MINUTES OF MEETING BOARD OF DIRECTORS, ORANGE COUNTY WATER DISTRICT

November 6, 2013, 5:30p.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 quomm as follows .

.Qirectors Philip Anthony (arrived at 5:45p.m.) Kathryn Barr Denis Bilodeau (arrived at 7:10p.m.) Shawn Dewane Cathy Green Vincent Sarmiento Stephen Sheldon Harry Sidhu Brnce Whitaker Roger Yoh (mri ved at 6:10p.m.)

Others Dan Leatherman- Hardin Buick GMC Robert C. Hawkins- Hardin Dealerships Brian Emge - Resident

Staff Michael Markus, General Manager Joel Kuperberg, General Counsel Jartice Durant, District Secretary Brnce Dosier, Stephanie Dosier, Randy Fick, Mark Greening, Roy Herndon, Rill Hunt, Jolm Kellnedy, Craig Patterson, Mike Wehner, Greg Woodside, Nira Yamachika

Sharon J,eatherman --Hardin Automotive Jared Hardin-- Hardin Auto Group Mark Tumer

Frank Busalacchi Jr.,- McPeek's Dodge Anaheim Barbara Rhodes

Kristen Busalacchi-- McPeek Dodge Anaheim Fred Bockmiller- Mesa Water

Richard Pard James Phu Richard Wagen -Resident Anaheim Chris Estrada-- Hardin Hyundai Betsy Eglash- Brady & Assoc. Brian Ragland- City of Huntington Beach Richard Culver --Orange Resident S. Melendez-- Tustin Resident Jackie Donaldson -Anaheim Resident Steve Faessel --Anaheim Resident Erin Beshear - Anaheim Auto Center Walter Cadman-- Anaheim Auto Center Aubrey Yakel-- Anaheim Auto Center Dana Curtis - Anaheim Auto Center Learma Holtzclaw - Anaheim Resident Jason Kim- Anaheim Resident/Hardin IIyundai Robert Catanzariti- Hardin Honda Carolyn Clary -- Anaheim Home Owner Mary Murray- Sunkist Gardens, Analteim Van Griffiths - Anaheim Home Owner Uli Koenig -- Anaheim Home Owner Anthony Gatlin-- Anaheim Home Owner Carlos J. Acosta- Sunkist Gardens, Anaheim Ulises Perez Susan Faessel-- Anaheim Home Owner

Sandra Schwaiger- Jagerhaus Restaurant Henry Nowakowski- Resident Sunkist Gardens Chris Laneaster -Hardin Hyundai Todd Ament- Anaheim Chamber Keith Lyon-- MWDOC John Kiser- Hardin Automotive Jeffrey Bass- Costa Mesa Resident Dan Gunter -- Anal1eim Auto Center John Yakel-- Orange resident John Sackrison- · OC Auto Dealers Association Mauricio Martinez -Anaheim Auto Center Melissa Cadman -- Anaheim Auto Center Brandon Wood-- Puddles Car Wash Eri<.: Hardin - Anaheim Resident Nicole Alhakawati -- Anaheim Resident Elias Velasco- GMC Hardin Grey Holden- Hardin Honda Don Murray- Sunkist Gardens, Anaheim Pat Simmons- Anaheim Home Owner Martha Purcell - Anaheim Home Owner Shawn Shahbazi --Anaheim Business Person Matthew Curmingham - Anaheim Chamber Bob Kiley- Yorba Linda Water District Aimee Tang - Hardin Hyundai Anaheim Nabil Saba-- City of Santa Ana

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Chris .Ormsbee -:-Hardin Honda/ Anaheim Resident. Maribel Alatise -Hardin Hyundai Anaheim Bertha Ferr'usca- 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 Hyundiri Andrew Pacheco- Hardin Hyundai Heidi Imhoff- Hardin GMC Alexis Gomez- Hardin GMC Jesus Arredondo- Hardin Honda Cniig 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 Oanielle Ortega- Work in Anaheim

. Mark Elliot - Pillsbury Kristene McGovern - Rancho Del Rio ECOC

VISITOR PARTICIPATION

Ruben Vizcaino -Hardin Hyundai Chris Francis- Live in Anaheim Jeffrey Bass- Costa Mesa resident Calvin Johnson

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

MOTIONNO. 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. Publicatill!LQf OCWD St]lt«!llent of Financial Condition

MOTIONNO. 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 Jtmc 30, 20 l3 is received and filed.

3. Order 2012-13 Annual Engineer's Investigation and Report on Groundwater Conditions, Water ~\illillY..@d Basin Utilization

RESOLUTIONNO.l3-ll-137 ORDERING ANNUAL ENGINEERING INVESTIGATION AND REPORT ON

GROUNDWATER CONDITIONS, WATER SUPPLY, AND BASIN UTILIZATION

WHEREAS, Section 25 and Section 31.5, subparagraph(!), of the Orange County Water District Act, as amended, provide that the District shall armually 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:

Seeti9_r)._l; The engineers of the District staff are instructed to proceed with said investigation and report on grotmdwater 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 20 13-14; 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,_,E"-W!..!...:...-3'-------------------------

RESOLUTION NO. 13-11-138 APPROVING AMENDMENT TO EASEMENT DEED WITH PKl 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 PKl 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 hiyouts 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 PKI 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

RESOLUTIONNO.l3-ll-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 I: 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) MoneyPurchase Retirement Plan Red Flag Review

MOTIONNO. 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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40l(A) Fund Review Actions ACTION SYMBOL FUND NAME

Keep Red Flag OPGSX Oppenheimer Gold & Special Minerals A

r-- Keep Red Flag PGNAX Prudential Jennison Natural Resources A --Remove Fund THVRX Thornburg International Value R4

Add Fund & Map Funds from THVRX to

'--=----''--- MINGX MFS International Value R3 r--- Kee2 Red Flag VET AX Victory Established Value A

Remove Red Flag PRWAX T. Rowe Price New American Growth Kee2 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 Life Path 201 0 Institutional

~Add Fund and Ma2 to RDITX American Funds Target Date Retirement 2050 Add Fund and Map to RDGTX A_merican Funds Target Date Retirement 2040 Add Fund and Map to RDETX American Funds Target Date Retirement 2030 Add Fund and MaE to RDCTX American Funds Target Date Retirement 2020 ~d 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 desaiination 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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MOTIONNO. 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 5:45p.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 dean 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 7 5 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 fmd 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 6:10p.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 time line 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 con·ect 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 C02 being released into the air and suggested the Board stick to its charge to provide water. He suggested that the Board eonsider 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 concems 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 concems 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 concem 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 fust 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 concem 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 rioted that the power plant would not benefit the Anaheim residents as the energy would go a private ~oncern. 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 mged the Board to reject the offer.

Robert Hawkins, attorney representing the Hardin Automotive Group, stated thaftonight 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, eftlcient, 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 Cotmt'J and Los Angeles, to a newer, cleaner generation. He stated there is a dire need in Orange Comtty 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 7:10p.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 cmmty. 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 art entity that would construct what the Chamber of Commerce has represented to the people.

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Director Y oh 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 9:05p.m. whereupon General Counsel Joel Kuperberg armounced 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 adjmm1ed at 9:05 p.m.

Shawn Dewane, President

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