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Home My Public Portal AboutCHEMOIL TEMINALS CORPORATIONMITIGATED NEGATIVE DECLARATION REIMBURSEMENT AGREEMENT (City of Carson/Chemoil Terminals Corporation) THIS MITIGATED NEGATIVE DECLARATION REIMBURSEMENT AGREEMENT is made as of October 13, 2005, by and between the City of Carson, a body corporate and politic ("City"), and Chemoil Terminals Corporation ("Developer"). RECITALS A. Developer has applied to City for a modification to an existing special use permit ("SUP") for the expansion of its Carson Terminal facility located at 2365 East Sepulveda Boulevard, Carson, California. In particular, Developer seeks to install and operate five (5) new 50,000 -barrel storage tanks, two (2) new 20,000 -barrel storage tanks, and related piping, pumps, and control systems ("the Project"). B. The Initial Study prepared by City in connection with the Project indicates that the Project may have significant environmental impacts. Accordingly, City requires that a Mitigated Negative Declaration ("MND") be prepared for the Project for and under the direction of City, but at Developer's expense. C. City and Developer desire to enter into this Agreement for the purpose of establishing the rights and responsibilities of each party with respect to the processing of Developer's SUP modification application for the Project, the preparation of the MND for the Project and the reimbursement of the costs associated therewith. NOW, THEREFORE, in consideration of performance by the parties of the promises, covenants, and conditions herein contained, the parties agree as follows: Application Processing. City shall diligently process Developer's SUP modification application for the Project in compliance with applicable laws, and shall cause to be prepared an MND for the Project in compliance with the California Environmental Quality Act ("CEQA") (California Public Resources Code Section 21000 et seq.) and regulations promulgated pursuant thereto. Developer acknowledges that this Agreement does not constitute a commitment by City to take any particular action either in favor of or against the merits of Developer's SUP modification application. 2. Payment. A. Developer agrees to reimburse City in full for all costs and expenses incurred pursuant to the contract between City and Chambers Group, Inc. ("MND Consultant"), the consultant selected by City to prepare the environmental documents necessary for the Project. B. Upon execution of this Agreement, Developer shall pay City a lump sum deposit in the amount of $54,969.20 ("Initial Deposit"), which deposit represents City's best estimate of Developer's ultimate obligation hereunder. - I of 4 - 728441.1 C. If City subsequently determines that the Initial Deposit is insufficient, which determination shall be based on the actual costs and expenses generated in preparation and review of the IVIND for the Project, then Developer shall pay City a lump sum deposit in the amount estimated by City to be sufficient to cover the excess ("Supplemental Deposit"). Work on the IVIND shall be suspended until the Supplemental Deposit is made to City. D. City shall refund to Developer any amount of Developer's deposits that remain unexpended at the end of the Project. For purposes of this paragraph, "the end of the Project" means the time at which: (i) City's contractual liabilities to the IVIND Consultant have been satisfied; and (ii) either City has rendered a final decision on the Project or Developer has abandoned the Project pursuant to Section 3 below. 3. Abandonment of Project. This Agreement does not constitute a commitment by Developer to proceed with the Project. If Developer should abandon the Project prior to a final decision on its SUP modification application by City, then Developer may give written notice of such abandonment to City and City shall suspend preparation of the IVIND for the Project. 4. Conflicts of Interest. A. During the existence of City's contract with the MND Consultant, and for a period of 1 year after final resolution of Developer's SUP modification application for the Project, neither Developer, nor any of its representatives, agents or other persons acting in concert with Developer, shall enter into any financial relationship with the IVIND Consultant or with any City official or employee. Nor, during such period, shall Developer propose to enter into any future relationship with the IVIND Consultant or with any City official or employee. B. Developer makes the following warranties for the 12 month period preceding the submission of its SUP modification application for the Project. Developer warrants that it has not entered into any arrangement to pay financial consideration to, and has not made any payment to, the IVIND Consultant or any of the IVIND Consultant's agents or employees. Developer further warrants that is has not entered into any arrangement to pay financial consideration to, and has not made any payment to, any City official, agent or employee that would create a legally cognizable conflict of interest as defined in the Political Reform Act (California Government Code Sections 87100 et seq.). C. Subject to the reimbursement requirements set forth above, Developer acknowledges and agrees as follows with respect to its SUP modification application for the Project: 1. City has sole discretion to select which of its employees and contractors are assigned to work on the application. -2 of 4 - 728441.1 2. City has sole discretion to direct the work and evaluate the performance of the employees and contractors assigned to work on the application, and City retains the right to terminate or replace at any time any such person. 3. City has sole discretion to determine the amount of compensation paid to employees or contractors assigned to work on the application. 4. City, not Developer, shall pay employees and contractors assigned to work on the application from a City account. D. The parties acknowledge and agree that processing of Developer's CUP application for the Project is not contingent on the hiring of any specific contractor. E. The parties acknowledge and agree that Developer's duty to reimburse City is not contingent upon City's approval or disapproval of the modification to the SUP for the Project or upon the result of any action of the City. F. Neither Developer nor its officers, employees or agents shall communicate with the IVIND Consultant during the term of this Agreement, unless specifically authorized or requested to do so in writing by City. 5. Notices. Any notices, bills, invoices or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party's regular business hours or by facsimile before or during receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section. City: City of Carson 701 E. Carson Street Carson, CA 90745 Attention: John F. Signo Fax: 310-835-5749 Developer: Chemoil Terminals Corporation 2365 S. Sepulveda Blvd. Carson, CA 90745 Attention: Ted Chrestensen Fax: 562-427-4621 6. Litigation. In the event that either party shall commence any legal action or proceeding to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable - 3 of 4 - 728441.1 attorney's fees. The venue for any litigation shall be Los Angeles County. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the drafting party. This Agreement shall be governed by and interpreted under the laws of the State of California. 7. Entire Agreement. This Agreement represents the entire and integrated agreement between City and Developer. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties, which writing expressly refers to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. "City" ATTEST: By: , C ,ity Clerk Approved as to form: ALESHIRE, WYNDER & SYLVA, LLP A Professional, CQrporation By:—A City Attor y CITY OF CARSON By: ger "Developer" Chemoil TerminaI17 Corp ation By: �VA I Ll� ---litz-a-L ivft-rnager By: --/(1 Its , v' ChGf Engineer 728441.1 -4 of 4 -