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04-0504_SOUTH COAST WATER DISTRICT_AgreementAGREEMENT (OCEAN OUTFALL LINE) %V, This Agreement is made this day of N&l� 2004, by and between the City of San Juan Capistrano (hereinafter "City"), and the South Coast Water District (hereinafter "SCWD"). RECITALS: Whereas, City and SCWD are the co-owners of a waste water outfall line which is located in Dana Point, California, known as the Dana-Point—San Juan Capistrano Ocean Outfall (hereinafter "Outfall"), and Whereas, the Outfall is owned by City and SCWD in the following percentages: City ---45.25%; SCWD---54.75%, and Whereas, City, SCWD, and the Orange County Waterworks District No. 4 ("District No. 4") entered into an agreement, dated August 13, 1981, providing for District 4's acquisition of lease and option to purchase rights to the Outfall, and Whereas, Waterworks District No. 4 reorganized as the Capistrano Valley Water District ("CVWD") on or about 1965, and Whereas, the Outfall has not been utilized for any purpose by any governmental entity for many years, and Whereas, City merged with the CVWD in 2003 such that CVWD no longer exists, and Whereas, City has assumed the assets and liabilities of the CVWD, and Whereas, City and SCWD find and determine that it is appropriate to terminate the lease and option to purchase provisions set forth in the August 13, 1981 agreement, NOW, THEREFORE, City and SCWD hereby mutually resolve as follows: Section 1. Reveal of Agreement. The August 13, 1981 "Agreement for Sale and Lease of Ocean Outfall Line" is hereby repealed in its entirety. All obligations of the former District No. 4, as assumed by City through governmental merger, have been duly satisfied and discharged. Section 2. Status of Outfall Line. City and SCWD acknowledge that the Dana Point—San Juan Capistrano Ocean Outfall has been and continues to be in a state of disuse. To the extent that future maintenance obligations may arise with respect to the Outfall, City and SCWD shall be responsible for such obligations on a pro -rata basis equal to each respective ownership interest; that is, City 45.25% and SCWD 54.75%. Section 3. Indemnity. (a) City shall indemnify, save, and defend SCWD its elected and appointed officials, and employees harmless from and against any and all claims, suits, actions or proceedings of any kind or nature, for damages to property or injuries to or death of any persons arising out City's ownership interests in the subject Outfall facility described herein. (b) SCWD shall indemnify, save, and defend City, its elected and appointed officials, and employees harmless from and against any and all claims, suits, actions or proceedings of an kind or nature, for damages to property or injuries to or death of any persons arising out of SCWD's ownership interests in the subject Outfall facility described herein. Section 4. Notices. Any notice given under this Agreement may be provided by first class mail, postage prepaid, as follows: To City: Public Works Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, Ca. 92675 To SCWD: Michael Dunbar, District Manager South Coast Water District 31592 West Street Laguna Beach, CA 92651 Section 6. Entire Agreement. This Agreement contains the entire Agreement of the parties hereto with respect to the matters covered hereby, and no other previous agreement, statement or promise made by any party hereto which is not contained herein shall be binding or valid. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: w, d e , (�-- a Garet R. Monahan. city rlark Agroved as to form: John 9haw, City Attorney Hpproveo as to rorm: ply District District Counsel South Coast Water District