MINUTES OF ADJOURNED REGULAR MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT June 21, 2017, 5:30 p.m.

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1 MINUTES OF ADJOURNED REGULAR MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT June 21, 2017, 5:30 p.m. President Bilodeau called to order the June 21, 2017 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 Shawn Dewane Cathy Green Dina Nguyen Vicente Sarmiento (absent) Stephen Sheldon (arrived 6:04 p.m.) James V anderbilt (absent) Bruce Whitaker Roger Yoh Staff Mike Markus, General Manager Joel Kuperberg, General Counsel Janice Durant, District Secretary VISITOR PARTICIPATION There were no persons wishing to address the Board at tonight s meeting. CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Anthony, seconded by Director Dewane and carried [7-0] as follows: Ayes: Anthony, Bilodeau, Dewane, Green, Nguyen, Whitaker, Yoh Absent: Sarmiento, Sheldon, V anderbilt 1. Approval of Cash Disbursements MOTION NO APPROVING CASH DISBURSEMENTS Payment of bills for the period June 1, 2017 through June 14, 2017 in the total amount of $4,274, is ratified and approved. 2. Approval of Minutes of Board Meeting MOTION NO APPROVING MINUTES OF BOARD MEETING The minutes of the Board of Directors meeting held May 24, 2017 are approved as presented.

2 o Ratification of MOU with Orange County Water District Employee Association RESOLUTION NO RATIFYING MOU WITH ORANGE COUNTY WATER DISTRICT EMPLOYEE ASSOCIATION The Memorandum of Understanding between the Orange County Water District and the Orange County Water District Employee Association for the contract period of July 1, 2017 through June 30, 2020 is hereby ratified. 4. Cost-of-Living and Medical Insurance Premium Cap Increase (Non-Represented Employees) RESOLUTION NO APPROVING COST-OF-LIVING AND MEDICAL INSURANCE PREMIUM CAP INCREASE (NON-REPRESENTED EMPLOYEES) RESOLVED, that cost of living salary increases for the non-represented employees are approved as follows: a) 2.5% effective July 1, 2017; b) 2.0% effective July 1, 2018: c) 2.0% effective July 1, 2019 RESOLVED FURTHER, that the following medical insurance premium cap increases are hereby approved for the non-represented employees: a) Effective January 1, 2018, increase the District s contributions by up to $175 per month per benefit level or 100% of the premium rate increase, whichever is less; b) Effective January 1, 2019, increase the District s contributions by up to $190 per month per benefit level or 100% of the premium rate increase, whichever is less c) Effective January 1, 2019, increase the District s contributions by up to $200 per month per benefit level or 100% of the premium rate increase, whichever is less 5. Proposed Amendments to ISDOC Bylaws RESOLUTION NO APPROVING PROPOSED AMENDMENTS TO ISDOC B YLAWS RESOLVED, that the proposed changes to the Independent Special Districts of Orange County (ISDOC) bylaws are hereby approved as presented.

3 ITEMS RECOMMENDED FOR APPROVAL AT COMMUNICATION AND LEGISLATIVE LIAISON COMMITTEE MEETING HELD JUNE 8, State Legislative Update MOTION NO AUTHORIZING TRANSMITTAL OF LETTER TO STATE WATER RESOURCES CONTROL BOARD REQUESTING THE STATE ISSUE ENOUGH REVENUE BONDS TO SUPPORT ALL PROJECTS WITH COMPLETE APPLICATIONS THROUGH THE CLEAN WATER STATE REVOLVING FUND PROGRAM Transmittal of a letter to the State Water Resources Control Board is authorized requesting the State issue enough revenue bonds to support all projects with complete applications through the Clean Water State Revolving Fund program. ITEMS RECOMMENDED FOR APPROVAL AT WATER ISSUES COMMITTEE MEETING HELD JUNE 14, Miraloma Recharge Basin Slide Gate Installation Agreement to Pacific Hydrotech Corp. RESOLUTION NO AUTHORIZING ISSUANCE OF AGREEMENT TO PACIFIC HYDROTECH CORP. FOR THE MIRALOMA BASIN SLIDE GATE INSTALLATION RESOLVED, that issuance of an Agreement to Pacific Hydrotech Corp. for the Miraloma Basin Slide Gate Installation for an amount not to exceed $31,951. o Contract No. SAR , Corrugated Metal Pipe Transfer Pipes Repair Project: Notice of Completion RESOLUTION NO ACCEPTING COMPLETION OF CONTRACT NO. SAR , CORRUGATED METAL PIPE TRANSFER PIPES REPAIR PROJECT (SANCON ENGINEERING, INC.) WHEREAS, the District staff has submitted its report that Sancon Engineering, Inc. has completed work under Contract No. SAR , Corrugated Metal Pipe Transfer Pipes Repair Project; and WHEREAS, staff 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; 3

4 NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby resolve as follows: Section 1: 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. Section 2: Upon expiration of the interim lien period, providing no liens have been filed, payment of the balance due under such contract shall be made. Mid-Basin Injection: Centennial Park Monitoring Well SAR-13 at Heritage Museum - Award Contract No. MBI to Best Drilling and Pump, Inc. RESOLUTION NO AWARDING CONTRACT NO. MBI , MID-BASIN INJECTION: CENTENNIAL PARK WELL SAR-13 AT HERITAGE MUSEUM, TO BEST DRILLING AND PUMP, INC. WHEREAS, a Notice Inviting Bids for Contract No. MBI , Mid-Basin Injection: Centennial Park Well SAR-13 at Heritage Museum, was published in The Orange County Register on May 19, 2017; and WHEREAS, one construction bid was received and opened on June 6, 2017 from Best Drilling and Pump, Inc. in the amount of $1,138,380, and the District staff has determined such bid to be responsive; NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby resolve as follows: Section 1: The Affidavit of Publication of Notice Inviting Bids for Contract No. MBI , Mid- Basin Injection: Centennial Park Well SAR-13 at Heritage Museum is hereby received and filed. Section 2: The lowest responsive bid of Best Drilling and Pump, Inc. in the amount of $1,138,380 is accepted. 10. Potential Sale of GWRS Water to City of Anaheim South Recycled Water Project MOTION NO DEFERRING CONSIDERATION OF POTENTIAL SALE OF GWRS WATER TO CITY OF ANAHEIM SOUTH RECYCLED WATER PROJECT Consideration of the potential sale of GWRS water to the City of Anaheim South Recycled Water Project is hereby deferred to the next Administration and Finance Issues Committee.

5 11. Scoping Study on Forecast-Informed Reservoir Operations (FIRO) at Prado Dam RESOLUTION NO APPROVING SCOPING STUDY ON FORECAST-INFORMED RESERVIOR OPERATIONS (FIRO) AT PRADO DAM WHEREAS, storm water captured in the Prado Dam Conservation Pool is a key source of water used to recharge the groundwater basin; and WHEREAS, staff has advised that enhanced weather forecasting has the potential to increase the efficiency of storm water capture and reduce potential losses to the ocean, and WHEREAS, in this regard, staff has recommended proceeding with Phase I of a scoping study on forecast-informed reservoir operations (FIRO) at Prado Dam and becoming a member of the Subseasonal-to-Seasonal Precipitation Coalition. NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby approve as follows: Section 1: The Agreement for Phase I of a Scoping Study on Forecast-Informed Reservoir Operations at Prado Dam with UC San Diego/Scripps Institute of Oceanography is authorized for an amount not to exceed $250,000; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. Section 2: The District s Membership and Participation in the Subseasonal-to-Seasonal Precipitation Coalition at no cost to the District is authorized. ITEMS RECOMMENDED FOR APPROVAL AT ADMINISTRATION AND FINANCE ISSUES COMMITTEE MEETING HELD JUNE 15, Monthly Cash Control Report MOTION NO RECEIVING AND FILING CASH CONTROL REPORT The Summary Cash and Cash Equivalents Control Report dated May 31, 2017 is hereby received and filed. 13. Investment Portfolio Holdings Reports MOTION NO RECEIVING AND FILING INVESTMENT PORTFOLIO HOLDINGS REPORTS The Investment Portfolio Holdings Reports dated May 31, 2017 are hereby received and filed.

6 14. Agreement to Lillestrand Leadership Consulting for Staff Leadership Development RESOLUTION NO APPROVING AGREEMENT TO LILLESTRAND LEADERSHIP CONSULTING FOR STAFF LEADERSHIP DEVELOPMENT RESOLVED, that issuance of an Agreement is authorized to Lillestrand Leadership Consulting for an amount not to exceed $39,500 for staff leadership development; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. 15. Lease Agreement for Copier Equipment for Main Copy Room RESOLUTION NO APPROVING LEASE AGREEMENT FOR COPIER EQUIPMENT FOR MAIN COPY ROOM RESOLVED, that issuance of a Purchase Order to Xerox is authorized for a five-year lease agreement at $1,990 per month for the copiers including maintenance and toner supplies. 16. Renewal of Tax and Revenue Anticipation Notes RESOLUTION NO AUTHORIZING THE EXECUTION AND DELIVERY OF TAX AND REVENUE ANTICIPATION NOTES TO SUPPORT THE EXISTING ORANGE COUNTY WATER DISTRICT COMMERCIAL PAPER PROGRAM WHEREAS, the Board of Directors of the Orange County Water District (the "District"), a political subdivision duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"), has entered into a commercial paper program through the OCWD Public Facilities Corporation (the "Corporation"); and WHEREAS, to implement the commercial paper program, the Board of Directors of the Corporation has adopted a resolution (the "Corporation Resolution") providing for the execution and delivery of Orange County Water District Commercial Paper Notes (the "Commercial Paper Notes"); and WHEREAS, in order to secure the Commercial Paper Notes, the District has issued tax and revenue anticipation notes in the aggregate principal amount of $70,000,000 (the "Prior Notes"), pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5 of the California Government Code for the fiscal year ending June 30, 2017; and WHEREAS, in order to continue the commercial paper program relating to the fiscal year ending June 30, 2018, it is desirable to issue tax and revenue anticipation notes to replace the Prior Notes. 6

7 NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ORANGE COUNTY WATER DISTRICT DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall have the meanings herein specified. "Authorizing Law" means Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the California Government Code. "Code" means the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. "Commercial Paper Notes" means Certificates issued pursuant to Resolution No. C-94-4-t2 of the Corporation, adopted on April 20, "Corporation" means the OCWD Public Facilities Corporation. "District" means the Orange County Water District. "Installment Purchase Agreement" means the Installment Purchase Agreement, dated as of July 1, 2009 by and between the Corporation and the District as amended and supplemented from time to time. "Net Revenues" means Net Revenues as defined in the Installment Purchase Agreement. "Notes" means the Tax-Exempt Notes and the Taxable Notes to be issued hereunder. "Parity Obligations" means Bonds and Contracts, as defined in the Installment Purchase Agreement. "Regulations" means the income tax regulations promulgated or proposed by the Department of the Treasury pursuant to the Code from time to time, including temporary regulations, to the extent applicable. "Tax-Exempt Notes" means the Orange County Water District Tax-Exempt Tax and Revenue Anticipation Note to be issued hereunder. "Taxable Notes" means the Orange County Water District Taxable Tax and Revenue Anticipation Note to be issued hereunder. "Trustee" means U.S. Bank National Association, and any successor thereto. Section 2: Issuance of the Notes; Amount: Terms: Interest Rate: Place of Payment. Pursuant to the Authorizing Law, the Tax-Exempt Note and the Taxable Note shall be issued in an aggregate principal amount of $70,000,000 which, when added to the interest payable thereon, will not exceed 85 percent of the estimated amount of the then uncollected taxes, income, revenue, cash receipts, and other moneys of the District which will be available for the payment of the Commercial Paper Notes and the interest thereon. A certificate of the Chief Financial Officer certifying to such effect, in the form attached hereto as "Exhibit C," shall be completed by the Chief Financial Officer on or prior and as a condition to, the delivery of the Notes. The Tax-Exempt Note shall be designated "Orange County Water District Tax-Exempt Tax and Revenue Anticipation Note" and shall be dated the date of issuance thereof. The Taxable Note shall be designated "Orange County Water District Taxable Tax and Revenue Anticipation Note" and shall be dated the date of issuance thereof. The Notes shall be payable at the office of the District at such times and in such amounts as set forth in the Notes. The Notes shall mature and be payable no later than 15 months after their dates of issuance. The Notes shall bear a rate of interest which shall be determined on a daily basis and shall be a rate which when multiplied by the principal amount of such Notes outstanding on such day will be equal to interest accruing with respect to the respective Commercial Paper Notes outstanding on such day and shall be payable in accordance with the form of the Notes. 7

8 The Notes shall be prepayable in whole or in part on any day on which the Corporation notifies the District that principal with respect to the Notes is due and payable and that the District declines to cause additional Notes to be sold to repay such maturing Note. Section 3: Execution of the Notes. The President, First Vice President or Second Vice President is hereby authorized and directed to sign the Notes, by such officer s manual, printed, lithographed or facsimile signatures. Section 4: Form of the Notes. The Notes shall be issued in substantially the form set forth in "Exhibit A" and "Exhibit B" attached hereto and incorporated herein and may be issued in typewritten form. Section 5: Notes Non-Callable. The Notes are not subject to call and redemption prior to the maturity date thereof, except as set forth in Section 2 hereof. Section 6: Security for the Notes; Pledge of Net Revenues. As security for the payment of the principal of and interest on the Notes, the District hereby pledges the Net Revenues of the District on a parity with payment of Parity Obligations of the District. The District hereby acknowledges that the Notes shall constitute "Bonds" for purposes of the Installment Purchase Agreement. Section 7: Certified Copies. The District Secretary shall provide a certified copy of this document to the Chief Financial Officer who shall take such action as shall be necessary to assure compliance by the District with the terms and conditions hereof. The District Secretary shall further provide a certified copy of this document to the Trustee. Section 8: Cancellation of Prior Notes. The Notes shall be executed and delivered simultaneously with the cancellation of the existing Prior Notes. Section 9: Effective Date. This resolution shall take effect immediately. 17. SAWPA Fiscal Years and Budgets MOTION NO DEFERRING CONSIDERATION ON ADOPTING THE SANTA ANA WATERSHED PROJECT AUTHORITY BUDGET Consideration of the Santa Ana Watershed Project Authority budgets for fiscal years and and the District s $288,423 and $294,339 annual contributions. INFORMATIONAL ITEMS 18. Groundwater Remediation Monthly Status Update Director of Special Projects Bill Hunt provided the Groundwater Remediation Status update.

9 19. Water Resources Summary There was no discussion of this item. 20. Santa Ana Watershed Project Authority Activities Director Whitaker updated the Board on SAWPA activities. 21. Committee/Conference/Meeting Reports The Board reported on the following Committee meetings and noted the Minutes/Action Agendas were included in tonight s Board packet. June 08 - Communication and Legislative Liaison Committee June 14 - Water Issues Committee June 15 - Administration and Finance Issues Committee 22. Verbal Reports Director Green reported on her meeting with Congressman Alan Lowenthal. Directors Whitaker and Green reported on their attendance at the Bolsa Chica Conservancy Barefoot Ball. Director Bilodeau reported on his meetings last week with Assemblymember Choi and Senator Josh Newman and staff of Congressman Lou Correa s office regarding the North Basin issue. He also stated that last night he made a presentation to the Tustin City Council to update them on District activities. General Manager Markus advised that he met with staff from Senator Janet Nguyen s and Senator Daly s office. He also advised that the SAWPA Commission appointed Rich Haller as Interim General Manager. General Counsel Kuperberg reported that earlier today the Court of Appeal came down with its decision in the dispute between the Metropolitan Water District and the San Diego County Water Authority regarding wheeling rates and fees. He stated the Trial Court had awarded the Water Authority approximately $250 million in damages and interest and attorney s fees. The court of Appeals has reversed portions of that decision so it will go back to the trial court so it will stay in litigation. This could impact future MWD rates and defines the rules for wheeling water which could be of interest to OCWD in the future. Director Sheldon arrived at 6:04 p.m.at this point in tonight s meeting. 9

10 33. ADJOURNMENT TO CLOSED SESSION The Board adjourned to Closed Session at 6:04 p.m. as follows: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - [Government Code Section (a)] OCWD v. Unocal Corporation, et al (MTBE Litigation) Superior Court Case No. 03CC00176 RECONVENE IN OPEN SESSION The Board reconvened in Open Session at 6:17 p.m. whereupon General Counsel Kuperberg advised 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 6:17 p.m. /.Íanj e Durant, District Secretary Denis Bilodeau, President 10

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