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Resolution No. 2017-005RESOLUTION NO. 2017-05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY WHEREAS, the City of Vernon (the "City"), is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California; and WHEREAS, the City remains focused on enhancing economic development within the City; and WHEREAS, City staff responded to Ernst & Young regarding a Request for Proposal for Business Incentives - Proposed National Cement Manufacturing Project for 2626 East 26th Street in the City of Vernon (the "Premises"); and WHEREAS, by memorandum dated February 21, 2017, the City Administrator has recommended that City Council approve a Development Agreement (the "Agreement") between the City of Vernon and National Ready Mixed Concrete Company ("NRMCC"), as the corporate presence of NRMCC and the planned development project at the Premises will benefit the local economy through the creation of new employment opportunities and the generation of additional sales tax revenues; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent NRMCC seeks to engage in actual physical construction or development on the Premises, such would be subject to separate and independent CEQA review and analysis. SECTION 3: The City Council of the City of Vernon hereby approves the Development Agreement with NRMCC, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Agreement to NRMCC. - 2 - SECTION 7: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21St day of February, 2017. TT EST: Maria E Ayala City Clerk / Cl x$� APPROVED AS TO FORM: Bri yun, Deputy City Attorney Name: Willia J. Davis Title: Mayor / — Pro - - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E . Ayala, City Clerk / of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2017-05, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, February 21, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2017, at Vernon, California. (SEAL) - 4 - Maria E. yala City Clerk / j, go� YA 3 EXHIBIT A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY This Development Agreement ("Agreement") is dated as of , 2017 (the "Effective Date") and is made by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and National Ready Mixed Concrete Company, a California corporation ("Company"). The City and Company are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS A. The Company has identified a site at 2626 East 26th Street in the City of Vernon (the "Property") where the Company will hold a ground lease on the site for up to 35 years. The Company plans to construct one or more buildings for a total of 35,720 square feet of space. The Company plans to spend approximately $26 million on development of the Property and create at least fifty 50 new full-time jobs once the Property has been developed (together, the "Project"). B. The Project will be a Point of Sale to customers who transact business with the Company where such purchases or products are intended for delivery within the State of California. The Company estimates that the City could receive on average $237,016 per year over a thirty-five (35) year period in sales tax that it would otherwise not receive based on the Company's annual projected taxable material sales. C. The City's share of sales tax is currently 1 % of the taxable sales occurring in the City D. The Vernon City Council, by resolution passed on (Resolution No. ), has found that it is of substantial benefit to the City and its residents for (i) the Company to locate the Project in the City, because it would, among other things, provide new employment opportunities in the local economy, and (ii) the Company to designate the Project as a Point of Sale for the Company which will generate significant additional sales tax revenue. The receipt of additional sales tax not otherwise collectible by the City and creation of jobs constitute valid public purposes for the City's entry into and execution of this Agreement. NOW, THEREFORE, the parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Section 2. Term and Renewal. (a) Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect from the Effective Date until [INSERT DATE], 2052 — i.e., 35 years from the Effective Date (the "Term"). (b) At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If the former, the Parties shall execute a written - 1 - amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date of the Amendment. (c) If this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 7 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Developer and the City shall execute a written cancellation of this Agreement which may be recorded with the County Recorder. Section 3. Company Covenants and Representations. (a) The Company represents to the City that it is authorized to conduct business in California; has the authority to enter into the Agreement and perform the requirements of this Agreement; and, to the Company's best knowledge, its performance under this Agreement shall not violate any applicable judgment, order, law or regulation. (b) In order to receive the incentives, Company shall invest approximately $26 million in a concrete batch plant and aggregate storage depot plant in the City, and create and maintain at least fifty (50) new jobs. (c) The Company shall use its good faith and commercially reasonable efforts to designate the Project as a Point of Sale in accordance with the Bradley Burns Uniform Local Sales and Use Tax, California Revenue & Taxation Code section 7200 et seq. The Company shall be solely responsible for ensuring that all taxable sales transactions for business activities related to the Project are consummated at the Property or in any event within the City's boundaries, consistent with all applicable statutory and California State Board of Equalization regulatory requirements. (d) The Company shall within fifteen (15) days after designation of Point of Sale provide written notice of such to the City. (e) The Company shall provide the City access to California state sales and use tax returns (but solely for the limited purpose of determining compliance with the terms of this Agreement). Upon written request of the City, Company shall within thirty (30) days also provide to the City copies of the Company's and its affiliates' California state sales and use tax returns evidencing sales and the payments of sales and use taxes that are the subject of this Agreement. (f) The Company shall promptly notify the City of any developments that materially and adversely impact this Agreement and the Company's obligations stated herein including, but not limited to, compliance with all applicable laws, rules, and regulations pertaining to government permits related to, for example, emissions, air quality, odors, etc., initiation of any lawsuits or bankruptcy proceedings, sale or conveyance of real property, labor disputes, and changes in business. Section 4. City Incentives. As a direct inducement to retain the corporate presence of the Company and the Project in the City and to encourage the growth of the Company's presence in the City, the City will provide the following incentives: -2- The City shall make payments to Company of an incentive measured by the amount of Sales Tax Revenues received by the City as a direct result of the Company's Point of Sale for the period when this Agreement is in effect (each, an "Incentive Payment" and together, the "Incentive Payments"). The amounts of each Incentive Payment shall be payable as outlined in Exhibit A. (a) The City has determined that the Company has met the qualification criteria set forth in its Economic Development (ED) Rate Schedule and, subject to compliance with the terms and conditions of the Agreement For Economic Development Incentive On Electric Service, is eligible for a reduced electric utility rate from the City of Vernon's Gas & Electric Department equal to a five-year reduction of up to twenty percent (20%) of the Company's otherwise applicable tariff (OAT), excluding taxes, beginning on the Commencement of Operations. The Company will also be eligible for a five-year extension of the program pursuant to the terms and conditions set forth herein to the ED Rate Schedule, subject to the Vernon City Council's approval for an additional 5-year extension to the ED Rate Schedule. (b) The City agrees to provide expedited building permit and plan check review for the Project at no additional charge. (c) Upon a written request by the Company, the City agrees to provide the Company with a written letter of support to participate and secure approval for New Markets Tax Credit program in relation to the redevelopment of the Property for the Project upon execution of this Development Agreement. Section 5. Audit and Inspection Rights. (a) The Company shall provide the City access to the Property as the City deems reasonably necessary to determine whether the Project conforms to the requirements of this Agreement. The Company shall make available to the City all reasonable facilities and assistance to facilitate the performance of inspections by the City's representatives. All records relevant to the Company's obligations under this Agreement shall be and remain available at the Company's place of business at all reasonable times during the Term of this Agreement and for two (2) years after the termination of this Agreement. The City shall be allowed to audit, examine, and make excerpts or transcripts of all data relevant to confirm the Company's compliance with this Agreement. (b) The City shall be allowed to conduct a written compliance check on the number of employees employed by the Company, at its sole discretion. The Company shall fully cooperate with the City by providing access to appropriate payroll documentation to verify the total number of employees and whether such employees are part-time or full-time. Section 6. Indemnification and Hold Harmless. (a) The Company assumes any and all risk of personal injury and property damage to the extent attributable to the intentional and negligent acts or omissions of the Company and its officers, employees, representatives and agents thereof while acting within the scope of their employment with the Company and performing the Company's requirements and obligations under the terms and conditions set forth in this Agreement. (b) The Company shall indemnify, defend and hold the City, its officers, employees, -3- representatives (whether elected or appointed) and agents harmless from and against any and all third party claims or causes of action and liabilities, expenses, losses, costs of personal injury (including death), damages, fines, and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising out of or resulting from the Company's performance of the requirements and obligations under the terms and conditions of this Agreement. (c) The obligations arising under this paragraph shall survive the expiration or termination of this Agreement, as to claims or causes of action, liabilities, expenses, losses, costs, reasonable attorneys' fees, damages, fines and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising prior to the date of termination of this Agreement. Section 7. Default and Termination. (a) Event of Default. For purposes of this Agreement, "event of default" shall mean any of the following: (i) Any representation made by the Company herein or in any statement, application or certificate furnished to the City in connection with the performance of this Agreement proves to be untrue in a material respect as of the date of issuance of making thereof and is not corrected or brought into compliance within thirty (30) days after written notice thereof to the Company by the City. (ii) The Company materially breaches any covenant contained in this Agreement and such breach shall not be corrected or cured within thirty (30) days after written notice thereof to the Company by the City; provided, however, that the City may declare a lesser cure period in the event that it finds, in its sole and absolute discretion, that such lesser period is necessary to protect the public health, safety, or welfare. (iii) The Company ceases business operations at the Property or moves out of the City at any time during the Term of this Agreement. For the avoidance of doubt, a "move -out" of the City by the Company shall not include the routine movement of personnel between and among its various plants or the servicing of a particular project by multiple plants; provided, however, that (a) the number of personnel at the Project does not fall below fifty (50); and (b) the annual sales tax revenue that accrues to the benefit of the City does not fall below $50,000 in any given year. The Company shall provide thirty (30) days written notice to the City of any such cessation or move -out, and the effective termination date of this Agreement will be the date of cessation or move -out, unless agreed to otherwise in writing by the Parties. If the Company fails to provide notice, the effective termination date of the Agreement will be retroactive to the date of cessation or move -out. (iv) The Company assigns or attempts to assign this Agreement in violation of Section 9 of this Agreement. (b) Remedies. Upon the occurrence of an Event of Default, The City shall provide written notice to the Company. The Company shall immediately proceed to cure or remedy such default, and in any event such default shall be cured within thirty (30) days after receipt of the notice, or such longer time as the City and the Company may agree in writing. Upon the failure of the Company to so cure any such default, the City shall have all remedies available to -4- it, in law or in equity including, but not limited to, the right to: terminate this Agreement, effective and retroactive to the date of Event of Default; terminate pending economic incentives; withhold future economic incentives; or terminate any other obligation required hereunder. If the City initiates litigation to remedy default under this Agreement, the prevailing party shall be entitled to all costs of litigation and reasonable attorneys' fees. Section 8. General Provisions (a) Complete Agreement. This Agreement constitutes the complete agreement of the parties regarding the Incentives and shall supersede and nullify all prior drafts and agreements, oral or written, concerning the same. (b) Compliance with Bradley -Burns Uniform Local Sales and Use Tax Law. The Company shall carry out the operation of its Point of Sale transactions through the Project in conformity with the Sales Tax Law. (c) Relationship. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership orjoint venture between the City and the Company. No party can create any obligation or responsibility on behalf of the other or bind the other in any manner. Each party is acting for its own account, and it has made its own independent decision to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each party acknowledges that neither of the parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Company further represents and acknowledges that it has paid no one a fee, commission, gift or other consideration as an inducement to enter into this Agreement. (d) Personal Liability. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), employee, representative or agent of the City in an individual capacity and neither shall any such individuals be subject to personal liability by reason of any covenant or obligation of the City hereunder. (e) Amendments. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and is approved by both the authorized representatives of the Company and the City. (f) Notices. Any notices or other communications required or permitted to be given under this Agreement shall be in writing, and shall be deemed delivered to and received by the addressee thereof when delivered in person at the address set forth below, when delivered by reputable overnight courier at the address set forth below, or three (3) business days after deposit thereof in any main or branch United States Post Office, certified or registered mail, return receipt requested, postage prepaid, properly addressed to the parties, respectively, as follows: For notices and communications to the City: City of Vernon Attention: City Administrator 4305 Santa Fe Avenue Vernon, California 90058 -5- With copies to City of Vernon Attention: City Attorney 4305 Santa Fe Avenue Vernon, California 90058 For notices and communications to the Company: NATIONAL READY MIXED CONCRETE CO., INC. 15821 VENTURA BLVD, SUITE 475, ENCINO, CA 91436 Attention: Pragati Kapoor (g) Governing Law Choice of Venue and Attorneys' Fees. This Agreement and the rights of the parties hereunder shall be governed by, and construed, interpreted, and enforced in accordance with; the laws of the State of California, regardless of any conflict of law principles. Should either party initiate litigation against the other party, both parties agree that such litigation may only be commenced in a state or federal court of competent jurisdiction in the County of Los Angeles, State of California. In the event of any action between the City and the Company seeking enforcement of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. (h) Interpretation. This Agreement has been negotiated by all parties and shall not be interpreted or construed against the party drafting the Agreement. (i) Change in Laws. Unless otherwise explicitly provided in this Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include such laws, ordinances, rules, or regulations of any kind as they may be amended or modified from time to time hereafter. 0) Headings. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. (k) Time of Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. (1) Severability. It is the express intent of the parties hereto that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held void, invalid, or unenforceable by a court of competent jurisdiction, such action shall not affect the remainder of this Agreement, which shall continue in full force and effect. (m) No Third Party Beneficiaries. Nothing in this Agreement shall create, or be construed to create any third party beneficiary rights in any person or entity not a signatory to this Agreement. (n) Counterparts and Originals. This Agreement may be executed in any number of 1110- multiple identical counterparts and all of said counterparts shall, individually and taken together, constitute the Agreement. There shall be two (2) original Agreements — one held by each party. (o) Assignment. The Company may not assign this Agreement, in whole or in part, without the City's prior written consent, which consent may be withheld in the City's sole discretion. The parties acknowledge that this Agreement is an obligation which runs to the Company and is not a covenant running with the land. Notwithstanding the foregoing, in the event that the Company sells all of its assets, or the principals of the Company sell all or substantially all of their stock and, following the sale, the operations of the Business remain substantially the same and in conformance with all obligations of this Agreement, this Agreement will remain in full force and effect and the City will grant its approval of the assignment of the Agreement. The assignee shall be bound by all of the terms and conditions of the Agreement. In the event of the foregoing, the Company shall provide notice of such assignment to the City within three (3) days of the closing of any such sale. (p) Loss of Authority. In the event that the City's authority to enter into this Agreement or to grant the Incentives pursuant to this Agreement are repealed, become unexercisable, null and void or otherwise become invalid, then the Agreement shall be terminated, City's obligations hereunder shall cease and no further obligations shall be required of the City. (q) Living Wage. The Company, and any contractor or subcontractor(s) hired and used by the Company, shall comply with the City's Living Wage Ordinance at Vernon Municipal Code Article XVIII. The current Living Wage Standards are set forth in Exhibit B attached hereto and incorporated by reference. Upon the City's reasonable request, certified payroll records shall be promptly provided to the City. (r) The Company hereby certifies and represents that, during the Term of this Agreement, it and any other parties with whom it may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. The Company further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit C attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. [Signatures Begin on Next Page]. -7- CITY OF VERNON, a California charter City and California municipal corporation Carlos R. Fandino, Jr., City Administrator ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney NATIONAL READY MIXED CONCRETE COMPANY, a California corporation By: Name: Title: By: Name: Title: EXHIBIT "A" SALES AND USE TAX REVENUE INCENTIVE The City agrees to pay an incentive described as follows: (a) The City will provide an incentive payment to the Company equal to eighty (80%) percent of the City's portion of Sales Tax Revenue for years one through five (years 1-5). (b) The City will provide an incentive payment to the Company equal to fifty (50%) percent of the City's portion of Sales Tax Revenue for years six through twelve (years 6-12). (c) The City will provide an incentive payment to the Company equal to forty-five (45%) percent of the City's portion of Sales Tax Revenue in year thirteen (Year 13). (d) The City will provide an incentive payment to the Company equal to forty (40%) percent of the City's portion of Sales Tax Revenue in year fourteen through thirty five (years 14-35). (e) The incentive payments should be paid quarterly. The incentive payments shall be due thirty (30) days after the quarterly "true up" payment by the State for the preceding quarter (f) The incentive payments shall be payable from any source of funds legally available to the City. The determination of the source of funds for the City's payments shall be in the sole and absolute discretion of the City. The Company acknowledges that the City is not making a pledge of Sales Tax Revenues, or any other particular source of funds. Sales Tax Revenues are used merely as a measure of the amount of incentive payment due hereunder and as means of computing the City's payment obligation. (g) The City shall not be obligated to make any incentive payments if Sales Tax Revenues are not actually received by the City from the State of California. M EXHIBIT "B" LIVING WAGE PROVISIONS — VMC § 2.131 et seq. Minimum Livinq Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the Living Wage Ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. -10- EXHIBIT "C" EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. The Company certifies and represents that, during the performance of this Agreement. The Company, its affiliates, and each contractor or subcontractor hired thereby and serving as an agent of the Company or any of its affiliates shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. The Company further certifies that they will not maintain any segregated facilities. B. The Company agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of the Company, state that they are "Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. The Company agrees that it shall, if requested to do so by the City, certify that it does not have, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. The Company agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. - 11 - STAFF REPORT CITY CLERK'S oFICE /a o LT INOJ04 STAFF REPORT CITY ADMINISTRATION DATE: February 21, 2017 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino Jr., City Administrator Originator: Diana Figueroa, Administrative Analyst RE: A Resolution Approving and Authorizing the execution of a Development Agreement between the City of Vernon and National Ready Mixed Concrete Company Recommendation A. Find that approval of the proposed development agreement is exempt from California Environmental Quality Act ("CEQA") review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent National Ready Mixed Concrete Company seeks to engage in actual physical construction or development on the leased premises, such would be subject to separate and independent CEQA review and analysis; and B. Adopt a resolution approving and authorizing the execution of a development agreement between the City of Vernon and National Ready Mixed Concrete Company for the purpose of developing a Point of Sale facility on the site located at 2626 East 26t" Street in the City of Vernon. The agreement will allow National Ready Mixed Concrete Company to lease the site from Vernon for a term of up to 35 years. Background Vernon staff, as a collective, remains focused on enhancing economic development within the City. Exploration into avenues that increase the City's revenue opportunities are important, and City leaders have been diligent in their efforts to create viable, innovative solutions. In the past, the City of Vernon has used a variety of incentives to meet specific goals to revitalize existing industrial structures or to recycle/demolish obsolete or vacant structures. The City continues to present a compelling argument for businesses to invest in expanding and/or establishing operations within Vernon city limits by providing meaningful incentives to potential developers, business owners, and investors. Page 1 of 2 With a goal to cater to businesses and remain true to its "exclusively industrial" mantra, the City of Vernon staff responded to Earnst & Young regarding a Request for Proposal for Business Incentives — Proposed National Cement Manufacturing Project ("National Cement") for 2626 East 26th Street in the City of Vernon. The August 2016 response included a detailed description on how the City intended to address National Cement's requests for local incentives. Further discussion ensued through the remainder of 2016 and, ultimately, the City was able to reach an agreement with National Ready Mixed Concrete Company ("NRMCC") to expand their operation in Vernon, California. Key components of the agreement between the City of Vernon and NRMCC are as follows: • Ground lease for site located at 2626 East 26th Street in Vernon for a term of up to 35 years • NRMCC plans to spend approximately $26 million on development of the property and create at least 50 new full-time jobs upon completion of the project • As a Point of Sale facility for customers, the business will generate sales tax revenues for Vernon that are estimated to be an average of $237,016 per year, over the 35 year life of the proposed lease • The City shall provide NRMCC a Sales and Use Tax Revenue incentive; Economic Development Rate incentive; expedited building permitting and plan checks; and support in NRMCC's approval for New Markets Tax Credit program in relation to the redevelopment of the property Staff recommends that City Council approve the agreement between the City of Vernon and National Ready Mixed Concrete Company, as the corporate presence of NRMCC and the planned development project at the 2626 East 261h Street site will benefit the local economy through the creation of new employment opportunities and the generation of additional sales tax revenues. The agreement has been approved as to form by the City Attorney's office. Fiscal Impact The agreement with National Ready Mixed Concrete Company will result in additional revenues for the City upon completion of their $26 million construction/development project on the Vernon site. The company estimates that the City could receive, on average, $237,016 in sales tax revenues per year over a 35 year period. Attachment(s) 1. Resolution Approving and Authorizing the execution of a Development Agreement between the City of Vernon and National Ready Mixed Concrete Company Page 2 of 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY WHEREAS, the City of Vernon (the "City"), is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California; and WHEREAS, the City remains focused on enhancing economic development within the City; and WHEREAS, City staff responded to Ernst & Young regarding a Request for Proposal for Business Incentives - Proposed National Cement Manufacturing Project for 2626 East 26th Street in the City of Vernon (the "Premises"); and WHEREAS, by memorandum dated February 21, 2017, the City Administrator has recommended that City Council approve a Development Agreement (the "Agreement") between the City of Vernon and National Ready Mixed Concrete Company ("NRMCC"), as the corporate presence of NRMCC and the planned development project at the Premises will benefit the local economy through the creation of new employment opportunities and the generation of additional sales tax revenues; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and to the extent NRMCC seeks to engage in actual physical construction or development on the Premises, such would be subject to separate and independent CEQA review and analysis. SECTION 3: The City Council of the City of Vernon hereby approves the Development Agreement with NRMCC, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Agreement to NRMCC. - 2 - SECTION 7: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 215t day of February, 2017. ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Bri yun, Deputy City Attorney Name: Title: Mayor / Mayor Pro-Tem - 3 - STATE OF CALIFORNIA COUNTY OF LOS ANGELES I, ss City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, February 21, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2017, at Vernon, California. (SEAL) City Clerk / Deputy City Clerk - 4 - EXHIBIT A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON AND NATIONAL READY MIXED CONCRETE COMPANY This Development Agreement ("Agreement") is dated as of , 2017 (the "Effective Date") and is made by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and National Ready Mixed Concrete Company, a California corporation ("Company"). The City and Company are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS A. The Company has identified a site at 2626 East 26th Street in the City of Vernon (the "Property") where the Company will hold a ground lease on the site for up to 35 years. The Company plans to construct one or more buildings for a total of 35,720 square feet of space. The Company plans to spend approximately $26 million on development of the Property and create at least fifty 50 new full-time jobs once the Property has been developed (together, the "Project"). B. The Project will be a Point of Sale to customers who transact business with the Company where such purchases or products are intended for delivery within the State of California. The Company estimates that the City could receive on average $237,016 per year over a thirty-five (35) year period in sales tax that it would otherwise not receive based on the Company's annual projected taxable material sales. C. The City's share of sales tax is currently 1 % of the taxable sales occurring in the City D. The Vernon City Council, by resolution passed on (Resolution No. ), has found that it is of substantial benefit to the City and its residents for (i) the Company to locate the Project in the City, because it would, among other things, provide new employment opportunities in the local economy, and (ii) the Company to designate the Project as a Point of Sale for the Company which will generate significant additional sales tax revenue. The receipt of additional sales tax not otherwise collectible by the City and creation of jobs constitute valid public purposes for the City's entry into and execution of this Agreement. NOW, THEREFORE, the parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Section 2. Term and Renewal. (a) Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect from the Effective Date until [INSERT DATE], 2052 — i.e., 35 years from the Effective Date (the "Term"). (b) At least thirty (30) days prior to the end of the Term, the Parties shall come to agreement on whether this Agreement is to be renewed for an additional term of years to be determined or is to expire by its own terms. If the former, the Parties shall execute a written - 1 - amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the Term shall automatically be extended to the day prior to the effective date of the Amendment. (c) If this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 7 of this Agreement, then within thirty (30) days after the termination of this Agreement, the Developer and the City shall execute a written cancellation of this Agreement which may be recorded with the County Recorder. Section 3. Company Covenants and Representations. (a) The Company represents to the City that it is authorized to conduct business in California; has the authority to enter into the Agreement and perform the requirements of this Agreement; and, to the Company's best knowledge, its performance under this Agreement shall not violate any applicable judgment, order, law or regulation. (b) In order to receive the incentives, Company shall invest approximately $26 million in a concrete batch plant and aggregate storage depot plant in the City, and create and maintain at least fifty (50) new jobs. (c) The Company shall use its good faith and commercially reasonable efforts to designate the Project as a Point of Sale in accordance with the Bradley Burns Uniform Local Sales and Use Tax, California Revenue & Taxation Code section 7200 et seq. The Company shall be solely responsible for ensuring that all taxable sales transactions for business activities related to the Project are consummated at the Property or in any event within the City's boundaries, consistent with all applicable statutory and California State Board of Equalization regulatory requirements. (d) The Company shall within fifteen (15) days after designation of Point of Sale provide written notice of such to the City. (e) The Company shall provide the City access to California state sales and use tax returns (but solely for the limited purpose of determining compliance with the terms of this Agreement). Upon written request of the City, Company shall within thirty (30) days also provide to the City copies of the Company's and its affiliates' California state sales and use tax returns evidencing sales and the payments of sales and use taxes that are the subject of this Agreement. (f) The Company shall promptly notify the City of any developments that materially and adversely impact this Agreement and the Company's obligations stated herein including, but not limited to, compliance with all applicable laws, rules, and regulations pertaining to government permits related to, for example, emissions, air quality, odors, etc., initiation of any lawsuits or bankruptcy proceedings, sale or conveyance of real property, labor disputes, and changes in business. Section 4. City Incentives. As a direct inducement to retain the corporate presence of the Company and the Project in the City and to encourage the growth of the Company's presence in the City, the City will provide the following incentives: -2- The City shall make payments to Company of an incentive measured by the amount of Sales Tax Revenues received by the City as a direct result of the Company's Point of Sale for the period when this Agreement is in effect (each, an "Incentive Payment" and together, the "Incentive Payments"). The amounts of each Incentive Payment shall be payable as outlined in Exhibit A. (a) The City has determined that the Company has met the qualification criteria set forth in its Economic Development (ED) Rate Schedule and, subject to compliance with the terms and conditions of the Agreement For Economic Development Incentive On Electric Service, is eligible for a reduced electric utility rate from the City of Vernon's Gas & Electric Department equal to a five-year reduction of up to twenty percent (20%) of the Company's otherwise applicable tariff (OAT), excluding taxes, beginning on the Commencement of Operations. The Company will also be eligible for a five-year extension of the program pursuant to the terms and conditions set forth herein to the ED Rate Schedule, subject to the Vernon City Council's approval for an additional 5-year extension to the ED Rate Schedule. (b) The City agrees to provide expedited building permit and plan check review for the Project at no additional charge. (c) Upon a written request by the Company, the City agrees to provide the Company with a written letter of support to participate and secure approval for New Markets Tax Credit program in relation to the redevelopment of the Property for the Project upon execution of this Development Agreement. Section 5. Audit and Inspection Rights. (a) The Company shall provide the City access to the Property as the City deems reasonably necessary to determine whether the Project conforms to the requirements of this Agreement. The Company shall make available to the City all reasonable facilities and assistance to facilitate the performance of inspections by the City's representatives. All records relevant to the Company's obligations under this Agreement shall be and remain available at the Company's place of business at all reasonable times during the Term of this Agreement and for two (2) years after the termination of this Agreement. The City shall be allowed to audit, examine, and make excerpts or transcripts of all data relevant to confirm the Company's compliance with this Agreement. (b) The City shall be allowed to conduct a written compliance check on the number of employees employed by the Company, at its sole discretion. The Company shall fully cooperate with the City by providing access to appropriate payroll documentation to verify the total number of employees and whether such employees are part-time or full-time. Section 6. Indemnification and Hold Harmless. (a) The Company assumes any and all risk of personal injury and property damage to the extent attributable to the intentional and negligent acts or omissions of the Company and its officers, employees, representatives and agents thereof while acting within the scope of their employment with the Company and performing the Company's requirements and obligations under the terms and conditions set forth in this Agreement. (b) The Company shall indemnify, defend and hold the City, its officers, employees, -3- representatives (whether elected or appointed) and agents harmless from and against any and all third party claims or causes of action and liabilities, expenses, losses, costs of personal injury (including death), damages, fines, and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising out of or resulting from the Company's performance of the requirements and obligations under the terms and conditions of this Agreement. (c) The obligations arising under this paragraph shall survive the expiration or termination of this Agreement, as to claims or causes of action, liabilities, expenses, losses, costs, reasonable attorneys' fees, damages, fines and penalties of every kind and character or incurred or suffered by the City as a result thereof, based upon events arising prior to the date of termination of this Agreement. Section 7. Default and Termination. (a) Event of Default. For purposes of this Agreement, "event of default" shall mean any of the following: (i) Any representation made by the Company herein or in any statement, application or certificate furnished to the City in connection with the performance of this Agreement proves to be untrue in a material respect as of the date of issuance of making thereof and is not corrected or brought into compliance within thirty (30) days after written notice thereof to the Company by the City. (ii) The Company materially breaches any covenant contained in this Agreement and such breach shall not be corrected or cured within thirty (30) days after written notice thereof to the Company by the City; provided, however, that the City may declare a lesser cure period in the event that it finds, in its sole and absolute discretion, that such lesser period is necessary to protect the public health, safety, or welfare. (iii) The Company ceases business operations at the Property or moves out of the City at any time during the Term of this Agreement. For the avoidance of doubt, a "move -out" of the City by the Company shall not include the routine movement of personnel between and among its various plants or the servicing of a particular project by multiple plants; provided, however, that (a) the number of personnel at the Project does not fall below fifty (50); and (b) the annual sales tax revenue that accrues to the benefit of the City does not fall below $50,000 in any given year. The Company shall provide thirty (30) days written notice to the City of any such cessation or move -out, and the effective termination date of this Agreement will be the date of cessation or move -out, unless agreed to otherwise in writing by the Parties. If the Company fails to provide notice, the effective termination date of the Agreement will be retroactive to the date of cessation or move -out. (iv) The Company assigns or attempts to assign this Agreement in violation of Section 9 of this Agreement. (b) Remedies. Upon the occurrence of an Event of Default, The City shall provide written notice to the Company. The Company shall immediately proceed to cure or remedy such default, and in any event such default shall be cured within thirty (30) days after receipt of the notice, or such longer time as the City and the Company may agree in writing. Upon the failure of the Company to so cure any such default, the City shall have all remedies available to -4- it, in law or in equity including, but not limited to, the right to: terminate this Agreement, effective and retroactive to the date of Event of Default; terminate pending economic incentives; withhold future economic incentives; or terminate any other obligation required hereunder. If the City initiates litigation to remedy default under this Agreement, the prevailing party shall be entitled to all costs of litigation and reasonable attorneys' fees. Section 8. General Provisions (a) Complete Agreement. This Agreement constitutes the complete agreement of the parties regarding the Incentives and shall supersede and nullify all prior drafts and agreements, oral or written, concerning the same. (b) Compliance with Bradley -Burns Uniform Local Sales and Use Tax Law. The Company shall carry out the operation of its Point of Sale transactions through the Project in conformity with the Sales Tax Law. (c) Relationship. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the City and the Company. No party can create any obligation or responsibility on behalf of the other or bind the other in any manner. Each party is acting for its own account, and it has made its own independent decision to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each party acknowledges that neither of the parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Company further represents and acknowledges that it has paid no one a fee, commission, gift or other consideration as an inducement to enter into this Agreement. (d) Personal Liability. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), employee, representative or agent of the City in an individual capacity and neither shall any such individuals be subject to personal liability by reason of any covenant or obligation of the City hereunder. (e) Amendments. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and is approved by both the authorized representatives of the Company and the City. (f) Notices. Any notices or other communications required or permitted to be given under this Agreement shall be in writing, and shall be deemed delivered to and received by the addressee thereof when delivered in person at the address set forth below, when delivered by reputable overnight courier at the address set forth below, or three (3) business days after deposit thereof in any main or branch United States Post Office, certified or registered mail, return receipt requested, postage prepaid, properly addressed to the parties, respectively, as follows: For notices and communications to the City: City of Vernon Attention: City Administrator 4305 Santa Fe Avenue Vernon. California 90058 -5- With copies to City of Vernon Attention: City Attorney 4305 Santa Fe Avenue Vernon, California 90058 For notices and communications to the Company: NATIONAL READY MIXED CONCRETE CO., INC. 15821 VENTURA BLVD, SUITE 475, ENCINO, CA 91436 Attention: Pragati Kapoor (g) Governing Law Choice of Venue and Attorneys' Fees. This Agreement and the rights of the parties hereunder shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of California, regardless of any conflict of law principles. Should either party initiate litigation against the other party, both parties agree that such litigation may only be commenced in a state or federal court of competent jurisdiction in the County of Los Angeles, State of California. In the event of any action between the City and the Company seeking enforcement of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. (h) Interpretation. This Agreement has been negotiated by all parties and shall not be interpreted or construed against the party drafting the Agreement. (i) Change in Laws. Unless otherwise explicitly provided in this Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include such laws, ordinances, rules, or regulations of any kind as they may be amended or modified from time to time hereafter. (j) Headings. The headings of the sections, paragraphs, and other parts of this Agreement are for convenience and reference only and in no way define, extend, limit, or describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof. (k) Time of Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. (1) Severability. It is the express intent of the parties hereto that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held void, invalid, or unenforceable by a court of competent jurisdiction, such action shall not affect the remainder of this Agreement, which shall continue in full force and effect. (m) No Third Party Beneficiaries. Nothing in this Agreement shall create, or be construed to create any third party beneficiary rights in any person or entity not a signatory to this Agreement. (n) Counterparts and Originals. This Agreement may be executed in any number of multiple identical counterparts and all of said counterparts shall, individually and taken together, constitute the Agreement. There shall be two (2) original Agreements — one held by each party. (o) Assignment. The Company may not assign this Agreement, in whole or in part, without the City's prior written consent, which consent may be withheld in the City's sole discretion. The parties acknowledge that this Agreement is an obligation which runs to the Company and is not a covenant running with the land. Notwithstanding the foregoing, in the event that the Company sells all of its assets, or the principals of the Company sell all or substantially all of their stock and, following the sale, the operations of the Business remain substantially the same and in conformance with all obligations of this Agreement, this Agreement will remain in full force and effect and the City will grant its approval of the assignment of the Agreement. The assignee shall be bound by all of the terms and conditions of the Agreement. In the event of the foregoing, the Company shall provide notice of such assignment to the City within three (3) days of the closing of any such sale. (p) Loss of Authority. In the event that the City's authority to enter into this Agreement or to grant the Incentives pursuant to this Agreement are repealed, become unexercisable, null and void or otherwise become invalid, then the Agreement shall be terminated, City's obligations hereunder shall cease and no further obligations shall be required of the City. (q) Living Wage. The Company, and any contractor or subcontractor(s) hired and used by the Company, shall comply with the City's Living Wage Ordinance at Vernon Municipal Code Article XVIII. The current Living Wage Standards are set forth in Exhibit B attached hereto and incorporated by reference. Upon the City's reasonable request, certified payroll records shall be promptly provided to the City. (r) The Company hereby certifies and represents that, during the Term of this Agreement, it and any other parties with whom it may subcontract, shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. The Company further agree to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit C attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. [Signatures Begin on Next Page]. -7- CITY OF VERNON, a California charter City and California municipal corporation Carlos R. Fandino, Jr., City Administrator ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Deputy City Attorney NATIONAL READY MIXED CONCRETE COMPANY, a California corporation By: _ Name: Title: By: _ Name: Title: EXHIBIT "A" SALES AND USE TAX REVENUE INCENTIVE The City agrees to pay an incentive described as follows: (a) The City will provide an incentive payment to the Company equal to eighty (80%) percent of the City's portion of Sales Tax Revenue for years one through five (years 1-5). (b) The City will provide an incentive payment to the Company equal to fifty (50%) percent of the City's portion of Sales Tax Revenue for years six through twelve (years 6-12). (c) The City will provide an incentive payment to the Company equal to forty-five (45%) percent of the City's portion of Sales Tax Revenue in year thirteen (Year 13). (d) The City will provide an incentive payment to the Company equal to forty (40%) percent of the City's portion of Sales Tax Revenue in year fourteen through thirty five (years 14-35). (e) The incentive payments should be paid quarterly. The incentive payments shall be due thirty (30) days after the quarterly "true up" payment by the State for the preceding quarter (f) The incentive payments shall be payable from any source of funds legally available to the City. The determination of the source of funds for the City's payments shall be in the sole and absolute discretion of the City. The Company acknowledges that the City is not making a pledge of Sales Tax Revenues, or any other particular source of funds. Sales Tax Revenues are used merely as a measure of the amount of incentive payment due hereunder and as means of computing the City's payment obligation. (g) The City shall not be obligated to make any incentive payments if Sales Tax Revenues are not actually received by the City from the State of California. EXHIBIT "B" LIVING WAGE PROVISIONS — VMC § 2.131 et seq. Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the Living Wage Ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. -10- EXHIBIT "C" EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. The Company certifies and represents that, during the performance of this Agreement. The Company, its affiliates, and each contractor or subcontractor hired thereby and serving as an agent of the Company or any of its affiliates shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. The Company further certifies that they will not maintain any segregated facilities. B. The Company agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of the Company, state that they are "Equal Opportunity Employers" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. The Company agrees that it shall, if requested to do so by the City, certify that it does not have, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. The Company agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of their records pertaining or relating to their employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. - 11 - This space is for the County Clerk's Filing Stamp zs#rrxt (�z-nixp publircations, 311r_ 161 S. AVENUE 24, LOS ANGELES, CA 90031 323 221-1092 • FX: 323 221-1090 • www.egpnews.com PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, COUNTY OF LOS ANGELES I am a citizen of the United States and a resident of the County aforementioned; I am over the age of eighteen years, and not a party to or interested in the above -entitled matter. I am the principal --clerk of the printer of EASTERN GROUP PUBLICATIONS' EASTSIDE SUN, NORTHEAST SUN BELL GARDENS SUN, VERNON SUN, COMMERCE COMET AND MONTEBELLO COMET, newspapers of general circulation, printed and published THURSDAYS in the County of Los Angeles, and which newspaper of general circulation by the Superior Court of the County of Los Angeles, State of California, under the date of JUNE 21, 1966, CASE NUMBER 884861, that the notice, of which the annexed is printed copy (set in type not smaller the nonpareil), has been published in each regular and entire issue of sail newspaper and not in any supplement thereof on the following dates, to -wit: FEBRUARY 23, all in the year 2017. I certify (or declare) under penalty of perjury that the foregoing is true and correct. Dated at LOS ANGELES, California, this 23RD day of FEBRUARY, 2017. CITY OF VERNON Proof of Publication of Notice of Public Hearing Tuesday, March 7, 2017 Development Agreement Ordinance NOTICE OF PUBLIC HEARING The City Council of the City of Vernon will conduct a public hearing, which you may attend. PLACE: Vernon City Hall, City Council Chambers 4305 Santa Fe Avenue, Vernon, CA 90058 DATE & Tuesday, March 7, 2017 at 9:00 a.m. TIME: (or as soon thereafter as the matter can be heard) SUBJECT: 1) A first reading, to adopt at a subsequent meeting, an Uncodified Ordinance approving a Development Agreement between the City of Vernon and National Ready Mixed Concrete Company for the development of a Point of Sale facility at 2626 East 261h Street In the City of Vernon, California; and 2) Adopt a resolution to repeal Resolution 2017-05 pertaining to said Agreement. REQUEST: All parties are invited to be present and to submit statements orally or in writing before or during the applicable public hearing REVIEW OF THE FILE: Subject documents are available for inspection by the public at Vernon City Hall, City Clerk Department, 4305 Santa Fe Avenue, Vernon, California 90058, Monday through Thursday, 7:00 a.m. to 5:30 p.m. and on the City's website at: http://www.cityofvernon.org/government/public- meetings/city-council PROPOSED CEQA FINDING: Staff plans to recommend that the Vernon City Council determine that the proposals will not have a significant effect on the environment and are exempt from the California Environmental Quality Act (CEQA) If you desire to challenge the actions taken by the City Council or any portion thereof in court, you may be limited to raising only those issues you or someone else raised at the applicable hearing described in this notice or in written correspondence delivered to the City of Vernon during, or prior to, the hearing. Americans with Disabilities Act (ADA): In compliance with ADA, if you need special assistance to participate in the meeting, please contact the Office of the City Clerk at (323) 583-8811. The hearing may be continued or adjourned or cancelled and rescheduled to a stated time and place without further official notice of the public hearing. Dated: 2/22/17 Maria E. Ayala, City Clerk Signature