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1973-0628_SERRA_Addendum 1 to Amd 2 (2) ADDENDUM 1 TO AMENDMENT NO. 2 AGREEMENT FOR ACQUISITION, USE, OPERATION, MAINTENANCE AND EXPANSION OF SEWAGE TREATMENT PLANT OF CITY OF SAN JUAN CAPISTRANO BY SOUTH EAST REGIONAL RECLAMATION AUTHORITY FOR AND ON BEHALF OF PROJECT COMMITTEE NO. 2 (THE "PC 2 AGREEMENT") (Advanced Wastewater Treatment Project: Project Committee No. 2/AWT) This ADDENDUM 1 to Amendment No. 2 to the PC 2 Agreement (hereinafter the "PC 2/AWT Agreement') is made effective this _ day of August, 2006 (the "Effective Date"), by and among South Orange County Wastewater Authority ("SOCWA") (the successor in-interest to South East Regional Reclamation Authority (SERRA)), a joint power agency created by that certain joint powers agreement entitled "Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority, Orange County, California (SOCWA)" dated July 1, 2001 (the "Joint Powers Agreement'), and pursuant to Section 6500 and following of the Government Code of the State of California, for and on behalf of its Project Committee No. 2 ("PC 2"), and the following member agencies of SOCWA and members of PC 2: (a) City of San Juan Capistrano ("SJC"); (b) South Coast Water District ("SCWD"); (c) Moulton Niguel Water District ("MNWD"); and (d) Santa Margarita Water District ("SMWD"). RECITALS A. The PC 2 members entered into the PC2/AWT Agreement to provide for the design, construction and operation of advanced wastewater (tertiary) treatment facilities (the "AWT Project') at the Jay B. Latham Plant (formerly referred to as the "SERRA Plant', to be referred to as the 'Plant' herein) site for the diversion of up to 11.0 mgd of SDsecondary effluent produced at the Plant from discharge to the Pacific Ocean and treatment of such effluent for beneficial reuse as recycled water. The PC 2 Members who will fund, and thereafter have capacity interests in, the AWT Project are SJC, 0 0 SCWD and MNWD (the "PC 2/AWT Members"). The PC 2/AWT Members desire to have SOCWA resume completion of the preliminary design and environmental review of the AWT Project, to be based upon the revised project phasing and participation as set forth in this Addendum 1. B. The AWT Project will be designed and constructed in one phase with a design capacity of 9.0 mgd, in lieu of the three phases and a design capacity of 11.0 mgd originally contemplated in the PC2/AWT Agreement. SCWD and MNWD plan to own and use less capacity in the AWT Project then originally set forth in the PC2/AWT Agreement, and SJC plans to own and use more capacity in the AWT Project then originally set forth in the PC 2/AWT Agreement. PC 2/AWT Member's currently contemplated capacities in the AWT Project are as follows: SCWD- 0.5 mgd; MNWD- 1.5 mgd; and, SJC- 7.0 mgd, for a total of 9.0 mgd in the AWT Project. C. Based on the '[SERRA]Jay B. Latham Plant Wastewater Capacity Allocations' set forth in the PC 2 Agreement, SCWD and MNWD will have excess secondary treated effluent available even after their participation in the AWT Project at the revised AWT capacity interests set forth in this Addendum 1, which otherwise will be discharged to the Pacific Ocean. SMWD will not participate in the AWT Project and the secondary treated effluent related to SMWD's wastewater capacity allocation and wastewater flows actually sent to the Plant by SMWD are discharged to the Pacific Ocean. Pursuant to this Addendum 1, SJC desires to secure assurances from MNWD,SCWD and SMWD that SJC may use as long as it is available a quantity of secondary treated effluent generated at the Plant sufficient to support the projected recycled water production resulting from SJC's capacity interest(s) in the AWT Project, subject to the forty year term on such assurances provided for hereafter. D. The PC 2/AWT Members ( SJC, SCWD and MNWD) have reviewed alternative treatment processes for the AWT Project. In order to complete the Page -2- BA W&G/PG/kp/78800 17005 N 2.22-6-11-06 Drill 1 0 0 environmental review and the preliminary design for the AWT Project in a timely fashion so as to qualify for potential California State Proposition 50 grant funding in the magnitude of $5,000,000, the PC 2 Members desire to execute this Addendum 1 for the following purposes: (1) revise the project phasing and projected capacities of the PC 2/AWT Members previously set forth in PC 2/AWT Agreement; (2) provide for MNWD's ,and SCWD's consent to use of the available secondary treated effluent not otherwise needed by MNWD and SCWD to fully utilize their own respective capacities in the AWT Project, as well as SMWD's consent, to allow use of the available effluent by SJC in conjunction with its capacity in the AWT Project; and, (3) authorize the preliminary design and environmental review of the AWT Project in a timely manner so as to qualify for potential Proposition 50 grant funds, if and when such funds are available, and to otherwise authorize the funding of such design and environmental services. AGREEMENT The parties agree to revise the PC 2/AWT Agreement, including those certain sections of thereof as noted, as follows: 1. Revised Section 1 B "Project Phases". Section 1 B, Table 2, which sets forth the proposed capacities of each PC 2/AWT Member in the project facilities, is amended to be as follows: AWT PROJECT CAPACITIES (PROJECTED) Table 2 PC 2/AWT AWT Project Capacity Share Member Capacity m d SJC 7 77.78% MNWD 1.5 16.67% SCWD 0.5 5.56% Total 9.0 100.0% 2. Environmental Review: Preliminary Design The PC 2/AWT Members agree Page -3- BA W&G/PG/kp/78800 17005N2.22-6-II-06 Draft SOCWA may proceed with the environmental review and the preliminary design of the AWT Project as revised by the terms of this Addendum 1, subject to the members' approval of the environmental services and design services contract(s) for such work. The PC 2/AWT Members agree to deposit with SOCWA the budgeted amounts specified in Exhibit D (which Exhibit D will supercede the costs previously allocated to the members for preliminary design in Exhibit C to the PC 2/AWT Agreement) for the preliminary design and environmental review services, and to further deposit all other associated costs for SOCWA's legal review of such matters, including preparation of this Addendum 1, within sixty (60) calendar days after the Effective Date of this Addendum 1. 3. Revised Section 2B. Section 26, "Funding Opportunities; Withdrawal", is amended as follows: "Section 2B. Funding Opportunities; Withdrawal. Upon request by any PC 2/AWT Member, and at any such member's individual expense, SOCWA will pursue funding opportunities from available state or federal sources/programs for the AWT Project at the earliest possible date. It is agreed by the parties to this Amendment No. 2 that, subsequent to the completion of the preliminary design and environmental review, but prior to the award of the final design contract for the AWT Project, any PC 2/AWT Member may withdraw from participation in the AWT Project. In the case of a withdrawal, all further obligations of the withdrawing member shall cease as of the date of such withdrawal, except obligations of that member for expenses already incurred pursuant to this Amendment No. 2. Subject to the further approvals by the PC 2/AWT Members prior to Final Design and construction, the AWT Project shall be constructed and thereafter owned, operated, and maintained by SOCWA, through, on behalf of, and for the use and benefit of, the remaining PC 2/AWT Members." Page -4- BA W&G/PG/kp/78800 17005 N 222-6-11-06 Draft 1 0 0 5. Effluent Surplus. SMWD, MNWD and SCWD each agree that SJC may use effluent that is a byproduct of wastewater flows from, respectively, SMWD, MNWD and SCWD to the Plant, but, in the case of MNWD and SCWD, only to the extent that such effluent exceeds the levels required for, respectively, MNWD's and SCWD's AWT Project capacities (collectively hereinafter," Surplus Effluent"). SMWD, MNWD, SCWD each will allow the use of its Surplus Effluent (hereinafter the "SMWD Effluent", the "MNWD Surplus Effluent" and the "SCWD Surplus Effluent by SJC for such specific purpose, subject to the following conditions: (a) SJC's use of the Surplus Effluent will be deemed used on a proportionate basis as to the SMWD Surplus Effluent, the MNWD Surplus Effluent and the SCWD Surplus Effluent. Notwithstanding any other term set forth herein, SJC agrees that SMWD, MNWD and SCWD make no promises, assurances or guarantees that they will individually or collectively send sufficient wastewater flows to the Plant so that the Surplus Effluent will continue to be available, or available in any specific quantity, for SJC's use in connection with the AWT Project as provided in Amendment No. 2, as supplemented by this Addendum 1. (b) SJC's use of the Surplus Effluent is restricted for use by SJC in connection with SJC's 7.0 mgd capacity in the AWT Project, and for no other purpose unless otherwise agreed to in writing by SMWD,MNWD, SCWD and SJC, and approved by Project Committee No. 2, if required. (c) In recognition of SJC's necessity for the Surplus Effluent to fully utilize its AWT Project capacity and therefore benefit from investment in its recycled water program, SMWD, MNWD and SCWD each agree to enter into timely discussions with SJC on a means of avoiding any permanent reduction in the available Surplus Effluent should SMWD, MNWD or SCWD decide in the future to develop any facilities which will Page -5- BA W&G/PG/kp/78800 17005N2.22-6-11-06 Draft • • reduce the amount of wastewater conveyed to the Plant and therefore impact the available Surplus Effluent necessary for SJC to utilize its capacity in the AWT Project. (d) Notwithstanding any other term set forth in this Addendum 1, the consent given by SMWD, SCWD and MNWD to SJC's use of the Surplus Effluent, including the requirement set forth in subsection (d) of this Section 5, will terminate on a date forty (40) years from the Effective Date, unless otherwise agreed to in writing by the parties hereto. Upon expiration of such consent, SJC shall be limited to the quantity of effluent generated at the Plant resulting from wastewater flows conveyed to the Plant by SJC, unless or until otherwise agreed by the parties. 6. Substitution of SOCWA. All references to "SERRA" set forth in the PC 2/AWT Agreement are deemed to be references to SOCWA, as SERRA's successor- in-interest. 7. Delete CGvL Report The parties agree that the CGvL Report will not be incorporated as Attachment 1 in the PC 2/AWT Agreement. 8. Recitals/Exhibits. The parties each represent and agree the Recitals are true and correct. The Recitals are incorporated into this Addendum 1. Exhibit D is attached and incorporated into this Addendum 1. 9. Effect of Addendum 1 . Except as modified herein, all other terms and conditions of the PC 2 Agreement, including the PC 2/AWT Agreement, shall remain in full force and effect. In the event of any conflict or inconsistency between Amendment No.2 , the terms of this Addendum 1 shall control. The terms "PC 2 Agreement" and "PC 2/AWT Agreement" as used in such documents shall include this Addendum 1. 10. Counterparts. This Addendum 1 may be executed in counterparts, each of Page -6- BA W&G/PG/kp/78800 17005 N 2.22-6-11-06 Draft which shall constitute an original and which collectively shall constitute one instrument. THIS ADDENDUM 1 is entered into by each of the parties as of the Effective Date above. SOUTH ORANGE COUNTY WASTEWATER AUTHORITY ON BEHALF OF PROJECT COMMITTEE NO. 2 By Chairman By Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Counsel - SOCWA By Patricia B. Giannone Page -7- BA W&G/PG/kp/78800 17005 N2.22-6-11-06 Draft PC2/AWT MEMBERS: CITY O=NJ CAPIBy: e avid M. Swerd in, Mayor aret nahan, Clerk APPROVED A TO FORM: John R. ha , City Attorney MOULTON NIGUEL WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By Pres ident/Vice-President By Secretary/Assistant Secretary PC 2 MEMBER: SANTA MARGARITA WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary Page -8- BA W&G/PG/kp/78800 17005 N 2.22-6-11-06 Draft I EXHIBIT D PC 2/AWT Members Environmental and Preliminary Design Services Budget Allocations PC2/AWT Capacity Capacity Share of Share of Member (mgd) Share PDR Costs CEQA Costs7$,c3( sts SCWD 0.5 5.56% $4,722 $3,6133.00 MNWD 1.5 16.67% $14,167 $10,833 $25,000.00 SJC 7.0 77.78% $66,111 $50,556 $116,667.00 Total 9.0 100.00% $85,000 $65,000 $150,000.00 Page -9- BA W&(i/PG/kp/78800 17005 N 2.22-6-11-06 Draft I AMENDMENT NO. 2 AGREEMENT FOR ACQUISITION, USE, OPERATION, MAINTENANCE AND EXPANSION OF SEWAGE TREATMENT PLANT OF CITY OF SAN JUAN CAPISTRANO BY SOUTH EAST REGIONAL RECLAMATION AUTHORITY FOR AND ON BEHALF OF PROJECT COMMITTEE NO. 2 (THE "PC 2 AGREEMENT") (Advanced Wastewater Treatment Project: Project Committee No. 2/AWT) This Amendment No. 2 to the PC 2 Agreement is made effective this 29th day of .Tune 2000 (the "Execution Date"), by and between the SOUTHEAST REGIONAL RECLAMATION AUTHORITY ("SERRA'), a joint powers agency created by that certain joint powers agreement entitled "Joint Exercise of Powers Agreement Creating South East Regional Reclamation Authority, Orange County, California (SERRA)" dated March 9, 1970 (the "Joint Powers Agreement"), and pursuant to Section 6500 and following of the Government Code of the State of California for and on behalf of its Project Committee No. 2, and the following entities: (a) City of San Juan Capistrano ("SJC"); (b) South Coast Water District ("SCWD"); (c) Santa Margarita Water District ("SMWD"); and (d) Moulton Niguel Water District The foregoing entities are collectively in some instances referred to as the "PC 2 Members", which term is also defined to include all predecessors-in-interest to the individual PC 2 Members, as applicable, or individually as "party" and collectively or in combination as "parties". The parties are member agencies of SERRA, Project Committee No. 2 and signatories to the Joint Powers Agreement. The term"PC 2 Agreement" includes Amendment No. 1 thereto, executed on May 18, 2000. RECITALS A. SERRA is pursuing in the most beneficial economical and environmentally compatible manner a regional program for wastewater collection, treatment, reclamation, reuse, BAW&G/PBG/ke/6 5769.3 17005 N 2.22-07/26/00 Final:Execution disposal, and management, including but not limited to, those facilities known as the SERRA"Jay B. Latham Regional Treatment Plant (the "SERRA Plant")", which facilities are depicted in Exhibit A to this Amendment No. 2. Project Committee No. 2 was previously created for the purpose of constructing and operating the SERRA Plant, all in accordance with the PC 2 Agreement. B. SERRA and the PC 2 Members executed the PC 2 Agreement on June 28, 1973, to provide for SERRA's acquisition of the SERRA Plant from SJC and the Dana Point Sanitary District (DPSD), SCWD's predecessor-in-interest. The PC 2 Agreement additionally provided for the expansion of the liquids treatment capacity in the SERRA Plant from 6.0 million gallons per day (mgd) to 9.0 mgd. The PC 2 Agreement also set forth the PC 2 Members' operation and maintenance expense obligations for the SERRA Plant. C. SERRA, SMWD, DPSD and MNWD entered into the"Agreement For Construction and Capacity Ownership of Additional Water Reclamation Facilities For the South East Regional Reclamation Authority For and On Behalf of Project Committee No. 7" on July 13, 1978, and the contemporaneous "Addendum to Agreement For Construction and Capacity Ownership of Additional Water Reclamation Facilities For the South East Regional Reclamation Authority For and on Behalf of Project Committee No. 7," also dated July 13, 1978, to expand the liquids treatment capacity in the SERRA Plant to 13.0 mgd, and to add additional sludge thickening capacity for and on behalf of such PC 2 Members. D. SERRA and the PC 2 Members entered into the "Agreement for Design, Construction, Use, Operation and Maintenance of Solids Handling and Cogeneration Facilities at the J.B. Latham Regional Wastewater Treatment Plant for and on Behalf by South East Regional Reclamation Authority for and on Behalf of Project Committee No. 16", dated November 10, 1982, for the purpose of designing, constructing, operating and maintaining solids handling and cogeneration facilities of the SERRA Plant. E. SERRA and the PC 2 Members entered into an agreement entitled "Agreement Re Project Committee Nos. 2, 7 and 7-A of South East Regional Reclamation Authority Relative to BAW&G/PBG/kd65769.3 17005 N 2.22-07/26/00 Final:Exocufion -2- Verification of Liquid Treatment and Solids Handling Capacity at the Jay B. Latham Regional Wastewater Treatment Plant", dated November 8, 1984 (the "1984 Agreement"). The 1984 Agreement set forth the nominal liquids treatment capacity of 13.0 mgd and the nominal solids handling capacity of 18.5 mgd of the SERRA Plant, and the allocation of such capacities among the PC 2 Members for purposes of ownership and cost responsibility for operation, including capital repair and improvement projects. The 1984 Agreement also addressed the `perfection' of the solids handling capacity and the associated perfection costs and allocation. F. The PC 2 Members thereafter entered into several transactions for the assignment and transfer, or lease, of liquids and/or solids treatment capacity between various members. G. By execution of Amendment No. 1 to the PC 2 Agreement on May 18, 1998, and the completion of required conditions precedent set forth in such amendment, SCWD's predecessor-in-interest, Capistrano Beach Water District (CBWD) entered into agreements with certain other PC 2 Members for CBWD to take assignment of, in the aggregate, 1.5 mgd of liquids treatment capacity and 1.5 mgd of solids handling capacity in the SERRA Plant (the"1998 Capacity Transfers"). H. Amendment No. 1 also set forth the allocations of the liquids treatment capacity and solids handling capacity of the SERRA Plant among the parties to reflect the prior capacity transfers, including the 1998 Capacity Transfers, and by its terms verified, resolved, compromised and fully settled all issues pertaining to the liquids treatment and solids handling capacity of the SERRA Plant and all cost allocations of such capacities, and also established the current allocations of liquids and solids capacities among the PC 2 Members, which is set forth below in Table 1. BAW&G/P]3Q/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -3- SERRA PLANT WASTEWATER CAPACITY ALLOCATIONS ...... Member Liquid Capacity Percentage Solids Handling Percentage (mgd)* Capacity(mgd)* sic 4.00 30.77 5.55 30.00 SMWD 2.25 17.31 5.25 28.38 MNWD 3.00 23.08 1 4.00 21.62 SCWD 3.75 28.84 3.70 20.00 TOTAL 13.0 100.00 18.5 100.00 * - Average dry weather flow rate, million gallons per day. I. The PC 2 Members, exclusive of SMWD, are proposing the design and construction of advanced wastewater(tertiary) treatment facilities (the "AWT Project") at the SERRA Plant site, currently anticipated to be accomplished in three phases. Subject to completion of a preliminary design report for the AWT Project entitled "Advanced Water Treatment Facilities for the SERRA Plant" ("PDR"), the PC 2/AWT Members desire to proceed with the final design and construction of proposed Phase I of the AWT Project. Upon completion and review by Project Committee No. 2, the PDR will be summarized in Attachment I to this Amendment No. 2 and incorporated herein. SERRA and the PC 2 Members desire to permit the final design and construction, as well as the operation and maintenance of, the AWT Project, subject to the terms and conditions of this Amendment No. 2. J. This Amendment No. 2 to the PC 2 Agreement is being entered into to provide for the design and construction of the AWT Project at the SERRA Plant. The PC 2 Members who will fund and thereafter have capacity interests in the AWT Project upon completion if as planned are Sic, SCWD and MNWD. Sic is participating in the AWT Project in order to assist its subsidiary water district, Capistrano Valley Water District (CVWD), with the supply of recycled water for CVWD's recycled water distribution facilities for provision to CVWD's customers. Pursuant to Orange County Local Agency Formation Commission(LAFCO) Reorganization BAW&G/PBG/kef65?69.3 17005 N 2.22-07/26/00 Final:Execution -4- R096-15, SJC will formally merge with CVWD upon the completion of certain terms and conditions under LAFCO Resolution No. R096-15. SERRA will own and operate the AWT Project upon completion, on behalf of such participating PC 2 Members. SMWD has elected not to participate in the AWT Project. The AWT Project participants will hereafter be referred to as "Project Committee No. 2/AWT" (or"PC 2/AWT"), or the"PC 2/AWT Members". NOW, THEREFORE, the parties, in consideration of the mutual covenants herein, agree as follows: AGREEMENT Section IA. Conceptual Project Approval. Subject to the terms and conditions of this Amendment No. 2, Project Committee No. 2 hereby conceptually approves the AWT Project as described herein. The PDR for the AWT Project is subject to the PC 2/AWT Members review in accordance with SERRA's procedures, prior to award of a contract for the final design of any phase of the AWT Project. Project Committee No. 2 further approves the terms for construction, and operation and maintenance of the AWT Project on the SERRA Plant site in the manner herein described. A schematic of the AWT Project depicting the planned facility components will be presented to Project Committee No. 2 upon completion thereof, to be set forth in Exhibit B to this Amendment No. 2 thereafter, by addendum. The PC 2/AWT Members acknowledge and agree that due to the preliminary stage of the AWT Project as of the date of this Amendment No. 2, the PC 2/AWT Members will be required to approve the construction of the phases of the AWT Project by way of addenda to this Amendment No. 2, such addenda to finalize cost sharing and capacity allocations among the PC 2/AWT Members. Section 113. Project Phases. In addition to the anticipated Phase 1 capacities set forth in Table 2 below, the PC 2/AWT Members also anticipate the possible future design and construction of Phase 2 and Phase 3 of the AWT Project. The capacities of each PC 2/AWT Member in the phase or facilities may be as set forth in Table 2 below: BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -5- AWT PROJECT CAPACITIES (PROJECTED) Member Phase 1, Phase 2, Phase 3, Total AWT Project AWT Project AWT Project Capacities Capacity (mgd) Capacity Capacity SJC 2.0 2.5 .75 5.25 MNWD* 0 2.5 2.5 5.0 SCWD .75 -0- -0- .75 TOTAL 2.75mgd 5.0 3.25 11.0 * -MNWD to fund a portion of Phase I in order to reserve capacity opportunity in future phases. This Amendment No. 2 does not obligate the parties for any costs or other conditions relative to the final design or construction of Phase 1, or the possible future Phases 2 or 3, and SERRA shall initiate no actions in connection with final design or construction of any phase of the AWT Project absent approvals by the PC 2/AWT Members and appropriate addenda to this Amendment No. 2 setting forth specific terms and conditions. Section 2A. Design and Construction of AWT Proiect - Phase 1. SERRA agrees, subject to the receipt of the funds required to be deposited by each PC 2/AWT Member, that upon the execution of this Amendment No. 2, it will proceed with (1) the preparation and completion of the PDR, (2) environmental impact assessments, and (3) acquisition of permits and rights-of-way(if any) relative to the AWT Project. The PC 2/AWT Members agree to deposit with SERRA the budgeted amounts specified in Exhibit C for the PDR costs and other associated costs as set forth therein for CEQA compliance and legal review, including preparation of this Amendment No. 2, within thirty(30) calendar days after the execution of this Amendment No. 2. In addition to the amounts shown in Exhibit C, and subject to each PC 2/AWT Member's continued participation in Phase 1 of the AWT Project as discussed in Section 2B below, each BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -6- PC 2/AWT Member agrees to deposit within ten (10) calendar days after SERRA's receipt of bids (or proposals, as applicable) its' proportionate share of the budgeted costs of the final design and construction of Phase 1 of the AWT Project, based on an allocation to be depicted in an addendum to this Amendment No. 2. Section 2A.1. Participation by MNWD. MNWD is participating in the PDR and anticipates limited participation in the final design and construction costs of the Phase 1 facilities in order to reserve future capacity opportunities in the Phase 2 and Phase 3 facilities. In exchange for its participation in the PDR costs, MNWD has the right to participate in future phases, with a credit for payment to the Phase 1 costs. MNWD will not acquire capacity in Phase 1 of the AWT Project. The parties recognize that MNWD is participating in the preliminary design (and if approved, final design and construction) of the AWT Project facilities in only a limited capacity in order to assure itself of future opportunities for capacity interests in Phase 2 and Phase 3 of the project, and will not, at the completion of Phase 1 construction, acquire any recycled water capacity. In the event that the use of the Phase 2 or Phase 3 AWT Project capacity requires the use of facilities for which MNWD did not participate in the initial design and construction, then MNWD shall further pay to SERRA its share of such facilities costs. Section 2B. Funding Opportunities; Withdrawal. Upon request by any PC 2/AWT Member, and at any such member's individual expense, SERRA will pursue funding opportunities from available state or federal sources/programs for the AWT Project at the earliest possible date. It is agreed by the parties to this Amendment No. 2 that, subsequent to the completion of the PDR, but prior to the award of a final design contract for Phase 1 of the AWT Project, any PC 2/AWT Member may withdraw from participation in the AWT Project. In the case of a withdrawal, all further obligations of the withdrawing member shall cease as of the date of such withdrawal, except obligations of that member for expenses already incurred pursuant to this Amendment No, 2. Subject to the further approvals by the PC 2/AWT Members prior to final design and construction, Phase 1 of the AWT Project shall be constructed and thereafter owned, operated, and maintained by SERRA, through, on behalf of, and for the use and benefit of, the PC 2/AWT Members. BAW&G/PBG/kd65769.3 17005 N 2.22-07/26/00 Final:Execution -7- Section 2C. Preliminary Design Report. It is agreed that upon SERRA's receipt of funds as set forth in Exhibit C hereto, SERRA shall contract with an engineering firm satisfactory to the majority of the PC 2/AWT Members for the PDR forthe AWT Project. The PDR shall include recommendations with respect to Phase 1, Phase 2 and Phase 3 of the AWT Project, and shall include recommendations as to placing of project facilities on the SERRA Plant Site, the preliminary project cost estimates, and a proposed cost allocation of Phase 1 final design and construction costs among the PC 2/AWT Members. The PDR shall further investigate and report upon the proposed method and operation, whether integrated or not, of the existing wastewater treatment facilities of the SERRA Plant, and the AWT Project facilities. Section 2D. Assistance by Participating Members. Each PC 2/AWT Member agrees that it will cooperate with SERRA and each other PC 2/AWT Member in connection with design and construction of the AWT Project. Section 2E. Final Accounting. Subsequent to completion and acceptance of any phase of the project to be constructed, SERRA staff shall prepare a final accounting of that particular project phase costs, including the costs set forth in Exhibit C. The accounting shall reconcile the final costs of the completed project phases with the funds previously deposited with SERRA by the PC 2/AWT Members , such reconciliation to be based on the cost and/or capacity allocations set forth in this Amendment No. 2, inclusive of addenda hereto. The accounting of the project phases shall be reviewed by PC 2/AWT to determine consistency with the terms of this Amendment No. 2, inclusive of addenda hereto . The accounting shall be furnished to each PC 2 /AWT Member within ninety (90) consecutive calendar days following completion and acceptance of any phase of the project. As part of the final accounting, each PC 2/AWT Member shall receive its share of any unexpended funds, based upon the allocation methods to be established pursuant to this Amendment No. 2 and addenda hereto. H. GENERAL PROVISIONS FOR PROJECT CONSTRUCTION O&M Section 3. Non-Interference. The PC 2/AWT Members agree that the work of contractors and any subcontractors during construction of the AWT Project, as well as the B AW&G/PBG/ke/65769.3 17005 N 122-07/26/00 Final:Execution -8- operation, maintenance, repair and replacement of the AWT Project thereafter, will not interfere with any present or future construction, operation or maintenance of the SERRA Plant wastewater treatment operations. SERRA will maintain separate detailed records of account of the operation and maintenance costs for the AWT Project in accordance with standard project committee procedures. Section 4. Plant Warranties. The PC 2/AWT Members agree that in the event any warranty provided for in conjunction with the construction of facilities at the SERRA Plant are invalidated as a result of construction of the AWT Project, the PC 2/AWT Members shall be financially responsible in proportion to their capacity interests in the AWT Project as set out in Table 2 of Section 1B herein in the event SERRA and the PC 2 Members suffer any expense which otherwise would have been covered by any said warranty, and the PC 2/AWT Members will reimburse SERRA/Project Committee No. 2 for such costs. Section 5. Proiect Modification. If the PC 2/AWT Members, during the course of construction of any phase of the AWT Project, desire to modify the AWT Project in a "significant manner" from that which has been previously reviewed and approved by Project Committee No. 2, or how the project is to operate or interface with the SERRA Plant, prior approval of Project Committee No. 2 will be required. "Significant manner" shall be deemed to mean that such change could result in an adverse impact upon the SERRA Plant; provided, the parties do not intend by these terms to require Project Committee 2's approval of all contract change orders, or minor modifications in design or construction. Section 6. No Interference. In the event operation of the AWT Project impedes or interferes with meeting the required current effluent standards for ocean disposal or treated wastewater imposed on SERRA, the PC 2/AWT Members agree that SERRA will cease operating the AWT Project until modifications are made to correct such impediments or interference, which modifications shall be subject to the approval of Project Committee No. 2 in the same manner as modifications pursuant to Section 5 of this Amendment No. 2. BAW&G/PBG/ke165769.3 17005 N2.22•07/26/00 Final:Execution -9- Section 7. Effluent Quality. SERRA and Project Committee No. 2 make no representation as to the consistency of the quality of the existing or future effluent produced at the SERRA Plant, other than to discharge effluent to the extent possible within the limits established by SERRA's NPDES Permit. In the event such effluent is of a quality incompatible with the AWT Project requirements, the PC 2/AWT Members agree that SERRA/Project Committee No. 2 shall not be required to snake any modification to the SERRA Plant or to the method of operation of said plant, nor shall SERRA/Project Committee No. 2 be liable for any damage to, or inability to operate, the AWT Project. The PC 2 Members agree to allow modifications to the SERRA Plant in order to improve effluent quality, to the extent such improvements are consistent with sound engineering and operation and maintenance practices for municipal sewage facilities of the type comprising the SERRA Plant. Such modifications shall be subject to approval by Project Committee No. 2 and shall be at the sole expense of the PC 2/AWT Members, including capital costs for construction, as well as operation and maintenance costs. Such modifications shall not affect the useful life of the SERRA Plant or any of the plant components. Project Committee No. 2 shall not unreasonably withhold approval of any proposed modifications to the AWT Project. Section 8. Exceeding Capacity. In the event the use by any PC 2/AWT Member of recycled water produced by the AWT Project exceeds either (i) the designated capacity interests set forth in Table 2 of Section 1B or (ii) the amount of recycled water which can be produced from the effluent resulting from wastewater flows solely of that respective PC 2/AWT Member, then that PC 2/AWT Member agrees that it shall, upon request by any impacted PC 2 Member, enter into an agreement with such requesting member(s) to purchase or otherwise obtain additional AWT Project capacity rights, or the use of additional effluent, to meet the recycled water requirements of such PC 2/AWT Member. Section 9. No Effect On SERRA Plant Capacities. The PC 2/AWT Members' investment in the AWT Project shall not increase any such member's pro rata ownership of facilities or property previously or subsequently acquired by SERRA's Project Committee No. 2 for the benefit of all of the PC 2 Members. It is agreed that the PC 2/AWT Members shall not utilize any greater wastewater treatment capacity than provided for in the PC2 Agreement. If necessary, any BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Fatal:Execution -10- PC 2/AWT Member will build additional treatment facilities or acquire additional treatment capacity at the SERRA Plant from the PC 2 Members if SERRA determines that such PC 2/AWT Member is exceeding its treatment capacity rights and has not acquired additional capacity rights. Section 10. Project Site Rental. The PC 2/AWT Members shall pay to SERRA/Project Committee No. 2 a one-time rental payment for the use of the SERRA Plant site area upon which the AWT Project is located. Said sum will be determined by multiplying the percentage of the total SERRA Plant site occupied by the AWT Project to the actual purchase price for the SERRA Plant site acquisition(local share only in the event of grant funding). The allocation of the rental payment credited to the PC 2 Members will be based on the members' current liquids capacity interest in the SERRA Plant. The rental payment may be paid in installments to coincide with the phased construction of the AWT Project in the event the earlier project phases utilize greater or less square footage than anticipated by the PDR. If such `phased' rental installments apply, funds are payable concurrently with award of the construction contract for the applicable phase. Section 11. Operating Costs. It is further agreed that each of the PC 2/AWT Members, in addition to obligations otherwise provided for in this Amendment No. 2, shall pay to SERRA its proportionate share of the operation, maintenance and capital repair and improvement costs of the AWT Project. For purposes of this Section 11, maintenance and operating costs shall mean the necessary costs of maintaining and operating the AWT Project based on sound accounting principles, including expenses necessary to maintain and preserve the AWT Project in good repair and working order, inclusive of the Capital Repairs/Improvements defined below in subsection (c), as well as insurance, taxes, and any costs attributable to maintenance and operation. It specifically does not include depreciation or any obsolescent charges or any reserves therefor, or amortization of intangibles or other bookkeeping entries of a similar nature. Capitalized terms set forth in this Section and not otherwise defined shall have the meaning set forth in the PC 2 Agreement. The following is agreed to by each of the PC 2/AWT Members in order to define the terms to govern the manner in which the operation, maintenance and repair costs for the AWT Project shall be allocated: BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -11- (a) SERRA shall bill each member, and each member agrees to pay, the proportionate share of all operating and maintenance expenses of the AWT Project in the amounts and at the times set forth in this Section 11. SERRA will establish an operations and maintenance budget for each fiscal year(July 1 to and including June 30) for all such expenses and each PC 2/AWT Member shall make quarterly deposits in advance to SERRA equal to twenty-five percent (25%) of the budgeted share of such party's expenses during the fiscal year. (b) Except as hereinafter provided for Capital Repairs/Improvements (as defined below in subsection (c)), or unless otherwise agreed, the operating and maintenance expenses shall be allocated among the PC 2/AWT Members and paid by each PC 2/AWT Member in accordance with the following terms: (i) "Variable Operation/Maintenance Costs" shall include all costs not otherwise defined below in(ii) as "Common Costs". All Variable Operation/Maintenance Costs shall be allocated based on each PC 2/AWT Member's average annual mgd of recycled water produced for such member's use; provided, for budget deposits necessary for the first fiscal year of project operation, all allocations for the PC 2/AWT Members will be based on projected recycled water production. (ii) "Common Costs" shall include all fixed operating and maintenance costs and expenses including but not limited to insurance, landscape maintenance, legal, audit, and permit fees that benefit facilities at the AWT Project, regardless of actual recycled water production. Common Costs shall be allocated among the PC 2/AWT Members on the basis of the AWT Project capacity ownership percentages for each phase set forth in Table 2 above; provided, prior to completion of Phase 2 of the project, the Common Costs shall be allocated among the PC 2/AWT Members on the basis of the total Phase 1 project cost allocation set forth in the PDR. (iii) "Standby Costs" shall be that portion of the Variable Operating/ Maintenance Costs determined necessary to maintain the AWT Project, assuming no recycled water is produced at the project facilities. As such, only the PC 2/AWT Members with stated BAW&C/PBC/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -12- capacities under Table 2 for any AWT Project phase shall have an annual liability for Standby Costs. Standby Costs shall be determined under the following formula: (A) multiplying a varying percentage (as determined through the annual budget process) by certain line items in the budgeted Variable Operation/Maintenance Costs; (B) adding the resulting products under step (A) and dividing the resulting number by the current mgd of the AWT Project (dependent on the phase) to arrive at a "standby charge" per mgd of unused recycled water capacity; and, (C) multiplying the resulting standby charge under step (B) by each PC 2/AWT Member's average unused recycled water capacity during the prior fiscal year: to yield each PC 2/AWT Member's total Standby Costs apportionment. (c) Unless otherwise agreed, the costs of(i) replacing, modifying or upgrading any portion of the AWT Project or equipment having a useful life of five years or longer, or (ii) any facilities or equipment costing in excess of TEN THOUSAND DOLLARS ($10,000.00) (hereinafter (i) or (ii) are"Capital Repairs/Improvements") shall be allocated on the basis of the recycled water capacity ownership percentages set forth in Table 2 above as opposed to the average annual use of recycled water produced by the AWT Project set forth as the allocation method under subsection(b)(i) above. The PC 2/AWT Members acknowledge that the budgeted costs for the Capital Repairs/Improvements are considered part of the annual operations and maintenance budget for PC 2/AWT, subject to the two-thirds budget approval established by Section 19 of the Joint Powers Agreement. The parties acknowledge that in accordance with Section 21 of the Joint Powers Agreement, for purposes of awarding contracts for the purchase of, or for the design, inspection, construction management or construction of, budgeted capital Repairs/Improvements, approval by only a majority of the PC 2/AWT Members is required. (d) The PC 2/AWT Members shall each (or in combination) furnish to SERRA in writing the meter readings documenting that member's recycled water use on a quarterly basis BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -13- pursuant to SERRA's practices for the purpose of determining the amount of recycled water being used by each member. (e) It is agreed that the actual costs of operation and maintenance during a fiscal year shall be reviewed at least quarterly, including a comparison to the approved operations and maintenance budget required by Section 19 of the Joint Powers Agreement. SERRA shall prepare a use audit at the end of for each fiscal year in order to reconcile the operation and maintenance costs budgeted and paid during such fiscal year by the PC 2/AWT Members with the actual costs incurred by each PC 2 Member. Section 12. Successors. The PC 2 Agreement and this Amendment No. 2 shall be binding on and shall inure to the benefit of the parties and their successors. Section 13. Effect of Amendment. Except as modified herein, all other terms and conditions of the PC 2 Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the PC 2 Agreement and this Amendment No. 2, the terms of this Amendment No. 2 shall control. Section 14. Recitals/Exhibits. The parties each represent and agree the Recitals are true and correct. The Recitals are incorporated into this Amendment No. 2. Attachment 1, and Exhibits A , B and C are attached and incorporated (or, shall be upon completion and requisite approvals) into this Amendment No. 2. BAW&G/PBG/ke/6 5769.3 17005 N 2.22-07/26/00 Final:Execution -14- THIS AMENDMENT NO. 2 is entered into by each of the parties as of the Execution Date defined above. SOUTH EAST REGIONAL RECLAMATION AUTHORITY ON BEHALF OF PROJECT COMMITTEE NO. 2 By 1 Chaaii an Wyatt Hart By_ Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE LegaZ/164'�- SERRA B 9 C,, .-L Y Patricia B. Giannone CITY OF SAN JUAN PISTRAN By M r Co ne C pbell BY City Cl SANTA MARGARITA WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary BA W&G/PBG/ke/65769.3 17005 N 2.19-07/11/00 Draft 3 THIS AMENDMENT NO. 2 is entered into by each of the parties as of the Execution Date defined above. SOUTH EAST REGIONAL RECLAMATION AUTHORITY ON BEHALF OF PROJECT COMMITTEE NO. 2 By Chairman By Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Counsel - SERRA By Patricia B. Giannone CITY OF SAN JUAN CAPISTRANO By Mayor By City Clerk SANT AR AT RDI T By President/Vice- resident By (r�9��1�i 11�� qe retarAssistant Secretary BAW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -15- MOULTON NIGUEL WATER DISTRICT By Pr sident/Vice-President By '/ Ser ry/Assistant Secreta SOUTH COAST WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary BA W&G/PBG/ke/65769.3 17005 N 2.19-07/11/00 Draft 3 MOULTON NIGUEL WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary SOUTH COAST WATER DISTRICT ol By President/Vice-President / — By & �-�ha_¢,Q /�, /L C W Secretary/Assistant Secretary BA W&G/PB G/ke/65769.3 17005 N 2.19-07/11/00 Draft 3 EXHIBITS/ATTACHMENTS EXHIBIT A - SCHEMATIC OF SERRA PLANT FACILITIES EXHIBIT B - SCHEMATIC OF PLANNED AWT PROJECT COMPONENTS [TO BE ATTACHED UPON COMPLETION OF PRELIMINARY DESIGN REPORT] EXHIBIT C - AWT PROJECT PARTICIPANT FUNDING PHASE 1 PRELIMINARY DESIGN BUDGET ATTACHMENT 1 [TO COME] - SUMMARY OF PRELIMINARY DESIGN REPORT B AW&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution ;It FLASH MIXER 1 i �1 L E1� 1.1 F 1 LEGEND: a f C :1 EXISTING EXITING TO BE DEMOLISHED 14; PHASE 1 . + � PHASE 2 PHASE 3 E ATION U.V. _ DISINFEC � l FI 21.95 ri 0 n EL 17.03 EL 11.03 i c 1 _ _ TO RECYCLED SECONDARY a WATER PUMP . — — — — — EFFLUENT STATION EXHIBIT "B" g CGvL FIGURE 10-2 PROPOSED ENGINEERS AWT FACILITY 08/21/00 at 09:08:05am P:\127-28\8-21—figs\figl—1—a.dwg =n �n m� rev � b - I DEL OBISPO STREET IIR r —O T m I Q a x z W I °egg € I m D Ito D Z EXHIBIT C ALLOCATION OF PRELIMINARY DESIGN COST Preliminary Design Project Budget: $102,000 Allocation of Preliminary Design Budget: 1. Sixty thousand ($60,000) dollars divided evenly between the three members. 2. The remaining portion($42,000) to be distributed between the members according to percentage of ownership after the completion of the first phase. Member Even Division Percentage of Allocation of Total of$60,000 AWT Capacity $42,000* After Phase 1 SJC $20,000 73% $30,660 $50,660 MNWD $20,000 0% $0 $20,000 SCWD $20,000 27% $11,340 $31,340 TOTAL $60,000 100% $42,000 $102,000 * $ =Percentage of AWT Capacity After Phase 1 x $42,000. B A W&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -18- 08/21/00 at 09:08:050M P:\127-26\8-21—figs\tigl—l-0.dwg =n -------------------- DEL OBISP O STREET m 4 T I y t 1 0 I D I `S xp d kh e i z ipa; Y a n iss ' IWOry"" ^ si rug - m 1m � C - i u ` 5qp y .3 m`• y p O Z D _Q m r— N r I .. � 4 LI1 kt4�'mfF H IF - i to 4�3$ xp Cl) r - Q q U x a v €0 _ Z '�.� �ik� � � -_',® I ! j ' Itf�s„�� ,��9t�'�r F u�,�,H {�0°�l0>) ®II lid°�1C'_ ➢II Idl'sa'�°,) j9{ {�li'�K�� >s•rro � � , xt C �3 ehr8 _`� ' A'v?k9rn � Yr ° i �� _ ®��{'A— ®91� _ ®.�� 7E tlt +1 e IB10� E o112f 19� 1 II Pi6��i II I�!{°8110 I °B°CU»i{! b Trt', ��,t � i alk e m�®his Ve419�► a`ZS�w aV� A <iffia Ll —Mgqu,I�1' t 1p�p° � ®i I� :�^0) �9 �p6��7) �I i �(Coil IE �o>3I ■ - e •0 f®S$ , If id � f tl 1_a r N1, ■ 11 � � I. On,O �i 5{ _ ➢� I � ��H I SII av i �.v ✓ `' tM ��® rE�ra. tEluti �,j R1•�' alarm ' ”. WOMEN �_ lO�EstCo� meh® ��I�� aal ® ►1 N . . .� ppg gg g Qpgggggg EE!! jj ${ N I{�Ilil@IssBl@l I9tas{6lla9yl�l � a, �_� �s ua ,;:� . � i �� C u 7 r ^r��,d i s.✓{ � v v Y �Nt • • %,/f///%/////��///// // // // iii iu.•. --- -_- ��OWEEME/m, � a N tlN Lamo - - - . - . tl • s EXHIBIT C ALLOCATION OF PRELIMINARY DESIGN COST Preliminary Design Project Budget: $102,000 Allocation of Preliminary Design Budget: I. Sixty thousand ($60,000) dollars divided evenly between the three members. 2. The remaining portion($42,000) to be distributed between the members according to percentage of ownership after the completion of the first phase. Member Even Division Percentage of Allocation of Total of$60,000 AWT Capacity $42,000* After Phase 1 SJC $20,000 73% $30,660 $50,660 MNWD $20,000 0% $0 $20,000 SCWD $20,000 27% $11,340 $31,340 TOTAL $60,000 100% $42,000 $102,000 * $ =Percentage of AWT Capacity After Phase I x $42,000. BA W&G/PBG/ke/65769.3 17005 N 2.22-07/26/00 Final:Execution -1$- AMENDMENT NO. 1 AGREEMENT FOR ACQUISITION, USE,OPERATION, MAINTENANCE AND EXPANSION OF SEWAGE TREATMENT PLANT OF CITY OF SAN JUAN CAPISTRANO BY SOUTH EAST REGIONAL RECLAMATION AUTHORITY FOR AND ON BEHALF OF PROJECT COMMITTEE NO. 2 (THE "PC 2 AGREEMENT") This Amendment No. 1 to the PC 2 Agreement, except as otherwise provided Section 1.1 herein, is made effective this 18 th day of May , 1998 (the"Execution Date"), by and between the SOUTH EAST REGIONAL RECLAMATION AUTHORITY ("SERRA"), a joint powers agency created by that certain joint powers agreement entitled"Joint Exercise of Powers Agreement Creating South East Regional Reclamation Authority, Orange County, California (SERRA)" dated March 9, 1970 (the"Joint Powers Agreement"), and pursuant to Section 6500 and following of the Government Code of the State of California for and on behalf of its Project Committee No. 2, and the following entities: (a) The City of San Juan Capistrano ("SJC"); (b) Dana Point Sanitary District("DPSD"); (c) Santa Margarita Water District("SMWD"); (d) Moulton Niguel Water District("MNWD"); SJC, DPSD, SMWD and MNWD are sometimes collectively referred to in this Amendment No. 1 as the"Original PC 2 Members"; and (e) Capistrano Beach Water District ("CBWD"). The foregoing entities are collectively in some instances referred to as the"PC 2 Members", or individually as"party" and collectively or in combination as the"parties". All parties are member agencies of SERRA and parties to the Joint Powers Agreement. B A W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98•Final 0 RECITALS A. This Amendment No. 1 to the PC 2 Agreement is being entered into (a) to provide for CBWD's membership in Project Committee No. 2 of SERRA. Project Committee No. 2, was formed to own and operate a regional sewage treatment plant known as the "Jay B. Latham Regional Treatment Plant" (the "SERRA Plant"); (b) to provide for approval of transfers of capacity in the SERRA Plant to CBWD by SJC, DPSD and SMWD; (c) to verify liquids handling and solids handling capacity of all PC 2 Members; and (d)to clarify terms for allocating operations, repair and maintenance costs and approving operation, repair and maintenance projects. B. SERRA and the Original PC 2 Members executed the PC 2 Agreement on June 28, 1973, to provide for SERRA's acquisition of the SERRA Plant from SJC and DPSD. The PC 2 Agreement additionally provided for the expansion of the liquids treatment capacity in the SERRA Plant from 6.0 million gallons per day (mgd)to 9.0 mgd The PC 2 Agreement also set forth the Original PC 2 Members' operation and maintenaoee expense obligations for the SERRA Plant. Upon completion of the 3.0 mgd expansion,the digester capacity of the Plant was also expanded to 16.0 mgd. C. SERRA, SMWD, DPSD and MNWD entered into the "Agreement For Construction and Capacity Ownership of Additional Water Reclamation Facilities For the South East Regional Reclamation Authority For and On Behalf of Project Committee No. 7" on July 13, 1978, and the contemporaneous "Addendum to Agreement For Construction and Capacity Ownership of Additional Water Reclamation Facilities For the South East Regional Reclamation Authority For and on Behalf of Project Committee No. 7,"also dated July 13, 1978,to expand the liquids treatment capacity in the SERRA Plant to 13.0 mgd, and to add additional sludge thickening capacity for and on behalf of such Original PC 2 Members. D. SERRA and the Original PC 2 Members entered into the"Agreement for Design, Construction, Use, Operation and Maintenance of Solids Handling and Cogeneration Facilities at BA W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -2- 0 the J.B. Latham Regional Wastewater Treatment Plant for and on Behalf by South East Regional Reclamation Authority for and on Behalf of Project Committee No. 16", dated November 10, 1982, to bring the dewatering capacity in the SERRA Plant up to 16.0 mgd. E. SERRA and the Original PC 2 Members entered into an agreement entitled "Agreement Re Project Committee Nos. 2, 7 and 7-A of South East Regional Reclamation Authority Relative to Verification of Liquid Treatment and Solids Handling Capacity at the Jay B. Latham Regional Wastewater Treatment Plant", dated November 8, 1984 (the"1984 Agreement"). The 1984 Agreement set forth the nominal liquids treatment capacity of 13.0 mgd and the nominal solids handling capacity of 18.5 mgd of the SERRA Plant, and the allocation of such capacities among the Original PC 2 Members for purposes of ownership and cost responsibility for operation, including capital repair and improvement projects. The 1984 Agreement also addressed the `perfection' of the solids handling capacity and the perfection costs to be paid by SMWD and MNWD. Since 1984, SERRA on behalf of PC 2, has completed the construction of, or is currently planning for the remaining construction of, all capital improvements necessary to perfect the solids handling capacity of the SERRA Plant to 18.5 mgd. The parties acknowledge that each has received a copy of the draft SERRA/Project Committee No. 2 Capital Improvement Plan, dated January, 1998, which sets forth(among other things)the anticipated capital projects for the SERRA Plant. The parties represent they have reviewed the Capital Improvement Plan and are familiar with the contents of such plan. F. DPSD and SMWD entered into a joint exercise of powers agreement dated August 25, 1987,to provide for the financing and acquisition of permanent wastewater treatment capacity in the Plant for DPSD, through the creation of the "Santa Margarita/Dana Point Authority". The Santa Margarita/Dana Point Authority and SMWD entered into a purchase agreement entitled"Purchase Agreement Relating to Capacity in the SERRA Wastewater Treatment Plant" dated April 1, 1989, in which SMWD sold 1.0 mgd of liquids capacity to the Santa Margarita/Dana Point Authority; the Authority and DPSD, in tum, entered into the "Installment Purchase Agreement Relating to Capacity in the SERRA Treatment Plant", dated as of April 1, 1989, in which the Authority sold the 1.0 mgd liquids capacity to DPSD on an B A W&G/PB G/s b/425 00.08 17005 N 2.27-5/20/98-Final -3- installment purchase basis, financed by the Authority's issuance of revenue bonds (collectively, the "SMWD/DPSD Transfer"). The SMWD/DPSD Transfer was approved by the Original PC 2 Members. G. MNWD and SJC previously entered into an agreement entitled, "Agreement Between Moulton Niguel Water District and City of San Juan Capistrano for Assignment of Treatment Capacity in the South East Regional Reclamation Authority Treatment Plant", effective November 1, 1990, in which MNWD assigned 2.0 mgd of liquids capacity and 2.0 mgd of solids capacity to SJC (the "MNWD/SJC Transfer"). The MNWD/SJC Transfer was approved by the Original PC 2 Members. H. CBWD's predecessor-in-interest, Capistrano Beach Sanitary District(CBSD) and SJC previously provided for SJC's interim lease of a portion of the solids handling capacity SJC owned in the SERRA Plant to CBSD. The interim lease arrangement was consented to by the Original PC 2 Members in 1993, and is still operative. I. CBWD has entered into separate agreements with,respectively, SMWD, DPSD and SJC for CB WD to take assignment of, in the aggregate, 1.5 mgd of liquids treatment capacity and 1.5 mgd of solids handling capacity in the SERRA Plant(the"CBWD Capacity Transfers"), contingent upon the execution of this Amendment No. 1 and CBWD's compliance with the terms and conditions set forth herein. CBWD anticipates full funding for the CBWD Capacity Transfers will be available to CBWD on approximately November 1, 1998. The Original PC 2 Members desire to set forth their approval of the CB WD Capacity Transfers (as required by the Joint Powers Agreement) in accordance with all the terms and conditions set forth in this Agreement. J. The parties desire at this time to also set forth the allocations of the liquids treatment capacity and solids handling capacity of the SERRA Plant among the parties to reflect the prior SMWD/DPSD Transfer and MNWD/SJC Transfer, as well as the CBWD Capacity Transfers. The parties intend to verify, resolve, compromise and fully settle all issues pertaining BA W&G/P BG/sb/42500.08 17005 N 2.27-5/20/98-Final -4- • 1 1 l to the liquids treatment and solids handling capacity of the SERRA Plant and all cost allocations of such capacities and to set forth the current allocations of liquids and solids capacities among the PC 2 Members. This Agreement is intended to supersede the 1984 Agreement, and to constitute an Amendment No. 1 to the PC 2 Agreement. NOW, THEREFORE, the parties, in consideration of the mutual covenants herein, agree as follows: AGREEMENT I. CBWD PC 2 MEMBERSHIP Section 1.1 CBWD Membership. The Original PC 2 Members approve CBWD's membership within Project Committee No. 2 subject to the terms and conditions set forth in this Amendment No. 1. Upon the Original PC 2 Members' and CB WD's execution of this Amendment No. I and the satisfaction of the conditions set forth herein, CBWD shall be a member of Project Committee No. 2, subject to all the rights, duties and obligations applicable to all the PC 2 Members. As of the Effective Date (defined hereafter), and except as set forth in Section 1.4 below, CBWD acknowledges and assumes the rights, duties and obligations set forth in all Project Committee No. 2 and the Project Committee Nos. 7, 7A and 16 agreements and contracts, and all amendments to those documents, and all other obligations whether written or otherwise of Project Committee No. 2 or of SERRA's, which are expressly or impliedly on behalf of Project Committee No. 2. CBWD's membership in Project Committee No. 2, and the Original PC 2 Members' approval of the CBWD Capacity Transfers shall be deemed effective(the"Effective Date") only upon the satisfaction of the following conditions: (a) Execution of separate capacity assignment agreements between CBWD and, respectively, SJC, SMWD and DPSD, and satisfaction of all contingent conditions BA W&G/PBG/sb/42500.08 17005 N 2.27•5/20/98.Final -5- required for the effectiveness and enforceability of each such agreement. The individual agreements shall have been reviewed and approved by SERRA's General Manager and Legal Counsel in advance of execution. This review is intended to ensure the terms of such individual transfer agreements are not in conflict with the Joint Powers Agreement, PC 2 Agreement, or any other terms and conditions applicable to SERRA or Project Committee No. 2 with respect to the CBWD Capacity Transfers. CBWD will provide executed copies of all such agreements to SERRA as soon as possible. CBWD shall provide written notice to SERRA and to the individual Original PC 2 Members confirming the Effective Date. (b) As further described in Section 1.2 of this Agreement, CBWD's reimbursement of the buy-in costs to SERRA. (c) CBWD's deposit of the amount of$98,230 for emergency reserves for Project Committee No. 2, in compliance with SERRA's emergency reserve policy set forth in Resolution No. 96-04. (d) CBWD's deposit with SERRA, the amounts listed in Exhibits A-1 and A- 2 to this Amendment No. 1 for the quarterly deposit amounts (or portion thereof) depicted as CBWD's allocated budgetary shares. The Original PC 2 Members previously approved the fiscal year 1998-99 budget for Project Committee No. 2. Exhibit A-1 hereto is the 1998-99"Operations and Maintenance Budget- PC 2 Cost Allocation", revised to reflect CBWD's membership and the CBWD Capacity Transfers. Exhibit A-2 hereto is the 1998-99 "Project Committee No. 2 - Capital Projects Budget and Cost Allocation", revised to reflect CBWD's membership and the CBWD Capacity Transfers. Exhibits A-1 and A-2 assume the Effective Date is November 1, 1998, and incorporate that November 1 st date to determine CBWD's PC 2 budget allocation. The parties acknowledge the November 1, 1998 date is subject to change if the Effective Date is a different date. BA W&G/PBG/s 6/42500.08 17005 N 2.27-5/20/98-Final -6- (e) CBWD's installation of a metering device at its export pumping station to adequately measure CB WD's flows to the SERRA Plant. The type, size, nature and location of the metering device shall be acceptable to SERRA's Director of Engineering. (f) The filing of a Negative Declaration for the CBWD Capacity Transfers under the California Environmental Quality Act by SERRA, and the expiration of the statute of limitations period of thirty (30) days from such filing. Section 1.2 CBWD `Buy-In' Costs. CBWD agrees to pay the legal costs and expenses incurred by SERRA for the preparation of this Amendment No. 1, and all proceedings, meetings and other work related to the CBWD Capacity Transfers, whether or not CBWD becomes a member of Project Committee No. 2 under this Amendment No. 1 and whether or not the CBWD Capacity Transfers become effective. Upon CB WD's execution of this Amendment No. 1, CBWD will pay SERRA for all legal bills previously invoiced to and/or paid by SERRA for the CBWD Capacity Transfers matter. SERRA shall provide CBWD with copies of the legal services invoices to be paid by CBWD at least fifteen(15) calendar days prior to the payment deadline. After the Effective Date, CBWD shall pay any further such amounts within thirty (30) calendar days of receipt of SERRA's written request,which request shall include copies of the legal services invoices. All other costs, if any, related to the CBWD Capacity Transfers matter shall be apportioned among the PC 2 Members (which by definition includes CBWD) in accordance with the cost methodology set forth in Section 3.1 hereafter. All engineering, legal, environmental, regulatory or other fees, costs, or expenses incurred by any PC 2 Members for that member's own review and approval of this Amendment No. 1 or any other matter associated with the CBWD Capacity Transfers are not considered an obligation or cost of SERRA or Project Committee No. 2 and shall be paid for by such PC 2 Member from its own funds and not from any funds on deposit with SERRA for Project Committee No. 2. BA W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -7- Notwithstanding any other term in this Amendment No. 1, CBWD's payment obligation under this Section 1.2 is unconditional and is effective as of the Execution Date, and is not subject to any contingent condition, including but not limited to CBWD's membership in Project Committee No. 2 and the effectiveness and enforceability of the capacity assignment agreements. Section 1.3 Victoria Plant. CBWD shall provide SERRA with a schedule for decommissioning and demolishing CBWD's Victoria Treatment Plant no later than the Effective Date. CBWD shall thereafter provide SERRA with periodic updates to the decommissioning and demolishment schedule upon SERRA's request. As of the Effective Date, CBWD will provide a written certification to SERRA that the Victoria Treatment Plant is no longer operational and that CBWD will neither receive nor treat any further wastewater at Victoria Treatment Plant for disposal to the SERRA Ocean Outfall, or any other land or outfall facility. Section 1.4 Administrative Building. Pursuant to that certain SERRA Resolution No. 92-07 entitled"Resolution of the Board of Directors of the South East Regional Reclamation Authority Acting on Behalf of Project Committee No. 2(R)" dated June 11, 1992 (the "Administrative Building Resolution") and implementing actions taken by SERRA, the Original PC 2 Members collectively funded the purchase of SERRA's administrative building located at 30290 Rancho Viejo Road, San Juan Capistrano, CA 92675. SERRA holds legal title to the building, on behalf of the Original PC 2 Members, in accordance with the terms of the Administrative Building Resolution and budgetary approvals. Notwithstanding CB WD's membership in Project Committee No. 2, and CBWD's assumption of the rights, duties and obligations set forth above in Section 1.1, CBWD will have no right,title or interest in the Administrative Building, and no duties, obligations, or benefits as an owner under the Administrative Building Resolution and implementing budgets. The purpose of this Section 1.4 is to preserve the status quo of the Original PC 2 Members with respect to the matters discussed in this Section 1.4. Notwithstanding any other terms set forth in this Section 1.4, CBWD's obligation to fund rental payments for use of the Administrative Building upon CBWD's membership in SERRA's BA W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -8- Project Committee No. 2, or CBWD's current obligation to fund rental payments through its membership in Project Committee No. 5 (Ocean Outfall), or in any other capacity as a member agency of SERRA, shall remain in full force and effect. II. CBWD CAPACITY TRANSFERSNERIFICATION OF CAPACITY OWNERSHIPS Section 2.1 Capacity Ownership - Original PC 2 Members. As of the Execution Date, the liquids and solids capacities shall be allocated among the Original PC 2 Members as set forth in Table 1 below: Member Liquid Capacity Percentage Solids Handling Percentage (mgd)* Capacity (mgd)* SJC 4.50 34.61 6.30 34.05 DPSD 2.50 19.23 2.20 11.90 SMWD 3.00 23.08 6.00 32.43 MNWD 3.00 23.08 4.00 21.62 TOTAL 13.0 100.00 18-5 100.00 * - Average dry weather flow rate, million gallons per day. In the event the CBWD Capacity Transfers do not become effective,the liquids and solids capacities of the Original PC 2 Members set forth in Table 1 will be used to determine all cost allocations, budget matters and any other Project Committee No. 2 matters based on capacity ownership, unless otherwise unanimously agreed in writing by the Original PC 2 Members. Section 2.2 CBWD Capacity Transfers. As required by Section 30 entitled Proiect Facilities of the Joint Powers Agreement, the Original PC 2 Members approve the CBWD Capacity Transfers as set forth below in Table 2. The CBWD Capacity Transfers shall be effective as of the Effective Date (defined in Section 1.1). CBWD assumes all rights, duties and B A W&G/PB G/s b/42500.08 17005 N 2.27-5120/98-Final -9- obligations attendant to the exercise of the capacity rights CBWD has in the SERRA Plant, pursuant to the CBWD Capacity Transfers. apae'tyT ansfer. ut C13 W1 PC 2 Transferor Liquids Capacity Solids Handling Capacity (mgd)* (mgd)* SJC 0.50 0.75 DPSD 0.25 0.00 SMWD 0.75 0.75 TOTAL 1.50 1.50 * -Average dry weather flow rate, million gallons per day. Section 2.3 Upon the Effective Date, the liquids and solids capacities shall be allocated among the PC 2 Members as set forth in Table 3 below: ....._ Member Liquid Capacity Percentage Solids Handling Percentage (mgd)* Capacity (mgd)* SJC 4.00 30.77 5.55 30.00 DPSD 2.25 17.31 2.20 11.89 SMWD 2.25 17.31 5.25 28.38 MNWD 3.00 23.08 4.00 21.62 CBWD 1.50 11.53 1.50 8.11 TOTAL 13.0 100.00 18.5 100.00 * - Average dry weather flow rate, million gallons per day. Section 2.4 Capacity Ownership. The PC 2 Members agree that for all purposes the present capacities of the SERRA Plant are 13.0 mgd liquids treatment capacity and 18.5 mgd solids handling capacity. BAW&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -10- . Section 2.5 Capacity Adjustment. Unless otherwise unanimously agreed in writing by the PC 2 Members having capacity rights in the SERRA Plant at the time of any reallocation, (a) in the event that the total SERRA Plant liquids treatment capacity is less than or exceeds 13.0 mgd, the actual liquid treatment capacity shall be allocated to each PC 2 Member using the liquids capacity ownership percentages set forth in Table 3 (or, if applicable, Table 1) above; and (b) in the event that the total SERRA Plant solids handling capacity is less than or exceeds 18.5 mgd, the actual solids handling capacity shall be allocated to each PC 2 Member using the solids capacity ownership percentages set forth in Table 3 (or, if applicable, Table 1) above. It should be noted that certain prior SERRA Plant capacity transfer arrangements between the PC 2 Members (as referenced to in the Recitals above)may include terms providing for `assured capacity' (or equivalent language), and the language set forth in this Section 2.3 is not intended by the parties to supersede such terms, as these terms may be enforceable between the respective PC 2 Members in connection with the individual transfer arrangements. The parties agree that the capacity adjustment mechanism set forth in subsections (a) and(b) of this Section 2.5 will, if applicable, determine all budget deposits and funding requirements for SERRA and Project Committee No. 2 proceedings. III. CLARIFICATION OF OPERATING COST COMPONENTS Section 3.1 Amended Section 8 of PC 2 Agreement. Section 8,Operating Costs, of the PC 2 Agreement is amended to read as follows: "8. Operating Costs. It is further agreed that each of the parties to this Agreement, in addition to obligations otherwise provided for herein, will pay to SERRA its proportionate share of the operation, maintenance and capital repair and improvement BAW&G/PBG/sb/42500.08 17005 N 2.27.5120/98.Final -11- costs of the SERRA Plant. For the purpose of this Section 8, maintenance and operating costs shall mean the necessary costs of maintaining and operating the SERRA Plant based on sound accounting principles, including expenses necessary to maintain and preserve the SERRA Plant in good repair and working order, inclusive of the Capital Repairs/Improvements defined below in subsection (b), as well as insurance, taxes, and any costs attributable to maintenance and operation. It specifically does not include depreciation or any obsolescent charges or any reserves therefor, or amortization of intangibles or other bookkeeping entries of a similar nature. Capitalized terms set forth in this Section and not otherwise defined shall have the meaning set forth in Amendment No. 1 to this Agreement. The following is agreed to by each of the parties to this Agreement in order to define the terms to govern the manner in which the operation, maintenance and repair costs shall be allocated: (a) SERRA shall bill each parry, and each of the parties to this Agreement agrees to pay, the proportionate share of all operating and maintenance expenses of the SERRA Plant in the amounts and at the times set forth in this Section 8. SERRA will establish an operations and maintenance budget for each fiscal year(July 1 to and including June 30) for all such expenses and each PC 2 Member shall make quarterly deposits in advance to SERRA equal to twenty-five percent(25%) of the budgeted share of such party's expenses during the fiscal year. (b) Except as hereinafter provided for Capital Repairs/Improvements(as defined below in subsection(c)), or unless otherwise agreed, the operating and maintenance expenses shall be allocated among the PC 2 Members and paid by each PC 2 Member in accordance with the following terms: (i) "Variable Operation/Maintenance Costs" shall include all costs not otherwise defined below in(ii) as "Common Costs" and(iii) as"Standby Costs". All BAW&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -12- Variable Operation/Maintenance Costs related to liquids treatment capacity shall be allocated based on each PC 2 Member's average flow through the SERRA Plant, determined on the basis of the prior twelve (12) month fiscal period, and all operating and maintenance costs related to solids handling capacity shall be allocated based on each PC 2 Members' average solids loading at the SERRA Plant, determined on the basis of the same fiscal year period used for averaging liquids flow; provided, for fiscal year 1998-99, all liquids and solids allocations for SJC, DPSD, SMWD, MNWD and CBWD will be based on projected flows (which provision shall not apply if the CBWD Capacity Transfers are ineffective). (ii) "Common Costs" shall include all fixed operating and maintenance costs and expenses including but not limited to insurance, landscape maintenance, legal, audit, and permit fees, that benefit facilities at the SERRA Plant, regardless of actual liquids treatment or solids handling capacity use. Common Costs shall be first divided on a fifty/fifty (50/50) basis between liquids treatment capacity and solids handling capacity, and shall second be allocated among the PC 2 Members on the basis of the liquids treatment capacity ownership percentages and the solids handling capacity ownership percentages set forth in Table 2 or Table 3 (as applicable) in Section 2.2 of Amendment No. 1 to this Agreement. (iii) "Standby Costs" shall be that portion of the Variable Operating/Maintenance Costs for liquids treatment capacity and for solids handling capacity determined necessary to maintain the SERRA Plant, assuming no flow through the plant occurs. Standby Costs shall be determined for both liquids treatment capacity and solids handling capacity, under the following formula: (A) multiplying a varying percentage (as determined through the annual budget process) by certain line items in the budgeted Variable Operation/Maintenance Costs; BA W&.G/PBG/sb/42500.08 17005 N 2.27.5/20/98.Final -13- (B) adding the resulting products under step (A), and apportioning the resulting sum fifty-fifty (50/50) between liquids treatment capacity and solids handling capacity; (C) dividing the liquids capacity 50% apportionment amount arrived at under step (B) by 13 mgd to arrive at a"standby charge" per mgd of unused liquids treatment capacity, and dividing the solids handling capacity 50%apportionment amount arrived at under step (B) by 18.5 mgd to arrive at a standby charge per mgd of unused solids handling capacity; (D) multiplying the liquids standby charge under step (C) by each PC 2 Member's average unused liquids treatment capacity during the prior fiscal year, and multiplying the solids standby charge under step(C) by each PC 2 Member's average unused solids handling capacity during the prior fiscal period, will yield each PC 2 Member's total Standby Costs apportionment. (c) Unless otherwise agreed,the costs of(i) replacing, modifying or upgrading any portion of the SERRA Plant or equipment having a life of five years or longer, or (ii) any facilities or equipment costing in excess of ONE THOUSAND DOLLARS ($1,000.00) (hereinafter(i)or(ii) are "Capital Repairs/Improvements") shall be allocated on the basis of the liquids treatment capacity ownership percentages or the solids handling capacity ownership percentages (as applicable) set forth in Table 2 or Table 3 (as applicable) of Section 2.2 of Amendment No. 1 to this Agreement, as opposed to the average annual use of the SERRA Plant set forth as the allocation method under subsection(b)(i) above. The parties acknowledge that the budgeted costs for the Capital Repairs/Improvements are considered part of the annual operations and maintenance budget for PC 2, subject to the two-thirds budget approval established by Section 19 of the Joint Powers Agreement. The parties acknowledge that in accordance with Section 21 of the Joint Powers Agreement, for purposes of awarding contracts for the purchase of, BAW&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -14- or for the design, inspection, construction management or construction of, budgeted capital Repairs/Improvements, approval by a majority of the PC 2 Members is required. (d) SERRA shall install and maintain metering devices at the individual expense of the PC 2 Members whose flows will be measured by the metering devices for the purpose of determining the amount of liquid flows and solids being transmitted to the SERRA Plant for treatment. (e) It is agreed that the actual costs of operation and maintenance during a fiscal year shall be reviewed at least quarterly, including a comparison to the approved operations and maintenance budget required by Section 19 of the Joint Powers Agreement. SERRA shall prepare a use audit at the end of for each fiscal year in order to reconcile the operation and maintenance costs budgeted and paid during such fiscal year by the PC 2 Members with the actual costs incurred by each PC 2 Member." IV. GENERAL Section 4.1 Indemnification. CBWD shall indemnify, hold harmless and defend SERRA and its member agencies (except CB)WD), and each of their directors, officers, representatives, consultants, agents and employees from and against all assessments, penalties, fines,judgements, claims, damages, losses, injuries, expenses and other costs, including attorney's fees, arising out of or resulting from or in connection with, or alleged to arise out of or result from or in connection with CBWD's actions in connection with or related to the decommissioning and demolishing of the Victoria Plant. This indemnification includes without limitation any claims, assessments, fines and penalties imposed by the state of California or the United States government, including any state or federal agency or department. Section 4.2 1984 Agreement. This Amendment No. 1 by its terms supersedes the 1984 Agreement, which is deemed by the Original PC 2 Members to be null and void as of the Execution Date. BAW&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -15- Section 4.3 Successors. The PC 2 Agreement and this Amendment No. 1 shall be binding on and shall inure to the benefit of the parties and their successors. Section 4.4 ?C2 Aereement. Except as modified herein, all other terms and conditions of the PC 2 Agreement shall remain in full force and effect. The Original PC 2 Members agree that in the event CBWD does not become a member of Project Committee No. 2 and the CB WD Capacity Transfers do not occur, all terms and conditions of this Amendment No. 1 not relating to CBWD shall remain in full force and effect as among the Original PC 2 Members. Section 4.5 Recitals/Exhibits. The parties each represent and agree the Recitals are true and correct. The Recitals are incorporated into this Amendment No. 1. Exhibit A is attached and incorporated into this Amendment No. 1. Section 4.6 Waiver. No waiver of any default by a parry or parties shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. This Amendment No. 1 is entered into by each of the parties as of the execution date defined above. SOUTH EAST REGIONAL RECLAMATION AUTHORITY ON BEHALF OF PROJECT COMMITTEE NO. 2 B hairman By 14. Secretary BA W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -16- APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Co sel - SERRA,!� By Patricia B. Giannone CITY OF S2CT PISTRANO By Lam. May By City Cler DANA POINT SANITARY DISTRICT By President/Vice-President By Secretary/Assistant Secretary SANTA MARGARITA WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary BA W&G/PBG/s 6/42500.08 17005 N 2.27-5/20/98-Final -17- APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal ,7sel - SERRA By �� J Patricia B. Giannone CITY OF SAN JUAN CAPISTRANO By Mayor By City Clerk DANA POINT SA IITARY DISTRICT By President/Vice siden By -- Secretary/ ssistant Secretary SANTA MARGARITA WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary BA W&G/PBG/sb/42500.08 17005 N 127-5/20/98-Final -17- i r APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Counsel - SERRA By � i(t (0"x' • _'" Patricia B. Giannone CITY OF SAN JUAN CAPISTRANO By Mayor By City Clerk DANA POINT SANITARY DISTRICT By President/Vice-President By Secretary/Assistant Secretary SANTA MARGARITA WATER DISTRICT By E M Z UJ6- President/Vice- res ent B q� , By cret / ssistant Secretary BA W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -17- MOUL'TON NIGUE W TER D CT ' By President/Vice-Presi nt By � �ecretry/Assistant retary CAPISTRANO BEACH WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary BA W&G/PBG/sb/42500.08 17005 N 2.27-5/20/98-Final -18- MOULTON NIGUEL WATER DISTRICT By President/Vice-President By Secretary/Assistant Secretary CAPISTRANO BEACH WATER DISTRICT President/Vice-Presi e B ;A Secretary/Assistil6t Secretary BA W&G/PB G/sb/42500.08 17005 N 2.27-5/20/98-Final -18- SOUTH EAST REGIONAL RECLAMATION AUTHORITY PC 2 COST ALLOCATION F.Y.1998/99 BUDGET TASK LIQUIDS SOLIDS COMMON- NO. MMONNO. ITEM-DESCRIPTION % % % COSTS 1-9 ersonnel&Benefits 41.25%1 $464,8931 36.35%1 $409,6081 22.40 252,3991 $1,126,900 10Electricity 65.00% 247,0001 25.00%1.. 95,0001 10.00% 38,000:1 380,000 11 Natural Gas 65.00% 5,850' 25.00%1 2,2501 10.00%1 9001 9,000 12 ',Water 10.00% 1,600 80.00%1 12,8001 10.00%I 1,600'. 16,000 13 Telephone 11 41.25% 1,155 36.35%i 1,0181 22.40% 6271 2,800 15 :Chlorine 100.00% 12,000 0.00%1 0 0.00% 01 12,000 78 :1Polymer0.00% 0 100.00%I 75,0001 0.00%1 0 75,000 17 Ferrous Chloride 0.00% 01 100.00%1 40,000 0.00%I, 0 40,000 18 !Odor Control 1 15.00% 2,775 85.00%1 15,725 0.00% 011 18,500 19 IOtherChemicals 50.00% 1,600 50.00%1 1,600 0.00%i 01 3,200 20 Lab Services 50.00% 6,000 50.00%1 6,000 0.00%1 0 I 12,000 21-A IGrit Dumping 0.00% 0 100.00%I 25,000 0.00% 01 25,000 21-B 'ISludge Hauling&Dumping 0.00% 0 100.00% 356,500 0.00% 01 356,500 22 Landscape Maintenance ! 0.00% 0 0.00% 0 100.00% 17,0001 17,000 23 Engineering-Routine Services 18.75% 7,500 18.75% 7,500 62.50% 25,0001 40,000 25 ,Audit-CPA 0.00% 01 0.00% 01 100.00% 7,0001 7,000 26 Secretarial 0.00% 00 01 100.00% 3,2001 3,200 27 Legal 0.00% 0 0.00% 0 100.00% 15,0001 15,000 29-A Contract Serv.-Generators/SWPS 67.00% 3,350 0.00%1 0 33.00% 1,6501 5,000 29.8 ContractServ.-Instrumentation 1 50.00% 5,800 50.00%1 5,800 0.00% 01 11,600 29-C Contract Serv.-Phone System 0.00%, 0 0.00%1 0 100.00% 2,7001 2,700 29-D 'Contract Serv.-Janitorial 0.00%j 0 0.00%1 0 100.00% 6,5001 6,500 29-E Contract Sen.-Digester Cleaning 50.00%1 15,000 50.00%1 15,000 0.00% 0 I 30,000 31-A Vehicle Serv.-Small Vehicles 41.25% 2,475 36.35% 2,181 22.40% 1,3441 6,000 31-B Vehicle Serv.-Diesel Tractors 0.00% 0 100.00% 7,000 0.00% 01 7,000 32 ,Miscellaneous Expense 41.25% 1,238 38.35% 1,090 22.40% 672 3,000 33-A ,Office Supplies-Paper 41.25% 1,815 36.35% 1,599 22.40% 986 4,400 33-8 !OfficeSupplies-Personnel 1 41.25% 1,8561 36.35% 1,636 22.40% 1,008 4,500 33-C 1OffiosSupplies-Janitorial 41.25% 660 36.35% 58222.40%+ 358 1,600 34 l Office Equip.-Lease&Maintenance 1 0.00% 0 0.00% 0 100.09% 2,000 2,000 35 Petroleum Products 80.00% 9,2801 20.00% 2,320, 9.00!6 01 11,600 36 Uniforms 41.25% 4,9501 36.35% 4,3621 22.40%1 2,6881 12,000 37-A Fuel-Vehicles&Small Engines 41.25% 1,6501 36.35% 1,454 22.40% 8961 4,000 37-B Fuel-Diesel Sludge Trucks 0.00% 0 100.00% 1,200 0.00% 01 1,200 39 Insurance 0.00% 0 0.00% 0 100.00% 70,0001 70.000 40 Small Tools&Supplies 41.25% 6,600 36.35% 5,8161 22.40% 3,5841 16,000 41-A (Maintenance-Equipment&Facilities 0.00% 0 100.00% 101,000 0.00% 0 i 101,000 41-B 1Maintenance-Equipment&Facilities 100.00% 90,000 0.00% 0 0.00% 01 90,000 41-C Maintenance-Equipment&Facilities 0.00% 0 0.00% 0 100.00% 8,700 8,700 42 ',Trash Pickup 41.25% 330 36.35%1 291 22.40% 179 800 43 1Safety Supplies 41.25% 5,363 36.35% 4,725 22.40% 2,912 13,000 44 Equipment Rental 46.00% 1,610 44.00% 1,540 10.00% 350 3,500 45 ',Advertising 50.00% 500 50.00% 500 0.00% 0 1,000 46 ',Travel&Meetings 141.25% 1,444 36.35% 1,272 22.40% 784 3,500 47 'Training 41.25% 2,062 36.35% 1,818 22.40% 1,120 5,000 48 Laboratory Supplies 1 50.00% 7,000 50.00% 7,000 0.00% 0 14,000 50 (Office Furniture 0.00% 01 0.00% 0 100.00% 7,500 7,500 51 !Permits 0.00% 01 0.00% 0 100.00% 10,100 10,100 52-A !Admin.&Ops.Bldg.Revenue Program 100.00% 88,200 I 0.00% 0 0.00% 0 88,200 53 Membership Dues&Fees 0.00% 0, 0.00% 0 100.00% 5,700 5,700 54 (Press Belts 0.00% 01 100.00% 18,000 0.00% 0 18,000 69 Administration 41.25% 63,8561 36.35% 56,269 22.40% 34.675 154,800 75 Data Processing 41.25% 2,8881 36.35% 2,544 22.40%1 1,5681 7,000 76 !Loan Repayment-PC 1611 0.00% 0' 100.00% 34,500 0.00% o 34,500 97 Replaoement/Rehabilitation 21.18% 18,000 68.23% 58,000 10.59% 9,0001 85,000 99 .Capital Equipment 37.11% 18,000 34.02% 16,500 28.87% 14,000 48,500 Z Contingency 50.00% 100.000 50.00%! 100,000 0.00% 01 200.000 GRAND TOTALS S1 204 300 $1,50,,000 000 $551,700, $3,258,000 Exhibit A-1 SOUTH EAST REGIONAL RECLAMATION AUTHORITY PC 2 COST ALLOCATION F.Y.1998199 BUDGET TASK- LIQUIDS - SOLIDS j COMMON NO. ITEM-DESCRIPTION % $ % % S COSTS 1-9 Personnel&Benefits 41,25%1 zli464,8931 36.35%: $409,bua2 .40 52,399 1,126,900 10 'Electricity 65.00% 247,0001 25.00%I 95,0001 10.00%1' 38,000! 380,000 11 Natural Gas 65.00% 51850 1 25.00%1 2,250 10.00% 9001 9,000 12 (Water 10.00% 1,6001 80.00%112,800 10.00%1 1,600 16,000 13 'Telephone 41.25% 1,155 36.35%1 1,018 22.40% 627' 2,800 15 Chlorine 100.00%1 12,0001 0.00%1 0 0.00% 0. 12,000 16 Polymer 0.00%1 0 100.00% 75,000 0.00% 0 i 75,000 17 'Ferrous Chloride 0.00%j 0 100.00°h 40,000 0.00°h 0 40,000 18 �1Odor Control 15.00%1 2,775 85.00% 15,725 0.00% 0' 18,500 19 ..OtherChemicals 50.00% 1,6001 50.00% 1,600 0.00% 01 3,200 20 'Lab Services 50.00% 6,000 50.00% 6,000 0.00% 01 12,000 21-A 1'Grit Dumping 0.00% 0 100.00% 25,000 0.00%i 01 25,000 21-B .Sludge Hauling&Dumping 0.00% 0 100.00%1 356,500 0.00%1 01 356,500 22 (Landscape Maintenance 0.00% 0 0.00%j 0 100.00%1 17,0001 17,000 23 ;Engineering-Routine Services 1 18.75% 7,500 18.75%1 7,500 62.50%1 25,0001 40,000 25 'Audit-CPA 0.00% 0 0.00% 0 100.00% 7,0001 7,000 28 Secretarial 0.00% 01 0.00% 0 100.00% 3,2001 3,200 27 :Legal 0.00% 01 0.00% 0 100.00% 15,0001 15,000 29-A (Contract Serv.-Generatore/SWPS 67.00% 3,3501 0.00% 0 33.00% 1,6501 5,000 29-B ,Contract Serv.-Instrumentation 50.00% 5,8001 50.00% 5,800 0.00% 0 11,600 29-C Contract Serv.-Phone System 0.00% 0 0.00% 0 100.00% 2,700 2,700 29-0 Contract Serv.-Janitorial 0.00% 0 0.00% 0 100.00% 6,500 6,500 29-E Contract Serv.-Digester Cleaning 50.00% 15,000 50.00% 15,000 0.00% 01 30,000 31-A Vehicle Serv.-Small Vehides 41.25% 2,475 36.35% 2,181 22.40% 1,3441 6,000 31-8 Vehicle Serv.-Diesel Tractors 0.00% 0 100.00% 7,000 0.00% 0 i 7,000 32 Miscellaneous Expense 41.25% 1,238 36.35% 1,090 22.40%1 6721 3,000 33-A !Office Supplies-Paper 41.25% 1,8151 36.35% 1,599 22.40%'', 986' 4,400 33-8 iOfficsSupplies-Personnel 41.25% 1,856 36.35% 1,636 22.40%1 1,0081 4,500 33-C Office Supplies-Janitorial 41.25% 6601 36.35% 582 2240%, 3581 1,600 34 Office Equip.-Lease&Maintenance 0.00% 01 0.00% 0' 100.00% 2,0001 2,000 35 Petroleum Products 80.00% 9,280 20.00%, 2,320 0.00% 0 11,600 36 IUnifonns 41.25% 4,950 36.35%i 4,362 22.40% 2,6881 12,000 37-A 'i Fuel-Vehicles&Small Engines 41.25% 1,650 36.35% 1,454 22.40% 8961 4,000 37-8 Fuel-Diesel Sludge Trucks 0.00% 0 100.00% 1,200 0.00% 01 1,200 39 Insurance 0.00% 0 0.00% 0 100.00% 70,0001 70,000 40 :Small Tools&Supplies 41.25% 6,6001 36.35% 5,816 22.40% 3,584 j 16,000 41-A (Maintenance-Equipment&Facilities 0.00% 01 100.00% 101,000 0.00% 01 101,000 41-B 'Maintenance-Equipment&Facilities 100.00% 90,0001 0.00% 0 0.00% 0 i 90,000 41-C (Maintenance-Equipment&Facilities 0.00% 0 0.00% 0 100.00% 8,7001 8,700 42 Trash Pickup 41.25% 330 36.35% 291 22.40% 1791 800 43 'Safety Supplies 41.25% 5,363 36.35% 4,725 22.40% 2,912 1 13,000 44 ,Equipment Rental 46.00% 1,610 44.00% 1,540 10.00% 3501 3,500 45 'Advertising 50.00% 500 50.00%1 500 0.00% 01 1,000 46 'Travel&Meetings 41.25%1 1,444 36.35%j 1,272 22.40% 7841 3,500 47 --,Training 41.25% 2,062 36.35%i 1,818 22.40% 1,1201 5,000 48 !Laboratory Supplies 50.00% 7,000 50.00%; 7,000 0.00%1 0 14,000 50 Office Furniture 0.00% 0 0.00%1 0 100.00% 7,5001 7 ,500 51 Permits 0.00% OI, 0.00% 0 100.00% 10,100 10,100 52-A 'Admin.&Ops.Bldg. Revenue Program 100.00% 88,2001 0.00% 0 0.00% 0 88,200 53 1 Membership Dues&Fees 0.00% 01 0.00% 0 100.00% 5,700 5,700 54 Press Belts 0.00% 01 100.00% 18,000 0.00% 0 18,000 69 (Administration 41.25% 63,8561 36.35% 56,269 22.40% 34,675 154,800 75 �IData Processing 41.25% 2,8881 36.35% 2,544 22.40% 1,5681 7,000 76 ''Loan Repayment-PC 16 II 0.00% 0 100.00% 34,500 0.00% 0' 34,500 97 ;Replacement/Rehabilitation 21.18% 18,0001 68.23% 58,000 10.59% 9,000 85,000 99 '.Capital Equipment 37.11% 18,000 34.02% 16,500 28.87% 14,000 48,500 Z 'Contin en 50.00%, 0.00% 100,0001 50.00% 100,000 0.00% O1 200,000 GRAND TOTALS $1,204,300 i $1,502,000 S551.7001 $3,258,000 SOUTH EAST REGIONAL RECLAMATION AUTHORITY P.C.NO.2•LIQUIDS COST ALLOCATION F.Y. 1998/99 BUDGET ALLOCATION OF LIQUIDS COSTS Ownership Ownership Current Current Unused Unused Capacity District I MGD Percent Flow MGD Flow°b 1 Capacity MGD Percent CBWD 1.50 11.54%1 0.81 , 8.23% 0.19! 6.03% CSJC 4.00 30.77% 3.361 34.11%1 0.811 25.71% OPSD 2.251 17.31% 1.6016.24% 0.731 23.18% MNWD 3.001, 23.07% 1.601 16.24% 1.401 44.45% SMWD 2.25' 17.31% 2.481 25.18% 0.02 0.63% 13.00 100.00% 9.85 100.00% 3.15i 100.00% Ell 1 Unused Standby Charge Current Remaining Total I CapacityBased on Flow Amount Based Liquids Resulting District Percent I Unused Capacity Percent on Current Flow Costs Percent CBWD 6.03% $2,894 8.23%1 $89,916 $92,810 7.71% CSJC 25.71% 12,336 34.11%1 394,314 406,650 33.77% DPSD 1, 23.18% 11,118 16.24%1 190,352 201,470 16.73% MNWD 44.45% 21,322 16.24% 195,968 217,290 18.04% SMWD 0.63% 305 25.18% 285,775 286,0801 23.75% 100.00% $47,9751 100.00% $1 156 325 $1 204 300 100.00% (11 NOTE: Unused Capacity Calculation as Follows: (3.15 mgd X$15,230 standby charge/mgd a$47,975) Current flow equals the average flow to the SERRA Plant spread out over twelve months. SOUTH EAST REGIONAL RECLAMATION AUTHORITY P.C.NO.2-SOLIDS COST ALLOCATION F.Y.1998199 BUDGET ALLOCATION OF SOLIDS COSTS Current Current Unused Unused Ownership ! Ownership Loadings Loadings Capacity ! Capacity � District ! MGD Percent i MGD' Percent MGD Percent CBWD 1.501 8.11%1 0.85i 7.52% 0.651 9.03%1 CSJC 5.551 30.00%1 3.361 29.66% 2.191 30.54% DPSD 2.201 11.89%1 1.601 14.12% 0.601 8.37% MNWD 4.00 21.62%1 2.161 19.10% 1.841 25.61% SMWD 5.251 28.38% 3.35 29.60% 1.90 26.45% 18.50 100.OWX 11.33 100.00% 7.17 100.00% [1 Unused Standby Charge Current Remaining Amt PC 16 Loan Pmt Total Capacity Based on Loading I Based on Based on Solids Resulting District Percent Unused Ca ci Percent Cur.Loadln OwnershipCosts Percent CBWD 9.03% $6,930 7.52% $104,612 $0 $111,542 7.43% CSJC 30.54% 23,432 29.66% 412,501 8,015 443,948 29.56% DPSD 8.37% 6,420 14.12% 196,431 4,105 206,956 13.78% MNWD 25.61% 19,652 19.10% 265,581 11,190 296,423 19.74% SMWD 26.45% 20,296 29.60% 411,645 11,190 443,131. 29.50% 100.007b $1,502.000 100. WY. [t]NOTE: Unused Capacity Calculation as Follows: (7.17 mild X$10,700 standby charge/mgd $76,730) Calculation of Solids Loading as Follows: CURRENT 1 FLOW BOD/SS AVG.LBS. LOADINGS MGD BOD SS TOTAL PER MOD MOD CBWD 0.811 1,635 1,919 3,5541 4,387 0.85 CSJC 3.36 6,781 7,958 14,739 4,170 3.36 DPSD 1.60 3,389 3,283 6,672 4,170 1.60 MNWD 1.60 3,870 5,151 9,0211 5,638 2.16 SMWD 2.48 5,998 7,984 13.5821 5,638 3.35 9.86 21 673 26 295 47,9681 11.33 AVG.LBS.PER MGD 4170 SOUTH EAST REGIONAL RECLAMATION AUTHORITY COST ALLOCATION F.Y. 1998/99 ALLOCATION OF COMMON COSTS LIQUIDS 50.00% SOLIDS 50.00% 100.00% Total Ownership Amount Based Ownership Amount Based Total Common District % Liquids Ownership % Solids Ownership Common Costs i %'a CBWD 11.54% $21,227 8.11% $14,9211 $36,148 6.55% CSJC 30.77% 88,430 30.00% 86,502 174,932 31.71% DPSD 17.31% 49,509 11.89% 32,795 82,304 14.92% MNWD 23.07% 63,636 21.62% 59,621 123,257 22.34% SMWD 17.31% 53,0481 28.38% 82,011 135,059 24.48% 100.00%1 $275,8501 100.00%1 $275,850 $551,7001 100.00% SOUTH EAST REGIONAL RECLAMATION AUTHORITY PC 2 COST ALLOCATION F.Y. 1998/99 BUDGET i Total Total Total I Projected Total District Liquids Costs Solids Costs Common Costs Bldg. Revenue ! Allocation CBWD $92,810 $111,5421 $36,148 $01 $240,500 CSJC 406,650 443,948 174,932 (49,730 975,800 DPSD 201,470 206,956 82,304 (27,630 463,100 MNWD 217,290 296,4231 123,257 (33,170 603,800 SMWD 286,080 443,131 135,059 33,170 831,100 $1,204,300 $1 502 000 551 700 143,700 3114 300 Building �i Tota Liquids Solids Common Revenue Allocation District Percentages Percentages Percentages Percentages I Percentages CBWD 7.71% 7.43% 6.55% 0.00% 7.72% CSJC 33.77% 29.56% 31.71% 34.61% 31.33% DPSD 16.73% 13.78% 14.92% 19.23% 14.87% MNWD 18.04% 19.74% 22.34% 23.08% 19.39% SMWD 23.75% 29.50% 24.48% 23.08% 26.69% 100.00% 100.00% 100.00% 100.00% 100.00% QUARTERLY INSTALLMENT SCHEDULE Due Due Due Due 07/01/98 10/01/98 01/01/99 04101199 Member 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Agency Total Billing Billing Billing Billing CBWD $240,500 $0 $60,120 $90,190 $90,190 CSJC 975,800 259,050 239,050 238,850 238,850 DPSD 463,100 118,825 109,645 117,315 117,315 MNWD 603,800 152,000 140,260 155,770 155,770 SMWD 831,100 248,700 229,500 176,450 176,450 Bldg. Rev. 143,700 0 0 143,700 0 $3,268,0001 $778,575 $778575 $922,2751 $778,5751 • SOUTH EAST REGIONAL RECLAMATION AUTHORITY PROJECT COMMITTEE NO. 2-TREATMENT PLANT CAPITAL PROJECTS BUDGET REVISION JULY 01, 1999 TASK' Budget I F/Y98/99 Revised NO. ITEM-DESCRIPTION Through 06/30/98 Additions Budget CAPITAL IMPROVEMENT PROJECT(LIQUIDS) 27-L Legal $1,0001 $1,000 $2,000 70-A Administration- (F/Y 1996/98) 25,000 0 25,000 70-A Administration-(F/Y1998/99) 0 36,--- 36,600 96-C Odor Control Fac. Upgrade(Phase II) 1,286,0001 0, 1,286,000 96-0 Odor Control Fac. Upgrade(Phase II) Design/CM 196,0001 0 196,000 96-C WAS System Upgrade-Construction 127,0001 0 127,000 96-M WAS System Upgrade- Design/CM 31,0001 0 31,000 97-C RAS System Upgrade-Construction 01 278,000 278,000 99-C Influent Flow Monitoring Stations-Construction 01 60,000 60,000 Z Contingency 01 61,400 61,400 TOTAL C.I.P. (LIQUIDS) S1,666,0001 5437,000 $2,103,000 I ! CAPITAL IMPROVEMENT PROJECT(SOLIDS) 27-5 Legal-Solids $1,000 $1,0001 $2,000 71-A Administration-(F/Y 1996/98) 16,500 0! 16,500 71-A Administration-(F/Y 1998/99) 0 16,0001 16,000 93-C Digester Dome Repairs(Digester No. 1) 147,000 01 147,000 93-D Digester Dome Repairs-Design(Digester No. 1) 8,000 01 8,000 93-M Digester Dome Repairs(CM) 10,000 010'000 94-C Dewatering System Phase II-Design/CM 0 200,000 200,000 95-C Electrical System Rehabilitation-Construction 0 140,000 140,000 98-C Dewatering System Phase I-Construction 450,000 0 450,000 98-M Dewatering System Phase I- Design/CM 75,0000 75,000 Z Contingency 300 15,000 15,300 TOTAL C.I.P. (SOLIDS) 5707,800 $372,000 $1,079.800 GRAND TOTALS $2,373,8001 $809,0001 $3,182,800 P.C.2 Budget Budget Total Member Liquids Solids Allocation Revision Revised Agency Percent Percent 07/01/98 Allocation Budget CBWD 11.54% 8.11% $0 $18,800 $18,800 CSJC 30.77% 30.00% 817,770 277,780 1,095,550 DPSD 17.31% 11.89% 404,595 116,735 521,330 MNWD 23.07% 21.62% 537,475 182,435 719,910 SMWD 17.31% 28.38% 613,960 213,250 827,210 TOTAL 100.00% 100.00% 1 $2.37 .8001 $809,00013 182 800 Note:Only CSJC, MNWD,and SMWD are paying for task number 99-C. Exhibit A-2 AB :ct 9/3/73 • Dr1ft 1973-2 AGREEMENT FOR ACQUISITION, USE , OPERATION, MAINTENANCE AND EXPANSION OF SEWAGE TREAT- MENT PLANT OF CITY OF SAN JUAN CAPISTRANO BY SOUTH EAST REGIONAL RECLAMATION AUTHORITY FOR AND ON BEHALF OF PROJECT COMMITTEE NO . 2 THIS AGREEMENT is made and entered into this Z1,0 day of , 1973 , by and between the SOUTH EAST REGIONAL REC RATION AUTHORITY , an entity created by the Joint Powers Agree- ment , entitled "Joint Exercise of Powers Agreement Creating South East Regional Reclamation Authority - Orange County, California (SERRA) " dated March 9 , 1970 , entered into by the parties to that Agreement under the provisions of the Joint Exercise of Powers Act, Section 6500 and following of the Government Code , hereinafter in some instances referred to as "Authority" and the following parties : / off OTTV nV CANT TTTA TT ---1 - -.Pi-.- in some instances referred to individually as "SJC" ; (b) DANA POINT SANITARY DISTRICT, hereinafter in some instances referred to individually as "DPSD" ; (c) MOULTON-NIGUEL WATER DISTRICT, hereinafter in some instances referred to individually as "MNWD" ; and (d) SANTA MARGARITA WATER DISTRICT, hereinafter in some instances referred to individually as "SMWD" ; W I T N E S S E T H : WHEREAS , each of the above named entities is a party to the Joint Powers Agreement entitled "Joint Exercise of Powers Agreement Creating South East Regional Reclamation Authority - Orange County, California (SERRA) " dated March 9 , 1970 , whereby -1- 4/3/73 the South East Regional Reclamation Authority was created, and formed for the purpose of providing waste water treatment, recla- mation, and to the extent necessary, disposal facilities , and WHEREAS , a Project Committee designated "Project Commit- tee No. 2 " (Acquisition and Expansion of San Juan Capistrano Treat- ment Plant) has been formed for the purpose of acquiring, operat- ing, maintaining and expanding the waste water treatment and recla- mation facilities of SJC, and WHEREAS , Authority proposed, concurrent with the execu- tion hereof, to enter into a lease agreement with DPSD relative to the existing outfall facilities of DPSD as well as an agreement for the acquisition of an additional on-shore portion of such facilities from SJC, which agreement also spells out the rights , ,,. ,� r...:.tl....� t::C::GtG LEiui:1 VG LG i.11C acquisition, operation, use , maintenance and expansion of such outfall facilities , which together with the acquisition of the treatment facilities provided for in this agreement will establish Authority as an operating entity for the purposes hereinabove set forth in the San Juan Basin, all as provided for in the Joint Powers Agreement hereinabove referred to, and WHEREAS , it is the desire of the California Regional Water Quality Control Board - San Diego Region, that Authority enter into an agreement at this time providing for the acquisition of the facilities of SJC prior to completion of expansion of such facilities to a total estimated capacity of 9 MGD hereinafter re- ferred to as "9 MGD" and become the operating entity therefor which it is determined can be done in. the manner herein set forth -2- thereby permitting Authority to complete expansion thereof to 9 MGD and to pursue , obtain and apportion in the manner herein provided, financial assistance from the State of California, the United States of America, or both; NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows : 1. Authority agrees to purchase , and SJC and DPSD agree to sell the sewage treatment facility and the property upon which it is situated, to the extent each has an interest therein, which property is more particularly described in Exhibit "A" hereto and by this reference is made a part hereof. It is acknowledged that SJC, pursuant to agreements with MNWD and SKID, has expanded its treatment facility to an estimated total capacity of 6 MGD and has substantially completed plans and specifications for further expan- sion thereof to 9 MGD. SJC agrees to pay all expenses in regard to the 6 MGD expansion. Upon receipt of the total amount to be paid to SJC for acquisition of the 6 MGD herein described treatment plant , site and equipment, SJC shall convey all such property to Authority. This amount shall be paid by Authority to SJC within ten (10) consecutive calendar days after completion of expansion of the facilities by Authority in the manner hereinafter provided to 9 MGD. The amount to be paid by Authority to SJC shall be $650 ,000 for the initial facilities constructed plus the actual cost of expanding that facility to a capacity of 6 MGD. The total estimated cost of the project to Authority, inclusive of the initial facility constructed is estimated to be $3 , 810 ,000 as reflected for purposes of explanation in Exhibit "B" hereto, which document -3- is by this reference made a part hereof. Each of the parties hereto agrees , to pay its share of such costs as determined on the basis of the percentages shown on page 3 of Exhibit "B" to this agreement. 2 . Each party to this agreement to the extent that it has an interest therein , agrees to convey the real property described in Exhibit "A" hereto to Authority for the benefit of Project Committee No. 2 and its members , subject only to the items set forth on Exhibit "C" hereto, which document is by this refer- ence made a part hereof. 3 . In addition to the purchase price of the initial facility of SJC in the amount of $650 ,000 referred to as the exist- ing Plant, Authority shall pay to SJC as the purchase price of the pluiiL J1l.G Lli1 Ju,a U1 $1'171500 . 00 . 1111) wx10-4n1 S`.all L1C 4L+L.IVY �l J..Vu $71,269 . 00 to SJC, and $86 ,231. 00 to DPSD. In the event the site and facilities described herein are used for future expansion , the parties who pay the purchase price herein provided for shall be equitably reimbursed for their investment at that time . Also, Authority shall purchase from SJC for the sum of $6 ,000 . 00 , the miscellaneous supplies and equipment described in Exhibit "D" part or are to be repaid on a basis agreed to by SJC, MNWD and SMWD. It is acknowledged that grant funds from the state and federal government relative to the 6 MGD expansion of the facili- ties will be received by SJC and paid out in full subsequent to completion of such construction. Such funds shall be allocated on the basis specified in such grants or as agreed to by SJC, MNWD and SMWD. 5 . Expansion of Facilities to 9 MGD. Authority agrees that upon the execution of this agreement it will initiate and dili- gently pursue to completion the expansion of the facilities to a total estimated design capacity of 9 MGD in accordance with the preliminary plans and specifications prepared for such purposes by Lowry & Associates , a copy of which is on file in the office of Lowry & Associates , 121 East Washington , Santa Ana, California, and by this reference incorporated herein . MNWD, SMWD, SJC, and DPSD agree to deposit for such purposes the amounts specified on page 2 of Exhibit "B" as Phase "A" within thirty (30) consecutive calendar days after the execution of this agreement. These funds shall be used to reimburse SJC and others for costs incurred to date relative to such expansion and to pursue completion of such construction and commitments for any available grant funds at the earliest possible date . In addition to the amount hereinabove specified for Phase "A" Planning and Design of the proposed expan- sion to 9 MGD, each party agrees to deposit within ten (10) con- secutive calendar days after receipt of bids therefor their pro- portionate share of the costs of constructing the additional 3 MGD capacity based on the percentages shown on page 4 of Exhibit "B" -5- to this Agreement. A condition precedent to this obligation shall be the receipt by SJC of not less than fifty percent (50%) of the grant funds relative to the treatment plant expan- sion to 6 MGD by SJC for the benefit of SJC, MNWD and SMWD. Upon completion of the acquisition and expansion of the facilities to 9 MGD the total cost to Authority of such acquisition and expan- sion of the facilities to 9 MGD shall be borne by the parties to this Agreement on the basis specified on page 4 of Exhibit "B" to this Agreement. The following percentages shall determine the capacity of each of the designated parties in the facilities upon completion of expansion of the facilities to 9 MGD: Percentage Estimated of Capacity MGD of of 9 MGD Capacity MNWD 50 .00% 4 . 5 MGD SMWD 11. 11% 1. 0 MGD DPSD 11 .11% 1 .0 MGD T O T A L 100 .00% 9 .0 MGD It is agreed that Authority will seek to obtain grant funds relative to the 3 MGD expansion which shall be allocated among the above designated parties on the basis that they are eligible for such funds or in the absence of such determination by the state or federal government on the following percentages : 3 MGD Percentage for Estimated Allocating 3 Capacity MGD Grant Funds MNWD .5 MGD 16 . 67% SJC 1.0 MGD 33 . 33% SMWD .5 MGD 16 . 67% DPSD 1 .0 MGD 33 . 33% T O T A L 3.0 MGD 100 . 00% SCJ agrees to convey to Authority all plans , specifications and working drawings for such 3 MGD expansion , and Authority -6- agrees to pay to SJC the costs incurred in regard thereto which is estimated to be the sum of $ Such costs shall be determined as of the date the amount herein specified is tendered by Authority to SJC. SJC and DPSD to the extent necessary, authorize Authority at the earliest possible date to take all actions necessary to cause the facilities to be expanded to 9 MGD. 6 . Final Accounting. Within ninety (90) consecutive calendar days following acquisition of the hereinabove described facilities, and completion of construction expanding the herein- above described facilities to a capacity of 9 MGD, costs incurred and the allocation thereof to the parties to this agreement in the manner provided for herein shall be verified by an independent audit performed by a certified public accountant. The audit thus per- formed shall be approved by the Authority and the parties to this agreement. Any remaining funds shall be distributed to the parties to this agreement which deposited those funds. In the event that it is necessary that any party to this agreement deposit additional funds by reason of their proportionate share of the costs of acquir- ing the facility described herein or expanding such facilities to a capacity of 9 MGD, such amount shall be deposited within thirty (30) consecutive calendar days after approval of the audit herein provided for. 7. Sale of Effluent. Each of the parties hereto acknow- ledges and agrees that one of the primary objectives of Authority is reclamation and the subsequent reuse for beneficial purposes of the sewage and wastewater transmitted to Authority for treatment , reclamation, and disposal . Authority agrees to pursue such objec- tive to the maximum degree possible , and to credit the expense of -7- operating and maintaining the treatment facilities with the net profit from any such operations . Net profit as the term is used herein shall not include any expense for capital improvements un- less agreed to by the parties to this agreement. Any such possi- bilities and profits shall be apportioned among the parties hereto in a given year on the same basis as operating and maintenance expenses were borne . 8. Operating Costs . It is further agreed that each of the parties hereto, in addition to obligations otherwise pro- vided for herein will pay to Authority its proportionate share of the operation and maintenance costs of the treatment plant after the completion of acquisition and expansion. Authority shall bill, and each of the parties to this agreement shall pay, its propor- tionate share of all expenses , including operating and maintaining the treatment plant. Except as hereinafter provided, such costs shall be allocated based on the average flow through the treatment plant, determined on the basis of a six (6) month period. These periods shall run from January 1 and July 1 of each calendar year. Any periods of less than six (6) months shall be prorated on the basis of a total period of one hundred eighty (180) days . It is agreed that Authority may establish an operating budget for such payments and request a deposit in advance equal to the estimated share of such expenses of each party hereto for such period of six (6) months . In regard to such costs of operation, maintenance and repairs , the following is set forth and agreed to by each of the parties to this agreement in order to define some of the terms to govern the manner in which such costs shall be borne and to establish at this time procedures therefor. Unless otherwise agreed, the costs of replacing any portion of the treatment plant or equipment having a life of five (5) years or longer, and any -8- additional facilities or equipment costing in excess of ONE THOUS- AND ($1 ,000 .00) DOLLARS ,shall be allocated on the basis of the percentages hereinabove set forth for the allocation of the acqui- sition costs as opposed to the average semi-annual use of the treatment plant . For the purpose of this section, maintenance and operating costs shall mean the necessary costs of maintaining and operating the treatment plant based on sound accounting prin- ciples , including expenses necessary to maintain and preserve the treatment plant in good repair and working order , as well as insur- ance , taxes , and any costs attributable to its maintenance and opera- tion. It specifically does not include depreciation or any obsoles- cent charges or any reserves therefor, or amortization of intan- gibles or other bookkeeping entries of a similar nature . Authority shall install metering devices at the expense of the respective parties for the purpose of determining the amount of sewage being transmitted to Authority for treatment. It is agreed that the actual costs of operation and maintenance shall be reviewed at least quarterly , including a comparison to the project budget required by Section 19 of the Joint Powers Agreement pursuant to which Authority was created and exists . 9 . Miscellaneous . (i) Notice . Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office , registered or certified, postage prepaid, addressed to: SOUTH EAST REGIONAL RECLAMATION AUTHORITY 2415 South Birch Santa Ana, California 92707 CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto San Juan Capistrano, California -9- DANA POINT SANITARY DISTRICT P .O. Box 571 Dana Point , California 92629 MOULTON-NIGUEL WATER DISTRICT 27281 Aliso Creek Road Laguna Niguel , California 92677 SANTA MARGARITA WATER DISTRICT 401 Civic Center Drive West Santa Ana, California 92702 , shall be deemed to have been received by the party to whom the same is addressed at the expiration of forty-eight (48) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid. (ii) Attorney' s Fees . In the event that it is necessary to enforce any of the terms of this agreement, the pre- vailing party shall , in addition to any other relief and recovery , be entitled to recover all costs , including a reasonable amount for attorney' s fees . (iii) Arbitration. Any controversy or claim be- tween the parties to this agreement including, but not by way of limitation, any claims , disputes , demands , differences , controver- sies , or misunderstandings arising under, out of, or in relation to this contract, or any alleged breach thereof, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith , the rules of the American Arbitration Association shall apply. The party desiring to initiate arbitration shall give notice of its intention to arbitrate to the other party to this agreement. ' Such notice shall designate such other parties , if any, as the initiating party intends to have bound by any award made therein. Within twenty (20) days of the service of the ini- tial demand for arbitration, the American Arbitration Association, -10- hereinafter referred to as "AAA" shall submit simultaneously to the initiating party and to all parties , if any, named as respond- ents or filing a response therein, an identical list of names of persons chosen from the AAA National Panel of Arbitrators , which persons shall be , to the extent possible , men first in the field of waste water disposal and reclamation as well as public law. Each party to the dispute shall have seven (7) days from the mailing date in which to cross off any names to which he objects , number the remaining names indicating the order of his preference , and return the list to the AAA. If a party does not return the list within the time specified, all persons named therein shall be deemed acceptable . From among the persons who have been ap- proved on both lists , in accordance with the designated order of mutual preference , the AAA shall invite the acceptance of an arbi- tration panel consisting of three persons to serve. If the parties fail to agree upon a panel of three persons from those designated or, if for any reason an acceptable panel of three arbitrators is unable to act, or if for any other reason the appointment can- not be made from the submitted list, the AAA shall have the power to make the appointment of the panel of three arbitrators from other members of the list originally submitted, without the submis- sion of an additional list . The panel of arbitrators shall determine the rights of the parties in accordance with the law, and the award shall be subject to review as to the panel ' s application of the law by any court having jurisdiction thereof, whether or not any mistake of the law shall appear upon the face of the award. As to all ques- -11- tions of facts, however, the determination of the arbitrators shall be binding upon all parties and shall be final. Any party shall be entitled to written findings of fact and conclusions of law as to all issues determined by the award. Subject to the above limitations , the award shall be binding upon all parties to the arbitration and judgment upon the award rendered by the arbitra- tors may be entered in any court having jurisdiction thereof. The arbitrators may, in their discretion , as part of the arbitration award, impose upon any one party or allocate among two or more of the parties the liability for the arbitration fees and expenses . Such allocable fees may- include the initial administration fees , fees for second and subsequent hearings , post- ponement fees , and overtime fees . Allocable expenses may include the expenses of producing witnesses , the cost of stenographic rec- �,rdz , -h f u .iY u.,s�r�Y � , trators and Tribunal Administrator , the expenses of any witnesses , the costs of any proofs produced at the direct request of the arbi- trators , and any other expenses relating directly to the arbitra- tion. In the event of the failure of the arbitrators to provide for the allocation of such fees and expenses , the arbitration fees shall be divided equally between the parties and the expenses shall be borne by the party incurring them. 10 . Termination. The term hereof shall be for a period of fifty (50) years and may be extended for a like period or res- cinded or modified by the unanimous consent of all parties to this agreement. 11 . Restrictions on Discharge . Each of the parties hereto agrees that it shall not deliver to the treatment plant -12 - any material or substance which directly or indirectly, or in combination with any, other material or substance delivered to the treatment plant of Authority by others to this agreement, will prevent Authority from complying with the discharge requirements established from time to time by the California Regional Water Quality Control Board - San Diego Region, the Environmental Protec- tion Agency , or any other entity or body having jurisdiction as to any such discharge . Authority may establish reasonable Rules and Regulations relative thereto from time to time which each party hereto agrees shall be applicable to the discharge of sewage to the facilities for treatment or reclamation. Additionally, it is agreed that neither the execution of this agreement nor the delivery to Authority of sewage or waste water for treatment and reclamation in the absence of an express agreement is a dedication for any pur- poses of such sewage and waste water. A party may deliver sewage to the extent of its entitlement to capacity in the facilities or provide other means for its waste water treatment and reclamation needs . Any sewage or waste water delivered to the facilities des- cribed herein shall originate from within the boundaries of a party to this agreement, or their successor, as such may be estab- lished from time to time . 12 . Employees of Authority. In the event it is decided to have Authority operate the facilities herein described, Authority shall , as a first priority, employ operating personnel of SJC and DPSD to the extent that such employees make application for any such position. It is intended to the extent acquisition and demoli- -13- tion of the SJC and DPSD facilities deletes the necessity for their present employment that such persons will be provided with similar employment by Authority. The terms , conditions and compen- sation in any such instances shall be determined by Authority. 13. Interim Use of Surplus Capacity. It is agreed by the parties to this Agreement that if at the point in time when MNWD, SIMIWD, SJC or DPSD request that Authority construct additional treatment facilities there is unused capacity in existing facilities which might be used on an interim basis thereby deferring such con- struction, any surplus capacity may be used for this purpose on a fair and equitable basis . This determination shall be made by the Board of Authority by vote of the members of the Board repre- senting MNWD, SMWD, SJC and DPSD. Such determination shall be sub- ject to the approval of the governing body of each of the above {1 Qllle lA VLa�1 L1�.✓. Th '+✓ _ 'r+vvu u w V J ✓••+6 ✓..••.• —l. •• Any such decision as to the availability of unused capacity shall take into consideration presently existing sewage flow, construction in progress , approved tentative tract maps , established general and precise land use plans and the estimated period of time needed to construct , complete , and place in operation additional treatment and other facilities to provide for the treatment, reclamation and disposal of additional sewage and waste water from such entities . Such decision shall include but not be limited to costs of repair , replacement, depreciation, and a reasonable return on money actually invested, as well as adequate provisions to insure that such con- struction will be permitted to occur and funds will be available to construct additional facilities at a later date , thereby termin- ating the need for interim use of such surplus capacity. Funds re- ceived by Authority for such interim use shall be prorated among the parties whose unused capacity is being so used. -14•- 14 . Approval by State Treasurer. This Agreement shall become effective upon the date that it and any related agreements are approved by the Treasurer of the State of California. It is agreed that upon execution hereof, both MNWD and SMWD will request such approval. IN WITNESS WHEREOF, the parties to this agreement have executed it the day and year first hereinabove written. SOUT EAST REGIO RE TION AUTHORITY Chairm n Secretary 3ita SAN JUAN CAPISTRANO r �i y Clerk DANA POINT SANI RY D STRICT f President Secretary MOULTON-NIGUEL WATER DISTRICT esi t Sec ary SANTA RGARITA WATER DISTRICTS� PrXretapr 1 Se -15- L. �� L �� _ .... „� • . err., WA4-9300 ncu.t GYrnY G-9594 LICENSED LAND SLJRVEYOR 352 THIRD STREET O , _ , .., �LAMUNA BEACH 0 CALIFORNIA April 21, 1972 LEGAL D SCRIPTSONS OF PORTIONS OF THE DNA POINT SANITARY DICT?,SCT MOFEii`I.'X O ; DEL OBISFO ETRE `T. P�x•cel 1 _ That Portion of the Rancho Bocci Dc La Playa, in the County of oranE;^ State of California, as per rap recorded ,lune 29, 1}337, in Book 4, Pagcs 113 Find 119 of Patents in the Offieo oY the County Recorder of Los Angeles County, described aa follows: Beginning at the intersection of the SoutI:easterly* line of D81 Obispo Strut, being 30.00 feet wide for.^erl I_nown v,13s y X Mnley 'Avonuc, an deocribed in a deed to the County of Orango recorded on April 10". 7.926 , in book 636, P`�•go 363 of Dee? "th a line Parallel with and distant southwesterly 950.00,feet mcasurcd at right angles to the conterline of Victoria Avenue an c?e,;nlbed `� n the deed to the County of Orsnre . recor,jpri on (�'6 55' � ru r,+ , a, O.. .a., C_., , L:f,nC� .�G ii.'vil ' W „ h Parallel to said centerline 905.06 feet ; thence North 170 55` 53' Eaot 252.66 feet • thence North 100 43 ' SO" East 23.23 feet • thence North loo tr' 12" v'ar.t 178.11 feet genes ',forth .68f 54` 35" Went 619.96 feet ; thence South 210 5 2511 West 325. 00 fort ; thence North 680 54' 350 Went 215 .81 feet ; thence South 35 52' 01" West 67. 22 feet to the point of Beginning. L. 3. ,;'3064 March 26, 1973 Page 1 EXHIBIT "3" REVISED BUDGET PROJECT COMMITTLE NO. 2 • REGIONAL TREATMEWT PLANT 6.0 mad �• 3.0 mgd. Expansion • Phase A Phase B Project Costs Pl,inning and Design Construction Total (1) Construction $ 2,700,000 1 ,230,000 1 ,230,000 (2) Technical Services 260,000 100,000 20,000 120,000 7 (3) Legal 7,000 17,000 17,000 (4) Administrative 5,000 2,000 3,000 5,000 (5) Contingency 25,000 10,000 40,000 50,000 (6) Plant Site 157,500 (7) Equipment Inventory 6,000 (8) Existing Plant 650,000 Totals 3,810,500 129,000 1 ,293,000 1 ,422,000 Existing Grant (1) 2,087,200 Potential Grant (2) 2,397,600 11235,000 (3) 7177 Potential Net Cost 1 ,412,900 187,000 _ (1) .Based on Approved Eligible Amount per letter of State Water Resources Control Board dated Aug. 24, 1972. (2) Based on application for increase in Project Eligible Amount from $ 2,609,000 to $ 2,997,000. (3) Grant assumed to be 87.55 of Eligible Amount March 26, 1973 Page 2 EXHIBIT "B" LCont'd) STEP 1 FUNDS TO BE DEPOSITED WITH SERRA FOR 3.0 MGD EXPANSION PROJECT (mgd) Agency Capacity Percentage Phase A Phase B Total SJC 1 .0 33.33 43,000 431 ,000 474,000 DPSD 1 .0 33.33 43,000 431 ,000 474,000 MNWD 0.5 16.67 21 ,500 215,500 237,000 j SMWD 0.5 16.67 21 ,500 215,500 237,000 N TOTALS 3.0 100.00 129,000 1 ,293,000 1 ,4222000 F `' t1nrch 26, 1973 Page 3 EXHIDIT "D" (Cont'd) 'STEP 2 FINALIZATION OF 6.0 P1GD 'PROJECT Funds on Total Grant Net Deposit Surplus or Agency Capacity Percentage Cost. Funds Cost With SJc Deficit sic 1 .5 25.00 947,125 595,000 : 352,125 228,500 (123,625) DPSD 0 0 22,000 17,600 4,400. . 48,200 43,800 t�n1�0 4.b . 66.67 ' 2,525,793 1 ,586,746 - 939,047 2,674,9o8 1 ,135,861 SMWD 0.5 8.33* 315,582 . 158,254 : 117,328 2531412 136,084 TOTALS 6.0 100.00 . 3,810,500. 2,397,600 1 ,412,900 2,605,020 1 ,192, 120 March 26, 1973 Paae 4 'EXNIDIT "D" (Cont'd) :STEP 3 'FINAL 'COST ALLOCATION AFTER 'COMPLETION OF '9:0 'MGD 'PLANT .(mgd) Total Agency Capacity "Percentage " 'Cos t, ' 'Grants Net Cost sic 2.5 : .217.78 1 ,453,590 1 ,009,136 444,454 DPSD I.0 lt .tt 581 ,330 403,582 . 177,748 MNWD 4.5 ' 50.00. 2,616;250 1 ,816,300 799,950 SM14D 1.0 Il :tt 581030 403,582 177,748 TOTALS' ' 9.0 100.00. . 5,232,500 . 3,632,600. : 1 ,599,900 Page 4 .First American Title Insurance Co,npany 421 NORTH MAIN STREET a SANTA ANA. CALIFORNIA . 54WG892 ' I"1?APP & CIIILLn:CT.' an 550 ?;Li PORT Cl"i,1:R D`;IVE YL'!.TORT 11.A.C?'., CALIFO!'.?dIA ATTN: AI,C•.X,'•ini?R W)V'I> Your No. PROJECT CTI.IITTIM I O. 2 1)AI A P013NI1' SA;IITARY DISTRICT Our Order No. OP.-11.12641. Form of Policy Covcioge Requested: CALIPORVIA LAND TITLIi ASSOCIATION STANDARD COCrERAGI. POLICY In response to ilia ohove referenced application for a policy of iitic insurance, this Company hereby reports that it Is prepo"d to incur. or route to ha iccu ref ec of ill- dote hereof, n Poh,'! of "I itl� lncnronr� io thn above, descrif.ing t'ac lond and the ostate or interesi I!leraln barainaftor set for-i!1, insuring against loss wlsich may be sustoined by reason of any defect, lien or encumbrance not shown or referred to as on Excepiion below or not excluded irons coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy farm. This report (and any supplements or amendments thereto)isissued solely for-Mepurposeof facilitating the issuance of a policy of 11K insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Linder or Commitment sF,.?i)(•,I Le,i?uosted. Doted as of Jattu.^.try 29, 1972 at 7:30 a.m. L. J. Par= TITLE OFFICER Title. to said estate or interest at the date hereof is vested in: P NA POINT S9'?ITl:T1Y DIST^ICT, v public cot-porat-ion of Clie Str.te of C: li;o7ni-a. The estate or inteiesi in the land hcrcinaftar desaibcd or rcfoned to covered by this Report is: A Yve. At the We linear vxremions to coverage in addition to the printed exceptions and exclusions contained in said policy form MVQd to os fullowb: I . 'ilio ME; of Ihm Ur pine I No purl onvn and Ylpbt;, nrinst'fcrnnnt CL•ct'oto, n.^. ronvvyM In Knia 1001h '(ntunl. Cite: Cnrmvt\• 1w deed rr¢cxruc•d My 29 1924 Q (vontirofd) OR--3-112041 root: 531, paFe 393 of Dceds. (Thin affects nai.d Parcel 1.) 2, The Ri.rht' to enter upon, plata rad r-aintaiu anchorage over a portion of soA.d Parcel 1 as conveyed to the San Diefco Crn;nolid,aed Cas and Electric Connally by deed recorded Au ust 12., 1926 in Book 666, pale 313 of Deccls. 3, The Rights of Way :and cn:sementss for underfround water and Fats conduits and/or pi.pc limas and incideptal purposes upon, along, ander, across and. through said Parcel 1, as convcycd by the T'ir t- l:atioaal L._nL of Sento Isna to San Juan Fater Cor_p:tny, by deet'. recorded Au ust 30, 3.926 in Pool; 197, page 20 of Official Record::. Said r1glitn "ere duly conveyed to Capistrano Beach C.o:mty hater M,,;trict, a body politic, by instrumcat recorded April 1, 1960 in 3coL. 5174 , pa?c 17 of Official Fecords. 4. Tltrv. Reversion of the title to fill. of the lat:d hcre.i.nrfteY descr t,ed Am Parcel. 2 if •...5_r1 Vod is used for purponas other than providad in the reed fi•o:r. The First 01II.10=3 i,hill'. UT "LU And LO A= JUGH 14Lli .a .. , . " ..• ..� .-:.... �-. , Pool 197, page 211 of Official Records, reference• ,.iy hereby baro rade to the record t'her0of for the particul.n.ra of the condition: therein contained. .. The 1'eversionary rights if any, are presently vested in Tirst- Western Bank and Trust Corp—my. 5. An A^rec;:er,t: dated Au^,vst 10, 1933, viiereby Petroleum Securities Company grave to Southern: Gounti-es Gas Co;npany the pri-vilepe to raintain an electric grcund and cert.nin electric wire, in the San Juan NQU at a location therein described, ar, recited in the Decrcc of Distribution in the uatt'er of the Estate of E. L. Dobr.ny, ('•seta.^, , a ecrti_iieeli copy of vhicli decree wan recorded .lglr.il 2.^, 1939 in PCO1C 996, pnnc 1 of Official Records. (111-s affects: said Parcel 1.) 6. A Porpctunl l;asencnt and right of vay for otrect, higln*nv and incicental purposea ovor the Von. t• 10 fent of s.ild Pnrr.el 1 ar, conveyad to the Count), of ornrly.e by deed recorded July 25, 1952 in hoot*. 4302 , p;:ge 43S of official Records. 7. An Tscervmt ever sr,i(l Parcel 1 for pole lin -'s anti incidental purposes ah conveyed to F:nl Pine o C'ni & ]a.cctric Co,lp.nny by deed recorded J n mry 15, 1959 An ]; x,k 1455 ). pnc,e 292 of Oiciici:,l l:ecordn. Said dec:1 prow:fc'.e, that tabs .line of poles on.d c:•i.res :across: r.nid laud chsl_l be . tafth:in t:hc• Sout.nl.liaCerly 1:1.Uo fee of :;;.iid lc:pd. F. A Slouc• I:arr.r,crt. and of vey for flood control Find 1'ncldmtr:l purros':s no co;w,•ve;l to tho o anna County Ploo.l control D f:tr'..c't by duc:d recorded Vnrch 26, 1067 in MY, 6549 , pa?c 719 of oif. MI Accordn. ('Phis; ril`.,cclo) laid Parcel .l.) 9. In ?':.r.rr;er;t for cithrr or Loth pole l.nvq , ennsuite; rip! :G:cidentnt purpnse:-. an r.rt WrA f:, rn 0%01-0o ml; rcccrd; ,i iu , cleft 7:;'!n, P: po 114 of Off WEI ta•c.nr.6c , over a r.t'rip of Wid moo rum in unto, bpay mm Scot , lowurej at orm: an^]c • o,l each ciJr or t'L^ lollrn:itg cic:;c:rihrl cctiLc ;' afpr: Cgs;icur,.in;{ ;Ci th ' : nv.e;a l.0 c:sato of ].o". 61 :ht 5'rnct "o. 9" as f:hut,n ou 11 T:ap OR-1112641 recorded in Pool: 29, pap:ea 19 and 20 of Miscellaneous flop., records of said Or:mt,:e ComnM thence South 17` 56 ' 00" Wont, along the Southerly prolongation of the Tan terly lane of cold Lot 61, a dintance of 4(1.00 feet to a point on the ccntor lisle of Const Tllfph'o y (U.S. 101- alternate) , 80.00 fest in width mid shotra on the nap of sold Tract No. 932 as "California State High ny"; thence Soutlt 72° 04 ' 00" East along the center Line of said iii. hyny, 1303.93 feet; thence Leaving said canter Me rorth 17" 56' 00" East, 310.1. ` _ C;0 feet; tl:^:tcc ,eutJ ? t 0" 0 72. Or _ East, 1S.00) feet:; thence t<orth 17" 56' 00" 1�st, 279.52 feet; thence ':Orth 680 59' 30" 1'est. 279.1.11 feetthence ;;girth 25° 30' 30" past, 231.59 feet to the TRI7;? POI`;?' o'.' P.1:CT1$M:^ of said ce::ter 11110 of right of crac: thence. front said TU-1' r0Y!,— 1131' '.:1.C1 11:11 C, South 25' 30' 30" Vcrv, to tl9[? .e,C l:.ta;..?C5 trr1}' lisle of the shove de�:c ll::?d pro;>cr.ty, being 240 feet more or :fess. ('This affects said Parcel 1.) 10. A non-c-iclusi.ve f,.iscnOnt: for piPe 3-in cs and Incidental. purposes, as set: forte, In an instrupont recorded in T:ool:. 3729, page 456 of official Records, over the following described portions of said land : nnnr;*r r. A non--c>.elusive eas,c-taent fifteen feet in width, for pipeline: rurpones, described as follows: Pot'inning at a point in the rorthcaster3y line of that certain parcel of land granted to li:n[: Point :>er.ii: :;;y bistr:lct by Unica, Cil Conn-,-ary of. California by deed rccor&d Sano 16, 1952 in Pool: 4317, p:J,r,es 144, rrri 145, official 1',ecords of Omani County, California, distant thereon Month 6.8' 54 ' 35" S'('.^,t .354,00 feet from the Nortlieast:arly corner of said land ; thence South 21' 05' 25" t'e=.st MOO fcett thence rorth 6SO 54 ' 35" Went, 15.00 feet-; thence North 21° 05' 25" p:a_st, MAO feet to a Point in said Northeasterly line of thn l:r,d cextveyed to 1>.na Point ``ari.tnry District: thence Sontb 60" 54' 35" Bast 3.5 fent., aloe; said 1•tor.theastcrly linr., to the point of hi.'rillninf;. PA11CM, Tl A non-e::cluri.ve. eai.senent twenty feet in irldth, for pipclipe purposes , described as follol;s: Pori„ning at c 1,09nt in the l,orthca terly lire of thr.t cert«an parcel of land pr:rnted to i;:n:e ''Point S:nAttny 1.'iatr ct Ly Union Oil Co;.,,, ;:y of Calirortila by dead rrcord a ,Tuna 16Y '1" , in took 4317 pegpq 344� Y 1:1'14 1.45, (.1 Yf J.c.lit1. 1!Ivord:i of Clrnw.n Cor,!,ty, C J.Morn'in, distant t:hcrcon rurth GS' 54 ' 35" law 2.0" fret f Om thy 1<Ort!u :u;t(s1.r coruir thercoi , snAd point: being also in the Miserly live Of thr.r cet•t?lin Mce.l. of Knd conveyed to t:he Dr:n:r,t, County 'Flo;; Control Yllstrirt M J'rr6 rrrorded :I::rch 20, 1902 ;n 100 6049 , lu;,,;-•, 715, 716 an(1 717, ofifcicl Y.C,orda of "nA ornivro. Cnun:';; fhrur.c corltinu c c Nqi tail 1annhenst:- rrly 10. south 60' 54 ' 35' l;_.;t , 351.: 1 feet to the .;ort.hrv..'Ccrly eorr,nr. of AVC01 A hWVVIMQVVn ,.VICY Q ; L1• MC SOU1.11 21` 05 ' 25" Art 20.ono i f li S: !I Ull p, t6a bwth,�, lvily M.uo of resits Y"unc .0 A, to ., 1+:,iat : tl.urn South GC" 54 ' 35" !':I.a , 15;.;'1) -t.rrt Cn n hnfn;: in the 1THOrly Tirc of said 'f.mia cnme-ycd to the 3 n L OR-1112641 Orange County Flood Control District; thence l,ort.11 lou 04' 12" Last, 20.33 feet, nlonz; said Rc3tcrly Ii.nc to Che point Of her;nnlag. It is undcr:;tood and ap,zced 1-7 the parties hercto that Hie right- of slap herein convcyccl sl)"'11 be. 1.5.00 feet in c>i_dth as to Parcel A, and 20.00 feet in c.iccth as to Parcel D. 11. .411 E,ac,-.,cnt- over ^-nid Parcel 1 for either or both pole lines, conduits end i.nc ientel 1'1:i:P0009 as Pet forth in an instrur opt recorded in l.>ook 9G37, Hage 292, of Of_`icIal. Records. Said Decd proMes that said easement % the oforesgid land shall be 12.00 feet in With, },rang 6.01 fact, rzeasurco at right nnzles on each ride of the followil+g evscribed ci-nt:cr line, Comnencin•^, at the &outhcnnt coarser of Lot 6.1 :in Tract 1io.. 932, r_ rbown on a Mziu recorder in Rook 29, pngeu 19 and 20 of 1 ls(Ioll,'MCOUS Na))a, records of said Ora;lgc (:Oanl:y; faw`.;C': South 17" 56' GO" 17etet al.UnR 1:11G SoutiQrl)' pr O1.U11([:a i.On of the. Easterly Urn of sn.id hot 61, a Ust<nce of 40,00 feet; thence Ie^vin; ' OR-117.:641 D^S K IPTION: Parcel. 1: 65.3 t:hat ccrts.in t.ud r.itunt:cd 3n the State of c¢;lifornia, County of. Orange, 3 rncho lacca c la Piaya, City of Ss'a Ju:n Cn p:i tr rano, descll+eat es follows: ^.t the interllect:Ion of tt.11C Southenstcr3y line of 11e1 OlTi;po Street, 84,C-o feet la dsr, formerly NcUtilcy l'• c`nue, all described In a deed to tllc county of orenrc, z'ecoyded on April. 14, 1026 in roof: 630, page 363 of Deedn, \vith a 1,^.e parn3-lel ]rah and distant SontP estorly 5(70,00 feet, i;c t-,ured at right anRlan, from the center Line of Victorin Avenue, as de.,scrP,ed in the deed to the county of orange,ge, re.orited on Iny 15, 1912 in Boole 3't4, pn£, e 42 OL hi-ieds, said center line being the Soather3y line of LbnPryor lurr:est.ead cs described In tle Decree recorded in Book E, page• 31 of in tilt:- office of the - County Recorder of Los Eil\nil)-ea County: thence )South 61' int , 35" Fast 762.05 feet along snTd parn3lei Unci thefuli. South 30" 43' 50" S:cst 4-57.46 feet to a line pnrn1lc3 with and ilist:ant 3outh\ nsterly 950.(10 feet, ina ured at: right arnles from 00 center l.:i-tin of siaf.L Victoria hvi-- uei th '. an.-C! orth 63, 54` - 35' rest 937,ZG feet, along said parrilel line to the Southnn.^.t.erly line• of Sill.( Dal. nbinpo Street; tivni:e North 35" 52` C.i" rant 261..82 font 'along said St,, I1t..Htlerl\r line to all nl glo point therein; th,ance Hort'o 2i>'' 39(. 55" )•:cul: 1/..a_,• 17 .-lel. la. 4.:�- 1,\ Y..a. \•1. .-L.+.a.a.i{.)�. l:.:c pving thni-Kron that certain well and pumping p3ant cite described it: Parcel D of f dead to San JCta.n Voter Comp uy, recorded on August 30, 192C in Boot: 197, pare 20 of official Records of Orange Cotvity, California. Also o_zceptinf, tberefrol:i the parcel of land conrr..i;ed to the Ozrn^,e County Flood Control. by deed recorded March 26, 1962 in Pool: 6049, page 715 of Official Records. -Also excepting therefrom the foll.oef.ng- All vator on th3 Su'Lftdco of F311 for underlyinn, th" above deft Cribe.i l.^7);l and subject ri.t;ht: :'il '\L' .V 11 L'j;G' t0 e:arC.C; rC:�.rcll C and O_ Slit}:C rn::' t:0 C}lQ l,fyl-:ln is i'.f15. 1 t. , � ( +' the fu772 f.'r0:'1 Li10 lt;l... ^'..^PUtI:} ..:;Ilii::, „rrvels ...itd ch.-uniaj9: thereof, 1'" rioltnn of voll-s and r.'_ta.^:tr3 upon thnse ccrtei:'n wall ,^,7 f:City G;li.c;l Vater and i.`i'lJ. Fites r,. h:a:;lc arai file riga: 2::d pri.vS:i.c- r.re rc.,cr:'.bid in the deo.<} Erna: the ir,t f:innal of Santa Ara to San Juan Linter Cef.:pony, recorded kugust 30, 192E in i;oa].: 5.97, page 20 of official Records. Also excepting from that portion thereof which underlies a plane prnroll.r_5. to and 3n, ftc:t bPW th, n.urfacc fil i:reoi , ..hich port.i.c'il At: hOYO'i altf LCr •tl'f:SYi.'(1 to ^n sold WWI fl I all oil , goo, Petrolcum a"d other tlydroclrb-'a :Rlbf•L:A:CC1: , Ilia..^.1:3.^. "WI Va LCr :in, Under or rceoVcralle fVviI . ;id 3:. d; the I"I; -'.t. to 11yeeL or intrci Wo from Linn to ti::;, store thVrcin cr.-1 euhr:cnuc,,tiv rcOoW• JNCM ani:: Jaiid any oil , Y_-at , pftrn) cua 1:cid nth^t' hydimcarirnl !:1:1:nnnitci::, n..i:.^.'rs3F .and \altor, unjuhher Ulth r'ii'itt.a of 1' y C:.:'.i'.._ ..... all i volvi t Ker; :i.l: laid tliroval . ,.Id loo! for the jlnTono of enc+'- clNing the rij,'i:_., h_rvin votioryr.d , :n. l.l ,:K i^,.,. not 1':. ..1\'17 to 1110 'TAnAt fron i . •n to t.:.'lc to c11-1.3 'l. \.•1'(l, HO r• ' to arcs• 0:0tc ....c.o slid uUnr\•in to co:: plote :..nd v:eil,tain c•'las into nad throut•h aac} lInn! from 1:ur0cc loc..tfons cWtuldn the 1amir. Wre'ill ('r r::\'i•yt`a� t:i..`\', IIYU , lar. . -� i', thiol. 7'7.:Ks lu .` ill ]•, .'lr'.rvY 0 thi nOt f.1 .1. ude CII' t• QV to v":—P upon too V"rfaco =W111ur. toy'! );i1:: , as in wrvod in tile' clrnd fit:; OR-1112641 Union Oil co^pnnv of cr..l.i.forria, a corporation, recorded .lune 16, 1955 in ?soot: 4317, pr ,go 144 of Official ]accords. Par.cel 2: Sita "7)": Ccrc`r.`s,ciois at the poi.r7t: of interscctlon of tiro rnatcrly line of the 1.00 foot r'S'':f of r;;<< of the Atch1snn, Topel:n nd Santze Pe Pailroad Nrith tha T;Orthcrl.v 1-17-re of 1`:f ctori.a 1>0u1.c\':T'd as shown on the Ynp of Snn Junn, Ey— Tho- K, recorded in Not 19, ragcs 27 and 28 of McGlancown Pecordn of too /a:;:eIC3 County, caliverniz, and running thence Porth 63' 55 ' Or)" Vest rtlM the I'.'L'si:c:'l; probit!nMen of tho i orti;er'ly lice of r.ald victnria ))c 2c.,*nrd n. 8isf-onCc- of M,-4f) fora to the Intersection witIi thn. kestcrly ril;ht: of k-ny line of t.-1 M-CM=:on, 'Topr!.l and 9,Inta Pc P"ilroad ; and runnIII g to;c...,.. Souti: 1:7` ;R, 3111' fest alor , Said ide,terl ri„1_ .. `t. Of way *Line a di... tance: of 562,05 Mt to the Northcanteriv coyner of too IIID.d cw-ncd by top cap"Strnno Te>.:.ct Company r.s per c;eeci rerrr.dcd in 130x1: Gf,l., pa"e 148 ur DOW, ri`CCTc�^ of hr^.:. %C cownty, (i,� +�0l:niIl> rl!;1ni.P;' thv ice north (80 54 ` OD" i'ejSt t11 Gr:r' I'ha 3+O'C I:112TI)' 1;0u:?Gs:7"; of ioc, ).ril!d (-;ned I`y &.:<id (:III>istT!"i;:0 lie>ac17 Cert:;xisp ': ci9;;tt;r:ce of 495.22 feet to thc: trite po Lnt. of begin :i.nr, of tho lana ` !( )'est r.i.o `Ce co rth (• 54 C )" :�, sr,i.d );cr°�h- - at'l.v l,nui•?'• - !r 8�.rz fa. �n n[ 4rl FC. � 50 Kat t0 a P01"Ll t:i:•nco Sonch A, 54 C0" i t^3C fcof: to a Point.; t17c1lco North 21` 06' 00" Best 50 feet to the true poirt' of bet:iu.ning. 1r.Ilia cd Plats enclosed. I i FOR. SEO 22 a 23, r8 S., R.9 Y/. c ¢ ncrga-a eccczaq J .. - 2� \ \ J i lar.; �'\ ..i i' I 1� •w^. ! /'" '� xI ..' �� r// `� �} 31 co 32 �� 33 = V.J, dC � � l(r G r , �} p _ lir: AV 632 -� ,'j .� 122-15 \ B,6 aC t6� i�r,/•,w' R„ 9J- JJ6i d: - �". � ' - - Lol 6 y', y �c r l,s IL wr.�ry Etna .• • T?.. /✓D. 9„2 'A. /d 23•/:x./.9 NiJif n5$c.5.�'$ L: Cd d d:S°SiCiL /-• A _ Firs( .^: tIN Ll�—fsi 0^: ,:^Y Of n.;. m.,n In For Intormclion Gr / •I� in t.,,.„ r:r. Cr Tt:J Trac E. _ EXHIBIT "C" January 12, 1972 CITY OF SAN JUAN CAPISTRANO Treatment Plant Inventory 1 Double Balance Scale (Voland) $ 375.00 1 Drying Oven (Thelco) 350 . 00 1 metal Desi, (McDoNvell & Craig) 135. 00 1. iYood Desk, Metal top 100.00 1 Swivel Arm Chair (McDowell &: Craig) 50 .00 2 Straight Arm Chairs (?McDowell & Craig) 70 .00 1 Swivel. Arm Chair 35.00 1 4-Drawer File Cabinet (McDowell & Craig) 135.00 3 Metal 1'iall Lockers 100 .00 1 Posture Chair 50. 00 1 Diaphram Pump (Homelite) 450 .00 1 Come-Along 150 . 00 1 z-ton Pickup Truck/dump bed (1970 Ford) 3 ,600 . 00 1 Gas Masi. 35. 00 2 Fire Extinguishers 40 .00 1 Refrigerator 150.00 3 Pair Boots & Rain Suits 85.00 1 Power ]Mixer 25.00 Miscellaneous Hand Tools 250 .00 Miscellaneous Lab Equipment 200 . 00 l Triple Bcam Balance Scale 75 .00 1 Hudson Spray Gun 20.00 1 Wheel Barrow 35 . 00 6 , 515 . 00 S/A $ 6 , 000 . 00