ASSET AND CAPACITY TRANSFER AGREEMENT (AGREEMENT 1)
This ASSET AND CAPAClTY TRANSFER AGREEMENT (referred to hereinafter as this "Agreement"), dated ( ], 2024, is by and between Moulton Niguel Water District, a California water district, South Orange County Wastewater Authority, a California joint powers authority, and the Remaining Member Agencies.
DEFINITIONS
• "2024 SOCW A Reorganization Agreements" shall refer to and include this Agreement and the Ancillary Agreements.
• "Aliso Creek Ocean Outfall" or "ACOO" shall refer to the ocean outfall pipeline governed by PC 24.
• "Amendment No. 1 to the SOCWA JP A" shall refer to the written agreement entitled "Amendment No. l, to the Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority, Orange County, California (SOCWA), and Terminating Aliso Water Management Authority, South East Regional Reclamation Authority, South Orange County Reclamation Authority".
• "Amendment No. 7 to the PC 2 Agreement" shall refer to the written agreement entitled "Amendment No. 7, Agreement for Acquisition, Use, Operation, Maintenance and Expansion of Sewage Treatment Plant of City of San Juan Capistrano by South East Regional Reclamation Authority for and on Behalf of Project Committee No. 2". • "Ancillary Agreements" shall refer to and include the documents set forth in Section 6. l of this Agreement, including any exhibits in any such document, and each individually as an "Ancillary Agreement."
• "Assign" and its variations ( e.g., "assigns") shall have the same meaning as "transfer" and its variations ( e.g., "transfers"), where both terms are defined to mean permanent conveyance of a right or interest, as applicable throughout the 2024 SOCWA Reorganization Agreements except to the extent specified otherwise therein. • "Assignment and Assumption Agreement (PC 2)" shall refer to the written agreement entitled "Assignment and Assumption Agreement (Agreement No. 5) (Project Committee 2)''.
• "Assignment and Assumption Agreement (PC 5)" shall refer to the written agreement entitled "Assignment and Assumption Agreement (Agreement No. 6) (Project Committee 5)".
• "Assignment and Assumption Agreement (PC 21/24)" shall refer to the written agreement entitled "Assignment and Assumption Agreement (Agreement No.7) (Project Committees 21 and 24).
Asset and Capacity Transfer Agreement
Attachment 3