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Resolution No. 8691 15 l6 17 18 19 20 21 22 23 24 25 26 1 2 3 4 5 6 7 8 9 10 11 12 13 RESOLUTION NO. 8691 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND HAROLD ARSENIAN, LLC WHEREAS, th~ City of Vernon ("City") is in the process of developing various capital projects, including refined fuel oil recycling facilities, as part of its Public Benefit Charge Program of investing in renewable energy resources; and WHEREAS, Harold Arsenian, L.L.C. is experienced in business, energy generation and in the development and operation of hazardous and non-hazardous waste disposal and recycling facilities; and WHEREAS, the City has determined that Harold Arsenian, L.L'.C. 14 possesses the technical knowledge and expertise to assist the City with various capital projects, including renewable energy projects; and WHEREAS, on March 16, 2005, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, Director of Finance, dated March 10, 2005, that an agreement with Harold Arsenian, L.L.C. be approved and executed; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the publiG interest and necessity to enter into an agreement with Harold Arsenian, L.L.C. 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 27 finds and determines that the recitals contained hereinabove are true 28 and correct. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 SECTION 2: The City Council of the City of Vernon hereby 2 approves the Consulting Agreement with Harold Arsenian, L.L.C., in 3 substantially the same form as the copy which is attached hereto as 4 Exhibit A and incorporated by reference. 5 SECTION 3: The City Council of the City of Vernon hereby 6 authorizes the Mayor to execute said Agreement for, and on behalf of, 7 the City of Vernon and the City Clerk is hereby authorized to attest 8 thereto. 9 10 11 SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: 12 Harold Arsenian, L.L.C. Attn. Harold Arsenian 4133 Bandini Boulevard Los Angeles, CA 90023-4608 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 16th day of March, 2005. ~ ~J p- ~EONIS C ~R~ Mayor ATTEST: ~/~ BRUCE V. MALKENHORST, City Clerk - 2 - ..A....I...., J...J L ..U.." ..............L..IL.JU 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being Resolution No. 6 8691, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Wednesday, March 16, thereafter was duly signed by the Mayor of the City of 8 2005, and 9 Vernon. 10 11 12 13 ( SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BRUCE V. MALKENHORST, City Clerk - 3 - 1 STATE OF CALIFORNIA ') ss EXHIBIT A CONSUL TING AGREEMENT This Agreement, executed this 16th day of March, 2005, is entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, by and between the City of Vernon ("the City") and Harold Arsenian, L.L.C. (in formation) ("Consultant"), 4133 Bandini Boulevard, Los Angeles, CA 90023-4608. WHEREAS, the City is in the process of developing various capital projects, including refined fuel oil recycling facilities as part of its Public Benefit Charge Program of investing in renewable energy resources (the "Projects"); and WHEREAS, Consultant is experienced in business, energy generation, and in the development and operation of hazardous and non-hazardous waste disposal and recycling facilities; and WHEREAS, City desires to obtain the services of Consultant to provide and assist . the City with various capital projects, including renewable energy projects. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Scope of Services. The City retains Consultant to act as a consultant to represent the City in the development and operation of various capital projects, including renewable energy projects on an annual basis. Consultant's scope of services shall be assigned by the City Administrator and/or his authorized designee, and may include, but not be limited to, the following services: (a) Providing assistance in meeting Federal, State and local environmental requirements, negotiation of business terms including purchase price and transaction timeliness, and review of development and operation analysis, in order to assist the City in the operation of the facilities; and (b) Conducting a review of the economics and business plan of the various projects and making recommendations for the Projects. 2. Term. The term of this Agreement shall commence on March 1,2005 and. shall continue through March 1,2007, with an option to renew said Agreement on a year-to-year basis on the same terms and conditions as prescribed in this Agreement, subject to City's right to terminate the services provided for herein for cause on thirty (30) days written notice. 1 3. Compensation. City shall pay Consultant a monthly fee ofTen Thousand Dollars and No Cents ($10,000.00) for the duration of this agreement. The first month's payment. ofTen Thousand Dollars and No Cents ($10,000.00) shall accompany this Agreement. Thereafter, each month's payment ofTen Thousand Dollars ($10,000.00) is agreed to be due and payable, without additional notice or demand, on or before the fifteenth (15th) day of each calendar month beginning on or before April 15, 2005. The City shall reimburse Consultant for his direct, out-of-pocket expenses, without markup or profit, only if advance approval has been obtained from the City Administrator or his authorized designee. There is to be no charge for overhead or administration, as such costs are to be included in the compensation described above. 4. Relationship of Parties. Consultant shall conform to any instruction given by City Administrator or his authorized designee to Consultant from time to time and may not make any representation, promise, contract, agreement or does any other act binding City. City is not responsible for any act or failure to act by Consultant in excess of or contrary to City's instruction. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. All negotiations with respect to any major asset purchases or sales of industrial real estate shall only be undertaken pursuant to written instructions given by City. Consultant shall have permission to contact vendors, prospective purchasers or respective property owners on behalf of City to solicit sales or purchase information on behalf of City. 5. Indemnification. During the term of this agreement, the City agrees to indemnify and defend Consultant against any and all claims made by third parties as a result of any lawful activity engaged in by Consultant hereunder with the prior consent and approval of the City. Conversely, Consultant agrees to indemnify and defend against any and all claims made by third parties as a result of any activity engaged in by Consultant without the prior consent and approval of the City. 6. Interests of Consultant. Consultant affirms that he presently has no interest and shall not have any interest, direct or indirect in any real property in the City or any other interest, which would conflict in any manner with performance of the services contemplated by this Agreement. No person having such interest shall be employed by or be associated with Consultant. The City recognizes and acknowledges ,that Consultant owns and operates Innovative 2 , . Waste Control, Inc., which is located within the City. This Section 6 applies to property about which the City seeks consultants' advice, which may be the subject of a capital project~ asset sale or purchase. 7. Products of Consulting. All documents, data, studies, drawings, models, and reports prepared by Consultant under this Agreement, with the exception of Confidential Information provided by businesses located in City, shall be considered the property of City. All such information prepared or assembled by Consultant in connection with the performance of his services pursuant to this Agreement is confidential until released by the City to the public and Consultant agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. Consultant shall deliver such documents and materials to the City as they are generated; however, Consultant may take and retain copies of said documents and materials that are not confidential information, as desired. 8. Conflicts of Interest. In the event that a potential conflict should arise between the interests of the City and the interests of anyone of Consultant's other clients, during Consultant's performance of services under this Agreement, Consultant shall notify City of such potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts that give rise to the potential conflict. In the event that a potential conflict of interest is deemed by City to be an actual conflict of interest, City may, at its discretion, terminate this Agreement immediately. 9. Standard of Care. All of the work shall be performed by Consultant or under Consultant's supervision. Consultant represents that Consultant employs the professional and technical personnel required to perform the services required by the City and that Consultant possesses appropriate equipment to perform all services. All services shall be performed by qualified and experienced personnel who are not employed by City nor have any contractual relationship with City. Consultant represents and warrants that Consultant will keep in effect all licenses, permits, and other approvals required to perform the described services during the term of this Agreement, including any extensions thereto. 10. Confidential Information. a. Access to Confidential Information. City may provide Consultant with, or allow Consultant and/or his subcontractor with, or allow Consultant access to, certain information not available to the public concerning, but not limited to City, or 3 . . businesses located in City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, confidential policies, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. b. No Disclosure. Except as expressly permitted, Consultant and/or his subcontractor shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Informati~n to any other person or entity, whether corporate, governmental, or individual, without the . express prior written consent of an authorized representative of City. Consultant and/or his subcontractor shall return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant and/or his subcontractor only as authorized by City. Consultant shall include a contract provision in his contract with subcontractors that binds the subcontractors to this non-disclosure requirement. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. c. Court Ordered Disclosure. Consultant shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in responding to any such order or subpoena. Consultant may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. d. Remedies. In addition to any other remedies that it may have at law or in equity, City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. 11. Disputes. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. The three-member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction 4 and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between Consultant and any subcontractor relating to this Agreement shall include the same arbitration clause. 12. Termination. This Agreement may be terminated by the City for cause on thirty (30) days written notice to Consultant. Consultant shall be entitled to the compensation earned by it prior to the date of the termination notice, computed on a pro rata basis up to and including the date of termination, plus any work authorized in the termination notice. 13. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 Consultant: HAROLD ARSENIAN, L.L.C. 4133 BANDINI BOULEVARD LOS ANGELES, CA 90023-4608 14. General Provisions. a. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement except to the extent that such services involve the use of City property or Confidential Information. b. Consultant Not Agent. Except as City may specify in writing Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. c. Assignment and Subcontracting Prohibited. Consultant may not assign or subcontract any right or obligation of this Agreement except with the express written consent of City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. d. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to 5 . , , form by the City Attorney. e. Benefit of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. f. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is executed. g. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. h. Entire Agreement. This Agreement is the entire agreement of the parties. Consultant represents that in entering into this Agreement, he has not relied on any previous representations or understandings of any kind or nature. i. 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 WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. City of Vernon Harold Arsenian, L.L.C. By: By: LEONIS C. MALBURG Mayor Principal ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: ERIC T. FRESCH, City Attorney 6 SUPPORTING DOCUMENTS < . CONSULTING AGREEMENT This Agreement, executed this 16th day of March, 2005, is entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, by and between the City of Vernon ("the City") and Harold Arsenian, L.L.C. (in formation) ("Consultant"), 4133 Bandini Boulevard, Los Angeles, CA 90023-4608. WHEREAS, the City is in the process of developing various capital projects, including refined fuel oil recycling facilities as part of its Public Benefit Charge Program of investing in renewable energy resources (the "Projects"); and WHEREAS, Consultarit is experienced in business, energy generation, and in the development and operation of hazardous and non-hazardous waste disposal and recycling facilities; and WHEREAS, City desires to obtain the services of Consultant to provide and assist . the City with various capital projects, including renewable energy ProjCfcts. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Scope of Services. The City retains Consultant to act as a consultant to represent the City in the development and operation of various capital projects, including renewable energy projects on an annual basis. Consultant's scope of services shall be assigned by the City Administrator and/or his authorized designee, and may include, but not be limited to, the following services: (a) Providing assistance in meeting Federal, State and local environmental requirements, negotiation of business terms including purchase price and transaction timeliness, and review of development and operation analysis, in order to assist the City in the operation of the facilities; and (b) Conducting a review of the economics and business plan of the various projects and making recommendations for the Projects. 2. Term. The term of this Agreement shall commence on March 1, 2005 and shall continue through March 1,2007, with an option to renew said Agreement on a year-to-year basis on the same terms and conditions as prescribed in this Agreement, subject to City's right to terminate the services provided for herein for cause on thirty (30) days written notice. 1 3. Compensation. City shall pay Consultant a monthly fee ofTen Thousand Dollars and No Cents ($10,000.00) for the duration of this agreement. The first month's payment ofTen Thousand Dollars and No Cents ($10,000.00) shall accompany this Agreement. Thereafter, each month's payment ofTen Thousand Dollars ($10,000.00) is agreed to be due and payable, without additional notice or demand, on or before the fifteenth (15th) day of each calendar month beginning on or before April 15, 2005. The City shall reimburse Consultant for his direct, out-of-pocket expenses, without markup or profit, only if advance approval has been obtained from the City Administrator or his authorized designee. There is to be no charge for overhead or administration, as such costs are to be included in the compensation described above. 4. Relationship of Parties. Consultant shall conform to any instruction given by City Administrator or his authorized designee to Consultant from time to time and may not make any representation, promise, contract, agreement or does any other act binding City. City is not responsible for any act or failure to act by Consultant in excess of or contrary to City's instruction. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. All negotiations with respect to any major asset purchases or sales of industrial real estate shall only be undertaken pursuant to written instructions given by City. Consultant shall have permission to contact vendors, prospective purchasers or respective property owners on behalf of City to solicit sales or purchase information on behalf of City. 5. Indemnification. During the term of this agreement, the City agrees to indemnify and defend Consultant against any and all claims made by third parties as a result of any lawful activity engaged in by Consultant hereunder with the prior consent and approval of the City. Conversely, Consultant agrees to indemnify and defend against any and all claims made by third parties as a result of any activity engaged in by Consultant without the prior consent and approval of the City. 6. Interests of Consultant. Consultant affirms that he presently has no interest and shall not have any interest, direct or indirect in any real property in the City or any other interest, which would conflict in any manner with performance of the services contemplated by this Agreement. No person having such interest shall be employed by or be associated with Consultant. The City recognizes and acknowledges that Consultant owns and operates Innovative 2 " Waste Control, Inc., which is located within the City. This Section 6 applies to property about which the City seeks consultants' advice, which may be the subject of a capital project~ asset sale or purchase. 7. Products of Consulting. All documents, data, studies, drawings, models, and reports prepared by Consultant under this Agreement, with the exception of Confidential Information provided by businesses located in City, shall be considered the property of City. All such information prepared or assembled by Consultant in connection with the performance of his services pursuant to this Agreement is confidential until released by the City to the public and Consultant agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. Consultant shall deliver such documents and materials to the City as they are generated; however, Consultant may take and retain copies of said documents and materials that are not confidential information, as desired. 8. Conflicts of Interest. In the event that a potential conflict should arise between the interests of the City and the interests of anyone of Consultant's other clients, during Consultant's performance of services under this Agreement, Consultant shall notify City of such potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts that give rise to the potential conflict. In the event that a potential conflict of interest is deemed by City to be an actual conflict of interest, City may, at its discretion, terminate this Agreement immediately. 9. Standard of Care. All of the work shall be performed by Consultant or under Consultant's supervision. Consultant represents that Consultant employs the professional and technical personnel required to perform the services required by the City and that Consultant possesses appropriate equipment to perform all services. All services shall be performed by qualified and experienced personnel who are not employed by City nor have any contractual relationship with City. Consultant represents and warrants that Consultant will keep in effect all licenses, permits, and other approvals required to perform the described services during the term of this Agreement, including any extensions thereto. 10. Confidential Information. a. Access to Confidential Information. City may provide Consultant with, or allow Consultant and/or his subcontractor with, or allow Consultant access to, certain information not available to the public concerning, but not limited to City, or 3 " ~ " businesses located in City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, confidential policies, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. b. No Disclosure. Except as expressly permitted, Consultant and/or his subcontractor shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. Consultant and/or his subcontractor shall return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant tQ this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant and/or his subcontractor only as authorized by City. Consultant shall include a contract provision in his contract with subcontractors that binds the subcontractors to this non-disclosure requirement. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. c. Court Ordered Disclosure. Consultant shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in responding to any such order or subpoena. Consultant may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. d. Remedies. In addition to any other remedies that it may have at law or in equity, City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. 11. Disputes. The parties agree that any and all" disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, fmally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. The three-member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction 4 and venue for any such action shall be the Superior Court of California, Los Angeles County. Any and all contracts between Consultant and any subcontractor relating to this Agreement shall include the same arbitration clause. 12. Termination. This Agreement may be terminated by the City for cause on thirty (30) days written notice to Consultant. Consultant shall be entitled to the compensation earned by it prior to the date of the termination notice, computed on a pro rata basis up to and including the date of termination, plus any work authorized in the termination notice. 13. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 Consultant: HAROLD ARSENIAN, L.L.C. 4133 BANDINI BOULEVARD LOS ANGELES, CA 90023-4608 14. General Provisions. a. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means,by which Consultant accomplishes services rendered pursuant to this Agreement except to the extent that such services involve the use of City property or Confidential Information. . b. Consultant Not Agent. Except as City may specify in writing' Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. c. Assignment and Subcontracting Prohibited. Consultant may not assign or subcontract any right or obligation of this Agreement except with the express written consent of City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. d. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to 5 form by the City Attorney. e. Benefit of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. f. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is executed. g. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. h. Entire Agreement. This Agreement is the entire agreement of the parties. Consultant represents that in entering into this Agreement, he has not relied on any previous representations or understandings of any kind or nature. i. 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 WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. City of Vernon Harold Arsenian, L.L.C. BJ!1oPfl. Principal BY:~. ~ LEONISC.' 'LBURO Mayor ATTEST: A-- BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: ERlC~RE~OmeY 6