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21-1102_SANTA MARGARITA WATER DISTRICT_F1a_Supplementary Agenda ReportCity of San Juan Capistrano Supplementary Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Ken Al-Imam, Chief Financial Officer Kevin Ennis, Special Counsel DATE: November 2, 2021 SUBJECT: Santa Margarita Water District’s (SMWD) Annexation of the City’s Water and Wastewater Utility Systems: (1) Approval of First Amendment to the Annexation Agreement, (2) Approval of the Bill of Sale, Assignment and Assumption Agreement, and (3) Approval of the Assignment, Assumption and Amendment Agreement for each of the Bond Obligations; Related Personnel Adjustments; and, Appropriations of Funds RECOMMENDATIONS: 1.Adopt three resolutions to effectuate the transfer of the City’s water and wastewater utility systems to the Santa Margarita Water District (SMWD), such resolutions providing for: (1) Approval of the First Amendment to the Annexation Agreement, (2) Approval of the Bill of Sale, Assignment and Assumption Agreement, and (3) Approval of the Assignment, Assumption and Amendment Agreement for each of the Bond Obligations; 2.Authorize the City Manager to execute said agreements, in substantially the form provided as Attachments 1, 2, and 3 of this report, and take all other actions necessary or proper to effectuate the annexation in a timely manner, consistent with prior Council approvals, the Annexation Agreement, and Orange County Local Area Formation Commission (LAFCO) Resolution DA 20-01; 3. Adopt a resolution (Attachment 4) to add one Senior Public Works Specialist position; one Part-Time Public Works Specialist II, delete one Part-Time Accounting Specialist position; and add one Accounting Specialist position; 11/2/2021 F1a Supplementary Agenda Report November 2, 2021 Page 2 of 2 4. Increase Fiscal Year 2021-22 General Fund budgeted expenditures by $77,000 for personnel costs associated with City retention of responsibility for stormwater management and customer service, and increase Fiscal Year 2021-22 General Fund budgeted revenues (property tax revenue) by $77,000 to account for property tax revenues retained to fund this increase in budgeted expenditures; and, 5. Increase Fiscal Year 2021-22 Forfeited Construction and Demolition Fund budgeted expenditures by $122,000 for personnel costs associated with the Environmental Programs Analyst classification that was approved by City Council on June 1, 2021. SITUATION: When the agenda report was published on October 27, 2021, a placeholder was inserted for Exhibit A to Attachment 2, which was in the process of being finalized. Exhibit A to Attachment 2 is now complete. The entirety of Attachment 2 along with Exhibit A is attached to this supplemental agenda report. ATTACHMENT: Attachment 2 – Resolution Approving the Bill of Sale, Assignment and Assumption Agreement, for the Conveyance and Assignment of Certain Properties and Accounts to SMWD NOTIFICATIONS: Dan Ferons, General Manager, SMWD Carolyn Emery, Executive Director, LAFCO City Clerk Notification List 1 RESOLUTION NO. 21-11-02-XX 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 ATTACHMENT 2 - Page 1 of 5 2 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 et seq). Pursuant to 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. ATTACHMENT 2 - Page 2 of 5 3 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, ATTACHMENT 2 - Page 3 of 5 4 substantially in the forms contained the Bill of Sale, Assignment and Assumption 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 TAYLOR, MAYOR ATTEST: _____________________________________ MARIA MORRIS, CITY CLERK ATTACHMENT 2 - Page 4 of 5 5 EXHIBIT A BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT Between the City of San Juan Capistrano and the Santa Margarita Water District ATTACHMENT 2 - Page 5 of 5 1 10306-0006\2590032v2.doc 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 2 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 3 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-1”, 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 4 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 funds 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 5 10306-0006\2590032v2.doc 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). 6 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 7 10306-0006\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 8 10306-0006\2590032v2.doc is for convenience only and shall be deemed to include the neuter, masculine or feminine 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 Party 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 party 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 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. 9 10306-0006\2590032v2.doc 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 By: Benjamin Siegel City Manager ATTEST: Maria Morris City Clerk APPROVED AS TO FORM: Richards, Watson & Gershon Special Counsel SANTA MARGARITA WATER DISTRICT By: Charles T. Gibson President of Board of Directors ATTEST: Kelly Radvansky Board Secretary APPROVED AS TO FORM: Sloan Sakai Yeung & Wong, LLP Special Counsel 10306-0006\2590032v2.doc EXHIBIT “A” REAL PROPERTY EXHIBIT “A” REAL PROPERTY (Property to be transferred by City to SMWD) No. Parcel Number “APN” Facility Description Description of Transfer 1. Portion of 668-101-23 1 GWRP Plant Quitclaim Deed of GWRP Plant. New Easement* 2. Portion of 668-230-02 2 Mariner Well Site Quitclaim Deed 3. 668-511-89 3 Well No: 1 Quitclaim Deed 4. Portions of 668-521-02 and 668-521-01 4 Well No 2 Quitclaim Deed* 5. 668-521-04 5 Well No. 4 Quitclaim Deed 6. Within Alipaz Street right-of-way at Camino Del Avion 6 Kinoshita Well New Easement* 7. Portion of 666-131-08 7 Tirador Well Quitclaim Deed* 8. 650-233-11 Pump Station B067 and B068 Grant Deed for sewer drain purposes. 9. 650-073-88 Rosenbuam Pump Station Pump Station 41E9 Grant Deed for pump station, access and utility purposes. 1 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. 3 Described as Parcel C in the Property Lease. 4 Described as Parcel D in the Property Lease 5 Described as Parcel E in the Property Lease. 6 Described as Parcel F in the Property Lease. 7 Described as Parcel G in the Property Lease. 10. 124-140-29 Reed Reservoir Zone 2 Quitclaim Deed* 11. 124-140-21, 124-140- 60, 666-451-21 Reed Reservoir Zone 2 Access New Easement* 12. 649-281-06 Mission Street Well 1 Quitclaim Deed 13. 649-281-08 Mission Street Well 7 Grant Deed 14. 649-281-02 Hollywood Well 2A and Pump Station Quitclaim Deed 15. 649-281-03 649-281-10 Hollywood Well Access New Easement* 16. 666-092-02 666-092-03 Well 5 Quitclaim Deed 17. 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 Pump Station Easement 21. Portion of 121-050-19 North Open Space Well Easement* 22. 650-181-12 Toyon Pump Station Easement 23. 673-160-04 Captain’s Hill Pump Station Quitclaim Deed 24. 649-331-02 Bear Brand Quitclaim Deed 25. 650-043-02 Mission Hills Pump Station Quitclaim Deed 26. 650-492-03 Capistrano Royale Pump Station Quitclaim Deed 27. 664-231-15 Hidden Mountain Pump Station Grant Deed 28. 666-471-12 Zone 2 Pump Station Grant Deed 29. 675-301-12 Connemara Pump Station Quitclaim Deed 30. 675-331-01 McCracken Pump Station Quitclaim Deed 31. 675-331-19, 675-331- 20 McCracken Reservoir Quitclaim Deed 32. 121-070-27 High West Side Reservoir Quitclaim Deed 33. 121-070-66 Highwest Side Reservoir Access New Easement* 34. 666-012-07 Krum Reservoir Quitclaim Deed 35. 666-012-45 Krum Reservoir Access Parcels New Easement* 36. 650-132-47 Rosenbaum Well 2 Quitclaim Deed 37. 650-023-09 Christmas Tree Well New Easement* 38. 673-061-02 Cooks Reservoir Quitclaim Deed 39. 666-252-15 South Cooks Well Quitclaim Deed* 40. South Cooks Well Access Parcels New Easement* 41. 650-341-04 Zone 3 Pump Station, Zone 3 #2 (Lower Hunt Club) Reservoir Quitclaim Deed 42. 124-081-44 760 South Reservoir Quitclaim Deed* 43. 760 South Reservoir Access New Easement* 44. 650-271-07 Mission Hills Reservoir Quitclaim Deed 45. 650-391-06 Zone 3 #1 (Upper Hunt Club) Quitclaim Deed 46. 650-391-05 Upper Hunt Club Access New Easement* 47. 650-521-03 Terminal Reservoir 2 and 3 Quitclaim Deed 48. 650-521-02 Terminal Reservoir 2 and 3 Access New Easement* 49. 741-641-10 Flow Control Facility 4 Grant Deed 50. Eastern Open Space Access New Easement* 51. 121-182-17, 62 The Farm (Tr 19603)** 52. 121-253-13, 15; 121- 240-39, 73, 76 Ganahl Lumber 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. **Map Easements of Record in pending subdivision maps. 10306-0006\2590032v2.doc EXHIBIT “A-1” FORM OF DEED 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 By: 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. DATED: _________________ SANTA MARGARITA WATER DISTRICT By: _______________________________ Secretary (SEAL) State of California ) County of Orange ) City of San Juan Capistrano ) (Gov’t Code 40814 & Civil Code 1181) 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 By: 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. DATED: _________________ SANTA MARGARITA WATER DISTRICT By: _______________________________ Secretary (SEAL) State of California ) County of Orange ) City of San Juan Capistrano ) (Gov’t Code 40814 & Civil Code 1181) 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. 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 By: 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 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 By: _______________________________ Secretary (SEAL) State of California ) County of Orange ) City of San Juan Capistrano ) (Gov’t Code 40814 & Civil Code 1181) 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. 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, 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 (“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 By: 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 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 By: _______________________________ Secretary (SEAL) State of California ) County of Orange ) City of San Juan Capistrano ) (Gov’t Code 40814 & Civil Code 1181) 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) 10306-0006\2590032v2.doc EXHIBIT “B” ASSETS 10306-0006\2590711v2.doc 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\2590032v2.doc EXHIBIT “B-1” INFRASTRUCTURE 10306-0006\2590850v2.doc EXHIBIT “B-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: 1. facilities within easements or ROW for sewer; 2. facilities within easements or ROW for potable water; 3. facilities within easements or ROW for recycled water; 4. facilities not within easements or ROW for sewer; 5. facilities not within easements or ROW for potable water; and 6. facilities not within easements or ROW for recycled water. 10306-0006\2590032v2.doc EXHIBIT “C” RAILROAD LICENSES AGREEMENTS *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 “C” RAILROAD LICENSES AGREEMENTS 1. 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. 3. 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. 10306-0006\2590032v2.doc 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. 10306-0006\2590032v2.doc EXHIBIT “E” OTHER AGREEMENTS 10306-0006\2590738v1.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. 7. 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. -2- 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. -3- 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 “E” 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 at the 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. 10306-0006\2590032v2.doc EXHIBIT “F” RETAINED PROPERTIES AND RETAINED ASSETS 10306-0006\2588996v1.doc EXHIBIT “F” RETAINED PROPERTIES AND RETAINED ASSETS RETAINED PROPERTIES Facility Name Description City Hall Portion of APN 668-101-23 Utilities Administration Building Portion of APN 668-101-23 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 Park Center and Sports Park Property APN 121-190-57 Dance Hall (Parcel A; Lot 2) Portion of APN 668-101-23 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.