The Board presented the Employee of the Quarter Award to Senior Environmental Specialist / Analyst Rita Hintlian.

MINUTES OF REGULAR MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT April 18, 2018, 5:30 p.m. President Bilodeau called to order the April 18, 2018 regular meeting of the Orange County Water District Board of Directors at 5:30 p.m. in the Boardroom at the District office. Director Anthony participated via teleconference from: 3701 Monserate Hill Road, Fallbrook, CA. Following the Pledge of Allegiance to the Flag, the District Secretary called the roll and reported a quorum as follows. Directors Philip Anthony (via teleconference) Denis Bilodeau Shawn Dewane Cathy Green Dina Nguyen Vicente Sarmiento Stephen Sheldon (absent) James Vanderbilt Bruce Whitaker Roger Yoh Staff Michael Markus, General Manager Joel Kuperberg, General Counsel Janice Durant, District Secretary EMPLOYEE OF THE QUARTER AWARD The Board presented the Employee of the Quarter Award to Senior Environmental Specialist / Analyst Rita Hintlian. VISITOR PARTICIPATION Orange County Coastkeeper Associate Director Ray Heimstra distributed a report from the San Diego County Water Authority on the last contract year performance by the Poseidon Desalination Plant and requested that the Board add a review of Poseidon s performance to a future agenda before considering entering into a contract with them. PUBLIC HEARING Public Hearing to Consider Fiscal Year 2018-19 Replenishment Assessments, Basin Equity Assessment, Basin Production Percentage and Production Limitation The Board was provided with a letter just prior to tonight s Public Hearing from the Irvine Ranch Water District renewing its objections to the BEA and reiterating its request that OCWD establish a BEA for the 2018-19 fiscal year that recognizes recycled water as a Supplemental Source within the meaning of Section 31.5 of the District Act. President Bilodeau opened the Public Hearing to consider establishing the Fiscal Year 2018-19 Replenishment Assessments (RA), Basin Equity Assessment (BEA), Basin Production

Percentage (BPP) and Production Limitation. Executive Director John Kennedy presented staff s recommendations for a Replenishment Assessment (RA) of $231/acre-foot for water produced during water year 2018-19; levying an Additional RA of $231/acre-foot and Fixed Charge RA of $462/acre-foot, and establishing the BPP 77%. Mr. Kennedy stated that increasing the BPP from 75% to 77% will allow for an additional 8,000 acre feet (approximately) of groundwater pumping which results in a lower recommended RA than previously recommended. The following individuals then addressed the Board: Sierra Club member Stephanie Pacheco expressed support for staff s original recommendation for an RA of $472 af and a BPP of 75%. She stated lowering the BPP when water supplies are plentiful is a better cost savings strategy and good water management. Scott Smith recommended the Board proceed with staff s original recommendation for an RA of $472 af and a BPP of 75%, noting that pumping more water out of the basin when it is 45% full does not protect the water supply and does not align with the OCWD mission. Huntington Beach resident Dr. Mikel Hogan expressed support for Irvine Ranch Water District s position that OCWD charge the Groundwater Producers the full increase in the RA of an additional $27 per acre foot. Orange County Coastkeeper Ray Heimstra expressed support for staff s previous recommendation for a $472/af RA and a 75% BPP. He stressed the need for water conservation, capture, and recycling, and stressed the importance of the water capture program behind Prado Dam. Huntington Beach resident Debbie Cook noted that the basin is overdrafted and urged support for the original staff recommendation of an RA of $472 af and a BPP of 75%. She expressed concern regarding the letter submitted by the Cities of Anaheim, Fullerton, and Santa Ana and signed by their respective OCWD Directors requesting no increase to the RA, stressing that Board members should not take a position on the matter prior to the public hearing. Ms. Cook urged the Board to fill the basin as its primary duty and encouraged the Board to reconsider and adopt staff s original recommendation. Huntington Beach resident Allison Goldenberg expressed support for the original staff recommendation for an RA of $472 af and a BPP of 75%. She requested information of how much water the average user uses. There being no further persons wishing to present testimony, President Bilodeau declared the hearing closed and the following resolutions were adopted by rollcall vote.

1. Resolution A Upon motion by Director Green, seconded by Director Sarmiento, the following resolution was unanimously adopted [9-0] by roll call vote. Ayes: Anthony, Bilodeau, Dewane, Green, Nguyen, Sarmiento, Vanderbilt, Whitaker, Yoh Absent: Sheldon RESOLUTION 18-4-37 FINDING AND DETERMINING A GROUNDWATER BASIN OVERDRAFT EXISTS WHEREAS, the report and recommendation of the General Manager on the amount of the replenishment rates, which includes a consideration of the amount of money necessary for replenishment purposes and to pay the costs of initiating, carrying on and completing any of the powers, projects and purposes of the District, has been heard; and WHEREAS, pursuant to the provisions of the Orange County Water District Act, an engineering investigation and report concerning the condition of the groundwater supplies of the Orange County Water District has been filed and presented to the Board of said District, and a public hearing was held on March 21, 2018, for the purpose of considering the groundwater conditions of said District and to hear persons supporting or protesting the written engineering investigation and report on file with said District; and WHEREAS, all notices as required regarding said hearing were given and all persons were permitted an opportunity to submit any evidence to this Board; and said matter was submitted to this Board of Directors for their finding and determination; NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board of Directors of the Orange County Water District finds and determines that an overdraft, both annual (based on normal hydrology) and accumulated, does exist in the groundwater supplies of said District; and BE IT FURTHER RESOLVED that this Board of Directors hereby finds and determines as follows: o That the average annual overdraft for the immediate past five water years without supplemental replenishment water is...... 156,000 AF That the annual basin overdraft for the current water year, July 1, 2017 to June 30, 2018 without supplemental replenishment water is estimated to be...... 201,000 AF That the estimated annual basin overdraft for the ensuing water year, July 1, 2018 to June 30, 2019 without supplemental replenishment water is...... 156,000 AF That the accumulated overdraft as of the last day of the preceding water year, to wit, June 30, 2017, is......328,000 AF

o That the accumulated overdraft as of the last day of the current water year, assuming average hydrology June 30, 2018 is estimated to be...... 287,000 AF That the maximum amounts of water which could be purchased pursuant to the District Act from the Replenishment Fund for the replenishment of the groundwater supplies of the District for the ensuing water year is...... 189,000 AF That the recommended amount of water to be purchased for the replenishment of the groundwater supplies of the District for the ensuing water year, excluding supplies for the seawater intrusion barriers, is...... 65,000 AF That the amount of money necessary to purchase the recommended amount of water to replenish the groundwater supplies of the District for the water year July 1, 2018 to June 30, 2019 is...... $61.6 million 2. Resolution B Upon motion by Director Whitaker, seconded by Director Sarmiento, the following resolution was unanimously adopted [9-0] by roll call vote. Ayes: Anthony, Bilodeau, Dewane, Green, Nguyen, Sarmiento, Vanderbilt, Whitaker, Yoh Absent: Sheldon RESOLUTION 18-4-38 LEV YING REPLENISHMENT ASSESSMENT FOR WATER PRODUCED DURING WATER YEAR 2018-19 WHEREAS, the engineering investigation and report concerning the condition of the groundwater supplies of the Orange County Water District has been made and filed; and WHEREAS, the report and recommendation of the General Manager on the amount of the replenishment rate, which includes a consideration of the amount of money necessary for replenishment purposes and to pay the costs of initiating, carrying on and completing any of the powers, projects and purposes of the District, has been heard; and WHEREAS, in February 2018, the District transmitted written notice to each person and entity operating a groundwater producing facility within the District of the April 18, 2018 public hearing on the proposed Replenishment Assessment, which notice set forth date, time and location of the public hearing, the amount of the proposed Replenishment Assessment to be levied and imposed on each groundwater producer, and the basis and reasons for the proposed Replenishment Assessment; and

4118/18 WHEREAS, a duly-noticed public hearing was held on March 21, 2018 concerning the condition of the groundwater supplies of this District and a duly-noticed public hearing was held on April 18, 2018 for the purpose of determining the need and desirability of levying a Replenishment Assessment; and WHEREAS, no written protests were filed against the adoption, levy and imposition of the proposed Replenishment Assessment; and WHEREAS, this Board has found and determined that an annual and accumulated overdraft does exist; resolve as follows: Section 1: That the Board of Directors does hereby find and determine that it is necessary and desirable to levy a Replenishment Assessment and to fix the rate thereof for the purchase of water to replenish the groundwater supplies of said District and to pay the costs of initiating, carrying on and completing any of the powers, projects and purposes of the District for the ensuing water year. Section 2: That, based upon the staff report and presentation, the proposed fiscal year 2018-19 budget presented by the General Manager, and the testimony and evidence presented at the public hearing, the Board of Directors finds and declares as follows: ao bo Co In accordance with Sections 23 and 27 of the Orange County Water District Act, the purposes of the Replenishment Assessment are to generate revenues sufficient to acquire water to replenish the average annual overdraft for the immediate five years plus an additional amount of water sufficient to eliminate over a period of not less than 10 years nor more than 20 years the accumulated overdraft, and to provide the services and to pay the costs of initiating, carrying on, and completing the powers, projects and purposes for which the District was organized and which are authorized by the Board of Directors; The revenues derived from the levy and imposition of the Replenishment Assessment do not exceed the reasonable costs to the District of acquiring water, providing the groundwater management and replenishment services and carrying out the powers, projects and purposes for which the District was organized and which are authorized by the Board of Directors; The Replenishment Assessment is imposed for groundwater management and replenishment services to pay the costs of initiating, carrying on, and completing the powers, projects and purposes for which the District was organized and which are authorized by the Board of Directors, which are not provided to or which do not provide a benefit to persons who are not charged directly or indirectly the Replenishment Assessment;

do The manner in which the Replenishment Assessment is allocated to and imposed on any operator of a groundwater producing facility bears a fair and reasonable relationship to the operator s burdens on, or benefits received from, the District s groundwater management and replenishment services and such other projects and purposes for which the District was organized and which are authorized by the Board of Directors; and e. No Replenishment Assessment shall be levied or imposed upon any operator of any groundwater producing facility unless that operator produces groundwater. Section 3: That pursuant to the provisions of Section 27 of the Orange County Water District Act, and based upon the finding that an overdraft, either annual or accumulated, exists, a Replenishment Assessment is hereby levied and assessed against all persons operating water producing facilities and producing water during the ensuing water year, from July 1, 2018 to and including June 30, 2019, from the groundwater supplies of said District at the uniform rate of $231 per acre-foot of water produced by all persons during the ensuing water year. The Board of Directors finds and determines that the replenishment rate of $231 per acre-foot of water produced by all persons during the ensuring water year does not exceed the amount necessary to purchase sufficient water to replenish the average annual overdraft for the immediate five years, plus an additional amount of water sufficient to eliminate over a period of not less than 10 years nor more than 20 years the accumulated overdraft, plus an amount to pay the costs of initiating, carrying on and completing the powers, projects and purposes for which the District was organized. Section 4: That the Secretary of this District is hereby instructed and directed to give notice of the levy of this Replenishment Assessment as required by the Orange County Water District Act. 3. Resolution C Upon motion by Director Dewane, seconded by Director Bilodeau, the following resolution was unanimously adopted [9-0] by roll call vote. Ayes: Anthony, Bilodeau, Dewane, Green, Nguyen, Sarmiento, Vanderbilt, Whitaker, Yoh Absent: Sheldon RESOLUTION NO. 18-4-39 LEV YING ADDITIONAL REPLENISHMENT ASSESSMENT AND FIXED CHARGE REPLENISHMENT ASSESSMENT FOR WATER PRODUCED DURING WATER YEAR 2018-19, AND DETERMINING THE REPLENISHMENT ASSESSMENT AND ADDITIONAL REPLENISHMENT ASSESSMENT EXEMPT FROM CEQA WHEREAS, the engineering investigation and report concerning the condition of the groundwater supplies of the Orange County Water District has been made and filed; and WHEREAS, the report and recommendation of the General Manager on the amount of the additional replenishment rate, which includes a consideration of the amount of money necessary for replenishment purposes and to pay the costs of initiating, carrying on and completing any of the powers, projects and purposes of the District, has been heard; and 6

WHEREAS, in February 2018, the District transmitted written notice to each person and entity operating a groundwater producing facility within the District of the April 18, 2018 public hearing on the proposed Additional Replenishment Assessment, which notice set forth date, time and location of the public hearing, the amount of the proposed Additional Replenishment Assessment proposed to be levied and imposed on each groundwater producer, and the basis and reasons for the proposed Additional Replenishment Assessment; and WHEREAS, the Additional Replenishment Assessment is paid by all persons operating water producing facilities for all purposes other than irrigation as defined in the District Act; and WHEREAS, a duly-noticed public hearing was held on March 21, 2018 concerning the condition of the groundwater supplies of this District and a duly-noticed public hearing was held on April 18, 2018 for the purpose of determining the need and desirability of levying an Additional Replenishment Assessment, and fixing the rate thereof; and WHEREAS, no written protests were filed against the adoption, levy and imposition of the proposed Additional Replenishment Assessment; and WHEREAS, this Board has heretofore levied a Replenishment Assessment against all persons operating water producing facilities and producing water during the ensuing water year, from July 1, 2018 to and including June 30, 2019, from the groundwater supplies of said District at the uniform rate of $231 per acre-foot of water produced by all persons during the ensuing water year; resolve as follows: Section 1: That the Board of Directors does hereby find and determine that it is necessary and desirable to levy an Additional Replenishment Assessment and to fix the rate thereof to pay the costs of initiating, carrying on and completing any of the powers, projects and purposes of the District for the ensuing water year. Section 2: That, based upon the staff report and presentation, the proposed fiscal year 2018-19 budget presented by the General Manager, and the testimony and evidence presented at the public hearing, the Board of Directors finds and declares as follows: (a) In accordance with Sections 23 and 27.1 of the Orange County Water District Act, the purpose of the Additional Replenishment Assessment is to generate revenues sufficient to provide the services and to pay the costs of initiating, carrying on, and completing the powers, projects and purposes for which the District was organized and which are authorized by the Board of Directors; (b) The revenue derived from the levy and imposition of the Additional Replenishment Assessment shall not exceed the reasonable cost to the District of providing the groundwater management and replenishment services and carrying 7

out the powers, projects and purposes for which the District was organized and which are authorized by the Board of Directors; (c) The Additional Replenishment Assessment is imposed for groundwater management and replenishment services and to pay the costs of initiating, carrying on, and completing the powers, projects and purposes for which the District was organized and which are authorized by the Board of Directors, which are not provided to or which do not provide a benefit to persons who are not charged directly or indirectly the Additional Replenishment Assessment; (d) The manner in which the Additional Replenishment Assessment is allocated to and imposed on any operator of a groundwater producing facility bears a fair and reasonable relationship to that operator s burdens on, or benefits received from the District s groundwater management and replenishment services and such other projects and purposes for which the District was organized and which are authorized by the Board of Directors; and (e) No Additional Replenishment Assessment shall be levied or imposed upon any operator of any groundwater producing facility unless that operator produces groundwater for purposes other than irrigation. Section 3: That pursuant to the provisions of Section 27.1 of the Orange County Water District Act, the Board of Directors hereby finds and determines that it is necessary and advisable to levy an Additional Replenishment Assessment against all persons operating water producing facilities for all purposes other than irrigation at a uniform rate per acre-foot for water produced during the ensuing year for the purpose of paying the costs of initiating, carrying on and completing the powers, projects and purposes for which the District is organized. The Board of Directors further finds that the Additional Replenishment Assessment rate of $231 per acre-foot of water produced from the groundwater supplies of the District is necessary for the protection of the water supplies of the District and that the amount is reasonable. An Additional Replenishment Assessment is hereby levied and assessed against all persons operating water producing facilities and producing water from the groundwater supplies of said District for all purposes other than irrigation during the ensuing water year from July 1, 2018 to and including June 30, 2019 at the uniform rate of $231 per acre-foot of water for a total of $462 per acre-foot of water produced by said persons during the ensuing water year for purposes other than irrigation. Section 4: Pursuant to Section 29 of the Orange County Water District Act, the Board of Directors of the Orange County Water District does hereby provide that the operator of any water producing facility within the District which has a discharge opening not greater than two inches in diameter and which does not provide domestic or irrigation water for an area in excess of one acre, in lieu of filing a sworn statement as to the production of groundwater, may pay a fixed Replenishment Assessment and Additional Replenishment Assessment in the amount of $462 for water produced in the ensuing water year, namely July 1, 2018 to June 30, 2019. Section 5: Based upon the staff report and presentation, the proposed fiscal year 2018-19 budget presented by the General Manager, and the testimony and evidence presented at the public hearing, the Board of Directors finds and declares that the adoption, levy and imposition of the Replenishment Assessment and Additional Replenishment Assessment do not constitute a "project" within the meaning of the California Environmental Quality Act ("CEQA") and are

exempt from CEQA under Public Resources Code Section 21080(b)(8) and State CEQA Guidelines 15378(b)(4) and 15273, because the Replenishment Assessment and Additional Replenishment Assessment: (a) involve the creation of government funding mechanisms or other government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; and (b) are for the purposes of meeting operating expenses (including employee wage rates and fringe benefits), purchasing or leasing supplies, equipment or materials, meeting financial reserve needs and requirements, and obtaining funds for capital projects necessary to maintain the level of service within the District s existing boundaries. Section 6: That the Board of Directors does hereby find and determine that a producer who operates a groundwater production facility for irrigation purposes as defined in the District Act is not subject to payment of the Additional Replenishment Assessment due to the benefits the District receives from agricultural activity. These benefits include: Open tilled agricultural fields contribute to natural incidental recharge of the groundwater basin; The District does not incur the costs to provide water quality groundwater testing for agricultural users, which is provided to the operators of water producing facilities for purposes other than agriculture; The District and the operators of water producing facilities for agricultural purposes have little to minimal interaction in annual operations. Conversely the District and the operators of facilities for non-agricultural purposes regularly interact and/or coordinate operations. Examples include the MWD Conjunctive Use Program, the Coastal Pumping Transfer Program, attending meetings, coordinating on MWD issues, legislative advocacy, public outreach and the In-lieu program; and Some agricultural irrigation water migrates back into aquifer reducing the net impact of groundwater production for agricultural purposes. Section 7: That the Secretary of this District is hereby instructed and directed to give notice of the levy of the Replenishment Assessment and this Additional Replenishment Assessment as required by the Orange County Water District Act, and to file a Notice of Exemption in accordance with CEQA. 4. Resolution D Upon motion by Director Dewane, seconded by Director Sarmiento, with Director Nguyen voting "No," the following resolution was adopted [8-1] by roll call vote. Ayes: Anthony, Bilodeau, Dewane, Green, Sarmiento, Vanderbilt, Whitaker, Yoh Noes: Nguyen Absent: Sheldon 9

RESOLUTION 18-4-40 ESTABLISHING THE BASIN PRODUCTION PERCENTAGE, PRODUCTION LIMITATION AND DETERMINING THE NEED AND DESIRABILITY TO LEV Y BASIN EQUITY ASSESSMENTS AND AMOUNT THEREOF, AND DETERMINING SUCH ACTIONS TO BE EXEMPT FROM CEQA WHEREAS, pursuant to Section 31.5 of the Orange County Water District Act, an engineering report on water production and the condition of water supplies within the Orange County Water District has been filed and presented to the Board of Directors of said District, and a hearing relating to said production and condition of water supplies was held on Wednesday, March 21, 2018; and WHEREAS, a duly noticed public hearing was held on April 18, 2018 and evidence submitted for the purpose of determining the need and desirability of levying Basin Equity Assessments and the amount thereof, as well as the need for establishing production requirements and limitations and the extent thereof, and said matters having been submitted to the Board of Directors for its findings and determinations; resolve as follows: Section 1: That the Board of Directors does hereby find and determine for the ensuing water year July 1, 2018 to June 30, 2019 as follows: a. The estimated total amount of water to be produced by all persons or operators within the District from the groundwater within the District is 322,000 acre-feet. b. The estimated total amount to be produced by such persons and operators from groundwater and supplemental sources is 390,000 acre-feet. c. The basin production percentage is 77 percent. There are no basin production requirements. d. The production limitation is 77 percent for all 19 retail groundwater producers. The surcharge for production in excess of the production limitation is $0 per acre-feet. e. The Basin Equity Assessment and production requirements and limitations from groundwater within the District established by this resolution are necessary for the protection of the water supply of the District. f. The Basin Equity Assessments for that pumping originating from the water quality projects operated by the Mesa Water District (Colored Water Removal project), Irvine Ranch Water District (Irvine Desalter and Wells 21 and 22), City of Tustin (Desalter), and City of Huntington Beach (Well 9) shall be exempt from the 77 percent basin production limitation and surcharge rate (70% for IRWD and YLWD). g. The District shall implement the Coastal Pumping Transfer Program in FY 2018-19 and shall modify the BEA for Producers participating in this program as shown. h. The Basin Equity Assessment shall be set at $0 per acre-feet for agricultural irrigation use producers who do not have a supplemental water connection, and that such amount is reasonable. 10

The Basin Equity Assessments to be levied against all other persons and operators in a dollar amount per acre-foot of water produced from the groundwater supply (in excess of the basin production percentage) for all purposes including irrigation are as follows: Table 1 - Basin Equity Assessments AGENCY City of Anaheim City of Buena Park East Orange County Water District City of Fountain Valley City of Fullerton City of Garden Grove Golden State Water Company City of Huntington Beach Irvine Ranch Water District City of La Palma Mesa Water District City of Newport Beach City of Orange City of Santa Ana City of Seal Beach Serrano Water District City of Tustin City of Westminster Yorba Linda Water District All producers for agricultural irrigation use Producers for agricultural Irrigation Use without MWD Access All Others BEA ($/AF) 233 529 383 506 398 492 573 536 536 511 531 730 0 539 11

j. The amount of each such Basin Equity Assessment is reasonable. k. During the ensuing water year, upon the District giving published notice thereof, pursuant to Section 6061 of the Government Code, in a newspaper of general circulation printed and published within the District at least 10 days prior to such hearing, a subsequent public hearing may be held to modify the basin production percentage, any Basin Equity Assessments, any surcharge, or any production requirement or limitation established by the District. Section 2: That pursuant to Section 31.5(h) of the Orange County Water District Act, all persons and operators who produce 25 acre-feet or less of water from groundwater within the District shall be excluded from the levy of the Basin Equity Assessments and production requirements and limitations provided for herein. Section 3: The Board of Directors finds and determines that the establishment of the basin production percentage, production requirements and limitations, and the adoption, levy and imposition of basin equity assessments and surcharges are exempt from the California Environmental Quality Act ("CEQA") under State CEQA Guideline 15378(b)(2) since they involve continuing administrative activities such as general policy and procedure making. Section 4: Based upon the staff report and presentation, the proposed fiscal year 2018-19 budget presented by the General Manager, and the testimony and evidence presented at the public hearing, the Board of Directors finds and declares that the adoption, levy and imposition of the basin equity assessments and surcharges do not constitute a "project" within the meaning of CEQA and are exempt from CEQA under Public Resources Code Section 21080(b)(8) and State CEQA Guidelines 15378(b)(4) and 15273, because the basin equity assessments and surcharges: (a) involve the creation of government funding mechanisms or other government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; and (b) are for the purposes of meeting operating expenses (including employee wage rates and fringe benefits), purchasing or leasing supplies, equipment or materials, meeting financial reserve needs and requirements, and obtaining funds for capital projects necessary to maintain the level of service within the District s existing boundaries. Section 5: That the Secretary of this District is hereby instructed and directed to give notice of the Basin Equity Assessments as required by the Orange County Water District Act, and to file a Notice of Exemption in accordance with CEQA. CONSENT CALENDAR Approval of Cash Disbursements MOTION NO. 18-47 APPROVING CASH DISBURSEMENTS Payment of bills for the period March 29, 2018 through April 11, 2018 in the total amount of $4,631,623.91 is ratified and approved. 12

Approval of Minutes of Board Meeting MOTION NO. 18-48 APPROVING MINUTES OF BOARD MEETING The minutes of the Board of Directors meeting held March 21, 2018 are approved as presented. ITEMS RECOMMENDED FOR APPROVAL AT WATER ISSUES COMMITTEE MEETING HELD APRIL 11, 2018 Project Funding Agreernent with NSF for Study of Metagenomic Analysis to Ensure Water Quality and Safety RESOLUTION NO. 18-4-41 APPROVING CONTRACT WITH JOSEPH COTRUVO & ASSOCIATES AND COSMOSID FOR NATIONAL SCIENCE FOUNDATION GRANT STUDY EAGER: COLLABORATIVE: METAGENOMIC ANALYSIS TO ENSURE WATER QUALITY AND SAFETY RESOLVED, authorize execution of contracts with Joseph Cotruvo & Associates ($10,000) and CosmosID (up to $48,140) using grant funds received from the National Science Foundation (in the total amount of $68,404) for completion of the grant study EAGER:Collaborative: Metagenomic Analysis to Ensure Water Quality and Safety; and, upon approval as to form by District General Counsel, its execution by the District staff is authorized. Contract EW1-2016-1, North Basin Extraction Well EW-1 Connection to Sanitary Sewer Project: Notice of Completion and Change Orders 1-4 RESOLUTION NO. 18-4-42 ACCEPTING COMPLETION OF CONTRACT NO. EW1-2016-1, NORTH BASIN EXTRACTION WELL EW-1 CONNECTION TO SANITARY SEWER PROJECT (PACIFIC HYDROTECH) WHEREAS, the District staff has submitted its report that Pacific Hydrotech has completed work under Contract No. EW 2016-1, North Basin Extraction Well EW-1 Connection to Sanitary Sewer Project; and WHEREAS, the District staff has advised of issuance of Change Order Numbers 1 through 4 to such Contract reducing the contract by $157,190; 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; resolve as follows: 13

Section 1: Issuance of Change Orders No. I through 4 to Pacific Hydrotech is hereby 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. 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. 6. Destruction of Former Irvine Desalter Production Wells: Contract IDP-2017-1 Notice of Completion RESOLUTION NO. 18-4-43 ACCEPTING COMPLETION OF CONTRACT NO. IDP-2017-1, DESTRUCTION OF FORMER IRVINE DESALTER PRODUCTION WELLS (CASCADE DRILLING, L.P.) WHEREAS, the District staff has submitted its report that Cascade Drilling, L.P. has completed work under Contract No. IDP-2017-1, Destruction of Former Irvine Desalter Production Wells; and WHEREAS, the District staff has advised of issuance of Change Order No. I to such Contract reducing the contract by $1,731.25; 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; resolve as follows: Section 1: Issuance of Change Order No. I to Cascade Drilling is hereby 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. 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. 14

o GWRS Unit I Pipeline Rehabilitation Project - Approve One Additional Contractor on list of Preq ualified Contractors MOTION NO. 18-49 APPROVING ADDITION OF MICHELS PIPE SERVICES TO LIST OF PREQUALIFIED CONRACTORS FOR THE GWRS UNIT I PIPELINE REHABILITATION PROJECT; AND AUTHORIZING NOTICE INVITING BIDS FOR CONTRACT NO. GWRS-2018-1, GWRS UNIT I PIPELINE REHABILITATION PROJECT The addition of Michels Pipe Services to list of pre-qualified contractors for construction of the Groundwater Replenishment System Unit I Pipeline Rehabilitation Project is approved; and solicitation of Notice Inviting Bids is authorized to the nine pre-qualified contractors for Contract No. GWRS-2018-1, Groundwater Replenishment System Unit I Pipeline Rehabilitation Project o Mid-Basin Injection: Centennial Park - Amendment to Tetra Tech and Change Orders for Contract No. MBI-2017-1 RESOLUTION NO. 18-4-44 AUTHORIZING AMENDMENT TO AGREEMENT WITH TETRA TECH FOR DESIGN SERVICES FOR MID-BASIN INJECTION CENTENNIAL PARK PROJECT, AND RATIFYING ISSUANCE OF CHANGE ORDERS TO CONTRACT NO. MBI-2017-1 (PACIFIC HYDROTECH) WHEREAS, pursuant to Resolution No. 17-5-78 adopted May 24, 2017, OCWD awarded Contract No. MBI-2017-1, Mid-Basin Injection: Centennial Park to Pacific Hydrotech; and WHEREAS, the District staff has advised of issuance of Change Orders No. 1, 2, and 3 to such Contract for a net credit to the District of $28,518 and no time extension for communication of prevailing wages, reduction in SAR-12 monitoring well bid items, and additional items to accommodate community park use; and WHEREAS, pursuant to Resolution No. 15-6-89 adopted June 17, 2015, as subsequently modified, OCWD issued Agreement No. 1090 to Tetra Tech, Inc. for design services for the Mid-Basin Injection: Centennial Park Project; WHEREAS, the Water Issues Committee of this Board has recommended issuance of Amendment No. 4 to such Agreement with Tetra Tech, Inc. for an amount not to exceed $96,665 for additional construction support for such project; resolve as follows: 15

Section 1: Issuance of Change Orders No. 1, 2, and 3 to Contract MBI-2017-1 is ratified for a net credit to the District of $28,518 and no time extension for communication of prevailing wages, reduction in SAR-12 monitoring well bid items, and additional items to accommodate community park use. Section 2: Issuance of Amendment No. 4 to Agreement No. 1090 with Tetra Tech, Inc. for an amount not to exceed $96,665 for additional construction support. 9. Termination of Low Flow Toilet and Shower Head Conservation Credit Program This item was removed from the Consent Calendar and considered later in tonight s meeting. 10. Amendment to Agreement with Ruth Villalobos and Associates for Prado Basin Feasibility Study RESOLUTION NO. 18-4-45 AUTHORIZING AMENDMENT TO AGREEMENT WITH RUTH VILLALOBOS AND ASSOCIATES TO SUPPORT THE PRADO BASIN FEASIBILITY STUDY WHEREAS, pursuant to Resolution No. 16-6-76 adopted June 15, 2016, as amended, OCWD authorized issuance of Agreement No. 1170 to Ruth Villalobos and Associates to support the Prado Basin Feasibility Study; and WHEREAS, the Water Issues Committee of this Board has recommended issuance of Amendment No. 2 to such Agreement for an amount not to exceed $60,000 to provide additional report preparation services for the Prado Basin Feasibility Study; authorize Amendment No. 2 to such Agreement as outlined herein; and, upon approval as to form by District General Counsel, its execution by the District staff is authorized. l 1. Amendment to Agreement with Aquilogic for Database Management for the SBGPP Remedial Investigation RESOLUTION NO. 18-4-46 AUTHORIZING AMENDMENT TO AGREEMENT WITH AQUILOGIC, INC. FOR DATABASE MANAGEMENT FOR THE SOUTH BASIN GROUNDWATER PROTECTION PROJECT REMEDIAL INVESTIGATION AND PROVIDE ACCESS TO HARGIS + ASSOCIATES WHEREAS, pursuant to Resolution No. 15-1-10 adopted January 21, 2015, as amended OCWD authorized Agreement No. 0827 to Aquilogic, Inc. to provide National Contingency Plan (NCP) consulting services in the South Basin area; and 16

WHEREAS, the Water Issues Committee of this Board has recommended Amendment No. 4 to such agreement in the amount of $55,300 to provide services to update and maintain the South Basin project database for 12 months and provide access to Hargis + Associates; approve Amendment No. 4 to the aforementioned Agreement No. 1170 with Aquilogic, Inc. as outlined herein; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. 12. Amendment to Agreement with Avocet Environmental for South Basin Remedial Investigation Monitoring Wells RESOLUTION NO. 18-4-47 AUTHORIZING AMENDMENT TO AGREEMENT WITH AVOCET ENVIRONMENTAL, INC. FOR ADDITIONAL SOUTH BASIN MONITORING REMEDIAL INVESTIGATION WELL CONSTRUCTION MANAGEMENT SERVICES WHEREAS, the pursuant to Resolution No. 16-10-140 adopted October 19, 2016, OCWD authorized Agreement No. 1202 to Avocet Environmental, Inc., to provide construction management services for the installation and testing of 24 monitoring wells in six locations in the South Basin area; and WHEREAS, the Water Issues Committee of this Board has recommended Amendment No. 1 to such Agreement increasing the contract amount by $84,608 and extending the termination date to June 30, 2018, for additional South Basin monitoring well construction management services; approve Amendment No. 1 to the aforementioned Agreement with Avocet Environmental. Inc as outlined herein; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. 13. Award Contract No. SAR-2018-1: Upper and Lower Five Coves Rehabilitation Project and Agreement to Butier Engineering, Inc. for Construction Management Services RESOLUTION NO. 18-4-48 AWARDING CONTRACT NO. SAR-2018-l: UPPER AND LOWER FIVE COVES REHABILITATION PROJECT TO SCW CONTRACTING CORP. AND AUTHORIZING AGREEMENT TO BUTIER ENGINEERING, INC. FOR CONSTRUCTION MANAGEMENT SERVICES WHEREAS, a Notice Inviting Bids for Contract No. SAR-2018-l : Upper and Lower Five Coves Rehabilitation Project, was published in The Orange County Register on March 6, 2018; and 17

WHEREAS, the following bids were received and opened on March 28, 2018: SCW Contracting Corp. $2,536,825 Pacific Hydrotech Corp. $3,169,200 WHEREAS, the Water Issues Committee has recommended award of said contract to the lowest responsive bidder, SCW Contracting Corp. in the amount of $2,536,825; and WHEREAS, the Water Issues Committee has further recommended issuance of an Agreement to Butier Engineering, Inc. for construction management services for the Upper and Lower Five Coves Rehabilitation Project; and resolve as follows: Section 1: The Affidavit of Publication of Notice Inviting Bids for Contract No. SAR-2018-l, Upper and Lower Five Coves Rehabilitation Project, is hereby received and filed. Section 2: The lowest responsive bid of SCW Contracting Corp. in the amount of $2,536,825 is accepted and all other bids are rejected. Section 3: The District officers are authorized to execute an agreement on behalf of the District, in a form heretofore approved by this Board, with SCW Contracting Corp. pursuant to the terms of its proposal. Section 4: The District General Counsel is authorized to approve the Performance and Labor and Materials Bonds submitted by said contractor on behalf of the District, provided the bonds comply with the requirements of the bid proposal. Section 5: Staff is directed to notify the unsuccessful bidders of the action taken herein and, upon execution of the agreement by the successful bidder, to return to the unsuccessful bidders their Bid Bonds. Section 6: Issuance of an Agreement as outlined herein to Butier Engineering, Inc. for construction management services is authorized; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. 14. Award Contract No. TAL-2018-1 to Layne Christensen Company RESOLUTION NO. 18-4-49 AWARDING CONTRACT NO. TAL-2018-1, TALBERT BARRIER WELL REDEVELPMENT PROJECT, TO LA YNE CHRISTENSEN COMPANY WHEREAS, a Notice Inviting Bids for Contract No. TAL-2018-1, Talbert Barrier Well Redevelopment Project, was published in The Orange County Register on February 26, 2018; and 18

WHEREAS, the following bids were received and opened on April 25, 2017: Layne Christensen Company Weber Water Resources, CA, LLC BC2 Environmental ABC Liovin Drilling, Inc. Jensen Drilling Company Best Drilling and Pump, Inc. $199,996 $205,987 $244,150 $259,000 $291,980 $369,900 WHEREAS, the District staff has recommended award of said contract to the lowest responsive bidder, Layne Christensen Company in the amount of $199,996; and resolve as follows: Section 1: The Affidavit of Publication of Notice Inviting Bids for Contract No. TAL-2018-1, Talbert Barrier Well Redevelopment Project, is hereby received and filed. Section 2: The lowest responsive bid of Layne Christensen Company in the amount of $199,996 is accepted and all other bids are rejected. Section 3: The District officers are authorized to execute an agreement on behalf of the District, in a form heretofore approved by this Board, with Layne Christensen Company pursuant to the terms of its proposal. Section 4: The District General Counsel is authorized to approve the Performance and Labor and Materials Bonds submitted by said contractor on behalf of the District, provided the bonds comply with the requirements of the bid proposal. Section 5: Staff is directed to notify the unsuccessful bidders of the action taken herein and, upon execution of the agreement by the successful bidder, to return to the unsuccessful bidders their Bid Bonds. 15. Integrated Regional Water Management Plan and Amendment to Agreement with Landstedt Consulting MOTION NO. 18-50 ADOPTING INTEGRATED REGIONAL WATER MANAGEMENT PLAN FOR NORTH AND CENTRAL ORANGE COUNTY, AND APPROVING AMENDMENT TO AGREEMENT WITH LANDSTEDT CONSULTING WHEREAS, pursuant to Resolution No. 17-2-17 adopted February 15, 2017, OCWD authorized Agreement No. 1223 to Landstedt Consulting to prepare the North/Central Orange County Integrated Regional Water Management (IRWM) Plan, and authorized execution of a Cost-Share Agreement with the County of Orange, Orange County Sanitation District, and Newport Bay 19

Watershed Executive Committee to Reimburse OCWD for Agencies Respective Cost-Shares of Preparing the Updated Plan; and WHEREAS, the District staff has advised that OCWD and the aforementioned agencies have completed the IRWM Plan for the north and central areas of Orange County; and WHEREAS, the Water Issues Committee of this Board has recommended adoption of such Plan and issuance of Amendment No. 2 to the aforementioned Agreement with Landstedt in the amount of $8,925 for services required to complete the Plan; resolve as follows: Section 1: The Orange County Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018 is hereby adopted. Section 2: Amendment No. 2 to Agreement No. 1223 with Landstedt Consulting is authorized as outlined herein; and, upon approval as to form by District General Counsel, its execution by the District officers is authorized. ITEMS RECOMMENDED FOR APPROVAL AT ADMINISTRATION AND FINANCE ISSUES COMMITTEE MEETING HELD APRIL 12, 2018 16. Monthly Cash Control Report MOTION NO. 18-51 RECEIVING AND FILING THE MONTHLY CASH CONTROL REPORTS The Summary Cash and Cash Equivalents Control Reports dated March 31 are hereby received and filed. 20

17. Investment Portfolio Holdings Reports MOTION NO. l 8-52 RECEIVING AND FILING THE INVESTMENT PORTFOLIO HOLDINGS REPORTS The Investment Portfolio Holdings Reports dated March 31, 2018 are hereby received and filed. 18. Agreement for Chemical Supply and Delivery RESOLUTION NO. 18-4-50 APPROVING AGREEMENT WITH LHOIST NORTH AMERICA FOR SUPPLY AND DELIVERY OF HYDRATED LIME RESOLVED, that an Agreement with Lhoist North America is authorized for supply and delivery of hydrated lime at the rate of $237 per ton for a period of two years with an option to renew for one additional two-year period at an amount agreed to by both parties; and upon approval as to form by District General Counsel, its execution by the District officers is authorized. 19. Proposed 2018-19 General Fund Budget MOTION NO. 18-53 RECEIVING THE PROPOSED FY 2018-19 GENERAL FUND BUDGET The proposed FY 2018-19 General Fund Budget is hereby received and filed. ITEM REMOVED FROM CONSENT CALENDAR FOR CONSIDERATION 9. Termination of Low Flow Toilet and Shower Head Conservation Credit Program This item was removed from the Consent Calendar and considered later in tonight s meeting. ITEM REMOVED FROM CONSENT CALENDAR FOR CONSIDERATION 9. Termination of Low Flow Toilet and Shower Head Conservation Credit Program General Manager Markus pointed out that the Board received a letter today from the Irvine Ranch Water District regarding Item No. 9, Termination of Low Flow Toilet and Shower Head Conservation Credit Program, noting they have requested it be entered into the record for tonight s meeting. Director Vanderbilt questioned why staff recommends discontinuance of the Low Flow Toilet and Shower Head Conservation Credit Program. General Manager Markus responded that there is no longer a need for the Program as low flow toilets and showerheads are mandated by law. 21

MOTION NO. 18-54 DISCONTINUING THE DISTRICT S LOW FLOW TOILET AND SHOWERHEAD CONSERVATION PROGRAM Upon motion by Director Bilodeau, seconded by Director Dewane and carried [8-1] by roll call vote, with Director Vanderbilt voting "No," discontinuance of the District s Low Flow Toilet and Showerhead Conservation Program effective for fiscal year 2018-19 is hereby authorized. Ayes: Anthony, Bilodeau, Dewane, Green, Nguyen, Sarmiento, Whitaker, Yoh Noes: Vanderbilt Absent: Sheldon MATTERS FOR CONSIDERATION 20. Proposed Fiscal Year 2018-19 Budget District Treasurer/Chief Financial Officer Randy Fick recalled that the FY 2018-19 budget totaling $237.7 million has been reviewed in detail with the Board and Groundwater Producers over the past two months. He stated that per the Board discussion at the April Water Issues Committee meeting, the budget is based upon setting a Basin Production Percentage (BPP) of 77% and a Replenishment Assessment (RA) of $462 acre-feet (af). Upon motion by Director Green, seconded by Director Anthony, the following resolution was unanimously adopted [9-0] by roll call vote. Ayes: Anthony, Bilodeau, Dewane, Green, Nguyen, Sarmiento, Vanderbilt, Whitaker, Yoh Absent: Sheldon RESOLUTION NO. 18-4-51 APPROVING FISCAL YEAR 2017-18 BUDGET WHEREAS, the Orange County Water District Board of Directors has reviewed the proposed OCWD Budget for fiscal year 2018-19 as presented by the General Manager and District Chief Financial Officer/Treasurer; approve and adopt the fiscal year 2018-19 budget as follows: $ $ $ $ $ $ $ 69.9 million 57.1 million 36.9 million 49.6 million 1.3 million 0.3 million 22.6 million General Fund Water Purchase Fund Debt Service Fund Capital Improvement Program Retiree Health Insurance Fund New Capital Equipment Replacement and Refurbishment Fund 22

INFORMATIONAL ITEMS 21. Santa Ana Watershed Project Authority Activities There was no discussion of this item. 22. Water Resources Summary There was no discussion of this item. 23. COMMITTEE/CONFERENCE/MEETING REPORTS The Board reported on the following Committee meetings, noting the minutes/action agendas were included in tonight s packet. April 05 - Communication and Legislative Liaison Committee April 09 - GWRS Steering Committee April 11 - Water Issues Committee April 12 - Administration and Finance Issues Committee ADJOURNMENT There being no further business to come before the Board, the meeting was adjourned at 6:14 p.m. Durant, District Secretary Denis Bilodeau, President 23