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Home My WebLink AboutC-8578-1 - Quitcliam Sewer Transfer AgreementBatch 4158003 Confirmation RECORDING REQUESTED BY AND, WHEN RECORDED, RETURN TO: ORANGE COUNTY SANITATION DISTRICT P. O. Box 8127 Fountain Valley, California 9272.8 Attn: Clerk of the Board WITH A COPY TO: City of Newport Beach P.O_ Box 1768 Newport Beach, CA 92658 Attention: City Clerk's Office Page 1 of 2 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IIIIII I 11111111111111111111111111111111111111111111111111111111111111111111111 NO FEE *$ R 0 0 1 0 5 8 0 7 1 5$* 20190000118319:20 am 01114119 90 SCS Al2 A04 9 0.00 0.00 0.00 0.00 24.00 0.00 0.000.000.00 0.00 (Space Above This Line for Recorder's Use) Exempt from recording fee — California Government Code Section 2-i3lb3 QUITCLAIM SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH THIS AGREEMENT for the transfer of certain sewers and appurtennt facilities (hereafter, "Agreement") is made and entered into this2 #-day of /V , 2018, by and between ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California, ("Grantor") and the CITY OF NEWPORT BEACH, a municipal corporation ("Grantee"). Grantor is a regional operator of sewage collection facilities_ Grantor also incidentally owns certain local sewers including, but not limited to, the local sewers which are the subject of this Agreement. This Agreement shall document and memorialize a factual understanding concerning certain local sewers and appurtenant facilities to be transferred to Grantee; and a one-time payment being made by Grantor to Grantee in connection therewith. Grantee operates a local sewage collection system within its jurisdiction. Grantee will maintain and operate the sewers which are the subject of this Agreement as part of its local sewage collection system, and shall have sole responsibility therefor following the transfer to Grantee. NOW THEREFORE BE IT RESOLVED that the Grantor and Grantee agree as follows.- 1. ollows: 1. Grant of Sewer Pipelines and Payment to Grantee For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby grant, remise, release, quitclaim, convey and transfer to Grantee all of Grantor's interest in all sewer lines and appurtenant sewer facilities covered by this Agreement (collectively, "Facilities") owned by Grantor, which Facilities are described in Exhibit "A" and visually depicted in Exhibit °B" 84629.001- 22177e2 https://gs.Secure-recording.com/Batch/Confirmation/4158003 0l / 14/2019 RECORDING REQUESTED BY AND, WHEN RECORDED, RETURN TO: ORANGE COUNTY SANITATION DISTRICT P. O. Box 8127 Fountain Valley, California 92728 Attn: Clerk of the Board WITH A COPY TO: City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658 Attention: City Clerk's Office (Space Above This Line for Recorder's Use) Exempt from recording fee - California Government Code Section 6103 QUITCLAIM SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH THIS AGREEMENT for the transfer of certain sewers and appurtenant facilities (hereafter, "Agreement") is made and entered into this2-qday of A16ve^-1-_f , 2018, by and between ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California, ("Grantor") and the CITY OF NEWPORT BEACH, a municipal corporation ("Grantee"). Grantor is a regional operator of sewage collection facilities. Grantor also incidentally owns certain local sewers including, but not limited to, the local sewers which are the subject of this Agreement. This Agreement shall document and memorialize a factual understanding concerning certain local sewers and appurtenant facilities to be transferred to Grantee, and a one-time payment being made by Grantor to Grantee in connection therewith. Grantee operates a local sewage collection system within its jurisdiction. Grantee will maintain and operate the sewers which are the subject of this Agreement as part of its local sewage collection system, and shall have sole responsibility therefor following the transfer to Grantee. NOW THEREFORE BE IT RESOLVED that the Grantor and Grantee agree as follows: 1. Grant of Sewer Pipelines and Payment to Grantee For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby grant, remise, release, quitclaim, convey and transfer to Grantee all of Grantor's interest in all sewer lines and appurtenant sewer facilities covered by this Agreement (collectively, "Facilities") owned by Grantor, which Facilities are described in Exhibit "A" and visually depicted in Exhibit "B" 84629.001 - 221778.2 attached hereto and incorporated by reference herein. In the event of any conflict or discrepancy between Exhibits "A" and Exhibit "B", Exhibit "A" shall control. In connection with this transfer of the Facilities, Grantee has been granted an opportunity to fully inspect the condition of the subject sewer lines, manholes, easements and other property rights and appurtenances and has done so. Grantee and Grantor agree that necessary repairs to these Facilities are estimated to cost approximately Three Hundred Thousand Dollars and 00/100 ($300,000.00) to complete, and that, in consideration of the condition of the Facilities, Grantor shall, as sole, full and final satisfaction of any obligation to inspect, maintain, repair, or rehabilitate any such Facilities, or any portion thereof, and in consideration of the form of conveyance as a quitclaim, with no representation or guarantee of title, shall make a one-time payment to Grantee of Three -Hundred Thousand Dollars and 00/100 ($300,000.00), no later than ten (10) business days after recordation of this Agreement, which funds shall be used by Grantee to make any such inspections, maintenance, repairs, or rehabilitations of the Facilities as may be necessary or appropriate. Even if the cost of such inspections, maintenance, repairs, or rehabilitations should exceed $300,000.00, Grantee waives all claims against Grantor for the payment of any additional sum therefor or with respect to the condition of title and Grantor shall in no way be obligated to make any additional payment therefor. In connection with the foregoing, Grantee, on behalf of Grantee and Grantee's officers, directors, managers, affiliates, successors and assigns ("Grantee Related Parties") hereby expressly, fully and forever releases and discharges (which release and discharge shall be continuing and shall survive the transfer of the Facilities) Grantor and Grantor's officers, directors, managers, affiliates, employees, representatives, successors and assigns from any and all losses, expenses, claims, costs, damages, rights of subrogation, debts, attorneys' fees, actions, suits, judgments, awards, obligations and/or liabilities of any kind, whether foreseeable or unforeseeable, known or unknown, or suspected or unsuspected, with respect to or in any way relating to or indirectly or directly arising out of the current condition of the Facilities or any repair or replacement work required with respect such Facilities and/or any deferred maintenance. Grantee, on behalf of itself and the Grantee Related Parties, agrees, represents and warrants that the matters released above are not limited to matters which are known or disclosed and hereby knowingly and voluntarily waives and relinquishes all rights and benefits under Section 1542 of the California Civil Code (as such Civil Code may apply to the release above), which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." 2. No Warranty of Title or Condition: Assumption of Responsibility Grantor makes no warranty or representation of any kind regarding its title to the Facilities, the condition of the Facilities or the suitability of the Facilities for any purpose and Grantee accepts such Facilities subject to all covenants, conditions, 84629.001 - 221778.2 burdens, restrictions, reservations, and obligations existing as of the date of transfer. Grantee has been granted an opportunity to fully inspect the Facilities and has done so. Subject only to receipt of the one-time payment described above, Grantee accepts the Facilities in their "As Is" condition, without representation or warranty of any kind and without recourse to Grantor. Grantee hereby accepts and assumes all ownership and responsibility for such transferred Facilities, and agrees to indemnify, defend and hold Grantor harmless from any liability, claim, cost, expense or damage hereafter arising from the ownership or use of the Facilities. 3. Assignment The benefits and burdens of this Agreement shall be binding upon and inure to all successors -in -interest and assigns of the parties. 4. Amendment Any amendment to this Agreement must be in writing, signed and acknowledged by the Grantor and Grantee, and duly recorded in the Official Records of the County Recorder of the County of Orange, State of California. 5. Entire Agreement This Agreement (including any attached exhibits) contains the entire agreement between Grantor and Grantee regarding the subject matter of the Agreement, including all representations and warranties between them, and supersedes any prior agreement or understanding with respect to the subject matter hereof. 6. Notices Notices relating to this Agreement must be in writing and sent to the addresses set forth below. A party may change its address for notices by giving notice as required by this Section. A written notice will be considered given (i) when personally delivered, or (ii) two business days after deposit in the United States Mail as first class mail, certified or registered, return receipt requested with postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service for next business day delivery. The parties' addresses for notices are as follows: To Grantor: Orange County Sanitation District Attn: General Manager P.O. Box 8127 Fountain Valley, CA 92728-8127 To Grantee: City of Newport Beach Attn: City Manager 100 Civic Center Drive Newport Beach, CA 92660 84629.001 - 221778.2 7. Authority Each party, and the individuals signing this Agreement on behalf of each party, represents and warrants that the individuals who have signed this Agreement on behalf of the parties have the legal power, right and authority to make and enter into this Agreement and bind each respective party hereto. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: l g B Aaron C. Harp City Attorney A7 Da By Lei City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Mars all "Duffy" D&rield APPROVED AS TO FORM: OCSD Special Counsel Date: Abram/Roy LLP By: 4 — Dennis S. Roy Spee -Gounse 1 ATTES�• Date: I ORANGE COUNTY SANITATION DISTRICT Date: 101?'l/Z0lg By: Greg C"S6Kourn, PLS Board Chairman [SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH] 84629.001 - 221778.2 EXHIBIT "A" DESCRIPTION OF FACILITIES STREET DOWNSTREAM MH STATION PROTECT UPSTREAM MH STATION PROJECT DIA n LEN SLOPE NlapPg MATERIAL JAMBOREE BAYODID-0585 90+92.88 5C BAY0010-0590 94+04.00 5-C 10" 311 0.05944 5439 VCP JAMBOREE BAYODIG-0580 87+50.00 5{ SAYOOIO-0385 90+92.88 SC 10" 350 0.0002 5439 VCP JAMBOREE BAYODIG-0575 84+15.00 5-C DAYO0160580 87+50.00 SC 10" 332 0.0731 5439 VCP JAMBOREE BAY001G-0570 83+90.00 5C DAY0010-0575 84+15.00 S -C 10" 69 0.0936 5439 VCP JAMBOREE ' BAYOOM0370 82+42.00 S -C BAY0010-0570 83+90.00 5-C 15" 156 0.0005 5439 VCP TOTAL LENGTH: 1218.00 it TOTAL MANHOLES: 5 - MH retained by OCSD 84629.001 - 221778.2 EXHIBIT "B" DEPICTION OF FACILITIES [SEE ATTACHED] 94629.001 - 2217792 BAY0010-0676 II *w BAY0010-0380 BAY0010-0375 r< ♦`e I I If If 0760 41 FiAV0010-475A %% I I I ♦e ♦� e N EXHIBIT B `l*. OCSD Proposed Sewer Transfers 5 to City of Newport Beach • Local Manhdes Prop—ol forTm;W 0 125 250 500 • Region Manholes Relained by OUD Local 3—Prop—d`orTra w Feet Regio>Y Sewers Reta-d By DC,SD Local Sewers 84629.001 - 2217782 BAY0010-0690 0 9 O BIG CANYON DR CERTIFICATE OF ACCEPTANCE [TO BE ATTACHED BY CITY OF NEWPORT BEACH 84629.001 - 2217782 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed by the Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Newport Beach, dated 2-7 , 2018 from ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California, to CITY OF NEWPORT BEACH, a municipal corporation and charter city (herein referred to as the "Grantee"), is hereby accepted by order of the City Council of the City of Newport Beach on Z:i , 2018 and the grantee consents to recordation thereof by its duly authorized officer. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ltl;el l e By, Aaron C. Harp City Attorney ATTEST - Date: Date: '• �.1 lI IN CITY OF NEWPORT BEACH, a municipal corporation and charter city Date: , By: Mar hall "Duffy" Duffield Mayor Leilani I. BrownIk City Clerk U 84629.001 - 221778.2