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HomeMy WebLinkAboutOCSD 98-01RESOLUTION NO. OCSD 98-1 ACKNOWLEDGING APPROVAL OF REORGANIZATION DC97-30 BY THE ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION: ACCEPTING TERMS THEREOF: AND ACCEPTING ALL POWERS. RIGHTS. AND DUTIES OF COUNTY SANITATION DISTRICTS NOS. 1. 2. 3. 5. 6. 7. 11. 13AND 14 OF ORANGE COUNTY. CALIFORNIA. INCLUDING APPROVAL OF ASSIGNMENT OF CONTRACTS. AGREEMENTS. PERMITS AND OTHER OBLIGATIONS A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ACKNOWLEDGING THE FINAL APPROVAL OF REORGANIZATION DC97-30 BY THE ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION; ACCEPTING THE TERMS OF ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION RESOLUTION DC97-30; AND ACCEPTING ALL POWERS, RIGHTS, AND DUTIES OF COUNTY SANITATION DISTRICTS NOS. 1, 2, 3, 5, 6, 7, 11, 13AND 14 OF ORANGE COUNTY, CALIFORNIA, INCLUDING THAT CERTAIN GENERAL ASSIGNMENT OF CONTRACTS, AGREEMENTS, PERMITS AND OTHER OBLIGATIONS 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 (the "Predecessor Districts"), into a single new district to be known as the Orange County Sanitation District (the "District"); and, WHEREAS, ·the Predecessor Districts have approved that certain general Assignment of contracts transferring to District written and oral contracts, licenses, permits, and other agreements, among other obligations; and, WHEREAS, pursuant to Government Code Section 57500, the District succeeds to all of the powers, rights, duties, obligations, functions, and properties of the Predecessor Districts; and, WHEREAS, the District, as the consolidated successor, desires to acknowledge the final approval of the consolidation, and accepts all rights, powers, and duties of the Predecessor Districts in accordance with state law and as set forth herein. 2Q90.300 64232_1 1 NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That the District acknowledges, agrees, and approves 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 District accepts all of the powers, rights, duties, obligations, functions, and properties of the Predecessor Districts, including but not limited to approval of: A. The terms of the 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 contracts, attached hereto as Exhibit "C" and incorporated herein by reference. Section 3: That the District shall henceforth carry out the powers, rights, duties, obligations, and functions of the Predecessor Districts. Section 4: That the District shall henceforth act pursuant to the Assignment of contracts to receive all benefits and undertake to perform all existing obligations, whether by written or oral contract, license, permit, or other document or instrument. Section 5: · Notwithstanding the effect of Government Code Section 57500 and Assignment of contracts, the District hereby receives for itself, accepts, affirms, and commits to carry out all oral or written contracts, agreements, licenses, permits, applications, entitlements, awards, judgments, or other forms of benefits or obligations existing by and between the Predecessor Districts and any other parties, governmental entities, agencies, or organizations as of the date of this Resolution; the same shall t?e performed as if entered into, granted to, awarded to, or executed directly by the District, upon a review and determination that the same evidences a validly-existing benefit or obligation binding upon or available to the Predecessor Districts. 2090-300 64232_1 2 Section 6: The Board of Directors hereby affirms and readopts all of the adopted and existing policies of the Predecessor Districts and their Boards of Directors that had been adopted by Resolution or Minute Order. 2090-300 64232_1 PASSED AND ADOPTED at a Special Meeting held July 1, 1998. c-·~ Chair 3 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 EXHIBIT "A" RESOLUTION OF THE BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA April 14, 1998 On motion of Supervisor Smith, duly seconded and carried, the following Resolution was adopted: WHEREAS, the proposed Consolidation and proposed amendment to the Sphere! of Influence of nine (9) separate, independent Districts, known as County Sanitation Districts Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14 of Orange County, California, into a single Distrid to be called the •orange County Sanitation District'", designated as ·consolidation of County Sanitation Districts of Orange County Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14" (DC 97·30), was considered by the Local Agency Formation Commission. of the County of Orange and approved by LAFCO Resolution OC97-30 on February 11, 1998; ana WHEREAS, the new Consolidated District is being created and organized pursuarr to the provisions of the County Sanitation District Act, California Health & Safety Code Section 4730.65; and 'NHEREAS, County Sanitation Districts Nos. 1, 2. 3, 5, 6, 7, 11, 13 and 14 encompassed a 470 square mile area in central, western, and northern Orange County, including 23 of the 31 incorporated cities, providing service to approximately 2.2 million people; and 'NHEREAS. this conducting authority hearing has been duly noticed; and \NHEREAS, this conducting authority proceeding is being conducted pursuant to the Cortese-Knox Local Govemment Reorganization Act, Division 3 of Title 5 of the California Government Code; and WHEREAS, the reasons for the change of organization are as set forth in the Resolution No: 98-1 ~ Cansolldation ot Couity Sanitation Districts ot Orange County, cafifomia · BPO:ep . 1 Application on file with the Local Agency Formation Commission: and 1 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 s Agency Formation Commission, are set forth in its Resolution No. DC97 .JQ, incorporate 7 herein by reference as Attachment ·A· 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 corred: 11 2. The Orange County Local Agency Formation Commission designated this 12 Board of SupeNisors 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, 14 6, 7, 11, 13 and 14 of Orange County, California, without an election, in compliance witt 15 LAFCO Resolution OC97-30 and Government Code Sections 57000 et seq. and 56839. 16 3. The value of written protests by registered voters within the Districts to be 17 consolidated, which have been tfled and not withdrawn, is less than fifty (50%) percent c 18 the number of voters residing in the affected territory. 19 BE IT FURTHER RESOLVED that, acting as the-conduding authority pursuant tc -20 the Cortese.Knox Act and pursuant to direction from the Orange County Local Agency 21 Fonnation Commission, this Board does hereby order the Consolidation of County 22 Sanitation Districts Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14 of Orange County, California, into 23 new, single District, to be known as '"Orange County Sanitation District", without an 24 election. 25 26 Resclutlon No. 9S.1 '40 Contclidatlon of County Sanltallon Districts of Orange County. Callfomta BPO:ep . 2 1 2 \J\'CJ. .... Chairman of the Board of Supervisors 3 SIGNED AND CERTIFIED THAT A COPY 4 OF THIS DOUCMENT HAS BEEN DELIVERED TO THE CHAI™AN OF THE BOARD 5 6 7 8 9 AYES: JO 11 NOES: ~-1 DARLENE J. BLOOM Clerk of the Board of Supervisors of Orange County California SUPERVISORS CHARLES V. SMITH .. TODD SPITZER, WILLIAM G. STEINER AND THOMAS W. WILSON SUPERVISORS NONE 12 · ABSENT: SUPERVISORS JAMES W. SILVA 13 STATE OF CALIFORNIA ) ) SS. 14 COUNTY OF ORANGE ) 15 I, DARLENE J. BLOOM, Cleric 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 BoaJ at the regular meeting thereof held on the 14"' day of April, 1998, and passed by a unanimous vote of 17 said Board members present. 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, I baYe hereunto set~ this 14" day of April, 1998. . c=c= • ~ DARLENE~ LOOM 3 Clerk of the Board of Super1i3ors of Orange County, California DC97-30 EXHIBIT "8" RESOLUTION OF THE LOCAL AGENCY FORMATION COi'VIMISSION OF ORANGE COlJNTY, CALIFORNIA MAKING DETE&."\.IINA TIONS AND APPROVING THE Al\tIENDi\'lENTS TO T~E SPHERES OF INFLUENCE OF THE ORAl'fGE COUNTY SANITATION DISTRICTS NOS.1, 2, 3, 5, 6, 7, 11, 13, & 14 AAllTHE CONSOLIDATION OF COlTNTY SANITATION DISTRICTS NOS. 1, 2, 3, 5, 6, 7, 11, 13, & 14 February 11, 1998 On motion ofVice-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 \VHEREAS, the .Executive Officer, pursuant to Goverrunent Code Section 56833 has revie\ved t.li.is 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; \VHEREAS, 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· \\iHER.EAS, 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 v.ritten protests, objections I \ Resolution No. DC97-30 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 \VHEREAS, the Executive Officer determined this proposal is e:<empt from CEQA undersectiun 15320 of the State CEQA guidelines. NOW, THEREFORE, the Local Agency Formation Commission of the County of Orange DOES HEREBY RESOLVE, DETERL'v1INE and ORDER as follows: Section l. Section 2. Section3. Section 4. a) The spheres ofinfluence of County Sanitation Districts Nos. I, 2, 3, 5, 6, 7, 11, 13, and 14 are hereby amended to '"zero" as the functions of the districts are consolidated. 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. 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. The proposal is subject to the follo"11ing terms and conditions: The nine separate districts k.no""n jointly as the County Sanitation Districts of Orange County ("CSDOC") shall be consolidated into one single Cou.."lty 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, "r"'SnOC" -e.c.er-·-•t.e -=-e n:-"'r.-·-bo·hJ. -=-·1v -=--I-· "•nd 1·n any· .~ombi nation ) ':" LJ 1 1 .) LV LU 1.llli 1J1.)u.1\ .. L.), U UU!L1J, .)U1~ J .._. "' LU • b) As a result of consolidating, the nine existing districts shall be dissolved and be reorganized as one c·onsolidated 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 followingjurisdictions: [G.C. §56844(n)] • County ( l) -County of Orange Unincorporated Area • Cities (21) Resolution No. DC97-30 Anaheim Brea Buena Park 2 Huntington Beach Irvine La Habra Placentia Santa • .:\na · Seal Beach • Cypress Fountain Valley Fullerton Garden Grove S~itary Districts (2) La Palma Los Alamitos NeVi-port Beach ·Orange Costa Mesa Sanitary District Midway City Sanitary District • Water District (1) -Irvine Ranch Water District Stanton Tustin Villa Park Yorba Linda c) Directors of District shall be compensated in accordance with applicable state lav1. 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(rn)] 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 '-Vithin 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 t\vo-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 terminacio? 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 CS DOC' 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 ne\v 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)] l) 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 ofDistrict. 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 30l(h) of the Federal Clean Water Act, and all other air and land permits. [G.C. §56844(v)] n) Permits issued by CS DOC 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 \Vastewater 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 othef\"ise been specifically referenced herein. [G.C. §56844(m)] p) The effective date of this consolidation shall be July 1, 1998. (G.C. §56844(p)] q) 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 Section 6. Section 7. AYES: inhabited. Said territory is found to be in the County of Orange and is assigned the follo\.ving distinctive short-form designation: "Consolidation of County Sanitation Districts -Nos. 1, 2, 3, 5, 6, 7, 11, 13, & 14"(DC97-30). The Board of Supervisors of Orange County is designated as the conducting authority and is hereby directed to conduct further proceedings pursu_ant to Government Code Sections 56839 (a) and 57081, and in compliance with this resolution. The Executive Officer is hereby authorized and directed to mail certified copies of this resolution as provided in Section 56853 of the Government Code. COMMISSIONERS: STEINER, HERZOG, BORAN, A."ID HUNTLEY, AND Resolution No. DC97-30 5 VICE-CHA.IR SMITH, k~TI CHAIR BRESSETTE NOES: NONE ABST Af:\iED: COMMISSIONER WITHERS STATE'OF CALIFORNIA ) SS COUNTYOFORA.NGE ) I, DAL"l'A 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. F:\LAFCO\DC97-30\Res. wpd Resolution No. DC97-30 DAJ.'\f AM. SMITH Executive Officer of the 6 ion 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. 1 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". RECITALS 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 individuals, 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, individually 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:l59818:No.5:04/30/98 1 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 1 O: 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:. __________ _ APPROVED AS TO FORM: THOMAS L. WOODRUFF DISTRICT COUNSEL BY------------~ COUNTY SANITATION DISTRICT NO. 1 OF ORANGE COUNTY, CALIFORNIA, for itself and on behalf of County Sanitation Districts Nos. 2, 3, 5, 6, 7, 11, 13and14 of Orange County, California BY.---------------~ Chairman, Board of Directors BY.----------------~ Secretary, Board of Directors 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 TLW:pj:#59818:No.5:04l30/98 2 Exhibit A Identification of Joint Contracts Wheelabrator Clean Water Systems. Inc .. Bio Gro Division Burnham Benefits· Insurance Services State of California. Department of Parks & Recreation Callan Associates. Inc. Chandler Liquid Asset Management. Inc. Chino Basin Municipal Water District Council of Governments Eastern Municipal Water District Local Agency Investment Fund City of Newport Beach Agreement to transport and manage biosolids (04/26/95) Medical/Health Care Insurance Broker of Record (01 /01 /97) Standard Agreement (Contract C9646021) re Bolsa Chica State Beach (12/30/96) Agreement for Investment Consulting Services(05/24/95) Investment Adviser Consulting Agreement (05/24/95) Wastewater Interceptor Capacity Agreement (04/12172) Assignment of Wastewater Treatment and Disposal Agreement (10/16174) SAWPA Continuing Guarantee of Wastewater Treatment and Disposal Agreement (07 /24/96) Joint Powers Agreement establishing the Orange County Council of Governments (07/24/96) 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) Agreement for Operation of Green Acres Project lntertie and Outfall Connection {04/15/98) County of Orange Orange County Employees Retirement System Orange County Water District Pacific Energy Resources Real Property Tax Allocation for New Service Areas (03/14/84 800MHz Lease Agreement (03/98) Agreement for Participation (12/04f76) Memorandum of Understanding (10/05/95) Early Retirement Incentive Agreement (01/22/97) Early Retirement Incentive Agreement (01/28/98) Agreement (08/09f72) 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 Reclamation Project (02/26/97) Agreement for Operation of Green Acres Project lntertie and Outfall Connection (04/15/98) Agreement for Purchase and Sale of Oil and Gas Lease and Mineral Rights and Joint Escrow Instructions ( 10/09/91) Pacific Investment Management Company San Bernardino Valley Municipal Water District Santa Ana Watershed Project Authority· Southern California Edison Southern California Gas Company Western Municipal Water District Investment Management Agreement (09/01/95) SAWPA Continuing Guarantee of Wastewater Treatment and Disposal Agreement (07/24/96) Wastewater Treatment and Disposal Agreement (04/12172) Assignment of Wastewater Treatment and Disposal Agreement (04/12172) Wastewater Treatment and Disposal Agreement (07 /24/96) Interconnection Facilities Agreement-Plant No. 1 (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) 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) 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. 1 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 ("Assignor"), and the Contracting Party, which Contract was assigned by Assignor to the Orange County Sanitation District ·("Assignee"), 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 nonperformance by law. Contracting Party (Name Typed) Authorized Representative (Name Typed) TLW:pj:#59818:No.5:04/30/98 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 •Assignorn 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 (•LAFCOj 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 Districr; 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 Oncluding without limitation, all amendments and supplements thereto), hereinafter referenced as the ·contractsj; and WHEREAS, the Contracts are between Assignor and various indMduals, businesses and other legal entities Oncluding 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 © 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; 00 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 OiQ 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:pj:t59829:No.4:04/30/98 1 (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 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 1 O: 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: __________ _ APPROVED AS TO FORM: THOMASL.WOODRUFF DISTRICT COUNSEL COUNTY SANITATION DISTRICT NO._ OF ORANGE COUNTY, CALIFORNIA By ________________ __ Chairman, Board of Directors By----------..,..-------- Secreta ry, Board of Directors 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 TLW:pj:#59829:No.4:04/30/98 2 ExhibitA Identification of Individual District Contracts State of California. Department of Parks & Recreation Annexation Agreement re Crystal Cove State Park (06/28/95) (District 5) Balsa Chica State Beach Sewage Agreement, Contract No. 50-35-002 (03/1517 4) (Distrid 11) Agreement for Use of Sewerage Facilities, Contract No. 80-03-105 (07/13/83) (Distrid 11) City of Huntington Beach 800 MHz Radio Emergency Communications Permit ( 10/28/97) (District 11) City of Long Beach Agreement to Provide Sewerage Services by County Sanitation District No. 3 to a Portion of the City of Long Beach (04/06173) Los Alamitos Naval Weapons Station Negotiated Sewer Service Contract with County Sanitation District No. 3 -Contract No. N6247 4-71-C-3725 . County Sanitation District No. 18 of Los Angeles County County Sanitation District No~ 19 of Los Angeles County Amendment of Solicitation/Modification of Contract with District No. 3 -Contract No. N62474-77-M-3031 (12/14177) . 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) Sewage Disposal Agreement (06/08/60) (District 3) Sewage Disposal Agreement (07 /13/60) (District 3) Marine Corps Air Station -Tustin Signal Bolsa Corporation Sunset Beach Sanitary District West Newport Oil Company \\radon\data 1 \wp.dta\admin\BS\Consolidatlon\resoexhlblt.doc 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-P00018 (06/11/86) Sewer Service Agreement with District No. 11 (11/13/91) Agreement with District No. 11 for the Conveyance, Treatment and Disposal of Wastewater (05/08/85) Revocable License Agreement re Bitter Point Pump Station/Southern California Edison Transformer Pad (03/01 /88) (Districts 5 & 6) 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._ of Orange County, California, ("Assignor'), and the Contracting Party, which Contract was assigned by Assignor to the Orange County Sanitation District(" Assignee"), 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 nonperformance by law. Contracting Party (Name Typed) BY.~--~~~~~~~~~~~ Authorized Representative (Name Typed) TLW:pj:#59829:No.4:04/30l98 4