Resolution No. 8342T
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RESOLUTION NO. 8342
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
UTILITY USE AGREEMENT BY AND AMONG THE CITY OF
VERNON, THE REDEVELOPMENT AGENCY OF THE CITY OF
VERNON AND KAL KAN FOODS, INC.
WHEREAS, the State of California in Revenue and Taxation Code
Section 5108 ("Section 5108") had enacted a property tax rebate program
to encourage the creation of jobs within the State by providing
incentives to local businesses who engage in manufacturing activities
in order°to strengthen the State's economy and expand opportunities for
its residents; and
WHEREAS, the Agency adopted Resolution No. RA-220 on
December 18, 2002, approving and authorizing the execution of the
Agreement for Rebate of Personal Property Tax Pertaining to the
Expansion of a Manufacturing Facility ("Rebate Agreement") after
receiving the necessary approvals from the Vernon City Council and the
Los Angeles County Board of Supervisors pursuant to Section 5108; and
WHEREAS, in accordance with the Rebate Agreement, Kal Kan
Foods, Inc. ("Kal Kan") is required to enter into an agreement to use
the City of Vernon's utilities for a continuous period of five (5)
years; and
WHEREAS, the City of Vernon desires to enter into a Utility
Use Agreement with the Agency and Kal Kan to establish the terms and
conditions under which Kal Kan will use and purchase electricity and
water services from the City of Vernon for a minimum of five (5)
continuous years; and
WHEREAS, by letter dated December 29, 2003, Bruce V.
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Malkenhorst, City Administrator/City Clerk, recommended that the
proposed Utility Use Agreement be approved and executed with Kal Kan.
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 Utility Use Agreement with Kal Kan, 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 Utility Use
Agreement for, and on behalf of, the City of Vernon.
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 7th day of January, 2004.
ATTEST:
A;
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALBUR , Mayor
wj
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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.
8342, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, January 7,
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
Y
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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UTILITY USE AGREEMENT
THIS UTILITY USE 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 January
2004
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "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
"AGENCY"),
4305 Santa Fe Avenue
Vernon, CA 90058
AND KAL KAN FOODS, INC., a Delaware
Corporation (hereinafter
referred to as "COMPANY"),
3250 44th Street
Vernon CA 90058
CITY, AGENCY and COMPANY enter into this Utility Use Agreement
(hereinafter referred to as the "Agreement") in recognition of, and
concurrence in, the following:
A. CITY is a chartered municipal corporation of the State of
California.
B. CITY owns, operates and provides various utility services
to the City's inhabitants, among them, electric and water service.
C. CITY is in the process of establishing gas and fiber optic
utility service for use by its inhabitants.
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D. CITY created AGENCY 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 AGENCY'S
Redevelopment Project Area (hereinafter referred to as the "Project
Area").
E. COMPANY is a manufacturer of dog and cat food and operates
a facility located at 3250 44th Street in the City of Vernon, California
(hereinafter "the Property").
F. COMPANY has expanded its manufacturing facility by
constructing a manufacturing facility in which pet food is packaged in
pouches.
G. COMPANY's facility, referred to as the Pouch Building, is
located within the Project Area.
H. COMPANY's expansion and investment in the facility created
over 56 new full time jobs at an hourly rate of $12.80 per hour and
added approximately $55,000 in new real estate revenue to the City
beyond abated business property taxes.
I. COMPANY presented a request to the AGENCY for Personal
Property Tax Rebate in accordance with Revenue and Taxation Code
Section 5108.
J. An Agreement for Rebate of Personal Property Tax
Pertaining to the Expansion of a Manufacturing Facility (hereinafter
referred to as the "Rebate Agreement") between AGENCY and COMPANY, was
approved by the Los Angeles County Board of Supervisors, the City
Council of the City of Vernon and the AGENCY.
K. As a condition of the Rebate Agreement, COMPANY agreed to
use and purchase CITY'S utilities (including electric, water, gas and
fiber optics) for use in its manufacturing facility for a period of
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five years.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. TERM OF THE AGREEMENT.
The Agreement shall be effective on the date of execution.
COMPANY shall use and purchase electricity and water services from
CITY. COMPANY shall use each of these services for a minimum period of
five years. The five-year period of use shall begin on the day that
the particular utility service is first provided and run for five
consecutive years. If an interruption in service should occur, the
number of days of the interruption in service will be added on the end
of the five-year service period.
2. ELECTRIC SERVICE.
A. 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 five (5) years after the Date of Operation, unless an
Event of Default occurs.
B. 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.
3. WATER SERVICE
A. The obligations of the CITY and COMPANY to purchase
and sell water service pursuant to the terms of this Agreement will
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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 five (5) years after the Date of Operation, unless an Event of
Default occurs.
B. During the term of this Agreement, CITY will supply,
and COMPANY will purchase, the full requirements of the COMPANY for
water at the Property. COMPANY will not obtain any water from any
source other than the CITY.
4. COMMUNICATION SERVICES.
A. COMPANY will consider purchasing communications
services from the CITY, once the CITY's Fiber Optic Communications
Infrastructure is completed and has proven to be a reliable alternative
to COMPANY's current provider. COMPANY is not making a commitment to
purchase such use, as communications services decisions can only be
made by COMPANY's Commercial Department.
5. PRESENTATTOMq AMn TA7hDDAA7mrv0
COMPANY represents and warrants that:
A. COMPANY is a corporation duly organized and existing
under the laws of the State of Delaware
B. COMPANY is duly qualified and authorized to do
business and is in good standing in the State of California and every
state, country, or other jurisdiction in which the nature of its
business and properties makes such qualification necessary.
C. COMPANY'S principal place of business in the State of
California is at 3250 44th Street, Vernon, California.
D. COMPANY has the power to own property and to carry on
business as it is now being conducted.
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E. 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.
F. All corporate action by COMPANY, its directors or
stockholders, necessary for the authorization, execution, delivery, and
performance of this Agreement has been duly taken.
G. The officers of COMPANY executing this Agreement are
duly and properly in office and fully authorized to execute said
Agreement.
H. 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.
I. 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.
6. NOTICE.
Communications between the parties to this Agreement or
notices to be provided herein may be given by mailing them, first
class, postage prepaid, to AGENCY and CITY or to COMPANY at the address
indicated above, or to such other address as any party may specify in
writing.
7. EVENTS OF DEFAULT AND TERMINATION.
The occurrence of any of the events set forth below (an
Event of Default) shall be grounds for CITY and/or AGENCY to terminate
their obligations under this Agreement and, at the option of AGENCY, to
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demand repayment of all the monies rebated to COMPANY under the Rebate
Agreement. COMPANY shall be given ten (10) days written notice of any
Event of Default and request that COMPANY cure said Default. If
COMPANY fails to cure the Default or if the breach or Default continues
for ten (10) days after the notice of Event of Default, whichever is
sooner, the Agreement shall terminate. The termination of the
obligations of CITY and AGENCY under this Agreement will not terminate
the obligation of COMPANY to repay AGENCY for all monies rebated to
COMPANY by AGENCY under the Rebate Agreement. Each of the following
Ishall constitute an Event of Default:
A. 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 ceases taking its full requirement of any
utility service during the term set for that particular utility usage.
C. If COMPANY breaches any material term, condition,
provision, representation, or warranty of this Agreement.
8. WAIVER.
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
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Agreement, must be in writing and shall be effective only to the extent
specifically set forth in that writing.
9. ENTIRE AGREEMENT.
With the exception of the Rebate Agreement, this Agreement
supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the provision of utility
service, and contains all of the covenants and agreements between the
parties with respect to said matter.
10. AMENDMENT_
All changes or modifications to this Agreement shall be in
writing and shall be signed by the parties or their duly authorized
agents. This Agreement shall not be modified through course of
dealing, usage or trade.
11. GOVERNING LAW.
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.
12. 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.
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13. BENEFIT OF AGREEMENT.
This Agreement shall bind and benefit the parties hereto
and their heirs, successors, and permitted assigns.
14. ASSIGNMENT AND SUBCONTRACTING.
No party to this Agreement may assign or subcontract any
right or obligation pursuant to this Agreement without the express
written consent of the other party. Any other attempted or purported
assignment of any right or obligation pursuant to this Agreement shall
be void and of no effect.
15. FORCE MAJEURE.
Neither party shall be considered to be in default in any
of its obligations under this Agreement when a failure of performance
shall be due to an uncontrollable force. The terms "uncontrollable
force" shall mean any cause beyond the control of the party affected,
including, but not restricted to, flood, earthquake, storm, fire,
lightening, epidemic, war, riot, civil disturbance or disobedience,
labor dispute, labor material shortage, sabotage, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes or the
United States Government or any other government, which by exercise of
due diligence such party could not reasonably have been expected to
avoid and by exercise to due diligence has been unable to overcome.
Either party rendered unable to fulfill any of its obligations under
this Contract by reason of an uncontrollable force, shall give written
notice within five (5) business days of such fact to the other party
and shall exercise due diligence to remove such inability with all
reasonable dispatch.
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16. ATTORNEY'S FEES.
In the event that it becomes necessary for either party to
this Agreement to enforce any of the provisions of this Agreement, the
parties agree that a court of competent jurisdiction may determine and
fix reasonable attorney's fees to be paid to the successful litigant.
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 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.
17. REMEDIES_
All remedies, either under this Agreement or by law or
otherwise afforded to a party, shall be cumulative and not alternative.
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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.
ATTEST:
BY:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
BY:
ERIC T. FRESCH, City Attorney
1ATTEST:
IBY:
BRUCE V. MALKENHORST, Secretary
APPROVED AS TO FORM:
IBY:
EDUARDO OLIVO, Legal Counsel
BY:
CITY OF VERNON
LEONIS C. MALBURG, Mayor
REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
BY:
LEONIS C. MALBURG, Chairman
KAL KAN FOODS, INC.
By:
Title:
By:
Title:
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SUPPORTING
DOCUMENTS
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UTILITY USE AGREEMENT
THIS UTILITY USE 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 r2+V1 day of January
2004
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "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
"AGENCY"),
4305 Santa Fe Avenue
Vernon, CA 90058
AND KAL KAN FOODS, INC., a Delaware
Corporation (hereinafter
referred to as "COMPANY"),
3250 44th Street
Vernon, CA 90058
CITY, AGENCY and COMPANY enter into this Utility Use Agreement
(hereinafter referred to as the "Agreement") in recognition of, and
concurrence in, the following:
A. CITY is a chartered municipal corporation of the State of
California.
B. CITY owns, operates and provides various utility services
to the City's inhabitants, among them, electric and water service.
C. CITY is -in the process of establishing gas and fiber optic
utility service for use by its inhabitants.
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D. CITY created AGENCY 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 AGENCY'S
Redevelopment Project Area (hereinafter referred to as the "Project
Area").
E. COMPANY is a manufacturer of dog and cat food and operates
a facility located at 3250 44th Street in the City of Vernon, California
(hereinafter "the Property").
F. COMPANY has expanded its manufacturing facility by
constructing a manufacturing facility in which pet food is packaged in
pouches.
G. COMPANY's facility, referred to as the Pouch Building, is
located within the Project Area.
H. COMPANY's expansion and investment in the facility created
over 56 new full time jobs at an hourly rate of $12.80 per hour and
added approximately $55,000 in new real estate revenue to the City
beyond abated business property taxes.
I. COMPANY presented a request to the AGENCY for Personal
Property Tax Rebate in accordance with Revenue and Taxation Code
Section 5108.
J. An Agreement for Rebate of Personal Property Tax
Pertaining to the Expansion of a Manufacturing Facility (hereinafter
referred to as the "Rebate Agreement") between AGENCY and COMPANY, was
approved by the Los Angeles County Board of Supervisors, the City
Council of the City of Vernon and the AGENCY.
K. As a condition of the Rebate Agreement, COMPANY agreed to
use and purchase CITY'S utilities (including electric, water, gas and
fiber optics) for use in its manufacturing facility for a period of
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five years.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. TERM OF THE AGREEMENT.
The Agreement shall be effective on the date of execution.
COMPANY shall use and purchase electricity and water services from
CITY. COMPANY shall use each of these services for a minimum period of
five years. The five-year period of use shall begin on the day that
the particular utility service is first provided and run for five
consecutive years. If an interruption in service should occur, the
number of days of the interruption in service will be added on the end
of the five-year service period.
2. ELECTRIC SERVICE.
A. 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 five (5) years after the Date of Operation, unless an
Event of Default occurs.
B. 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.
3. WATER SERVICE
A. The obligations of the CITY and COMPANY to purchase
and sell water service pursuant to the terms of this Agreement will
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W.
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 five (5) years after the Date of Operation, unless an Event of
Default occurs.
B. During the term of this Agreement, CITY will supply,
and COMPANY will purchase, the full requirements of the COMPANY for
water at the Property. COMPANY will not obtain any water from any
source other than the CITY.
4. COMMUNICATION SERVICES.
A. COMPANY will consider purchasing communications
services from the CITY, once the CITY's Fiber Optic Communications
Infrastructure is completed and has proven to be a reliable alternative
to COMPANY's current provider. COMPANY is not making a commitment to
purchase such use, as communications services decisions can only be
made by COMPANY's Commercial Department.
5. PRESENTATIONS AND WARRANTIES.
COMPANY represents and warrants that:
A. COMPANY is a corporation duly organized and existing
under the laws of the State of Delaware
B. COMPANY is duly qualified and authorized to do
business and is in good standing in the State of California and every
state, country, or other jurisdiction in which the nature of its
business and properties makes such qualification necessary.
C. COMPANY'S principal place of business in the State of
California is at 3250 44th Street, Vernon, California.
D. COMPANY has the power to own property and to carry on
business as it is now being conducted.
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E. 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.
F. All corporate action by COMPANY, its directors or
stockholders, necessary for the authorization, execution, delivery, and
performance of this Agreement has been duly taken.
G. The officers of COMPANY executing this Agreement are
duly and properly in office and fully authorized to execute said
Agreement.
H. 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.
I. 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.
6. NOTICE.
Communications between the parties to this Agreement or
notices to be provided herein may be given by mailing them, first
class, postage prepaid, to AGENCY and CITY or to COMPANY at the address
lindicated above, or to such other address as any party may specify in
writing.
7. EVENTS OF DEFAULT AND TERMINATION.
The occurrence of any of the events set forth below (an
Event of Default) shall be grounds for CITY and/or AGENCY to terminate
their obligations under this Agreement and, at the option of AGENCY, to
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demand repayment of all the monies rebated to COMPANY under the Rebate
Agreement. COMPANY shall be given ten (10) days written notice of any
Event of Default and request that COMPANY cure said Default. If
COMPANY fails to cure the Default or if the breach or Default continues
for ten (10) days after the notice of Event of Default, whichever is
sooner, the Agreement shall terminate. The termination of the
obligations of CITY and AGENCY under this Agreement will not terminate
the obligation of COMPANY to repay AGENCY for all monies rebated to
COMPANY by AGENCY under the Rebate Agreement. Each of the following
shall constitute an Event of Default:
A. 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 ceases taking its full requirement of any
utility service during the term set for that particular utility usage.
C. If COMPANY breaches any material term, condition,
provision, representation, or warranty of this Agreement.
8. WAIVER.
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
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Agreement, must be in writing and shall be effective only to the extent
specifically set forth in that writing.
9. ENTIRE AGREEMENT.
With the exception of the Rebate Agreement, this Agreement
supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the provision of utility
service, and contains all of the covenants and agreements between the.
parties with respect to said matter.
10. AMENDMENT.
All changes or modifications to this Agreement shall be in
writing and shall be signed by the parties or their duly authorized
agents. This Agreement shall not be modified through course of
dealing, usage or trade.
11. GOVERNING LAW.
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.
12. SEVERABILITY.
If any portion of this Agreement shall be held by a court
lof 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.
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13. BENEFIT OF AGREEMENT.
This Agreement shall bind and benefit the parties hereto
and their heirs, successors, and permitted assigns.
14. ASSIGNMENT ANTI gTTRrC)NTRArTTN7r-
No party to this Agreement may assign or subcontract any
right or obligation pursuant to this Agreement without the express
written consent of the other party. Any other attempted or purported
assignment of any right or obligation pursuant to this Agreement shall
be void and of no effect.
15. FORCE MAJEURE.
Neither party shall be considered to be in default in any
of its obligations under this Agreement when a failure of performance
shall be due to an uncontrollable force. The terms "uncontrollable
force" shall mean any cause beyond the control of the party affected,
including, but not restricted to, flood, earthquake, storm, fire,
lightening, epidemic, war, riot, civil disturbance or disobedience,
labor dispute, labor material shortage, sabotage, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes or the
United States Government or any other government, which by exercise of
due diligence such party could not reasonably have been expected to
avoid and by exercise to due diligence has been unable to overcome.
Either party rendered unable to fulfill any of its obligations under
this Contract by reason of an uncontrollable force, shall give written
notice within five (5) business days of such fact to the other party
and shall exercise due diligence to remove such inability with all
(reasonable dispatch.
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16. ATTORNEY'S FEES.
In the event that it becomes necessary for either party to
this Agreement to enforce any of the provisions of this Agreement, the
parties agree that a court of competent jurisdiction may determine and
fix reasonable attorney's fees to be paid to the successful litigant.
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 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.
17. REMEDIES_
All remedies, either under this Agreement or by law or
otherwise afforded to a party, shall be cumulative and not alternative.
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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.
ATTEST:
BY.
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
BY:
ERIC T. FRESCH, City Attorney
CITY OF VERNON
BY:
LEONIS C. MALB RG, M yor
REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
R
BY�C.
L NIMALBUR �Cha72an
ATTEST: •
BY:
BRUCE V. MALKENHORST, Secretary
APPROVED AS TO FORM:
BY • (2 ON K,
EDUARDO OLIVO, Legal Cou el
By:
Title:
10 -
SUPPORTING
DOCUMENTS
� pF VER
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•
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
TO: Eduardo Olivo, City Attorney
FROM: Samuel Kevin Wilsoi�D&rector of Community Services & Water 4C/o
DATE: August 4, 2003 � ir;�,Y 0?
SUBJECT: KAL KAN (NEW MASTERFOODS USA) — PACKERS AVENUE
Kal Kan (new Masterfoods USA) has stated that they would like to move forward with the
purchase of the vacant triangular parcel that the City owns at the southeast corner of Packers Avenue
and Alcoa Avenue. It was my understanding that when the City originally was considering selling off
the lot a few years ago it had proposed to transfer the land to the Redevelopment Agency and have it
dispose of the property. I believe that this method may continue to be the most prudent method.
Can you please prepare the purchase and sale agreement. I have prepared the legal description
of the property and have attached it herewith. A special note should be made in the contract that they
are purchasing the site in an as is condition. They are well aware of the contamination on the site and
we should make sure it is fully disclosed. I will also obtain current comparable prices to determine the
current value of the land.
SKW/ca
Enclosures
Recording Requested by and mail to:
Gloria J. Orosco
Chief Deputy City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
SPACE ABOVE THIS LINE FOR RECORDER'S USE
QUITCLAIMDEED
The City of Vernon, a municipal corporation, hereby remises, releases and quitclaims to
Masterfoods USA, a division of Mars, Incorporated the following described property in the City of
Vernon, County of Los Angeles, State of California:
Those portions of lots 26, 27, 28, 29, 30, 31 and 32 of Tract No. 6056, in the City of
Vernon, County of Los Angeles, State of California, as recorded in map book 74 at page 33 of maps
in the office of the County Recorder of said.county more particularly described as follows:
Beginning at the southeast corner of said lot 26; thence North 000 0l' 30" West a distance
of 95.00 feet along the easterly line of said lot 26 to a point 5.00 feet South of the northerly line of
said lot 26; thence 0.30 feet North 89' 57' 30" West along a line parallel and southerly 5.00 feet
from the northerly line of said lot 26 to a tangent curve concave easterly and having a radius of
307.00 feet; thence southwesterly along said curve through a central angle of 17' 00' 52" a distance
of 91.17 feet; thence South 730 0l' 38" West a distance of 241.63 feet; thence South 44' 56' 42"
West a distance of 15.24 feet to the southwest corner of said lot 32; thence South 89' 57' 30" East a
distance of 332.04 feet along the southerly lines of lots 32, 31, 30, 29, 28, 27 and 26 to the point of
beginning. See Exhibit "A" consisting of one sheet attached hereto and made a part hereof.
The area being quitclaimed contains approximately 18,883 square feet.
CITY OF VERNON
Leonis C. Malburg, Mayor
ATTEST:
By -
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
Eduardo Olivo, City Attorney
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MasterfOO&USk
A Mars, Incorporated Company
February 28, 2003
Dear Sir or Madam,
DECEIVED
MAR 0 3 2003
The information reported on the enclosed California Business Report is correct
for the reporting year 2002. However, due to recent changes in our Company, the
name of our facility is now "Masterfoods USA, a division of Mars, Incorporated."
The new Dun & Bradstreet Number for our facility is 00-325-0685. The address
of our facility has not changed. The new owner/operator and parent company
Masterfoods USA, a division of Mars Incorporated information for our facility is
as follows:
Masterfoods USA, a division of Mars, Incorporated
3250 E. 44th Street Vernon CA. 90058, 323-5844703
Dun & Bradstreet Number 00-325-0685
Sincerely,
e t�
Michael Moore
Safety & Environmental Manager
Masterfoods USA — Vernon Site
3250 E. 44" Street
Vernon, CA. 90058
323-584-4703
SUPPORTING
DOCUMENTS
0
THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON
4305 Santa Fe Avenue, Vernon, California 90058 (323) 583-8811 FAX.- (323) 826-1438
February 27, 2003
Mr. Jim Fitzsimmons
Service and Finance Director
Kal Kan Foods, Inc.
3250 E. 44th Street
P.O. Box 58853
Vernon, California 90058-0853
Re: Utility Use Aqreement
Dear Mr. Fitzsimmons:
COPY
As you know, a condition of the Agreement for Rebate of
Personal Property Tax Pertaining to the Expansion of a
Manufacturing Facility required Kal Kan to enter into an agreement
to use the City's utilities for a period of five years. Enclosed
please find three triplicate originals of the aforementioned
Agreement for signature. Please return all three signed originals
to the City to the attention of Judy Lehr, Legal Department, by
Monday morning, March 3, 2003. The Agreement is scheduled to be
considered by the Redevelopment Agency and the City Council at
their regular meeting on March 5, 2003.
Once the originals are executed by the City and the Agency,
one fully executed original will be returned to you for your files.
Please refer to the enclosed "City of Vernon Signature
Requirements for City Agreements" and comply with the requirements
set forth for your company.
I thank you for your cooperation regarding this matter.
Very truly yours,
rl� Zuv)
Eduardo Olivo
Legal Counsel
EO:j1
Enclosures
cc: c, Chief Deputy City Clerk (w/o encls.)
DIRECTORS. Leonis C. Malburg, Chairman; Thomas A. Ybarra, Vice Chairman; Wm. "Bill" Davis, Director
H. "Larry" Gonzales, Director; W. Michael McCormick, Director EXECUTIVE DIRECTOR/SECRETARY
Bruce V. Malkenhorst LEGAL COUNSEL Eduardo Olivo