Resolution No. 100231
PA
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RESOLUTION NO. 10,023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE ISSUANCE BY THE CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY OF NOT TO EXCEED
$4,50,0,000 AGGREGATE PRINCIPAL AMOUNT OF THE
AUTHORITY'S REVENUE OBLIGATIONS FOR THE BENEFIT OF
RRR REAL ESTATE COMPANY, LLC, R.B.R. MEAT COMPANY,
INC., RITE -WAY MEAT PACKERS, INC.,'ROSE & SHORE,
INC. AND/OR A RELATED OR SUCCESSOR ENTITY FOR THE
PURPOSE OF REFINANCING THE COST OF ACQUISITION,
CONSTRUCTION, EQUIPPING AND FURNISHING OF CERTAIN
MANUFACTURING FACILITIES, PROVIDING THE TERMS AND
CONDITIONS FOR SUCH OBLIGATIONS AND OTHER MATTERS
RELATING THERETO HEREIN SPECIFIED
WHEREAS, RRR Real Estate Company, LLC, a California limited
liability company, R.B.R. Meat Company, Inc., a California corporation,
Rose & Shore, Inc., a California corporation and Rite -Way Meat Packers,
Inc., a California corporation (or any successor or related entity
Ithereto) (the "Borrower"), has submitted and the California Enterprise
Development Authority (the "Authority") has accepted, an application
requesting the Authority to issue its tax-exempt and/or taxable revenue
obligations in an aggregate principal amount not to exceed $4,500,000
(the "Obligations") for the benefit of the Borrower pursuant to Chapter
15 of Division 7 of Title 1 of the Government Code of the State,
(commencing with Section 6500) (the "Act"), the proceeds of which will
be used in part to refinance the outstanding obligations evidenced by
Ithat certain Loan Agreement, dated as of June 1, 1999, by and among thel
California Infrastructure and Economic Development Bank, the Borrower
and Wells Fargo Bank, National Association (the "Prior Obligations").
IThe proceeds of the Prior Obligations were loaned to the Borrower to
Ifinance or reimburse the Borrower for the cost of the (1) acquisition
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of approximately three acres of real property located at 5151 Alcoa
Avenue in the City of Vernon, California, (the "Project Site"), (2)
construction of a 58,000 square feet building at the Project Site, and
(3) acquisition and installation of manufacturing equipment at the
Project Site (collectively, the "Facilities"); and
WHEREAS, the issuance of the Obligations must be approved by
the governmental unit on behalf of which the Obligations are issued andl
a governmental unit having jurisdiction over the territorial limits in
which the Facilities are located pursuant to the public approval
requirement of Section 147(f) of the Internal Revenue Code of 1986, as
lamended (the "Code"); and
WHEREAS, the Facilities are located within the territorial
(limits of the City of Vernon (the "City") and the City Council of the
City (the "City Council") is the elected legislative body of the City;
and
WHEREAS, the Facilities provide significant public benefits
Ito the City and surrounding communities by providing employment
opportunities for residents of the City and the surrounding
communities; and
WHEREAS, the Authority and the Borrower have requested that
the City Council approve the issuance of the Obligations by the
Authority and the financing of the Facilities with the proceeds of the
Obligations pursuant to Section 147(f) of the Code; and
WHEREAS, the Authority's issuance of the obligations will
result in a more economical and efficient issuance process because.of
the Authority's expertise in the issuance of conduit revenue bonds; and
WHEREAS, it is intended that this Resolution shall comply
1with the public approval requirements of Section 147(f) of the Code;
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provided, however, that this Resolution is neither intended to nor
shall it constitute an approval by the City Council of the Facilities
for any other purpose; and
WHEREAS, a public hearing was held by the City Council on
July 20, 2009, at the meeting which commenced at the hour of 9:00 a.m.,
at the City of Vernon, Council Chambers, located at City Hall, 4305 S.
Santa Fe Avenue, Vernon, CA 90058, following duly published notice
thereof in a newspaper of general circulation in the County of Los
Angeles, on July 2, 2009, and all persons desiring to be heard have
been heard.
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 Obligations by the Authority, subject to the review,
comment and approval of the related bond documents by the City
Attorney's office, which Obligations may be tax-exempt and/or taxable as
approved by the Authority in its resolution, in an amount not to exceed
$4,500,000 to refinance the costs of the Facilities. This resolution
shall constitute "host" approval of the issuance of the Obligations
within the meaning of Section 147(f) of the Code and shall constitute
the approval of the issuance of the Obligations within the meaning of
the Act; provided, however, that this Resolution shall not constitute an
approval by the City Council of the Facilities for any other purpose.
SECTION 3: All actions heretofore taken by the officers,
lemployees and agents of the City with respect to the approval of the
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Obligations are hereby approved, confirmed and ratified, and the
officers and employees of the City and their authorized deputies and
agents are hereby authorized and directed, jointly and severally, to do
any and all things and to execute and deliver any and all certificates
and documents which they or bond counsel may deem necessary or
advisable in order to consummate the Obligations and otherwise to
effectuate the purposes of this Resolution.
SECTION 4: The 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 20th day of July, 2009.
Name: Hilario Gonzales
EST:
MANUELA GI
City Clerk
Title: Mayor / Mayorro- em
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 10,023, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, July 20, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
e
MANUELA GIRON, tity Clerk
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E ri
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
July 20, 2009
Via Federal Express
Jessica I. Shaham, Esq.
Kutak Rock LLP
515 S. Figueroa Street, Suite 1240
Los Angeles, CA 90071-3329
Re: Conduit Financing - Rite -Way Meats, et al.
Dear Jessica:
Enclosed please find four original Associate Membership
Agreements that have been executed by the City together with
certified copies of Resolution Nos. 10,022 and 10,023 respecting
the above -referenced matter.
Please execute the four original Agreements and return one fully
executed Agreement back to me for our file.
If you have any questions, please do not hesitate to call me.
Sincerel
J A. rrison
JH:jl
Enclosures
cc: Manuela Giron, City Clerk (Resolution No. 10,023)
E-�cfusivefy Industriaf
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4aF�F1Y IN���
MEMORANDUM FROM THE CITY ATTORNEY
INTER -DEPARTMENT MEMORANDUM
DATE: July 16, 2009
TO: Manuela Giron, City Clerk
FROM: Jeff A. Harriso
RE: Rite -Way Meats Resolution Nos. 10,022 and 10,023 - Bond
Financing
Dear Nelly:
The four original Associate Membership Agreements for execution by
the City are in your tray. Once approved at the Council meeting of
July 20, 2009, please have the City sign on July 20, 2009 and
forward all four originals to the following person for execution by
the California Enterprise Development Authority:
Jessica I. Shaham, Esq.
Kutak Rock LLP
515 S. Figueroa Street, Suite 1240
Los Angeles, CA 90071-3329
Enclosed are the following documents for your execution and
transmittal to the above individual on July 20, 2009, along with the
Agreements:
Certificate of the City Clerk for Resolution No. 10,022 (attach a
signed copy (stamped signature) of the Resolution.)
Certificate of the City Clerk for Resolution No. 10,023 (attach a
signed copy (stamped signature) of the Resolution.)
JH:j1
Enclosures
CERTIFICATE OF THE CITY CLERK
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss
CITY OF VERNON )
I, Manuela Giron, City Clerk of the City of Vernon, County
of Los Angeles, State of California, hereby certify that the
attached is a full, true and correct copy of:
RESOLUTION NO. 10,022 - A Resolution Of The City
Council Of The City Of Vernon Approving Associate
Membership By The City Of Vernon In The California
Enterprise Development Authority And Approving And
Authorizing The Execution Of An Associate Membership
Agreement By And Between The City Of Vernon And The
California Enterprise Development Authority
a resolution duly adopted at the meeting of the City Council of
the City of Vernon duly and regularly held in Vernon,
California, on July 20, 2009, of which meeting all of the
members of said City Council had due notice.
I further certify that I have carefully compared the
foregoing copy with the original minutes of said meeting on file
and of record in my office; that said copy is a full, true and
correct copy of the original resolution adopted at said meeting
and entered in said minutes; and that said resolution has not
been amended, modified, rescinded or revoked in any manner since
the date of its adoption, and the same is now in full force and
effect.
The original of Resolution 10,022 is on file in the office
of the City Clerk of the City of Vernon, said offices being in
the City of Vernon, County of Los Angeles State of California.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the Official Seal of the City of Vernon, Vernon, County of Los Angeles,
State of California, on this l day of July, 2009.
Manuela Giron, C ty Clerk
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RESOLUTION NO. 10,022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING ASSOCIATE MEMBERSHIP BY THE CITY
OF VERNON IN THE CALIFORNIA ENTERPRISE DEVELOPMENT
AUTHORITY AND APPROVING AND AUTHORIZING THE
EXECUTION OF AN ASSOCIATE MEMBERSHIP AGREEMENT BY
AND BETWEEN THE CITY OF VERNON AND THE CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY
WHEREAS, pursuant to the Joint Exercise of Powers Act,
Article 1 of Chapter 5 of Division 7 of Title 1 (commencing with
Section 6500) of the Government Code of the State of California (the
"Act"), the Cities of Selma, Lancaster and Eureka (the "Members") have
entered into a Joint Exercise of Powers Agreement dated as of June 1,
2006 (the "JPA Agreement") in order to form the California Enterprise
Development Authority (the "Authority"), for the purpose of promoting
economic, cultural and community development, and in order to exercise
any powers common to the Members, including the issuance of bonds,
notes or other evidences of indebtedness; and
WHEREAS, RRR Real Estate Company, LLC, a California limited
liability company, R.B.R. Meat Company, Inc., a California corporation,
Rose & Shore, Inc., a.California corporation and Rite -Way Meat Packers,
Inc., a California corporation (or any successor or related entity
thereto) (the "Borrower") ("Borrower"), has requested that the City
assist in the refinancing of the outstanding obligations evidenced by
that certain Loan Agreement, dated as of June 1, 1999, by'and among .the
California Infrastructure and Economic Development Bank, the Borrower
and Wells Fargo Bank, National Association (the "Prior Obligations");
and
1 WHEREAS, the proceeds of the Prior Obligations were loaned to
2 the Borrower to finance or reimburse the Borrower for the cost of the
3 (1) acquisition of approximately three acres of real property located
4 at 5151 Alcoa Avenue in the City of Vernon, California (the "Project
5 Site"), (2) construction of a 58,000 square feet building at the
6 Project Site, and (3) acquisition and installation of manufacturing
7 equipment at the Project Site; and
8 WHEREAS, the City of Vernon (the "City"), has determined that
9 it is in the public interest and for the public benefit that the City
10 become an Associate Member of the Authority in order to facilitate the
11 promotion of economic, cultural and community development activities in
12 the City including the financing of projects therefor by the Authority;
13 and
14 WHEREAS, by memo dated July 13, 2009, the Director of
15 Industrial Development has recommended the approval and execution of an
16 Associate membership Agreement with the Authority.
17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
18 THE CITY OF VERNON AS FOLLOWS:
19 SECTION 1: The City Council of the City hereby finds and
20 determines that the.recitals contained hereinabove are true and
21 correct.
22 SECTION 2: The City Council of the City hereby approves
23 associate membership by the City in the Authority.
24 SECTION 3: The City Council of the City hereby approves the
25 Associate Membership Agreement with the Authority, in substantially the
26 form attached hereto as Exhibit A and incorporated by reference.
27 SECTION 4: The City Council of the City hereby authorizes
28 the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf
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STATE OF CALIFORNIA<
)
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ss
COUNTY OF LOS ANGELES )
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I, MANUELA
GIRON,
City Clerk
of the City of Vernon, do hereby
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certify that the foregoing
Resolution,
being Resolution No. 10,022, was
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duly adopted by the
City Council
of the City of Vernon at a regular
meeting of .the City
Council
duly held-
on Monday, July 20, 2009, and
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thereafter was duly
signed
by the Mayor or Mayor Pro-Tem of the City of
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Vernon:.
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MANUELA GIRON, City Clerk
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(SEAL)
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EXHIBIT A
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY OF VERNON
THIS ASSOCIATE MEMBERSHIP AGREEMENT dated as of July [_], 2009, by and
between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, a joint powers
authority duly organized and .existing under the laws of the State of California ("the Authority")
and the CITY OF VERNON, a municipal corporation and charter city duly organized and
existing under the laws of the State -of California (the "City");
WITNESSETH:
WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and
collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1,
2006 (the "JPA Agreement"), establishing the Authority and prescribing its purposes and
powers; and
WHEREAS, a copy of the JPA Agreement is attached as Exhibit "A" and incorporated
herein by this reference; and
WHEREAS, the JPA Agreement designates the Executive Committee of the Board of
Directors and the President of the California Association for Local Economic Development as
the initial Board of Directors of the Authority; and
WHEREAS, the Authority has been formed for the purpose, among others, to assist for -
profit and nonprofit corporations and other entities to obtain financing for projects and purposes
serving the public interest; and
WHEREAS, the JPA Agreement permits any other local agency in the State of California
to join the Authority as an associate member (an "Associate Member"); and
WHEREAS, the City desires to become an Associate Member of the Authority; and
WHEREAS, the City Council of the City has adopted a resolution approving this
Associate Membership Agreement and the execution and delivery hereof, and
WHEREAS, the Authority has requested that the City become an Associate Member of
the Authority;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Authority and the City do hereby agree as follows:
Section 1. Purpose. The purpose of this Associate Membership Agreement is to assist
the City and for -profit and nonprofit organizations located within the City, on a non-exclusive
basis, in financing industrial and commercial development projects and other public purpose
projects within the City.
Section 2. Associate Member Status. The City is hereby made an Associate Member of
the Authority for all purposes of the JPA Agreement, the provisions of which are hereby
incorporated herein -by reference. From and after the date of execution and delivery of this
Associate Membership Agreement by the City and the Authority, the City shall be and remain an
Associate Member of the Authority until and unless the City determines to withdraw from
Authority pursuant to the withdrawal procedure described herein and in the JPA Agreement.
Section 3. Restrictions on Rights of City. The City shall not have the right, as Associate
Member of the Authority, to vote on any action to be taken by the Authority or participate in
debate. In addition, no officer, employee or representative of the City shall have any right to
become an officer or director of the Authority.
Section 4. Effect of Prior Authority Actions. The City hereby agrees to be subject to and
bound by all actions previously taken by the Board of Directors of the Authority to the same
extent as the other Members of the Authority are subject to and bound by such actions.
Section 5. No Obligations of Parties. The debts, liabilities and obligations of the
Authority shall not be the debts, liabilities and obligations of the City. The debts, liabilities and
obligations of the City shall not be the debts, liabilities and obligations of the Authority.
Section 6. No Exclusivity. This Associate Membership Agreement does not create an
exclusive business arrangement between the parties. Further, this Associate Membership
Agreement does not restrict or inhibit in any way the City's ability to finance any project in any
manner it deems appropriate, which may or may not involve or include the Authority.
Section 7. Withdrawal. The City may withdraw from the Authority at any time upon
written notice to the Board of Directors; provided, however, that no such withdrawal shall affect
any bonds that Authority may have issued within the jurisdiction of the City.
FA
Section 8. Execution of the Agreement. This Associate Membership Agreement has been
executed and attested by the proper officers or officials of the Authority and the City thereunto
duly authorized, as the day and year first serforth above.
Attest:
Attest:
Bruce Ackerman, Secretary
Nelly Giron, City Clerk
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
By
Wayne Schell, Chairman of the
Board of Directors
CITY OF VERNON
By
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Hilario Gonzales, Mayor
JOINT EXERCISE OF POWERS AGREEMENT
CALIFORNIA ENTERPRISE,DEVELOPMENT AUTHORITY
THIS AGREEMENT (the "Joint Exercise of Powers Agreement") is dated as of, June 1,
2006, by and among the City of Selma, California ("Selma!% the City of Lancaster, California
("Lancaster"), and the City of Eureka, California ("Eureka") each duly organized and existing
under the laws of the State of California ("State") and such other local agencies within the State
as may hereafter become signatories hereto.
WITNESSETH:
WHEREAS, the Joint Exercise of Powers Act (the "Act"), Article 1 of Chapter 5 of
Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State,
authorizes public agencies by agreement to jointly exercise any powers common to each of them;
and
WHEREAS, each of the parties hereto are authorized by law to exercise broad
govermnental functions and authority to accomplish their respective purposes, including, but not
limited to, the right to issue bonds and expend the proceeds thereof and the right to acquire, sell,
develop, lease or administer property; and
WHEREAS, by this Agreement, the parties hereto desire to create and establish the
"California Enterprise Development Authority" (the "Authority") for the purposes set. forth
herein and to exercise the powers described herein; and
WHEREAS, each of the parties hereto are authorized by law to exercise broad
governmental functions, including, but not limited to, stimulating or expanding local economies,
promoting opportunities for the creation or retention of employment and stimulating economic
activity and increasing the tax base, and each of the parties hereto possess the authority to
accomplish those functions by means of issuing bonds or refunding bonds, entering into loan
agreements, indentures, lease agreements, installment purchase agreements, installment sale
agreements and trust agreements, making grants and loans, providing other financial assistance
or in any other manner deemed appropriate by,the governmental entity; and
WHEREAS, each of the parties hereto also desires to assist nonprofit public benefit
corporations located within their respective jurisdictions to undertake and complete projects that
will provide public benefits to the communities;. and
WHEREAS, each Member desires to join together with the other Members for the
purpose of assisting the Members and for -profit and nonprofit organizations in obtaining tax-
exempt financing for appropriate
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, Selma, Lancaster and Eureka do hereby agree as follows:
4827-5086-7296.8
ARTICLE I
DEFINITIONS
, Section 1.1. Definitions. Unless the context otherwise requires, the words and terms
defined in this Article I shall, for the purpose hereof, have the meanings herein specified,
"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title l of the California Government Code.
"Agreement" means this Joint Exercise of Powers Agreement.
"Associate Member" shall mean any Local Agency that shall have duly executed this
Agreement and executed and delivered to the Authority an Associate Membership Agreement in
the form and as further provided in the Bylaws of the Authority.
"Authority" means the California Enterprise Development Authority established pursuant
to Section 2.2 of this Agreement.
"Board" means the Board of Directors of the Authority referred to in Section 2.3, which
shall be the governing body of the Authority.
"Bonds" means the revenue obligations, inclusive of principal (premium, if any) and
interest authorized to be issued by the Authority, including a single bond, a promissory note or
notes, including bond anticipation notes, lease agreement, installment purchase agreement,
certificates of participation or any other instrument evidencing an indebtedness or obligation.
"CALED" means the California Association for Local Economic Development.
"Chairman" means the Chairman elected pursuant to Section 3.L
"Director" means each member of the Board.
"Eureka" means the City of Eureka, a charter city and municipal corporation formed and
existing pursuant to the Constitution and laws of the State.
"Executive Director' means the Executive Director of the Authority appointed pursuant
to Section 3.1.
"Facilities" means real and personal property that may be financed or refinanced pursuant
to the Act, including but not limited to, land, buildings, improvements, facilities and equipment.
"Fiscal Year" means the period from July 1 st to and including the following June 30t i.
"Lancaster" means the City of Lancaster, a municipal corporation formed and existing
pursuant to the Constitution and laws of the State.
"Legislative Body" means the governing body of a Member.
4827-5080-7296.9 2
"Local Agency" means a Member or an agency or subdivision of that Member
sponsoring a Project or any other city, county, city and county or redevelopment agency of the
State.
"Members" means, collectively, Voting Members and Associate Members.
"Project" means the acquisition, constMction and installation of Facilities by the issuance
of Bonds.
"Revenues" means all income and receipts of the Authority from a bond purchase
agreement, bonds acquired by the authority, loans, installment sale agreements, and other
revenue producing agreements entered into by the Authority, projects financed by the Authority,
grants and other sources of income, and all interest or other income from any investment of any
money in any fund or account established for the payment of principal or interest or premiums on
Bonds.
"Secretary" means the Secretary of the Authority appointed pursuant to Section 3.1.
"Selma" means the City of Selma, a municipal corporation formed and existing pursuant
to the Constitution and laws of the State.
"State" means'the State of California.
ANINk "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.2.
"Vice -Chairman" means the Vice -Chairman elected pursuant to Section 3.1.
"Voting Members' means Selma, Lancaster and Eureka or each individually or other
Local Agencies that may be added pursuant to the terms of this Agreement.
ARTICLE II
GENERAL PROVISIONS
Section 2.1. Purpose. This Agreement is made pursuant to the Act providing for the
joint exercise of powers common to the Members and for other purposes as permitted under the
Act and as agreed by one or more of the parties hereto. The primary purpose of this Agreement
is to . assist the Members and for -profit and nonprofit organizations located within the
jurisdictions of the Members in financing industrial and commercial development projects and
other public purpose projects. Additional purposes of this Agreement are assisting Members
undertake any mid all other projects permitted by the Act.
Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a
public entity to be known as the "California Enterprise Development Authority." The Authority
shall be a public entity separate and apart from the Members. The Members hereby designate
Amik CALED, a California nonprofit corporation, as the administrator and executor of this Agreement,
qP and retain for themselves the power to approve amendments to this Agreement as specified in
Section 8.5, hereof.
4827-MO-7296.8
Section 2.3. Board of Directors. The Authority shall be administered by a board of
directors. The Members, by execution of this Agreement, designate the Executive Committee of
the Board of Directors of CALED and the President of CALED as the initial Board of Directors
of the Authority. This designation of the Board of Directors shall remain unchanged, unless and
until such composition is changed by a unanimous vote of the Voting Members. The Board shall
be called the `Board of Directors of the California Enterprise Development Authority." All
voting power of the Authority, except as otherwise provided, shall reside in the Board.
Section 2.4. Meetings.
(a) Meetings of Voting Members. The Authority shall provide for the
meeting of its Voting Members; provided, however, that at least one
meeting of Voting Members shall be held each year, which may not be
waived. The date, hour and place of the holding of meetings shall be
fixed by resolution of the Board which shall set one such meeting each
year and any other meetings at the written request of any Voting Member,
and a copy of such resolution shall be filed with each of the Members.
The Legislative Body of each Voting Member shall appoint one of its
members to serve as the Voting Member's representative to the Authority
(the "Representative"). The Representative may select up to two
alternates (the "Alternate"), each of whom are either a member of the
Voting Member's Legislative Body or an employee of the Voting
Member, to represent the Voting Member. The name of each Alternate
must be filed with the Executive Director of the Authority at least 30 days
prior to the opening of any regular meeting of the Voting Members and at
least 24 hours prior to the opening of any special meeting of the Voting
Members to be an effective designation. All voting power of the Voting
Members, except as otherwise provided herein, shall reside in the Voting
Members.
(b) Board of Directors Meetings. The Board shall provide for its regular
meetings; provided, however, that at least one regular meeting shall be
held each year unless otherwise waived. by a resolution of the Board. The
date, hour and place of the holding of regular meetings shall be fixed by
resolution of the Board and a copy of such resolution shall be filed with
each Director.
(c) Special Meetings. Special meetings of the Board, the Voting Members or
the Members may be called in accordance with the provisions of Section
54956 of the California Government Code.
(d) Call Notice and Conduct of Meetings. All meetings of oar , voling
Members and Members, including without limitation, regular, adjourned
regular and special meetings, shall be called, noticed, held and conducted
in accordance with the provisions of the Ralph M. Brown Act (Section
AftL 54950 et seq. of the California Government Code).
Ip
4827-5080-7296.8 4
Section 2.5. Minutes. The Secretary shall cause to be kept minutes of the meetings of
the Board and Voting Members and shall, a<s soon as possible after each meeting, cause a copy of
the minutes to be forwarded to each Director and to each Voting Member.
Section 2.6. 'Votin .
(a) At meetings of the Board, each Director shall have one vote;
(b) At meetings of the Voting Members, each Voting Member shall have one
vote.; and
(c) Associate Members are not entitled to vote, except as to amendments of
'this Agreement, in which instance each Associate Member shall have one
vote.
Section 2.7. Quorum.• Required Votes-, Approvals.
(a) Board Meetings. Three (3) Directors shall constitute a quorum for the
transaction of business, except that less than a quorum may adjourn from
time to time. The affirmative votes of at least a majority of the Directors
present at any meeting at which a quorum is present shall be required to
take any action by the Board.
(b) Meetings of Voting Members. Two (2) Voting Members shall constitute a
quorum for the transaction of business, except that less than a quorum
may adjourn from time to time. Unless otherwise provided herein, the
affirmative votes of at least a majority of the Voting Members present at
any meeting at which a quorum is present shall be required to take any
action by the Voting Members.
Section 2.8. Bylaws, Rules and Re 6 lagu tions. The Board may adopt, from time to time,
bylaws' for the Authority and rules and regulations_ for the conduct of its meetings as are
necessary for the purposes hereof.
Section 2.9. Withdrawal and Addition of Parties. A Member may withdraw from the
Authority upon written notice to the. Board; provided, however, that no such withdrawal. shall
result in the dissolution of the Authority so long as any. Bonds remain outstanding. Any such
withdrawal shall be effective only upon receipt of a written notice of withdrawal by the Board
which shall acknowledge receipt of such notice of withdrawal in writing and shall file such
notice as an amendment to Exhibit A to this Agreement effective upon such . filing. Each
Member certifies that the withdrawal of any Member does not affect this Agreement or each
VLI lUGl 1 1111.G11t-to-_--L ith s flien
Qualifying Local Agencies may be added as parties to this Agreement and become
Voting Members upon: (i) adoption of a resolution by the unanimous vote of the Voting
Members at any regular or special meeting, and (ii) the filing by such Local Agency of an
executed counterpart of this Agreement, together with a certified copy of the resolution of the
Legislative Body of such Local Agency approving this Agreement and the execution and
4827-5080-7296.8
delivery. hereof. Upon satisfaction of such conditions, the Board shall file such executed.
counterpart of this Agreement and add such Local Agency to Exhibit A hereto as an amendment,
effective upon such filing.
Section 2.10. Associate Members. Any Local Agency within the State of. California
may, with the approval of the Board of Directors, become an Associate Member of the Authority
by (i) executing and delivering to the Authority an Associate Membership Agreement in the form
of and as further provided in the Bylaws and (ii) the filing by such Local Agency of a certified
copy of the resolution of the Legislative Body of such Local Agency approving the Associate
Membership Agreement and the execution. and delivery thereof. Upon satisfaction of such
conditions, the Board shall file such executed counterpart of the Associate Membership
Agreement and add such Local Agency to Exhibit A hereto as an amendment, effective upon
such filing. An Associate Member shall not be entitled to vote on any matter coming before the
Voting Members or the Board, except as otherwise specified herein. However, an Associate
Member shall be entitled to participate in all programs and other undertakings of the Authority,
including, without limitation, any undertaking to finance or refinance a Project, and any other
financing program.
ARTICLE III
OFFICERS AND EMPLOYEES
Section 3.1. Chairman Vice Chairman Secretary and Executive Director. So long as
the Board shall be comprised of the Executive Committee of the Board of Directors of CALED
and the President of CALED, the President of CALED shall serve as the Chairman of the Board.
The Board shall elect a Vice -Chairman from among its members to serve.for such term as shall
be determined by the Board. The Board shall appoint or employ an Executive Director,
Secretary and Treasurer. The Treasurer (who can be the Executive Director or an officer or
employee of the Authority) shall serve as treasurer, auditor, and controller of the Authority
pursuant to and in compliance with Section 6505.6 of the Act. The officers shall perform the
duties normal to said offices. The Chairman shall sign all contracts on behalf of the Authority,
unless a resolution of the Board shall provide otherwise, and shall perform such other duties as
may be imposed by the Board. The Vice Chairman shall sign contracts and Pei orm all of the
Chairman's duties in the absence of the Chairman. The Secretary shall countersign all contracts
signed by the Chairman or Vice Chairman on behalf of the Authority, unless a resolution of the
Board shall. provide otherwise, perform such other duties as may be imposed by the Board and
cause a. Notice of Joint Powers Agreement to be filed with the Secretary of State of the State
within 30 days of the execution of this Agreement by the last signatory thereto pursuant to the
Act. The Executive Director shall administer the day to day operations of the Authority.
7 Treasurer_ The Treasurer -shall be the denositarv, shall have custody of all
of the accounts, funds and money of the Authority from whatever source, shall have the duties
and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall
be strict accountability of all funds and reporting of all receipts and disbursements of the
Authority. As provided in Sections 6.05 and 6505.6 of the Act, the Treasurer shall make
arrangements with a certified public accountant or firm . of certified public accountants for the
annual audit of accounts and records of the Authority in compliance with Section 6505 of the
4827-5080-7296.8 6
Act.' Pursuant to Section 6505 of the Act, the Board, by unanimous vote on a resolution therefor,
may replace the annual audit with an audit covering a two year period.
Section 3.3. Officers in Charge of Records, Funds and. Accounts. Pursuant to
Section 6505.5 of the Act, the Treasurer shall have charge of, handle and have access to all
accounts, funds and money of the Authority and all records of the Authority relating thereto; and
the Secretary shall have charge of, handle and have access to all other records of the Authority.
Section 3.4. Bonding Persons Having Access to Authority Property. From time to
time, the Board may designate persons, in addition to the Secretary and the Treasurer, having
charge of, handling or having access to any records, funds of accounts, and may require such
persons, including the Secretary,and Treasurer, to file official bonds. The Board may designate
the respective amounts of the official bonds. of the Secretary and the Treasurer and such other
persons pursuant to Section 6505.1 of the, Act.
Section 3.5. Legal Advisor.' The Board shall have the power to appoint the legal
advisor of the Authority who shall perform such duties as may be prescribed by the Board.
Section-3.6. 'Other Employees. The Board shall have the power by resolution to
appoint and employ such other employees, epnsultants and independent contractors as may be
necessary for the purposes of this Agreement,
All of the privileges and immunities from liability, exemption from laws, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activities of officers, agents, or employees of a public agency when performing their respective
functions shall apply to the officers, agents or employees of the Authority to the same degree and
extent while engaged in the performance of any of the functions and other duties of such officers,
agents or employees under this Agreement.
None of the officers, agents, or employees directly employed by the Board shall be
deemed, by reason of their employment by the Board to be employed by any of the Members,
individually or collectively, or by reason of their employment by the Board, to be subject to any
of the requirements of the Members.
Section 3.7. ' Assistant Officers. The Board may by resolution appoint such assistants
to act in the place of the Secretary or other officers of the Authority (other than any Director),
and may by resolution provide for the appointment of additional officers of the Authority who
.may or may not be Directors, as the Board shall from time to time deem appropriate.
ARTICLE IV
Section 4.1. General Powers. The Authority shall exercise, in the manner herein
provided, the powers which are common to each of the Members, or as otherwise permitted
under the Act, and necessary to the ,accomplishment of the purposes of this Agreement, subject
to the restrictions set forth in Section 4.4. As provided in the Act, the Authority shall be a public
4827-5080-7296.8 ' 7
entity separate from the Members, and th6 debts, liabilities and obligations of the Authority shall
not be the debts, liabilities and obligations of the Members. .
Section 4.2. Power to Issue Revenue Bonds. ' The Authority shall have all of the
powers provided in the Act, including but not limited to the power to issue Bonds.
Section 4.3. Specific Powers. The Authority is hereby authorized, in its own name, to
do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or
all of the following:
(a) To acquire property by purchase, exchange, gift, lease, contract, or
otherwise, except by eminent domain. The power to acquire real property
shall not be exercised for other than Authority use except pursuant to
project agreement or indenture;
(b) To maintain property;
(c) To dispose of property by lease, sale, exchange, donation, release,
relinquishment, or otherwise;.
(d) With respect to property, to: (1) charge and collect rent under any lease;
(2) sell at public or private sale, with or without public notice; (3) sell at a
discount or below appraised value or for a nominal consideration, only;
(4) sell on an installment payment or a conditional sales basis; (5) convey,
or provide for the transfer of, property without further act of the authority,
upon exercise of an option; (6) sell at a fixed• or formula price, and receive
for any such sale the note or notes of a company and mortgages, deeds of
trust, or other security agreements respecting such property;
(e) To acquire and hold property, including funds, project agreements and
other obligations of any kind, and pledge, encumber or assign the same, or
the revenues therefrom or any portion of such. revenues, or other rights,
whether then owned or possessed, or thereafter acquired, for the benefit of
the bondholders, and as security or additional security .for any bonds or
the performance of obligations under an indenture;
(f) To acquire insurance against any liability or loss in connection with
property, in such amounts as the Authority deems desirable;
(g) To provide for the advance of bond proceeds and other funds pursuant to
project agreements as necessary to pay or reimburse for project costs;
(h) To exercise all rights and to perform all obligations. of the Authority under
the project agreements -and indenture, including the right, upon any event
of default by or the failure to comply with any of the obligations thereof
by the lessee, purchaser, or other company thereunder, to dispose of all or
part of the property to the extent authorized by the project agreements or
indenture;
4827-5080.7296.8
(i) To borrow money and issue its bonds for the purpose of paying all or any
part of the costs of a project, and for any other authorized purpose, as
provided in this title;
(j) To. refund outstanding bonds of the Authority without regard to the
purposes of this title when the board determines that such refunding will
be of benefit to a company or holders of such bonds, subject to the
provisions of the proceedings;
(k) To invest, deposit, and reinvest funds under the control of the Authority
and bond proceeds in the types of securities or obligations authorized,
pending application thereof to the purposes authorized by, subject to the
provisions of, the proceedings;
(l) To expressly waive any immunity of the political subdivisions of the State
provided by the Constitution or laws of the United States of America to
taxation by the United States of interest on bonds issued by an authority,
in obtaining federal benefits;
(m) To fund administration expenses (1) by the establishment and collection of
reasonable fees in amounts as may be determined by the Board, (2) by the
acceptance of funds and other aid from a Member and from other
governmental sources authorized to provide such funds or aid, (3) by the
acceptance of contributions from business, trade, labor, community, and
other associations, and (4) by other. authorized means;
(n) To contract and pay compensation for professional, financial, and other
services; and
(o) to exercise any and all additional powers as may be provided in the Act.
Section 4.4. Restrictions on Exercise of Powers. The powers of the Authority shall be
exercised in the manner provided in the Act and shall be subject (in accordance with Section
6509 of the Act) to the restrictions upon the manner of exercising such powers that are imposed
upon any Member in the exercise of similar powers,
ARTICLE V
Section 5.1.
METHODS OF PROCEDURE; CREDIT TO MEMBERS
As soon as practicable
of the Board. At said meeting the Board shall provide for its regular meetings as required by
Section. 2.4.
Section 5.2. Credit to Members. All accounts or funds created and established
pursuant to any instrument or agreement to which the Authority is a party, and any interest
4827-5080-7296.8 9
AML earned or accrued thereon, shall inure to the benefit of the Members in the respective proportions
for which such funds or accounts were created.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.1. Contributions.. The Voting Members may in the appropriate circumstance,
when required hereunder.: (a) make contributions from their treasuries for the purposes set forth
Herein, (b) make payments of public funds to defray the cost of such purposes, (c) make
advances of public funds for such purposes, such advances to be repaid as provided herein, or (d)
use its personnel, equipment or property in lieu of other contributions or advances.- The
provisions of Sections 6512 and 6512.1 of the Act are hereby incorporated into this Agreement
by reference.
Section 6.2. Accounts and Reports. To the extent not covered by the duties assigned to
a trustee chosen by the. Authority, the Treasurer shall establish and maintain such funds and
accounts as may be required by good accounting practice or by any provision of any trust
indenture or trust agreement entered into with respect to the proceeds of any Bonds issued by the
Authority. The books and records of the Authority in the hands of a trustee or the Treasurer shall
be open to inspection at all reasonable times by representatives of the Members. The Treasurer,
within ISO days after the close of each Fiscal Year, shall give a complete written report of all
financial activities for such Fiscal Year to t)ie Members to the extent such activities are not
covered by the report of such trustee. The trustee appointed under any trust indenture or trust
agreement shall establish suitable funds, furnish financial reports and provide suitable accounting
procedures to carry out the provisions of said trust indenture or trust agreement. Said trustee
may be given such duties in said trust indenture or trust agreement as may be desirable to carry
out this Agreement.
Section 6.3. ' Funds. Subject to the applicable provisions of any instruments or
agreement which the Authority may enter into, which may provide for a trustee to receive, have
custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have
custody of and disburse Authority funds as nearly as possible in accordance with generally
accepted accounting practices, and shall make the .disbursements required by this Agreement or
to carry out any of the provisions or purposes of this Agreement.
Section 6.4. Annual Budget and Administrative Expenses and Surplus Revenues. The
Board shall adopt a budget for administrative expenses, which shall include all expenses not
included in any financing issue ofthe Authority, annually prior to July 1 st of each year. Any
moneys held by the Authority and not required for the payment of administrative expenses of the
A,ithnrity or other activities authorized under this Agreement shall be deemed surplus and may
be allocated as directed by the Board for economic development purposes.
4827-5080-1296.8 10
ARTICLE VII
TERM
Section 7.1. Term. This Agreement shall become effective, and the Authority shall
come into existence, on the date hereof, and this Agreement and the Authority shall thereafter
continue in full force and effect so long as any Bonds remain outstanding.
Section 7.2. Disposition of Assets: Upon termination of this Agreement, all property
of the Authority, both real and personal, shall be divided among the Voting Members in such
manner as shall be agreed upon by the Voting Members.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Notices. Notices hereunder shall be hi writing and shall be sufficient if
delivered to:
City of Selma
1710 Tucker Street
Selma, California 93662
Attention: City Clerk
City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
Attention: City Clerk '
City of Eureka
531 K Street
Eureka, California 95501
Attention: City Clerk
Section 8.2. Section Headinas. All section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the
language in the section referred to or to define or. limit the scope of any provision of this
Agreement.
Section 8.3. Consent. Whenever in this Agreement any consent or approval is
required, the same shall not be unreasonably withheld.
Section 8.4. Law Governing. This Agreement is made in the State. under the
constitution and laws of the State, and is to be so construed.
4827-5090-7296.8 11
Section 8.5. Amendments.
(a) This Agreement may be amended at any time, or from time to time, except as
limited by contract with the owners of Bonds issued by the Authority or certificates of
participation in payments to be made by the Authority or a Member or by applicable regulations
or laws of any jurisdiction having authority, by the procedure set forth in paragraph (b), below.
Appendix A to the Agreement may be amended to correctly list current Members without
separate. action by the Members or the Board.
(b) Except as otherwise provided herein, this Agreement shall not be amended,
modified, or altered, unless the negative consent of each of the Members is obtained.. To obtain
the negative. consent of each of the Members, the following negative consent procedure shall be
followed: (i) the Authority shall provide each Member with a notice at least sixty days prior to
the date such proposed amendment is to become effective explaining the nature of such proposed
amendment and this negative consent procedure; (ii) the Authority shall provide each Member
who did not respond a reminder notice with a notice at least thirty days prior to the date such
proposed amendment is to become effective; and (iii) if no Member objects to the proposed
amendment in writing within sixty days after the initial notice, the. proposed amendment shall
become effective with respect to all Members.
Section 8.6. Enforcement by Authority. The Authority is hereby authorized to take any
or all 'legal or equitable actions, including, but not limited to, injunction and specific
Ash performance, necessary or permitted by law to enforce this Agreement.
Section 8.7. Severability. Should -any part, term or provision of this Agreement be
decided by any court of competent jurisdiction to be illegal or in conflict with any law of the
State, or otherwise be' rendered unenforceable or ineffectual, the validity of the remaining
portions or provisions shall not be affected thereby.
Section 8.8. Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the Members, respectively. No Member may assign any right or
obligation hereunder without the written consent of all. of the others.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their proper officers thereunto duly authorized on the following pages as of the
day and year set below the name of each of the parties.
F1
[SIGNATURE PAGES TO FOLLOW]
4827-5080-7296.8 12
CITY OF SELMA .
By
7t,
D-B Heusser
.City Manager
Attest:
Melanie A. Carter
City Clerk
APPROVED AS TO FORM
By
Richard H. Harkrove.
City Attorney
Dated: 5 b in("
SIGNATURE PAGE OF
CITY OF SELMA
TO JOINT EXERCISE OF POWERS AGREEMENT
4827-5080-7296.8
0 CITY OF LANCASTER
r
By l
Henry W. Hearns
Mayor
Attest:
Geri IC, Bryan UP
City Clerk
APPROVED S TO FORM
BY
David R. McEwen
City Attorney
Dated:
4827-5080-7296.8
Ir
SIGNATURE PAGE OF
CITY OF LANCASTER _
TO JOINT EXERCISE OF POWERS AGREEMENT
CITY OF EUREKA
By
Peter La Vall e
Mayor
Attest:
Katlilcen Franco Sinunons
City Clerk
APPROVED AS TO FORM
By
49 avid Tranberg
City Attorney
Dated:
SIGNATURE PAGE OF
CITY OF EUREKA
TO JOINT EXERCISE OF POWERS AGREEMENT
4827-5080-7296.8
EXHIBIT A
MEMBERS OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
Voting Members
City of Selma
City of Lancaster_
City of Eureka
Associate Members
City of Upland
County of Stanislaus
County of Sacramento
City of Pittsburg
County of Sonoma
County of Yolo
County of Riverside
City of Fairfield
City of Duarte
City of Montebello
County. of San Bernardino
TW City of Long Beach
King City
County of Madera
City of Greenfield
City of Milpitas
City of Oroville
City of Oakdale
City of Lincoln
City of Redlands
City of Industry
County of San Diego
F
4827-5080.7296.10
I
CERTIFICATE OF THE CITY CLERK
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss
CITY OF VERNON )
I, Manuela Giron, City Clerk of the City of Vernon, County of
Los Angeles, State of California, hereby certify that the attached
is a full, true and correct copy of:
RESOLUTION NO. 10,023 - A Resolution Of The City Council
Of The City Of Vernon Approving The Issuance By The
California Enterprise Development Authority Of Not To
Exceed $4,500,000 Aggregate Principal Amount Of The
Authority's Revenue Obligations For The Benefit Of RRR
Real Estate Company, LLC, R.B.R. Meat Company, Inc.,
Rite -Way Meat Packers, Inc., Rose & Shore, Inc. And/Or A
Related or Successor Entity For The Purpose Of
Refinancing The Cost Of Acquisition, Construction,
Equipping And Furnishing Of Certain Manufacturing
Facilities, Providing the Terms And Conditions For Such
Obligations And Other Matters Relating Thereto Herein
Specified
a resolution duly adopted at the meeting of the City Council of the
City of Vernon duly and regularly held in Vernon, California, on
July 20, 2009, of which meeting all of the members of said City
Council had due notice.
I further certify that I have carefully compared the foregoing
copy with the original minutes of said meeting on file and of
record in my office; that said copy is a full, true and correct
copy of the original resolution adopted at said meeting and entered
in said minutes; and that said resolution has not been amended,
modified, rescinded or revoked in any manner since the date of its
adoption, and the same is now in full force and effect.
The original of Resolution 10,023 is on file in the office of
the City Clerk of the City of Vernon, said offices being in the
City of Vernon, County of Los Angeles, State of California.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
Official Seal of the C' yof Vernon, County of Los Angeles, State
of California, on thisW day of July, 2009.
Manuela Giron, C'ty Clerk
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RESOLUTION NO. 10,023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE ISSUANCE BY THE CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY OF NOT TO EXCEED
$4,500,000 AGGREGATE PRINCIPAL AMOUNT OF THE
AUTHORITY'S REVENUE OBLIGATIONS FOR THE BENEFIT OF
RRR REAL ESTATE COMPANY, LLC, R.B.R. MEAT COMPANY,
INC., RITE -WAY MEAT PACKERS, INC.,'ROSE & SHORE,
INC. AND/OR A RELATED OR SUCCESSOR ENTITY FOR THE
PURPOSE OF REFINANCING THE COST OF ACQUISITION,
CONSTRUCTION, EQUIPPING AND FURNISHING OF CERTAIN
MANUFACTURING FACILITIES, PROVIDING THE TERMS AND
CONDITIONS FOR SUCH OBLIGATIONS AND OTHER MATTERS
RELATING THERETO HEREIN SPECIFIED
WHEREAS, RRR Real Estate Company, LLC, a California limited
Iliability company, R.B.R. Meat Company, Inc., a California corporation,
(Rose & Shore, Inc., a California corporation and Rite -Way Meat Packers,
IInc., a California corporation (or any successor or related entity
thereto) (the "Borrower"), has submitted and the California Enterprise
Development Authority (the "Authority") has accepted, an application
Irequesting the Authority to issue its tax-exempt and/or taxable revenue
obligations in an aggregate principal amount not to exceed $4,500,000
(the "Obligations") for the benefit of the Borrower pursuant to Chapter
5 of Division 7 of Title 1 of the Government Code of the State,
(commencing with Section 6500) (the "Act"), the proceeds of which will
be used in part to refinance the outstanding obligations evidenced by
that certain Loan Agreement, dated as of June 1, 1999, by and among the
California Infrastructure and Economic Development Bank, the Borrower
and Wells Fargo Bank, National Association (the "Prior Obligations").
The proceeds of the Prior Obligations were loaned to the Borrower to
finance or reimburse the Borrower for the cost of the (1) acquisition
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of approximately three acres of real property located at 5151 Alcoa
Avenue in the City of Vernon, California, (the "Project Site"), (2)
construction of a 58.,000 square feet building at the Project Site, and
(3) acquisition and installation of manufacturing equipment at the
Project Site (collectively, the "Facilities"); and
WHEREAS, the issuance of the Obligations must be approved by
the governmental unit on behalf of which the Obligations are issued and.
a governmental unit having jurisdiction over the territorial limits in
which the Facilities are located pursuant to the public approval:
requirement of Section 147(f) of the Internal Revenue Code of 1986, as
lamended (the "Code"); and
WHEREAS, the Facilities are located within the territorial
limits of the City of Vernon (the "City") and the City Council of the
City (the "City Council") is the elected legislative body of the City;
land
WHEREAS, the Facilities provide significantpublic benefits
to the City and surrounding communities by providing employment
opportunities for residents of the City and the surrounding
1 communities; and
WHEREAS, the Authority and the Borrower have requested that
the City Council approve the issuance of the Obligations by the
Authority and the financing of the Facilities with the proceeds of the
Obligations pursuant to Section 147(f) of the Code; and
WHEREAS, the Authority's issuance of the obligations will
result in a more economical and efficient issuance process because of
the Authority's expertise in the issuance of conduit revenue bonds; and
WHEREAS, it is intended that this .Resolution shall comply
with the public approval requirements of Section 147(f) of the Code;
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provided, however, that this Resolution is neither intended to nor
shall it constitute an approval by the City Council of.the Facilities
for any other purpose; and
WHEREAS, .a public hearing was held by the City Council on
July 20, 2009, at the meeting which commenced at the hour of 9:00 a.m.,
at the City of Vernon, Council Chambers, located at City Hall, 4305 S.
Santa Fe Avenue, Vernon, CA 90058, following duly published notice
thereof in a newspaper of general circulation in the County of Los
Angeles, on July 2, 2009, and all persons desiring to be heard have
been heard.
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 Obligations by the Authority, subject to the review,
comment and approval of the related bond documents by the City
Attorney's office, which Obligations may be tax-exempt and/or taxable as
approved by the Authority in its resolution, in an amount not to exceed
$4,500,000 to refinance the costs of the Facilities. This resolution
shall constitute "host" approval of the issuance of the Obligations
within the meaning of Section 147(f) of the Code and shall constitute
the approval of the issuance of the Obligations within the meaning of
the Act; provided, however, that this Resolution shall not constitute an
approval by the City Council of the Facilities for any other purpose.
SECTION 3: All actions heretofore taken by the officers,
employees and agents of the City with respect to the approval of the
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;,TEST:
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city
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Name: Hilar o Gonzales
Title: Mayor /'Mo=,ems
1 STATE OF CALIFORNIA
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that t:he foregoing Resolution, being Resolution No. 10,023, was
6 duly adopted by the City Council of the City of Vernon at a regular
7:meeting of the City Council duly held on Monday, July 2.0,_ 2009, and
8 ;thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GIRON, ity Clerk
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ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY, OF VERNON
. THIS ASSOCIATE MEMBERSHIP AGREEMENT dated as of July [_], 2009, by and
between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, a joint powers
authority duly organized and existing under the laws of the State of California ("the Authority")
and the CITY OF VERNON, a municipal corporation and charter city_ duly organized and
existing under the laws of the State of California (the "City");
WITNESSETH:
WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and
collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1,
2006 (the "JPA Agreement"), establishing the Authority and prescribing its purposes and
powers; and
WHEREAS, a copy of the JPA Agreement is attached as Exhibit "A" and incorporated
herein by this reference; and
WHEREAS, the JPA Agreement designates the Executive Committee of the Board of
Directors and the President of the California Association for Local Economic Development as
the initial Board of Directors of the Authority; and
WHEREAS, the Authority has been formed for the purpose, among others, to assist for -
profit and nonprofit corporations and other entities to obtain financing for projects and purposes
serving the public interest; and
WHEREAS, the JPA Agreement permits any other local agency in the State of California
to join the Authority as an associate member (an "Associate Member"); and
WHEREAS, the City desires to become an Associate Member of the Authority; and
WHEREAS, the City Council of the City has adopted a resolution approving this
Associate Membership Agreement and the execution and delivery hereof; and
WHEREAS, the Authority has requested that the City become an Associate Member of
the Authority;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Authority and the City do hereby agree as follows:
Section 1. Purpose. The purpose of this Associate Membership Agreement is to assist
the City and for -profit and nonprofit organizations located within the City, on a non-exclusive
basis, in financing industrial and commercial development projects and other public purpose
projects within the City.
Section 2. Associate Member Status. The City is hereby made an Associate Member of
the Authority for all purposes of the JPA Agreement, the provisions of which are hereby
incorporated herein by reference. From and after the date of execution and delivery of this
Associate Membership Agreement by the City and the Authority, the City shall be and remain an
Associate Member of the Authority until and unless the City determines to withdraw from
Authority pursuant to the withdrawal procedure described herein and in the JPA Agreement.
Section 3. Restrictions on Rights of City. The City shall not have the right, as Associate
Member of the Authority, to vote on any action to be taken by the Authority or participate in
debate. In addition, no officer, employee or representative of the City shall have any right to
become an officer or director of the Authority.
Section 4. Effect of Prior Authority Actions. The City hereby agrees to be subject to and
bound by all actions previously taken by the Board of Directors of the Authority to the same
extent as the other Members of the Authority are subject to and bound by such actions.
Section 5. No Obligations of Parties. The debts, liabilities and obligations of the
Authority shall not be the debts, liabilities and obligations of the City. The debts, liabilities and
obligations of the City shall not be the debts, liabilities and obligations of the Authority.
Section 6. No Exclusivity. This Associate Membership Agreement does not create an
exclusive business arrangement between the parties. Further, this Associate Membership
Agreement does not restrict or inhibit in any way the City's ability to finance any project in any
manner it deems appropriate, which may or may not involve or include the Authority. -
Section Z Withdrawal. The City may withdraw from the Authority at any time upon
written notice to the Board of Directors; provided, however, that no such withdrawal shall affect
any bonds that Authority may have issued within the jurisdiction of the City.
2
Section 8. Execution of the Agreement. This Associate Membership Agreement has been
executed and attested by the proper officers or officials of the Authority and the City thereunto
duly authorized, as the day and year first set -forth above.
Attest:
Attest:
Bruce Ackerman, Secretary
MANUELA GIRON, Ci Clerk
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
Wayne Schell, Chairman of the
Board of Directors
CITY OF VERNON
By��
Hilario Gonzales, Mayor
APP7AURENCE
FOI�i:- - --- — - - - - - -- — - - -- - -- -- ---------- ---- -
S. WIENER, City Attorney
3
JOINT EXERCISE OF POWERS AGREEMENT
CALIFORNIA ENTERPRISE,DEVELOPMENT AUTHORITY
THIS AGREEMENT (the "Joint Exercise of Powers Agreement") is dated as of Tune 1,
2006, by and among the City of Selma, California ("Selma"), the City of Lancaster, California
("Lancaster"), and the City of Eureka, California ("Eureka") each duly organized and existing
under the laws of the State of California ("State") and such other local agencies within the State
as may hereafter become signatories hereto.
WITNESSETH:
WHEREAS, the Joint Exercise of Powers Act (the "Act"), Article 1 of Chapter 5 of
Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State,
authorizes public agencies by agreement to jointly exercise any powers common to each of them;
and
WHEREAS, each of the parties hereto are authorized by law to exercise broad
governmental functions and authority to accomplish their respective purposes, including, but not
limited to, the right to issue bonds and expend the proceeds thereof and the right to acquire, sell,
develop, lease or administer property; and
0 WHEREAS, by this Agreement, the parties hereto desire to create and establish the
"California Enterprise Development Authority" (the "Authority") for the purposes set forth
herein and to exercise the powers described herein; and
WHEREAS, each of the parties hereto are authorized by law to exercise broad
governmental functions, including, but not limited to, stimulating or expanding local economies,
promoting opportunities for the creation or retention of employment and stimulating economic
activity and increasing the tax base, and each of the parties hereto possess the authority to
accomplish those functions by means of issuing bonds or refunding bonds, entering into loan
agreements, indentures, lease agreements, installment purchase agreements, installment sale
agreements and trust agreements, making grants and` loans, providing other financial assistance
or in any other manner deemed appropriate by -the governmental entity; and
WHEREAS, each of the parties hereto also desires to assist nonprofit public benefit
corporations located within their respective jurisdictions to undertake and complete projects that
will provide public benefits to the communities; and
WHEREAS, each Member desires to join together with the other Members for the
- of assisting the Members and for -profit and nonprofit organizations in obtaining tax-
exempt _ financing for
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, Selma, Lancaster and Eureka do hereby agree as follows:
4827-5080-7296.8
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Unless the context otherwise requires, the words and terns
defined in this Article I shall, for the purpose hereof, have the meanings herein specified.
"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the California Government Code.
"Agreement" means this Joint Exercise of Powers Agreement.
"Associate Member" shall mean any Local Agency that shall have duly executed this
Agreement and executed and delivered to the Authority an Associate Membership Agreement in
the form and as further provided in the Bylaws of the Authority.
"Authority" means the California Enterprise Development Authority established pursuant
to Section 2.2 of this Agreement.
"Board" means the Board of Directors of the Authority referred to in Section 2.3, which
shall be the governing body of the Authority.
"Bonds" mean_ s the revenue obligations, inclusive of principal (premium, if any) and
interest authorized to be issued by the Authority, including a single bond, a promissory note or
notes, including bond anticipation notes, lease agreement, installment purchase agreement,
certificates of participation or any other instrument evidencing an indebtedness or obligation.
"CALED" means the California Association for Local Economic Development.
"Chairman" means the Chairman elected pursuant to Section 3.1.
"Director" means each member of the Board.
"Eureka" means the City of Eureka, a charter city and municipal corporation forme aii
existing pursuant to the Constitution and laws of the State.
"Executive Director' means the Executive Director of the Authority appointed pursuant
to Section 3. L
"Facilities" means real and personal property that may be financed or refinanced pursuant
to the Act, including but not limited to, land, buildings, improvements, facilities and equipment.
"Fiscal Year" means the period from July 1 st to and including the following June 30t�—�
"Lancaster" means the City of Lancaster, a municipal corporation formed and existing
pursuant to the Constitution and laws of the State.
Admilk
"Legislative Body" means the governing body of a Member.
4827-5080-7296.8 2
"Local Agency" means a Member or an agency or subdivision of that Member
ARM qW
sponsoring a Project or any other city, county, city and county or redevelopment agency of the
State.
"Members" means, collectively, Voting Members and Associate Members.
"Project" means the acquisition, construction and installation of Facilities by the issuance
of Bonds.
"Revenues" means all income and receipts of the Authority from a bond purchase
agreement, bonds acquired by the authority, loans, installment sale agreements, and other
revenue producing agreements entered into by the Authority, projects financed by the Authority,
pants and other sources of income, and all interest or other income from any investment of any
money in any fund or account established for the payment of principal or interest or premiums on
Bonds.
"Secretary" means the Secretary of the Authority appointed pursuant to Section 3.1.
"Selina" means the City of Selma, a municipal corporation formed and existing pursuant
to the Constitution and laws of the State.
"State" means the State of California.
"Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.2.
"Vice -Chairman" means the Vice -Chairman elected pursuant to Section 3.1.
. "Voting Members" means Selma, Lancaster and Eureka or each individually or other
Local Agencies that may be added pursuant to the terms of this Agreement.
ARTICLE II
GENERAL, PROVISIONS
Section 2.1. Purpose. This Agreement is made pursuant to the Act providing for the
joint exercise of powers common to the Members and for other purposes as permitted under the
Act and as agreed by one or more of the parties hereto. The primary purpose of this Agreement
is to assist the Members and for -profit and nonprofit organizations located within the
jurisdictions of the Members in financing industrial and commercial development projects and
other public purpose projects. Additional purposes of this Agreement are assisting Members
undertake any and all other projects permitted by the Act.
Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a
public entity to be known as the "California Enterprise Development Authority." The Authority
shall be a public entity separate and apart from the Members. The Members hereby designate
CALED, a California nonprofit corporation, as the administrator and executor of this Agreement,
and retain for themselves the power to approve amendments to this Agreement as specified in
Section 8.5, hereof.
4827-5080-7296.8 3
Section 2.3. Board of Directors. The Authority shall be administered by a board of
directors. The Members, by execution of this Agreement, designate the Executive Committee of
the Board of Directors of CALED and the President of CALED as the initial Board of Directors
of the Authority. This designation of the Board of Directors shall remain unchanged, unless and
until such composition is changed by a unanimous vote of the Voting Members. The Board shall
be called the "Board of Directors of the California Enterprise Development Authority." All
voting power of the Authority, except as otherwise provided, shall reside in the Board.
Section 2.4. Meetings
(a) Meetings of Voting Members. The Authority shall provide for the
meeting of its Voting Members; provided, however, that at least one
meeting of Voting Members shall be held each year, which may not be
waived. The date, hour and place of the holding of meetings shall be
fixed by resolution of the Board which shall set one such meeting each
year and any other meetings at the written request of any Voting Member,
and a copy of such resolution shall be filed with each of the Members.
The Legislative Body of each Voting Member shall appoint one of its
members to serve as the Voting Member's representative to the Authority
(the "Representative"). The Representative may select up to two
alternates (the "Alternate"), each of whom are either a member of the
Voting Member's Legislative Body or an employee of the Voting
Member, to represent the Voting Member. The name of each Alternate
must be filed with the Executive Director of the Authority at least 30 days
prior to the opening of any regular meeting of the Voting Members and at
least 24 hours prior to the opening of any special meeting of the Voting
Members to be an effective designation. All voting power of the Voting
Members, except as otherwise provided herein, shall reside in the Voting
Members.
(b) Board of Directors Meetings. The Board shall provide for its regular
meetings; provided, however, that at least one regular meeting shall be
held each year unless otherwise waived by a resolution of the Board. The
date, hour and place of the holding of regular meetings shall be fixed by
resolution of the Board and a copy of such resolution shall be filed with
each Director.
(c) Special Meetings. Special meetings of the Board, the Voting Members or
the Members may be called in accordance with the provisions of Section
54956 of the California Government Code.
(d) Call Notice and Conduct of Meetings. All ineetmgs of the oar , VoUng -�
Members and Members, including without limitation, regular, adjourned
regular and special meetings, shall be called, noticed, held and conducted
in accordance with the provisions of the Ralph M. Brown Act (Section
54950 et seq. of the California Government Code).
4827-5080-7296.8 4
Section 2.5. Minutes. The Secretary shall cause to be kept minutes of the meetings of
the Board and Voting Members and shall, as soon as possible after each meeting, cause a copy of
the minutes to be forwarded to each Director and to each Voting Member.
Section 2.6. 'Votin .
(a) At meetings of the Board, each Director shall have one vote;
(b) At meetings of the Voting Members, each Voting Member shall have one
vote; and
(c) Associate Members are not entitled to vote, except as to amendments of
'this Agreement, in which instance each Associate Member shall have one
vote.
Section 2.7. Quorum, Required Votes, Approvals.
(a) Board Meetings. Three (3) Directors shall constitute a quorum for the
transaction of business, except that less than a quorum may adjourn from
time to time. The affirmative votes of at least a majority of the Directors
present at any meeting at which a quorum is present shall be required to
take any action by the Board.
(b) Meetings of Voting Members. Two (2) Voting Members shall constitute a
quorum for the transaction of business, except that less than a quorum
may adjourn from time to time. Unless otherwise provided herein, the
affirmative votes of at least a majority of the Voting Members present at
any meeting at which a quorum is present shall be required to take any
action by the Voting Members.
Section 2.8. Bylaws, Rules and Regulations. The Board may adopt, from time to time,
bylaws for the Authority and rules and regulations for the conduct of its meetings as are
necessary for the purposes hereof.
Section 2.9. Withdrawal and Addition of Parties. A Member may withdraw from the
Authority upon written notice to the Board; provided, however, that no such withdrawal shall
result in the dissolution of the Authority so long as any Bonds remain outstanding. Any such
withdrawal shall be effective only upon receipt of a written notice of withdrawal by the Board
which shall acknowledge receipt of such notice of withdrawal in writing and shall file such
notice as an amendment to Exhibit A to this Agreement effective upon such filing. Each
Member certifies that the withdrawal of any Member does not affect this Agreement .or each l
-Membert-intent-to =ei errram}n __
Qualifying Local Agencies may be added as parties to this Agreement and become
Voting Members upon: (i) adoption of a resolution by the unanimous vote of the Voting
Members at any regular or special meeting, and (ii) the filing by such Local Agency of an
executed counterpart of this Agreement, together with a certified copy of the resolution of the
Legislative Body of such Local Agency approving this Agreement and the execution and
4827-5080-7296.8 5
delivery hereof. Upon satisfaction of such conditions, the Board shall file such executed
counterpart of this Agreement and add such Local Agency to Exhibit A hereto as an amendment,
effective upon such filing.
Section 2.10. Associate Members, Any Local Agency within the State of California
may, with the approval of the Board of Directors, become an Associate Member of the Authority
by (i) executing and delivering to the Authority an Associate Membership Agreement in the form
of and as further provided in the Bylaws and (ii) the filing by such Local Agency of a certified
copy of the resolution of the Legislative Body of such Local Agency approving the Associate
Membership Agreement and the execution. and delivery thereof. Upon satisfaction of such
conditions, the Board shall file such executed counterpart of the Associate Membership
Agreement and add such Local Agency to Exhibit A hereto as an amendment, effective upon
such filing. An Associate Member shall not be entitled to vote on any matter coming before the
Voting Members or the Board, except as otherwise specified herein. However, an Associate
Member shall be entitled to participate in all programs and other undertakings of the Authority,
including, without limitation, any undertaking to finance or refinance a Project, and any other
financing program.
ARTICLE III
OFFICERS AND EMPLOYEES
Section 3.1. Chairman Vice Chairman, Secretary and Executive Director. So long as
the Board shall be comprised of the Executive Committee of the Board of Directors of CALED
and the President of CALED, the President of CALED shall serve as the Chairman of the Board.
The Board shall elect a Vice -Chairman from among its members to serve for such term as shall
be determined by the Board. The Board shall appoint or employ an Executive Director,
Secretary and Treasurer. The Treasurer (who can be the Executive Director or an officer or
employee of the Authority) shall serve as treasurer, auditor, and controller of the Authority
pursuant to and in compliance with Section 6505.6 of the Act. The officers shall perform the
duties normal to said offices. The Chairman shall sign all contracts on behalf of the Authority,
unless a resolution of the Board shall provide otherwise, and shall perform such other duties as
may be imposed by the Board. The Vice Chairman shall sign contracts and perform all of the
Chairman's duties in the absence of the Chairman. The Secretary shall countersign all contracts
signed by the Chairman or Vice Chairman on behalf of the Authority, unless a resolution of the
Board shall provide otherwise, perform such other duties as may be imposed by the Board and
cause a Notice of Joint Powers Agreement to be filed with the Secretary of State of the State
within 30 days of the execution of this Agreement by the last signatory thereto pursuant to the
Act. The Executive Director shall administer the day to day operations of the Authority.
TrnaSlirer_ The TreasurerSh al 1 be the dositary, shall have custody of all e
of the accounts, funds and money of the Authority from whatever source, shall have the duties
and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall
be strict accountability of all funds and reporting of all receipts and disbursements of the
Authority. As provided in Sections 6505 and 6505.6 of the Act, the Treasurer shall make
arrangements with a certified public accountant or firm of certified public accountants for the
annual audit of accounts and records of the Authority in compliance with Section 6505 of the
4827-5080-7296.8 6
Act. ' Pursuant to Section 6505 of the Act, the Board, by unaiumous vote on a resolution therefor,
may replace the annual audit with an audit covering a two year period.
Section 3.3. Officers in Charge of Records, Funds and Accounts. Pursuant to
Section 6505.5 of the Act, the Treasurer shall have charge of, handle and have access to all
accounts, funds and money of the Authority and all records of the Authority relating thereto; and
the Secretary shall have charge of, handle and have access to all other records of the Authority.
Section 3.4. Bonding Persons Having Access to Authority Property. From time to
time, the Board may designate persons, in addition to the Secretary and the Treasurer, having
charge of, handling or having access to any records, funds of accounts, and may require such
persons, including the Secretary, and Treasures, to file official bonds. The Board may designate
the respective amounts of the official bonds. of the Secretary and the Treasurer and such other,
persons pursuant to Section 6505.1 of the Act.
Section 3.5. Legal Advisor. The Board shall have the power to appoint the legal
advisor of the Authority who shall perform such duties as may be prescribed by the Board.
Section-3.6. 'Other Employees. The Board shall have the power by resolution to
appoint and employ such other employees, consultants and independent contractors as may be
necessary for the purposes of this Agreement.
All of the privileges and immunities from liability, exemption from laws, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activities of officers, agents, or employees of a public agency when performing their respective
functions shall apply to the officers, agents or employees of the Authority to the same degree and
extent while engaged'in the performance of any of the functions and other duties of such officers,
agents or employees under this Agreement.
None of the officers, agents, or employees directly employed by the Board shall be
deemed, by reason of their employment by the Board to be employed by any of the Members,
individually or collectively, or by reason of their employment by the Board, to be subject to any
of the requirements of the Members.
Section 3.7. ' Assistant Officers. The Board may by resolution appoint such assistants
to act in the place of the Secretary or other officers of the Authority (other than any Director),
and may by resolution provide for the appointment of additional officers of the Authority who
may or may, not be Directors, as the Board shall from time to time deem appropriate.
ARTICLE IV
Section 4.1. General Powers. The Authority shall exercise, in the manner herein
provided, the powers which are common to each of the Members, or as otherwise permitted
under the Act, and necessary to the accomplishment of the purposes of this Agreement, subject
to the restrictions set forth in Section 4.4. As provided in the Act, the Authority shall be a public
4827-5080-7296.8 ' 7
entity separate from the Members, and the debts, liabilities and obligations of the Authority shall
not be the debts, liabilities and obligations of the Members.
Section 4.2. Power to Issue Revenue Bonds. The Authority shall have all of the
powers provided in the Act, including but not limited to the power to issue Bonds.
Section 4.3. Specific Powers. The Authority is hereby authorized, in its own name, to
do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or
all of the following:
(a) To acquire property by purchase,
otherwise; except by eminent domain
shall not be exercised for other th
(b) To maintain property;
an
(c) To dispose of property by lease, sale, exchange, donation, release,
relinquishment, or otherwise;
(d) With respect to property, to: (1) charge and collect rent under any lease;
(2) sell at public or private sale, with or without public notice; (3) sell at a
discount or below appraised value or for a nominal consideration, only;
(4) sell on an installment payment or a conditional sales basis; (5) convey,
or provide for the transfer of, property without further act of the authority,
upon exercise of an option; (6) sell at a fixed or formula price, and receive
for any such sale the note or notes of a company and mortgages, deeds of
trust, or other security agreements respecting such property;
(e) To acquire and hold property, including funds, project agreements and
other obligations of any kind, and pledge, encumber or assign the same, or
the revenues therefrom or any portion of such revenues, or other rights,
whether then owned or possessed, or thereafter acquired, for the benefit of
the bondholders, and as security or additional security for any bonds or
the performance of obligations under an indenture;
(f) To acquire insurance against any liability or loss in connection with
property, in such amounts as the Authority deems desirable;
(g) To provide for the advance of bond proceeds and other funds pursuant to
project agreements as necessary to pay or reimburse for project costs;
(h) To exercise all rights and to perform all obligations of the Authority under
the project agreements -and indenture, including the right, upon any event
of default by or the failure to comply with any of the obligations thereof
by the lessee, purchaser, or other company thereunder, to dispose of all or
part of the property to the extent authorized by the project agreements or
indenture;
4827-5080-7296.8
(i) To borrow money and issue its bonds for the purpose of paying all or any
part of the costs of a project, and for any other authorized purpose, as
provided in this title;
(j) To, refund outstanding bonds of the Authority without regard to the
purposes of this title when the board determines that such refunding will
be of benefit to a company or holders of such bonds, subject to the
provisions of the proceedings;
(k) To invest, deposit, and reinvest funds under the control of the Authority
and bond proceeds in the types of securities or obligations authorized,
pending application thereof to the purposes authorized by, subject to the
provisions of, the proceedings;
(1) To expressly waive any immunity of the political subdivisions of the State
provided by the Constitution or laws of the United States of America to
taxation by the United States of interest on bonds issued by an authority,
in obtaining federal benefits;
(m) To fund administration expenses (1) by the establishment and collection of
reasonable fees in amounts as may be determined by the Board, (2) by the
acceptance of funds and other aid from a Member and from other
governmental sources authorized to provide such funds or aid, (3) by the
acceptance of contributions from business, trade, labor, community, and
other associations, and (4) by other authorized means;
(n) To contract and pay compensation for professional, financial, and other
services; and
(o) to exercise any and all additional powers as maybe provided in the Act.
Section 4.4. Restrictions on Exercise of Powers. The powers of the Authority shall be
exercised in the manner provided in the Act and shall be subject (in accordance with Section
6509 of the Act) to the restrictions upon the manner of exercising such powers that are imposed
upon any Member in the exercise of similar powers.
ARTICLE V
METHODS OF PROCEDURE; CREDIT TO MEMBERS
Section 5.1. Assumption of Responsibilities by the Authority. As soon as practicable
d'ffectO �aatinLmeetingas er��
of the Board. At said meeting the Board shall provide for its regular meetings as required by
Section 2.4. 1
Section 5.2. Credit to Members.
49 pursuant to any instrument or agreement
All accounts or funds created and established
to which the Authority is a party, and any interest
4827-5080-7296.8 9
2
earned or accrued thereon, shall inure to the benefit of the Members in the respective proportions
for which such funds or accounts were created.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.1. Contributions. The Voting Members may in the appropriate circumstance,
when required hereunder.: (a) make contributions from their treasuries for the purposes set forth
herein, (b) make payments of public funds to defray the .cost of such purposes, (c) make
advances of public funds for such purposes, such advances to be repaid as provided herein, or (d)
use its personnel, equipment or property in lieu of other contributions or advances. The
provisions of Sections 6512 and 6512.1 of the Act are hereby incorporated into this Agreement
by reference.
Section 6.2. Accounts and Reports. To the extent not covered by the duties assigned to
a trustee chosen by the Authority, the Treasurer shall establish and maintain such funds and
accounts as may be required by good accounting practice or by any provision of any trust
indenture or trust agreement entered into with respect to the proceeds of any Bonds issued by the
Authority. The books and records of the Authority in the hands of a trustee or the Treasurer shall
be open to inspection at all reasonable times by representatives of the Members. The Treasurer,
within 180 days after the close of each Fiscal Year, shall give a complete written report of all
financial activities for such Fiscal Year to the Members to the extent such activities are not
covered by the report of such trustee. The trustee appointed under any trust indenture or trust
agreement shall establish suitable funds, furnish financial reports and provide suitable accounting
procedures to carry out the provisions of said trust indenture or trust agreement. Said trustee
may be given such duties in said trust indenture or trust agreement as may be desirable to carry
out this Agreement.
Section 6.3. ' Funds. Subject to the applicable provisions of any instruments or
agreement which the Authority may enter into, which may provide for a trustee to receive, have
custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have
custody of and disburse Authority funds as nearly as possible in accordance with generally
accepted accounting practices, and shall make the disbursements required by this Agreement or
to carry out any of the provisions or purposes of this Agreement.
Section 6.4. Annual Budget and Administrative Expenses and Surplus Revenues. The
Board shall adopt a budget for administrative expenses, which shall include all expenses not
included in any financing issue of the Authority, annually prior to July 1 st of each year. Any
moneys held by the Authority and not required for the payment of administrative expenses of the
Aufficirity or other activities authorized under this Agreement shall be deemed surplus and may
be allocated as directed by the Board for economic development purposes.
4827-5080-7296.8 10
0 ARTICLE VII
E
TERM
Section 7.1. Term. This Agreement shall became effective, and the Authority shall
come into existence, on the date hereof, and this Agreement and the Authority shall thereafter
continue in full force and effect so long as any Bonds remain outstanding.
Section 7.2. Disposition of Assets. Upon termination of this Agreement, all property
of the Authority, both real and personal, shall be divided among the Voting Members in such
manner as shall be agreed upon by the Voting Members.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Notices. Notices hereunder shall be in writing and shall be sufficient if
delivered to:
City of Selma
1710 Tucker Street -
Selma, California 93662
Attention: City Clerk
City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
Attention: City Clerk '
City of Eureka
531 K Street
Eureka, California 95501
Attention: City Clerk
Section 8.2. Section Headings. All section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the
language in the section referred to or to define or limit the scope of any provision of this
Agreement.
Section 8.3. Consent. Whenever in this Agreement any consent or approval is
required, the same shall not be unreasonably withheld.
Section 8.4. Law Governing. This Agreement is made in the State under the
I
constitution and laws of the State, and is to beso construed.
4827-5080-7296.8 11
0 Section 8.5. Amendments.
(a) This Agreement may be amended at any time, or from time to time, except as
limited by contract with the owners of Bonds issued by the Authority or certificates of
participation in payments to be made by the Authority or a Member or by applicable regulations
or laws of any jurisdiction having authority, by the procedure set forth in paragraph (b), below.
Appendix A to the Agreement may be amended to correctly list current Members without
separate, action by the Members or the Board.
(b) Except as otherwise provided herein, this Agreement shall not be amended,
modified, or altered, unless the negative consent of each of the Members is obtained. To obtain
the negative consent of each of the Members, the following negative consent procedure shall be
followed: (i) the Authority shall provide each Member with a notice at least sixty days prior to
the date such proposed amendment is to become effective explaining the nature of such proposed
amendment and this negative consent procedure; (ii) the Authority shall provide each Member
who did not respond a reminder notice with a notice at least thirty days prior to the date such
proposed amendment is to become effective; and (iii) if no Member objects to the proposed
amendment in writing within sixty days after the initial notice,_ the proposed amendment shall
become effective with respect to all Members.
Section 8.6. Enforcement by Authority. The Authority is hereby authorized to take any
or all legal or equitable actions, including, but not limited to, injunction and specific
performance, necessary or permitted by law to enforce this Agreement.
Section 8.7. Severability. Should -any part, term or provision of this Agreement be
decided by any court of competent jurisdiction to be illegal or in conflict with any law of the
State, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining
portions or provisions shall not be affected thereby.
Section 8.8. Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the Members, respectively. No Member may assign any right or
obligation hereunder without the written consent of all of the others.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their proper officers thereunto duly authorized on the following pages as of the
day and year set below the name of each of the parties.
[SIGNATURE PAGES TO FOLLOW]
4827-5080-7296.8 12
0
CITY OF SELMA .
ul
By
7bW�4�
D-B Heusser
.City Manager
Attest:
Melanie A. Carter
City Clerk
APPROVED AS TO FORM
By �
Richard H. Hargrove
City Attorney
Dated: _5�( 1pla
SIGNATURE PAGE OF
CITY OF SELMA
TO JOINT EXERCISE OF POWERS AGREEMENT
4827-5080-7296.8
CITY OF LANCASTER
q
Henry W. Hearns
Mayor
Attest:
Geri K. Bryan U UP
City Clerk
APPROVED S TO FORM
By
David R. McEwen
City Attorney
Dated:"
SIGNATURE PAGE OF
CITY OF LANCASTER
TO JOINT EXERCISE OF POWERS AGREEMENT
w
4827-5080-7296.8
0 CITY OF EUREKA
By^
Peter. La Vall e
Mayor
Attest:
Kathleen Franco Sinunons
City Clerk
APPROVED AS TO FORM
By 1
David Tranberg
City Attorney
Dated: z O
SIGNATURE PAGE OF
CITY OF EUREKA
TO JOINT EXERCISE OF POWERS AGREEMENT
4827-5080-7296.8
Am EXHIBIT A
MEMBERS OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
El
Voting Members
City of Selma
City of Lancaster
City of Eureka
Associate Members
City of Upland
County of Stanislaus
County of Sacramento
City of Pittsburg
County of Sonoma
County of Yolo
County of Riverside
City of Fairfield
City of Duarte
City of Montebello
County of San Bernardino
City of Long Beach
King City
County of Madera
City of Greenfield
City of Milpitas
City of Oroville
City of Oakdale
City of Lincoln
City of Redlands
City of Industry
County of San Diego
4827-5080-7296.10
74 !a�
RECEIVED
JUL 1 5 2009
CITY CLERK'S OFFICE
STAFF REPORT
Industrial Development aPPaovl:b JUL p '09 CITY
DATE: July 13, 2009
TO: Honorable Mayor and City Council
FROM: Jeff A. Harrison, Director of Industrial Development),
RE: Conduit Financing for RRR Real Estate Company, LLC, et al., for 5151 Alcoa
Avenue in the City of Vernon
Issue:
The California Enterprise Development Authority (the "Authority") is a joint powers agency dedicated
to providing economic assistance to for -profit and nonprofit organizations by issuing tax-exempt and
taxable conduit revenue bonds to fund development projects and other public purpose projects within
member jurisdictions..
RRR Real Estate Company, LLC, R.B.R. Meat Company, Inc., Rite -Way Meat Packers, Inc. and
Rose & Shore, Inc. (collectively, "Rite -Way") have requested the Authority's assistance in financing
and/or refinancing the costs of the acquisition and development of manufacturing facilities at 5151
Alcoa Avenue in the City of Vernon (the "Facilities"). The financing and/or refinancing of the facilities
for Rite -Way involves the issuance of revenue obligations that may be completed through the
Authority only if the City joins the Authority and approves the financing. Once the City is a member,
other corporations with projects in the City may utilize the Authority's services as well.
A Notice of Public Hearing to comply with the public approval requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended, was published on July 2, 2009.
Recommendations:
I recommend that the City: (a) adopt a resolution approving the execution of an Associate
Membership Agreement with the Authority; (b) conduct a public hearing with respect to the issuance
of revenue obligations; and (c) adopt a resolution approving the issuance by the Authority of not to
exceed $4.5 million of the Authority's revenue obligations for the benefit of Rite -Way.
Fiscal Impact:
None. Conduit revenue bonds are a special, limited obligation of the Authority payable solely through
the payment of principal and interest from Rite -Way Meats. Any bonds issued by the Authority will
not be an obligation of the Authority, the City, or any member of the Authority.
,JUL_ 1 5 LUUU oY.•�A
CITY CLERK'S OFFICE
�µ l e
R
Industrial Development -
INTER -DEPARTMENT MEMORANDUM
DATE: July 13, 2009
TO: Donal O'Callaghan,. City Administrator
FROM: Jeff A. Harrison, Director of Industrial Developmeng
RE: Conduit Financing for RRR Real Estate Company, LLC, /et
al., for 5151 Alcoa Avenue in the City of Vernon
As -we have previously discussed and you have authorized the City to
move forward on, enclosed please find for your review and approval a
Staff Report relating to the adoption of a resolution approving the
City's membership in the California Enterprise Development Authority
by the execution of an Associate Membership Agreement, the public
hearing set for July 20, 2009, and the adoption of a resolution
approving the conduit financing for RRR Real Estate Company, LLC,
R.B.R. Meat Company, Inc.,.Rite-Way Meat Packers, Inc. and Rose &
Shore, Inc. for an amount not to exceed $4.5 million.
JH:jl
Enclosure
C� .
JUL. 1 4 2009
BY
aq
NOTICE OF PUBLIC HEARING WITH RESPECT TO THE
ISSUANCE OF TAX-EXEMPT AND/OR TAXABLE Ywv� (d o
OBLIGATIONS BY THE CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY FOR THE PURPOSE OF
FINANCING FACILITIES FOR THE BENEFIT OF R.B.R. MEAT
COMPANY, INC., RITE -WAY MEAT PACKERS, INC., AND/OR
CERTAIN AFFILIATES THEREOF (OR ANY SUCCESSOR OR
RELATED ENTITY THERETO)
APPROM JUL 20 '09 CITY COUNCIi
NOTICE IS HEREBY GIVEN that on Monday, July 20, 2009, at 9:00 a.m., or as soon thereafter as the matter
may be heard, at the Vernon City Hall, City Council Chambers, 4035 S. Santa Fe Avenue, Vernon, California
90058, the City Council of the City of Vernon (the "City Council") will conduct a public hearing (the "Public
Hearing") at which the City Council will hear and consider information concerning the issuance, from time to
time, pursuant to a plan of finance, of one or more series of tax-exempt and/or taxable obligations by the
California Enterprise Development Authority (the "Issuer") in an aggregate principal amount not to exceed
Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Obligations") for the benefit of RRR Real
Estate Company, LLC, a California limited liability company ("RRR"), R.B.R. Meat Company, Inc., a
California corporation ("RBR"), Rite -Way Meat Packers, Inc., a California corporation ("Rite -Way"), Rose &
Shore, Inc., a California corporation ("Rose & Shore") and/or certain affiliates thereof (or any successor or
related entity thereto) (the "Borrower"). The Issuer will loan the proceeds of the Obligations to the Borrower
pursuant to one or more loan agreements (the "Loan Agreement"). The proceeds of the Obligations loaned to
the Borrower will be applied to refinance the outstanding obligations evidenced by that certain Loan
Agreement, dated as of June 1, 1999, by and among the California Infrastructure and Economic
Development Bank, RRR, RBR., Rose & Shore, Rite -Way and Wells Fargo Bank, National Association (the
"Prior Obligations"). The proceeds of the Prior Obligations were loaned to the Borrower to finance the (1)
acquisition of approximately three acres of real property located at 5151 Alcoa Avenue in the City of Vernon,
California (the "Project Site"), (2) construction of a 58,000 square foot building at the Project Site, and (3)
acquisition and installation of manufacturing equipment at the Project Site (collectively, the "Facilities"). The
Facilities are owned and operated by the Borrower. The Facilities are used to process and distribute meat and
other food products or for the manufacture of other tangible personal property. The Obligations will be paid
entirely from repayments by the Borrower under the Loan Agreement and, if required, payments by affiliates of
Borrower under a guaranty.
Neither the faith and credit nor the taxing power of the City of Vernon (the "City"), the State of California (the
"State") or any other political corporation, subdivision or agency of the State is pledged to the payment of the
principal of, premium, if any, or interest on, the Obligations, nor shall the City, the State or any other political
corporation, subdivision or agency of the State be liable or obligated to pay the principal of, premium, if any, or
interest on, the Obligations.
The Public Hearing is intended to comply with the public approval requirements of Section 147(f) of the Code
Those wishing to comment or those who have any questions regarding the proposed nature and location of the
Facilities and the refinancing of the Facilities with the proceeds of the Obligations may either appear in person
at the time and place indicated above or submit written comments, which must be received by the City Council
prior to the Public Hearing addressed to: City of Vernon, Attention: City Clerk, 4035 S. Santa Fe Avenue,
Vernon, California 90058.
Notice is further given that the Borrower has filed an application with the Authority in connection with the
proposed refinancing of the Facilities with the proceeds of the Obligations, and reference is hereby made to
such application for further particulars.
4822-7476-2755.1
If you challenge the approval of the proposed issuance by the California Enterprise Development Authority of
the Bonds or any provision thereof in court, you may be limited to raising only those issues you or someone
else raised at the hearing described in this notice or in written correspondence delivered to the City of Vernon
at, or prior to, the meeting.
The hearing may be continued or adjourned or cancelled and rescheduled to a stated time and place without
further notice.
Dated: June 29, 2009
Manuela Giron, City erk
4822-7476-2755.1