AGENDA PROPERTY MANAGEMENT COMMITTEE MEETING ...

AGENDAPROPERTY MANAGEMENT COMMITTEE MEETINGWITH BOARD OF DIRECTORS *ORANGE COUNTY WATER DISTRICT18700 Ward Street, Fountain Valley (714) 378-3200Friday, March 22, 2013, 12 p.m.* The OCWD Property Management Committee meeting is noticed as a joint meeting with the Board ofDirectors for the purpose of strict compliance with the Brown Act and to allow all Board members tohear the presentations and participate in the discussions. OCWD Directors receive no additionalcompensation or stipend as a result of simultaneously convening this Board of Directors meeting. Itemsrecommended for approval at this meeting will be placed on the Consent Calendar at theApril 3, 2013 Board meeting.ROLL CALLVISITOR PARTICIPATIONMembers of the audience wishing to address the Committee/Board on items of interest to the public arerequested to identify themselves. If the matter on which they wish to comment is an Agenda item, thevisitor will be called on when that matter comes up for consideration.ITEMS RECEIVED TOO LATE TO BE AGENDIZEDRECOMMENDATION:Determine need to take action on item(s) which arose subsequent toposting of the Agenda (Adoption of this recommendation requirestwo-thirds vote of the Board/Committee, or, if less than two-thirds of themembers are present, a unanimous vote)CONSENT CALENDAR (ITEM NO. 1-7)1. MINUTES OF PROPERTY MANAGEMENT COMMITTEE MEETING MARCH 22, 2013RECOMMENDATION:Approve minutes as presented2. CONSENT TO SUBLEASE WITH GENTRY GOLF AND GOLF FORE LIFE SKILLS ATBURRIS BASINRECOMMENDATION:Agendize for April 3 Board meeting: Approve and authorizeexecution of Consent to a Sublease with Golf Fore Life Skills andGentry Golf, Inc. d.b.a. The Islands Golf Center3. DAN COPP CRUSHING CORPORATION SUBLEASERECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize loweringthe comprehensive automobile liability insurance coverage to 1million for Dan Copp Crushing Corporation subleases4. REQUEST FOR PROPOSALS FOR OIL, GAS AND MINERAL CONSULTANTRECOMMENDATION:Agendize for April 3 Board meeting: Authorize issuance of Requestfor proposals for oil, gas and mineral consultant services

5. NOTICE OF RELEASE OF COVENANT FOR ACCESS AND SAMPLING RIGHTS RELATEDTO GROUNDWATER REMEDIATION FOR GREAT PARK NEIGHBORHOOD DISTRICT 8RECOMMENDATION:Agendize for April 3 Board meeting: Approve and authorizeexecution of Notice of Release of Sec. III, Paragraph G of QuitclaimDeed per Inst. No. 2005000536288, O.R. Great Park Neighborhood– District 86. MEMORANDUM OF UNDERSTANDING WITH CITY OF ANAHEIM FOR THEDEVELOPMENT OF RECREATIONAL IMPROVEMENTS AT THE FIVE COVES PROPERTYRECOMMENDATION:Agendize for April 3 Board meeting: Approve and authorizeexecution of Memorandum of Understanding with the City ofAnaheim to begin planning the potential development of recreationalimprovements at Five Coves Basin property7. LICENSE AGREEMENT WITH RAY CURRIE, JOHN CURRIE, AND CHARLES CURRIE -WEST OF HIGHWAY 71 PRADO BASINRECOMMENDATION:Agendize for April 3 Board meeting: Approve and authorizeexecution of License Agreements with Ray Currie, John Currie, andCharles Currie for access across District property west of Highway71 access road for a 5 year period ending March 31, 2018 with alicense fee of $550MATTERS FOR CONSIDERATIONEND OF CONSENT CALENDAR8. EASEMENTS FOR CALTRANS WESTBOUND STATE ROUTE 91 LANE EXTENSION ANDAUXILIARY LANE RECONSTRUCTION IN THE CITY OF ANAHEIMRECOMMENDATION:Agendize for April 3 Board meeting: Authorize the General Managerto negotiate the terms of the Easements with Caltrans and executeEasement Deeds and the Right of Way Contracts to Caltrans fortemporary construction easements, permanent highway easements,and utility easements for a fee to be paid to the District of$1,608,000 for widening of Westbound State Route 91 LaneExtension and Auxiliary Lane Reconstruction, and Utility Relocationin the City of Anaheim, California9. LICENSE TO FREEDOM TELECOMMUNICATIONS, INC. FOR FIBER OPTIC CABLE ATHUCKLEBERRY PONDRECOMMENDATION:Agendize for April 3 Board meeting: Approve and authorizeexecution of License Agreement with Freedom Telecommunications,Inc. with an expiration date of March 31, 2023, at a license fee of$2,614, and one option to extend the license by mutual consent foran additional 10 years

10. ADDITIONAL DEPOSIT OF FUNDS FOR GENERAL PLAN AMENDMENT AND ZONECHANGE APPLICATION WITH CITY OF ANAHEIM FOR BALL ROAD BASINRECOMMENDATION:1) Authorize payment to the City of Anaheim for $27,500 foradditional funds for the General Plan Amendment and ZoneChange application deposit for the Ball Road Basin property; andINFORMATIONAL ITEMS2) Staff will propose a payment amount to cover District costs forthe City of Anaheim’s Environmental Impact Report peer reviewprocess11. STATUS OF PROPERTY ACQUISITION AT 3199 EAST LA PALMA AVENUE INANAHEIM12. STATUS OF THE SOUTH STREET PROPERTY IN ANAHEIMDETERMINATION OF ITEMS TO BE PLACED ON CONSENT CALENDAR FORAPRIL 3 BOARD MEETINGDIRECTORS' ANNOUNCEMENTS/REPORTSGENERAL MANAGER’S ANNOUNCEMENT/REPORTADJOURNMENTIn accordance with the requirements of California Government Code Section 54954.2, this agenda has beenposted in the main lobby of the Orange County Water District, 18700 Ward Street, Fountain Valley, CA not lessthan 72 hours prior to the meeting date and time above. All written materials relating to each agenda item areavailable for public inspection in the office of the District Secretary. Backup material for the Agenda is availableat the District offices for public review and can be viewed online at the District’s website: www.ocwd.comPursuant to the Americans with Disabilities Act, persons with a disability who require a disability-relatedmodification or accommodation in order to participate in a meeting, including auxiliary aids or services, mayrequest such modification or accommodation from the District Secretary at (714) 378-3233, by email atjdurant@ocwd.com by fax at (714) 378-3373. Notification 24 hours prior to the meeting will enable District staffto 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 respectto each item of business listed on the agenda, and can be reviewed at www.ocwd.com. Copies of thesematerials and other disclosable public records distributed to all or a majority of the members of the Board ofDirectors in connection with an open session agenda item are also on file with and available for inspection atthe Office of the District Secretary, 18700 Ward Street, Fountain Valley, California, during regular businesshours, 8 a.m. to 5 p.m., Monday through Friday. If such writings are distributed to members of the Board ofDirectors on the day of a Board meeting, the writings will be available at the entrance to the Board of Directorsmeeting room at the Orange County Water District office.

Committee MembersSteve Sheldon, ChairPhilip Anthony, Vice ChairHarry SidhuDenis BilodeauRoger YohAlternatesCathy Green - Alternate 1Bruce Whitaker - Alternate 2Kathryn Barr - Alternate 3Vincent Sarmiento - Alternate 4Shawn Dewane - Alternate 5PROPERTY MANAGEMENT COMMITTEE

MINUTES OF THEPROPERTY MANAGEMENT COMMITTEE MEETINGWITH BOARD OF DIRECTORSORANGE COUNTY WATER DISTRICTFebruary 22, 2013 @ 12:00 p.m.Property Management Committee Vice Chair Phil Anthony called the Property ManagementCommittee meeting to order at 12:00 p.m. in Conference Room C-2. The Assistant DistrictSecretary called the Roll as follows.Committee Members:Steve Sheldon (not present)Phil AnthonyHarry SidhuDenis Bilodeau (not present)Roger Yoh(not present)AlternatesCathy GreenBruce WhitakerKathryn BarrVincent SarmientoShawn Dewane(not present)OCWD StaffMike Markus, General ManagerJoel Kuperberg, General CounselJudy-Rae Karlsen, Assistant District SecretaryBruce Dosier, Don Jackson, John KennedyOthersPamela Galera – City of AnaheimVISITOR PARTICIPATIONThere were no persons wishing to address the Committee on matters not on today’s Agenda.CONSENT CALENDARThe Consent Calendar was approved upon motion by Director Green, seconded by Director Barrand carried [5-0] as follows.1. Minutes of MeetingThe minutes of the Property Management Committee meeting held January 25, 2013 wereapproved as presented.MATTER FOR CONSIDERATION2. North Basin Groundwater Protection Project: Amendment to Agreement for ExtractionWell Sites EW-2, EW-2A & EW-3ADirector of Information/Property Bruce Dosier reported that during final design of the North BasinGroundwater Protection project extraction wells, the District’s design consultant determined thewell site layouts (Exhibits “A”, “B”, & “C”) required modifications. He recommended issuance ofThird Amendment to Agreement with the City of Fullerton to change the well site layouts forextraction well sites EW-2, EW-2A, & EW-3A. The Committee took the following action.Upon motion by Director Barr, seconded by Director Green and carried [5-0], the Committeerecommended that the Board at its March 20 Board meeting: Approve and authorizeexecution of Third Amendment to Agreement with the City of Fullerton to change the wellsite layouts for extraction well sites EW-2, EW-2A, & EW-3A.1

INFORMATIONAL ITEMS3. Status of Negotiations for Property located at 3199 East La Palma Avenue in AnaheimMr. Dosier provided a summary update on property negotiations with Panattoni DevelopmentCorporation (Panattoni). He advised that Panattoni made a verbal request for a change in the datefor close of escrow. Mr. Dosier noted that staff is in the process of drafting the final PurchaseAgreement for the property located at 3199 East La Palma Avenue in Anaheim. He reported thePurchase Agreement will be presented to the Committee prior to execution.4. Status of the South Street property in AnaheimMr. Dosier provided an update on recent discussions with Family Development Group (FDG). Headvised that staff is drafting the final Purchase Agreement for the properties located at SouthStreet. Mr. Dosier reported the final Purchase Agreement will be presented to the Committee priorto execution.5. Status of the Ball Road Basin property Located on Ball Road and Phoenix Club Drivein AnaheimMr. Dosier provided a verbal report on recent meetings with City of Anaheim that focused on theDistrict’s Environmental Impact Report for the property located on Ball Road and Phoenix ClubDrive. He advised the District’s deposits for zoning changes and General Plan Amendments wererunning low and will need to be replenished with additional funding. Mr. Dosier reported that staffwill return to Committee with further information at the March 22 Property Management meeting.DETERMINATION OF ITEMS TO BE PLACED ON CONSENT CALENDAR FOR MARCH 20BOARD MEETINGIt was agreed to place Item No. 2 on the Consent Calendar for the March 20 Board meeting.REPORTS/COMMENTSDirector Whitaker reported that General Manager Mike Markus and Executive Director Bill Hunttook him and Director Sarmiento on a tour of District properties in Prado Basin.Mr. Dosier reported that staff submitted the CALTRANS Easement and the 60 day incentive clockwas reset.City of Anaheim representative Ms. Pamela Galera reported that a public meeting was scheduledon Wednesday, March 14 to discuss the proposed Anaheim Coves development project.ADJOURNMENTThere being no further business, the meeting was adjourned at 12:20 p.m.____________________________Philip Anthony, Vice Chair2

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: RequiredEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:CONSENT TO SUBLEASE WITH GENTRY GOLF AND GOLF FORE LIFESKILLS AT BURRIS BASINSUMMARYGentry Golf d.b.a. The Islands Golf Center (Gentry) operates the golf driving rangeconcession at Burris Basin, located at 14893 Ball Road, Anaheim. On March 5, 2013,Michael Green, General Manager of The Islands Golf Center on behalf of Gentryrequested that the District grant a sublease with Golf Fore Life Skills to run concurrentto its lease, which expires on September 30, 2018.Attachment(s):• The Islands Golf Center letter dated March 5, 2013• Sublease to Golf Fore Life Skills• Consent to SubleaseRECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize execution of Consent to aSublease with Golf Fore Life Skills and Gentry Golf, Inc. d.b.a. The Islands Golf CenterDISCUSSIONS/ ANALYSISMichael Green, General Manager of The Islands Golf Center, submitted a request thatthe District consent to a sublease with Golf Fore Life Skills. Golf Fore Life Skills willoccupy a portion of Islands Golf Center Premises to hold classes to teach the game ofgolf to students age 6 to 18. Golf Fore Life Skills is owned by Orange County Chapter ofThe First Tee, which is a division of the World Golf Foundation, Inc.Gentry will receive rent from Golf Fore Life Skills of $1,750 per month starting July 2014and the rent will increase each year to a maximum of $2,500 per month in 2018. As theDistrict receives a flat rent from Gentry of $8,124 per month, annually adjusted by theConsumer Price Index, the additional rent will not add to the rent paid by Gentry to theDistrict. Golf Fore Life Skills replaces the golf pro shop that has left, and at a lower rent,therefore, as the rent to Gentry did not increase above the rent paid by the golf proshop, staff recommends that Gentry’s rent remain the same.PRIOR BOARD ACTION(S)

9/7/11, R11-9-124, Approving Gentry Golf Consent to Sublease to Golf on the Edge atBurris Basin.7/20/11, R11-07-112, Approve Consent to Sublease with Gentry Golf d.b.a. The IslandsGolf Center to sublease to Golf on the Edge, for a term of 5 days8/6/08, R08-8-107, Authorizing amended and restated lease agreement with GentryGolf, Inc. d.b.a. The Island Golf Center at Burris Basin.10/20/04, R04-10-128, Consent to Sublease to Worldwide Golf Enterprises, Inc. d.b.a.Roger Dunn Golf Shop for operation of a golf pro shop.08/06/08, R08-08-107, Approved and Authorized Execution of Lease to Gentry Golf,Inc. d.b.a. The Island Golf Center for Golf Facility at Burris Pit9/17/03, R03-9-139, Authorized Amendment Five to Lease to extend the ExpirationDate of Lease to October 22, 2003;1/15/03, R03-10-150, Approve and authorize Amendment Six to Lease to Extend theterm of the Lease to September 30. 2008, a new option to extend the lease for 5 years,change the percentage rent to 12% of Gross Receipts for 2 years with a 1% increase inthe percentage rent thereafter, Minimum rent set at $6,000/mo. and after two yearsincrease it by equal amounts to $7,000/mo. and other minor changes;7/21/99, Motion 99-135, Approve Waiver of Rent at the Island Golf Center for OneEvening for the Anaheim Fire Department Swift Water Rescue Team Water RescueDemonstration;4/21/99, R99-4-50, Approving and Authorizing Execution of Consent to Sublease byGentry Golf of the Islands Golf Center to David Graf for Operation of Restaurant/Bar;4/16/97, R97-4-55, Approving and Authorizing Amendment Four to Gentry Golf, Inc.Lease for Burris Pit Golf Concession;3/19/97, R97-3-39, Approving and Authorizing Execution of Gentry Golf, Inc. Consent toAssignment of Lease and Consent to Subleases;1/15/97, R97-1-7, Instructing Staff to Issue Notices to Gentry Golf to Pay DelinquentRent and Cure Lease Violations;4/20/94, R94-4-65, Approving and Authorizing Execution of Amendment Three toGentry Golf Lease at Burris Pit adds rent for Chipping Green and sets pro shop rent at$2,000 per month;1/19/94, R94-1-8, Provides for Issuance of License Agreements;7/7/93, R93-7-120, Receiving and Filing Affidavit of Publication of Notice Inviting bidsand rejecting all bids for Contract No. SAR -93-2, Islands Golf Center Site

Improvements; and Approving and Authorizing execution of Amendment No. 2 to GentryGolf, Inc. Lease providing for Purchase Lease Back Agreement;2/17/93, R93-2-27, Approved and Authorized Execution of Amendment One to GentryGolf Lease and transfer of funds;12/18/91, R91-12-284, Approved and Authorized Execution of Lease to Gentry Golf,Inc. for Golf Facility at Burris Pit;

LOCATION MAP

CONSENT TO SUBLEASETHIS CONSENT TO SUBLEASE (“Consent to Sublease”) is made and entered into this 3 rd dayof April, 2013 by and between the ORANGE COUNTY WATER DISTRICT (Lessor), apolitical subdivision of the State of California, and GENTRY GOLF, INC., a Californiacorporation d.b.a. THE ISLAND GOLF CENTER (Lessee) and GOLF FORE LIFESKILLS (Sublessee).RECITALSWHEREAS, Lessor and Lessee entered into an Amended and Restated Lease Agreement datedAugust 6, 2008 (hereinafter, the “Master Lease” and incorporated herein by this reference) for thepurpose of operating a golf driving range on Lessor’s property known as Burris Pit; andWHEREAS, Lessee and Sublessee desire to sublease a portion of the Premises within the clubhouseand common areas for a term to coincide with the Master Lease commencing on July 1, 2013 andterminating on September 30, 2018 for the purpose of conducting golf classes for students 6 to 18;andWHEREAS, Lessor is willing to consent to such Sublease.NOW, THEREFORE, in consideration of the matters set forth in the foregoing recitals and theterms, covenants and conditions hereinafter contained, the parties do hereby agree as follows:1. The above Recitals are incorporated herein by this reference.2 Pursuant to Section Eight (Legal Relations and Responsibilities), Paragraph 8.3(Assignment and Sublease) of the Master Lease, Lessor hereby consents to the subleasing ofthe Premises by Lessee to Sublessee for the purposes of providing supervised golf classesfor students 6 to 18 and for no other purpose.3. Lessee does hereby covenant and agrees that Lessee shall remain liable to Lessor for allthe obligations of Lessee set forth in said Master Lease and Sublease.4. Sublessee hereby agrees with respect to the Premises covered by the Sublease to performand be bound by all of the terms, covenants and conditions of the Master Lease as if theSublessee were the Lessee named herein (except the covenants pertaining to Section Two(Lease Rental Payments), it being understood that payments under said provisions shall bemade by Lessee to Lessor.5. All parties to this Consent to Sublease agree that the Master Lease shall prevail in the eventof any conflict between the terms, covenants, and conditions of the Master Lease andSublease.

6. Sublessee shall name Lessor as an additional insured on all insurance policies required bythe Sublease and maintain a current copy on file at the Lessor’s Risk ManagementDepartment of the original policy of insurance or certificate of the insurance company in aform acceptable to the Lessor’s Risk Manager.8. Time is of the essence of this Consent to Sublease. Failure to comply with any timerequirement shall be a breach of this Consent to Sublease.9. This Consent to Sublease may not be modified, altered or amended except in writingsigned by Lessor, Lessee and Sublessee.[SIGNATURES ON NEXT PAGE]2

IN WITNESS WHEREOF, the parties hereto have executed the Amendment as of the day and yearfirst hereinabove written.“LESSOR”APPROVED AS TO FORM:Rutan & Tucker LLPBy: _________________________General Counsel forOrange County Water DistrictORANGE COUNTY WATER DISTRICTBy: _______________________________Shawn Dewane, PresidentBy: _______________________________Michael Markus P.E., General Manager“LESSEE”GENTRY GOLF, INC., a California corporationd.b.a. The Island Golf CenterBy: ___________________________William J. Cathcart, President“SUBLESSEE”GOLF FORE LIFE SKILLSBy: ___________________________Tim Casey, President3

March 5, 2013Mr. Donald L. JacksonOrange County Water District18700 Ward StreetFountain Valley, Ca. 92708Dear Mr. Jackson:As you know, Islands has been without a tenant since last December. Enclosed are threelease agreements for your review and anticipated approval.Bill Cathcart and I would appreciate anything you can do to put this lease in front of thepowers to be for Board approval so we can move forward in having another tenant.Business runs much tighter without the help of tenant rent so we appreciate what you cando to help us expedite this process.Please let me know if there is anything else you need from us and when I may be able topick these up after they have been signed for approval. Thank you very much for yourtime and consideration. Have a wonderful day ...Re,spectfully,Q-lt-~ j/v._-Michael A GreenGeneral Managerc: Bruce Dosier, OC WaterBill Cathcart, Gentry Golf

SUBLEASE:This Sublease ("Sublease") is effective as of July l, 2013, by and between Gentry Golf, Inc.,a California corporation, which is the Managing General Partner of The ls lands Golf Center, L.P.("Sublessor") and Golf Fore Life Skills, a California nonprofit public benefit corporation(" Sublcsscc").A. The Orange County Water District, a politicalsubdivisionofthe State of California(hereinafter referred to as "the Lessor" and the Sublcssor as "Lessee" therein), entered into anoriginal Lease Agreement between themselves on February 6, 1992. This original Lease wasamended on February 17, 1993, amended again on July 7, l 993, amended again on April 20, 1994,amended again on April 16, 1997, amended again on September 17, 2003 and finally amended onOctober l, 2003 (collectively the original Lease as amended is simply referred to hereinafter as the"Original Lease"). A copy of the last amended version of the Original Lease is attached hereto asExhibit "A" and is incorporated herein by this reference.B. Sub lessor now desires to sublease to Sub lessee a portion of the premises being leasedby Sub lessor under the terms of the Original Lease, and Sub lessee desires to Sublease this area fromSublessor.NOW, 'T'HEREFORE, in consideration of the terms, conditions and covenants set forthherein, Sublessor and Sublcssce hereby agree as follows:l. DerI_1is~ ancLQc,:_scriptiQtLQ_[J~fQP~lJy. Sub lessor hereby leases to Sub lessee, andSub lessee hereby hires from Sub lessor, subject to the tenns, conditions, and covenants hereinafter setforth, a portion of the property being leased under the Original Lease (which portion shall be rcforredto hereinafter as the "Subleased Premises") more particularly depicted and outlined on the mapattached hereto as Exhibit "B" and is incorporated herein by this reforence. The SubleasedPremises are operated as "The ls lands Golf Center" located at 14893 E. Ball Road, Anaheim,California 92806.Sub lessor also grants to Sub lessee its employees and all its invitees access to and use of allthe "Common Area" of the Premises leased under the Original Lease as depicted on l(xhibit "B."The Sublessee intends to make and construct several improvements on the Subleased Premises.Those improvements arc more fully described on li:xhibit "C" attached hereto and incorporated bythis reference.2. Jerr11. The term ("Term") of this Sublease shall commence July I, 2013, and expireon concurrently with the term oflhe Original Lease on September 30, 2018 (hereinafter referred to asthe "~:xpiration Date"). Notwithstanding the foregoing, this Sublease shall not become effectiveand possession of the Subleased Premises cannot be delivered to Sublessee until a!ler approval ofthis Sublease by the Lessor.Islands Sublease 2 25-20 I 3 doc

Either party to this Sublease may terminate the term hereof upon one hundred eighty( 180) calendar days prior written notice; provided, however, that in the event any such term bySub lessor, shall be responsible for the reimbursement to Sublessee of the depreciated value of allimprovements made by the Sublessee on or to the Subleased Premises as set fiJrth on Exhibit "B"thereto.3. Q(:lss: Rent. A monthly Base Rent shall be payable, in advance on the first day ofeach calendar month during the Term of this Sublease at such place as Sub lessor may designate inwriting from time to time, in accordance with the Schedule set forth below:2013 2014 2015 2016 2017 2018-·- ··-··-··---~--~" -~,.,_ ··-~~- - - ... -------- -- -- -~--- - ~ ,,_,_,. ------- ------------- ------- ----·}anu

A. Buckets of Range Balls. Range Balls will be sold to Sublessee's students atthe price of five dollars ($5.00) per large bucket. Sublessor will print coupon books for thesebuckets at the aforementioned rate which Sublessee will purchase and distribute to its students.B. Beverage and Food Machines. All beverage and food machines will bemaintained by the Sublessor in the Common Areas. Sublessee shall have no interest in norresponsibility for the cost and/or replacement of these beverage and food machines. Sub lessee mayprovide bottles of water to its students since many of them will not have funds to purchase vendedproducts.C. Golf Clubs and all Pro Shop Merchandise. [fand when Sublessorestablishesor leases space to a golf merchandise operator in the Common Area, Sub lessee shall have no interesttherein nor any obligation to purchase any items from said operation.D. Use of the "Short Skills Range". Use of the Short Skills Range shall beexclusively restricted to Sublessee's students during the time periods during which Sublcssee'sclasses are held. Sublessor may permit paying customers of its driving range facilities to use theShort Skilled Range solely at times when Sublessee is not using them.F Use of new Driving Tees and new Putting Green. The new Driving Tees andthe new Putting Green to be built by Sublessee will be restricted to use by Sublessee's instructorsand students at all times. Sub lessee will install appropriate foncingand signage around the exclusiveareas.6. ;>~curity_Qq22~i!. Upon the execution of this Sublease, Sublessee will depositwith Sublessor the sum of Seven Thousand Five Hundred Dollars ($7,500) as a Security Depositfrom Lessee to Sub lessor to cure any default or to compensate Sub lessor for all damage sustained bySub lessor resulting from any default ofSublessee. Sub lessee shall immediately upon demand pay toSub lessor the sum equal to the portion of the Security Deposit expended or applied by Sub lessor asprovided in this section so as to maintain the Security Deposit in the initial sum deposited withSublessor. !fSublessee is not in default at the expiration or the earlier termination of this Sublease,Sublessor shall return the Security Deposit to Sub lessee. Sublessor's obligations with respect to theSecurity Deposit are those of a debtor and not a trustee. Sublessor shall not be required to paySublessee any interest on the Security Deposit.7. Use_ of S~~Qlea~eg ~rQ!llj~Q_s/_QQ~~liD,gJl()u_r~. The Subleased Premises shall beused by the Sub lessee for the operation of the Orange County ChapterofThe First Tee, a division ofWorld Go! f Foundation, Inc., located in St. Augustine, Flo1ida ("The First Tee"). The Sublesseewilloperate this facility under the Fictitious Business Name of "The First Tee of Orange County"("FTOC"). Sub lessee intends to hold classes (both indoors and outdoors) on the Subleased Premisesfor the enrolled students of the FTOC between the ages of 6 and 18. These children will be givensupervised instruction in the rudirnents of the game of Golf as well as classroom instruction on notonly 011 the history of Golf but also the ''Nine Core Values" adopted as the principles of The FirstTee (namely, Honesty, Integrity, Sportsmanship, Respect, Confidence, Responsibility, Perseverance,fslan

Courtesy and Judgment). In addition to an Executive Director, FTOC will have a Program Directoras well as Instructors and Volunteers on the Subleased Premises. All children using the SubleasedPremises will be registered participants and they will be supervised at all times by Staff Members ofFTOC or volunteers who have been otherwise qualified by FTOC. Sublessee shall be entitled toshared usage of all the Common Areas on the Subleased Premises or adjacent thereto as shown onF:xhibit "B" attached hereto. Sublessee's hours ofoperation on the Subleased Premises shall be asset forth on said fi~xhibit "B," and they shall not exceed the hours of operation of the facilityoperated by Sub lessor and known as "The [slands Golf Center."8. Oj)ligatiq11s of Su_l;>Je§;;_e~. Sub lessee hereby agrees to perform all the obligationsand covenants required under the Original Lease to be kept Sublessor as Lessee therein, includingwithout limitation the obligations regarding hazardous substances, except that the obligation andcovenant to pay rent and maintenance and repair costs to the Lessor as required by the Original Leaseshall be considered performed by Sub lessee to the extent and in the amount rent and such charges arepaid to Sublessor in accordance with Paragraphs 3 and 4 of this Sublease. Sublessee will notknowingly commit or suffer any act or omission that will violate any of the provisionsofthe OriginalLease. Sublessee may not assign this Sublease, or sublease the Subleased Premises. If the OriginalLease terminates, at the option of Lessor, this Sublease will terminate and the parties will be relievedof any further liability or obligation under this Sublease. However, if the Original Lease terminatesas a result of a default or breach by Sub lessor or Sub lessee under this Sublease or the Original Lease,the defaulting party will be liable to the nondefaulting party for the damage suffered as a result of thetermination. Regardless, if the Master Lease gives Sub lessor any right to terminate the OriginalLease in the event of the partial or total damage, destruction, or condemnation of the OriginalPremises or the building or project of which the Original Premises are a part, the exercise of thisright by Sublessor will not constitute a default or breach under this Sublease but Sublessor shallreimburse Sublessee for the uninsured value of any fixtures installed by Sublessee.9. Ql:>li@_ti91_1~ of Sll_l:>Je~~Q[. [fat any time during the term of this Sublease, Sub lessorwishes to sell, assign or abandon its Leasehold Estate, in whole or in part, under the Original Leasereferred to in the Recitals hereof, it shall first notify Sub lessee in writing at lease sixty (60) calendardays before any such transfer. Whether or not Sublessor gives prior written notice to Sublessee,Sublessee hereby grants a Right of first Refusal to assume the Original Lease before it transfers,assigns or abandons its Leasehold Estate thereunder.A. Workers' Compensation Insurance and Employers' Liability -- Lessee shallcover or insure under the applicable laws relating to workers' compensation insurance all of itsemployees working on or about the Subleased Premises, in accordance with the "Workers'Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any/\cts amendatory thereof. Lessee shall provide workers' compensation insurance and employers'liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence, OneMillion Dollars ($1,000,000) disease policy limit, and One Million Dollars ($1 ,000,00)diseasceachemployee.Islands Sublease 2-25-:W13 doc 4

B. Commercial General Liability [nsurance -·providing coverage in the followingminimum limits, including Liquor Liability [nsurance:Combined single limit ofTwo Million Dollars ($2,000,000)pcroccurrence forBodily [njury, Personal [njury or Death and Property Damage Coverage shall be at least as broad as[nsurance Services Office (ISO) Commercial General Liabilitycoverage (occutTcnce Fonn CG 0001)including Liquor Liability [nsurance.C. Comprehensive Automobile Liabi I ity Insurance, including owned, non-owned,leased, hired, and borrowed automobiles and similar vehicles, providing the following minimumlimits:Combined single limit of One Million Dollars($ l,000,000)peroccurrence forBodily fr~ury or Death and Property Damage. Coverage shall be at least as broad as InsuranceServices Office ([SO) Business and Auto Coverage (Form CA 000 I) covering any auto.D. Fire and Extended Coverage. Sublesseeshall insure all Sublesseeconstructedor Leased buildings, facilities and improvements to l 00% of their replacement cost, using a standardform fire insurance policy containing the "Extended Coverage" endorsement.1 I. Sigl]_(lg2. Sub lessee, at its sole cost, may install signage at ( l) the entrance to theSubleased Premises and/or (2) at other locations on or along the boundaries of the Premises, subjectto the prior written approval of Sublessor and in compliance with the Original Lease and allapplicable sign ordinances. Sub lessee shall be responsible for the removal ofany such signage upontermination of this Sublease for any reason, and for the repair of any damage caused by theinstallation and/or removal of any such signage. Sublessor reserves the right to install its ownsignage at the entrance to the Subleased Premises in addition to Sublessee's signage.12. [)i§wte g~s.ol~tJiQD/_Str~amline

A. General ConditionsSublease.l. Time of Essence. Time is of the essence of each provisions of this2. Consent of Parties. Whenever consent or approval of either party isrequired, that party shall not unreasonably withhold such consent or approval.3. Corporate Authority. Both parties hereto shall deliver to the otherparty on execution of this Sublease a certified copy of a Resolution of its Board of Directorsauthorizing the execution of this Sublease and naming the Officers who are authorized to executethis Sublease on behalf of the corporation.4. Successors. This Sublease shall be binding on and inure to the benefitof the parties and their successors in interest.5. Rent payable in U.S. Money. Rent and all other sums payable underthis Sublease must be paid in lawful money of the United States of America.6. Real ~:state Brokers; Finders. Each party represents that it has nothad dealings with any real estate broker, finder, or other person, with respect to this Sublease in anymanner. Each party shall hold harmless the other party from all damages resulting from any claimsthat may be asserted against the other party by any broker, finder, or other person, with whom theother party has or purportedly has dealt.7. ~:xhibit - (ncorporation in Sublease. All Exhibits reforrcd to areattached to this Sublease and incorporated by reference.8. Interpretation of Lease.(a) California Law. This Sublease shall be construed andinterpreted in accordance with the laws of the State of California.(b)all the agreements of the parties.Integrated Agreement; Modification. This Sublease contains( c) Provisions Are Covenants and Conditions. All provisions,whether covenants or conditions, on the part of Sub lessee shall be deemed to be both covenants andconditions.(cl) lJsc of Definitions. The definitions contained in this Subleaseshall be used to interpret this Sublease.Islands Sublease 2-25-:W I ).doc 6

14. NgJjces. All notices, requests, demands, and other communications under thisAgreement must be in writing and will be considered to have been duly given on the date of serviceif served personally on the party to whom notice is to be given, or on the second day after mailing ifmailed to the party to whom notice is to be given, by first class mail, registered or certified, postageprepaid, and properly addressed as follows:To Sublcssor:To Sublessee:Gentry Golf, Inc.a California corporation and Managing General Partnerof The Islands Golf Center L.P.Attn: William J. Cathcart, PresidentTelephone: C~ _ _J -~~-~------Golf Fore Life Skills5100 Campus Drive, Ste 200Newport Beach, CA 92660Attn: VerLyn N. Jensen, Esq.Telephone: (949) 261-6255IN WlTNESS WHEREOF, the parties hereto have entered into and executed this Sublease onthe day and year first set forth above."Sub lessor"Gentry Golf, Inc.,a California corporationand Managing General Partner ofThe Islands Golf Center L.P.By: ---~~------------------- ------- ---- -William J. Cathcart,President"Sub lessee"Golf Fore Life Skills,a California nonprofit public benefitcorporationBy:Tim Casey,PresidentIslands Sublease 2-2.5-2013 .doc 7

EXHIBIT"A"AMENDED AND RESTATED LEASE AGREEMENTLease is on file at OCWD and Lessee's Offices

EXHIBIT "B"MAP OF SUBLEASED PREMISES

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·'~FU)ATJHG POCK ------~(~ EXTEJ;Sj()H.WHEN REOUl!!D). " ·~1:i..(•(:-.,·.~~..=~PPROVAL ~y~WALOW WATS! UNf 145!HIGK WATER UH£ f7S%~ \_,,...., ~\\\/,,,.. ",,­,..../ ..... ,....---·./ -- ~II>3r;a::I.I..fOI - I\ !\ • J\ ,.... /\.1 \ I\ I'-,''--/IIIIFEHCE------~SEATING AllfA W/ TA8i.ES ___;TEE AREAS (DOUBLE-DECK) _/( 70 STATIONS)BIJ&.OING---A.PAOllO'...­C.loW.llDIW.O,IQT.tl,IWITE.OFFQF.­G.~PUTlliG GREEN i/'SAG DAO!'_/-~, ~;/ ·PROPOSEO INGRESS/eGllESSm

. '.EXHIBIT "A"[PLAT OF PREMISES]tIPREMISES

EXHIBIT"C"IMPROVEMENTSExhibit to be supplied by Gentry Golf

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte.Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: N/AEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:DAN COPP CRUSHING CORPORATION SUBLEASESUMMARYDan Copp Crushing Corporation is leasing 8.2 acres of District property at 1100Richfield Road in Anaheim. Mr. Copp is attempting to sublease a portion of the propertybut is having difficulty finding suitable businesses that possess the District’s required $2million in automobile liability insurance coverage amount. Via the attached letter Mr.Copp is requesting the District to lower the acceptable coverage amount to $1 million forany future sublease(s). Staff recommends approving the request as Dan Copp and theSublessee’s insurance policies combine to give the District $3 million in coverage.Attachment(s): Dan Copp Crushing Corporation letter dated March 13, 2013.RECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize lowering thecomprehensive automobile liability insurance coverage to $1 million for Dan CoppCrushing Corporation subleases.BACKGROUND/ ANALYSISOn February 23, 2007, the District entered into a lease with Dan Copp CrushingCorporation on a 8.2 acre parcel of District land at 1100 Richfield Road, Anaheim foroperation of an asphalt and cement/recycling plant, and to allow Dan Copp to subleasea portion of the property for equipment and material storage, interim truck parking,contactor storage area for equipment, materials and contractor’s staging area, and perAmendment One to Lease, the use of wholesale container nursery was added. OnNovember 2, 2011, the Board approved a 5 year extension of his Lease to March 31,2017.On March 13, 2013, Dan Copp requested that the Comprehensive Automobile LiabilityInsurance limit in the Sublease be reduced from $2,000,000 to $1,000,000 peroccurrence. This change will not change the $2,000,000 Comprehensive AutomobileInsurance limit in Dan Copp’s Lease and the Sublease insurance would add $1,000,000in additional insurance to the insurance provided by Dan Copp for a total of $3,000,000in coverage.

PRIOR BOARD ACTION(S)9/5/12, R12-9-106, Authorizing issuance of Amendment Three to lease with Dan Coppcrushing corporation to add two additional 5 year options to the term of the lease and forDan Copp Crushing Corporation to install traffic barriers on Richfield Road.11/02/11, R11-11-163, Authorize Amendment Two to Lease to extend the term of theLease to a new Expiration Date of March 31, 2017.7/7/10, R10-7-102, Authorize Amendment One to Lease to add the use of a WholesaleContainer Nursery to lease as well as language for the control of the type of fertilizers,pesticides or herbicides to be used on the Premises;8/15/07, M07-113, Authorize lowering the General Liability Insurance coverage to $1million for Dan Copp Crushing Corporation subleases.3/7/07, R07-3-28B, Approving and Authorizing Execution of Five Year Lease to DanCopp Crushing, Inc. for4/17/02, R02-4-67, Renewal on a month-to-month basis of lease with Dan CoppCrushing for operation of a rock crushing plant to recycle asphalt and concrete atHuckleberry Pond, Anaheim.

LOCATION MAP

License #361248March 13, 2013Mr. Don Jack-sonProperty ManagerOrange County Water District18700 Ward Street'Fountain Valley, CA 92708RE: 1120 Richfield Rd., Anaheim·Dear Mr. Jackson:Per our previous conversation, l am requesting that the Property Management Committee consider thefollowing request at their meeting.on March 22°d.The established Insurance requirements for Sub-Leases on the above referenced site require 2Million in Auto Liability Coverage. We would like to request your consideration in reducing thisrequirement to 1 Million Coverage. For the most part, our tenants are small companies leasing smallspaces for equipment storage. The cost of 2 Mil in coverage is burdensom·e to our p.rospectivetenants. They are not always able to procure this coverage and, therefore, not able to fulfill theobligations of the Sub-Lease. Please consider redudng the requirement~ to accommodate the smallbusiness.If you have any questions or concerns; please reach me at 714 777-6400 x 7002. Thank you.-Sincerely,if~~Karen S. AyresSecretary-Treasurer22895 Savi Ranch Parkway, Ste. C, Yorba Linda, California 92887 Phone (714) 777-6400 I Fax (714) 777-6410

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To:Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: N/AEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:REQUEST FOR PROPOSALS FOR OIL, GAS AND MINERALCONSULTANTSUMMARYAt the November 30, 2012 Property Management Committee meeting, staff wasdirected to commence the process of hiring a consultant to assist with identifying oil andmineral rights on District lands. In order to pursue the potential development of oil on itsproperty, an oil consultant should be retained to further review records for oil rights andany past exploration of oil on or near District properties, and to potentially market theproperties. Staff has developed a Request for Proposals (RFP) for consideration by theCommittee.Attachment(s): Draft Request for Proposals for Oil, Gas and Mineral ConsultantRECOMMENDATIONAgendize for April 3 Board meeting: Authorize issuance of Request for Proposals foroil, gas and mineral consultant services.BACKGROUND/ANALYSISOn May 27, 2011, Staff presented its findings regarding oil rights on District lands to theProperty Management Committee. At that time, staff reviewed the District’s acquisitionfiles which contain the deeds, and in most cases the title reports, for each acquisitionand reviewed additional deeds at the County Recorder’s Office, to determine if oil rightswere reserved by prior property owners.Staff determined from available records, that the District has apparent oil rights on someof its properties. Additional records may exist that could provide the District withconfirmation of oil and mineral rights on District land. However, further research isneeded to access those records, which are not easily accessible by staff, to determinethe extent of those oil rights.In order to pursue the potential development of oil on its property, an oil consultantshould be retained to further review records for oil rights and any past exploration of oilon or near District properties. At the November 30, 2012 Committee meeting, the

Committee directed staff to begin the process of hiring a consultant to assist withidentifying oil and mineral rights on District lands. Additionally, staff recommends hiringa consult with experience in drafting, bidding and negotiating oil, gas and mineral leasesand royalties would enable the District to maximize its revenue from the oil and gasleases.The scope of the RFP includes:Phase 1A review of property deeds, title records and other documents to determineand document the properties in which the District owns interest in oil, gasand minerals rights and prepare and submit a report documenting thereview;If the District decides to further pursue leasing properties for Oil, Gas and Mineraldevelopment, the consultant will be directed to proceed with the following:Phase 2Develop and document a strategic leasing plan, recommendations forleasing options and a standard lease document to be utilized for District Oil,Gas and Mineral leases;Develop a contact list identifying oil production companies to marketproperties;If the District decides to move forward with leasing properties for Oil, Gas and Mineraldevelopment, consultant and the District may negotiate a Site Marketing Agreement thatdefines the terms and conditions for the consultant to market and lease Districtproperties for Oil, Gas and Mineral development.PRIOR RELEVANT BOARD ACTION(S) None.

REQUEST FOR PROPOSALS FOROIL, GAS AND MINERAL CONSULTING SERVICES FORORANGE COUNTY WATER DISTRICTPROPOSALS DUE_____________2:00 P.M.

1 INTRODUCTIONOrange County Water District (“OCWD”) is seeking proposals from qualified firms thatare interested in providing Oil, Gas and Mineral Consulting and Marketing servicesthrough _________.This Request for Proposals (“RFP”) describes the required scope of services, consultantselection process, and the minimum information that must be included in the proposal.Failure to submit information in accordance with these requirements and proceduresmay be cause for disqualification.2 PROJECT BACKGROUND AND DESCRIPTIONThe OCWD owns approximately 2,242 acres of property in Orange, Riverside and SanBernardino Counties. The District is interested in determining the feasibility of marketingits properites for potential oil, gas and mineral development. OCWD is solicitingproposals from consulting firms to determine interest and capability in providingconsulting and marketing services for OCWD through __________. The firm selectedwill provide oil, gas and mineral consulting services to the District.3 GENERAL INFORMATIONThe District is requesting proposals, which shall include as a minimum the tasksoutlined in the RFP.The District intends to award the Oil, Mineral and Gas Consulting Services as a singleServices Agreement (Exhibit “A” contains a draft agreement that is subject to revision).Sub-consultants under direct contract with the surveyor may furnish required tasks thatcannot be furnished by the surveyor’s in-house personnel. All such subconsultantsshall be identified in the proposal, and the utilization of subconsultants is subject toapproval by the District. The surveyor shall only assign personnel and sub-consultantswhose qualifications and experiences commensurate with the expertise required toaccomplish the assigned tasks.All work shall comply with the requirements of federal, state, and local laws, Districtrequirements, professional engineering surveying and industry standards, and otherregulations related to the surveying of hydraulic improvements and other facilitiesdescribed in this RFP.4 SCOPE OF WORKSee Exhibit A for Scope of Work1

5 PROJECT SCHEDULEThe proposed project schedule is as follows:RFP IssuedProposals Due: 2:00 P.M.Award Agreement__________________________________________6 ELEMENTS OF PROPOSALPlease include the following in your proposal:1. Cover letter.2. Project approach, expanding or revising the scope of services provided herein ifnecessary. Any deviations from the scope herein shall be clearly designated inthe proposal. Include and describe all sub-consultant services you believe arenecessary.3. Project team description (with resumes at the back of the proposal), emphasizingexperience and capabilities of key personnel.4. Description of the project team’s past record of performance on similar projectsfor which your firm has provided services. Also include client references thatmay be contacted by OCWD.5. Provide a schedule of hourly rates for each job classification to be provided byconsultant.Limit your proposal to 5 pages, exclusive of cover letter, resumes, and preprintedmaterials.7 SELECTION PROCESSSelection of the Oil, Gas and Mineral Consultant will be based on the proposal contents,prior experience of the firm, specific experience and capabilities of the designated staff,and overall costs. The firm, and in particular the project manager, must be fullycapable in all areas outlined under the scope of work above. Based upon thisinformation, OCWD staff will recommend a firm to OCWD’s Board of Directors for awardof contract. The selected firm must be able to begin work immediately upon award ofcontract and must be able to maintain the required level of effort to meet the proposedschedule.The evaluation criteria listed in the OCWD Proposal Evaluation Form (Exhibit B) will beused to evaluate each consultant.2

8 PRE-SUBMITTAL ACTIVITIES7.1 Questions Concerning Request for ProposalsAll questions regarding the RFP should be presented in writing to:Orange County Water District18700 Ward StreetFountain Valley, CA 92708Phone: (714) 378-3200Fax: (714) 378-3373Attn: Bruce Dosierbdosier@ocwd.com7.2 Revision to the Request for ProposalsThe District reserves the right to revise the RFP prior to the date the Proposalsare due. Addendums to the RFP shall be mailed to all potential Proposers. TheDistrict reserves the right to extend the date by which the Proposals are due.9 PROPOSAL SUBMITTALProposal will be due no later than 2:00 P.M., ___________________ at the Districtoffice listed below. Please provide four copies of the proposal document.(If sent by courier):(If sent by regular mail):Orange County Water District18700 Ward StreetFountain Valley, CA 92708Attention: Bruce DosierOrange County Water DistrictP.O. Box 8300Fountain Valley, CA 92728-8300Attention: Bruce Dosier10 SPECIAL CONDITIONS9.1 ReservationsThis RFP does not commit the District to award a contract, to defray any costsincurred in the preparation of a Proposal pursuant to this RFP or to procure orcontract for work.9.2 Public RecordsAll Proposals submitted in response to this RFP become the property of the3

District and are public records and as such may be subject to public review.9.3 Right to CancelThe District reserves the right to cancel, for any or no reason, in part or in itsentirety, this RFP including but not limited to: selection schedule, submittal date,and submittal requirements. If the District cancels or revises the RFP, the Districtwill notify all the Proposers in writing.9.4 Additional InformationThe District reserves the right to request additional information and/orclarifications from any or all Proposers.9.5 Public InformationRelease of Public Information selection announcements, contract awards, and alldata provided by the District shall be protected from public disclosure. Proposersdesiring to release information to the public must receive prior written approvalfrom the District.9.6 Professional Services AgreementThe selected consultant will be required to sign the attached ProfessionalServices Agreement (Exhibit A) and to provide the Insurance Certificates and allother required documentation within 10 calendar days of notice of award.9.7 Insurance RequirementsThe minimum insurance requirements are $1 million ($2 million aggregate) forcomprehensive general liability insurance, $1 million for workers compensation,$1 million for comprehensive automobile liability insurance and $1 million forprofessional liability insurance. The District requires contractors, consultants andvendors doing business with it to obtain Errors and Omissions insurance asshown in the Professional Services Agreement. The County of Orange must alsobe named as additional insured. The required insurance certificates andadditional insured endorsements must comply with all requirements of thestandards as shown in the Agreement and must be provided (original copy)within 10 calendar days of notice of award and prior to the commencement ofany work on the project.9.8 Equal Employment Opportunity and Affirmative Action RequirementsThe Proposers shall provide a Statement of Equal EmploymentOpportunity/Affirmative Action. The Consultant and each subcontractor shall notdiscriminate in the employment of persons on the work because of race, religiouscreed, color, national origin, ancestry, physical handicap, medical condition,marital status, sexual preference or sex of such persons except as permitted bySection 12940 of the California government Code. The Consultant is expected to4

maintain policies similar to those of the District regarding equal employmentopportunities and affirmative action as set forth in the District’s AdministrativePolicies.5

EXHIBIT ASCOPE OF SERVICESThe intent of this Request for Proposals (RFP) is to select a firm or firms to enter into acontract with the District for assistance in the determination of and potential marketingof the District’s Oil, Gas and Mineral assets on or beneath District owned properties.A firm fixed price not to exceed shall be proposed.Time and Materials proposals will not be accepted.The proposed scope of services includes but is not limited to:PHASE 1 FEASABILITY ANALYSISPhase 1 shall be completed within ninety (180) days of contract execution.1.1 Conduct a review of property deeds, title records and other documentseither in possession by the District, the County or other entities, toconclusively determine and document the properties in which the Districtowns interest in oil, gas and minerals rights and identify deed restrictionsthat prevent or limit leasing of those properties.1.2 Identify and document potential properties where oil, gas and mineral assetdevelopment is feasible and the steps required in marketing the propertiesfor lease;1.3 Prepare and submit an Oil, Gas and Mineral Feasibility Analysis Reportdocumenting the results of the analysis conducted in PHASE 1FEASABILITY ANAYLSIS, tasks 1.1 and 1.2. Consultant shall include allbackup material and detail gathered during the analysis.If the District determines in its sole discretion to continue with the project utilizingConsultant’s services, an “Order to Proceed” to PHASE 2 MARKETINGDEVELOPMENT will be issued to the Consultant. If the District determines in itssole discretion not to proceed with the project utilizing Consultant’s services,District will notify the Consultant in writing of the decision and the agreement shallterminate.PHASE 2 MARKETING DEVELOPMENTPhase 2 shall be completed within ninety (180) days of contract execution.2.1 Develop a strategic leasing plan for Oil, Gas and Mineral assets on orbeneath District owned properties including recommendation of minimumrequirements for lease bonus and royalties;

2.2 Develop recommendations for leasing options for District owned properties;2.3 Develop standard lease document to be utilized for District Oil, Gas andMineral leases;2.4 Develop a contact list identifying oil production companies (with contactinformation including name, address, phone number, email address) tomarket properties and submit to the District;2.5 Prepare and submit a Marketing Development Report documenting theresults of the work products developed in PHASE 2 MARKETINGDEVELOPMENT, tasks 2.1, 2.2, 2.3 and 2.4. Consultant shall include allbackup material and detail gathered during the analysis.If the District determines in its sole discretion to move forward with leasingproperties for Oil, Gas and Mineral development, District will offer Consultant theopportunity to negotiate a Site Marketing Agreement that defines the terms andconditions for marketing and leasing District properties for Oil, Gas and Mineraldevelopment.If the District determines in its sole discretion not to utilize Consultant’s services forthe leasing of properties for Oil, Gas and Mineral development, the District willnotify the Consultant in writing of the decision and this agreement will terminate.Additional services that a firm can provide should be presented in theproposal.

EXHIBIT BSAMPLE PROFESSIONAL SERVICES AGREEMENT

AGREEMENT NO. ***withfor***This Agreement (the “Agreement”) is made and entered into as of ***, by andbetween the ORANGE COUNTY WATER DISTRICT, a special governmental districtorganized and operating under the laws of the State of California (hereinafter “OCWD”)and ***, (“Contractor”). (The term Contractor includes professionals performing in aconsulting capacity.)A. Location of Project: ***PART I FUNDAMENTALTERMSB. Description of Services/Goods to be Provided: *** in accordance with PARTIV, Scope of Services, included herein.C. Term: Unless terminated earlier as set forth in this Agreement, the servicesshall commence on *** (“Commencement Date”) and the term of this Agreement shallcontinue through its expiration on ***.D. Party Representatives:behalf: ***.behalf: ***.D.1. OCWD designates the following person/officer to act on OCWD’sD.2. Contractor designates the following person to act on Contractor’sE. Notic es: All notices and other writings required to be deliveredund er t hi s Agreement to the parties shall be delivered at the addresses set forth in PartII (“General Provisions”).F. Attachments: This Agreement incorporates by reference the followingAttachments to this Agreement:F.1. Part I: Fundamental TermsF.2.F.3.Part II:Part IIIGeneral ProvisionsSpecial ProvisionsF.4. Part IV: Scope of ServicesF.5. Part V: BudgetOCWD AGREEMENT NO. *** ***-1

G. Integration: This Agreement represents the entire understanding of OCWDand Contractor as to those matters contained herein. No prior oral or writtenunderstanding shall be of any force or effect with regard to those matters covered by thisAgreement. This Agreement supersedes and cancels any and all previous negotiations,arrangements, agreements or understandings, if any, between the parties, and none shallbe used to interpret this Agreement.IN WITNESS WHEREOF, the parties have executed and entered into thisAgreement as of the date first set forth above.ORANGE COUNTY WATER DISTRICT ***By:Michael R. Markus, P.E.General ManagerBy:Title:By:Dated:Kathryn L. Barr, Board PresidentBy:Title:APPROVED AS TO FORM:Contractor Information:RUTAN & TUCKER, LLPBy:Joel D. Kuperberg, General CounselAddress for Notices and Payments:Attention:Telephone:Facsimile No.:OCWD AGREEMENT NO. *** ***-2

PART II GENERALPROVISIONSSECTION ONE:SERVICES OF Contractor1.1 Scope of Services. In compliance with all terms and conditions of thisAgreement, Contractor shall provide the goods and/or services shown on Part IV hereto(“Scope of Services”), which may be referred to herein as the “services” or the “work.” Ifthis Agreement is for the provision of goods, supplies, equipment or personal property,the terms “services” and “work” shall include the provision (and, if designated in theScope of Services, the installation) of such goods, supplies, equipment or personalproperty.1.2 Changes and Additions to Scope of Services. OCWD shall have the rightat any time during the performance of the services, without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes byaltering, adding to, or deducting from said work. No such work shall be undertakenunless a written order is first given by OCWD to Contractor, incorporating therein anyadjustment in (i) the Budget, and/or (ii) the time to perform this Agreement, whichadjustments are subject to the written approval of the Contractor. It is expresslyunderstood by Contractor that the provisions of this Section 1.2 shall not apply toservices specifically set forth in the Scope of Services or reasonably contemplatedtherein. Contractor hereby acknowledges that it accepts the risk that the services to beprovided pursuant to the Scope of Services may be more costly or time consuming thanContractor anticipates and that Contractor shall not be entitled to additionalcompensation therefor.1.3 Standard of Performance. Contractor agrees that all services shall beperformed in a competent, professional, and satisfactory manner in accordance with thestandards prevalent in the industry, and that all goods, materials, equipment or personalproperty included within the services herein shall be of good quality, fit for the purposeintended.1.4 Performance to Satisfaction of OCWD. Contractor agrees to perform allwork to the satisfaction of OCWD within the time specified. If OCWD reasonablydetermines that the work is not satisfactory, OCWD shall have the right to takeappropriate action, including but not limited to: (i) meeting with Contractor to review thequality of the work and resolve matters of concern; (ii) requiring Contractor to repeatunsatisfactory work at no additional charge until it is satisfactory; (iii) suspending thedelivery of work to Contractor for an indefinite time; (iv) withholding payment; and(v) terminating this Agreement as hereinafter set forth.1.5 Instructions from OCWD. In the performance of this Agreement,Contractor shall report to and receive instructions from OCWD’s representativeidentified in Part I, or his or her designee. Tasks or services other than those specificallydescribed in the Scope of Services shall not be performed without the prior writtenapproval of the OCWD.OCWD AGREEMENT NO. *** ***-3

1.6 Familiarity with Work. By executing this Agreement, Contractor warrantsthat Contractor (i) has thoroughly investigated and considered the scope of services tobe performed, (ii) has carefully considered how the services should be performed, and(iii) fully understands the facilities, difficulties, and restrictions attending performance ofthe services under the Agreement. If the services involve work upon any site, Contractorwarrants that Contractor has or will investigate the site and is or will be fully acquaintedwith the conditions there existing, prior to commencement of services hereunder.Should the Contractor discover any conditions, including any latent or unknownconditions, which will materially affect the performance of the services hereunder,Contractor shall immediately inform the OCWD of such fact and shall not proceedexcept at Contractor’s risk until written instructions are received from the OCWD’sRepresentative.1.7 Prohibition Against Subcontracting or Assignment. Contractor shall notcontract with any other entity to perform in whole or in part the services requiredhereunder without the express written approval of OCWD. In addition, neither theAgreement nor any interest herein may be transferred, assigned, conveyed,hypothecated, or encumbered voluntarily or by operation of law, whether for the benefitof creditors or otherwise, without the prior express written approval of OCWD. In theevent of any unapproved transfer, including any bankruptcy proceeding, OCWD may, inits sole and absolute discretion, void the Agreement. No approved transfer shallrelease any surety of Contractor of any liability hereunder without the express consentof OCWD.1.8 Compensation. Contractor shall be compensated in accordance with theterms of Part V hereto (“Budget”). Included in the Budget are all ordinary and overheadexpenses incurred by Contractor and its agents and employees, including meetings withOCWD representatives, and incidental costs incurred in performing under thisAgreement. Unless otherwise specified in Part V, OCWD shall compensate Contractoron a time-and-materials basis at the rates listed in Part V. Contractor shall submit aninvoice referencing this Agreement, the Work Order number, date and description ofservices performed, and the amount. OCWD shall pay the Contractor within 30 days ofreceipt of the invoice.SECTION TWO:INSURANCE AND INDEMNIFICATION2.1. Insurance. Without limiting Contractor’s indemnification obligations,Contractor shall procure and maintain, at its sole cost and for the duration of thisAgreement, insurance coverage as provided below, against all claims for injuries againstpersons or damages to property which may arise from or in connection with theperformance of the work hereunder by Contractor, its agents, representatives, employees,and/or subconsultants. In the event that Contractor subcontracts any portion of the work,the contract between the Contractor and such subcontractor shall require thesubcontractor to maintain the same policies of insurance that the Contractor is required tomaintain pursuant to this Section 2.1.OCWD AGREEMENT NO. *** ***-4

Contractor’s insurance and shall not contribute with it;d. Shall apply separately to each insured against whom claim ismade or suit is brought, except with respect to the limits of the insurer's liability;e. Workers’ Compensation and Employer’s Liability shall beendorsed to state that the insurer shall waive all rights of subrogation against OCWD andOCWD Personnel, excluding Professional Liability;f. Shall have project name and/or agreement number indicatedon certificate; andg. Shall be endorsed to state that coverage shall not besuspended, voided, cancelled, reduced in coverage or in limits, non-renewed, ormaterially changed for any reason, without thirty (30) days prior written notice thereofgiven by the insurer to OCWD by U.S. mail, or by personal delivery, except fornonpayment of premiums, in which case ten (10) days prior notice shall be provided.2.1.3 Deductibles. Any deductibles or self-insured retentions must bedeclared to and approved by OCWD prior to the execution of this Agreement by OCWD.2.1.4 Evidence of Coverage. CONSULTANT shall furnish OCWD withcertificates of insurance with additional insured (Form 2010) including waiver ofsubrogation endorsement, demonstrating the coverage required by this Agreement, whichshall be received and approved by OCWD not less than five (5) working days before workcommences.2.1.5 Workers Compensation Insurance – No Employees/Sole Proprietor.By his/her signature hereunder, Contractor certifies that he/she is aware of the provisionsof Section 3700 of the California Labor Code which requires every employer to be insuredagainst liability for workers’ compensation or to undertake self-insurance in accordancewith the provisions of that code, and he/she will comply with such provisions beforecommencing the performance of the work of this Agreement. Contractors andsubcontractors will keep Workers Compensation Insurance for their employees in effectduring all work covered by this Agreement.In the event Contractor has no employees requiring Contractor to provideWorkers' Compensation Insurance, Contractor shall so certify to OCWD in writing priorto OCWD's execution of this Agreement. OCWD and OCWD Personnel shall not beresponsible for any claims in law or equity occasioned by failure of the Contractor tocomply with this section or with the provisions of law relating to Workers' Compensation.2.2 Indemnification.2.2.1 The parties mutually acknowledge that OCWD has retainedContractor to perform the tasks and services set forth in this Agreement based upon thespecial skills, expertise and experience of Contractor. Accordingly, in performing thetasks and services under this Agreement, Contractor shall use the skill and care that ahighly specialized professional, with expertise in the field, would use under similarcircumstances. Further, the parties mutually agree that, to the extent that Contractorretains subcontractors or subcontractors to perform any portion of any of the tasks orservices under this Agreement, Contractor has a duty to OCWD to ensure that the tasksand services performed by such subcontractors or subcontractors meet the sameprofessional level, skill and expertise expected of Contractor.OCWD AGREEMENT NO. *** ***-6

2.2.2 Except as set forth in subdivision 2.2.3, Contractor shall indemnify,defend (with legal counsel acceptable to OCWD) and hold harmless OCWD and theOCWD Personnel from and against any and all actions, suits, claims, demands,judgments, attorneys fees, costs, damages to persons or property, losses, penalties,obligations, expenses or liabilities (“Claims”) that may be asserted or claimed by anyperson or entity arising out of Contractor’s performance of any tasks or services for oron behalf of OCWD, whether or not there is concurrent active or passive negligence onthe part of OCWD and/or any OCWD Personnel, but excluding any Claims arising fromthe active sole negligence or willful misconduct of OCWD or any OCWD Personnel.2.2.3 The provisions of this subdivision 2.2.3 apply only in the event thatContractor is a “design professional” within the meaning of California Civil Code section2782.8(b). If Contractor is a “design professional” within the meaning of Section2782.8(b), then, notwithstanding subdivision 2.2.2 above, to the fullest extent permittedby law (including, without limitation, Civil Code sections 2782 and 2782.6), Contractorshall defend (with legal counsel reasonably acceptable to OCWD), indemnify and holdharmless OCWD and OCWD Personnel from and against any Claim that arises out of,pertains to, or relates to, directly or indirectly, in whole or in part, the negligence,recklessness, or willful misconduct of Contractor, any subcontractor, subcontractor orany other person directly or indirectly employed by them, or any person that any of themcontrol, arising out of Contractor’s performance of any task or service for or on behalf ofOCWD under this Agreement. Such obligations to defend, hold harmless and indemnifyOCWD or any OCWD Personnel shall not apply to the extent that such Claims arecaused in part by the sole active negligence or willful misconduct of OCWD or suchOCWD Personnel. To the extent Contractor has a duty to indemnify OCWD or anyOCWD Personnel under this subdivision 2.2.3, Contractor shall be responsible for allincidental and consequential damages resulting directly or indirectly, in whole or in part,from Contractor’s negligence, recklessness or willful misconduct.SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES3.1 Compliance with Laws. Contractor shall keep itself fully informed of allexisting and future state and federal laws and all county, municipal and OCWDordinances and regulations which in any manner affect those employed by it or in anyway affect the performance of services pursuant to this Agreement. Contractor shall atall times observe and comply with all such laws, ordinances, and regulations and shallbe responsible for the compliance of all work and services performed by or on behalf ofContractor. When applicable, Contractor shall not pay less than the prevailing wage,which rate is determined by the Director of Industrial Relations of the State of California.3.2 Licenses, Permits, Fees and Assessments. Contractor shall obtain at itssole cost and expense all licenses, permits, and approvals that may be required by lawfor the performance of the services required by this Agreement. Contractor shall havethe sole obligation to pay any fees, assessments, and taxes, plus applicable penaltiesand interest, which may be imposed by law and arise from or are necessary forContractor’s performance of the services required by this Agreement, and shallOCWD AGREEMENT NO. *** ***-7

indemnify, defend, and hold harmless OCWD against any such fees, assessments,taxes, penalties, or interest levied, assessed, or imposed against OCWD thereunder.3.3 Covenant Against Discrimination. Contractor covenants for itself, its heirs,executors, assigns, and all persons claiming under or through it, that there shall be nodiscrimination against any person on account of race, color, creed, religion, sex, maritalstatus, national origin, or ancestry, in the performance of this Agreement. Contractorfurther covenants and agrees to comply with the terms of the Americans with DisabilitiesAct of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended from time to time.3.4 Independent Contractor. Contractor shall perform all services requiredherein as an independent Contractor of OCWD and shall remain at all times as toOCWD a wholly independent Contractor. OCWD shall not in any way or for any purposebecome or be deemed to be a partner of Contractor in its business or otherwise, or ajoint venturer, or a member of any joint enterprise with Contractor. Contractor shall notat any time or in any manner represent that it or any of its agents or employees areagents or employees of OCWD. Neither Contractor nor any of Contractor’s employeesshall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, orother fringe benefits from the OCWD; and neither Contractor nor any of its employeesshall be paid by OCWD time and one-half for working in excess of forty (40) hours inany one week. OCWD is under no obligation to withhold State and Federal taxdeductions from Contractor’s compensation. Neither Contractor nor any of Contractor’semployees shall be included in the competitive service, have any property right to anyposition, or any of the rights an employee may have in the event of termination of thisAgreement.3.5 Use of Patented Materials. Contractor shall assume all costs arising fromthe use of patented or copyrighted materials, including but not limited to equipment,devices, processes, and software programs, used or incorporated in the services orwork performed by Contractor under this Agreement. Contractor shall indemnify,defend, and save the OCWD harmless from any and all suits, actions or proceedings ofevery nature for or on account of the use of any patented or copyrighted materials.3.6 Proprietary Information. All proprietary information developed specificallyfor OCWD by Contractor in connection with, or resulting from, this Agreement, includingbut not limited to inventions, discoveries, improvements, copyrights, patents, maps,reports, textual material, or software programs, but not including Contractor’s underlyingmaterials, software, or know-how, shall be the sole and exclusive property of OCWD,and are confidential and shall not be made available to any person or entity without theprior written approval of OCWD. Contractor agrees that the compensation to be paidpursuant to this Agreement includes adequate and sufficient compensation for anyproprietary information developed in connection with or resulting from the performanceof Contractor’s services under this Agreement. Contractor further understands andagrees that full disclosure of all proprietary information developed in connection with, orresulting from, the performance of services by Contractor under this Agreement shall bemade to OCWD, and that Contractor shall do all things necessary and proper to perfectand maintain ownership of such proprietary information by OCWD.OCWD AGREEMENT NO. *** ***-8

3.7 Ownership of Data, Reports and Documents. The Contractor shall deliverto OCWD’s representative identified in Part I, at the end of the project, notes andsurveys made, all reports of tests made, studies, reports, plans, a copy of electronic anddigital files, and other materials and documents which shall be the property of OCWD.The Contractor is not responsible to third parties of OCWD’s use of data, reports anddocuments on other projects. OCWD may use or reuse the materials prepared byContractor in any manner desired without additional compensation to Contractor. Anywork performed by Contractor under this Agreement shall be the property of OCWD.3.8 Retention of Funds. Contractor hereby authorizes OCWD to deduct fromany amount payable to Contractor (whether arising out of this Agreement or otherwise)any amounts the payment of which may be in dispute hereunder or which are necessaryto compensate OCWD for any losses, costs, liabilities, or damages suffered by OCWD,and all amounts for which OCWD may be liable to third parties, by reason ofContractor’s negligent acts, errors, or omissions, or willful misconduct, in performing orfailing to perform Contractor’s obligations under this Agreement. OCWD in its sole andabsolute discretion, may withhold from any payment due Contractor, without liability forinterest, an amount sufficient to cover such claim or any resulting lien. The failure ofOCWD to exercise such right to deduct or withhold shall not act as a waiver ofContractor’s obligation to pay OCWD any sums Contractor owes OCWD.3.9 Termination By OCWD. OCWD reserves the right to terminate thisAgreement at any time, with or without cause, upon written notice to Contractor. Uponreceipt of any notice of termination from OCWD, Contractor shall immediately cease allservices hereunder except such as may be specifically approved in writing by OCWD.Contractor shall be entitled to compensation for all services rendered prior to receipt ofOCWD’s notice of termination and for any services authorized in writing by OCWDthereafter. If termination is due to the failure of Contractor to fulfill its obligations underthis Agreement, OCWD may take over the work and prosecute the same to completionby contract or otherwise, and Contractor shall be liable to the extent that the total costfor completion of the services required hereunder, including costs incurred by OCWD inretaining a replacement Contractor and similar expenses, exceeds the Budget.3.10 Right to Stop Work; Termination By Contractor. Contractor shall have theright to stop work only if OCWD fails to timely make a payment required under the termsof the Budget. Contractor may terminate this Agreement only for cause, upon thirty (30)days’ prior written notice to OCWD. Contractor shall immediately cease all serviceshereunder as of the date Contractor’s notice of termination is sent to OCWD, exceptsuch services as may be specifically approved in writing by OCWD. Contractor shall beentitled to compensation for all services rendered prior to the date notice of terminationis sent to OCWD and for any services authorized in writing by OCWD thereafter. IfContractor terminates this Agreement because of an error, omission, or a fault ofContractor, or Contractor’s willful misconduct, the terms of Section 3.9 relating toOCWD’s right to take over and finish the work and Contractor’s liability therefor shallapply.OCWD AGREEMENT NO. *** ***-9

3.11 Waiver. No delay or omission in the exercise of any right or remedy by anondefaulting party on any default shall impair such right or remedy or be construed asa waiver. A party’s consent to or approval of any act by the other party requiring theparty’s consent or approval shall not be deemed to waive or render unnecessary theother party’s consent to or approval of any subsequent act. Any waiver by either partyof any default must be in writing.3.12 Legal Actions. Legal actions concerning any dispute, claim, or matterarising out of or in relation to this Agreement shall be instituted and maintained in theSuperior Courts of the State of California in the County of Orange, or in any otherappropriate court with jurisdiction in such County, and Contractor agrees to submit tothe personal jurisdiction of such court.3.13 Rights and Remedies are Cumulative. The rights and remedies of theparties are cumulative and the exercise by either party of one or more of such rights orremedies shall not preclude the exercise by it, at the same or different times, of anyother rights or remedies for the same default or any other default by the other party.3.14 Attorneys’ Fees. In any action between the parties hereto seekingenforcement of any of the terms or provisions of this Agreement or in connection withthe performance of the work hereunder, the party prevailing in the final judgment in suchaction or proceeding, in addition to any other relief which may be granted, shall beentitled to have and recover from the other party its reasonable costs and expenses,including but not limited to reasonable attorney’s fees, expert witness fees and courtscosts. If either party to this Agreement is required to initiate or defend litigation with athird party because of the violation of any term or provision of this Agreement by theother party, then the party so litigating shall be entitled to its reasonable attorney’s feesand costs from the other party to this Agreement.3.15 Force Majeure. The time period specified in this Agreement forperformance of services shall be extended because of any delays due to unforeseeablecauses beyond the control and without the fault or negligence of OCWD or Contractor,including but not restricted to acts of God or of the public enemy, unusually severeweather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes,freight embargoes, wars, litigation and/or acts of any governmental agency, includingOCWD, if the delaying party shall within ten (10) days of the commencement of suchdelay notify the other party in writing of the causes of the delay. If Contractor is thedelaying party, OCWD shall ascertain the facts and the extent of delay, and extend thetime for performing the services for the period of the enforced delay when and if in thejudgment of OCWD such delay is justified. OCWD’s determination shall be final andconclusive upon the parties to this Agreement. In no event shall Contractor be entitledto recover damages against OCWD for any delay in the performance of this Agreement,however caused. Contractor’s sole remedy shall be extension of this Agreementpursuant to this Section 3.15.3.16 Non-liability of OCWD Officers and Employees. No officer, official,employee, agent, representative or volunteer of OCWD shall be personally liable toOCWD AGREEMENT NO. *** ***-10

Contractor, or any successor in interest, in the event of any default or breach by OCWD,or for any amount which may become due to Contractor or its successor, or for breachof any obligation of the terms of this Agreement.3.17 Conflict of Interest. No officer, official, employee, agent, representative orvolunteer of OCWD shall have any financial interest, direct or indirect, in thisAgreement, or participate in any decision relating to this Agreement which affects his orher financial interest or the financial interest of any corporation, partnership, orassociation in which he or she is interested, in violation of any Federal, State, or OCWDstatute, ordinance, or regulation. The Contractor shall not employ any such personwhile this Agreement is in effect.3.18 Compliance with California Unemployment Insurance CodeSection 1088.8. If Contractor is a sole proprietor, then prior to signing the Agreement,Contractor shall provide to the OCWD a completed and signed Form W-9, Request forTaxpayer Identification Number and Certification. Contractor understands that pursuantto California Unemployment Insurance Code Section 1088.8, the OCWD will report theinformation from Form W-9 to the State of California Unemployment DevelopmentDepartment, and that the information may be used for the purposes of establishing,modifying, or enforcing child support obligations, including collections, or reported to theFranchise Tax Board for tax enforcement purposes.SECTION FOUR:MISCELLANEOUS PROVISIONS4.1 Records and Reports. Upon request by OCWD, Contractor shall prepareand submit to OCWD any reports concerning Contractor’s performance of the servicesrendered under this Agreement. OCWD shall have access, upon reasonable notice, tothe books and records of Contractor related to Contractor’s performance of thisAgreement. All drawings, documents, and other materials prepared by Contractor in theperformance of this Agreement (i) shall be the property of OCWD and shall be deliveredat no cost to OCWD upon request of OCWD or upon the termination of this Agreement,and (ii) are confidential and shall not be made available to any individual or entitywithout prior written approval of OCWD. Contractor shall keep and maintain all recordsand reports related to this Agreement for a period of three (3) years followingtermination of this Agreement, and OCWD shall have access to such records upon 48hours notice.4.2 Notices. Unless otherwise provided herein, all notices required to bedelivered under this Agreement or under applicable law shall be personally delivered, ordelivered by United States mail, prepaid, certified, return receipt requested, or byreputable document delivery service that provides a receipt showing date and time ofdelivery. Notices personally delivered or delivered by a document delivery service shallbe effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on thesecond calendar day following dispatch. Notices to the OCWD shall be delivered to thefollowing address, to the attention of the OCWD Representative set forth inParagraph D.1 of the Fundamental Terms of this Agreement:OCWD AGREEMENT NO. *** ***-11

To OCWD:Orange County Water DistrictP. O. Box 8300Fountain Valley, CA 92728-8300Telephone: 714/378-3200Notices to Contractor shall be delivered to the address set forth below Contractor’ssignature on Part I of this Agreement to the attention of Contractor’s Representative setforth in Paragraph D.2 of the Fundamental Terms of this Agreement. Changes in theaddress to be used for receipt of notices shall be effected in accordance with thisSection 4.2.4.3 Construction and Amendment. The terms of this Agreement shall beconstrued in accordance with the meaning of the language used and shall not beconstrued for or against either party by reason of the authorship of this Agreement orany other rule of construction which might otherwise apply. The headings of sectionsand paragraphs of this Agreement are for convenience or reference only, and shall notbe construed to limit or extend the meaning of the terms, covenants and conditions ofthis Agreement. This Agreement may only be amended by the mutual consent of theparties by an instrument in writing.4.4 Severability. Each provision of this Agreement shall be severable from thewhole. If any provision of this Agreement shall be found contrary to law, the remainderof this Agreement shall continue in full force.4.5 Authority. The person(s) executing this Agreement on behalf of theparties hereto warrant that (i) such party is duly organized and existing, (ii) they are dulyauthorized to execute and deliver this Agreement on behalf of said party, (iii) by soexecuting this Agreement, such party is formally bound to the provisions of thisAgreement, and (iv) the entering into this Agreement does not violate any provision ofany other Agreement to which said party is bound.4.6 Special Provisions. Any additional or supplementary provisions ormodifications or alterations of these General Provisions shall be set forth in Part III ofthis Agreement (“Special Provisions”).4.7 Precedence. In the event of any discrepancy between Part I(“Fundamental Terms”), Part II (“General Provisions”), Part III (“Special Provisions”),Part IV (“Scope of Services”), and/or Part V (“Budget”), Part III shall take precedenceand prevail over Parts I, II, IV and V; Part II shall take precedence and prevail overParts I, IV and V; Part IV shall take precedence and prevail over Parts I and V; and PartV shall take precedence over Part I.OCWD AGREEMENT NO. *** ***-12

PART III SPECIALPROVISIONSA. Section 2.1.1.d Professional Liability, from PART II, GENERAL PROVISIONS, isdeleted in its entirety and replaced with the following:“d. Professional Liability - The Contractor shall provide coverageappropriate to the Contractor’s profession covering Contractor’s wrongful acts, negligentactions, errors or omissions. The retroactive date (if any) is to be no later than theeffective date of this Agreement. The limits shall be no less than $2,000,000 per claimand annual aggregate”.B. Section 2.1.1.e Environmental Impairment Liability from PART II, GENERALPROVISIONS is deleted in its entirety.OCWD AGREEMENT NO. *** ***-13

PART IVSCOPE OF SERVICESA. Services shall be performed in accordance with Exhibit A, ***dated***.OCWD AGREEMENT NO.·-14•••

PARTVBUDGETA. OCWD shall compensate Contractor in accordance with *** dated *** for a not-toexceedfee of$***.OCWD AGREEMENT NO.·-15•••

EXHIBIT COCWD PROPOSAL EVALUATION FORM

ORANGE COUNTY WATER DISTRICT PROPOSAL EVALUATION FORMProject: Oil, Gas and Mineral Consultant ServicesProposing Firm: Reviewer: Date:CriteriaWeighting(%)Score(1-5)WeightedScoreComments1 Approach to Work 102 Proposed Rates 203 Firm Experience 354 Proposed Staff 35Total 100Scoring:5 = Excellent4 = Above Average3 = Average2 = Below Average1 = Poor

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: R. Herndon/B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: YesEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:NOTICE OF RELEASE OF COVENANT FOR ACCESS AND SAMPLINGRIGHTS RELATED TO GROUNDWATER REMEDIATION FOR GREATPARK NEIGHBORHOOD DISTRICT 8SUMMARYFivepoint Communities (“Fivepoint”) acquired four parcels of the former Marine CorpsAir Station (MCAS) El Toro in 2005 as Heritage Fields LLC. As part of the propertyacquisition, including Parcel 1, a covenant was placed in the acquisition deed grantingOCWD and the Irvine Ranch Water District (“IRWD”) the right to enter the property totake soil samples for purposes relating to former operations at MCAS El Toro. Fivepointis currently developing its first phase of residential development on a portion of theParcel 1 area known as “District 8” and has requested that OCWD and IRWD releasethis area from the above described covenant. District staff has reviewed the requestand determined that there are no current or anticipated future OCWD soil investigationson the property and, therefore, recommends Board approval of the Notice of Release.Attachment(s):• Exhibit A -Resolution• Exhibit B - Notice of Release• Exhibit C - Notice of Release AreaRECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize execution of the Notice ofRelease of Sec. III, Paragraph G of Quitclaim Deed per Inst. No. 2005000536288, O.R.Great Park Neighborhood – District 8BACKGROUND/ANALYSISWhen Fivepoint acquired portions of the former MCAS El Toro in 2005 as HeritageFields LLC, OCWD and IRWD were working with the Navy on groundwater remediationwithin the base as part of the Irvine Desalter Project (”IDP”). The base property wasacquired by Fivepoint as four parcels by four separate quitclaim deeds entitled“Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471”.As part of the acquisition of Parcel 1 of the base property per deed recorded July 12,

2005 as Instrument No. 2005000536288 of Official Records of Orange County, acovenant per Section III, Paragraph G of said deed entitled “Covenant for Access andSampling Rights Related to Groundwater Remediation,” was placed granting OCWDand IRWD the right to enter the property to take soil samples with the purpose ofconfirming that none of the current operations of the property owner resulted in therelease of hazardous substances that could impact the treatment system associatedwith the IDP.The IDP treatment system facilities are located near the southwestern corner of theformer base as well as off the base property. These facilities remain in operation tocapture and treat contaminated groundwater under a 2001 settlement agreementbetween the federal government, IRWD, and OCWD. The area of groundwatercontamination does not extend to the area of the requested Notice of Release.Fivepoint Communities is currently developing its first phase of residential developmenton a portion of the Parcel 1 area known as District 8 which lies northeast of IrvineBoulevard and northwest of the University of California South Coast Field Station.Fivepoint has requested that OCWD and IRWD release this area from the abovedescribed covenant. District staff has reviewed the request and determined that thereare no current or anticipated future OCWD soil investigations on the property and,therefore, recommend Board approval of the Notice of Release. The resolutionauthorizing this Notice of Release is attached as Exhibit “A”, the Notice of Release formis attached as Exhibit “B”, and a map showing the location of the released area isattached as Exhibit “C”.PRIOR BOARD ACTIONS11/3/04 R04-11-137 Provided that the amendment is limited to project modifications andnon-substantive changes, authorize the General Manager to execute an amendment tothe Irvine Desalter Project Settlement Agreement in a form approved by OCWD’s legalcounsel.6/6/01 R01-6-85 Approve and authorize execution of Second Amended and RestatedAgreement with IRWD regarding the Irvine Desalter Project, addressing responsibilitiesfor design, construction, financing, operations and maintenance, cost of water, liabilitiesof both parties, and exemption from water produced by IDP from payment of BEA tocover IRWD's water treatment costs.6/6/01 R01-6-84 Approve Settlement Agreement with Settling Federal Agencies andIRWD regarding MCAS El Toro groundwater remediation.

Location Map

EXHIBIT “A”RESOLUTION NO. 2013 -RESOLUTION OF THE BOARD OF DIRECTORS OFORANGE COUNTY WATER DISTRICTAPPROVING EXECUTION OF A NOTICE OF RELEASERELATING TO SEC. III, PARAGRAPH G OFQUITCLAIM DEED PER INST. NO. 2005000536288, O.R.GREAT PARK NEIGHBORHOOD – DISTRICT 8WHEREAS, Fivepoint Communities acquired title as Heritage Fields LLC of a portion ofthe MCAS El Toro base per quitclaim deed recorded July 12, 2005 as Instrument No.2005000536288 of Official Records of Orange County, California; andWHEREAS, Irvine Ranch Water District (“IRWD”) and Orange County Water District(“OCWD”) are performing groundwater remediation within MCAS El Toro as part of the IrvineDesalter Project (“IDP”); andWHEREAS, Section III, Paragraph G of said quitclaim deed “Covenant for Access andSampling Rights Related to Groundwater Remediation,” allows OCWD and IRWD the right toenter the property to take soil samples with the purpose of confirming that none of the currentoperations of the property owner resulted the release of hazardous substances that couldimpact the treatment system associated with the IDP; andWHEREAS, Fivepoint Communities is developing the first phase of residentialdevelopment in the area known as District 8 and has requested OCWD and IRWD release thisarea from said covenant per Section III, Paragraph 8; andWHEREAS, staff has reviewed Fivepoint Communities’ request and determined thatthere are no current or anticipated future OCWD soil investigations in the area known as District8; andWHEREAS, the proposed Notice of Release has been presented to this Board ofDirectors, a copy of which is attached hereto as Exhibit “B”.NOW, THEREFORE, BE IT RESOLVED, the Notice of Release attached hereto asExhibit “B”, herein described and hereby is approved and execution by the District’s officers isauthorized.ADOPTED, SIGNED and APPROVED this ____ day of ________ 2013.

RECORDED AT THE REQUEST OF,AND WHEN RECORDED MAIL TO:Heritage Fields El Toro, LLCc/o Fivepoint Communities Management, Inc.25 EnterpriseAliso Viejo, CA 92656-2708WITH CONFORMED COPIES TO:Janice Durant, District SecretaryOrange County Water District18700 Ward StreetP.O. Box 8300Fountain Valley, CA 92728-8300Leslie Bonkowski, District SecretaryIrvine Ranch Water District15600 Sand Canyon AvenueP.O. Box 57000Irvine, CA 92619-7000ASSESSOR’S PARCEL NO.:580-083-03, 04(Space Above This Line For Recorder’s Use)Documentary Transfer Tax: $ 0 No Consideration[Exempt from Documentary Transfer Tax perRev. &Taxation Code Sec. 11911(a)]_______________________________________Signature of Declarant or Agent determining tax____________________________________________________________________________________NOTICE OF RELEASEORANGE COUNTY WATER DISTRICT, a district created by special act of the CaliforniaLegislature (Ch. 924, Stats 1933), and IRVINE RANCH WATER DISTRICT, a CaliforniaWater District organized under and existing pursuant to Section 34000 et seq. of the CaliforniaWater Code, DO HEREBY RELEASE the rights acquired by them pursuant to Section III,Paragraph G, entitled “Covenant for Access and Sampling Rights Related to GroundwaterRemediation,” of that certain QUITCLAIM DEED AND ENVIRONMENTAL RESTRICTIONPURSUANT TO CIVIL CODE SECTION 1471, recorded in the Official Records of OrangeCounty on July 12, 2005, as Instrument No. 2005000536288 (the “Quitclaim Deed”), withrespect to that certain real property, located in the County of Orange, State of California,described in Exhibit “A” and depicted on Exhibit “B,” attached hereto and incorporated hereinby this reference (the “Released Area”), constituting a portion of the real property described inthe Quitclaim Deed.EXCEPTING THEREFROM, the rights so acquired by them over those portions of the ReleasedArea described as follows: ___________No exceptions____________________________.Notice of Release - HF District 8.docx

DATED:ORANGE COUNTY WATER DISTRICT,a district created by special act of theCalifornia Legislature (Ch. 924, Stats 1933)By:By:____________________________________________DATED:IRVINE RANCH WATER DISTRICT,a California Water DistrictBy:By:Douglas J. ReinhartPresidentLeslie BonkowskiDistrict SecretaryNotice of Release - HF District 8.docx -2-

Amtliches Mitteilungsblatt der Universität Osnabrück, Nr. 05/2007 913ausgegangen. 3 Findet eine solche Übertragung nicht statt, so ist im Folgenden der Prüfungsausschuss immerdurch ‚die Studiendekanin oder der Studiendekan’ zu ersetzen.(2)(3)(4)(5)(6)(7)1 Der Prüfungsausschuss stellt die Durchführung der Prüfungen sicher. 2 Er achtet darauf, dass die Bestimmungendes Niedersächsischen Hochschulgesetzes (NHG), der Grundordnung der Universität Osnabrückund dieser Prüfungsordnung eingehalten werden. 3 Er berichtet dem Fachbereich und dem Vorstand desZentrums für Lehrerbildung regelmäßig über die Entwicklung der Prüfungen und Studienzeiten; hierbei istbesonders auf die tatsächlichen Bearbeitungszeiten für die Masterarbeit, die Einhaltung der Regelstudienzeitund der Prüfungsfristen einzugehen und die Verteilung der Einzel- und Gesamtnoten darzustellen. 4 DerBericht ist in geeigneter Weise durch die Hochschule offen zu legen. 5 Der Prüfungsausschuss oder die vonihm beauftragte Stelle führt die Prüfungsakten.1 Einem Prüfungsausschuss gehören fünf Mitglieder an, und zwara) drei Mitglieder der Hochschullehrergruppe,b) ein Mitglied der Mitarbeitergruppe, das in der Lehre tätig ist, sowiec) ein Mitglied der Studierendengruppe.2 Die Mitglieder des Prüfungsausschusses nach Satz 1 sowie deren Vertretungen werden durch die jeweiligenGruppenvertretungen im jeweiligen Fachbereichsrat gewählt.3 Die Amtszeit der Mitglieder desPrüfungsausschusses beträgt zwei Jahre, die des studentischen Mitglieds ein Jahr. 4 Wiederwahl ist zulässig.5 Das studentische Mitglied hat bei der Bewertung und Anrechnung von Prüfungs- und Studienleistungen nurberatende Stimme.1 Der Prüfungsausschuss wählt aus der Mitte seiner Mitglieder eine Vorsitzende oder einen Vorsitzenden undderen oder dessen Stellvertretung. 2 Diese gehören in der Regel der Hochschullehrergruppe an.1 Der Prüfungsausschuss fasst seine Beschlüsse mit der Mehrheit der abgegebenen gültigen Stimmen;Stimmenthaltungen gelten als nicht abgegebene Stimmen. 2 Bei Stimmengleichheit gibt die Stimme der oderdes Vorsitzenden den Ausschlag. 3 Der Prüfungsausschuss ist beschlussfähig, wenn die Mehrheit seinerMitglieder, darunter die oder der Vorsitzende oder die oder der stellvertretende Vorsitzende und ein weiteresMitglied der Hochschullehrergruppe, anwesend sind.1 Der Prüfungsausschuss kann Befugnisse widerruflich auf die Vorsitzende oder den Vorsitzenden und diestellvertretende Vorsitzende oder den stellvertretenden Vorsitzenden übertragen. 2 Die oder der Vorsitzendebereitet die Beschlüsse des Prüfungsausschusses vor und führt sie aus. 3 Sie oder er berichtet demPrüfungsausschuss laufend über diese Tätigkeit.1 Die Sitzungen des Prüfungsausschusses sind nicht öffentlich. 2 Die Mitglieder des Prüfungsausschusses undderen Vertretungen unterliegen der Amtsverschwiegenheit. 3 Sofern sie nicht im öffentlichen Dienst stehen,sind sie durch die Vorsitzende oder den Vorsitzenden zur Verschwiegenheit zu verpflichten.(8) Die Studiendekaninnen oder Studiendekane sowie die Mitglieder der Prüfungsausschüsse haben das Recht,an der Abnahme der Fachprüfungen als Beobachterinnen oder Beobachter teilzunehmen.§ 6 Prüfungsberechtigung und Bestellung von Prüfenden und Beisitzerinnen oderBeisitzern(1)1 Der jeweils zuständige Prüfungsausschuss bestellt die Prüfenden und die Beisitzerinnen oder Beisitzer; § 7Absatz 1 Satz 2 bleibt davon unberührt. 2 Zur Abnahme von Prüfungen werden Mitglieder und Angehörigeder Universität Osnabrück oder einer anderen Hochschule bestellt, die in dem betreffenden Prüfungsfachoder in einem Teilgebiet des Prüfungsfaches zur selbstständigen Lehre berechtigt sind. 3 Die Bestellunganderer Personen ist zulässig, wenn diese geeignet sind und ihre Tätigkeit als Prüferin oder Prüfer für dieDurchführung des Prüfungsbetriebes erforderlich ist; Lehrkräfte für besondere Aufgaben sowie in derberuflichen Praxis und Ausbildung erfahrene Personen können im Rahmen ihres Lehrauftrages zur Abnahmevon Prüfungen bestellt werden. 4 Zu Prüfenden sowie zu Beisitzerinnen und Beisitzern dürfen nur Personenbestellt werden, die selbst mindestens die durch die Prüfung festzustellende oder eine gleichwertigeQualifikation besitzen.

PCL. F16801-101INST. NO.2012000007227, O.R.1EXHIBIT "B"SKETCH TO ACCOMPANY ALEGAL DESCRIPTION FORHERITAGE FIELDS DISTRICT 8RELEASED AREAHERITAGE FIELDS EL TORO, LLCPCL. F16-301.2INST. NO. 2012000007228, O.R.f.1~sIRYllll RANCHlll'l'l!R DIS'l'RICT,.....__..,,,,, MARCH 5, 2013BOULEVARDSHEET 1 OF 1 SHEETIRVINE RANCH WATER DISTRICT15600 SAND CANYON AVENUE, IRVINE, CA 92619EXBPLAT-HF NOR.DWG

EXHIBIT "C"PARKWAYPCL. F16801-101INST. NO.2012000007227, O.R.PCL. F16-301.2INST. NO. 2012000007228, O.R.BOULEVARDNOTICE OF RELEASE AREASHEET 1 OF 1 SHEETIRVINE RANCH WATER DISTRICT15600 SAND CANYON AVENUE, IRVINE, CA 92619HERITAGE FIELDS EL TORO, LLCIRYllll RANCHlll'l'l!R DIS'l'RICT.....___ MARCH 25, 2013AGEND03-25-2013-EXC.DWG

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To:Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: N/AEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:MEMORANDUM OF UNDERSTANDING WITH CITY OF ANAHEIM FORTHE DEVELOPMENT OF RECREATIONAL IMPROVEMENTS AT THEFIVE COVES PROPERTYSUMMARYOn February 6, 2013 the Board of Directors authorized staff to provide a letter ofsupport for the City of Anaheim’s (City) grant application for recreational improvementsat the Five Coves Basin Property (Property); and the preparation of a Memorandum ofUnderstanding (MOU) between the City and the District to begin planning the potentialdevelopment of recreational improvements at the Property. Staff is presenting a draftMOU for Committee consideration.Attachment(s): Draft MOU with the City of AnaheimRECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize execution of Memorandumof Understanding with the City of Anaheim to begin planning the potential developmentof recreational improvements at Five Coves Basin property.BACKGROUND/ANALYSISOn February 6, 2013 the Board of Directors authorized staff to provide a letter ofsupport for the City’s grant application for a park at the Property; and the preparation ofa MOU between the City and the District to begin planning the potential development ofrecreational improvements at the Property. The City is proposing to continue theAnaheim Coves trail north to Frontera Street. This project would likely include a bikepath, walking path, benches, interpretive signage, and native landscaping. The City isalso working with Southern California Edison and the Orange County Flood ControlDistrict, who own adjacent parcels of land. Both entities are in support of the City’seffort and have provided letters of support as well.The MOU for the Five Coves Park, patterned after the one executed for AnaheimCoves, proposes a lease term of 25 years; the City will be the lead agency for all

equired environmental compliance; will be responsible for the development andconstruction of all amenities and the maintenance of all improvements within the projectarea, with approval from OCWD at each step.The City advised that a MOU would help further secure the City’s ability to receive grantfunding for the improvements. The City will apply for grant funding from the UrbanGreening for Sustainable Communities Program administered by the Strategic GrowthCouncil of the California Natural Resources Agency for a trail and nature park west of 5Coves. The grant is the 3rd and final round of Proposition 84 which was passed byCalifornia voters in 2006 for projects that reduce urban communities’ contribution toglobal warming and increase their adaptability to climate change while improving thequality of life in those communities.The Urban Greening for Sustainable Communities Program provides funds to preserve,enhance, increase or establish community green areas such as urban forests, openspaces, wetlands and community spaces. If selected, the City will be eligible to submit afull application in the summer of 2013. The City previously received funding from the 1stround of Urban Greening for Sustainable Communities Program for the AnaheimOutdoors Connectivity Plan.PRIOR RELEVANT BOARD ACTION(S) N/A2/6/13, R13-2-00, Authorize staff to transmit a letter of support for the City of Anaheim’sgrant application for recreational improvements at Five Coves Basin property.

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MEMORANDUM OF UNDERSTANDINGBy and BetweenTHE ORANGE COUNTY WATER DISTRICTAndTHE CITY OF ANAHEIMForFIVE COVESWHEREAS, the development of public recreational improvements surrounding FiveCoves will serve the interests of both the City of Anaheim (CITY) and the OrangeCounty Water District (DISTRICT); andWHEREAS, the DISTRICT owns the property where the proposed improvements willoccur; andWHEREAS, it is the mutual desire of the parties to enhance the value of this facility forthe Anaheim community by creating opportunities for recreation and city parkland, andto negotiate in good faith to attain these common goals while maintaining DISTRICT’Sability to maintain and operate Five Coves; andWHEREAS, CITY and DISTRICT wish to enter into this Memorandum ofUnderstanding (“MOU”) as a basis for their future negotiations for joint use of theDISTRICT property to the extent such use may be consistent with the CITY’S GeneralPlan.NOW, THEREFORE, the parties hereto establish the following principles to guide theirfuture negotiations on this matter:1. The parties will jointly establish the boundaries of the recreational uses, takinginto consideration the security, environmental, and operational requirements ofthe DISTRICT and the CITY’S desire to maintain open access to Five Coves forthe citizens of the City of Anaheim.2. To assure that both parties’ interests are addressed, DISTRICT and CITY willdevelop a joint development plan for the entire Five Coves site which will guideany DISTRICT or CITY actions required to meet the standards established in thisMemorandum. That plan will become the basis of a Lease agreement which shallgovern all aspects of the joint use of the property and facilities at the Five Covessite. CITY acknowledges that implementation of that Lease agreement by meansof development of park facilities and their operation and maintenance will requireinsurance in coverage and amounts acceptable to the Association of CaliforniaWater Agencies Joint Powers Insurance Authority.3. The City will be responsible for the design, development, environmentalcompliance, permitting, and construction of all facilities (which will occur on

property owned by the DISTRICT) provided for the enjoyment of the public, aswell as for providing maintenance of these facilities.4. As part of the foregoing joint development plan for the site, a detailed site planwill be prepared by CITY and accepted by DISTRICT, which delineates thoseareas of the entire site which are (1) areas to be dedicated exclusively forDISTRICT use; and (2) areas to be used jointly for District-related purposes andfor public use. CITY acknowledges that any joint use of DISTRICT lands musttake into account DISTRICT lessees on the DISTRICT lands, and their rightsunder DISTRICT leases and permits.5. CITY acknowledges that DISTRICT has areas adjacent to and in the vicinity ofthe Five Coves site that are planted with native plants for purposes ofenvironmental mitigation and that any use of DISTRICT lands must take intoaccount that these areas with native plants must be protected and preserved.6. CITY acknowledges that DISTRICT desires to preserve an area along thenorthwest edge of the Fives Coves site for future environmental mitigation forDISTRICT activities, and this will involve future planting with native plants.7. CITY will assume responsibility as lead agency for environmental compliance forthe recreational development of the Five Coves site and for any modificationsfrom existing use required for recreational uses. DISTRICT shall be designatedas a Responsible Agency. CITY will provide DISTRICT an administrative draftversion of any environmental documents prepared for the recreationaldevelopment and respond to DISTRICT comments on the draft documents priorto releasing the environmental documents for public review. CITY shall notpropose or agree to any mitigation measures that affect DISTRICT lands withoutprior DISTRICT approval, which may be withheld for any reason.8. To minimize the impact of construction activities upon DISTRICT’s use of theFive Coves site, the DISTRICT and CITY shall meet regularly both before andduring the construction period to discuss the construction schedule and anyimpact of construction activities upon DISTRICT use of the Five Coves Site. Theconstruction plan shall become a part of a Lease agreement to be negotiated bythe parties. CITY will indemnify the DISTRICT from damage or injuries whichoccur on DISTRICT property, which is attributable to CITY’S maintenance orconstruction operations or resulting from public use and access. DISTRICT willindemnify the CITY from damages or injury on the CITY developed areas, whichis attributable to the District’s maintenance or construction operations.9. The DISTRICT and the CITY may establish one or more joint committees toresearch or discuss any aspect of the issues pertinent to the joint use of the FiveCoves site. Any recommendations by such committees shall not be binding uponthe parties unless and until incorporated into the Lease agreement for thefacilities.

10. The parties hereto agree to negotiate in good faith for the purpose of developingand executing a Lease agreement based upon the terms of the MOU. However,except for said obligation to negotiate, nothing contained herein shall be deemed abinding commitment upon or enforceable promise by either party.11. The CITY will apply for and be responsible for managing State, Federal, andlocal grants for the design and development of the Five Coves site.12. No grant funds will be utilized for mitigation efforts unless allowed for under thespecific grant guidelines.13. The property will not be used by CITY as security for any debt.14. The District agrees that the CITY shall pay the sum of One Dollar ($1) per year asannual rent for the Five Coves site.15. Attached hereto as Exhibit “A” and incorporated by reference herein, is adepiction of the Five Coves site showing the proposed recreational improvementsto be contemplated under the afore mentioned Lease agreement. Said Exhibits,and any related definitions, estimates, figures, or valuations are included herewithto signify the intent of this MOU, and the parties hereto agree and understand thatsaid definitions, estimates, figures, or valuations may vary during the design andconstruction process associated with the project. The Exhibits are subject torevision based upon the Lease agreement for the site.//////IN WITNESS WHEREOF, the City of Anaheim and the Orange County WaterDistrict have entered into this Agreement as of the dates set forth below.CITY OF ANAHEIMBy:____________________ORANGE COUNTY WATER DISTRICTBy: ______________________President

Date: __________________Date: ____________________By: ______________________xx, General ManagerApproved as to form:xx, City AttorneyApproved as to form:Joel Kuperberg, OCWD General CounselBy: _____________________By: _____________________Attested To:By: ______________________City Clerk for City of Anaheim

Exhibit A

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudget Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/Line Item No. N/AGeneral Counsel Approval: RequiredEngineers/Feasibility Report: N/ACEQA Compliance: N/ASUBJECT: LICENSE AGREEMENT WITH RAY CURRIE, JOHN CURRIE, ANDCHARLES CURRIE - WEST OF HIGHWAY 71 PRADO BASINSUMMARYOn February 15, 2012 the Board directed staff to begin the process to discontinue andterminate the District’s Prado Key Access License Agreement (License) program that allowedadjacent property owners and lessees to access their property by using the District’s accessroad and entry gate on Highway 71 in Prado Basin. Subsequently, all license agreements andPrado Key Access License Agreements were terminated and on July 18, 2012, the Boardgranted new licenses to Andre Bellow, Dan DeBusschere and Robert K and Debra Petersonto access their property. On March12, 2013, Ray Currie requested the District issue a licenseto him and his brothers John Currie and Charles Currie to access their Prado property west ofHighway 71.Attachment(s): Email from Ray Currie dated March 12, 2013 License AgreementRECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize execution of LicenseAgreements with Ray Currie, John Currie, and Charles Currie for access across Districtproperty west of Highway 71 access road for a 5 year period ending March 31, 2018 with alicense fee of $550.DISCUSSION/ANALYSISPursuant to the direction given by the Board to staff on April 4, 2012, staff negotiated and theBoard approved on July 18, 2012 a more comprehensive license agreement with Andre Bello,which includes his sons Albert and Carlos Bello and Dan DeBusschere; and Robert K. andDebra Peterson (Licensees) to access their properties west of Highway 71. All other licenseagreements were terminated. Since the new licenses were issued, staff has had pipe gatesinstalled to further secure the property from trespassing. The added security is in response tothe use of the District’s entry gate on Highway 71 and its access road by unauthorizedindividuals, and the unauthorized moving of grading equipment over the District’s accessroad.

On March12, 2013, Ray Currie, who previously had a Prado Key Access License Agreementunder Seldon Investments, requested that he and his brothers John Currie and CharlesCurrie, be issued a new license to access their property west of Highway 71 using theDistrict’s entrance gate and access road. In an e-mail received from Ray Currie, heacknowledged his use of the District’s gate and access road to allow friends to use the roadto access his property without District permission. He stated that he has withdrawnpermission from his friends to access his property and he has settled his differences with theCity of Chino Hills over the grading issue on his and Mr. Aros property. As requested by Mr.Currie, staff is presenting Mr. Currie’s request for a new license to the Committee forconsideration. The license being offered is a more comprehensive license agreementdeveloped in 2012 to access the District’s West of Highway 71 property access road andgates which includes liability insurance, and a $550 license fee to cover a portion of the costto issue the license. The terms of a new license are in Table I below and are the same as theterms as in the license issued to Mr. & Mrs. Peterson.TABLE 1PROPOSED LICENSE TERMSTerm of LeaseCondition- 5 yearsProposed TermsFee $550 one-time feeUse- Personal use for access over the District’s access roadand use of entry and pipe gateInsuranceAccess- Workers Compensation and Employer’s LiabilityInsurance – $1,000,000 -Waived if no employee.- Public Liability Insurance – in an amount and formacceptable to District’s Risk Manager, showing OCWD,its officers, directors, employees and agents added asadditional insured to policy- Automobile Liability Insurance – OCWD, its officers,directors, employees and agents added as additionalinsured to current policy- OCWD puts Licensee’s lock on the entry and pipe gatewest of Highway 71- Licensee not to provide access or give keys to non-Licensees- General Manager or his designee can immediatelyterminate license if Licensee does not comply withterms and conditions of License- Licensee agrees License does not create an easementor other property rights

PRIOR RELEVANT BOARD ACTION7/18/12, R12-7-80, Approve execution of License Agreements with Andre Bello, Albert Bello,Tony Bello, Dan DeBusschere; and Robert K. and Debra Peterson for access across Districtproperty west of Highway 71 at Prado Basin4/4/12, Motion12-51, Extending Prado Key Access License Agreements termination date withproperty owners Dan DeBusschere, Andre Bello, Robert and Debra Peterson.2/15/12, M12-00, Termination of Prado Key Access License Agreements program and directstaff to send a 30 days Notice of Termination to all Prado Key Access Licensees.9/7/11, M11-143, Direct staff to transmit letters to the Prado West of Highway 71 AccessRoad and Gate Licensees suspected of violating the terms of their License Agreementadvising that the District intends to take action to protect itself against trespassing, andrequesting that the Licensee appear before the Property Management Committee to discussthe issue6/2/10, R10-6-85, Approving Prado Key Access License Agreements – West of Highway 71at Prado BasinR92-12-213, 12/16/92, Determining necessity for charge of fee for issuance of Right-of-EntryPermits (Licenses) and adopting fee Schedule.6/19/85, R85-6-70, Approving and authorizing execution and issuance of permits for accessover District Prado property.

Location MapLICENSE AGREEMENTS WEST OF HIGHWAY 71/PRADO BASIN

Property Management CommitteeMarch 22, 2013Email from Ray CurrieFrom: Ray Currie [mailto:ray@currieenterprises.com]Sent: Tuesday, March 12, 2013 9:11 AMTo: Jackson, DonSubject: RE: West of Highway 71 PropertyDonI would like to apply for an access license agreement. I apologize for the delay, the OCTA’s condemnation ofour property on Tustin Avenue and their abandonment of the process midway through caused our businesssevere distress and required 100 percent of my time. We are now situated in Corona and would like to take careof this detail as soon as possible. We have settled our differences with the City of Chino Hills and havewithdrawn permission to access our property from the few friends that had used it in the past. I want to makeone point clear, and that is whatever we may have been accused of doing, we did it on our property. We neverused the road or water district property for anything more than access to our property. Please let me know whatneeds to happen next to move this process forward.ThanksRay Currie

LICENSE AGREEMENT(RAYMOND CURRIE, JOHN CURRIE, AND CHARLES CURRIE)(West of Highway 71 Property)This License Agreement (“License”) is made and entered into as of April 3, 2013 by andbetween the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State ofCalifornia organized under Chapter 924 of the Statutes of 1933, as amended (“OCWD”), andRAYMOND CURRIE, JOHN CURRIE, AND CHARLES CURRIE (collectively“Licensee”).PART IFUNDAMENTAL LICENSE TERMS1.1 License: OCWD hereby issues to Licensee a License to enter upon the following realproperty owned by OCWD, for the purpose or activity specified in Paragraph 1.1.2:1.1.1 Licensed Property: Entry and pipe gate, and access road located on the West ofHighway 71 property at Prado Basin, as shown on the map included as Part IV attachedhereto and incorporated herein by this reference (“Premises”).1.1.2. Use of Premises: For and during the term of this License, and any extension orrenewal thereof, Licensee shall use the Premises solely and exclusively for the followingpurpose(s) or activity(ies): for the purpose of personal ingress and egress by Licenseeacross OCWD property to Licensee’s property described below (“Licensee Property).The movement of heavy equipment over or across the Premises is expressly prohibited.Licensee must personally escort all invitees of Licensee across the Premises. TheLicensee Property is identified as County of San Bernardino Assessor Parcel No. 1057-271-02 and 1057-271-04.1.2 Term: This License shall commence on April 3, 2013 (“Commencement Date”) andshall continue to and terminate at 11:59 p.m. local time on March 30, 2018 (“Expiration Date”).This License and the Licensee’s rights hereunder may not be extended beyond the ExpirationDate unless such extension is set forth in writing and signed by both OCWD and the Licensee.Notwithstanding the foregoing or any other provision of this License, either OCWD’s GeneralManager or his designee or Licensee may in his or her sole and absolute discretion terminate thisLicense with or without cause, or for any reason, at any time, by giving the other party a thirty(30) days written notice of termination.BY PLACING ITS INITIALS HERE, LICENSEE ACKNOWLEDGES THAT ITHAS READ AND UNDERSTANDS THE PROVISIONS OF THIS LICENSETHAT ALLOW OCWD TO TERMINATE THIS LICENSE AT ANY TIME WITHOR WITHOUT CAUSE AS SET FORTH HEREINABOVE.Licensee: ____________

1.3 License Consideration: As consideration for the issuance of this License, Licensee shallpay to OCWD the sum of FIVE HUNDRED FIFTY DOLLARS ($550.00), as one lump sumpayment (“License Fee”) in accordance with Part II (General Provisions).1.4 Notices and Payments: All payments, notices and other writings required to bedelivered under this License to either party shall be delivered in accordance with the provisionsof Part II (“General Provisions”), to OCWD at the address set forth in Part II, and to Licensee atthe address set forth in this Part I.1.5 Attachments: This License incorporates by reference the following Attachments to thisLicense:Part I:Part II:Part III:Part IV:Fundamental License TermsGeneral License ProvisionsSpecial License ProvisionsMap of the Premises1.6 Integration: This License represents the entire understanding of OCWD and Licensee asto the License and all other matters contained herein. No prior oral or written understandingshall be of any force or effect with regard to those matters covered by this License. This Licensesupersedes and cancels any and all previous negotiations, arrangements, agreements orunderstandings, if any, between the parties, and none shall be used to interpret this License.IN WITNESS WHEREOF, the parties have executed and entered into this License as of thedate first set forth above.ORANGE COUNTY WATER DISTRICT,a political subdivision of the State of Californiaorganized under Chapter 924 of the Statutes of1933, as amendedRAY CURRIE, JOHN CURRIE, ANDCHARLES CURRIE (collectively“Licensee”).By: ________________________________Shawn Dewane, PresidentBy: _________________________________Michael R. Markus P.E.,General ManagerAPPROVED AS TO FORM:RUTAN & TUCKER, LLP.By: ____________________________________General Counsel, Orange County Water DistrictBy: _________________________________Ray CurrieBy: _________________________________John CurrieBy: _________________________________Charles CurrieLicensee Information:Address for Notices:7550 E. Martella LaneAnaheim, CA 92808-1316-2-

License Agreement Ray Currie (3-18-13)Attn: Ray CurrieTelephone Number: (714) 528-6957Cell Phone Number:Fax No.: ( 951) 549-0267Email Address: ray@currieenterprises.com-3-

2.1 Payment of License FeePART IIGENERAL LICENSE PROVISIONS2.1.1 Transmittal of Payments: Licensee shall make all License Fee payments, and payall other sums due under this License, in lawful money of the United States, by checkpayable to "ORANGE COUNTY WATER DISTRICT," and shall personally deliver ormail all payments without any notice or demand to OCWD at the address set forth inParagraph 2.8.1 below. Licensee assumes all risk of loss or late payment if any paymentis made by mail.2.1.2 No Offsets: All License Fees and other sums due under this License shall be paidwithout offset or deduction, and shall be deemed payments on account. Neither thepayment by Licensee nor the acceptance by OCWD of any License Fee or other sum inan amount which is less than the amount due and payable pursuant to this License, northe issuance of a monthly statement showing as due and payable an amount less than isproperly due and payable pursuant to the terms of this License, shall constitute anagreement by OCWD modifying this License or a waiver of OCWD's right to receive allsums provided for in this License. No endorsement or statement on any check or anyletter accompanying any check or payment shall be deemed an accord or satisfaction, andOCWD shall accept all checks and payments from Licensee without prejudice toOCWD's right to recover the balance of the amount due or to pursue any other remedy inthis License or otherwise provided by law.2.2 Charges for Payment of License Fee2.2.1 If any payment of any License Fee or any other sum due OCWD is not receivedby OCWD within ten (10) days after the due date, Licensee shall be deemed delinquent inits License Fee payment and a late charge of one and one-half percent (1.5%) of thedelinquent amount, plus the sum of One Hundred Dollars ($100.00), shall becomeimmediately due and payable to OCWD. An additional charge of one and one-halfpercent (1.5%) of such delinquent License Fee payment (excluding late charges) shall beadded for each additional calendar month (or portion thereof) that the delinquent sumremains unpaid.2.2.2 Licensee and OCWD hereby acknowledge and agree that such late charges do notrepresent and shall not be deemed to be an interest payment, but that such late chargesrepresent a fair and reasonable estimate of the costs and expenses that OCWD will incurby reason of Licensee's late payment.-4-

2.2.3 Acceptance by OCWD of any delinquent License Fee payment or late chargeshall in no way constitute a waiver of Licensee's default with respect to such overdue anddelinquent payment, or in any way impair, prevent or restrict OCWD from exercising anyof its rights or remedies set forth in this License or otherwise provided at law.2.3 Use of Premises2.3.1 Conditions of Use: For and during the term of this License, and any extension orrenewal thereof, Licensee's use of the Premises shall be subject to the followingconditions, covenants and restrictions:2.3.1.1 Except as provided in this License, the Premises shall be used only forthe purposes specified in Paragraph 1.1.2 above, and the Premises shall not beused for any other use or purpose whatsoever, without the prior written consent ofOCWD.2.3.1.2 Licensee shall not cause, permit or suffer any “hazardous material,”“hazardous waste” or “hazardous chemicals” as those terms are used in CERCLA(42 U.S.C. § 9601(14)) or SARA (42 U.S.C. § 110211(e)) or any similar Federal,State, or local law, statute, ordinance, regulation or order, or otherwise determinedby OCWD, to be brought upon, left, used or abandoned on the Premises.2.3.1.3 Licensee shall not maintain, commit or permit the maintenance orcommission of any waste or any nuisance (as defined in California Civil Codesection 3479) on the Premises, and Licensee shall not use or permit the use of thePremises for any unlawful purpose.2.3.1.4 OCWD or its authorized representative shall have the right at allreasonable times to enter upon the Premises and inspect the general condition ofthe Premises to determine if Licensee is complying with the terms, conditions,requirements and provisions of this License.2.3.2 Utilities and Services: Licensee shall be solely responsible for obtaining all utilityservice and for the payment of all utility charges, including but not limited to water andpower, supplied to the Premises.2.3.3 Permits and Approvals: Licensee shall obtain any and all governmental permits,approvals, licenses or other authorizations which may be required in connection with theuse of the Premises as set forth in this License. No approval or consent given under thisLicense by OCWD shall affect or limit Licensee's obligations hereunder, nor shall anyapprovals or consents given by OCWD, in its capacity as a party to this License, bedeemed to be approval as to compliance or conformance with any applicablegovernmental codes, laws, orders, rules or regulations.-5-

2.4 Insurance: Without limiting Licensee’s indemnification obligations, Licensee shall notenter or occupy the Premises until Licensee has obtained all of the insurance required hereinfrom a company or companies acceptable to OCWD, and Licensee shall maintain all suchinsurance in full force and effect at all times during the term of this License and any extension orrenewal thereof. Insurance shall be placed with insurers having a current A.M. Best rating of noless than A-:VII or equivalent or as otherwise approved by OCWD.2.4.1 Licensee shall take out and maintain the following insurance:2.4.1.1 Workers’ Compensation and Employer’s Liability Insurance: Licenseeshall cover or insure under the applicable laws relating to workers’ compensationinsurance all of its employees working on or about the Premises, in accordancewith the “Workers’ Compensation and Insurance Act,” Division IV of the LaborCode of the State of California and any Acts amendatory thereof. Licensee shallprovide worker’s compensation insurance and employer’s liability insurance withlimits not less than One Million Dollars ($1,000,000) each occurrence, OneMillion Dollars ($1,000,000) disease policy limit, and One Million Dollars($1,000,000) disease each employee. Such policy of workers compensationinsurance shall contain the following separate endorsements:(a) “Insurer waives all rights of subrogation against the OrangeCounty Water District, its officers, directors, employees, representatives andvolunteers.”(b) “This insurance policy shall not be suspended, voided, reduced incoverage or in limits, cancelled, limited, non-renewed or materially changed forany reason by the insurer until thirty (30) days after receipt by the Orange CountyWater District of a written notice of such cancellation, limitation or reduction ofcoverage.”2.4.1.2 Commercial General Liability Insurance providing coverage in thefollowing minimum limits:(a) Combined single limit of Two Million Dollars ($2,000,000) peroccurrence for Bodily Injury, Personal Injury or Death and Property.(b) Damage Coverage shall be at least as broad as Insurance ServicesOffice (ISO) Commercial General Liability coverage (occurrence Form CG0001).(c) If Commercial General Insurance or other form with a generalaggregate limit is used, either the general aggregate limit shall apply separately tothe project/location (with the ISO CG 2503 or ISO CG 2504, or insurer’s-6-

equivalent endorsement provided to OCWD), or the general aggregate limit shallbe twice the required occurrence limit.2.4.1.3 Comprehensive Automobile Liability Insurance, including owned, nonowned,leased, hired, and borrowed automobiles and similar vehicles, providingthe following minimum limits:(a) Combined single limit of One Million Dollars ($1,000,000) peroccurrence for Bodily Injury or Death and Property Damage.(b) Coverage shall be at least as broad as Insurance Services Office(ISO) Business and Auto Coverage (Form CA 0001) covering any auto.2.4.2 Endorsements: The policies of liability insurance provided for in Paragraphs2.4.1.2 and 2.4.1.3 shall specify that this specific License is insured and that coverage forinjury to participants resulting from Licensee's activities is not excluded, and shall be in aform satisfactory to OCWD and contain the following separate endorsements:(a) “The Orange County Water District, its officers, directors,employees, representatives and volunteers, are declared to be additional insuredson all of the above policies with respects to the operations and activities of thenamed insured at or from the premises of the Orange County Water District. Thecoverage shall contain no special limitations on the scope of protection affordedto the Orange County Water District, its officers, directors, employees,representatives and volunteers.”(b) “This insurance policy shall not be suspended, voided, reduced incoverage or in limits, canceled, limited, non-renewed, or materially changed forany reason until thirty (30) days after receipt by the Orange County Water Districtof a written notice of such cancellation, limitation or reduction of coverage.”(c) “This insurance policy is primary insurance and no insurance heldor owned by the designated additional insureds shall be called upon or looked tocover a loss under said policy; the Orange County Water District shall not beliable for the payment of premiums or assessments on this policy.”(d) “Any failure to comply with reporting or other provisions of thepolicies including breaches of warranties shall not affect coverage provided to theOrange County Water District, its officers, directors, employees, representatives,or volunteers.”(e) “This insurance shall apply separately to each insured againstwhom claim is made or suit is brought, except with respect to the limits of theinsurer’s liability.”-7-

2.4.3 Evidence of Coverage: Licensee shall at the time of the execution of the Licensepresent to OCWD the original policies of insurance required by this Paragraph 2.4 or acertificate of the insurance, with separate endorsements (Insurance Services Office FormCG 2026, or equivalent), showing the issuance of such insurance and the additionalinsured and other provisions and endorsements required herein and copies of allendorsements signed by the insurer’s representative. All policies shall contain theLicensee’s name and location of the Premises on the certificate. At least thirty (30) daysprior to the expiration of any such policy, a signed complete certificate of insurance, withall endorsements provided herein, showing that such insurance coverage has beenrenewed or extended, shall be filed with OCWD. Licensee’s insurance shall applyseparately to each insured against whom claim is made or suit is brought, except withrespect to the limits of the insurer’s liability.2.4.4 Review of Coverage: OCWD shall have the right at any time to review thecoverage, form, and limits of insurance required under this License. If, in the sole andabsolute discretion of OCWD, the insurance provisions in this License do not provideadequate protection for OCWD, OCWD shall have the right to require Licensee to obtaininsurance sufficient in coverage, form and limits to provide adequate protection andLicensee shall promptly comply with any such requirement. OCWD's requirements shallnot be unreasonable, but shall be adequate in the sole opinion of OCWD to protectagainst the kind and extent of risks which may exist at the time a change of insurance isrequired, or thereafter.2.4.5 Deductibles: Any and all deductibles must be declared and approved by OCWDprior to execution of this License.2.4.6 License Contingent Upon Coverage: Notwithstanding any other provision of thisLicense, this License shall be null and void at all times when the above-referencedoriginal policies of insurance or Certificate of Insurance or Renewal Certificates orEndorsements are not on file with OCWD.2.5 Indemnification2.5.1 OCWD Not Liable: OCWD shall not be liable at any time for any loss, damageor injury whatsoever to the person or property of any person or entity whatsoever,including but not limited to any employee, agent or contractor of Licensee, resulting fromor arising out of any act or omission of Licensee or of any person or entity holding underLicensee, or the occupancy or use of the Premises or any part thereof by or underLicensee, or any act or omission in the exercise of any right or the performance of anyobligation under this License, or directly or indirectly from any state or condition of thePremises, or any part thereof.-8-

2.5.2 Indemnification: Irrespective of any insurance carried by Licensee for the benefitof OCWD, and notwithstanding any other provision of this License to the contrary,Licensee shall indemnify and hold OCWD, its officers, directors, employees,representatives and volunteers harmless from and against any and all actions, claims,demands, judgments, attorneys fees, costs, damages to persons or property, penalties,obligations, expenses or liabilities of any kind that may be asserted or claimed by anyperson or entity (including, but not limited to, any employee, agent or contractor ofLicensee) in any way arising out of or in connection with this License, the operationscarried on by Licensee on the Premises or any lands to which Licensee has accesshereunder, or the occupation or use of the Premises by Licensee or any person or entityholding under Licensee (collectively, “Claims”), whether or not there is concurrent activeor passive negligence on the part of OCWD, and/or acts for which the OCWD would beheld strictly liable, but excluding the sole active negligence and willful misconduct ofOCWD. In connection therewith:2.5.2.1 Licensee shall defend and hold OCWD, its officers, employees, agents,representatives and volunteers, harmless from any and all Claims, whether causedin whole or in part by OCWD’s active or passive negligence, and/or acts forwhich OCWD would be held strictly liable, but excluding any Claim that resultsfrom the sole active negligence or willful misconduct of OCWD, its officers,employees, agents, or representatives; and Licensee shall pay all expenses andcosts, including attorneys’ fees, incurred in connection therewith.2.5.2.2 Licensee shall promptly pay any judgment rendered against Licensee orOCWD covering any Claim, and hold and save OCWD harmless therefrom,whether such Claim was caused in whole or in part by OCWD’s active or passivenegligence, and/or acts for which OCWD would be held strictly liable, butexcluding the sole active negligence and willful misconduct of OCWD.2.5.2.3 In the event OCWD is made a party to any action or proceeding filed orprosecuted for or arising out of or in connection with any Claim, Licensee shallpay to OCWD any and all costs and expenses incurred by OCWD in any suchaction or proceeding, together with reasonable attorneys’ fees.2.5.2.4 All of the indemnity obligations of Licensee under this Paragraph 2.5.2,or as otherwise set forth in this License, shall survive the expiration or earliertermination of this License.-9-

2.6 Legal Relations and Responsibilities2.6.1 Nature of Relationship: OCWD and Licensee understand and agree that the onlyrelationship between them created by this License is that of Licensor and Licensee, andthat this License does not create, and shall not be construed to create, any agency,partnership, joint venture, landlord-tenant or other relationship between OCWD andLicensee.2.6.2 Compliance with Laws: Licensee shall keep itself fully informed of all existingand future state and federal laws and all county and city ordinances and regulations whichin any manner affect the activities of Licensee under this License, or the possession oruse of the Premises by Licensee, and of all such orders and decrees of bodies or tribunalshaving any jurisdiction or authority over the same. Licensee shall at all times observeand comply with all such existing and future laws, ordinances, regulations, orders anddecrees, and shall protect and indemnify, as required herein, OCWD, its officers,directors, employees and agents against any claim or liability arising from or based on theviolation of any such law, ordinance, regulation, order or decree, whether by Licensee orany person or entity holding under Licensee.2.6.3 Assignment: The License granted hereby is personal to Licensee and anyassignment of said License by Licensee, voluntarily or by operation of law, shallautomatically terminate this License, unless Licensee has obtained the prior writtenconsent of OCWD, which may be withheld, in its sole and absolute discretion, for anyreason or no reason at all.2.6.4 Acknowledgment of OCWD's Title: Licensee hereby acknowledges the title ofOCWD in and to the Premises, including the real property fixtures and improvementsexisting or erected thereon, and Licensee hereby covenants and promises never to assail,contest or resist OCWD's title to the Premises.2.6.5 Liens: Licensee shall maintain the Premises free from and clear of any claims,obligations, liabilities, liens, encumbrances and charges, including but not limited to anyclaims, liens or charges arising out of or in connection with the furnishing of materials orthe performance of labor on the Premises. Licensee further shall protect and indemnifyOCWD and the Premises from and hold them, and each of them, harmless against anyand all such claims, obligations, liabilities, liens, encumbrances and charges.2.6.6 Possessory Interest Taxation: A possessory interest subject to property taxationmay be created by this License. It is understood and agreed that if such a possessoryinterest is created, Licensee shall be responsible for the payment of all property taxeslevied on such interest, and that OCWD shall have no responsibility therefor.-10-

2.6.7 OCWD’s Reservations2.6.7.1 OCWD hereby reserves the right to grant easements and rights-of-wayfor pole or tower lines for transmission of electricity, and easements, leases andrights-of-way for telephone, telegraph, telecommunication facilities, gas, water,water well(s), sewer and oil lines, for roads and highways, and for other similaruses over and across the Premises at any location or locations within the Premises.In the event Licensee determines that the granting or exercise of any sucheasement, lease, or right-of-way significantly interferes with Licensee'spossession or use of the Premises, Licensee's only remedy shall be to terminatethis License upon thirty (30) days written notice to OCWD. Licensee shall notinterfere with any easements or rights-of-way pertaining to or affecting thePremises.2.6.7.2 OCWD hereby reserves the right to sell, transfer, lease or otherwisedispose of any portion of the Premises at any time. In the event of such sale,transfer, lease or disposition, and notwithstanding any other provision of thisLicense, this License shall, upon the close of escrow or the conveyance of title,terminate as to the portions of the Premises sold, transferred, leased or disposedof, and Licensee shall release the same from the terms of this License and fromany encumbrance which results from this License.2.6.7.3 OCWD reserves the right unto itself to perform any and all workinvolved in protecting, replenishing and/or conserving the basin groundwatersupply and any other work necessary to the functions or purposes of OCWD, asset forth in the Orange County Water District Act, Chapter 924 of the CaliforniaStatutes of 1933, as amended, upon any portion or all of the Premises at any time.Such work may be performed without incurring any liability of any naturewhatsoever to Licensee, and Licensee hereby releases OCWD from, andcovenants not to sue OCWD for, any such liability. OCWD further reserves untoitself the rights of ingress and egress over all or any portion of the Premises.2.6.8 Waiver of Claims: As a material part of the consideration to OCWD under theLicense, Licensee hereby waives any and all claims that it may have against OCWDduring the term of this License, or any extension or renewal thereof, for any damage togoods, wares and merchandise upon or about the Premises, and for any injury toLicensee, its employees, agents, invitees, or to third parties in or about the Premises, fromany cause arising at any time.2.6.9 Surrender of Possession: At the expiration or termination of this License, whetherwith or without cause, Licensee shall promptly quit and surrender the Premises in a goodstate of repair.-11-

2.6.10 Disposition of Abandoned Property: If Licensee abandons or quits the Premisesor is dispossessed thereof by process of law or otherwise, title to any personal propertyleft on the Premises for fifteen (15) or more days after such event shall at OCWD'sopinion, be deemed to have been abandoned and transferred to OCWD. OCWD shallhave the right to remove and dispose of any and all such property without liabilitytherefor to Licensee or to any person or entity claiming under Licensee, and OCWD shallhave no duty to account for such property. Licensee agrees to reimburse OCWD for anyand all costs associated with OCWD transferring or disposing of Licensee’s personalproperty pursuant to this Section.2.6.11 Premises “As-Is”: Licensee acknowledges that the Premises are being providedto Licensee on an “as-is” basis, and Licensee takes and occupies the Premises withoutreliance upon any representation by OCWD, or any of its officers, employees, agents orrepresentatives, or any other person, concerning the Premises, their fitness for Licensee'sintended use or any other particular purpose of use, their income-producing history,potential or capabilities, their value, or any other promise, representation or inducementnot expressly set forth in this License.2.6.12 No Representation or Warranty Concerning Premises: Licensee acknowledgesthat neither OCWD, nor any of its officers, employees, agents or representatives, hasmade any written or oral representation, promise, or warranty, expressed or implied,concerning the Premises, their fitness for Licensee's intended use or any other purpose oruse, their income producing history, potential or capabilities, their value, or any othermatter not expressly set forth in this License.2.6.13 Disputes: In the event that any action is commenced by a party to this Licenseagainst the other to enforce its rights or obligations arising from this License or seekingto interpret this License, the prevailing party in such action, in addition to any other reliefand recovery ordered by the court, shall be entitled to recover all statutory costs, plusreasonable attorneys’ fees. Should OCWD be named in any suit brought by any thirdparty against Licensee in connection with or in any way arising out of Licensee'soccupancy or use of the Premises under this License, Licensee shall pay to OCWD itscosts and expenses incurred in such suit, including reasonable attorneys’ fees.2.6.14 Security Measures: Licensee acknowledges that the Premises are licensed toand accepted by Licensee in an “as-is” condition, and that the License Payments andother sums payable from Licensee to OCWD hereunder do not include the cost ofsecurity guard or any other security services or measures. Licensee further acknowledgesthat OCWD makes no representation or warranty, express or implied, regarding thesecurity of the Premises or the need for or propriety of any security measures at thePremises; and Licensee further acknowledges that OCWD shall have no obligationwhatsoever to provide guard service or any other security measures. Licensee expressly-12-

assumes all responsibility for the protection and security of the Premises, Licensee, itsagents, employees, invitees and property within the Premises from any and all acts of anythird party.2.6.15 No Obligation to Third Parties: Execution and issuance of this License shall notbe deemed to confer any rights upon, directly, indirectly or by way of subrogation, norobligate either of the parties hereto to, any person or entity other than OCWD andLicensee.2.6.16 Waiver: Any waiver by any party of a breach of any provision of this Licenseshall not be deemed a continuing waiver or a waiver of any subsequent breach whether ofthe same or of another provision hereof.2.6.17 OCWD's Liability on Termination: Licensee hereby waives all damages orclaims for damage that may be caused by any action of OCWD in terminating thisLicense (either with or without cause), or taking possession of the Premises as providedin this License or at law, and Licensee waives all claims for damages to or loss of suchproperty of Licensee as may be in or upon the Premises upon the termination of thisLicense.2.7 Maintenance and Repair of Premises2.7.1 Licensee’s Obligation to Maintain Premises: Licensee shall at all times during theterm of this License, and any extension or renewal thereof, at its sole cost and expense,remove all trash and debris from the Premises. Licensee shall also keep and maintain ingood condition and in substantial repair (all to the satisfaction of OCWD in its solediscretion), the Premises and all appurtenances and every part thereof, includingimprovements of any kind erected, installed or made on or within the Premises. Licenseeshall at all times in the maintenance and use of the Premises and the buildings, structures,facilities, improvements and equipment thereon, comply with all laws, ordinances andregulations pertaining thereto, and all conditions and restrictions set forth herein.Licensee expressly agrees to maintain the Premises in a safe, clean, wholesome, andsanitary condition and free of trash and debris, to the complete satisfaction of OCWD andin compliance with all applicable laws.2.7.2 Licensee’s Default of its Maintenance Duties: In the event that Licensee fails,neglects or refuses to remove trash or debris deposited by Licensee or its invitees on thePremises or to maintain or make repairs or replacements as required by this License,OCWD shall notify Licensee in writing of such failure or refusal. Should Licensee fail orrefuse to correct such default within ten (10) days of receipt of such written notice fromOCWD, OCWD may, but shall not be required to, itself or by contract, undertake thenecessary maintenance, repair or replacements; and the cost thereof, including but notlimited to the cost of labor, materials and equipment and procurement of insurance, plus-13-

an administrative fee in the amount of fifteen percent (15%) of the sum of such costs,shall be paid by Licensee to OCWD within ten (10) days of Licensee's receipt of astatement of such costs from OCWD. Any such maintenance, repair or replacement by oron behalf of OCWD shall not be deemed to be a waiver of Licensee's default under thisLicense, and shall not in any way impair, prevent or restrict OCWD from exercising anyof its rights or remedies set forth in this License or otherwise provided at law.2.8 Miscellaneous2.8.1 Notices: Any notice, payment or instrument required or permitted to be given ordelivered by this License may be given or delivered by personal delivery or by depositingthe same in any United States mail depository, first class postage prepaid, and addressedas follows:If to OCWD:If by mail:If by personal delivery:If to Licensee:ORANGE COUNTY WATER DISTRICTP.O. Box 8300Fountain Valley, CA 92728-8300Attn: Property ManagementORANGE COUNTY WATER DISTRICT18700 Ward StreetFountain Valley, CA 92708Attn: Property ManagementTo such name and address set forth for Licensee inPart I of this License,or such other person or address as either party may direct in writing to the other;provided, however, that such new or different person or address shall not becomeeffective until acknowledged in writing by the party to who directed. Except whereservice is by personal delivery or by registered or certified mail, return receipt requested,service of any instrument or writing shall be deemed completed forty-eight (48) hoursafter deposit in a United States mail depository.2.8.2 Warranty of Authority: Each officer of OCWD and Licensee affixing his or hersignature to this License warrants and represents by such signature that he or she has thefull legal authority to bind his or her respective party to all of the terms, conditions andprovisions of this License, that his or her respective party has the full legal right, power,capacity and authority to enter into this License and perform all of its provisions andobligations, and that no other approvals or consents are necessary in connectiontherewith.-14-

2.8.3 Headings: The titles and headings of Sections and Paragraphs of this License, asherein set forth, have been inserted for the sake of convenience only, and are not to betaken, deemed or construed to be any part of the terms, covenants or conditions of thisLicense, or to control, limit or modify any of the terms, covenants or conditions hereof.2.8.4 Time of Essence: Time is of the essence of this License. Failure to comply withany requirement, including but not limited to any time requirement, of this License shallconstitute a material breach of this License.2.8.5 Construction and Amendment: This License shall be construed, interpreted,governed and enforced in all respects according to the laws of the State of California andas if drafted by both OCWD and Licensee. No amendment, change or modification ofthis document shall be valid unless in writing, stating that it amends, changes or modifiesthis License, and signed by all of the parties hereto.2.8.6 Successors: Subject to the provisions of Paragraph 2.6.3 above, this License, andall of the terms, conditions and provisions herein, shall inure to the benefit of, and bebinding upon, OCWD, Licensee, and their respective successors and assigns.2.8.7 Re-Entry: No entry or re-entry into the Premises by OCWD shall be construed asan election to terminate this License, unless prior thereto or concurrently therewithwritten notice of intent to terminate is given by OCWD to Licensee. OCWD's entry intopossession of the Premises without having elected to terminate shall not prevent OCWDfrom making such an election and giving Licensee notice thereof.2.8.8 Partial Invalidity: If any term, covenant, condition or provision of this License isheld by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, theremainder of the provisions hereof shall remain in full force and effect and shall in noway affect, impair, or invalidate any other term, covenant, condition or provisioncontained in this License.2.8.9 Further Assurances: Each of the parties hereto shall execute and deliver any andall additional papers, documents and other assurances and shall do any and all acts andthings reasonably necessary in connection with the performance of their obligationshereunder and to carry out the intent of the parties hereto.2.8.10 Precedence: In the event of any conflict between Parts of this License, Part Ishall prevail over Parts II, III and IV, and Part III shall prevail over Part II.[END GENERAL LICENSE PROVISIONS]-15-

PART IIISPECIAL LICENSE PROVISIONS3.1 Additional Conditions of Use: The following are added to Paragraph 2.3.1, as additionalconditions to the use of the Premises:2.3.1.5 Entry Gate Access. Licensee shall provide OCWD’s Property Manager with alock and key for the West of Highway 71entry gate (“Entry Gate”) by delivering saidlock and key to OCWD’s Property Manager, who will place the lock on the Entry GateOCWD reserves the right to remove unidentified locks without notice.Pipe Gate Access. Licensee shall provide OCWD’s Property Manager with alock and key for the West of Highway 71 pipe gate (“Pipe Gate”) by delivering said lockand key to OCWD’s Property Manager, who will place the lock on the Pipe Gate.Licensee shall keep both gates closed and locked at all times to preventanimals from straying on to the highway and to prevent trespassing on OCWD Property.2.3.1.6 Licensee shall report any problems with the Entry Gate and Pipe Gate, locksor suspected trespassers to the OCWD’s Property Manager so that all parties may use thePremises in a safe and organized manner. Licensee shall use the keys for each gate onlyfor the use specified in Section 1.1 (License), Paragraph 1.1.2 (Use of Premises), andLicensee shall not duplicate or give either key to any other person without the priorwritten approval of OCWD, which OCWD may withhold in its sole and absolutediscretion.2.3.1.7 Licensee shall not provide access to any person or entity that is not a party tothis License. Licensee further agrees that no firearms, livestock, motorcycles, bees,vehicles or other property of Licensee are to be used or left on the Premises exceptvehicles or motorcycles owned or leased by Licensee may pass over the Premises toaccess the Licensee Property. Vehicles left unattended on the Premises are consideredabandoned and may be towed at the owner’s expense and will be deemed a breach of thisLicense.2.3.1.8 OCWD’s General Manager or his designee may immediately terminate thisLicense Agreement, change or remove locks, install security gates, restrict access or takeother any action as deemed appropriate by OCWD’s General Manager or his designee inhis or her sole and absolute discretion if Licensee (or any invitee of Licensee) fails tocomply fully and completely with each and all of the terms and conditions of this LicenseAgreement. In the event that Licensee no longer owns or leases Licensee Property, thisLicense shall automatically terminate.-16-

BY PLACING ITS INITIALS HERE, LICENSEE ACKNOWLEDGES THAT ITHAS READ AND UNDERSTANDS THE PROVISIONS OF THIS LICENSETHAT ALLOW OCWD TO TERMINATE THIS LICENSE AT ANY TIME WITHOR WITHOUT CAUSE AS SET FORTH HEREINABOVE.Licensee: ________________2.3.1.9 Licensee acknowledges that the access roads on the Premises are dirt roadsthat are not maintained, and are intended for light traffic use only; no heavy or wide loadsmay access the Premises. Licensee passes over and along said access road at Licensee’sown risk and hereby waives and releases any claim against, and holds OCWD harmlessfrom any liability for personal injury or property damage that may result from Licenseeor Licensee’s invitee’s use of the Premises or access road as stated in this License.2.3.10 Questions concerning this License or access to the Premises shall be directedto OCWD’s Property Management Department by calling (714) 378-3265.2.3.1.11 Licensee shall not alter the Premises, grade or scrape the access road, ordisturb the Premises in any manner or construct or install any improvement or vegetationon the Premises, or deposit any trash or debris on the Premises.3.2 Utilities and Services. Paragraph 2.3.2 is hereby deleted from this License so long asLicensee has no need for utility service.3.3 Insurance. The following subparagraphs are revised as follows:2.4.1.2 Public Liability Insurance: In lieu of the requirement in Paragraph 2.4.1.2 as setforth in Part II above, Licensee may substitute Public Liability Insurance for CommercialGeneral Liability Insurance and shall provide minimum liability coverage in a form andamount acceptable to OCWD’s Risk Manager, showing the Orange County WaterDistrict, its officers, directors, employees and agents as additional insureds in respects tothe Premises.2.4.1.3 Automobile Liability Insurance: In lieu of the coverage requirement in Paragraph2.4.1.3 as set forth in Part II above, Licensee shall provide the Orange County WaterDistrict with an Endorsement of Licensee’s Automobile Liability Insurance showing theOrange County Water District, its officers, directors, employees and agents as additionalinsureds in respects to the Premises and the insurance coverage, in a form and coverageacceptable to OCWD’s Risk Manager.3.4 Legal Relations and Responsibilities: The following is added to Section 2.6, as anadditional condition:-17-

2.6.18 Prior Agreements: OCWD and Licensee mutually agree that this License shallterminate and supersede any prior permit(s), licenses(s) and/or agreement(s) between theparties hereto covering all or any portion of the Premises on and from theCommencement Date of this License.2.6.19 Easements: Licensee acknowledges that this License creates no easement or otherproperty rights, expressed, implied, by necessity or prescription and Licensee, itssuccessors and assigns agree never to claim or pursue any easement or other propertyrights with respect to the Premises.3.5 Maintenance and Repair of Premises: Paragraph 2.7 (Maintenance and Repair ofPremises), Subparagraphs 2.7.1 (Licensee’s Obligation to Maintain Premises) and 2.7.2(Licensee’s Default of its Maintenance Duties) are hereby deleted from this License.[END SPECIAL LICENSE PROVISIONS]-18-

P ART IV[Map of the Premises]-19-

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013Budgeted: N/ABudgeted Amount: N/ATo: Property Management Cte./ Revenue Estimate: $1,608,200Board of DirectorsFunding Source: N/AProgram/ Line Item No. N/AFrom: Mike MarkusGeneral Counsel Approval: YesEngineers/Feasibility Report: YesStaff Contact: B. Dosier/D. Jackson CEQA Compliance: YesSubject:EASEMENTS FOR CALTRANS WESTBOUND STATE ROUTE 91 LANEEXTENSION AND AUXILIARY LANE RECONSTRUCTION IN THE CITYOF ANAHEIMSUMMARYThe California Department of Transportation (Caltrans) is requesting the District granthighway easements, temporary construction easements, and utility easements(“Easements”) to widen the westbound 91 Freeway from the northbound 55 Freewayconnector to the Tustin Avenue off ramp interchange and has made a revised offer of$1,608,200 for the easements, including a new 60-day incentive amount of $146,200,which expires 60 days from February 13, 2013. This offer is a revision to the offerpresented to the Board in October 2012. Staff is presenting the new offer to theCommittee.Attachment(s):Location Site MapsCaltrans Right of Way ContractsRECOMMENDATIONAgendize for April 3 Board meeting: Authorize the General Manager to negotiate theterms of the Easements with Caltrans and execute Easement Deeds and the Right ofWay Contracts to Caltrans for temporary construction easements, permanent highwayeasements, and utility easements for a fee to be paid to the District of$1,608,000 for widening of Westbound State Route 91 Lane Extension and AuxiliaryLane Reconstruction, and Utility Relocation in the City of Anaheim, CaliforniaBACKGROUND/ANALYSISAt the September 28, 2012 Property Management Committee meeting, staff presentedCaltrans’ offer to acquire highway easements, temporary construction easements, andutility easements for the widening of the westbound 91 Freeway from the northbound 55Freeway connector to the Tustin Avenue off ramp interchange. The project consists ofwidening the bridge over the Santa Ana River, additional right turn lanes on thewestbound 91 Freeway at Tustin Avenue off-ramp, adjacent to Warner Basin, relocation

of the City of Anaheim’s water pipeline and Southern California Edison Company (SCE)poles and power lines.As part of this acquisition, Caltrans included those parcels that Caltrans has been usingunder a Permit issued by the District on April 6, 1965 and identified on the attached mapas Parcels C-741, C-741-1, C741-3, and C-741-4. When the Permit was issued, theDistrict and Caltrans had not agreed to the terms of the proposed easement andCaltrans was to come back to the District and complete negotiations. Caltrans is nowcompleting the negotiations for the acquisition of the highway easements.At the September 28 meeting, Caltrans representatives advised that there may be arevision to the Easements and that the 60 day incentive period for the offer to acquirethe easements may be restarted. The Committee then provided staff with the followingdirection which was approved by the Board at its October 3, 2012 Board meeting:1) A deposit of $25,000 is authorized to Caltrans to initiate the process forstudying the option of selling their properties along the westerly and easterlyedges of Imperial Highway next to the Santa Ana River;2) Staff is directed to request that Caltrans consider a “swap” of this property forthe property they desire from the District as part of their Westbound StateRoute 91 Widening Project; and3) Staff is directed to determine how the 60-day period for incentive paymentscan be restarted to enable the District to take the $139,200 incentivepayment.Easement FeeOn February 13, 2013, District staff met with Caltrans’ Right of Way Agent whopresented a revised offer of $1,608,200 to acquire the Easements, including a new 60-day incentive amount totaling $146,200. Caltrans has asked to acquire a total of198,479 s.f. of District land for temporary construction easements, permanent highwayeasements, and utility easements, which is 11,555 s.f. more than the original request, ofwhich 106,368 s.f are for permanent and road easements and 92,111 s.f. are forTemporary Construction Easements.Caltrans has offered to pay as compensation for the easements as follows:1. $881,100 for Highway Easement and Utility Easement (Tustin Avenue off ramp).2. $727,100 for Highway Easements, Temporary Construction Easements, andUtility Easement (91 Freeway Bridge).$1,608,200 Total Easement Fee.The easement fee contains an incentive of $80,100 and $66,100, respectively, for thetimely signing of the Right of Way Contract and the offer expires 60 days from February13, 2013.

Staff Project EvaluationStaff has met several times with Caltrans, City of Anaheim, and Southern CaliforniaEdison staffs to review the plans, perform site walks and discuss changes to the plans.OCWD staff’s evaluation of the project is that the road widening project will not impactDistrict operations at Warner Basins and will have minor temporary impact on Districtoperations during construction of the City of Anaheim’s water pipeline due to thelocation of the pipeline under the levee access road. Staff will work with Caltrans, theCity of Anaheim and SCE to minimize any construction impacts.District staff and General Counsel have reviewed the Right of Way Contracts andEasement Deeds and find the Right of Way Contracts to be acceptable and that theEasement Deeds require minor changes regarding relinquishing abutter and accessrights, use of water during and after construction, and responsibility to restore damagedareas adjacent to the easement areas at the end of construction. Staff is working withCaltrans to revise the easement deed language. Staff recommends that the GeneralManager be authorized to negotiate the terms of the Easements and to execute theEasement Deed, subject to District General Counsel approval.Doug Elliott, President of Corona Recreation, who has a lease for the fishingconcession at Warner Basin, has been advised of this project and kept up to date withthe project status.Imperial Highway PropertyThe Board of Directors directed District staff to investigate the potential acquisition ofthe parcel of land east of and adjacent to the District’s 19 acre parcel at the 91 Freewayand Imperial Highway, as well as the parcel on the east side of Imperial Highway. Staffdiscussed with Caltrans the possibility to either a “swap” or purchase of the parcels.Caltrans advised staff that the District may apply to Caltrans to have the propertiesreviewed for “decertification”, with a deposit of $25,000, to which the cost of the processis charged against. The deposit is not applied to the purchase price of the properties.On January 23, 2013, staff sent an application with a check for $25,000 to Caltrans tostart the process to study the option of selling their properties along the westerly andeasterly edges of Imperial Highway next to the Santa Ana River to the District.However, Caltrans is required to offer property of notable environmental value and thatqualifies for park or recreational use to local agencies before offering the property to thegeneral public. If the property has access to a public street, it will be offered viacompetitive bid to the general public. If it does not have access to a public street, it maybe offered to the adjoining property owners. Therefore, there is no guarantee that afterdecertification that the District would become the property owner.

PRIOR BOARD ACTION(S)10/3/12, Motion No. 12-155. Approving directions to staff in connection with easementsfor CalTrans westbound State Route 91 lane extension and auxiliary lane reconstructionin the City of Anaheim8/1/12, R12-8-96, Authorize the General Manager to transmit a letter Concurring withthe Caltrans memorandum; De Minimis Section 4(f) – revaluation for the CaltransWestbound State Route 91 lane extension and auxiliary lane reconstruction in the Cityof Anaheim.5/2/12, R12-5-46, Authorizing Addendum No. 2 to Permit to Enter to Caltrans to conductgeotechnical investigations at Warner Basin and the Santa Ana River.4/20/11, R11-4-61, Authorize transmittal of the Section 4(f) De Minimis ConcurrenceLetter for Caltrans Westbound State Route 91 Lane Extension and Auxiliary LaneConstruction Project.12/7/11, R11-12-173, Approve and execute Permit to Enter with State of CaliforniaDepartment of Transportation to conduct a Geotechnical Investigation at Warner Basinand the Santa Ana River.

Location Map

Location MapLane Extension and Utility Easements

Location MapLane Extension Bridge and Utility Easements

LOCATION MAPIMPERIAL HIGHWAY PROPERTY - WEST

LOCATION MAPIMPERIAL HIGHWAY PROPERTY – EAST

STATE OF CALIFORNIA-DEPARTMENT OF TRANSPORTATIONRIGHT OF WAY CONTRACT-STATE HIGHWAYRW 8-4 (Rev. 6/95)Fountain Valley,Orange County Water District,a public corporationCalifornia, 2013GrantorsDISTRICT COUNTY ROUTE POST MILE R/W E.A12 ORA 91 8.2/9.0 0C5609Document No. 102794-1,-2,-3,-4,-5,-6,-7 , in the form of a Permanent Easement Deed, covering the propertyparticularly described in said document has been executed and delivered to Jessica Freeman , Right of WayAgent for the State of California.In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows:1. (A) The parties have herein set forth the whole of their agreement. The performance of this agreementconstitutes the entire consideration for said document and shall relieve the State of all further obligation orclaims on this account, or on account of the location, grade or construction of the proposed publicimprovement.(B)Grantee requires said property described in Document No. 102794-1,-2,-3,-4,-5,-6,-7 for State highwaypurposes, a public use for which Grantee has the authority to exercise the power of eminent domain. Grantoris compelled to sell, and Grantee is compelled to acquire the property.2. The State shall:Both Grantor and Grantee recognize the expense, time, effort, and risk to both parties in determining thecompensation for the property by eminent domain litigation. The compensation set forth herein for theproperty is in compromise and settlement, in lieu of such litigation.(A) Pay the undersigned grantor(s) the sum of $881,100.00 for the property or interest conveyed by abovedocument(s) when title to said property vests in the State free and clear of all liens, encumbrances,assessments, easements and leases (recorded and/or unrecorded) and taxes, except:a. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required bySection 5086 of the Revenue and Taxation Code, if unpaid at the close of escrow.b. Covenants, conditions, restrictions and reservations of record, or contained in the above-referenceddocument.c. Easements or rights of way over said land for public or quasi-public utility or public street purposes, if any(B)(C)Pay all escrow and recording fees incurred in this transaction and, if title insurance is desired by the State,the premium charged therefore. Said escrow and recording charges shall not, however, include documentarytransfer tax.Have the authority to deduct and pay from the amount shown on Clause 2(A) above, any amount necessaryto satisfy any bond demands and delinquent taxes due in any year except the year in which this escrowcloses, together with penalties and interest thereon, and/or delinquent and unpaid nondelinquent assessmentswhich have become a lien at the close of escrow.

RIGHT OF WAY CONTRACT - STATE HIGHWAY (Cont.)RW 8-3 (Rev. 6/95)Document No. 102794Page 2 of 3(D)In addition to the Fair Market Value, it is agreed by and between the parties hereto that the amount in clause2A above includes the sum of $80,100.00 as an incentive to the grantor for the timely signing of this Right ofWay Contract. This incentive payment offer expires sixty (60) days from the Initiation of Negotiations(February 13, 2013).3. Permission is hereby granted to State or its authorized agent to enter upon grantor land where necessary within thatcertain area shown outlined on the map attached hereto and made a part hereof, for the purpose of adding theproposed auxiliary lane approaching the Tustin Avenue exit.It is further understood that the Grantor grants the State or its authorized agent permission to enter upon Grantor’sremaining land, where necessary, to install and remove temporary fencing.4. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the rightof possession and use of the subject property by the State, including the right to remove and dispose ofimprovements, if any, shall commence on April 30, 2013 or the close of this escrow controlling thistransaction, whichever occurs first, and that the amount shown in clause 2(A) herein includes, but is notlimited to, full payment for such possession and use, including damages, if any, from said date.5. It is understood and agreed by and between the parties hereto, that payment in Clause 2(A) above includes, butis not limited to, payment for the following items, which are considered to be part of the property and are beingacquired by the State in this transaction: 15,000 SF of landscaping (small to large mature tree growth accentedas buffer to perimeter and slope, includes irrigation commensurate to area).6. In consideration of the State’s waiving the defects and imperfections in the record title, the undersignedGrantor covenants and agrees to indemnify and hold the State of California harmless from any and all claimsthat other parties may make or assert on the title to the premises. The Grantor’s obligation herein to indemnifythe State shall not exceed the amount paid to the Grantor under this contract.7. State agrees to indemnify and hold harmless the Grantor from any liability arising out of State’s operationsunder this agreement. State further agrees to assume responsibility for any damages proximately caused byreason of State’s operations under this agreement and State, will, at its option, either repair or pay for suchdamage.8. Escrow will be handled through an internal escrow with the Department of Transportation, 3347 MichelsonDrive, Suite 100, Irvine, CA 92612-8894. The title report number is 210-1201236-20.9. All work done under this agreement shall conform to all applicable building, fire and sanitary laws, ordinances,and regulations relating to such work, and shall be done in a good and workmanlike manner. All structures,improvements or other facilities, when removed, and relocated, or reconstructed by the State, shall be left in asgood condition as found.

RIGHT OF WAY CONTRACT - STATE HIGHWAY (Cont.)RW 8-3 (Rev. 6/95)Document No. 102794Page 3 of 3In WITNESS WHEREOF, the parties have executed this agreement the day and year first above written.APPROVED AS TO FORM:RUTAN & TUCKER, LPBy:General Counsel,Orange County Water DistrictBy:MICHAEL R. MARKUS, P.E.General ManagerOrange County Water DistrictBy:SHAWN DEWANEPresidentOrange County Water DistrictRecommended for Approval:Approved:By:JESSICA FREEMANRight of Way AgentSTATE OF CALIFORNIADepartment of TransportationBy:RICKY RODRIGUEZBy:Office ChiefJOE CANCHOLA, Branch Chief Office of Right of Way – District 12R/W Acquisition/Airspace/RailroadsNO OBLIGATION OTHER THAN THOSE SET FORTH HEREIN WILL BE RECOGNIZED

STATE OF CALIFORNIA-DEPARTMENT OF TRANSPORTATIONRIGHT OF WAY CONTRACT-STATE HIGHWAYRW 8-4 (Rev. 6/95)Fountain Valley,Orange County Water District,a public corporationCalifornia, 2013GrantorsDISTRICT COUNTY ROUTE POST MILE R/W E.A12 ORA 91 8.2/9.0 0C5609Document No. 102793-1, 102793-2, 102793-5, 102793-6, C-741, C-741-1, C-741-3, C-741-4 , in the form of aPermanent Easement Deed, covering the property particularly described in said document has been executed anddelivered to Jessica Freeman , Right of Way Agent for the State of California.This Document No. 102793-3 and 102793-4, in the form of a Temporary Construction Easement, covering theproperty particularly described in Clause 3 below has been executed and delivered to Jessica Freeman , Right ofWay Agent for the State of California.In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows:1. (A) The parties have herein set forth the whole of their agreement. The performance of this agreementconstitutes the entire consideration for said document and shall relieve the State of all further obligation orclaims on this account, or on account of the location, grade or construction of the proposed publicimprovement.(B) Grantee requires said property described in Document No. 102793-1,-2,-3,-4,-5,-6 and C-741, C-741-1,C-741-3, C-741-4 for State highway purposes, a public use for which Grantee has the authority to exercisethe power of eminent domain. Grantor is compelled to sell, and Grantee is compelled to acquire theproperty.2. The State shall:Both Grantor and Grantee recognize the expense, time, effort, and risk to both parties in determining thecompensation for the property by eminent domain litigation. The compensation set forth herein for theproperty is in compromise and settlement, in lieu of such litigation.(A) Pay the undersigned grantor(s) the sum of $727,100.00 for the property or interest conveyed by abovedocument(s) when title to said property vests in the State free and clear of all liens, encumbrances,assessments, easements and leases (recorded and/or unrecorded) and taxes, except:a. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required bySection 5086 of the Revenue and Taxation Code, if unpaid at the close of escrow.b. Covenants, conditions, restrictions and reservations of record, or contained in the above-referenceddocument.c. Easements or rights of way over said land for public or quasi-public utility or public street purposes, if any(B)Pay all escrow and recording fees incurred in this transaction and, if title insurance is desired by the State,the premium charged therefore. Said escrow and recording charges shall not, however, include documentarytransfer tax.

RIGHT OF WAY CONTRACT - STATE HIGHWAY (Cont.)RW 8-3 (Rev. 6/95)Document No. 102793Page 2 of 4(C)(D)Have the authority to deduct and pay from the amount shown on Clause 2(A) above, any amount necessaryto satisfy any bond demands and delinquent taxes due in any year except the year in which this escrowcloses, together with penalties and interest thereon, and/or delinquent and unpaid nondelinquent assessmentswhich have become a lien at the close of escrow.In addition to the Fair Market Value, it is agreed by and between the parties hereto that the amount in clause2A above includes the sum of $66,100.00 as an incentive to the grantor for the timely signing of this Right ofWay Contract. This incentive payment offer expires sixty (60) days from the Initiation of Negotiations(February 13, 2013).3. Permission is hereby granted to State or its authorized agent to enter upon grantor land where necessary within thatcertain area shown outlined on the map attached hereto and made a part hereof, for the purpose of facilitation ofthe widening of the bridge, construction of the bridge abutments, the piers, columns, and debris noses.It is further understood that the Grantor grants the State or its authorized agent permission to enter upon Grantor’sremaining land, where necessary, to install and remove temporary fencing.4. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the rightof possession and use of the subject property by the State, including the right to remove and dispose ofimprovements, if any, shall commence on April 30, 2013 or the close of this escrow controlling thistransaction, whichever occurs first, and that the amount shown in clause 2(A) herein includes, but is notlimited to, full payment for such possession and use, including damages, if any, from said date.5. It is understood and agreed by and between the parties hereto, that payment in Clause 2(A) above includes, butis not limited to, payment for the following items, which are considered to be part of the property and are beingacquired by the State in this transaction: 500 SF of landscaping (small to large trees, close spacing, andautomatic irrigation), 1,098 SF concreted walk/path, 40 LF 6’ chain-link fencing (including installation).6. The undersigned grantor warrants that they are the owner in fee simple of the property affected by this TemporaryEasement, as described in Clause 3 above, and that they have the exclusive right to grant this TemporaryEasement.7. This Temporary Construction Easement shall terminate upon completion of the project known as “add an exitbypass lane on westbound SR-91 at the SR-55 connector in the City of Anaheim.”8. In consideration of the State’s waiving the defects and imperfections in the record title, the undersignedGrantor covenants and agrees to indemnify and hold the State of California harmless from any and all claimsthat other parties may make or assert on the title to the premises. The Grantor’s obligation herein to indemnifythe State shall not exceed the amount paid to the Grantor under this contract.9. State agrees to indemnify and hold harmless the Grantor from any liability arising out of State’s operationsunder this agreement. State further agrees to assume responsibility for any damages proximately caused byreason of State’s operations under this agreement and State, will, at its option, either repair or pay for suchdamage.10. It is understood and agreed that included in the amount payable in Clause 2(A) above is compensation in fullfor the actual possession and use of the Temporary Construction Easements identified as Document No.102793-3 and 102793-4 for a period of Nineteen (19) months. Said period to commence on first entry byState’s contractor and extend to July 1, 2016. At least 48 (forty-eight) hours advance written notice will begiven before any entry on Grantor’s property.

RIGHT OF WAY CONTRACT - STATE HIGHWAY (Cont.)RW 8-3 (Rev. 6/95)Document No. 102793Page 3 of 4In the event said actual use extends beyond the prescribed period of time and said use is verified through theState’s contractor logs, the state shall pay the Grantor by amended Right of Way Contract at the same contractrate of $15,235.42 for Parcel No. 102793-3 and $1,977.19 for Parcel No. 102793-4 per month prorated to theactual date said actual use terminates.It is further understood that in no event shall the temporary right granted herein extend beyond the completionof the construction project add an exit bypass lane on westbound SR-91 at the SR-55 connector in the Cityof Anaheim.Written notification shall be given to the owners at:Orange County Water DistrictAttn: Property ManagementPO Box 8300Fountain Valley, CA 92728-8300Verbal communication with the owners shall be at telephone number (714) 378-3200.In the event this information changes or property transfers, the owner shall notify the State inwriting of such occurrence at:STATE DEPARTMENT OF TRANSPORTATIONc/o Jessica Freeman3347 Michelson Drive, Suite. 100Irvine, CA 92612-8892(949) 724-254911. The Grantors agree that no improvements, other than those already on the Temporary Construction Easement,shall be placed thereon; and the planting of any crops, trees, or shrubs, or alterations, repair, or additions toexisting improvements, which may hereafter be placed thereon, are at Grantor’s risk and without exception ofpayment if removed by the State.12. It is understood and agreed that in the event the Grantors plan to sell, lease, or rent the Grantor’s property priorto the earliest of the completion of the project or the final expiration date of this Temporary ConstructionEasement, the Grantors shall inform, in writing, any and all parties involved in said sale, lease, or rental, of thisTemporary Construction Easement and associated construction project by the State.13. Escrow will be handled through an internal escrow with the Department of Transportation, 3347 MichelsonDrive, Suite 100, Irvine, CA 92612-8894. The title report number is 210-1201235-20.14. All work done under this agreement shall conform to all applicable building, fire and sanitary laws, ordinances,and regulations relating to such work, and shall be done in a good and workmanlike manner. All structures,improvements or other facilities, when removed, and relocated, or reconstructed by the State, shall be left in asgood condition as found.

RIGHT OF WAY CONTRACT - STATE HIGHWAY (Cont.)RW 8-3 (Rev. 6/95)Document No. 102793Page 4 of 4In WITNESS WHEREOF, the parties have executed this agreement the day and year first above written.APPROVED AS TO FORM:RUTAN & TUCKER, LPBy:General Counsel,Orange County Water DistrictBy:MICHAEL R. MARKUS, P.E.General ManagerOrange County Water DistrictBy:SHAWN DEWANEPresidentOrange County Water DistrictRecommended for Approval:Approved:By:JESSICA FREEMANRight of Way AgentSTATE OF CALIFORNIADepartment of TransportationBy:RICKY RODRIGUEZBy:Office ChiefJOE CANCHOLA, Branch Chief Office of Right of Way – District 12R/W Acquisition/Airspace/RailroadsNO OBLIGATION OTHER THAN THOSE SET FORTH HEREIN WILL BE RECOGNIZED

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: RequiredEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:LICENSE TO FREEDOM TELECOMMUNICATIONS, INC. FOR FIBEROPTIC CABLE AT HUCKLEBERRY PONDSUMMARYFreedom Telecommunications requested permission to place an underground fiberoptic cable along the north property line at the District’s Huckleberry Pond. The fiberoptic cable is for site equipment control lines to a cell tower located on an adjacentproperty that provides service to Verizon users. District staff reviewed this use anddetermined that it will not interfere with District operations.Attachment(s): License AgreementRECOMMENDATIONAgendize for April 3 Board meeting: Approve and authorize execution of LicenseAgreement with Freedom Telecommunications, Inc. with an expiration date of March 31,2023, at a license fee of $2,614, and one option to extend the license by mutual consentfor an additional 10 years.BACKGROUND/ ANALYSISFreedom Telecommunications requested permission to place an underground fiberoptic cable (Cable) along the property line at the District’s Huckleberry Pond rechargebasin. The Cable is 2 feet wide and 451 feet long with two bore pits, one at each end, toinstall the cable. The Cable will run underground along the District’s north property lineat Huckleberry Pond and will not interfere with District operations. The fiber optic cableis for site equipment control lines to a cell tower which is located on an adjacentproperty and will allow Verizon to provide service to its customers. Freedom contactedthe two adjacent property owners to request permission to place the Cable on theirproperty, however, both property owners declined to allow Freedom to place the Cableon their property leaving District property as the only route to the cell tower.Access to and from the Premises will be from the District’s gate on Richfield Road andalong the west and north side of Huckleberry Pond. The District reserves the right torelocate the access point at a future date. The terms of the License are below:

Terms.Original termTerms10 years.Option to ExtendUse:Rent:Insurance:Workers’ Compensation andEmployer’s Liability InsuranceCommercial General LiabilityInsuranceOne additional 10 year term with mutualconsent.To construct, install and operate a fiber opticcable and construct two bore holes,including access to and from the Premises.$2,614.00 as a lump sum payment with rightfor additional rent for each extension oflicense.$1,000,000 each occurrence.$2,000,000 per occurrence for Bodily Injury,Personal Injury or Death and PropertyDamage.Comprehensive AutomobileLiability Insurance$2,000,000 per occurrence for Bodily Injuryor Death and Property Damage.Rent.In determining the rent for the Premises, staff reviewed a recent appraisal of anotherparcel of District land with similar zoning. The parcel appraised at $5 per square foot.Staff applied the valuation method used by appraisers when they appraised otherparcels of District land to determine the lump sum rent payment of $2,614.00. To adjustthe rent payment over the 10 year term for inflation, staff applied the average annualConsumer Price Index rate of 3%, which rate is used by the Southern California EdisonCompany in their license agreements with the District.Prior Board Action(s): N/A

LOCATION MAP

LICENSE AGREEMENT(FREEDOM TELECOMMUNICATIONS, INC.)(Huckleberry Pond – Fiber Optic Cable)This License Agreement (“License”) is made and entered into as of, April 3, 2013 by andbetween the ORANGE COUNTY WATER DISTRICT, a political subdivision of the State ofCalifornia organized under Chapter 924 of the Statutes of 1933, as amended (“OCWD”), and theFREEDOM TELECOMMUNICATIONS, INC., a California corporation (“Licensee”).PART IFUNDAMENTAL LICENSE TERMS1.1 License: OCWD hereby issues to Licensee a License to enter upon the following realproperty owned by OCWD, for the purpose or activity specified in Paragraph 1.1.2:1.1.1. Licensed Property: Located generally at Huckleberry Pond, Anaheim, California, andmore particularly described in Part IV attached hereto and incorporated herein by this reference(“Premises”).1.1.2. Use of Premises: For and during the term of this License, and any extension or renewalthereof, Licensee shall use the Premises solely and exclusively for the following purpose(s) oractivity(ies): to operate, maintain, construct, and install, a fiber optic cable (451 feet long and 2 feetwide) (“Cable”), and two bore pits to install the Cable (5 feet long and 3 feet wide). This Licensealso grants Licensee the right of vehicular access to and from the Premises from Richfield Roadand across OCWD property at Huckleberry Pond (“Access Area”) as shown in Part V attachedhereto and incorporated herein by this reference. OCWD reserves the right to change the AccessArea at any time in its sole and absolute discretion.1.2 Term: This License shall commence on April 3, 2013 (“Commencement Date”) andshall continue to and terminate at 11:59 p.m. local time on March 31, 2023 (“Expiration Date”).Licensee shall have one option to extend the term of this License for an additional ten (10) yearterm (“Renewal Term”) with mutual written consent of OCWD. During the Renewal Term, allterms, conditions, and provisions of this License shall apply. Notwithstanding the foregoing orany other provision of this License, either OCWD or Licensee may terminate this License withor without cause, or for any reason, at any time, by giving the other party a six (6) month writtennotice of termination.BY PLACING ITS INITIALS HERE, LICENSEE ACKNOWLEDGES THAT ITHAS READ AND UNDERSTANDS THE PROVISIONS OF THIS LICENSETHAT ALLOW OCWD TO TERMINATE THIS LICENSE AT ANY TIME WITHOR WITHOUT CAUSE AS SET FORTH HEREINABOVE.Licensee: ____________

1.3 License Consideration: As consideration for the issuance of this License, Licensee shallpay to OCWD the sum of TWO THOUSAND SIX HUNDRED FOURTEEN DOLLARS($2,614.00) as a lump sum payment (“License Fee”) in accordance with Part II (General LicenseProvisions), Paragraph 2.1 (Payment of License Fee). License Fee is due upon execution of thisLicense. OCWD reserves the right to require an additional License Fee for each extension of theterm of this License in accordance with Paragraph 1.2.1.4 Notices and Payments: All payments, notices and other writings required to bedelivered under this License to either party shall be delivered in accordance with the provisionsof Part II (“General Provisions”), to OCWD at the address set forth in Part II, and to Licensee atthe address set forth in this Part I.1.5 Attachments: This License incorporates by reference the following Attachments to thisLicense:Part I:Fundamental License TermsPart II:General License ProvisionsPart III:Special License ProvisionsPart IV:Description of PremisesPart V:Description of Access Area1.6 Integration: This License represents the entire understanding of OCWD and Licensee asto the License and all other matters contained herein. No prior oral or written understandingshall be of any force or effect with regard to those matters covered by this License. This Licensesupersedes and cancels any and all previous negotiations, arrangements, agreements orunderstandings, if any, between the parties, and none shall be used to interpret this License.IN WITNESS WHEREOF, the parties have executed and entered into this License as of the datefirst set forth above.ORANGE COUNTY WATER DISTRICT, FREEDOM TELECOMMUNICATIONS,a political subdivision of the State of California INC., a California corporationorganized under Chapter 924 of the Statutes of1933, as amendedBy: __________________________________Shawn Dewane, PresidentBy: _______________________________Name: ________________________Title: _________________________By: _________________________________Michael R. Markus P.E.,General ManagerBy: _______________________________Name: ________________________Title: _________________________Licensee Information:Address for Notices:Freedom Telecommunications, Inc.-2-

APPROVED AS TO FORM:RUTAN & TUCKER, LLP.By: __________________________________General Counsel, Orange County WaterDistrict4505 Glencoe Ave.Marina Del Rey, CA 90292Attn:Telephone Number: 310-823-3336Fax No.: 310-823-8995E-mail: __________@freedomdarkfiber.comLicense Freedom (2-25-13)-3-

2.1 Payment of License FeePART IIGENERAL LICENSE PROVISIONS2.1.1 Transmittal of Payments: Licensee shall make all License Fee payments, and payall other sums due under this License, in lawful money of the United States, by checkpayable to "ORANGE COUNTY WATER DISTRICT," and shall personally deliver ormail all payments without any notice or demand to OCWD at the address set forth inParagraph 2.8.1 below. Licensee assumes all risk of loss or late payment if any paymentis made by mail.2.1.2 No Offsets: All License Fees and other sums due under this License shall be paidwithout offset or deduction, and shall be deemed payments on account. Neither thepayment by Licensee nor the acceptance by OCWD of any License Fee or other sum inan amount which is less than the amount due and payable pursuant to this License, northe issuance of a monthly statement showing as due and payable an amount less than isproperly due and payable pursuant to the terms of this License, shall constitute anagreement by OCWD modifying this License or a waiver of OCWD's right to receive allsums provided for in this License. No endorsement or statement on any check or anyletter accompanying any check or payment shall be deemed an accord or satisfaction, andOCWD shall accept all checks and payments from Licensee without prejudice toOCWD's right to recover the balance of the amount due or to pursue any other remedy inthis License or otherwise provided by law.2.2 Charges for Late Payment of License Fee2.2.1 If any payment of any License Fee or any other sum due OCWD is not receivedby OCWD within ten (10) days after the due date, Licensee shall be deemed delinquent inits License Fee payment and a late charge of one and one-half percent (1.5%) of thedelinquent amount, plus the sum of One Hundred Dollars ($100.00), shall becomeimmediately due and payable to OCWD. An additional charge of one and one-halfpercent (1.5%) of such delinquent License Fee payment (excluding late charges) shall beadded for each additional calendar month (or portion thereof) that the delinquent sumremains unpaid.2.2.2 Licensee and OCWD hereby acknowledge and agree that such late charges do notrepresent and shall not be deemed to be an interest payment, but that such late chargesrepresent a fair and reasonable estimate of the costs and expenses that OCWD will incurby reason of Licensee's late payment.-4-

2.2.3 Acceptance by OCWD of any delinquent License Fee payment or late chargeshall in no way constitute a waiver of Licensee's default with respect to such overdue anddelinquent payment, or in any way impair, prevent or restrict OCWD from exercising anyof its rights or remedies set forth in this License or otherwise provided at law.2.3 Use of Premises2.3.1 Conditions of Use: For and during the term of this License, and any extension orrenewal thereof, Licensee's use of the Premises shall be subject to the followingconditions, covenants and restrictions:2.3.1.1 Except as provided in this License, the Premises shall be used only forthe purposes specified in Paragraph 1.1.2 above, and the Premises shall not beused for any other use or purpose whatsoever, without the prior written consent ofOCWD.2.3.1.2 Licensee shall not cause, permit or suffer any “hazardous material,”“hazardous waste” or “hazardous chemicals” as those terms are used in CERCLA(42 U.S.C. § 9601(14)) or SARA (42 U.S.C. § 110211(e)) or any similar Federal,State, or local law, statute, ordinance, regulation or order, or otherwise determinedby OCWD, to be brought upon, left, used or abandoned on the Premises.2.3.1.3 Licensee shall not maintain, commit or permit the maintenance orcommission of any waste or any nuisance (as defined in California Civil Codesection 3479) on the Premises, and Licensee shall not use or permit the use of thePremises for any unlawful purpose.2.3.1.4 OCWD or its authorized representative shall have the right at allreasonable times to enter upon the Premises and inspect the general condition ofthe Premises to determine if Licensee is complying with the terms, conditions,requirements and provisions of this License.2.3.2 Utilities and Services: Licensee shall be solely responsible for obtaining all utilityservice and for the payment of all utility charges, including but not limited to water andpower, supplied to the Premises.2.3.3 Permits and Approvals: Licensee shall obtain any and all governmental permits,approvals, licenses or other authorizations which may be required in connection with theuse of the Premises as set forth in this License. No approval or consent given under thisLicense by OCWD shall affect or limit Licensee's obligations hereunder, nor shall anyapprovals or consents given by OCWD, in its capacity as a party to this License, bedeemed to be approval as to compliance or conformance with any applicablegovernmental codes, laws, orders, rules or regulations.-5-

2.4 Insurance: Without limiting Licensee’s indemnification obligations, Licensee shall notenter or occupy the Premises until Licensee has obtained all of the insurance required hereinfrom a company or companies acceptable to OCWD, and Licensee shall maintain all suchinsurance in full force and effect at all times during the term of this License and any extension orrenewal thereof. Insurance shall be placed with insurers having a current A.M. Best rating of noless than A-:VII or equivalent or as otherwise approved by OCWD.2.4.1 Licensee shall take out and maintain the following insurance:2.4.1.1 Workers’ Compensation and Employer’s Liability Insurance: Licenseeshall cover or insure under the applicable laws relating to workers’ compensationinsurance all of its employees working on or about the Premises, in accordancewith the “Workers’ Compensation and Insurance Act,” Division IV of the LaborCode of the State of California and any Acts amendatory thereof. Licensee shallprovide worker’s compensation insurance and employer’s liability insurance withlimits not less than One Million Dollars ($1,000,000) each occurrence, OneMillion Dollars ($1,000,000) disease policy limit, and One Million Dollars($1,000,000) disease each employee. Such policy of workers compensationinsurance shall contain the following separate endorsements:(a) “Insurer waives all rights of subrogation against the OrangeCounty Water District, its officers, directors, employees, representatives andvolunteers.”(b) “This insurance policy shall not be suspended, voided, reduced incoverage or in limits, cancelled, limited, non-renewed or materially changed forany reason by the insurer until thirty (30) days after receipt by the Orange CountyWater District of a written notice of such cancellation, limitation or reduction ofcoverage.”2.4.1.2 Commercial General Liability Insurance providing coverage in thefollowing minimum limits:(a) Combined single limit of Two Million Dollars ($2,000,000) peroccurrence for Bodily Injury, Personal Injury or Death and Property Damage.(b) Damage Coverage shall be at least as broad as Insurance ServicesOffice (ISO) Commercial General Liability coverage (occurrence Form CG0001).(c) If Commercial General Insurance or other form with a generalaggregate limit is used, either the general aggregate limit shall apply separately tothe project/location (with the ISO CG 2503 or ISO CG 2504, or insurer’s-6-

equivalent endorsement provided to OCWD), or the general aggregate limit shallbe twice the required occurrence limit.2.4.1.3 Comprehensive Automobile Liability Insurance, including owned, nonowned,leased, hired, and borrowed automobiles and similar vehicles, providingthe following minimum limits:(a) Combined single limit of Two Million Dollars ($2,000,000) peroccurrence for Bodily Injury or Death and Property Damage.(b) Coverage shall be at least as broad as Insurance Services Office(ISO) Business and Auto Coverage (Form CA 0001) covering any auto.2.4.2 Endorsements: The policies of liability insurance provided for in Paragraphs2.4.1.2 and 2.4.1.3 shall specify that this specific License is insured and that coverage forinjury to participants resulting from Licensee's activities is not excluded, and shall be in aform satisfactory to OCWD and contain the following separate endorsements:(a) “The Orange County Water District, its officers, directors,employees, representatives and volunteers, are declared to be additional insuredson all of the above policies with respects to the operations and activities of thenamed insured at or from the premises of the Orange County Water District. Thecoverage shall contain no special limitations on the scope of protection affordedto the Orange County Water District, its officers, directors, employees,representatives and volunteers.”(b) “This insurance policy shall not be suspended, voided, reduced incoverage or in limits, canceled, limited, non-renewed, or materially changed forany reason until thirty (30) days after receipt by the Orange County Water Districtof a written notice of such cancellation, limitation or reduction of coverage.”(c) “This insurance policy is primary insurance and no insurance heldor owned by the designated additional insureds shall be called upon or looked tocover a loss under said policy; the Orange County Water District shall not beliable for the payment of premiums or assessments on this policy.”(d) “Any failure to comply with reporting or other provisions of thepolicies including breaches of warranties shall not affect coverage provided to theOrange County Water District, its officers, directors, employees, representatives,or volunteers.”(e) “This insurance shall apply separately to each insured againstwhom claim is made or suit is brought, except with respect to the limits of theinsurer’s liability.”-7-

2.4.3 Evidence of Coverage: Licensee shall at the time of the execution of the Licensepresent to OCWD the original policies of insurance required by this Paragraph 2.4 or acertificate of the insurance, with separate endorsements (Insurance Services Office FormCG 2026, or equivalent), showing the issuance of such insurance and the additionalinsured and other provisions and endorsements required herein and copies of allendorsements signed by the insurer’s representative. All policies shall contain theLicensee’s name and location of the Premises on the certificate. At least thirty (30) daysprior to the expiration of any such policy, a signed complete certificate of insurance, withall endorsements provided herein, showing that such insurance coverage has beenrenewed or extended, shall be filed with OCWD. Licensee’s insurance shall applyseparately to each insured against whom claim is made or suit is brought, except withrespect to the limits of the insurer’s liability.2.4.4 Review of Coverage: OCWD shall have the right at any time to review thecoverage, form, and limits of insurance required under this License. If, in the sole andabsolute discretion of OCWD, the insurance provisions in this License do not provideadequate protection for OCWD, OCWD shall have the right to require Licensee to obtaininsurance sufficient in coverage, form and limits to provide adequate protection andLicensee shall promptly comply with any such requirement. OCWD's requirements shallnot be unreasonable, but shall be adequate in the sole opinion of OCWD to protectagainst the kind and extent of risks which may exist at the time a change of insurance isrequired, or thereafter.2.4.5 Deductibles: Any and all deductibles must be declared and approved by OCWDprior to execution of this License.2.4.6 License Contingent Upon Coverage: Notwithstanding any other provision of thisLicense, this License shall be null and void at all times when the above-referencedoriginal policies of insurance or Certificate of Insurance or Renewal Certificates orEndorsements are not on file with OCWD.2.5 Indemnification2.5.1 OCWD not Liable: OCWD shall not be liable at any time for any loss, damage orinjury whatsoever to the person or property of any person or entity whatsoever, includingbut not limited to any employee, agent or contractor of Licensee, resulting from or arisingout of any act or omission of Licensee or of any person or entity holding under Licensee,or the occupancy or use of the Premises or any part thereof by or under Licensee, or anyact or omission in the exercise of any right or the performance of any obligation underthis License, or directly or indirectly from any state or condition of the Premises, or anypart thereof.-8-

2.5.2 Indemnification: Irrespective of any insurance carried by Licensee for the benefitof OCWD, and notwithstanding any other provision of this License to the contrary,Licensee shall indemnify and hold OCWD, its officers, directors, employees,representatives and volunteers harmless from and against any and all actions, claims,demands, judgments, attorneys fees, costs, damages to persons or property, penalties,obligations, expenses or liabilities of any kind that may be asserted or claimed by anyperson or entity (including, but not limited to, any employee, agent or contractor ofLicensee) in any way arising out of or in connection with this License, the operationscarried on by Licensee on the Premises or any lands to which Licensee has accesshereunder, or the occupation or use of the Premises by Licensee or any person or entityholding under Licensee (collectively, “Claims”), whether or not there is concurrent activeor passive negligence on the part of OCWD, and/or acts for which the OCWD would beheld strictly liable, but excluding the sole active negligence and willful misconduct ofOCWD. In connection therewith:2.5.2.1 Licensee shall defend and hold OCWD, its officers, employees, agents,representatives and volunteers, harmless from any and all Claims, whether causedin whole or in part by OCWD’s active or passive negligence, and/or acts forwhich OCWD would be held strictly liable, but excluding any Claim that resultsfrom the sole active negligence or willful misconduct of OCWD, its officers,employees, agents, or representatives; and Licensee shall pay all expenses andcosts, including attorneys’ fees, incurred in connection therewith.2.5.2.2 Licensee shall promptly pay any judgment rendered against Licensee orOCWD covering any Claim, and hold and save OCWD harmless therefrom,whether such Claim was caused in whole or in part by OCWD’s active or passivenegligence, and/or acts for which OCWD would be held strictly liable, butexcluding the sole active negligence and willful misconduct of OCWD.2.5.2.3 In the event OCWD is made a party to any action or proceeding filed orprosecuted for or arising out of or in connection with any Claim, Licensee shallpay to OCWD any and all costs and expenses incurred by OCWD in any suchaction or proceeding, together with reasonable attorneys’ fees.2.5.2.4 All of the indemnity obligations of Licensee under this Paragraph 2.5.2,or as otherwise set forth in this License, shall survive the expiration or earliertermination of this License.-9-

2.6 Legal Relations and Responsibilities2.6.1 Nature of Relationship: OCWD and Licensee understand and agree that the onlyrelationship between them created by this License is that of Licensor and Licensee, andthat this License does not create, and shall not be construed to create, any agency,partnership, joint venture, landlord-tenant or other relationship between OCWD andLicensee.2.6.2 Compliance with Laws: Licensee shall keep itself fully informed of all existingand future state and federal laws and all county and city ordinances and regulations whichin any manner affect the activities of Licensee under this License, or the possession oruse of the Premises by Licensee, and of all such orders and decrees of bodies or tribunalshaving any jurisdiction or authority over the same. Licensee shall at all times observeand comply with all such existing and future laws, ordinances, regulations, orders anddecrees, and shall protect and indemnify, as required herein, OCWD, its officers,directors, employees and agents against any claim or liability arising from or based on theviolation of any such law, ordinance, regulation, order or decree, whether by Licensee orany person or entity holding under Licensee.2.6.3 Assignment: The License granted hereby is personal to Licensee and anyassignment of said License by Licensee, voluntarily or by operation of law, shallautomatically terminate this License, unless Licensee has obtained the prior writtenconsent of OCWD, which may be withheld, in its sole and absolute discretion, for anyreason or no reason at all.2.6.4 Acknowledgment of OCWD's Title: Licensee hereby acknowledges the title ofOCWD in and to the Premises, including the real property fixtures and improvementsexisting or erected thereon, and Licensee hereby covenants and promises never to assail,contest or resist OCWD's title to the Premises.2.6.5 Liens: Licensee shall maintain the Premises free from and clear of any claims,obligations, liabilities, liens, encumbrances and charges, including but not limited to anyclaims, liens or charges arising out of or in connection with the furnishing of materials orthe performance of labor on the Premises. Licensee further shall protect and indemnifyOCWD and the Premises from and hold them, and each of them, harmless against anyand all such claims, obligations, liabilities, liens, encumbrances and charges.2.6.6 Possessory Interest Taxation: A possessory interest subject to property taxationmay be created by this License. It is understood and agreed that if such a possessoryinterest is created, Licensee shall be responsible for the payment of all property taxeslevied on such interest, and that OCWD shall have no responsibility therefor.-10-

2.6.7 OCWD’s Reservations2.6.7.1 OCWD hereby reserves the right to grant easements and rights-of-wayfor pole or tower lines for transmission of electricity, and easements, leases andrights-of-way for telephone, telegraph, telecommunication facilities, gas, water,water well(s), sewer and oil lines, for roads and highways, and for other similaruses over and across the Premises at any location or locations within the Premises.In the event Licensee determines that the granting or exercise of any sucheasement, lease, or right-of-way significantly interferes with Licensee'spossession or use of the Premises, Licensee's only remedy shall be to terminatethis License upon thirty (30) days written notice to OCWD. Licensee shall notinterfere with any easements or rights-of-way pertaining to or affecting thePremises.2.6.7.2 OCWD hereby reserves the right to sell, transfer or otherwise dispose ofany portion of the Premises at any time. In the event of such sale, transfer ordisposition, and notwithstanding any other provision of this License, this Licenseshall, upon the close of escrow or the conveyance of title, terminate as to theportions of the Premises sold, transferred or disposed of, and Licensee shallrelease the same from the terms of this License and from any encumbrance whichresults from this License.2.6.7.3 OCWD reserves the right unto itself to perform any and all workinvolved in protecting, replenishing and/or conserving the basin groundwatersupply and any other work necessary to the functions or purposes of OCWD, asset forth in the Orange County Water District Act, Chapter 924 of the CaliforniaStatutes of 1933, as amended, upon any portion or all of the Premises at any time.Such work may be performed without incurring any liability of any naturewhatsoever to Licensee, and Licensee hereby releases OCWD from, andcovenants not to sue OCWD for, any such liability. OCWD further reserves untoitself the rights of ingress and egress over all or any portion of the Premises.2.6.8 Waiver of Claims: As a material part of the consideration to OCWD under theLicense, Licensee hereby waives any and all claims that it may have against OCWDduring the term of this License, or any extension or renewal thereof, for any damage togoods, wares and merchandise upon or about the Premises, and for any injury toLicensee, its employees, agents, invitees, or to third parties in or about the Premises, fromany cause arising at any time.2.6.9 Surrender of Possession: At the expiration or termination of this License, whetherwith or without cause, Licensee shall promptly quit and surrender the Premises in a goodstate of repair.-11-

2.6.10 Disposition of Abandoned Property: If Licensee abandons or quits the Premisesor is dispossessed thereof by process of law or otherwise, title to any personal propertyleft on the Premises for thirty (30) or more days after such event shall at OCWD'sopinion, be deemed to have been abandoned and transferred to OCWD. OCWD shallhave the right to remove and dispose of any and all such property without liabilitytherefor to Licensee or to any person or entity claiming under Licensee, and OCWD shallhave no duty to account for such property. Licensee agrees to reimburse OCWD for anyand all costs associated with OCWD transferring or disposing of Licensee’s personalproperty pursuant to this Section.2.6.11 Premises “As-Is”: Licensee acknowledges that the Premises are being providedto Licensee on an “as-is” basis, and Licensee takes and occupies the Premises withoutreliance upon any representation by OCWD, or any of its officers, employees, agents orrepresentatives, or any other person, concerning the Premises, their fitness for Licensee'sintended use or any other particular purpose of use, their income-producing history,potential or capabilities, their value, or any other promise, representation or inducementnot expressly set forth in this License.2.6.12 No Representation or Warranty Concerning Premises: Licensee acknowledgesthat neither OCWD, nor any of its officers, employees, agents or representatives, hasmade any written or oral representation, promise, or warranty, expressed or implied,concerning the Premises, their fitness for Licensee's intended use or any other purpose oruse, their income producing history, potential or capabilities, their value, or any othermatter not expressly set forth in this License.2.6.13 Disputes: In the event that any action is commenced by a party to this Licenseagainst the other to enforce its rights or obligations arising from this License or seekingto interpret this License, the prevailing party in such action, in addition to any other reliefand recovery ordered by the court, shall be entitled to recover all statutory costs, plusreasonable attorneys’ fees. Should OCWD be named in any suit brought by any thirdparty against Licensee in connection with or in any way arising out of Licensee'soccupancy or use of the Premises under this License, Licensee shall pay to OCWD itscosts and expenses incurred in such suit, including reasonable attorneys’ fees.2.6.14 Security Measures: Licensee acknowledges that the Premises are licensed toand accepted by Licensee in an “as-is” condition, and that the License Payments andother sums payable from Licensee to OCWD hereunder do not include the cost ofsecurity guard or any other security services or measures. Licensee further acknowledgesthat OCWD makes no representation or warranty, express or implied, regarding thesecurity of the Premises or the need for or propriety of any security measures at thePremises; and Licensee further acknowledges that OCWD shall have no obligationwhatsoever to provide guard service or any other security measures. Licensee expressly-12-

assumes all responsibility for the protection and security of the Premises, Licensee, itsagents, employees, invitees and property within the Premises from any and all acts of anythird party.2.6.15 No Obligation to Third Parties: Execution and issuance of this License shall notbe deemed to confer any rights upon, directly, indirectly or by way of subrogation, norobligate either of the parties hereto to, any person or entity other than OCWD andLicensee.2.6.16 Waiver: Any waiver by any party of a breach of any provision of this Licenseshall not be deemed a continuing waiver or a waiver of any subsequent breach whether ofthe same or of another provision hereof.2.6.17 OCWD's Liability on Termination: Licensee hereby waives all damages orclaims for damage that may be caused by any action of OCWD in terminating thisLicense (either with or without cause), or taking possession of the Premises as providedin this License or at law, and Licensee waives all claims for damages to or loss of suchproperty of Licensee as may be in or upon the Premises upon the termination of thisLicense.2.7 Maintenance and Repair of Premises2.7.1 Licensee’s Obligation to Maintain Premises: Licensee shall at all times during theterm of this License, and any extension or renewal thereof, at its sole cost and expense,removes all trash and debris from the Premises. Licensee shall also keep and maintain ingood condition and in substantial repair (all to the satisfaction of OCWD in its solediscretion), the Premises and all appurtenances and every part thereof, includingimprovements of any kind erected, installed or made on or within the Premises. Licenseeshall at all times in the maintenance and use of the Premises and the buildings, structures,facilities, improvements and equipment thereon, comply with all laws, ordinances andregulations pertaining thereto, and all conditions and restrictions set forth herein.Licensee expressly agrees to maintain the Premises in a safe, clean, wholesome, andsanitary condition and free of trash and debris, to the complete satisfaction of OCWD andin compliance with all applicable laws.2.7.2 Licensee’s Default of its Maintenance Duties: In the event that Licensee fails,neglects or refuses to remove trash or debris deposited by Licensee or its invitees on thePremises or to maintain or make repairs or replacements as required by this License,OCWD shall notify Licensee in writing of such failure or refusal. Should Licensee fail orrefuse to correct such default within ten (10) days of receipt of such written notice fromOCWD, OCWD may, but shall not be required to, itself or by contract, undertake thenecessary maintenance, repair or replacements; and the cost thereof, including but notlimited to the cost of labor, materials and equipment and procurement of insurance, plus-13-

an administrative fee in the amount of fifteen percent (15%) of the sum of such costs,shall be paid by Licensee to OCWD within ten (10) days of Licensee's receipt of astatement of such costs from OCWD. Any such maintenance, repair or replacement by oron behalf of OCWD shall not be deemed to be a waiver of Licensee's default under thisLicense, and shall not in any way impair, prevent or restrict OCWD from exercising anyof its rights or remedies set forth in this License or otherwise provided at law.2.8 Miscellaneous2.8.1 Notices: Any notice, payment or instrument required or permitted to be given ordelivered by this License may be given or delivered by personal delivery or by depositingthe same in any United States mail depository, first class postage prepaid, and addressedas follows:If to OCWD:If by mail:If by personal delivery:If to Lessee:ORANGE COUNTY WATER DISTRICTP.O. Box 8300Fountain Valley, CA 92728-8300Attn: Property ManagementORANGE COUNTY WATER DISTRICT18700 Ward StreetFountain Valley, CA 92708Attn: Property ManagementTo such name and address set forth for Licensee inPart I of this License,or such other person or address as either party may direct in writing to the other;provided, however, that such new or different person or address shall not becomeeffective until acknowledged in writing by the party to whom directed. Except whereservice is by personal delivery or by registered or certified mail, return receipt requested,service of any instrument or writing shall be deemed completed forty-eight (48) hoursafter deposit in a United States mail depository.2.8.2 Warranty of Authority: Each officer of OCWD and Licensee affixing his or hersignature to this License warrants and represents by such signature that he or she has thefull legal authority to bind his or her respective party to all of the terms, conditions andprovisions of this License, that his or her respective party has the full legal right, power,capacity and authority to enter into this License and perform all of its provisions andobligations, and that no other approvals or consents are necessary in connectiontherewith.-14-

2.8.3 Headings: The titles and headings of Sections and Paragraphs of this License, asherein set forth, have been inserted for the sake of convenience only, and are not to betaken, deemed or construed to be any part of the terms, covenants or conditions of thisLicense, or to control, limit or modify any of the terms, covenants or conditions hereof.2.8.4 Time of Essence: Time is of the essence of this License. Failure to comply withany requirement, including but not limited to any time requirement, of this License shallconstitute a material breach of this License.2.8.5 Construction and Amendment: This License shall be construed, interpreted,governed and enforced in all respects according to the laws of the State of California andas if drafted by both OCWD and Licensee. No amendment, change or modification ofthis document shall be valid unless in writing, stating that it amends, changes or modifiesthis License, and signed by all of the parties hereto.2.8.6 Successors: Subject to the provisions of Paragraph 2.6.3 above, this License, andall of the terms, conditions and provisions herein, shall inure to the benefit of, and bebinding upon, OCWD, Licensee, and their respective successors and assigns.2.8.7 Re-Entry: No entry or re-entry into the Premises by OCWD shall be construed asan election to terminate this License, unless prior thereto or concurrently therewithwritten notice of intent to terminate is given by OCWD to Licensee. OCWD's entry intopossession of the Premises without having elected to terminate shall not prevent OCWDfrom making such an election and giving Licensee notice thereof.2.8.8 Partial Invalidity: If any term, covenant, condition or provision of this License isheld by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, theremainder of the provisions hereof shall remain in full force and effect and shall in noway affect, impair, or invalidate any other term, covenant, condition or provisioncontained in this License.2.8.9 Further Assurances: Each of the parties hereto shall execute and deliver any andall additional papers, documents and other assurances and shall do any and all acts andthings reasonably necessary in connection with the performance of their obligationshereunder and to carry out the intent of the parties hereto.2.8.10 Precedence: In the event of any conflict between Parts of this License, Part Ishall prevail over Parts II, III and IV, and Part III shall prevail over Part II.[END GENERAL LICENSE PROVISIONS]-15-

PART IIISPECIAL LICENSE PROVISIONS3.1 The following provisions are added to Paragraph 2.3.1 (Conditions of Use) of thisLicense:2.3.1.5 Should any damage or injury to OCWD's property or facilities (“Facilities”)occur, either through the acts of agents, servants or employees of Licensee or by anyindependent contractor of Licensee in the exercise of the rights granted in this License,Licensee agrees to immediately, upon the written demand of OCWD, restore suchFacilities, at Licensee’s sole cost and expense, to the condition of same on the date of thedamage or injury.2.3.1.6 Licensee shall at all times control the dust created during Licensee’s constructionand maintenance activities on the Premises. Licensee shall control dust by watering thearea where dust is created or by other means as approved by OCWD’s General Manageror his designee. Licensee shall be responsible for the acquisition and transportation ofthe water needed for dust control, as well as any and all costs associated with such dustcontrol.2.3.1.7 Licensee shall at the completion of the Cable installation, restore the surface ofthe Premises to the state that existed prior to the commencement of work, reasonablewear and tear excepted.2.3.1.8 Entry Gate Access. Licensee shall provide OCWD’s Property Manager with alock and key for the Richfield Road entry gate (“Entry Gate”) by delivering said lock andkey to OCWD’s Property Manager, who will place the lock on the Entry Gate. Licenseeshall keep the Entry Gate locked at all times to prevent unauthorized persons enteringOCWD property. OCWD reserves the right to remove unidentified locks without notice.2.3.1.9 Licensee shall coordinate all activity on the Premises with OCWD’s Manager ofRecharge Operations or his designee (herein the “Manager”), who is located at theOCWD’s Anaheim Field Office, (714) 378-3214. Licensee shall contact the Manager atleast 10 days before commencing any work on the Premises and provide the start date ofany work contemplated under this License and shall not commence work until the workhas been approved by the Manager or his designee..3.2 Section 2.9, including Paragraphs 2.9.1 through 2.9.7, is added to this License as follows:2.9 Improvements:2.9.1 Prior Consent for Improvements: Licensee shall not make any alteration of orimprovement to the Premises without the prior written approval of OCWD’S GeneralManager or his designee.-16-

2.9.1.1 In the event that Licensee desires to make any alteration, improvement,addition or utility installation in or about the Premises, Licensee shall presentsuch request in writing to OCWD, together with detailed plans of the proposedalteration or improvement; and Licensee shall not commence such alteration orimprovement unless and until OCWD’S General Manager or his designee hasgranted approval thereto in writing.2.9.1.2 In the event that OCWD’S General Manager or his designee grantswritten approval to any requested alteration of or improvement to the Premises,such approval shall be deemed conditioned upon Licensee acquiring allgovernmental licenses, approvals and permits required therefor, and suchalteration or improvement shall be constructed in strict conformance with theplans approved therefor by OCWD’S General Manager or his designee. Onceapproved by OCWD’S General Manager or his designee, no changes oralterations shall be made to the plans without the prior written approval byOCWD’S General Manager or his designee.2.9.1.3 In the event that OCWD’S General Manager or his designee grantswritten approval to any requested alteration of or improvement to the Premises,Licensee shall construct such alteration or improvement at Licensee's sole costand expense.2.9.2 Ownership of Improvements: All buildings, improvements, fixtures and facilities(exclusive of trade fixtures, portable buildings, vehicles, fiber optic cables and conduit),constructed or placed within the Premises by Licensee, including but not limited toelectrical and other utilities, listed or not, shall, upon the completion of construction,installation or placement within the Premises, be free and clear of all liens, claims andliability for payment for labor and material. Such buildings, improvements, fixtures andfacilities (exclusive of trade fixtures, portable buildings, vehicles, fiber optic cable andconduit), shall become and remain the property of OCWD at the expiration of thisLicense or earlier termination hereof. Upon the expiration or earlier termination of thisLicense, OCWD retains the right, in its sole and absolute discretion, and by written noticeto Licensee, to require (or, if requested by Licensee, to allow) Licensee, at Licensee's solecost and expense, to remove all such buildings, improvements, fixtures and facilitieslocated on the Premises. In the event OCWD either requires or grants permission toLicensee, such removal by Licensee shall include leveling the Premises, restoring anyberms removed, removing any underground obstructions, filling any excavations andcompacting such filled excavations to ninety percent (90%) compaction.2.9.3 "As-Built" Plans and Construction Costs: As a condition to the approval of anyalteration of or improvement to the Premises, OCWD shall have the right to requireLicensee to prepare and furnish to OCWD, at Licensee's sole cost and expense, andwithin sixty (60) days following completion of such alteration or improvement, acomplete set of reproducibles of "As-Built" plans for such alteration or improvement.-17-

2.9.4 Compliance with Building Codes: Licensee shall comply with all Building Codesin effect at the time of construction or installation of an improvement of any kind on thePremises. The applicable Building Codes shall be those codes as adopted by the localpermitting jurisdiction (i.e., city or county) in which the Premises is located. In the eventthat Licensee fails to conform to the Building Codes, OCWD may require immediatecompliance. If Licensee fails to comply, OCWD, at its option, may make such changesto bring the improvement into compliance with the Building Codes and charge Licenseethe cost of such changes plus ten percent (10%) to cover administrative costs. Licenseeshall have ten (10) days from receipt of the invoice to reimburse OCWD for the cost ofmaking such changes.2.9.5 Licensee’s Assurance of Construction Completion: Prior to commencement ofconstruction of approved facilities, or any phase thereof, within the Premises byLicensee, Licensee shall furnish to OCWD evidence that assures OCWD that sufficientmonies will be available to Licensee to complete the proposed construction in accordancewith the plans approved by OCWD. The amount of money available shall be at least thetotal estimated construction cost. Such evidence may take one of the following forms:(a) Completion bond issued to OCWD as oblige, and issued by asurety acceptable to OCWD.(b) Performance bond and labor and material bond (or performancebond containing the provisions of the labor and material bond), issued by a suretyacceptable to OCWD and supplied by Licensee's contractor or contractors,provided said bond(s) are issued jointly to Licensee and OCWD as obligees.(c) Irrevocable letter of credit issued to OCWD from a financialinstitution acceptable to OCWD to remain in effect until OCWD acknowledges,in writing, satisfactory completion of construction.(d)(e)Cash.Any combination of the above.2.9.6 Modification of Alterations or Improvements: In the event that Licensee desires tomodify or add to any alteration of or improvement to the Premises, Licensee shall notcommence any such modification or alteration without the prior written consent ofOCWD’S General Manager or his designee.2.9.7 Mechanics Liens or Stop-Notices: Licensee shall at all times indemnify and saveOCWD harmless from all claims, losses, demands, damages, costs, expenses, or liabilitycosts for labor or materials in connection with construction, repair, alteration, orinstallation of structures, improvements, equipment, pipelines, or facilities within the-18-

Premises, and from the cost of defending against such claims, including attorney fees andcosts.In the event a lien or stop-notice is imposed upon the Premises as a result of suchconstruction, repair, alteration, or installation, Licensee shall either:(a)(b)Record a valid Release of Lien, orProcure and record a bond in accordance with Section 8424 of the Civil Code,which frees the Premises from the claim of the lien or stop-notice and from anyaction brought to foreclose the lien.3.3 The following provision is added to Paragraph 2.4 (Insurance) of this License:2.4.7 Insurance: Licensee shall not permit any contractor or subcontractor to commencework on any portion of the Premises until Licensee has obtained, or has caused itscontractors or subcontractors to obtain insurance in the amounts as stated in Paragraph2.4 above which shall include as additional insured OCWD, its officers, directors,employees, agents, invitees and representatives (collectively, "OCWD Parties"), but onlywhile acting in their capacity as such and only with respect to the operations of theoriginal named insured, its contractors, subcontractors, agents, officers and employees inthe performance those uses as stated in Paragraph 1.1.2 (Use of Premises) above.Licensee shall furnish OCWD with certificates of insurance and endorsements showinginsurance coverage as described in Paragraph 2.4 above.[SPECIAL LICENSE PROVISIONS]-19-

PART IVDescription of Premises-20-

PART IVDescription of Access Area-21-

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: NoBudgeted Amount: N/ACost Estimate: $27,500 + EIR Peer review costFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: N/AEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:ADDITIONAL DEPOSIT OF FUNDS FOR GENERAL PLAN AMENDMENTAND ZONE CHANGE APPLICATION WITH CITY OF ANAHEIM FORBALL ROAD BASINSUMMARYIn August 2007, a General Plan Amendment and Zone Change (GPA/ZC) applicationwas filed with the City of Anaheim (City) proposing a land use change from Open Spaceto Commercial, with an initial application deposit with the City of $22,000. Since 2007,the City has charged its costs against this deposit, recently bringing the deposit belowthe City’s deposit threshold. The City is requesting that additional funds be deposited.Staff will propose an additional amount at the Committee meeting.RECOMMENDATIONAgendize for April 3 Board meeting:1) Authorize payment to the City of Anaheim for $27,500 for additional funds for theGeneral Plan Amendment and Zone Change application deposit for the Ball RoadBasin property; and2) Staff will propose a payment amount to cover District costs for the City ofAnaheim’s Environmental Impact Report peer review processBACKGROUND/ANALYSISOn August 15, 2007, the Board authorized a GPA/ZC application from Open Space toCommercial with the City for the Property, along with initial deposits as required by theCity for the application. The initial minimum deposit to cover City costs to process theGeneral Plan Amendment was $12,000 and the initial minimum deposit to process theZone Change was $10,000, for a total initial deposit of $22,000. These deposits are topay for all City costs, including staff and consultant costs and are paid by the applicant.Since 2007, City staff and traffic consultant time regarding the GPA/ZC application havebeen charged against this deposit. As of the last statement received from the Citydated February 28, 2013, the remaining balance for both deposits is $2,221.33. The1

City has advised staff that the deposits have fallen below their threshold and isrequesting that the deposits be increased by the addition of $12,000 for the GeneralPlan Amendment and $10,000 for the Zone Change.At the December 19 Board of Directors’ meeting the Board approved the issuance of aWork Order to Environmental Advisors to prepare an EIR. The EIR process is expectedto conclude early 2014. As part of the EIR development, the City is requiring that theirconsultant conduct a sewer analysis for the City’s review. The City uses a third-partyconsultant to perform sewer model runs for specific analyses. The City is requesting anadditional deposit of $5,500 to direct their consultant to perform the sewer model runs.Additionally, the City is soliciting quotations from their on-call environmental consultantsfor the peer review that the City will conduct of the EIR. The peer review will be at theDistrict’s expense. The City expects bids back on March 19 and will advise staff as tothe cost and will ask the District to add additional funds to deposit to cover the cost ofthe peer review.Any funds deposited and not used will be refunded to the District.General Plan Amendment deposit: $12,000Zone Change deposit: $10,000Sewer study by City: $ 5,500$27,500EIR Peer review: Staff will provide the City’s deposit amount at the Committee meeting.Next Steps1. Prepare the EIR2. City soliciting quotes for hiring a consultant to provide a peer review of the EIRonce it is completed.3. Deposit of additional funds to District’s application deposit with the City.Summary of Prior Steps TakenNovember 2006February 2007JulyLetter to OCFCD regarding developing the Ball Road Basin property includingresolving flood easement on Ball Road BasinLetter from OCFCD requesting evaluation of specific issues including aHydrology and Hydraulics study prior to conceptual approval of releasing floodeasement on Ball Road BasinRFP issued by OCWD Engineering for Hydrology and Hydraulics study of BallRoad Basin and Chantilly Storm Channel2

AugustSeptemberFiled General Plan Amendment and Zone change with $22,000 deposit with theCityAgreement approved with Boyle Engineering for Hydrology and Hydraulicsstudy of Ball Road Basin and Chantilly Storm ChannelReceived City staff comments regarding the General Plan Amendment andZone changeOctoberJanuary 2008FebruaryMarchAprilStaff met with City staff to review City staff’s comments regarding the GeneralPlan Amendment and Zone changeStaff and Boyle met with OCFCD to discuss the Hydrology and Hydraulics studyand OCFCD’s requirements for conceptual approval of the levee encroachmentand improvements to the Chantilly Storm Drain Extension to the Santa AnaRiverMeeting with Army Corps of Engineers (Corps) to discuss the Hydrology andHydraulics study and Corps’ requirements for conceptual approval of the leveeencroachment and improvements to the Chantilly Storm Drain Extension to theSanta Ana RiverLetter sent to the Corps by Boyle requesting conceptual approvalLetter received from Corps stating conceptual approvalStaff and Boyle met with OCFCD to discuss the Corps conceptual approvalLetter sent to OCFCD requesting conceptual approvalAugustSeptemberOctoberMarch 2009AprilMayJuneOctoberLetter received from OCFCD stating conceptual approval and would be able torelinquish their easement over the Basin provided that certain criteria, asoutlined in the letter, are metBoyle finalized the Hydrology and Hydraulics reportDraft Agreement sent to OCFCDStaff received a revised draft Agreement and is reviewingStaff has reviewed the agreement and has requested a meeting with OCFCD todiscuss and clarify several items including assignment of the agreement toanother party.Staff met with OCFCD staff to discuss and clarify several items includingassignment of the agreement to another party.Staff sent revised agreement to OCFCD.Staff discussed changes to agreement with County Counsel.3

Staff advised by OCFCD that they are still reviewing the draft AgreementApril 2010MayJuneAugustStaff received a revised draft Agreement and is reviewingStaff reviewing revised draft AgreementStaff submitted comments regarding Guaranty to OCFCDStaff met with OCFCD to discuss Guaranty and potential alternativesStaff received a revised draft Agreement and is reviewingSeptemberStaff reviewing revised draft AgreementStaff advised that OCFCD will be providing additional revisionsNovemberDecemberJanuary 2011FebruaryMarchAprilMayAugustSeptemberOctoberJanuary 2012Staff advised that OCFCD is finalizing the revised draft AgreementStaff received revised Agreement from OCFCDStaff reviewed Agreement and provided additional comments to OCFCDStaff met with City staff to determine how to proceed with the GPA/ZCStaff received final draft Agreement from OCFCDFiled an updated application for the GPA/ZCHired Chamber’s Group, Inc. for CEQA Initial StudyOCFCD sent signing copies of agreement for OCWD signatureReturned signed copies of the agreement to OCFCD for processing.Met with Anaheim Planning and Traffic staff to discuss traffic studyrequirements in the Initial StudyChambers developing Initial Study (traffic study)OCFCD agreement agendized for OC Board of Supervisors approvalFebruaryMarchChambers continued development of Initial Study (traffic study and air qualityreport)Chambers continued development of Initial Study (waiting for Anaheim data fortraffic study)AprilTraffic and Air studies complete and Chambers has provided a draft Initial Study4

for staff reviewMayStaff reviewing draft Initial StudyJulyFinal version of Initial Study received from ChambersInitial Study provided to City of AnaheimAugustBoard authorized issuance of an RFP for preparation of an EIRCity of Anaheim provided comments on the Initial StudySeptemberOctoberInitial Study revised by District environmental consultant and provided to Cityfor additional commentsCity of Anaheim provided additional comments on the Initial StudyInitial Study revised by District environmental consultant and provided to City foradditional commentsIssued RFP to select consultant to prepare EIRNovemberDecemberJanuary 2013FebruaryReceived proposals to prepare EIR; review proposals and interview firmsBoard authorized preparation of an EIR by Environmental Advisors for the BallRoad Basin Property; and Engineering Support services from Adams- StreeterEngineering.Held EIR kickoff meeting with consultants.NOP distributed and 30-day review period startedHeld EIR scoping meeting with City of Anaheim for public commentMarchNOP 30 day review period ended and City has received public comments.PRIOR RELEVANT BOARD ACTION(S)12/19/12, R12-19-00 Authorize issuance of a Work Order to Environmental Advisors to preparean EIR for an amount not to exceed $185,921; and an Agreement withAdams-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 notto exceed $21,000 to prepare traffic and air quality studies5

3/2/11, M11-41 Direct staff to hire a consultant to prepare initial study and determineappropriate CEQA documentation (resulted in hiring Chambers Group forthe amount of $32,611)02/2/11, R11-2-12 Authorize the General Manager to finalize and execute the ChantillyStorm Channel Agreement with Orange County Public WorksDepartment- Flood Control Division9/5/07, R07-9-118 Authorize issuance of Professional Services Agreement to BoyleEngineering Corporation for an amount not to exceed $47,233 for the BallRoad Basin Hydrology and Hydraulics Study8/15/07, M07-111 Authorize General Plan Amendment and Zone Change Application withCity of Anaheim for Ball Road Basin and issuance of a check in theamount 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 BallRoad Basin5/2/07, M07-71 Direct staff to investigate approach for clearing entitlements from BallRoad Basin property10/18/06, M06-131 Determine Ball Road Basin not suitable for surface recharge, or storage;and retaining a portion of the basin for potential injection well rechargeusing GWR water6

Location Map

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: NoBudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: N/AEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:STATUS OF PROPERTY ACQUISITION AT 3199 EAST LA PALMAAVENUE IN ANAHEIMSUMMARYStaff and Panattoni Development Corporation are negotiating a Purchase Agreementfor the property at 3199 East La Palma Avenue in Anaheim (Property). The property iscomprised of approximately 17.69 acres and is located adjacent to the Carbon CreekDiversion Channel and the District’s existing GWRS pipeline. The Property is in afavorable location for potential use as recharge basin due to its proximity to existingDistrict facilities and favorable geology. Staff will update the Committee on the status ofthe acquisition of the Property, including a summary overview of the findings of thePhase 1 Environmental Site Assessment (ESA).RECOMMENDATIONInformational.BACKGROUND/ANALYSISStaff and Panattoni continue to negotiate the Purchase Agreement for the acquisition ofthe Property. While the Purchase Agreement is being negotiated, additional work inacquiring the Property has taken place:On February 27, 2012 staff submitted a letter to the City of Anaheim PlanningDepartment requesting the City find that the proposed acquisition and use of theproperty is in conformance with the City’s General Plan, per CaliforniaGovernment Code Section 65402.As part of the acquisition process, staff is investigating the Property for anycontamination, and to determine if the soils will percolate water. Avocet washired to perform a Phase 1 ESA, and to provide a compilation and summation ofthe extensive geologic and environmental data collected on the Property. Avocethas completed the Phase 1 ESA. Staff has reviewed the Phase 1 ESA and willprovide a summary overview to the Committee.

Additional potential site assessments to be performed would be a Phase 2Environmental Site Assessment, if determined necessary by the Phase 1 ESA, tofurther determine if there is soils contamination on the property. The Boardauthorized the General Manager to negotiate a scope of work in an amount notto exceed $50,000 at the January 16, 2013 Board meeting.Staff has received and is reviewing the Property Appraisal and Preliminary TitleReport.Staff is also completing additional tasks in preparation for the acquisition of theProperty, and will require Board approval at a future Board meeting.These tasks / items include:1. Environmental analysis / appropriate CEQA documentation2. Engineer’s report3. Project budget4. Purchase agreement5. Funding6. Property site assessmentPRIOR BOARD ACTION(S)1/16/13, R13-1-4 Authorizing Environmental Site Assessment for Property Located at3199 East La Palma Avenue in AnaheimCS 12/12/12, Closed session discussion regarding negotiations of the Property andproviding direction to staff.

Location Map

AGENDA ITEM SUBMITTALMeeting Date: March 22, 2013To: Property Management Cte./Board of DirectorsFrom: Mike MarkusStaff Contact: B. Dosier/D. JacksonBudgeted: N/ABudgeted Amount: N/ACost Estimate: N/AFunding Source: N/AProgram/ Line Item No. N/AGeneral Counsel Approval: N/AEngineers/Feasibility Report: N/ACEQA Compliance: N/ASubject:STATUS OF SOUTH STREET PROPERTY IN ANAHEIMSUMMARYStaff and Family Development Group (FDG) are negotiating a Purchase Agreement for thesurplussed South Street properties (Properties). Staff will update the Committee on thestatus of the property.RECOMMENDATIONInformational.BACKGROUND/ANALYSISOn May 4, 2011 the Board approved the preparation and authorized the execution of anExclusive Due Diligence and License Agreement with Family Development, Inc. (FDG) toevaluate the feasibility of developing residential housing on the surplussed properties(Property), including both a one acre parcel declared surplus in 2001 and 2.5 acre parcelsdeclared surplus in 2010.The FDG agreement expired on April 28, 2012, however, at the September 5 Boardmeeting, staff was authorized to negotiate price and terms for the Properties and return tothe Board for consideration. Subsequently, Mr. Barbato provided a letter of intent with anoffer to purchase the Property and at the November 7 Board meeting the Board authorizedstaff to provide a counter-offer, which was accepted by FDG. Staff and FDG arenegotiating a Purchase and Sales Agreement. As part of the negotiation, staff and FDGare discussing the relocation of the District’s Pump House located on the Property thatcontains the water connection for the irrigation system for the mitigation area and to fill theDistrict’s water truck for dust control may have to be relocated and; 2) the legal descriptionrevision required for Parcel 1, the 2.2 acre parcel south of South Street, to remove the bikeand pedestrian trail from the parcel.Staff will update the Committee on the status of the Property

Summary of Prior Steps TakenJanuary 2008Property was surveyed and the survey map presented to Property ManagementCommittee. Recharge and Engineering staff evaluated the proposed propertyboundaries and determined that use of the Property as indicated by the surveymap does not conflict with the operations of Burris or Lincoln BasinsDistrict staff received and reviewed the preliminary title reports for bothproperties, and has identified major easements on the properties.FebruaryJuneJulySeptemberLetter sent to the OCFCD requesting removal of the easements on the propertyadjacent to Lincoln BasinLetter was received from OCFCD indicating they would be willing to remove theeasement on the property adjacent to Lincoln BasinWork order issued to surveyor to write a legal description of the propertyLegal description of the property received from surveyorLetter sent to OCFCD providing a quitclaim deed with the legal description ofthe property and requesting that approval for execution of the quitclaim bescheduled with the Board of SupervisorsOctoberNovemberJanuary 2009Waiting for response to letterNotified by OC Geomatics that they are reviewing the request for OCFCD.Notified by OC Geomatics that flood easement is no longer valid on parceladjacent to Lincoln Basin.First American Title Company provided a revised Title Report indicating theremoval of flood control easementOCFCD is to send letter confirming findingFebruaryMarchAprilMayLetter sent to First American Title requesting review of exceptions and a newpreliminary Title Report.Letter from OCFCD confirming that the flood easement over the parcel north ofSouth Street is not valid.Staff reviewing tentative parcel map process, fees and expenses.Staff met with City Engineer to discuss the abandonment of a portion of SouthStreet.Staff received quote from David Bush to prepare a tentative parcel map.JuneStaff met with City staff to discuss the abandonment of South Street.Staff received a letter from City staff supporting vacating/abandonment of theeasterly portion of South Street.

JulySeptemberStaff met the Le Med apartment owners to discuss the potential abandonmentof South Street and the potential South Street project.Staff met with the City of Anaheim’s Planning Services Manager to discuss theDistrict’s plan for South Street.Staff contacted consultant to discuss resolving the title exceptions in thePreliminary Title Report.OctoberNovemberDecemberJanuary 2010Staff contacted Fidelity National Title regarding new preliminary Title report andto discuss exceptions identified by First American Title.Staff working with Fidelity National Title to resolve title exceptions.Staff received a Preliminary Title Report from Fidelity National Title Company.Staff reviewed the Preliminary Title Report from Fidelity National Title Company.FebruaryMarchAprilNo activity.Board of Directors declared Property surplus.60 day Notice of Intent to Dispose of Surplus Property mailed.Staff working with Fidelity National Title to resolve title exceptions.Staff received letter from City of Anaheim responding to the 60 day Notice.Staff filed the Notice of Exemption in the Orange County Recorder’s OfficeMayJuneStaff issued a Request for Quotes for Civil Engineering services to produce aparcel map.Received revised Preliminary Title Report.Staff received quotes for Civil Engineering services to produce a parcel map.Staff issued a Purchase Order to Stantec to provide engineering services todevelop a Tentative Parcel Map.Meeting with Anaheim Mayor and senior staffAugustSeptemberStantec developing Tentative Parcel MapTentative Parcel Map finalized for filing the application for a tentative parcel mapFinalizing appropriate forms required in filing the application for a TentativeParcel MapOctoberNovemberFiled application for Tentative Parcel Map with City.Received letter from City requesting additional information to complete thereview of the application for a Tentative Parcel Map.

DecemberJanuary 2011FebruaryIssued Purchase Order to Stantec Consulting Services to modify TentativeParcel Map.Staff provided additional Information and materials requested by the City for theTentative Parcel Map.City staff advised that they would notify staff of hearing date.March City staff advised that the Tentative Parcel Map hearing scheduled for April 11.AprilMayDistrict staff met with City Planning Department staff to discuss tentative parcelmap.Staff directed consultant to modify the Tentative Parcel Map to incorporateCity’s additional changes.District entered into an Exclusive Due Diligence and License Agreement withFamily Development Group.NovemberJanuary 2012FebruaryMarchAprilDistrict entered into Amendment One to Exclusive Due Diligence and LicenseAgreement with Family Development Group.District entered into Amendment One to Exclusive Due Diligence and LicenseAgreement with Family Development Group.District staff received Appraisal Report on the South Street Property.District staff reviewing Appraisal Report on the South Street Property.District staff reviewing Appraisal Report on the South Street Property.Exclusive Due Diligence and License Agreement with FDG expired.SeptemberBoard authorized releasing appraisal to FDG and staff to negotiate price andterms.FDG provided Letter of Intent to staff.NovemberDecemberJanuaryMarchBoard authorized counter-offer to FDG.Counter-offer submitted to FDGFDG accepted District’s counter-offer.District staff drafting a Purchase Agreement to FDG.Draft Purchase and Sale Agreement provided to FDG.PRIOR RELEVANT BOARD ACTION(S)11/2/11, R11-11-165 Approve Amendment One to Exclusive Due Diligence Agreement andLicense Agreement with Family Development Group for a 180 day

extension; and return to November 17 Property Management Committeemeeting with a proposed property value.05/04/11, R11-05-63 Execute Exclusive Due Diligence Agreement and License Agreement withFamily Development Group, Inc for a six month period.03/03/10, R10-03-38 Find that the 2.578 acre portions of property located on South Streetadjacent to Burris and Lincoln Basins, Anaheim CA are no longernecessary to be retained for immediate uses and purposes of the Districtand declare the property surplusAuthorize filing of Notice of Exemption pursuant to CEQA8/15/07, M07-113 Authorize staff to survey the property; perform the necessary lot lineadjustments and rezoning; perform preliminary title search; establishproject budget not to exceed $25,000; and direct staff to return toCommittee with a property appraisal and a recommendation for surplusingthe property7/18/07, M07-104 Initiate Surplus Process for South Street Property in Anaheim and directingstaff to review proposed Site Plans for Engineering and Hydrogeologicalissues and prepare an RFP for consultant services.

LOCATION MAPSOUTH STREET PROPERTY ADJACENT TO BURRIS AND LINCOLN BASINS