ABSTAIN: None - Vista Irrigation District

MINUTES OF THE ADJOURNED MEETING OF THE
BOARD OF DIRECTORS OF THE
VISTA IRRIGATION DISTRICT

February 16, 2005

An Adjourned Meeting of the Board of Directors of Vista Irrigation District was held on
Wednesday, February 5, 2005, at the offices of the District, 1391 Engineer Street, Vista, California.

1. CALL TO ORDER

Vice President Burzell called the meeting to order at 8:30 a.m.

2. ROLL CALL

Directors present: Campo, MacKenzie, Burzell and Williams.

Directors absent: Mendez

Interim General Counsel Elaine Chan was also present.

Staff present: John Amodeo, General Manager and Chief Engineer; Roy Coox, Assistant
General Manager/Treasurer; Sherrie D. Jorgenson, Secretary of the Board; Brett Hodgkiss,
Administrative Manager; Eldon Boone, Director of Finance; Brian Smith, Assistant Chief Engineer;
Farrokh Shahamiri, Finance Associate; Don Jones, Safety/Risk Manager; and Lisa Soto,
Administrative Assistant.

3. PLEDGE OF ALLEGIANCE

Director Williams led the pledge of allegiance.

4. APPROVAL OF AGENDA

05-02-16 Upon motion by Director Campo, seconded by Director MacKenzie and unanimously
carried, the Board of Directors approved the agenda as presented.

5. PUBLIC COMMENT TIME

No public comments were presented on items not appearing on the agenda.

6. CONSENT CALENDAR

05-02-17 Upon motion by Director MacKenzie, seconded by Director Williams and
unanimously carried, the Board of Directors approved the Consent Calendar,
including Resolution No. 05-07 setting terms and conditions of detachment for the
Vista Ventura, Inc. Reorganization; Resolution No. 05-08 ordering Schwartz
Reorganization detachment; Resolution No. 05-09 designating agents authorized to
apply for state and federal assistance for storm-related damages to District
infrastructure on the Warner Ranch; and Resolution No. 05-10 approving
disbursements.

VISTA IRRIGATION DISTRICT 1 Board of Directors

MINUTES 2/16/2005

A. Grant of easement appurtenant and quitclaim of blanket easement

See staff report attached hereto as Exhibit A-l. Staff recommended and the Board accepted a
3-foot wide easement and approved the quitclaim of a portion of a blanket easement over property
owned by Cal Vista Properties, LLC, located at 2410 La Mirada Drive, Vista (APN 219-031-18).

B. Detachment terms and conditions

See staff report attached hereto as Exhibit A-2.

The Board adopted Resolution No. 05-07 setting the terms and conditions for the
detachment of 9.54 acres owned by the Evans Family Trust, known as the Vista Ventura Inc.
Reorganization (LN 2004-086, APN 182-270-15) by the following roll call vote.

AYES: Directors Campo, Burzell, Williams and MacKenzie
NOES: None
ABSTAIN: None
ABSENT: Director Mendez

A copy of Resolution No. 05-07 is on file in the official Resolution Book of the District.

C. Order for detachment

See staff report attached hereto as Exhibit A-3.

The Board adopted Resolution No. 05-08 ordering the detachment of 2.16 acres located at
Woodward Street, San Marcos, known as the Schwartz Reorganization, owned by Robert
Schwartz (LN 03-048, APN 218-071-08 & 09) by the following roll call vote:

AYES: Directors Campo, Burzell, Williams and MacKenzie
NOES: None
ABSTAIN: None
ABSENT: Director Mendez

A copy of Resolution No. 05-08 is on file in the official Resolution Book of the District.

D. Approval of project, parcel map and acceptance of right of way

See staff report attached hereto as Exhibit A-4. Staff recommended and the Board accepted the
water project, parcel map and easement for a 4-lot single-family dwelling subdivision known as Sunset
Heights, owned by Michael Crews Development II, Inc., located on Vale View Drive, Vista (LN
2003-023; VT 02-068; APN 166-680-17).

E. Quitclaim of reserved and specific easements

See staff report attached hereto as Exhibit A-5. Staff recommended and the Board approved
Quitclaim Nos. 603 and 604, quitclaiming a portion of Reserved Easement No. V36 and specific
easement No. C47, respectively, for a single-family dwelling site owned by Brandt Properties, LLC,
located at 1354 Kilby Lane, Vista (APN 180-173-58).

VISTA IRRIGATION DISTRICT 2 Board of Directors

MINUTES 2116/2005

F. Storm damage relief

See staff report attached hereto as Exhibit A-6.

The Board adopted Resolution No. 05-09 designating agents authorized to apply for state
and federal assistance for storm-related damages to District infrastructure on the Warner Ranch
by the following roll call vote:

AYES: Director Campo, Burzell, Williams and MacKeiizie
NOES: None
ABSTAIN: None
ABSENT: Director Mendez

A copy of resolution No. 05-09 is on file in the official Resolution Book of the District.

G. Construction agreement

See staff report attached hereto as Exhibit A-7. Staff recommended and the Board approved
the agreement between the District and the City of San Marcos for the reconstruction and widening of
South Santa Fe Avenue between Bossteck Blvd. and Rancho Santa Fe Road, San Marcos (LN 2001-
008).

H. Minutes of Board of Directors meeting on February 2, 2005

The minutes of February 2, 2005 were approved as presented.
I. Resolutionratifying check disbursements

RESOLUTION NO. 05-10

BE IT RESOLVED, that the Board of Directors of Vista Irrigation District does hereby
approve checks numbered 23651 through 23737 drawn on the Union Bank of California totaling
$138,139.04.

FURTHER RESOLVED that the Board of Directors does hereby authorize the execution
of the checks by the appropriate officers of the District.

PASSED AND ADOPTED by the following roll call vote of the Board of Directors of Vista
Irrigation District this 16th day of February 2005.

AYES: Directors Campo, MacKenzie, Burzell and Williams
NOES: None
ABSTAIN: None
ABSENT: Director Mendez

****************

VISTA IRRIGATION DISTRICT 3 Board of Directors

MINUTES 2116/2005

7. PUBLIC HEARING REGARDING THE DISTRICT'S FEES AND CHARGES OTHER
THAN WATER RATES

See staff report attached hereto as Exhibit B.

Director Burzell opened the public hearing. Secretary Jorgenson advised that the notice of
public hearing had been duly published and that the certificate of publication was on file with the
District. She also advised that the District had not received either written or oral communication
regarding the subject of the public hearing,

05-02-18 Upon motion by Director Campo, seconded by Director Williams and unanimously
carried, the Board of Directors closed the public hearing to receive comments
regarding the District's fees and charges other than water rates.

8. REVISION OF THE RULES AND REGULATIONS OF THE DISTRICT RELATIVE
TO FEES AND CHARGES OTHER THAN WATER RATES

See staff report attached hereto as Exhibit C.

Director MacKenzie inquired whether staff had provided separate notice of the proposed fee
changes to individuals or entities with development projects in process prior to the public hearing date.
Mr. Amodeo stated that such separate special notice in addition to public notice requirements was not
normally conducted until after the fees and miscellaneous charges were adopted by the Board. He
added that following Board approval of the changes, staff in past years had notified developers of the
new fees to allow them an opportunity to purchase needed services before the new fees became
effective. Mr. Smith commented that when certain fees, such as the capacity fee, had significant
increases, developers were allowed to purchase services early to take advantage of a lower rate as long
as the project was close to being approved. He also stated that due to the scope of the District's fees
and charges, it would be difficult to contact everyone who might be affected.

Director MacKenzie suggested that the Board consider setting a policy that would require staff
to individually notify developers with projects developing in the District of the impending fee changes
prior to the public hearing in order to give them an opportunity to comment at the public hearing. She
suggested a timeframe of 30 days before the public hearing. Director MacKenzie requested that this
item be agendized at a future Board meeting.

05-02-19 Upon motion by Director Campo, seconded by Director Williams and unanimously
carried, the Board of Directors adopted Resolution No. 05-11 amending certain
provisions of the District's Rules and Regulations relative to fees and charges other
than water rates with an effective date of April 17, 2005 for the amendments by the
following roll call vote:

AYES: Directors Campo, Burzell, Williams and McKenae
NOES: None
ABSTAIN: None
ABSENT: Director Mendez

A copy of Resolution No. 05-11 is on file in the official Resolution Book of the
District.

VISTA IRRIGATION DISTRICT 4 Board of Directors

MINUTES 2/16/2005

Mssrs. Boone, Shahamiri and Jones left the meeting.

9. AD HOC COMMITTEE REPORTS

A. Warner Ranch House Fund Raising

Director Burzell advised that staff continues to pursue individual and corporate contacts for
fund raising opportunities. He indicated that efforts should continue to be made to encourage financial
support of the project by residents of the community. Mr. Coox indicated that staff was also
investigating the possibility of using professional fund raisers to assist the District in raising funds to
complete the project.

B. Hunting on Warner Ranch

Director Campo reported on the Henshaw Resort lessee's proposal to amend his current lease
to allow expanded hunting activities on the Warner Ranch. Director Campo stated that the initial
meeting of the ad hoc committee identified several issues that needed to be addressed. He indicated
that General Counsel had been requested to prepare an opinion that would address legal issues involved
with the lessee's proposed use of District land. Director Burzell commented on a few concerns he had
concerning expanded hunting on the Warner Ranch, including impacts to liability insurance coverage.

Ms. Chan discussed her role as counsel in rendering legal opinions to the Board in general, and
specifically in connection with the lease negotiations under consideration. In compliance with the
Brown Act, which allowed discussions concerning lease negotiations to be conducted in closed session,
she recommended that the Board appoint the members of the ad hoc committee to serve as the
District's real property negotiators for the purpose of conducting lease negotiations with the Henshaw
Resort lessee.

05-02-20 Upon motion by Director MacKenzie, seconded by Director Burzell and unanimously
carried, the Board of Directors appointed Directors Mendez and Campo to serve as
the District's real property negotiators regarding amendments to the Henshaw Resort
concession lease.

Director Williams requested a transcript or duplicate tape of the recording of the foregoing
discussion. A discussion ensued concerning the technical requirements to produce a duplicate tape in a
format acceptable to the public. Secretary Jorgenson indicated that she would provide Director
Williams with a transcript or duplicate recording.

C. Charitable Donations Policy

The Board discussed the draft policy prepared by staff pursuant to the ad hoc committee's
recommendations. Director Burzell indicated that the policy established a general restriction that
excluded consideration of contributions that did not have a District-related purpose or provide an
identifiable direct benefit to the District.

Director MacKenzie inquired who would be responsible for making the decision as to whether
a request for a charitable contribution had a direct benefit to the District. Mr. Coox commented that in
most cases, staff should be able to clearly discern whether a request complied with the parameters set
forth in the proposed policy. He indicated that where such determination of suitability was open to
interpretation, the request would be brought to the Board for review and consideration.

VISTA IRRIGATION DISTRICT 5 Board of Directors

MINUTES 2116/2005

05-02-21 Upon motion by Director Williams, seconded by Director Campo and unanimously
carried, the Board of Directors approved an amendment to the Rules and Regulations
of the District, adding Section 1.10 setting forth a charitable contributions policy.

10. REQUEST FOR CONCURRENCE IN NOMINATION TO THE ACWA/JPIA
EXECUTIVE COMMITTEE

See staff report attached hereto as Exhibit D.

05-02-22 Upon motion by Director MacKenzie, seconded by Director Williams and
unanimously carried, the Board of Directors adopted Resolution No. 05-12
concurring in the nomination of W. D. "Bitt" Knutson to the Executive Committee of
the ACWA/JPIA by the following roll call vote:

AYES: Directors Campo, Burzell, William and, MacKenzie
NOES: None
ABSTAIN: None
ABSENT: Director Mendez

A copy of Resolution No. 05-12 is on file in the official Resolution Book of the District.

11. CLOSED SESSION FOR CONFERENCE WITH LEGAL COUNSEL

Director Burzell adjourned the meeting to closed session at 9:16 a.m. for a conference with
legal counsel to discuss the following pending litigation:

A. San Luis Rey Indian Water Rights Settlement per Govt. Code §54956.9(a)
B. TC Construction Co. Inc. vs. Vista Irrigation District, Case No. GIN 039712, per
Govt. Code §54956.9(a)
C. Significant exposure to litigation per Govt. Code §54956.9(b) - one case

The regular meeting was reconvened at 9:40 a.m. Director Burzell declared that no reportable
action had been taken.

12. CLOSED SESSION WITH REAL PROPERTY NEGOTIATOR

Director Burzell readjourned the meeting to closed session at 9:40 a.m. for a conference with
real property negotiator, Paul Campo, regarding lease negotiations involving District property on the
Warner Ranch.

The regular meeting was reconvened at 10:00 a.m. Director Burzell declared that there was no
reportable action.

13. MATTERS PERTAINING TO THE ACTIVITIES OF THE SAN DIEGO COUNTY
WATER AUTHORITY

Director Williams commented on Water Authority committee appointments, particularly as it
pertained to appointments to key committees. He indicated that he currently served on two of the three
key ad hoc committees, one of which was the QSA Implementation Committee. Director Williams
reported that counsel for the QSA Committee advised that if the QSA was not fully implemented, the

VISTA IRRIGATION DISTRICT 6 Board of Directors

MINUTES 2/16/2005

Indian tribes would still receive their allotment of water from the All American Canal. He also advised
that representatives of the Mexican government were meeting with the U.S. Department of Interior to
pursue Mexico's claim to water seepage from the All American Canal.

Director Williams also advised that the Water Authority was renegotiating the MWD wheeling
rate concerning IID water.

Director Williams stated that the Salton Sea Authority was running out of money. He added
that the federal government did not seem inclined to provide more funds.

Director Williams reported that tribal governance issues would be discussed at the next
SANDAG Borders Committee meeting. He believed the focus of discussion would be transportation
issues on tribal lands.

14. SCHEDULE OF UPCOMING MEETINGS AND EVENTS AND DIRECTORS
ATTENDING

See staff report attached hereto as Exhibit E. There were no requests by directors to attend
functions.

15. COMMENTS BY GENERAL MANAGER

Mr. Amodeo reported that Lake Henshaw was at 21,704 AF. He stated that run off was
coming into the lake on an average of 50 to 60 acre feet per day.

16. ITEMS FOR FUTURE AGENDAS/PRESS RELEASES

None presented.

17. COMMENTS, QUESTIONS AND REQUESTS BY DIRECTORS

Director MacKenzie inquired about the status of the annual report. Director Williams said the
Public Affairs Committee was continuing to review the copy. He anticipated that the final draft would
soon be ready for the Board to review.

18. CLOSED SESSION TO CONDUCT PUBLIC EMPLOYEE PERFORMANCE
EVALUATION - GENERAL MANAGER ANDCHIEF ENGINEER

Director Burzell adjourned the meeting to closed session at 10:10 a.m. to conduct the
performance evaluation of the General Manager and Chief Engineer.

The regular meeting was reconvened at 10:35 a.m. Director Burzell declared that the Board
continued the performance evaluation to March 2, 2005.

19. EMPLOYMENT AGREEMENT WITH GENERAL MANAGER AND CHIEF
ENGINEER

This item was tabled to March 2, 2005.

VISTA IRRIGATION DISTRICT 7 Board of Directors

MINUTES 2/16/2005

20. ADJOURNMENT

There being no further business to come before the Board, Director Burzell adjourned the
meeting at 10:36 a.m.

Linden R. Burzell, Acting President

ATTEST:.

A

Sherrie D. Jor^son^Secretary
Board of Directors

VISTA IRRIGATION DISTRICT

VISTA IRRIGATION DISTRICT Board of Directors
MINUTES 2/16/2005