Resolution No. 84481
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RESOLUTION NO. 8448
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON DECLARING ITS INTENTION TO CREATE A
DEVELOPMENT TRUST THAT IS EMPOWERED TO ACT FOR AND
ON BEHALF OF THE CITY UNDER THE DIRECTION OF THE
CITY COUNCIL UTILIZING THE CREDIT AND SECURITY OF
THE CITY TO ACCOMPLISH THE GOAL OF INDUSTRIAL
DEVELOPMENT
WHEREAS, the City of Vernon (the "City") is a municipal
corporation and a chartered city of the State of California; and
WHEREAS, within the Vernon city limits, the business
establishments doing business directly employ 44,532 workers, as
researched and recorded in the study undertaken by the Los Angeles
Economic Development Corporation, dated December, 2002; and
WHEREAS, the City is undertaking the construction of the
Malburg Generating Station power plant to support this industrial base
by providing a reliable energy source; and
WHEREAS, the City desires to enhance and protect the
employment base by providing economic advantages to that employment
base; and
WHEREAS, the City finds it a necessity to acquire
property/assets within the City without imposing economic burden on
existing taxpayers; and
WHEREAS, the City concludes that it should create a
Development Trust that is empowered to act for and on behalf of the
City under the direction of the City Council utilizing the credit and
security of the City to accomplish these goals in the next ten years.
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 hereinabove are true
land correct.
SECTION 2: The City Council of the City of Vernon hereby
declares its intention to create a Development Trust as the economic
investment vehicle to act for the City.
SECTION 3: The City Council of the City of Vernon hereby
declares its intention to establish a mechanism for Trustee(s) of the
Development Trust to issue Bank Guarantees and similar securities at
the sole expense of the Trust to be thereafter utilized as collateral
for an investment transaction to further the City purposes so long as
ultimate title is granted to the City at the conclusion of the
investment transaction.
SECTION 4: The City Council of the City of Vernon hereby
declares its intention to establish a mechanism for Trustee(s) of the
Development Trust to enter into Agreement(s) regarding an investment
transaction, which shall provide that the Trustee(s) are the sole
authorized representatives of the City collateral described which is
the basis of the investment transaction.
SECTION 5: The City Council of the City of Vernon hereby
declares its intention to establish a mechanism for Trustee(s) of the
Development Trust to execute a memorandum of understanding, investment
transaction agreement(s), Resolutions of the Trust Power of Attorney
and any and all other necessary documents in order to accomplish the
purposes of the City and that of the Trust.
SECTION 6: The City Council of the City of Vernon hereby
declares its intention to establish a mechanism for Trustee(s) of the
Development Trust to accept the investment of funds to accomplish the
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1 purposes of this resolution and to perform all other acts and execute
2 such other agreements necessary to accomplish the acquisition of such
3 property and assets with title in the City.
4 SECTION 7: The City Council of the City of Vernon hereby
5 instructs the City Administrator, or his designee, to prepare the
6 necessary documentation to create the Development Trust and accomplish
7 the purposes of this resolution, subject to the City Council approving
8 the final documentation.
9 SECTION 8: All actions heretofore taken by any committee of
10 the City Council, or any officer, representative or agent of the City,
11 in connection with the intention to create the Development Trust and
12 the preparation of documents and instruments or any other actions
13 contemplated by this Resolution are hereby ratified, approved and
14 confirmed.
15 SECTION 9: The City Clerk of the City of Vernon shall
16 certify to the passage of this resolution, and thereupon and
17 thereafter the same shall be in full force and effect.
18 APPROVED AND ADOPTED this 30th day of June, 2004.
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21 LEONIS C. MALB G, Ma or
�__
22 ATTEST:
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25 BRUCE V. MALKENHORST, City Clerk
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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.
8448, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
June 30, 2004, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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STAFF REPORT
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
Chief Executive Officer of
Light & Power
FAX: (323) 826-1438
City Council
City of Vernon
Honorable Members:
ERIC T. FRESCH
City Attorney
FAX: (323) 826-1439
KEVIN WILSON
of Community Services & Water
FAX: (323) 826-1435
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
CITY HALL LEWIS J. POZZEBON
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Director of Environmental Health
TELEPHONE (323) 583-8811 FAX: (323) 598-4320pp
May 20, 2004 �s>\
C?C__ L.(:?:.0)[sll
P-.E,n Flo • c��k��
At this time it is necessary that a resolution be adopted to express
the City's desire to advance and protect its employment base by
providing financial economic advantages to that employment base
through the creation of a Development Trust. This program will also
allow the City to create support for existing industries located
within the City that are utilizing the power from the Malburg
Generating Station Project.
This has been reviewed by the City Attorney and it is hereby
recommended that a resolution be approved to declare the intention of
the creation Development Trust.
Very truly yours,
Bruce V. Malkenhorst A14
Director of Finance
BVM/gm
AA�/ CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: May 19, 2004
TO:
Bruce V.
Malkenhorst,
City Administrator/City
Clerk
FROM:
Eric T.
Fresch, City
Attorney r
0A/
RE: Resolution of Intent to Create Development Trust
Dear Bruce:
I recommend that the City adopt a resolution expressing its desire
to advance and protect its employment base by providing financial
economic advantages to that employment base through the creation of
a Development Trust. This program will enable the City to acquire
assets within the City without imposing economic burden on existing
taxpayers. Further, this program will enable the City to create
support for existing industries located within the City that are
utilizing the power from the Malburg Generating Station Project.
I look forward to discussing this matter with you at your earliest
convenience.
EF:j1
The signed copy of the Development
Trust on file is from the following
PRA received from Avery Nelson
(Garfield &Hecht, P.C.) 01-22-14.pdf
*Prior to receiving this PRA request, the
City did not have any signed documents
on file.
AGR1iENdET1T'AND DECLARATION OF DEVELOPMENT TRUST.
OFTHE
CITY OF VEAUION
1. CREATION OFTIJEDEVEI OPM>NTTRllST
1.1 ut .• This Agreement and Declaration ofbevelopment Thus (this .
oement") is made pursuant to the t.certain moludon of tho City Council of the City of '
ion madcon June 16, 2004, 2004 (the'ResolutlonL)• TheResolOon was approVed by a
only vote of the City Couocil•of the City of Vernon, ai adn1,y,eonvened meeting of the City
moil, pt which a quorum was prdsont• Following disc ussiori and analysis, pnd a deknnination
: it would be in'the'beat interest of the Cily of Vernon to establish a Development Wary thh. .
y Council aothorized the, establishment of the Development TPut; to be bperated and.
.emod.m accordance wrih the ferms ofthis Agreement;
1.2 'stob.�bincuL Funding, and Trustees. '
1.2.1 ELtabli h+nent of Devetooa�ont Tmsl, Pmsuaat to the Resolution,
re is hereby established die City of Vernon Development Trust (We'TDevelopment 7Ltust'j.
e Development Trust is established fdr the purpose'of bringi bout social and ewnomie
.ewal, creating frnsneial stability within the City of Vernon, maintaining a strong
ployment Base for the community. The City of Vernon desir p undertake certain acgons,
Wing, without limitation, the acquisition of property within the city of Vernon in order to
rvide for increased in'd'psbial development and continuing employment of residents ofncarby
mnunities; and intends to use the Development Trust as.ad economic investment vehicle to -
tain fu>tding fqr such purposes.
1.2.2 Wection of Trustees: The Trustees of the Development Trust see
sn Karin and Pilchard Crane (collectively, the !,Dustece), who shall serve for throe -year
ms, subject to'eerly termination Ot m-appointment to subsegttenl ono -year (erns by the City
Luncil.' All actions ofthe Trustees require unanimous agrewhent• The Trustees shall manage
d control the investment activities of tine Development Trust in accordance with the Ipans of
a Agreement.
1.2.3 k vestment Authority of Trustees. The City of Vernon Hereby
legates to the Trustees the authority to melee investment decisions for.the City of Vernon that
s Trustees deem wise or expedient, using fiords deposited into die Development Thug
ovided, however, that the City of Vernon shall retain ultimate authority oVcr all investment
visions and shall have the right to -monitor investments as they am -made. All investments shall
in accordance with the -terms of California Government Code Section 53601 and otherwise in
cordance with'applicsbie laws.. The Trustees agree to. use fiends deposited into the
svelopment Trust strictly for the purpose of entering into investment transactions that have
naocot tmists '
EXHIBIT B
n authorized as set forth in this Agreement and pblely for the benefit of and oli•behslf ofthe
KofVernon.
1.2.4• • Interesf d6ity of Vemon:.Although it is cxpected-tt sf the t
lstees -will make investments in the name of the• Development TrOrt„the Trustees spree that .
y will at all timbi be acting as fiduciaries for the benefit of the City of Vernon and that at ell
es funds deposited in the Develonhient Trust shall be the property of the•City of Verlron and .
ject to tiro terms of this Agreement. All Rmds and collaler4 irow•orhereaiter sybject to this
reement are referred to as the'MCi it Estatch TheTiust Estate stall be hbld, 3avFsted, and •
naged by the Trustees in accordance with all applicable laws related tc the investment of
plot fund; ofa local agency and glberwise in accordance with arty written iasttuafigns of the ;
y Administratof br City Attorney of the City of Vernon... • • ;
I,9' ' City of V ernon's Rhebts.,The term of this Agreement shall6 three
US, whuch term maybe renewed -by veto of the Cary Council. Notwithstanding the term stated
ice, the City of Vemon ilall jrava tfie'power to alter, amend, revao of termHAW the
velopment Bust or•any ol'tho terms of this Agreement, In wbole or• impart; byono or more
itted instrurgerits delivered to the Trustees.
2. • 'USE OF TRUST ESTATE.
2.1 • • Use or Trost Estate. The assets and camings of the Development Trust ..
1i1 be used'for the purpose of acquiring property within ChB City, of Vefiion'for usb by' ,.
lustrial'buyets or tenants whose businesses-ea-suppottiv6 of the goals of increasing.
Oloymdnt and generating revenue in the.Ciiy of Vomon. '
Y. POWERS OF TiMSTEES.
3.1 General Powers. Tho •Tnikeas arc hotiby authorized to eater into
'reemeats,related to investment transactions that are authorized hereunder, and'ioie octde
tdn'
.morand'a ofundersding, jnvesiment trans'aclion agreements, and such oicrdocusnegte as
ry•be rogaired in.order to accomplish the puipoaes of thb DevelopmentTril6i,
3.2 Power'to Annoint Consultant, The 7Yusteea are hereby auptorized to •'
point'.CIC, Financier' SA, a Swiss company rogistered in Biehtensteia,as an adyisdr, -
asullant, and'project manager to assist.the Trustees in the det;hnination of appmpriate
iesiplents by.the Development Trust Thu termsof the sgreement between the Deltelopinent
ust and CIC shall'provide that the Tiost•will contribute the funds and CIC will cdnpn'bu`te the ` • ;
pertise, knowledge and managerial skills so as to suaxssPolly odmplete the contemplated
+catmint transactions, and shall be on such other terms s's the Trustees and QC agree to abd '
approved by. the City Administrator and City Atlomcy.
4. (39NERAI, PROVISIONS, '
4.1 Accounts. The City. of Vernon may requirg the Trustees, at any •time and
ml time to time, to render an account with respect to the Trust
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10=1 IOrr9J3•
4.2 -Legality. It is the intent of theparties that this.Agretment be in
IpAr moe with all applicable laws. if any provision of this Agreement shall be illegal,
uforceable, or invalid, the Agreemcnl sltail be resaimded, and the parties sh}li be returned to
r,origiiialposi�ons. , 1 ,
6.3 ApOlicable Law. The parti6s agrm that theTrust's validity, construction•
•sil rijgbts undecthis AgVeement'shell be govemed by. the intemii'laws'of the $tote of
ifor'nia This Saction 4.3 shall apply regardless of any change of residence of tlteMustees 6r '
appointment or substitution of aTnstee residing in another jurisdiction, and regardless of the
rtioa of th6 ipvestmeats:
4.4 used.hereln, article,and adios 6eadings aro for
lvenienee only and drat} have no.effect upon the hptetprelation of this AgrdemcaLl
4.5 Coufrdeatiality. To the.extent pertniaad•by law, the terms 4rmc
velopmeni Trust and this Agreement abail lie strictly confidential aqd shall;not ba diselosed,:ae
hot Vthe express written consent of the City of Vemon. '
4.6 Removal of Trustee. At any limo, the City of Vernon may remove a
rstee, with or without cause, and may appoint one or more addifi noal•or successorTnriticL
ch rei Soval or appointment shall be effeeted•by an instrutgcnt in writing duly signed bythe.
.y Adrainistrator or City Attorney and delivered by cmti5ed or registered merit, by overnight
dvery; or by peraoual delivery to tha Tfuitee. Any suph instnuptait; shall spwdfy the of%olive
ie of the removel or appointment, is applicable: Anysuccessi r Ttuslei sliall succeed as..
estee with like effect -as though originally 6a7nod as such herel AO authority and powers
afc* upon the original Trustee horaunder shall pass to asy s �ccssor Trusted.
3
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4.7 Compsaated as a Trusted vAderr this
ention. Aayparson•deiign ' • ' ' , �. :'
jraement iheU be e6title4 to compensation eamed 6 ugh the inveplmSnts and as a jpe to 1�
atmg by the City -Administrator and City Attompy..
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BXPCU71D'oA the gjWqaq ofAugpu 20U4, at City of Vemon,,Califomia\ \
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4 WF•ORNIA'ALL•PURPOSE ACKNOWLEDGMENT. l
state of California.
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personally aMooie
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Tiad'grTypeofDocumenl: Agreement and 'Declaration o£ Development
TrUst
DgaaoeniDale: Augdst 2.3, 2004 NrgnbardPapus: :9
Slgndr(s)dfierfbznNdmodAbovd John 'Karns i
L Capaelty(les) Cletmed py Slpner
1 � Signer a Name•
O IndNWual - �— rq,dewrohw. i
4 O Corporate Oficer—Ula(a):
l] 'Pertner—D t linked D Genera! .
O Attorney In Fact
LX Tnralea
L7 O 6uardtan or Conservator
!I 'O'Other•.
SlgnorlgReprecenWrgCity of Vernon .Development T)cust '
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bescription of Attached Docu"Mont
litle at Typo of Document: Ajfr amebt and Declaration of Dive:166ant Trusc
Document Onto: -Auguse 23, 2004
Number of Nger. 4
Sonde) Other Then NamedAbom Richard
Crane
-papacity(es)'Clakned.by Signer
Signs . es Nam& John Karns ...
MEN=
0 Corporate Onlow — Tide(s),
0 Partner-0 UmHed 0 General
Q-Aftmey4ri-Fact
13 Trustee
0 Guardlan q Conservator
0 Other.
SignerIs ReprawdN, CitY. of VtVnon Development Trust