
By:!�-u'' -�
N me:(Leonis C. Malburg
Title: Mayor
APPROVED AS TO FORM:
Je(Iff. Hison, City Attorney
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Escrow Agent
e
By:
Name: kukveA
Title: SS t5,
SHAREHOLDER SERVICES FEES:Customer acknowledges' that the Fund is authorized to make payments
from its management fee or any other source available to parties such as banks or broker -dealers ("Service
Organizations") that provide shareholder support services to the Fund and that Service Organizations currently
are compensated at a rate of up to the Maximum Rate of,,25% annually of the average net assets' of each Fund
with respect to which they provide or ;have provided shareholder support services. Customer further
acknowledges that BNY is a 'Service Organization and is paid, and hereby consents to such payment, by the
Fund up to the Maximum Rate annually of the average daily balance of the Account invested in the Fund for
shareholder support services rendered to the Fund by BNY,' which services may include, without limitation,;
answering client's inquiries regarding the Fund, assistance to clients in changing dividend options, account
designations and addresses,;; processing purchase and redemption transactions, providing periodic statements
showing a client's account balance and the integration of such statement with other transactions', arranging for
BNY wires, and providing such other information and services as the Fund's distributor or Customer reasonably
may request. Customer further acknowledges that the Fund may purchase securities from or through BNY or its
affiliates,' may engage in repurchase transactions with BNY or its 'affiliates, may place 'funds on deposit in
accounts with BNY or its affiliates and receive interest income thereon and may obtain other services from BNY
for which` BNY is paid a fee.
INVESTMENT MAINTENANCE FEE: BNYNA will charge, an investment maintenance fee with respect to
investments in the Fund, calculated' at an annual rate of up to .33 basis points on average total monthly` account
balances'. The investment maintenance fee will be charged [monthly].
This Authorization and Direction is executed, acknowledged and consented to at Vernon, California on April 21,
2008.
CITY OF VERNON
By:
Name: Ror . urnett
Title: Fin ",be Director
We BANS
of NEW Oi ly.
City of Vernon (Bicent Capacity Payment Account)
Fee Schedule
April 21, 2008
Upon appointment of BNY as escrow agent, the Issuer shall be responsible for the payment of the fees,
expenses and charges, as set forth in this Fee Schedule.
ACCEPTANCE FEE Waived
This one time charge is payable at the time of the closing and includes the review and execution of the
Indenture and all documents submitted in support thereof, acceptance of the trust, establishment of
procedures and controls and set-up of trust accounts. Based upon the transaction described, and if you
agree to use our form of Agreement, we do not anticipate the need to hire outside counsel but reserve
the right to employ counsel and bill at cost if deemed appropriate or required.
ANNUAL ADMINISTRATIVE FEE/per account $2,000
This annual fee is paid in advance for said period, or any portion that any funds are deposited in the
trust account.
INVESTMENT COMPENSATION
With respect to investments in money market mutual funds (other than the Hamilton Funds), the
investment maintenance fee will be calculated at an annual rate of 37 basis points on average total
monthly account balances. With respect to investments in money market mutual funds for which BNY
provides shareholder services BNY (or its affiliates) may also receive and retain additional fees from
the mutual funds (or their affiliates) for shareholder services as set forth in the Authorization and
Direction to BNY to Invest Cash Balances in Money Market Mutual Funds.
REQUISITION / DISBURSEMENT FEE (check or wire) /per transaction $35
MISCELLANEOUS FEES
The fees for performing extraordinary or other services not contemplated at the time of the execution of
the transaction or not specifically covered elsewhere in this schedule will be commensurate with the
service to be provided and will be charged in BNY's sole discretion. These extraordinary services may
include, but are not limited to, supplemental agreements, consent operations, unusual releases, tenders
or sinking fund redemptions, the preparation of special or interim reports, custody of collateral, a one-
time fee to be charged upon termination of an engagement. Counsel, accountants, special agents and
others will be charged at the actual amount of fees and expenses billed.
K
qj- N9W YO RIK.
OUT-OF-POCKET EXPENSES
At Cost
Additional out-of-pocket expenses may include, but are not limited to, telephone; facsimile; courier;
copying; postage; supplies; statutory filing charges, including UCC amendments, continuations, and
termination fees; and expenses of BNY's representative(s) and Counsel for attending special meetings.
Fees and expenses of BNY's representatives and Counsel will be charged at the actual amount of fees
and expenses charged and all other expenses will be charged at cost.
WO BANK.
a NEW Y1*
TERMS AND DISCLOSURES
TERMS OF PROPOSAL
Final acceptance of the appointment as trustee under the Indenture is subject to approval of authorized
officers of BNY and full review and execution of all documentation related hereto. Please note that if
this transaction does not close, you will be responsible for paying any expenses incurred, including
Counsel fees. We reserve the right to terminate this offer if we do not enter into final written
documents within three months from the date this document is first transmitted to you. Fees may be
subject to adjustment during the life of the engagement.
MISCELLANEOUS
The terms of this Fee Schedule shall govern the matters set forth herein and shall not be superseded or
modified by the terms of the Indenture. This Fee Schedule shall be governed by the laws of the State
of California without reference to laws governing conflicts. BNY and the undersigned agree to
jurisdiction of the federal and state courts located in .the City/County of San Francisco, State of
California.
CUSTOMER NOTICE REQUIRED BY THE USA PATRIOT ACT
To help the US government fight the funding of terrorism and money laundering activities, US Federal
law requires all financial institutions to obtain, verify, and record information that identifies each
person (whether an individual or organization) for which a relationship is established.
What this means to you: When you establish a relationship with BNY, we will ask you to provide
certain information (and documents) that will help us to identify you. We will ask for your
organization's name, physical address, tax identification or other government registration number and
other information that will help us to identify you. We may also ask for a Certificate of Incorporation
or similar document or other pertinent identifying documentation for your type of organization.
We thank you for your assistance.
Accepted By: For BNYTC:
Signature 4V_� &4,v4,
Date: Apri121&08
Name: Rory Burnett
Title Finance Director
April 15, 2008
Jose Matamoros
Vice President
Romero, Debbie
From: Enomoto, Kristen
Sent: Tuesday, April 22, 2008 10:51 AM
To: 'Aurora Quiazon'
Cc: 'Alexander Dominguez'; Romero, Debbie
Subject: Bicent Account - Investment & Facsimile/E-mail Authorizations
Attachments: 800594 - Bicent Capacity Payment Account Investment Authorization 4-21-08.PDF; 800594 -
Bicent Capacity Payment Account Facsimile & Email Authorization 4-21-08.PDF
Hi Aurora,
Attached are the investment and facsimile/e-mail authorizations for the new Bicent Account No. 800594. The originals will
be included in the FedEx package with the original agreement and other documents I emailed you yesterday. Please sign
and return one of the original facsimile/e-mail authorizations along with one of the original agreements.
im
in
800594 - Bicent
800594 - Bicent
Capacity Payme...
Capacity Payme...
Thanks for all your help!
Kristen
New Legal Entity Name Changes for Global Corporate Trust
Effective July 1, 2008
Current Legal Entity Name New Legal Entity Name (if applicable)
North America Legal Entity Name Changes
The Bank of New York
The Bank of New York Trust Company, N.A.
BNYM (Delaware)
BNY Trust Company of Canada
The Bank of New York Mellon
The Bank of New York Mellon Trust Company
National Association (orN.A.)
BNY Mellon Trust of Delaware
No Change
_Europe, Middle East, Africa (EMEA) Legal Entitv Name Changes
The Bank of New York
The Bank of New York Mellon
BNY Mellon Funds Services (Ireland) Limited
No Change
The Bank of New York (Luxembourg) S.A.
No Change
BNY Corporate Trustee Services Limited
No Change
BNY Financial Services plc (Dublin)
No Change
Asia Pacific Leal Entitv Name Changes
The Bank of New York
BNY Trust (Australia) Pty Limited
BNY Trust Company of Australia Limited
BTA Institutional Services Australia Limited
Permanent Custodians Limited
BNY Trust (Australia) Registry Limited
GT Australia Nominees Limited
Rusdav Limited
Brandwal Limited
Latin America
The Bank of New York
BNY Mellon Servicos Financeiros DTVM S.A
The Bank of New York Mellon
BNY Mellon (Australia) Pty Ltd (effective.June-11, 2008)
No Change
No Change
No Change
No Change
No Change
No Change
No Change
The Bank of New York Mellon
No Change
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RESOLUTION NO. 9681
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AMENDING RESOLUTION NO. 9601, WHICH APPROVED
AND AUTHORIZED THE EXECUTION OF ONE ESCROW ACCOUNT
AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THE
BANK OF NEW YORK TRUST COMPANY, N.A. FOR CITY OF
VERNON BICENT CAPACITY PAYMENT CUSTODY ESCROW
ACCOUNT
WHEREAS, the City of Vernon (the "City") is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California and
WHEREAS, on December 17, 2007, the City Council of the City
of Vernon adopted Resolution No. 9510 approving an Amended and
Restated Purchase and Sale Agreement and other related documents
including, but not limited to, the Power Purchase Tolling Agreement,
the Ground Lease and other related documents with Bicent (California)
Power LLC ("Bicent")", for the sale of the Malburg Generating Station
and its entitlement to energy from the Hoover Uprating Project; and
WHEREAS, City staff have recommended that the City enter
into an Escrow Agreement with The Bank of New York Trust Company, N.A.
("BNY") to open a City of Vernon Bicent Capacity Payment Custody
Escrow,Account (the "Bicent Account") to implement the Purchase and
Sale Agreement with Bicent; and
WHEREAS, on April 21, 2008, the City Council of the City of
Vernon adopted Resolution No. 9601 approving and authorizing the
execution of an Escrow Account Agreement by and between the City of
Vernon and The Bank of New York Trust Company, N.A. ("BNY") for the
City Bicent Capacity Payment Custody Escrow Account (the "Bicent
A
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lAccount"); and
WHEREAS, City staff have recommended that the City clarify
the establishment and purpose of the Bicent Account, such that said
Bicent Account has been established as an irrevocable escrow account,
to exclusively defease the Additional Capacity Payments due to Bicent
during fiscal years 2008 to 2011 in the total amount of $39.25
million, of which the City agreed to make said Additional Capacity
Payments in order to effectuate the financing ability of Bicent for
Ithe transaction.
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
declares that the City of Vernon Bicent Capacity Payment Custody
(Escrow Account is an irrevocable escrow account to exclusively defease
the Additional Capacity Payments due to Bicent, which the City agreed
to make during each of fiscal years 2008 to 2011, in order to enable
Bicent to finance their purchase of the.Malburg Generating Station and
its entitlement to energy from the Hoover Uprating Project.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Administrator, or the Finance Director, or either
of their designees, who act as its "Authorized Officer" pursuant to
the Escrow Agreement, to execute any and all documents necessary to
implement and carry out for purposes specified in the Escrow Agreement
on behalf of the City of Vernon and to perform such other actions
deemed necessary or advisable.
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SECTION 4: The provisions of Resolution No. 9601 not
consistent with or in conflict with this resolution are hereby
repealed; in all other respects Resolution No. 9601 shall remain in
full force and effect.
SECTION 5: 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 21st day of July, 2008.
ATTEST:
NUELA GIRO-11,, C'ty Clerk
�C
Name: Leonis C. Malburg
Title: Mayor / 1kIay
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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. 9681, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, July 21, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA XU41�-
GI"PON,/City Clerk
- 4 -
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: March 11, 2009
TO: Rory Burnett, Finance Director
Sharon Duckworth, City Treasurer
Kristen Enomoto, Assistant to the City Administrator
Masami Higa, Internal Control Manager/Controller
Joaquin Leon, Assistant Finance Director
FROM: Nelly Giron, City Clerk
RE: Resolution No. 9681 - A Resolution of the City of Vernon
Amending Resolution No. 9601, Which Approved and Authorized
the Execution of One Escrow Account Agreement By and Between
the City of Vernon and the Bank of New York Trust Company,
N.A. for City of Vernon Bicent Capacity Payment Custody
Escrow Account
Transmitted herewith is a copy of Resolution No. 9681 referenced
above, which was approved by City Council on July 21, 2008.
Thank you.
NG : dj
c: Resolution No. 9681 & 9601