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Ordinance No. 1253ORDINANCE NO. 1253 AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SALES TAX SHARING AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY WHEREAS, in August 2016, City staff responded to a Request for Proposal for Business Incentives - Proposed National Cement Manufacturing Project for 2626 East 26th Street in the City of Vernon; and WHEREAS, the City and the National Ready Mixed Concrete Company ("NRMCC") have negotiated and prepared the form of the attached Sales Tax Sharing Agreement (the "Agreement"), for the proposed expansion of NRMCC's operations in the City; and WHEREAS, the planned development project will benefit the local economy through the creation of new employment opportunities and the generation of additional sales tax revenues; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 1: Recitals. The City Council hereby finds and determines that all of the foregoing recitals are true and correct. SECTION 2: Purpose and Authority. The purpose of this Ordinance is to approve a Sales Tax Sharing Agreement with National Ready Mixed Concrete Company. This ordinance is authorized pursuant to Government Code Section 65864 through 65860.5. SECTION 3: Findings. In adopting this ordinance, the City Council makes the following findings: a) Approval of the Sales Tax Sharing Agreement is categorically exempt from review under the California Environmental Quality Act ("CEQA") because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent NRMCC seeks to engage in actual physical construction or development, such would be subject to separate and independent CEQA review and analysis; and b) The proposed Agreement is consistent with the objectives, policies, and general land uses and programs of the City of Vernon General Plan; and c) The proposed Agreement will not be detrimental to the health, safety and general welfare of persons residing in the immediate area, or detrimental to the general welfare of residents of the City as a whole; and d) The proposed Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5; and e) The City Council has held a duly noticed public hearing on the proposed Agreement, and has considered the testimony presented at such public hearing. SECTION 4: Action. The City Council hereby approves the Agreement, in substantially the form presented to the City Council, and attached hereto as Exhibit A. The Mayor or Mayor Pro-Tem is hereby authorized and directed to execute the Agreement for and on behalf of, the City of Vernon, and the City Clerk shall attest thereto. SECTION 5: Severability. If any chapter, article, section, subsection, subdivision, paragraph, sentence, clause, phrase, or word in this Ordinance or any part thereof is for any reason held to be - 2 - unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted this Ordinance and each chapter, article, section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more chapters, articles, sections, subsections, subdivisions, paragraphs, sentences, clauses, phrases or words be declared unconstitutional, or invalid, or ineffective. SECTION 6: Book of Ordinances. The City Clerk shall attest and certify to the adoption of this Ordinance and shall cause this Ordinance and the City Clerk's certification to be entered in the Book of Ordinances of the Council of this City. The City Clerk shall cause this ordinance to be published or posted as required by law. - 3 - SECTION 7: This Ordinance shall go into effect and be in full force and effect at 12:01 a.m. on the thirty-first (31st) day after its passage. APPROVED AND ADOPTED this 5th day of June, 2018. ATTEST: �� _71 Mari E. Ayala City Clerk APPROVED AS TO FORM: Brian Byun, Senior Deputy ity Attorney - 4 - _Lkft0+' Name: Yvette Woodruff -Perez Title: Mayor / May�� Pry Tom. STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala , City Clerk of the City of Vernon, do hereby certify that the foregoing Ordinance, being Ordinance No. 1253 was duly and regularly introduced at a regular meeting of the City Council of the City of Vernon, held in the City of Vernon on Tuesday, May 15, 2018, and thereafter adopted at a meeting of said City Council held on Tuesday, June 5, 2018, by the following vote: AYES: Councilmembers: Mayor Ybarra, Mayor Pro-Tem Woodruff -Perez, Davis, Lopez, Martinez NOES: Councilmembers: None ABSENT: Councilmembers: None And thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 12:1**- day of June, 2018, at Vernon, California. (SEAL) - 5 - Maria E. Ayal , City Clerk EXHIBIT A SALES TAX SHARING AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY This Sales Tax Sharing Agreement ("Agreement") is dated as of , 2018 (the "Effective Date") and is made by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and National Ready Mixed Concrete Company, a California corporation ("Company"). The City and Company are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS A. The Company has identified a site at 2626 East 26th Street in the City of Vernon (the "Property") where the Company will hold a ground lease on the site for up to 35 years. The Company plans to construct one or more buildings for a total of 35,720 square feet of space. The Company plans to spend approximately $26 million on development of the Property and create approximately thirty-five (35) new full-time jobs once the Property has been developed (together, the "Project"). B. The Project will be a point of sale to customers who transact business with the Company where such purchases or products are intended for delivery within the State of California ("Point of Sale"). The Company estimates that the City could receive on average $230,000 per year over a thirty-five (35) year period in sales tax that it would otherwise not receive based on the Company's annual projected taxable material sales. C. The City's share of sales tax is currently 1 % of the taxable sales occurring in the City ("Sales Tax Revenue"). D. After public notice and hearing, the Vernon City Council, by ordinance passed on (Ordinance No. ), has found that this Agreement (i) is consistent with the General Plan objectives, policies, land uses, and implementation programs and all other adopted plans or policies applicable to the Agreement; (ii) is compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property is located; (iii) will promote the public convenience, health, interest, safety, and general welfare of the City and will not be detrimental to or cause adverse effects to adjacent property owners, residents, or the general public; (iv) will further important citywide goals and policies that have been officially recognized by the Council; and (v) is consistent with the provisions of California Government Code Section 65864 et seq. Moreover, the Agreement is of substantial benefit to the City and its residents for (a) the Company to locate the Project in the City, because it would, among other things, provide new employment opportunities in the local economy, and (b) the Company to designate the Project as a Point of Sale for the Company which will generate significant additional Sales Tax Revenue for the City. The receipt of additional Sales Tax Revenue not otherwise collectible by the City and -7- creation of jobs constitute valid public purposes for the City's entry into and execution of this Agreement. E. This agreement is exempt from California Environmental Quality Act (" CEQX) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378. To the extent the Company seeks to engage in actual physical construction or development of the Project, such would be subject to and conditioned upon both discretionary permitting and separate and independent CEQA review and analysis. NOW, THEREFORE, the Parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Section 2. Term and Renewal. (a) Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect from the Effective Date until 1, 2053 — i.e., 35 years from the Effective Date (the "Term"). (b) At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If the former, the Parties shall execute a written amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date of the Amendment. (c) If this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 7 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Company and the City shall execute a written cancellation of this Agreement which may be recorded with the County Recorder. Section 3. Company Covenants and Representations. (a) The Company represents to the City that it is authorized to conduct business in California; has the authority to enter into the Agreement and perform the requirements of this Agreement; and, to the Company's best knowledge, its performance under this Agreement shall not violate any applicable judgment, order, law or regulation. (b) The Company represents that its total batch plant production rate per hour is estimated to be 440 cubic yards of concrete per hour, and the aggregate storage for the site will be approximately 6,000 tons. (c) The Company shall use its good faith and commercially reasonable efforts to designate the Project as a Point of Sale in accordance with the Bradley Burns Uniform Local Sales and Use Tax, California Revenue & Taxation Code section 7200 et seq. (the "Sales Tax Law"). The Company shall be solely responsible for ensuring that all taxable sales transactions for business activities related to the Project are consummated at the Property or in any event within the City's boundaries, consistent with all applicable statutory and California State Board of Equalization regulatory requirements. (d) The Company shall within fifteen (15) days after designation of Point of Sale status provide written notice of such to the City. (e) The Company shall provide the City access to California state sales and use tax returns (but solely for the limited purpose of determining compliance with the terms of this Agreement). Upon written request of the City, Company shall within thirty (30) days also provide to the City copies of the Company's and its affiliates' California state sales and use tax returns evidencing sales and the payments of sales and use taxes that are the subject of this Agreement. (f) The Company shall promptly notify the City of any developments that materially and adversely impact this Agreement and the Company's obligations stated herein including, but not limited to, compliance with all applicable laws, rules, and regulations pertaining to government permits related to, for example, emissions, air quality, odors, etc., initiation of any lawsuits or bankruptcy proceedings, sale or conveyance of real property, labor disputes, and changes in business. Section 4. City Incentives. As a direct inducement to attract and retain the corporate presence of the Company and the Project in the City and to encourage the growth of the Company's presence in the City, the City will provide the following incentives (together, the "Incentives"): (a) The City shall make payments to Company of an incentive measured by the amount of Sales Tax Revenues received by the City as a direct result of the Company's Point of Sale for the period when this Agreement is in effect (each, an "Incentive Payment" and together, the "Incentive Payments"). The amounts of each Incentive Payment shall be payable as outlined in Exhibit A. (b) The City has determined that the Company has met the qualification criteria set forth in its Economic Development Rate Schedule (the "ED Rate Schedule") and, subject to compliance with the terms and conditions of the Agreement For Economic Development Incentive On Electric Service (the "ED Rate Agreement"), which shall be separately executed by the Parties, is eligible for a reduced electric utility rate from the City of Vernon's Gas & Electric Department equal to a five-year reduction of up to twenty percent (20%) of the Company's otherwise applicable tariff (OAT), excluding I taxes, beginning on the Commencement of Operations. Copies of the ED Rate Schedule and form ED Rate Agreement are collectively attached hereto as Exhibit B and incorporated herein by reference. The Company will also be eligible for a five-year extension of the program pursuant to the terms and conditions set forth herein to the ED Rate Schedule, subject to the Vernon City Council's approval for an additional 5-year extension to the ED Rate Schedule. (c) The City agrees to provide expedited building permit and plan check review for the Project at no additional charge. (d) No later than 10 days after the City executes the Agreement, the City Clerk shall record with the County Recorder a copy of the Agreement. Section 5. Audit and Inspection Rights. (a) The City shall review this Agreement and the Project to ensure compliance at least once every twelve (12) months, at which time the Company, or successor in interest thereto, shall be required to demonstrate good faith compliance with the terms of this Agreement. If, as a result of such periodic review, the City finds and determines, on the basis of substantial evidence, that the Company has not complied in good faith with the terms and conditions of the Agreement, the City may terminate or modify the Agreement. (b) The Company shall provide the City access to the Property as the City deems reasonably necessary to determine whether the Project conforms to the requirements of this Agreement. The Company shall make available to the City all reasonable facilities and assistance to facilitate the performance of inspections by the City's representatives. All records relevant to the Company's obligations under this Agreement shall be and remain available at the Company's place of business at all reasonable times during the Term of this Agreement and for two (2) years after the termination of this Agreement. The City shall be allowed to audit, examine, and make copies, excerpts or transcripts of all data relevant to confirm the Company's compliance with this Agreement. (c) The City shall be allowed to conduct a written compliance check on the number of employees employed by the Company, at its sole discretion. The Company shall fully cooperate with the City by providing access to appropriate payroll documentation to verify the total number of employees and whether such employees are part-time or full-time. Section 6. Indemnification and Hold Harmless. (a) The Company assumes any and all risk of personal injury and property damage to the extent attributable to the intentional and negligent acts or omissions of the Company and its officers, employees, representatives and agents thereof while acting within the scope of their employment with the Company and performing the Company's requirements and obligations under the terms and conditions set forth in this Agreement. (b) The Company shall indemnify, defend and hold the City, its officers, employees, representatives (whether elected or appointed) and agents harmless from and against any and all third party claims or causes of action and liabilities, expenses, losses, costs of personal injury (including death), damages, fines, and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising out of or resulting from the Company's performance of the requirements and obligations under the terms and conditions of this Agreement. (c) The obligations arising under this paragraph shall survive the expiration or termination of this Agreement, as to claims or causes of action, liabilities, expenses, losses, costs, reasonable attorneys' fees, damages, fines and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising prior to the date of termination of this Agreement. Section 7. Default and Termination. (a) Event of Default. For purposes of this Agreement, "Event of Default" shall mean any of the following: (i) Any representation made by the Company herein or in any statement, application or certificate furnished to the City in connection with the performance of this Agreement proves to be untrue in a material respect as of the date of issuance of making thereof and is not corrected or brought into compliance within thirty (30) days after written notice thereof to the Company by the City. (ii) The Company materially breaches any covenant contained in this Agreement and such breach is not corrected or cured within thirty (30) days after written notice thereof to the Company by the City; provided, however, that the City may declare a lesser cure period in the event that it finds, in its sole and absolute discretion, that such lesser period is necessary to protect the public health, safety, or welfare. (iii) The Company ceases business operations at the Property, does not operate the business according to the Permitted Use (unless otherwise agreed to in writing by the City), or moves out of the City at any time during the Term of this Agreement. For the avoidance of doubt, a "move -out" of the City by the Company shall not include the routine movement of personnel between and among its various plants or the servicing of a particular project by multiple plants; provided, however, that (a) the number of full-time personnel at the Project does not fall below thirty (30); and (b) the annual Sales Tax Revenue that accrues to the benefit of the City does not fall below $50,000 in any given year. The Company shall provide thirty (30) days written notice to the City of any such cessation or - 11 - move -out, and the effective termination date of this Agreement will be the date of cessation or move -out, unless agreed to otherwise in writing by the Parties. If the Company fails to provide notice, the effective termination date of the Agreement will be retroactive to the date of actual cessation or move -out. (iv) The Company assigns or attempts to assign this Agreement in violation of Section 9 of this Agreement. (b) Remedies. Upon the occurrence of an Event of Default, The City shall provide written notice to the Company. The Company shall immediately proceed to cure or remedy such default, and in any event such default shall be cured within thirty (30) days after receipt of the notice, or such longer time as the City and the Company may agree to in writing. Upon the failure of the Company to so cure any such default, the City shall have all remedies available to it, in law or in equity including, but not limited to, the right to: termination of this Agreement, effective and retroactive to the date of Event of Default; termination of pending economic incentives; withholding of future economic incentives; or termination of any other obligation required hereunder. Section 8. General Provisions. (a) Complete Agreement. This Agreement constitutes the complete agreement of the Parties regarding the Incentives and shall supersede and nullify all prior drafts and agreements, oral or written, concerning the same. (b) Compliance with Bradley -Burns Uniform Local Sales and Use Tax Law. The Company shall carry out the operation of its Point of Sale transactions through the Project in conformity with the Sales Tax Law. (c) Relationship. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the City and the Company. No Party can create any obligation or responsibility on behalf of the other or bind the other in any manner. Each Party is acting for its own account, and it has made its own independent decision to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each Party acknowledges that neither of the Parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Company further represents and acknowledges that it has paid no one a fee, commission, gift or other consideration as an inducement to enter into this Agreement. (d) Personal Liability. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), employee, representative or agent of the City in an individual capacity and neither shall any such individuals be subject to personal liability by reason of any covenant or obligation of the City hereunder. -12- (e) Amendments. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and is approved by both the authorized representatives of the Company and the City. (f) Notices, Any notices or other communications required or permitted to be given under this Agreement shall be in writing, and shall be deemed delivered to and received by the addressee thereof when delivered in person at the address set forth below, when delivered by reputable overnight courier at the address set forth below, or three (3) business days after deposit thereof in any main or branch United States Post Office, certified or registered mail, return receipt requested, postage prepaid, properly addressed to the Parties, respectively, as follows: For notices and communications to the City: City of Vernon Attention: City Administrator 4305 Santa Fe Avenue Vernon, California 90058 With copies to City of Vernon Attention: City Attorney 4305 Santa Fe Avenue Vernon, California 90058 For notices and communications to the Company: National Ready Mixed Concrete Co., Inc. Attention: Pragati Kapoor 15821 Ventura Blvd., Suite 475 Encino, California 91436 (g) Governing Law, Choice of Venue and Attorneys' Fees. This Agreement and the rights of the Parties hereunder shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of California, regardless of any conflict of law principles. Should either Party initiate litigation against the other Party, both Parties agree that such litigation may only be commenced in a state or federal court of competent jurisdiction in the County of Los Angeles, State of California. In the event of any action between the City and the Company seeking enforcement of any of the terms and conditions to this Agreement, the prevailing Party in such action shall be awarded, in addition to such relief to which such Party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees, -13- (h) Interpretation. This Agreement has been negotiated by both Parties and shall not be interpreted or construed against the Party drafting the Agreement. (i) Change in Laws. Unless otherwise explicitly provided in this Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include such laws, ordinances, rules, or regulations of any kind as they may be amended or modified from time to time hereafter. (j) Headings. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. (k) Time of Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. (1) Severability. It is the express intent of the Parties hereto that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held void, invalid, or unenforceable by a court of competent jurisdiction, such action shall not affect the remainder of this Agreement, which shall continue in full force and effect. (m) No Third Party Beneficiaries. Nothing in this Agreement shall create, or be construed to create any third party beneficiary rights in any person or entity not a signatory to this Agreement. (n) Counterparts and Originals. This Agreement may be executed in any number of multiple identical counterparts and all of said counterparts shall, individually and taken together, constitute the Agreement. There shall be two (2) original Agreements — one held by each Party. (o) Assignment. The Company may not assign this Agreement, in whole or in part, without the City's prior written consent, which consent may be withheld in the City's sole discretion. The Parties acknowledge that this Agreement is an obligation which runs to the Company and is not a covenant running with the land. Notwithstanding the foregoing, in the event that the Company sells all of its assets, or the principals of the Company sell all or substantially all of their stock and, following the sale, the operations of the Business remain substantially the same (according to the Permitted Use) and in conformance with all obligations of this Agreement, this Agreement will remain in full force and effect and the City will grant its approval of the assignment of the Agreement. The assignee shall be bound by all of the terms and conditions of the Agreement. In the event of the foregoing, the Company shall provide notice of such assignment to the City within three (3) days of the closing of any such sale. (p) Loss of Authority. In the event that the City's authority to enter into this Agreement or to grant the Incentives pursuant to this Agreement are repealed, become unexercisable, null and void or otherwise become invalid, then the Agreement shall be - 14- terminated, City's obligations hereunder shall cease and no further obligations shall be required of the City. (q) Living Wage. The Company, and any contractor or subcontractor(s) hired and used by the Company, shall comply with the City's Living Wage Ordinance at Vernon Municipal Code Article XVIII. The current Living Wage Standards are set forth in Exhibit C attached hereto and incorporated by reference. Upon the City's reasonable request, certified payroll records shall be promptly provided to the City. (r) The Company hereby certifies and represents that, during the Term of this Agreement, it and any other parties with whom it may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. The Company further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit D attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. [Signatures Begin on Next Page]. _15_ CITY OF VERNON, a California charter City and California municipal corporation In Carlos R. Fandino, Jr., City Administrator ATTEST: Maria E. Ayala, City Clerk FEW --9 r a a - Brian Byun, Senior Deputy City Attorney NATIONAL READY MIXED CONCRETE COMPANY, a California corporation By: _ Name: Title: By: Name: Title: -16- EXHIBIT "A" SALES AND USE TAX REVENUE INCENTIVE The City agrees to pay an incentive described as follows: (a) The City will provide an incentive payment to the Company equal to eighty (80%) percent of the City's portion of Sales Tax Revenue for years one through five (years 1-5). (b) The City will provide an incentive payment to the Company equal to fifty (50%) percent of the City's portion of Sales Tax Revenue for years six through twelve (years 6-12). (c) The City will provide an incentive payment to the Company equal to forty-five (45%) percent of the City's portion of Sales Tax Revenue in year thirteen (Year 13). (d) The City will provide an incentive payment to the Company equal to forty (40%) percent of the City's portion of Sales Tax Revenue in year fourteen through thirty five (years 14-35). (e) The incentive payments should be paid quarterly. The incentive payments shall be due thirty (30) days after the quarterly "true up" payment by the State for the preceding quarter (f) The incentive payments shall be payable from any source of funds legally available to the City. The determination of the source of funds for the City's payments shall be in the sole and absolute discretion of the City. The Company acknowledges that the City is not making a pledge of Sales Tax Revenues, or any other particular source of funds. Sales Tax Revenues are used merely as a measure of the amount of incentive payment due hereunder and as means of computing the City's payment obligation. (g) The City shall not be obligated to make any incentive payments if Sales Tax Revenues are not actually received by the City from the State of California. -17- EXHIBIT "B" ED Rate Schedule and form ED Rate Agreement CITY OF VERNON LIGHT AND POWER DEPARTMENT SCHEDULE ED ECONOMIC DEVELOPMENT RATE APPLICABILITY Applicable to qualified customers locating or expanding load on the City of Vernon's transmission and/or distribution system. Customers taking service on Schedule ED must sign an Agreement for Economic Development Incentive on Electric Service (Form No. ED). TERRITORY Within the city limits of the City of Vernon. RATES The ED rate provides an incentive of up to a twenty (20) percent reduction off the customers; otherwise applicable tariff (OAT) for five years, excluding taxes. This reduction shall be calculated on the rate components of the customer's bill that correlate to services the City of Vernon provides the customer. Incentive Limiter: The average rate after application of the incentive under this schedule cannot be less than the Floor Price described below. FLOOR PRICE: The sum of revenues collected by the City of Vernon from the customer, exclusive of any additional applicable taxes, shall not fall below a Floor Price equal to marginal generation charges, embedded distribution charges, CAISO (California Independent System Operator) and other transmission charges, public benefits charges (PBC), and the green -energy surcharges that are allocated to the customer. The revenues will be reviewed annually to ensure that they equal or exceed the Floor Price, up to the OAT revenues the customer would have paid if it had not received the incentive. Additional lump -sum charges may be due to the City of Vernon or credits due to the customer after each annual review. The charges will be designed to ensure that revenues do not fall below the annual Floor Price. Credits, if available after the annual review, will be provided if the customer's incentive rate had been previously reduced from the maximum incentive level, due to the Floor Price. PROGRAM EXPIRATION: This schedule will remain open to new participants until December 31, 2018. This schedule will also remain in effect until such time the last agreement expires or terminates. SPECIAL CONDITIONS: 1. Eligible Customers: Eligible customers are those on or electing existing schedule: TOU-G, or TOU-V, or their successor rate schedule. New customers with maximum billing demands greater than 100 kW, or existing customers who add at least 100 kW of demand may qualify. IRM New or additional billing demand does not include billing demand that exists within the City of Vernon at the time eligibility is determined. 2. Contract: Service under this schedule is provided under a five-year agreement. 3. Start Date: The start date of the incentive rate period shall commence within 24 months from the date of execution for service and shall be designated by the customer within the agreement. 4. Metering: Separate electric metering for new or additional load may be required if, in the City of Vernon's sole opinion, it is necessary to provide service under this schedule. The customer will be responsible for any costs associated with providing separate electric metering. 5. "But For" Test In order to be eligible for this schedule, the customer must sign an affidavit, attesting to the fact that "but for " this incentive rate, either on its own or in combination with a package of incentives made available to the customer from other sources, the customer would not have located operations or added load within the City of Vernon. -19- AGREEMENT FOR ECONOMIC DEVELOPMENT INCENTIVE ON ELECTRIC SERVICE This agreement is made between NATIONAL READY MIXED CONCRETE COMPANY a(n) California corporation ("Applicant"), and the City of Vernon. RECITALS: The Economic Development rate was established and is made available at the City of Vernon's sole discretion. The Economic Development Rate is a five-year incentive rate, as set forth in Schedule ED. AGREEMENT: Applicant and the City of Vernon agree to the following terms and conditions: 1. QUALIFICATION CRITERIA. Applicant is or will be a customer, eligible for receiving service under Schedule TOU-G, TOU-V or its successor rate schedule. The electric load subject to his agreement is a maximum billing demand of at least 100 kW of net new load to the City of Vernon. The minimum 100 kW of net new load must be maintained for at least three consecutive months during the initial 12 months of this agreement. Only new load that will be regularly served by the City of Vernon will be eligible for this incentive. 2. BILL INCENTIVE. Electric service to Applicant's premises shall be delivered under Applicant's otherwise applicable tariff (OAT), which is . A five-year rate incentive up to an twenty (20) percent reduction will be applied to the customer's OAT (excluding taxes). This reduction shall be calculated on the rate components of the customer's bill that correlate to service that the City of Vernon provides the customer. If needed the City of Vernon may reduce the incentive percentage to ensure that revenues exceed the Floor Price. This incentive under this schedule will be limited by the Floor Price, as defined in Schedule ED. In calculating the Floor Price, the City of Vernon will make use of its best estimate of the marginal cost to serve the customer. The revenues from each participant will be reviewed annually and/or at the end of the agreement to ensure that they equal or exceed the Floor price for each year of the agreement, up to the OAT revenue that the customer would have paid if it had not received the incentive. Applicant's rate under this schedule will be subject to an annual review, with potential additional lump -sum charges due to the City of Vernon or credits due to Applicant. The charges shall ensure that the rate does not fall below the Floor Price each year. Credits, if available after the annual review, will be provided if the customer's incentive rate had been previously reduced from the maximum incentive above. 3. INCENTIVE CALCULATION. Terms and conditions necessary for the incentive calculation are defined and agreed to as follows: Billing determinants used for calculating the first year incentives will be the City of Vernon's best estimate of expected usages and demand for customer expansion and attraction cases. For expansion cases, the previous 12- months of historical metered data, if available, will be used to determine current usage levels, and the incentive will be calculated only on that portion of demand and usage that is added. During the annual and contract term review, the City of Vernon -20- will compare the revenues received to the Floor Price to ensure that the revenues received remain at least equal to the Floor Price throughout the duration of the contract. The City of Vernon reserves the right to reduce the contracted demands stated by the Applicant below if it is determined that the Applicant's actual load at full operation of the facility after the Commencement Date of this Agreement is more than 25% less than the contracted maximum demands stated below. [Please mark the appropriate space below, indicating whether this is an agreement for the Applicant's entire load or only a portion of the Applicant's load.] a. _X_New customer locating in the City of Vernon. b. Expansion of the existing customer's load. C. The contracted demand of the new or expanded load is estimated to be kW. The excluded Demands, if applicable, are determined by averaging the Applicants four highest measured demands during each seasonal period during the 12-month period preceding the execution date of this agreement, if available. If Applicant separately meters the Reserved Demand, Applicants Excluded Demand will be zero (0) kW for each season. The City of Vernon and the Applicant agree that the excluded demand is: July to September: 0 kW May, June, October: 0 kW November to April: 0 kW The Incentive Ratio for each month is defined as the difference between the Applicant's maximum demand for that month and the excluded Demand divided by that same month's maximum demand. The Incentive Ratio will be a fraction from zero (0) to one (1). 4. COMMENCEMENT DATE. The incentive shall commence on the Applicants regularly scheduled meter read day in the month of , 20 , which is within a 24-month period of the date of execution of this agreement, as required by rate Schedule ED. 5. METERING. Applicant agrees to be responsible for all costs associated with providing separate electric metering if the City of Vernon, at its sole discretion, deems such metering a necessary condition to implement this rate. If Applicant is deemed to require separately metered reserved demand, Applicant must have metering in place before the incentive rate will apply. Applicant's ability to have required metering in place shall not delay the commencement date provided in Section 4 by which the Applicant would have otherwise received the incentive. 6. TERM OF AGREEMENT. This agreement shall take effect immediately and remain in effect for a term of five years following the commencement date of the rate incentive. 7. TERMINATION AGREEMENT Applicant may terminate this agreement upon 30 days written notice. The City of Vernon may also terminate this agreement upon 30 days written notice in the event Applicant no longer meets the qualifications described elsewhere in the Agreement and in Rate Schedule ED. 8. "BUT FOR" TEST Applicant attests that "but for" the terms of this agreement, either on its own or in combination with a package of incentives made available to the Applicant from other sources, the Applicant -21- would not have located, or increased its operations within the City of Vernon. Applicant shall sign the attached affidavit to that effect. 9. ASSIGNMENT. Applicant may assign this agreement only if the City of Vernon consents in writing and the party to whom the agreement is assigned agrees in writing to be bound by this agreement in all respects. -22- IN WITNESS THEREOF, the Parties have executed this Agreement in multiple originals of equal dignity by their respective duly authorized representatives. Executed this day of , 20 The Ci of Vernon (customer) (signature) (signature) (Print Name) (Print Name) (Title) (Title) -23- LIVING WAGE PROVISIONS — VMC § 2.131 et seq. Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employer to provide qualifying non -union employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. Union employees will be covered by their collective -bargaining agreement. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the Living Wage Ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. -24- EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. The Company certifies and represents that, during the performance of this Agreement. The Company, its affiliates, and each contractor or subcontractor hired thereby and serving as an agent of the Company or any of its affiliates shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. The Company further certifies that they will not maintain any segregated facilities. B. The Company agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of the Company, state that they are "Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. The Company agrees that it shall, if requested to do so by the City, certify that it does not have, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. The Company agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. -25- FULLY EXECUTED AGREEMENT SIGNATURE ROUTING FORM CONTRACTOR: National Ready Mixed Concrete Company CONTRACT PURPOSE: Approving and Authorizing the Execution of a Sales Tax Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES ❑ MATERIALS ❑ BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $ Charge Acct. No(s) Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Anthony Zarate PHONE: ext. 221 AUTHORIZATION: IA/Approved by Council on 6-5-2018 (Check one and attach Resolution No. (if applicable) supporting documentation) ❑ Approved by City Administrator on ❑ Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) (1) Responsible Department Person Certifies compliance with Competitive Bidding and Purchasing Ordinance, obtains approval from City Council/City Administrator/Finance Director, and obtains approval as to form from the City Attorney's Office, assembles two (2) originals of contract, obtains proper signatures from contractor/consultant pursuant to the signature requirements, obtains insurance & bond documents, notifies IT to remove related RFP/bid notice from the City's website (if applicable), enters contract into Eden once routing process is complete. (2) Liability and Claims Approves insurance and sureties, if bonds required. j�� \ ' (3) Finance (Purchasing) Checks compliance with Competitive Ndding & Living Wage dina ce and reflected in current budget. - �� (4) City Attorney Approves contract as to form. (5) City Signatory Signs document on behalf of City. (6) City Clerk Attests signatures, numbers and files contract, enters contract documents (executed contract, supporting documentation, insurance and bonds, etc.) into Laserfiche, transmits duplicate original to contractor/consultant, notifies Responsible Department Person, and notifies any "consultant" of duties to file Form 700, if applicable. Initials Date 1 I —a— 1 b ylu/1Y Rev. 6/2017 TRANSMITTAL COMMUNICATION a,. 11 -Of" 1)) tr t OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 July 23, 2018 Pragati Kapoor, CFO National Ready Mixed Concrete Co., Inc. 15821 Ventura Blvd., Suite 475 Encino, CA 91436 Re: Sales Tax Sharing Agreement Dear Mr. Kapoor: Transmitted herewith is one fully executed original of the above -referenced agreement, approved by City Council through Ordinance No. 1253. If you have any questions regarding this matter, please contact Daniel Wall at (323) 583-8811 ext. 305. Very truly yours, eborah R. Juarez Records Management Assistant Enclosures c: Daniel Wall Ordinance No. 1253 Agreement No. 18-058 EXcfusivefy In6striaf SALES TAX SHARING AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY This Sales Tax Sharing Agreement ("Agreement") is dated as of July 6 , 2018 (the "Effective Date") and is made by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and National Ready Mixed Concrete Company, a California corporation ("Company"). The City and Company are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS A. The Company has identified a site at 2626 East 26th Street in the City of Vernon (the "Property") where the Company will hold a ground lease on the site for up to 35 years. The Company plans to construct one or more buildings for a total of 35,720 square feet of space. The Company plans to spend approximately $26 million on development of the Property and create approximately thirty-five (35) new full-time jobs once the Property has been developed (together, the "Project"). B. The Project will be a point of sale to customers who transact business with the Company where such purchases or products are intended for delivery within the State of California ("Point of Sale"). The Company estimates that the City could receive on average $230,000 per year over a thirty-five (35) year period in sales tax that it would otherwise not receive based on the Company's annual projected taxable material sales. C. The City's share of sales tax is currently 1 % of the taxable sales occurring in the City ("Sales Tax Revenue"). D. After public notice and hearing, the Vernon City Council, by ordinance passed on ,j_une 5. 2018 (Ordinance No. 1253 ), has found that this Agreement (i) is consistent with the General Plan objectives, policies, land uses, and implementation programs and all other adopted plans or policies applicable to the Agreement; (ii) is compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property is located; (iii) will promote the public convenience, health, interest, safety, and general welfare of the City and will not be detrimental to or cause adverse effects to adjacent property owners, residents, or the general public; (iv) will further important citywide goals and policies that have been officially recognized by the Council; and (v) is consistent with the provisions of California Government Code Section 65864 et seq. Moreover, the Agreement is of substantial benefit to the City and its residents for (a) the Company to locate the Project in the City, because it would, among other things, provide new employment opportunities in the local economy, and (b) the Company to designate the Project as a Point of Sale for the Company which will generate significant additional Sales Tax Revenue for the City. The receipt of additional Sales Tax Revenue not otherwise collectible by the City and creation of jobs constitute valid public purposes for the City's entry into and execution of this Agreement. E. This agreement is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378. To the extent the Company seeks to engage in actual physical construction or development of the Project, such would be subject to and conditioned upon both discretionary permitting and separate and independent CEQA review and analysis. -1- NOW, THEREFORE, the Parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Section 2. Term and Renewal. (a) Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect from the Effective Date until TuIv 5 1, 2053 — i.e., 35 years from the Effective Date (the "Term"). (b) At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If the former, the Parties shall execute a written amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date of the Amendment. (c) If this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 7 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Company and the City shall execute a written cancellation of this Agreement which may be recorded with the County Recorder. Section 3. Company Covenants and Representations. (a) The Company represents to the City that it is authorized to conduct business in California; has the authority to enter into the Agreement and perform the requirements of this Agreement; and, to the Company's best knowledge, its performance under this Agreement shall not violate any applicable judgment, order, law or regulation. (b) The Company represents that its total batch plant production rate per hour is estimated to be 440 cubic yards of concrete per hour, and the aggregate storage for the site will be approximately 6,000 tons. (c) The Company shall use its good faith and commercially reasonable efforts to designate the Project as a Point of Sale in accordance with the Bradley Burns Uniform Local Sales and Use Tax, California Revenue & Taxation Code section 7200 et seq. (the "Sales Tax Law"). The Company shall be solely responsible for ensuring that all taxable sales transactions for business activities related to the Project are consummated at the Property or in any event within the City's boundaries, consistent with all applicable statutory and California State Board of Equalization regulatory requirements. (d) The Company shall within fifteen (15) days after designation of Point of Sale status provide written notice of such to the City. (e) The Company shall provide the City access to California state sales and use tax returns (but solely for the limited purpose of determining compliance with the terms of this Agreement). Upon written request of the City, Company shall within thirty (30) days also provide -2- to the City copies of the Company's and its affiliates' California state sales and use tax returns evidencing sales and the payments of sales and use taxes that are the subject of this Agreement. (f) The Company shall promptly notify the City of any developments that materially and adversely impact this Agreement and the Company's obligations stated herein including, but not limited to, compliance with all applicable laws, rules, and regulations pertaining to government permits related to, for example, emissions, air quality, odors, etc., initiation of any lawsuits or bankruptcy proceedings, sale or conveyance of real property, labor disputes, and changes in business. Section 4. City Incentives. As a direct inducement to attract and retain the corporate presence of the Company and the Project in the City and to encourage the growth of the Company's presence in the City, the City will provide the following incentives (together, the "Incentives"): (a) The City shall make payments to Company of an incentive measured by the amount of Sales Tax Revenues received by the City as a direct result of the Company's Point of Sale for the period when this Agreement is in effect (each, an "Incentive Payment" and together, the "Incentive Payments"). The amounts of each Incentive Payment shall be payable as outlined in Exhibit A. (b) The City has determined that the Company has met the qualification criteria set forth in its Economic Development Rate Schedule (the "ED Rate Schedule") and, subject to compliance with the terms and conditions of the Agreement For Economic Development Incentive On Electric Service (the "ED Rate Agreement"), which shall be separately executed by the Parties, is eligible for a reduced electric utility rate from the City of Vernon's Gas & Electric Department equal to a five-year reduction of up to twenty percent (20%) of the Company's otherwise applicable tariff (OAT), excluding taxes, beginning on the Commencement of Operations. Copies of the ED Rate Schedule and form ED Rate Agreement are collectively attached hereto as Exhibit B and incorporated herein by reference. The Company will also be eligible for a five-year extension of the program pursuant to the terms and conditions set forth herein to the ED Rate Schedule, subject to the Vernon City Council's approval for an additional 5-year extension to the ED Rate Schedule. (c) The City agrees to provide expedited building permit and plan check review for the Project at no additional charge. (d) No later than 10 days after the City executes the Agreement, the City Clerk shall record with the County Recorder a copy of the Agreement. Section 5. Audit and Inspection Rights. (a) The City shall review this Agreement and the Project to ensure compliance at least once every twelve (12) months, at which time the Company, or successor in interest thereto, shall be required to demonstrate good faith compliance with the terms of this Agreement. If, as a result of such periodic review, the City finds and determines, on the basis of substantial evidence, that the Company has not complied in good faith with the terms and conditions of the Agreement, the City may terminate or modify the Agreement. - 3 - (b) The Company shall provide the City access to the Property as the City deems reasonably necessary to determine whether the Project conforms to the requirements of this Agreement. The Company shall make available to the City all reasonable facilities and assistance to facilitate the performance of inspections by the City's representatives. All records relevant to the Company's obligations under this Agreement shall be and remain available at the Company's place of business at all reasonable times during the Term of this Agreement and for two (2) years after the termination of this Agreement. The City shall be allowed to audit, examine, and make copies, excerpts or transcripts of all data relevant to confirm the Company's compliance with this Agreement. (c) The City shall be allowed to conduct a written compliance check on the number of employees employed by the Company, at its sole discretion. The Company shall fully cooperate with the City by providing access to appropriate payroll documentation to verify the total number of employees and whether such employees are part-time or full-time. Section 6. Indemnification and Hold Harmless. (a) The Company assumes any and all risk of personal injury and property damage to the extent attributable to the intentional and negligent acts or omissions of the Company and its officers, employees, representatives and agents thereof while acting within the scope of their employment with the Company and performing the Company's requirements and obligations under the terms and conditions set forth in this Agreement. (b) The Company shall indemnify, defend and hold the City, its officers, employees, representatives (whether elected or appointed) and agents harmless from and against any and all third party claims or causes of action and liabilities, expenses, losses, costs of personal injury (including death), damages, fines, and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising out of or resulting from the Company's performance of the requirements and obligations under the terms and conditions of this Agreement. (c) The obligations arising under this paragraph shall survive the expiration or termination of this Agreement, as to claims or causes of action, liabilities, expenses, losses, costs, reasonable attorneys' fees, damages, fines and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising prior to the date of termination of this Agreement. Section 7. Default and Termination. (a) Event of Default. For purposes of this Agreement, "Event of Default" shall mean any of the following: (i) Any representation made by the Company herein or in any statement, application or certificate furnished to the City in connection with the performance of this Agreement proves to be untrue in a material respect as of the date of issuance of making thereof and is not corrected or brought into compliance within thirty (30) days after written notice thereof to the Company by the City. (ii) The Company materially breaches any covenant contained in this Agreement and such breach is not corrected or cured within thirty (30) days after written notice thereof to the Company by the City; provided, however, that the City may declare -4- a lesser cure period in the event that it finds, in its sole and absolute discretion, that such lesser period is necessary to protect the public health, safety, or welfare. (iii) The Company ceases business operations at the Property, does not operate the business according to the Permitted Use (unless otherwise agreed to in writing by the City), or moves out of the City at any time during the Term of this Agreement. For the avoidance of doubt, a "move -out' of the City by the Company shall not include the routine movement of personnel between and among its various plants or the servicing of a particular project by multiple plants; provided, however, that (a) the number of full-time personnel at the Project does not fall below thirty (30); and (b) the annual Sales Tax Revenue that accrues to the benefit of the City does not fall below $50,000 in any given year. The Company shall provide thirty (30) days written notice to the City of any such cessation or move -out, and the effective termination date of this Agreement will be the date of cessation or move -out, unless agreed to otherwise in writing by the Parties. If the Company fails to provide notice, the effective termination date of the Agreement will be retroactive to the date of actual cessation or move -out. (iv) The Company assigns or attempts to assign this Agreement in violation of Section 9 of this Agreement. (b) Remedies. Upon the occurrence of an Event of Default, The City shall provide written notice to the Company. The Company shall immediately proceed to cure or remedy such default, and in any event such default shall be cured within thirty (30) days after receipt of the notice, or such longer time as the City and the Company may agree to in writing. Upon the failure of the Company to so cure any such default, the City shall have all remedies available to it, in law or in equity including, but not limited to, the right to: termination of this Agreement, effective and retroactive to the date of Event of Default; termination of pending economic incentives; withholding of future economic incentives; or termination of any other obligation required hereunder. Section 8. General Provisions. (a) Complete Agreement. This Agreement constitutes the complete agreement of the Parties regarding the Incentives and shall supersede and nullify all prior drafts and agreements, oral or written, concerning the same. (b) Compliance with Bradley -Burns Uniform Local Sales and Use Tax Law. The Company shall carry out the operation of its Point of Sale transactions through the Project in conformity with the Sales Tax Law. (c) Relationship. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the City and the Company. No Party can create any obligation or responsibility on behalf of the other or bind the other in any manner. Each Party is acting for its own account, and it has made its own independent decision to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each Party acknowledges that neither of the Parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Company further represents and acknowledges that it has paid no one a fee, commission, gift or other consideration as an inducement to enter into this Agreement. - 5 - (d) Personal Liability. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), employee, representative or agent of the City in an individual capacity and neither shall any such individuals be subject to personal liability by reason of any covenant or obligation of the City hereunder. (e) Amendments. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and is approved by both the authorized representatives of the Company and the City. (f) Notices. Any notices or other communications required or permitted to be given under this Agreement shall be in writing, and shall be deemed delivered to and received by the addressee thereof when delivered in person at the address set forth below, when delivered by reputable overnight courier at the address set forth below, or three (3) business days after deposit thereof in any main or branch United States Post Office, certified or registered mail, return receipt requested, postage prepaid, properly addressed to the Parties, respectively, as follows: For notices and communications to the City: City of Vernon Attention: City Administrator 4305 Santa Fe Avenue Vernon, California 90058 With copies to City of Vernon Attention: City Attorney 4305 Santa Fe Avenue Vernon, California 90058 For notices and communications to the Company: National Ready Mixed Concrete Co., Inc. Attention: Pragati Kapoor 15821 Ventura Blvd., Suite 475 Encino, California 91436 (g) Governing Law Choice of Venue and Attorneys' Fees. This Agreement and the rights of the Parties hereunder shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of California, regardless of any conflict of law principles. Should either Party initiate litigation against the other Party, both Parties agree that such litigation may only be commenced in a state or federal court of competent jurisdiction in the County of Los Angeles, State of California. In the event of any action between the City and the Company seeking enforcement of any of the terms and conditions to this Agreement, the prevailing Party in such action shall be awarded, in addition to such relief to which such Party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. (h) Interpretation. This Agreement has been negotiated by both Parties and shall not be interpreted or construed against the Party drafting the Agreement. (i) Change in Laws. Unless otherwise explicitly provided in this Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include such laws, ordinances, rules, or regulations of any kind as they may be amended or modified from time to time hereafter. (j) Headings. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. (k) Time of Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. (1) Severability. It is the express intent of the Parties hereto that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held void, invalid, or unenforceable by a court of competent jurisdiction, such action shall not affect the remainder of this Agreement, which shall continue in full force and effect. (m) No Third Party Beneficiaries. Nothing in this Agreement shall create, or be construed to create any third party beneficiary rights in any person or entity not a signatory to this Agreement. (n) Counterparts and Originals. This Agreement may be executed in any number of multiple identical counterparts and all of said counterparts shall, individually and taken together, constitute the Agreement. There shall be two (2) original Agreements — one held by each Party. (o) Assignment. The Company may not assign this Agreement, in whole or in part, without the City's prior written consent, which consent may be withheld in the City's sole discretion. The Parties acknowledge that this Agreement is an obligation which runs to the Company and is not a covenant running with the land. Notwithstanding the foregoing, in the event that the Company sells all of its assets, or the principals of the Company sell all or substantially all of their stock and, following the sale, the operations of the Business remain substantially the same (according to the Permitted Use) and in conformance with all obligations of this Agreement, this Agreement will remain in full force and effect and the City will grant its approval of the assignment of the Agreement. The assignee shall be bound by all of the terms and conditions of the Agreement. In the event of the foregoing, the Company shall provide notice of such assignment to the City within three (3) days of the closing of any such sale. (p) Loss of Authority. In the event that the City's authority to enter into this Agreement or to grant the Incentives pursuant to this Agreement are repealed, become unexercisable, null and void or otherwise become invalid, then the Agreement shall be terminated, City's obligations hereunder shall cease and no further obligations shall be required of the City. (q) Living Wage. The Company, and any contractor or subcontractor(s) hired and used by the Company, shall comply with the City's Living Wage Ordinance at Vernon Municipal Code Article XVIII. The current Living Wage Standards are set forth in Exhibit C attached hereto and incorporated by reference. Upon the City's reasonable request, certified payroll records shall be promptly provided to the City. (r) The Company hereby certifies and represents that, during the Term of this Agreement, it and any other parties with whom it may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. The Company further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit D attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. [Signatures Begin on Next Page]. CITY OF VERNON, a California charter City and Californ' unicipal cor ora ion By - Carlos R. Fandino, J , ity Administrator ATTEST - Maria E. Ayala, City Clerk APPROVED AS TO FORM: r� Brian RNA, Senior Deputy City Attorney NATIONAL READY MIXED CONCRETE COMPANY, a California corporation By: Name: /tfi71:;Z� Title: �0a-G�41 By: Name: Title: c M EXHIBIT "A" SALES AND USE TAX REVENUE INCENTIVE The City agrees to pay an incentive described as follows: (a) The City will provide an incentive payment to the Company equal to eighty (80%) percent of the City's portion of Sales Tax Revenue for years one through five (years 1-5). (b) The City will provide an incentive payment to the Company equal to fifty (50%) percent of the City's portion of Sales Tax Revenue for years six through twelve (years 6-12). (c) The City will provide an incentive payment to the Company equal to forty-five (45%) percent of the City's portion of Sales Tax Revenue in year thirteen (Year 13). (d) The City will provide an incentive payment to the Company equal to forty (40%) percent of the City's portion of Sales Tax Revenue in year fourteen through thirty five (years 14-35). (e) The incentive payments should be paid quarterly. The incentive payments shall be due thirty (30) days after the quarterly "true up" payment by the State for the preceding quarter (f) The incentive payments shall be payable from any source of funds legally available to the City. The determination of the source of funds for the City's payments shall be in the sole and absolute discretion of the City. The Company acknowledges that the City is not making a pledge of Sales Tax Revenues, or any other particular source of funds. Sales Tax Revenues are used merely as a measure of the amount of incentive payment due hereunder and as means of computing the City's payment obligation. (g) The City shall not be obligated to make any incentive payments if Sales Tax Revenues are not actually received by the City from the State of California. M1111 EXHIBIT "B" 216 2 CY'T'Y Or, VERNON LIGHT AND POWER DEPARTMENT SCHEDULE ED it QNOMIC 1JA'YFLOPMFNT RATE APPLtC�Ai3tI�Ifl' Applicable to qualified customers locating or expanding load on the City of Vernon's transmission and/or distribution system. Customers taking service on Schedule ED must sign an Agreement for Economic Devolopmont Incentive on Eleetrio Service (Porn No. ED). nRRPCORY Within the city limits of the City of Vernon. RATS The ED rate provides an incentive of up to a twenty (20) percent reduction of ilia customers; otherwise applicable tariff (OAT) for five years, excluding takes. This reduction shall be calculated on the rate components of the customers bill that correlate to seryict)s the City of Vemon provides the customer. Incentive Limiter: The avetagc rate after applicntion of the incentivo under Oils schedule caitnot be less than the Floor Price described below. The sum of rcvcnacs collected by the City of Vernon from tho customer, exclusive of any additional applicable taxes, shall not fall below a Floor Price equal to marginal generation charges, embedded distribution charges, CAiSO and other transmission eharbos, public benefits charges (PDC), and the green -energy surcharges that are allocated to the customer. 'File revenues will be reviewed annually to ensure that they equal or exceed the Floor Price, up to the OAT rovenucs the customer would have paid if it had not received the incentive. Additional lump -sum charges may be due to the City of VcmOn or credits due to the customer after each annual review. The charges will be designed to ensure that rovenues do not fall below the annual Floor Price. Credits, if avoilable after the annual review,_ will be provided if the customer's incentive rate had been previously reduced from the rnuximum incentive level, due to the Floor Price. pRTTON: This schedule will remain open to now participants until December 31, 2017, This schedule will also remain In effect until such ttnte the last agreement expires or terminates. Gp�CfAL• CQNDITIQN'�: i.. Eligible Custanters* Eligible customers are. those on or electing existing schedule: TOU-0, or TOU-V, or their successor rate schedule. New custo:nerc with maximum billing demands greater Char, 100 M or existing etutomers who add at least 100 kW of demand may qualify. For existing customers, only tho additional demand may qualify for service under Schedule ED. New or additional billing demand does not include billing demand that exists within the City of Vca-non at the time eligibility is determined. Residential customers and state or local govemment agencies are not qualified customers under this rate schedule. 2. Contract: Service under this schedule is provided under a five-year agreement. 3. Start Data, The start date of the incentivc rate period shall commence within 24 months from the date of execution for service and shall be designated by the customer within rile agrcemelit. 4. Metering* Separate electric metering for now or additional load may be required if, in the City of Ventows sole opinion, it is necbssary'to provide service uitder this'schedule. The customer will be responsible for any costs associated with providing separate electric metering. S. "But For" Tcst In order to be eligible for this schedule, the Customer must sign an affidavit, attesting to the fact that "but for,, this incentive rate, either on its own or in combination with a package of incentives made available to tite customer from other sources, the customer would not have located operations or added load within the City of Vernon. 2,6 � tQ L~ � ( r AGREEMENT FOR ECONOMIC DEVELOPMENT INCENTIVE ON CLECTRIC SERVICE This agreement is made between l�lai ion^l Q�ctd -Mixed Cona t t7nnnarly a(n) jCetlifoY h1 A s~0✓17 QYaA("Applicant"), a»d the City of Vernon. RECITALS: The Economic Development rate was established and is made available at the City of Verno-a`s sole discretion. The Economic Development Rate is it five-year incentive rate, as set forth ir. Schedule ED. AGREEMENT: Applicant and the City of Vernon agree to the following terms and conditions: I. QUALIFICATION ClUTERiA. Applicant is or will be a customer, eligible for receiving service under Schedule TOU-G, TOU-V or its successor rate schodule, The clear is load subj"t to his agreemmtt is a maximum billing demand of at least 100 kW of net now toad to the City of Vernon. The minimum 100 kW of net new load must be maintained for at least three consecutive months during the initial 12 months of this agree rnent. Only new load that will be regularly served by the City of Vernon will be eligible for this incentive, 2, BILL INCENTI'Sr& Electric service to Applicant's premises shall be delivered under Applicant's otherwise applicable tariff (OKI), which is OU— A five-year rate incentive up to an twenty (20) percent reduction will be applied to the customer's OAT (excluding taxes), This reduction shall be calculatctl on the rate . components of the customer's bill that correlate to service ilutt the City of Vernon provides the customer, if needed the City of Vernon may reduce the inceative.pucentage to ensure that revenues exceed tine Floor Price. This incentive under this schedule will be limited by the Floor Price, as defined in Schedule BD, In calculating the Floor Price, the City of Vernon will make use of its best estimate of the marginal cost to serve the customer. The revenues from each participant will be reviewed annually and/or at the end of the ' agreement to ensure that they equal or exceed the Floor price for each your of the agrcumew, up to the OAT revenue that thu customer would have paid if it had not received the incentive. Applicant's rate under this schedule will be subject to an annual review, with potential additional lump• sum c:ttarges due to the City of Vernon or credits due to Applicant, The charges shall ensure that the rate does not fall below the Floor Price each year. Credits, If available after the annual revteW, will be _ 4 „ provided if the customer's incentive rate hud been previously reduced from the maximum incentive above. ' " INCENTIVE CALCULATION. 'Penns and conditions necessary for the incentive calculation are dcfiprd and agreed to as follows: Billing doiciminants used for calculating file first year incentives will be the City of Vernon's best estimato of expected usages and demand for ousiomer expansion and attrnotibii cases. For expansion cases, the previous 12- months of historical metered data, if available, wilt be used to determine current usage levels, and the incentive will be calculated only on that portion of demand and usage that is added. During the annual and contract term review, the City of Vernon will compare the revenues received to the ploor price to ensure that the revenues received rernuin at least equal to the Floor Price throughout the duration of the coutroot. Tire City of Vemon reserves the right to reduce the contracted demands stated by the Applicant below if it is determined that the Applicant's actual load at full operation of the facility after the Commencement Date of this Agrocinent is more than 25% less than the contracted maximum -de mtands stated below, [Please mark the appropriate space below, indicating whether this is an agreerneni fur the Applicant's entire load or only a portion of the Applicant's load.] _New customer Locating in the City of Vernon - Expansion of the existing customer's load. Tile contracted demand of the new or expandod toed is estimated to be kW. The excluded Demands, if applicable, are determined by averaging tho Applicants four highest measured demands during each s0a30110 period during the 12•niont period preceding the execution data of this agreement, if available. If Applicant separately meters tite Reserved Demand, Applicants Excluded Demand will be zero (0) kW for each season. The City of Vernon and the Appticant agree that the excluded demand is: July to September: ___o_ kW May, June, October: kW November to April: kW The Incentive Ratio for each month Is defined as the difference between the Applicant's maximum dcuumnd for that month and the excluded Demand divided by that same month's maximum demand. The incentive Ratio will be a fraotion from zero (0) to oa(il l ). COMMENCEMENT DATE. The incentive shall commcmcc on the Applicants regularly scheduled meter read day in the month of which. Is within a 24-month period of the date of execution of this agreement, as required by rate Schedule ED, 5. M$TERTNG. Applicant agrees to be responsible for all costs associated with providing separate electric metering if this rate. City of Vernon, at its sole discretion, deems such metering a necessary condition to imp If Applicant is deemed to require separately ,neicred reserved demand, Applicant must have metering in place before the incentive rate will apply. Applicant's ability to have required motoring in place shall not dclny the commencement date provided in Scction 4 by which the Applicant would have otherwise received the incentive. TERM OF AGREEMENT. This agreement shall take effect immediately and remain ill effect for a term of five years following the commencement date of the rato incentive. q, TERMINATION AGREEMNNT Applicant may terminate this agreement upon 30 days written notice. The City of Vernon may also terminate this agreement upon 30 days written notice in the event Applicant no longer meets the qualifioations described elsewhere ill the Agreement and in state Schedule ED, Notwithstanding these rights of termination, the Applicant shall be subjsct to Liquidated Damages us provided in Section 9 of this agreement. g, "BUT T'QT2" TEST Applicant attests that "but for" the terms of this agreement, either on its own or in ctmtwoultd nethave pnckago of incentives made available to the Applicant from other sources, the App on, Applicant shall sign the attached affidavit, located, or increased its operations within the City of Vern to that effect, 9, LIQUIDATED DA51AGES if this agreemcnt is terminated due to Applicant's misrepresantation or fraud, Applicant shall be liable for liquidated damages that oqual 200% of the cuntulativo difference between (i) bills calculated under the Scherlulo ED rate to the date of temtination and (i) bills that would have been calculated under the OAT. 10. ASSIGNMENT. Applicant may assign this agreement only if the City of Vernon consents in writing and the party to whom the agreement is assigned agrees in writing to be bound by this agreement in all reSIM, . IN WITNESS THERE -Op, the Patties have executed this Agreement in multiple originals of equal dignity by their respeotive duly authorized representatives. Excwited this 2c� day of c� 20'4 Cone COmha^`f {signatura) - (Print MUM) (Titic) .pc city Qf VSMw1 (si at Print N e) (ride) AFFADAVIT roR ECONOMIC DEVELOPMEN'r.nAn f Vernon hereby fics By signing this affidavit, an Applicant who lawses or adds load in the City Ofthe State of California lo t tile tatements in hie and i declares under penalty of perjury under thews following paragraphs arc true and correct. l , Taut for the receipt of lice discounted economic devolopment rate and the terms of the Agreement, n economic development incentive package, the Applicant's either on its own or in combination with a load would not have been located, or added within the City of Vernon, 2. The load to which the Agreement applies represents kilowatt-hours (kWh) and kilowutts (kW) that either (1) does not already exist in the City of Vernon, or (f i) the Applicant considered expanding to a location outside of We City of Vernon, 3, Applicant has discussed with the City of Vernon the cost-effective conservation and load management measures the applicant may take to reduce their electric bills and the toad they place on the City of Vernon's utility system. q, On an annual basis, the cost of electricity for &.i ew or expanding customer is at least live (5) percent of its actual operating costs, less the cost of raw materials, Executed this _ day of 20! 6 Ntaiioral G4u Ms�XY�� Conch. Can�Pan�l (Applicant) — (Signature) 7:�t (Print Name) TITLE:_ - 1:11:311111HIS i LIVING WAGE PROVISIONS — VMC § 2.131 et seq. Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employer to provide qualifying non -union employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. Union employees will be covered by their collective - bargaining agreement. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the Living Wage Ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. -17- EXHIBIT "D" EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. The Company certifies and represents that, during the performance of this Agreement. The Company, its affiliates, and each contractor or subcontractor hired thereby and serving as an agent of the Company or any of its affiliates shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. The Company further certifies that they will not maintain any segregated facilities. B. The Company agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of the Company, state that they are "Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. The Company agrees that it shall, if requested to do so by the City, certify that it does not have, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. The Company agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. -18- STAFF REPORT City Council Agenda Item Report Agenda Item No. COV-131-2018 Submitted by: Daniel Wall Submitting Department: Public Works Meeting Date: June 5, 2018 SUBJECT Ordinance No. 1253 Approving and Authorizing the Execution of a Sales Tax Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company Recommendation: A. Find that approval of the proposed Sales Tax Sharing agreement is exempt from California Environmental Quality Act ('CEQA') review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a `project" as defined by CEQA Guidelines section 15378, and to the extent National Ready Mixed Concrete Company seeks to engage in actual physical construction or development, such would be subject to separate and independent CEQA review and analysis; and B. Approve the second reading and adopt Ordinance No. 1253 approving and authorizing the execution of a sales tax sharing agreement between the City of Vernon and National Ready Mixed Concrete Company for the purpose of facilitating the development of a Point of Sale facility on the site located at 2626 East 26th Street in the City of Vernon. Backgroud: City staff is focused on encouraging economic development in Vernon. In August 2016, staff responded to a Request for Proposal for Business Incentives — Proposed National Cement Manufacturing Project ("National Cement') for 2626 East 26th Street in the City of Vernon. The City's proposal included a detailed description on how the City intended to address National Cement's requests for local incentives. Further discussion ensued through the remainder of 2016 and, ultimately, the City was able to reach an agreement with National Ready Mixed Concrete Company ("NRMCC') for the expansion of their operations into Vernon. Key components of the agreement between the City of Vernon and NRMCC include: • NRMCC plans to spend approximately $26 million on development of the property and create at least 35 new full-time jobs upon completion ofthe project • As a Point of Sale facility for customers, the business will generate sales tax revenues for Vernon that are estimated to be an average of $230,000 per year. • The City shall provide NRMCC a Sales and Use Tax Revenue incentive; Economic Development Rate incentive; expedited building permitting and plan checks; and support in NRMCC's approval for New Markets Tax Credit program in relation to the redevelopment of the property. Staff recommends that City Council adopt the ordinance approving the agreement between the City of Vernon and National Ready Mixed Concrete Company, as the corporate presence ofNRMCC and the planned development project at the 2626 East 26th Street site will benefit the local economy through the creation of new employment opportunities and the generation of additional sales tax revenues. The agreement has been approved as to form by the City Attorney's Office. 315 "Note: Item was presented for Public Hearing and First Reading to City Council at its Regular Meeting of May 15, 2018. Fiscal Impact: The agreement with National Ready Mixed Concrete Company will result in additional revenues for the City through sales tax revenue estimated to be $230,000 per year. ATTACHMENTS • 1. Ordinance 1253 • 2. Notice of Public Hearing 41-1 ORDINANCE NO. 1253 AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SALES TAX SHARING AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY WHEREAS, in August 2016, City staff responded to a Request for Proposal for Business Incentives - Proposed National Cement Manufacturing Project for 2626 East 26th Street in the City of Vernon; and WHEREAS, the City and the National Ready Mixed Concrete Company ("NRMCC") have negotiated and prepared the form of the attached Sales Tax Sharing Agreement (the "Agreement"), for the proposed expansion of NRMCC's operations in the City; and WHEREAS, the planned development project will benefit the local economy through the creation of new employment opportunities and the generation of additional sales tax revenues; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 1: Recitals. The City Council hereby finds and determines that all of the foregoing recitals are true and correct. SECTION 2: Purpose and Authority. The purpose of this Ordinance is to approve a Sales Tax Sharing Agreement with National Ready Mixed Concrete Company. This ordinance is authorized pursuant to Government Code Section 65864 through 65860.5. SECTION 3: Findings. In adopting this ordinance, the City Council makes the following findings: 317 a) Approval of the Sales Tax Sharing Agreement is categorically exempt from review under the California Environmental Quality Act ("CEQA") because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent NRMCC seeks to engage in actual physical construction or development, such would be subject to separate and independent CEQA review and analysis; and b) The proposed Agreement is consistent with the objectives, policies, and general land uses and programs of the City of Vernon General Plan; and c) The proposed Agreement will not be detrimental to the health, safety and general welfare of persons residing in the immediate area, or detrimental to the general welfare of residents of the City as a whole; and d) The proposed Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5; and e) The City Council has held a duly noticed public hearing on the proposed Agreement, and has considered the testimony presented at such public hearing. SECTION 4: Action. The City Council hereby approves the Agreement, in substantially the form presented to the City Council, and attached hereto as Exhibit A. The Mayor or Mayor Pro-Tem is hereby authorized and directed to execute the Agreement for and on behalf of, the City of Vernon, and the City Clerk shall attest thereto. SECTION 5: Severability. If any chapter, article, section, subsection, subdivision, paragraph, sentence, clause, phrase, or word in this Ordinance or any part thereof is for any reason held to be 318 - 2 - unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted this Ordinance and each chapter, article, section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more chapters, articles, sections, subsections, subdivisions, paragraphs, sentences, clauses, phrases or words be declared unconstitutional, or invalid, or ineffective. SECTION 6: Book of Ordinances. The City Clerk shall attest and certify to the adoption of this Ordinance and shall cause this Ordinance and the City Clerk's certification to be entered in the Book of Ordinances of the Council of this City. The City Clerk shall cause this ordinance to be published or posted as required by law. 319 - 3 - SECTION 7: This Ordinance shall go into effect and be in full force and effect at 12:01 a.m. on the thirty-first (31st) day after its passage. APPROVED AND ADOPTED this 5t.h day of June, 2018. ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Senior Deputy City Attorney - 4 - Name: Title: Mayor / Mayor Pro-Tem 320 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that the foregoing Ordinance, being Ordinance No. 1253 was duly and regularly introduced at a regular meeting of the City Council of the City of Vernon, held in the City of Vernon on Tuesday, May 15, 2018, and thereafter adopted at a meeting of said City Council held on Tuesday, June 5, 2018, by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: And thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2018, at Vernon, California. (SEAL) - 5 - Maria E. Ayala, City Clerk 321 EXHIBIT A 322 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 (323)583-8811 NOTICE OF PUBLIC HEARING REGARDING AN ORDINANCE APPROVING THE EXECUTION OF A SALES TAX SHARING AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY The City of Vernon will conduct a Public Hearing, which you may attend. PLACE: Vernon City Hall City Council Chamber 4305 Santa Fe Avenue Vernon, CA 90058 DATE & TIME: Tuesday, May 15, 2018 at 9:00 a.m. (or as soon thereafter as the matter can be heard) PURPOSE/SUBJECT: Consider the adoption of an Ordinance to approve and authorize the execution of a sales tax sharing agreement between the City of Vernon and National Ready Mixed Concrete Company and repealing all prior ordinances and parts of ordinances in conflict therewith. DOCUMENTS Notice is hereby given that a hard copy of the proposed ordinance will be available for public review during normal business hours in the City Clerk Department, located FOR REVIEW: at 4305 Santa Fe Avenue, Vernon, California, between the hours of 7:00 a.m. and 5:30 p.m. Monday through Thursday. Please send your comments or questions to: Daniel Wall, Director of Public Works City of Vernon 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 Ext. 305 Email: dwall(a ci.vemon.ca.us PROPOSED CEQA FINDING: Staff will recommend that the City Council find that this action is not subject to California Environmental Quality Act (CEQA) review, because approval of the proposed Ordinance and Sales Tax Sharing agreement is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent National Ready Mixed Concrete Company seeks to engage in actual physical construction or development, such would be subject to separate and independent CEQA review and analysis If you challenge the adoption of an Ordinance to approve the execution of a sales tax sharing agreement between the City of Vernon and National Ready Mixed Concrete Company and repealing all prior ordinances and parts of ordinances in conflict therewith or any provision thereof in court, you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written correspondence delivered to the City of Vernon at, or prior to, the meeting. Americans with Disabilities Act (ADA): In compliance with ADA, if you need special assistance to participate in the meeting, please contact the Office of the City Clerk at (323) 583-8811 ext. 546. The hearing may be continued or adjourned or cancelled and rescheduled to a stated time and place without further notice of a public hearing. Dated: 04/23/2018 Maria E. "City CITY OF VERNON CITY COUNCIL MEETING JUNE 5, 2018 ORDINANCE NO. 1253 SUMMARY (Approving and authorizing the execution of a Sales Tax Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company) A CERTIFIED COPY OF THE FULL TEXT OF ADOPTED ORDINANCE NO. 1253 IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA. On June 5, 2018, the City Council of the City of Vernon approved and adopted Ordinance No. 1253 approving and authorizing the execution of a Sales Tax Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company. I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that Ordinance No. 1253 was duly approved and adopted by the City Council of the City of Vernon at a regular meeting held on June 5, 2018, and passed by said Council by the following vote: AYES: COUNCILMEMBERS: WOODRUFF-PEREZ, DAVIS, MARTINEZ, LOPEZ, AND YBARRA NOES: COUNCILMEMBERS: ABSTAIN: COUNCII.MEMBERS: Dated: June 7. 2018 M is E. Ayala, qa Clerk HUNTINGTON PARK BULLETIN This space for filing stamp only 3731 WILSHIRE BLVD STE 840, LOS ANGELES, CA 90010 Telephone (323) 556-5720 / Fax (213) 835-0584 MATTHEW CEBALLOS CITY OF VERNON CITY CLERK 4305 SANTA FE AVE VERNON, CA - 90058 PROOF OF PUBLICATION (2015.5 C.C.P.) State of California ) County of LOS ANGELES ) ss Notice Type: GPN - GOVT PUBLIC NOTICE Ad Description: Ordinance No. 1253 Second Summary I am a citizen of the United States and a resident of the State of California: I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the HUNTINGTON PARK BULLETIN, a newspaper published in the English language in the city of HUNTINGTON PARK, county of LOS ANGELES, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of LOS ANGELES, State of California, under date 06/14/1943, Case No. 485073. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit: 06/14/2018 Executed on: 06/14/2018 At Los Angeles, California I certify (or declare) under penalty of perjury that the foregoing is true and correct. Signature IIIIIIIIIVIIIIIII0NNIVINI4III7R8��IIM0Wllll3llllll PRE #: 3142013 CITY OF VERNON CITY COUNCIL MEETING JUNE $, 2018 ORDINANCE NO. 1253 SUMMARY (Approving and authorinng the execution of e Sales Taz Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company) A certified copy of the full text of ADOPTED ordinance no. 1253 is AVAILABLE in the office of the city dark LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA. On June 5, 2018, the City Council of the City of Vernon approved and adopted Ordinance No. 1253 approving and authorizing the execution of a Sales Taz Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company. I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that Ordinance No. 1253 was duly approved and adopted byy the City Council of the City of Vemon at a regular meeting held on June 5, 2018, and passed by said Council by the following vole: AYES: COUNCILMEMBERS: WOODRUFF- PEREZ, DAVIS, MARTINEZ, LOPEZ, AND YBARRA NOES: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS Dated: June 7. 2018 LIL Maria E. Ayala, City Clerk 6/14/18 PRE•3142013ff HUNTINGTON PARK BULLETIN CITY OF VERNON CITY COUNCIL MEETING MAY 15, 2018 ORDINANCE NO. 1253 SUMMARY (Approving and authorizing the execution of a Sales Tax Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company) A CERTIFIED COPY OF THE FULL TEXT OF PROPOSED ORDINANCE NO. 1253 IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA. Ordinance No. 1253 was duly introduced at a regular meeting of the City Council of the City of Vernon held on May 15, 2018. Ordinance No. 1253 is scheduled to be considered for adoption by said Council at a regular meeting to be held on June 5, 2018. The proposed Ordinance No. 1253 would approve and authorize the execution of a Sales Tax Sharing Agreement between the City of Vernon and National Ready Mixed Concrete Company. Maria E. Ayala, City Clerk of the City of Vernon, does hereby certify that Ordinance No. 1253 was duly introduced to the City Council of the City of Vernon at a regular meeting held on May 15, 2018, and said Ordinance is scheduled to be considered for adoption at a regular meeting of the City Council to be held on June 5, 2018. Dated: May 15, 2018 77� �. Maria . Ayala, Cit Jerk HUNTINGTON PARK BULLETIN 3731 WILSHIRE BLVD STE 840, LOS ANGELES, CA 90010 Telephone (323) 556-5720 / Fax (213) 835-0584 This space for riling stamp only MATTHEW CEBALLOS CITY OF VERNON CITY CLERK PRE#: 3134191 4305 SANTA FE AVE CITY OF VERNON CITY COUNCIL MEETING VERNON, CA - 90058 MAY 15, 2018 ORDINANCE NO. 1253 SUMMARY (Approving and authorizing the execution of a Sales Tax Sharing Agreement behveen the City of Vernon and National Ready Mixed Concrete Company) PROOF OF PUBLICATION A ordinance . 1y of the full text of proposed f ordinance no. 1253 is AVAILABLE In the office of the city clerk LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA. (2015.5 C.C.P.) Ordinance No. 1253 was duly introduced at a regular meeting of the Cary Council of the City of State of California ) Vernon held on May 15, 2018, Ordinance No. 1253 is scheduled to be considered for adoption County of LOS ANGELES ) ss by said Council at a regular meeting to be held on June 5, 2018. Notice Type: YP GPN - GOVT PUBLIC NOTICE The or000 inance No 1253 would v r the execut on�g�oee a. a l em abonal n eadv ixed�o Ad Description: Company. Maria E. Ayala, City Clerk of the City of Vemon, Ordinance No. 1253 First Summary ry does noddy ed ti y that City oci No. 1253City duly introduced to the City Council of the Ciry of Vernon at a regular meeting held on May 15, 2018, and said Ordinance is scheduled to be considered for adopt regular meeting of atltl I am a citizen of the United States and a resident of the State of California; I am the City Council to be hion e n June 5, 201& on over the age of eighteen years, and not a party to or interested in the above Dated: May 15, 2018 entitled matter. I am the principal clerk of the printer and publisher of the HUNTINGTON PARK BULLETIN, a newspaper published in the English ((gg[ Maria E. Ayala, City CI.* language in the city of HUNTINGTON PARK, county of LOS ANGELES, and adjudged a newspaper of general circulation as defined by the laws of the State 18 pRE13134191M of California by the Superior Court of the County of LOS ANGELES, State of HUNTINGTON PARK BULLETIN California, under date 06/14/1943, Case No. 485073, That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit: 05/24/2018 Executed on: 05/24/2018 At Los Angeles, California I certify (or declare) under penalty of perjury that the foregoing is true and correct, Signature IIIIIIWIIV�INInNIVI�INI,�I,�I�INIVNNV�IIV�II