21-1027_SANTA MARGARITA WATER DISTRICT_Agreement RE Assignment and Assumption of Cotton SettlementEXHIBIT A
03-23-'15 18:41 FROM-Kushner Law Firm PLC 9494213031 T-352 P0077/0078 F-185
RECORDING R£QU£STED ay,
Blue Water Escrow, Jnc.
Order No. 4608237--({v.l
EsccowNo 1403·1378-KC
Parcel No. 664-111-0'4 &
664-111-06
AND WHEN RECORDED MA.IL 1'0:
JEFFREY COTTON
9 Dry Creek Lane
Laguna Hills, CA 92653
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
11111111111111111 IIIII IIIII llllllllllllllllllllllllllllllllllllllllllllllll29.oo * $ ~ 0 0 0 6 6 5 7 1 5 7 $ *
2014000159435 3:45pm 04/25/14
90 401 002 2 Non-dis
0.00 0.00 20.00 0.00 3.00 0.00 0.00 0.00
SPACE ABOVE Tl-HS LINE FOR ~ECORDER'S USE
GRANT DEED
THE; UNDERSIGNED GRANTOR(S) DECLARE(S) THAT DOCUMENTARY TRANSFER TAX IS NOT OF PUBLIC RECORD
lZI computed on full value of property conveyed, or
0 computed on ·run va1ue less Hens or encumbrances remaining at the time of sale.
0 unincorporated area: [8] San Juan Capistrano
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
R.J. Bl-andes and Gloria Brandes, Trustee oftbe Brandes Trust dated Novembct 28~ 1994
hereby GRANT(S) to _Jeffrey S. Cotton and Shannon L. Cotton, Trustees ot The Cotton
Family Trust dated September 9, 2002
the following described real property in the County of Onnge. State of Califomia:
Those certain parcels of land situated in the· City of San Juan Capistrano, County ofOrang,e, State of California,
being Parcels 1 and 2, as shown on Exhibits "A' and "B" attached to Lot Line Adjustment No. 06-13101 ~01
recorded on August 22, 2006 as Instrument No. 20060005602661 in the official records of Orange County
Califomia,
Dale March 28,2014
R.J. Brandes and Gloria Brandes~ Trustee of the
Brandes Trust dated November 28, 1994
/s/ signed in counterpart
By: R.J. Brandes, Trustee
STATE OF CALIFORNIA }
}S.S.
}
On , before 1e, S,'o { / lil!t..9 P1 , notary public,
personally appoareCI \~ ~who proved to me on
the basis of satisfactory evideEto be the person(s) whMe name(s) is re subscribed to the within instrument and
ac~ledged to me that h sh they executed the same in his/her their authorized capacity(ies), and that by
his he their sign.ature(s) on tH nstrument the person(s), or the entjty upon be:haJf of whlch the psrson(s) acted,
exe ed the instrument, .
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
(Seal)
Document Number: 2014000159435 Page: 1 of 2
03-23-'15 13:41 FROM-Kushner Law Firm PLC
RECORDING REQUESTED BY'
BJue Water Escrow, Inc.
Order No. 4608237 --flvJ
Escrow No. 1 403-1378-KC
Parce1No.664-111-04 &
664-111-06
AND WI:IEN RECORDED MAIL TO:
JEFFREY COTTON
9 Dry Creek Lane
Laguna Hills, CA 92653
9494213031 T-352 P0073/0073 F-185
S"f'ACE ABQVg THIS LINE FOR RECORDER'S USE
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLAR£(S) THAT DOCUMENTARY TRANSFER TAX IS l NOT OF PUBLIC RECORD
t8] computed on full value of property conveyed, or
0 computed on full value less liens or encumbrances remaining at the time of sale.
0 unincorporated area: fZ] S~u1 Ju~n Capish·ano
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
R.J. Brandes and Gloria Brandes, Trustee of the Brandes Trust dated November 28i 1994
herebyGR.ANT(S)to Jeffrey S. Cotton and Shannon L. Cotton; Truste.e:s of The: Cotton
Family Trust dated September 9, 2002
the following described real property in the County of Orange, State of California:
Those certain pa1·cels ofland situated in the City of San Juan Capistrano~ County ofOtange, State ofCalifomia1
being Parcels 1 and 2) as shown on Exhibits ''A' and "Bj) attached to Lot Line Adjustment No. 06-13101-01
recorded on Augost 22,2006 as Instrument No. 2006000560266, in the official records of Orange County
California.
Is/ signed in counterpart
By: Gloria Brandes, Trustee
STATE OF CALIFORNIA }
{11,--n n!/1r' }S.S. COUNTYOF~I, ~_!'-)
On 3-:;)..8 -/ '1 , before me, S · {) 8f'Jtrerrt1-.. , notary public,
personally appea1·ed @ _ :I. l~@On("~·f ~~ who pl'Oved to me on
the basis of satisfactory evidence J_o. be the personfsf"Whose name(:;.j-is/at:e""Subscribed to the within instrument and
acknowl;dged to me that heJstreJtJ;~-ey executed the same in his/hetfthe-i1 authorized capacity(ics"J:and that by
his/iwrft_!;l.elf signaturejsf on the ii-lstrument the person.(.sr,Or the entity upon behalf of which the person(s) acted.
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand a
Signature _·.:_VJ___.:·:_' -w:_x...::__-J ____ _ (Seal)
M;!!i] Ta~ Statement to: SAME AS M~.OVE or Address Nott:d Below
s.
Commissio(l # 1-96.'.3870
Notary Publfc • C<t/ifomia
Coumy
__________ ,. ______________ _
Document Number: 2014000159435 Page: 2 of 2
EXHIBIT B
SETTLEMENT, MUTUAL RELEASE AND WELL SHARING AGREEMENT
This SETTLEMENT, MUTUAL RELEASE AND WELL SHARING AGREEMENT (the
"Agreement") is made by and between Jeffrey Cotton and Shannon Cotton, as trustees of the Cotton
Family Trust dated September 9, 2002 (collectively, the "Cottons"); and the City of San Juan Capistrano,
a public municipality (the "City"), on its own behalf and as successor-in-interest to the Capistrano Valley
Water District (the "District"), a redevelopment agency. All references to the City shall mean and refer to
the City, as successor-in-interest to the District. The Cottons and the City are collectively referred to as
the "Parties" and/or individually as a "Party."
RECITALS
A. Pursuant to that certain deed dated April 25, 2014 and recorded as instrument number
2014000159435 in the Official Records of Orange County, California, the Cottons own real property
located at 28801 San Juan Creek Road, San Juan Capistrano, California 92675 (the "Cotton Property"),
as further described in Exhibit A.
B. In or around 1987, Rancho San Juan, a California joint venture, dedicated to the City a
storm drain easement. Concurrently, an entity known as the William Krem Company, a California general
partnership (the "William Krem Company"), purportedly dedicated to the District "the water rights included
within or appurtenant to the land lying within the distinctive border line of this tract [Tract No. 13101]"
pursuant to that document recorded as instrument number 87-608081 in the Official Records of Orange
County, California (the "1987 Dedication"). The Cotton Property is located within Tract No. 13101. The
Parties dispute the William Krem Company's status as a purported predecessor in interest to the Cottons.
The Parties also dispute the validity and effect of the 1987 Dedication.
C. The City owns real property adjacent to the Cotton Property (the "Riding Property"), as
further described in Exhibit B. Pursuant to a management agreement dated November 18, 2014, the
Riding Property is operated by Blenheim Facility Management, LLC ("Blenheim"). As of the Effective
Date, as defined in Section 6, Blenheim occupies the Riding Property.
D. The Cottons own and operate multiple functioning wells located on the Cotton Property,
including a well installed in 2002 (the "Blenheim Well"). All references to the Blenheim Well include all
appurtenant facilities necessary and appropriate to the proper functioning of the Blenheim Well.
Additionally, the Cottons own and operate certain facilities existing in, over, under, on, through, within,
and across the Cotton Property, that are capable of transporting and delivering water produced from the
Blenheim Well to the Riding Property, including but not limited to a pipeline that connects the Cotton
Property to the Riding Property (collectively, the "Blenheim Water Delivery System"). All references to the
Blenheim Water Delivery System include all appurtenant facilities necessary and appropriate to the
proper functioning of the Blenheim Water Delivery System. The Blenheim Water Delivery System
intersects the Riding Property at a point midway along the westerly border of the Cotton Property abutting
the Riding Property ("Point of Connection"). The Blenheim Well, Blenheim Water Delivery System and
Point of Connection are depicted on Exhibit C.
E. On March 23, 2015, the Cottons filed a Verified Complaint against the City, the District,
and other neighboring parties, seeking, inter alia, to quiet title to their water rights, in the case captioned
Case No. 30-2015-00778655-CU-BC-JC in the Superior Court of the State of California County of Orange
(the "Lawsuit").
F. On August 5, 2015, the City, on behalf of itself and as successor-in-interest to the District,
filed an Answer.
G. The Parties wish to avoid the expense, inconvenience, and uncertainty of litigation and
desire to enter into this Agreement to resolve their pending disputes and to provide for the City's use of
the Blenheim Well and Blenheim Water Delivery System for the benefit of the Riding Property.
040185\0006\15072199.5 Page 1 of 14
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. STATEMENT OF INTENT AND PURPOSE
1.1 Recitals. To the best of the Parties' knowledge, the Recitals set forth above are
true, accurate and correct, and such recitals are incorporated into this Agreement by this reference.
1.2 Purpose. The purpose of this Agreement is to: (1) resolve, compromise, and
settle the Parties' disputes, including, but not limited to those contentions alleged or that could have been
alleged in the Lawsuit, upon terms and conditions set forth in this Agreement; and (2) provide for the
City's shared use of the Blenheim Well and Blenheim Water Delivery System for the benefit of the Riding
Property and payment to the Cottons for the use of these facilities. The Parties acknowledge and agree
that the City's execution of this Agreement is made solely and exclusively for the above referenced
purpose and shall not constitute or be construed as a waiver of the City's claimed water rights in any
other context or venue, shall have no precedent, and shall not constitute an admission against interest.
2. DISCLAIMER OF WATER RIGHTS AND LIMITATIONS OF DISCLAIMER
2.1 The City waives any claim to any water rights appurtenant to the Cotton Property,
including but not limited to any riparian, overlying, appropriative, prescriptive, statutory, or contractual
rights to surface water, subsurface groundwater, or percolating groundwater, including any claims for
water rights appurtenant to the Cotton Property based on the 1987 Dedication or any other alleged
dedications of water rights to the City or the District from the Cottons, the William Krem Company, or
either of their predecessors/successors-in-interest ("Cotton Water Rights").
2.2 To the extent the waiver of water rights based on the 1987 Dedication in
Section 2.1 above is ineffective to transfer all such water rights to the Cottons, the City does hereby
forever quitclaim to the Cottons, their successors and assigns, all rights, titles, interests, estates, claims
and demands, both at law and in equity, of the City to any and all water rights appurtenant to the Cotton
Property that may have been included in the 1987 Dedication or any other alleged dedications of water
rights to the City or the District from the Cottons, the William Krem Company, or either of their
predecessors/successors-in-interest. The covenants set forth in this Section 2.2 shall be evidenced by the
recordation of a quit claim deed in the official records of the County of Orange. The form of quitclaim deed
is attached as Exhibit D.
2.3 Except as expressly provided in Sections 2.1 and 2.2, the Cottons acknowledge
and agree that nothing in this Agreement is intended to surrender, alter, waive, transfer, sever, diminish
or lessen the City's water rights, including any water right of any nature and to any source of supply and
any contractual right to water (collectively, "City Water Rights") and that nothing in this Agreement shall
constitute or be construed as a waiver of any action, claim, protest, complaint, objection or legal argument
with regard to the City Water Rights. Further, notwithstanding Sections 2.1 and 2.2, nothing in this
Agreement shall constitute a waiver or transfer of any rights, titles, interests, estates, claims or demands
of the City to (a) any water rights associated with, appurtenant to, or benefitting any real property that is
not the Cotton Property, including but not limited to any rights, titles, interests, estates, claims and
demands based on the 1987 Dedication or any other alleged dedications of water rights to the City or the
District from the Cottons, the William Krem Company, or either of their predecessors/successors-in-
interest, or (b) any other water rights not appurtenant to the Cotton Property.
2.4 The City agrees that it will not object to or challenge the existence, ownership, or
validity of the Cotton Water Rights on any basis in any proceeding, including but not limited to any
proceeding in state court or before a state regulatory agency, so long as the Cotton Water Rights are
040185\0006\15072199.5 Page 2 of 14
used solely for reasonable and beneficial purposes upon the Cotton Property only. The City further
agrees that it will not object to any application by the Cottons pursuant to the Cotton Water Rights for a
permit for the construction or modification of one or more wells on the Cotton Property, or the construction
or modification of such a well pursuant to a permit issued by an agency authorized to do so, except to the
extent that such construction or modification fails to comply with the terms and conditions of any
applicable permit, law or regulation. Additionally, the City shall withdraw and nullify the effect of its prior
objection to the third well located on the Cotton Property. Notwithstanding the foregoing, the Cottons
acknowledge and agree to all of the following:
2.4.1 Nothing in this Agreement constitutes an agreement, representation or
warranty by the City as to the existence, ownership, character, validity, extent, quantity, or priority of the
Cotton Water Rights and the City reserves all claims, rights and defenses not expressly granted by this
Section 2.4, including but not limited to the City's right to object to or challenge the character, extent,
quantity, or priority of the Cotton Water Rights, or the exercise of such rights, in any proceeding, including
but not limited to a stream adjudication.
2.4.2 In the event a court, regulatory agency or other adjudicatory body issues
a final decision, order or judgment finding, concluding or determining the existence, ownership, character,
validity, extent, quantity or priority of the Cotton Water Rights, nothing in this Agreement shall prohibit the
City from taking any action, or inaction, consistent with such decision, order or judgment, including but not
limited to objecting to or challenging the Cotton Water Rights, or the exercise of such rights.
3. COTTON DISMISSAL OF THE CITY FROM THE LAWSUIT
3.1 Within ten (10) days of the Effective Date, the Cottons will file the necessary
paperwork to dismiss the City with prejudice from the Lawsuit.
4. CITY'S USE OF BLENHEIM WELL AND WATER DELIVERY SYSTEM
4.1 The City shall have the right to share in the use of the Blenheim Well and
Blenheim Water Delivery System as provided herein. The Parties hereto anticipate that the Blenheim
Well shall be capable of producing at least 300 gallons per minute of water, which rate is sufficient to
permit the delivery of at least 170 acre-feet per year for use on the Riding Property ("Minimum Rate").
The City shall take delivery of the water produced from the Blenheim Well at the Point of Connection. The
Cottons acknowledge and agree that the City shall have no responsibility for the production,
transportation or delivery of water prior to, or before, the Point of Connection. The Cottons shall bear all
responsibility for the use, operation and maintenance of the Blenheim Well, the Blenheim Water Delivery
System and any other facilities located upon the Cotton Property. The Point of Connection is intended to
be the point of separation between the Parties' respective responsibilities for those facilities located upon
the Cotton Property for which the Cottons are responsible and those facilities located upon the Riding
Property for which the City is responsible.
4.2 The City acknowledges and agrees that the Cottons do not represent or warrant
any right to pump or convey water and that Section 4.1 simply provides the City with the right to shared
use of the Blenheim Well and Blenheim Water Delivery System to produce and deliver water pursuant to
the City Water Rights and that the Monthly Payments described in Section 5 relate to the City's shared
use of the Blenheim Well and Blenheim Water Delivery System only and not to the water produced. The
Cottons acknowledge and agree that the City's Water Rights are separate and apart from the Cotton
Water Rights, and that the City's use of water pursuant to this Agreement is made pursuant to the City's
Water Rights.
040185\0006\15072199.5 Page 3 of 14
5. INITIAL AND MONTHLY PAYMENTS
5.1 In full settlement of any and all claims by the Cottons as to or against the City, as
well as any of the City's representatives, agents, officers, attorneys, successors, and/or assigns, the City
shall tender to the Cottons the sum of $35,000.00 (the "Initial Payment"). The Initial Payment shall be
paid within ten (10) business days of the Effective Date. The check shall be made out to: "Kushner
Carlson Atty-Client Trust Account."
5.2 For each month of the Term of this Agreement, regardless of whether any water
is drawn from the Blenheim Well, the City shall pay to the Cottons $3,000.00 by the 1st day of each
month for use of the Blenheim Well and Blenheim Water Delivery System ("Monthly Payment")
commencing on the Effective Date. In the event the first month is a partial month, payment for that month
will be prorated. The Monthly Payment is inclusive of any and all costs associated with the City's use and
of the Blenheim Well and Blenheim Water Delivery System pursuant to this Agreement, including but not
limited to the cost of energy to operate the Blenheim Well, and any costs of repair. The City
acknowledges and agrees that such Monthly Payment is above and beyond and in addition to any
consideration that may be paid by any tenants or operators of the Riding Property relating to electricity for
the Blenheim Well and Blenheim Water Delivery System or other services provided by the Cottons.
6. EFFECTIVE DATE AND PARTIAL TERMINATION
6.1 Effective Date. This Agreement is effective on the date executed by both Parties
("Effective Date").
6.2 Partial Termination. Sections 4 and 5 of this Agreement shall terminate ("Partial
Termination") upon the occurrence of any of the following: (1) either Party withdraws from this Agreement
on ninety (90) days prior written notice to the other Party; (2) the Blenheim Well does not meet the
Minimum Rate set forth in Section 4.1 or the Blenheim Water Delivery System otherwise becomes
unusable for the purpose of this Agreement; or (3) either Party breaches this Agreement.
6.3 Termination of Rights or Obligations. Upon Partial Termination, the Parties shall
be released from all rights and obligations under Sections 4 and 5, including but not limited to the City's
right to use the Blenheim Well and Blenheim Water Delivery System and the City's obligation to make the
Monthly Payments. The Parties shall cooperate to decommission the Point of Connection within a
reasonable period. For purposes of clarity, all provisions of this Agreement, excepting Sections 4 and 5,
shall survive any Partial Termination.
6.4 Partial Refund of Initial Payment. In the event Partial Termination occurs on or
before the one-year anniversary of the Effective Date (said 12-month period being the "Refund Period"),
and such termination is not the result of the City's withdrawal pursuant to Section 6.2, the City shall be
entitled to a refund of the Initial Payment in an amount that is equal to the Initial Payment prorated for the
number of full months remaining in the Refund Period from the date of Partial Termination ("Partial
Refund"). For example, if Partial Termination occurs 63 days following the Effective Date, the City shall
be entitled to a Partial Refund that is equal to nine-twelfths (9/12) of the Initial Payment. The Cottons shall
make the Partial Refund to the City within ten (10) business days of the date of Partial Termination. The
check shall be made out to: "City of San Juan Capistrano" and shall be delivered to the City Clerk.
040185 \0006\15072199 5 Page 4 of 14
7. RELEASES
7.1 Release and Waiver of Claims. The Parties, individually and collectively, release
and waive any and all claims, demands, actions, causes of action, damages, costs, expenses, and other
rights of any nature whatsoever, whether known or unknown, whether or not accrued, whether in tort or
contract against any other Party, individually and collectively, and their respective officers, directors,
shareholders, expert witnesses, attorneys, consultants, representatives, agents, employees, insurers,
owners, managers, members, affiliates, and contractors, the Parties' predecessors, successors, and
assigns arising out of or in any way relating to the allegations, claims, and/or causes of action alleged in
the Lawsuit.
7.2 Section 1542 Release. The Parties waive their rights under Section 1542 of the
California Civil Code and any similar law of any state or territory of the United States as it relates to the
claims made or alleged in the Lawsuit only. Section 1542 provides as follows:
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.
7.3 Post-Settlement Facts and Law. The Parties understand and agree that facts or
law applicable to any matter covered by this Agreement might be discovered hereafter to be other than or
different from the facts or law now believed by them or their attorneys and advisors to be true or
applicable. The Parties expressly accept and assume the risk of such possible differences in fact or law,
which they or their attorneys or any other person or party may later discover, and agree that this
Agreement will nevertheless remain in full force and effect notwithstanding the later discovery of such
differences, if any.
8. GENERAL PROVISIONS
8.1 Attorney's Fees and Costs. The Parties expressly acknowledge that they are
solely responsible for the payment of all of their expenses, costs of any nature, and attorneys' fees related
to the Lawsuit and this Agreement.
8.2 Independent Review. The Parties represent that they have read and understand
this Agreement and enter into this Agreement of their own free will and have not been pressured or
coerced in any way whatsoever into signing this Agreement. Each Party has been represented by
independent legal counsel through the execution of this Agreement.
8.3 Agreement Governed By California Law. This Agreement is governed in all
respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the
State of California without regard to the choice of law provisions thereof. If any provision of this
Agreement is held to be invalid, void or unenforceable for any reason, the remaining provisions must be
construed to continue in full force and effect without being impaired in any manner whatsoever.
8.4 Not an Admission of Liability. The Parties and any and all related persons or
entities do not admit any liability of any kind to each other. This Agreement is intended to resolve and
release any and all claims related to the Lawsuit between the Parties and to avoid the uncertainty and
costs of litigation. Nothing in this Agreement shall prejudice, waive or impair any right, remedy or defense
that any Party may have in any other or further legal proceeding.
8.5 No Assignment. The Cottons shall not voluntarily or by operation of law assign,
hypothecate, give or otherwise transfer or encumber all or any part of their rights, duties, or other
interests in this Agreement ("Assignment") except in connection with the conveyance or encumbrance of
the Cotton Property, without the City's prior written consent, which consent shall be in the sole discretion
040185\0006\15072199.5 Page 5 of 14
of the City. Any attempt to make an Assignment in violation of this Section 8.5 shall be null and void and
of no effect whatsoever. Without limiting the foregoing, the Cottons expressly acknowledge and agree
that the rights and obligations under this Agreement shall not be assigned or otherwise transferred for the
benefit of any property other than the Cotton Property.
8.6 Agreement Binding On Successors and Permitted Assigns. This Agreement
shall be binding upon the Parties and their respective heirs, executors, administrators, corporate parents,
subsidiaries, affiliates, operating companies, administrators, representatives, executors, successors and
permitted assigns.
8.7 Agreement Mutually Drafted. This Agreement is the product of negotiation and
preparation by each of the Parties and their lawyers who have had an opportunity to draft and prepare its
provisions. As a result, the Parties expressly acknowledge and agree that this Agreement shall not be
deemed to have been prepared or drafted by any one Party over any other and shall be construed
accordingly. Accordingly, any rule of law or legal decision that would require interpretation of this
Agreement against the drafter, including without limitation, California Civil Code §1654, is not applicable
and is irrevocably and unconditionally waived.
8.8 The Parties Have Not Transferred Any Claims. The Parties covenant that they
have not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity,
any claims or portion thereof or interest therein which are released in this Agreement.
8.9 Execution in Counterparts. This Agreement may be executed in counterparts,
each of which will constitute an original, but all of which taken together shall constitute one and the same
document. Any Party may rely on a signature from another party transmitted by fax or by PDF, and any
Party who faxes or e-mails by PDF a signature page bearing the faxing Party's signature does so with the
understanding and intent that such faxed or PDF signature is equivalent to delivery of an ink-original
signature.
8.10 No Waiver. No failure to exercise and no delay in exercising any right, power, or
remedy hereunder shall impair any right, power or remedy that any Party may have, nor shall any such
delay be construed to be a waiver of any such right, power, or remedy, or any acquiescence in any
breach or default hereunder, nor shall any waiver of any breach or default of any Party hereunder be
deemed a waiver of any default or breach subsequently occurring. All rights and remedies granted to any
Party hereunder shall remain in full force and effect notwithstanding any single or partial exercise of, or
any discontinuance of, any dispute begun to enforce any such right or remedy. The rights and remedies
specified herein are cumulative and not exclusive of each other or of any rights or remedies which any
Party would otherwise have. Any waiver, permit, consent or approval by any Party of any breach or
default hereunder must be in writing and shall be effective only to the extent set forth in such writing
signed by the Party to be charged and only as to that specific instance.
8.11 Entire Agreement. This Agreement and its Exhibits shall together constitute the
full and entire integrated Agreement between the Parties regarding the subject matter of this Agreement.
The Parties acknowledge that no Party has made any representations, warranties, agreements, or
covenants which are not expressly set forth herein. This Agreement may only be amended or modified
by a written instrument executed by the Parties. Under no circumstances may this Agreement be
modified orally by any Party.
8.12 Execution by the Parties. Each signatory to this Agreement hereby represents
and warrants that he or she possesses all necessary capacity and authority to execute and deliver this
Agreement on behalf its respective Party. The City represents and warrants that it has the necessary
authority to enter into this Agreement as the predecessor-in-interest to the District, and by doing so on
behalf of the District, agrees to indemnify and hold harmless the Cottons against any claims brought by
the District arising out of or relating to this Agreement or the Lawsuit.
040185\0006\15072199.5 Page 6 of 14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the
date(s) set forth below.
Dated:
Cottons:
Jeffrey Cotton, as trustee of the Cotton Family Shannon Cotton, as trustee of the Cotton Family
Trust dated S i ber 9, 2902, Trust dated September 9, 2002
VX141.110 1
4-OrN„..
Dated:
City of San Juan Capistrano, a public
municipality
Dated: ct a t 2
By:
Name:
Its:
040185 \ 00G6\ 15072199.5 Page 7 of 14
City of
muni
By:
Name:
Its: F {i}t,{ or`
Juan Capistran o a public
Adir
14TIMINat.' .0.
ty
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the
date(s) set forth below.
Cottons:
Jeffrey Cotton, as trustee of the Cotton Family Shannon Cotton, as trustee of the Cotton Family
Trust dated September 9, 2002 Trust dated September 9, 2002
Dated:
61 /4 -7-bUY
ATTEST:
114ria Morris,' City, Clerk
Dated:
Dated:
Page 7 of 14
040185 I 00061150721993
EXHIBIT A
LEGAL DESCRIPTION OF THE COTTON PROPERTY
Real property in the City of San Juan Capistrano, County of Orange, State of California, described as
follows:
PARCELS 1 AND 2 AS SHOWN ON EXHIBIT "A" ATTACHED TO LOT LINE ADJUSTMENT LL NO. 06-
13101-01 RECORDED AS AUGUST 22, 2006 AS INSTRUMENT NO. 06-560266 OF OFFICIAL
RECORDS OF ORANGE COUNTY, CALIFORNIA.
APN: 664-111-04 and 664-111-06
040185 \0006\15072199 5 Page 8 of 14
EXHIBIT B
LEGAL DESCRIPTION OF THE RIDING PROPERTY
Parcel 7:
That portion of Parcel 104 of Certificate of Compliance No. CC 2001-01, in the
thincorporatied Territory of the County of Orange, State of California, recorded July 26,
2001 as Instrument No. 20010508635 of Official Records, in the office of the County
Recorder of said County, described as follows:
Beginning at the Southeasterly terminus of that certain course along the Southwesterly
line of Rancho Mission Viejo, as shown on Record of Survey No. 2006-1181, in Book
2 !8, Pages 14 through 24, inclusive, of Records of Survey, in the office of said County
Recorder, described as having a bearing and distance of "Noah 52'57'24" West
4459.27' " on said Record of Survey; theme along said Southwesterly line North
5'1'57'24" West 526.36 feet to a point hereinafter referred to as Point 'A"; thence leaving
said Southwesterly line and along the Northwesterly line of Parcel Two of the Planning
Area One Development Boundary as approved July 26, 2006 by the Orange County
Planning Commission Resolution No. 06-05, as shown on said Record of Survey, the
fallowing courses: North 2"38'15" East 301.76 feet, North 34'09'52" East 888,59 feet,
and North 23°20'42" East 814.28 feet to the Southerly right-of-way line of Ortega
Highw_ay,,.as described in Exhibit "C" in the Grant Deed to the County of Orange,
recorded August 1, 2008 as Instrument No. 2008000368965 of said Official Records;
thence along said Southerly right-cf-way line, the following courses: North 83°12'45"
Fist 344.58 feel, North 6°47'15" West 19.74 feel to the beginning of a non-tangent curve
concave Southerly having a radius cf 6326.27 feet, a radial line of said curve to said point
bears North 3'13'37" West, Easterly 24.26 feet along said curve through a central angle
of 0'13'11", North 86°59'34" Eas: 256,57 feet to the beginning cf a curve ecincave
Northerly having a radius of 4579.73 feet, Easterly 139.48 feet along taid curve through a
central angle of 1°44'42", non,tangent South 87°43'55" East 90,93 feet to the beginning
of a non-tangent curve concave Northerly having a radius of 4591.70 feet, a radial line of
said curve to said point bears South 5'52'42" East, Easterly 275.99 feet along said. curve
through a central angle of 3°26'38", non-tangent North 87°16'57" East 71,92 feet, South
10'12'54" East 4.17 fcct, South 59'04'37" East 84.63 feet, and North 85'16'07" East
18.27 feet to a point on a non-tangent curve concave Northwesterly having a radius of
1550.00 feet, a radial lino of said eurve to said point bears North 85°17'19" East, said
curve also being the Northwesterly right-of-way line of La Pata Avenue, as shown on
said Record of Survey; thence along said Northwesterly right-of-way, the following
courses; Southwesterly 1103.15 feet along said curve through a central angle of
4C*461 40", South 36°03'59" West 561.99 feet to the beginning or a curve concave
Southeasterly having a radius of 1650.00 feet, and Southwesterly 882.54 feet along said
curve through a central angle of 3018'46", to a point hereinafter referred to as Point "B";
thence leaving said Northwesterly right-of-way line non-tangent South 84°26'50" West
703,78 feet to a point on said Southwesterly line of Rancho Mission Viejo, said point
being distant thereon South 19°17'44" East 21339 feet from the point of beginning;
thence North I T17'44' West 213.59 feet to the point of beginning.
EXCEPTING therefrom that portioe of land described in the Grant Deed to the County of
0:ange recorded jAdumgy 0, 2010 as Instrument No..20/000490.sti_ of
Official Records, in the office of said County Reorder.
Containing an area of 68.889 acres, more or less_
040185\0006\15072199.5 Page 9 of 14
Rancho Mission Viejo Ridng Park
City of San Juan Capistrano
125-172-26
Location of on-site
well lines on Cotton
Property
Location of irrigation
lines on City Property
664-111-05
Point of Connection
Exhibit "C"
The Blenheim Well, Blenheim Water Delivery
System and Point of Connection
Legend
Well
¨ Connection Point
Well Line
All depictions are approximate
Irrigation Line
Parcel 0 100 200 Feet
I I I
040185\0006\15072199.5 Page 10 of 14
EXHIBIT D
QUIT CLAIM DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
AND MAIL ALL TAX STATEMENTS TO:
The Cotton Family Trust
28801 San Juan Creek Road
San Juan Capistrano, CA 92675
Attn: Jeffrey Cotton
(Space Above For Recorder's Use)
QUITCLAIM DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
The undersigned declares that this Quitclaim Deed is exempt from Recording Fees
pursuant to California Government Code Section 27383.
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged,
and pursuant to that certain Settlement, Mutual Release and Well Sharing Agreement dated
September , 2016, by and between the City of San Juan Capistrano, a public municipality
(the "City") and Jeffrey Cotton and Shannon Cotton, as trustees of the Cotton Family Trust dated
September 9, 2002 (collectively, the "Cottons"), the City, on its own behalf and as successor-in-
interest to the Capistrano Valley Water District (the "District"), a redevelopment agency, does
hereby FOREVER QUITCLAIM to the Cottons all rights, titles, interests, estates, claims and
demands, both at law and in equity, of the City to any and all water rights appurtenant to that
certain real property owned by the Cottons described on Schedule 1 attached hereto (the "Cotton
Property"), including but not limited to any water rights appurtenant to the Cotton Property that
may have been included in that document recorded as instrument number 87-608081 in the
Official Records of Orange County, California ("the 1987 Dedication") or any other alleged
dedications of water rights to the City or the District from the Cottons, the William Krem
Company, or either of their predecessors/successors-in-interest. This Quitclaim Deed applies
solely to rights, titles, interests, estates, claims and demands pertaining to the Cotton Property
and does not apply to all rights, titles, interests, estates, claims and demands in and to any other
property described in the 1987 Dedication or any other property. Further, this Quitclaim Deed
does not include all rights, titles, interests, estates, claims and demands, both at law and in
equity, of the City to any and all other water rights not appurtenant to the Cotton Property.
040185 \0006\15072199 5 Page 11 of 14
IN WITNESS WHEREOF, this Quitclaim Deed has been executed this day of
, 2016.
CITY OF SAN JUAN CAPISTRANO,
a public municipality
By:
Name:
Its:
040185\0006\15072199.5 Page 12 of 14
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy,
or validity of that document.
State of California
)
County of
)
On , before me, ,
(insert name of notary)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
040185\0006\15072199.5 Page 13 of 14
SCHEDULE 1
DESCRIPTION OF THE COTTON PROPERTY
Real property in the City of San Juan Capistrano, County of Orange, State of California, described as
follows:
PARCELS 1 AND 2 AS SHOWN ON EXHIBIT "A" ATTACHED TO LOT LINE ADJUSTMENT LL NO. 06-
13101-01 RECORDED AS AUGUST 22, 2006 AS INSTRUMENT NO. 06-560266 OF OFFICIAL
RECORDS OF ORANGE COUNTY, CALIFORNIA.
APN: 664-111-04 and 664-111-06
040185\0006\15072199.5 Page 14 of 14
EXHIBIT C
EXHIBIT D
Via Email and Mail
Jeffrey and Shannon Cotton
28801 San Juan Creek Road
San Juan Capistrano, California 92675
Re: Notice of City of San Juan Capistrano’s Assignment of Cotton Settlement
Agreement to Santa Margarita Water District
Dear Jeffrey and Shannon Cotton,
This letter notifies you (the “Cottons”) that the City of San Juan Capistrano
(“City”) has assigned to Santa Margarita Water District (“SMWD”) the City’s rights,
title, and interest in the following agreements:
(1) The September 27, 2016 Settlement, Mutual Release and Well Sharing
Agreement entered into between the City and the Cottons, which fully
resolved litigation pending in the Orange County Superior Court (Case No.
30-2015-00778655-CU-BC-JC) between the Cottons and the City (the “2016
Agreement”); and
(2) The October 31, 2017 Addendum to the Cotton Agreement (the “Cotton
Addendum”). (The two agreements are collectively referred to herein as the
“Cotton Agreement.”)
This letter further notifies the Cottons that SMWD has accepted the assignment of
the City’s rights, title, and interest in, to, and under the Cotton Agreement.
Sincerely,
John Taylor Charles T. Gibson
Mayor President of Board of Directors
City of San Juan Capistrano Santa Margarita Water District