Ordinance No. 1255ORDINANCE NO. 1255
AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF A DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF VERNON AND THE DERBY DOLLS
WHEREAS, in November 2017, the Los Angeles Derby Dolls (the
"Derby Dolls") approached the City about relocating their headquarters
and offices to the City of Vernon; and
WHEREAS, the City and the Derby Dolls have negotiated and
prepared the form of the attached Development Agreement (the
"Agreement"), for the development of the Derby Dolls' operations in the
City; and
WHEREAS, the planned development project will benefit the
City through positive public relations and media exposure, in light of
the Derby Dolls' strong reputation in the community for female
empowerment, diversity, and inclusivity, and the generation of
additional revenues in the form of a development fee, which will be
derived from gross sales revenue generated by the Derby Dolls' periodic
public spectator events; 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 Development Agreement with the Derby Dolls.
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 Development 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 the Derby Dolls seek to engage in actual physical
construction or development, such would be subject to separate and
independent CEQA review and analysis; and
b) The proposed Development Agreement is consistent with the
objectives, policies, and general land uses and programs of the City
of Vernon General Plan; and
c) The proposed Development 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 Development 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 Development Agreement, and has considered the testimony
presented at such public hearing.
SECTION 4: Action. The City Council hereby approves the
Development 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 Development Agreement
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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
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.
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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 19th day of June, 2018.
ATTEST:
Maria . Ayala, ity Clerk
APPROVED AS TO FORM:
Brian Byun,
Senior Deputy City Attorney
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� � 114-H(-\ 0- -
Name: Yvette Woodruff -Perez
Title: Mayor /-Mayea; P—Tem
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Maria E. Ayala I City Clerk of the City of Vernon, do
hereby certify that the foregoing Ordinance, being Ordinance No. 1255
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,
June 5, 2018, and thereafter adopted at a meeting of said City Council
held on Tuesday, June 19, 2018, by the following vote:
AYES: Councilmembers: Mayor Woodruff -Perez, Mayor
Pro-Tem Davis, Lopez, Ybarra
NOES: Councilmembers: None
ABSENT: Councilmembers: Martinez
And thereafter was duly signed by the Mayor or Mayor Pro-Tem of
the City of Vernon.
Executed this 21 day of June, 2018, at Vernon, California.
(SEAL)
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Maria E. Ayala, City Clerk
EXHIBIT A
DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF VERNON AND DERBY DOLLS
This Development 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 Derby Dolls, a California nonprofit public benefit 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 2661 East 46th Street in the City of Vernon
(the "Property") where the Company will hold a lease on the site for twenty (20) months with the
possibility of a five (5) year option to renew. The Company plans to operate an athletic training
facility and public events facility connected to the sport of women's roller derby (together, the
"Project").
B. After public notice and hearing, the Vernon City Council, by ordinance adopted on
, 2018 (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, introduce a new, positive public relations vehicle for the City as the home of a national
championship -winning and well recognized league in an emerging sport, and (b) increase
community services resources to City residents and surrounding communities.
C. 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.
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 , 2023 — i.e., 5
years from the Effective Date (the "Term").
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(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 resolution of 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 covenants to reference the City in media and PR initiatives related
to the Company's move to the City of Vernon. During the Term, Company will reference the City
of Vernon in media and PR efforts at appropriate and organic opportunities.
(c) The Company covenants to participate in City of Vernon -sponsored events, as
appropriate, provided that such events are not in conflict with Company's brand or stated mission.
(d) The Company covenants to collaborate with the City in continuing Company's
community services programs (e.g., Annual Health Fair, school -aged health and fitness outreach,
etc.).
(e) The Company represents that the Property is approximately 12,322 square foot.
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) Upon execution of this Agreement, and for Company's first year of operation, the
City will waive the business license fee.
(b) Upon execution of this Agreement, and subject to payment of all appropriate fees
by the Company, and approval by the Public Works Department of all required site plan
specifications, the City shall issue to Company a temporary occupancy permit sufficient to allow
the Company to resume its regular training programming on and within the Property, including
roller skate training programs on flat surfaces and the Company's banked track as well as off -
skates cross -training activities and general administrative operations. The City shall waive the
temporary certificate of occupancy fee and related inspection fee. The temporary certificate of
occupancy shall expire 180 calendar days after it is issued.
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(c) In connection with the waiver of fees set forth in subsections (a) and (b) above,
the City agrees to provide a credit to the Company of up to $10,000, against which the
Company may charge all City fees related to start-up of operations at the Property (the "Credit").
The Credit will expire on the first anniversary of the Effective Date.
(d) The City acknowledges the Company's reliance on public events as a sustaining
revenue stream and will issue Company a special events permit, to the extent practicable and
feasible, on an annual basis, which permit may be used and relied upon by Company for all of its
public events held during the calendar year featuring competitive bouts, provided that Company
has a valid permanent certificate of occupancy, and is materially compliant with all applicable
regulations, and subject to approval by the Director of Public Works of a plan and schedule by
Company that includes, without limitation, a general calendar of events with general timeframes,
parking plan, public safety plan, and, as applicable, plan regarding food and alcohol concession
and live entertainment (the "Special Event Permit"). All alcohol sales shall be provided by a
licensed caterer with an appropriate permit from the California Department of Alcoholic Beverage
Control. The Special Event Permit may be reviewed and modified by the City at any time, subject
to the following conditions: (i) if the modification is minor (i.e. will not materially affect Company's
operations), City will provide prior written notice; and (ii) if the modification is major (i.e. will
materially affect Company's operations), City will provide prior written notice and use its best
efforts to work constructively with Company and mitigate any negative effects caused by such
modification.
(e) 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 Public Utilities 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
A 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
E❑ Rate Schedule.
(f) In the event that the initiation or maintenance of the Project becomes unworkable
on the Property for reasons arising out of City codes, regulations, or otherwise, and the Company
re -initiates the Project at an alternative property within the City, the terms of this Agreement shall
carry over to such alternative property. Upon execution of an amendment approved by resolution
of the City Council, such property shall become the "Property" upon execution of a lease by
Company.
(g) 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.
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Section 5. Development Fee.
The Project's periodic spectator events to be held at night and/or over weekends, as well as the
regular practices to be held after normal business hours during the weekdays, will have an impact
on the City's human resources — namely, personnel from the Public Works and Police
Departments. Such impact is difficult to calculate. Company and the City agree that a
development fee tied to gross revenues generated by Company from ticket sales for periodic
public spectator events would adequately mitigate all such impacts to the City. The Parties
therefore agree that Company shall pay a development fee to the City equal to 8% of the sum of
gross ticket sales at any particular public spectator event and ("Development Fee"). The
Development Fee shall be paid to the City within seven (7) days after the end of every month.
Section 6. 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 materially and 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 7. 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.
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(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 8. 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.
(N) 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 does not operate the business according to the Project
(unless otherwise agreed to in writing by the City) or moves out of the City at any time
during the Term of this Agreement. The Company shall provide thirty (30) days written
notice to the City of any such move -out, and the effective termination date of this
Agreement will be the date of 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 move -out.
(iv) The Company assigns or attempts to assign this Agreement in violation of
Section 9 of this Agreement.
(b) Termination. Company may terminate this Agreement, without default, in the event
that the Company's underlying lease expires or is earlier terminated and Company is unable to
secure a new lease on an appropriate location in the City within three (3) months following such
expiration or earlier termination.
(c) 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 ionger 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.
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Section 9. 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 Liabilit . 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
IM
For notices and communications to the Company:
Derby Dolls
Attention: General Manager
2661 E 46th Street
Vernon, California 90058
(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.
0) 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
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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 Company's business remain
substantially the same (according to the Project) 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 B 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 C 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 California municipal corporation
M
Carlos R. Fandino, Jr., City Administrator
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Brian Byun,
Senior Deputy City Attorney
DERBY DOLLS, a California
nonprofit public benefit corporation
Name:
Title:
M
EXHIBIT "A" 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 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:
i. 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.
For existing customers, only the 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 Vernon at the
time eligibility is determined.
Residential customers and state or local government agencies are not qualified customers under this rate
schedule.
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.
. "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.
AGREEMENT FOR ECONOMIC DEVELOPMENT INCENTIVE ON ELECTRIC SERVICE
This agreement is made between
a(n)
Vernon.
("Applicant"), and the City of
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 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. 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-mont 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: u _ 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
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.
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. Notwithstanding these
rights of termination, the Applicant shall be subject to Liquidated Damages as provided in Section 9 of
this agreement.
"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 would not have
located, or increased its operations within the City of Vernon. Applicant shall sign the attached affidavit
to that effect.
9. LIQUIDATED DAMAGES
If this agreement is terminated due to Applicant's misrepresentation or fraud, Applicant shall be liable for
liquidated damages that equal 200% of the cumulative difference between (i) bills calculated under the
Schedule ED rate to the date of termination and (ii) 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 respects.
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 City of Vernon
(customer)
(signature) (signature)
(Print Name) (Print Name)
(Title)
(Title)
AFFADAVIT FOR ECONOMIC DEVELOPMENT RATE
By signing this affidavit, an Applicant who locates or adds load in the City of Vernon hereby certifies and
declares under penalty of perjury under the laws of the State of California that the statements in the
following paragraphs are true and correct.
1. But for the receipt of the discounted economic development rate and the terms of the Agreement,
either on its own or in combination with an economic development incentive package, the Applicant's
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 kilowatts (kW)
that either (i) does not already exist in the City of Vernon, or (ii) the Applicant considered expanding to a
location outside of the 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 load they place on the
City of Vemon's utility system.
4. On an annual basis, the cost of electricity for a new or expanding customer is at least five (5)
percent of its actual operating costs, less the cost of raw materials.
Executed this day of , 20
(Applicant)
BY:
(Signature)
(Print Name)
TITLE:
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:
Employers provide qualifying 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.
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.
-11-
EXHIBIT "C"
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.
-12-
CITY OF VERNON CITY COUNCIL MEETING
JUNE 19, 2018
ORDINANCE NO. 1255 SUMMARY
(Approving and authorizing the execution of a development agreement between the City
of Vernon and the Derby Dolls)
A CERTIFIED COPY OF THE FULL TEXT OF ADOPTED ORDINANCE NO. 1255
IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED AT 4305
SANTA FE AVENUE, VERNON, CALIFORNIA.
On June 19, 2018, the City Council of the City of Vernon approved and adopted
Ordinance No. 1255 approving and authorizing the execution of a development
agreement between the City of Vernon and the Derby Dolls.
I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that Ordinance No.
1255 was duly approved and adopted by the City Council of the City of Vernon at a
regular meeting held on June 19, 2018, and passed by said Council by the following vote:
AYES: COUNCILMEMBERS: WOODRUFF-PEREZ, DAVIS, LOPEZ,
AND YBARRA
NOES: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS: MARTINEZ
Dated: June 19, 2018
jMariE. Ayala, CWy Clerk
HUNTINGTON PARK BULLETIN
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. 1255 - 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 panty 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:
06/28/2018
Executed on: 06/28/2018
At Los Angeles, California
I certify (or declare) under penalty of perjury that the foregoing is true and
correct.
Signature
Email I�IAIWVNVMN0N�IVIII�NNV�,IYVVIIV9IYIVI
This space for fling stamp only
PRE #: 3145998
CITY OF VERNON CITY COUNCIL MEETING
JUNE 19, 2018
ORDINANCE NO. 1255 SUMMARY
(Approving and authorizing the execution of a
development agreement between the City of
Vernon and the Derby Dolls)
A certified copy of the full text of ADOPTED
ordinance no. 1255 is AVAILABLE in the office of
the city clerk LOCATED AT 4305 SANTA FE
AVENUE, VERNON. CALIFORNIA.
On June 19. 2018. the City Council of the City of
Vernon approved and adopted Ordinance No.
1255 approving and authorizing the execution of
a development agreement between the City of
Vernon and the Derby Dolls.
1, Maria E. Ayala, City Clerk of the City of Vernon,
do hereby certify that Ordinance No. 1255 was
duly approved and adopted by the City Council of
the City of Vernon at a regular meeting held on
June 19. 2018. and passed by said Council by
the following vole:
AYES: COUNCILMEMBERS: WOODRUFF-
PEREZ, DAVIS, LOPEZ. AND YBARRA
NOES: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS: MARTINEZ
Dated: June 19. 2018
12L
Maria E. Ayala, City Clerk
6128118
PRE-31459985
HUNTINGTON PARK BULLETIN
CITY OF VERNON CITY COUNCIL MEETING
JUNE 5, 2018
ORDINANCE NO. 1255 SUMMARY
(Approving and authorizing the execution of a development agreement between the City
of Vernon and the Derby Dolls)
A CERTIFIED COPY OF THE FULL TEXT OF PROPOSED ORDINANCE NO. 1255
IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED AT 4305
SANTA FE AVENUE, VERNON, CALIFORNIA.
Ordinance No. 1255 was duly introduced at a regular meeting of the City Council of the
City of Vernon held on June 5, 2018. Ordinance No. 1255 is scheduled to be considered
for adoption by said Council at a regular meeting to be held on June 19, 2018.
The proposed Ordinance No. 1255 would approve and authorize the execution of a
development agreement between the City of Vernon and the Derby Dolls.
Maria E. Ayala, City Clerk of the City of Vernon, does hereby certify that Ordinance No.
1255 was duly introduced to the City Council of the City of Vernon at a regular meeting
held on June 5, 2018, and said Ordinance is scheduled to be considered for adoption at a
regular meeting of the City Council to be held on June 19, 2018.
Dated: June 7, 2018
aria E. Ay a, City 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. 1255 First 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
Emailiiw�rii�ANiMii�iiNiiiN,iwg�uiNiiiuu�,uu�ii
PRE #: 3142015
CITY OF VERNON CITY COUNCIL MEETING
JUNE 5, 2018
ORDINANCE NO. 1255 SUMMARY
(Approving and authorizing the execution of a
development agreement between the City of
Vemon and the Derby Dills)
A certified copy of the full text of proposed
ordinance no. 1255 is AVAILABLE in the office of
the city clerk LOCATED AT 4305 SANTA FE
AVENUE, VERNCN, CALIFORNIA.
Ordinance No. 1255 was duly introduced at a
regular meeting of the City Council of the City of
Vemon held on June 5, 2018. Ordinance No.
1255 is scheduled to be considered for adoption
by sa,d Council at a regular meeting to be held on
June 19, 2018.
r
doveel aoreemenl between the Ity o
Darn,
Dolls
Maria E. Ayala, City Clerk of the City of Vernon,
does hereby certify that Ordinance No. 1255 was
duly introduced to the City Council of the City of
Vernon at a regular meeting held on June 5,
2018, and said Ordinance is scheduled to be
considered for adoption at a regular meeting of
the CityCouncil to be held on June 19, 2018.
Dated: June 7. 2018
Lk
Maria E. Ayala, City Clerk
6/14118
PRE-3142015X
HUNTINGTON PARK BULLETIN
SIGNATURE ROUTING FORM
CONTRACTOR: Derby Dolls
CONTRACT PURPOSE: Development Agreement between the City of Vernon and Deft Dolls
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
❑ SERVICES ❑ MATERIALS ❑ BUDGETED 0 NOT BUDGETED
TOTAL CONTRACT VALUE: $ Charge Aect. No(s)
Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable)
RESPONSIBLE DEPARTMENT PERSON: Anthony Zarate PHONE: ext. 221
AUTHORIZATION: 2(Approved by Council on 6-19-2018
(Check one and attach Ordinance No. 1255 (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 � N
/�Approves insurance and sureties, if bonds required.
Initials Date
(3) Finance (Purchasing) \�
Checks compliance with Competi ive Bidding & Liv'n Wagerdinances�
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.
Rev. 6/2017
TRANSMITTAL COMMUNICATION
.ill of UEr•-
<Y�-,4. U
n
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
October 1, 2018
Derby Dolls
Attn: General Manager
2661 E. 461h Street
Vernon, CA 90058
RE: Development Agreement
Dear Sir of Madam:
Transmitted herewith is a fully executed original agreement as referenced above, approved by
City Council on June 19, 2018, by Ordinance No. 1255.
If you have any questions, please contact Anthony Zarate at (323) 583-8811 extension 221.
Thank you.
Sincerely,
e �orah /RJuarez
Records Management Assistant
Enclosure
c: Daniel Wall
Purchasing Department
Agreement File No. 18-115
Exclusively Industrial
FULLY EXECUTED AGREEMENT
DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF VERNON AND DERBY DOLLS
This Development Agreement ("Agreement") is dated as of July 20 , 2018 (the "Effective
Date") and is made by and between the City of Vernon, a California charter City and California
municipal corporation ("City"), and Derby Dolls, a California nonprofit public benefit 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 2661 East 46th Street in the City of Vernon
(the "Property") where the Company will hold a lease on the site for twenty (20) months with the
possibility of a five (5) year option to renew. The Company plans to operate an athletic training
facility and public events facility connected to the sport of women's roller derby (together, the
"Project").
B. After public notice and hearing, the Vernon City Council, by ordinance adopted on
June 19 , 2018 (Ordinance No. 1255 ), 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, introduce a new, positive public relations vehicle for the City as the home of a national
championship -winning and well recognized league in an emerging sport, and (b) increase
community services resources to City residents and surrounding communities.
C. 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.
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 July 20 2023 — i.e., 5
years from the Effective Date (the "Term").
- 1 -
(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 resolution of 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 covenants to reference the City in media and PR initiatives related
to the Company's move to the City of Vernon. During the Term, Company will reference the City
of Vernon in media and PR efforts at appropriate and organic opportunities.
(c) The Company covenants to participate in City of Vernon -sponsored events, as
appropriate, provided that such events are not in conflict with Company's brand or stated mission.
(d) The Company covenants to collaborate with the City in continuing Company's
community services programs (e.g., Annual Health Fair, school -aged health and fitness outreach,
etc.).
(e) The Company represents that the Property is approximately 12,322 square foot.
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) Upon execution of this Agreement, and for Company's first year of operation, the
City will waive the business license fee.
(b) Upon execution of this Agreement, and subject to payment of all appropriate fees
by the Company, and approval by the Public Works Department of all required site plan
specifications, the City shall issue to Company a temporary occupancy permit sufficient to allow
the Company to resume its regular training programming on and within the Property, including
roller skate training programs on flat surfaces and the Company's banked track as well as off -
skates cross -training activities and general administrative operations. The City shall waive the
temporary certificate of occupancy fee and related inspection fee. The temporary certificate of
occupancy shall expire 180 calendar days after it is issued.
-2-
(c) In connection with the waiver of fees set forth in subsections (a) and (b) above,
the City agrees to provide a credit to the Company of up to $10,000, against which the
Company may charge all City fees related to start-up of operations at the Property (the "Credit")
The Credit will expire on the first anniversary of the Effective Date.
(d) The City acknowledges the Company's reliance on public events as a sustaining
revenue stream and will issue Company a special events permit, to the extent practicable and
feasible, on an annual basis, which permit may be used and relied upon by Company for all of its
public events held during the calendar year featuring competitive bouts, provided that Company
has a valid permanent certificate of occupancy, and is materially compliant with all applicable
regulations, and subject to approval by the Director of Public Works of a plan and schedule by
Company that includes, without limitation, a general calendar of events with general timeframes,
parking plan, public safety plan, and, as applicable, plan regarding food and alcohol concession
and live entertainment (the "Special Event Permit"). All alcohol sales shall be provided by a
licensed caterer with an appropriate permit from the California Department of Alcoholic Beverage
Control. The Special Event Permit may be reviewed and modified by the City at any time, subject
to the following conditions: (i) if the modification is minor (i.e. will not materially affect Company's
operations), City will provide prior written notice; and (ii) if the modification is major (i.e. will
materially affect Company's operations), City will provide prior written notice and use its best
efforts to work constructively with Company and mitigate any negative effects caused by such
modification.
(e) 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 Public Utilities 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
A 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.
(f) In the event that the initiation or maintenance of the Project becomes unworkable
on the Property for reasons arising out of City codes, regulations, or otherwise, and the Company
re -initiates the Project at an alternative property within the City, the terms of this Agreement shall
carry over to such alternative property. Upon execution of an amendment approved by resolution
of the City Council, such property shall become the "Property" upon execution of a lease by
Company.
(g) 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.
-3-
Section 5. Development Fee.
The Project's periodic spectator events to be held at night and/or over weekends, as well as the
regular practices to be held after normal business hours during the weekdays, will have an impact
on the City's human resources — namely, personnel from the Public Works and Police
Departments. Such impact is difficult to calculate. Company and the City agree that a
development fee tied to gross revenues generated by Company from ticket sales for periodic
public spectator events would adequately mitigate all such impacts to the City. The Parties
therefore agree that Company shall pay a development fee to the City equal to 8% of the sum of
gross ticket sales at any particular public spectator event and ("Development Fee"). The
Development Fee shall be paid to the City within seven (7) days after the end of every month.
Section 6. 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 materially and 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 7. 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.
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(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 8. 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 does not operate the business according to the Project
(unless otherwise agreed to in writing by the City) or moves out of the City at any time
during the Term of this Agreement. The Company shall provide thirty (30) days written
notice to the City of any such move -out, and the effective termination date of this
Agreement will be the date of 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 move -out.
(iv) The Company assigns or attempts to assign this Agreement in violation of
Section 9 of this Agreement.
(b) Termination. Company may terminate this Agreement, without default, in the event
that the Company's underlying lease expires or is earlier terminated and Company is unable to
secure a new lease on an appropriate location in the City within three (3) months following such
expiration or earlier termination.
(c) 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.
E'er
Section 9. 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 -Bums 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.
(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
M
For notices and communications to the Company:
Derby Dolls
Attention: General Manager
2661 E 46th Street
Vernon, California 90058
(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.
0) 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
-7-
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 Company's business remain
substantially the same (according to the Project) 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 B 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 C 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].
-8-
CITY OF VERNON, a California charter City
and California municipal corporation
By:
Y
i XliitXl A�Ysi#�X
Yvette Woodruff -Perez, Mayor
ATTEST:
Maria . Ayala, City CWerk
APPROVED AS TO FORM:
) �(b�
Brian B n,
Senior Deputy City AttcUey
DERBY DOLLS, a California
nonprofit public benefit corporation
By:
Name: ►^ h i-ACrR-r' / V 10 f a.► -,
Title: �'Le
-9-
EXHIBIT "A"
ED RATE SCHEDULE AND FORM OF ED RATE AGREEMENT
-10-
7,,6& r C L1,6 }" s�
CITY OF VERNON
VERNON PUBLIC UTILITIES 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 blow.
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 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.
For existing customers, only the 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 Vernon at the
time eligibility is determined.
Residential customers and state or local government agencies are not qualified customers under this rate
schedule.
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.
AGREEMENT FOR ECONOMIC DEVELOPMENT INCENTIVE ON ELECTRIC SERVICE
This agreement is made between
CA r)evv),,1 uti11s %__ _�.
Wiper W11E2 a(n) ((h'.QjYG.y l 501 C?) ("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''TOU - 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 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 1 0t7 kW.
The excluded Demands, if applicable, are determined by averaging the Applicants four highest
measured demands during each seasonal period during the 12-mont 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:
kW
May, June, October: -&- kW
November to April: 14?70 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 11which is within a 24-month period of the date of execution of this agreement, as required
by r to 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 apreement 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. Notwithstanding these
rights of termination, the Applicant shall be subject to Liquidated Damages as provided in Section 9 of
this agreement.
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 would not have
located, or increased its operations within the City of Vernon. Applicant shall sign the attached affidavit
to that effect.
9. LIQUIDATED DAMAGES
If this agreement is terminated due to Applicant's misrepresentation or fraud, Applicant shall be liable for
liquidated damages that equal 200% of the cumulative difference between (i) bills calculated under the
Schedule ED rate to the date of termination and (ii) 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 respects.
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` 1a'yC , 20
DCY104 l _ The City of Vernon,._
(customer)
(signature) (signature)
el 11gk i d r�Md4, I-e-1 J W IVa
ll��
(Print Name) (Print Na
(Title) (Title)
AFFADAVIT FOR ECONOMIC DEVELOPMENT RATE
By signing this affidavit, an Applicant who locates or adds load in the City of Vernon hereby certifies and
declares under penalty of perjury under the laws of the State of California that the statements in the
following paragraphs are true and correct.
1. But for the receipt of the discounted economic development rate and the terms of the Agreement,
either on its own or in combination with an economic development incentive package, the Applicant's
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 kilowatts (kW)
that either (i) does not already exist in the City of Vernon , or (ii) the Applicant considered expanding to a
location outside of the 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.
4. On an annual basis, the cost of electricity for a new or expanding customer is at least five (5)
percent of its actual operating costs, less the cost of raw materials.
Executed this 2V day of s (0 2 , 201_.
JYbq
(Appli ant
BY: Y
(Si nature)
(Print Name)
TITLE: Zk&gjag
EXHIBIT "B"
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:
Employers provide qualifying 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.
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.
- 11 -
EXHIBIT "C"
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.
-12-
STAFF REPORT
City Council Agenda Item Report
Agenda Item No. COV-173-2018
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 19, 2018
SUBJECT
Ordinance No. 1255 - Uncodified Ordinance Approving and Authorizing the Execution of a Development Agreement
between the City of Vernon and the Derby Dolls
Recommendation:
A. Find that the proposed action is exempt under the California Environmental Quality Act ('CEQA') review, because
it is continuing administrative activity that will not result in any 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 the Derby
Dolls seek 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. 1255, approving and authorizing the execution of a
Development Agreement between the City of Vernon and the Derby Dolls for the purpose of facilitating the
development of the Derby Dolls' program and facility located at 2661 East 46th Street in the C ity of Vernon.
Backgroud:
Derby Dolls
The Derby Dolls ("DD') is Los Angeles' premier all -female, banked track roller derby league. Founded in 2003, DD is
an entirely volunteer -run league made up of more than 150 adult and junior (ages 7 — 17) skaters and volunteers,
divided into teams who skate on a banked (as opposed to flat) track. Until recently, DD's headquarters and offices
were located in El Sereno and prior to that, Historic Filipinotown. DD's mission is to achieve the highest level of
competition, integrity and production quality, while enriching the lives of its members and community through sport. With
respect to community involvement and community service, the Derby Dolls host an annual health fair and, in the past,
have hosted Los Angeles Mayor Eric Garcetti and the LA Domestic Violence Task Force at an LAPD appreciation
luncheon. The Derby Dolls are a 501(c)(3) non-profit organization.
Mutual Benefit to Relocation
DD was compelled to look for a new home when negotiations with the LA building department resulted in a
change -of -use categorization that required upgrades to their facility in El Sereno which were simply cost -prohibitive.
Working with DD to help them relocate to Vernon could result in significant and positive publicity for the City, given
DD's strong reputation in Los Angeles for female empowerment, diversity, inclusivity, and equality across
socio-economic, age, and other demographics.
Zoning: Fitness and Recreational Facilities
166
As the Council may recall, it recently passed an ordinance amending the City's Zoning Code to allow fitness and
recreational facilities to exist within Vernon. DD's facility would fall into this new zoned category.
Summary of Development Agreement
Staff and DD have negotiated a development agreement (the "Agreement') in order to (a) provide incentives to DD to
relocate to the City and participate actively in the community and (b) offset potential costs for City services that may be
particular to DD and its operations in Vernon. With respect to the former objective, the City acknowledges that DD is
an entirely volunteer -run non-profit organization that has been in rebuilding mode for more than one year. To that end,
the City will offer certain financial incentives to mitigate start-up costs, which incentives will essentially be reimbursed by
the development fee over the term of the Agreement. The salient terms of the Agreement include:
o DD's potential facility will be located at 2661 East 46th Street.
o Term of Agreement — 5 years, with option to renew.
DD covenants:
o to include the City in its PR/media outreach efforts;
o to participate in City -sponsored events, as appropriate; and
o to collaborate with the City in its community service projects.
City incentives:
o Waiver of initial business license fee.
o Waiver of temporary occupancy permit fee and related inspection fees.
o $10,000 credit against which DD may charge other start-up costs payable to the City (e.g. permit fees, inspection
fees, etc.), which credit shall expire one (1) year after the effective date of the Agreement.
o Development Fee — 8% of gross ticket sales revenues derived from public spectator events, to be paid to the City on
a monthly basis.
"Note: Item was presented for Public Hearing and First Reading to City Council at its Regular Meeting of June 5,
2018.
Fiscal Impact:
The aggregate sum of the incentives offered by the City to DD is approximately $12,500, though it is uncertain whether
DD will exhaust the $10,000 credit over the course of the first year of its operation. Based upon a "break-even"
analysis provided to staff by DD, the 8% development fee will result in approximately $4,800 annually and
approximately $24,000 over the term of the Agreement. In addition, the positive public relations value accruing to the
City by virtue of DD's presence and operation in the City is intangible but potentially significant.
ATTACHMENTS
1. Notice of Public Hearing - Uncodified Ordinance Approving DA with Derby Dolls
2. Ordinance No. 1255 - Approving DA with Derby Dolls - Second Reading
167
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
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON AND THE DERBY DOLLS
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, June 5, 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 the execution of a development
agreement between the City of Vernon and the Derby Dolls 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@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 development 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 the Derby Dolls seek 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 development agreement between the City
of Vernon and the Derby Dolls 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..rescheduled.Lo a stated time and place without
further notice of a public hearing.
Dated: May 21, 2018
Matthew Ceballos, Deputy City Clerk
ORDINANCE NO. 1255
AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF A DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF VERNON AND THE DERBY DOLLS
WHEREAS, in November 2017, the Los Angeles Derby Dolls (the
"Derby Dolls") approached the City about relocating their headquarters
and offices to the City of Vernon; and
WHEREAS, the City and the Derby Dolls have negotiated and
prepared the form of the attached Development Agreement (the
"Agreement"), for the development of the Derby Dolls' operations in the
City; and
WHEREAS, the planned development project will benefit the
City through positive public relations and media exposure, in light of
the Derby Dolls' strong reputation in the community for female
empowerment, diversity, and inclusivity, and the generation of
additional revenues in the form of a development fee, which will be
derived from gross sales revenue generated by the Derby Dolls' periodic
public spectator events; 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 Development Agreement with the Derby Dolls.
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 Development 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 the Derby Dolls seek to engage in actual physical
construction or development, such would be subject to separate and
independent CEQA review and analysis; and
b) The proposed Development Agreement is consistent with the
objectives, policies, and general land uses and programs of the City
of Vernon General Plan; and
c) The proposed Development 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 Development 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 Development Agreement, and has considered the testimony
presented at such public hearing.
SECTION 4: Action. The City Council hereby approves the
Development 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 Development Agreement
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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
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.
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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 19th day of June, 2018.
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Brian Byun,
Senior Deputy City Attorney
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Name:
Title: Mayor / Mayor Pro-Tem
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. 1255 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, June 5,
2018, and thereafter adopted at a meeting of said City Council held on
Tuesday, June 19, 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)
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Maria E. Ayala, City Clerk
EXHIBIT A
DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF VERNON AND DERBY DOLLS
This Development Agreement ("Agreement") is dated as of , 2018 (the "Effective
California char
Date") and is made by and between the City of Vernon, a Cater City and California
municipal corporation ("City"), and Derby Dolls, a California nonprofit public benefit 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 2661 East 46th Street in the City of Vernon
(the "Property") where the Company will hold a lease on the site for twenty (20) months with the
possibility of a five (5) year option to renew. The Company plans to operate an athletic training
facility and public events facility connected to the sport of women's roller derby (together, the
"Project").
B. After public notice and hearing, the Vernon City Council, by ordinance adopted on
, 2018 (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, introduce a new, positive public relations vehicle for the City as the home of a national
championship -winning and well recognized league in an emerging sport, and (b) increase
community services resources to City residents and surrounding communities.
C. 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.
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 2023 — i.e., 5
years from the Effective Date (the "Term").
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(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 resolution of 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 covenants to reference the City in media and PR initiatives related
to the Company's move to the City of Vernon. During the Term, Company will reference the City
of Vernon in media and PR efforts at appropriate and organic opportunities.
(c) The Company covenants to participate in City of Vernon -sponsored events, as
appropriate, provided that such events are not in conflict with Company's brand or stated mission.
(d) The Company covenants to collaborate with the City in continuing Company's
community services programs (e.g., Annual Health Fair, school -aged health and fitness outreach,
etc.).
(e) The Company represents that the Property is approximately 12,322 square foot.
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) Upon execution of this Agreement, and for Company's first year of operation, the
City will waive the business license fee.
(b) Upon execution of this Agreement, and subject to payment of all appropriate fees
by the Company, and approval by the Public Works Department of all required site plan
specifications, the City shall issue to Company a temporary occupancy permit sufficient to allow
the Company to resume its regular training programming on and within the Property, including
roller skate training programs on flat surfaces and the Company's banked track as well as off -
skates cross -training activities and general administrative operations. The City shall waive the
temporary certificate of occupancy fee and related inspection fee. The temporary certificate of
occupancy shall expire 180 calendar days after it is issued.
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(c) In connection with the waiver of fees set forth in subsections (a) and (b) above,
the City agrees to provide a credit to the Company of up to $10,000, against which the
Company may charge all City fees related to start-up of operations at the Property (the "Credit").
The Credit will expire on the first anniversary of the Effective Date.
(d) The City acknowledges the Company's reliance on public events as a sustaining
revenue stream and will issue Company a special events permit, to the extent practicable and
feasible, on an annual basis, which permit may be used and relied upon by Company for all of its
public events held during the calendar year featuring competitive bouts, provided that Company
has a valid permanent certificate of occupancy, and is materially compliant with all applicable
regulations, and subject to approval by the Director of Public Works of a plan and schedule by
Company that includes, without limitation, a general calendar of events with general timeframes,
parking plan, public safety plan, and, as applicable, plan regarding food and alcohol concession
and live entertainment (the "Special Event Permit"). All alcohol sales shall be provided by a
licensed caterer with an appropriate permit from the California Department of Alcoholic Beverage
Control. The Special Event Permit may be reviewed and modified by the City at any time, subject
to the following conditions: (i) if the modification is minor (i.e. will not materially affect Company's
operations), City will provide prior written notice; and (ii) if the modification is major (i.e. will
materially affect Company's operations), City will provide prior written notice and use its best
efforts to work constructively with Company and mitigate any negative effects caused by such
modification.
(e) 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 Public Utilities 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
A 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.
(f) In the event that the initiation or maintenance of the Project becomes unworkable
on the Property for reasons arising out of City codes, regulations, or otherwise, and the Company
re -initiates the Project at an alternative property within the City, the terms of this Agreement shall
carry over to such alternative property. Upon execution of an amendment approved by resolution
of the City Council, such property shall become the "Property" upon execution of a lease by
Company.
(g) 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.
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Section 5. Development Fee.
The Project's periodic spectator events to be held at night and/or over weekends, as well as the
regular practices to be held after normal business hours during the weekdays, will have an impact
on the City's human resources — namely, personnel from the Public Works and Police
Departments. Such impact is difficult to calculate. Company and the City agree that a
development fee tied to gross revenues generated by Company from ticket sales for periodic
public spectator events would adequately mitigate all such impacts to the City. The Parties
therefore agree that Company shall pay a development fee to the City equal to 8% of the sum of
gross ticket sales at any particular public spectator event and ("Development Fee"). The
Development Fee shall be paid to the City within seven (7) days after the end of every month.
Section 6. 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 materially and 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 7. 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.
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(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 8. 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 does not operate the business according to the Project
(unless otherwise agreed to in writing by the City) or moves out of the City at any time
during the Term of this Agreement. The Company shall provide thirty (30) days written
notice to the City of any such move -out, and the effective termination date of this
Agreement will be the date of 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 move -out.
(iv) The Company assigns or attempts to assign this Agreement in violation of
Section 9 of this Agreement.
(b) Termination. Company may terminate this Agreement, without default, in the event
that the Company's underlying lease expires or is earlier terminated and Company is unable to
secure a new lease on an appropriate location in the City within three (3) months following such
expiration or earlier termination.
(c) 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.
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Section 9. 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 orjoint 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.
(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:
Derby Dolls
Attention: General Manager
2661 E 46th Street
Vernon, California 90058
(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.
0) 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
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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 Company's business remain
substantially the same (according to the Project) 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 B 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 C 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 California municipal corporation
Carlos R. Fandino, Jr., City Administrator
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Brian Byun,
Senior Deputy City Attorney
DERBY DOLLS, a California
nonprofit public benefit corporation
Name:
Title:
EXHIBIT "A"
ED RATE SCHEDULE AND FORM OF ED RATE AGREEMENT
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EXHIBIT "A" 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 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:
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.
For existing customers, only the 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 Vernon at the
time eligibility is determined.
Residential customers and state or local government agencies are not qualified customers under this rate
schedule.
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.
AGREEMENT FOR ECONOMIC DEVELOPMENT INCENTIVE ON ELECTRIC SERVICE
This agreement is made between
a(n)
Vernon.
("Applicant"), and the City of
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.
I his 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 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. 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-mont 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:
May, June, October:
November to April:
kW
kW
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
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.
€a 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. Notwithstanding these
rights of termination, the Applicant shall be subject to Liquidated Damages as provided in Section 9 of
this agreement.
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 would not have
located, or increased its operations within the City of Vernon. Applicant shall sign the attached affidavit
to that effect.
9. LIQUIDATED DAMAGES
If this agreement is terminated due to Applicant's misrepresentation or fraud, Applicant shall be liable for
liquidated damages that equal 200% of the cumulative difference between (i) bills calculated under the
Schedule ED rate to the date of termination and (ii) 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 respects.
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 City of Vernon
(customer)
(signature)
(Print Name)
(Title)
(signature)
(Print Name)
(Title)
AFFADAVIT FOR ECONOMIC DEVELOPMENT RATE
By signing this affidavit, an Applicant who locates or adds load in the City of Vernon hereby certifies and
declares under penalty of perjury under the laws of the State of California that the statements in the
following paragraphs are true and correct.
1. But for the receipt of the discounted economic development rate and the terms of the Agreement,
either on its own or in combination with an economic development incentive package, the Applicant's
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 kilowatts (kW)
that either (i) does not already exist in the City of Vernon, or (ii) the Applicant considered expanding to a
location outside of the 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 load they place on the
City of Vernon's utility system.
4. On an annual basis, the cost of electricity for a new or expanding customer is at least five (5)
percent of its actual operating costs, less the cost of raw materials.
Executed this _ day of , 20
(Applicant)
BY:
(Signature)
(Print Name)
TITLE:
EXHIBIT "B"
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:
Employers provide qualifying 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.
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.
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EXHIBIT "C"
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.
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