Resolution No. 6648
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RESOLUTION NO. 6648
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN ELECTRICAL SERVICE CREDIT AGREEMENT BY AND
BETWEEN THE CITY OF VERNON, THE REDEVELOPMENT
AGENCY OF THE CITY OF VERNON AND GRAND
PACKAGING, INC., DBA COMMAND PACKAGING
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WHEREAS, Grand Packaging, Inc., dba Command Packaging
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("Company") is a manufacturer of high density plastic bags,
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currently located at 5300 Lindbergh Lane in the City of Bell,
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California, which intends to relocate its manufacturing facilities
to the City of Vernon; and
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WHEREAS, Command Packaging LLC, a California Limited
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Liability Corporation, a subsidiary of Company, intends to
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purchase the building located at 3800 East 26th Street, within the
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Vernon Redevelopment Project Area in the City of Vernon
(hereinafter the "Property"); and
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WHEREAS, the City of Vernon, the Redevelopment Agency of
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the city of Vernon ("Agency") and Company have agreed that the
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Agency will provide a credit not to exceed EIGHTY THOUSAND DOLLARS
AND NO CENTS ($80,000.00) against future electric bills during the
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first twelve (12) months of operation in order to pay for the
reconstruction and rehabilitation of electrical facilities to
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serve the machinery which will be relocated from the company's
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facility in the City of Bell to the property in the city of
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Vernon; and
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WHEREAS, Company has agreed to relocate its manufacturing
business to the Property in the city of Vernon and agrees to
purchase electricity (capacity and energy} from the City of Vernon
for use in its industrial process to be conducted by said customer
at the Property for the next seven (7) years in consideration for
the Agency providing said credit; and
WHEREAS, the City of Vernon, the Agency and the Company
intend to enter into an agreement to establish the terms and
conditions for Company (i) to receive a credit against future
electric bills during the first twelve (12) months of Company's
operation in order to reimburse the Company for funds spent in the
reconstruction and rehabilitation of electrical service facilities
which will support the redevelopment of the Property; and (ii) to
purchase electricity from the city of Vernon.
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 Electrical Service Credit Agreement, a copy of which
has been presented to the city Council concurrently with this
resolution, and the City Council hereby orders said 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 the city Clerk to execute said 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
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3 thereafter the same sha11 be in full force and effect.
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APPROVED AND ADOPTED this 27th day of June, 1995.
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7 ATT~
8 BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA
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2 COUNTY OF LOS ANGELES
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I, BRUCE V. MALKENHORST, City Clerk of the city of
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Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 5648, was duly adopted by the City council of the
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City of Vernon at an adjourned regular meeting of the City council
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duly held on Tuesday, June 27. 1995, and thereafter was duly
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signed by the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST,
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( SEAL)
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Execution Copy
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.ELECTRJ;GAL SERVI.CE.GR~I?:r',I:'i AGREEMENT
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THIS ELECTRICAL SERVICE CREDIT AGREEMENT is made,eI1t~red
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into and executed in duplicate originals, either copy of which may
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be considered and used as the original hereof for all purposes, as
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of this &1 d.... day
BY AND BETWEEN
of F:
1995,
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THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as the "CITY1'),
4305 Santa Fe Avenue -
Vernon, California, 90058
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AND
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Service
THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON , a municipal
corporation (hereinafter
referred to ast.l1e "AGENCY"),
4305 Santa Fe Avenue
Vernon, California, 90058
GRAND PACKAGING, INC., DBA
COMMAND PACKAGING, a California
corporation (hereinafter
referred .-to as "COMPANY"),
5300 Lindbergh Lane
Bell, CA 90201
RECITALS
AGENCY, CITY and COMPANY enter into this Electrical
Credit Agreement (hereinafter "Agreement") in recognition
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of, and concurrence in, the following:
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A. COMPANY is a manufacturer of high density plastic
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bags, currently located at 5300 Lindbergh Lane in the City of
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Bell, California, which intends to relocate its manufacturing
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facilities to the City of Vernon.
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B. Command Packaging LLC, a California Limited Liability
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Corporation (hereinafter "CPLLC"), a subsidiary of COMPANY,
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intends to purchase the building located at 3800 East.. 26th street,
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wi thin the Vernon Redevelopment Proj ect Area" in
(hereinafter the; "Property 11
C. CITY, 'AGENCY and. COMPANYhavea,greed):h.ai:.,theAGENCY
will provide a credit not to exceed EIGHTY 'THOUSAND DOLLARS AND NO
CENTS ($80,000.00) against future electric bills.durfrig the first
twelve (12) months of operation in order to pay for the
reconstruction and rehabilitation of electrical facilities to
serve the machinery which will be relocated from the COMPANY's
facility in the City of Bell to the Property in CITY.
D. CITY is a chartered municipal corporation of the
State of California that owns and operates a/system for the
generation, purchase, transmission, distribution, and sale of
electric capacity and energy. CITY serves electricity to
consumers at retail from the CITY's distribution system located
within its municipal boundaries; and.
E. The AGENCY was created by the CITY in 1986 in order
to assist in the redevelopment of blighted areas and to support
the reconstruction and rehabilitation of real property and
buildings located in the Project Area; and
F. COMPANY has agreed to relocate its manufacturing
business to the Property in the CITY and agrees to purchase
electricity (capacity and energ.y) from CITY for use in its
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23 industrial process to be conducted by said customer at the
24 Prop~rty for the next seven (7) years in consideration for the
25 CITY providing said credit.
26 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
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1. EFFECTIVE DATE AND OBLIGATIONS.
,TherAgreemen t/sha 11.be/faffecti.ye_c>.n<"tl:le.dCl't:.,~!i;pf'!ii,;t!;>
execution. The obliga.tionsof the CITY and COMPANY to pur-chase
and sell electricity service hereunder-will start on-theda.te
COMPANY begins operation of its manufacturing business on the
Property (hereinafter "Date of operation"), but which in no event
shall be later than six (6) months following the execution of this
Agreement. This Agreement and the obligations hereunder shall
expire seven (7) years after the Date of Operation unless an Event
of Default occurs.
A During the term of this Agreement, CITY will
supply, and COMPANY will purchase, the full requirements of the
COMPANY for electricity at the Property. COMPANY will not itself
generate electricity or otherwise obtain any electricity from any
source other than the CITY.
B. AGENCY shall pay CITY on COMPA~Y's behalf a
credit not to exceed EIGHTY THOUSAND DOLLARS ($80,000.00) for
electrical service used by COMPANY during the first twelve (12)
months only following the Date of Operation. This credit
obligation will terminate after said period and any unused credit
will be canceled. Said credit shall be granted on a monthly basis
not to exceed fifty percent (50%) of each month's electrical
billing. Said credit shall be deemed a loan by the AGENCY to the
COMPANY and shall accrue interest at the rate of five and one-half
percent (5 1/2%) per year compounded monthly, which loan and
interest shall be forgiven on a proportional basis during the
eighty-four (84) month term of the Agreement upon fulfillment of
the terms and conditions of this Agreement. Any Event of Default
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as set forth in section 4 hereof shall cause AGENCY's credit
obI igation..to....termina te. In. such Ev~nt(JfD~tau~~,~Ci.y.S()t':.~~X.~~..:J.f:.
repay to AGENCY for the amount of any credit previotlsly.adY<:i.l1.ped.
plus interest on a proportional for the remainder of:.theeigh}:.y.....,.
four (84) month term.
2. CONDITION PRECEDENT TO ELECTRICAL SERVICE CREDIT.
AGENCY's obligation to provide the electrical service
credit is subject to the following conditions:
A. Prior to the Date of operation, COMPANY shall
10 have delivered to AGENCY and CITY, a fully executed copy of this
11 Agreement and the Commercial Loan Agreement, which is being
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13 B. COMPANY shall have delivered to AGENCY and CITY
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15 COMPANY shall be in full compliance with said Agreement.
16 C. COMPANY shall have relocated all of its equipment
17 and inventory from its current location in the city of Be11 to the
18 Property.
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D. COMPANY shall have obtained and paid for all
20 necessary local and state licenses and permits for operation of
21 its manufacturing business including city of Vernon building,
22 electrical and mechanical permits, health permit, certificate of
23 occupancy, business license, etc.
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E. COMPANY shall have paid for all electrical
25 services used during the relocation period prior to the Date of
26 Operation and shall notify AGENCY and CITY in writing of the Date
27 of Operation and shall have paid for the reconstruction and
28 rehabilitation of the electrical service facilities.
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. 3 . PRESENTATIONS AND WARRANTIES.
COMPANY . representstCand;-;wa:rraritstha t
A. COMPANYisa corporation -duly organized and
existing under the laws of the state of California with its
principal place of business at 5300 Lindbergh Lane, Bell, CA
90201.
B. COMPANY and/or CPLLC has the power to own
property and to carryon business as it is now being conducted.
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COMPANY is duly qualified and authorized to do
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13 D. COMPANY has full power and authority (corporate
14 and other) to execute and deliver this Agreement and to perform
15 ) and observe the terms and provisi9nS of this Agreement.
16 E. All corporate action by COMPANY, its directors or
17 stockholders, necessary for the authorization, execution,
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21 said agr~ement.
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business and is in good standing in every state, country, or other
jurisdiction in which the nature of its business and propert~es
delivery, and performance of this Agreement has been duly taken.
F. The officers of COMPANY executing this Agreement
are duly and properly in office and fully authorized to execute
G. This Agreement has been duly authorized,
executed, and delivered by COMPANY, and is a legal, valid, and
binding agreement of COMPANY, enforceable against it in accordance
with its terms.
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There is no charter, bylaw, or capital stock
provision of COMPANY, and no provision of any indenture or
agreement, written or oral, to which COMPANY is a party or under
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which COMPANY is obligated, nor is there any statute, rule, or
regulation,. or. anyjudgmeI1t,.de8F~e:,.,i;"g.:r;;.!!~~e~Fqf> (iny court or
agency binding on ,COMPANY which wguldbecontravened by the
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execution and delivery of this Agreement.'
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All financial statements, information, and other
6 data furnished by COMPANY to AGENCY and CITY are complete and
7 correct, have been prepared in accordance with generally accepted
8 accounting principles and practices consistently applied. Such
9 financial statements, information, and data accurately and fairly
10 represent the financial condition and results of operations of
11 COMPANY as of the date shown thereon. Since that date there has
12 been no material adverse change' in COMPANY's financial condition
13 or results of operations sufficient to impair COMPANY's ability to
14 perform the terms of this Agreement. COMPANY has no contingent
15 obligations, liabilities for taxes, or other outstanding financial
16 obligations which are material in the aggregate, except as
17 disclosed in such financial statements,' information, and data.
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4. EVENTS OF DEFAULT.
19 The occurrence of any of the events set forth below (an
20 Event of Default) shall be grounds for AGENCY to terminate its
21 obligation to make or continue to provide credit for electric
22 bills during the first twelve (12) months of operation, at the
23 option of AGENCY or to demand repayment of all the credit advanced
24 prior to such default. AGENCY shall give COMPANY ten (10) days
25 written notice of any Event of Default and request that COMPANY
26 cure said Default. The termination of the credit obligation by
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AGENCY will not terminate the obligation of COMPANY under section
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1.A until COMPANY has repaid AGENCY for any credit amounts'
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B. This Agreement shall bind and inure to the
benefit of the parties and their respective successors and
assigns; provided, however, that COMPANY shall not assign this
Agreement or any of its rights, duties, or obligations without the
prior written consent of AGENCY and CITY.
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.C. No delay or omission to exercise any right,
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power; or remedy accruing to a.party on any.breachordefault of
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the other party under this Agreement shall impair .any such right,
power, or remedy, nor shall it be construed to be a waiver of any
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such breach or default, or an acquiescence in such breach or
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default, or waiver of or acquiescence in any similar breach or
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default occurring later; nor shall any waiver of any single breach
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or default be considered a waiver of any other prior or subsequent
9 breach or default. Any waiver, permit, consent, or approval of
10 any kind by a party of any breach or default under this Agreement,
11 or any waiver of any provision or condition of this Agreement,
12 must be in writing and shall be effective only to the extent
13 specifically set forth in that writing. All remedies, either
14 under this Agreement or bylaw or otherwise afforded to a party,
15 shall be cumulative and not alternative.
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D. In the event of any legal action or suit in
17 relation to this Agreement or any note or other instrument
18 required under this Agreement, or in the event that a party incurs
19 any legal expense in protecting its rights under this Agreeme~t or
20 under any security agreement in any legal proceeding, the other
21 party, in addition to all other sums which such party may be
22 called on to pay, if the other party prevails in such action, will
23 pay the other party a reasonable sum for attorney's fees and all
24 other legal costs and expenses.
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6. BINDING EFFECT.
26 This Agreement shall be binding on and inure to the
27 benefit of and be enforceable by the parties to it and their
28 respective successors, assigns, spouses, heirs, and personal and
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legal representatives.
7. SEVERABILITY.
If any portion of this Agreement shall beheld by a court
of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable
to the fullest extent permitted by law. Furthermore, to the
fu11est extent possible, the provisions of this Agreement
(including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or enforceable)
shall be construed so as to give effect to the intent manifested
by the provision held invalid, void, or unenforceable.
8 . GOVERNING LAW.
This Agreement shall be governed by and construed and
enforced in acco~dance with the laws of the State of California.
9. ENTIRE AGREEMENT.
This agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect
to the subject hereof and contains all of the covenants and
agreements between the parties with respect to said matter. Each
party to this agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement,
statement, or promise not contained in this agreement, except for
the Commercial Loan Agreement, shall be valid or binding. Any
modification of this agreement will be effective only if it is in
writing signed by the party to be charged.
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IN WITNESS WHEREOF, the parties to this Agreement have
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executed this Agreement by their dulyauthoriz~d officers
effective as of the day and year first above written.
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CITY OF VERNON
BY: ~~
--- LEONIS C. MAL RG, Ma or .
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ATTEST: /:
BY: A---? ~
BRUCE V. MALKENHORST,
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APPROVED AS TO FORM:
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BY: \)0..-7-) ~ I \~/\~/
DAVID B. BR ARLEY, City A orney
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REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
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~~~/~~~ct::2n'
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BRUCE V. MALKENHORST, Secretary
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APPROVED AS TO FORM:
BY : \) ,;) .-:J; '~ I \~ /'c---'~.' 0 ry
DAVID B. BREARLEY, Leg~counsel
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GRAND PACKAGING, INC.
A California corporation dba
~OMMAND PAC~~GING
BY: 1;C:G~ rJ1 .~V1~r-ta
Peter M. Grande, Presldent
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