Resolution Number 21-11-02-02' RESOLUTION NO. 21-11-02-02
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO, CALIFORNIA, APPROVING THE BILL OF SALE,
ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN THE CITY
AND THE SANTA MARGARITA WATER DISTRICT FOR PURPOSES OF
CONVEYING CERTAIN REAL PROPERTY, ASSETS,
INFRASTRUCTURE, CONTRACTS, LICENSES, AND ACCOUNTS USED
BY THE CITY IN THE OPERATION OF WATER AND WASTEWATER
UTILITY SYSTEMS TO THE SANTA MARGARITA WATER DISTRICT,
DETERMINING THAT SUCH ACTION IS EXEMPT FROM THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND AUTHORIZING
AND DIRECTING THE CITY MANAGER TO TAKE CERTAIN ACTIONS
TO EFFECTUATE THE PURPOSE OF THIS RESOLUTION
WHEREAS, the City of San Juan Capistrano ("City") and Santa Margarita Water
District ("SMWD") entered into an Annexation Agreement, dated as of January 21, 2020,
to: (i) set forth certain key terms to be incorporated into the Orange County Local Agency
Formation Commission ("LAFCO") Application for annexation by, and transfer to, SMWD
of the City's water and wastewater utilities ("Utilities Systems," as defined in the
Annexation Agreement), and (ii) address how other matters pertaining to the annexation
' and transfer of the City's -Utilities Systems to SMWD will be carried out by the City and
SMWD. Section 6.2 of the Annexation Agreement requires that the City and SMWD enter
into an "Assignment Agreement" to provide for the City's transfer of its rights, title and
interest in and to real property, assets, contracts and accounts related to the Utilities
Systems;
WHEREAS, on August 19, 2021, LAFCO adopted its Resolution No. DA 20-01
approving the annexation ("LAFCO Resolution"). The LAFCO Resolution incorporated
and adopted the provisions of the Annexation Agreement. Furthermore, in section 3(g),
the LAFCO Resolution requires as a term and condition of LAFCO approval of the
annexation that all the real or personal property appurtenances held by the City or by the
former Capistrano Valley Water District, and used in connection with the operation of the
Utilities Systems, shall be transferred to SMWD;
WHEREAS, the City desires to enter into the Bill of Sale, Assignment and
Assumption Agreement to carry out the provisions of Section 6.2 of the Annexation
Agreement and the LAFCO Resolution and to be the "Assignment Agreement" as referred
to in Section 6.2 of the Annexation Agreement, so as to provide for the City's transfer of
its rights, title and interest in and to real property, assets, infrastructure, contracts,
licenses, and accounts related to and necessary for the operation of the Utilities Systems;
WHEREAS, on October 27, 2021, the Planning Commission of the City of San
' Juan Capistrano, found and determined pursuant to Government Code Section 65402
that the proposed disposition of the real property held by the City and used in connection
1 11/2/2021
with the operation of the Utilities Systems to be transferred to SMWD pursuant to the '
LAFCO Resolution conforms to the City's General Plan;
WHEREAS, the transfer of the real property described in the Bill of Sale,
Assignment and Assumption Agreement is not subject to the Surplus Land Act
(Government Code Section 54220 etseq). Pursuantto Government Code Section 54226:
"No provision of [the Surplus Land Act] shall be applied when it conflicts with any other
provision of statutory law." The Surplus Land Act conflicts with the Cortese -Knox -
Hertzberg Local Government Reorganization Act of 2000 (Government Code Section
56000 et seq) with respect to the conveyance of property subject to a LAFCO order.
Government Code Section 56886(h) provides that with respect to a change of
organization, LAFCO can provide terms for "[t]he acquisition, improvement, disposition,
sale, transfer, or division of any property, real or personal," and the LAFCO Resolution
provides in subsection 3(g) that all the City real property related to the utilities shall be
transferred to SMWD. Furthermore, this conveyance is not a "disposition" under the
California Department of Housing and Community Development Surplus Land Act
Guidelines because "disposition of surplus land" is defined as "the sale or lease of local
agency -owned land" and there is no sale or lease, but rather a conveyance of City
property to SMWD to effectuate the LAFCO approval of the annexation;
WHEREAS, the City Council desires to authorize the City Manager to execute and
deliver to SMWD the Bill of Sale, Assignment and Assumption Agreement and to do all
things which he may deem necessary, proper, or both, to effectuate the purposes of the '
Bill of Sale, Assignment and Assumption Agreement in order to comply with the
requirements of the LAFCO Resolution and the Annexation Agreement, and to
consummate the annexation;
WHEREAS, the City Council's approval of the Bill of Sale, Assignment and
Assumption Agreement shall constitute the City Council's approval of the conveyance
and transfer of the real property referenced or identified in the Bill of Sale, Assignment
and Assumption Agreement, as required by Government Code Section 37351. The City
Council further finds, based upon the entire record involving the annexation, that that the
conveyance and transfer of the real property identified in the Bill of Sale, Assignment, and
Assumption Agreement is for the public benefit of the City and SMWD; and
WHEREAS, the Bill of Sale, Assignment and Assumption Agreement, in its
substantial final form, is attached to this Resolution as Exhibit A and incorporated as a
material part of this Resolution by this reference.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San
Juan Capistrano that:
1. The above recitals are true and correct and are a substantive part of this
Resolution.
2 11/2/2021 '
' 2. The Bill of Sale, Assignment and Assumption Agreement has been
reviewed by City staff and the City Council with respect to the applicability of the California
Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA'). The
City Council hereby determines that approval of the Bill of Sale, Assignment and
Assumption Agreement is exempt from additional review under CEQA because the
activity to be undertaken by the Agreement qualifies under various exemptions to CEQA.
Those exemptions include the Class 19 Categorical Exemption (State CEQA Guidelines
Section 15319(a)) because the Bill of Sale, Assignment and Assumption Agreement is to
facilitate the annexation of existing City -owned and operated Utility Systems infrastructure
into the boundaries and operations of SMWD, and the Class 20 Categorical Exemption
(State CEQA Guidelines Section 15320) because the annexation constitutes a change in
organization of the Utility Systems rather than the development of new or additional utility
systems. Furthermore, it is exempt from CEQA under the common sense exemption set
forth in State CEQA Guidelines section 15061, subdivision (b)(3) as it can be seen with
certainty that there is no possibility that the Bill of Sale, Assignment and Assumption
Agreement may have a significant effect on the environment. Additionally, approval of the
Bill of Sale, Assignment and Assumption Agreement is not a "project" as defined by CEQA
Guidelines Section 15378(b)(5) because it is merely an organizational or administrative
activity of governments that will not result in direct or indirect physical changes to the
environment, and thus approval of the agreement is not subject to CEQA. The City
Council hereby also determines that no substantial evidence exists to find that the
' exceptions to these exemptions apply. The City Council makes these determinations in
the exercise of its independent judgment.
3. City Staff is hereby directed to prepare and post a notice of exemption
pursuant to CEQA Guidelines Section 15062.
4. Based upon all the findings and determinations contained in this Resolution,
the Bill of Sale, Assignment and Assumption Agreement, attached hereto as Exhibit A, is
hereby approved.
5. The City Manager is hereby authorized and directed to execute and deliver
to SMWD, for and in the name of the City, the Bill of Sale, Assignment and Assumption
Agreement, in substantially such form as attached as Exhibit A, with such non -substantial
modifications to that Agreement as may be agreed to by the City Manager in consultation
with the City's legal counsel. Approval of any non -substantial modifications shall be
conclusively evidenced by the City Manager's execution and delivery of the Bill of Sale,
Assignment and Assumption Agreement.
6. The conveyance instruments conveying the Real Property, as referenced
and identified in Section 2 and Exhibit A of the Bill of Sale, Assignment and Assumption
Agreement, substantially in the forms provided therein, are hereby approved.
' 7. The City Manager is hereby authorized and directed, in consultation with
the City's legal counsel, to prepare and execute such conveyance instruments,
3 11/2/2021
substantially in the forms contained the Bill of Sale, Assignment and Assumption I Agreement.
8. The City Manager is hereby authorized and directed, in consultation with
the City's legal counsel, to deliver any and all documents, and to take all actions which
he may deem necessary, proper, or both to carry out and implement the conveyance of
the Real Property as provided in this Resolution, and to administer the City's obligations,
responsibilities and duties to be performed for the conveyances identified in the Bill of
Sale, Assignment and Assumption and to consummate the annexation.
9. This Resolution shall take effect from and after its passage and adoption by
the City.
PASSED, APPROVED AND ADOPTED this 2nd day of November 2021.
JOHN TA LOR, MAYOR
A4
MARIA MQRR , CITY CLERK,
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, Maria Morris, appointed City Clerk of the City of San Juan Capistrano, do hereby certify
that the foregoing Resolution No. 21-11-02-02 was duly adopted by the
City Council of the City of San Juan Capistrano at a Regular meeting thereof, held the 2"d
day of November 2021, by the following vote:
AY�S: COUNCIL MEMBERS: Reeve, Hart, Bourne, Farias and Mayor Taylor
NO S:\COUNCIL MEMBERS: None
AB4 CO
-UNCIL MEMBERS: Nope--
K1 Rl IGl RIS,'CITY CLERK
r ,
4 11/2/2021
IEXHIBIT A
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Between the City of San Juan Capistrano and the Santa Margarita Water District
11/2/2021
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale, Assignment and Assumption Agreement ("Agreement"), dated
, 2021 is entered into by and between the City of San Juan Capistrano, a
municipal corporation duly organized and existing under the laws of the State of California
("Assignor" or "City") and the Santa Margarita Water District, a water district duly organized
under Division 13 of the Water Code of the State of California ("Assignee" or "SMWD"). SMWD
and the City are, together, referred to in this Agreement as the "Parties" and, individually, as a
"Party." The effective date of this Agreement is the same date as the Annexation Effective Date,
as defined and established in the Annexation Agreement entered into between the Parties, dated as
of January 21, 2020, and amended by the First Amendment to the Annexation Agreement, dated
as of , 2021 (as amended, the "Annexation Agreement").
RECITALS:
A. Unless otherwise defined herein, capitalized terms used herein shall have the same
meanings as assigned to them in the Annexation Agreement.
B. Pursuant to Section 6.2 of the Annexation Agreement, the City and SMWD agreed to enter
into an Assignment Agreement to provide for the City's transfer to SMWD of all the City's
rights, title and interest in and to certain assets, real property, contracts and accounts related
to the Utilities Systems. This Agreement is intended to be that Assignment Agreement and
' to transfer to SMWD all of the City's rights, title and interest in and to (i) all land,
improvements thereto and fixtures, and easement interests, including New Easements,
related to the operation of the Utilities Systems including those identified on Exhibit "A"
attached hereto and incorporated herein ("Real Property"); (ii) the assets, including
Infrastructure as defined below, related to the operation of the Utilities Systems identified
on Exhibit "B" attached hereto and incorporated herein ("Assets"); (iii) the current
contracts related to the operation of the Utilities Systems identified on Exhibit "D"
attached hereto and incorporated herein ("Vendor Contracts"); (iv) the current agreements
other than the Vendor Contracts related to the operation of the Utilities Systems, including
grant agreements and agreements with other public agencies, identified on Exhibit "E"
attached hereto and incorporated herein ("Other Agreements"); and (v) the accounts related
to the operation of the Utilities Systems described in Section 7 of this Agreement
("Accounts").
C. The Parties acknowledge and agree that as of the Annexation Effective Date, SMWD is the
City's successor with respect to the transfer of the Utilities Systems to SMWD, and the
operation of the Utilities Systems by SMWD.
D. Pursuant to Section 6.2 of the Annexation Agreement, the City is not transferring the City's
rights, title and interest in and to assets, real property, contracts, agreements, licenses, and
' accounts not related to the operation of the Utilities Systems, including those identified to
be retained on Exhibit "F" attached hereto and incorporated herein ("Retained Properties
1
10306-0006\2590032v2.doc
and Retained Assets"). The Parties acknowledge and agree that the Retained Properties and '
Retained Assets are not related to the operation of the Utilities Systems.
E. Pursuant to paragraph (g) of Section 3 of Orange County LAFCO Resolution DA 20-01,
adopted on August 19, 2021 ("LAFCO Resolution"), "[u]nless otherwise provided by the
terms and conditions of the Annexation Agreement or unless otherwise agreed to in writing
by [City] and SMWD, all of [City's] rights, title and interest in and to real or personal
property appurtenances held by the [City], or by the former Capistrano Valley Water
District, and used in connection with the operation of [City's] water and wastewater
utilities, shall be transferred to the SMWD upon the effective date of this annexation." This
Agreement is intended to effectuate that provision.
NOW THEREFORE in consideration of the mutual covenants and conditions contained herein
and in the Annexation Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Recitals. The recitals set forth above in this Agreement are hereby acknowledged to be true
and correct by the Parties and are incorporated into this Agreement by this reference.
2. Conveyance and Transfer of Real Property; Acceptance. Assignor hereby agrees, on the
Annexation Effective Date, to convey and transfer to Assignee "as is", without
representation or warranty, express or implied, by Assignor, as provided in the Annexation '
Agreement, all of Assignor's rights, title, and interest in and to the Real Property related to
and used in connection with the operation of the Utilities Systems including, but not limited
to the following:
(i) All property identified on Exhibit "A" as being held in fee by Assignor shall be
conveyed and transferred to Assignee via a quitclaim deed or grant deed
substantially in the form attached hereto as Exhibit "A-1", and incorporated herein.
For those properties the City obtained title by grant deed, the Assignor shall convey
and transfer by grant deed, provided that Assignor has confirmed its title to the
property and its ability to make the covenants specified in Civil Code Section 1113.
For all other properties, the Assignor shall convey and transfer by quitclaim deed;
and
(ii) All rights, title, and interest in easements identified on Exhibit "A", which
relate to and are used in the operation of the Utilities Systems, shall be conveyed
and transferred by Assignor to Assignee in a manner deemed appropriate and
necessary by the Parties; and
(iii) All rights, title, and interest in easements related to and used in the operation
of the Utilities Systems, not identified on Exhibit "A" and identified as the City's
easement on final maps, parcel maps, certificates of compliance, or other
instruments of record recorded pursuant to the Subdivision Map Act (collectively
hereinafter referred to as "Map Easements of Record"). Notwithstanding the
10306-0006\2590032v2.doc
foregoing, the City reserves any rights, title and interests in and to the Map
Easements of Record that are not related to and used in the operation of the Utilities
Systems; and
(iv) All New Easements identified on Exhibit "A" shall be conveyed by Assignor
to Assignee in a manner deemed appropriate and necessary by the Parties; and
(v) Consistent with the LAFCO Resolution, the purpose of this Section 2 is to
transfer all interest in and to real property held by the City, or by the former
Capistrano Valley Water District, and used in connection with the operation of the
Utilities Systems. In the event that property is omitted from Exhibit "A", the
Parties shall proceed in accordance with Section 11 of this Agreement.
Assignee hereby agrees to accept the conveyance and transfer of all Assignor's rights, title,
and interest in and to the Real Property "as is", pursuant to the Annexation Agreement, and
assumes all obligations and liabilities in connection with the Real Property, as provided in
the Annexation Agreement. Nothing in this Section is intended to contradict any covenant
made in a grant deed pursuant to Civil Code Section 1113, as applicable.
3. Transfer of Assets and Infrastructure; Acceptance. Assignor hereby conveys and transfers
to Assignee "as is" and without representation or warranty, express or implied, by Assignor
' as to the physical condition of the Assets or Infrastructure, all of Assignor's rights, title and
interest in and to the Assets identified on Exhibit "B" and Infrastructure owned by the
City, including by prescriptive rights of ownership. For purposes of this section,
"Infrastructure" means the pump stations, reservoirs, connections, wells, mains and pipes,
and lift stations, but excluding the Real Property, related to and used in the operation of the
Utilities Systems. Exhibit `B-111, attached hereto and incorporated herein, depicts the
general location of City -owned Infrastructure and is for illustrative purposes only.
Assignee hereby accepts the conveyance and transfer of the Assets and Infrastructure "as
is", and, in accordance with the Annexation Agreement, assumes all obligations and
liabilities in connection with the Assets and Infrastructure conveyed and transferred to it.
4. Transfer of Interest in Railroad Licenses: Acceptance. The Parties agree that SMWD, as
the City's successor, shall succeed to the City's rights and interest in the Railroad Licenses,
including those identified on Exhibit "C", attached hereto and incorporated herein, but
only with respect to the Utilities Systems pipelines that are the subject of those Licenses,
and, in addition, the City hereby assigns to SMWD all of such City's rights and interest.
SMWD hereby accepts the assignment of the Railroad Licenses and assumes all obligations
and liabilities in connection with such Railroad Licenses in accordance with the
Annexation Agreement, and shall seek consent from other parties, as necessary.
' 5. Transfer of Vendor Contracts: Acceptance. The Parties agree that SMWD, as the City's
successor, shall succeed to the City's rights and interest in the Vendor Contracts, including
those identified on Exhibit "D", attached hereto and incorporated herein, and in addition
3
10306-0006\2590032v2.doc
Assignor hereby assigns to Assignee, all of such Assignor's rights and interest. Assignee
hereby accepts the assignment of the Contracts and assumes all obligations and liabilities '
in connection with such Contracts in accordance with the Annexation Agreement, and shall
seek consent from other parties, as necessary.
6. Transfer of Grant Agreements. Agreements with Other Public Entities and Other
Agreements ("Other Agreements")• Acceptance The Parties agree that SMWD, as the
City's successor, shall succeed to the City's rights and interest in the Other Agreements,
including those identified on Exhibit "E", attached hereto and incorporated herein, and in
addition Assignor hereby assigns to Assignee, all of Assignor's such rights and interest.
Assignee hereby accepts the assignment of the Other Agreements and assumes all
obligations and liabilities in connection with such Other Agreements in accordance with
the Annexation Agreement, and shall seek consent from other parties, as necessary.
7. Transfer of Accounts: Acceptance.
a. Assignor hereby conveys and transfers to Assignee all of Assignor's rights, title
and interest in and to the Accounts described and defined in paragraph (b) of this
Section 7. Assignee hereby accepts the conveyance and transfer of the Accounts.
b. For purposes of carrying out paragraph (a) above, the City shall convey and transfer
to SMWD, and SMWD shall accept all unexpended cash balances in the Water '
Fund and Sewer Fund as of the Annexation Effective Date so as to operate the
Utilities Systems on and after the Annexation Effective Date, less a hold back of
funds in the amount of one hundred seventy five thousand dollars ($175,000.00)
("Hold Back Funds") for outstanding checks issued in connection with the Utilities
Systems, final payroll, estimated accruals (excluding employee vacation accruals)
and the Water Fund's and Sewer Fund's proportionate allocation of established
monthly overhead charges through the Annexation Effective Date for shared
interfund services including insurance, information technology, accounting, and
administrative support. The City will provide an accounting of the disposition of
the Hold Back Funds to SMWD, along with any unexpended funds or identification
of additional finds due to the City pursuant to paragraph (d) below as the result of
final determination of the costs identified above in this paragraph to be paid for out
of the Hold Back Funds, within ninety (90) days of the Annexation Effective Date.
In addition, SMWD will accept from the City the City's rights to all Water Fund
and Sewer Fund accounts receivables ("Accounts Receivables") as provided in
Paragraph (c) of this section. The unexpended cash balances in the Water Fund and
Sewer Fund as of the Annexation Effective Date, less the Hold Back Funds, and
the Accounts Receivables are collectively referred to herein as the "Accounts."
c. From and after the Annexation Effective Date, the City shall promptly, but in no '
event later than fifteen (15) business days after receipt, remit all amounts
representing collections on Accounts Receivable to SMWD. The amounts collected
4
103 06-0006\2590032v2. doe
' and remitted by the City will be identified by customer account number to
accommodate posting of the same in the billing system under the control of SMWD
after the Annexation Effective Date. If SMWD provides personnel to collect funds
on site at City Hall, then SMWD will be responsible for depositing such funds into
SMWD bank accounts, coding, and entering data with respect to such funds
collected by SMWD. Additionally, in order to effectuate customer transition, the
City shall cooperate with SMWD in coordinating the transfer of lock boxes and
other payment processes for customers.
d. SMWD shall reimburse the City on a monthly basis for any City payment of costs
incurred in excess of the Hold Back Funds, but not paid, in connection with the
operation of the Utilities Systems prior to the Annexation Effective Date, including,
but not limited to, payment for services rendered by vendors, consultants and City
employees. In addition, SMWD shall reimburse the City on a monthly basis for
reasonable expenses incurred by the City for services rendered by vendors and
consultants (but not for City employee time, except as provided in Section 17.3 of
the Annexation Agreement) in connection with the implementation of the
annexation (i.e., the transfer of the Utilities Systems from the City to SMWD) that
are incurred within ninety (90) days after the Annexation Effective Date. The City
shall provide SMWD with invoices and reasonable supporting documentation
regarding such costs. In no event shall SMWD's reimbursement under this
paragraph exceed Fifty Thousand Dollars ($50,000.00). Nothing in this paragraph
shall limit reimbursement obligations under Section 17.3 of the Annexation
Agreement.
8. Retained Properties and Retained Assets. Assignor and Assignee hereby agree that real
property, assets, or infrastructure of Assignor that are not related to the operation of the
Utilities Systems shall not be conveyed, transferred, or assigned. Without limiting the
foregoing, Assignor and Assignee agree that the Retained Properties and Retained Assets
identified on Exhibit "F" are not related to or used in the operation of the Utilities Systems.
The omission of any real property, assets, or infrastructure which are not related to or used
in the operation of the Utilities Systems from Exhibit "F" does not establish, and shall not
be construed to mean, that such omitted property, assets, or infrastructure are subject to
transfer, conveyance, or assignment pursuant to this Agreement.
9. Inspection. SMWD hereby acknowledges that it has had a reasonable and adequate
opportunity to obtain documents and review and inspect, to its satisfaction, the Utilities
Systems, including Real Property, Assets, Infrastructure, Vendor Contracts, Other
Agreements, Railroad Licenses and records of Accounts, and other documents related to
the operation of the Utilities Systems, including deeds, title reports, title exception
documents and surveys, and Phase I hazardous materials environmental reports (and if
' recommended by any Phase I report, Phase II soils and water tests and reports).
5
10306-0006\2590032v2.doc
10. Real Property Transfer Coordination.
On a date preceding the Annexation Effective Date, the Parties shall deposit, or cause to
be deposited, with a title company to be selected by SMWD (the "Holder"), the instruments
of conveyance, transfer, and acceptance, as may be reasonably necessary to, convey and
transfer or accept rights, title and interest in and to the Real Property identified on Exhibit
"A" that are ready to be conveyed and transferred on the Annexation Effective Date, as
agreed to by the Parties. For purposes of this section, real property is "ready to be conveyed
and transferred" if the applicable deed contains a complete legal description of the Real
Property and has been executed by the City. The Holder shall receive, accept, assemble,
and hold such documents until the Annexation Effective Date. Prior to the Annexation
Effective Date, and while the documents are in possession of the Holder, the principals,
staff, and legal counsel of the Parties shall confer and confirm that all required documents
have been assembled and are ready to be delivered to and accepted by the appropriate Party
on the Annexation Effective Date. Holder is hereby authorized to record the documents
called for hereunder upon the Annexation Effective Date provided the following condition
is satisfied: The Parties have deposited, or cause to have been deposited with the Holder
the documents required to effectuate the conveyance, transfer, and acceptance of the real
property subject to this section. If required by the Holder, the Parties shall execute
appropriate instructions, prepared for the Holder, which are not inconsistent herewith. If
there is any inconsistency between the terms hereof and the terms of the additional
instructions, the terms hereof shall control unless an intent to amend the terms hereof is
expressly stated in such instructions and is consistent with the intent of this Agreement, the
Annexation Agreement and the LAFCO Resolution. For Real Property that is not conveyed
and transferred on the Annexation Effective Date, the Parties shall cooperate as provided
in Section 11 to undertake the execution, delivery and recordation of the applicable deeds
with all reasonable diligence.
11. Further Cooperation and Correction of Errors. From time to time, at Assignee's or
Assignor's request, Assignor or Assignee, as applicable, shall execute and deliver to the
other, or cause to be executed and delivered to the other, and cause to be recorded, if
applicable, such further instruments of assignment, conveyance, transfer, and acceptance,
as applicable, as may be reasonably necessary to assign, convey, transfer or accept, as
applicable, rights, title and interest in and to the Real Property related to and used in
connection with the Utilities Systems, Assets, Contracts and Accounts. If any real property,
including easements, or interests in easements, assets, contracts, and accounts which are
not related to and used in the operation of the Utilities Systems are transferred to SMWD
in error, the Parties agree to work together in good faith to expeditiously resolve the error
by transfer of the foregoing to the City, unless otherwise agreed to by the Parties.
12. No Conflict with Annexation Agreement. This Agreement is intended to implement certain
provisions of the Annexation Agreement and the LAFCO Resolution. Without limiting the '
definition or application of the term "Collateral Agreements or Documents" in the
Annexation Agreement, the City and SMWD acknowledge and agree that this Agreement
6
103 06-0006\2590032v2. doc
' and documents necessary or appropriate to implement this Agreement, such as deeds that
convey and transfer Real Property are "Collateral Agreements and Documents" for the
purposes of the Annexation Agreement. This Agreement is in all respects subject to the
provisions of the Annexation Agreement and is not intended in any way to supersede, limit
or qualify any provision of the Annexation Agreement. For example, and without
limitation, the provisions in the Annexation Agreement relating to Assumptions of
Obligations and Liabilities; Indemnification apply to this Agreement. If there is any
conflict between this Agreement and the Annexation Agreement, the provisions of the
Annexation Agreement shall control.
13. Notice. Any notice, request, demand or other communication under this Agreement shall
be given by first class mail or personal delivery to the Party entitled thereto at its address
set forth below, by overnight mail, as a ".pdf' attachment to electronic mail, or by telecopy
or other form of telecommunication, confirmed by telephone at its number set forth below.
Notice shall be effective either (i) upon transmission by telecopy, electronic mail or other
form of telecommunication, (ii) 48 hours after deposit in the United States mail, postage
prepaid, (iii) in the case of overnight mail, upon delivery to the addressed destination, or
(iv) in the case of personal delivery to any person, upon actual receipt. Each Party may, by
written notice to the other Party, from time to time modify the address or number to which
communications are to be given under this Agreement:
' If to the City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
Telephone: (949) 443-6315
E-mail: bsiegel@sanjuancapistrano.org
If to SMWD: Santa Margarita Water District
26111 Antonio Parkway
Rancho Santa Margarita, CA 92688
Attention: General Manager
Telephone: (949) 459-6590
E-mail: danf@smwd.com
14. Nonliability of City and SMWD Officials, Employees and Agents. No official, employee
or agent of the City or SMWD, acting in his or her official capacity, shall be personally
liable to the City or SMWD, or any successor or assign, for any loss, costs, damage, claim,
liability, or judgment, arising out of or in connection with this Agreement, or for any act
or omission on the part of the City or SMWD, unless such liability is permitted and
provided by either California law or the applicable City or SMWD contract with that
official, employee or agent.
15. Construction. Unless the context otherwise indicates, words expressed in the singular shall
include the plural and vice versa and the use of the neuter, masculine, or feminine gender
7
10306-0006\2590032v2.doc
is for convenience only and shall be deemed to include the neuter, masculine or feminine I gender, as appropriate.
Headings of sections in this Agreement are solely for convenience of reference, do not
constitute a part of this Agreement and shall not affect the meaning, construction or effect
of the provisions of this Agreement.
16. Not Construed Against Drafter. This Agreement has been negotiated and prepared by the
Parties and their respective counsel. The Parties agree that the rule of construction that a
contract be construed against the drafter shall not apply. In the event of any ambiguity with
respect to a term of condition of this Agreement, such ambiguity shall not be construed for
or against a Party on the basis that such Parry did or did not author the same.
17. Governing Law and Venue. This Agreement has been negotiated and executed in the State
of California and shall be governed by and construed under the laws of the State of
California, except that any rule of construction to the effect that ambiguities are to be
resolved against the drafting parry shall not be applied in interpreting this Agreement. Any
action at law or in equity brought by any Party hereto arising out of this Agreement shall
be brought in the Superior Court of the State of California in and for the County of Orange.
18. Severability. If any term of this Agreement is held by a court of competent jurisdiction to
be invalid or void, each of the remainder of the provisions shall continue in full force and I effect, unless the rights and interests of a Party under a provision have been materially
altered or abridged by such invalidation or voiding.
19. No Assignment. No part of this Agreement may be assigned by a Party to another person
or entity without the prior written consent of the other Party.
20. No Third Party Beneficiary. This Agreement is not intended nor shall it be construed to
create any third -party beneficiary rights in any person or entity other than the Parties.
Nothing in this Agreement, expressed or implied, is intended to give to any person other
than the City and SMWD any right, remedy or claim under or by reason of this Agreement.
21. Execution in Counterparts. This Agreement may be executed in counterparts, each of
which, when the Parties have signed this Agreement, shall be deemed to be an original,
and such counterparts shall constitute one and the same instrument.
8
103 06-0006\2590032v2. doe
' IN WITNESS WHEREOF, the Parties to this Agreement have caused the same to be
executed by each of their duly authorized officers as follows:
CITY OF SAN JUAN CAPISTRANO
Benjamin Siegel
City Manager
ATTEST:
Maria Morris
City Clerk
APPROVED AS TO FORM:
Richards, Watson & Gershon
Special Counsel
I
SANTA MARGARITA WATER DISTRICT
Charles T. Gibson
President of Board of Directors
ATTEST:
Kelly Radvansky
Board Secretary
APPROVED AS TO FORM:
Sloan Sakai Yeung & Wong, LLP
Special Counsel
9
10306-0006\2590032v2.doc
EXHIBIT "A"
REAL PROPERTY ,
10306.0006\2590032v2.doc
11
EXHIBIT "A"
REAL PROPERTY
(Property to be transferred by City to SMWD)
No.
Parcel Number
Facility
Description of
"ATN"
Description
Transfer
1.
Portion of 668-101-23'
GWRP Plant
Quitclaim Deed of
GWRP Plant.
New Easement*
2.
Portion of 668-230-022
Mariner Well Site
Quitclaim Deed
3.
668-511-893
Well No: 1
Quitclaim Deed
4.
Portions of 668-521-02
Well No 2
Quitclaim Deed*
and 668-521-014
5.
668-521-045
Well No. 4
Quitclaim Deed
6.
Within Alipaz Street
Kinoshita Well
New Easement*
right-of-way at Camino
Del Avion6
7.
Portion of 666-131-087
Tirador Well
Quitclaim Deed*
8.
650-233-11
Pump Station
Grant Deed for sewer
B067 and B068
drain purposes.
9.
650-073-88
Rosenbuam Pump
Grant Deed for pump
Station Pump
station, access and
Station 41 E9
utility purposes.
' Described as Parcel A Lot 1 in the Property Lease, dated as of December 1, 2002, for the San Juan Basin Authority
Lease Revenue Bonds (the "Property Lease").
2 Described as Parcel B in the Property Lease.
' Described as Parcel C in the Property Lease,
4 Described as Parcel D in the Property Lease
6 Described as Parcel E in the Property Lease.
6 Described as Parcel F in the Property Lease.
'Described as Parcel G in the Property Lease.
10.
124-140-29
Reed Reservoir
Quitclaim Deed*
Zone 2
11.
124-140-21, 124-140-
Reed Reservoir
New Easement*
60, 666-451-21
Zone 2 Access
12.
649-281-06
Mission Street
Quitclaim Deed
Well 1
13.
649-281-08
Mission Street
Grant Deed
Well 7
14.
649-281-02
Hollywood Well
Quitclaim Deed
2A and Pump
Station
15.
649-281-03
Hollywood Well
New Easement*
Access
649-281-10
16.
666-092-02
Well 5
Quitclaim Deed
666-092-03
17.
j
Well 5 Access
New Easement*
18.
650-073-82
Rosenbaum Well 2
Quitclaim Deed
19.
650-073-90
Rosenbaum Well
Quitclaim Deed
20.
650-592-02
Strawberry Hill
Easement
Pump Station
21.
Portion of 121-050-19
North Open Space
Easement*
Well
22.
650-181-12
Toyon Pump
Easement
Station
23.
673-160-04
Captain's Hill
Quitclaim Deed
Pump Station
24.
649-331-02
Bear Brand
Quitclaim Deed
25.
650-043-02
Mission Hills
Quitclaim Deed
Pump Station
26.
650-492-03
Capistrano Royale
Quitclaim Deed
Pump Station
27.
664-231-15
Hidden Mountain
Grant Deed
Pump Station
28.
666-471-12
Zone 2 Pump
Grant Deed
Station
29.
675-301-12
Connemara Pump
Quitclaim Deed
Station
30.
675-331-01
McCracken Pump
Quitclaim Deed
Station
31.
675-331-19, 675-331-
McCracken
Quitclaim Deed
20
Reservoir
32.
121-070-27
High West Side
Quitclaim Deed
Reservoir
33.
121-070-66
Highwest Side
New Easement*
Reservoir Access
34.
666-012-07
Krum Reservoir
Quitclaim Deed
35.
666-012-45
Krum Reservoir
New Easement*
Access Parcels
36.
650-132-47
Rosenbaum Well
Quitclaim Deed
2
37.
650-023-09
Christmas Tree
New Easement*
Well
38.
673-061-02
Cooks Reservoir
Quitclaim Deed
39.
666-252-15
South Cooks Well
Quitclaim Deed*
40.
South Cooks Well
New Easement*
Access Parcels
41.
650-341-04
Zone 3 Pump
Quitclaim Deed
Station, Zone 3 #2
(Lower Hunt Club)
Reservoir
42.
124-081-44
760 South
Quitclaim Deed*
Reservoir
43.
760 South
New Easement*
Reservoir Access
44.
650-271-07
Mission Hills
Quitclaim Deed
Reservoir
45.
650-391-06
Zone 3 #1 (Upper
Quitclaim Deed
Hunt Club)
46.
650-391-05
Upper Hunt Club
New Easement*
Access
47.
650-521-03
Terminal
Quitclaim Deed
Reservoir 2 and 3
48.
650-521-02
Terminal
New Easement*
Reservoir 2 and 3
Access
49.
741-641-10
Flow Control
Grant Deed
Facility 4
50.
Eastern Open
New Easement*
Space Access
51.
121-182-17,62
The Farm (Tr
19603)**
52.
121-253-13,15; 121-
Ganahl Lumber
240-39, 73, 76
Co. (Tr. 18161)**
* SMWD and City intend to transfer an additional portion of the property after the Annexation Effective Date,
subject to the provisions of Section 11 of this Assignment Agreement. Transfer will occur once the final legal
description of the newly described property interest is prepared and approved by City and SMWD. I
**Map Easements of Record in pending subdivision maps.
' EXHIBIT "A-1"
FORM OF DEED
10306-0006\2590032v2. do c
12
10306-000612590032v2.doc
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Santa Margarita Water District
26111 Antonio Pkwy
Rancho Santa Margarita, CA 92688
Attn: Kelly Radvansky, Board Secretary
APN: (Space above line for Recorder's use
only)
This Document is exempt from payment of a
recording fee pursuant to Government Code
Section 27383 and transfer tax pursuant to
Revenue and Taxation Code 11922.
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("City"), does hereby
remise, release and forever quitclaim to SANTA MARGARITA WATER DISTRICT, a water
district duly organized and existing under California Water District Law (" District"), all of City's
right, title, and interest in and to that certain real property and all improvements thereon and all
rights appurtenant thereto located in the City of San Juan Capistrano, County of Orange, State of
California, as more particularly described in Exhibit "A" attached hereto and incorporated herein
by this reference (the "Property").
District acknowledges and agrees that the Property is remised, released, and forever
quitclaimed by the City to the District in its "AS IS," "WHERE IS" condition and "SUBJECT TO
ALL FAULTS AND CONDITIONS," as of the date of recordation of this Quitclaim Deed, with
no warranties, expressed or implied, as to the quality of title conveyed hereby.
"CITY"
CITY OF SAN JUAN CAPISTRANO,
a California municipal corporation
0
Benjamin Siegel
' City Manager
EXHIBIT "A"
[INSERT LEGAL DESCRIPTION]
CERTIFICATE OF ACCEPTANCE
The undersigned, being the duly appointed agent of SANTA MARGARITA WATER
DISTRICT, a water district duly organized and existing under California Water District Law
("District'), Orange County, California, pursuant to its Resolution No. 88-10-2, does hereby accept
on behalf of District, the quitclaim of all interests in and to real estate for public purposes as
described in the attached Quitclaim Deed dated the day of . 2021, by and between
Districtand the CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("City"),
and does hereby certify District consents to the recordation of the attached Quitclaim Deed.
u7vIC111
SANTA MARGARITA WATER DISTRICT
Secretary
(SEAL)
i
State of California )
County of Orange )
City of San Juan Capistrano )
(Gov't Code 40814 & Civil Code 118 1)
On , 2021, before me, a Notary Public in and for said County and
State, personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument,
and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.
Notary Public
(SEAL)
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Santa Margarita Water District
26111 Antonio Pkwy
Rancho Santa Margarita, CA 92688
Attn: Kelly Radvansky, Board Secretary
APN: ¢"' (Space above line for Recorder's use
only)
This Document is exempt from payment of a
recording fee pursuant to Government Code
Section 27383 and transfer tax pursuant to
Revenue and Taxation Code 11922.
QUITCLAIM DEED
WHEREAS, pursuant to that certain Resolution No. RO 96-15 of the Orange County Local
Agency Formation Commission adopted September 2, 1998 and that certain Certificate of
Completion issued by the Orange County Local Agency Formation Commission dated July 29,
2004 and recorded in the records of the Orange County Clerk -Recorder's office as instrument
number 2004000690271, the City of San Juan Capistrano, as successor agency by merger, received
all real or personal property and appurtenances held by Capistrano Valley Water District
("CVWD"); and
WHEREAS, pursuant to that certain Resolution No. DA 20-01 of the Orange County Local
Agency Formation Commission adopted August 19, 2021 and that certain Certificate of
Completion issued by the Orange County Local Agency Formation Commission dated
2021 and recorded in the records of the Orange County Clerk -Recorder's office
as instrument number , the Orange County Local Agency Formation
Commission ordered the transfer of all of the City of San Juan Capistrano's rights, title and interest
in and to real or personal property appurtenances held by the City, or by the former CVWD, and
used in connection with the operation of the City of San Juan Capistrano's water and wastewater
utilities to the Santa Margarita Water District.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the CITY OF SAN JUAN CAPISTRANO, a California municipal corporation
("City"), does hereby remise, release and forever quitclaim to SANTA MARGARITA WATER
DISTRICT, a water district duly organized and existing under California Water District Law
("District"), all of City's right, title, and interest in and to that certain real property and all
improvements thereon and all rights appurtenant thereto located in the City of San Juan Capistrano,
County of Orange, State of California, as more particularly described in Exhibit "A" attached
hereto and incorporated herein by this reference (the "Property").
District acknowledges and agrees that the Property is remised, released, and forever '
quitclaimed by the City to the District in its "AS IS," "WHERE IS" condition and "SUBJECT TO
ALL FAULTS AND CONDITIONS," as, of the date of recordation of this Quitclaim Deed, with
no warranties, expressed or implied, as to the quality of title conveyed hereby.
"CITY"
CITY OF SAN JUAN CAPISTRANO,
a California municipal corporation
Benjamin Siegel
City Manager
CERTIFICATE OF ACCEPTANCE
The undersigned, being the duly appointed agent of SANTA MARGARITA WATER
DISTRICT, a water district duly organized and existing under California Water District Law
("District'), Orange County, California, pursuant to its Resolution No. 88-10-2, does hereby accept
on behalf of District, the quitclaim of all interests in and to real estate for public purposes as
described in the attached Quitclaim Deed dated the day of , 2021, by and between
Districtand the CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("City"),
and does hereby certify District consents to the recordation of the attached Quitclaim Deed.
"A1111131
SANTA MARGARITA WATER DISTRICT
67
(SEAL)
Secretary
State of California
County of Orange
City of San Juan Capistrano
(Gov't Code 40814 & Civil Code 118 1)
On , 2021, before me, a Notary Public in and for said County and
State, personally appeared 'who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument,
and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.
Notary Public
(SEAL)
' RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Santa Margarita Water District
26111 Antonio Pkwy
Rancho Santa Margarita, CA 92688
Attn: Kelly Radvansky, Board Secretary
(Space above line for Recorder's use
only)
This Document is exempt from payment of a
recording fee pursuant to Government Code
Section 27383 and transfer tax pursuant to
Revenue and Taxation Code 11922.
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("Grantor"), does
hereby GRANT to SANTA MARGARITA WATER DISTRICT, a water district duly organized
and existing under California Water District Law ("Grantee"), the following described real
property and all improvements thereon and all rights appurtenant thereto located in the City of San
Juan Capistrano, County of Orange, State of California, subject to all easements, covenants,
conditions, restrictions and rights-of-way of record:
See Exhibit "A" attached hereto and incorporated herein by this reference.
"GRANTOR"
CITY OF SAN JUAN CAPISTRANO,
a California municipal corporation
go
Benjamin Siegel
City Manager
EXHIBIT "A"
[INSERT LEGAL DESCRIPTIONI
CERTIFICATE OF ACCEPTANCE
The undersigned, being the duly appointed agent of SANTA MARGARITA WATER
DISTRICT, a water district duly organized and existing under California Water District Law
("District'), Orange County, California, pursuant to its Resolution No. 88-10-2, does hereby accept
on behalf of District, the grant of all interests in and to real estate for public purposes as described
in the attached Grant Deed dated the day of. 2021, by and between District and the
CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("Grantor"), and does
hereby certify District consents to the recordation of the attached Grant Deed.
VDIN1 013
SANTA MARGARITA WATER DISTRICT
Secretary
(SEAL)
State of California
County of Orange
City of San Juan Capistrano
(Gov't Code 40814 & Civil Code 118 1)
On , 2021, before me, a Notary Public in and for said County and
State, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument,
and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.
Notary Public
(SEAL)
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Santa Margarita Water District
26111 Antonio Pkwy
Rancho Santa Margarita, CA 92688
Attn: Kelly Radvansky, Board Secretary
APN: I � ' ,
only)
(Space above line for Recorder's use
This Document is exempt from payment of a
recording fee pursuant to Government Code
Section 27383 and transfer tax pursuant to
Revenue and Taxation Code 11922.
GRANT DEED
WHEREAS, pursuant to that certain Resolution No. RO 96-15 of the Orange County Local
Agency Formation Commission adopted September 2, 1998 and that certain Certificate of
Completion issued by the Orange County Local Agency Formation Commission dated July 29,
2004 and recorded in the records of the Orange County Clerk -Recorder's office as instrument
number 2004000690271, the City of San Juan Capistrano as successor agency by merger received
all real or personal property and appurtenances held by Capistrano Valley Water District
("CVWD"); and
WHEREAS, pprsuant to that certain Resolution No. DA 20-01 of the Orange County Local
Agency Formation Commission adopted August 19, 2021 and that certain Certificate of
Completion issued by the Orange County Local Agency Formation Commission dated
, 2021 and recorded in the records of the Orange County Clerk -Recorder's office
as instrument number , the Orange County Local Agency Formation
Commission ordered the transfer of all of the City of San Juan Capistrano's rights, title and interest
in and to real or personal property appurtenances held by the City, or by the former CV WD, and
used in connection with the operation of the City of San Juan Capistrano's water and wastewater
utilities to the Santa Margarita Water District.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the CITY OF SAN JUAN CAPISTRANO, a California municipal corporation
("Grantor"), does hereby GRANT to SANTA MARGARITA WATER DISTRICT, a water
district duly organized and existing under California Water District Law ("Grantee"), the following
described real property and all improvements thereon and all rightsJappurtenant thereto located in
the City of San Juan Capistrano, County of Orange, State of California, subject to all easements,
covenants, conditions, restrictions and rights-of-way of record:
See Exhibit "A" attached hereto and incorporated herein by this reference.
"GRANTOR"
CITY OF SAN JUAN CAPISTRANO,
a California municipal corporation ,
Benjamin Siegel
City Manager
EXHIBIT "A"
[INSERT LEGAL DESCRIPTION]
CERTIFICATE OF ACCEPTANCE I
The undersigned, being the duly appointed agent of SANTA MARGARITA WATER
DISTRICT, a water district duly organized and existing under California Water District Law
("District"), Orange County, California, pursuant to its Resolution No. 88-10-2, does hereby accept
on behalf of District, the grant of all interests in and to real estate for public purposes as described
in the attached Grant Deed dated the day of , 2021, by and between District and the
CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("Grantor"), and does
hereby certify District consents to the recordation of the attached Grant Deed.
DATED:
SANTA MARGARITA WATER DISTRICT
Secretary
(SEAL)
State of California
County of Orange
City of San Juan Capistrano
(Gov't Code 40814 & Civil Code 118 1)
On , 2021, before me, a Notary Public in and for said County and
State, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument,
and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.
(SEAL)
i
Notary Public
' EXHIBIT "B"
ASSETS
13
10306.0006@590032v2.doc
10306-0006\2590032v2.doc
7
EXHIBIT "B"
ASSETS
1. Those computers and computer tablets used in the operation of the GWRP.
2. Office furniture, file cabinets, supplies, and related assets at the GWRP.
3. The following generators associated with the Utilities Systems:
Location
Unit Number
Type of
Registration
Registration
Number
GWRP
Cat 1
SCAQMD
G28065
GWRP
Cat 2
SCAQMD
G28066
Kinoshita
277
CARB-PERP
163848
Kinoshita
278
CARB-PERP
163847
Kinoshita
279
CARB-PERP
163846
Varies
Godwin
CARB-PERP
143269
4. That certain Ford F550 truck, VIN#1FDUF5GT9HDA09700.
5. That certain 310SL backhoe loader, VIN # 1T0310SLCHF322609.
6. For all other personal property assets not identified herein or in other exhibits to this
Assignment Agreement (the "Remainder Assets"), the City and SMWD agree that at a date
no later than 90 days after the Annexation Effective Date, the Parties will meet to physically
inspect and review the Remainder Assets in the facilities of the City's Water and
Wastewater Utilities and agree which Remainder Assets shall belong to SMWD and which
Remainder Assets will be retained to the City.
10306-0006\25907 11v2.doc
EXHIBIT `B-1"
INFRASTRUCTURE
EXHIBIT `13-1"
INFRASTRUCTURE
Maps and images depicting the general location and existence of Infrastructure to be transferred
by the City to SMWD will be provided by separate cover and then in files in the Office of the
City Clerk and Secretary of the District as follows:
facilities within easements or ROW for sewer;
2. facilities within easements or ROW for potable water;
facilities within easements or ROW for recycled water;
4. facilities not within easements or ROW for sewer;
facilities not within easements or ROW for potable water; and
6. facilities not within easements or ROW for recycled water.
10306-0006\2590850v2.doc
EXMIT "C"
RAILROAD LICENSES AGREEMENTS
10306-0006\2590032v2.doc
EXHIBIT "C"
RAILROAD LICENSES AGREEMENTS
That certain Pipe Line License, License No. 064807, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Capistrano Acres Mutual Water Co.**
dated August 1, 1960.
2. That certain Pipe Line License, License No. 66120, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water Works District No.
4*** dated August 25, 1961.
That certain Pipe Line License, License No. 66121, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water Works District No.
4*** dated August 25, 1961.
4. That certain Pipe Line License, License No. 69787, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water Works District No.
4* * * dated July 10, 1964.
' 5. That certain Pipe Line License, License No. 119533, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water District No. 4***
dated April 5, 1965.
6. That certain Pipe Line License, License No. 136665, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water Works District No.
4*** dated June 7, 1971.
7. That certain Pipe Line License, License No. 139858, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water Works District No.
4*** dated July 21, 1972.
8. That certain Pipe Line License, License No. 152962, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Orange County Water Works District No.
4*** dated May 2, 1977.
*Orange County Transportation Authority, as successor in interest to The Atchison, Topeka and
Santa Fe Railway Company, as presumed by the Parties and subject to further research and
confirmation.
' **The City of San Juan Capistrano, as successor in interest to the Capistrano Acres Mutual
Water Co. with respect to License No. 064807.
***The City of San Juan Capistrano, as successor in interest to Orange County Water Works
District No. 4.
****The City of San Juan Capistrano, as successor in interest to Capistrano Valley Water
District.
9. That certain Pipe Line License, License No. 175408, by and between The Atchison,
Topeka and Santa Fe Railway Company* and Capistrano Valley Water District**** '
dated August 28, 1986.
10. That certain Pipe Line License, License No. 180810, by and between The Atchison,
Topeka and Santa Fe Railway Company and Capistrano Valley Water District**** dated
September 28, 1990.
*Orange County Transportation Authority, as successor in interest to The Atchison, Topeka and
Santa Fe Railway Company, as presumed by the Parties and subject to further research and
confirmation.
"The City of San Juan Capistrano, as successor in interest to the Capistrano Acres Mutual ,
Water Co. with respect to License No. 064807.
***The City of San Juan Capistrano, as successor in interest to Orange County Water Works
District No. 4.
****The City of San Juan Capistrano, as successor in interest to Capistrano Valley Water
District.
EXHIBIT "D"
VENDOR CONTRACTS
' EXHIBIT "D"
VENDOR CONTRACTS
1. That certain Agreement for Purchase of Chemicals by and between Brenntag Pacific, Inc.
and the City of San Juan Capistrano dated June 4, 2019, and amended on May 4, 2021.
2. That certain Agreement for Purchase of Chemicals by and between JCI Jones Chemicals
Inc. and the City of San Juan Capistrano dated June 4, 2019, and amended May 4, 2021.
3. That certain Agreement for Purchase of Chemicals by and between King Lee Chemical
Company and the City of San Juan Capistrano dated August 7, 2018, and amended on May
4, 2021.
EXHIBIT "E"
OTHER AGREEMENTS
10306-0006\2590032W2.doc
' EXHIBIT "E"
OTHER AGREEMENTS
1. That Consent to Assignment Agreement by and among the City of San Juan Capistrano,
Rainer W. Metz, Inc., and Metz Properties, LLC dated May 15, 2018.
2. That Agreement Between South Coast Water District and Capistrano Valley Water
District to Provide for Interconnection of Facilities (Stonehill) dated January 21, 1992.
3. That Agreement for an Emergency Interconnection Between City of San Juan Capistrano
and South Coast Water District Near the Intersection of Stonehill and Palo Alto dated
June 3, 2008.
4. That Agreement for the Termination of the Water Service and Lease of Capacity Rights
at Del Obispo and the Establishment of an Emergency Interconnection Between the City
of San Juan Capistrano and South Coast Water District at Del Obispo dated November 3,
2009.
5. That Emergency Interconnection Agreement Between City of San Juan Capistrano and
South Coast Water District (Costco-AMMCO) dated January 20, 2004.
6. That Agreement No. 29805; New LRP Capistrano Valley Non -Domestic Water System
Expansion Local Resource Program Agreement Between the Metropolitan Water District
of Southern California, Municipal Water District of Orange County, and Capistrano
Valley Water District, dated March 27, 2000.
That Sewer Service Agreement Between Moulton Niguel Water District and the City of
San Juan Capistrano Regarding Four Parcels of an Unrecorded, Approved Tentative
Parcel Map, 93-129, the Legal Description Which is: In the City of Laguna Niguel, Being
a Subdivision of Parcel 1 of Lot Line Adjustment 87-88, Recorded as Instrument No. 88-
067540 of Official Records, and all of Lots "E" of Tract 12769 as Files in Book 594,
Pages 17-20 of Miscellaneous Maps of the County of Orange, dated February 4, 2003.
8. That Water Purchase Agreement Between Capistrano Valley Water District and Moulton
Niguel Water district for Water Facilities Located in TPM 93-129, dated February 4,
2003.
9. That Agreement for Joint Construction and Operation of Water Transmission -
Distribution Facilities by and between the Moulton Niguel Water District and the Orange
County Water Works District No. 3 dated September 11, 1961.
10. That Agreement Between Moulton -Niguel Water District and Orange County
Waterworks District No. 4 Relative to the Availability of Water by Means of Eastern
Transmission Main and Oso Parkway Transmission Main dated June 29, 1977.
10306-0006\2590738v1.doc
11. That Recycled Water Purchase Agreement Between the City of San Juan Capistrano and '
Moulton Niguel Water District Through Recycled Water Facilities Located at the
Intersection of Via Escola and Rancho Viejo Road dated November 15, 2005.
12. That License for Sewer Connection Between Licensor Moulton Niguel Water District
and Licensee the City of San Juan Capistrano TTM 16572 (Hidden Creek Estates) dated
January 2007.
13. That License for Sewer Connection Between Licensor Moulton Niguel Water District
and Licensee the City of San Juan Capistrano Assessor Parcel Number 650-011032
(Gateway Community Church) dated January 4, 2000.
14. That License For Sewer Connection Between Licensor Moulton Niguel Water District
and Licensee The City of San Juan Capistrano (North West Open Space) dated February
3, 2015.
15. That License for Sewer Pipeline Connection to Sewer Lift Station Between Licensor City
of San Juan Capistrano and Licensee Moulton Niguel Water District Tract Nos. 6936,
6975 (Trabuco Lift Station Replacement) dated May 31, 2000.
16. That Agreement for Allocation of Proceeds of Sale of Allen-McColloloch Pipeline dated '
July 1, 1994.
17. That Agreement for Interim License and Lease of Capacity in Allen-McColloch Pipeline
dated June 29, 1992.
18. That Memorandum of Understanding Concerning Deferral of Construction of the Diemer
Pump Station and Temporary Modification of Operation of the Allen-McColloch Pipeline
dated June 30, 1992.
19. That Amended and Restated Joint Exercise Powers Agreement to Operate and Maintain
Joint Transmission Main Facilities dated March 2, 2000.
20. That Agreement between Moulton -Niguel Water District and Orange County Water
Works District No. 4 Relative to Reclamation of Sewage and Waste Water dated August
15, 1974.
21. That Sewer Service Agreement Between Moulton Niguel Water District and City of San
Juan Capistrano for Parcel No. 4 of Marcel Map No. 85-154 Within Improvement
District No. 7 of Moulton Niguel Water District dated August 1, 1991. '
-2-
10306-0006\2590738v1.doc
' 22. That License for Sewer Connection Between Licensor Moulton Niguel Water District
and Licensee the City of San Juan Capistrano Assessor Parcel Number 650-011032
(Gateway Community Church) dated January 4, 2000.
23. That License for Sewer Pipeline Connection to the Sewer Lift Station Between Licensor
City of San Juan Capistrano and Licensee Mouton Niguel Water District dated May 31,
2000.
24. That Water Purchase Agreement Between Capistrano Valley Water District and Moulton
Niguel Water District For Water Facilities Located in TPM 93-129 dated February 4,
2003.
25. That Sewer Service Agreement Between Moulton Niguel Water District and the City of
San Juan Capistrano Regarding Four Parcels of an Unrecorded, approved Tentative
Parcel Map, 93-129, The Legal Description Which is: In the City of Laguna Niguel,
Being a Subdivision of Parcel 1 of Lot Line Adjustment 87-88, Recorded as Instrument
No. 88-067540 of Official Records, and all of Lot `B" of Tract 112769 as filed in Book
594, Pages 17-20 of Miscellaneous Maps of the County of Orange dated February 4,
2003.
' 26. That Improvement and Reimbursement Agreement for water and Sewer Facilities - 93-
129 LTD (TPM 93-129) dated August 5, 2003.
27. That Recycled Water Purchase Agreement Between the City of San Juan Capistrano and
Moulton Niguel Water District Through Recycled Water Facilities Located atthe
Intersection of Via Escolar and Rancho Viejo Road dated November 15, 2005.
28. That License for Sewer Connection Between Licensor Moulton Niguel Water District
and Licensee the City of San Juan Capistrano TTM 16572 dated January 2, 2007.
29. That License for Sewer Connection Between Licensor Moulton Niguel Water District
and Licensee the City of San Juan Capistrano (North West Open Space) dated February
3, 2015.
30. That Sewer Improvement Reimbursement Agreement between the City of San Juan
Capistrano and River Street SJC LLC dated October , 2021.
-3-
10306.000612590738v1.doc
' EXHIBIT "F"
RETAINED PROPERTIES AND RETAINED ASSETS
10306-000612590032v2.doc
' EXHIBIT "F"
RETAINED PROPERTIES AND RETAINED ASSETS
RETAINED PROPERTIES
Facility Name
Description
City Hall
Portion of APN 668-101-23
Utilities
Portion of APN 668-101-23
Administration
Building
North Open Space
APN 121-050-19
Eastern Open Space
APNs 125-172-24, 125-172-25, 125-172-26, and 125-172-27
Christmas Tree Lot
APNs 650-023-08 and 650-023-09
Community Sports
APN 121-190-57
Park Center and Sports
Park Property
Dance Hall (Parcel A;
Portion of APN 668-101-23
Lot 2)
Kinoshita (Parcel F)
Portion of the Alipaz Street right-of-way where it intersects with
Camino Del Avion
RETAINED ASSETS
1. All vehicles and trailers, except those specifically identified in Exhibit B.
2. All portable generators, except those specified in Exhibit B.
10306-000612588996v 1. doc