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HomeMy WebLinkAbout1976-09-21· CGUNTY SANITATION DISTRICTS OF ORANGE COUNTY, CALIFORNIA P. 0. BOX 8127, FOUNTAIN VALLEY. CALIFORNIA 92708 10844 ELLIS AVENUE (EUCLID OFF-RAMP, SAN DIEGO FREEWAY) September 16, 1976 NOTICE OF ADJOURNED REGULAR MEETING DISTRICT NO. 5 TUESDAYJ SEPTEMBER 21J 1976 -5:30 P.M. NEWPORT BEACH CITY HALL 3300 NEWPORT BOULEVARD NEWPORT BEACHJ CALIFORNIA TELE PH ON ES: AREA CODE 714 540-2910 962-2411 Pursuant to adjournment of the regular meeting of September 8, 1976, the Board of Directors of County Sanitation District No. S will meet in an adjourned regular meeting at the above hour and date. The purpose of the meeting is to further consider terms of providing sewerage service by District No. 5 for the down-coast area. JWS:rb _ ~ BOARDS OF DIRECTORS II County Sanitation_ Districts of-Orange County, California (I) Roll Call DISTRICT No. -5 ADJOURNED REGULAR MEETING SEPTEMBER 21, 1976 -5:30 P.M. NEWPORT BEACH CITY HALL Post Office Box 8127 10844 Ellis Avenue Fountain Volley, Calif., 92708 Telephones: Area Code 71-i 5-i0-2910 962-2-il 1 AGENDA (2) Report of General Counsel re proposed agreement with The Irvine Company and the Irvine Ranch Water District relative to conditions for annexation of the down-coast area to the District (3) Discussion re conditions of annexation (4) Consideration of Resolution No. 76-176-5, authorizing initiation of proceedings to annex approximately 3,430 acres of coastal territory between Corona del Mar and Laguna Beach to the.District (Proposed Annexation No. 7 -Irvine Coastal Area Annexation to County Sanitation District No. 5), and incorporating conditions therefor See page "A" (5) Consideration of Resolution No. 76-177-5, establishing conditions and approving agreement with The Irvine Company and the Irvine Ranch Water District relative to annexation of the down-coast area to the District, in form approved by the General Counsel. See page "B" (Copy of agreement enclosed with agenda material) (6) Other business and communications, if any (7) Consideration of motion to adjourn 1 2 3 ' 5 a 'I a 9 ·10 11 . 12 13 14 15 16 17 18 19 20 21 22 ·23 24 • 25 26 27 28 29 30 31 "A-1" 32 RESOLUTION NO. 76-176-S AUTHORIZING INITIATION OF PROCEEDINGS--ANNEXATION HO. 7 -IRVINE COASTAL AREA A!-."'NEXATION . A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 5, OF ORANGE COUNTY, CALIFORNIA, AUTHORIZING THE INITIATION OF PROCEEDINGS TO AN!IBX TERRITORY TO THE DISTRICT (ANNEXATION NO. 7) The Board of Directors of county sanitation District No. 5 of Orange county, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: That an application for ann~xation of territory to itself be made to the Local Agency Formation Commission as follows: Section 1. That this proposal is made pursuant to Division ·' 1 (District Reorganization Act of 1965) of Title 6 of the Govern- ·ment Code of the State of California; and Section 2. That this application is. ·for the purpose of annexing approximately 3,442 acres in the vicinity of corona del Mar and Laguna Beach commencing adjacent to the southerly. boundary of the City of Newport Beach as requested by The Irvine C~mpany, owner of said property; and Section·~3. That the territory to be annexed is u."ninhabited: and . Section 4. That the designation assigned to the territory proposed to be annexed is "Irvine Coastal Area Annexation", the boundaries of which are more particularly described and delineated ori· Exhibit "A" and Exhibit "B", attached hereto and by reference made a part bf this resolution; and Section S. That provisions for all fees required to be paid as a condition of ·the annexation must be satisfied prior ~o completion of annexation proceedings, together with the execution of the Agreement between The.Irvine company and Irvine Ranch Water District: and II AGE~DA ITEM #4 -DISTRICT 5 "A-1" 1 2 3 ' 5 6 ,, 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ,. 26 27 28 29 30 31 ~2 "A-2" Section 6. This approval is expressly conditioned upon the performance.of each of the following conditions: (a) Payment of annexation fees for 1,535 acres at a rate of $1,394.00 per acre for a total of $2,139,790.00; (b) Execution of an agreement between District, The Irvine Company and Irvine Ranch Water District providing for the deferral of a portion of annexation fees for 1,907 acres of undeveloped property within the annexed territory, and providing further for the immediate payment of additional annexation fees for said area in the event of transfer.of interest from The Irvine Company to any other person, entity, or ·agency; and . (c) In the event any portion of the territory to be annexed hereunder, is subsequently annexed or requested by Irvine, or its successor, to be annexed to any incorporated city, other than the city of Newport Beach, Irvine or its successor shall concurrently therewith request an:initiation proceeding with the Local Agency Formation commission of orange county for deannexation or detachmen~ of the same territory from District. Irvine and its successors shall further agree to consent to Qnd file no objections or protests to such deannexation/detachrnent proceedings. Section 7. That request is hereby made that such proceedings as required by law be taken to complete this annexation. PASSED AND ADOPTED at a regular meeting held ----~~~~--~ 1976. -2- AGENDA ITEM #4 -DISTRICT 5 '~A-2" "B" RESOLUTION NO. 76-177-5 APPROVING AGREEMENT WITH TIIE IRVINE COMPANY AND IRVINE RANCH WATER DISTRICT RE ANNEXATION OF DOWN-COAST AREA TO DISTRICT I A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA, ESTABLISHING CONDITIONS AND APPROVING AGREEMENT WITH THE IRVINE COMPANY AND IRVINE RANCH WATER DISTRICT RE ANNEXATION OF DOWN-COAST AREA TO THE DISTRICT * * * * * * * * * * * WHEREAS, District No. 5 has authorized the initiation of annexation p.roceedings subject to certain conditions; and, WHEREAS, in accordance with the conditions of approval of said annexation, an agreement has been prepared by and between the DISTRICT, THE IRVINE COMPANY, and IRVINE RANCH WATER DISTRICT; and, WHEREAS, the District has determined that the agreement as submitted is in the best interest of the District. NOW, THEREFORE, the Board of Directors of County Sanitation District No. 5 of Orange County, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. That the certain agreement attached hereto as Exhibit "A" is hereby approved; and, Section 2. That the Chairman and Secretary of the District be and are hereby authorized and directed to execute said agreement on behalf of the District. AGENDA ITEM #5 -DISTRICT 5 "B" ,-...... Agenda lt~m J~o._...___, __ AGREEMENT THIS AGREEMENT is made and entered into this day of ~~~~~~~~~~ , 1976, by and between: COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA, hereinafter referred to as "District"; THE IRVINE COMPANY, a West Virginia corporation, hereinafter referred to as "Irvine"; and IRVINE RANCH WATER DISTRICT, herein- after re.ferred to as "IRWD". W I T N E S S E T H : ---------- WHEREAS, in accordance with applicable provisions of law and the resolutions and· policies of District, Irvine has filed an application to annex certain real properties to District for purposes of receiving sewer services for said properties; and WHEREAS, Irvine has filed application with the Orange County Local Agency Formation Commission for approval of the annexation to District; and WHEREAS, Irvine proposes to annex 3,442 acres of land (hereinafter referred to as "Territory") to District; and WHEREAS, presently-approved plans for land use development provide for a maximum of 1,535 acres to be developed with the remaining 1,907 acres to be kept intact as natural open space; and WHEREAS, Irvine has proposed to immediately pay all current annexation charges for the land to be 'developed and to request a deferral of the annexation charges for the 1,907 acres of open_space; and WHEREAS, District has determined that annexation of the "Territory" to District can only be in the best interests of the other property owners and taxpayers of the District if the .__,.. 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 29 30 31 32 organization and_directorship of the District remains intact as pr~sently,constituted; and WHEREAS, District, Irvine and IRWD have each undertaken studies to determine the feasibility and desirability of annexing said "Territory" to District; and WHEREAS, it has been determined by District, Irvine and IRWD that it is necessary to execute an-agreement pertaining to the respective rights, duties and obligations, both presently and prospectively, of each of the parties hereto. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: l._ Irvine and IRWD shall comply with all provisions of Re.solution No. 75-15-5 of District pertaining to the annexation policy of the District. 2. District agrees that as to the 3,442 acres of area requested to be annexed by Irvine, and which is more particularly shown on the map attached hereto as Exhibit "A", and incorporated herein by reference, District will initiate annexation proceed- ings, seek approval by the orange County Local Agency Formation Commission and thereafter diligently pursue all other pro- ceedings and procedures to completion. 3. IRWD may provide local sewers and facilities within the "Territory" in order to provide service to the developed areas. 4. IRWD and Irvine acknowledge that District was created and exists pursuant to the county Sanitation District Act (California Health and Safety Code Sections 4700 et~.). 5. IRWD and Irvine acknowledge that IRWD is not a sanitary district as that term is defined and intended by the County Sanitation District Act and therefore is not entitled to select and appoint a member to the governing board of District -2- ._..,. l 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 29 30 31 32 • I I· as prescribed by said Act {Section 4730). . 6. Irvine shall concurrently with the execution of this Agreement or on the date of final approval of said annexation, whichever is later, pay to District annexation fees in the sum of TWo Million, One Hundred Thirty-Nine Thousand, Seven Hundred Ninety and 00/100 {$2,139,790.00) Dollars. These fees are payable on the basis of the current rate of one Thousand, Three Hundred Ninety-Four and 00/100 {$1,394.00) Dollars per acre for the 1,535 acres proposed to be developed within the annexation territory. 7. Annexation fees that would be due for the 1,907 acres of annexed territory that will remain undeveloped sh~ll be deferred until such time or upon occurrence of such events as provided below. 8. In the event Irvine gets further approval from_ the County of Orange or other governing agency to develop portions of the annexed territory in excess of the 1,535 acres, annexa- tion fees of the District then in force shall become due and payable prior to any connection to the District's system. 9. Based upon existing approvals of land use by the County of Orange, it is contemplated that Irvine will develop the 1,535 acres in those designated areas shown on the map attached hereto as Exhibit "A". However, it is acknowledged that the precise boundaries of the proposed areas of development are not known and therefore serve only as a guide. 10. In.recognition of the provisions of Paragraph 9 above, the parties agree that Irvine can develop any portions of the annexed territory up to a total of 1,535 acres without being required to pay District additional annexation fees. 11. District shall maintain books of account for the annexed territory giving a credit against the annexation fees paid pursuant to this Agreement for each portion of the territory -3- ~ .. l 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 29 30 31 32 II 1. .to be developed. Irvine therefore agrees to submit a written request for credit of annexation fees paid with all development plans for the "Territory" to District, prior to filing any Tract Map, Parcel Map or precise plan, for approval to the respective governing agency. If Irvine fails to submit said plans to District, no credit against the fees paid hereunder need be allowed by District and the then current annexation fees shall apply and be payable prior to any connection to the District system. 12. Notwithstanding the provisions of Paragraphs 13 and 14 below, Irvine shall have the right to transfer portions of its properties within the proposed 1,535 acres for development, to a differeat owner without transferring the credit for payment of annexa.tion fees made hereunder. It is the intent of the parties hereby to allow Irvine to determine whether to retain the credit for annexation fees paid for possible later applica- tion or to transfer it with the property to a new owner. 13. In the event Irvine transfers its ownership interests in any portion of the 1,907 acres designated hereunder as u_ndeveloped prop~rties to the County of Orange or a special District within the County or to a city or a similar local agency for park or open space uses that do not require additional sewer service, the annexation fees otherwise due for that por- tion of the "Territory" shall continue to be deferred in accor- dance with the terms and conditions of this Agreement. If the transfer is for a use requiring additional sewer service, the annexation fees shall become due and payable upon transfer to the agency. 14. In the event Irvine transfers its ownership interest in any portion of the 1,907 acres designated hereunder as undeveloped-properties to a State or Federal agency.or any private person or entity for any use or purpose whatsoever -4- l the annexation fees of District then in force shall become due 2 and payable either on the date of transfer or the date of 3 commencement of development, whichever occurs first. To secure 4 compliance with the provisions of this Paragraph, Irvine agrees 5 to advise District in writing not less than twenty (20) days 6 prior to any contemplated transfer of ownership or interest of 7 the expected date of transfer, the name and address of the pro- 8 posed transferee and the anticipated use of the property. Irvine 9 hereby. further agrees that notwithstanding.any agreement between 10 itself and its proposed transferee, it shall be responsible for 11 the payment of fees due as a result of said transfer and the 12 provisions of this Agreement. 13 15. In the event Irvine seeks to annex any portion of the· 14 "Territory" included within this Agreement to any incorporated 15 city other than the City of Newport Beach, it will concurrently 16 therewith, petition the orange County Local Agency Formation 17 commission or its successor for approval of deannexation and/or 18 detachment from District of the same territory that is requested 19 to be annexed to the city. In furtherance thereof, Irvine and 20 IRWD agree to execute any and all necessary documents to 21 accomplish said deannexation/detachrnent of such area from 22 District. 23 16. Upon the occurrence of events as set forth in Paragraph 24 15 above and the completion of deannexation/detachrnent pro- 25 ceedings from District, District shall immediately commence 26 and continue to provide sewer service to the same extent as 27 received while said territory was included within District. The 28 specific terms -and conditions-of providing -such-service --shall be 29 set forth in a written agreement on the basis of sound engineering 30 practices and a financial analysis of the cost of providing such 31 service. 32 -5- ....,. ~ • l 2 :3 4 5 6 '1 8 9 io· 11 12 13 14 15 16 17 18 19 20 91 22 23 24 25 26 27 28. 29 30 31 32 17. In the event Irvine annexs or attempts to annex some por.tion of the "Territory" hereunder to a city, and fails to / initiate deannexation/detachrnent proceedings from District concurrently therewith, or files objections or protests thereto, District shall be entitled to initiate proceedings in the Superior court of the state of California to obtain necessary judicial orders to immediately insure performance of this Agree- ment. Irvine agrees to pay all reasonable attorneys' fees and court costs related to said proceedings. 18. Any not~ce or instrument required to be given or de- livered shall be deposited in any United States Post Office, registered or certified, postage prepaid, addressed to the parties·~ hereto as follows:. TO DISTRICT TO IRVINE TO IRWD County sanitation Districts of Orange County, California · 10844 Ellis Avenue, P.O. Box 8127 Fountain valley, ca. 92708 The Irvine Company 550 Newport Center Drive Newport Beach, Ca. 92660 Irvine Ranch Water District P.O. Box D-1 Irvine, ca. 92716 and shall be deemed to have been received by the party addressed at the expiration of 72 hours after deposit of same in the post office. 19. If any provision of this Agreement is judicially deter- mined to be invalid or unenforceable, it is the intent and ceclaration of the parties hereto that all other provisions shall remain in full force and effect. (SEAL) (SEAL) ATTEST: ~:: ,-·. •• ~· •. ~·' : tc : APPROVED AS TO FORM: Thomas L. Woodruff ·General counsel IRVINE RANCH WATER DISTRICT By ~~~~~~~~·~~~~~~~~~--- By ~~~~~~~~~~~~~~~~~--- THE IRVINE COMPANY By~--~~~~~~~~~~~~~~~--- By ~--~~~~~~~~~~~~~~~~ COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA By ~~~~~~~~~~~~~~~~ By ~~~~~~~~~~~~--~~~~~ -6- ll BOARDS OF DIRECTORS County Sanitation Districts /1 DJ~_;t_; ;:~.:~!~13 ........ : .......... . c ~~.:r· .j :.~ l ':·\''€ ..... ~ ... . Post Office Box 8127 of 011ngc County, Californi• l ETi :..;~3 \.:.i; L:( ............ .. 10844 Ellis Avenue Fountain Volley, Col if., 92708 Telephones: r1liiiUTE S \'il i !TT GI ............ . Atec Code 71"' 5-40-2910 962-2411 AGENDA f '2'~ . ~ y,tw1'l d f 1~~ f' ::> ~ }ii ' ~ J& ~ vi Jwr . . u L SEPTEMBER 21, 1976 -5:30 P.M. q ~ I ( 1 IS r1 /V NEWPORT BEACH CITY HALL (1) ·Roll Call (2) Report of General Counsel re proposed agreement with The Irvine Company and the Irvine Ranch Water District relative to conditions ~or annexation of the down-coast area to the District Discussion re conditions of annexation Consideration of Resolution No. 76-176-5·, authorizing initiation of proceedings to annex approximately 3,430 acres of coastal territory between Corona del Mar and Laguna Beach to the Distri~t (Proposed Annexation No . 7 -Irvine Coastal Area Annexation to County Sanitation Di s trict No. 5), and incorporating conditions therefor See page "A" \,,r .. 1 J.. .("\ rA . ~\1\)\.>lt. Q ~c.v -~ -k. FILE ···········-····· (5)1 Consideration of Resolution € 76 ~s-t-ablis ifi~-condi--t-i-ons---­ LrneR ............•• µ_-and app-!!G-V-i-+l g-a g~ee m ent with Tnei rvine Company and the Irvine Ranch Al e ..• :TK LRC..*" Water District re la ti ve to annexation of the down-coast area to th e District, in form approved by the General Counsel. See page 11 B" ) (Copy of agre ement enclosed ~i ~h 11 agJ.2da _ material.2J~ .P ~ IJ J rJ ~..c J ~./'.P. f/y&~:/.j} ~ ;'(/'--av e:._ q 3 17 ~ r &U.. r (6) Other businesf 1 and ·~c~~'1i f ~~:{J /; a-~ ~.,&c .P . o {/Tl (7) Consideration of motion to adjourn ~ ~ '.$ < ·v II A-1" 1 2 3 ' 5 6 RESOLUTION NO. 76-176-S AUTHORIZING INITIATION OF PROCEEDINGS--ANNEXATION 50.. 7 -IRVINE COASTAL AREA ANNEXATION • A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 5, OF ORANGE COUNTY, CALIFORNIA, AUTHORIZING THE INITIATION OF PROCEEDINGS TO ANNEX TERRITORY TO THE DISTRICT (ANNEXATION NO. 7) ' The Board of Directors of County sanitation.District No. 5 8 of Orange county, California, 9 DOES HEREBY RESOLVE, DETERMINE AND ORDER: 10 That ah application for ann~xation of territory to itself 11 be made to the Local Agency Formatio~ Co~ission as follows: . 12 Section 1. That thi~ proposal is m~de pursuant to Division 13 1 (District Reorganization Act of 1965) of Title 6 of the Govern- 14 ·ment code of the State of California; and 15 Section 2. That this application is ·for the purpose of 16 annexing approximately 3,442 acres in the vicinity of corona 17 del Mar and Laguna Beach commencing adjacent to ·the souther!~ 18 boundary of the City of Newport Beach as requested by The Irvine 19 company, owner of said property; and 20 Section·~3.. That the territory -to be annexed is u"ninhabited; 21 and . 22 Section 4. That the designation assigned to the territory 23 proposed to be annexed is "Irvine coastal Area Annexation", the 24 boundaries of which are more particularly described and delineated 25 on· Exhibit "A" and Exhibit "B", attached hereto and by reference 26 made a part bf this resolution; and 27 section 5. That provisions for all fees required to be paid 28 as a condition of ·the annexation must be satisfied prior to 29 completion of annexation proceedings, together with the execution 30 of the Agreement between The Irvine Company and Irvine Ranch 31 water District; and 32 II AGE~DA ITEM #4 -DISTRICT 5 "A-1" ~ ~ 2 3 4 5 6 ' 8 9 10 ll 12 13 14 15 ~ l~ 17 18 19 20 21 22 23 24 25 ,. 26 27 28 29 30 31 32 . "A-2" Section 6. This approval is expressly conditioned upon the performance of each of the following conditions: (a) Payment of annexation fees for 1,535 acres at a rate of $1,394.00 per acre for a total of $2,139,790.00: (b) Execution of an agreement between District, The Irvine Company and Irvine Ranch Water District providing for the deferral of a portion of annexation fees for 1,907 acres of undeveloped property within the annexed territory, and providing further for the immediate payment of additional annexation fees for said area in the event of transfer of interest from The Irvine Company to any other person, entity, or ·agency: and . (c) In the event any portion of the territory to be annexed hereunder, is subsequently annexed or requested by Irvine, or its successor, to be annexed to any incorporated city, other than the City of Newport Beach, Irvine or its successor shall concurrently therewith request an:initiation proceeding with the Local Agency Formation Corranissi~n of orange County for deannexation or detachment of the same territory from District. Irvine and its successors shall further agree to consent to and file no objections or protests to such deannexation/detachment proceedings. Section 7. That request is hereby made that such proceedings as required by law be taken to complete this annexation. PASSED AND ADOPTED at a regular meeting held --~----~--~- 1976. -2- AGENDA ITEM #4 -DISTRICT 5 "B" RESOLUTION NOo 76-177-5 APPROVING AGREEMENT WITH TiiE IRVINE COMPANY AND IRVINE RANCH WATER DISTRICT RE ANNEXATION OF DOWN-COAST AREA TO DISTRICT I A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA, ESTABLISHING CONDITIONS AND APPROVING AGREEMENT WITH THE IRVINE COMPANY AND IRVINE RANCH WATER DISTRICT RE ANNEXATION OF DOWN-COAST AREA TO THE DISTRICT * ~ * * * * * * * * * WHEREAS, District No. 5 has authorized the initiation of annexation , proceedings subject to _certain conditions; and, WHEREAS, in accordance witq the conditions of approval of said annexation, an agreement has been prepared by and between the DISTRICT, THE IRVINE COMPANY, and IRVINE RANCH WATER DISTRICT; and, WHEREAS, the District has determined that the agreement as submitted is in the best interest of the District. NOW, THEREFORE, the Board of Directors of County Sanitation District No. 5 of Orange County, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. That the certain agreement attached hereto as Exhibit "A" is hereby approved; and, Section 2. That the Chairman and Secretary of the District be and are hereby authorized and directed to execute said agreement on behalf of the District. .. AGENDA ITEM #5 · -DI STITT CT 5 "B" l 2 3 4 5 6 ·rr ~ '8 ·9 .. ·10 -11 12 :L3 ,14 ~15 ~16 . .l. 7 . ."18 ... ,'/19 .20 .. •.! .2i.- ..... . .. · '. --22 AGREEMENT ... THIS AGREEMENT is made and entered into this ---day of , 1976, by and between: ~----------------------- COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA, hereinafter ·referred to as "District" ; THE IRVINE COMPANY, . -a West Virginia corporation, hereinafter re£erred to .as "Irvine" ; and IRVINE ~CH WATER.DISTRICT, herein- .after ·referred to as ~'IRWD" • WHEREAS, in accordance ·with -applicable ·provisions of law·· . . and·the resolutions and policies of District, Irvine bas ·filed :an .application to annex certain real :_properties to ~istr~ct £or purposes .of ·receiving ·sewer services :for ·.said properties; and WHEREAS, Irvine has £iled application:with the orange ~ .. County Local Agency-Formation Commission for·-approval of the\ ·· .. , . ' ~ .. ' . . ·. .. annexation to District;· and ~' ·: • 1 l ••. ·, ... · . • 1.-. .·. · · ... . WHEREAS,._ .. Irvine ·proposes t6 ~ an~e~ .. 3 ;_,~:~'2 : ... ~~re·s·~ of" ~land ~ '. ·_· ~-; : . '· ··-: . •. . . . . . _· .... ' .... : . . .. . . . -(here_inafter referred. to as "Territory") to .. District;. and • .... , 4 .·;<·.; .. WHEREAS, ·the plan proposed by-Irvine for the "Territory\ • . ·23 ·attached as Exhibit "C" provides (formerly presently-approved ·24· -. plans) for development for urban land use of (formerly for land 26, 27 28 .. ·29 .;· ... :-~~,t;._ :.: . . .' ··.-. ·.· ·' ... 30 : ..• · i : ~-. ·31· ·.,·.·.·~~2 ·.·use '·d~yel~~ment: pro~ide .for) a maximum of 1, 535 acres,. ;,(deTI.~tee '··~: ••. -"'·:---:. ··'!';. ... '\•~.~ .... ·: ... ~·-. _: .. :-:= .. "''.: ~·~~-. ·. •. --~. -.:"'~ ~ -.· • . ~. .. ' ·:-· •• . t;o~be··~.d~-~~lbp~d~::\l:Witp.sche .. rernai~ing i; 90J ·~~res". to' be: kept . :." . ; .. , -~.. . . ;~ ·. :~·. . ;" ·. . . ; . .' . . ' ... \ ... ·: ~. .. . . ,· -· . . ' . ; ; :. . ~ :' . (de.le,te ·.in:ta_ct as n.at~ral_) in conservation and open space· uses . . . -. -.~ ... .. (added the · word .uses) ·; · and · .· · · •. ,_.-•, •' • • o .•I ; ...... .• . :-_.;WHEREAS, Irvin~. ~as ·propos~d to :inunediately ·pay· all .current ·.-:::~· ... ~,·~·.~->-.-~~'.'.~:>-<' .. ~-. ...:.,;·~{:~·~.2-i·:._ ... -.. /:· :~ ............ ~, -_,~;·:i·.;.:\~~·: .. :;:i.;.:·.:-:: .. :~--~.--'·,~-;..: .. ·. '.' ...... \;·:. 1'.' .. :· . . ,·~nnexa:tion :.charges. for .. the· (delete land to .. be. developed) . urban ) ''.~--~f.~·{".:.-:,;;~·;-.::··,, ·. ·t~ .. ;· ... ·.::i:f·.~"··:.· .. '· .. >:. ;~-.~ .. >-;. . .. ~:····~ .. -.· ... ,;· '· '.·; ..... : <:.·: ·., .. · ·.;: la"nd use·area and't6~request a deferral"of.the. annexation. f • -. j • · .. .: -• ~ ";-· , .~ •• r:": .. · · •• ' • ""'.-:· .-• ~' + ,· , -• ·' • • • ·-. .charges· ·for: the· 1,·907 ·acres ·af (conservation and) open. space; and .. ,-. . .. ... . . ... . . . '. . ~... . . .: . - ''. ..... 1 2 3 4 ·5 6 ~ -a 9 ·10 -11 12 1:3 14 .·-:i5 ."16 17 -is 19 20 . 21 . 22 . ' I 23 " 24 ·. ·. 25 .._... . 26 .27· . 28 .. .29 ·30 .. ~l ·'.32 WHEREAS, District has determined that annexation of the "Territory" to District can only be in the best interests of the other property owners and taxpayers of the District if the organization and directorship of the District remains intact as presently constituted; and WHEREAS, District, Irvine and IRWD have .each undertaken studies ±o determine the £easibility and desirability of .annexing ·said "Territory" ·to District; and WHEREAS, it has been determined by District, Irvine and ·IRWD·that .it ·is necessary ·to execute 4n agreement pertaining to the respective rights, duties and.obligations, both·presently -and prospectively, of each of ·tbe parties "hereto. NOW, THEREF0RE, in consideration of ·the mutual promises .and. covenants herein contained, the parties hereto agree as ·follows: ~ .1. 1rvine .and IRWD ·shall canply with -all .provisions of Resolution No. 75-15-5 of District pertaining to the annexation policy of the District. 2. District·agrees that·as·to the .3, 442 acres of area :~equested to .·be annexed.by ·Irvine, and wh~ch .is :more. particularly (delete ·.shown on. th~ ~~I/ a~ta·~~eci ~~-~~~~ ~'~;. descdb~d-;and .. " ·.delineated on Exhibit "A" (insert and Exhibit "B" attached hereto) and incorporated herein by reference, District·will · (delete initiate) pursus annexation proceedings, seek approval by the orange county Local Agency Formation Corrunission · .... ,:. ,·' . . .. .... tlie~~~fter d~,li~e~~~y :'?U~-~ue all other proceedings and and pro- ·cedures .to cornp~etion.'-. . . ·. · · . ' .. 3·. . IRWD may ·provide. 'local sewers and facilities within .. -. ·the "Ter~ito.ry~· .in ~rder·.-.~o .provide se~vice :to _the~-d~velopetr:~· ' . . ' . . " :~'. .' '. ; ' . . ~·.· . : • ·. _: . . i ~ .... ·:... • " . : . " . . . . . . . . . . < : . . ' : . . . . . ·areas·· ·.(added and may "connect· said facilities "to :nistrict • s . ~ :..· ... .=' .~.>:.<; ·.{'::·/~~.--<··.~:: . -~ : " .. ·:~ -: :. ;~ · .. ·~ :·' · .. ·. ,.'. -·.. ~.'. .:·.· .... '., ... :;. ' .. ·ma·ster··plan ·sewerage facilities~ .. · .. :.". · L .. "'·' -.. ·-.··,· ~ • ., . . .. , , ;:·, .. >~·-~-4~ .. ~.·: IRWD ·~nd ·irvine acknowledge that District was created I ... •· .. ,. ' ', . ..., . . .. ·. ~ . . .. .. . .. •· ... : - ·-.:-.. ·, .; . l and exists pursuant to the county sanitation District Act 2 (Califonnia Health and Safety Code Sections 4700 et~.). . . 5. IRWD .and Irvine acknowledge that IRWD is not a sanitary 4 district .as that term is defined and .intended .by the County 5 sanitation District Act and therefore is .. not entitled to select -6 ::end appoint ·.a ·member ··to the governing board :of District as 7 ·prescribed .by ·:said .Act .(section -4730). 6. ~(Delete :::Irvine .shall -concurrently with the execution 9 .of ±his .Agreement .nr on the) Within ·ninety ( 90) days .of 10 ·the ·date of (delete :final approval :of) .District '-.-s action order- . ll .,im .said .annexation, (delete whichever ·is later) .Irvine shall 12 .pay A ";;/'::;::/::,~~ ti.on .-fees :in ·±he ·s um ·0£ ·'.TWo ·Mi Ilion, :.1"3 one "Hundred ·''Thi·rty-Nine ·Thousand, Seven liundred .Ninety and 14 00/100 ~($2, 139,-790_ 00) Dollars . .These fees are .. payable on ::J.5 ·the basis ·of :the current .rate o f one Thousand, .'Three ·Hundred :J.-6 Nin ~ty-F our :and .00/lOO ($1, 394.00) .Dollars ·per acre for .the .l? .18 ' .·19 .20 • • ..·1 .. l,·535 acres propose?·. to .b e ·a e veloped . ~i thin ·the annexation ~territ o ry.~.. · ... ·· · ...... ·~ .... ~·: ·· ~ · · · .. · ' r ; : , • , ,· •• ,. ··: ·~ • •, • , • • • • -~ ~ • • • ' .• • • :: •• ~ :-:· , .. , • , ",,, • ' 7. ·Annexation ·fee s that ·WO~ld j)e .due ·:for ':the l~ .. :907 acres · · .-·· '~:.~. . .. . .~ .. . . ·...:. .. ·-~~-. . . -i~::: __ .. -. ,~_:_.~ ·;· ';_··--~-i ~~-,-·,.,.· -· .. · -~: .:.:·~~ ... ·_. _.:. of annexed territory .~that will r ·ema·in ... (delete -Funde vel o p e d) iri .· . · ... -~ ... ·-.. :-' .. "·.-. ·; :_:.. '. _.-· :.: -: .. :·. --~---: _.:. __ · ..... : ..... ~-·: -.. '.>) .· ... ,-.;-_: .'. ;.'::_.· ~ · .. c o nservation .and ope n spac e ·,use -.shall .~be_·.~e f erred unti':).. . suc_h .•· "I' I,. ' (•1 1 . :··;time .or .. upon oc~urr e nce of s 'uch e vents as provided below •. . · ' .·· ::23 . ' 8 . In -the eve nt Irvine g e ts furthe _r approval from the . · ... ·-"':'"'· ·. ·~ .. 24 . ' ... '. • .. t j .f. _.:~~·-·1';:._<···.? .. ' ·--·· .. ... . . ' . .-c o unty _ of orange or other gove rning agency to ·develop . . . ~ . . ' .'. ', • ~ ~ r ": .. ' , , : I . , .-~ .--·~:."(a-dd . fo'~ urb~n use)' portions of ·.the ,annexe d territory , in e x c e ss . • ',·:.~"~::.·· __ ~.~-·~--: ~.z ',:·~~·.>·~.;,.\~.i-;. :. ... :/;·;..:~F./~~::!)'.---~~i.' :,-{ .. -,.>.--~:': •'.·'' o .. -.. _ .. :.·· :-'>~ O ~'; • .. ,.' 0 ( ·--~-~'"-.~ i ;. ,.:/ ~-~-,,'-:·~ ;';~ •. )• OLO" • O -~ ~-··{ 'O o'• ', o : of. :(de "l e t e ~th e )'::t;'·535 "·acres, '.:·anne xation· -fe e s of· the ·.District -·~-. :';(• ... '·:··~-:-.·:/·:_::.:_.' .., . ..,\-'.'/·z,:."·:~ ;'-._-:.,·:.; ,'.;:·~ .. · ~-.......... : .... :··: .· .. ~.:-.· ... .. " -... . ~-then in ::'fo rce .. shall ~b~come·· due · a nd . payable ·prior to any conne _c- .. ' ·..:. •/":'.. -~".' .;, :·_:. ' ... !·, -~~ ~'_ .. •• ,1 "~ ..... _ ·.~·. ~ • :·-;. .,. • ·:-~. , " ·:-..... ;, ._:;~·~~:n·>-t o:.'.:~~~·.·~-~,~~~~~~ ·,·~ .. ?~~t_e_~· ... ~; ,·, .·· ... : ... · ·• ... ." .. ·:· :: .. ··,//-·,:·i · .. ·\i;· .·.': ~-.. <~-~:f :·_, .. ::, ·. -:t·; ·9. ,:· ''{Delete .. B ase d :upon e xi s t i'ng ._approvals· of ·land .use by.· .. -i~~·.r4 ;:\~·f.~:_ .. .::~ +.ll:-;;"~ .. ·-~-; ·i ~~~ ,~<~~:!.=~-,-:· '~;t>:_:·~r~~ ... :.: ~:.--~·-·:-,'./"""· J ~-.._/ ... · . .-... :; . :-;.~ ... : .-:-.... -->,· :..~.-... · ... ·_,_·_~ the :county ··of · Orang·e ··J ''·>It is ."c o nte mplated ··that _".Irvine .(delete ·. : y·~. :"\:. '.;~.--.-<-..'.'/.:{·:.: ">: ·:;l:-_t~.~/~ -~: · .. ·,~,·: : > .. _ ...... :. '.: ;'. ·" _.. ;·~ '; :> "· ~ .l/ ;> ·-~ .··t. ··?:~~: . '.....' •. ·, .... ", .;t ·;-;"· .':. >wiTl).~_de velop the .l,535 acres ·in ·those _de·s _ignated areas \, !."::(.;·,:~'.>··~~·-:·:.< .".'·~:..:·· ..... '..~ ·.-:-.'.···--.~~ . .-.. ~:-..... <': . ·.!'·. ,_·: •. -~·:;·. ·~·~-.; .. :.:: ::.~--:.'· .. --:shown on the map attache d 'hereto as .Exhibit :c.:,: •. '.Howe ver ;','-·. ,, . . ... . . . . -.. ... .,.., . , . . ~ ~-. -", ,! . ~ . ... ,,. ... . . ·· ... ,.. .... ' . '. ' .. '._.,. I\' ,,,, • ~ 111 • • \ • -, . ~ . -·-----~----·-:------·-.~-·--.. : . . . .... " : .. . ' ...... .: i'· .. . · ... . . ;. . ·-3- ~ . . -. -.. . . . ..... .. ·'-. ..... ·: '":. t' •; -._ ,• 27 28 ·29 . ' -•. ~ : ·: 1 . ' . .," 30 32 it is acknowledged that the precise boundaries of the proposed -areag--uf -development are not known~and therefore =ser-ve --only-as~ - a guide. -.. 10. In recognition of the provisions of Paragraph 9 above, the parties agree that Irvine can develop any portions of the annexed territory·up·to a total of 1,535 acres·without being required ·to pay District .-additional annexation fees • . 11. . District -shall maintain books of account for the annexed territory·giving,a credit against the (delete annexa- :tion £ees paid) 1,535 acres of urban use.for wbik.h annexation -fees have been ·.paid .pursuant -to this Agreement for each portion -of the territory-{delete -to be) developed-~add -for ·urban use). Irvine therefore ·agrees -to su~mit·a wrftten request for credit of annexation "'fees paid with all_ development pla~s ··£or '."rerritory" ·to-District, prior ·to filing any ~add Final) Tract or · Map .QI parcel .map (delete/precise plan), for approval to the respective governing agency .. If Irvine ·fails to submit said plans_ to.District, .no credit· against the fees paid hereunder need .be allow~d ;by Distric't .and ·the then current· annexation fees shall apply. and be p~yable prior· to a~y ·conne.cti;n ·to the District system. 12. Notwithstanding the provisions of Paragraphs 13 and 14 below, Irvine shall have the right to transfer portions of its ·properties within the proposed l, 535 acres for development, · . "to a: .differen't. owner without transferring . the credit for 'payment ·. : 'of annexation .·f~es -~ade here~nder. ·It is the intent of· the -· ; ' --! ; ...., ::· .·/·.'-"' ·:. . ._'.-.• "' • •. -;. .., . -. . . r • part.ies-.hereby .. to ailow :rrvine .to determine whether to ·retain-> . I, 4 the cr~dit _;for.anne~at{on. fees· paid for possible later a~pli~atio ~ • . . j ' j 'I J ;.· ~ •• ". -or to transfer·_ .lt ·with -the ·proper:ty to-a new owner •. ·_ •. ·· . _ . . . ·, ,.· . .. . ; . :.: . ~. ~' ... 1-·: ' ·:· ""." -. -.. : . : . -J ' -. • : .. _. ... :..·_ .: .... ' • • • • • .. ~ -: .· !. ~'.'.:_,~~--~.·_>'.In ·th_e e~ent ·~rvine transfers -~ts.· ow?~rship ~·inte~~sts . .-, : : • I : ~ • ~ :· ,-~ .... •• ~ ' -.. • • l : 0 • 0 ,. 00 .-.# • • • • '· • ~ •• · .. ,in ·any"portion of the-_ ,1, 907 ·acres designated hereunder as • ; •• ... • : • 1' ... ,. ·., ':.. !' • •' ; • •• 1 ' ~ • • : .• '• : .. t ;·i undeve~_oped properties _t~ the county of orange or a special " -4- ·---~--~~-~ _ _.. _______ . . . J. .... .... l District ·within the County or to a city or a similar local 2 agency for park or open space uses that do not require (add 5 significant) additional sewer service,· the annexation fees 4 otherwise due for that portion of the "Territory" (delete 5 shall) may continue ·to be deferred (add at .District's discre- 6 -ti on) .. in accordance with the terms :and conditions Df this ·-7 Agre.ement. .If ·the ·transfer is for .a ·use requiring (add 8 . 9 '10 11 12 13 .14 '~· .. -"-18 ' .' I ' . . . ) ' ~: ":f· . : 21 . . '. . f. ·' ,« I •. . ·~ :·_ ·; ': 22 ". . .· .. > '.~;3J ~ • ".l ., ·~. • ' significant) additional sewe ( 6..,s jt'~~~~ .annexation £ees shall .become due and .payabli'-upon ·transfe{ to the agen~y . · 14 . In the -event Irvine :transfers .its ·owner.ship interest in any -portion ·of .the .l, .907 -acres designated hereunder as (delete undeveloped ·properties) conservation ·a.nd :open .space :areas to .a State or -.Federal :agency ::or .aQy :private ·person :or :entity :for :any ·use or :purpose whatsoever, the annex ation fees of District .-then in :force ··.Shall become due ,and :payable either on the date .of ;transfer ,or the date or commencement of development, which- ~ever occurs first. To secure ;compliance with .'the .provisions ·of . . ~· . . . . . . . . .. ' th i s .·Pa~agraphf , . .Irv.~n ~ agree·s <:to ... ~dyise >)i ~tri~t _·in '.".'z:_i t i~g ~' .. · ... ......... ~~.· ...... · ···..:.:· ..... :·=-·.·-.~~-::.... .:,.~:·~ .... :···:--;:.·:· .·~_:.··_·';··!; "~, ......... ,· ... ~-~ . ' ... J · •... ••• .: ;, ,_~\,, .,_ not "less .. than twe_nty (20) ~days ·prior .. to any .contemplated transfer .. . .. -::. ···:\ ' .. ·:,\··.,:-:·. ;.: : .......... ·.'~·· ~·-~-:! .. ·» ·~· .. : ..... : _· .... >~-........ :·;:·. ·.· .,· .: .. · .. ~ ~ ... ,·:: ·.~.: .;·.-..,: '• . "Of ownership ·or dnterest 'of ·the expected :_date · of ... transfer,· 't-he -:· .. -~ : .. ~-~ ~ .:··~ .. !·.·~ .. ; ... -.. ~:;·-. ·_.·~{ .• ·:":~;:. ·\~~---~ ··::~·-::<:·;.~·f~·:·f :.~;~,··~·,;~'_.~-~·~ .... name and address :of .'the ·proposed ·transferee'"·and . the anticipated . . . ~ . . ~ : ' . . . , . _use . of the pr?perty., .Irvine hereby further .agrees that not- ·Wi thstanding any agree~ent ·between itself and its ··proposed ) . •, .• .·'.t.ransferee?, · i't shall be respo nsible for the payment :.0f fees due :~_ .. •~·': ,~, ,..~,· -' .. • ~ .; • •' ,1. :j,:.. , , I '• ,, ' t :'.;~·s ·~_resuit ··'of .:sa l.d .itransfer and the pro v.isions ~·~f '.th':i..s ,. '.,j,. ... <':.~~;~~'~~'~{~if f :f:1.~:~t~i;f ;t~':;~': ?\(_'. / ; ••. : . ·. '· ; ?:: • :' /L }; N : ;· ~; ~· :;)~~~;".; : .~ ~; .•. ·. :·: .. · .~.;:-;;, :~~:-~~\.; ~·r<~~~ :'.~~~~~~,:Ir v\~~ :}~e~s .. t~ .. a~~e,~i·a,n~ :·~·ort_i .q~ ... ~~. ::t~e · f _ ... ; ! • · •: "• I ':~ ••; I ;,..--., '-; • ~" i • , . , • ~ ,_-, . t.'• •, • • • • l ' • '1 ~ , " · ~ ',, · : , ".Territory''. /included within'..this Agreement .. to "any incorpor a ted " -· --~~ .-':'!:::~-~ :~.:.~>-·.;;~ ·;; ~ :'_.~ ... ~~: . .-~.~~:r~·)·:~·· .. ~;~~··"·~~ ... :· .... :·:.-_: .... >· •. ·.:\. ·· .... -... •• ,i,:· ~· .-..;"·::~.~ .·~·.· ......... <.:;~:. ;-.,-~:t .·i ... ;· ~; :_~:~~· ... -~~·· :\ _:city other .-than .. the:··city .. of ·:Newport Beach; :;.i't,.will ·concurrently ·" ··-~~ :;~-:·!, :"t 1'. ,;t.; <':.-. ,~. · -·;.. ~:: ;: .;. ":·._.'t,./ :.~ .:··)·:.~~,;.: ~-.·:t .;. ' .:'.-...... >-:1 ~·-~,~~·'.:~ iF;·>:~(\ .-.. : :;, :"~;:_ ·_. · . ·. / \• Y \ .' . ';··,tbe.r~~~~b t.J add · support"Distri·ct's} .:.petit:ion ·t _o ;the Orange _"'··,:>· ... -~!~·~.~~~J -~·::~\~-~~~~·~'-;~?·,.~=. ·~.1.; .... >·~·.'~·~.··· · .. _.. 1,, ••• • ·: ..• ". \'·:~· .·~. -~. ~··. --~.'.. ... ·.:··.,_ .,,-:··· ·:· • ... ·county · Local Agency :.Format'ion Commission ·or .its· successor for < "· .. !:~:;~/\~:-..::•-:f,.:,~'I · .. ~-. .. '£~;)~·~ ... :,·.~~~ '; ' I " ' •·: • ,.~ •• ' ·~ ' . .. :<.·approv al', ·o~ deannexation ·and/or ·detachrrent from District of the ._; j ~-:--::-... ._-,:',;.~-.~·:.3~ .... '. ~~~ --" __.. :'.~,.. ·~; ---~.~·-r _,,,--.; ··-·---:·-· .... .,.> ... --.·-r <--·:~. -·;. ,---: ... ~·~.~_., ... _..-, ... " .. ~· ~ . . ... •. ~ •t . ••• • ·• • ... : .· . ·.· -.. . ' -~·. '•. -.· . . :; :. -.... ·- ' .. -5- . : •' . ,t ••• . . . .. . . . .. \. .. ... · · .... : .. ~ 1 2 3 4 5 .6 .,., 8 ·9 10 . 11 12 ·13 14 . 15 .16 17 18 19 20 21 22 '23 24' 25 :·25· ·27 28 29. · · ._::·:~·: :·/,: ":3o'-- . · .... ' ·,:. . . 31 .. 32 same territory that is requested to be annexed to the city. In furtherance thereof, Irvine and IRWD agree to execute any and all necessary documents to accomplish said deannexation/ detachment of such area from District. 16. Upon the concurrence of events as set forth in Paragraph .J.'S ·above and the completion of deannexation/detach- "ment proceedings ·£rom ·.District, JJistrict :shall inunediately ~ornrnence and .continue to provide sewer service to the same extend as received .while said territory was included within District. The specffci:c terms ·.and .. conditions of .providing such service shall be set £orth in.a written-agreement on the basis of sound .engineering practices and (delete -a ·financial . analysis of the ·.cost of proviaing ·such service) at the same per ·.unit service cost as the overall District . 17. _:::rn :the event Irvine .annexs or attempts ·to annex .Some portion of·:the "Territory" hereunder to a city, and fails .to (delete·initiate) support deannexation/detachrnent proceedings from pistrict ·concurrently there\\Tihn; oor files objections or :p .. rotest~ -thereto, District shall .be entitled to .. initiate pro- • • ... • f. • t '. . . · 'ce~dings in the superior _"Court of :f.he state -of :cal~fornia to_ obtain.necessary judicial orders to immediately ·insure perfor- mance of this Agreement. Irvine agrees to pay all reasonable ·attorneys' fees and court costs related to said proceedings. 18. -Any notice or instrument required to be given or de- ; .·. liver~d'.shall.be deposited in any United States Post Office, :, : registe~ed --~~--~~rtf.°fied--~·: .. ~os.tage prepaid,·. addressed to .the. ,•" . . . ' . parties hereto:as follows: I ' TO DISTRICT · :county sanitation Distri~ts of Orange · '.· County, California · .. :: .'. .. . ... -'".: .. . . ·:. ·· . 10844 Ellis Avenue,· P~O.-'.·Box ·8127 ·· :. ·<,?_~: !:_:,·:_ ;'.;, .. ;· .:;': '. . > :-P()untain valley, . c~~: ·:;. 9}.7~8 · · . ·--~:: · · TO IRVINE -· < 1', ·----. -.-. - The Irvine company· SSO:Newport Center Drive Newport Beach, Ca. 92660 -6- '' ... ' . ~. l 2 3 4 5 6 . 'l 8 9 ·10 . 11 12 13 14 15 16 .17 18 19 20 21 22 23 24 .. 25 ....,. . 26 27 28 . ~ . . ~ t. _·_ '. • .-·, .. ;.. : ... ~ ~ . ~ ~ ··J. ", 31. TO IRWD Irvine Ranch Water District P.O. BOX D-1 Irvine, ca. 92716 and shall be deemed to have -been received by the'party addressed at the expiration of 72 hours after deposit of same in the post office. l.9. If any portion of this Agreement is judiciallydde- termined to be .inval.id.or unenforceable, it is the intent and .declaration of ·.the ·parties hereto that all other provisions shall remain in £ull force and effect. / . , -·' . ' ~ " •• •• 6 '. " . /" ~ ·,: _. . -7- -. . .; ~·.; l,< .. ~-·=- . ·. ~ .. -:.-... '. ~ . .. ... . . ' ·--·· ....... -.,c '·--·. . .. COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA MINUTES OF ADJOURNED REGULAR MEETING September 21, 1976 -5:30 p.m. NEWPORT BEACH CITY HALL 3300 Newport Boulevard Newport Beach, California Pursuant to adjournment of the regular meeting held September 8, 1976, the Board of Directors of County Sanitation District No. 5 of Orange County, California, met in an adjourned regular meeting at the above hour and date, at the Newport Beach City Hall. The Chairman called the meeting to order at 5:30 p.m. The roll was called, and the Secretary reported a quorum present. DIRECTORS PRESENT: DIRECTORS ABSENT: STAFF MEMBERS PRESENT: OTHERS PRESENT: Donald Mc Innis (Chairman) and Ray Williams Thomas Riley Fred A. Harper, General Manager, J. Wayne Sylvester, Secretary, Ray Lewis Thomas L. Woodruff, General Counsel, Lloyd Coffelt and Mrs. Lloyd Coffelt, Gordon Jones, and Joanne Reynolds * * * * * * * * * * * Approving proposed agreement relative to Annexation No. 7 in concept The General Counsel reviewed a revised copy of the draft agreement proposed between The Irvine Company, the Irvine Ranch Water District (IRWD) and District No. 5 relative to conditions for annexation of approximately 3,430 acres of the down-coast area to the District. He reported that the original draft had been revised to reflect comments of the District Chairman and Directors, and representatives of the IRWD and The Irvine Company, and advised that the changes were not substantive in nature but involved only clarification of language for the most part~ The Board then entered into a lengthly discussion regarding the terms and condi- tions of the proposed agreement and annexation. The Directors expressed concern over certain provisions of the agreement and directed the General Counsel to further revise the draft for consideration by the Board at the next regular meeting. It was then moved, seconded and duly carried: That the third revised draft agreement between The Irvine Company, IRWD and District No. 5, establishing conditions relative to annexation of the down-coast area to the District, be approved in concept, subject to final approval by the parties to said agreement. ~ '#5 9/21/76 i Authorizing Initiation It was moved, seconded, and duly carried: of Proceedings re Annexation No. 7 That the Board of Directors adopt Resolu- tion No. 76-176-5, authorizing initia- tion of proceedings to annex approximately 3,430 acres of coastal terri- tory between Corona del Mar and Laguna Beach to the District (Proposed Annexation No: 7 -Irvine Coastal Area Annexation to County Sanitation District No. 5), and incorporating conditions therefor. Certified copy of this resolution is attached hereto and made a part of these minutes. Adjournment Moved, seconded, and duly carried: That this meeting of the Board of Directors of County Sanitation District No. 5 be adjourned. The Chairman then declared the meeting so adjourned at 6:35 p.m., September 21, 1976. ATTEST: Secretary of the Board of Directors County Sanitation District No. 5 of Orange County, California Chairman of the Board of Directors County Sanitation District No. 5 of Orange County, California -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 AGREEMENT -" Agenda Item No._v __ _ THIS AGREEMENT is made and entered into this day of ~~~~~~~~~~ , 1976, by and between: COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA, hereinafter referred to as "District"; THE IRVINE COMPANY, a West Virginia corporation, hereinafter referred to as "Irvine"; and IRVINE RANCH WATER DISTRICT, herein- after re.ferred to as "IRWD". W I T N E S S E T H : WHEREAS, in accordance with applicable provisions of law 14 and the resolutions and· policies of District, Irvine has filed 15 an application to annex certain real properties to District for 16 purposes of receiving sewer services for said properties; and 17 WHEREAS, Irvine has filed application with the Orange 18 County Local Agency Formation Commission for approval of the 21 22 23 24 25 26 27 28 29 30 31 32 annexation to District; and WHEREAS, Irvine proposes to annex 3,442 acres of land (hereinafter referred to as "Territory"} to District; and WHEREAS, presently-approved plans for land use development provide for a maximum of 1,535 acres to be developed with the remaining 1,907 acres to be kept intact as natural open space; and WHEREAS, Irvine has proposed to immediately pay all current annexation charges for the land to be 'developed and to request a deferral of the annexation charges for the 1,907 acres of open space; and WHEREAS, District has determined that .annexation of the "Territory" to District can only be in the best interests of the other property owners and taxpayers of the District if the 1 organization and directorship of the District remains intact as 2 presently constituted~ and 3 WHEREAS, District, Irvine and IRWD have each undertaken 4 studies to determine the feasibility and desirability of 5 annexing said "Territory" to District; and 6 WHEREAS, it has been determined by District, Irvine and 7 IRWD that it is necessary to execute an·agreement pertaining 8 to the respective rights, duties and obligations, both presently 9 and prospectively, of each of the parties hereto. 10 NOW, THEREFORE, in consideration of the mutual promises 11 and covenants herein contained, the parties hereto agree as 12 follows: 13 l. _ Irvine and IRWD shall comply with all provisions of 14 Re.solution No. 75-15-5 of District pertaining to the annexation 15 policy of the District. 16 2. District agrees that as to the 3,442 acres of area 17 requested to be annexed by Irvine, and which is more particularly 18 shown on the map attached hereto as Exhibit 11 A 11 , and incorporated 19 herein by reference, District will initiate annexation proceed- 20 ings, seek approval by the orange county Local Agency Formation 21 Commission and thereafter diligently pursue all other pro- 22 ceedings and procedures to completion. 23 24 25 26 3. IRWD may provide local sewers and facilities within the "Territory" in order to provide service to the developed areas. 4. IRWD and Irvine acknowledge that District was created 27 and exists pursuant to the county Sanitation District Act 28 (California Health and Safety Code sections 4700 et~.). 29 30 31 32 5. IRWD and Irvine acknowledge that IRWD is not a sanitary district as that term is defined and intended by the County Sanitation District Act and therefore is not entitled to select and appoint a member to the governing board of District -2- I· l as prescribed by said Act (Section 4730). 2 6. Irvine shall concurrently with the execution of this 3 Agreement or on the date of final approval of said annexation, 4 whichever is later, pay to District annexation fees in the 5 sum of TWo Million, one Hundred Thirty-Nine Thousand, Seven 6 Hundred Ninety and 00/100 ($2,139,790.00) Dollars. These fees 7 are payable on the basis of the current rate of one Thousand, 8 Three Hundred Ninety-Four and 00/100 ($1,394.00) Dollars per 9 acre for the 1,535 acres proposed to be developed within the 10 annexation territory. 11 7. Annexation fees that would be due for the 1,907 acres 12 of annexed territory that will remain undeveloped sh~ll be 13 deferred until such time or upon occurrence of such events 14 as provided below. 15 8. In the event Irvine gets further approval from the 16 County of orange or other governing agency to develop portions 17 of the annexed territory in excess of the 1,535 acres, annexa- 18 tion fees of the District then in force shall become due and 19 payable prior to any connection to the District's system. 20 9. Based upon existing approvals of land use by the County 21 of Orange, it is contemplated that Irvine will develop the 22 1,535 acres in those designated areas shown on the map attached 23 24 25 26 27 28 29 30 31 32 hereto as Exhibit 11 A 11 • However, it is acknowledged that the precise boundaries of the proposed areas of development are not known and therefore serve only as a guide. 10. In.recognition of the provisions of Paragraph 9 above, the parties agree that Irvine can develop any portions of the annexed territory up to a total of 1,535 acres without being required to pay District additional annexation fees. 11. District shall maintain books of account for the annexed territory giving a credit against the annexation fees paid pursuant to this Agreement for each portion of the territory -3- l .to be developed. Irvine therefore agrees to submit a written 2 request for credit of annexation fees paid with all development 3 plans for the "Territory" to District, prior to filing any 4 Tract Map, Parcel Map or precise plan, for approval to the 5 respective governing agency. If Irvine fails to submit said 6 plans to District, no credit against the fees paid hereunder 7 need be allowed by District and the then current annexation 8 fees shall apply and be payable prior to any connection to g the District system. 10 11 12 13 141 151 16 17 18 12. Notwithstanding the provisions of Paragraphs 13 and 14 below, Irvine shall have the right to transfer portions of its properties within the proposed 1,535 acres for development, to a differeat owner without transferring the credit for payment of annexation fees made hereunder. It is the intent of the parties hereby to allow Irvine to determine whether to retain the credit for annexation fees paid for possible later applica- tion or to transfer it with the property to a new owner. 13. In the event Irvine transfers its ownership interests 19 in any portion of the 1,907 acres designated hereunder as 20 u_ndeveloped properties to the county of orange or a special 21 District within the County or to a city or a similar local 22 agency for park or open space uses that do not require additional 23 sewer service, the annexation fees otherwise due for that por- 24 tion of the "Territory" shall continue to be deferred in accor- 25 dance with the terms and conditions of this Agreement. If the 26 transfer is for a use requiring additional sewer service, the 27 annexation fees shall become due and payable upon transfer to 28 the agency. 29 14. In the event Irvine transfers its ownership interest 30 in any portion of the 1,907 acres designated hereunder as 31 undeveloped properties to a State or Federal agency or any 32 private person or entity for any use or purpose whatsoever -4- ._._,,. l 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 29 30 31 32 the annexation fees of District then in force shall become due and payable either on the date of transfer or the date of commencement of development, whichever occurs first. To secure compliance with the provisions of this Paragraph, Irvine agrees to advise District in writing not less than twenty (20) days prior to any contemplated transfer of ownership or interest of the expected date of transfer, the name and address of the pro- posed transferee and the anticipated use of the property. Irvine hereby further agrees that notwithstanding any agreement between itself and its proposed transferee, it shall be responsible for the payment of fees due as a result of said transfer and the provisions of this Agreement. 15. In the event Irvine seeks to annex any portion of the· "Territory" included within this Agreement to any incorporated city other than the City of Newport Beach, it will concurrently therewith, petition the Orange County Local Agency Formation Commission or its successor for approval of deannexation and/or detachment from District of the same territory that is requested to be annexed to the city. In furtherance thereof, Irvine and IRWD agree to execute any and all necessary documents to accomplish said deannexation/detachment of such area from District. 16. Upon the occurrence of events as set forth in Paragraph 15 above and the completion of deannexation/detachment pro- ceedings from District, District shall immediately commence and continue to provide sewer service to the same extent as received while said territory was included within District. The specific terms and conditions of providing such -service --shall be set forth in a written agreement on the basis of sound engineering practices and a financial analysis of the cost of providing such service. -5- l 17. In the event Irvine annexs or attempts to annex some 2 portion of the "Territory" hereunder to a city, and fails to 3 initiate deannexation/detachrnent proceedings from District 4 concurrently therewith, or files objections or protests thereto, 5 District shall be entitled to initiate proceedings in the 6 Superior court of the state of California to obtain necessary 7 judicial orders to immediately insure performance of this Agree- 8 ment. Irvine agrees to pay all reasonable attorneys' fees 9 and court costs related to said proceedings. 10 18. Any not;ce or instrument required to be given or de- 11 livered shall be deposited in any United States Post Office, 12 registered or certified, postage prepaid, addressed to the 13 parties·· hereto as follows:. 14 15 16 17 18 19 20 ~, 22 23 24 25 26 27 28 29 30 31 32 TO DISTRICT TO IRVINE TO IRWD County sanitation Districts of Orange county, California 10844 Ellis Avenue, P.O. Box 8127 Fountain Valley, Ca. 92708 The Irvine Company 550 Newport Center Drive Newport Beach, Ca. 92660 Irvine Ranch Water District P.O. Box D-1 Irvine, Ca. 92716 and shall be deemed to have been received by the party addressed at the expiration of 72 hours after deposit of same in the post office. 19. If any provision of this Agreement is judicially deter- mined to be invalid or unenforceable, it is the intent and ceclaration of the parties hereto that all other provisions shall remain in full force and effect. (SEAL) (SEAL) ATTEST: APPROVED AS TO FORM: Thomas L. Woodruff General counsel IRVINE RANCH WATER DISTRICT By~~~~~~~~~~~~~~~~~---­ By~~~~~~~~~~~~~~~---- THE IRVINE COMPANY By~~~~~~~~~~~~~~~~~---­ By~~~~~~~~~~~~~~~~~~ COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA By~~~~~~~~~~~~~~~~­ By~~~~~~~~~~~~~~~~~---- -6- COUNTY SANITATION DISTRICTS OF ORANGE COUNTY, CALIFORNIA P. 0. BOX 8127, FOUNTAIN VALLEY, CALIFORNIA 92708 10844 ELLIS AVENUE (EUCLID OFF-RAMP. SAN DIEGO FREEWAY) September 16, 1976 NOTICE OF ADJOURNED REGULAR MEETING DISTRICT NO. 5 TUESDAYJ SEPTEMBER 211 1976 -5:30 P.M. NEWPORT BEACH CITY HALL 3300 NEWPORT BOULEVARD NEWPORT BEACHJ CALIFORNIA TELE PH ON ES: AREA CODE 714 540-2910 962-2411 Pursuant to adjournment of the regular meeting of September 8, 1976, the Board of Directors of County Sanitation District No. 5 will meet in an adjourned regular meeting at the above hour and date. The purpose of the meeting is to further consider terms of providing sewerage service by District No. 5 for the down~coast area. JWS:rb I . BOARDS OF DIRECTORS II County Sanitation Districts of Orange County, California (1) Roll Call DISTRICT No. .5 ADJOURNED REGULAR MEETING SEPTEMBER 21~ 1976 -5:30 P.M. NEWPORT BEACH CITY HALL Post Office Box 8127 10844 Ellis Avenue Fountain Volley, Calif., 92708 Telephones: Area Code 714 540-2910 . 962-2411 AGENDA (2) Report of General Counsel re proposed agreement with The Irvine Company and the Irvine Ranch Water District relative to conditions for annexation of the down-coast area to the District (3) Discussion re conditions of annexation (4) Consideration of Resolution No. 76-176-5, authorizing initiation of proceedings to anne x approximately 3,430 acres of coastal territory between Corona del Mar and Laguna Beach to the .District (Proposed Annexation No. 7 -Irvine Coastal Area Annexation to County Sanitation District No. 5), and incorporating conditions therefor See page "A" (5) Consideration of Resolution No. 76-177-5, establishing conditions and approving agreement with The Irvine Company and the Irvine Ranch Water District relative to annexation of the down-coast area to the District, in form approved by the General Counsel. See page "B" (Copy of agreement enclosed with agenda material) (6) Other business and communications, if any (7) Consideration of motion to adjourn 1 2 3 ' 5 a 7 8 9 ·10 11 -12 13 14 15 16 17 18 19 20 21 22 ·23 24 • 25 26 27 28 29 30 31 "A-1" 32 RESOLUTION NO. 76-176-S AUTHORIZING INITIATION OF PROCEEDINGS--ANNEXATION HO. 7 -IRVINE COASTAL AREA ANNEXATION • A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 5, OF ORANGE COUNTY, CALIFORNIA, AUTHORIZING THE INITIATION OF PROCEEDINGS TO AN!-."EX TERRITORY TO THE DISTRICT (ANNEXATION NO. 7) The Board of Directors of County sanitation District No. 5 of orange county, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: That an application for ann~xation of territory to itself be made to the Local Agency Formation Commission a~ follows: Section 1. That this proposal is made pursuant to Division l (District Reorganization Act of 1965) of Title 6 of the Govern- ·ment Code of the State of California: and Section 2. That this application is. ·for the purpose of annexing approximately 3,442 acres in the vicinity of corona del Mar and Laguna Beach commencing adjacent to the southerlY_ boundary of the City of Newport Beach as requested by The Irvine company, owner of said property; and Section·~3. That the territory to be annexed is ·~.ininhabited: and Section 4. That the designation assigned to the territory proposed to be annexed is "Irvine Coastal Area Annexation", the boundaries of which are more particularly described and delineated on· Exhibit "A" and Exhibit "B", attached hereto and by reference made a part bf this resolution; and section 5. That provisions for all fees required to be paid as a condition of ·the annexation must be satisfied prior to completion of annexation proceedings, together with the execution of the Agreement between The.Irvine company and Irvine Ranch water District; and II AGENDA ITEM #4 -DISTRICT 5 ~. "A-1" ~ 2 3 ' 5 6 '1 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ,. 26 27 28 29 30 31 32 . II A-2" Section 6. This approval is expressly conditioned upon the performance of each of the followinq conditions: (a) Payment of annexation fees for 1.535 acres at a rate of $1,394.00 per acre for a total of $2.139.790.00; (h) Execution of an agreement between District, The Irvine Company and Irvine Ranch Water District providing for the deferral of a portion of annexation fees for 1.907 acres of undeveloped property within the annexed territory, and providing further for the immediate payment of additional annexation fees for said area in the event of transfer of interest from The Irvine Company to any other person. entity, or ·agency; and . (c) In the event any portion of the territory to be annexed hereunder, is subsequently annexed or requested by Irvine, or its successor, to be annexed to any incorporated city, other than the city of Newport Beach, Irvine or its successor shall concurrently therewith request an:initiation proceeding with the Local Agency Formation Commission of orange county for deannexation or detachmen~ of the same territory from District. Irvine and its successors shall further agree to consent to and file no objections or protests to such deannexation/detaclunent proceedings. Section 7. That request is hereby made that such proceedings as required by law be taken to complete this annexation. PASSED AND ADOPTED at a regular meeting held -------- 1976. -2- AGENDA ITEM #4 -DISTRICT 5 '~.~-2" "B" ' RESOLUTION NOo 76-177-5 APPROVING AGREEMENT WITH TIIE IRVINE COMPANY AND· IRVINE RANCH WATER DISTRICT RE ANNEXATION OF DOWN-COAST AREA TO DISTRICT I A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY, CALIFORNIA, ESTABLISHING CONDITIONS AND APPROVING AGREEMENT WITH THE IRVINE COMPANY AND IRVINE RANCH WATER DISTRICT RE ANNEXATION OF DOWN-COAST AREA TO THE DISTRICT * * * * * * * * * * * WHEREAS, District No. S has authorized the initiation of annexation p.roceedings subject to certain conditions; and, WHEREAS, in accordance with the conditions of approval of said annexation, an agreement has been prepared by and between the DISTRICT, THE IRVINE COMPANY, and IRVINE RANCH WATER DISTRICT; and, WHEREAS, the District has determined that the agreement as submitted is in the best interest of the District. NOW, THEREFORE, the Board of Directors of County Sanitation District No. 5 of Orange County, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. That the certain agreement attached hereto as Exhibit "A" is hereby approved; and, Section 2. That the Chairman and Secretary of the District be and are hereby authorized and directed to execute said agreement on behalf of the District. AGENDA ITEM #5 -DISTRICT 5 "B" MEETING DATE September 2 1, 1976 TIME 5:30 p.m. DISTRICTS 5 ~~~~~~-- DI £TRICT 1 (EVANS) ......... GARTHE ...... _____ _ (EDGAR) ......... SHARP ••.••• ------DIED RIC H ••. _____ _ RIMA.······· ------ DISTRICT 2 foROOT) ......... WED AA ....••• _____ _ !HOLLI NDEt"L .•. SCO TT ....... _____ _ DI EDR !CH) ...... CLARK ..... .. GARTHE) ........ EVA NS ••.•••• ------ !WEDDLE) ........ FOX .......... ------ DE Jysus).. .... HOLT ......... == == == THOM .......... KAY WOO D ..... _____ _ . PERRY ...... . (HOYT) .......... SMITH ••••••• ------ !TIPTON) ........ WINN ........ __:_ == == WARD) .......... WOOD ....... . GRAHAM) ........ YOUNG ••••••• == == == DI STRICT 3 (WARD) .......... WOOD ••••.••• _____ _ (HOLLJNDEN) • · • · SVA LSTAD· .-. • _____ _ foR AY) • · · · • • · • • · BLAC KMAN···· --___ _ (WEDDLE)········ COOPER······ --______ -- (SYLVIA) ........ cox .... ···· .. ____ -- CULVER ··· ... ------ GAR THE) · .. · • • • · EVANS • • • .... --___ _ PRIEST) ........ FRESE · .... •• ____ -- THO M) .. · ...... · KAYWOOD .... • ____ --- LACAYO) ........ MAC LAIN ···· _____ _ DAVIS) ........ · MEYER ....... _____ _ OLSON • • · .. • • _____ _ DIEDRICH) ...... SCHMIT ...... _____ _ !WIEDER).·· .... • PA TTI NSON··· _____ _ YOUNG) .... · .. ·• STE VEN S· .. •· _____ _ MILLER ) ........ WEISHAUPT ... _____ _ DI STRICT 5 MC INNIS .... ~ ___ _ (DIEDRICH) ...... RILEY ....... -r ___ _ WILLIAMS ... ------ DISTRICT 6 RIMA ........ _____ _ RYCKOFF •.... _____ _ DIEDRICH··· _____ _ DISTRICT 7 (ED GAR ) ......... SALTARELLI . _____ _ BARRETT····· !SILLS) ......... BURTON ...... ====== DIEDRICH) ...... CLA RK ....... _____ _ EVANS)··· •• ••·• GARTHE • · · · · · _____ _ GLOCKNER···· (HOYT)· ...... ••· SM ITH ...... · == == == DISTRICT 11 (DIEDRICH) ...... SCHMIT ..... · _____ _ SHENKMAN .... _____ _ WIEDER ...... _____ _ DISTRICT 8 (DI EDR I CHL .... RI LEY ....... EDWARDS ...•. (JOHNSON) .•..... SWEENEY •.•.. JOI NT BOARDS BARR ETT· ..•.• (GRAY) ........... BLACKMA N .••• ---- lS I LL S) ....•..... BURTON ...••.• ---- DIEDRI CH) ...... CLARK ........ ---- WEDD LE ) .....•..• COOPER .•••••• == == SYLVIA) ......... COX .......... ___ _ CU LVER ....... ___ _ DIEDRICH •••• lGARTHEl ......... EVANS •.••.••• == == WEDDLE ••••.••.• FOX .....••••• ___ _ PR I EST •••• · ••••• FR ES E ••.••••• EVANS) .......... GARTHE. .••••• == == GLOCKNER •.•• lDE J[:SUSL ..... HOLT ......... == == THOM) .••.••••••• KAYWOOO ••••• LACAYOL •••...• MAC LAIN •••• ==== MC INNIS •••• (DAVIS) •.•••••••• MEYER ••.••••• == == OLSON ••.••••• (WIEDER ) •.••••.• PATTI NSON .•• == == PERRY........ __ (DIED RI CH) .••••. RILEY ..••.••• == __ RIMA •••••••.• ___ _ -RYC KO FF •.•.•. !ED GAR) •.•.•..... SALTAR ELLI •• ---- DIEDRICH) ...... SCHM IT ....... ==== HOLLI NDEN) •.... SCO TT ........ · EDGAR) .......... SHA RP .• ~ ..... == == SHENKMAN ..•. !HOYT) •••.••••... SMI TH ........ ---- YOUNG) •••••••••• STEVENS ..•... ---- HOLLI ND EN) •.•.. SVALSTAO. ...• ---- GROOT) .•••..•••• WED AA ••.....• (MILLER) ......... WE I SHA U PT ... == == WIEDER ....... _· __ _ WILLIAMS. •.•. ___ _ !TIPTONl. ••.• · .•. WI NN .••.••... WAR D) ........... WOOD ..••••.•• ==== GRAHAM) •. ; •••.• YOUNG ....•... ___ _ OTHERS ~ HARPER Ji SYLVESTER , LEW IS ~ vS CL ARKE \).. ~/~ : BROWN I°~. ()~P~I) ( 1J -I WOODRUFF HOHENER Jj /Jr HOWARD 'J(l J/ffo' HUNT KEITH KEN NE Y LYNCH MAD DOX MARTI NSO N PIER SAL L ST EVE NS TRAVERS