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Home My WebLink AboutIRVINE RANCH WATER DISTRICT - SALE OF CITY'S CAPACITY RIGHTS &TY ( F HUNTINGTON BE �I4 9 , E MEETING DATE: May 7, 2001 DEPARTMENT ID UMBER:PW 01-057 Council/Agency Meeting Held: OS--01 -0) Deferred/Continued to: XApproved ❑ Conditi nally Approved ❑ Denied ry —o W I y Cler ' Signature Council Meeting Date: May 7, 2001 Department ID Number: PW 01-057 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION o Z . o a z c-) SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL SUBMITTED BY: RAY SILVER, CITY ADMINISTRATOR02a,-4 D i. PREPARED B OBERT F. BEARDSLEY, DIRECTOR OF PUBLIC WWK. v o C) ' SUBJECT: FINALIZE THE SALE OF THE CITY'S CAPACITY RIGkOfSIN THE SAN JOAQUIN RESERVOIR i Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: On May 1, 2000 the City Council approved in concept the sale of the City's rights in the San Joaquin Reservoir to the Irvine Ranch Water District and authorized staff to negotiate the terms of the sale. Should the City authorize the sale? Funding Source: Water Fund will receive revenues of approximately $150,000. Recommended Action: Motion to 1. Authorize the Mayor and City Clerk to sign the Agreement for the Sale of San Joaquin Reservoir Capacity Rights and Undivided Real Property Interest and Termination of Trust Agreement for $144,000. 2. Authorize the Mayor and City Clerk to sign a quitclaim deed memorializing the city's conveyance of its rights in the reservoir to the IRWD. 3. Authorize the Mayor and City Clerk to sign a Collective Defense Agreement concerning the CEQA lawsuit filed by Defend The Bay. Alternative Action(s): Do not authorize the sale and instruct staff on how to proceed. G 13 . 01-057 May 7 Dills(Sale of San Joaquin Reservoir) -2- 4/30101 2:16 PM MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER . DISTRICT ", By President Paul P. Freeman By Secretary Renae M. Hinch SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH �IST WATER ISTRICT By President C By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY 00 By , t✓ �rek,6VO President By ecretary 3 San Joaquin Reservoir EXH03Pf A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD &MWD, as Trustee To Irvine Ranch Water District All rights,title, and interest in and to those certain parcels of land in the . County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1, Parcel 2, and Parcel 3 by Grant Deed recorded July 03, 1980 as Instrument No.4927 in Book 13656,page 12, and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 29, 1985 as Instrument No. 85- 323204, and conveyed to The Metropolitan Water District of Southern California, a public corporation recorded August 28, 1985 as Instrument No. 85-323188 and conveyed i to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1_, Parcel 2; and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No. 4928 in Book 13656, page 25 Instrument No. 4929 in Book 13656, page 30 Instrument No. 4930.in Book 13656, page 35 Instrument No.4931 in Book 13656,page 40 Instrument No. 4932 in Book 13656, page 45 Instrument No.4933 in Book 13656, page 50 Instrument No. 4934 in Book 13656, page 55 Instrument No. 4935 in Book 13656, page 60 and conveyed as Parcel 1,Parcel 2, Parcel 3, and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No. 85-323205 Instrument No. 85-323206 Instrument No. 85-323207 Instrument No. 85-323208 Instrument No. 85-323209 Instrument No. 85-323210 Page 1 of 2 r EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD&MWD, as Trustee To Irvine Ranch Water District Instrument No. 85-323211 Instrument No. 85-323212 and as conveyed by document recorded November 29, 2000 as Instrument No. 20000648268 all of Official Records in the Office of the County Recorder of.said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION a ion 41 Pete*Giseman P.L.S. 6241 9 Q. Date SAwordshar*tgan\sjcgcA1.doc December 12,2000 Page 2 of 2 EXH/BI T B PAGE 1 OF 5 A PORTION OF BLOCK 97& 98, IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION O \ to N \ n U ` W.� NO SCALE // uu $ u► jco Z cri IN f� y m ` d�Searwz \ No. 6241 v� �lz \ s t .Tsµ VICINITY MAP 00 ` 90 PREPARED UNDER_ m MY SUPERVISION THE METROPOLITAN WATER DISTRICT r No sca►.E OF SOUTHERN CALIFORNIA M g973 pp. SAN JOAQUIN RESERVOIR m spN� cya• 'dry QUITCLAIM DEED r► 4 m SANJ Qu►N P eman P.L.S. 6241 M.W.D.&M.W.D., TRUSTEE j < RESE TO srrE IRVINE RANCH WATER DISTRICT �C�Q gpN`r DATE 1004-25-1 Isvrrw/joaquin/row/exhibljoaquinl.dgn 12112100 BG MESA CONSOLIDATED WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for MESA LAGUNA BEACH COUNTY WATER DISTRICT By ' Preside t Paul P. Freeman By Secretary Renae M. Hinchey APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA ;s Paula E. Meyer 9 SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOOP COAST THE IRVINE COMPANY By Chick W. Willette Senior Vice President By Peter Changala. Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 71811 10 SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOUTH COAST THE IRVINE COMP NY By , Chick A Willette Senior Vice Presi nt By Pe r Changala Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 71811 10 AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into this day of , 2001, by and among IRVINE RANCH WATER DISTRICT ("IRWD" or "Buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC' herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation; successor in interest to The Irvine Company, a West Virginia corporation); EXHIBIT RECITALS A. The parties hereto are the parties to the San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 (the Second Amendatory Agreement has never become operative under Section 14 thereof) (collectively, "Trust Agreement"), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of the San Joaquin Reservoir, consisting of certain real property, an open water reservoir and certain pipeline facilities and appurtenances located at or near the terminus of the East Orange County Feeder No. 2 in Orange County, California. Said property and facilities are collectively referred to as the Reservoir, and the real property is more particularly described in Exhibit "A" and depicted on Exhibit "B," which exhibits are attached hereto and incorporated herein by this reference. B. Concurrently with the execution of the Trust Agreement, IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST and TIC (collectively, the "Owners") granted to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, to be held and administered by METROPOLITAN, as Trustee, for the benefit of the Owners. The Trust Agreement and the trust therein created was irrevocable for a period of 60 years or until an earlier date established by mutual written agreement of all of the parties thereto then holding 2 ownership interest in the Reservoir. C. The capacity allocation (in acre feet) and percentage ownership of each of the Owners under the Trust Agreement is set forth in the following table: Owner Capacity Allocation Percentage Acre Feet Ownership Irvine Ranch Water District 1,411 46.26% Mesa Consolidated Water District 583 19.11 City of Huntington Beach 400 13.11 Metropolitan Water District 300 9.84 Laguna Beach County Water District 156 5.12 The Irvine Company 64 2.10 South Coast Water District 50 1.64 City of Newport Beach 86 2.82 TOTAL 3,050 100.00% The capacity allocation in acre feet shown in the foregoing table reflects the capacity of the Reservoir prior to reconfiguration to repair a portion of the side slope. Notwithstanding the reduction of capacity resulting from the reconfiguration, the transaction effected by this Agreement will be based on the pre-reconfiguration capacity. D. METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST AND TIC (collectively, the "Sellers") desire to sell to IRWD, as Buyer, and IRWD desires to purchase, all of the Sellers' respective undivided 3 ownership and capacity interests and all of their rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, upon the terms set forth herein. E. The Owners desire to terminate the Trust Agreement and the trust therein created. F. The Reservoir is connected to the water transmission facility known as East Orange County Feeder No. 2 ("EOCF#2"), by means of portions of such transmission facility (generally, the portions of"Reach 4" extending from the Irvine Cross Interconnection Structure and OC-44 to the Reservoir), which function as inlet and outlet pipelines and appurtenances (the "Inlet/Outlet Facilities"), allowing the Reservoir to be operated as part of METROPOLITAN's treated water distribution system. EOCF#2 was constructed under a joint powers agreement entered into on July 11, 1961, by and among METROPOLITAN, Municipal Water District of Orange County ("MWDOC"), the former Coastal Municipal Water District ("COASTAL"), the City of Anaheim and the City of Santa Ana. G. METROPOLITAN, as an owner under such joint powers agreement, and HUNTINGTON BEACH, NEWPORT BEACH, MESA and IRWD, as assignees of capacity owned by MWDOC and/or COASTAL, own capacity in the Inlet/Outlet Facilities. In particular, MWDOC assigned capacity in Reach 4 to IRWD (27 cfs;. 4 agreement dated September 11, 1961), MESA (9 cfs; agreement dated March 14, 1963), and HUNTINGTON BEACH (5 cfs; agreement dated July 24, 1962). COASTAL assigned capacity in Reach 4 to IRWD (0.6 cfs; agreement dated July 1, 2000), MESA (2.8 cfs; agreement dated July 1, 2000), and NEWPORT BEACH (6.6 cfs; agreement dated July 1, 2000). Additional capacity in Reach 4 is owned by METROPOLITAN and held for the benefit of MWDOC, as successor to COASTAL. Following IRWD's proposed conversion of the Reservoir to a reclaimed water storage facility, the Inlet/Outlet Facilities will have no further use as part of the treated water system, except as described in the following recital, and METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH and MESA wish to convey their interests in the Inlet/Outlet Facilities to IRWD as part of the conveyance of their interests in the Reservoir. H. IRWD and METROPOLITAN intend to enter into a separate agreement to provide for METROPOLITAN's continuing use of the Inlet/Outlet Facilities for the purpose of for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN or an alternate method acceptable to METROPOLITAN. 5 OPERATIVE AGREEMENTS SECTION 1. TERMINATION OF TRUST. a. Trust Agreement. The Trust Agreement is hereby terminated, effective upon the Closing (defined below). b. Trust. The trust created by the Trust Agreement is hereby revoked and terminated, effective upon the Closing. METROPOLITAN is hereby authorized and directed to quitclaim and.deliver to IRWD all of METROPOLITAN'S right, title and interest in the Reservoir, including the real property upon which it is constructed, free of the trust. The foregoing quitclaim shall be delivered in accordance with Section 2; provided, the Purchase Price, as defined therein, shall not include any amount for the undivided Reservoir and Reservoir capacity interests beneficially owned by IRWD. C. Release of METROPOLITAN's From Responsibilities as Trustee. All of the parties agree that METROPOLITAN shall have no further obligations as Trustee upon the termination of the Trust Agreement and revocation and termination of the trust. The parties agree that upon the Closing, METROPOLITAN shall be released from any further duties as Trustee under the Trust Agreement or the trust. 6 SECTION 2. SALE OF OWNERSHIP AND CAPACITY INTERESTS. a. Purchase Price. The price to be paid by IRWD to the Sellers for their ownership and capacity interests is $360.00 per acre foot, computed on the basis of the pre- reconfiguration acre-foot capacities of the Reservoir as set forth in the table below. Concurrent with execution of this Agreement, IRWD shall deposit with METROPOLITAN the sum of$590,040.00 (the "Purchase Price"). The Purchase Price shall be deposited in the form of separate checks made payable to the respective Sellers in the following amounts: Owner Capacity Allocation Purchase Price Acre Feet Distribution Mesa Consolidated Water District 583 $209,880.00 City of Huntington Beach 400 144,000.00 Metropolitan Water District 300 108,000.00 Laguna Beach County Water District 156 56,160.00 The Irvine Company 64 23.040.00 South Coast Water District 50 18,000.00 City of Newport Beach 86 30.960.00 TOTAL 1,639 $590,040.00 b. Closing. Concurrent with the execution of this Agreement, METROPOLITAN, as Trustee, and each Owner, as a settlor and beneficiary of the revoked trust, shall execute and deposit with METROPOLITAN the quitclaim deed in the form attached 7 hereto as Exhibit "C," which exhibit is attached hereto and incorporated herein by this reference. Quitclaim deeds executed by METROPOLITAN, TIC and NEWPORT BEACH in the forms attached hereto as Exhibits "D," "E," and "F," respectively, which exhibits are attached hereto and incorporated herein by this reference, shall also be deposited with METROPOLITAN. Upon receipt of the Purchase Price in accordance with paragraph (a) and the quitclaim deeds, METROPOLITAN shall deliver to each Seller its respective Purchase Price distribution and shall record the quitclaim deeds ("Closing"). In accordance with SECTION 4(b), METROPOLITAN shall simultaneously distribute to the parties, in the proportions to which they are entitled, any unspent funds held at the date of Closing pursuant to the Trust Agreement. SECTION 3. INTERESTS CONVEYED. a. Interests Conveyed to IRWD. The following interests shall be conveyed to IRWD by means of the above-referenced deeds attached as Exhibits "C," "D," "E," and "F": i. Reservoir property described in Exhibit "A" and depicted on Exhibit "B," including the dam, all buildings, structures, improvements and all appurtenances, all of the Reservoir capacity and storage rights and rights to all native inflow from the lands tributary to the Reservoir; ii. right-of-way easement from Ford Road to EOCF#2, and from EOCF#2 to Ridgeline Drive, as described in Exhibit "A" and depicted on Exhibit "B;" iii. pipeline easements and improvements therein comprising the 8 Inlet/Outlet Facilities, including the 54-inch inlet and 60-inch outlet and all appurtenant structures, from the Reservoir to the northwesterly boundary of Parcel "E" conveyed to IRWD by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964 [Exhibit "D"]; iv. Title Curative Conveyances. 1. Boundary Correction. It has been discovered that in the course of certain prior conveyances and reconveyances of the Reservoir land that were made to establish trust interests and correct title matters, a small rectangular parcel was inadvertently deleted and was retained by TIC, forming a notch in the Reservoir boundary as depicted in Exhibit "E." This parcel has been considered and used as part of the Reservoir. As part of the consideration for the Purchase Price, TIC agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "E" conveying this parcel to IRWD. 2. NEWPORT BEACH Interests. NEWPORT BEACH's interests in the Reservoir were recorded in certain instruments in addition to the trust conveyances. As part of the consideration for the Purchase Price, NEWPORT BEACH agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "F" releasing these interests to IRWD. V. Assignment of Portion of Easement Rights. METROPOLITAN shall execute an assignment in the form attached hereto as Exhibit "G," which exhibit is 9 attached hereto and incorporated herein by this reference, assigning to IRWD non- exclusive rights to install and maintain pipelines within Parcels "C" and "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964. b. Right-of-Entry by IRWD to METROPOLITAN. In further consideration for the conveyances to IRWD herein, IRWD agrees to provide METROPOLITAN with a right-of-entry over the access easement from Ford Road to EOCF#2, described and depicted in Exhibit "C." C. Cooperation by METROPOLITAN and IRWD. The foregoing conveyances notwithstanding, it is acknowledged by IRWD that METROPOLITAN desires to continue to use the Reservoir for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN. IRWD agrees to either provide for METROPOLITAN's use of the Reservoir and existing inlet or outlet facilities for such purpose or an alternate method acceptable to METROPOLITAN. METROPOLITAN agrees not to unreasonably withhold its approval of any such alternate method. IRWD shall bear the cost of constructing any facilities needed to transmit and receive the rejected water, provided, IRWD shall not be required to buy or return the rejected water. d. Abandonment of OC-57. The Inlet/Outlet Facilities include the service connection structure known 10 as OC-57. OC-57 shall be abandoned by IRWD. METROPOLITAN shall be entitled to salvage any portion of OC-57 upstream of the downstream end of the meter, and IRWD shall be entitled to salvage any portion of OC-57 downstream of the downstream end of the meter. METROPOLITAN and IRWD shall process a termination of the service connection agreement between METROPOLITAN and IRWD pertaining to OC-57. SECTION 4. CONDITIONS. a. Assumgtion of Operation. Maintenance and Capital Expenses. As of the Closing, IRWD shall assume all responsibility for operation, maintenance, repair, replacement, modification and improvement of the Reservoir. b. Distribution of Unspent Funds. Upon Closing, METROPOLITAN shall return to the Owners their respective shares of all funds deposited by the Owners or held by METROPOLITAN on such date in any Trust Accounts pursuant to Section 6 of the Trust Agreement, less amounts owed by METROPOLITAN for work performed prior to the Closing and METROPOLITAN's accrued overhead computed pursuant to Section 6b(i) of the Trust Agreement. C. Property "As-Is;" Release of Sellers. IRWD has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to IRWD as described in Section 3(a), as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and 11 condition. METROPOLITAN has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to METROPOLITAN, as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and condition. To each Owner's actual knowledge, except with regard to storage and use of chlorine, there has not occurred on the Reservoir property any release of hazardous or toxic materials. d. Costs. Each party shall bear its own legal and other costs, in conjunction with the transactions contemplated herein. IRWD and METROPOLITAN shall each pay its own costs of any title insurance it elects to obtain. e. Termination of Related Agreements. i. Memorandum of Understanding: The Memorandum of Understanding, dated September 19, 1990, entered into by all of the parties to this Agreement with respect to certain capital improvement work to be accomplished at the Reservoir, is hereby terminated, effective upon the Closing. ii. Purchase and Sale Agreements: Any Purchase and Sale Agreements entered into as of July 1, 1990, by METROPOLITAN and any Local Owners (as that term is defined in said Memorandum of Understanding), in conjunction with the transactions contemplated in the Memorandum of Understanding and the Second 12 Amendatory Agreement to the Trust Agreement, are hereby terminated, effective upon the Closing. iii. Agency Agreement: The Agency Agreement - San Joaquin Reservoir Slope Repair, dated December 26, 1995, entered into by IRWD, as agent, with all of the other parties hereto (except TIC) with respect to the slope repairs to the Reservoir, is hereby terminated, effective upon the Closing. f. Inderrinfty. Sellers and their respective employees, officers, directors, shareholders, agents and representatives, and each of their respective successors and assignees (collectively, the "Indemnitees") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by the improvement, maintenance, or use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof, including, without limitation, any loss, damage, injury or claim arising from and proximately caused by any defect in the design, construction of, or material in the improvements, any defect in soils or in the preparation of soils or in the design and accomplishment of grading with respect to the improvements, any act or omission of IRWD or any of its agents, employees, licensees, invitees or contractors, or any other cause whatsoever in connection with IRWD's use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof. IRWD hereby waives on its behalf all claims and demands against the Indemnitees for any such loss, damage, or injury of IRWD, and agrees to indemnify, 13 defend and hold harmless the Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claims, whether incurred or made by IRWD or any other person(s). Nothing herein or in any other agreement with.IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless with respect to any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of an Indemnitee. Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless from any claims related to the improvement, maintenance, or use of the interests or rights retained by METROPOLITAN, its successors or assigns pursuant to Section 3(a)(v), 3(b) or 3(c). SECTION 5. OPTION TO REPURCHASE. a. Option to Repurchase in the Event of a Modification. This Section 5 shall apply in the event IRWD (i) uses the Reservoir for a use inconsistent with the storage of water or (ii) permanently ceases to use the Reservoir or (iii) conveys the real property on which the Reservoir is constructed for other than water-storage purposes (any of the foregoing is hereinafter referred to as a "Modification"). Any IRWD use of the property incidental to or in addition to use of the Reservoir for water storage shall not constitute a Modification. In the event IRWD proposes a Modification, IRWD may ascertain whether any reversionary right will be 14 asserted as a result of the Modification, and if so, whether IRWD desires to negotiate a relinquishment of such reversionary right. If a relinquishment is negotiated or the Modification will not result in the accrual or exercise of a reversionary right, IRWD shall notify each Seller of the proposed Modification, and each Seller shall have an option to repurchase its ownership and capacity interest sold to IRWD pursuant to Section 2(a) above, in the manner set forth in this Section. b. Repurchase Price and Terms The repurchase price shall be equal to the sale price set forth in Section 2(a) for the repurchasing Seller's interests, increased by the change in the Engineering News Record Construction Cost Index for the Los Angeles Area from the Closing to the date of exercise of the repurchase option, plus the Seller's proportionate share of any cost for the relinquishment of reversionary rights, as computed by IRWD. The repurchase option shall be subject to all matters affecting title which are existing on the date of exercise of the option and any matters affecting title which are thereafter created, made, assumed or consented to by IRWD. Exercise of a repurchase option shall constitute the repurchasing Seller's consent and agreement to the proposed Modification, including any disposition of property proposed in the Modification, and the repurchasing Seller agrees to promptly execute and deliver all documents as IRWD reasonably requests from time to time to effectuate and operate the Modification. Exercise of a repurchase option shall also constitute the repurchasing Seller's warranty that it has the legal authority to participate in the Modification. To the extent the Modification produces net revenue/net expense from disposition or use of the property, 15 the net revenue/net expense shall be divided among IRWD and the repurchasing Sellers on a monthly basis in proportion to their interests. For purposes of this Section, "net revenue/net expense" shall include all proceeds, revenues, credits and consideration of every kind and nature received directly or indirectly by IRWD from such disposition or use, less costs incurred by IRWD (using normal IRWD accounting cost allocations, consistently applied, for similar projects), in negotiating, planning, financing, constructing, operating, and (if applicable) disposing of, the property. C. Exercise of Option. Any Seller electing to exercise the repurchase option shall exercise it by giving written notice to IRWD, accompanied by payment of the repurchase price, within ninety (90) days of the notice to the Sellers given by IRWD pursuant to Section 5(a). IRWD and the repurchasing Sellers shall divide any escrow fees in proportion to their post-closing percentage interests. The repurchasing Sellers shall pay for documentary tax stamps, recordation of their respective deeds and for any title insurance they desire to obtain. d. Term. This Section shall become effective upon the Closing and remain in effect until the date that the Trust Agreement would have remained in effect had it not been terminated by this Agreement; provided that this Section.shall continue in effect as to any repurchase option which has accrued prior to such date and which is exercised. 16 SECTION 6. MISCELLANEOUS. a. Interpretation. All of the parties have negotiated the provisions of this Agreement with the assistance of their respective counsel. Accordingly, the parties waive the effect of California Civil Code Section 1654 or any other statute or common law principle of similar effect which interprets uncertainties in a contract against the party who drafted the contract. b. No Waiver. No failure of any party to exercise any power given that party under this Agreement or to insist on strict compliance by the other party to its obligations, and no custom or practice of the parties in variation with the terms of this Agreement will constitute a waiver of any party's right to demand exact compliance with the terms of this Agreement. C. Successors and Assigns. The provisions of this Agreement will be binding on and will inure to the benefit of the parties and their respective heirs, successors, and assigns. d. Counterparts. This Agreement may be executed in one or more counterparts. Each will be deemed an original and all, taken together, will constitute one and the same instrument. e. Notices. Any notice, request, demand, consent, approval or other communication 17 1 required or permitted pursuant to this Agreement or by law shall be validly given or made only if in writing and delivered in person or seventy-two (72) hours after deposit in the United States mail, duly certified or registered (return receipt requested), postage prepaid, and delivered (in the case of personal delivery) or addressed (in the case of mail delivery) to the party for whom intended, as follows: If to IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619-7000 Attention: General Manager If to METROPOLITAN: The Metropolitan Water District of Southern California 700 North Alameda Street P.O. Box 54153 Los Angeles, CA 90054-0153 Attention: General Manager If to HUNTINGTON BEACH: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attention: City Manager If to NEWPORT BEACH: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659-1768 Attention: City Manager If to MESA: Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attention: General Manager 18 If to LAGUNA: Laguna Beach County Water District 306 Third Street P.O. Box 987 Laguna Beach, CA 92652 Attention: General Manager If to SOUTH COAST: South Coast Water District 31592 West Street South Laguna, CA 92677 Attention: General Manager If to TIC: The Irvine Company 550 Newport Center Drive Newport Beach, CA 92663 Attention: Chick W. Willette Any party may substitute a different address for its above-stated address by giving written notice to the other parties in the manner herein provided. f. Authorily. Each of the undersigned represents and warrants to the other parties hereto that they have the authority to bind the party on behalf of whom they sign. Each of the undersigned represents that it has all requisite authority to perform each of its obligations hereunder. g. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. All prior agreements, representations, negotiations and understandings of the parties are superseded and merged in this Agreement. This Agreement shall be amended only in writing executed by all parties. h. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any 19 person, other than the parties and their respective successors and assigns; any legal or equitable right, remedy or claim under or in respect of this Agreement or any.provision. This Agreement and each condition and provision is intended to be for the sole and exclusive benefit of the parties and their respective successors and assigns, and for the benefit of no other person. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the day and year first written above. IRVINE RANCH WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for IRWD 20 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 21 CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney MESA CONSOLIDATED WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for MESA 22 LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOUTH COAST 23 THE IRVINE COMPANY By Chick W. Willette Senior Vice President By Peter Changala Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 64534 24 LIST OF EXHIBITS Exhibit "A" Description of Reservoir and easements (trust property) Recital A Exhibit "B" Depiction of Reservoir and easements (trust property) Recital A Exhibit "C" Form of Quitclaim Deed (Reservoir and Ingress/Egress Easements) [Section 3(a)(i) and (ii)j Exhibit "D" Form of Quitclaim Deed (Reservoir Inlet/Outlet and Easements) [Section 3(a)(iii)1 Exhibit "E" Form of Quitclaim Deed (TIC Boundary Correction) Section 3a iv 1 Exhibit "F" Form of Quitclaim Deed (City of Newport Beach) [Section 3(a)(iv)(2)1 Exhibit "G" Form of Assignment of Portion of Easement Rights (Domestic and Reclaimed Water Parallel Pipelines) [Section 3(a)lv)1 25 7'�{`` A 777p777TK , Il'IrE IlYC1I��T1LLi DISTRICT �' .- CHECK NUMBER 221640 �'tnitr] CHECK DATE 5/17/01 la'r�B""a P.O.Box 67000,Irvine,CA 92619-7000 vutau�rnn :::::..::::..:..:.:..........,:....................:............................... ::..:..;:.::..:::::::: .::::.::.::::.;:::::..:.::...... 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K:�:>:>:>:: 5/14/01 SJR PURCHASE HB-05/01 7248500 144000.00 144000.00 0-� / TOTAL AMOUNT 144000.00 144000.00 000OD72-00104 IR�'IIYE IIlrIC>iT�R DISTRICT #xBank-Of Atn Banb enca N A- ;tts�, ccxxue �� wllltil� 6ovenylleal _ �xc tc wq IYVDEBAI0.R x ' 4n „ xi r rn $55 S Flower SRa " +i y . sua�rc[ P O Box b7000 Irvine. 92619 7000 Lm A to CA soo1=2395 =' 0} - '} ,- «, '� `1G7 '�'�`'•"" .,.x'i � tF ��, ��.. / f � � 5� a s� .,nst +..- a^s� `' - IRVE �. 4 r ..,,r,�.;�` �i. i- �•-•�• '�hv - sy, II�iVE3LVfN " `- � 41L 17. x1d7 ee r�e5 a pptt �s z" vw a wlrAr dT - ,rtoo a }� `a .' r {"c p�(�} s +p 'r.,, WrULA 1dL7L7)LL PAY; PAY EXACTLY*****144000 DOLLARS g: QrG NTS ''S/17/Ol $****144,000.00 ' r. 3� ¢ '+� ILA N _#Y '`3 al a i < Ya t e# a V00)AFIER 90 DAYS TO THE HUNTINGTON BEACH,CITY OF , w k oft 2000 MAIN STREET HUNTINGTON BEACH CA 92648 - E ZI - F_, `�_ ., : ,• ty TwoSrgn�I s �G vedfor.AnwgntovetS500D__,.. F SATE i 11!0 2 2i°.2 2 a 2 10 - �,ITY C1.EFi:; CITY OF HUNTINGTON BEACH,CA 2001 MAY I b P 3- 3 b fk) M �Cka�( (qqc,) AjNb • � #�1 CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: May 16, 2001 TO: Irvine Ranch Water District (IRWD) ATTENTION: J060 WVV*N IM 491 13(V Name DEPARTMENT: Street REGARDING: San Joaquin Reservoir City,State,Zip See Attached Action Agenda Item E-13 Date of Approval 5-7-01 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Please return an executed copy of each of the attached items, to the City Clerk's Connie Brockway Office at the above address. Thank you. City Clerk Attachments: Action Agenda Page x Agreement 2x . Bonds Insurance RCA Deed X _ Other CC: K. Dills DPW x Name Department RCA Agreement Insurance Other B. Wheeler DPW x x deed Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Risk Management Dept. Insurance (Telephone:714 636-5227) ATTACHMENT # 1 AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into this day of , 2001, by and among IRVINE RANCH WATER DISTRICT ("IRWD" or "Buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal- corporation of the State of California; •� CITY.OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); RECITALS A. The parties hereto are the parties to the San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 (the Second Amendatory Agreement has never become operative under Section 14 thereof) (collectively, "Trust Agreement"), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of,the San Joaquin Reservoir, consisting of certain real property, an open water reservoir and certain pipeline facilities and appurtenances located at or near the terminus of the East Orange County Feeder No. 2 in Orange County, California. Said property and facilities are collectively referred to as the Reservoir, and the real property is more particularly described in Exhibit "A" and depicted on Exhibit "B," which exhibits are attached hereto and incorporated herein by this reference. B. Concurrently with the execution of the Trust Agreement, IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST and TIC (collectively, the "Owners") granted to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, to be held and administered by METROPOLITAN, as Trustee, for the benefit of the Owners. The Trust Agreement and the trust therein created was irrevocable for a period of 60 years or until an earlier date established by mutual written agreement of all of the parties thereto then holding 2 �J • ownership interest in the Reservoir. C. The capacity allocation (in acre feet) and percentage ownership of each of the Owners under the Trust Agreement is set forth in the following table: Owner Capacity Allocation Percentage Acre Feet ownership Irvine Ranch Water District 1,41-1 46.26% Mesa Consolidated Water District 583 19.11 City of Huntington Beach 400 13.11 Metropolitan Water District 300 9.84 Laguna Beach County Water District 156 5.12 The Irvine Company 64 2.10 South Coast Water District 50 1.64 City of Newport Beach 86 2.82 TOTAL 3,050 100.00% The capacity allocation in acre feet shown in the foregoing table reflects the capacity of the Reservoir prior to reconfiguration to repair a portion of the side slope. Notwithstanding the reduction of capacity resulting from the reconfiguration, the transaction effected by this Agreement will be based on the pre-reconfiguration capacity. D. METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST AND TIC (collectively, the "Sellers") desire to sell to IRWD, as Buyer, and IRWD desires to purchase, all of the Sellers' respective undivided 3 • 1 ownership and capacity interests and all of their rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, upon the terms set forth herein. E. The Owners desire to terminate the Trust Agreement and the trust therein created. F. The Reservoir is connected to the water transmission facility known as East Orange County Feeder No. 2 ("EOCF#2"), by means of portions of such transmission facility (generally, the portions of"Reach 4" extending from the Irvine Cross Interconnection Structure and OC-44 to the Reservoir), which function as inlet and outlet pipelines and appurtenances (the."Inlet/Outlet Facilities"), allowing the Reservoir to be operated as part of METROPOLITAN's treated water distribution system. EOCF#2 was constructed under a joint powers agreement entered into on July 11, 1961, by and among METROPOLITAN, Municipal Water District of Orange County ("MWDOC"), the former Coastal Municipal Water District ("COASTAL"), the City of Anaheim and the City of Santa Ana. G. METROPOLITAN, as an owner under such joint powers agreement, and HUNTINGTON BEACH, NEWPORT BEACH, MESA and IRWD, as assignees of capacity owned by MWDOC and/or COASTAL, own capacity in the Inlet/Outlet Facilities. In particular, MWDOC assigned capacity in Reach 4 to IRWD (27 cfs; 4 s, agreement dated September 11, 1961), MESA (9 cfs; agreement dated March 14, 1963), and HUNTINGTON BEACH (5 cfs; agreement dated July 24, 1962). COASTAL assigned capacity in Reach 4 to IRWD (0.6 cfs; agreement dated July 1, 2000), MESA (2.8 cfs; agreement dated July 1, 2000), and NEWPORT BEACH (6.6 cfs; agreement dated July 1, 2000). Additional capacity in Reach 4 is owned by METROPOLITAN and held for the benefit of MWDOC, as successor to COASTAL. Following IRWD's proposed conversion of the Reservoir to a reclaimed water storage facility, the Inlet/Outlet Facilities will have no further use as part of the treated water system, except as described in the following recital, and METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH and MESA wish to convey their interests in the Inlet/Outlet Facilities to IRWD as part of the conveyance of their interests in the Reservoir. H. IRWD and METROPOLITAN intend to enter into a separate agreement to provide for METROPOLITAN's continuing use of the Inlet/Outlet Facilities for the purpose of for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN or an alternate method acceptable to METROPOLITAN. 5 OPERATIVE AGREEMENTS SECTION 1. TERMINATION OF TRUST. a. Trust Agreement. The Trust Agreement is hereby terminated, effective upon the Closing (defined below). b. Trust. The trust created by the Trust Agreement is hereby revoked and terminated, effective upon the Closing. METROPOLITAN is hereby authorized and directed to quitclaim and deliver to IRWD all of METROPOLITAN'S right, title and interest in the Reservoir, including the real property upon which it is constructed, free of the trust. The foregoing quitclaim shall be delivered in accordance with Section 2; . provided, the Purchase Price, as defined therein, shall not include any amount for the undivided Reservoir and Reservoir capacity interests beneficially owned by IRWD. C. Release of METROPOLITAN's From of METROPOLITAN's From Res onsibilities as Trustee. Trustee. All of the parties agree that METROPOLITAN shall have no further obligations as Trustee upon the termination of the Trust Agreement and revocation and termination of the trust. The parties agree that upon the Closing, METROPOLITAN shall be released from any further duties as Trustee under the Trust Agreement or the trust. 6 SECTION 2. SALE OF OWNERSHIP AND CAPACITY INTERESTS. a. Purchase Price. The price to be paid by IRWD to the Sellers for their ownership and capacity interests is $360.00 per acre foot, computed on the basis of the pre- reconfiguration acre-foot capacities of the Reservoir as set forth in the table below. Concurrent with execution of this Agreement, IRWD shall deposit with METROPOLITAN the sum of$590,040.00 (the "Purchase Price"). The Purchase Price shall be deposited in the form of separate checks made payable to the respective Sellers in the following amounts: Owner Capacity Allocation Purchase Price (Acre Feet) Distribution Mesa Consolidated Water District 583 $209,880.00 City of Huntington Beach 400 144,000.00 Metropolitan Water District 300 108,000.00 Laguna Beach County Water District 156 56,160.00 The Irvine Company 64 23,040.00 South Coast Water District 50 181000.00 City of Newport Beach 86 30,960.00 TOTAL 1,639 $590,040.00 b. Closing. Concurrent with the execution of this Agreement, METROPOLITAN, as Trustee, and each Owner, as a settlor and beneficiary of the revoked trust, shall execute and deposit with METROPOLITAN the quitclaim deed in the form attached 7 .hereto as Exhibit "C," which exhibit is attached hereto and incorporated herein by this reference. Quitclaim deeds executed by METROPOLITAN, TIC and NEWPORT BEACH in the forms attached hereto as Exhibits "D," "E," and "F," respectively, which exhibits are attached hereto and incorporated herein by this reference, shall also be deposited with METROPOLITAN. Upon receipt of the Purchase Price in accordance with paragraph (a) and the quitclaim deeds, METROPOLITAN shall deliver to each Seller its respective Purchase Price distribution and shall record the quitclaim deeds ("Closing"). In accordance with SECTION 4(b), METROPOLITAN shall simultaneously distribute to the parties, in the proportions to which they are entitled, any unspent funds held at the date of Closing pursuant to the Trust Agreement. SECTION 3. INTERESTS CONVEYED. a. Interests Conveyed to IRWD. The following interests shall be conveyed to IRWD by means of the above-referenced deeds attached as Exhibits "C," "D," "E," and "F": i. Reservoir property described in Exhibit "A" and depicted on Exhibit "B," including the dam, all buildings, structures, improvements and all appurtenances, all of the Reservoir capacity and storage rights and rights to all native inflow from the lands tributary to the Reservoir; ii. right-of-way easement from Ford Road to EOCF#2, and from EOCF#2 to Ridgeline Drive, as described in Exhibit "A" and depicted on Exhibit "B;" iii. pipeline easements and improvements therein comprising the 8 I i Inlet/Outlet Facilities, including the 54-inch inlet and 60-inch outlet and all appurtenant structures, from the Reservoir to the northwesterly boundary of Parcel "E" conveyed to IRWD by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964 [Exhibit "D"]; iv. Title Curative Conveyances. 1. Boundary Correction. It has been discovered that in the course of certain prior conveyances and reconveyances of the Reservoir land that were made to establish trust interests and correct title matters, a small rectangular parcel was inadvertently deleted and was retained by TIC, forming a notch in the Reservoir boundary as depicted in Exhibit "E." This parcel has been considered and used as part of the Reservoir. As part of the consideration for the Purchase Price, TIC agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "E" conveying this parcel to IRWD. 2. NEWPORT BEACH Interests. NEWPORT BEACH's interests in the Reservoir were recorded in certain instruments in addition to the trust conveyances. As part of the consideration for the Purchase Price, NEWPORT BEACH agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "F" releasing these interests to IRWD. v. Assignment of Portion of Easement Rights. METROPOLITAN shall execute an assignment in the form attached hereto as Exhibit "G," which exhibit is 9 attached hereto and incorporated herein by this reference, assigning to IRWD non- exclusive rights to install and maintain pipelines within Parcels "C" and "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned.to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964. b. Right-of-Entry by IRWD to METROPOLITAN. In further consideration for the conveyances to IRWD herein, IRWD agrees to provide METROPOLITAN with a right-of-entry over the access easement from Ford Road to EOCF#2, described and depicted in Exhibit "C." C. Cooperation by METROPOLITAN and IRWD. The foregoing conveyances notwithstanding, it is acknowledged by IRWD that METROPOLITAN desires to continue to use the Reservoir for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN. IRWD agrees to either provide for METROPOLITAN's use of the Reservoir and existing inlet or outlet facilities for such purpose or an alternate_method acceptable to METROPOLITAN. METROPOLITAN agrees not to unreasonably withhold its approval of any such alternate method. IRWD shall bear the cost of constructing any facilities needed to transmit and receive the rejected water, provided, IRWD shall not be required to buy or return the rejected water. d. Abandonment of OC-57. The Inlet/Outlet Facilities include the service connection structure known 10 .as OC-57. OC-57 shall be abandoned by IRWD. METROPOLITAN shall be entitled to salvage any portion of OC-57 upstream of the downstream end of the meter, and IRWD shall be entitled to salvage any portion of OC-57 downstream of the downstream end of the meter. METROPOLITAN and IRWD shall process a termination of the service connection agreement between METROPOLITAN and IRWD pertaining to OC-57. SECTION 4. CONDITIONS. a. Assumption of Operation, Maintenance and Capital Expenses. As of the Closing, IRWD shall assume all responsibility for operation, maintenance, repair, replacement, modification and improvement of the Reservoir. b. Distribution of Unspent Funds. Upon Closing, METROPOLITAN shall return to the Owners their respective shares of all funds deposited by the Owners or held by METROPOLITAN on such date in any Trust Accounts pursuant to Section 6 of the Trust Agreement, less amounts owed by METROPOLITAN for work performed prior to the Closing and METROPOLITAN's accrued overhead computed pursuant to Section 6b(i) of the Trust Agreement.. C. Property "As-Is:" Release of Sellers. IRWD has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to IRWD as described in Section 3(a), as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and 11 condition. METROPOLITAN has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to METROPOLITAN, as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and condition. To each Owner's actual knowledge, except with regard to storage and use of chlorine, there has not occurred on the Reservoir property any release of hazardous or toxic materials. d. Costs. Each party shall bear its own legal and other costs, in conjunction with the transactions contemplated .herein. IRWD and METROPOLITAN shall each pay its own costs of any title insurance it elects to obtain. e. Termination of Related Agreements. i. Memorandum of Understanding: The Memorandum of Understanding, dated September 19, 1990, entered into by all of the parties to_this Agreement with respect to certain capital improvement work to be accomplished at the Reservoir, is hereby terminated, effective upon the Closing. ii. Purchase and Sale Agreements: Any Purchase and Sale Agreements entered into as of July 1, .1990, by METROPOLITAN and any Local Owners (as that term is defined in said Memorandum of Understanding), in conjunction with the transactions contemplated in the Memorandum of Understanding and the Second 12 r w Amendatory Agreement to the Trust Agreement, are hereby terminated, effective upon the Closing. iii. Agency Agreement: The Agency Agreement - San Joaquin Reservoir Slope Repair, dated December 26, 1995, entered into by IRWD, as agent, with all of the other parties hereto (except TIC) with respect to the slope repairs to the Reservoir, is hereby terminated, effective upon the Closing. f. Indemnitv. Sellers and their respective employees, officers, directors, shareholders, agents and representatives, and each of their respective successors and assignees (collectively, the "Indemnitees") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by the improvement, maintenance,'or use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof, including, without limitation, any loss, damage, injury or claim arising from and proximately caused by any defect in the design, construction of, or material in the improvements, any defect in soils or in the preparation of soils or in the design.and accomplishment of grading with respect to the improvements, any act or omission of IRWD or any of its agents, employees, licensees, invitees or contractors, or any other cause whatsoever in connection with IRWD's use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof. IRWD hereby waives on its behalf all claims and demands against the Indemnitees for any such loss, damage, or injury of IRWD, and agrees to indemnify, 13 defend and hold harmless the Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claims, whether incurred or made by IRWD or any other person(s). Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless with respect to any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of an Indemnitee. Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless from any claims related to the improvement, maintenance, or use of the interests or rights retained by METROPOLITAN, its successors or assigns pursuant to Section 3(a)(v), 3(b) or 3(c). SECTION 5. OPTION TO REPURCHASE. a. Option to Repurchase in the Event of a Modification. This Section 5 shall apply in the event IRWD (i) uses the Reservoir for a use inconsistent with the storage of water or (ii) permanently ceases to use the Reservoir or (iii) conveys the real property on which the Reservoir is constructed for other than water-storage purposes (any of the foregoing is hereinafter referred to as a "Modification"). Any IRWD use of the property incidental to or in addition to use of the Reservoir for water storage shall not constitute a Modification. In the event IRWD proposes a Modification, IRWD may ascertain whether any reversionary right will be 14 asserted as a result of the Modification, and if so, whether IRWD desires to negotiate a relinquishment of such reversionary right. If a relinquishment is negotiated or the Modification will not result in the accrual or exercise of a reversionary right, IRWD shall notify each Seller of the proposed Modification, and each Seller shall have an option to repurchase its ownership and capacity interest sold to IRWD pursuant to Section 2(a) above, in the manner set forth'in this Section. b. Repurchase Price and Terms The repurchase price shall be equal to the sale price set forth in Section 2(a) for the repurchasing Seller's interests, increased by the change in the Engineering News Record Construction Cost Index for the Los Angeles Area from the Closing to the date of exercise of the repurchase option, plus the Seller's proportionate share of any cost for the 'relinquishment of reversionary rights, as computed by IRWD. The repurchase option shall be subject to all matters affecting title which are existing on the date of exercise of the option and any matters affecting title which are thereafter created, made, assumed or consented to by IRWD. Exercise of a repurchase option shall constitute the repurchasing Seller's consent and agreement to the proposed - Modification, including any disposition of property proposed in the Modification, and the repurchasing Seller agrees to promptly execute and deliver all documents as IRWD reasonably requests from time to time to effectuate and operate the Modification. Exercise of a repurchase option shall also constitute the repurchasing Seller's warranty that it has the legal authority to participate in the Modification. To the extent the Modification produces net revenue/net expense from disposition or use of the property, 15 the net revenue/net expense shall be divided among IRWD and the repurchasing Sellers on a monthly basis in proportion to their interests. For purposes of this Section, "net revenue/net expense" shall include all proceeds, revenues, credits and consideration of every kind and nature received directly or indirectly by IRWD from such disposition or use, less costs incurred by IRWD (using normal IRWD accounting cost allocations, consistently applied, for similar projects), in negotiating, planning, financing, constructing, operating, and (if applicable) disposing of, the property. C. Exercise of Option. Any Seller electing to exercise the repurchase option shall exercise it by giving written notice to IRWD, accompanied by payment of the repurchase price, within ninety (90) days of the notice to the Sellers given by IRWD pursuant to Section 5(a). IRWD and the repurchasing Sellers shall divide any escrow fees in proportion to their post-closing percentage interests. The repurchasing Sellers shall pay for documentary tax stamps, recordation of their respective deeds and for any title insurance they desire to obtain. d. Term. This Section shall become effective upon the Closing and remain in effect until the date that the Trust Agreement would have remained in effect had it not been terminated by this Agreement; provided that this Section shall continue in effect as to any repurchase option which has accrued prior to such date and which is exercised. 16 SECTION 6. MISCELLANEOUS. a. Interpretation. All of the parties have negotiated the provisions of this Agreement with the assistance of their respective counsel. Accordingly, the parties waive the effect of California Civil Code Section 1654 or any other statute or common law principle of similar effect which interprets uncertainties in a contract against the party who drafted the contract. b. No Waiver. No failure of any party to exercise any power given that party under this Agreement or to insist on strict compliance by the other party to its obligations, and no custom or practice of the parties in variation with the terms of this Agreement will constitute a waiver of any party's right to demand exact compliance with the terms of this Agreement. C. Successors and Assigns. The provisions of this Agreement will be binding on and will inure to the benefit of the parties and their respective heirs, successors, and assigns. d. Counterparts. This Agreement may be executed in one or more counterparts. Each will be deemed an original and all, taken together, will constitute one and the same instrument. e. Notices. Any notice, request, demand, consent, approval or other communication 17 required or permitted pursuant to this Agreement or by law shall be validly given or made only if in writing and delivered in person or seventy-two (72) hours after deposit in the United States mail, duly certified or registered (return receipt requested), postage prepaid, and delivered (in the case of personal delivery) or addressed (in the case of mail delivery) to the party for whom intended, as follows: If to IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619-7000 Attention: General Manager If to METROPOLITAN: The Metropolitan Water District of Southern California 700 North Alameda Street P.O. Box 54153 Los Angeles, CA 90054-0153 Attention: General Manager If to HUNTINGTON BEACH: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attention: City Manager If to NEWPORT BEACH: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659-1768 Attention: City Manager If to MESA: Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attention: General Manager 18 ,r REQUEST FOR ACTION MEETING DATE: May 7, 2001 DEPARTMENT ID NUMBER:PW 01-057 Analysis: Since the mid 1960's, the City and a number of other agencies have had capacity rights in the San Joaquin Reservoir. After a major landslide in 1995, the reservoir was drained and taken out of service. Cost estimates to upgrade/rehabilitate the facility for potable water storage are in excess of $40 million, prohibiting this as a viable option. Irvine Ranch Water District (IRWD) has proposed converting the reservoir to reclaimed water storage and has offered to purchase capacity rights from the other owners of the reservoir. On May 1, 2000, the City Council, by a 7 to 0 vote, (1) authorized the sale, in concept, of the city's capacity in the San Joaquin Reservoir to Irvine Ranch Water District (IRWD) based on the offer dated March 16, 2000; and (2) authorized staff to develop the terms of a purchase and sale agreement with the other co-owners of the reservoir and Irvine Ranch Water District. A purchase and sales agreement was agreed upon and prepared. The May 1, 2000 Request for Council Action (Attachment 4) outlines the city's ownership interest in the reservoir. The sales agreement reflects the $144,000 agreed upon purchase price for the City's capacity rights. The agreement grants an option to the city, and the other public agency sellers, to repurchase their interests in the reservoir if IRWD or other agencies use the reservoir for a purpose inconsistent with the storage of water, or permanently ceases to use the reservoir. On January 17, 2001, Defend The Bay, a nonprofit organization, filed a California Environmental Quality (CEQA) lawsuit against IRWD, and the other owners, including the City of Huntington Beach, contending that IRWD should have prepared an Environmental Impact Report, and not a Negative Declaration, in support of its decision to convert the reservoir to reclaimed water storage. This lawsuit is presently pending. A Collective Defense Agreement concerning the CEQA lawsuit filed by Defend The Bay has been developed. Under the Agreement, the IRWD would be defending the City in the lawsuit. In accordance with Section 4 of the Collective Defense Agreement, all costs for the defense will be borne by IRWD. Environmental Status: See analysis. Not applicable at this time. Attachment(s): City Clerk's Page Number No. Description 1 Sales Agreement 2 Quitclaim Deed 3 Collective Defense Agreement 4 May 1, 2000 RCA "Authorize the Sale of the City's Capacity Rights in the San Joaquin Reservoir" RCA Author: Dills 01-057 May 7 Dills(Sale of San Joaquin Reservoir) -3- 5/1/01 9:37 AM ti y�J Dt�'�E R�'ifR W.%R Darr 1 RI'1 ti E RANCH I'I I E R DISTRICT 15600 Sand Canyon Ave..P.O.Box 57000.Irvine,CA 92619-7000.(714)453-5300 June 28, 2001 Ms. Connie Brockway City Clerk x City of Huntington Beach o y 2000 Main Street Huntington Beach, CA 92648 o--r'<c N X—<c�^ SUBJECT: SAN JOAQUIN RESERVOIR QUITCLAIM DEED C)T Dear Ms. Brockway: '" ? w o n Enclosed is a recorded copy of the Quitclaim deed (Reservoir and Ingress/Egress Easements) for your records. I included only the first page of the Agreement for Sale of San Joaquin Reservoir Capacity Right and Undivided Real Property Inersts and Termination of Trust Agreement as your agency has previously received a fully conformed copy from MWD. Sincerely, J , Leslie Bonkowski District Secretary Enclosure cc: Joan Arneson, BAW&G RECORDING REQUESTED BY AND Recorded in Official Records,County of Orange WHEN RECORDED MAIL TO: Gary Granville, Clerk-Recorder IRVINE RANCH WATER DISTRICT IIIIIIIIIIIIIIIIIIIIIIIIIIIUII IIIII IIIIUIUIIIIIIIIIII NO FEE „ 15600 Sand Canyon Avenue 20010352814 09:41am 05131/01 5777" P.O. Box 57000 114 16 001 Al2 A04 90 Irvine, California 92619-7000 0.00 0:00 0.00 0.00 0.00 0.00 0.00 0.00 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt 3 T Computed on full value of property conveyed: Computed on full value less the value of liens or p encumbrances thereon remaining at time of sale �b f FREE RECORDING REQUESTED-Essential to acquisition by Irvine Ranch Water 9,4/ District(Government Code§6103) F QUITCLAIM DEED (Reservoir and Ingress/Egress Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended)("Owner'), hereby remises, releases and forever quitclaims.to IRVINE RANCH WATER DISTRICT, a California water district-organized under Division 13 of the California Water Code ("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B", which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon , capacity therein and rights to all native inflow to the Reservoir from the lands tributary to the Reservoir(collectively, the"San Joaquin Reservoir Property"). The San Joaquin Reservoir Property granted hereby is conveyed free of the trust established by that certain San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 ("Trust Agreement"), which trust has been revoked by the consent of all parties to said agreement. In accordance with and subject to'the terms and conditions of the AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT, dated as of March /, .1001, including, but not limited to, the repurchase option set forth therein, Owner, as trustee under the terminated Trust Agreement, makes this conveyance by express direction of the settlors and beneficiaries of said revoked tr st, for the purpose of distributing trust property. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By _ Z�t r4�ex� ner I M nager San Joaquin Reservoir The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVI WATER DISTRICT J B u,L.v P es dent ��Lrp Secrets THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNl ' By ene al Manager CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By. City Clerk 2 San Joaquin Reservoir t The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary p CITY OF HUNTINGTON BEACH L?A1:L I.0 S I0 N, (3'1!i.y At L c r n e y - !By• m-�uiy pity ►L. W By May By-ee� e�� City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property,hereby acknowledge and confirm the above quitclaim.by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President i By Secretary r i THE METROPOLITAN WATER DISTRICT OF { SOUTHERN CALIFORNIA By President By Secretary I CITY OF HUNTINGTON BEACH By Mayor i BY p City Clerk CITY OF NEWPORT BEACH Y Mayor Y City Clerk o�NEvnpb u RHO' 2 San Joaquin Reservoir MESA CONSOLIDATED WATER DISTRICT By 71-1 O ✓/� Cti�Ci Pres' ent By Secretary I LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By. President By Secretary THE IRVINE COMPANY By EPresident By Secretary 3 San Joaquin Reservoir 1 EXHIBIT B PAGE 2OF5 t THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION A PORTION OF BLOCK 97& 98 IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE STATE OF CALIFORNIA SAN JOAQUIN LEGEND RESERVOIR QUITCLAIM ® 1004-25-1 INSTT,NO.85-323188 O.R.,REC.08-28-1985 PARCEL 1 OF THE FOLLOWING: INST.NO.4927O.R. 13656/1$REC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 INSTT,NO.4931 O.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R.13656/45,REC.07-03-1980 / INST.N0.4933 O.R. 13656/50,REC.07-03.1980 ? INST NO.4934 O.R. 13656155,REC.07-03-1980 'INST.NO.49350.R. 13656160,REC.07-03-1980 INSTT,NO.85-323204 O.R.,REC.08-28-1985 INST.NO.85-323205 O.R.,REC.08-28-1985 INST.NO.85-3232060.R.,REC.08-28-1985 INST.NO.85-323207 O.R.,REC.08-28-1985 INSTT,NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 INST.NO.85-323210 O.R.,REC.08-28-1985 INST.NO.85-323211 O.R.,REC.08-28-1985 O L P N fD S� INSTT,NO.85-323212 O.R.,REC.08-28-1985 C-) y o a- -/ -0 Exp.�� No. 6241 9�F OF c A��F OQ2 NO SCALE PREPARED UNDER MY SUPERVISION THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED Pe Wiseman P.L.S. 6241 M.W.D.&M.W-D., TRUSTEE TO Z MINE RANCH WATER DISTRICT DATE 100425-1 Isvirw/joaquin/row/exhib/joaquinl.dgn 12112100 BG EXHIBIT B PAGE 3 OF 5 A PORTION OF BLOCK 91 & 98, ►RVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE.OF CAUFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION "k , 01 / SEE PAGE 4 ':�O / INSTT,N0.85 323188 O.R.,REC.08-28-1985 NO SCALE ♦♦ PARCEL 3 OF THE FOLLOWING: \ / INST.NO.4927 O.R. 13656/12,AFC.07-03-1980 ♦ INST.NO.4928 O.R. 13656125,REC.07-03-1980 / INST.NO.4929 O.R. 13656130,REC.07-03-1980 /♦ INST.NO.4930 O.R.13656135,REC.07-03-1980 / INST.NO.4931 O.R. 13656140,REC.07-03-1980 \ INST.NO.4932 O.R. 13656/45,REC.07-03-1980 C) ♦♦ INST.NO.4933 O.R.13656150,REC.07-03-1980 ♦ INST.NO.4934 O.R. 13656155,REC.07-03-1980 ♦ INST.NO.4935 O.R.13656160,REC.07-03-1980 / INST.NO.85-323204 O.R.,REC.08-28-1985 • g'� / INST.NO.85-323205 O.R.,REC.08-28-1985 0 / 9g INSTT,NO.85-323206 O.R.,REC.08-28-1985 ♦ ��- INST.NO.85-323207 O.R.,REC.08--2411985 Olt. "INST.NO.85-323208 O.R.,REC.08-28-1985 / INST.NO.85-323209 O.R.,REC.08-28-1985 �1 \ INST.NO.85-323210 O.R.,REC.08-28-1985 ♦ INST.NO.85-323211 O.R.,REC.08-28-1985 ♦ INST.NO.85-323212 O.R.,REC.08-28-1985 INST.NO.20000648268 O.R. / N REC. 11-29-00 / / SAN JOAQUIN RESERVOIR 1004-25-1 LEGEND • •• •. QUITCLAIM r l�f 1004.23-30(PORTION) 1004-25-100 Lp.ND S PREPARED UNDER W SUPERVISION = �,� S'� THE METROPOLITAN WATER DISTRICT v �i o OF SOUTHERN CALIFORNL4 i Z SAN JOAQUIN RESERVOIR cn p' Q QUITCLAIM DEED N0. 62 1 M.W.D.&M.W.D., TRUSTEE Peter G iseman YPL.,,. 6241 -9 Q TO F OF C PA, IRVINE RANCH WATER DISTRICT DATE 1004-23-30& 1004-25-100 lsvrrwleocfdr2/rowlexhib/quitclafml.dgn 12112100 8G 1 EXHIBIT B PAGE 4 OF 5 A PORTION OF BLOCK 91 & 98, 1RVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION INST.NO.85-323188 O.R.,REC.08-28-1985 PARCEL 3&4 OF THE FOLLOWING: GrG�' 1 INST.NO.85-323204 O.R.,REC.08-28-1985 QP 'L INST.NO.85-323205 O.R.,REC.08-28-1985 g INST.NO.85-323206 O.R.,REC.08-28-1985 INST.NO.85-323207 O.R.,REC.08-28-1985 0 Qp4' �9 INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 INST.NO.85-323210 O.R.,REC.08-28-1985 pP0 INST.NO.85-323211 O.R.,REC.08-28-1985 E INST.NO.85-323212 O.R.,REC:08-28-1985 r. PARCEL 3 OF THE FOLLOWING: �f INST.NO.4927 O.R. 13656/12,REC.07-03-1980 , INST.NO.4928 O.R. 13656125,REC.07-03-1980 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 f INST.NO.4931 O.R. 13656140,REC.07-03-1980 �f"✓ INST.NO.4932 O.R. 13656145,REC.07-03-1980 INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 f % Ak. NO SCALE %, •J�� LEGEND. ; #O QUITCLAIM& 1004-23-30& 31 PREPARED UNDER N N D S� MYSUPERVISION _CD � G w�S� THE- METROPOLITAN WATER DISTRICT o OF SOUTHERN CALIFORNIA . L SAN JOAQUIN RESERVOIR cn Exp. QUITCLAIM DEED No. 241 �� .►seman P.L.S. 241 yJ�ZP�- � o= M W.D.&M.W.D.,TRUSTEE TO 'Z 6 OF C A�� IRVINE RANCH WATER DISTRICT DATE 1004-23-30&31 Isvrrwleocfd2/rowlexhiblquitclaiml.dgn 12112100 BG EXHIBIT B PAGE 5 OF 5 TRACT NO. 9858, M.M. 436/1-7, CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION XC� �yc ` NO SCALE l y o LOT 8 �9 1 ♦ ;/ ! INST.NO.85-323188 D.R.,REC 08-28-1985 PARCEL 2 OF THE FOLLOWING: INST.NO.4927 O.R.13656/12,REC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 01 INST.NO.4929 O.R.13656130,REC.07-03-1980 106 INST.NO.4930 O.R. 13656135,REC.07-03-1980 INST.NO.4931 O.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R. 13656145,REC.07-03-1980 \ INST.NO.4933 O.R. 13656150,REC.07-03-1980 m INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 a �+ INST.NO.85-323204 O.R.,REC.08-28-1985 _y INST.N0.85-323205 O.R.,REC 08-28-1985 INST.NO.85-3232060.R.,REC.08-28-1985 fp r ,� INST.NO.85-3232070.R.,REC.08-28-1985 INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85.323209 O.R.,REC.08-28-1985 �i INST.NO.85-3232100.R.,REC.08-28-1985 INST.NO.85-323211 O.R.,REC.08-28-1985 INST.N6.85.323212 O.R.,REC.08-28-1985 LEGEND QUITCLAIM& 1004-24-7 SAND S PREPARED UNDER �� G,, �/� U9G MY SUPERVISION = <c,� `S� �` THE METROPOLITAN WATER DISTRICT v o OF SOUTHERN CALIFORNIA CL Exp. SAN JOAQUIN RESERVOIR t No. 241 �� QUITCLAIM DEED tpe r Wiseman P.L.S. 6 M.W.D.&M.W.D., TRUSTEE �p TO ,/�z/z�,v OF C A\-\ IRVINE RANCH WATER DISTRICT DATE 1004-24-7 Isvrrwljoaquin/rowlexhiblioaquin5.dgn 12112100 BG IRVINE RANCH WATER DISTRICT CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by deed or grant dated March 22, 2001 from The Metropolitan Water District of Southern California,Irvine Ranch Water District,The Metropolitan Water District of Southern California, City of Huntington Beach, City of Newport Beach,Mesa Consolidated Water District,Laguna Beach County Water District, South Coast Water District,and The Irvine Company is hereby accepted by the undersigned officer on behalf of the Board of Directors pursuant to authority conferred by Resolution No. 1965-36 of the Board of Directors,adopted on October 6, 1965, and the grantee consents to recordation thereof by its duly authorized officer. Date: May 18, 2001 IRVINE RANCH WATER DISTRICT zzt e ie Bonkowski Secretary to the Board of Directors s AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into as of this 1st day of March, 2001, by and among IRVINE RANCH WATER DISTRICT ("IRWD" or "Buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST' herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); CITY CLERK MWD CITY OF METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA HUNTINGTON BEACH, CA 2001 JUN -s A 11: 0 3 Office of the General Manager June 6, 2001 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Connie Brockway, City Clerk Dear Sir or Madam: San Joaquin Reservoir Capacity Sale Documents, Purchase Price Distribution, and Trust Fund Distribution As trustee pursuant to the San Joaquin Reservoir Trust Agreement, dated July 1, 1980, as amended, The Metropolitan Water District of Southern California(hereinafter"Metropolitan"), in accordance with section 2b of the Agreement for Sale of San Joaquin Reservoir Capacity Rights and Undivided Real Property Interest and Termination of Trust Agreement, encloses herewith the following documents and distributions: 1. Fully conformed copy of Agreement for Sale of San Joaquin Reservoir Capacity Rights and Undivided Real Property Interest and Termination of Trust Agreement, with original signatures of each party; and 2. Fully conformed Collective Defense Agreement; and 3. Irvine Ranch Water District check number 221640 in the amount of$144,000, representing your agency's share of the purchase price distribution. Regarding the funds held by Metropolitan as trustee, we are closing the books as of June 10, 2001 and anticipate submitting an accounting and disbursement check to each party on or about June 30, 2001. It appears the total funds remaining for disbursement at that time will approximate $500,000. Metropolitan has submitted the originals of the various deeds for recordation with the Office of the Recorder for the County of Orange. After recordation, they will be forwarded, with recording information thereon, to Irvine Ranch Water District, which will distribute them to the parties. 700 N.Alameda Street, Los Angeles,California 90012•Mailing address:Box 54153,Los Angeles,California 90054-0153•Telephone(213)217-6000 i THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA City of Huntington Beach Page 2 June 6, 2001 Thank you for your cooperation regarding this complicated and lengthy transaction. If you have any questions which we can answer, please contact Eddie Rigdon at(213)217-5757. Very truly yours, Ronald R. Gastelum President and Chief Executive Officer By: r. O� Eddie A. Rigdon Assistant Group Mzdager Water Systems Operations LRBA Enclosures cc:, Joan Arneson, Esq. (w/o enclosures) Bowie, Arneson, Wiles & Giannone 4920 Campus Drive, Suite A Newport Beach, CA 92660 AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into as of this 1st day of March, 2001, by and among IRVINE RANCH WATER DISTRICT ("IRWD" or"Buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC' herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); RECITALS A. The parties hereto are the parties to the San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 (the Second Amendatory Agreement has never become operative under Section 14 thereof) (collectively, "Trust Agreement"), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of the San Joaquin Reservoir, consisting of certain real property, an open water reservoir and certain pipeline facilities and appurtenances located at or near the terminus of the East Orange County Feeder No. 2 in Orange County, California. Said property and facilities are collectively referred to as the Reservoir, and the real property is more particularly described in Exhibit"A" and depicted on Exhibit "B," which exhibits are attached hereto and incorporated herein by this reference. B. Concurrently with the execution of the Trust Agreement, IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST and TIC (collectively, the "Owners") granted to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, to be held and administered by METROPOLITAN, as Trustee, for the benefit of the Owners. The Trust Agreement and the trust therein created was irrevocable for a period of 60 years or until an earlier date established by mutual written agreement of all of the parties thereto then holding 2 ownership interest in the Reservoir. C. The capacity allocation (in acre feet) and percentage ownership of each of the Owners under the Trust Agreement is set forth in the following table: Owner Capacity Allocation Percentage (Acre Feet) Ownership Irvine Ranch Water District 1,411 46.26% Mesa Consolidated Water District 583 19.11 City of Huntington Beach 400 13.11 Metropolitan Water District 300 9.84 Laguna Beach County Water District 156 5.12 The Irvine Company 64 2.10 South Coast Water District 50 1.64 City of Newport Beach 86 2.82 TOTAL 3,050 100.00% The capacity allocation in acre feet shown in the foregoing table reflects the capacity of the Reservoir prior to reconfiguration to repair a portion of the side slope. Notwithstanding the reduction of capacity resulting from the reconfiguration, the transaction effected by this Agreement will be based on the pre-reconfiguration capacity. D. METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST AND TIC (collectively, the "Sellers") desire to sell to IRWD, as Buyer, and IRWD desires to purchase, all of the Sellers' respective undivided 3 ownership and capacity interests and all of their rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, upon the terms set forth herein. E. The Owners desire to terminate the Trust Agreement and the trust therein created. F. The Reservoir is connected to the water transmission facility known as East Orange County Feeder No. 2 ("EOCF#2"), by means of portions of such transmission facility (generally, the portions of"Reach 4" extending from the Irvine Cross Interconnection Structure and OC-44 to the Reservoir), which function as inlet and outlet pipelines and appurtenances (the "Inlet/Outlet Facilities"), allowing the Reservoir to be operated as part of METROPOLITAN's treated water distribution system. EOCF#2 was constructed under a joint powers agreement entered into on July 11, 1961, by and among METROPOLITAN, Municipal Water District of Orange County ("MWDOC"), the former Coastal Municipal Water District ("COASTAL"), the City of Anaheim and the City of Santa Ana. G. METROPOLITAN, as an owner under such joint powers agreement, and HUNTINGTON BEACH, NEWPORT BEACH, MESA and IRWD, as assignees of capacity owned by MWDOC and/or COASTAL, own capacity in the Inlet/Outlet Facilities. In particular, MWDOC assigned capacity in Reach 4 to IRWD (27 cfs; 4 agreement dated September 11, 1961), MESA (9 cfs; agreement dated March 14, 1963), and HUNTINGTON BEACH (5 cfs; agreement dated July 24, 1962). COASTAL assigned capacity in Reach 4 to IRWD (0.6 cfs; agreement dated July 1, 2000), MESA (2.8 cfs; agreement dated July 1, 2000), and NEWPORT BEACH (6.6 cfs; agreement dated July 1, 2000). Additional capacity in Reach 4 is owned by METROPOLITAN and held for the benefit of MWDOC, as successor to COASTAL. Following IRWD's proposed conversion of the Reservoir to a reclaimed water storage facility, the Inlet/Outlet Facilities will have no further use as part of the treated water system, except as described in the following recital, and METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH and MESA wish to convey their interests in the Inlet/Outlet Facilities to IRWD as part of the conveyance of their interests in the Reservoir. H. IRWD and METROPOLITAN intend to enter into a separate agreement to provide for METROPOLITAN's continuing use of the Inlet/Outlet Facilities for the purpose of for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN or an alternate method acceptable to METROPOLITAN. 5 OPERATIVE AGREEMENTS SECTION 1. TERMINATION OF TRUST. a. Trust Agreement. The Trust Agreement is hereby terminated, effective upon the Closing (defined below). b. Trust. The trust created by the Trust Agreement is hereby revoked and terminated, effective upon the Closing. METROPOLITAN is hereby authorized and directed to quitclaim and deliver to IRWD all of METROPOLITAN'S right, title and interest in the Reservoir, including the real property upon which it is constructed, free of the trust. The foregoing quitclaim shall be delivered in accordance with Section 2; provided, the Purchase Price, as defined therein, shall not include any amount for the undivided Reservoir and Reservoir capacity interests beneficially owned by IRWD. C. Release of METROPOLITAN's From Responsibilities as Trustee. All of the parties agree that METROPOLITAN shall have no further obligations as Trustee upon the termination of the Trust Agreement and revocation and termination of the trust. The parties agree that upon the Closing, METROPOLITAN shall be released from any further duties as Trustee under the Trust Agreement or the trust. 6 I SECTION 2. SALE OF OWNERSHIP AND CAPACITY INTERESTS. a. Purchase Price. The price to be paid by IRWD to the Sellers for their ownership and capacity interests is $360.00 per acre foot, computed on the basis of the pre- reconfiguration acre-foot capacities of the Reservoir as set forth in the table below. Concurrent with execution of this Agreement, IRWD shall deposit with METROPOLITAN the sum of$590,040.00 (the "Purchase Price"). The Purchase Price shall be deposited in the form of separate checks made payable to the respective Sellers in the following amounts: Owner Capacity Allocation Purchase Price (Acre Feet) Distribution Mesa Consolidated Water District 583 $209,880.00 City of Huntington Beach 400 144,000.00 Metropolitan Water District 300 108,000.00 Laguna Beach County Water District 156 56,160.00 The Irvine Company 64 23,040.00 South Coast Water District 50 18,000.00 City of Newport Beach 86 30,960.00 TOTAL 1,639 $590,040.00 b. Closing. Concurrent with the execution of this Agreement, METROPOLITAN, as Trustee, and each Owner, as a settlor and beneficiary of the revoked trust, shall execute and deposit with METROPOLITAN the quitclaim deed in the form attached 7 hereto as Exhibit "C," which exhibit is attached hereto and incorporated herein by this reference. Quitclaim deeds executed by METROPOLITAN, TIC and NEWPORT BEACH in the forms attached hereto as Exhibits "D," "E," and "F," respectively, which exhibits are attached hereto and incorporated herein by this reference, shall also be deposited with METROPOLITAN. Upon receipt of the Purchase Price in accordance with paragraph (a) and the quitclaim deeds, METROPOLITAN shall deliver to each Seller its respective Purchase Price distribution and shall record the quitclaim deeds ("Closing"). In accordance with SECTION 4(b), METROPOLITAN shall simultaneously distribute to the parties, in the proportions to which they are entitled, any unspent funds held at the date of Closing pursuant to the Trust Agreement. SECTION 3. INTERESTS CONVEYED. a. Interests Conveyed to IRWD. The following interests shall be conveyed to IRWD by means of the above-referenced deeds attached as Exhibits "C," "D," "E," and "F": i. Reservoir property described in Exhibit "A" and depicted on Exhibit "B," including the dam, all buildings, structures, improvements and all appurtenances, all of the Reservoir capacity and storage rights and rights to all native inflow from the lands tributary to the Reservoir; ii. right-of-way easement from Ford Road to EOCF#2, and from EOCF#2 to Ridgeline Drive, as described in Exhibit "A" and depicted on Exhibit "B;" iii. pipeline easements and improvements therein comprising the 8 Inlet/Outlet Facilities, including the 54-inch inlet and 60-inch outlet and all appurtenant structures, from the Reservoir to the northwesterly boundary of Parcel "E" conveyed to IRWD by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964 [Exhibit "D"]; iv. Title Curative Conveyances. 1. Boundary Correction. It has been discovered that in the course of certain prior conveyances and reconveyances of the Reservoir land that were made to establish trust interests and correct title matters, a small rectangular parcel was inadvertently deleted and was retained by TIC, forming a notch in the Reservoir boundary as depicted in Exhibit "E." This parcel has been considered and used as part of the Reservoir. As part of the consideration for the Purchase Price, TIC agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "E" conveying this parcel to IRWD. 2. NEWPORT BEACH Interests. NEWPORT BEACH's interests in the Reservoir were recorded in certain instruments in addition to the trust conveyances. As part of the consideration for the Purchase Price, NEWPORT BEACH agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "F" releasing these interests to IRWD. V. Assignment of Portion of Easement Rights. METROPOLITAN shall execute an assignment in the form attached hereto as Exhibit "G," which exhibit is 9 attached hereto and incorporated herein by this reference, assigning to IRWD non- exclusive rights to install and maintain pipelines within Parcels "C" and "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned.to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964. b. Right-of-Entry y IRWD to METROPOLITAN. In further consideration for the conveyances to IRWD herein, IRWD agrees to provide METROPOLITAN with a right-of-entry over the access easement from Ford Road to EOCF#2, described and depicted in Exhibit "C." C. Cooperation by METROPOLITAN and IRWD. The foregoing conveyances notwithstanding, it is acknowledged by IRWD that METROPOLITAN desires to continue to use the Reservoir for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN. IRWD agrees to either provide for METROPOLITAN's use of the Reservoir and existing inlet or outlet facilities for such purpose or an alternate method acceptable to METROPOLITAN. METROPOLITAN agrees not to unreasonably withhold its approval of any such alternate method. IRWD shall bear the cost of constructing any facilities needed to transmit and receive the rejected water, provided, IRWD shall not be required to buy or return the rejected water. d. Abandonment of OC-57. The Inlet/Outlet Facilities include the service connection structure known 10 as OC-57. OC-57 shall be abandoned by IRWD. METROPOLITAN shall be entitled to salvage any portion of OC-57 upstream of the downstream end of the meter, and IRWD shall be entitled to salvage any portion of OC-57 downstream of the downstream end of the meter. METROPOLITAN and IRWD shall process a termination of the service connection agreement between METROPOLITAN and IRWD pertaining to OC-57. SECTION 4. CONDITIONS. a. Assumption of Operation, Maintenance and Capital Expenses. As of the Closing, IRWD shall assume all responsibility for operation, maintenance, repair, replacement, modification and improvement of the Reservoir. b. Distribution of Unspent Funds. Upon Closing, METROPOLITAN shall return to the Owners their respective shares of all funds deposited by the Owners or held by METROPOLITAN on such date in any Trust Accounts pursuant to Section 6 of the Trust Agreement, less amounts owed by METROPOLITAN for work performed prior to the Closing and METROPOLITAN's accrued overhead computed pursuant to Section 6b(i) of the Trust Agreement. C. Property "As-Is;" Release of Sellers. IRWD has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to IRWD as described in Section 3(a), as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and 11 condition. METROPOLITAN has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to METROPOLITAN, as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and condition. To each Owner's actual knowledge, except with regard to storage and use of chlorine, there has not occurred on the Reservoir property any release of hazardous or toxic materials. d. Costs. Each party shall bear its own legal and other costs, in conjunction with the transactions contemplated herein. IRWD and METROPOLITAN shall each pay its own costs of any title insurance it elects to obtain. e. Termination of Related Agreements. i. Memorandum of Understanding: The Memorandum of Understanding, dated September 19, 1990, entered into by all of the parties to this Agreement with respect to certain capital improvement work to be accomplished at the Reservoir, is hereby terminated, effective upon the Closing. ii. Purchase and Sale Agreements: Any Purchase and Sale Agreements entered into as of July 1, ,1990, by METROPOLITAN and any Local Owners (as that term is defined in said Memorandum of Understanding), in conjunction with the transactions contemplated in the Memorandum of Understanding and the Second 12 Amendatory Agreement to the Trust Agreement, are hereby terminated, effective upon the Closing. iii. Agency Agreement: The Agency Agreement - San Joaquin Reservoir Slope Repair, dated December 26, 1995, entered into by IRWD, as agent, with all of the other parties hereto (except TIC) with respect to the slope repairs to the Reservoir, is hereby terminated, effective upon the Closing. f. Indemnity. Sellers and their respective employees, officers, directors, shareholders, agents and representatives, and each of their respective successors and assignees (collectively, the "Indemnitees") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by the improvement, maintenance, or use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof, including, without limitation, any loss, damage, injury or claim arising from and proximately caused by any defect in the design, construction of, or material in the improvements, any defect in soils or in the preparation of soils or in the design and accomplishment of grading with respect to the improvements, any act or omission of IRWD or any of its agents, employees, licensees, invitees or contractors, or any other cause whatsoever in connection with IRWD's use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof. IRWD hereby waives on its behalf all claims and demands against the Indemnitees for any such loss, damage, or injury of IRWD, and agrees to indemnify, 13 defend and hold harmless the Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claims, whether incurred or made by IRWD or any other person(s). Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless with respect to any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of an Indemnitee. Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless from any claims related to the improvement, maintenance, or use of the interests or rights retained by METROPOLITAN, its successors or assigns pursuant to Section 3(a)(v), 3(b) or 3(c). SECTION 5. OPTION TO REPURCHASE. a. Option to Repurchase in the Event of a Modification. This Section 5 shall apply in the event IRWD (i) uses the Reservoir for a use inconsistent with the storage of water or (ii) permanently ceases to use the Reservoir or (iii) conveys the real property on which the Reservoir is constructed for other than water-storage purposes (any of the foregoing is hereinafter referred to as a "Modification"). Any IRWD use of the property incidental to or in addition to use of the Reservoir for water storage shall not constitute a Modification. In the event IRWD proposes a Modification, IRWD may ascertain whether any reversionary right will be 14 asserted as a result of the Modification, and if so, whether IRWD desires to negotiate a relinquishment of such reversionary right. If a relinquishment is negotiated or the Modification will not result in the accrual or exercise of a reversionary right, IRWD shall notify each Seller of the proposed Modification, and each Seller shall have an option to repurchase its ownership and capacity interest sold to IRWD pursuant to Section 2(a) above, in the manner set forth in this Section. b. Repurchase Price and Terms The repurchase price shalt be equal to the sale price set forth in Section 2(a) for the repurchasing Seller's interests, increased by the change in the Engineering News Record Construction Cost Index for the Los Angeles Area from the Closing to the date of exercise of the repurchase option, plus the Seller's proportionate share of any cost for the relinquishment of reversionary rights, as computed by IRWD. The repurchase option shall be subject to all matters affecting title which are existing on the date of exercise of the option and any matters affecting title which are thereafter created, made, assumed or consented to by IRWD. Exercise of a repurchase option shall constitute the repurchasing Seller's consent and agreement to the proposed Modification, including any disposition of property proposed in the Modification, and the repurchasing Seller agrees to promptly execute and deliver all documents as IRWD reasonably requests from time to time to effectuate and operate the Modification. Exercise of a repurchase option shall also constitute the repurchasing Seller's warranty that it has the legal authority to participate in the Modification. To the extent the Modification produces net revenue/net expense from disposition or use of the property, 15 the net revenue/net expense shall be divided among IRWD and the repurchasing Sellers on a monthly basis in proportion to their interests. For purposes of this Section, "net revenue/net expense" shall include all proceeds, revenues, credits and consideration of every kind and nature received directly or indirectly by IRWD from such disposition or use, less costs incurred by IRWD (using normal IRWD accounting cost allocations, consistently applied, for similar projects), in negotiating, planning, financing, constructing, operating, and (if applicable) disposing of, the property. C. Exercise of Option. Any Seller electing to exercise the repurchase option shall exercise it by giving written notice to IRWD, accompanied by payment of the repurchase price, within ninety (90) days of the notice to the Sellers given by IRWD pursuant to Section 5(a). IRWD and the repurchasing Sellers shall divide any escrow fees in proportion to their post-closing percentage interests. The repurchasing Sellers shall pay for documentary tax stamps, recordation of their respective deeds and for any title insurance they desire to obtain. d. Term. This Section shall become effective upon the Closing and remain in effect until the date that the Trust Agreement would have remained in effect had it not been terminated by this Agreement; provided that this Section shall continue in effect as to any repurchase option which has accrued prior to such date and which is exercised. 16 SECTION 6. MISCELLANEOUS. a. Interpretation. All of the parties have negotiated the provisions of this Agreement with the assistance of their respective counsel. Accordingly, the parties waive the effect of California Civil Code Section 1654 or any other statute or common law principle of similar effect which interprets uncertainties in a contract against the party who drafted the contract. b. No Waiver. No failure of any party to exercise any power given that party under this Agreement or to insist on strict compliance by the other party to its obligations, and no custom or practice of the parties in variation with the terms of this Agreement will constitute a waiver of any party's right to demand exact compliance with the terms of this Agreement. C. Successors and Assigns. The provisions of this Agreement will be binding on and will inure to the benefit of the parties and their respective heirs, successors, and assigns. d. Counterparts. This Agreement may be executed in one or more counterparts. Each will be deemed an original and all, taken together, will constitute one and the same instrument. e. Notices. Any notice, request, demand, consent, approval or other communication 17 required or permitted pursuant to this Agreement or by law shall be validly given or made only if in writing and delivered in person or seventy-two (72) hours after deposit in the United States mail, duly certified or registered (return receipt requested)., postage prepaid, and delivered (in the case of personal delivery) or addressed (in the case of mail delivery) to the party for whom intended,as follows: If to IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619-7000 Attention: General Manager If to METROPOLITAN: The Metropolitan Water District of Southern California 700 North Alameda Street P.O. Box 54153 Los Angeles, CA 90054-0153 Attention: General Manager If to HUNTINGTON BEACH: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attention: City Manager If to NEWPORT BEACH: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659-1768 Attention: City Manager If to MESA: Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attention: General Manager 18 If to LAGUNA: Laguna Beach County Water District 306 Third Street P.O. Box 987 Laguna Beach, CA 92652 Attention: General Manager If to SOUTH COAST: South Coast Water District 31592 West Street South Laguna, CA 92677 Attention: General Manager If to TIC: The Irvine Company 550 Newport Center Drive Newport Beach, CA 92663 Attention: Chick W. Willette Any party may substitute a different address for its above-stated address by giving written notice to the other parties in the manner herein provided. f. Authority. Each of the undersigned represents and warrants to the other parties hereto that they have the authority to bind the party on behalf of whom they sign. Each of the undersigned represents that it has all requisite authority to perform each of its obligations hereunder. g. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. All prior agreements, representations, negotiations and understandings of the parties are superseded and merged in this Agreement. This Agreement shall be amended only in writing executed by all parties. h. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any 19 person, other than the parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision. This Agreement and each condition and provision is intended to be for the sole and exclusive benefit of the parties and their respective successors and assigns, and for the benefit of no other person. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the day and year first written above. IRVINE RANCH WATER DISTRICT By Pre'id nt By Secretary APPROVED AS TO FORM: (SEAL) 76sel for IRWD 20 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By G er I Manager APPROVED AS TO FORM: (SEAL) Counsel for ME LI AN CITY OF HUNTINGTON BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH BY Mayo B ,�6z��,cG� City Clerk o� APPROVED AS TO FORM: (SEAL) City Attorney 21 CITY OF NEWPORT BEACH By '6 Mayor By() UCr7Lre� 1 .. Jai �/ City Clerk NE�,,� U APPR ED AS TO FORM: (SEAL) City Attorney MESA CONSOLIDATED WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for MESA 22 CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney MESA CONSOLIDATED WATER DISTRICT Pr (ident By Secre ary APPROVED AS TO FORM:Bow)e,A-WESrN, Wt LoW y,,Qd 1iVdjee (SEAL) Counsel for MESA 22 LAGUNA BEACH COUNTY WATER DISTRICT By Presi ent Paul P. Freeman By . ZL Secretary Renae M. Hinchey APPROVED AS TO FORM: (SEAL) Q Counsel for LAGUNA Paula E. Meyer SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOUTH COAST 23 LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA SOUTH C T WATER DISTRICT By President By P• .Secretary APPROVED AS TO FORM: (SEAL) Counsel r SOU COAST 23 THE IRVINE COMPANY By Chick 1� Willette Senior Vice President By Peter Changala Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 64534 24 LIST OF EXHIBITS Exhibit "A" Description of Reservoir and easements (trust property) rRecital A Exhibit "B" Depiction of Reservoir and easements (trust property) fRecital A Exhibit "C" Form of Quitclaim Deed (Reservoir and Ingress/Egress Easements) [Section 3(a)(i) and (ii)J Exhibit "D" Form of Quitclaim Deed (Reservoir Inlet/Outlet and Easements) [Section 3(a)(iii)1 Exhibit "E" Form of Quitclaim Deed (TIC Boundary Correction) Section 3a iv 1 Exhibit "F" Form of Quitclaim Deed (City of Newport Beach) [Section 3(a)(iv)(2) Exhibit "G" Form of Assignment of Portion of Easement Rights (Domestic and Reclaimed Water Parallel Pipelines) [Section 3(a)(v)1 25 EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD &MWD, as Trustee To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1, Parcel 2, and Parcel 3 by Grant Deed recorded July 03, 1980 as Instrument No. 4927 in Book 13656, page 12, and conveyed as Parcel 1,Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 85- 323204, and conveyed to The Metropolitan Water District of Southern California, a public corporation recorded August 28, 1985 as Instrument No. 85-323188 and conveyed to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No. 4928 in Book 13656,page 25 Instrument No. 4929 in Book 13656,page 30 Instrument No. 4930 in Book 13656, page 35 Instrument No. 4931 in Book 13656,page 40 Instrument No. 4932_in Book 13656,page 45 Instrument No. 4933 in Book 13656,page 50 Instrument No. 4934 in Book 13656,page 55 Instrument No. 4935 in Book 13656,page 60 and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No. 85-323205 Instrument No. 85-323206 Instrument No. 85-323207 Instrument No. 85-323208 Instrument No. 85-323209 Instrument No. 85-323210 EXHIBIT A Page 1 of 2 EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD &MWD, as Trustee To Irvine Ranch Water District Instrument No. 85-323211 Instrument No. 85-323212 and as conveyed by document recorded November 29, 2000 as Instrument No. 20000648268 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION _6Peter Noy 41 G iseman P.L.S. 6241 9 Q� Date SAwordshar\petgan\sjcgcA1.doc December 12,2000 Page 2 of 2 EXHIBIT B PAGE 1 OF 5 A PORTION OF BLOCK 97& 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION . two Sii / \ r i IL Qs -a �Za% ycm ,,� / c m NO SCALE $ /o`� � a t`v ' ca C m rye; ; 0 Jv 10 40 / / '+�'�l,�: �,•:#;gip+.:{;--:Q'�{y."�•r'` . o %Lc y m y ''Ar • K• ' . � . CL No. 3241 I, x F D LIFO -- a -- Z -\\ / �:.y�:• �. VICINITY MAP co 90 PREPARED UNDER MY SUPERVISION THE METROPOLITAN WATER DISTRICT Nos ALE OF SOUTHERN CALIFORNIA 73 pa• SAN JOAQUIN RESERVOIR m BEM►rA GIN• QUITCLAIM DEED 73 H SANJ ou►N P e iseman P.L.S. 6241 M.W.D.&M.W.D., TRUSTEE TO RESE ci s►rE IRVINE RANCH WATER DISTRICT s � 0 DATE 1004-25-1 Isvrrwlioaquinlrowlexhiblioaquinl.dgn EXHIBIT B 12112100 BG EXHIBIT B PAGE 2 OF 5 THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION A PORTION OF BLOCK 97& 98 IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE STATE OF CALIFORNIA SAN JOAQ UI N LEGEND RESERVOIR QUITCLAIM ® 1004-25-1 INST.NO.85-323188 O.R.,REC.08-28-1985 PARCEL 1 OF THE FOLLOWING: INST.NO.4927 O.R. 13656/12,REC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 INST.NO.4931 O.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R. 13656145,REC.07-03-1980 INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 INST.NO.85-323204 O.R.,REC.08-28-1985 INST.NO.85-323205 O.R.,REC.08-28-1985 INST.NO.85-323206 O.R.,REC.08-28-1985 INST.NO.85-323207 O.R.,REC.08-28-1985 INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 -- --- ------ - -INST.--NO:-85=323210 O.R.,REC.08-28-1985 - - - - INST.NO.85-323211 O.R.,REC.08-28-1985 O A N D S� INST.NO.85-323212 O.R.,REC.08-28-1985 - — - - C-) 4i - -----_- p - - - - i a Exp. -m.---- - - No. 6241 9�F oQ� CF c ALA, NO SCALE PREPARED UNDER MY SUPERVISION THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED Pe Wiseman P.L.S. 6241 M.W.D.& M.W.D., TRUSTEE TO IRVINE RANCH WATER DISTRICT DATE 1004-25-1 /svrrwlioaquin/row/exhib/joaquinl.dgn 12/12/00 BG EXHIBIT B PAGE 3 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION : Ar %G / SEE PAGE 4 'O0 N o 5 INST.NO.85-323188 O.R.,REC.08-28-1985 NO SCALE v // ` PARCEL 3 OF THE FOLLOWING: / INST.NO.4927 O.A. 13656112,AEC.07-03-1980 / INST.NO.4928 O.R. 13656125,REC.07-03-1980 / INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 \ J / INST.NO.4931 O.R. 13656140,REC.07-03-1980 \ INST.NO.4932 O.R. 13656145,REC.07-03-1980 ci INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 \ / INST.NO.4935 O.R. 13656160,REC.07-03-1980 `\ C2 / INST.NO.85-3232040.R.,REC.08-28-1985 INST.NO.85-323205 O.R.,REC.08-28-1985 INST NO.85-323206 O.R.,AEC.08-28-1985 \ / INST.NO.85-323207 O.R.,REC.08-28-1985 9�. \ INST.NO.85-323208 D.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 INST.NO.85-323210 O.R.,REC.08-28-1985 INST.NO.85-323211 O.R.,REC.08-28-1985 / \ INST.NO.85-323212 O.R.,REC.08-28-1985 INST.NO.20000648268 O.R. / \ N REC. 11-29-W / / SAN JOAQUIN RESERVOIR 1004-25-1 LEGEND . .. .. QUITCLAIM rj�� 1004-23-30 (PORTION) " 1004-25-100 SAND PREPARED UNDER W SUPERVISION ��' �,� �S'� THE METROPOLITAN WATER DISTRICT v 2� o OF SOUTHERN CALIFORNIA - rZ EX 0 Z = SAN JOAQUIN RESERVOIR y2L� t � No. 62 1 � M QUITCLAIM DEED Peter G iseman . 6241 M.W.D.&M.W.D., TRUSTEE TO Q OF C PL\F IRVINE RANCH WATER DISTRICT DATE 1004-23-30& 1004-25-100 /svrrw/eocfdr2/row/exhib/quitclaiml.dgn 12/12/00 BG EXHIBIT B PAGE 4 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION INST.NO.85-323188 O.R.,REC.08-28-1985 PARCEL 3&4 OF THE FOLLOWING: INST.NO.85-323204 O.R.,REC.08-28-1985 QP� A,23. INST.NO.85-323205 O.R.,REC.08-28-1985 9 INST.NO.85-323206 O.R.,REC.08-28-1985 Gov �p INST.NO.85-323207 O.R.,REC.08-28-1985 QO� QQS' ry"� INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 INST.NO.85-323210 O.R.,REC.08-28-1985 OPO INST.NO.85-323211 O.R.,REC.08-28-1985 F INST.NO.85-323212 O.R.,REC.08-28-1985 1• PARCEL 3 OF THE FOLLOWING: ✓1' INST.NO.4927 O.R. 13656/12,REC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 INST.NO.4929 O.R. 13656130,REC.07-03-1980 f� INST.NO.4930 O.R. 13656135,REC.07-03-1980 f INST.NO.4931 O.R. 13656140,REC.07-03-1980 �f�✓ INST.NO.4932 O.R. 13656145,REC.07-03-1980 INST.NO.4933 O.R. 13656150,REC.07-03-1980 ✓ INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 4-0 NO SCALE OJ f CG - - LEGEND -- - ---- - - ;�� , 1O 04-2 3/0& 31 ,' •%,0'O , �y1 PREPARED UNDER SAND S�q MY SUPERVISION ��`' Q` G w�S� THE METROPOLITAN WATER DISTRICT v o OF SOUTHERN CALIFORNIA a -7 SAN JOAQUIN RESERVOIR Exp. cp / QUITCLAIM DEED A N0. 241 M.W.D. &M.W.D., TRUSTEE Pet iseman P.L.S. 6241 y�q OQ TO Z OF CAL\F IRVINE RANCH WATER DISTRICT DATE 1004-23-30&31 lsvrrwleocfdr2/rowlexhiblquitclaiml.dgn 12112100 BG EXHIBIT B PAGE 5 OF 5 TRACT NO. 9858, M.M. 43611-7, CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION Xf A O f NO SCALE cF do O LOT PIC ! INST.NO.85-323188 O.R.,REC.08-28-1985 PARCEL 2 OF THE FOLLOWING: INST.NO.4927 O.R. 13656112,REC.07-03-1980 INST.NO,4928 O.R. 13656125,REC.07-03-1980 d 1011 101 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.N0.4930 O.R. 13656/35,REC.07-03 1980 `ram INST.NO.4931 O.R. 13656140,REC.07-03-1980 3 1 INST.NO.4932 O.R. 13656145,REC.07-03-1980 \ INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 INST.NO.65-323204 O.R.,REC.08-28-1985 INST.NO.85-323205 O.R.,REC.08-28-1985 INST.NO.85-3232060.R.,REC.08-28-1985 INST.NO.85.323207O.R.,REC.08-28-1985 INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209O.R.,REC.08-28-1985 �i INST.NO.85-323210O.R.,REC.08-28-1985 INST.NO.85-323211 O.R.,REC.08-28-1985 INST.NO.85-323212 O.R.,REC.08-28-1985 LEGEND �- - QUITCLAIM& 1004-24-7 \,NND S PREPARED UNDER G. MY SUPERVISION �G' <C,� `sF t<` THE METROPOLITAN WATER DISTRICT C.) o OF SOUTHERN CALIFORNIA Exp SAN JOAQUIN RESERVOIR � No. 241 �� QUITCLAIM DEED Pe r Wiseman P.L.S. 6 -9j. Q� M.W.D.&M.W.D., TRUSTEE �p TO OF C P, IRVINE RANCH WATER DISTRICT DATE 1004-24-7 /svrrw/joaquin/rowlexhib/josquin5.dgn 12/12/00 BG RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED-- Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED, (Reservoir and Ingress/Egress Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended)("Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B",which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon , capacity therein and rights to all native inflow to the Reservoir from the lands tributary to the Reservoir(collectively, the"San Joaquin Reservoir Property"). The San Joaquin Reservoir Property granted hereby is conveyed free of the trust established by that certain San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 ("Trust Agreement"), which trust has been revoked by the consent of all parties to said agreement. In accordance with and subject to the terms and conditions of the AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT, dated as of , including, but not limited to, the repurchase option set forth therein, Owner, as trustee under the terminated Trust Agreement, makes this conveyance by express direction of the settlors and beneficiaries of said revoked trust, for the purpose of distributing trust property. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager EXH I B IT C San Joaquin Reservoir The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD &MWD, as Trustee To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1,Parcel 2, and Parcel 3 by Grant Deed recorded July 03, 1980 as Instrument No. 4927 in Book 13656,page 12, and conveyed as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 85- 323204, and conveyed to The Metropolitan Water District of Southern California , a public corporation recorded August 28, 1985 as Instrument No. 85-323188 and conveyed to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No. 4928 in Book 13656, page 25 Instrument No. 4929 in Book 13656, page 30 Instrument No. 4930 in Book 13656,page 35 Instrument No. 4931 in Book 13656,page 40 Instrument No. 4932 in Book 13656, page 45 Instrument No. 4933 in Book 13656, page 50 — --- --------Instrument-No 4934-in Book 13656,page-55 _ -- _Instrument No. 4935_in-Book--13656,-page 60 - -and conveyed-as Parcel 1, Parcel 2, Parcel 3, and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No. 85-323205 Instrument No. 85-323206 Instrument No. 85-323207 Instrument No. 85-323208 Instrument No. 85-323209 Instrument No. 85-323210 Page 1 of 2 E I� EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD &MWD, as Trustee To Irvine Ranch Water District Instrument No. 85-323211 Instrument No. 85-323212 and as conveyed by document recorded November 29, 2000 as Instrument No. 20000648268 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION No. 41 Peter G iseman P.L.S. 6241 9 Q� z oo °F Date SAwordshar\petgan\sjcgcA1.doc December 12,2000 Page 2 of 2 EXHIBIT B PAGE 1 OF A PORTION OF BLOCK 97& 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION > \ h U ul. W._ °s V• H N O g I %, / m m N NO SCALE ^ a� / o a \ v/ % " % CD ch ci 7 / AN D cc �� ry # ,•.. cs�.•o'.•.; �r a � F ,� : • xis:' � �`'h:..:•. . CL No. 6241 - VICINITY MAP i °o 9� PREPARED UNDER m MY SUPERVISION THE METROPOLITAN WATER DISTRICT r NO SCALE OF SOUTHERN CALIFORNIA 73 pFt• SAN JOAQUIN RESERVOIR BONrTA ��a• QUITCLAIM DEED 73 �+ SANJ QUIN P eman P.L.S. 6241 M.W.D.&M.W.D., TRUSTEE RESE TO SITE 0 IRVINE RANCH WATER DISTRICT DATE 1004-25-1 Isvrrwlioaquinlrow/exhiblioaquin1.dgn 12112100 BG EXHIBIT B PAGE 2 OF 5 THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION A PORTION OF BLOCK 97& 98 IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE STATE OF CALIFORNIA SAN JOAQ UI N LEGEND RESERVOIR QUITCLAIM ® 1004-25-1 INST.NO.85-323188 O.R.,REC.08-28-1985 PARCEL 1 OF THE FOLLOWING: INST.NO.4927 O.R. 13656/12,REC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 INST.NO.4931 O.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R. 13656145,REC.07-03-1980 INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 INST.NO.85-323204 O.R.,REC.08-28-1985 INST.NO.85-323205 O.R.,REC.08-28-1985 INST.NO.85-323206 O.R.,REC.08-28-1985 INST.NO.85-323207 O.R.,REC.08-28-1985 INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 -INST.-NO.85-323210 O.R.,REC.08-28-1985 - — — - - - - - INST.NO.85-323211 O.R.,REC.08-28-1985 L A N D S, INST.NO.85-323212 O.R.,REC.08-28-1985 F Exp, Ln No. 6241 9J61 Q� OF c NO SCALE PREPARED UNDER MY SUPERVISION THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR QUITCLAIM DEED Pe Wiseman P.L.S. 6241 M.W.D.&M.W.D.,TRUSTEE ro IRVINE RANCH WATER DISTRICT DATE 1004-25-1 /svrrwljoaquin/row/exhibl%oaquinl.dgn 12112100 BG i EXHIBIT B PAGE 3 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION : pry "O SEE PAGE 4 ,:,OQ / INST.NO.85-323188 O.R.,REC.08-28-1985 NO SCALE v // PARCEL 3 OF THE FOLLOWING: \ / INST.NO.4927 O.R. 13656/12,REC.07-03-1980 / INST.NO.4928 O.R. 13656125,REC.07-03-1980 / INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 / INST.NO.4931 O.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R. 13656145,REC.07-03-1980 INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 / INST.NO.4935 O.R. 13656160,REC.07-03-1980 / INST.NO.85-323204 D.R.,REC.08-28-1985 C;, / INST.NO.85-323205 O.R.,REC.08-28-1985 INST NO.85-323206 O.R.,REC.08-28-1985 / INST.NO.85-323207 O.A.,REC.08-28-1985 9ti > 0 INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 0 / 9 INST.NO.85-323210 O.R.,REC.08-28-1985 INST.NO.85-323211 O.R.,REC.08-28-1985 / INST.NO.85-323212 D.R.,REC.08-28-1985 INST.NO.20000648268 O.R. / N REC. 11-29-00 / SAN JOAQUIN RESERVOIR 1004-25-1 LEGEND . • •. QUITCLAIM rj�•f 1004-23-30(PORTION) "� 1004-25-100 �p,ND S PREPARED UNDER �q MY SUPERVISION �`' 4(�` G W�S� THE METROPOLITAN WATER DISTRICT 14 'l7 o OF SOUTHERN CALIFORNIA it EX 0 Z � SAN JOAQUIN RESERVOIR c � No. 62 1 QUITCLAIM DEED Peter G iseman YPL., . 6241 M.W.D.&M.W.D., TRUSTEE 9 To a OF C PAS\F IRVINE RANCH WATER DISTRICT DATE 1004-23-30& 1004-25-100 /svrrw/eocfdr2/row/exhiblquitclaiml.dgn 12112100 BG EXHIBIT B PAGE 4 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION INST.NO.85-323188 O.R.,REC.08-28-1985 A PARCEL 3&4 OF THE FOLLOWING: INST.NO.85-323204 D.R.,REC.08-28-1985 QP� b.23 INST.NO.65-323205 O.R.,REC.08-28-1985 9 INST.NO.85-323206 O.R.,REC.08-28-1985 INST.NO.85-323207O.R.,REC.08-28-1985 Qo� QQy' �"b INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 INST.NO.65-323210 O.R.,REC.08-28-1985 oQV INST NO.85-323211 O.R.,REC.08-28-1985 F INST.NO.85-323212 O.R.,REC.08-28-1985 �Qy PARCEL 3 OF THE FOLLOWING: ✓f INST.NO.4927 O.R. 13656/12,AEC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R. 13656135,REC.07-03-1980 f INST.NO.4931 O.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R. 13656145,REC.07-03-1980 f� INST.NO.4933 O.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 INST.NO.4935 O.R. 13656160,REC.07-03-1980 NO SCALE % O LEGEND QUITCLAIM& 1004-23-30& 31 , PREPARED UNDER \_pND S G w� �qG MY SUPERVISION =`o l`� S� THE METROPOLITAN WATER DISTRICT v o OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR can gyp' Q QUITCLAIM DEED N0. 241 = M.W.D. &M.W.D., TRUSTEE Pet Wiseman P.L.S. 6241 1 2 � TO Z F OF C PA IRVINE RANCH WATER DISTRICT DATE 1004-23-30&31 isvrrw/eocfdr2/row/exhib/quitclaiml.dgn 12112100 BG EXHIBIT B PAGE 5 OF 5 TRACT NO. 9858, M.M. 43611-7, CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION 0 Xf � �;• NO SCALE 2� LOT 8 ��•` � O�2 •`ate� p 11lod .9 r •`� o� o03 ' / n� a1 ! INST.NO.85-323188 O.R.,REC.08-28-1985 do e 1 PARCEL 2 OF THE FOLLOWING: -4 INST.NO.4927 O.R. 13656/12,REC.07-03-1980 INST.NO.4928 O.R. 13656125,REC.07-03-1980 07 INST.NO.4929 O.R. 13656130,REC.07-03-1980 INST.NO.4930 O.R.13656135,REC.07-03-1980 INST.NO.4931 O.R. 13656140,REC.07-03-1980 2„ INST.NO.4932 O.R. 13656145,REC.07-03-1980 \ INST.NO.4933 D.R. 13656150,REC.07-03-1980 INST.NO.4934 O.R. 13656155,REC.07-03-1980 p •• INST.NO.4935 O.R. 13656160,REC.07-03-1980 f+ = INST.NO.85-323204 O.R.,REC.08-28-1985 m/ .''� INST.NO.85-323205 O.R.,REC.08-28-1985 INST.NO.85-323206 O.R.,REC.08-28-1985 .01 r , INST.NO.85-323207 O.R.,REC.08-28-1985 ' INST.NO.85-323208 O.R.,REC.08-28-1985 INST.NO.85-323209 O.R.,REC.08-28-1985 �i INST.NO.85-323210O.R.,REC.08-28-1985 o �---� rn I ;� INST.NO.85-323211 O.R.,REC.08-28-1985 INST.NO.85-323212 O.R.,REC.08-28-1985 LEGEND QUITCLAIM& 1004-24-7 LAND S PREPARED UNDER c,� G• W/s&,pG THE METROPOLITAN WATER DISTRICT MY SUPERVISION v4, F��o OF SOUTHERN CALIFORNIA J � � Exp. / SAN JOAQUIN RESERVOIR t No. 241 QUITCLAIM DEED -9�, Q� M.W.D.&M.W.D., TRUSTEE Pe r Wiseman P.L.S. 6 TO OF C ALA IRVINE RANCH WATER DISTRICT DATE 1004-24-7 /svrrw/Joaquin/row/exhib/joaquin5.dgn 12112100 BG [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 4 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the persons)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 5 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 6 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 64678 7 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED-- Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED (San Joaquin Reservoir Inlet/Outlet and Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended) ("Owner") hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B,"which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon and capacity therein. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager EXHIBIT D San Joaquin Reservoir EXHIBIT A 1004-23-1 (PTN.) East Orange County Feeder No.2 Quitclaim Deed The Metropolitan Water District of Southern California To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to the Irvine Ranch Water District as Parcel "E", Parcel "F", and Parcel "G" by Easement Deed recorded December 26, 1963 in Book 6860,page 91 and assigned to The Metropolitan Water District of Southern California by Assignment recorded June 25, 1964 in Book 7103, page 219, both of Official Records, in the Office of the County Recorder of said County All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION t3. arisF�c�, Peter G. iseman P.L.S. 6241 Date SAwordshaz\petgan\sjrgcA2.doc September 1,2000 - - Page 1 of 1 EXHIBIT B PAGE 1 OF 1 A PORTION OF BLOCK 91, 97& 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION Jt"• : O:: �• / 0 N / S PARCEL E v// CONVEYED BY \ / O.R.6860191 O / REC. 12126163 / ASSIGNED BY / O.R. 71031219 / REC. 06125164 / PARCEL G / CONVEYED BY / O.R. 6860191 REC. 12126163 ASSIGNED BY / O.R. 71031219 NO SCALE 9ti \0 REC.06/25/64 / �ex \ / PARCEL F / CONVEYED BY / O.R.6860191 SAN JOAQUIN RESERVOIR / REC. 12/26/63 / ASSIGNED BY O.R. 7103/219 REC.06/25/64 LEGEND l � QUITCLAIM 1004-23-1(PORTION) PREPARED UNDER SAND G S�9G MY SUPERVISION _�' �,� � THE METROPOLITAN WATER DISTRICT � � � o OF SOUTHERN CALIFORNIA - L EAST ORANGE COUNTY FEEDER NO.2 t can Exp. Q QUITCLAIM DEED N0. 24 M.W.D. LPeterG. iseman P.L.S. 6241 TO pF C P, IRVINE RANCH WATER DISTRICT DATE 1004-23-1(PORTION) /svrrwleocfdr2lrowlexhiblquitclaiml.dgn 09101100 BG [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA } ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 3 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED -- Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED (TIC - Boundary Correction) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE IRVINE COMPANY, a Delaware corporation ("Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), all right title and interest in That certain real property described in Exhibit"A" and depicted on Exhibit"B", which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon. DATED: Owner THE IRVINE COMPANY By President By Secretary EXH I E IT E San Joaquin Reservoir EXHIBIT "A" LEGAL DESCRIPTION That portion of Block 98 of the Irvine's Subdivision, in the County of Orange, State of California, as per map recorded in Book 1, Page 88, of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: Beginning at the westerly terminus of that certain course in the northerly boundary of Parcel 1 as described in that certain Grant Deed from the Irvine Company, a Michigan Corporation to Irvine Ranch Water District, a California Water District, recorded on August 28, 1985 as Instrument Number 85-323203 of Official Records in the office of said Recorder, said certain course being described as having a bearing and length of North 82' 08' 29" East 197.66 feet; thence continuing along said boundary, South 9° 41' 13" East 171.94 feet; thence South 80° 18' 47" West 120.00 feet; thence North 9° 41' 13" West 175.77 feet; thence leaving said boundary, North 82' 08' 29" East 120.06 feet to the point of beginning. �OQVLpFESS10 P. NfjF w m UP. sj CIVIV. ATE Of C AI.W F:\\mmp\word\eng\bk\L11-IExhibit A.doc .77 nJ O 1 �2p 06 /7/.94' z ate, NLY..BORY. PCL./, /NSI. BS-323203 O.R.-�J ,p . 8 03, Q,p [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 70187 3 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED-- Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED" (City of Newport Beach) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF NEWPORT BEACH, a municipal corporation ("Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), all right title and interest conveyed to Owner by Instrument recorded in the Official Records of Orange County in Book 7161, page 116, on August 3, 1964, and by Instrument recorded in the Official Records of Orange County as Instrument No. 84- 107305, on March 14, 1984 and unrecorded instrument referenced therein, dated December 23, 1981. DATED: Owner CITY OF NEWPORT BEACH By Mayor By City Clerk EXHIBIT F San Joaquin Reservoir [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 70188 3 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED-- Essential to acquisition by Irvine Ranch Water District(Government Code§6103) ASSIGNMENT OF PORTION OF EASEMENT RIGHTS (Domestic and Reclaimed Water Parallel Pipelines) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended)("Owner"), hereby assigns to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), the right to install, operate and maintain pipelines within Parcel "C"and Parcel "D"of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to Owner by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964, excepting therefrom, that portion thereof lying northeasterly of the southwesterly line of Culver Drive, as described in easement deed to the County of Orange, recorded on October 28, 1964, in Book 7278, Page 688, in said Official Records (the"Easement'). The right assigned hereby shall be subject to all of the terms and conditions of such conveyances—Grantee=shall--obtain Owner's approval prior to installation of any pipelines within the Easement; provided, it is agreed that such approval has been obtained or waived with respect to pipelines previously installed by Grantee within the Easement. Grantee-shall.be.required to comply-with minimum separation as may be required by law or regulation between reclaimed water pipelines installed by Grantee and Owner's domestic water pipeline within the Easement.-- DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager EXHIBIT G San Joaquin Reservoir [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 70195 3 San Joaquin Reservoir COLLECTIVE DEFENSE AGREEMENT This Collective Defense Agreement ("Agreement") is made and entered into as of this �5f day of AarcA , 2001, by and among the IRVINE RANCH WATER DISTRICT, a California water district formed and existing pursuant to the California Water District Law ("1RWD"), and any of the following listed parties who have executed both this Agreement and that certain agreement entitled "AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT" in substantially the form attached hereto as Exhibit "A" ("Sale Agreement"), unless the execution of the Sale Agreement has been enjoined or stayed by a court of appropriate jurisdiction and such injunction or stay remains in effect (collectively, "Sellers"): THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized, existing and operating pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); RECITALS: A. IRWD and the Sellers, as owners of interests in the San Joaquin Reservoir ("Reservoir"), have entered into, or have executed, subject to execution by any of the parties thereto which have not yet signed, the Sale Agreement, providing for the sale to IRWD by the Sellers of all of their respective undivided ownership and capacity interests and all of their rights, title and interest in.and to the Reservoir. B. On December 18, 2000, IRWD approved the execution of the Sale Agreement, approved a project to convert the Reservoir to a reclaimed water storage reservoir and adopted certain proceedings relating to such approvals under the California Environmental Quality Act (CEQA). C. On or about January 22, 2001, a petition for writ of mandate and complaint for declaratory and injunctive relief was filed in the Superior Court entitled DEFEND THE BAY, Petitioner and Plaintiff, v. IRVINE RANCH WATER DISTRICT et al., Respondents 2 and Defendants, and MESA CONSOLIDATED WATER DISTRICT; METROPOLITAN WATER DISTRICT, CITY OF HUNTINGTON BEACH; LAGUNA BEACH COUNTY WATER DISTRICT; THE IRVINE COMPANY; SOUTH COAST WATER DISTRICT; CITY OF NEWPORT BEACH, et al., Real Parties in Interest, Case Number OCSC 01CC01034 (the "Action"). The Action seeks review of the above-described approvals on the grounds of noncompliance with CEQA. D. The parties signatory to this Agreement acknowledge that they have a common interest in completing the transaction for the sale of the Reservoir and a common interest in defending the Action. The Sellers signatory to this Agreement have a common interest in avoiding or minimizing the expense of defending the Action. The signatory parties are not aware of a basis for a conflict of interest in participating in a collective defense of the Action. E. The parties signatory to the Agreement have considered their potential individual exposure, defense costs and other matters and have concluded that it is in their individual best interests to enter into this Agreement for the collective defense of the Action. NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, DO AGREE AS FOLLOWS: 3 SECTION 1. Additional Parties. The parties hereto agree that any entity listed as a prospective Seller above, who has not signed this Agreement, may become a party hereto by executing this Agreement and, unless precluded as described in the preamble to this Agreement, by executing the Sale Agreement. SECTION 2. Confidentiality. Each of the parties hereto agrees to maintain in strict confidence any nonpublic information, including, but not limited to, any information related to this Agreement and protected by the work product or attorney- client privileges, it receives in any form relating to the subject matter of this Agreement or the Action. Each of the parties desires to maintain all information distributed to and among the parties and the parties and counsel as confidential and protected by the attorney-client and official information privileges. SECTION 3. Defense. IRWD agrees to defend each party who has become a "Seller" in the manner described hereinabove, in the Action, including any appeal thereof or any related actions filed with respect to additional CEQA proceedings taken by IRWD if the same are ordered in the Action. IRWD shall have the right to determine the theories on which it will provide the defense of the Action, to pursue or not pursue any substantive or procedural matter in the Action, including any appeal thereof or any related actions filed with respect to additional CEQA proceedings taken by IRWD that may be ordered in the Action, and. to approve or not approve any settlement of the Action. The foregoing notwithstanding, any party shall have the right to withdraw from 4 this Agreement, at any time and for any reason, and, in that event, the withdrawing party shall no longer be included in the collective defense. SECTION 4. Costs and Expenses. All costs and expenses related to this defense, including the expense of satisfying or complying with any relief ordered against Sellers in the Action, and any attorneys' fees incurred by IRWD in the legal representation of Sellers pursuant to this Agreement, shall be paid by IRWD. IRWD shall also bear all costs and expenses of preparing any additional CEQA documentation that may be required pursuant to the Action. SECTION 5. Legal Counsel. The parties hereto recognize and acknowledge that the law firm of Bowie, Arneson, Wiles & Giannone has been retained by IRWD to provide the collective representation under this Agreement. The parties further acknowledge that under the rules of professional conduct of attorneys, counsel may not represent two or more parties whose interests conflict or are adverse or may become adverse, without the consent of each such party. Each of the parties hereto hereby expressly represents that it has made such investigation of potential conflicts of interest and sought such independent legal advice as it deems necessary in order to make an informed decision concerning any actual or potential adverse effects of joint representation of it by counsel retained by IRWD. Each of the parties hereto expressly consents to its representation by legal counsel designated by IRWD. In giving such consent, each of the parties acknowledges and understands that counsel retained by 5 IRWD to provide the collective defense may have represented, or may currently or in the future represent, IRWD or other parties with interests adverse to such consenting party's interests in other matters not involved in the Action. Each of the parties hereby further agrees and consents to the continued representation by said legal counsel designated by IRWD notwithstanding such party's withdrawal pursuant to Section 3 hereof, and hereby waives any right to disqualify said counsel from continuing to provide the collective defense for the remaining parties. This consent is conditioned upon IRWD's reasonable efforts to keep counsel designated by the signatory parties sufficiently informed to enable such counsel to advise their respective client signatory parties regarding the existence and scope of any conflicts of interest that may arise among signatory parties. SECTION 6. Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Each signing party has caused this Agreement to be executed on its behalf by its duly authorized officers and represents and warrants that the officers so executing have been duly authorized to enter into this Agreement on behalf of the party for whom they execute. This Agreement shall be effective as of the date when it has been signed by IRWD and any one or more of the other parties listed in the preamble hereof who have also executed the Sale Agreement unless execution of the Sale Agreement is precluded in the manner described in said preamble. 6 IN WITNESS WHEREOF, the parties have executed this Agreement. IRVINE RANCH WATER DISTRICT Pre dent Secretary APPROVED AS TO FORM: (SEAL) unsel for IRWD THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager By Secretary. APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN 7 IN WITNESS WHEREOF, the parties have executed this Agreement. IRVINE RANCH WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for IRWD THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By Ge eral anager By Secretary APPROVED AS TO FORM: (SEAL) Counsel for ROPOLITAN CITY OF HUNTINGTON BEACH By-7L QdZzen AkU-c�' May By. City Clerk APPROVED AS TO FORM: (SEAL) City Attorney CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney CITY OF NEWPORT BEACH B�.r.., Mayor By City Clerk APP VED AS TO FORM: (SEAL) City Attorney s MESA CONSOLIDATED WATER DISTRICT Byv�r2.0 President By Secretary APPROVED AS TO FORM:Bowip�A��Scvv,W;lt CZ�oia��onz�: (SEAL) Counsel for MESA LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) \` Counsel for LAGUNA 9 If to LAGUNA: Laguna Beach County Water District 306 Third Street P.O. Box 987 Laguna Beach, CA 92652 Attention: General Manager If to SOUTH COAST: South Coast Water District 31592 West Street South Laguna, CA 92677 Attention: General Manager If to TIC: The Irvine Company 550 Newport Center Drive Newport Beach, CA 92663 Attention: Chick W. Willette Any party may substitute a different address for its above-stated address by giving written notice to the other parties in the manner herein provided. f. Authorily. Each of the undersigned represents and warrants to the other parties hereto that they have the authority to bind the party on behalf of whom they sign. Each of the undersigned represents that it has all requisite authority to perform each of its obligations hereunder. g. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. All prior agreements, representations, negotiations and understandings of the parties are superseded and merged in this Agreement. This Agreement shall be amended only in writing executed by all parties. h. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any 19 1 person, other than the parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision. This Agreement and each condition and provision is intended to be for the sole and exclusive benefit of the parties and their respective successors and assigns, and for the benefit of no other person. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the day and year first written above. IRVINE RANCH WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for IRWD 20 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By Ctiyn Ma r By City Clerk APPROVED AS TO FORM: (SEAL) `p1 . City Attorney 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH B -7' May By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 21 • THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By M�ar By GCrLycce, City Clerk APPROVED AS TO FORM: (SEAL) City Attorney n 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By Mayo BY City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH BY 14t4x� May By City Clerk of APPROVED AS TO FORM: (SEAL) City Attorney 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH May By 4&C 1,a� t City Clerk --l-/w/ APPROVED AS TO FORM: (SEAL) City Attorney 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By Clirri MaydK By LC City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 21 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By Mayo By,��c City Clerk o� APPROVED AS TO FORM: (SEAL) City Attorney �q 21 CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney MESA CONSOLIDATED WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for MESA 22 LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOUTH COAST 23 THE IRVINE COMPANY By Chick W. Willette Senior Vice President By Peter Changala Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 54534 24 LIST OF EXHIBITS Exhibit "A" Description of Reservoir and easements (trust property) Recital A Exhibit "B" Depiction of Reservoir and easements (trust property) Recital A Exhibit "C" Form of Quitclaim Deed (Reservoir and Ingress/Egress Easements) [Section 3(a)(i) and (ii)j Exhibit "D" Form of Quitclaim Deed (Reservoir Inlet/Outlet and Easements) [Section 3(a)(iii)1 Exhibit "E" Form of Quitclaim Deed (TIC Boundary Correction) fSection 3 a iv 1 Exhibit "F" Form of Quitclaim Deed (City of Newport Beach) [Section 3(a)(iv)(2)1 Exhibit "G" Form of Assignment of Portion of Easement Rights (Domestic and Reclaimed Water Parallel Pipelines) [Section 3(a)(v)1 25 EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim.Deed MWD&MWD, as Trustee To Irvine Ranch Water District All rights, title, and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to The Metropolitan Water District of Southern California as Parcel 1,Parcel 2, and Parcel 3 by Grant Deed recorded July 03, L 1980 as Instrument No.4927 in Book 13656, page 12, and conveyed as Parcel 1,Parcel 2, 'Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 85- g3323204, and conveyed to The Metropolitan Water District of Southern California, a public corporation recorded August 28, 1985 as Instrument No. 85-323188 and conveyed to The Metropolitan Water District of Southern California, a public corporation, in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No.4928 in Book 13656, page 25 Instrument No. 4929 in Book 13656,.page 30 Instrument No. 4930 in Book 13656,page 35. Instrument No.4931 in Book. 13656,page 40 Instrument No_4932 in Book 13656,page 45 instrument No.4933 in Book 13656,page 50 Instrument No.4934 in Book 13656,page 55 Instrument No.4935 in Book 13656,page 60 and conveyed as Parcel 1, Parcel 2,Parcel 3,and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No.85-323205 Instrument No. 85-323206 Instrument No. 85-323207 M 41 D 4v re h c e Instrument No. 85-323208 instrument No. 85-323209 all 1e9a� Qegcr�or�ors/ Instrument No. 85-323210 Ske tzht s w i f h c le n _ Lop�'e5 Page 1 of 2 ETi9'd 0029 LTZ ETZ S1OU81NOO 1SNOO QMW WHbb:OT 00, 50 CGS EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 San Joaquin Reservoir Quitclaim Deed MWD&MWD, as Trustee To Irvine Ranch Water.District Instrument No. 85-323211 . Instrument No.85-323212 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION • Ems._... # Peter G. Wiseman P.L.S. 6241 IM2¢7 9 � 4F L�F Date S:%wwdshar;cWn\gjcgcA1,doc ScPTcmbcr 1,2OW .Page 2 of 2 ETi6'd 0029 _ZM ETZ Si0brdiN00 iSN00 QMW W16b17:0T 00. S0 COS EKHI Bar B. PAGE 10F 5 A PORTION OF BLOCK 97&98, 1RVINE'S SUBDIVISION M.R. 1/08, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT 1S TO BE ATTACHED TO LEGAL DESCRIPTION N A i7 .up NO SCALE 'S \,PND G. C.) �v p ' > z Z :0 1%.\ 0 Exp. 9 NO. 6241 . VICINITY MAP W. PREPARED UNDER r MYSUPERVISION THE METROPOLITAN WATER DISTRICT Ho scar OF SOUTHERN CALIFORNIA n SANJOAQUIN RESERVOIR QUITCLAIM DEED sa AAQui Peter G..Wiseman P.L.S e241 M.W.D. M.W.D.,TRUSTEE To USERVOIR ans IRVINEt RANCH WATER DISTRICT DATE 1004-25-1 /svnwl/oaqulnlrow/eMld/loaqulnl.dgn /w Be . ET/E'd 0029 LT2 ET2 SlOb8it,40O 1SN00 QMW Wti2b:OT 00, SO d3S EXHIBIT B PAGE 2 OF 5 THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION A PORTION OF BLOCK 97& 98 IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE STATE OF CALIFORNIA SAN JOAQUIN LEGEND RESERVOIR ouITCLAIM ® 1004-25.1 INST NO.86.323188 O.R.,REC.0828.7985 PARCEL 1 OF THE FOLLOWING., INST.NO.4N7 O.R. 73M011 ,REC.07.03.1880 INST.NO.4928 O.R. 13858/25,REC.07-03.1080 INST,NO.49290.R. 13658/30,REM 07-03.1980 INST.NO.4930 O.R. 13860138,AEC.07-03.1980 INST.NO.4931 O.R. 13858/40,REC.07-a1980 INST.NO.4932 O.R. 13858145,REC.07-03-1980 INST.NO.4933 O.R.13850150,REC.07-03.1980 INST.NO.4934 O.R. 13858155,REC..07.03.1980 INST.NO.a835 O.A. 18850180,REC,07-03-1980 INST,NO.85-323204 O.R.,AEC.08-28.7085 . INST NO.85-323205 O.A.,AEC.08-28-1985 INST.NO.85.323208 O.A.,REC,08-28-1985 INST.NO.86-323207 O.R.,REC.08-28.7905 INST.NO.SSM3208 O.R.,REC.08-28.7985 INST.NO.85223909 O.A.,AEC.08-28-1885 INST.NO.85-320210 O.R.,REC.08 28.1985 INST.NO.85.323211 O.A.,AEC.0"8.1985 O L A N O S� INST.NO.85.323212 O.R.,REC.08-28.7985 cva� �,Q` G• w�s� c� 70 Exp. 9 No. 6241 0 `\�OQ NO SCALE F CA PREPARED UNDER THE METROPOLITAN WATER DISTRICT MYSUPERVISION OF SOUTHERN CAUFORNIA SAN JOAOU/N RESERVOIR QUITCLAIM DEED Peter O. Wiseman P.L.S.8241 M.W.D.d�M.W.D.,TRUSTEE TO IRVINE RANCH WATER DISTRICT DATE loms-1 /avnw/joaquinlrow/evhib/1'o8quinl.dgn OA/01/00. BO PTib'A pvs;pq l T7 PT7 S I )HA I N()7 1 SIJ07 QMW W1320:01 00. 90 CGS EXHIBIT B PAGE 3 OF 6 A PORTION OF BLOCK91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE,STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION Q 011 Ica SEE PAGE 4 ,i: // . ,# / O N -V I S INST.,NO.85.323188 O.R.,REC 08-28-1885 NO SCALP PARCEL 3 OF THE FOLLOWING: / INST.NO.4927 O.R.13656/12 AEG 07-03-1880 INST.NO.4928 O.R.13656125;AEC 07-W 1980 / INST.NO.4929 OR.13858/30,REC.0743.1980 INST..NO.1930 O.R.13856/35;REC.07.03.1980 J / INST.NO.4931 O.R.13666140,REC 07.03.1980, INST.NO.4932 6.R.13656145,REC 07-03-1980 INST.NO.4933 O.R.13658/50,REC 07-03-1980 `♦ // INST.NO.4934 O.R.13656155,REC 07-03.1980 / INST.NO.405 O.R.13656/80,REC 07-M-1980 5 / INST.NO.85.323204 O.R.,REC.08-28-1985 INST.NO.85-323205 O.A.,REC 08-28-1985 INST.NO.85-323206 O.R. REC.08-28-1985 INST.NO.85.323207 O.A.,REC 08-26-105 a 9 `0 INST.NO.65-323208 O.R.;REC OB-28-1985 INST..NO.85-323209 O.R.,REC.08-28-1985 0 / 9 INST NO.95-323210 D.R.,REC 06-28-1905 INST.No.85.32321.1 O.R.,REC.OB-28.1985 / \ INST.NO.86323212 O.R.,AEG 08-29-7985 / SAN JOAQUIN RESERVOIR 1004-2S-1 LEGEND. E �}' QUITCLAIM 7.1.a 1004.23-30(PORTION) PREPARED UNDER �� P N D s�.p MY SUPERVISION � �,Q` G w/` F F THE METROPOUTAN WATER DISTRICT 2� o OF SOUTHERN CAUFORN/A 4 -7 Z = SAN JOAQUIN RESERVOIR 0. 6241 �� M QUITCLAIM a M.W/D.,TRUSTEE Peter G. Wiseman P.L_S 6241 . 70 F p� .c IN IRVINE RANCH WATER DISTRICT DATE 1004-23-30 Isvnwleocld2/rowle.,o�ib/qultc/aiml.dgn 09/01/00 BO PTzC',4 0029 2T2 ET2 SlObrel-MOD 1SN00 QMW WUE0.0T 00, 90 83S EXHIBIT B . PAGE 4 OF 5 A PORTION OF BLOCK 91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT/S TO BE ATTACHED TO LEGAL DESCRIPTION INST.NO.85-323188 O.R.,REC.08.28.1985 PARCEL'3 a 4 OF THE FOLLOWING:. Q Gam'" 1 INST.NO.65-323204 O.R.,REC.08-28-1985 INST.NO.85-323205 O.R.,REC..08-28-1985 9 INST.NO.85.323208 O.A.,REQ 08-28.1985 Gw INST.NO 85-323207 O.R.,REC.08,28.1985 Qp4' e�`1 INST.NO.85423209 O.R.,REC.08-28.198S INST.NO.8"23209 O.R,REa 0828-1985 INSL NO.85223270 0A REC.08,28.1985 O, INST.NO.86.923211 O.A.,REM 08-28-1985 INST.N0.85-323212 O.R.,AEC.06-28-1985 PARCEL 3 OF 7NE FOLLOWING: INST:NO.4927O.R. 13656/12,AEA 07-03-1090 INST.NO.4928 O.R. 73868126,REC.07.M-1980 INST.NO.4929 O.R. 73656130.REC.07-03-1980 f� INST.NO.4930 O.A. 13656135,REQ 07-03-1960 f INST.NO.4931 O.R. 13656140,AEC.07.03.7980 INST.NO.4932 O.R. 13866145,REC.07.03.1980 INST.NO.4933 O.R. 13656150,AEC.07-03-1980 INST.NO.4934 O.A. 13656155,REQ 07-03-1980 INST.NO.4935 O.A. 13656160,REC,07-03-1980 NO SCALE f• r •OJ ' ' G ;• ;GFi LEGEND ;�a Man," QUITCLAIM& ; 1004.23-30&31 % �G LAND SG9 PREPARED UNDER G. W/ �. MYSUPERVISION _`' 1�,� S'� F THE METROPOLITAN WATER DISTRICT OF.SOUTHERN CALIFORNIA CL Z SAN JOAQUIN RESERVOIR N P Q QUITCLAIM DEED �► No. 6241 M.W.D.&AMD.,TRUSTEE Peter G. Wiseman RL.S 6241 TO R. Q CAL\F� IRWNE RANCH WATER DISTRICT DATE 7004.23-30 A W /Sv 710ocfdr2lrowlsAiblquitclaiml.dgn. 09101100 BG E ti9'd lN00 1SW:) QMW WdEt"O T 00, SO cm� EXHIBIT B PAGE 5 OF 6 TRACT NO. 9858, M.M. 43611.7, C/7Y OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CAL/FORN/A THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION NO SCALE LOTS &. ) /g tD 0. a INST.NO.85323188 O.R,REC.08-28-1985 Z ` PARCEL 2 OF THE FOLLOWING: s 1 INST.NO.4927 O.R.13656112,AM 07-03-1980 INST.NO.4928 O.R. 13656125,AEC.07-03-1980 INST.NO.4929 O.R. 13656/30,AEC.07-03-7980 INST.NO.4930 O.R. 73656/35,AEC.07-03-7980 INST.NO.49310.R. 13656140,REC.07-03-1980 INST.NO.4932 O.R. 13666145,AEC 07-03.1980 \ INST.NO.4933 O.R. 13656150,REC.07-03-7980 `v] Is e INST.NO.4934 O.R. 13858155,AEC 07-03-1980 INST.NO.4935 O.R.13656180,AEC.07.03.1980 INST.NO.86323204 O.R.,AEC.08-28.798S INST.NO.85-923209 O.R.,REC.08-28-1985 .p �� INST.NO,85323206 O.R,REC.08 28-1885 _ INST.NO.85323207 O.A.REC.08 28-1995 INST:NO.O&S23208 O.R„REM 09-28.1985 INST.NO.8"23209 O.A.,REQ 08-28-1985 a INST.NO.85 523210 O.R.,AEC 08•28.1985 to INST.NO.85423211 O.R.REC 08-28-1986 INST.NO.8&323212 O.R.,REC 08,284985 LEGEND QUITCLAIM& 1004.24.7 �PNO S PREPARED UNDER ��, � G.MY SUPERVISION THE METROPOLITAN WATER DISTRICT E' C-) o OF SOUTHERN CALIFORNIA Z SAN JOAQUIN RESERVOIR Exp. Q QUITCLAIM DEED N6..6241 Q= M.W.D.6 M.W.D.,TRUSTEE PeterG. Wiseman .RLS.6241 '�j. TO OF. C A`\FO IRWNE RANCH WATER DISTRICT DATE 1004.24-7 /sv17N//oaquln/row/exh/b/%oaqufn5.dgn 09/01/00 Be ET/L'd 0029 LTZ ET2 SIOHNIWO 1SN0o am WHbb:OT 00. 90 83S RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED—Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED (Reservoir and Ingress/Egress Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended)("Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B"., which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon , capacity therein and rights to all native inflow to the Reservoir from the lands tributary to the Reservoir(collectively, the"San Joaquin Reservoir Property"). The San Joaquin Reservoir Property granted hereby is conveyed free of the trust established by that certain San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 ("Trust Agreement"), which trust has been revoked by the consent of all parties to said agreement. In accordance with and subject to the terms and conditions of the AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT, dated as of , including, but not limited to, the repurchase option set forth therein, Owner, as trustee under the terminated Trust Agreement, makes this conveyance by express direction of the settlors and beneficiaries of said revoked trust, for the purpose of distributing trust property. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary EXHIBIT C San Joaquin Reservoir The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary CITY OF HUNTINGTON BEACH By Mayor By City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir EXHIBIT-A . 1004-43 30' 1004-23-31 1004-24-7 1004-25-1 San Joaquin.Reservoir . .Quitclaim Deed. _.__..MWDA MWD,:as Trustee* To Irvine Ranch-Water District All rights, title, and interest!hand to.those certain.parcels of land'in the County of Orange, State of California:conveyed to The Metropolitan Water District of Southern California as Parcel,1,Parcel-2,and Parcel 3 by Grant Deed recorded July 03,. �21 1980 as Instrument No.4927 in.Book 13656, pave 12, and conveyed as Parcel 1,Parcel 2, -Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985 as Instrument No. 851M �323204, and conveyed to The Metropolitan Water District of Southern California -a public corporation recorded August 28,.1985 as instrument No. 85-323188 and conveyed to The Metropolitan Water District of Southern California,a public corporation,in trust as Parcel 1, Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No.4928 in Book 13656,page 25 Instrument No.4929 in.Book 13656,.page 330 Instrument No.4930 is Book 13656,page.35 Instrument No.4931-in Book 13656,page 40 Instrument No.4932.hi Book 13656,page 45 .Instrument No.4933 in Book 13656,page 50 Instrument No.4934 in'Book 13656,page 55 Insaument.No.4935 in Book 13656.page 60 and conveyed as Parcel 1, Parcel 2,' Parcel 3;and Parcel 4 by Grant Deeds recorded August 28, 1995 as: Instrument No.85-323205 Instrument No. 85-323206 Instrument No. 85-323207 Instrument No.85-323208 Instrument No. 85-323209 Instrument No.-85-323210 Page 1 of 2 ` .. EXHIBIT A 1004-23-30 1004-23-31 1004.24-7 1004►25-1 San Joaquin Reservoir Quitclaim Deed --- _ - MWD&MWD, as Trustee :.. To Irvine Ranch Water District Instrument No. 85-323211 .. Instrument No. 85-323212 all of Official Records in the Office of the County Recorder of said County. All as shown on EXHIBIT B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION 9 Peter G. Wiseman P.L.S. 6241 Ift$241 Date 5:lw0rdsharl Cw1)bjCQCA I Am Scp cmW I,2060 . .Page 2 of-2 F.XHIBIT B. PAGE 1.OF5 . A PORTION OF BLOCK 97 8 98, IRVINE'S SUBDIVISION M.R. 1/SS, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE•ATTACHED TO LEGAL DESCRIPTION / N. NO SCALE \• -Op/ - . / G. Ql/ _ C.) o p, . No..6241 ?�T VICINITY MAP i PREPARED UNDER MYSUPERVISION THE METROPOLITAN. WATER DISTRICT No NAta OF SOUTHERN CAUFORNIA SANJOAQU/N RESEMIN QUITCLAIM'DEED ►� 4 M.W.D.a M. TEE W.D., TRUS . t"aty.0AQU Peter G. Wiseman P.LS e241 ,ro Rf9ERVOIR ` ti118 IRVINE RANCH WATER DISTRICT DATE . 1004-25-1 /svnwlloequln%row/e lb/loa9ubN.dgn EXHIBIT B PAGE 2 OF S THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION . A PORTION OF BLOCK 97& 98 IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE STATE OF CALIFORNIA SAN'JOAQ UIN, LEGEND RESERVOIR QUITCLAIM 1004.2&1 INST NO.85,223188 O.R.,'REC 08,28-Im . PARCEL I Oe THE FOLLOWING, INST.NO.4927 O.R. 13888/12,AEC:07.09.1880 INST.NO.4926 O.A. MUMS;-REC.07-034M INST.NO..4029 O.R. 72856/80,AEC 07-03.1980 INST.NO.4930 O.R. 73056135,AEC.07-M1980 INST.NO.4931 O.R. 10658/40;REC.07-0 7980 INST.NO.4932 O.A. 73658/45,AEC.0743.1980 INST NO.4933 O.A. 13656/50,RFC 07-03.1980. INST.NO,4934 O.R. 13656155,AEC..07-03.1980 INST.NO.d938 O.R. 73656/60,REC 07-03.1980 INST NO.M-M3204 O.A.,REC.08,28.1986 . INST.NO.85-U3205 O.R.,NEC..06-28-1985 INST.NO.86423200 O.A.,REC 09.20-IM INST.NO.85.3232070.R.,REC 08.28-IM' INST.NO.SS-323208 O.A.,REC.08-28-105 INST.NO.05.323209 O.R.,AEC.0848-1986. INST.NO.8"23210 O.A.,REC.08-28.7985 INST.NO.85-323211 O.A.,NEC.0848 79M Q L,Ii N D S� INST NO.8"23212.0 A,REC 0828.1985 N EXP• .► No; 6241 OF - C A�� NO SCALE -PREPARED UNDER MYSUPERVIS/ON THE METROPOLITAN WATER DISTRICT OF SOUTHERN CAUFORNIA 84N JOAOWN RESERMIR QUITCLAIM DEED Pe[�r 0.MOM P.LS:8241 . M.W.D.&M.W.D„•TRUSTEE TO. IFMNE RANCH WAWA DISTRICT DATE 1004.2&1 /svnw/Joaqu/n/row/e;dllb/Joequlnl.dgn 09/07/00. B0. EXHIBIT B PAGE 3*OF 5 A PORTION OF BLOCK91 & 98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION 10 SEE PAGE 4 ��1• /// ' O N •��,.. , /� I S INST.NO.85,323188 O.R.REQ 08-28-190 PARCEL 3 OFTHE 100UOW/NGt NO SCALP / INST.NO.4927 O.R.73656/12,REG 07-03-1900 INST NO.4928 O.R.736504 AEO.07-03-1880 / INST.NO.4929 OR'13858130,REQ 07.03-IM / INST..NO.'4930 O.R.13858/34 REQ 07.03.1980 \ J / MT.NO.4931 OA 15666140,REQ 07.09.1980. INST.NO.4932 O.R.'IMS6/45,REQ 07-MI980 INST.NO.4933 O.R.138W150,REQ 07-03.1980 INST.NO.4934 O.R_13658/55,REQ•07-03.1900 INST.NO.49M 0,4.13656/80,REQ 07.03.7980 \. C3 / INST.NO.85- U3204 O.R.,REQ 08.28-1883 \ oj♦ / INST.NO.85-323205 O.A.,AEC.08-26-lM INST.NO.85-323206'O.&REQ 08,28-1985 J INST.NO.'85-323207O.A.,REQ 08-28-1985 c1 9ry '/\0 INST.NO.85.4ZM9 O.R.;REC.08-28-1985 AST..NO.O&M3209.O.R..REC.06-20-1985 INST.NO.654=70 O.R.REQ MO-1985 MT NO.85.323211 OR,REG 09.28-IM \ INST.NO.89-323272 O.R:,REQ 08.26-7985. / \ / SAN JOAQUIN RESERVOIR . 100426-1 - LEGEND. • >:}'•• QUITCLAIM 1004-23-30(PORTION) PREPARED UNDER t� NO.. sv.Q MY SUPERVISION �`' �,Q` G .w�S'F F THE METROPOLITAN WATER DISTRICT v o OF SOUTHERN CALIFORNIA SAN JOAQUIN RESERVOIR No. 41 .� QUITCLAIM DEED 0 GZ M.W.D.8 M.W.D.,TRUSTEE Peter G. Wiseman P.LS 6241TO Q F OF C A �FO IRV/NE RANCH WATER DISTRICT DAZE 1004-26-30 /svnw/eoelfalr2/row/ezh�b/qul[�clafm7.dgn -09101100.BG EXHI BI T B . PAGE 4 OF 5 A PORTION OF BLOCK 97 &So, IRVINE1 SUBDIVISION M.R. 1188, COUNTY OF ORANGE, STATE•OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION INST.NO.85.323188 OA.,REM W-28-19M PARCELI A 4 OF THE FOLLOWING:. Q•a '�e,1 INST.NO.85-323204OJL REM 09-28-19M INST:NO 8"23205 O.R.,REC..00-28-1985 INST-NO.8&423208.OA.,REC.08,29-79& INST.N0.85.323207 O.A...REC;08=28.1885 — -- - �Q INST N0:8532320B ;R�E08.28.7985. Q INST.NO.85-323209 OR,REr..08-28-1886 INST.NO.•85-3=10 O.A.REM 0"8.1986 INST.NO.86-923271 O.R.,REM 08-28-1985 IMT.NO.85.323212 O.R.,AEM 06-0-1985 PARCEL 3�OF THE FOLLOWING: INST.NO 4927O.A. 13656112,REC.07-03-1880 INST NO:4928 O R.13666/25;REM 07.03.1980 INST.NO.4929 O.R.WNW,REC.07-03-1980 INST.NO.4930 O.A.186560,REM 07-M-1080 INST.NO.4931 OA.13658140,Am 07.03.1980 INST.NO.4932 OA 13666145,'REM 076M1980 INST.NO.4933 O.R.73656159,AEC,07-03-1980 INST.NO 4934 OA 136561A REM 07-03-1990 INST.NO.4935 O.A.13656160,REM 07-03-100 NO SCALEow f r f LEGEND QUITCLAIM$ 1004 23-30&31 r ~= PREPARED UNDER LAND SG9 MY SUPERVISION _`' �,� G..W�s� THE METROPOLITAN WATER DISTRICT k► -� OF.SOUTHERN CALIFORNIA ci y O CL Z SAN JOAQUIN RESERIICIR .. �.•6241 �� I QUITCLAIMw Ir� TR-DEED'. E M . Peter G. Wiseman P.L.S 6241TO " F pF C AN,L�F� IRME RANCH-WATER DISTRICT DATE "7004.23-30 a$1• lsvnwleocfd2/rowlwihibl4ultclaiml.dgn 09101100 BO EXHIBIT B PAGEb Ot=6 TRACT NO. 9858, M.M. 436/1.7, CRY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION . 1 � NO'.SCALE 1 LOTS .Tt * .I lop INST.NO.U-M188 O.R,AEC,0&28-7885 PARCEL 2 OF THE FOLLOWING: i WST.NO..4927OA 73656/12.REC,07-03-ION INST.NO.4928 O.R.73656/W,REC.07-03-1980 INST.NO.4929 O.R.73656130,AEC.07-03-7980' INST.NO,4WO O:R 73656/34 REM 07-03-7980 ' INST.NO.4937.O.R. 13656N0,REC.07-03-7980 '1 INST.NO.4932 O.R.13666145,REM 07-03.1960 INST.NO.4933 OA.136561A REC.07-03-IM Is �` s INST.NO.4934 OA 136661A REC.07-03-79M .� INSL NO.4935 O.R.13656160,REC.07-03-1980 INST.NO.86.323204 O.R.,AEC.0"A49W A 70 WST..NO.85,423206.O R.,AEC 08-29.7985 INST.NO.85-323206 OA,REC.08-20-1985 INST.NO. INST.NO.8532�7 O.R..AEG 08 28-IM IN3T.No.85423209 OX REG 08-20-19M �) INST.No.853232io O.A..REG o628.1gm • � M 1 , �; WST.NO.WRM110.R,REG 08,28-79M IMT.-Na 85323212 OA.REG Od,2949W LEGEND KHQUITCLAIM do 1.004.24-7 p►ND S . PREPARED UNDER �`��9 /�,�'9� THE METROPOLITAN WATER DISTRICT MYSUPERVISION � ��' � -F��< OF SOUTHERN CALJFORNIA Z SANJOAQIAN RESERVOIR Q QUITCLAIM DEED �► N..o.. Pe1erG. 6241� Q= M W.D.A M.W.D.,TRUSTEE Wiseman .P.LS.6241 � '�j� . . �p TO O.F. C A. IRWNE RANCH WATER DISTRICT DATE 1004,Z�-T /svnwl/oaquinliowlwthlb/%oaqulnS.dgn 09101100 BG [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 4 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS my hand.and official seal. Signature (SEAL) STATE OF CALIFORNIA ) } ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory*evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 5 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known tome(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 6 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument: WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 64678 7 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED—Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED (San Joaquin Reservoir Inlet/Outlet and Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended) ("Owner') hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B,"which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon and capacity therein. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary EXHIBIT D San Joaquin Reservoir EXHIBIT A 1004-23-1 (PTN-). East Orange County Feeder No.2 Quitclaim Deed. The Metropolitan Water District of Southern California To _ Irvine Ranch Water District All rights, title,and interest in and to those certain parcels of land in the County of Orange, State of California conveyed to the Irvine Ranch Water District as Parcel "E',Parcel "F', and Parcel"G"by Easement.Deed recorded December 26, 1963 in Book 6860,page 91 and assigned.to The Metropolitan Water District of Southern California by Assignment recorded June 25, 1964 in Book 7103,page 2.19,both of Official Records,in the Office of the County Recorder of said County All as shown on EXHIBIT B.artached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION �1M C6 � s Peter G. Wiseman P.L.S. 6241 Na6241 9 Date L�F SAw9rdshx\PctB°"\$1r'9@A2.doc: September 1,2000 . .Page 1 of I. ET/ET'd 0029 LT2 ETZ SlOtd1NOO 1SN03 QMW Wd9b:OT 00, 90 d3S EXHIBIT B PAGE 1 OF 1 A PORTION OF BLOCK 91, 97&98, IRVINE'S SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CAUFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION ti% • 0�' ' i 0 N. PARCEL E CONVEYED aY / O.R.6860/91 O REC 12/26/89 / ASSIGNED BY 0 / N O.A.71031279 / REC 06/25/64 / PARCEL G / . CONVEYED BY / O.R.6860/97 ch // REC. 72/26/63 ASSIGNED 8Y / O.R. 77031219 NO SCALE AEC.06125164 � 0 � 46. / PARCEL F / CONVEYED BY O.R.6860191 SAN JOAQUIN RESERVOIR / REC. 12/26/63 / ASSIGNED BY O.R.7103/219 REC 08/25/64 LEGEND QUITCLAIM . 4 1004-23-1(PORTION) PREPARED UNDER MY SUPERVISION �� Q` w�S�. THE METROPOLITAN WATER DISTRICT v < OF SOUTHERN CALIFORN14 O EAST ORANGE COUNTY FEEDER NO.2 Exp. ri N Q QUITCLAIM DEED �► No. 6241 . M.W.D. Peter G. Wiseman . RLS 6241TO 9� Q OF. C P�-\FO IRVINE RANCH WATER DISTRICT OATS 1004.23-1(PORTION) Isvrrw/eoeld2lrow/eahib/4ultela/m1.d9n 09/01/00 BG ET2T'd 0029 LT2 ET2 SlObdING0 1SM00 QMW WdSb:0T 00. S0 d3S [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS.my hand and official seal. Signature (SEAL) 3 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED --Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED (TIC- Boundary Correction) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE IRVINE COMPANY, a Delaware corporation ("Owner'), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B", which exhibits are attached hereto and incorporated herein by this reference. together with all improvements thereon. DATED: Owner THE IRVINE COMPANY By President By Secretary EXHIBIT E San Joaquin Reservoir EXHIBIT "A" LEGAL DESCRIPTION That portion of Block 98 of the Irvine's Subdivision, in the County of Orange, State of California, as per map recorded in Book 1, Page 88, of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows:. Beginning at the westerly terminus of that certain course in the northerly boundary of Parcel 1 as described in that certain Grant Deed from the Irvine Company, a Michigan Corporation to Irvine Ranch Water District, a California Water District, recorded on August 28, 1985 as Instrument Number 85-323203 of Official Records in the office of said Recorder, said certain course being described as having a bearing and length of North 820 08' 29" East 197.66 feet; thence continuing along said boundary, South 9° 41' 13" East 171.94 feet; thence South 80° 18' 47" West 120.00 feet; thence North 91 41' 13" West 175.77 feet; thence leaving said boundary, North 82' 08' 29" East 120.06 feet to the point of beginning:. �o4RpfESSlppgl P. HEjF w m Exp. �3 0 sj CIVIV a%Q' ATE OF CA a- F:\\mmp\word\eng\bk\L 11-I Exhibit_A.doc v 5 4 06 41 %%kcl N[Y. WRY. PGL./A0vV.I V6s3,z Z"0.R.,) G �2yAo o�Q� [[ATTACH IRWD STANDARD FORM OF ACCEPTANCEII 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(i)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS,my hand and official seal. Signature (SEAL) 70197 3 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: .Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorders Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED—Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED" (City of Newport Beach) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF NEWPORT BEACH, a municipal corporation ("Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), all right title and interest conveyed to Owner by Instrument recorded in the Official Records of Orange County in Book 7161, page 116, on August 3, 1964, and by Instrument recorded in the Official Records of Orange County as Instrument No. 84- 107305, on March 14, 1984 and unrecorded instrument referenced therein, dated December 23, 1981. DATED: Owner CITY OF NEWPORT BEACH By Mayor By City Clerk EXHIBIT F San Joaquin Reservoir [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 70188 3 San Joaquin Reservoir RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED--Essential to acquisition by Irvine Ranch Water District(Government Code§6103) ASSIGNMENT OF PORTION OF EASEMENT RIGHTS (Domestic and Reclaimed Water Parallel Pipelines) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended)("Owner"), hereby assigns to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code ("Grantee"), the right to install, operate and maintain pipelines within Parcel"C"and Parcel"D"of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to Owner by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964, excepting therefrom, that portion thereof lying northeasterly of the southwesterly line of Culver Drive, as described in easement deed to the County of Orange, recorded on October 28, 1964, in Book 7278, Page 688, in said Official Records (the"Easement"). The right assigned hereby shall be subject to all of the terms and conditions of such conveyances. Grantee shall obtain Owner's approval prior to installation of any pipelines within the Easement; provided, it is agreed that such approval has been obtained or waived with respect to pipelines previously installed by Grantee within the Easement. Grantee shall be required to comply with minimum separation as may be required by law or regulation between reclaimed water pipelines installed by Grantee and Owner's domestic water pipeline within the Easement DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary EXHIBIT G San Joaquin Reservoir s • [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 2 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 70193 3 San Joaquin Reservoir ATTACHMENT #2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: IRVINE RANCH WATER DISTRICT 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, California 92619-7000 Attention: Leslie A. Bonkowski, Secretary MAIL TAX STATEMENTS TO ADDRESS ABOVE (Space Above For Recorder's Use) DOCUMENTARY TRANSFER TAX$ None-Tax Exempt Computed on full value of property conveyed: Computed on full value less the value of liens or encumbrances thereon remaining at time of sale FREE RECORDING REQUESTED--Essential to acquisition by Irvine Ranch Water District(Government Code§6103) QUITCLAIM DEED (Reservoir and Ingress/Egress Easements) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing pursuant to the Metropolitan Water District Act(Stats. 1969, Ch. 209, as amended)("Owner"), hereby remises, releases and forever quitclaims to IRVINE RANCH WATER DISTRICT, a California water district organized under Division 13 of the California Water Code("Grantee"), all right title and interest in That certain real property described in Exhibit"A"and depicted on Exhibit"B", which exhibits are attached hereto and incorporated herein by this.reference. together with all improvements thereon , capacity therein and rights to all native inflow to the Reservoir from the lands tributary to the Reservoir(collectively, the"San Joaquin Reservoir Property"). The San Joaquin Reservoir Property granted hereby is conveyed free of the trust established by that certain San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 ("Trust Agreement"), which trust has been revoked by the consent of all parties to said agreement. In accordance with and subject to the terms and conditions of the AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT, dated as of , including, but not limited to, the repurchase option set forth therein, Owner, as trustee under the terminated Trust Agreement, makes this conveyance by express direction of the settlors and beneficiaries of said revoked trust, for the purpose of distributing trust property. DATED: Owner THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary San Joaquin Reservoir • • The following parties, being the beneficial owners, in their respective percentage undivided shares, of the San Joaquin Reservoir Property, hereby acknowledge and confirm the above quitclaim by the Owner, and upon recordation hereof release the Owner from any further obligation under the Trust Agreement or the trust thereby created: IRVINE RANCH WATER DISTRICT By President By Secretary THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary CITY OF HUNTINGTON BEACH ' ey i� 'f7. � 'IE� ��!G-rn By, DePuly Attorney BY4M May By e'��u.G. City Clerk CITY OF NEWPORT BEACH By Mayor By City Clerk 2 San Joaquin Reservoir MESA CONSOLIDATED WATER DISTRICT By President By Secretary LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary SOUTH COAST WATER DISTRICT By President By Secretary THE IRVINE COMPANY By President By Secretary 3 San Joaquin Reservoir [[ATTACH IRWD STANDARD FORM OF ACCEPTANCE]] 4 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On &Ai 16's X04P before me, personal) appeared G personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s).i5/are subscribed to the within instrument and acknowledged to me that be sAe/they executed the same in J W.Oer/their authorized capacity(ies), and that by his/hef/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Conn,CHRIS CLEARY dons Nalary hM-moo ft *WW Cower AAyCamn.8iulonit M STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed.the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. .WITNESS my hand and official seal. Signature (SEAL) 5 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 6 San Joaquin Reservoir STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF.ORANGE ) On before me, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. WITNESS my hand and official seal. Signature (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 64678 7 San Joaquin Reservoir EXHIBIT-A . 1004-23-30 1004-23-31 1004-24-.7 1004-25-1 San Joaquin Reservoir . Quitclaim Deed. MWDA MWD- as Trustee' To Irvine Ranch-Water District All rights,title,and interest in and-to those-certain.parcels of land'in the County of Orange, State of California,conveyed to The Metropolitan Water District of Southern California as Parcel.1,Parcel:2, and Parcel 3 by Grant Deed recorded July 03,. wwAA �-L� 1980 as Instrument No.4927 in.Book 13656,page 12, and conveyed as Parcel: 1,Parcel 2, Parcel 3, and Parcel 4 by Grant Deed recorded August 28, 1985*as Instrument.No. 85- q3 323204, and conveyed to The Metropolitan Water District of Southern California,-a - . public corporation recorded August 28,.1985 as Instrument No. 85-323188-and conveyed to The Metropolitan Water District of Southern California, a public corporation,in trust as Parcel 1,.Parcel 2, and Parcel 3 by Grant Deeds recorded July 03, 1980 as: Instrument No.4928 in Book 13656,page 25 Instrument No.4929 in Book 13656,.page'30 Instrument No.4930 in Book 11656.pa-ge.35 Instrument No.4931-in Book 13656,page 40 rum 2.Instrument No.493in Book 13656,page 45 Instrument No.4933 in Book 13656,page 50 Instrument No.4934 in'Book 13656,page 55 Instrument No.4935 in Book 13656,page 60 and conveyed as Parcel 1,Parcel 2;Parcel 3.,and Parcel 4 by Grant Deeds recorded August 28, 1985 as: Instrument No.85-323205 Instrument No. 85-323206 Instrument No. 85-323207 instrument No..85-323208 Instrument No..85-323209 Instrument No.85-323210 Page 1 of 2 • PST.irl• / - - '1'f/'f�1' r•T1 /•T•+ r-.r ti w 1 r r rww 1 r rww ..�r r.r>_i-r,� wry. ww .�.'. EXHIBIT A 1004-23-30 1004-23-31 1004-24-7 1004-25-1 Sari Joaquin Reservoir Quitclaim Deed MWD&MWD. as Trustee To Irvine Ranch Water District- Instrument No. 85-323211 .. Instrument No. 85-323212 all of Official Records in the Office of the County Recorder of said County. All as shown on EXAIBrr B attached hereto and made a part hereof. END OF DESCRIPTION PREPARED UNDER MY SUPERVISION Peter G.Wiseman P.L.S. 6241 MM8241 � 9 Date 3.%wor&hnApaVh%%jcgcAI At= Sepiembcf 1.2000 . .Page 2 of-2 EXHI BI.T B. PAGE I.OF 5 A PORTION OF BLOCK 87 8 98, IRVINET SUBDIVISION M.R. 1/88, COUNTY OF ORANGE, STATE OF CAUFORN/A THIS EXHIBIT IS TO BEATTACHED TO LEGAL DESCRIPTION vt NO SCALE 1or O G. C.) � y o N Exp' 4 No...15241 . Op VICINITY MAP PREPARED UNDER MYSUPERVISION` . 'THE METROPOLITAN. WATER.DISTRICT NO SCAtB OF SOUTHERN CAUFORN/A BANJOAQUIN RESERVOIR QUITCLAIM DEED a 9"Jua i PeleiG. Wiseman P.LS U41 M.W.D.s M.W.D.,TRUSTEE R69ERVOtR _ . . . � • a►re IRV/NE:RANCH WATER DISTRICT DATE . 10D4,26-! /sv losquln%row/exh/b/loequlhl.dpn EXHIBIT B PAGE 2 OF 5 THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION . - A PORTION OF-BLOCK 97 8 98 IRVINE'S SUBDIVISION M.R. 7/88, COUNTY OF ORANGE STATE OF CALIFORNIA SAN JOAQUIN LEGEND RESERVOIR QUITCLAIM ® 1004-2&'l 11W.NO.85 168 OA.,,AEQ 08-28-705 . eAACEL I OF THE MAOiyI,N�+� INST.NO.4927 O.R. 1388611A REC:0748.1980 INST.NO.4928 O.R. 136M/25;AEC.07.*-1960 INST.NO:_4929 O.R, 13656/30,REa 07-0a1880 INST,140.4030 O.R. 13080135,AEC.07-03.1m INST,N0.4931 O.R. 10856/40,.Am 07.01980 INST.NO.4832 O.R. 138WI48,AEC.07-03.1680 INST.NO.4933 O.A.13656/50,AEC.07-03-190'0 INST.NO.404 O.R. 13666155,AEC..07-03.1980 MOST NO,405 O.R. 13660/60,REQ 07-03.1880 INST NO;85-320204 O,A.,AEC,08,28.19M . INST,NO,85-323205 O.A.,REC.06-28-1885 INST.NO.MOM O.A.,REC,0 28.1888 INST.NO.66.328207O.A„REC,08.26.1966* INST.NO.88+323208 O.A.,AEC.08 28-1888 INST.NO.85-323209 O.A.,AEO,0"8-1905 INST.NO,85-323910 O.R.,AEC.08-28.7985 INST.NO.85.423217 O.A.,AEC,.08-28.1986 `P N D s, INST NO 8"23212 O.A„AEC.08,28.7M.. WeEXp' No: 6241 F OF C A`�FO NO SCALE PREPARED UNDER MYSUPERWS/ON THE. METROPOLITAN WATER DISTRICT OF SOUTHERN''CALIFORNIA 3AN JOAOUIN RESERVOIR QUITCLAIM DEED . Pe�iO, Wlssman P.LS;8241 M.W.D.B M.W.D.,TRUSIEE TO IRNNE RANCH WATER DISTRICT DATE 1004,28.1 lsmw//oequinlrowle.v�ub&aqulnl.dgn 09/01/00. B0. EXHIBIT B PAGE 10F 5 A PORTION OF BLOCK 91 &98, IRVINE'S SUBDIVISION M.R. UP, COUNTY OF ORANGE,STATE OF CALIFORNIA THIS EXHIBIT 1S TO BE ATTACHED TO LEGAL DESCRIPTION • 'J SEE PAGE 4 ;= / p N S INST.NO.85.323188 O.R.AEG"08-?.8-1885 NO SCALE v // I PARCEL.?OF.THE#0U0WM. \ / INST.NO.4927 O.R.13656/12.AEG 07-03-INN / INST.NO.4928 O.R.13656/25,AEM 07-03-1980 / INST.NO.4929 O.R.'13850=,AEG 07-OXIDSO INST.NO.4930 O.R.1365SM-RM.07-MISSO J / HOT.NO.4931 OA 13656140,AM 07.03.1980. INST.NO.4932 O.R.13656/45,REQ 07.03-1980 INST.NO.4933 O.R.13658/S0,AEG 07-03-1980 INST.NO.49U OA 1365014 REM•07.00.1980 / INST.NO.49M 0,It.13B50/80,AEC:07.037980 �. C2 / INST.NO.85-323204 O.R,REQ 06-28-1996 4b / INST.NO.8"23205 O.A.,REM 08-28-1985 9% I&W.NO.85.423206'O.&AM(WB 28-1985 MST.NO,85323207 O.R..REQ 08-28-1965 9ti > 0 INST.NO.85-323206 O.R.,AEG.00-28.190 1 / �. IN E NO.85-323209.O.R..REC.08,28-1885 0v/ 4b MST NO.85.423210 O.R.REM 08 O-1905 Nb 86T.NO.85.3232110A,REG 08.28.1985 / INST.NO.86.323272 O.R.;AM 08-26-1985 / SANJOAQUIN RESERVOIR 1004-26-1 - 'LEGEND. ,• }•}*'��•;;• QUITCLAIM • 1�.l.� 1004-230(PORTION) PREPARED UNDER t`,Q �,p►N0 s�9 MY SUPERVISION a tvQ` .G . F F THE'METROPOLITAN WATER DISTRICT C.) ?� o OF SOUTHERN CAUFORNIA a -7 Z 7D SAN JOAQUIN RESERVOIR NO. 6241 �� OWTCLAIM DEED _ M.WM&M.W.O.,TRUSTEE Peter G. Wlsemen' P.L_S 6241TO y�F OQ IRWIVE RANCH WATER DISTRICT DATE : . 7004.23r40 IIvnw/eocM2/rowleAiblqufthiml.dgn -09101100 .BD EXHI BIT B . PAGE 4 OF 5 A PORTION OF PLOCK 97 8 98,IRVINE'S SUBDIVISION M.R. 1188, COUNTY OF ORANGE,STATEOF CALIFORNIA THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION INST.NO.85-2231M O.R.,REM 09-29-19M PARCEL-3 3 4 OF THE FOLLOWINIX, INST.NO.6"23204,0JL'REC.MO-19M Q4¢-,fir INST NO.85a232050.R..REa.O&20-19M ,V' .• INST.NO.85.323208.O.R.,REM 4&28-T995 - �)►�,0 ANSI.NO 85 23207 OA.,.REC_0&28.7885 INST-NO.85;32320EiT.R;REq"08.28.1985. INST.NO.85-323209 O.R,REM 0"8-lm INST,NO'W023210 O.R.,REM W48.1983 INST.NO.86-923211 O.R.,REM 08-28-7985 INST.NO.W-323212 CA.,AM 08,28-1985 j PARCEL 3 OF RX FOLLOWING: Y� INST.NO.49270.R.73656112,RM 07473-1880 INST.NO.-4928 O.R.73658,28,REM 07.OA-100 INST.NO.4929.D.R.736 00,REM 07-03-1980 INST.NO.4930 O.R.786560,AEC 07-00-19W INST.NO.4931 OA.13656140,REC:-07.03.1980 INST.NO.4932 0:R.-13666145,REM 07-03.1980 INST.NO.4933 O.R.73656150,REM 07-03-1980 INST.NO.4934 O.A.73656155,REM 07-03-1980 INST.NO.4935 D.A.7365616M REM 07-03-7880 f � . f •Q` f' NO SCALE Gp LEGEND QUITCLAIM$ ;�f ;• fGQ� 1004.23-30&31 r PREPARED UNDER MY-SUPERVISION Z`' �,� G " `rF F THE METROPOLITAN WATER DISTRICT <v OF.SOUTHERN CALIFORNIA y0 7- SAN JOAQUIN RESERMIR N aP' QUITCLAIM DEED �► No.'6241 _ M.W.D.6'•M.W;Dy TRUSTEE S Peter G.W/seman P.L 8241 y), OQ. TO F' 0p -CAL\F IRWNE RANCH WATER DISTRICT DATE 1004.23-30 8 21'. . lsvr wleocfdr2lrowleAlbl4uhciafml.dgn. 09/07/00 BG EXHIBIT B ' PAGE b OF 6 TRACT NO. 9858, M.M.43611.7, CI7Y OF NEWPORT BEACK COUNTY OF ORANGE, STATE OF CALIFORNIA , THIS EXHIBIT IS TO BE ATTACHED TO LEGAL DESCRIPTION ' ^ mow . 1 , XNO .SCACE 78 1 1 AR 1 1 LOTS � � •I INST.NO.85,423188 0At,AEC,0&28-1995 PARCEL 2 OF THE FOLLOWING: + INST NO..4927 O.R. 13666112,REC.07-03-1980 INST.NO.4028 O.A.73656M.REC 07.03-1980 INST.NO.4929 O.R. 13656130,AEQ 07-03-7980' m INST.NO.49M 0A 1,7856135,REC.07-03-7980 INST.NO.4931 O.R. WOW,REC,07-03-7980 g '1 INST.NO.4932 O.A.13M6/43.REC'.07-03.1980 \ INST.NO.4933 O.A..-13656150,REC.07.03-7980 INST.NO.4934 O.R. 138601M REC:07-03-1980 INST.NO.4935 0.1L.13656100,AEC.07-03.1 d1e0 INST.NO.86-323204 O.R.,.REC.08.28.7985 "r INST.NO.85-323206.0A,REM 08.28.7985 G INST.NO.85-223206 O.R.,REC:0848-1985 INST.NO:85.323207 O.R..REC.08-20-1985 INST.NO.85023208 O.R..REM 09-29-19M INST.NO.85S23209 O.A..REO.08-28-IM INST.NO.85-323270 O.R..REM 08 20-79W INST.NO.854=11 O.R..REM 06-28-70M INST'NO.85,323212 O.R„REM 08,2e-1986 LEGEND F&HQUITCLAIM do 1004.24.7 p►N p S . PREPARED UNDER THE METROPOLITAN WATER DISTRICT MYSUPERVISIOAI �< OF SOUTHERN CALIFORNIA 4 -7 0 Z SAN JOAQU/N:RESERVOIR Q QUITCLAIM DEED �► No:.6241 ,Z M.W.D.6 M.W.D,TRUSTEE Peter G. Wlsemm RLS.6241 TO Op. C pL�FO IRWNE RANCH WATER DISTRICT DATE 1004,24-7 lsimw/1oa4u/17/row/exhiblloagtdn5.dgn 09/01/00 Be ATTACHMENT #3 r. • • COLLECTIVE DEFENSE AGREEMENT This Collective Defense Agreement ("Agreement") is made and entered into as of this day of , 2001, by and among the IRVINE RANCH WATER DISTRICT, a California water district formed and existing pursuant to the California Water District Law ("IRWD"), and any of the following listed parties who have executed both this Agreement and that certain agreement entitled "AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT' in substantially the form attached hereto as Exhibit "A" ("Sale Agreement"), unless the execution of the. Sale Agreement has been enjoined or stayed by a court of appropriate jurisdiction and such injunction or stay remains in effect (collectively, "Sellers"): THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized, existing and operating pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); • LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC" herein), a Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); RECITALS: A. IRWD and the Sellers, as owners of interests in the San Joaquin Reservoir ("Reservoir"), have entered into, or have executed, subject to execution by any of the parties thereto which have not yet signed, the Sale Agreement, providing for the sale to IRWD by the Sellers of all of their respective undivided ownership and capacity interests and all of their rights, title and interest in and to the Reservoir. B. On December 18, 2000, IRWD approved the execution of the Sale Agreement, approved a project to convert the.Reservoir to a reclaimed water storage reservoir and adopted certain proceedings relating to such approvals under the California Environmental Quality Act (CEQA). C. On or about January 22, 2001, a petition for writ of mandate and complaint for declaratory and injunctive relief was filed in the Superior Court entitled DEFEND THE BAY, Petitioner and Plaintiff, v. IRVINE RANCH WATER DISTRICT et al., Respondents 2 • and Defendants, and MESA CONSOLIDATED WATER DISTRICT; METROPOLITAN WATER DISTRICT, CITY OF HUNTINGTON BEACH; LAGUNA BEACH COUNTY WATER DISTRICT; THE IRVINE COMPANY; SOUTH COAST WATER DISTRICT; CITY OF NEWPORT BEACH, et al., Real Parties in Interest, Case Number OCSC 01CCO1034 (the "Action"). The Action seeks review of the above-described approvals on the grounds of noncompliance with CEQA. D. The parties signatory to this Agreement acknowledge that they have a common interest in completing the transaction for the sale of the Reservoir and a common interest in defending the Action. The.Sellers signatory to this Agreement have a common interest in avoiding or minimizing the expense of defending the Action. The signatory parties are not aware of a basis for a conflict of interest in participating in a collective defense of the Action. E. The parties signatory to the Agreement have considered their potential individual exposure, defense costs and other matters and have concluded that it is in their individual best interests to enter into this Agreement for the collective defense of the Action. NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants hereinafter set forth, DO AGREE AS FOLLOWS: 3 • • SECTION 1. Additional Parties. The parties hereto agree that any entity listed as a prospective Seller above, who has not signed this Agreement, may become a party hereto by executing this Agreement and, unless precluded as described in the preamble to this Agreement, by executing the Sale Agreement. SECTION 2. Confidentiality. Each of the parties hereto agrees to maintain in strict confidence any nonpublic information, including, but not limited to, any information related to this Agreement and protected by the work product or attorney- client privileges, it receives in any form relating to the subject matter of this Agreement or the Action. Each of the parties desires to maintain all information distributed to and among the parties and the parties and counsel as confidential and protected by the attorney-client and official information privileges. SECTION 3. Defense. IRWD agrees to defend each party who has become a "Seller" in the manner described hereinabove, in the Action, including any appeal thereof or any related actions filed with respect to additional CEQA proceedings taken by IRWD if the same are ordered in the Action. IRWD shall have the right to determine the theories on which it will provide the defense of the Action, to pursue or not pursue any substantive or procedural matter in the Action, including any appeal thereof or any related actions filed with respect to additional CEQA proceedings taken by IRWD that may be ordered in the Action, and to approve or not approve any settlement of the Action. The foregoing notwithstanding, any party shall have the right to withdraw from 4 • • this Agreement, at any time and for any reason, and, in that event, the withdrawing party shall no longer be included in the collective defense. SECTION 4. Costs and Expenses. All costs and expenses related to this defense, including the expense of satisfying or complying with any relief ordered against Sellers in the Action, and any attorneys' fees incurred by IRWD in the legal representation of Sellers pursuant to this Agreement, shall be paid by IRWD. IRWD shall also bear all costs and expenses of preparing any additional CEQA documentation that may be required pursuant to the Action. SECTION 5. Legal Counsel. The parties hereto recognize and acknowledge that the law firm of Bowie, Arneson, Wiles & Giannone has been retained by IRWD to provide the collective representation under this Agreement. The parties further acknowledge that under the rules of professional conduct of attorneys, counsel may not represent two or more parties whose interests conflict or are adverse or may become adverse, without the consent of each such party. Each of the parties.hereto hereby expressly represents that it has made such investigation of potential conflicts of interest and sought such independent legal advice as it deems necessary in order to make an informed decision concerning any actual or potential adverse effects of joint representation of it by counsel retained by IRWD. Each of the parties hereto expressly consents to its representation by legal counsel designated by IRWD. In giving such consent, each of the parties acknowledges and understands that counsel retained by 5 IRWD to provide the collective defense may have represented, or may currently or in the future represent, IRWD or other parties with interests adverse to such consenting party's interests in other matters not involved in the Action. Each of the parties hereby further agrees and consents to the continued representation by said legal counsel designated by IRWD notwithstanding such party's withdrawal pursuant to Section 3 hereof, and hereby waives any right to disqualify said counsel from continuing to provide the collective defense for the remaining parties. This consent is conditioned upon IRWD's reasonable efforts to keep counsel designated by the signatory parties sufficiently informed to enable such counsel to advise their respective client signatory parties regarding the existence and scope of any conflicts of interest that may arise among signatory parties. SECTION 6. Execution This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Each signing party has caused this Agreement to be executed on its behalf by its duly authorized officers and represents and warrants that the officers so executing have been duly authorized to enter into this Agreement on behalf of the party for whom they execute. This Agreement shall be effective as of the date when it has been signed by IRWD and any one or more of the other parties listed in the preamble hereof who have also executed the Sale Agreement unless execution of the Sale Agreement is precluded in the manner described in said preamble. 6 IN WITNESS WHEREOF, the parties have executed this Agreement. IRVINE RANCH WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for IRWD THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By General Manager By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By l!i 1 61; Mayo By 2gzaj:j�, City Clerk APPROVED AS TO FORM: (SEAL) City Attorney CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH By Mayff By Z� City Clerk APPROVED AS TO FORM: (SEAL) , City Attorney CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH By �.�-► MaycV By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney n CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH By /22 nG May BY City Clerk APPROVED AS TO FORM: (SEAL) City Attorney ( \ CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH B/ Maor By City Clerk .5�j0, APPROVED AS TO FORM: (SEAL) City Attorney CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH By MayoV B (,UiKk% Y City Clerk APPROVED AS TO FORM: (SEAL) k` City Attorney R, CITY OF NEWPORT BEACH BY Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney s CITY OF HUNTINGTON BEACH By �(iYr1 � ► Mayor By �roG City Clerk S /1,1o, APPROVED AS TO FORM: (SEAL) q`p\ City Attorney )r CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 CITY OF HUNTINGTON BEACH By Maycff By City Clerk s fVol APPROVED AS TO FORM: •� `O� (SEAL) City Attorney n CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 8 MESA CONSOLIDATED WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for MESA LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA 9 SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOUTH COAST THE IRVINE COMPANY By Chick W. Willette Senior Vice President By Peter Changala Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 10 AGREEMENT FOR SALE OF SAN JOAQUIN RESERVOIR CAPACITY RIGHTS AND UNDIVIDED REAL PROPERTY INTERESTS AND TERMINATION OF TRUST AGREEMENT THIS AGREEMENT, hereinafter referred to as the "Agreement," is made and entered into this day of , 2001, by and among IRVINE RANCH WATER DISTRICT ("IRWD" or"buyer" herein), organized and existing pursuant to the California Water District Law (Water Code §34000 et seq.); THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("METROPOLITAN" herein), organized and existing pursuant to the Metropolitan Water District Act (Stats. 1969, Ch. 209, as amended); CITY OF HUNTINGTON BEACH ("HUNTINGTON BEACH" herein), a municipal corporation of the State of California; CITY OF NEWPORT BEACH ("NEWPORT BEACH" herein), a municipal corporation of the State of California; MESA CONSOLIDATED WATER DISTRICT ("MESA" herein), organized and existing pursuant to the Costa Mesa Merger Law (Water Code §33200 et seq.) and the County Water District Law (Water Code §30000 et seq.); LAGUNA BEACH COUNTY WATER DISTRICT ("LAGUNA" herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.); SOUTH COAST WATER DISTRICT ("SOUTH COAST' herein), organized and existing pursuant to the County Water District Law (Water Code §30000 et seq.) (successor to South Coast County Water District); and THE IRVINE COMPANY ("TIC" herein), a.Delaware corporation (successor in interest to The Irvine Company, a Michigan corporation, successor in interest to The Irvine Company, a West Virginia corporation); EXHIBIT • • RECITALS A. The parties hereto are the parties to the San Joaquin Reservoir Trust Agreement, effective July 1, 1980, as amended by the First Amendatory Agreement, dated as of July 1, 1980, and the Second Amendatory Agreement, dated as of October 1, 1990 (the Second Amendatory Agreement has never become operative under Section 14 thereof) (collectively, 'Trust Agreement"), providing for the ownership, manner of use, maintenance and operation, improvement and repairs of the San Joaquin Reservoir, consisting of certain real property, an open water reservoir and certain pipeline facilities and appurtenances located at or near the terminus of the East Orange County Feeder No. 2 in Orange County, California. Said property and facilities are collectively referred to as the Reservoir, and the real property is more particularly described in Exhibit "A" and depicted on Exhibit"B," which exhibits are attached hereto and incorporated herein by this reference. B. Concurrently with the execution of the Trust Agreement, IRWD, METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST and TIC (collectively, the "Owners") granted to METROPOLITAN, as Trustee, in trust, all of their respective rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, to be held and administered by METROPOLITAN, as Trustee, for the benefit of the Owners. The Trust Agreement and the trust therein created was irrevocable for a period of 60 years or until an earlier date established by mutual written agreement of all of the parties thereto then holding 2 ownership interest in the Reservoir. C. The capacity allocation (in acre feet) and percentage ownership of each of the Owners under the Trust Agreement is set forth in the following table: Owner 'CapacitvAllocation Percentage Acre Feet Ownership Irvine Ranch Water District 1,411 46.26% Mesa Consolidated Water District 583 19.11 City of Huntington Beach 400 13.11 Metropolitan Water District 300 9.84 Laguna Beach County Water District 156 5.12 The Irvine Company 64 2.10 South Coast Water District 50 1.64 City of Newport Beach 86 2.82 TOTAL 3,050 100.00% The capacity allocation in acre feet shown in the foregoing table reflects the capacity of the Reservoir prior to reconfiguration to repair a portion of the side slope. Notwithstanding the reduction of capacity resulting from the reconfiguration, the transaction effected by this Agreement will be based on the pre-reconfiguration capacity. D. METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH, MESA, LAGUNA, SOUTH COAST AND TIC (collectively, the "Sellers") desire to sell to IRWD, as Buyer, and IRWD desires to purchase, all of the Sellers' respective undivided 3 ownership and capacity interests and all of their rights, title and interest in and to the Reservoir, including the real property upon which it is constructed, upon the terms set forth herein. E. The Owners desire to terminate the Trust Agreement and the trust therein created. F. The Reservoir is connected to the water transmission facility known as East Orange County Feeder No. 2 ("EOCF#2"), by means of portions of such transmission facility (generally, the portions of"Reach 4" extending from the Irvine Cross Interconnection Structure and OC-44 to the Reservoir), which function as inlet and outlet pipelines and appurtenances (the "Inlet/Outlet Facilities"), allowing the Reservoir to be operated as part of METROPOLITAN's treated water distribution system. EOCF#2 was constructed under a joint powers agreement entered into on July 11, 1961, by and among METROPOLITAN, Municipal Water District of Orange County ("MWDOC"), the former Coastal Municipal Water District ("COASTAL"), the City of Anaheim and the City of Santa Ana. G. METROPOLITAN, as an owner under such joint powers agreement, and HUNTINGTON BEACH, NEWPORT BEACH, MESA and IRWD, as assignees of capacity owned by MWDOC and/or COASTAL,.own capacity in the Inlet/Outlet Facilities. In particular, MWDOC assigned capacity in Reach 4 to IRWD (27 cfs; 4 agreement dated September 11, 1961), MESA (9 cfs; agreement dated March 14, 1963), and HUNTINGTON BEACH (5 cfs; agreement dated July 24, 1962). COASTAL assigned capacity in Reach 4 to IRWD (0.6 cfs; agreement dated July 1, 2000), MESA (2.8 cfs; agreement dated July 1, 2000), and NEWPORT BEACH (6.6 cfs; agreement dated July 1, 2000). Additional capacity in Reach 4 is owned by METROPOLITAN and held for the benefit of MWDOC, as successor to COASTAL. Following IRWD's proposed conversion of the Reservoir to a reclaimed water storage facility, the Inlet/Outlet Facilities will have no further use as part of the treated water system, except as described in the following recital, and METROPOLITAN, HUNTINGTON BEACH, NEWPORT BEACH and MESA wish to convey their interests in the Inlet/Outlet Facilities to IRWD as part of the conveyance of their interests in the Reservoir. H. IRWD and METROPOLITAN intend to enter into a separate agreement to provide for METROPOLITAN's continuing use of the Inlet/Outlet Facilities for the purpose of for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN or an alternate method acceptable to METROPOLITAN. 5 OPERATIVE AGREEMENTS SECTION 1. TERMINATION OF TRUST. a. Trust Agreement. The Trust Agreement is hereby terminated, effective upon the Closing (defined below). b. Trust. The trust created by the Trust Agreement is hereby revoked and terminated, effective upon the Closing. METROPOLITAN is hereby authorized and directed to quitclaim and deliver to IRWD all of METROPOLITAN'S right, title and interest in the Reservoir, including the real property upon which it is constructed, free of the trust. The foregoing quitclaim shall be delivered in accordance with Section 2; provided, the Purchase Price, as defined therein, shall not include any amount for the undivided Reservoir and Reservoir capacity interests beneficially owned by IRWD. C. Release of METROPOLITAN's From Responsibilities as Trustee. All of the parties agree that METROPOLITAN shall have no further obligations as Trustee upon the termination of the Trust Agreement and revocation and termination of the trust. The parties agree that upon the Closing, METROPOLITAN shall be released from any further duties as Trustee under the Trust Agreement or the trust. 6 0 • SECTION 2. SALE OF OWNERSHIP AND CAPACITY INTERESTS. a. Purchase Price. The price to be paid by IRWD to the Sellers for their ownership and capacity interests is $360.00 per acre foot, computed on the basis of the pre- reconfiguration acre-foot capacities of the Reservoir as set forth in the table below. Concurrent with execution of this Agreement, IRWD shall deposit with METROPOLITAN the sum of$590,040.00 (the "Purchase Price"). The Purchase Price shall be deposited in the form of separate checks made payable to the respective Sellers in the following amounts: Owner Capacity Allocation Purchase Price Acre Feet Distribution Mesa Consolidated Water District 583 $209,880.00 City of Huntington Beach 400 144,000.00 Metropolitan Water District 300 108,000.00 Laguna Beach County Water District 156 56,160.00 The Irvine Company 64 23,040.00 South Coast Water District 50 18,000.00 City of Newport Beach 86 30.960.00 TOTAL 1,639 $590,040.00 b. Closing. Concurrent with the execution of this Agreement, METROPOLITAN, as Trustee, and each Owner, as a settlor and beneficiary of the revoked trust, shall execute and.deposit with METROPOLITAN the quitclaim deed in the form attached 7 hereto as Exhibit "C," which exhibit is attached hereto and incorporated herein by this reference. Quitclaim deeds executed by METROPOLITAN, TIC and NEWPORT BEACH in the forms attached hereto as Exhibits "D," "E," and "F," respectively, which exhibits are attached hereto and incorporated herein by this reference, shall also be deposited with METROPOLITAN. Upon receipt of the Purchase Price in accordance with paragraph (a) and the quitclaim deeds, METROPOLITAN shall deliver to each Seller its respective Purchase Price distribution and shall record the quitclaim deeds ("Closing"). In accordance with SECTION 4(b), METROPOLITAN shall simultaneously distribute to the parties, in the proportions to which they are entitled, any unspent funds held at the date of Closing pursuant to the Trust Agreement. SECTION 3. INTERESTS CONVEYED. a. Interests Conveyed to IRWD. The following interests shall be conveyed to IRWD by means of the above-referenced deeds attached as Exhibits "C," "D," "E," and "F": i. Reservoir property described in Exhibit "A" and depicted on Exhibit "B," including the dam, all buildings, structures, improvements and all appurtenances, all of the Reservoir capacity and storage rights and rights to all native inflow from the lands tributary to the Reservoir; ii. right-of-way easement from Ford Road to EOCF#2, and from EOCF#2 to Ridgeline Drive, as described in Exhibit "A" and depicted on Exhibit "B;" iii. pipeline easements and improvements therein comprising the 8 Inlet/Outlet Facilities, including the 54-inch inlet and 60-inch outlet and all appurtenant structures, from the Reservoir to the northwesterly boundary of Parcel "E" conveyed to IRWD by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964 [Exhibit "D"]; IV. Title Curative Conveyances. 1. Boundary Correction. It has been discovered that in the course of certain prior conveyances and reconveyances of the Reservoir land that were made to establish trust interests and correct title matters, a small rectangular parcel was inadvertently deleted and was retained by TIC, forming a notch in the Reservoir boundary as depicted in Exhibit "E." This parcel has been considered and used as part of the Reservoir. As part of the consideration for the Purchase Price, TIC agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "E" conveying this parcel to IRWD. 2. NEWPORT BEACH Interests. NEWPORT BEACH's interests in the Reservoir were recorded in certain instruments in addition to the trust conveyances. As part of the consideration for the Purchase Price, NEWPORT BEACH agrees to execute and deliver a quitclaim deed in the form attached as Exhibit "F" releasing these interests to IRWD. V. Assignment of Portion of Easement Rights. METROPOLITAN shall execute an assignment in the form attached hereto as Exhibit "G," which exhibit is 9 attached hereto and incorporated herein by this reference, assigning to IRWD non- exclusive rights to install and maintain pipelines within Parcels "C" and "D" of the easement conveyed by instrument recorded in the Official Records of Orange County at Book 6860, Page 91, on December 26, 1963 and assigned to METROPOLITAN by instrument recorded in the Official Records of Orange County at Book 7103, Page 219, on June 25, 1964. b. Right-of-Entry by IRWD to METROPOLITAN. In further consideration for the conveyances to IRWD herein, IRWD agrees to provide METROPOLITAN with a right-of-entry over the access easement from Ford Road to EOCF#2, described and depicted in Exhibit "C." C. Cooperation by METROPOLITAN and IRWD. The foregoing conveyances notwithstanding, it is acknowledged by IRWD that METROPOLITAN desires to continue to use the Reservoir for rejection of water from EOCF#2 for operational purposes, in a manner mutually acceptable to IRWD and METROPOLITAN. IRWD agrees to either provide for METROPOLITAN's use of the Reservoir and existing inlet or outlet facilities for such purpose or an alternate method acceptable to METROPOLITAN. METROPOLITAN agrees not to unreasonably withhold its approval of any such alternate method. IRWD shall bear the cost of constructing any facilities needed to transmit and receive the rejected water, provided, IRWD shall not be required to buy or return the rejected water. d. Abandonment of OC-57. The Inlet/Outlet Facilities include the service connection structure known 10 as OC-57. OC-57 shall be abandoned by IRWD. METROPOLITAN shall be entitled to salvage any portion of OC-57 upstream of the downstream end of the meter, and IRWD shall be entitled to salvage any portion of OC-57 downstream of the downstream end of the meter. METROPOLITAN and IRWD shall process a termination of the service connection agreement between METROPOLITAN and IRWD pertaining to OC-57. SECTION 4. CONDITIONS. a. Assumption of Operation, Maintenance and Capital Expenses. As of the Closing, IRWD shall assume all responsibility for operation, maintenance, repair, replacement, modification and improvement of the Reservoir. b. Distribution of Unspent Funds. Upon Closing, METROPOLITAN shall return to the Owners their respective shares of all funds deposited by the Owners or held by METROPOLITAN on such date in any Trust Accounts pursuant to Section 6 of the Trust Agreement, less amounts owed by METROPOLITAN for work performed prior to the Closing and METROPOLITAN's accrued overhead computed pursuant to Section 6b(i) of the Trust Agreement. C. Property "As-Is:" Release of Sellers. IRWD has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to IRWD as described in Section 3(a), as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and 11 condition. METROPOLITAN has investigated and approved the condition of title and the condition of the property with respect to the interests that are to be conveyed to METROPOLITAN, as to suitability for its proposed uses, including compliance with present and future laws and regulations, surface, soil, subsurface, geologic and all other physical conditions, and will acquire such property "as-is" in its present state and condition. To each Owner's actual knowledge, except with regard to storage and use of chlorine, there has not occurred on the Reservoir property any release of hazardous or toxic materials. d. Costs. Each party shall bear its own legal and other costs, in conjunction with the transactions contemplated herein. IRWD and METROPOLITAN shall each pay its own costs of any title insurance it elects to obtain. e. Termination of Related Agreements. i. Memorandum of Understanding: The Memorandum of Understanding, dated September 19, 1990, entered into by all of the parties to this Agreement with respect to certain capital improvement work to be accomplished at the Reservoir, is hereby terminated, effective upon the Closing. ii. Purchase and Sale Agreements: Any Purchase and Sale Agreements entered into as of July 1, 1990, by METROPOLITAN and any Local Owners (as that term is defined in said Memorandum of Understanding), in conjunction with the transactions contemplated in the Memorandum of Understanding and the Second 12 • Amendatory Agreement to the Trust Agreement, are hereby terminated, effective upon the Closing. iii. Agency Agreement: The Agency Agreement- San Joaquin Reservoir Slope Repair, dated December 26, 1995, entered into by IRWD, as agent, with all of the other parties hereto (except TIC) with respect to the slope repairs to the Reservoir, is hereby terminated, effective upon the Closing. f. Indemafty. Sellers and their respective employees, officers, directors, shareholders, agents and representatives, and each of their respective successors and assignees (collectively, the "Indemnitees") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by the improvement, maintenance, or use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof, including, without limitation, any loss, damage, injury or claim arising from and proximately caused by any defect in the design, construction of, or material in the improvements, any defect in soils or in the preparation of soils or in the design and accomplishment of grading with respect to the improvements, any act or omission of IRWD or any of its agents, employees, licensees, invitees or contractors, or any other cause whatsoever in connection with IRWD's use of the Reservoir or any portion thereof or interest therein or any of the other interests conveyed to IRWD pursuant to Section 3(a) hereof. IRWD hereby waives on its behalf all claims and demands against.the Indemnitees for any such loss, damage, or injury of IRWD, and agrees to indemnify, 13 defend and hold harmless the Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claims, whether incurred or made by IRWD or any other person(s). Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless with respect to any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of an Indemnitee. Nothing herein or in any other agreement with IRWD related to the Reservoir shall be deemed to be a waiver by IRWD or require IRWD to indemnify or hold the Indemnitees harmless from any claims related to the improvement, maintenance, or use of the interests or rights retained by METROPOLITAN, its successors or assigns pursuant to Section 3(a)(v), 3(b) or 3(c). SECTION 5. OPTION TO REPURCHASE. a. Option to Repurchase in the Event of a Modification. This Section 5 shall apply in the event IRWD (i) uses the Reservoir for a use inconsistent with the storage of water or (ii) permanently ceases to use the Reservoir or (iii) conveys the real property on which the Reservoir is constructed for other than water-storage purposes (any of the foregoing is hereinafter referred to as a "Modification"). Any IRWD use of the property incidental to or in addition to use of the Reservoir for water storage shall not constitute a Modification. In the event IRWD proposes a Modification, IRWD may ascertain whether any reversionary right will be 14 asserted as a result of the Modification, and if so, whether IRWD desires to negotiate a relinquishment of such reversionary right. If a relinquishment is negotiated or the Modification will not result in the accrual or exercise of a reversionary right, IRWD shall notify each Seller of the proposed Modification, and each Seller shall have an option to repurchase its ownership and capacity interest sold to IRWD pursuant to Section 2(a) above, in the manner set forth in this Section. b. Repurchase Price and Terms The repurchase price shall be equal to the sale price set forth in Section 2(a) for the repurchasing Seller's interests, increased by the change in the Engineering News Record Construction Cost Index for the Los Angeles Area from the Closing to the date of exercise of the repurchase option, plus the Seller's proportionate share of any cost for the relinquishment of reversionary rights, as computed by IRWD. The repurchase option shall be subject to all matters affecting title which are existing on the date of exercise of the option and any matters affecting title which are thereafter created, made, assumed or consented to by IRWD. Exercise of a repurchase option shall constitute the repurchasing Seller's consent and agreement to the proposed Modification, including any disposition of property proposed in the Modification, and the repurchasing Seller agrees to promptly execute and deliver all documents as IRWD reasonably requests from time to time to effectuate and operate the Modification. Exercise of a repurchase option shall also constitute the repurchasing Seller's warranty that it has the legal authority to participate in the Modification. To the extent the Modification produces net revenue/net expense from disposition or use of the property, 15 the net revenue/net expense shall be divided among IRWD and the repurchasing Sellers on a monthly basis in proportion to their interests. For purposes of this Section, "net revenue/net expense" shall include all proceeds, revenues, credits and consideration of every kind and nature received directly or indirectly by IRWD from such disposition or use, less costs incurred by IRWD (using normal IRWD accounting cost allocations, consistently applied, for similar projects), in negotiating, planning, financing, constructing, operating, and (if applicable) disposing of, the property. C. Exercise of Option. Any Seller electing to exercise the repurchase option shall exercise it by giving written notice to IRWD, accompanied by payment of the repurchase price, within ninety (90) days of the notice to the Sellers given by IRWD pursuant to Section 5(a). IRWD and the repurchasing Sellers shall divide any escrow fees in proportion to their post-closing percentage interests. The repurchasing Sellers shall pay for documentary tax stamps, recordation of their respective deeds and for any title insurance they desire to obtain. d. Term. This Section shall become effective upon the Closing and remain in effect until the date that the Trust Agreement would have remained in effect had it not been terminated by this Agreement; provided that this Section shall continue in effect as to any repurchase option which has accrued prior to such date and which is exercised. 16 SECTION 6. MISCELLANEOUS. a. Interpretation. All of the parties have negotiated the provisions of this Agreement with the assistance of their respective counsel. Accordingly, the parties waive the effect of California Civil Code Section 1654 or any other statute or common law principle of similar effect which interprets uncertainties in a contract against the parry who drafted the contract. b. No Waiver. No failure of any party to exercise any power given that party under this Agreement or to insist on strict compliance by the other party to its obligations, and no custom or practice of the parties in variation with the terms of this Agreement will constitute a waiver of any parry's right to demand exact compliance with the terms of this Agreement. C. Successors and Assigns.. The provisions of this Agreement will be binding on and will inure to the benefit of the parties and their respective heirs, successors, and assigns. d. Counterparts. This Agreement may be executed in one or more counterparts. Each will be deemed an original and all, taken together, will constitute one and the same instrument. e. Notices. Any notice, request, demand, consent, approval or other communication 17 required or permitted pursuant to this Agreement or by law shall be validly given or made only if in writing and delivered in person or seventy-two (72) hours after deposit in the United States mail, duly certified or registered (return receipt requested), postage prepaid, and delivered (in the case of personal delivery) or addressed (in the case of mail delivery) to the party for whom intended, as follows: If to IRWD: Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619-7000 Attention: General Manager If to METROPOLITAN: The Metropolitan Water District of Southern California 700 North Alameda Street P.O. Box 54153 Los Angeles, CA'90054-0153 Attention: General Manager If to HUNTINGTON BEACH: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Attention: City Manager If to NEWPORT BEACH: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659-1768 Attention: City Manager If to MESA: Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attention: General Manager 18 If to LAGUNA: Laguna Beach County Water District 306 Third Street P.O. Box 987 Laguna Beach, CA 92652 Attention: General Manager If to SOUTH COAST: South Coast Water District 31592 West Street South Laguna, CA 92677 Attention: General Manager If to TIC: The Irvine Company 550 Newport Center Drive Newport Beach, CA 92663 Attention: Chick W. Willette Any party may substitute a different address for its above-stated address by giving written notice to the other parties in the manner herein provided. f. Authority. Each of the undersigned represents and warrants to the other parties hereto that they have the authority to bind the party on behalf of whom they sign. Each of the undersigned represents that it has all requisite authority to perform each of its obligations hereunder. g. Entire Agreement. This-Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. All prior agreements, representations, negotiations and understandings of the parties are superseded and merged in this Agreement. This Agreement shall be amended only in writing executed by all parties. h. No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any 19 person, other than the parties and their respective successors and assigns; any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision. This Agreement and each condition and provision is intended to be for the sole and exclusive benefit of the parties and their respective successors and assigns, .and for the benefit of no other person. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the day and year first written above. IRVINE RANCH WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for IRWD 20 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for METROPOLITAN CITY OF HUNTINGTON BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney 21 CITY OF NEWPORT BEACH By Mayor By City Clerk APPROVED AS TO FORM: (SEAL) City Attorney MESA CONSOLIDATED WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for MESA 22 .. .... ..................... LAGUNA BEACH COUNTY WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for LAGUNA SOUTH COAST WATER DISTRICT By President By Secretary APPROVED AS TO FORM: (SEAL) Counsel for SOUTH COAST 23 THE IRVINE COMPANY By Chick W. Willette Senior Vice President BY Peter Changala Vice President APPROVED AS TO FORM: (SEAL) Counsel for TIC 64534 24 i • LIST OF EXHIBITS Exhibit "A" Description of Reservoir and easements (trust property) Recital A Exhibit "B" Depiction of Reservoir and easements (trust property) Recital A Exhibit "C" Form of Quitclaim Deed (Reservoir and Ingress/Egress Easements) [Section 3(a)(i) and (ii)1 Exhibit "D" Form of Quitclaim Deed (Reservoir Inlet/Outlet and Easements) [Section 3(a)(iii)1 Exhibit "E" Form of Quitclaim Deed (TIC Boundary Correction) rSection 3a iv 1 Exhibit "F" Form of Quitclaim Deed (City of Newport Beach) [Section 3(a)(iv)(2)1 Exhibit "G" Form of Assignment of Portion of Easement Rights (Domestic and Reclaimed Water Parallel Pipelines) [Section 3(M v)1 25 ATTAC H M E N T .#4 �. 'D3 I�1) Q �-i qITY OF HUNTINGTON BEA . _ p1tiLs — (rs►� k �s K �w MEETING DATE: May 1, 2000 DEPARTMENT NUMBER: PW 00-37 Council/Agency Meeting Held: 00 Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied _ tk� City C s Signature Council Meeting ate: May 1, 2000 Department ID Number: P\AF00-9 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL > SUBMITTED BY: RAY SILVER, CITY ADMINISTRATOR 4PREPARED BY: ROBERT F. BEARDSLEY, DIRECTOR OF PUBLIC WORKS �� SUBJECT: AUTHORIZE THE SALE OF THE CITY'S CAPACITY RIGHTS IN THE SAN JOAQUIN RESERVOIR Statement:ofIssue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments) Statement of Issue: The City and seven other agencies own capacity rights in the San Joaquin Reservoir in Newport Beach. Extensive slope failures have rendered the reservoir unusable for potable water storage, and rehabilitation is cost prohibitive. The Irvine Ranch Water District (IRWD) has proposed converting the reservoir to reclaimed water storage and has offered to purchase all of the capacity rights from the owners, including the City of Huntington Beach. Funding Source: Potential revenue, not an expenditure. Recommended Action: Motion to: 1. Authorize the sale, in concept, of the City's capacity in the San Joaquin Reservoir to Irvine Ranch Water District based on the offer dated March 16, 2000. 2. Authorize staff to develop the terms of a purchase and sale agreement with the other co- owners of the reservoir and Irvine Ranch Water District. Alternative Action(s): Do not authorize the sale and instruct staff on how to proceed. Analysis: Since the mid 1960's, Huntington Beach has had capacity rights in the San Joaquin Reservoir (site map attached). Originally, these capacity rights were leased. In 1980, the City made a purchase payment of $185,333 to the Irvine Ranch Water District (IRWD) and agreed to share in the existing debt service of$58,500 per year until 1992. RCA for SJR sale -2- 4/20/00 2:57 PM REQUEST FOR ACTION MEETING DATE: May 1, 2000 DEPARTMENT ID NUMBER: PW 00-37 IRWD, Mesa Consolidated Water District, South Coast Water District, Laguna Beach Water District, Newport Beach and the Irvine Company also own rights. Additionally, The Metropolitan Water District of Southern California (MWD) is a co-owner, operates the reservoir and serves as trustee. The City's share in the reservoir is 13.11% or 400 acre-feet. Annual operations and maintenance and capital improvement costs are split among the members based on percentage of ownership. Huntington Beach's share of Fiscal Year 1997-98 O&M and capital costs was $142,290. Over the past years, the reservoir experienced many water quality and structural problems. Finally, after a landslide in 1995, the reservoir was dewatered and taken completely out of service. Since that time, MWD has provided the required flows to each member agency and maintained the pressure gradient and flow capacity at each turnout near the reservoir. Therefore, the out of service status has had no effect on the City's water supply. Estimates to rehabilitate the facility for potable water storage are in excess of $41 million, prohibiting this as a viable option. The City's cost would be approximately $5.5million. IRWD has proposed converting the reservoir to reclaimed water storage and has offered to purchase capacity rights from the other owners of the reservoir. IRWD anticipates preparing one agreement for sale in June 2000 that all parties would enter into with a price per acre- foot consistent among the members. IRWD's offer is to purchase the City's 400 acre-foot capacity for $360 per acre-foot, a total of $144,000. This is a negotiated price. In addition, there are $800,000 in revenue surpluses from operation and maintenance, held by MWD, of which the City's share is approximately $104,000. This would be released at the same time, bringing the total payment to $248,000. Staff is seeking approval of the sales price, in concept, and authorization from Council to proceed with development of a master purchase and sale agreement with IRWD and the other co-owners for the City's capacity rights in the San Joaquin Reservoir. Approval of the sale will be brought to Council at a later date, pending the outcome of negotiations. Environmental Status: Not applicable at this time. Attachment(s): City Clerk's . - Number No. Description 1 March 16, 2000 letter from IRWD General Manager Paul D. Jones II 2 Location map of San Joaquin Reservoir RCA Author: Ken Dills, ext. 5055 RCA for SJR sale.doc -3- 04/20/00 4:48 PM ATTACHMENT # 1 r.� IRME RON MTER 16'0T I AIN E RANCH 11ATER DISTRICT i5600 Sand Canyon Ave..P.O.Box 57000.Irvine, CA 92619-7000.(714)453-5300 March 16, 2000 RECEIVED DEPT.OF PUBLIC WORKS Mr. Dennis Maclain MAR 2 0 2000 City of Huntington Beach 2000 Main Street WATER DIVISION Huntington Beach, CA 92648 HUNT INGTON BEACH,CA Subject: San Joaquin Reservoir Capacity Purchase Dear Mr. Maclain: As you know, Irvine Ranch Water District(IRWD) is interested in acquiring the remainder of capacity in the San Joaquin Reservoir we do not already own with the intention of performing repairs and modifications to convert it to seasonal storage of reclaimed water. In our meeting held March 2, 2000, IRWD offered to purchase the 400 acre-feet of reservoir capacity owned by the City of Huntington Beach (CHB) for$360.00 per acre-foot for a total of$144,000. The offer of$360 per acre-foot is based on our estimate of the value of the reservoir, less the costs of modifications and repairs necessary to make it serviceable as a reclaimed water reservoir. The value of the reservoir to IRWD is in the increased yield of reclaimed water, which could be used to replace untreated water we currently purchase from MWD. In addition, we understand that approximately $800,000 in reserve fiinds are being held by Metropolitan Water District of Southern California(MWD) for future reservoir repairs. We are awaiting confirmation from MWD on the exact balance in the reserve account. Upon sale of the reservoir to IRWD, we propose that these funds be distributed by MWD to each of the former-owners in proportion to their respective ownership interest. This would result in an additional payment to CHB of approximately $260.00 per acre-foot, or$104,000, bringing the total payment for the CHB capacity to approximately $248,000. vvc dupe this offer is satisfactory to your agency. If you have any questions regarding this matter,please do not hesitate to contact me Sing rely, aul D. Jon I General Manager cc: Greg Heiertz PDJ/GPH/clg F:/grm/wrd/gph/chbltr.doc ATTACHMENT #2 Location of San Joaquin Reservoir ............... 'N � � si '��•,£ �J- �t .3z 'lr �3 e, � SrsntPirgo ' r x � $CSei7�otl' m i , rr F x G Et ,i J C ,F�" s v ,;'.. • x £ t £ �(\�J�J J77��\fT T��/''�) �J7"T /��{l�(\�J�11R /{jam J]-�� r c S it ♦ !1 �l!A Q V 1 N.RE Ll i V I i ' a -0 a each } Q�� E 01 2 Miles RCATIOUTING 9HEET INITIATING DEPARTMENT: Public Works SUBJECT: FINALIZE THE SALE OF THE CITY'S CAPACITY RIGHTS IN THE SAN JOAQUIN RESERVOIR COUNCIL MEETING DATE: ...... .. ._ .. .. RCA ATTACHMENTS. STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attome ) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement Unbud et, over $5,000 Not Applicable Bonds (If applicable) Not Applicable Staff Report If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable-_-, -- EXPLANATION FOR MISSING ATTACHMENTS .. ... REVIEWED RETURNED: . :FORWARDED. .. Administrative Staff Assistant City Administrator Initial City Administrator Initial City Clerk _ E E PLANATION FO'R'RETURN`OF IT AW RCA Author: Dills