Resolution No. 8988I RESOLUTION NO. 8988
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING THE ISSUANCE OF NOT TO EXCEED
$9,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL
4 DEVELOPMENT REVENUE BONDS BY THE CALIFORNIA
STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
5
6 WHEREAS, the California Statewide Communities Development
7 Authority (the "Authority") in its inducement resolution (the
8 ("Inducement Resolution") as presented to this meeting and attached
9 hereto as Exhibit A has proposed to issue an amount not to exceed
10 $9,000,000 aggregate principal amount of industrial development
11 revenue bonds (the "Bonds") pursuant to the California Industrial
12 Development Financing Act, Section 91500 et seq. of the California
13 Government Code, as amended and supplemented (the "Act"); and
14 WHEREAS, the project to be financed by the Bonds consists of
15 costs associated with the acquisition, construction, improving and/or
16 equipping of a food (primarily meat) processing facility or facilities
17 and financing costs (the "Project") as described in the Inducement
18 Resolution; and
19 WHEREAS, the Authority has requested that the City Council of
20 the City of Vernon (the "City") approve the issuance of the Bonds in
21 order to satisfy the public approval requirement of Section 147(f) of
22 the Internal Revenue Code of 1986, as amended (the "Code"), the
23 requirements of Section 9 of the Amended and Restated Joint Exercise
24 of Powers Agreement (the "Agreement"), dated as of June 1, 1988, among
25 certain local agencies, including the City, and the public agency
26 approval requirement of Section 91530(f) of the California Government
27 Code, as amended; and
28 WHEREAS, a public hearing was conducted on March 22, 2006,
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by the City Council of the City, at which time an opportunity was
provided to interested parties to comment on the issuance of the Bonds
and the location of the Project; and
WHEREAS, it is intended that this resolution shall constitute
the approval of the issuance of the Bonds required by Section 147(f)
of the Code, Section 9 of the Agreement and Section 91530(f) of the
California Government Code.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City hereby finds and
determines that the recitals contained hereinabove are true and
correct.
SECTION 2: The City Council of the City hereby approves
the issuance of the Bonds for the purposes of Section 147(f) of the
Code, Section 9 of the Agreement and Section 91530(f) of the
California Government Code.
SECTION 3: The Acting City Clerk of the City 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 22nd day of March, 2006.
ATTEST•
BRUCE V. ALKENHORST, JR.
Actin ty Clerk
�LEO�NIS A RMayor
- 2 -
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. 8988, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, March 22, 2006, and thereafter was duly signed by the Mayor
of the City of Vernon.
BRUCE MALKENHORST, JR.
Actin ity Clerk
(SEAL)
- 3 -
EXHIBIT
VA,
RESOLUTION NO.2006IDB-1
RESOLUTION OF THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY MAKING DETERMINATIONS WITH
RESPECT TO THE FINANCING OF FACILITIES; DECLARING ITS
OFFICIAL INTENT TO UNDERTAKE SUCH FINANCING; AND TO
REIMBURSE CERTAIN CAPITAL EXPENDITURES FROM PROCEEDS
OFINDEBTEDNESS
WHEREAS, the California Statewide Communities Development Authority (the
"Authority") is authorized and empowered by the provisions of Title 1, Division 7, Chapter 5 of
the California Government Code to issue industrial development revenue bonds pursuant to the
California Industrial Development Financing Act, as amended and supplemented (the "Act"), for
the purpose of financing certain costs of a project, as that term is defined in the Act; and
WHEREAS, 3450 Vernon Avenue, LLC, or its successor or assigns (the "Borrower"),
desires to acquire, construct, improve and/or equip a facility or facilities, which will be located at
3450/3470 E. Vernon Avenue, Vernon, California, and which will consist of the acquisition,
construction, improving and/or equipping of a processing facility or facilities for food (primarily
meat) processing (the "Project"); and
WHEREAS, the Borrower is willing to acquire, construct, improve and/or equip such
Project upon the issuance of the Authority's industrial development revenue bonds to finance
such Project pursuant to the Act; and
WHEREAS, the Borrower has therefore submitted, and this Commission has accepted,
an application requesting financing for such Project; and
WHEREAS, the Authority may not issue industrial development revenue bonds to
finance such Project until this Commission makes certain determinations with respect to public
benefits and qualification of the Project as required by the Act; and
WHEREAS, this Commission has carefully considered and discussed the information
contained in such application and other information necessary to make such determinations;. and
WHEREAS, this Commission desires to induce the Borrower to commence the
acquisition, construction, improving and/or equipping of the Project at the earliest possible time
so as to produce the public benefits set forth herein; and
WHEREAS, the Authority, in the course of assisting the Borrower in the financing of the
Project expects that the Borrower has paid or may pay certain expenditures (the "Reimbursement
Expenditures") in connection with the Project within 60 days prior to the adoption of this
Resolution and prior to the issuance of indebtedness for the purpose of financing costs associated
with the Project on a long-term basis; and
DOCSLA1:517541.2 I
WHEREAS, the Authority reasonably expects that debt obligations in an amount not
expected to exceed $9.0 million will be issued and that certain of the proceeds of such debt
obligations may be used to reimburse the Reimbursement Expenditures; and
WHEREAS, Section 1.103-8(a)(5) and Section 1.150-2 of the Treasury Regulations
require the Authority to declare its reasonable official intent to reimburse prior expenditures for
the Project with proceeds of a subsequent borrowing;
NOW, THEREFORE, the Commission of the California Statewide Communities
Development Authority does hereby resolve as follows:
Section 1. This Commission hereby finds and determines that the foregoing recitals
are true and correct.
Section 2. This Commission hereby finds and determines that:
(a) the activities and uses of the Project as a processing facility or facilities for
food (primarily meat) processing is in accord with the purposes and requirements of the
Act;
(b) the use of the Project is likely to produce (i) employment benefits (within
the meaning of Section 91502.1(b)(1) of the Act) by securing or increasing the number of
employees of the Borrower and any other direct users of the Project or the compensation
for such employment and (ii) consumer benefits (within the meaning of Section
91502.1(b)(3) of the Act) by improving the quantity or quality or reducing the price of
products, energy or related services or facilities, and by producing new or improved
products or related services or facilities;
(c) the issuance of the industrial development revenue bonds by the Authority
in an amount sufficient to finance certain costs of the Project, which is now estimated to
be approximately $9.0 million, as described in Exhibit A attached hereto, is likely to be a
substantial factor in the accrual of one or more of the public benefits from the use of the
Project as proposed in the Borrower's application; and
(d) the proposed financing is otherwise in accord with the purposes and
requirements of the Act.
Section 3. It is the present intent of the Authority to issue, at one time or from time to
time, industrial development revenue bonds (the interest of which is intended to be exempt from
federal income taxation) when permitted to do so under the Act in the amount not to exceed
$9.0 million to finance certain costs of the Project.
Section 4. This Resolution is being adopted by the Authority solely for purposes of
establishing compliance with the requirements of the Act and Section 1.103-8(a)(5) and Section
1.150-2 of the Treasury Regulations. The Authority hereby declares its official intent to use
proceeds of indebtedness to reimburse the Reimbursement Expenditures. Notwithstanding the
foregoing, this resolution does not bind the Authority to make any expenditure, incur any
indebtedness, or proceed with the Project.
DOCSLAI :517541.2 2
Section 5. This Resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED by the California Statewide Communities Development
Authority this 1 st day of March, 2006.
I, the undersigned, a duly appointed, and qualified Member of the Commission of the
California Statewide Communities Development Authority, DO HEREBY CERTIFY that the
foregoing resolution was duly adopted by the Commission of said Authority at a duly called
meeting of the Commission of said Authority held in accordance with law on March 1, 2006.
By Member of of the Commission,
California Statewide Communities
Development Authority
DOCSLA1:517541.2 3
EXHIBIT A
APPLICATION OF THE BORROWER
DOCS LA I :517541.2
101ST ►OMl11%14tft"001•
Fr rxd# FIB' t +rr f+�iif'sY,�. d as. ae�c, F"f L,-�4 G".f<rm o". t w ntr 14.*B
Industrial Development/Manufacturing Bond Application
Application Number: 2006020004
Business Name:
Culver City Meat Company Inc./Golden West Trading Inc.
Primary Contact:
Levi Limanovich
Title:
Owner
Street Address:
3420 East Vernon Avenue Suite:
City:
Vernon State: CA Zip Code: 90058
Telephone Number:
323-581-3663
Fax Number:
323.973.4020
E-mail:
jhamiilQcacommunities.org
NAICS (or SIC) Code:
Products Manufactured: Processes poultry, beef and pork
Project Name: Culver City Most Company/Golden West Trading
COST TO BE FINANCED
Land: $0
Building: $6,800,000
Equipment: $1,000,000
TOTAL: $7,800,000
Project Street Address: 3450/3470 East Vernon Avenue
City: Vernon State: CA Zip Code: 90058
County: Los Angeles
Has the city or county in which the project is located been contacted? If so, please provide name, title, telephone
number and e-mail address of the person contacted:
Contact Name: Chris Romero
Title: Administrative Department
Telephone:
Fax Number:
E-mail:
Page 1 of 2
A. EMPLOYMENT CREATION
CURRENT TRANSFERS NEW HIRES TOTAL
EMPLOYEES 300 200 105 605
B. DESCRIBE ANY OTHER PUBLIC BENEFITS ASSOCIATED WITH THE PROJECT
Moving to the new facility will create economies of scale.
Type of Entity: r- C Corporation SubChapter S Corporation
i" Limited Liability Company" Partnership
r Other (specify):
Principal Owners/Shareholders Percentate of Ownership
Levi Litmanovich 52%
Eric Litmanovich 24%
Gigi Litmanovich/Josh Solovy 24%
.................
Date of Incorporation: 1960
State: CA
Please provide the following information as additional attachments:
Attachment Description of Information
A $5,000 non-refundable* application fee payable to "CSAC Finance Corporation." This fee will be
credited to your issuance costs at closing (see CSCDA Fee Policies).
B Audited or reviewed financial statements for the most recent three years and the current year interim,
prepared in accordance with GAAP.
C A schedule of land, building and equipment to be financed including cost, description and brochure.
*Refundable only if financing not approved.
MAILING ADDRESS
California Communities
2033 N. Main St., Suite 700
Walnut Creek, CA 94596
Page 2 of 2
SUPPORTING
DOCUMENTS
.
`cl d
JUDI
0 31131ob
ORRICK
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
(1 �O LOS ANGELES, CA 90017-5855
tel 213-629-2020
J p fax 213 612-2499
WWW.ORRICK.COM
I -1',*,*e �9L � /�t,
(n '
March 7, 2006
VIA FACSIMILE AND REGULAR MAIL
Mr. Bruce Malkenhorst, Jr.
Acting City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: California Statewide Communities Development Authority
(3450 Vernon Avenue, LLC Food ProcessingFacility acility Project)
Dear Mr. Malkenhorst:
Donald S. Field
(213)612-2287
dfield@orrick.com
tyr�
RECEIVED
Q,
MAR 0 8 2006
CITY CLERK'S OFFICE' "1
Enclosed please find a form of the TEFRA Notice, the Notice of Filing an Application
and the Resolution of the City Council of the City of Vernon (the "City") with respect to an
industrial development bond ("IDB") financing for 3450 Vernon Avenue, LLC, to be
accomplished through the California Statewide Communities Development Authority
("CSCDA"). Enclosed also is a copy of the Industrial Development/Manufacturing Bond
Application (the "Application") submitted to CSCDA with respect to this IDB financing to be
filed with the City pursuant to California Government Code Section 91530(f).
Set forth below is a brief summary of the basis for the power of CSCDA to accomplish
such an IDB financing, as well as the action required to be undertaken by the City, as a program
participant (the "Program Participant") of CSCDA, in order for such financings to proceed.
CSCDA structures its IDB financings so that neither CSCDA or the Program Participant will be
subject to pecuniary liability with respect to such financings.
Pursuant to the provisions of the Joint Powers Act, comprising of Article 1, Article 2 and
Article 3 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the
Government Code of the State of California (the "Act"), a number of California cities and
counties, including the City, have entered into a joint exercise of powers agreement (the
"Agreement"), pursuant to which CSCDA was organized.
CSCDA is authorized by its Agreement to issue bonds, notes, or other evidences of
indebtedness, or certificates of participation in leases or other financing agreements in order to
promote economic development. Pursuant to the Agreement, CSCDA will not approve a
DC CSLA1:518275.1
O
ORRICK
Mr. Bruce Malkenhorst, Jr.
March 7, 2006
Page 2
financing unless the governing body of the Program Participant in whose jurisdiction the project
is located (or to be located) approves the project and the financing of such project.
Section 147(f) of the Internal Revenue Code of 1986 also requires that the proposed
financing be approved by a governmental unit having jurisdiction over the area in which the
facility to be financed is located. A financing will be treated as having been approved by a
governmental unit if such issue is approved "by the applicable elected representative of such
governmental unit after a public hearing following reasonable public notice."
Furthermore, CSCDA is not permitted to proceed with the proposed financing prior to
the City's approval pursuant to Section 91530(f) of the California Government Code.
The foregoing will be deemed satisfied if the City Council of the City holds a public
hearing (upon at least 14 days prior written notice) and approves the financing to be undertaken
through CSCDA. Again, although the City would be approving the IDB financing for the
purposes of Section 91530(f) of the California Government Code, federal tax law and the
Agreement, the City would not have pecuniary liability with respect to the IDB financing.
It is our understanding that the City will hold its public hearing on March 22, 2006, and
therefore the TEFRA Notice must be published by no later than March 8, 2006. I will assist in
the publication of the TEFRA Notice and the Notice of Filing an Application.
Should you have any questions or comments, please do not hesitate to call.
Si ely,
Donald S. Field
DSF:smm
Enclosures
cc: Jeff A. Harrison, Esq.
DOCSLA1:518275.1
ORRICK, HERRINGTON & SUTCLIFFE LLP
0 777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
O R R I C K fax 213-612-2499
WWW.ORRICK.COM
March 14, 2006 Laura A. Gao
(213) 612-2131
lgao@orrick.com
Nelly Giron, Deputy City Clerk(
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Re: Declaration of Publication of notice of Filing an Application with California Statewide
Communities Development Authority
Dear Nelly:
Enclosed please find for your records the original Declaration of Publication which was published in
the Metmpolitan News -Enterprise on March 7, 2006, in connection with the public hearing to be held
on March 22, 2006.
If you have any questions, please do not hesitate to call me at (213) 612-2131.
Very truly yours,
Laura A. Gao
Project Manager
Enclosures
DOCSLA1:518494.2
42797-3
0
ORRICK
March 9, 2006
Nelly Giron, Deputy City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Re: Declaration of Publication for Notices
Dear Nelly:
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499
WWW.ORRICK.COM
Laura A. Gao
(213) 612-2131
lgao@orrick.com
Enclosed please find for your records the original Declarations of Publication, both of which were
published in the Metropolitan News -Enterprise on March 7, 2006, in connection with the public hearing
to be held on March 22, 2006.
If you have any questions, please do not hesitate to call me at (213) 612-2131.
Very truly yours,
lt404 W -�k'-'C
Laura A. Gao
Project Manager
Enclosures
DOCSLA1:518494.1
42797-3
DECLARATION OF PUBLICATION
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
LAURA A GAO
ORRICK HERRINGTON & SUTCLIFFE
777 S FIGUEROA ST
STE 3200
NOTICE OF FILING AN
APPLICATION WITH CALIFORNIA
LOS ANGELES CA 90017
STATEWIDE COfiIMJ14TIES
DEVELOPWNT AUTHORITY
NOTICE
NOTICE 13 HEREBY GIVEN that an
application has been filed with the Cali-
3450 VERNON AVENUE, LLC
forma statewide Communities Develop-
"Authority"),
ment Authority (the and
that the Authority has accepted the
HEARING/CLOSE/SALE DATE: 03/22/06
application from 3450 Vernon Avenue,
LLC (the "Applicant"), requesting that
the Authority Issue its revenue bonds in
an estimated principal amount not to
exceed $9.0 moron to pay costs of a
facility to be located at 3460/3470
The undersigned says:
t ens used a foods (un seat)
processing facility. if Issued, such bonds
Will be payable solely from revenues
I am over the age of 18 years and a citizen of the
derived under a loan agreement to be
United States. I am not a party to and have no interest in
executed among the Authority, the
Applicant and the purchaser of the
this matter. I am a principal clerk of the METROPOLI-
of th faith and Mooedany Otyof
TAN NEWS -ENTERPRISE, a newspaper of general cir-
Vernon.
culation in the City of Los Angeles, the Judicial District
Further
by reviewing the ppli atlon at � Au
Au -
of Los Angeles, the County of Los Angeles, and the State
th i$o•'located atI?S,®
of California, as adjudicated in Los Angeles Superior
1ces I
during regulac business hours.
Court Case No. 601165. The notice, a printed copy of
Dated: March 7, zoos
which appears hereon, was published on the following
- /a/ Daniel Harrison
date(s): Mar 7, 2006
Daniel Harrison, Secretary,
California statewide Communities
Development Authority
I declare under penalty of perjury that the foregoing is
CN749821 517548.3 Mar 7, 2008
true and correct. Executed at Los Angeles, California on
03/07/06. /)
Metropolitan Newnte
P.O. Box 6N59
Los Angeles, Ca 90060
Phone: (213) 346-0033
Fax: (213) 687-3886
Cust. Num.: 005844 Control Num.: 749921
Cust. Ref. Num.: 517548.3 101MON1111
Page 1 of 1
DECLARATION OF PUBLICATION
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
LAURA A GAO
ORRICK HERRINGTON & SUTCLIFFE
777 S FIGUEROA ST
STE 3200
LOS ANGELES CA 90017
NOTICE OF PUBLIC HEARING
3450 VERNON AVENUE, LLC
HEARING/CLOSE/SALE DATE: 03/22/06
The undersigned says:
I am over the age of 18 years and a citizen of the
United States. I am not a party to and have no interest in
this matter. I am a principal clerk of the METROPOLI-
TAN NEWS -ENTERPRISE, a newspaper of general cir-
culation in the City of Los Angeles, the Judicial District
of Los Angeles, the County of Los Angeles, and the State
of California, as adjudicated in Los Angeles Superior
Court Case No. 601165. The notice, a printed copy of
which appears hereon, was published on the following
date(s): Mar 7, 2006
I declare under penalty of perjury that the foregoing is
true and convect. Executed at Los Angeles, California on
03/07/06.
ignature
Metropolitan News -En rprise
P.O. Box 6085
Los Angeles, Ca 90060
Phone: (213) 346-0033
Fax: (213) 687-3886
Cust. Num.: 005844 Control Num.: 749920
Cust. Ref. Num.: 517548.3 1010101111
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that on
March 22, 2006 the City Council of the
City of Vernon will hold a public hearing
with respect to the proposed Issuance of
industrial development revenue bonds In
anamount not to exceed $9.0 million
(the "Bonds"). The California Statewide
Communities Development Authority will
be the Issuer of the Bonds. The Bonds
will be Issued for the purpose, among
other things, of assisting in the financing
of ceriahin faollities which will be owned
and operated by 3450 Vernon Avenue,
LLC, or its successor or assigns, to be
located at 3450/3470 Vernon Avenue,
Vernon, California, and to be used as a
food (primarily meat) processing facility.
The hearing will commence on or
about 5:00 p.m or as soon thereafter as
can be heard), and will be held at the
Council Chambers of City Hall, 4305
South Santa Fe Ave". Vernon, Cali-
fornia 90058. Interested persons wish-
ing to express thelr News on the issu-.
ante of the Borhds or on the nature and
location of the facility proposed to be
financed will be given an opportunity to
do so at the public hearing or may, prior
to the time of the hearing, submit written
comments to the Acting City Clark of the
City of Vernon, 4305 South Santa Fe
Avenue, Vernon, California 90058.
Dated: March 7, 2006
/a/ Bruce V. Malkenho st, Jr.
Bruce V. MNkenhorst, Jr.,
Acting City Clerk of the City of Vernon
CN749920 517548.3 Mar 7, 2006
Page I of I
. s
t
DECLARATION OF PUBLICATION
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
LAURA A GAO
ORRICK HERRINGTON & SUTCLIFFE
777 S FIGUEROA ST
STE 3200
NOTICE OF PUBLIC HEARING
LOS ANGELES CA 90017
NOTICE IS HEREBY GIVEN that on
March 22, 2005 the City Council of the
CI of Vernon will hold a public hearing
NOTICE OF PUBLIC BEARING
Industrial��de Level pment r` evenueoposed ebbai�ds n
3450 VERNON AVENUE, LLC
an amount not to exceed $9.0 mfilon
"Bonds ').
the The California Statewide
mmunities Development Authority *All
HEARING/CLOSE/SALE DATE: 03/22/06
will besIssuue fo °the pu poseaWg
other things, of assisting in the financing
of certain facilities which will be owned
and operated by 3450 Vernon Avenue,
LLC, or Its successor or assigns, to be
The undersigned says:
locate at 3450/3470 Vernon Avenue,
used
Vernfood probing
, a t) facility.
(primarilymimeet)
The The hearing will commence on or
I am over the age of 18 years and a citizen of the
about 5:00 p.m. (or as soon thereafter as
United States. I am not a party to and have no interest in
can be heard), and will be held at the
Council Chambers of City Hall, 4305
this matter. I am a rinci al clerk of the METROPOLI-
principal P
South Santa Favenue, Vernon, Call -
forma 90055. Interested persons wish -
TAN NEWS -ENTERPRISE, a newspaper of general cir-
Ing to express their views on the Issu-
in the City of Los Angeles, the Judicial District
anceculation
oc&n of the facil t � roposeed1d oabe
of Los Angeles, the County of Los Angeles, and the State
an opportunity tI«
co racedso p
of California, as adjudicated in Los Angeles Superior
at the public hearing
to the time of the hearing, submit written
Court Case No. 601165. The notice, a printed copy of
noon, the a�g�;t SantaClerk Fethe
city of Vto
which appears hereon, was published on the following
Avenue, Verniirch n, Cal90058.
Mar 7, 2006
oos�a
atedate(s): /a/ Bruce V. Malkenhorst, Jr.
Bruce V. Malkenhoret, Jr.,
I declare under penalty of perjury that the foregoing is
Acting City
517750 erlk of 3 Mar 7 2 Vernon
true and correct. Executed at Los Angeles, California on
011716.
signature /
Metropolitan News-Efiterprise
P.O. Box 60859
Los Angeles, Ca 90060
Phone: (213) 346-0033
Fax: (213) 687-3886
Cust. Num.: 005844 Control Num.: 749920
Cust. Ref. Num.: 517548.3 IM10111111
Page I of 1
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that on March 22, 2006 the City Council of the City of
Vernon will hold a public hearing with respect to the proposed issuance of industrial
development revenue bonds in an amount not to exceed $9.0 million (the "Bonds"). The
California Statewide Communities Development Authority will be the issuer of the Bonds. The
Bonds will be issued for the purpose, among other things, of assisting in the financing of certain
facilities which will be owned and operated by 3450 Vernon Avenue, LLC, or its successor or
assigns, to be located at 3450/3470 Vernon Avenue, Vernon, California, and to be used as a food
(primarily meat) processing facility.
The hearing will commence on or about 5:00 p.m. (or as soon thereafter as can be heard),
and will be held at the Council Chambers of City Hall, 4305 South Santa Fe Avenue, Vernon,
California 90058. Interested persons wishing to express their views on the issuance of the Bonds
or on the nature and location of the facility proposed to be financed will be given an opportunity
to do so at the public hearing or may, prior to the time of the hearing, submit written comments
to the Acting City Clerk of the City of Vernon, 4305 South Santa Fe Avenue, Vernon,
California 90058.
Dated: March 7, 2006
/s/ Bruce V. Malkenhorst Jr.
Bruce V. Malkenhorst, Jr.,
Acting City Clerk of the City of Vernon
DOCSLA1:517548.3
DECLARATION OF PUBLICATION
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
LAURA A GAO
ORRICK BERRINGTON dt SUTCLIFFE
777 S FIGUEROA ST
uomoaa F FAM aft
STE 3200
T TVMWCAUPONM
LOS ANGELES CA 90017
r
ncrt=s mmmul ameme"an
NOTICE
3450 VERNON AVENUE, LLC
avoroa0 Mtn brae 8W adn sn �-
ow
„MR attlwdd. go �""*Auft ,° j OW
uwe ma w»
HEARING/CLOSEISALE DATE: 03/22/06
' • AMkMr1, n-rq $0
tea AWharoy We rt mwaa bonds to
an .wma.a n' 4 1 WmM not a
exam "0 adman to m aa* of a
aaor�vAvo.
The undersigned says:
m CW*ae
aaatl
to be and N a loudpppw,p
r rw■e� boas"
Nay,
W lea Armmm ed* fan "menu"
I am over the age of 18 years and a citizen of the
woo" • toss �b00
�
United States. I am not a party to and have no interest in
AnImt f ► of dr
I and aA1 nol oanaYbM any
this matter. I am s principal clerk of the METROPOLI-
a dr hrn and c�adk of du of
TAN NEWS -ENTERPRISE, a newspaper of general mr-
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culation in the City of Los Angeles, the Judicial District
by p sn at No iw.
of Los AWIm ft of Los Angeles, and the Sta
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padicated `Angeles Superior°o
of California, as adjudicated m
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Court Case No. 601165. The notice, a printed copy of
.2006
which appears hereon, was published on the following
Dodd
date(s): Mar 7, 2006
Caafoeda a' I I
I declare under penalty of pea jury that the foregoing is
CWUM 51 � sass
taste and correct. Executed at Los Angeles, California on
03/07/06
,/,,')
Metropolitan News�Enterprbe
P.O. Box 6 59
Los Angeles, Ca 90060
Phone: (213) 346-0033
Fax. (213) 687-3886
Cust. Num.: 005844 Control Num.: 749921
Cost. Rat Num.: 517548.3 1220"011
Page 1 of 1
NOTICE OF FILING AN APPLICATION WITH
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
NOTICE IS HEREBY GIVEN that an application has been filed with the California
Statewide Communities Development Authority (the "Authority"), and that the Authority has
accepted the application from 3450 Vernon Avenue, LLC (the "Applicant"), requesting that the
Authority issue its revenue bonds in an estimated principal amount not to exceed $9.0 million to
pay costs of a facility to be located at 3450/3470 Vernon Avenue, Vernon, California, and to be
used as a food (primarily meat) processing facility. If issued, such bonds will be payable solely
from revenues derived under a loan agreement to be executed among the Authority, the
Applicant and the purchaser of the bonds, and will not constitute any pledge of the faith and
credit of the City of Vernon.
Further particulars may be obtained by reviewing the application at the Authority's
office, located at 1100 K Street, Suite 101, Sacramento, California, during regular business
hours.
Dated: March 7, 2006
/s/ Daniel Harrison
Daniel Harrison, Secretary,
California Statewide Communities
Development Authority
DOCSLA1:517548.3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING THE ISSUANCE OF NOT TO EXCEED $9,000,000
AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS
WHEREAS, the California Statewide Communities Development Authority (the
"Authority") in its inducement resolution (the "Inducement Resolution") as presented to this
meeting and marked Exhibit A, has proposed to issue an amount not to exceed $9,000,000
aggregate principal amount of industrial development revenue bonds (the "Bonds") pursuant to
the California Industrial Development Financing Act, Section 91500 et seq. of the California
Government Code, as amended and supplemented (the "Act"); and
WHEREAS, the project to be financed by the Bonds consists of costs associated with the
acquisition, construction, improving and/or equipping of a food (primarily meat) processing
facility or facilities and financing costs (the "Project") as described in the Inducement
Resolution; and
WHEREAS, the Authority has requested that the City Council of the City of Vernon (the
"City"), approve the issuance of the Bonds in order to satisfy the public approval requirement of
Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the requirements
of Section 9 of the Amended and Restated Joint Exercise of Powers Agreement (the
"Agreement"), dated as of June 1, 1988, among certain local agencies, including the City, and
the public agency approval requirement of Section 91530(f) of the California Government Code,
as amended; and
WHEREAS, a public hearing was conducted on this date by the City Council of the City,
at which time an opportunity was provided to interested parties to comment on the issuance of
the Bonds and the location of the Project; and
WHEREAS, it is intended that this resolution shall constitute the approval of the
issuance of the Bonds required by Section 147(f) of the Code, Section 9 of the Agreement and
Section 91530(f) of the California Government Code;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City, that the
issuance of the Bonds is hereby approved for the purposes of Section 147(f) of the Code, Section
9 of the Agreement and Section 91530(f) of the California Government Code.
RESOLVED FURTHER, that the City Clerk shall certify the adoption of this
Resolution, and thenceforth and thereafter the same shall be in full force and effect.
DOCSLAI :517548.3 1
APPROVED AND ADOPTED this 22nd day of March, 2006.
ATTEST:
City Clerk
LEONIS C. MALBURG, Mayor
DOCSLA1:517548.3
EXHIBIT A
DOCSLA1:517548.3
w
RESOLUTION NO.2n06IDB-1
RESOLUTION OF THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY MAKING DETERMINATIONS WITH
RESPECT TO THE FINANCING OF FACILITIES; DECLARING ITS
OFFICIAL INTENT TO UNDERTAKE SUCH FINANCING; AND TO
REIMBURSE CERTAIN CAPITAL EXPENDITURES FROM PROCEEDS
OF INDEBTEDNESS
WHEREAS, the California Statewide Communities Development Authority (the
"Authority") is authorized and empowered by the provisions of Title 1, Division 7, Chapter 5 of
the California Government Code to issue industrial development revenue bonds pursuant to the
California Industrial Development Financing Act, as amended and supplemented (the "Act"), for
the purpose of financing certain costs of a project, as that term is defined in the Act; and
WHEREAS, 3450 Vernon Avenue, LLC, or its successor or assigns (the "Borrower"),
desires to acquire, construct, improve and/or equip a facility or facilities, which will be located at
3450/3470 E. Vernon Avenue, Vernon, California, and which will consist of the acquisition,
construction, improving and/or equipping of a processing facility or facilities for food (primarily
meat) processing (the "Project"); and
WHEREAS, the Borrower is willing to acquire, construct, improve and/or equip such
Project upon the issuance of the Authority's industrial development revenue bonds to finance
such Project pursuant to the Act; and
WHEREAS, the Borrower has therefore submitted, and this Commission has accepted,
an application requesting financing for such Project; and
WHEREAS, the Authority may not issue industrial development revenue bonds to
finance such Project until this Commission makes certain determinations with respect to public
benefits and qualification of the Project as required by the Act; and
WHEREAS, this Commission has carefully considered and discussed the information
contained in such application and other information necessary to make such determinations; and
WHEREAS, this Commission desires to induce the Borrower to commence the
acquisition, construction, improving and/or equipping of the Project at the earliest possible time
so as to produce the public benefits set forth herein; and
WHEREAS, the Authority, in the course of assisting the Borrower in the financing of the
Project expects that the Borrower has paid or may pay certain expenditures (the "Reimbursement
Expenditures") in connection with the Project within 60 days prior to the adoption of this
Resolution and prior to the issuance of indebtedness for the purpose of financing costs associated
with the Project on a long-term basis; and
DOCSLA1:517541.2 1
WHEREAS, the Authority reasonably expects that debt obligations in an amount not
expected to exceed $9.0 million will be issued and that certain of the proceeds of such debt
obligations may be used to reimburse the Reimbursement Expenditures; and
WHEREAS, Section 1.103-8(a)(5) and Section 1.150-2 of the Treasury Regulations
require the Authority to declare its reasonable official intent to reimburse prior expenditures for
the Project with proceeds of a subsequent borrowing;
NOW, THEREFORE, the Commission of the California Statewide Communities
Development Authority does hereby resolve as follows:
Section 1. This Commission hereby finds and determines that the foregoing recitals
are true and correct.
Section 2. This Commission hereby finds and determines that:
(a) the activities and uses of the Project as a processing facility or facilities for
food (primarily meat) processing is in accord with the purposes and requirements of the
Act;
(b) the use of the Project is likely to produce (i) employment benefits (within
the meaning of Section 91502.1(b)(1) of the Act) by securing or increasing the number of
employees of the Borrower and any other direct users of the Project or the compensation
for such employment and (ii) consumer benefits (within the meaning of Section
91502.1(b)(3) of the Act) by improving the quantity or quality or reducing the price of
products, energy or related services or facilities, and by producing new or improved
products or related services or facilities;
(c) the issuance of the industrial development revenue bonds by the Authority
in an amount sufficient to finance certain costs of the Project, which is now estimated to
be approximately $9.0 million, as described in Exhibit A attached hereto, is likely to be a
substantial factor in the accrual of one or more of the public benefits from the use of the
Project as proposed in the Borrower's application; and
(d) the proposed financing is otherwise in accord with the purposes and
requirements of the Act.
Section 3. It is the present intent of the Authority to issue, at one time or from time to
time, industrial development revenue bonds (the interest of which is intended to be exempt from
federal income taxation) when permitted to do so under the Act in the amount not to exceed
$9.0 million to finance certain costs of the Project.
Section 4. This Resolution is being adopted by the Authority solely for purposes of
establishing compliance with the requirements of the Act and Section 1.103-8(a)(5) and Section
1.150-2 of the Treasury Regulations. The Authority hereby declares its official intent to use
proceeds of indebtedness to reimburse the Reimbursement Expenditures. Notwithstanding the
foregoing, this resolution does not bind the Authority to make any expenditure, incur any
indebtedness, or proceed with the Project.
DOCSLA1:517541.2 2
Section 5. This Resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED by the California Statewide Communities Development
Authority this 1 st day of March, 2006.
I, the undersigned, a duly appointed, and qualified Member of the Commission of the
California Statewide Communities Development Authority, DO HEREBY CERTIFY that the
foregoing resolution was duly adopted by . the Commission of said Authority at a duly called
meeting of the Commission of said Authority held in accordance with law on March 1, 2006.
By Member of of the Commission,
California Statewide Communities
Development Authority
DOCSLA1:517541.2 3
r�
EXHIBIT A
APPLICATION OF THE BORROWER
DOCSLA1:517541.2
Industrial Development/Manufacturing Bond Application
Application Number:
Business Name:
Primary Contact:
Title:
Street Address:
City:
Telephone Number:
Fax Number:
E-mail:
NAICS (or SIC) Code:
Products Manufactured
Project Name:
COST TO BE FINANCEC
Land:
Building:
Equipment:
TOTAL:
2006020004
Culver City Meat Company Inc./Golden West Trading Inc.
Levi Limanovich
Owner
3420 East Vernon Avenue Suite:
Vernon State: CA Zip Code: 90058
323-581-3663
323-973-4028
jhamill@cacommunities.org
Processes poultry, beef and pork
PROJECT INFORMATION
Culver City Meat Company/Golden West Trading
$0
$6,800,000
$1,000,000
$7,800,000
Project Street Address: 3450t3470 East Vernon Avenue
City: Vernon State: CA Zip Code: 90058
County: Los Angeles
Has the city or county in which the project is located been contacted? If so, please provide name, title, telephone
number and e-mail address of the person. contacted:
Contact Name: Chris Romero
Title: Administrative Department
Telephone:
Fax Number:
E-mail:
Page 1 of 2
e•.
A. EMPLOYMENT CREATION
CURRENT TRANSFERS NEW HIRES TOTAL
EMPLOYEES 300 200 105 605
B. DESCRIBE ANY OTHER PUBLIC BENEFITS ASSOCIATED WITH THE PROJECT
Moving to the new facility will create economies of scale.
Type of Entity: C Corporation SubChapter S Corporation
Limited Liability Company Partnership
Other (specify):
Principal Owners/Shareholders
Levi Litmanovich
Eric Litmanovich
Gigi Litmanovich/Josh Solovy
Date of Incorporation: 1960
State: CA
Percentate of Ownership
52%
24%
24%
Please provide the following information as additional attachments:
Attachment Description of Information
A $5,000 non-refundable* application fee payable to "CSAC Finance Corporation." This fee will be
credited to your issuance costs at closing (see CSCDA Fee Policies).
B Audited or reviewed financial statements for the most recent three years and the current year interim,
prepared in accordance with GAAP.
C A schedule of land, building and equipment to be financed including cost, description and brochure.
*Refundable only if financing not approved.
MAILING ADDRESS
California Communities
2033 N. Main St., Suite 700
Walnut Creek, CA 94596
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