MINUTES OF MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT

July 1, 2015, 5:30 p.m.

President Green called to order the July 1, 2015 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 Denis Bilodeau (not present) Shawn Dewane Jan Flory Cathy Green Dina Nguyen Roman Reyna (not present) Stephen Sheldon Harry Sidhu (arrived 5:44 p.m.) Roger Yoh

Others: Jim Atkinson - Mesa Water District Ric Collett - Yorba Linda Water District

Staff Michael Markus, General Manager Joel Kuperberg, General Counsel Janice Durant, District Secretary Gina Ayala, Bruce Dosier, Stephanie Dosier, Alicia Dunkin, Randy Fick, Roy Herndon, Bill Hunt, John Kennedy, Mike Wehner, Greg Woodside, Nira Yamachika

Keith Lyon - Municipal Water District of Orange County Ken Vecchiarelli - Golden State Water Betsy Eglash - Brady

VISITOR PARTICIPATION

Irvine Ranch Water Director Peer Swan requested clarification in writing of the OCWD Board action at its May 14 meeting when it approved the MOU with Poseidon, noting it was not his understanding that the Board committed to proceeding with the desalination project. He recalled that the Board agreed to study alternatives and that IRWD requested Groundwater Producers involvement in those studies. Mr. Swan requested a timeline for study of alternatives to the Huntington Beach Desalter.

CONSENT CALENDAR

Director Green requested the removal of Item No. 4, Expiring Lease with Mike Raahauge Shooting Enterprises,_from tonight ' s Consent Calendar. The balance of the Consent Calendar was approved upon motion by Director Flory, seconded by Director Anthony and carried [7-0] as follows. Ayes: Anthony, Dewane, Flory, Green, Nguyen, Sheldon, Yoh Absent: Bilodeau, Reyna, Sidhu

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1. Approval of Cash Disbursements

MOTION NO .. 15-102 APPROVING CASH DISBURSEMENTS

Payment of bills for the period June 11 , 2015 through June 24, 2015 in the total amount of 5,514,306.64 is ratified and approved.

2. Minutes of Board of Directors Meeting

MOTIONNO. 15-103 APPROVE MINUTES OF BOARD OF DIRECTORS MEETING

The Minutes of Board of Directors Meeting held June 3, 2015 are hereby approved as presented.

CONSENT CALENDAR ITEMS RECOMMENDED FOR APPROVAL AT PROPERTY MANAGEMENT COMMITTEE HELD JUNE 26

3. Amendment to Lease Agreement with Yorba Linda Water District (YLWD)

RESOLUTION NO. 15-7-90 APPROVING AMENDMENT TO LEASE AGREEMENT TO YL WD

FOR PRODUCTION WATER WELL NO. 21

WHEREAS, pursuant to Resolution No. 12-12-144 adopted December 19, 2012, OCWD authorized issuance of a 50-year lease agreement with Yorba Linda Water District (YL WD) to construct a groundwater production well and appurtenant pipeline: and drain pipe at Warner Basin including a construction and maintenance area for a term of 50 years ending on December 31 , 2062; and

WHEREAS, the Property Management Conunittee of this Board has reconunended Amendment One to such Lease Agreement with YL WD to replace the current Legal Description of Premises in Lease Exhibit "A" (Legal Description) and shown in Exhibit "B" (Plat), with a revised Legal Description and Plat; and to authorize the General Manager or his designee to replace the revised Legal Description and Plat with an "as built" Legal Description and Plat;

NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby approve the aforementioned Amendment No. One to the Lease Agreement with YL WD as described herein; and, approval as to form by District General Counsel, its execution on behalf of the District by the District officers is authorized.

4. Expiring Lease with Elaine Raahauge D.B.A. Mike Raahauge Shooting Enterprises

This item was removed from the Consent Calendar and considered later in tonight ' s meeting.

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5. Amendments to Duck Hunting Leases with Elaine Raahauge D.B.A. Mike Raahauge's Shooting Enterprises and Prado Basin Duck Club

RESOLUTIONNO. 15-7-91 APPROVING AMENDMENT NO. 13 TO DUCK HUNTING LEASE WITH ELAINE

RAAHAUGE D.B.A.MIKE RAAHAUGE'S SHOOTING ENTERPRISES

WHEREAS, pursuant to Resolution No. 05-11-125 adopted November 2, 2005, as amended annually, OCWD issued a Lease to Elaine Raahauge d.b.a. Mike Raahauge's Shooting Enterprises; to extend the lease for a duck hunting concession on District property at Prado Basin for the 2014/15 duck hunting season with a new expiration date of June 30, 2015 and

WHEREAS, the Property Management Committee of this Board has recommended issuance of Amendment No. 13 to such lease to extend lease for a duck hunting concession at Prado Basin for the 2015/16 duck hunting season expiring June 30, 2016;

NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby approve the aforementioned Amendment No. 13 to such Lease as described herein; and, upon approval as to form by District General Counsel, its execution by the District's officers is authorized.

RESOLUTION NO. 15-7-92 AUTHORIZING AMENDMENT NO. 10 TO LEASE WITH PRADO BASIN DUCK CLUB FOR

DUCK HUNTING AT PRADO BASIN

WHEREAS, pursuant to Resolution No. 03-5-71 adopted May 21, 2003, as amended annually, OCWD authorized issuance of a Lease to the Prado Basin Duck Club for duck hunting activities in the OCWD lower Prado Basin ponds through June 30, 2015; and

WHEREAS, the Property Management Committee of this Board has recommended issuance of Amendment No. 10 to such Lease with Prado Basin Duck Club to extend lease for a duck hunting concession at Prado Basin for the 2015/16 duck hunting season expiring June 30, 2016;

NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby approve the aforementioned Lease Amendment No. 10 with Prado Basin Duck Club as described herein; and, upon approval as to form by District General Counsel, its execution by the District's officers is authorized.

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ITEM REMOVED FROM CONSENT CALENDAR FOR CONSIDERATION

4. Expiring Lease with Elaine Raahauge D.B.A. Mike Raahauge Shooting Enterprises

Director Green indicated that Director Bilodeau had asked for the RFP to include a study of the cost to remediate the lead from the premises at the end of 30-years. Director Flory requested that staff include a 20-year period also. The following action was then taken.

MOTION NO. 15-104 AUTHORIZING REVISED REQUEST FOR PROPOSALS FOR FOCUSED REMEDIAL

INVESTIGATION & FEASIBILITY STUDY OF THE PRADO SHOOTING AREAS

Upon motion by Director Anthony, seconded by Director Green and carried [7-0], issuance of a revised Request for Proposals for a Focused Remedial Investigation & Feasibility Study of the Prado Shooting Areas (to include a 20-year and 30-year study period) is hereby authorized. Ayes: Anthony, Dewane, Flory, Green, Nguyen, Sheldon, Yoh Absent: Bilodeau, Reyna, Sidhu

Director Sidhu arrived at 5:44 p.m. at this point in tonight's meeting.

MATTER FOR CONSIDERATION

6. Contract No. GWRS-2011-01: Initial Expansion of the GWRS Project -Change Orders 1-23

GWRS Program Manager Mehul Patel advised that the Initial Expansion of the Groundwater Replenishment System (GWRS) has been in operation for about a month, and that minor items are now being completed to close out the contract. He stated the total project capital cost has come in under the originally established $142. 7 million budget, and that 23 Change Orders totaling $4,622,966 were issued by the General Manager in accordance with District policy.

MOTION NO. 15-105 RATIFYING ISSUANCE OF CHANGE ORDERS TO CONTRACT NO. GWRS-2011-01. INITIAL

EXPANSION OF GWRS PROJECT (MCCARTHY BUILDING COMPANIES, INC.)

Upon motion by Director Anthony, seconded by Director Yoh and carried [8-0] , issuance of Change Orders 1-23 to Contract No. GWRS-2011-01 , Initial Expansion of the GWRS Project (McCarthy Building Companies, Inc.), is hereby ratified in the amount of $4,622,966 for additional required work and a 255-calendar day extension to the original contract completion date. Ayes: Anthony, Dewane, Flory, Green, Nguyen, Sheldon, Sidhu, Yoh Absent: Bilodeau, Reyna

7. INFORMATIONAL ITEMS

A. Groundwater Remediation Monthly Status Update

Executive Director William Hunt provided an update on groundwater remediation activities. With regard to the North Basin, he stated that staff had a call with the EPA on June 29 and they advised they are still tied up with the DTSC with regard to hmv the work would be split up if they do in fact join in. With regard to EW-1 pumping, he stated that a temporary pump would be installed and the water would be delivered to either a large manufacturing facility in Fullerton or, if the capacity exists,

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into the sanitary sewers. Mr. Hunt stated that cooperation with the industrial user could represent a significant reduction in costs for OCWD. He reported that staff has agreed, pending Board approval, to financially participate with the City and the manufacturing facility to ensure they each come out whole.

With regard to the South Basin, Mr. Hunt stated Gallade is working on a third remedial action plan for submission to the Regional Water Quality Control Board, and that Cherry Textron is proceeding with its offsite work. He stated that staff reached out to Steelcase's attorney to discuss the possible opportunity to use the settlements with Datacard to collaborate on a remediation system with Steelcase. He noted the idea would be to build collaboratively a system to serve both the Datacard and Steelcase problems. Mr. Hunt stated staff is working with IRWD on possible Prop 1 Groundwater Remediation grant funding applications.

B. Committee/Conference/Meeting Reports

The Board reported on attendance at the June 26 Property Management Committee meeting and noted the Minutes/Action Agendas were included in tonight's Board packet.

8. VERBAL REPORTS

President Green reported she had appointed a desalination funding ad hoc Committee composed of Directors Dewane, Reyna, Sheldon, and Green. Director Sheldon requested to meet with Peer Swan to discuss the issues he brought up in tonight's meeting. Director Flory concurred with Peer Swan's earlier remarks about studying alternatives to desalinization and suggested that these should be studied now along with distribution costs. Mr. Markus responded that staff would provide a report to the Board on distribution costs along with a report on alternatives. He noted that staff would come up with a timeline over the next few months. Director Sheldon pointed out that staff is consistently looking at existing alternatives through the Long Term Facilities Plan.

ADJOURNMENT TO CLOSED SESSION

General Counsel Kuperberg advised there was no need for a Labor Closed Session at tonight's meeting. The Board adjourned to Closed Session at 6:26 p.m. as follows:

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION [Paragraph ( 1) of subdivision (d) of Section 54956.9]: Two (2) Cases

0 OCWD v. Unocal Corporation, et al (MTBE Litigation) Superior Court Case No. 03CC00176 0 Western Riverside County Regional Wastewater Authority Wastewater Change Petition before

State Water Resources Control Board (Petition No. WW-0067)

CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION - INITIATION OF LITIGATION [Government Code Section 54956.9(c): One (I) potential case

RECONVENE IN OPEN SESSION

The Board reconvened in Open Session at 6:50 p.m. whereupon General Counsel Kuperberg announced that the Board, by a vote of 8-0, took the following action in Closed Session.

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RESOLUTION NO. CS-15-7-1 AUTHORIZING GENERAL COUNSEL TO FILE A PROTEST WITH STATE WATER

RESOURCES CONTROL BOARD REGARDING A PROTEST FILED BY THE CITY OF RIALTO

Ayes: Anthony, Dewane, Flory, Green, Nguyen, Sheldon, Sidhu, Yoh Absent: Bilodeau, Reyna

ADJOURNMENT

There being no further business to come before the Board, the meeting was adjourned at 7:56 p.m.

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