HomeMy WebLinkAboutCSDOC Resolution 1998 - 0018RESOLUTION NO.98-18
ACKNOWLEDGING APPROVAL OF DISTRICTS’
REORGANIZATION DC97-30 BY THE ORANGE COUNTY LOCAL
AGENCY FORMATION COMMISSION.ACCEPTING TERMS
THEREOF.AND APPROVING THE TRANSFER OF POWERS.
RIGHTS AND DUTIES TO THE NEWLY-CREATED DISTRICT,
INCLUDING APPROVAL OF ASSIGNMENT OF CONTRACTS.
AGREEMENTS.PERMITS AND OTHER OBLIGATIONS
A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF
COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,11,13,
AND 14 OF ORANGE COUNTY,CALIFORNIA
ACKNOWLEDGING THE FINAL APPROVAL OF DISTRICTS’
REORGANIZATION DC97-30 BY THE ORANGE COUNTY LOCAL
AGENCY FORMATION COMMISSION,ACCEPTING THE TERMS
OF ORANGE COUNTY LOCAL AGENCY FORMATION
COMMISSION RESOLUTION DC 97-30,AND APPROVING THE
TRANSFER OF ALL POWERS,RIGHTS,AND DUTIES OF
COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,11,13
AND 14 OF ORANGE COUNTY,CALIFORNIA TO THE NEWLY-
CREATED ORANGE COUNTY SANITATION DISTRICT,
INCLUDING THAT CERTAIN GENERAL ASSIGNMENT OF
CONTRACTS,AGREEMENTS,PERMITS AND OTHER
OBLIGATIONS
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WHEREAS,the Orange County Board of Supervisors,by approval on April 14,
1998 of County Resolution No.98-140,has ordered the consolidation of County
Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,
into a single new district,to be known as the Orange County Sanitation District;and,
WHEREAS,pursuant to Government Code Section 57500,the Orange County
Sanitation District succeeds to all of the powers,rights,duties,obligations,functions,
and properties of the Districts;and,
WHEREAS,the Districts,as the predecessor agencies,desire to acknowledge
the final approval of the consolidation,and transfer all rights,powers and duties of the
Districts to the Orange County Sanitation District,in accordance with state law and as
set forth herein;and,
641931 1
WHEREAS,the Districts desire to approve that certain general Assignment of
contracts transferring to the Orange County Sanitation District written and oral
contracts,licenses,permits,and other agreements,among other obligations;and,
NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.
1,2,3,5,6,7,11,13 and 14 of Orange County,California,
DO HEREBY RESOLVE,DETERMINE AND ORDER:
Section 1 That the Districts acknowledge,agree,and approve the action of
the Orange County Board of Supervisors adopting Resolution No.98-140,ordering the
consolidation of County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of
Orange County,California,into a single new District,to be known as the “Orange
County Sanitation District”,which Resolution is attached hereto as Exhibit “A”and
incorporated herein by reference.
Section 2 That the Districts hereby approve of:
A.The terms of Orange County Local Agency Formation Commission
Resolution DC97-30,approving the consolidation,which Resolution is attached hereto
as Exhibit “B”and incorporated herein by reference;and
B.The Assignment of contract,attached hereto as Exhibit “C”and
incorporated herein by reference.
Section 3 The Districts,individually and jointly,hereby transfer and assign all
of the powers,rights,duties,obligations,functions,and properties of the individual
Districts and those of the Joint Districts,to the Orange County Sanitation District.The
Orange County Sanitation District shall henceforth carry out the powers,rights,duties,
obligations,and functions of the Districts.
Section 4 The Orange County Sanitation District shall henceforth act,
pursuant to the Assignment,to receive all benefits,and undertake to perform all
existing obligations,whether by written or oral contract,license,permit,or other
document,instrument,or action of the Districts.
Section 5 Notwithstanding the effect of Government Code Section 57500 and
Assignment,the Districts hereby further order,transfer,grant,assign,and commit to
the Orange County Sanitation District,that it shall carry out aH oral or written contracts,
agreements,licenses,permits,applications,entitlements,awards,judgments,or other
forms of benefits or obligations existing by and between the Districts and any other
parties,governmental entities,agencies,or organizations,as of the date of this
Resolution;the same shall be performed as if entered into,granted,awarded,or
641931 2
executed directly by the Orange County Sanitation District upon a review and
determination that the same evidences a validly-existing benefit or obligation binding
upon or available to the Districts.
PASSED AND ADOPTED at a regular meeting held.June 24,1998.
Chairman,County Sa~nitat~on District
No.I of Orange County,California
(SIGNATURES CONTINUED ON PAGE 4)
Ct~ir~,an,County S~1ation District
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No’-5 of Orange Co~pIty,Ca~forr~iia Tn?’
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Chairman,Coupt(Sanitat~on District
No.7 of Oran~e County,California
-
Chairman,çSunty Sanitat~oc~~strict
No.11 of .brange County,California
(CONTINUATION OF SIGNATURES FROM PAGE 3)
Ch~imn~an,County San~tatio6JDistrict
No.~Jf Orange County,California
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Board Sectétary
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Chairman,County Sanftation District.
No.13 of Orange County,Ca~fornia-~-~-~
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84193j 4
STATE OF CALIFORNIA )
)SS.
COUNTYOF ORANGE )
I,PENNY M.KYLE~Secretary of the Boards of Directors of County Sanitation
Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,do hereby
certify that the foregoing Resolution No.98-18 was passed and adopted at a regular
meeting of said Boards on the 24th day of June,1998,by the following vote,to wit:
AYES:Steve Anderson;George Brown;John Collins;Barry Denes;
Shirley Dettloff;Harry M.Dotson;Bumie Dunlap;Norman Z.
Eckenrode;Jan Flory;John M.Gullixson;Patsy Marshall;Pat
McGuigan;Darryl G.Miller;Eva Minor-Bradford;Mark A.Murphy;
John E.Noyes;Arthur Perry;Anna L.Piercy;Margie L.Rice;
Thomas R.Saltarelli;Christina M.Shea;Todd Spitzer;William G.
Steiner;Dave Sullivan;Charles E.Sylvia;Bob Zemel
NOES:Mark Leyes
ABSENT:None
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.I on behalf of itself and Districts Nos.2,3,5,6,7,
11,13 and 14 of Orange County,California,this 24th day of June,1998.
7
fr~
Penny M.Ky~‘
Boards of Directors,Cdunty Sanitation
Districts Nos.1,2,3,5,6,7,11,13 and l4of
Orange County,California
H:\wp.dta~admIn\BS~FORMS~1 998%F12.1 8.doc
EXHIBIT “A”
1
2 RESOLUTION OF THE BOARD OF SUPERVISORS OF
3 ORANGE COUNTY,CALIFORNIA
4 April 14,1998
5 on motion of Supervisor Smith,duly seconded and carried,the following
6 Resolution was adopted:
7 WHEREAS.the proposed Consolidation and proposed amendment to the Spheres
8 of Influence of nine (9)separate,independent Districts,known as County Sanitation
g Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,into a single
10 District to be called the ‘Orange County Sanitation District’,designated as ‘Consolidation
~of County Sanitation Districts of Orange County Nos.1,2,3,5,8,7,11,13 and 14”(DC
12 97.30),was considered by the Local Agency Formation Commission of the County of
13 Orange and approved by 1.AFCO Resolution DC97-30 on February 11,1998;and
14 WHEREAS,the new Consolidated District is being created and organized pursuant
15 to the provisions of the County Sanitation District Act,California Health &Safety Code
16 Section4730.65;and
17 WHEREAS,County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14
18 encompassed a 470 square mile area in central,western,and northern Orange County,
19 including 23 of the 31 incorporated cities,providing service to approximately 2.2 million
20 people;and
21 WHEREAS,this conductiflg authority hearing has been duly noticed;and
22 WHEREAS,this conducting authority proceeding is being conducted pursuant to
23 the Cortese-Knox Local Government Reorganization Act,Division 3 of Title 5 of the
24 California Government Code;and
25 WHEREAS,the reasons for the change of organization are as set forth in the
26 1
Resolution No.98-140
Consolidation of Co..tdy Sanitation Di~i~s
of Orange County.California
BPD:ep
Application on file with the Local Agency Formation Commission;and
I
2 WHEREAS,the regular County assessment roll will be utilized;and
3 WHEREAS,the affected territory will be taxed for existing general bonded
4 indebtedness of any agency whose boundaries are changed;and
5 WHEREAS,the terms and conditions,as imposed by the Orange County Local
6 Agency Formation Commission,are set forth in its Resolution No.DC97-30,incorporated
~herein by reference as Attachment NA~to this Resolution.
8 NOW,THEREFORE,BE IT RESOLVED this Board does hereby find and
g determine as follows:
10 1.The foregoing recitals are true and correct;
ii 2.The Orange County Local Agency Formation Commission designated this
12 Board of Supervisors as the conducting authority and directed the Board of Supervisors
13 to conduct the proceedings for Consolidation of County Sanitation Districts Nos.1,;2,3,5
14 6,7,11,13 and 14 of Orange County,California,without an election,in compliance with
15 LAFCO Resolution DC97-30 and Government Code Sections 57000 et seq.and 56839.1
16 3.The value of written protests by registered voters within the Districts to be
17 consolidated,which have been filed and not withdrawn,is less than fifty (50%)percent of
18 the number of voters residing in the affected territory.
19 BE IT FURTHER RESOLVED that,acting as the conducting authority pursuant to
20 the Cortese-Knox Act and pursuant to direction from the Orange County Local Agency
21 Formation Commission,this Board does hereby order the Consolidation of County
~Sanitation Districts Nos.1,2,3,5,8,7,11,13 and 14 of Orange County,California,into;
23 new,single District,to be known as NOrange County Sanitation Districr,without an
24 election.
25
28 2
Resolution No.98.140
Coniolidation of County Sanitation Dl~iicta
of Orange County.California
BPO:ep
...Chairrnan of the Board of Supervisors
2
SIGNED AND CERTIFIED THAT A COPY
~OF THIS DOUCMENT HAS BEEN DELIVERED
TO THE CHAIRMAN OF THE BOARD
S
6
________________________________________
7
DARLENE J.BLOOM
Clerk of the Board of Supervisors
8 of Orange County California
9 AYES:SUPERVISORS CHARLES V.SMITH,TODD SPITZER,WILLIAM 0.STEINER.,
]
AND THOMAS W.WILSON
NOES:SUPERVISORS NONE
12 ABSENT:SUPERVISORS JAMES W.SILVA
13 STATE OF CALIFORNIA )
$5.
14 COUNTY OF ORANGE )
.15
I,DARLENE J.BLOOM,Clerk of the Board of Supervisors of Orange County,California,
16 hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Board
at the regular meeting thereof held on the I4*~~day of April,1998,and passed by a unanimous vote of
17 said Board members present
18 N WITNESS WHEREOF,I have hereunto set and and seal this 14th day of April,1998.
Clerk of the Board of Supervisors
21 of Orange County,California
22
23
24
25
26
27
28
3
EXHIBIT “B”DC97-30
RESOLUTION OF THE LOCAL AGENCY FORMATION COMMISSION
OF ORANGE COUNTY,CALIFORNIA
MAKING DETERMINATIONS AND APPROVING THE
AMENDMENTS TO THE SPHERES OF INFLUENCE OF THE ORANGE
COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,11,13,&14
AND THE
CONSOLIDATION OF COUNTY SANITATION DISTRICTS
NOS.1,2,3,5,6,7,11,13,&14
February 11,1998
On motion of Vice-chair Smith,duly seconded and carried,the following resolution was adopted:
WHEREAS,the proposed consolidation,and the proposed amendments to the spheres of
influence of Orange County sanitation districts,designated as “Consolidation of County Sanitation
Districts of the Orange County -Nos.1,2,3,5,6,7,11,13,&14”-(DC97-30),in the County of Orange
was heretofore filed with and accepted for filing on January 29,1998 by the Executive Officer of this
Local Agency Formation Commission pursuant to Title 5,Division 3,commencing with Section 56000
et seq of the Government Code;and
WHEREAS,the Executive Officer,pursuant to Government Code Section 56838 set February
11,1998 as the hearing date of this proposal;and
WHEREAS,the Executive Officer,pursuant to Government Code Section 56833 has reviewed
this proposal and prepared a report including her recommendation thereon,and has furnished a copy of
this report to each person entitled to a copy;and
WHEREAS,the proposal consists of the consolidation of nine separate districts jointly known
as the County Sanitation Districts of Orange County (CSDOC)into a single county sanitation district
called the Orange County Sanitation District;
WHEREAS,this Commission on February 11,1998 considered the proposal and the report of
the Executive Officer,and considered the factors determined by the Commission to be relevant to this
proposal,including,but not limited to,factors specified in Government Code Section 56841;and
WHEREAS,this Commission called for and held a public hearing on the proposal on February
11,1998,and at the hearing,this Commission heard and received all oral and written protests,objections
Resolution No.DC97-30 1
and evidence which were made,presented or filed,and all persons present were given an opportunity to
hear and be heard with respect to this proposal and the report of the Executive Officer;and
WHEREAS,the Executive Officer determined this proposal is exempt from CEQA under section
15320 of the State CEQA guidelines.
NOW,THEREFORE,the Local Agency Formation Commission of the County of Orange DOES
HEREBY RESOLVE,DETERMINE and ORDER as follows:
Section 1.The spheres of influence of County Sanitation Districts Nos..1,2,3,5,6,7,11,13,
and 14 are hereby amended to “zero”as the ftmctions of the districts are
consolidated.
Section 2.The sphere of influence of the Orange County Sanitation District encompassing
the previous spheres of influence of the County Sanitation Districts Nos.1,2,3,
5,6,7,11,13,and 14,is hereby established.
Section 3.A Statement of Determinations for the establishment of the sphere of influence for
the new district is attached to this resolution as Exhibit A and is hereby adopted.
Section 4.The proposal is subject to the following terms and conditions:
a)The nine separate districts known jointly as the County Sanitation Districts of
Orange County (“CSDOC”)shall be consolidated into one single County
Sanitation District pursuant to the County Sanitation District Act (California
Health &Safety Code Sections 4730 et seq.)and shall be named the Orange
County Sanitation District (“District”).G.C.~56844(v)](As used herein,
“CSDOC”refers to the nine Districts,bothjointly,singly and in any combination.)
b)As a result of consolidating,the nine existing districts shall be dissolved and be
reorganized as one consolidated District with one consolidated Board of Directors
under California Health &Safety Code Section 4730.65.At the time of
consolidation,the Board of Directors would include representatives from the
following jurisdictions:G.C.§56844(n)]
•County (1)-County of Orange Unincorporated Area
•Cities (21)
Anaheim Huntington Beach Placentia
Brea h-vine.Santa Ana
Buena Park La Habra Seal Beach
Resolution No.DC97-30 2
Cypress La Palma Stanton
Fountain Valley Los Alamitos Tustin
Fullerton Newport Beach Villa Park.
Garden Grove Orange Yorba Linda
Sanitary Districts (2)
Costa Mesa Sanitary District
Midway City Sanitary District
Water District (1)-Irvine Ranch Water District
c)Directors of District shall be compensated in accordance with applicable state law.
d)All system facilities shall be transferred from existing CSDOC to District as of the
effective date of consolidation in an “as-is”condition,without any payment or
repair obligation from CSDOC.G.C.~56844(k)(v)]
e)All lands,building,real and personal property,assets and appurtenances held by
CSDOC,as of the effective date of the consolidation,shall be transferred to
District.Such assets are enumerated in the CSDOC Comprehensive Annual
Financial Report for the year ending June 30,1997.G.C.§56844(b)]
f)District shall be designated as the successor to CSDOC and retain all of the rights,
duties and obligations of the former CSDOC with respect to enforcement,
performance or payment of any outstanding bonds,contracts or obligations of the
former CSDOC.G.C.§56844(m)]
g)All previously authorized charges,fees assessments and/or taxes currently in effect
by CSDOC shall be continued by District.G.C.§56844(t)]
h)The establishment of Special Zones within District,pursuant to California Health
&Safety Code Section 4850 et seq.,shall be effected on July 1,1998 and shall
collectively include any or all portions of the entire CSDOC service area and
individually include the specified areas as shown on the nine attached maps.The
existing rate schedules within each of the Special Zones shall continue as presently
in effect by each District within CSDOC until such time as amended by the
District’s Board of Directors.The annual sewer service charge can only be
amended by a vote of two-thirds of all members of the governing body.G.C.
§56844(e)]
Resolution No.DC97-30
i)All agreements by and between any two or more existing CSDOC’s,including but
not limited to:joint sewer ownership or use,construction or maintenance of
facilities,shall be terminated upon the effective date of the consolidation.The
termination of the agreements is appropriate in recognition of the new District
assuming full and exclusive ownership and authority over all rights,duties and
obligations of all existing CSDOC ‘s.
j)To the extent not inconsistent with the terms of the consolidation,and as necessary
to carry out the original intent,all contracts between the Irvine Ranch Water
District and one or more existing CSDOC’s,including those relating to ownership
of capacity rights in treatment,disposal and sewer facilities,shall be assigned to
District and remain in full force and effect.All contracts between County
Sanitation District No.14 and one or more CSDOC’s shall also be assigned to the
new District and remain in full force and effect.
k)CSDOC shall transfer any and all indebtedness and the obligation to levy taxes,
charges,assessments,or fees in order to make payment of said indebtedness to
District.G.C.§56844(c)]
1)CSDOC shall file a statement with LAFCO that the reorganization shall not
adversely affect or impair the status of any employee of CSDOC or District.As
of the effective date of this reorganization,all employees ofCSDOC shall become
employees of District.Rates of pay,accrued vacation and sick leave,vacation and
sick leave accrual rates,employee rights,insurance,retirement benefits,and all
other benefits and programs shall be transferred over to District at then-current
levels.Memoranda of Understanding in place under CSDOC shall be transferred
to the new District.G.C.§56844(1)]
m)Permits issued to CSDOC by any federal,state or local regulatory authority,shall
be transferred and assigned in full force and effect to District.District shall be
authorized to assume all rights,responsibilities and duties as contained within the
permits and to continue operations without interruption.Such permits shall
include but not be limited to:CSDOC’s National Pollution Discharge Elimination
System Permit,including a waiver for full secondary treatment pursuant to Section
Resolution No.DC97-30 4
30 1(h)of the Federal Clean Water Act,and all other air and land permits.G.C.
§56844(v)]
n)Permits issued by CSDOC shall be transferred and assigned in full force and effect
to District.District shall be authorized to assume all rights,responsibilities and
duties contained in said permits and in the laws authorizing the issuance of said
permits.Such permits shall include but not be limited to Sewer Connection
Permits and Industrial Wastewater Discharge Permits.G.C.§56844(c)]
o)District shall assume all existing contracts and obligations presently in full force
and effect with CSDOC and which have not otherwise been specifically referenced
herein.G.C.§56844(m)]
p)The effective date of this consolidation shall be July 1,1998.{G.C.§56844(p)]
Payment of State Board of Equalization fees.
r)The applicants agree to defend,hold harmless and indemnify LAFCO and/or its
agents,officers and employees from any claim,action or proceeding against
LAFCO and/or its agents,officers and employees to attack,set aside,void or annul
the approval of LAFCO concerning this proposal or any action relating to or
arising out of such approval when such action is brought within the applicable
statute of limitations.
Section 5.Said territory includes approximately 440 square miles and is found to be
inhabited.Said territory is found to be in the County of Orange and is assigned the
following distinctive short-form designation:“Consolidation of County Sanitation
Districts -Nos.1,2,3,5,6,7,11,13,&14”(DC97-30).
Section 6.The Board of Supervisors of Orange County is designated as the conducting
authority and is hereby directed to conduct further proceedings pursuant to
Government Code Sections 56839 (a)and 57081,and in compliance with this
resolution.
Section 7.The Executive Officer is hereby authorized and directed to mail certified copies
of this resolution as provided in Section 56853 of the Government Code.
AYES:COMMISSIONERS:STEINER,HERZOG,BORAN,AND HUNTLEY,AND
Resolution No.DC97-30 5
VICE-CHAIR SMITH,AND CHAIR BRESSETTE
NOES:NONE
ABSTAiNED:COMMISSIONER WITHERS
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I,DANA M.SMITH,Executive Officer of the Local Agency Formation Commission of Orange
County,California,hereby certify that the above and foregoing resolution was duly and regularly adopted
by said Commission at a regular meeting thereof,held on the 11th day of February,1998.
IN WITNESS WHEREOF,I have hereunto set my hand this 11th day of February,1998.
DANA M.SMITH
Executive Officer of the
Local Agency Formation Commi ion
By:~)a~
Dana M.Smith
F:\LAFCO~DC97-3O~Res.wpd
Resolution No.DC97-30 6
EXHIBIT “C”
ASSIGNMENT
THIS ASSIGNMENT OF CONTRACT,is made and entered into,to be effective this 1st day of July,1998,by
COUNTY SANITATION DISTRICT NO.I OF ORANGE COUNTY,CALIFORNIA.for itself and on behalf of County
Sanitation Districts Nos.2,3,5,6,7,11,13 and 14 of Orange County,California,hereinafter referred to as “Assignor”in
favor of ORANGE COUNTY SANITATION DISTRICT,hereinafter referred to as “Assignee”.
RECflALS
WHEREAS,each of the nine (9)independent Districts,comprising the Assignor,have entered into a Joint
Ownership,Operation and Construction Agreement,effective July 1,1985,to provide a Joint Administrative Organization
among the nine (9)Districts;and
WHEREAS,Assignor initiated a proposal requesting the Orange County Local Agency Formation Commission
(“LAFCO”)to approve a reorganization by consolidating the nine (9)existing County Sanitation Districts into a single
Sanitation District,to be known as the “Orange County Sanitation District”;and
WHEREAS,LAFCO has approved the consolidation by adoption of its Resolution No.DC 97-30,said
consolidation to be effective July 1,1998;and
WHEREAS,the effect of the consolidation is that each of the nine (9)existing Districts’powers will be
extinguished,and its existence terminated,and all of said powers will be exercised by the new,single consolidated
Sanitation District,and
WHEREAS,in connection with Assignor’s operation and management of its wastewater collection,treatment
and disposal facilities,the Assignor has entered into written and oral contracts,licenses,permits and other agreements
(including without limitation,all amendments and supplements thereto),hereinafter referenced as the “Contracts”);and
WHEREAS,the Contracts are between Assignor and various indMduals,businesses and other legal entities
(including but not limited to,governmental agencies,corporations,partnerships,and sole proprietorships),hereinafter
referenced as the “Contracting Parties”;and
WHEREAS,as a condition of the consolidation of the nine (9)existing Districts,the Districts,indMdually and
collectively,are required to enter into a comprehensive agreement providing for the transfer of all rights,duties,and
obligations of the existing Districts to the new consolidated District (the “Agreement”);and
WHEREAS,the assignment of Assignor’s rights in the Contracts,as more fully provided in this Assignment,is
a condition of the consolidation.
NOW,THEREFORE,Assignor agrees as follows:
Section 1 In order to induce the Assignee to execute the Agreement,and for other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the Assignor hereby assigns,sells,
conveys,and sets over unto Assignee,all of Assignor’s right,title,and interest in and to the Contracts more specifically
described in Exhibit “A”,attached hereto and incorporated herein by this reference,and all amendments,modifications,
supplements,general conditions,change orders,and addenda thereto,together with all present and future rights,
benefits and claims arising therefrom.All remedies available to the Assignor under the Contracts are hereby assigned to
Assignee.
Section 2 The Assignor represents,warrants,and covenants that (i)the Assignor is not in default in the
performance of its respective obligations under the Contracts,and all covenants,conditions,and agreements required of
Assignor have been performed as required therein;(ii)the Assignor has not sold,assigned,pledged,mortgaged,
transferred,or otherwise encumbered any of its right,title,or interest in or to any Contract,and (iii)the Assignor’s right,
title,and interest in and to the Contracts is not now subject to any lien,encumbrance,or security interest
Section 3 The Assignee shall have the right (and the Assignor hereby irrevocably constitutes and
appoints the Assignee as its attorney-in-fact to do so),at its option,and in the Assignee’s name to (i)demand,receive,
and enforce the Assignor’s rights under Contracts;(ii)make payments and give releases,receipts,and satisfactions
thereunder,(iii)modify or amend the Contracts;(iv)reassign all right,title,and interest in the Contracts;and (v)take all
TLW:pj.~159818:No.5O4/3OI98 I
other actions in respect of the Contracts,with the same force and effect as the Assignor could do if this Assignment
were not made.
Section 4 The Assignor agrees that it shall request that each Contracting Party execute and deliver to
the Assignee a Consent and Certification in the form set forth in Exhibit ‘B,attached hereto.
Section 5 The Assignor hereby irrevocably agrees and directs that each of the Contracting Parties
shall,upon demand and notice from the Assignee,render all performances under its respective Contract to the
Assignee,without liability on the part of the Contracting Party,for determining the propriety or validity of the Assignee’s
demand and notice.
Section 6 The provisions of this Assignment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
Section 7 If any provision under this Assignment shall be invalid,illegal,or unenforceable,it shall not
affect or impair the validity,legality,and enforceability of any other provision of this Assignment
Section 8 This Assignment may not be amended,modified,or changed,nor shall any waiver of any
provision hereof be effective,except by an instrument in writing and signed by the party against whom enforcement of
the waiver,amendment,change,modification or discharge is sought
Section 9 This Assignment shall be governed by and construed in accordance with and pursuant to
the laws of the State of California.
Section 10 This Assignment shall be effective July 1,1998,and provided that on or before said date,a
final order of consolidation has been approved and adopted by the conducting authority under the LAFCO proceedings,
and in accordance with the provisions of the Cortese-Knox Local Government Reorganization Act of 1985 (California
Government Code Sections 56000 et seq.).
IN WITNESS WHEREOF,Assignor has executed this Assignment as of the date set forth below.
Dated:_____________________COUNTY SANITATION DISTRICT NO.I OF ORANGE COUNTY,
CAUFORNIA,for itself and on behalf of County Sanitation Districts Nos.
2,3,5,6,7,11,13 and 14 of Orange County,California
By
Chairman,Board of Directors
By
Secretary,Board of Directors
APPROVED AS TO FORM:
THOMAS L.WOODRUFF
DISTRICT COUNSEL
By____________________
ACCEPTANCE
The above Assignment is hereby accepted.
Dated:July 1,1998 ORANGE COUNTY SANITATION DISTRICT
By
Chairman,Board of Directors
By
Secretary,Board of Directors
ThW:pJ159818:No.5O4~3t~98 2
Exhibit A
Identification of Joint Contracts
Wheelabrator Clean Water
Systems.Inc..Bio Gro Division Agreement to transport and manage biosolids
(04/26/95)
Burnham Benefits Insurance
Services Medical/Health Care Insurance Broker of
Record (01/01/97)
State of California.
DeDartment of Parks &Recreation Standard Agreement (Contract C9646021)re
Bolsa Chica State Beach (12/30/96)
Callan Associates.Inc Agreement for Investment Consulting
Services(05/24/95)
Chandler Liquid Asset
Management.Inc Investment Adviser Consulting Agreement
(05/24/95)
Chino Basin MuniciDal Water District Wastewater Interceptor Capacity Agreement
(04/12/72)
Assignment of Wastewater Treatment and
Disposal Agreement (10/16/74)
SAWPA Continuing Guarantee of Wastewater
Treatment and Disposal Agreement (07/24/96)
Council of Governments Joint Powers Agreement establishing the
Orange County Council of Governments
(07/24/96)
Eastern MuniciDal Water District SAWPA Continuing Guarantee of Wastewater
Treatment and Disposal Agreement (07/24/96)
SAWPA Amendment to Continuing Guarantee
of Wastewater Treatment and Disposal
Agreement (07/24/96)
Local Aaencv Investment Fund
City of Newport Beach Agreement for Operation of Green Acres
Project Intertie and Outfall Connection
(04/15/98)
County of OranQe Real Property Tax Allocation for New Service
Areas (03/14/84
800MHz Lease Agreement (03/98)
Oranae County Emølovees
Retirement System Agreement for Participation (12/04/76)
Memorandum of Understanding (10/05/95)
Early Retirement Incentive Agreement
(01/22/97)
Early Retirement Incentive Agreement
(01/28/98)
Oranae County Water District Agreement (08/09/72)
First Amended and Restated Agreement for
Utilization of Reclaimed Wastewater (06/09/93)
Second Amended and Restated Agreement for
Utilization of Reclaimed Wastewater (10/31/96)
License Agreement re Green Acres Pipeline
(06/19/85)
SAWPA Continuing Guarantee of Wastewater
Treatment and Disposal Agreement (07/24/96)
Basic Integrated Reuse Project Agreement
(08/28/96)
Cooperative Agreement for Project Planning
for Orange County Redamation Project
(02/26/97)
Agreement for Operation of Green Acres
Project lntertie and Outfall Connection
(04/15/98)
Pacific Enerav Resources Agreement for Purchase and Sale of Oil and
Gas Lease and Mineral Rights and Joint
Escrow Instructions (10/09/91)
Pacific Investment Management
ComDanv Investment Management Agreement
(09/01/95)
San Bernardino Valley Municipal
Water District SAWPA Continuing Guarantee of Wastewater
Treatment and Disposal Agreement (07/24/96)
Santa Ana Watershed Project
Authority Wastewater Treatment and Disposal
Agreement (04/12/72)
Assignment of Wastewater Treatment and
Disposal Agreement (04/12/72)
Wastewater Treatment and Disposal
Agreement (07/24/96)
Southern California Edison Interconnection Facilities Agreement —Plant
No.I (QFID No.1097)(02/24/89)
Interconnection Facilities Agreement —Plant
No.2 (QFID No.1098)(05/08/91)
Envest Proposal Development Agreement
(08/23/95)
Lighting Energy Savings Program (01/22/97)
Southern California Gas Company Gas Service Agreement (06/05/91)
Master Services Contract (04/29/93)
Professional Services Agreement re
Compressed Natural Gas Refueling Station,
Job No.P1-51 (01/24/96)
Western Municipal Water District SAWPA Continuing Guarantee of Wastewater
Treatment and Disposal Agreement (07/24/96)
SAWPA Amendment to Continuing Guarantee
of Wastewater Treatment and Disposal
Agreement (07/24/96)
EXHIBIT B
CONSENT AND CERTIFICATION
The undersigned (“Contracting Party)hereby consents to the assignment of that certain Contract dated
________________________
by and between County Sanitation District No.I of Orange County,California,for itself
and on behalf of County Sanitation Districts Nos.2,3,5,6,7,11,13 and 14 of Orange County,California (Asslgnor’),
and the Contracting Patty,which Contract was assigned by Assignor to the Orange County Sanitation District
CAsslgnee),by an Assignment to be effective July 1,1998 (“Assignmenr),to which reference is made for the definition
of capitalized terms not otherwise defined herein.
The Contracting Party agrees to diligently continue to provide the work,services,or goods as required under
the Contract in accordance with the terms thereof,for the benefit of Assignee.
Assignee,or its designee,may enforce the obligations of Contracting Party under the Contract,with the same
force and effect as if enforced by Assignor,and shall be obligated to perform the obligations of the Assignor~provided,
however,that in no event shall the Assignment otherwise obligate the Assignee to cure any default of the Assignor,
where the Assignor is otherwise entitled to non performance by law.
Contracting Party (Name Typed)
By______________
Authorized Representative
(Name Typed)
TLW:pJ159818:No.504130(98 4
EXHIBIT “C”
ASSIGNMENT
THIS ASSIGNMENT OF CONTRACT,is made and entered into,to be effective this 1St day of July,
1998,by COUNTY SANITATION DISTRICT NO.OF ORANGE COUNTY,CALIFORNIA,hereinafter
referred to as “Assignor”in favor of ORANGE COUNTY SANITATION DISTRICT,hereinafter referred to as
“Assignee”.
RECITALS
WHEREAS,Assignor initiated a proposal requesting the Orange County Local Agency Formation
Commission (‘LAFCO”)to approve a reorganization by consolidating the nine (9)existing County Sanitation
Districts Into a single Sanitation District,to be known as the “Orange County Sanitation District’;and
WHEREAS,LAFCO has approved the consolidation by adoption of its Resolution No.DC 97-30,said
consolidation to be effective July 1,1998;and
WHEREAS,the effect of the consolidation is that the existing District’s powers will be extinguished,
and its existence terminated,and all of said powers will be exercised by the new,single consolidated
Sanitation District;and
WHEREAS,in connection with Assignor’s operation and management of its wastewater collection,
treatment and disposal facilities,the Assignor has entered into written and oral contracts,licenses,permits
and other agreements (including without limitation,all amendments and supplements thereto),hereinafter
referenced as the ‘Contracts’);and
WHEREAS,the Contracts are between Assignor and various indMduals,businesses and other legal
entities (including but not limited to,governmental agencies,corporations,partnerships,and sole
proprietorships),hereinafter referenced as the ‘Contracting Parties”;and
WHEREAS,as a condition of the consolidation of the nine (9)existing Districts,the Districts,
indMdually and collectively,are required to enter Into a comprehensive agreement providing for the transfer
of all rights,duties,and obligations of the existing Districts to the new consolidated District (the “Agreement”);
and
WHEREAS,the assignment of Assignor’s rights in the Contracts,as more fully provided in this
Assignment,is a condition of the consolidation.
NOW,THEREFORE,Assignor agrees as follows:
Section 1 In order to induce the Assignee to execute the Agreement,and for other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Assignor hereby
assigns,sells,conveys,and sets over unto Assignee,all of Assignor’s right,title,and interest in and to the
Contracts more specifically described In Exhibit “A”,attached hereto and incorporated herein by this
reference,and all amendments,modifications,supplements,general conditions,change orders,and
addenda thereto,together with all present and future rights,benefits and claims arising therefrom.All
remedies available to the Assignor under the Contracts are hereby assigned to Assignee.
Section 2 The Assignor represents,warrants,and covenants that (i)the Assignor is not in
default in the performance of its respective obligations under the Contracts,and all covenants,conditions,
and agreements required of Assignor have been performed as required therein;(ii)the Assignor has not sold,
assigned,pledged,mortgaged,transferred,or otherwise encumbered any of its right,title,or interest in or to
any Contract;and (iii)the Assignor’s right,title,and interest in and to the Contracts is not now subject to any
lien,encumbrance,or security interest.
Section 3 The Assignee shall have the right (and the Assignor hereby irrevocably constitutes
and appoints the Assignee as its attorney-in-fact to do so),at its option,and in the Assignee’s name to
TLW:p 159829:No.4 04/30/98 1
(i)demand,receive,and enforce the Assignor’s tights under Contracts;(ii)make payments and give
releases,receipts,and satisfactions thereunder;(iii)modify or amend the Contracts;(iv)reassign all right,
title,and interest in the Contracts;and (v)take all other actions in respect of the Contracts,with the same
force and effect as the Assignor could do if this Assignment were not made.
Section 4 The Assignor agrees that it shall request that each Contracting Party execute and
deliver to the Assignee a Consent and Certitlcalion in the form set forth in Exhibit eB•attached hereto.
Section 5 The Assignor hereby irrevocably agrees and directs that each of the Contracting
Parties shall,upon demand and notice from the Assignee,render all performances under its respective
Contract to the Assignee,without liability on the part of the Contracting Party,for determining the propriety or
validity of the Assignee’s demand and notice.
Section 6 The provisions of this Assignment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns.
Section 7 If any provision under this Assignment shall be invalid,illegal,or unenforceable,it
shall not affect or impair the validity,legality,and enforceability of any other provision of this Assignment.
Section 8 This Assignment may not be amended,modified,or changed,nor shall any waiver
of any provision hereof be effective,except by an instrument in writing and signed by the party against whom
enforcement of the waiver,amendment,change,modification or discharge is sought.
Section 9 This Assignment shall be governed by and construed in accordance with and
pursuant to the laws of the State of California.
Section 10 This Assignment shall be effective July 1,1998,and provided that on or before said
date,a final order of consolidation has been approved and adopted by the conducting authority under the
LAFCO proceedings,and in accordance with the provisions of the Cortese-Knox Local Government
Reorganization Act of 1985 (California Government Code Sections 56000 et seq.).
IN WiTNESS WHEREOF,Assignor has executed this Assignment as of the date set forth below.
COUNTY SANITATION DISTRICT NO.
—
OF ORANGE COUNTY,
CALIFORNIA
Dated:_________________
_______________________________________
APPROVED AS TO FORM:
THOMAS L.WOODRUFF
DISTRICT COUNSEL
By_____________
Dated:July 1,1998
By
Chairman,Board of Directors
By
Secretary,Board of Directors
ACCEPTANCE
The above Assignment is hereby accepted.
ORANGE COUNTY SANITATION DISTRICT
By
Chairman,Board of Directors
By
Secretary,Board of Directors
TLW:pj159829:No.4.O4~3OI98 2
Exhibit A
Identification of Individual District Contracts
State of California.
Department of Parks &Recreation Annexation Agreement re Crystal Cove State
Park (06/28/95)(District 5)
Bolsa Chica State Beach Sewage Agreement,
Contract No.50-35-002 (03/15/74)(District II)
Agreement for Use of Sewerage Facilities,
Contract No.80-03-105 (07/13/83)(District 11)
City of Huntinaton Beach 800 MHz Radio Emergency Communications
Permit (10/28/97)(District 11)
City of Lona Beach Agreement to Provide Sewerage Services by
County Sanitation District No.3 to a Portion of
the City of Long Beach (04/06/73)
Los Alamitos Naval Weapons Station Negotiated Sewer Service Contract with
County Sanitation District No.3 -Contract No.
N62474-71 -C-3725
Amendment of Solicitation/Modification of
Contract with District No.3—Contract No.
N62474-77-M-3031 (12/14/77)
Amendment of Solicitation/Modification of
Contract with District No.3—Contract No.
N62474-77-M-3031 -P00002 (12/14/78)
Amendment of Solicitation/Modification of
Contract with District No.3—Contract No.
N62474-77-M-3031-P00003 (11/20/79)
Amendment of Solicitation/Modification of
Contract with District No.3—Contract No.
N62474-77-M-3031 -P00005(10/31/83)
County Sanitation District No.18 of
Los Anaeles County Sewage Disposal Agreement (06/08/60)
(District 3)
County Sanitation District No.19 of
Los Anaetes County Sewage Disposal Agreement (07/13/60)
(District 3)
Marine Coros Air Station -Tustin Negotiated Sewer Service Contract with
County Sanitation District No.7 -Contract No.
Nby(U)49513
Amendment of Solicitation/Modification of
Contract with District No.7—Contract No.
N62474-70-C-1255-P0001 8 (06/11/86)
Signal Bolsa CorDoration Sewer Service Agreement with District No.11
(11/13/91)
Sunset Beach Sanitary District Agreement with District No.11 for the
Conveyance,Treatment and Disposal of
Wastewater (05/08/85)
West NewDort Oil ComDany Revocable License Agreement re Bitter Point
Pump Station/Southern California Edison
Transformer Pad (03/01/88)(Districts 5 &6)
H:\wp.dta\admIn\3S\Consolidation~tesoexhibit.doc
EXHIBIT UB~
CONSENT AND CERTIFICATION
The undersigned (“Contracting Party)hereby consents to the assignment of that certain Contract dated
________________________
by and between County Sanitation District No.
—
of Orange County,California,
(Assigno?),and the Contracting Party,which Contract was assigned by Assignor to the Orange County Sanitation
District (AasIgnee),by an Assignment to be effective July 1,1998 (~Assignmenr),to which reference is made for the
definition of capitalized terms not otherwise defined herein.
The Contracting Party agrees to diligently continue to provide the work,services,or goods as required under the
Contract in accordance with the terms thereof,for the benefit of Assignee.
Assignee,or its designee,may enforce the obhgations of Contracting Patty under the Contract,with the same
force and effect as if enforced by Assignor,and shall be obligated to perform the obligations of the Assignor~provided,
however,that in no event shall the Assignment otherwise obligate the Assignee to cure any default of the Assignor,where
the Assignor is otherwise entitled to non performance by law.
Date:
______________________________________________
Contracting Party (Name Typed)
By_________________________
Authorized Representative
(Name Typed)
TLW:p~159829:No.4O4~3O/98 4