Resolution No. 7642r
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RESOLUTION NO. 7642
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 R.B.R. MEAT CO., INC.
WHEREAS, R.B.R. Meat Co., Inc. ("Company") is a meat packer
which operates a beef boning plant currently located at 5151 Alcoa
Avenue in the City of Vernon, California, and another meat processing
[facility in Torrance, California; and
WHEREAS, Company's parent=, RRR Real Estate LLC ("RRR"),
recently purchased property in the City of Vernon, California
(hereinafter referred to as the "Property"), which is located within
the Vernon Industrial Redevelopment Project Area; and
WHEREAS, RRR controls several meat packing companies, among
them R.B.R. Meat Co., Inc., Rite -Way Meat Packers, Inc. and Rose -Store
Meat Co., Inc.; and
WHEREAS, RRR, Company and its affiliates relocated its
operations to the Property in order to develop it into a food
processing and distribution facility, thereby increasing the value of
the Property and creating new employment opportunities within the City
of Vernon and the Vernon Industrial Redevelopment Project Area; and
WHEREAS, Company's expansion and investment in the facility
required the installation of new electrical service facilities in order
to serve the new facility and said increase in electrical service
facilities will cause Company to use an increased amount of
electricity; and
WHEREAS, the City of Vernon, the Redevelopment Agency of the
City of Vernon and Company intend to enter into an Electrical Service
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Credit Agreement to establish the terms and conditions for Company (i)
to receive a credit against future electric bills during the first
twelve (12) months after October 1, 2000, in order to reimburse the
Company for a portion of 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;
land
WHEREAS, the relocation of Company's food processing and
distribution facility to the Property and the installation of new
electrical service facilities in order to serve Company's new facility
will contribute to the implementation of the redevelopment program for
the City of Vernon, will contribute to the redevelopment of the project
area, and will benefit the health, safety, and public welfare of the
City of Vernon; and
WHEREAS, by letter dated October 11, 2000, the City
Administrator/City Clerk has recommended the approval of the Electrical
Service Credit Agreement.
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 hereby
finds and determines 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 is
attached hereto as Exhibit "A" and made a part hereof.
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 Council of the City of Vernon hereby
directs the City Clerk, or his designee, to transmit one fully executed
Agreement to:
R.B.R. Meat Co., Inc.
Attn: Irwin Miller, President
5151 Alcoa Avenue
Vernon, CA 90058
SECTION 5: 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 17th day of October, 2000.
ATTES
BRUCE V. MALKENHORST, City Clerk
IS C . MALBUPG ,
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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.
7642, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Tuesday,
October 17. 2000, and thereafter was duly signed by the Mayor of the
City of Vernon.
BRUCE V. MALKENHORST, City Clerk
(SEAL)
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EXHIBIT
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ELECTRICAL SERVICE CREDIT AGREEMENT
THIS ELECTRICAL SERVICE CREDIT AGREEMENT is made, entered into and
executed in triplicate originals, any copy of which may be considered
and used as the original hereof for all purposes, as of this day
of October, 2000,
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as the "CITY"),
4305 Santa Fe Avenue
Vernon, CA 90058
AND THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON, a public body,
corporate and politic
(hereinafter referred to as the
"AGENCY"),
4305 Santa Fe Avenue
Vernon, CA 90058
AND R.B.R. MEAT CO., INC.
(hereinafter referred to as
"COMPANY"),
5151 Alcoa Avenue
Vernon, CA 90058
RECITALS
AGENCY, CITY and COMPANY enter into this Electrical Service
Credit Agreement (hereinafter referred to as the "Agreement") in
recognition of, and concurrence in, the following:
A. COMPANY is a meat packer which operates a beef boning
plant, currently located at 5151 Alcoa Avenue in the City of Vernon,
California, and another meat processing facility in Torrance,
California.
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B. COMPANY's parent, RRR Real Estate LLC (hereinafter
referred to as "RRR"), recently purchased property in the City of
Vernon, California (hereinafterr referred to as the "Property"), which
is located within the Vernon Industrial Redevelopment Project Area
(hereinafter referred to as the "Project Area").
C. RRR controls several meat packing companies, among them
IR.B.R. Meat Co., Inc., Rite -Way Meat Packers, Inc. and Rose -Store Meat
Co., Inc.
D. RRR, COMPANY and its affiliates relocated its operations
to this Property in order to develop it into a food processing and
distribution facility, thereby increasing the value of the Property and
creating new employment opportunities within the Project Area.
E. COMPANY's expansion and investment in the facility
required the installation of new electrical service facilities in order
to serve the new facility.
F. COMPANY and its affiliates presented a request to the CITY
in March of 1999, for financial assistance in meeting the cost of
installing these new electrical service facilities, and since that
time, COMPANY, CITY and AGENCY have engaged in discussions concerning
what form such assistance might take.
G. CITY has conducted a due diligence examination of the
expenses incurred by COMPANY in installing the new electrical service
facilities.
H. CITY, AGENCY and COMPANY have agreed that the AGENCY will
provide a credit of sixty percent (60%) of the demand charge portion of
the electrical bill during the first twelve (12) months after
October 1, 2000, in order to reimburse the COMPANY for a portion of the
reconstruction and rehabilitation of electrical facilities to _serve
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Ithe new processing equipment which will be located at the COMPANY
facilities (hereinafter referred to as "Credit").
I. 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
J. 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
K. COMPANY agreed to make investments in additional
processing equipment in the CITY and agrees to purchase electricity
(capacity and energy) from CITY for use in its industrial meat packing
process to be conducted at the Property for the next seven (7) years in
consideration for the CITY providing said Credit.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. EFFECTIVE DATE AND OBLIGATIONS.
The Agreement shall be effective on the date of execution.'
The obligations of the CITY and COMPANY to purchase and sell
electricity service pursuant to the terms of this Agreement will begin
on the first day of the month immediately following the execution of
this Agreement. This day will hereinafter be referred to as "Date of
Operation." This Agreement and the obligations hereunder shall expire
seven (7) years after the Date of Operation, unless an Event of Default
occurs.
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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 COMPANY's behalf a Credit of
sixty percent (60%) of the demand charge portion of the electricity
bill for electrical service used by COMPANY for twelve (12) months from
October 1, 2000. This Credit obligation will terminate after said
period. Said Credit shall be granted on a monthly basis. Said Credit
shall be deemed a loan by the AGENCY to the COMPANY and shall accrue
interest at the rate of five percent (5%) 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.
C. COMPANY will perform the following obligations:
(1) During the first twelve (12) months following
October 1, 2000, COMPANY will pay CITY the difference between its
total electricity bill and the sixty percent (60%) of the demand charge
Credit paid to the CITY by the AGENCY.
(2) COMPANY will purchase all of its electrical
requirements from CITY and from no other source for a period of seven
(7) years from the date this Agreement is fully executed.
(3) COMPANY shall not relocate its facilities
outside the City of Vernon for seven (7) years -from the date this
Agreement is fully executed.
D. Any Event of Default as set forth in Section 4 hereof
Ishall cause AGENCY's and CITY's obligations hereunder to terminate. Ini
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such Event of Default, COMPANY will repay to AGENCY for the amount of
any Credit previously advanced plus interest on a proportional basis
for the remainder of the eighty-four (84) month term.
2. CONDITION PRECEDENT TO ELECTRICAL SERVICE CREDIT.
AGENCY's and CITY's obligations under this Agreement are
subject to the following conditions:
A. COMPANY shall have delivered to AGENCY and CITY, a
fully executed copy of this Agreement.
B. COMPANY shall have installed all of its new equipment
and begun operation of said new equipment.
C. COMPANY shall have obtained and paid for all necessary',
local and state licenses and permits for operation of its food
processing business including, but not limited to, City of Vernon
building, electrical and mechanical permits, health permit, certificate',
of occupancy, business license.
D. COMPANY shall have paid for all electrical services
used during the prior period and shall have paid for the reconstruction)
and rehabilitation of the electrical service facilities.
3. PRESENTATIONS 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 5151 Alcoa Avenue, Vernon, California.
B. COMPANY has the power to own property and to carry on
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
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(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
1performance 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 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
1 Agreement. COMPANY has no contingent obligations, liabilities for
2 taxes, or other outstanding financial obligations which are material in
3 the aggregate, except as disclosed in such financial statements,
4 information, and data.,
5 4. EVENTS OF DEFAULT.
6 The occurrence of any of the events set forth below (an Event
7 of Default) shall be grounds for CITY and/or AGENCY to terminate their
8 obligations under this Agreement and, at the option of CITY and/or
9 AGENCY, to demand repayment of all the Credit advanced prior to such
10 default. COMPANY shall be given ten (10) days written notice of any
11 Event of Default and request that COMPANY cure said Default. The
12 termination of the obligations of CITY and AGENCY under this Agreement
.13 will not terminate the obligation of COMPANY under Section 1.A until
14 COMPANY has repaid AGENCY for any Credit amounts previously advanced.
15 Each of the following shall constitute an Event of Default:
16 A. Any representation or warranty by COMPANY in this
17 Agreement proves to be false or misleading in any material respect at
18 the time made.
19 B. If COMPANY relocates outside the City of Vernon.
20 C. If COMPANY ceases taking its full requirement of
21 electric.service during the term hereof.
22 D. If COMPANY breaches or defaults under any material
23 term, condition, provision, representation, or warranty in this
24 Agreement, if that breach or default shall continue for ten (10) days
25 after its occurrence, or after notice of the breach or default to
26 COMPANY from CITY or AGENCY, whichever is later.
27 5. MISCELLANEOUS PROVISIONS.
28 A. Any communications between the parties or notices
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1 provided for in this Agreement may be given by mailing them, first
2 class, postage prepaid, to AGENCY and CITY or to COMPANY at the address
3 first above indicated, or to such other address as any party may
4 indicate to the other in writing after the date of this Agreement.
5 B. This Agreement shall bind and inure to the benefit of
6 the parties and their respective successors and assigns; provided,
7 however, that COMPANY shall not assign this Agreement or any of its
8 rights, duties, or obligations without the prior written consent of
9 AGENCY and CITY.
10 C. No delay or omission to exercise any right, power, or
11 remedy accruing to a party on any breach or default of the other party
.12 under this Agreement shall impair any such right, power, or remedy, nor
13 shall it be construed to be a waiver of any such breach or default, or
14 an acquiescence in such breach or default, or waiver of or acquiescence
15 in any similar breach or default occurring later; nor shall any waiver
16 of any single breach or default be considered a waiver of any other
17 prior or subsequent breach or default. Any waiver, permit, consent, or
18 approval of any kind by a party of any breach or default under this
19 Agreement, or any waiver of any provision or condition of this
20 Agreement, must be in writing and shall be effective only to the extent
21 specifically set forth in that writing. All remedies, either under
22 this Agreement'or by law or otherwise afforded to a party, shall be
23 cumulative and not alternative.
24 D. In the event of any legal action or suit in relation
25 to this Agreement or any note or other instrument required under this
26 Agreement, or in the event that a party incurs any legal expense in
27 protecting its rights under this Agreement or under any security
28 agreement in any legal proceeding, the other party, in addition to all
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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. 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 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.
7. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California.
8. 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 any representations, inducements, promises,
statements or agreements, orally or otherwise, that have been made by
any party, or anyone acting on behalf of any party, which are not
contained in this Agreement shall not 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.
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.
CITY OF VERNON
ATTEST:
BY:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
BY:
. EDUARDO OLIVO, City Attorney
ATTEST:
BY:
BRUCE V. MALKENHORST, Secretary
APPROVED AS TO FORM:
BY:
EDUARDO OLIVO, Legal Counsel
BY:
.LEONIS C. MALBURG, Mayor
REDEVELOPMENT AGENCY OF THE CITY OF
VERNON
BY:
LEONIS C. MALBURG, Chairman
R.B.R. MEAT CO., INC.
BY • P'4-w
IRWIN MILLER, President
BY: to
P� (S
Print Name Print Title
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SUPPORTING
DOCUMENTS
ELECTRICAL SERVICE CREDIT AGREEMENT
THIS ELECTRICAL SERVICE CREDIT AGREEMENT is made, entered into and
executed in triplicate originals, any copy of which may be considered
and used as the original hereof for all purposes, as of this day
of October, 2000,
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as the "CITY"),
4305 Santa Fe Avenue
Vernon, CA 90058
AND THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON, a public body,
corporate and politic
(hereinafter referred to as the
"AGENCY"),
4305 Santa Fe Avenue
Vernon, CA 90058
AND R.B.R. MEAT CO., INC.
(hereinafter referred to as
"COMPANY"),
5151 Alcoa Avenue
Vernon, CA 90058
RECITALS
AGENCY, CITY and COMPANY enter into this Electrical Service
Credit Agreement (hereinafter referred to as the "Agreement") in
recognition of, and concurrence in, the following:
A. COMPANY is a meat packer which operates a beef boning
plant, currently located at 5151 Alcoa Avenue in the City of Vernon,
California, and another meat processing facility in Torrance,
California.
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B. COMPANY's parent, RRR Real Estate LLC (hereinafter
referred to as "RRR"), recently purchased property in the City of
Vernon, California (hereinafter referred to as the "Property"), which
is located within the Vernon Industrial Redevelopment Project Area
(hereinafter referred to as the "Project Area").
C. RRR controls several meat packing companies, among them
R.B.R. Meat Co., Inc., Rite -Way Meat Packers, Inca and Rose -Store Meat
ICo., Inc.
D. RRR, COMPANY and its affiliates relocated its operations
to this Property in order to develop it into a food processing and
distribution facility, thereby increasing the value of the Property and
creating.new employment opportunities within the Project Area.
E. COMPANY's expansion and investment in the facility
required the installation of new electrical service facilities in order
to serve the new facility.
F. COMPANY and its affiliates presented a request to the CITY
in March of 1999, for financial assistance in meeting the cost of
installing these new electrical service facilities, and since that
time, COMPANY, CITY and AGENCY have engaged in discussions concerning
what form such assistance might take.
G. CITY has conducted a due diligence examination of the
expenses incurred by COMPANY in installing the new electrical service
Ifacilities.
H. CITY, AGENCY and COMPANY have agreed that the AGENCY will
provide a credit of sixty percent (60%) of the demand charge portion of
the electrical bill during the first twelve (12) months after
October 1, 2000, in order to reimburse the COMPANY for a portion of the
reconstruction and rehabilitation of electrical facilities to serve
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the new processing equipment which will be located at the COMPANY
facilities (hereinafter referred to as "Credit").
I. 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
J. 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
K. COMPANY agreed to make investments in additional
processing equipment in the CITY and agrees to purchase electricity
(capacity and energy) from CITY for use in its industrial meat packing
process to be conducted at the Property for the next seven (7) years in
consideration for the CITY providing said Credit.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. EFFECTIVE DATE AND OBLIGATIONS. r
The Agreement shall be effective on the date of execution.
The obligations of the CITY and COMPANY to purchase and sell
electricity service pursuant to the terms of this Agreement will begin
on the first day of the month immediately following the execution of
this Agreement. This day will hereinafter be referred to as ".Date of
Operation." This Agreement and the obligations hereunder shall expire
seven (7) years after the Date of Operation, unless an Event of Default
occurs.
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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 COMPANY's behalf a Credit of
sixty percent (60%) of the demand charge portion of the electricity
bill for electrical service used by COMPANY for twelve (12) months from
October 1, 2000. This Credit obligation will terminate after said
period. Said Credit shall be granted on a monthly basis. Said Credit
shall be deemed a loan by the AGENCY to the COMPANY and shall accrue
interest at the rate of five percent (5%) 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.
C. COMPANY will perform the following obligations:
(1) During the first twelve (12) months following
October 1, 2000, COMPANY will pay CITY the difference between its
total electricity bill and the sixty percent (60%) of the demand charge
Credit paid to the CITY by the AGENCY.
(2) COMPANY will purchase all of its electrical
requirements from CITY and from no other source for a period of seven
(7) years from the date this Agreement is fully executed.
(3) COMPANY shall not relocate its facilities
outside the City of Vernon for seven (7) years from the date this
Agreement is fully executed.
D. Any Event of Default as set forth in Section 4 hereof
shall cause AGENCY's and CITY's obligations hereunder to terminate. In
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such Event of Default, COMPANY will repay to AGENCY for the amount of
any Credit previously advanced plus interest on a proportional basis
for the remainder of the eighty-four (84) month term.
2. CONDITION PRECEDENT TO ELECTRICAL SERVICE CREDIT.
AGENCY's and CITY's obligations under this Agreement are
subject to the following conditions:
A. COMPANY shall have delivered to AGENCY and CITY, a
fully executed copy of this Agreement.
B. COMPANY shall have installed all of its new equipment
and begun operation of said new equipment.
C. COMPANY shall have obtained and paid for all necessary
local and state licenses and permits for operation of its food
processing business including, but not limited to, City of Vernon
building, electrical and mechanical permits, health permit, certificate
of occupancy, business license.
D. COMPANY shall have paid for all electrical services
used during the prior period and shall have paid for the reconstruction
and rehabilitation of the electrical service facilities.
3. PRESENTATIONS 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 5151 Alcoa Avenue, Vernon, California.
B. COMPANY has the power to own property and to carry on
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
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1 such qualification necessary.
2 D. COMPANY has full power and authority (corporate and
3 other) to execute and deliver this Agreement and to perform and observe
4 the terms and provisions of this Agreement.
5 E. All corporate action by COMPANY, its directors or
6 stockholders, necessary for the authorization, execution., delivery, and
7 performance of this Agreement has been duly taken.
8 F. The officers of COMPANY executing this Agreement are
9 duly and properly in office and fully authorized to execute said
10 Agreement.
11 G. This Agreement has been duly authorized, executed, and
12 delivered by COMPANY, and is a legal, valid, and binding agreement of
13 COMPANY, enforceable against it in accordance with its terms.
14 H. There is no charter, bylaw, or capital stock provision
15 of COMPANY, and no provision of any indenture or agreement, written or
16 oral, to which COMPANY is a party or under which COMPANY is obligated,
17 nor is there any statute, rule, or regulation, or any judgment, decree,
18 or order of any court or agency binding on COMPANY which would be
19 contravened by the execution and delivery of this Agreement.
20 I. All financial statements, information, and other data
21 furnished by COMPANY to AGENCY and CITY are complete and correct, have
22 been prepared in accordance with generally accepted accounting
23 principles and practices consistently applied. Such financial
24 statements, information, and data accurately and fairly represent the
25 financial condition and results of operations of COMPANY as of the date
26 shown thereon. Since that date, there has been no material adverse
27 change in COMPANY's financial condition or results of operations
28 sufficient to impair COMPANY's ability to perform the terms of this
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1 Agreement. COMPANY has no contingent obligations, liabilities for
2 taxes, or other outstanding financial obligations which are material in
3 the aggregate, except as disclosed in such financial statements,
4 information, and data.
5 4. EVENTS OF DEFAULT.
6 The occurrence of any of the events set forth below (an Event
7 of Default) shall be grounds for CITY and/or AGENCY to terminate their
8 obligations under this Agreement and, at the option of CITY and/or
9 AGENCY, to demand repayment of all the Credit advanced prior to such
10 default. COMPANY shall be given ten (10) days written notice of any
11 Event of Default and request that COMPANY cure said Default. The
12 termination of the obligations of CITY and AGENCY under this Agreement
13 will not terminate the obligation of COMPANY under Section 1.A until
14 COMPANY has repaid AGENCY for any Credit amounts previously advanced.
15 Each of the following shall constitute an Event of Default:
16 A. Any representation or warranty by COMPANY in this
17 Agreement proves to be false or misleading in any material respect at
18 the time made.
19 B. If COMPANY relocates outside the City of Vernon.
20 C. If COMPANY ceases taking its full requirement of
21 electric.service during the term hereof.
22 D. If COMPANY breaches or defaults under any material
23 term, condition, provision, representation, or warranty in this
24 Agreement, if that breach or default shall continue for ten (10) days
25 after its occurrence, or after notice of the breach or default to
26 COMPANY from CITY or AGENCY, whichever is later.
27 5. MISCELLANEOUS PROVISIONS.
28 A. Any communications between the parties or notices
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provided for in this Agreement may be given by mailing them, first
class, postage prepaid, to AGENCY and CITY or to COMPANY at the 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 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 any note or other instrument required under this
Agreement, or in the event that a party incurs any legal expense in
protecting its rights under this Agreement or under any security
agreement in any legal proceeding, the other party, in addition to all
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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. 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 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.
7. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California.
8. 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 any representations, inducements, promises,
statements or agreements, orally or otherwise, that have been made by
any party, or anyone acting on behalf of any party, which are not
contained in this Agreement shall not 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.
/// II
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IN WITNESS WHEREOF, the parties to this Agreement have
executed this Agreement by their duly authorized officers effective as
lof the day and year first above written.
ATTEST:
BY:
BRUCE V. MALKENHORST, City Clerk
APPROVEDAS TO FORM:
)
BY: 6ZqA.C"'11-t1
rQf,-
EDUARDO OLIVO, City --Attorney
CITY OF VERNON
BY:
EONIS C. MALAqRG, M yor
REDEVELOPMENT AGENCY OF THE CITY OF
VERNON
BY
L ONIS C. MALBG, Chairman
ATTEST:
BY:
BRUCE V. MALKENHORST, Secretary
APPROVED AS TO FORM:
« BY:
EDUARDO OLIVO, Lega ounsel
R.B.R. MEAT CO., INC.
BY: 4W Lfpa. PJL�
IRWIN MILLER, President
BY: -ciW(ti
Pr cs
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