County Sanitation District No 2 of Los Angeles County - FY2026-044 t
CSD CONTRACT NO. 5744
CONTRIBUTION AGREEMENT FROM COUNTY SANITATION
DISTRICT NO. 2 TO RANCHO PALOS VERDES
This Contribution Agreement ("Agreement") is entered into by and between County Sanitation
District No 2 of Los Angeles County. a county sanitation district organized and existing pursuant to the
provisions of the County Sanitation District Act. California Health and Safety Code section 4700 et seq.
("District No 2"). on behalf of the County Sanitation Districts of Los Angeles County that are Parties to the
Joint Outfall Agreement and the City of Rancho Palos Verdes. a municipal corporation and general lass city
organized under the Constitution and the laws of the State of California ("City") District and City are
collectively referred to in this Agreement as the"Parties"and may he referred to individually as a"Party
RECITALS
A. The City has been and ss'ill continue to install and operate dewaterin`sells and other related
activities (together. the "Work") designed to slow the land movement within the Greater Portuguese Bend-
Ancient Altamira Landslide Complex("Landslide Complex").
B. District No 2 serves as the administrative district for a regional. interconnected sy stem of
wastewater conveyance and treatment facilities known as the Joint Outfall Sy stem ("JOS")that is phy sically
located within multiple Counts Sanitation Districts of Los Angeles County
C The Work protects critical JOS infrastructure located ss ithin the service territory of County
Sanitation District No. 5 of Los Angeles County ('District No 5").
D District No. 2.as the administrative district for the JOS. pay s for maintenance and repairs of
all JOS systems. the City-s Work provides a direct benefit because it protects critical JOS infrastructure and
reduces JOS maintenance costs that District No 2 ssould others ise be responsible for.
E. At its July 16. 2025. Board meetin<g. the District No. 5 Board of Directors gave direction to
staff to seek a one-time financial contribution from District No 2 to the City to compensate the City for a
portion of the Work it has been and will continue to perform
F The Work that the City has been and will continue to perform is work that District No 2 is
statutorily authorized to do itself pursuant to the County Sanitation District Act.California Health and Safe\
Code section 4700.et seq.
G This financial contribution serves a valid public purpose of protection of the JOS
infrastructure that District No 2 is responsible for on behalf of all JOS Districts and avoidance of sy stem
failure
H The Parties agree that District No 2 ss ill make a one-time financial contribution to the City
to compensate the City for a portion of the Work under the terms and conditions set forth herein. It is District
No 2-s expectation that the Work ss ill result in slowed land movement during future wet sinters and that.
over time. District No. 2 ss ill realize maintenance cost savings at least equal to the contribution
TERMS
NOW,THEREFORE_ in consideration of the promises and covenants contained herein. the above
recitals. and other good and valuable consideration. the receipt and sufficiency of ss hich are hereby
acknow ledged.the Parties agree to amend the Agreement as follows
1 EFFECTIVE DATE This Agreement shall he effective as of Oc-bber . 2025
("E ffectis e Date"). nom ithstanding the date of its execution by the parties hereto
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2. CONTRIBUTION. District No.2 agrees to provide a one-time financial contribution to the
City in the amount of$4 million dollars($4,000,000.00)(the"Contribution").
3. PURPOSE OF CONTRIBUTION. The Contribution is provided to the City to partially
offset the City's costs and expenses incurred by the City in performing the Work. The City shall use the
Contribution for continuing to perform the Work or for other purposes consistent with slowing the movement
of the Greater Portuguese Bend-Ancient Altamira Landslide Complex within the City.
4. ACCOUNTING. The City shall maintain accurate and complete accounting records of how
the Contribution funds are expended by the City. Upon reasonable written notice from the District,the City
shall provide the District with access to such accounting records for review and verification. The City shall
provide written notice to the District within thirty (30) days after all of the Contribution funds have been
expended.
5. PAYMENT. District No.2 shall pay the Contribution to the City within thirty(30)days of
the Effective Date of this Agreement Payment shall be made by electronic funds transfer to an account
designated by the City.
6. NO ADMISSION OF LIABILITY. The provision of this Contribution by District No 2
shall not be construed as an admission of liability or responsibility by District No.2 for any landslide activity,
damages,or costs incurred by the City or its residents,nor shall it create any ongoing obligation or precedent
for future contributions.This Contribution is a voluntary payment made in recognition of the benefits received
by the District No.2's JOS infrastructure from the Work.
7. INDEMNITY. The City shall indemnify,defend,and hold harmless District No.2,all other
County Sanitation Districts of Los Angeles County, their successors and assigns, officers, directors, agents
and employees from and against any and all claims,demands,losses,damages,liabilities,costs,and expenses
(including costs of defense, settlement, and reasonable attorneys' fees)arising out of or in connection with
the City's use of the Contribution or the City's continued performance of the Work,except to the extent caused
by the sole gross negligence or willful misconduct of District No. 2. The foregoing indemnity survives the
expiration or termination of this Agreement.
8. NOTICE. Any notice,request,or other communication required or permitted to be given
under this Agreement shall be in writing and shall be deemed sufficiently given if delivered personally,sent
by certified mail, sent electronically via email, or sent by recognized overnight courier service,addressed
as follows:
If to District No. 2:
County Sanitation District No.2 of Los Angeles County
1955 Workman Mill Road
Whittier,CA 90601
Attention: Joseph Chang
jchang@a,lacsd.org
If to City:
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes,CA 90275
Attention. Ramzi Awwad
rawwad@rpvca.gov
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Either party may change its address for notice by giving written notice to the other party in accordance with
this provision.
9. AMENDMENT. No amendment, modification, or change to this Agreement will be
effective unless the amendment,modification,or change is in writing and duly executed by the Parties.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between
the Parties and cancels and supersedes all prior negotiations,understandings and agreements,oral or written.
11. COUNTERPARTS. This Agreement may be executed in counterparts and/or by the
exchange of original,facsimile and/or Portable Document Format(.PDF)signature pages,each of which shall
be considered an original,but all of which taken together shall constitute one and the same agreement.
12. ASSIGNMENT. Neither Party shall assign,transfer,convey,or sell its rights or obligations
in this Agreement without the prior written consent of the other Party which shall not be unreasonably delayed,
conditioned,or denied.
13. AUTHORITY OF CHIEF ENGINEER. The Chief Engineer, or his or her designee, is
authorized to take any District No. 2 action in connection with any approvals or actions required of or by
District No.2 under this Agreement and may execute amendments to this Agreement.
14. WARRANTY OF AUTHORITY. The Parties each warrant that the persons executing
this Agreement on their behalf are authorized to do so,and that entering into this Agreement does not violate
any provision of any other agreement to which that Party is bound.
15. RECITALS. The recitals to this Agreement are hereby incorporated into this Agreement
by this reference.
16. INDEPENDENT LEGAL ADVICE. Each Party has received independent legal advice
from its attorneys with respect to the advisability of executing this Agreement and the meaning of the
provisions of this Agreement.The provisions of this Agreement shall be construed as to their fair meaning,
and not for or against any Party based upon any attribution to either Party as the source of the language in
question.
17. ATTORNEYS'FEES. In the event any action is instituted by a Party to interpret or enforce
this Agreement, the prevailing Party in such action (as determined by the court, agency or other authority
before which such suit or proceeding is commenced)shall be entitled to such reasonable attorneys'fees,costs
and expenses as may be fixed by the decision maker.
18. TERMINATION. This Agreement shall terminate once the City provides notice to
District No.2 that the City has expended all of the Contribution funds in accordance with Section 4,unless
otherwise extended or terminated earlier by mutual written agreement of both parties.The provisions related
to accounting.access to records,and indemnification shall survive the termination of this Agreement.
Signature page(s)follows
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IN WITNESS WHEREOF,the parties have hereto executed this Agreement on the day and year set
forth below.
CITY OF RANCHO PALOS VERDES
By:
Name:
Title:
Date:
COUNTY SANITATION DISTRICT NO.2
OF LOS ANGELES COUNTY
By:
Chairperson, Board of Directors
Date: SEP 24 2025
ATTEST:
By: I ett,444_
Secretary to the oard
Date SEP 24 2025
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APPROVED AS TO FORM:
NOSSAMAN LLP
By:
istrict Counsel
Date: SEP 24 2025
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IN WITNESS WHEREOF,the parties have hereto executed this Agreement on the day and year set
forth above.
DATED: COUNTY SANITATION DISTRICT NO.
OF LOS ANGELES COUNTY
Chairperson, Board of Directors
ATTEST:
By
Secretary to the Board
APPROVED AS TO FORM:
NOSSAMAN LLP
By
District Counsel
IN WITNESS WHEREOF, the parties have hereto executed this Agreement on
the day and year set forth above
DATED: 0 C/4-6V(// 1 2O?' COUNTY SANITATION DISTRICT NO. OF
LOS ANGELES COUNTY
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Paul Seo, Mayor Pro em
ATTEST:
ere T kaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE& WYNDER, LLP
4V1
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Joy Fox, Assistant City ttorney