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PD Major Crimes Task Force Dissolution (missing signatures)DISSOLUTION AGREEMENT OF MARIN COUNTY MAJOR CRIMES TASK FORCE This Dissolution Agreement (hereinafter "AGREEMENT") is entered into by and among the COUNTY OF MARIN (hereinafter "COUNTY") and the CITIES/TOWNS of BELVEDERE, CORTE MADERA, FAIRFAX, LARKSPUR, MILL VALLEY, NOVATO, ROSS, SAN ANSELMO, SAN RAFAEL and TIBURON (hereinafter collectively referred to as "MEMBER AGENCIES") for the purposes of terminating the Joint Powers Agreement creating the Marin County Major Crimes Task Force (hereinafter "Task Force") and dissolving the Task Force. RECITALS A. The Task Force originally was created in 1977, and in 1979 was expanded and formalized at the behest of the Marin County Police Chiefs' Association by entry into a Joint Powers Agreement (JPA) among all the cities, towns and the County of Marin. B. The Task Force thereafter was successfully operated for many years as a general investigations unit charged with assisting local agencies investigating resource -intensive crimes as well as narcotics offenses, and it operated across jurisdictional boundaries within the County. C. Over the years, the Task Force was restructured by multiple amendments to its JPA Agreement, centralizing control with the Marin County Sheriff's Office. D. The current, operative version of the amended JPA Agreement was executed by the COUNTY and all the MEMBER AGENCIES and is dated February 25, 2016. Section 7.1 of this amended JPA Agreement provides that it shall be deemed terminated when member agencies representing fifty percent or more of the population of Marin County file their notices of intent to withdraw. -I- E. On June 19, 2020, the Chair of the Marin Managers' Association advised the Sheriff in writing that, because of the COVID-19 pandemic and the extreme stress it imposed upon the budgets of the MEMBER AGENCIES, it was soon likely that agencies representing more than fifty percent (50%) of the County's population would file notices of intent to withdraw from the Task Force, thereby resulting in termination of the JPA Agreement. F. In late June, 2020, the City Managers of MEMBER AGENCIES NOVATO, SAN RAFAEL, MILL VALLEY, ROSS, BELVEDERE, FAIRFAX, TIBURON, LARKSPUR, SAN ANSELMO and CORTE MADERA advised the Board Chair of the Task Force Oversight Committee in writing that they formally were providing their notices of intent to withdraw and thereby invoked Article 7.1's termination process. G. The parties hereto now desire to enter into this AGREEMENT in order (1) to formally terminate the Task Force's JPA Agreement dated February 25, 2016; (2) to provide for the dissolution of the Task Force and its operations; (3) to liquidate certain of the Task Force's assets and distribute such assets and property (including all asset forfeiture funds, monies and grants) pursuant to Article 7.2 and as hereinafter agreed. AGREEMENT The COUNTY and the MEMBER AGENCIES, in consideration of the mutual promises, covenants, terms and conditions set forth below, hereby agree as follows: 1. Representatives of the COUNTY and the MEMBER AGENCIES, following receipt of the aforementioned notices of intent to withdraw, held periodic meetings and worked closely together to inventory the Task Force's assets, sell certain of its vehicles, account for asset forfeiture funds and create reserve projections for close-out costs such as lease payments, evidence processing costs, tail liability insurance premiums and related dissolution expenses. -2- Attached hereto as Exhibit A are the final spreadsheets which set forth the various applicable calculations, valuations, projections and figures necessary to proceed with the Task Force's dissolution and final termination of the current JPA Agreement. Both the COUNTY and the MEMBER AGENCIES hereby agree that these final figures are accurate and correct to the best of the parties' knowledge and abilities. The parties hereto all agree that they will not challenge or contest these figures for any reason in any subsequent forum or proceeding. 2. In the foregoing meetings, representatives of the COUNTY and the MEMBER AGENCIES jointly sought the most expeditious, simple and fair terms for dissolving the Task Force and distributing its assets. The parties have agreed upon such terms as set forth below in paragraphs 4 through 8. 3. All the MEMBER AGENCIES hereby agree to waive and forego any and all claims or rights to their respective shares of Task Force assets/monies as follows: (a) waiver of any and all of their rights or claims to asset forfeiture funds to which they would be entitled in the future; (b) waiver of any and all of their rights or claims to cash amounts currently existing in the Task Force savings and checking accounts; (c) waiver of any and all of their rights to any FY 2019-20 Marin County Major Crimes Task Force budget surplus; (d) waiver of any and all of their rights to the sale proceeds of the seven Task Force vehicles recently sold; (e) waiver of any and all of their rights to claim that the remaining five Task Force vehicles have monetary value while being retained/used by COUNTY; (f) waiver of any and all of their rights to claim that the office lease has value if subleased or if occupied by COUNTY for its own use; (g) waiver of any and all of their rights to unused funds calculated/set aside for future evidence processing, insurance, rent or other such reserve contingencies; and (h) waiver of any and all of their rights -3- to the use or value of all office furniture, computers, and other such equipment possessed by the Task Force. 4. Notwithstanding the foregoing paragraph, COUNTY hereby agrees to pay/distribute to both CMPA (LARKSPUR/CORTE MADERA/SAN ANSELMO) and NOVATO their respective shares/payouts of asset forfeiture funds previously agreed to, to wit: $107,434 to CMPA and $74,147 to NOVATO. Such payments to CMPA and NOVATO shall be made upon final execution of this AGREEMENT, which shall be effectuated upon the final MEMBER AGENCY'S formal adoption of this AGREEMENT by its governing body in a public meeting. MEMBER AGENCIES agree to facilitate such formal adoption as soon as practicable after recommendation of said AGREEMENT by the Major Crimes Task Force Oversight Committee. 5. COUNTY and MEMBER AGENCIES also each hereby agree to themselves assume, and make no claims for, their respective shares expended to date for operation of the Task Force during the final months of 2020 immediately preceding its termination/dissolution. 6. The MEMBER AGENCIES, in exchange for and in consideration of their agreement to waive their entitlement to their respective shares of Task Force assets as set forth in paragraph 4 above, shall be forever relieved as of the effective date of this AGREEMENT from any and all duties, obligations, liabilities, debts, responsibilities and claims arising from both the operation and the dissolution of the Task Force. The COUNTY, by and through its Sheriff's Office acting as the Designated Police Agency under the JPA Agreement, hereby agrees to be the "Dissolving Member" of the Task Force and to undertake all actions necessary to effectuate the dissolution of the Task Force, including but not limited to (i) the establishment of necessary reserve funds; (ii) undertaking final evidence processing tasks; (iii) procurement of tail liability insurance and establishing, if appropriate, self-insured reserve funds; (iv) payment of all -4- remaining rental payments and proper termination of the office lease; (v) preparation and filing of the appropriate Statement of Facts -Roster of Public Agencies with the California Secretary of State's Office; and (vi) whatever other final actions are required to completely and finally dissolve the Task Force. The COUNTY hereby agrees to provide the MEMBER AGENCIES with copies of all tail insurance policies/declaration pages procured by it covering the Task Force upon expiration of current liability insurance effective through June 30, 2021. 7. As further consideration for the MEMBER AGENCIES' agreement to waive their entitlement to their respective shares of Task Force assets as set forth in paragraph 4 above, the COUNTY hereby agrees to fully indemnify, hold harmless, defend and release all the MEMBER AGENCIES and their officers, directors, agents and employees from any and all liabilities, actions, claims, damages, costs, and expenses of suits, which may ever be asserted after execution of this AGREEMENT by any person or entity arising out of or in connection with the activities the Task Force and its agents and employees whether or not concurrent passive negligence exists on the part of the MEMBER AGENCIES but excluding liability for said MEMBER AGENCIES' gross negligence or willful misconduct. This indemnification obligation is not limited in any way by the amount or types of damage claims made against or paid on behalf of the Task Force or its agents under any legal theory, statute or basis of recovery. From and after dissolution, the MEMBER AGENCIES agree to cooperate fully with the COUNTY in connection with any existing or future investigations, claims, litigation, audits or similar actions involving the Task Force in which and to the extent the COUNTY deems the MEMBER AGENCIES' cooperation is necessary. 8. Both the COUNTY and MEMBER AGENCIES hereby agree that the dissolution terms set forth in paragraphs 4 through 8 above comply with the requirements of Section 7.2 of -5- the current JPA Agreement providing for the distribution of assets in proportion to the contributions of the parties. 9. Should any disagreement or dispute between the parties arise concerning interpretation, implementation, and/or enforcement of any of the terms or subject matter of this AGREEMENT, the parties shall submit such dispute to mandatory mediation before an agreed- upon mediator, with each party to pay an equal share of the mediation fees and each party to pay its own attorneys' fees and legal costs. Should the parties be unable to agree upon a mediator, they shall agree upon a mediation service and shall have that service select a mediator for them. Should mediation be unsuccessful, then the parties each agree that they shall submit their dispute to binding arbitration before a mutually -agreeable arbitrator. If they cannot agree upon an arbitrator, they shall select an arbitration service, which shall select an arbitrator for them. The parties each shall pay an equal portion of the arbitration fees and each party shall pay its own attorneys' fees and legal costs, it hereby being agreed that the arbitrator shall have no authority to award attorneys' fees or costs to any prevailing party. The parties each hereby expressly waive any and all rights to have disputes under this AGREEMENT decided by court action, court trial, jury trial, or any other legal action of any kind or type, other than the mandatory mediation and binding arbitration process specified above. However, in emergency or extraordinary circumstances, the parties may seek equitable or injunctive relief to preserve the status quo pending occurrence of the mediation/arbitration process set forth herein. It is the express intent of each party to have any and all disputes under this AGREEMENT resolved by the above- specified mediation/arbitration process and in as timely and economical manner as possible. 10. Any notice or other communication required or permitted to be given under this AGREEMENT shall be in writing and shall be (i) personally delivered; (ii) delivered by a 01 reputable overnight courier; or (iii) delivered by certified mail, return receipt requested and deposited in the U.S. Mail, postage prepaid. Notices shall be deemed received at the earlier of actual receipt or (i) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (ii) five business days following deposit in the U.S. Mail, as evidenced by a return receipt. Notices shall be directed to the parties at their respective addresses shown below, or such other address as either party may, from time to time, specify in writing to the other in the manner described above: if to COUNTY: Robert T. Doyle, Marin County Sheriff 1600 Los Gamos Drive, Suite 200 San Rafael, California 94903 if to MEMBER AGENCIES: Todd Cusimano, Town Manager Town of Corte Madera 300 Tamalpais Drive Corte Madera, California 94925 11. The parties agree that if this AGREEMENT does not become effective for any reason, this AGREEMENT shall be deemed negotiation only and will not be admissible in evidence or usable for any purpose whatsoever in any legal proceeding. 12. As a material inducement for the parties to enter into this AGREEMENT, they each represent, warrant and covenant that they have not filed any claims against the Task Force assets which constitute the subject matter of this AGREEMENT with any local, state or federal agency or court, that they covenant not to do so any time hereafter concerning the subject matter of this AGREEMENT and that if any agency or court assumes jurisdiction of any such claim, they will request that such agency or court withdraw from the matter and they will not accept any remedy obtained through the efforts of any such agency. Nor are any MEMBER AGENCIES -7- aware of any potential claim that could be made by any third party against the Task Force regarding any action of the Task Force prior to dissolution. 13. The AGREEMENT may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit or other proceeding which may be instituted, prosecuted or maintained in breach of this AGREEMENT. 14. The parties to this AGREEMENT acknowledge and agree that each is to bear their own costs and attorneys' fees incurred in connection with the termination of the JPA Agreement and the dissolution of the Task Force. The parties further expressly acknowledge and agree that no party is a "prevailing party" or "successful party" for purposes of any claim for statutory or contractual attorneys' fees or costs related thereto. 15. The parties hereto expressly represent, warrant and covenant that they have not heretofore assigned or transferred, or purported to assign or transfer, to any third -party person or entity any asset, or any portion thereof or interest therein, of the Task Force that are not accounted for in Exhibit A attached hereto. 16. Should any provision of this AGREEMENT be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term or provision shall be deemed not to be part of this AGREEMENT. 17. This AGREEMENT is made and entered into in the State of California, and shall in all respects be interpreted, enforced and governed under the laws of the State of California. The language of all parts of this AGREEMENT shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. In 18. The parties hereto represent and acknowledge that in executing this AGREEMENT, they do not rely, and have not relied, upon any representation or statement made by any of their agents, representatives or attorneys with regard to the subject matter, basis, or fact of this AGREEMENT or otherwise. 19. This AGREEMENT shall be binding upon the parties and their heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the parties, and each of them, and to their heirs, administrators, representatives, executors, successors and assigns. 20. The effective date of this AGREEMENT shall be the date the AGREEMENT has been formally executed by all of the parties hereto upon adoption of the last MEMBER AGENCY in a public meeting of its governing body. 21. This AGREEMENT may not be amended or modified in any respect whatsoever, except by a writing duly executed by all of the parties hereto. All parties each agree that they will make no claim at any time that this AGREEMENT has been orally amended or modified. No oral waiver of any term shall be effective for any purposes. IN WITNESS WHEREOF, representatives of the COUNTY and MEMBER AGENCIES hereto have set their hand the day and year below written. Dated: Title: Board Clerk In COUNTY OF MARIN Title: President, Board of Supervisors Dated: Title: City Clerk Dated: Title: Town Clerk Dated: Title: Town Clerk Dated: Title: City Clerk Dated: Title: City Clerk Dated: Title: City Clerk -10- CITY OF BELVEDERE Title: Mayor TOWN OF CORTE MADERA Title: Mayor TOWN OF FAIRFAX Title: Mayor CITY OF LARKSPUR Title: Mayor CITY OF MILL VALLEY Title: Mayor CITY OF NOVATO Title: Mayor Dated: Title: Town Clerk Dated: Title: Town Clerk Dated: Ar' A/4444VIf fbr Title: City Cl rk Dated:_ Title: Town Clerk Approved As to Form: TASK FORCE OVERSIGHT COMMITTEE Mike Norton, Chair -11- TOWN OF ROSS Title: Mayor TOWN OF SAN ANSELMO Title: Mayor CITY OF SAN RAFAEL /64 (�;4' Title: Mayor TOWN OF TIBURON Title: Mayor OFFICE OF COUNTY COUNSEL Kerry Gerchow LEGAL COUNSEL FOR MEMBER AGENCIES Thomas Bertrand -12- EXHIBIT A PROJECTED TASK FORCE dSSET$ CLOSEOUT (L�st Updated 9/16%202Oj ` ' 7Acura ILX 5 Dodge Durango 0 Honda Civic 4 Acura TSX 5 Hyundai Genesis 6 Chevy Tahoe 5 Chevy Astro 6 Honda Odyssey 6Acura MDX 5 Acura TLX 8 Honda Accord 4 Jeep Grand Cherokee MCTF SAVING ACCOUNT AF/PROP MCTF CHECKING e AF ready for disbursement :ral AF ready for disbursement SUBTOTAL (Closed AF - Net Avail. Otles 514,200 $14,200 $14,200 514100 $zo,000 520,000 520,000 5 55,500 $5,500 55,500 55 5 58,700 58,700 58,700 53 "N $13,000 $13,000 $13,000 513 55,000 $5,000 55,000 55 52,500 $2,500 $2,500 5' 5 $20,000 Retained value (unwld) S23,500 Retained value (unsold) GRAND TOTALS 513,500 Retained value (unsold) $130,633 $107,434 1 574,147 $18,500 Retained valur (unsnld) $10,800 Retained value lunwid) 51.944 Comity litres $90,642 590,642 590,642 590 64? $8,190 $8,190 581190 55190 50 5432,883 5432,883 County CMPA Novato 114031' 510'1'4 1 �,'414- - County I Clues Rent ($77,946) (577,946) 5'7 416J Evidence Processing-MCTF ($75,000) (575,000) 575 OQO) Liability Insurance (3 Year) ($75,000) (575,000) 5750001 SUBTOTAL (Reserves) ($227,946) $0 ($227,946) (5227,946) $0 GRAND TOTALS $598,628 $740,274 $512,328 $130,633 $107,434 1 574,147 �v State AF $32,961 51.944 Federal AF $1,759,761 5263,964 $1,792,722 $0 $0 $268,908 est 155, sFare potential Asse; Forfenures for (:rrre'nt/Uessd Cases 5elnt 1/ etch omerg Ccunry A;ovu o cna G% -IPA umd wv 7o:e jar Fl 2019-10 Anv .asse: Fo le.turs receipts cite. Baso utro.n re.motn .v:th County ro > se: ho1C .^.orr fess :o Gtvi r: •,v !Pa mer !?ers -13- EXHIBIT A Proposed Asset Forfeiture Distribution based on FY 2019-20 costs Asset Forfeiture fund balance available as of 9-15-20 to be distributed $572,542 1/3 County AF reimbursement 5190,847 1/3 Central Marin AF reimbursement $190,847 1/3 Novato AF reimbursement $190,847 Deputy Sheriff County FY 2019-20 Annual Cost $203,489 1/3 County AF reimbursement $190,847 Total Deficit ($12,642) Central Marin Officer Annual Cost $196,629 less Central Marin FY 2019-20 Contribution $89,195 Subtotal $107,434 less 1/3 Central Marin AF reimbursement 3190,847 Total Surplus $83,413 Novato Officer Annual Cost $187,256 less Novato FY 2019.20 Contribution $113,118 Subtotal $71,197 less 1/3 Novato AF reimbursement $190,847 Total Surplus $116,700 Deficit ($12,642) Surplus $200,113 Secondary Allocation ($192,469) Total additional amount needed before a Reserve Fund can be created ($4,998) -14- Payouts $190,847 County $107,434 CMPA 474,147 Novato $372,429 Total RAFq�! 1 s 'Ty WITH P� CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Project Manager: Acting Chief Dave Starnes Extension: 3471 Contractor Name: Dissolution Agreement of Marin County Major Crimes Task Force Contractor's Contact: Rebecca Vaughn, Town Clerk/Asst. CM, Corte Madera Contact's Email: rvaughn@tcmmail.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 T Step RESPONSIBLE DEPARTMENT 1 1 Project Manager DESCRIPTION a. Email PINS Introductory Notice to Contractor r COMPLETED REVIEWER DATE i Check/Initial n/a ❑x PRINT 6 Project Manager 7 City Attorney 8 City Attorney 9 CWr Mayor 10 City Clerk Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Proiect Manaeer 1/5/2021 X113/?xZ I ��i3�20zt +�- V 0 X❑ ,do,;,f 1 7 ,y -a b. Email contract (in Word) and attachments to City _ Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. b. Confirm insurance requirements, create Job on Department Director PINS, send PINS insurance notice to contractor n/a 3 Approval of final agreement form to send to contractor Forward three (3) originals of final agreement to 4 Project Manager contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 11/16/2020 PRINT 6 Project Manager 7 City Attorney 8 City Attorney 9 CWr Mayor 10 City Clerk Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Proiect Manaeer 1/5/2021 X113/?xZ I ��i3�20zt +�- V 0 X❑ ,do,;,f 1 7 ,y -a