Contract - Two Town - 1981-03-13 Recording requested byj 1 1 5 6 9 RECORDED IN OFFICIAL RECORDS
OF ORANGE COUNTY CALIFORNIA
Fiorine, T Reichle EXEMPT I
1lssistarit Secretary
I C 8 _11 o PM MAY_8 .8 1
Costa Mesa Sanitary DistrFCf
P.O. Box 1200 AGREEMENT AND RESTRICTIVE COVENANT
Costa Mesa, CA 92626 ,LEE A. BRANCH, County Recorder op
THIS AGREEMENT made and entered into this 13th day of
March 1981 by and between the COSTA MESA SANITARY DISTRICT 4,-
O
a public agency organized and existing under and by virtue of the en
Sanitary District Act of 1923 hereinafter called 'DISTRICT and
G)
TWO TOWN CENTER ASSOCIATES a joint venture of Anton Associates a —'
California general partnership, and THE PRUDENTIAL INSURANCE COMPANY
Na
OF AMERICA a New Jersey corporation hereinafter called OWNER
W I T N E S S E T H T H A T
WHEREAS DISTRICT is a public agency engaged in the collec-
tion transportation and disposition of liquid waste disposal in
its network of underground sewer installations in accordance with
its powers to levy taxes annex prnperty and perform the public
service of collection transportation and disposition of liquid
waste all as set forth in said Act and
WHEREAS OWNER is the applicant for services as provided
for by DISTRICT on real property currently being developed or
proposed to be developed with improvements which will require
sanitary sewer service as said property is described in Exhibit
A attached hereto and
WHEREAS DISTRICT policy is to annex OWNER s real property
to DISTRICT resulting in the imposition of a tax to generate a
portion of the income needed by DISTRICT for its operation and
WHEREAS after the passage of Assembly Bill 8 Assembly
Bill 1019 Assembly Bill 2212 Assembly Bill 2376 and Senate
Bill 180 taxes due to DISTRICT on completed annexations have
been impounded by the County of Orange and
BK 1 4 0 5 1 PG 1 4 1 3
WHEREAS pending an agreement between the County of Orange
and all of the special districts within the County as to the
methods and formulae to be followed in exchange of property tax
between the affected districts and the County , as required by
these legislative acts , the Local Agency Formation Commission for
the County of Orange has declined to approve certain annexations ,
for a necessary act preceding annexation by DISTRICT, until the
question of tax exchange has been resolved and
WHEREAS DISTRICT has declined to process annexations or
applications for service without receipt of a portion of the
property tax and has declined to operate DISTRICT at a financial
loss and
WHEREAS , dependence upon a portion of the property tax to
be allocated at the sole discretion of the County of Orange is
deemed by DISTRICT as an unreliable source of revenue for DISTRICT
operations and not in keeping with good planning and sound fiscal
practices and
WHEREAS , DISTRICT finds and declares that methods available
to it for funding of the maintenance repair upkeep and replace-
ment of its network of underground liquid waste collecting trans-
porting and disposal system consists of two ( 2) , to wit interim
service contracts with OWNER and persons or entities in like
situations and ultimately an assessment district to insure suffi-
cient revenue for DISTRICT' S operation and
WHEREAS , DISTRICT, in following sound planning and respon-
sible fiscal practices , must annex OWNER' S property to DISTRICT
in order that said property may be in the assessment district
and
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BK14051PG1414
WHEREAS DISTRICT must require , as a condition to providing
service as requested herein compliance with all its ordinances
rules regulations and policies and must provide for methods and
means for the effective administration of this AGREEMENT and for
guarantees that periodic payments will be made and
WHEREAS the parties hereto desire to set forth their
rights and obligations in connection herewith
NOW, THEREFORE , for and in consideration of the covenants
herein contained performed and to be performed the parties
hereto agree as follows
I
It is understood and agreed that OWNER as used in this
AGREEMENT , shall mean the owner of the fee title at the time of
the execution of this AGREEMENT any purchaser of the fee title
from OWNER or any other successor in interest of OWNER or pur-
chaser from OWNER a condominium or cooperative homwowner s
association providing its bylaws and CC&R' s authorize it to
encumber real property for the purposes as expressed in this
AGREEMENT, or lessee of property having a ground lease of twenty-
five ( 25 ) years or more OWNER as used in this AGREEMENT shall
not include a lessee of land or improvements of less than twenty-
five ( 25 ) years , a month-to-month tenant, a mortgagee or bene-
ficiary under trust deed, a tenant by sufferance , or trespasser
DISTRICT may, in its discretion , require a re-execution of this
AGREEMENT by subsequent purchasers of the property from OWNER
herein and OWNER agrees that if required by DISTRICT, it will
condition any sale of the property subject to this AGREEMENT
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BK14051PG1415
upon the re-execution of this AGREEMENT by the purchaser , if
DISTRICT so requires
II
It is understood and agreed by and between the parties
hereto that the terms and conditions as set forth herein shall
be applicable and effective to any sanitary sewer service pro-
vided by DISTRICT outside the jurisdictional limits of the
DISTRICT but within the geographical limits of the City of Costa
Mesa and within the zone of influence of the City of Costa Mesa ,
but not otherwise in the territory of the County of Orange
III
DISTRICT proposes to provide collection , transportation
and disposition of liquid waste disposal from OWNER' S property
into the mains of DISTRICT in the public right-of-way under terms
and conditions and for the considerations as shall be hereinafter
set forth This AGREEMENT does not include the pickup and
disposal of solid waste materials which must be arranged for
separately by OWNER
IV
It is understood and agreed that the cost of construction
of collecting laterals including manholes and pump stations if
any on OWNER' S property and to the connection to DISTRICT' S mains
in the public right-of-way and the repair maintenance and upkeep
of collecting laterals , manholes and pump stations if any shall
be borne by persons or entities other than DISTRICT DISTRICT
agents shall nevertheless have the right to inspect the laterals
constructed on OWNER S property prior to connection with DISTRICT S
mains in the public right-of-way to insure that said construction
-4-
BK14O51PG1416
meets all of the engineering standards and specifications of
DISTRICT No connection with DISTRICT mains in the public right-
of-way will be authorized unless and until DISTRICT Engineer
certifies that on-site construction meets the DISTRICT' S engineer-
ing standards and specifications All facilities on private prop-
erty shall be owned by OWNER as defined herein
V
It is understood and agreed that acquisition of right-of-
way if any shall be by persons or entities other than DISTRICT
and shall be without cost to DISTRICT Proof of acquisition of
right-of-way shall be provided to DISTRICT at the time of the
DISTRICT Engineer' s inspection as set forth herein and prior to
connection with DISTRICT' S mains in the public right-of-way
VI
It is understood and agreed that prior to the approval of
DISTRICT for a connection to DISTRICT mains in the public right-
of-way, OWNER shall have met the following conditions
1 The posting of inspection and administrative fees with
DISTRICT as provided for in DISTRICT Ordinance No 14
2 Application for annexation to DISTRICT and the payment
of the fees in connection therewith , all as provided for in
DISTRICT Ordinance No 14
3 Payment to DISTRICT of fees and charges as required by
DISTRICT Ordinances No 6 and No 7 to the extent that the same
are applicable to development proposed by OWNER
4 Payment in advance of the first and second years'
service charge hereinafter provided for adjusted to a July 1/
June 30 fiscal year
-5-
BK 1 405 1 PG 1 4 1
5 Issued permit from the local agency having jurisdic-
tion for street excavation
6 Deposit with DISTRICT offices , Orange County Sanita-
tion District acreage and unit fees , if any
7 proof that OWNER has obtained or caused to be obtained
all necessary building and construction permits from any govern-
mental agency having jurisdiction over OWNER' S project including
the Coastal Conservation Commission , if applicable
8 Prepare or cause to be prepared and filed with the
offices of DISTRICT such environmental impact report or reports
or negative declarations as shall be required by any governmental
agency having jurisdiction over the project
The above set forth conditions imposed by DISTRICT before
sanitary service will be provided may be made conditions on any
subdivision map, parcel map, approval of conditional use permit
or approval of variance by any local agency having jurisdiction
over improvements contemplated by OWNER on the property to be
served as provided for in this AGREEMENT DISTRICT may decline
service to OWNER herein until such time as the local agency
having jurisdiction over subdivision maps , parcel maps , condi-
tional use permits or variances as certified to the DISTRICT in
writing that conditions relating to sanitary sewers as set out
herein have been met
VII
It is understood and agreed by and between the parties
hereto that in addition to the fees and charges required to be
paid to DISTRICT prior to connection with DISTRICT S mains in
public right-of-ways all as heretofore provided there shall be
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BK14051 PG 1418
imposed a service charge payable annually adjusted to the fiscal
year as heretofore provided and payable the first two ( 2 ) years
in advance which said service charge is reasonably calculated
to provide for OWNER' S share of DISTRICT administration costs
repair , maintenance upkeep replacement and catastrophe contin-
gent funds on DISTRICT' S main line laterals pump stations , force
mains , alarm systems and all other facilities maintained by
DISTRICT in connection with the collection transportation and
disposal of liquid waste The annual service charge as herein-
after set forth will be adjusted annually in accordance with cost
calculations furnished by the Director of Finance of the DISTRICT
based upon DISTRICT s annual budget
VIII
The charge as heretofore provided for shall be on an annual
basis with the initial payment to be for the first and second
year in advance adjusted to the July 1/June 30 fiscal year and
calculated as follows subject to annual budget adjustment as
heretofore provided
1 A minimum of Fifteen ( $15 00 ) Dollars per single family
unit
2 A minimum of Fifteen ($15 00 ) Dollars per thirty ( 30 )
fixture unit for commercial light industrial , profes-
sional , administrative and all other uses not provided
for herein
3 A minimum of $ XXX per thousand ( 1 ,000 ) cubic foot
capacity for manufacturing and heavy industrial
The basic Fifteen ( $15 00 ) Dollar charge set forth above
and the charge for thousand ( 1 ,000 ) cubic feet set forth above is
a minimum charge irrespective of the number of fixture units or
cubic feet of capacity
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BK14051Po14i9
Ix
Subsequent to the payments made in advance as provided for
in the previous paragraphs , OWNER shall be billed quarterly in
advance for services provided for in this AGREEMENT with advance
billings to be for the following quarters
First Quarter - July August, September
Second Quarter - October, November, December
Third Quarter - January February March
Fourth Quarter - April , May , June
X
It is understood and agreed that invoices for services as
provided for in this AGREEMENT will be mailed to OWNER at the
address set forth hereinafter in this AGREEMENT or to any new
mailing address provided to DISTRICT in writing at least fifteen
( 15 ) days before the beginning of each quarter Unless DISTRICT
is notified of a change of address in writing mailings shall be
presumed completed when deposited postage prepaid to the address
set forth in this AGREEMENT Payments required for services as
provided for in this AGREEMENT shall be due on the first day of
each quarter and shall be mailed or delivered to DISTRICT' S head-
quarters as the address as hereinafter set forth in this AGREEMENT
Any payment not received in DISTRICT' S office by the fifteenth
day of the first month of the quarter shall be deemed delinquent
Any payment delinquent as set forth herein shall be subject to a
late charge of five percent ( 5% ) of said payment
XI
It is understood and agreed that the service charge pro-
vided for herein shall become on the first day of each quarter a
lien upon any delinquent parcel subject of this AGREEMENT as here-
tofore provided and shall be extinguished only upon the payment
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BK 14051 PG 1420
of service charge as provided for herein A certificate executed
and acknowledged by a majority of the Board of Directors of
DISTRICT stating the indebtedness is secured by a lien on the real
property subject to this AGREEMENT shall be conclusive upon the
Board and OWNER as to the amount of such indebtedness as of the
date of the certificate in favor of all persons who rely thereon
in good faith and such certificate shall be furnished to OWNER
upon request at a reasonable fee not to exceed Fifteen Dollars
( $15 00 )
XII
Any such lien may be foreclosed by an appropriate action
in a court or in a manner provided by law for the foreclosure of
liens under power of sale Any action in court brought to fore-
close such a lien shall be commenced within one hundred and
eighty ( 180 ) days following the recording of the certificate
evidencing a lien In the event the foreclosure is under a power
of sale as in the case of a mortgage the Board of DISTRICT or
any person designated by it in writing shall be deemed to be
acting as the agent of the lienor and shall be entitled to actual
expenses and such fees as may be allowed by law or as may be
prevailing at the time the sale is conducted Such sale shall
be conducted in accordance with the provisions of Section 2924
sub-Sections ( a ) , (b) and (c) , of California Civil Code appli-
cable to the exercise of power of sale of mortgages and deeds of
trust, or any other manner permitted by law
XIII
It is further understood and agreed that OWNER will require
its contractor constructing any portion of its laterals in the
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BK14O51P.01421
public right-of-way to comply with Sections 6500 through and
including 6707 of the Labor Code Section 42105 of the Govern-
ment Code the Davis/Bacon Act and such of the laws , rules and
regulations as are applicable federal state and local to the
construction of the said facility
XIV
OWNER hereby agrees to protect defend , indemnify and hold
DISTRICT, its elective board and officers and agents and employees ,
harmless from and against any and all attorneys ' fees costs ,
expenses or damages of any nature by reason of injury sustained
by any person , including death, at any time , resulting therefrom,
or by reason of loss of use of , injury to, or destruction of
property , including consequential damages of any nature , result-
ing therefrom arising out of the performance of this AGREEMENT by
or on behalf of OWNER, including damages occasioned by or allegedly
occasioned by joint or contributory negligence or omission or
affirmative action in connection with supervision or direction of
the work by DISTRICT, its elective or appointed boards officers ,
agents or employees This indemnity and hold-harmless AGREEMENT
shall not apply to damages occasioned by the sole negligence of
DISTRICT , it elective boards , officers , agents or employees , but
shall extend to any and all obligations and liabilities under any
statutes , laws or regulations pertaining to provisions of a safe
place for employment of workers or any similar statures , laws
or regulations with respect to injury sustained including death
at any time resulting therefrom by any employee of OWNER, OWNER' S
contractors or subcontractors or others performing under this
AGREEMENT or behalf of OWNER OWNER may insure against the losses
-10-
BK 14051 PG 1422
as provided for in this paragraph however DISTRICT does not and
shall not waive any rights against OWNER which he may have by
reason of the aforesaid hold-harmless agreement because of the
acceptance by DISTRICT of the deposit with DISTRICT by OWNER of
any insurance policy obtained for this purpose
XV
OWNER shall maintain or cause any contractor or subcon-
tractor doing work in the public right-of-way pursuant to this
AGREEMENT to take out and maintain, during the life of any con-
struction project , workers ' compensation insurance and OWNER
agrees to require contractor and subcontractors , if any, to
indemnify DISTRICT for any damage resulting to it from failure of
either OWNER or OWNER' S contractor or subcontractors to take out
and maintain such insurance For that portion of any work to be
done in the public right-of-way , said workers ' compensation
insurance shall name DISTRICT as an additional insured and said
policy shall provide that the insurance provided for therein may
not be cancelled without thirty ( 30 ) days advance notice of such
cancellation to DISTRICT
XVI
The term of this AGREEMENT shall be from the date hereof
until DISTRICT has initiated and completed an assessment district
and OWNER' S property is placed on the assessment roll for the
imposition of a real property tax to pay for the services rendered
by DISTRICT in this AGREEMENT This AGREEMENT shall not be ter-
minated by annexation of the property to DISTRICT and the eventual
development of a formula for the exchange of property tax between
DISTRICT and the County of Orange , provided however , that in the
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BK 14051 PG 1423
event DISTRICT is allocated some property tax under any exchange
formula developed with the County said tax if imposed against
OWNER herein shall be credited against the annual service charge
provided for in this AGREEMENT
XVII
All notice required to be given under this AGREEMENT shall
be deemed given if mailed with prepaid postage or delivered
personally to the parties hereto at the following addresses
OWNER with copy to
TWO TOWN CENTER The Prudential Insurance
c/o C J Segerstrom & Sons Company of America
3315 Fairview Road Southern California Real
Costa Mesa California 92626 Estate Investment Office
Suite 1100
DISTRICT 660 Newport Center Drive
Newport Beach California 92660
Costa Mesa Sanitary District Attn Regional Counsel
77 Fair Drive Real Estate Operations
Costa Mesa California 92626
XVIII
This AGREEMENT shall be deemed as a covenant running with
the land and the duties and obligations provided for herein
cannot be assigned or otherwise conveyed in any amnner that will
excuse the performance of this AGREEMENT by OWNER or its successors
in interest
XIX
In the event of the sale of property subject to this AGREEMENT
OWNER herein will be fully bound and obligated to the terms and
conditions hereof until such time as the purchaser from OWNER herein
has executed a similar agreement with DISTRICT and then only providing
that OWNER herein shall not be delinquent in payment of any of the
fees as provided for in this AGREEMENT It is further understood
-12-
BK 14051 PG 1424
and agreed by and between the parties hereto that OWNER herein shall
not be further bound by the terms of this AGREEMENT from and after
the recording of a notice of termination of said AGREEMENT which
DISTRICT agrees to prepare and record at such time as the assessment
district provided for herein has been completed and the property
subject of this AGREEMENT is placed on the tax roll subject to said
assessment
XX
In the event of legal action including suit arbitration
administrative hearing or other legal proceeding the prevailing
party shall be entitled to legal costs including reasonable
attorneys ' fees to be determined by the presiding officer or
judge in any of said proceedings
IN WITNESS WHEREOF we have hereunto placed our hands and
seals on the day and year first above written
DISTRICT COSTA MESA SANITARY DISTRICT
BY\`�rr ^^ ''11��k
VU�'�- t A
/ President
ATTEST
Secretary
APPROVI AS TO FORM
dr At ornoy for MarDISTRICT
BK 14051 PG 1425
TWO TOWN CENTER
SERVICE AGREEMENT PARCEL
Parcel 1 of Parcel Map No 79-385 in the City of Costa Mesa
County of Orange State of California as shown on a map filed
in Book 137 Pages 5 and 6 of Parcel Maps in the Office of the
County Recorder of said Orange County
SUBJECT TO all Covenents Rights Rights-of-Way and Easements of
Record
EXHIBIT B attached and by this reference made a part hereof
EXHBIT A
BK 1 4 0 5 1 P G 1 4 2 6 137 6
SHEET 2 oc. PARCEL MAP NO 79-385
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EXHIBIT 11B11
BK 14051 PG 1427
OWNER TWO TOWN CENTER ASSOCIATES a
joint venture organized as a
California general partnership
By THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA a
New Jersey corporation
/ ,
K i Precident-
By
By
'ftar-stant ecretary
By ANTON STREET ASSOCIATES a
California general partnership
IC :4-4H
By
OF James M eitbr
By SOUTH COAST PLAZA
By C J SEGERSTROM & SONS
BY �' : .•s
By LC ' 11 i 'iJ. i pry-)
BK 14051 PG 1428
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On this /` day of March 1981 before me the
undersigned a Notary Public in and for said County and
State personally appeared dInor� � c3P4PtC4(OM known
to me to be one of the partners( of C Segerstrom & Sons
a partnership and known to me to be one of the partners
of South Coast Plaza a general partnership and known
to me to be one of the partners of Anton Street Associates
a California general partnership the partnership that
executed the within instrument said partnerships being
known to me to be one of the joint venturers of Two Town
Center Associates the joint venture that executed the
within instrument and acknowledged to me that they executed
the same as partners of the respective partnerships , that
said partnerships executed the same individually and as
joint venturers of said joint venture and that said joint
venture executed the same
OFFICIAL T TA SE /I
-, SEAL F ('�/)'�/ly/,\
ill GMLAWIMILLER F Al./Public in and for
F NOTARY PUBLIC CALIFORNIA ili State of California
�I 'x PRINCIPAL OFFICE IN
ORANGE COUNTY
d4ttormisson Expires Sep t. 15, 1981 d
_ • .-.T• 1 TT r+':1i TrT 1*. :1:1T
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On this /3'1-41 day of March 1981 before me the
undersigned a Notary Public in and for said County and
State personally appeared 4/4-e $44-? 6e Prs-fro known
to me to be one of the partners of C J J6egerstrom & Sons ,
a partnership , and known to me to be one of the partners of
South Coast Plaza a general partnership and known to me
to be one of the partners of Anton Street Associates a
California general partnership the partnership that executed
the within instrument said partnerships being known to me
to be one of the joint venturers of Two Town Center Asso-
ciates the joint venture that executed the within instrument
and acknowledged to me that they executed the same as partners
of the respective partnerships that said partnerships executed
the same individually and as joint venturers of said joint
venture and that said joint venture executed the same
_.-.J.1:1T_1Wy 11;:r4.-.6-.T
OFFICIAL SEAL / CCC
GAIL A N MILLER
.,fi tart' lc In n for
- ,r.n'Y. NOTARY PUBLIC CALIFORNIA
PRINCIPAL OFFICE IN , State of California
i, I ORANGE COUNTY i
My Commission Expires Sept. 15, 1981 F
Tl 1TY111T- 7 T 1T1:1
BK 14051 PG 1429
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE ) SS
On this 13`a' day of March 1981 before me
the undersigned a Notary Public in and for said County
and State personally appeared :j„1.,,, C, F,e„cy, and
;tea% known to me to be the \hcs . .-t erstcc,a
pepa ser,.cc. no respectively of The Prudential Insurance
Company of America the corporation that executed the
within instrument said persons being known to me to be
the persons who executed the within instrument on behalf
of said corporation said corporation being known to me to
be one of the joint venturers of Two Town Center Associates
the joint venturer that executed the within instrument and
acknowledged to me that said corporation executed the same
both individually and as a joint venturer of said joint
venture and that said joint venturer executed the same
vI t Sc« QC,h KtF-
( Notary Public in and for
(Seal) said County and State
•••o•♦eee•e♦♦♦eo e•e•0000e•o••0
• OFFICIAL SEAL •
•
• J. TRISSA KEARNS
• ' `. NOTARY PUBLIC CALIFORNIA t
• PRINCIPAL OFFICE IN
o
• ORANGE COUNTY •
0 My Commission Expires Oct. 10, 1981 0
BK 14051 Pe 1430
STATE OF CALIFORNIA )
SS
COUNTY OF ORANGE )
On this (( day of March 1981 before me
the undersigned a Notary Public in and for said County
and State personally appeared James Hietbrink known to
me to be one of the partners of Anton Street Associates
a California partnership the partnership that executed
the within instrument said partnership being known to me
to be one of the joint venturers of Two Town Center Associates
the joint venture that executed the within instrument and
acknowledged to me that they executed the same as partners
of the respective partnerships executed the same individually
and as joint venturers of said joint venture and that said
joint venture executed the same
^ •' """ ;, TINA M. CHAKEEN 3 Notary Public in and for
" NOTARY PUBLIC-CALIFORNIA.; Said County and State
� ">,'' PRINCIPAL OFFICE IN O
ORANGE COUNTY
My Commission Expires Oct 8,1984
inaminnisystnicaseasalliMMOMIESM
is
a
BK 14051 PG 1431
STATE OF CALIFORNIA )
SS
COUNTY OF ORANGE
On April 27 , 1981 before me the undersigned
a Notary Public in and for said State personally appeared
James A Wahner known to me to be
xxx President and Elvin Hutchison known to
me to be the xxx Secretary of the Costa
Mesa Sanitary District that executed the within Instrument
on behalf of the District therein named and acknowledged
to me that such District executed the within Instrument
authorized by resolution of its Board of Directors duly
adopted pursuant to the authority granted by the Sanitary
District Act of 1923
OFFICIAL SEAL
WITNESS my hand and official seal FLORINE T REICHLE
NOTARY PUBLIC CALIFORNIA
rn T PRINCIPAL OFFICE IN
` ` ORANGE COUNTY
q' My Commission Expires March 23, 1984
A Notary Public in and for
said County and State (Seal)