Resolution No. 96811
IVA
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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
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IlAccount"); 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
the 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.
AT ST:
n
NUELA GIRO C'ty Clerk
Name: Leonis C. Mal urg
Title: Mayor / may.
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9681, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, July 21, 2008, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GI ON, City Clerk
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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