Resolution No. 97017
8
9
10
11
12
IRA
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 9701
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON DESIGNATING THE CITY'S REPRESENTATIVE FOR
DISPUTE RESOLUTION AND DELEGATING TO SAID
REPRESENTATIVE COMPLETE AUTHORITY TO RESOLVE ALL
MATTERS RELATING TO ITS CONTRACTUAL RELATIONSHIP
WITH BICENT (CALIFORNIA) POWER LLC
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 (collectively, the "Purchase Agreement")
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, Section 12.2, Informal Resolution, of the Purchase
Agreement provides that unresolved disputes be initially referred to
the City's City Administrator, or designee, and the President of Bicent
for resolution in an effort to resolve disputes and
WHEREAS, the City Council deems it prudent and necessary
that Donal O'Callaghan, Director.,of Light & Power, be designated the
City's representative for purposes of resolving any and all disputes
under the Purchase Agreement pursuant to Section 12.2 of the Purchase
Agreement, and that the City authorize Donal O'Callaghan to have
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
complete authority and responsibility to informally resolve all
disputes pursuant to Section 12.2 of the Purchase Agreement.
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
designates Donal O'Callaghan, the Director of Light & Power, as the
City's representative for purposes of informally resolving disputes
with Bicent and any and all of its subsidiaries in accordance with
Section 12.2 of the Purchase Agreement.
SECTION 3: The City Council of the City of Vernon hereby
delegates to Donal O'Callaghan, the Director of Light & Power,
complete authority and responsibility to informally resolve all
disputes pursuant to Section 12.2 of the Purchase Agreement.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a copy of this
resolution to:
Paul B. Prager, President
Bicent (California) Power LLC
103 N. Washington Street
Easton, MD 21601
and
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Attn: Carl L. Reisner, Esq.
1285 Avenue of the Americas
New York, NY 10019
- 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
SECTION 5: The City Council of the City of Vernon hereby
authorizes the._Director of Light & Power to take any action deemed
necessary to carry out or to perform such other acts and deeds as may
be necessary or convenient to effect the purposes of this Resolution
and the transactions herein authorized.
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 18th day of August, 2008.
ATT ST:
M NUELA GIRON, ity Clerk
Hilario Gonzales
Name:
Jam. ��.�r= /1i✓
Title: 4
/
Mayor
Pro-Tem
- 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
26
27
28
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. 9701, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, August 18, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
�-
KATqbELA GIR N, City Clerk
- 4 -
-.dhp. _ .
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 18, 2008
Paul B.
Prager, President
Paul, Weiss,
Rifkind, Wharton & Garrison LLP
Bicent
(California) Power LLC
Attn: Carl
L. Reisner, Esq.
103 N.
Washington Street
1285 Avenue
of the Americas
Easton,
MD 21601
New York, NY
10019
Re: City's Representative for Dispute Resolution
Gentlemen:
Transmitted herewith is a copy of Resolution No. 9701 that was
approved by City Council on August 18, 2008.
If you have any questions regarding this matter, please call Mr. Donal
O'Callaghan at (323) 583-8811 ext. 834.
Very truly yours,
Nel y Giron
City Clerk
NG:dr
c: Donal O'Callaghan
Resolution No. 9701
E-- CAsivefy Industrial
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES)
CERTIFICATE
I, Manuela Giron, City Clerk of the City of Vernon, County
of Los Angeles, State of California, hereby certify that the
attached is a full and complete copy of:
RESOLUTION NO. 9701 - A Resolution of the City Council of
the City of Vernon Designating the City's Representative
For Dispute Resolution and Delegating to Said
Representative Complete Authority to Resolve All Matters
Relating to Its Contractual Relationship With Bicent
(California) Power LLC
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official Seal of the City �V�ernon, County of Los Angeles,
State of California, on this 4 n,. r^�, day of August 2008.
SEAL:
Manuela Giron
City Clerk