Resolution No. 6707
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RESOLUTION NO. 6707
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF AN ELECTRICAL SERVICE AGREEMENT
BY AND BETWEEN THE CITY OF VERNON, THE
REDEVELOPMENT AGENCY OF THE CITY OF VERNON AND
DOUGLAS STEEL SUPPLY COMPANY
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7 WHEREAS, Douglas Steel supply Company ("Company") is a
8 distributor of steel products currently located at 5232 Alcoa
9 Avenue in the City of Vernon, California, and operates a steel
10 rolling mill at 3185 Washington Boulevard in the City of Los
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12 Avenue in the City of Vernon (hereinafter the "Property"); and
13 WHEREAS, Company has purchased the Property located in
14 the Redevelopment Project Area in the city of Vernon; and
15 WHEREAS, the City of Vernon, the Redevelopment Agency of
16 the City of Vernon ("Agency") and Company have agreed that (i) the
17 Agency will relocate the power poles in front of the Property;
18 (ii) the city of Vernon will provide power lines and appurtenant
19 equipment up to the electrical meter on the Property and Company
20 will install the pad, vault, and conduit, (iii) Company will
21 relocate its steel rolling mill to the Property in the City of
22 Vernon, and (iv) Company will purchase all of its electricity
23 (capacity and energy) from the City of Vernon for use in its
24 business at the Property for the next seven (7) years in
25 consideration for the terms and conditions of the Agreement; and
26 WHEREAS, the City of Vernon, the Agency and the Company
27 intend to enter into an Electrical Service Agreement to establish
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the city of Vernon
hereby finds and determines that the recitals contained
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hereinabove are true and correct.
SECTION 2: The City Council of the City of Vernon
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hereby approves the Electrical Service Agreement, a copy of which
has been presented to the City Council concurrently with this
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resolution, and the City Council hereby orders said Agreement to
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be received and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon
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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
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 19th day of December, 1995.
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ATTE~
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BRUCE V. MALKENHORST, city Clerk
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
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Resolution No. 6707, was duly adopted by the City Council of the
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City of Vernon at a regular meeting of the City Council duly held
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on Tuesday, December 19, 1995, and thereafter was duly signed by
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the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
(SEAL)
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EXECUTION COpy
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ELECTRICAL SERVICE AGREEMENT
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THIS ELECTRICAL SERVICE AGREEMENT is made, entered into
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and executed in triplicate originals, each copy of which may be
considered and used as the original hereof for all purposes, as of
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this o??
day of a'}...f!,.("'...P?T'h, 1995,
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BY AND AMONG
THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "CITY"),
4305 Santa Fe Avenue
Vernon, California, 90058
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AND
THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "AGENCY"),
4305 Santa Fe Avenue
Vernon, California, 90058
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DOUGLAS STEEL SUPPLY CO., a
California corporation
(hereinafter referred to as
"COMPANY") ,
5232 Alcoa Avenue
Vernon, CA90058
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RECITALS
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AGENCY, CITY and COMPANY enter into this Electrical
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Service Agreement (hereinafter "Agreement") in recognition of, and
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concurrence in, the following:
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A. COMPANY is a distributor of steel products at 5232
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Alcoa Avenue in the City of Vernon, California, and operates a
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steel rolling mill currently located at 3185 Washington Boulevard
in the City of Los Angeles, California, and intends to relocate
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both facilities to 5764 Alcoa Avenue in the City of Vernon.
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B. COMPANY has purchased the parcel of property located
at 5764 Alcoa Avenue within the Vernon Redevelopment Project Area
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in the City of Vernon (hereinafter the "Propertyn).
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C. CITY, AGENCY and COMPANY have agreed that CITY and
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AGENCY shall relocate the power poles in front of the property and
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will install all power lines and app~rtenant electrical equipment
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and structures up to the electrical meter on the Property.
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D. CITY is a chartered municipal corporation of the
state of California that owns and operates a system for the
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generation, purchase, transmission, distribution, and sale of
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electric capacity and energy.
CITY serves electricity to
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consumers at retail from CITY's distribution system located within
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its municipal boundaries; and
E. AGENCY was created by 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
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located in the Project Area; and
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F. COMPANY has agreed to relocate its distribution and
manufacturing businesses to the Property in CITY and agrees to
purchase electricity (capacity and energy) from CITY for use in
its industrial process to be conducted by said customer at the
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Property for the next seven (7) years in consideration of the
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terms of this Agreement.
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NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
SET FORTH HEREIN:
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1. EFFECTIVE DATE AND OBLIGATIONS.
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The Agreement shall be effective on the date of
execution. The obligations of CITY and COMPANY to purchase and
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sell electricity service hereunder will start on the date COMPANY
begins operation of its businesses on the Property (hereinafter
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"Date of Operation"), but which in no event shall be later than
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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
COMPANY for electricity at the Property. COMPANY will not itself
generate electricity or otherwise obtain any electricity from any
source other than CITY, except in an emergency, in which case
reasonable efforts will be made to obtain the consent of CITY in
advance.
B. AGENCY and CITY will perform the following
obligations:
(1) AGENCY shall pay the cost for relocating
four power poles, replacement of one pole, and removal of one pole
along Alcoa Avenue and adjacent to the Property in an amount
estimated at Sixty-two Thousand Dollars and No Cents ($62,000.00).
(2) CITY will enter into a contract for the
relocation of said poles, which relocation shall take place not
later than six (6) months from the effective date of this
Agreement.
(3) CITY will install all power lines and
appurtenant electrical equipment up to the meter on the Property
at CITY's cost which is estimated to be Eighteen Thousand Dollars
and No Cents ($18,000.00).
C. COMPANY will perform the following obligations:
(1) COMPANY shall purchase all of its electrical
requirements from CITY and from no other source for a period of
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seven (7) years.
(2) COMPANY shall install the pad, vault, and
conduit for the electrical service.
(3) COMPANY shall not relocate its facilities
outside the City of Vernon for seven (7) years.
D. In case of an Event of Default as set forth in
section 4 hereof, (1) AGENCY's and CITY's obligations hereunder
shall terminate, and (2) COMPANY will repay with interest to
AGENCY and/or CITY a pro rata share of any amounts previously
advanced for relocating the power poles and extending the
electrical services. Such repaYment shall be reduced
proportionally for the remainder of the eighty-four (84) month
term.
2. CONDITIONS PRECEDENT.
AGENCY's and CITY's obligations under this Agreement are
subject to the following conditions:
A. Prior to the Date of Operation, COMPANY shall
have delivered to AGENCY and CITY, a fully executed copy of this
Agreement.
B. COMPANY shall have obtained and paid for all
necessary local and state licenses and permits for operation of
its business including City of Vernon building, electrical and
mechanical permits, health permit, certificate of occupancy,
business license, etc.
C. COMPANY shall have paid for all electrical
services used during the relocation period prior to the Date of
Operation and shall notify AGENCY and CITY in writing of the Date
of Operation.
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3. REPRESENTATIONS AND WARRANTIES.
COMPANY represents and warrants that:
A. COMPANY is a corporation duly organized and
existing under the laws of the state of California with its
principal place of business at 5232 Alcoa Avenue, Vernon, CA
90058.
B. COMPANY has the power to own property and to
carryon business as it is now being conducted.
C. COMPANY is duly qualified and authorized to do
business and is in good standing in every state, country, or other
jurisdiction in which the nature of its business and properties
makes such qualification necessary.
D. COMPANY has full power and authority (corporate
and other) to execute and deliver this Agreement and to perform
and observe the terms and provisions of this Agreement.
E. All corporate action by COMPANY, its directors or
stockholders, necessary for the authorization, execution,
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
said agreement.
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.
H. 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 any judgment, decree, or order of any court or
agency binding on COMPANY which would be contravened by the
execution and delivery of this Agreement.
I. All financial statements, information, and other
data furnished by COMPANY to AGENCY and CITY are complete and
correct, have been prepared in accordance with generally accepted
accounting principles and practices consistently applied. Such
financial statements, information, and data accurately and fairly
represent the financial condition and results of operations of
COMPANY as of the date shown thereon. since that date there has
been no material adverse change in COMPANY's financial condition
or results of operations sufficient to impair COMPANY's ability to
perform the terms of this Agreement. COMPANY has no contingent
obligations, liabilities for taxes, or other outstanding financial
obligations which are material in the aggregate, except as
disclosed in such financial statements, information, and data.
4 . EVENTS OF DEFAULT.
The occurrence of any of the events set forth below (an
Event of Default) shall be grounds for CITY and AGENCY to
terminate their obligations under this Agreement and, at the
option of CITY and AGENCY, to demand repayment of all the
advances. COMPANY shall be given ten (10) days written notice of
any Event of Default with a request that COMPANY cure said
Default. The termination of the obligations of CITY and AGENCY
will not terminate the obligation of COMPANY under Section 1.A
until COMPANY has repaid CITY and AGENCY for any costs incurred
pursuant to this Agreement. Each of the following shall
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constitute an Event of Default:
A. If any representation or warranty by COMPANY in
this Agreement proves to be false or misleading in any material
respect at the time made.
B. If COMPANY relocates outside the city of Vernon.
C. If COMPANY ceases taking its full requirement of
electric service during the term hereof.
D. If COMPANY breaches or defaults under any
material term, condition, provision, representation, or warranty
in this Agreement, if that breach or default shall continue for
ten (10) days after notice of the breach or default to COMPANY
from AGENCY, whichever is later.
5. MISCELLANEOUS PROVISIONS.
A. Any communications between the parties or notices
provided for in this Agreement may be given by mailing them, first
class, postage prepaid, to AGENCY and CITY or to COMPANY at the
respective address first above indicated, or to such other address
as any party may indicate to the other in writing after the date
of this Agreement.
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.
C. No delay or omission to exercise any right,
power, or remedy accruing to a party on any breach or default of
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
default, or waiver of or acquiescence in any similar breach or
default occurring later; nor shall any waiver of any single breach
or default be considered a waiver of any other prior or subsequent
breach or default. Any waiver, permit, consent, or approval of
any kind by a party of any breach or default under this Agreement,
or any waiver of any provision or condition of this Agreement,
must be in writing and shall be effective only to the extent
specifically set forth in that writing. All remedies, either
under this Agreement or by law or otherwise afforded to a party,
shall be cumulative and not alternative.
D. In the event of any legal action or suit in
relation to this Agreement or in the event that a party incurs any
legal expense in protecting its rights under this Agreement or in
any legal proceeding, the other party, in addition to all other
sums which such party may be called on to pay, if the other party
prevails in such action, will pay the other party a reasonable sum
for attorney's fees and all other legal costs and expenses.
6. BINDING EFFECT.
This Agreement shall be binding on and inure to the
benefit of and be enforceable by the parties to it and their
respective successors, assigns, spouses, heirs, and personal and
legal representatives.
7. SEVERABILITY.
If any portion of this Agreement shall be held 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
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fullest 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 accordance 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 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
executed this Agreement by their duly authorized officers
effective as of the day and year first above written.
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CITY OF VERNON
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BY: ~ #
/~. ~ /' ~ONIS c. ~BURG, Mayor
:~ES~ /ftt'~??r
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
BY: \\~ "!-U" ~ J\ ,,~ 01/
~BREARLE{,~ttorney
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REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
BY: ~t.~'U.-~_/
..........~IS c. MALBuiai, chai~n.
:~ES/e ~ L~~
BRUCE V. MALKENHORST, Secretary
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DOUGLAS STEEL, SUPPLY COMPANY
A Ca ifo~orporation
as stein, Pres1dent
BY:
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12/96
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