Special MEETING Minutes

BOARD OF DIRECTORS

MONTECITO WATER DISTRICT

583 SAN YSIDRO ROAD, MONTECITO, CALIFORNIA

Thursday, november 4, 2010

9:00 A.M.

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

President Morgan called the meeting to order at 9:14 a.m.

Directors Present:

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

Directors Absent:

None

Staff Present:

Tom Mosby, General Manager

Guests Present:

Robert Cohen, Cohen & Burge, LLP, as counsel

2. PUBLIC FORUM

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

3. PROPOSAL LETTER FROM COHEN AND BURGE, LLP DATED

OCTOBER 28, 2010 FOR DISTRICT LEGAL SERVICES AS SPECIAL

CONFLICT COUNSEL.

Following discussion, it was moved by Director Abel, seconded by Director Shaikewitz, and unanimously carried to accept the October 28, 2010 proposal of Cohen & Burge for their retention as Special Conflicts Counsel.

4. Closed Session

A. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Initiation of litigation pursuant to subdivision (c) of Government Code Section 54956.9 (one case)

B. GOVERNMENT CODE SECTION 54956.9(A) CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PATRICK M. NESBITT ET AL. V. MONTECITO WATER DISTRiCT SANTA BARBARA SUPERIOR COURT CASE NO.137-1221.

The meeting was adjourned to closed session at 9:26 a.m.

The meeting was reconvened to open session at 11:44 a.m.

The President reported that with regard to Item A the Board had voted in closed session to:

1. Retain the legal services of Schimmel & Parks as set forth in the second tier of their October 29, 2010 representation letter for the purposes of consultation regarding the possible initiation of an action and /or seeking an alternative resolution with respect to District issues. Authorize the Board President to execute an agreement retaining Schimmel and Parks.

2. Appoint Directors Morgan and Shaikewitz to serve as the Board Ad Hoc Committee assisted by the General Manager and counsel as needed to pursue this matter together with the Carpinteria Valley Water District-appointed Board Committee, General Manager and counsel,

3. If and when an action is formally commenced, identification of parties and non-privileged information will be disclosed upon reasonable inquiry.

4. This action is in conjunction with Carpinteria Valley Water District’s co-equal participation.

The motion was made by Director Shaikewitz, seconded by Director Frye and carried by the following vote:

AYES: Morgan, Wilson, Shaikewitz, Frye

NOES: Abel

The President reported that no action was taken on Item B.

5. BIRNAM WOOD DEEP WELL AGREEMENT

It was moved by Director Frye, seconded by Director Shaikewitz, and unanimously carried to approve the Birnam Wood / MWD Deep Well Agreement as presented.

6. ADJOURNMENT

There being no further business to come before the Board, the meeting was adjourned at 11:53 a.m.

Approved:

_____________________________

W. Douglas Morgan, President

Attest:

__________________________________

Tom Mosby, Secretary