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HomeMy WebLinkAboutMunicipal Water System - Southern California Water Company - • _ i M1 HCITY OF HUNTINGTON BEACH CA 84-30 COUNCIL ADMINISTRATOR, COMMUNICATION HUNTINCTON BEACH _] To Honorable Mayor and From Charles W. Thompson, City Council Members 19/ City Administrator Subject WATER RATES x Date June 4, 1984 . The last water rate increase was October, 1977. Everyone is aware of the increases which have occurred in labor, electric power, and generally in all commodities and services during the past seven years. Although the city of Huntington Beach has en- deavored to pump most of its own water supply from city wells, it is still necessary to purchase additional water from the Metropolitan Water District (MWD). Since the city does pump more than 85% of its water demand, it is required to pay also a replenishment fee or pump tax to the Orange County Water District (OCWD). Both charges from MWD and fees to OCWD have increased dramatically in recent years and substantial new .increases are proposed by MWD in July of this year and again in January of 1985. Actually, the present Huntington Beach Municipal Code (Section 14.12.080) permits rate adjustments based on increase6 -to the city for purchased water and pump taxes compared to the base year of 1975-76. This section and this authority have never been utilized, however, and it would require proportionate increases to minimum charges as are made to the various rate blocks. This is not a viable solution at this time. The city's water rates are the lowest in Orange County. An average customer (dwel- ling unit with either a 5/8" or 3/4" service) will use approximately 3,000 cubic feet of water, and the table below shows comparisons of both major and surrounding cities for such "average" use for a bi-monthly bill. City Rate Per 100 C.F.* Bi-Monthly Bill Newport Beach $1.00 $30.00 Costa Mesa .78 26.40 Seal Beach .86 23.56 Fountain Valley .65 19.83 Orange .60 18..15 Fullerton .45 17.76 Anaheim .38 16.55 Santa Ana .55 16.50 Westminster .53 16.12 Garden Grove .42 15.50 Huntington Beach .38 12.50 *This table shows the rate per 100 cubic feet but does not. show the basic charge or standby charge. Some cities have a basic charge which does not include any charge for water, while others include a certain minimum water use within the basic charge. These differences account for the total billing cost. i -2- The annual operating budget for the Water Fund projects a retained earnings deficiency of $635,240 for 1984-85, and a budget deficit of $2,164,000 if present rate structures are continued. It is apparent that water rates will have to be adjusted. It is proposed that the rate blocks and the minimum charges be adjusted to cope with current needs in a more realistic fashion. However, since current costs will be effected t by proposed increases this Summer and again.next January, it is recommended that only a partial off-set be made at this time and further corrections be made in October or January to reflect whatever is required at that time. This procedure, along with further recommendations as set forth below, will keep our rates among the lowest in the county and will not make rates any higher than they have to be. The table below sets forth the current and proposed rate structures. Meter Size Present Minimum Proposed Minimum Cu. Ft. Present Cu. Ft. Proposed — ---- --- — — 5/8" or 3/4" $2.45 $4.00 500 500 , 1" 4.90 6.80 1,.000 1,000 lift 7.35 9.50 1,500 1,500 2" - 9.80 12.50 - 2,000 .. 2,000 3" 24.50 31.00 5,000 59000 4" 49.00 55.50 10,r00 91000 6" 98.00 110.00 20,000 18,000 .i 8" 147.00 157.50 30,000 26,000 10" 196.00 210.00 40,000 351000 At the present time, a charge of 38� per 100 cubic feet in excess of the minimum is charged. It is proposed that this charge above the minimum be increased to 41� per 100 cubic feet. If these adjustments are approved, our charges will continue to be .the second lowest in the county. The typical bi-monthly bill would be $16.20 or only 3% per month above Garden Grove, and their rates are 42C per 100 cubic feet for additional usage. (It would be 4� per month more than Westminster, but their rates are 53� per 100 C.F. above a minimum. Both Garden Grove and Westminster oharge a $5.00 minimum bill. Everything considered, our rates would probably remain the lowest if you consider a large group of users. (For example, if there is no usage during a period or the usage is below the mini- mum, 900 C.F. in Westminster and 500 C.F. in Garden Grove, those customers would pay $5.00 as against $4.00 in Huntington Beache If usage exceeds 3,000 C.F., the customer would be paying 53C per 100 C.F. above that 3,000 C.F. in Westminster, and 42C in Garden Grove, compared to 41C in Huntington Beach). In order to maintain a sound operation, it is also proposed that our ordinance be modified to require the annual Water Fund Budget be balanced. Our accounting practices are based upon accepted principles of enterprise fund accounting. Relatively small adjustments are required if this procedure is carried out annually, and it would never be necessary to make large increases which tend to have greater impact as are required when rates lag 5 to 10 years behind the rest of the economy. For your information, some general explanations of terms are attached as used in the city's accounting system. If you need further information, please advise. ` DEFINITIONS Budget Surplus (Deficit) As implied by the title, this is a calculation of the total annual revenue minus total annual expenditures. In the Water Fund (Enterprise Fund), capital expenditures and reserves for depreciation are included in the expenses. Retained Earnings Two major differences between accounting procedures for the Water Fund and the Gen- eral Fund arethe requirement to account for depreciation costs (an operating expense) and the use of "Retained Earnings" instead of "Fund Balance" as a measure of fund equity. Retained Earnings indicate the balance remaining if total assets of the utility (including water wells, water mains, buildings, etc.) were sold and all liabilities (including long-term debt) were paid off. The figure has somewhat limited value in terms of measuring actual financial status since there is no intention of going out of business. However, it is of value in measuring whether the overall operation is being run in a business-like manner and would be very necessary and important if the city desired to issue bonds to finance capital improvements for the water system. Working ital This term is somewhat comparable to the term "Fund Balance" as used in the General Fund. It is calculated by subtracting all current liabilities (accounts payable, etc.) from all cur- rent assets (cash and investments, etc.) Respe submitted, Charles W. Thompson, City Administrator CWT:pj EIG3TY YEARS ' PROGRESS WATER SUPPLY for the CITY OF HL'NTINGTON ]BEACH 1904 - 1984 James R. Wheeler . CE 10655 Public Works Director City of Huntington Beach 1958-1973 Introduction This paper is divided into parts which separate the eras of the systematic delivery of water to residents and businesses in the City of Huntington Beach. These are clearly defined periods of time except for the years 1964-67 during which private operations were incorporated into the municipal water system. From time to time some note will be made of the population and area changes that occurred over the years and their relationship to the development of the City system. Recognition must be given to those whose fore- sight and concern for the need to develop a municipal system provided the initial philosophy and provided the funding to begin essential works prior to the needfor their being put into service. This will be done without mention of names for the sake of simplicity and in fear of not remembering someone who played an important role. Private Enterprise Development 1904 - 1967 At some time after acquiring the old seashore lands called Pacific City from the investor .landowners the site was renamed Huntington Beach by the new owners, the Huntington Beach Company, in the spring of 1904. The same year on July 4th the first electric car arrived from Los Angeles. Upon acquisition the Huntington Beach Company made public improvements which included a water system. For lack of a specific date of commencement of service it can be surmised that it was one of the first constructed elements of the original infrastructure. The first State of California Railroad Commission .decision on Huntington Beach, dated August 14 , 1914 , was approval of the water rates of the Huntington Beach Company. On December 1, 1915 the Commission issued rules and regulations for operation of the Huntington Beach Water Company. At this time the Huntington Beach Company had spun off the water business to its wholly-owned subsidiary, Huntington Beach Water Company, so that it could deal separately with the provisions of the Public Utility Act. In 1925 Huntington Beach Water Company engaged a Los Angeles based engineering firm to review the viability of its operation. At the time 1, 300 properties were being served and, in addition, water was being delivered to the oil field. 2. These combined sources of revenue resulted in a profitable operation and the consultant recommended the development of a new source of water supply to the north of the City. Subsequently a well field and wooden tank storage was put in service, located on Golden West Street, north of Talbert Avenue. A Los Angeles investor purchased Huntington Beach Water Company in 1925. In 1927 American States Public Service Company, a Chicago (Illinois) utilities holding company became interested and by the fall of 1929 the American States Water Service Company of California was formed to manage these California holdings. In the ensuing years this company suffered the troubles of the depression and eventually the courts ordered a distribution of the common stock. Sufficient stock holdings were gathered together so that in 1936 the Southern California Water Company was formed. This company operated in Huntington Beach and other .Orange County communities. From 1936 until purchase of the property in 1964 by the City of Huntington Beach,' Southern California Water Company operated and increased its services within the "old Town" area of Huntington Beach. At the time of acquisition Southern California Water Company was serving 2 , 825 customers, mostly residential. Included was= the Southern California Edison steam generating plant, the largest customer, consuming an average of two million cubic feet per month for boiler feed water. Sea water was used for cooling. 3. In 1956 a residential subdivision in county jurisdiction, located southeast of the intersection of Beach Boulevard and Talbert Avenue, was developed and water service was provided by Dyke Water Company. Dyke, a private investment operation, provided water from a single well to the 163 homes. Its object was to offer revenue producing minimal water service, but inadquate for fire purposes. This system was acquired by the City in June 1967 after annexation. Services were then metered and the system was tied in to distribution mains, giving the area a guarantee of continuity of service and ample water for fire protection. Water was provided to the Surfside-Sunset Beach area by the Sunset Beach Water Company. With the development of off- street parking up-coast from Warner Avenue by the County, City water mains were extended through the project to Anderson Street to provide fire service. As the area redeveloped to a higher intensity use, including multi-story structures, Sunset Beach Water Company could no longer meet service requirements and was acquired by the City in June 1966 . Several small water companies served limited areas of old subdivisions bordering Beach Boulevard. All provided an adequate but minimal service to customers or association members. As development occurred main extensions passed through these areas to serve new construction and afforded an opportunity for water from the City to those properties being served by the private water operation. There was the usual reluctance of those served to take City water; taste and metering being the main concerns. 4. The City did not insist that service be taken but stood back and let nature take its course. As zoning changed, the over- sized lots redeveloped to multiple use. The little systems could not supply them and they had to take City service. At the same time fire heads were installed, insurance rates decreased and further development accelerated. In 1957 the following small companies were operating: R. J. Curry Tract, west of Beach Boulevard at Newman Street, 10 services ; Liberty Park Water Association, west of Beach Boulevard at Liberty Street, 52 services; Boulevard Water Company, Inc. , west of Beach Boulevard and south of Edinger Avenue, 107 services; Moore Mutual Water Company, Inc. west of Beach, south of Warner Avenue, 60 services. Decade of Decision 1950 - 1959 The minds of the thinking people dwelled on the ever growing development to the north .in Los Angeles County. Plans L were devised to deal with the inevitable invasion of homes and businesses in the County of Orange; government and non-govern- mental agencies prepared to meet the onslaught. Southern California Edison Company proceeded to double generation at the Huntington Beach steam generating plant and planned additional units. New gas transmission mains, bringing more Texas natural gas, crossed the county. The County Flood Control District and Road Department, and the State Division of 5. Highways, within their financial limits, commenced to expedite the execution of planned projects . On January 11, 1951 Orange County Municipal Water District (now Municipal Water District of Orange County (MWDOC) ) was formed. It was created as the agency to obtain water from Metropolitan Water District of Southern California (MWD) to serve most of the developable lands in Orange County. Not included were the cities of Anaheim, Fullerton and Santa Ana, all original members of MWD, and Coastal Municipal Water District which annexed to MWD in 1942. MWDOC was to act as the wholesaler of water to cities and agencies purveying to users. It had no transmission system and no storage and would provide none of these. The West Orange County Water Board (WOCWB) was established November 23, 1953 with the City of Huntington Beach one of its members. WOCWB was the agency to execute the connection to MWD feeders and be the contracting agent to build the transmission mains serving its members. Huntington Beach leaders commenced their planning, ordered feasibility studies and eventually plans and construc- tion documents. Concurrently they launched a three-pronged effort to ensure the future of their little city by the sea. First was the promotion of a bond issue to fund delivery of MWD water within the city. This was accomplished in 1955 when a bond issue ballot measure was approved by 78 percent of the electorate. 6. The two other prongs were annexation and formation of Sanitation Districts. By 1959 the city had expanded from its original four to more than 22 square miles and had committed itself to constructing trunk sewers to serve the annexed areas. And so, 1959 found Huntington Beach a city of substantial size with primary utilities in place, and a mature and resolute governing body and the nucleus of a -professional staff. Master plans were delineated and ordinances were enacted setting forth the requirements of development. Homes, commerce and industry were welcome in Huntington Beach if they could pay their way; there would be no city general tax subvention for projects . The Years of Development 1960 - 1984 Major residential development commenced in 1960 and continues to occur today. The housing tracts were followed by commercial development to provided services to the new residents. As the city grew in population commercial use became more substantial, industry gradually moved in to serve the market, banks sprang up. Schools met the needs of the growth. As land became dearer, luxury homes were built and intensive residential land use resulted in extensive condominium construction. From a 1960 population of 11,500 to the 180 ,000 of 1984 the city has never caused a slow down in development by its inability to have water available. 7. The first construction of housing was in the north and northwest; always abutting or within an economical distance of West Orange County Feeder No. 1. Due to the demand for homes, developers continuously constructed the basic 12-inch and 8-inch master planned mains. In 1961 the first water well was developed to supplement imported water. A second bond issue, in 1963, was presented to the voters and carried by a 94-percent yes vote. These bonds funded the acquisition of Southern California Water Company', construction of West Orange County Feeder No. 2 and a joint venture trans- mission line with Costa Mesa County Water District to bring water from San Joaquin Reservoir to the east city limits on Adams Avenue, and for other miscellaneous projects. Despite the rapid growth, water system development remained abreast or ahead of the demands put upon it. Trunk water mains up to 42-inch diameter, interconnected with two West Orange County Feeders and the .East Feeder on Adams Avenue. Fourteen and 16-inch trunks were extended to ensure adequate services to the geographically isolated extremities of the system. Reservoir capacity was, between 1961 and 1972 , increased to 170. 5 million gallons; 24. 5 MG at Overmeyer, 16. 0 MG -at Peck, and 130. 0 MG at San Joaquin Reservoirs. Water well development has been ongoing and by 1983 there were nine wells in service capable of producing 25, 000 GPM. These wells alone are capable of supplying the total average daily water consumption of the city. 8. Of course, such production is not realized. Huntington Beach is fully aware of the necessity of protecting and conserving the underground source and produces within the limits of rules governing use of the basin. Good planning and financing has resulted in an out- standing water operation. Monies advanced from general funds in the years before the water operation paid its own way have been repaid. The present operation pays for interest and redemption on the outstanding bonds. The staff of the Water Division today is an extremely professional group. A detailed current report of status can be found in the October 1983 Public Information Report by the Water Division of the Department of Public Works. i com ORIGINAE BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA -------------------- In the matter of the Application of SOUTHERN CALIFORNIA WATER COMPANY ) APPLICATION and CITY OF HUNTINGTON BEACH ) NO. for an order authorizing the .sale ) of certain properties of Southern ) California Water Company. ) This application pursuant to Section 851 of the Public Utilities Code of the State of California respectfully shows: I. Southern California Water Company (the "Company") states: The Company is a California corporation with its principal office and place of business located at 11911 South Vermont Avenue, Los Angeles 44, California. The Company is a public utility and as such engages in the business of producing, distributing and selling water in certain areas in the counties of Los Angeles, Kern, Orange, San Bernardino, Ventura, Imperial and Sacramento in the State of California, and distributing and selling electricity in the Bear Valley area of San Bernardino County. For more detailed information as to the business of the Company, reference is made to its reports, maps, rate schedules and other information now on; file with the Commission. Correspondence or communications to the Company with regard to this application should be addressed to W. C. Welmon, Vice President, 11911 South Vermont Avenue, Los Angeles 44, California, with a copy to counsel for Company: Donn B. Miller, O'Melveny & Myers, 433 South Spring Street, Los Angeles 13, California. The Articles of Incorporation of the Company, as amended to date, are presently on file with the Commission; the last filing was made with Application No. 45238 filed on March 11, 1963. The latest available financial statements (August 31, 1963) of the Company are attached hereto as Exhibit I. The Company is informed and I - r' � 7 believes and therefore alleges that the book cost and the original cost of its properties are truly and correctly shown in such statements and that such costs of the properties constituting, at the date of the balance sheet, the Company's hereinafter mentioned Huntington Beach District system aggregate $1,18o,o41.44. II. - The Company states: The Company and the City of Huntington Beach (the "City") have entered into an agreement pursuant to which it is proposed that the properties covered thereby shall be sold and transferred by the Company to the City. A copy of the agreement is attached hereto as Exhibit II. Reference is made thereto for details. It will be noted from the agreement that the properties proposed to be sold to the City consist, generally speaking, of the properties of the Company which constitute its water system serving its Huntington Beach District, which properties are more particularly described in Exhibit A of the agreement. The purchase price proposed to be paid by the City for these properties is $1,225,000, subject to adjustment, if any, as provided in Section 2 of the agreement. The City, as part of the agreement, agrees to assume and perform all obligations of the Company under the main extension agreements listed in Exhibit C of the agreement. The Huntington Beach District of the Company lies entirely within the limits of the City. The Company serves approximately 2,836 customers in this District. The properties operated by the Company in this District constitute a single operating unit completely segregated from, and in all respects physically and geographically unconnected with, all other water systems of the Company. The distribution lines of the Company in its Huntington Beach District are partially paralleled by lines of the water system operated by the City in that area. The Company believes and on the basis of such belief alleges that the ownership, operation and development of its Huntington Beach District system as a part of the City's said system I\ -2 r t will eliminate further and increasing wasteful duplication of facilities which would result from continued separate ownerships of the two systems. The Company further believes and therefore alleges that the sale to the City of the properties pursuant to the agreement will avoid the expense (, I and delay which would result from proceedings by the City to condemn said 1 � properties. The form of the instrument of conveyance and transfer proposed to be executed and delivered by the Company to consummate the sale of these properties to the City is attached hereto as Exhibit III and by this reference thereto is incorporated in and made a part of this application. III. The Company states: The agreement provides in Section 6. that the Company shall repay all deposits, including accrued interest, made by its Huntington Beach District customers to establish credit. IV. The City states: The City is a municipal corporation organized under the laws of the State of California. Its office is located at the City Hall, Civic Center, Huntington Beach, California. Correspondence or communications to the City with respect to this application should be addressed to Paul C. Jones, City Clerk, at the above given address of the City. The City confirms that it has entered into the agreement referred to in Section II hereof. As stated in said Section II the City owns and operates a water system, the distribution lines of which partially parallel the distribution lines of the Company in the area referred to in said Section II. The City desires to acquire from the Company the properties covered by the agreement for the consideration and otherwise upon the terms provided in the agreement, and if such properties are so acquired the City proposes to operate them as a part of the water system now owned and -3- f 1 Y operated by it. The City believes and therefore alleges that its acquisi- tion of the properties from the Company will eliminate further wasteful duplication of facilities which would result from continuation of separate ownerships of the said systems of the Company and the City, and that the purchase by the City of the Company's said system pursuant to the agreement will avoid the expense and delay which would result from proceedings taken by the City to condemn the Company's said properties. V. Attached hereto as Exhibit IV and by this reference thereto incor- porated in and made a part hereof is a table comparing the rates of the Company and the City on the basis of certain selected monthly volumes of water consumed by their respective water customers. The applicants herein believe and therefore allege that such table reflects an over-all fair comparison of the Company and City rates. VI. The applicants herein believe and therefore allege that all pertinent information with respect to this transaction is set forth in this application, that a public hearing is not necessary to afford a full and adequate basis for a decision by the Commission on this application, and that the Commission may properly issue its order in this matter ex parte. All exhibits to this application are hereby incorporated herein. WHEREFORE, the applicants herein respectfully pray that the Commission shall issue ex parte its order (a) authorizing the Company to sell its said Huntington Beach District properties to the City at the price and otherwise upon the terms as provided in the above-mentioned agreement, (b) relieving the Company of its obligations as a public utility / in the area served by the properties to be sold, and (c) granting such other relief as the Commission may deem to be necessary or appropri- ate. DATED: October 1963- SOUTHERN CALIFORNIA WATER COMPANY By W. C. WELMON W. C. Welmon Vice President CITY OF HUNTINGTON BEACH By , Robert M.• Lambert Mayor By P uE1 C-.-J s- City Cl rk O'MEL( & MYE w By 1 Donn 433 South Spring Street Los Angeles 13, California Attorneys for Southern California Water Company --,'k, James D. Plu"att . 12 Olive Avenue Huntington Beach, California City Attorney, City of Huntington Beach -5- STATE OF CALIFORNIA ) 3 . COUNTY OF LOS ANGELES Ss. W. C. WELMON, being first duly sworn, deposes and says that he is an officer, to wit, a Vice President, of Southern California Water Company, one of the applicants named in the foregoing application; that he has read said application and knows the contents thereof and that the same is true of his own knowledge, except as to matters stated therein on information or belief or stated in Section IV thereof, and as to those matters he believes them to be true. W. C. WELMON W. C. Welmon Subscribed and sworn to before me this day of October, 1963. C J. ECH ERGER C. J. Echelberger Notary Public in and for the County of Los Angeles, State of California. My Commission expires February 17, 1965. (Notarial Seal) -6- t r y STATE OF CALIFORNIA ) SSo . .: ; COUNTY OF ORANGE ) ROBERT M. LAMBERT and PAUL C. JONES, each being first duly sworn, each for himself deposes and says that ROBERT M. LAMBERT is the Mayor and PAUL C. JONES is the City Clerk of the City of Huntington Beach, one of the applicants named in the foregoing application; that each has read said application and knows the contents thereof and that the same is true of his own knowledge, except as to matters stated therein on information or belief or in Sections I, II and III thereof, and as to those matters he believes them to be true. Robert M. Ldmblert . J _ au o Subscribed and sworn to before me this -r� day of October, 1963. . Notary Public in and for the County of Orange, State of California My Commission expires (Notarial Seal) ERNESPnNA DI FABIO-NOTARY PUBLIC In and for the County of Orange.State of California My Commission Expires June 26. 1965 City Hall-Huntinvon Beach. CAUL -7- 1' 1 t j•" , SOUTHERN CALIFORNIA WATER COMPANY BALANCE SHEET A YIIIIYIIu4111,11,,,,1,,,,,,111111111IIIUIIIIIIIIIIIbUY,uYuluuuulN,puu.......................lY,u..... u,nY,Yu0.....t1:N:a::I:uq:Y:uauu Wl.uunu&...1� ,M017.Y10001 u1 A,u,�MR/ •, - ASSETS ! THiS MONTH LAST MONTH INCREASE DECEMBER 31, (DECREASE) � 1�61� .IyTIl111 r„I,PVRT:I,1,1„I,11„11,,,1111,,,11111111.,11,,,1,.,.1,,,11-.......................................... III,I,1,11„ „„1,11.,1••I1I,..,II,I,.,III„ Y I,IIIIII,,,II,I,IYII,.I,IIII,II.,,I .. YY�YIWIWIYY•.•IYYYIW.YI....�11.......... rIY..........1 T Utility plant 49,273,585. ` 347,833. 47,752 512. Construction work in progress96i15_Z4. (77 28�_�;;__----- Total - -------- r----- ---•'------ -a--- -'- utility plant 50,1.57,874• ; 49,887,326. ; 270,543. : 47,955,407 Less reserve for depreciation e 8,543,617. 8, 514,979. 28,638. 8,074,668. Not utilityplant - -- ------ •;-- --•----- -- ;- `'' .g Qt_, INVESTMENT ACCOUNTS: =-- 1s6l.�'s2_�l:s - �.,.314}311�L, -41,, Other physical property (Net) 143,649. 143,762. (113. ); 118,193. Other investments 92,307. ;. 92,307. ; 85,947. ----2. ��95.6_ ~-----2. :ob9. .i----------ali .);------2o�+, ?�o.__; CURRENT ASSETS: ' 5 1 Cash 451,242. 729,497. (278,255• ): 585,863 Special deposits 79,436. 1o6,i89. (26,753• ) 23,5i4 Working fund: - 13,36o. 13,36o. 13,36o. Temporary cash investments 598)638. , Notes receivable Accounts receivable: , Customers, less reserve of$10,000 778,426. 686,481. 91,945. 675,791. ; Others 48,156. 41,934. 6,222. 15,o16. Materials and supplies 403,747. 418,717. (14,970• ) 391,746. Prepayments: , Texas 610,574. 685,111. ; (74,537• ): 335,241. Insurance s 7,437. 12,980. (5,543. ): 8o,268. Other : 6,0o9. 5,367. 642. 5,278. Other current assets , ----------------- -,---2a699-163-6t :-----UZ%;9.1;---��_7_� DEFERRED CHARGES: Unamortizad debt discount, premium and expense (net) 194,703. 195,399. ; (696• ). 199,778. ; Clearing accounts Other deferred charges 791. 2,o85. ; (1,294. ); 1,075. 1 -----195,491..- --)37,k$4:--r-------U,9-W. ___-29Q}$53t_� l --------- ---------------- ------- ' -•-------------- ' ----------------'-, , -I "TOTAL ASSETS 44,444,o94 44,505,536. (61,442. ); 43,01o,447. ruuuunuuu,al.uulI.uuuuuuYllnuuwnnwuu.unuuwuunnulnuunuuunu..... Y...... ,luuu uunuu..... uuuuuuY, Exhibit I — Page 1 of 9 SOUTHERN CALIFORNIA WATER COMPANY BALANCE SHEET �uanmm�mmnmmnnnmimmmnmm�miumm�nnnmmnnnmunnsimma�mmm�mmmnmimnm As of August 31 mimumim �Tnnm� nnmim�i u9i6nnn3imt LIABILITIES THIS MONTH LAST MONTH INCREASE DECEMBER 31, JDE�REASE : mimmmmimnnnmmmunnumn�mimmmmimmmm�mmmmm�nmmnmmnmmmm�nnmmm mm�nmmnumnnmmmmm�mumimmn8immm�nnn�mmmmnamm�nmm�ummm' mmm mmm�nnmimn mnmmm�mnmm mmmmmnn CAPITAL STOCK AND SURPLUS: ' Preferred stock: 4% - 32,000 shares 800,000. 80o,000. 800,000. 4%% - 32,000 shores 800,000. 800,000. : 800,000. ' 5% - 80,000 shares 2,000,000. 2,000,000. ; 2,000,000. ; Current sinking fund requirement a ..... __- __ 40,000_ ______________ _____(401000._� Total preferred stock 600gg:_ ___3,56o,00o._3,5 ,_ _____________ __3,560,000. Common stock - 1,3o8,451 shares __6,5.42,.255..:....6,542,R5,5.................;----E,532,275.•.: Capital surplus ..J-,98.5:.363=.;....1,.965,363.................. ..1,.955►4.44.•.: Earned surplus: balance at beginning of year 4,o85,032. 4,o85,032. : 3,665,599. , Adjustments Net income year to date _ 81,860.- -- 6462�98. : - 205,062. -- ' .. l474z 477 ._4:936, 9?:_;._..�+x731,830• : __205,062:_- ; _.5,140,076. Dividends on common stock 745,097. 744,736. : 361. 979,044• Dividends on preferred stock ____ ....5QQ:_ ____ 124�50Q. __-_-_-- ___ -__-__'T0 000._ Total dividends 86.9,_597:.;......�69,?36•.; _ .. 36�:...: ..?:,Q55,Q�+?+• ' Balance at end of period (see note A) _4,067.,.295:..;....3,.86?,59A:;...?0?+,.7.4�:.•._..:...�+,:085.,.43?:; Total common stock and surplus .1?,59.�:,.913:. .1� 39Q,212._;___20?+�.707,:..__.12.,57?,75;:•. Total capital stock and surplus LONG TERM DEBT: ' First Mortgage Bonds: ' 27/s%Series due 1977 5,100,000. : 5,100,000. ; 5,100,000. ; 3%Series due 1978 860,o00. : 860,000. ; 86o,o00. 3.60%Series due 1982 900,000. : 900,000. : go0,.000. 3.35%Series due 1984 1,840,000. 1,84o,000. : 1,84o,000. 5%Series due 1987 2,850,000. 2,880,000. (30,000. ) 2,880,000. ; 5.40%Series due 1990 2,940,oo0. ; 2,940,0o0. ; 2,970,000. 41/4%Series due 1992 3,000,000. : 3,000,000. ; 3,000,000. 5%Convertible Sub. Debentures due 1979 950,000. 950,000. : 950,000. ; Current sinking fund requirements, bonds _. .(1QQ,.QQQ: ___ (1Q0,000:)___ ______- _ : ___ (100,000.Ji Total long term debt 18,a4Q,_goo:. . 18,,370,OQQ..?__.�3oj OQQ:�.. . 18,499,OQQ. Total capitalization .3�+�?+9.�:,.gi3:----_34�320,2i2:;---1.YY,.79i: BANK LOANS Payable within 12 months (see note B) 6o0,o00_ ;____ 600,000._: CURRENT LIABILITIES (exclusive of Bank Loans): Accounts payable 468,955. : 464,464. : 4,491. : 528,520. Dividends declared 289,745. (289,745. ) Customers'deposits 26,531. 25,214. 1,317. 20,127. ; Taxes accrued: , Federal income taxes 614,316. 450,516. ; 163,800. 6o8,772. Other taxes 776,226. 8o8,692. ; (32,466. ) : 282,654. Interest accrued 174,6o6. 182,699. : (8,093• ) 195,147 Insurance accrued 1 57,012. 35,378. 21,634. 22,393. Current sinking fund requirements 140,000. 140,0o0. ' 14o,o00. Other current liabilities 200,879. 2111 076. (10,197. ; -_ _1472156. , OTHER CREDITS: ' Advances for construction 5,o69,007. 5,152,o43. : (83,036. ) 4,742,483. Contributions in aid of construction 1)8211_649. ._ 1,825.,497• ' _ (3 848. ; _. 1,7901444. -6,89o)-b56=------�,977,540:;... (86;:8$�+:�- --b�53?:92?•- ----------------------------- ------- ----------------------. TOTAL LIABILITIES 44,444,o94. : 44,505,536. : (61,442. ) 43,olo,447. mmm�nmmmmnunmmmmm�nnmuomhmm�mm�mnnmmmmumnnnmm�nmmdm�mnmm�mmmnmm�mismmimmnmmimuammmnnmmmimmiannnaunnnmu� NOTE A—Earned surplus of s918,812 was restricted under the mortgage indenture against payment of cash dividends on the common shares. NOTE B —Bank loans will be retired by permanent financing. Exhibit 2 - Page 2 of 9 SOUTHERN CALIFORNIA WATER COMPANY Comparative Statements of Income Month of August, 1963 nnu I III 11111 till l 1111111111 I I I III I[III I nun I I l l nInI❑"IM I tin...III I III I I I I III I I I II IIil III III111111l tin I I I I[[III I I I tin I I till I I I I I I III III I III I III I till I II 111113 III[Ili 1111111[till In]I I III I I I I I Ill I I tin III III I I I I[till 1111111 Ill I I I III I I III I I I I II I I I I I I I III I I I I III I I Ill III n11111 it I I I Ill III I I I I I I tin I Ill I Ill I I I II I I I I I I I I I I I I Ill...................I I.....I..................... = THIS MONTH = CALENDAR YEAR TO DATE = TWELVE MONTHS ENDED THIS MONTH = _--•-------•-•-•-••-------•------••----•-•---•-•---•-----•-•-----------------------•--------_----•-------------------------•----•-•---------------------------------------------•-------------------------------------------------------------------- i INCREASE OR INCREASE OR INCREASE OR = THIS YEAR LAST YEAR DECREASE = THIS YEAR LAST.YEAR DECREASE = THIS YEAR LAST YEAR DECREASE uuiuuunuuunuuunuuutinnnititititiiuunnntitiunnuuuuuu ninni=niuuuuumuinnnuuu;wutimnnunuunuui njnuuuuunuunuuuuunc_uninuiuuinuiuiuuw aunnuuunnunuunnm:nnnntinnnuuuunuui❑nnu uunuuiunuuni�r uuunn nunnnuumimim�u unuununnnnunn= UTILITY OPERATING REVENUES: Water € 894,926. 824,663• 70,263• = 5,421,858. 4,82o,787. 6o1,071. = 8,413,102. 7,430,569• 982,533• Electric = 48,307. 48,491. (184.) = 333,584• '• 315,807• 17,777• 493,146. 460,067• 33,079• - - -� -----`--------------•-- --------- - -----+'.•- ----- { _ -----------------=---------- -------------------------------------= t ---------- ---- TOTAL UTILITY OPERATING REVENUES v.----943a233. 873,.15�+t------'•-------7°�°72.....•---=--5?755tr+42:--•--=----5'--i36'S94'----=-----biS;848-'--------=--- --------i,oi5_,612-.------= UTILITY OPERATING EXPENSES: OPERATION: Water 259,967. 254,148. 5,819• 1,955,784. 1,723,108. ' 232,676. = 2,869,246. 2,534,638. 334,608. ?3=83? 14,131t - 4,101 =- -16i 141,0 0 8.--------=. -2 - 6-'-----'-------2Q 1. '------'------ 2 1-6' Electric = -- ,09 ,_-_-- __-_-- 3Z'---- ------- :--5__ _-- 3-,3 9 _7�-_93 3, _7_ Tatar _-•----•2--8�,-Z9.9�------ ------2.7.3,879------- 9:9 �-------=--2�u6�879-'----- 1,864,.145,---- 252,7 1-------=--3�103s 6�5'•-------21-7�+1z8-31------- 361,784.-------- •� MAINTENANCE: Water _ 30,722. 28,880. E 1,842. = 331,636. 26o,428. 71,208. s 461,652. 396,799• i 64,853• € Electric _Z4$ Z2��------->-------------( - ------ ---------- 6;�7 '-----------------397e-------=----------J.9a1.7-Z�----- -----------6,-59�?------ ------ 1, 8 = -------------- Total = 3L-430,--------`-------�•6-00, --------IMQ$ .--------=-------33$,247- - 26�,602, Z1,�Z95, = 71, 29• - - 5_,393 = - bs' UNCOLLECTIBLE ACCOUNTS: _ d water 3,354• 2,057• 1,297• = 19,728. 13,669• 6,059.• = 34,o67. 28,938• 5,129• Electric = - 75' r -2�'S' �170.) _ 541, r 645 (104.-)---- _ 824.-----+- ------------904. �80.)---- -- - -- -- - ---- ----- Total =----------3= 29'-------- 2,_302------------------1,ML--------_---------�:_�6�' -� -14,314. > -------5_,_955_-------- _ 34,891. ----------29.842 5��49 _ H DEPRECIATION: Water = 68,089. 75,196. (7,107.) 614,989. 561,366. 53,623• - = 899,747. 819,186. `80,561. td Electric _-----------7,_y18.______y----------�+,640. }078 40,6Z8 37,�0 3,5 8 = 59,59$!----- ---------5�+,_3 8 5,220.: Total _---- -7.5 97:-----------------74:g 6. � �� '� - S5,S6Z------ --------S�S;�i86; 7A1 i:_.______.__ 959,3 5 873,5. = 85�781- 8: _ . m LN GENERAL TAXES: - water = 109,222. 95,392. •, 13,830. _ 760,064. 665,351• 94,713.. = 1,093,217. 982,814. 11o,403. Electric = 5�075_ ----------��47 ' - (399') =----- 35=66f. 36,103. - ( 37 _ -49,110---------------51�994:--------------(2,880-.-)-----= - _ _ Total = -u4,297 100,866. 13,_43i - -_ 39�,_330 Zo1,454, = -..9�+,z76 = 1,142,.3_27!------'-i,o34,804.------`----19L5?3w-------_ FEDERAL INCOME TAXES: _ Water = 158,800. 134,66o. 24.i4o. 41g,400. 1 400,467. 18�933• _ 50 M73• 39,662. 110 9911. _ -4,640. - 7�loo.------= 2,460. oo.- ------- 6 200. 399.)------_- 4'680. 2 .7 4. 1'886. _ = ( 3514-_ _--3-1 _- ___ 1-------------7--_____-- ---t.l ------- Electric --- --------------_ Tatar 163,440. - -141,760. = -21,680. -_ 55z3 - 36z667' -i -181633' = 905,�53 79�'456 ll2,797-- TOTAL UTILITY OPERATING EXPENSES _ 672,202. ;___-__628,243.-- 43,959• = 4,382,052.___ -_-•3,881,668.-----; 00,384. = 6,617,26o. 5,877,890• 739,370. -----------------------------•- ------------------------- ---- - -- - - -- -------------------------------- NET _---------- ------- ---- -- ---------- -------- ------------ --- - UTILITY OPERATING INCOME _ 271,031._______;_______24�,. _11_________________`26__i120• - 1 0. i 1=2 4, _26. _ __118�_464.____• _--2,288� 88. � 22012, 46. � 2 6 242. _ 9 --------- 373:3� - _ 7 ------ 7 s NON-OPERATING INCOME(Net) -386. `: 15,918. (i5,53 .-� _ �832.� 18,201 —' (19,033-). _ -41,270. - (18,204.� 59,47 4i - 2 0 8 4 42 16 GROSS INCOME 271,41'jr--------F------_ �m829 +------10�88�------ --1.,3.72i558'-----F---.h273:127_ •------9_9:--3--�---------_---s33--12� 1z91---5----'------- 335.zZ----�-------_ INCOME DEDUCTIONS: Interest on bonds 59,310. 47,8o6. 11,5o4. 474,618. 378,210. i 96,4o8. 69o,849. i 570,278. 120,571. Interest on subordinated debentures and notes = 3,959• 3,959• e 31,667. 36,o42. (4,375•) = 47,500• 61,o44. (13,544•) Interest on bank loans - 2,325. 16,863. (14,538.) __ 6,638. 68,619. (61,981.) 38,840. 84,393• (45,553•) Other interest = 64. 9. 55. 2,200. 152. 2,048. = 2,469. 501. 1,968. Amortization of debt discount and expense = 697. 632• 65• = 5,575• 5,o6o. 515. = 9,307. 8,644. 663. _------------------------------'-------------------------------—-------------------------------- _---------------------------------------------------------- —_ .---------------- TOTAL INCOME DEDUCTIONS 69z�9'------- C2,914.� -_----- 520,698. 488fo83 ---- -------RA15.--------_ -788'-965 724z860------ 64,105.- 205 o62. 191 560. 13 02. = 85i,86o. 785 044. 66,816. = 1 541,293. 1,269 682 271,611. _ NET INCOME cr, inuuuuuu�untitinunn�uuiutin.,nr ...............�.......bG..,,........................... ................................t..............i......................................P........................i..............P.................................................. r y r SOUTHERN CALIFORNIA WATER COMPANY Notes to Financial Statements (a) STOCK 1. Authorized at August 31, 1963: 300,000 Preferred Shares, par value $25 per share, and 3,000,000 Common Shares, par value $5 per share; Pre- ferred Shares issuable in series of which at August 31, 1963, there were 4-1/4fo Series of 32,000 shares, the 4% Series of 32,000 Shares; and the 5% Series of 80,000 Shares; 156,000 authorized Preferred Shares being at August 31, 1963, available for future issue in one or more series, each series to be of such designation or title, authorized number of shares, dividend rate, redemption prices and conversion rights, if' any, as may be determined by the Board of Directors. The authorized number of shares of any class and of any series thereof decreases from time to time as a matter of law and with- out any formal amendment of the Articles of Incorpora- tion in amount equal to the number of outstanding shares of such class or series which the corporation acquires by purchase, redemption, conversion or otherwise. See Section 1713 of the Corporations Code. 2. Outstanding as of August 31, 1963: Preferred Shares, 4-1/4% Series 32,000 Preferred Shares, 4% Series 32,000 Preferred Shares, 5% Series 80,000 Common Shares 1,308,451 (b) TERMS OF PREFERENCE OF PREFERRED SHARES Except as to a dividend rate, redemption prices and conversion rights, if any, no distinction exists in the rights of any of the Preferred Shares or any series thereof and all Preferred Shares regardless of series are of equal rank and priority. The dividend rate for each presently authorized series of Preferred Shares is indicated in the title of the series. Dividends on the Preferred Shares are payable, at the respective rates provided for the different series thereof, on the first days of March, June, September and December .in each year when and as declared by the Board of Directors. These dividends accrue on each share from date of its original issue and are cumulative. No dividends may be paid on the shares of any one series unless at the same time full dividends are paid on the outstanding:Preferred Shares of each other series. The Preferred Shares are redeemable at the option of the Company by payment of a redemption price equal to the par value thereof and accrued dividends plus such premium as is fixed for each series. See Paragraph (2) of Article IV of the Articles of Incorporation as to the premium on the Preferred Shares of the different series. Upon liquidation, Exhibit I - Page 4 of 9 1 ti i `r whether voluntary or involuntary, each Preferred Share of each series is entitled to an amount equal to the par value thereof plus unpaid dividends or, if available funds are insufficient to pay that amount, ratably from available assets, such distribution to be made or set apart before any distribution in such liquidation is made upon or set apart for any of the Common Shares. (c) MORTGAGES See bonds infra. (d) BONDS Issuer, Southern California Water Company. All bonds are known generally as First Mortgage Bonds and are issued under an indenture dated May 1, 1947, as supplemented and amended.* Bank of America National Trust and Savings Association is the Trustee. The Indenture and supplements are a lien upon all of the property of the Company (including after-acquired property) with certain exceptions as specified in the Indenture. On the accrual basis, the interest during 1962 on all bonds outstanding ,at any time during that year was: $598,816. Bonds Outstanding: 1. 2-7/8% Series due 1977: .Amount originally authorized - $5,100,000;. , .. Amount outstanding - $5,100,000 at August 31, 1963 Date of issue - May 1, 1947; Interest rate - 2-7/8f per. annum; Date of maturity - May 1, 1977, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemption prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding during that year was: $146,625. * Subject to special provisions as to any series, bonds are not limited by fixed amount but may be issued sub- ject to conditions specified in Indenture. Exhibit I - Page 5 of 9 r 2. 3% Series due 1978: Amount originally authorized - $1,000,000; Amount outstanding - $860,000 at August 31, 1963; Date of issue - December 1, 1948; Interest rate - 3% per annum; Date of maturity - December 1, 1978, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemp- tion prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding at any time during that year was: $26,075. The sinking fund for this series contemplates that each year $10,000 principal amount of the bonds will be redeemed. 3. 3.60% Series due 1982: Amount originally authorized - $1,000,000; Amount outstanding - $900,000 at August 31, 1963; Date of issue - December 1, 1952; Interest rate - 3.60% per annum; Date of maturity - December 1, 1982, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemp- tion prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding at any time during that year was: $32,730• The sinking fund for this series contemplates that each year $10,000 principal amount of the bonds will be redeemed. 4• 3.35% Series due 1984: Amount originally authorized - $2,000,000; Amount outstanding - $1,840,000 at August 31, 1963; Date of issue - October 1, 1954; Interest rate - 3.35% per annum; Date of maturity - October 1, 1984, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemp- tion prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding at any time during that year was: $62,142. The sinking fund for this series contemplates that each year $20,000 principal amount of the bonds will be redeemed. Exhibit I - Page 6 of 9 5• 5% Series due 1987: Amount originally authorized - $3,000,000; Amount outstanding - $2,850,000 at August 31, 1963; Date of issue - September 1, 1957; Interest rate - 5% per annum; Date of maturity - September 1, 1987, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemp- tion prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding at any time during that year was: $145,000. The sinking fund for this series contemplates that each year $'30,000 principal amount of the bonds1will be redeemed. 4. 5.40p Series due 1990: Amount originally authorized - $3,000,000; Amount outstanding - $2,940,000 at August 31, 1963; Date of issue - February 1, 1960; Interest rate - 5.40% per annum; Date of maturity - February 1, 1990, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemp- tion prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding at any time during that year was: $160,515. The sinking fund for this series contemplates that each year, commencing in 1962, $30,000 principal amount of the bonds will be redeemed. 7. 4-3/4j Series due 1992: Amount originally authorized - $3,000,000; Amount outstanding - $3,000,000 at August 31, 1963; Date of issue - October 1, 1962; Interest rate - 4-3/4% per annum; Date of maturity - October 1, 1992, subject to acceleration by reason of default; also subject to redemption prior to maturity at option of Company or through operation of sinking fund at the redemp- tion prices specified in the Indenture. On the accrual basis, interest during 1962 on all bonds of this series outstanding at any time during that year was: $25,729 (from October 26, 1962 to December 31, 1962). The sinking fund for this series contemplates that each year, commencing in 1964, $30,000 principal amount of the bonds will be redeemed. Exhibit I - Page 7 of 9 c r r r r c Y (f) 5% CONVERTIBLE SUBORDINATED DEBENTURES Amount originally authorized - $2,000,000; Amount outstanding - $950,000 at August 31, 1963; Date of issue - January 1, 1959; Interest rate - 5o per annum; Date of maturity - January 1, 1979, subject to (a) acceleration by reason of default; (b) redemption prior to maturity at option of Company; (c) prepayment each year beginning on January 1, 1970 of 101% of the principal amount of the Debentures outstanding December 31, 1968. The Debentures are convertible, at the option of the holders thereof, at any time prior to January 1, 1969 at an initial basis of 48 Common Shares for each $1,000 principal amount of the Debentures. Due to the stock split on a 3-for-2 basis effective March 13, 1962 the Debentures are now convertible on the basis of 72 Common Shares for each $1,000 principal amount of the Debentures. On the accrual basis, interest during 1962 on the Debentures outstanding during that. year wasi . $47,500. (g) BANK NOTES As of August 31, 1963, there were outstanding an aggregate of $600,000 principal amount of Bank Notes, $300,000 payable to Harris Trust and Savings Bank and $300,000 payable to United :. California Bank. These Notes were issued pursuant to Credit Agreements dated March 12, 1963 and March 13, 1963, with Harris Trust and Savings Bank and United California Bank, respectively. These Notes bear interest at the prime commercial rate in effect on the date of each such Note and mature as to principal on May 16, 1964. The respective dates of issue, interest rates and the principal amounts of these ..outstanding Notes are as follows: Harris Trust and United Savings Bank California Bank Interest Principal Interest Principal Date of Issue Rate Amount Rate Amount May 22, 1963 4-1/2j'o $100,000 4-1/2% $100.1000 May 28, 1963 4-1/2% 50,000 4-1/2f 50,000 June 14, 1963 4-1/20 150,000 4-1/2% 150,000 (h) OTHER INDEBTEDNESS There is no other indebtedness other than the current accounts. (i) RATE AND AMOUNT OF. DIVIDENDS PAID DURING LAST FIVE FISCAL YEARS 1. Preferred Shares, 4 o Series: During each of the last five fiscal years (1958, 1959, 1960, 1961 and 1962) an aggregate of $32,000 was paid on the 32,000 shares of this series outstanding in each such year, such dividend on each share being at the rate of 4% per annum on the par value ($25) thereof. Exhibit I - Page 8 of 9 i c r Y l 1 i 2. Preferred Shares, 4-1/4fo Series: During each of the last five fiscal years (1958, 1959, 1960, 1961 and 1962) an aggregate of $34,000 was paid on the 32,000 shares of this series outstanding in each such year, such dividend on each share being at the rate of 4-1/4o per annum on the par value ($25) thereof. 3. Preferred Shares, 5% Series: 80,000 of these shares of the par value of $25 per share were issued on October 26, 1962. During 1962 an aggregate of $10,000 was paid on the 80,000 shares of this series outstand- ing, such dividend being for the period from October 26, 1962 to December 1, 1962. 4. Common Shares: In the following table the number of outstanding Common Shares at the beginning and close of each year is shown. Effective December 1, 1959, the quarterly dividend was increased to 16.67 cents a share, or on an annual basis of, $0.667 a share. Effective March 1, 1961, the quarterly dividend was increased to 18.3 cents a share, or on an annual basis of $0.733 a share. Effective June 1, 1962, the quarterly dividend was increased to 19 cents a share, or on an annual basis of $0.76 a share. The dividends paid on the Common Shares during the last five fiscal years are as follows: Number of Shares Year and Amount Per Share January 1 - December 31 1958 $582,910 $o.6o 967,523 975,792 1959 $677,151 $o.62 975,792 1,103,427 196o $742,212 $o.67 1,103,427 1,120,017 1961 $884,151 $0.733 1,120,017 11258,38o 1962 $979,o44 $0.753 11258,380 1,3o6,455 NOTES: (a) Retroactively adjusted for 3-for-2 Common Share split in 1962. (b) All figures in the above tables as to the total amount of dividends paid in any year on the shares of any class or series disregard as to each year any fraction of a dollar whereby the total paid may have exceeded the total figure shown. Exhibit I - Page 9 of 9 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT, made and entered into this t� L-r- 01�b 91, day of ' , 1963, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation and political subdivision of the State of California (hereinafter referred to as the "City") and SOUTHERN CALIFORNIA WATER COMPANY, a California corporation (hereinafter referred to as the "Company" ), WITNESSETH: WHEREAS, the Company owns and operates a -water system.which serves customers located within certain areas of the City; and WHEREAS, the City operates a municipal water system which serves customers located within certain areas of the City; and. WHEREAS, the City has determined that as a matter of public policy all water service within the City should be supplied through facilities owned by the City; and WHEREAS, although the City has the power to acquire said properties and facilities of the Company by right of eminent domain and has authorized the issuance of revenue bonds in .an amount sufficient to acquire said properties and facilities, the parties hereto desire to avoid the ex- pense, delay and other difficulties which could result from the commencement of proceedings by the City to condemn said properties and facilities of the Company, and desire to enter into an agreement relative to the purchase and sale of said properties and facilities of the Company: Exhibit II NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, it is hereby agreed between the City and the Company as follows: 1 . Upon and subject to the terms and conditions hereinafter set forth, the -Company agrees- to sell to the. City and the City agrees to purchase from the Company the water production and distribution properties: and facilities used by the Company to serve customers located. within the City (hereinafter called the "Water System" ) which proper- ties and facilities consist of (i) the real property des- cribed in Exhibit A hereto and all equipment and supplies located or stored thereon; (ii) the personal property . described in Exhibit B hereto; and (iii) originals; or, at the option of the Company, copies of all operating records and maps and customer account records pertaining to such facilities; (iv) all rights of the Company under all main extension agreements relating to the Water System to which the Company was a party as of January 1, 1963, all of which are described in Exhibit C hereto; (v) all rights of the Company under those certain leases described in Exhibit D hereto; and (vi) all other assets and properties of the Company comprising an integral part of the Water System used by the Company to serve customers located within the City, other than the real property described in Exhibit E hereto, and accounts receivable and revenues attributable. to service rendered to and including the Closing Date, as hereinafter defined, by the Company to customers within the City, whether bills for such services are rendered before or after the Closing Date. 2. 2. The cash purchase price to be paid by the City to the Company in consideration of the sale and transfer of the Water System shall be the greater of (1) $1,225,000 or (ii) $1,225,000 plus (a) the cost to the Company of all additions, betterments and extensions to the Water System made between January 1, 1963 and the Closing Date (excluding, however, the cost to the Company of all such additions, betterments and extensions build pursuant to refund contracts, the lia- bility of which is to be assumed hereunder by the City), less (b) the sum of (x) an amount equal to the depreciation on the Water System from January 1, 1963 to the Closing Date accrued on the books of the Company, as determined by the Company' s normal methods of recording depreciation expense, plus (y) an amount equal to the depreciated book value as at December 31, 1962 of all property then owned by the Com- pany and retired from service prior to the Closing Date which would have been, if not so retired, a part of the Water System. The cash purchase price determined as hereinabove provided shall be paid by the City to the Company by a certified or bank cashier's check parable in Los Angeles Clearing House Funds on the Closing Date, upon conveyance by the Company to the City of the Water System. Real and personal property taxes, charges for power, payments for water service by flat rate customers and un- billed charges for metered water service shall be adjusted as provided in paragraphs 3, 7 and 8 hereof. 3. The real property comprising a part of the Water System shall be conveyed by the Company to the City 3. on the Closing Date free and clear of all liens, encumbrances and liabilities, excepting only (a) the lien of property taxes for the current fiscal year; (b) liens, encumbrances and liabilities described in Exhibit A hereto; and (c) such other liens and encumbrances as, in the opinion of the City Attorney of the City, shall not impair the usefulness or value of the purchased properties in utility operations. The Company shall deliver to the City on the Closing Date all deeds, bills of sale, assignments and other documents required to effectuate transfer of title. to the Water System to the City. The Company, at its expense, shall procure and affix to the appropriate instruments of conveyance any stamps representing stamp taxes imposed upon such transfers . The Company shall cause to be .issued to the City, at the Company' s expense, a policy of title insurance issued by Title Insurance and Trust Company insuring title in the City to the parcel of real property transferred hereunder, as described in Exhibit A, free and clear of all liens, encumbrances and liabilities except said above mentioned liens, encumbrances and liabilities, such policy to be the full insurable value of said real prop- erty, or $100,000, whichever is less. The Company shall also furnish the City with a report of Title Insurance and Trust Company as to any chattel mortgages or other liens of record against the tangible personal properties of the Company com- prising a part of the Water System. Real and personal property taxes relating to the prop- erties comprising the Water System shall be prorated as of the Closing Date, 4, 4. It is believed by the parties that this trans- action is not subject to California sales or use tax, but if any such tax is claimed or imposed by the State of California, the City agrees to assume all responsibility and expense in defending any such claim and to pay any tax found to be due. 5. In accepting the conveyance of the properties comprising the Water System, the City expressly agrees to assume and perform all obligations of the Company under the main extension agreements listed in Exhibit C hereto. The Company will supply the City at or prior to the Closing Date with an accounting of the advances received by it under said agreements, including the amounts thereof refunded, the amounts thereof retraining to be refunded and the amount of any unexpended portion thereof, together with copies of all main extension agreements pursuant to which such de- posits were made . Refunds accrued during 1963, due April 1p 1964 are to be paid by the City. 6. The Company shall pay over to the persons en- titled thereto the amount of any refundable deposits held by the Company, including accrued interest, .made by con- sumers to guarantee payment of bills. 7. Charges for power purchased from Southern California Edison Company for use in connection with the Water System shall be prorated as of the •Closing Date. If appropriate arrangements can be made, such proration shall be made on the basis of meter readings taken on the. Closing Date ,jointly by the City and the Company or in such other equitable manner as may be agreed upon by the parties. 5. • • ) J T 8. It is understood that all accounts receivable and unbilled revenues for water supplied by the Company to customers located within the City to and including the Closing Date are excluded from the properties to be con- veyed to the City. The City agrees that, without charge to the Company, it shall attempt to collect all bills rendered by the Company for such water service which are forwarded to the City on or prior to the Closing Date and to use such methods as may then be legally available to the City to enforce collection of such bills, other than the institution of litigation, provided the City shall not be responsible to the Company for the non-payment of any of such bills, or the amount thereof, if such collection attempts are unsuccessful. The City shall be entitled to receive all amounts paid by flat rate customers which are allocable to water service furnished to such customers by the City after the Closing Date. The Company shall pay to the City within fifteen (15) days after the Closing Date, and from time to time thereafter as received, such portion of any amounts collected by the Company from flat rate customers billed by the Company prior to the Closing Date as is allocable to water service furnished to such customers by the City after the Closing Date. As and when the City collects any bills from flat rate customers, the City shall be entitled to retain such portion as is allocable to service furnished to such customers by the City after the Closing Date and shall pay over the balance to the Company. The City' s first bill to all customers receiving water service 6. through meters shall be based upon the last meter reading made by the Company, and amounts collected by the City and all such bills so based upon any reading prior to the Closing Date shall be prorated as of the Closing Date upon the basis of such portion of a thirty. (30) day month as shall have elapsed between the last meter reading date for which a bill has been transmitted and the Closing Date . Remittances shall be made to the Company by the City as collectionsare made. 9. All risk of loss or injury or destruction to any and all of the properties comprising the Water System shall be upon the Company at all times until the Closing Date, and in the event of any such loss, injury or destruc- tion to any of such properties, the purchase price shall be appropriately adjusted, but the Company shall be entitled to retain any insurance proceeds or claims against an in- surance carrier relating to any such loss, injury or destruction. 10. At all times prior to the Closing Date, the Company shall continue such usual upkeep, maintenance and repair of the properties comprising the Water System as it would if it were to continue in ownership and operation of the same, and any and all expense incurred by the Company in so doing, together with any and all operational expenses incurred in connection with said properties prior to the Closing Date, shall be borne by the Company. 11. Between the date of this agreement and the Closing Date, the Company shall submit to the City for 7. approval any expenditures proposed to be made in respect of the Water System which are in excess of Fifteen Hundred Dollars ($1,500) each before incurring the same or incurring obligations therefor, for any proposed addition, betterment or extension to the Water System in excess of Fifteen Hundred Dollars ($1,500) but no such approval shall be required for expenditures for ordinary repairs and maintenance or ex- penditures that may be required to comply with the Company' s utility rules and regulations on file with the California Public Utilities Commission. or any expenditures of Fifteen Hundred Dollars ($1,500) or less for any single addition.. betterment or extension. 12. If between the date of this agreement and the Closing Date, the City shall make any street improvements or construct any public projects which require the Company to reconstruct or relocate any part of the Water System, the City shall reimburse the Company for the entire cost of such reconstruction or relocation by adding such cost to the purchase price. 13. The City agrees upon the Closing Date (i) to undertake the distribution of water to all consumers then served by the Company through the Water System, (ii) to assume as of that date any and all public service obligations now resting upon the Company in respect of the Water System, subject, however, to the right of the City to fix rates and determine conditions of service as a municipal corporation engaged in the public supply of water., and (iii) to assume all of the obligations and liabilities of the Company under those certain leases described in Exhibit D hereto . 8. 14. The respective obligations of the City and the Company contained herein are hereby expressly made subject to the condition that the sale and transfer of the properties comprising the Water System, upon the terms and conditions herein provided, shall be approved and authorized by the California Public Utilities Commission. It is understood that the purchase price herein provided is to be obtained by the City by means of the issuance and sale of water revenue bonds for the acquisition and improvement of a municipal water system which were authorized by the electorate of the City of Huntington Beach on April 30, 1963. To the extent re- quested by the Company, the City agrees to ,loin with the Company in making application' to. the Public Utilities Com- mission for appropriate authorization to consummate this transaction and the City agrees to participate at its expense in any hearings or proceedings in connection with said appli- cation. The City agrees promptly after the Company shall have obtained such authorization from the Public Utilities Commission to take all proceedings necessary to offer for sale and agrees to offer for sale a sufficient amount of revenue bonds to provide funds on the Closing Date for the purchase of said Water System. The City' s obligations here- under are expressly conditional upon the issuance and sale of said bonds. 15. The Closing Date shall be such date as may be agreed upon in writing between the City and the Company at any time subsequent to the date upon which appropriate authorization of the Public Utilities Commission is obtained, not later, however, than November 1, 1963, unless the parties 9. ' r agree in writing to extend the period for determination of a Closing Date in order to permit the City to complete ar- rangements to finance this purchase. 16. The Company agrees that while this agreement is in effect, the Company will not initiate any proceedings to change the rates applicable in respect of customers served by the Water System and will not sell or otherwise dispose of any of the properties which comprise the Water System. 17. All notices, demands or other writings in this agreement provided to be given or made or sent or which may be given or made or sent by the parties .hereto shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail addressed as follows: To Company: 11911 S. Vermont Avenue Los Angeles, California To City: City Council City of Huntington Beach City Hall , Huntington Beach, California The address to which any notice, demand or other writing may be given or made or sent to any party may be changed upon written notice given by such party as above provided. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by persons thereunto duly authorized; the day and year first above written, CITY OF HUNTINGTON BEACH By ROBERT M. LAMBERT ATTEST: Its Mayor PAUL C. JONES SOUTHERN CALIFORNIA WATER COMPANY City Clerk By PHILIP F. WALSH Its , President 10. r REAL PROPERTY DESCRIPTION: The West 5 acres of the South 20 acres of the West 60 acres of the North half of the southwest quarter of Section 26, Township 5 South, Range 11 West, in the Rancho La Bolsa Chica, city of Huntington Beach, county of Orange, state of California, as per map recorded in book 51 page 13 of Miscellaneous Maps; in the office of the county recorder of said county. ._EXCEPTIONS: 1. The use and control of cienegas and natural streams of water if any, naturally upon, flowing across, into or by said described tract, and the right of way for and to construct irriga- tion or drainage ditches through said tract to irrigate or drain the adjacent land as reserved by Alfred Robinson, Trustee, in deed recorded March 23, 1885, in book 137 page 203, of Deeds, in the office of the County recorder of Los Angeles County, California. 2. An easement for roads, railroads and ditches as reserved in the instrument above mentioned, over the West 30 feet of said land. 3. An easement over the northerly 10 feet of said land for pole lines and incidental purposes, as granted to Southern California Edison Company, a corporation, by deed recorded June 22, 1949 in book 1863 page 91 of Official Records. 4. An easement for pole lines and incidental purposes over a strip of land 6 feet in width, the centerline of said strip is described as follows: Beginning at a point on the northerly line of said West 5 acres, distant 280 feet easterly thereon from the easterly line of Golden West Street, as now established; Exhibit A - Page 1 thence southeasterly a distance of 120 feet to a point which is 65 feet southerly, measured at right angles, from said northerly line; thence continuing south- easterly, a distance of 35 feet, as granted to Southern California Edison Company, a corporation, by deed recorded May 7, 1958 in book 4279 page 341, Official Records. PRIVATE RIGHT OF WAY LANDS (ALLEYS) Lot 25 of Block E, Garfield Street addition, Lot 27 of Block F, Garfield Street addition, Lot 28 of Block D, Garfield Street addition, Lot 29 of Block C, Garfield Street addition, Lot 33 of Block A, Garfield Street addition, .and Lot 39 of Block B, Garfield Street addition to Huntington Beach as shown on a Map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, records of Orange County, California. PERPETUAL EASEMENT (RESERVOIR SITE) All right, title and interest of the Company, as successor to Huntington Beach Water Company, in and to the interest reserved by Huntington Beach Water Company by the Bargain and Sale Deed dated September 24, 1920 between Huntington Beach Water Company, as grantor, and Huntington Beach Company, as grantee, a copy of which Bargain and Sale Deed is attached hereto. Exhibit A - Page 2 BARGAIN AND SALE DEED ' Corporation THIS ININNTU Made the 24th day of September in the year of our Lord nineteen hundred and twenty BETWEEN Huntington Beach Water Company, a Corporation organized under the laws of the State of California, and having its printipal place of business .in the City of Huntington Beach, County of Orange and State of California, the party of the first part, AND Huntington Beach Company, a California corporation the party of the second part., WITNEBSETH: That the said party of the first part, for and in consideration of the sun of Ten Dollars gold coin of the United States of Americas to it in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, does by these presents grant, bargain and sell, convey and confirm unto the said party of the second part,, and to its successors and assigns forever, all that certain lot,piece or parcel of land situate, lying and being in the City of Huntington Beach,and County of Orange and State of California and bounded and particularly described as follows, All that piece and parcel of land lying in the WWI of Section 2 and the NE* of Section 39 T. 6 S., R. 11 W., S.B.B. & M., more part oularlf described' as enclosed by the following described boundary lines, to-wit: Snning at a point of compound curve, which point is N. all* 5 t 8" W. a distance of three hundred (300) feet from the northwesterly corner of Smeltser Avenue and Clay Street (now known as Summit Avenue) as shown on that certain may of .Garfield Tract, recorded on page 27-8 of Book 1 of Miscellaneous laps, Records of Orange County, California, and running thence in a westerly direction a distance of 445,058 feet from said point of beginning along the are of a .cirole of a radius of 510_.feet, the center of which circle bears South 310 281 W.. f'iaWthe point of beginning, to a point of compound curve, thlrnce southerly along the are of a circle. of 135.362 feet rA xi.* a distance -of 'W*03 feet to a point of compound curve, thence southeasterly along the are of a circle of 613*156 feet radius, through a distance of 222.950 feet to .a point of compound curves thence easterly along the arc of a oiroj of 305.543 feet radius, through a distance of 470.41 fret:'to a point of compound curve, thence northeasterly along rhe ;4 11 of a circle of 149.52 feet radius, through a distance f' 4SE7 feet to a port of compound curve, thence north- , westerly along the arc of a circle of 205 feet radius, through -a'-d stancO of 226.79 feet to the point of beginning, contain- ing 5.17 &ores. RESERVING unto the arantoir, however, the right r and easement. to use maintain, repair, renew and reconstruct the reservoir now existing on said property, together with the right to use the water mains running therefrom, and the further right to lay such additional water mains as the Company may require, adjacent to the water mains now existing and a s close tbereto as is practicable to lay the same; together also with the right to use and oprate the water well now on said pre- mises for production of water thavefrom. TO( BTAER with all and singular the tenements, hereditaments and appurtenances thersunto belonging, or in anywise appertaining, and the revbrsion and reversions, remainder and remkinders, rents, issues and profits thereof. TO HAVE OD TO HOLD , all and singular the said premises, together with the appurtenances .unto the said party of the second part, and to its successors and assigns forever. IN WITNESS WHEREOF, the said party of the first part has caused its corporate name and seal to be affixed by its Vitae President and Secretary thersunto, duly authorized the day and year in this indenture first above written. 'HUNTINGTON BEACH WATER COMPANY Sy ALEX MILLS ce-President By JAS S. LAWSHE Secretary State of California ) County of LGBANGELPS ) as. On This 24th day of September A.D. 1920 before me, C. E . Rachal, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared ALEX MILLS known to me to be the Vice President and JAS. S. LAWSHE, known to me to be the Secretary of the Huntington Beach Water Company the corporation that executed the within instrument, known to me to be the persons who executed the within instrument, on behalf of the Corporation therein named, and acknowlddged to me that such Corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and af,ftixed my official seal the day and year in this cer ificate first above written. C. E. RACHAL No. 38349 .DEED BARGAIN AND SALE Corporation Huntington Beach Water Comp► ny to Huntington Beach Company Dated Sept. 240 1920 Recorded at 'Request of Grantee Sep, 25, 1920 At 4 Min. past 10 A.M. in Book 363, page 392 of Deeds, ORANGE COUNTY hECOhDS JUSTINE WHITNEY County hecorder Fees. $1.30 JOINT PROTECTION FORM Guarantee Fund $100,000" I0eposited with Treasurer of State of California � CAPITAL AND SURPLUS OVER $350,000�� C. D\BA L. PRESIDENT D. N. KELLY. SECRETARY � is Val ss, ok if .- TELEPHONE 66 414-16 No.MAIN ST. I II Amount$— obo,ffi— Order No._90778 jl � Ld 7465-H VnItTU Vf Q71,iffit 3ngargnSp I Abstrad anb Mitts 3nouraw Tampa g Herein called the Company, for a valuable consideration, paid for this Policy of Title Insurance, 'i I AMERICAN STATES WATER SERVICE COMPANY OF CALIFORNIA, l herein called the Insured, against all loss or damage not exceeding__--_------------_-----_---�_ �! ----------------------Forty_ two Hundred Fifty-----------------'-dollars If which the Insured shall sustain by reason of title to the land described in Schedule A being vested at the ! date hereof otherwise than as therein stated, or by reason of unmarketability of the title of any insured j vestee to or in said land on account of defects, liens, encumbrances and other matters not excepted in Schedule B, or by reason of any defect in, or lien or encumbrance on said title,at the date hereof, other than defects, liens, encumbrances and other matters set forth in..said Schedule B, all subject however to the con- ditions and stipulations hereto annexed, which conditions and stipulations together with said Schedules A i and B are hereby made a part of this policy. i The Company hereby also insures each Insured owner of an indebtedness secured by a mortgage or deed of trust described in Schedule B,against loss of principal, interest or other sums secured thereby, which such Insured shall sustain by reason of any defect in the execution of said mortgage or deed of trust, or of any note secured thereby, or by reason of priority thereto of any lien or encumbrance at the date hereof except as shown by said Schedule B. i li .fan Mrsthwny N#rrraff, Abstract and Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers, this 14th day of February, 1931 at 8:45 i! A._ M. Q6A#nac at1c� J{#�¢ ��neaKance �nrrl�any. �9• / a..uif By President Attest (11ASecretary .I This Policy consists of--------4__________--pages, which are numbered at the end of each page. FORM 1191 OM 12.0.28 ' ABSTRACT AND TITLE INSURANCE COMPANY • , OWNER'S AND JOINT PROTECTION FORM I SCHEDULE A r. i I� 1. The title to said land is at the date hereof vested in fee simple absolute in t i r AMICAN STATES WATER SERVICE COMPANY OF CALIFORNIA, a corporation. 2. Description of the land, title to which is insured by this Policy: } The West five acres of the South 20 acres of the Hest SO ores of the North half (NJ) of the Southwest quarter (SWZ) of Section 26, Township b South, Range 11 West, S.-B. B. & M. , in the County of Orange, State of California. �I � II li Ii I �I �I I j II ' 11 I� l �I �I ii i 11 i� I I.; I - Page 2 of Policy No. 90778 • IORM i00■M �•T•�• ABSTRACT AND TITL[ INSURANC[COMPANY ' JOINT PROTECTION FORM I • SCHEDULE B it i is EXCEPTIONS Defects, liens, encumbrances and other matters to which said land is subject: II (1) Any facts which a correct survey and inspection of said land would show; rights or claims of parties in possession of any part of said land, easements, liens or encumbrances which are not shown by the it Official Records of (a) the County of Los Angeles, prior to August I st, 1889, the date of the formation jof the County of Orange; (b) the County of Orange; (c) the Federal Offices at Los Angeles; (d) any l II City in or adjacent to which said land is located. (2) Proceedings for municipal and district improvement, which, at the date hereof, are shown by the official records of the city in or adjacent to which said land is located, and by the official records of any district in which said land is located, but which proceedings have not resulted in imposition of a lien upon, 'i or establishment of an easement over, or adjudication of the right to a public use of, said land or any part i thereof, (3) Any action by any governmental agency for the purpose of regulating occupancy or use of said land or any building or structure thereon. • I (4) Second installment State and County taxes for the fiscal year 1930-31, due and payable. !' (5) The reservation of the use and control of cienega9 and natural streams of water and a right of way for irrigation j and drainage ditches through the hereinbefore described premises, as Contained in deeds of record. i (6) The reservation of the West 30 feet of the premises here- it j' inbefore described for roads, railroads and ditches as reserved in deeds of record. I� �I I II ;I �I l� i i I i Page 3 of Policy 80. 90778 :1 FOAM 220 OM 12.5.29 ABSTRACT AND TITLE INSURANCE COMPANY , JOINT PROTECTION FORM ;I I; if CONDITIONS AND STIPULATIONS OF THIS POLICY I CONSTRUCTION OF TERMS • I The term "the Insured" includes all named as insured on the first page of this Policy, and as to each named owner of said land (a) if a person, any person or corporation deriving an estate or interest in*said land as heir or devisee of such owner, or (b) if a corporation, any person or corporation deriving an estate or interest in said land by dissolution, merger or consoli- dation, and as to each named owner of indebtedness secured by mortgage or deed of trust described in Schedule B, each successor in interest in ownership of such indebtedness. The list of numbered "Exceptions" shown in Schedule B, is (a) as to each of the Insured a statement of defects, liens, encumbrances and other matters to which said land is subject, and (b), as to any Insured owner of indebtedness secured by mortgage or deed of trust upon said land, also an insurance of the priority, as therein shown, of the lien of such mortgage or deed of trust. RIGHTS AND DUTIES OF COMPANY UPON NOTICE OF CLAIM The Company will, and shall have the right to, at its own cost, defend the Insured in all actions or proceedings founded l upon a defect, lien or encumbrance insured against by this Policy. In case any such action or proceeding shall be begun, or in case knowledge shall come to the Insured of any claim of title or interest adverse to the title hereby insured, as insured, or which might cause loan or damage for which the Company shall or may be liable by virtue of this Policy, the Insured shall at once notify the Company thereof in writing, and if such Insured be the owner of an indebtedness, shall, at the same time, state to the Company in writing the amount of the entire indebtedness of the mortgagor or trustor to the Insured. If such notice shall not be given to the Company at least five days before the appearance day in any such action or proceeding and the right to defend such action or proceeding be not secured to the Company or if the Insured shall not, in writing, promptly notify the Company of any defect, lien or encumbrance insured against which shall come to the knowledge of the Insured, in respect to which loss or damage is apprehended, then all liability of the Company in regard to the subject matter of such action, proceeding or matter II shall cease and terminate, provided, however, that failure to notify shall in no case prejudice the claim of any Insured, if such j Insured shall not be a party to such action or proceeding, nor be served with summons therein, nor have any knowledge of such action, proceeding, defect, lien or encumbrance. In all cases where this Policy permits or requires the Company to prosecute or defend any action or proceeding, the Insured shall secure, to it the right to so prosecute or defend such action or proceeding, and all appeals therein, and give it all reasonable aid therein, and permit it to.use, at its option, the name of the Insured for such purpose. The word "knowledge" in this paragraph means actual knowledge and does not refer to constructive knowledge or notice which may be imputed to the Insured by reason of any public record or otherwise. The Company reserves the option.to pay, settle, or compromise for or in the name of the Insured, any claim insured !j against or to pay this Policy in full, and payment or tender of payment of the full amount of this Policy shall terminate all liability of the Company-hereunder. I� . I RIGHTS OF COMPANY UPON PAYMENT OF CLAIM Whenever the Company shall have settled a claim under this Policy, it shall be aubrogated to and be entitled to all rights, securities and remedies which the Insured would have had against any person or property in respect to such claim, had thisIf Policy not been made, and the Insured shall transfer or-cause to be transferred to the Company such rights, securities and it remedies, and permit it to use the name of the Insured for the recovery, retention or defense thereof. If the payment does not cover the loss of the Insured, the Company shall be aubrogated to such rights, securities and remedies, in the proportion which _ if r, said payment bears to the amount of said lose. I. The Company has the right and option, in case any loss is claimed under this Policy by an Insured owner of an indebted- news secured by mortgage or deed of trust, to pay such Insured the entire indebtedness of the mortgagor or trustor under said mortgage or deed of trust to such Insured, together with all costs which may have been imposed upon such Insured in litigation carried on by the Company for such Insured, in which case, the Company shall become the owner of, and such Insured shall at once assign and transfer to the Company said mortgage or deed of trust and the indebtedness thereby secured and '! such payment shall terminate all liability under this Policy to such Insured. i LIABILITIES OF COMPANY The Company will pay, in addition to any loss insured against by this Policy, all costs imposed upon the Insured in litigation carried on by the Company for the Ineiired, but in no case will the Company be liable for any costs or expenses incurred by the Insured in such litigation without the written authorization of the Company. If the Insured comprise more than one person or corporation, any loss under. this Policy shall be payable, first, to the Insured owner of the indebtedness secured by any mortgage or deed of trust shown in Schedule B, in the order of priority therein shown, and thereafter, to the i Insured owner of said land, provided that, whenever any such ownership, either of indebtedness or land, vests in more than one, payment shall be made to such owners ratably, as,their respective interests may appear. The liability of the Company under this Policy shall in no case exceed in all the actual loss of the Insured and costs which the Company is obligated hereunder to pay, and in no case shall the total liability exceed the amount of this Policy and said costs. All payments under this Policy shall reduce the amount of the insurance pro tanto. �. The Company will not be liable to anyone for loss or damage by reason of defects, claims or encumbrances created subsequent to the date hereof, or created or suffered by the Insured claiming such loss or damage, or for defects, claims or encumbrances existing at the date of this Policy and known to the Insured claiming such loss or damage at the date such Insured claimant acquired an insurable interest. No provision or condition of this Policy can be waived or changed except by writing endorsed hereon or attached hereto l; signed by the President, a Vice-President or the Secretary of the Company. . Page 4 of Policy No. 90778 �-=� =�„1 ��� �" - __ �___. .. _ � =- _ �_. _ - ti _ � �� -_ _ - J }� � -' l/V SAcr�s a{S 20 FlcrCS of • YV 60 Ac��-s of N$ u�sl/Y.� of Sic 26-5-�/ � � � � 26 ""'"— a ,r — __ ve_ — — — . I � � � _ i � � �i ! v � � �1 to � � � I �3�• � I � , � � � �, . � • Guarantee Fund $100,00061 Deposited with Treasurer of State of California CAPITAL AND SURPLUS OVER $350,00000 site OW151111 ;i 1. `` C. E. PARKER, PRESIDENTH.A.GARDNER,EXECUTIVE VICE PRESIDENT L� - A.J.CROOKSHANK,VICE PRESIDENT R.V.SHAFER,VICE PRESIDENT �;I�: - R.C.MIZE,SECRETARY "��';� / �' M. tt B.D.PARKER.AsST:SECRETARY • i t L�:'=r` L.R.KENNEDY,ASST.SECRETARY. — GEO.A.PARKER.TITLE OFFICER. �`l��_;.` •��� ,� ��`� j HEAD,RUTAN AND SCOVEL.ATTORNEYS Vic. !•�=q' R$coedsofI�©sAngelesandflr geCounties Complete E Amount 12,500.00. Order No. 106678-0. -GUARANTEE- Issued for the protection and benefit of HUNTINGTON BLA r. 'WATER C OMP AN Y. After a careful examiriat on of the Official Records of the County of Los Angeles, State of California, prior to the organization of Orange County on August 1st , 1889, and of the Official Records of the County of Orange, State of California, except those hereinafter men- tioned, and of the Official Records of the Federal Offices located at Los Angeles, in relation to the record title to the land herein de- scribed, the ORANGE COUNTY TITLE 00,,LPAN , i a Corporation, its principal place of business being in the City of Santa Ana, County of Orange, State of California, I H.;R&3Y GU ARANT iES in an amount not to exceed Twelve Thousand Five Hundred Dollars , that the title to the first hereinafter described land, as appears from said records, is now vested in f HUNTINGTON BEACH W'ATiR COLPAi a Corporation. Free 21 "1 I n c u w o ran c e s Exceot lst. Taxes for fiscal year 1928-1929, not yet payable. " gtnd. Q Lea.se, covering the hereinafter described and other P land, dated September 23rd, 1921, executed by Huntington } Beach Company, a Corporation, as Lessor, and Miley-Keck Oil Company, a Corporation, as Lessee, recorded October , f loth, 1921, in Book 28,. pa.;`,.e 52 of Leases, records of Orange County, California, to the record of which reference is hereby made for particulars . Tote Certain instru:r,ents a:)pear of record affecting or purporting to affect the interest of the Lessee under said lease, but no Guarantee is made as to the e+- fect of the s_ aie, or as to t;:e present ownership or condition of said leasehDld estate. Except 3rd. A Right !2-f 11y `'or pipe lines to be laid !Dn a strip of land 8 feet wide, lying West of , parallel with and immediately adjacent to the East line of Lots Two (2) and Four (4). here- inafter described, as conveyed by the Hunting;ton Beach Company to the Standard Oil Company by deed recorded December 15th, 19132, in Book 445, page 267 of Deeds, records of Orange County, California. 4th. . A Right of Way from time to time to lay, construct , maintain, operate, repair, renew, change the size of and remove -.ipe lines .for transportation of oil , petroleum, gas or water , with right of ingress or egress to and from same over and through, under or along a, strip of land 10 feet wide, lying South of, parallel with and immediately adjacent to the North line of Lot Two ( 2) hereinafter described, as `r­n-i ed by the Huntington Beach Company to the Standard Oil Coiupany by deed recorded October eth, 1924, in Book 544, na.ge 130 of Deeds , records of Oranq;e County, California,. 5th. An &greeinent , dated February 3rd, 1922 , executed by the Huntin: ton Beach Company, a Corporation. and Petroleum •i:idway Company, Ltd. , a Corporation, relating to a license to recon- struct etc. a pipe line for conveying '-a.s on nortion of the hereinafter described land, recorded January ;;;; th, 19:.;5, in -2- Book 561, page 135 of Deeds , records of Oran:-,'e County, C-ilifornia. D=SCRIPTTON- All that certain real property situated in the City of hur.tington Beach, County of Orange, State of California, described as follows: - Lot Two (2) and the East one-half (EL) of Lot Four (4) of "Tract No. 7711 , as shown on .a Map recorded in Book 10, page 20 of Miscellaneous daps, records of Orange County, California.. -Excepting therefrom all oil , gas, asphaltum and other nvdrocarlbon substances in or under the above described 'plroperty. ote. No examination has been made as to City Taxes or assessments. and the title to the land next hereinafter described is now vested in �UTyR =APAiJY, a, Cor.Por.ition. Free gi . I n c u rn b r a n c e s. Extent lst . State Corporation Franchise Z�Lx for the year 1928, n::t examii,ed. 2nd• Taxes for fiscal year 1826-1929 , n')t yet pa.yabl e. n An Agxe gent ina.de by tte Huntington Beach Company, a. Corpora- tion, with the Standard Oil Co.-atany, a.. Corporation, cunt fried in that certain lease of property adjoining the land next hereinafter described, dated. Septetnb,r 27th, 1919, in which the B3.id Huntington Beach Company is Lessor, and the said. Standard Oil Company is Lessee, recorded October 6th, 1919, in Book 11 , page 217 of Leases , records of Oran,_;e County, C:-i.l if ornia, as raodif ied by an instrument executed by said Companies, dated October 21st , 1920, recorded November 9th, 1920, in Book 15, pace 322 of Leases, records of Orange County, Califor_,ia, said Huntington Beach Coa,pany will not sink any well or �per:nit through lease or otherwise the sinking of any well on any of its lands adjacent to the lands covered by said lease at a less distance th._in 150 feet from the boundaries of said leHsed lards. -DSSCalPTION- The right and easement to use, maintain, repair, renew and rec-,n- struct the reservoir now existing, together with the right to use the water mains running therefrom, and tr:e further right to lay such additicnal water mains as the Huntington Beach Water Com:.any :nay require, adjacent to the water mains now existing and as close thereto as practicable to lay the same, together with the right to use and ocara.te the water well for ; roduction of water therefrom all on the following described pro .erty, to-wit :- All that certain real property situated in the County of Orange, State of California, described as follows: ti portion of the North-west quarter (Vil of Section Two ( 2) and the North-east quarter (NE 4) .of Section Three (3) , both Sections being in Township Six (6) South, Range Eleven ( 11) `.hest , S. B. B. & Y. , particularly described as follows: Beginning at a point of compound curve which point is North 810 561 8" West a distance of 300 feet from the North-westerly corner of Smeltzer Avenue and Clay Street (now known as Suir_.mit Avenue) sh awn on a Map of Garfield Street Addition to Huntington Beach, recorded in Book 7 , pages 27 and 28 of Miscellaneous Maps, records of Oran--e County, California, and running thence in a 'westerly direction a distance of 445.058 feet from said point of be-inning along the arc of a circle' of radius of 510 feet , the center of which circle bears South 310" 281 West from point of begin- ning, to a point of compound curve; thence Southerly along the arc of a circle of 135. 362 feet radius, a distance of 240.03 feet to a 1:)o _nt of compound .curve; thence South-easterly alon,, tree arc of a circle of 613. lb6 feet radius through a distance of 222. 950 fe_:t to a point JI comp:-,und curve; thence Easterly along the arc of a circle of 305.543 feet radius through a dist...nce of 470.41 feet to a ooi.at Of corrip..und curve; thence -4- North-easterly along a are of a circle of 139.52 feet radius, trirough- a distance of 86.74 feet to a point of compound curve; thence North- westerly along the arc of a circle of 210 feet radius through a distance of 226. 79 feet to the -.point of beginning, containing 5. 17 acres, more or less, as reserved in the deed from Huntington Beach dater Company to the Huntington Beach Company recorded September 25th,. 1920, in Book 363, page 392 of Deeds, and. re-recorded .October 16th, 1923, in Book 45.9 , page of . Deeds, records of Orange County, California. and the title to the land next hereinafter described is now vested in HUNT INGTON BEACH W ATIR COMP N , a Corporation, by deed dated July 5th, 1921, from Huntington Beach Company. Free of all Incu «, branc es . Except slat. State Corpozation Franchise Tax for the yezr 1928, not examined. 2nd. Taxes for fiscal year 1928-1929, not yet payable. ` -DESCRIPTION- All that certain real property situated in the City of Huntington Beach, County of Orange, State of California, described as follows:- Lots One (1) , Three ( 3) , Five (5) and Seven ( 7) in Block Seven Hundred Twelve (712) of "Wesley Park Section, Huntington Beach", as shown .4 on a Map recorded in Book 4, page 1? of Miscellaneous Maps, records. of -9 Orange County, California. Excepting therefrom all mines , minerals, oils, gases and other hyuro- carbon substances under said property with the power to take said minerals, oils and gas from under said .property and to lay and repair pipes for conveying said minerals, oils or gas over. and across said property and to erect upon said property any buildings , structures, machinery or other appliances incident to the recovery of said minerals -5- oils or gas from said, lands, as excepted in the deed for said lots from Huntington Beach Company to Huntington Beach Water Company, dated July 5th, 1921 , recorded July 14th, 1921, in Book 401 , page 581 of Deeds, records of Orange County, California, which deed provides that n.Dthing c::ntained in said reservation shall entitle grantor to actually drill any . well for oil or gas or other mineral upon said _)rewises and all of said mineral operations shall be conducted in a- manner so that at all times grantee shall have . full and absolute right to explore for and produce from said land water without liiAtation, and to operate and produce from any water well placed uvon said land, water for its uses. . 'ote. . No examination has been made as to City Taxes or assessments. and the title to the land next hereinafter described is now vested in HUIVTIIvGTON BEACH WATZR CQkFA .Y, a Corpor,!t ion. Free Q, ,&U I n c u m o r a n c e s. Except Est . State Corporation Franchise Tax for the year 1928, not examined. 2nd. Taxes for fiscal year 1928-1929, not yet payable. -DESCRIPTION- All that certain real property situated in the County of Orange, State of California, described as follows, to-wit :- Lot Thirty-three (33) in Block "All ; Lot Thirty-nine ( 39) . in Block "B" ; Lot Twenty-nine ( 29) in Block "C" ; Lot Twerity-eight (28) in Block "D" ; Lot Twenty-five ( 25) in Block 11E" and Lot Twenty-seven ( 27) in Block ''F" all in "Garfield Street Addition to Huntington Beach" , as shown on a Map recorded in Book 7, pages 27 and 28 of Miscellaneous Maps, records of Orange County, California. Blocks "C" , "D" , and "F1' are subject to the reservation of the use and control of ci enegas and natural streams of water , if any, -6- II i naturally upon, flowing across, into or by .said described tract, and subject to the right of way for and to construct irrigation or drainage ditches through said tract to irrigate or drain the adjacent land. Subject to an easement over the rear 4 feet of all of said lots for water mains for irrigation purposes and for pole lines as shown on said Map. Said Lot Thirty--three ( 33) in Block "A" , Lot Thirty-nine ( 39) in Block UB" , Lot Twenty-eight (28) in Block "DII and Lot Twenty-nine ( 29) in Block "C" are subject to a right of way as granted to the Standard Oil Company by deed recorded in Book 377, page 303 of Deeds, records of Orange County, California. Said Lot Twenty-seven ( 27.)- is . subj eat to a right of way as granted to the Standard Oil Company by deed recorded in Book 447, page 335 of Deeds, records of Orange County, . California. Subject to easements, franchises and licenses affecting a portion of said lots as recited in the assignment from Amalgamated Oil Company to Associated Oil Company recorded in Book 533, page 1 of Deeds , records of Orange County, California. This Guarantee is issued upon the stipulation that the liability of this Company shall In no case exceed in all the amount stated on the first page hereof and shall In ell cases he limited to the actual loss of she persons and corporations for whose protection and benefit this Guarantee Is Issued as their respective interests me appear provided,that each subsequent owner or pledgee of any indebtedness secured by mortgage or deed of trust shown herein,shall be entitled to,and shall have 51 the protection,rights and remedies secured to the original owner thereof by the Issuance of this Guarantee. This Guarantee does not include an examination of or report on,or guarantee as to' Reservations in Federal or State Patents,building contracts,crop or chattel mortgages and recitals contained therein,water rights,mining claims,or matters affecting title resulting therefrom. Action byerem.any gove any structure tlrnment or public agency for thejpurpose of regulating,restricting or controlling the occupancy or use of the lend herein described or The records of any local district or city other than the City of Santa Ana,and taxes,assessments and bonds of any such district or city,other than said City of Santa Ana,not now due and payable to the County Tax Collector,and in the City of Santa Ana onlyafter the ant has become a record lien. The validity or legality of any tax sale,public assessment,lease,easement,declaration of homestead amount attachment,provision in deeds relating to the use of the land or money Judg ment mentioned herein. Liens for any Inheritance Tax on property transferred in contemplation of death,until notice is shown by the official records of the County of Orange, that proceedings for the collection of such tax have been commenced. Matters not shown by the official records covered hereby. JU WtAtUROM 011ttfOt the Orange County Title Company has caused these presents to be signed by Its duly authorized off'wers, under its Corporate Seal,this 4th day of October, 1928, at 8:00 A. M. ORANGE U ITLE ZaMPANY EGP:HRN By" rtwla.t� By.. _ ra.ry } 1 _ � 4 \Q , a, Z as Ti-nc /Yo. 77 Wv •fro V h � 0 0, h .s' i OuANus CouNTY TITLE COMPANY i �AA a O - rC'. ¢ /7 'W7..A •° b OYwxos Cooxrr IYrix Coivwxr j i I I i i AA Y `f•�Y� o der• 7 .4s l�•.tB .D✓•Cs. .a✓ows. o.Co.Gb/• �o J 0 tee. _ .. .. .. .. _ .. .. .. .. ar• G• aa. .. 4A, Ou"oB CovirrR•Ix7LE Comp"y Y r . i c O k-:.-.. INN. - a p•o +�, �' o B�. 9 � axis files. irla�+• o.cb Qs/. I �d 1 1 Gel � qlp Su Jib jlj I I v Q I 7 1\ I Ir 4I I ` 0RANaR Cotrwm TITLE COMPANY r • . ' 1 PERSONAL PROPERTY 1. Vehicles 1954 Chevrolet 1/2 Ton Pickup (Serial No. 454L012084) .1957 Chevrolet 3/4 Ton Pickup (Serial No. 3E57L105455) 1961 Falcon 2 door Sedan (Serial No. 1R11U164686) 2. Power Tools 20' - 1-1/2" Suction Hose Schramm 105 Air Compressor 1 Schramm BT 32 Tamper 133 S. M. Multwane Drill 1 Thor #18 Clay Digger 1 Gardner Denver Model Diggers 1 Gorman Rupp Pump 3. Office Furniture Company Sign Straight Back Chair Sofa Lounge Wicker Frame Drinking Fountain Stub Cutter Counter with 2 Cash Drawers Floor Safe Desk 6 Drawers Desk 3 Drawers Adding Machine - Split Carriage Typewriter 15" Carriage Sec. Posture Chair Sec. Posture Chair Wall Heater - Gas Desk 6 Drawers File Cabinet 4 Drawers Arm Chair Swivel Chair Straight Back Chair Straight Back Chair Adding Machine - Hand Operated Desk 6 Drawers Arm Chair - Swivel Straight Back Chair - Swivel Straight Back Chair - Swivel 14" Royal Typewriter #52 Flewelling Oak Stand 4. Communication Equipment Mobile Radio Units #A-53315 Mobile Radio Units #67901 1 Base Station 1 Table Model Radio Exhibit B - Page 1 5• Tool Shop and Garage Equipment Expendable Tools Welding Outfit 1 Weld Tip 1 Weld Tip 1 Wallace & Tierman Comparator 1 A7393 Aerol Hand Pump 1 Gauge Yodel 1 G "531 1 Rigid OOR 1%8 1 Acme Gas Mask 1 A7393 Aerol Street Hand Pump 1 #2 Vulvan Chain Vise 1 #045 Columbian Bench Vise 1 CM 678 Acme Gas Mask 1 Gauge Model 1 G53O 1 E-4 Machine Master Electronic hitch-leak Detector 1 24 Hr. Recording Register Exhibit B - Page 2 MAIN EXTENSION REFUND AGREEMENTS Date Type Amount Refunds Balance Due of of of Made to as of Name Contract Contract Advance 12-31-62 12-31-62 State of California and City of Huntington Beach 12-15-48 35% 30-year $ 11,058.86 $ 6,500.82 $ 4,558.o4 Ralph E. Welch 5-5-54 35% 10-year 2,913.00 557.28 2,355.72 Atlas Builders 8-14-62 65% 10-year 4o8.00 1.87 4o6.13 William C. Bray 1-19-62 65% 10-year 539.81 - 539.81 Ben Capocciama 6-26-59 65% 10-year 2,753.00 2,o96.7o 656.40 Huntington Beach Union High School 12-27-57 65i'o 10-year 4,0Z5.83 - 4,075-83 Lester R. Peterson 2-15-61 65% 10-year 292.49 - 292.49 Anaheim Realty, Inc. 6-2-59 22% 20-year 12,944.40 1,362.24 11,582.16 Chip & Norma Lee Chasin 1-25-61 22% 20-year 1,574.00 179.73 1,394.27 Evans Building Co. 10-2-59 22% 20-year 7,512.00 780.02 6,731.98 Fernhill Homes 12-11-61 22% 20-year 5,447.77 - 5,447.77 Fernhill Homes 5-7-62 22% 20-year 2,750.00 317.57 2,432.43 Harper Development Co. 7-1-60 22% 20-year 6,383.46 239.32 6,144.14 Southern California Edison Company 8-27-56 22% 20-year 61,500.00 17,825.34 43,674.66 Terril Investment Co. 10-17-60 22% 20-year 4,337.00 144.86 4,192.14 Total $124,489.62 $30,005.65 $94,483.97 Exhibit C LEASED PROPERTY 1. Office Lease 220 Main Street, City of Huntington Beach, dated January 1, 1961 for five (5) years. Copy attached hereto. 2. Lease of Booster Station site Dated September 15, 1949 for period of fifteen (15) years. Copy of lease and description of property attached hereto. Exhibit D J 1 L8A8 $ �; � .. ... . ... .A. THIS LEASE, made in duplicate this lot day of January;e 3 1961, by and between MC CALLEN REALTY SYNDICATE, a co-p artnership 4 consisting of M. M. McCallen, H. H. Mcvicar and Hazel L. Rood, 6 as co-partners, herein known and designated as Lessor, and 8 ? SOUTHRRN CALIFORNIA WATER COMPANY, a corporation organized and 8 existing under and by virtue of the laws of the State of Call- 9 fornia, herein known and designated as Lessees 10 WITNSSSETHs 11 - WHEREAS, the Lessor owns that certain real property 12 hereinafter described, together with the building thereon, which 13 said property is located at 220 Main Street in the City of 14 15 Huntington Beach, County of Orange, State of California; and 16 WHEREAS, said real property, above mentioned, is 17 described as follows: 18 All of Lot Twenty (20) in Block Two Hundred Three 19 (203) -of Huntington Beach, as per map recorded in Book 3, Page 36 of Miscellaneous Maps of Orange 20 County, California. . EXCEPTING THEREFROM the South- westerly 6� inches thereof; 21 and 22 23 WHEREAS, Lessor desires to lease said premises and 24 improvements -to Lessee, and Lessee desires to lease said property 25 and improvements from Lessor; 26 NOW, THEREFORE, in consideration of the premises, and 27 of the covenants and agreements herein contained, and the rental 28 - herein agreed to be paid, and the faithful performance of all of 29 the covenants and conditions herein agreed to be performed, Lessor . 30 31 does hereby lease and demise, and the Lessee does hereby agree to 32. accept and take the above described real property and improvements -1- 1 for a term of five (5) years, commencing on the lot day of January, 2 19618 upon the terms, conditions and agreements herein expressed; 3 (1) Lessee " agrees to. q pay the rent herein reserved at 4 the times and in the manner herein, provided, and to observe and 5 . perform all of the terms and conditions herein contained, and the 8 7 Lessor covenants and agrees that during the term of this lease the 8 Lessee shall have peaceable possession of said demised premises. 9 (2) The term of this lease shall be five (5) years from 10 the lot day of January, 1961, and shall terminate on the lot day 11 of January, 1966. 12 3) The rent to be( paid by said Lessee to the Lassos for 13 said demised premises is the sum of Nine Thousand ($9,000.00) Dollws 14 for said term, utich said rental shall be paid in monthly install- 15 18 ments of one Hundred Fifty ($150.00) Dollars each, due and payable 17 on the lot day of each and every month hereafter, beginning January 18 1, 1961. Receipt is hereby acknowledged of the sum of One Hundred 19 Fifty ($150.00) Dollars, representing the "first month's rent. 20 (4) Lessee covenants and agrees that the demised prem- 21 Lees shall be used for the purpose of carrying on the business of 22 water company, and for no other purpose except with the written 23 24 consent of the Lesson Lessee agrees that it shall not use or 25 suffer said premises to be used for any purpose that may tend to 26 injure said premises in any wise whatsoever, and Lessee shall not 27 use said premises in violation or contravention of any laws of the 28 United States of America, State of California, County of Orange or 29 the City of Huntington Beach or any other proper governmental 30 31 Authority; Lessee agrees to save and hold Lessor harmless from an 32 malty or damage or claim of any kind by reason of the violation - 2 - i I I i 1 of any of the terms or covenants of this lease, whether occasioned 2 by Lessee or any person or persons holding under or acting for and 3 with the consent of Lessee. 4 (5) Lessee has examined the aforementioned premises and 5 does hereby acknowledge that the same are in good order and condi- 6 7 tion, and Lessee agrees to maintain, throughout the term of this 8 lease, said premises in good order and condition. 9 (6) The Lessee will pay the said rent reserved to the 10 Lessor at Huntington Beach* California, or at such other place or 11 places as slay be designated from time to time by the Lessor at the 12 time and in the manner provided as aforesaid for the payment 13 thereof; without deduction or delay; and in the event of the 14 15 failure of the Lessee so to do, or in the event of a breach of any is of the other covenants or agreements herein contained on the part 17 of the Lessee to be kept and performed, it shall be lawful for the 18 Lessor to re-enter into and upon the said premises, and every part 19 theraof, and to remove all persons- and property therefrom, and to 20 repossess and enjoy the said premises. Any re-entry or re-possession 21 22I of said premises by the Lessor, or any notice served in connection 23 therewith, or for the money due the Lessor hereunder, shall not 24 operate to release the Lessee from any obligation under this lease, 25 except with the written consent of the Lessor. 26 If the Lessee shall be in default in the performance of 27 any condition, covenant or agreement herein contained, or shall 28 abandon or vacate said premises, besides other remedies or rights 29 the Lessor may have, it shall be optional with the Lessor to re-let 30 31 the said premises, or any portion thereof, for such rent and upon 32 such terms as the Lessor may see fit, and if a. sufficient sum shall 3 - 1 not be thus realized after paying the expenses of such relettiiig 2 and collecting to satisfy the rents hereby reserved, the Lessee 3 agrees to. satisf and a an deficiency* and to 9 Y pay Y cY, pay the expenses 4 of such reletting and collecting,, including any and all attorneys' 5 fees and-real estate conwissions. 6 7 Time is of the essence hereof. 8 (7) Lessee will not assign this lease, or any interest 9 therein, and will not lease or underlet the said premises, or any 10 part thereof,, or any right or privilege appurtenant thereto, with- out the `written consent of the Lessor first had and obtained, .and 12 a consent to one assignment or subletting shall not be construed as 13 e consent to any subsequent assignment or subletting. And it is 14 15 hereby mutually covenanted and agreed that, unless such written 16 consent thereto has been so had and obtained, any assignment or 17 transfer, or attempted assignment or transfer, of this lease, or of 18 any interest therein, or underletting, either by voluntary or in- 19 voluntary act of the Lessee, or by operation of law, or otherwise, 20 shall at the option of the Lessor terminate this lease= and any 21 such purported assignment (by death excepted) , transfer, or under- 22 23 letting, without such consent, shall be null and void. The Lessor' 24 consent to any such assignment, or subletting, shall not relieve 25 the Lessee from any obligation under this lease, unless the Lessor 26 expressly agrees in writing to relieve the Lessee from such obliga- 27 tion. 28 (8) The Lessee will permit the Lessor and its agents to 29 enter into and upon said premises at all reasonable times for the 30 31 purpose of inspecting the same, or for the purpose of repossessing 32 said premises, or for the purpose of making repairs, alterations or additions to any portion of said building, without any rebate of - 4 - i a 1 rent to the Lessee for any loss of occupancy or quiet enjoyment of 2 the premises thereby occasioned= and will permit the Lessor at any 3 tine after thirty (30) days prior to the expiration of this lease 4 to lace upon said p po premises any ordinary "To Let" or "To Lease" 5 sign. The Lessee will permit the Lessor, or its agents, upon any 6 default or violation under this lease by the Lessee to remove any 7 8 sign, or signs, on said premises, and substitute therefor any sign, 9 or signs, which the Lessor may deem advisable. 10 (9) The Lessee, as a material part of the consideration 11. under this lease, does hereby assume all risk of injury, or damage 12 to persons or their pe property, in or on -the said premises from every 13 source& and the Lessee will hold the Lessor harmless on account of 14 any such- damage or injury. 15 16 (10) The Lessee will pay for all water, heat, light and .17 power supplied to the said premises. r 18 (11) on the last day of the said term, or other sooner 19 termination of this lease, the Lessee will peaceably and quietly 20 leave, surrender, and yield up to the Lessor. all and singular the 21 said premises, with. the said appurtenances and fixtures, in good 22 order, condition, and repair, damage by irresistible superhuman 23 24 cause excepted. 25 (12) in case suit shall be brought for an unlawful de- 26 tainer of the said premises, for the recovery of any rent due under 27 the provisions of this lease, or because of the breach of any other 28 covenant, promise, or condition therein contained, on the part of 29 the Lessee to be kept or performed, the Lessee will pay to the 30 31 Lessor a reasonable attorneys' fee, which shall be fixed by the 32 court as part of the costs of such suit. Upon the filing of any 5 - 1� i JF 1 action for unlawful detainer, or any other action by the Lessor 2 against the Lessee . under the terms of this lease, the court may 3 appoint a.receiver without notice to the Lessee, to take possession 4 of the said premises, operate any business thereon conducted by the 5 Lessee, or terminate said business, remove the goods, chattels and 8 fixtures of the Lessee therefrom, and conduct any other business 8 thereon, and collect any rent that may be or become due from any 9 sub-tenant, pay all operating and court expenses, and hold the 10 balance, if any, during the pendency of said action. 11 (13) The waiver by the Lessor of any breach of any term, 12 covenant or condition herein contained -shall not be deemed to be a 13 waiver of any subsequent breach of the same or any other term, 14 covenant or condition herein contained. The acceptance of any pay- 15 16 msnt from Lessee by Lessor or of any performance of this lease by 17 the Lessee after such breach shall not be considered and deemed 18 to be a waiver of such breach unless such waiver is made in writing 19 by the Lessor. 20 (14) The covenants and conditions herein contained shall ' 21 subject to the provisions as to assignment, apply to and bind the 22 23 heirs, executors, and assigns of the parties hereto. 24 (15) Lessee shall not be entitled to any money uhatsoeve 25 by reason of any judgment had or award obtained for the destruction 26 or condemnation of the demised premises or leasehold estate and the 27 Lessee's interest therein by eminent domain proceedings, except that 28 %dhere the part of any award or judgment is made on account of the 29 destruction or condemnation of any building or other structure con- 30 31 structed on the premises herein demised, by the Lessee, Lessee shal 32 be entitled to that part of the judgment or award so wade for the condemnation of or destruction of any such building or other struc- - 6 - tune or part thereof as may have been erected by the Lessee at 1 Lessee•s cost and expense. 2 . (16) That in the event of fire or earthquake_, or other 3 casualty, - which shall cause substantial damage to said demised 4 5 premises, the Lessor and/or the then owner thereof, shall not be 6 under obligation to restore and rebuild said premises, but may elect 7 to terminate this lease and in case such fire, earthquake or other 8 casualty shall render said premises uninhabitable or undesirable for the for rich leased and used purposeby Lessee, the said Lessee may,, 10 at its option, terminate this lease, and upon such termination by. 11 either party hereto, the Lessee shall not thereafter be liable for 12 13 any further rent hereunder, except for rent actually accrued prior 14 thereto. 15 (17) In the event of fire or earthquake or other casualty 18 which shall cause only partial damage or damage which, in the dis- 17 cretion of Lessor, Lessor is willing to repair, and such repairs 18 can be made within a period of not to exceed sixty days, then 19 Lessor may have the right to demand that -the lease continue in full 20 21 force and effect,' but that the rent during such period of repairs 22 or reconstruction shall be abated or suspended. 23 (18) The remedies contained herein and granted to the 24 Lessor shall be deemed to be cumulative to any and all remedies now 25 or hereafter provided by law. 26 IN WITNESS WHEREOF,, the parties hereto have executed this 27 lease as of the date herein first written, in duplicate, .the Lessee 28 29 having caused this lease to be executed by its officers thereunto 30 duly authorized under its name and corporate seal. 31 BOW=RN C FORNIA WATER COMPANY �7.k*lWc0 REALTY SYNDICA 32 By B Pros dent _._._ - alien, Co-Partne BYE_ LESSOR Secretary 1 . .= .;� lhis MZitTMM OF LXAMv dated this 15th day of September, 1949, between HUNTIDT8T01T MACH CONPANT, a California corporation (hereinafter called "Lessor") with an office and place of business at 1210 Main Streot, Huntington Beach, California, Lessor, and SOVMM CALIFORNIA WATER CONPANt, a California corporation (hereinafter called "Lessee") with its principal es ecutive offices located at 950 Bendiz Buildings, 1206 South Haplo Avenue, Los Angeles 159 California, That for and in consideration of the payment of the rents hereinafter pro- vided and of the performance of the cow ants, conditions and agreements hereinafter eomtained, Lessor does heroby lease and demise unto Lessee and Lessee does hereby rent and hire from Lessor that certain unimproved parcel of land situated in the County of Orange, State of California, described as follows: That part of the parcel of land in said County of Orange, conveyed by deed recorded August 290 1917, in Book 303, Page 229, of Doede, records of said County,, and designated therein as parcel No. 1, described as follows Beginning at a point of compound curvature in said parcel, said point being common to the curves of radius 613.156 feet and 305.543 feet, respectively, thence Easterly along the cum of radius 305,543 feet, 76*00 feet to the true point of beginning, thence N. 170 281 09" E. 70900 fist, thanes S. 720 31.1 510 E. 77.79 feet, thence S. 170 281 09" W. 70.00 feet to a point in said curve of radius 305.543 feet, thence Westerly along said curve 78 feet more or less to said true point of boginnlag: TO HATS AND TO HDID .said demised premises unto the Lessee, its successors and assigns, for the tors and upon the conditions, covenants and agreements herein- * after set forth. 1. The term of this lease shall be for a period beginning on the date hereof and continuing for 15 years and thereafter from year to year until said term and this lease shall be terminated by written notice from either the Lessor or the Losses to the other thereof given at least one year prior to the date of such termination to be specified in such notice. 2. M. As rent for said demised premises Lessee shall pay to Lessor the sum of ton dollars ($10) r year. Such rent for each earl rental period shall per yearly be payable in advance on or before the first day of the yearly rental period with respect to; which such rent is so payable. 36 IISe OF p . Said demised premises shall be used exclusively as, a site for a booster plant in connection with the operation of a public utility water business.- Lessee shall cause all laws# ordinances and other requirements of any gowrmmental authority applicable to the use or condition of said demised promises to be fully met and supplied with without cost to Lessor. �. IMPBQ • Losses accepts said demised premises in their present condition and Lessor shall be under no obligation to make any improvement thereof or otherwise to pat said demised premises in condition suitable to or requited for any use to be made thereof bV the Leosoe. The Leosse, at its option, may at any time or from.time to time during the term of this lease makes install, alter or change the location of any buildings, structures, machinerys pampa, plants or fixtures or other Improvements or equipment of any kind or character upon said demised premises for use thereon in the operation of the public utility water business; provided, howeveare that such improvemonts do not interfere, with existing facilities located on said demised promises, The cost of makings installing, altering or changing the location of any mob buildings, structureos machinerys.pumpos plants, fixtures or other imm provements or equipment shall be borne by Lessee and losses shall hold Lessor harm~ less ffrom and against all liability based upon or arising out of any mob soot* losses, shallporompt,ly disebarge or cause to be discharged any and all rehanleaf liens or similar charges which may arise or be elalmed on account of any such oostoo 22' the event of Urs"ation of this leases the Lesses shall promptly commence the removal of all buildings, strueturees maohinerys puspas plantar fixtures, and other improvements or equipment installed by Lessee upon said demised praises and shall diligently continue the work of such removal until it is completed. The lose" shall restore said demised promises to as near their original condition u to reasonably practicable and shall leave said -demised premises in a neat, clean and orderly condition. If the Lessee fails to remove such facilities or any thereoftor !ails to restore said demised promises)with3s sixty days after termination of this leaser then the Lessor may elect to take title to such facilities or any thereof — 2 - • r J ' Without payment by or cost to the Lessor, or may cause such facilities or any thereof- to be removed and disposed of and said demised premises to be restored, all at the expense of the Lessee. The Lessee shall pay to the Lessor upon demand the entire expense of ouch removals, disposition and restoration and the Lessor shall nob be or bo. held liable or in any way responsible for any eapenes, loss or damage to the Lessee resulting from such removal, disposition or restoration. �• • So long as any of the aforesaid buildings, structures# machinery# pampas plants# fixtures and other improvements or equipment shall .remain the .property of the Lessee# all tame and assessments levied thereon shall be paid before delis- usnay bpi the Lessee. Lessor shall pay before delinquency all taxes levied and assessed upon the above described land hereby leased to Lessee, 6. e��rICg CHARMCS. Lessee shall pay for all charges for telephone, elestrieity, water or other public utility services rendered at its request to the daimised premises by any third party and shall bold the Lessor harmless from and against all.saoh oharges. 7. NOW If Lessee shall fall to pay rent as herein provided whas the same besamss due and payable or shall fail to observe or perform any other covenant# condition, or obligation of this lease on its part to be observed or perforaed, than in any such event Lessor shall have the right to enter into possession Of the demised premises and to remove all persons and property therefrom ands at the option of Lessor, to terminate this lease, The foregoing enumeration of rights and Ysom lea of Lessor shall not be exclusive, but in addition thereto Lessor sup► exercise any.and all other rights and remedies to which it is legally entitled by reason of any failure or default hereunder on the pert of Lessee. All such rights and remedies of lessor shall be cumulative and the exercise of one thereof by Lessor, shall not impair its right to any other thereof. The waiver by lessor of any breach of any term, condition, covenant or provision of this lease shall not be deemed to be or constitute a waiver of any other breach thereof. S. &UIGNE, • The Lessee shall not sell or otherwise dispose of My building or other struoture now or hereafter located upon the demised premises or sell or assign this lease, or any part thereof# or interest therein# or sublet or — 3 • undarlat the demigod premises in whole or in part, or become associated with any other parson, directly or indirectly, as partner or otherwis, in regard to Lssseess Interest in, to or, under this lease, or permit anyone to occupy said premises or aqy part thereof in place and stead of Losses, or occupy the said promises or any part thereof as trustee of an express or implied trust for any person whomsoever, without the written consent of the Leeeorf no written consent by the Lessor hereunder shall be deemed a waiver by the Lessor of any of the provisions hereof, ozoept to the extent cf. such consent. And any assignment of this lease or any interest therein or by operation of law, by any process or proceeding of any court, or by attachment, eamoution,' vr000edings in insolvency or bankruptcy, whether voluntary or Anvolnatarg, or receivership or reorganisation or composition proceedings, shall .constitute a breach of the covenant against the assignment of lessee's rights here- under* 91, • The Iwssee agrees to hold the lessor and its present and future subsidiaries harmless from and to iadesniiy them against any and all damage to or loss of propertys or injury to or death of persons, that directly or indirectly mai be sausid by or arise or result from Lessee's occupancy or use of said preaises, or the enjoyment of any of the rights hersin, or the breach by Losses of any of Lessee's obligations hereunder, irregpeotive of gay negligence of Lessor. The Lessee also agrees to hold the Lessor and its present and future subsidiaries harmless from and to indemaM then against any slain for damage to or loss of any buildinges structures I or other property ofthe Lessee in, on, and about the tail deaised.promisee, or injury to or death of any person on said premises on behalf of or at the invitation.of the Lessees whatbar sash claim arise out of the negligence of t1n &come;• or its present or futuv subsidiaries, or otherwise* 10,. Any notice with respoet, to any matter covered by this leas shall for all purposes be deemed to have been properly and sufficiently given it Dent by mail addressed, In the ease of a notice to Lesse, to it at its address hertinabovr givens ors in the case of a notice to Lessor, to it at Box 1101p Huntington Beach, California. Either party may at any time give notice to the a ' �► • other party of a change in the address to which notices thereafter shall be sent to the party giving notice of such change. This lease is made subject and subordinate to all the terms, covenants, and conditions of that certain oil and gas lease between Huntington Beach Company, an Lessor, and Amalgamated Oil Company, as Iwseee, dated Ootflber 12, 1920. IN WITNZSS WHEREOF, the parties hereto have executed this lease the day and year first above given. HONTINGTO BEACH COKPANY wsa. Pre ident BY. •f AS,'%'15TANT Secretary . (LE980it) SOUTHERN CALIFORNIA WATER COMPANY BY -' Presides By Seereta:7 - s - TIDE WATER ASSOCIATED OIL COMPANY, successor in interest of Amalgamated Oil Company, Lasses named in that certain oil and gas lease dated October 12, 1920, between Huntington Beach Company and said Amalgamated Oil Company, covering, among other lands, the lands described In the foregoing booster plant lease dated the 15th day'ef September, 19490 does hereby consent to the making of said booster plant lease with the understanding that said booster plant lease shall be subject to the terms, covenants and conditions of said oil and gas lease dated October 12, 1926s, and further, subject to the proviso that all of the eovenantes terns and conditions in said booster plant lease dated the 15th day of September, 1949, contained, except the right of Huntington Beach Company to receive the rental as provided for in said booster plant leaset shall inure to the benefit of said Tide Pater Associated Oil Company., as well as to the benefit of R mtIngtou Beach Company, Southern California Dater Company, the Lessee named is said booster plant lease dated the 15th day of September, 1949, hereby aseepts said consent subject to the aboveloonditien and provisions and agrees to be bond by and perform the same. DATED this day of , 1949• p TIDE WATER ASSOCIATED OIL COWPAU SOUTHERN CALIFORNIA WATER COMPANY B 1 E PRESIDENL ��„� NON-OPERATING PROPERTY (EXCEPTION) DESCRIPTION: Lot Two (2) and the East one-half (E 1/2) of Lot four (4) of Tract No. 77, as shown on a map recorded in Book 10, Page 20 of Miscellan- eous Maps records of Orange County, California. Copy of Title Policy attached. Exhibit E CORPORATE GRANT DEED FOR A VALUABLE CONSIDERATION, receipt whereof is hereby acknowl- edged, SOUTHERN CALIFORNIA WATER COMPANY, a California corporation, hereby grants, conveys, transfers and assigns to CITY OF HUNTINGTON BEACH, a municipal corporation, the properties situated in the City of Huntington Beach, County of Orange, State of California, more particularly described as follows: I. The following pieces or parcels of land situated in said City of Huntington Beach: (Legal descriptions of property being conveyed will be inserted -- see Exhibit C to Exhibit II.) TOGETHER WITH all improvements which at the date hereof are located upon any of the above described parcels of land, including but not limited to buildings, tanks, reservoirs, water wells, casings, motors, pumps, apparatus, equipment and pipelines. II. The water system, including all transmission, distribution and service pipes, valves, fittings, meters, meter boxes, fire hydrants, structures, improvements or other property, physically connected to said water system, now owned by said Southern California Water Company and now located in or under the streets, alleys, rights-of-way or easements, whether private or public, in the area located in said City of Huntington Beach, County of Orange. III. (Legal description of all rights-of-way and easements being conveyed will be inserted -- See Exhibit C to .Exhibit II-) Exhibit III - Page 1 of 4 _ i► .i IV. All water rights, both. surface and subsurface (including inchoate rights and undivided interests and rights) now owned by said Southern California Water Company to extract, produce or transport water from each and every of the parcels of land hereinabove described, or to extract, produce and transport water elsewhere within the City of Huntington Beach. SUBJECT as to all of the aforesaid properties to (i) no monetary liens except the lien, if any, for non-delinquent, general and special taxes and assessments, and (ii) easements, rights-of-way, conditions, covenants (other than covenants for the payment of money), restrictions, reservations and similar matters now of record. IN WITNESS WHEREOF, said Southern California Water Company has caused this instrument to be executed in its corporate name by its proper officers thereunto duly authorized, and its corporate seal to be hereunto affixed this day of 1963. SOUTHERN CALIFORNIA WATER COMPANY By PHILIP F. WALSH Philip F. Walsh, President By W. C. WELMON W. C. Welmon, Secretary Exhibit III - Page 2 of 4 STATE OF CALIFORNIA ) SS. COUNTY OF LOS ANGELES ) On this day of , in the year 1963, be- fore me, C. J. ECHELBERGER, a Notary Public in and for the State and County aforesaid, residing therein, duly commissioned and qualified, personally appeared PHILIP F. WALSH, known to me to be the President, and W. C. WELMON, known to me to be the Secretary, of Southern California Water Company, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on be- half of said corporation therein named, and acknowledged to me that such corporation executed the same, and acknowledged to me that said corpora- tion executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. IN WITNESS WHEREOF,. I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. C. J. ECHELBERGER C. J. Echelberger Notary Public in and for the County of Los Angeles, State of California. My Commission Expires February 17, 1965 (Notarial Seal) Exhibit III - Page 3 of 4 There will be attached to this deed,as executed, a resolution or certificate of acceptance by the City of Huntington Beach as required by Section 27281 of the California Government Code. All property descriptions in this deed are subject to correction, if any, as may be required by Title Insurance and Trust Company which will insure title upon conveyance of the property to the City of Huntington Beach. Exhibit III —Page 4 of 4 • • Ab Comparison of Monthly Charges for Water At Selected Consumption Levels Southern California Water Company City of Huntington Huntington Beach District Beach 500 cubic feet $ 1.65 * $2.25 1,000 cubic feet $ 2.95 $2.25 1,500 cubic feet $ 4.25 $3.25 2,000 cubic feet $ 5.55 $4•25 5,000 cubic feet $11.85 $9.25 * Minimum charge 0 to 1,000 cubic feet. Exhibit IV 2 ► S. Q SOUTHERN CALIFORNIA WATER COMPANY GENERAL OFFICES 11911 SOUTH VERMONT AVENUE Los ANGELES, CALIFORNIA 90044 May 1, 1964 Mr. .-Doyle Miller City Administrator City of Huntington Beach City Hall Huntington Beach, California Dear Mr. Miller: I am forwarding herewith copies of the following four agreements cover- ing properties sold to the City of Huntington Beach on January 8, 1964: 1. Between Southern Pacific Compalir and American States Water Service Company of California dated June 28, 1933, covering 6-inch water pipe line crossing at Engineers Station 877-12.5 at. Huntington Beach, California (Lease No. 59484). , Included with this agreement is a letter transferring Southern Pacific Company's .rights to Pacific Electric Railway Company. 2. Between Pacific Electric Railway Company and Southern California Water Company dated November 12, 1956, cover- ing one 8-inch water line at Engineers Station 1754+30+, near Huntington Beach Station (Lease No. 16400, Audit No. 11782). 3. Between Pacific Electric Railway Company and Southern California Water Company covering a 12-inch water pipe at Quincy Avenue approximately 150 feet west of Alabama Avenue, Huntington Beach, California, dated February 1, 1952 (Lease .No. 13549)• 4. Between Pacific Electric Railway Company and Southern California Water Company (together with renewals of lease), dated April 1, 1933, covering a longitudinal 4-inch water pipe line on the west side of Main Street in Huntington Beach, California (Lease No. 8949). To- gether with this lease is a rental bill from Pacific Electric Railway Company for a one year period commenc- ing April 1964. Mr. Doyle Miller -2- May 1, 1964 These agreements are forwarded to your attention in accordance with the "Agreement of Purchase and Sale" between the City of Huntington Beach and Southern California.Water.Company. Very truly yours, SOUTHERN CALIFORNIA WATER COMPANY Merle Lundberg Assistant Secretary and Controll MFL/IAP Enclosures cc - Pacific Electric Railway Co. P.O. Box 3710 San Francisco 20, California Auditor Pacific Electric Railway Co. San Francisco 5, - California SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Estimated Sales Price As of January 8, 1964 (First Closing) Basic Sales Price $1,225,000.00 Plus - Cost to the Company of all additions, betterments and extensions to the water system made between. January 1, 1963 and November 30, 1963 (excluding cost to the Company of all such additions, better- ments and extensions built pursuant to refund contracts) as per Exhibit A attached 34,705.6 9 1,259,7005?9 Less - Depreciation on the water system from January 1, 1963 to November 30, 1963 11/12 of annual depreciation of $22,120.44 $20,277.07 Depreciated book value as of December 31, 1962 of' all property then owned by the Company and retired. from service prior to November 30, 1963 as per Exhibit B attached 4,26o.42 24,537.49 Cash Purchase Price $1,235,168.20 Less - Proration of Real and Personal Taxes to January 8, 1964 (excluding taxes on leased property) as per Exhibit C attached 217.39 Amount Due First Closing $1,234,950.81 Note: Second closing will reflect adjustments from November 30, 1963 to January 8, 1964. Pursuant to Paragraph (1) of the Escrow Instructions, dated December 30, 1963, we hereby advise you that the purchase price of the property is $1,234,950.81. This amount also represents a proration of general and special taxes and assess- ments with which you are not to be concerned. CITY -HU TINGTON *CH- SOUTHERN CALIFORNIA WATER COMPANY oy3-e W. C. Welmon, i �a yr Vice President Att �_ 7_4 y I t Clerk h SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Additions, Betterments and Extensions (Excluding Cost Relating to Property Built Pursuant to Refund Agreements) January 1, 1963 through November 30, 1963 Betterments Account Description of New and Extensions Description Additions 1963 1-1-63 - 11-30-63 Land - Land Rights Easements GWO 61-958 Easement Tract 4326 H.B. $ 2.00 Mains See Page 2 of Exhibit A 13,36o.25 Services See Page 3 of Exhibit A 14,326.4o Meters See Page 4 of Exhibit A 5,11o.8o Hydrants See Page 5 of Exhibit A 1,906.24 Total Additions, Betterments and Extensions $34,705.69 Exhibit A (Page 1 of 5) • SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON_ BEACH PROPERTIES Mains Added January 1, 1963 through November 30, 1963 Month 4" Transite 6" Transite Total Mains Added Installed Units Amount Units Amount Units Amount January - - - - - - February - - - - - - March - - - - - - April - - - - - - May - - - - - - June 162 ft. $ 893.70 - - 162 ft. $ 893.70' July - - - - - August 1,004 ft. 6,232.65 1,187 ft. $4,681.82 2,191 ft. 10,914.47 September - - - - - - October - - - - - - November 251 ft. 1,552.o8 251 ft. 1,552.o8 Totals 11417 ft. 678.E+3 1,187 ft. 1+$ ,681.82 2,6o4 ft. $13,36o.25 Exhibit A Page 2 of 5 SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH. PROPERTIES Services Added January 1, 1963 through November 30., 1963 Total Month 2" Galvanized 3/4" Copper 1" Copper 1-1/2" Copper 2" Copper 4" Transite 6" Transite, 8" Transite Services Added Installed Units Amount Units Amount Units Amount Units Amount Units Amount Units Amount Units Amount Units Amount Units Amount January - $ February - - March - April - May - - June 4 $ 179.19 . 4 179.19 July 1 $64.38 11 910.32 12 $1,116.84 - 5 $ 837.39 0 $267.o4(1) 29 3,195.97 August 32 1,584.84 2 126.85 1 $1,218.01 2 $3,141.67 37 6,071.37 September 6 5o6.83 3 401.77 1 $523.58 2 534.23 12 1,966.41 October 1 126.19 1 199.29 2 325.48 November _ 8 426.41 2 130.10 _ 2 260.57 1 1,770.90 _ _ 13 2,587.98 Totals 1` ` 64.38 61 60 20 1 01.7 1 23. 8 10 1 831.48 2 2 88. 1 2 3 141.67 0 $267.o4 97 $14,326.4o Note: (1) Meter vault and lid added to existing service. Exhibit A (Page 3 of 5) SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Meters Added January 1, 1963 through November 30, 1963 Month One Inch One-and-a-Half Inch Two Inch Three Inch Total Meters Added Installed Units Amount Units Amount Units Amount Units Amount Units Amount January - $ - February - - March 9 $ 562.68 9 562.68 April 4 $ 702.80 2 . $ 84o.4o 6 1,543.20 May - - June - July - - August 10 625.20 2 $242.56 12 867.76 September 3 527.10 3 527.10 October 2 242.56 3 527.10 2 840.40 7 1,610.o6 November Totals 19 1 187.88 4 $485i2 10 1,757.00 4 1,680.80 37 5,110.80 Exhibit A (Page 4 of 5) SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Fire Hydrants Added January 1, 1963 through November 30, 1963 Month 6" Standard Complete Installed Units Amount January - - February - - March - - April - - May 1 $ 802.89 June - - July - - August 1 388.90 September - - October 1 714.45 November - - Totals 3 1 906.24 Exhibit A (Page 5 of 5) SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Retirements January 1, 1963 through November 30, 1963 Accumulated Depreciated Depreciation Book Value Original to December as at December Cost 31, 1962 31, 1962 Mains Page 2 of 5 of Exhibit B $3,132.36 $1,008.94 $2,123.42 Services Page 3 of 5 of Exhibit B 2,193.01 529.11 1,663.90 Meters Page 4 of 5 of Exhibit B 41.93 41.36 •57 Hydrants Page 5 of 5 of Exhibit B 548.41 75.88 472.53 Total Retirements 2,915.71 11,655.29 g4L,260.42 Exhibit B (Page 1 of 5) SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Mains Retired January 1, 1963 through November 30, 1963 Year Installed Accumulated Depreciated Property Average Average Assigned Depreciation Book Value as Size and Kind Ledger Year of Age at Service Per cent Original to December at December of Main Units Group Group 12-31-62 Life Depreciated Cost 31, 1962 31, 1962 2" Standard steel 8o ft. 1951-1955 1953 9 40 22.50 $ 151.65 $ 34-12 $ 117.53 2" Standard steel 4o ft. 1946-1950 1948 14 40 35.00 47.25 16.54 30.71 2" Standard steel 2,644 ft. 1930 1930 32 40 80.00 834.46 667.57 166.89 6" Cast iron 434 ft. 1951-1955 1953 9 65 13.85 2,099.00 290.71 1,808.29 Totals 3 132.36 IL208.94 2,123.42 Exhibit B Page 2 of. 5 SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Services Retired January 1, 1963 through November 30, 1963 Year Installed Accumulated Depreciated Property Average Average Assigned Depreciation Book Value as Size and Kind Ledger Year of Age at Service Per cent Original to December at December of Service Units Group Group 12-31-62 Life Depreciated Cost 31, 1962 31, 1962 3/4" Galvanized 17 1930 1930 32 35 91.43 $ 34o.09 $310.94 $ 29.15 1 1945 1945 17 35 48.57 12.64 6.14 6.50 2 1946-1950 1948 14 35 4o.00 24.38 9.75 14.63 1 1951-1955 1953 9 35 25.71 19.83 5.10 14.73 2" Galvanized 1 1930 1930 32 35 91.43 11.95 10.93 1.02 3/4" Copper 1 1941-1945 1943 19 65 29.23 16.55 4.84 11.71 12 1946-1950 1948 14 65 21.54 282.72 6o.90 221.82 10 1951-1955 1953 9 65 13.85 456.40 63.21 393.19 1 1956 1956 6 65 9.23 46.29 4.27 42-02 1 1957 1957 5 65 7.69 46•31 3.56. 42.75 4 . 1958 1958 4 65 6.15 183.73 11.30 172.43 2 196o 196o 2 65 3.08 99.56 3.07 96.49 3 1961 1961 1 65 1.53 144.o9 2.20 141.89 2 1962 1962 .5 65 0.77 111.25 o.86 110.39 1 1963 1963 0 65 0 .6o°02 0 6o.02 1" Copper 1 . 1958 1958 4 65 6.15 55.77 3.43 52.34 3 1951-1955 1953 9 65 13.85 202.13 28.00 174.13 1 1962 1962 _ .5 65 0.77 79.30 o.61 78.69 Totals 1 3.01 529.11 663.90 Exhibit B Page 3 of 5 SOUTHERN CALMRNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Meters Retired January 1, 1963 through November 30, 1963 Year Installed Accumulated Depreciated Property Average Average Assigned Depreciation Book Value as Ledger Year of Age at Service Per cent Original to December at December Size of:-Meter Units Group Group 12-31-62 Life Depreciated Cost 31, 1962 31, 1962 5/8" x 3/4" 2 1923 1923 39 40 97.50 $22.95 $22;38 $9,57 5/8" x 3/4" 1 1918 1918 44 40 100.00 10.92 10.92 - 5/8" x 3/4" 1 1850 1850 112 40 100.00 8.o6 8.o6 - Totals fL1.93 41 j6 •57 Exhibit B Page 4� of, 5 SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Hydrants Retired January 1, 1963 through November 30, 1963 Year Installed Accumulated Depreciated Property Average Average Assigned Depreciation Book Value as Size and Kind Ledger Year of Age at Service Per cent Original to December at December of Hydrant Units Group Group 12-31-62 Life Depreciated Cost 31, 1962 31, 1962 411 x 2-1/2" R. T. 1 1951-1955 1953 9 50 18.00 $167.96 $30.23 $137.73 6" Std. 1 1956 1956 6 50 12:o0 380.45 45.65 334.80 Totals 5�+8.1+1 75.88 72.53 Exhibit B Page 5 of 5 SOUTHERN CALIFORNIA WATER COMPANY HUNTINGTON BEACH PROPERTIES Schedule of Property Taxes For Tax Years 1963-1964 (Note 2) Balance SCWCo. lst Due Assessors Total Portion Install- City of Code Parcel Assessed Total 191/365 ment Paid Hunting- Description Area Number Valuation Taxes 2 2876 byyCWCo. ton Beach Note 1 W 5 acres of S 20 acres of W 60 acres N 1/2 of SW 1/4 of Sec. 26, _T5, Rll 4-07 111-010-21 $ 11,150.00 $1,015.82 $ 531.56 $ 507.91 $ 23.65 Lot 25, Block E, Garfield Addition 4-05 111-110-6 150.00 12.13 6.35 . 6.o6 .29 Lot 29, Block C, Garfield Addition 4-Ol 111-140-10 200.00 16.o9 8.42 8.04 .38 Boosters and Buildings at Leased Reservoir Site 4-01 797-491-10 1,530.00 123.16 64.45 61.57 2.88 Office Furniture.and Fixtures 4-01 797-491-11 4,790.00 351.32 183.84 175.66 8.18 Pipelines and Meters 64-01 797-491-17 25,150.00 1,613.01 844.07 806.50 37.57 Pipelines and Meters 4-ol 797-491-9 76,310.00 6,143:32 3,214.72 3,o71.65 143.01 Lot 27, Block F, Garfield Addition 4-05 111-120-10 150.00 12.13 .. 6,35 6.06 .29 Lot 28, Block D, Garfield Addition 4-Ol 111-130-13 200.00 16.09 8.42 8.04 .38 Lot 33, Block A, Garfield Addition 4-Ol 111-160-16 170.00 13.67 7.15 6.83 .32 Lot 39, Block B, Garfield Addition 4-01 111-150-14 200.00 16.09 8.42 8.04 .38 Totals $120,000.00 $9,332.83 4' 883.7 4,666.36 $217-39 Notes: (1) Taxes prorated to, but not including, January 8., 1964. (2) Does not include taxes on Huntington Beach Reservoir Site, leased from Huntington Beach Company as bill .not received as of December 31, 1963. Exhibit C `fit.o Eat mg SWOU0 C m -TA MR MID 1(aaaeoo of that c realm Iowa dated 15th day of Se parr, 1949, between 00=4W =rMilk UkM C9Mtea ms tho lesaseea, and HUNTnWFOR REAM COIRP&Y, a C&U o W'' rp. Oration, as lessors, covering, V42at '� of rho Wool of land in said CO=tY o" Cry conveyed by deea recorded Augmt v ).9 t,p. is Bo6h 0 �a� , 02 Dee p recce of said Cs�untya sal .� re Go, ftroel So. 1p described as roll BegianiM at a point of e-ompowd mrvature -in said par-eel.,l., rAld polat being co=m to tho sires of radius 613 o 15 feet ana 3 Q 543 f0et read �roY� tbmaa rmatorly sly tbA mmm of racumm 76oQO Feet to the true point of berSinning, tbamm - 170 280 Ee TO.00 ,/��eye .9�t brace S 'fig" 0 �5{111 , .7-79 feet; t oy S4�1�`$�.° ° 0 W. to a In p thence Vesterly ZIMS 861d curve 78 Feet morn or 34ma to mld' Zrme {b of do hereby Gzs4;n end trawftrtoUoCM0v_ B ria%t, title and Interest In end to wdd jesoe es o? the belcrj ftte. D6tod; L) ' 1163 I The 1 r � undersigned do hereby accept the above Qssip=nt and 0ovensat and Zrft to abldo by al of the tGzm, covemmtz and conditlow og r aLdt lease amrsement, p pep the undercigned., the Isms o of _mid Iowa , � �� h�roL�� a�ssaoat -to the foresoina wolzment from BOU4MZ CALZPMTA -VAM COMPANY CITY OF KURNIEGMSCE upou the coad9tion that tbz josaeas TamW CALIF T3 WATM M2ffltf WmIl aim limble cc lGroe until Uo° as p tiOn Of. This co ent oball not be, cowtrued as ago=eat to wzy o bs e- guent wolammt or oub2e t Dv ted v / 6 3- 6� i i i r V AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT, made and entered into this 11 SKe.� day of Azg"t,. 1963, by and between the CITY OF HUNTINGTON y BEACH, a municipal corporation and political subdivision of the State of California (hereinafter referred to as the "City" ) and SOUTHERN CALIFORNIA WATER COMPANY, a California corporation (hereinafter referred to as the "Company") , W I T N E S S E T H: WHEREAS, the Company owns and operates a water system which serves customers located within -certain areas of the City; and WHEREAS, the City operates a municipal water system which serves customers located within certain areas of the City; and WHEREAS, the City has determined that as a matter of public policy all water service within the City should be supplied through facilities owned by the City; and WHEREAS, although the City. has the power to acquire said properties and facilities of the Company by right of eminent domain and has authorized the issuance of revenue bonds in an amount sufficient to acquire said properties and facilities, the parties hereto desire to avoid the ex- pense, delay and other difficulties which could result from the commencement of proceedings by the City to condemn said properties and facilities of the Company, and desire to enter into an agreement relative to the purchase and sale of said properties and facilities of the Company: ` r 1 f 7 NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, it is hereby agreed between the City and the Company as follows: 1 . Upon and subject to the terms and conditions hereinafter set forth, the Company agrees to sell to the City and the City agrees to purchase from the Company the water production and distribution properties: and facilities used by the Company to serve customers located within the City (hereinafter called the "Water System" ) which proper- ties and facilities consist of (i) the real property des- cribed ,in Exhibit A hereto and all equipment and supplies located or stored thereon; (ii) the personal property described in Exhibit B hereto; and (iii) originals, or, at the option of the Company, copies of all operating records and maps and customer account records pertaining to such facilities; (iv) all rights of the Company under all main extension agreements relating to the Water System to which the Company was a party as of January 1, 1963, all of which are described in Exhibit C hereto; (v) all rights of the Company under those certain leases described in Exhibit D hereto; and (vi) all other assets and properties of the Company comprising an integral part of the Water System used by the Company to serve customers located within the City, other than the real property described in Exhibit E hereto,,. and accounts receivable and revenues attributable to service rendered to and including the Closing Date, as hereinafter defined, by the Company to customers within the City, whether bills for such services are rendered before or after the Closing Date. 2, t 4 1 2. The cash purchase price to be paid by the City to the Company in consideration of the sale and transfer of the Water System shall be the greater of (1) $1,225,000 or (ii) $1,225,000 plus (a) the cost to the Company of all additions, betterments and extensions to the Water System made between January 1, 1963 and the Closing Date (excluding, however, the cost to the Company of all such additions, betterments and extensions build pursuant to refund contracts, the lia- bility of which is to be assumed hereunder by the City), less (b) the sum of (x) an amount equal to the depreciation on the Water System from January 1, 1963 to the Closing Date accrued on the books of the Company, as determined by the Company' s normal methods of recording depreciation expense, plus (y) an amount equal to the depreciated book value as at December 31, 1962 of all property then owned by the Com- pany and retired from service prior to the Closing Date which would have been, if not so retired, a part of the Water System. The cash purchase price determined as hereinabove provided shall be paid by the City to the Company by a certified or bank cashier's check payable in Dos Angeles Clearing House Funds on the Closing Date, upon conveyance by the Company to the City of the Water System. Real and personal property taxes, charges for power, payments for water service by flat rate customers and un- billed charges for metered water service shall be adjusted as provided in paragraphs 3, 7 and 8 hereof. 3. The real property comprising a part of the Water System shall be conveyed by the Company to the City 3• on the Closing Date free and clear of all liens, encumbrances and liabilities, excepting only (a) the lien of property taxes for the current fiscal year; (b) liens, encumbrances and liabilities described in Exhibit A hereto; and (a) such other liens and encumbrances as, in the opinion of the City Attorney of the City, shall not impair the. usefulness or value of the purchased properties in utility operations . The Company shall deliver to the City on the Closing Date all deeds, bills of sale, assignments and other documents required to effectuate transfer of title to the Water System to the City, The Company, at its expense, shall procure and affix to the appropriate instruments of conveyance any stamps representing stamp taxes imposed upon such transfers . The Company shall cause. to be issued to the City, at the Company' s expense, a policy of title insurance issued by Title Insurance and Trust Company insuring title in the City to the parcel of real property transferred hereunder, as described . in Exhibit A, free and clear of all liens, encumbrances and liabilities except said above mentioned liens, encumbrances and liabilities, such policy to be the full insurable value of said real prop- erty, or $100,000, whichever is less. The Company shall also furnish the City with a report of Title Insurance and Trust Company as to any chattel mortgages or other liens of record against the tangible personal properties of the Company com- prising a part of the Water System. Real and personal property taxes relating to the prop- erties comprising the Water System shall be prorated as of the Closing Date. T p /// j f l t 1 r 4. It is believed by the parties that this trans- action is not subject to California sales or use tax, but if any such tax is claimed or imposed by the State of California, the City agrees to assume all responsibility and expense in defending any such claim and to pay any tax found to be due. 5. In accepting the conveyance of the properties comprising the Water System, the City expressly agrees to assume and perform all obligations of the Company under the main extension agreements listed in Exhibit C hereto . The Company will supply the City at or prior to the Closing Date with an accounting of the advances received by it under said agreements, including the amounts thereof refunded, the amounts thereof remaining to be refunded and the amount of any unexpended portion thereof, together with copies of all main extension agreements pursuant to which such de- posits were made. Refunds accrued during 1963, due April 1, 1964 are to be paid by -the City. 6. The Company shall pay over to the persons en- titled thereto the amount of any refundable deposits held by the Company, including accrued interest, :made by con- sumers to guarantee payment of bills. 7. Charges for power purchased from .Southern California Edison Company for use in connection with the Water System shall be prorated as of the .Closing Date. If appropriate arrangements can be made, such proration shall be made on the .basis of meter readings taken on the Closing Date ,jointly by the City and the Company. or in such other equitable manner as may be agreed upon by the parties. 5, i 8. It is understood that all accounts receivable and unbilled revenues for water supplied by the Company to customers located within the City to and including the Closing Date are excluded from the properties to be con- veyed to the City. The City agrees that, without charge to the Company, it shall attempt to collect all bills rendered by the Company for such water service which are t forwarded to the City on or prior to the Closing Date and to use such methods as may then be legally available to the City to enforce collection of such bills, other than the institution of litigation, provided the City shall not be responsible to the Company for the non-payment of any of such bills, or the amount thereof, if such collection attempts are unsuccessful. The City shall be entitled to receive all amounts paid by flat rate customers which are allocable to water service furnished to such customers by the City after the Closing Date. The Company shall pay to the City within fifteen (15) days after the Closing Date, and from time to time thereafter as received, such portion of any amounts collected by the Company from flat rate customers billed by the Company prior to the Closing Date as is allocable to water service furnished to such customers by the City after the Closing Date. As and when the City collects any bills from flat rate customers, the City shall be entitled to retain such portion as is allocable to service furnished to such customers by the City after the Closing Date and shall pay over the balance to the Company, The City' s first bill to all customers receiving water service 6. through meters shall be based upon the last meter reading made by the Company, and amounts collected by the City and all such bills so based upon any reading prior to the Closing Date shall be prorated as of the Closing Date upon the basis of such portion of a thirty (30) day month as shall have elapsed between the last meter reading date for which a bill has been transmitted and the Closing Date. Remittances shall be made to the Company by the City as collectionsare made. 9. All risk of loss or injury or destruction to any and all of the properties comprising the Water System shall be upon the Company at all times until the Closing Date, and in the event of any such loss, injury or destruc- tion to any of such properties, -the purchase price shall be appropriately adjusted, but the Company shall be entitled to retain any insurance proceeds or claims against an in- surance carrier relating to any such loss, injury or destruction. 10. At all times prior to the Closing Date, the Company shall continue such usual upkeep, maintenance and repair of the properties comprising the Water System as it would if it were to continue in ownership and operation of the same, and any and all expense incurred by the Company in so doing, together with any and all operational expenses incurred in connection with said properties prior to the Closing Date, shall be borne by the Company. 11. Between the date of this agreement and the Closing Date, the Company shall submit to the City for 7. approval any expenditures proposed to be made in respect of the Water System which are in excess of Fifteen Hundred Dollars ($1,500) each before incurring the same or incurring obligations therefor, for any proposed addition, betterment or extension to the Water System in excess of Fifteen Hundred Dollars ($1,500) but no such approval shall be required for expenditures for ordinary repairs and maintenance or ex- penditures' that may be required to comply with. the Company' s utility rules and regulations on file with the California Public Utilities Commission or any expenditures of Fifteen Hundred Dollars ($1,500) or less for any single addition, betterment or extension. 12. If between the date of this agreement and the Closing Date, the City shall make any street improvements or construct any public projects which require the Company to reconstruct or relocate any .part of the Water System, the City shall reimburse the Company for the entire cost of such reconstruction or relocation by adding such cost to the purchase price. 13. The City agrees upon the Closing Date (1) to undertake the distribution of water to all consumers then served by the Company through the Water System, (ii) to assume as of that date any and all public service obligations now resting upon the Company in respect of the Water System, subject, however, to the right of the City to fix rates and determine conditions of service as a municipal corporation engaged in the public supply of water, and (iii) to assume all of the obligations and liabilities of the Company under those certain leases described in Exhibit D hereto. 8. 14. The respective obligations of the City and the Company contained herein are hereby expressly made subject to the condition that the sale and transfer of the properties comprising the Water System, upon the terms and conditions herein provided, shall be approved and authorized by the California Public Utilities Commission. It is understood that the purchase price herein provided is to be obtained by the City by means of the issuance and sale of water revenue bonds for the acquisition and improvement of a municipal water system which were authorized by the electorate of the City of Huntington Beach on April 30, 1963. To the extent re- quested by the Company, the City agrees to join with the Company in making application to the Public Utilities Com- mission for appropriate authorization to consummate this transaction and the City agrees to participate at its expense in any hearings or proceedings in connection with said appli- cation. The City agrees promptly after the Company shall have obtained such authorization from the Public Utilities Commission to take all proceedings necessary to offer for sale and agrees to offer for sale a sufficient amount of revenue bonds to provide funds on the Closing Date for the purchase of said Water System. The City's obligations here- under are expressly conditional upon the issuance and sale of said bonds, 15. The Closing Date shall be such date as may be agreed upon in writing between the City and the Company at any time subsequent to the date upon which appropriate authorization of the Public Utilities Commission is obtained, not later, however, than November 1, 1963, unless the parties 9e ti 11 I I I I agree in writing to extend the period for determination of a Closing Date in order to permit the City to complete ar- rangements to finance this purchase. 16. The Company agrees that while. this agreement is in effect, the Company will not initiate any proceedings to change the rates applicable in respect of customers served by the Water System and will not sell or otherwise dispose of any of the properties which comprise the Water System, 17. All notices, demands or other writings in this agreement provided to be given or made or sent or whi-ch may be given or made or sent by the parties .hereto shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail addressed as follows: To Company: 11911 S. Vermont Avenue Los Angeles, California To City; City Council City of Huntington Beach City Hall Huntington Beach, California The address to which any notice, demand or other writing may be given or made or sent to any party may be changed upon written notice given by such party as above provided. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by persons thereunto duly authorized, the day and year first above written. CITY OF HUNTINGTON BEACH By ATTEST: Its Mayor SOUTHERN CALIFORNIA WATER COMPANY City Cler By r. v> ,W I t s YJ Yw--i 1 n -- ----- ------------- --i9---- 10. REAL PROPERTY DESCRIPTION: The West 5 acres of the South 20 acres of the West 60 acres of the North half of the southwest quarter of Section 26, Township 5 South, Range 11 West, in the Rancho La Bolsa Chica, city of Huntington Beach, county of Orange, state of California, as per map recorded in book 51 page 13 of Miscellaneous Maps; in the office of the county recorder of said county. -EXCEPTIONS: I. The use and control of cienegas and natural streams of water if any, naturally upon, flowing across, into or by said described tract, and the right of way for and to construct irriga- tion or drainage ditches through said tract to irrigate or drain the adjacent land as reserved by Alfred Robinson, Trustee, in deed recorded March.23, 1885, in book 137 page 203, of Deeds, in the office of the County recorder of Los Angeles County, California. 2. An easement for roads, railroads and ditches as reserved in the instrument above mentioned, over the West 30 feet of said land. 3. An easement over the northerly 10 feet of said land for pole lines and incidental purposes, as granted to Southern California Edison Company, a corporation, by deed recorded June 22, 1949 in book 1863 page 91 of Official Records. 4. An easement for pole lines and incidental purposes over a strip of land 6 feet in width, the centerline of said strip is described as follows: Beginning at a point on the northerly line of said West 5 acres, distant 280 feet easterly thereon from the easterly line of Golden West Street, as now established; Exhibit A - Page 1 thence southeasterly a distance of 120 feet to a point which is 65 feet southerly, measured at right angles, from said northerly line; thence continuing south- easterly, a distance of 35 feet, as granted to Southern California Edison Company, a corporation, by deed recorded May 7, 1958 in book 4279 page 341, Official Records. PRIVATE RIGHT OF WAY LANDS (ALLEYS) Lot 25 of Block E. Garfield Street addition, Lot 27 of Block F, Garfield Street addition, Lot 28 of Block D, Garfield Street addition, Lot 29 of Block C, Garfield Street addition, Lot 33 of Block A, Garfield Street addition, and Lot 39 of Block B, Garfield Street addition to Huntington Beach as shown on a Map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, records of Orange County, California. PERPETUAL EASEMENT_ (RESERVOIR SITE) All right, title and interest of the Company, as successor to Huntington Beach Water Company, in and to the interest reserved by Huntington Beach Water Company by the Bargain and Sale Deed dated September 24, 1920 between Huntington Beach Water Company, as grantor, and Huntington Beach Company, as grantee, a copy of which Bargain and Sale Deed is attached hereto. Exhibit A - Page 2 ,V BARGAIN AND SALE DEED Corporation THIS INMMTMi Made the 24th day of September in the year of our Lord nineteen hundred and twenty BETWEEN Huntington Beach Water Company, a Corporation organized under the laws of the State of California, and having its principal place of business in the City of Huntington Beach, County of Orange and State of California, the party of the first part, AND Runtington Beach Company, a California corporation the party of the second part., WITNESSETHs That the said party of the first part, for and in consideration of the sum of Ten Dollars gold coin of the United States of America, to it in hand paid by the said party 'of the second part, the receipt whereof is hereby 'aeknowledged, does by these presents grant, bargain and sell, convey and confirm unto the said party of the second part, and to its successors and assigns forever, all that certain lot,piece or parcel of land situate, lying and being in the City of Huntington Beach,and County of Orange and State of California and bounded and partieularly described as follows, `tort s All that piece and parcel of land lying in the NW* of Section 8 and She NE* of Section 3, T. 6 3.0 R. 11 W., S.B.B. & M., more paartiohlarly desoribed' as enclosed by the following described bury, -lines, to-wits ding at a point of compound curve, which point is A. . 810 58s 8" W. a distance of three hundred (300) feet from the northwesterly corner of Smeltzer Avenue and Clay Street (nov known as Summit Avenue) as shown on that certain map of Garfield Tract, recorded on page 27-8 of Book 7 of Miscellaneous Maps, Records of Orange County, Californian and running thence in a westerly direction a distance of 445.068 feet from said point of beginning along the arc of a circle of a radius of 510..feet, the center of which circle bears South 310 28, W. "the point of beginning, to a point of compound curve, thence southerly along the arc of a circle. of 138*362 feet ra ys, a distance -of 2*003 foot to a point of compound curve, thence southeasterly along the arc of a circle of 613*156 feet radius, through a distance of 222.950 feet to .a point of compound ourvo, thence easterly along the arc of a c r4*. of 305.543 feet radius, through a distance- of 470,41 !'eet.'"to a point of compound curve, thence northeasterly along tho ,sro of a circle of 149,52 feet radius., through a distance o!` 94,iU feet to a point of compound curve, thence north- - wastsrly along the arc of a circle of 205 feet radius, through -al'distanot of 226.79 feet to the point of beginning, contain- ing 5.17 &ores. RESERVING unto the Grandob, however, the right and easement- to use maintain, repair, renew and reconstruct the reservoir now existing on said property, together with the right to use the water mains running therefrom, and the further right to lay such additional water mains as the Company may require, adjacent to the water mains now existing and a s close thereto as is practicable to lay the same; together also with the right to use and oprate the water well now on said pre- mises for production of water therefrom. TOGXrKZR with all and singular the tenements, hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the revbrsion and reversions, remainder and remAinders, rents, issues and profits thereof. TO HAVE-2RB TO HOLD , all and singular the said premises, together with the appurtenanoes .unto the said party of the second part, and to its successors and assigns forever. IN WITNESS WHEREOF, the said party of the first part has caused its corporate name and seal to be affixed by its Vies President and Secretary thereunto, duly authorized the day and year in this indenture first above written. .HUNTINGTON BEACH WATER COMPANY By ALEX MILLS ce-President, By JAS S. LAWSHE ecretary State of California County of IABANGELES ) as. On This 24th day of September A.D. 1920 before me, C. E. Radhal, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared ALEX MILLS known to me to be the Vice President and JAB. S. LAWSHE, known to me to be the Secretary of the Huntington Beach Water Company the corporation that executed the within instrument, known to me to be the persons who executed the within instrument, on behalf of the Corporation therein named, and acknowlddged to me that such Corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and af�ixed my official seal the day and year in this cer ificate first above written. C. Be RACHAL No, 38349 MMD BARGAIN AND SALE Corporation Huntington Beach Water Company to Huntington Beach Company Dated Sept. 24, 1920 Recorded at 'Requeet of Grantee Sep, 25, 1920 At 4 Min. past 10 A.M. in Book 363, page 392 of Deeds, ORANGE COUNTY hECOHDS JUSTINE WHITNEY County hecorder Fees. #1.30 FORM 894 11!, 14111•aR ARRTRACT AND TITLE INRURANC6 COMPANY 1 i JOINT PRO71ECTION FORM c �i Guarantee Fuld $100,000 �.' I0eposited with Treasurer of State of California j CAPITAL AND SURPLUSOVER $350,00000 C. D\8A L. PRESIDENT D. N. KELLY, SECRETARY F TELEPHONE 86 414-16 No.MAIN ST. i u I Amount$_ A2 SO.,00— Order No— 90778 Ld 7/485-H i� I� Ahtrad ad mid? 3nakrame mampang Herein called the Company, for a valuable,consideration, paid for this Policy of Title Insurance, I AMERIOAN STATES WATER SERVICE 00.3QPANY OF OALIFORNIA, I herein called the Insured, against all loss or damage not exceeding__--_------------_--- ------- ----------------------Forty-two Hundred Fiftv-------------- --- Tlollars which the Insured shall sustain by reason of title to the land described in Schedule A being vested at the date hereof otherwise than as therein stated, or by reason of unmarketability of the title of any insured vestee to or in said land on account of defects, liens, encumbrances and other matters not excepted in Schedule B, or by reason of any defect in, or lien or encumbrance on said title, at the date hereof, other than defects, liens, encumbrances and other matters set forth iri said Schedule B, all subject however to the-con- II ditions and stipulations hereto annexed,-which conditions and stipulations together with said Schedules A and B are hereby made a part of this policy. The Company hereby also insures each Insured owner of an indebtedness secured by a mortgage or �I deed of trust described in Schedule B,against loss of principal, interest or other sums secured thereby, which such Insured shall sustain by reason of any defect in the execution of said mortgage or deed of trust, or of any note secured thereby, or by reason of priority thereto of any lien or encumbrance at the date hereof except as shown by said Schedule B. i Sat Meottata mg Wined, Abstract and Title Insurance Company has caused its corporate name and seal to I: be hereunto afllxed by its duly authorized officers, this 14th day of February, 1931 at 8:45 A._ M. (f9��ll0p CC��-'`o ��(( �a l dtact and Tide Jn6uKanca `Om fang By V . 4a'� Paresident I I Attest ` secretary I y ______pages, which are numbered at the end of each page. This Policy consists of_____,__�______ { F011N iee OM fi-e-ie ABSTRACT AND TITLE INSURANCE COMPANY OWNER'S AND JOINT PROTECTION FORM SCHEDULE A !I 1. The title to said land is at the date hereof vested in fee simple absolute in ji i AMERICAN STATES WATER SERVICE COMPANY OF CALIFORNIA, i a corporation. l 2. Description of the land, title to which is insured by this Policy: I �i The West Dive acres of the South 20 acres of the Meet 60 ores of the North half (N+) of the Southwest quarter (SWI) of Section 26, Township b South, Range 11 West, S. B. B. & M. , in the County of Orange, State of California. ji j; I' �I i i I I II �I ;I I. li II �; i li �I Page 2 of Policy No._90778 _ , 1 - PORM SOO SM PTt• ABSTRACT AND TITLE INSURANCE COMPANY _ JOINT PROTECTION FORM I: �I I �j SCHEDULE B EXCEPTIONS Defects, liens, encumbrances and other matters to which said land is subject: (1) Any facts which a correct survey and inspection of said land would show; rights or claims of parties in possession of any part of said land, easements, liens or encumbrances which are not shown by the j Official Records of (a) the County of Los Angeles, prior to August 1st, 1889, the date of the formation j of the County of Orange; (b) the County of Orange; (c) the Federal Offices at Los Angeles; (d) any I� City in or adjacent to which said land is located. (2) Proceedings for municipal and district improvement, which, at the date hereof, are shown by the oftcial records of the city in or adjacent to which said land is located, and by the official records of any district in which said land is located, but which proceedings have not resulted in imposition of a lien upon, or establishment of an easement over, or adjudication of the right to a public use of, said land or any part !� thereof. I! (3) Any action by any governmental agency for the purpose of regulating occupancy or use of said �i land or any building or structure thereon. " I (4) Second installment State and County taxes for the fiscal i! year 1930-31, due and payable. I� (5) The reservation of the use and control of cienegas and natural streams of water and a right of way for irrigation and drainage ditches through the hersinbefore described � premises, as contained in deeds of record. 'I i (6) The reservation of the Rest 30 feet of the premises here- �! I!. inbefore described for roads, railroads and ditches as II reserved in deeds of record. i. I Is li 'I I� Page 3 of Policy No. 90778 FORM •se OM.t■-e•a• ABSTRACT AND TITLE INSURANCE COMPANY JOINT PROTHCTION FORM ;i I CONDITIONS AND STIPULATIONS OF THIS POLICY it i CONSTRUCTION OF TERMS The term "the Insured" includes all named as insured on the first page of this Policy, and as to each named owner of said land (a) if a person, any person or corporation deriving an estate or interest in said land as heir or devisee of such owner, or (b) if a corporation, any person or corporation deriving an estate or interest in said land by dissolution, merger or consoli- dation, and as to each named owner of indebtedness secured by mortgage or deed of trust described in Schedule B, each successor in interest in ownership of such indebtedness. The list of numbered "Exceptions" shown in Schedule B, is (a) as to each of the Insured a statement of defects, liens, encumbrances and other matters to which said land is subject, and (b), as to any Insured owner of indebtedness secured by mortgage or deed of trust upon said land, also an insurance of the priority, as therein shown, of the lien of such mortgage or deed of trust. RIGHTS AND DUTIES OF COMPANY UPON NOTICE OF CLAIM The Company will, and shall have the right to, at its own cost, defend the insured in all actions or proceedings founded l upon a defect, lien or encumbrance insured against by this Policy. in case any such action or proceeding shall be begun, or in case knowledge shall come to the insured of any claim of title or interest adverse to the title hereby insured, as insured, or which might cause lose or damage for which the Company shall or may be liable by virtue of this Policy, the Insured shall at one notify the Company thereof in writing, and if such Insured be the owner of an indebtedness, shall, at the same time, state to the Company in writing the amount of the entire indebtedness of the mortgagor or titrator to the Insured. If such notice shall not be given to the Company at least five days before the appearance day in any such action or proceeding and the right to defend such action or proceeding be not secured to the Company or if the Insured shall not, in writing, promptly notify the Company of any defect, lien or encumbrance insured against which shall come to the knowledge of the Insured, in respect to which loss or damage is apprehended, then all liability of the Company in regard to the subject matter of such action, proceeding or matter shall cease and terminate, provided, however, that failure to notify shall in no case prejudice the claim of any Insured, if such jl Insured shall not be a party to such action or proceeding, nor be served with summons therein, nor have any knowledge of such II action, proceeding, defect, lien or encumbrance. In all cases where this Policy permits or requires the Company to prosecute or defend any action or proceeding, the Insured shall secure, to it the right to so prosecute or defend such actions or proceeding, l i and all appeals therein; and give it all reasonable aid therein, and permit it to.use,at its option, the name of the Insured for such purpose. The word "knowledge" in this paragraph means actual knowledge and does not refer to constructive knowledge or notice which may be imputed to the Insured by reason of any public record or otherwise. The Company reserves the option.to pay, settle, or compromise for or in the name of the Insured, any claim insured against or to pay this Policy in full, and payment or tender of payment of the full amount of this Policy shall terminate all I of the Company hereunder. ! I: f RIGHTS OF COMPANY UPON PAYMENT OF CLAIM Whenever the Company shall have settled a claim under this Policy, it shall be aubrogated to and be entitled to all rights, securities and remedies which the Insured would have had against any person or property in respect to such claim, had this Policy not been made, and the Insured shall transfer or cause to be transferred to the Company such rights, securities and remedies, and permit it to use the name of the insured for the recovery, retention or defense thereof. If the payment does not cover the loss of the Insured, the Company shall be aubrogated to such rights, securities and remedies, in the proportion which. said payment bears to the amount of said 1088. The Company has the right and option, in case any loss is claimed under this Policy by an Insured owner of an indebted- ness secured by mortgage or deed of trust, to pay such Insured the entire indebtedness of the mortgagor or trustor under said mortgage or deed of trust to such Insured, together with all costs which may have been imposed upon such Insured in litigation carried on by the Company for such Insured, in which case, the Company shall become the owner of, and such Insured shall at once assign and'transfer to the Company said mortgage or deed of trust and the indebtedness thereby secured and such payment shall terminate all liability under this Policy to such Insured. LIABILITIES OF COMPANY The Company will pay, in addition to any loss insured against by this Policy, all costs imposed upon the Insured in litigation carried on by the Company for the Insured, but in no case will the Company be liable for any costs or expenses incurred by the Insured in such litigation without the written authorization of the Company. If the Insured comprise more than one person or corporation, any loss under this Policy shall be payable, first, to the Insured owner of the indebtedness secured by any mortgage or deed'of trust shown in Schedule B, in the order of priority therein shown, and thereafter, to the Insured owner of said land, provided that, whenever any such ownership, either of indebtedness or land, vests in more than one, payment shall be made to such owners ratably, as.their respective interests may appear. The liability of the Company under this Policy shall in no case exceed in all the actual loss of the Insured and costs which the Company is obligated hereunder to pay, and in no case shall the total liability exceed the amount of this Policy and said costs. All payments under this Policy shall reduce the amount of the insurance pro tanto. The Company will not be liable to anyone for loss or damage by reason of defects, claims or encumbrances created j• subsequent to the date hereof, or created or suffered by the Insured claiming such loss or damage, or for defects, claims or 0ncumbrances existing at the date of this Policy and known to the Insured claiming such loss or damage at the date such insured claimant acquired an insurable interest. No provision or condition of this Policy can be waived or changed except by writing endorsed hereon or attached hereto signed by the President, a Vice-President or the Secretary of the Company. I. i Page 4 of Policy No. .90778 I . Ji � � _A_ i_� ___.__- -�. _—_ _ _t.._--� _- ____ _ _ � � _s. � - - --3 �' t i f _ -- __ w (yN J �. �-- - `�� - -- l/3! S.9ci�s ofs 2d Acr[5 �f • � YV GO Ac�c-s of N�' u{,S[�Y,� of Sic 26-5-// � I � � 26 • l � � � ! - � i .i .I � . lu 4 f � � I i' I. � I � I �I I ___,_ _ I_ _ I l Io � ,o• � 1 � � I � � ' Guarantee Fund $100,000D' Ceposited witl?Treasurer of State of California !, C)kPITAL AND SURPLUS OVER $350,000 00 I i C. E. PARKER, PRESIDENT _ 4 H.A.GARDNER,EXECUTIVE VIDE PRESIDENT /,r` -r�_'� Lk '"-- A.-J.CROOKSHANK,VICE PRESIDENT i - - - R.V.SHAFER.VICE PRESIDENT ' R.C.MIZE,SECRETARY 1 B.D.PARKER,ASST:SECRETARY L.R.KENNEDY,AaST.SECRETARY. " � � ;;; "<::':;;•_'::°. _ OEO.A.PARKER,TITLE OFFICER. HEAD,RUTANANOSCOVEL.ATTORNEYS44 ? �• Rco>odsofI�os_ elesand0r geCounties Complete Amount12,500.00. Order No. 106678-C. -GUARANTEE- 1 Issued for the protection and benefit of HUNTINGTON BEa n WATER COMP Aid Y After a careful examination of the Official Records of the County of Los Angeles, State of California, prior to the organization of Orange County on August 1st , 1889, and of the Official Records of the i ! County of Orange, State of California, except those hereinafter men- tioned, and of the Official Records of the Federal Offices located at 1 Los Angeles, in relation to the record title to the land herein de- scribed, the ORANGE COUNTY TITLE CQ.LP , a Corporation, its principal place of business being in the City of Santa Ana, County of Orange, State of California, H�PRIBY GUARANTLES 1 I in an amount not to exceed Twelve Thousand Five Hundred Dollar8, that i the title to the first hereinafter described land, as appears from said records, is now vested in HUNT INGTON BEACH WATER COUPAi , a Corporation. i Free Qf all I n c u ,i 'o r a n c e s. Except 1st . Taxes for fiscal year 1928-1929, not yet payable. . " gad. A Lease, covering the hereinafter described and other land, dated September 23rd, 1921, executed by Huntington Beach Company, a Corporation, as Lessor, and Miley-Keck } Oil Company, a Corporation, as Lessee, recorded October loth, 1921, in Book 28, pa.;oe 52 of Leases, records of Orange County, California, to the record of which reference is hereoy made for particulars. Tote Certain instru:r:ents a_)pear of record affecting or purporting to affect the interest of the Lessee under said lease, but no Guarantee is made as. to the effect of the s: me, or as to tiLe present ownership or condition of said leasehold estate. Except 3rd. A --Right of `:or pipe lines to be laid Dn a strip of land 8 feet wide, lying West of, parallel with and immediately adjacent to the East line of Lots Two ( 2) and Four (4). here- inafter described, as conveyed by the Huntington Be=ich Company to the Standard Oil Company by deed recorded December 15th, 1922, in Book 445, page 267 of . Deeds, records of Orange County, California. " 4th A Right of Way from time to time to lay, construct , maintain, operate, repair, renew, change the size of and remove ;;ipe lines for transportation of oil ; petroleum, gas or water , with right of ingress or egress to and from same over and through, under or along a, strip of land 10 feet wide, lying South of, parallel with and immediately adjacent to the North line. of Lot Two ( 2) hereinafter described, as `•r':rted by the Huntin5iton Beach Company to the Standard Oil Company by deed recorded October 6th, 1924, in Book 544, na.ge 130 of Deeds , records of Orano.-e County, California.. " 5th. An A reement , dated February 3rd, 1922 , executed by the Huntin; ton Beach Company, a Corporation, and Petroleum 'i:idway Company, Ltd. , a Corporation, relating to a license to recon- struct etc. a pipe lne for conveying -as on a portion of the hereinafter described land, recorded January 2-oth, 19435, in -2- Book 561, page 135 of Deeds , records of Ora.nL.ze County, California. -DISCRIPT 101:- All that certain real property situated in the City of Huntington Beach, County of Orange, State of California, described a.s follows: - Lot Two (2) and the East one-half of Lot Four (a) . of "Tract No. 77" , as shown on a Map recorded in Book 10, page 20 of Miscellaneous Maps, records of Orange C unty, California.. Excepting therefrorr, all oil , gas , asphaltum and other hvdracarbon substances in or under the above described property. 'fio e. No examination has been made as to City Taxes or assessments. and the title to the land next hereinafter described is now vested in tiU,.TliaGTQK B�i,Cn �iATiR COS`AivY, a CoreDr.ition. Free gj &IL I n c u ri b r a n c e s. Excebt '_st . State Corporation Franchise I Lx for the year 1926, n(-.t exaraii,ed. " 2nd. Taxes for fiscal year 1�28-1929 , n)t yet payable. " 3rd. �n Agreement made b-� ttie Huntington Beac:i Company, a Corpora- tion, with the Standard Oil Co:c;pany, a. Corporation, cont :ir:ed in that certain lease of property adjoining the land next hereinafter described, dated September 27ta, 1919, in which the said Huntington Beach Company is Lessor, and the said. Standard Oil Company is Lessee, recorded October 6tn, 1919, in Book 11 , page 217 of Leases , records of Oran�_;e County, Ca.l if ornia, as modified by an instrument executed by said Companies, dated October 21st , 1920, recorded November 9th, 1920, in Book 15, pace 322 of Leases, records of OranV'e County, Califor_ia, tnat said Huntington Bea.cn Co.t,pany will not sink any well or permit throu-h lease or otherwise the sinking of any well on any of its lands adjacent to the lands I covered by s.a.ld lease at a less distance than 150 feet from the boundaries of said leased lands. CO _� �. DES OHIPT I ON- The right and easement to use, maintain, repair, renew and rec:;n- struct tiie reservoir now existing, together with the ri ht to use the water mains running tnerefrom, and the furt:er right to lay such additional water mains as the Huntington Beach Water Company .nay require, adjacent to the water mains now existing and as close thereto as practicable to lay the same, together with the right to use and ocarate the water well for -c;roduction of water therefrom all on the following; described property, to-wit ;- All that certain real nroperty situated in the County of Orarpe, State of California, described as follows; ti portion of the North-west quarter (NO-) of Section Two (2) and the North-east quarter (NE-,I) of Section Three (3) , both Sections being in Township Six (6) South, Range Ele-: en ( 11) West , S. B. B. & 11. , particularly described as follows; Beginning at a point of compound curve which point is North 810 561 811 'Nest a distance of 300 feet from the North-westerly corner of Smelt zer Avenue and Clay Street (now known as Summit Avenue) shown on a Map of Garfield Street Addition to Huntington Beach, recorded in Book 7 , pages 27 and 28 of Miscellaneous Maps, records of Orange County, C::,tlifornia, and running thence in a Westerly direction a distance of 445.058 feet from said point of be�2innirg along the are of a, circle' of radius of 510 feet , the center of which circle bears South 310 281 West from point of begin- ning, to a point of compound curve; thence Southerly alp: the arc of a circle of 135.362 feet radius, a distance of 240.03 feet to a po _nt of compound curve; thence South-easterly alon the arc of a circle of 613. 1b6 feet radius through a distance of 222. 950 fet:t to a point of comp;-)und curve; thence Easterly alon., the arc of a circle of 305.543 feet radius through a dist::-..nce of 470.41 feet to a oo,.rit of coaipo..und curve; thence . -4- North-easterly along a arc otr a circle of 139.52 feet radius, trirough a distance of 86. 74 feet to a point of compound curve; thence North- westerly along the arc of a circle of 210 feet radius through a distance of 226. 79 feet to the point of beginning, containing 5. 17 acres, more or less, as reserved in the deed from Huntington Beach dater Company to the Huntington Beach Company recorded September 25th,. 1920 , in Book 363, page 392 of Deeds, and. re-recorded October 16th, 1923, in Book 459 , page of . Deeds, records of Orange County, California. and the title to the land next hereinafter described is now vested in HUNT INGTON BEACH WAThR COMP v , a Corporation, by deed dated July 5th, 1921, from Huntington Beach Company. Free of all I n o u lei b r a n c e a Except lat. ,Stye Corporation Franchise Tax for the year 1928, not examined. 2nd. Taxes for fiscal year 1928-1929, not yet payable. ..s�Oit -DESCRIPT ION- All that certain real property situated in the City of Huntington Beach, County of Orange, State of California, described as follows:- Lots One (1) Three ( 3) Five (5) and Seven ( 7) in Block Seven o• Hundred Twelve (712) of 'Wesley Park Section, Huntington Beach', as shown -� on a Map recorded in Book 4, page 17 of Miscellaneous Maps, records. of .-o Orange County, California. Excepting therefrom all mines, minerals, oils, gases and other hyuro- carbon substances under said property with the power to take said minerals, oils and gas from under said .property and to lay and repair pipes for conveying said minerals, oils or gas over and across said property and to erect upon said property any buildings, structures, machinery or other appliances incident to the recovery of said minerals -5- oils or gas from said lands, as excepted in the deed for said lots from Huntington- Beach Company to Huntington Beacn Water Company, dated July 5th, 1921 , recorded July 14th, 1921, in Book 401, page 581 of Deeds, records of -Orange County, California, which deed provides that n3thing cantained in said reservation shall entitle grantor to actually drill any . well for oil or gas or other mineral upon said 0re-mises and all of said mineral operations shall be conducted in a- manner so that at all times . grantee shall have - full and absolute right to explore for and produce from said land water without lii-idtation, and to operate and produce from any water well placed ucon said land, water for its uses. Note.' No examination has been made as to City Taxes or assessmentso and the title to the land next hereinafter described is now vested in HUIVTITvGTON BEACH VYATER 00kiPAN a Corpor. ion. Tee o ,$,],� 7 n c u m b r a n n e s. Excel let . State CorRoration Franchise Tax for the year 1928, not examined. " 2nd. Taxes for fiscal year 1928-1929, not yet payable. -DES CRIPT 1Oh'- All that certain real property situated in the County of Orange, State of California, described as follows, to-wit :- Lot Thirty-three (33) in Block "A" ; Lot Thirty-nine ( 39) . in Block "B" ; Lot Twenty-nine ( 29) in Block "C" ; Lot Twenty-eight (28) in Block "D" ; Lot Twenty-five ( 25) in Block ''E" and Lot Twenty-seven (27) in Block "F" all in "Garfield Street Addition to Huntington Beach" , as shown on a Map recorded in Book 7, pages 27 and 28 of Miscellaneous Maps, records of Orange County, California. Blocks "C" , "D" , and "F1' are subject to the reservation of the use and control of cienegas and natural streams of water , if any, -6- naturally upon, flowing across, into or by .said described tract, and subject to the right of way for and to construct irrigation or drainage ditches through said tract to irrigate or drain the adjacent land. Subject to an easement over the rear 4 feet of all of said lots for water mains for irrigation purposes and for pole lines as shown on said Map. Said Lot Thirty-three ( 33) in Block "A" , Lot Thirty-nine ( 39) in Block IIB" , Lot Twenty-eight (28) in Block "DII and Lot Twenty-nine ( 29) . in Block "C" are subject to a right of way as granted to the Standard Oil Company by deed recorded in Book 377, page 303 of Deeds, records of Orange County, California. Said Lot Twenty-seven ( 27)- is . subject to a right of way as granted to the Standard Oil Company by deed recorded in Book 447, page 335 of Deeds, records of Orange County, . California. Subject to easements, franchises and licenses affecting a portion of said lots as recited in the assignment from Amalgamated Oil Company to Associated Oil Company recorded in Book 533, page 1 of Deeds , records of Orange County, California. This Guarantec Is Issued upon the stipulation that the liability of this Company shall In no case exceed in all the amount stated on the first page hereof and shall in all cases be limited to the actual loss of she persona end eorporadon+for whose protection and benefit this Guarantee is issued u their respective interests me appear provided,that each subsequent owner or pledgee of any indebtedness secured by mortgage or deed of crust shown herein,shell be entitled to,end shell have ell the=cc=rights and remedies assured to the original owner thereof by the issuance of this Guarantee. This Guarantee does not include an examination of or report on,or guarantee as to: Reservations in Federal or State Patents,building contracts,crop or chattel mortgages and recitals contained therein,water rights,mining claims,or matters affecting title resulting therefrom. Action by any government or public agency for thelpurpose of regulating,restricting or controlling the occupancy or use of the land herein described or any structure thereon. The records of any local district or city other than the City of Santa Ana,and taxes,assessments and bonds of any such district or city,other than said City of Santa Ana,not now due and payable to the County Tassessmentsx Collector,and in the City of Santa Ana aniy after the amount has become a record Ilan. The validity or legality of any tax sale,public assessment,lease,easement,declaration of homestead,attachment,provision in deeds relating to the use of the land or money Judgment mentioned herein. Liens for any Inheritance Tax on property transferred in contemplation of death,until notice is shown by the official records of the County of Orange, that proceedings for the collection of(such tax have been commenced. Matters not shown by the le al covered hereby. JIM Sf 01I1ttt8f die_Orange County Title Company has caused these presents to be signed by Its duly authorised officers, under Its - CoeporeceSeal,thia 4th day of October, 1928, at 8:00 A. M. ORA U 1nE ZomPANY EGP:HRNAlf now i a I Z-OC, yo. 77 o B.F io 20 �1is .vla�3. o.ce. ccr/. i - � r• -,6 oTV , - I Z&VAP Or i o ; h I . \ � O � u i ORANoz COVNTT TITLE COMPA11r /v r ��`.`�.� �i�•.%'�� 1. . � .,� � � '• t I SIi AA 0 7 2FIX 712 4a �� _ �• /yes/may�r�r 3e� f�Ur��ii�q r� �n�`i ly a ��e Oannes Coumm Timm CmwAxv i . i I i 1 i i �AA o .3ho y r�9 20A:?S el, O'.A Z, —IV BIX B '' a C�4. 7 _ Rs 1�•.tB .0%Cs. .o%�. o.Ca Qs/. 0 h . OaANoz Coorrr IYna Comrwsr i e n O wn ' Bk 7 aris .plc:. /"laleas. acb ml TL TL JAD JW i j I 1 di c •o F � k1o; ()RAVGZ C,OVNM TITLE COMPANY PERSONAL PROPERTY I. Vehicles 1954. Chevrolet 1/2 Ton Pickup (Serial No. 454Lo12084) .1957 Chevrolet 3/4 Ton Pickup (Serial No. 3E57L105455) 1961 Falcon 2 door Sedan (Serial No. 1R11U164686) 2. Power Tools 20' - 1-1/2" Suction Hose Schramm 105 Air Compressor 1 Schramm BT 32 Tamper 133 S. M. Multwane Drill 1 Thor #18 Clay Digger 1 Gardner Denver Model Diggers 1 Gorman Rupp Pump 3. Office Furniture Company Sign Straight Back Chair Sofa Lounge Wicker Frame Drinking Fountain Stub Cutter Counter with 2 Cash Drawers Floor Safe Desk 6 Drawers Desk 3 Drawers Adding Machine - Split Carriage Typewriter 15" Carriage Sec. Posture Chair Sec. Posture Chair Wall Heater - Gas Desk 6 Drawers File Cabinet 4 Drawers Arm Chair Swivel Chair ' Straight Back Chair Straight Back Chair Adding Machine - Hand Operated Desk 6 Drawers Arm Chair - Swivel Straight Back Chair - Swivel Straight Back Chair - Swivel 14" Royal Typewriter #52 Flewelling Oak Stand 4. Communication Equipment Mobile Radio Units #A-53315 Mobile Radio Units #67901 1 Base Station 1 Table Model Radio Exhibit B - Page 1 5. Tool Shop and Garage Equipment Expendable Tools Welding Outfit 1 Weld Tip 1 Weld Tip 1 Wallace & Tierman Comparator 1 A7393 Aerol Hand Pump 1 Gauge Model 1 G 531 1 Rigid OOR 1/8 1 Acme Gas Mask 1 A7393 Aerol Street Hand Pump 1 #2 Vulvan Chain Vise 1 #045 Columbian Bench Vise 1 CM 678 Acme Gas Mask 1 Gauge Model 1 G530 1 E-4 Machine Master Electronic hitch-leak Detector 1 24 Hr. Recording Register Exhibit B - Page 2 MAIN EXTENSION REFUND AGREEMENTS Date Type Amount Refunds Balance Due of of of Made to as of. Name Contract Contract Advance 12-31-62 12-31-62 State of California and City of Huntington Beach 12-15-48 35% 30-year $ 11,058.86 $ 6,500.82 $ 4,558.o4 Ralph E. Welch 5-5-54 35% 10-year 2,913.00 557.28 2,355.72 Atlas Builders 8-14-62 65% 10-year 4o8.00 1.87 4o6.13 William C. Bray 1-19-62 65% 10-year 539.81 - 539.81 Ben Capocciama 6-26-59 65% 10-year 2,753.00 2,096.7o 656.4o Huntington Beach Union High School 12-27-57 65% 10-year 4,075.83 - 4,075.83 Lester R. Peterson 2-15-61 64 10-year 292.49 - 292.49 Anaheim Realty, Inc. 6-2-59 22% 20-year 12,944.40 1,362.24 11,582.16 Chip & Norma Lee Chasin 1-25-61 22% 20-year 1,574.00 179.73 1,394.27 Evans Building Co. 10-2-59 22% 20-year 7,512.00 780.02 6,731.98 Fernhill Homes 12-11-61 22% 20-year 5,447.77 - 5,447.77 Fernhill Homes 5-7-62 22% 20-year 2,750.00 317.57 2,432.43 Harper Development Co. 7-1-60 22% 20-year 6,383.46 239.32 6,144.14 Southern California Edison Company 8-27-56 22% 20-year 61,500.00 17,825.34 43,674.66 Terril Investment Co. 10-17-60 .22% 20-year 4,337.00 144.86 4,192.14 Total $124,489.62 $30,005.65 $94,483.97 Exhibit C LEASED PROPERTY 1. Office Lease 220 Main Street, City of Huntington Beach, dated January 1, 1961 for five (5) years. Copy attached hereto. 2. Lease of Booster Station site Dated September 15, 1949 for period of fifteen (15) years. Copy of lease and description of property attached hereto. Exhibit D 2 THIS &SASE, made in duplicate this lot day of January* 3 1961, by and between MC CALLEN REALTY SYNDICATE, a co-partnership 4 consisting of M. M. McCallen, H. H. McVicar and Hazel L. Rood, B ' as co-partners, herein known and designated as Lessor, and 8 SOUTHERN CALIFORNIA WATER COMPANY, a corporation organized and 8 existing under and by virtue of the laws of the State of Cali- 9 fornia, herein known and designated as Lessees 10 WITNESSSTH: 11 WHEREAS, the Lessor owns that certain real property 12 - hereinafter described, together with the building thereon, which 13 said property is located at 220 Main Street in the City of 14 16 Huntington Beach, .County of Orange, State of Californian and 16 WHEREAS, said real property, above mentioned, is 17 described as follows: 18 All of Lot Twenty (20) in Block Two Hundred Three 19 (203) -of Huntington Beach, as per map recorded in Book 3, Page 36 of Miscellaneous Maps of Orange 20 County, California. EXCEPTING THEREFROM the South- westerly 631 inches thereof: 21 and 22 23 WHEREAS, Lessor desires to lease said premises and 24 improvements .to Lessee, and Lessee desires to lease said property 26 and improvements from Lessors 26 NOW, THEREFORE, in consideration of the premises, and 27 of the covenants and agreements herein contained, and the rental 28 herein agreed to be paid, and the faithful performance of all of 29 the covenants and conditions herein. agreed to be performed, Lessor . 30 31 does hereby lease and demise, and the Lessee does hereby agree to 32 . accept and take the above described real property and improvements -1- I for a term of five (5) years, commencing on the lot day of January, 2 19614 upon the termss conditions and agreements herein expressed; 3 (1) Lessee agrees to pay the rent herein reserved at 4 the times and in the manner herein provided, and to observe and 6 . perform all of the terms and conditions herein contained, and the 6 Lessor covenants and agrees that during the term of this lease the 7 8 Lessee shall have peaceable possession of said demised premises. 9 (2) The term of this lease shall be five (5) years from 10 the lot day of January. 19618 and shall terminate on the lot day 11 of January, 1966. 12 (3) The rent .to be paid by said Lessee to the Lessor for 13 said demised premises is the sum of Nine Thousand ($9,000.00) DOIIWB 14 for said term* rich said rental shall be paid -in -monthly install- 15 . 16 ments of One Hundred Fifty ($150.00) Dollars each, due and payable 17 on the lot day of each and every month hereafter, beginning January 18 1, 1961. Receipt is hereby acknowledged of the sum of One Hundred 19 Fifty ($150.00) Dollars, representing the first month's rent. 20 (4) Lessee covenants and agrees that the demised premr- 21 Lees shall be used for the purpose of carrying on the business of 22 water company, and for no other purpose except with the written 23 24 consent of the Lessors Lessee agrees that it shall not use or 25 suffer said premises to be used for any purpose that may tend to 26 injure said premises in any wise whatsoever,, and Lessee shall not 27 use said premises in violation or contravention of any laws of the 28 United States of Americap State of California, County of Orange or 29 the City of Huntington Beach or any other proper governmental 30 Authority; Lessee agrees to save and hold Lessor harmless from an 31 32 penalty or damage or claim of any kind by reason of the violation 2 - 1 of any of the terms or covenants of this lease, whether occasioned 2 by Lessee or any person or persons holding under or acting for and 3 with the consent of Lessee. 4 (5) Lessee has examined the aforementioned premises and 5 does hereby acknowledge that the sane are in good order and condi- 8 tion, and Lessee agrees to maintain, throughout the term of this 8 lease, said premises in good order and condition. 9 (6) The Lessee will pay the said rent reserved to the 10 Lessor at Huntington Beach, California, or at such other place or 11 places as may be designated from time to time by the Lessor at the 12 time and in the manner provided as aforesaid for the payment 13 thereof; without deduction or delay; and in the event of the 14 15 failure of the Lessee so to do, or in the event of a breach of any 16 of the other covenants or agreements herein contained on the part 17 of the Lessee to be kept and performed, it shall be lawful for the 18 Lessor to re-enter into and upon the said premises, and every part 19 theraof, and to remove all persons and property therefrom, and to 20 repossess and enjoy the said premises. Any re-entry or re-possession 21 of said premises by the Lessor, or any notice served in connection 22 , 23 therewith, or for the money due the Lessor hereunder, shall not 24 operate to release the Lessee from any obligation under this lease, 25 except with the written consent of the Lessor. 26 If the Lessee shall be in default in the performance of 27 any condition, covenant or agreement herein contained, or shall 28 abandon or vacate said premises, besides other remedies or rights 29 the Lessor may have, it shall be optional with the Lessor to re-let 30 31 the said premises, or any portion thereof, for such rent and upon 32 such terms as the Lessor may see fit, and if a. sufficient sun shall 3 - 1 not be thus realized after paying the expenses of such reletting 2. and collecting to satisfy the rents .hereby reserved, the Lessee 3 agrees to. satisfy and pay any deficiency, and to pay the expenses 4 of such reletting and collecting# including any and all attorneys ' 5 fees and real estate commissions. 8 7 Tim is of the essence hereof. 8 (7) Lessee will not assign this lease, or any interest 9 therein• and will not lease or underlet the said premises, or any 10 part thereof,, or any right or privilege appurtenant thereto, with- out the 'written consent of the Lessor first had and obtained, and 12 a consent to one assignment or subletting shall not be construed as 13 & consent to any subsequent assignment or subletting. And it is 14 15 hereby mutually covenanted and agreed that, unless such written 18 consent thereto has been so had and obtained, any assignment or 17 transfer, or attempted assignment or transfer, of this lease, or of 18 any interest therein, or underletting, either by voluntary or in- 19 voluntary act of the Lessee, or by operation of law, or otherwise, 20 shall at the option of the Lessor terminate this leases and any 21 22 such purported assignment (by death excepted) , transfer, or under- 23 letting, without such consent, shall be null and void. The Lessor' 24 consent to any such assignment, or subletting, shall not relieve 25 the Lessee from any obligation under this lease, unless the Lessor 26 expressly agrees in writing to relieve the Lessee from such obliga- 27 tion. 28 (8) The Lessee will permit the Lessor and its agents to 29 enter into and upon said promises at all reasonable times for the 30 31 purpose of inspecting the same, or for the purpose of repossessing 32 said premises, or for the purpose of making repairs, alterations or additions to any portion of said building, without any rebate of - 4 - 1 rent to the Lessee for any loss of occupancy or quiet enjoyment of 2 the premises thereby occasioned: and will permit the Lessor at any 3 time after thirty (30) days prior to the expiration of this lease 4 to place upon said premises any ordinary "To Let" or "To Lease" 8 sign. The Lessee will permit the Lessor, or its agents, upon any 6 default or violation under this lease by the Lessee to remove any 7 8 sign, or signs, on said premises, and substitute therefor any sign, 9 or signs, which the Lessor may deem advisable. 10 (9) The Lessee, as a material part of the consideration 11 under this lease, does hereby assume all risk of injury, or damage 12 to persons or their property, in or on -the said premises from every, 13 source, and the Lessee will hold the Lessor harmless on account of 14 15 any such. damage or injury. 16 (10) The Lessee will pay for all water, heat, light and .17 power supplied to the said premises. 18 (11) On the last day of the said term, or other sooner 19 termination of this lease, the Lessee will peaceably and quietly 20 leave, surrender, and yield up to the Lessor all and singular the 21 said premises, with. the said appurtenances and fixtures, in good 22 order, condition, and repair, damage by irresistible superhuman 23 24 cause excepted. 25 (12) In case suit shall be brought for an unlawful de- 26 tainer of the said premises, for the recovery of any rent due under 27 the provisions of this lease, or because of the breach of any other 28 covenant, promise, or condition therein contained, on the part of 29 the Lessee to be kept or performed, the Lessee will pay to the 30 31 Lessor a reasonable attorneys ' fee, which shall be fixed by the 32 court as part of the costs of such suit. Upon the filing of any I 5 - i 1 action for unlawful detainer, or any other action by the Lessor 2 against the Lessee . under the terms of this lease, the court may 3 appoint a,receiver without notice to the Lessee, to take possession 4 of the said premises, operate any business thereon conducted by the 8 Leesee, .or terminate said business, remove the goods, chattels and 6 fixtures of the Lessee therefrom, and conduct any other business 8 thereon, and collect any rent that may be or become due from any 9 sub-tenant, pay all operating and court expenses, and hold the 10 balance, if any, during the pendency of said action. 11 (13) The waiver by the Lessor of any breach of any term, 12 covenant or condition herein contained -shall not be deemed to be a 13 waive of any subsequent breach of the same or any other term, 14 16 covenant or condition herein contained. The acceptance of any pay- 16 as from Lessee by Lessor or of any performance of this lease by 17 the Lessee after such breach shall not be considered and deemed 18 to be a waiver of such breach unless such waiver is made in writing 19 by the Lessor. 20 (14) The covenants and conditions herein contained shall ' 21 subject to the provisions as to assignment, apply to and bind the 22 23 heirs, executors, and assigns of the parties hereto. 24 (15) Lessee shall not be entitled to any money %hatsoeve 26 by reason of any judgment had or award obtained for the destruction 26 or condemnation of the demised premises or leasehold estate and the 27 Lessee's interest therein by eminent domain proceedings, except that 28 where the part of any award or judgment is made on account of the 29 destruction or condemnation of any building or other structure con- 30 31 structed on the premises herein demised, by the Lessee, Lessee shal 32 be entitled to that part of the judgment or award so made for the condemnation of or destruction of any such building or other struc- - 6 - ture or part thereof as may have been erected by the Lessee at 1 Lessee•s cost and expense. 2 . (16) That in the event of fire or earthquake, or other 3 4 casualty, - which shall cause substantial damage to said demised 5 premises, the lessor and/or the then owner thereof, shall not be 6 under obligation to restore and rebuild said premises, but may elect 7 to terminate this lease and in case such fire, earthquake or other 8 casualty shall render said premises uninhabitable or undesirable for 9 the purpose for which leased and used by Lessee, the said Lessee mays 10 at its option, terminate this lease, and upon such termination by. 11 either party hereto, the Lessee shall not thereafter be liable for 12 13 any further rent hereunder, except for rent actually accrued prior 14 thereto. 15 (17) In the event of fire or earthquake or other casualty 16 which shall cause only partial damage or damage which, in the dis 1.7 cretion of Lessor, Lessor is willing to repair,, and such repairs 18 can be made within a period of not to exceed sixty days, then 19 Lessor may have the right to demand that the lease continue in full 20 21 force and effect, but that the rent during such period of repairs 22 or reconstruction shall be abated or suspended. 23 (18) The remedies contained herein and.granted to the 24 Lessor shall be deemed to be cumulative to any and all remedies now 25 or hereafter provided by law. 28 IN WITNESS WHBRSOF, the parties hereto have executed this 27 28 lease as of the date herein first written, in duplicate, .the Lessee 29 having caused this lease to be executed by its officers thereunto 30 duly authorized under its name_ and corporate seal. 31 SOVMRN C FORNIA WATER COMPANY t REALTY SYNDICA 32 Hy H Z/U__��, 194 % Pros dent _._.._.._ ; ,. allen, Co-Partne By LESSOR Secretary � AAAA This MMMTMtZ OF MASS, dated this 15th day of September, 1949, between HWiTIMM ON BEACH COMPANT, a California corporation (hereinafter called "Lessor") with an office and place of business at 1210 Main Street, Huntington Beach, California, Lessor, and SOOTNBRM CALIFORNIA WATER COMPANY, a California corporation (hereinafter called "Lessee") with its principal executive offices located at 950 Bendis Building, 1206 South Maple Avenuo, Loa Angeles 15, California, That for and in consideration of the payment of the rents hereinafter pro- v1ded and of the performance of the oovenants, conditions and agreements heroin~ sontalned, Lessor" does hereby lease and demise unto Lessee and Lessee does hereby 'rent and hire from Lessor that oortain unimproved parcel of land situated in the County of Crangep State of California, described as follows: That part of the parcel of land in said County of Orange, conveyed by deed recorded August 29, 1917, in Book 303, Pegs 229, of Deeds, records of said County, and designated therein as parcel No. 1, described as lollowso Beginning at a point of compound curvature in said parcel, said point. being oo®oa to the ourves of radius 613.156 feet and 305.543 feet, respostively, then Basterly along the gave of radius 305.543 feet, 76.00 feet to the true point of beginning, thence M. 170 280 09" Z. . _ 70.00 last, thence S. 72c 311 51" Z. 77.79 foot, thence S. 170 281 09" W. 70.00 feet to a point in acid curve of radius 305.50 feet, thence Westerly along said our, 78 feet more or less to said true point of 1»ginnieig: TO HAYS AM TO HOID .said demised promises unto the Lesaee, its successors and assigno, for the term and upon the conditions, covenants and agreements heroin after set forth. . W � 1. The term of this lease shall be for a period beginning on the 0� date hereof and continuing for 15 years and thereafter from year to year until said term and this lease shall be terminated by written notice from either the Lessor or the Lessee to the other thereof given at least one year prior to the date of such termination to be specified in such notice. 2. =I. As rent for said demised premises Lessee shall pay to Lessor 0 r year. Such rent for each earl rental period shall the soy o! ten dollars (,1 ) per y yearly be payable in advance on or before the first day of the yearly rental period with respect to; which such rent is so payable• 3. PRIM.- Said devised promises shall be used szolusirely as, a site for a booster plant in connection with the operation of a public utility water bdsisasaw. Lassse shall cause an laws, ordinances and other segnirementa of any governmental authority applicable to the use or condition of said demised promises to be, fully met and complied with without cost to Lssor. 4. Lessee accepts said demised promises in their present oondition and Lessor shall be under no obligation to make any improvement thereof or otherwise to pat said demised promises in condition suitable to or required for, any use to be made thereof bpr the Lssee. The Lessee, at its option, may at any time or from, time to time during the term of this lease make, install, alter or change the location of any buildings, structures, machinery, pumps, plants or fixtures or other improvementa or equipment of any kind or sharseter upon said demised promises for use thereon in the operation of the public utility water businesaj provided, howevers that mush l its do not interfere with existing facilities located on said demised premiss, The cost of'makiogp installing, altering or changing the location of any mob buildinga, atructuresp maohinery,•pumps, plants, fixtures or• other lis- provements or equipment shall be borne by Lessee and. Lssen shall hold Lessor hano- lass A am and against all liability based upon or arising out of any mob cost* Lessee shall promptly diseharge or cause to be discharged any and all machenieal liens or similar *barges *bleb say arise or be claimed an assount of any sash costs* In'•the event of ter•inatien of this lease, the Lwsese shall promptly coomenos the removal of all buildings, strnetures, machineMp pumpep plantep fixturesp and other improvements or equipment installed by Lessee upon said demised premises and shall diligently continue the work of such removal .untIl it is completed. The Lessee shall restore said demised promises to as near their original condition an is reasonably practicable and shall leave said demised premises in a neat, clean and orderly condition. If the Iessee fails to remove such facilities or any thereof or fails to restore said demised promises)withis sixty days after termination of this lease, then the Lossor may elect to take title to mob facilities or any thereof 2 � without payment by or cost to the Lessor, or may cause such facilities or any thereof to be removed and disposed of and said demised premises to be restored, all at the expense of the lessee. The Lessee shall pay to the lessor upon demand the entire expense of such removals, disposition and restoration and the lassor shall not be or behold liable or in any way responsible for any expense, loss or damage-to the Lessee resulting from such removals, disposition or restoration. S• . So long as any of the aforesaid buildings, structures, mashinerys, pump plants, fixtures and other improvements or equipment shall remain the .property of the Lessees, all tams and assessments levied thereon shall be paid before delln- quency by the lessee. Lessor shall pay before delinquency all tams levied and assessed upon the above described land hereby leased to Lssee. 6. SRRIICE CHARGES. lessee shall pay for -all charges for telephones, olectricitys, eater or other public utility services rendered at its request to the demised promisss.by any third party and shall hold the lessor harmless f2va and against all such charges. 7. If Lass shall fall to pay rent as herein provided when the sane become due and payable or shall fail to observe or perforce any.other covenants, conditions, or obligation of this lease on its part to be observed or performads, then in any sash event lessor shall have the right to enter into possession of the demised premises and to remove all persons and property therefrom ands, at the option of Lessors, to ter•inate this lease. The foregoing envmeration of rights and readies of lassor shall not be exclusives, but in addition thereto Lessor mW exercise any and all other rights and remedies to which it is legally entitled by reason of any failure or default hereunder on the part of lasses. A11 such rights said remedies of lassor shall be cumulative and the exercise of one thereof by Lasser shall not impair its right to any other thereof. The waiver by Lsssor of any breach of any term, conditions, covenant or provision of this lease shall not be deemed to be or constitute a waiver of any other breach thereof. . S. 0REHM. The Lessee shall not sell or otherwise dispose of dny building or other structure now or hereafter located upon the demised premises or. sell or assign this leases, or any part thereof, or interest therein, or sublet Cr - 3 • underlet the demised premises in whole or in part, or become associated with any other person, directly or indirectly, as partner or otherwise, in regard to Lsesee's Interest in, to or- under this leass, ,or permit anyone to occupy said premises or any part thereof in plate and stead of Losses, or occupy the said promises or any part thereof as trusts* of an express or implied trust for any person whomsosvel, without the written consent of the Lesson no written consent by the Lessor hereunder *ball be deemed a woiver by the Lessor of any of the provisions hereof, except to the extent vf, amh consent. And any assignment of this lease or any interest therein or by operation of law, by any process or proceeding of any court, or by attachment, execution, proceedings in insolvency or bankruptcy, whether voluntary or.lavoluntary, or receivership or reorganization or composition proosedings, shall constitute a b*+eash of the covenant against the assignment of Lessee's rights here• model, . 9, The Losses agrees .to hold ths .Lessor and its present mad future subsidiaries harmless from and to indemnify them against any and all damage to or loss of propertyi,'or injury to or death of persons# that directly or indirectly may.be sausid by or arise or result from lasseo!s ocoupansy or use.of said premises, or the enjoyment of any of the rights herein, or the breach by Lessee of any of LesaMfs obligations hereunder, irrespective of may negligence of Lssor. the Los*ee also agree* to hold the Lessor and its present and tuture subsidiaries harmless fyram and to indonaM then against any slain for damage to or loss of aay buildings# atsuetures, a or other property of the Lsssoo in, on, and about the said demised.premises, or injury to or death of say person on said premises on behalf of or at the invitation.of the Lessee, whether such claim arise out of the negligence of the Wm.* or its present or future subsidiaries# or otherwise• 10. Any notice with respest, to any matter covered by this lease shall for all purposes be deemed to have been properly and sufficiently given if sent by mail addressed, in the same of a notice to Lssee, .to it at its address herelsabove given# or, in the ease of a notice to lassor, to it at Box 1109 Huntington Beach, California. Zither party may at any time give notice to the other party of a change in the address to which notices thereafter shall be sent to the party giving notice of such change, This lease is made subject and subordinate to all the terms, covenants, and conditions of that certain oil and gas lease. between Huntington Beach Company, as Lessor, and Amalgamated Oil Company, as Lessee, dated October 12, 1920. • IN WITNESS WHEREOF, the parties hereto have executed this lease the day and year first above given. HtTNTINGTO BEACH COMPANY wsa• Pre ident, Hy AS.-M ANT Secretary (LESSOR) SOUTHERN CALIPORNIA WATER COMPANY President Secretary (LHssHi) TLDE WATER ASSOCIATED OIL COMPANY, successor in interest of A_algamated Oil Company, Losses named in that certain oil and gas lease dated October 12, 1920, between Huntington Beach Company and said Amalgamated Oil Company, soverleg, among other lands, the lands described In the foregoing booster plant lease dated the lsth.day of September, 19499 does hereby consent to the making of said booster plant lease with the understanding that said booster plant lease shall be subject to the terms, covenants and conditions of said oil and gas lease dated October 12, 1920, and further, subject to the provlso that all of the covenanto, terms and conditions in said booster plant lease dated the 15th day of September, 1949, contained, except the right of Huntington . Beach Company to resolve the rental as provided for in said booster plant leaso, shall inure to the benefit of said Tide Rater Associated Oil Company# as well as to the benefit of Huntington Beach Company, Southern California Water Company, the lessee named in said booster plant lease dated the 15th day of September, 1949, horebr accepts said consent subject to the above condition and provisions and agrees to be bound b® and perform the samea DATED this ' day of O_ar-e&S:Q , 1949. TIDE WATER ABSOC IATED OIL OOMPAIR SOUTHERN CALIFORNIA WATER COMPANY I E PRESIDENT V) _._. . NON-OPERATING PROPERTY (EXCEPTION) DESCRIPTION: Lot Two (2 and the East one-half (E 1/2) of Lot four (�) of Tract No. 77, as shown on a map recorded in Book 10, Page 20 of Miscellan- eous Maps records of Orange County, California. Copy of Title Policy attached. I Exhibit E / SOUTHERN CALIFORNIA WATER COMPANY GENERAL OFFICES CITY CLERX fyf. 11011 SOUTH VERMONT AVENUE Los ANGELES 44, CALIFORNIA, September 16, 1963 V Mr. Doyle Miller Administrator City of Huntington Beach P.O. Box 190 Huntington Beach, California Dear Doyle: Enclosed are three fully executed copies of the Proposed Agreement of Purchase and Sale of the Southern California Water Company operating utility property in the City of Huntington Beach. You will note the original draft contemplated signing in the month of August so it has been necessary for me to insert the month of of A lace in September p p August on Page 1. I have initialed this change to indicate the fact that it was made by me. We are preparing the Application to the Public Utilities Commission for approval of the Purchase and Sale. As soon as the final draft is completed we will submit it to you for any comments you might wish to make. Very truly yours, 1 Philip F. Walsh President SOUTHERN CALIFORNIA WATER COMPANY PFW/IAP Enclosures cc - Mr. Edwin A. Wells, Jr. Stone & Youngberg Mr. Donn B. Miller O'Melveny & Myers STONE & YOUNGBERG DANIEL STONE MUNICIPAL FINANCING CONSULTANTS RICHARD M.BARTLE BENJAMIN J.BAUM EDWARD W.BURNETT DON M.DAVIS 1314 RUSS BUILDING DAVID E.HARTLEY RICHARD P.GROSS SAN FRANCISCO 4 PATRICK J.KAVANAUGH YUKON I-1314 BARRV M.NEWMAN EDWIN A.WE LLS.JR. EVERETT D.WILLIAMS March 7, 1963 The City Council City of Huntington Beach City Hall Huntington Beach, California Attention: Mr. Doyle Miller, City Administrator Gentlemen: As you know, the scope of the project to be financed by revenue bonds has been enlarged with the offer of the Southern California Water Company to sell its system to the City of Huntington Beach. In this connec- tion, we feel that it would be desirable that we come to an understanding as to our compensation in connection with the additional work involved. Our firm has been employed in connection with several major acquisi- tions of this type. These include acquisitions for the cities of Lakewood, Hanford, Petaluma, and Vacaville, and several major water districts . Our services include among other things, preliminary analysis of the economic value, negotiations for purchase of facilities, and marketing of revenue bonds. Inasmuch as we already have an existing contract with the city, which contemplates the issuance of revenue bonds, we feel that such additional services as we might perform in the foreseeable future can be done under the existing contract without any amendment as to fees.. Specifically, we will: 1. Prepare a supplementary financing report setting forth the infor- mation and analysis connected with the acquisition of the company. This would be done without additional cost to the city. 2. Participate in negotiations with the company for a reasonable period of time in connection with arriving at a negotiated price .for the system. This also would be done without additional cost to the city. If, however, it develops that negotiations will take an unusual length of time or that our services are needed in connection with eminent domain proceedings, we would at such time reopen the matter of fees . Board of Directors March 7, 1963 Santa Clara County FC and WCD Page 2 3. We would assist the city in those phases connected with marketing the bonds. Our fee, in connection with such services as described in our contract, and those enumerated above would be contingent upon the sale of the bonds and in accordance with the fee schedule in our existing contract. As a matter of record, we would suggest that you take the following actions relative to our employment:_ (a) Approve the general terms and conditions for our additional services in connection with our existing contract, as explained above. (b) Authorize the firm of, Stone & Youngberg to participate in the negotiations with the water company to determine the purchase price for the system. If you have any other questions or suggestions, please do not hesitate to get in touch with us . Very truly yours, STONE & YOUNGBERG Edwin A. Wells, Jr. EAW:wl cc: James D. Plunkett, City Attorney I SOUTHERN CALIFORNIA WATER COMPANY GENERAL OFFICES 11911 .SOUTH VERMONT AVENUE Los ANGELES 44, CALIFORNIA March 5, 1963 Mr. Doyle Miller Administrative Officer City of Huntington Beach Huntington Beach, California Dear Mr. Miller: The attached report prepared by the Company's Engineering Department relates to the Company's water supply at the Golden West Plant in Hunt- _ ington Beach. It includes a general description of the physical property, history and geographic significance together with a plot plan and various curves as supporting data for the facts developed -in the report. It further includes historical monthly water levels, both static and pumping, from the year 1947 to date. There is also included geochemical analyses of the water developed at the- Golden West Plant. The significant aspect of the report is summarized by the conclusion that the present production of approximately 2,200 acre feet per year can be increased to 7,500 acre feet per year. With respect to our recent offer to make available to the City of Hunting- ton Beach Municipal Water Department our existing facilities for the connection of services I want to emphasize that if those services are connected to our system we will render the service on a permanent basis regardless of the outcome of our-negotiations to sell our facilities to the City of Huntington Beach. I have previously informed you that these services may be connected to our system, at the applicant's cost, and we would bill the City of Huntington Beach for water used through these services with our present combined billing for all of the services of the City of Huntington Beach. You would thus have the advantage of being billed for this water in the tail block of our rates and the City of Huntington Beach would bill the customer directly. We trust that this letter and report definitively answers these two points resulting from our negotiations. We shall be glad to answer any other questions you might have fully and frankly. Very truly yours, 1 . Philip F. Walsh President PFWIIAP SOUTHERN CALIFORNIA WATER COMPANY Attach. cc - Mr. Edwin A. Wells, Stone & Youngberg CONTRACT EMPLOYING FINANCING CONSULTANT THIS AGREEMENT, made this 6!b day of August 1962, by and between the City of HUNTINGTON BEACH, Orange County,. California a City duly organized under the laws of the State of California (hereinafter called "City") , party of the first part, and STONE & YOUNGBERG, Russ Building, San Francisco 4,. California, a partnership (hereinafter called "Consultant") , party of the second part: WITNESSETH: WHEREAS, City has obtained preliminary engineering data for construction of improvements and extensions to the water system serving the area; and WHEREAS, City desires to develop a feasible, economical, -and equitable plan of procedure in carrying through to completion the financing and construction of said public improvements; and WHEREAS, the preparation of such a plan and its execution require certain studies, analyses, and recommendations to be made by persons qualified by training and experience to do so; and WHEREAS, City, after due investigation and deliberation, has determined that Consultant is qualified by training and experience to perform said services; NOW, THEREFORE, it is mutually agreed as follows, to wit: City hereby employs Consultant and Consultant hereby accepts such employment to perform the services, upon the terms, subject to the conditions, and in consideration of payments as hereinafter set forth: Services to be Performed by Consultant: Consultant shall perform in a diligent manner the following services: - 1 - I 1 . Assemble, review, and analyze all available financial, engineering, legal and economic data and information, which may have a bearing on a program for financing the ac- quisition or construction of the proposed public improvements. 2 . Based on the foregoing analysis, prepare and submit to City copies of a written report containing, in addition to other information, the following: (a) A general review and description of the proposed improvements, their purpose and benefits, their estimated capital and annual maintenance and operation costs and other pertinent information, based preimarily on data and information to be supplied by City or its engineer. (b) A detailed discussion as to possible methods of fi- nancing such improvements, the advantages and dis- advantages of each method, the general legal and practical requirements or restrictions applicable to each method, in- cluding specific references to such methods as general ob- ligation bonds, .revenue bonds, special assessment pro- ceedings, lease-purchase arrangements, State-or Federal grants or loans, and.donations whenever applicable to the proposed improvements. (c) A detailed discussion as to possible sources of revenues, such as property taxes, utility revenues, service or connection charges, rental income, proceeds from contract payments, and annual subventions or grants which might be used to amortize the indebtedness to be incurred for the capital costs of the improvements and to pay their annual maintenance and operation costs. (d) A discussion relating to possible variations in benefits to be received by different properties, taxpayers, or areas and the correlation of the same to the discussions under items (a) , (b), and (c) above. (e) Recommendations as to a specific method of financing, or alternates thereto, if applicable, including tentative debt amortization schedules, estimated interest rates, call and redemption features (if any), application of revenues, and other pertinent details relating to the indebtedness to be incurred. (f) Illustrations and examples of the financial effects of the financing program on typical property owners, taxpayers, or beneficiaries of the improvements. W . . . (g) Recommendations as to further procedural steps to be taken and timing of actions. 3. Discuss the contents of the foregoing report with City and make necessary revisions if required. - 2 - 4. If the issuance of bonds or other evidences of indebtedness to finance all or part of the costs of the proposed improve- ments is authorized at an election or otherwise, make recommendations as to exact .terms and conditions under-which bonds are to be issued and sold, including timing and method of sale, final amortization schedules, call and redemption features, sinking fund requirements, application of revenues and other details, and cooperate with City's bond counsel in drafting the necessary resolution of issuance and notice of sale. 5. Upon approval by City of the final financing details, and upon direction by City to do so., prepare the text and other material for an official statement or bond prospectus describing the improvements, the bonds, their security, -and the economic and financial background of the City, which may be duplicated or printed and mailed at City's expense together with copies of the official notice of sale to prospective bond bidders, a comprehensive list of whom shall be supplied by Consultant. - Consultant shall also contact national bond rating agencies acid .take such other steps as appear advisable to encourage strong competitive bidding for the bonds.' 6. During the entire course of employment hereunder, Consultant shall be available at reasonable times for consultation and advice relating to the financial aspects of the contemplated improvement program. Payment for Services: 7. For the services to be rendered hereunder City shall pay Consultant the following fees at the times and subject to the conditions specified: (a) . The sum of $2,500 to become payable upon submission of the report described in Paragraph 2 above. (b) A further sum equal to one percent (1%) of the amount of financing involved (exclusive of current funds of the City) to become payable upon sale of bonds or receipt by City of other funds to finance the project. Other Considerations: 8. Consultant is employed hereunder to render a professional service within the scope of its training and experience as a municipal financing consultant and any payments made to it are compensation solely for such service and advice. Outside of its normal office;overhead and traveling costs to and from its San Francisco office to perform the services contracted for, Consultant is not responsible for and shall not be held liable for any other expense or expenditure of any kind, including the following: (a) Any and all legal or engineering expense of any kind whatever. - 3 - (b) Any and all expense in connection with hearings, proceedings, and due 'issuance of bonds. (c) Any printing, advertising, -publicity, etc. , of such material or data as City may wish to have prepared in connection with Consultant's report or services herein provided for, except those specifically excluded herein. 9. Nothing herein contained shall prevent Consultant from carrying on its usual business activities, including the performance of other additional services for City, should it so desire such additional services, nor from performing similar services for other districts, cities, or public entities. 10. City agrees that its officials and employees will be requested and directed to cooperate with and assist representatives of Consultant in every reasonable way to the end that Consultant may secure all information and data required to perform the services herein provided for. IN WITNESS WHEREOF, said City, party of the first part, has caused these presents to be'executed by its duly authorized officials and said Stone & Youngberg, party of the second part, has caused these presents to be executed by one of its partners, as of the date hereinabove set forth. CITY OF HUNTINGTON BEACH . By .•Li-rz.,� MAYOR By CITY CLERK STONE & YOUNGBERG By G1J`-d Partner ATTEST: Approved as to form this Idaay0of V62 - 4 - STONE & YOUNGBERG DANIEL STONE MUNICIPAL FINANCING CONSULTANTS RICHARD M.BARTLE BE NJAMIN J.BAUM - RALPH E.BROWN DON M.DAVIS 1314 RUSS BUILDING EDWARD W.BURNETT RICHARD P.GROSS SAN FRAN CISCO 4 DAVID E.HgRTLEY BARRY M.NEWMAN YU KON I-1314 EDWIN A.WELLS,JR. EVERETT D.WILLIAMS July 2o, 1962 The Honorable Mayor and City Council City of Huntington Beach P. O. Box 190 Huntington Beach, California Attention: Mr. Doyle Miller Gentlemen: Pursuant to your letter of July 19th, 1962 we are submitting the following proposal for your contemplated water improvement program. We hereby propose to be employed as Municipal Financing Consul- tants to the city in connection with the proposed water improvement pro- gram. It appears that perhaps a desirable approach to our proposal would be to review the benefit and need for our services, the detailed services we propose to render, the charges therefor, and the background and expe- rience of our firm which qualifies us to render such services. BENEFIT AND NEED FOR SERVICES The major problem confronting local governmental bodies in sub mitting.an issue for voter approvaltis.to properly explain to the voters: 1. That the project is needed. 2. That it is economically desirable. 3. That it is within the financing ability of the community. 4. That these facts are clearly and unquestionably demon- strated to the voters prior to the election. Unless a complete financial analysis showing total costs and, equally important, costs to the local user or beneficiary of the pro- ject, are clearly delineated and all alternate methods of financing examined, confusion and uncertainty in a segment of the voters' minds usually arises and oftentimes the entity is unable to obtain approval of the project. Such is the first important function of the municipal financing consultant once the governing body decides to ask for voter approval. r The Honorable Mayor and City Council -2- July 20, 1962 The second important function involves the financing itself, how it is set up, how and when it is marketed. The"proper method of financing is .determined by a detailed fi- nancial analysis which examines every source of available income and investigates alternate methods of financing and their advantages and disadvantages. It explores difference in benefits, federal and state aids, grants and.subventions, tax rates or service charges necessary to amortize the indebtedness, as well as other financial aspects. Based upon this complete analysis, the city would be in a position to decide . upon the best procedure. to follow. -The ultimate degree of successful financing depends primarily upon the thoroughness and correctness of the basic financing plan. The financing plan must be (1) basically sound and sufficiently flexi- ble to allow for additional.future: financing should the occasion arise, (2) within the ability of the local entity to pay and under conditions that can be economically afforded and (3) of maximum attractiveness to a potential purchaser. Public entities intending to finance'.capital improvements by the° issuance of municipal bonds should consider the important fact that they are actively competing with hundreds of other municipalities in the na- tion for low interest rates and desirable loan terms. The desire for assurance that the bonds being offered obtain the best bids available in the national-market has increased the demand for the services of a quali- fied professional in that field: the Municipal Financing Consultant. His is the responsibility for establishing a sound and desirable financing . plan and expertly merchandising that plan in the highly competitive nation- al bond market. The financing consultant accomplishes his objective by (1) formu- lating a sound financing plan, (2) analyzing current bond market_condi- tions and demands, (3) preparing a comprehensive and attractive bond pro- -spectus, (4) securing-the best possible national rating for the issue, and (5) properly disseminating the information to all potential bidders. Timing of sale dates and other factors too numerous to mention herein affect bidding interest and price factors. An analysis of each of the contributing. factors is necessary to properly merchandise bonds under the best available conditions and, consequently, obtain the best prices with resultant savings. Savings in Bond Interest Charges Materially Lowers Project Cost. Most publicly-owned improvements are financed by long-term bond issues. The period of time during which such bond issues are amortized usually varies' from a 20-year period up to a 50-year period. V The Honorable Mayor and City Council -3- July 20, 1962 The importance of proper marketing procedures becomes apparent when it;is considered that for each 1/4 of 1% savings in interest rate on a $700,000 bond issue with equal annual debt service over a 30-year period results in a dollar savings of over $36,500. These potential savings become proportionately higher as the amount of bonds to be issued increases. On the other hand, as the interest rate increases because of improper marketing techniques, including a perfunctory sales presenta- tion, the extra cost to borrow money also increases proportionately. Such savings indicate the savings possible -by the employment of experienced municipal financing consultants. SERVICES TO BE RENDERED We propose to render the following services under the following terms and conditions: 1. Assemble, review, and analyze all available financial, engineering, legal and economic data and information, which may have a bearing on a program for financing the con- struction of the proposed public improvements. 2. Based on the foregoing analysis, prepare and submit copies of a written report containing, in addition to other information, the following: (a) A general review and description of the proposed improvements, their purpose and benefits, their estimated capital and annual maintenance and operation costs and other pertinent information, based primarily on data and information to be supplied by city and its engineers. (b) . A detailed discussion as to possible methods of financing such improvements, the advantages and disadvantages of each method, the general legal and practical requirements or restrictions applicable to each methodp including specific reference to such methods as general obligation bonds, revenue bonds, special assessment proceedings, State or Federal grants or loans, and donations whenever applicable to the proposed improvements. The Honorable' Mayor and City Council -4- July 2o, 1962: (c) A detailed discussion as to possible sources of revenues, such as property taxes, utility reve- nues, service or connection charges, rental income 'and proceeds from contract. payments, and annual sub- ventions or grants which might be used to amortize the indebtedness to be incurred for the capital costs of the .improvements and to pay. their arinual maintenance and operation costs. .(d) ..A discussion relating to possible variations in benefits to be received by different properties, taxpayers, :or areas and the correlation of the same to the discussions under. items (a), :,(b), and (c) above. (e) Recommendations as to a specific method of financ- ing., or alternates thereto, if applicable, includ- ing'tentative debt amortization schedules, estimates interest rates, call and redemption features (if any), application of revenues and other pertinent details _ relating to the indebtedness to be incurred. _ (f) Illustrations and examples of the financial ef- fects of the financing program on typical prop- erty owners, taxpayers, or beneficiaries of the improve- ments. (g) Recommendations as to further procedural steps to be taken and timing of actions.: 3. Discuss the contents of the foregoing report with city and make necessary revisions if required. 4. If a bond election is required in connection with the Approved method of financing, we would prepare the text of a condensed factual statement describing the im- provements, explaining why they are needed, the benefits to be derived, their costs, and the effect on typical tax- payers or others who may be affected, which statement may be reproduced and distributed by the city or others to voters in advance of the election. We would also matte other recommendations relating to methods of informing voters con- cerning the proposed improvements- and their costs. 5. If the issuance of the bonds or other evidences of in- debtedness to finance aLl or part of the costs of the proposed improvements is authorized at an election or other- wise, we would make recommendations as to exact terms and The Honorable Mayor and City Council -5- July 20, 1962 conditions under which bonds .are to be issued and sold, including timing and method of sale, final amortization or repayment s.ched- ules,- call.and redemption .features, sinking fund requirements, application of revenues and other details, and cooperate with the city's bond counsel in drafting the necessary resolution of issu- ance and notice of sale. 6. Upon approval by the city of the final financing details and upon -direction by the city to do so, we would prepare the text and other material for an. official statement or bond prospectus describing the improvements, the bonds, their-se- curity, .and the economic and financial' background of the city, which may be duplicated or printed and mailed at city's expense together with copies of the official notice of sale to prospec- tive bond bidders, a comprehensive list of whom we'would supply. We would also contact national bond rating agencies and take such other steps as appear advisable to encourage strong com- petitive bidding for the bonds. 7. During the entire course of our employment we would be available at reasonable times for consultation and advice relating to the financial aspects of the contemplated program. PAYMENT FOR SERVICES 8. For the services described above the city would pay us the following sums at the times and subject to the conditions specified: .(a) The sum of $2,500 .to become payable upon submission of the financial feasibility report as described in paragraph 2 above. (b) A further sum: .equal to 1f of the total amount of _ financing, to become payable upon.,- and subject to, receipt by city of the proceeds from the sale of bonds or other forms of indebtedness. We would be employed to render a professional service within the scope of our training and experience as a Municipal Financing Consultant, and any payments made by the city would be compensation solely for such service and advice. Outside of our normal office overhead and traveling costs-to and from our San Francisco office and city to perform the serv- ices contracted for, we would not be responsible for nor shall be held liable for any other expense or expenditure of any kind. other than those provided for herein. The Honorable Mayor and City Council 6- July 20, 1962 BACKGROUND AND EXPERIENCE . OF STONE & YOUNGBERG. Stone & Youngberg has served as municipal financing consultants in California since 1931 to over 300 separate local governments on over 300 public improvement projects of every kind and virtually every type . of available financing method. The soundness and thoroughness of our work are. indicated by the fact that no project on which we have been em- ployed has ever defaulted or experienced financial difficulty. This is true even though we were active continually during the recession period of the 1930'.s. Our consulting department'is staffed by fifteen highly-trained and experienced personnel who devote their entire efforts to this field. This is, to our knowledge, the largest such specialized staff in the United States. In addition to this consulting staff, a large secretar- ial section serves to furnish the necessary office and clerical require- ments of the department. Our municipal bond department regularly fur- nishes our consulting staff with the latest data concerning bond market trends, prices, etc. Thus, our clients are assured that analyses and recommendations are based on a complete-knowledge of current conditions in the .existing financial market. In the particular field of financing water system improvements, our experience is best illustrated by the fact that we have served as financing consultants on over seventy-five such projects involving fi- nancing of .such facilities by every type of financing reasonably avail- able to municipalities in California. We appreciate the opportunity to submit this proposal and feel that our extensive experience in this field will be of material assis- tance to you in -realizing successful completion of your proposed pro- ject. Thank you for your very kind courtesy. Yours very truly, STONE & YOUNGBERG Robert G. Bulot RGB:ldm. I 1 L E A S E 2 THIS LEASEO- made in duplicate this 1st day of January, 3 1961, by and between MC* CALLEN REALTY 'SYNDICATE, a coy-partnership 4 consisting of M.. M. McCallen, H. H. McVicar and Hazel-L. Rood, 5 as co-partners, herein .known and designated as Lessor, and, 6 SOUTHERN CALIFORNIA WATER COMPANY, a corporation organized and 8 existing under and by virtue of the laws of the State of Cali- ' . 9 fornia, herein known and designated as Lessee: I 10 WITNESSETH: ,I 11 WHEREASO the Lessor owns that certain real property 12 hereinafter described, together with the building thereon, which 13 said property is located at 220 Main Street in the City of 14 i Huntington Beach, County of Orange, ,State of California; and 15 16 WHEREAS, said real property, above mentioned, is 17 described as follows: 18• All of' Lot Twenty (20) in. Block Two Hundred Three 19 (203) of Huntington Beach, as per map recorded in Hook 30 Page '36 of Miscellaneous Maps of.,Orange 20 County, California. EXCEPTING THEREFROM the South ' westerly 6k inches thereof; . 21 and 22 23 WHEREAS, Lessor desires to lease said premises and: . 24 improvements to .Lessee, and Lessee desires to lease said property 25 and improvements from Lessor; 26 NOW, THEREFORE, in consideration of. the premises, and 27 of the covenants and agreements herein contained, and the rental 28 herein agreed to be paid, and the faithful performance 'of all of 29 the covenants and conditions herein agreed to' be performed, Lessor 30 does hereby lease•.arnd 'demise, and the- Lessee does hereby agree to 31 32 accept and take the above described real property and improvements 1 for a term of five (5) years._ commencing .on: the lst day of .January, 2 ` 1961, upon the terms, conditions and agreements herein expressed; 3 (1) , Lessee agrees to 'pay. the . rent .herein reserved at . the times and in the manner herein provided, and to observe...and perform all. of the terms and conditions herein contained; and the- 6 Lessor covenants and agrees that during the term of this lease the 8 Lessee shall. have peaceable possession of said demised premises. 9 (2) The term of this lease *shall be five (5), years from. .10 -the lst .day of January. 1961. " and .6hall terminate on the 1st day 11 of. ,January. . 1966. 12 (3)' The• rent to be paid by said Lessee to the- Lessor for 13 said demised .premises is the. sum of Nine• Thousand. ($98000.00) Dol.bxs 14 for said term, rich said rental shall be paid in monthly install 15. 16 ..mints of one-:Hundred Fifty 0150000) Dollars each, . du® and payable 17 on,_the, lst day of each and. every month hereafter, beginning January 18 '1, : 1961. Receipt, is hereby acknowledged of the sum-of- One Hundred 19 Fifty ($150.06) Dollars, representing the first months rent. 20 . (4) Lessee covenants 'and.agrees that the demisedprein- 21 ises shall be used for, the purpose of carrying. on the business of 22 , water company, and for no other purpose except with the written 23 24 consent of. the Lessor; Lessee agrees that it' shall: hot use or. 25` suffer -said-premises to be used for any purpose that ..may .tend to 26 injure said premises in any wise whatsoever, and Lessee shall not 27 use said premises in. violation or contravention of any laws. of the 28 United States of America, State. of California, County of Orange or 29 the City of Huntington Beach. or any other proper governmental . 30 Authority; Lessee agrees to save and hold. Lessor harmless from an 31 32 penalty or damage or claim of any kind by reason of the :violation 2 i I of' any..of the terms. or covenants of this :lease; tether occasioned . . 2, b Lessee -or. an rson or" rsons holding. under or ,actin for, and Y y Pe Pe 9.. g with, the consent .of Lessee. 4 (5) Lessee has =examined the aforementioned premises and S does hereby acknowledge' that the same.-are in' good order and condi- 6 7 tion, •:and Lessee agrees,.to maintain, ' throughout the term of this ' ' 8 lease; said'.ptemises in good order and .condition. 9 (6) The Lessee will pay the said'rent reserved to 'thel 10 Lessor at Huntington Beach, California, or; at.;such other place or . 11 places -as may•.be.,designated from time 'to time.' by the .Lessor at. the . 12 times. and in- the .manner provided as aforesaid for the payment:' 13 thereof; without; deduction -or delay; 'and :in'the event,of the 14. 15 failure of the Lessee so to do; or in the event of -a breach of any 18 of -the other covenants or agreements herein contained on the part : 17 of.- the Lessee to'.be kept and'. performed, it'shall be lawful.:for the 18 Pressor; to re-enter into, and .upon the said premises; and every part 19 , thereo€, <and to, remove all persons!and property therefrom; and to repossess and enjoy L the said premises. Any re--entry or re-possession of said premises by. the Lessor, or any notice served in connection 22 � . 23 therewith, or for the money due the Lessor hereunder shall not 24 operate to release the Lessee from any obligation under this .lease, 25 except with the written consent of the Lessor. ' . 26 If the Lessee shall be in default in' the performance of 27 any condition, covenant or agreement herein contained, or shall 28 abandon or vacate said premises, besides. other remedies .or, rights 29 the Lessor may have; 'it shall be .optional with `the`,Lessor to._'re-let 30 31 the ,said premises; or any portion'thereof, for such 'rent -and upon 32 such terms as the Lessor may gee fits .anti- if a sufficient sum shall 3 1 not' be thus realized after paying the -expenses of sudh -reletting - 2 and collecting to ,satisfy the rents: hereby reserved,, 'the' Lessee 3 agrees to satisfy-and pay ,any deficien cy,' and to pay the -expenses 4 of such reletting -and collecting, -including.-any and all attorneys' 5 fees and real estate commissions. 8 7 Time ,Ls :of the essence :hereof:. 8 (7) Lessee will not assign this- lease,. or any interest 9 therein, 'and will. not lease or underlet -the said premises, .or any 10 part thereof, or- any right or-privilege' appurtenant thereto, with.- out°the ' written consent of the,- Lessor first had and- obtained, and 12, a ,consent to 'one assignment or 'subletting ,shall "not,be 'construed as 13 a consent to any subsequent assignment or subletting, `-An&:Yt -is 14 - .. 15 hereby mutually covenanted and agreed -that, unless• such ,written '' 16. con -it thereto has been.so had, andiobtained, any assignment or 17 . transfer, or attempted assignnent�or transfer, of this lease, or of 18. any 'interest therein, or underletting, either by; voluntary or 19 voluntary act of the Lessee,-or by operation of law, or .otherwise, 20 shall at the option of the Lessor terminate this. lease; ,.,.and any 21 such purported assignment (by death excepted) transfer; orunder- 22 23 letting, without ,such -consent, shall be null and void.: ' The. Lessor' 24 consent to any such assignment, or, subletting; shall not relieve 25 the Lessee from any obligation under -this lease, unless the Lessor 26 expressly agrees in 'writing to relieve the Lessee from such *obliga= 27 tion. 28 (8) The;liessee will permit.,the Lessor and, its',agerits to 29" enter into and upon said premises at all reasonable times for the 30 31 purpose of inspecting the "shme or, for �the purpose ,of repossessing 32 said premises,-: or for the 'purpose of making;- repairs, alterations or additions to- any portion of said building; without Any rebate of 4 - 1 rent to'. the �Lessee for .afiy loss *of occupancy 'or quiet enjoyment of ? the 'premises thereby occasioned' `and will permit the Lessor at any time after thirty ('30) days prior to' the ekpiration of this lease to place 'upon said 'premises any ordinary "To Let" or ."To Lease" sign: The `Le'asee wily permit the Lessor, ` or its agents,_ upon any e 7 default or violation 'under this lease by the Lessee to remove any sign, or signs';` on `said premises, and substitute therefor' any sign, 9 or signs; which `:the` Lessor may deem advisable'. 10 '(9) The' Lessee, as a material' part 'of the consideration ' 11 ' under this lease,' `does:'hereby assume ail `"risk' of injury, or damage 12 to persons or `their property, in or on the said premises-.from every source, and the lessee' will hoid' the 'Lessor- harmless- on account of 14 15 any such damage or injury. 16 (10) The Lessee' will' pay for. all 'water, heat, light and 17 - . power supplied to the said premises. 18 � (11) On the last day of the said' term, or other sooner 19 ':ter' nation of this `lease, the•'Lessee "will peaceably and' quietly leave, 'surrender,' and yield' up to the. Lessor- all and singular the 21. said premises, ' with` the said appurtenances' and .fixtures, in good 22 23. order, conditionerand repair, damage' by irresistible superhuman 24 cause 'excepted: 25. (12) in case -suit $hall be ;broug3it. for an -unlawful, de- 26 taitier` of the said premises, 'for the recovery of any rent du® under 27 the provisions of� th16 lease, or because of' the breach of- any other 28 covenant, promise, or condition -there'in: contained', on the part of 29 tfie. Lessee to be` kept or perforined, '-the -Lessee will pay .to the 30 31 Lessor a reasonable attorneys' fee, which shall`be fixed by the 32 court as part of the` costs of such suit: Upon the' filing of any . 5 1 action. for: unlawful detainer, � or' any other' action by the- Lessor' 2 against the!. Lessee, under' the terms .of 'this lease, the' court may 3. appoint a receiver.without- notice to the: Lessee.., to' take- possession . . 4. of: the,• said promises, operate' any business• thereon .conducted by the . 5 Ldsse®; or t®rminate 'said business.; ;remove the' goods, chattels. and 6. fixtures of the Lessee' therefrom, .•and' conduct any other.:business 7 8 thereon, and collect Any rent that`may"be or- become due from any 9. sub tenant, pay all operating and court expenses, and hold the .10 balance, if any,`'during the pendency. of 'said action. 11 (13) ' The waiver by the Lessor of any breach of any term, 12 covenant or condition herein contained shall not be deemed -to be a 13 waiver. of' any. subadquent breach of the sans: or'.any other term, 14 covenant or condition herein contained: The acceptance of any pay- 15 16 ment from Lessee by Lessor or of any,•parformance of this lease *by 17 the' Lessee after such .breach shall. not be considered and deemed 18 to be a waiver of 'such breach'unless such ':waiver ,is made in writing 19 by the Lessor. ; •20 (14)` The ` covenants and conditions herein contained shall, ' 21 I. subject to the, provisions as to as sighwent, ' apply to and bind the 22 - heirs, executors, and assigns of the parties: •hereto. 23 24 (15Y Lessee. shall not be entitled to any money whatsoever 25 by 'reason o£ any judgment had or award obtained for the destruction 26 or 'condemnation of the' demised premises or leasehold estate and the . 27 Lessee",s interest therein by eminent' domain -proceedings, except tha 28 where the part 'of :any award or judgment is'. made on-account of the 29 . destruction or' condemnation of any ;building or, other structure, con- 30 6tructed on the' 'premises, herein demised, by the Lessee, Lessee.shal 31 32 be 'entitled to than part of .the judgment or -award so made for the. condemnation of or destruction of any such building or other struc- - 6 - ture .or.part thereof as may have been erected by-.the Lessee at 1 ,Lessee's cost and expense. .2 (16) That in the event of -fire. or earthquake, or other casualty, which shall cause substantial damage to said demised 4 5 premises, the Lessok. and/or the then owner thereof, shall 'not be 6 under obligation to restore and rebuild said.premises, but 'may elec 7 to terminate this lease and in case 'such fire, earthquike­or other casualty shall render said premises uninhabitable or undesirable fo the purpose for which leased and used by 'Lessee, . the "said Lessee ma.. 10 at its option, terminate this lease., and upon such termination by either party hereto., the Lessee shall not thereafter be liable'--for 12 13 any further rent hereunder, except' Por rent actually accrued .prior 14 thereto.. 15 (17) .In the event of'`fire or earthquake 'or.other casualt 16 - which shall cause only partial damage- or damage which. in' ahe 'dis- 17 cretion of Lessor, Lessor is willing to repair, and such .repairs 18 can be made within a period of not `to exceed sixty days, then 19 Lessor may have the right` to demand that _the lease continue .in full 20 21 force and effect, but that the rent during such period of _repairs 22 I) or reconstruction 'Yshall be abated or .suspended:. 23 Il The., remedies contained herein and granted to the 24 Lessor shall be deemed to be cumulative to any and all remedies no 25 . or hereafter pirovided by law. IN WITNESS WHEREOF, the parties hereto have.,executed this 27 lease as of the date herein first written, in duplicate, the Lessee 28 29 having caused this lease -to be executed 'by its officers thereunto 30 duly authorized under'.its name and corporate seal. 31 SOUTHERN CAL RNIA MTER. COMPANY E .._REALTY SYNDICATE 32 By B Pres dens 711��-' ES �E��T M;�McCall�en, Co-Partne op BY / IESSOR Secretary