AGENDA2014/02/05 · AGENDA REGULAR MEETING BOARD OF DIRECTORS ORANGE COUNTY WATER DISTRICT 18700...

AGENDA REGULAR MEETING BOARD OF DIRECTORS

ORANGE COUNTY WATER DISTRICT 18700 Ward Street, Fountain Valley, CA (714) 378-3200

Wednesday, February 5, 2014 – 5:30 p.m. PLEDGE OF ALLEGIANCE ROLL CALL VISITOR PARTICIPATION Members of the audience wishing to address the Board on items of interest to the public are requested

to identify themselves. If the matter on which they wish to comment is an Agenda item, the visitor will be called on when that matter comes up for consideration on the Agenda. If the item is on the Consent Calendar, it will be removed from the Consent Calendar for separate consideration. Visitors are requested to limit comments to three minutes.

ITEMS RECEIVED TOO LATE TO BE AGENDIZED

RECOMMENDATION: Adopt resolution determining need to take immediate action on item(s) and that the need for action came to the attention of the District subsequent to the posting of the Agenda (requires two-thirds vote of the Board members present, or, if less than two-thirds of the members are present, a unanimous vote of those members present.)

CONSENT CALENDAR (ITEMS NO. 1 – 9)

All matters on the Consent Calendar are to be approved by one motion unless a Board member or staff

request separate action on a specific item. 1. APPROVAL OF CASH DISBURSEMENTS

RECOMMENDATION: Ratify/authorize payment of bills 2. APPROVAL OF MINUTES OF BOARD OF DIRECTORS MEETINGS HELD NOVEMBER 6,

NOVEMBER 15 AND NOVEMBER 20, 2013 RECOMMENDATION: Approve minutes as presented CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT COMMUNICATIONS

AND LEGISLATIVE LIAISION COMMITTEE MEETING HELD JANUARY 9 (ITEM NO. 3) 3. OCEAN DESALINATION CITIZENS’ ADVISORY COMMITTEE RECOMMENDATION: Defer efforts establishing an Ocean Desalination Citizens' Advisory

Committee

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CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT PROPERTY MANAGEMENT COMMITTEE MEETING HELD JANUARY 24 (ITEM NOS. 4 - 6) 4. AMENDMENT TO LICENSE AGREEMENT WITH GRIFFITH COMPANY RECOMMENDATION: Approve and authorize execution of Amendment One to License

Agreement with Griffith Company to extend the License Agreement to a new expiration date of October 20, 2014

5. SALE OF SOUTH STREET PROPERTIES TO FAMILY DEVELOPMENT GROUP,

INCORPORATED RECOMMENDATION: Approve and authorize execution of Agreement for Purchase and

Sale of Real Property and Instructions to Escrow with Family Development Group Inc. for 3.6 acres located at or about 2840-2901

East South Street, Anaheim, California for $1,000,000 6. REQUEST FOR PROPOSALS FOR OIL, GAS AND MINERAL CONSULTANT RECOMMENDATION: Accept Paragon Partners revised Proposal dated November 14,

2013 in total amount not to exceed $142,400 for Phase 1 and Phase 2 Oil and Gas and Mineral consulting services; and authorize issuance of Agreement for Phase 1 Feasibility Analysis in the amount of $112,800

CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT RETIREMENT

COMMITTEE MEETING HELD JANUARY 28 (ITEM NOS. 7 - 9) 7. RETIREMENT COMMITTEE “EMPLOYEE” APPOINTMENTS RECOMMENDATION: Approve the following employee appointments to the Retirement Committee: 1) Sitting Member - Phil Harrington (re-appointed for a 2 year term) 2) First Alternate - Kevin O’Toole (appointed for a 1 year term); and 3) Second Alternate - Roy Herndon (re-appointed for a 1 year term) 8. AMENDMENTS TO SERVICE AGREEMENTS WITH WELLS FARGO ADVISORS FOR 401 (a) MONEY PURCHASE RETIREMENT PLAN AND 457 (b) DEFERRED

COMPENSATION PLAN RECOMMENDATION: Approve and authorize execution of Amended Service Agreements

with Wells Fargo Advisors for the 401(a) Money Purchase Plan and the 457(b) Deferred Compensation Plan

9. 401 (a) MONEY PURCHASE RETIREMENT PLAN INVESTMENT LINE-UP AND RED FLAG

FUND REVIEW

RECOMMENDATION: Approve the following actions for the 401(a) Money Purchase Plan and 457 (b) Deferred Compensation Plan investment portfolios

401(a) Fund Review Actions ACTION SYMBOL FUND NAME Keep Red Flag OPGSX Oppenheimer Gold & Special Minerals A Remove Fund PGNAX Prudential Jennison Natural Resources A Add Fund and Map to DNLAX Dreyfus Natural Resources A

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Remove Red Flag VETAX Victory Established Value A Keep Red Flag NWKFX Nationwide HighMark Value Remove Fund IPBAX Wells Fargo Advantage Infl Prot Bond A Add Fund and Map to APSAX Columbia Inflation Protected Secs

457(b) Fund Review Actions ACTION SYMBOL FUND NAME Keep Red Flag GITAX Goldman Sachs Technology Tollkeeper A Keep Red Flag RERCX American Funds EuroPacific Gr R3 Remove Red Flag HDGSX Hartford Divident & Growth R4 Remove Fund OHYAX JPMorgan High Yield A Add Fund and Map to WHIAX Ivy High Income A

10. INFORMATIONAL ITEMS

A. SANTA ANA WATERSHED PROJECT AUTHORITY REPORT B. REVIEW OF FIELD HEADQUARTERS PROJECTS AND ACTIVITIES C. COMMITTEE REPORTS ► Jan 24 - Property Management Committee (Chair Sheldon) ► Jan 28 - Retirement Committee (Vice Chair Sidhu) ► Jan 29 - Joint Planning Committee (Chair Dewane) 11. VERBAL REPORTS

PRESIDENT'S REPORT GENERAL MANAGER'S REPORT DIRECTORS’ REPORTS

► Reports on Conferences/Meetings Attended at District Expense (at which a quorum of the Board was present) GENERAL COUNSEL REPORT

ADJOURNMENT

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Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted in the main lobby of the Orange County Water District, 18700 Ward Street, Fountain Valley, CA not less than 72 hours prior to the meeting date and time above. All written materials relating to each agenda item are available for public inspection in the office of the Assistant District Secretary. Backup material for the Agenda is available at the District offices for public review and can be viewed online at the District’s website: www.ocwd.com.

Accommodations to the Disabled: Pursuant to the Americans with Disabilities Act, persons with a disability who require a disability-related modification or accommodation in order to participate in a meeting, including auxiliary aids or services, may request such modification or accommodation from the District Secretary at (714)378-3234, by email at [email protected] by fax at (714) 378-3373. Notification 24 hours prior to the meeting will enable District staff to make reasonable arrangements to assure accessibility to the meeting. Availability of Agenda Material: As a general rule, agenda reports or other written documentation that has been prepared or organized with respect to each item of business listed on the agenda can be reviewed at www.ocwd.com. Copies of these materials and other disclosable public records distributed to all or a majority of the members of the Board of Directors in connection with an open session agenda item are also on file with and available for inspection at the Office of the District Secretary, 18700 Ward Street, Fountain Valley, California, during regular business hours, 8 a.m. to 5 p.m., Monday through Friday. If such writings are distributed to members of the Board of Directors on the day of a Board meeting, the writings will be available at the entrance to the Board of Directors meeting room at the Orange County Water District office.

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AGENDA ITEM SUBMITTAL Meeting Date: February 5, 2014 Budgeted: N/A Budgeted Amount: N/A To: Board of Directors Cost Estimate: $39,193,038.66 Funding Source: N/A Program/Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: R. Fick/K. Greene CEQA Compliance: N/A Subject: APPROVAL OF CASH DISBURSEMENTS SUMMARY For the period January 16, 2014 through January 29, 2014 including manual checks and wire transfers, staff is presenting cash disbursements totaling $39,193,038.66 disbursed for each period as follows.

Accounts Payable:

01/16/2014 to 01/22/2014 $ 1,109,221.63

01/23/2014 to 01/29/2014 $ 37,124,216.03

Payroll: $ 959,601.00

Total Disbursements $39,193,038.66

RECOMMENDATION Ratify/Authorize payment of bills PRIOR RELEVANT BOARD ACTION(S) Semi-monthly

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MINUTES OF MEETING

BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT November 6, 2013, 5:30 p.m.

President Dewane called to order the November 6, 2013 regular meeting of the Orange County Water District Board of Directors at 5:30 p.m. in the Boardroom at the District office. Following the Pledge of Allegiance to the Flag, the Secretary called the roll and reported a quorum as follows. Directors Philip Anthony (arrived at 5:45 p.m.) Kathryn Barr Denis Bilodeau (arrived at 7:10 p.m.) Shawn Dewane Cathy Green Vincent Sarmiento Stephen Sheldon Harry Sidhu Bruce Whitaker Roger Yoh (arrived at 6:10 p.m.)

Staff Michael Markus, General Manager Joel Kuperberg, General Counsel Janice Durant, District Secretary Bruce Dosier, Stephanie Dosier, Randy Fick, Mark Greening, Roy Herndon, Bill Hunt, John Kennedy, Craig Patterson, Mike Wehner, Greg Woodside, Nira Yamachika

Others Dan Leatherman – Hardin Buick GMC Sharon Leatherman – Hardin Automotive Robert C. Hawkins – Hardin Dealerships Jared Hardin – Hardin Auto Group Brian Emge – Resident Mark Turner Frank Busalacchi Jr. – McPeek’s Dodge Anaheim Kristen Busalacchi – McPeek Dodge Anaheim Barbara Rhodes Fred Bockmiller – Mesa Water Richard Pard Sandra Schwaiger – Jagerhaus Restaurant James Phu Henry Nowakowski – Resident Sunkist Gardens Richard Wagen – Resident Anaheim Chris Lancaster – Hardin Hyundai Chris Estrada – Hardin Hyundai Todd Ament – Anaheim Chamber Betsy Eglash – Brady & Assoc. Keith Lyon – MWDOC Brian Ragland – City of Huntington Beach John Kiser – Hardin Automotive Richard Culver – Orange Resident Jeffrey Bass – Costa Mesa Resident S. Melendez – Tustin Resident Dan Gunter – Anaheim Auto Center Jackie Donaldson – Anaheim Resident John Yakel – Orange resident Steve Faessel – Anaheim Resident John Sackrison – OC Auto Dealers Association Erin Beshear – Anaheim Auto Center Mauricio Martinez – Anaheim Auto Center Walter Cadman – Anaheim Auto Center Melissa Cadman – Anaheim Auto Center Aubrey Yakel – Anaheim Auto Center Brandon Wood – Puddles Car Wash Dana Curtis – Anaheim Auto Center Eric Hardin – Anaheim Resident Leanna Holtzclaw – Anaheim Resident Nicole Alhakawati – Anaheim Resident Jason Kim – Anaheim Resident/Hardin Hyundai Elias Velasco – GMC Hardin Robert Catanzariti – Hardin Honda Grey Holden – Hardin Honda Carolyn Clary – Anaheim Home Owner Don Murray – Sunkist Gardens, Anaheim Mary Murray – Sunkist Gardens, Anaheim Pat Simmons – Anaheim Home Owner Van Griffiths – Anaheim Home Owner Martha Purcell – Anaheim Home Owner Uli Koenig – Anaheim Home Owner Shawn Shahbazi – Anaheim Business Person Anthony Gatlin – Anaheim Home Owner Matthew Cunningham – Anaheim Chamber Carlos J. Acosta – Sunkist Gardens, Anaheim Bob Kiley – Yorba Linda Water District Ulises Perez Aimee Tang – Hardin Hyundai Anaheim Susan Faessel – Anaheim Home Owner Nabil Saba – City of Santa Ana

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Chris Ormsbee – Hardin Honda/Anaheim Resident Maribel Alatise – Hardin Hyundai Anaheim Bertha Ferrusca – Hardin Honda/Anaheim Resident Khanary Chhun – Hardin Honda Richard Alvarado – Hardin Honda Richard Ewald Adam Bendig – Anaheim Resident Curtis Payne – Hardin Hyundai Dennis Leatherman – Resident/Hardin Automotive Rachel Williams – Anaheim Auto Center Gary Koval – Hyundai Ryan Aday – Hardin Hyundai Andrew Pacheco – Hardin Hyundai Heidi Imhoff – Hardin GMC Alexis Gomez – Hardin GMC Jesus Arredondo – Hardin Honda Craig Farrow – Anaheim Resident Scott Stewart – Hardin GMC Ben Higajo – Hardin Honda Steve Cooke – Hardin Hyundai Jason Lewis – Hardin Honda Diana Leatherman – Self/Hardin GMC Joe Petronis – Anaheim Employee Dan Ryan – Hardin Employee Larry Pasco – City of Anaheim Barb Hershey – Anaheim Hone Owner Barb Hackworth – Anaheim Home Owner Odett Karam – Hardin Honda Alan Kajme – McPeek Dodge Dan Haberland – McPeek Dodge/Superior Auto Kevin Keaty – Anaheim Resident Brian Lochrie – Communications LAB Albert Bermudez – Anaheim Resident Joan Gottlieb – Native Anaheim 1934 Jose Morales – Hardin Hyundai Ruben Vizcaino – Hardin Hyundai Danielle Ortega – Work in Anaheim Chris Francis – Live in Anaheim Mark Elliot – Pillsbury Jeffrey Bass – Costa Mesa resident Kristene McGovern - Rancho Del Rio ECOC Calvin Johnson VISITOR PARTICIPATION There were no persons wishing to address the Board on items not on today’s Agenda. CONSENT CALENDAR General Manager Michael Markus requested Item No. 7, Sale of South Street Properties to Family Development Group, Inc., be deferred to a later date. The balance of the Consent Calendar was approved upon motion by Director Green, seconded by Director Barr and carried [7-0] with Directors Anthony, Bilodeau, and Yoh absent as follows. 1. Approval of Cash Disbursements

MOTION NO. 13-154

APPROVING CASH DISBURSEMENTS Payment of bills for the period October 10, 2013 through October 30, 2013 in the total amount of $14,366,721.68 is ratified and approved.

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2. Publication of OCWD Statement of Financial Condition

MOTION NO. 13-155 RECEIVING AND FILING AFFIDAVIT OF PUBLICATION OF STATEMENT OF FINANCIAL

CONDITION FOR FISCAL YEAR ENDING JUNE 30, 2013 The Affidavit of Publication of OCWD Statement of Financial Condition for Fiscal Year ending June 30, 2013 is received and filed. 3. Order 2012-13 Annual Engineer's Investigation and Report on Groundwater Conditions, Water

Supply and Basin Utilization

RESOLUTION NO. 13-11-137 . ORDERING ANNUAL ENGINEERING INVESTIGATION AND REPORT ON

GROUNDWATER CONDITIONS, WATER SUPPLY, AND BASIN UTILIZATION WHEREAS, Section 25 and Section 31.5, subparagraph (1), of the Orange County Water District Act, as amended, provide that the District shall annually order an investigation and report to be made by an engineer or engineers employed by said District, for the purpose of investigating and reporting on groundwater conditions of said District, and for the purpose of ascertaining information relative to water use, water availability, and water costs as set forth in said District Act; NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby resolve as follows: Section 1: The engineers of the District staff are instructed to proceed with said investigation and report on groundwater conditions for the water year 2012-13, in accordance with Section 25 of the amended Orange County Water District Act, for consideration of the Board in the levy of the replenishment assessment for 2013-14; and to proceed with said investigation and report on water supply and basin utilization, in accordance with said Section 31.5 of the amended District Act, for the consideration of the Board in the levy of a basin equity assessment for 2013-14. Section 2: The engineers of the District staff are instructed to deliver the completed report in writing to the General Manager of this District on the second Wednesday in February 2014 as provided in said Act. 4. North Basin Groundwater Protection Project: Amendment to Easement Deed for Extraction

Well Site EW-3

RESOLUTION NO. 13-11-138 APPROVING AMENDMENT TO EASEMENT DEED WITH PK1 FULLERTON TOWN

CENTER LP FOR EXTRACTION WELL SITE EW-3 FOR NORTH BASIN GROUNDWATER PROTECTION PROJECT

WHEREAS, pursuant to Resolution No. CS-08-9-6 adopted in Closed Session on September 3, 2008, OCWD authorized recordation of Easement Deeds with PK1 Fullerton Town Center LP for well sites EW-3 and FM-23/23A at Fullerton Town Center for compensation of $211,000 required for the North Basin Groundwater Protection Project (NBGPP); and

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WHEREAS, the District staff has advised that during final design of the well vault and appurtenances for well site EW-3, the District’s design consultant determined that the well site layouts required modification; and WHEREAS, the District staff has presented and recommended approval of the Amended Easement Deed for well site EW-3 as described herein; NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby approve the aforementioned Amendment to Easement Deed with PK1 Fullerton Town Center LP for well site EW-3 to change the well site layout and work area; and its execution and recordation by the District officers is authorized 5. Contract for Janitorial Services

RESOLUTION NO. 13-11-139 AUTHORIZING CONTRACT WITH ABM BUILDING VALUE FOR JANITORIAL SERVICES

WHEREAS, pursuant to Resolution No. 13-6-71 adopted June 19, 2013, OCWD entered into an agreement with Jabez Building services for janitorial services for a period of one year; and WHEREAS, due to unsatisfactory janitorial services, the District staff has recommended termination of such contract with Jabez effective November 15, 2013 and issuance of an Agreement to ABM Building Value for janitorial services for the Fountain Valley, Anaheim and Prado facility sites for a period of two years in an amount not to exceed $98,556 per year, with an option to renew for two additional years; NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby resolve as follows: Section 1: Termination of the Agreement with Jabez Building Services for janitorial services effective November 15, 2013 is authorized. Section 2: Issuance of an Agreement is authorized to ABM Building Value for janitorial services for the Fountain Valley, Anaheim and Prado facility sites for a period of two years in an amount not to exceed $98,556 for the current year, with an option to renew for two additional years; and upon approval as to form by District General Counsel, it’s execution by the District officers is authorized. CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT RETIREMENT COMMITTEE MEETING HELD OCTOBER 22 6. 457(B) Deferred Compensation Plan Investment Line-Up Review & 401(A) Money Purchase

Retirement Plan Red Flag Review

MOTION NO. 13-156 457(b) DEFERRED COMPENSATION PLAN INVESTMENT LINE-UP REVIEW & 401(a)

MONEY PURCHASE RETIREMENT PLAN RED FLAG REVIEW The following actions are authorized for the 401(A) Deferred Compensation Plan and 457 (B) Money Purchase Plan investment portfolios:

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457(B) Fund Review Actions

ACTION SYMBOL FUND NAME Red Flag GITAX Goldman Sachs Technology Tollkeeper A Red Flag RERCX American Funds EuroPacific Gr R3

Remove Red Flag SAMVX RidgeWorth Mid-Cap Value Equity A Remove Red Flag JUEAX JPMorgan US Equity A

Keep Red Flag HDGSX Hartford Dividend & Growth R4 Keep Red Flag OHYAX JPMorgan High Yield A

401(A) Fund Review Actions

ACTION SYMBOL FUND NAME Keep Red Flag OPGSX Oppenheimer Gold & Special Minerals A Keep Red Flag PGNAX Prudential Jennison Natural Resources A Remove Fund THVRX Thomburg International Value R4

Add Fund & Map Funds from THVRX to

MINGX

MFS International Value R3

Keep Red Flag VETAX Victory Established Value A Remove Red Flag PRWAX T. Rowe Price New American Growth

Keep Red Flag NWKFX Nationwide HighMark Value Keep Red Flag IPBAX Wells Fargo Advantage Infl Prot Bond A

Remove STLFX BlackRock LifePath 2050 Institutional Remove STLEX BlackRock LifePath 2040 Institutional Remove STLDX BlackRock LifePath 2030 Institutional Remove STLCX BlackRock LifePath 2020 Institutional Remove STLAX BlackRock LifePath 2010 Institutional

Add Fund and Map to RDITX American Funds Target Date Retirement 2050 Add Fund and Map to RDGTX American Funds Target Date Retirement 2040 Add Fund and Map to RDETX American Funds Target Date Retirement 2030 Add Fund and Map to RDCTX American Funds Target Date Retirement 2020 Add Fund and Map to RDATX American Funds Target Date Retirement 2010

MATTERS FOR CONSIDERATION 7. Sale of South Street Properties to Family Development Group, Inc. This matter was removed from tonight’s calendar and deferred to a later date. Director Sheldon left the meeting at 5:34 p.m. prior to discussion of the following item. 8. Proposed Poseidon Resources Huntington Beach Ocean Desalination Project General Manager Markus advised that the California Coastal Commission hearing to consider permitting the Poseidon Resources Huntington Beach Ocean Desalination Project is scheduled for November 13, 2013 in Newport Beach. Given the District’s general support for considering and developing ocean desalination project water supplies, he stated that staff recommends approval of attendance at the meeting by interested Directors and the General Manager to speak in favor of approving the project permit. The following action was then taken.

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MOTION NO. 13-157 DECLARING DISTRICT SUPPORT FOR CALIFORNIA COASTAL COMMISSION TO

APPROVE DEVELOPMENT OF POSEIDON RESOURCES HUNTINGTON BEACH OCEAN DESALINATION PROJECT

Upon motion by Director Green, seconded by Director Barr and carried [6-0], (with Directors Anthony, Bilodeau, Sheldon and Yoh absent), District support is authorized for the California Coastal Commission to approve development of the Poseidon Resources Huntington Beach Ocean Desalination Project. 9. INFORMATIONAL ITEMS There was no discussion of the Informational Items on tonight’s Agenda. 10. VERBAL REPORTS Director Green reported on her attendance at the Region 10 Conference regarding the Northern California perspective on the Bay Delta. She also reported that this issue was discussed at the November WACO meeting. The Board reported on attendance at the following Committee meetings and noted the Minutes/Action Agenda are included in tonight’s Board packet. October 22 – Retirement Committee October 23 – OCWD/MWDOC Joint Planning Committee Director Sheldon returned to the meeting at 5:40 p.m. at this point in tonight’s Agenda. 11. ADJOURN TO CLOSED SESSION Prior to adjourning to Closed Session, President Dewane advised that there were several members of the public wishing to address the Board on the Closed Session item regarding a potential lease of the Burris Basin property in Anaheim to Basin Development, LLC (Competitive Power Ventures). He requested to receive public comments regarding this issue, and the following individuals then addressed the Board. Todd Ament, Anaheim Chamber of Commerce and President and CEO and leader of the Stop the Power Plant Coalition, urged the Board to reject the proposal. He stressed that the site is not suitable for a power plant as it is located near a residential neighborhood and currently zoned for open space and under consideration for rezoning as either commercial or park land. Mr. Ament stated that this area has been planned for beautification to serve as a primary eastern gateway to Anaheim. He requested to work with CPV and OCWD to help meet regional power needs, and find a more suitable location. Mr. Ament expressed concern that the lease for the power plant would not need the approval of the City planning Commission or City Council. Director Anthony arrived at 5:45 p.m. at this point in tonight’s meeting. Richard Ewald, Hardin Hyundai service manager, noted that the Auto Mall discussed the negative impacts of a power plant on the tax revenues generated by the Auto Mall. He also expressed concern

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that even clean energy emissions could damage auto paint and the potential of a toxic disaster could jeopardize the water supply and environment. Jeffrey Bass, Hardin Automotive Group employee, urged the Board to reject the CPV proposal noting that a power plant is not a compatible neighbor with the residential and business community and would severely impact Hardin Automotive Group and many other employers in the area. Richard Culver, Anaheim resident, expressed concern over the pollution, noise, and unsightliness of the proposed power plant. He urged the Board to find an industrial location for the power plant. Jackie Donaldson, Anaheim resident, urged the Board to support Anaheim’s proposal to build a sports-entertainment center at the site. She expressed concerns that a power plant would mar the skyline, and negatively impact the entertainment venues, the city’s commerce, and home values. Adam Bendig requested the Board to consider its responsibility to the community and urged the Board to reject the CPV proposal. Chris Lancaster, Hardin Hyundai employee, urged the Board to find a more suitable location for a power plant and consider park space at this location. He objected to the power plant and cited potential environmental impacts and the negative impacts on Hardin Hyundai business operations. Anthony Gatlin, 20-year Anaheim homeowner, expressed concerns over raising his family so close to a power plant. Calvin Johnson, teacher at Katella High School, expressed concern for the 5,000 students in the area who would have to breathe the air and listen to the noise from the plant. Barbara Rhodes, 40-year Anaheim resident, opposed the project and presented the Secretary with a list of approximately 75 signatures of neighbors who are also in opposition. Henry Nowakowski, Anaheim resident at Sunkist Gardens, advised that his homeowners association strongly objects to the proposed power plant and suggested the Board find a more suitable location. Jan Griffiths, Anaheim resident, expressed support for additional park expansion for Anaheim and expressed concern over home values decreasing should a power plant be built on the site.

Sandra Schwaiger, owner of the Jagerhaus Restaurant on Ball Road, expressed concerned over the negative impact on her restaurant with a power plant located right across the street. Pat Simmons, resident of Anaheim, opposed the building of the power plant. Brandon Wood, general manager at Puddles Car Wash stated his opposition to the proposed project noting its potential harmful effect on business in the area. He noted that customers will perceive there are health effects associated with breathing the emissions from the smoke stacks and it will ruin business. Aubrey Yakel expressed support for the City of Anaheim’s proposal to beautify the city and objected to the power plant.

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Brian Emge, Anaheim resident, expressed concern over home values in the area and urged the Board to support Anaheim’s offer of a public park in the area. Richard Pard, Anaheim resident since 1958, expressed the concern over the number of schools in area and his concern about students with medical problems such as emphysema. He urged the Board to find a more suitable location for a power plant and requested that the Board members take a bus trip to view the area. Roger Yoh arrived at 6:10 p.m. at this point in tonight’s meeting. Jared Hardin, Hardin Auto Group., expressed concern over the close proximity of his business to the proposed power plant site. He stated it will adversely affect home values and expressed concern over the negative health effects of toxic emissions from the plant on his colleagues and customers. President Dewane then acknowledged that he as the Board President had received a letter from Jared Hardin and stated that he responded with a timeline of District correspondence between the Board, Mr. Hardin, and Mr. Hardin’s business, and the District staff as well. He requested that the timeline and the correspondence be incorporated into the District record. John Sackrison, Executive Director of the Orange County Automobile Dealers Association, advised that his firm represents more than 100 franchise dealerships in Orange County who, in 2012, produced sales of over $9 billion, generating half a billion dollars in sales tax revenue, with almost $70 million of that going to the cities of Orange County. He noted that the dealerships in Orange County employ over 11,000 individuals, and have a total payroll of more than half a billion dollars. Mr. Sackrison expressed concern that the proposed location would negatively impact the dealerships in the Anaheim Auto Center that have been in that location for decades. He stated that the Anaheim Auto Center is a significant economic engine, and alone produces $400 million in sales, generates $22 million in sales tax annually, and provides employment for almost 500 individuals; noting that this is a true retail business, and image matters. He stated that millions of dollars are spent each year by the dealerships to draw people to those dealerships to buy their products. Mr. Sackrison stated that consumers and employees’ concerns about the power plant, either real or perceived, will negatively impact sales, reduce vehicle service business, increase employee turnover, and significantly reduce property values. He urged the Board to reject the Competitive Power Ventures proposal to locate and build a power plant at the Ball Road Basin. . Steve Faessel, Anaheim resident and Anaheim ex-Planning Commission member, requested the Board consider another project for the Ball Road basin area and urged the Board to follow the OCWD mission statement to provide high-quality water supply at the lowest reasonable cost. He stated that the planning and siting of Anaheim’s power plant lasted three years and encouraged the Board to go through the planning commission. He submitted additional petitions with approximately 150 signatures for the record.

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Director Sheldon urged Mr. Faessel to present factual information on the website to get the correct information out to the public. Director Sheldon then noted that OCWD is not approving a power plant but rather leasing the land and will not be involved in project approval. Mr. Faessel responded that the photo may not have been appropriate; however, he believes the rest of the website contains fairly accurate representations of the proposed power plant. Walt Cadman urged the Board to follow its mission to provide reliable groundwater. He stressed the health concerns resulting from 700,000 to a million cubic tons of CO2 being released into the air and suggested the Board stick to its charge to provide water. He suggested that the Board consider selling the land for some other purpose which would be more environmentally friendly or sell it to Anaheim for use as a park. Ryan Aday, Hardin Automotive employee, expressed concern over the impact of a power plant across from the dealership on his livelihood. He also expressed health concerns and concerns for the environment from the toxic emission the power plant would produce. Dennis Leatherman, Hardin Automotive Group employee, opposed the project and expressed concerns for his livelihood and his health. Dan Leatherman, Hardin Automotive Group employee and nearby resident, objected to constructing a power plant adjacent to his business and next to the scenic river. He expressed concern over the health effects of breathing particulates from the plant. Rachel Williams, Hardin Automotive Group employee, strongly opposed the power plant for health reasons and urged the Board to build a park instead. Nicole Alhakawati, Anaheim resident, expressed frustration at living behind the land that OCWD leases to the Islands Golf Center. She stated the premises are extremely lit up and that golf balls continually end up in her yard, a danger to her children. She opposed the power plant based on the health effects. Director Anthony suggested she contact the City of Anaheim regarding the Islands Golf Center use permit. He further stated that when the OCWD Board first agreed to allow the power company a six-month due diligence period to review the land, he assumed it had to go through the City for approval too. Director Anthony stated he would not have voted in favor of due diligence agreement had he known CPV could go straight to the state Energy Commission without City approval. Craig Pharaoh, 50-year Anaheim resident, read his letter to the Board as follows: “Dear OCWD board members. I've chosen to write my own request for your consideration in not building a power plant in Anaheim at the Ball Road Basin. And the letters you have most likely already received seem to say many things justifying not building it, but I’m making a personal request. Your board and all previous boards have done an excellent job in taking care of all our water needs as well as protection. This project is so not an OCWD concern for what we need. Of course we are all used to being told by out-of-towners, those not living in Anaheim nor suffering the consequences of their decisions, so we get it. But this project is not good for Anaheim or Orange residents near the area. This is an area that is growing in improvement of the area, and is a gateway for the city for our business interests and entertainment facilities. Please don't be an Edison and CPV advocate in Anaheim. Please be an advocate for Anaheim and the surrounding area. Please be an advocate for me and the families in the entire area that will be negatively impacted if you approve the project.”

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Steve Cook expressed concerns that Edison is rushing the process by requiring only a few weeks to approve something that would normally two or three years. He urged the Board to take time to think this through and properly plan for it. He noted that the area being considered feeds water into the groundwater and expressed concern that the groundwater could be compromised should an accident at the plant occur.

John Yakel, Auto Center employee and Orange resident, expressed concerns with his family living and attending schools nearby. He also noted that the power plant would impact the growth of the business. Susan Faessel, expressed concerns about the plant ruining the open space. She noted that the power plant would not benefit the Anaheim residents as the energy would go a private concern. She urged the Board to find a more suitable location for the power plant. Frank Busolacci, Anaheim resident and owner of McPeek’s Dodge of Anaheim, noted that the power plant would have a significant impact on business. He stated that his employees do not wish to work in the shadow of a power plant. He encouraged the Board not make a decision based on profit. Kevin Keaty, Anaheim resident, stated that looking at the power plant stacks from his property is equivalent to eye pollution. He noted that 43 homeowners in his tract have signed a petition opposing the plant.

Jo Burdick Gottlieb, Anaheim resident, noted that Anaheim does not have enough green area. She asked the Board to follow their conscience when making this decision. Eric Hardin noted that he echoed the sentiments of the other speakers. He urged the Board to reject the offer. Robert Hawkins, attorney representing the Hardin Automotive Group, stated that tonight the Board has heard testimony of economic and political impacts in connection with this project. He noted that the project applicant has not testified even though he is present for tonight’s meeting. He expressed concern that there might be other unknown impacts. He stated that the District’s mission statement allows it to lease or sell District property, but also requires that it do things in an environmentally friendly manner. He expressed concern that the power plant being contemplated is not environmentally friendly and questioned the prudence of putting a power plant next to such a valuable water resource. He stated that although OCWD is the lessee, it may have some legal liability with regard to a CEQA challenge or in the event an accident occurs. In response to Director Sheldon’s comment that that there were misrepresentations with regard to the information presented on the “Stop The Power Plant” website, he stated that the project applicant should be providing the proper information. In conclusion, he encouraged the Board to reject this proposal and consider other uses for the property. Mark Turner, Competitive Power Ventures (CPV) representative, stated that CPV takes the community input very seriously and noted that the approval process with the California Energy Commission generally takes two years, at a minimum, and there are several opportunities for public input. Mr. Turner stated that CPV also holds outreach meetings for the community above and beyond what is required by the Energy Commission. He stated that CPV has already started the input process by reaching out to community leaders and stakeholders, and has met with the Hardin’s and shown them simulations of what they would like to do on the project and how to mitigate their visual concerns. Mr. Turner explained that CPV bases its strategy on the transformation of the existing

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energy infrastructure into a clean, efficient, environmentally sound way, noting that half of its development is renewable generation, and the other half is natural gas-fired generation both of which are essential to get from older generation facilities that are now supplying Orange County and Los Angeles, to a newer, cleaner generation. He stated there is a dire need in Orange County and Los Angeles for power generation that’s local as there are not enough transmission lines to bring the generation from outside into the load centers here in Orange County. He stressed that there were many misleading things said tonight, and advised that he looks forward to the opportunity to engage the citizens in a forum where CPV can defend itself against false information. Director Bilodeau arrived at 7:10 p.m. at this point in tonight’s meeting. A question and answer period with the Board then ensued. In response to questions by Director Sidhu, Mr. Turner responded that CPV is a for-profit private company whose goal is to build this plant and sell the energy to Edison under long term contracts. He stated they buy or control property from an entity that is willing to sell or lease them the property for a long term period. Director Sheldon noted that the “Stop the Power Plant” website said there would be 6 to 12 exhaust stacks. Mr. Turner stated CPV is proposing a 4-unit, 400 megawatt facility which is enough power generation to supply about 400,000 homes, designed in a way to minimize visual impacts. With regard to the project economics, Mr. Turner advised that CPV has done a tax analysis of the benefits and for the municipalities as a whole, the project will provide tax benefits of about $112 million over the 30-year project life of this project. He noted that Anaheim receives a significant portion of that benefit, amounting to about $19 million to its general fund, and that Anaheim schools receive specific funds from the property taxes where they should receive another approximately $53 million. He also noted that CPV buys very expensive equipment which would provide some sales tax benefit of about $2.2 million in the front end of the project. Directors Barr and Anthony both noted that until recently, they were not aware that this project could bypass the City of Anaheim. Director Anthony stated the Board has not yet seen the full project description and he expressed his desire to see the land leased for light commercial use or a City park rather than have it stranded for years during the CEC process. Director Sidhu stated that he too was not aware the project did not need to go through Anaheim for approval and noted his opposition to moving forward with the lease. Mr. Sidhu stated that for the last couple of years OCWD has been preparing the CEQA documents on this property and that the environmental impact on that property is still unknown, stressing there will be environmental, economic, and political impacts. He stated his biggest concern is that a company which is privately held for-profit comes in and takes public land when the land belongs to the entire county. He expressed opposition to proceeding without going through a fair-market-value process that allows others the opportunity to lease the land. In addition, he stated the lease should contain a provision providing that the lessee must go through City of Anaheim for approval of any project. Director Sidhu clarified that when the Board voted to allow CPV a six-month due diligence agreement to look at the land, he made sure the motion included giving Anaheim the same agreement, but stated it was his never his intention to give CPV a clear okay to go to put a power plant there. He again expressed opposition to a power plant in that location. Director Green noted that the private concessioners on the OCWD basins pay to lease the property but the City of Anaheim does not. Director Sheldon stated that as a person who grew up in Anaheim, he would never approve leasing the property to an entity that would construct what the Chamber of Commerce has represented to the people.

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Director Yoh stated that safety concerns have been expressed over a power plant being built near an earthquake fault; however, he pointed out that the Anaheim Canyon Plant is 1.2 miles away and the Anaheim Combustion Turbine Plant is .8 mile away from the proposed plant, both of which face the same safety concern. Robert Hawkins then alleged a Brown Act violation by the Board discussing this Closed Session item in Open Session. General Counsel Kuperberg responded that although the CPV issue is agendized for Closed Session tonight, the law allows Directors to ask questions and make comments with respect to comments that are made by the public. He stated he did not believe there to be any violation of the Brown Act or any other laws with respect to the meetings that have been conducted tonight. President Dewane then thanked the members of the public present for their input and requested the Board adjourn to Closed Session. 9. Adjournment to Closed Session The Board then adjourned to Closed Session at 6:25 p.m. as follows: CONFERENCE WITH REAL PROPERTY NEGOTIATORS [Government Code Section 54956.8] Real property located at: Parcels (3)

253-473-01 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 253-631-32 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 253-631-39 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 OCWD negotiator: Michael Markus Negotiating party: Basin Development, LLC (Competitive Power Ventures) Under negotiation: Price and Terms

CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9: One Case RECONVENE IN OPEN SESSION The Board reconvened in Open Session at 9:05 p.m. whereupon General Counsel Joel Kuperberg announced that the Board by a unanimous vote of those present, took the following action in Closed Session.

RESOLUTION NO. CS-13-11-1 AUTHORIZING DEFENSE OF THE WESTMINISTER REDEVEOPMENT CASE BY

RUTAN & TUCKER AND AUTHORIZING GENERAL COUNSEL TO STIPULATE TO ABIDING BY THE FINAL JUDGMENT IN THE MATTER

By unanimous vote of the Directors present in Closed Session, the Board agreed to defend the Westminster redevelopment case that was filed and also to enter into a stipulation to abide by the final judgment or stipulation in that case.

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ADJOURNMENT There being no further business to come before the Board, the meeting was adjourned at 9:05 p.m. _____________________________________ Janice Durant, District Secretary ________________________________ Shawn Dewane, President

MINUTES OF SPECIAL MEETING


President Dewane called to order the November 15, 2013 special meeting of the Orange County Water District Board of Directors at 12:25 p.m. in the Boardroom at the District office. Following the Pledge of Allegiance to the Flag, the Assistant District Secretary called the roll and reported a quorum as follows. Directors Philip Anthony (not present) Kathryn Barr Denis Bilodeau (arrived 1:25 pm) Shawn Dewane Cathy Green Vincent Sarmiento Stephen Sheldon Harry Sidhu Bruce Whitaker Roger Yoh (left at 1:40 pm)

Staff Michael Markus, General Manager Joel Kuperberg, General Counsel Judy-Rae Karlsen, Assistant District Secretary Bruce Dosier, Stephanie Dosier, Randy Fick, Roy Herndon, Bill Hunt, John Kennedy, Mike Wehner, Greg Woodside, Nira Yamachika

Others Dennis Sorensen - Resident Curtis Payne - Hardin Automotive Adam Bendig - Resident Rebecca Madison - Hardin Justin Holeckek - Hardin Michael A. Hardin - Hardin Mauricio Martinez - Hardin Robert Cudd - Resident Chris Compton -Hardin Brad Vetter - Hardin Walter Cadman - Hardin Susan Waters - Sunkist Plaza Robert Jones - Rancho Del Rio Christina Ormsbee - Hardin Evernardo Villa Hardin Andrea Genovese Resident Norman Orosco Resident Tamara Thompson Cal Apt Assembly Jayne Jones Anaheim Equestrian Cntr Joseph Payne - Stop the Power Plant Andrew McElroy - Hardin Linda Lee Colon - Garden Grove KIA Stephen Faessel - Resident Susan Faessel - Resident Barbara Hershey - Resident Barbara Hackworth - Resident Jean Benbow - Resident Shawn Shahbazi - Realtor Ron Pughe - Resident

Patel Walter - Resident Jared Hardin - Hardin Automotive Brandon Wood - Puddles Car Wash Eric Hardin - Hardin Auto Group June Aagesen - Resident Gary Aagesen - Resident Don Calkins - City of Anaheim Pamela Galera - City of Anaheim Susan Waters - Sunkist Plaza Robert Hawkins - Hardin attorney John Montanez - Resident Richard Ewald - Hardin Aimee Tang - Hardin Erin Beshear - Hardin Rachel Williams - Anaheim Auto Yolanda Heredis - Anaheim Auto Mark Ambriz - Anaheim Auto Helen Garner - Resident Enrique Corona - Resident Betty Fernusca - Resident Janet Potter - Resident Heidi Imhoff - Hardin Ashley Gomez - Hardin Tony Koelfeh - Hardin Gren Thrashu - Hardin Sernaz Irani - Resident Kamron Ermi - Resident Brandon Ardesson - Garden Grove KIA Ed Bartel - Resident

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Cathy Orosco - Anaheim Richard Alvarado - Hardin Daniel Valger - Hardin Shaun Melendez - Hardin Teresa Munoz - Hardin Dan Granspenger - Orange

Arlene Eliason - Anaheim Dennis Sorenson - Resident Todd Ament - Chamber of Commerce Steve Lodge - Business owner Dori Groff Steve Wicke

VISITOR PARTICIPATION There were no persons wishing to address the Board on items not on today’s Agenda. MATTER FOR CONSIDERATION 1. Status of Due Diligence Agreement for the Ball Road Basin property located on Ball Road and Phoenix Club Drive in Anaheim Prior to adjourning to closed session, President Dewane noted there were several members of the public interested in addressing the Board on the potential lease for the Ball Road Basin property. He invited the following individuals to address the Board. Public Comments Christine Murray, Anaheim City Councilwoman, stated that she would like to comment on the discussion that took place earlier in the day during the Property Management Committee meeting. She advised the Board that the City of Anaheim Planning staff posted land designations and the planning process for the Canyon Specific Plan on the City of Anaheim website in May, and OCWD was invited to participate in open forums to discuss those land designations; however no one representing OCWD attended. She advised that OCWD has not been circumvented in this process, and staff is interested in addressing District concerns and seeking an amicable resolution. Ms. Murray stated that she is an advocate of infrastructure and clean energy in the region, however, she requested that local control be maintained and not circumvented as the District considers leasing the property in Anaheim. She requested the District include the City of Anaheim and its residents in the decision- making process, and to look for alternate sites for the project. Susan Faessel, Anaheim resident, spoke in opposition of the proposed lease agreement and expressed her gratitude to OCWD for working with Anaheim to develop the Anaheim Coves project. Barb Hershey, homeowner and Captain of the Neighborhood Watch program, stated she lived within .5 miles of the proposed power plant and she opposed the proposed lease to CPV. She expressed concerns about environmental safety issues and future property values. Director Sheldon left the meeting at 12:47 p.m. Stephen Faessel, Anaheim resident and former Anaheim Commissioner, discussed the authority of the California Energy Commission (CEC) and he reported the absence of public hearings is a significant loss in the due process when stakeholder are overlooked. Shawn Schabazi, local realtor, expressed his opposition to the proposed lease and advised there would be negative impacts on future real estate sales, fewer property investments and declining property values.

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Director Whitaker asked Mr. Schabazi if he had any market information to support his forecasting on the property values in Placentia near the Canyon power plant. Mr. Schabazi did not have that information. Dennis Sorenson, resident, expressed a passion for the peaceful riverbed trails in Anaheim and he was opposed to the placement of the power plant in that area. Ron Pughe, homeowner in Orange, stated his support of the Stop the Power Plant group and advised that neighbors in adjacent cities will support the initiative. Curtis Payne, Hardin Automotive, stated his concerns about the negative economic impacts on the Hardin Automotive business and his opposition to the power plant. He requested the District consider other options for the property at Ball Road basin. Adam Bendig stated he would like the Board to listen to the residents that will be directly affected. Richard Ewald, Hardin Honda Service Manager, spoke in opposition of the lease to CPV at Ball Road. He addressed various negative economic impacts on the local automotive dealerships, the Phoenix Club and community businesses located in the vicinity of the proposed power plant. Mr. Ewald advised that repeat business will be adversely affected and layoffs will occur. Director Sheldon returned to the meeting at 1:05 p.m. Andrea Genovese, resident, spoke in opposition of the power plant as it is inconsistent with the local community planning, development and the investments already planned for that area. Tommy Thompson, Executive Director of the South Coast Division of the California Apartment Association, spoke in opposition to the proposed power plant due to the potential loss of investments and how it would upset the local planning efforts and future community investments. He stated the unsolicited proposal does not meet the good planning criteria established in both Anaheim and throughout Orange County. June Aagesen, resident, stated she did not wish to comment at this time. Kathy Orosco, a Anaheim resident for 64 years, said she has watched the landscape in Anaheim change over the years. She spoke in opposition of the location proposed for the power plant and she expressed the need for more park space similar to Anaheim Coves. Brandon Wood, General Manager of Puddles Car Wash and combat veteran, stated he fought for this country, the people, the system, and its ideals. He stated he is an involved and concerned citizen and requested the District make the people proud and vote “no” on the lease to the power plant. Director Dewane expressed appreciation to Mr. Wood for his service to the country. Dennis Hardin, owner of Hardin Automotive, stated his father began the business in 1957 and his family now owns and operates three dealerships in Anaheim, two dealerships in Garden Grove and one in Irvine. He expressed his concerns about the presence of a power plant in close proximity to his retail and business operations.

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Jared Hardin, Hardin Automotive Group, stated his concern that CPV has not been forthcoming or honest about their plans with the business community, and he felt that CPV has been dismissive in discussions regarding Hardin Automotive business concerns. Mr. Hardin requested the Board consider the needs of the business community in the decision-making process. Eric Hardin, Hardin Automotive Group, stated his concern about the negative impacts of the power plant on his business and customer perceptions that will impact Hardin’s retail operations. Erin Beshear, employee at Anaheim Automotive Center, shared her observations about the positive changes in Anaheim that have contributed to make Anaheim a premier destination, and she expressed concerns that the power plant contradicts the progress the City of Anaheim has made to attract residents and business owners. She stated she enjoys the wildlife and the sites along the river trails and she strongly opposes the building of the power plant. John Sackrison, Executive Director of the Orange County Automotive Dealers Association, stressed the potential impacts on the dealerships in Anaheim. He reported on various Directors accomplishments and leadership roles and acknowledged that Directors Green, Whitaker and Yoh have been consistent and outspoken proponents for local control and good leadership. He stated his opposition to the proposed lease and requested that OCWD work with Anaheim and employ an open and public process. He requested the Board reject the CPV proposal to locate and build a power plant at the Ball Road basin location. Todd Ament, Anaheim Chamber of Commerce, stated he was involved in the zoning process for over two years as a member of the Anaheim Planning Department at the Canyon site and there are similar tensions with the zoning issues. He advised the City is using an open process and staff will make a presentation for the District if Directors are unable to attend meetings. He reported on meetings with CPV and the frustrations expressed about the Stop the Power Plant website. Mr. Ament advised that CPV has not provided renderings of the plant and he summarized the process that CPV has used to circumvent the City’s planning process. He stated that the local planning process is a vehicle that is used to protect landowners and business owners who are part of that process and invest in the community as a result of that process. Mr. Ament outlined his feelings about CPV being able to circumvent the planning process of local government and he advised that the City of Anaheim is not in favor of this lease and hoped the land would become part of the commercial planning process and be placed on the open market. He requested that if the District makes the decision to move forward, that a requirement be added that the lease go through the Planning Commission and then to the Anaheim City Council for review. Director Dewane stated that misleading statements and spreading misinformation destroys credibility. He advised this type of difficult decision is why the CEC is involved, because the local planning level would never approve the development of energy production in their jurisdiction. He advised the District has property and makes decisions on leases; however, if CPV is awarded a lease it will be required to comply with the established regulatory process and whatever local or regional scrutiny is involved to determine health and/or safety issues. He noted local issues are important but the regional perspective must also be considered and discussed in a respectful forum. Director Sidhu stated his concerns that Directors have not been given the final renderings by CPV and he questioned the timetable of the decision-making process at the Board level. He agreed the City of Anaheim and the community should be involved.

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Director Whitaker stated he was confused and concerned about Mr. Ament’s offer to help facilitate finding an alternate site after he just acknowledged the Canyon power plant site was now causing the Planning Commission second thoughts and a heighted awareness of stakeholder issues. Director Bilodeau arrived at 1:25 p.m. at this point in the meeting. Jayne Jones, owner of the Anaheim Equestrian Center Rancho Del Rio Stables expressed her concerns about the project and its potential impact on her business, the animals they care for, and the neighbors that enjoy unencumbered access to the river trails and wildlife. Arlene Eliason stated she is an equestrian and a 20 year resident in Ranch Del Rio and works in the Canyon District near the power plant. She supports the concept of open space at the Ball Road Basin location and was concerned about the construction and the future impact of a power plant on her home, her work and local recreational areas. Robert Hawkins, Hardin attorney reported on his review of District documents provided as a result of a Public Records request. He advised the records he received did not have certain documents that he felt would be important for the Board and stakeholders to review and consider during the decision-making process. He stated that a presentation by CPV would provide helpful information. Seeing no additional speakers, Director Dewane closed the public comment period. 2. ADJOURNMENT TO CLOSED SESSION Prior to adjourning to closed session, Director Dewane invited CPV representative Mark Turner to address the Board and introduce the proposed project to those in attendance. Mr. Turner provided basic information on CPV and its business strategy to be part of the changing environment in Orange County as aging infrastructure for the production of electricity is retired and new clean technology comes online. He reviewed the CPV company portfolio and explained that the current process is one of gaining site control with the next step being entering into the application process with the California Energy Commission (CEC) which will require community participation and the involvement of the local municipality. Mr. Turner reported that CPV is aware of the challenges that it will encounter as each project comes online in urban areas, and reported that CPV has not skipped or circumvented any regulatory or municipal process. He noted that community outreach has already begun and CPV will be holding a series of meetings with stakeholders to provide updates on the progress of the project and to discuss areas of mitigation that may be necessary and specific to each phase of the project. Mr. Turner advised that the initial proposal has already been altered and CPV engineering staff has modified the initial project concept to include a clean energy facility with a smaller footprint and added a multi-sports complex. Director Yoh left the meeting at 1:45 p.m. Mr. Turner distributed a series of photo boards with renderings of site plans from a variety of perspectives for the Board and the audience to review. He reported the site plans are realistic and an accurate representation of the project as it looks today. Director Dewane thanked Mr. Turner for the candid presentation and invited him to stay and meet with the public while the Board adjourned to closed session. Prior to adjourning to closed session, one additional member of the public requested permission to speak. Director Dewane invited the speaker to the podium.

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Michael Kosmedes, resident of east Anaheim, asked Director Sheldon if land use issues were considered by the District in these projects and advised the appropriate use of the land should be a consideration of the Board as the property at Ball Road Basin is documented as a liquid faction zone in the event of an earthquake. Director Sheldon replied the Board is interested in land use; however, the land use in this project will be an issue for CPV to investigate and consider. The Board then adjourned to Closed Session at 2:10 p.m. to discuss the following matter. CONFERENCE WITH REAL PROPERTY NEGOTIATORS [Government Code Section 54956.8] Real property located at: Parcels (3) 253-473-01 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 253-631-32 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 253-631-39 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806

OCWD negotiator: Michael Markus Negotiating party: Basin Development, LLC (Competitive Power Ventures) Under negotiation: Price and Terms

RECONVENE IN OPEN SESSION The Board reconvened in Open Session at 3:05 p.m. whereupon General Counsel Joel Kuperberg announced the Board took the following action with a vote of 6-2-2 in Closed Session.

RESOLUTION NO C-11-2 AUTHORIZING THE RETENTION OF VOIT REAL ESTATE SERVICES

TO ASSIST OCWD WITH DISCUSSING TERMS OF LEASE WITH THE AFFILLIATE OF COMPETITIVE POWER VENTURES FOR PROPERTY

LOCATED ON BALL ROAD BASIN Authorized retention of Voit Real Estate Services [Mike Hefner/Mike Vernik] to assist OCWD to determine the terms of the lease with the affiliate of Competitive Power Ventures for 3 parcels of property located on Phoenix Club Drive in Anaheim, California. Ayes: Bilodeau, Dewane, Green, Sheldon, Sarmiento, Whitaker Nays: Barr, Sidhu Absent: Anthony, Yoh ADJOURNMENT There being no further business to come before the Board, the meeting was adjourned at 3:10 p.m. _____________________________________ Judy-Rae Karlsen, Assistant District Secretary ________________________________ Shawn Dewane, President

MINUTES OF MEETING


President Dewane called to order the November 20, 2013 regular meeting of the Orange County Water District Board of Directors at 5:30 p.m. in the Boardroom at the District office. Following the Pledge of Allegiance to the Flag, the Secretary called the roll and reported a quorum as follows. Directors Philip Anthony Kathryn Barr Denis Bilodeau (arrived 7:40 p.m.) Shawn Dewane Cathy Green Vincent Sarmiento Stephen Sheldon (not present) Harry Sidhu Bruce Whitaker Roger Yoh

Staff Michael Markus, General Manager Joel Kuperberg, General Counsel Janice Durant, District Secretary Randy Fick, Roy Herndon, Bill Hunt, Don Jackson, Judy-Rae Karlsen, John Kennedy, Eleanor Torres, Mike Wehner, Greg Woodside, Nira Yamachika

Others:

Steve Wicke Jim Atkinson – Mesa Water District Calvin Johnson – Homeowner Brian Ragland – City of Huntington Beach Michael Hardin – Hardin Automotive Robert Hawkins – Friends of the Basin Gary Gloward – Hardin Hyundai Keith Lyon – Municipal Water District of OC Maribel Alatone – Hardin Hyundai Robert Hanford – Friends of the Basin Danny Selgado – Hardin Hyundai Rick Shintaku – City of Anaheim Enrique Corona Todd Ament – Stop the Power Plant Josh Hattrup Betsy Eglash - Brady Simon Son - Hardin Hyundai Roberta Bechtloff – Business owner Jared Hardin - Hardin Hyundai Mark Turner – Competitive Power Ventures Eric Hardin - Hardin Automotive Robert Rio – Rancho Del Rio John Kiser - Hardin Automotive Andrew McElroy- Hardin Automotive Dennis Hardin - Hardin Automotive Daniel Fox- Hardin Mike Vercruse – Rancho del Rio James Ulloa - homeowner Bang Nguyen -Hardin Automotive Nicole Alhakawati – Anaheim resident Amy Nguyen- Hardin Automotive Shawn Shahbazi – Ball Road Basin Kerrie Harbison- Hardin Automotive Walter Gadnon – Hardin Automotive Everardo Villa – Garden Grove Kia Dennis Leatherman – Hardin Adam Bendig – Anaheim Resident Sharon Leatherman - Hardin/resident Aimee Tang – Hardin Hyundai Daniel Fox - Hardin Sam Melendez – Hardin Erin Beshear Hardin Hyundai Richard Ewald – Hardin Aubrey Yakel – Hardin Automotive Tiffany Graley – Hardin Hyundai John Yakel – Hardin Automotive Melissa Cadmen – Hardin Automotive Jeff Bass – Hardin Buick Chris Lancaster – Hardin Hyundai Walter Gadmon– Hardin Automotive Steve Cooke – Hardin Hyundai Dan Gunter– Hardin Barbara Rhodes – Homeowner Pat Simmons - Homeowner Richard Alvarado Yolanda Heredic – Hardin Hyundai Michael Kosmides

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Andrew McElroy – Hardin Automotive Gary Cloward – Hardin Hyundai Curtis Payne – Hardin Automotive Cathy Lampshire - Homeowner Sam Melendez – Hardin Robert Jones – Rancho Del Rio Richard Calvin – Orange Homeowner Richard Culver – Orange Resident Nina Brickley – Resident Diana Curtis – Anaheim Resident Rachel Williams – Hardin Hyundai John Kiser – Hardin Automotive VISITOR PARTICIPATION Newport Beach resident Charles E. Griffin addressed the Board regarding desalting ocean water with electrical power and urged the Board to look at production of electrical power from fusion of hydrogen and boron. There were no other persons wishing to address the Board on items not on today’s Agenda. CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Anthony, seconded by Director Barr and carried [8-0], with Directors Bilodeau and Sheldon absent, as follows. 1. Approval of Cash Disbursements

MOTION NO. 13-158

APPROVING CASH DISBURSEMENTS Payment of bills for the period October 31, 2013 through November 13, 2013 in the total amount of $3,697,738.08 is ratified and approved. 2. Approval of Amended Minutes of Board of Directors Meetings

MOTION NO. 13-159 APPROVING AMENDED MINUTES OF BOARD MEETING

The minutes of the Board of Directors meetings held June 5 and June 19, 2013 are hereby approved as amended. CONSENT CALENDAR ITEM RECOMMENDED FOR APPROVAL AT COMMUNICATIONS/ LEGISLATIVE LIAISON COMMITTEE MEETING HELD NOVEMBER 7 3. Federal Legislative Update

MOTION NO. 13-160 RECEIVING AND FILING FEDERAL LEGISLATIVE UPDATE

The Federal Legislative update dated November 7, 2013 is hereby received and filed.

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4. State Legislative Update

MOTION NO. 13-161 RECEIVING AND FILING STATE LEGISLATIVE UPDATE

The State Legislative update dated November 7, 2013 is hereby received and filed. 5. 18th Annual Children’s Water Education Festival – James Event Productions, Inc. Equipment

and Rental Contract

RESOLUTION NO. 13-11-140 APPROVING EQUIPMENT AND RENTAL CONTRACT WITH

JAMES EVENT PRODUCTIONS FOR 18th ANNUAL CHILDREN’S WATER EDUCATION FESTIVAL

RESOLVED, that the Equipment and Attraction Rental Contract with James Event Productions, Inc. is authorized for an amount not to exceed $79,200 for equipment rentals and event services for the 18th annual Children’s Water Education Festival; and upon approval as to form, its execution by the District officers is authorized. CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT WATER ISSUES COMMITTEE MEETING HELD NOVEMBER 13 6. Contract No. W-2013-1, Field Headquarters Remodel Project: File Notice of Completion (A2Z

Construct, Inc.)

RESOLUTION NO. 13-11-141 ACCEPTING COMPLETION OF CONTRACT NO. W-2013-1, FIELD HEADQUARTERS

REMODEL PROJECT, AND AUTHORIZING FILING OF NOTICE OF COMPLETION (A2Z CONTRUCT, INC.)

WHEREAS, the District staff has submitted its report that A2Z Construct, Inc. has completed work under Contract No. W-2013-1, Field Headquarters Remodel Project, and has recommended that the District accept completion of said work and that a Notice of Completion be filed for recordation and the balance of payment be made, pursuant to the terms and conditions of such contract; and WHEREAS, staff has advised of issuance of Change Order No. 3 to A2Z Construct, Inc. in the amount of $2,145 to address unforeseen conditions related to inadequate plumbing and drywall repair; and NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby resolve as follows: Section 1: Issuance of Change Order No. 3 to such contract is ratified. Section 2: Work under such contract is accepted as complete and the District staff is authorized and directed to execute a Notice of Completion and record said Notice in the Office of the County Recorder.

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Section 3: Upon expiration of the interim lien period, providing no liens have been filed, payment of the balance due under such contract shall be made. 7. Contract No. FV-2013-2, Replacement of Administration Building Windows Project - Change

Order No. 3 and Revised Budget

MOTION NO. 13-162 AUTHORIZING ISSUANCE OF CHANGE ORDER TO CONTRACT NO. FV-2013-2,

REPLACEMENT OF ADMINISTRATION BUILDING WINDOWS PROJECT, AND REVISING PROJECT BUDGET

Issuance of Change Order No. 3 is authorized to Contract No. FV-2013-2, Replacement of Administration Building Windows Project (CC Construction & Development, Inc.) in the amount of $11,500 for window frame preparation and painting; and a revised project budget of $89,000 is authorized. 8. Astrix Technology Group Agreement for Consulting Services in Advanced Water Quality Lab

RESOLUTION NO. 13-11-142 AUTHORIZING AGREEMENT TO ASTRIX TECHNOLOGY GROUP FOR CONSULTING

SERVICES IN THE ADVANCED WATER QUALITY LABORATORY RESOLVED, that issuance of an Agreement is authorized to Astrix Technology Group in an amount not to exceed $23,995, for consulting services in support of LIMS selection in the Advanced Water Quality Laboratory 9. Petition from Big Canyon Country Club for Exclusion from Payment of RA/BEA

MOTION NO. 13-163 SCHEDULING PUBLIC HEARING TO CONSIDER PETITION FROM

BIG CANYON COUNTRY CLUB FOR EXCLUSION FROM PAYMENT OF REPLENISHMENT ASSESSMENT AND LEVY OF THE BASIN EQUITY ASSESSMENT

A public hearing to consider the Petition from Big Canyon Country Club for Exclusion from Payment of Replenishment Assessment and the Levy of the Basin Equity Assessment is hereby scheduled for December 18, 2013, at 5:30 p.m. in accordance with Section 38 of the District Act; and discussion is hereby deferred to the December 11, 2013 Water Issues Committee meeting. CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT ADMINISTRATION FINANCE ISSUES COMMITTEE MEETING HELD NOVEMBER 14 10. Monthly Cash Control Report

MOTION NO. 13-164

RECEIVING AND FILING SUMMARY CASH AND CASH EQUIVALENTS CONTROL REPORT DATED OCTOBER 31, 2013

The Summary Cash and Cash Equivalents Control Report dated October 31, 2013 is hereby received and filed.

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11. Monthly Cash Disbursements Detail Report

MOTION NO. 13-165 RECEIVING AND FILING CASH DISBURSEMENTS DETAIL REPORT

The Cash Disbursements Detail Report for the period of September 26 through October 30, 2013 is hereby received and filed. 12. Statement of Investment Policy

RESOLUTION NO. 13-11-143 ADOPTING STATEMENT OF INVESTMENT POLICY

The Statement of Investment Policy for Fiscal Year 2013-2014, on file at the District office, is hereby adopted as presented. 13. Investment Portfolio Holdings Report

MOTION NO. 13-166 RECEIVING AND FILING INVESTMENT PORTFOLIO HOLDINGS REPORT

The Investment Portfolio Holdings Report dated October 31, 2013 is hereby received and filed. 14. Ratio Analysis Report for Quarter Ended September 30, 2013

MOTION NO. 13-167 RECEIVING AND FILING RATIO ANALYSIS REPORT FOR THIRD QUARTER

The Fiscal Year 2013-14 First Quarter Ratio Analysis Report for the quarter ending September 30, 2013 is hereby received and filed. 15. Budget to Actual Report - First Quarter Fiscal Year 2013 – 2014

MOTION NO. 13-168 RECEIVING AND FILING BUDGET TO ACTUAL REPORT

FIRST QUARTER FISCAL YEAR 2013 – 2014 The Budget to Actual Report for First Quarter of Fiscal Year 2013-14 is hereby received and filed. 16. INFORMATIONAL ITEMS

There was no discussion of the Informational Items on tonight’s Agenda. 17. VERBAL REPORTS President Dewane reported that he recently met with Congressman Rohrabacher and Senator Sessions from Alabama to discuss the GWRS project.

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► Reports on Conferences/Meetings Attended at District Expense (at which a quorum of the Board was present)

The Board reported on attendance at the following Committee meetings and noted the Minutes/Action Agendas were included in tonight’s Board packet. November 07 Communication/Legislative Liaison Committee November 13 Water Issues Committee November 14 Administration and Finance Issues Committee November 15 Property Management Committee ADJOURN TO CLOSED SESSION Prior to adjourning to Closed Session, President Dewane advised that there were several members of the public wishing to address the Board on the Closed Session item regarding a potential lease of the Burris Basin property in Anaheim to Basin Development, LLC (Competitive Power Ventures). The following individuals then addressed the Board. Richard Ewald, Hardin Hyundai Service Manager, commented on the statements made about the graphics displayed on the Stop the Power Plant website and expressed concern over the harmful emissions from power plants. Steve Cooke expressed potential safety concerns that the public might encounter with a power plant. Erin Beshear, Hardin Hyundai employee, expressed concern that CPV may be sugar coating a massive eyesore and source of pollution by adding a sports park on the property. She noted the power plant would damage her employer’s business and directly impact her own personal financial wellbeing and security. Dennis Hardin, Anaheim resident and co-owner of Hardin Automotive, former president of the Anaheim Chamber of Commerce, former president of the Orange County Motor Car Dealer Association, and president to be of the California New Motor Vehicle New Car Dealer Association, stated that all of these organizations are politically active and they are all aware of the potential negative impacts of a power plant at that location. He explained how his business operations will be affected and requested additional information on how CPV plans to beautify four 80-foot stacks with scaffolding and ladders to make it appealing and attract customers to buy cars in the area. John Sackrison, Executive Director of the Orange County Automobile Dealers Association, expressed opposition to the proposed lease, and stated that he is not aware of any power plant being place directly across the street from a major retail center. He advised the Anaheim Auto Center is a significant economic engine and provides employment for over 500 people. Mr. Sackrison was concerned that the needs of the power company have usurped the needs of the local businesses and residents of Orange County, and he urged the Board to be responsible stewards as elected and appointed members of the Board. John Yakel, Hardin Automotive employee and resident of the Orange, expressed concern for his property’s value and his family’s health. He urged the Board to vote ‘no’ on the power plant lease. Richard Culver, resident and employee, stated he lives in close proximity to the proposed site and is concerned about noise pollution and environmental health issues for his family. He reported that he

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submitted a petition to the Clerk from 27 people in his neighborhood and for another 15 people in the River Trails area opposing the project. Jeff Bass, Hardin Automotive Group employee, said he echoed the sentiments of Erin Beshear who spoke earlier and urged the Board to vote against the power plant. Gary Cloward, Hardin Automotive Group employee, stated that his family uses the river bed and bike trails regularly and that the power plant will destroy this area and negatively affect his livelihood. Adam Bendig expressed opposition to leasing the land for the power plant. Jared Hardin, Hardin Automotive Group, disagreed with a prior statement made by a Director that this is just a decision on issuing a lease. He reminded the Board that he submitted a request to purchase or lease this same piece of property but was told the property was not available. Mr. Hardin reported that OCWD did not notify him the property status had changed and he requested the District provide him an opportunity to lease that property. He urged the Board to vote “no” on the lease to CPV. President Dewane responded, for the record, that the District received a letter from Mr. Hardin expressing the same sentiments about former communications with the District; however, at the November 6 Board meeting, he submitted a transcript of the record of communications with Mr. Hardin, which shows the District encouraged Mr. Hardin to work with the City of Anaheim planning department regarding a purchase or lease on that property and asked to return to OCWD with the results of that discussion, but to his knowledge that has not yet happened. Director Sarmiento noted that the Board takes the public comments very seriously. Director Barr reminded the public that Directors do not always think alike, so a comment from one Director doesn’t mean the entire Board concurs with that statement. Director Green noted that she is listening and has kept a record of the public comments. Rachel Williams, Orange County resident, reminded the Board that the land belongs to all the residents and expressed opposition to the lease. She urged the Board to make the land available for something that will benefit the entire community. Todd Ament stated the Anaheim Visitors and Convention Bureau is unanimous in its concern for protecting that corridor. He reported that Southern California Edison (SCE) has assessed the potential location in their search for site planning and determined it was not even on their map as a good site for a power generation facility. He stated he understands that OCWD is interested in finding significant revenue to bring down water rates, but the City of Anaheim may also be considering uses for the property; therefore, he encouraged dialogue with the City regarding land use and land planning and to include that local planning process in the lease negotiations. Robert Hawkins, representing Friends of the Basin, noted that the potential lease or sale of this property is not exempt from complying with California Environmental Quality Act and an environmental analysis will be required. He reported he is aware of the SCE map and offered to share it with the Board. James Regala, homeowner, urged the Board to keep the river area beautiful.

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Director Anthony advised that he was not present at the November 15 Board meeting, but stated the District has a much broader responsibility than just the matter of price and terms in making the decision on leasing the property. ADJOURN TO CLOSED SESSION: The Board adjourned to Closed Session at 6:17 p.m. as follows:

CONFERENCE WITH REAL PROPERTY NEGOTIATORS [Government Code Section 54956.8] Real property located at: Parcels (3) 253-473-01 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 253-631-32 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 253-631-39 - 1200 S. Phoenix Club Drive, Anaheim, CA 92806 OCWD negotiator: Mike Markus Negotiating party: Basin Development, LLC (Competitive Power Ventures) Under negotiation: Price and Terms CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION [Paragraph (1) of subdivision (d) of Section 54956.9]: Two (2) Cases 1) OCWD v. Northrop Corporation, et al (VOC Litigation) Superior Court Case No. 04CC00715

2) OCWD v. Sabic Innovative Plastics, LLC et al (South Basin Litigation) Superior Court Case No. 03CC 00078246

Director Bilodeau joined the meeting at 7:40 p.m. during Closed Session. RECONVENE IN OPEN SESSION The Board reconvened in Open Session at 7:50 p.m. whereupon General Counsel Kuperberg announced that no reportable action took place in Closed Session. ADJOURNMENT There being no further business to come before the Board, the meeting was adjourned at 7:50 p.m. _____________________________________ Janice Durant, District Secretary ________________________________ Shawn Dewane, President

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AGENDA ITEM SUBMITTAL Meeting Date: January 9, 2014 Budgeted: No Budgeted Amount: N/A To: Communication/Leg. Liaison Cte Cost Estimate: N/A

Board of Directors Funding Source: N/A Program/Line Item No.: N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: E. Torres/J. Kennedy CEQA Compliance: N/A Subject: OCEAN DESALINATION CITIZENS’ ADVISORY COMMITTEE SUMMARY

The Orange County Water District (OCWD; the District) Board of Directors previously approved establishing an Ocean Desalination Citizens' Advisory Committee (ODCAC) to make recommendations and provide input on the proposed Huntington Beach Ocean Desalination Project. Membership on the committee was recently discussed in December 2013 by the Board. Staff recommends deferring efforts to establish the committee at this time.

RECOMMENDATION

Agendize for January 22 Board meeting (deferred to February 5 Board meeting): Defer efforts establishing an Ocean Desalination Citizens' Advisory Committee.

DISCUSSION/ANALYSIS Establishing and managing the ODCAC will require significant staff resources. Given current staffing limitations, staff recommends the District defer efforts to establish the ODCAC. In the meantime, the District will continue to keep members of the community engaged and informed about related topics addressed at OCWD Board and Committee meetings. Interested parties are encouraged to attend meetings regularly and provide their comments and input to the District. PREVIOUS BOARD ACTION ITEM(S) 07/24/13 R13-7-97 - Authorize the formation of an Ocean Desalination Citizens' Advisory Committee

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AGENDA ITEM SUBMITTAL Meeting Date: January 24, 2014 Budgeted: N/A Budgeted Amount: N/A To: Property Management Committee Board of Directors

Cost Estimate: N/A Funding Source: N/A

Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: Required Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: AMENDMENT TO LICENSE AGREEMENT WITH GRIFFITH COMPANY SUMMARY The County of Orange Public Works (“County”) is in the process of widening Lincoln Avenue and the Lincoln Avenue Bridge at the Santa Ana River. On August 20, 2013 the District entered into a License Agreement with the County’s contractor, the Griffith Company (“Griffith”), to allow Griffith to store equipment, construction materials and park vehicles in a lay-down area north of the Lincoln Avenue Bridge at Five Coves Basins and to use the access ramp into the Santa Ana River to construct the bridge pilings. Griffith’s License will expire on February 19, 2014. Griffith has requested that the License be extended to October 20, 2014 to complete the bridge widening project. Attachment(s): Amendment One to License Agreement with Griffith Company

RECOMMENDATION Agendize for February 5 Board meeting: Approve and authorize execution of Amendment One to License Agreement with Griffith Company to extend the License Agreement to a new expiration date of October 20, 2014. BACKGROUND/ANALYSIS The County of Orange is in the process of widening Lincoln Avenue and the Lincoln Avenue Bridge at the Santa Ana River, a portion of which is on District land. In order to widen Lincoln Avenue and the bridge, the County awarded a contract to Griffin to do the construction work. On August 20, 2013, Griffith was issued a 6 month License under Board Resolution No. 86-3-19 that authorized the General Manager to execute permits (licenses) for 6 months or less. The License Fee was $550 per Board Resolution No. 92-12-213. On January 30, 2014, a representative from Griffith contacted staff to request an extension to its license until October 20, 2014 as the road and bridge widening project is taking longer than the original 6 month license period. Staff reviewed Griffith’s request and has no objections to extending the license. Griffith is in compliance with the terms of its current license.

RECOMMENDED BY COMMITTEERECOMMENDED BY COMMITTEE

PRIOR RELEVANT BOARD ACTION(S)

01/02/13, R13-1-2, Authorize execution of License Agreement with the County of Orange for a temporary construction area to construct the Lincoln Ave. Road Widening Project with an expiration date of June 30, 2014 and a license fee of $7,000. 12/2/92, M92-458, Authorizes a Fee Schedule for Right of Entry Permits of $550 to government agencies and contractors; $100 charged to homeowners. 03/2/86, R86-3-19, Authorizes the Secretary Manager or Assistant Secretary to execute temporary access permits.

Location Map

Premises (southerly ramp}

AMENDMENT ONE TO LICENSE AGREEMENT (Lincoln Avenue at Santa Ana River)

THIS AMENDMENT is made and entered into this 5th day of February 2014 by and between the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California (hereinafter, the “OCWD”) and GRIFFITH COMPANY, a California corporation (hereinafter, “Licensee”):

RECITALS WHEREAS, on August 20, 2013 OCWD and Licensee entered into a License Agreement for six months to allow Licensee to store equipment, construction materials, and park vehicles in a lay-down area for the purpose of widening the Lincoln Avenue road and bridge, in the Cities of Orange and Anaheim, CA. including the use of the southerly ramp to enter the Santa Ana River for the purpose of installing piers, pilings, and concrete supports for the Lincoln Avenue Bridge. License includes ingress to and egress from the Premises from the OCWD entrance gates on Lincoln Ave. to the Premises with an Expiration Date of February 19, 2014 and License Fee of $550. WHEREAS, on January 20, 2014, Licensee requested that its License be extended to October 20, 2014 to allow time to complete the Lincoln Aveneu road and bridge widening project. NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and the terms, covenants and conditions hereinafter contained, the parties do hereby agree as follows: 1. The Expiration Date in License Paragraph 1.2 (Term) is hereby extended to

October 20, 2014. 2. Each and every other term, covenant and condition of the License, as amended,

not herein expressly modified is hereby ratified and confirmed and shall remain in full force and effect.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have executed the Amendment to License as of the day and year first hereinabove written.

“OCWD”

ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California

APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: _________________________________ Shawn Dewane, President By: __________________________

General Counsel for Orange County Water District

By:__________________________________ Michael R. Markus P.E., General Manager

“LICENSEE”

GRIFFITH COMPANY, a California corporation By: ______________________________

Donald R. Peterson, Division Manger

By: _____________________________

Name: ___________________________

Title: ____________________________ Amendment One Griffith Co. (1-6-14)

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AGENDA ITEM SUBMITTAL

Meeting Date: January 24, 2014

Budgeted: N/A

Budgeted Amount: N/A To: Property Management Committee Revenue : $1,000,000 Board of Directors Funding Source: N/A Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: Required Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: SALE OF SOUTH STREET PROPERTIES TO FAMILY DEVELOPMENT

GROUP, INCORPORATED

SUMMARY

Staff and Family Development Group (FDG) have negotiated a purchase agreement for the surplussed South Street parcels (Properties) which are approximately 3.5 acres in total size. Staff will present the Purchase and Sale Agreement (PSA) for consideration. Attachment(s): Agreement for Purchase and Sale of Real Property and Escrow Instructions

RECOMMENDATION Agendize for February 5 Board meeting: Approve and authorize execution of Agreement for Purchase and Sale of Real Property and Instructions to Escrow with Family Development Group Inc. for the purchase of 3.6 acres located at or about 2840-2901 East South Street, Anaheim, California for $1,000,000. BACKGROUND/ANALYSIS In May 2011 the Board approved preparation and authorized execution of an Exclusive Due Diligence and License Agreement with FDG to evaluate the feasibility of developing residential housing on the Properties, including both a one acre parcel declared surplus in 2001 (identified as “A” in the location map) and 2.5 acre parcels declared surplus in 2010 (identified as “B” and “C” in the location map). In February 2012, staff received a property appraisal from Lidgard and Associates, Inc. (Lidgard). In September 2012, staff was authorized by the Board to provide a copy of the appraisal to FDG, and to negotiate price and terms for the Properties and return to the Board for consideration. Subsequently, Mr. Barbato provided a letter of intent with an offer to purchase the Properties for a purchase price of $1,000,000, which is more than the appraised value of the Properties in the appraisal provided by Lidgard. At the November 7, 2012 Board meeting staff was authorized to provide a counter-offer, which was accepted by FDG.

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Staff and FDG have negotiated a PSA which includes a $20,000 Initial Earnest Money Deposit which is immediately non-refundable, as requested by the Board, with the exception that the $20,000 is refundable if there is a default caused by the District; and an $80,000 additional Earnest Money Deposit if FDG proceeds with the sale at the end of the Feasibility Period which is immediately non-refundable. As part of the negotiation, staff and FDG agreed to the continued use and/or relocation of the District’s Pumphouse located on the Property that contains the water connection for the irrigation system for the mitigation area and to fill the District’s water truck for dust control which may have to be relocated at FDG’s expense; and 2) the legal description revision required for Parcel 1, the 2.2 acre parcel south of South Street (identified as “B” on the attached Location Map), to remove the bike and pedestrian trail from the parcel. Summary of terms:

Description Original Term

Property Description:

Approximately 3.5 acres comprised of:

1 acre parcel declared surplus in 2001 (identified as “A” in the Location Map); and

2.5 acre parcels declared surplus in 2010 (identified as “B” and “C” in the Location Map)

Purchase Price: $1,000,000 cash purchase price

Deposit:

Deposit of $100,000 in two installments:

$20,000 with execution of the PSA (non-refundable); and

$80,000 at the expiration of the Feasibility period

Feasibility Period: 90 days from execution of PSA

Close of Escrow: Within 15 days after expiration of Feasibility Period

Legal Description:

During Feasibility Period, the legal description and plat for the Property will be modified to exclude the bike and pedestrian trail at Buyer’s expense (in parcel identified as “B” in the Location Map)

Pumphouses:

FDG to provide continued use and/or relocation of the District’s and City of Anaheim Pumphouses and/or relocate, with District’s and City’s approval at FDG’s expense

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Summary of Prior Steps Taken January 2008

Property was surveyed and the survey map presented to Property Management Committee. Recharge and Engineering staff evaluated the proposed property boundaries and determined that use of the Property as indicated by the survey map does not conflict with the operations of Burris or Lincoln Basins District staff received and reviewed the preliminary title reports for both properties, and has identified major easements on the properties.

February Letter sent to the OCFCD requesting removal of the easements on the property

adjacent to Lincoln Basin June Letter was received from OCFCD indicating they would be willing to remove the

easement on the property adjacent to Lincoln Basin

July Work order issued to surveyor to write a legal description of the property

September Legal description of the property received from surveyor

Letter sent to OCFCD providing a quitclaim deed with the legal description of the property and requesting that approval for execution of the quitclaim be scheduled with the Board of Supervisors

October Waiting for response to letter

November Notified by OC Geomatics that they are reviewing the request for OCFCD. January 2009 Notified by OC Geomatics that flood easement is no longer valid on parcel

adjacent to Lincoln Basin. First American Title Company provided a revised Title Report indicating the

removal of flood control easement OCFCD is to send letter confirming finding February Letter sent to First American Title requesting review of exceptions and a new

preliminary Title Report. March Letter from OCFCD confirming that the flood easement over the parcel north of

South Street is not valid. April Staff reviewing tentative parcel map process, fees and expenses.

May Staff met with City Engineer to discuss the abandonment of a portion of South

Street. Staff received quote from David Bush to prepare a tentative parcel map.

June Staff met with City staff to discuss the abandonment of South Street. Staff received a letter from City staff supporting vacating/abandonment of the easterly portion of South Street.

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July Staff met the Le Med apartment owners to discuss the potential abandonment

of South Street and the potential South Street project.

September Staff met with the City of Anaheim’s Planning Services Manager to discuss the District’s plan for South Street. Staff contacted consultant to discuss resolving the title exceptions in the Preliminary Title Report.

October Staff contacted Fidelity National Title regarding new preliminary Title report and

to discuss exceptions identified by First American Title. November Staff working with Fidelity National Title to resolve title exceptions. December Staff received a Preliminary Title Report from Fidelity National Title Company. January 2010 Staff reviewed the Preliminary Title Report from Fidelity National Title Company.

February No activity. March Board of Directors declared Property surplus. 60 day Notice of Intent to Dispose of Surplus Property mailed. April Staff working with Fidelity National Title to resolve title exceptions. Staff received letter from City of Anaheim responding to the 60 day Notice. Staff filed the Notice of Exemption in the Orange County Recorder’s Office May Staff issued a Request for Quotes for Civil Engineering services to produce a

parcel map. June Received revised Preliminary Title Report. Staff received quotes for Civil Engineering services to produce a parcel map. Staff issued a Purchase Order to Stantec to provide engineering services to

develop a Tentative Parcel Map. Meeting with Anaheim Mayor and senior staff August Stantec developing Tentative Parcel Map September Tentative Parcel Map finalized for filing the application for a tentative parcel map Finalizing appropriate forms required in filing the application for a Tentative

Parcel Map October Filed application for Tentative Parcel Map with City. November Received letter from City requesting additional information to complete the

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review of the application for a Tentative Parcel Map. December Issued Purchase Order to Stantec Consulting Services to modify Tentative

Parcel Map. January 2011 Staff provided additional Information and materials requested by the City for the

Tentative Parcel Map. February City staff advised that they would notify staff of hearing date. March City staff advised that the Tentative Parcel Map hearing scheduled for April 11. April District staff met with City Planning Department staff to discuss tentative parcel

map. May Staff directed consultant to modify the Tentative Parcel Map to incorporate

City’s additional changes. District entered into an Exclusive Due Diligence and License Agreement with

Family Development Group. November District entered into Amendment One to Exclusive Due Diligence and License

Agreement with Family Development Group. January 2012 District entered into Amendment One to Exclusive Due Diligence and License

Agreement with Family Development Group. February District staff received Appraisal Report on the South Street Property. March District staff reviewing Appraisal Report on the South Street Property. April District staff reviewing Appraisal Report on the South Street Property.

Exclusive Due Diligence and License Agreement with FDG expired.

September Board authorized releasing appraisal to FDG and staff to negotiate price and

terms. FDG provided Letter of Intent to staff.

November Board authorized counter-offer to FDG.

Counter-offer submitted to FDG December FDG accepted District’s counter-offer. January 2013

District staff drafting a Purchase Agreement to FDG.

March Draft Purchase and Sale Agreement provided to FDG.

October FDG Agrees to terms of Purchase and Sale Agreement.

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PRIOR RELEVANT BOARD ACTION(S) 11/2/11, R11-11-165 Approve Amendment One to Exclusive Due Diligence Agreement

and License Agreement with Family Development Group for a 180 day extension; and return to November 17 Property Management Committee meeting with a proposed property value.

05/04/11, R11-05-63 Execute Exclusive Due Diligence Agreement and License Agreement

with Family Development Group, Inc for a six month period. 03/03/10, R10-03-38 Find that the 2.578 acre portions of property located on South Street

adjacent to Burris and Lincoln Basins, Anaheim CA are no longer necessary to be retained for immediate uses and purposes of the District and declare the property surplus

Authorize filing of Notice of Exemption pursuant to CEQA 8/15/07, M07-113 Authorize staff to survey the property; perform the necessary lot line

adjustments and rezoning; perform preliminary title search; establish project budget not to exceed $25,000; and direct staff to return to Committee with a property appraisal and a recommendation for surplusing the property

7/18/07, M07-104 Initiate Surplus Process for South Street Property in Anaheim and

directing staff to review proposed Site Plans for Engineering and Hydrogeological issues and prepare an RFP for consultant services.

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Location Map SOUTH STREET PROPERTIES

A

C

B

2313/022499-0016 5020206.2 a02/26/13

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND INSTRUCTIONS TO ESCROW

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND INSTRUCTIONS TO ESCROW (hereinafter, the “Agreement”) is made as of this 5th day of February, 2014 (the “Effective Date”), by and among ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the statutes of 1933, as amended (“Seller” or “OCWD”) and FAMILY DEVELOPMENT GROUP, INC., a Delaware corporation (“Buyer”).

R E C I T A L S:

A. Seller is the owner of that certain Real Property consisting of approximately 3.6 acres located at or about 2840-2901 East South Street, Anaheim, California, County of Orange, State of California, legally described in Exhibit “A” attached hereto and shown on the plat attached hereto as Exhibit “B” (the “Real Property”).

B. Seller wishes to sell the Real Property and Improvements to Buyer and Buyer wishes to buy the Real Property and Improvements from Seller pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the respective agreements hereinafter set forth, the parties hereto agree as follows:

TERMS AND CONDITIONS

1. Purchase and Sale of Property. Buyer hereby agrees to purchase from Seller, and Seller agrees to sell to Buyer, all Seller’s right, title and interest in the Real Property, together with all Improvements thereon, and all rights, privileges, and easements appurtenant to the Real Property, including without limitation, all of Seller’s interests in Real Property, but reserving therefrom Seller’s rights to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property, as well as all water, water rights, and riparian rights upon the terms and conditions hereinafter set forth. The Real Property, Improvements, and the Appurtenant Rights shall be referred to herein as the “Property.”

2. Purchase Price.

2.1 Amount of Purchase Price. The purchase price for the Property (the “Purchase Price”) is the sum of ONE MILLION DOLLARS ($1,000,000).

2.2 Payment of Purchase Price. The Purchase Price shall be paid as follows: Within three (3) business days of the Opening of Escrow as defined in Section 4.1, Buyer shall deposit with Escrow Holder by wire transfer of immediate available funds as a good faith deposit (“Initial Earnest Money Deposit”) in the amount of Twenty Thousand Dollars ($20,000) which funds are applicable to the Purchase Price but immediately non-refundable. On or prior to the expiration of the Feasibility Period, and upon Buyer’s election to move forward by providing an approval notice to Seller (“Approval Notice”), Buyer shall deposit an additional Eighty Thousand

2313/022499-0016 5020206.2 a02/26/13 -2-

Dollars ($80,000) (“Additional Earnest Money Deposit”), by wire transfer of immediately available funds which shall be applicable to the Purchase Price but immediately non-refundable. All deposit money, One Hundred Thousand Dollars ($100,000), shall be applied toward the Purchase Price of the Property at the Close of Escrow. The “Deposit” shall hereafter be deemed to refer to the Initial Earnest Money Deposit and the Additional Earnest Money Deposit and all interest earned thereon and shall be released to the Seller upon Seller’s demand at the end of the Feasibility Period. In the event that Seller defaults by not complying with the terms of this Agreement, Buyer shall submit a written request to Escrow Holder and Seller stating the nature of the default and request the release of the Initial Earnest Money Deposit by Escrow Holder to Buyer. Seller shall have five business days to cure said default and in the event that Seller fails to cure said default, Escrow Holder shall release the Initial Earnest Money Deposit to Buyer with no further obligation by either party under this Agreement. Buyer’s receipt of such released Initial Earnest Money Deposit shall serve as Buyer’s sole and exclusive remedy for any such breach by Seller.

2.3 On or before 1:00 p.m. on the business day preceding the Closing Date (as defined in Section 4.2, below), Buyer shall deposit the balance of the Purchase Price of Nine Hundred Thousand Dollars ($900,000.00) in immediately available funds with Fidelity National Title Insurance Company or such other escrow company as Buyer and Seller shall select (“Escrow Holder”). “Immediately Available Funds” shall mean a wire transfer of funds issued by the offices of a financial institution located in the State of California, or cash

3. Feasibility Period; Buyer’s Investigations.

3.1 Feasibility Period. Buyer shall commence the feasibility period with respect to the Property promptly on the Effective Date and the feasibility period shall expire ninety (90) days from the Effective Date (the “Feasibility Period”). During the Feasibility Period, Buyer may (i) undertake a Phase II Environmental Site Assessment, at Buyer’s cost and expense, to determine if there are any Hazardous Materials (as such term is defined in Section 8.1, subpart “(c)” of this Agreement) present on the Property, and (ii) make such other investigations as it deems necessary to determine whether the Property is suitable for Buyer’s intended use; provided, however, Buyer must receive Seller’s prior written consent for any invasive or destructive testing performed on the Property by Buyer. Seller shall be entitled to receive copies of all reports, tests, and studies within 5 business days of Buyer’s receipt of same. In the event that Hazardous Materials are present on the Property or the Property is not suitable for Buyer’s intended use (as determined by Buyer in its sole and absolute discretion), Buyer shall have the right to terminate this Agreement by delivery of written notice thereof to Seller prior to the expiration of the Feasibility Period (“Disapproval Notice”). Buyer’s failure to deliver an Approval Notice or Disapproval Notice shall be assumed Buyer’s delivery of a Disapproval Notice. Subject to this Section, Seller hereby grants Buyer and its agents, employees, contractors and other representatives a limited license to enter upon the Property to make such, tests, and other examinations of the Property as Buyer deems necessary in order for Buyer to determine whether the Property will be suitable for Buyer’s intended use. Buyer agrees to indemnify and hold Seller and the Property free from any and all liability, claims, damages and expenses (including but not limited to attorneys’ fees) caused by or resulting from the exercise of said license. The limited license herein granted shall be co-extensive with the term of this Agreement or any extension hereof. Prior to entering Property, Buyer shall coordinate the timing of such access with Seller and

2313/022499-0016 5020206.2 a02/26/13 -3-

provide Seller with a Certificate of Insurance in the amounts approved by Seller’s Risk Manager or her designee. Buyer’s indemnity shall survive the Close of Escrow or earlier termination of this Agreement.

3.2 Feasibility Materials. Seller shall provide to Buyer copies of all surveys, tract maps, Phase 1 reports, and other information which Seller may have in its possession or under its control. During Escrow, Buyer may, at its sole discretion and cost, order a preliminary title report, together with copies of all documents reference therein, from Escrow Holder, a survey, environmental analysis, and such other studies and reports as may be required by Buyer.

4. Escrow Opening and Additional Funds and Documents Required.

4.1 Opening of Escrow. Within three (3) business days of the Effective Date, the parties shall open an escrow (the “Escrow”) with Fidelity National Title Insurance Company (“Escrow Holder”) with Rada Garcia at its offices located at 1300 Dove Street, Suite 310, Newport Beach, CA 92660, Telephone No. (949) 662-4845, by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that a fully executed copy of this Agreement is delivered to Escrow Holder (the “Opening of Escrow”). Escrow Holder shall immediately distribute to Buyer and Seller fully executed copies of this Agreement and provide each of the parties with written confirmation of the date of the Opening of Escrow. Fidelity National Title Company shall also provide title insurance services related to this Agreement.

4.2 Closing Date. The sale of the Property shall close on or before fifteen (15) days after the expiration of the Feasibility Period and satisfaction or written waiver of each of the conditions precedent to Buyer’s obligations contained in Section 6.1 below, subject to any extension exercised pursuant to Section 4.3 below of this Agreement (the “Closing Date”). Subject to Section 4.3 below, in no event, however, shall the Closing Date occur later than one hundred-five (105) days following the beginning of the Feasibility Period without Seller’s General Manager’s or his designee’s written consent. The term the “Closing” or “Close of Escrow” is used herein to mean the time Seller’s Grant Deed is filed of record in the Office of the County Recorder of Orange County, California.

4.3 Seller Extension. In the event that all documents and releases, as required by this Agreement or any amendment to Agreement, have not been submitted to Escrow Holder prior to the Closing Date, Seller may extend the Closing Date specified in Section 4.2 above, but not for more than a period of thirty (30) additional days.

4.4 Escrow Instructions. This Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder as well as an agreement between Buyer and Seller. In the event of any conflict between the provisions of this Agreement and Escrow Holder’s standard instructions, the provisions of this Agreement shall prevail.

4.5 Delivers from Buyer. Buyer agrees that on or before 1:00 p.m. on the business day preceding the Closing Date, Buyer will deposit with Escrow Holder all additional

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funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement, including without limitation, the following:

(a) The Purchase Price less Deposits;

(b) A Preliminary Change of Ownership Report completed in the manner required in Orange County;

(c) A completed IRS Form W-9 delivered to Seller at the Close of Escrow.

(d) An Assignment of License Agreement in the form attached hereto as Exhibit “E” (“Assignment of License Agreement”);

(e) All other sums and documents (in forms reasonably approved by Buyer) required by Escrow Holder to carry out and close the Escrow pursuant to the terms of this Agreement, including the Escrow fees and Buyer’s portion of prorations, if any.

4.6 Delivers from Seller. Seller agrees that on or before 1:00 p.m. on the business day preceding the Closing Date, Seller will deposit with Escrow Holder such funds and other items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow Holder to comply with this Agreement, including without limitation, the following:

(a) A Non-foreign Affidavit in the form attached hereto as Exhibit “D” (“Non-foreign Affidavit”);

(b) The Grant Deed conveying fee simple title of the Property to Buyer in the form of Exhibit “C” attached hereto;

(c) Any necessary reconveyances to remove the lien(s) of any deed of trust encumbering Property, and

(d) A California Real Estate Withholding Certificate for Individual Sellers, Form 593-C. In the event that Seller fails to complete form 593-C or is not exempt, Escrow Holder shall withhold taxes from Sellers proceeds and complete Form 597 and remit with taxes to the State of California. If required, Seller will pay Escrow Holder a fee to assist taxpayer in completing the appropriate form;

(e) An Assignment of License Agreement; and

(f) All other sums and documents (in forms reasonably approved by Buyer) required by Escrow Holder to carry out and close the Escrow pursuant to the terms of this Agreement, including the Escrow fees and Buyer’s portion of prorations, if any.

Escrow Holder will cause the Grant Deed to be recorded when it can issue the Title Policy in the form described in Section 5.2 below, and will hold for the account of Seller the items described

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above to be delivered to Seller through escrow, less costs, expenses and disbursements chargeable to Seller pursuant to the terms hereof.

4.7 Contracts, Leases and Rental Agreements Affecting the Property. Seller hereby affirms and warrants to Buyer that there are no leases, rental agreements, contracts or other agreements encumbering the Property as of the date Buyer executes this Agreement except that certain License Agreement dated March 23, 2010 between Seller and the City of Anaheim for a water pumphouse (the “License Agreement”).

4.8 Distribution of Documents. Following Close of Escrow, Escrow Holder shall distribute the documents as follows:

(a) To Buyer:

(i) One certified conformed copy of the Grant Deed with the original of the Grant Deed to be mailed to Buyer following recordation thereof;

(ii) One duplicate original of the Non-foreign Affidavit;

(iii) One certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Buyer or Seller pursuant to the terms hereof;

(iv) The Title Policy (defined in Section 5.2, below).

(v) One original copy of Form 593-C or a copy of Form 597, completed by Seller.

(b) To Seller:

(i) One duplicate original of the Non-foreign Affidavit;

(ii) One IRS Form W-9 completed by Buyer; and

(iii) One certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Buyer or Seller pursuant to the terms hereof.

5. Title Review and Title Policy.

5.1 Approval of Title. At Buyer’s option, Buyer may obtain a preliminary title report issued by Escrow Holder describing the state of title of the Property, together with copies of all exceptions specified therein and with all easements plotted (the “Preliminary Title Report”). Buyer shall notify Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title Report within fifteen (15) business days after the Effective Date (“Buyer’s Objection Notice”). Seller shall have a period of five (5) business days after receipt of Buyer’s Objection Notice in which to notify Buyer in writing of Seller’s election to either (i) agree to remove the objectionable items prior to the Close of Escrow, or (ii) decline to remove any such title exceptions (“Seller’s Notice”) provided, however that Seller shall be required to remove all deeds of trusts or other similar monetary liens and encumbrances (other than non-delinquent taxes)

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and shall have no right to decline to remove same pursuant to the foregoing. If Seller notifies Buyer of its election not to remove the objectionable items (subject to the immediately preceding proviso), Buyer shall have the right, by written notice delivered to Seller within five (5) business days after Buyer’s receipt of Seller’s Notice to terminate this Agreement, in which case Buyer and Seller shall have no further obligation hereunder. Buyer’s failure to give Seller notice of termination shall be deemed Buyer’s election to accept the Property subject to the objectionable items.

Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said Preliminary Title Report amendment or supplement and the time for Closing shall be deemed extended by the amount of time necessary to allow such review and approval in the time and manner as set forth above.

5.2 Title Policy to be Issued to Buyer. At the Close of Escrow, Seller shall convey to Buyer fee simple title to the Property by a Grant Deed. The Property shall be subject to (i) real property taxes not yet due as of the Close of Escrow, (ii) all applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property, (iii) the License Agreement, and (iv) such exceptions as Buyer shall approve or be deemed to have approved pursuant to Paragraph 5.1 above. Escrow Holder shall issue a CLTA Standard Coverage owner’s policy of title insurance in the amount of the Purchase Price (the “Title Policy”). At Buyer’s election and cost, Buyer may increase the coverage to an Extended Coverage Owner’s Policy of Title Insurance. The Title Policy shall insure fee simple title to the Property in Buyer and shall contain such special endorsements as Buyer may reasonably require (the “Endorsements”). Buyer shall bear the expense of the Title Policy and all Endorsements. Any Endorsements required by Buyer shall not be a condition precedent to the Close of Escrow.

6. Conditions Precedent to Close Of Escrow.

6.1 Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement shall be subject to either the satisfaction, or Buyer’s written waiver, in whole or in part, of each of the following conditions precedent:

(a) Escrow Holder shall issue the Title Policy, as required by Section 5.2 of this Agreement insuring title to the Property vested in Buyer or other vestee designated by Buyer for vesting purposes only.

(b) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement.

(c) All representations and warranties specified in Section 8 are true and correct.

(d) Delivery to Escrow Holder of all reconveyances, if any.

(e) Buyer shall have inspected the Property and given Seller written notice prior to the expiration of the Feasibility Period that it is satisfied, in Buyer’s sole and

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absolute discretion that the Property is suitable for Buyer’s intended use including, without limitation, the absence of any Hazardous Substances on or about the Property.

(f) This Agreement shall not have been terminated by Buyer as a result of any damage, destruction or condemnation of the Property as described in Paragraph 11.2 hereof.

(g) Seller shall have delivered to Escrow Holder the items required under this Agreement and Seller shall not otherwise be in default of this Agreement.

6.2 Conditions to Seller’s Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction, or Seller’s written waiver, in whole or in part, by Seller of each of the following conditions precedent:

(a) Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement, less any claims by lien holder(s) of record or as identified in writing to Escrow Holder.

(b) Buyer shall not be in default of this Agreement.

7. Costs and Prorations.

7.1 Payment of Costs. Buyer shall pay the premium charges for the Title Policy and the cost and expense for all surveys, environmental analysis, and such other studies and reports as my be required by Buyer. All other costs such as recording fees, documentary transfer taxes, if any, not otherwise specifically allocated by this Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder.

7.2 Personal Property. Seller shall remove all personal property prior to the Close of Escrow. All personal property remaining with the Property after the Close of Escrow shall become the property of Buyer and Buyer may sell or dispose of said property without liability or recourse to Seller or any person or entity claiming under Seller, and Buyer shall have no duty to account for such property. Personal property shall be defined as those items not attached to the realty.

7.3 Buyer to Keep in Place or Relocate OCWD and City of Anaheim Water Pumphouses. Buyer shall keep the OCWD and City of Anaheim Water Pumphouses (herein, the “Pumphouses”) in their current location at 2840 East South Street, Anaheim, CA and shall grant Seller access to and from the Water Pumphouses from South Street or the levee road. In the alternative, with the prior written consent of Seller and the City of Anaheim, which consent may be withheld in Seller’s sole and absolute discretion, Buyer may relocate the Pumphouses, including pipelines, pumps, electrical service and appurtenant facilities, at Buyer’s sole cost and expense. The consent of the City of Anaheim shall be obtained through an amendment of the License Agreement. If Buyer decides to relocate the Pumphouses, prior to relocating the Pumphouses, Buyer shall submit plans to OCWD’s General Manager or his designee and obtain OCWD’s General Manager or his designee’s written approval, which approval shall not be unreasonably withheld, of the Pumphouses’ new location and of all relocation plans, which approval shall be granted or denied in OCWD’s General Manager’s or his designee’s sole and absolute discretion. This Section 7.3 shall survive the Close of Escrow.

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7.4 Anaheim Coves Bike/Pedestrian Trail. Prior to the expiration of the Feasibility Period, Buyer and Seller shall cooperate in good faith and use commercially reasonable efforts to modify the legal description and plat for the Property to exclude the Anaheim Coves Bike/Pedestrian Trail that is currently located on the 2.254 acre South Street Property. as shown on Exhibit “B” attached hereto. The modification of the legal description shall be performed at the sole cost and expense of the Buyer. The OCWD’s General Manager or his designee shall review the modified legal description and plat and approve the revision in writing, which approval shall be not unreasonably withheld, conditioned or delayed. Upon approval of the legal description by both parties, this Agreement shall be amended to attach new Exhibits “A” and “B” to this Agreement to include the new legal description of the Property. If the parties cannot agree on the new legal description by the end of the Feasibility Period, either party may terminate this Agreement by providing written notice to the other party on or before the expiration of the Feasibility Period. The Purchase Price as stated in Paragraph 2.1 of this Agreement shall not be reduced due to this change.

7.5 Real Estate Taxes and Special Assessments. General real estate taxes and assessments payable for the tax year prior to the tax year in which the Closing occurs and all prior years shall be paid by Seller. All non-delinquent taxes and assessments applicable to the Property, including, without limitation, all property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the actual number of days of the month that have elapsed as of the Close of Escrow and based upon a three hundred sixty-five (365) day year. Should the Property be part of a larger tax parcel (“Assessment Parcel”) which as of the Closing remains unsegregated on the County Tax Assessor’s Roll for the coming fiscal year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property on an acreage basis compared to the acreage for the entire Assessment Parcel, which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer’s name on the current tax roll.

Subject to the provisions of the immediately preceding paragraph, if any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of two percent (2%) over the average “prime rate” (as announced from time to time in the Wall Street Journal) per annum from the Closing Date to the date of payment if payment is not made within twenty (20) days after delivery of a bill therefor. This Section 7.5 shall survive the Close of Escrow.

7.6 Closing Statement. Escrow Holder shall furnish Buyer and Seller with a preliminary escrow closing statement, which shall include their respective shares of costs, at least two (2) business days prior to the Closing Date.

8. Representations and Warranties.

8.1 Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, each of which (i) is material and relied upon by Buyer in

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making its determination to enter into this Agreement, and (ii) is true in all respects as of the date hereof and shall be true in all respects on the date of Closing:

(a) To the best of Seller’s actual knowledge there are no existing, proposed, or contemplated eminent domain proceedings that would materially and adversely affect the Property.

(b) Seller has no actual knowledge of pending or threatened litigation or filing of a petition under any Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors, which does or will affect the Property and there are no actions or proceedings pending or, to the best of Seller’s knowledge, threatened against Seller before any court or administrative agency in any way connected with the Property.

(c) Seller has no actual knowledge of, has ever caused or has permitted any Hazardous Material as defined in this paragraph, (i) located on or under the Real Property in violation of any applicable law or regulation, (ii) that have been released, stored, treated, generated or disposed of on, under or from the Real Property, or (iii) that have been transported from the Real Property. Seller has no actual knowledge of any environmental condition on or under the Real Property constituting a violation of, or requiring investigation or remediation under, any Hazardous Materials laws. Seller is also unaware of (i) any lawsuit, arbitration or other legal proceeding or governmental investigation relating to the Real Property brought against Seller; and (ii) any settlement reached with any person, entity or governmental authority, alleging the presence, release or threatened release of any Hazardous Materials on, under or from the Real Property. “Hazardous Materials” shall mean (i) any hazardous substance, hazardous waste, or toxic substance as defined in any federal, state or local statue, ordinance, rule, regulation or order applicable to the Property (“Hazardous Materials Laws”), including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Refuse Act, the Carpenter-Presley-Tanner Hazardous Substance Account Act, the Hazardous Waste Control Law or in regulations adopted and publications promulgated pursuant to such laws, (ii) any substance defined as “hazardous waste” in Section 25117 of the California Health & Safety Code or as a “hazardous substance” in Section 25281 of the California Health & Safety Code or as a “waste” in Section 13050 of the California Water Code, or in regulations adopted and publications promulgated pursuant to such laws, and (iii) asbestos or asbestos-containing materials, radon gas, petroleum and petroleum fractions or derivatives, whether or not defined as hazardous waste or substance in any Hazardous Materials Laws.

(d) Seller consists of the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the statutes of 1933, as amended; this Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, are and at the time of Closing will be sufficient to convey title (if they purport to do so), and do not and at the time of Closing will

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not violate any provision of any agreement or judicial order to which Seller or the Property is subject.

(e) At the time of Closing, except as described in the Preliminary Title Report, there will be no outstanding written or oral contracts made by Seller for any improvements to the Property which have not been fully paid for, and Seller shall cause to be discharged all mechanics’ and materialmen’s liens arising from any labor or materials furnished to the Property prior to the time of Closing.

(f) Seller has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in any of the Property.

(g) Seller warrants that there are no outstanding loans or liens encumbering the Property except those of record.

(h) Property Sold “As Is”; Release. Buyer acknowledges that, as of the expiration of the Due Diligence Period, it will have had ample opportunity to inspect or examine the Property and become fully familiar with the physical condition and state of repair of the Property, and the operation, income and expenses thereon and all other matters affecting or relating to the transactions contemplated by this Agreement, and, subject to the provisions of this Agreement, including without limitation, Section 8.1, Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS” and in its present condition, subject to reasonable use, wear, tear and natural deterioration between the Effective Date and the Close of Escrow, without any reduction in the Purchase Price for any change in such condition by reason thereof subsequent to the Effective Date. Except for the representations and warranties expressly provided in Section 8.1 of this Agreement, Buyer agrees: (i) that it is purchasing the Property on an “AS IS, WHERE IS, WITH ALL FAULTS” basis and based on its own investigation of the Property, and (ii) that neither Seller nor Seller’s Representatives have made any warranty, representation or guarantee, expressed, implied or statutory, written or oral, including, without limitation, as to any implied warranty of merchantability or fitness for any use or purpose or of reasonable workmanship, concerning the Property, pertaining to the Property’s compliance with any laws, ordinances, rules or regulations, federal, state or local, as to any government limitation or restriction, or absence thereof, pertaining to the Property, or as to the presence or absence of any latent defect, surface or subsurface soil condition, any other matter pertaining to the physical condition (title, mapping, grading, construction, or otherwise) of the Property, or as to any past, present or future permitted uses, development rights, entitlements, zoning, or any other matter pertaining to the use or development of the Property. Except for the representations and warranties expressly provided in Section 8.1 of this Agreement, all of Seller’s and Seller’s Representatives’ statements, whenever made, are made only as an accommodation to Buyer and are not intended to be relied or acted upon in any manner by Buyer. All documents, records, agreements, writings, statistical and financial information and all other information (collectively, “Documents”) which have been given to Buyer by Seller, or Seller’s Representatives, have been delivered as an accommodation to Buyer and, unless prepared by Seller, are without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assignability of any of the Documents.

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Upon Closing, Buyer fully, unconditionally, and irrevocably releases Seller and any affiliates of Seller, any officer, director, trustee, member, partner, employee, representative or agent thereof, or any other entity or individual affiliated or related in any way to any of the foregoing (collectively, the “Released Parties”) from any and all claims that Buyer may now have or hereafter acquire against any of the Released Parties for any costs, fees, loss, liability, damage, expenses, demand, fine, penalty, action or cause of action arising from or related to the Property, its design, development, entitlements or any conditions existing or events occurring on, in or about the Property before or after the Closing, including without limitation any construction defects, errors, omissions or other conditions, latent or otherwise, including, without limitation, environmental matters, affecting the Property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s release of the Released Parties. Nothing herein shall constitute a release of liability for a breach of Seller’s representations expressly set forth in this Agreement (subject to Section 12.10) or for fraud, intentional misrepresentation or intentional concealment of a material fact by Seller. In connection with this release, Buyer specifically waives the provision of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

This release by Buyer shall constitute a complete defense to any claim, cause of action, defense, contract, liability, indebtedness or obligation released pursuant to this release. Nothing in this release shall be construed as (or shall be admissible in any legal action or proceeding as) an admission by Seller or any other released party that any defense, indebtedness, obligation, liability, claim or cause of action exists which is within the scope of those hereby released.

BUYER’S INITIALS _________ SELLER’S INITIALS __________

This Section 8.1(h) shall survive the Close of Escrow.

9. Indemnity.

9.1 Indemnity by Seller. Seller agrees to indemnify, defend and hold Buyer and its officers, employees, agents, representatives and assigns harmless from and against any losses, claims, demands, actions or causes of actions arising out of active negligent conduct of Seller, its employees, agents or representatives, including the cost of suit and reasonable attorney’s fees. The rights of indemnification set forth in this Section 9.1 shall only apply to those losses, claims, demands, actions or causes of action which accrue as a result of Seller’s active negligence which occurs after the Date of Execution of this Agreement and during such period of time that Seller continues to occupy the Property until the Close of Escrow.

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9.2 Indemnity by Buyer. Buyer shall indemnify, defend and hold Seller and its Board of Directors, officers, employees, agents, representatives and assigns harmless from any and all loss, claims, damages, actions or cause of action arising out of active negligent conduct of Buyer, its employees, agents or representatives, including the cost of suit and reasonable attorney’s fees. The rights of indemnification set forth in this Section 9.2 shall only apply to those losses, claims, demands, actions or causes of action which accrue as a result of Buyer’s active negligence which occurs after the Date of Execution of this Agreement and during such period of time prior to or following the Closing Date of this Agreement.

Seller shall notify Buyer within ten (10) days in the event any claim is made against it for which Buyer shall have agreed to indemnify Seller as set forth in this Agreement, and Buyer shall thereupon undertake to defend and hold Seller free and harmless therefrom. Should Buyer fail to discharge or undertake to defend against any such liability, then Seller may settle the same, and Buyer’s liability to Seller shall be conclusively established by such settlement, the amount of such liability shall include both the settlement consideration and the reasonable costs, attorneys’ fees and expenses necessarily incurred by Seller in effecting such settlement. This Section 9 shall survive the Close of Escrow.

10. Possession. Possession of the Property shall be delivered to Buyer, with copies of all keys and records, as of the Close of Escrow.

11. LIQUIDATED DAMAGES. IF, ON OR BEFORE THE CLOSING DATE, BUYER IS IN DEFAULT OF ANY OF ITS OBLIGATIONS HEREUNDER, AND THE CLOSING FAILS TO OCCUR BY REASON OF BUYER’S DEFAULT, THEN SELLER, AS ITS SOLE REMEDY (EXCEPT AS SET FORTH BELOW), SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, AND AFTER SELLER RECEIVES THE DEPOSIT NEITHER PARTY TO THIS AGREEMENT SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN ANY ARISING UNDER ANY SECTION HEREIN WHICH EXPRESSLY PROVIDES THAT IT SURVIVES THE TERMINATION OF THIS AGREEMENT. BUYER RECOGNIZES AND ACKNOWLEDGES THAT THE PROPERTY WILL HAVE BEEN REMOVED FROM THE MARKET FOR A SUBSTANTIAL PERIOD OF TIME BY REASON OF THIS AGREEMENT, THAT SELLER IS RELYING ON BUYER’S AGREEMENT TO PURCHASE THE PROPERTY, AND THAT SELLER WOULD OTHERWISE SUFFER SUBSTANTIAL DETRIMENT IN THE EVENT BUYER FAILS TO PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY AGREES THAT SELLER SHALL BE ENTITLED TO COMPENSATION FOR THE DETRIMENT THAT WOULD BE CAUSED TO SELLER BY REASON OF BUYER’S DEFAULT HEREUNDER. HOWEVER, BOTH PARTIES AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT AND DAMAGES CAUSED BY BUYER’S DEFAULT. TO AVOID SUCH DIFFICULTIES, THE PARTIES AGREE THAT IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE ON THE PROPERTY AS REQUIRED UNDER THIS AGREEMENT AND, BY REASON THEREOF, CLOSING DOES NOT OCCUR, AS ITS SOLE AND EXCLUSIVE REMEDY, SELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE, LIMIT OR AFFECT ANY OF THE FOLLOWING: (i) SELLER’S RIGHT TO

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RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, (ii) SELLER’S RIGHTS AND REMEDIES ARISING UNDER OR WITH RESPECT TO BUYER’S RELEASE AND/OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (iii) IN THE EVENT THAT FOLLOWING ANY TERMINATION OF THIS AGREEMENT, ANY DAMAGES SELLER MAY INCUR IF BUYER WRONGFULLY ASSERTS ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY. BOTH PARTIES AGREE THAT SUCH AMOUNT STATED AS LIQUIDATED DAMAGES IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES IN THE EVENT OF BUYER’S DEFAULT IN ITS OBLIGATION TO PURCHASE THE PROPERTY AS PROVIDED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH ABOVE, SUCH AMOUNT SHALL BE IN LIEU OF ANY OTHER MONETARY OR OTHER RELIEF TO WHICH SELLER MAY OTHERWISE BE ENTITLED BY VIRTUE OF THIS AGREEMENT OR BY OPERATION OF LAW. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES CIVIL CODE SECTION 3389.

Buyer’s Initials Seller’s Initials

12. Miscellaneous.

12.1 Attorneys’ Fees. In any action or proceeding between the parties hereto seeking interpretation or enforcement of any of the terms and provisions of this Agreement or in connection with the Property, the prevailing party in such action or proceeding shall be entitled to have and to recover from the other party its reasonable attorneys’ fees and other reasonable expenses in connection with such action or proceeding in addition to its recoverable court costs.

12.2 Damage, Destruction or Condemnation. If prior to the Close of Escrow, there occurs any destruction of or damage or loss to the Property or Improvements or any portion thereof from any cause whatsoever, including but not limited to any fire, flood, accident or other casualty which results in a loss, or any condemnation proceedings are commenced or threatened, Buyer shall have the right by giving ten (10) days written notice to Seller to (i) terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, and all funds and any interest accrued and documents deposited in escrow shall be returned to the party depositing the same, or (ii) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, in which case Seller shall assign Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event, and (iii) there shall be a credit against the Purchase Price of an amount equal to the deductible under Seller’s insurance coverage for such event and any uninsured or underinsured portion of the repair cost stated in the estimate of loss. In the absence of a written notice to Seller provided in this

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paragraph, and assuming that Buyer has been informed of the loss or condemnation action, escrow shall proceed in accordance with the provisions of this Agreement.

12.3 Interpretation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.

12.4 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a wavier of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.

12.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto.

12.6 Brokers and Finders. Each party represents and warrants to the other that no broker or finder was instrumental in arranging or bringing about this transaction and that there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement. In the event that any other broker or finder perfects a claim for commission or finder’s fee based upon such contact, dealings or communication, the party through whom such other broker or finder makes a claim shall indemnify, save harmless and defend the other party from said claim and all costs and expenses (including reasonable attorneys’ fees) incurred by the other party in defending against the same.

12.7 Broker Disclosure. Certain principals and employees of Seller and Buyer or affiliates of Seller and Buyer may be licensed California real estate brokers or salespersons

12.8 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12.9 Merger of Prior Agreements and Understandings. This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect.

2313/022499-0016 5020206.2 a02/26/13 -15-

12.10 No Survival. The covenants, representations, and agreements contained herein shall not survive the Closing, and shall merge with the Grant Deed unless otherwise provided herein; provided, however, that Seller’s representations and warranties in Section 8.1 shall only survive the Close of Escrow for six (6) months. Seller shall only be liable to Buyer for a breach of a seller representation or warranty hereunder or in any of the documents executed by Seller at the Closing with respect to which a legal action is actually filed by Buyer against Seller on or before the date which is six (6) months following the Closing. Buyer intends to waive any statute of limitations that would be contrary to the time frame for filing an action for breach of Seller’s representations as set forth above. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement, as the result of any Seller representations being untrue, inaccurate, incomplete, or incorrect if Buyer knew that such representation or warranty was untrue, inaccurate, incomplete, or incorrect prior to the time of the Closing.

12.11 No Withholding Because Non-foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Closing will not be, a “foreign person” within the meaning of Internal Revenue Code Section 1445(f)(3) of the Internal Revenue Code of 1986 (Code) and that it will deliver to Buyer on or before the Closing, the Non-foreign Affidavit as described hereinabove, pursuant to Internal Revenue Code Section 1445(b) (2) of the Code and the Regulations promulgated thereunder.

12.12 Time is of the Essence. Time is hereby expressly made of the essence of this Agreement.

12.13 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.

12.14 Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate:

To Seller: Mr. Vincent J. Barbato Family Development Group, Inc. 73081 Fred Warning Drive Palm Desert, CA 92260

To Buyer: Orange County Water District 18700 Ward Street P. O. Box 8300 Fountain Valley, CA 92728-8300 Attn: Property Management

2313/022499-0016 5020206.2 a02/26/13 -16-

With Copy to: Rutan & Tucker, LLP 611 Anton Blvd., Fourteenth Floor Costa Mesa, CA 92626-1931 Attn: Joel Kuperberg

12.15 Assignment. Buyer shall not voluntarily or by operation of law assign or transfer any right, interest or obligation hereunder without Seller’s express prior written consent, which consent may be given or withheld by Seller in its sole discretion. Subject to the foregoing, and without limiting the restriction on assignment set forth above, each and all of the covenants and conditions of this Agreement shall inure to the benefit of and shall be binding upon the respective heirs, executors, administrators, successors and assigns of Buyer and Seller. As used in this Section, the term “successors” shall refer to the successors to all or substantially all of the assets of a party and to a party’s successors by merger or consolidation. Notwithstanding anything herein to the contrary, Buyer shall have the right to transfer Buyer’s rights and obligations under this Agreement without Seller’s consent to a limited liability company, corporation, entity, joint venture or partnership which satisfies all of the following requirements (a “Permitted Transferee”): (a) the assignee is an entity directly or indirectly controlled by, or under common control with Buyer; Buyer owns a fifty percent (50%) or more interest in such entity and Buyer is responsible for the day-to-day management of the Permitted Transferee (a “Buyer Affiliate”), (b) the Permitted Transferee assumes all obligations of Buyer under this Agreement, and (c) Buyer promptly notifies Seller in writing of such transfer and assumption of obligations and, upon Buyer’s request, provides Seller with copies of the operative documents that evidence compliance with the foregoing requirements.

12.16 Exhibits. Exhibits “A” through “E” are attached hereto and incorporated herein by this reference.

12.17 Survival of Article 12. This Article 12 shall survive the termination of this

Agreement or the Close of Escrow.


2313/022499-0016 5020206.2 a02/26/13 -17-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Instructions to Escrow as of the date set forth above.

APPROVED AS TO FORM: Rutan & Tucker, LLP

By: General Counsel Orange County Water District

SELLER:

ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California, organized under Chapter 924 of the Statutes of 1933, as amended

By: Shawn Dewane, President By: Michael R. Markus P.E., General Manager

BUYER:

FAMILY DEVELOPMENT GROUP, INC., a Delaware corporation By: Name: Title: President By: Vincent J. Barbato, Vice President

2313/022499-0016 5020206.2 a02/26/13 Exhibit “A”

EXHIBIT “A”

Legal Description of Real Property

Per Agreement Paragraph 7.4, Legal Description of Real Property is to be revised by Buyer to remove the access road, which includes the bike and pedestrian trail, from the Legal Description at Buyer’s cost prior to the completion of Feasibility Period, subject to Seller’s General Manager or his designee’s Approval of the Legal Description.

2313/022499-0016 5020206.2 a02/26/13 Exhibit “B”

EXHIBIT “B”

Plat of Real Property

2313/022499-0016 5020206.2 a02/26/13 Exhibit “C”

EXHIBIT “C”

Grant Deed

2313/022499-0016 5020206.2 a02/26/13 C-1

Recording Requested by and when Recorded Mail this Deed and Mail Tax Statement to:

ORANGE COUNTY WATER DISTRICT 18700 Ward Street P. O. Box 8300 Fountain Valley, CA 92728-8300

Exempt from Fee--Public Agency (Government Code Section 6103)

SPACE ABOVE FOR RECORDER’S USE ONLY

GRANT DEED

FOR A VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California (“Grantor” herein), and its successors and assigns hereby GRANTS AND CONVEYS to the FAMILY DEVELOPMENT GROUP, INC., a Delaware corporation (“Grantee” herein), the following described real property in the City of Anaheim, County of Orange, State of California, which is described in Exhibit “A”, incorporated herein:

Reserving unto the Grantor, its lessees, grantees, successors and assigns, all water, water rights and all of the oil, gas and other hydrocarbon substances in, on or under said land as described in Exhibit “A”; provided, however, that Grantor shall have no right of entry upon said land and no well or wells shall be drilled upon said land nor building, plants, machinery, sump holes or other equipment or works of any kind shall be constructed or placed upon said land for the extraction of water, oil, gas or other hydrocarbon substances from the same. Grantor shall have the right to extract water, oil, gas and other hydrocarbon substances from beneath the surface of said land by the method commonly known as “directional drilling.”

Also reserving the right to use and maintain the existing or relocated Water Pumphouses and the right of ingress to and egress from South Street or the levee road to the Water Pumphouses.


2313/022499-0016 5020206.2 a02/26/13 C-2

IN WITNESS WHEREOF, this instrument has been executed on ___________________, 2014.

GRANTOR: ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California, organized under Chapter 924 of the Statutes of 1933, as amended

By:__________________________________ Shawn Dewane, President By: __________________________________ Michael R. Markus P.E., General Manager

APPROVED AS TO FORM: Rutan & Tucker, LLP

By: General Counsel Orange County Water District

EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT “B”

[PLAT OF PROPERTY]

EXHIBIT “D”

CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the United States Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the FAMILY DEVELOPMENT GROUP, INC. (“Transferee”), a Delaware corporation, the transferee of certain real property located in the City of Anaheim, County of Orange, State of California, that withholding of tax is not required upon the disposition of such U.S. real property interest by the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and operating under Chapter 924 of the California statutes of 1933, as amended (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a “foreign person,” “foreign corporation” “foreign partnership” “foreign trust” or “foreign estate” (as such terms are defined in the Internal Revenue Code and the income tax regulations promulgated thereby).

2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii).

3. Transferor’s Federal Employer Identification Number or Social Security Number is 95-6002277; and

4. Transferor’s address is: 18700 Ward Street, Fountain Valley, CA 92708.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee, and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor Section 1445 of the United States Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

ORANGE COUNTY WATER DISTRICT, a special governmental district organized and operating under Chapter 924 of the California statutes of 1933, as amended

Dated: ________________, 2014.

By: Shawn Dewane, President

By: Michael R. Markus P.E., General Manager

EXHIBIT “E”

ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT

6

Property Management Committee meeting held January 24, 2014 REQUEST FOR PROPOSALS FOR OIL, GAS AND MINERAL CONSULTANT Committee Recommendation Accept Paragon Partners revised Proposal dated November 14, 2013 in total amount not to exceed $142,400 for Phase 1 and Phase 2 Oil and Gas and Mineral consulting services; and authorize issuance of Agreement for Phase 1 Feasibility Analysis in the amount of $112,800.

AGENDA ITEM SUBMITTAL Meeting Date: January 24, 2014 Budgeted: No Budgeted Amount: N/A To: Property Management Committee Board of Directors

Cost Estimate: $112,800 Feasibility Rpt.Funding Source: N/A

Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: REQUEST FOR PROPOSALS FOR OIL, GAS AND MINERAL

CONSULTANT SUMMARY At the April 3, 2013 Board meeting, staff was authorized to prepare and issue a Request for Proposals (RFP) for an Oil, Gas and Mineral consultant in order to pursue the potential development and marketing of oil on District property. On September 4, 2013, staff issued a Request for Proposal (RFP) for Oil, Gas, and Mineral Consulting Services. On October 4, 2013 staff received one response to the RFP from Paragon Partners. Staff will discuss the proposal with the Committee. Attachment(s):

Paragon Partners proposal dated October 4, 2013 Paragon Partners proposal dated October 4, 2013 - Revised November 14, 2013

RECOMMENDATION Agendize for February 5 Board meeting: Take action as appropriate. BACKGROUND/ANALYSIS On May 27, 2011, staff presented its findings regarding oil rights on District lands to the Property Management Committee. At that time, staff reviewed the District’s acquisition files which contain the deeds, and in most cases the title reports, for each acquisition and reviewed additional deeds at the County Recorder’s Office, to determine if oil rights were reserved by prior property owners. Staff determined from available records, that the District has apparent oil rights on some of its properties. Additional records may exist that could provide the District with confirmation of oil and mineral rights on District land. However, further research is needed to access, review and document those records, which are not easily accessible by staff, to determine the extent of those oil rights. At the November 30, 2012 Committee meeting, the Committee directed staff to begin the process of hiring a consultant to assist with identifying oil and mineral rights on District lands. At the April 3, 2013 Board meeting, staff was authorized to issue a RFP for an Oil, Gas and Mineral Consultant in order to pursue the potential development and marketing of oil on District property. The RFP was sent to seven prospective

consultants on September 4. On September 19, 2013, staff held a Pre-Proposal meeting with only one attendee, a representative from Paragon Partners. At the meeting, staff provided a list of 130 parcels in Orange County of which staff identified 58 parcels that potentially have oil rights; and 39 parcels in Prado Basin that staff identified as potentially having oil rights, 97 parcels all together. On October 4, staff received one response to the RFP from Paragon Partners to do a Feasibility and Market Report (Proposal) for the 97 parcels. REVISED PROPOSAL: After reviewing the Proposal, staff requested that Paragon revise the Proposal to focus on the properties with the greatest potential for oil. On November 14, 2013, staff received Paragon’s revised Proposal. The revised Proposal reduced the number of properties from 97 to 61 which have the greatest likelihood of feasibility of developing oil. Of the 61 parcels 39 are in Prado Basin; and 22 are in Orange County and generally located at Anaheim Lake, Kraemer Basin, and Warner Basin. The cost of both Proposals is in Table 1 below. ABOUT PARAGON PARTNERS: Paragon Partners is a firm headquartered in Huntington Beach that provides land services, project management, and consulting services to both public and private sector clients. The District has used Paragon Partners in the past for other District projects with good results. FEASIBILITY ANALYSIS REPORT: The Feasibility Analysis Report proposed by Paragon includes:

1. Confirm mineral rights on District Property. 2. Research past oil and gas leases in the three counties where District land is

located. 3. Research production records at the Division of Oil, Gas, and Geothermal

Resources. 4. The oil and gas rights held, the percentage held in each parcel. 5. Current and historic oil and gas production in each area or vicinity. 6. Create GIS map to identify ownership parcels and potential levels of productivity. 7. Identify the steps necessary to market to the appropriate stakeholder.

Based on their research, Paragon would summarize their findings in the Feasibility Report and recommend whether or not marketing District properties is feasible or not. If a Market Development Report is authorized, it would include: MARKET DEVELOPMENT REPORT:

1. Prepare a strategic leasing plan, with leasing options. 2. Prepare and make recommendations regarding leasing document as it relates to:

royalty formulas; right to pool; severance; and surface protection. 3. Identification of potential stakeholders, including all contact information. 4. Recommendation on negotiating and securing an oil and gas lease.

5. Techniques for valuing acreage with unimproved oil and gas potential. PROPOSAL COST: The cost of the Feasibility Analysis Report and Market Development Report are shown below for the Proposal and revised Proposal.

TABLE 1

Proposed Cost of Reports Report Proposal Cost Revised Proposal

Cost Feasibility Analysis Report $168,500 $112,800Marketing Development Report $ 29,600 $ 29,600Total Cost $198,100 $142,400

PRIOR RELEVANT BOARD ACTION(S) 4/3/13, M13-45, Authorizing issuance of Request for Proposals for Oil, Gas and Mineral Consultant.

REVISED PROPOSAL

NOVEMBER 14, 2013

PARAGON PARTNERS

LTD

Orange County Water District

Request for Proposals for

Oil, Gas, and Mineral Consulting Services

October 4, 2013

5762 Balsa Ave, Suite 201 I Huntington Beach, CA 92649 ph : 714.379.3376 I www. paragon-partners.com

October 4, 2013

Bruce Dosier Orange County Water District 18700 Ward Street Fountain Valley, CA 92708

Re: Oil, Gas, and Mineral Consulting and Marketing Services

Dear Mr. Dosier:

~I~ PARAGON PARTNERS

LID

Given the current market for oil and gas, the Orange County Water District (OCWD) has expressed an interest in determining the feasibility of marketing some of its properties for oil and gas development.

Paragon Partners Ltd. (Paragon) is pleased to submit a proposal for assisting the OCWD in determining the feasibility and marketing of its properties for oil, gas, and mineral development. Although the District has completed a cursory review of oil, gas, and mineral rights ownership on their properties in Orange, Riverside, and San Bernardino Counties, we anticipate Paragon's completing the following tasks.

Our proposal presents Paragon's understanding of the project, provides the qualifications for the individuals doing the analysis, and summarizes the cost of the research, feasibility report, and marketing report. We look forward to your review of our proposal and welcome any questions you may have.

During Phase I, it must be conclusively determined which parcels the District owns interests in the subsurface oil and gas and the extent of those interests. Secondly, where the District has interests, research into past oil and gas production will be valuable in deciding whether further development would be worthwhile.

Paragon proposes to conduct research to determine the following:

• Confirmation of mineral rights on the District's parcels, • Past oil and gases leases in the three areas, and • Production records at the Division of Oil, Gas, and Geothermal Resources.

We will summarize our findings in a report along with GIS maps that illustrate:

• The District's parcels at Orange, Riverside, and San Bernardino Counties, • The oil and gas rights held, the percentage held in each parcel, • Current and historic oil and gas production in each area or vicinity, • Determine development feasibility, • Identify the steps necessary to market to the appropriate stakeholder(s).

Our Executive Summary of our Feasibility Analysis Report will highlight the gathered data and recommend whether or not marketing the properties for oil and gas development is feasible and, if so, what steps the District could take.

5762 Bolsa Ave, Suite 201 I Huntington Beach, CA 92649 ph: 714379,3376 I www.paragon-partners.com

~I~ PARAGON

If the District decides to proceed with Phase 2, within 90 days, Paragon will derv~J\T~a~~~g Development Report that will include the following:

• A strategic leasing plan, with leasing options, • A recommended template lease document • Identification of potential stakeholders, including all contact information, • Recommendation on negotiating and securing an oil and gas lease, and • Techniques for valuing acreage with unimproved oil and gas potential.

Acknowledgements

Paragon has received and reviewed all RFP contents. Additionally, we have reviewed all the standard terms and conditions that apply to this RFP, and have no contractual exceptions. We also agree to abide by OCWD contract indemnification and insurance requirements and shall meet these requirements upon selection.

Paragon acknowledges the following statement of facts: we reviewed and understand all the elements of the RFP; we intend to enter into a contractual agreement under the terms outlined in the RFP and perform all the services outlined in the scope of services, and the signature below attests that the contents of our proposal are truthful, accurate, and correct.

Paragon is very enthusiastic about the opportunity to provide professional consulting services to the Orange County Water District. Please contact me at (714) 379-3376 or at [email protected] for any further information. Thank you for your consideration of Paragon for this assignment.

Sincerely,

Neilia A. Lavalle President & CEO

5762 Bolsa Ave, Suite 201 I Huntington Beach, CA 92649 ph: 714.379.3376 I www.paragon-partners.com

~I~ PARAGON

DESCRIPTION OF FIRM PARTNERS up

Established in 1993 and headquartered in Huntington Beach, California, Paragon provides a comprehensive array of land rights, project management, and consulting services to public and private sector clients. A privately held corporation and a woman-owned business enterprise, our staff members are experts at providing assistance on state and federally-funded projects. By utilizing the proven professional skills and technical knowledge of our consultants and support personnel, Paragon provides solutions to problems and facilitates achieving successful results.

Paragon offers full-service right of way consulting for land services that includes title review, right of way engineering, appraisal, acquisition, residential, and commercial relocation assistance, right of way certification, program management, and property management. We employ nearly 150 right of way professionals in our office in Huntington Beach; regional offices in Sacramento, Houston, and Anchorage, Alaska; and project offices in Oregon, Texas, Utah, Wyoming, and Illinois. As a result of a sound business strategy, Paragon is prospering in diverse markets and geographic regions.

Scope of Services

Paragon provides each client with total project support to acquire and maintain the legal rights to effectively service a diverse range of project types including development companies, redevelopment, transportation, and support for public works infrastructure improvements.

Services include:

• Project/Program Management • Right of Way and Real Property Acquisition • Relocation Assistance Services and Planning • Right of Way Engineering • Appraisal, Appraisal Review, and Market Data Studies • Title Research and Examination (Surface and Minerals} • Utility Relocation • Land, Asset, and Property Management • Prior Rights Studies/Historical Research (Due Diligence) • Route Alignment and Economic Feasibility Studies • Site Location and Acquisition • Litigation Support • Custom Database Design, G.l.S. Interfacing, and Management Support

Quality

Paragon's Quality Assurance/Quality Control (QA/QC} systems are unique to the Paragon brand of service. Our QA/QC policies and procedures exceed industry standards and are continuously improved through frequent internal review and customer satisfaction survey information. As a result, Paragon has the demonstrated ability to conduct large, complex projects in an efficient and timely manner, while maintaining the highest quality.

0 r a n g e C o u n t y VV a :: e r D i :, t r i c t

Ori. Gas & Mineta\ Consulting Af ~. PARAGON. ' 'f V PARTNER.5

PROPOSED PROJECT TEAM PERSONNEL

Paragon Partners is proud to introduce its team for the proposed OCWD project. Each team member was selected for their years of experience, ability to get the job done, and project availability. Michael Boss, Project Manager, and Richard Gowern, Senior Title Agent, will provide title research services, which will include identification of mineral rights ownership on OCWD property in Orange, Riverside and San Bernardino Counties. They will also research oil and gas leases and production records at the Division of Oil, Gas, and Geothermal Resources. Bob Perham, Senior GIS Specialist, will create GIS maps that illustrate the mineral rights held by the District. Neilia LaValle, President and CEO, and, Kent Jorgensen, Business Development Manager, will review the data with Mr. Boss and prepare the Phase I Feasibility Report and if requested during Phase II, a Marketing Development Report . Biographical information for these individuals is included below and full resumes included in the appendices.

proven track record

Experience

Michael Boss, Project Manager - Mr. Boss is highly specialized in title research, abstracting, and examining

property records such as deed, government patents and other related documents. He has been involved in

title research for over twenty-two years and has been directly responsible for searching and examining

documents for title history, obtaining and researching maps affecting various properties, researching title

chains at the title plant, researching Grantor and Grantee indexes for any missing documents not posted in

lot books, and abstracting and examining documents for report preparation and plotting.

Other extensive experience include the ability research and recommend curative work with deeds, Records

of Surveys, Tract Maps, Parcel Maps, government patents, Government Land Office surveys and records,

easements, and assessor's tax rolls to become compliant with pertinent state and county zoning laws and

ordinances.

Richard Gowern, Senior Title Agent - Mr. Richard Gowern is an experienced Title Agent with a combined

total of over fifteen years in the industry working with governmental agencies, public utility entities and

researching land titles based on client needs and obtaining permits, leases, easements and other necessary

instruments based on project requirements . He has conducted research in many Counties in Southern

California and additional research at the DataTrace Plant, Chatsworth Plant, Colton Plant, San Bernardino

County Hall of Records, Los Angeles County Hall of Records, Riverside Bureau of Land Management Land Office, Los Angeles County District Court, and the Los Angeles County Assessor's Office, among others.

Or;inge County Wat <:r Di<.tr ict

Oil , (; 0:, & M i n er;i l Co n sult ing Aft-.. r.'.ARAGON. , '' ,,, PARTNERS

2j Page

Bob Perham, Senior GIS Specialist - Mr. Perham specializes in all aspects of GIS analysis for linear projects in the United States and Canada. His work has supported projects for both regulated and unregulated electrical utilities for power plants and transmission lines. In the pipeline industry, Mr. Perham's clients while at Paragon have included BP, Plains Midstream Canada, Nicor Exchange, Crimson California, Kinder Morgan and the Kern River Gas Transmission Company. Since joining Paragon Mr. Perham has worked on many mapping and analysis projects for a variety of major utility companies.

Neilia LaValle, President and CEO - Neilia A. Lavalle is President, CEO and co-founder of Paragon Partners Ltd. Ms. Lavalle has 34 years of experience in providing both project and program management on a variety of public and private real estate projects involving the acquisition of land and permits for infrastructure and property improvements. Ms. Lavalle has successfully managed projects involving hundreds of property owners and thousands of acres of real property. In addition to providing the over sight of the real estate acquisition, she also has managed the regulatory permit process for numerous types of projects including rail and highway transportation corridors, redevelopment, public infrastructure, landfills, reservoirs, pipelines, telecommunications, utilities, reservoirs and wind farms. Under Ms. LaValle's direction, Paragon has continuously grown to its present staff level of more than 150 real estate consultants and support staff since the Company's formation in 1993. Paragon is now one of the largest and most respected real estate and right of way consulting firms headquartered in the western United States.

Kent Jorgensen, Market Analyst - Kent Jorgensen brings over 26 years of experience in project management and business development in the right of way, real estate, and oil and gas industries. Mr. Jorgensen has written more than 250 acquisition, relocation, and property management policies and procedures for federal, state, and local agencies. His written work is also inclusive of over 350 feasibility, budget, and cost studies for numerous government organizations. Mr. Jorgensen is highly-recognized for his ability to strategically formulate innovative solutions. He has experience will Oil and Gas Leasing Projects, including conducting title research as it relates to ownership of mineral rights. Mr. Jorgensen is extremely successful at evaluating revenue generating opportunities and creating a marketing and development plan to secure business objectives.

0 r a 1' g e Co u n t y \N a t e r D ; s t r i c t

0 i I , G a s & M 1 n e r ;i I C o n s u i t i t' g Aft.. PARAGON '' V PARTNERS

3IPage

PROJECT APPROACH

The Orange County Water District owns approximately 3,700 acres of property in Orange, Riverside, and San Bernardino Counties. It is our understanding that some of the District's properties have either had oil wells located on them or near known oil fields in Anaheim and the Prado Basin near Corona. After completing a thorough analysis of OCWD records and findings, Paragon will conduct further analysis in determining mineral rights ownership and feasibility of marketing its property for potential oil, gas, and mineral development. The project will include two phases:

Feasibility Analysis. The Feasibility Analysis phase includes identification of ownership and determining feasibility of oil, gas and minera l rights development in the market place.

Marketing Development. The Marketing phase will include the development of a standard Oil, Gas, and Mineral lease and a strategic leasing plan. The phase may also include a Site Marketing Agreement. The assignment flowchart is shown below, followed by a detailed work plan.

Complete : Development

Report

~ · ;· Develop

Present i Marketing !

Development I Report

________.._

Kick-off Meeting

OCWD Work Assignment Flowchart

)J ,-c • - -0 • II

. ~... Set-up

; -Tracking Report I'\:'.·. - - I .:.:..;!-,;..:. ,.·,,,.

,-----' Distrcit

Document , Review

-~·1 Populate :

~ ,Mark.eting ··- Options

This chart lists the order of activities

and who will be performing the

scope of work per task.

Tracking R~o~:, • • ' I

' 9,_~--:'

....----- I Presentation '

To District ;

Prepare 'j Feasibility 1·

Report

C) ( Zl n gt-~ Co u r1 t y VV ct t c r D ~ <. t r ! ct

Oil , G ~is & Min er;il Co ns ul ~i ng

Production : Records ·

Alt\. PARAGON 'I ,,,_ PARTNER~

Review :

...------. I

Complete Title ,

Research

~ - -

~- - u~date · ·

~:- Tracking ~;_. Report ',:., .. ~~-.·.,,~ -- ,1•./

4 1P age

PROJECT UNDERSTANDING

The OCWD owns approximately 3,700 acres of property in Orange, Riverside and San Bernardino Counties. Many of the Districts properties have either had oil wells located on them or located in fields in Anaheim or in the Prado Basin. From the presence of capped wells on some of the parcels and other historical information, the District is aware that some of the land was used for oil and gas production in the past. From acquisition deeds and title insurance policies, the District understands that it may own mineral rights on some of the properties. The District now wants to determine whether marketing its properties for oil and gas exploration is feasible.

Scope of Work

Although the District has completed a cursory review of the oil, gas and mineral rights upon their properties, further analysis is needed to confirm ownership. Additionally, where the District has ownership rights, research into past oil and gas production will be needed to determine whether further development would be worthwhile. We anticipate that Paragon's scope of work during Phase I will include the following:

Paragon will conduct research to determine the following:

• Confirmation of mineral rights on the District's parcels, • Past oil and gas leases in the areas which the District holds mineral rights, and • Production records at the Division of Oil, Gas, and Geothermal Resources.

Paragon will prepare a Feasibility Analysis Report that will include:

• The District's parcels at Orange, Riverside and San Bernardino Counties, • The oil and gas rights held, the percentage held in each parcel, • Current and historic oil and gas production in each area or vicinity, • GIS map to identify ownership parcels and potential level of productivity, • Determine development feasibility, • Identify the steps necessary to market to the appropriate stakeholder(s).

The Executive Summary of our Feasibility Analysis Report will highlight the gathered data and recommend whether or not marketing the properties for oil and gas development is feasible and, if so, what steps the District could take.

At the end of Phase I, Paragon will present to the District, a formal presentation that summarizes the research data and their recommendation as it relates to viability of future oil, gas and mineral production development. The District will then make a determination as to the feasibility and cost-effectiveness of Market Development.

If the District decides to proceed with Market Development, Paragon will proceed with Phase 2 as follows:

• Prepare a strategic leasing plan, with leasing options, • Prepare and make recommendation regarding a leasing document that clearly defines the

limitations as it relates to: royalty formula; right to pool; and surface protection, • Identification of potential stakeholders, including all contact information, • Recommendation on negotiating and securing an oil and gas lease, and • Techniques for valuing acreage with unimproved oil and gas potential.

0 r ~ 11 g e Cou n t v Wat c r Distr ic t

Oi l , G:is & Mi nc,r"al Con suit !ng .Alt\_ PA.RAGON 'I fl' PARTNEJ~~

SI Page

Kick-Off Meeting

Paragon's Project Team will meet with the District to review the requirements for the requested services. Emphasis will be placed on reviewing the project requirements, discussing assigned tasks and deliverables, developing project management procedures and identifying critical path and schedule milestones. During the meeting, we will also discuss the District's requirements regarding day-to-day coordination with District staff, any other relevant consultants, governing authorities, and factors of influence. Discussions will also include progress reporting, deliverables, document preparation, and format. The information gathered during our due diligence phase will be used to develop our project management plan.

Paragon's Early Due-Diligence Review During Paragon's Michael Boss' attendance at the pre-proposal meeting, he identified 157 parcels encompassing approximately 3, 700 acres. The District has completed a review of its own records and it appears that oil, gas, and mineral rights ownership is incomplete on at least 97 parcels. During our due diligence review, we will review the title work completed by the District and obtain copies of their findings. We will also review any other District information available as it relates to past and present improvements, leasing activities, and policies and procedures. Specifically,

• Using District acquisition deeds and title insurance policies, Paragon will confirm through further research District's ownership of oil and gas rights for each parcel previously identified,

• Conduct research at the Division of Oil, Gas, and Geothermal Resources of current and past oil and gas production in the vicinity,

• Research title records to locate past oil and gas leases on the subject properties. • Paragon will review and analyze our findings to make recommendations as to the feasibility of

marketing the properties for oil and gas development.

New Title Research - 61 Parcels The District has decided to only undertake research in those areas in which it is felt that the likelihood of feasibly developing oil and gas interests is the greatest. Paragon has determined that these areas are the 39 parcels in the Prado Basin in San Bernardino and Riverside Counties, and the 22 parcels in Orange County shown on the map attached hereto as Exhibit B. In order to conclusively determine if the mineral estate has been severed from the surface estate on these 61 Districts owned parcels, Paragon will be required to research the chain of title for each of these parcels beginning with the Patent from the United States of America and ending with the conveyance into the District. Each conveyance document will need to be examined to determine if any reservations of the mineral estate were made.

To achieve this most efficiently, Paragon's Senior Title Specialist will utilize an online title research service as well as physical title plants for Orange, Riverside and San Bernardino Counties, which are located in Colton, California, to locate and evaluate any conveyance documents affecting each parcel. Once all research has been completed, a determination will be made for each parcel as to the severance, wholly or partially, of the mineral estate from the surface estate.

Feasibility Analysis Report Paragon will prepare and submit an Oil, Gas, and Mineral Feasibility Analysis Report documenting the results of the due-diligence, research and analysis phases of this project. This report will include all backup material and details gathered during the analysis.

Market Development Report

Paragon will prepare and submit a Marketing Development Report documenting the results of their duediligence, research and analysis phases of this project as outline on the previous page. This report will include all backup material and details gathered during the analysis.

Orange Count'( Water District

Oil, Coils & Mine1,al Consultin Af f> PARAGON 'f PARTNER§

6 I Page

i <111> ORANGE COUNTY WATER DISTRICT Oil & GAS RESEARCH AND ANALYSIS SCHEDULE

iPARAGON i PARTNERS

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1- I ! ::; ! Kkk Off Meeting

Set-Up Trackmg Repo1t and Deed Chain Format

RE"vlew District and Electronic Title Records

~'opulatc Trac.king Report

Complete Tltle Resea~ch and Write Chain ofntfe-

Complete Ownership Tracking Report

l Review Division of Oil & Gas Production Recon.ls

1 Complete G\S Mapping

Prepare FeaslbHtty Report

12 ! Present Report Ta DO.ND and Stakeholders.

.1 -iPhase II Marketing Development

OCWD tssues Notlce To Proceed

Kick Off Meeting

Re'>€arch and Develop Mark~tlng Options

Develop Standard Lease Template

fdt>ntify Potential O!t Company Stakeholders

Complete Marketing Development Report

Present Report ToOCWO and-Stak~hold~r·s:

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1 day Wed 11/6/13

2 days Thu 11/7/13

5 days Mon 11/11/13

10 day~ Mon 11/18(13

Sdays, Mon V/2/13

60 day~ Mon 12/9/13

10 dayj !

Mon 3/3/14

10 days' Mon 3/17/14

s days.'. Mon 3/31/14

20 days Mon 4/7/14

2 days Mon 5/5/14

87 days Wed 5/7/14

18 days W<d 5/7/14

2 days Mon 5/2/14

35 days Wed 6/4/14

~days Wed 7/23/14

S days wed 7/30/14

20 days Wed 8/6/14

2 days Wed 9/3/14

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Fri 11/29/l3

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Fri 2/28/14

Fri 3/14/14

Fri 3/28/14

Fri 4/4/14

Fri 5/2/14

Tue s/6/14

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Tue 6/3/1

Tue 7/22/14

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SIMILAR PROJECTS & REFERENCES

The following are representative examples of past similar projects and references for your review.

Client: Perkins Coie LLP

Project: Title Research Services for Longview Timber LLC - The scope of work involved research to find recent (within the past 11 years) gas storage leases to determine comparable rental rates. The gas storage field areas to be researched located in the following CA counties: Butte, Solano, San Joaquin, Yolo, Contra Costa, Kern, and Los Angeles. The research involved the use of public records and other available resources to conduct operator name searches and determination of geographical descriptions of the storage fields. Reports included current ownership of the surface, memorandums of leases or other pertinent documents, underground minerals, and any existing leases.

Reference: Christopher Criglow I ph: 503.727.2007 I [email protected]

1120 N.W. Couch Street, Tenth Floor I Portland, OR 97209

Client: Longview Timber LLC

Project: Title Research Services - Paragon performed mineral title research on underground storage fields for 5 Sections (3200 acres) of land in Columbia County, Oregon. This included current ownership of the surface, copies of leases, and copies of recorded documents.

Reference: Julie Ann Boyd I ph: 360.442.4340 I [email protected]

10 International Way I Longview, WA 98632

Client: ExxonMobil Pipeline Company

Project: Title Research for the ExxonMobil G-92-2 6" Oil Line - Prepare a chain of title for the subject properties spanning the last 85 years to determine ExxonMobil rights within property for its G-92-2 Oil Line. Research rights under general pipeline names, perform title research and provide copies of any documents granting mineral rights for subject properties. Provide ExxonMobil with written reports detailing our findings including copies of all referenced recorded documents.

Reference: Teri Shinde, SR/WA, R/W-NAC I ph: 310.212.1794 I teri [email protected]

12851East1661h Street I Cerritos, CA 90703

HOURLY RATES

Classification Hourly Rate

Principal/Project Director /Corporate Broker $150.00

Project Manager I Market Analyst $125.00 Senior Title Agent I Senior GIS Specialists $ 95.00 Administrative Support $ 65.00 Office Clerk $ 50.00

Direct Charges

Copies (Xerox) @ $0.15 each Pagers/Cellular @ Cost D & E Size Copies @ $5.00 each Air Travel & Lodging @ Cost Real Estate Data Services @ Cost+ 15% Mileage @ $0.565 per mile* Telephone/Fax @ Cost Sub-Consultants @ Cost+ 15% Postage/FedEx @ Cost Other Expenses @ Cost+ 15%

*Or current IRS allowable Terms of Payment~ Net 30 days. Invoices will be submitted monthly. All rates are effective will apply for a 24-month period commencing with the execution of the agreement.

0 r ,1 n g c Co u 11 t y W a t c r D i s t r i c t

Oil . G ;i s & Mine ra l Co ns ult ing AJ•.l\.. PARAGON 'I I' PARTNER§

8 j P age

<11J> PARAGON PARTNE~§

Paragon Partners Ltd Oil, Gas and Mineral Consulting Services

Work Breakdown Structure - October 4, 2013

Exhibit A

Phase 1 - Feasability Analysis (180 Days) Hours Rate

Principal/Project Director 30 $150.00 Project Manaqer 120 $125.00 Business Development Manaqer/Market Analyst 40 $125.00 Senior Title Specialist 450 $95.00 Senior GIS Specialist 20 $95.00 Administrative Support 40 $65.00 Office Clerk 40 $50.00 Labor Total 740

Title Plant Access 200 $160.00 Title Chains and Documents Mileage Other Direct Costs (Copies, Telephone, etc.) Total Direct Costs Total Phase 1

Phase 2 - Marketing Development (90 Days) Hours Rate

Principal/Project Director 30 $150.00 Project Manager and/or Market Analyst 150 $125.00 Senior GIS Specialist 30 $95.00 Administrative Support 40 $65.00 Labor Total 250

Mileage Other Direct Costs (Copies, Telephone, etc.) Total Direct Costs Total Phase 2

I Total Phase 1 & 2

All rates are effective for 24 months commencing from the contract execution.

I /- / "! --- / 3

Sub-Total

$4,500.00 $15,000.00

$5,000.00 $42,750.00

$1,900.00 $2,600.00 $2,000.00

$73,750.00

$32,000.00 $4,500.00 $1,750.00

$800.00 $39,050.00

$112,800.00

Sub-Total

$4,500.00 $18,750.00

$2,850.00 $2,600.00

$28,700.00

$300.00 $600.00 $900.00

$29,600.00

$142,400.oo l

EXHIBIT B

MAP

OC PARCELS TO BE RESEARCHED

11-14-13

7

AGENDA ITEM SUBMITTAL Meeting Date: January 28, 2014 Budgeted: N/A Budgeted Amount: N/A To: Retirement Committee Board of Directors


Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: S. Dosier CEQA Compliance: N/A Subject: RETIREMENT COMMITTEE “EMPLOYEE” APPOINTMENTS SUMMARY In August 2010, the Board approved procedures for the replacement of “employee” vacancies on the Retirement Committee. The sitting members of the Retirement Committee serve a two year term (expiring in alternating years). The alternate members serve a one year term. The Employee Advisory Committee (EAC) met recently to consider appointments to the Retirement Committee. Staff is recommending approval of the EAC’s appointments.

RECOMMENDATION Agendize for the February 5 Board meeting: Approve the following employee appointments to the Retirement Committee: 1. Sitting Member – Phil Harrington (re-appointed for another 2 year term); 2. First Alternate – Kevin O’Toole (appointed for a 1 year term); and 3. Second Alternate – Roy Herndon (re-appointed for a 1 year term)

8

AGENDA ITEM SUBMITTAL Meeting Date: January 28, 2014 Budgeted: N/A Budgeted Amount: N/A To: Retirement Committee Board of Directors


Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: S. Dosier CEQA Compliance: N/A Subject: AMENDMENTS TO SERVICE AGREEMENTS WITH WELLS FARGO

ADVISORS FOR 401 (a) MONEY PURCHASE RETIREMENT PLAN AND 457 (b) DEFERRED COMPENSATION PLAN SUMMARY The Sutherland Group of Wells Fargo Advisors serves as the retirement plan advisor for both the 401(a) Money Purchase Retirement Plan and the 457(b) Deferred Compensation Plan. Scott Sutherland is the District’s retirement advisor and he has reviewed the current Service Agreement between the Orange County Water District (OCWD) and Wells Fargo Advisors and is recommending a decrease to his current fees. The proposed decrease from 10 basis points to 8.5 basis points has been outlined in the attached amendments. Attachment(s):

Amendment to 401(a) Plan Services Agreement with Wells Fargo Advisors Amendment to 457(b) Plan Services Agreement with Wells Fargo Advisors

RECOMMENDATION Agendize for the February 5 Board meeting: Approve and authorize execution of Amended Service Agreements with Wells Fargo Advisors for the 401(a) Money Purchase Plan and the 457(b) Deferred Compensation Plan. DISCUSSION The Sutherland Group of Wells Fargo Advisors serve as retirement plan advisors on both of the District’s retirement plans (401(a) and 457(b)). Scott Sutherland is the principal advisor for the District and participants for both plans. Currently, the fee for the advisor services is 10 basis points of the value of each plan’s account. The total account balance in both plans has grown significantly over the past several years; therefore Scott has proposed to lower his fee down to 8.5 basis points of the value of the accounts.

With the decrease of advisor service fees, there will be additional revenue available (over and above the 15 basis points that Prudential requires) that the District can reallocate to offset other plan expenses. Staff will work with Mr. Sutherland to target lowering the expense ratios contained within the funds by analyzing the current funds in each plan’s line-up to determine if there are funds that offer a lower cost share class for our plans. Any proposed share class changes will be brought to the Committee for consideration as soon as possible. Staff is recommending approval of the Amended Service Agreements with Wells Fargo Advisors for both the 401(a) and 457(b) Plans.

Wells Fargo Advisors LLC /Wells Fargo Advisors Financial Network, LLC

Orange County Water District 401a Amendment to Fees 12122013 1 of 3

PARTICIPANT DIRECTED PLAN CONSULTING SERVICES AGREEMENT WITH PARTIPANT EDUCATION AMENDMENT TO COMPENSATION

AMENDMENT TO ADDENDUM C – COMPENSATION

This Amendment dated February 5, 2014 (the “Amendment”) to the Institutional Consulting Services Agreement dated April 1, 2011 (the “Agreement”) between Orange County Water District 401a (“Client”) and Wells Fargo Advisors, LLC (“WFA”), member NYSE/SIPC, and Wells Fargo Advisors Financial Network, LLC (“FiNet”), member FINRA/SIPC. Each broker/dealer is a separate, non-bank affiliate of Wells Fargo & Company. The terms “Client”, “the undersigned”, “you”, and “your”, refer to the client named above. The terms “we”, “us”, and “our” refer to WFA or FiNet (as applicable). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged by both parties, Client and WFA hereby agree as follows: 1. Addendum C of the Agreement is hereby amended and restated in its entirety as follows: You agree to compensate us for the services provided under this Agreement as set forth below. (YOU MUST INITIAL BELOW). Unless you instruct us to bill you directly, we will instruct your custodian to pay our fees out of the assets held by your custodian as and when the same are payable. In the event you instruct us to bill you directly but you fail to pay any invoice within 30 days of the date thereof, you authorize us to bill your custodian with respect to that invoice in the manner set forth above. The fees set forth below do not cover any execution, custody, clearance or settlement services provided by us or our affiliates or investment management fees of investment managers retained by you. WFA will not act as broker or record for the specified plan. WFA will not collect any 12(b)-1 fees or other such fees with regard to the Client’s relationship with the fund family. 2. All of the representations, warranties and undertakings made in the Agreement shall continue to be true as of the date of this

Amendment and will continue in full force and effect as if made in this Amendment. If the terms of the Agreement conflict with the terms of the Amendment, the terms of this Amendment will govern.

3. For the purposes of referring to this amendment, the effective date of this agreement shall be February 5, 2014. 4. This Amendment shall terminate automatically upon termination of the Agreement. This Amendment may be amended only by a

written instrument, signed by both parties.

______ You agree to pay us a quarterly fee covering all charges for the services specified in Addendum A to this Agreement. Each initial quarterly fee will be calculated by your administrator and payable in arrears of the period for which services are to be

rendered, will be determined by reference to the value of your assets held in custody by your custodian (such assets being referred to herein as the “Account”), and will represent a pro rata portion of an annual fee equal to 0.085% of the value of the Account, as described more fully below. We may modify or change the fees specified herein but only upon notice to and acceptance by you pursuant to the terms of this Agreement. The following shall apply:

Initial Fee. Our initial fee will be based on the value of the Account as of the effective date of this Agreement (“Commencement Date”). The initial fee will be for the period from the Commencement Date through the last business day of the calendar quarter in which the Commencement Date falls (or, at our option, through the last business day of the next calendar quarter if the Commencement Date falls within 30 days prior to the beginning of a calendar quarter).

Subsequent Fees. For each subsequent fee period, our fee will be based on the value of the Account as of the last business day of the preceding fee period and will be payable in full within 30 days from the date of our invoice. If additional assets (“New Assets”) are added to the Account during a fee period, we may charge an additional fee in respect of the value of the New Assets, prorated for the number of days remaining in such fee period. If such an additional fee is charged, the amount shall be added to the fees payable for the next billing period.

Determination of Value of Account. In determining the value of the Account for purposes of determining fees payable we will rely on your custodian’s valuation of such included assets if the custodian provides such a valuation (unless there are circumstances which in our judgment render the custodian’s valuation inappropriate in which case we will value securities listed on any national securities exchange at the closing price on the principal exchange on which they are traded (unless there are circumstances which in our judgment render a different method of valuation more appropriate), and will value any other securities in a manner determined in good faith by us to reflect fair market value). Any such valuation we supply should not be considered a guarantee of any kind with respect to the value of the assets in the Account.

Sub Firm Number

FA Number

Client Name Orange County Water District 401a



Adjustment of Fees. Unless we agree otherwise, no fee adjustments or refunds will be made in respect of any period for (i) appreciation or depreciation in the value of the Account during that period or (ii) any partial withdrawal of assets from the Account during that period. If this Agreement is terminated by us or by you, we will refund certain fees to you to the extent provided in Section 8(b) of this Agreement. Unless we agree otherwise, your fees shall be based on the total value of the assets in the Account without regard to any debit balance.

Witness these signatures as of the date first above written. Shawne Dewane

Authorized Agent (Print Name of Person Signing)

Client Signature #1 Board President

Title

Michael R. Markus


Client Signature #2 (if required) General Manager

Title Scott T. Sutherland

Financial Advisor Name

Financial Advisor Signature

Robert Wolter

Branch Manager Name

Branch Manager Signature

Client Name

Orange County Water District 401a

INTERNAL USE ONLY- WFA HOME OFFICE ACCEPTED: WELLS FARGO ADVISORS, LLC and WELLS FARGO ADVISORS FINANCIAL NETWORK, LLC By: ___________________________________________________ Date _____________________________



The Client authorizes WFA/FiNet to collect the fee in the following manner – please select one option

The Client authorizes WFA/FiNet to invoice the Trustee and the Plan record keeper/administrator directly for payment from the Plan assets. (must complete Invoice Mailing Address section below)

Invoice plan sponsor directly. (must complete Invoice Mailing Address section below) INVOICE MAILING ADDRESS

Client Name: _____________________________

Attention: ________________________________ Street Address: ________________________________ ___________________________ City: State: _ Zip: ______

Client Name

Orange County Water District 401a


Orange County Water District 457b Amendment to Fees 12122013 1 of 3

PARTICIPANT DIRECTED PLAN CONSULTING SERVICES AGREEMENT WITH PARTIPANT EDUCATION AMENDMENT TO COMPENSATION

AMENDMENT TO ADDENDUM C – COMPENSATION

This Amendment dated February 5, 2014 (the “Amendment”) to the Institutional Consulting Services Agreement dated 04/01/11 (the “Agreement”) between Orange County Water District 457b (“Client”) and Wells Fargo Advisors, LLC (“WFA”), member NYSE/SIPC, and Wells Fargo Advisors Financial Network, LLC (“FiNet”), member FINRA/SIPC. Each broker/dealer is a separate, non-bank affiliate of Wells Fargo & Company. The terms “Client”, “the undersigned”, “you”, and “your”, refer to the client named above. The terms “we”, “us”, and “our” refer to WFA or FiNet (as applicable). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged by both parties, Client and WFA hereby agree as follows: 1. Addendum C of the Agreement is hereby amended and restated in its entirety as follows: You agree to compensate us for the services provided under this Agreement as set forth below. (YOU MUST INITIAL BELOW). Unless you instruct us to bill you directly, we will instruct your custodian to pay our fees out of the assets held by your custodian as and when the same are payable. In the event you instruct us to bill you directly but you fail to pay any invoice within 30 days of the date thereof, you authorize us to bill your custodian with respect to that invoice in the manner set forth above. The fees set forth below do not cover any execution, custody, clearance or settlement services provided by us or our affiliates or investment management fees of investment managers retained by you. WFA will not act as broker or record for the specified plan. WFA will not collect any 12(b)-1 fees or other such fees with regard to the Client’s relationship with the fund family. 2. All of the representations, warranties and undertakings made in the Agreement shall continue to be true as of the date of this

Amendment and will continue in full force and effect as if made in this Amendment. If the terms of the Agreement conflict with the terms of the Amendment, the terms of this Amendment will govern.

3. For the purposes of referring to this amendment, the effective date of this agreement shall be February 5, 2014. 4. This Amendment shall terminate automatically upon termination of the Agreement. This Amendment may be amended only by a

written instrument, signed by both parties.

______ You agree to pay us a quarterly fee covering all charges for the services specified in Addendum A to this Agreement. Each initial quarterly fee will be calculated by your administrator and payable in arrears of the period for which services are to be

rendered, will be determined by reference to the value of your assets held in custody by your custodian (such assets being referred to herein as the “Account”), and will represent a pro rata portion of an annual fee equal to 0.085% of the value of the Account, as described more fully below. We may modify or change the fees specified herein but only upon notice to and acceptance by you pursuant to the terms of this Agreement. The following shall apply:

Initial Fee. Our initial fee will be based on the value of the Account as of the effective date of this Agreement (“Commencement Date”). The initial fee will be for the period from the Commencement Date through the last business day of the calendar quarter in which the Commencement Date falls (or, at our option, through the last business day of the next calendar quarter if the Commencement Date falls within 30 days prior to the beginning of a calendar quarter).

Subsequent Fees. For each subsequent fee period, our fee will be based on the value of the Account as of the last business day of the preceding fee period and will be payable in full within 30 days from the date of our invoice. If additional assets (“New Assets”) are added to the Account during a fee period, we may charge an additional fee in respect of the value of the New Assets, prorated for the number of days remaining in such fee period. If such an additional fee is charged, the amount shall be added to the fees payable for the next billing period.

Determination of Value of Account. In determining the value of the Account for purposes of determining fees payable we will rely on your custodian’s valuation of such included assets if the custodian provides such a valuation (unless there are circumstances which in our judgment render the custodian’s valuation inappropriate in which case we will value securities listed on any national securities exchange at the closing price on the principal exchange on which they are traded (unless there are circumstances which in our judgment render a different method of valuation more appropriate), and will value any other securities in a manner determined in good faith by us to reflect fair market value). Any such valuation we supply should not be considered a guarantee of any kind with respect to the value of the assets in the Account.

Sub Firm Number

FA Number

Client Name Orange County Water District 457b



Adjustment of Fees. Unless we agree otherwise, no fee adjustments or refunds will be made in respect of any period for (i) appreciation or depreciation in the value of the Account during that period or (ii) any partial withdrawal of assets from the Account during that period. If this Agreement is terminated by us or by you, we will refund certain fees to you to the extent provided in Section 8(b) of this Agreement. Unless we agree otherwise, your fees shall be based on the total value of the assets in the Account without regard to any debit balance.

Witness these signatures as of the date first above written. Shawne Dewane


Client Signature #1 Board President

Title

Michael R. Markus


Client Signature #2 (if required) General Manager

Title Scott T. Sutherland

Financial Advisor Name

Financial Advisor Signature

Robert Wolter

Branch Manager Name

Branch Manager Signature

Client Name

Orange County Water District 457b

INTERNAL USE ONLY- WFA HOME OFFICE ACCEPTED: WELLS FARGO ADVISORS, LLC and WELLS FARGO ADVISORS FINANCIAL NETWORK, LLC By: ___________________________________________________ Date _____________________________



The Client authorizes WFA/FiNet to collect the fee in the following manner – please select one option

The Client authorizes WFA/FiNet to invoice the Trustee and the Plan record keeper/administrator directly for payment from the Plan assets. (must complete Invoice Mailing Address section below)

Invoice plan sponsor directly. (must complete Invoice Mailing Address section below) INVOICE MAILING ADDRESS

Client Name: _____________________________

Attention: ________________________________ Street Address: ________________________________ ___________________________ City: State: _ Zip: ______

Client Name

Orange County Water District 457b

9

Retirement Committee meeting held January 28, 2014 401 (a) MONEY PURCHASE RETIREMENT PLAN INVESTMENT LINE-UP AND RED FLAG FUND REVIEW COMMITTEE RECOMMENDATION: Approve the following actions for the 401(a) Money Purchase Plan and 457 (b) Deferred Compensation Plan investment portfolios:

401(a) FUND REVIEW ACTIONS ACTION SYMBOL FUND NAME Keep Red Flag OPGSX Oppenheimer Gold & Special Minerals A Remove Fund PGNAX Prudential Jennison Natural Resources A Add Fund and Map to DNLAX Dreyfus Natural Resources A Remove Red Flag VETAX Victory Established Value A Keep Red Flag NWKFX Nationwide HighMark Value Remove Fund IPBAX Wells Fargo Advantage Infl Prot Bond A Add Fund and Map to APSAX Columbia Inflation Protected Secs

457(b) FUND REVIEW ACTIONS ACTION SYMBOL FUND NAME Keep Red Flag GITAX Goldman Sachs Technology Tollkeeper A Keep Red Flag RERCX American Funds EuroPacific Gr R3 Remove Red Flag HDGSX Hartford Divident & Growth R4 Remove Fund OHYAX JPMorgan High Yield A Add Fund and Map to WHIAX Ivy High Income A

Back-up material is available in the Retirement Committee packet


Meeting Date: January 28, 2014 Budgeted: N/A Budgeted Amount: N/A To: Retirement Committee Board of Directors


Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: S. Dosier CEQA Compliance: N/A Subject: 401 (a) MONEY PURCHASE RETIREMENT PLAN INVESTMENT LINE-

UP AND RED FLAG FUND REVIEW SUMMARY The Sutherland Group of Wells Fargo Advisors serves as the District’s advisor for the Money Purchase Retirement Plan. Part of their responsibility is to provide periodic updates on fund performance for the Plan so that the Retirement Committee and the Board of Directors can meet their fiduciary responsibilities in monitoring investment options with the Plan. Scott Sutherland will present his review and recommendations to the Committee for consideration. Attachment(s):

401(a) Money Purchase Plan Review Red Flag Fund Review

RECOMMENDATION Agendize for the February 5 Board meeting: Take action as appropriate. DISCUSSION The purpose of this meeting is to review the due diligence that Scott Sutherland has done in his performance review of the Money Purchase Retirement Plan investment fund options. The meeting is to be a collaborative process in which the investment options are discussed in an effort to come to decisions on any fund line-up changes for the Plan. A key factor in the fund decisions is a review of each fund’s performance “net” of their expenses. An investment option with higher expenses will have to make up for that expense with better investment performance as compared to funds with lower expenses. The District’s retirement advisor will review each fund’s performance and provide his recommendations, if any, for fund changes per the guidelines of the retirement plan Investment Policy Statement. The plan review documentation completed

by Scott Sutherland has been attached and he will review this document in detail at the meeting.

10

S A W P A

COMMISSION WORKSHOP/REGULAR MEETING

TUESDAY, FEBRUARY 4, 2014 – 9:30 A.M.

AGENDA 1. CALL TO ORDER/PLEDGE OF ALLEGIANCE (Phil Anthony, Chair) 2. PUBLIC COMMENTS

Members of the public may address the Commission on any item that is within the jurisdiction of the Commission; however, no action may be taken on any item not appearing on the agenda unless the action is otherwise authorized by Subdivision (b) Section 54954.2 of the Government Code.

3. WORKSHOP DISCUSSION AGENDA

A. ROLE OF DEMAND-SIDE MEASURES AND FLEXIBLE INCENTIVE-BASED INSTRUMENTS AND OPTIONS (E.G., WATER TRADING, WATER BANKING) – OPTIONS FOR ADDRESSING DROUGHT

Presenter: Dr. Kurt Schwabe, Associate Professor of Environmental Economics and Policy at UC Riverside Associate Director, Water Science and Policy Center; Department of Environmental Sciences, University of

California Recommendation: Receive and file.

4. NEW BUSINESS

A. ADOPTION OF THE OWOW 2.0 PLAN (CM#8845) 1. Staff Report:

• Overview of the Plan (Executive Summary) • Plan Highlights:

o Goals, Objectives, Targets and Indicators o Systems Approach o Broad Management/Planning Strategies o New Tools Developed o Watershed Assessment Report Card

• Review of Public Comments Received 2. Open the Public Hearing; 3. Receive Comments 4. Close the Public Hearing

Presenter: Mark Norton Recommendation: The OWOW Steering Committee recommends that the Commission: 1. Receive and file comments received on the draft One Water One Watershed 2.0 Plan; 2. Conduct a public hearing to consider the adoption of the One Water One Watershed 2.0 Plan; 3. Adopt Resolution No. 2014-01, adopting the One Water One Watershed 2.0 Plan and authorizing an

application to the California Department of Water Resources to obtain an integrated regional water management implementation grant; and

4. Direct staff to file a California Environmental Quality Act Notice of Exemption for the One Water One Watershed 2.0 Plan.

SANTA ANA WATERSHED PROJECT AUTHORITY 11615 Sterling Avenue, Riverside, California 92503 • (951) 354-4220

B. CITY OF COLTON GRANT OF EASEMENT FOR POWER POLE CONSTRUCTION (CM#8843) Presenter: Carlos Quintero

Recommendation: Grant an easement to the City of Colton for the construction of a power pole on SAWPA-owned property (APN 0260-082-14).

5. OLD BUSINESS

A. AMENDMENTS TO CONTRACTS WITH OCSD (CM#8848) Presenter: Larry McKenney Recommendation: Approve the contract amendments and authorize their execution.

6. INFORMATIONAL REPORTS Recommendation: Receive and file the following oral/written reports/updates.

A. OWOW – PROPOSITION 84, ROUND 2 DWR FUNDING RECOMMENDATION UPDATE Presenter: Celeste Cantú

B. INLAND EMPIRE BRINE LINE REACH V REHABILITATION AND IMPROVEMENT

PROJECT (CM#8844) Presenter: David Ruhl

C. CALIFORNIA WATER ACTION PLAN (CM#8846) Presenter: Larry McKenney

D. DROUGHT ARTICLES Presenter: Celeste Cantú

7. CONSENT CALENDAR

Matters listed under the Consent Calendar are considered routine and non-controversial and will be acted upon by the Commission by one motion as listed below. There will be no separate discussion on the items prior to the time the Commission votes, unless any Commission members, staff, or the public requests specific items be discussed and/or removed from the Consent Calendar for separate action.

A. APPROVAL OF THE MINUTES FROM THE MEETING HELD ON 1-21-14

Recommendation: Approve as mailed.

B. SURPLUS PROPERTY (CM#8847) Recommendation: Receive and file.

8. INTRODUCTION OF OCSD/SAWPA JOINT POLICY COMMITTEE MEMBERS Presenter: Celeste Cantú

Recommendation: Meet/Greet: Welcome.

9. ADJOURNMENT

Any person with a disability who requires accommodation in order to participate in this meeting should telephone Commission Secretary Patti Bonawitz at (951) 354-4230, at least 48 hours prior to the meeting in order to request for a disability-related modification or accommodation.

PLEASE NOTE: Materials related to an item on this agenda submitted to the Commission after distribution of the agenda packet are available for public inspection in the Authority’s office located at 11615 Sterling Avenue, Riverside, during normal business hours. Also, such documents are available on the Authority’s Website at www.sawpa.org, subject to staff’s ability to post documents before the meeting.

Declaration of Posting I, Patti Bonawitz, Clerk of the Board of the Santa Ana Watershed Project Authority certify that a copy of this agenda has been posted in the Agency’s office at 11615 Sterling Ave., Riverside, California by 5:30 p.m. on Wednesday, January 29, 2014.

2014 - SAWPA Commission Upcoming Meetings/Events (NOTE: All Commission Workshops/Meetings begin at 9:30 a.m., unless otherwise noted)

_______________________________________ Patti Bonawitz

February 2-4-14 Commission Workshop 2-18-14 Regular Commission Meeting March 3-4-14 Commission Workshop 3-18-14 Regular Commission Meeting

3-26-14 Rita Schmidt Sudman (WEF) Retirement Reception - 5 pm The Vizcaya Inn – Sacramento

April 4-1-14 Commission Workshop 4-15-14 Regular Commission Meeting

May 5-6/9-14 ACWA Spring Conference

(no meeting due to ACWA) 5-20-14 Regular Commission Meeting June 6-3-14 Commission Workshop 6-17-14 Regular Commission Meeting July 7-1-14 Commission Workshop 7-15-14 Regular Commission Meeting August Dark ???

September 9-2-14 Commission Workshop 9-16-14 Regular Commission Meeting October 10-7-14 Commission Workshop 10-21-14 Regular Commission Meeting November 11-4-14 Commission Workshop 11-18-14 Regular Commission Meeting December Dark ??? 12-2/5-14 ACWA Fall Conference

February 2-4-14 Commission Workshop 2-18-14 Regular Commission Meeting March 3-4-14 Commission Workshop 3-18-14 Regular Commission Meeting

3-26-14 Rita Schmidt Sudman (WEF) Retirement Reception - 5 pm The Vizcaya Inn – Sacramento

April 4-1-14 Commission Workshop 4-15-14 Regular Commission Meeting

May 5-6/9-14 ACWA Spring Conference

(no meeting due to ACWA) 5-20-14 Regular Commission Meeting June 6-3-14 Commission Workshop 6-17-14 Regular Commission Meeting July 7-1-14 Commission Workshop 7-15-14 Regular Commission Meeting August Dark ???

September 9-2-14 Commission Workshop 9-16-14 Regular Commission Meeting October 10-7-14 Commission Workshop 10-21-14 Regular Commission Meeting November 11-4-14 Commission Workshop 11-18-14 Regular Commission Meeting December Dark ??? 12-2/5-14 ACWA Fall Conference

http://www.sawpa.org/�


Meeting Date: February 5, 2014 Budgeted: N/A Budgeted Amount: N/A To: Board of Directors Cost Estimate: N/A Funding Source: N/A Program/Line Item No.: N/A From: Mike Markus General Counsel Approval: N/A Project Report Approved: N/A Staff Contact: W. Hunt CEQA Compliance: N/A Subject: REVIEW OF FIELD HEADQUARTERS PROJECTS AND ACTIVITIES

SUMMARY

Staff will provide the Board with an update on Field Headquarters projects and activities. RECOMMENDATION

Informational. PRIOR BOARD/COMMITTEE ACTIONS N/A

ACTION AGENDA PROPERTY MANAGEMENT COMMITTEE MEETING

Friday, January 24, 2014 ROLL CALL ACTION Steve Sheldon, Chair Present Philip Anthony Present Harry Sidhu Present Denis Bilodeau Not Present Roger Yoh Present Alternates Cathy Green Present Jan Flory Present Kathryn Barr Present Vincent Sarmiento Present Shawn Dewane Present

Quorum of Cte: Yes Quorum of Board: Yes

CONSENT CALENDAR (ITEM NO. 1-2) 1. MINUTES OF PROPERTY MANAGEMENT COMMITTEE MEETING

NOVEMBER 15, 2013 RECOMMENDATION: Approve minutes as presented

Approved

2. AMENDMENT TO LICENSE AGREEMENT WITH GRIFFITH COMPANY RECOMMENDATION: Agendize for February 5 Board meeting: Approve and authorize execution of Amendment One to License Agreement with Griffith Company to extend the License Agreement to a new expiration date of October 20, 2014

Approved

MATTERS FOR CONSIDERATION 3. SALE OF SOUTH STREET PROPERTIES TO FAMILY DEVELOPMENT

GROUP, INCORPORATED RECOMMENDATION: Agendize for February 5 Board meeting: Approve and authorize execution of Agreement for Purchase and Sale of Real Property and Instructions to Escrow with Family Development Group Inc. for the purchase of 3.6 acres located at or about 2840-2901 East South Street, Anaheim, California for $1,000,000

Approved

4. REQUEST FOR PROPOSALS FOR OIL, GAS AND MINERAL

CONSULTANT RECOMMENDATION: Agendize for February 5 Board meeting: Direct staff as appropriate

Accept Paragon Partners revised Proposal dated

November 14, 2013 in total amount not to exceed

$142,400 for Phase 1 and Phase 2 Oil and Gas and

Mineral consulting services; and authorize issuance of Agreement for Phase 1

Feasibility Analysis in the amount of $112,800

INFORMATIONAL ITEMS 5. STATUS OF PROPERTY ACQUISITION AT 3199 EAST LA PALMA

AVENUE IN ANAHEIM Informational

6. STATUS OF THE GENERAL PLAN AMENDMENT AND ZONE CHANGE

FOR THE BALL ROAD BASIN PROPERTY LOCATED ON BALL ROAD AND PHOENIX CLUB DRIVE IN ANAHEIM

Informational

7. QUARTERLY REPORT ON LEASES AND PERMITS/LICENSES FOR

THE PERIOD ENDING DECEMBER 31, 2013

Informational

DETERMINATION OF ITEMS TO BE PLACED ON CONSENT CALENDAR FOR FEBRUARY 5 BOARD MEETING

Items 2-4

DIRECTORS' ANNOUNCEMENTS/REPORTS N/A GENERAL MANAGER’S ANNOUNCEMENT/REPORT N/A ADJOURNMENT 1:25 p.m.

- 1 -

ACTION AGENDA MEETING OF THE RETIREMENT COMMITTEE

Tuesday, January 28, 2014 ROLL CALL ACTIONS Retirement Committee Members OCWD Staff Present Roger Yoh, Chair Not present John Kennedy Executive Director Harry Sidhu Present Stephanie Dosier, Plan Secretary Vincent Sarmiento Not present Christina Fuller Recording Secretary Phil Harrington - Staff Present Kim Dusky, Lisa Wirtz Jason Dadakis - Staff Present Others Present Director Alternates Rachel Nolan, Scott Sutherland, Phil Anthony Present Sutherland Retirement Group Jan Flory Not present Kathryn Barr Present Employee Advisory Group Present Denis Bilodeau Present Jana Safarik Cathy Green Present Roy Herndon Steve Sheldon Not present John Bonsangue Shawn Dewane Not present Dave Bolin

John Bruns Rita Hintlian Kevin O’Toole

Quorum of Cte Yes Quorum of Board: Yes

CONSENT CALENDAR (ITEMS 1 - 3) 1. MINUTES OF RETIREMENT COMMITTEE MEETING HELD ON

OCTOBER 22, 2013 RECOMMENDATION: Approve minutes as presented

Approved

2. RETIREMENT COMMITTEE “EMPLOYEE” APPOINTMENTS RECOMMENDATION: Agendize for the February 5 Board meeting: Approve the following employee appointments to the Retirement Committee:

1) Sitting Member - Phil Harrington (re-appointed for a 2 year term) 2) First Alternate - Kevin O’Toole (appointed for a 1 year term); and 3) Second Alternate - Roy Herndon (re-appointed for a 1 year term)

Approved

3. AMENDMENTS TO SERVICE AGREEMENTS WITH WELLS FARGO ADVISORS FOR 401 (a) MONEY PURCHASE RETIREMENT PLAN AND 457 (b) DEFERRED COMPENSATION PLAN

RECOMMENDATION: Agendize for the February 5 Board meeting Approve and authorize execution of Amended Service Agreements with Wells Fargo Advisors for the 401(a) Money Purchase Plan and the 457(b) Deferred Compensation Plan

Approved

- 2 -

MATTER FOR CONSIDERATION

4. 401(a) MONEY PURCHASE RETIREMENT PLAN INVESTMENT LINE-UP AND RED FLAG FUND REVIEW

COMMITTEE RECOMMENDATION: Agendize for the February 5 Board meeting: Approve the following actions for the 401(A) Deferred Compensation Plan and 457 (B) Money Purchase Plan investment portfolios.

401(a) Fund Review Actions ACTION SYMBOL FUND NAME Keep Red Flag OPGSX Oppenheimer Gold & Special Minerals A Remove fund PGNAX Prudential Jennison Natural Resources A Add Fund and Map to DNLAX Dreyfus Natural Resources A Remove Red Flag VETAX Victory Established Value A Keep Red Flag NWKFX Nationwide HighMark Value Remove fund IPBAX Wells Fargo Advantage Infl Prot Bond A Add Fund and Map to APSAX Columbia Inflation Protected Secs

457(B) Fund Review Actions ACTION SYMBOL FUND NAME Keep Red Flag GITAX Goldman Sachs Technology Tollkeeper A Keep Red Flag RERCX American Funds EuroPacific Gr R3 Remove Red Flag HDGSX Hartford Dividend & Growth R4 Remove fund OHYAX JPMorgan High Yield A Add Fund and Map to WHIAX Ivy High Income A

Committee Recommendation

Approve the following actions

INFORMATIONAL ITEMS 5. PRUDENTIAL RETIREMENT PERFORMANCE INCENTIVE REVIEW

Informational

6. GUARANTEED INCOME FUND INTEREST RATES

Informational

DETERMINATION OF ITEMS TO BE PLACED ON CONSENT CALENDAR FOR FEBRUARY 5 BOARD MEETING

Items No. 2-4

ANNOUNCEMENTS/REPORTS N/A ADJOURNMENT 9:20am

MINUTES

JOINT PLANNING COMMITTEE WITH BOARD OF DIRECTORS

MUNICIPAL WATER DISTRICT OF ORANGE COUNTY AND ORANGE COUNTY WATER DISTRICT

January 29, 2014

PUBIC COMMENTS ACTION ROLL CALL (See attached) 1. Poseidon Huntington Beach Ocean Desalination Plant Update - A brief

summary of the recent OCWD project report will be provided.

Informational 2. February 26, 2014 ACWA Washington DC legislative trip – Discuss

coordination and agenda for activities to occur in Washington.

Informational 3. May 16, 2014 Orange County Water Summit – provide update on

planned agenda

Informational 4. MWD Issues

a. Proposed MWD rates effective January 2015 and new ten-year rate projections if available

Informational

b. Status on imported water conditions and storage supplies Informational

c. MWDOC February 5th Board Workshop – MWD CFO Gary Breaux budget/rate presentation

Informational

5. Update on ad-hoc committees consolidation discussion meeting - Provide a summary of the issues discussed at recent meetings between the MWDOC and OCWD committee members

Informational 6. OCWD planned purchases of MWD untreated full service water

Informational a. Current purchases b. FY2014-15

7. OCWD Hallway Improvement Project update Informational 8. Recommended 2014 Meetings – April 23 July 23 October 22

Informational

9. Other –

MWDOC Directors were invited to attend the February 14 tour of the Poseidon/Carlsbad Ocean Desalination facility

ROLL CALL 1-29-2014 MWDOC DIRECTORS OCWD DIRECTORS Brett Barbre x Vince Sarmiento x Larry Dick x Phil Anthony x Wayne Osborne x Roger Yoh Joan Finnegan x Kathryn Barr x Wayne Clark x Denis Bilodeau x Jeff Thomas Shawn Dewane x Susan Hinman Jan Flory Harry Sidhu x Steve Sheldon Cathy Green x Staff Staff Rob Hunter x Mike Markus x Keith Lyon Mike Wehner Karl Seckel x John Kennedy x Harvey Delatorre Bill Hunt Darcy Burke

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