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Home My WebLink About1989-03-14; City Council; Resolution 89-741" '. t 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 I a 0 RESOLUTION NO. 8 9-7 4 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 fo 1. That a Transfer of Operations Agreement by and among the Encina Adm Agency and all Encina Water Pollution Control Facility member agencies, a copy o 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 said agreement for and on behalf of the City. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad CI 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 -M ,,'hers Kulc -in aqd Mamaux [/,./ /4@&7 p' /' /?/ J., (/HZ?W /// r- 'CYAUDE A. <LEWIS, Mayor ATTEST: 2o I1 21 22 23 24 25 26 27 28 ALETHA L. RAU (SEAL) .. -1 0 e SFER OF OPERATIONS AG- 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 CARLSRAD 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 anc referred to herein as the "Basic Agreement." -31- _. 0 e J 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 oi LEUCADIA as operator and administrator of the Joint Systen and ENCINA to EAA. P. By this Agreement, the -OWNERS, LEUCADIA and EAi intend to confirm the transfer of all rights, liabilities and obligations for the operation and administration of thc Joint System and of ENCINA from LEUCADIA to EAA, to full- release and discharge LEUCADIA as operator and administrator and' upon the presentation of a final inventory and audit b LEUCADIA to provide for the indemnification of LEUCADIA ' fo all its acts as operator and administrator. -32- 0 0 \ NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. EAA hereby confirms the assumption of al: obligations of LEUCADIA for the operation, administration, and maintenance of the Joint System and ENCINA on behalf 0: the OWNERS effective as of 2. In performance of its obligations pursuant tc paragraph 1, EM will, as of , assume al: of LEUCADIA's obligations regarding the operation anc administration of ENCINA including, but not limited to: (a) All employment agreements for LCWD ENCIN, employees, personnel rules related thereto, and a1 existing employee handbooks applicable to ENCIN, employees; (b) The memorandum of understanding wit: Teamsters Union Local No. 683 and all existint collective bargaining agreements related to ENCIN, employees; (c) All obligations under any pension pla set up for the employees of ENCINA, including th deferred compensation program with Great Western Saving relating to ENCINA; (d) All purveyor and supplier contracts an maintenance agreements related to ENCINA; (e) All equipment leases, purchase contract and warranty agreements related to ENCINA; -33- 0 0 -\ (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. EM 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- \ * 0 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- f ornia. 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 Associatian. 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- .I 0 m .’ \ authorized by the legislative bodies thereof. Approved by Resolution VISTA SANTITATION DISTRICT, No. on By : Chairmi ;’ ./ Approved by Resolution CITY OF/‘ CARLShAD /,,(., ’ 1 /’ ,/’*: NO, 89-74 on 3/14/89 By: /, ! ’ ,//Y,,?,, :. //i ,. I ,///> ”. <:’- “CLAUDE A. LEGIS, Mayc Approved by Board Order BUENA SANITATION DISTRICT No. on By : Presider By : Secreta1 Approved by Resolution LEUCADIA COUNTY WATER DISTRIC’I No. -952 on 12/ 14/88 By : Lois E. Humphreys Presider By : Joan R. Geiselhart Secreta1 Approved by Resolution SAN MARCOS COUNTY WATER DISTRICT No. on By : Presiden . By: Secretar Approved by Resol uti on ENCINITAS SANITARY DISTRICT .. No. on By: Pres i der Secretar By : (LCWDD.443/D0~.377/12-7-88) -36-