SPECIAL MEETING MINUTES

BOARD OF DIRECTORS

MONTECITO WATER DISTRICT

583 SAN YSIDRO ROAD, MONTECITO, CALIFORNIA

Wednesday, January 27, 2010

9:00 A.m.

1. CALL TO ORDER, ROLL CALL, DETERMINATION OF QUORUM

President Morgan called the meeting to order at 9:00 a.m.

Directors Present:

Directors Samuel Frye, W. Douglas Morgan, Richard Shaikewitz, and Larry Wilson

Directors Absent:

Jan E. Abel

Staff Present:

Tom Mosby, General Manager

Toni Bailey, Business Manager

Guest Present

Doug Brown, Stradling, Yocca, Carlson & Rauth

Dave Houston,Citigroup, Inc.

Robert Porr, Fieldman, Rolapp & Associates

2. PUBLIC FORUM

There were no members of the public present who wished to speak to the Board on matters not on the agenda.

3. Workshop

A. Refinancing the Revenue Certificates of Participation, Series 1998A (1998A COPs)

The Board heard presentations from Mr. Brown, Mr. Houston and Mr. Porr and discussed the proposal to refinance the District’s 1998A COPs.

Director Wilson left the meeting at 11:00 a.m.

Following discussion, it was the consensus of the three remaining Board members to instruct staff and consultants to proceed with drawing up documents for refinancing the COPs, incorporating certain changes requested by Director Shaikewitz and with the understanding that the District would incur no financial obligation unless the decision is made to refinance the COPs. The documents are to be presented to the Board at their regular meeting in February.

4. ADJOURNMENT

There being no further business to come before the MWD Board of Directors, the meeting was adjourned at 11:30 a.m.

Approved:

_____________________________

W. Douglas Morgan, President

Attest:

__________________________________

Tom Mosby, Secretary