AGR-7652 - ORANGE COUNTY SANITATION DISTRICT (OCSAN) - MOU FOR CONSTRUCTION AND TRANSFER OF SEWER FACILITIES IN CONJUNCTION WITH PROJECT 2-49MEMORANDUM OF UNDERSTANDING
BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF
ORANGE FOR THE CONSTRUCTION AND TRANSFER OF SEWER FACILITIES IN
CONJUNCTION WITH PROJECT 2-49
THIS MEMORANDUM OF UNDERSTANDING ("MOU"), is made and entered into on this
day of 2024, by and between the:
ORANGE COUNTY SANITATION DISTRICT,
a County Sanitation District, hereinafter referred to as "OCSAN";
AND
CITY OF ORANGE, California, a Municipal Corporation,
hereinafter referred to as "City."
OCSAN and City are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as "Parties."
RECITALS
WHEREAS, OCSAN is a duly organized County Sanitation District existing pursuant to
the County Sanitation District Act, California Health and Safety Code section 4700, et
seq., providing for the ownership, operation, and maintenance of waste collection,
treatment, and disposal facilities within Orange County, California; and
WHEREAS, City is a municipal corporation duly organized and validly existing under the
laws of the State of California, with the power to carry on its business as it is now being
conducted under the statutes of the State of California; and
WHEREAS, OCSAN is a regional operator of sewage collection and sewage treatment
facilities, which owns and operates, among other facilities, regional sewage collection
facilities, including trunk sewer pipelines as large as 108 inches in diameter.
WHEREAS, City operates a local sewage collection system, which collects sewage from
properties within its jurisdiction and then transfers it to OCSAN via connection to
OCSAN's regional sewage collection and treatment facilities.
WHEREAS, OCSAN is engaged in Project No. 2-49 to improve its facilities in the City
that run west along Meats Avenue from Santiago Blvd. across the 55 Freeway then south
along Tustin Street then west along Taft Avenue (the "Taft Branch Improvements"). The
Taft Branch Improvements will cause the abandonment of the portion of OCSAN's
facilities along Meats Avenue crossing the 55 Freeway and realigning them south along
N. Sacramento Street to Taft Avenue.
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WHEREAS, in connection with OCSAN's Taft Branch Improvements, OCSAN agrees to
transfer to City OCSAN's sewer facilities along Meats west of the 55 Freeway then south
on Tustin Street to its first intersection with Taft Avenue; and City agrees to transfer to
OCSAN the City's sewer facilities along Taft Avenue from Santiago Blvd., west to N.
Sacramento Street, both as further described in the Sewer Transfer Agreement to be
recorded in the form attached hereto.
WHEREAS, in conjunction with the OCSAN's Taft Branch Improvements, OCSAN will
construct new facilities to be transferred to the City and will modify existing City facilities
to convey flow from existing City facilities to OCSAN's newly constructed regional facilities
as further described in the Sewer Tranfer Agreement.
WHEREAS, City will install video detection cameras within the Taft Branch Improvements
corridor which OCSAN has agreed to procure on behalf of City prior to construction of the
project at no cost to City pursuant to this MOU.
AGREEMENT
NOW, THEREFORE, the Parties hereto agree as follows:
Section 1: Cooperation. OCSAN and City will work cooperatively so the Taft Branch
Improvements can be constructed in a manner that minimizes the costs and impacts to
the public. The specific terms and conditions governing the elements of this Agreement
are set forth hereinafter.
Section 2: OCSAN's Specific Obligations.
A. OCSAN will be responsible for compliance with the California Environmental
Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) with respect
to the Taft Branch Improvements. OCSAN will be the Lead Agency for purposes
of CEQA and, in such capacity, OCSAN will conduct the applicable environmental
review. OCSAN will supply to City copies of the OCSAN-approved environmental
documents for City's files.
B. OCSAN will convey to City the existing sewer line segments to be transferred to
City pursuant to Section 1(a) of the Sewer Transfer Agreement.
C. OCSAN will proceed with the design and construction of the sewer line segments
to be constructed by OCSAN and transferred to City pursuan to Section 1(b)(1) of
the Sewer Transfer Agreement.
Section 3: City's Specific Obligations.
A. City will review and inspect the plans, specifications and construction of the sewer
line segments to be constructed by OCSAN and transferred to City pursuant to
Section 1(b)(2) of the Sewer Transfer Agreement.
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B. City will convey the sewer line segments owned by City to be transferred to
OCSAN pursuant to Section 2 of the Sewer Transfer Agreement.
Section 4: Taft Branch Improvements Costs.
A. OCSAN shall be responsible for design costs for the Taft Branch Improvements.
B. In addition, OCSAN will acquire at no cost to City all video detection system and
appurtenances to achieve detection at the following four intersections: (1) Taft and
Shaffer; (2) Taft and Cambridge; (3) Tustin and Taft; (4) Tustin and Taft/Briardale.
C. OCSAN shall restore inductive loop detectors affected by its construction activities
within three (3) weeks at the intersection of Taft and Glassell at no cost to City.
Section 5: Risk Transfer and Indemnity.
The Parties agree to infemnify each other pursuant to Section 5 of the Sewer Transfer
Agreement.
Section 6: Term. This Agreement will be in full force and effect until the specified
obligations of both Parties have been fulfilled.
Section 7: Agents. Any contractor or subcontractor performing work in connection with
the work described herein on behalf of either Party will be conclusively deemed to be the
servant and agent of each respective Party employing said contractor or subcontractors
thereof, acting on behalf and within the scope of such contractor and subcontractor
contractual obligations for said Party.
Section 8: Notices. Notice shall be given pursuant to section 10 of the Sewer Transfer
Agreement.
Section 9: Jurisdiction. In the event of a dispute regarding performance or
interpretation of this Agreement, the venue for any action to enforce or interpret this
Agreement will lie in the Superior Court of California for Orange County.
Section 10: No Third Party Beneficiaries. This Agreement is entered into by and for City
and OCSAN, and nothing herein is intended to establish rights or interests in individuals
or entities not a party hereto.
Section 11: Force Majeure. Except for the payment of money, neither Party will be liable
for any delays or other non-performance resulting from circumstances or causes beyond
its reasonable control, including without limitation, fire or other casualty, act of God, strike
or labor dispute, war or other violence, acts of third parties, or any law, order, or
requirement of any governmental agency or authority.
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Section 12: Governing Law. This Agreement will be governed by the laws of the State
of California.
Section 13: Entire Agreement. This Agreement constitutes the entire understanding
and agreement between the Parties and supersedes all previous negotiations and
agreements between the Parties pertaining to the subject matter hereof.
Section 14: Waiver. A waiver of a breach of the covenants, conditions, or obligations
under this Agreement by either Party will not be construed as a waiver of any succeeding
breach of the same or other covenants, conditions, or obligations of this Agreement.
Section 15: Modification. Alteration, change, or modification of this Agreement will be
in the form of a written amendment, which will be signed by both Parties.
Section 16: Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement will continue in full force and effect.
Section 17: Agreement Execution and Authorization. Each of the undersigned
represents and warrants that they are duly authorized to execute and deliver this
Agreement and that such execution is binding upon the entity on whose behalf they are
executing this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
General Manager
APPROVED AS TO FORM:
GENERAL COUNSEL ATTEST:
By: By:
Bradley R. Hogin, Kelly Lore,
General Counsel Clerk of the Board
CITY OF ORANGE
By:iljille'l(R.R. Slater, Mayor
APPROVED AS TO FORM: ATTEST:
By: SAA B .
Nathalie A "•urian amela Coleman, City Clerk
Senior Assist. City Attorney
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