HomeMy Public PortalAbout17-119 - Approving a Reimbursement Agreement between the City of Carson and the Carson Reclamation AuthorityCITY OF CARSON
RESOLUTION NO. 17-119
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON
ACCEPTING REIMBURSEMENT FROM THE CARSON RECLAMATION
AUTHORITY FOR ADMINISTRATIVE, OVERHEAD AND ALL OTHER
EXPENDITURES ADVANCED BY THE CITY FOR THE ACCOUNT OF
THE CARSON RECLAMATION AUTHORITY, AND APPROVING THE
ACCOMPANYING REIMBURSEMENT AGREEMENT
WHEREAS, the Carson Reclamation Authority does not have and has not had
adequate personnel, office equipment or other facilities or equipment necessary to
enable it to conduct the essential operations and carry out the reclamation and
remediation purposes of the Carson Reclamation Authority. By reason thereof, it has
been necessary for the Authority to utilize City personnel, equipment, office space, and
other facilities and services necessary for the Reclamation Authority to function
efficiently and to carry out its constitutional and statutory purposes; and
WHEREAS, by reason of the matters set forth hereof, it has been necessary for
the Authority to utilize the services of the City Treasurer who serves as the Authority
Treasurer, and her staff, the City Clerk who serves as the Secretary of the Authority
and the City Clerk's staff, the Director of the Community Development Department who
serves as Executive Director of the Authority, and in general the staff and facilities of
the City to the extent that such services and facilities are not included in the foregoing
and are provided to and used by the Reclamation Authority to discharge its purposes
and objectives; and
WHEREAS, in consideration for the City's advance, assistance and
administrative support to the Authority, the Authority shall pay and reimburse the City;
and
WHEREAS, both the City and the Authority desire to enter into an agreement
which will serve as the mechanism wherein the City could obtain reimbursement for
costs incurred or to be incurred and funds advanced or to be advanced, to and for the
benefit of the Authority.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON DOES
HEREBY RESOLVE, FIND, DETERMINE, AND ORDER AS FOLLOWS:
Section 1. That the City Council accept the reimbursement from the Authority
to the City of Carson and its related entities for administrative, overhead and all other
expenditures advanced by the City for the account of the Carson Reclamation Authority.
Section 2. That the City Council approve the Reimbursement Agreement
attached to this Resolution as Exhibit A.
Section 3. That the City Clerk certify to the passage and adoption of this
Resolution and enter it into the book of original resolutions.
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Resolution No. 17-119
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PASSED, APPROVED, and ADOPTED at a regular meeting held on the 19th day of
September 2017.
ALERT ROBLES
ayor, City of Carson
ATT
DONESIA L. GAUSE, C.M.0
City Clerk
APPROVED AS TO FORM:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Donesia L. Gause, City Clerk of the City of Carson, California, hereby attest to and certify
that the foregoing resolution, being Resolution No. 17-119, adopted by the Carson City
Council at its meeting held on the 19th day of September, 2017, by the following vote:
AYES: COUNCIL MEMBERS: Robles, Davis -Holmes, Santarina, Hicks, Hilton
NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
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DONESIA L. GAUSE, C.M .
City Clerk
EXHIBIT A
REIMBURSEMENT AGREEMENT BETWEEN
THE CITY OF CARSON AND THE CARSON RECLAMATION AUTHORITY
THIS REIMBURSEMENT AGREEMENT ("Agreement") is executed this of
2017, by and between the CITY OF CARSON, a California municipal
corporation ("City"), and CARSON RECLAMATION AUTHORITY, a California joint
powers authority ("Authority") (collectively, the "Parties").
RECITALS:
WHEREAS, the City Council of the City of Carson had determined that there are
a number of former landfills and other contaminated sites within the City that are in need
of remediation (the "Sites"); and
WHEREAS, the City Council determined that a substantial need existed to
establish an entity to undertake such remediation efforts and to operate the ongoing
remediation systems in a manner that protects the City and its affiliated agencies from
the risks and expenses associated with such remediation work; and
WHEREAS, on February 17, 2015, the Community Facilities District 2012-1,
Community Facilities District 2012-2 and the Carson Housing Authority adopted
Resolution Nos. CFD 2012-1-15-1, CFD 2012-2-15-1 and 15 -04 -HA, respectively, which
approved a Joint Powers Agreement to form the Authority for the purpose of overseeing
and facilitating remediation and maintenance of the Sites, and the potential
development of the same ("JPA Agreement"); and
WHEREAS, under the JPA Agreement, the Authority may purchase, hold, sell
and improve real property; appoint officers and employees; enter into contracts;
purchase insurance; sue and be sued; and construct, operate, and maintain remediation
systems to alleviate soil contamination at the Property; and
WHEREAS, the Authority purchased that certain 157 acre former landfill parcel
located at 20300 Main Street (the "Property") for the purpose of remediating and
potentially developing the Property into retail or mixed use type development; and
WHEREAS, the Authority does not have adequate personnel, office equipment,
or other facilities necessary to conduct its essential operations and to carry out its
remediation and project development programs and has requested that City provide
such assistance; and
WHEREAS, the City is best positioned to provide assistance to the Authority in
the form of personnel and City services, equipment and office space in order for the
Authority to function efficiently and to fulfill the purposes for which it was formed; and
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Exhibit A to City Resolution No. 17-119 and Resolution No. 17-10-CRJPA
010007 0001.406959.4 mgm
WHEREAS, the City began providing such services on or about July 1, 2017, in
order to allow the Authority to meet existing and ongoing obligations and other
contractual commitments; and
WHEREAS, the Parties desire to memorialize this cooperative arrangement by
entering into a written agreement pursuant to which the City shall provide certain
administrative services to the Authority and the Authority shall reimburse the City for
such services in accordance with the terms and conditions herein.
NOW, THEREFORE, for the purposes set forth herein, and for good and
valuable consideration, the adequacy of which is hereby acknowledged, the Parties
hereby agree as follows:
TERMS:
Section A. General Provisions: Purpose
1. The Recitals set forth above are true and correct and are hereby incorporated by
reference as though fully set forth herein.
2. The purpose of this Agreement is to establish a mechanism pursuant to which
the Authority shall reimburse the City for costs incurred and funds advanced by
the City to or for the benefit of the Authority.
3. City's authority:
a. City has sole discretion to select and assign specific City employee or
employees and contractors to work on Authority projects.
b. City has sole discretion to direct the work and evaluate the
performance of the employees and contractors assigned to work on
Authority projects, and retains the right to terminate or replace at any
time any such person.
c. City has sole discretion to determine the amount of compensation
paid to employees or contractors assigned to work on Authority
projects.
d. City, not Authority, shall pay employees and contractors assigned to
work on the Authority projects from a City account
4. The City will exercise good faith efforts to cause consultants and other
professional services providers retained by City to act in a diligent and
expeditious manner in performing work for the Authority. To the extent that
consultants and professionals must work overtime at the premium rates to
expedite the process, the Authority shall pay for such expedited rates. Similarly, if
the Authority requests expedited performance from City, the Authority shall
reimburse the City for any additional expenditures associated with such expedited
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Exhibit A to City Resolution No 17.119 and Resolution No 17-10-CRJPA
010007 0001 406959 4 mgm
services, including without limitation, costs of expedited services performed by
third party consultants retained by the City for that purpose.
Section B. Reimbursable City Costs
The City may request reimbursement for, and the Authority shall reimburse the
City, for the following costs (collectively, "City Costs"):
Any and all administrative costs incurred by the City in furtherance of the
establishment, management and operation of the Authority, and any staff
time and overhead costs associated with services provided to the Authority,
including without limitation, planning and architectural review, accounting
and financial management, processing of entitlements, and engineering
services.
2. In addition to the costs outlined in subsection 1 above, the Authority
shall reimburse the City for costs it has incurred in connection with third -
party service providers retained or deployed at Authority's request, including
but not limited to, the following:
(a) preparing, reviewing, negotiating, and approving any legal
documents in connection with the Property, including without
limitation, specific plan amendments, professional services
agreements, development agreements, disposition and development
agreements, and land use approvals;
(b) providing legal services related to the Property, including without
limitation, litigation and defense services related to any claim filed
against the Authority;
(c) retaining consultants in connection with the Property, including
without limitation, financial advisors, environmental consultants,
engineers, and planning specialists;
3. providing studies, reports, design services and other professional services
and documents; and
4. any and all other expenses incurred by the City in connection with the Sites or
the Property.
Section C. Invoicing and Payments: Accounting
Invoices
Each month, City shall furnish to Authority an original invoice for all City Costs
incurred during the preceding month. The invoice shall detail City Costs by the following
categories: labor (by sub -category), travel, materials, equipment, supplies, and
subcontractor contracts. Except as to any charges disputed by the Authority, the
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Exhibit A to City Resolution No 17-119 and Resolution No 17-10-CRJPA
010007 0001 406959.4 mgm
Authority shall use its best efforts to cause City to be paid within 15 days of receipt of
City invoice. In the event any charges or expenses are disputed by the Authority, the
original invoice shall be returned to City for correction and resubmission. Review and
payment by Authority of any invoice provided by the City shall not constitute a waiver of
any rights or remedies provided herein or any applicable law.
2. Accounting; Authority's Right to Review City Records
City shall keep an accounting of the City Costs and all payments made by the
Authority to the City. Upon written request, the City shall make available for Authority's
review City records evidencing invoiced City Costs. All privileged or confidential
information shall be redacted or otherwise deleted from invoices for legal services
provided to the Authority.
Section D. Effective Date and Term
This Agreement shall be effective as of July 1, 2017 ("Effective Date"), and shall
continue in full force and effect until the Authority has fully satisfied all outstanding
reimbursement obligations pursuant to this Agreement, unless earlier terminated by
one party providing the non -terminating party a 30 -day written notice ("Early
Termination"). An Early Termination does not operate as a waiver of the Authority's
obligation to reimburse the City for any City Costs incurred and not yet invoiced as of
the time the notice was provided.
Section E. Indemnification
Authority agrees to indemnify, protect, defend, and hold harmless the City and its
officials, officers, employees, agents, elected boards, commissions, departments,
agencies, and instrumentalities thereof (collectively, "City"), from any and all actions,
suits, claims, demands, writs of mandamus, liabilities, losses, damages, penalties,
obligations, expenses, and any other actions or proceedings (whether legal, equitable,
declaratory, administrative, or adjudicatory in nature), and alternative dispute resolution
procedures (including, but not limited to, arbitrations, mediations, and other such
procedures) asserted by third parties against the City that challenge, or seek to void, set
aside, or otherwise modify or annul, the action of, or any approval by, the City for or
concerning this Agreement (including, but not limited to, reasonable attorneys' fees and
costs) (herein the "Claims and Liabilities") whether such Claims and Liabilities arise
under federal, state, or local statute, law, ordinance, rule, regulation, or any decision of
a competent jurisdiction. In the event any action for any Claims and Liabilities is brought
against the City, upon City's notification to Authority of the pendency of a claim or suit,
Authority shall make a minimum deposit sufficient to pay all of Authority's
indemnification obligations for the following 90 days, which includes legal costs and
fees anticipated to be incurred as reasonably determined by the City. Authority shall
make deposits required under this section within 5 days of the City's written request.
At no point during the pendency of such claim or suit, shall the minimum balance
of the deposit fall below twenty five thousand dollars ($25,000). The obligations of
Authority under this Section shall not apply to any claims, actions, or proceedings
arising from the sole negligence or willful misconduct of the City. The obligations for
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Exhibit A to City Resolution No 17-119 and Resolution No 17-10-CRJPA
010007 0001.406959 4 mgm
indemnity under this Section E shall begin upon the Effective Date and shall survive
termination or expiration of this Agreement.
Section F. Governing Law and Consent to Venue
This Agreement shall be governed exclusively by the provisions hereof and shall
be construed and interpreted in accordance with the laws of the State of California. Any
legal action or proceeding brought to interpret or enforce this Agreement, or which in
any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall
be filed and prosecuted in the appropriate California State Court in the County of Los
Angeles, California. All references to Authority include all personnel, employees, and
agents of Authority, except as otherwise specified in this Agreement. All references to
City include its elected officials, appointed boards and commissions, officers,
employees, agents, and volunteers.
Section G. Notices
All notices, demands, invoices, and communications shall be in writing and
delivered to the following addresses or such other addresses as the Parties may
designate by written notice:
To Authority: Carson Reclamation Authority
701 E. Carson St.
Carson, CA 90745
email: iravmond@carson.ca.us
Telephone: 310-952-1773
Attn.: John Raymond, Executive Director
copy to : Aleshire & Wynder, LLP
18881 Von Karman Ave., Suite 1700
Irvine, CA 92612
Fax: 949-223-1180
email: ssoltani@awattorneys.com
Attn.: Sunny Soltani, Authority Counsel
To City: City of Carson
701 E. Carson St.
Carson, CA 90745
email: kfarfsing@carson.ca.us
Telephone: 310-952-1729
Attn.: Ken Farfsing, City Manager
copy to : Aleshire & Wynder, LLP
18881 Von Karman Ave., Suite 1700
Irvine, CA 92612
Fax: 949-223-1180
email: ssoltani@awattorneys.com
Attn.: Sunny Soltani, City Attorney
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Exhibit A to City Resolution No 17-119 and Resolution No 17-10-CRJPA
010007 0001 406959 4 mgm
Section H. Section Headings
All section headings are for convenience of reference only and are not intended
to define or limit the scope or intent of any provision of this Agreement.
Section I. Amendments. Changes and Modifications
No supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing and signed by both Parties.
Section J. Severability
If any part of this Agreement is held to be illegal or unenforceable by a court of
competent jurisdiction, the remainder of this Agreement shall be given full force and
effect.
Section K. Time is of the Essence
Time is of the essence with respect to this Agreement.
Section L. Counterparts
This Agreement may be signed in counterparts, each of which shall constitute an
original and which collectively shall constitute one instrument.
Section M. Entire Agreement
This Agreement contains the entire agreement between City and Authority and
supersedes any prior oral or written statements or agreements between City and
Authority with respect to the subject matter of this Agreement.
IN WITNESS THEREOF, the Parties hereto have executed this Agreement as of
the day and year written alongside the respective signature lines below.
[SIGNATURES ON FOLLOWING PAGE]
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Exhibit A to City Resolution No 17-119 and Resolution No. 17-10-CRJPA
010007 0001.406959 4 mgm
"AUTHORITY"
CARSON RECLAMATION AUTHORITY
CHAIRPERSON ALBERT ROBLES
Executed on:
ATTEST:
Donesia L. Gause, CMC
Authority Secretary
APPROVED AS TO FORM:
Sunny Soltani
Authority Counsel
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Exhibit A to City Resolution No. 17-119 and Resolution No. 17.10-CRJPA
010007 0001.406959 4 mgm
"CITY"
CITY OF CARSON
MAYOR ALBERT ROBLES
Executed on:
ATTEST:
Donesia L. Gause, CMC
City Clerk
Sunny Soltani
City Attorney