ANAHEIM, IRVINE RANCH WATER DISTRICT AND YORBA LINDA WATER WATER DISTRICT CERTIFYING A FINAL ENVIRONMENTAL IMPACT REPORT,

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1 RESOLUTION NO A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY WATER DISTRICT CERTIFYING A FINAL ENVIRONMENTAL IMPACT REPORT, MAKING FINDINGS OF FACT, ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM, APPROVING ANNEXATION AGREEMENTS, APPLICATION AND PLAN OF SERVICES, AND AUTHORIZING INITIATION OF PROCEEDINGS AND REQUESTING THE ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION TO TAKE PROCEEDINGS FOR ANNEXATION TO THE DISTRICT OF TERRITORY WITHIN THE BOUNDARIES OF CITY OF ANAHEIM, IRVINE RANCH WATER DISTRICT AND YORBA LINDA WATER DISTRICT, KNOWN AS ANNEXATION NO. OCWD ANNEXATION TO OCWD OF PORTIONS OF ANAHEIM, IRWD AND YLWD WHEREAS, the Orange County Water District Act, Ch. 924, Stats. 1933, as amended ( OCWD Act ) authorizes the District to annex additional lands to its boundaries and to impose on lands proposed to be annexed such reasonable terms and conditions as the District determines appropriate; and WHEREAS, the City of Anaheim ( Anaheim ), the Irvine Ranch Water District ( IRWD ) and the Yorba Linda Water District ( YLWD ) are each public agency groundwater producers whose respective boundaries are located within the County of Orange, State of California, and within the boundaries of the Metropolitan Water District of Southern California (hereinafter, "MWD"). A portion of the lands within the boundaries of each of Anaheim, IRWD and YLWD are within the boundaries of the District, and a portion of those lands within each of Anaheim s, IRWD s and YLWD s boundaries that are not within the boundaries of the District are within the District s sphere of influence as determined by the Local Agency Formation Commission of Orange County ( LAFCO ); and WHEREAS, approximately 2,355 acres of land within the boundaries of Anaheim (which land is more particularly described in Exhibit "A-1" attached hereto and incorporated herein by this reference, and is hereinafter referred to as the "Anaheim Annexation Territory") are within the watershed of the Santa Ana River and within the boundaries of MWD, but not currently within the boundaries of the District. A plat showing the boundaries of the Anaheim Annexation Territory and relevant portions of the District and Anaheim boundaries is attached hereto as Exhibit "A-4." Anaheim desires to annex the Anaheim Annexation Territory to the District in order that the Anaheim Annexation Territory may benefit from inclusion within the District. The District desires to annex the Anaheim Annexation Territory in order to provide better management, regulation, and control over the Orange County groundwater basin and its resources; and WHEREAS, approximately 6,482 acres of land within the boundaries of IRWD (which land is more particularly described in Exhibit "A-2" attached hereto and incorporated herein by this reference, and is hereinafter referred to as the "IRWD Annexation Territory") are within the watershed of the Santa Ana River and within the boundaries of MWD, but not currently within 131/ a09/27/13

2 the boundaries of the District. A plat showing the boundaries of the IRWD Annexation Territory and relevant portions of the District and IRWD boundaries is included in Exhibit "A-4." IRWD desires to annex the IRWD Annexation Territory to the District in order that the IRWD Annexation Territory may benefit from inclusion within the District. The District desires to annex the IRWD Annexation Territory in order to provide better management, regulation, and control over the Orange County groundwater basin and its resources; and WHEREAS, approximately 6,258 acres of land within the boundaries of YLWD (which land is more particularly described in Exhibit "A-3" attached hereto and incorporated herein by this reference, and is hereinafter referred to as the "YLWD Annexation Territory") are within the watershed of the Santa Ana River and within the boundaries of MWD, but not currently within the boundaries of the District. A plat showing the boundaries of the YLWD Annexation Territory and relevant portions of the District and YLWD boundaries is included in Exhibit "A-4." YLWD desires to annex the YLWD Annexation Territory to the District in order that the YLWD Annexation Territory may benefit from inclusion within the District. The District desires to annex the YLWD Annexation Territory in order to provide better management, regulation, and control over the Orange County groundwater basin and its resources; and WHEREAS, the annexations of the Anaheim Annexation Territory, the IRWD Annexation Territory and the YLWD Annexation Territory (collectively, the Annexation Territories ) are considered a project pursuant to the California Environmental Quality Act ( CEQA ). After conducting an initial study, the District caused to be prepared a program/project environmental impact report (State Clearinghouse No , the EIR ) to analyze the impacts from the project, circulated the Draft EIR for public review and comments, and prepared responses to the comments received on the Draft EIR during the public review period; and WHEREAS, the Board of Directors has considered the requests by Anaheim, IRWD and YLWD to annex the Annexation Territories to the District, as well as the Draft EIR, the comments submitted regarding the Draft EIR and the responses to such comments, the proposed Mitigation Monitoring and Reporting Program, and the proposed agreements between the District and each of Anaheim, IRWD and YLWD governing and setting forth certain terms and conditions for the annexation to the District of the Anaheim Annexation Territory, the IRWD Annexation Territory and the YLWD Annexation Territory; and WHEREAS, the requests to annex the Annexation Territories fully comply with the District s Annexation Policy originally adopted by the Board of Directors in 1986, and all other District policies. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ORANGE COUNTY WATER DISTRICT DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Board of Directors, after having reviewed the EIR and having received and considered comments from interested parties, finds that the Final EIR has been completed in compliance with CEQA and the State CEQA Guidelines. The Board of Directors, having final approval power over the project, certifies as complete and adequate the Final EIR for 131/ a09/27/13-2-

3 Annexation No. OCWD : Annexation to OCWD of Portions of Anaheim, IRWD and YLWD, comprised of the following: 1. Draft Environmental Impact Report, including appendices 2. Comments received on the Draft Environmental Impact Report and responses to the comments 3. Mitigation Monitoring and Reporting Program SECTION 2. Pursuant to Public Resources Code Section , the Board of Directors finds that the Final EIR reflects the independent judgment and analysis of the District as the lead agency for the project, that the Final EIR was presented to the Board of Directors, and that the Board of Directors has reviewed and considered the information contained in the Final EIR prior to making its decision on the project. In addition, the Board of Directors considered the comments received during the public review process, as well as the responses to those comments. SECTION 3. The Final EIR identifies certain potentially significant effects that would occur if the project were approved. However, all of these potentially significant effects can be avoided or mitigated to a level of not significant by the imposition of the mitigation measures in the Final EIR incorporated herein by this reference as set forth in full and as described in the Statement of Facts and Findings in support thereof, attached hereto as Exhibit B and incorporated herein by this reference. SECTION 4. The Board of Directors hereby adopts the Mitigation Monitoring and Reporting Program included in the Final EIR, attached hereto as Exhibit C and incorporated herein by this reference. SECTION 5. The Board of Directors hereby approves the Annexation Agreement Between Orange County Water District and the City of Anaheim Regarding Annexation to Orange County Water District, as set forth in Exhibit D-1 attached hereto and incorporated herein by this reference (the Anaheim Annexation Agreement ); and, upon approval as to form by General Counsel, the President and General Manager are hereby authorized to execute the Anaheim Annexation Agreement on behalf of the District. SECTION 6. The Board of Directors hereby approves the Annexation Agreement Between Orange County Water District and the Irvine Ranch Water District Regarding Annexation to Orange County Water District, as set forth in Exhibit D-2 attached hereto and incorporated herein by this reference (the IRWD Annexation Agreement ); and, upon approval as to form by General Counsel, the President and General Manager are hereby authorized to execute the IRWD Annexation Agreement on behalf of the District. SECTION 7. The Board of Directors hereby approves the Annexation Agreement Between Orange County Water District and the Yorba Linda Water District Regarding Annexation to Orange County Water District, as set forth in Exhibit D-3 attached hereto and 131/ a09/27/13-3-

4 incorporated herein by this reference (the YLWD Annexation Agreement ); and, upon approval as to form by General Counsel, the President and General Manager are hereby authorized to execute the YLWD Annexation Agreement on behalf of the District. SECTION 8. The Board of Directors hereby authorizes proceedings to be initiated by the District, and LAFCO is hereby requested to take proceedings, for a reorganization comprising the annexation of the Anaheim Annexation Territory, the IRWD Annexation Territory and the YLWD Annexation Territory, designated as Annexation No. OCWD : Annexation to OCWD of Portions of Anaheim, IRWD and YLWD (the Annexation Proposal ). SECTION 9. The Annexation Proposal is made pursuant to the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, as amended, California Government Code Section et seq. (the Act ). SECTION 10. This nature of the Annexation Proposal is a reorganization comprising the annexation to the District of territories within the service areas of Anaheim, IRWD and YLWD, specifically including the Anaheim Annexation Territory, the IRWD Annexation Territory and the YLWD Annexation Territory. SECTION 11. The boundaries of the Annexation Proposal are set forth in Exhibits "A-1," A-2 and A-3 hereto, and depicted on Exhibit A-4 hereto. SECTION 12. The Board of Directors proposes that the Annexation Proposal be subject to the following terms and conditions: (a) The annexation of the Anaheim Annexation Territory shall be subject to the terms and conditions set forth in the Anaheim Annexation Agreement attached hereto as Exhibit D-1. (b) The annexation of the IRWD Annexation Territory shall be subject to the terms and conditions set forth in the IRWD Annexation Agreement attached hereto as Exhibit D-2. (c) The annexation of the YLWD Annexation Territory shall be subject to the terms and conditions set forth in the YLWD Annexation Agreement attached hereto as Exhibit D-3. SECTION 13. The purpose of the Annexation Proposal is to allow the District to provide better management, regulation, and control over the Orange County groundwater basin and its resources, and to allow Anaheim, IRWD and YLWD to benefit from the inclusion of their respective portions of the Annexation Territories within the District. SECTION 14. The Board of Directors hereby approves the Application for Annexation for the Annexation Proposal, as set forth in Exhibit E attached hereto and incorporated herein by this reference, and the Plan for Services for the Annexation Proposal, as set forth in Exhibit F attached hereto and incorporated herein by this reference. SECTION 15. The Board of Directors hereby requests that LAFCO undertake annexation 131/ a09/27/13-4-

5 proceedings pursuant to the Act with respect to the Annexation Proposal. SECTION 16. The Annexation Proposal is consistent with the sphere of influence of the District, as adopted by LAFCO. SECTION 17. District staff are hereby authorized and directed to file with LAFCO this Resolution, the approved Application attached hereto as Exhibit E, the approved Plan for Services attached hereto as Exhibit F, and such other documents and instruments as may be necessary to process the Annexation Proposal. SECTION 18. District staff are hereby authorized and directed to file a Notice of Determination with respect to the approval of the project. 131/ a09/27/13-5-

6 Exh. A-1 Legal Description of Anaheim Annexation Territory 131/ a09/27/13-6-

7 Exh. A-2 Legal Description of IRWD Annexation Area 131/ a09/27/13-7-

8 Exh. A-3 Legal Description of YLWD Annexation 131/ a09/27/13-8-

9 Exh. A-4 Plat showing Anaheim, IRWD and YLWD Annexation Areas 131/ a09/27/13-9-

10 Exh. B Statement of Facts and Findings 131/ a09/27/13-10-

11 Exh. C Mitigation Monitoring and Reporting Program 131/ a09/27/13-11-

12 Exh. D-1 Anaheim Annexation Agreement 131/ a09/27/13-12-

13 Exh. D-2 IRWD Annexation Agreement 131/ a09/27/13-13-

14 Exh. D-3 YLWD Annexation Agreement 131/ a09/27/13-14-

15 Exh. E Application 131/ a09/27/13-15-

16 Exh. F Plan for Services 131/ a09/27/13-16-

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21 ANNEXATION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND YORBA LINDA WATER DISTRICT REGARDING ANNEXATION TO ORANGE COUNTY WATER DISTRICT THIS AGREEMENT is entered into as of, 2013 (the Effective Date ) by and between the ORANGE COUNTY WATER DISTRICT (hereinafter, "OCWD") and the YORBA LINDA WATER DISTRICT (hereinafter, "Applicant"). RECITALS A. OCWD was created by special act of the California Legislature (Ch. 924, Stats. 1933, as amended, the "OCWD Act") for the purpose of protecting and managing the Orange County groundwater basin and providing for the conservation and regulation of the quantity and quality of water within the groundwater basin. OCWD further has the authority, pursuant to its enabling legislation, to prevent the exportation of groundwater resources from its boundaries. The boundaries of OCWD are located within the County of Orange, State of California. The OCWD Act authorizes OCWD to annex additional lands to its boundaries and to impose on lands proposed to be annexed such reasonable terms and conditions as OCWD determines appropriate. B. Applicant is a County water district, organized and existing pursuant to Section et seq. of the California Water Code, whose boundaries are located within the County of Orange, State of California, and within the boundaries of the Metropolitan Water District of Southern California (hereinafter, "MWD"). A portion of the lands within the boundaries of Applicant are within the boundaries of OCWD, and a portion of those lands within Applicant s boundaries that are not within the boundaries of OCWD are within the OCWD sphere of influence as determined by the Local Agency Formation Commission of Orange County ( LAFCO ). C. Applicant provides retail water service to the residents and water users within its district boundaries. In order to provide such retail water service, among other sources, Applicant purchases water from MWD through the Municipal Water District of Orange County ( Imported Water ) to serve all of the lands within its boundaries, and produces and serves groundwater from the Orange County Groundwater Basin ("Basin") to the Applicant lands within the boundaries of OCWD. D. Approximately 6,258 acres of land within the boundaries of Applicant (which land is more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference, and is hereinafter referred to as the "Subject Territory") are within the watershed of the Santa Ana River in Orange County, but not currently within the boundaries of OCWD. A plat showing the boundaries of the Subject Territory, Applicant, and relevant portions of OCWD is attached hereto as Exhibit "B". E. Applicant desires to annex the Subject Territory to OCWD in order that the Subject Territory may benefit from inclusion within OCWD. OCWD desires to annex the Subject Territory in order to provide better management, regulation, and control over the Orange County groundwater basin and its resources. F. Applicant and OCWD mutually acknowledge and find that Applicant s request fully complies with the OCWD Annexation Policy and all other OCWD policies. 1

22 NOW THEREFORE, in consideration of the facts recited above, and the covenants, conditions and promises contained herein, the parties hereto agree as follows: SECTION ONE: ANNEXATION OF SUBJECT TERRITORY TO OCWD 1.1 Subject to Applicant having paid all costs for which it is responsible under the July 21, 2010 Memorandum of Understanding between Orange County Water District, City of Anaheim, Yorba Linda Water District and Irvine Ranch Water District Regarding Processing and Consideration of Annexation Requests and Associated CEQA Documentation (the MOU ), OCWD shall, within three (3) months from the Effective Date, initiate proceedings under the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, Government Code Section 56000, et seq., and support the annexation to OCWD of the Subject Territory (the "Annexation") upon the conditions hereinafter set forth. 1.2 Applicant shall cooperate with OCWD and use its best efforts to support the Annexation in accordance with the terms and conditions of this Agreement. Applicant shall, prior to or concurrently with OCWD s filing of the Annexation application with LAFCO, adopt and file with LAFCO a resolution of its governing board supporting the Annexation. Applicant further shall support the conditioning of the Annexation by the LAFCO on the performance of the terms and conditions of this Agreement. Applicant shall execute such documents and take such other actions to support and facilitate the processing of the Annexation and the imposition by LAFCO of Applicant's performance of this Agreement as a condition of the Annexation, as may reasonably be requested by OCWD. 1.3 Applicant shall be solely responsible for (a) all direct costs, CEQA mitigation measures and fees as set forth in the Mitigation Monitoring and Reporting Program attached as Exhibit C, and (b) any Annexation processing fees and the cost of preparing any legal descriptions, boundary surveys or maps required for the processing and completion of such Annexation. In the event that OCWD, as the agency initiating the Annexation, is required by LAFCO to pay any such fees or costs, Applicant shall, within thirty (30) days of written notice from OCWD, reimburse such fees and costs to OCWD. In the event that the Annexation is not approved by LAFCO or the Subject Territory is for any reason not included within the boundaries of OCWD, Applicant's obligation herein to pay all direct costs actually incurred by or due from OCWD in connection with the initiation and processing of the Annexation shall remain in full force and effect and Applicant shall pay or cause to be paid all such direct costs whether or not the Subject Territory is included within OCWD. 1.4 Upon the completion of the Annexation (as defined in paragraph 2.3 below), the Subject Territory shall be subject to all of the provisions of the OCWD Act and all of the rules, regulations, policies and requirements adopted or promulgated by OCWD and its Board of Directors. 2

23 SECTION TWO: DETERMINATION AND PAYMENT OF ANNUAL ANNEXATION CHARGE 2.1 For and during the term of this Agreement, Applicant shall pay to OCWD an annual "Annexation Charge" computed and calculated pursuant to the following formula: X = A x B x (C/D) x E (hereinafter, the "Annexation Charge Formula"). Should any portion of the Subject Territory at any time become the actual service area of any water retailer other than Applicant it will be the responsibility of Applicant to either (a) make the reports and payments of the Annexation Charge as set forth in paragraphs 2.3 and 2.4 below for said portion of Subject Territory or (b) initiate and execute a fee shift agreement with the successor water agency, incorporating all of the terms and conditions of this Annexation Agreement and containing the approval and acknowledgment of said fee shift agreement by OCWD. 2.2 For purposes of computing the Annexation Charge Formula in paragraph 2.1 hereinabove: X A B D C The term "X" shall mean the annual Annexation Charge to be paid by Applicant to OCWD. The term "A" shall mean the Basin Production Percentage established by OCWD during the applicable Water Year pursuant to Section 31.5(d) of the OCWD Act. The term applicable Water Year, as it relates to the Annexation Charge Report and this Agreement, is defined as the fiscal year (July 1 st to June 30) immediately preceding the date on which the Annexation Charge Report is due pursuant to paragraph 2.3 below. The term "B" shall mean the greater of either (i) the total water demand within the Subject Territory during the applicable Water Year; or (ii) an amount equal to ten (10%) of the ultimate annual total water demand within the Subject Territory, as determined annually by OCWD. As used in this Agreement, "total water demand" shall exclude the water demand served by reclaimed wastewater delivered through Applicant's nonpotable Title 22 reclaimed water distribution system. The term C shall mean the actual ad valorem property tax revenues collected, plus annexation fees paid to OCWD for lands within the OCWD boundaries other than the Subject Territory, plus any pass-through tax increments received from redevelopment agencies within OCWD (or their successor agencies), during the applicable Water Year. Provided, however, that in no event shall C be less than $19 million for the first 56 years of the annexation Agreement. The term "D" shall mean the total quantity of groundwater produced within the boundaries of OCWD during the applicable Water Year, including in-lieu water deliveries. E For this Agreement the term E shall always equal 100%. 3

24 2.3 Applicant shall file with OCWD, on or before the 15th day of December of each year after the date of recordation of the "certificate of completion" with respect to the Annexation (the "Annexation Completion Date"), an "Annexation Charge Report" in the form set forth in Exhibit D hereto for the applicable Water Year, setting forth the greater of either (a) the total water demand within the Subject Territory within the preceding Water Year, or (b) ten percent (10%) of the ultimate annual total water demand within the Subject Territory. The Annexation Charge Report shall be verified by a written declaration executed under penalty of perjury. OCWD shall have the right to inspect any and all books, records, and other writings of Applicant pertaining to the data contained in any Annexation Charge Report filed or to be filed by Applicant. 2.4 On or before the 31 st day of January of each year after the Annexation Completion Date, Applicant shall pay to OCWD the annual Annexation Charge for the applicable Water Year, based upon the formula set forth in paragraphs 2.2 and 2.3 above and the data contained in the Annexation Charge Report covering that Water Year. Exhibit E attached hereto provides an example of the Annexation Charge calculation that would have been paid by Applicant to OCWD for water year If Applicant shall fail to pay the full amount due as the Annual Annexation Charge by January 31 for any applicable Water Year, OCWD shall assess a penalty charge against Applicant in the amount of ten (10%) of the amount delinquent as of that date and, in addition thereto, shall charge interest on the delinquent amount at the lesser of (a) the rate of one and one-half percent (1.5%) or (b) the maximum legal interest rate, for each month or fraction thereof for which the amount due remains delinquent. Should Applicant fail to file with OCWD an Annexation Charge Report by December 15 for any applicable Water Year, OCWD shall, in addition to assessing the penalty and charging interest on the delinquent annual Annexation Charge as set forth hereinabove, assess an additional penalty charge against Applicant in the amount of ten percent (10%) of the amount of the annual Annexation Charge found by OCWD to be due as of the December 15 date. 2.6 The performance of Applicant's obligations to timely file annual Annexation Charge Reports and pay annual Annexation Charges under this Agreement is conditioned upon the annexation of the Subject Territory to OCWD. In the event that the Subject Territory is for any reason not annexed to OCWD, Applicant shall have no obligation to file annual Annexation Charge Reports or pay Annexation Charges as set forth hereinabove, and shall have no right to serve groundwater to the lands, residents, or water users within the Subject Territory. 2.7 The methodology for calculating the total water demands within the annexing territory is provided on Exhibit F. SECTION THREE: MISCELLANEOUS 3.1 All notices, payments, transmittals of documentation and other writings required or permitted to be delivered or transmitted to any of the parties hereto under this 4

25 Agreement shall be personally served or deposited in a United States mail depository, first class postage prepaid, and addressed as follows: If to OCWD: If to Applicant: Orange County Water District P.O. Box 8300 Fountain Valley, CA Attention: General Manager Yorba Linda Water District 1717 East Miraloma Placentia, CA Attention: General Manager or such other address as OCWD or Applicant shall direct in writing. Service of any instrument or writing by mail shall be deemed complete forty-eight (48) hours after deposit in a United Stated mail depository. 3.2 OCWD and Applicant mutually agree that the terms of this Agreement, or a general description of the terms thereof, may be set forth in any ordinance, resolution, or legislation adopted by OCWD, LAFCO or any other agency to implement the Annexation of the Subject Territory to OCWD pursuant to paragraph 1.1 hereinabove. 3.3 Except as set forth in paragraph 1.3 above and paragraph 3.5 below, this Agreement shall have no force or effect if any of the following occur: (a) LAFCO determines not to approve the Annexation; (b) LAFCO approves the Annexation under terms and conditions substantially different from or in conflict with this Agreement; or (c) a court of competent jurisdiction issues a final, non-appealable order, judgment, ruling or decree invalidating the Annexation or directing that the Subject Territory may not be annexed to OCWD. 3.4 The term of this Agreement shall be for so long as the Subject Territory is included within the boundaries of OCWD. 3.5 Notwithstanding any other agreement or understanding between Applicant and OCWD (including but not limited to the MOU"), in the event any person files a court action or proceeding challenging OCWD's decision to approve this Agreement or initiate the Annexation, or OCWD's decision to certify an Environmental Impact Report or adopt findings or a mitigation monitoring and reporting program under he California Environmental Quality Act, Public Resources Code Section 21000, et seq. ( CEQA ) in connection with such decisions (a Challenge ), Applicant shall defend, indemnify and hold OCWD harmless against any such Challenge, and pay all of the costs incurred by OCWD in defending against such Challenge, including attorneys fees, costs and expenses in defending such Challenge, court costs, and any costs or fees that may awarded by the court against OCWD in such action or proceeding. Applicant shall cooperate and provide any assistance reasonably requested by OCWD in defending against any such Challenge. Notwithstanding the foregoing, Applicant may at its own cost defend its interests in any such Challenge, and/or intervene as a party in such Challenge to defend its interests. In the event that Applicant intervenes or otherwise directly participates in the defending against any Challenge, OCWD, Applicant and any other governmental agency for which OCWD has initiated an annexation application in 5

26 conjunction with the Annexation shall cooperate in good faith with each other in the defense of the Challenge. 3.6 This Agreement shall be construed according to its plain meaning and as if prepared by all parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 3.7 This Agreement represents the entire understanding of OCWD and Applicant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Agreement. This Agreement may not be modified, altered, or amended except in writing by the parties hereto. 3.8 All of the terms, conditions, and provisions of this Agreement shall inure to the benefit of, and be binding upon, OCWD and Applicant and their respective successors and assigns. 3.9 In partial consideration for OCWD s initiation of the Annexation, for a period of ten years from and after the Effective Date, Applicant shall not either initiate the annexation to OCWD of any lands outside the boundaries of OCWD and outside of the Subject Territory (the Extraterritorial Lands ), or request that OCWD initiate proceedings to annex any of the Extraterritorial Lands. OCWD shall not consider any future annexation request from the Applicant for any of the Extraterritorial Lands for ten years from the Effective Date assuming LAFCO has approved annexation of the Subject Territory. Applicant shall not produce groundwater from, or serve or deliver groundwater produced from the Basin to, either: (a) any of the Subject Territory until the Annexation is approved and completed, or (b) any of the Extraterritorial Lands In partial consideration of OCWD initiating the Annexation and if, and only if, the proposed LAFCO approves the Annexation, YLWD, hereby both: (a) releases and covenants not to sue OCWD from or for any claim, liability or obligation to YLWD (i) on its own behalf, or (ii) under the authority of Water Code section or any other authority on behalf of any lands within its boundaries, which claim, liability or obligation is based upon, arises from or is in any way related to the Agreement dated February 18, 1970, between OCWD and Ernest A. Bryant Jr., and others relating to water and water rights affecting certain lands now within the boundaries of YLWD and included in the Subject Territory (the Bryant Ranch Agreement ), and (b) waives and disclaims any right, title and interest, including but not limited to water rights or any right to water, that YLWD (i) on its own behalf, or (ii) under the authority of Water Code section or any other authority on behalf of any lands within its boundaries, may have or claim based upon or in any way relating to the Bryant Ranch Agreement In partial consideration of OCWD initiating the Annexation, Applicant agrees, for a period of fifty years from the Effective Date, to continue sending all sewage flows generated from its service territory to the Orange County Sanitation District treatment facilities In partial consideration for OCWD initiating the Annexation, Applicant agrees that, for a period of five years from the Effective Date, and notwithstanding any findings or determinations made by OCWD in accordance with Section 31.5 of the OCWD Act, 6

27 Applicant shall be deemed subject to a Basin Production Percentage pursuant to Section 31.5(c)(2) of the OCWD Act ( BPP ) that is equal to the lesser of seventy percent (70%) or the actual BPP annually established by the OCWD Board, and Applicant shall reflect such amount as the BPP applicable to Applicant s groundwater production in Applicant s annual Basin Equity Assessment Report filed with OCWD, for five years from the Effective Date. 7

28 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. APPROVED AS TO FORM ORANGE COUNTY WATER DISTRICT By: General Counsel for Orange County Water District President General Manager APPROVED AS TO FORM APPLICANT By: Counsel for President General Manager 8

29 EXHIBIT A Description of Subject Territory 9

30 EXHIBIT B Boundaries of the Subject Territory and Relevant portions of OCWD 10

31 EXHIBIT C Mitigation Monitoring and Reporting Program 11

32 EXHIBIT D Annexation Charge Report To be completed and submitted to OCWD no later than December 15, 20 with payment due no later than January 15, 20 The Annexation Charge Formula = A x B x C/D x E for Water Year A. THE BASIN PRODUCTION PERCENTAGE ESTABLISHED BY OCWD DURING THE APPLICABLE WATER YEAR. Basin Production Percentage A = % B. THE GREATER OF EITHER (1) APPLICABLE WATER YEAR TOTAL WATER DEMAND WITHIN THE SUBJECT TERRITORY OR (2) 10% OF THE ULTIMATE ANNUAL TOTAL WATER DEMAND WITHIN THE SUBJECT TERRITORY. TOTAL WATER DEMAND SHALL EXCLUDE WATER DEMAND SERVED THROUGH APPLICANT S NONPOTABLE WATER DISTRIBUTION SYSTEM. 1. Applicable water year total water demand within the Subject Territory AF 2. Or 10% of the ultimate annual total water demand within the Subject Territory AF 3. The greater of line 1 or 2 B = AF C. THE ACTUAL AD VALOREM PROPERTY TAX REVENUES COLLECTED, PLUS ANNEXATION FEES PAID TO OCWD FOR LANDS WITHIN THE OCWD BOUNDARIES OTHER THAN THE SUBJECT TERRITORY, PLUS ANY PASS-THROUGH TAX INCREMENTS RECEIVED FROM REDEVELOPMENT AGENCIES WITHIN OCWD (OR THEIR SUCCESSOR AGENCIES), DURING THE APPLICABLE WATER YEAR. PROVIDED, HOWEVER, THAT IN NO EVENT SHALL C BE LESS THAN $19 MILLION FOR THE FIRST 56 YEARS OF THE ANNEXATION AGREEMENT. D. THE TOTAL QUANTITY OF GROUNDWATER PRODUCED WITHIN THE BOUNDARIES OF OCWD DURING THE APPLICABLE WATER YEAR. GROUNDWATER PRODUCED SHALL INCLUDE IN-LIEU WATER DELIVERIES. C = $ D = AF E. THE APPLICABLE PERCENTAGE, BASED UPON THE PERCENTAGE OF GROUNDWATER PRODUCED WITHIN THE TOTAL SERVICE AREA OF THE APPLICANT BASED ON TABLE 1. E = 100 % (assumed to be 100% for the life of this agreement). Calculation of Total Annexation Charge due to OCWD: (A) % x (B) x $ (C/D) x (100%) = $ DATE SIGNATURE 12

33 ANNEXATION CHARGE TABLE 1 Percent Groundwater Used Within Service Area of Annexing Purveyor Applicable Percentage 0% % 10% 6.0% % 16% 10.0% % 25% 15.0% % 30% 20.0% % 40% 25.0% % 48% 30.0% % 55% 35.0% % 64% 40.0% % 72% 45.0% % 80% 50.0% % 100% Percentage shall always be 100% 13

34 EXHIBIT E Annexation Charge Sample Calculation To be completed and submitted to OCWD no later than December 15, 2012 with payment due no later than January 15, 2013 The Annexation Charge Formula = A x B x C/D x E for Water Year A. THE BASIN PRODUCTION PERCENTAGE ESTABLISHED BY OCWD DURING THE APPLICABLE WATER YEAR. Basin Production Percentage A = 65 % B. THE GREATER OF EITHER (1) APPLICABLE WATER YEAR TOTAL WATER DEMAND WITHIN THE ANNEXED AREA OR (2) 10% OF THE ULTIMATE ANNUAL TOTAL WATER DEMAND WITHIN THE ANNEXED AREA. TOTAL WATER DEMAND SHALL EXCLUDE WATER DEMAND SERVED THROUGH APPLICANT S NONPOTABLE WATER DISTRIBUTION SYSTEM. 1. Applicable water year total water demand within Annexed Area 6,518 AF 2. Or 10% of the ultimate annual total water demand within Annexed Area AF 3. The greater of line 1 or 2 B = 6,518 AF C. THE ACTUAL AD VALOREM PROPERTY TAX REVENUES COLLECTED, PLUS ANNEXATION FEES PAID TO OCWD FOR LANDS WITHIN THE OCWD BOUNDARIES OTHER THAN THE SUBJECT TERRITORY, PLUS ANY PASS-THROUGH TAX INCREMENTS RECEIVED FROM REDEVELOPMENT AGENCIES WITHIN OCWD (OR THEIR SUCCESSOR AGENCIES), DURING THE APPLICABLE WATER YEAR. PROVIDED, HOWEVER, THAT IN NO EVENT SHALL C BE LESS THAN $19 MILLION FOR THE FIRST 56 YEARS OF THE ANNEXATION AGREEMENT. C = $ 20,335,633 D. THE TOTAL QUANTITY OF GROUNDWATER PRODUCED WITHIN THE BOUNDARIES OF OCWD DURING THE APPLICABLE WATER YEAR. GROUNDWATER PRODUCED SHALL INCLUDE IN-LIEU WATER DELIVERIES. D = 298,317 AF E. THE APPLICABLE PERCENTAGE, BASED UPON THE PERCENTAGE OF GROUNDWATER PRODUCED WITHIN THE TOTAL SERVICE AREA OF THE APPLICANT BASED ON TABLE 1. E = 100 % (assumed to be 100% for the life of this agreement). Calculation of Total Annexation Charge due to OCWD: 65% x 6,518 x ($20,335,633/298,317) x 100% = $288,807 DATE SIGNATURE 14

35 EXHIBIT E (PAGE 2) Annexation Charge Report ANNEXATION CHARGE TABLE 1 Percent Groundwater Used Within Service Area of Annexing Purveyor Applicable Percentage 0% % 10% 6.0% % 16% 10.0% % 25% 15.0% % 30% 20.0% % 40% 25.0% % 48% 30.0% % 55% 35.0% % 64% 40.0% % 72% 45.0% % 80% 50.0% % 100% Percentage shall always be 100% 15

36 EXHIBIT F Methodology for Calculating Total Water Demands within Annexing Area 16

37 "Exhibit E" ORANGECOUNTYLAFCO - IrSu5mit 5yEmall~1 Project Application Form Page 1 of 10 PROJECT APPLICATION F-ORM OF THE ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION Orange County Local Agency Formation Commission 12 Civic Center Plaza, RoolTI..235 Santa Ana, CA (714) <?H)_ (~) This application form is used to initiate the application process to the Orange County Local Agency Formation Commission (LAFCO) for a city or district annexation, reorganization, detachment, or a sphere of influence amendment. LAFCO staff looks forward to assisting you with your project. In addition to the information that you will provide us on this form, LAFCO staff is required to analyze additional data regarding your proposal from our Geographic Information System (GIS) and in-house data base, including, but not limited to: affected agencies, interested agencies, spheres of influence, school districts, land use/zoning, acres of prime agricultural land, and number of dwelling units. A Plan of Services may also be required demonstrating how municipal services will be provided to the affected territory. To assist staff in this effort. a mandatory pre-filin~ meetin~ is required of all applicants so we can fully understand your proiect. It is the applicant's responsibility to set up the pre-filin~ meetin~ by contactin~ the LAFCO offices at (714) and requestin~ an appointment. This application form must be completed prior to the pre-filin~ meetin~. Please fill out this application as completely as possible. If you need assistance, please do not hesitate to contact a LAFCO staff member for guidance. If a question does not apply to your proposal, indicate "N/A". Orange County LAFCO is a "paperless" office. It is important that you list all addresses where indicated on the application. Correspondence, staff reports, resolutions and other LAFCO forms and mailings, whenever possible, will be distributed electronically. (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

38 "Exhibit E" ':[.Project Application Form ",,'" Page 2 of 10 APPLICATION FOR: check all that a EI Annexation to: Orange County Water District o Detachment fro~ I. Reorganization (2 or more changes of organization) of: o Other (explain): I I o *Sphere of Influence Amendment for: 1============================= */f requesting a sphere of influence amendment "only", please answer the following two questions: 1. Why is a sphere of influence amendment needed? INfA C GENERAL DESCRIPTION AND JUSTIFICATION OF PROPOSAL: 2. How would a sphere of influence affect the present and future need for services in the project area? 1. What changes of organization are included? What agencies are involved? Orange County Water District's boundary will expand to include additional areas within the City of Anaheim, Irvine Ranch Water District (lrwd) and Yorba Linda Water District (YLWD) 2. Explain the purpose of each request of change of organization. trhe three annexation applicants with LAFCO approval will be able to provide groundwater supplies to he residents and businesses located in these areas. 3. Explain how the proposal provides more logical boundaries and'or improves the provision of service. trhese three areas are within the OCWD Sphere of Influence line previously established by LAFCO and comply with the OCWD Annexation Policy. (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

39 "Exhibit E" Prpject Application Form Page 3 0/10 4. Does this proposal have 100% consent of all property owners? (If so, please complete Attachment 1.) INfA WHO INITIATED THIS PROPOSAL? Generally, LAFCO proposals may be initiated by a resolution of an affected agency, a city council, special district or by the Board of Supervisors. In addition, a proposal may be initiated by a petition of the affected area's registered voters or landowners. The following is attached to this application form: [J Agency Resolution o Landowner Petition L] Registered Voter Petition LOCATION AND ADDRESS OF PROPERTY: Areas within the City of Anaheim, YLWD and IRWD MAP AND LEGAL DESCRIPTION: A map and legal desaiption of the proposal, even if prepared by a private engineering firm, must be submitted directly to the Orange County Surveyor for review and final approval. An application can be filed with LAFCO without a map and legal, but a proposal cannot be scheduled for LAFCO hearing prior to receipt of a County Surveyor-approved map and legal description. You may contact the County Surveyor at the Resources and Development Management Department, Geomatics/Land Information Systems Division, at (714) Additionally, the map and legal description must meet the State Board of Equalization's requirements. The aoe's "Change of Jurisdictional Boundary" requirements are available for download at Please note, the BOE requires an additional vtinity map that shows the project area in relation to a larger geographic area. A map and legal description has been: o Certified by the County Surveyor and is attached to this application. [J Submitted for review to the County Surveyor. o Other (please explain) (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

40 "Exhibit E" ORANGE COUNTY"LAFC0 Project Application Form Page 4 of 10 DISCLOSURE OF POLITICAL EXPENDITURES: Orange County LAFCO requires applicants to report all expendiures for political purposes related to an application and proceedings to be reported to the Commission's Executive Officer in compliance with Government Code Sections and The following is attached to this application form: o LAFCO Disclosure Form (please complete LAFCO Disclosure of Political Expenditures, Attachment 3); copy of Financial reports and disclosures submitted to FPPC (please attach) 1:1 Please check here if you have no related financial reports or disclosures. INDEMNIFICATION AGREEMENT: LAFCO policy requires that all applicants sign an indemnification agreement (see Attachment 2) which indemnifies LAFCO employees, agents and attorneys in the event of litigation is filed concerning the approval of an application. The following is included with this application form: 1:1 Signed Indemnification Agreement FILING FEES: Applicants are required to pay fees in accordance with OC LAFCO's adopted fee schedule (see Attachment 4) to cover the administrative and staff costs required to evaluate proposals for hearing. Checks must be made payable to: "Orange County LAFCO". The following is included with this application form: EI Check for Filing Fees o Other (explain why Filing Fees not included): CERTIFICATION I certify, under penalty of pe~ury by the laws of the State of California, that the information contained in this application is true and correct. I acknowledge and agree that the Orange County Local Agency Formation Commission is relying on the accuracy of the information provided and my representations in order to process this application proposal. Signature: I L Name: IMike Markus I,---~---~~~--==_. Title: Date: \Gene,al Manage, t (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

41 "Exhibit E" ORANGE COUNTY,:,LAFCO Project Application Form Page 5 of 10 ATTACHMENT 1 Property Owner Consent Form (All legal owners must sign a consent form or submit a letter of signed consent.) I, N/A consent to the annexation/reorganization of my property located at or Assessor Parcel Numbers [agency(ies)). Signature: J==============================~ Date: I I Address: J::::: ===========================================1- City, State, Zip: I ==-----L (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

42 "Exhibit E" ORANGECOUNTYLAFCO Project Application Form Page 6 of 10 ATTACHMENT 2 Indemnification Agreement As part of this application, applicant and real party in interest, if different, agree to defend, indemnify, hold harmless, and lease the Orange County Local Agency Formation Commission, its agents, officers, attorneys, and employees from any claim, action, or proceeding brought against any of them, the purpose of which is to attack, set aside, void, or annul the approval of this application or adoption of the environmental document which accompanies it. This indemnification obligation shall include, but not be limited to, damages, costs, expenses, attorney fees, or expert witness fees that may be asserted by any person or entity, including the applicant, arising out of or in connection with the approval of this application, whether or not there is concurrent passive or active negligence on the part of the Orange County Local Agency Formation Commission, its agents, officers, attorneys, or employees. Executed at IFountainValley I. California on the I I day of I~ 12D. APPLICANT By: MikeMarkus Title: GeneralManager Mailing Address: IOCWD,18700 Ward Street, Founnl REAL PARTY IN INTEREST (if different from Applicant) Tltlel_, By ~ame. ===:..' I _ Mailing Address: 1 l (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

43 "Exhibit E" ORANGE COUNTY LAFCO Project Applicatioll Form Page 7 of 10 ATTACHMENT 3 LAFCO Disclosure of Political Expenditures Effective January 1, 2008, political expenditures related to a proposal for a change of organization or reorganization that will be or has been submitted to LAFCO are subject to the reporting and disclosure requirements of the Political Reform Act of 1974 and the Cortese-Knox-Hertzberg Act of2000. Please carefully read Ihe followil/g il/formaliol/lo delermil/e if reporling a/l(/ disclo.m re provi.~ions apply 10you. Any person or combination of persons who, for political purposes, directly or indirectly contributes $1,000 or more, or expends $1,000 or more in support of, or in opposition to a proposal for a change of organization or reorganization that will be submitted to the Commission, shall disclose and report the contribution to the Commission pursuant to the requirements of the Political Reform Act of 1974 (Government Code Section et seq.) as provided for local initiative measures, and Section of the Cortese-Knox-Hertzberg Act of2000. Pursuant to Government Code Section 57009, any person or combination of persons who directly or indirectly contributes $1,000 or more, or expends $1,000 or more in support of, or in opposition to, the conducting authority proceedings for a change of organization or reorganization, must comply with the disclosure requirements of the Political Reform Act of 1974, (Government Code section et seq.). Applicable reports must be filed with the Secretary of the State and the appropriate city or county clerk. Copies of the report must also be filed with the Orange County Executive 0 fficer. Evaluation Checklist for Disclosure of Political Expenditures The following checklist is provided to assist you in determining if the requirements of Government Code Sections et seq. apply to you. For further assistance contact the Fair Political Practices Commission at 428 J Street, Suite 450, Sacramento, CA 95814, (866) or at I. Have you directly or indirectly made a contribution or expenditure of $1,000 or more related to the support or opposition of a proposal that has been or will be submitted to LAFCO? a Yes ~ No Date of contribution Amount $ Name! Ref. No of LAFCO Proposal _ Date proposal was submitted to LAFCO _ 2. Have you, in combination with other person(s), directly or indirectly contributed or expended $1,000 or more related to the support or opposition of a proposal that has been or will be submitted to LAFCO? DYes ~ No Date ofcontribution Amount $ Name! Ref. No oflafco Proposal _ Date proposal was submitted to LAFCO _ 3. If you filed a report in accordance with FPPC requirements, has a copy of the report been filed with Orange County LAFCO? DYes D No (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

44 "Exhibit E" ORANGE COUNTY LAFCO Project Application Form Page 8 of 10 ATTACHMENT 4 ORANGE COUNTY LOCAL AGENCY FORMATION SCHEDULE OF FILING AND PROCESSING COMMISSION FEES Effective 2/13/2013 LEGAL AUTHORITY: (Government Code Section 56383) PROVISIONS I. Each application or petition to LAFCO must be accompanied by payment of the Administrative Fee and the Initial Deposit set forth below. The administrative fee covers routine office procedures including file setup, preliminary project review, and issuance of a status letter and preliminary staff report. _All additional LAFCO staff time and legal counsel time spent on the proposal shall be billed to the applicant or petitioner at the hourly rates set forth below, and shall be paid from the initial deposit. If the hourly charges exceed the amount of the deposit, the applicant or petitioner shall pay the excess within 15 days of receipt of a statement from LAFCO. Failure to pay may be cause for denial of the application/petition, and no proceeding or proposal shall be completed until all fees due have been paid in full. The Executive Officer may require an additional deposit from applicants to cover actual costs for review and processing of any application where the Executive Officer determines the project is extraordinary in scope and that the processing of the proposal will require advice and counsel from LAFCO's General Counsel beyond routine review of the Executive Officer's report, Commission resolutions, and agenda materials. 2. A written request for a waiver of the fees and/or deposits for staff time, specifying the reason for the request, may be submitted to LAFCO prior to submission of an application or prior to submission of additional funds. The request will be considered at the next regular meeting of the Commission. For detailed information on fee waivers and refunds, see the Commission's "Fee Waiver and Refund Policy." 3. The Executive Officer may waive the fees and/or deposits for additional staff time for any proposal submitted if approved by the LAFCO Commission. 4. As a condition of approval of any change of organization, sphere of influence or municipal service review by the Local Agency Formation Commission (LAFCO), the applicant(s) and real party(ies) in interest are required to defend, indemnify, hold harmless, and release LAFCO and its agents, officers, attorneys, and employees from any claim, action, or proceeding against LAFCO, and its agents, officers, attorneys, and employees to attack, set aside, void, or annul the approval of LAFCO concerning the proposal or any action relating to, or arising out of, such approval. In accordance with (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

45 "Exhibit E" ORANGECOUNTYLAFCO Project Application Form Page 9 of 10 the Commission's Policy for Indemnification of LAFCO by Applicants (adopted March 8, 2000), the applicant(s) and real party (ies) in interest are required to submit a signed indemnification agreement as part of the application. LAFCO reserves the right to require reimbursement for additional expenses not listed but incurred as a result of processing a proposal. 5. If the Commission approves an out of agency service agreement, and an application for annexation of that territory is filed and approved by the Commission within one year, LAFCO shall reduce the administrative filing fee and initial deposit for the annexation application by 50%. After one year from LAFCO approval of an out of area service agreement, the applicant will be required to pay the full application processing fee (including administrative fee and initial deposit) for the annexation. ORANGE COUNTY LAFCO FEE SCHEDULE TYPE OF ACTIONREQUIRED ADMINISTRATIVE $1,600 $2,000 $4,000 $2,300 $6,300 $8,300 $3,000 $7,900 $5,600 $3,900 $4,600 PAYMENT INITIAL TOT INITIAL DEPOSIT One annexation) Change changes organization) Activation Consolidations incorporations Out-of Subsidiary City Sphere Reorganizations District Establishment Change Agency of Formations ofinfluence District with and a lor Latent (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

46 "Exhibit E" ORANGECOUNTYLAFCO Project Application Form Page 10 of 10 iption) ance cler ation ht mental ia Costs Legal Act Packet meeting) State Service Costs with Fees Counsel TYPE OF ACTIONREQUIRED ADMINISTRATIVE Department $0.25 Audio documentation, their $1,600 (NOD) latest $250/year Actual $6,300 $500 $3,200 $7,900 $1,000 PAYMENT INITIAL TOTlatestfee per Tape costs. Costs range schedule. page (hard INITIAL DEPOSIT $15.00 of (Payable (May from reproductions schedule. Fish actual copy) $965 include and LAFCO consultant to Game LAFCO Actual Government to the LAFCO $2.839 State filinf!. $0.25 Cost collects costs Board (effective stajjtime prior fees (Based Code per and for prior of page tosection appropriate Equalization Januarv Notices submittal totoftlink noticing prepare 56661) ) to Determination of jilingfees. required environmental State and based proposal) based unless Board bytheir on of f]roiect Equalization) Consultants Agenda State and/or Public Request resoonsibilitv Influence Proceedings Board Noticing Sphere will Packet for Update have Municipal of of and the "nooroiect effect" orooonent.) on fish and wildlife. These fees are the LAFCO TIME BILLING RATES LAFCO Staff Rate LAFCO Le{!al Counsel Rate Administrative fees cover initial project meetings, pre-filing meetings, file set up, and preparation and distribution of the preliminary staff report. (The information contained in this application may be subject to disclosure under the California Public Records Act Government Code Section 6250 et seq.)

47 Draft - Exhibit F LAFCO Plan for Services Document Orange County Water District (District) manages the groundwater basin located under the northwesterly half of Orange County. The District can be thought of as a groundwater wholesaler. The City of Anaheim, Irvine Ranch Water District (IRWD) and the Yorba Linda Water District (YLWD) are members of the District. However these three applicants also have lands that are located outside of the District s current boundaries. With annexation these lands would fall under the groundwater management programs of the District. Generally speaking these areas do not overlie any viable and sustainable groundwater aquifers. Any attempt to drill a large groundwater production well to access groundwater would have a high chance of failure. However rainfall runoff from these lands drain into the groundwater basin providing a source of water to annually assist in recharging the basin. For this reason these areas are eligible to annex into the District. Cities and retail water districts that pump or produce groundwater are frequently referred to as Producers. The District has nineteen Producers within its boundaries which includes the three annexation applicants. The Producers purchase groundwater from the District and imported water from the Municipal Water District of Orange County. The Producers are responsible for constructing, operating and maintaining the necessary retail infrastructure to serve the residents and businesses within their service territories. The District has a Replenishment Assessment (RA) and Additional Replenishment Assessment (ARA) for groundwater production. Both are annually set in April. All Producers pumping groundwater must pay the RA. The fiscal year RA is $138/acre-foot. The fiscal year ARA is also $138/acre-foot. Agricultural groundwater production is exempt from paying the ARA. Any non-agricultural Producer pumping groundwater would pay a total of $276/acre-foot. The District also annually establishes a Basin Production Percentage (BPP). In general terms the BPP is groundwater pumping divided by total water demands. The District Act defines the BPP as the ratio that all water to be produced from groundwater supplies within the District bears to all water produced by persons and operators within the District from supplemental sources and from groundwater within the District. The fiscal year BPP is 70%. H:\Document\SUBMIT AGENDA\2013\10.October\OCT-2.BRD\05.B.12.Annexation Resolution Exhibit F - Plan of Service.docx

48 The Basin Equity Assessment (BEA) is an additional charge incurred by any Producer who chooses to pump above the BPP. The BEA is annually calculated for each Producer and is generally established at a rate that causes any groundwater pumped above the BPP to be equivalent to the cost of imported water. The proceeds of the BEA per the District Act shall be used to equalize the cost of water to all persons and operators within the District and to acquire water to replenish the groundwater supplies of the District. The average fiscal year BEA is $602/acre-foot. The City of Anaheim, IRWD and YLWD are currently or plan to serve water to these annexed areas. The IRWD and YLWD areas are about 90% developed and the necessary retail water infrastructure necessary to deliver water has been constructed. The City of Anaheim area has not been developed. Entitlements and regulatory approvals by the land owner have been received. Streets and necessary infrastructure including water facilities have been designed for this area but not constructed. Annexing these areas into the District provides two advantages to the annexation applicants. First, groundwater can be served to these areas. However this depends upon the location of groundwater wells pumping into the distribution systems and the locations of connections to the imported water system. Groundwater may or may not actually make its way into the water distribution system servicing these areas. If there are no groundwater wells near these areas then groundwater may not actually be served. The second benefit is that the total water demands of these areas will now be included in the total water demands each applicant has within the boundaries of the District. The District annually determines how much groundwater a retail water agency can produce and pay the RA and ARA by taking their total water demands and multiplying this amount by the BPP. By annexing these additional areas into the District, the annexation applicants can now pump more groundwater at the RA and ARA rate. As previously mentioned groundwater may not be served to the areas being annexed. However other areas within the applicant s water system will receive a higher percentage of groundwater as compared with imported water. H:\Document\SUBMIT AGENDA\2013\10.October\OCT-2.BRD\05.B.12.Annexation Resolution Exhibit F - Plan of Service.docx

49 RBF Consulting Alton Parkway Irvine, California September 20, 2013 EXHIBIT A PN Page 1 of 11 LEGAL DESCRIPTION ANNEXATION NO. RO TO THE ORANGE COUNTY WATER DISTRICT (OCWD ANNEXATION NO ) PARCEL 1 That certain parcel of land situated in the City of Newport Beach, County of Orange, State of California, being that portion of Block 51 of Irvine s Subdivision as shown on a map thereof filed in Book 1, Page 88 of Miscellaneous Record Maps in said Office of the Orange County Recorder, included within Irvine Ranch Water District, described as follows: COMMENCING at Orange County Surveyor s Horizontal Control Station GPS No. 6175R1", having a coordinate value (U.S. Survey Foot) of North and East based upon the California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No , filed in Book 150, Pages 10 through 23 of Record of Surveys in the Office of the County Recorder of said Orange County; thence South 43 19'31" West feet ( feet grid) to the intersection with the northeasterly line of said Block 51 with the northwesterly line of the City of Newport Beach as established by Ordinance No. 837, approved by the City Council of Newport Beach on October 28, 1957; also, the northwesterly line of the Annexation of a Portion of the City of Newport Beach and adjoining territories to the Orange County Water District dated August 20, 1986 (OCWD Doc R ), said point being the TRUE POINT OF BEGINNING; thence along said northwesterly line of OCWD Doc R through its various courses in a general southwesterly, northwesterly, southwesterly, northwesterly, southwesterly and northwesterly direction to the existing general southwesterly line of OCWD per aforementioned map on file in the Office of the Orange County Surveyor; thence along said general southwesterly line North 40 00'00" East feet to an angle point therein, said angle point being in the northeasterly line of said Block 51; thence along said northeasterly line, continuing along said existing general southwesterly line South 50 00'00" East feet to the TRUE POINT OF BEGINNING. CONTAINING: Acres, more or less. Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by

50 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 2 of 11 (OCWD Annexation No ) Exhibit A PARCEL 2 That certain parcel of land situated in the City of Newport Beach, County of Orange, State of California, being all of the land as described in Annexation No. 20 to Irvine Ranch Water District, the most northerly corner of said parcel bears South 04 45'52" East feet ( feet grid) from Orange County Surveyor s Horizontal Control Station GPS No. 6175R1 having a coordinate value (U.S. Survey Foot) of North and East based upon California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No filed in Book 150, Pages 10 through 23 of Record of Surveys in the Office of the County Recorder of said Orange County. CONTAINING: Acres, more or less. Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by PARCEL 3 That certain parcel of land situated partially in the City of Newport Beach and City of Irvine, County of Orange, State of California, being those portions of Blocks 97, 98, 124, 125, 126, 127, 128, 129, 135, 136, 137 and 138 of Irvine s Subdivision as shown on a map thereof filed in Book 1, Page 88 of Miscellaneous Record Maps in said Office of the Orange County Recorder, included within Irvine Ranch Water District, described as follows: COMMENCING at Orange County Surveyor s Horizontal Control Station GPS No. TRAK", having a coordinate value (U.S. Survey Foot) of North and East based upon the California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No , filed in Book 143, Pages 30 through 35 of Record of Surveys in the Office of the County Recorder of said Orange County; thence South 87 05'40" West feet ( feet grid) to an angle point between the general existing southwesterly and southeasterly boundary lines of the Formation of Orange County Water District as shown on the map of Orange County Water District Annexations on file in the Office of the Orange County Surveyor and being the TRUE POINT OF BEGINNING; thence along said Orange County Water District Formation, also being southeasterly lines of Blocks 98, 99, 100 and 101, and southwesterly line of Block 125 of said Irvine s Subdivision North 40 41'13" East feet thence South 49 18'47" East feet; thence leaving said block line, continuing along said Orange County Water District Formation through the following courses: H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

51 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 3 of 11 (OCWD Annexation No ) Exhibit A North 40 41'13" East feet; thence South 45 19'41" East feet; thence South 40 56'32" West feet; thence South 49 41'15" East feet; thence South 40 41'13" West feet; thence South 49 18'47" East feet; thence leaving said Orange County Water District Formation South 12 31'02" West feet; thence South 57 18'23" West feet; thence South 43 55'36" West feet; thence South 68 26'55" West feet; thence North 51 59'59" West feet; thence North 81 17'52" West feet; thence North 38 32'02" West feet; thence North 88 37'14" West feet; thence South 19 45'08" West feet; thence South 65 31'33" West feet; thence North 87 35'18" West feet; thence South 58 23'45" West feet; thence South 45 05'00" West feet; thence South 55 57'00" West feet; thence South 18 39'00" West feet; thence South 40 00'00" West feet; thence South 89 16'00" West feet; thence South 69 49'00" West feet to a point in the existing general southwesterly boundary line of Irvine Ranch Water District as created by Detachment No. 8 from the Irvine Ranch Water District said point being in that certain course described as having a bearing and distance of North 13 30'09" West feet in said Detachment No. 8, distant thereon North 13 30'09" West feet from the southeasterly terminus of said course; thence along said existing general southwesterly boundary line of Irvine Ranch Water District as created by said Detachment No. 8, by Detachment No. 9 from Irvine Ranch Water District, by Detachment No. 12 from Irvine Ranch Water District, said Detachment No. 9 and by the Formation of Irvine Ranch Water District through its various courses in a general northerly, northwesterly and northeasterly direction to a point in said existing general southwesterly boundary line of Formation of the Orange County Water District, said point being an angle point in said Formation of IRWD on the northwesterly line of said Block 98, distant thereon North 40 00'00" East feet from the most westerly corner thereof; thence along said existing general southwesterly boundary line of Formation of the Orange County Water District South 49 21'30" East feet to the TRUE POINT OF BEGINNING. CONTAINING: Acres, more or less. H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

52 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 4 of 11 (OCWD Annexation No ) Exhibit A Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by PARCEL 4 That certain parcel of land situated in the City of Irvine, County of Orange, State of California, being those portions of Blocks 156, 157, 171, 172, 173 and 174 of Irvine s Subdivision as shown on a map thereof filed in Book 1, Page 88 of Miscellaneous Record Maps in said Office of the Orange County Recorder, included within Irvine Ranch Water District, described as follows: COMMENCING at Orange County Surveyor s Horizontal Control Station GPS No. 6500", having a coordinate value (U.S. Survey Foot) of North and East based upon the California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No , filed in Book 150, Pages 24 through 35 of Record of Surveys in the Office of the County Recorder of said Orange County; thence South 18 43'53" West feet ( feet grid) to the northeasterly terminus of that certain course in the general southeasterly line of Parcel 2 recorded July 12, 2005 as Instrument No of Official Records in the Office of the County Recorder of said Orange County, said course shown as North 40 35'25" East feet on Record of Survey No , filed in Book 225, Pages 29 through 42 of Record of Surveys in the Office of the County Recorder of said Orange County and the TRUE POINT OF BEGINNING; thence along said general southeasterly line of Parcel 2 as shown on said Record of Survey through the following courses: South 40 40'02" West feet; thence South 67 54'09" West feet; thence South 40 38'49" West feet; thence South 49 20'30" East feet; thence South 40 39'30" West feet to the beginning of a tangent curve concave easterly and having a radius of feet; thence along said curve southerly and southeasterly feet through a central angle of 90 00'26"; thence tangent from said curve South 49 20'56" East feet to an angle point therein; thence continuing along said general southeasterly line and its southwesterly prolongation South 40 39'32" West feet to the general northeasterly line of Parcel 3A-1 as described in that certain Quitclaim Deed recorded July 12, 2005 as Instrument No of Official Records in the Office of the County Recorder of said Orange County; thence along the general northeasterly, southeasterly, and northwesterly lines of said Parcel 3 and the general easterly and southwesterly lines of Parcel 4 as described in that certain Quitclaim Deed recorded July 12, 2005 as Instrument No of Official Records in the Office H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

53 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 5 of 11 (OCWD Annexation No ) Exhibit A of the County Recorder of said Orange County, all as shown on said Record of Survey No through the following courses: thence South 49 20'18" East feet; thence South 55 30'00" West feet to the beginning of a tangent curve concave northwesterly and having a radius of feet; thence along said curve southwesterly feet through a central angle of 10 09'35"; thence radially from said curve South 24 20'25" East feet; thence South 42 34'48" West feet to the beginning of a tangent curve concave northwesterly and having a radius of feet; thence along said curve southwesterly feet through a central angle of 02 56'00"; thence non-tangent from said curve North 84 39'47" West feet; thence South 51 09'42" West feet; thence South 38 56'24" East 6.57 feet; thence South 02 49'08" West feet; thence South 40 47'01" East feet; thence South 84 23'22" East feet to a point on a non-tangent curve concave northeasterly and having a radius of feet, a radial line of said curve from said point bears North 47 28'28" East; thence along said curve southeasterly feet through a central angle of 06 03'23"; thence radially from said curve South 41 25'05" West feet; thence South 00 39'33" West feet; thence South 41 30'00" East feet; thence South 33 11'01" West feet; thence South 00 39'33" West feet; thence North 85 20'42" West feet; thence South 00 39'33" West feet to a point on a non-tangent curve concave southeasterly and having a radius of feet, a radial line of said curve from said point bears South 24 43'05" East; thence along said curve southwesterly feet through a central angle of 64 37'22"; thence tangent from said curve South 00 39'33" West feet to the beginning of a tangent curve concave easterly and having a radius of feet; thence along said curve southerly feet through a central angle of 17 43'50" to an intersection with a non-tangent curve concave northeasterly and having a radius of feet, a radial line of said curve from said intersection bears North 47 43'28" East; thence along said curve northwesterly feet through a central angle of 08 46'04"; thence non-tangent from said curve North 28 16'11" West feet; thence North 32 20'05" West feet; thence North 31 55'57" West feet; thence North 58 37'33" East feet; thence North 27 27'57" West feet to the beginning of a tangent curve concave northeasterly and having a radius of feet; thence along said curve northerly feet through a central angle of 32 07'00"; thence tangent from said curve North 04 39'03" East feet; thence South 88 21'06" East feet; H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

54 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 6 of 11 (OCWD Annexation No ) Exhibit A thence North 04 38'58" East feet; thence North 85 21'02" West feet; thence North 04 38'58" East feet; thence South 85 21'02" East feet; thence North 04 38'58" East feet; thence North 80 29'02" West feet; thence North 04 38'50" East feet; thence North 80 29'02" West feet; thence North 84 45'40" West feet; thence North 80 28'49" West feet to the beginning of a tangent curve concave northeasterly and having a radius of feet; thence along said curve northwesterly feet through a central angle of 42 08'49"; thence tangent from said curve North 38 20'00" West feet to a point on a non-tangent curve concave northeasterly and having a radius of feet, a radial line of said curve from said point bears North 56 51'32" East; thence along said curve northwesterly feet through a central angle of 02 16'07"; thence tangent from said curve North 30 52'21" West feet; thence North 24 13'05" West feet; thence North 33 52'58" West feet; thence North 28 55'06" West feet; thence North 26 50'06" West feet to the beginning of a tangent curve concave southwesterly and having a radius of feet; thence along said curve northwesterly feet through a central angle of 15 59'54"; thence tangent from said curve North 42 50'00" West feet; thence North 39 25'00" West feet; thence North 62 43'34" West feet; thence North 57 10'12" East feet; thence North 05 37'01" West feet; thence North 05 36'08" East ; thence North 40 24'13" East feet to a point on a non-tangent curve concave northeasterly and having a radius of feet, a radial line of said curve from said point bears North 40 24'26" East; thence along said curve northwesterly feet through a central angle of 30 27'58"; thence non-tangent from said curve North 40 39'39" East feet; thence North 49 20'21" West feet; thence North 40 39'39" East feet to the most northerly corner of said Parcel 3A-1, said corner also being on a line parallel with and feet southwesterly of the northeasterly line of said Block 156; thence leaving said general northwesterly line of Parcel 3A-1, along said parallel line North 49 20'21" West feet to the general existing southeasterly boundary line of the Formation of Orange County Water District as shown on the map of Orange County Water District Annexations on file in the Office of the Orange County Surveyor; thence along said general existing southeasterly boundary line of the Formation of Orange County Water District South 40 41'13" West feet to the general northeasterly boundary H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

55 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 7 of 11 (OCWD Annexation No ) Exhibit A line of Parcel Map filed in Book 102, Pages 30 and 31 of Parcel Maps in the Office of the County Recorder of said Orange County; thence along the general northeasterly and southeasterly boundary lines of said Parcel Map South 24 49'33" East feet and South 40 37'45" West feet to a point in the general northeasterly line of that parcel of land described in Grant Deed recorded April 27, 1972 in Book 10247, Page 703 of Official Records in the Office of the County Recorder of said Orange County, said point also being on a non-tangent curve concave southwesterly and having a radius of feet, a radial line of said curve from said point bears South 43 47'10" West; thence along the general northeasterly line of said Grant Deed through the following courses: along said curve southeasterly feet through a central angle of 03 36'37"; thence tangent from said curve South 42 36'13" East feet to the beginning of a tangent curve concave northeasterly and having a radius of feet; thence along said curve southeasterly feet through a central angle of 38 29'46"; thence tangent from said curve South 81 05'59" East feet; thence leaving said general northeasterly line South 16 50'29" West feet to the existing southeasterly boundary of Formation of Irvine Ranch Water District; thence along said existing southeasterly boundary of Formation of Irvine Ranch Water District South 81 05'59" East feet to the most southerly corner of said Block 171; thence along the southeasterly lines of said Blocks 171, 172, 173, and 174 North 25 04'20" East feet and North 36 03'26" East feet to the most easterly corner of Parcel 6 as shown on Parcel Map No , filed in Book 205, Pages 1 through 10 of Parcel Maps in the Office of the County Recorder of said Orange County; thence along the northeasterly lines of Parcels 6 through 13 of said Parcel Map No and the northwesterly prolongation thereof North 49 16'23" West feet to said general southeasterly line of Parcel 2 of Instrument No ; thence along said Parcel 2 as shown on said Record of Survey No South 41 17'38" West feet to the beginning of a tangent curve concave northwesterly and having a radius of feet; thence continuing along said Parcel 2 and said curve westerly feet through a central angle of 54 00'38" to the TRUE POINT OF BEGINNING CONTAINING: Acres, more or less. Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by PARCEL 5 That certain parcel of land situated in the City of Irvine, County of Orange, State of California, being those portions of Blocks 82 and 107 of Irvine s Subdivision as shown on a map thereof H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

56 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 8 of 11 (OCWD Annexation No ) Exhibit A filed in Book 1, Page 88 of Miscellaneous Record Maps in said Office of the Orange County Recorder, included within Irvine Ranch Water District, described as follows: COMMENCING at Orange County Surveyor s Horizontal Control Station GPS No. 6511", having a coordinate value (U.S. Survey Foot) of North and East based upon the California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No , filed in Book 150, Pages 24 through 35 of Record of Surveys in the Office of the County Recorder of said Orange County; thence South 26 36'56" East feet ( feet grid) to the intersection of the general existing northeasterly boundary of the Formation of Orange County Water District as shown on the map of Orange County Water District Annexations on file in the Office of the Orange County Surveyor, also being the southwesterly line of said Block 82, with the centerline of Portola Parkway as shown on Record of Survey No , filed in Book 204, Pages 18 through 32 of Record of Surveys in the Office of the County Recorder of said Orange County and being the TRUE POINT OF BEGINNING, said point being on a non-tangent curve concave northeasterly and having a radius of feet, a radial line of said curve from said point bears North 20 05'41" East; thence along said the centerline of said Portola Parkway through the following courses: along said curve easterly feet through a central angle of 08 04'56"; thence tangent from said curve South 77 59'15" East feet to the beginning of a tangent curve concave southwesterly and having a radius of feet; thence along said curve easterly feet through a central angle of 15 16'40"; thence tangent from said curve South 62 42'35" East feet to the beginning of a tangent curve concave southwesterly and having a radius of feet; thence along said curve southeasterly feet through a central angle of 34 27'59"; thence tangent from said curve South 28 14'36" East feet to the beginning of a tangent curve concave northeasterly and having a radius of feet; thence along said curve southeasterly feet through a central angle of 20 42'13"; thence tangent from said curve South 48 56'49" East feet to the beginning of a tangent curve concave southwesterly and having a radius of feet; thence along said curve southeasterly feet through a central angle of 29 49'34" to said general northeasterly boundary of the Formation of Orange County Water District, also being the southwesterly line of said Block 107; thence along said general northeasterly boundary of the Formation of Orange County Water District and said southwesterly lines of Block 107 and 102, non-tangent from said curve North 49 18'47" West feet to the TRUE POINT OF BEGINNING. CONTAINING: Acres, more or less. Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

57 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 9 of 11 (OCWD Annexation No ) Exhibit A PARCEL 6 That certain parcel of land situated in the City of Tustin, County of Orange, State of California, being those portions of Blocks 41 and 42 of Irvine s Subdivision as shown on a map thereof filed in Book 1, Page 88 of Miscellaneous Record Maps in said Office of the Orange County Recorder, included within Irvine Ranch Water District, described as follows: COMMENCING at Orange County Surveyor s Horizontal Control Station GPS No. 6511", having a coordinate value (U.S. Survey Foot) of North and East based upon the California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No , filed in Book 150, Pages 24 through 35 of Record of Surveys in the Office of the County Recorder of said Orange County; thence North 05 58'50" West feet ( feet grid) to an angle point the general northeasterly boundary of the Formation of Orange County Water District as shown on the map of Orange County Water District Annexations on file in the Office of the Orange County Surveyor and being the TRUE POINT OF BEGINNING; thence along said general existing northeasterly boundary of Formation of Orange County Water District through the following courses: South 40 41'13" West feet; thence North 49 18'47" West feet; thence North 40 41'13" East feet; thence North 49 18'47" West feet to the general northwesterly boundary line of Tract No as shown on a map thereof filed in Book 644, Pages 1 through 20 of Miscellaneous Maps in the Office of the County Recorder of said Orange County; thence leaving said general existing northeasterly boundary of the Formation of Orange County Water District, along said general northwesterly boundary line of Tract No North 60 00'00" East feet and North 27 00'00" East feet to an angle point therein; thence along the general northeasterly boundary line of said Tract No and southeasterly prolongation thereof South 68 00'30" East feet to the centerline of Jamboree Road as shown on said Tract No ; thence along said centerline of Jamboree Road through the following courses: South 14 16'40" West feet to the beginning of a tangent curve concave easterly and having a radius of feet; thence along said curve southerly feet through a central angle of 14 37'55"; thence tangent from said curve South 00 21'15" East feet to the beginning of a tangent curve concave northwesterly and having a radius of feet; thence along said curve southerly feet through a central angle of 41 51'21"; thence tangent from said curve South 41 30'06" West feet to the beginning of a tangent curve concave southeasterly and having a radius of feet; thence along said curve southwesterly feet through a central angle of 25 21'21"; thence tangent from said curve South 16 08'45" West feet to the beginning of a tangent curve concave southeasterly and having a radius of feet; H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

58 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 10 of 11 (OCWD Annexation No ) Exhibit A thence along said curve southerly feet through a central angle of 04 47'25" to said general existing northeasterly boundary of the Formation of Orange County Water District; thence leaving said centerline, along said existing northeasterly boundary of the Formation of Orange County Water District and non-tangent from said curve North 49 18'47" West feet to the TRUE POINT OF BEGINNING. CONTAINING: Acres, more or less. Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by PARCEL 7 That certain parcel of land situated in the City of Irvine, County of Orange, State of California, being those portions of Block 66 of Irvine s Subdivision as shown on a map thereof filed in Book 1, Page 88 of Miscellaneous Record Maps in said Office of the Orange County Recorder, included within Irvine Ranch Water District, described as follows: COMMENCING at Orange County Surveyor s Horizontal Control Station GPS No. 6511", having a coordinate value (U.S. Survey Foot) of North and East based upon the California Coordinate System (CCS83), Zone VI 1983 NAD ( epoch O.C.S. GPS adjustment) as shown on Record of Survey No , filed in Book 150, Pages 24 through 35 of Record of Surveys in the Office of the County Recorder of said Orange County; thence South 20 25'09" East feet ( feet grid) to an angle point the general northeasterly boundary of the Formation of Orange County Water District as shown on the map of Orange County Water District Annexations on file in the Office of the Orange County Surveyor and being the TRUE POINT OF BEGINNING; thence along said general existing northeasterly boundary of Formation of Orange County Water District South 49 18'47" East feet to the general northeasterly line of Lot CCC of Tract No as shown on a map thereof filed in Book 891, Pages 1 through 53 of Miscellaneous Maps in the Office of the County Recorder of said Orange County; thence along said general northeasterly line of Lot CCC as shown on Tract No through the following courses: North 12 17'51" West feet; thence North 48 11'57" West feet; thence North 06 46'52" West feet to the beginning of a tangent curve concave easterly and having a radius of feet; thence along said curve northerly feet through a central angle of 22 00'28" to a point of reverse curvature with a curve concave southwesterly and having a radius of feet, a radial line of said curve from said point bears North 74 46'24" West; thence along said curve northerly feet through a central angle of 65 18'16"; H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

59 RBF Consulting September 20, 2013 Annexation No. RO PN to the Orange County Water District Page 11 of 11 (OCWD Annexation No ) Exhibit A thence tangent from said curve North 50 04'40" West feet; thence North 84 58'04" West 7.63 feet; thence North 47 53'53" West feet; thence North 48 33'10" West feet; thence North 50 53'44" West feet; thence North 81 30'35" West 8.11 feet; thence North 50 19'27" West feet; thence leaving said the northeasterly line of Lot CCC, along said general existing northeasterly boundary of Formation of Orange County Water District said South 40 41'13" West feet to the TRUE POINT OF BEGINNING. CONTAINING: 1.80 Acres, more or less. Unless otherwise noted, all bearings and distances in this parcel are ground measurements. To obtain the grid distance based on the California Coordinate System, (CCS83) Zone IV NAD 1983 ( epoch O.C.S. GPS Adjustment), from the Point of Commencement to the TRUE POINT OF BEGINNING, multiply the ground distance by SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXHIBIT B attached and by this reference made a part hereof. Prepared by me or under my direct supervision. Kurt R. Troxell, L.S /20/2013 H:\pdata\137086\Admin\Legals\OCWD\ lgl-ocwd.docx

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66 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 5 Those parcels of land situated in the City of Yorba Linda County of Orange, State of 6 California, described as follows: 7 8 PARCEL 1 9 Beginning at an angle point in the existing boundary of the Yorba Linda County Water 10 District (Y.L.C.W.D.) as established per the Formation of said District, and Reorganization 11 No said District, said angle point being the easterly terminus of the certain course 12 described as thence Easterly along said Westerly prolongation and along the Northerly line of 13 Blocks 11 and 10 Yorba Linda Tract to a point of the West line of Ohio Street, feet in 14 width as now laid out in said Formation and a point that is North 89º41 12 West, feet 15 from the most Southeasterly corner of said Reorganization No ; 16 Thence along said existing YLCWD boundary per said Reorganization No , South 17 89º41 12 East, feet to the centerline of said Ohio Street and Southerly terminus of that 18 certain course as North 25º11 36 East, feet on the Westerly line of said Parcel Map 19 No ; 20 Thence continuing along said existing boundary per said Reorganization and following 21 along the boundary line of said Parcel Map through the following described courses: North 22 25º11 36 East, feet; 23 Thence North 01º16 32 East, feet; 24 Thence leaving said existing YLCWD boundary and continuing along said Parcel Map 25 boundary South 88º24 07 East, feet to a point in said existing YLCWD boundary as 26 established by Parcel 3 of Annexation No.78-1 to said district, said point being North 01º East, from the Southwesterly corner of said Parcel 3 of Annexation No ; 1 of 10

67 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 Thence along the existing District boundary per last mentioned annexation and per 5 Annexation No to said district and continuing along said Parcel Map boundary the 6 following courses: South 01º29 35 West, feet; 7 Thence North 89º53 35 West, feet to the most northwesterly corner of said 8 Annexation No ; 9 Thence leaving said District boundary and continuing along said Parcel Map boundary the 10 following courses: North 89º40 21 West, feet; 11 Thence South 00º08 10 West, feet; 12 Thence North 89º41 12 West, feet; 13 Thence South 00º08 10 West, feet to a point on said existing boundary of the 14 YLWD as established per said Formation, said point being South 89º41 12 East, feet, 15 more or less from the westerly terminus of the that certain course described as thence Easterly 16 along said Westerly prolongation and along the northerly line of Blocks 9 and 8 of said Yorba 17 Linda Tract to the Northeast corner of said Block 8 ; 18 Thence following along said existing YLCWD boundary line and continuing along said 19 Parcel Map boundary North 89º41 12 West, feet; 20 Thence leaving said Parcel Map boundary, and continuing along said existing district 21 boundary the following courses: North 89º41 12 West, feet; 22 Thence North 00º06 20 East, feet to the Point of Beginning. 23 The above described parcel of land contains acres, more or less of 10

68 1 2 3 EXHIBIT A-3 Annexation Agreement between OCWD and YLWD regarding Annexation to OCWD 4 5 PARCEL 2 6 Beginning at an angle point in the existing boundary of the Yorba Linda Water District 7 (Y.L.W.D). as created by Annexation No. DA to said District, said angle point being the 8 most southeasterly corner and the southeasterly terminus of that certain course shown as South West, feet in said annexation, a tie to said angle point bears South East, feet from the Orange County Surveyor s Horizontal Control Station 11 GPS No. 5188, having a coordinate value (U.S. Survey foot) of North and East , based upon the California Coordinate System CCS83, Zone VI, epoch 13 OCS adjustment, as filed in the Office of the Orange County Surveyor, 14 Thence, along said existing boundary line of the YLWD, as established by the following 15 annexations to said district; Annexation No. DA 01-21, Annexation No. 77-2, 16 Annexation No. 72-4, Annexation No. 77-2, Annexation No. 68-1, Annexation No and Annexation No in a generally northerly, easterly, northerly, easterly, southerly, 18 southwesterly and westerly direction through their various courses to the northwest corner of 19 Annexation No. 68-1, said point also being the Northeast corner of said Felipe Yorba 20 Allotment; 21 Thence, leaving said existing YLCWD boundary, North 89º59 53 West, feet along 22 the North line of said Felipe Yorba Linda Allotment, to Rancho Corner C.S.A. 14 of said 23 Rancho; 24 Thence, South 00º05 09 West feet, along Line A of the Agreement recorded 25 November 5, 1962 in Book 6311, Page 439 of Official Records of said County, to a point on the 26 line of the existing YLWD boundary line established by. The Formation of said YLWD; 27 3 of 10

69 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 Thence, along said existing YLWD boundary the following courses: North 89º24 15 West, feet; 6 Thence, North 00º10 18 East, feet; 7 Thence, North 89º40 57 West, feet to the POINT OF BEGINNING. 8 The above-described parcel of land contains acres, more or less PARCEL 3 11 Beginning at an angle point on the existing boundary line of the Yorba Linda County 12 Water District (YLCWD) as established by Annexation No. 77-2, said Point of Beginning being 13 the most northwesterly corner of said Annexation No. 77-2, and the northwest corner of Section 14 24, Township 3 South, Range 9 West, San Bernardino Meridian, as shown on a map recorded in 15 Book 69, Page 41, Records of Surveys, Records of said Orange County; 16 Thence, along said existing boundary of Annexation No and the North line of 17 aforementioned Section 24, as shown on said map, North 89º09 41 East, feet to a point 18 in the westerly line Section 13, Township 3 South, Range 9 West, S.B.M., said point being the 19 True Point of Beginning; 20 Thence, leaving said boundary line, North 01º29 50 East, feet, along the westerly 21 line of said Section 13, as shown on a map recorded in Book 3, Page 55, Records of Surveys, 22 Records of said Orange County; 23 Thence, South 73º30 10 East, feet; 24 Thence, North 78º29 50 East, feet; 25 Thence, North 65º33 00 East, feet; of 10

70 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 Thence, South 73º01 29 East; feet; to a point in the Orange County San Bernardino 5 County boundary line, said point being at U.S.C. and G.S. Triangulation Station known as San 6 Juan, said point also being the most northeasterly corner of said Parcel 3 ; of Annexation No Thence, South 52º47 28 East, feet, to a point in the boundary line of said line of 9 the Rancho Canon de Santa as described in the Final Decree of Partition, a certified copy of 10 which was recorded February 8, 1874 in Book 28, Page 158, of Deed, Records of Los Angeles 11 County, California; 12 Thence, southerly along said Rancho boundary line South 01º05 25 West, feet to 13 an angle point in said boundary line; 14 Thence, continuing along said boundary line North 89º14 49 West, feet to a point 15 in the westerly line of the Kalisher and Wartenberg allotment as shown on a map recorded in 16 Book 34, Page 29, of records of Survey of said Orange County; 17 Thence, along said westerly line, South 00º23 25 West, feet; 18 Thence, leaving said westerly line, South 89º37 19 East, feet; 19 Thence, South 00º22 41 West, 300 feet; 20 Thence, North 89º37 19 West feet, returning to the aforementioned westerly line, 21 Thence, continuing along said westerly line South 00º23 18 West, feet to a point in 22 the centerline of the Atchison, Topeka and Santa Fe Railroad right-of-way; 23 Thence, in a general southwesterly, westerly, and northwesterly direction along the 24 southerly boundary line of said Annexation No to an angle point of the easterly line of the 25 allotment of second class lands to W. McKee in said partition of said Rancho Canon de Santa 26 Ana and also being the easterly boundary line of the Orange County Water District boundary per 27 Senate Bill 1026; 5 of 10

71 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 Thence continuing along said easterly boundary North 01º34 37 West feet to an angle 5 point South 85º10 39 West feet more or less; 6 Thence North 01º38 35 West feet along the easterly boundary line of Dominguez 7 Ranch, to a point to the northerly line of Rancho Canon de Santa Ana; 8 Thence leaving said point, North 87º20 23 West feet to a point to the Northwest 9 corner of Annexation No to the City of Yorba Linda; 10 Thence following the boundary of said Annexation No to City of Yorba Linda, the 11 following courses and distance: North 89º03 31 West feet, to the northerly line of the 12 northwest corner of the one quarter Section 24, as shown on a map recorded in Book 97, Pages 13 1 & 2, Record of Survey of Orange County, California; 14 Thence along said northerly of said Section 24, North 89º03 31 West feet to the 15 True Point of Beginning. 16 The above-described parcel of land contains acres, more or less PARCEL 4 19 Beginning at the most southeasterly corner of Parcel 4 of Annexation No to the 20 Yorba Linda County Water District, said point being the intersection of the easterly boundary 21 line of the 2, acre tract of Second Class land allotted to B. and J. Yorba Linda in Decree of 22 Partition in Case No with the Bixby, Irvine Scully compromise line as shown on map filed 23 in the Book 21, Page 21, of Records of Survey of said Orange County, being the Point of 24 Begining; 25 Thence, leaving said point on a non-tangent curve concave southerly and having a radius of feet, a radial line of said curve from said point bears South 13º40 20 West; of Tract 27 6 of 10

72 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 No as shown on a map filed in Book 539, Pages 8 through 21 of Miscellaneous Maps in 5 said Office of the Orange County Recorder; 6 Thence along said curve Westerly feet through a central angle of 9º15 30 ; 7 Thence, tangent from said curve North 85º35 10 West, feet to the beginning of a 8 tangent curve concave northerly and having a radius of feet; 9 Thence, along said curve Westerly feet through a central angle of 2º30 05 ; 10 Thence non-tangent from said curve South 69º42 02 West, feet; 11 Thence South 84º38 12 West, feet; 12 Thence North 79º57 47 West, feet; 13 Thence North 63º56 25 West, feet; 14 Thence North 89º22 24 West, feet; 15 Thence South 78º17 40 West, feet; 16 Thence South 60º05 49 West, feet; 17 Thence South 54º23 44 West, feet; 18 Thence South 47º26 08 West, feet; 19 Thence South 36º10 33 West, feet; 20 Thence South 23º53 20 West, feet; 21 Thence South 62º46 35 West, feet; 22 Thence South 76º39 13 West, feet; 23 Thence South 88º12 09 West, feet; 24 Thence South 84º33 08 West, feet; 25 Thence South 82º21 43 West, feet to the Southeasterly corner of Tract No as 26 shown on a map filed in Book 525, Pages 22 through 26 of Miscellaneous Maps in said Office 27 of the Orange County Recorder; 7 of 10

73 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 Thence leaving said boundary line Tract No , along the Southerly boundary line of said 5 Tract No through the following courses: North 69º07 09 West feet; 6 Thence South 81º20 35 West, feet; 7 Thence North 73º30 28 West, feet; 8 Thence North 48º16 27 West, feet; 9 Thence North 46º50 03 West, feet to the Southwesterly corner of said Tract No ; 10 Thence leaving said boundary line of Tract No , along the boundary line of said 11 Tract No through the following courses: North 6º24 55 West feet; 12 Thence North 27º20 14 West feet; 13 Thence North 7º09 00 West feet; 14 Thence North 16º49 58 West feet; 15 Thence North 45º46 19 West feet to the Southeast corner of said Tract No ; 17 Thence leaving said boundary lone of said Tract No , along the Southerly 18 boundary of said Tract No through the following courses: North 45º46 19 West feet; 20 Thence North 57º18 58 West feet; 21 Thence South 88º27 27 West feet; 22 Thence South 58º41 57 West feet; 23 Thence South 6º13 30 East feet; 24 Thence South 38º13 04 West feet; 25 Thence South 72º57 31 West feet to a point in the westerly line of the Kalisher 26 and Wartenberg allotment as shown on a map recorded in Book 34, Page 29 of Records of 27 Survey of said County; 8 of 10

74 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 Thence, along said westerly line North 00º23 08 East feet; 5 Thence, leaving said westerly line South 89º37 19 East feet; 6 Thence, North 00º24 41 East 300 feet; 7 Thence, North 89º37 19 West feet, returning to the aforementioned westerly 8 line; 9 Thence, continuing along said westerly line, North 00º23 25 East feet to a point in the 10 northerly line of the Rancho Canon de Santa Ana, as described in the Final Decree of Partition, a 11 certified copy of which was recorded February 8, 1874 in Book 28, Page 158, of Deeds, Records 12 of Los Angeles County, California; 13 Thence, along said Rancho boundary line, South 89º14 49 East feet to an angle 14 point in said boundary line; Thence, continuing along said Rancho boundary North 01º East feet to a point in the Orange County San Bernardino County boundary line, said 16 County boundary line also being the easterly boundary line of aforementioned Parcel 2 of 17 Annexation No. 78-1; 18 Thence, southerly along said County boundary line South 52º44 30 East 16, feet 19 more or less, to a point in the aforementioned easterly boundary line of the 2, acre tract of 20 Second Class land allotted to B. and J. Yorba; 21 Thence, due South 01º40 25 East, along said easterly, to the Point of Beginning. 22 The above-described parcel of land contains acres, more or less The total acreage of the four (4) parcels is acres, more or less of 10

75 1 EXHIBIT A-3 2 Annexation Agreement between 3 OCWD and YLWD regarding Annexation to OCWD 4 All as shown on Exhibit B, attached hereto and by this reference made a part hereof. 5 Unless otherwise noted, all distances are ground based on the California Coordinates System 6 (CCS83), Zone VI, 1983 NAD ( epoch OCS GPS adjustment). To obtain grid distances 7 multiply ground distance by This document was prepared by me or 10 under my direction and supervision Dated this day of, Alan D. Frank, L.S My license expires 12/31/ This document does meet the approval of 19 the Orange County Surveyor s Office 20 Raymond L. Mathe 21 County Surveyor 22 Dated this day of, Per; Michael K. Sullivan, Deputy County Surveyor L.S. 6254, My license expires of 10

76 YLWD Anaheim Exhibit A-4 Requested Annexation Areas YLWD LAFCO Sphere of Influence Line and Watershed Line

77 Statement of Facts and Findings Orange County Water District Annexation Request by the City of Anaheim, Irvine Ranch Water District, and Yorba Linda Water District Orange County, California State Clearinghouse No Prepared for: Orange County Water District P.O. Box Fountain Valley, CA Contact: Greg Woodside Prepared by: FirstCarbon Solutions Michael Brandman Associates 220 Commerce, Suite 200 Irvine, CA Michael E. Houlihan, AICP, Associate Director September 6, 2013