2400 - Los Angeles County Flood Control District - Transfer Drain Agreement TRANSFER DRAIN AGREEMENT
THIS TRANSFER DRAIN AGREEMENT, made this 2_cil day of u, _ ,
2011 by and between the Los Angeles County Flood Control District, a body corporat
and politic (hereinafter referred to as DISTRICT), and the City of Rosemead, a
municipal corporation (hereinafter referred to as CITY).
RECITALS
WHEREAS, DISTRICTS primary function is the control and conservation of the
flood, storm and other waters within said DISTRICT; and
WHEREAS, DISTRICT is authorized by Section 13-3/4 of the Los Angeles
County Flood Control Act to accept transfers and conveyances of flood control facilities
for the operation, maintenance, repair, and improvement thereof; and
WHEREAS, CITY periodically requests, by Resolution, that the DISTRICT accept
transfers and conveyances of certain flood control facilities (hereinafter referred to as
FACILITIES) for operation, maintenance, repair, and improvement thereof for the
benefit of the CITY; and
WHEREAS, the DISTRICT will cooperate with the CITY to accept FACILITIES
that meet the DISTRICT'S standard criteria, including, without limitation, FACILITIES
designed and completed pursuant to plans and specifications reviewed and
recommended for approval by the DISTRICT (hereinafter referred to as PLANS AND
SPECIFICATIONS) conditioned also upon the CITY's agreement and observance of the
terms and conditions herein.
NOW THEREFORE, the parties agree as follows:
A. In addition to and without limiting all contractual, legal, or equitable rights
otherwise in favor of the DISTRICT, the CITY hereby represents, warrants, and
guarantees that:
1. The FACILITIES shall be designed and constructed in accordance with:
a) All PLANS AND SPECIFICATIONS.
b) Customary and standard design, construction, building, and
industry standards and practices.
c) All applicable laws and legal requirements.
d) DISTRICT' criteria, standards, policies, and guidelines.
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2. CITY shall consult with DISTRICT to obtain current DISTRICT criteria,
standards, policies and guidelines regarding the design and construction
of FACILITIES.
3. The FACILITIES' design, workmanship, and materials shall be free from
defects.
4. The FACILITIES shall be located entirely on and within land dedicated to
and accepted by the DISTRICT (hereinafter referred to as LAND) and in
an area described in a legal description prepared, signed, and stamped by
a licensed surveyor or civil engineer registered prior to 1982 for a legal
parcel fully described with reference to legal points of record; and with
legal boundaries without discontinuities, gaps, or encroachments; and
attached to the deed or document that conveys all sufficient and
necessary rights to the DISTRICT to allow the DISTRICT to accept,
operate, and maintain the FACILITIES without infringing upon or violating
the rights of any third party.
5. The CITY will provide good and sufficient interest in and title to the
FACILITIES and LAND, free from all liens, encumbrances, and conditions.
6. The CITY shall provide to the DISTRICT an accurate and complete
Phase 1 Environmental Site Assessment for all FACILITIES and LAND in
accordance with the most updated version of ASTM E1527 Standard
Practice for Environmental Site Assessment: Phase 1 Environmental Site
Assessment Process as published by the American Society for Testing
and Materials, as said Standard Practice may be updated from time to
time. The CITY shall be responsible for performing any and all subsurface
exploratory work, testing and remediation relating to environmental
contamination existing prior to acceptance of LAND by DISTRICT.
B. Including in accordance with Government Code Section 895.4, CITY and
DISTRICT agree to apportion responsibility and liability, notwithstanding any
other provision of law, as follows:
1. CITY agrees to release, indemnify, defend, and hold harmless DISTRICT,
its supervisors, governing board, officers, agents, engineers, contractors,
and employees (hereinafter referred to as INDEMNIFIED PARTIES)
against any claims, demands, loss, injury, cost, expense, death, and
liability of any nature whatsoever, including attorney and expert fees and
costs (collectively, hereinafter referred to as LOSSES): (a) arising from or
in connection with the design, workmanship, materials, or construction of
any FACILITY that exist on or prior to the date of acceptance by the
DISTRICT, (b) relating to the state or condition of the interest in or the
status of legal title to any FACILITY or LAND that exist on or prior to the
date of acceptance by the DISTRICT, and (c) relating to or arising from
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defects or dangerous conditions relating to the LAND that exist on or prior
to the date of acceptance by the DISTRICT.
2. In addition, DISTRICT shall not be liable for and is hereby released for any
and all LOSSES occasioned by or arising out of, indirectly, solely, or
contributory by any act, activity, or omission of CITY and its employees or
agents. The foregoing release and any and all other or above releases by
the DISTRICT in favor of the CITY under this AGREEMENT are hereby
granted by the City notwithstanding the provisions of Civil Code
Section 1542, which states: "a general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at
the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor."
3. In addition to and notwithstanding the foregoing indemnity, release and/or
rights in favor of the DISTRICT, the CITY agrees to release, defend,
indemnify, and hold harmless DISTRICT and all INDEMNIFIED PARTIES
in connection with all LOSSES arising from or relating to environmental
releases, contamination, or resulting damage to the environment or third
parties, including without limitations under Federal, State, and local laws;,
including without limitation under the Comprehensive Environment
Response Compensation and Liability Act, and under Titles 15, 16, 26, 30,
33, 42, 43, and 46 of the U.S. Code, the California Carpenter-Presley-
Tanner Hazardous Substance Account Act, and pursuant to the California
Health & Safety Code, Water Code, the Public Resources Code or under
California law and under related regulations and all similar federal, state
and local statutes, laws, rules or ordinances, relating to any FACILITY or
LAND, which may: (a) exist on or prior to the date the FACILITY or LAND
is accepted by the DISTRICT, (b) may be caused directly or indirectly by
the design, workmanship, materials, construction, or the CITY'S operation
or maintenance of any FACILITIES or LAND, or (c) for any said LOSSES
caused by the CITY'S officers, agents, or employees, or by any person or
persons acting with the knowledge, consent, or under the direction of
CITY, expressed or implied.
C. CITY acknowledges and agrees that DISTRICT'S acceptance, inspection,
review, and/or approval of any FACILITIES or LAND or in connection with any
related PLANS AND SPECIFICATIONS or the application of any of the
DISTRICT'S criteria, standards, policies or guidelines shall in no way be
interpreted or inferred as a release by DISTRICT of CITY'S obligations or a
waiver of the DISTRICT'S rights, indemnities, releases, warranties, or remedies
under this AGREEMENT, in law or in equity, including, without limitation, under
Section B., above, including relating to the design, construction, operation, or
maintenance of any FACILITY or LAND.
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D. CITY agrees to provide sufficient funds, as determined by DISTRICT at the time
the DISTRICT accepts any FACILITY from the CITY and upon demand by
DISTRICT, to maintain and replace Standard Urban Stormwater Mitigation Plan
devices/systems through continuous perpetual annual payments to DISTRICT.
Said demand will consist of a billing invoice prepared by DISTRICT. Annual
payments must include provisions for annual increases based on the Consumer
Price Index. CITY is not responsible to finance maintenance and repair of
Standard Urban Stormwater Mitigation Plan devices/systems installed or added
after the acceptance of the FACILITY by the DISTRICT.
E. If CITY does not deliver annual payment to DISTRICT within thirty days after the
date of invoice, the DISTRICT may satisfy such indebtedness including interest
thereon from any funds CITY has on deposit with the COUNTY OF LOS
ANGELES without giving CITY further notice of DISTRICT'S intention to do so.
F. DISTRICT at its sole and absolute discretion may terminate annual payments
required under Section D above should funding for the maintenance and
replacement of the Standard Urban Stormwater Mitigation Plan devices/system
become available from other sources.
G. The CITY agrees to issue DISTRICT permit authorizing DISTRICT to occupy and
use CITY public streets or CITY property as determined necessary by DISTRICT
for planned projects to improve, repair, reconstruct, operate, or maintain
FACILITIES transferred from CITY to DISTRICT and hereby releases DISTRICT
from any and all expense or liability relating to street operation, maintenance or
repair, except for damages and repairs to CITY public streets or CITY property
caused by negligence by DISTRICT.
H. The CITY agrees to not hold the DISTRICT accountable to pay the cost of any
relocation or modification to any FACILITY that is made necessary by relocation,
change of grade, or other modification of any street or structure owned or under
the control of the CITY and releases DISTRICT from all expense or liability
relating to alteration, modification or relocation, of FACILITIES necessitated by
future street operation, repair, alteration, improvement, realignment, or
reconstruction.
This AGREEMENT contains the full and complete understanding of the parties
relating to the subject matter herein and shall supersede all prior or
contemporaneous discussions or AGREEMENTS, oral or written, including,
without limitation fully replacing that certain AGREEMENT between DISTRICT
and CITY dated July 30`", 1980, recorded on September 30th, 1980 as Instrument
No. 80-957601 .
J. Notwithstanding the above, nothing in this AGREEMENT shall preclude the
DISTRICT from requiring that all of the DISTRICT'S standard prerequisites be
met prior to accepting any FACILITIES or LAND.
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K. This AGREEMENT is not applicable to FACILITES previously accepted by
DISTRICT for maintenance or that are part of a development that has received
tentative map approval prior to May 1, 2006.
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed by and through their duly authorized officers.
LOS ANGELES COUNTY FLOOD
CONTROL DISTRICT,
a body corporate and politic
By
ATTEST: Mayor, Board of Supervisors
SACHI A. HAMAI,
Executive Officer of the
Board of Supervisors of the
County of Los Angeles
By
Deputy
APPROVED AS TO FORM:
ANDREA SHERIDAN ORDIN
County Counsel
By
Deputy
CITY OF ROSEMEAD
a municipal corporation ATTEST:
By / g
Gary lor, Mayor oria Molleda — City Clerk
City o Rosemead Cityalit
of
Rosemead ,
•
By
Rachel(Richman/Attorney
City of Rosemead
P..pdpubr(lly'Cit leW nine Arcw`Trn,rs@r Dram Agreemnem [-Q-09 DOC
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