Resolution No. 6370
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RESOLUTION NO. 6370
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF A LETTER AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND WHITTEN & DIAMOND FOR CONSULTING
SERVICES
WHEREAS, the City of Vernon is attempting to obtain
funding from the Federal Government for certain public works
projects and Empowerment Zone selection; and
WHEREAS, the law offices of Whitten & Diamond specialize
in providing consulting services before the U.S. Congress and the
Federal Government; and
WHEREAS, the City of Vernon desires to enter into a
Letter Agreement with the law offices of Whitten & Diamond to
provide such consulting services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The city Council of the City of Vernon hereby
approves the Letter Agreement, a copy of which has been presented
to the City Council concurrently with this resolution, and the
City Council hereby orders said Letter Agreement to be received
and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and city Clerk to execute said Letter
Agreement for, and on behalf of, the City of Vernon.
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SECTION 4: The city Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 21st day of December, 1993.
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BRUCE V. MALKENHORS ,
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 6370, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the city Council duly held
on Tuesday, December 21, 1993, and thereafter was duly signed by
the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
(SEAL)
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32026-02
JHHW:MDC:eac
12/02193
. AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is entered into this 7th day of December, 1993, by and between the
Industrial Development Authority of the City of Vernon (the "Issuer") and JONES HALL HILL &
WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys").
WIT N E SSE T H:
WHEREAS, the Industrial Development Authority of the City of Vernon (the "Issuer") is
proceeding to finance the acquisition and construction of a two-story building of approximately
30,000 square feet to be used for a USDA-approved hog procurement, conversion, preparation,
evisceration, disassembly, sortation, and final inspection facility for Clougherty Packing Company
(the "Borrower"), including all related facilities and equipment, to be located at 3049 East Vernon
Avenue in the, City of Vernon, and is proceeding to issue industrial development revenue bonds
(the "Bonds") to finance such acquisition and construction; and
WHEREAS, the Issuer requires the assistance of bond counsel in connection with the
issuance of the Bonds, and Attorneys have agreed to provide such services;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:
Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the
following services as are necessary for the issuance of the Bonds:
A. Consultation and cooperation with the Issuer, Issuer staff and counsel,
any financial consultant and other professional firms engaged by the Issuer with
respect to the issuance of the Bonds, Borrower and its agents, and assisting such
persons in the formulation of a coordinated financial and legal financing from the
proceeds of the Bonds.
B. Preparation of all legal proceedings deemed necessary or advisable by
Attorneys for the authorization, issuance and delivery of the Bonds; including
preparation of (i) any documentation required for the issuance of the Bonds by the
Issuer, including an indenture of trust authorizing the issuance of the Bonds,
resolution authorizing and directing the sale of the Bonds, all documentation
required to be executed by the Issuer in connection with the delivery of the Bonds,
and all agreements providing collateral security for the Bonds except as may be
within the scope of responsibility of any attorneys representing other parties to the
transaction, (ii) all certificates, deeds, requisitions, receipts and other documents
required in connection with the delivery of the Bonds to the original purchaser
thereof, and (iii) all other proceedings of the Issuer incidental to or in connection
with the issuance, sale and delivery of the Bonds and all other proceedings of the
Issuer incidental thereto.
C. Subject to the completion of proceedings to the satisfaction of
Attorneys, providing a legal opinion (i) unqualifiedly approving in all respects the
legality of all proceedings of the Issuer for the authorization, issuance and delivery
of the Bonds and approving the legality of any related agreements to which the
Issuer is a party, and (ii) stating that interest on the Bonds is exempt from federal
and State of California personal income taxation. Such opinion shall be addressed
to the Issuer; provided, however, that such opinion shall inure to the benefit of the
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owners of the Bonds and Attorneys shall be entitled to execute letters to other
interested parties entitling such parties to rely upon such opinion. In addition,
subject to the completion of proceedings to the satisfaction of Attorneys, Attorneys
shall provide such additional legal opinions to the Issuer, the original purchaser of
the Bonds and other interested parties as shall be requested of and deemed
appropriate by Attorneys.
D. Attending all meetings deemed necessary by Attorneys in the
performance of the services hereunder, or requested by Issuer.
E. Any and all legal consultation requested by the Issuer concerning the
issuance of the Bonds, and any resolutions, certificates, agreements and other
documents relating to the authorization, issuance and delivery of the Bonds.
F. Attorneys shall not be responsible for the preparation or content of any
official statement or other offering document prepared by or on behalf of an
underwriter or fmancial consultant other than to examine any such official statement
or other offering document as to the description of the Bonds and related financial
agreements and as to matters within Attorneys' knowledge (without undertaking
any independent investigation thereof). The scope of services of Attorneys
hereunder does not include representation of the Issuer in connection with any
litigation or proceeding commenced with respect to the Bonds or the threat thereof.
G. Such other and further services as are customarily performed by bond
counsel on similar tax-exempt fmancings.
Section 2. Compensation. For the services of Attorneys listed in Section 1 the Issuer
will pay Attorneys a fee equal to $50,000. In addition, the Issuer shall reimburse Attorneys for all
direct out-of-pocket expenses including, messenger and delivery services, closing costs incurred in
connection with the services rendered by Attorneys hereunder, duplication costs, transcript binding
costs and expenses for travel outside of the State of California.
Payment of said fees and expenses to Attorneys shall be due upon the issuance of Bonds
and the delivery of the proceeds thereof to the Issuer. Said fees and expenses shall be payable
solely from the proceeds of the Bonds and/or equity contributions by the Borrower and from no
other funds of the Issuer, and shall be entirely contingent upon the successful sale and delivery of
the Bonds.
Section 3. Responsibilities of Issuer. The Issuer shall cooperate with Attorneys
and shall furnish Attorneys with certified copies of all proceedings taken by the Issuer and deemed
necessary by Attorneys to render an opinion on the validity of the Bonds. Attorneys shall not,be
liable to pay any costs and expenses incurred incidental to the actual issuance and delivery of the
Bonds, including the cost and expense of preparing certified copies of proceedings required by
Attorneys in connection with the issuance of the Bonds, the cost of rating agencies, all printing and
publication costs, fees and expenses of parties other than Attorneys, costs and expenses of legal
advertising and all other expenses incurred in connection with the issuance of the Bonds, which
shall be paid by the Issuer from the proceeds of the Bonds and/or equity contributions from the
Borrower.
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Section 4. Termination of Agreement. This Agreement may be terminated at any
time by the Issuer with or without cause upon written notice to Attorneys. In the event of such
termination, all finished and unfinished documents shall at the option of the Issuer become its
property and shall be delivered to the Issuer by Attorneys.
IN WITNESS WHEREOF, the Issuer and Attorneys have executed this Agreement as of
the date first above written.
INDUSTRIAL DEVELOPMENT
AUTIIORITY OF 1HE CITY OF VERNON
A~T:
BRUCE V.
APPROVED AS TO FORM:
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DAVID B. BREARLEY, Leg Counsel
JONES HALL HILL & WIDTE, A
PROFESSIONAL LAW CORPORATION
By
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VICE PRESIDENT
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