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Resolution No. 098952 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 RESOLUTION NO. 9895 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONFIDENTIALITY AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND EDISON MISSION ENERGY WHEREAS, the City of Vernon (the "City") owns and operates its own electric system which services the City's constituents; and WHEREAS, Edison Mission Energy ("Edison") is interested in potential business transactions with the City relating to potential wind and solar power generation facilities to be located in Kern County (the "Project"); and WHEREAS, the City desires to preserve and protect its rights by entering into a confidentiality agreement with Edison in a manner that preserves the confidentiality and protected status of the documents, materials, and information to be exchanged, retained and used; and WHEREAS, to facilitate discussions relating to the Project, the City Attorney recommends that a Confidentiality Agreement be executed with Edison; and .WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Edison. 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 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 and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Confidentiality Agreement with Edison, a 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, I and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to execute any and all documents as'shall be required to implement the Agreement consistent with the terms of said Agreement approved herein. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: Edison Mission Energy Attn.: J.T. Boone III, Director, Counsel 18101 Von Karman Avenue,.Suite 1700 Irvine, CA 92612-1046 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 23 rd day of March, 2009. Name: Leonis C. Malburg Title: Mayor f4ANUELA GIROI�—,---City Clerk - 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 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. 989,5, was duly adopted by the City Council of the City of Vernon at a.regular meeting of the City Council duly held on Monday, March 23, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. I (SEAL) & A� - 'W�C—ON,� City rk MANUELA - 3 - EXHIBIT CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement), dated and effective as of March _L3_, 2009 (the "Effective Date"), is entered, into by and between Edison Mission Energy ("Edison Mission Energ ") and the City of Vernon, California (the "Ciff '). Each of Edison Mission Energy and the City is sometimes referred to herein as a "EPgjjf 'and, collectively, as the "Parties". WITNESSETII: WHEREAS, the Parties wish to enter into discussions concerning potential wind and solar power generation facilities to be located in Kem County and a potential gas - fired generation facility to be located in Los Angeles County, California (the "Potential Transaction"); and WHEREAS, in connection with the Potential Transaction, each Party will from time to time provide to the other Party certain information regarding the disclosing Party's or its affiliates' properties, employees, finances, businesses, op I erations, assets and financial affairs that is either non-public, confidential or proprietary in nature (each Party when disclosing such information being the "Disclosing Party" and when receiving such information being the "Receiving Pg!y", and all such information furnished by the Disclosing Party or its Representatives (as defined below), whether furnished before or after the date hereof, whether oral, written or electronic, and regardless of the manner in which it is furnished constitutes the Disclosing Party's "Confidential Information"; and WHEREAS, the Receiving Party agrees to keep the Disclosing Party's Confidential Information confidential in accordance with this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the Parties agree as follows: The term Confidential Information includes, without limitation, all data,. reports, interpretations, forecasts and records containing or otherwise reflecting information concerning the Disclosing Party and its affiliates, whether prepared by such Party or others, and any summaries or other documents created by either Party or their Representatives which refer to, relate� to, discuss, constitute, or embody all or any portion of the Disclosing Party's Confidential Information. Confidential Information shall'not include information which (i) is or becomes publicly available through no act of the Receiving Party in violation of this Agreement,'(ii) is approved for release by written authorization of the Disclosing Party, ( iii) is or becomes available to the Receiving Party on a nonconfidential basis prior to its disclosure by the Disclosing Party or its Repre- sentatives, or (iv) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. As used in this Agreement, the term "Representatives" of a Party means such Party's and its affiliates' directors, officers, 2. 4. managers, partners, employees, contractors and advisors (including, for example, attorneys, accountants, underwriters, lenders, and consultants) who need to know the Proprietary Information for purposes of evaluating, or negotiating the Proposed Transaction. Except as otherwise permitted by this Agreement, the Receiving Party shall not W distribute or disclose to any third.party any of the Disclosing Party's Confidential Information, (ii) permit any third party to have access to such Confidential Information, or (iii) use such Confidential Information for any purpose other than for the purpose of evaluating the Potential Transaction. In addition, except as otherwise provided in this Agreement, neither Party shall disclose the terms and conditions and the existence of this Agreement, any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto, the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. Notwithstanding anything to the contrary in this Agreement: a. Receiving Party may disclose Confidential Information to its Representatives; provided, that each such Representative shall first be bound by confidentiality arrangements substantially similar to those set forth in this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or any one or more of its Representatives. b. Notwithstanding the restrictions on use of Confidential Information or any other provision of this Agreement: (a) Edison Mission Energy agrees that nothing in this Agreement shall restrict what Vernon may do with its property or require Vernon to account to Edison Mission Energy for how it or another developer develops its property; and (b) Edison Mission Energy acknowledges its delivery to Vernon of any Confidential Information shall not give Edison Mission Energy any right (such as by claiming ownersbip of a design concept or a business'plan) to restrict Vernon or another developer from implementing any project (including pursuant to concepts that are the same or similar to those developed by Edison Mission Energy). If a Receiving Party is required by applicable law (e.g., SEC disclosure requirements, the California Public Records Act) or pursuant to the rules of, or a listing agreement with any national securities exchange, or is requested in any proceeding to disclose any of the Disclosing Party's Confidential Information or other information governed by Section 2 of this Agreement, the Receiving Party shall use commercially reasonable efforts to either avoid disclosure of such Confidential InforniLion. or information, as applicable, and to the. extent. permitted by law, give the, Disclosing Party prompt notice of such requirement or request so that the Disclosing Party may seek an appropriate protective order, including any appeals at the expense of the Disclosing Party. If, in the absence of a protective order, the Receiving Party reasonably determines that it is nonetheless required to disclose the Confidential Information or information, as applicable, then the Receiving Party may disclose such Confidential Information or information, as applicable, without liability hereunder, provided that the Receiving Party promptly (i) notifies, to the extent 2 permitted by law, the Disclosing Party of any such disclosure, (ii) uses reasonable efforts to ensure that all Confidential Information and other information, as applicable, that is so disclosed will be accorded confidential treatment, and (iii) ftimisbes only that portion of the Confidential Information or other information, as applicable, which it is advised by counsel is legally required. If either Party deten-nines that it does not wish to proceed with the Proposed Transaction, then such Party shall promptly advise the other Party of that decision. In such case, or if the Proposed Transaction is not consummated, upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party, or destroy all copies of the Disclosing Party's Confidential Information, whether in written or electronic form, which is in the possession or control of the Receiving Party or its Representatives and will not retain any copies, or other reproductions in whole or in part of such material, except to the extent required by law. All other documents, memoranda, notes, summaries, analyses, extracts, compilations, studies or other material whatsoever prepared by the Receiving Party or any of its Representatives based on the Disclosing Party's Confidential Information will also be destroyed. The Receiving Party shall be deemed to have destroyed any Confidential Information that is provided by the Disclosing Party or maintained by the Receiving Party in electronic form on computers if such information is deleted from local hard drives so long as no attempt is made to recover such information ftorn servers or back up sources, and so long as information is also deleted from other electronic or storage devices. Promptly following the return or destruction, as applicable, of the Disclosing Party's Confidential Information, the Receiving Party shall deliver to the Disclosing Party a certificate executed by an officer of the Receiving Party certifying that all such materials have been delivered to the Disclosing Party or destroyed in accordance With this Agreement. Notwithstanding the return or destruction or required retention of Confidential Information, the Receiving Party and its Representatives shall continue to be bound by their respective obligations of confidentiality and other obligations hereunder for a period of two (2) years from the Effective Date. 6. The Receiving Party acknowledges that the Disclosing Party's Confidential Information (including tangible copies and computerized or electronic versions thereof) is and at all, times remains the sole and exclusive property of the Disclosing Party and each Party has the.exclusive. right, title, and interest to its Confidential Information. No right or license, by implication or otherwise, is granted by either party as a result of disclosure of Confidential Information under this Agreement. The Receiving P arty acknowledges that neither the Disclosing Party nor any of its Representatives make any express or implied representation or warranty as to the accuracy or completeness of any Confidential information, and the Receiving Party agrees that none' of such persons shall have any. liability to the Receiving Party or any of its Representatives relating to or arising ftorn the use of any Confidential Information by the Receiving Party or its Representatives or for any errors therein or omissions therefrom. The Receiving Party also agrees that it is not entitled to rely on the accuracy or completeness of any'Confidential Inforination and that it shall be entitled to rely solely on such representations and warranties regarding Confidential Information as may be made to it in any final agreement relating to the Proposed Transaction, subject to theterms and conditions of such agreement. 3 7. This Agreement does not obligate either Party to enter into any further agreements and neither Party is obligated under this Agreement to provide Confidential Information to the other Party. This Agreement is not intended to create, and shall not be construed to create a partnership or other binding -legal ob.ligations between the Parties except with respect to the confidentiality of the Confidential Information as described herein. 8. The Parties hereto agree that money damages may not be a sufficient remedy for any, breach of this Agreement and that a Disclosing Party shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened broach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. In the event of litigation or, arbitration relating to this Agreement, if a court or arbitration panel of competent jurisdiction deten-nines that a Receiving Party has breached this Agreement, such Party shall be liable to the Disclosing Party for the amount of the reaso nable legal fees incurred in connection with such litigation, including any appeal therefrom. 6. This A eement contains the entire agreement of the Parties with respect to its sub ect gr i matter. Any amendment to this Agreement must -be in writing and approved by the Parties. If any provision of this Agreement is found.to be unenforceable, the remaining provisions shall remain in fall force and effect. Titles or captions of paragraphs or subparagraphs contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof. 7. Neither Party shall have the right to assign this Agreement without the prior written approval of the other Party. This Agreement shall be binding on and shall inure to the benefit of the respective all successors and permitted assigns of each Party. Nothing in this Agreement shall be deemed to create rights in or benefits for any third parties. 8. All notices with regard to this Agreement should be forwarded, if intended for Edison Mission Energy, to: Edison Mission Energy 18 101 Von Karman Avenue, 17'.h Floor Irvine, California 92612 Attn: General Counsel Fax: (949) 752-11420 If intended for the City, to: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Attorney Fax: (323) 826-1438 4 9. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate'as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Any waiver shall be only effective for the particular instance for which it is granted and shall not constitute a waiver of a subsequent occurrence of the waived event nor constitute a waiver of any other provision hereof, at the same time or subsequently. 10. This Agreement shall be governed by the laws of the State of California, without giving effect to the provisions thereof relating to conflict of laws. This Agreement may be signed in counterpart, each of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative as of the Effective Date. EDISON MISSION ENERGY By: Name: Ode " d R6ne Title: —V!�e' President, Development CITY OF VERNON Leonis C. Malburg, Mayor Attest: M'�y Giron, City Clerk Manuela Approved as to form: Jeff A. Harrison, City Attorney 5 ih !JA 0 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 April 8, 2009 I Edison Mission Energy Attn: J.T. Boone III, Director, Counsel 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612-1046 Re: Confidentiality Agreement Dear Mr. Boone: Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on March 23, 2009, through Resolution No. 9895. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan, at (323) 583-8811 ext. 834. Very truly yours, --f ellyy (G�ir nXt City Clerk NG:km C: Donal O'Callaghan Resolution No. 9895 Agreement File No. 09-044 E�Cchusivefy Industriaf CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement"), dated and effective as of March 13 ) 2009 (the "Effective Date"), is entered into by and between Edison Mission Energy ("Edison Mission Energy") and the City of Vernon, California (the "City"). Each of Edison Mission Energy and the City is sometimes referred to herein as a "P " and, Mly collectively, as the "Parties". WITNESSETH: WHEREAS, the Parties wish to enter into discussions concerning potential wind and solar power generation facilities to be located in Kem County and a potential gas - fired generation facility to be located in Los Angeles County, California (the "Potential Transaction"); and WHEREAS, in connection with the Potential Transaction, each Party will from time to time provide to the other Party certain information regarding the disclosing Party's or its affiliates' properties, employees, finances, businesses, operations, assets and financial affairs that is either non-public, confidential or proprietary in nature (each Party when disclosing such inforination being the "Disclosing PgAy" and when receiving such information being the "Receiving P and all such information furnished by the Disclosing Party or its Representatives (as defined below), whether furnished before or after the date hereof, whether oral, written or electronic, and regardless of the manner in which it is furnished constitutes the Disclosing Party's "Confidential Inforination"; and WHEREAS, the Receiving Party agrees to keep the Disclosing Party's Confidential Information confidential in accordance with this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the Parties agree as follows: The term Confidential Information includes, without limitation, all data, reports, interpretations, forecasts and records containing or otherwise reflecting information concerning the Disclosing Party and its affiliates, whether preparedl by such Party or others, and any summaries or other documents created by either Party or their Representatives which refer to, relate to, discuss, constitute, or embody all or any portion of the Disclosing Party's Confidential Information. Confidential Information shall not include information which (i) is or becomes publicly available through no act of the Receiving Party in violation of this Agreement, (ii) is approved for release by-- -written authorization of the Disclosing Party, (iii) is or becomes available to the Receiving Party on a nonconfidential basis prior to its disclosure by the Disclosing Party or its Repre- sentatives, or (iv) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. As used in this Agreement, the term "Representatives" of a Party means such Party's and its affiliates' directors, officers, managers, partners, employees, contractors and advisors (including, for example, attorneys, accountants, underwriters, lenders, and consultants) who need to know the Proprietary Information for purposes of evaluating or negotiating the Proposed Transaction. 2. Except as otherwise permitted by this Agreement, the Receiving Party shall not (i) distribute or disclose to any third party any of the Disclosing Party's Confidential Information, (ii) permit any third party to have access to such Confidential Information, or (iii) use such Confidential Information for any purpose other than for the purpose of evaluating the Potential Transaction. In addition, except as otherwise provided in this Agreement, neither Party shall disclose the terms and conditions and the existence of this Agreement, any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto, the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. 3. Notwithstanding anything to the contrary in this Agreement: a. Receiving Party may disclose Confidential Information to its Representatives; provided, that each such Representative shall first be bound by confidentiality arrangements substantially similar to those set forth in this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or any one or more of its Representatives. b. Notwithstanding the restrictions on use of Confidential Information or any other provision of this Agreement: (a) Edison Mission Energy agrees that nothing in this Agreement shall restrict what Vernon may do with its property or require Vernon to account to Edison Mission Energy for how it or another developer develops its property; and (b) Edison Mission Energy acknowledges its delivery to Vernon of any Confidential Information shall not give Edison Mission Energy any right (such as by claiming ownership of a design concept or a business plan) to restrict Vernon or another developer from implementing any project (including pursuant to concepts that are the same or similar to those developed by Edison Mission Energy). 4. If a Receiving Party is required by applicable law (e.g., SEC disclosure requirements, the California Public Records Act) or pursuant to the rules of, or a listing agreement with, any national securities exchange, or is requested in any proceeding to disclose any of the Disclosing Party's Confidential Information or other information governed by Section 2 of this Agreement, the Receiving Party shall use commercially reasonable efforts to either avoid disclosure of such Confidenti�l Information or information, as applicable, and to the extent permitted by law, give the Disclosing Party prompt notice of such requirement or request so that the Disclosing Party may seek an appropriate protective order, including any appeals at the expense of the Disclosing Party. If, in the absence of a protective order, the Receiving Party reasonably determines that it is nonetheless required to disclose the Confidential Information or information, as applicable, then the Receiving Party may disclose such Confidential Information or information, as applicable, without liability hereunder, provided that the Receiving Party promptly (i) notifies, to the extent 2 permitted by law, the Disclosing Party of any such disclosure, (ii) uses reasonable efforts to ensure that all Confidential Information and other information, as applicable, that is so disclosed will be accorded confidential treatment, and (iii) furnishes only that portion of the Confidential Information or other information, as applicable, which it is advised by counsel is legally required. 5. If either Party determines that it does not wish to proceed with the Proposed Transaction, then such Party shall promptly advise the other Party of that decision. In such case, or if the Proposed Transaction is not consummated, upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all copies of the Disclosing Party's Confidential Information, whether in written or electronic form, which is in the possession or control of the Receiving Party or its Representatives and will not retain any copies or other reproductions in whole or in part of such material, except to the extent required by law. All other documents, memoranda, notes, summaries, analyses, extracts, compilations, studies or other material whatsoever prepared by the Receiving Party or any of its Representatives based on the Disclosing Party's Confidential Information will also be destroyed. The Receiving Party shall be deemed to have destroyed any Confidential Information that is provided by the Disclosing Party or maintained by the Receiving Party in electronic form on computers if such information is deleted from local hard drives so long as no attempt is made to recover such information from servers or back up sources, and so long as information is also deleted from other electronic or storage devices. Promptly following the return or destruction, as applicable, of the Disclosing Party's Confidential Information, the, Receiving Party shall deliver to the Disclosing Party a certificate executed by an officer of the Receiving Party certifying that all such materials have been delivered to the Disclosing Party or destroyed in accordance with this Agreement. Notwithstanding the return or destruction or required retention of Confidential Information, the Receiving Party and its Representatives shall continue to be bound by their respective obligations of confidentiality and other obligations hereunder for a period of two (2) years from the Effective Date. 6. The Receiving Party acknowledges that the Disclosing Party's Confidential Information (including tangible copies and computerized or electronic versions thereof) is and at all times remains the sole and exclusive property of the Disclosing Party and each Party has the exclusive right, title, and interest to its Confidential Information. No right or license, by implication or otherwise, is granted by either party as a result of disclosure of Confidential Information under this Agreement. The Receiving Party acknowledges that neither the Disclosing Party nor any of its Representatives make any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information, and the Receiving Party agrees that none of such persons shall have any liability to the Receiving, Party or any of its Representatives relating to or arising from the use of any Confidential Information by the Receiving Party or its Representatives or for any errors therein or omissions therefrom. The Receiving Party also agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information and that it shall be entitled to rely solely on such representations and warranties regarding Confidential Information as may be made to it in any final agreement relating to the Proposed Transaction, subject to the terms and conditions of such agreement. 3 7. This Agreement does not obligate either Party to enter into any further agreements and neither Party is obligated under this Agreement to provide Confidential Information to the other Party. This Agreement is not intended to create, and shall not be construed to create a partnership or other binding legal obligations between the Parties except with respect to the confidentiality of the Confidential Information as described herein. 8. The Parties hereto agree that money damages may not be a sufficient remedy for any breach of this Agreement and that a Disclosing Party shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. In the event of litigation or arbitration relating to this Agreement, if a court or arbitration panel of competent jurisdiction determines that a Receiving Party has breached this Agreement, such Party shall be liable to the Disclosing Party for the amount of the reasonable legal fees incurred in connection with such litigation, including any appeal therefrom. 6. This Agreement contains the entire agreement of the Parties with respect to its subject matter. Any amendment to this Agreement must be in writing and approved by the Parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Titles or captions of paragraphs or subparagraphs contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof. 7. Neither Party shall have the right to assign this Agreement without the prior written approval of the other Party. This Agreement shall be binding on and shall inure to the benefit of the respective all successors and permitted assigns of each Party. Nothing in this Agreement shall be deemed to create rights in or benefits for any third parties. 8. All notices with regard to this Agreement should be forwarded, if intended for Edison Mission Energy, to: Edison Mission Energy 18 101 Von Karman Avenue, 17 1h Floor Irvine, California 92612 Attn: General Counsel Fax: (949) 752-1420 If intended for the City, to: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Attorney Fax: (323) 826-1438 El 9. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Any waiver shall be only effective for the particular instance for which it is granted and shall not constitute a waiver of a subsequent occurrence of the waived event nor constitute a waiver of any other provision hereof, at the same time or subsequently. 10. This Agreement shall be governed by the laws of the State of California, without giving effect to the provisions thereof relating to conflict of laws. This Agreement may be signed in counterpart, each'of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative as of the Effective Date. EDISON MISSION ENERGY By: _0 - '� � Name: Oded Rhone Title: Vice President, Development CITY OF VERNON eonis C. Malburg�Mayor Attest: tiadiy Giron, City CYerk Manuela Approved as to m: Jeff Harris V, City Attorney