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Home My WebLink About1989-03-14; City Council; 9906; Transfer of Operations Agreement for Encina Water Pollution Control FacilityAB* WOt WITG. 3-1H-89 DEPT. ENG. TITLE: TRANSFER OF OPERATIONS AGREEMENT FOR ENCINA WATER POLLUTION CONTROL FACILITY DEPT. \\toM CITY ATTYA^ CITY MGR^ ii j Ff\ $£ OF CARLSBAD — AGENI^ BILL rf^ oII g § o oo RECOMMENDED ACTION: Adopt Resolution No.approving the Encina Water Pollution Control Facility Transfer of Operations Agreement and authorizing the Mayor to execute same. ITEM EXPLANATION: The Encina Administrative Agency (EAA) Board of Directors approved a Transfer of Operations Agreement (Exhibit 2) at their February 22, 1989 meeting and recommends that all member agencies do the same. The agreement releases Leucadia County Water District (LCWD) from liabilities they had assumed from the County of San Diego as Operator/Administrator of the Encina Water Pollution Control Facility (EWPCF). LCWD will still be subject to liabilities as a member agency, but no more than their ownership in the Joint System allows. FISCAL IMPACT: None EXHIBITS: 1. Resolution No. $7* TT approving the EWPCF Transfer of Operations Agreement and authorizing the Mayor to execute same. 2. Transfer of Operation Agreement. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 89~74 A RESOLUTION OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN ENCINA WATER POLLUTION CONTROL FACILITY TRANSFER OF OPERATIONS AGREEMENT. The City Council of the City of Carlsbad, California, does hereby resolve as follows: 1. That a Transfer of Operations Agreement by and among the Encina Administrative Agency and all Encina Water Pollution Control Facility member agencies, a copy of which is attached (Exhibit 2), and made a part hereof, is hereby approved. 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute said agreement for and on behalf of the City. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 14th day of March . 1989 by the following vote, to wit: AYES: Council Members Lewis, Pettine and Larson NOES: None ABSENT: Council ers Kulchin and Mamaux CLAUDE A. LEWIS, Mayor ATTEST: ALETHA L. RAUTENKRANZ, City Q6rk (SEAL) .<**"*>> V" TRANSFER OF OPERATIONS AGREEMENT RELEASE AND INDEMNITY IN FAVOR OF LCWD This Agreement is made and entered into as of 1988, by and among the LEUCADIA COUNTY WATER DISTRICT, a county water district (hereinafter "LEUCADIA"), the CITY OF VISTA, a general law city (hereinafter "VISTA"), the CITY OF CARLSBAD, a general law city (hereinafter "CARLSBAD"), the BUENA SANITATION DISTRICT, a county sanitation district (hereinafter "BUENA"), the SAN MARCOS COUNTY WATER DISTRICT, a county water district (hereinafter "SAN MARCOS"), and the ENCINITAS SANITARY DISTRICT, a sanitary district (hereinafter "ENCINITAS"), who are sometimes referred to collectively as "OWNERS" and the ENCINA ADMINISTRATIVE AGENCY (hereinafter "EAA"). RECITALS A. On July 13, 1961, VISTA and CARLSBAD entered into an agreement for the acquisition and construction of a joint sewer system presently known as the ENCINA WATER POLLUTION CONTROL FACILITY AND OCEAN OUTFLOW (and related facilities) (hereinafter "ENCINA"). Said agreement is known as and referred to herein as the "Basic Agreement." -31- B. By virtue of amendments and supplements to said Basic Agreement, all parties hereto have become parties to the Basic Agreement as supplemented and amended. C. The said Basic Agreement, as amended and supplemented, provides for the establishment, construction, operation, and maintenance of facilities for the transmission, treatment, and disposal of sewage, which facilities compromise a single system of sanitation works referred to in- said Basic Agreement and hereafter as the "Joint System." D. By virtue of the eleventh supplement to the Basic Agreement dated July 26, 1979, LEUCADIA replaced the COUNTY OF SAN DIEGO as the operator and administrator of the Joint System and of ENCINA on behalf of the OWNERS. E. By this agreement, the OWNERS intend to confirm the transfer of the duties, liabilities, and responsibilities of LEUCADIA as operator and administrator of the Joint System and ENCINA to EAA. F. By this Agreement, the OWNERS. LEUCADIA and EAA intend to confirm the transfer of all rights, liabilities, and obligations for the operation and administration of the Joint System and of ENCINA from LEUCADIA to EAA, to fully release and discharge LEUCADIA as operator and administrator, and upon the presentation of a final inventory and audit by LEUCADIA to provide for the indemnification of LEUCADIA for all its acts as operator and administrator. -32- NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. EAA hereby confirms the assumption of all obligations of LEUCADIA for the operation, administration, and maintenance of the Joint System and ENCINA on behalf of the OWNERS effective as of .* "•"™^—•^,^B 2. In performance of its obligations pursuant to paragraph 1, EAA will, as of , assume all of LEUCADIA's obligations regarding the operation and administration of ENCINA including, but not limited to: (a) All employment agreements for LCWD ENCINA employees, personnel rules related thereto, and all existing employee handbooks applicable to ENCINA employees; (b) The memorandum of understanding with Teamsters Union Local No. 683 and all existing collective bargaining agreements related to ENCINA employees; (c) All obligations under any pension plan set up for the employees of ENCINA, including the deferred compensation program with Great Western Savings relating to ENCINA; (d) All purveyor and supplier contracts and maintenance agreements related to ENCINA; (e) All equipment leases, purchase contracts and warranty agreements related to ENCINA; -33- (f) All ENCINA agreements with local agencies to handle the processing of sewage at ENCINA. 3. LEUCADIA shall transfer all operating funds, impounded funds, and pension funds relating to the operation and administration of the Joint System and ENCINA to EAA effective as of . 4. LEUCADIA shall cause a final accounting/audit of the financial books and records relating to its operation and administration of ENCINA. The expense of said accounting/audit shall be borne by the OWNERS as an operating expense of ENCINA. The final accounting/audit shall be submitted to the OWNERS for their acceptance. The final accounting/audit shall be comprised of the last Encina audit updated to the date specified above in Section 3. 5. EAA has reviewed, inspected and inventoried to its satisfaction all of the equipment, machinery, and property used in the operation of Encina and by executing this Agreement accepts the same in its "as is" condition and confirms that there is no equipment, machinery, or property missing or unaccounted for which is the responsibility of Leucadia. 6. EAA shall indemnify, defend, and hold harmless LEUCADIA against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and attorneys fees, that LEUCADIA shall incur or -34- suffer as a result of LEUCADIA's past operation and administration of the Joint System and ENCINA and/or as a result of the transfer of the operation and administration of ENCINA and the Joint System to EAA in excess of Leucadia's share of ,any liability as provided for in the Eighth Supplement. EAA shall promptly notify LEUCADIA and the OWNERS of the existence of any claim, demand, or other matter to which this paragraph obligation would apply. » 7. This Agreement shall be governed by and con- strued in accordance with the laws of the State of Cali- fornia. 8. Any controversy or claim arising out of or in relation to this agreement, to the breach hereof or to the « interpretation hereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered in such arbitration shall be final and may be entered in any court having jurisdiction thereof. All of the provisions of the California Code of Civil Procedure Section 1283.05 are hereby made expressly applicable to any such arbitration. 9. This Agreement may be executed in counterparts, and upon execution hereof by all parties set forth on page 1 hereof, each counterpart shall be deemed to be an original execution of this agreement. IT WITNESS WHEREOF, each party has caused this Agreement to be signed by its respective officials who are duly -35- 7 authorized by the legislative bodies thereof. Approved by Resolution VISTA SANTITATION DISTRICT, No. on By: Approved i>y Resolution NO. 89-74 on 3/14/89 Approved by Board Order No. on Approved by Resolution No. 952 on 12/14/88 Approved by Resolution No.on Approved by Resolution No. on Chairman /•' CITY Q& CARLSBAD / / / /'V/ ,/By; / //x/ •'''.* '/.- ,.•'/<'•?.'' CLAUDE A. LEWIS, Mayor BUENA SANITATION DISTRICT By: President By:. Secretary LEUCADIA COUNTY WATER DISTRICT By: Lois E. Humphreys President By: Joan R. Geiselhart Secretary SAN MARCOS COUNTY WATER DISTRICT By:. President By: Secretary ENCINITAS SANITARY DISTRICT By: President By: Secretary (LCWDD.443/DOC.377/12-7-88) COPY -36-