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HomeMy WebLinkAboutC-2193 - Compromise Settlement, Mutual Release & Trust Agreement for San Joaquin Reservoirm1+� anyal RA}A DSIPoIT IRVIXERANCH WATER DISTRIff 15600 Sand Canyon Ave. -P.O. Box 57000.1rvzne, CA 92619-7000.(714)453-5300 June 28, 2001 SUBJECT: SAN JOAQUIN RESERVOIR QUITCLAIM DEED Enclosed is a recorded copy of the Quitclaim Deed (Reservoir and Ingress/Egress Easement) for your records. I included only the first page of the Agreement for Sale of San Joaquin Reservoir Capacity Right and Undivided Real Property Interests and Termination of Trust Agreement as your agency has previously received a fully conformed copy from MWD. Also enclosed is the recorded copy of the Quitclaim Deed with the City of Newport Beach dated March 14, 2001. Since ly, Leslie Bonkowski District Secretary Enclosure cc: Joan Arneson, BAW &G r-, Ms. LaVonne Harkless tiff City Clerk =, C7 City of Newport Beach 'j �: M 3300 Newport Boulevard P.O. Box 1768 ; < i">'1 Newport Beach, CA 92659 -1768 co �; v Dear Ms. Harkless SUBJECT: SAN JOAQUIN RESERVOIR QUITCLAIM DEED Enclosed is a recorded copy of the Quitclaim Deed (Reservoir and Ingress/Egress Easement) for your records. I included only the first page of the Agreement for Sale of San Joaquin Reservoir Capacity Right and Undivided Real Property Interests and Termination of Trust Agreement as your agency has previously received a fully conformed copy from MWD. Also enclosed is the recorded copy of the Quitclaim Deed with the City of Newport Beach dated March 14, 2001. Since ly, Leslie Bonkowski District Secretary Enclosure cc: Joan Arneson, BAW &G RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Bonkowski, Secretary �J Recorded in Official Records, County of Orange Gary Granville, Clerk- Recorder IIIIIIIIIIIIIIIIIIBI11IINIIIIIIIIIIIIIIIII1IIIIINO FEE 20010352812 09:41 am 05%31101 114 16 Q01 A04 3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 16 MAIL TAX STATEMENTS TO ADDRESS ABOVE -;-,7 Clerk (Space Above For Recorders Use) p`ed DOCUMENTARY TRANSFER TAX $ None - Tax Exern t No, ao. Computed on ull value of roe conveyed: rJ�''``" P property rtY Y Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED -- Essential to acquisition by Irvine Ranch Water a District (Government Code §6103) 'j P QUITCLAIM DEED e'v (City of Newport Beach) NF FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF NEWPORT BEACH, a municipal corporation ( "Owner'), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), all right title and interest conveyed to Owner by Instrument recorded in the Official Records of Orange County in Book 7161, page 116, on August 3, 1964, and by Instrument recorded in the Official Records of Orange County as Instrument No. 84- 107305, on March 14, 1984 and unrecorded instrument referenced therein, dated December 23, 1981. DATED: 7C_ Owner CITY OF NEWPORT BEACH By Mayor By �k0 71.-7K • I �UT� 4 Y City Clerk San Joaquin Reservoir co 0 O%� Eli ¢ �- N UO I �- W x i' F-w v U- W °o W � r^ U T LL� B O Owner CITY OF NEWPORT BEACH By Mayor By �k0 71.-7K • I �UT� 4 Y City Clerk San Joaquin Reservoir STATE OF CALIFORNIA COUNTY O'FORANGE n On tr `o.- C- ._ i,L4 , i O O 1 before me personally appeared personally Wn to me ) to be the o s) hose Warn (s /are nbed to the within in ument and acknowledged to me that he /sh the exe ted the Sameei their uthorized capacity 'es , and that his/her =heii ignatur (s on th trument the persons or the Ity upon behalf of whit the perso (s acted, executed the i strument. � and offi lal seal. Signature (SEAL) 0188 CATHY FISHER Commission # 1174329 i NotaryPublic- California_ Orange county My Comm. Bpkes Feb21, 2(1112 3 San Joaquin Reservoir 0 • IRVINE RANCH WATER DISTRICT CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by deed or grant dated March 14, 2001 from the City of Newport Beach is hereby accepted by the undersigned officer on behalf of the Board of Directors pursuant to authority conferred by Resolution No. 1965 -36 of the Board of Directors, adopted on October 6, 1965, and the grantee consents to recordation thereof by its duly authorized officer. Date: May 18, 2001 IRVINE RANCH WATER DISTRICT Secretary to the Board of Directors (6 0 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Bonkowski, Secretary Recorded in Official Records, County of Orange Gary Granville, Clerk- Recorder I II�II�II0IIA11111I I III 111191111111 NO FEE 20010352814 09:41am 05131101 114 16 Q01 Al2 A04 80 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) CJcrk DOCUMENTARY TRANSFER TAX $ None - Tax Exempt 3 Computed on full value of property conveyed: Computed on full value less the value of liens or P - • — encumbrances thereon remaining at time of sale �b FREE RECORDING REQUESTED - Essential to acquisition by Irvine Ranch Water q District (Government Code §6103) ,/ F QUITCLAIM DEED (Reservoir and Ingress /Egress Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended)( "Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), all right title and interest in That certain real property described in Exhibit "A" and depicted on Exhibit "B ", which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon , capacity therein and rights to all native inflow to the Reservoir from the lands tributary to the Reservoir (collectively, the "San Joaquin Reservoir Property"). The San Joaquin Reservoir Property granted hereby is conveyed free of the trust established by that certain San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 ( "Trust Agreement'), which trust has been revoked by the consent of all parties to said agreement. In accordance with and subject to the terms and conditions of the AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT, dated as of March /, ,2001, including, but not limited to, the repurchase option set forth therein, Owner, as trustee under the terminated Trust Agreement, makes this conveyance by express direction of the settlors and beneficiaries of said revoked trust, for the purpose of distributing trust property. DATED: Owner �T v THE METROPOLITAN WATER DISTRICT OF ' q LL '< SOUTHERN CALIFORNIA ILL! q `c N - By LLI r M. ner 1 M nager G San Joaquin Reservoir 0 0 The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: WATER DISTRICT THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir 0. 0 The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA X CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir r i The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary CITY OF HUNTINGTON BEACH G, A! HU i T Cid, tw i''y AV''Lcrney By- N�puiy 'City A;orrey By May By G� City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk San Joaquin Reservoir 0 0 The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH Mayor By &�nL M • da-t- iXL1)2,; City Clerk 2 San Joaquin Reservoir • . 0 MESA CONSOLIDATED WATER DISTRICT BY - 0/4i Pre 'dent By — Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary San Joaquin Reservoir • • MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President Paul P. Freeman By Secretary Renee M. Hinch SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir • . • MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH ST WATE✓ STR CT By le President < By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir 0 . • MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary TH By By 3 San Joaquin Reservoir a • �t: A� 1004 -23 -30 1004 -23 -31 1004 -24-7 1004 -25 -1 San Joaquin Reservoir Quitclaim Deed MWD & MWD, as Trustee To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1, Parcel 2, and Parcel 3 by Grant Deed recorded July 03, 1980 as Instrument No. 4927 in Book 13656, page 12, and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 85- 323204, and conveyed to The Metropolitan Water District of Southern California, a public corporation recorded August 28, 1985 as Instrument No. 85- 323188 and conveyed to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No. 4928 in Book 13656, page 25 Instrument No. 4929 in Book 13656, page 30 Instrument No. 4930 in Book 13656, page 35 Instrument No. 4931 in Book 13656, page 40 Instrument No. 4932 in Book 13656, page 45 Instrument No. 4933 in Book 13656, page 50 Instrument No. 4934 in Book 13656, page 55 Instrument No. 4935 in Book 13656, page 60 and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No. 85- 323205 Instrument No. 85- 323206 Instrument No. 85- 323207 Instrument No. 85- 323208 Instrument No. 85- 323209 Instrument No. 85- 323210 Page 1 of 2 a 100423 -30 1004 -23 -31 1004247 1004 -25 -1 San Joaquin Reservoir Quitclaim Deed MWD & MWD, as Trustee To Irvine Ranch Water District Instrument No. 85- 323211 Instrument No. 85- 323212 and as conveyed by document recorded November 24, 2000 as Instrument No. 20000648268 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION r (Peter G iseman P.L.S. 6241 /-Z Date SAwordshu\petgw\\ cgcA1.dm Page 2 of 2 December 12.2000 12/12/00 BG PREPARED UNDER MY SUPERVISION Pe . Wiseman P.L.S. 6241 DATE lsvnwljoaquin /row /exhiblJoaquin 1. dgn EXHIBIT B PAGE 2OF5 IS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTIC A PORTION OF BLOCK 97 & 98 IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE STATE OF CALIFORNIA ffift PARCEL 1 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656/12, REC. 07.03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07 -03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST. NO. 4930 O.R. 13656135, REC. 07-03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07-03 -1980 INST NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07-03 -1980 INST. NO. 85- 323204 O-A, REC. 08 -28 -1985 INST. NO. 853232050.R., REC. 08-28 -1985 / INST. NO. 85- 323206 O.A., REC. 08-28 -1985 / INST. NO. 85323207 O.R., REC. 08-28 -1985 / INST. NO. 85323208 O.R., REC. 08-28 -1985 / INST. NO. 85323209 O.R., REC. 08 -28 -1985 / INST. NO. 85323210 O.R., REC. 08-28 -1985 / INST. NO. 85323211 O.R., REC. 08-28 -1985 / INST. NO. 85323212 O.R., REC. 08-28 -1985 / LEGEND QUITCLAIM ® 1004 -25 -1 i NO SCALE I THE METROPOLJTAN WATER DISTRICT I OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED M.W -D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 1004.25 -1 12112100 BG EXHIBIT B PAGE 3 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION r 44 SEE PAGE 4 •. 'pQI' N NO SCALE \\ c / > 0 / 0 \ \ / / / / / C low A INST. NO. 85-323188 O.R., REC. 08 -28 -1985 PARCEL 3 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656/12, REC. 07 -03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST NO. 4930 O.R. 13656135, REC. 07.03 -1980 ME NO. 4931 O.R. 13656141, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07. 031980 INST. NO. 4933 O.R. 13656150, REC, 07 -03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07-03 -1980 INST NO. 85323204 O.R., REC. 08- 28.1985 INST. NO. 85. 323205 O.R., REC. 08 -28 -1985 INST. NO. 85- 323206 O.R., REC. 08-28-1985 INST. NO. 85223207 O.R., REC. 08 - -28-1985 MST NO. 85-323208 O.R., REC. 08 -28 -1985 INST. NO. 85323209 O.R., REC. 08 -28 -1985 INST. NO. 85323210 O.R., REC. 08 -28 -1985 INST. NO. 85323211 O.R., REC. 08 -28 -1985 INST. NO. 85-323212 O.R., REC. 08 -28 -1985 INST. NO. 20000646268 O.R. REC. 11 -29-00 SAN JOAQUIN RESERVOIR 100425.1 LEGEND .. QUITCLAIM 1004 -23 -30 (PORTION) 't 1004 -25 -100 PREPARED UNDER ecDvP THE MOF SOUTHERN CALIFORNIARICT MY SUPERVISION ? 4, �' F� J Peter DATE Isvtrwleoctdr2 /row /exhib/9uitclaim 1.dgn No. SAN JOAQUIN RESERVOIR QUITCLAIM DEED M.W.D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 1004 -2330 & 1004 -25 -100 12112100 BG EXHIBIT B A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION 19 NO SCALE LEGEND FEE PREPARED UNDER MYSUPERVISION DATE QUITCLAIM & 1004 -23-30 & 31 Isvmvleocid2lrowlexhib /quitclaim 1. dgn PAGE 4OF5 INST. NO. 85323188 O.R., REC. 08 -28 -1985 PARCEL 3 & 4 OF THE FOLLOWING: INST. NO. 85323204 O.R., REC. 08-28 -1985 INST. NO. 85-323206 O.R., REC. 08-28 -1985 INST. NO. 85-323206 O.R., REC, 08-28 -1985 INST. NO. 853232070.8., REC. 08.28 -1985 INST. NO. 85323208 O.R., REC. 08-28 -1985 INST. NO. 85-323209 O.R., REC. 08.28 -1985 INST NO. 85323210 O.R., REC. 08 -26 -1985 INST. NO. 85323211 O.R.; REC. 08 -28 -1985 INST. NO. 85-323212 O.R., REC. 08.28 -1985 PARCEL 3 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656/1$ REC. 07-03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07-03 -1960 INST. NO. 4930 O.R. 13656135, REC. 07.03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07.03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07.03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07.03 -1980 O ; lkv 'J GO 12/12/00 BG EXHIBIT B PAGE 5 OF 5 TRACT NO. 9858, M.M. 43611 -7, CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION NO SCALE / 6 Zq°�3 �• 1 it y 1 :1 o core � 92 •,�t +Nl IlrDd i CN ! INST. NO. 85-323188 O.R., REC. 08 -28 -1985 /Y 20 O �1 PARCEL 2 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656/12, REC. 07-034980 �,p INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 you 0 f� INST. NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST. NO. 4930 O.R. 13656135 REC. 07.03 -1980 _ '£y INST. NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 3- INST. NO. 4933 O.R. 13656150, REC. 07-03 -1980 is G+ a INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 •y+ �+ p INST. NO. 4935 O.R. 13656160, REC. 07.03 -1980 E INST. NO. 85-323204 O.R., REC. 08-28 -1985 :0 / .;' INST. NO. 85323205 O.R., REC. 08 -28 -1985 i INST. NO. 85-3232060.R., REC. 08- 28.1985 INST. NO. 853232070.R., REC. 08.28 -1995 •' — ;� INST. NO. 853232080.R., REC. 08 -28 -1985 G i INST. NO. 85323209 O.R., REC. 08- 28.1985 INST. NO. rn I ; INST. NO. &&,??23211 O.R., REC. 08-28 -1985 INST. NO. 85323212 D.R., REC. 08- 28.1985 LEGEND M QUITCLAIM & 1004 -247 PREPARED UNDER MY SUPERVISION DATE Isvnw /Joaquin /rowlexhibijoaquin 5. dgn 12112/00 BG IRVINE RANCH WATER DISTRICT CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by deed or grant dated March 22, 2001 from The Metropolitan Water District of Southern California, Irvine Ranch Water District, The Metropolitan Water District of Southern California, City of Huntington Beach, City of Newport Beach, Mesa Consolidated Water District, Laguna Beach County Water District, South Coast Water District, and The Irvine Company is hereby accepted by the undersigned officer on behalf of the Board of Directors pursuant to authority conferred by Resolution No. 1965 -36 of the Board of Directors, adopted on October 6, 1965, and the grantee consents to recordation thereof by its duly authorized officer. Date: May 18, 2001 IRVINE RANCH WATER DISTRICT xz� eo)"I-�3�za e fie Bonkowski Secretary to the Board of Directors AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into as of this 1st day of March, 2001, by and among IRVINE RANCH WATER DISTRICT ( "IRWD" or "Buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act ( Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ( "HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ( "MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ( "LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ( "SOUTH COAST' herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ( "TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); 0 COLLECTIVE DEFENSE AGREEMENT This Collective Defense Agreement ( "Agreement ") is made and entered into as of this / 5t day of March , 2001, by and among the IRVINE RANCH WATER DISTRICT, a California water district formed and existing pursuant to the California Water District Law ( "IRWD "), and any of the following listed parties who have executed both this Agreement and that certain agreement entitled "AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT' in substantially the form attached hereto as Exhibit "A" ( "Sale Agreement "), unless the execution of the Sale Agreement has been enjoined or stayed by a court of appropriate jurisdiction and such injunction or stay remains in effect (collectively, "Sellers "): THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act ( Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ( "HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ( "MESA" herein), organized, existing and operating pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); Ll LAGUNA BEACH COUNTY WATER DISTRICT ( "LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ( "SOUTH COAST" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ( "TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); RECITALS: A. IRWD and the Sellers, as owners of interests in the San Joaquin Reservoir ( "Reservoir"), have entered into, or have executed, subject to execution by any of the parties thereto which have not yet signed, the Sale Agreement, providing for the sale to IRWD by the Sellers of all of their respective undivided ownership and capacity interests and all of their rights, title and interest in and to the Reservoir. B. On December 18, 2000, IRWD approved the execution of the Sale Agreement, approved a project to convert the Reservoir to a reclaimed water storage reservoir and adopted certain proceedings relating to such approvals under the California Environmental Quality Act (CEQA). C. On or about January 22, 2001, a petition for writ of mandate and complaint for declaratory and injunctive relief was filed in the Superior Court entitled DEFEND THE BAY, Petitioner and Plaintiff, v. IRVINE RANCH WATER DISTRICT et al., Respondents 2 • • and Defendants, and MESA CONSOLIDATED WATER DISTRICT; MET`I�OPOLITAN WATER DISTRICT, CITY OF HUNTINGTON BEACH; LAGUNA BEACH COUNTY WATER DISTRICT; THE IRVINE COMPANY; SOUTH COAST WATER DISTRICT; CITY OF NEWPORT BEACH, et al., Real Parties in Interest, Case Number OCSC 01 CCO1034 (the "Action "). The Action seeks review of the above - described approvals on the grounds of noncompliance with CEQA. D. The parties signatory to this Agreement acknowledge that they have a common interest in completing the transaction for the sale of the Reservoir and a common interest in defending the Action. The Sellers signatory to this Agreement have a common interest in avoiding or minimizing the expense of defending the Action. The signatory parties are not aware of a basis for a conflict of interest in participating in a collective defense of the Action. E. The parties signatory to the Agreement have considered their potential individual exposure, defense costs and other matters and have concluded that it is in their individual best interests to enter into this Agreement for the collective defense of the Action. NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, DO AGREE AS FOLLOWS: 3 0 SECTION 1. Additional Parties. The parties hereto agree that any entity listed as a prospective Seller above, who has not signed this Agreement, may become a party hereto by executing this Agreement and, unless precluded as described in the preamble to this Agreement, by executing the Sale Agreement. SECTION 2. Confidentiality. Each of the parties hereto agrees to maintain in strict confidence any nonpublic information, including, but not limited to, any information related to this Agreement and protected by the work product or attorney- client privileges, it receives in any form relating to the subject matter of this Agreement or the Action. Each of the parties desires to maintain all information distributed to and among the parties and the parties and counsel as confidential and protected by the attorney - client and official information privileges. SECTION 3. Defense. IRWD agrees to defend each party who has become a "Seller" in the manner described hereinabove, in the Action, including any appeal thereof or any related actions filed with respect to additional CEQA proceedings taken by IRWD if the same are ordered in the Action. IRWD shall have the right to determine the theories on which it will provide the defense of the Action, to pursue or not pursue any substantive or procedural matter in the Action, including any appeal thereof or any related actions filed with respect to additional CEQA proceedings taken by IRWD that may be ordered in the Action, and to approve or not approve any settlement of the Action. The foregoing notwithstanding, any party shall have the right to withdraw from P 0 this Agreement, at any time and for any reason, and, in that event, the withdrawing party shall no longer be included in the collective defense. SECTION 4. Costs and Expenses. All costs and expenses related to this defense, including the expense of satisfying or complying with any relief ordered against Sellers in the Action, and any attorneys' fees incurred by IRWD in the legal representation of Sellers pursuant to this Agreement, shall be paid by IRWD. IRWD shall also bear all costs and expenses of preparing any additional CEQA documentation that may be required pursuant to the Action. SECTION 5. Legal Counsel. The parties hereto recognize and acknowledge that the law firm of Bowie, Arneson, Wiles & Giannone has been retained by IRWD to provide the collective representation under this Agreement. The parties further acknowledge that under the rules of professional conduct of attorneys, counsel may not represent two or more parties whose interests conflict or are adverse or may become adverse, without the consent of each such party. Each of the parties hereto hereby expressly represents that it has made such investigation of potential conflicts of interest and sought such independent legal advice as it deems necessary in order to make an informed decision concerning any actual or potential adverse effects of joint representation of it by counsel retained by IRWD. Each of the parties hereto expressly consents to its representation by legal counsel designated by IRWD. In giving such consent, each of the parties acknowledges and understands that counsel retained by L7 0 0 IRWD to provide the collective defense may have represented, or may currently or in the future represent, IRWD or other parties with interests adverse to such consenting party's interests in other matters not involved in the Action. Each of the parties hereby further agrees and consents to the continued representation by said legal counsel designated by IRWD notwithstanding such party's withdrawal pursuant to Section 3 hereof, and hereby waives any right to disqualify said counsel from continuing to provide the collective defense for the remaining parties. This consent is conditioned upon IRWD's reasonable efforts to keep counsel designated by the signatory parties sufficiently informed to enable such counsel to advise their respective client signatory parties regarding the existence and scope of any conflicts of interest that may arise among signatory parties. SECTION 6. Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Each signing party has caused this Agreement to be executed on its behalf by its duly authorized officers and represents and warrants that the officers so executing have been duly authorized to enter into this Agreement on behalf of the party for whom they execute. This Agreement shall be effective as of the date when it has been signed by IRWD and any one or more of the other parties listed in the preamble hereof who have also executed the Sale Agreement unless execution of the Sale Agreement is precluded in the manner described in said preamble. 9 0 0 IN WITNESS WHEREOF, the parties have executed this Agreement. IRVINE RANCH WATER DISTRICT By �n L- Pres d nt ecretary APPROVED AS TO FORM: (SEAL) 76sel for IRWD THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN 0 IN WITNESS WHEREOF, the parties have executed this Agreement. IRVINE RANCH WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for IRWD THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By ,(n„G era anager 0 APPROVED AS TO FORM: Secretary (SEAL) Counsel for METROPOLITAN APPROVED AS TO FORM: 0 CITY OF HUNTINGTON BEACH '� I By / /ir+�ccP �iux�u City Clerk S�jLfo� U (SEAL) City Attorney CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: lu.y' , City Attorney APPROVED AS TO FORM: City Attorney APPROVED AS TO FORM: City Attorney 9 9 CITY OF HUNTINGTON BEACH By Mayor By City Clerk (SEAL) CITY OF NEWPORT BEACH By Mayor 0 City Clerk (SEAL) 0 0 MESA CONSOLIDATED WATER DISTRICT Pradident By i Secretary APPROVED AS TO FORM: Bow; e, /twssrxv, w1 12s A �A,,>verot 401-/409---- (SEAL) Counsel for MESA LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA • APPROVED AS TO FORM: Counsel for MESA MESA CONSOLIDATED WATER DISTRICT By President By Secretary (SEAL) LAGUNA BEACH COUNTY WATER DISTRICT By *pv, President Paul P. Freeman By Secretary Renae M. Hinchey APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA Paula E. Meyer 0 APPROVED AS TO FORM: SOUTH CO T WATER DISTRICT By I� President By 1�• A Secretary (SEAL) Cildrisel or SOU COAST APPROVED AS TO FORM: Counsel for TIC 71811 F4] THE IRVINE COMPANY m a Chick W. Willette Senior Vice President Peter Changala Vice President (SEAL) APPROVED AS TO FORM: Counsel for SOUTH COAST APPROVED AS TO FORM: Counsel for TIC ]1911 10 SOUTH COAST WATER DISTRICT By President By Secretary (SEAL) THE IRVINE COMPANY By . f� Chick aWillette Senior Vice President By Peter Changala Vice President (SEAL) 0 0 AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into this day of , 2001, by and among IRVINE RANCH WATER DISTRICT ( "IRWD" or "Buyer' herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Slats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ( "HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ( "MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ( "LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ( "SOUTH COAST' herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ( "TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); EXHIBIT A 0 RECITALS 0 A. The parties hereto are the parties to the San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 (the Second Amendatory Agreement has never become operative under Section 14 thereof) (collectively, "Trust Agreement"), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of the San Joaquin Reservoir, consisting of certain real property, an open water reservoir and certain pipeline facilities and appurtenances located at or near the terminus of the East Orange County Feeder No. 2 in Orange County, California. Said property and facilities are collectively referred to as the Reservoir, and the real property is more particularly described in Exhibit "A" and depicted on Exhibit "B," which exhibits are attached hereto and incorporated herein by this reference. B. Concurrently with the execution of the Trust Agreement, IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST and TIC (collectively, the "Owners ") granted to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, to be held and administered by METROPOLITAN, as Trustee, for the benefit of the Owners. The Trust Agreement and the trust therein created was irrevocable for a period of 60 years or until an earlier date established by mutual written agreement of all of the parties thereto then holding 0 0 ownership interest in the Reservoir. C. The capacity allocation (in acre feet) and percentage ownership of each of the Owners under the Trust Agreement is set forth in the following table: Owner Irvine Ranch Water District Mesa Consolidated Water District City of Huntington Beach Metropolitan Water District Laguna Beach County Water District The Irvine Company South Coast Water District City of Newport Beach Capacity Allocation Percentage Acre Feet Ownership 1,411 46.26% 583 19.11 400 13.11 300 9.84 156 5.12 64 2.10 50 1.64 86 2.82 TOTAL 3,050 100.00% The capacity allocation in acre feet shown in the foregoing table reflects the capacity of the Reservoir prior to reconfiguration to repair a portion of the side slope. Notwithstanding the reduction of capacity resulting from the reconfiguration, the transaction effected by this Agreement will be based on the pre - reconfiguration capacity. D. METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST AND TIC (collectively, the "Sellers ") desire to sell to IRWD, as Buyer, and IRWD desires to purchase, all of the Sellers' respective undivided r 0 0 ownership and capacity interests and all of their rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, upon the terms set forth herein. E. The Owners desire to terminate the Trust Agreement and the trust therein created. F. The Reservoir is connected to the water transmission facility known as East Orange County Feeder No. 2 ( "EOCF #2 "), by means of portions of such transmission facility (generally, the portions of "Reach 4" extending from the Irvine Cross interconnection Structure and OC-44 to the Reservoir), which function as inlet and outlet pipelines and appurtenances (the "Inlet/Outlet Facilities "), allowing the Reservoir to be operated as part of METROPOLITAN's treated water distribution system. EOCF #2 was constructed under a joint powers agreement entered into on July 11, 1961, by and among METROPOLITAN, Municipal Water District of Orange County ( "MWDOC "), the former Coastal Municipal Water District ( "COASTAL "), the City of Anaheim and the City of Santa Ana. G. METROPOLITAN, as an owner under such joint powers agreement, and HUNTINGTON BEACH, NEWPORT BEACH, MESA and IRWD, as assignees of capacity owned by MWDOC and /or COASTAL, own capacity in the Inlet/Outlet Facilities. In particular, MWDOC assigned capacity in Reach 4 to IRWD (27 cfs; 4 • 0 agreement dated September 11, 1961), MESA (9 cfs; agreement dated March 14, 1963), and HUNTINGTON BEACH (5 cfs; agreement dated July 24, 1962). COASTAL assigned capacity in Reach 4 to IRWD (0.6 cfs; agreement dated July 1, 2000), MESA (2.8 cfs; agreement dated July 1, 2000), and NEWPORT BEACH (6.6 cfs; agreement dated July 1, 2000). Additional capacity in Reach 4 is owned by METROPOLITAN and held for the benefit of MWDOC, as successor to COASTAL. Following IRWD's proposed conversion of the Reservoir to a reclaimed water storage facility, the Inlet/Outlet Facilities will have no further use as part of the treated water system, except as described in the following recital, and METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH and MESA wish to convey their interests in the Inlet/Outlet Facilities to IRWD as part of the conveyance of their interests in the Reservoir. H. IRWD and METROPOLITAN intend to enter into a separate agreement to provide for METROPOLITAN's continuing use of the Inlet/Outlet Facilities for the purpose of for rejection of water from EOCF #2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN or an alternate method acceptable to METROPOLITAN. /// /// 61 0 0 OPERATIVE AGREEMENTS SECTION 1. TERMINATION OF TRUST. a. Trust Agreement. The Trust Agreement is hereby terminated, effective upon the Closing (defined below). b. Trust. The trust created by the Trust Agreement is hereby revoked and terminated, effective upon the Closing. METROPOLITAN is hereby authorized and directed to quitclaim and deliver to IRWD all of METROPOLITAN'S right, title and interest in the Reservoir, including the real property upon which it is constructed, free of the trust. The foregoing quitclaim shall be delivered in accordance with Section 2; provided, the Purchase Price, as defined therein, shall not include any amount for the undivided Reservoir and Reservoir capacity interests beneficially owned by IRWD. C. Release of METROPOLITAN's From Responsibilities as Trustee. All of the parties agree that METROPOLITAN shall have no further obligations as Trustee upon the termination of the Trust Agreement and revocation and termination of the trust. The parties agree that upon the Closing, METROPOLITAN shall be released from any further duties as Trustee under the Trust Agreement or the trust. !3 • SECTION 2. SALE OF OWNERSHIP AND CAPACITY INTERESTS. a. Purchase Price. The price to be paid by IRWD to the Sellers for their ownership and capacity interests is $360.00 per acre foot, computed on the basis of the pre- reconfiguration acre -foot capacities of the Reservoir as set forth in the table below. Concurrent with execution of this Agreement, IRWD shall deposit with METROPOLITAN the sum of $590,040.00 (the 'Purchase Price "). The Purchase Price shall be deposited in the form of separate checks made payable to the respective Sellers in the following amounts: Owner Capacity Allocation Purchase Price Acre Feet Distribution Mesa Consolidated Water District 583 $209,880.00 City of Huntington Beach 400 144,000.00 Metropolitan Water District 300 108,000.00 Laguna Beach County Water District 156 56,160.00 The Irvine Company 64 23.040.00 South Coast Water District 50 18,000.00 City of Newport Beach 86 30.960.00 TOTAL 1,639 $590,040.00 b. Closing. Concurrent with the execution of this Agreement, METROPOLITAN, as Trustee, and each Owner, as a settior and beneficiary of the revoked trust, shall execute and deposit with METROPOLITAN the quitclaim deed in the form attached 7 E 0 hereto as Exhibit "C," which exhibit is attached hereto and incorporated herein by this reference. Quitclaim deeds executed by METROPOLITAN, TIC and NEWPORT BEACH in the forms attached hereto as Exhibits "D," "E," and "F," respectively, which exhibits are attached hereto and incorporated herein by this reference, shall also be deposited with METROPOLITAN. Upon receipt of the Purchase Price in accordance with paragraph (a) and the quitclaim deeds, METROPOLITAN shall deliver to each Seller its respective Purchase Price distribution and shall record the quitclaim deeds ( "Closing "). In accordance with SECTION 4(b), METROPOLITAN shall simultaneously distribute to the parties, in the proportions to which they are entitled, any unspent funds held at the date of Closing pursuant to the Trust Agreement. SECTION 3. INTERESTS CONVEYED. a. Interests Conveyed to IRWD. The following interests shall be conveyed to IRWD by means of the above - referenced deeds attached as Exhibits "C," "D," "E," and 7": i. Reservoir property described in Exhibit "A" and depicted on Exhibit "B," including the dam, all buildings, structures, improvements and all appurtenances, all of the Reservoir capacity and storage rights and rights to all native inflow from the lands tributary to the Reservoir; ii. right -of -way easement from Ford Road to EOCF #2, and from EOCF #2 to Ridgeline Drive, as described in Exhibit "A" and depicted on Exhibit "B;" iii, pipeline easements and improvements therein comprising the K 0 0 Inlet/Outlet Facilities, including the 54 -inch inlet and 60 -inch outlet and all appurtenant structures, from the Reservoir to the northwesterly boundary of Parcel "E" conveyed to IRWD by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964 [Exhibit "U' l; iv. Title Curative Conveyances. 1. Boundary Correction. It has been discovered that in the course of certain prior conveyances and reconveyances of the Reservoir land that were made to establish trust interests and correct title matters, a small rectangular parcel was inadvertently deleted and was retained by TIC, forming a notch in the Reservoir boundary as depicted in Exhibit "E." This parcel has been considered and used as part of the Reservoir, As part of the consideration for the Purchase Price, TIC agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "E" conveying this parcel to IRWD. 2. NEWPORT BEACH Interests. NEWPORT BEACH's interests in the Reservoir were recorded in certain instruments in addition to the trust conveyances. As part of the consideration for the Purchase Price, NEWPORT BEACH agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "F" releasing these interests to IRWD. V. Assignment of Portion of Easement Rights. METROPOLITAN shall execute an assignment in the form attached hereto as Exhibit "G," which exhibit is L9 0 0 attached hereto and incorporated herein by this reference, assigning to IRWD non- exclusive rights to install and maintain pipelines within Parcels "C" and "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964. b. Right -of -Entry by IRWD to METROPOLITAN. In further consideration for the conveyances to IRWD herein, IRWD agrees to provide METROPOLITAN with a right -of -entry over the access easement from Ford Road to EOCF #2, described and depicted in Exhibit "C." C. Cooperation by METROPOLITAN and IRWD. The foregoing conveyances notwithstanding, it is acknowledged by IRWD that METROPOLITAN desires to continue to use the Reservoir for rejection of water from EOCF #2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN. IRWD agrees to either provide for METROPOLITAN's use of the Reservoir and existing inlet or outlet facilities for such purpose or an alternate method acceptable to METROPOLITAN. METROPOLITAN agrees not to unreasonably withhold its approval of any such alternate method. IRWD shall bear the cost of constructing any facilities needed to transmit and receive the rejected water, provided, IRWD shall not be required to buy or return the rejected water. d. Abandonment of OC -57. The Inlet/Outlet Facilities include the service connection structure known 10 0 0 as OC -57. OC -57 shall be abandoned by IRWD. METROPOLITAN shall be entitled to salvage any portion of OC -57 upstream of the downstream end of the meter, and IRWD shall be entitled to salvage any portion of OC -57 downstream of the downstream end of the meter. METROPOLITAN and IRWD shall process a termination of the service connection agreement between METROPOLITAN and IRWD pertaining to OC -57. SECTION 4. CONDITIONS. a. Assumption of Operation. Maintenance and Capital Expenses. As of the Closing, IRWD shall assume all responsibility for operation, maintenance, repair, replacement, modification and improvement of the Reservoir. b. Distribution of Unspent Funds. Upon Closing, METROPOLITAN shall return to the Owners their respective shares of all funds deposited by the Owners or held by METROPOLITAN on such date in any Trust Accounts pursuant to Section 6 of the Trust Agreement, less amounts owed by METROPOLITAN for work performed prior to the Closing and METROPOLITAN's accrued overhead computed pursuant to Section 6b(i) of the Trust Agreement. C. Property "As -is:" Release of Sellers. IRWD has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to IRWD as described in Section 3(a), as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as -is" in its present state and 11 0 � ] condition. METROPOLITAN has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to METROPOLITAN, as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as -is" in its present state and condition. To each Owner's actual knowledge, except with regard to storage and use of chlorine, there has not occurred on the Reservoir property any release of hazardous or toxic materials. d. Costs. Each party shall bear its own legal and other costs, in conjunction with the transactions contemplated herein. IRWD and METROPOLITAN shall each pay its own costs of any title insurance it elects to obtain. e. Termination of Related Agreements. i. Memorandum of Understanding: The Memorandum of Understanding, dated September 19, 1990, entered into by all of the parties to this Agreement with respect to certain capital improvement work to be accomplished at the Reservoir, is hereby terminated, effective upon the Closing. ii. Purchase and Sale Agreements: Any Purchase and Sale Agreements entered into as of July 1, 1990, by METROPOLITAN and any Local Owners (as that term is defined in said Memorandum of Understanding), in conjunction with the transactions contemplated in the Memorandum of Understanding and the Second 12 0 0 Amendatory Agreement to the Trust Agreement, are hereby terminated, effective upon the Closing. iii. Agency Agreement: The Agency Agreement - San Joaquin Reservoir Slope Repair, dated December 26, 1995, entered into by IRWD, as agent, with all of the other parties hereto (except TIC) with respect to the slope repairs to the Reservoir, is hereby terminated, effective upon the Closing. f. Indemnitv. Sellers and their respective employees, officers, directors, shareholders, agents and representatives, and each of their respective successors and assignees (collectively, the "Indemnitees ") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by the improvement, maintenance, or use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof, including, without limitation, any loss, damage, injury or claim arising from and proximately caused by any defect in the design, construction of, or material in the improvements, any defect in soils or in the preparation of soils or in the design and accomplishment of grading with respect to the improvements, any act or omission of IRWD or any of its agents, employees, licensees, invitees or contractors, or any other cause whatsoever in connection with IRWD's use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof. IRWD hereby waives on its behalf all claims and demands against the Indemnitees for any such loss, damage, or injury of IRWD, and agrees to indemnify, 13 E 0 defend and hold harmless the Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claims, whether incurred or made by IRWD or any other person(s). Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless with respect to any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of an Indemnitee. Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless from any claims related to the improvement, maintenance, or use of the interests or rights retained by METROPOLITAN, its successors or assigns pursuant to Section 3(a)(v), 3(b) or 3(c). SECTION 5. OPTION TO REPURCHASE. a. Option to Repurchase in the Event of a Modification. This Section 5 shall apply in the event IRWD (i) uses the Reservoir for a use inconsistent with the storage of water or (ii) permanently ceases to use the Reservoir or (iii) conveys the real property on which the Reservoir is constructed for other than water - storage purposes (any of the foregoing is hereinafter referred to as a "Modification "). Any IRWD use of the property incidental to or in addition to use of the Reservoir for water storage shall not constitute a Modification. In the event IRWD proposes a Modification, IRWD may ascertain whether any reversionary right will be if 0 0 asserted as a result of the Modification, and if so, whether IRWD desires to negotiate a relinquishment of such reversionary right. If a relinquishment is negotiated or the Modification will not result in the accrual or exercise of a reversionary right, IRWD shall notify each Seller of the proposed Modification, and each Seller shall have an option to repurchase its ownership and capacity interest sold to IRWD pursuant to Section 2(a) above, in the manner set forth in this Section. b. Repurchase Price and Terms The repurchase price shall be equal to the sale price set forth in Section 2(a) for the repurchasing Seller's interests, increased by the change in the Engineering News Record Construction Cost Index for the Los Angeles Area from the Closing to the date of exercise of the repurchase option, plus the Seller's proportionate share of any cost for the relinquishment of reversionary rights, as computed by IRWD. The repurchase option shall be subject to all matters affecting title which are existing on the date of exercise of the option and any matters affecting title which are thereafter created, made, assumed or consented to by IRWD. Exercise of a repurchase option shall constitute the repurchasing Seller's consent and agreement to the proposed Modification, including any disposition of property proposed in the Modification, and the repurchasing Seller agrees to promptly execute and deliver all documents as IRWD reasonably requests from time to time to effectuate and operate the Modification. Exercise of a repurchase option shall also constitute the repurchasing Seller's warranty that it has the legal authority to participate in the Modification. To the extent the Modification produces net revenue /net expense from disposition or use of the property, 15 0 the net revenue /net expense shall be divided among IRWD and the repurchasing Sellers on a monthly basis in proportion to their interests. For purposes of this Section, "net revenue /net expense" shall include all proceeds, revenues, credits and consideration of every kind and nature received directly or indirectly by IRWD from such disposition or use, less costs incurred by IRWD (using normal IRWD accounting cost allocations, consistently applied, for similar projects), in negotiating, planning, financing, constructing, operating, and (if applicable) disposing of, the property. C. Exercise of Option. Any Seller electing to exercise the repurchase option shall exercise it by giving written notice to IRWD, accompanied by payment of the repurchase price, within ninety (90) days of the notice to the Sellers given by IRWD pursuant to Section 5(a). IRWD and the repurchasing Sellers shall divide any escrow fees in proportion to their post - closing percentage interests. The repurchasing Sellers shall pay for documentary tax stamps, recordation of their respective deeds and for any title insurance they desire to obtain. d. Term. This Section shall become effective upon the Closing and remain in effect until the date that the Trust Agreement would have remained in effect had it not been terminated by this Agreement; provided that this Section shall continue in effect as to any repurchase option which has accrued prior to such date and which is exercised. 16 0 0 SECTION 6. MISCELLANEOUS. a. Interpretation. All of the parties have negotiated the provisions of this Agreement with the assistance of their respective counsel. Accordingly, the parties waive the effect of California Civil Code Section 1654 or any other statute or common law principle of similar effect which interprets uncertainties in a contract against the party who drafted the contract. b. No Waiver. No failure of any party to exercise any power given that party under this Agreement or to insist on strict compliance by the other party to its obligations, and no custom or practice of the parties in variation with the terms of this Agreement will constitute a waiver of any party's right to demand exact compliance with the terms of this Agreement. G. Successors and Assigns. The provisions of this Agreement will be binding on and will inure to the benefit of the parties and their respective heirs, successors, and assigns. d. Counterparts. This Agreement may be executed in one or more counterparts. Each will be deemed an original and all, taken together, will constitute one and the same instrument. e. Notices. Any notice, request, demand, consent, approval or other communication 17 0 required or permitted pursuant to this Agreement or by law shall be validly given or made only if in writing and delivered in person or seventy-two (72) hours after deposit in the United States mail, duly certified or registered (return receipt requested), postage prepaid, and delivered (in the case of personal delivery) or addressed (in the case of mail delivery) to the party for whom intended, as follows: If to IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619 -7000 Attention: General Manager If to METROPOLITAN: The Metropolitan Water District of Southern California 700 North Alameda Street P.O. Box 54153 Los Angeles, CA 90054 -0153 Attention: General Manager If to HUNTINGTON BEACH: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attention: City Manager If to NEWPORT BEACH: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659 -1768 Attention: City Manager If to MESA: Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attention: General Manager 18 0 0 If to LAGUNA: Laguna Beach County Water District 306 Third Street P.O. Box 987 Laguna Beach, CA 92652 Attention: General Manager If to SOUTH COAST: South Coast Water District 31592 West Street South Laguna, CA 92677 Attention: General Manager If to TIC: The Irvine Company 550 Newport Center Drive Newport Beach, CA 92663 Attention: Chick W. Willette Any party may substitute a different address for its above - stated address by giving written notice to the other parties in the manner herein provided. f. Authority. Each of the undersigned represents and warrants to the other parties hereto that they have the authority to bind the party on behalf of whom they sign. Each of the undersigned represents that it has all requisite authority to perform each of its obligations hereunder. g. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. All prior agreements, representations, negotiations and understandings of the parties are superseded and merged in this Agreement. This Agreement shall be amended only in writing executed by all parties. h. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any 11M 0 E person, other than the parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision. This Agreement and each condition and provision is intended to be for the sole and exclusive benefit of the parties and their respective successors and assigns, and for the benefit of no other person. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the day and year first written above. APPROVED AS TO FORM: Counsel for IRWD 20 IRVINE RANCH WATER DISTRICT By President By Secretary (SEAL) F APPROVED AS TO FORM: Counsel for METROPOLITAN APPROVED AS TO FORM: City Attorney 21 0 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA General Manager (SEAL) CITY OF HUNTINGTON BEACH By Mayor By City Clerk (SEAL) 0 0 APPROVED AS TO FORM: City Attorney APPROVED AS TO FORM: Counsel for MESA 22 CITY OF NEWPORT BEACH By Mayor By City Clerk (SEAL) MESA CONSOLIDATED WATER DISTRICT By President By Secretary (SEAL) APPROVED AS TO FORM: Counsel for LAGUNA APPROVED AS TO FORM: Counsel for SOUTH COAST MCI LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary (SEAL) SOUTH COAST WATER DISTRICT By President By Secretary (SEAL) 0 APPROVED AS TO FORM: Counsel for TIC 0534 24 0 THE IRVINE COMPANY L-m IM Chick W. Willette Senior Vice President Peter Changala Vice President (SEAL) LIST OF EXHIBITS Exhibit "A" Description of Reservoir and easements (trust property) Recital A Exhibit "B" Depiction of Reservoir and easements (trust property) fRecital A Exhibit "C" Form of Quitclaim Deed (Reservoir and Ingress /Egress Easements) [Section 3(a)(i) and (ii)1 Exhibit "D" Form of Quitclaim Deed (Reservoir Inlet/Outlet and Easements) [Section 3(a)(iii)1 Exhibit "E" Form of Quitclaim Deed (TIC Boundary Correction) Section 31a)001) 1 Exhibit "F" Form of Quitclaim Deed (City of Newport Beach) [Section 3(a)(iv)(2)1 Exhibit "G" Form of Assignment of Portion of Easement Rights (Domestic and Reclaimed Water Parallel Pipelines) [Section 3(a)(v)1 25 • • C AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into as of this 1st day of March, 2001, by and among IRVINE RANCH WATER DISTRICT ( "IRWD" or "Buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act ( Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ( "HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ( "MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ( "LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ( "SOUTH COAST' herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ('TIC' herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); RECITALS A. The parties hereto are the parties to the San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 (the Second Amendatory Agreement has never become operative under Section 14 thereof) (collectively, 'Trust Agreement'), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of the San Joaquin Reservoir, consisting of certain real property, an open water reservoir and certain pipeline facilities and appurtenances located at or near the terminus of the East Orange County Feeder No. 2 in Orange County, California. Said property and facilities are collectively referred to as the Reservoir, and the real property is more particularly described in Exhibit "A" and depicted on Exhibit "B," which exhibits are attached hereto and incorporated herein by this reference. B. Concurrently with the execution of the Trust Agreement, IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST and TIC (collectively, the "Owners ") granted to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, to be held and administered by METROPOLITAN, as Trustee, for the benefit of the Owners. The Trust Agreement and the trust therein created was irrevocable for a period of 60 years or until an earlier date established by mutual written agreement of all of the parties thereto then holding ownership interest in the Reservoir. 40 C. The capacity allocation (in acre feet) and percentage ownership of each of the Owners under the Trust Agreement is set forth in the following table: Owner Irvine Ranch Water District Mesa Consolidated Water District City of Huntington Beach Metropolitan Water District Laguna Beach County Water District The Irvine Company South Coast Water District City of Newport Beach Capacity Allocation Percentage Acre Feet Ownership 1,411 46.26% 583 19.11 400 13.11 300 9.84 156 5.12 64 2.10 50 1.64 86 2.82 TOTAL 3,050 100.00% The capacity allocation in acre feet shown in the foregoing table reflects the capacity of the Reservoir prior to reconfiguration to repair a portion of the side slope. Notwithstanding the reduction of capacity resulting from the reconfiguration, the transaction effected by this Agreement will be based on the pre - reconfiguration capacity. D. METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST AND TIC (collectively, the "Sellers ") desire to sell to IRWD, as Buyer, and IRWD desires to purchase, all of the Sellers' respective undivided 3 0 ownership and capacity interests and all of their rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, upon the terms set forth herein. E. The Owners desire to terminate the Trust Agreement and the trust therein created. F. The Reservoir is connected to the water transmission facility known as East Orange County Feeder No. 2 ( "EOCF #2 "), by means of portions of such transmission facility (generally, the portions of "Reach 4" extending from the Irvine Cross Interconnection Structure and OC-44 to the Reservoir), which function as inlet and outlet pipelines and appurtenances (the "Inlet/Outlet Facilities "), allowing the Reservoir to be operated as part of METROPOLITAN's treated water distribution system. EOCF #2 was constructed under a joint powers agreement entered into on July 11, 1961, by and among METROPOLITAN, Municipal Water District of Orange County ( "MWDOC "), the former Coastal Municipal Water District ( "COASTAL "), the City of Anaheim and the City of Santa Ana. G. METROPOLITAN, as an owner under such joint powers agreement, and HUNTINGTON BEACH, NEWPORT BEACH, MESA and IRWD, as assignees of capacity owned by MWDOC and/or COASTAL, own capacity in the Inlet/Outlet Facilities. In particular, MWDOC assigned capacity in Reach 4 to IRWD (27 cfs; El agreement dated September 11, 1961), MESA (9 cfs; agreement dated March 14, 1963), and HUNTINGTON BEACH (5 cfs; agreement dated July 24, 1962). COASTAL assigned capacity in Reach 4 to IRWD (0.6 cfs; agreement dated July 1, 2000), MESA (2.8 cfs; agreement dated July 1, 2000), and NEWPORT BEACH (6.6 cfs; agreement dated July 1, 2000). Additional capacity in Reach 4 is owned by METROPOLITAN and held for the benefit of MWDOC, as successor to COASTAL. Following IRWD's proposed conversion of the Reservoir to a reclaimed water storage facility, the Inlet/Outlet Facilities will have no further use as part of the treated water system, except as described in the following recital, and METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH and MESA wish to convey their interests in the Inlet/Outlet Facilities to IRWD as part of the conveyance of their interests in the Reservoir. H. IRWD and METROPOLITAN intend to enter into a separate agreement to provide for METROPOLITAN's continuing use of the Inlet/Outlet Facilities for the purpose of for rejection of water from EOCF #2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN or an alternate method acceptable to METROPOLITAN. /// Ill /// 5 OPERATIVE AGREEMENTS SECTION 1. TERMINATION OF TRUST. a. Trust Agreement. 0 The Trust Agreement is hereby terminated, effective upon the Closing (defined below). b. Trust. The trust created by the Trust Agreement is hereby revoked and terminated, effective upon the Closing. METROPOLITAN is hereby authorized and directed to quitclaim and deliver to IRWD all of METROPOLITAN'S right, title and interest in the Reservoir, including the real property upon which it is constructed, free of the trust. The foregoing quitclaim shall be delivered in accordance with Section 2; provided, the Purchase Price, as defined therein, shall not include any amount for the undivided Reservoir and Reservoir capacity interests beneficially owned by IRWD. C. Release of METROPOLITAN's From Responsibilities as Trustee. All of the parties agree that METROPOLITAN shall have no further obligations as Trustee upon the termination of the Trust Agreement and revocation and termination of the trust. The parties agree that upon the Closing, METROPOLITAN shall be released from any further duties as Trustee under the Trust Agreement or the trust. 0 • 0 SECTION 2. SALE OF OWNERSHIP AND CAPACITY INTERESTS. a. Purchase Price. The price to be paid by IRWD to the Sellers for their ownership and capacity interests is $360.00 per acre foot, computed on the basis of the pre- reconfiguration acre -foot capacities of the Reservoir as set forth in the table below. Concurrent with execution of this Agreement, IRWD shall deposit with METROPOLITAN the sum of $590,040.00 (the "Purchase Price "). The Purchase Price shall be deposited in the form of separate checks made payable to the respective Sellers in the following amounts: Owner Capacity Allocation Purchase Price (Acre Feet) Distribution Mesa Consolidated Water District 583 $209,880.00 City of Huntington Beach 400 144,000.00 Metropolitan Water District 300 108,000.00 Laguna Beach County Water District 156 56,160.00 The Irvine Company 64 23,040.00 South Coast Water District 50 18,000.00 City of Newport Beach 86 30.960.00 TOTAL 1,639 $590,040.00 b. Closing. Concurrent with the execution of this Agreement, METROPOLITAN, as Trustee, and each Owner, as a settlor and beneficiary of the revoked trust, shall execute and deposit with METROPOLITAN the quitclaim deed in the form attached 7 • • hereto as Exhibit "C," which exhibit is attached hereto and incorporated herein by this reference. Quitclaim deeds executed by METROPOLITAN, TIC and NEWPORT BEACH in the forms attached hereto as Exhibits "D," "E," and "F," respectively, which exhibits are attached hereto and incorporated herein by this reference, shall also be deposited with METROPOLITAN. Upon receipt of the Purchase Price in accordance with paragraph (a) and the quitclaim deeds, METROPOLITAN shall deliver to each Seller its respective Purchase Price distribution and shall record the quitclaim deeds ( "Closing "). In accordance with SECTION 4(b), METROPOLITAN shall simultaneously distribute to the parties, in the proportions to which they are entitled, any unspent funds held at the date of Closing pursuant to the Trust Agreement. SECTION 3. INTERESTS CONVEYED. a. Interests Conveyed to IRWD. The following interests shall be conveyed to IRWD by means of the above - referenced deeds attached as Exhibits "C," "D," "E," and "F ": i. Reservoir property described in Exhibit "A" and depicted on Exhibit "B," including the dam, all buildings, structures, improvements and all appurtenances, all of the Reservoir capacity and storage rights and rights to all native inflow from the lands tributary to the Reservoir; ii. right -of -way easement from Ford Road to EOCF #2, and from EOCF #2 to Ridgeline Drive, as described in Exhibit "A" and depicted on Exhibit "B;" iii. pipeline easements and improvements therein comprising the a 0 Inlet/Outlet Facilities, including the 54 -inch inlet and 60 -inch outlet and all appurtenant structures, from the Reservoir to the northwesterly boundary of Parcel "E" conveyed to IRWD by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964 [Exhibit "D "]; iv. Title Curative Conveyances. 1. Boundary Correction. It has been discovered that in the course of certain prior conveyances and reconveyances of the Reservoir land that were made to establish trust interests and correct title matters, a small rectangular parcel was inadvertently deleted and was retained by TIC, forming a notch in the Reservoir boundary as depicted in Exhibit "E." This parcel has been considered and used as part of the Reservoir. As part of the consideration for the Purchase Price, TIC agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "E" conveying this parcel to IRWD. 2. NEWPORT BEACH Interests. NEWPORT BEACH's interests in the Reservoir were recorded in certain instruments in addition to the trust conveyances. As part of the consideration for the Purchase Price, NEWPORT BEACH agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "F" releasing these interests to IRWD. V. Assignment of Portion of Easement Rights. METROPOLITAN shall execute an assignment in the form attached hereto as Exhibit "G," which exhibit is N 9 0 attached hereto and incorporated herein by this reference, assigning to IRWD non- exclusive rights to install and maintain pipelines within Parcels "C" and "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964. b. Right -of -Entry by IRWD to METROPOLITAN. In further consideration for the conveyances to IRWD herein, IRWD agrees to provide METROPOLITAN with a right -of -entry over the access easement from Ford Road to EOCF #2, described and depicted in Exhibit "C." C. Cooperation by METROPOLITAN and IRWD. The foregoing conveyances notwithstanding, it is acknowledged by IRWD that METROPOLITAN desires to continue to use the Reservoir for rejection of water from EOCF #2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN. IRWD agrees to either provide for METROPOLITAN's use of the Reservoir and existing inlet or outlet facilities for such purpose or an alternate method acceptable to METROPOLITAN. METROPOLITAN agrees not to unreasonably withhold its approval of any such alternate method. IRWD shall bear the cost of constructing any facilities needed to transmit and receive the rejected water, provided, IRWD shall not be required to buy or return the rejected water. d. Abandonment of OC -57. The Inlet/Outlet Facilities include the service connection structure known 10 0 as OC -57. OC -57 shall be abandoned by IRWD. METROPOLITAN shall be entitled to salvage any portion of OC -57 upstream of the downstream end of the meter, and IRWD shall be entitled to salvage any portion of OC -57 downstream of the downstream end of the meter. METROPOLITAN and IRWD shall process a termination of the service connection agreement between METROPOLITAN and IRWD pertaining to OC -57. SECTION 4. CONDITIONS. a. Assumption of Operation, Maintenance and Capital Expenses. As of the Closing, IRWD shall assume all responsibility for operation, maintenance, repair, replacement, modification and improvement of the Reservoir. b. Distribution of Unspent Funds. Upon Closing, METROPOLITAN shall return to the Owners their respective shares of all funds deposited by the Owners or held by METROPOLITAN on such date in any Trust Accounts pursuant to Section 6 of the Trust Agreement, less amounts owed by METROPOLITAN for work performed prior to the Closing and METROPOLITAN's accrued overhead computed pursuant to Section 6b(i) of the Trust Agreement. C. Property "As -Is;" Release of Sellers. IRWD has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to IRWD as described in Section 3(a), as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as -is" in its present state and 11 C� • condition. METROPOLITAN has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to METROPOLITAN, as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as -is" in its present state and condition. To each Owner's actual knowledge, except with regard to storage and use of chlorine, there has not occurred on the Reservoir property any release of hazardous or toxic materials. d. Costs. Each party shall bear its own legal and other costs, in conjunction with the transactions contemplated herein. IRWD and METROPOLITAN shall each pay its own costs of any title insurance it elects to obtain. e. Termination of Related Agreements. Memorandum of Understanding: The Memorandum of Understanding, dated September 19, 1990, entered into by all of the parties to this Agreement with respect to certain capital improvement work to be accomplished at the Reservoir, is hereby terminated, effective upon the Closing. ii. Purchase and Sale Agreements: Any Purchase and Sale Agreements entered into as of July 1, 1990, by METROPOLITAN and any Local Owners (as that term is defined in said Memorandum of Understanding), in conjunction with the transactions contemplated in the Memorandum of Understanding and the Second 12 0 0 Amendatory Agreement to the Trust Agreement, are hereby terminated, effective upon the Closing. iii. Agency Agreement: The Agency Agreement - San Joaquin Reservoir Slope Repair, dated December 26, 1995, entered into by IRWD, as agent, with all of the other parties hereto (except TIC) with respect to the slope repairs to the Reservoir, is hereby terminated, effective upon the Closing. f. Indemnitv. Sellers and their respective employees, officers, directors, shareholders, agents and representatives, and each of their respective successors and assignees (collectively, the "Indemnitees ") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by the improvement, maintenance, or use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof, including, without limitation, any loss, damage, injury or claim arising from and proximately caused by any defect in the design, construction of, or material in the improvements, any defect in soils or in the preparation of soils or in the design and accomplishment of grading with respect to the improvements, any act or omission of IRWD or any of its agents, employees, licensees, invitees or contractors, or any other cause whatsoever in connection with IRWD's use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof. IRWD hereby waives on its behalf all claims and demands against the Indemnitees for any such loss, damage, or injury of IRWD, and agrees to indemnify, 13 0 0 defend and hold harmless the Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claims, whether incurred or made by IRWD or any other person(s). Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless with respect to any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of an Indemnitee. Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless from any claims related to the improvement, maintenance, or use of the interests or rights retained by METROPOLITAN, its successors or assigns pursuant to Section 3(a)(v), 3(b) or 3(c). SECTION 5. OPTION TO REPURCHASE. a. Option to Repurchase in the Event of a Modification. This Section 5 shall apply in the event IRWD (i) uses the Reservoir for a use inconsistent with the storage of water or (ii) permanently ceases to use the Reservoir or (iii) conveys the real property on which the Reservoir is constructed for other than water - storage purposes (any of the foregoing is hereinafter referred to as a "Modification "). Any IRWD use of the property incidental to or in addition to use of the Reservoir for water storage shall not constitute a Modification. In the event IRWD proposes a Modification, IRWD may ascertain whether any reversionary right will be 14 asserted as a result of the Modification, and if so, whether IRWD desires to negotiate a relinquishment of such reversionary right. If a relinquishment is negotiated or the Modification will not result in the accrual or exercise of a reversionary right, IRWD shall notify each Seller of the proposed Modification, and each Seller shall have an option to repurchase its ownership and capacity interest sold to IRWD pursuant to Section 2(a) above, in the manner set forth in this Section. b. Repurchase Price and Terms The repurchase price shall be equal to the sale price set forth in Section 2(a) for the repurchasing Seller's interests, increased by the change in the Engineering News Record Construction Cost Index for the Los Angeles Area from the Closing to the date of exercise of the repurchase option, plus the Seller's proportionate share of any cost for the relinquishment of reversionary rights, as computed by IRWD. The repurchase option shall be subject to all matters affecting title which are existing on the date of exercise of the option and any matters affecting title which are thereafter created, made, assumed or consented to by IRWD. Exercise of a repurchase option shall constitute the repurchasing Seller's consent and agreement to the proposed Modification, including any disposition of property proposed in the Modification, and the repurchasing Seller agrees to promptly execute and deliver all documents as IRWD reasonably requests from time to time to effectuate and operate the Modification. Exercise of a repurchase option shall also constitute the repurchasing Seller's warranty that it has the legal authority to participate in the Modification. To the extent the Modification produces net revenue /net expense from disposition or use of the property, 15 0 L the net revenue /net expense shall be divided among IRWD and the repurchasing Sellers on a monthly basis in proportion to their interests. For purposes of this Section, "net revenue /net expense" shall include all proceeds, revenues, credits and consideration of every kind and nature received directly or indirectly by IRWD from such disposition or use, less costs incurred by IRWD (using normal IRWD accounting cost allocations, consistently applied, for similar projects), in negotiating, planning, financing, constructing, operating, and (if applicable) disposing of, the property. C. Exercise of Option. Any Seller electing to exercise the repurchase option shall exercise it by giving written notice to IRWD, accompanied by payment of the repurchase price, within ninety (90) days of the notice to the Sellers given by IRWD pursuant to Section 5(a). IRWD and the repurchasing Sellers shall divide any escrow fees in proportion to their post - closing percentage interests. The repurchasing Sellers shall pay for documentary tax stamps, recordation of their respective deeds and for any title insurance they desire to obtain. d. Term. This Section shall become effective upon the Closing and remain in effect until the date that the Trust Agreement would have remained in effect had it not been terminated by this Agreement; provided that this Section shall continue in effect as to any repurchase option which has accrued prior to such date and which is exercised. 16 • i SECTION 6. MISCELLANEOUS. a. Interpretation. All of the parties have negotiated the provisions of this Agreement with the assistance of their respective counsel. Accordingly, the parties waive the effect of California Civil Code Section 1654 or any other statute or common law principle of similar effect which interprets uncertainties in a contract against the party who drafted the contract. b. No Waiver. No failure of any party to exercise any power given that party under this Agreement or to insist on strict compliance by the other party to its obligations, and no custom or practice of the parties in variation with the terms of this Agreement will constitute a waiver of any party's right to demand exact compliance with the terms of this Agreement. C. Successors and Assigns. The provisions of this Agreement will be binding on and will inure to the benefit of the parties and their respective heirs, successors, and assigns. d. Counterparts. This Agreement may be executed in one or more counterparts. Each will be deemed an original and all, taken together, will constitute one and the same instrument. e. Notices. Any notice, request, demand, consent, approval or other communication 17 Pi 11 required or permitted pursuant to this Agreement or by law shall be validly given or made only if in writing and delivered in person or seventy -two (72) hours after deposit in the United States mail, duly certified or registered (return receipt requested), postage prepaid, and delivered (in the case of personal delivery) or addressed (in the case of mail delivery) to the party for whom intended, as follows: If to IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619 -7000 Attention: General Manager If to METROPOLITAN: The Metropolitan Water District of Southern California 700 North Alameda Street P.O. Box 54153 Los Angeles, CA 90054 -0153 Attention: General Manager If to HUNTINGTON BEACH: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attention: City Manager If to NEWPORT BEACH: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659 -1768 Attention: City Manager If to MESA: Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attention: General Manager In 0 If to LAGUNA: Laguna Beach County Water District 306 Third Street P.O. Box 987 Laguna Beach, CA 92652 Attention: General Manager If to SOUTH COAST: South Coast Water District 31592 West Street South Laguna, CA 92677 Attention: General Manager If to TIC: The Irvine Company 550 Newport Center Drive Newport Beach, CA 92663 Attention: Chick W. Willette Any party may substitute a different address for its above - stated address by giving written notice to the other parties in the manner herein provided. f. Authori . Each of the undersigned represents and warrants to the other parties hereto that they have the authority to bind the party on behalf of whom they sign. Each of the undersigned represents that it has all requisite authority to perform each of its obligations hereunder. g. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. All prior agreements, representations, negotiations and understandings of the parties are superseded and merged in this Agreement. This Agreement shall be amended only in writing executed by all parties. h. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any 19 n L E person, other than the parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision. This Agreement and each condition and provision is intended to be for the sole and exclusive benefit of the parties and their respective successors and assigns, and for the benefit of no other person. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the day and year first written above. IRVINE RANCH WATER DISTRICT M APPROVED AS TO FORM: oUWcLa1y j ) % (SEAL) for IRWD 20 APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By ne al Manager (SEAL) Counsel r POLI AN APPROVED AS TO FORM: City Attorney 21 CITY OF HUNTINGTON BEACH By Mayor By City Clerk (SEAL) 0 APPROVED AS TO FORM: Counsel for METROPOLITAN APPROVED AS TO FORM: 0 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary (SEAL) CITY OF HUNTINGTON BEACH i City Clerk -51-141fol «,.y (SEAL) City Attorney 21 0 CITY OF NEWPORT BEACH Bye— Mayor By City Clerk APP VEDAS TO FORM: (SEAL) City Attorney APPROVED AS TO FORM: Counsel for MESA 22 MESA CONSOLIDATED WATER DISTRICT By President By Secretary (SEAL) APPROVED AS TO FORM: City Attorney 0 CITY OF NEWPORT BEACH By Mayor By City Clerk (SEAL) MESA CONSOLIDATED WATER DISTRICT ByCiu,�.l, Presi ent APPROVED AS TO FORM: &vugig, p? tESav ctjUcr ke ;A..wBNK> (SEAL) Counsel for MESA 22 LAGUNA BEACH COUNTY WATER DISTRICT By pg*� President Paul P. Freeman By . Secretary Renae M. Hinchey APPROVED AS TO FORM: �oLr w6 LL 5 ^2�5 #�• 1 mac. (SEAL) ha Counsel for LAGUNA Paula E. Meyer APPROVED AS TO FORM: Counsel for SOUTH COAST 23 SOUTH COAST WATER DISTRICT By President By Secretary (SEAL) APPROVED AS TO FORM: Counsel for LAGUNA APPROVED AS TO FORM: 0 LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary (SEAL) SOUTH C AST WATER DISTRICT President By Mk� � Secretary J (SEAL) Counsefior S H Cf OAST 23 0 APPROVED AS TO FORM: Counsel for TIC 64534 24 0 THE IRVINE COMPANY By i Chick W. Willette Senior Vice Pre ' nt By RQ Peter Changala Vice President (SEAL) LIST OF EXHIBITS 0 Exhibit "A" Description of Reservoir and easements (trust property) fRecital A Exhibit "B" Depiction of Reservoir and easements (trust property) fRecital A Exhibit "C" Form of Quitclaim Deed (Reservoir and Ingress /Egress Easements) (Section 3(a)(i) and (ii)] Exhibit "D" Form of Quitclaim Deed (Reservoir Inlet/Outlet and Easements) [Section 3(a)(iii)] Exhibit "E" Form of Quitclaim Deed (TIC Boundary Correction) Section 3a iv 1 Exhibit "F" Form of Quitclaim Deed (City of Newport Beach) [Section 3(a)(iv)(2)1 Exhibit "G" Form of Assignment of Portion of Easement Rights (Domestic and Reclaimed Water Parallel Pipelines) [Section 3(a)(v)1 25 0 EXHIBIT A 0 1004 -23 -30 1004 -23 -31 1004 -24 -7 1004 -25 -1 San Joaquin Reservoir Quitclaim Deed MWD & MWD, as Trustee To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1, Parcel 2, and Parcel 3 by Grant Deed recorded July 03, 1980 as Instrument No. 4927 in Book 13656, page 12, and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 85- 323204, and conveyed to The Metropolitan Water District of Southern California, a public corporation recorded August 28, 1985 as Instrument No. 85- 323188 and conveyed to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No. 4928 in Book 13656, page 25 Instrument No. 4929 in Book 13656, page 30 Instrument No. 4930 in Book 13656, page 35 Instrument No. 4931 in Book 13656, page 40 Instrument No. 4932 in Book 13656, page 45 Instrument No. 4933 in Book 13656, page 50 Instrument No. 4934 in Book 13656, page 55 Instrument No. 4935 in Book 13656, page 60 and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No. 85- 323205 Instrument No. 85- 323206 Instrument No. 85- 323207 Instrument No. 85- 323208 Instrument No. 85- 323209 Instrument No. 85- 323210 EXHIBIT A Page 1 of 2 E 1004 -23 -30 1004 -23 -31 1004 -24 -7 1004 -25 -1 San Joaquin Reservoir Quitclaim Deed MWD & MWD, as Trustee To Irvine Ranch Water District Instrument No. 85- 323211 Instrument No. 85- 323212 and as conveyed by document recorded November 29, 2000 as Instrument No. 20000648268 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION Peter G lseman P.L.S. 6241 Date S Awmdshar\petgan\sjcgcA1.dm Page 2 of 2 December 12, 2000 EXHIBIT B PAGE 2 OF 5 EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION SAN JOAQUIN NEEF9 74- w-A:l "o l "M I• MY SUPERVISION fpjWG. Wiseman P.L.S. 6241 z DATE A PORTION OF BLOCK 97 & 98 IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE STATE OF CALIFORNIA INST. M PARCEL 1 OF THE FOLLOWING: INST NO. 49270.R. 13656/12, REC. 07-03.1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST NO. 4929 O.R. 13656130, REC. 07 -03 -1980 INST. NO. 4930 O.R. 13656135, REC. 07-03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07 -03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07 -03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07 -03 -1980 INST. NO. 85- 323204 O.R., REC. 08 -28 -1985 / INST NO. 85- 323205 O.R., REC. 08 -28 -1985 INST. NO. 85- 323206 O.R., REC. 08 -28 -1985 INST NO. 85-323207 O.R., REC. 08 -28 -1985 INST. NO. 85- 323208 O.R., REC. 08 -28 -1985 INST NO. 85323209 O.R., AEC. 08 -28 -1985 / INST. NO. 85- 323210 O.R., REC. 08 -28 -1985 / INST. NO. 85. 323211 O.R., REC. 08 -28 -1985 / INST. NO. 85- 323212 O.R., REC. 08 -28 -1985 / LEGEND QUITCLAIM ® 1004 -25 -1 i NO SCALE I THE METROPOLITAN WATER DISTRICT I OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED M.W.D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 1004 -25-1 lsvmv ljoaquin/rowlexhibljoaquinl.dgn 12112100 BG EXHIBIT B PAGE 3 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION SEE PAGE 4 NO SCALE - 4 / Iv / N / 5 J \ \ C7 \\ C / y0 2 9ry /�\0 / 0 \ PREPARED UNDER MY SUPERVISION No. DATE ly 0 N INST. NO. 85- 323188 O.R., REC. 08 -28 -1985 PARCEL 3 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656112, REC. 07-03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST NO. 4930 O.R. 13656135, REC. 07-03 -1980 INST NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07 -03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST NO. 4935 O.R. 13656160, REC. 07-03 -1980 INST. NO. 85- 323204 O.R., REC. 08 -28 -1985 INST NO. 85- 3232050.R., REC. 08 -28 -1985 INST NO. 85,323206 O.R., REC. 08- 28.1985 INST. NO. 85- 323207 O.R., REC. 08 -28 -1985 INST. NO. 85- 323208 O.R., REC. 08 -28 -1985 INST. NO. 85,323209 O.R., REC. 08 -28 -1985 INST NO. 85- 323210 O.R., REC. 08 -28 -1985 INST. NO. 85- 323211 O.R., REC. 08 -28 -1985 INST. NO. 85- 323212 O.R., REC. 08 -28 -1985 INST. NO. 20000648268 O.R. REC. 11 -29-00 SAN JOAQUIN RESERVOIR 100425 -1 LEGEND .. QUITCLAIM rz, - 1004 -23 -30 (PORTION) 1004.25 -100 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA 9 SAN JOAQUIN RESERVOIR '>} QUITCLAIM DEED z M.W.D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 100423 -30 & 100425 -100 lsvmv leocfd2lrowlexhiblquitclaim1.dgn 12112100 BG EXHIBIT B A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION QO � 50 NO SCALE LEGEND � -«-00 1004-23-30 QUITCLAIM & 31 PREPARED UNDER MY SUPERVISION Pet . Wiseman P.L.S. 6241 /Z DATE PAGE 4OF5 INST. NO. 85323188 O.R., REC. 08 -28 -1985 PARCEL 3 & 4 OF THE FOLLOWING: INST NO. 85- 323204 O.R., REC. 08.28 -1985 INST NO. 85-323205 O.R., REC. 08.28 -1985 INST. NO. 85323206 O.R., REC. 08 -28 -1985 INST. NO. 853232070.R., REC. 08.28 -1985 INST NO. 85-323208 O.R., REC. 08 -28 -1985 INST. NO. 85 -323209 O.R., REC. 08 -28 -1985 INST NO. 85. 323210 O.R., REC. 08 -28 -1985 INST NO. 85323211 O.R., REC. 08.28.1985 INST. NO. 85323212 O.R., REC. 08- 28.1985 PARCEL 3 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656112, REC. 07-03 -1960 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST NO. 4930 O.R. 13656135, REC, 07-03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07 -03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST. NO. 49330.R. 13656150, AEC. 07 -03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07 -03 -1980 40 O il. THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED M.W.D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 1004 -23.30 & 31 Isvmv /eoctd2lrowlexhiblquitclaiml.dgn 12112100 BG EXHIBIT B TRACT NO. 9858, M.M. 43611 -7, CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION i / v0 PREPARED UNDER MY SUPERVISION WN DATE PAGE 5 OF 5 �QO7 \ \ o CR` Cf0 •` C` 1 o ; LOT 6 rP I INST. NO. 85323188 O.R., REC. 08 -28 -1985 PARCEL 2 OF THE FOLLOWING: INST. NO. 4927 O.R. 13656112, REC. 07.03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST. NO. 4930 O.R. 13656135, REC. 07-03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07-03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST NO. 4935 O.R. 13656160, AEC. 07 -03 -1980 INST. NO. 85323204 O.R., REC. 08-28 -1985 INST. NO. 853232050.R., REC. 08-28 -1985 INST. NO. 85-323206 O.R., REC. 08.28 -1985 INST. NO. 85323207 O.R., REC. 06 -28 -1965 INST. NO. 85323208 O.R., REC. 08 -28 -1985 INST. NO. 85323209 O.R., REC. 08.28 -1985 INST. NO. 85-323210 O.R., REC. 08-28 -1985 INST. NO. 85323211 O.R., REC. 08 -28 -1985 INST. NO. 85323212 O.R., REC. 08.28 -1985 LEGEND KT%%ff�� QUITCLAIM & 2 1004-24 -7 lsvmvlloaquinlrow lexhibljoaquin5.dgn 12112100 BG 0 0 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Borkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX $ None - Tax Exempt _ Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED — Essential to acquisition by Irvine Ranch Water District (Government Code §6103) QUITCLAIM DEED (Reservoir and Ingress /Egress Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended)( "Owner'), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), all right title and interest in That certain real property described in Exhibit "A" and depicted on Exhibit "B ", which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon , capacity therein and rights to all native inflow to the Reservoir from the lands tributary to the Reservoir (collectively, the "San Joaquin Reservoir Property "). The San Joaquin Reservoir Property granted hereby is conveyed free of the trust established by that certain San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 ( "Trust Agreement"), which trust has been revoked by the consent of all parties to said agreement. In accordance with and subject to the terms and conditions of the AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT, dated as of including, but not limited to, the repurchase option set forth therein, Owner, as trustee under the terminated Trust Agreement, makes this conveyance by express direction of the settlors and beneficiaries of said revoked trust, for the purpose of distributing trust property. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager EXHIBIT C San Joaquin Reservoir The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir i MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir EXHIBIT A 1004 -23 -30 1004 -23 -31 1004 -24 -7 1004 -25 -1 San Joaquin Reservoir Quitclaim Deed MWD & MWD, as Trustee To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1, Parcel 2, and Parcel 3 by Grant Deed recorded July 03, 1980 as Instrument No. 4927 in Book 13656, page 12, and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 85- 323204, and conveyed to The Metropolitan Water District of Southern California, a public corporation recorded August 28, 1985 as Instrument No. 85- 323188 and conveyed to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No. 4928 in Book 13656, page 25 Instrument No. 4929 in Book 13656, page 30 Instrument No. 4930 in Book 13656, page 35 Instrument No. 4931 in Book 13656, page 40 Instrument No. 4932 in Book 13656, page 45 Instrument No. 4933 in Book 13656, page 50 Instrument No. 4934 in Book 13656, page 55 Instrument No. 4935 in Book 13656, page 60 and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No. 85- 323205 Instrument No. 85- 323206 Instrument No. 85- 323207 Instrument No. 85- 323208 Instrument No. 85- 323209 Instrument No. 85- 323210 Page 1 of 2 0 EXHIBIT A 1004 -23 -30 1004 -23 -31 1004 -24 -7 1004 -25 -1 San Joaquin Reservoir Quitclaim Deed MWD & MWD, as Trustee To Irvine Ranch Water District Instrument No. 85- 323211 Instrument No. 85- 323212 0 and as conveyed by document recorded November 29, 2000 as Instrument No. 20000648268 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION r Peter G lseman P.L.S. 6241 Date S iwordshar\petg;m\sjcgcA Ldoc Page 2 of 2 December 12, 2000 l svrrwljoaquinlrowlexhibljoaquinl .dgn 12112100 BG EXHIBIT B PAGE 2 OF 5 THIS EXHIBIT IS TO BE ATTACHED TO LEGAL A PORTION OF BLOCK 97 & 98 IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE STATE OF CALIFORNIA SAN JOAQUIN RESERVOIR INST. NO. 85- 323188 O.R., REC. OH -28 -7985 PREPARED UNDER MY SUPERVISION DATE PARCEL 1 OF THE FOLLOWING: INST. NO, 4927 O.R. 13656/12, REC. 07-03.1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07 -03 -1980 INST. NO. 4930 O.R. 13656135, REC. 07-03 -1980 INST NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST NO. 4933 O.R. 13656150, REC. 07-03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07 -03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07 -03 -1980 INST. NO. 85 -023204 O.R., REC. 08 -28 -1985 / INST. NO. 85- 323205 O.R., REC. 08 -28 -1985 INST. NO. 85- 323206 O.R., REC. 08 -28 -1985 INST. NO, 85-323207 O.R., REC. 08 -28 -7985 INST. NO. 85323206 O.R., REC. 08 -28 -1985 INST NO. 85323209 O.R., REC. 08 -28 -1985 / INST. NO. 85323210 O.R., REC. 08 -28 -1985 / INST. NO. 85323211 O.R., REC. 06- 284985 / INST NO. 85- 323212 O.R., REC. 08 -28 -1985 / LEGEND QUITCLAIM ® 1004 -25 -1 i NO SCALE I THE METROPOLITAN WATER DISTRICT I OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED M.W.D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 1004 -25.1 Isvmvljoaquin lrowlexhibl%oaquinl.dgn 12/12/00 BG EXHIBIT B PAGE 3 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION r!N SEE PAGE 4 NO SCALE \ J \\ c / 9v />\� 0l/ cb \ / 0 \ PREPARED UNDER MY SUPERVISION DATE / 5 mm INST. NO. 85-323188 O.R., REC. 08 -28 -1985 PARCEL 3 OF THE FOLLOWING: INST NO. 4927 O.R. 13656112, REC. 07-03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST. NO. 4930 O.R. 13656135, REC. 07-03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST. NO. 4932 O.R. 13656145, REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07 -03 -1980 INST NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07-03 -1980 INST NO. 85 -323204 O.R., REC. 08 -28 -1985 INST NO. 85 -023205 O.R., REC. 08 -28 -1985 INST. NO. 85- 323206 O.R., REC. 08 -28 -1985 INST. NO. 85- 323207 O.R., REC. 08 -28 -1985 INST. NO. 85-323208 O.R., REC. 08 -28 -1985 INST. NO. 85- 323209 O.R., REC. 08 -28 -1985 INST NO. 85-323210 O.R., REC. 08-28 -1985 INST. NO. 85 -323211 O.R., REC. 08 -28 -1985 INST. NO. 85 -323212 O.R., REC. 08 -28 -1985 -,,\ INST NO. 20000648268 O.R. \ \ REC. 11 -29-00 SAN JOAQUIN RESERVOIR 100425.1 . QUITCLAIM FIZl 100423 -30 (PORTION) 1004 -25 -100 fl`L7 Exp.� No. LEGEND THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA � SAN JOAQUIN RESERVOIR � QUITCLAIM DEED M.W.D. & M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT 100423 -30 & 100425 -100 lsvmv/ eoc (dr1 /rowlexhiblquitclaim1.dgn 121 12100 BG EXHIBIT B A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION P� 52 NO SCALE LEGEND PREPARED UNDER MY SUPERVISION � 2 D DATE QUITCLAIM & 1004 -23-30 & 31 PAGE 4 OF 5 INST. NO. 85- 323188 O.R., REC. 08 -28 -1985 PARCEL 3 & 4 OF THE FOLLOWING: INST NO. 85-323204 O.R., REC. 08 -28 -1985 INST. NO. 85- 323205 O.R., REC. 08 -28 -1985 INST. NO. 85- 323206 O.A., REC. 08.28 -1985 INST. NO. 85- 323207 O.R., REC. 08 -28 -1985 INST NO. 85- 3232080.R., REC. 08 -28 -1985 INST. NO. 85 -323209 O.R., REC. 08-28 -1985 INST NO. 85- 323210 0.8., REC. 08 -28 -1985 INST NO. 85-323211 O.R., REC. 08.28 -1985 INST. NO. 85 -323212 O.R., REC. 08.28 -1985 PARCEL 3 OF THE FOLLOWING: INST. NO. 49270.8. 13656/12, REC. 07-03 -1980 INST. NO. 4928 D.R. 13656125, REC. 07-03 -1980 INST. NO. 4929 O.R. 13656130, REC. 07 -03 -1980 INST. NO. 4930 O.R. 13656135, REC. 07 -03 -1980 INST. NO. 4931 O.R. 13656140, REC. 07 -03 -1980 INST. NO. 4932 O.R. 13656145. REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07 -03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07-03 -1980 44, %J �aG O 12112100 BG EXHIBIT B PAGE 5OF5 TRACT NO. 9858, M.M. 436/1 -7, CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION 9 3 E 1 PREPARED UNDER MY SUPERVISION DATE NO SCALE ms'M \_AND S G ��'�' U LLI y p il Exp. i \,h No. 241 10,1 I9� 1 O LI r y F o ; 1 go ;, N I INST NO. 85323188 O.R., REC. 08.28 -1985 PARCEL 2 OF THE FOLLOWING: INST NO. 49270.R. 13656/12, REC. 07-03 -1980 INST. NO. 4928 O.R. 13656125, REC. 07-03 -1980 INST NO. 4929 O.R. 13656130, REC. 07-03 -1980 INST. NO. 4930 O.R. 13656135, AEC. 07-03 -1990 INST. NO. 4931 O.R. 13656140, REC. 07-03 -1980 INST NO. 4932 O.R. 13656/45, REC. 07-03 -1980 INST. NO. 4933 O.R. 13656150, REC. 07-03 -1980 INST. NO. 4934 O.R. 13656155, REC. 07-03 -1980 INST. NO. 4935 O.R. 13656160, REC. 07-03 -1980 INST. NO. 85323204 O.R., REC. 08.28 -1985 INST NO. 853232050.R., REC. 08 -28 -1985 INST. NO. 85- 323206 O.R., REC. 08 -28 -1985 INST. NO. 85. 323207 O.R., REC. 08 -28 -1985 INST. NO. 85323208 O.R., REC. 08.28 -1985 INST NO. 853232090.R., REC. 08 -28 -1985 INST. NO. 85323210 O.R., REC. 08.28 -1985 INST NO. 85323211 O.R., REC. 08 -28 -1985 INST. NO. 85323212 O.R., REC. 08 -28 -1985 LEGEND TjTjj�jZ QUITCLAIM & 1/1H 1004 -24-7 12112100 8G [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] San Joaquin Reservoir STATE OF CALIFORNIA ss. COUNTY OF ORANGE On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ss. COUNTY OF ORANGE W, before me, personally appeared (SEAL) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared (SEAL) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 5 San Joaquin Reservoir STATE OF CALIFORNIA COUNTY OF ORANGE On ss. before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ss. COUNTY OF ORANGE On before me, personally appeared (SEAL) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ss. COUNTY OF ORANGE On before me, personally appeared (SEAL) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) San Joaquin Reservoir i • STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her/their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ss. COUNTY OF ORANGE On before me, personally appeared (SEAL) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared (SEAL) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) M618 San Joaquin Reservoir E 0 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX $ None - Tax Exempt _ Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED — Essential to acquisition by Irvine Ranch Water District (Government Code §6103) QUITCLAIM DEED (San Joaquin Reservoir Inlet/Outlet and Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act (Slats. 1969, Ch. 209, as amended) ( "Owner') hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), all right title and interest in That certain real property described in Exhibit "A" and depicted on Exhibit "B," which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon and capacity therein. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA EXHIBIT D By General Manager San Joaquin Reservoir 0 0 EXHIBIT A 1004 -23 -1 (PTN.) East Orange County Feeder No.2 Quitclaim Deed The Metropolitan Water District of Southern California To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to the Irvine Ranch Water District as Parcel "E ", Parcel "F', and Parcel "G" by Easement Deed recorded December 26, 1963 in Book 6860, page 91 and assigned to The Metropolitan Water District of Southern California by Assignment recorded June 25, 1964 in Book 7103, page 219, both of Official Records, in the Office of the County Recorder of said County All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION r Peter G. iseman P.L.S. 6241 1,7A oo Date SAwordshar\petgm\sjtgcA2.doc Page t of 1 r September I, 2000 EXHIBIT B A PORTION OF BLOCK 91, 97 & 98, IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION N;• PARCEL E CONVEYED BY O.R. 6860191 REC. 12126163 \ ASSIGNED BY \ O.R. 71031219 \ \ REC. 06125164 J \\ c� \\ c- / � \ Cb / !V \ \ \0b�/ 90 / PARCEL F / CONVEYED BY / O.R. 6860191 4 / REC. 12126163 / ASSIGNED BY O.R. 71031219 REC. 06/25/64 LANC PREPARED UNDER MY SUPERVISION U i J is Exp. Peter G. iseman P. L.S. 6241 No.6� OF C DATE l svrrwleocfd2lrowlexhiblquitclaim 1.dgn PARCEL G CONVEYED BY O.R. 6860191 AEC. 12/26/63 ASSIGNED BY O.R. 71031219 REC. 06/25/64 Al SAN JOAQUIN RESERVOIR LEGEND N PAGE 1 OF 1 NO SCALE QUITCLAIM 1004-23-1 (PORTION) 09101100 BG I / S N/ PARCEL G CONVEYED BY O.R. 6860191 AEC. 12/26/63 ASSIGNED BY O.R. 71031219 REC. 06/25/64 Al SAN JOAQUIN RESERVOIR LEGEND N PAGE 1 OF 1 NO SCALE QUITCLAIM 1004-23-1 (PORTION) 09101100 BG [[ATTACH iRWD STANDARD FORM OF ACCEPTANCE]] San Joaquin Reservoir 0 0 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) San Joaquin Reservoir E RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX $ None - Tax Exempt _ Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED — Essential to acquisition by Irvine Ranch Water District (Government Code §6103) QUITCLAIM DEED (TIC - Boundary Correction) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE IRVINE COMPANY, a Delaware corporation ( "Owner'), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), all right title and interest in That certain real property described in Exhibit "A" and depicted on Exhibit "B ", which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon. DATED: Owner THE IRVINE COMPANY By President By Secretary EXHIBIT E San Joaquin Reservoir EXHIBIT "A" LEGAL DESCRIPTION That portion of Block 98 of the Irvine's Subdivision, in the County of Orange, State of California, as per map recorded in Book 1, Page 88, of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: Beginning at the westerly terminus of that certain course in the northerly boundary of Parcel 1 as described in that certain Grant Deed from the Irvine Company, a Michigan Corporation to Irvine Ranch Water District, a California Water District, recorded on August 28, 1985 as Instrument Number 85- 323203 of Official Records in the office of said Recorder, said certain course being described as having a bearing and length of North 82° 08' 29" East 197.66 feet; thence continuing along said boundary, South 9° 41' 13" East 171.94 feet; thence South 800 18' 47" West 120.00 feet; thence North 9° 41' 13" West 175.77 feet; thence leaving said boundary, North 82° 08' 29" East 120.06 feet to the point of beginning. F: \ \mmp \word \eng \bk \L 11 -1 Exhibit_A.doc EXH /B /T 23 ?� O IpryO s �gp' /B'47 N4��Ft �► I ` °z � NO BGILE ti 0 0 [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] San Joaquin Reservoir STATE OF CALIFORNIA 9&�M COUNTY OF ORANGE On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature mn:n (SEAL) San Joaquin Reservoir 0 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX $ None - Tax Exempt _ Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED — Essential to acquisition by Irvine Ranch Water District (Government Code §6103) QUITCLAIM DEED (City of Newport Beach) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF NEWPORT BEACH, a municipal corporation ( "Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), all right title and interest conveyed to Owner by DATED: Instrument recorded in the Official Records of Orange County in Book 7161, page 116, on August 3, 1964, and by Instrument recorded in the Official Records of Orange County as Instrument No. 84- 107305, on March 14, 1984 and unrecorded instrument referenced therein, dated December 23, 1981. EXHIBIT F Owner CITY OF NEWPORT BEACH By Mayor By City Clerk San Joaquin Reservoir 0 1] [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir 0 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally Known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ]0M (SEAL) San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619 -7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX $ None - Tax Exempt _ Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED — Essential to acquisition by Irvine Ranch Water District (Government Code §6103) ASSIGNMENT OF PORTION OF EASEMENT RIGHTS (Domestic and Reclaimed Water Parallel Pipelines) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended)( "Owner'), hereby assigns to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ( "Grantee "), the right to install, operate and maintain pipelines within Parcel "C" and Parcel "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to Owner by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964, excepting therefrom, that portion thereof lying northeasterly of the southwesterly line of Culver Drive, as described in easement deed to the County of Orange, recorded on October 28, 1964, in Book 7278, Page 688, in said Official Records (the "Easement "). The right assigned hereby shall be subject to all of the terms and conditions of such conveyances. Grantee shall obtain Owners approval prior to installation of any pipelines within the Easement; provided, it is agreed that such approval has been obtained or waived with respect to pipelines previously installed by Grantee within the Easement. Grantee shall be required to comply with minimum separation as may be required by law or regulation between reclaimed water pipelines installed by Grantee and Owners domestic water pipeline within the Easement. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager EXHIBIT G San Joaquin Reservoir 0 [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] San Joaquin Reservoir 0 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) a before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature 70195 (SEAL) San Joaquin Reservoir CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (714) 645 �p TO: FINANCE DIRECTOR FROM: CITY CLERK DATE: August 2, 1991 SUBJECT: Contract No. C -2193 Description of Contract Second Amendatory Agreement to the San Joaquin Reservoir Trust Agreement Effective date of Contract October 1, 1990 Authorized by Minute Action, approved on November 13, 1990 /May 13, 1991 Contract with Irvine Ranch Water District Address P.O. Box 6025 18802 Bardeen Ave. Irvine. CA 92716 -6025 Amount of Contract (See Agreement) " 4e Wanda E. Raggio Q City Clerk WER:pm Attachment 3300 Newport Boulevard, Newport Beach �ula co ° Y COUNCIL MEETING May 13,1990 Agenda Item No. -3 d TO: MAYOR SANSONE AND MEMBERS OF THE CITY COUNCIL FROM: Utilities Director SUBJECT: SECOND AMENDATORY AGREEMENT TO THE SAN JOAQUIN RESERVOIR TRUST AGREEMENT Recommended Action: If desired, approve the amendments to the San Joaquin Reservoir Trust Agreement providing for transfer of majority ownership in the reservoir to the Metropolitan Water District and authorize the Mayor and City Clerk to execute the Amendment Agreement and the Purchase and Sale Agreement. Background: At its meeting on November 13, 1990, the City Council following a recommendation of the Utilities Committee approved the second amendatory agreement to the San Joaquin Reservoir Trust Agreement ( "Agreement "). Please see the recycled report from that meeting, attached. Subsequent to the Council's action, the City of Huntington Beach as a signatory to the "Agreement ", decided to transfer a portion of its capacity ownership in lieu of being a cash participant in the repairs and betterments required for water quality. As a result of this change by Huntington Beach, the "Agreement" required revision to those sections relating to Huntington Beach. No changes relating to Newport Beach were made. The Utilities Committee reviewed the "Agreement" at its meeting on May 6, 1991 and recommend approval. Res e tfully submitted, Robert J. Dixon Utilities Director U 0 C� 21-...._. N10V 1 3 iq% City Council Meeting November 13, 1990 Agenda Item No.-,E-3 (h TO: MAYOR PLUMMER AND MEMBERS OF THE CITY COUNCIL From: Robert J. Dixon, Utilities Director C 2-1 �13 SUBJECT: SECOND AMENDATORY AGREEMENT TO THE SAN JOAQUIN RESERVOIR TRUST AGREEMENT Recommended action: If desired, approve the amendments to the San Joaquin Reservoir Trust Agreement providing for transfer of majority ownership to the Metropolitan Water District. Background : San Joaquin Reservoir (SJR) is vital to Newport's water service and supply. Recognizing this the City Council in October 1989 approved a Memorandum of Understanding among the various owners of SJR. This MOU provided for the writing of amendments to the governing Trust Agreement that would transfer a portion of each of the present owners capacity rights in SJR to MWD to the extent that MWD would have control of the reservoir. In exchange for these transferred rights, MWD will pay for the cost of the needed water quality improvements. San Joaquin Reservoir is the source of supply for almost all water used in the City of Newport beach and due to its location and elevation eliminates in large part the need for pumping water. The reservoir is managed by the Metropolitan Water District (MWD) on behalf of the several owners. Newport Beach owns 86 acre -feet of water storage in the reservoir, slightly less than 3% of the capacity. The State Department of Health has notified the owners of the reservoir that the water quality problems connected with an open reservoir must be resolved, SJR has experienced numerous water quality problems since the reservoir became operational in 1966. In the past two years, the reservoir has been taken out of service on more than 15 occasions because of microbiological problems, In December, a new regulation placing stringent limits on coliform bacteria will have severe ramifications for the operation of SJR (i.e., removal of the reservoir from service for an indefinite period of time). The amended agreement has been competed and is presented to the Council for approval. Newport will retain 43 acre -feet of storage in SJR, the City's share of debt service for the reservoir will continue as at present for the next two years at which time the debt will be amortized. • Following approval of the amended agreement, MWD will proceed with the needed water quality improvements required to keep San Joaquin Reservoir in service. This matter was discussed by the Utilities Committee at its meeting on October 29, 1990. The Utilities Committee recommended that the agreement be brought to the City Council with a recommendation for approval. Resp ully submitted, Robert J. Dixon Utilities Director r1 LJ C� A % 0 • IHl11E H1 \Ill 11llkR ttlAYN" �I P.O. Box 6025. 18802 Bardeen Ave. • Irvine, CA 92716-6025.(714)476-7500 April 18, 1991 Mr. Robert J. Dixon City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Subject: Second Amendatory Agreement to the San Joaquin Reservoir Trust Agreement Dear Mr. Dixon: Corrections and changes to the San Joaquin Reservoir Trust Agreement resulting from Huntington Beach's decision to • transfer capacity ownership in lieu of being a cash participant have been completed. These changes are reflected in the enclosed Second Amendatory Agreement to the San Joaquin Reservoir Trust Agreement. Also enclosed is a Purchase and Sale Agreement for your agency. Execution of the Agreement and the Purchase and Sale Agreement needs to be accomplished as soon as possible. Ronald Wheeler intends to schedule the next meeting of the San Joaquin Reservoir Advisory Committee for mid -May. At that meeting, he will need to know who has adopted the new Agreement and when action will be taken by those agencies that have yet to adopt. If you have any comments or questions, please call me at your convenience. Sinc r Ro Id Ge ral • RY /DF:vc 0873D Enclosures 0 r- 2159 PURCHASE AND SALE AGREEMENT This agreement is entered into as of July 1, 1990, between The Metropolitan Water District of Southern California (hereinafter referred to as "Metropolitan "), and City of Newport Beach (hereinafter referred to as "Newport Beach "). RECITALS The parties to the San Joaquin Reservoir Trust Agreement, as amended by the First Amendment effective July 1, 1980 (hereinafter referred to as "Trust Agreement "), have entered into a Memorandum of Understanding (hereinafter referred to as "MOU") as set forth in Exhibit A, and are in the process of executing an amendment (hereinafter referred to as "Second Amendment ") to the Trust Agreement as provided for in the MOU. m Metropolitan and Newport Beach desire to implement certain of their respective obligations toward each other as provided for in the MOU. OPERATIVE AGREEMENTS Section 1 Newport Beach permanently transfers to Metropolitan 38 acre -feet of its San Joaquin Reservoir (hereinafter referred to as "the. Reservoir ") capacity allocation shown on Table I thereby reducing its capacity allocation from 86 acre -feet to 48 acre -feet. Section 2 As compensation for said transfer of 38 acre -feet of capacity, Newport Beach shall be entitled to $265,000 (rounded to nearest hundredth) computed by multiplying 38 acre -feet by $6,996.98 per acre -foot. Section 3 Subject to final approval after its review and consideration of environmental documentation prepared by Metropolitan, Newport Beach agrees that Metropolitan may proceed with the capital improvements described in the MOU. In accordance with Section 3 and Exhibit A of the MOU, Newport Beach is responsible for $265,000 as its contribution towards the capital improvements provided for in the MOU. Section 4 on the transfer date, as there is no difference between the amounts due each party under Sections 2 and 3, no payment shall be due either party. Section 5 This purchase and sale shall only be effective upon the Transfer Date as provided for in the MOU and shall be voided if the MOU is voided or if Metropolitan elects to void this agreement because a party to the MOU has failed to fulfill its obligations to transfer capacity rights in regard to such transfer and capital improvement work provided for in the MOU. IN WITNESS WHEREOF, each of the parties has caused this contract to be executed by its duly authorized officials on the date hereinabove first written. m The Metropolitan Water District of Southern California Approved as to Form: Fred Vendig Gener Counsel By Jarlath Oley Senior Deputy General unsel ATTEST: G - City Clerk CITY OF NEWPORT BEACH SECOND AMENDATORY AGREEMENT TO SAN JOAODIN RESERVOIR TRUST AGREEMENT and between THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Scats. 1969, Ch. 209, as amended); CITY OF NEWPORT BEACH ( "NEWPORT" herein), a municipal corporation of the State of California; the Costa Mesa Merger Law (Water Code 6 33200 et sea.) and the County Water District Law (Water Code 9 30000 et seg.); 9 30000 et sea.); SOUTH COAST WATER DISTRICT ( "SOUTH COAST" herein organized and existing pursuant to the County Water District Law of the State of California, (Water Code 9 30000 et seg.); formerly known as South Coast County Water District; and THE IRVINE COMPANY ( "TIC" herein), a Michigan corporation, a successor in interest to The Irvine Company of West Virginia. ON i ..._..: RECITAL C The parties to the San Joaquin Reservoir Trust Agreement, as amended by the First Amendment effective July 1, 1980, hereinafter referred to as "Trust Agreement," have entered into a memorandum of understanding (hereinafter referred to as "MOU") as set forth in Exhibit E and, with corrections to Exhibits A, C and D of the MOU, desire by this Amendment to modify the Trust Agreement to accomplish the changes to the Trust Agreement provided for in the MOU. SECTION 1 Section id of the Trust Agreement is amended to read as follows: The undivided percentage ownerships of the Reservoir and the capacity allocations of each Owner therein are as set forth in the following Table I. Any increase or decrease in Reservoir capacity due to modifications or otherwise shall be allocated among the Owners so that the respective percentage ownership of each Owner iscnot changed. City of Newport Beach 48 1.57% Total 3,050 100.00% VA Table I Capacity Allocation Percentage Agency Name (Acre Feet) Ownership Irvine Ranch Water District 786 25.77% Mesa Consolidated Water District 324 10.63% City of Huntington Beach 222 7.28% Metropolitan 1,555 50.98% Laguna Beach County Water District 87 2.85% South Coast Water District 28 0.92% City of Newport Beach 48 1.57% Total 3,050 100.00% VA SECTION 2 Sections le and if of the Trust Agreement are stricken in their entirety. SECTION 3 Section 2c of the Trust Agreement is amended to read as follows; C. Powers (i) Majority Vote The Advisory Committee shall have the following powers which may be exercised only upon the affirmative vote of a majority of Owners representing in excess of 50% of the total ownership interests as shown in Table I hereof ( "majority vote" herein). Until July 1, 1999, ownership interests for purposes of this section shall be determined in accordance with Exhibit F to this,Agreement attached and incorporated by reference. Effective July 1, 1999, ownership interests for purposes of this section shall be determined in accordance with Table I of this Agreement. As provided in Section 7(d) hereof, a defaulting owner shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a majority vote, on the Advisory Committee. A. Render advice to METROPOLITAN as to policy matters affecting its duties as Trustee. B. Approve an annual budget, including all Reservoir expenditures as provided in Section 6a hereof. Provided, however, that capital improvement projects shall be approved by a three - fourths vote as provided in subparagraph (ii) below and Section 9c hereof. C. Approve an annual report prepared by METROPOLITAN including financial statements showing receipts and expenditures incurred by METROPOLITAN as Trustee prepared in accordance with METROPOLITAN's normal accounting practices. The annual report shall be prepared by METROPOLITAN for the preceding fiscal year and submitted to each Owner on or before August 31 of each year. The Advisory Committee shall meet to review the annual report prior to September 30 of each year. The Advisory Committee may direct Metropolitan to employ an independent auditor or auditing firm to review, and to report to the Advisory Committee concerning, the financial statements included in the annual report. The expense of employing any such auditor or auditing firm shall be included in the operating and maintenance expenses for the Reservoir. D. Ratify the terms of any sale of ownership interest in which METROPOLITAN participates as a seller or buyer as provided in Section 3c hereof, provided, however, that such ratification shall not be withheld unreasonably. E. Determine issues of alleged abuse of an Owner's Storage Rights referred to the Advisory Committee by METROPOLITAN as provided in Section 5a hereof. F. Confirm or adjust flow allocations extending beyond 72 hours as provided in Sections 5d(iv), 5e(iv) and 5f(v) hereof. G. Approve additional emergency deposits necessary from Owners when the budgeted contingency fund is exhausted as provided in Section 6d hereof. H. Approve Reservoir insurance program as provided in Section 8a. I. Approve alternate financing methods for Reservoir repairs as provided in. section 9b hereof. m J. Recommend resolutions to disputes among Owners as provided in Section 10a hereof. K. Approve improvement projects required to comply with orders of officials having jurisdiction over the Reservoir with regard to matters affecting the public health or safety. (ii) Three - Fourths Vote The Advisory Committee shall have the following powers which may be exercised only upon the affirmative vote of three - fourths of the total ownership interests as shown in Table I hereof. As provided in Section 7d hereof, a defaulting Owner shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a three - fourths vote, on the Advisory Committee. A. Approve capital improvement projects. Capital improvement projects shall be those projects which (1) are determined to be capital in accordance with the capitalization criteria set forth in Metropolitan's General Instruction 7H, Capitalization of Plant Assets as amended from time to time and (2) meet the criteria of section 9c. Improvement projects required to comply with orders by officials having jurisdiction over the Reservoir with regard to matters affecting the public health or safety shall not require three - fourths vote for approval but such projects shall require approval by a majority vote of the total . ownership interests as shown in Table I hereof. B. Approve alternative methods to finance Reservoir improvement projects as provided in Section 9c hereof. (iii) Unanimous Vote The Advisory Committee shall have the following powers which may be exercised only upon the affirmative vote of 100% of the total ownership interests as shown in Table I hereof ( "unanimous vote" herein). As provided in Section 7d hereof, a defaulting Owner shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a unanimous vote, on the Advisory Committee. A. Amendment of any provision of this Trust Agreement B. Release of Owners from payment of Reservoir expenses with respect to sold ownership interests as provided in Section 3e(iii) hereof. C. Approve amendments or variances to Operating Criteria as provided in Section 5(b) hereof. D. Approve use of Emergency Storage to satisfy normal operating requirements or a Demand Emergency as provided in Sections 5d(v) and 5e(v) hereof. SECTION 4 Existing Section 3f is stricken and existing section.3(g), as added by section 1 of the First Amendment Agreement to San Joaquin Reservoir Trust Agreement, effective first day of July, 1980, is relettered as section 3(f).. SECTION 5 Section 4 of the Trust Agreement is amended to read: Section 4. Future IRWD Debt Payments. IRWD has heretofore incurred bonded construct the Reservoir. The Owners listed on responsible for payments of the shares of IRWD retirement shown in Table II. indebtedness to Table II below are bond debt Name of Agency Irvine Ranch Water District Mesa Consolidated Water District Huntington Beach Metropolitan Water' District Laguna Beach County Water District South Coast County Water District Newport Beach Table II Ownership Interest Future Debt Subject to Future Debt Percentage 1,411 47.84% 583 19.76% 400 13.56% 300 10.17% 156 5.29% 50 1.69% It 50 1 1.69% 2,950 acre -feet 100.00°% Each Owner subject to future debt payment shall pay to IRWD a share, as set forth in Table II, of IRWD debt service payments as shown in Exhibit "C ", attached and by this reference incorporated herein. At least 30 days prior to the due date of each payment, IRWD shall provide the Owners shown in Table II with written notice of the amount of each Owner's share of the payment and the date when due. The method of payment of each Owner's obligation shall be determined by mutual agreement between IRWD and each Owner and may include, without limitation, use of postdated checks or transfer of "same day" money.. IRWD shall not be required to pay interest on money deposited in advance of the due date. SECTION 6 Section 5 of the Trust Agreement is amended to read as follows: SECTION 5 OPERATING CRITERIA FOR SAN JOAQUIN RESERVOIR a. Agency Storage Rim Storage capacity in San Joaquin Reservoir is available for use by each Owner for regulatory and emergency purposes. Reservoir storage capacity shall be divided into Emergency Storage R i and Regulatory Storage. Water in the Reservoir below elevation 423 feet is hereby designated as Emergency Storage and that above said elevation is designated as Regulatory Storage. Use of Emergency Storage and Regulatory Storage shall be governed by the provisions of this Section 5. Each owner hereby covenants with all other Owners to use its storage rights in a manner consistent with the provisions of this Section 5. If METROPOLITAN believes that any Owner is operating contrary to this covenant, METROPOLITAN shall endeavor to correct the violation and, if unable to do so, shall refer the violation to the Advisory Committee with recommendations. The Advisory Committee shall resolve the matter upon a majority vote and such resolution shall be final and binding upon all Owners. b. Operating Criteria Criteria for filling and drawing down the Reservoir ( "Operating Criteria" herein) shall be established and may be modified by the Advisory Committee in accordance with these provisions. The initial operating Criteria are attached hereto as Exhibit "D "- which by this reference is incorporated herein. METROPOLITAN may recommend amendment of the Operating Criteria from time to time. AmendmeA of the Operating Criteria shall require approval by a unanimous vote of the Advisory Committee. METROPOLITAN shall exercise reasonable efforts to adhere to the operating Criteria unless a variance thereto is approved by a unanimous vote of the Advisory Committee. Owners covenant not to sue METROPOLITAN, its officers, or employees and METROPOLITAN shall not be liable to the Owners for any damage to the Reservoir so long as METROPOLITAN has exercised reasonable efforts to operate the Reservoir in accordance with the approved Operating Criteria or any approved variance thereto or in the exercise of its judgment in response to an act of God or other emergency. C. Authority of METROPOLITAN METROPOLITAN shall exercise its best efforts to operate and maintain the Reservoir for the benefit of all the Owners to meet their regulatory and emergency requirements, consistent with the Operating Criteria, prudent operating principles, and with federal and state water quality, health, and safety standards. d. Normal Operations (i) Normal Conditions The Regulatory Storage of the Reservoir shall be available for use by the Owners when normal operating conditions prevail. Normal operating conditions prevail except when there is a Demand Emergency or an Extended Outage. For purposes of determining application of any METROPOLITAN pricing policy which takes into consideration excessive peaking requirements on the East Orange County Feeder No. 2, the Orange County Feeder and the Irvine Cross Feeder, the capacities shown in Table III shall be considered to be within an owner's system, and not within METROPOLITAN's system. The Regulatory Storage capacity shall be available to each Owner to offset such peak pricing policy, whether or not water is delivered to the Owner from the Reservoir, and shall be deemed to be replaced on the first day of each calendar month if the water surface elevation in the Reservoir was at elevation 423 feet or higher throughout the preceding calendar month. Table III Agency IRWD Mesa Consolidated City of Huntington Beach Metropolitan Laguna Beach South Coast Newport Beach Total Emergency * Regulatory Storage Storage Capacity In Reserve 261 AF 525 AF 107 AF 217 AF m 73 AF 149 AF 1,555 AF 0 AF 29 AF 58 AF 9 AF 19 AF 16 AF 32 AF 2,050 AF 1,000 AF * Above elevation 423; 67.211 of total capacity (ii) Substitute Water Delivery Under normal operating conditions, Owners shall have the right to receive, and METROPOLITAN will endeavor to provide, substitute water deliveries from METROPOLITAN'S distribution system to service connections serving Owners when direct deliveries of Reservoir water are not being made. In the event of a condition which prohibits normal Reservoir operations, METROPOLITAN will attempt to continue these substitute deliveries to provide service similar to normal operations. Substitute deliveries during normal operating conditions will, for billing purposes, be considered to have been made from an Owner's Regulatory Storage capacity. E i (iii) Use of Recrulatory Storage Regulatory Storage shall be used at the discretion of each Owner, except that for operation and maintenance purposes and subject to METROPOLITAN's obligations as trustee, METROPOLITAN may temporarily operate the Reservoir at less than full and thereby use any Regulatory Storage capacity which is not immediately needed by another Owner. METROPOLITAN shall use its best efforts to replace the Regulatory Storage thus utilized as soon as operationally feasible. Nothing contained in this Agreement is intended to alter the capacity rights of any Reservoir Owner in the East Orange County Feeder No. 2. Each Reservoir Owner hereby covenants to operate its system consistent with its capacity rights in East Orange County Feeder No. 2 and its Regulatory Storage capacity in the Reservoir. Subject to review by the Advisory Committee, METROPOLITAN may operate service connections to each Reservoir Owner to prevent violation of the foregoing covenant. (iv) Temporary Allocation - METROPOLITAN will use its best efforts to operate the Reservoir to meet all deliveries requested by Reservoir Owners. However, under unusual cirSumstances, including, but not limited to, mechanical failures or water quality deficiencies, METROPOLITAN temporarily will allocate the available flow from Regulatory Storage. No owner shall be entitled to demand flows from the Reservoir which exceed a percentage of available flows from the Reservoir equal to its ownership percentage as shown in Table I, but METROPOLITAN may temporarily allocate unused flows to Owners desiring additional flows. Any temporary allocation of flow which extends beyond 72 hours shall be confirmed or adjusted by a majority vote of the Advisory Committee. (v) Emergency Storage in Reserve Emergency Storage shall not be utilized for normal operations. Except as provided herein, the Reservoir shall not be operated at a surface elevation lower than 423 feet. METROPOLITAN shall notify all Reservoir Owners whenever it appears that the water elevation in the Reservoir is approaching 423 feet. METROPOLITAN shall call a meeting of the Advisory Committee to determine whether and upon what restrictions Emergency Storage may be utilized. Emergency Storage may be utilized to satisfy normal operations requirements only upon the unanimous vote of the Advisory Committee. 0 • i e. Demand Emergency Operations (i) Demand Emergencies A Demand Emergency is a sudden catastrophic occurrence within the area served by an Owner's distribution or storage system that is beyond an Owner's control, which causes unusually high water demand, and which requires unrestricted flows from the Reservoir. (ii) Mutual Aid Covenant Each Owner, other than Metropolitan, hereby pledges use of its Regulatory Storage capacity to each other Owner in the event of a Demand Emergency and hereby covenants to reduce or cease withdrawals from the Reservoir so that such Regulatory Storage capacity is available for use by any Owner with a Demand Emergency. (iii) Procedures and Temporary Allocations An Owner with a Demand Emergency shall notify METROPOLITAN. METROPOLITANmshall immediately take all steps necessary to provide maximum safe flows from the Reservoir to such Owner. METROPOLITAN shall determine if flows to other Reservoir Owners must be allocated in order to meet the Demand Emergency from Regulatory Storage available in the Reservoir. If so, METROPOLITAN shall determine the extent to which flows must be allocated and shall notify each Reservoir Owner as to the amount of flow it is entitled to take from the Reservoir during the Demand Emergency. Each Owner shall make appropriate internal adjustments to its distribution system to operate within the flow allocations established by METROPOLITAN. In the event any Owner fails to make such adjustments, METROPOLITAN may operate service connections serving such Owner from the Reservoir to implement the allocation. (iv) Extended Emergencies In the event that a Demand Emergency exceeds 72 hours in duration, METROPOLITAN may, as deemed necessary, call an extraordinary session of the Advisory Committee for purpose of confirming or adjusting the Demand Emergency allocations established by METROPOLITAN. The Advisory Committee shall act to confirm or adjust the Demand Emergency allocations upon a majority vote of the Advisory Committee. (v) Exhaustion of Regulatory Storage In the event that a Demand Emergency exhausts the available Regulatory Storage of the Reservoir, Emergency Storage may be utilized to satisfy the Demand Emergency 10 requirements of a Reservoir Owner only upon a unanimous vote of the Advisory Committee. Extended Outage Operations (i) Extended Outage Conditions Emergency Storage shall be available for use in the event of an Extended Outage. An Extended Outage is an event which interrupts or restricts in -flow to the Reservoir from East Orange County Feeder No. 2 for longer than 48 hours as determined in the sole discretion of METROPOLITAN. (ii) METROPOLITAN Alternate Sources In the event of an Extended Outage, METROPOLITAN will make every effort consistent with METROPOLITAN's water service regulations to substitute deliveries from other facilities. (iii) Use of Emergency Storage "In the event of an Extended Outage METROPOLITAN shall notify the other Owners thkt an Extended Outage exists. During an Extended Outage, all water in the Reservoir shall be Emergency Storage subject to the flow allocations provided herein until such time as all storage is exhausted. (iv) Flow Allocation Each Owner shall be entitled to a percentage of available flows from the'Reservoir in proportion to its ownership percentage shown in Table I. Each Owner may use such flows for so long as it has unused Emergency Storage capacity. Each owner shall be entitled to Emergency Storage Capacity in proportion to its ownership percentage shown in Table III. METROPOLITAN shall insure that no Owner exceeds its allocated Extended Outage flows and Emergency Storage capacity and may operate service connections to assure compliance. This allocation will continue until the Extended Outage condition is corrected or until the water in the Reservoir has been exhausted, whichever occurs first. (v) Released Flows and Reserved Capacity If an Owner does not require immediate use of its full flow entitlement, it may notify METROPOLITAN that part or all of its flow entitlement may be released to other Owners. Any such notice shall be within 24 hours after METROPOLITAN's notice that an Extended Outage exists and shall specify the percentage of flow entitlement to be released and the time period for the released flow. After consulting the other Owners as to their needs, METROPOLITAN shall make a reasonable 11 allocation of such released flows among the other Owners. METROPOLITAN shall notify the Owners as to the allocation of released flows and each Owner, within 24 hours, may request an immediate extraordinary session of the Advisory Committee for purposes of confirming or adjusting, upon a majority vote, the allocation of released flows. Any Owner other than METROPOLITAN using released flows may not.withdraw more than its own Emergency Storage capacity. METROPOLITAN may not withdraw more than its Regulatory Storage capacity. Any Owner may add such capacity obtained by assignment as provided in Paragraph (vi) below. The time period for the released flow may be extended from time to time by the releasing Owner, subject to the foregoing requirements for allocation. The releasing Owner shall be entitled to reserve all or a portion of its Emergency Storage capacity for use when the time period for released flow expires. Upon expiration of the time period for released flow, each Owner shall be entitled to a percentage of available flows from the Reservoir in the proportion that its remaining Emergency Storage capacity, including reserved capacity, bears to the total Emergency Storage remaining in the Reservoir. METROPOLITAN's rights and obligations under this subsection shall be based upon its Regulatory Storage capacity. (vi) Assignment of Capacity and Flow Allocation Each Owner may assign part or all of its Emergency Storage capacity or flow entitlement or both to another Owner upon such terms as are mutually agreeable to the assignor and the assignee. METROPOLITAN may assign part or all of its Regulatory Storage capacity or flow entitlement. The assignor Owner shall notify METROPOLITAN as to the assignment and METROPOLITAN shall operate the Reservoir accordingly. (vii) Reservoir Refill At the conclusion of an Extended Outage, the Reservoir will be refilled. Flows from the reservoir will continue to be restricted until the water surface has reached elevation 423 feet. g. Reservoir Maintenance and Repair (i) Authority Except as provided herein, METROPOLITAN shall have complete authority to decide all matters pertaining to the maintenance and repair of the Reservoir and its appurtenances. Maintenance and repair activities are those necessary to continue or restore the operating capabilities or characteristics of the Reservoir as contemplated and required 12 in this Agreement and do not include capital improvement projects which result in enhancement of Reservoir operating capabilities or characteristics. (ii) Normal Maintenance and Repairs Normal maintenance and repairs include but are not limited to routine activities, such as daily patrolling and maintenance of roads, meter and instrument readings, Reservoir cleaning not requiring shutdown of the facility, chemical treatment, and grounds upkeep and periodic maintenance or repair projects which require the Reservoir to be out of service. The Reservoir's annual budget shall provide for normal maintenance and repair and shall separately identify major maintenance or repair projects. METROPOLITAN, to the greatest extent practicable, shall schedule major maintenance or repair projects requiring the Reservoir to be out of service at times of the year when water demands are low and will endeavor to keep the Reservoir fully operational during periods of high seasonal demand. Maintenance or repair projects which affect the useful operations of the Reservoir, to the greatest extent practicable, shall be scheduled in advance and coordinated with the other Reservoir Owners through the Advisory Committee. The Reservoir annual report shall separately account for major maintenance or repair projects. (iii) Emergency Maintenance and Repair Emergency maintenance and repair activities are those required by unforeseen events, which require immediate action and which are not specifically anticipated in the annual budget. METROPOLITAN may undertake emergency maintenance and repair activities without prior consultation with the Advisory Committee or any Owner. The annual Reservoir budget shall provide a reasonable contingency fund for emergencies. SECTION 7 Section 6a of the Trust Agreement is amended to read as follows: SECTION 6 RESERVOIR EXPENSES a. Allocation and Annual Reservoir Budget METROPOLITAN shall prepare a proposed Reservoir budget for each fiscal year, commencing July 1, and submit it to each Owner not later than March 31 of each year. The Advisory Committee, prior to April 30, shall consider and adopt a Reservoir budget for the ensuing fiscal year. The Reservoir annual budget shall allocate among owners, in accordance with the percentages shown in Exhibit F attached and incorporated by 13 �7 reference, all Reservoir expenses, other than those described in Section 4 and Section 9, for the ensuing year. Reservoir expenses shall be estimated and budgeted based upon the provisions of this Trust Agreement. The Reservoir annual budget shall include a reasonable contingency fund to pay the cost of emergency maintenance and repair activities and to pay any legal liability not specifically enumerated in the Reservoir annual budget. Upon approval of the budget, METROPOLITAN shall be authorized, without further approval by the Advisory Committee, to undertake the expenditures set forth in the budget. Debt service obligations set forth in Section 4 and Section 9 shall be submitted within the annual budget but are not subject to approval by the Advisory Committee as provided in section 2c(i)B hereof. SECTION 8 Section 9c of the Trust Agreement is amended to read as follows: C. Capital Improvement Projects Capital Improvement prrojects are those which will result in enhancement of the operating capabilities or characteristics of the Reservoir. A three - fourths vote of the ownership interests shall be necessary to approve Capital Improvement Projects under the conditions specified in Section 2c(ii) A hereof; provided, however, Capital Improvement Projects may be approved and carried out by less than three - fourths of the ownership interests if, and only if: (1) the Owners who agree to participate in such improvement project shall pay 100% of the cost thereof; and (2) the project will not detrimentally affect Reservoir use as contemplated in this Trust Agreement or increase the cost to any non - participating Owner: All improvement projects, whether or not approved by a three - fourths vote of the Advisory Committee, shall be carried out or contracted for by METROPOLITAN, as Trustee. The cost of approved Reservoir improvement projects shall be allocated in the percentages provided in Table I and paid in accordance with Section 6 hereof unless an alternative method of financing is approved. Upon the request of any Owner, METROPOLITAN shall report to the Advisory Committee any feasible alternative method to finance improvement projects. The Advisory Committee may approve an alternative method to finance an improvement project upon a three - fourths vote of the ownership interests so long as the costs are allocated in the percentages provided in Table I. SECTION 9 Section 9d of the Trust Agreement is amended to read as follows: 14 d. Payment Obligations 0 In the event that an alternative method to finance a repair or an improvement project is approved, the Owners shall be responsible for payments of the percentages of repair or improvement financing costs shown in Table I. At least 30 days prior to the due date of each payment, METROPOLITAN shall provide the Owners with written notice of the amount of each Owners share and the date when due. The method of payment of each Owner's obligation shall be determined by mutual agreement between METROPOLITAN and each Owner and may include, without limitation, use of postdated checks or transfer of "same day" money. METROPOLITAN shall not be required to pay interest on any sums deposited with it prior to the due date. SECTION 10 Section 10d of the Trust Agreement is amended to read as follows: d. Notices All written notices that are required either expressly or by implication to be given by one party to any other under this Trust Agreement shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Postal Service office for delivery by registered or certified mail. Unless and until METROPOLITAN is otherwise notified in writing, such notices shall be addressed to the parties as follows: Irvine Ranch Water District Post Office Box DI Irvine, California 92716 The Metropolitan Water District.of Southern California Box 54153 Los Angeles, California 90054 City of Huntington Beach Post Office Box 190 Huntington Beach, California 92648 City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, California 92627 15 0 `J Laguna Beach County Water District Post Office Box 987 Laguna Beach, California 92652 South Coast County Water District 31592 West Street South Laguna, California 92677 SECTION 11 TIC's status, rights and obligations as an Owner and a party in the Trust Agreement are fully terminated when this Second Amendment becomes operative. However, although TIC's ownership share was not subject to specified cost - sharing obligations under this Agreement, the ownership interests transferred became subject to all obligations, excluding any share of IRWD's future debt service payment obligations arising out of previously incurred bonded indebtedness. SECTION 12 Subject to compliance with section 14, this Second Amendment shall become operative upon final approval by each owner, after review and consideration of the environmental documentation by each party other than TIC, prepared by METROPOLITAN in its capacity as lead agency for purposes of compliance with the California Environmental Quality Act. SECTION 13 The parties agree to substitute Exhibit G for Exhibit A to the MOU, Exhibit H for Exhibit C to the MOU, and Exhibit I for Exhibit D to the MOU. SECTION 14 This Second Amendment shall become operative upon the Transfer Date specified in the MOU. If the MOU is voided by METROPOLITAN or any of the other Owners for a reason permitted by the MOU or by METROPOLITAN because an Owner has failed to comply with its obligation under the MOU, this Amendment shall be voided. In witness whereof, each of the parties has caused this Amendment to be executed by its duly authorized officers on the date hereinabove first written. 16 • L] THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA Approved as to form: By FRED VENDIG General Counsel y By Jarlath (ley Senior Deputy Ge ral Counsel 4 IRVINE RANCH WATER DISTRICT OF �b�r 1�oNi BY . 9/ BY . m CITY OF HUNTINGTON BEACH By By ATTfi T: CITY OF NEWPORT BEACH B � Mayor City Clerk By MESA CONSOLIDATED WATER DISTRICT By By 17 i Y. ; a H z n m O m N X + S N m A 2 T n 0 m n p ti o_ � m • N m n I m ♦ n m ! c J ca n m J a a a a a a a a a a < ' n n -• n a m V P U n W N O D d l m n l \ \ \ \ \ \ \ \ \ \ A -. m .c m n a n � m m a o •+ N N u r IT 0 V m n A L n c n C S- -� 6 n] 3 ; z N r S S - N P •O + A V a N A V O n n m m O ] O m n m m m C V V W m U O P N m N L n J C � 11 11 11 �I 11 It Ii m^ -w 3 m x' -• n ; z b r ;- N W V O w P o W P W n n n m m n n n O m c C n l IT O J n Q 'O C b r y� M �• J a] '+ m J n n IK 'O 3 n ml O n 10 O P O N W W P U U �• m n 0 m m n J A W U u m W + a r W N n O m b G> 0 n J S n n m m] O J N N N N N W W W W t � n n 0 O O O n b O m � �• J b J n S m -• >• N O N U O O N t P O - o -• b o. n m c a n» b v V m a a o + + N w m v n o o » n J c >• n n �K m J +] J -• n m n m< n m V S O a m P U W N + P 6 ] I n O l n 6 m m n n O + n m a N m u P a N J O n S n J J n �• O N U U U t� O O P P U N O n O N n d a n d n C m n -• l O m a N U V a N U (9 O - m m o n 0 m J n o n n + + + + + + \ m < _• n- n a a O N N W A U P Ix J 0- � -• b b < n d - O J -• J J- L -.• » n J J t t U U P P V V m m n b m r. S n n m a W m W m W m w P Ia n m m o n n z U 1 ^ n m + N N N N N N \ O O C O n V V r A O V W a U W m •. n n n n .. m o m] m n m J n< J N N N N N N O m- n � C d m n O O 0 0 0 3 n O n m S O n n 0 U O O O O O O O O O n 3 W O P ♦ ; . m n r ♦ L O O n U p p W W N N O n n m J n n OI 01 P t W + a V U U • O n n L � J n a O n N w W W W W W W W N n C 1 »• O b U U U U U N U U U O I� O n n a o s a + T I o J o 0 0 0 0 0 0 0 0 0 + a L o 0 0 0 0 0 0 0 0 0 b ; a H z n m O m N X + S N m A 2 T n 0 m n p ti o_ C <—j N R d C d' 1G n rt W d N d N r N •• -i L d -y n -i N S lD J N O n O z O N N R L O — � o n r is Z !i1 N d O n 1 n N !p d O N G G J C O fJG N N N N !p rt C O d N c v n N N b z n LL J L o d O R b (p L n R R O d d Ip R n n d o n � - o J m i Z z d c lD n O N l pF b < o n O m N c< b o n Z I d � tN9 m n = n n J J � R N y L C N d o c 0 0 3 d n R l0 J N L L R N n Z d � S n d d J. L M O\ n d N n O Z R C1 W 3 N IJi S N �G K W G• R O a O A C � O R nib en 7 C - > O N n n C a O� O D• O O w -+ L n ' N a O d r n V n n N n b J fj �r < � r to n n N •r > i.e\i • J N G VI IO W K. D` c z o 0 JL J O O N A A N CT n N • n n C d d L J I C n R N O b l O R N J q b O w N O1 \ N V lT N � r O S a lD Fro � n n < >x J r ty T R y m n !D N T R MK O = T J _ n n N c, N C n R a z - L N fD G d l N D n R n O K d rt r a n O - N I O O O � O N R d C d' 1G rt n d N d G N S lD J N O O O J N N N N !p rt C O L n R R O d d Ip R n n d O n R O J m J lD O 6 b K O j n Z O m = y N d o b n n R � S d R � d a�L nib n n C a O� O D• O O w -+ n 0 ' V �r to � •r > i.e\i • N N � VI IO W K. D` � N JL O O N A A N CT • R'n O b b O w N O1 \ V lT N Z lD Fro � T R y m R MK O = T a - N ^ O O O O O C O O C L q r ➢ O n n b Z Z Z O n d In -� A a ➢ D D ➢ > ➢ ➢ T - n pI� a a n i O D D > ➢ ➢ D D = 'G OT I !' n O to N tv V O n G I m m Vt N A O� R T• V K n J G \ C O V N tT 6 W w' V L EXHIBIT H SAN JOAQUIN RESERVOIR - COVER Alternative D - Influent Pipeline Lavout No. 1 Install a floating cover over the existing reservoir, modify distribution piping, and add influent piping to deliver water to the southerly ends of "A" and VC" Canyons. Storaae Capacity Potable water reservoir Cover Size Gross Surface area Thickness Anchor curb elevation s Chafer Recruirements Width, along side slopes Bottom elevation Chafer area Thickness m Added Influent Pipina Material Inside diameter Length Estimated Costs 3,000 AF 2,610,000 ft2 45 Mils E1.471 average - -53 feet E1.460 463,000 ft2 36 Mils RCP /Gasketed Joints 60 inches 3,800 feet 1. Floating Cover & Appurtenances $10,409,000 2. Distribution Piping Modifications 130,000 3. Influent Piping Additions & Appurtenances 1,410,000 4. Ammonia Facilities 1,466.000 Total Estimated Construction Cost 13,415,000 Estimated Engineering & Overhead Cost 3,585,000 Total Estimated Costs $17,000,000 0 EXHIBIT I • SAN JOAQUIN RESERVOIR LOCAL AND EMERGENCY STORAGE ALLOCATION * Pre 7/1/91 Post 7/1/91 Capacity Local Emer. Capacity Local Emergen. Ownership Owner Owner Ownership Owner Owner IRWD 1411 (46.26 %) 697 714 786 (25.77 %) Mesa 583 (19.12 %) 288 295 324 (10.63 %) H.B. 400 (13.11 %) 198 202 222 ( 7.28 %) MWD 300 ( 9.84 %) 148 152 0 0 L.B. 156 ( 5.11 %) 77 79 87 ( 2.85 %) S.C. 50 ( 1.64 %) 25 25 28 ( .92 %) N.B. 86 ( 2.82 %) 42 44 48 ( 1.57 %) T.I.C. 64 1 2.10 %) 32 32 0 0 261 525 107 217 73 149 0 0 29 58 9 19 16 32 0 0 (52.54 %) (21.71 %) (14.86 %) 0 (5.81 %) (1.84° %) (3.24 %) 0 TOTAL 3050 1100.00 %) 1507 1543 1495 49.02% 495 1000 100.00% NOTE: Post 7/1/91 local emergency is allocated to each owner based upon their pre 7/1/91 percentage ownership of emergency storage after adjusting for the exclusion of MWD and TIC. Local seasonal storage is then based upon post 7/1/91 capacity ownership less local emergency ownership. m r- �� hb IR111 ?: R:I1f H 11,4}:H INJIR4T I RV I 1 E RANCH WATER 111STI 117 P.O. Box 6025. 18802 Bardeen Ave.. Irvine, CA 927f6-6G25.(714)476-75G0 July 29, 1991 To: San Joaquin Reservoir Advisory Committee SUBJECT: SALE OF CAPACITY AND SECOND AMENDATORY AGREEMENT TO THE SAN JOAQUIN RESERVOIR Enclosed for your files is an executed copy of the Sale of Capacity Agreement and Second Amendatory Agreement for the San Joaquin Reservoir. If you have any questions regarding this matter, please feel free to cont<-ct me. Sin re y, Rontl?NW Yc Gen ril\Man< Enclosure lk BY THE CITY CUJ CITY OF NEWPOiiT BEt l ' City Council Meeting IKAI 1 3 1° 1 R November 13, 1990 Agenda Item No. F-3(h) TO: MAYOR PLUMMER AND MEMBERS OF THE CITY COUNCIL From: Robert J. Dixon, Utilities Director C — 2_1 3 SUBJECT: SECOND AMENDATORY AGREEMENT TO THE SAN JOAQUIN RESERVOIR TRUST AGREEMENT Recommended action: If desired, approve the amendments to the San Joaquin Reservoir Trust Agreement providing for transfer of majority ownership to the Metropolitan Water District. Background: San Joaquin Reservoir (SIR) is vital to Newport's water service and supply. Recognizing this the City Council in October 1989 approved a Memorandum of Understanding among the various owners of SIR. This MOU provided for the writing of amendments to the governing Trust Agreement that would transfer a portion of each of the present owners capacity rights in SIR to MWD to the extent that MWD would have control of the reservoir. In exchange for these transferred rights, MWD will pay for the cost of the needed water quality improvements. San Joaquin Reservoir is the source of supply for almost all water used in the City of Newport Beach and due to its location and elevation eliminates in large part the need for pumping water. The reservoir is managed by the Metropolitan Water District (MWD) on behalf of the several owners. Newport Beach owns 86 acre -feet of water storage in the reservoir, slightly less than 3% of the capacity. The State Department of Health has notified the owners of the reservoir that the water quality problems connected with an open reservoir must be resolved. SIR has experienced numerous water quality problems since the reservoir became operational in 1966. In the past two years, the reservoir has been taken out of service on more than 15 occasions because of microbiological problems, In December, a new regulation placing stringent limits on coliform bacteria will have severe ramifications for the operation of SIR (i.e., removal of the reservoir from service for an indefinite period of time). The amended agreement has been competed and is presented to the Council for approval. Newport will retain 43 acre -feet of storage in SIR, the City's s 41 share of debt service for the reservoir will continue as at present for the next two years at which time the debt will be amortized. Following approval of the amended agreement, MWD will proceed with the needed water quality improvements required to keep San Joaquin Reservoir in service. This matter was discussed by the Utilities Committee at its meeting on October 29, 1990. The Utilities Committee recommended that the agreement be brought to the City Council with a recommendation for approval. Resp ully submitted, i Robert J. Dixon Utilities Director 2 a CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (714) 644 -3005 TO: FINANCE DIRECTOR FROM: CITY CLERK DATE: March 15, 1990 SUBJECT: Contract No. C -2193 Description of Contract San Joaquin Resemir Mamrandum of Understanding Effective date of Contract Authorized by Minute Action, approved on September 11, 1989 Contract with The Metropolitan Water District of Southern California; Address Irvine Ranch Water District, etc. Amount of Contract (See Agrewient) "94aa' C i ' e Wanda E. Raggio City Clerk WER:pm Attachment 3300 Newport Boulevard, Newport Beach rd eri a CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (714) 644 -3005 TO: FINANCE DIRECTOR FROM: CITY CLERK DATE: March 15, 1990 SUBJECT: Contract No. C -2193 Description of Contract San Joaquin Resemir Mamrandum of Understanding Effective date of Contract Authorized by Minute Action, approved on September 11, 1989 Contract with The Metropolitan Water District of Southern California; Address Irvine Ranch Water District, etc. Amount of Contract (See Agrewient) "94aa' C i ' e Wanda E. Raggio City Clerk WER:pm Attachment 3300 Newport Boulevard, Newport Beach • September 11, 1989 CITY COUNCIL AGENDA ITEM NO. F -3(c) TO: MAYOR STRAUSS AND MEMBERS OF THE CITY COUNCIL y -(,: i} OUNrI1 From: Utilities Director CfT" ) . _NPP;T �Exi SUBJECT: SAN JOAQUIN RESERVOIR MEMORANDUM OF UNDERSTANDING S EP 11 1989 C - 2/ 93 APPMER. RECOMMENDATION: If desired, authorize the Mayor and City Clerk to enter into a Memorandum of Understanding (MOU) with the participants in the San Joaquin Reservoir Trust Agreement that provides for the purchase of certain rights in the reservoir by the Metropolitan Water District of Southern California (MWD), and for certain capital improvements to remedy its water quality problems. BACKGROUND: San Joaquin Reservoir which is situated just beyond the boundaries of the City of Newport Beach supplies all of the water used within the City. Customers receive their water either directly from San Joaquin or indirectly through Big Canyon Reservoir which is supplied with San Joaquin water. Construction of San Joaquin Reservoir was started in January 1963. It was originally owned by the Irvine Ranch Water District which leased out capacity to others. MWD began operating the reservoir by agreement in 1966. In 1980 a Trust Agreement was signed among the now several owners providing for the operation of the Reservoir. San Joaquin is a 3,050 acre - foot reservoir (approximately one billion gallons). Newport Beach owns 64 acre -feet of capacity within the reservoir. Since 1976 water quality problems have seriously impacted the operation of San Joaquin and traveled from San Joaquin into the Newport system. Among the problems have been bacteriological organisms, midge fly larvae, African clawed frogs, algae growth, and turbidity. The frogs were eliminated in a massive cleaning operation in 1985. Heavy chlorination of the reservoir has reduced bacteria and algae levels. The use of chlorination, however, has created trihalomethanes (TTHM), a group of compounds that are suspected human carcinogens. Total TTHMs levels have been near the maximum allowable limits for drinking water. These standards are to be made more stringent under the 1988 revision to the Federal Safe Drinking Water Act. Water from San Joaquin is not expected to meet new standards. The State Department of Health Services has directed the San Joaquin Trust members to rectify the water quality problems at San Joaquin. If not rectified, the reservoir may be taken out of service or the suppliers of water from San Joaquin will be required to notify all consumers of the potential hazards. SUBJECT: SAN JOAQUIN RESERVOIR MEMORANDUM Of UNDERSTANDING Page 2 The supply of safe drinking water is a basic function of government. Given conditions at San Joaquin it has become increasingly difficult for the City to supply water of a consistently high quality. During the past few months the City's water supply has suffered algae problems, the outbreak of midge fly larvae, and taste and odor problems. All relate directly to the situa- tion at San Joaquin. In order to rectify the water quality problems and to maintain the reservoir in service, the members of the Reservoir Trust have agreed, pending approval by their respective Councils and Boards, to sell a portion of their capacity in the Reservoir to MWD. The monies received from the sale will be used to fund the needed water quality improvements. Under the terms of the agreement Newport Beach would sell 21 acre feet of its 64 to MWD. As part of the agreement the City would not be obligated to pay monies in excess of those received for water quality improvements. The Water Committee at its meeting on August 25, 1989 declared that the quality of the drinking water supplied to the residents of the City is to receive the highest possible consideration. The Committee noted that a number of residents of the City have homes overlooking San Joaquin Reservoir. The final decision as to what is done to mitigate the water quality problems at San Joaquin will have an impact on these residents. The Water Committee has requested staff to work with MWD and the homeowners to provide a workable solution. The Water Committee reviewed the MOU at its meeting on August 25, 1989 and unanimously support it and recommend it to the Council for adoption. A copy of the report of the MWD General Manager and his Board of Directors is attached to this report for your information. Res e tfully submitted yy� Robert J. Dixon Utilities Director RJD:hh Attachment Z F 0 9 8 -3 • AM0 �1 MFTROPOUTAN WATER DISTRICT OF SOUTHERN CALIFORNIA August 7, 1989 N (Water Problems Committee -- Action) ro: Board of Directors (Engineering and Operations Committee -- Action) Fnn,_ General Manager Memorandum of Understanding for Water Quality Improvement and Revised Ownership at San Joaquin Reservoir Summary By letter dated June 27, 1988, your Board was provided information regarding the water quality problems at San Joaquin Reservoir and was advised that negotiations were under way to address these problems and to increase Metropolitan's ownership rights in the reservoir for operational purposes. As recommended by that letter, the • Board approved Appropriation No. 561 to fund a preliminary engineering study and preparation of an EIR for anticipated capital improvements to remedy water quality problems at the reservoir. A draft preliminary engineering study has been completed, identifying several project alternatives, with estimated costs ranging from $12 million to over $100 million, and the draft EIR has been circulated for public comment. • The long -term water supply needs of those water agencies served by San Joaquin Reservoir and the connected pipelines are being addressed in the south Orange County study. Any project resulting from that study would probably not be available much before year 2000. For the near future, Metropolitan will not have capacity in the San Joaquin Reservoir area to provide normal level of service unless we can fully integrate the reservoir into Metropolitan's distribution operations. Under current ownership percentages, Metropolitan's share of the reservoir capacity, and hence its operating flexibility, is quite limited. Metropolitan has been negotiating with the other owners of the reservoir to reach a Memorandum of Understanding whereby Metropolitan can increase its operating flexibility, and needed capital improvements can proceed. The proposed MOU is now being circulated for approval by all members of the 0 Board of Directors -2- August 7, 1989 • Trust. The essential terms and conditions of this MOU provide that the other owners collectively sell a certain portion of their capacity to Metropolitan and contribute $8,332,800 to the cost of the capital improvements, and that Metropolitan perform the needed capital improvements and fund the remaining portion of the cost. The MOU provides that capital improvement work to resolve water quality problems will be subject to full compliance with California Environmental Quality Act (CEQA). The proposed authorization itself is therefore exempt from CEQA. Recommendation That the General Manager be authorized to enter into a Memorandum of Understanding (MOU) with the participants in the San Joaquin Reservoir Trust Agreement that provides for the purchase of certain rights in the reservoir by Metropolitan, and for capital improvements to remedy its water quality problems, substantially on the terms set out in the Detailed Report; such MOU to be in a form approved by the General Counsel. • Detailed Report By letter dated June 27, 1988, your Board was provided information regarding the water quality problems at San Joaquin Reservoir and was advised that negotiations were under way to address.these problems and to increase Metropolitan's ownership rights in the reservoir for operational purposes. The Board approved the recommendations contained in that letter authorizing Appropriation No. 561 in the amount of $380,000 to fund a preliminary engineering study, and the preparation of an Environmental Impact Report (EIR) for anticipated capital improvements to remedy water quality problems at the reservoir. A draft preliminary engineering study has been completed, and it identifies several project alternatives, including a floating cover, fixed covers, replacement of the reservoir with a pipeline, no project, an effluent filtration plant and abandonment of the reservoir. The estimated cost of the project's alternatives that entail construction of a facility vary from $12 million to over $100 million. The draft EIR has been completed and circulated for public comment. We expect that the final EIR will be presented to the Board about December 1989, at which time funding for the • purchase of capacity rights and the final design of any selected project will be requested. 7 1 • • i Board of Directors -3- August 7, 1989 The San Joaquin Reservoir is jointly owned by Metropolitan and a number of local agencies (Local Owners) under terms and conditions specified in the San Joaquin Reservoir Trust Agreement. Under this trust agreement. Metropolitan owns the water in the reservoir and operates and maintains the reservoir, but storage capacities and costs are shared according to ownership percentages as shown in Exhibit A. Metropolitan's ownership is currently 9.84 percent. As part of our continuing projection of future water demands and facility studies, we have evaluated both the near and long -term needs of those water agencies served from San Joaquin Reservoir and the connected pipelines. The long -term needs of the area are being addressed in Metropolitan's south Orange County study. However, any project resulting from that study would probably not be available to serve the area much before year 2000. Between now and the time a project to meet the long -term needs can be available. Metropolitan does not have capacity in the San Joaquin Reservoir area to provide the same level of service that is provided to other areas of our system. Preliminary estimates of future water demands in the south Orange County area currently served by San Joaquin Reservoir indicate that demands will exceed Metropolitan's present system capacity by 1992. Better integration of the reservoir into Metropolitan's distribution operations is essential to meeting these increased demands. To do this, the reservoir must be operated in a fill -draft mode, and the water quality problems being experienced at the reservoir must be resolved. Under current ownership percentages, Metropolitan's share of the reservoir capacity, and hence its operating flexibility, is quite limited. The majority of the reservoir capacity is currently owned by the Local Owners and must be reserved for their regulatory and emergency storage needs. In addition, the Local Owners have been generally unwilling to fund a large capital expenditure for a water quality improvement project without a change in the existing ownership agreements. Negotiations between Metropolitan and the Local Owners have been under way for some time to arrive at terms under which Metropolitan can increase its operating flexibility, and the needed capital improvements can be funded. A Memorandum of Understanding (MOU) which would accomplish these objectives by amending the existing trust agreement is now being circulated for approval by all members 0 0 Board of Directors _4- August 7, 1989 • of the San Joaquin Reservoir Trust Agreement. The MOU provides for the following: • The Local Owners agree, on or before July 1, 1991, to sell to Metropolitan 1,255 acre -feet of capacity rights in the reservoir. This would be in addition to capacity already owned by Metropolitan. The purchase price to be paid by Metropolitan to the Local Owners will be $6,640 per acre -foot, payable in a single payment of $8,332,800. • The Local Owners agree that they will collectively be responsible for $8,332,800 of the cost for the required capital improvements in proportionate shares based on their post - transfer capacity rights as shown in Exhibit A. • Metropolitan agrees, subject to full compliance with the California Environmental Quality Act (CEQA), to perform the capital improvement work at the reservoir as necessary to resolve the identified water quality problems. A series of alternatives, including the no • action alternative, have been analyzed in the draft EIR. • The Local Owners agree that Metropolitan's capacity rights may be fully utilized to meet seasonal and regulatory water service needs. • The Local Owners agree that if after compliance with CEQA Metropolitan cannot go forward with the water quality improvement project or if the allowable improvement project is determined by Metropolitan to be not cost effective, Metropolitan can, at its discretion, void the MOU. • Metropolitan agrees that if it does not proceed in good faith or if sufficient progress toward the accomplishment of the water quality improvement project is not evident by June 1, 1991, the Local Owners will be entitled to void the MOU, unless an extension of time is granted. • If as provided above, the MOU is voided by Metropolitan or by the Local Owners, the Trust Agreement will continue in effect unmodified. is I U n J • Board of Directors -5- August 7, 1989 • All parties agree that the proportion of operation and maintenance cost - sharing related to the transferred capacity will change incrementally over a nine -year period, as described in Exhibit B. The proposed revisions to the San Joaquin Reservoir Trust Agreement are the result of considerable negotiation and represent a framework to carry out necessary changes to ownership proportions and to obtain needed participation by Local Owners in the essential improvement project. Under the MOU, the amount to be paid by the Local Owners is fixed at $8,332,800 regardless of the actual cost of the improvement project. Metropolitan will be obligated to fund the remaining portion of the cost. Because the subject MOU provides that capital improvement work to resolve water quality problems will be subject to full compliance with CEQA, no environmental review or documentation is required for your Board to act on this request. The proposed authorization is exempt from CEQA because it consists of a paper transaction only which does not commit the District to an activity that could adversely affect the physical environment. REW /WFM /red Attachments Cak Boronkay EXHIBIT A Name Existing Percentage Post - Transfer Post - Transfer of Agency Capacity AF Ownership Capacity AF _ Percent /Own Irvine Ranch Water District 1,411 46.26 671 22.00 Mesa Consolidated Water District 583 19.11 278 9.12 Huntington Beach 400 13.11 400 13.11 Metropolitan 300 9.84 1,555 50.98 Laguna Beach County Water District 156 5.12 78 2.56 South Coast County Water District 86 2.82 25 .82 The Irvine Company 50 1.64 - -- - -- Newport Beach 64 2.10 43 1.41 • TOTAL 3.050 100.08 3.050 100.08 • 8 EXHIBIT B MAINTENANCE COST - SHARING OBLIGATION RELATED TO TRANSFERRED CAPACITY Capacity Ownership /O &M Obligation MWD OTHERS Fiscal Year AF % AF 8 1987 -88 300 9.84 2,750 90.16 1988 -89 300 9.84 2,750 90.16 1989 -90 300 9.84 2,750 90.16 1990 -91 300 9.84 2,750 90.16 1991 -92 450 14.75 2,600 85.25 1992 -93 600 19.67 2,450 80.33 • 1993 -94 750 24.59 2,300 75.41 1994 -95 900 29.51 2,150 70.49 1995 -96 1,050 34.43 2,000 65.57 1996 -97 1,200 39.34 1,850 60.66 1997 -98 1,350 44.26 1,700 55.74 1998 -99 1,500 49.18 1,550 50.82 1999 - Forward 1,555 50.98 1,495 49.02 111111.1[ I111VII 111TE111 111STIIIIIT Mr. Carl Boronkay Metropolitan Water District of Southern California 1111 Sunset Boulevard Los Angeles, CA 90054 Dear Mr. Boronkay: P.O. Box 0 -I • 18802 Bardeen Ave. • Irvine. CA 92716.6025 • (714) 476.7500 March 12, 1990 Enclosed, please find the original copy of the Memorandum of Understanding (MOU) between the Local Owners of San Joaquin Reservoir and the Metropolitan Water District of Southern California (Metropolitan) as executed by the Local Owners. This MOU is intended to provide the basis for amending the San Joaquin Reservoir Trust Agreement to allow for transfer of capacity rights from the Local.Owners to Metropolitan and for the financing of certain capital improvements. In preparing the MOU, representatives of both the Local Owners and Metropolitan have focused on technical concerns; we envision that as Metropolitan drafts the amendment to the Trust Agreement it will adhere strictly to the areas described in the MOU and leave unchanged all areas of the Trust Agreement uneffected by the MOU. It is our understanding that Metropolitan desires to have an executed amendment to the Trust Agreement in place by July 1, 1990. To realize this goal, the Local Owners will need to receive a draft amendment no later than mid- March. This will enable the Local Owners to review and comment on the draft, and to move it through our respective Boards in a timely manner. It will be most helpful to the Local Owners if Metropolitan provides to them timetable for completion of the capital improvements and coordinates all communications regarding both the amendment process and the capital improvement schedule through the chairman of the San Joaquin Reservoir Advisory Committee. The Local Owners are pleased to have approved the MOU and believe that the process of amending the Trust Agreement should be greatly facilitated as a result. We are indebted to Mr. Paul Singer and Mr. Maynard Sein of your staff for their efforts. Sincerely, Ronal'd E. Young Chairman, San Joaquin REYIDF:vjw 0772D Reservoir Advisory Committee page 2 MOU cc: Robert J. Dixon, City of Newport Beach David Ferguson, Irvine Ranch Water District Karl Kemp, Mesa Consolidated Water District Walt McDaniels, South Coast County Water District Jeff Renna, City of Huntington Beach Joseph A. Sovella, Laguna Beach County Water District Jeff Staneart, City of Newport Beach Dayne Stiles, The Irvine Company 0 0 C-2_195 OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING is made and entered - into this day of , 1989 by and between IRVINE RANCH WATER DISTRICT, CITY OF HUNTINGTON BEACH, CITY OF NEWPORT BEACH, MESA CONSOLIDATED WATER DISTRICT, LAGUNA BEACH COUNTY WATER DISTRICT, SOUTH COAST WATER DISTRICT and THE IRVINE COMPANY (collectively, the "Local Owners ") and THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "Metropolitan ") (the Local Owners and Metropolitan are together referred to as the "Owners "). RECITALS: A. The parties to this Memorandum of Understanding (the "MOU") are the parties to an agreement dated July 1, 1980, designated the San Joaquin Reservoir Trust Agreement (the "Trust Agreement "), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of the San Joaquin Reservoir as described therein ( "the Reservoir ") . B. The parties hereto believe it is necessary for certain capital improvement work to be accomplished at the Reservoir to resolve identified water quality problems including, but not limited to, midge larvae, frogs, TTHMS, shrimp, air entrapment and coliform bacteria. C. Metropolitan is willing to perform the needed capital improvement work presently estimated to cost $17 million pending compliance with California Environmental Quality Act requirements, subject to a contribution toward such cost from the Local Owners of $8,333,400. D. The parties believe that it would be beneficial for the Local Owners to collectively transfer a certain portion of their capacity (which Metropolitan administers in trust for them under the Trust Agreement) to Metropolitan. E. Some of the Local Owners may elect to pay in cash their respective proportional obligations to contribute to the $8,333,400 share of the capital improvements to be paid by the Local Owners, and other Local Owners may wish to apply the money they would receive from Metropolitan in consideration for the transfer of their capacity to Metropolitan, as a credit toward such respective proportional obligations. F. In conjunction with the above described transfer of capacity, the parties wish to define certain operating criteria whereby Metropolitan will operate the Reservoir and the relationship of the utilization of Metropolitan's JCA /1651 02/22/90 • • capacity and storage rights to the operation of the remaining capacity rights of the Local Owners. G. The above described accomplishment of capital improvement work, purchase and sale of capacity, and definition of operating responsibilities and rights would for the most part be governed by the terms of the existing Trust Agreement, but the parties believe it would be desirable to make some minimal changes to the Trust Agreement for these purposes. NOW, THEREFORE, the parties to this Memorandum of Understanding do agree to proceed with the capital improvement work, definition of operating responsibilities and rights, purchase and sale of capacity, and amendment of the Trust Agreement according to the understandings set forth as follows: Section 1. Purchase of Capacity by Metropolitan. On or before July 1, 1991, the Local Owners will sell to Metropolitan and Metropolitan will purchase from the Local Owners, 1,255 acre feet of capacity rights (in addition to capacity already owned by Metropolitan) in the Reservoir. The Local Owners will determine among themselves how much capacity each will transfer to Metropolitan but it is a condition of the purchase and sale that the total transferred by all Local Owners will equal 1,255 acre feet. The purchase price to be paid by Metropolitan will be $6,640 per acre foot, payable in a single payment of $8,333,400 on July 1, 1991 (the "Transfer Date ") to the Local Owners in their respective proportions as set forth in Exhibit A attached to this MOU and incorporated herein by reference, subject to the provision in Section 2 hereof relating to an extension of time. The transfer to Metropolitan of capacity, together with all attendant proportional obligations except the obligation to share operation and maintenance costs and existing debt service in proportion tc such capacity, will occur on the Transfer Date. The transfer of the operation and maintenance cost - sharing obligation related to such transferred capacity will occur incrementally as described in Exhibit B attached to this MOU and incorporated herein by this reference. Section t Capital Improvement Work. Metropolitan agrees, subject to full compliance with the California Environmental Quality Act, to perform the capital improvement work at the Reservoir as necessary to resolve the identified water quality problems. This work is estimated to cost $17 million and is, as currently contemplated, described in Exhibit C attached to and incorporated in this MOU. If, after compliance with the California Environmental Quality Act, Metropolitan cannot -2- JCA /1651 02/22/90 for any reason go forward with improvements needed to assure adequate water quality, or if the estimated cost of the capital improvements exceeds such $17 million estimate, as determined by reliable estimates or the bids received for - such work, by an amount sufficient to render the project economically unjustifiable to Metropolitan, Metropolitan will be entitled to void this MOU (or such agreement as may then have superseded this MOU). If Metropolitan does not proceed in good faith to expeditiously obtain compliance with the California Environmental Quality Act and take all necessary steps toward the accomplishment of the needed capital improvement work by June 1, 1991, the Local Owners will be entitled to void this MOU (or such agreement as may then have superseded this MOU), unless the Local Owners unanimously consent to an extension of time, which will result in a like change of the Transfer Date. If this MOU (or such agreement as may then have superseded this MOU) is voided in either case, the Trust Agreement will then ro;itinue in effect unmodified by this MOU (or any agreement based on this MOU). The foregoing notwithstanding, the transfer of capacity contemplated herein shall not occur until Metropolitan has awarded a contract(s) for all of the work, and the Transfer Date will be postponed automatically if necessary until the date when the last of such contract(s) has been awarded. Improvements. The Local Owners will collectively be responsible for $8,333,400 of the cost of the required capital improvements, in proportionate shares as set forth on Exhibit A, based on their post - transfer capacity rights, except that The Irvine Company will not be responsible for any of such cost, as shown in Exhibit A. Such amount will be due and payable to Metropolitan in a lump sum payment on the Transfer Date. Each Local Owner may receive a credit against its obligation under this Section, up to the amount of its share of the purchase price payable on such date by Metropolitan under Section 1 hereof. If the credit to a Local Owner exceeds its share of cost as a result of its having transferred more than its proportionate share of the collective capacity transferred to Metropolitan, such Local Owner will receive the difference in cash from the amount paid by Metropolitan for the collective capacity transfer as shown in Exhibit A. Those Local Owners who elect not to transfer (sell) capacity and receive credit therefor as provided above will pay their proportionate shares of the capital improvement cost in cash on the Transfer Date. Notwithstanding the abov Owners (except for The pay their proportionate JCA /1651 02/22/90 ice Re e- aescribea transfer, the Local Irvine Company) agree to continue to shares of the debt service under -3- Section 4 and Table II of the Trust Agreement, modified to reflect pre- transfer capacity shares as shown in Exhibit A. Section 5. Amendment of the Trust Agreement. The Local Owners agree to amend Section 9(c) of the Trust Agreement, relative to capital improvement projects to enhance the operating capabilities or characteristics of the Reservoir, to provide that any discretionary improvement work will require the approval of the Owners of at least three - fourths of the collective capacity rights in the Reservoir. Section 6. Operating Criteria Modifications. The Local Owners agree to amend Section 5 of the Trust Agreement to make the following changes in the criteria for operation and use of capacity rights in the Reservoir: (a) Metropolitan's capacity rights may be fully utilized to meet seasonal and regulatory water service needs. (b) Emergency storage rights of the respective Local Owners as described in Sections 5(a), 5(f)(iii) and 5(f)(iv) of the Trust Agreement will be unchanged except that the extent of such rights will be modified based on the respective Local Owners' capacity rights after the transfer of 1,255 acre feet to Metropolitan pursuant to Section 1 hereof. (c) Section 5(a) of the Trust Agreement will be modified to change the emergency storage elevation in the reservoir from 438 feet to 423 feet. The allocation of the storage rights within the Reservoir will be as set forth in Exhibit D to this MOU, attached hereto and incorporated herein, with the remaining storage above the emergency storage level (2,050 acre feet) to be "vertical storage" available to be withdrawn by both the Local Owners and Metropolitan simultaneously without distinction as to which increment of capacity is being utilized. Accordingly, Section 5(d) and Table III of the Trust Agreement will be modified. Understand ve requires by the Trust Agreement, Metropolita the reservoir continuously within the "Mode criteria established by a report prepared by Montgomery Consulting Engineers in 1977 (the Criteria" as defined in the Trust Agreement) includes criteria for peak month, peak week withdrawals. It is the intent of the Local -4- JCA /1651 02/22/90 peration. As n will operate C" drawdown James M. "Operating Such "Mode C" and peak day Owners that the observance of & "Mode C" criteria will Aid the need for costly slope modifications to the Reservoir, Therefore, responsibility for future slope failures will be shared by all Owners in proportion to their respective ownership rights in the Reservoir. Section 8. By execution of this MOU, each party evidences its agreement in principle to the concepts set forth herein and covenants to negotiate in good faith with the other parties to develop any necessary agreements for the above described capital improvement work, transfers and operating modifications, as well as mutually acceptable amendments to the Trust Agreement. IN WITNESS WHEREOF, each of the parties has caused this Memorandum of Understanding to be executed by its duly authorized officers on the date hereinabove first written. APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT OF General Counsel SOUTHERN CALIFORNIA By By Deputy General Counsel By IRVINE RANCH WATER DISTRICT By By CITY OF HUNTINGTON BEACH By By -5- JCA /1651 02/22/90 • 0 CITY OF NEWPORT BEACH By By MESA CONSOLIDATED WATER DISTRICT By By LAGUNA BEACH COUNTY WATER DISTRICT By By SOUTH COAST WATER DISTRICT By By THE IRVINE COMPANY By By -6- JCA /1651 02/22/90 0 0 observance of the "Mode C" criteria will avoid the need for costly slope modifications to the Reservoir. Therefore,, responsibility for future slope failures will be shared by all owners in proportion to their respective ownership rights in the Reservoir. Section 8. By execution of this MOU, each party evidences its agreement in principle to the concepts set forth herein and covenants to negotiate in good faith with the other parties to develop any necessary agreements for the above described capital improvement work, transfers and operating modifications, as well as mutually acceptable amendments to the Trust Agreement. IN WITNESS WHEREOF, each of the parties has caused this Memorandum of Understanding to be executed by its duly authorized officers on the date hereinabove first written. APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT OF General Counsel SOUTHERN CALIFORNIA By By Deputy General Counsel By IRVINE RANCH WATER DISTRICT APPROVED AS TO FORM: By By CITY OF HUNTINGTON BEACH to 35 -5- • 0 observance of the "Mode C" criteria will avoid the need for costly slope modifications to the Reservoir. Therefore,. responsibility for future slope failures will be shared by all owners in proportion to their respective ownership rights in the Reservoir. Section 8. By execution of this MOU, each party evidences its agreement in principle to the concepts set forth herein and covenants to negotiate in good faith with the other parties to develop any necessary agreements for the above described capital improvement work, transfers and operating modifications, as well as mutually acceptable amendments to the Trust Agreement. IN WITNESS WHEREOF, each of the parties has caused this Memorandum of Understanding to be executed by its duly authorized officers on the date hereinabove first written. APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT OF General Counsel SOUTHERN CALIFORNIA By By Deputy General Counsel !- IRVINE RANCH WATER DISTRICT 0 M APPROVED AS TO FORM: CITY OF HUNTINGTON BEACH By 7 -S -y By Gp - City Attorney 4g, $j ATTEST: By By zg- City Clerk f, -5- • • CITY OF NEWPORT BEACH Lm By MESA CONSOLIDATED WATER DISTRICT By (2. C�41X — - Pr 'si ,�!nt of the Board By �(R, .N�lur District Secretary LAGUNA BEACH COUNTY WATER DISTRICT m m SOUTH COAST WATER DISTRICT m - THE IRVINE COMPANY !10 • • CITY OF NEWPORT BEACH - MESA CONSOLIDATED WATER DISTRICT By By LAGUNA BEACH COUNTY WATER DISTRICT By By SOUTH COAST WATER DISTRICT By By THE IRVINE COMPANY m m 0 0 CITY OF NEWPORT BEACH m By MESA CONSOLIDATED WATER DISTRICT im By LAGUNA BEACH COUNTY WATER DISTRICT SAF SOUTH COAST WATER DISTRICT CZ7 By THE IRVINE COMPANY BV By cm CITY OF NEWPORT BEACH By By MESA CONSOLIDATED WATER DISTRICT By By LAGUNA BEACH COUNTY WATER DISTRICT By By SOUTH COAST 0 By_ THE f COMPANY DISTRICT L CITY OF NEWPORT BEACH By By MESA CONSOLIDATED WATER DISTRICT By By LAGUNA BEACH COUNTY WATER DISTRICT By By SOUTH COAST WATER DISTRICT By By TH By By M c S O O O \ 2 p n O b 8 OD pO OII 1 U r r Z AI O p m N V 10 10 Q K •may y V A LO ICO � C b O^ O NWj E C V d d N N m � OI OI O t1p0 O Y q L A N � !! � O � P 1� m A• O LL� OI ^ O N N r O O C^ N 1� CGS O \ On V N � O V i b n p IO m N A• O Mf 2 � V q G ON � ' u tLV M c S O O O \ 2 p n O b 8 OD pO OII 1 U r r Z AI < � p m N V 10 10 Q K M c C pp •may y V A LO ICO � C b O^ NWj E C V d d N N m � OI OI O t1p0 O Y q L A LL� U f'f r N m 1� CGS N � O 2 � V ON tLV � ` CO p0 00 Y M U y pO m oO Yl 1 op 8 2 I(1 O I(1 O y = d L tp m WQ6� do N OI O d N Q en U� R N m VglvM Wj YrLL O .-. a U C d i .N.. s A p 6 U 1� f7 1 J F- U O. NOI b^ !Q OI ^ OI t(f N N O Zc\ O uy O L Ar U r q oLa q 6 U N u r � N U M q O m O L y M C L YC- y O O y C m C V V V Ot q A O V V V 6 Y V U C 3 U U V U L L O O U M V C A L U V V V d L u L o o. o A O Y q Y O N C d M« q Y Y� Ol A O A M d L t d w� o p �d r N L A N n d LEE N N NM O u o. c � 1- ydy�1 T d M d A r a n u q v L A d C V L V N C L d V � W U d L N L U V U A � A d O IO V w � v 10 q N • C V w O A e « u r O d 9 q N A N L C r U q q O m � A C 6 � 01 r O J V O\ n - A r U y V q C q L M y L t•1 c w d L L d N � L A U V V O L IV V O L ose O V N N W � o � n O N V tO C N V U N A C v UM P t C q U A U V •�. n E d i L r V V 6 z u v n m A N C A \ U L A U d \ N C N C d O A d d C O L L T A t u L u J N y U 6 O { L O A VI Y J U N f+f EXHIBIT B MAINTENANCE RELATED COST- TO TRANSFERRED SHARING OBLIGATION CAPACITY Capacity Ownership /O b N Obligation NWD OTHERS Fiscal Year AF % AF % 1987 -88 300 9.84 2,750 90.16 1988 -89 300 9.84 2,750 90.16 1989 -90 300 9.84 2,750 90.16 1990 -91 300 9.84 2,750 90.16 1,91 -92 450 14.75 2.600 85.25 1992 -93 600 19.67 2,450 80.33 1993 -94 750 24.59 2.300 75.41 1994 -1995 900 29.51 2,150 70.49 1995 -1996 11050 34.43 2.000 65.57 1996 -1997 1,200 39.34 1.850 60.66 1997 -1998 1.350 44.26 1,700 55.74 1998 -1999 1,500 49.18 1.550 $0.82 1999 - Forward 1,555 50.98 1,495 49.02 0 EXHIBIT C 0 SAN 30AOUIN RESERVOIR — COVER Alternative D — Influent Pipeline Layout No. 1 Install a floating cover over the existing reservoir, modify distribution piping, and add influent piping to deliver water to the southerly ends of "A" and "C" Canyons. Storage Capacity Potable water reservoir 3,000 AF Cover Size Gross surface area 2,610,000 ft2 Thickness 45 Mils Anchor curb elevation E1. 471 Chafer Requirements Width, along side slope Average 53 feet Bottom elevation E1. 460 Chafer area 463,000 ft2 Thickness 36 Mils Added Influent Piping Material RCPIGasketed Joints Inside diameter 60 inches Length 3,800 feet Estimated Costs — Based on Award in July, 1989 1. Floating Cover & Appurtenances $10,409,000 2. Distribution Piping Modifications 130,000 3. Influent Piping Additions & Appurtenances 1,410,000 4. Ammonia Facilities 1.466.000 Total Estimated Construction cost 11,949,000* Estimated Engineering and Overhead Cost 3.585.000 Total Estimated Costs $17.000.000 *Note: Ammonia facilities are not included in the total estimated construction cost as they are required to meet water quality considerations; they are included in the total estimated cost of $17,000,000. 0631D 0 EXHIBIT D u SAN JOAQUIN RESERVOIR LOCAL AND EMERGENCY STORAGE ALLOCATION NOTE: Post 7/1/91 local emergency is allocated to each owner based upon their pre 7/1/91 percentage ownership of emergency storage after adjusting for the exclusion of MWD and TIC. Local seasonal storage is then based upon post 7/1/91 capacity ownership less local emergency ownership. Subsequently, Huntington Beach reduces their local ownership from 251 acre feet to 217 acre feet by increasing the local owner capacities of Costa Mesa and Newport Beach to 90 and 14 acre feet respectively. Huntington Beach's emergency storage is consequently increased by an amount equal to their transfer of local storage, 34 acre feet. Pre 7/1/91 Post 7/1/91 Capacity Local Emer. Capacity Local Emergency Ownership Owner Owner Ownership Owner Owner IRWD 1411 ( 46.26 %) 697 714 666 (21.84 %) 141 525 ( 52.53 %) Mesa 583 ( 19.12 %) 288 295 276 ( 9.05 %) 90 186 ( 18.6D %) H.B. 400 ( 13.11 %) 198 202 400 (13.11 %) 217 183 ( 18.30 %) MWD 300 ( 9.84 %) 148 152 0 0 0 0 0 L.B. 156 ( 5.11 %) 77 79 85 ( 2.79 %) 27 58 ( 5.81 %) S.0 50 ( 1.64 %) 25 25 25 ( .82 %) 6 19 ( 1.86 %) N.B. 86 ( 2.82 %) 42 44 43 ( 1.41 %) 14 29 ( 2.90 %) T.I.C. 64 ( 2.1 32 32 0 0 0 0 0 TOTAL = (100.00 %) ]UZ 15.0 ]U (49.D2 %) X95 = (]�9iQls) NOTE: Post 7/1/91 local emergency is allocated to each owner based upon their pre 7/1/91 percentage ownership of emergency storage after adjusting for the exclusion of MWD and TIC. Local seasonal storage is then based upon post 7/1/91 capacity ownership less local emergency ownership. Subsequently, Huntington Beach reduces their local ownership from 251 acre feet to 217 acre feet by increasing the local owner capacities of Costa Mesa and Newport Beach to 90 and 14 acre feet respectively. Huntington Beach's emergency storage is consequently increased by an amount equal to their transfer of local storage, 34 acre feet. * ! f RECORDING REQUESTED BY 84- 107305 AND RETURN TO: City Clerk City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92663 DOCUMENTARY TRANSFER TAX (Exempt: Rev. & Tax Code 5 11922) RECORDING FEE EXEMPT (Exempt: Gov't. Code S 6103) C2 RECORDED IN OFFICIAL RECORDS Of ORANGE COUNTY, CALIFORNIA -315 PM MAR 14'84 LEE A. BRANCH, County Recorder <r MEMORANDUM OF GRANT OF INTEREST b; IL IN REAL PROPERTY -7 APP 161'934a On December 23, 1981, for a valuable con �-"era7t,1117 receipt of which is acknowledged, IRVINE RANCH WAT QI,IiTt� a public agency, granted and delivered to CITY OF RT� BEACH, a municipal corporation, fifty (50) acre feet _. storage capacity, constituting an undivided 1.64 percent interest in the real property in the City of Irvine, County of Orange, California described in Exhibit "A ". Said grant and delivery are evidenced by Exhibit "B ". Said interest granted was at the time of such grant held in trust for IRVINE RANCH WATER DISTRICT by THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation, subject to the provisions of the San Joaquin Reservoir Trust Agreement dated July 1, 1980, as it may be from time to time amended. Said grant was made to CITY OF NEWPORT BEACH subject to the trust, pursuant to Section 3 of said Trust Agreement. This memorandum of grant of interest in real property is being recorded to evidence the transfer in the official Records of Orange County. DATED: I-11au IRVINE RANCH WATER DISTRICT By A-7-F. ruing on, ene, a Tanager Attest: /(•LLcL� Betty JQ Wheeler, Secretary STATE OF CALIFONRIA COUNTY OF ORANGE On 84-- 107305 ACKNOWLEDGEMENT )ss. 9, 1984 ll before me, the undersigned, a Notary Public in and for said State, personally appeared A. E. Bruington and Betty J. Wheeler known to me (or proved to me on the basis of satisfactory evidence) to be the General Manager and Secretary , respectively, of the IRVINE RANCH WATER DISTRICT, the District that executed the within instrument, and known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument, and on behalf of the District therein named, and acknowledged to me that such District executed the within instrument pursuant to authority of its Board of Directors. Witness my hand and official seal. r lt; awj�D- 'C'eO& Notary Public ,.eat._. OFFICIAL SEAL MILDRED P KLA E m NOTARY PUBLIC -CALIFORNIA ORANGE COUNTY My conun. expires JUL 1, 1985 64-- 107305 EXHIBIT "A" Parcel 1 Those portions of Blocks 97 and 98 of the Irvine's Subdivi- sion, in the County of Orange, State of California, as per Map recorded in Book 1, Page 88 of Miscellaneous Record Maps, in the Office of the County Recorder of said County, described as follows: Beginning at a brass disc set in concrete, set by the Orange County Surveyor, to mark the quarter corner on the southwesterly line of Block 91 of said Irvine's Subdivision; thence South 50 000100" East 2640 feet to a brass disc set in concrete, set by said surveyor, to mark the most easterly corner of Block 92 of said Irvine's Subdivision and comon corner of Blocks 91, 97 and 98 of said Irvine's Subdivision; thence South 3 023113" East 1553.05 feet to a brass disc set in concrete, set by the United States Coast and Geodetic Survey, and designated as "Browning "; thence South 55 045'30" East 294.18 feet to the "TRUE POINT OF BEGINNING "; thence South 40 °46'20" East 197.60 feet; thence North 0 034'34" East 461.17 feet; thence South 89 024'59" West 194.00 feet; to a point on the Southerly prolongation of the Easterly line of Lot 8 of Tract No. 9858 as per map recorded in Book 436 pages 1 to 7 inclusive of Miscellaneous Maps, in the office of said County Recorder; thence along said prolongation and said easterly line North 0 034'44" West 175.56 feet; thence North 57 006103" East 45.91 feet; thence North 10 055'33" East 115.32 feet; thence North 28 °46'32" East 157.16 feet; thence North 63 028144" East 41.15 feet; thence North 21 008106" West 11.9.62 feet: thence North 0 °34'44" West 70.00 feet; thence North 58 °39150" West 76.64 feet; thence North 46 019'48" East 488.92 feet; thence North 53 136'16" East 74.00 feet; thence North 28 °14131" East 140.12 feet; thence North 820 08129" East 23.00 feet; thence South 9 °41'13" East 175.77 feet; thence North 80 °18'47" East 120.00 feet; thence North 9041'l3" West 171.94 feet; thence North 82 °08'29" East 197.66 feet; thence South 7 051131" East 85.38 feet to the beginning of a curve concave northeasterly having a radius of 100 feet; thence Southerly, Southeasterly and Easterly 141.87 feet along said curve through an angle of 81 017101 "; thence South 89 °08'32" East 289.10 feet; thence South 8 °00136" East 820.76 feet; thence South 33 009' 09" East 1465.88 feet; thence South 13 025114" East 680.00 feet; thence South 69 °08'20" West 270.27 feet; thence South 85 °37'08" West 222.77 feet; thence North 24 013110" West 437.65 feet; thence South 76 °34'46" West 40.00 feet; thence South 45 °42122" West 309.17 feet; thence South 11 °38'25" West 1024.86 feet; thence South 75 055'07" West 289.80 feet; to an angle on the easterly boundary of Tract No. 9859 as per Ma.- recorded in Book 435, Pages 1, 2 EXHIBIT "A" -1- •t} _107305 r and 3 of Miscellaneous Maps; thence along said Easterly boundary and the Easterly boundary of Tract No. 9588 as per Map recorded in Book 400, Pages 25 to 28 inclusive of said Miscellaneous Maps the following courses: North 22 °17'13" West 1261.95 feet; North 12 029151' West 448.09 feet; North 22 "52'39" West 454.58 feet; North 51 °20149" West 77.21 feet; and North 15 052'51" West 276.97 feet to the TRUE POINT OF BEGINNING. PARCEL 2 • non- exclusive easement for ingress and egress over lots • and B and portion of Lot 8 of Tract No. 9858, in the County of Orange, State of California, as per map recorded in Book 436 pages 1 to 7 of Miscellaneous Maps, in the office of the County Recorder of said county, as shown on the grant of easement recorded at Book 12848 page 1899 of the official records of the County of Orange, California. PARCEL 3 A non - exclusive, relocatable easement for ingress and egress purposes in connection with the construction, maintenance and operation of a reservoir known as the San Joaquin Reservoir and other works connected therewith or incidental to Grantee's operations, including the right to grade, construct, reconstruct, maintain, inspect, improve, repair acid replace a roadway river real property, as shown on the grant of easement recorded in Book 13640, Pages 833 through 840 of the Official Records of the County of Orange, Cali- fornia. -2- EXHIBIT "A" a: t P' Y Hn�E H1W11 N 1hN IY >inU? IRIl1E R:111'11 IIATER DISTRICT December 23, 1981 P.O. Boa D 1 • 4201 Campus O,ve • /rvrne. Calif. 92716 • 17141 633 1223 City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 Re: Purchase of 50 Acre -Feet Capacity in San Joaquin Reservoir Gentlemen: The Irvine Ranch Water District hereby acknowledged receipt of your ckeck in the amount of $115,054.00. Such payment is made pursuant to our offer to sell, and your acceptance of said offer, 50 Acre -Feet of Irvine Ranch Water District's storage capacity in the San Joaquin Reservoir. Transfer of such ownership includes the assumption by Newport Beach of a proportionate share of debt service on bonds previously issued by the Irvine Ranch Water District. A Schedule of said debt service is hereby enclosed. Yours very truly, IRVINE RANCH WATER DISTRICT A. E. Bruington General Manager cc: R.G. Hilde tf. Jeffrey P. Singer EXHIBIT "B" PURCHASE ORDER NO 10035 INVOICE NO. 322? VENrn:; TrT41 PLEASE DR ACH THIS STATEMENT BEFORE DEPOSITING CHECK gt 10'305 CITY OF NEWPORT BEACH C A L I F O R N I A EXHIBIT "B" TOTAL AMOUNT 115s054.00 R1:CEbv'�D DEC 15 11981 115#054.00 THIS CHECK 15 TENDERED IN PAYMENT OF ITEMS LISTED A 8 !; 10 71) s, IRVINE RANCH WATER DISTRICT SAN JOAQUIN RESERVOIR ALLOCATION OF DEBT SERVICE TO CITY OF NEWPORT BEACH 1.69% (50 Acre Feet) Fiscal Year Payment Due 30 Days Prior to Ending June 30 December 1 June 1 Total 1981 -82 $ 6,102.47 $ 1,153.74 $ 7,256.21 1982 -83 6,007.65 1,068.48 7,076.13 1983 -84 6,427.72 968.97 7,396.69 1984-85 6,332.64 863.54 7,196.18 1985 -86 6,485.16 760.83 7,245.99 1986 -87 6,635.88 648.29 7,284.17 1987 -88 7,032.25 529.31 7,561.56 1988 -89 7,167.57 401.14 7,568.71 1989 -90 7,293.29 272.36 7,565.65 1990 -91 7,163.31 138.74 7,302.05 1991 -92 7,288.77 - 7,288.77 $ 73,936.71 $ 6,805.40 $ 80,742.11 EXHIBIT "B" MEMORANDUM OF CONCURRENCE BY TRUSTEE: 84- 107305 9 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALI- FORNIA, as Trustee under the Trust Agreement described in the foregoing Memorandum of Grant of Interest of Real Property, does acknowledge the transfer of the interest therein described from IRVINE RANCH WATER DISTRICT to CITY OF NEWPORT BEACH, pursuant to Section 3 of said Trust Agreement. Under Section 3(e) of said Trust Agreement, the interest so transferred has been and shall be, as of and after the date of transfer, December 23, 1981, held in trust by Trustee for CITY OF NEWPORT BEACH. DATED: February 21, 1984. THE METROPOLITAN WATER DISTRICT OF SOU5,He13N CALIFORNLX. Tru tae Attest: L. C-rj(ffiih. /*rleral AaPrOVED AS To FORM L SOHONKAY CLI44EEERALL COUNSEL 9 R. O' TWOMEY, !R, DEPUT'y GENERAL COUNSEL �! e4--1007305 • STATE OF CALIFORNIA ) COUNTY OF J On this / da/ of in the year before me,,,i71.L�, N.lt�,(wpJ� a ' tary Public, personally appeared EVAN L. GRIFFITH and KAREN E. 'DORFF, personally known to me to be the persons who executed this instrument as General Manager and Executive Secretary, respectively, of The Metropolitan Water District of Southern. California, a public corporation, and acknowledged to me that The Metropolitan Water District of Southern California, Trustee, executed it. LiITNESS my hand and official seal.. OFFICIAL SEAL DBONDREA D MITCHELL (Seal) NOTARY oU9LK GALIFOR NIA LOS ANGELES COUNTY AN comm. expires MAY 4, 19V Signatur Notary Pub is in and for said State 1 10 e1 =- ..1'1?3J5 MEMORANDUM OF ACCEPTANCE The undersigned, being the duly authorized agent of CITY OF NEWPORT BEACH, does hereby acknowledge acceptance, on behalf of CITY OF NEWPORT BEACH, of the interest in real property conveyed as of December 23, 1981, as described in the foregoing Memorandum of Grant of Interest in Real Property, subject to the terms thereof, and consents to the recordation of the same. CITY OF NEWPORT BEACH acknowledges that said interest in real property is held in trust for CITY OF NEWPORT BEACH by THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation, subject to the provisions of the San Joaquin Reservoir Trust Agreement dated July 1, 1980, as it may be from time to time amended, and that the same was accepted subject to said trust and all of its terms, conditions, obligations nd, iabi/lities. DATED: - -% State of California ) County of Orange ) ss On this 12th day of March , in the year 1984, before me, Dorothy L. Palen , a Notary Public, personnally appeared Robert L. Wynn, personally known to me to be the person who executed this instrument as City Manager of the City of Newport Beach and acknowledged to me that such governmental agency executed the same. Witness my hand and official seal. OFFICIAL SEAL DOROTHY L. PALEN NOTARY PUBLIC •CALIFORNIA PRINCIPAL OFFICE IN Dorothy'. Palen ORANGECOUNTt - - - - - - - AW Canmssb Expires Aprd 5, 1985 • t MEMORANDUM OFFICE OF THE CITY ATTORNEY March 2, 1984 To: Wanda Anderson - City Clerk From: Robert D. Gabriele - Assistant City Attorney Re: Recording of Documents Related to the San Joaquin Reservoir Attached, is the original documentation to be recorded with the County Recorder's Office. Please have Mr. Wynn's signature notarized. His signature appears on the last page. When we receive the original of the documents back from the Recorder's office, please return it to this office while you retain a copy for official City records. This office will make the distribution of the original and one copy to the appropriate parties. Thanks. If you have any questions, please advise. Robert D. Gabriele RDG /dt MEB /Wanda 0 .0 li Mayor Evelyn R. Hart March 13, 1984 Mayor Pro Tern Philip R. Maurer Council Members Bill Agee Lee A. Branch John C. Cox Jr. County Recorder Jackie Heather Ruthelyn Plummer P.O. Box 238 Donald A. Strauss Santa Ana, CA 92702 Dear Mr. Branch: CITY OF NEWPORT BEACH Enclosed for recordation is a Memorandum of Grant of Interest in Real Property between the Irvine Ranch Water District and the City of Newport Beach. The enclosed has been checked as to form, notorized, and ready for recordation. Please record and return to us. Sincerely, Wanda E. Andersen City Clerk WEA:lr Enclosure (1) City Hall • 3300 Newport Boulevard, Newport Beach, California 92663 d S The Metropolitan Water District of Southern California off:(' nr Cmtmdor August 31, 1981 San Joaquin Reservoir Advisory Committee Per Attached List _a C City Clerk" r City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 Gentlemen: Enclosed for your consideration is the Financial Report of the San Joaquin Reservoir Trust for the year ended June 30, 1981; comprised of the following statements: o Balance Sheet o Statement of Operations o Statement of Receipts and Disbursements DIF /ar Enclosures 1111 Sunset Boulevard, Los Angeles, Calif. /Mailing address: Box 54153, Los Angeles, Calif. 90054 /Telephone; (213) 626 -4262 Don A •p� Controller DIF /ar Enclosures 1111 Sunset Boulevard, Los Angeles, Calif. /Mailing address: Box 54153, Los Angeles, Calif. 90054 /Telephone; (213) 626 -4262 0 0 SAN JOAQUIN RESERVOIR TRUST BALANCE SHEET June 30, 1981 Assets Cash Investments in Securities Interest Accrued on Investments Completed Features Work in Progress Total Liabilities and Equity Accounts Payable Equity Contributions 699,900.00 Interest Income 75,576.42 Operation & Maintenance (247,938.96) Total $ 810.46 262,000.00 123.72 225,553.89 92,009.74 $580,497.81 $ 52,960.35 527,537.46 $580,497.81 0 0 SAN JOAQUIN RESERVOIR TRUST STATEMENT OF OPERATIONS Year Ended June 30, 1981 Interest Income Operation & Maintenance $ 75,576.42 (247,938.96) Net $(172,362.54) 0 SAN JOAQUIN RESERVOIR TRUST STATEMENT OF RECEIPTS, DISBURSEMENTS, & BALANCES July 1, 1980 through June 30, 1981 Balance July 1, 1980 -0- Receipts Contributions $699,900.00 Interest on Investments 75,452.70 775,352.70 Disbursements Engineering Studies 140,433.00 Access Road 85,120.89 Outlet Screens 64,166.74 Operation & Maintenance 222,821.61 512,542.24 Cash in Bank 810.46 Investment in Securities 262,000.00 Total at June 30, 1981 $262,810.46 0 0 SAN JOAQUIN RESERVOIR ADVISORY COMMITTEE Mr. Richard Hilde Chairman (SJRAC) Irvine Ranch Water District P.O. Box D -I Irvine, California 92716 Mr. A. E. Bruington General Manager Irvine Ranch Water District P.O. Box D -I Irvine, California 92716 Mr. Ed Schnabel General Manager Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, California 92627 Mr. Joseph R. Sweany General Manager- Secretary Laguna Beach County Water District P.O. Box 987 Laguna Beach, California 92652 Mr. Ray C. Miller General Manager and Secretary South Coast County Water District 31592 West Street South Laguna Beach, California 92677 Michael A. Banzhaf, Esq. The Irvine Company 500 Newport Center Drive 5th Floor Newport Beach, California 92660 Honorable Ruth Finley Mayor City of Huntington Beach P.O. Box 190 Huntington Beach, California 92648 City Clerk City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 Mr. Evan L. Griffith General Manager The Metropolitan Water District of Southern California i tir r: so The Metropolitan Water (]m,(, of ;he '- 'metal .'Oanager See attached list for addressees Gentlemen: n] District of Southern raN ,`r it n_r;_..... ten, JUL �v `i California 20 1981 San Joaquin Reservoir Trust Agreement All of the documents necessary for the execution of the "First Amendatory Agreement to San Joaquin Reservoir Trust Agreement" have been received. The execution pages have been integrated, and the evidences of authority have been attached to the original. The effective date of the amendment is retroactive to July 1, 1980. Enclosed is your copy of the fully executed amendment for your files. If you need further information or assistance, please contact Mr. Gilbert F. Ivey of my staff at (213) 626 -4282, extension 622. Enclosure GFI:ct Very truly i4a)' `Evan L. rr General) Ma cc: Mr. Richard Hilde, Cnairman (SJRAC) Irvine Ranch Water District Mr. Henry (Hank) Panion Vice Chairman (SJRAC) (Mesa Consolidated Water District) Mr. Joseph T. Devlin Utilities Director City of Newport Beach Mr. Ed Elevatorski Water Superintendent City of Huntington Beach 1111 Sunset Boulevard, Los Angeles, Calif./ Mailing address: Box 54153, Los Angeles, Calif. 90054 /Telephone: (213) 626 -4282 List of Addressees Mr. A. E. Bruington General Manager Irvine Ranch Water District P. O. Box D -I Irvine, California 92716 Mr. Ed Schnabel General Manager Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, California 92627 City Clerk City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 Mr. Joseph R. Sweany General Manager- Secretary Laguna Beach County Water District P. O. Box 987 Laguna Beach, California 92652 Mr. Ray C. Miller General Manager and Secretary South Coast County Water District 31592 West Street South Laguna Beach, California 92677 Michael A. Banzhaf, Esq. The Irvine Company 500 Newport Center Drive, 5th Floor Newport Beach, California 92660 Honorable Ruth Finley Mayor City of Huntington Beach P. O. Box 190 Huntington Beach, California 92648 60 CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK (714) 640 -2251 DATE June 10, 1981 TO: FINANCE DIRECTOR FROM: City Clerk SUBJECT: Contract No.2193 Description of Contract First Amendatory Agreement Th San Joaquin Reservoir Trust Agreement Effective date of Contract July 1, 1980 Authorized by Resolution No. 9822 adopted on 6 -23 -80 and 1004 9 6-26- Contract with Irvine Ranch Water District, Metropolitan Water District of Southern California, City of Huntington Beach, City of Adress Newoort Beach. Mesa Consolidated Water District, Laquna Beach Amount of Contract $ (see agreement) WANDA E. ANDERSEN City Clerk City Hall • 3300 Newport Boulevard, Newport Beach, California 92663 5 -81 RECOMMENDATION: Adopt a Resolution approving the First Amendment to the San Joaquin Reservoir Trust Agreement and authorizing the Mayor and the City Clerk to execute the agreement. DISCUSSION: The following agencies have an interest in the San Joaquin Reservoir: 1. Irvine Ranch Water District 2. Mesa Consolidated Water District 3. City of Huntington Beach 4. Metropolitan Water District 5. Municipal Water District of Orange County 6. Coastal Municipal Water District 7. Laguna Beach County Water District S. South Coast County Water District 9. The Irvine Company 10. City of Newport Beach Since its construction in 1965 a number of complex engineering, water quality, financial and legal problems have arisen among the participating agencies regarding the joint use and ownership of the reservoir. To provide a mechanism to resolve these problems the participating agencies agreed to a "Memorandum of Settlement Principles" that would be the basis for the execution of a reservoir trust and operating agreement. In the Settle Principles it provided that the City's interest in the reservoir would not be altered. This was a major concern of the City because unlike the leasehold interests held by other participants the City held a fee interest. The City's fee interest was the result of a direct grant from The Irvine Company and was to be exempt from all debt service charges. In a desire to simplify the final form of the Trust Agreement the drafters of the agreement treated the City's fee interest as a leasehold interest. The pro- posed amendment would alter the Trust Agreement to conform to the original Settlement Principles. If the amendment is not approved the City will be liable for a debt service charge of $61,000 payable over a 12 year period. Any additional storage acquired by the City in the future will be subject to the debt service charge. A copy of the proposed amendment is attached for Council members. oseph T. Devlin tilitias Director be Attachment May 26, 1981 CITY COUNCILL AGENDA ITEM N0. ,e TO: CITY COUNCIL O FROM: Utilities Department SUBJECT: FIRST AMENDMENT TO THE SAN JOAQUIN RESERVOIR TRUST AGREEMENT RECOMMENDATION: Adopt a Resolution approving the First Amendment to the San Joaquin Reservoir Trust Agreement and authorizing the Mayor and the City Clerk to execute the agreement. DISCUSSION: The following agencies have an interest in the San Joaquin Reservoir: 1. Irvine Ranch Water District 2. Mesa Consolidated Water District 3. City of Huntington Beach 4. Metropolitan Water District 5. Municipal Water District of Orange County 6. Coastal Municipal Water District 7. Laguna Beach County Water District S. South Coast County Water District 9. The Irvine Company 10. City of Newport Beach Since its construction in 1965 a number of complex engineering, water quality, financial and legal problems have arisen among the participating agencies regarding the joint use and ownership of the reservoir. To provide a mechanism to resolve these problems the participating agencies agreed to a "Memorandum of Settlement Principles" that would be the basis for the execution of a reservoir trust and operating agreement. In the Settle Principles it provided that the City's interest in the reservoir would not be altered. This was a major concern of the City because unlike the leasehold interests held by other participants the City held a fee interest. The City's fee interest was the result of a direct grant from The Irvine Company and was to be exempt from all debt service charges. In a desire to simplify the final form of the Trust Agreement the drafters of the agreement treated the City's fee interest as a leasehold interest. The pro- posed amendment would alter the Trust Agreement to conform to the original Settlement Principles. If the amendment is not approved the City will be liable for a debt service charge of $61,000 payable over a 12 year period. Any additional storage acquired by the City in the future will be subject to the debt service charge. A copy of the proposed amendment is attached for Council members. oseph T. Devlin tilitias Director be Attachment 6 RESOLUTION NO._ 100 14q A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING THE FIRST AMENDMENT TO THE SAN JOAQUIN RESERVOIR TRUST AGREEMENT AND AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN A LETTER OF EXECUTION WHEREAS, the City Council of the City of Newport Beach on the 23rd day of June, 1980, approved the execution of the San Joaquin Reservoir Trust Agreement; and WHEREAS, it is necessary to amend the San Joaquin Reservoir Trust Agreement to accurately reflect that the City's interest in the reservoir is in fee, and not a leasehold interest; and WHEREAS, the San Joaquin Reservoir Trust Agreement as persently constituted, holds that the City's interest is leasehold and not fee; and WHEREAS, all the parties to the Trust Agreement, including The Irvine Ranch Water District, Mesa Consolidated Water District, City of Huntington Beach, Metropolitan Water District, a Municipal water district of Orange County, Coastal Municipal Water District, Laguna Beach County Water District, South Coast County Water District and The Irvine Company have agreed that the First Amendment to the San Joaquin Reservoir Trust Agreement is appropriate to accurately reflect the City of Newport Beach's fee interest in the reservoir storage capacity; and WHEREAS, the City Council has reviewed the First Amendment to the San Joaquin Reservoir Trust Agreement, and desires to approve said First Amendment and authorize the Mayor and the City Clerk to sign a Letter of Execution of said First Amendment to the San Joaquin Reservoir Trust Agreement NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newport Beach that the First Amendment to the San Joaquin Reservoir Trust Agreement is approved and the Mayor and the City Clerk are hereby authorized and directed to sign a Letter of Execution of said Amendment. ADOPTED this day of "G S 1981. ATTEST: City Clerk -2- Mayor HRC /pr 5/26/81 t' C M ¢c�rvrQ C;) Y Cr.i J(1(. ? 7951�- FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT' THIS FIRST AMENDATORY AGREEMENT TO THE SAN JOA RESERVOIR TRUST AGREEMENT effective July 1, 1980, hereinafter referred to as "First Amendment ", is made and entered into effective the first day of July , 1980, by and between IRVINE RANCH WATER DISTRICT ( "IRWD" herein), organized and existing pursuant to the California Water District Law (Water Code S 34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ( "HUNTINGTON BEACH" herein),a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT" herein),a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT herein),organized and existing p the provisions of the Costa Mesa (Water Code § 33200 et seq.) and Water District Law (Water Code S seq.); ( "MESA" .irsuant to Merger Law the County 30000 et LAGUNA BEACH COUNTY WATER DISTRICT ( "LAGUNA" herein),organized and existing pursuant to the County Water District Law of the State of California (Water Code S 30000 et seq.); SOUTH COAST COUNTY WATER DISTRICT ( "SOUTH COAST" herein),organized and existing pursuant to the County Water District Law of the State of California (Water Code S 30000 et seq.); and 1 40 40 -2- THE IRVINE COMPANY ( "TIC" herein), a Michigan corporation, a successor in interest to The Irvine Company of West Virginia. RECITAL The parties to the San Joaquin Reservoir Trust Agreement, hereinafter referred to as "Trust Agreement ", have determined that Section 4 of said Trust Agreement does not correctly set forth the respective obligations of the parties for future IRWD debt payments. Accordingly, the parties to this First Amendment desire to revise said Section 4 and, as an incident of said revision, to make other appropriate revisions in said Trust Agreement to allocate the rights and duties of Newport Beach in a manner appropriate to its revised obligation for future IRWD debt payments. OPERATIVE AGREEMENTS SECTION 1. Section 3g is added to the Trust Agreement to read as follows: g. Transfer of Newport Beach Interest. Upon acquisition by a public agency of all or any part of Newport Beach's interest, such interest shall become fully subject to all provisions of this Trust Agreement including, without limitation, the obligation to pay a proportionate share of debt service costs. M M -3- SECTION 2. Section 4 of the Trust Agreement is revised to read in full as follows: SECTION 4. FUTURE IRWD DEBT PAYMENTS. IRWD has heretofore incurred bonded indebtedness to construct the Reservoir. The Owners listed on Table II below are responsible for payments of the shares of IRWD bond debt retirement shown in Table II. TABLE II Ownership Interest Future Debt Name of Agency Subject to Future Debt Percentage Irvine Ranch Water District 1,461 49.53% Mesa Consolidated Water District 583 19.76% Huntington Beach 400 13.568 Metropolitan Water District 300 10.17% Laguna Beach County Water District 156 5.29% South Coast County Water District 50 1.69% Newport Beach -- The Irvine Company -- -- 2,950 acre -feet 100.00% -4- Each Owner subject to future debt payment shall pay to IRWD a share, as set forth in Table II, of IRWD debt service payments as shown in Exhibit "C ", attached and by this reference incor- porated herein. At least 30 days prior to the due date of each payment, IRWD shall provide the Owners shown in Table II with written notice of the amount of each Owner's share of the payment and the date when due. The method of payment of each Owner's obligation shall be determined by mutual agreement between IRWD and each Owner and may include, without limitation, use of postdated checks or transfer of "same day" money. IRWD shall not be required to pay interest on money deposited in advance of the due date. As shown in Table II, TIC's and Newport Beach's ownership interests are not subject to payment of a share of IRWD debt service. Ownership interests transferred by TIC as provided in Section 3f hereof, and transferred by Newport Beach as provided in Section 3g hereof, shall become subject to the requirement of this provision to pay a share of IRWD's future debt service obligations after the date of the transfer. 1 40 M -s- SECTION 3. Except as hereby amended, the Trust Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals by their respective corporate officers thereunto, duly authorized as of the day and year first above written. M M FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: ALEXANDER BOWIE, a Law Corporation IRVINE RANCH WATE D STRICT By "� � �j Pres' ent By t P7 By C/ Secretary M 40 FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: RUTAN & TUCKER BY General Counsel MESA CONSOLIDATED WATER DISTRICT By / f. < [l ^ / Presideht ;a Attest: 1c Secreta M 40 FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFOR f Carl ay, General al Cou Counsels By Attest: M so FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: CITY OF HUNTINGTON BEACH Gail Hutton, City Attorney By By At FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 ` APPROVED AS TO FORM: Hugh R. Coffin, City Attorney By CITY OF NEWPORT BEACH B /aryg Attest: City ClLrrk ti I M FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: ROURK/I E J WOODRUFF p� By U� Genera I jeounse SOUTH COAST COUNTY WATER DISTRICT FIRST AMENDATORY AGREEMENT TO SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: David L. Kerrigan General Counsel B RVINE COMPANY Attest: Asf ��1NE Cpn Secretary * INCORPORATED y SEPT. 22, 1976 2 To: From: CITY OF NEWPORT BEACH Office of CITY ATTORNEY The Honorable Mayor and Members of City Council Assistant City Attorney June 23, 1980 1 ` Item No. %t Subject: San Joaquin Reservoir - Compromise Settlement and Mutual Release Agreement and Trust Agree- Introduction On June 9, 1980, the Council approved a grant by The Irvine Company to the City of Newport Beach of water storage capa- city in the San Joaquin Reservoir (Reservoir). At that time we outlined the history of the Reservoir and advised the Council that negotiations involving all parties having an interest in the Reservoir were being conducted in an effort to resolve the issue of ownership and operation of the Reser- voir and to resolve numerous lawsuits concerning water rights in the Reservoir. The negotiations have now been concluded with the result that there are two documents for Council con- sideration. The first is a document entitled "Compromise Settlement and Mutual Release Agreement" and the second is a document entitled "San Joaquin Reservoir Trust Agreement." Discussion A. Compromise Settlement and Mutual Release Agreement This Agreement has little effect on the City of Newport Beach. Basically it is a document intended to terminate all litigation involving the Reservoir and invalidating all of the contracts and agreements previously entered into that relate to the Reservoir. In terms of the interest of the City of Newport Beach, the document accomplishes the following: Provides the City of Newport Beach with a credit of $132, this credit based upon the initial holding in the Reservoir by the City of four acre feet. 0 June 23, 1980 Page Two San Joaquin Reservoir - Compromise Settlement and Mutual Release Agreement and Trust Agree- ment 2. The City of Newport Beach, as all of the other Reservoir owners, agrees to release the other Reservoir owners from any claim that it may have against the other owners, and the City is in turn released from any claims that those owners may have had or have against the City. We are unaware of any claim that the City has against any of the other owners or any claim that they may have against us. 3. The City of Newport Beach must pay a proportionate share of future debt service on bonds previously issued by the IRWD in order that the Reservoir could be built and also must pay its proportionate share of operating and maintenance expenses. The City owns 1.2% of the capacity of the Reservoir and is the smallest owner of water rights in the Reservoir. The City will pay from $2,500 to $5,000 as its share of maintenance and operation expenses in the first year and an additional $4,000 for its share of the debt service. B. Trust Agreement The purpose of the Trust Agreement is to provide for the ownership, manner of use, maintenance and operation, and improve- ment and repairs of the Reservoir. The Trust Agreement consists of approximately 90 pages, is relatively complex, and for that reason has not been reproduced for Council's review. A copy of the Trust Agreement is on file in the City Attorney's office in the event that any Council member wishes to read the Agreement. In summary, the Agreement provides for the following: 1. The Agreement establishes a Trust, with Metropolitan as Trustee, and provides that the water rights held by the respective owners in the Reservoir be conveyed to Metropolitan to be held in trust by Metropolitan. Metropolitan then agrees to operate and maintain the Reservoir for the benefit of the owners of capacity. The Trust Agreement reflects an ownership percentage of 1.2 (or 36 acre feet) held by the City of Newport Beach. The Agreement also provides that this 36 acre feet is not subject to any buy -in cost, as are the capacities of most of the other owners. June 23, 1980 Page Three San Joaquin Reservoir - Compromise Settlement and Mutual Release Agreement and Trust Agree- ment 2. The Trust Agreement establishes an advisory committee composed of one representative from each owner. The advisory committee is established to monitor Metropolitan's performance as Trustee and to provide advice and approval to Metroplitan with respect to certain matters of policy. The advisory committee can exercise certain powers by way of a majority vote, and certain other powers only by unanimous vote. The committee by majority vote can render advice to Metropolitan, approve an annual budget, approve an annual report, ratify the terms of any sale of owner- ship interest, and perform other nonessential func- tions. The unanimous vote of the advisory committee is required to amend any provision of the Trust Agree- ment, approve projects where the total budgeted cost exceeds 50% of the operation and maintenance expenses budgeted for that year, and to approve variances to the operating criteria of the Reservoir. 3. The Trust Agreement also provides a procedure whereby all or part of an owner's interest in the Reservoir may be sold to another public agency. At the request of the City of Newport Beach, the Trust Agreement requires that existing owners of Reservoir capacity be given the right to purchase capacity which another owner desires to sell before that capacity is subject to sale to an outside agency. 4. The Trust Agreement establishes operating criteria for the Reservoir. The operating criteria are standards which govern availability of the water in the Reservoir for use by the owners. Different criteria apply depending upon the needs of any particular agency, and the amount of water available to replenish water utilized by agencies. It is our understanding that the Utilities Director has - reviewed these criteria and finds them acceptable. 5. The Trust Agreement also makes provision for the alloca- tion of Reservoir expenses among owners and authorizes Metropolitan to prepare, subject to the approval of the advisory committee, an annual Reservoir budget. a 0 r June 23, 1980 Page Four San Joaquin Reservoir - Compromise Settlement and Mutual Release Agreement and Trust Agree- ment 6. The Trust Agreement provides procedures that the Trustee is to follow when an owner of Reservoir capacity fails to pay either for water used or for its share of expenses. 7. The Agreement also provides for the financing of certain capital expenditures which are necessary to preserve or restore the operating capabilities of the Reservoir and the financing of such improvement projects that would result in the enhancement of the operating capabilities or characteristics of the Reservoir. 8. The Trust Agreement provides that the Trustee, Metropolitan Water District, will secure public liability insurance and designate other Reservoir owners as additionally named insureds. Metropolitan as the Trustee and operator of the Reservoir, retains the right to defend any claim or action brought against the owners' capacities in the Reservoir which arises out of the ownership, maintenance or operation of the Reservoir. In the event that a loss is not covered by insurance, Metropolitan is required to pay the greater of (1) $50,000 or (2) 108 of the amount budgeted for Reservoir operation and maintenance. Should a loss exceed that amount, it is to be allocated among the owners in proportion to the ownership interest. 9. There are miscellaneous provisions in the Trust Agree- ment that establish a "grievance procedure" should a dispute occur between owners concerning matters which are the matter of the Trust Agreement, and various other provisions relating to notice and exclusivity of the Agreement. Conclusion It is recommended by the City Attorney and Utility Director that Council approve a resolution authorizing execution of the Compro- mise settlement and Mutual Release Agreement and Trust Agreement. Given the size of the Reservoir, its proximity to the City of June 23, 1980 Page Five San Joaquin Reservoir - Compromise Settlement and Mutual Release Agreement and Trust Agree- ment Newport Beach, the guarantee of continued responsible maintenance and operation of the Reservoir, the resolution of the issues involved in the two agreements is of vital interest to the City. Council's approval of this resolution will serve to promote that interest. � Robert H. Burnham Pi RESOLUTION NO. g R29 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT AND TRUST AGREE - MENT IN CONNECTION WITH THE SAN JOAQUIN RESERVOIR WHEREAS, there has been presented to the City Council of the City of Newport Beach a certain Compromise Settlement and Mutual Release Agreement and Trust Agreement in Connection with the San Joaquin Reservoir; and WHEREAS, the City Council has reviewed the terms and conditions of said Agreements and finds them to be satisfactory and that it would be in the best interest of the City to execute said Agreements, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newport Beach that the Agreements above described are approved, and the Mayor and City Clerk are hereby authorized and directed to execute the same on behalf of the City of Newport Beach. ADOPTED this 23rd day of June, 1980. Mayor ATTEST: City Clerk kv 6/19/80 - = e a SAN JOAQUIN RESERVOIR TRUST AGREEMENT 1\ SAN JOAQUIN RESERVOIR TRUST AGREEMENT CONTENTS Section Parties & Recitals §1 ESTABLISHMENT OF TRUST (4 pages) a. Duration b. Transfer to Trustee c. Owners as Beneficiaries d. Ownership Percentage e. TIC Newport Ownership f. Metropolitan Ownership §2 ADVISORY COMMITTEE (6 pages) a. Establishment and Membership b. Purpose c. Powers d. Authority of Metropolitan §3 TRANSFER OF OWNERSHIP (5 pages) a. Annual Common Sales Pool b. Responsibility for Payments c. Terms of Sale and Sale Procedures d. Proceeds of Sale and Reduction of Interest e. Conditions of Sale f. Transfer of The Irvine Company T .. 4 l.r... . §4 FUTURE IRWD DEBT PAYMENTS (2 pages) §5 OPERATING CRITERIA FOR SAN JOAQUIN RESERVOIR (12 pages) a . Acme b. Ope C. Aut d. Nor e. Derr f. Sou g. Res is terra uperazions Emergency Operations Emergency Operations it Maintenance and Repair i -1 -OU Page IV 1.1 1.1 1.1 1.2 1.2 1.3 1.4 2.1 2.1 2.1 2.2 2.6 3.1 3.1 3.2 3.2 3.3 3.4 3.5 4.1 5.1 5.1 5.1 5.2 5.3 5.6 5.8 5.11 • §6 RESERVOIR EXPENSES (6 pages) a. b. c. d. e. f. §7 DEFAULT (4 pages) a. Default Defined b. Penalty for Default c. Reallocation of Defaults d. Termination of Reservoir Use and Loss of Vote e. Sale While in Default f. Legal Remedies g. Severability §8 INSURANCE AND INDEMNIFICATION (5 pages) a. Public Liability Insurance b. Defense Against Claims and Suits c. Uninsured Losses d. Damage to Reservoir §9 REPAIR AND IMPROVEMENT PROJECTS (4 pages) a. Financing of Projects b. Repair Projects C. Improvement Projects d. Payment Obligations §10 MISCELLANEOUS (12 pages; including signatures) a. Disputes b. Delegation of Authority C. Successors and Assi4ns Obliaated d. Notices e. Agreement Exclusive f. Amendments in Writing g• Execution in Counterpart ii 7 -1 -80 Page 6.1 6.1 6.2 6.3 6.3 6.4 6.5 7.1 7.1 7.1 7.2 7.3 7.4 7.4 7.4 8.1 8.1 8.3 8.3 8.4 9.1 9.1 9.1 9.2 9.3 10.1 10.1 10.2 10.2 10.2 10.3 10.4 10.4 TABLE I TABLE II TABLE III TABLE IV TABLES 7 -1 -80 Page (ownership Interests) 1.3 (IRWD Debt Allocation) 4.1 (Regulatory Storage Capacity) 5.4 (Expense Allocation) 6.2 iii SAN JOAQUIN RESERVOIR TRU T AGREEMENT THIS AGREEMENT is made and entered into effective the 1st day of July, 1980, by and between IRVINE RANCH WATER DISTRICT, ( "IRWD" herein) organized and existing pursuant to the California Water District Law (Water Code § §34000 e`t sue.), THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ( "HUNTINGTON BEACH" herein) a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT" herein) a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ( "MESA" herein) organized and existing pursuant to the provisions of the Costa Mesa Merger Law (Water Code § §33200 et seg.) and the County Water District Law (Water Code § §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT, ( "LAGUNA" herein) organized and existing pursuant to the County Water District Law of the State of California (Water Code § §30000 et seq.), SOUTH COAST COUNTY WATER DISTRICT, ( "SOUTH COAST" herein) organized and existing pursuant to the County Water District Law of the State of California (Water Code § §30000 et seq.), and THE IRVINE COMPANY, ( "TIC" herein), a Michigan corporation, a successor in interest to The Irvine Company of West Virginia; iv 7 -1 -80 RECITALS A. The intent and purpose of this Trust Agreement is to provide for the ownership, manner of use, maintenance and operation, and improvement and repairs of the San Joaquin Reservoir consisting of certain real property, a water reservoir and certain pipeline facilities and appurtenances connecting such facility to the facilities of METROPOLITAN and other agencies, located at or near the terminal of the East Orange County Feeder No. 2 in Orange County, California. Said real property and facilities are herein- after referred to collectively as "Reservoir ", and the real property is more specifically described in Exhibit "A" hereto, which is incorporated by this reference. B. Said Reservoir has been owned by IRWD and main- tained and operated by METROPOLITAN under certain written agreements which by separate agreement are being cancelled and rescinded concurrently with the execution of this Trust Agreement. Also concurrently with the execution of this agreement, IRWD is transferring title to the Reservoir to the parties hereto as hereinafter provided. C. IRWD, METROPOLITAN, HUNTINGTON BEACH, MESA, LAGUNA, SOUTH COAST, TIC, and NEWPORT have had water storage capacity rights in varying amounts in the Reservoir pursuant to certain agreements, leases, and subleases, all of which v d C agreements, leases, and subleases are being cancelled and rescinded concurrently with the execution of this Trust Agreement. D. It is the intent of the parties hereto that this Trust Agreement and the trust created hereby shall be irrev- ocable as hereinafter provided. E. The considerations for this Trust Agreement are the mutual covenants and agreements herein contained. vi 7 -1 -80 OPERATIVE AGREEMENT SECTION 1. ESTABLISHMENT OF TRUST. a. Duration. This Trust Agreement and the trust herein created is hereby declared to be effective on July 1, 1980 at 12:01 am and to be irrevocable for a period ending at midnight the day before the 60th anniversary of the effective date of this Trust Agreement or at an earlier date by mutual written agreement of all the parties then holding ownership interest in the Reservoir. b. Transfer to Trustee. IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT, MESA, LAGUNA, SOUTH COAST, and TIC, who, together with their successors in interest, are referred to as "Owners" herein, shall grant to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, which real property is more particularly described in Exhibit "A ", attached hereto and incorporated herein by this reference, to be held and administered by METROPOLITAN, as Trustee, as hereinafter provided. A form of Deed evidencing such conveyance is attached hereto as Exhibit "B" and incorporated herein by this reference. Each Owner, simultaneously with execution of this Trust Agree- 1.1 C =` ment, shall deliver a fully executed Deed substantially in such form and each such Deed shall be presented for recorda- tion. c. Owners as Beneficiaries. It is mutually agreed by all of the Owners and by ,a the Trustee that at all times the Reservoir shall be oper- ated and maintained for the benefit of the Owners. d. Ownership Percentage. It is mutually agreed that upon the execution of this Agreement, the undivided percentage ownership of the Reservoir, and the capacity allocation of each Owner therein, shall be as set forth in the following Table I. Any increase or decrease in Reservoir capacity due to modifications or otherwise shall be allocated among the Owners so that the respective percentage ownership of each Owner is not changed. 1.2 e. TIC /Newport Ownership. The percentage of ownership and Reservoir capacity allocated to NEWPORT BEACH and TIC in Table I above were fully paid for in kind at the time of original Reservoir construction, and said parties therefore are not obligated to any buy -in cost. ' 1.3 7 -1 -80 ` •` TABLE I Capacity Allocation Percentage Agency Name (Acre Feet) Ownership Irvine Ranch Water District 1,461 47.90% Mesa Consolidated Water District 583 19.11% City of Huntington Beach 400 13.11% Metropolitan 300 9.84% Laguna Beach County Water District 156 5.12% The Irvine Company 64 2.10% South Coast County Water District 50 1.64% City of Newport Beach 36 1.18% TOTAL 3,050 100.0% e. TIC /Newport Ownership. The percentage of ownership and Reservoir capacity allocated to NEWPORT BEACH and TIC in Table I above were fully paid for in kind at the time of original Reservoir construction, and said parties therefore are not obligated to any buy -in cost. ' 1.3 C-' N 7 -1 -i1U f. METROPOLITAN Ownership. METROPOLITAN's Reservoir capacity shown in Table I was allocated to METROPOLITAN in consideration of METRO - POLITAN's agreement to operate and maintain the Reservoir in accordance with the agreements referred to in Recital B and METROPOLITAN retains said capacity and shall receive a corresponding percentage of ownership at no buy -in cost, but shall participate in future payments and expenses as pro- vided in this Trust Agreement. 1.4 1 � i vv SECTION 2. ADVISORY COMMITTEE. a. Establishment and Membership. The San Joaquin Reservoir Advisory Committee ( "Advisory Committee" herein) is hereby established with the - purposes and powers provided herein. Each Owner shall be entitled to one representativeNand each representative shall have voting power equivalent to the ownership percentage of the Owner represented as shown in Table I hereof. Each Owner shall designate a representative and an alternate for membership on the Advisory Committee and shall notify METROPOLITAN of the persons so designated. Each Owner shall notify METROPOLITAN of changes in the representative or alternate. Advisory Committee membership shall include one non - voting member from Coastal Municipal Water District and one non - voting member from the Municipal Water District of Orange County. METROPOLITAN shall call and provide notice to each Owner of the first meeting of the Advisory Committee. The Advisory Committee, consistent with this Trust Agreement, shall organize itself and establish such reasonable rules and procedures for the call and conduct of meetings as it shall determine to be necessary. b. Purpose. The Advisory Committee is intended to monitor METROPOLITAN's performance as Trustee and to provide advice and approval to METROPOLITAN with respect to policy matters 2.1 F as specified in subsection c hereof. The Advisory Commit- tee is hereby established as the principal means of communi- cation between METROPOLITAN, as Trustee, and the other Owners with respect to matters involving the Reservoir. METROPOLITAN shall consult with the Advisory Committee and the Advisory Committee shall consult with METROPOLITAN at least quarterly concerning operation, maintenance, repair or improvement of the Reservoir. c. Powers. (i) Majority Vote: The Advisory Committee shall have the following powers which may be exercised only upon the affirmative vote of a majority of Owners representing in excess of 50% of the total ownership interests as shown in Table I hereof ( "majority vote" herein). As provided in Section 7d hereof, a defaulting Owner shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a majority vote, on the Advisory Committee. TIC shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a majority vote, on any matter relating to Reservoir expenses or other costs re- quired by this Trust Agreement to be allocated in accordance with Table IV hereof. (_ 2.2 �U A. Render advice to METROPOLITAN as to policy matters affecting its duties as Trustee. B. Approve an annual budget, including all Reservoir expenditures as provided in Section 6a hereof. Provided, however, that certain improvement projects shall be approved by a unanimous vote as provided in subparagraph (ii).below and Section 9c hereof. C. Approve an annual report prepared by METROPOLITAN including financial statements showing receipts and expenditures incurred by METROPOLITAN as Trustee prepared in accordance with METROPOLITAN's normal accounting practices. The annual report shall be prepared by METROPOLITAN for the preceding fiscal year and submitted to each Owner on or before August 31 of each year. The Advisory Committee shall meet to review the annual report prior to September 30 of each year. The Advisory Committee may direct Metropolitan to employ an independent auditor or auditing firm to review, and to report to the Advisory Committee con- cerning, the financial statements included in the annual report. The expense of employing any such auditor or auditing firm shall be included in the operating and maintenance expenses for the Reservoir. 2.3 5 0`. i D. Ratify the terms of any sale of owner- ship interest in which METROPOLITAN participates as a seller or buyer as provided in Section 3c hereof, pro- vided, however, that such ratification shall not be withheld unreasonably. E. Determine issues of alleged abuse of an Owner's Storage Rights referred to the Advisory Committee by METROPOLITAN as provided in Section 5a hereof. F. Confirm or adjust flow allocations extending beyond 72 hours as provided in Sections 5d(iv), 5e(iv) and 5f(v) hereof. G. Approve additional emergency deposits necessary from Owners when the budgeted contingency fund is exhausted as provided in Section 6d hereof. H. Approve Reservoir insurance program as provided in Section 8a. I. Approve alternate financing methods for Reservoir repairs as provided in Section 9b hereof. J. Recommend resolutions to disputes among Owners as provided in Section 10a hereof. K. Approve improvement projects required to comply with orders of officials having jurisdiction 2.4 / -1 -VU over the Reservoir with regard to matters affecting the public health or safety. (ii) unanimous Vote: The Advisory Committee shall have the following powers which may be exercised only upon the affirmative vote of 100% of the total ownership interests as shown in Table I hereof ( "unanimous vote" herein). As provided in Section 7d hereof, a defaulting Owner shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a unanimous vote, on the Advisory Committee. TIC shall not be entitled to vote, and its ownership interest shall not be included for purposes of determining a unanimous vote, on any matter relating to Reservoir expenses or other costs required by this Trust Agreement to be allocated in accordance with Table IV hereof. A. Amendment of any provision of this Trust Agreement. B. Approve improvement projects if the total budgeted cost of all such improvement projects initiated in any fiscal year exceeds 50% of the budgeted operation and maintenance expenditures for that fiscal year. Improvement projects required to comply with orders by officials having jurisdiction over the Reservoir with regard to matters affecting the public health or safety shall not require unanimous 2.5 approval but such projects shall require approval by a majority vote of the Advisory Committee. C. Release of Owners from payment of Reservoir expenses with respect to sold ownership interests as provided in Section 3e(iii) hereof. D. Approve amendments or variances to Operating Criteria as provided in Section 5(b) hereof. E. Approve use of Emergency Storage to satisfy normal operating requirements or a Demand W Emergency as provided in Sections 5d(v) and 5e(v) hereof. F. Approve alternative methods to fin- ance Reservoir improvement projects as provided in C- Section 9c hereof. d. Authoritv of METROPOLITAN. Except for those powers reserve) to the Owners through the Advisory Committee in this Section 2, METRO- POLITAN shall have complete authority to decide all matters pertaining to the operations, maintenance, repair, replace- ment, modification or improvement of the Reservoir and shall have full discretion to exercise its powers in accordance with the terms of this Agreement without prior consent of the Advisory Committee or any Owner. METROPOLITAN shall have unrestricted discretion to operate the Reservoir to protect public health and safety in the event of catastrophe involving the Reservoir or the water stored therein. 2.6 7 -1 -80 SECTION 3. TRANSFER OF OWNERSHIP. a. Annual Common Sales Pool. All or part of an Owner's interest in the Reservoir may be sold to another public agency, whether or not the buyer is an Owner of an interest in the Reservoir at the time of sale. Before July 1 of each year, any Owner desir- ing to sell all or part of its ownership interest shall notify METROPOLITAN of the amount of its ownership interest to be offered for sale during the ensuing fiscal year. Owners that do not provide notice of desire to sell shall not be eligible to participate in sales of ownership inter- ests for that fiscal year. All ownership interests offered for sale shall be combined in a Common Sales Pool for that fiscal year and no ownership interest, except as specified in paragraph (f) below, may be sold outside of the Common Sales Pool. METROPOLITAN annually shall notify all Owners of the identity of participants in the Common Sales Pool and the amount of interest offered by each. The sale of an ownership interest shall not affect the ratio of Regulatory Storage capacity to Emergency Storage capacity available to any Owner and shall not change the totals of Emergency Storage and Regulatory Storage in the Reservoir. Each Reservoir Owner shall immediately notify METROPOLITAN if it becomes aware of a potential buyer. 3.1 7 -1 -80 b. Responsibility for Payments. Participants in the Common Sales Pool will remain responsible for all payments provided for in this Trust Agreement for so long as the ownership interest remains unsold and thereafter as provided in sub - paragraphs e(ii) and e(iii) below. c. Terms of Sale and Sale Procedures. METROPOLITAN shall act as sales agent for Owners that participate in the Common Sales Pool and shall use its best efforts to secure terms of sale favorable to such Owners through negotiations with potential buyers. METRO- POLITAN shall notify all the Owners concerning the terms of any prospective sale. An Owner participating in the Common Sales Pool, within 30 days after notice of terms of sale, may withdraw part or all of its ownership interest from the Common Sales Pool if it is not satisfied with the terms of the sale. Owners not participating in that year's Common Sales Pool shall have the first right, exercisable within 30 days after notice of terms of sale, to purchase from the Common Sales Pool, upon the noticed terms, part or all of the ownership interests offered for sale. If the Common Sales Pool is over - subscribed by existing Owners, the ownership interests in the pool shall be divided among and sold to the interested Owners in proportion to their respective ownership interests in the Reservoir. The 3.2 7 -1 -80 ownership interests remaining in the Common Sales Pool after any withdrawals by participants in the Common Sales Pool and any sales to existing Owners may then be sold to any new public agency buyer(s), upon the terms announced by - METROPOLITAN. If METROPOLITAN participates in any sale as a seller or a buyer, the terms og the sale shall be subject to ratification by the Advisory Committee upon a majority vote, provided such ratification shall not be unreasonably with- held. d. Proceeds of Sale and Reduction of Interest. The proceeds from any sale shall be collected by METROPOLITAN and divided among the Owners participating in the Common Sales Pool in proportion to the amount of their ownership interest in the Common Sales Pool at the time of the sale. METROPOLITAN shall be escrow holder for documents _of transfer. METROPOLITAN may deduct costs incurred by it in arranging the sale and shall deduct from a defaulting Owner an amount equal to any default by that Owner from the proceeds prior to distribution to selling Owners. Such de- duction shall be allocated in proportion to defaults under Sections 4, 6 and 9 and distributed to the Owner or Owners entitled to payment or repayment to cure the default. The ownership interest of each selling Owner shall be reduced in proportion to the ratio between the quantity of ownership interest sold and the total quantity of ownership interest in the Common Sales Pool at the time of the sale. 3.3 C The annual report referred to in Section 2c(i)(C) shall include revisions to Tables I, II, III and IV to this Agreement necessary to reflect the foregoing adjustments and no amendment of this Agreement shall be necessary for this purpose. Unsold ownership interests shall remain in the Common Sales Pool for possible sale during the balance of the fiscal year. e. Conditions of Sale. All sales from the Common Sales Pool shall be subject to the following conditions. (i) Each buyer of ownership interest in the Reservoir shall hold the ownership interest subject to all the terms, conditions, obligations and liabilities of this Trust Agreement. No new burdens ehall be imposed upon METROPOLITAN as a result of the sale, except the additional responsibility of acting as trustee for an addi- tional Owner on the same basis as for other Owners. The rights of Reservoir Owners not participating in the sale will not be altered as a result of the sale. (ii) The sale notwithstanding, selling Owners will remain obligated to IRWD for payment of a share of IRWD's San Joaquin Reservoir annual bond debt retirement (see Section 4) in proportion to 3.4 7 -1 -80 their capacity in the Common Sales Pool before the sale, if the buyer defaults on any such payments. IRWD in its sole discretion may release the selling Owners from this obligation if IRWD is satisfied- with the credit worthiness of the buyer. (iii) The sale notwithstanding, selling Owners will remain obligated to METROPOLITAN, and to all other Owners to pay a share of Reservoir expenses (see Sections 6 and 9 hereof) in proportion to Owner interest in the Common Sales Pool before the sale if the buyer defaults on any payment. The Selling Owners may be released from this obligation upon a unanimous vote of the Advisory Committee. f. Transfer of The Irvine Company Interest. TIC may dispose of part or all of its ownership interest to any public agency without offering it for sale through the Common Sales Pool. Upon acquisition by a public agency, TIC's interest shall become fully subject to all provisions of this Trust Agreement including, without limi- tation, the obligations to pay a proportionate share of Reservoir operation and maintenance expenses, expenses of improvement projects and debt service costs, and capital costs and the requirement to sell through the Common Sales Pool. 3.5 / -1 -tSU SECTION 4. FUTURE IRWD DEBT PAYMENTS. IRWD has heretofore incurred bonded indebtedness to construct the Reservoir. The Owners listed on Table II below are responsible for payments of the shares of IRWD bond debt retirement shown in Table II. Each Owner subject to future debt payment shall pay to IRWD a share, as set forth in Table II, of IRWD debt service payments as shown in Exhibit "C ", attached and by 4.1 TABLE II Ownership Interest Future Debt Name of Agency Subject to Future Debt Percentage Irvine Ranch Water District 1,461 48.93% Mesa Consolidated Water District 583 19.528 Huntington Beach 400 13.40% Metropolitan Water District 300 10.05% Laguna Beach County Water District 156 5.22% South Coast County Water District 50 1.67% Newport Beach 36 1.21% The Irvine Company -- -- 2,986 acrO feet 100.00% Each Owner subject to future debt payment shall pay to IRWD a share, as set forth in Table II, of IRWD debt service payments as shown in Exhibit "C ", attached and by 4.1 / -I-OU r1 rr this reference incorporated herein. At least 30 days prior to the due date of each payment, IRWD shall provide the Owners shown in Table II with written notice of the amount of each Owner's share of the payment and the date when due. The method of payment of each Owner's obligation shall be determined by mutual agreement between IRWD and each Owner and may include, without limitation, use of I postdated checks or transfer of "same day" money. IRWD shall not be required to pay interest on money deposited in advance of the due date. As shown in Table II, TIC's ownership interest is not subject to payment of a share of IRWD debt service. Ownership interests transferred by TIC as provided in Sec- tion 3f hereof shall become subject to the requirement of this provision to pay a share of IRWD's future debt service obligations after the date of the transfer. 4.2 l -1 -OV SECTION 5. OPERATING CRITERIA FOR SAN JOAQUIN RESERVOIR a. Agency Storage Rights. Storage capacity in San Joaquin Reservoir is available for use by each Owner for regulatory and emergency purposes. Reservoir storage capacity shall be divided into Emergency Storage and Regulatory Storage. ,Water in the Reservoir below elevation 438 feet is hereby designated as Emergency Storage and that above said elevation is designated as Regulatory Storage. Use of Emergency Storage and Regulatory Storage shall be governed by the provisions of this Section 5. Each Owner hereby covenants with all other Owners to use its storage rights in a manner consistent with the provisions of this Section 5. If METROPOLITAN believes that any Owner is operating contrary to this covenant, METROPOLITAN shall endeavor to correct the violation and, if unable to do so, shall refer the violation to the Advisory Committee with recommendations. The Advisory Committee shall resolve the matter upon a majority vote and such resolution shall be final and binding upon all Owners. b. Operating Criteria. Criteria for filling and drawing down the Reservoir ( "Operating Criteria" herein) shall be established and may be modified by the Advisory Committee in accordance with these provisions. The initial Operating Criteria are 5.1 (6 (0 attached hereto as Exhibit "D" which by this reference is incorporated herein. METROPOLITAN may recommend amendment of the Operating Criteria from time to time. Amendment of the Operating Criteria shall require approval by a unanimous vote of the Advisory Committee. a METROPOLITAN shall exercise reasonable efforts to adhere to the Operating Criteria unless a variance thereto is approved by a unanimous vote of the Advisory Committee. Owners covenant not to sue METROPOLITAN, its officers, or employees and METROPOLITAN shall not be liable to the Owners for any damage to the Reservoir so long as METROPOLITAN has exercised reasonable efforts to operate the Reservoir in accordance with the approved Operating Criteria or any approved variance thereto or in the exercise of its judgment in response to an act of God or other emergency. c. Authoritv of METROPOLITAN. METROPOLITAN shall exercise its best efforts to operate and maintain the Reservoir for the benefit of all the Owners to meet their regulatory and emergency require- ments, consistent with the Operating Criteria, prudent operating principles, and with federal and state water quality, health, and safety standards. 5.2 I -i -VU d. Normal Operations. (i) Normal Conditions. The Regulatory Storage of the Reservoir shall be available for use by the Owners when normal operating conditions prevail. Normal operating conditions prevail except when there is a Demand Emergency or a Source Emergency. For purposes of determining appli- cation of any METROPOLITAN pricing policy which takes into consideration excessive peaking requirements on the East Orange Counter Feeder No. 2, the Orange County Feeder and the Irvine Cross Feeder, the capacities shown in Table III shall be considered to be within an Owner's system, and not within METROPOLITAN's system. The Regulatory Storage C= capacity shall be available to each Owner to offset such peak pricing policy, whether or not water is delivered to the Owner from the Reservoir, and shall be deemed to be replaced on the first day of each calendar month if the water surface elevation in the Reservoir was at elevation 438 feet or higher throughout the preceding calendar month. 5.3 7 -1 -80 CTABLE III *Regulatory Storage Capacity IRWD 722 of Mesa Consolidated 288 of a City of Huntington Beach 198 of Metropolitan 148 of Laguna Beach 77 of TIC 31 of South Coast 25 of Newport Beach 18 of Total 1507 of *Above elevation 4 ?8; 49.41% of total capacity (ii) Substitute Water Delivery. Under normal operating conditions, Owners shall have the right to re- ceive, and METROPOLITAN will endeavor to provide, substi- tute water deliveries from METROPOLITAN'S distribution system to service connections serving Owners when direct deliveries of Reservoir water are not being made. In the event of a condition which prohibits normal Reservoir operations, METROPOLITAN will attempt to continue these substitute deliveries to provide service similar to normal 5.4 operations. Substitute deliveries during normal operating conditions will, for billing purposes, be considered to have been made from an Owner's Regulatory Storage capacity. (iii) Use of Regulatory Storage. Regulatory Storage shall be used at the discretion of each Owner, except that for operation and maintenance purposes and subject to METROPOLITAN's obligations as trustee, METROPOL- ITAN may temporarily operate the Reservoir at less than full and thereby use any Regulatory Storage capacity which is not immediately needed by another Owner. METROPOLITAN shall use its best efforts to replace the Regulatory Storage thus utilized as soon as operationally feasible. Nothing con- (77. tained in this Agreement is intended to alter the capacity rights of any Reservoir Owner in the East Orange County Feeder No. 2. Each Reservoir Owner hereby covenants to operate its system consistent with its capacity rights in East Orange County Feeder No. 2 and its Regulatory Storage capacity in the Reservoir. Subject to review by the Advisory Committee, METROPOLITAN may operate service connec- tions to each Reservoir Owner to prevent violation of the foregoing covenant. (iv) Temporary Allocation. METROPOLITAN will use its best efforts to operate the Reservoir to meet all deliveries requested by Reservoir Owners. However, under unusual circumstances, including, but not limited to, 5.5 mechanical failures or water quality deficiencies, METRO- POLITAN temporarily will allocate the available flow from Regulatory Storage. No Owner shall be entitled to demand flows from the Reservoir which exceed a percentage of available flows from the Reservoir equal to its ownership percentage as shown in Table I, but METROPOLITAN may tem- porarily allocate unused flows to Owners desiring additional flows. Any temporary allocation of flow which extends beyond 72 hours shall be confirmed or adjusted by a majority vote of the Advisory Committee. (v) Emergency Storage in Reserve. Emergency Storage shall not be utilized for normal operations. Except as provided herein, the Reservoir shall not be operated at a surface elevation lower than 438 feet. METROPOLITAN shall notify all Reservoir Owners whenever it appears that the water elevation in the Reservoir is approaching 438 feet. METROPOLITAN shall call a meeting of the Advisory Committee to determine whether and upon what restrictions Emergency Storage may be utilized. Emergency Storage may be utilized to satisfy normal operations requirements only upon the unanimous vote of the Advisory Committee. e. Demand Emergency Operations. (i) Demand Emergencies. A Demand Emergency is a sudden catastrophic occurrence within the area served by an Owner's distribution or storage system that is beyond an Owner's control, which causes unusually high water demand, and which requires unrestricted flows from the Reservoir. 5.6 (ii) Mutual Aid Covenant. Each Owner hereby pledges use of its Regulatory Storage capacity to each other Owner in the event of a Demand Emergency and hereby cove- nants to reduce or cease withdrawals from the Reservoir so that such Regulatory Storage capacity is available for use by any Owner with a Demand Emergency. (iii) Procedures and Temporary Allocations. An Owner with a Demand Emergency shall notify METROPOLITAN. METROPOLITAN shall immediately take all steps necessary to provide maximum safe flows from the Reservoir to such Owner. METROPOLITAN shall determine if flows to other Reservoir Owners must be allocated in order to meet the Demand Emergency from Regulatory Storage available in the Reser- voir. If so, METROPOLITAN shall determine the extent to which flows must be allocated and shall notify each Reservoir Owner as to the amount of flow it is entitled to take from the Reservoir during the Demand Emergency. Each Owner shall make appropriate internal adjustments to its distribution system to operate within the flow alloca- tions established by METROPOLITAN. In the event any Owner fails to make such adjustments, METROPOLITAN may operate service connections serving such Owner from the Reservoir to implement the allocation. (iv) Extended Emergencies. In the event that a Demand Emergency exceeds 72 hours in duration, METROPOLITAN 5.7 shall immediately call an extraordinary session of the Advisory Committee for purpose of confirming or adjusting the Demand Emergency allocations established by METRO- POLITAN. The Advisory Committee shall act to confirm or adjust the Demand Emergency allocations upon a majority vote of the Advisory Committee. (v) Exhaustion of Regulatory Storage. In the event that a Demand Emergency exhausts the available Regula- tory Storage of the Reservoir, Emergency Storage may be utilized to satisfy the Demand Emergency requirements of a Reservoir Owner only upon a unanimous vote of the Advisory Committee. f. Source Emergency Operations. (i) Source Emergency Conditions. Emergency Storage shall be available for use in the event of a Source Emergency. A Source Emergency is an event which interrupts or restricts in -flow to the Reservoir from East Orange County Feeder No. 2 for longer than 48 hours as determined in the sole discretion of METROPOLITAN. (ii) METROPOLITAN Alternate Sources. In the event of a Source Emergency, METROPOLITAN will make every effort consistent with METROPOLITAN's water service regulations to substitute deliveries from other facilities. (iii) Use of Emergency Storage. In the event of a Source Emergency, METROPOLITAN shall notify the other 5.8 C. 0 W Owners that a Source Emergency exists. During a Source Emergency, all water in the Reservoir shall be Emergency Storage subject to the flow allocations provided herein until such time as all storage is exhausted. (iv) Flow Allocation. Each Owner shall be en- titled to a percentage of available flows from the Reservoir in proportion to its ownership percentage shown in Table I. Each Owner may use such flows for so long as it has unused Emergency Storage capacity. Each Owner shall be entitled to Emergency Storage capacity calculated as a percentage of Emergency Storage in proportion to its ownership percentage shown in Table I. METROPOLITAN shall insure that no Owner exceeds its allocated Source Emergency flows and Emergency Storage capacity and may operate service connections to assure compliance. This allocation will continue until the Source Emergency condition is corrected or until the water in the Reservoir has been exhausted, whichever occurs first. (v) Released Flows and Reserved Capacity. If an Owner does not require immediate use of its full flow entitlement, it may notify METROPOLITAN that part or all of its flow entitlement may be released to other Owners. Any such notice shall be within 24 hours after METROPOLITAN's notice that a Source Emergency exists and shall specify the percentage of flow entitlement to be released and the time 5.9 l� /-1-OV period for the released flow. After consulting the other Owners as to their needs, METROPOLITAN shall make a reason- able allocation of such released flows among the other Owners. METROPOLITAN shall notify the Owners as to the allocation of released flows and each Owner, within 24 a hours, may request an immediate extraordinary session of the Advisory Committee for purposes of confirming or adjusting, upon a majority vote, the allocation of released flows. Any Owner using released flows may not withdraw more than its own Emergency Storage capacity, together with such capacity obtained by assignment as provided in Paragraph (vi) below. The time period for the released flow may be extended from time to time by the releasing Owner, subject to the foregoing requirements for allocation. The releasing owner shall be entitled to reserve all or a portion of its Emergency Storage capacity for use when the time period for released flow expires. Upon expiration of the time period for released flow, each Owner shall be entitled to a percentage of available flows from the Reservoir in the proportion that its remaining Emergency Storage capacity, including reserved capacity, bears to the total Emergency Storage remaining in the Reservoir. (vi) Assignment of Capacity and Flow Allocation. Each Owner may assign part or all of its Emergency Storage capacity or flow entitlement or both to another Owner upon 5.10 / -1 -OV 0. such terms as are mutually agreeable to the assignor and the assignee. The assignor Owner shall notify METROPOLITAN as to the assignment and METROPOLITAN shall operate the Reser- voir accordingly. (vii) Reservoir Refill. At the conclusion of a r Source Emergency, the Reservoir will be refilled. Flows from the Reservoir will continue to be restricted until the water surface has reached elevation 450 feet. g. Reservoir Maintenance and Repair. (i) Authority. Except as provided herein, METRO- POLITAN shall have complete authority to decide all matters pertaining to the maintenance and repair of the Reservoir �:. and its appurtenances. Maintenance and repair activities are those necessary to continue or restore the operating capabilities or characters .3tics of the Reservoir as con- templated and required in this Agreement and do not include capital improvement projects which result in enhancement of Reservoir operating capabilities or characteristics. (ii) Normal Maintenance and Repairs. Normal maintenance and repairs include but are not limited to routine activities, such as daily patrolling and maintenance of roads, meter and instrument readings, Reservoir cleaning not requiring shutdown of the facility, chemical treatment, and grounds upkeep and periodic maintenance or repair projects which require the Reservoir to be out of service. 5.11 The Reservoir's annual budget shall provide for normal maintenance and repair and shall separately identify major maintenance or repair projects. METROPOLITAN, to the greatest extent practicable, shall schedule major mainte- nance or repair projects requiring the Reservoir to be out of service at times of the year when water demands are low and will endeavor to keep the Reservoir fully operational during periods of high seasonal demand. Maintenance or repair projects which affect the useful operations of the Reservoir, to the greatest extent practicable, shall be scheduled in advance and coordinated with the other Reser- voir Owners through the Advisory Committee. The Reservoir annual report shall separately account for major maintenance or repair projects. (iii) Emergency Maintenance and Repair. Emergency maintenance and repair activities are those required by unforeseen events, which require immediate action and which are not specifically anticipated in the annual budget. METROPOLITAN may undertake emergency maintenance and repair activities without prior consultation with the Advisory Committee or any Owner. The annual Reservoir budget shall provide a reasonable contingency fund for emergencies. 5.12 W SECTION 6. RESERVOIR EXPENSES. a. Allocation and Annual Reservoir Budget. METRO- POLITAN shall prepare a proposed Reservoir budget for each fiscal year, commencing July 1, and submit it to each Owner not later than March 31 of each year. The Advisory Commit- tee, prior to April 30, shall consider and adopt a Reservoir budget for the ensuing fiscal year. The Reservoir annual budget shall allocate among Owners, in accordance with Table IV below, all Reservoir expenses, other than those described in Section 4 and Section 9, for the ensuing year. Reservoir expenses shall be estimated and budgeted based upon the provisions of this Trust Agreement. The Reservoir annual budget shall include a reasonable contingency fund to pay the cost of emergency maintenance and repair activities and to pay any legal liabilitN. not specifically enumerated in the Reservoir annual budget. Upon approval of the budget, METROPOLITAN shall be authorized, without further approval by the Advisory Committee, to undertake the expenditures set forth in the budget. Debt service obligations set forth in Section 4 and Section 9 shall be submitted within the annual budget but are not subject to approval by the Advisory Committee as provided in Section 2c(i)B hereof. Ownership interest held by TIC is not subject to the requirement to pay a share of Reservoir expenses, but such Ownership interest shall become subject to such requirement whenever 6.1 7 -1 —ao transferred to any other Owner as provided in Section 3f hereof. Agency Name Irvine Ranch Water District Mesa Consolidated Water District City of Huntington Beach Metropolitan Laguna Beach County Water District The Irvine Company South Coast County Water District City of Newport Beach TOTAL TABLE IV Ownership Interest Subject to Share of Expenses A 1,461 583 400 300 156 50 36 2,986 Percentage Expense Allocation 48.938 19.528 13.39% 10.05% 5.228 1.678 1.218 100.008 b. Calculation of Expenses. (i) Operation and Maintenance Expenses. Operation and maintenance expenses to be allocated among the owners in accordance with Section 6a hereof shall include METROPOLI- TAN'S applicable direct costs calculated in accordance with METROPOLITAN'S normal accounting practices plus METROPOLI- TAN'S incremental overhead expenses incurred in connection with operation and maintenance of the Reservoir, hereby 6.2 agreed to be 10 percent of METROPOLITAN'S direct labor costs, including payroll additives. (ii) Improvement Project Expenses. Improvement pro- ject expenses shall be determined by METROPOLITAN in accor- dance with METROPOLITAN'S normal accounting practices, in- 5 cluding METROPOLITAN'S regular overhead expenses for this type of project. c. Owner's Budget Obligation. Concurrently with the execution of this Agreement, each Owner shall establish a separate San Joaquin Reservoir Fund in its books of account and shall deposit to such account all water and water re- lated revenues necessary to make all the annual payments for operations, maintenance, debt service and any other obliga- tion due from Owner under the terms of this Agreement. Each Owner shall annually budget and appropriate such sums from its San Joaquin Reservoir Fund as are suffi- cient in each year to meet its share of the Reservoir budget, together with its share of debt payments as provided in Sections 4 and 9 hereof. d. Payment. Following approval of the annual budget, but not before July 1 of any year, METROPOLITAN shall mail statements to each Owner showing that Owner's share of approved Reservoir expenses. Each Owner shall deposit the total of such statement with METROPOLITAN within 30 calendar days of the date of such statement. Payment of a share of 6.3 (0 7 -1 -80 Reservoir expenses shall continue as an obligation of each Owner even though the Reservoir or related facilities are partially or totally out of service for any period of time and even though any Owner does not use the Reservoir or related facilities. In the event that an emergency mainte- nance or repair activity or a legal liability, or both, threatens to exhaust the contingency fund established in the Reservoir annual budget, METROPOLITAN shall estimate the additional funds necessary to complete the activity or to pay the legal liability and shall calculate the addi- tional emergency deposit of funds necessary from each Owner in proportion to the Owners' respective shares of operation and maintenance expenses as provided in Subsection b above. In such event, METROPOLITAN shall convene an extraordinary session of the Advisory Committee to confirm the additional emergency deposit. Upon approval of the additional emer- gency deposit by a majority vote of the Advisory Committee, each Owner shall immediately deposit with METROPOLITAN its share of the additional emergency deposit. METROPOLITAN shall coordinate with Reservoir Owners, through the Advisory Committee, the operation of the Reservoir during the time necessary to complete emergency maintenance or repairs. e. Maintenance of Trust Account. METROPOLITAN shall deposit payments made to it by the Owners pursuant to this Trust Agreement in one or more Trust Accounts separate from 6.4 0. 0 /-1-bU METROPOLITAN's other accounts and shall account for deposits into such Trust Account or Accounts and for expenditures therefrom. However, METROPOLITAN may commingle, and invest together with its own funds, payments received from Owners for credit to the Trust Account or Accounts with METROPOLI- TAN's own funds. METROPOLITAN may draw from such Trust Account or Accounts for proper charges provided in this Agreement. METROPOLITAN, to the greatest extent practic- able, shall hold or invest all funds _so deposited to earn interest, and the interest earned shall be credited to the Trust Account or Accounts. Any sums remaining in the Trust Account or Accounts at the close of the fiscal year shall be carried over to the following fiscal year. All Reservoir expenses shall be accounted for in the annual report re- ferred to in Section 2c(i)(C). f. Billing and Payment for Water. All water stored in or delivered into San Joaquin Reservoir shall be owned by METROPOLITAN. METROPOLITAN shall bill Municipal Water District of Orange County ( "MWDOC") or Coastal Municipal Water District ( "Coastal ") for water delivered from the Reservoir depending on whether an Owner has taken delivery of such water from a MWDOC or Coastal service connection. Such billing, and payment thereof by MWDOC or Coastal, shall be made in accordance with the applicable rules established from time to time by METROPOLITAN's Board of Directors. 6.5 1( V MWDOC and Coastal may bill each Owner who is its member agency or subagency for water delivered to such Owner from Reservoir, and Owners shall pay for water so billed, in accordance with the applicable rules that may be established from time to time by the Board of Directors of MWDOC or Coastal. 6.6 e: c SECTION 7. DEFAULT. a. Default Defined. Default shall mean the failure of any Owner to make the payments required by Sections 4, 6 and 9 when due. b. Penalty for Default. (i) Intent. All Owners understand and agree that the Reservoir is to be owned and used as a joint facility and that each Owner must make timely payment of all Reser- voir obligations to avoid unfairness to other Owners, in particular METROPOLITAN and IRWD. The Owners understand and agree that late payment or non - payment of Reservoir ob- ligations may require other Owners to incur expenses or to lose interest on their funds in order to cover such default or both. The Owners each specifically agree in advance to the imposition of the penalties provided herein in order to compensate for expenses and losses incurred by reason of a default and to provide mutual incentive to all Owners to avoid default. (ii) Enforcement and Use of Proceeds. The provi- sions of this section shall be enforced by (1) IRWD with respect to defaults in obligations under Section 4, and (2) METROPOLITAN with respect to defaults in obligations under Sections 6 and 9. Any penalty received by IRWD may be retained for its own account. Any penalty received by METROPOLITAN with respect to Section 9 may be retained by 7.1 T I-1-UU METROPOLITAN for its own account. Any penalty received by METROPOLITAN with respect to Section 6 shall be credited by METROPOLITAN toward meeting Reservoir expenses. (iii) Penalty Rate. The amount of any default shall be subject to a penalty charge at an annual percentage .rate equal to 5% over the prime lending interest rate of the Bank of America, NT &SA, at San Francisco on the date of de- fault. Said penalty shall be computed from the date of de- fault until the date of payment. (iv) Waiver. Upon application of the defaulting Owner stating reasons for late payment, the penalty charge may be waived on any payment received within five calendar days after it is due. Waiver shall be in the total discre- tion of IRWD with respect to a Section 4 default and of METROPOLITAN with respect to a Section 6 or 9 default. The penalty shall not be waived for any payment received more than five calendar days after it is due. (v) Minimum Penalty. Payments received more than five days after the date of default shall be subject to a penalty (1) computed in accordance with Section 7b(iii) or (2) a minimum penalty of six percent of the amount in default, whichever is greater. c. Reallocation of Defaults. In the event an Owner defaults under the terms hereof, the payment obligations under Sections 4, 6 and 9 7.2 7 -1 -80 shall be reallocated among the non - defaulting Owners in pro- portion of each non - defaulting Owner's ownership interest at the time of default. This reallocation and any payments made pursuant thereto shall not be deemed a waiver of any rights that might accrue to IRWD, METROPOLITAN or any Owner, against the defaulting Owner. Twenty days after the date of default IRWD or METROPOLITAN, as the case may be, may notify the other Owners of the default and the amount due from each of them to cover the default in accordance with this pro- vision. Each Owner shall make payment of its share of such default reallocation within 30 days after the date of such notice. Reallocation and payment shall not relieve the defaulting party of liability for the penalty provided herein. If payment is received from the defaulting party subsequent to reallocation among and payment by the other Owners, such payment from the defaulting party shall be used to reimburse the other Owners. The Owners who covered the default shall not be entitled to share in any penalty except as provided in Section 7b(iii) above. d. Termination of Reservoir Use and Loss of Vote. Twenty days after default, METROPOLITAN may termi- nate use of the Reservoir to any defaulting Owner, including peaking rights as provided in Section 5d(i) hereof, and the defaulting Owner shall not be entitled to vote on the Advis- ory Committee. Such termination and loss of vote shall not 7.3 <i (`i relieve any Owner's obligations under this Agreement. Termination and loss of vote shall continue until such time as the default is cured and the penalty provided herein is paid. In the event that METROPOLITAN is required by force of law to provide water from the Reservoir to a defaulting Owner, METROPOLITAN may impose a special charge in an amount a sufficient to offset the default. Each Owner hereby agrees to pay such charge during a period of default. e. Sale While in Default. If an Owner.in default desires.to sell all or part of its ownership interest, the amount of the default shall be deducted from the purchase price by METROPOLITAN as provided in Section 3d hereof. f. Legal Remedies. The remedies for default provided above shall in no way restrict IRWD, METROPOLITAN or other Owners from bringing suit or seeking other remedy to legally compel payment from the defaulting Owner. In addition to the amount of the default, the defaulting Owner shall be liable for the costs and attorneys' fees of the agency or agencies seeking collection of the default. g. Severability. In the event that the penalty provision set forth in Section 7b hereof is determined by a court of competent jurisdiction to be invalid or unenforceable, the other provisions of Section 7 with respect to remedies for default and all other provisions of this Trust Agreement shall remain valid and enforceable. 7.4 Section 8. INSURANCE AND INDEMNIFICATION. a. Public Liability Insurance. Subject to the pro- visions of this Section 8, METROPOLITAN shall use its best efforts to procure public liability insurance protecting all Owners against loss or liability arising out of the owner- ship, maintenance, and operation of the Reservoir. Ini- tially, such insurance shall be obtained by adding all other Owners as additional named insureds to METROPOLITAN'S existing policy or policies which are subject to a deduct- ible amount of $10,000,000 for any single occurrence and liability limits of $150,000,000 for each occurrence; provided that in the event no such insurance is available to the upper limit hereinabove specified at premium rates considered reasonable by METROPOLITAN, METROPOLITAN may procure such lesser insurance as may be available at premium rates considered reasonable by METROPOLITAN. In the future, similar public liability insurance against risk of loss or liability arising out of ownership, maintenance and opera- tion of the Reservoir may be obtained by METROPOLITAN (1) by adding all other Owners to METROPOLITAN's then existing policies as additional named insureds, (2) by procuring separate policy or policies covering the Reservoir, or (3) by a combination of (1) and (2). METROPOLITAN shall keep the Advisory Committee fully informed as to the status of Reservoir insurance coverage. METROPOLITAN may recommend 8.1 (6 / -1 -Ou changes in the deductible amount, the upper limits of coverage, the premium and the nature of policy or policies used after receiving the recommendation of an insurance consultant to be retained by METROPOLITAN. The consultant shall take account of prevailing market conditions and custom and practice with regard to insurance coverage among water agencies. Any Reservoir insurance program shall be implemented only after approval by a majority vote of the Advisory Committee which shall include —the affirmative vote of METROPOLITAN. The premium for Reservoir insurance, if any, over and above the premium for METROPOLITAN's own separate insurance, shall be budgeted as part of the annual budget for operation and maintenance and shall be allocated among and paid by the Owners, other than METROPOLITAN and TIC. Nothing herein contained is intended nor shall be interpreted to restrict METROPOLITAN's discretion in estab- lishing its own insurance or risk management program for its non - Reservoir operations or purposes. In consideration of the mutual promises and covenants herein contained, the other Owners hereby covenant not to sue or otherwise make claim against METROPOLITAN, its directors, officers, employees or agents for any error or omission by METROPOLITAN, its directors, officers, employees or agents, in connection with the selection of broker or carrier and the terms, provisions, and coverage of any 8.2 / -1 -dU Policy or policies of public liability insurance obtained by METROPOLITAN in performing the duties of this Paragraph 8a. b. Defense Against Claims and Suits. METROPOLITAN shall have the right and duty to defend any claim or action brought against the Owners, or any of them, which arises out of the ownership, maintenance, and operation of the Reservoir. This right may be exercised by any insurance carrier insuring METROPOLITAN against loss arising from such claim or action. But if any claim or action does not name METROPOLITAN as a defendant or cross - defendant, METROPOLITAN may tender the defense of such claim or action to any or all Owners so named. In consideration of the mutual promises and covenants herein contained, the other Owners hereby covenant not to sue or otherwise make claim aga4_nst METRO- POLITAN, its directors, officers or employees for any error or omission by METROPOLITAN, its directors, officers or employees in performing the duties of this Paragraph 8b. C. Uninsured Losses. Any loss or liability arising out of the ownership, maintenance and operation of the Reservoir not covered by insurance, including losses and liabilities within the deductible range or in excess of Policy limits of coverage, together with METROPOLITAN's reasonable cost of defending against such loss or liabil- ity, shall be allocated among the Owners and paid by them 8.3 as a Reservoir operation and maintenance expense according to Section 6 hereof; except that METROPOLITAN shall pay the total amount of all losses and expenses arising from all occurrences in each fiscal year up to the greater of (1) $50,000 or (2) 10% of the amount budgeted in accordance with Section 6 hereof for Reservoir operations and maintenance expenditures for normal maintenance, repairs and operations for the fiscal year of the occurrence or occurrences. It is intended that the foregoing payments by METROPOLITAN will be measured by the year of occurrence rather than the year of claim or the year of payment. Each Owner hereby covenants to indemnify and hold the other Owners harmless from its share of uninsured losses. Initially, METROPOLITAN may pay uninsured losses from the contingency fund established in the Reservoir annual budget, subject to the provisions for an additional emergency deposit as provided in Section 6d hereof. The Advisory Committee may establish reasonable requirements for exchange of insurance certificates or self- insurance information to cover such losses. d. Damage to Reservoir. Damage to the Reservoir itself shall not be covered by insurance. The Owners mutually agree that the costs to repair damage to the Reservoir will be allocated among Owners and paid as a Reservoir operation and maintenance expense as provided in Section 6 hereof, unless such damage is caused by operation 8.4 0 • of the Reservoir outside of the requirements of Section 5b hereof. 8.5 SECTION 9. REPAIR AND IMPROVEMENT PROJECTS. a. Financing of Projects. The Owners mutually under- stand and agree that the cost of certain Reservoir repair and improvement projects can create budgetary hardships for some Owners and that from time to time it may be necessary or desirable to provide a method to spread project costs across more than one fiscal year. The Owners hereby covenant to cooperate through the Advisory Committee to establish feasible terms to finance_ future repair and improvement projects in accordance with the procedures outlined herein. b. Repair Projects. Repair projects are those which are necessary to continue or restore the operating capa- bilities and characteristics of the Reservoir as con- templated and required in this Agreement. Repairs include those steps reasonably necessary to prevent events which will impair those operating capabilities and characteris- tics, even though such preventative measures may result in some enhancement of the operating capabilities or character- istics of the Reservoir. Repair projects are subject to the normal Reservoir budget procedure as provided in Section 6a hereof and shall be approved by a majority vote of the Advisory Committee as set forth in Section 2c(i) hereof. Emergency repairs shall be paid from the contingency fund for emergencies established in each annual budget as pro- 9.1 vided in Section 6a hereof, subject to the provisions for an additional emergency deposit as provided in Section 6d hereof. Upon the request of any Owner, METROPOLITAN shall report to the Advisory Committee any feasible financing alternative to the normal payment process or the additional N emergency deposit of funds process set forth in Section 6d hereof. The Advisory Committee may approve an alternative method to finance repair projects upon a majority vote, including the affirmative vote of METROPOLITAN. c. Improvement Projects. Improvement projects are those which will result in enhancement of the operating capabilities or characteristics of the Reservoir. Improve- ment projects are subject to the normal Reservoir budget approval process as provided in Section 6a hereof. However, a unanimous vote of the Advisory Committee shall be neces- sary to approve improvement projects under the conditions specified in Section 2c(ii) B hereof; provided, however, improvement projects may be approved and carried out by less than 100% of the Owners if, and only if: (1) the Owners who agree to participate in such improvement project shall pay 100% of the cost thereof; and (2) the project will not detrimentally affect Reservoir use as contemplated in this Trust Agreement or increase the cost to any non-participat- ing Owner. All improvement projects, whether or not ap- proved by a unanimous vote of the Advisory Committee, shall 9.2 c0 (j be carried out or contracted for by METROPOLITAN, as Trus- tee. The cost of approved Reservoir improvement projects shall be allocated and paid in accordance with Section 6 hereof unless an alternative method of financing is ap- proved. Upon the request of any Owner, METROPOLITAN shall report to the Advisory Committee any feasibile alternative method to finance improvement projects. The Advisory Committee may approve an alternative method to finance an improvement project upon a unanimous vote. d. Payment Obligations. In the event that an alterna- tive method to finance a repair or an improvement project is approved, the Owners shall be responsible for payments of the percentages of repair or improvement financing costs shown in Table II on page 4.1. At least 30 days prior to the due date of each payment, METROPOLITAN shall provide the Owners shown on Table II with written notice of the amount of each Owners share and the date when due. The method of payment of each Owner's obligation shall be determined by mutual agreement between METROPOLITAN and each Owner and may include, without limitation, use of postdated checks or transfer of "same day" money. METROPOLITAN shall not be required to pay interest on any sums deposited with it prior to the due date. As shown on Table II, TIC'S capacity is not subject to payment of a share of Reservoir repair or improvement costs. 9.3 7 -1 -80 OL �... Ownership interests transferred by TIC as provided in Section 3f hereof shall become subject to the requirement of this provision to pay a share of repair or improvement financing costs after the date of the transfer. 9.4 /-1-OU SECTION 10. MISCELLANEOUS. a. Disputes. In the event of a dispute between Owners concerning matters arising under or in connection with this Trust Agreement, including, but not limited to, matters pertaining to the operation of the Reservoir or the allocation or payment of costs or expenses arising from ownership, operation or maintenance of the Reservoir, such Owners shall attempt to resolve their dispute by meeting and conferring among themselves. If the - disputing Owners are unsuccessful in resolving the dispute by means of meeting and conferring, any Owner who is a party to the dispute may bring the matter to the attention of the Advisory Committee. The Advisory Committee shall promptly meet with all disput- ing Owners and give each disputing Owner full opportunity to discuss the matter and to present sllch documentary or other materials and such oral testimony as it deems appropriate. The Advisory Committee shall make written recommendation for resolving the dispute promptly after meeting with the disputing owners. In the event the disputing Owners fail to accept the recommendation of the Advisory Committee or in the event the Advisory Committee fails to make a recommendation within a reasonable time regarding the dispute, any of the disputing Owners may institute litiga- tion designed to resolve the disputed matter. For purposes of instituting litigation, the period of limitations shall 10.1 /-1-011 not be tolled during the time that the informal proceedings to resolve the dispute provided for herein are in progress unless all parties to the dispute otherwise agree in writ- ing. Neither anything said in any meeting between disputing Owners concerning the dispute, nor in any meeting between disputing Owners and the Advisory Committee with respect to the disputed matter, nor the written recommendation of Advisory Committee, shall be admissible in evidence in any subsequent proceeding arising out of _the disputed matter. b. Delegation of Authority. Whenever any action is to be taken or decision or determination is to be made by METROPOLITAN as Trustee under this Trust Agreement, such action, decision or determination shall be effective when taken or made by METROPOLITAN's General Manager or its duly authorized representative. C. Successors and Assigns Obligated. This Trust Agreement and all of its provisions shall apply to and bind the successors and assigns of the parties hereto. d. Notices. All written notices that are required either expressly or by implication to be given by one party to any other under this Trust Agreement shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Postal Service office for delivery by registered or certi- fied mail. Unless and until METROPOLITAN is otherwise 10.2 (i (6 notified in writing, such notices shall be addressed to the parties as follows: Irvine Ranch Water District Post Office Box DI Irvine, California 92716 The Metropolitan Water District of Southern California Box 54153 Los Angeles, California 90054 City of Huntington Beach Post Office Box 190 Huntington Beach, California 92648 City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, California 92627 Laguna Beach County Water District Post Office Box 987 Laguna Beach, California 92652 South Coast County Water District 31592 West Street South Laguna, California 92677 The Irvine Company 550 Newport Center Drive Newport Beach, California 92663 e. Agreement Exclusive. This Trust Agreement incorporates the full and complete understanding of the parties. Neither any oral nor any written understanding not incorporated herein shall vary the terms of this Trust Agreement or be utilized for the purpose of interpreting any provision hereof. No alteration 10.3 0:1 0 I - 1 - U . or variation of the terms of this Trust Agreement shall be valid or binding on any of the parties hereto unless made in writing and signed by the parties hereto. f. Amendments in Writing. No amendment of this Trust Agreement shall be effective unless it shall be in writing and duly executed by all owners. g. Execution in Counterpart. This Trust Agreement may be executed in counterpart and the executed signature pages shall be attached to a single copy_ >,of this Agreement at the time of closing. The original shall be held by METROPOLITAN and copies provided to each party. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals by their respective corporate officers thereunto, duly authorized as of the day and year first above written. 10.4 !6 7 -1 -80 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: IRVINE RANCH WATER DISTRICT ALEXANDER BOWIE, a Law Corporation By President By: By Secretary 10.5 7 -1 -80 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: MESA CONSOLIDATED WATER DISTRICT RUTAN 5 TUCKER By President By Attest: General Counsel Secretary 10.6 (0 7 -1 -80 , SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT ROBERT P. WILL, OF SOUTHERN CALIFORNIA General Counsel S By General Manager By Attest: Secretary 10.7 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 7 -1 -80 APPROVED AS TO FORM: CITY OF HUNTINGTON BEACH GAIL HUTTON, City Attorney By By Attest: City Clerk 10.8 C `� • 7 -1 -80 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: CITY OF NEWPORT BEACH HUGH R. COFFIN, City Attorney By By: Attest: City Clerk 10.9 7 -1 -80 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: LAGUNA BEACH COUNTY WATER DISTRICT RIMEL AND HELSING N By: General Counsel By President ATTEST: Secretary 10.10 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: SOUTH COAST COUNTY WATER DISTRICT ROURKE & WOODRUFF By: General Counsel By President ATTEST: Secretary 10.11 SAN JOAQUIN RESERVOIR TRUST AGREEMENT Effective July 1, 1980 APPROVED AS TO FORM: THE IRVINE COMPANY DAVID L. KERRIGAN General Counsel a By: 7 -1 -80 By President ATTEST: Secretary 10.12 EXHIBIT "A" Parcel 1 Those portions of Blocks 97 and 98 of the Irvine's Subdivi- sion, in the County of Orange, State of California, as per Map recorded in Book 1, Page 88 of Miscellaneous Record - Maps, in the Office of the County Recorder of said County, described as follows: Beginning at a brass disc set in concrete, set by the Orange County Surveyor, to mark the quarter corner on the southwesterly line of Block 91 of said Irvine's Subdivision; thence South 50 000'00" East 2640 feet to a brass disc set in concrete, set by said surveyor, to mark the most easterly corner of Block 92 of said Irvine's Subdivision and comon corner of Blocks 91, 97 and 98 of said Irvine's Subdivision; thence South 3 023'13" East 1553.05 feet to a brass disc set in concrete, set by the United States Coast and Geodetic Survey, and designated as "Browning "; thence South 55 °45'30" East 294.18 feet to the "TRUE POINT OF BEGINNING "; thence South 40 046'20" East 197.60 feet; thence North 0 034134" East 461.17 feet; thence South 89 °24'59" West 194.00 feet; to a point on the Southerly prolongation of the Easterly line of Lot 8 of Tract No. 9858 as per map recorded in Book 436 pages 1 to 7 inclusive of Miscellaneous Maps, in the office of said County Recorder; thence along said prolongation and said easterly line North 0 "34'44" West 175.56 feet; thence North 57 °06'03" East 45.91 feet; thence North 10 055133" East 115.32 feet; thence North 28 046'32" East 157.16 feet; thence North 63 °28144" East 41.15 feet; thence North 21 °08'06" West 119.62 feet; thence North 0 "34144" West 70.00 feet; thence North 58 039'50" West 76.64 feet; thence North 46 019'48" East 488.92 feet; thence North 53 136'16" East 74.00 feet; thence North 28 014'31" East 140.12 feet; thence North 82" 08129" East 23.00 feet; thence South 9 °41113" East 175.77 feet; thence North 80 018'47" East 120.00 feet; thence North 9 °41113" West 171.94 feet; thence North 82 °08129" East 197.66 feet; thence South 7 "51'31" East 85.38 feet to the beginning of a curve concave northeasterly having a radius of 100 feet; thence Southerly, Southeasterly and Easterly 141.87 feet along said curve through an angle of 81 °17'01 "; thence South 89 008132" East 289.10 feet; thence South 8 °00'36" East 820.76 feet; thence South 33 009' 09" East 1465.88 feet; thence South 13 025114" East 680.00 feet; thence South 69 008120" West 270.27 feet; thence South 85 °37'08" West 222.77 feet; thence North 24 °13'10" West 437.65 feet; thence South 76 034146" West 40.00 feet; thence South 45 042122" West 309.17 feet; thence South 11 "38'25" West 1024.86 feet; thence South 75 °55'07" West 289.80 feet; to an angle on the easterly boundary of Tract No. 9859 as per Map recorded in Book 435, Pages 1, 2 EXHIBIT "A" -1- and 3 of Miscellaneous Maps; thence along said Easterly boundary and the Easterly boundary of Tract No. 9588 as per Map recorded in Book 400, Pages 25 to 28 inclusive of said Miscellaneous Maps the following courses: North 22 017113" West 1261.95 feet; North 12 °29'51' West 448.09= feet; North 22 °52'39" West 454.58 feet; North 51 020149" West 77.21 feet; and North 15 °52'51" West 276.97 feet to the TRUE POINT OF BEGINNING.., PARCEL 2 • non - exclusive easement for ingress and egress over lots • and B and portion of Lot 8 of Tract No. 9858, in the County of Orange, State of California, as per map recorded in Book 436 pages 1 to 7 of Miscellaneous Maps, in the office of the County Recorder of said county, as shown on the grant of easement recorded at Book 12848 page 1899 of the official records of the County of Orange, California. PARCEL 3 A non - exclusive, relocatable easement for ingress and egress purposes in connection with the construction, maintenance and operation of a reservoir known as the San Joaquin Reservoir and other works connected therewith or incidental to Grantee's operations, including the right to grade, construct, reconstruct, maintain, inspect, improve, repair and replace a roadway over real property, as shown on the grant of easement recorded in Book 13640, Pages 833 through 840 of the Official Records of the County of Orange, Cali- fornia. -2- EXHIBIT "A" C0 EXHIBIT B (Form of Deed) RECORDING REQUESTED BY AND RETURN TO: THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA P.O. Box 54153 Los Angeles, CA 90054 DOCUMENTARY TRANSFER TAX (Exempt: Chapter 1108 - Statutes 1969) (0 a (Owner) (Statement or Organization) hereby grants to THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation, in trust, subject to the provisions of the San Joaquin Reservoir Trust Agreement dated July 1, 1980, as it may be from time to time amended, its undivided interest in the real property in (percent) the City of Irvine, County of Orange, California described in Exhibit °A °: DATED: (NAME OF OWNER) 0 Attest: EXHIBIT B ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On 1980, before me, the under- signed, a Notary Public in and for said State, personally appeared and , (name) (name) known to me to be the and , respectively, of the (office) the (owner) (City, District, Corporation) that executed the within instrument, and known to me to be the persons who executed the within instrument, and on behalf of the therein (City, District, Corporation) named, and acknowledged to me that such executed the within instrument (City, District, Corporation) pursuant to authority of its Board of Directors. WITNESS my hand and official seal. Notary Public -2- Parcel 1 Those portions of Blocks 97 and 98 of the Irvine's Subdivi- sion, in the County of Orange, State of California, as per Map recorded in Book 11 Page 88 of Miscellaneous Record Maps, in the Office of the County Recorder of said County, described as follows: Beginning at a brass disc set in concrete, set by the Orange County Surveyor, to mark the quarter corner on the southwesterly line of Block 91 of said Irvine's Subdivision; thence South 50 000'00" East 2640 feet to a brass disc set in concrete, set by said surveyor, to mark the most easterly corner of Block 92 of said Irvine's Subdivision and comon corner of Blocks 91, 97 and 98 of said Irvine's Subdivision; thence South 3 023113" East 1553.05 feet to a brass disc set in concrete, set by the United States Coast and Geodetic Survey, and designated as "Browning "; thence South 55 °45'30" East 294.18 feet to the "TRUE POINT OF BEGINNING "; thence South 40 "46120" East 197.60 feet; thence North 0 034134" East 461.17 feet; thence South 89 °24'59" West 194.00 feet; to a point on the Southerly prolongation of the Easterly line of Lot 8 of Tract No. 9858 as per map recorded in Book 436 pages 1 to 7 inclusive of Miscellaneous Maps, in the office of said County Recorder; thence along said prolongation and said easterly line North 0 °34'44" West 175.56 feet; thence North 57 006103" East 45.91 feet; thence North 10 °55'33" East 115.32 feet; thence North 28 046132" East 157.16 feet; thence North 63 "28'44" East 41.15 feet; thence North 21 °08'06" West 119.62 feet; thence North 0 034144" West 70.00 feet; thence North 58 039150" West 76.64 feet; thence North 46 °19'48" East 488.92 feet; thence North 53 036'16" East 74.00 feet; thence North 28 014131" East 140.12 feet; thence North 820 08129" East 23.00 feet; thence South 9 "41'13" East 175.77 feet; thence North 80 018'47" East 120.00 feet; thence North 9 041113" West 171.94 feet; thence North 82 008129" East 197.66 feet; thence South 7 051'31" East 85.38 feet to the beginning of a curve concave northeasterly having a radius of 100 feet; thence Southerly, Southeasterly and Easterly 141.87 feet along said curve through an angle of 81 °17'01 "; thence South 89 008'32" East 289.10 feet; thence South 8 °00136" East 820.76 feet; thence South 33 009' 09" East 1465.88 feet; thence South 13 025'14" East 680.00 feet; thence South 69 008'20" West 270.27 feet; thence South 85 037108" West 222.77 feet; thence North 24 °13'10" West 437.65 feet; thence South 76 034'46" west 40.00 feet; thence South 45 °42'22" West 309.17 feet; thence South 11 038'25" West 1024.86 feet; thence South 75 °55'07" West 289.80 feet; to an angle on the easterly boundary of Tract No. 9859 as per Map recorded in Book 435, Pages 1, 2 -3- and 3 of Miscellaneous Maps; thence along said Easterly boundary and the Easterly boundary of Tract No. 9588 as per Map recorded in Book 400, Pages 25 to 28 inclusive of said Miscellaneous Maps the following courses: North 22 °17113" West 1261.95 feet; North 12 029151' West 448.09 feet; North 22 °52'39" West 454.58 feet; North 51 °20149" West 77.21 feet; and North 15 °52'51" West 276.97 feet to the TRUE POINT OF BEGINNING. S PARCEL 2 • non - exclusive easement for ingress and egress over lots • and B and portion of Lot 8 of Tract No. 9858, in the County of Orange, State of California, as per map recorded in Book 436 pages 1 to 7 of Miscellaneous Maps, in the office of the County Recorder of said county, as shown on the grant of easement recorded at Book 12848 page 1899 of the official records of the County of Orange, California. PARCEL 3 A non - exclusive, relocatable easement for ingress and egress purposes in connection with the construction, maintenance and operation of a reservoir known as the San Joaquin Reservoir and other works connected therewith or incidental to Grantee's operations, including the right to grade, construct, reconstruct, maintain, inspect, improve, repair and replace a roadway over real property, as shown on the grant of easement recorded in Book 13640, Pages 833 through 840 of the Official Records of the County of Orange, Cali- fornia. -4- ACCEPTANCE The undersigned, being the duly authorized agent of THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ' does hereby accept on behalf of THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, the foregoing deed and the interest in real property, conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: -5- JAhdCS NL MONTGOMERY. CONSULTMG ENO**nMRS INC - • 1. 17802 Sky Pa,k C.,Cle. Swte 201. Irvine. Cehbm.a 927071 (IM 979 -8733 Mr. Evan L. Griffith -6- April 29, 1980 Metropolitan plater District of Southern California NET RESERVOIR PRODUCTION UPON LIMITED DRAWDOWN San Joaquin Reservoir's output into the distribution system upon limited draw -- down corresponding to the program for no- remedial work, minimal risk would be as shown in Table 3. TABLE 3. LIMITING DRAWDOWN PROGRAM W.S. Elevation Net Acre -Feet Available by Drawdown During From To _ Any Day . Any Week -.-- Any Month 470.5 438.0 137 Mid -Pt. 457 Mid -Pt. 1,374 (1) (Phase 1) (3- 10 -30) (157 -119) Range (505 -411) Range 438.0 418.0 104 Mid -Pt. 211 Mid -Pt. 588 Mid -Pt. (Phase 2) (3 -6 -17) (115 -90) Range (226 -187) Range (600 -575) Range 418.0 404.0 78 Mid -Pt. 157 Mid -Pt. 366 Mid -Pt. (Phase 3) (3 -6 -17) (65 -72) Range (166 -148) Range Not Applicable 404.0 Empty 45 Mid -Pt. 91 Mid -Pt. 243 Mid -Pt. (Phase 4) (3 -6 -17) (69 -14) Range (134 -32) Range (341 -146) Range (1) Reflects acre -feet storage withdrawal from W.S. Elevation 468. In the above tabulation, the acre -feet available for withdrawal for any day and any week during the respective phases include the average draft for a mid -point within the range and the extreme drafts possible at the upper and lower ends of the range, except during source outage, additional flow would be available from the East Orange County Feeder No. 2. JUM X IKONTGOb(ERX CO • EN(3:`Iffits. INC. 17802 Sky Park imlwle 271. Irvine. Caldomu 327071 (714) 979 a773 Mr. Evan L. Griffith -7- April 29, 1980 Metropolitan Water District of Southern California or no replenishment, or from abnormal demands with maximum replenishment. The East Orange County Feeder No. 2 has the capability of replenishing the reservoir up to a design maximum of 92.5 CFS, assuming no operation restrictions on this feeder pipeline. LIMITATIONS ON FILLING ON RESERVOIR Reservoir filling theoretically has no adverse effect on reservoir lining stabil- ity. Prolonged drying of the lining may cause desiccation in the clay lining. If desiccation cracks develop, the lining course may experience increase in leakage loss, and possible localized slough -offs. In the past, the reservoir had periods of being empty and dry for approximately 300 days. No signs of distress nor problems had been observed during refilling after the dry period. Therefore, it is our-feeling that as long as the asphaltic concrete surface is intact, periods of 1 year between drawdown and refilling of the reservoir should pose no particular problems. We believe that some localized maintenance work may still be required in the future if the lining in the entire reservoir had to be left dry for lengthy periods of time and especially through .dry seasons. Based on previous drawdown and refilling rates, we feel that the filling rate should not exceed 10 feet per day. A second volume report detailing participating agencies' use, and previous stability study is being prepared and will be submitted under separate cover. JMM appreciated the opportunity of submitting this Limiting Drawdown Program Report to Metropolitan, and we are available to discuss its contents and related matters at your convenience. Respectfully submitted, DuWayne R. Lidke, Vice President DRL /DJH /da N W 2 a �^ o l I Ct 1 W Z CL } c 3 O W oZ a _ co N CL a ZI O W W w W Q' LL ILL LL N M ON ~ 0 m LL O Z ��bbb }I .d JI u Vn I� I A d Q K O 2 i 6 D r r " I M� M Q M N M O oZ _ co N 'INS d>; I� N _ T A r O N J �Q T Q t r N 1 1 > A. _ Fo NOl1VA313 33VA8nS 831VM O Q M� M Q M N M O M _ co N ZI c N 3i O' a N 0' 3 a N 0 ON N m LL O l0 }I .d O m to N O s W a ■ m p cr CL } Y W 3 O f O W a W W CL W W d Q w LL w W F W W 9 I "' O rot) 01 �I a 3 N OO aZ O a W J W K W a c� z_ H J WnWDCVW H m to n z _O F I w W J W Kin I X, H O �l 0 8 a a a 0 N` T i I I I i IMv A J J / K � 3 o O Z J i a 0 NOI1bA313 30V48ns �831VM O V 01 to M M V M a: W N Q N N N O N N F4: f0 _v N O (D d N O W U' a ('.I qt w x a 0 O CL x W 3 = Z $ Z 8 Q cc It a a r W a r W W LL. ( � LL p bbb r 3 MF M x a ' r ' I I I M �1 01 O ti {I x I� �W O J U' Z i r 0 s o 'O NOLLVA313 30V38ns 831VM P_ W LL W a O M x O r 3 Z O r > M O W W, r ? 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S ; k NOILVA313 30V38nS 83 C`- a W K J U' LL is F F i 9 � i• 09 El lea A v aaea W 5 •c•r�� i J e 0 ffiI a P I � d ?�zi ' Ji OL O i _O Wo V � U); 0-: ior3 I S - ?'loi e; o Z i 2 JI O. of b yl R I WI Q • .I I) j �O O1 y OW O W 39 N gY Z O O + I I I 0 55� q v o g g 94 C�i s M NOIIVA313 3DvisnS 831VM a W K J U' LL {� X22 » ! !Z |i ct ■9�7 = ■2 |R@ |#Q#! ■ - -- > =x.22 ■= § ..�,2 �AA�A i §� !!�f! !£!� \0 � f — . |E 1 e- || § � � � i § ; g�} - .� ; § §_ 7 NaQQI £V & 836& | �$o \ I Ik � f — . |E 1 e- || § � � � i § ; g�} - .� ; § §_ 7 NaQQI £V & 836& | I Ik � f — . |E 1 e- || § � � � i § ; g�} - .� ; § §_ 7 NaQQI £V & 836& | � � LI 1\\\; ■.� - \ \/ § ■ ®! -t § § §| \• ; - § , / : & - \ : \ a k c � _ | T ! 9 ; ! $ ; ( § w. _, z_s eiVM F N sheet 1 vi <� SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Elevation Difference Capacity Feet Acre -Feet Acre-Feet_ Feet Acre -Feet Acre -Feet 370.0 0.00 0.52 0.42 ,4 11.06 .1 0.42 0.52 0.42 o.$4 .5 1 -1.58 .z 0.42 1.26 ,6 o.5z 12.10 .3 0.43 0.52 12.62 .4 1.69 _ ,7 0.52 .5 0.43 2.12 ,$ 13.14 .6 0.13 2.55 .9 0.52 13.66 0.43 z•9$ 373.0 0.52 14.18 .7 0.43 0.56 .$ 3.41 .1 0.56 14.74 .9 0.43 3.$4 .2 15.30 0.43 ,3 o.5b 15.$6 371.0 4.27 0.58 0.47 4.74 .4 16.42 .l 0.47 .5 0.56 .z 5.21 o.5b .16.98 .3 0.47 5.6$ .6 17.54 .4 0.47 6.15 .7 0.56 18.10 .5 0.47 6.62 .$ 0.57 1$.67 0.47 � 0.57 .6 7.09 .9 19.24 0'48 0.57 ..7 7.57 374.0 19.$1 0'4$ 0.60 .$ 8.05 .1 20.41 0.4$ 0.61 .9 8.53 .2 21.02 0.4$ 0.61 372.0 9.01 .3 21.63 0.51 0.61 .1 9.52 .4 22.211 0.51 0.61 .2 10.03 •5 22.85 0.51 0.61 .3 10.54 .6 23. 40' 0.61 e:AR C-11075-1 r ' C' c L. (+ SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet .7 24.07 377.0 o.61 39.43 .8 0.74 24.68 .1 0.61 40.17 .9 0.74 25.29 •2 o.61 40.91 375.0 0.74 25.90 .3 0.65 41.65 .1 0.74 26.55 .4 0.65 42.39 .2 0.74 27.20 • 5 0.65 43.13 •3 0.75 27.85 .6 0.65 43.88 .4 0.75 28.50 .7 0.65 44.63 .5 0.75 29.15 •8 0.65 45.38 .6 0.75 29.80 .9 o.66 46.13 •7 0.75 30.46 378.0 o.66 46.88 .8 0.79 31:12 .1 0.66 47.67 .9 0.79 31.78 •2 0.66 48.46 376.o 0.79 32.44 •3 0.69 49.25 .1 0.79 33.13 .4 0.70 50.04 .2 0.79 33.83 .5 0.70 50.83 •3 0.79 34.53 .6 0.70 51.62 •4 0.79 35.23 •7 0.70 52.41 •5 0.79 35.93 •8 0.70 53.20 .6 0.79 36.63 •9 0.70 53.99 .7 0.79 37.33 379.0 0.70 54.78 .8 0.83 38.03 .1 0.70 55.61 .9 o.83 38.73 Sheet 2 of 2) , Elevation Difference Capacity Feet _ A Acre -Feet -0.70 -Feet _Acre 377.0 39.43 0.74 .1 40.17 0.74 •2 40.91 0.74 .3 41.65 0.74 .4 42.39 0.74 • 5 43.13 0.75 .6 43.88 0.75 .7 44.63 0.75 •8 45.38 0.75 .9 46.13 0.75 378.0 46.88 0.79 .1 47.67 0.79 •2 48.46 0.79 •3 49.25 0.79 .4 50.04 0.79 .5 50.83 0.79 .6 51.62 0.79 •7 52.41 0.79 •8 53.20 0.79 •9 53.99 0.79 379.0 54.78 0.83 .1 55.61 o.83 c- 11075 -2 f C. SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet 1.00_.- 56.44 .5 0.83 77.17 .3 1.00 57.27 .6 0.83 78.17 , .4 1.00 58.10 .7 0.84 79.17 .5 1.00 58.94 .8 0.$4 80.17 .6 1.00 59.78 .9 0.84 81.17 .7 1.00 60.62 382.0 0.84 82.17 .8 1.09 61.46 .1 0.84 83.26 .9 1.09 62.30 .2 0.81E 84.35 380.0 1.09 63.14 .3 0.90 85.44 .1 1.09 64.04 .4 0.90 86.53 .2 1.09 64.94 .5 0.90 87.62 .3 1.09 6 5.8cv .6 0.90 88.71 .4 1.09 66.74 .7 0.90 89.80 .5 1.09 67.64 .8 0.91 90.89 .6 1.10 68.55 .9 0.91 91.99 .7 1.10 69.46 383.0 0.91 93.09 .8 1.18 70.37 .1 0.91 94.27 .9 1.18 71.28 .2 0.91 95.45 381.0 1.18 72.19 .3 0.99 96.63 .1 1.18 73.18 .4 0.99 97.81 .2 1.19 74.17 .5 1.00 99.00 .3 1.19 75.17 .6 1.00 100.19 .4 1.19 76.17 Sheet 3 of 23 Elevation Difference Capacity Feet .. -.�.�. Acre -Feet �- Acre -Feet - - - -- 1.00_.- .5 77.17 1.00 - .6 78.17 , 1.00 .7 79.17 1.00 .8 80.17 ' 1.00 .9 81.17 1.00 382.0 82.17 1.09 .1 83.26 1.09 .2 84.35 1.09 .3 85.44 1.09 .4 86.53 1.09 .5 87.62 1.09 .6 88.71 1.09 .7 89.80 1.09 .8 90.89 1.10 .9 91.99 1.10 383.0 93.09 1.18 .1 94.27 1.18 .2 95.45 1.18 .3 96.63 1.18 .4 97.81 1.19 .5 99.00 1.19 .6 100.19 1.19 C-11075-3 C L SAN JOAQUIN RESERVOIR Capacity table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet Feet 1.19 _ _ -- .7 101.3$ .9 1.19 130.11 .8 1.3$ 102.57 386.0 1.19 131.49 .9 1.46 103.76 .1 1.19 132.95 3$4.0 1.46 104.95 .2 1.2$ 134.41 .1 1.47 106.23 ,.3 1.28 135.$$ .2 1.47 107.51 .4 1.28 137.35 .3 1.47 108.79 .5 1.28 138.$2 .4 1.47 110.07 .6 1.28 140.29 .5 1.47 111.35 .7 1.28 141.76 .6 1.47 112.63 .8 1.28 143.23 .7 1.47 113.91 .9 1.28 144.70 .8 1.4? 115.19 387.0 1.28 146.17 .9 1.56 116.47 .1 1.28 147.73 3$5.0 1.56 117.75 .2 1.37 149.29 .1 1.56 119.12 .3 1.37 150.85 .2 1.56 120.49 .4 1.37 152.41 .3 1.56 121.86 .5 1.37 153.97 .4 1.56 123.23 .6 1.37. 155.53 1.56 124.60 .7 1.37 157.09 .6 1.56 125.97 .$ 1.38 158.65 .7 1.56 127.35 .9 1.38 16o.21 .8 1.57 12$.73 Sheet 4 Of-23 Elevation Difference Capacity Feet Acre -Feet Acre -Feet .9 130.11 1.3$ 386.0 131.49 1.46 .1 132.95 1.46 .2 134.41 1.47 ,.3 135.$$ 1.47 .4 137.35 1.47 .5 138.$2 1.47 .6 140.29 1.47 .7 141.76 1.47 .8 143.23 1.47 .9 144.70 1.4? 387.0 146.17 1.56 .1 147.73 1.56 .2 149.29 1.56 .3 150.85 1.56 .4 152.41 1.56 .5 153.97 1.56 .6 155.53 1.56 .7 157.09 1.56 .$ 158.65 1.56 - .9 16o.21 1.57 388.0 161.78 C- 11075 -4 a C SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet - - - -- 1.81 - .1 163.43 1.65 .2 165.08 1.65 .3 166.73 1.65 .4 16$.3$ 1.65 .5 170.03 1.66 .6 171.69 1.66 .7 173.35 1.66 .$ 175.01 1.66 .9 176.67 1.66 3$9.0 17$.33 1.75 .1 1$0.0$ 1.75 .2 1$1.$3 1.75 .3 1$3.5$ 1.75 .4 185.33 1.75 .5 187.08 1.75 .6 1$$.$3 1.75 .7 190.5$ 1.75 .$ 192.33 1.75 .9 194.08 1.75 390.0 195.83 1.81 .1 197.64 1.81 .2 199.45 Sheet 5 of 23 Elevation Difference Capacity Feet Acre -Feet _ Acre -Feat -- 1.81 .3 201.26 1.$1 390.4 203.07 1.$2 .5 204.$9 1.$2 .6 206.71 l.$2 .7 20$.53 1.$2 .$ 210.35 1.82 •9 212.17 1.$2 391.0 213.99 1.$5 .1 215.$4 1.$5 .2 217.69 ' 1.$5 .3 219.54 1.$0 .4 221.40 1.86 .5 223.26 1.86 .6 225.12 1.$6 .? 226.98 1.$6 A 228.$4 1.$6 .9 230.70 1.66 392.0 232.56 1.89 .1 234.45 1.69 .2 236.34 1.90 .3 238.2, 1.90 .4 240.14 C- 11075 -5 c C6 . zjneei� o oi Ki SAID JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet - - 1.90 Acre -Feet - .5 1.98 242.04 .7 1.90 2$4.77 .6 1.98 243.94 .8 1.90 286.75 .7 1.98 245.84 .9 1.90 288.73 .8 1.98 247.74 395.0 1.90 290.71 .9 2.01 249.64 .1 1.90 292.72 393.0 2.02 251.54 •2 1.93 294.74 .1 2.02 253.47 .3 1.93 296.76 .2 2.02 255.40 .4 1.94 298.78 .3 2.02 257.34 .5 1.94 300.8o .4 2.02 259.28 .6 1.94 302.82 .5 2.02 261.22 .7 1.94 304.84 .6 2.02 263.16 .8 1.94 306.86 .7 2.02 265.10 .9 1.94 308.88 .8 2.02 267.04 396.0 1.94 310.90 .9 2.o6 268.98 .1 1.94 312.96 394.0 2.06 270.92 •2 1.97 315.02 .1 2.06 272.89 .3 1.98 317.08 .2 z.o6 274.87 .4 1.98 319.14 .3 2.06 276.85 .5 1.98 321.20 .4 2.06 278.83 .6 1.98 323.26 .5 2.06 280.81 .7 1.98 325.32 .6 2.06 282.79 Elevation Difference Capacity Feet Acre -Feet Acre -Feet - 1.98 .7 2$4.77 1.98 .8 286.75 1.98 .9 288.73 1.98 395.0 290.71 2.01 .1 292.72 2.02 •2 294.74 2.02 .3 296.76 2.02 .4 298.78 2.02 .5 300.8o 2.02 .6 302.82 2.02 .7 304.84 2.02 .8 306.86 2.02 .9 308.88 2.02 396.0 310.90 2.o6 .1 312.96 2.06 •2 315.02 2.06 .3 317.08 z.o6 .4 319.14 2.06 .5 321.20 2.06 .6 323.26 2.06 .7 325.32 2.06 .8 327.38 C- 11075 -6 f C'. (L' SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet Feet _. 2.06 -. � .9 2.18 329.44 .1 2:06 376.10 397.0 2.18 331.50 .2 2.10 378.28 .1 2.1$ 333.60=' .3 2.10 380.46 397.2 2..1$ 335-70 �.3 2.10 382.64 2.18 337-80 .5 2.10 384.82 .4 2.18 339.90 .6 2.10 387.00 .5 2.18 342.00 .7 2.10 389.18 .6 2.1$ 344.10 .8 2.10, 391.30 .7 2.19 346.20 .9 2.10 393.55 .8 2.19 34$.30 400.0 2.10 395.74 .9 2.22 350.40 .1 2.11 397.96 398.0 2.22 352.51 .2 2.14 400.18 2.22 354.65 .3 2.14 402.40 .2 2.22 356.79 .4 2.14 404.62 .3 2.22 35$.93 .5 2.14 406.84 .4 2.22 361.07 400.6 2.14 409.06 .5 2.22 363.21 .7 2.14 411.28 .6 2.22 365.35 .'8 2.14 413.50 _ .? 367.49 2.14 .9 .8 415.72 369.63 2.14 .9 401.0 371.77 417.95 2.15 399.0 373.92 Sneet / of �} Elevation Difference Capacity Feet Acre -Feet Acre -feet - 2.18 .1 376.10 2.18 .2 378.28 2.1$ .3 380.46 2..1$ .4 382.64 2.18 .5 384.82 2.18 .6 387.00 2.18 .7 389.18 2.1$ .8 391.30 2.19 .9 393.55 2.19 400.0 395.74 2.22 .1 397.96 2.22 .2 400.18 2.22 .3 402.40 2.22 .4 404.62 2.22 .5 406.84 2.22 400.6 409.06 2.22 .7 411.28 2.22 .'8 413.50 2.22 .9 415.72 2.23 401.0 417.95 .2.25 - .1 420.20 2.26 .2 422.1,.6 C- 11075 -7 ' �• (� Sheet h of c k;ro SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet _ _2_ -, - -_. ___ - .3 424.72 2.26 .4 426.98 2.26 .8 429.24 .5 2.26 .6 431.50 2.26 .7 433.76 2.26 .8 436.02 2.26 .9 436.26 2.26 402.0 440.54 2.29 .1 442.63 2.29 .2 445.12 2.29 .3 447.41 2.30 .4 449.71 2.30 .5 452.01 2.30 .6 454.31 2.30 .7 456.61 2.30 .8 456.91 2.30 •9 461.21 2.30 403.0 463.51 2.33 .1 465.64 2.33 .2 466.17 2:33 .3 470.50 2.33 .4 472.63 2.33 .5 475.16 Elevation Difference Capacity Feet Acre-Feet_ Acre-Feet_ -. 2.34^ .6 477.50 2.34 .7 479.84 2.34 .8 482.16 2.34 .9 464.52 2.34 404.0 466.86 2.37 .1 469.23 2.37 .2 491.60 2.37 .3 493.97 2.37 .4 496.34 2.37 .5 496.71 2.37 .6 501.06 2.37 .7 503.45 2.37 .8 505.82 2.36 .9 506.20 2.36. 405.0 510.56 2.41 .1 512.99 2.41 .2 515.40 2.41 .3 517.81 2.41 .4 520.22 2.41 .5 522.63 2.41 .6 525.04 2.41 .7 527.45 2.41 .8 529.80 C- 11075 -8 SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet - -- -- - 2:41 .9 532.27 2.41 406.0 534.68 2.44 .1 537.12 2.44 .2 539.56 2.45 .3 542.01 2.45 .4 544.46 2.45 .5 546.91 2.45 .6 549.36 2.45 .7 551.81 2.45 .8 554.26 2.45 .9 556.71 2.45 407.0 559.16 2.48 .1 561.64 2.48 .2 564.12 2.48 .3 566.60 2.48 .4 569.08 2.49 .5 571.57 2.49 .6 574.06 2.49 .7 576.55 2.49 .8 579.04 2.49 .9 581.53 2.49 408.0 584.02 2.52 .1 586.54 L Sheet 9 of 23 Elevation Difference Capacity Feet - -- - -- - Acre -Feet Acre -Feet 2.52 •2 589.06 2.52 .3. 591.58 2.52 .4 594.10 2.52 •5 596.62 2.52 •6 599.14 2.53 •7 6ol.67 2.53 .8 604.20 2.53 .9 606.73 2.53 409.0 609.26 2.56 .1 611.82 2.56 .2 614.36 2.56 •3 616.94 2.56 .4 619.50 2.56 .5 622.o6 2.56 .6 624.62 2.56 .7 627.18 2.57 .8 629.75 2.57 •9 632-32 2.57 410.0 634.89 2.59 .1 637.4' 2.60 .2 640.08 2.6o .3 642.68 2.6o .4 645.28 C- 11075 -9 (0 (9 SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet Feet -2.0 8 _.- -._. .5 2.67 647.$$ .7 2.60 705.93 .6 2.68 650.4$ .$ 2.60 708.61 .? 2.6$ 653.o8., .9 2.60 711.29 410.0$ 2.68 655.6$ 413.0 2.60 713.97 .9 2.71 658.28 .l 2.60 716.68 411.0 2.71 660.$$ .2 2.63 719.39 .1 2.71 663.51 .3 2.63 722.10 .2 2.71 666.14 .4 2.63 724.81 .3 2.71 668.77 .5 2.63 727.52 .4 2.71 671.40 •6 2.64 730.23 .5 2.71 674.04 .7 2.64 732.94 .6 2.71 676.68 •$ 2.64 735.65 .7 2.71 679.32 •9 2.64 738.36 .$ 2•71 681.96 414.0 2.64 741.07 .9 2.74 684.60 • 1 2.64 743.81 •412.0 2.74 687.24 •2 2.67 746.55 .1 2.74 689.91 .3 2.67 749.29 .2 2.74 692.58 .4 2.67 752.03 .3 2.75 695.25 •5 2.67 754.7$ .4 2.75 697.92 •6 2.67 757.53 .5 2.75 700.59 .7 2.67 760.28 .6 2.75 703.26 G1; C Sheet 10 of 2) Elevation Difference Capacity Feet Acre -Feet Acre -Feet _ . 2.67 .7 705.93 2.68 .$ 708.61 2.6$ .9 711.29 2.68 413.0 713.97 2.71 .l 716.68 2.71 .2 719.39 2.71 .3 722.10 2.71 .4 724.81 2.71 .5 727.52 2.71 •6 730.23 2.71 .7 732.94 2.71 •$ 735.65 2.71 •9 738.36 2•71 414.0 741.07 2.74 • 1 743.81 2.74 •2 746.55 2.74 .3 749.29 2.74 .4 752.03 2.75 •5 754.7$ 2.75 •6 757.53 2.75 .7 760.28 2.75 .$ 763.03 C- 11075 -10 C �1 SAN JOAQUIN RESERVOIR Capacity sable in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet Feet _ Acre -Feet - - - -•- Acre -Feet - .9 765.78 2.75 - 415.0 768.53 2.78 .1 771.31 - 2.78 •2 774.09 2.78 •3 776.87 2.78 .4 779.65 2.78 .5 782.43 2.78 .6 785.21 2.78 .7 787.99 2.79 .8 790.78 2.79 .9 793.57 2.79 416.0 756 .36 2.82 .1 799.18 2.82 .2 802.b0 2.$2 .3 804.82 2.$2 .4 807.64 2.82 .5 810.46 2.82 .6 813.28 2.82 .7 $16.10 2.82 .8 818.92 2.82 .9 2.82 821.74 417.0 2.93 824.56 .2 2.85 887.93 J1:UCl. 11 Vl /j Elevation Difference Capacity Feet _ Acre -Feet - - - -•- Acre -Feet - .1 $27.41 2.85 - .2 830.26 2.85 •3 833.11 - 2.$6 •4 835.97 2.86 .5 838.83 2.86 .6 841.69 2.86 .7 844.55 2.86 .8 847.41 2.$ 6 •9 850.27 2.$ 0 418.0 853.13 2.89 .1 856.02 2.89 .2 858.91 2.89 .3 861.80 2.89 ..4 864.69 2.89 .5 867.58 2.89 .6 870.47 2.90 .7 873.37 2.90 .8 876.27 2.90 .9 879.17 2.90 419.0 882.07 2.93 .1 885.00 2.93 .2 887.93 2.93 .3 890.86 C- 11075 -11 L SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet 2.93 .4 893.79 2.93 .5 896.72 2.93 .6 899.65 2.93 •7 902.58 2.93 .8 905.51 2.94 .9 908.45 2.94 420.0 911.39 3.15 .1 914.54 3.15 .2 917.69 3.15 •3 920.84 3.15 •4 923.99 3.15 .5 927.14 3.15 .6 930.29 3.16 •7 933.45 3.16 .8 936.61 3.16 .9 939.77 3.16 421.0 942.93 3.19 .1 946.12 3.19 .2 949.31 3.19 .3 952.50 3.19 .4 955.69 3.20 .5 958.89 3.20 .6 962.09 oneeL 14 pi. Elevation Difference Capacity Feet Acre -Feet Acre -Feet 3.20 .7 965.20 3.20 .8 968.49 3.20 •9 971.69 3.20 422.0 974.89 3.23. .1 978.12 3.23 .2 981.35 3.24 .3 984.59 3.24 .4 987.83 3.24 •5 991.07 3.24 .6 994.31 3.24 •7 997.55 3.24 .8 1000.79 3 • 24 •9 1004.03 3.24 423.0 1007.27 3.27 .1 1010.54 3.28 .2 1013.82 3.28 •3 1017.10 3.28 .4 1020.38 3.28 •5 1023.66 3.28 .6 1026.94 3.28 .7 1030.22 3.28 .8 1033.50 3.28 .9 1036.78 C- 11075 -12 L L SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet .2 3 .29-- 1113.70 424.0 3.40 1040.06 .3 3.32 1117.10 .1 3.40 1043.38 .4 3.32 1120.50 .2 3.40 1046.70 .5 3.32 '' .3 3.40 1050.02 .6 3.32 1127.30 .4 3.41 1053.34 ..7 3.32 1130.71 .5 3.41 1056.66 .8 3.32 1134.12 .6 3.41 1059.98 .9 3.32 1137.53 .7 3.41 1063.30 427.0 3.32 1140.94 .8 3.44 1066.62 .1 3.32 1144.38 .9 3.44 1069.94 .2 3.33 1147.82 425.0 3.44 1073.27 .3 3.36 1151.26 .1 3.44 1076.63 .4 3.36 1154.70 .2 3.45 1079.99 .5 3.36 1158.15 •3 3.45 1083.35 .6 3.36 - .4. 3.45 1o86.71 .7 3.3.6 1165.05 .5 3.45 1090.07 .8 3.36 1165.50 .6 3.45 1093.43 .9 3.36 1171.95 .7 3.45 1096.79 428.0 3.37 1175.40 .8 3.48 1100.16 .1 3.37 1178.88 .9 3.1,8 1103.53 .2 3.37 118 2.36 426.0 3.49 1106.90 .3 3.40 1185.85 .1 3.49 ,1110..30 .4 3.40 1189.34 oneet i} of 4,) Elevation Difference Capacity Feet Acre -Feet Acre -Feet .2 1113.70 3.40 .3 1117.10 3.40 .4 1120.50 3.40 .5 1123.90 3.40 .6 1127.30 3.41 ..7 1130.71 3.41 .8 1134.12 3.41 .9 1137.53 3.41 427.0 1140.94 3.44 .1 1144.38 3.44 .2 1147.82 3.44 .3 1151.26 3.44 .4 1154.70 3.45 .5 1158.15 3.45 .6 1161.60 3.45 .7 1165.05 3.45 .8 1165.50 3.45 .9 1171.95 3.45 428.0 1175.40 3.48 .1 1178.88 3.1,8 .2 118 2.36 3.49 .3 1185.85 3.49 .4 1189.34 C- 11075 -13 C., C L C0 (0 SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet _ 3.49 .5 1192.83 3.49 .6 1196.32 3.49 .7 1199.81 3.49 .8 1203.30 3.49 ..9 1206.79 3.49 429.0 1210.28 3.53 .1 1213.81 3.53 .2 1217.34 3.53 .3 1220.87 3.53 .4 1224.40 3.53 .5 1227.93 3.53 .6 1231.46 3.53 •7 1234.99 3.53 .8 1238.52 3.53 .9 1242.05 3.53 430.0 1245.58 3.57 .1 1249.15 3.57 .2 1252.72 3.57 .3 1256.29 3.57 .4 1259.86 3.57 •5 1263.43 3.57 .6 1267.00 Sheet 14 of 23 Elevation Difference Capacity Feet Acre -Feet Acre -Feet 3.57 .7 1270.57 3.57 .8 1274.14 3.58 .9. 1277.72 3. 58 431.0 1281.30 3.61 .1 1284.91 3.61 .2 1288.52 3.61 •3 1291.13 3.61 .4 1295.74 3.61 .5 1299.35 3.62 .6 1302.97 3.62 .7 1306.59 3.62 .$ 1310.21 3.62 .9 1313.83 3.62 432.0 1317.45 3.65 .1 1321.10 3.65 .2 1324.75, 3.65 •3 1328.40 3.66 .4 1332.06 3.66 .5 1335.72 3.66 .6 1339:38 3.66 .7 1343.04 3.66 .8 1346.70 C- 11075 -14. SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet 3:36 .9 1350.36 3.66 - 433.0 1354.02 3.70 .1 1357.72 3.70 .2 1361.42 3.70 .3 1365.12 3.70 .4 1368.82 3.70 .5 1372.52 3.70 .6 1376.22 3.70 .7 1379.92 3.70 .8 1383.62 3.70 .9 1387.32 3.70 434.0 1391.02 3.71 .1 1394.76 3.74 .2 1398.50 3.74 .3 1402.24 3.74 .4 1405.98 3.74 .5 1409.72 3.74 .6 1413.46 3.74 .7 1417.20 3.75 .8 1420.95 3.75 .9 1424.70 3.75 435.0 1428.45 Jli c:u 1J Vi ;ej Elevation Difference Capacity Feet Acre -Feet Acre -Feet 3.78 .1 1432.23 3.78 - .2 1 1436.01 3.78 .3 1439.79 3.78 .4 1443.57 3.79 •5 1447.36 3.79 .6 1451.15 3.79 .7 1454.94 3.79 .8 1458.73 3.79 .9 1462.52 3.79 436.0 1466.31. 3.82 .1 1470.13 3.83 .2 1473.96 3.83 .3 1477.79 3.83 .4 1481.62 3.83 .5 1485.45 3.83 .6 1489.28 3.83 .7 1493.11 3.83 .8 1496.94 3.83 .9 1500.77 3.83 437.0 1504.60 3.87 .1 -1508.47 3.87 .2 1512.34 C- 11075 -15 r �a L C. SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet 3.67_- .3 1516.21 3.87 .4 1520.08 3.87 .5 1523.95 3.87 .6 1527.82 3.87 .7 1531.69 3.87 .8 1535.56 3.88 .9 1539.44 3.88 438.0 1543.32 3.91 .1 1547.23 3.91 .2 1551.14 3.91 .3 1555.05 3.91 .4 1558.96 3.91 .5 1562.87 3.92 .6 1566.79 3.92 .7 1570.71 3.92 .8 1574.63 3.92 .9 1578.55 3.92 439.0 1582.47 3.95 .1 1586.42 3.96 .2 1590.38 3.96 .3 1594.34 3.96 .4 1598.30 3.96 .5 1602.26 Oilq -_t, 1V V1 •- Elevation Difference Capacity Feet Acre -Feet 'Acre -Feet 3.96 .6 16o6.22 3.96 .7 1610.18 3.96 .8 .1614.14 3.96 .9 1618.10 3.96 440.0 1622.06 4.00 .1 1626.06 4.00 .2 1630.06 4.00 •3 1634.06 4.00 •4 1638.06 4.00 .5 161E2.06 4.00 .6 1646.06 4.00 .7 1650.06 4.00 .8 1654.06 4.01 .9 165.8.07 4.01 441.0 1662.08 4.04 .1 1666.12 4.04 .2 1670.16 4.04 .3 1674.20 4.05 .4 1678.25 4.05 .5 1682.30 4.05 .6 1686.35 4.05 .7 1690.40 4.05 .8 1694.45 C- 11075 -16 C- 11075 -17 sneeL li of ty C- SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet C Elevation Difference Capacity Elevation Difference Capacity Feet Acre -Feet Acre -Feet Acre -Feet Acre -Feet - - 4.05 1698.50 _Feet 4.18 -- - .9 4.05 .3 4.18 1797.38 442.0 1702.55 .4 1801.56 4.09 1706.64 > 4.18 .i 4.09 •5 1805.74 .2 1710.73 •6 4.18 1809.42 4.09 1714.82 _ 4.18 •3 4.09 •7 1814.10 •4 1718.81 •8 4.18 1818.28 4.09 4.19 .5 . 1723.00 •9 1822.47 .b 4.09 1727.09 445.0 4.19 1826.66 4.09 1731.18 4'22 .7 4.09 •1 1830.88 .8 1735.27 •2 4.22 1835.10 . 4.10 4.22 C .9 1739.37 •3 1839.32 . 4.10 4 23 443.0 1743.47 .4 1843.55 .1 4.13 1747.60 .5 4.23 1847.78 4.13 4.23 .2 1751.73 .6 1852.01 .3 4.13 1755.86 4.23 4.14 •7 1856.24 .4 176o.00 .8 4.23 1860.47 4.14 1764.14 4.23 .5 4.14 •9 1864.70 .6 1768.28 446.0 4.23 1868.93 .7 4.14 1772.42 4 z7 k.14 .1 1873.20 .8 1776.56 4. 27 4.14 .2 1877.47 .9 1780.70 4 z7 4.14 .3 1881.74 444.0 1784.84 4.27 4.18 .4 1886.01 ' .1 1789.02 4.27 4.18 •5 1880.28 .2 1793.20 .6 4.27 1894.55 C- 11075 -17 C C. C Lj SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet ._ 4.27 _ 2002.84 .7 4.40 1898.82 .2 4.27 2007.24 .8 4.40 1903.09 .3 4.28 2011.64 .9 4.40 1907.37 .4 4.28 2016.04 447.0 4.41 1911.65 .5 4.31 2020.45 .1 4.41 1915.96 .6 4.31 2024.86 .2 4.41. 1920.27 4.31 2029.27 .3 4.41 1924.58 .8 4.32 2033.68 .4 4.41 1926.90 .9 4.32 2038.09 .5 4.41 1933.22 450.0 4.32 2042.50 .6 4.45 1937.54 .1 4.32 2046.95 .7 4.45 1941.86 .2 4.32 2051.40 .8 4.45 1946.18 .3 4.32 2055.85 .9 4.45 1950.50 .4 4.32 2060.30 445.0 4.45 1954.82 .5 4.36 - 2064.75 .1 4.45 1959.18 .6 4.36 2069.20 .2 4.45 1963.54 .7 4.36 2073.65 .3 4.46 1967.90 .$ 4.36 2078.11 .4 4.46 1972.26 .9 4.36 2082.57 .5 4.46 1976.62 451.0 4.36 2087.03 .6 4.50 1980.98 .1 4.36 2091.53 .7 4.50 1985.34 .2 4.36 2096.03 .8 4.50 1989.70 .3 4.37 21C0.53 .9 4.50 1994.07 .4 4.37 2105.03 449.0 199$.44 Sheet 18 of 23 Elevation Difference Capacity Feet. _._." Acre -Feet - Acre -Feet - - - -- 4.40 .1 2002.84 4.40 .2 2007.24 4.40 .3 2011.64 4.40 .4 2016.04 4.41 .5 2020.45 4.41 .6 2024.86 4.41. 2029.27 4.41 .8 2033.68 4.41 .9 2038.09 4.41 450.0 2042.50 4.45 .1 2046.95 4.45 .2 2051.40 4.45 .3 2055.85 4.45 .4 2060.30 4.45 .5 - 2064.75 4.45 .6 2069.20 4.45 .7 2073.65 4.46 .$ 2078.11 4.46 .9 2082.57 4.46 451.0 2087.03 4.50 .1 2091.53 4.50 .2 2096.03 4.50 .3 21C0.53 4.50 .4 2105.03 C- 11075 -18 A C c_ SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Ahre -Feet Acre -Feet .7 4.50 -. .5 4.60 2109.53 .8 4.50 2214.28 .6 4.60 2114.03 •9 4.50 2218.88 ..7 4.60 2118.53 454.0 4.50 2223.48 .8 4.64 2123.03' .1 4.50 2228.12 .9 4.64 2127.53 .2 4.51 2232.76 452.0 4.64 2132.04 .3 . 4.54 2237.40 .1 4.64 2136.58 .4 4.54 2242.04 .2 4.64 2141.12 .5 4.55 2246.68 .3 4.64 2145.67 .6 4.55 2251.32 .4 4.65 2150.22 .7 4.55 2255.97 .5 4.65 215L•77 .8 4.55 2260.62 .6 4.65 2159.32 .9 4.55 2265.27 .? 4.65 2163.87 455.0 4.55 2269.92 .8 4,69 2168.42 .1 4.55 2274.61 .9 4.69 2172.97 .2 4.55 2279.30 453.0 4.69 2177.52 •3 4.59 2283:99 .1 4.69 2182.11 .4 4.59 2288.68 .2 4.69 2186.70 •5 4.59 2293.37 .3 4.69 2191.29 .6 4.59 2298.06 .4 4.69 2195.88 .7 4.60 2302.75 .5 4.69 2200.48 .8 4.60 2307.44 .6 4.69 2205.08 4.60 Sheet 19 of 23 Elevation Difference Capacity Feet Acre -Feet Acre -Feet .7 2209.68 4.60 .8 2214.28 4.60 •9 2218.88 4.60 454.0 2223.48 4.64 .1 2228.12 4.64 .2 2232.76 4.64 .3 . 2237.40 4.64 .4 2242.04 4.64 .5 2246.68 4.64 .6 2251.32 4.65 .7 2255.97 4.65 .8 2260.62 4.65 .9 2265.27 4.65 455.0 2269.92 4,69 .1 2274.61 4.69 .2 2279.30 4.69 •3 2283:99 4.69 .4 2288.68 4.69 •5 2293.37 4.69 .6 2298.06 4.69 .7 2302.75 4.69 .8 2307.44 4.69 .9 2312.13 C- 11075 -19 C C C� SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet 4.70 - -- 456.0 2316.83 4.73 .1 2321.56 4.74 .2 2326.30 4.74 .3 2331.04 4.74 .4 2335.78 4.74 .5 2340.52 4.74 .6 2345.26 4.74 .7 2350.00 4.74 .8 2354.74 4.74 .9 2359.48 4.74 457.0 2364.22 4.78 .1 2369.00 4.78 .2 2373.78 4.78 .3 2378.56 4.78 .4 2383.34 4.79 .5 2388.13 4.79 .6 2392.92 4.79 •7 2397.71 4.79 .8 2402.50 4.79 .9 2407.29 4.79 - 458.0 2412.08 4.83 .1 .2416.91 4.83 .2 2421.74 "IIGV Elevation Difference Capacity Feet Acre -Feet Acre -Feet - 4.83 - -- .3 2426.57 4.83 •4 2431.40 4.83 .5 2436.23 4.83 .6 2441.06 4.84 •7 2445.90 4.84 .8 2450.74 4.84 .9 2455.55 4.84 459.0 2460.42 4.88 .1 2465.30 4.88 .2 2470.15 4.88 .3 2475.06 4.88 .4 2479.94 4.88 .5 2484.82 4.88 .6 2489.70 4.88 •7 2494.58 4.88 .8 2499.46 4.89 .9 2504.35 4.89 460.0 2509.24 4.93 .1 2514.17 4.93 .2 2519.10 4.93 - .3 2524.03 4.93 .4 2528 .91 C- 11075 -20 �- Sheet 21 of 23 SAN JOAO.UIN RESERVOIR Capacity Table in Acre -Feet l Elevation Difference Capacity Elevation Differnce Capacity Feet Acre -Feet Acre -Feet Feet Acre -Feet Acre -Feet --3 - -- 2533..87 - 5.03 - - - - -- 4.93 '$ 2646.54 .6 -253$.$2 5.03 " 4.93 .9 2653.57 •7 2543.75 5,03.. 4.93 463.0 2658.60 .8 2548•68 5.07• 4.93 ,1 2663.67 .9 2553.61 - 5.07 4.93 .2 266$.74 461.0 255$.54 5.07 4.97 •3 2673.$1 .1 2563.51 5.07 4.98 .4 2678.88 .2 2568.49 5.08 4.98 .5 2683.96 .3 2573.47 5.o$ 4.98 .6 2669.04 .4 257$.45 5.0$ 4.96 .7 2694.12 .5 25$3 ..43 5.08 4.98 '6 2699.20 .6 2586.41 5.08 4.98 .9 2704.28 •7 2593.39 5.08 4.98 464.0 2709.36 •$ 2598.37 5.12 4.98 .1 2714.48 .9 2603.35 5.12 4.98 .2 2719.60 462.0 2608.33 .5.12 5.02 .3 2724.72 .i 2613.35 5.12 5.02 .4 2729.84 .z 2618.37 5.12 5.02 .5 2734.96 .3 2623.39 5.13 5.03 .6 2740.09 .4 2628.42 5.13 5.03 '7 2745.22 .5 2633.45 5.13 5.03 .8 2750.35 .6 2636.4$ 5.13 .7 5.03 2643.51 .9 5.13 2755.4$ l C- 11075 -21 c C4 (: oneet �z oz 23 SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet Acre -Feet 465.0 Acre -Feet 2760.61 5.17 .1 2765.78 5.17 .2 2770.95; 5.17 •3 2776.12 5.17 .4 2781.29 5.17 . .5 2786.46 5.17 .6 2791.63 5.17 .7 2796.80 5.18 .8 28o1.98 5.18 .9 2807.16 5.18 466.0 2812.34 5.22 .1 2817.56 5.22 .2 2822.78 5.22 .3 2828.00 5.22 •4 2833.22 5.22 .5 2838-44 5.22 .6 2843.66 5.23 .7 2848.89 5.23 .8 2854.12 5.23 .9 2859-35 5.23 467.0 2864.58 5.27 .1 2869.85 5.27 .2 2875.12 Elevation Difference Capacity Feet Acre -Feet Acre -Feet - 5.27 .3 2880.39 5.27 .4 2885.66 5.27 .5 2890.93 5.27 .6 2896.20 5.27 . •7 2901.47 5.27 .8 2906.74 5.28 .9 2912.02 5.28 468.0 2917.30 5.32 .1 2922.62 5.32 .2 2927.94 5.32 .3 2933.26 5.32 .4 2938.50 5.32 .5 2943.90 5.32 .6 2949.22 5.32 •7 2954.54 5.32 .8 2959.86 5.32 •9 2965.18 5.33 469.0 2970.51 5.37 .1 2975.88 5.37 .2 2981.25 5.37 .3 2986.62 5.37 .4 2991.99 C- 11075 -22 C c c_ rL SAN JOAQUIN RESERVOIR Capacity Table in Acre -Feet Elevation Difference Capacity Feet Acre -Feet _Acre-Feet 5.37- .5 2997.36 5.37 .6 3002.73 5.37 .7 3oo8.10 5.37 .8 3013.47 5.37 .9 3018.84 5.37 470.0 3024.21 5.40 .1 3029.61 5.40 .2 3035.01 5.41 .3 3040.42 5 .41 .4 3045.83 5.41 .5 3051.24 Sheet 23 of 23 Elevation Difference Capacity :Feet Acre -Feet Acre -Feet a- 11075 -23 m N E F N Ln cr N1d30 �} o 0 ? N co w V' N pp z /1 W 4 N W a W a W OC ''^ z - _z a c W¢ d 0 Q W V t Z 7 c N F S W F N Ln cr N1d30 �} o 0 ? N co w V' N pp z %n 0 0 0 0 0 m w V N O V V V V 7 133! N� NO�lv,1313 N M /1 W 4 �ZoF Wo ha0 r N 0 O N I9GL � a S W O G p z O O N � h � W 0 4 I f y D 3 a U v Q W D: � \ \ Q � W Q In 0 � N tl c W J = w 'b W u $ Y a � J ix- %n 0 0 0 0 0 m w V N O V V V V 7 133! N� NO�lv,1313 N M /1 W 4 �ZoF Wo ha0 r N 0 O N I9GL � U Y S W O /lost p z O O N � �ZZ � W N W I f y D a N )- 4 F tAJ Lz9i Q c a O a d — = 1 9Zf' w Y � r G U O Q �z/ 1 N U d W I/6 0 0 m 97L its 0 ° 96£ /6Z 96/ 0 0 0 m rn in In IRWD Debt Service on San Joaquin Reservoir Exhibit "C" Dec. 1 June 1 Totals 80 -81 $ 257,703.64 $ 73,534.96 $ 331,238.60 81 -82 $ 360,045.64 $ 68,070.46 $ 428,116.10 82 -83 $ 354,451.33 $ 63,040.42 $ 417,491.75 83 -84 $ 379,235.59 $ 57,169.01 $ 436,404.60 84 -85 $ 373,625.51 $ 50,949.14 $ 424,574.65 85 -86 $ 382,624.41 $ 44,888.89 $ 427,513.30 86 -87 $ 391.517.06 $ 38,249.20 $ 429,766.26 87 -88 $ 414,903.02 $ 31,229.26 $ 446,132.28 88 -89 $ 422,886.86 $ 23,667.38 $ 446,554.24 89 -90 $ 430,304.18 $ 16,069.22 $ 446,373.40 90 -91 $ 422,635.55 $ 8,185.61 $ 430,821.16 91 -92 $ 430,037.52 $ -0- $ 430,037.52 Totals $4,619,970.31 $475,053.55 $5,095,023.86 Exhibit "C" JAMES M. MONTGOMERY, CONSULTING ENGINEERS, INC. 17802 Sky Park Circle. Suite 201, Irvine, California 92714/ (714) 979 -8733 April 29, 1990 Metropolitan Water District of Southern California P.O. Box 54153 1111 Sunset Boulevard Los Angeles, California 90054 Attention: Mr. Evan L. Griffith General Manager Subject: Limiting Drawdown Program for San Joaquin Reservoir Gentlemen: James M. Montgomery, Consulting Engineers, Inc. OMM) is pleased to present herein the recommended limiting drawdown program for San Joaquin Reservoir resulting from the operational studies of JMM and the geotechnical engineering investigations of Wahler Associates. This work is pursuant to JMM's agreement of December 20, 1979, with Metropolitan Water. District. It is believed to be responsive to the consensus reached at the meeting of legal, engineering, and managerial representatives of San Joaquin Reservoir participating agencies at Irvine Ranch Water District on-April 11, 1980. Experience has shown that the lining of San Joaquin Reservoir may be vulnerable to failure in certain areas and under certain conditions in which excessive drawdown of the reservoir water level permits excessive differential hydro- static pressure from behind the lining to develop. In order to permit the water level to fluctuate in a manner that would appear most advantageous to the participating agencies in terms of available outflows, there would have to be costly reconstruction of the reservoir lining, including the underdrainage system. Even with a somewhat less flexible drawdown capability, Wahler Associ- ate's estimates of necessary modifications indicated very "substantial costs. The consensus of the meeting of the representatives of the participating agencies was that it was not presently warranted to proceed with with such a costly undertaking, but was preferable to base future operations upon a limiting drawdown program which might preclude the necessity of such capital p !? ^.! investments. 9 + ✓t);;��„ "I r 6Z P 1 N 3 ... Q._ -: P C B .. E N R o y %1 - N- 4 - _ a i 1. E E 4.. a JABM AC }90NTGON= CONSULTING ENGII4EEEAS ING 17802 Sky Park Circle. Suite 201. Irvine. Cae(ornsa 927071 (714) 979 -8733 Mr. Evan L. Griffith -3- April 29, 1980 Metropolitan Water District of Southern California WATER LEVEL DECLINE LIMITATIONS The recommended maximum drawdown rates for the no- remedial work, minimal risk alternative are shown in Table 1. 1, TABLE 1 MAXIMUM RESERVOIR DRAWDOWN.RATES W.S. Elevation Maximum Drawdown in Peet During Minimum Holding Period From To Any Day Any Week . Any Month Days at MSL Elevation 470.5 438.0 3 10 30 10 at E1. 438.0 (Phase 1) 438.0 418.0 3 6 17 5 at El. 418.0 (Phase 2) 418.0 404.0 3 6 17 10 at El. 404.0 (Phase 3) 404.0 Empty 3 6 17 -- (Phase 4) Figures 1,2,3 and 4 presernt graphically the detailed allowable drawdown rates for Phases 1,2,3 and 4 respectively. Figures 5 -1 presents the overall limiting drawdown program, comprising Phases 1 through 4. For practical purposes, a starting point for the reservoir drawdown has been assumed at water surface elevation 468, Mean Sea Level, which is 2.5 feet below spill way crest_ elevation of 470.5 ft., MSL. Figure 5 -2, 5 -3, and 5 -4 show beginning water surface elevations at MSL 458, 448 and 438 feet, respectively. JAMES M. MONTGOMERY CONSULTING ENGIN17 ate. INC. W 17802 Sky Par* Circe a. Sane 201. Irvine. Cali forni a 9270711.1141 979 6797 Mr. Evan L. Griffith -2- April 29, 1980 Metropolitan Water District of Southern California LIMITING DRAWDOWN PROGRAM The limiting drawdown program is described by Wahler Associates in its April 15, 1980 letter to JMM as a "not-remedial work, minimal risk alternative" which can be used by reservoir operation personnel during normal operations or during constant drawdown, subject to definite monitoring, inspection and evaluation procedures during and after each incremental drawdown. Wahler Associates add that other precuationary operating measures will be defined in their draft report. Wahler Associates, also, caution that the limiting draw- down program is considered the extreme case for minimal risk of future failures; that any greater rates will increase the potential for lining failures; and that the limiting drawdown program is subject to change based on observations and reservoir performance. Also, the limiting drawdown program is tentative and subject to revision prior to completion of the JMM Operational Report and the Wahler Report. PRECAUTIONS Wahler Associates have stressed that certain fluctuating groundwater conditions behind the lining in certain areas could become critical to the integrity of the reservoir lining under a too -rapid drawdown at some of the lower reservoir water surface elevations. Therefore, it was important for this reason, as well as from the standpoint of reversal of outflow through the lining, that the drawdown rates be strictly observed, including the necessary holding periods following specified maximum drawdown rates. Figures 5 -1 through Figures 5 -4 show Phase 1, limiting drawdown program, commencing at varying water surface elevations, ranging from elevation 468 feet to elevation 438 feet, the lower limiting elevation of Phase 1 It can be observed from these ranges or beginnings of water surface drawdowns, that Phase 2 drawdown program may not commence until a minimum holding period of 10 days has transpired. 0 4 JAMFS M. MONTGOMERX CONSULTING ENGINEIIM INC. 17802 Sky Park Ci,Cle. S.Ite 2201. tr.me. Cantomia 92707i (714) 979 -3737 Mr. Evan L. Griffith -4- April 29, 1980 Metropolitan Water District of Southern California Wahler Associates based their appraisals upon a thorough review of reservoir design and construction information as well as an analysis of historic operating experiences, including notable drawdowns. Table 2 shows these historical drawdown data. TABLE 2 7 — SAN JOAQUIN RESERVOIR HISTORICAL DRAWDOWN DATA Pool Elevs. Drawdown Duration Rate Nature of Lining No. Period Start /Stop Feet Days -- Ft /Day Drawdown Failures 1. 1/05/67 466 34 18 1.89 Operational Yes 1/23/67 432 2. 1/26/67- 435 19 80 0.24 Operational No 4/15/67 416 3. 10/3/67- 416 22 42 0.52 Operational No 11/15/67 394 4. 06/01/68- 459 71 201 0.35 Operational No 12/18/68 388 S. 09/03/72- 464 89 106 0.84 Operational Yes 12/18/72 375 6. 9/07/75- 468 30 166 0.18 Operational No 2/20/76 438 7. 5/12/76- 438 20 71 0.28 Operational No 7/22/76 418 8. 09/21/77- 468 30 23 1.30 Operational No 10/14/77 438 r =` 9. 10/27/77- 438 62 151 0.41 Test No 03/21/78 376 JAJAM X 2lONTGOMERY .Qa INC 17802 Sky Palk C Smte 201. Irvine. Cablomia 927071 (7 111 319-8)77 Mr. Evan L. Griffith -5- April 29, 1980 Metropolitan Water District of Southern California Wahler Associates have also stressed that the reservoir lining subdrains must be able to operate reliably and without restriction at all times; otherwise, the risk of lining failure increases rapidly. INSTRUMENTATION Instrumentation has already been provided for the separate measuring of sub - drainage flow from the eastern subdrains and western subdrains. Also, piezometers are provided within the sand blanket at certain locations, but these are not entirely accurate nor are they as extensive as might be desired. Provisions should be made in the trust agreement to permit future improvement of the instrumentation system when appropriate.' DISCHARGE CAPABILITY OF THE RESERVOIR The maximum design discharge of the reservoir outlet facility is 160 cfs. This design discharge capability is based on hydraulic parameters, which are subject to variation under actual operating conditions. MWD attempts to maintain a consistent hydraulic gradient on water surface elevation and the downstream hydraulic head. It is possible with valving to control the discharge to less than its maximum for a given water surface and downstream hydraulic head:. It can be observed from Table 3, Limiting Drawdown Program, that net drawdown of 3 ft /day in the upper water surface elevations of the reservoir, Phase 1, a net average withdrawal of 137 AF (68.5 CFS) when coupled with the design maximum inlet - outlet flows from the EOCF #2 pipeline (92.5 CFS) closely approximates the outlet work facility maximum discharge capability of 160 CFS. REPLENISHMENT CAPABILITY OF THE RESERVOVR The maximum reservoir drawdown rates as shown in Table 1 are withdrawal demands made upon the reservoir which exceed the capability of the reservoir inlet system to replenish withdrawn water on a daily basis resulting in an accumulative decrease in reservoir storage. These conditions may result from normal demands with limited � 121a June 10, 1980 JAMES M. MONTGOMERY, CONSULTING ENGINEERS, INC. 17802 Sky Park Circle, Suite 201, Irvine, California 92714/ (714) 979 -8733 Rutan & Tucker, Esq. Attorney at Law P.O. Box 1976 Santa Ana, California 92702 Attention: Mr. Arthur Kidman, Esq., Counsel for Mesa Consolidated Water District Subject: San Joaquin Reservoir Limiting Drawdown Program Gentlemen: Pursuant to the request of the Metropolitan Water District of Southern California, we are transmitting herewith, the following supplemental data to James M. Montgomery, Consulting Engineers' report of April 29, 1980, entitled "Limiting Drawdown Program for San Joaquin Reservoir ": 1). San Joaquin Reservoir Depth -Area- Capacity Curve. 2). San Joaquin Reservoir Capacity Tables in Acre -Feet. The aforementioned Depth- Area - Capacity Curve and the Capacity Table reflect available reservoir storage at all water surface elevations from spillway (Elevation 470.5 feet) to empty (Elevation 370.0 feet). If there are any questions or comments please call at your convenience. Very truly yours, �,. v.�. to DuWayne R. Lidke /vM P L A N N I N G ... R E S E A R C H ... E N V I R 0 N M E N T A L E N G I N E E R I N G • 6/30/80 COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT THIS AGREEMENT is made and entered into effective the 30th day of June, 1980, by and between: IRVINE RANCH WATER DISTRICT, ( "IRWD" herein) organized and existing pursuant to the California Water District Law (Water Code § §34000 et sec.); COASTAL MUNICIPAL WATER DISTRICT ( "COASTAL" herein) organized and exist- ing pursuant to the Municipal Water District Act of 1911 (Water Code § 971000 et sec.), MUNICIPAL WATER DISTRICT OF ORANGE COUNTY, ( "MWDOC" herein), formerly the Orange County Municipal Water District organized and existing pursuant to the Municipal Water District Act of 1911 • (Water Code § 971000 et seg.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, ( "METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act ( Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH (- HUNTINGTON BEACH" herein) a municipal corporation of the State of California; CITY OF NEWPORT BEACH ( "NEWPORT" herein) a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ( "MESA" herein) formerly the COSTA MESA COUNTY WATER DISTRICT, organized and existing pursuant to the provisions of the Costa Mesa Merger Law (Water Code § §33200 et seg. and the County Water District Law (Water Code § §30000 et seg.); • n LJ • • 6j30/80 LAGUNA BEACH COUNTY WATER DISTRICT, ( "LAGUNA" herein), organized and exist- ing pursuant to the County Water Dis- trict Law of the State of California (Water Code § §30000 et SOUTH COAST COUNTY WATER DISTRICT, ( "SOUTH COAST" herein), organized and existing pursuant to the County Water District Law of the State of California (Water Code § §30000 et se q.); THE IRVINE COMPANY, ( "TIC" herein), a Michigan corporation, a successor in interest to The Irvine Company of West Virginia; JAMES M. MONTGOMERY, CONSULTING ENGI- NEERS, INC., ( "MONTGOMERY" herein), a California corporation; and • W. A. WAHLER AND ASSOCIATES, ( "WAHLER" herein), a California corporation doing business in the State of California. L R E C I T A L S: A. IRWD has heretofore constructed the San Joaquin Reservoir and certain pipeline facilities and appurtenances connecting such facility to the facilities of METROPOLITAN. Said facilities of IRWD are hereinafter referred to collec- tively as "the Reservoir ", and located within the boundaries described in Exhibit "A" hereto, which is incorporated by this reference. Title to the Reservoir site was transferred from TIC to IRWD by a Deed recorded at Book 7545 and Pages -2- r 1 LJ 6/30/80 621 -624 of the official records of Orange County, reserving to TIC the perpetual right to use up to 100 acre feet of storage in the Reservoir. B. IRWD and some of the other parties hereto have previously entered into various agreements with respect to the Reservoir, which agreements are hereinafter referred to as the "Basic Reservoir Agreements" and which are more specifically described in Exhibit "B" hereto, which is incorporated by this reference. C. Various disputes between the parties hereto have arisen concerning their respective rights under the Basic Reservoir Agreements and the design, construction and • operation of the Reservoir. D. On or about April 8,, 1975, IRWD initiated cer- tain litigation entitled Irvine Ranch Water District vs. Metropolitan Water District of Southern California, et al., Orange County Superior Court No. 22 70 83, concerning the Reservoir and the Basic Reservoir Agreements, naming as defendants MESA, MWDOC, METROPOLITAN, COASTAL, LAGUNA, SOUTH COAST, and HUNTINGTON BEACH. TRI- CITIES MUNICIPAL WATER DISTRICT was also named a party defendant and TRI - CITIES filed a cross complaint in the action. The TRI - CITIES cross complaint was dismissed on April 15, 1976 and TRI - CITIES was dismissed from all complaints and cross • complaints on April 20, 1976. -3- C� • 6/30/80 • • E. Various cross complaints stemming from the above i litigation have been filed by and against some of the parties hereto, which cross complaints are more specifi- cally described in Exhibit "C" hereto, and by this reference incorporated herein. F. The parties hereto have caused engineering studies to be made as a foundation to negotiating a compromise and settlement of their respective claims and have negotiated such compromise and settlement and have agreed to mutually release each other from any and all of their respective rights, duties, claims and obligations arising from the foregoing facts. G. Pursuant to a separate agreement MESA is willing , to dismiss its cross complaint against MONTGOMERY and WAHLER. A G R E E M E N T S: In consideration of the promises and covenants herein- after set forth, the parties to this Agreement do hereby agree as follows: 1. PRIOR AND CONCURRENT AGREEMENTS. This Agreement supersedes and extinguishes the Memoran- dum of Settlement Principles dated October 1, 1979. The parties hereby mutually rescind and cancel the Basic Reser- -y- • 6/30/80 voir Agreements, referenced in Exhibit "B ". Simultaneously with execution of this Agreement, those of the parties who will become Owners of the Reservoir under the "San Joaquin Reservoir Trust Agreement" shall execute said Trust Agree- ment which shall provide for ownership and operation of the Reservoir in the future. 2. TRANSFER OF RESERVOIR OWNERSHIP. A. Ownership Interests. Simultaneously with the execution of this Agree- ment, IRWD will transfer undivided percentage ownership interests in the Reservoir to those parties hereto desiring • storage capacity (collectively "Owners" herein). A form of n U Deed to effect such transfer is attached hereto, marked Exhibit "D ", and by this reference incorporated herein. Upon delivery of such Deed, each Reservoir Owner shall execute the San Joaquin Reservoir Trust Agreement which, inter alia, shall provide for the transfer of the Reservoir title to METROPOLITAN in trust. The ownership interest and storage capacity of each agency shall be as listed in Table I, below: -5- 6/30/80 9M. • TABLE I Capacity Allocation Percentage Agency Name (Acre Feet) Ownership Irvine Ranch Water District 1,461 47.90% Mesa Consolidated Water District 583 19.118 Citv of Huntington Beach 400 13.11% Metropolitan 300 9.84% Laguna Beach . County Water District 156 5.128 The Irvine Company 64 2.10% South Coast • County Water District 50 1.648 City of Newport Beach 36 1.18% TOTAL 3,050 100.00% 9M. • . 6 /30/80 • B. Initial Purchase Payment. Simultaneously with execution of this agreement, with the exception of METROPOLITAN, TIC, and NEWPORT, i Reservoir Owners will make a purchase payment or receive refunds for Reservoir ownership as shown in Table II below. The purchase payments and refunds are based upon a calcula- tion of each agency's share of IRWD's Reservoir Capital and other expenditures since the inception of the Reservoir to June 30, 1980. • -7- TABLE II Capacity Purchase Subject Buy -in Payment or Name of Agency to Buy -in Percentage (Refund) • Irvine Ranch Water District 1,461 55.13% ($630,017.01) Mesa Consolidated Water District 583 22.00% $661,280.84 Huntington Beach 400 15.09% $185,332.77 Metropolitan Water District -- -- $ 0 Laguna Beach County Water District 156 5.898 ($143,891.12) The Irvine Company -- -- $ 0 South Coast County Water District 50 1.89% ($72,705.48) Newport Beach -- -- $ 0 TOTAL 2,650 100.08 $ 0 • -7- • 9 0 6/30/80 METROPOLITAN's ownership interest in the Reservoir will be obtained without cash contribution in consideration of the following: (i) Settlement of the litigation. (ii) METROPOLITAN's past expenses in operating the Reservoir. (iii) METROPOLITAN's commitment to operate and maintain the Reservoir for the benefit of participants in the Reservoir. (iv) A new ownership and operating agreement. The capacity of TIC and its assignee, NEWPORT BEACH, was • fully paid for in kind at the time of Reservoir construction • and, therefore, is not subject to purchase payment. C. Repurchase of Reservoir Fill -Water METROPOLITAN shall repurchase from MWDOC and COASTAL and they shall repurchase from Owners the water purchased by the Owners to initially fill the Reservoir. The price of such repurchase is equal to the original purchase price. The Owners of water in the Reservoir, the amount owned and the repurchase prices are tabulated below: NO • 6/30/80 Water Purchased (acre feet) Price Through MWDOC: IRWD 1,400 $46,200 MESA 600 19,800 HUNTINGTON BEACH 400 13,200 Total 2,400 $79,200 Through COASTAL: LAGUNA 100 $ 3,300 TIC 96 3,168 SOUTH COAST 50 1,650 • IRWD (from TCMWD) 50 1,650 NEWPORT 4 132 Total 300 9,900 GRAND TOTAL 2,700 $89,100 METROPOLITAN shall, by means of credits in the next water bills presented to MWDOC and COASTAL after the effec- tive date of this agreement, pay the purchase price set forth above. MWDOC and COASTAL shall, in the next water bill presented to the agencies listed above following receipt of such METROPOLITAN water bill, pass through such • credits to the agencies listed above. • . 6/30/80 D. Future Debt Service Payments to IRWD. In accordance with the San Joaquin Reservoir Trust Agreement, with the exception of TIC, Reservoir Owners, including METROPOLITAN, shall pay a proportionate share of future debt service on the bonds previously issued by IRWD to build the Reservoir. E. Allocation of Engineering Costs. METROPOLITAN has entered into agreements with MONTGOMERY and WAHLER for the performance of engineering services designed to assess the condition and operating capability of the Reservoir. METROPOLITAN shall charge the Owners for, and the Owners shall pay, their share of the • total billings paid by METROPOLITAN to MONTGOMERY and WAHLER as a Reservoir Operation and Maintenance expense as provided in Section 6 of the San Joaquin Reservoir Trust Agreement. 3. DISMISSAL OF ACTIONS. All rights and obligations of the parties to this Agreement are subject to the dismissal of the following action and cross actions. IRWD will dismiss with prejudice the complaint in Irvine Ranch Water District v. Metropolitan Water District of Southern California, etc., et al., Orange County Superior Court Case No. 22 70 83, as to all defen- dants. Each of the cross complainants listed in Exhibit "C" shall concurrently dismiss with prejudice any and all . cross complaints filed in the same action with respect to -10- • 6/30/80 all cross defendants. Each of the parties shall bear their own costs in said actions. Forms of Dismissals are attached hereto, marked Exhibits E -1 through E -6, and by this reference incorporated herein. 4. MUTUAL RELEASE. The parties hereto agree to release and forever dis- charge each other, their officers, servants, agents, employ- ees, predecessors, successors and assigns from any and all liability, manner of actions, causes of action, suits, claims and demands of any nature whatsoever, in law or in equity, which they ever had, now have, or which they or • their successors might hereafter have, accruing on or before the date of this Agreement, in any way related to the above- described litigation or to the facts set forth in the reci- tals above. . The parties hereto understand that Section 1542 of the Civil Code of the State of California is as follows: Section 1542 [certain claims not affected by a general release.] A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The parties hereto hereby specifically waive the provisions of Civil Code Section 1542. • -11- • • • 5/30/80 5. CLOSING PROCEDURE. The attorneys for each party shall meet in the offices of Rutan & Tucker, 401 Civic Center Drive, Santa Ana, and there to simultaneously deliver all documents and money needed and to formally close this transaction. Prior to the closing date, the parties hereto shall have deposited with their respective attorneys fully executed documents and moneys as specified below. a. A certified resolution in substantially the form attached hereto, marked Exhibit "F ", and by this reference incorporated herein, • authorizing execution of documents, and payment of moneys as specified herein; b. This Agreement; C. A Deed from IRWD to the Reservoir Owners transfering undivided percentage ownership interest in the Reservoir as specified herein (see Exhibit "D "); and deed accep- tances from each Owner of the property rights transfered by the IRWD deed; d. Deeds from each Owner to METROPOLITAN, in trust; 1 •-12- 6/30/80 e. The San Joaquin Reservoir Trust Agreement as provided herein, including METROPOLITAN's acceptance of the Reservoir title in trust; f. Checks or drafts for the purchase payments or refunds; and g. Executed dismissal documents (see Exhibits E -1 through E -6). Upon delivery of all documents executed to the satis- faction of the attorneys for each of the parties, the deeds referred to in subparagraphs c and d above shall be re- corded, the dismissals shall be filed, and the moneys pro- vided for herein shall be exchanged. • This Agreement may be executed in counterpart and the executed signature pages shall be attached to a single copy of this Agreement at the time of closing. The original shall be held by METROPOLITAN and copies provided to each • party. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals by their respective corporate officers thereunto, duly authorized as of the day and year first above written. I -13- • 11 11 6/30/80 • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: IRVINE RANCH WATER DISTRICT ALEXANDER BOWIE, a Law Corporation 0 By: Attest: General Counsel -14- r 1 U • 6/30/80 0 • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: MESA CONSOLIDATED WATER DISTRICT RUTAN & TUCKER m BY: General Counsel Attest: -15- 6/30/80 n U • • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: COASTAL MUNICIPAL WATER DISTRICT RIMEL & HELSING By: General Counsel • • -16- Lm ATTEST: • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: RUSSELL G. BEHRENS, a Professional Corporation By: General Counsel • • -17- 6/30/80 MUNICIPAL WATER DISTRICT OF ORANGE COUNTY ' ATTEST: • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: ROBERT P. WILL, General Counsel By: r 1 LJ • cim 6/30/80 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager Attest: Executive Secretary 6/30/80 • F- IL • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: CITY OF HUNTINGTON BEACH GAIL HUTTON, City Attorney By: 1] • -19- im ATTEST: 6/30/80 0 0 COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: CITY OF NEWPORT BEACH HUGH R. COFFIN, City Attorney By: I U • -20- 0 ATTEST: • • 0 COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: RIMEL AND HELSING By: General Counsel • U -21- 6/30/80 LAGUNA BEACH COUNTY WATER DISTRICT 0 ATTEST: 6/30/80 a • • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: _SOUTH COAST COUNTY WATER DISTRICT ROURKE & WOODRUFF By: General Counsel u 11 -22- m ATTEST: a 0 COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: THE IRVINE COMPANY DAVID L. KERRIGAN General Counsel By: • w -23- 0 ATTEST: 6/30/8 0 6/30/80 • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: JAMES M. MONTGOMERY CONSULTING WILSON, ELSER, EDELMAN & DICKER . ENGINEERS, INC. By: • • r -24- 0 m 6/30/80 • • COMPROMISE SETTLEMENT AND MUTUAL RELEASE AGREEMENT Effective June 30, 1980 Pertaining to the San Joaquin Reservoir APPROVED AS TO FORM: W. A. WAHLER AND ASSOCIATES SEVERSON, WERSON & BERKE By: • r 1 U -25- im 0 i • • EXHIBIT "A" Parcel 1 Those portions of Blocks 97 and 98 of the Irvine's Subdivi- sion, in the County of Orange, State of California, as per Map recorded in Book 1, Page 88 of Miscellaneous Record Maps, in the Office of the County Recorder of said County, described as follows: Beginning at a brass disc set in concrete, set by the Orange County Surveyor, to mark the quarter corner on the southwesterly line of Block 91 of said Irvine's Subdivision; thence South 50 000100" East 2640 feet to a brass disc set in concrete, set by said surveyor, to mark the most easterly corner of Block 92 of said Irvine's Subdivision and comon corner of Blocks 91, 97 and 98 of said Irvine's Subdivision; thence South 3 023'13" East 1553.05 feet to a brass disc set in concrete, set by the United States Coast and Geodetic Survey, and designated as "Browning "; thence South 55 °45'30" East 294.18 feet to the "TRUE POINT OF BEGINNING "; thence South 40 146'20" East 197.60 feet; thence North 0 034134" East 461.17 feet; thence South 89 °24'59" West 194.00 feet; to a point on the Southerly prolongation of the Easterly line of Lot 8 of Tract No. 9858 as per map recorded in Book 436 pages 1 to 7 inclusive of Miscellaneous Maps, in the office EXHIBIT "A" -1- of said County Recorder; thence along said prolongation and • said easterly line North 0 134'44" West 175.56 feet; thence North 57 006103" Ea -.t 45.91 feet; thence North 10 155'33" East 115.32 feet; thence North 28 °46'32" East 157.16 feet; thence North 63 028144" East 41.15 feet; thence North 21 108'06" West 119.62 feet; thence North 0 034'44" West 70.f.0 feet; thence North 58 039150" West 76.64 feet; thence North 46 119'48" East 488.92 feet; thence North 53 °36116" East 74.00 feet; thence North 28 014'31" East 140.12 feet; thence North 82° 08'29" East 23.00 feet; thence South 9 °41113" East 175.77 feet; thence North 80 018'47" East 120.00 feet; thence North 9 041113" West 171.94 feet; thence North 82 108'29" East 197.66 feet; thence South 7 °51131" East 85.38 feet to the beginning of a curve concave northeasterly having a radius of 100 feet; thence Southerly, Southeasterly and Easterly 141.87 feet along said curve through an angle of 81 °17'01 "; thence South 89 °08'32" East 289.10 feet; thence South 8 000136" East 820.76 feet; thence South 33 °09' 09" East 1465.88 feet; thence South 13 025'14" East 680.00 feet; thence South 69 °08'20" West 270.27 feet; thence South 85 °37108" West 222.77 feet; thence North 24 113'10" West 437.65 feet; thence South 76 134'46" West 40.00 feet; thence South. 45 042'22" West 309.17 feet; thence South 11 038125" West 1024.86 feet; thence South 75 055'07" West 289.80 feet; to an angle on the easterly boundary of Tract No. 9859 as per Map recorded in Book 435, Pages 1, 2 • EXHIBIT "A" -1- 0 E and 3 of Miscellaneous Maps; thence along said Easterly boundary and the Easterly boundary of Tract No. 9588 as per Map recorded in Book 400, Pages 25 to 28 inclusive of said Miscellaneous Maps the following courses: North 22 °17'13" West 1261.95 feet; North 12 029151' West 448.09 feet; North 22 °52139" West 454.58 feet; North 51 °20'49" West 77.21 feet; and North 15 °52'51" West 276.97 feet to the TRUE POINT OF BEGINNING. PARCEL 2 • non - exclusive easement for ingress and egress over lots • and B and portion of Lot 8 of Tract No. 9858, in the County of Orange, State of California, as per map recorded in Book 436 pages 1 to 7 of Miscellaneous Maps, in the office of the County Recorder of said county, as shown on the grant of easement recorded at Book 12848 page 1899 of the official records of the County of Orange, California. PARCEL 3 • A non - exclusive, relocatable easement for ingress and egress purposes in connection with the construction, maintenance and operation of'a reservoir known as the San Joaquin Reservoir and other works connected therewith or incidental to Grantee's operations, including the right to grade, construct, reconstruct, maintain, inspect, improve, repair and replace a roadway over real property, as shown on the grant of easement recorded in Book 13640, Pages 833 through 840 of the Official Records of the County of Orange, Cali- fornia. • -2- EXHIBIT "A" 0 Document No. 0 0 BASIC RESERVOIR AGREEMENTS Document 1. Agreement for Construction, Maintenance and Operation of Reservoir dated April 4, 1962, between Metropolitan Water District of Southern California ( "MET "), Orange County Municipal Water District ( "OCMWD "), and Coastal Municipal Water District ( "CMWD ") (known as the "Reservoir Agreement "). 2. Agreement dated April 4, 1962, between OCMWD, CMWD and Irvine Ranch Water District ( "IRWD ") (known as the "Supplemental Reser- voir Agreement "). 3. Agreement dated August 15, 1962, between IRWD and The Irvine Company ( "TIC "). 4. Reservoir Lease Agreement dated October 19, • 1962, between IRWD and Costa Mesa. 5. Addendum Agreement dated October 19, 1962, between Costa Mesa, IRWD, OCMWD and CMWD. 6. Reservoir Lease Agreement dated August 7, 1963, between Huntington Beach, IRWD, OCMWD, and CMWD. 7. Addendum Agreement dated August 7, 1963, between Huntington Beach, IRWD, OCMWD, and CMWD. 8. Addendum Agreement dated September 30, 1963, between TIC, IRWD, OCMWD and CMWD. 9. Amendment to Supplemental Reservoir Agree- ment ( "Amendment Agreement ") dated November 22, 1963, between OCMWD, CMWD, IRWD, Costa Mesa and Huntington Beach. 10. Addendum Agreement dated February 6, 1964, between TIC, IRWD, OCMWD, CMWD, Costa Mesa and Huntington Beach. 11. Reservoir Capacity Assignment and Sublease • dated September 10, 1964, between CMWD, EXHIBIT "B" 0 0 0 Laguna Beach County Water District ( "LBCWD "), South Coast County Water District ( "SCCWD ") and Tri- Cities Municipal Water District ( "Tri- Cities "). 12. Resolution of IRWD dated October 7, 1964, consenting to Reservoir Capacity Assignment and Sublease dated September 10, 1964. 13. Reservoir Lease Agreement dated October 8, 1964, between IRWD and CMWD. 14. Addendum Agreement to Reservoir Lease Agreement dated October 8, 1964, between IRWD, OCMWD, CMWD, Costa Mesa and Huntington Beach. 15. Addendum Agreement dated April 5, 1965, between City of Newport Beach, The Irvine Company, IRWD, OCMWD, CMWD, Costa Mesa and Huntington Beach. 16. Amendment to the Supplemental Reservoir • Agreement between OCMWD, CMWD and IRWD dated June 8, 1966. • 17. First Amendment to Agreement for Construc- tion, Maintenance and Operat;on of a Reser- voir near the East Orange County Feeder No. 2 of the Metropolitan Water District of Southern California between MET, OCMWD and CMWD dated June 29, 1966. -2- EXHIBIT "B" 0 r] CROSS COMPLAINTS 0 filed in Orange County Case No. 22- 70 -83, Irvine Ranch Water District v. Metropolitan Water District of Southern California, et al. Cross Complaint MUNICIPAL WATER DISTRICT OF ORANGE COUNTY vs. (8 -1 -75) IRVINE RANCH WATER DISTRICT Cross Complaint COSTA MESA COUNTY WATER DISTRICT vs. (8 -8 -75) IRVINE RANCH WATER DISTRICT METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA JAMES M. MONTGOMERY CONSULTING ENGINEERS, INC. SOIL ENGINEERS, INC. SOIL MECHANICS AND FOUNDATION ENGINEERS, INC. W. A. WAHLER AND ASSOCIATES DOES ONE THROUGH FIVE d /b /a W. A. WAHLER AND • ASSOCIATES Cross Complaint -wiMES M. MONGTOMERY CONSULTING ENGINEERS, (2- 10 -76) INC. vs. METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA Cross Complaint THE METROPOLITAN WATER DISTRICT OF (1 -4 -79) SOUTHERN CALIFORNIA vs. IRVINE RANCH WATER DISTRICT MUNICIPAL WATER DISTRICT OF ORANGE COUNTY COASTAL MUNICIPAL WATER DISTRICT JAMES M MONTGOMERY CONSULTING ENGINEERS, INC. SOIL MECHANICS AND FOUNDATION ENGINEERS, INC. W. A. WAHLER AND ASSOCIATES Cross Complaint COASTAL MUNICIPAL WATER DISTRICT vs. (6- 25 -79) IRVINE RANCH WATER DISTRICT MUNICIPAL WATER DISTRICT OF ORANGE COUNTY Amendment to COASTAL MUNICIPAL WATER DISTRICT vs. Cross Complaint • (7- 18 -79) IRVINE RANCH WATER DISTRICT METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA (MWDOC deleted as defendant) EXHIBIT "C" • • RECORDING REQUESIOD BY AND RETURN TO: IRVINE RANCH WATER DISTRICT P.O. Box DI Irvine, California 92716 DOCUMENTARY TRANSFER TAX (Exempt: Rev. & Tax. Code 511922) RECORDING FEES (Exempt: Govt. Code §27383) • IRVINE RANCH WATER DISTRICT, a California Water Dis- trict, hereby grants to each of the parties listed below the undivided interest shown opposite its name in the real prop- erty in the City of Irvine, County of Orange, which is de- scribed in Exhibit "A" attached hereto: Undivided Grantee Interest IRVINE RANCH WATER DISTRICT 47.90% MESA CONSOLIDATED WATER DISTRICT 19.11% M CITY OF HUNTINGTON BEACH 13.11% THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA 9.84% LAGUNA BEACH COUNTY WATER DISTRICT 5.12% THE IRVINE COMPANY 2.10% SOUTH COAST COUNTY WATER DISTRICT 1.64% CITY OF NEWPORT BEACH 1.18% DATED: IRVINE RANCH WATER DISTRICT Attest: • EXHIBIT D 0 Parcel 1 Those portions of Blocks 97 and 98 of the Irvine's Subdivi- sion, in the County of Orange, State of California, as per Map recorded in Book 1, Page 88 of Miscellaneous Record Maps, in the Office of the County Recorder of said County, described as follows: -2- Beginning at a brass disc set in concrete, set by the Orange County Surveyor, to mark the quarter corner on the southwesterly line of Block 91 of said Irvine's Subdivision; thence South 50 °00100" East 2640 feet to a brass disc set in concrete, set by said surveyor, to mark the most easterly corner of Block 92 of said Irvine's Subdivision and comon corner of Blocks 91, 97 and 98 of said Irvine's Subdivision; thence South 3 123'13" East 1553.05 feet to a brass disc set in concrete, set by the United States Coast and Geodetic Survey, and designated as "Browning "; thence South 55 045'30" East 294.18 feet to the "TRUE POINT OF BEGINNING "; thence South 40 146'20" East 197.60 feet; thence North 0 134'34" East 461.17 feet; thence South 89 024159" West 194.00 feet; to a point on the Southerly prolongation of the Easterly line of Lot 8 of Tract No. 9858 as per map recorded in Book 436 pages 1 to 7 inclusive of Miscellaneous Maps, in the office • of said County Recorder; thence along said prolongation and said easterly line North 0 034144" West 175.56 feet; thence North 57 006103" East 45.91 feet; thence North 10 055133" East 115.32 feet; thence North 28 046132" East 157.16 feet; thence North 63 128144" East 41.15 feet; thence North 21 008 06" West 119.62 feet; thence North 0 °34'44" West 70.00 feet; thence North 58 039150" West 76.64 feet; thence North 46 019'48" East 488.92 feet; thence North 53 036116" East 74.00 feet; thence North 28 °14'31" East 140.12 feet; thence North 82° 08'29" East 23.00 feet; thence South 9 041113" East 175.77 feet; thence North 80 018147" East 120.00 feet; thence North 9 041113" West 171.94 feet; thence North 82 °08'29" East 197.66 feet; thence South 7 °51131" East 85.38 feet to the beginning of a curve concave northeasterly having a radius of 100 feet; thence Southerly, Southeasterly and Easterly 141.87 feet along said curve through an angle of 81 °17'01 "; thence South 89 °08132" East 289.10 feet; thence South 8 100'36" East 820.76 feet; thence South 33 °09' 09" East 1465.88 feet; thence South 13 025114" East 680.00 feet; thence South 69 °08'20" West 270.27 feet; thence South 85 037'08" West 222.77 feet; thence North 24 °13'10" West 437.65 feet; thence South 76 034'46" West 40.00 feet; thence South 45 042'22" West 309.17 feet; thence South 11 °38'25" West 1024.86 feet; thence South 75 °55'07" West 289.80 feet; to an angle on the easterly boundary of • Tract No. 9859 as per Map recorded in Book 435, Pages 1, 2 -2- n u 9 0 and 3 of Miscellaneous Maps; thence along said Easterly boundary and the Easterly boundary of Tract No. 9588 as per Map recorded in Book 400, Pages 25 to 28 inclusive of said Miscellaneous Maps the following courses: North 22 017113" West 1261.95 feet; North 12 °29'51' West 448.09 feet; North 22 °52'39" West 454.58 feet; North 51 °20'49" West 77.21 feet; and North 15 052'51" West 276.97 feet to the TRUE POINT OF BEGINNING. PARCEL 2 • non - exclusive easement for ingress and egress over lots • and B and portion of Lot 8 of Tract No. 9858, in the County of Orange, State of California, as per map recorded in Book 436 pages 1 to 7 of Miscellaneous Maps, in the office of the County Recorder of said county, as shown on the grant of easement recorded at Book 12848 page 1899 of the official records of the County of Orange, California. PARCEL 3 • A non - exclusive, relocatable easement for ingress and egress purposes in connection with the construction, maintenance and operation of -a reservoir known as the San Joaquin Reservoir and other works connected therewith or incidental to Grantee's operations, including the right to grade, construct, reconstruct, maintain, inspect, improve, repair and replace a roadway over real property, as shown on the grant of easement recorded in Book 13640, Pages 833 through 840 of the Official Records of the County of Orange, Cali- fornia. n -3- 0 • • ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On 1980, before me, the under- signed, a Notary Public in and for said State, personally appeared and , (name) (name) known to me to be the _ and (office) respectively, of the IRVINE RANCH (office) WATER DISTRICT, the District that executed the within instrument, and known to me to be the persons who executed the within instrument, and on behalf of the District therein named, and acknowledged to me that such District executed the within instrument pursuant to authority of its Board of Directors. • WITNESS my hand and official seal. n U -4- Notary Public 0 ACCEPTANCE The undersigned, being IRVINE RANCH WATER DISTRICT, IRVINE RANCH WATER DISTRIC interest in real property the terms of said deed, and the same. DATED: LJ • the duly authorized agent of does hereby accept on behalf of T, the foregoing deed and the conveyed therein, subject to consents to the recordation of -5- 11 ACCEPTANCE The undersigned, being the duly authorized agent of MESA CONSOLIDATED WATER DISTRICT, does hereby accept on behalf of MESA CONSOLIDATED WATER DISTRICT, the foregoing deed and the interest in real property conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: • U -6- 9 0 ACCEPTANCE i The undersigned, being the duly authorized CITY OF HUNTINGTON BEACH, does hereby accept on CITY OF HUNTINGTON BEACH, the foregoing deed and est in real property conveyed therein, subject to of said deed, and consents to the recordation of DATED: • • -7- agent of behalf of the inter - the terms the same. E 0 ACCEPTANCE lJ The undersigned, being the duly authorized agent of THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, does hereby accept on behalf of THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, the foregoing deed and the interest in real property conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: • • Q� E 0 ACCEPTANCE 0 The undersigned, being the duly authorized agent of LAGUNA BEACH COUNTY WATER DISTRICT, does hereby accept on behalf of LAGUNA BEACH COUNTY WATER DISTRICT, the foregoing deed and the interest in real property conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: • • ERM E 0 ACCEPTANCE 0 The undersigned, being the duly authorized agent of SOUTH COAST COUNTY WATER DISTRICT, does hereby accept on behalf of SOUTH COAST COUNTY WATER DISTRICT, the foregoing deed and the interest in real property conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: • • -10- 0 0 0 ACCEPTANCE The undersigned, being the duly authorized agent of THE IRVINE COMPANY, does hereby accept on behalf of THE IRVINE COMPANY, the foregoing deed and the interest in real property conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: C, J -11- 0 0 F, -I L ACCEPTANCE The undersigned, being the duly authorized agent of CITY OF NEWPORT BEACH, does hereby accept on behalf of CITY OF NEWPORT BEACH, the foregoing deed and the interest in real property conveyed therein, subject to the terms of said deed, and consents to the recordation of the same. DATED: • • -12- EXHIBIT E -1 RUTAN & TUCKER 'H. RODGB.; is %+ +Ldd Telephone Noonomeyfs) HOMER L. McCORMICK ARTHUR G. KIDMAN ROBERT S. BOWER &-01 Civic Center Drive West Santa Ana, California 92702 (714) 835 -2200 COSTA MESA COUNTY WATER Attorney(s) for ... DISTRICT ................ •.......... Plaintiff($): Space *for Use of Caun Clerk only SUPERIOR ... , . COURT OF CALIFORNIA, COUNTY OF.... ORANGE (SUPERIOR, MUNICIPAL, or JUSTICE) 700 Civic Center Drive West, Santa Ana, California ................................... ............................... (Name of Municipal or Justice Court District or of branch court, it any) IRVINE RANCH WATER DISTRICT, CASE NUMBER 227083 a California Water District,` - METROPOLITAN WATER DISTRICT Defendant(s):OF SOUTHERN CALIFORNIA, etc et al. Title) REQUEST FOR DISMISSAL TYPE OF ACTION Personal Injury, Property Damage and Wrongful Death: O Motor Vehicle (Other Domestic Relations F1 Eminent Domain Other: (Specify) ... S.. ...ee .........elow ................... TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.) t. g With prejudice Without prejudice 2. ❑ Entire action [ Complaint only Petition only Cross - complaint only 11 Other: (Specify)' • Complaint for Injury to Real Property, Breach of Contract, Declaratory Relief, Inverse Condemnation Injury Resulting From Dangerous Condition After Knowledge Thereof,. Injury Resulting From Dangerous Condition Due to Act or Omission of an Employee, Negligent Misrepresentation, Trespass, Breach of Covenant. LEXADID R B E 0 • WI Dated 'If dismissal requested is of specified parties only, of specified causes of action only or of specified cross- complaints only, so state and identity the parties, Causes of action or. cross- complaints to be dismissed. AC By- Plaintiff, IRVINE RANCH — Attorney($) for ............... - .......... WATER DIS'PF22CT �� (Type or print attorney(s) name(s)) TO THE CLERK: Consent to the above dismissal is hereby given." Dated: ............................................... "When a cross- complaint (or Response (Marriage) seeking affirma- Attorney(s) for .............. ............................... live relief) is on file, the attorneys) for the cross - complainant - (respondent) must sign this consent when required by CCP 581(p, (2) or (5). (Type or print attorney(s) name(s)) (To be completed by clerk) ❑ Dismissal entered as requested on ............................................... ............................... ❑ Dismissal entered on ....... ............................... as to only .................. ............................... ❑ Dismissal not entered as requested for the following reason(s), and attorney(s) notified on .... ............................... Dated... ................. d Clerk Deputy _ Form Adopted by Rule 982 of CCP 581, etc.; c The Judicial Council of California REQUEST FOR DISMISSAL Cal. Rules of Court, Revised Effective July 1, 1972 Rule 1233 RUTA:`3 & TUCKER • H. RODGE.�m.I&WaJ%m Telephone No. of Anomay(s) HOMER L. McCORMICK ARTHUR G. KIDMAN •ROBERT S. BOWER 401 Civic Center Drive West Santa Ana, CA 92702 (714) 835 -2200 EXHIBIT E -2 Attorney!;) for PQ� mz IC9SA COUNTY WATER .................. • space 6eiow for Use of Court b:erx Only SUPERIOR , .. , . , . COURT OF CALIFORNIA, COUNTY OF... ORA QGE (SUPERIOR, MUNICIPAL, or JUSTICEI 700 Civic Center Drive West, Santa Ana, California ................................... ............................... (Name of Municipal or Justice Court District or of branch court, if any) Plartift(s): IRVINE R,�,NCH WATER DISTRICm f CASE NUMBER 227083 a California Water District, Defendant(s): v= .TROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, etc et al. REQUEST FOR DISMISSAL TYPE OF ACTION L-I, Personal Injury, Property Damage and Wrongful Death: ❑ Motor Vehicle ® Other F-11 Domestic Relations El Eminent Domain [-] Other: (specify) .....S.ee.. be.lour ................. TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.) 1. ?With prejudice [] Without prejudice 2. M. Entire action [] Complaint only ❑ Petition only E;< Cross- complaint only Z] Other: (Specify)- • Cross complaint for Indemnity filed by MUNICIPAL WATER DISTRICT OF ORANGE COUNTY. Se RUSSELL G. BEHRENS A Professional Corporation Dated: ............................................ . By 'If dismissal requested is of specified y, Cross - Complainant, : 1 1 AL q p parties only, specified Attom s) for.......... ......... causes of action only or of specified cross - complaints only , so WATEY DISTRICT OF ORANGE COUNNTY state and identify the parties, causes of action or cross - complaints to be dismissed. (Type or print attorney(s) namtl C TO THE CLERK: Consent to the above dismissal is hereby given." Dated "When a cross- comolaint (or Response (Marriage) seeking affirma- tive relief) is an file, the attorney(s) for the cross- complainant (respondent) must sign this consent when required by CCP 581(1), (2) or (5). Attorney(s) for .............. ............................... (Type or print attorney(s) narri (To be completed by clerk) • Dismissal entered as requested on ................. ............................... • Dismissal entered on ...... ............................... as to only .................. ............................... ❑ Dismissal not entered as requested for the following reason(s), and attorney(s) notified on .... ............................... Dated................ ............................... Clerk Deputy Form Adopted by Rule 982 of CCP 581, etc.; The Judicial Council at California REQUEST FOR DISMISSAL Ca:. Flutes of Cou. , -- Revised Ff•g ^•we Joly 1, 1972 Rr, :e 1233 • . EXHI °IT E -3 RUTAN & TUCKER H. RODGHR1. No. of Anomey(0 HOMER L. McCORMICK •ARTHUR G. KIDM -AN ROBERT S. BOWER 401 Civic Center Drive West Santa Ana, California 92702 (714) 835 -2200 COSTA MESA COUNTY WATER Attorney(s) for. DIST.RICT . ..... . Space aew+ for Uae of court clerk Only ... , 1 . SUPERIOR • , . COURT OF CALIFORNIA, COUNTY OF...... O��i9GE , , . , , (SUPERIOR, MUNICIPAL, or JUSTICE) 700 Civic Center Drive West, Santa Ana, California ............................. ............................... (Name of Municipal or Justice Court District or of branch court, it any) Ptaintlff(sl: IRVINE RANCH WATER DISTRICT, I CASE NUMBER 22702°, a California Water District, oetendant(s); METROPOLITAN WATER DISTRICT, OF SOUTHERN CALIFORNIA, etc. et al.. REQUEST FOR DISMISSAL TYPE OF ACTION Personal Injury, Property Damage and Wrongful Death: ❑ Motor vehicle 74-1 Other Q Domestic Relations ('J Eminent Domain [j other: (Specify) .... See below. ................... TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.) 1. Z�cWith prejudice ❑ Without prejudice 2. `n, Entire action Complaint only (] Petition only Cross - complaint only C] Other: (Specify)' • Cross - Complaint for Breach of Contract, Breach of Covenant, Fraud, Negligent Misrepresentat'on, Rescission and Restitution, Money Had and Received, Constructive Eviction, Negligence, Inverse Condemnation and Declaratory Relief. (Filed by COSTA MESA COUNTY WATER DISTRICT) RUTAN 5 TUCKER Dated: ......... _ ... ....... ............................... By — dross- ZomTnan w SSA 'If dismissal requested is of specified parties only, of specified Attorney(s) for ........ causes of action only or of specified cross - complaints only, 5o COUNTYYdA'itER •bISTRICT state and identify the parties, causes of action or cross - complaints _ to be dismissed. (Type or print attorney(s) name(s)) TO THE CLERK: Consent to the above dismissal is hereby given," Dated "When a cross - complaint (or Response (Marriage) seeking affirma- tive relief) is on fife, the attorney(s) for the crass - complainant (respondent) must sign this consent when required by CCP 581(1), (2) or (5). Attorney(s) for .......... :.................................. (Type or print attorneys) name(s)) (To be compieted by clerk) ❑ Dismissal entered as requested on .................................................... ............................... ❑ Dismissal entered on ........ .............................as to only .................. ............................... ❑ Dismissal not entered as requested for the following reason(s), and attofney(s) notified on .... .............................. • Dated.............................. J Form Adopted by Rule 982 of Z The Judicial Council of California Revised Effective July 1, 1972 6a By REQUEST FOR DISMISSAL clerk Deputy CCP 581, etc,; Cal. Rules of Court, Rule 1233 RUTAN & TUCKER R. RbOGER HOWELL Name, Aecress end Telephone N Atorney(s) HOMER L. MCCOPJKICK ARTHUR G. KIDLNAN ROBERT S. BOWER l01 Civic Center Drive West anta Ana, California 92702 (714) 835 -2200 ATTORNEY BAR EXHIBIT E -4 _ ....... .... I ............................ Attorney(s) tar .COST- MESA COUN ^X. WA'X'ER,,,_„ T rRTrT space for use of Court Ger% only ... StiPE IOR.. , . , . COURT OF CALIFORNIA, COUNTY OF... QR NrE....... (SUPERIOR, MUNICIPAL, or JUSTICE) (Name of Municipal or Justice Court District or of branch court, if any) Pialntiff(s): IRVINE RANCH WATER DISTRICT, I CASE NUMBER 227083 a California Water District, Defendant(s): METROPOLITAN WATER DISTRICT OF SOUTHER CALIFOPaNIA, etc., et al. REQUEST FOR DISMISSAL TYPE OF ACTION 0 Personal Injury, Property Damage and Wrongful Death: ❑ Motor Vehicle ® Other ❑ Domestic Relations [1 Eminent Domain ❑ Other: (Specify) ... S.ie e . j e. IOW ................... TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.) 1. T With prejudice ❑ Without prejudice 2. ❑ Entire action ❑ Complaint only ❑ Petition only Cross - complaint only Other: (Specify)' • Cross Complaint for Indemnity and Declaratory Relief (filed by JAMES M. MONTGOMERY, COP ^.LILTING ENGINEERS, INC.) WILSON, ELSER, EDELMAN & DICRER Dated: ............................................... 'If dismissal requested is of specified Cress ..Comp ainant, p parties only, of specified Attorney(5) for ............... ... .. ...... ..... .... .. causes of action only or of specified cross - complaints only, so MONTGOMERY, CONSULTING ENGINEERS, INC. state and identify the parties, causes of action or cross -complaints to be dismissed. (Type or print attorney(s) name(s)) TO THE CLERK: Consent to the above dismissal is hereby given." Dated "When a cross - complaint (or Response (Marriage) seeking affirma- tive rellet) is on file, the attorney(s) for the cross- complainant (respondent) must sign this consent when required by CCP 581(1), (2) or (5). Attorney( s)f or............ .. ............................... (Type or print attorney(s) name(s)) (To be completed by clerk) • Dismissal entered as requested on .................................................... ............................... • Dismissal entered on ........ ...:.........................as to only .................. ............................... t] Dismissal not entered as requested for the following reason(s), and attorney(s) notified on .... ............................... P N e ' Date' ................. ............. N... ............ Clerk Deputy Form Adopted by Rule 982 of CCP 581, etc.; CThe Judicial Council of California REQUEST FOR DISMISSAL Cal. Rules of Court, Revised Effective July 1, 1972 Rule 1233 EXHIBIT E -5 RUTAN & TUCKER Name, r_dress and Telephone N Attorney(s) H. RODGER HOWELL HOMER L. MCCORMICK ARTHUR G. KIDMAN VOBERT S. BOWER X401 Civic Canter Drive West Santa Ana, California 92702 744iaZ ,5 L)01 ..................... for CQSTA,MESA,COUNT , W1�`?'Eij.DZ$ �RiCT soacala for Use of Court Clerk Only SUPER IOR......... COURT OF CALIFORNIA, COUNTY OF... Q.R;N.GZ......... (SUPERIOR, MUNICIPAL, or JUSTICE) 700 Civic Center Drive West, Santa Ana, California,.,. .....................I.... .. ...............I........... (Name at Municipal or Justice Court District or of branch court, If any) Plaintiff(s): IRVI`7E RANCH WATER DISTRICT I CASE NUMBER 227083 a California Water District Defendant(s):METROPOLITAN WATER, DISTRICT OF SOUTHERN CALIFORNIA, etc. et al. REQUEST FOR DISMISSAL TYPE OF ACTION ❑ Personal Injury, Property Damage and Wrongful Death: F1 Motor Vehicle :9 Other Domestic Relations .��....�� Eminent Domain �] Other: (specify) .see, b21ow .................... TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.) 1. :g With prejudice j] Without prejudice 2. (] Entire action Complaint only Petition only TX Cross - complaint only a Other: (Specify)' •Cross complaint for Indemnity, Declaratory Relief, Breach of Contract, Negligence, and Inverse Condemnation (filed by THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFGRNIA) Dated 'If dismissal requested is of specified parties only, of specified causes of action only or of specified cross - complaints only, so state and identity the parties, causes of action or cross - complaints to be dismissed. ROBERT P. WILL, General Counsel By: CT055 Comp dlnant, 1. Attorney(s) for. METROPOLITAN WATER DISTRICT OF SO. CAL. TO THE CLERK: Consent to the above dismissal is hereby given." Dated "When a cross - complaint (or Response (Marriage) seeking affirms. five relief) is on file, the attorney($) for the cross- complainant (respondent) must sign this consent when required by CCP 581(1), (2) or (5), (Type or print attorneys) name(s)) Attorney(s) for ............... ............................... (Type or print attorney(s) name(s)) (To be completed by clerk) ❑ Dismissal entered as requested on ................................ ............................... .................... Dismissal entered on ....... ............................... as to only .................. ............................... V Dismissal not entered as requested for the following reason(s), and attorney(s) notified on .... ............................... O, Clark m ' Dated ................ ............................... By ,Deputy N 0 Form Adopted by Rule 982 of CCP 581, etc.; The Judicial Council of California REQUEST FOR DISMISSAL Cal. Rules of Court, Revised Effective July 1, 1972 Rule 1233 RUTA,t & TUCRER H. RODG'RP. k Fy'be]yeiephcrie No. Attorneylkl HOMER L. MCCORMICX ARTHUR G. KIDMA`I •ROBERT S. BOWER 401 Civic Center Drive West Santa Ara, California 92702 (714) 835 -2200 EXHIBIT E -6 Space 00. for Uae al Court Clerk only COSTA MESA COUNTY WATER Attorney(s) for ... DISTRICT ................. I...... Plaintiff(s): SJ?ERIOR.... , .... COURT OF CALIFORNIA, COUNTY OF..... GRANGE .. , , _ . (SUPERIOR, MUNICIPAL, or JUSTICE) 700 Civic Center Drive West, Santa Ana, California ................................... I........I .................... . (Name of Municipal or Justice Court District or of branch court, if any) IRVINE RANCH WATER DISTRICTI CASE NUMBER 227083 , a California Water District, Defendant(s): METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, etc. et al. REQUEST FOR DISMISSAL TYPE OF ACTION ❑ Personal Injury, Property Damage and Wrongful Death: Cj Motor Vehicle u Other ❑ Domestic Relations Eminent Domain ❑ Other: (Specify) ..... See ...e_!ow.......... I...... TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.) 1. Q With prejudice ❑ Without prejudice 2. C] Entire action ❑ Complaint only ❑ Petition only ® Cross - complaint only 5 Other: (Specify)' • Cross - Complaint for Indemnity; Declaratory Relief; Breach of Contract, Damages; Unjust. Enrichment (filed by COASTAL MUNICIPAL WATER DISTRICT) Dated 'If dismissal requested is of specified parties only, of specified causes df action drily or of specified cross- complaints only, sa state and identity the parties, causes of action or cross - complaints to be dismissed. RIMEL AND HELSING By: Cross— OmD ainanz, Attorne (s�> for .................. .. ML'N�CIPAL rrJATER DISTRI CT � .. (Type or print attorney(s) narit TO THE CLERK: Consent to the above dismissal is hereby given.** Dated: ............................................ "When a cross - complaint (or Response (Marriage) seeking affirma- Attorney(s) for ............... ... ........................... tive relief) is on tile, the anomey(s) for the cross- complainant (respondent) must sign this consent when required by CCP 581(1), (2) or (5). (Type or print attorneys) name(s)) (To be completed by clerk) ❑ Dismissal entered as requested on ................................ ............................... ........................................ ❑ Dismissal entered on ........ .............................as to only .................. ............................... ❑ Dismissal not entered as requested for the following reason(s), and attorneys) notified on .... ............................... • . Clerk Dated................ ............................... a Deputy s Form Adopted by Rule 982 of CCP 581, etc,; The Judicial Council of California REQUEST FOR DISMISSAL Cal. Rules of Court, Revised Effective July 1, 1972 Rule 123' i • 0 RESOLUTION NO. RESOLUTION OF OF WHEREAS, the of (governing body) has reviewed the documents (entity) involved in settling various disputes related to the San Joaquin Reservoir; NOW, THEREFORE, the (governing body) of DOES HEREBY RESOLVE, DETERMINE (entity) AND ORDER as follows: Section 1. That _ (name) • ___ acting on behalf of (title) is hereby authorized to: (entity) A. Execute the Compromise Settlement and Mutual Release Agreement. (all parties) B. Execute the San Joaquin Reservoir Trust Agreement. (all parties except Montgomery, Wahler, Coastal and MWDOC) Section 2. That the (title) of _ is authorized to deposit (entity) with a check in the name of counsel amount of $ payable to the Irvine Exhibit "F" Page 1 • Ranch Water District for the initial Reservoir purchase payment. (Mesa and Huntington Beach only) • or for IRWD That the of the Irvine Ranch Water District is authorized to deposit with its counsel, Alexander Bowie, checks in the amounts of $39,254.13 and $143,891.12 payable respectively to the Laguna Beach County Water District and South Coast County Water District. Section 3. That (name) is hereby authorized to: e A. Accept a ;.ed from the Irvine Ranch Water District on behalf of and its (entity) evidencing an ownership (governing b(3dy) interest of % of the San Joaquin Reservoir. (all except Montgomery, Wahler, Coastal and MWDOC). B. Execute a deed on behalf of (entity) transferring its percentage ownership interest in the Reservoir to the Metropolitan Water District of Southern California, to be held in trust subject to the San Joaquin Reservoir Trust Agreement. (same parties as A.) Exhibit "F" Page 2 U 0 0 or for Metropolitan C. Accept deeds from the Reservoir owners, to be held in trust subject to the San Joaquin Reservoir Trust Agreement. D. Execute a dismissal with prejudice of 's complaint (cross - complaint) entitled Orange County Superior Court Case No. 227083. (IRWD, MESA, Metro- politan, Coastal, Montgomery and MWDOC only) ADOPTED, SIGNED AND APPROVED this day of . 1980. Officer Entity Officer Entity Certification page to be attached Exhibit "F" Page 3