HomeMy WebLinkAboutAGENDA REPORT 1985 1021 CC REG ITEM 10D JOD
AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of
Oeteber�-1985i-by--eiid-bet-ween--KAVLIC-O--CORP4RATlaN, a--Ca-lif-arnia-Corporation-,-
hereinafter referred to as "DEVELOPER", and the CITY OF MOORPARK, a
Municipal Corporation, and the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
CITY OF MOORPARK, hereinafter collectively referred to as "CITY",
- WITNESSETH -
WHEREAS, Developer is interested in financing a new production
facility, hereinafter referred to as "PROJECT", through the issuance of
industrial development bonds, hereinafter referred to as "BONDS", subject
to the conditions set forth herein, and has filed an application for Bonds
financing; and
WHEREAS, City is willing to assist Developer in securing Bonds
financing for the Project, subject to the conditions set forth herein;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Developer does hereby approve and request that the City
contract for providing services and functions related to the issuance and
administration of Bonds.
2. Developer agrees to pay all costs involved in the issuance of
the Bonds, including, by way of example, and not limitation, fees and dis-
bursements of bond counsel, underwriters or financial advm rs, City Attorney,
including any out of pocket expenses, and any other exp li engaged by the
City, or by the Developer, bond printing and other printink print' costs,
publication costs, filing fees, and costs incurred in order to obtain a rating for
the Bonds. In the event that the Bonds are not issued for any reason,
or if any of said costs are not included for payment from the proceeds of sale
of the Bonds, the Developer agees to pay all of such costs and assume the City's
obligations, if any, for payment of such costs.
In consideration of City proceeding with the issuance of Bonds, the
Developer agrees to deposit with the City the sum of $15,000.00 on or before
October 25, 1985, to be separately accounted for by the Ciy for payment of
the financial consultant, City Attorney, and other costs deemed necessary by
the City, or for which City is contractually obligated, related to the issuance
of Bonds. Developer agrees that City will not be responsible for paying interest
on any portion of the above sum and Developer further agrees to deposit with City
any additional funds that may be necessary to complete proceedings for issuance
of Bonds, regardless of whether or not Bonds are successfully sold.
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3. Developer agrees to pay the cost of preparation of any studies,
reports or other documents necessary to be prepared by or for the City to
comply with the California Industrial Development Financing Act.
4. The Developer agrees to pay any and all costs incurred by the
City, including without limitation, legal expenses and the amount of any judgment
or settlement which follows proceedings in which the Developer is given an
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opportunity to participate, in connection with any legal action challenging the
issuance or validity of the Bonds or use of the proceeds thereof.
5. Developer agrees to deposit with the City an application fee in
the sum of $23,750.00, to fund administration expenses of the City related to the
issuance and administration of the Bonds. It is acknowledged that the Developer
has deposited the sum of $20,000.00. The Developer further agrees to deposit
an additional sum of $3,750.00 with the City on or before October 25, 1985. In
the event Bonds are not issued for any reason, the City shall refund $13,750.00
to the Developer upon written request to do so.
6. City agrees to proceed, and to direct bond counsel to proceed,
with the planning and preparation of the necessary proceedings for the offering
of the Bonds for sale to finance the Project. The Developer understands that
this Agreement does not exempt it from any requirements of the City or any
department or agency thereof, or other governmental body that would apply in
the absence of the proposed Bond financing, and that compliance with such
requirements is an express precondition to the issuance of the Bonds by the
City.
7. Developer further understands and agrees that the issuance of
any Bonds by the City is contingent upon the City being satisfied with all of the
terms and conditions of the Bonds and the issuance thereof, and being satisfied
that such issuance is in the best interests of the City.
8. City may terminate this Agreement upon giving a seven (7) day
written notice, and the Developer may terminate this Agreement upon giving a
thirty (30) day written notice. Following termination, no further costs shall be
attributable to the issuance of Bonds and the Developer shall deposit any additional
funds needed to cover City costs.
9. Should either party hereto institute any action or proceeding of
any nature whatsoever in a court of law, equity, or otherwise, to enforce any
provision of this Agreement, or for a declaration of such party's rights or
obligations hereunder, or for any other remedy, the prevailing party shall be
entitled to receive from the losing party its costs, including such amount as the
Court or arbitration panel may adjudge to be reasonable attorney's fees for the
services rendered the party finally prevailing in any such action or proceeding.
Unless judgment goes by default, the attorney fee award shall not be computed
in accordance with any court schedule, but shall be such as to fully reimburse
the prevailing party for all its/their attorney's fees actually incurred in good
faith.
10. This agreement is made, entered into, executed, and is to be
performed in Moorpark, Ventura County, California, and any action filed in any
court or for arbitration for the interpretation, enforcement and/or otherwise of
the terms, covenants and conditions referred to herein shall be filed in the
applicable court in Ventura County, California.
11. The Moorpark City Manager shall be the City's agent with respect
to review, coordination, and approval of the services to be performed pursuant
to this agreement.
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12. Developer agrees to indemnify, save, keep and hold harmless
City and all of its officers and employees from all claims, actions, suits, damages,
costs, or expenses in law or equity, including eosts-of-suit--and reasonable- — -- ----
attorney's fees, that may at any time arise or be set up because of damage to
property or injury, or death to persons received or suffered by reason of, or
arising out of, any act on the part of Developer in regard to any function or
activity carried out by City on behalf of Developer, pursuant to the terms of
this agreement.
13. Any notice to be given hereunder by either party to the other
shall be effected either by personal delivery in writing or by certified mail,
postage prepaid, return receipt requested. Mailed notices shall be addressed to
City in care of City Manger, 799 Moorpark Avenue, Moorpark, California 93021,
and to Developer, Kavlico Corporation, 20869 Plummer Street, P. O. Box 2319,
Chatsworth, California 91311, but each party may change the address by written
notice in accordance with this Paragraph. Notices delivered personally will be
deemed served as of actual receipt; mailed notices will be deemed served as of
the second (2nd) day after mailing.
14. This Agreement sets forth the entire understanding and agreement
of the parties, and may be modified only by an agreement in writing, executed by
the parties hereto.
15. The covenants and agreements herein contained are binding on the
parties hereto, their legal representatives, heirs, successors and assigns.
16. This agreement supersedes any and all agreements,
either oral or written, between the parties hereto with respect to the
rendering of services by Contractor to City, and contains all of the covenants
and agreements between the parties with resepct to the rendering of such
services in any manner whatsoever. Each party to this agreement acknowledges
that no representations, inducements, promises, or agreements, oral or other-
wise, have been made by any party or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement, or
promise not contained in this agreement shall be valid or binding. Any
modification of this agreement will be effective only if it is in writing signed
by the party to be ahcarged.
17. Should interpretation of this agreement, or any portion thereof,
be necessary, it is deemed that this agreement was prepared by each of the
parties hereto jointly and equally, and shall not be interpreted against any
party on the ground that the party prepared the agreement or caused it to be
prepared.
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18. Time is of the essence.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on this 21st day of October, 1985.
KAVLICO CORPORATION,
a California Corporation
(Notarial Certificate
Attached) By
Title
And By
Title
DEVELOPER
CITY OF MOORPARK, CALIFORNIA
ATTEST: a Municipal Corporation
By
Mayor
City Clerk C I T Y
(SEAL)
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