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15-0203_MOULTON NIGUEL WATER DISTRICT_License AgreementLICENSE FOR SEWER CONNECTION BETWEEN LICENSOR. MOUL.TON NIGUEL WATER DISTRICT AND LICENSEE THE CITY OF SAN JUAN CAPISTRANO (North West Open Space) TIA THE LICENSE is made and entered into this day of 2015, by and between MOULTON NIGUEL WATER DISTRICT, hereinafter referred to as "MNWD", formed and existing pursuant to the California Water District Law, Divisionl3 of the Water Code of the State of California, and the CITY OF SAN JUAN CAPISTRANO, a municipal corporation of the State of California hereinafter referred to as "SJC". MNWD and SJC may be referred to in this License individually as "party" or together as "parties". A. SJC proposes to develop, maintain and operate a public park and public recreational facilities at an 11 acre parcel, known as the North West Open Space, All of which are hereinafter referred to as "NWOS". B. All of the NWOS is located in SJC, and not within the boundaries of MNWD. C. SJC does not have a sewer system that can accommodate the wastewater output of the NWOS, nor could SJC accommodate any wastewater output from the NWOS without the construction of a pumping facility and force main sewer pipeline. D. SJC desires that MNWD provide wastewater disposal facilities including treatment capacity for use by SJC for SJC's sewer service to the NWOS, in addition to a connection currently in place for sewer service from the NWOS well discharge line. E. As an accommodation to SJC, MNWD agrees to grant SJC a license to permit SJC to dispose of wastewater generated by the use of the NWOS into the MNWD sewer system through connection to the 36- inch Oso Trabuco Trunk Sewer, a pipeline facility owned by MNWD and Santa Margarita Water District (SMWD) and operated by MNWD, with subsequent disposal to the SOCWA J. B. Latham Treatment Plant (sometimes referred to for purposes of this License as the "MNWD Sewer System"), under the terms and conditions described specifically in this License. ....... .. ......:.. . k IN CONSIDERATION of the promises and mutual covenants contained herein, the parties agree as follows: 1. License. MNWD agrees SJC has the right and license to permit the NWOS to dispose of its wastewater in the MNWD Sewer System described in this License, subject to the limitations on such license and use set forth in this Section and in accordance with the other terms and conditions in this License. To the extent there are any existing connections to MNWD's sewer system currently used by the NWOS (or, by parcels owned by SJC and used for public park and recreation purposes adjacent and i or related to the NWOS), the terms and conditions of this License are made applicable to such existing connection and parcels. 2. Location of Connection. The connection between the Oso Trabuco Pipeline and the proposed 8 -inch sewer lateral pipeline servicing NWOS to be owned and operated by SJC (the "SJC Sewer Pipeline") shall be at a proposed sewer manhole located in the central west edge of the NWOS. The general location of the point of this connection is depicted in Exhibit "A." The final, specific location shall be approved by the Director of Engineering and Operations of MNWD prior to any construction or installation of connection facilities; provided, SJC remains responsible for the design and planning of the connection facilities and shall indernnify MNWD therefore pursuant to Section 7 and MNWD assumes no responsibility or liability therefore by reason of its' review and or approval of such connection, 3. Maintenance_caf_ the SJC Sews„ Rr Pipeline. The design, planning, . construction, operation and maintenance of the SJC sewer pipeline servicing the NWOS shall be the responsibility of SJC, and such activity shall not materially affect or interfere with MNWD's (and SMWD's) continued use of the Oso Trabuco Pipeline, or any other sewer facilities owned, operated or used by MNWD. 4. Cal2acity and Units Served, SJC agrees that no buildings other than the one existing historic residential structure, and two planned restrooms in the NWOS park will be served through the Oso Trabuco Pipeline connection and the MNWD Sewer System. SJC further agrees that no additional buildings or structures in the NWOS of any kind will be served by the Oso Trabuco Pipeline connection or the MNWD Sewer System pursuant to this License without the prior written permission of MNWD, and may be subject to amendment of this License, as determined by MNVVD in its sole discretion. SJC acknowledges and agrees that at all times SJC wastewater flows in the MNWD Sewer System will be subservient to the requirements of MNWD. 5. Fees. SJC agrees that prior to, or concurrently with, the MNWD Director of Engineering and Operation's approval of the connection location referred to in Section 2 above, SJC shall pay MNWD all applicable sewer connection fees in amounts set forth by the MNWD Sewer Connection Fee Schedule current at that time. No other fee obligations will be due to MNWD related to the servicing of the property. 6. Ccar fiance with pules and f7e elation. SJC, as the owner and operator of the NWOS public park and related facilities referred to in this License, agrees to comply with and abide by, all rules and regulations of MNWD and those imposed by any governmental authority or public agency relating to the SJC Sewer Pipeline, the MNWD Sewer System, and sewer service to the NWOS. SJC further agrees that it shall meet all wastewater discharge requirements and conditions of any applicable NPDES permits and all MNWD/ SOCWA pre-treatment ordinances and permits to ensure that the NWOS's wastewater delivered to the MNWD Sewer System is free of any substance which would preclude MNWD from meeting and complying with any waste discharge requirements or any condition of any applicable NPDES permits and pre-treatment ordinances and rules. SJC agrees that for purposes of ensuring such compliance, SJC is the enforcing agency should any enforcement action be necessary as to the NWOS property, and that any sewage spills as a result of operation of the SJC Sewer Pipeline and the connection to the Oso Trabuco Pipeline shall be SJC's sole responsibility including all cleanup, reporting and other requirements that apply under all local, State and federal law, rules and regulations, permits, orders or any other regulatory requirements in effect. 7, Indemnity. SJC agrees to indemnify, defend and hold harmless MNWD and MNVVD's directors, officers, employees and agents from any and all claims, costs, liabilities, attorneys fees or damages incurred by MNWD arising out of or resulting from, or in connection with, the provisions of sewer service to the NWOS including SJC's use of the connection to the Oso Trabuco Pipeline and of the MNVVD Sewer System, including but not limited to penalties or fines imposed by a regulatory agency and/or court, In the event any claim or legal action is asserted against MNWD as a result of, or any regulatory proceeding is conducted relative to, sewer service to the NWOS including SJC's use of or discharge to the connection to the Oso Trabuco Pipeline and the MNWD Sewer System, SJC agrees that it shall defend MNWD and its' directors, officers, employees and agents, and shall be responsible for payment of any fines or penalties, and for satisfaction or judgment, whether by decree, settlement of court order, including but not limited to any penalties or fines imposed by a regulatory agency, or through any regulatory proceeding, and any attorneys fees or costs. 8, Grant Funding. The parties acknowledge that portion of the Oso Trabuco Pipeline was funded by grants from the United States Environmental Protection Agency (EPA) and the State Water Resourced Control Board (SWRCB).. In the event the EPA of SWRCB questions, challenges, or in any other manner raises doubts as the utilization of the Oso Trabuco Pipeline by SJC, or requests refunding of any prior grant funds by reason thereof, SJC agrees that is shall disconnect the SJC Sewer Pipeline and any related facilities from the MNWD Sewer System upon written request by MNWD. 9. Termination Health and SafetL. in addition to the termination right set forth in Section 8, in the event MNWD determines the continued acceptance of wastewater from NWOS to the MNWD Sewer System raises health or safety concerns, MNWD shall have the right to terminate this License upon six (6) months prior written notice to SJC; provided, in the event of a health or safety emergency, or regulatory mandate, MNWD will be required to provide only that prior notice reasonably possible under the circumstances. 10. Attorney's Pees. If either party hereto commences any action to enforce any provision of this License, the prevailing party shall be entitled to reasonable attorney's fees. 11. Successor's „A��€q,�rrrent. This License will be binding upon and inure to the benefit of the parties' successors hereto. SJC shall not assign its rights and obligations hereunder without the prior written notice to, and the written consent of, MNV1D. 12. Waiver. The failure of either party to insist on compliance with any of the terms, covenants, or conditions of this License by the other party shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power conferred by this License at any other time, or times, by a party be deemed a waiver or relinquishment of that right or power for all or any other times. 13. severability. If any part of this License is held to be illegal or unenforceable or void for any reason by a court of competent jurisdiction, the validity of enforceability of this License as a whole shall not be affected and the remainder and all other provisions of this License shall be given affect to the maximum extent permissible by laver. 14. Entire A reernenV Recitals. This License supersedes any and ail agreements between the parties with respect to the subject matter herein, and contains the entire agreement between the parties with respect to those matters. The parties agree the above Recitals are true and correct, and the Recitals are incorporated herein and made a part of this License. 15. Amendment. No addition to or modification of any provision contained in this License shall be effective unless fully set forth in a writing signed by both parties. 16. Notice, Any notice required or permitted to be given hereunder shall be deemed to have been validly given or made only if in writing and when received by the party to whom it is directed by personal service, land delivery, or united States Mail as follows: If to MNWD; Mr. Marc Serna, Director of Engineering and Operations Moulton Niguel Water District 27500 La Paz. Road Laguna Niguel, CA 92677 If to SJC. Mr, Keith Ilan Der Maaten, P.E., Public Works and Utilities Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 17. Facsimiles and Counterparts, This License may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all the parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. 18. No Third Party Beneficiary. Nothing contained in this License is intended to confer, nor shall this License be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this License. Rher pay may dmnge As WI ss above at any Tne by vvkmi noUce to the Wher. N VOTNESS VVIEREOF, Me paMes We& have, executec.l this, Lconse as of the date Ust WHen above NIOULTON NIGUEL WATER DISTRIC, E' None Lpbpi, General Manag6w& AF'PROVED AS TO 1"ORWI� Bowie, /',npson, "Vilr v & G,wnoi�ne z CITY OF SAN JUAN CAPSTFANO By 'o -c" Derek Reeve, Mayor