AGENDA PROPERTY MANAGEMENT COMMITTEE MEETING

WITH BOARD OF DIRECTORS * ORANGE COUNTY WATER DISTRICT

18700 Ward Street, Fountain Valley (714) 378-3200 Friday, May 23, 2014, 12 p.m. Conference Room C-2

* The OCWD Property Management Committee meeting is noticed as a joint meeting with the Board of

Directors for the purpose of strict compliance with the Brown Act and to allow all Board members to hear the presentations and participate in the discussions. OCWD Directors receive no additional compensation or stipend as a result of simultaneously convening this Board of Directors meeting.

Items recommended for approval at this meeting will be placed on the Consent Calendar at the June 4, 2014 Board meeting.

ROLL CALL VISITOR PARTICIPATION Members of the audience wishing to address the Committee/Board on items of interest to the public are

requested to identify themselves. If the matter on which they wish to comment is an Agenda item, the visitor will be called on when that matter comes up for consideration.

ITEMS RECEIVED TOO LATE TO BE AGENDIZED

RECOMMENDATION: Determine need to take action on item(s) which arose subsequent to

posting of the Agenda (Adoption of this recommendation requires two-thirds vote of the Board/Committee, or, if less than two-thirds of the members are present, a unanimous vote)

CONSENT CALENDAR (ITEM NO. 1) 1. MINUTES OF PROPERTY MANAGEMENT COMMITTEE MEETING MARCH 28, 2014 RECOMMENDATION: Approve minutes as presented

END OF CONSENT CALENDAR MATTER FOR CONSIDERATION 2. AMENDMENTS TO DUCK HUNTING LEASES WITH ELAINE RAAHAUGE DBA MIKE

RAAHAUGE’S SHOOTING ENTERPRISES AND PRADO BASIN DUCK CLUB RECOMMENDATION: Agendize for June 4 Board meeting:

1. Approve and authorize execution of Amendment Twelve to Lease with Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises to extend lease for a duck hunting concession on District property at Prado Basin for the 2014/15 duck hunting season with a new expiration date of June 30, 2015; and

2. Approve and authorize execution of Amendment Nine to Lease

with Prado Basin Duck Club to extend lease for a duck hunting concession on District property at Prado Basin for the 2014/15 duck hunting season with a new expiration date of June 30, 2015

3. DECERTIFICATION PROCESS FOR THE CALTRANS’ IMPERIAL HIGHWAY PROPERTIES IN ANAHEIM

RECOMMENDATION: Agendize for June 4 Board meeting: Direct staff as appropriate

INFORMATIONAL ITEMS

4. STATUS UPDATE ON OPTION TO LEASE TO ORANGE COUNTY ENERGY PARK, LLC

FOR PROPOSED ELECTRICAL GENERATION FACILITY ON THE BALL ROAD BASIN PROPERTY

5. STATUS OF THE GENERAL PLAN AMENDMENT AND ZONE CHANGE FOR THE BALL ROAD BASIN PROPERTY LOCATED ON BALL ROAD AND PHOENIX CLUB DRIVE IN ANAHEIM

6. QUARTERLY REPORT ON LEASES AND PERMITS/LICENSES FOR THE PERIOD ENDING MARCH 31, 2014

DETERMINATION OF ITEMS TO BE PLACED ON CONSENT CALENDAR FOR JUNE 4 BOARD MEETING DIRECTORS' ANNOUNCEMENTS/REPORTS

GENERAL MANAGER’S ANNOUNCEMENT/REPORT ADJOURNMENT

PROPERTY MANAGEMENT COMMITTEE Committee Members Steve Sheldon, Chair Philip Anthony, Vice Chair Harry Sidhu Denis Bilodeau Roger Yoh Alternates Cathy Green - Alternate 1 Jan Flory - Alternate 2 Kathryn Barr - Alternate 3 Vincent Sarmiento - Alternate 4 Shawn Dewane - Alternate 5

In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted in the main lobby of the Orange County Water District, 18700 Ward Street, Fountain Valley, CA not less than 72 hours prior to the meeting date and time above. All written materials relating to each agenda item are available for public inspection in the office of the District Secretary. Backup material for the Agenda is available at the District offices for public review and can be viewed online at the District’s website: www.ocwd.com Pursuant to the Americans with Disabilities Act, persons with a disability who require a disability-related modification or accommodation in order to participate in a meeting, including auxiliary aids or services, may request such modification or accommodation from the District Secretary at (714) 378-3233, by email at jdurant@ocwd.com by fax at (714) 378-3373. Notification 24 hours prior to the meeting will enable District staff to make reasonable arrangements to assure accessibility to the meeting. As a general rule, agenda reports or other written documentation has been prepared or organized with respect to each item of business listed on the agenda, and can be reviewed at www.ocwd.com. Copies of these materials and other disclosable public records distributed to all or a majority of the members of the Board of Directors in connection with an open session agenda item are also on file with and available for inspection at the Office of the District Secretary, 18700 Ward Street, Fountain Valley, California, during regular business hours, 8 a.m. to 5 p.m., Monday through Friday. If such writings are distributed to members of the Board of Directors on the day of a Board meeting, the writings will be available at the entrance to the Board of Directors meeting room at the Orange County Water District office.

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MINUTES OF THE PROPERTY MANAGEMENT COMMITTEE MEETING

WITH BOARD OF DIRECTORS ORANGE COUNTY WATER DISTRICT

March 28, 2014 @ 12:00 p.m.

Property Management Committee Chair Sheldon called the Property Management Committee meeting to order at 12 p.m. in Conference Room C-2. The Assistant District Secretary called the Roll and reported a quorum as follows.

Committee Members: OCWD Staff Steve Sheldon Phil Anthony Harry Sidhu (arrived 12:05 p.m.) Denis Bilodeau (arrived 12:05 p.m.) Roger Yoh Alternates Cathy Green Jan Flory (not present) Kathryn Barr Vincent Sarmiento (arrived 12:10 p.m.) Shawn Dewane

Mike Markus, General Manager Bruce Dosier, Director IS/Property Judy-Rae Karlsen, Assistant District Secretary Joel Kuperberg, General Counsel Don Jackson, John Kennedy, Eleanor Torres Others: Jonathan Borrega, Don Calkins - City of Anaheim Keith Lyon – Municipal Water District of OC

VISITOR PARTICIPATION There were no persons wishing to address the Committee on matters not on today’s Agenda. CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Barr, seconded by Director Green and carried [5-0] as follows. [Yes-Sheldon, Anthony, Yoh, Green, Barr/ No - 0] 1. Minutes of Property Management Committee meeting held February 28, 2014 The minutes of the Property Management Committee meeting held February 28, 2014 were approved as presented. 2. License Agreement to Longhouse of the Orange Skies – Santiago Basins Recommended for approval at the April 2 Board meeting: Approve and authorize execution of a no fee License Agreement with Longhouse of the Orange Skies to store one portable storage container on a portion of the former City of Orange Water Well Site at Santiago Basins on a month-to-month basis. 3. License Agreement to Inland Empire Utilities Agency to Construct two Groundwater

Monitoring Wells in Prado Basin Recommended for approval at the April 2 Board meeting: Approve and authorize execution of a no cost License Agreement to Inland Empire Utilities Agency for the construction of two groundwater monitoring wells with an expiration date of March 31, 2034.

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4. Amendment to Right of Way Contracts with Caltrans; Authorizing Easement Deeds to Southern California Edison Co., SMSA Limited Partnership (Verizon Wireless) and Time-Warner Cable Company at Warner Basin

Recommended for approval at the April 2 Board meeting: 1. Approve and authorize execution of Southern California Edison Company Grant of Easement for an underground electrical easement at Warner Basin; 2. Approve and authorize execution of Amendment to Right of Way Contract with the State of California, Department of Transportation for payment of the SCE Grant of Easement fee of $4,400; 3. Authorize the General Manager to negotiate and execute the proposed Easements Deeds to SMSA Limited Partnership and Time-Warner Cable for aerial communication utility easements; and 4. Authorize the General Manager to negotiate the fee for the Amendment to Right of Way Contract with the State of California Department of Transportation for aerial communication utility easements to SMSA Limited Partnership and Time-Warner Cable, and authorize execution by the General Manager of the Amendment to Right of Way Contract. Directors Bilodeau and Sidhu arrived at 12:05 p.m. and Director Sarmiento arrived at 12:20 p.m. during discussion of the following item. MATTER FOR CONSIDERATION 5. Change Order to Environmental Associates, LLC. for Preparation of Environmental Impact

Report for Ball Road Basin General Plan Amendment and Zone Change Director of IS/Property Bruce Dosier reviewed the history of the District’s request for the Ball Road Basin General Plan amendment and zoning change. He reported on the City of Anaheim’s (City’s) requirement that OCWD add additional analysis for 2 “known” projects; the power plant and the proposed park space. Following the staff presentation, the Committee discussed the City’s authority to require the additional analysis that will increase the cost of the Environmental Impact Report (EIR) by $66,800. General Council Joel Kuperberg advised that OCWD could challenge the City and say that OCWD is a passive player (landowner) and is only renting land to CPV, and it has no intention of creating a project for a power plant or a park. The Committee requested that staff transmit a letter to the City of Anaheim requesting it clarify its legal authority for requiring the additional analysis to the District’s current EIR process and provide an explanation of their term “known project”. The Committee then took the following action. Upon motion by Director Sheldon, seconded by Director Bilodeau and carried [5-0], the Committee directed staff to transmit a letter to City of Anaheim requesting clarification of the additional analysis in the Environmental Impact Report for the Ball Road Basin General Plan Amendment and Zone Change. [Yes-Sheldon, Anthony, Sidhu, Bilodeau, Yoh/ No - 0] INFORMATIONAL ITEM 6. Status Update on Option to Lease to Orange County Energy Park, LLC for Proposed

Electrical Generation Facility on the Ball Road Basin Property Staff was requested to present this update when Director Flory is present.

DETERMINATION OF ITEMS TO BE PLACED ON CONSENT CALENDAR FOR APRIL 2 BOARD MEETING Items No. 2-5 were agreed upon to be placed on the Consent Calendar for the April 2 Board meeting.

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GENERAL MANAGER COMMENTS General Manager Mike Markus reported that the Municipal Water District of OC Elected Officials Forum will be held on April 3 and OCWD Directors are invited to attend. ADJOURNMENT There being no further business, the meeting was adjourned at 12:27 p.m. ____________________________ Stephen Sheldon, Chairman

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AGENDA ITEM SUBMITTAL

Meeting Date: May 23, 2014 Budgeted: N/A Budgeted Amount: N/A To: Property Management Cte. Board of Directors

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

Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: Yes Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: AMENDMENTS TO DUCK HUNTING LEASES WITH ELAINE

RAAHAUGE D.B.A.MIKE RAAHAUGE’S SHOOTING ENTERPRISES AND PRADO BASIN DUCK CLUB

SUMMARY Currently the District leases two separate areas in Prado Basin for duck hunting. Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises (Raahauge) leases 450 acres of land in the constructed wetlands and Kelly Astor, Prado Basin Duck Club (Prado Basin), leases approximately 66 acres in the Lower Prado Basin Duck Ponds consisting of five small ponds. Both leases expire on June 30, 2014 and both lessees wish to renew their leases. Attachment(s): Amendment Twelve to Lease with Elaine Raahauge d.b.a. Mike Raahauge’s

Shooting Enterprises Amendment Nine to Lease with Prado Basin Duck Club RECOMMENDATION Agendize for June 4 Board meeting: 1. Approve and authorize execution of Amendment Twelve to Lease with Elaine

Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises to extend lease for a duck hunting concession on District property at Prado Basin for the 2014/15 duck hunting season with a new expiration date of June 30, 2015; and

2. Approve and authorize execution of Amendment Nine to Lease with Prado Basin

Duck Club to extend lease for a duck hunting concession on District property at Prado Basin for the 2014/15 duck hunting season with a new expiration date of

June 30, 2015

BACKGROUND/ANALYSIS On November 2, 2005, the District entered into a new Lease, as amended, with Mike Raahauge Shooting Enterprises to conduct a duck hunting concession on 450 acres of constructed wetlands. On October 2, 2013, the Board consented to the assignment of Lease to Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises as Mike Raahauge passed away in May 2013. On May 21, 2003, the District entered into a lease, as amended, with Prado Basin Duck Club, to conduct a duck hunting concession on 66 acres of land in the lower duck hunting ponds. Both leases expire on June 30, 2014. Both Lessees wish to renew their leases. Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises. Elaine Raahauge requested that her lease be extended for the 2014/15 duck hunting season. The rent for the 2014/15 duck hunting season is $58,584.00. If duck hunting cannot be conducted during an entire month during the duck hunting season, the rent will be $200 for that month. Staff recommends that the duck hunting lease be extended for one year to a new expiration date of June 30, 2015. Prado Basin Duck Club Kelly Astor of Prado Basin Duck Club has requested that his lease be extended for the 2014/15 duck hunting season. The rent for the 2014/15 duck hunting season is $14,536.00. If duck hunting cannot be conducted during an entire month during the duck hunting season, the rent will be $200 for that month. Staff recommends that the lease be extended for one year, with a new expiration date of June 30, 2015. All other terms of the leases will remain in full force and effect. PRIOR RELEVANT BOARD ACTION(S) Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises 10/2/13, R13-10-127, Consent to Assignment of Lease to Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises and Approve Revised Amendment Eleven to Lease with Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2013/14 duck hunting season with a new expiration date of June 30, 2014. 6/6/12, R12-6-61, Approve Amendment Ten to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2011/12 duck hunting season with a new expiration date of June 30, 2013. 6/1/11, R11-6-82 , Approve Amendment Nine to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2011/12 duck hunting season with a new expiration date of June 30, 2012. 6/2/10, R10-6-86, Approve Amendment Eight to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2010/11 duck hunting season with a new expiration date of June 30, 2011.

6/3/09, R09-6-100, Approve Amendment Seven to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2009/10 duck hunting season with a new expiration date of June 30, 2010. 9/3/08, R08-9-119, Approve and authorize execution of Amendment Six to Lease with Mike Raahauge Shooting Enterprises to add the use of dog training in Pond 1 as an approved use on a year-round basis 6/4/08, R08-6-83, Approve Amendment Five to Lease with Mike Raahauge Shooting Enterprises to extend lease for a duck hunting concession on District Property at Prado Basin for the 2008/09 duck hunting season with a new expiration date of June 30, 2009. 12/5/07, R07-12-169, Authorizing Amendment Four to Lease to restore the Premises to its full extent for the 2007/08 duck hunting season as defined in the Lease. 5/2/07, R07-05- 67, Approve and authorize Amendment Three to Lease to reduce the Annual Rent to 10% of Gross Receipts due to the unavailability of most of the duck ponds with the Annual Rent modification to terminate on June 30, 2008; the Expiration Date of the Lease was extended to June 30, 2008; and the Premises was modified accordingly for the 2007/08 duck hunting season; 10/18/06, R06-10-130, Approve and authorize Amendment Two to Lease to reduce the Annual Rent to 10% of Gross Receipts with the Annual Rent modification to terminate on June 30, 2007; reserved the right for the District to verify accounting records of Gross Receipts; revised the description of the Premises for the 2006/07 duck hunting season; 6/7/06, R06-06-70, Authorizing Amendment One to Lease to extend Lease for one year to a new Expiration Date of June 30, 2007; 11/2/05, R05-11-126, Approve and authorize execution of Lease with Mike Raahauge d.b.a. Mike Raahauge Shooting Enterprises for duck hunting on an annual basis at a rent of $37,763 with an annual 5% rent adjustment with an expiration date of June 30 of each year and renewed by mutual consent; 5/19/04, R04-5-60, Amendment Two to Lease, increases the annual rent adjustment from 2% to 3%, to a new expiration date of February 28, 2005 at a rent of $36,663; 5/21/03, R03-5-70, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin, with a new expiration date of June 30, 2004 at a rent of $35,595; 3/20/02, R02-3-50, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin with Term of August 19, 2002 to August 18, 2003 at a rent of $34,095; 6/6/01, Motion 01-106, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin for a Term of August 19, 2001 to August 18, 2002, at a rent of $33,427;

5/17/00, R2000-5-66, Reauthorizing Lease with Mike Raahauge Shooting Enterprises for Duck Hunting on District Property at Prado Basin; 7/21/99, R99-7-85, Reauthorize Lease for One-Year Period Commencing August 19, 1999 with Mike Raahauge Shooting Enterprises for Duck Hunting Concession on District Property at Prado Basin; 8/19/98, R98-8-125, Approving and Authorizing Execution of Five Year Lease to Mike Raahauge Shooting Enterprises for Prado Basin Duck Hunting Concession; Kelly Astor, Prado Basin Duck Club 7/10/13, R13-7-82, Authorizing Amendment Eight to Lease with Prado Basin Duck Club to extend lease for a duck hunting concession on District Property at Prado Basin for the 2013/14 duck hunting seasons with a new expiration date of June 30, 2014. 6/6/12, R12-6-61, Approve Amendment Seven to Lease with Prado Basin Duck Club to extend lease for a duck hunting concession on District Property at Prado Basin for the 2012/13 duck hunting seasons with a new expiration date of June 30, 2013. 6/1/11, R11-6-83, Approve Amendment Five to Lease with Prado Basin Duck Club to extend lease for a duck hunting concession on District Property at Prado Basin for the 2011/12 duck hunting seasons with a new expiration date of June 30, 2012. 6/2/10, R10-6-87, Approve Amendment Five to Lease with Prado Basin Duck Club to extend lease for a duck hunting concession on District Property at Prado Basin for the 2010/11 duck hunting seasons with a new expiration date of June 30, 2011. 6/3/09, R09-6-101, Approve Amendment Four to Lease with Prado Basin Duck Club to extend lease for a duck hunting concession on District Property at Prado Basin for the 2009/10 duck hunting seasons with a new expiration date of June 30, 2010.

6/4/08, R08-6-84, Approve Amendment Three to Lease with Prado Basin Duck Club to extend lease for a duck hunting concession on District Property at Prado Basin for the 2008/09 duck hunting seasons with a new expiration date of June 30, 2009.

6/7/06, R06-6-71, Authorizing lease renewal with Prado Basin Duck Club with a new Expiration Date of June 30, 2008 and a rent adjustment provision to provide that in the event that duck hunting cannot occur in a calendar month, the rent is adjusted to $200 for each month in which duck hunting did not occur.

5/19/04, R04-5-61, Two year renewal of Lease with Prado Basin Duck Club with a new Expiration Date of June 30, 2006. 5/21/03, R03-5-71, Lease granted to Prado Basin Duck Club for duck hunting in lower Prado Basin for the 2003/04 duck hunting season at a rent of $10,500;

Location Map

AMENDMENT TWELVE TO LEASE (Duck Hunting)

THIS AMENDMENT is made and entered into this 4th day of June 2014 by and between the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statues of 1933, as amended (hereinafter, the “Lessor”) and ELAINE RAAHAUGE, D.B.A. MIKE RAAHAUGE’S SHOOTING ENTERPRISES (hereinafter, the “Lessee”):

RECITALS WHEREAS, on November 2, 2005, Lessor and Lessee entered into a written Lease (“Lease”) to conduct a duck hunting concession on certain lands owned by Lessor at Prado Basin in Riverside County, California, on an annual basis at a rent of $37,763 with an annual 5% rent adjustment with an expiration date of June 30, 2006, provided that it may be renewed annually by mutual written consent of Lessor and Lessee. The Lease provides that in the event that duck hunting cannot occur in a calendar month, the rent is adjusted to $200 for each month in which duck hunting did not occur; WHEREAS, on June 7, 2006 Lessor extended the term of the Lease to June 30, 2007 for the 2006/07 duck hunting season; WHEREAS, on October 18, 2006, Lessor reduced the Annual Rent to 10% of Gross Receipts with the Annual Rent modification (“Annual Rent Reduction”) to terminate on June 30, 2007, reserved the right for the District to verify accounting records of Gross Receipts, and revised the description of the Premises (“Premises Revision”) for the 2006/07 duck hunting season; WHEREAS, on May 2, 2007, Lessor extended the Annual Rent Reduction, and the Expiration Date of the Lease to June 30, 2008, and extended the Premises Revision for the 2007/08 duck hunting season; WHEREAS, on December 5, 2007 Lessor restored the full Premises as defined in the Lease; WHEREAS, on June 4, 2008, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2009; WHEREAS, on September 3, 2008, Lessor granted Lessee an additional use of Premises of dog training in Pond 1 on a year-round basis; WHEREAS, on June 3, 2009, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2010;

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WHEREAS, on June 2, 2010, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2011; WHEREAS, on June 1, 2011, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2012; WHEREAS, on June 6, 2012, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2013; WHEREAS, on October 2, 2013, the Board Consented to Assignment of Lease and Revised Amendment Eleven to Lease Agreement for Duck Hunting to change Lessee name to Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises; to extend the lease for a duck hunting concession on District property at Prado Basin for the 2013/14 duck hunting season with a new expiration date of June 30, 2014; and revise Exhibit “A” to the Lease to remove Ponds E4 and E7 from the Premises; and WHEREAS, both Lessee and Lessor wish to extend the Lease for one additional year to a new Lease Expiration Date of June 30, 2015. NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and the terms, covenants and conditions hereinafter contained, the parties do hereby agree as follows: 1. The Expiration Date in Lease Paragraph 1.2 (Original Lease Term) is hereby

extended to June 30, 2015. 2. Each and every other term, covenant and condition of the Lease, as amended,

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

[SIGNATURES ON NEXT PAGE]

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

“LESSOR”

ORANGE COUNTY WATER DISTRICT

APPROVED AS TO FORM: a political subdivision of the State of California RUTAN & TUCKER, LLP organized under Chapter 924 of the Statutes of 1933, as amended By: __________________________ By: _________________________________

General Counsel for Shawn Dewane, President Orange County Water District

By:__________________________________

Michael R. Markus P.E., General Manager

“LESSEE”

ELAINE RAAHAUGE d.b.a. MIKE RAAHAUGE’S SHOOTING ENTERPRISES

By: _______________________________ Elaine Raahauge, Owner AMEND12 RAAHAUGE DUCKS (5-14-14)

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AMENDMENT NINE TO LEASE THIS AMENDMENT is made and entered into this 4th day of June 2014 by and between the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California organized under Chapter 924 of the Statues of 1933, as amended (hereinafter, the “Lessor”) and PRADO BASIN DUCK CLUB, a California corporation (hereinafter, the "Lessee"): RECITALS WHEREAS, on May 21, 2003, Lessor and Lessee entered into a written Lease of real property (hereinafter, the “Lease”) for the purpose of operating a duck hunting concession on certain lands owned by Lessor in Prado Basin on an annual rent basis of $10,500 with an annual 3% rent adjustment with an expiration date of June 30, 2004; WHEREAS, on May 19, 2004, Lessor granted Lessee an extension of the Lease for two years to a new Expiration Date of June 30, 2006; WHEREAS, on June 7, 2006, Lessor granted Lessee an extension of Lease for two years to a new Expiration Date of June 30, 2008 and a rent adjustment provision to provide that in the event that duck hunting cannot occur in a calendar month, the rent is adjusted to $200 for each month in which duck hunting did not occur; WHEREAS, on June 4, 2008, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2009; WHEREAS, on June 3, 2009, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2010; WHEREAS, on June 2, 2010, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2011; WHEREAS, on June 1, 2011, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2012; WHEREAS, on June 6, 2012, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2013; WHEREAS, on July 10, 2013, Lessor granted Lessee an extension of Lease for one year to a new Expiration Date of June 30, 2014; and WHEREAS, both Lessee and Lessor wish to extend the Lease for one additional year to a new Lease Expiration Date of June 30, 2015.

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NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and the terms, covenants and conditions hereinafter contained, the parties do hereby agree as follows: 1. The Expiration Date in Lease Paragraph 1.2 (Original Lease Term) is hereby

extended to June 30, 2015. 2. Each and every other term, covenant and condition of the Lease not herein

expressly modified is hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Lease as of the day and year first hereinabove written. “LESSOR” APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN & TUCKER, LLP. a political subdivision of the State of California

organized under Chapter 924 of the Statues of 1933, as amended

By: ___________________________ By: __________________________________ General Counsel for Shawn Dewane, President Orange County Water District By: __________________________________ Michael R. Markus P.E., General Manager “LESSEE” PRADO BASIN DUCK CLUB, a California corporation By: ________________________________ John Kelly Astor, President AMEND9-ASTOR (5-14-14)

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AGENDA ITEM SUBMITTAL Meeting Date: May 23, 2014 Budgeted: N/A Budgeted Amount: N/A To: Property Management Cte. / Cost Estimate: N/A Board of Directors Funding Source: N/A From: Mike Markus

Program/ Line Item No. N/A General Counsel Approval: N/A

Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: DECERTIFICATION PROCESS FOR THE CALTRANS’ IMPERIAL

HIGHWAY PROPERTIES IN ANAHEIM SUMMARY At the October 3, 2012 Board meeting, the Board approved the deposit of $25,000 with Caltrans to initiate the decertification process for the Caltrans properties east of the District’s 19 acre parcel at Imperial Highway and 91 Freeway and make them ready for sale. On May 5, 2014, staff met with Caltrans staff to discuss the status of the Caltrans decertification process. CalTrans staff presented a map showing the property that they are willing to consider for decertification.

Attachment(s): Letter from Caltrans dated September 5, 2012 RECOMMENDATION Direct Staff as appropriate. BACKGROUND/ANALYSIS

Previously, the Property Management Committee directed District staff to investigate the potential acquisition of the parcels of land east of the District’s 19 acre parcel at the 91 Freeway and Imperial Highway. Staff discussed with Caltrans the possible purchase of the parcels. Caltrans responded to staff’s request with a letter dated September 5, 2012, in which Caltrans advised that, in order to dispose of real property rights, Caltrans must undertake a “decertification” process. The letter further advised that if the District is interested in acquiring the property that it may request that Caltrans initiate the decertification process by sending a letter stating the District’s intentions and an initial deposit with Caltrans of $25,000. Since all costs associated with the decertification and subsequent sale of the property are borne by the requestor, all work conducted by Caltrans will be charged against this deposit. On October 2, 2012, the Board approved the deposit of $25,000 with Caltrans to start the decertification process.

The Caltrans decertification process entails conducting a Feasibility Study to determine if the property rights are not presently, nor in the future, necessary for a Caltrans project or any other public project (Caltrans must “certify” the need for a property, hence the

word “decertify” is used to allow the disposal of a property). Following the decertification process, an appraisal is obtained to determine the market value of the subject property or property rights. Caltrans is required to offer property of “notable environmental value” and that qualify for park or recreational use to local agencies before offering the property to the general public. If the property has access to a public street, it will be offered via competitive bid to the general public. If it does not have access to a public street (landlocked), it will be offered at market value to the adjoining property owners. Therefore, unless the property is landlocked, there is no guarantee that if Caltrans were to approve the decertification of the property, that Caltrans would sell the property to the District. Caltrans also advises that the entire process may last anywhere from six months to several years.

On May 5, 2014, staff met with Caltrans staff to discuss the status of the decertification process of properties. In the meeting Caltrans staff presented a map indicating the parcels that Caltrans staff could recommend decertifying as a result of the Feasibility Study, shown on Location Map 2. Caltrans staff stated that:

1. Caltrans would not decertify land with direct access rights to Imperial Highway due to heavy traffic flow; and

2. Caltrans would retain property adjacent to Imperial Highway and the off and on ramps for slope maintenance purposes.

The parcels Caltrans identified as a result of the Feasibility Study are smaller in size than the properties requested by the District, and do not have access to Imperial Highway, which is a major goal of the District’s potential acquisition. In addition and as stated above, unless the property is landlocked there is no guarantee that the District would be able to purchase the properties after they are decertified, however, as the requestor, the District would pay the cost for the decertification process. At this time Caltrans is seeking direction from the District before the District begins to incur additional cost in the decertification process. Staff’s opinion is that if the properties were decertified and the District could purchase the properties, in their present configuration they would not meet the District’s goal of having direct access to Imperial Highway.

PRIOR BOARD ACTION(S) N/A

10/3/12, Motion No. 12-155, Approving directions to staff in connection with easements for CalTrans westbound State Route 91 lane extension and auxiliary lane reconstruction in the City of Anaheim. 8/1/12, R12-8-, Authorize the General Manager to transmit a letter Concurring with the CalTrans memorandum; De Minimis Section 4(f) – revaluation for the CalTrans Westbound State Route 91 lane extension and auxiliary lane reconstruction in the City of Anaheim.

5/2/12, R12-5-46, Authorizing Addendum No. 2 to Permit to Enter to CalTrans to conduct geotechnical investigations at Warner Basin and the Santa Ana River. 4/20/11, R11-4-61, Authorize transmittal of the Section 4(f) De Minimis Concurrence Letter for CalTrans Westbound State Route 91 Lane Extension and Auxiliary Lane Construction Project. 12/7/11, R11-12-173, Approve and execute Permit to Enter with State of California Department of Transportation to conduct a Geotechnical Investigation at Warner Basin and the Santa Ana River.

Location Map 1

REQUESTED IMPERIAL HIGHWAY PROPERTY

LOCATION MAP 2

IMPERIAL HIGHWAY PROPERTY FOR POSSIBLE DECERTIFICATION

STATE OF CAL!FORNJA---BUSINESS. TMNSPORIAI!QN AND HQUSJNG AGENCY

DEPARTMENT OF TRANSPORTATION DISTRICT 12 RIGHT OF WAY 3347 MICHELSON DRIVE, SUITE I 00 IRVJNE, CA 92612-8894 PHONE (949) 724-2884 FAX (949) 724-2622

Mr. Don Jackson Property Management Orange County Water District PO Box 8300 Fountain Valley, CA 92728

Dear Mr. Jackson:

EDMUND G. BROWN. Jr. Goyernor

September 5, 2012 District 12-0range County

Flex your power/ Be energy efficient!

It was a pleasure speaking with you regarding your interest In property owned by Caltrans. In response to your inquiry regarding the parcel at SR-91 and Imperial Highway, below. is an outline of the requirements and procedures for having a parcel declared as excess land and made ready for public sale.

INFORMATION REGARDING THE SALE OF CAL TRANS PROPERTY AND/OR PROPERTY RIGHTS:

In order to dispose of real property rights in the Caltrans right of way, a decertification process must be undertaken. This process entails conducting a Feasibility Study Request to determine if the property rights are not presently, nor In the future, necessary for a Caltrans project or any other public project. All interested State departments, and in some cases the Federal Highway Administration, must be contacted and subsequently"i:igree to the decertification oHI"le parceL [In orderfor Caltrans to acquire property and/or property rights for transportation related purposes, Caltrans must "certify" the need for the property, hence the word "decertify" is used to allow the disposal of the property.]

Following the decertification process, an appraisal is obtained to determine the market value of the subject property or property rights. Parcels considered "of notable environmental value" per Streets and Highways Code Section 118.6 and that qualify for park or recreational use will be offered to local agencies before the parcels are offered to the general public. If the parcel has access to a public street, whether capable or incapable of independent development, it will be offered via competitive bid to the general public. If it does not have access to a public street (landlocked), it will be offered to the adjoining owner(s). The sale is subject to the approval of the California Transportation Commission. Please be advised that the entire procedure may last anywhere from six {6) months to several years. ·

All of the costs associated with the decertification and subsequent sale of the parcel are borne by the requestor. An initial decertification deposit of $25,000.00 is required by the Department of Transportation to allow our Accounting Branch to set up an account to start the decertification process. [In some cases, this amount will be more.] All work conducted by the Department for the decertification process will be charged to this account. If the process depletes this account, the Accounting Branch will bill the requesting party for additional deposit funds. All work on the process will stop when the account nears zero dollars ($0.00). If the process does not deplete the entire deposited amount from the account, we will refund the remainder to the requestor.

This deposit is not part of the purchase price. In addition, the deposit is not a guarantee that the sale will be approved by the California Transportation Commission nor does it give you any special advantage at a public auction, should it be deemed appropriate to sell the property rights in that manner.

"Caltrans improves mobility across California"

Mr. Don Jackson September 5, 2012

If you wish to proceed, please forward a certified check or money order in the amount of Twenty-Five Thousand Dollars ($25,000.00) payable to the Department of Transportation, along with a letter stating your intentions, and a Caltr(lns right of way map (11x17 or smaller) showing the property or the property rights you want decertified. [Caltrans right of way maps are available from the record maps office at 3337 Michelson Drive Suite 100, Irvine, CA 92612. The county, the route number, and the post mile number are necessary information to facilitate in processing your request.] Please send your request to the attention of Robert Enriquez, Office of Right of Way at 3347 Michelson Drive Suite 100, Irvine CA 92612

If you have any questions or concerns regarding thi~ information, please feel free to contact Ms. Franci Coleman at (949) 724-2710 or her supervisor, Robert Enriquez, Branch Chief, Excess Land, Office of Right of Way, at (949) 724-2406.

~Y~ Jessica Freeman Right of Way Agent Acquisitions/Office of Right of Way

c: Robert Enriquez Franci Coleman file

"Caltrans improves mobility across Califorr>.ia"

4

AGENDA ITEM SUBMITTAL Meeting Date: May 23, 2014 Budgeted: N/A Budgeted Amount: N/A To: Property Management Cte. Cost Estimate: N/A Board of Directors Funding Source: N/A Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: STATUS UPDATE ON OPTION TO LEASE TO ORANGE COUNTY ENERGY

PARK, LLC FOR PROPOSED ELECTRICAL GENERATION FACILITY ON THE BALL ROAD BASIN PROPERTY

SUMMARY On December 13, 2013, the District and Orange County Energy Park, LLC (OCEP), a subsidiary of Competitive Power Ventures, Inc. (CPV), executed a four year Option Agreement for Lease of the District’s Ball Road Basin property (Property) for a proposed gas fired electrical generation facility (Plant). At the February 5, 2014 Board of Directors meeting, the Board requested that staff provide an overview of the terms of the Option to Lease and a status update about the Option Agreement at the February 19 Board meeting, which was deferred. Staff will review the terms and provide a status update. Attachment(s): Summary of Terms of Option to Lease Agreement Summary of Terms of Lease Agreement Presentation

RECOMMENDATION Informational. BACKGROUND/ANALYSIS Overview of the Option to Lease Agreement On December 9, 2013, the Board authorized execution of a four year Option Agreement for the Lease of the Property to OCEP for the Plant. Additionally, the Board authorized the General Manager to execute an agreement to sell GWRS water to CPV (Water Agreement) at the MWD Tier II rate under the same terms provided to the City of Anaheim Canyon Power Plant for up to 400 acre-feet per year of water. On December 13, 2013, the District and OCEP executed the Option Agreement As consideration for the Option Agreement, OCEP paid the District $100,000 as an option processing consideration to partially defray the District’s costs in connection with engineering and related due diligence activities relating to OCEP’s requested option, and the analysis, documentation and negotiation of the Agreement. Additionally, per the payment milestones

specified in the Option Agreement, OCEP has paid $250,000 upon execution of the Option Agreement, and is scheduled to make a 2nd payment the earlier of (i) submission to the California Public Utility Commission (CPUC) of an executed Power Purchase Agreement with Southern California Edison (SCE) pursuant to the Request for Offers or (ii) June 15, 2014. As the Option Agreement has a four-year term, additional option year payments are scheduled as follows:

Option Year 2 (December 13, 2014) $500,000 Option Year 3 (December 13, 2015) $600,000 Option Year 4 (December 13, 2016) $600,000

During the Option period:

The District will provide OCEP access to the Property to conduct surveys, soils and geotechnical and environmental inspections and tests, and any other inspection, studies and tests reasonably required by OCEP for the Plant;

OCEP will indemnify OCWD from 3rd party challenges to the District’s decision to approve the Option agreement or to lease the premises to OCEP, or the District’s determination that approval of the Agreement is exempt from CEQA; OCEP has deposited $500,000 with the District as security for the indemnity and, if a challenge is filed, is obligated to deposit an aggregate of $2,000,000 until the challenge is resolved, with any excess over $500,000 returned to OCEP;

OCWD and OCEP will determine the location for non-exclusive easements to be granted to OCEP upon exercise of the Option on land adjacent to the Property for the construction, operation, repair and maintenance of utility facilities, pipelines and related facilities;

OCWD and OCEP will determine the locations for the potential construction and operation of three District injection wells and associated pipelines; and one monitoring well that the District will reserve from the lease on the Property;

OCWD shall, at OCEP’s request, join in all applications for licenses, permits or other approvals necessary for the Plant at OCEP’s expense;

OCWD will not publicly oppose the Plant, however, the District may comment on noise, light and glare, landscape and architectural design features, construction traffic and dust control;

OCWD may grant any rights or interests in the Property with the consent of OCEP, which may not be unreasonably withheld;

Neither party may assign or transfer its interest under the Option Agreement without the prior written consent of the other party, with the exception of assignment to an affiliate or purchaser of all or substantially all of the party’s assets; or the merger of a party;

The General Manager has authority to grant all consents and approvals required of the District under the Option Agreement, other than approvals pertaining to assignment by OCEP of OCEP’s interest under the Option Agreement, or in providing comments to the preliminary plans for the Plant.

Certain information provided during the Option period will be identified as confidential and, unless required to by Public Records Act, subpoena or other process of law, the District will maintain that information as confidential;

The Option Agreement provides OCEP with a 4 year term in which OCEP can execute the option to lease the Property, provided however, that it must accomplish one of the following within 2 years of execution of the Option Agreement (i.e., by December 13, 2015):

1. Enter into an agreement for the sale of electricity and/or ancillary services; or

2. File an application of certification with the California Energy Commission (CEC); or

3. File an application for a permit to construct an electric generating facility with the Southern California Air Quality Management District (SCAQMD);

Additionally, to exercise its option, OCEP must:

Submit to the District for its review and comment preliminary architectural and landscaping plans for the Plant that address sound attenuation and visual screening. OCEP shall modify preliminary plans in response to the District’s comments, except when to do so is infeasible for practical, technical or economic reasons. OCEP and the District will meet and confer regarding the proposed modifications in an effort to identify feasible modifications.

Provide evidence satisfactory to the General Manager, that OCEP has the financial

resources to it for financing of the construction of the Plant.

Use commercially reasonable efforts to formulate a construction traffic plan for its development of the Plant that avoids use of Phoenix Club Drive located adjacent to the Anaheim Automobile Center, provided that such avoidance is achievable and commercially reasonable from a technical and economic perspective. To facilitate such avoidance, the District will cooperate with providing OCEP with other means of access to and from the Premises for construction of the Plant, as long as it does not interfere in District operations.

Once the terms of the Option Agreement are met, and OCEP is eligible to exercise its option, OCEP may exercise its option by:

1. Delivering to OCWD written notice to exercise the option; and

2. Delivering to OCWD executed originals of the Lease and Memorandum of Lease; and

3. Delivering to OCWD the first quarterly installment of the first year’s rent.

The lease would be for an initial Development and Construction period of up to two years, during which time the annual Development and Construction Rent would be $1,500,000, and then an operating period of 20 years, with OCEP having three optional ten-year Renewal Periods. The annual Base Rent during the 20 year Operating Period would be $1,750,000,

with a payment adjustment for SCE contract capacity in excess of 400 MW of $1,000 per MW. Every 30 months, the Base Rent would be increased by 2.5% per annum, compounded annually. For each ten-year Renewal Period, the rent would be adjusted to the Market Rental Value (MRV) of the Property, which would be determined by an appraiser. However, the MRV will not be less than the prior month’s rent. The MRV will become the new Base Rent and will be subject to the 2.5% per annum increases every 30 months. Status of the Option to Lease On December 16, 2013, OCEP submitted its bid to SCE for the Local Capacity Requirements (LCR) Request for Offers (RFO). Per SCE’s LCR RFO schedule, SCE was to determine a short list of bidders responding to the RFO by January 30, 2014. Staff was notified by OCEP that their proposal in response to SCE’s LCR RFO did not make SCE’s short list. According to OCEP, SCE advised that OCEP’s proposal not making the SCE short list was not a result of local opposition nor of OCEP’s project location in an area not considered high or medium value, and OCEP was advised that it was likely due to the economics of the proposal. OCEP staff advised that the CPUC may authorize SCE to issue another RFO at some time in 2014 and that OCEP anticipates submitting a proposal in response to that RFO. The next milestone per the Option Agreement is the payment of $250,000 to the District either upon OCEP submitting an executed Power Purchase Agreement with SCE to the CPUC or on June 15, 2014. As for the Water Agreement, staff and OCEP have not yet developed or executed an agreement. PRIOR RELEVANT BOARD ACTION(S) 12/09/2013, R13-12-145 - Authorize execution of Option Agreement for the Lease of Real Property to Orange County Energy Park, LLC for proposed gas fired electrical generation facility on the Ball Road Basin property; and Authorize the General Manager to execute an agreement to sell GWRS water to CPV at the MWD Tier II rate under the same terms provided to the City of Anaheim Canyon Power Plant for up to 400 acre-feet per year of water. 09/18/2013, R13-9-123 - Approve amendment to Exclusive Due Diligence and Negotiation Agreement with Competitive Power Ventures, Inc. to allow use of the property as a park by the City of Anaheim so long as it is consistent with the development of the power plant that CPV proposes. 8/21/2013, R13-8-110 - Approve and authorize six-month Exclusive Due Diligence and Negotiation Agreement with Competitive Power Ventures, Inc. for a potential future lease for an Electrical Generation Station.

Location Map BALL ROAD AND PHOENIX CLUB DRIVE

 SUMMARY OF TERMS 

OF OPTION TO LEASE AGREEMENT 

Term  Description 

1. Optionee  Orange County Energy Park, LLC 

2. Option Premises   Ball Road Basin Property 

3. Use of Premises  Development, construction, operation, alteration, repair and maintenance of a natural gas fired electric generation facility and certain ancillary equipment and interconnection facilities 

4. Option Term  4 Years 

5. Effective Date  Date option signed 

6. Option  Lease of premises; and Grant of non‐exclusive easements 

7. Option Processing Consideration  $100,000 

8. Rent  Year 1  (Dec 2013)  $250,000    (Jun 2014)  $250,000 Year 2      $500,000 Year 3      $600,000 Year 4      $600,000 

9. Easements  OCWD and Optionee to work out location of Optionee’s easements 

10. Insurance  Worker’s Compensation ‐          $1,000,000 Commercial General Liability – $2,000,000 Comprehensive Automobile ‐   $1,000,000 

11. Review of Plans  OCWD to review architectural and landscape plans during Option period 

12. Exercise of Option to Lease  Optionee to accomplish one of the following within two years as a condition to exercise Option: 

a) Entered into agreement for sale of electricity; 

b) Filed an application for certification with the California Energy Commission; 

c) Filed an application for permit to construct with SQAQMD. 

13. 3rd Party Challenge Indemnification  Optionee to indemnify  OCWD for  3rd party challenges to OCWD’s decision to approve Option agreement or to lease the premises to Optionee, or OCWD’s determination that approval of the Agreement is exempt from CEQA 

14. Restriction on OCWD’s ability to oppose project 

OCWD will not oppose the project 

15. Optionee’s Exclusive Remedy  Optionee covenants not to sue OCWD for monetary damages 

16. Implementation decisions  General Manager to make most implementation decisions  

SUMMARY OF TERMS 

OF LEASE AGREEMENT 

Term  Description 

1. Lessee  Orange County Energy Park, LLC 

2. Lease Premises   Ball Road Basin (see Schedule 2.1(b)) 

3. Use of Premises  Development, construction, operation, alteration, repair and maintenance of a natural gas fired electric generation facility and certain ancillary equipment and interconnection facilities 

4. Effective Date  Lease:    Date Lease signed (when Option      exercised, no later than 4 years     after Option signed) Dev & Const:  Date Lease signed. Base Term:  No later than 2 years after      Effective Date of Lease. 

5. Operation Date  Any time after Effective Date  but no later than the end of the Development & Construction Period 

6. Rent  Development & Construction Period Year 1      $1,500,000 Year 2      $1,500,000  Base Rent Period Years 1 ‐ 20    $1,750,000* * 2.5% per annum increase every 30 months;   3 10‐year Renewal Periods Rent adjusted by Market Rent Value every 10 years. 

7. Easements  OCWD to grant easements for utilities and access.  

8. Impositions  Lessee responsible for real estate taxes, assessed fees, and income taxes. 

9. Assignment  With OCWD consent except if assignment is to Lessee’s affiliate or for financing purposes. 

10. Title to  Project Improvements  Vested in Lessee. 

11. Condition of premises upon termination date 

Lessee to remove all above grade improvements and  subgrade improvements to  20 feet, other than pilings which shall be removed to  6 feet below grade. 

12. Memorandum of Lease  Lessee may record a Memorandum of Lease. 

13. Insurance  Worker’s Compensation ‐          $1,000,000 Commercial General Liability – $4,000,000 during         construction  Commercial General Liability – $2,000,000 after          construction  Comprehensive Automobile ‐   $1,000,000 Umbrella Liability ‐                     $10,000,000 Pollution Liability –                     $2,000,000 

14. Reservations  OCWD reserves the right to maintain and repair the existing GWRS pipeline at the edge of the property and facilities and to construct 3 water injection wells and 1 monitoring well.   

15. 3rd Party Challenge Indemnification  Lessee to indemnify for  3rd party challenges to OCWD’s decision to approve Lease agreement or to lease the premises to Lessee, or Lessee’s determination that approval of the Agreement is exempt from CEQA 

16. Implementation decisions  General Manager to make most implementation decisions  

 

Term

-------

Option Period

Access to Property

3rd Party Challenges

Description

Orange County Energy Park, LLC, a wholly owned subsidiary of Competitive Power Ventures, Inc.

4 years

OCWD to provide access to OCEP

OCEP indemnifies OCWD from 3rd party challenges

NOTICE OF EXEMPTION From th4i Raqulram•nb of the C.lifoml• Envlronmenul Quality Act (CEQA)

TO COUNTY ClERKICol.wl!y oj O!ongo PO &c.231 --C402102

FROM 0nonge Col.nty Wow Ooolnct ~&W·~~ 18100W....:~s:tr..l

- V-C4t7101 PROJECT nnE ()poon 10 L-IOOnonge County "'*l!Y ..... LLC fol 1'!opooo0 Thennol Powe• EJedrical Gener'lltlon Faclity On !he S.l RoN 8111in Pfoolny

NAME & AOORESS OF APPUCAHT Ononge Coonly fne<gy """' (OCEPI. do ~YO -V-50-H<l Ol!ioo Pori<. S..IO 300. a--. MA 021&4

NAME OF PU8UC AGENCY APPROVING PROJECT 0nnge Coo.nty Wo,_ Oollnct (OCWDI

APPROVAL DATE: ~ tO, :2013

PROJECTLOCAnOH Genetalynurlnl8tMctlondBal Ra.d and PholniXCiubOrfve

CITY..,..._ COUNTY Ononge

OESCRIPOON OF THE PROJECT -""" ·-ot on ()poon ~lor 1ho- o1 .... Pf'OPtC'TY 10 OCEP 101' a proposed lhet'mal pcw.w ~ oenerauon fACility on tt. Ball RO«S a.-., Property Tho""""" il I~ ona owly OOCOY>ty by OCWD 10- OCEP 10 ........ o-10-~ Edilon Ccmloonr let,.- ollho -vr from 1ho ~- - 10-by.,. CMiortU Energy Comtnd.s<W'I (CE.C} N part d itt ~. lhe CEC ..... prtpate lftlf'lfOI"'mttnCCi ttudtM tn

~ wiln c.t.fCHT~~e EnWonment.tl Outily Act Section 15271 '01' ttw ~ ~end _oj.,. .._...,locd.tyon 1ho BoiiR<>oo Boson "'-'1'

"-KordM In Oftkl•l lte.couh Onnge County

EXEBST=~kt5200(•11 1ilnii~~~t(~t~I' II 50 0C 8 ~~i:\~,~~:)&(bJ} io11~~010~30~ 12/11/1; . X ~ExemPt#~. 5tft Code I'U"\W. 15271 12 Ollo:l Z01 Q c.tegcnr.al~ S&atociiM..:i~«:t~C:~ni'IU!ftbor O.OOIO.OOOOOOOOOOOOOOOOOOOO

REASON(SI WHY PROJECT IS EXEMPT FROM CEOk

Tho-Otqoctloonoo.ty--by•f'Wk-ncyiO.-OCEPIOIU"""'on __ ... _ ........... - . ...,..ng .... _ ...... .._..._"""' __ """ taa1ay on property owned bV OCWO, and the c..iomia Energy Cotntniuo1.,...1 oonduct tnWonrnentll ,........., ., '*' o1 b c:ontJder8tlOn ""'*"-eo·~ ~ Pf'OPCIMCi PIOita

TELEPHONE: (7t4) 378-3276

=~u:..::='~- DATE IZ -II· ZIJ/) =~~::!....IU~~/Q=""'"f j, /..qi,.,J ~tM'C-ef

Otange County Woter [l;stti(;t 18700 Wold Stteot

Fountsio Valiey, CA 92708 (714)378-3200

NOTICE OF EXEMPTION

FILED oec 11 2013

From tho Requirement& of the C.allfomla Environmental Quality Ac t {CEQA)

TO· COUNTY ClERK/Couney of Orange P 0 8oiC 238 Alnn.,.., & WMirlhed Management Santa Ana. CA 92702 t8100 WertJ Street

Fourun V'*'f CA t2108 PROJECT TinE. Execute an agreement to sell up to 400 acfe-leel per YNf d water kom the Gtoundwater Replenishment System tor a proposed Thermal Power Eleet.nc:* Gonetetion Feolity

NAJIE & ADDRESS OF APPUCANT: Orange Ccu1ty Energy P¥k (OCEP), do Compebb'Ve Power Venturts 50 Bnlintree Hil C>rrtee Patte, Swte 300. BrainttM. MA 02184

NAME OF PUBLIC AGENCY APPROVING PROJECT: Oraogo CountyWatot O.Stna (OCWD)

APPROVAL DATE: o-noo< tO, 2013

PROJECT LOCATION: Generally neorlnt..- d Sal-ono-Club Olive

CITY. -- COUNTY: O!aogo

OESCRIPnON OF TliE PROJECT: Execution of an agreement to ael up to 400 aaa-faet per year of wa1er lrom the ~let Replenishment System ao OCEP for a proposed Thennal Power EJectrical Generabon Facility on the Bal Road Ba.Y'I Property . The project il • ptelirr'Mary and eatty actMty by OCWO 10 allow OCEP to tubmtl a ptOPONII 110 Southern C.liforr.s Edison Company fet lhe wle of tne energy frem the ptOPOMd "*'l. f.Ubte<:t to~ by the CaliforrU Energy Commtssion (CEC). As part d its ~. the CEC will prepare env~ronmentat studies in eccordance With State CEOA ~Section 15271 fOf the proposed developnent and operabon of the proposed faolity on lhe ~Road Ba~ Property.

EXEMPT STATUS

~ M.,...... js.e,. 15263} DecWed Emergl!lncy (Sec._ 152U(a)) Emet--(Soc. l$200(ol&(bl ) Gefwal A.;ie (Sec. 1$0&1(D)(3))

X ~ExemptiOn: &at. Code fU'nber" 1527' D Cetegoncll ExernPbQt\. StaM cLaN~ MCbOr\ I'IUtnbef

REASON(S) WHY PROJECT IS EXEMPT FfiOM CE'~:

Reeo..OH 1n omc:tal fltcOfds., Of•• County

~~r~tnrm:qrfJlql'~·~~~~ 50.00 201385001030 tO 25 am t2/t7113 t7:J &2 ZOI ~.00 10.00 0.00 0.00 0.00 0.00 0.00 0.00

The prcli)OMCI pro,ect Is an .,tty KtMty ~ by a pubic: agency to aliow OCEP to SUbmit an ap()lleauon 101 ·~ of me tor !he dft,gn, ~ and engineering lor the proposed ek!Jctrical g«MMf'Btaon faclM)t Oft PI09II'fY OWl'*:! by OCWO. and the C.hfonu Enecgy CommtSsbn will conduct enwort:rnenbll ~ n e>ar1 of its ~ation whelher to appcow the propc:tHd prqect.

POSTED

Term

Non-exclusive Easements

Injection and monitoring well sites

--~

Applications for Approvals

Restriction on OCWD's ability to oppose project

Granting rights

Description

Determined during option period

Determined during option period for reservation in lease

District to join in approvals for

Plant if necessary

OCWD will not oppose the project

OCWD may grant rights or interests with OCEP consent

Easement Property

o 100 loo •oo ~ 1 i

SCALE '~ rur

Term

Assignment

Implementation Decisions

Confidentiality

OCEP's exclusive remedy

Description

Neither party may assign without other party's consent

General Manager to make most implementation decisions

Certain information provided by OCEP may be confidential

OCEP will not sue OCWD for financial damages

Term Description

To Exercise of Option to Lease CPV to accomplish one of following within 2 years:

• Enter into agreement for sale of electricity;

• File application for certification with the CEC;

• File application for permit to construct with SCAQMD.

Term Description

To Exercise of Option to Lease CPV must:

• Submit architectural & Landscape plans for District review & comment;

• Provide evidence of financial resources to General Manager;

• Make best efforts to formulate construction traffic management plan

===================-=== ===========

Term Description

To Exercise of Option to Lease CPV to submit:

• Written notice to exercise option

• Executed Lease

• First quarterly installment of first year's rent

Year

Option Processing Consideration

Year 1 Dec 2013 '--------- ----

Year2

Year3

Year4

Jun 2014

Amount

$100,000

$250,000 ---- -----

$250,000

$500,000

$600,000

$600,000

----

Term

Monetary Default

--Non-monetary Default

Description

OCEP fails to pay any payment and failure continues for 3 business days after written notice by OCWD

Non-compliance with terms that continues for more than 20 days after written notice by OCWD (other than insurance) unless OCEP requires additional time & has made diligent effort to cure within the 20 days; not longer than 120 days.

-

OCWD can terminate the Option Agreement with written notice of default.

Term Description

OCEP

Development & Construction Term 2 years

Operating Term 20 years with 3 x 1 0-year

Renewal Periods

OCWD to grant easements

CPV responsible for taxes

Item

Decommissioning

------------'

3rd Party Challenges

Term

CPV to provide fund or Letter of Credit and comply with CEC

OCWD right to maintain and repair GWRS pipeline and construct 3 water injection wells and 1 monitoring well

CPV to indemnify OCWD from 3rd party challenges

Item

Implementation Decisions General Manager to make most implementation decisions

Year

Year1 L____ ____ _

Year2

Development & Construction

Period --

Amount

$1,500,000

Base Rent Years 1 - 20 $1,750,000

3 x 10 Year Renewal Terms

2.5%> per annum increase every 30 months

Adjusted by Market Rent Value every 1 0 years

5

AGENDA ITEM SUBMITTAL

Meeting Date: May 23, 2014 Budgeted: Yes Budgeted Amount: $100,000 To: Property Management Cte./ Cost Estimate: $100,000 Board of Directors Funding Source: N/A Program/ Line Item No. N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: STATUS OF THE GENERAL PLAN AMENDMENT AND ZONE CHANGE

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

SUMMARY A General Plan Amendment and Zone Change (GPA/ZC) application was previously filed with the City of Anaheim (City) proposing a land use change from Open Space / Transitional to General Commercial for the District’s Ball Road Basin property (Property) and an Environmental Impact Report (EIR) is being prepared on the City’s behalf by the District to comply with the California Environmental Quality Act (CEQA). The District’s EIR consultants have begun the EIR development process; however, due to the execution of an Option to Lease with Orange County Energy Park, LLC, and the City’s intention to acquire the Property for use as a Park, the City is requiring additional analysis in the EIR, which will require a change order for the EIR consultants. Staff will update the committee on the status of the GPA/ZC. Attachment(s): Letter to City of Anaheim re: Ball Road Basin Draft Environmental Impact Report

dated May 19, 2014 RECOMMENDATION Informational. BACKGROUND/ANALYSIS The Board previously authorized a GPA/ZC application from Open Space / Transitional to General Commercial with the City for the Property. As part of the process, an EIR is being prepared by Environmental Advisors, LLC. The City is the Lead Agency for the EIR and the City has hired The Planning Center to conduct an independent peer review of the EIR at the District’s expense. The First Screen Check Draft EIR (DEIR) developed by Environmental Advisors has been reviewed by City staff and by the City’s independent peer review. Environmental

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Advisors has submitted the Second Screen Check DEIR to District staff for review, incorporating the City’s and peer review comments. In December 13, 2014, the District executed an Option Agreement for a Lease of the Property with Orange County Energy Park, LLC, a wholly owned subsidiary of Competitive Power Ventures, Inc. for potential use as an electrical generating facility. Staff was advised by the City that, because major utility facilities are not a permitted use within the City’s Transition Zone (the predominant zoning for the Property) when located on property designated as Open Space by the General Plan; however, they are a conditionally permitted use under the City’s General Commercial Zone, and that because of the possibility of a lease for use as an electrical generating facility, that use must also be evaluated as an alternative. Additionally, the City proposes to acquire the Property for use as a park, and has submitted an application to request a General Plan Amendment to designate the project site as Parks and to rezone the project site to Public Recreation. Because there is the possibility of a potential use of the Property by the City as a Park, the City has advised that park use must also be evaluated as an alternative to the project. The City has also asked that the objectives of the GPA/ZC EIR be modified and include the City’s objectives, which would be provided by the City at a future date. Based on the City’s requirements, Environmental Associates prepared a Change Order to address completing the EIR with the City’s requirements. The Change Order total is $66,800. At the March 28 Property Committee meeting, staff presented the Change Order to the Committee. However, the Committee directed staff to respond to the City’s request by letter requesting further clarification of the City’s position that the additional alternatives be evaluated in the EIR. Staff responded with a letter to City of Anaheim Staff Planning Director on May 19, 2014. Staff will update the Committee. Next Steps

1. Completion of the Draft EIR

2. Release of Draft EIR by City of Anaheim

3. Preparation of response to comments on Draft EIR

4. Planning Commission review and approval.

5. Anaheim City Council review and approval.

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Summary of Prior Steps Taken November 2006 Letter to OCFCD regarding developing the Ball Road Basin property including

resolving flood easement on Ball Road Basin February 2007 Letter from OCFCD requesting evaluation of specific issues including a

Hydrology and Hydraulics study prior to conceptual approval of releasing flood easement on Ball Road Basin

July RFP issued by OCWD Engineering for Hydrology and Hydraulics study of Ball Road Basin and Chantilly Storm Channel

August Filed General Plan Amendment and Zone change with $22,000 deposit with the City

September Agreement approved with Boyle Engineering for Hydrology and Hydraulics

study of Ball Road Basin and Chantilly Storm Channel Received City staff comments regarding the General Plan Amendment and Zone change

October Staff met with City staff to review City staff’s comments regarding the General

Plan Amendment and Zone change January 2008 Staff and Boyle met with OCFCD to discuss the Hydrology and Hydraulics study

and OCFCD’s requirements for conceptual approval of the levee encroachment and improvements to the Chantilly Storm Drain Extension to the Santa Ana River

February Meeting with Army Corps of Engineers (Corps) to discuss the Hydrology and

Hydraulics study and Corps’ requirements for conceptual approval of the levee encroachment and improvements to the Chantilly Storm Drain Extension to the Santa Ana River

March Letter sent to the Corps by Boyle requesting conceptual approval April Letter received from Corps stating conceptual approval Staff and Boyle met with OCFCD to discuss the Corps conceptual approval Letter sent to OCFCD requesting conceptual approval

August Letter received from OCFCD stating conceptual approval and would be able to

relinquish their easement over the Basin provided that certain criteria, as outlined in the letter, are met

September Boyle finalized the Hydrology and Hydraulics report October Draft Agreement sent to OCFCD March 2009 Staff received a revised draft Agreement and is reviewing April Staff has reviewed the agreement and has requested a meeting with OCFCD to

4

discuss and clarify several items including assignment of the agreement to another party.

May Staff met with OCFCD staff to discuss and clarify several items including

assignment of the agreement to another party.

June Staff sent revised agreement to OCFCD. October Staff discussed changes to agreement with County Counsel.

Staff advised by OCFCD that they are still reviewing the draft Agreement

April 2010 Staff received a revised draft Agreement and is reviewing May Staff reviewing revised draft Agreement June Staff submitted comments regarding Guaranty to OCFCD August Staff met with OCFCD to discuss Guaranty and potential alternatives

Staff received a revised draft Agreement and is reviewing

September Staff reviewing revised draft Agreement

Staff advised that OCFCD will be providing additional revisions

November Staff advised that OCFCD is finalizing the revised draft Agreement December Staff received revised Agreement from OCFCD January 2011 Staff reviewed Agreement and provided additional comments to OCFCD February Staff met with City staff to determine how to proceed with the GPA/ZC March Staff received final draft Agreement from OCFCD April Filed an updated application for the GPA/ZC May Hired Chamber’s Group, Inc. for CEQA Initial Study August OCFCD sent signing copies of agreement for OCWD signature September Returned signed copies of the agreement to OCFCD for processing. October Met with Anaheim Planning and Traffic staff to discuss traffic study

requirements in the Initial Study January 2012 Chambers developing Initial Study (traffic study)

OCFCD agreement agendized for OC Board of Supervisors approval

February Chambers continued development of Initial Study (traffic study and air quality

report)

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March Chambers continued development of Initial Study (waiting for Anaheim data for

traffic study) April Traffic and Air studies complete and Chambers has provided a draft Initial Study

for staff review May Staff reviewing draft Initial Study July Final version of Initial Study received from Chambers

Initial Study provided to City of Anaheim

August Board authorized issuance of an RFP for preparation of an EIR

City of Anaheim provided comments on the Initial Study

September Initial Study revised by District environmental consultant and provided to City

for additional comments October

City of Anaheim provided additional comments on the Initial Study Initial Study revised by District environmental consultant and provided to City for additional comments Issued RFP to select consultant to prepare EIR

November Received proposals to prepare EIR; review proposals and interview firms December

Board authorized preparation of an EIR by Environmental Advisors for the Ball Road Basin Property; and Engineering Support services from Adams- Streeter Engineering.

January 2013

Held EIR kickoff meeting with consultants.

February NOP distributed and 30-day review period started Held EIR scoping meeting with City of Anaheim for public comment

March

NOP 30 day review period ended and City has received public comments.

April Technical studies for EIR prepared May

Draft technical studies out for review

June

Final technical studies out for review

July

First Screencheck Draft EIR reviewed by staff, City staff and peer review

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August

First Screencheck Draft EIR reviewed by staff, City staff and peer review

September

Second Screencheck Draft EIR under development

October

Second Screencheck Draft EIR under review by staff. Meeting with City staff regarding use as a Utility under Commercial land use designation

December

Lease Option Agreement executed with Orange County Energy Park, LLC. (OCEP), Competitive Power Ventures, Inc. – “CPV”)

Second Screencheck Draft EIR under review by staff.

January 2014

Meeting with City of Anaheim to discuss additional EIR requirements.

February

Received NOP for EIR from City of Anaheim for City’s proposed GPA/ZC to Park

March

District sends response letter to NOP

PRIOR RELEVANT BOARD ACTION(S) 04/03/13, M13-46 Authorize issuance of a checks in the amount of $57,500 to

City of Anaheim for additional funds deposit for the General Plan Amendment and Zone Change; for Sewer Study; and for peer review of the Environmental Impact Report

12/19/12, R12-19-145 Authorize issuance of a Work Order to Environmental Advisors to prepare an EIR for an amount not to exceed $185,921; and an Agreement with Adams-Streeter for engineering support services in the amount of $24,700

9/7/11, M11-144 Authorize issuance of work order to Chambers Group for an amount not to exceed $21,000 to prepare traffic and air quality studies

3/2/11, M11-41 Direct staff to hire a consultant to prepare initial study and determine appropriate CEQA documentation (resulted in hiring Chambers Group for the amount of $32,611)

02/2/11, R11-2-12 Authorize the General Manager to finalize and execute the Chantilly Storm Channel Agreement with Orange County Public Works Department- Flood Control Division

9/5/07, R07-9-118 Authorize issuance of Professional Services Agreement to Boyle Engineering Corporation for an amount not to exceed $47,233 for the Ball Road Basin Hydrology and Hydraulics Study

8/15/07, M07-111 Authorize General Plan Amendment and Zone Change Application with City of Anaheim for Ball Road Basin and

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issuance of a check in the amount of $22,000 to City of Anaheim for the application deposit.

7/18/07, M07-103 Authorize issuance of RFP for Hydrology and hydraulics Study of Ball Road Basin

5/2/07, M07-71 Direct staff to investigate approach for clearing entitlements from Ball Road Basin property

10/18/06, M06-131 Determine Ball Road Basin not suitable for surface recharge, or storage; and retaining a portion of the basin for potential injection well recharge using GWR

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Location Map BALL ROAD AND PHOENIX CLUB DRIVE

DIRECTORS OFFICERS

PHILIP L. ANTHONY

KATHRYN L. BARR

President SHAWN DEWANE

DENIS R. BILODEAU, P.E.

SHAWN DEWANE

JAN M. FLORY

CATHY GREEN VINCENT F. SARMIENTO, ESQ.

STEPHEN R. SHELDON

SINCE 1933

HARRY S. SIDHU, P.E. ORANGE COUNTY WATER DISTRICT ROGER C. YOH, P.E.

ORANGE COUNTY S GROUNDWATER AUTHORITY

May 19, 2014

Sheri Vander Dussen, AICP Planning Director City of Anaheim 200 S. Anaheim Blvd, Suite #162 Anaheim, CA 92805

Subject: Ball Road Basin Draft Environmental Impact Report

Dear Ms. Vander Dussen:

First Vice President

CATHY GREEN

Second Vice President

ROGER C. YOH, P.E.

General Manager MICHAEL R. MARKUS, P.E., D.WRE

In a letter to the Orange County Water District (OCWD) dated December 3, 2013, the City provided additional comments on the Screencheck Draft Environmental Impact Report (EIR) being prepared in conjunction with OCWD's proposed Ball Road Basin General Plan Amendment and Zone Change. In the letter, the City stated that 'the proposed power plant must be analyzed in the EIR. ' The City's letter also stated that 'analysis of a park should also be included in the EIR. ' This letter provides OCWD's response to the City's December 3 rd letter.

OCWD has not initiated any process or action to itself develop an electrical generation station or other form of power plant at the OCWD property generally known as Ball Road Basin. OCWD has entered into an agreement with Orange County Energy Park, LLC, for an option to lease the Ball Road Basin. There is currently no lease of the Ball Road Basin property, only an option to lease. The potential power plant is speculative. Orange County Energy Park has not submitted an application for a power plant to the California Energy Commission, which is the governmental body that would approve or disapprove if an application was submitted. Additionally, if there was an application for a power plant submitted to the California Energy Commission, OCWD would not be the applicant. The applicant would be the Orange County Energy Park. Furthermore, if an application is made to the California Energy Commission (CEC) and an environmental analysis is conducted for a proposed power plant, the CEC would be the governmental body that would conduct the environmental analysis.

The City's letter states a power plant should be analyzed as a project alternative. A power plant is not consistent with the objectives contained in the Screencheck Draft EIR, which regard a General Plan Amendment/Zone Change to change the City's General Plan Land Use designation to General Commercial and change the zoning designation to the General Commercial Zone. The California Environmental Quality Act (CEQA) Guidelines state 'An EIR shall describe a range of reasonable alternatives to the project, or to the location of the project,

PO Box 8300 18700 Ward Street (714) 378-3200 www ocwd com Fountain Valle CA 92728-8300 · - · ·

Ms. Sheri Vander Dussen May 19, 2014 Page 2 of 2

which would feasibly attain most of the basic objectives of the project but would avoid or substantially lessen any of the significant effects of the project, and evaluate the comparative merits of the alternatives.' (CEQA Guidelines, Section 15126.6).

OCWD likewise has not initiated any proceeding or action to develop a park or similar use at Ball Road Basin . The City has begun evaluation of a proposed park for the Ball Road Basin site. For the park proposed by the City, OCWD is not the applicant and has not taken any action to support that potential use on its property. A park is not consistent with the objectives contained in the Screencheck Draft EIR, which regard a General Plan Amendment/Zone Change to change the City's General Plan Land Use designation to General Commercial and change the zoning designation to the General Commercial Zone.

The City's letter stated that the power plant and park should be discussed and analyzed in the EIR in three ways. The first is that the power plant and park should be identified as competing , likely projects in the background section of the EIR. OCWD is agreeable to describing the two projects in the background section of the EIR, but not as 'likely' projects. The second manner in which the City requested the power plant and park be included in the EIR is to describe the review process for each project. OCWD concurs with this request. The third manner in which the City requested the power plant and park be included in the EIR is that each project should be analyzed as a project alternative. OCWD disagrees with this request because neither the power plant nor the park are proposed OCWD projects, because the development of a power plant on the site is speculative, and neither the power plant nor the park are consistent with the EIR's objectives.

The City's letter also stated that the City recommends the EIR include two project objective lists; one reflecting OCWD's and the other reflecting the City's objectives. OCWD respectfully requests that the EIR include one set of objectives. The objectives listed in the EIR should relate to the General Plan Amendment/Zone Change proposed by OCWD.

We would like to meet with City staff to discuss these issues in further detail. Prior to this meeting, in order to make the meeting as productive as possible, we respectfully request that the City provide a written explanation regarding why it is necessary to include a power plant and park as alternatives in the EIR in light of the information presented in this letter. Please contact Greg Woodside, OCWD's Executive Director of Planning & Natural Resources, at 714-378-3275 or gwoodside@ocwd.com to coordinate further discussions.

Sincerely,

Michael R. Markus, P.E. , D.WRE, BCEE, F.ASCE General Manager

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AGENDA ITEM SUBMITTAL

Meeting Date: May 23, 2014 Budgeted: N/A Budget Amount: N/A To: Property Management Committee Cost Estimate: N/A Board of Directors Funding Source: N/A Program/Line Item No.: N/A From: Mike Markus General Counsel Approval: N/A Engineers/Feasibility Report: N/A Staff Contact: B. Dosier/D. Jackson CEQA Compliance: N/A Subject: QUARTERLY REPORT ON LEASES AND PERMITS/LICENSES FOR THE PERIOD ENDING MARCH 31, 2014 SUMMARY Attached for Board review is the Quarterly Report on Leases and Permits/Licenses for the period of January 1, 2014 to March 31, 2014. Attachment(s): Summary Report of Leases & Permits/Licenses ending March 31, 2014. RECOMMENDATION Informational. BACKGROUND/ANALYSIS The District has approximately 1,162 acres of land under 18 leases and 24 permits/licenses.

1st QUARTER RENT COMPARISON

1st Qtr.

2014

1st Qtr.

2013

Increase/(Decrease)

1st Qtr. 2014 vs. 1st Qtr. 2013

Percentage Increase/(Decrease)

1st Qtr. 2014 vs. 1st Qtr. 2013

$274,659.83 $270,706.58 $3,953.25 1.46%

YEAR TO DATE RENT COMPARISON

Year to Date

2014

Year to Date

2013

Increase/(Decrease)

YTD 2014 compared to 2013

Percentage Increase/(Decrease)

YTD 2014 compared to 2013

$274,659.83 $270,706.58 $3,953.25 1.46%

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UPCOMING RENEWALS AND ACTIONS RENEWALS 2nd Quarter 2014

1. Lease – Prado Basin Duck Club, duck hunting, Lower Prado Basin Duck Ponds, Lease expires on June 30, 2014, may be renewed annually by mutual consent.

2. Lease – Elaine Raahauge d.b.a. Mike Raahauge’s Shooting Enterprises, duck

hunting, Prado Basin Constructed Wetlands, Lease expires on June 30, 2014, may be renewed annually by mutual consent.

ACTIONS-Staff

1. Except for as noted below, all Lessees and Permittees/Licensees are in full compliance with the terms of their lease/permit/license and are current with their rent.

2. Gentry Golf, Inc. fell behind in their rent due to low water levels in their small basin due

to Burris Basin being drained for the future installation of new pumps. This resulted in fewer customers and revenue. Burris Basin water levels were increased at the end of November 2013 so that those islands lying on dirt could float. As of the date of this submittal, Gentry has paid all rents due plus interest and late fees except for $822.82, for which they have been invoiced.

3. The following Lessee’s were late with their rent payments, but are have paid their rent

plus interest and late fees. The Lessee and interest and late fees paid are as follows:

a). V. Montoya Enterprises, Inc. - $137.38 b). Elaine Raahauge d. d.b.a. Mike Raahauge’s Shooting Enterprises.- $936.92 (Duck

Hunting). c) Sandwood Inc. - $249.36. Total: $1,323.66.

Anaheim, City of Well 58 Anaheim Lake Flat Fee $1.00 N/A N/A Current None 03-31-61 0.380 Production Water WellAnaheim, City of Burris Basin $1.00/Annual 1.00$ 1.00$ Current None 01-31-31 14.000 Park

County of Orange, Integrated Waste Mgt. Smith Basin Reports N/A N/A Current None 12-12-14 0.010 Monitoring wells for Reeve's Pit

Dan Copp Crushing Corp. Huckleberry Pond $32,229 96,168.00$ 96,168.00$ Current None 03-31-17 5.650 Concrete/Asphalt crushing.

Corona Rec. Inc., Doug Elliott (4) Warner Basin 5% of Gross Receipts 20,051.95$ 20,051.95$ Current None 09-30-16 128.150 Fishing concession.

Corona Rec. Inc., Doug Elliott (2) Anaheim Lake $575.75 for house and 1,727.25$ 1,727.25$ Current None 09-30-16 90.700 Alternate lake rental of house of office space.

Corona Rec. Inc., Doug Elliott (2) Anaheim Lake50% of rent for parking lot 6,600.00$ 6,600.00$ Current None 09-30-16 N/A Parking Concession

Gentry Golf, Inc. Burris Pit $8,192.00 24,576.00$ 24,576.00$ Current None 09-30-18 15.000 Golf driving range - 5 year option.

Harvest Landscape Enterprises, Inc. South of Lincoln Ave. $1,645.00 4,908.00$ 4,908.00$ Current None 05-31-17 3.600 Container nursery.Montoya Enterprises Inc. - Nursery Santiago Basins $1,283.00 3,875.38$ 3,875.38$ Current None 03-31-19 2.600 Container nursery.Orange County Energy Park Ball Road Basin $250,000 N/A N/A Current None 12-13-17 19.000 Electrical Power Plant

Prado Basin Duck Club (1) Prado Basin - Lower Ponds Flat Fee $14,113 N/A N/A Current None 06-30-14 66.000 John Kelly Astor - Duck Hunting Concession

Raahauge Shooting Enterprises - Range Prado $14,344.00 43,032.00$ 43,032.00$ Current None 12-31-15 135.000 Sporting clays/trap & skeet shooting.

Raahauge Shooting Enterprises - Ducks (1) (5) Prado Flat Fee $55,794 28,833.92$ 28,833.92$ Not Current Yes 06-30-14 450.000 Duck hunting, Oct. to Jan.

Raahauge Shooting Enterprises - Pheasant Prado

$250/mo. or $2,500/mo. when hunting occurs. 750.00$ 750.00$ Current None 09-30-14 110.000

Pheasant hunting, hunter safety classes, dog kennels, raising of game birds.

Sandwood Inc. Batavia Street $10,011.00 30,120.36$ 30,120.36$ Not Current Yes 03-31-17 2.600 Sandbagging/Firewood. Sunny Slope Tree Farm Co. Imperial Highway $3,658.52 10,975.56$ 10,975.56$ Current None Mo. to Mo. 19.000 Container nursery.Yorba Linda Water District (3) Warner Basin $3,931.51 per year N/A N/A Current None 12-31-62 0.4224 Production Water WellTOTAL FOR LEASES 271,619.42$ 271,619.42$ 1,062.112 NOTES:

4. Corona Recreation's rent changed to percentage of gross receipts rent until September 30, 2014. 5. Raahauge's December duck hunting rent was paid late, in Janaury 2014, plus intererst and late fees.

SUMMARY REPORTSTATUS OF LEASES

FIRST QUARTER ENDED MARCH 31, 2014

UseAcresLeases LocationLease

Violations1'ST QuarterRent Paid Year to Date

Status ofRent

1. Prado Basin Duck Hunting & Raahauge Duck Hunting - Rent due 50% by October 15 and 50% by December 15. 2. Corona Recreation Subleases front parking lot at Anaheim Lake for $1,000 per use to CADE.

MonthlyRent

ExpirationDate

3. YLWD rent due on Dec. 31 of each year.

Page 1

Anaheim Model Airplane Club & Scamps Foster-Huckleberry Pond Comm. Svc. N/A N/A Current None Mo. to Mo. 115.820 Model airplane flying area.

Anaheim, City of Well Maintenance Anaheim Lake Comm. Svc. N/A N/A Current None Mo. to Mo. 0.230 Maintain wells and pipeline.Anaheim, City of Burris Basin N/A N/A N/A Current None Year to Year PumphouseAnaheim, City of Anaheim Lake Flat Fee $1.00 N/A N/A Current None 09-30-61 Drain pipe Rio Vista Res.Basin Development LLC (CPV) Ball Road Basin Flat Fee $10,000 N/A N/A Current None 2-23-14 Defray Admin Costs Boy Scouts of America, Troop 850 Bond Basin Clean Premises N/A N/A Current None Mo. to Mo. Store 2 container trailers

CA Dept. of Forestry & Fire Protection Prado - Highway 71 Fire Protection N/A N/A Current None Mo. to Mo.Cut fire break along fence - Highway 71.

County of Orange Lincoln Ave. & SAR Flat Fee $7,000 N/A N/A Current None 10-20-14Lincoln Ave. Bridge Widening

Griffith Company Lincoln Ave. & SAR Flat Fee $550 N/A N/A Current None 10-20-14 Widening Lincoln Ave.Inland Empire Utility District Prado Basin WQ Report N/A N/A Current None 10-14-34 Monitoring will siteAndre Bello/Dan DeBusschere Prado - Highway 71 Flat Fee $550 N/A N/A Current None 06-30-17 Access Permit.Robert & Debra Peterson Prado - Highway 71 Flat Fee $550 N/A N/A Current None 06-30-17 Access Permit.Phoenix Club, Inc. Ball Road Basin $178.46 532.92$ 532.92$ Current None Mo. to Mo. 0.025 Directional signs.SAWA Prado Basin Project Cost N/A N/A Current None 5 years

SCE and Royal Street Communications (ATS) Riverdale Avenue, Orange 70% of $1,194.04/mo. 2,507.49$ 2,507.49$ Current None 11-13-17 Cellular Comm. Relay Site Southern California Edison Co. (4) Anaheim Lake $633.45 + CPI Annual Current None 02-28-38 Relocate Power PoleSerrano Irrigation District Santiago Basin Conj. well site N/A N/A Current None 07-01-10 0.220 Conjunctive use well.

University of So. Calif.Fullerton Airport/Other Locations N/A N/A N/A Current None Mo. to Mo.

Measure seismic activity in monitoring wells.

U. S. Geological Survey, Water Science Center Santa Ana Reservoir Report N/A N/A Current None 11-30-14 Monitoring well.

Verizon (AirTouch Cellular) Santa Ana River Flat Fee $2,000 N/A N/A Current None 06-30-18Fiber Optics Cable - Tustin Ave.

USS Cal Builders (3) Anaheim Lake N/A N/A N/A Current None 10-31-15Tustin/Rose Grade Seperation Project

Water Replenishment District of S. C. Leisure World, Seal Beach Copy of Reports N/A N/A Current None 8-31-14Access to water wells to take samples.

Wildermuth Environmental Prado Basin Flat Fee $550 N/A N/A Current None 04-30-17Water samples & measurements

Yorba Linda Water District Warner Basin Complex Flat Fee $550.00 N/A N/A Current None 12-31-60Discharge from well water 20.

3,040.41$ 3,040.41$ 116.295 274,659.83$ 274,659.83$ 1,178.407

NOTES:1. Comm. Svc. = Community Service.2. cy = cubic yards.3. USS Cal Builders contractor for OCTA for the Tustin Ave/Rose Dr. Grade Separation Project.4. SCE License Fee due on March 1 of each year.

Permit/LicenseViolations

ExpirationDate

SUMMARY REPORTSTATUS OF PERMITS/LICENSES

FIRST QUARTER ENDED MARCH 31, 2014

Acres Use

TOTAL FOR LEASES & PERMITS/LICENSES

Year to DateStatus of

RentPermits LocationMonthly

Rent1ST QuarterRent Paid

TOTAL FOR PERMITS/LICENSES

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