58R-4413
RESOLUTION NO. 4413
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF' ANAHEIM
AUTHORIZING THE SALE OF THE EUCLID AND
MAGNOLIA TRUNK SEWER LINES OF THE ORANGE
COUNTY JOINT OUTFALL SEWER TO COUNTY
SANITATION DISTRICTS 2 AND 3 AND AUTHOR-
ISING THE EXECUTION OF AN AGREEMENT FOR
THE SALE AND PURCHASE THEREOF.
WHEREAS,tbe Cit~s of Anaheim, Brea, Buena Park, Fullerton
Orange, and La Habra, the Sanitary Districts of Garden Grove,
Placentia, Midway City, the Board of Supervisors of the County of
Orange as the ~overning body of that portion of the La Habra Sani-
tary District (dissolved) being outside of the city limits of La
Habra, the Stanton County Water District, Los Alamitos County Water
District and Cypress County Water District, and each of them, are
owners of certain undivided fractional interests in and to all that
certain property generally described and commonly known as the
Euclid Trunk Sewer Line and/or the Magnolia Trunk Sewer Line; and
WHEREAS, the City of Brea has entered into an agreement with
the City of Fullerton to acquire certain interests and capacity
rights in said Euclid Trunk Sewer Line, after the payment of certain
sums of money, extending over a period of time, to the City of
Fullerton, the payment of which said sums has not yet been completed;
and
WHEREAS, County Sanitation Districts Nos. 2 and 3 are willing
to purchase said Euclid Trunk Sewer Line and Magnolia Trunk Sewer
Line upon the terms and conditions hereinafter mentioned and set
forth.
NOW THEREFORE, BE IT RESOLVED by the Citv Council
.of the Ci tv of Anaheim
that the sale of the Euclid Trunk Sewer Line and Magnolia Trunk Sewer
Line of the Orange County Joint Outfall Sewer, as more particularly
described in Schedule RAu of the proposed agreement hereto attached
marked RExhibit CU and made a part hereof, to County Sanitation
Districts Nos. 2 and 3 for the sum of $3,333,400.00 payable in cash,
lawful money of the United States, within the time and upon the
terms and conditions as set forth in said agreement to be made and
entered into by and between sellers and buyers, be, and the same is
hereby authorized and approved, and said agreement is hereby author-
ized and approved and the Mayor and the C~y
Clerk be and they are hereby authorized to execu e
said agreement for and on behalf of the City of tn~im
to consummate sai sa e upon the
terms and conditions therein specified.
AND BE IT FURTHER RESOLVED that said purchase price to be paid
for said facilities shall be paid to the City of Anaheim,as disbursing
agent for the sellers and that said funds shall be distributed to each
of the sellers in proportion to their respective interests and capacity
rights in the facilities sold.
THE FOREGOING RESOLUTION is approved and signed by me this
11th day of March , 1958.
~ /:,;~~~_L/C/~2.A__;;/-'~''--'
M~yo~ of the
~1ty of' Anght:t1m
~'l\TESTL '"\-
~~ /%. u/d.e?.....~.
CityClerk of the
City of Ana.heim
>......>....-.....~._......"" ----"..~.~_.=-._-_.
~,' ,. ._..........- -_.- ',.. ~.....".~.---".-,.."'- -
AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT is made by and between COUNTY SANITATION
DISTRICT NO. 2 OF ORANGE COUNTY and COUNTY SANITATION DISTRICT NO.
'j OF ORANGE COUNTY, hereinafter referred to as ;Buyers" and some-
times referred to as District or Districts, and the following muni-
cipal corporations or publiC corporations, hereinafter referred to
as "Sellers", which are listed as follow:
The cities of ANAHEIM, BREA, BUENA PARK, FULLERTON, ORANGE,
LA HABRA, the Sanitary Districts of GARDEN GROVE, PLACENTIA,
MIDWAY CITY, The Board of Supervisors of the County of Orange as
the governing body of that portion of the La Habra Sanitary District
(dissolved) being outside the city limits of La Habra, and the
STANTON COUNTY WATER DISTRICT, CYPRESS COUNTY WATER DISTRICT AND
LOS ALAMITOS COUNTY WATER DISTRICT.
WITNESSETH:
WHEREAS, the Sellers are cities and sanitary districts and
other public corporations situated within the territory of the
Buyers, and
WHEREAS, the Buyers were organized and exist for the purposes
of receiving, transporting and disposing of sewage and industrial
wastes and related items originating within their respective
territorial limits; and
WHEREAS, in the organization and development of the Buyers
it was contemplated that the development of treatment and disposal
facilities would be accomplished first in cooperation with other
County Sanitation Districts in Orange County, and subsequently
there would be acquisition and constuction by the Buyers of trunk
sewer lines and facilities for the transporting of sewage and indus-
trial Vias,~es and related items to the aforementioned Jointly owned
-1-
EXHIBIT C
treatment and disposal facilities, and
WHEREAS, th~ Buyers have accomplished the first por-
tien of their develc;pment arld are contemplating the second phase
of development in order to serve the contir:ued and increasing
demands of the territory within their respective boundaries;
and
WHEEEAS: Buyers propose to present a bond issue to
the voters w:i,thin their territorial limits for the purpose of
raising funds to acqu:'.re 'by purchase certain trunk seHers and
related sewerage facilities owned by the SeJlers in varying
percentages of oHf\ership, and in addition thereto to construct
certain new trunk sewers and other sewerage facilities; and
WHEREAS, Sellers are willing to sen the sewerage
facilities hereinafter desc.ribed on the terms and conditions
hereinaftel' set forth providing their existJ.ng rights and
capacities will be protected; and
WHE?EAS, it L; necessary to reach an agreement for
such trunk sewers and G(;vverage faci1i tles as Buyers intend to
acquire by purchase f;:om the Sellers, all of which is and
shall be contingent upon the passage of said proposed bonds
by two-thirds of the veters of each of said County San1taticn
Districts, B'C'.yers here:Ln; and
hlHEREAS, the ~,'oters and taxpayers in the terr1tory
of both Sellers and Buyers are for the most part one and the
same persons, and the reasonable value of tr.e subject sewer-
age facilities has been agreed upon as fair and reasonable to
both Buyers and Sellers:
Nmi, THEREFORE, IT IS !'IjUTUALLY AGREED AS FOLLOWS:
Section 1. Bl..:yers shall each propuse a bond issue
'.,itIlin six months of the date of this agreement; and if said
bonds are approved by two-thirds of the voters in their respec-
tive Districts, they will then issue and sell within twelve (12)
months of the date of said bond election sufficient of said
bonds to purchase the facilities hereinafter described on
-2-
the terms and conditions hereinafter set forth, and will pay
the amount of $3,333,400.00 as set forth in Schedule "A" attached
hereto upon completion of the first year construction described in
Schedule .iB" attached hereto.
It is understood and agreed that this Agreement shall not
become effective until and unless the proposed bond issue is approved
by the voters of both Districts and that if the bonds are approved
in only one of said buying Districts this Agreement shall not become
effective and shall be automatically terminated.
Section 2. Subject to the contingencies hereinabove set forth
in Section 1, the Sellers will sell the facilities described in
Schedule 'Ai attached hereto and made a part hereof as though set
out in full herein, to each respective County Sanitation District
in the percentage of ownership described therein to be acquired by
each District and for the amounts set forth therein.
a. With respect to the bonded indebtedness of the
several Sellers outstanding which may constitute
a lien on some of the facilities hereinabove
described, the Sellers will pay such outstanding
indebtedness as it becomes due and make the pay-
ments thereon as they any individually be liable
for immediately precedi'lg the execution of this
Agreement.
b. Sellers individually do hereby covenant and agree
to hold Buyers and their successors and assigns
safe and harmless from any adverse claims against,
or claim of interest or ownership in the property
conveyed to the extent of their individual inter-
ests as they may appear and be respresented by the
amount of money each individual Se~ler receives
from the selling price paid by Buyers herein. In
-3-
the terms and conditions hereinafter set forth, and will pay
the amount of $3,333,400.00 as set forth in Schedule "A" attached
hereto upon completion of the first year construction described in
Schedul e ,iB " attached hereto.
It is understood and agreed that this Agreement shall not
become effective until and unless the proposed bond issue is approved
by the voters of both Districts and that if the bonds are approved
in only one of said buying Districts this Agreement shall not become
effective and shall be automatically terminated.
Section 2. Subject to the contingencies hereinabove set forth
in Section 1, the Sellers will sell the facilities described in
Schedule 'A' attached hereto and made a part hereof as though set
out in full herein, to each respective County Sanitation District
in the percentage of ownership described therein to be acquired by
each District and for the amounts set forth therein.
a. With respect to the bonded indebtedness of the
several Sellers outstanding which may constitute
a lien on some of the facilities hereinabove
described, the Sellers will pay such outstanding
indebtedness as it becomes due and make the pay-
ments thereon as they any individually be liable
for immediately precedilg the execution of this
Agreement.
b. Sellers individually do hereby covenant and agree
to hold Buyers and their successors and assigns
safe and harmless from any adverse claims against,
or claim of interest or ownership in the property
conveyed to the extent of their individual inter-
ests as they may appear and be respresented by the
amount of money each individual Seller receives
from the selling price paid by Buyers herein. In
-3-
no event shall any Seller be or become liable
under the provisions of this section in an amount
in excess of the money it receives from the total
amount paid by Buyers.
Section 3. Title and possession of the facilities described
in Section 2 above shall pass to Buyers at the time of the cash
payment agreed to be made as set forth in SChedule ;'A Ii.
The payments of cash to Sellers will be made at the time of
and as of a condition precedent to the transfer of title and
possession of the subject sewerage facilities.
All payments of money shall be made to the City of Anaheim
as disbursing agent for the Sellers in accord with the respective
interests of each Seller, all in compliance with separate agree-
ments between Sellers independent of Buyers. Buyers are not to be
responsible for or concerned with disbursements made or not made
by the City of Anaheim pursuant to the provisions of this Agreement.
Section 4. It is mutually agreed that Buyers will exercise
no control or jurisdiction over the facilities herein agreed to
be sold, and Buyers will assume no liability for or expenses in
connection with the maintenance~ use and operation of said facili-
ties until title and possession have passed to said Buyers as
hereinabove agreed.
Sellers agree at their sole expense, in the proportions set
forth in their supplemental agreement dated April 1, 1954, to make
all reasonable and necessary repairs and to maintain said lines and
facilities in good operating and useful conditlon~ reasonable wear
and tear excepted, until title and possession pass to the Buyers.
Section 5. Buyers agree that in the event the bond issue
mentioned lD S~ction 1 is approved by two-thirds of the voters in
aneD of t~elr respective dis~~icta within Six (c) months of the date
-4-
nereoi', they will immediately proceed with the program for constr-
uction of the new sewerage facilities described in their respect-
ive engineering reports, all as approved by said voters, and
prosecute such construction to completion with due diligence in
accordance with Schedule "B" attached hereto and made a part here~f.
Section 6. Buyers further agree that after title to and
possession of the sewerage facilities agreed to be purchased herein
have been transferred to them, they will, subject to Buyers' uniform
and reasonable regulations necessary to protect the public health or
to protect the sewerage facilities, continue to receive, treat and
dispose of Sellers' sewage and industrial waste in accordance with
all governmental rules and regulations, and Buyers do further
promise and agree that they will not authorize nor permit new or
additional users who are not sellers in this Agreement to use the
sewerage facilities to be purchased pursuant to this Agreement if
such additional use will prejudice the right any Seller now has
in the use of or capacity in the sewerage facilities agreed to
be sold herein.
Section 7. Buyers do further promise and agree that, for
a period of one (1) year from and after the date of payment of the
purchase price or during the period of construction of the new
facilities, whichever period is the shorter, Buyers without written
consent of three-fourths of all the Sellers will not authorize nor
permit new or additional users, who are not sellers in this Agree-
ment or are not public corporations authorized to maintain sewerage
facilities existing at the date of this Agreement, to use the
sewerage facilities to be purchased pursuant to this Agreement
whether or not such use would prejudice the right any Seller now
has in the use or capacity in such facilities.
Section 8. Each of the terms, promises, conditions and agree-
ments contained herein shall extend to and be binding on the respect-
ive assigns, legal representatives, successors in interest of each
and ever:l party to this Agreement.
-5-
-... '-..-----........
IH WITNESS WHEREOF, the parties hereto have caused the names
and seals of the public corporations and the names of the officers
thereof to be subscribed. This Agreement shall bear the date
of March 1, 1958.
Executed this day I ,CITY OF AN~H~IM
, ; / ~
of , 1958 By: '(hl~~~ /0 _~~
ayor
A TrEST:
City Clerk
Executed this day CITY OF BRM
of , 1958 By:
Mayor
ATTEST:
City Clerk
Executed .chis day CITY OF BUENA PARK
of' , 1958 By:
Mayor
ATTEST:
City Clerk
CITY OF FULLERTON
Executed this day of
1958 By:
, Mayor
ATTEST:
City Clerk
aecutecl this day of CITY OF ORANGE
J 1958 By:
Mayor
ATTEST:
City Clel'].c
Executed this day of CITY OF LA HABRA
, 1958
By:
Mayor
ATTEST:
City Cl er:~
-6-
R'{ecuted this
day of
1958 By:
Executed this
. day of
, 1958 By:
By:
day of
, 1958 By:
Executed this
Executed this
day of
1958
By:
Executed this
day of
, 1958 By:
By:
By:
ATTEST:
GARDEN GROVE SANITARY DISTRICT
President
Secretary
PLACENTIA SANITARY DISTRICT
President
Secretary
MIDWAY CITY SANITARY DISTRICT
President
Secretary
BOARD OF SUPERVISORS OF TFE
COUNTY OF ORANGE, as Govern-
ing Body of that portion of
the La Habra Sanitary District
(dissolved) being outside the
city limits of La Habra
Chairman
County Clerk and ex-officio
Clerk of the Board of
Supervisors
STANTON COUNTY WATER DISTRICT
President
Secretary
-7-
Exe~u.ted this
_.,'~
Executed this
Executed this
Executed this
.'
day of
t 195t:
day of
, 1958
day of
, 1958
day of
, 1958
LOS ALAMITOS COUNTY WATER DISTRICT
By:
Pl"esident
By"
Secretary
CYPRESS COUNTY WATER DISTRICT
By:
President
By:
Secretary
SELLERS.
COUNTY SANITATION DISTRICT NO. 2
OF ORANGE COUNTY
By:
Chairman
By:
Secretary
COUNTY SANITATION DISTRICT NO. 3
OF ORANGE COUNTY
By:
Chairman
By:
Secretary
BUYERS
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SCHEDULE liB "
".-
Buyers will to the full extent of their ability construct
or cause to be constructed the following sewerage facilities
described in their respective engineering reports dated March.
1958. as soon as bonds are approved by their respective voters.
It is the intent and purpose of Buyers to have constructed and
ready for use on or before September 1, 1959 the following sewerage
c-
facilities.
For general reference these items are called First Year
Construction:
Districts Nos. 2 and 3. jointly:
Unit 1. Miller-Holder Trunk
From Plant No. 2 to Wintersburg Avenue
Unit 2. Miller-Holder Trunk
From Wintersburg and Cannary to Hazard Avenue
Unit 3. Miller-Holder Trunk
From Hazard and Hoover to Cerritos Avenue
Unit 4. Miller-Holder Trunk
From Cerritos and Holder to vmittier Boulevard
District No. 3 only:
Unit 5. Hoover-Western Sub-Trunk
Sugar Branch
Trask Branch
Lampson Branch
District No. 2 only:
Unit 6. Newhope-P1acentia Trunk
From Plant No. 1 to Orange Sub-Trunk
Unit 7. Newhope-Placentia Trunk
From Orange Sub-Trunk to La Palma
Cypress Avenue Sub-Trunk
From La Palma to Pioneer
Orange Sub-Trunk
South Anaheim Intercepter
Olive Sub-Trunk to Vista Avenue
--
All other sewerage facility construction called for in the
aforesaid engineering reports shall be commenced at such times as
the need therefor requires and subsequent to the so-called
First Year Construction, it being the intent of the Buyers
SCHEDULE liB" - Page 1
-1-
to have all sewerage facilities constructed as fast as is
reasonably possible, taking into consideration engineering
and construction practices and seT'rage 21':d incust:c"ial waste
disposal requirements of the areas served.
SCHEDULE "B 11 - Page 2
STATE OF CALIFORNIA )
COUNTY OF O~E ) SSe
CITY OF ANAHEIM )
I, DENE M. WILLIAMS, City Clerk of the City of Anaheim,
do hereby certify that the foregoing resolution was introduced
and adopted at a regular meeting provided by law of the City Council
of the City of Anaheim, held on the 11th day of March, 1958, by the
following vote:
AYES:
COUNCILMEN: Pearson, Coons, Fry, Schutte and Wisser
NOES:
COUNCILMEN: None
.ABSENT: COUNCILMEN: None
AND I FURTHER CERTIFY that the Mayor of the City of
Anaheim approved and signed said resolution on the 11th day of March, 1958.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the City of Anaheim this 11th day of
March, 1958.
A ~~ -- , J-
L />>r~_ )/( 2/ ~rL~
CITY CLERK OF THE CITY OF ANAHEIM
(SELU. )
-