Resolution No. 88301
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RESOLUTION NO. 8830
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING, AUTHORIZING AND DIRECTING THE
EXECUTION AND DELIVERY OF A JOINT EXERCISE OF
POWERS AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON
RELATING TO THE VERNON ECONOMIC DEVELOPMENT
AUTHORITY AND CERTAIN OTHER MATTERS RELATING
THERETO
WHEREAS, the City of Vernon (the "City ") is empowered to
promote the economic development of the City, including, without
limitation, the promotion of opportunities for the creation or
retention of employment, the stimulation of economic activity, and the
increase of the tax base; and
WHEREAS, pursuant to the California Joint Exercise of Powers
Act, consisting of Section 6500 through 6599.2 of the Government Code
of the State of California (the "Joint Powers Act "), two or more
public agencies may enter into an agreement to establish an agency to
exercise any power common to the contracting parties; and
WHEREAS, the City is a "public agency" as that term is
defined in Section 6500 of the Joint Powers Act; and
WHEREAS, a public entity established pursuant to the Joint
Powers Act is empowered, in exercising the common powers of the public
agencies establishing such entity and the powers separately conferred
by law on such entity, to issue industrial development bonds pursuant
to the California Industrial Development Financing Act (Title 10
(commencing with Section 91500) of the Government Code of the State of
California) (the "Industrial Development Act ") and to otherwise
undertake financing programs under the Joint Powers Act or other
applicable provisions of law to promote economic development through
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the issuance of bonds, notes, or other evidences of indebtedness, or
certificates of participation in leases or other agreements (all such
instruments regardless of the statutory authority for their issuance
being herein collectively referred to as "Bonds "); and
WHEREAS, it is the desire of the City to establish a
separate entity under the Joint Powers Act, which separate entity is
to undertake projects and programs that promote the economic
development of the City, including, without limitation, the promotion
of opportunities for the creation or retention of employment, the
stimulation of economic activity, and the increase of the tax base,
including the financing of projects with Bonds issued pursuant to the
Industrial Development Act, Article 2 or Article 4 of the Joint Powers
Act, or other applicable provisions of law; and
WHEREAS, the projects and programs undertaken pursuant to
the Agreement will result in significant public benefits, including
those public benefits set forth in Section 91502.1 of the Industrial
Development Act, an increased level of economic activity, or an
increased tax base, and will therefore serve and be of benefit to the
inhabitants of the City; and
WHEREAS, the City has determined that it is to the City's
advantage and in the public interest of inhabitants of the City, to
enter into the Agreement with the Redevelopment Agency of the City of
Vernon in order to establish an agency which will undertake programs
and projects as provided in the Agreement by exercising the common
powers of the parties to the Agreement relating to such programs and
projects and such other powers in connection with the promotion of the
economic development of the City as are granted to such agency by the
Joint Powers Act and other laws; and
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WHEREAS, a form of the Agreement has been filed with the
Acting City Clerk of the City (the "City Clerk ") and the members of this
City Council, with the assistance of City staff, have reviewed said form
of the 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 Joint Exercise of Powers Agreement, in substantially the
form on file with the City Clerk. Each of the Mayor and Mayor Pro Tem,
acting singly, is hereby authorized and directed to execute and deliver
the Agreement with such changes, insertions and omissions as may be
approved by the official executing the Agreement, and the Acting City
Clerk is hereby authorized and directed to attest thereto.
SECTION 3: The members of this City Council, the City Clerk,
the City Attorney and all other proper officers and officials of the
City are hereby authorized and directed to execute and deliver such
other agreements, documents and certificates, and to perform such other
acts and deeds, as may be necessary or convenient to effect the purposes
of this Resolution and the transactions herein authorized.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk to deliver a certified copy of this Resolution
and an executed counterpart of the Agreement to the following:
Board of Directors of the Redevelopment Agency
of the City of Vernon
Attn. Acting Executive Director
4305 Santa Fe Avenue
Vernon, CA 90058
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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 August, 2005.
ATTEST:
BRUC1 MALK NHORST, JR.,
Acting City Clerk
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LEONIS C. MAL,:URG, ayor
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8830, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, August 17, 2005, and thereafter was duly signed by the
Mayor of the City of Vernon.
(SEAL)
BRUCE V.
LKENHORST, JR.
ty Clerk
SUPPORTING
DOCUMENTS
JOINT EXERCISE OF POWERS AGREEMENT
By and Between
CITY OF VERNON
and
REDEVELOPMENT AGENCY OF THE CITY OF VERNON
Dated as of September 1, 2005
Relating to the
VERNON ECONOMIC DEVELOPMENT AUTHORITY
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JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement "), dated
as of September 1, 2005, by and between the City of Vernon, a municipal corporation and a
chartered city duly organized and existing under the laws of the State of California (the "City "),
and the Redevelopment Agency of the City of Vernon, a public body corporate and politic duly
organized and existing under the laws of the State of California (the "Redevelopment Agency"
and together with the City, the "Parties "):
WITNESSETH
WHEREAS, pursuant to the California Joint Exercise of Powers Act, consisting
of Section 6500 through 6599.2 of the Government Code of the State of California (as the same
may be amended and supplemented from time to time, and including any successor legislation,
the "Joint Powers Act "), two or more public agencies may enter into an agreement to establish an
agency to exercise any power common to the contracting parties; and
WHEREAS, each of the Parties is a "public agency" as that term is defined in
Section 6500 of the Joint Powers Act; and
WHEREAS, each of the Parties is empowered to promote the economic
development of the City, including, without limitation, the promotion of opportunities for the
creation or retention of employment, the stimulation of economic activity, and the increase of the
tax base; and
WHEREAS, a public entity established pursuant to the Joint Powers Act is
empowered to issue industrial development bonds pursuant to the California Industrial
Development Financing Act (Title 10 (commencing with Section 91500) of the Government
Code of the State of California) (as the same may be amended and supplemented from time to
time, and including any successor legislation, the "Industrial Development Act ") and to
otherwise undertake financing programs under the Joint Powers Act or other applicable
provisions of law to promote economic development through the issuance of bonds, notes, or
other evidences of indebtedness, or certificates of participation in leases or other agreements (all
such instruments regardless of their form or the statutory authority for their issuance being herein
collectively referred to as "Bonds ");
WHEREAS, it is the desire of the Parties to establish the Vernon Economic
Development Authority (the "Authority ") as a separate entity under the Joint Powers Act, which
separate entity is to undertake projects and programs that promote the economic development of
the City, including, without limitation, the promotion of opportunities for the creation or
retention of employment, the stimulation of economic activity, and the increase of the tax base,
including the financing of projects with Bonds issued pursuant to the Industrial Development
Act, Article 2 or Article 4 of the Joint Powers Act, or other applicable provisions of law; and
WHEREAS, the projects and programs undertaken by the Authority hereunder
will result in significant public benefits, including those public benefits set forth in Section
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91502.1 of the Industrial Development Act, an increased level of economic activity, or an
increased tax base, and will therefore serve and be of benefit to the inhabitants of the City; and
WHEREAS, each of the Parties has determined that it is to such Party's advantage
and in the public interest of the inhabitants of the City, to enter into this Agreement in order to
establish the Authority to undertake programs and projects as herein provided by exercising the
common powers of the Parties relating to such programs and projects and such other powers in
connection with the promotion of the economic development of the City as are granted to the
Authority by the Joint Powers Act and other laws;
NOW, THEREFORE, the Parties, for and in consideration of the mutual promises
and agreements herein contained, do agree as follows:
SECTION 1. PURPOSE.
It is the purpose of this Agreement to establish, pursuant to the provisions of the
Joint Powers Act, an agency for and with the purpose of undertaking projects and programs for
the promotion of the economic development of the City, including, without limitation, the
promotion of opportunities for the creation or retention of employment, the stimulation of
economic activity, and the increase of the tax base, including the financing of projects with
Bonds issued pursuant to the. Industrial Development Act, Article 2 or Article 4 of the Joint
Powers Act, or other applicable provisions of law. Such purpose will be accomplished and said
powers exercised in the manner hereinafter set forth.
The Parties each possess the powers referred to in the recitals hereof. Nothing in
this Agreement shall be construed as a limitation on the rights of the Parties to exercise the
powers referred to in the recitals hereof outside of this Agreement.
SECTION 2. TERM.
This Agreement shall become effective in accordance with Section 19 hereof as of
the date first above written and shall continue in full force and effect for a period of sixty (60)
years from such date, or until such earlier time as it is terminated by either: (i) a writing signed
by all the Parties or (ii) by the withdrawal of one the Parties from this Agreement in accordance
with Section 13 hereof; provided, however, that, notwithstanding the foregoing this Agreement
shall not terminate or be terminated until the date on which: (i) all Bonds issued by the
Authority shall have been paid or deemed paid in accordance with the resolution, indenture or
other instrument or proceeding authorizing or securing such Bonds (each such resolution,
indenture, instrument and proceeding being herein referred to as an "Indenture "); and (ii) all
other indebtedness and liabilities incurred by the Authority shall have been paid.
SECTION 3. AUTHORITY.
A. CREATION OF AUTHORITY.
Pursuant to the Joint Powers Act, there is hereby created a public entity to be
known as the Vernon Economic Development Authority, and said Authority shall be a public
entity separate and apart from the Parties. The Authority's debts, liabilities and obligations do
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not constitute debts, liabilities or obligations of any Party to this Agreement except to the extent
that a Party has specifically contracted to be liable therefor in an agreement other than this
Agreement.
B. BOARD OF DIRECTORS.
The governing body of the Authority shall be a Board of Directors (the "Board ")
which shall consist of the members of the City Council of the City (the "Council "). The Board
shall be the administering agency of this Agreement, and, as such, shall be vested with the
powers set forth herein, and shall execute and administer this Agreement in accordance with the
purposes and functions provided herein.
Members of the Board shall not receive any compensation for serving as such but
shall be entitled to reimbursement for any expenses actually incurred in connection with serving
as a member of the Board if the Board shall determine that such expenses shall be reimbursed
and there are unencumbered funds available for such purpose.
C. OFFICERS; DUTIES; OFFICIAL BONDS.
(1) The Board shall elect a Chair, a Vice -C air, and a Secretary of the
Authority from among its members to serve for such term as shall be determined by the Board.
The Chair, Vice - Chair, and Secretary of the Authority shall have such powers, duties and
responsibilities as shall be determined by the Board.
(2) The Board shall appoint one of its officers or employees to serve as
both treasurer and auditor of the Authority (the "Treasurer"). The Treasurer shall have the
powers, duties and responsibilities specified in the Joint Powers Act for the treasurer and auditor
of a separate entity established thereunder and shall comply with all of the duties and
responsibilities of the offices of treasurer and auditor of a separate entity formed under the Joint
Powers Act set forth in the Joint Powers Act.
Subject to the provisions of each Indenture providing for a trustee or other fiscal
agent, the Treasurer is designated as the depositary of the Authority to have custody of all money
of the Authority from whatever source derived. Subject to the applicable provisions of each
Indenture and any contracts authorized by the Board for the lease, operation or custody of
Authority property, the Treasurer is designated as the public officer or person who has charge of,
handles, and has access to all property of the Authority.
The Treasurer shall file an official bond with the Secretary of the Authority in the
amount of $1,000 or such greater amount as shall be specified by the Board. If and to the extent
permitted by law, the Treasurer may satisfy this requirement by filing an official bond in at least
said amount obtained in connection with another public office so long as such official bond
includes coverage of the Treasurer as such officer of the Authority.
(3) The Board shall have the power to appoint such other officers,
agents, employees, counsel and accountants, and to specify their respective powers, duties and
responsibilities, as it may deem necessary or convenient.
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(4) The Board shall have the power, to the extent permitted by the
Joint Powers Act or any other applicable law, to delegate any of its functions to one or more of
the members of the Board, officers, employees or agents of the Authority, and to cause any of
said members, officers, employees or agents, to take any actions and execute any documents or
instruments for and in the name and on behalf of the Board or the Authority.
D. MEETINGS OF THE BOARD.
(1) Ralph M. Brown Act.
All meetings of the Board, including, without limitation, regular, adjourned
regular, special, and adjourned special meetings, shall be scheduled, called, noticed, held and
conducted in accordance with the provisions of the Ralph M. Brown Act, constituting Sections
54950 through 54963 of the Government Code of the State of California.
(2) Regular Meetings.
The Board shall hold at least one regular meeting during each Fiscal Year (as
hereinafter defined). The date, hour and place of the holding of the regular meetings shall, if
requested by a Party, be filed with such Party.
(3) Minutes.
The Secretary of the Authority shall cause to be kept minutes of the regular,
adjourned regular, special, and adjourned special meetings of the Board and shall, as soon as
possible after each meeting, cause a copy of the minutes to be delivered to each member of the
Board.
(4) Quorum.
A majority of the members of the Council then in office shall constitute a quorum
for the transaction of business. No action may be taken by the Board except upon the affirmative
vote of a majority of the members of the Council then in office, except that less than a quorum
may adjourn a meeting to another time and place.
E. RULES AND REGULATIONS.
The Authority may adopt, from time to time, by resolution of the Board, such
rules and regulations for the conduct of its meetings and affairs as the Board determines are
necessary or convenient.
SECTION 4. POWERS.
The Authority shall have any and all powers with respect to the promotion of the
economic development of the City, including, without limitation, the promotion of opportunities
for the creation or retention of employment, the stimulation of economic activity, and the
increase of the tax base, and the financing of projects and programs with Bonds, as are
authorized by law to each of the Parties hereto and separately to the public entity herein created.
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Such powers shall include all the common powers of the Parties specified in this Agreement and
may be exercised in the manner and according to the method provided in this Agreement. All
such powers, whether common to the Parties or separately conferred by law upon the Authority,
are specified as powers of the Authority.
The Authority is hereby authorized, in its own name, to do all acts necessary or
convenient for the exercise of its powers, including, but not limited to, any or all of the
following: to sue and be sued; to make and enter into contracts; to employ agents, consultants,
attorneys and employees; to acquire, construct, maintain and operate (or to provide for
maintenance and operation of) any buildings, works or improvements; to acquire, hold or dispose
of property, whether real or personal, tangible or intangible, wherever located; to issue Bonds or
otherwise incur debts, liabilities or obligations to the extent authorized by the Industrial
Development Act, the Joint Powers Act, including Article 2 and Article 4 thereof, or any other
applicable provision of law and to pledge any property or revenues as security for such Bonds
and other indebtedness; and to receive gifts, contributions and donations of property, funds,
services and other forms of assistance from persons, firms, corporations and any governmental
entity.
SECTION 5. MANNER OF EXERCISING POWERS.
To the extent required by Section 6506 of the Joint Powers Act, the manner in
which the Authority shall exercise its powers and perform its duties is and shall be subject to the
restrictions upon the manner in which the City could exercise such powers and perform such
duties. The manner in which the Authority shall exercise its powers and perform its duties shall
not be subject to any restrictions applicable to the manner in which any other public agency
could exercise such powers or perform such duties, whether such agency is a Party to this
Agreement or not.
SECTION 6. FISCAL YEAR.
For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal
year of the Authority being, until changed by resolution of the Board, the period from July 1 to
and including the following June 30 except for the first Fiscal Year which shall be the period
from the date of this Agreement to June 30, 2006.
SECTION 7. DISPOSITION OF ASSETS.
At the end of the term hereof or upon the earlier termination of this Agreement as
set forth in Section 2 hereof, after payment of all expenses and liabilities of the Authority, all
property of the Authority both real and personal shall automatically vest in the Parties in equal
shares and shall thereafter remain the sole property of the Parties; provided, however, that any
surplus money on hand shall be returned in proportion to the contributions made by the Parties.
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SECTION 8. BONDS.
A. AUTHORITY TO ISSUE BONDS.
The Authority may, when authorized by the Industrial Development Act, the Joint
Powers Act or other applicable provisions of law and by resolution of the Board, issue Bonds•for
the purpose of raising the funds necessary to exercise its powers or otherwise carry out its
purposes under this Agreement. Said Bonds may have such terms and conditions as shall be
authorized by the Board.
B. BONDS LIMITED OBLIGATIONS.
The Bonds, including the principal and any redemption price or purchase price
thereof, and the interest and premium, if any, thereon, shall be special obligations of the
Authority payable solely from, and secured solely by, the revenues, funds and other assets
pledged therefor under the applicable Indenture(s) and shall not constitute a charge against the
general credit of the Authority. The Bonds shall not be secured by a legal or equitable pledge of,
or lien or charge upon or security interest in, any property of the Authority or any of its income
or receipts except the property, income and receipts pledged therefor under the applicable
Indenture(s). The Bonds shall not constitute a debt, liability or obligation of the State of
California (the "State") or any public agency thereof, including the Parties, other than the special
obligation of the Authority as described above. Neither the faith and credit nor the taxing power
of the State or any public agency thereof, including the Parties and the Authority, shall be
pledged to the payment of the principal, redemption price or purchase price of, or the premium,
if any, or interest on the Bonds nor shall the State or any public agency thereof, including the
Parties, in any manner be obligated to make any appropriation for such payment.
No covenant or agreement contained in any Bond or Indenture shall be deemed to
be a covenant or agreement of any Director, officer, agent or employee of the Authority, in his
individual capacity and no Director or officer of the Authority executing a Bond shall be liable
personally on such Bond or be subject to any personal liability or accountability by reason of the
issuance of such Bond.
SECTION 9. SWAPS AND OTHER FINANCIAL PRODUCTS.
In the exercise of a common power of the Parties or when the Authority is
separately authorized by the Joint Powers Act or other applicable provisions of law, the
Authority, when authorized by resolution of the Board, may enter into hedging or other
arrangements with respect to interest rates or other matters relating to any of the Authority's
projects, programs, assets and/or liabilities. Such hedges or other arrangements shall include but
not be limited to swaps, options, puts, calls, collars floors, ceilings, and swaptions. Said hedges
and other arrangements may have such terms and conditions as shall be authorized by the Board.
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SECTION 10. ACCOUNTS AND REPORTS.
A. BOOKS AND RECORDS.
All funds of the Authority shall be strictly accounted for in books of account and
financial records maintained by the Authority. The Authority shall establish and maintain such
funds and accounts as maybe required by good accounting practice and by each Indenture for
outstanding Bonds (to the extent such duties are not assigned to a trustee for owners of Bonds).
The books and records of the Authority shall be open to inspection at all reasonable times by
each Party.
The Authority shall require that each Indenture provide that the trustee appointed
thereunder shall establish suitable funds, furnish financial reports and provide suitable
accounting procedures to carry out the provisions of such Indenture. Said trustee may be given
such duties in said Indenture as may be desirable to carry out the requirements of this Section.
B. AUDIT.
The Treasurer shall cause an independent audit to be made of the books of
accounts and financial records of the Authority in compliance with the requirements of the Joint
Powers Act. Any costs of the audit, including contracts with, or employment of, certified public
accountants or public accountants in making an audit pursuant to this Section, shall be borne by
the Authority and, to the extent not paid from funds provided pursuant to one or more of the
Authority's projects or programs, shall be a charge against any unencumbered funds of the
Authority available for that purpose.
C. REPORTS TO PAR! TES.
The Treasurer of the Authority, as soon as practicable after the close of each
Fiscal Year but in any within the time necessary to comply with the requirements of the Joint
Powers Act, including provisions relating to the delivery of financial reports, shall give a
complete written report of all financial activities of the Authority for such Fiscal Year, including
all receipts and disbursements, to each of the Parties to the extent such activities are not covered
by the reports of the trustees for the owners of Bonds.
SECTION 11. FUNDS.
Subject to the applicable provisions of each Indenture, which may provide for a
trustee to receive, have custody of and disburse funds that constitute Authority funds, the
Treasurer of the Authority shall receive, have the custody of and disburse Authority funds
pursuant to accounting procedures approved by the Board, and shall make the disbursements
required by this Agreement or otherwise necessary or convenient to carry out any of the
provisions or purposes of this Agreement.
SECTION 12. NOTICES.
Notices and other communications hereunder to a Party shall be sufficient if
delivered to the clerk or secretary of the governing body of such Party.
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SECTION 13. WITHDRAWAL OF PARTIES.
A Party may withdraw from this Agreement upon written notice to the Board;
except that no such withdrawal shall be permitted which would result in the dissolution of the
Authority so long as any Bonds remain outstanding under an Indenture. The Board shall
acknowledge receipt of such notice of withdrawal in writing and shall file such notice (or other
appropriate document or instrument) as an amendment to this Agreement as required by the Joint
Powers Act or other applicable provisions of law, such amendment to this Agreement and
withdrawal of a Party to become effective upon such filing.
SECTION 14. INDEMNIFICATION.
To the full extent permitted by law, the Board may authorize indemnification by
the Authority of any person who is or was a member of the Board, officer, employee or other
agent of the Authority, and who was or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was such a member of the Board, officer,
employee or other agent of the Authority, against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with such proceeding, if such
person acted in good faith and in a manner such person reasonably believed to be in the best
interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to
believe the conduct of such person was unlawful and, in the case of any action by or in the right
of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
SECTION 15. CONTRIBUTIONS AND ADVANCES.
Without limiting the power of the Authority to accept contributions from persons
other than the Parties, contributions or advances of public funds and of the use of personnel,
equipment or property may be made to the Authority by the Parties hereto for any of the
purposes of this Agreement. Any such advance may be made subject to repayment, and in such
case shall be repaid, in the manner agreed upon by the Authority and the Party making such
advance.
SECTION 16. IMMUNITIES.
All of the privileges and immunities from liabilities, exemptions from laws,
ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits
which apply to the activity of officers, agents, employees or other representatives of a Party
when performing their respective functions within the territorial limits of their public agency,
shall apply to them to the same degree and extent while engaged as a member of the Board,
officer, agent, employee or other representative of the Authority or while engaged in the
performance of any of their functions or duties under the provisions of this Agreement whether
within or outside of the boundaries of the applicable Party. -
SECTION 17. CONSULTANTS AND ADVISORS.
The Authority may employ the services of independent counsel, including bond
and other special counsel, financing, engineering, utility and other consultants and advisors, and
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accountants and auditors in connection with the programs and projects undertaken pursuant to
this Agreement, including the issuance of Bonds and the entry into financial products authorized
by Section 9 hereof. The fees and expenses of such counsel, consultants, advisors, accountants
and auditors, and the expenses of the Authority in connection with such programs and projects,
shall, to the extent not paid from funds received pursuant to one or more agreements relating to
Bonds, be paid from the proceeds of Bonds or any other unencumbered funds of the Authority
available for such purpose.
SECTION 18. AMENDMENTS.
This Agreement shall not be amended, modified, or altered except by a written
instrument duly executed by each of the Parties.
SECTION 19. EFFECTIVENESS.
This Agreement shall become effective and be in full force and effect and a legal,
valid and binding obligation of each of the City and the Redevelopment Agency at 9:00 a.m.,
California time, on the first date as of which each Party shall have received from the other an
executed counterpart of this Agreement, together with a certified copy of a resolution of the
governing body of such Party approving this Agreement and the execution and delivery hereof.
SECTION 20. PARTIAL INVALIDITY.
If any one or more of the terms, provisions, promises, covenants or conditions of
this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any
reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms,
provisions, promises, covenants and conditions of this Agreement shall not be affected thereby,
and shall be valid and enforceable to the fullest extent permitted by law.
SECTION 21. SUCCESSORS.
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the Parties hereto. Except to the extent expressly provided herein, no Party may
assign any right or obligation hereunder without the consent of the other Party.
SECTION 22. MISCELLANEOUS.
This Agreement may be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The section headings herein are for convenience only and are not to be construed
as modifying or governing the language in the section referred to.
This Agreement is made in the State, under the Constitution and laws of the State
and is to be construed as a contract made and to be performed in the State.
This Agreement is the complete and exclusive statement of the agreement
between the Parties with respect to the subject matter hereof, and this Agreement supersedes and
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merges all prior.proposals, understandings, and other agreements, whether oral, written, or
implied in conduct, between the Parties relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and attested to by their proper officers thereunto duly authorized, as of the day and year
first above written.
Dated: September 12, 2005
Approved as to form:
City Attorney
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CITY OF VERNON
Atte
nis C. Malburg
ayor
-10-
ruce V. Malkenhorst, Jr.
Acting City Clerk
Dated: September 12, 2005 REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
Approved as to form:
DOCSLA1:501582.4
42797 -2
L s nis C. Malburg
Chairman
State of California
Secretary of State
NOTICE OF A JOINT POWERS AGREEMENT
(Government Code Section 6503.5 or 6503.7)
Instructions:
1. Complete and mail to: Secretary of State, P.O. Box 942877,
Sacramento, CA 94277-0001 (916) 653 -3984
2. Include Bing fee of $1.00.
3. Do not include attachments, unless otherwise specified.
FILE NO. ! 9 9
FILED
In the of the f the Secretary cr ttarry of State
SEP 19 2005
(Office Use Only)
The name of the agency or entity created under the agreement and responsible for the administration of the agreement
is: Vernon Economic Development Authority
Marling Address: 4305 Santa Fe Avenue, Vernon, California 90058
Provide a short title of the agreement if applicable: Joint Exercise of Powers Agreement, dated as of
September 1, 2005, by and between City of Vernon and Redevelopment Agency of the City of Vernon
The public agencies party to the agreement are:
(1) City of Vernon
(2) Redevelopment Agency of the City of Vernon
(3)
If more space is needed, continue on a separate sheet and attach it to this form.
The effective date of the agreement is: As of September 1, 2005
agreement's or the powers to be exercised: The. Vernon. Economi
Provide pamncee�ndensed statement of the ag purpose
Development
purpose of undertaking was gramsoformthe other evetay nt of
the City of Vernon, including, without limitaprograms
ion,. the romotion of opportunities jor a crea'ion or
retention of employment, the stimulation of economic activity, and the in yeas: •- th , ax ba e, includ-
the financing of projects with Bonds issued pursuant
to the Industrial Development Act, Article 2 or Article
4 of the Joint Powers Act or other applicable
provisions of law. (Capitalized undefined terms
shall have the meanings ascribed thereto in the
September 12, 2005 PowersEAgrei sent.
Date
SEC/STATE NP/SF 404A (REV. 0)
Bruce V. Malkenhorst, Jr., Secretary
Typed Name and Ti ie
State of California
Secretary of State
STATEMENT OF FACTS
ROSTER OF PUBLIC AGENCIES FILING
(Govemment Code Section 53051)
Instructions:
1. Complete and mail to: Secretary of State,
P.O. Box 942877, Sacramento, CA 94277 -0001 (916) 653 -3984
.2. A street address must be given as the official mailing address or as
the address of the presiding officer.
3 Complete addresses as required.
4. If you need additional space, please include information on an 814 X 11 page.
in the office State Secretary n a•State
of the
SEP 15 2005
(Office Use Ony).
New Filing ✓ Update
Legal name of Public Agency Vernon Economic Development Authority
Nature of Update: New Filing
County- Los Angeles
Official Mailing Address: 4305 Santa Fe Avenue, Vernon, California 90058
Name and Address of each member of the governing board:
Chairman President or other Presiding Officer (Indicate Title): , Chairman
Name: Leonis C. Malburg - Address: 4305 Santa Fe Avenue, Vernon, California 90058
Secretary or Clerk (Indicate Title)- Secretary
Name. Bruce V. Malkenhorst , Jr .
Address: 4305 Santa Fe Avenue, Vemon, California 90058
Members:
Name.
Thomas A. Ybarra Address: 4305 Santa Fe Avenue, Vernon,- California 90058
Name: William Davis Address: 4305 Santa Fe Avenue, Vernon, California ' 1158
Name. Mario Gonzalez Address: 4305 Santa Fe Avenue, Verno iforni. 90058
Name Michael McCormick Address: 4305 Santa Fe Aven e, V - alifo ,i a 90058
Name: Addre
Date:
September 12, 2005
SEC/STATE NP/SF 405 (REV. 03/2005)
Bruce V. Malkenhorst, Jr.
Secretary
St- ®f CaDiforni l
Secretary , -tf State
STATEMENT OF FACTS
ROSTER OF PUBLIC AGENCIES FILING
(Government Code Section 53051)
Instructions:
1. Complete and mail to: Secretary of State,
P.O. Box 942877, Sacramento, CA 94277 -0001 (916) 6534984
2. A street address must be given, as the official mailing address or as
the address of the presiding officer.
3. Complete addresses as required.
4. If you need additional space, please include information on an 8% X 11 page.
New Filing [71 Update
Legal name of Public Agency: Vernon Economic Development Authority
ORIGINAL FILED
SEP 2 2 2005
LOS ANGELES, COUNTY CLERK
(Office Use Only)
Nature of Update* New Filing
County: Los Angeles
Official Mailing Address* 4305 Santa Fe Avenue, Vernon, California 90058
Name and Address of each member of the a governing ,board:
�
C - 111.1 - - r d1 • ! - l' i. • el, Indicate Title): Chairman
4305 Santa Fe Avenue, Vernon, California 90058
Name: Leonis C. Malburg
Secretary or Clerk (Indicate Title):
Name: Bruce V. Malkenhorst ,
Members:__
Thomas A. Ybarra
Name*
Name:
Name:
Name:
Name:
Date:
Address:
Secretary
Jr.
William Davis
Hilario Gonzalez
Michael McCormick
September 12, 2005
SEGSTATE NP/SF 405 (REV. 032005)
Address: 4305 Santa Fe Avenue, Vernon, California 90058
Address: 4305 Santa Fe Avenue, Vernon,. California 90058
Address: 4305 Santa Fe Avenue, Vernon, California 90058
Address: 4305 Santa Fe Avenue, Vernon, California 90058
Address: 4305 Santa Fe Avenue, Vemo1 alifornia ' 1 t 58
Address:
Sicx►a
Bruce V. Malkenhorst, Jr.
Secretary