HomeMy WebLinkAbout09-11-2013 Administration Committee Agenda Package Wednesday, September 11, 2013
5:30 P.M.
Orange County Sanitation District Administration Building
Regular Meeting of the Conference Rooms A& B
Administration Committee 10844 Ellis Avenue
Fountain Valley, CA
714 593-7130
AGENDA
PLEDGE OF ALLEGIANCE:
DECLARATION OF QUORUM:
PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the
Clerk of the Board. Speakers are requested to limit comments to three minutes.
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for information
only and require no action by the Committee.
REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES:
. Investment Portfolio Report— PIMCO
CONSENT:
1. Approve Minutes of the July 10, 2013 Administration Committee Meeting.
2. Recommend to the Board of Directors to:
Receive and file report of reimbursements to Board Members and Staff per
Government Code 53065.5 for the period July 1, 2012 through June 30, 2013.
3. Recommend to the Board of Directors to:
A. Approve the Electronic Recording Memorandum of Understanding (MOU)
with the County of Orange, Clerk-Recorder's office; and
B. Authorize the Clerk of the Board, or her designee, to transmit/record any
and all required Orange County Sanitation District real property
documents in an electronic format.
09/11/13 Administration Committee Agenda Page 1 of 3
NON-CONSENT:
4. Recommend to the Board of Directors to:
A. Adopt Resolution No. OCSD 13-XX, authorizing the execution and
delivery by the Orange County Sanitation District of an Installment
Purchase Agreement, a Trust Agreement and a Continuing Disclosure
Agreement in connection with the execution and delivery of Orange
County Sanitation District Revenue Refunding Certificate Anticipation
Notes, Series 2013A, authorizing the execution and delivery of such Notes
evidencing principal in an aggregate amount of not to exceed
$135,000,000, approving a Notice of Intention to Sell, authorizing the
distribution of an Official Notice Inviting Bids and an Official Statement in
connection with the offering and sale of such Notes and authorizing the
execution of necessary documents and related actions; and
B. That the Orange County Sanitation District Financing Corporation approve
the documents supporting and authorizing the Notes in an aggregate
amount not to exceed $135,000,000.
5. Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with enfoTech & Consulting,
Inc., Specification CS-2012-52513D, for Implementation of a Commercial-
off-the-shelf Pretreatment Information Management System, for an
amount not to exceed $780,393; and
B. Approve first year technical support and maintenance for the amount of
$65,266; and
C. Approve a contingency of$84,566 (10%).
INFORMATION ONLY:
None
ADJOURNMENT:
The next Administration Committee meeting is scheduled for Wednesday, October 9,
2013, at 5:30 p.m.
09/11/13 Administration Committee Agenda Page 2 of 3
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability
related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at
(714) 593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability
and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda
has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis
Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public
records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting
to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board.
NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the
Clerk of the Board 14 days before the meeting.
Made E.Ayala
Clerk of the Board
(714)593-7130
mavala(glocsd.com
For any questions on the agenda,Committee members may contact staff at:
714)
General Manager James Herberg (714)593-7110 iherbere((Docsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli6ocsd.com
Director of Finance and Lorenzo Tyner (714)593-7550 Itvner((Docsd.com
Administrative Services
Director of Human Resources Jeff Reed (714)593-7144 ireed((Docsd.com
09/11/13 Administration Committee Agenda Page 3 of 3
Item No. 1
MINUTES OF THE REGULAR MEETING OF
THE ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, July 10, 2013, at 5:37 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was held on July 10, 2013, at 5:37 p.m., in the Sanitation District's
Administration Building.
Following the Pledge of Allegiance, a quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Brad Reese, Chair Jim Herberg, General Manager
John Withers, Vice-Chair Bob Ghirelli, Assistant General Manager
David Benavides Lorenzo Tyner, Director of Finance
Steven Choi & Administrative Services
Tyler Diep Jeff Reed, Director of Human Resources
Jim Ferryman Nick Arhontes, Dir. Of Facilities Support
Peter Kim Services
Prakash Narain Ed Torres, Director of Operations &
Janet Nguyen Maintenance
Joe Shaw Kelly Lore, Administrative Assistant
Teresa Smith Mike White, Controller
Troy Edgar, Board Chair Rich Castillon, IT Systems & Operations
John Anderson, Board Vice Chair Manager
Wesley Bauer
COMMITTEE MEMBERS ABSENT: Jennifer Cabral
Norbert Gaia
None Al Garcia
Dave Halverson
OTHERS PRESENT:
Brad Hogin, General Counsel
Ed Soong, Consultant, PRAG
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Reese did not give a report.
07/10/13 Administration Committee Minutes Page 1 d4
REPORT OF GENERAL MANAGER:
Jim Herberg, General Manager, announced that a Professional Services Agreement
regarding the Construction Outreach for Newport Beach Construction Program was
previously on the Operations Committee agenda, but the item was pulled due to an
award protest. The protest process has now been completed, and the item will be
brought to the July 2013 Board Agenda, for action.
REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES:
Lorenzo Tyner did not give a report.
CONSENT:
1. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the June 12,
2013 Administration Committee Meeting.
2. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of
Directors to:
Adopt Resolution No. OCSD 13-XX, Establishing the Annual Appropriations Limit
for Fiscal Year 2013-14, for the Sanitation District in accordance with the
Provisions of Division 9 of Title 1 of the California Government Code.
3. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of
Directors to:
Approve the Memorandum of Understanding with the County of Orange
regarding the use of ALERT OC, the Countywide Mass Notification System.
Director Nguyen abstained.
NON-CONSENT:
4. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of
Directors to:
A. Approve a Professional Services Agreement for Specification CS-201 1-
499BD-Phase III with Total Resources Management, Inc. (TRM, Inc.),
effective July 25, 2013, for Phase 3 of the Implementation of the IBM-
Maximo Enterprise Asset Management System, for an amount not to
exceed $810,567; and
B. Approve a contingency in the amount of$81,057 (10%).
07/10/13 Administration Committee Minutes Page 2 of 4
Rich Castillion, IT Systems and Operations Manager, and Dave Halverson,
Engineering Manager, each provided an overview of the current and proposed
Asset Management System and responded to questions from the Committee.
5. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of
Directors to:
Authorize the purchase of new atmospheric monitors from Mallory via US
Communities, for a total not to exceed $300,000, in accordance with Resolution
No. OCSD 07-04, Section 3.08: Cooperative Procurement.
Wes Bauer, Safety and Health Supervisor, provided information regarding the
procurement of the atmospheric monitors. The Committee requested that a
demonstration of the monitors be presented at the next Administration
Committee meeting.
6. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of
Directors to:
Authorize the General Manager to issue Revenue Refunding Certificate
Anticipation Notes, Series 2013A, as one-year fixed-rate obligations, in an
amount not to exceed $135.0 million to replace the $131.7 million Revenue
Refunding Certificate Anticipation Notes, Series 2012C maturing on October 30,
2013.
Board Chair Edgar opposed.
Lorenzo Tyner provided an overview of the anaylsis of note funding. Ed Soong,
Public Resource Advisory Group (PRAG), presented a PowerPoint which
identified and examined the three refinancing options available to Orange County
Sanitation District.
Mr. Soong and Mike White, Controller, addressed concerns and questions raised
from the committee regarding; rate case comparisons; three month reaction time;
locking into a fixed rate; clarification of the dollar amounts mentioned in the
agenda report; variable rate exposure advantage; and possible board pre-
approval for immediate refinancing. The consensus of the Committee was that
more information regarding target areas be brought to the next Board meeting.
7. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of
Directors to:
Adopt Resolution No. OCSD 13-XX, Authorizing the Orange County Sanitation
District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's
Investment Policy Statement and Performance Benchmarks for FY 2013-14; and
Repealing Resolution No. OCSD 12-11.
07/10/13 Administration Committee Minutes Page 3 of
Lorenzo Tyner provided a brief overview of this item.
Director Smith left at 6:20 p.m. and was not present for the vote on Item 7.
INFORMATION ONLY:
None
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT:
Committee Chair Reese declared the meeting adjourned at 6:21 p.m.
Submitted by:
Kelly A. Lore
Administrative Assistant
07/10/13 Administration Committee Minutes Page 4 of 4
ADMINISTRATION COMMITTEE Neebng Date TOBA.Of DIr.
09/11,13 09/25/13
AGENDA REPORT Item Number Item Number
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative
Services
SUBJECT: REIMBURSEMENTS TO BOARD MEMBERS AND STAFF
GENERAL MANAGER'S RECOMMENDATION
Receive and file report of reimbursements to Board Members and Staff per Govemment
Code 53065.5 for the period July 1, 2012 through June 30, 2013.
SUMMARY
Government Code Section 53065.5 requires all Special Districts to disclose any
reimbursements paid by the Sanitation District within the immediately preceding fiscal
year of at least one hundred dollars ($100) or more for each individual charge for
services or product received. The individual charge includes, but is not limited to, tuition
reimbursement, certificate or license reimbursement, or meals, lodging, and
transportation, or registration fee reimbursed to any employee or member of the
governing body of the Sanitation District. The disclosure requirement shall be fulfilled
by including the reimbursement information in a document published or printed at least
annually by a date determined by that district and shall be made available for public
inspection.
Attached is the report of these reimbursements for the fiscal year ended June 30, 2013.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ATTACHMENTS
The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.com) with the complete agenda package:
Report of reimbursements per Government Code 53065.5 for the period
July 1, 2012 through June 30, 2013.
JDH:LT:MW/jmf
Page 1 of 1
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Orange County Sanitation District
Government Code 53065-5,Public Disclosure Reports-Reimbursements by OCSD
July 1,2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Adams,Matt Sr.Plant Operator 300.00 CERT REIMBURSEMENT
Alexander, Jennifer L. Sr. Plant Operator 190.00 CERT REIMBURSEMENT
Alter,Marian M. Principal Accountant 107.24 2012 WARN MTG San Diego,CA 10-9-12
Anderson,John S. Board of Directors 655.98 CASA CONFERENCE Indian Wells,CA 1-16 to 1-18-13
Anderson,John S. Board of Directors 1,370.42 CASA CONFERENCE Monterey,CA 8-11 to 8-12-12
Andrade, David Lead Mechanic 170.00 CERT REIMBURSEMENT
Archie, Stephanie L. Admin.Asst. 177.79 EMPLOYEE LUNCH
Arhontes,Nicholas J. Dir of Facilities Support Svcs 580.93 CWEA TRAINING Palm Springs, CA 4-17 to 4-19-13
Arhontes,Nicholas J. Dir of Facilities Support Svcs 213.20 CASSE MEETING San Luis Obispo,CA 2.27 to.2.28.13
Arhontes,Nicholas J. Dir of Facilities Support Svcs 115.00 CERT REIMBURSEMENT
Ariston, Emilio Lead Mechanic 532.48 TUITION REIMBURSEMENT
Ayala,Maria E. Clerk of the Board 419.88 TRAINING FOR CLERKS Riverside, CA 9-11 to 9-14-12
Baker,Charles Eddie Sr. Plant Operator 250.00 CERT REIMBURSEMENT
Baker,Charles Eddie Sr. Plant Operator 190.00 CERT REIMBURSEMENT
Basrai,Shabbir S. Sr. Engineer 534.48 WEF MTG Boston,MA 6-8 to 6-11-13
Basrai,Shabbir S. Senior Engineer 794.00 TUITION REIMBURSEMENT
Bauer 11,Wesley G. Safety B Health Supry 293.10 PUBLIC SPK SEMINAR Los Angeles, CA 5-14 to 5-15-13
Bauer II,Wesley G. Safety Bt Health Supry 325.85 CAL-VPP SYMPOSIUM San Francisco, CA 2-19 to 2-20-13
Bauer II,Wesley G. Safety it Health Supry 120.00 CERT REIMBURSEMENT
Bauer 11,Wesley G. Safety B:Health Supry 150.00 CERT REIMBURSEMENT
Bewley, Benjamin W. Electrical Tech 1 175.00 CERT REIMBURSEMENT
Bewley, Benjamin W. Electrical Tech 1 7,078.02 TUITION REIMBURSEMENT
Bingman, Brian Sr. Engineer 200.00 CERT REIMBURSEMENT
Bingman, Brian Sr. Engineer 115.00 CERT REIMBURSEMENT
Blakeley, Gregory R. Buyer 156.30 CAPPO SEMINAR San Diego,CA 4.18.13
Boess,Michael J. Sr. Plant Operator 190.00 CERT REIMBURSEMENT
Bolster, Michael Lead Mechanic 170.00 CERT REIMBURSEMENT
Boyd,Mark S. Plant Operator 130.00 CERT REIMBURSEMENT
Bradley Jr., Jon 0. Lead Plant Operator 6,350.00 TUITION REIMBURSEMENT
Brooks, Rebecca A. Engineer 170.00 CERT REIMBURSEMENT
1 of 12 PrWareL By: Liu P.oq
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Orange County Sanitation District
Government Code 53065-5, Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Brown, Ian M. Maintenance Worker 132.00 CERT REIMBURSEMENT
Brown,Marc A. Principal Staff Analyst 689.54 NAGDCA MEETING San Diego, CA 10-1 to 10-3-12
Buonacorsi,Curtis Sr. Plant Operator 582.13 TRI STATE SEMINAR Primm, NV 9.24 to 9-27-12
Buonacorsi,Curtis Sr. Plant Operator 700.00 GRADE V CERT TRAINING VacaviUe, CA 3-11 to 3-13-13
Burror, James L. Engineering Supry 185.00 CERT REIMBURSEMENT
Burror, James L. Engineering Supry 320.00 MEMBERSHIP RENEWAL
Burror, James L. Engineering Supry 280.00 MEMBERSHIP RENEWAL
Caren, Darrin L. Environmental Technician 140.00 MEMBERSHIP RENEWAL
Carrillo, Dindo A. Sr. Environmental Spclst 527.94 CWEA CONFERENCE Palm Springs,CA 4-17 to 4-19-13
Carrillo, Dindo A. Sr. Environmental Spclst 140.00 MEMBERSHIP RENEWAL
Carrillo, Dindo A. Sr. Environmental Spclst 540.00 MEMBERSHIP RENEWAL
Cassidy,William D. Engineering Supry 330.24 CWEA CONFERENCE Palm Springs,CA 4-17 to 4-19-13
Castillon, Richard A. IT Syst R Operations Mgr 355.81 WATER CIO FORUM Colorado Springs,CO 4-29 to 5-2-13
Casti0on, Richard A. IT Syst 8 Operations Mgr 597.75 MS PUB CIO MTG Portland,OR 3-25 to 3-28-13
Castillon, Richard A. IT Syst R Operations Mgr 257.62 MISAC San Diego, CA 10-14 to 10-16-12
Cerve0one, Chris A. Engineering Sup" 270.95 CWEA CONFERENCE Palm Springs,CA 4-18 to 4-19-13
Chang,Jie K. Instrumentation Tech II 180.00 CERT REIMBURSEMENT
Chavez, Frank Operations Supry 190.00 CERT REIMBURSEMENT
Chong,Tatiana Staff Analyst 6,975.07 TUITION REIMBURSEMENT
Christensen, Kimberly C. Sr.Scientist 1,478.15 PITI-CON Philadelphia, PA 3-16 to 3-21-13
Cleveland, Donald R. Lead Mechanic 305.80 TUITION REIMBURSEMENT
Coghill,Adam D. Engineer 172.50 CERT REIMBURSEMENT
Collins, Rodney L. Sr.Safety B Health Rep 388.88 IX VPPPA CONFERENCE Tucson,AZ 4-2 to 4-4-13
Collins, Rodney L. Sr.Safety B Health Rep 270.00 CERT REIMBURSEMENT
Collins, Rodney L. Sr.Safety B Health Rep 175.00 CERT REIMBURSEMENT
Collins, Rodney L. Sr.Safety B Health Rep 175.00 CERT REIMBURSEMENT
Colston,James E. Environ Compl-Reg Affairs Mgr 900.83 BIOSOLIDS CONFERENCE Nashville,TN 5-4 to 5-8-13
Colston,James E. Environ Compb Reg Affairs Mgr 799.22 NACWA CONFERENCE Seattle,WA 11-13 to 11-16-12
Conklin,Gary P. Senior Engineer 429.00 TUITION REIMBURSEMENT
Connor,Matthew J. Plant Operator 130.00 CERT REIMBURSEMENT
2 of 12 Prevared By: Liu Rogan
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Connor,Matthew J. Plant Operator 195.00 CERT REIMBURSEMENT
Connor,Matthew J. Plant Operator 300.00 CERT REIMBURSEMENT
Connor,Matthew J. Plant Operator 113.55 TUITION REIMBURSEMENT
Coronet, Robbie A. Sr. Plant Operator 170.00 CERT REIMBURSEMENT
Coronet, Robbie A. Sr. Plant Operator 5,250.00 TUITION REIMBURSEMENT
Corral,Cesar Sr.Mechanic 341.50 TRI STATE SEMINAR Pnmm, NV 9-24 to 9-27-12
Corral,Cesar Sr.Mechanic 190.00 CERT REIMBURSEMENT
Coss, Ronald J. Environ Lab&OM Mgr 1,303.82 WEF CONFERENCE Glendale,AZ 3-9 to 3-13-13
Coss, Ronald J. Environ Lab&OM Mgr 205.00 CERT REIMBURSEMENT
Coss, Ronald J. Environ Lab&OM Mgr 185.00 CERT REIMBURSEMENT
Coss, Ronald J. Environ Lab It OM Mgr 120.00 CERT REIMBURSEMENT
Coss, Ronald J. Environ Lab It OM Mgr 238.76 EMPLOYEE LUNCH
Coss, Ronald J. Environ Lab It OM Mgr 192.19 EMPLOYEE LUNCH
Coss, Ronald J. Environ Lab&OM Mgr 404.00 MEMBERSHIP RENEWAL
Coss, Ronald J. Enviran lab&OM Mgr 238.00 MEMBERSHIP RENEWAL
Coss, Ronald J. EnAron Lab&OM Mgr 6,223.73 TUITION REIMBURSEMENT
Covarrubias, Daisy G. Sr. Staff Analyst 661.85 WRITING CEQA DOCS Sacramento,CA 4-23 to 4-27-13
Crafton,Ann Principal Financial Analyst 100.00 CERT REIMBURSEMENT
Crandall, Larry R. Board of Directors 1,066.30 CASA CONFERENCE Monterey,CA 8.8 to 8.11.12
Crandall, Larry R. Board of Directors 303.85 CASA CONFERENCE Monterey,CA 8.8 to 8.11.12
Crandall, Larry R. Board of Directors 906.20 WEFTEC New Orleans,LA 9-29 to 10-3-12
Cuellar, Raul Engineer 468.20 NO DIG CONFERENCE Sacramento,CA 3-4 to 3-6-13
Dake,Yvonne Asst. Engineer 232.04 NASST CONFERENCE Sacramento,CA 3-4 to 3-6-13
DalgoR,Jacob Asst. Engineer 362.93 CWEA CONFERENCE Palm Springs,CA 4-16 to 4-19-13
Dalgoff,Jacob Asst. Engineer 825.00 CERT REIMBURSEMENT
DeAnda,Bernardo Maintenance Supry 185.00 CERT REIMBURSEMENT
DeVries, Patrick Thys Human Resources Analyst 250.00 CERT REIMBURSEMENT
DeVries, Patrick Thys Human Resources Analyst 3,555.10 TUITION REIMBURSEMENT
Diaz,Arturo Principal laboratory Analyst 132.00 CERT REIMBURSEMENT
Dillon,Carta D. Engineering Sup" 694.36 IWA CONFERENCE San Francisco,CA 3-4.13
3 of 12 Prepared By: Um Rogers
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Dorman,Michael T. Engineering Supiv 187.50 CERT REIMBURSEMENT
Dorman,Michael T. Engineering Sup" 115.57 EMPLOYEE LUNCH
Dubois,Marcus Contract B Purchasing Mgr 680.76 CAPPO CONFERENCE Napa,CA 1-15 to 1-18-13
Dumlao,Allan P. Plant Operator 230.00 CERT REIMBURSEMENT
Dysart, Doug M. Plant Operator 230.00 CERT REIMBURSEMENT
Edgar,Troy D. Board of Directors 588.89 CASA CONFERENCE Indian Wells,CA 1-16 to 1-18-13
Escobar, Santiago A. Associate Engineer 1,222.86 CSI PREDICTION TRAINING Knoxville,TN 3-17 to 2-22-13
Escobar, Santiago A. Associate Engineer 100.00 MEMBERSHIP RENEWAL
Esquer,Mark A. Engineering Mgr 553.52 WEF SEMINAR Sacramento,CA 6-9 to 6-12-13
Esquer,Mark A. Engineering Mgr 115.00 CERT REIMBURSEMENT
Evans,Theresa Executive Assistant 6,890.00 TUITION REIMBURSEMENT
Falkenstein,John B. Engineer 1,238.36 WORLD OF CONCRETE CONF. Las Vegas, NV 2-4 to 2-8-13
Farmer,Michele Pr Environmental Specialist 2,040.00 TUITION REIMBURSEMENT
Ferraro,Benjamin J. Laboratory Assistant 4,945.50 TUITION REIMBURSEMENT
Fisher, Dean M. Engineering Mgr 150.00 CERT REIMBURSEMENT
Fisher, Dean M. Engineering Mgr 200.00 CERT REIMBURSEMENT
Fisher, Dean M. Engineering Mgr 115.00 CERT REIMBURSEMENT
Fladrich,John C. Plant Operator 170.00 CERT REIMBURSEMENT
Flares,Jahn M. Sr. Construction Inspector 140.00 MEMBERSHIP RENEWAL
Flores,John M. Sr. Construction Inspector 613.40 TUITION REIMBURSEMENT
Forman, Chuck M. Facilities Mgr 146.59 FLEET MGMT SEMINAR Los Angeles,CA 1-23 to 1-25-13
Forman,Chuck M. Facilities Mgr 262.84 FASTER USER CONFERENCE Norfolk,VA 10-21 to 10-24-12
Forman,Chuck M. Facilities Mgr 1,647.17 FLEET EXPO San Antonio,TX 6-9 to 6-13-13
Francis,Victoria L. Sr. Engineer 115.00 CERT REIMBURSEMENT
Gabriel, Lawrence C Plant Operator 170.00 CERT REIMBURSEMENT
Gadzinskl,Joscelynn M. Plant Operator 250.00 CERT REIMBURSEMENT
Gadzinski,Joscelynn M. Plant Operator 5,886.02 TUITION REIMBURSEMENT
Gamber, Robert M. Sr. Environ. Specialist 212.52 SETAC NORTH AMERI Long Beach,CA 11-12 to 11-15-12
Garchow,Matthew N. Sr. Info Tech Analyst 818.28 LABWARE ELN TRAINING Wilmington, DE 9-25 to 9-28.12
Garcia,Alfredo Office Asst 173.88 HALLOWEEN EVENT
4 of 12 Prepared By: Lt.Rogers
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30,2013
Employee Name Title Amount Description Site Location Duration
Gerber, Harold T. Engineer 364.60 TRI STATE SEMINAR Primm, NV 9-25 to 9-27.12
GhireUi, Robert P. Assistant General Manager 1,322.51 CASA CONFERENCE Monterey,CA 8-8 to 8-11-12
GhireUi, Robert P. Assistant General Manager 185.00 CERT REIMBURSEMENT
Ginest, Lance Maintenance Supry 577.66 MAINT REL MGRS Houston,TX 8-20 to 8-23-12
Ginest,Lance Maintenance Supry 647.86 MINT REL MGRS Houston,TX 11-12 to 11-15-12
Ginest, lance Maintenance Supry 710.38 MINT RELIAB MGRS Houston,TX 10-1 to 10-4-12
Ginest, Lance Maintenance Supry 581.53 MNTNCE B RELIABILITY TRNG Houston,TX 7-16 to 7-19-12
Gold,Michael I. Public Affairs Mgr 460.88 CASA CONFERENCE Indian Wells,CA 1-16 to 1-18-13
Gold,Michael I. Public Affairs Mgr 223.04 CASA CONFERENCE Monterey,CA 8-8 to 8-11-12
Gold,Michael I. Public Affairs Mgr 768.89 3CMA TRAINING Portland,OR 9.4 to 9.7-12
Gold,Michael I. Public Affairs Mgr 689.55 CSDA LEGISLATIVE DAYS Sacramento,CA 5.13 to 5.15.13
Gold,Michael I. Public Affairs Mgr 1,265.00 CASA CONFERENCE Washington DC 2-24 to 2-27-13
Gold,Michael I. Public Affairs Mgr 310.11 OPEN HOUSE BOOTHS
Gomez, Ruben Sr. Construction Insp 1,594.16 OSHA TRAINING San Diego,CA 6-24 to 6-28-12
Gomez, Ruben Sr. Construction Imp 735.63 OSHA TRAINING San Diego,CA 3-31 to 4-4-13
Goodloe,Verna L. Records Management Spec. 214.51 CERT. REC MGMT PREP COURSE Pat.Springs,CA 1-11 to 1-12-13
Gray, Janet L. HR Analyst 231.54 WRIPAC TRNG Sacramento,CA 2-5 to 2-6-13
Green,Scott A. Plant Operator 195.00 CERT REIMBURSEMENT
Green,Scott A. Plant Operator 170.00 CERT REIMBURSEMENT
Green,Scott A. Plant Operator 113.55 KEN KERRI WASTEWATER BOOK
Green,Scott A. Plant Operator 113.55 TUITION REIMBURSEMENT
Hall, Brent M. Mechanic 155.00 CERT REIMBURSEMENT
Hall, Brent M. Mechanic 132.00 MEMBERSHIP RENEWAL
Hall, Brent M. Mechanic 178.00 TUITION REIMBURSEMENT
Halverson, David D. Engineering Mgr 115.00 CERT REIMBURSEMENT
Halverson, David D. Engineering Mgr 149.55 EMPLOYEE LUNCH
Halverson, David P. Sr. Engineer 116.00 CERT REIMBURSEMENT
Haney, Lisa Sr Environ Specialist 530.42 CASQA CONFERENCE San Diego,CA 11-5 to 11-7-12
Haworth,Michael T. Lead Plant Operator 340.00 CERT REIMBURSEMENT
Hawthorne, Donald A. Reliability Maint Tech 1,030.46 AMS COURSE Knoxville,TN 5-19 to 5-24.13
5 of 12 Prepared By: Lisa Regers
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Hawthorne, Donald A. Reliability Maint Tech 609.84 THERMOGRAPHIC APP COURSE San Diego,CA 2-4 to 2.8.13
Haynes,Tod E. Engineering Mgr 200.00 CERT REIMBURSEMENT
Heinz, David R. Operations Mgr 116.53 CASA MEETING Sacramento,CA 8-28-12
Heinz, David R. Operations Mgr 340.00 CERT REIMBURSEMENT
Hellebrand, Ingrid G. Sr. Public Affairs Spec. 378.40 GRANT WRITING Santa Barbara,CA 4-22 to 4-24-13
Hellebrand, Ingrid G. Sr. Public Affairs Spec. 100.60 MICROPHONE TOUR BUS
Herberg,James D. General Manager 654.55 CASA CONFERENCE Indian Wells,CA 1-16 to 1-18-13
Herberg,James D. General Manager 465.24 CSDA GENERAL MGR SUMMIT Napa,CA 7-15 to 7-17-12
Herberg,James D. General Manager 185.00 CERT REIMBURSEMENT
Herberg,James D. General Manager 220.00 MEMBERSHIP RENEWAL
Hernandez,Kenneth L. Risk Mgr 1,113.87 PARMA CONFERENCE Rancho Mirage,CA 2.2 to 2.6-13
Herrera,Mike J. Principal Info Tech Analyst 490.00 TUITION REIMBURSEMENT
Herrera,Yolanda Data Mgmt Tech 1 3,750.00 TUITION REIMBURSEMENT
Herrigstad,Carl A. Lead Instrumentation Tech 305.83 EMPLOYEE LUNCH
Herrigstad,Carl A. Lead Instrumentation Tech 630.38 SAFETY LUNCH
Hetherington,Michelle R. Sr. Engineer 1,474.64 WEFTEC New Orleans,LA 9-28 to 10-3-12
Hopkins,Tim H. Sr.Mechanic 184.51 EMPLOYEE LUNCH
Hsiao, Lina Accounting Supry 107.30 MILEAGE-SUPERVISOR TRNG Oceanside,CA 3-7 and 4-24-13
Hsiao, Lina Accounting Supry 1,540.54 GFOA CONFERENCE San Francisco,CA 5-31 to 6-5-13
Hsiao, Line Accounting Supry 120.00 CERT REIMBURSEMENT
Huts,Michael R Plant Operator 170.00 CERT REIMBURSEMENT
Jimenez,Margil Assistant Engineer 134.64 EMPLOYEE LUNCH
Jones,Larry J. Data Mgmt Tech 11 317.17 TUITION REIMBURSEMENT
Kanetis, Nicolas Director of Engineering 140.92 SAFETY BOOTS
Kanis, Douglas Sr. Engineer 140.00 CERT REIMBURSEMENT
Kanis, Douglas Sr. Engineer 2,877.80 TUITION REIMBURSEMENT
Kavoklis,John Chief Plant Operator 340.00 CERT REIMBURSEMENT
Kenerson, Roger A. Sr. Plant Operator 170.00 CERT REIMBURSEMENT
Key,Jeffrey L. Maintenance Specialist 661.11 MAXIMO TRAINING Portland,OR 4-29 to 5-2.13
Khubtall, Hardat S. CIP Project Mgr 200.00 CERT REIMBURSEMENT
6 of 12 Prepared By: Lisa Rages
Return to Aaerda Report
Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Khubtall, Harder S. CIP Project Mgr 164.00 MEMBERSHIP RENEWAL
Killion,Matthew J. Information Tech Analyst II 394.81 TUITION REIMBURSEMENT
Kim,An H. Engineer 115.00 CERT REIMBURSEMENT
Kim,Jin H. Engineer 150.00 CERT REIMBURSEMENT
Kim,Jin H. Engineer 115.00 CERT REIMBURSEMENT
Kim,Jin H. Engineer 185.00 MEMBERSHIP RENEWAL
Kleinbergs,Mila S. Engineer 115.00 CERT REIMBURSEMENT
Klembergs,Mila S. Engineer 364.60 TRI STATE SEMINAR Primm,NV 9-25 to 9-27-12
Koester, Pamela A. CIP Project Mgr 129.00 MEMBERSHIP RENEWAL
Koester, Pamela A. CIP Project Mgr 228.00 MEMBERSHIP RENEWAL
Kogan,Vladimir A. Sr. Scientist 794.15 AWMA CONFERENCE Chicago, IL 6.25 to 6.28.13
Kogan,Vladimir A. Sr. Scientist 193.00 TUITION REIMBURSEMENT
Kogan,Vladimir A. Sr. Scientist 195.00 MEMBERSHIP RENEWAL
Kovaq Liba Staff Analyst 169.00 NOTARY TRAI NING Anaheim, CA 3-21-12
Kovaq Lilia Staff Analyst 287.50 NOTARY SUPPLIES
Krie,Terry W. Sr. Construction Insp Supv 958.20 MACE MEETING Orlando, FL 3-16 to 3-21-13
Kne,Terry W. Sr. Construction Insp Supv 140.00 MEMBERSHIP RENEWAL
Kyi,May T. Assistant Engineer 852.53 IWA/GRATRAINING San Francisco,CA
Kyi,May T. Assistant Engineer 115.00 CERT REIMBURSMENT
Lapus, Ludwig Contracts Administrator 925.00 TUITION REIMBURSEMENT
Lee,Tony S. Chief Plant Operator 122.33 EMPLOYEE LUNCH
Lester, Edwin M. Sr. Plant Operator 170.00 CERT REIMBURSEMENT
Liang,Jian Senior Info Tech Analyst 4,125.27 TUITION REIMBURSEMENT
Lin,John H. Sr. Engineer 115.00 CERT REIMBURSEMENT
Lindel, Deborah L. Scientist 100.00 BOOKS
Lopez, John M. Plant Operator 300.00 CERT REIMBURSEMENT
Losurdo, Linda Admin.Asst. 847.88 CWEA CONFERENCE Palm Springs,CA 4-16 to 4-20-13
Losurdo, Linda Admin.Asst. 101.16 MANAGER MEETING LUNCHES
Losurdo, Linda Admin.Asst. 100.77 SUPPLIES
Malpede,Jaime M. Pr Environmental Spec. 169.78 EMPLOYEE LUNCH
7 of 12 Prepared By: Lisa Rogers
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Malpede,Jaime M. Pr Environmental Spec. 144.26 EMPLOYEE LUNCH
Mansell II,Selwyn D. Sr. Plant Operator 300.00 CERT REIMBURSEMENT
Mansell,Selwyn D. Operations Supry 190.00 CERT REIMBURSEMENT
Manzella,Joseph Senior Laboratory Analyst 2,553.58 TUITION REIMBURSEMENT
Maravilla,Laura Sr Human Resources Analyst 209.04 WRIPAC TRNG Sacramento,CA 2-5 to 2-6-13
Markus,Stephen M. Plant Operator 300.00 CERT REIMBURSEMENT
Markus,Stephen M. Plant Operator 300.00 CERT REIMBURSEMENT
Masterson,Michael D. Source Control Inspector II 140.00 MEMBERSHIP RENEWAL
May, Shawn R. Information Technology Tech 1 1,061.00 TUITION REIMBURSEMENT
May,Todd A. Maintenance Spec. 718.76 MAXIMO TRAINING Portland, OR 4-29 to 5.2.13
McGrath, Peter Operations Supry 340.00 CERT REIMBURSEMENT
McMullin, Ryan Sr. Laboratory Analyst 1,500.15 PITTCON Philadelphia, PA 3-16 to 3-21-13
McMullin, Ryan Sr. Laboratory Analyst 5,097.94 TUITION REIMBURSEMENT
Melby,Mark Sr. Plant Operator 404.43 TRI STATE SEMINAR Primm,NV 9-24 to 9-26-12
Melby,Mark Sr. Plant Operator 340.00 CERT REIMBURSEMENT
Mendez,Thomas J. Sr. Plant Operator 300.00 CERT REIMBURSEMENT
Menocal,Jorge Sr.Mechanic 328.24 TRI STATE SEMINAR Primm,NV 9-24 to 9-27-12
Menocal,Jorge Sr.Mechanic 110.00 CERT REIMBURSEMENT
Menocal,Jorge Sr.Mechanic 105.00 CERT REIMBURSEMENT
Meregillano,Tom B. Regulatory Spec. 314.00 ORGANIC RESIDUAL CONFERENCE Sacramento,CA 9.11.12
Meregillano,Tom B. Regulatory Spec. 105.00 TRI-TAC MEETING Sacramento,CA 11-8-12
Michaels, Robert Information Tech Supry 289.72 ESRI CONFERENCE San Diego,CA 7-23 to 7-24-12
MiUea, Kathleen T. CIP Project Mgmt Supry 125.00 CERT REIMBURSEMENT
Miranda,Faviola Sr. Public Affairs Spec. 660.81 CAPPIO TRAINING Napa,CA 4-17 to 4-20-13
Miranda,Faviola Sr. Public Affairs Spec. 172.41 CWEA TRAINING Palm Springs,CA 4-16 to 4-17-13
Miranda, Faviola Sr. Public Affairs Spec. 1,056.06 CAMERA FOR PUBLIC EVENT
Miranda, Faviola Sr. Public Affairs Spec. 325.86 HALLOWEEN EVENT
Miranda, Faviola Sr. Public Affairs Spec. 180.88 HOLIDAY LUNCH
Miranda, Faviola Sr. Public Affairs Spec. 100.00 REIMB FOR HERBERG PHOTO
Miranda,Faviola Sr.Public Affairs Spec. 145.75 REIMB FOR OUTREACH
8 of 12 Prepared By: Um Rogers
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Orange County Sanitation District
Government Code 53065.5, Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Morey,Michael N. Sr. Plant Operator 300.00 CERT REIMBURSEMENT
Morgan, Lynn R. Admin.Asst. 136.06 EMPLOYEE LUNCH
Morgan,Sonja W. Sr. Staff Analyst 224.00 3CMA TRAINING Portland,OR 9-4 to 9-7-12
Morgan,Sonja W. Sr. Staff Analyst 502.89 3CMA TRAINING Portland,OR 9-4 to 9-6-12
Murthy, Umesh N. CIP Project Mgr 150.00 CERT REIMBURSEMENT
Murthy, Umesh N. CIP Project Mgr 116.00 CERT REIMBURSEMENT
Murthy, Umesh N. CIP Project Mgr 150.00 CERT REIMBURSEMENT
Myers, Dawn K. Sr. Laboratory Analyst 150.00 CERT REIMBURSEMENT
Newsom,Adam P. Reliability Maint Tech 910.79 AMS COURSE Knoxville,TN 5-19 to 5-24-13
Nguyen, Huan-Huang Engineer 629.54 NAGDCA MEETING San Diego,CA 10-1 to 10-3.12
Nguyen, Huan-Hoang Engineer 116.00 CERT REIMBURSEMENT
Nguyen, Huan-Hoang Engineer 103.75 EMPLOYEE LUNCH
Nguyen,Washington Q. Engineer 115.00 CERT REIMBURSEMENT
Niswonger,James D. Construction Insp Supry 1,300.25 NATIONAL FIRE CONV Chicago, IL 6-9 to 6-13-13
Panda, Kishora K. Engineer 300.00 CWEA CONFERENCE Pat.Springs,CA 4-18-13
Pantoja, Enrique Sr. Plant Operator 300.00 CERT REIMBURSEMENT
Paramo, Giovanni Automotive/Heavy Equip Asst 228.21 CERT REIMBURSEMENT
Park Jr.,Joseph W. Maintenance Supry 1,172.03 SMRP TRAINING Orlando, FL 10-14 to 10-19-12
Patel,Madankumar B. Sr. Engineer 116.00 CERT REIMBURSEMENT
Patel, Sejal Engineer 116.00 CERT REIMBURSEMENT
Pham,Duc M. Information Tech Analyst III 1,035.92 COMMVAULT TRAINING San Diego,CA 6.24 to 6.28.13
Philips, David N. Sr. Engineer 353.50 CERT REIMBURSEMENT
Phuong, Ddaze Lead Plant Operator 1,051.25 CWEA CONFERENCE Palm Springs,CA 4-16 to 4-20-13
Phuong, Ddaze Lead Plant Operator 151.74 CERT REIMBURSEMENT
Phuong, Ddaze Lead Plant Operator 136.54 CERT REIMBURSEMENT
Phuong, Ddaze Lead Plant Operator 121.96 CERT REIMBURSEMENT
Puccio,Michael Engineering Supry 431.76 PRACTICAL CONSTR. LAW TRAIN. Las Vegas, NV 10-16 to 10-18-12
Puccio,Michael Engineering Supry 125.00 CERT REIMBURSEMENT
Puccio,Michael Engineering Supry 100.00 EMPLOYEE LUNCH
Ralph,Alan D. Maintenance Supry 3,200.00 TUITION REIMBURSEMENT
9 of 12 Prepared By: Um Rogers
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Ralston,John R. Accounting Supry 300.00 CERT REIMBURSEMENT
Rampley,Alexander J. Data Mgmt Tech II 2,815.21 TUITION REIMBURSEMENT
Reber,Mathew D. Sr. Plant Operator 170.00 CERT REIMBURSEMENT
Rebel,Mathew D. Sr. Plant Operator 195.00 CERT REIMBURSEMENT
Reynolds,Roy J. Maintenance Supry 555.59 MAINT REL MGRS Houston,TX 8-20 to 8-23-12
Reynolds,Roy J. Maintenance Supry 665.79 MAINT REL MGRS Houston,TX 11-12 to 11-15-12
Reynolds,Roy J. Maintenance Supry 573.59 MAINT RELIAB MGRS Houston,TX 10-1 to 10-4-12
Reynolds,Roy J. Maintenance Supry 555.59 MNTNCE B RELIABILITY TRNG Houston,TX 7-16 to 7-19-12
Reynolds,Ray J. Maintenance Supry 6,350.00 TUITION REIMBURSEMENT
Rivera,George Security/Emerg Ping Spec. 1,182.10 AWWATRAINING St. Louis,MO 9.8 to 9.13.12
Roberts,Mark S. Operations Supry 190.00 CERT REIMBURSEMENT
Robertson,George L. Sr. Scientist 308.00 REIMB FOR TRAINING San Diego,CA 5-28-13
Robertson,George L. Sr. Scientist 212.26 REIMB FOR TWO USGS
Roche,Johnny J. Sr. Plant Operator 190.00 CERT REIMBURSEMENT
Roche,Johnny J. Sr. Plant Operator 571.70 TUITION REIMBURSEMENT
Rocha,Milton Sr. Plant Operator 170.00 CERT REIMBURSEMENT
Rodriguez,David Engineer 200.00 CERT REIMBURSEMENT
Rodriguez,David Engineer 115.00 CERT REIMBURSEMENT
Ross, Kelly L. Senior Laboratory Analyst 729.00 TUITION REIMBURSEMENT
Rothbart, Lisa A. Environmental Supry 710.73 CASA CONFERENCE Indian Wells,CA 1.16 to 1.17.13
Rothbart, Lisa A. Environmental Supry 1,352.88 CASACONFERENCE Monterey,CA 8-8 to 8-11-12
Rothbart, Lisa A. Environmental Supry 579.70 BIOSOLIDS MEETING San Francisco,CA 10-10 010-12-12
Rothbart, Lisa A. Environmental Supry 1,760.00 TUITION REIMBURSEMENT
Ruckman,Ernest S. Sr Environmental Specialist 5,121.75 TUITION REIMBURSEMENT
Rubson, Doug Sr. Info Tech Analyst 691.00 ESRI CONFERENCE San Diego,CA 7-23 to 7-25-12
RuLison, Doug Sr. Info Tech Analyst 500.00 TUITION REIMBURSEMENT
Ruth,James D. General Mgr 453.46 CASA CONFERENCE Indian Wells,CA 1-16 to 1-17-13
Ruth,James D. General Mgr 1,356.54 CASA CONFERENCE Monterey,CA 8-8 to 8-01-12
Sabri,Julian F. Engineering Supry 1,549.52 CWEA TRAINING Napa,CA 2-24.13
Sabri,Julian F. Engineering Supry 1,390.21 NACWA CONFERENCE Portland,OR 5-14 to 5.17.13
10 Of 12 Prepared By: Um Rogers
Return to Aaenda Report
Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30, 2013
Employee Name Title Amount Description Site Location Duration
Sakamoto, Ken A. Sr Environmental Spec. 102.00 SETAC NORTH AMERI Long Beach, CA 11-12 to 11-15-12
Sakamoto, Ken A. Sr Environmental Spec. 399.92 CREW MEALS FOR THE NERISSA
Savedra, Ernest R. Sr.Mechanic 155.00 CERT REIMBURSEMENT
Schlefelbeln,Cheryl Admin.Asst. 406.74 HOLIDAY LUNCH
Schiefelbein,Cheryl Admin.Asst. 125.93 HOLIDAY LUNCH-CAKES
Schuler, Kevin A. Mechanic 170.00 CERT REIMBURSEMENT
Schuler, Kevin A. Mechanic 3,700.00 TUITION REIMBURSEMENT
Scott, Gregg A. Plant Operator 674.77 TRI STATE SEMINAR Primm,NV 9-24 to 9-28-12
Scott, Gregg A. Plant Operator 190.00 CERT REIMBURSEMENT
Sevenandt,Wendy T. CIP Project Mgr 164.00 MEMBERSHIP RENEWAL
Shaaban,Alexander Senior Laboratory Analyst 729.00 TUITION REIMBURSEMENT
Shao,Y J. Sr. Engineer 190.00 CERT REIMBURSEMENT
Shelp,Curt V. Lead Plant Operator 190.00 CERT REIMBURSEMENT
Shephard,Adam Safety&Health Rep 118.00 CAL-OSHA TRAINING Los Angeles,CA 11-5 to 11-8-12
Shephard,Adam Safety&Health Rep 180.00 CERT REIMBURSEMENT
Shubik,Jeffrey Y. Sr. Engineer 116.00 CERT REIMBURSEMENT
Smith, Duane T. Sr. Plant Operator 890.61 CWEA CONFERENCE Palm Springs,CA 4-16 to 4-19-13
Sohanaki,Roya Engineering Supw 115.00 CERT REIMBURSEMENT
Spears,James Operations Mgr 190.00 CERT REIMBURSEMENT
Spencer, Richard L. Human Resources Sup, 5,902.61 TUITION REIMBURSEMENT
Stacklin, Christopher A. Engineer 1,330.50 WEFTEC Chicago, IL 1-28 to 2-2-13
Stacklin,Christopher A. Engineer 1,214.26 WEFTEC New Orleans,LA 9-28 to 10-3-12
Stahl, Keith C. Plant Operator 230.00 CERT REIMBURSEMENT
Steiger, Frank R. Engineer 115.00 CERT REIMBURSEMENT
Steiger, Frank R. Engineer 414.11 TUITION REIMBURSEMENT
Stokes, Don F. Instrumentation Tech II 360.00 CERT REIMBURSEMENT
Stokes, Don F. Instrumentation Tech II 8,250.00 TUITION REIMBURSEMENT
Sullivan,Moira E. Engineering Assistant 1 140.06 VOICE RECORDER
Sullivan, Patrick A. Senior Plant Operator 4,453.15 TUITION REIMBURSEMENT
Swindler,John W. IT Mgr 1,327.32 HDI CONFERENCE Las Vegas, NV 4.15 to 4.19.13
11 of 12 Prepared By: Um Rogers
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Orange County Sanitation District
Government Code 53065.5,Public Disclosure Reports-Reimbursements by OCSD
July 1, 2012 through June 30,2013
Employee Name Title Amount Description Site Location Duration
Swindler,John W. IT Mgr 302.70 CORNERSTONE CONFERENCE San Diego,CA 6-4 to 6.5.13
Tafolla,Brian J. Reliability Maint Tech 1,152.86 OIL ANALYIS COURSE Knoxville,TN 2-3 to 2-8-13
Tafolla,Brian J. Reliability Maint Tech 100.00 MEMBERSHIP RENEWAL
Terriquez,Laura A. Sr Environmental Spec. 370.57 REIMB FOR NERISSA MEALS
Tetsch,Gina A. Occupational Health Nurse 1,114.76 AAOHN CONFERENCE Las Vegas, NV 4-14 to 4-18-13
Tetsch,Gina A. Occupational Health Nurse 697.42 OSHA 2225 RESP PROTECTION San Diego,CA 2-10 to 2-14-13
Tetsch,Gina A. Occupational Health Nurse 124.70 EMPLOYEE LUNCH
Thiede, Robert J. Pr Project Controls Analyst 146.50 MS SOL SERVER TRAINING Irvine,CA 4-22 to 4-26-13
Thiede, Robert J. Pr Project Controls Analyst 164.00 MEMBERSHIP RENEWAL
Thomas,Christina M. Sr Environmental Spec. 148.00 CWEA CONFERENCE Palm Springs,CA 4.18 W 4.19.13
Thompson,Mary Sue Sr Environmental Spec. 1,094.46 CWEA CONFERENCE Napa,CA 2.24 to 2.28.13
Thompson,Mary Sue Sr Environmental Spec. 121.82 OPEN HOUSE BOOTHS
Thompson,Robert C. Engineering Mgr 1,221.22 PITTCON Philadelphia, PA 3-17 to 3-20-13
Thompson, Robert C. Engineering Mgr 268.43 WATEREUSE CONFERENCE Phoenix,AZ 5-5 to 5-6-13
Thompson, Robert C. Engineering Mgr 115.00 CERT REIMBURSEMENT
Thompson, Robert C. Engineering Mgr 5,250.00 TUITION REIMBURSEMENT
Trite,James G. Maintenance Supry 145.76 FASTER USER CONFERENCE Norfolk,VA 10-21 to 10-24-12
Trite,James G. Maintenance Supry 1,417.61 FLEET EXPO San Antonio,TX 6-9 to 6-13-13
Tintle,James G. Maintenance Supry 330.59 FLEET SHOP TV
Tjen, Kwen T. Sr. Plant Operator 190.00 CERT REIMBURSEMENT
Torres,Edward M. Director of Ops B Maint 743.89 AWWA CONFERENCE Glendale,AZ 3.11 to 3.13.13
Torres,Edward M. Director of Ops Et Maint 424.39 CASA CONFERENCE Indian Wells, CA 1-16 to 1-17-13
Tran, Jane H. Engineer 571.38 CWEA TRAINING Napa,CA 2-24-13
Tutasosopo-Kemper,Gary J. Lead Plant Operator 190.00 CERT REIMBURSEMENT
Tuiasosopo-Kemper,Gary J. Lead Plant Operator 1,800.00 TUITION REIMBURSEMENT
Velasco,MarcoPolo S. Associate Engineer 100.32 SSCSC COLLECTIONS WKSHP Carlsbad, CA 8-15-12
12 of 12 Prepared By: Lira Balers
ADMINISTRATION COMMITTEE Neeting Date T1.1 IDir.
09/11/13 9/25/13
AGENDA REPORT Item Number Item Numbe
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert Ghirelli, Assistant General Manager
SUBJECT: ELECTRONIC RECORDING MEMORANDUM OF UNDERSTANDING
COUNTY OF ORANGE CLERK-RECORDER'S OFFICE
GENERAL MANAGER'S RECOMMENDATION
A. Approve the Electronic Recording Memorandum of Understanding (MOU) with
the County of Orange, Clerk-Recorders office; and
B. Authorize the Clerk of the Board, or her designee, to transmit/record any and all
required Orange County Sanitation District real property documents in an
electronic format.
SUMMARY
The County of Orange, Clerk-Recorder's Office accepts electronically recorded
documents in lieu of written paper documents. OCSD and the Clerk-Recorder have
determined that an electronic recordation system benefits both entities economically
and operationally. Valuable staff hours are saved in the transportation of documents to
and from the County with long waiting periods for recordation.
Clerk-Recorder staff installs the Electronic Recording (ER) software on a workstation
provided by the District at a secured location in the Board Services Vault. This ER
computer workstation will be exclusively dedicated to Electronic Recording and may
only be used to transmit documents to, or receiving messages/confirmations from the
Clerk-Recorder's Office. The workstation cannot be used by OCSD staff for any other
function. A Cybercard is required for the recordation function and will be controlled and
used solely by the Clerk of the Board or her designee. The recording takes a few
minutes and an answer is received within hours of either its successful recordation or a
notification of its failure and reason why.
There is no direct cost to the District, as the County will install the system on District
provided dedicated equipment. The County will also provide training to the appropriate
staff during installation at our facility, and will further maintain and update the system
free of charge. The minimal indirect cost of the Board Services staff time maintaining
the system and recording documents is still a substantial savings in comparison to the
existing indirect cost of other district staff's travel time (to/from County offices), postage
costs, locating, routing and/or transferring documents to other departments.
Page 1 of 2
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The County Electronic Recording program was established in May 1997, and has grown
from a few hundred documents a day an average of 2,500 documents daily and the total
number of electronically recorded documents now successfully exceed 4.4 million.
The City Clerk's Offices of Huntington Beach, Laguna Beach, and several other Orange
County cities, have been using the ER Program for many years and completely endorse
this successful program; citing more accurate recordings, no loss of vital documents
and greater time savings.
CEQA
N/A
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
This request complies with the authority levels of the Sanitation District's Delegation of
Authority. Orange County Sanitation District is exempt from recording costs. The cost
of additional Cybercards is $50.00 each, which will be absorbed by Board Services if
the need for an additional card is required.
ATTACHMENTS
The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD
website(www.ocsd.coml with the complete agenda package:
1. Memorandum of Understanding — Electronic Recording
JH:RG:MA:kl
Page 2 of 2
Return to Aaenda Report
Hugh Nguyen
Cbdc-Recorder
ORANGE COUNTY
HALL OF RECORDS AND FINANCE
• 12 CIVIC CENTER PLAZA, ROOM 101 P.O. BOX 238,SANTA ANA, CALIFORNIA 92702-0238
PHONE(714)834-2248 FAX(714)834-2675
ELECTRONIC RECORDING
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding dated September 11, 2013, is between the Orange
County Clerk-Recorder and Orange County Sanitation District, recording electronically in
Orange County.
For purposes of this memorandum of understanding, Electronic Recording is defined as:
a. The transmission of real property documents in electronic format by an
authorized title company, mortgage banker, full service bank official or other
trusted entity over an internet connection to the Recorder's Office in Santa Ana
and,
b. The County Clerk-Recorder's deputized examiners will perform a document
examination using the same procedures and standards as those used by
conventional methods of recording. A confirmation will be transmitted back to the
party requesting the recording that indicates the recording has been completed.
This confirmation does include the recording endorsement.
C. In cases of documents rejected in the recording process, return of the rejected
imaged documents along with the explanatory notice to the title company,
mortgage banker, full service bank or other trusted entity over the same internet
connection and subsequently the transmission back to the Recorders Office with
the appropriate corrections having been made prior to the 4:00 p.m. recording
deadline. In general, it is understood that:
d. All state licensed title companies, mortgage bankers, full service banks or other
trusted entities doing business in Orange County and/or serving Orange County
residents are eligible to participate in the Electronic Recording Program.
e. Participation in the Electronic Recording Program is voluntary and the decision to
do so is a business judgment. Companies electing not to participate will receive
service at the same level prevailing at outset of the program in May 1997, though
it is understood that by definition Electronic Recording is much faster than
conventional recording methods.
f. Participating in Electronic Recording will require meeting the necessities for
recording electronically as prescribed by the County.
RECITALS
WHEREAS, Government Code section 27279.1 allows the Orange County Clerk-
Recorder to accept electronically recorded documents in lieu of written paper
documents, provided it is in the best interest of Orange County and public, and
Return to Mende Report
WHEREAS, the Clerk-Recorder has determined that it is in the best interest of
the County to accept electronically recorded documents inasmuch as it evens out the
daily workflow in the office reducing overtime and related costs while elevating the level
of recording service to the highest in the nation, and
WHEREAS, since its inception in May, 1997, Electronic Recording in Orange
County has grown from just four participating companies submitting a few hundred
documents a day to 175 companies submitting an average of 2,500 documents daily and
the total number of electronically recorded documents now successfully exceeds 4.4
million, and
WHEREAS, County residents and taxpayers as well as the title insurance
companies, mortgage bankers, full service banks or other trusted entities benefit
economically and operationally by electronic recordation, and,
WHEREAS, Electronic Recording mandates a close daily working relationship as
well as mutual trust between the Clerk-Recorder's Office and company officials, and
WHEREAS, company officials share with the Clerk-Recorder the need to operate
and maintain a secure recording system that safeguards parties to recordation from
deceit, fraud and forgery, and
WHEREAS, company officials will ensure that only original documents holding
original signatures that are properly notarized are submitted for Electronic Recording,
and
WHEREAS, the County Clerk-Recorder may from time-to-time update the system
to enhance and improve system security as deemed necessary for the benefit of Orange
County citizens.
NOW, THEREFORE, the parties hereto agree as follows;
1. Terms
This Memorandum of Understanding shall become effective upon the signature of parties
and shall remain in effect unless terminated by one party in accordance with this
Memorandum.
2. Eligibility
A participant who electronically records documents must be either a licensed title insurer, as
defined in section 12340.4 of the Insurance Code, or a licensed underwritten title company,
as defined in Section 12340.5 of the Insurance Code or a mortgage bank with $4 billion
outstanding in real estate loans, a full service bank or other trusted entities serving the
citizens of Orange County and approved by the Clerk-Recorder.
Page 1 of 2
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Scope of Services
A. County Clerk-Recorder
1. The Clerk-Recorder will record documents submitted electronically by the
participating company in lieu of written paper.
2. The Clerk-Recorder will issue one cybercard to the submitting company to
access the system free of charge at the time of initial installation.
3. Documents will be accepted for recording in the Clerk-Recorder's Office from
7:30 a.m. to 4:00 p.m. (Pacific Time) on all regularly scheduled working days.
Any documents submitted after 4:00 p.m. will be recorded the next business day.
4. Documents submitted electronically will be examined for suitability for recording
by certified document examiners who will follow procedures and standards
identical to those employed in conventional forms of examination.
5. If the system causes delays or power failures interfere with the normal course of
business, the Clerk-Recorder will notify the affected companies with a choice of
using a courier service or waiting until the problem has been remedied.
6. The Clerk-Recorder may terminate access to any electronic recording system, or
any part of a system, or may terminate access of any authorized submitter, or
any authorized staff, at any time it deems it necessary to protect the public
interest, to protect the integrity of public records, to protect homeowners or real
property owners from financial harm. No cause of action or liability against the
Clerk-Recorder or any government agency shall arise from the decision of the
Clerk-Recorder to terminate or deny access of any person to the electronic
recording system.
7. If the County Clerk-Recorder, believes that an electronic recording system is
vulnerable to fraud or intrusion, the Clerk-Recorder shall immediately take the
necessary steps to guard against any compromise of the electronic recording
system including, if necessary, the suspension of the electronic recording
system.
8. Clerk-Recorder staff will install the Electronic Recording software on the
submitting participant's designated computer. Clerk-Recorder staff will train
submitting participant's personnel during the initial software installation. Further
training for new personnel will be the responsibility of the submitting participant.
9. Software training and initial installation will be completed at the submitter's place
of business if located within a specific distance from the Clerk-Recorder, as
determined by the Clerk-Recorder. If the submitter is deemed beyond the
determined specific distance, the computer shall be shipped to the Clerk-
Recorder for installation at the cost of the submitter, and training shall happen via
telephone and/or online.
10. The Orange County Clerk-Recorder shall not be responsible for lost or damaged
equipment.
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B. Participants
1. A workstation exclusively dedicated to Electronic Recording is required. This ER
computer workstation shall only be used to transmit documents for recording and
receiving messages/confirmations. The workstation cannot be used by Title
Company staff for other functions such as standard business office systems
and/or e-mail.
2. If the submitter is deemed beyond the determined specific distance, the submitter
shall agree to send in its computer via priority mail for software installation, and
to pay the cost of shipping for return by priority mail after installation. Upon
software installation those deemed shall be trained by OCCR staff via
telephone/online.
3. Submitter agrees to unscheduled audits set first by the OCCR. Submitter also
understands that any violator of this move may lead to suspension and/or
termination.
4. The submitting company may only submit original documents bearing original
signatures and notary seals.
5. Participants take full responsibility for the submission of documents.
6. Each participant will appoint a representative that is responsible for enforcing
security procedures.
7. The Clerk-Recorder will be notified in writing immediately, if any authorized
system user(s) change (i.e. new hire, termination and resignation).
8. Participants will ensure that only authorized personnel have access to the system
and, that during non-working hours the system will be disabled.
9. Participants may not move or re-locate equipment and/or software program to
another location without first obtaining the written approval of the Clerk-Recorder
Department. Authorization is only valid at the location of the initial installation as
reflected on page 7 of this signed Agreement.
10. Participants are required to purchase cybercards beyond the one issued at the
time of software installation. Participants are also required to ensure that every
user has and uses their own cybercard when accessing the system.
11. Participants understand that submission of documents throughout the day rather
than in batches sent late in the day are necessary for earliest conformations.
Participants make all reasonable efforts to forward documents, as they are ready
for examination throughout the workday.
12. No software modifications to the Electronic Recording System are allowed.
13. Required Electronic Recording equipment i.e., computer, monitor and an Internet
connection will be provided and owned or leased by the participant
14. Electronic Recording users are required to logoff the application when not in use.
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15. Hours for document submission are between 7:00 a.m. and 7:00 p.m. (Pacific
Time) However; documents will be recorded from 7:30 a.m. to 4:00 p.m. It should
be noted that after 3:30 p.m. any document(s) rejected for incompleteness shall
cause a return of the entire order for full resubmission upon satisfactory
correction of document(s). Documents submitted between the hours of 4:00-7:00
p.m. will be recorded the following day.
16. The participant attests to the accuracy and completeness of all recording
transactions. Liabilities should a dispute or legal action arise concerning an
Electronic Recording transaction, the County of Orange and the Clerk-Recorder's
Office will be held harmless and not liable for any damages.
17. Participating companies must carefully monitor and control use of the system for
compliance with agreed to safeguards and assumes full responsibility for any
malicious attack that harms, damages or has a damaging effect to the County's
system or databases.
18. In lieu of the requirements set forth in Government Code Section 27321, after
acceptance for recording, the county recorder shall electronically transmit a copy
of each recorded electronic document accepted under this article to the
authorized submitter. The authorized submitter shall be responsible for mailing
by United States Postal Service a copy of the recorded electronic document to
the address specified in the instructions for mailing upon completion of recording
within 3 working days of the date of recording.
3. Liability
A. County will not incur any liability for the information electronically transmitted by the
participants.
B. County will not incur any liability for electronically transmitted records that do not adhere
to Government Code 27201.
C. County will not incur any liability for any breach of security, fraud or deceit as a result of
Electronic Recording.
D. In the event of fraud impacting the value of or title to real estate, any authorized
submitter using the electronic recording system bears the financial responsibility for
transactions in which the submitter engages, This liability shall lie notwithstanding
contrary waiver and/or disclaimer language that may be present in any title insurance
policy, escrow instruction, or other document pertaining to the real estate transaction
associated with said fraud.
4. (Left Blank)
5. Termination
Any party may terminate this Memorandum of Understanding for any reason by serving the
other parties with a fifteen-day (15)written notice of termination.
Upon termination, all Electronic Recording software and equipment owned by the County of
Orange must be returned to the Clerk-Recorder within thirty(30) days of termination.
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6. Entire Agreement
This agreement contains the entire and complete understanding of the parties and
supersedes any/all other agreements, oral or written, with respect to the terms under this
agreement.
7. Notice
Any notice pursuant to this agreement shall be in writing and deemed given when delivered
personally or deposited in the United States mail, postage prepaid, certified and addressed
as follows:
Orange County Clerk-Recorder
Attn: Administrative Office
P.O. Box 238
Santa Ana, Ca 92701-0232
Participating Company Information:
Name: Orange County Sanitation District Telephone M 714-593-7133
10844 Ellis Avenue Fax#: 714-962-0356
Street Address (location of equipment/software)
Fountain Valley, CA 92708-7018 Web Site: www.ocsd.com
City, State and Zip Code
Printed Name of Department Representative (see page 4):
Maria E. Ayala. Clerk of the Board
Telephone#: 714-593-7130
Email Address: mayala(a).ocsd.com
Printed Name of Scanner:
Kelly A. Lore, Admin. Asst. to the Clerk of the Board
Telephone#: 714-593-7433
Email Address: klorecDocsd.com
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Management/Board Approval:
Signed &Approved By: Date:
Printed Name: Troy Edgar
Title: Board Chairman
Telephone#: 714-593-7433
Approved as to form:
Brad Hogin, General Counsel
For Clerk-Recorder Use Only
Approved By:
Hugh Nguyen, Orange County Clerk-Recorder
Date:
Page 1 of 7
ADMINISTRATION COMMITTEE N1'1g/13oate T1.11111.
09/119/25/13
AGENDA REPORT Item Number Item Number
a
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES,
SERIES 2013A
GENERAL MANAGER'S RECOMMENDATION
A. Adopt Resolution No. OCSD 13-XX, authorizing the execution and delivery by
the Orange County Sanitation District of an Installment Purchase Agreement, a
Trust Agreement and a Continuing Disclosure Agreement in connection with the
execution and delivery of Orange County Sanitation District Revenue Refunding
Certificate Anticipation Notes, Series 2013A, authorizing the execution and
delivery of such Notes evidencing principal in an aggregate amount of not to
exceed $135,000,000, approving a Notice of Intention to Sell, authorizing the
distribution of an Official Notice Inviting Bids and an Official Statement in
connection with the offering and sale of such Notes and authorizing the execution
of necessary documents and related actions; and
B. That the Orange County Sanitation District Financing Corporation approve the
documents, supporting and authorizing the Notes in an aggregate amount not to
exceed $135,000,000.
SUMMARY
In March 2006, the Sanitation District issued $200 million of variable rate Certificates of
Participation (COP), Series 2006 (2006 COPS). Altematively, the Sanitation District
could have issued debt at an estimated cost of 4.54% on a fixed rate basis in 2006.
From inception through August 2008, the average variable rate on the 2006 COPs was
2.95% or 0.22% less than the SIFMA index (weekly market index of tax-exempt variable
rate obligations). As the global financial crisis took hold in the late summer of 2008,
there was a significant increase in the variable rate borrowing cost of the Sanitation
District, including all municipal borrowers, as the 2006 COPS averaged 4.29% (or 1.56%
above the SIFMA index) for the period between September 2008 and December 2008.
The amount of the increase in variable rate cost above the SIFMA index can be
attributed to the weakened financial strength of the bank, DEPFA Bank plc that was
providing liquidity support on the 2006 COPs.
Page 1 of 5
In December 2008, the Sanitation District proactively refunded the 2006 COPS with the
Refunding COP Series 2008C Certificate Anticipation Notes (2008C CANS)to reduce its
exposure to then higher and more volatile variable rate costs. The yield on the 2008C
CANS was 0.98% for a one-year period. The issuance of the 2008C CANS allowed the
Sanitation District to redeem the 2006 COPs at an all-in cost of less than 1.25% and
avoid paying a bank rate of 4.75% which would have been effective starting a month
later. Since the 2008C CANs issuance, the Sanitation District completed four additional
one-year refinancings at yields of less than 0.37% as summarized below:
All-In Cost
2009E $ 165,865,000 0.370% 0.559%
20106 154,665,000 0.360 0.525
2011E 143,205,000 1 0.225 0.399
2012C 131,700,000 1 0.210 0.410
The interest rate on the Revenue Refunding Certificate Anticipation Notes Series 2012C
(2012C CANS) was fixed for only one year and the entire $131.7 million plus interest
becomes due and payable on October 30, 2013.
The purpose of the financing is to refund all of the $131.7 million Revenue Refunding
Certificate Anticipation Notes, Series 2012C to avoid the use of the Sanitation District's
cash reserves to make repayment. The financing is structured as new one-year fixed
rate maturity that will be sold in a competitive sale.
PRIOR COMMITTEE/BOARD ACTIONS
July 2013 — The Board authorized the General Manager to issue Revenue Refunding
Certificate Anticipation Notes, Series 2013A, as one-year fixed rate obligations, in an
amount not to exceed $135.0 million to replace the $131.7 million Revenue Refunding
Certificate Anticipation Notes, Series 2012C maturing on October 30, 2013.
September 2012 — The Board adopted Resolution No. OCSD 12-12, authorizing the
execution and delivery by the Sanitation District of an Installment Purchase Agreement,
a Trust Agreement and a Continuing Disclosure Agreement in connection with the
execution and delivery of Orange County Sanitation District Revenue Refunding
Certificate Anticipation Notes, Series 2012C, authorizing the execution and delivery of
such Notes evidencing principal in an aggregate amount of not to exceed $145,000,000,
approving a Notice of Intention to Sell, authorizing the distribution of an Official Notice
Inviting Bids and an Official Statement in connection with the offering and sale of such
Notes and authorizing the execution of necessary documents and related actions.
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ADDITIONAL INFORMATION
The Sanitation District currently has ten series of debt issuances outstanding in the par
amount of $1.245 billion. The following table lists each issuance, the outstanding
amount, and the interest rate mode.
Outstanding Interest Rate
Par Amount I Mode
Series 2012C CANS(") $ 131,700,000 Fixed Rate (one-year)
Series 2012B Refunding(2) 66,395,000 Fixed Rate
Series 2012A Refunding(3) 100,645,000 Fixed Rate
Series 2011A Refunding(')(a) 130,345,000 Fixed Rate
Series 2010C(5) 157,000,000 Fixed Rate
Series 2010A(5) 80,000,000 Fixed Rate
Series 2009A Refunding(3) 187,765,000 Fixed Rate
Series 2008B Refunding(6) 25,585,000 Fixed Rate
Series 200713(5) 273,400,000 Fixed Rate
eries 2007A Refunding(3) 92,620,000 Fixed Rate
Total : $1,245,455,000
(1) As of September 1,2013
(2) Refunded a portion of Sense 20M
(3) Refunded a portion of Series 2003
(4) Series 2012C are fixed one-year certificate of anticipation notes(CANS),that refunded the
Series 2011E CANS,that refunded the 2010E CANS,that refunded the Series 2009E
CANS,that refunded the 2008C CANS that were issued to refund the Series 2006 Daily
Venable Rate that were supported by a weak liquidity facility bank.
(5) New money debt issue
(6) Series 2008B refunded the Series 1993 Synthetic Variable-to-Fixed Rate Debt issue that
was supported by a failing insurance provider. The Series 1993 refunded the Series 1986
and a portion of the Series"B"COPs.
Due to the fact that this is a fixed-rate debt issuance, staff is proposing to issue the
refunding through a competitive sale because it is the most expeditious way to access
the market and it is expected to provide the lowest interest cost for this given structure.
All costs involved with the refunding, including costs for PRAG and Fulbright & Jaworski
LLP will be paid from the proceeds of the new refunding issue.
Legal Authorization and ADorovals
The Board of Directors and the Financing Corporation will each be required to adopt
separate Resolutions to complete this refunding. Drafts of these two Resolutions are
available for review on the Sanitation District's webpage, as describe in the
"Attachments" section below. A Financing Corporation is required by the structure of
the Notes and was formed in April 2000 solely to satisfy this need. The Board of
Directors of the Corporation is the same as the Board of Directors of the Sanitation
District and the Corporation meets after an adjournment of the OCSD Board.
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The OCSD Resolution authorizes the execution and delivery of certain legal documents
and the execution and delivery of Revenue Refunding Certificate Anticipation Notes,
Series 2013A, evidencing principal in an aggregate amount of not to exceed
$135,000,000 all as spelled out in the title as follows:
"A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY
SANITATION DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY BY THE
DISTRICT OF AN INSTALLMENT PURCHASE AGREEMENT, A TRUST
AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION
DISTRICT REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES, SERIES
2013A, SUCH NOTES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF
NOT TO EXCEED $135,000,000, APPROVING A NOTICE OF INTENTION TO
SELL, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE INVITING BIDS
AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND
SALE OF SUCH NOTES AND AUTHORIZING THE EXECUTION OF OTHER
NECESSARY DOCUMENTS AND RELATED ACTIONS."
The Resolution of the Corporation is somewhat shorter and simpler. It authorizes three
actions that are similarly enumerated in the title as follows:
"A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY
SANITATION DISTRICT FINANCING CORPORATION AUTHORIZING THE
EXECUTION AND DELIVERY BY THE CORPORATION OF AN INSTALLMENT
PURCHASE AGREEMENT AND A TRUST AGREEMENT IN CONNECTION WITH
THE EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES, SERIES
2013A, AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH NOTES
EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED
$135,000,000 AND AUTHORIZING THE EXECUTION OF OTHER NECESSARY
DOCUMENTS AND RELATED ACTIONS."
Following is a chart listing the remaining steps to be completed for the issuance of the
Revenue Refunding Certificate Anticipation Notes, Series 2013A debt issuance:
➢ Board approval of legal and disclosure documents
➢ Financing Corporation approval of legal and disclosure
September documents
➢ Rating Agency discussions
➢ Publish Notice of Intention to Sell
➢ Marketing and Sale through a Competitive Sale Process
October ➢ Closing
➢ Begin debt administration
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CEQA
N/A
BUDGET/DELEGATION OF AUTHORITY COMPLIANCE
N/A
ATTACHMENTS
The following attachments may be viewed on-line at the OCSD website www.ocsd.com along with the
complete agenda package:
1. Sanitation District Resolution
2. Corporation Resolution
3. Draft Trust Agreement
4. Draft Installment Purchase Agreement
5. Draft Continuing Disclosure Agreement
6. Draft Preliminary Official Statement
7. Draft Official Notice Inviting Bids
8. Draft Notice of Intention to Sell
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Attachment No. 1
RESOLUTION NO. OCSD 13- XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION
AND DELIVERY BY THE DISTRICT OF AN INSTALLMENT PURCHASE
AGREEMENT, A TRUST AGREEMENT AND A CONTINUING
DISCLOSURE AGREEMENT IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES,
SERIES 2013A, SUCH NOTES EVIDENCING PRINCIPAL IN AN
AGGREGATE AMOUNT OF NOT TO EXCEED $135,000,000,
APPROVING A NOTICE OF INTENTION TO SELL, AUTHORIZING THE
DISTRIBUTION OF AN OFFICIAL NOTICE INVITING BIDS AND AN
OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND
SALE OF SUCH NOTES AND AUTHORIZING THE EXECUTION OF
OTHER NECESSARY DOCUMENTS AND RELATED ACTIONS
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the 'Prior Project') the District caused the
execution and delivery of $131,700,000 in aggregate principal amount of Orange
County Sanitation District Revenue Refunding Certificate Anticipation Notes,
Series 2012C, of which $131,700,000 in principal amount is currently outstanding (the
"Prior Certificates"); and
WHEREAS, the District desires to pay at maturity all of the Prior Certificates by
paying all of the principal component of the installment payment relating to the Prior
Certificates (the 'Prior Installment Payment"), and the interest component thereof,
thereby causing all of the Prior Certificates to be paid; and
WHEREAS, to provide the funds necessary to pay the Prior Installment Payment
to be so paid, the District and the Orange County Sanitation District Financing
Corporation (the "Corporation") desire that the Corporation purchase the Prior Project
from the District and the District sell the Prior Project to the Corporation, and that the
District then purchase the Prior Project from the Corporation and the Corporation sell
the Prior Project to the District, for the installment payment (the "Installment Payment')
to be made by the District, pursuant to a new installment purchase agreement (the
"Installment Purchase Agreement'), and the Corporation and the District have agreed to
finance such payment by causing the execution and delivery of up to $135,000,000 in
aggregate principal amount of Orange County Sanitation District Revenue Refunding
Certificate Anticipation Notes, Series 2013A (the "Notes") to be repaid from the sale
proceeds of future certificates of participation, other notes or obligations or lawfully
available funds of the District; and
OCSD 13-XX 1 of 7
WHEREAS, the Corporation intends to assign without recourse certain of its
rights under and pursuant to the Installment Purchase Agreement to Union Bank, N.A.,
as trustee (the 'Trustee"), pursuant to a Trust Agreement by and among the Trustee,
the Corporation and the District (such Trust Agreement, in the form presented to this
meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, being referred to herein as the "Trust Agreement'); and
WHEREAS, in consideration of such assignment and the execution and delivery
of the Trust Agreement, the Trustee will be instructed to execute and deliver the Notes,
evidencing direct, undivided fractional interests in the Installment Payment, and the
interest thereon; and
WHEREAS, the District desires to provide for the public sale of the Notes in one
or more discrete sale transactions; and
WHEREAS, a form of the Notice of Intention to Sell to be published in connection
with the public offering and sale of the Notes has been prepared (such Notice of
Intention to Sell, in the form presented to this meeting, with such changes, insertions
and omissions as are made pursuant to this Resolution, being referred to herein as the
"Notice of Intention to Sell"); and
WHEREAS, a form of the Official Notice Inviting Bids to be distributed in
connection with the public offering and sale of the Notes has been prepared (such
Official Notice Inviting Bids, in the form presented to this meeting, with such changes,
insertions and omissions as are made pursuant to this Resolution, being referred to
herein as the "Notice Inviting Bids"); and
WHEREAS, a form of the Preliminary Official Statement to be distributed in
connection with the public offering of the Notes has been prepared (such Preliminary
Official Statement in the form presented to this meeting, with such changes, insertions
and omissions as are made pursuant to this Resolution, being referred to herein as the
'Preliminary Official Statement'); and
WHEREAS, Rule 15c2-12 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended ('Rule 15c2-12"),
requires that the underwriter thereof must have reasonably determined that the District
has undertaken in a written agreement or contract for the benefit of the holders of the
Notes to provide disclosure of certain material events on an ongoing basis; and
WHEREAS, to cause such requirement to be satisfied, the District desires to
enter into a Continuing Disclosure Agreement with a dissemination agent to be named
therein and the Trustee (such Continuing Disclosure Agreement in the form presented
to this meeting, with such changes, insertions and omissions as are made pursuant to
this Resolution, being referred to herein as the "Continuing Disclosure Agreement'); and
OCSD 13-XX 2 of 7
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WHEREAS, there have been prepared and submitted to this meeting forms of:
(1) the Installment Purchase Agreement;
(2) the Trust Agreement;
(3) the Notice of Intention to Sell;
(4) the Notice Inviting Bids;
(5) the Preliminary Official Statement; and
(6) the Continuing Disclosure Agreement.
WHEREAS, all acts, conditions and things required by the Constitution and laws
of the State of California to exist, to have happened and to have been performed
precedent to and in connection with the consummation of the financing authorized
hereby do exist, have happened and have been performed in regular and due time,
form and manner as required by law, and the District is now duly authorized and
empowered, pursuant to each and every requirement of law, to consummate such
financing for the purpose, in the manner and upon the terms herein provided; and
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE DISTRICT DOES
HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1. All of the recitals herein contained are true and correct and the Board
of Directors of the District (the "Board") so finds.
Section 2. The Installment Purchase Agreement, in substantially the form
submitted to this meeting and made a part hereof as though set forth herein, be and the
same is hereby approved. The Chair of the Board, and such other member of the Board
as the Chair may designate, the General Manager of the District, the Director of Finance
and Administrative Services of the District, and such other officers of the District as the
Director of Finance and Administrative Services may designate (the "Authorized Officers")
are, and each of them is, hereby authorized and directed, for and in the name of the
District, to execute and deliver the Installment Purchase Agreement in the form submitted
to this meeting, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such requirement or approval to be
conclusively evidenced by the execution of the Installment Purchase Agreement by such
Authorized Officer; provided, however, that such changes, insertions and omissions shall
not result in an aggregate principal amount of the Installment Payment in excess of
$135,000,000, shall not result in a true interest cost for the Installment Payment in excess
of 2.0% per annum and shall not result in an Installment Payment later than October 30,
2014.
Section 3. The Trust Agreement, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, be and the same is
hereby approved. The Authorized Officers are, and each of them is, hereby authorized
OCSD 13-XX 3 of 7
and directed, for and in the name of the District, to execute and deliver the Trust
Agreement in the form presented to this meeting, with such changes, insertions and
omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Trust
Agreement by such Authorized Officer.
Section 4. The execution and delivery of Notes evidencing principal in an
aggregate amount of not to exceed $135,000,000, payable in the year and in the amount,
and evidencing principal of and interest on the Installment Payment as specified in the
Trust Agreement as finally executed, are hereby authorized and approved.
Section 5. The payment of the remaining principal components of the Prior
Installment Payment at maturity, and the interest components thereof, and the Prior
Certificates evidencing interests therein, is hereby authorized and approved.
Section 6. The form of Notice of Intention to Sell, in substantially the form
submitted to this meeting and made a part hereof as though set forth in full herein, with
such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the applicable Notice of Intention to Sell in
connection with the offering and sale of a series of the Notes is hereby approved. The
Authorized Officers are each hereby authorized and directed, for and in the name and on
behalf of the District, to cause one or more Notices of Intention to Sell to be published in
The Bond Buyer(or in such other financial publication generally circulated throughout the
State of California or reasonably expected to be disseminated among prospective bidders
for the Notes as an Authorized Officer shall approve as being in the best interests of the
District) at least five days prior to the date set for the opening of bids in the Notice Inviting
Bids, with such changes, insertions and omissions therein as an Authorized Officer may
require or approve, such requirement or approval to be conclusively evidenced by such
publishing of the Notice of Intention to Sell.
Section 7. The Notice Inviting Bids, in substantially the form submitted to this
meeting and made a part hereof as though set forth herein, with such changes, insertions
and omissions therein as may be approved by an Authorized Officer, be and the same is
hereby approved, and the use of one or more Notices Inviting Bids in connection with the
offering and sale of the Notes is hereby authorized and approved. The terms and
conditions of the offering and sale of the Notes shall be as specified in the applicable
Notice Inviting Bids. Bids for the purchase of the Notes shall be received at the time and
place set forth in the applicable Notice Inviting Bids. The Authorized Officers are each
hereby authorized and directed, for and in the name and on behalf of the District, to
accept the bid for the Notes with the lowest true interest cost, or to reject all bids therefor,
in accordance with the terms of the applicable Notice Inviting Bids.
Section 8. The Preliminary Official Statement, in substantially the form
presented to this meeting and made a part hereof as though set forth in full herein, with
such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the Preliminary Official Statement in
connection with the offering and sale of the Notes is hereby authorized and approved.
OCSD 13-XX 4 of 7
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The Authorized Officers are each hereby authorized to certify on behalf of the District that
the Preliminary Official Statement is deemed final as of its date, within the meaning of
Rule 15c2-12 (except for the omission of certain information permitted by Rule 15c2-12 to
be omitted). The Authorized Officers are each hereby authorized and directed to furnish,
or cause to be furnished, to prospective bidders for the Notes a reasonable number of
copies of the Preliminary Official Statement.
Section 9. The preparation and delivery of a final Official Statement (the "Official
Statement'), and its use in connection with the offering and sale of the Notes, be and the
same is hereby authorized and approved. The Official Statement shall be in substantially
the form of the Preliminary Official Statement, with such changes, insertions and
omissions as may be approved by an Authorized Officer, such approval to be conclusively
evidenced by the execution and delivery thereof. The Authorized Officers are, and each
of them is, hereby authorized and directed to execute the final Official Statement and any
amendment or supplement thereto, for and in the name of the District.
Section 10. The Continuing Disclosure Agreement, in substantially the form
submitted to this meeting and made a part hereof as though set forth herein, be and the
same is hereby approved. The Authorized Officers are, and each of them is, hereby
authorized and directed, for and in the name of the District, to execute and deliver the
Continuing Disclosure Agreement in the form submitted to this meeting, with such
changes, insertions and omissions as the Authorized Officer executing the same may
require or approve, such requirement or approval to be conclusively evidenced by the
execution of the Continuing Disclosure Agreement by such Authorized Officer.
Section 11. The Authorized Officers are, and each of them hereby is, authorized
and directed to execute and deliver any and all documents and instruments and to do and
cause to be done any and all acts and things necessary or proper for carrying out the
execution and delivery of the Notes and the transactions contemplated by the notices,
agreements and documents referenced in this Resolution. The Authorized Officers are
further authorized and directed to execute and deliver such additional notes as may be
necessary or desirable to pay the Notes at maturity; provided, however, that the
documents executed and delivered in connection with any such notes shall be in the form
approved pursuant to this Resolution in connection with the Notes.
Section 12. All actions heretofore taken by the officers and employees of the
District with respect to the execution, delivery and sale of the Notes, or in connection with
or related to any of the agreements or documents referenced in this Resolution, are
hereby approved, confirmed and ratified.
OCSD 13-XX 5 of 7
Section 13. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED at a regular meeting held on September 25, 2013.
Troy Edgar
Chairman of the Board
ATTEST:
Maria E. Ayala
Clerk of the Board
APPROVED:
Brad Hogin
General Counsel,
Orange County Sanitation District
OCSD 13-XX 6 of 7
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STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Maria E. Ayala, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 13-XX was passed
and adopted at a regular meeting of said Board on the 251" day of September, 2013,
by the following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of Orange County Sanitation District this 251" day of September, 2013.
Maria E. Ayala
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 13-XX 7 of 7
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Attachment No. 2
RESOLUTION NO. FC-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT FINANCING CORPORATION
AUTHORIZING THE EXECUTION AND DELIVERY BY THE
CORPORATION OF AN INSTALLMENT PURCHASE AGREEMENT
AND A TRUST AGREEMENT IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION
DISTRICT REVENUE REFUNDING CERTIFICATE ANTICIPATION
NOTES, SERIES 2013A, AUTHORIZING THE EXECUTION AND
DELIVERY OF SUCH NOTES EVIDENCING PRINCIPAL IN AN
AGGREGATE AMOUNT OF NOT TO EXCEED $135,000,000 AND
AUTHORIZING THE EXECUTION OF OTHER NECESSARY
DOCUMENTS AND RELATED ACTIONS
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the "Prior Project") the Orange County
Sanitation District (the "District") caused the execution and delivery of $131,700,000 in
aggregate principal amount of Orange County Sanitation District Revenue Refunding
Certificate Anticipation Notes, Series 2012C, of which $131,700,000 in principal amount
is currently outstanding (the "Prior Certificates'); and
WHEREAS, the District desires to pay at maturity all of the Prior Certificates by
paying all of the principal component of the installment payment relating to the Prior
Certificates (the "Prior Installment Payment"), and the interest component thereof,
thereby causing all of the Prior Certificates to be paid; and
WHEREAS, to provide the funds necessary to pay the Prior Installment Payment
to be so paid, the District and the Orange County Sanitation District Financing
Corporation (the "Corporation') desire that the Corporation purchase the Prior Project
from the District and the District sell the Prior Project to the Corporation, and that the
District then purchase the Prior Project from the Corporation and the Corporation sell
the Prior Project to the District, for the installment payments (the "Installment Payment")
to be made by the District, pursuant to a new installment purchase agreement (the
"Installment Purchase Agreement"), and the Corporation and the District have agreed to
finance such payment by causing the execution and delivery of up to $135,000,000 in
aggregate principal amount of Orange County Sanitation District Revenue Refunding
Certificate Anticipation Notes, Series 2013A (the "Notes") to be repaid from future
certificates of participation, other notes or obligations or lawfully available funds of the
District; and
WHEREAS, the Corporation intends to assign without recourse certain of its
rights under and pursuant to the Installment Purchase Agreement to Union Bank, N.A.,
as trustee (the "Trustee"), pursuant to a Trust Agreement by and among the Trustee,
the Corporation and the District (such Trust Agreement, in the form presented to this
meeting, with such changes, insertions and omissions as are made pursuant to this
FC-XX 1 of 5
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Resolution, being referred to herein as the 'Trust Agreement"); and
WHEREAS, in consideration of such assignment and the execution and delivery
of the Trust Agreement, the Trustee will be instructed to execute and deliver the Notes,
evidencing direct, undivided fractional interests in the Installment Payment, and the
interest thereon; and
WHEREAS, the Corporation desires to assist the District to provide for the public
sale of the Notes; and
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Installment Purchase Agreement; and
(b) the Trust Agreement.
WHEREAS, all acts, conditions and things required by the Constitution and laws
of the State of California to exist, to have happened and to have been performed
precedent to and in connection with the consummation of the actions authorized hereby
do exist, have happened and have been performed in regular and due time, form and
manner as required by law, and the Corporation is now duly authorized and
empowered, pursuant to each and every requirement of law, to consummate such
actions for the purpose, in the manner and upon the terms herein provided.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CORPORATION
DOES HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1. All of the recitals herein contained are true and correct and the
Board of Directors of the Corporation (the "Board") so finds.
Section 2. The Installment Purchase Agreement, in substantially the form
submitted to this meeting and made a part hereof as though set forth herein, be and the
same is hereby approved. The President of the Corporation, the Vice-President of the
Corporation, the Treasurer of the Corporation and the Secretary of the Corporation, and
such other officers of the Corporation as the President may designate (the "Authorized
Officers") are, and each of them is, hereby authorized and directed, for and in the name
of the Corporation, to execute and deliver the Installment Purchase Agreement in the
form submitted to this meeting, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or
approval to be conclusively evidenced by the execution of the Installment Purchase
Agreement by such Authorized Officer; provided, however, that such changes,
insertions and omissions shall not result in an aggregate principal amount of Installment
Payments in excess of $135,000,000, shall not result in a true interest cost for the
Installment Payments in excess of 2.0% per annum and shall not result in a final
Installment Payment later than October 30, 2014.
FC-XX 2 of 5
Section 3. The Trust Agreement, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, be and the same is
hereby approved. The Authorized Officers are, and each of them is, hereby authorized
and directed, for and in the name of the Corporation, to execute and deliver the Trust
Agreement in the form presented to this meeting, with such changes, insertions and
omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Trust
Agreement by such Authorized Officer.
Section 4. The execution and delivery of Notes evidencing principal in an
aggregate amount of not to exceed $135,000,000, payable in the year and in the
amount, and evidencing direct, undivided fractional interests in the Installment Payment,
and the interest thereon, as specified in the Trust Agreement as finally executed, are
hereby authorized and approved.
Section 5. The Authorized Officers of the Corporation are, and each of them
hereby is, authorized and directed to execute and deliver any and all documents and
instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the execution and delivery of the Notes and the transactions
contemplated by the agreements or documents referenced in this Resolution. The
Authorized Officers are further authorized and directed to assist the District in delivering
such additional notes as may be necessary or desirable to pay the Notes at maturity;
provided, however, that the documents executed and delivered in connection with any
such notes shall be in the form approved pursuant to this Resolution in connection with
the Notes.
Section 6. All actions heretofore taken by the officers and agents of the
Corporation with respect to the execution, delivery and sale of the Notes, or in
connection with or related to any of the agreements or documents referenced in this
Resolution, are hereby approved, confirmed and ratified.
Section 7. This Resolution shall take effect immediately upon its adoption.
FGXX 3 of
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PASSED AND ADOPTED at a meeting held on September 25, 2013.
Troy Edgar
President, Orange County Sanitation
District Financing Corporation
ATTEST:
Maria E. Ayala
Secretary, Orange County Sanitation
District Financing Corporation
APPROVED:
General Counsel, Orange County
Sanitation District Financing Corporation
FC-XX 4 of 5
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Maria E. Ayala Secretary of the Orange County Sanitation District Financing
Corporation, do hereby certify that the foregoing Resolution No. FC-XX was passed and
adopted at a regular meeting of said Board on the 25t' day of September, 2013, by the
following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of Orange County Sanitation District Financing Corporation this 251" day of
September, 2013.
Maria E. Ayala
Secretary of the Orange County Sanitation
District Financing Corporation
Return to Aaenda Report
Attachment No.3
NRF DRAFT
09/04/13
TRUST AGREEMENT
by and among
UNION BANK,N.A.,
as Trustee,
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
and
ORANGE COUNTY SANITATION DISTRICT
Dated as of October 1,2013
Relating to
$[Par Amount]
Orange County Sanitation District
Revenue Refunding Certificate Anticipation Notes, Series 2013A
]9141%9.4
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section1.01. Definitions........................................................................................................2
Section 1.02. Definitions in Installment Purchase Agreement.............................................. 8
Section1.03. Equal Security.................................................................................................. 8
ARTICLE H
TERMS AND CONDITIONS OF NOTES
Section 2.01. Preparation and Delivery of Notes...................................................................9
Section 2.02. Denomination, Medium and Dating of Notes..................................................9
Section 2.03. Payment Date of Notes; Interest Computation................................................9
Section2.04. Form of Notes..................................................................................................9
Section 2.05. Execution of Notes and Replacement Notes....................................................9
Section 2.06. Transfer and Payment of Notes; Exchange of Notes.......................................9
Section 2.07. Note Registration Books................................................................................ 10
Section2.08. Reserved......................................................................................................... 10
Section 2.09. Notes Mutilated, Lost,Destroyed or Stolen................................................... 10
Section 2.10. Book-Entry System........................................................................................ 11
ARTICLE III
PROCEEDS OF NOTES
Section 3.01. Delivery of Notes........................................................................................... 13
Section 3.02. Deposit and Transfer of Proceeds of Notes................................................... 13
Section 3.03. Costs of Issuance Fund.................................................................................. 13
ARTICLE IV
NO PREPAYMENT OF NOTES
Section 4.01. No Prepayment............................................................................................... 13
ARTICLE V
ASSIGNMENT AND PLEDGE; FUNDS AND ACCOUNTS
Section 5.01. Assignment and Pledge.................................................................................. 13
Section 5.02. Installment Payment Fund............................................................................. 14
Section 5.03. Investment of Moneys.................................................................................... 14
Section 5.04. Brokerage Confirmations............................................................................... 15
ARTICLE VI
COVENANTS
Section 6.01. Compliance with Trust Agreement................................................................ 15
Section 6.02. Compliance with Installment Purchase Agreement....................................... 16
Section 6.03. Compliance with Master Agreement............................................................. 16
Section 6.04. Observance of Laws and Regulations............................................................ 16
Section6.05. Other Liens..................................................................................................... 16
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TABLE OF CONTENTS
(continued)
Page
Section 6.06. Prosecution and Defense of Suits .................................................................. 16
Section 6.07. Accounting Records and Statements ............................................................. 16
Section 6.08. Tax Covenants ............................................................................................... 17
Section 6.09. Continuing Disclosure ...................................................................................20
Section 6.10. Further Assurances.........................................................................................20
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01. Action upon Event of Default........................................................................20
Section 7.02. Other Remedies of the Trustee ......................................................................21
Section7.03. Non-Waiver....................................................................................................21
Section 7.04. Remedies Not Exclusive................................................................................21
Section 7.05. Application of Amounts After Default..........................................................22
Section 7.06. Trustee May Enforce Claims Without Possession of Notes..........................22
Section 7.07. Limitation on Suits.........................................................................................22
Section 7.08. No Liability by the Corporation to the Owner...............................................23
Section 7.09. No Liability by the District to the Owners.....................................................23
Section 7.10. No Liability of the Trustee to the Owners.....................................................23
ARTICLE VIII
THE TRUSTEE
Section 8.01. Employment of the Trustee;Duties...............................................................23
Section 8.02. Removal and Resignation of the Trustee.......................................................24
Section 8.03. Compensation and Indemnification of the Trustee........................................25
Section 8.04. Protection of the Trustee................................................................................25
ARTICLE IX
AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT
Section 9.01. Amendment or Supplement...........................................................................27
Section 9.02. Disqualified Notes .........................................................................................28
Section 9.03. Endorsement or Replacement of Notes After Amendment or
Supplement....................................................................................................28
Section 9.04. Amendment by Mutual Consent....................................................................28
ARTICLE X
DEFEASANCE
Section 10.01. Discharge of Notes and Trust Agreement......................................................28
Section10.02. Unclaimed Moneys........................................................................................29
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Trust Agreement.......................................................................... 30
Section 11.02. Successor Deemed Included in all References to Predecessor...................... 30
Section 11.03. Execution of Documents by Owners............................................................. 30
79141949.4 11
TABLE OF CONTENTS
(continued)
Page
Section 11.04. Waiver of Personal Liability..........................................................................31
Section11.05. Reserved.........................................................................................................31
Section 11.06. Content of Written Certificates......................................................................31
Section 11.07. Funds and Accounts.......................................................................................31
Section 11.08. Article and Section Headings,Gender and References.................................32
Section 11.09. Partial Invalidity.............................................................................................32
Section 11.10. California Law...............................................................................................32
Section11.11. Notices...........................................................................................................32
Section 11.12. Effective Date ................................................................................................33
Section 11.13. Execution in Counterparts..............................................................................33
EXHIBIT A—FORM OF NOTE
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TRUST AGREEMENT
THIS TRUST AGREEMENT (this"Trust Agreement'), is dated as of October 1, 2013,
by and among UNION BANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as Trustee (the "Trustee"), the ORANGE
COUNTY SANITATION DISTRICT FINANCING CORPORATION, a nonprofit public
benefit corporation organized and existing under the laws of the State of California (the
"Corporation"), and the ORANGE COUNTY SANITATION DISTRICT, a county sanitation
district organized and existing under the laws of the State of California(the "District").
WITNESSETH :
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the "Prior Project") the District caused the execution
and delivery of $131,700,000 in aggregate principal amount of Orange County Sanitation
District Revenue Refunding Certificate Anticipation Notes, Series 2012C, of which
$131,700,000 in principal amount is currently outstanding(the`Prior Notes");
WHEREAS, the District desires to pay at maturity all of the Prior Notes by paying all of
the principal component of the installment payment relating to the Prior Notes (the "Prior
Installment Payment'), and the interest component thereof, thereby causing all of the Prior Notes
to be paid;
WHEREAS, to provide the funds necessary to pay the Prior Installment Payment, the
District and the Corporation desire that the Corporation purchase the Prior Project from the
District and the District sell the Prior Project to the Corporation, and that the District then
purchase the Prior Project from the Corporation and the Corporation sell the Prior Project to the
District, for the installment payment (the "Installment Payment') to be made by the District,
pursuant to a new installment purchase agreement (the "Installment Purchase Agreement'), and
the Corporation and the District have agreed to finance such payment by causing the execution
and delivery of $[Par Amount] in aggregate principal amount of Orange County Sanitation
District Revenue Refunding Certificate Anticipation Notes, Series 2013A (the "Notes")
evidencing direct, fractional undivided interests in the Installment Payment and the interest
thereon,to be made by the District pursuant to the Installment Purchase Agreement;
WHEREAS, pursuant to the Master Agreement for District Obligations, dated as of
August 1, 2000, by and between the District and the Corporation,the District has established and
declared the conditions and terms upon which obligations such as the Installment Purchase
Agreement, and the Installment Payment, and the interest thereon, are to be incurred and
secured;
WHEREAS, the Corporation proposes to assign without recourse certain of its rights
under and pursuant to the Installment Purchase Agreement to the Trustee; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and delivery of
this Trust Agreement do exist, have happened and have been performed in regular and due time,
79141949A
form and manner as required by law, and the parties hereto are now duly authorized to execute
and deliver this Trust Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
and covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Except as provided in Section 1.02 hereof or unless the
context otherwise requires, the terms defined in this Section shall for all purposes hereof and of
any amendment hereof or supplement hereto and of the Notes and of any certificate, opinion,
request or other document mentioned herein or therein have the meanings defined herein, the
following definitions to be equally applicable to both the singular and plural forms of any of the
terms defined herein:
"Authorized Corporation Representative"means the President, the Vice President, the
Treasurer and the Secretary of the Corporation, and any other Person authorized by the President
of the Corporation to act on behalf of the Corporation under or with respect to this Trust
Agreement.
"Authorized Denominations"means $5,000 and integral multiples thereof.
"Authorized District Representative" means the General Manager of the District, the
Director of Finance and Administrative Services of the District, the Controller of the District and
any other Person authorized by the Director of Finance and Administrative Services of the
District to act on behalf of the District under or with respect to this Trust Agreement.
"Beneficial Owners" means those individuals, partnerships, corporations or other
entities for which the Participants have caused the Depository to hold Book-Entry Notes.
"Book-Entry Notes" means the Notes registered in the time of the nominee of DTC, or
any successor securities depository for the Notes, as the Owner thereof pursuant to the terms and
provisions of Section 2.10 hereof.
"Business Day" means a day other than (a) Saturday or Sunday, (b)a day on which
banking institutions in the city in which the Principal Office is located are authorized or required
by law to be closed, and (c)a day on which the New York Stock Exchange is authorized or
obligated by law or executive order to be closed.
"Cede & Co." means Cede & Co., the nominee of DTC, and any successor nominee of
DTC with respect to the Notes.
"Closing Date"means October 16,2013.
"Code" means the Internal Revenue Code of 1986.
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"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement,
dated as of the date hereof, by and between the District and Digital Assurance Certification LLC,
as dissemination agent thereunder, as originally executed and as it may from time to time be
amended in accordance with the terms thereof.
"Corporation" means the Orange County Sanitation District Financing Corporation, a
nonprofit public benefit corporation organized and existing under the laws of the State.
"Costs of Issuance"means all the costs of executing and delivering the Notes, including,
but not limited to, all printing and document preparation expenses in connection with this Trust
Agreement, the Installment Purchase Agreement, the Notes and any preliminary official
statement and final official statement pertaining to the Notes, rating agency fees, market study
fees, legal fees and expenses of counsel with respect to the execution and delivery of the Notes,
the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred
in connection with the execution and delivery of the Notes, to the extent such fees and expenses
are approved by the District.
"Costs of Issuance Fund" means the fund by that name established in accordance with
Section 3.03 hereof.
"Depository" means the securities depository acting as Depository pursuant to
Section 2.10 hereof.
"District" means the Orange County Sanitation District, a county sanitation district
organized and existing under the laws of the State, and any successor thereto.
"DTC"means The Depository Trust Company,New York,New York and its successors.
"Event of Default" shall have the meaning set forth in Section 6.01 of the Installment
Purchase Agreement.
"Government Obligations" means any of the following which are noncallable by the
issuer thereof except to the extent not permitted by the laws of the State as an investment for the
moneys to be invested therein at the time of investment:
(i) (a)direct general obligations of the United States of America,
(b) obligations the payment of the principal of and interest on which are unconditionally
guaranteed as to the full and timely payment by the United States of America or (c)any
fund or other pooling arrangement whose assets consist exclusively of the obligations
listed in clause(a) or (b) of this clause(i) and which is rated at least "P-l" by Moody's;
provided that, such obligations shall not include unit investment trusts or mutual fund
obligations;
(ii) advance refunded tax-exempt obligations that (a) are rated by Moody's
and S&P, (b) are secured by obligations specified in clause (i), (c) are tax-exempt
because they are secured by obligations specified in clause (i) and (d) have the same
ratings as the obligations specified in clause (i);
79141949A 3
(iii) bonds, debentures or notes issued by any of the following federal
agencies: Federal Farm Credit Bank, Federal Home Loan Mortgage Corporation or
Federal National Mortgage Association; provided, that such bonds, debentures or notes
shall be the senior obligations of such agencies (including participation certificates) and
have the same ratings by Moody's and S&P as the obligations specified in clause(i); and
(iv) bonds, debentures or notes issued by any Federal agency hereafter created
by an act of Congress, the payment of the principal of and interest on which are
unconditionally guaranteed by the United States of America as to the full and timely
payment; provided, that, such obligations shall not include unit investment trusts or
mutual fund obligations.
"Installment Payment Fund" means the fund by that name established in accordance
with Section 5.02 hereof.
"Installment Payment" means the Installment Payment required to be made by the
District pursuant to Section 3.02 of the Installment Purchase Agreement.
"Installment Purchase Agreement" means the Installment Purchase Agreement, dated
as of the date hereof, by and between the District and the Corporation, as originally executed and
as it may from time to time be amended in accordance with the provisions thereof.
"Interest Account" means the account by that name within the Installment Payment
Fund established in accordance with Section 5.02 hereof.
"Letter of Representations"means the letter of the District delivered to and accepted by
the Depository on or prior to the delivery of the Notes as Book-Entry Notes setting forth the
basis on which the Depository serves as depository for such Book-Entry Notes, as originally
executed or as it may be supplemented or revised or replaced by a letter to a substitute
Depository.
"Master Agreement" means the Master Agreement for District Obligations, dated as of
August 1, 2000, by and between the District and the Corporation, as originally executed and as it
may from time to time be amended or supplemented in accordance with the terms thereof.
"Maturity Date"means October 16, 2014.
"Moody's" means Moody's Investors Service, a corporation organized and existing
under the laws of the State of Delaware, its successors and assigns, except that if such
corporation shall no longer perform the function of a securities rating agency for any reason, the
term "Moody's" shall be deemed to refer to any other nationally recognized securities rating
agency selected by the District.
"Nominee" means the nominee of the Depository, which may be the Depository, as
determined from time to time pursuant to Section 2.10 hereof.
"Notes" means the Orange County Sanitation District Revenue Refunding Certificates of
Participation (Certificate Anticipation Notes), Series 2013A, also known as the Orange County
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Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2013A, executed
and delivered by the Trustee pursuant hereto.
"Opinion of Counsel" means a written opinion of Fulbright& Jaworski LLP or any
other counsel of recognized national standing in the field of law relating to municipal bonds,
appointed and paid by the District.
"Outstanding," when used as of any particular time with reference to Notes, means
(subject to the provisions of Section 9.02 hereof) all Notes except (a)Notes previously canceled
by the Trustee or delivered to the Trustee for cancellation, (b)Notes paid or deemed to have been
paid within the meaning of Section 10.01 hereof, and (c)Notes in lieu of or in substitution for
which other Notes shall have been executed and delivered by the Trustee pursuant to
Section 2.09 hereof.
"Owner" means any Person who shall be the registered owner of any Outstanding Note
as indicated in the registration books of the Trustee required to be maintained pursuant to
Section 2.07 hereof.
"Participants" means those broker-dealers, banks and other financial institutions from
time to time for which the Depository holds Book-Entry Notes as securities depository.
"Participating Underwriter" has the meaning ascribed thereto in the Continuing
Disclosure Agreement.
"Permitted Investments"means any of the following, except to the extent not permitted
by the laws of the State as an investment for the moneys to be invested therein at the time of
investment:
(1) Government Obligations;
(2) Bonds, debentures, notes, participation certificates or other evidences of
indebtedness issued, or the principal of and interest on which are unconditionally
guaranteed, by the Federal Intermediate Credit Bank, the Federal Home Loan Bank
System, the Government National Mortgage Association or any other agency or
instrumentality of or corporation wholly owned by the United States of America when
such obligations are backed by the full faith and credit of the United States for the full
and timely payment of principal and interest;
(3) Obligations of any state of the United States or any political subdivision
thereof, which at the time of investment are rated "Aa3" or higher by Moody's and
"AA-"or higher by S&P; or which are rated by Moody's "VMIGI"or better and by S&P
"A-1+" or better with respect to commercial paper, or "VMIGI" and 11SP-111
,
respectively, with respect to municipal notes;
(4) Bank time deposits evidenced by certificates of deposit, deposit accounts,
and bankers' acceptances, issued by any bank, trust company or national banking
association insured by the Federal Deposit Insurance Corporation (including the Trustee);
provided that (a) such bank, trust company or national banking association be rated
79141949.4 5
"Aa3" or better by Moody's and "AA-" or better by S&P; and (b)the aggregate of such
bank time deposits and bankers' acceptances issued by any bank, trust company or
banking association does not exceed at any one time 10% of the aggregate of the capital
stock, surplus and undivided profits of such bank, trust company or banking association
and that such capital stock, surplus and undivided profits shall not be less than
$15,000,000;
(5) Repurchase agreements with any bank, trust company or national banking
association insured by the Federal Deposit Insurance Corporation(including the Trustee),
with subsidiaries (of a parent company), provided the obligations of the subsidiary under
the agreement we unconditionally guaranteed by the parent, or with any government
bond dealer recognized as a primary dealer by the Federal Reserve Bank of New York,
which agreements are fully and continuously secured by a valid and perfected first
priority security interest in obligations described in paragraph(1) or (2) of this definition,
provided that either such bank, trust company or national banking association which (or
senior debt or claims paying ability of the financial entity's guarantor) is rated, at the time
of investment,"Aa3"or better by Moody's and"AA-" or better by S&P;
(6) Repurchase agreements with maturities of not more than one year entered
into with financial institutions such as banks or trust companies organized under state law
or national banks or banking associations (including the Trustee), insurance companies or
government bond dealers reporting to, trading with, and recognized as a primary dealer
by, the Federal Reserve Bank of New York and a member of the Securities Investor
Protection Corporation or with a dealer or parent holding company that is rated, at the
time of investment, or whose long-term debt obligations (or senior debt or claims paying
ability of the financial entity's guarantor) are rated, at the time of investment, "Aa3" or
better by Moody's and"AA-"or better by S&P,provided such repurchase agreements are
in writing, secured by obligations described in paragraphs (1) and (2) of this definition
having a fair market value, exclusive of accrued interest, at least equal to the amount
invested in the repurchase agreements and in which the Trustee has a perfected first lien
in, and retains possession of, such obligations free from all third party claims;
(7) Investment agreements, forward purchase agreements and reserve fund put
agreements with any corporation, including banking or financial institutions, or
agreements entered into with subsidiaries (of a parent company), provided the obligations
of the subsidiary under the agreement are unconditionally guaranteed by the parent, the
corporate debt of which (or senior debt or claims paying ability of the financial entity's
guarantor) is rated, at the time of investment, "Aa3" or better by Moody's and "AA" or
better by S&P;
(8) Guaranteed investment contracts or similar funding agreements issued by
insurance companies, provided that either the long term corporate debt of such insurance
company, at the time of investment, is rated, at the time of investment, "Aa3" or better by
Moody's and "AA-" or better by S&P or which agreements me fully and continuously
secured by a valid and perfected first priority security interest in obligations described in
paragraph(1) or (2) of this definition, or that the following conditions are met: (a)the
market value of the collateral is maintained at levels acceptable to Moody's and S&P,
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(b)the Trustee or a third party acting solely as agent for the Trustee has possession of the
collateral, (c)the Trustee has a perfected first priority security interest in the collateral,
(d)the collateral is free and clear of third-parry liens, and (e)failure to maintain the
requisite collateral level will require the Trustee to liquidate collateral;
(9) Corporate commercial paper rated"P-1"or better by Moody's and"A-1+"
or better by S&P at the time of investment;
(10) Taxable government money market portfolios which are rated"AAAm"or
"AAAm-G"by S&P and "P-1"by Moody's (including funds for which the Trustee or an
affiliate provides investment advice or similar services);
(11) Deposits with the Local Agency Investment Fund of the State, as may
otherwise be permitted by law; and
(12) Shares in the Blackrock T-Fund.
"Person" means an individual, corporation, limited liability company, firm, association,
partnership, trust, or other legal entity or group of entities, including a governmental entity or
any agency or political subdivision thereof.
"Principal Account" means the account by that name within the Installment Payment
Fund established in accordance with Section 5.02 hereof.
"Principal Office" means the Trustee's principal corporate trust office in Los Angeles,
California.
"Prior Notes"has the meaning ascribed thereto in the recitals hereto.
"Prior Notes Trustee"means Union Bank,N.A., as trustee for the Prior Notes.
"Record Date" means, with respect to the interest payable on the Maturity Date, the 15"
day of such calendar month.
"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial
Services LLC business, its successors and assigns, except that if such entity shall no longer
perform the functions of a securities rating agency for any reason, the term "S&P" shall be
deemed to refer to any other nationally recognized securities rating agency selected by the
District
"State"means the State of California.
"Tax Certificate" means the Tax Certificate executed by the District at the time of
execution and delivery of the Notes relating to the requirements of section 148 of the Code, as
originally executed and as it may from time to time be amended in accordance with the
provisions thereof.
79141949.4 7
"Trust Agreement" means this Trust Agreement, dated as of October 1, 2013, by and
among the Trustee, the Corporation and the District, as originally executed and delivered and as
it may from time to time be amended or supplemented in accordance with the provisions hereof.
"Trustee" means Union Bank, N.A., a national banking association duly organized and
existing under the laws of the United States of America, or any other bank or trust company
which may at any time be substituted in its place as provided in Section 10.02 hereof.
"Written Certificate"and"Written Request'mean(a)with respect to the Corporation,
a written certificate or written request, respectively, signed in the name of the Corporation by an
Authorized Corporation Representative, and (b)with respect to the District, a written certificate
or written request, respectively, signed in the name of the District by an Authorized District
Representative. Any such certificate or request may, but need not, be combined in a single
instrument with any other instrument, opinion or representation, and the two or more so
combined shall be read and construed as a single instrument.
Section 1.02. Definitions in Installment Purchase Agreement. Except as otherwise
herein defined and unless the context otherwise requires, the terms defined in the Installment
Purchase Agreement shall for all purposes hereof and of any amendment hereof or supplement
hereto and of any report or other document mentioned herein have the meanings defined therein,
such definitions to be equally applicable to both the singular and plural forms of any of the terms
defined therein. With respect to any defined term which is given a different meaning under this
Trust Agreement than under the Installment Purchase Agreement, as used herein it shall have the
meaning given herein.
Section 1.03. Equal Security. In consideration of the acceptance of the Notes by the
Owners, this Trust Agreement shall be deemed to be and shall constitute a contract between the
Trustee and the Owners to secure the full and final payment of the interest and principal
evidenced by the Notes which may be executed and delivered hereunder, subject to each of the
agreements, conditions, covenants and terns contained herein; and all agreements, conditions,
covenants and terms contained herein required to be observed or performed by or on behalf of
the Trustee shall be for the equal and proportionate benefit,protection and security of all Owners
without distinction,preference or priority as to security or otherwise of any Notes over any other
Notes by reason of the number or date thereof or the time of execution or delivery thereof or for
any cause whatsoever,except as expressly provided herein or therein.
79141949.4 8
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ARTICLE II
TERMS AND CONDITIONS OF NOTES
Section 2.01. Preparation and Delivery of Notes. The Trustee is hereby authorized,
upon the Written Request of the District, to execute and deliver the Notes in the aggregate
principal amount of $[Par Amount], evidencing the aggregate principal amount of the
Installment Payment and each evidencing a direct, fractional undivided interest in the Installment
Payment, and the interest thereon. The Installment Payment evidenced by each Note shall
constitute the principal evidenced thereby and the interest on such Installment Payment shall
constitute the interest evidenced thereby. The Notes shall be numbered,with or without prefixes,
as directed by the Trustee.
Section 2.02. Denomination, Medium and Dating of Notes. The Notes shall be
designated as the "Orange County Sanitation District Revenue Refunding Certificate
Anticipation Notes, Series 2013A" and shall be prepared in the form of fully registered Notes,
without coupons, in Authorized Denominations and shall be payable in lawful money of the
United States of America. The Notes shall be dated the Closing Date and shall evidence interest
accruing from the Closing Date until the Maturity Date.
Section 2.03. Payment Date of Notes: Interest Computation. Except as otherwise
provided in the Letter of Representations, interest and principal evidenced by the Notes shall
become due and payable on the Maturity Date. Interest evidenced by the Notes shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Except as
otherwise provided in the Letter of Representations, payment of interest evidenced by the Notes
shall be made to the Owners thereof(as determined at the close of business on the Record Date
next preceding the Maturity Date or any other date fixed for payment) by check or draft of the
Trustee mailed to the address of each such Owner as it appears on the registration books
maintained by the Trustee pursuant to Section 2.07 hereof, or to such other address as may be
famished in writing to the Trustee by each such Owner. Except as otherwise provided in the
Letter of Representations, payment of principal evidenced by the Notes, on the Maturity Date,
shall be made only upon presentation and surrender of the Notes at the Principal Office.
Section 2.04. Form of Notes. The Notes shall be in substantially the form of Exhibit A
hereto, with necessary or appropriate insertions, omissions and variations as permitted or
required hereby.
Section 2.05. Execution of Notes and Replacement Notes. The Notes shall be
executed by the Trustee by the manual signature of an authorized signatory of the Trustee. The
Trustee shall deliver replacement Notes in the manner and as contemplated by this Article. Such
replacement Notes, shall be executed as herein provided and shall be in Authorized
Denominations.
Section 2.06. Transfer and Payment of Notes: Exchange of Notes. Each Note is
transferable by the Owner thereof, in person or by his attorney duly authorized in writing, at the
Principal Office, on the registration books maintained by the Trustee pursuant to the provisions
of Section 2.07 hereof, upon surrender of such Note for cancellation accompanied by delivery of
79141949A 9
a duly executed written instrument of transfer in a form acceptable to the Trustee. The Trustee
may treat the Owner of any Note as the absolute owner of such Note for all purposes, whether or
not the principal or interest evidenced by such Note shall be overdue,and the Trustee shall not be
affected by any knowledge or notice to the contrary; and payment of the interest and principal
evidenced by such Note shall be made only to such Owner, which payments shall be valid and
effectual to satisfy and discharge the liability evidenced by such Note to the extent of the sum or
sums so paid.
Whenever any Note shall be surrendered for transfer, the Trustee shall execute and
deliver a new Note or Notes evidencing principal in the same aggregate amount. The Trustee
shall require the payment by any Owner requesting such transfer of any tax or other
governmental charge required to be paid with respect to such transfer.
Each Note may be exchanged at the Principal Office for Notes evidencing principal in a
like aggregate principal amount in such Authorized Denominations as the Owner thereof may
request. The Trustee shall require the payment by the Owner requesting such exchange of any
tax or other governmental charge required to be paid with respect to such exchange.
Section 2.07. Note Reeistration Books. The Trustee shall keep at its Principal Office
sufficient books for the registration and transfer of the Notes, which books shall be available for
inspection and copying by the District at reasonable hours and under reasonable conditions; and
upon presentation for such purpose the Trustee shall,under such reasonable regulations as it may
prescribe, register or transfer the Notes on such books as hereinabove provided.
Section 2.08. Reserved.
Section 2.09. Notes Mutilated, Lost. Destroyed or Stolen. If any Note shall become
mutilated, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Note
evidencing a like principal amount and number in exchange and substitution for the Note so
mutilated, but only upon surrender to the Trustee of the Note so mutilated. Every mutilated Note
so surrendered to the Trustee shall be canceled by it. If any Note shall be lost, destroyed or
stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if such
evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given,
the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Note
evidencing a like principal amount, numbered as the Trustee shall determine, in lieu of and in
substitution for the Note so lost, destroyed or stolen. The Trustee may require payment of a sum
not exceeding the actual cost of preparing each new Note executed and delivered by it under this
Section and of the expenses which may be incurred by it under this Section. Any Note executed
and delivered under the provisions of this Section in lieu of any Note alleged to be lost,
destroyed or stolen shall be equally and proportionately entitled to the benefits hereof with all
other Notes executed and delivered hereunder, and the Trustee shall not be required to treat both
the original Note and any replacement Note as being Outstanding for the purpose of determining
the amount of Notes which may be executed and delivered hereunder or for the purpose of
determining any percentage of Notes Outstanding hereunder, but both the original and
replacement Note shall be treated as one and the same. Notwithstanding any other provision of
this Section, in lieu of executing and delivering a new Note for a Note which has been lost,
79141949.4 10
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destroyed or stolen and which evidences principal that is then payable, the Trustee may make
payment of such Note to the Owner thereof if so instructed by the District.
Whenever in this Trust Agreement provision is made for the cancellation by the Trustee
of any Notes, the Trustee shall destroy such Notes and deliver a certificate of such destruction to
the District.
Section 2.10. Book-Entry System. (a)The Notes shall be initially executed and
delivered as Book-Entry Notes, and the Notes shall be in the form of a separate single fully
registered Note. Upon initial execution and delivery of the Notes, the ownership of each Note
shall be registered in the registration books maintained by the Trustee in the name of the
Nominee, as nominee of the Depository. Payment of principal or interest evidenced by any
Book-Entry Note registered in the name of the Nominee shall be made on the Maturity Date by
wire transfer of New York clearing house or equivalent next day funds or by wive transfer of
same day funds to the account of the Nominee. Such payments shall be made to the Nominee at
the address which is, on the Record Date, shown for the Nominee in the registration books
maintained by the Trustee.
(b) With respect to Book-Entry Notes, the District, the Corporation and the Trustee
shall have no responsibility or obligation to any Participant or to any Person on behalf of which
such a Participant holds an interest in such Book-Entry Notes. Without limiting the immediately
preceding sentence, the District, the Corporation and the Trustee shall have no responsibility or
obligation with respect to (i)the accuracy of the records of the Depository, the Nominee or any
Participant with respect to any ownership interest in Book-Entry Notes, (it)the delivery to any
Participant or any other Person, other than an Owner as shown in the registration books
maintained by the Trustee, of any notice with respect to Book-Entry Notes, (iii)the selection by
the Depository and its Participants of the beneficial interests in Book-Entry Notes to be prepaid
in the event Notes are prepaid in part, (iv)the payment to any Participant or any other Person,
other than an Owner as shown in the registration books maintained by the Trustee, of any
amount with respect to principal or interest evidenced by Book-Entry Notes, or (v) any consent
given or other action taken by the Depository as Owner.
(c) The District, the Corporation and the Trustee may treat and consider the Person in
whose name each Book-Entry Note is registered in the registration books maintained by the
Trustee as the absolute Owner of such Book-Entry Note for the purpose of payment of principal
and interest evidenced by such Note, for the purpose of selecting any Notes, or portions thereof,
to be prepaid, for the purpose of giving notices of matters with respect to such Note, for the
purpose of registering transfers with respect to such Note, for the purpose of obtaining any
consent or other action to be taken by Owners and for all other purposes whatsoever, and the
District,the Corporation and the Trustee shall not be affected by any notice to the contrary.
(d) Reserved.
(e) The Trustee shall pay all principal and interest evidenced by the Notes to the
respective Owner, as shown in the registration books maintained by the Trustee, or his respective
attorney duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the obligations with respect to payment of principal and interest evidenced
791419494 11
by the Notes to the extent of the sum or sums so paid. No Person other than an Owner, as shown
in the registration books maintained by the Trustee, shall receive a Note evidencing principal and
interest evidenced by the Notes. Upon delivery by the Depository to the Owners, the Trustee and
the District of written notice to the effect that the Depository has determined to substitute a new
nominee in place of the Nominee, and subject to the provisions herein with respect to Record
Date,the word Nominee in this Trust Agreement shall refer to such nominee of the Depository.
(f) To qualify the Book-Entry Notes for the Depository's book-entry system, the
District shall execute and deliver to the Depository a Letter of Representations. The execution
and delivery of a Letter of Representations shall not in any way impose upon the Corporation,
the District or the Trustee any obligation whatsoever with respect to Persons having, interests in
such Book-Entry Notes other than the Owners, as shown on the registration books maintained by
the Trustee. Such Letter of Representations may provide the time, form, content and manner of
transmission, of notices to the Depository. In addition to the execution and delivery of a Letter
of Representations by the District, the District, the Corporation and the Trustee shall take such
other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify
Book-Entry Notes for the Depository's book-entry program.
(g) If the District determines that it is in the best interests of the Beneficial Owners
that they be able to obtain certificated Notes and that such Notes should therefore be made
available and notifies the Depository and the Trustee of such determination, the Depository will
notify the Participants of the availability through the Depository of certificated Notes. In such
event, the Trustee shall transfer and exchange certificated Notes as requested by the Depository
and any other Owners in appropriate amounts. If(i)the Depository determines not to continue to
act as securities depository for Book-Entry Notes, or (ii)the Depository shall no longer so act
and gives notice to the Trustee of such determination, then the District shall discontinue the
Book-Entry system with the Depository. If the District determines to replace the Depository
with another qualified securities depository, the District shall prepare or direct the preparation of
a new single, separate, fully registered Note for such Book-Entry Notes, registered in the name
of such successor or substitute qualified securities depository or its nominee. If the District fails
to identify another qualified securities depository to replace the Depository, then the Notes shall
no longer be restricted to being registered in the registration books maintained by the Trustee in
the name of the Nominee, but shall be registered in whatever name or names the Owners
transferring or exchanging such Notes shall designate, in accordance with the provisions of
Sections 2.06 and 2.09 hereof. Whenever the Depository requests the District to do so, the
District will cooperate with the Depository in taking appropriate action after reasonable notice
(i) to make available one or more separate certificates evidencing the Book-Entry Notes to any
Participant having Book-Entry Notes credited to its account with the Depository, and (ii)to
arrange for another securities depository to maintain custody of certificates evidencing the Book-
Entry Notes.
(h) Notwithstanding any other provision of this Trust Agreement to the contrary, if
DTC is the sole Owner of the Notes, so long as any Book-Entry Note is registered in the name of
the Nominee, all payments of principal and interest evidenced by such Note and all notices with
respect to such Note shall be made and given, respectively, as provided in the Letter of
Representations or as otherwise instructed by the Depository.
09141949.4 12
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(i) In connection with any notice or other communication to be provided to Owners
pursuant to the Trust Agreement by the District, the Corporation or the Trustee, with respect to
any consent or other action to be taken by Owners, the Trustee shall establish a record date for
such consent or other action and give the Depository notice of such record date not less than 15
calendar days in advance of such record date to the extent possible. Notice to the Depository
shall be given only when DTC is the sole Owner of the Notes.
ARTICLE III
PROCEEDS OF NOTES
Section 3.01. Delivery of Notes. The Trustee is hereby authorized to execute the Notes
and deliver them to the original purchaser thereof upon receipt of a Written Request of the
District and on receipt of the proceeds of sale of the Notes.
Section 3.02. Deposit and Transfer of Proceeds of Notes. On the Closing Date, the
Trustee shall transfer the net proceeds received by the Trustee from the sale of the Notes in the
amount of$ to the Prior Notes Trustee for deposit in the Installment Payment Fund
relating to the Prior Notes. In addition, on the Closing Date the Trustee shall deposit in the Costs
of Issuance Fund the amount of$ received from the District as an equity contribution.
Section 3.03. Costs of Issuance Fund. The Trustee shall establish and maintain a
separate special fund to be held by the Trustee known as the Costs of Issuance Fund. There shall
be deposited in the Costs of Issuance Fund on the Closing Date the amount required to be
deposited therein pursuant to Section 3.02 hereof. The Trustee shall disburse moneys from the
Costs of Issuance Fund on such dates and in such amounts as are necessary to pay Costs of
Issuance, in each case upon the Written Request of the District stating the Person to whom
payment is to be made, the amount to be paid, the purpose for which the obligation was incurred
and that such payment is a proper charge against the Costs of Issuance Fund. On the date that is
six months after the Closing Date, the Trustee shall transfer any amounts then remaining in the
Costs of Issuance Fund to the Installment Payment Fund. Upon such transfer, the Costs of
Issuance Fund shall be closed.
ARTICLE IV
NO PREPAYMENT OF NOTES
Section 4.01. No Prepayment. The Notes are not subject to prepayment prior to the
Maturity Date.
ARTICLE V
ASSIGNMENT AND PLEDGE; FUNDS AND ACCOUNTS
Section 5.01. Assignment and Pledge. The Corporation hereby transfers, conveys and
assigns to the Trustee, for the benefit of the Owners, all of the Corporation's rights, title and
interest in and to the Installment Purchase Agreement (excepting its rights to indemnification
thereunder), including the right to receive the Installment Payment, and the interest thereon, from
79141949.4 13
the District and the right to exercise any remedies provided therein in the event of a default by
the District thereunder. The Trustee hereby accepts said transfer, conveyance and assignment,
solely in its capacity as Trustee, for the benefit of the Owners, subject to the provisions of this
Trust Agreement. All of the Installment Payment, and the interest thereon, shall be paid directly
by the District to the Trustee, and if received by the Corporation at any time shall be deposited
by the Corporation with the Trustee immediately upon the receipt thereof.
To secure the respective rights of the Owners to the payments required to be made thereto
as provided herein, the Corporation and the District hereby irrevocably pledge to the Trustee, for
the benefit of the Owners, all of their right, fitle and interest, if any, in and to all amounts on
deposit from time to time in the funds and accounts established hereunder. This pledge shall
constitute a first lien on the amounts on deposit in such funds and accounts.
Section 5.02. Installment Payment Fund. (a) The Trustee shall establish and maintain
the Installment Payment Fund until the required Installment Payment and the interest thereon, is
paid in full pursuant to the Installment Purchase Agreement and until the first date upon which
the Notes are no longer Outstanding. The Trustee shall deposit in the Installment Payment Fund
the Installment Payment, and the interest thereon, paid by the District and received by the
Trustee. The moneys in the Installment Payment Fund shall be held in trust by the Trustee for
the benefit of the Owners and shall be used and disbursed only for the purposes and uses herein
authorized.
(b) The Trustee shall transfer the amounts on deposit in the Installment Payment
Fund, at the times and in the manner hereinafter provided, to the following respective accounts
within the Installment Payment Fund, each of which the Trustee hereby agrees to establish and
maintain until the required Installment Payment, and the interest thereon, is paid in full pursuant
to the Installment Purchase Agreement and until the first date upon which the Notes are no
longer Outstanding. The moneys in each of such accounts shall be held in trust by the Trustee
for the benefit of the Owners and shall be used and disbursed only for the purposes and uses
herein authorized.
(i) Interest Account. The Trustee, on or before the Maturity Date, shall
deposit in the Interest Account that amount of moneys representing the interest on the
Installment Payment coming due on such date. Moneys in the Interest Account shall be
used by the Trustee for the purpose of paying the interest evidenced by the Notes when
due and payable.
(ii) Principal Account. The Trustee, on or before the Maturity Date, shall
deposit in the Principal Account that amount of moneys representing the Installment
Payment coming due on such date. Moneys in the Principal Account shall be used by the
Trustee for the purpose of paying the principal evidenced by the Notes when due and
payable.
Section 5.03. Investment of Moneys. Except as otherwise provided herein, all moneys
in any of the funds or accounts established pursuant to this Trust Agreement shall be invested by
the Trustee solely in Permitted Investments, as directed by the District pursuant to a Written
Request of the District at least two (2) Business Days prior to the making of such investment.
79141949.4 14
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Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments
maturing not later than the date on which it is estimated that such moneys will be required for the
purposes specified in this Trust Agreement. Absent timely written direction from the District,
the Trustee shall invest any funds held by it in Permitted Investments described in clause (12) of
the definition thereof. Permitted Investments that are registemble securities shall be registered in
the name of the Trustee. All interest, profits and other income received from the investment of
moneys in any fund or account established pursuant to this Trust Agreement shall be retained
therein.
Permitted Investments acquired as an investment of moneys in any fund or account
established under this Trust Agreement shall be credited to such fund or account. For the
purpose of determining the amount in any fund, all Permitted Investments credited to such fund
shall be valued by the Trustee at the market value thereof.
The Trustee or an affiliate may act as principal or agent in the making or disposing of any
investment. The Trustee shall sell or present for redemption any Penn tted Investment whenever
it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or
disbursement from the fund or account to which such Permitted Investment is credited, and the
Trustee shall not be liable or responsible for any loss resulting from any investment made or sold
pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any
of the funds and accounts established hereunder.
The Trustee is hereby authorized, in making or disposing of any investment permitted by
this Section, to deal with itself (in its individual capacity) or with any one or more of its
affiliates, whether or not such affiliate is acting as an agent of the Trustee or for any third Person
or dealing as principal for its own account.
Section 5.04. Brokerage Confirmations. The Trustee shall famish the District periodic
cash transaction statements which include detail for all investment transactions effected by the
Trustee or brokers selected by the District. Upon the District's election, such statements will be
delivered via the Trustee's online service and upon electing such service, paper statements will
be provided only upon request. The District waives the right to receive brokerage confirmations
of security transactions effected by the Trustee as they occur,to the extent permitted by law. The
District further understands that trade confirmations for securities transactions effected by the
Trustee will be available upon request and at no additional cost and other trade confirmations
may be obtained from the applicable broker.
ARTICLE VI
COVENANTS
Section 6.01. Compliance with Trust Agreement. The Trustee will not execute or
deliver any Notes in any manner other than in accordance with the provisions hereof, and the
Corporation and the District will not suffer or permit any default by them to occur hereunder, but
will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants
and terms hereof required to be complied with,kept, observed and performed by them.
79141949.4 15
Section 6.02. Compliance with Installment Purchase Agreement, The Corporation
and the District will faithfully comply with, keep, observe and perform all the agreements,
conditions, covenants and terms contained in the Installment Purchase Agreement required to be
complied with, kept, observed and performed by them and, together with the Trustee, will
enforce the Installment Purchase Agreement against the other party thereto in accordance with its
terms.
Section 6.03. Compliance with Master Agreement. The Corporation and the District
will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants
and terns contained in the Master Agreement required to be complied with, kept, observed and
performed by them and,together with the Trustee,will enforce the Master Agreement against the
other party thereto in accordance with its terms.
Section 6.04. Observance of Laws and Regulations. The Corporation and the District
will faithfully comply with, keep, observe and perform all valid and lawful obligations or
regulations now or hereafter imposed on them by contract, or prescribed by any law of the
United States of America or of the State, or by any officer, board or commission having
jurisdiction or control, as a condition of the continued enjoyment of each and every franchise,
right or privilege now owned or hereafter acquired by them, including their right to exist and
carry on their respective businesses,to the end that such franchises, rights and privileges shall be
maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.
Section 6.05. Other Liens. None of the Trustee, the Corporation or the District shall
create or suffer to be created any pledge of or lien on the amounts on deposit in any of the funds
or accounts created hereunder, other than the pledge and lien hereof.
Section 6.06. Prosecution and Defense of Suits. The District will defend against every
action, suit or other proceeding at any time brought against the Trustee or any Owner upon any
claim arising out of the receipt, deposit or disbursement of any of the Installment Payment, or the
interest thereon, or involving the rights of the Trustee or any Owner hereunder; provided,
however, that the Trustee or any Owner at its or his election may appear in and defend any such
action, suit or other proceeding.
Section 6.07. Accounting Records and Statements. The Trustee will keep proper
accounting records in which complete and correct entries shall be made of all transactions made
by the Trustee relating to the receipt, deposit and disbursement of the Installment Payment, and
the interest thereon, and such accounting records shall be available for inspection by the
Corporation and the District at reasonable hours and under reasonable conditions. The Trustee
shall not be obligated to provide an accounting for any fund or account that (a) has a balance of
$0.00 and (b)has not had any activity since the last reporting date. The Trustee will, upon
written request, make copies of the foregoing available to any Owner (at the expense of such
Owner).
79141949.4 16
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Section 6.08. Tax Covenants.
(a) Special Definitions. When used in this Section, the following terms shall have the
following meanings:
"Bond Counsel" means Fulbright& Jaworski LLP or any other counsel of recognized
national standing in the field of law relating to municipal bonds, appointed and paid by the
District and reasonably satisfactory to and approved by the Trustee.
"Computation Date" has the meaning set forth in section 1.148-1(b) of the Tax
Regulations.
"Computation Period' means, initially, that period commencing on the date of the
execution and delivery of the Notes and concluding on the initial Computation Date and,
thereafter, each period commencing on the day next following a Computation Date and
concluding on the immediately succeeding Computation Date.
"Gross Proceeds" of any issue of governmental obligations means any proceeds as
defined in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and
transferred proceeds) of that issue, and any replacement proceeds as defined in
section 1.148-1(c)of the Tax Regulations, of that issue.
"Investment"has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
"Nonpurpose Investment"means any investment property, as defined in section 148(b)of
the Code, in which Gross Proceeds of an issue are invested and that is not acquired to carry out
the governmental purposes of that issue.
"Opinion of Bond Counsel" means a written opinion of Fulbright& Jaworski LLP or any
other counsel of recognized national standing in the field of law relating to municipal bonds,
appointed and paid by the District and reasonably satisfactory to and approved by the Trustee.
"Prior Issue" shall refer to the Prior Notes (but in the case of any of the foregoing
executed and delivered for multiple purposes, only to the portion thereof allocable pursuant to
section 1.148-9(h)(4) of the Tax Regulations to other than refunding purposes).
"Proceeds," with respect to an issue of governmental obligations, has the meaning set
forth in has the meaning set forth in section 1.148-1(b)of the Tax Regulations (referring to sales,
investment and transferred proceeds,but not replacement proceeds).
"Tax Regulations" means the United States Treasury Regulations promulgated pursuant
to sections 103 and 141 through 150 of the Code.
"Yield' of (i) any Investment has the meaning set forth in section 1.148-5 of the Tax
Regulations and (ii) in respect of the Notes has the meaning set forth in section 1.148-4 of the
Tax Regulations.
99141949.4 17
(b) Exclusion of Interest from Gross Income. The District will take all actions
necessary to establish and maintain the exclusion pursuant to section 103(a) of the Code of
interest on the Notes from the gross income of the owners thereof for federal income tax
purposes, and will not use, permit the use of, or omit to use Gross Proceeds of the Notes or any
other amounts (or any property the acquisition, construction or improvement of which is to be
refinanced directly or indirectly with Gross Proceeds) in a manner that if made or omitted,
respectively, would cause the interest on any Note to fail to be excluded pursuant to section
103(a) of the Code from the gross income of the owners thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until the Trustee receives a written
Opinion of Bond Counsel to the effect that failure to comply with such covenant will not
adversely affect the exclusion pursuant to section 103(a) of the Code of interest on any Note
from the gross income of the owner thereof, the District shall comply with this covenant and
each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as would not cause any Note to
become a "private activity bond" within the meaning of section 141 of the Code and the Tax
Regulations and rulings thereunder, the District shall at all times prior to the payment and
cancellation of the last of the Notes to be retired:
(i) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Notes and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with terms different than those
applicable to the general public) or any property acquired, constructed or improved with
such Gross Proceeds or the Gross Proceeds of any Prior Issue in any activity carried on
by any person or entity (including the United States or any agency, department and
instrumentality thereof) other than a state or local government, unless such use is solely
as a member of the general public; and
(ii) does not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the Notes or
of any Prior Issue, or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than
taxes of general application within the jurisdiction of the District or interest earned on
investments acquired with such Gross Proceeds pending application for their intended
purposes.
(d) No Private Loan. Except as would not cause any Note to become a "private
activity bond" within the meaning of section 141 of the Code and the Tax Regulations and
rulings thereunder, the District shall not use of Gross Proceeds of the Notes to make or finance
loans to any person or entity other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be `loaned" to a person or entity if-
(i)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such
person or entity in a transaction that creates a debt for federal income tax purposes; (ii) capacity
in or service from such property is committed to such person or entity under a take-or-pay,
output or similar contract or arrangement; or (iii) indirect benefits of such Gross Proceeds, or
burdens and benefits of ownership of any property acquired, constructed or improved with such
79141949.4 18
Return b Mende Report
Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a
loan. For purposes of this covenant, the District will treat any transaction constituting a loan of
Gross Proceeds of any of the Prior Issues as resulting in a loan of Gross Proceeds of the Notes.
(e) Not to Invest at Higher Yield. Except as would not cause any Note to become an
"arbitrage bond" within the meaning of section 148 of the Code and the Tax Regulations and
rulings thereunder,the District will not, at any time prior to the final cancellation of the last Note
to be retired, directly or indirectly invest Gross Proceeds of the Notes in any Investment, if as a
result of that investment the yield of any Investment acquired with Gross Proceeds of the Notes,
whether then held or previously disposed of, would materially exceed the yield of the Notes
within the meaning of said section 148.
(f) Not Federally Guaranteed. Except to the extent such action or failure to act
would not, pursuant to section 149(b) of the Code and the Tax Regulations and rulings
thereunder, adversely affect the exclusion pursuant to section 103(a) of interest on the Notes
from the gross income of the owners thereof for federal income tax purposes,the District will not
take or omit to take any action that would cause any Note to be "federally guaranteed"within the
meaning of section 149(b)of the Code and the Tax Regulations and rulings thereunder.
(g) Information Report. The District will timely file any information necessary to the
exclusion pursuant to section 103(a) of the Code of interest on the Notes required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary of the Treasury may prescribe.
(h) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Tax Regulations and rulings thereunder, the District will not at any time prior
to the final cancellation of the last of the Notes to be retired, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to section 148(f) of the
Code because such transaction results in a smaller profit or a larger loss than would have resulted
if the transaction had been at arm's length and had the yield on the Notes not been relevant to
either party.
(i) Notes Satisfy Section 149(g). The District represents that none of the Prior Issue
or the Notes are or will become"hedge bonds"within the meaning of section 149(g)of the Code.
Without limitation of the foregoing,with respect to the Prior Issue, (i)(A) on the date of issuance
of that issue the District reasonably expected (based upon its own knowledge and upon
representations made by other governmental persons upon the issuance of those obligations) that
within the three-year period commencing on such date no less than 85% of the spendable
proceeds of that issue would be expended for the governmental purposes thereof and (B) the
District believes and represents that at no time has more than 50% of the proceeds of that issue
been invested in Nonpurpose Investments having a substantially guaranteed yield for a period of
four years or more, and with respect to the application of Proceeds of the Notes other than for
refunding purposes, (ii)(A) the District will not deliver the Notes unless on the date of the
issuance of the Notes it reasonably expects that within the three-year period commencing on
such date of issuance at least 85% of such spendable proceeds of the Notes will be expended for
the governmental purpose of the Notes and (B) at no time will more than 50% of such spendable
79141949.4 19
proceeds of the Notes be invested in Nonpurpose Investments having a substantially guaranteed
yield for a period of four years or more.
0) Elections. The District hereby directs and authorizes any Authorized
Representative to make elections permitted or required pursuant to the provisions of the Code or
the Tax Regulations, as such Authorized Representative (after consultation with Bond Counsel)
deems necessary or appropriate in connection with the Notes, in the Tax Certificate relating to
the Notes or similar or other appropriate certificate, form or document.
(k) Tax Certificate. The District agrees to execute and deliver in connection with the
execution and delivery of the Notes a Tax Certificate as to Arbitrage and the Provisions of
Sections 141-150 of the Internal Revenue Code of 1986, or similar document containing
additional representations and covenants pertaining to the exclusion of interest with respect to
the Notes from the gross income of the owners thereof for federal income tax purposes (the "Tax
Certificate"), which representations and covenants are incorporated as though expressly set forth
herein.
Section 6.09. Continuine Disclosure. The District will comply with and carry out all of
the provisions of the Continuing Disclosure Agreement applicable to it. Notwithstanding any
other provision of this Trust Agreement, failure of the District to comply with the Continuing
Disclosure Agreement shall not be considered an Event of Default; provided, however, the
Trustee, at the request of any Participating Underwriter or the Owners of at least 25% aggregate
principal amount of Outstanding Notes and upon being indemnified to its reasonable satisfaction,
shall, or any Owner or Beneficial Owner of Notes may take such actions as may be necessary
and appropriate to compel performance, including seeking mandate or specific performance by
court order.
Section 6.10. Further Assurances. The District will promptly execute and deliver or
cause to be executed and delivered all such other and further assurances, documents or
instruments and promptly do or cause to be done all such other and further things as may be
necessary or reasonably required in order to carry out the purposes and intentions of this Trust
Agreement and for preserving and protecting the rights and interests of the Owners.
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01. Action upon Event of Default. An Event of Default under the Installment
Purchase Agreement shall constitute an Event of Default hereunder and an Event of Default
under the Master Agreement shall constitute an Event of Default hereunder. The Trustee may
give notice, as assignee of the Corporation, of an Event of Default under the Installment
Purchase Agreement to the District, and shall do so if directed to do so by the Owners of not less
than 5%of the aggregate principal evidenced by Notes then Outstanding. In each and every case
during the continuance of an Event of Default, the Trustee may and, at the direction of the
Owners of not less than a majority of the aggregate principal evidenced by Notes then
Outstanding, shall, upon notice in writing to the District and the Corporation (a)exercise any of
the remedies granted to the Corporation under the Installment Purchase Agreement, (b) exercise
79141949.4 20
Return b Mende Report
any of the remedies granted to the Trustee under the Master Agreement, and (c)take whatever
action at law or in equity may appear necessary or desirable to enforce its rights pursuant to this
Trust Agreement,the Installment Purchase Agreement or the Master Agreement or to protect and
enforce any of the rights vested in the Trustee or the Owners by this Trust Agreement, the Notes,
the Installment Purchase Agreement or the Master Agreement, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or
for the enforcement of any other legal or equitable right, including any one or more of the
remedies set forth in Section 7.02 hereof.
Section 7.02. Other Remedies of the Trustee. Subject to the provisions of Section 7.01
hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce
its rights against the Corporation or the District or any member, director, officer or employee
thereof, and to compel the Corporation or the District or any such member, director, officer or
employee to perform or carry out its or his or her duties under law and the agreements and
covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which we unlawful or violate the
rights of the Trustee; or
(c) by suit in equity upon the happening of any Event of Default hereunder to require
the Corporation and the District to account as the trustee of an express trust.
Section 7.03. Non-Waiver. A waiver of any default or breach of duty or contract by the
Trustee or the Owners shall not affect any subsequent default or breach of duty or contract or
impair any rights or remedies on any such subsequent default or breach of duty or contract. No
delay or omission by the Trustee or the Owners to exercise any right or remedy accruing upon
any default or breach of duty or contract shall impair any such right or remedy or shall be
construed to be a waiver of any such default or breach of duty or contract or an acquiescence
therein, and every right or remedy conferred upon the Trustee or the Owners by law or by this
Article may be enforced and exercised from time to time and as often as the Trustee shall deem
expedient.
If any action, proceeding or suit to enforce any right or to exercise any remedy is
abandoned or determined adversely to the Trustee or any Owner, then subject to any adverse
determination, the Trustee, such Owner,the Corporation and the District shall be restored to their
former positions, rights and remedies as if such action, proceeding or suit had not been brought
or taken.
Section 7.04. Remedies Not Exclusive. Subject to the provisions of Section 7.01
hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of
any other remedy, and each such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing in law or in equity or by statute or
otherwise and may be exercised without exhausting and without regard to any other remedy
conferred by any law. The assertion or employment of any right or remedy hereunder, or
79141949.4 21
otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other
appropriate right or remedy.
Section 7.05. Application of Amounts After Default. All damages or other payments
received by the Trustee for the enforcement of any rights and powers of the Trustee under this
Article shall be deposited into the Installment Payment Fund and as soon as practicable thereafter
applied:
(a) to the payment of all amounts due the Trustee under Section 8.03 hereof;
(b) unless the unpaid Installment Payment, and the interest thereon, shall have
become, and shall remain, immediately due and payable pursuant to the Master Agreement:
(i) to the payment of all amounts then due for interest evidenced by the
Notes, in respect of which, or for the benefit of which, money has been collected (other
than Notes which have become payable prior to such Event of Default and money for the
payment of which is held by the Trustee), ratably without preference or priority of any
kind, according to the amounts of interest evidenced by such Notes due and payable; and
(ii) to the payment of all amounts then due for principal evidenced by the
Notes, in respect of which, or for the benefit of which, money has been collected (other
than Notes which have become payable prior to such Event of Default and money for the
payment of which is held by the Trustee), ratably without preference or priority of any
kind, according to the amounts of principal evidenced by such Notes due and payable.
(c) if the unpaid Installment Payment, and the interest thereon, shall have become,
and shall remain, immediately due and payable pursuant to the Master Agreement, to the
payment of all amounts then due for principal and interest evidenced by the Notes and, if the
amount available therefor shall not be sufficient to pay in full the whole amount so due and
unpaid, then to the payment thereof ratably, without preference or priority of principal over
interest, or of interest over principal, or of any installment of interest over any other installment
of interest, or of any Note over any other Note, to the persons entitled thereto without any
discrimination or preference.
Section 7.06. Trustee May Enforce Claims Without Possession of Notes. All rights
of action and claims under this Trust Agreement or the Notes may be prosecuted and enforced by
the Trustee without the possession of any of the Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Owners of the Notes in respect of
which such judgment has been recovered.
Section 7.07. Limitation on Suits. No Owner shall have any right to institute any
proceeding,judicial or otherwise,with respect to this Trust Agreement, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless (a) such Owner shall have
previously given written notice to the Trustee of a continuing Event of Default hereunder, (b)the
Owners of not less than a majority of the aggregate principal evidenced by Notes then
79141949.4 22
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Outstanding shall have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder, (c) such Owner or Owners shall
have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities to be incurred in compliance with such request, (d)the Trustee for 60
days after its receipt of such notice, request and offer of indemnity shall have failed to institute
any such proceedings, and(e)no direction inconsistent with such written request shall have been
given to the Trustee during such 60-day period by the Owners of a majority of the aggregate
principal evidenced by Notes then Outstanding; it being understood and intended that no one or
more Owners of Notes shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Trust Agreement to affect, disturb or prejudice the rights of any other
Owner of Notes, or to obtain or seek to obtain priority or preference over any other Owner or to
enforce any right under this Trust Agreement, except in the manner herein provided and for the
equal and ratable benefit of all the Owners of Notes.
Section 7.08. No Liability by the Corporation to the Owner. Except as expressly
provided herein, the Corporation shall not have any obligation or liability to the Owners with
respect to the payment when due of the Installment Payment, and the interest thereon, by the
District, or with respect to the performance by the District of the other agreements and covenants
required to be performed by it contained in the Installment Purchase Agreement, the Master
Agreement or herein, or with respect to the performance by the Trustee of any right or obligation
required to be performed by it contained herein.
Section 7.09. No Liability by the District to the Owners. Except for the payment
when due of the Installment Payment, and the interest thereon, and the performance of the other
agreements and covenants required to be performed by it contained in the Installment Purchase
Agreement,the Master Agreement or herein, the District shall not have any obligation or liability
to the Owners with respect to this Trust Agreement or the preparation, execution, delivery or
transfer of the Notes or the disbursement of the Installment Payment, and the interest thereon,by
the Trustee to the Owners, or with respect to the performance by the Trustee of any right or
obligation required to be performed by it contained herein.
Section 7.10. No Liability of the Trustee to the Owners. Except as expressly provided
herein, the Trustee shall not have any obligation or liability to the Owners with respect to the
payment when due of the Installment Payment, and the interest thereon, by the District, or with
respect to the performance by the Corporation or the District of the other agreements and
covenants required to be performed by them, respectively, contained in the Installment Purchase
Agreement or herein.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Employment of the Trustee; Duties. The Corporation and the District
hereby appoint and employ the Trustee to receive, deposit and disburse the Installment Payment,
and the interest thereon, to prepare, execute, deliver and transfer the Notes and to perform the
other functions contained herein, all in the manner provided herein and subject to the conditions
and terms hereof. By executing and delivering this Trust Agreement, the Trustee accepts the
791419494 23
appointment and employment hereinabove referred to and accepts the rights and obligations of
the Trustee provided herein, subject to the conditions and terms hereof Other than when an
Event of Default hereunder has occurred and is continuing, the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this Trust Agreement, and no
implied covenants or obligations shall be read into this Trust Agreement against the Trustee. In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs.
Section 8.02. Removal and Resignation of the Trustee. The Corporation and the
District may, by an instrument in writing, remove the Trustee initially a party hereto and any
successor thereto unless an Event of Default shall have occurred and then be continuing, and
shall remove the Trustee initially a party hereto and any successor thereto if at any time
(a)requested to do so by an instrument or concurrent instruments in writing signed by the
Owners of a majority of the aggregate principal evidenced by the Notes at the time Outstanding
(or their attorneys duly authorized in writing), or (b)the Trustee shall cease to be eligible in
accordance with the following paragraph, and shall appoint a successor Trustee. The Trustee
shall be a bank having trust powers or a trust company in good standing in or incorporated under
the laws of the United States or any state thereof, having (or if such bank or trust company is a
member of a bank holding company system, its parent bank holding company shall have) a
combined capital and surplus of at least $75,000,000, and be subject to supervision or
examination by federal or state banking authorities. If such bank or trust company publishes a
report of condition at least annually, pursuant to law or to the requirements of any supervising or
examining authority above referred to, then for the purposes of this Section the combined capital
and surplus of such bank or trust company shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
The Trustee may at any time resign by giving written notice of such resignation to the
Corporation and the District and by giving notice, by first class mail, postage prepaid, of such
resignation to the Owners at their addresses appearing on the registration books maintained by
the Trustee. Upon receiving such notice of resignation, the Corporation and the District shall
promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the
event the District and the Corporation do not appoint a successor Trustee within 30 days
following receipt of such notice of resignation, the resigning Trustee may, at the expense of the
District, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any
resignation or removal of a Trustee and appointment of a successor Trustee shall become
effective only upon acceptance of appointment by the successor Trustee. Any successor Trustee
appointed under this Trust Agreement shall signify its acceptance of such appointment by
executing and delivering to the District and the Corporation and to its predecessor Trustee a
written acceptance thereof, and thereupon such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the moneys, estates, properties, rights, powers,
trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named
Trustee herein; but,nevertheless, at the written request of the District or of the successor Trustee,
such predecessor Trustee shall execute and deliver any and all instruments of conveyance or
further assurance and do such other things as may reasonably be required for more fully and
certainly vesting in and confirming to such successor Trustee all the right, title and interest of
79141949.4 24
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such predecessor Trustee in and to any property held by it under this Trust Agreement and shall
pay over, transfer, assign and deliver to the successor Trustee any money or other property
subject to the trusts and conditions herein set forth.
Any corporation, association or agency into which the Trustee may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole, or any corporation or association
resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party,
provided that such entity meets the combined capital and surplus requirements of this Section,
ipso facto, shall be and become successor trustee under this Trust Agreement and vested with all
the trusts, powers, discretion, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 8.03. Compensation and Indemnification of the Trustee. The District shall
from time to time, subject to any written agreement then in effect with the Trustee, pay the
Trustee reasonable compensation for all its services rendered hereunder and reimburse the
Trustee for all its reasonable advances and expenditures (which shall not include "overhead
expenses" except as such expenses are included as a component of the Trustee's stated annual
fees or disclosed transaction fees) hereunder, including but not limited to advances to and
reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other
experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys
retained by the Trustee, employed by it in the exercise and performance of its rights and
obligations hereunder; provided, however, that the Trustee shall not have any lien for such
compensation or reimbursement against any moneys held by it in any of the funds or accounts
established hereunder. The Trustee may take whatever legal actions are lawfully available to it
directly against the Corporation or the District.
Except as otherwise expressly provided herein, no provision of this Trust Agreement
shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers
hereunder.
The District, to the extent permitted by law, agrees to indemnify and save the Trustee, its
directors, officers, employees and agents harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties hereunder, including but not limited to
costs and expenses incurred in defending against any claim or liability, which we not due to its
negligence or willful misconduct.
Section 8.04. Protection of the Trustee. The Trustee shall be protected and shall incur
no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent,
notice, request, requisition, resolution, statement, waiver or other paper or document which it
shall in good faith believe to be genuine and to have been adopted, executed or delivered by the
proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty
to make any investigation or inquiry as to any statements contained or matters referred to in any
such instrument, but may accept and rely upon the same as conclusive evidence of the truth and
791419494 25
accuracy of such statements. The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Trust Agreement at the request or direction of any of the
Owners of the Notes pursuant to this Trust Agreement, unless such Owners shall have offered to
the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction. The Trustee may consult with counsel, who may be counsel to the Corporation or the
District, with regard to legal questions, and the opinion of such counsel shall be full and
complete authorization and protection in respect to any action taken or suffered by it hereunder
in good faith in accordance therewith.
The Trustee shall not be responsible for the sufficiency of the Notes or the Installment
Purchase Agreement, or of the assignment made to it hereunder, or for statements made in the
preliminary or final official statement relating to the Notes.
The Trustee shall not be required to take notice or be deemed to have notice of any
default or Event of Default hereunder, except failure of any of the payments to be made to the
Trustee required to be made hereunder or under the Installment purchase Agreement, unless the
Trustee shall be specifically notified in writing of such default or Event of Default by the
District, the Corporation or the Owners of not less than 5% of the aggregate principal evidenced
by the Notes then Outstanding.
Whenever in the administration of its rights and obligations hereunder the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter(unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a Written Certificate of
the District or a Written Certificate of the Corporation, and such certificate shall be full warrant
to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof,
but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as it deems reasonable.
The Trustee may buy, sell, own, hold and deal in any of the Notes and may join in any
action which any Owner may be entitled to take with like effect as if the Trustee were not a party
hereto. The Trustee, either as principal or agent, may also engage in or be interested in any
financial or other transaction with the Corporation or the District, and may act as agent,
depository or trustee for any committee or body of Owners or of owners of obligations of the
Corporation or the District as freely as if it were not the Trustee hereunder.
The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers
hereof and perform any rights and obligations required of it hereunder by or through agents,
attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust
and its rights and obligations hereunder, and the Trustee shall not be answerable for the
negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable
cue; provided, however, that in the event of any negligence or misconduct of any such attorney,
agent or receiver, the Trustee shall diligently pursue all remedies of the Trustee against such
agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it
in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts.
79141949.4 26
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The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or
for anything whatsoever in connection with the funds established hereunder, except only for its
own willful misconduct, negligence or breach of an obligation hereunder.
The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which
the Corporation or the District is a party and which, in the opinion of the Trustee and its counsel,
affects the Notes or the security therefor, and shall do so if requested in writing by the Owners of
at least 5% of the aggregate principal evidenced by Notes then Outstanding,provided the Trustee
shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction
against all risk or liability arising from such action.
ARTICLE IX
AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT
Section 9.01. Amendment or Supplement. (a) This Trust Agreement and the rights
and obligations of the Corporation, the District, the Owners and the Trustee hereunder may be
amended or supplemented at any time by an amendment hereof or supplement hereto which shall
become binding when the prior written consents of the Owners of a majority of the aggregate
principal evidenced by the Notes then Outstanding, exclusive of Notes disqualified as provided
in Section 9.02 hereof, are filed with the Trustee. No such amendment or supplement shall
(i)extend the stated Maturity Date of any Note or reduce the rate of interest evidenced thereby or
extend the time of payment of such interest or reduce the amount of principal evidenced thereby,
(ii)reduce the percentage of Owners whose consent is required for the execution of any
amendment hereof or supplement hereto without the prior written consent of the Owners of all
Notes then Outstanding, (iii)modify any of the rights or obligations of the Trustee without the
prior written consent of the Trustee, or (iv)amend this Section without the prior written consent
of the Owners of all Notes then Outstanding.
(b) This Trust Agreement and the rights and obligations of the Corporation, the
District, the Owners and the Trustee hereunder may also be amended or supplemented at any
time by an amendment hereof or supplement hereto which shall become binding upon execution,
without the written consents of any Owners, but only to the extent permitted by law and only for
any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the
Corporation or the District to be observed or performed herein other agreements,
conditions, covenants and terms thereafter to be observed or performed by the
Corporation or the District, or to surrender any right or power reserved herein to or
conferred herein on the Corporation or the District;
(ii) to make such provisions for the purpose of curing any ambiguity or of
correcting, curing or supplementing any defective provision contained herein or in regard
to questions arising hereunder which the Corporation or the District may deem desirable
or necessary and not inconsistent herewith;
79141949.4 27
(iii) to make such additions, deletions or modifications as may be necessary or
appropriate to assure the exclusion from gross income for federal income tax purposes of
interest evidenced by the Notes; or
(iv) for any other reason, provided such amendment or supplement does not
adversely affect the rights or interests of the Owners.
Section 9.02. Disqualified Notes. Notes owned or held by or for the account of the
District (but excluding Notes held in any pension or retirement fund of the District) shall not be
deemed Outstanding for the purpose of any consent or other action or any calculation of
Outstanding Notes provided in this Article, and shall not be entitled to consent to or take any
other action provided in this Article, and the Trustee may adopt appropriate regulations to
require each Owner,before his consent provided for herein shall be deemed effective, to reveal if
the Notes as to which such consent is given are disqualified as provided in this Section.
Section 9.03. Endorsement or Replacement of Notes After Amendment or
Supplement. After the effective date of any action taken as hereinabove provided in this
Article, the Trustee may determine that the Notes may bear a notation by endorsement in form
approved by the Trustee as to such action, and in that case upon demand of the Owner of any
Outstanding Note and presentation of such Note for such purpose at the Principal Office a
suitable notation as to such action shall be made on such Note. If the Trustee shall receive an
Opinion of Counsel advising that new Notes modified to conform to such action are necessary,
modified Notes shall be prepared, and in that case upon demand of the Owner of any
Outstanding Notes such new Notes shall be exchanged at the Principal Office without cost to
each Owner for Notes then Outstanding upon surrender of such Outstanding Notes.
Section 9.04. Amendment by Mutual Consent. The provisions of this Article shall not
prevent any Owner from accepting any amendment as to the particular Notes owned by such
Owner,provided that due notation thereof is made on such Notes.
ARTICLE X
DEFEASANCE
Section 10.01. Discharge of Notes and Trust Agreement. (a) If the Trustee shall pay
or cause to be paid or there shall otherwise be paid (i)to the Owners of all Outstanding Notes the
interest and principal evidenced thereby at the times and in the manner stipulated herein and
therein, and (ii) all other amounts due hereunder and under the Installment Purchase Agreement,
then such Owners shall cease to be entitled to the pledge of and lien on the amounts on deposit in
the funds and accounts established hereunder, as provided herein, and all agreements and
covenants of the Corporation, the District, and the Trustee to such Owners hereunder shall
thereupon cease,terminate and become void and shall be discharged and satisfied.
(b) Any Outstanding Note shall be deemed to have been paid within the meaning and
with the effect expressed in this Section when the whole amount of the principal and interest
evidenced by such Note shall have been paid or when there shall be on deposit with the Trustee,
moneys, or Government Obligations, or any combination thereof,the principal of and the interest
79141949.4 28
Return b Mende Report
on which when due, and without any reinvestment thereof, will provide moneys which shall be
sufficient to pay when due the principal and interest evidenced by such Note and due and to
become due on or prior to the Maturity Date, and if the Maturity Date will not occur, and said
Note is not to be prepaid, within the next succeeding 60 days, the District shall have given the
Trustee irrevocable instructions to give notice, as soon as practicable to the Owner of such Note,
stating that the deposit of moneys or Government Obligations required by this subsection has
been made with the Trustee and that such Note, or portion thereof, is deemed to have been paid
in accordance with this Section and stating such Maturity Date upon which moneys are to be
available for the payment of the principal and interest evidenced by said Note, or portion thereof.
Neither the moneys nor the Government Obligations deposited with the Trustee pursuant
to this Section nor principal or interest payments on any such Government Obligations shall be
withdrawn or used for any purpose other than, and shall be held in trust for and pledged to, the
payment of the principal and interest evidenced by said Note, or portions thereof. If payment of
less than all of the Notes is to be provided for in the manner and with the effect expressed in this
Section, the Trustee or the District, as applicable, shall select such Notes, or portions thereof in
the principal amounts designated to the Trustee by the District.
(c) After the payment of all the interest and principal evidenced by all Outstanding
Notes and all other amounts due hereunder and under the Installment Purchase Agreement as
provided in this Section, the Trustee shall execute and deliver to the Corporation and the District
all such instruments as may be necessary or desirable to evidence the discharge and satisfaction
of this Trust Agreement, the Trustee shall pay over or deliver to the District all moneys or
securities held by it pursuant hereto which are not required for the payment of the interest and
principal evidenced by such Notes and all other amounts due hereunder and under the
Installment Purchase Agreement
(d) Prior to any defeasance becoming effective under this Article, the District shall
cause to be delivered (i) an executed copy of a report, addressed to the Trustee and the District,
in form and in substance acceptable to the Trustee and the District, of a nationally recognized
certified public accountant, or firm of such accountants, verifying that the Government
Obligations and cash, if any, satisfy the requirements of subsection(b) of this Section (a
"Verification"), (ii)a copy of the escrow deposit agreement entered into in connection with such
defeasance, which escrow deposit agreement shall provide that no substitution of Government
Obligations shall be permitted except with other Government Obligations and upon delivery of a
new Verification and no reinvestment of Government Obligations shall be permitted except as
contemplated by the original Verification or upon delivery of a new Verification, and(iii)a copy
of an Opinion of Counsel, dated the date of such defeasance and addressed to the Trustee and the
District, in form and in substance acceptable to the District, to the effect that such Notes have
been paid within the meaning and with the effect expressed in this Trust Agreement, and all
agreements and covenants of the Corporation, the District and the Trustee to the Owners of such
Notes under this Trust Agreement have ceased, terminated and become void and have been
discharged and satisfied.
Section 10.02. Unclaimed Moneys. Any moneys held by the Trustee in trust for the
payment and discharge of the interest or principal evidenced by any of the Notes which remain
unclaimed for two years after the date when such interest or principal evidenced by such Notes
791419494 29
have become payable, if such moneys were held by the Trustee at such date, or for two years
after the date of deposit of such moneys if deposited with the Trustee after the date when the
interest and principal evidenced by such Notes have become payable, shall be repaid by the
Trustee to the District as its absolute property free from trust, and the Trustee shall thereupon be
released and discharged with respect thereto and the Owners shall look only to the District for
the payment of the interest and principal evidenced by such Notes.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Trust Agreement. Nothing contained herein, expressed or
implied, is intended to give to any Person other than the Corporation, the District, the Trustee
and the Owners any claim, remedy or right under or pursuant hereto, and any agreement,
condition, covenant or term required herein to be observed or performed by or on behalf of the
Corporation or the District shall be for the sole and exclusive benefit of the Trustee and the
Owners.
Section 11.02. Successor Deemed Included in all References to Predecessor.
Whenever the Corporation, the District or the Trustee, or any officer thereof, is named or
referred to herein, such reference shall be deemed to include the successor to the powers, duties
and functions that are presently vested in the Corporation, the District or the Trustee, or such
officer, and all agreements, conditions, covenants and terms required hereby to be observed or
performed by or on behalf of the Corporation, the District or the Trustee, or any officer thereof,
shall bind and inure to the benefit of the respective successors thereof whether so expressed or
not.
Section 11.03. Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or
more instruments of similar tenor and may be executed by Owners in person or by their attorneys
appointed in writing. The fact and date of the execution by any Owner or his attorney of any
declaration, request or other instrument or of any writing appointing such attorney may be
proved by the certificate of any notary public or other officer authorized to take
acknowledgments of deeds to be recorded in the state or territory in which he purports to act that
the Person signing such declaration, request or other instrument or writing acknowledged to him
the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such
notary public or other officer, or by such other proof as the Trustee may accept which it may
deem sufficient.
The ownership of any Notes and the amount, payment date, number and date of owning
the same may be proved by the registration books maintained by the Trustee pursuant to the
provisions of Section 2.07 hereof.
Any declaration, request or other instrument in writing of the Owner of any Note shall
bind all future Owners of such Note with respect to anything done or suffered to be done by the
Corporation,the District or the Trustee in good faith and in accordance therewith.
79141949.4 30
Return to Mende Report
Section 11.04. Waiver of Personal Liability. Notwithstanding anything contained
herein to the contrary, no member, officer or employee of the District or the Corporation shall be
individually or personally liable for the payment of any moneys, including without limitation,the
interest or principal evidenced by the Notes, but nothing contained herein shall relieve any
member, officer or employee of the District or the Corporation from the performance of any
official duty provided by any applicable provisions of law, by the Installment Purchase
Agreement or hereby.
Section 11.05. Reserved.
Section 11.06. Content of Written Certificates. Every Written Certificate of the
District and every Written Certificate of the Corporation with respect to compliance with any
agreement, condition, covenant or term contained herein shall include (a)a statement that the
Person making or giving such certificate has read such agreement, condition, covenant or term
and the definitions herein relating thereto, (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements contained in such certificate are based,
(c)a statement that, in the opinion of the signer, the signer has made or caused to be made such
examination or investigation as is necessary to enable the signer to express an informed opinion
as to whether or not such agreement, condition, covenant or term has been complied with, and
(d) a statement as to whether, in the opinion of the signer, such agreement, condition, covenant
or term has been complied with.
Any Written Certificate of the District and any Written Certificate of the Corporation
may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless the
Person making or giving such certificate knows that the Opinion of Counsel with respect to the
matters upon which each Person's certificate may be based, as aforesaid, is erroneous, or in the
exercise of reasonable care should have known that the same was erroneous. Any Opinion of
Counsel may be based, insofar as it relates to factual matters, upon information which is in the
possession of the District or the Corporation upon a representation by an officer or officers of the
District or the Corporation, as the case may be, unless the counsel executing such Opinion of
Counsel knows that the representation with respect to the matters upon which such counsel's
opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should
have known that the same was erroneous.
Section 11.07. Funds and Accounts. Any fund or account required to be established
and maintained herein by the Trustee may be established and maintained in the accounting
records of the Trustee either as an account or a fund, and may, for the purposes of such
accounting records, any audits thereof and any reports or statements with respect thereto, be
treated either as an account or a fund, but all such records with respect to all such funds and
accounts shall at all times be maintained in accordance with sound accounting practice and with
due regard for the protection of the security of the Notes and the rights of the Owners. The
Trustee may establish such funds and accounts as it deems necessary to perform its obligations
hereunder.
Trustee may commingle any of the moneys held by it hereunder for investment purposes
only;provided, however, that the Trustee shall account separately for the moneys in each fund or
account established pursuant to this Trust Agreement.
79141949.4 31
Section 11.08. Article and Section Headings. Gender and References. The singular
form of any word used herein, including the terms defined in Section 1.01 hereof, shall include
the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of
any gender shall include correlative words of the other genders. The headings or titles of the
several Articles and Sections hereof and the table of contents appended hereto shall be solely for
convenience of reference and shall not affect the meaning, construction or effect hereof. All
references herein to "Articles," "Sections," subsections or clauses are to the corresponding
Articles, Sections, subsections or clauses hereof, and the words "hereby," "herein," "hereof,"
"hereto," "herewith," "hereunder" and other words of similar import refer to this Trust
Agreement as a whole and not to any particular Article, Section, subsection or clause thereof.
Section 11.09. Partial Invalidity. If any one or more of the agreements, conditions,
covenants or terms required herein to be observed or performed by or on the part of the
Corporation, the District or the Trustee shall be contrary to law, then such agreement or
agreements, such condition or conditions, such covenant or covenants or such term or terms shall
be null and void to the extent contrary to law and shall be deemed separable from the remaining
agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof
or of the Notes, and the Owners shall retain all the benefit, protection and security afforded to
them under any applicable provisions of law. The Corporation, the District and the Trustee
hereby declare that they would have executed this Trust Agreement, and each and every Article,
Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized
the execution and delivery of the Notes pursuant hereto irrespective of the fact that any one or
more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the
application thereof to any Person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
Section 11.10. California Law. This Trust Agreement shall be governed by and
construed in accordance with the laws of the State.
Section 11.11. Notices. Any written notice, statement, demand, consent, approval,
authorization, offer, designation, request or other communication to be given hereunder shall be
given to the party entitled thereto at its address set forth below, or at such other address as such
party may provide to the other parties in writing from time to time, namely:
If to the District: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708
Attention: Director of Finance and Administrative Services
If to the Corporation: Orange County Sanitation District Financing Corporation
c/o Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708
Attention: Treasurer
79141949.4 32
Return to Mende Report
If to the Trustee: Union Bank,N.A.
120 South San Pedro Street, Suite 400
Los Angeles, California 90012
Attention: Alison Braunstein
Telephone: (213) 972-5674
Facsimile: (213) 972-5694
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a)if personally served or delivered, upon delivery, (b) if given by electronic
communication, e.g. facsimile or telecopier, upon the sender's receipt of an appropriate written
acknowledgment, (c)if given by registered or certified mail, return receipt requested, deposited
with the United States mail postage prepaid, 72 hours after such notice is deposited with the
United States mail, (d)if given by overnight courier,with courier charges prepaid, 24 hours after
delivery to said overnight courier, or (e)if given by any other means, upon delivery at the
address specified in this Section.
Section 11.12. Effective Date. This Trust Agreement shall become effective upon its
execution and delivery.
Section 11.13. Execution in Counterparts. This Trust Agreement may be
simultaneously executed in several counterparts, each of which shall be deemed an original, and
all of which shall constitute but one and the same instrument.
79141949A 33
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
executed by their respective officers thereunto duly authorized, all as of the day and year first
written above.
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
By:
Treasurer
ORANGE COUNTY SANITATION DISTRICT
By:
Chair of the Board of Directors
(SEAL)
Attest:
By:
Clerk of the Board of Directors
UNION BANK,N.A.,
as Trustee
By:
Authorized Officer
79141949.4 34
Return to Aaenda Report
EXHIBIT A
FORM OF NOTE
No. R-1 [Par Amount]
Unless this Note is presented by an authorized representative of The Depository Trust
Company to the Trustee for registration of transfer, exchange or payment, and any Note executed
and delivered is registered in the time of Cede & Co. or such other time as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede &
Co., has an interest herein.
ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2013A
(CERTIFICATE ANTICIPATION NOTE)
DATED DATE INTEREST RATE MATURITY DATE CUSIP
12014
REGISTERED OWNER: CEDE&CO.
PRINCIPAL AMOUNT:
THIS IS TO CERTIFY that the Registered Owner of this Orange County Sanitation
District Revenue Refunding Certificate of Participation, Series 2013A (Certificate Anticipation
Note) (this "Note"), as identified above, is the owner of a direct, fractional undivided interest in
certain installment payments ("Installment Payment'), and the interest thereon, payable under
and pursuant to the Installment Purchase Agreement, dated as of October 1, 2013 (the
"Installment Purchase Agreement'), by and between the Orange County Sanitation District (the
"District'), a county sanitation district organized and existing under the laws of the State of
California, and the Orange County Sanitation District Financing Corporation (the
"Corporation"), a nonprofit public benefit corporation organized and existing under the laws of
the State of California. Certain of the rights of the Corporation under the Installment Purchase
Agreement, including the right to receive the Installment Payment, and the interest thereon, have
been assigned without recourse by the Corporation to Union Bank, N.A., a national banking
association duly organized and existing under the laws of the United States of America, as
trustee (the "Trustee") under the Trust Agreement, dated as of October 1, 2013 (the `Trust
Agreement'), by and among the Trustee, the District and the Corporation. Capitalized undefined
terms used herein shall have the meanings ascribed thereto in the Trust Agreement.
79141949A A-1
The District has executed and delivered the Master Agreement for District Obligations,
dated as of August 1, 2000 (the "Master Agreement'), by and between the District and the
Corporation, pursuant to which the District establishes and declares the conditions and terms
upon which obligations such as the Installment Purchase Agreement, and the Installment
Payment and the interest thereon, will be incurred and secured.
This Note is one of the duly authorized Orange County Sanitation District Revenue
Refunding Certificate Anticipation Notes, Series 2013A(the "Notes") evidencing principal in the
aggregate amount of [Par Amount], executed and delivered pursuant to the terms of the Trust
Agreement. The Notes evidence direct, fractional undivided interests in the Installment Payment,
and the interest thereon, payable under the Installment Purchase Agreement. The Notes are
executed and delivered to refinance certain improvements to the wastewater collection, treatment
and disposal facilities of the District (the"Wastewater System") and to pay the costs of issuance
incurred in connection therewith.
The Installment Payment, and the interest thereon, are to be paid by the District pursuant
to the Installment Purchase Agreement in consideration for the purchase of certain improvements
to the Wastewater System and for the other agreements and obligations undertaken by the
Corporation under the Installment Purchase Agreement and the Trust Agreement.
The Notes evidence direct, fractional undivided interests in the Installment Payment, and
the interest thereon, paid by the District pursuant to the Installment Purchase Agreement. The
obligation of the District to pay the Installment Payment and the interest thereon and other
payments required to be made by it under the Installment Purchase Agreement is a special
obligation of the District payable, in the manner provided under the Installment Purchase
Agreement, from Net Revenues, and other lawfully available funds of the District, as provided in
the Installment Purchase Agreement. Net Revenues generally consist of all income and revenue
received by the District from the operation or ownership of the Wastewater System remaining
after payment of Maintenance and Operation Costs, all as further provided in the Master
Agreement.
The Installment Purchase Agreement constitutes a Senior Obligation and, as such, shall
be subject to the provisions of the Master Agreement, and shall be afforded all of the advantages,
benefits, interests and security afforded Senior Obligations pursuant to the Master Agreement.
The Installment Purchase Agreement is payable on a parity with the other existing Senior
Obligation. The District may at any time incur Senior Obligations in addition to existing Senior
Obligations and the Installment Purchase Agreement payable from Net Revenues as provided in
the Master Agreement on a parity with all other Senior Obligations theretofore incurred, but only
subject to the conditions and upon compliance with the procedures set forth in the Master
Agreement.
The obligation of the District to pay the Installment Payment and the interest thereon, and
other payments required to be made by it under the Installment Purchase Agreement is a special
obligation of the District payable, in the manner provided in the Installment Purchase
Agreement, from Net Revenues and other lawfully available funds of the District, as provided in
the Installment Purchase Agreement, and does not constitute a debt of the District or of the State,
or of any political subdivision thereof, in contravention of any constitutional or statutory debt
79141949.4 A-2
Return b Mende Report
limitation or restriction. Neither the faith and credit nor the taxing power of the District or the
State or any political subdivision thereof, is pledged to the payment of the Installment Payment,
or the interest thereon, or other payments required to be made under the Installment Purchase
Agreement. The Installment Purchase Agreement constitutes a Senior Obligation and, as such, is
subject to the provisions of the Master Agreement and is afforded all of the advantages, benefits,
interests and security afforded Senior Obligations pursuant to the Master Agreement.
Reference is hereby made to the Master Agreement, the Installment Purchase Agreement
and to the Trust Agreement and any and all amendments thereof and supplements thereto for a
description of the terms under which the District's obligation to pay the Installment Payment,
and the interest thereon, is incurred, the Notes are executed and delivered, the provisions with
regard to the nature and extent of the Net Revenues and other lawfully available funds of the
District, and the rights of the Owners of the Notes. All of the terms of the Master Agreement,
the Installment Purchase Agreement and the Trust Agreement are hereby incorporated herein.
The Trust Agreement constitutes a contract among the District, the Corporation and the Trustee
for the benefit of the Owners of the Notes, to all the provisions of which the Owner of this Note,
by acceptance hereof, agrees and consents.
The Registered Owner of this Note is entitled to receive, subject to the terms of the Trust
Agreement on the Maturity Date set forth above, upon presentation and surrender of this Note at
the principal corporate trust office of the Trustee in Los Angeles, California (the "Principal
Office"), the Principal Amount specified above, evidencing the Owner's interest in the
Installment Payment coming due on the Maturity Date, and to receive on the Maturity Date,
interest accrued thereon at the Interest Rate specified above, computed on the basis of a 360-day
year consisting of twelve 30-day months, until such Principal Amount is paid in full, evidencing
the Registered Owner's interest in the interest evidenced by the Installment Payment coming due
on such date.
Payments of interest evidenced by the Notes shall be made to the Owners thereof (as
determined at the close of business on the Record Date next preceding the Maturity Date or any
other date fixed for payment)by check or draft of the Trustee mailed to the address of each such
Owner as it appears on the registration books maintained by the Trustee pursuant to the Trust
Agreement, or to such other address as may be famished in writing to the Trustee by such
Owner. Payment of principal evidenced by the Notes, on the Maturity Date, shall be made only
upon presentation and surrender of the Notes at the Principal Office. All such amounts are
payable in lawful money of the United States of America.
The Notes are authorized to be executed and delivered in the form of fully registered
notes in denominations of$5,000 or any integral multiple thereof.
This Note may be transferred or exchanged by the Registered Owner hereof, in person or
by his attorney duly authorized in writing, at the Principal Office, but only in the manner, subject
to the limitations and upon payment of the charges provided in the Trust Agreement.
The Trustee may treat the Registered Owner hereof as the absolute owner hereof for all
purposes, whether or not the principal or interest evidenced by this Note shall be overdue, and
the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the
791419494 A-3
principal and interest evidenced by this Note shall be made only to such Registered Owner,
which payments shall be valid and effectual to satisfy and discharge the liability evidenced by
this Note to the extent of the sum or sums so paid.
The Notes are not subject to prepayment prior to the Maturity Date.
To the extent and in the manner permitted by the terms of the Trust Agreement, the Trust
Agreement and the rights and obligations of the Corporation, the District, the Owners and the
Trustee under the Trust Agreement may be amended or supplemented at any time by an
amendment or supplement thereto which shall become binding when the prior written consents
of the Owners of a majority of the aggregate principal evidenced by the Notes then outstanding,
exclusive of Notes disqualified as provided under the Trust Agreement, are filed with the
Trustee. No such supplement or amendment shall (a)extend the stated Maturity Date or reduce
the rate of interest evidenced thereby or extend the time of payment of such interest or reduce the
amount of principal evidenced thereby, (b)reduce the percentage of Owners whose consent is
required for the execution of any amendment of or supplement to the Trust Agreement without
the prior written consent of the Owners of all Notes then outstanding, (c)modify any of the
rights or obligations of the Trustee without the prior written consent of the Trustee or(d)amend
the amendment provisions of the Trust Agreement without the prior written consent of the
Owners of all Notes then outstanding.
To the extent and in the manner permitted by the terms of the Trust Agreement, the Trust
Agreement and the rights and obligations of the Corporation, the District, the Owners and the
Trustee under the Trust Agreement may also be amended or supplemented at any time by an
amendment or supplement thereto which shall become binding upon execution, without the
written consents of any Owners,but only to the extent permitted by law and only(a)to add to the
agreements, conditions, covenants and terms required by the Corporation or the District to be
observed or performed under the Trust Agreement other agreements, conditions, covenants and
terms thereafter to be observed or performed by the Corporation or the District, or to surrender
any right or power reserved therein to or conferred therein on the Corporation or the District, and
which in either case shall not adversely affect the rights or interests of the Owners, (b)to make
such provisions for the purpose of curing any ambiguity or of correcting, curing or
supplementing any defective provision contained in the Trust Agreement or in regard to
questions arising thereunder which the Corporation or the District may deem desirable or
necessary and not inconsistent therewith, (c)to make such additions, deletions or modifications
as may be necessary or appropriate to assure the exclusion from gross income for federal income
tax purposes of interest evidenced by the Notes or (d) for any other reason, provided such
amendment or supplement does not adversely affect the rights or interests of the Owners.
THE DISTRICT HAS CERTIFIED that all acts, conditions and things required by the
statutes of the State of California and by the Trust Agreement to exist, to have happened and to
have been performed precedent to and in connection with the execution and delivery of this Note
do exist, have happened and have been performed in regular and due time, form and manner as
required by law,and that the Trustee is duly authorized to execute and deliver this Note.
79141949.4 A-4
Return b Mende Report
IN WITNESS WHEREOF, this Note has been executed by the manual signature of an
authorized signatory of the Trustee as of the date set forth below.
Date: , 2013
UNION BANK,N.A.,
as Trustee
By:
Authorized Officer
79141949.4 A-$
ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned Note and hereby
irrevocably constitute(s) and
appoint(s) attorney, to transfer the same
on the books of the Trustee with full power of substitution in the premises.
Dated:
Note: The signature(s)on this Assignment must correspond with the narne(s) as written on the
face of the within registered Note in every particular, without alteration or enlargement
or any change whatsoever.
Tax I.D. #:
Signature Guaranteed:
Now: Signature(s)must be guaranteed by an eligible Note: The signature(s)on this Assignment must correspond
guarantor. with the name(s)as written on the face ofthe within Note in
every particular without alteration or enlargement or any
change whatsoever.
79141949A A-6
Return to Mende Report
Attachment No.4
NRF DRAFT
08/27/13
INSTALLMENT PURCHASE AGREEMENT
by and between
ORANGE COUNTY SANITATION DISTRICT
and
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
Dated as of October 1,2013
Relating to
$[Par Amount]
Orange County Sanitation District
Revenue Refunding Certificate Anticipation Notes, Series 2013A
79141945.3
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.................................................................................................2
Section 1.01. Definitions............................................................................................2
Section 1.02. Definitions in Master Agreement and Trust Agreement......................3
ARTICLE II PURCHASE OF PROJECT BY,AND SALE THEREOF TO, THE
CORPORATION; PAYMENT........................................................................4
Section 2.01. Acquisition of the Project....................................................................4
Section 2.02. Payment of Purchase Price...................................................................4
ARTICLE IH PURCHASE OF PROJECT BY,AND SALE THEREOF TO,THE
DISTRICT; INSTALLMENT PAYMENTS...................................................4
Section 3.01. Purchase and Sale of Project................................................................4
Section 3.02. Installment Payment.............................................................................4
Section3.03. Reserved...............................................................................................4
Section 3.04. Obligation Absolute............................................................................. 5
Section 3.05. Nature of Agreement............................................................................ 5
ARTICLE IV NO PREPAYMENT OF INSTALLMENT PAYMENTS;
DISCHARGE................................................................................................... 5
Section 4.01. No Prepayment of Installment Payment.............................................. 5
Section4.02. Discharge of Obligations..................................................................... 5
ARTICLE COVENANTS ................................................................................................. 5
Section 5.01. Compliance with Master Agreement................................................... 5
Section 5.02. Compliance with Installment Purchase Agreement............................. 5
Section 5.03. Protection of Security and Rights........................................................6
Section 5.04. Indemnification of Corporation...........................................................6
Section 5.05. Further Assurances...............................................................................6
ARTICLE VI EVENTS OF DEFAULT AND REMEDIES OF THE
CORPORATION.............................................................................................6
Section 6.01. Events of Default.................................................................................6
Section 6.02. Remedies on Default............................................................................7
Section6.03. Non-Waiver..........................................................................................7
Section 6.04. Remedies Not Exclusive...................................................................... 8
79141945.3 _i_
Return to Mende Report
TABLE OF CONTENTS
(continued)
Page
ARTICLE VII AMENDMENTS ............................................................................................. 8
Section 7.01. Amendments........................................................................................ 8
ARTICLE VIH MISCELLANEOUS........................................................................................9
Section 8.01. Liability of District Limited.................................................................9
Section 8.02. Limitation of Rights.............................................................................9
Section8.03. Assignment..........................................................................................9
Section8.04. Notices............................................................................................... 10
Section 8.05. Successor Is Deemed Included in all References to Predecessor...... 10
Section 8.06. Waiver of Personal Liability.............................................................. 10
Section 8.07. Article and Section Headings,Gender and References..................... 11
Section 8.08. Partial Invalidity................................................................................. 11
Section 8.09. Governing Law.................................................................................. 11
Section 8.10. Execution in Counterparts.................................................................. 11
EXHIBIT A- DESCRIPTION OF PROJECT..........................................................................A-1
79141945.3 -11-
INSTALLMENT PURCHASE AGREEMENT
THIS INSTALLMENT PURCHASE AGREEMENT (this "Installment Purchase
Agreement"), dated as of October 1, 2013, is by and between the ORANGE COUNTY
SANITATION DISTRICT, a county sanitation district organized and existing under the laws of
the State of California (the "District"), and the ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION, a nonprofit public benefit corporation organized and existing
under the laws of the State of California(the"Corporation").
WITNESSETH:
WHEREAS, to finance the acquisition, construction and installation of certain
improvements to its wastewater system (the "Prior Project') the District caused the execution
and delivery of $131,700,000 in aggregate principal amount of Orange County Sanitation
District Revenue Refunding Certificates Anticipation Notes, Series 2012C, of which
$131,700,000 in principal amount is currently outstanding(the"Prior Notes");
WHEREAS, the District desires to pay all of the Prior Notes by paying at maturity all of
the principal component of the installment payment relating to the Prior Notes (the "Prior
Installment Payment"), and the interest thereon;
WHEREAS,to provide the funds necessary to pay the Prior Installment Payment and the
interest thereon to be so paid, the District and the Corporation desire that the Corporation
purchase the Prior Project from the District and the District sell the Prior Project to the
Corporation, and that the District then purchase the Prior Project from the Corporation and the
Corporation sell the Prior Project to the District, for the installment payment (the "Installment
Payment') to be made by the District, pursuant to a new installment purchase agreement (the
"Installment Purchase Agreement"),and the Corporation and the District have agreed to finance
such prepayment by causing the execution and delivery of$[Par Amount] in aggregate principal
amount of Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes,
Series 2013A (the "Notes") evidencing direct, fractional undivided interests in the Installment
Payment and the interest thereon, to be made by the District pursuant to the Installment Purchase
Agreement;
WHEREAS, pursuant to the Master Agreement for District Obligations, dated as of
August 1, 2000, by and between the District and the Corporation,the District has established and
declared the conditions and terms upon which obligations such as this Installment Purchase
Agreement, and the Installment Payment, and the interest thereon, are to be incurred and
secured;
WHEREAS, the Corporation proposes to assign without recourse certain of its rights
under and pursuant to this Installment Purchase Agreement to Union Bank, N.A., as trustee (the
"Trustee");
]9141945.3
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WHEREAS, in consideration of such assignment and the execution and delivery of the
Trust Agreement, dated as of the date hereof,by and among the Trustee, the Corporation and the
District, the Trustee has agreed to execute and deliver the Notes, evidencing direct, undivided
fractional interests in the Installment Payment, and the interest thereon,payable hereunder;
WHEREAS, a portion of the proceeds of the Notes, together with other available funds,
will be used to prepay the Prior Installment Payment; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and delivery of
this Installment Purchase Agreement do exist, have happened and have been performed in
regular and due time, form and manner as required by law, and the parties hereto are now duly
authorized to execute and enter into this Installment Purchase Agreement;
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Except as provided in Section 1.02 hereof or unless the
context otherwise requires, the terms defined in this Section shall for all purposes hereof and of
any amendment hereof or supplement hereto and of any report or other document mentioned
herein or therein have the meanings defined herein, the following definitions to be equally
applicable to both the singular and plural forms of any of the terms defined herein:
"Business Day" means a day other than (a) Saturday or Sunday, (b) a day on which
banking institutions in the city in which the Principal Office is located are authorized or required
by law to be closed, and (c) a day on which the New York Stock Exchange is authorized or
obligated by law or executive order to be closed.
"Closing Date"means October 16,2013.
"Corporation" means the Orange County Sanitation District Financing Corporation, a
nonprofit public benefit corporation organized and existing under the laws of the State, and any
successor thereto.
"District" means the Orange County Sanitation District, a county sanitation district
organized and existing under and by virtue of the laws of the State, and any successor thereto.
"Event of Default"means an event described in Section 6.01 hereof.
"Installment Payment" means the Installment Payment required to be made by the
District pursuant to Section 3.02 hereof.
"Installment Payment Date"means October 16, 2014.
79141945.3 2
"Installment Purchase Agreement" means this Installment Purchase Agreement, dated
as of October 1, 2013, by and between the District and the Corporation, as originally executed
and as it may from time to time be amended or supplemented in accordance with the terms
hereof.
.Master Agreement" means the Master Agreement for District Obligations, dated as of
August 1, 2000, by and between the District and the Corporation, as originally executed and as it
may from time to time be amended or supplemented in accordance with the terms thereof.
"Notes" means the Orange County Sanitation District Revenue Refunding Certificates of
Participation (Certificate Anticipation Notes), Series 2013A, also known as the Orange County
Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2013A, executed
and delivered by the Trustee pursuant to the Trust Agreement.
"Person" means an individual, corporation, limited liability company, firm, association,
partnership, trust, or other legal entity or group of entities, including a governmental entity or
any agency or political subdivision thereof.
"Principal Office" means the Trustee's principal corporate trust office in Los Angeles,
California.
"Project" means the improvements to the Wastewater System, as described in Exhibit A
hereto.
"Trust Agreement" means the Trust Agreement, dated as of October 1, 2013, by and
among the Trustee, the Corporation and the District, as originally executed and as it may from
time to time be amended or supplemented in accordance with its terns.
"Trustee" means Union Bank, N.A., a national banking association duly organized and
existing under the laws of the United States of America, or any other bank or trust company
which may at any time be substituted in its place as provided in the Trust Agreement.
Section 1.02. Definitions in Master Agreement and Trust Agreement. Except as
otherwise herein defined and unless the context otherwise requires, the terms defined in the
Master Agreement or the Trust Agreement shall for all purposes hereof and of any amendment
hereof or supplement hereto and of any report or other document mentioned herein have the
meanings defined therein, such definitions to be equally applicable to both the singular and
plural forms of any of the terms defined therein. With respect to any defined term which is given
a different meaning under this Installment Purchase Agreement than under the Master
Agreement or the Trust Agreement, as used herein it shall have the meaning given herein.
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ARTICLE II
PURCHASE OF PROJECT BY, AND SALE THEREOF TO,
THE CORPORATION; PAYMENT
Section 2.01. Acquisition of the Project The District represents and warrants that it is
the sole and exclusive owner of the Project. The Corporation hereby purchases from the District,
and the District hereby sells to the Corporation, the Project in accordance with the provisions of
this Installment Purchase Agreement. All right, title and interest in and to the Project shall
immediately vest in the Corporation on the Closing Date without further action on the part of the
Corporation or the District.
Section 2.02. Payment of Purchase Price. On the Closing Date, the Corporation shall
pay to the District, as the purchase price of the Project, the amount of$ , which
amount shall be paid from the net proceeds of the Notes.
ARTICLE III
PURCHASE OF PROJECT BY,AND SALE THEREOF TO, THE DISTRICT;
INSTALLMENT PAYMENTS
Section 3.01. Purchase and Sale of Project. The District hereby purchases from the
Corporation, and the Corporation hereby sells to the District, the Project in accordance with the
provisions of this Installment Purchase Agreement All right, title and interest in and to the
Project shall immediately vest in the District on the Closing Date without further action on the
part of the District or the Corporation.
Section 3.02. Installment Payment. The District shall pay to the Corporation, from
Net Revenues and other lawfully available funds of the District, the purchase price of the Project
in a single Installment Payment, with interest thereon, as provided herein. The Installment
Payment shall be in the aggregate principal amount of$[Par Amount], and shall be payable on or
before the Installment Payment Date.
The Installment Payment shall accrue interest from the Closing Date, at the rate of
% per arum, payable on the Installment Payment Date. Such interest shall accrue on the
basis of a 360-day year consisting of twelve 30-day months. The Installment Payment, and the
payment of interest thereon, shall be deposited with the Trustee, as assignee of the Corporation,
no later than the Installment Payment Date, in lawful money of the United States of America, in
immediately available funds. If and to the extent that, on any such date, there are amounts on
deposit in the Installment Payment Fund established under the Trust Agreement, or in any of the
accounts therein, which amounts are not being held for the payment of specific Notes, such
amounts shall be credited against the Installment Payment, or payment of interest thereon, as
applicable, due on such date.
Section 3.03. Reserved.
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Section 3.04. Obligation Absolute. The obligation of the District to make the
Installment Payment, and payment of interest thereon, and other payments required to be made
by it under this Article, from Net Revenues and other lawfully available funds of the District, is
absolute and unconditional, and until such time as the Installment Payment, payments of interest
thereon, and such other payments shall have been paid in full (or provision for the payment
thereof shall have been made pursuant to Article IV), the District shall not discontinue or
suspend any Installment Payment, or payments of interest thereon, or other payments required to
be made by it hereunder when due, whether or not the Project or any part thereof is operating or
operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or
terminated in whole or in part, and such Installment Payment, payments of interest thereon, and
other payments shall not be subject to reduction whether by offset or otherwise and shall not be
conditional upon the performance or nonperformance by any party of any agreement for any
cause whatsoever.
Section 3.05. Nature of Agreement. This Installment Purchase Agreement constitutes
a Senior Obligation and, as such, shall be subject to the provisions of the Master Agreement and
shall be afforded all of the advantages, benefits, interests and security afforded Senior
Obligations pursuant to the Master Agreement.
ARTICLE IV
NO PREPAYMENT OF INSTALLMENT PAYMENTS; DISCHARGE
Section 4.01. No Prepavment of Installment Payment. The Installment Payment shall
not be subject to prepayment prior to the Installment Payment Date.
Section 4.02. Discharee of Obligations. If the Installment Payment, and the interest
thereon, shall be paid as and when due in accordance with the terms hereof, and if all Notes shall
be fully paid, or provision therefor made in accordance with Article X of the Trust Agreement,
and the Trust Agreement shall be discharged by its terms, then all agreements, covenants and
other obligations of the District hereunder shall thereupon cease, terminate and become void and
be discharged and satisfied.
ARTICLE V
COVENANTS
Section 5.01. Compliance with Master Aereement. The District will faithfully
observe and perform all the agreements, conditions, covenants and terns contained in the Master
Agreement required to be observed and performed by it and will not cause, suffer or permit any
default to occur thereunder.
Section 5.02. Compliance with Installment Purchase Aereement. The District will
punctually pay the Installment Payment, and interest thereon, and other payments required to be
made by it hereunder in strict conformity with the terms hereof, and will faithfully observe and
perform all the agreements, conditions, covenants and terms contained herein required to be
observed and performed by it, will not cause, suffer or permit any default to occur hereunder and
79141945.3 5
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will not terminate this Installment Purchase Agreement for any cause including, without limiting
the generality of the foregoing, any acts or circumstances that may constitute failure of
consideration, destruction of or damage to the Project, commercial frustration of purpose, any
change in the tax or other laws of the United States of America or of the State or any political
subdivision of either or any failure of the Corporation to observe or perform any agreement,
condition, covenant or team contained herein required to be observed and performed by it,
whether express or implied, or any duty, liability or obligation arising out of or connected
herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the
Corporation or any force majeure, including acts of God, tempest, storm, earthquake, war,
rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial
disputes, lock outs, lack of transportation facilities, fire, explosion, or acts or regulations of
governmental authorities.
Section 5.03. Protection of Security and Rights. The District will preserve and protect
the security hereof and the rights of the Trustee, as assignee of the Corporation, to the
Installment Payment, and interest thereon, and other payments required to be made by the
District hereunder and will warrant and defend such rights against all claims and demands of all
Persons.
Section 5.04. Indemnification of Corporation. To the extent permitted by law, the
District hereby agrees to indemnify and hold the Corporation and its members and officers
harmless against any and all liabilities which might arise out of or are related to the Project, this
Installment Purchase Agreement or the Notes, and the District further agrees to defend the
Corporation and its members and officers in any action arising out of or related to the Project,
this Installment Purchase Agreement or the Notes.
Section 5.05. Further Assurances. The District will adopt, deliver, execute and make
any and all further assurances, instruments and resolutions as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance hereof and for the better assuring
and confirming onto the Corporation, or unto the Trustee, as assignee of the Corporation, the
rights and benefits provided herein to the Corporation, or to the Trustee, as assignee of the
Corporation.
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 6.01. Events of Default. The following shall be Events of Default under this
Installment Purchase Agreement, and "Event of Default' shall mean any one or more of the
following events:
(a) if default shall be made by the District in the due and punctual payment of or on
account of any Senior Obligation as the same shall become due and payable;
(b) if default shall be made by the District in the performance of any of the
agreements or covenants required herein, in the Trust Agreement or in the Master Agreement to
be performed by it (other than as specified in (a) above), and such default shall have continued
791419453 6
for a period of 30 days after the District shall have been given notice in writing of such default
by the Corporation or the Trustee; provided, however, that the party or parties giving such notice
may agree in writing to a reasonable extension of such period prior to the expiration of such 30
day period and, provided further, that if the District shall proceed to take curative action which,
if begun and prosecuted with due diligence, cannot be completed within such a period of 30
days, then such period shall be increased without such written extension to such extent as shall
be necessary to enable the District to diligently complete such curative action and such default
shall not become an Event of Default for so long as shall be necessary to diligently complete
such curative action; or
(c) if the District shall file a petition or answer seeking arrangement or reorganization
under the federal bankruptcy laws or any other applicable law of the United States of America or
any state therein, or if a court of competent jurisdiction shall approve a petition filed with or
without the consent of the District seeking arrangement or reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America or any state therein,
or if under the provisions of any other law for the relief or aid of debtors any court of competent
jurisdiction shall assume custody or control of the District or of the whole or any substantial part
of its property.
Section 6.02. Remedies on Default. Upon the occurrence of an Event of Default, the
Trustee,as assignee of the Corporation, shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce
its rights against the District and to compel the District to perform and carry out its duties under
applicable law and the agreements and covenants required to be performed herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the
rights of the Trustee, as assignee of the Corporation;
(c) by suit in equity to require the District to account as the trustee of an express trust;
and to have a receiver or receivers appointed for the Wastewater System and of the issues,
earnings, income, products and profits thereof, pending such proceedings, with such powers as
the court making such appointment shall confer.
Section 6.03. Non-Waiver. Nothing in this Article or in any other provision hereof
shall affect or impair the obligation of the District, which is absolute and unconditional, to pay
the Installment Payment, and the interest thereon, to the Trustee, as assignee of the Corporation,
at the respective due dates from the Net Revenues and the other funds herein committed for such
payment, or shall affect or impair the right of the Trustee, as assignee of the Corporation, which
is also absolute and unconditional, to institute suit to enforce such payment by virtue of the
contract embodied herein.
A waiver of any default or breach of duty or contract by the Trustee, as assignee of the
Corporation, shall not affect any subsequent default or breach of duty or contract or impair any
rights or remedies on any such subsequent default or breach of duty or contract. No delay or
omission by the Trustee, as assignee of the Corporation,to exercise any right or remedy accruing
upon any default or breach of duty or contract shall impair any such right or remedy or shall be
79141945.3 7
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construed to be a waiver of any such default or breach of duty or contract or an acquiescence
therein, and every right or remedy conferred upon the Trustee, as assignee of the Corporation, by
applicable law or by this Article may be enforced and exercised from time to time and as often as
shall be deemed expedient by the Trustee, as assignee of the Corporation.
If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned
or determined adversely to the Trustee, as assignee of the Corporation, the District and the
Trustee, as assignee of the Corporation, shall be restored to their former positions, rights and
remedies as if such action,proceeding or suit had not been brought or taken.
Section 6.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Trustee, as assignee of the Corporation, is intended to be exclusive of any other remedy,
and each such remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be
exercised without exhausting and without regard to any other remedy conferred by law.
ARTICLE VII
AMENDMENTS
Section 7.01. Amendments. (a) This Installment Purchase Agreement and the rights
and obligations of the District, the Corporation and the Trustee, as assignee of the Corporation,
may be amended or modified from time to time and at any time by a written amendment hereto
executed by the District, the Corporation and the Trustee, as assignee of the Corporation, with
the written consent of the Owners of a majority of the aggregate principal evidenced by Notes
then Outstanding. No such amendment shall (i) extend the payment date of any Installment
Payment or reduce the amount of any Installment Payment, or the interest rate applicable thereto,
without the prior written consent of the Owner of each affected Note, or (ii) reduce the
percentage of Owners of the Notes whose consent is required to effect any such amendment or
modification,without the prior written consent of the Owners of all Notes then Outstanding.
(b) This Installment Purchase Agreement and the rights and obligations of the
District, the Corporation and the Trustee, as assignee of the Corporation, may be amended or
modified from time to time and at any time by a written amendment hereto executed by the
District, the Corporation and the Trustee, as assignee of the Corporation, without the written
consents of any Owners of the Notes, but only to the extent permitted by law and only for any
one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the
District, the Corporation or the Trustee, as assignee of the Corporation, to be observed
or performed herein other agreements, conditions, covenants and terms thereafter to be
observed or performed by the District,the Corporation or the Trustee, as assignee of the
Corporation, or to surrender any right or power reserved herein to or conferred herein
on the District,the Corporation or the Trustee, as assignee of the Corporation;
(ii) to make such provisions for the purpose of curing any ambiguity or of
correcting, curing or supplementing any defective provision contained herein or in
791419453 8
regard to questions arising hereunder which the District,the Corporation or the Trustee,
as assignee of the Corporation, may deem desirable or necessary and not inconsistent
herewith;
(iii) to make such additions, deletions or modifications as may be necessary or
appropriate to assure the exclusion from gross income for federal income tax purposes
of interest on the Installment Payment; and
(iv) to make such other changes herein or modifications hereto as the District,
the Corporation or the Trustee, as assignee of the Corporation, may deem desirable or
necessary, and which shall not materially adversely affect the interests of the Owners of
the Notes.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Liability of District Limited. Notwithstanding anything contained herein
to the contrary, the District shall not be required to advance any moneys derived from any source
of income other than Net Revenues and the other funds provided herein for the payment of the
Installment Payment, and the interest thereon, and other payments required to be made by it
hereunder, or for the performance of any agreements or covenants required to be performed by it
contained herein. The District may, however, but in no event shall be obligated to, advance
moneys for any such purpose so long as such moneys are derived from a source legally available
for such purpose and may be legally used by the District for such purpose.
The obligation of the District to pay the Installment Payment, and the interest thereon,
and other payments required to be made by it hereunder is a special obligation of the District
payable, in the manner provided herein, from Net Revenues and other funds provided for herein,
and does not constitute a debt of the District or of the State, or of any political subdivision
thereof, in contravention of any constitutional or statutory debt limitation or restriction. Neither
the faith and credit nor the taxing power of the District or the State, or any political subdivision
thereof, is pledged to the payment of the Installment Payment, or the interest thereon, or other
payments required to be made hereunder.
Section 8.02. Limitation of Rights. Nothing in this Installment Purchase Agreement
expressed or implied is intended or shall be construed to give to any Person other than the
District, the Corporation and the Trustee, as assignee of the Corporation, any legal or equitable
right, remedy or claim under or in respect of this Installment Purchase Agreement or any
covenant, condition or provision therein or herein contained, and all such covenants, conditions
and provisions are and shall be held to be for the sole and exclusive benefit of the District, the
Corporation and the Trustee, as assignee of the Corporation.
Section 8.03. Assignment. The District and the Corporation hereby acknowledge the
transfer, conveyance and assignment by the Corporation to the Trustee of all of the Corporation's
rights, title and interest in and to this Installment Purchase Agreement (excepting its rights to
79141945.3 9
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indemnification hereunder), including the right to receive Installment Payment, and the interest
thereon, from the District,pursuant to the Trust Agreement.
Section 8.04. Notices. Any written notice, statement, demand, consent, approval,
authorization, offer, designation, request or other communication to be given hereunder shall be
given to the party entitled thereto at its address set forth below, or at such other address as such
party may provide to the other parties in writing from time to time,namely:
If to the District: Orange County Sanitation District
10844 Ellis Avenue Fountain Valley, California 92708
Attention: Director of Finance and Administrative Services
If to the Corporation: Orange County Sanitation District Financing Corporation
c/o Orange County Sanitation District
10844 Ellis Avenue Fountain Valley, California 92708
Attention: Treasurer
If to the Trustee: Union Bank,N.A.
120 South San Pedro Street, Suite 400
Los Angeles, California 90012
Attention: Allison Braunstein
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication, whether by facsimile or telecopier, upon the sender's receipt of an appropriate
answerback or other written acknowledgment, (c) if given by registered or certified mail, return
receipt requested, deposited with the United States mail postage prepaid, 72 hours after such
notice is deposited with the United States mail, (d) if given by overnight courier, with courier
charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other
means,upon delivery at the address specified in this Section.
Section 8.05. Successor Is Deemed Included in all References to Predecessor.
Whenever the District or the Corporation is named or referred to herein, such reference shall be
deemed to include the successor to the powers, duties and functions that are presently vested in
the District or the Corporation, and all agreements and covenants required hereby to be
performed by or on behalf of the District or the Corporation shall bind and inure to the benefit of
the respective successors thereof whether so expressed or not.
Section 8.06. Waiver of Personal Liability. No official, officer or employee of the
District shall be individually or personally liable for the payment of the Installment Payment, or
the interest thereon, or other payments required to be made by the District hereunder, but nothing
contained herein shall relieve any official, officer or employee of the District from the
performance of any official duty provided by any applicable provisions of law or hereby.
79141945.3 10
Section 8.07. Article and Section Headings, Gender and References. The headings
or titles of the several Articles and Sections hereof and the table of contents appended hereto
shall be solely for convenience of reference and shall not affect the meaning, construction or
effect hereof, and words of any gender shall be deemed and construed to include all genders. All
references herein to "Articles," "Sections" and other subsections or clauses are to the
corresponding articles, sections, subsections or clauses hereof; and the words "hereby,""herein,"
"hereof," "hereto," "herewith' and other words of similar import refer to this Installment
Purchase Agreement as a whole and not to any particular Article, Section, subdivision or clause
hereof.
Section 8.08. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the District or the
Corporation shall be contrary to law, then such agreement or agreements, such covenant or
covenants or such portions thereof shall be null and void and shall be deemed separable from the
remaining agreements and covenants and portions thereof and shall in no way affect the validity
hereof.
Section 8.09. Governina Law. This Installment Purchase Agreement shall be construed
and governed and construed in accordance with the laws of the State.
Section 8.10. Execution in Counterparts. This Installment Purchase Agreement may
be executed in several counterparts, each of which shall be deemed an original, and all of which
shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Installment Purchase
Agreement by their officers thereunto duly authorized as of the day and year first written above.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair of the Board of Directors
(S E A L)
Attest:
By:
Clerk of the Board of Directors
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
By:
Treasurer
79141945.3 12
EXHIBIT A
DESCRIPTION OF PROJECT
The Project includes in general the acquisition, construction and installation of certain
improvements to the wastewater collection,treatment and disposal facilities of the District and in
particular including, without limitation, the financing of improvements to the Wastewater
System including particularly, but without limitation, the District's collection system, two
wastewater treatment plants, and Ocean Outfall, and further as follows: the acquisition,
construction, installation, rehabilitation, replacement, or repair of the North County Yard,
Bushard Trunk Sewer, Gisler-Redhill Trunk Sewer, Magnolia Trunk Sewer, Bay Bridget Pump
Station, Bitter Point Pump Station, Ellis Avenue Pumps Station, Rocky Point Pump Station,
Headworks at Plant 2, Primary Clarifiers at Plant 1, Primary Treatment System at Plant 2
Secondary Treatment System at Plant 1, Activated Sludge at Plant 1, Trickling Filters at Plant 1
and 2; Sludge Digester at Plant 1, Sludge Dewatering at Plant 1 and 2, Truck Wash and
Dewatering Beds at Plant 1, Primary sludge Feed System at Plant 2, Digester at Plant 2, Effluent
Pump Station Annex, Groundwater Replenishment System, and Odor Control Facilities.
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Attachment No. 5
NRF DRAFT
08/27/13
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement'),
dated as of October 1, 2013, is by and between the ORANGE COUNTY SANITATION
DISTRICT, a county sanitation district organized and existing under the laws of the State of
California (the "District'), and DIGITAL ASSURANCE CERTIFICATION LLC, as
Dissemination Agent(the"Dissemination Agent').
WITNESSETH:
WHEREAS, the District has caused to be executed and delivered the Orange County
Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2013A (the
"Notes"), evidencing principal in the aggregate amount of$ , pursuant to a Trust
Agreement, dated as of the date hereof(the "Trust Agreement'), by and among Union Bank,
N.A., as trustee (the "Trustee"), the Orange County Sanitation District Financing Corporation
(the"Corporation") and the District; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the District
and the Dissemination Agent for the benefit of the owners and beneficial owners of the Notes
and in order to assist the underwriter of the Notes in complying with the Rule (as defined
herein);
NOW, THEREFORE, for and in consideration of the premises and of the mutual
covenants herein contained,the parties hereto agree as follows:
Section 1. Definitions. Capitalized undefined terms used herein shall have the
meanings ascribed thereto in the Trust Agreement or, if not defined therein, in the Master
Agreement, dated as of August 1, 2000, by and between the District and the Corporation. In
addition,the following capitalized terms shall have the following meanings:
"Disclosure Representative" means the Director of Finance and Administrative
Services of the District, or such other officer or employee of the District as the District shall
designate in writing to the Dissemination Agent and the Trustee from time to time.
"Dissemination Agent" means an entity selected and retained by the District, or any
successor thereto selected by the District. The initial Dissemination Agent shall be Digital
Assurance Certification LLC.
"EMMA" shall mean Electronic Municipal Market Access system, maintained on the
intemet at http://e=a.msrb.org by the MSRB.
"Listed Events" means any of the events listed in subsection (a) of Section 2 hereof and
any other event legally required to be reported pursuant to the Rule.
'°MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or
authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the
MSRB or the SEC, filings with the MSRB are to be made through EMMA.
"Participating Underwriter" means the original underwriter of the Notes required to
comply with the Rule in connection with the offering of the Notes.
"Repository" means, until otherwise designated by the Securities and Exchange
Commission, EMMA.
"Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934,as the same may be amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
Section 2. Reuortina of Sianificant Events. (a) Pursuant to the provisions of this
Section 2, the District shall give, or cause to be given, notice of the occurrence of any of the
following events with respect to the Notes, in a timely manner not more than ten (10) Business
Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(5) adverse tax opinions or the issuance by the Internal Revenue
Service of proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax- status of the Notes;
(6) unscheduled draws on the debt service reserves reflecting financial
difficulties;
(7) unscheduled draws on credit enhancements reflecting financial
difficulties;
(8) substitution of credit or liquidity providers or their failure to
perform; or
(9) bankruptcy, insolvency,receivership or similar proceedings.
For these purposes, any event described in the immediately preceding paragraph (9) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the District in a proceeding under the United States Bankruptcy Code or in
2
any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the District, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the District.
(b) Pursuant to the provisions of this Section 2, the District shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Notes, if
material:
(1) mergers, consolidations, acquisitions, the sale of all or
substantially all of the assets of the obligated persons or their termination;
(2) appointment of a successor or additional Trustee or the change of
the name of a Trustee;
(3) nonpayment related defaults;
(4) modifications to the rights of Owners;
(5) a notices of prepayment; or
(6) release, substitution or sale of property securing repayment of the
Notes.
(c) Whenever the District obtains knowledge of the occurrence of a Listed Event,
described in subsection (b) of this Section (2), the District shall as soon as possible determine if
such event would be material under applicable federal securities law.
(d) If the District determines that knowledge of the occurrence of a Listed Event
described in subsection (b) of this Section (2) would be material under applicable federal
securities law, the District shall promptly notify the Dissemination Agent in writing and instruct
the Dissemination Agent to report the occurrence to the Repository in a timely manner not more
than ten(10)Business Days after the event.
(e) If the Dissemination Agent has been instructed by the District to report the
occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with
the MSRB and each Repository.
Section 3. Filings with the MSRB. All information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this
Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and
shall be accompanied by identifying information as prescribed by the MSRB.
3
Section 4. Termination of Reporting Obligation. The District's obligations under
this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of all of
the Notes. If such termination occurs prior to the final maturity of the Notes, the District shall
give notice of such termination in the same manner as for a Listed Event under Section 2 hereof.
Section 5. Dissemination Agent. The District may, from time to time, appoint or
engage another Dissemination Agent to assist it in carrying out its obligations under this
Disclosure Agreement, and may discharge any such Dissemination Agent, with or without
appointing a successor Dissemination Agent. If at any time there is not any other designated
Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive
written notice of such designation at the time of such designation.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the District may amend this Disclosure Agreement, provided no
amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be
made without the consent of such party, and any provision of this Disclosure Agreement may be
waived if such amendment or waiver is supported by an opinion of counsel expert in federal
securities laws acceptable to the District and the Dissemination Agent to the effect that such
amendment or waiver would not, in and of itself, cause the undertakings herein to violate the
Rule if such amendment or waiver had been effective on the date hereof but taking into account
any subsequent change in or official interpretation of the Rule.
Section 7. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the District from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Agreement.
Section 8. Default. In the event of a failure of the District or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Trustee, at the written
direction of any Participating Underwriter or the holders of at least 25% of the aggregate amount
of principal evidenced by Outstanding Notes and upon being indemnified to its reasonable
satisfaction, shall, or any holder or beneficial owner of the Notes may, take such actions as may
be necessary and appropriate, including seeking mandate or specific performance by court order,
to cause the District, the Trustee or the Dissemination Agent, as the case may be, to comply with
its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under
this Disclosure Agreement in the event of any failure of the District, the Trustee or the
Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel
performance.
Section 9. Duties. Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be responsible for the form or content of any notice of Listed
Event. The Dissemination Agent shall receive reasonable compensation for its services provided
under this Disclosure Agreement. The Dissemination Agent (if other than the Trustee or the
Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set
forth in this Disclosure Agreement, and the District agrees to indemnify and save the
4
Dissemination Agent, its officers, directors, employees and agents, harmless against any loss,
expense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorney's fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent's negligence or willful misconduct. The obligations of the District under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Notes.
Section 10. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the District, the Trustee, the Dissemination Agent, the Participating Underwriter and holders
and beneficial owners from time to time of the Notes, and shall create no rights in any other
person or entity.
Section 11. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
5
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Lorenzo Tyner
Director of Finance and Administrative Services
DIGITAL ASSURANCE CERTIFICATION LLC,
as Dissemination Agent
By:
Authorized Representative
Acknowledged and Accepted:
UNION BANK,N.A.,
as Trustee
By:
Authorized Officer
6
Return an Aconite Report
Attachment No. 6
NRF DRAFT-09/04/13
PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER—2013
E NEW ISSUE—BOOK-ENTRY-ONLY RATINGS:
N_ S&P:
Fifth:
._ (See"RATINGS"he
yy a In the opinon otFulbright as Jimersk'LLP.Los Angeles,California,Special Counsel,under existing statutes,regulations,rulings
08 and and decisions, and assuming compliance with the her covenants described herein, the Interest component of the Installment
�,3 Payment,and the allocable portion theeon distributable in respect of any Note, is excluded pursuant to section 103(a)of the Internal
1O Revenue Code of 1986from the gross income ofthe owners thereofforfederal income tax purposes and is not an item ftax preference
for purposes ofthefederal alternative minimum tax.It is also the opinion ofSpecial Counsel thot under existing law interest on the Notes
lsex¢mpifsonpersonal income taxes ofthe State of California Sec however. "TAXMATTERS"herein
do
[District Logo( $]PAR AMOUNT( ]DAC Logo(
`E o ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES
SERIES 2013A
°e Dated: Date of Delivery Maturity Date: October 16,2014
`3U Interest Rate: % Price: % Yield: % CUSIP No.
e The S[PARAMOUNT] Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes,Series 2013A(the
0 3 "Notes 9 evidence direct,fractional undivided interests of the Owners thereof in the installment payment(the"Installment Payment'),
o e and de interest raccoon, to b, made by de Orange County Saturation District(the"District)pursuant to the Installment Purchase
h Agreement,dated as of October 1,2013 (the"Installment Purchase Agreement'),by and between the District and the Orange County
"e.z Saturation District Financing Corporation(the"Corporation"). Pursuant to the Master Agreement for District Obligations,dated m of
August 1,2000(de"Moat,Agrcc nmt'�,by and between the District and de Corporation,the District has established conditions®d
tents upon which obligations,such as the Installment Payment and the interest thereon,will be incurred and secured.The Installment
° Payment under the Installment Purchase Agreement is payable from(i)Net Revenues(as more fury described in the Master Agreement,
rthe"Net Revenues"),as provided in the Installment Purchase Agreement,consisting primarily of all income and revwoe received by the
District from the operation or ownership of me Wastewater System ofthe District(the"Wastewater System")remaining after payment of
Ac Maintenance and Operation Costs, and (it)other lawfully available Ponds of the District, as border described in "SECURITY AND
SOURCES OF PAYMENT FOR THE NOTES"herein.
The Notes will mature on October 16,2014(the"Maturity Date"). The District expects the principal ofand interest on the Notes to
be paid from proceeds of the sale,on the Maturity Date,of a future series of certificates ofparticipation,notes or other obligations of the
District. The sale and delivery of a future series of eertficates of la ticipation,notes or other obligations of the District will depend on
d market conditions, certain approvals by de District and the Corporation and other factors. See "SECURITY AND SOURCES OF
s'- PAYMENT FOR THE NOTES"herein.
The proceeds of the Notes, together with other amounts,will be used in(i)pay at maturity all of de Orange County Sanitation
$ District Revenue Refunding Certificate Anticipation Notes, Series 2012C,co entry outstanding in the aggregate principal amount of
$131,700,000,and(ii)pay the..is incurred in connection with the execution and delivery of the Notes. See"PLAN OF FINANCE"
herein.
$'E Interest evidenced by the Notes will aceme from the date of their initial delivery and will be payable on de Maturity Date. See
° "THE NOTES"herein. The Notes initially will be delivered only in book-entry form and will be registered in the name of Cede&Co.,
C= as nominee of The Depositary Trust Company,New York,New York("DTC'%which will act as sectrities depository for the Notes.
Individual purchases of the Notes will be made in bookcntry form only. Purchasers of Notes will not receive physical certificates
w representing their ownership interests in the Notes purchased. The Notes will be delivered in denominations of$5,000 and any integral
- o multiple thereof. Payments of principal and interest evidenced by the Notes are payable directly to DEC by Union Bank,N.A.,as trustee
(the"Trustee"). Upon receipt of payments of such principal and interest,DTC will in cam distribute such payments to the beneficial
8 a owners of the Notes. See APPENDIX E—"BOOK-ENTRY SYSTEM"herein.
THE OBLIGATION OF THE DISTRICT TO PAY THE INSTALLMENT PAYMENT,AND THE INTEREST THEREON,AND
oOTHER PAYMENTS REQUIRED TO BE MADE BY IT UNDER THE INSTALLMENT PURCHASE AGREEMENT IS A SPECIAL
OBLIGATION OF THE DISTRICT PAYABLE, IN THE MANNER PROVIDED IN THE INSTALLMENT PURCHASE
AGREEMENT,FROM NET REVENUES AND OTHER LAWFULLY AVAILABLE FUNDS OF THE DISTRICT,AS PROVIDED
IN THE INSTALLMENT PURCHASE AGREEMENT,AND DOES NOT CONSTITUTE A DEBT OF THE DISTRICT OR OF THE
5 c STATE OF CALIFORNIA, OR OF ANY POLITICAL SUBDIVISION THEREOF, IN CONTRAVENTION OF ANY
m CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE EATEN AND CREDIT NOR THE
9= TAXING POWER OF THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE
p = PAYMENT OF THE INSTALLMENT PAYMENT,OR THE INTEREST THEREON,OR OTHER PAYMENTS REQUIRED TO BE
MADE UNDER THE INSTALLMENT PURCHASE AGREEMENT. SEE"SECURITY AND SOURCES OF PAYMENT FOR THE
c NOTES"HEREIN.
This cover page contains information intended for quick reference only. It is not a summary of Ibis issue. Investors most read the
entire Official Statement to obtain information essential to making an informed investment decision.
p o BIDS FOR THE PURCHASE OF THE NOTES WILL BE RECEIVED BY THE DISTRICT UNTIL 11:30 A.M.NEW YORK
TIME ON OCTOBER 3,2013 UNLESS POSTPONED OR CANCELLED AS SET FORTH IN THE OFFICIAL NOTICE INVITING
BIDS.
The Notes are offered when,as and h'somated and delivered and received by ,as the Initial Purchaser,subject to
the approval of Fulbrigha& Jaworski LLP (a member of Norton Rose Fulbright), Los Angeles, California, Special Counsel and
i3 Disclosure Counsel to the District, and certain other conditions. Certain legal matters will be passed upon for the District and the
Corporation by Woodruff S➢mdlin &Smart, a Professional Corporation, Costa Mesa, California.Public Resources Advisory Group,
Los Angeles, California,has served as financial advisor to the District in connection with the execution and delivery offlc Notes. It is
anticipated that the Notes in definitive form will be available for delivery through the book-entry facilities o`DTC on or about October
2013,
Dated: October.2013
52906807.6
[MAP]
529068076
Return to Mende Report
ORANGE COUNTY SANITATION DISTRICT
Board of Directors
Troy Edgar—(Chair)—Los Alamitos
John Anderson—(Vice Chair)—Porba Linda
Lucille Kring—Anaheim Teresa Smith—Orange
Brett Murdock—Brea Scott Nelson—Placentia
Fred Smith Buena Park David Benavides Santa Ana
Prakash Narain—Cypress Michael Levitt—Seal Beach
Steve Nagel—Fountain Valley David Shawver—Stanton
Greg SebournFullerton John NielsenTustin
Steve Jones—Garden Grove Brad Reese— Villa Park
Joe Shaw—Huntington Beach James M.Ferryman—Costa Mesa Sanitary District
Steven Choi—Irvine John Withers—Irvine Ranch Water District
Tom Beamish—La Habra Tyler Diep—Midway City Sanitary District
Peter Kim—La Palma Janet Nguyen—Member of the Orange County
Keith Curry Newport Beach Board of Supervisors
Executive Management of the District
Jim Herberg, General Manager
Robert P. Ghirelli,D.Env.,Assistant General Manager
Lorenzo Tyner,Director of Finance and Administrative Services
Ed Torres,Director of Operations and Maintenance
Nick Arhontes,Director ofFacilitiies Support Services
Nick Kanetis,P.E.,Director of Engineering
Jeff Reed,Director of Human Resources
Special Services
Special Counsel and Disclosure Counsel
Fulbright&Jaworski LLP
(a member of Norton Rose Fulbright)
Los Angeles,California
District General Counsel
Bradley R.Hogin
Woodmff, Spradlin&Stuart,a Professional Corporation
Costa Mesa,California
Financial Advisor
Public Resources Advisory Group
Los Angeles,California
Trustee
Union Bank,N.A.
Los Angeles,California
52"680]6
No dealer, salesman or any other person has been authorized by the Orange County Sanitation District
(the"District')or the initial purchaser of the Notes listed on the cover page hereof(the"Initial Purchaser")to
give any information or to make any representations,other than those contained in this Official Statement,and,
if given or made,such other information or representations must not be relied upon as having been authorized
by the District or the Initial Purchaser.
This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the Notes by any person in anyjurisdiction in which it is unlawful for such person to
make such an offer, solicitation or sale. The information set forth herein has been provided by the District and
other sources that are believed by the District to be reliable.No dealer,broker,salesperson or other person has
been authorized in give any information or to make any representations other than those contained in this
Official Statement. If given or made, such other information or representations must not be relied upon as
having been authorized by the District, the Corporation or the Initial Purchaser in connection with any
reoffering.
This Official Statement is not to be construed as a contract with the purchasers of the Notes.
Statements contained in this Official Statement which involve estimates, projections, forecasts or matters of
opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed
as representations of facts.
The information and expressions of opinion herein are subject in change without notice and neither
delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the District or the Corporation since the date hereof.
This Official Statement is submitted with respect to the sale of the Notes referred to herein and may not be
reproduced or used,in whole or in part,for any other purpose,unless authorized in writing by the District. All
summaries of the documents and laws are made subject to the provisions thereof and do not purport to be
complete statements of any or all such provisions. Preparation of this Official Statement and its distribution
have been duly authorized and approved by the District and the Corporation.
In connection with the offering of the Notes, the Initial Purchaser in connection with any reoffering
may over-allot or effect transactions which stabilize or maintain the market price of the Notes at a level above
that which might otherwise prevail in the open market. Such stabilizing, if commenced,may be discontinued
at any time. The Initial Purchaser in connection with any reoffering may offer and sell the Notes to certain
dealers, institutional investors and others at prices lower than the public offering prices stated on the cover
page hereof and such public offering prices may be changed from time to time by the Initial Purchaser.
Certain statements included or incorporated by reference in this Official Statement constitute forward-
looking statements. Such statements are generally identifiable by the terminology used such as "plan,"
"expect," "estimate," "budget' or other similar words. The achievement of certain results or other
expectations contained in such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements described to be materially
different from any future results,performance or achievements expressed or implied by such Forward-looking
statements.
CUSIP is a registered trademark of the American Bankers Association. CUSIP data on the cover
hereof and herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services
LLC on behalf of The American Bankers Association. This data is not intended to create a database and does
not serve in any way as a substitute for the CUSIP Services. The District,the Financial Advisor and the Initial
Purchaser are not responsible for the selection or correctness of the CUSIP numbers set forth on the cover
hereof or herein.
52906807.6
Return b Mende Rom
TABLE OF CONTENTS
Page
INTRODUCTION.......................................................................................................................................1
General ...........................................................................................................................................1
TheDistrict.....................................................................................................................................2
Security and Sources of Payment for the Notes..............................................................................2
ContinuingDisclosure....................................................................................................................3
Miscellaneous.................................................................................................................................3
PLANOF FINANCE...................................................................................................................................4
ESTIMATED SOURCES AND USES OF FUNDS...................................................................................4
THENOTES................................................................................................................................................5
General ...........................................................................................................................................5
NoPrepayment...............................................................................................................................5
SECURITY AND SOURCES OF PAYMENT FOR THE NOTES............................................................5
Sale Proceeds of Future Obligations...............................................................................................5
InstallmentPayment........................................................................................................................5
Available Funds of the District.......................................................................................................7
NetRevenues..................................................................................................................................7
RateStabilization Account.............................................................................................................8
Allocation of Revenues...................................................................................................................9
RateCovenant.................................................................................................................................9
Limitations on Issuance of Additional Obligations......................................................................10
Insurance.......................................................................................................................................12
Allocation of Installment Payment...............................................................................................12
THEDISTRICT.........................................................................................................................................14
Background...................................................................................................................................14
Organization and Administration..................................................................................................15
Services.........................................................................................................................................16
ServiceArea..................................................................................................................................16
Employees.....................................................................................................................................17
RetirementPlan.............................................................................................................................18
Other Post-Employment Benefits.................................................................................................20
RiskManagement.........................................................................................................................20
ExistingFacilities.........................................................................................................................20
Permits, Licenses and Other Regulations.....................................................................................21
2009 Facilities Master Plan and Capital Improvement Program..................................................23
Groundwater Replenishment System............................................................................................25
Preferred Level of Treatment........................................................................................................25
BiosolidsManagement..................................................................................................................25
UrbanRunoff................................................................................................................................26
Integrated Emergency Response Program....................................................................................27
Five-Year Strategic Planning........................................................................................................28
DISTRICTREVENUES............................................................................................................................29
SewerService Charges.................................................................................................................29
AdditionalRevenues.....................................................................................................................32
Wastewater Treatment History.....................................................................................................33
52906807.6 i
TABLE OF CONTENTS
(continued)
Page
Customers.....................................................................................................................................33
AssessedValuation.......................................................................................................................35
TaxLevies and Delinquencies......................................................................................................36
BudgetaryProcess.........................................................................................................................37
Reserves........................................................................................................................................38
Summaryof Operating Data.........................................................................................................39
Forecasted Operating Data............................................................................................................41
Management's Discussion and Analysis of Operating Data.........................................................43
Investment of District Funds.........................................................................................................44
FINANCIAL OBLIGATIONS..................................................................................................................44
ExistingIndebtedness...................................................................................................................44
AnticipatedFinancings.................................................................................................................45
Direct and Overlapping Bonded Debt...........................................................................................45
THECORPORATION..............................................................................................................................45
LIMITATIONS ON TAXES AND REVENUES......................................................................................46
Article XIIIA of the California Constitution.................................................................................46
Legislation Implementing Article XIIIA......................................................................................46
Article XIIIB of the California Constitution.................................................................................47
Proposition IA and Proposition 22...............................................................................................48
Article XHIC and Article XHID of the California Constitution...................................................49
Other Initiative Measures..............................................................................................................51
LEGALMATTERS...................................................................................................................................51
FINANCIAL ADVISOR...........................................................................................................................51
ABSENCE OF LITIGATION...................................................................................................................51
FINANCIAL STATEMENTS...................................................................................................................52
TAXMATTERS........................................................................................................................................52
CONTINUING DISCLOSURE.................................................................................................................55
RATINGS..................................................................................................................................................55
PURCHASE AND REOFFERING...........................................................................................................55
MISCELLANEOUS..................................................................................................................................56
APPENDIX A — COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE
ORANGE COUNTY SANITATION DISTRICT FOR FISCAL YEAR
ENDED JUNE 30,2012..............................................................................A-1
APPENDIX B — THE COUNTY OF ORANGE—ECONOMIC AND DEMOGRAPHIC
INFORMATION...............................................................................................B-1
APPENDIX C — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS...................................C-1
APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT.............................D-1
APPENDIX E — BOOK-ENTRY SYSTEM.................................................................................E-1
APPENDIX F — FORM OF APPROVING OPINION OF SPECIAL COUNSEL.......................F-1
52906807.E
11
OFFICIAL STATEMENT
$[PAR AMOUNT[
ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES
SERIES 2013A
INTRODUCTION
This introduction contains only a brief summary of certain of the terms of the Notes being offered
and a brief description of the Official Statement. All statements contained in this introduction are
qualified in their entirety by reference to the entire Official Statement. References to, and summaries of,
provisions of the Constitution and laws of the State of California (the "State') and any documents
referred to herein do not purport to be complete and such references are qualified in their entirety by
reference to the complete provisions. All capitalized terms used in this Official Statement and not
otherwise defined herein have the meanings set forth in the Trust Agreement, the Installment Purchase
Agreement and the Master Agreement(each, as hereinafter defined). See APPENDLY C— "SUMMARY
OF PRINCIPAL LEGAL DOCUMENTS—Definitions"herein.
General
This Official Statement, including the cover page and all appendices hereto, provides certain
information concerning the sale and delivery of$[PAR AMOUNT] aggregate principal amount of the
Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2013A(the
"Notes"),which are certificates of participation evidencing direct,fractional undivided interests in certain
installment payment (the "Installment Payment") and the interest thereon, to be made by the Orange
County Sanitation District (the `District") pursuant to the Installment Purchase Agreement, dated as of
October 1, 2013 (the `Installment Purchase Agreement"), by and between the District and the Orange
County Sanitation District Financing Corporation (the "Corporation"). Unless the context clearly
indicates to the contrary, a reference herein to either of the Installment Purchase Agreement or the Notes
is intended to refer to the corresponding interest in the Installment Purchase Agreement. Pursuant to the
Master Agreement for District Obligations, dated as of August 1, 2000(the"Master Agreement'),by and
between the District and the Corporation, the District has established and declared the conditions and
terms upon which obligations such as the Installment Purchase Agreement, and the Installment Payment
and the interest thereon, will be incurred and secured. The Installment Payment under the Installment
Purchase Agreement is payable from (i)Net Revenues (as defined hereinafter) as provided in the
Installment Purchase Agreement, consisting primarily of all income and revenue received by the District
from the operation or ownership of the Wastewater System of the District (the "Wastewater System")
remaining after payment of Maintenance and Operation Costs, and (ii)other lawfully available funds of
the District, as further described in "SECURITY AND SOURCES OF PAYMENT FOR THE NOTES"
herein.
The Notes are to be executed and delivered pursuant to a Trust Agreement,dated as of October 1,
2013 (the "Trust Agreement'), by and among the District, the Corporation and Union Bank, N.A., as
trustee(the "Trustee'). Proceeds from the sale of the Notes will be used to (i)pay at maturity all of the
Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2012C,
currently outstanding in the aggregate principal amount of$131,700,000 (the`Prior Notes"), and(ii)pay
the costs incurred in connection with the execution and delivery of the Notes.The Notes are not subject to
prepayment prior to their maturity. See`PLAN OF FINANCE"herein.
52"6807.6
The Notes will be executed and delivered in the form of fully registered certificates, dated as of
the date of initial delivery thereof and will mature on October 16, 2014 (the "Maturity Date'). Interest
evidenced by the Notes will be payable on the Maturity Date. See 'THE NOTES" herein. The Notes
initially will be delivered only in book-entry form and will be registered in the name of Cede& Co., as
nominee of The Depository Trust Company,New York, New York("DTC"), which will act as securities
depository for the Notes. The Notes will be delivered in denominations of $5,000 and any integral
multiple thereof. So long as the Notes are in the DTC book-entry system, the interest and principal due
with respect to the Notes will be payable by the Trustee, or its agent, to DTC or its nominee. DTC, in
turn, will make payments pursuant to its procedures as described under APPENDIX E — `BOOK—
ENTRY SYSTEM"herein.
The District
The District is a public agency responsible for regional wastewater collection, treatment and
disposal. The District is the sixth largest wastewater discharger in the United States. The District
provides service to an area with a population of approximately 2.5 million people in the northern and
central portion of the County of Orange (the "County"), in a service area of approximately 479 square
miles, treating an average of 200 million gallons per day("mg/d") of wastewater in Fiscal Year 2012-13.
See"THE DISTRICT,""DISTRICT REVENUES"and"FINANCIAL OBLIGATIONS"herein.
Security and Sources of Payment for the Notes
The Notes,which are certificates of participation evidence direct, fractional undivided interests in
the Installment Payment, and the interest thereon, paid by the District pursuant to the Installment
Purchase Agreement. The obligation of the District to pay the Installment Payment and the interest
thereon and other payments required to be made by it under the Installment Purchase Agreement is a
special obligation of the District payable, in the manner provided under the Installment Purchase
Agreement, from Net Revenues, and other lawfully available funds of the District, as provided in the
Installment Purchase Agreement. Net Revenues generally consist of all income and revenue received by
the District from the operation or ownership of the Wastewater System remaining after payment of
Maintenance and Operation Costs, all as further provided in the Master Agreement The Installment
Purchase Agreement constitutes a Senior Obligation and, as such, is subject to the provisions of the
Master Agreement and is afforded all of the advantages, benefits, interests and security afforded Senior
Obligations pursuant to the Master Agreement.
The District expects the principal of and interest on the Notes to be paid from proceeds of the
sale, on the Maturity Date, of a future series of certificates of participation, notes or other obligations of
the District. The sale and delivery of a future series of certificates of participation, notes or other
obligations of the District will depend on market conditions, certain approvals by the District and the
Corporation and other factors. See"SECURITY AND SOURCES OF PAYMENT FOR THE NOTES—
Sale Proceeds of Future Obligations."
The Installment Purchase Agreement constitutes a Senior Obligation and, as such, is subject to
the provisions of the Master Agreement and is afforded all of the advantages, benefits, interests and
security afforded Senior Obligations pursuant to the Master Agreement The District currently has
Outstanding Senior Obligations payable from Net Revenues on a parity with the Installment Payment
under the Installment Purchase Agreement. See"FINANCIAL OBLIGATIONS—Existing Indebtedness"
and "THE DISTRICT" herein and APPENDIX C — "SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS — Master Agreement" attached hereto. The District has no Subordinate Obligations
currently outstanding.
52906807.6 2
Pursuant to the Master Agreement,the District will,to the extent permitted by law, fix,prescribe
and collect fees and charges for the services and facilities of the Wastewater System which will be at least
sufficient to yield during each Fiscal Year (a)Net Revenues equal to 125% of Debt Service on Senior
Obligations for such Fiscal Year and (b)Net Operating Revenues equal to 100% of Debt Service on all
Obligations for such Fiscal Year. The District may make adjustments from time to time in such fees and
charges and may make such classification thereof as it deems necessary, but shall not reduce the fees and
charges then in effect unless the Revenues and Net Revenues from such reduced fees and charges will at
all times be sufficient to meet the requirements of the Master Agreement. See "SECURITY AND
SOURCE OF PAYMENT FOR THE NOTES—Rate Covenant'herein.
The obligation of the District to pay the Installment Payment and the interest thereon, and
other payments required to be made by it under the Installment Purchase Agreement is a special
obligation of the District payable, in the manner provided in the Installment Purchase Agreement,
from Net Revenues and other lawfully available funds of the District, as provided for in the
Installment Purchase Agreement,and does not constitute a debt of the District or of the State, or of
any political subdivision thereof, in contravention of any constitutional or statutory debt limitation
or restriction. Neither the faith and credit nor the taxing power of the District or the State or any
political subdivision thereof, is pledged to the payment of the Installment Payment, or the interest
thereon, or other payments required to be made under the Installment Purchase Agreement. The
Installment Purchase Agreement constitutes a Senior Obligation and, as such, is subject to the
provisions of the Master Agreement and is afforded all of the advantages, benefits, interests and
security afforded Senior Obligations pursuant to the Master Agreement. See "SECURITY AND
SOURCES OF PAYMENT FOR THE NOTES"herein.
Continuing Disclosure
The District has covenanted for the benefit of holders and beneficial owners of the Notes to
provide notices of the occurrence of certain enumerated events. The specific nature of the information to
be contained in the notices of enumerated events is set forth in the Continuing Disclosure Agreement.
See "CONTINUING DISCLOSURE" herein and APPENDIX D — "FORM OF CONTINUING
DISCLOSURE AGREEMENT."
Miscellaneous
The descriptions herein of the Trust Agreement, the Master Agreement, the Installment Purchase
Agreement, the Continuing Disclosure Agreement and any other agreements relating to the Notes are
qualified in their entirety by reference to such documents. Copies of the Trust Agreement, the Master
Agreement and the Installment Purchase Agreement are on file and available for inspection at the
corporate trust office of Union Bank,N.A.,Los Angeles,California,Attention: Corporate Trust.
52906800.6 3
PLAN OF FINANCE
A portion of the net proceeds from the sale of the Notes, together with other available moneys,
will be used to pay at maturity the installment payment (the "Funded Installment Payment") to be made
by the District in connection with the Prior Notes. Under the terms of the Trust Agreement, dated as of
October 1, 2012 (the "Prior Trust Agreement"), pursuant to which the Prior Notes were executed and
delivered, the payment of the Prior Notes will be effected by depositing a portion of the proceeds of the
Notes into the Installment Payment Fund established under the Prior Trust Agreement (the `Payment
Fund"). Such moneys will be in an amount sufficient to provide for the payment of the interest on the
Funded Installment Payment through and including October 30, 2013 (the `Payment Date") and to
provide for the payment of the principal represented by the Funded Installment Payment In accordance
with the Prior Trust Agreement, the Funded Installment Payment will be applied to the payment of
interest with respect to the outstanding Prior Notes and to the payment of the principal of the outstanding
Prior Notes on the maturity date thereof.
The amounts deposited in the Payment Fund will be held in trust solely for the Prior Notes and
will not be available to pay the principal and interest evidenced by the Notes or any obligations other than
the Prior Notes.
ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds and other amounts in connection with the delivery of the
Notes are presented below.
Sources
Principal Amount of Notes $
Premium
District Contribution
Total Sources $
Uses
Payment of Prior Notes $
Costs of Issuance(l)
Total Uses $
Costsinclude,among other things,the Initial Purchaser's discount,fees of rating agencies,Special
Counsel and Disclosure Counsel fees and expenses and the initial fees of the Trustee.
52906807.6 4
t
THE NOTES
General
The Notes will be prepared in the form of fully registered certificates in denominations of$5,000
and any integral multiple thereof. The Notes will be dated the date of initial delivery thereof and will
mature on the Maturity Date. The principal evidenced by the Notes shall be payable on the Maturity
Date. Interest evidenced by the Notes will accrue from their date of initial delivery and will be payable
on the Maturity Date. Interest evidenced by the Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. See APPENDIX C — "SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS Trust Agreement."
The Notes initially will be delivered only in book-entry form and will be registered in the name of
Cede& Co., as nominee of The Depository Trust Company,New York,New York("DTC"), which will
act as securities depository for the Notes. Individual purchases of the Notes will be made in book-entry
form only. Purchasers of Notes will not receive physical certificates representing their ownership
interests in the Notes purchased. Payments of principal and interest evidenced by the Notes me payable
directly to DTC by Union Bank, N.A., as trustee. Upon receipt of payments of such principal and
interest,DTC will in tam distribute such payments to the beneficial owners of the Notes. So long as the
Notes are held in the DTC book-entry system,the interest and principal due with respect to the Notes will
be payable by the Trustee, or its agent, to DTC or its nominee. DTC, in cum, will make payments
pursuant to its procedures as described under APPENDIX E—"BOOK-ENTRY SYSTEM"herein.
No Prepayment
The Notes are not subject to prepayment prior to their maturity.
SECURITY AND SOURCES OF PAYMENT FOR THE NOTES
Sale Proceeds of Future Obligations
The District expects the principal of and interest on the Notes to be paid from proceeds of the
sale, on the Maturity Date, of a future series of certificates of participation, notes or other obligations of
the District,that will amortize over a term of approximately 23 years(the"Future Obligations").
The issuance of the Future Obligations will require future authorizations by the governing boards
of the District and the Corporation, as well as the preparation of suitable legal and disclosure documents
for the issue. The District is currently unaware of any material impediment to obtaining such
authorizations and documents. In addition, the issuance and sale of the Future Obligations will be
contingent on the District's ability to access the municipal capital markets, which will depend on the
District's creditworthiness and market conditions during the weeks immediately preceding the Maturity
Date. The District is unable to predict such matters with certainty and therefore cannot guarantee that the
Future Obligations will be successfully issued and sold.
Installment Payment
The Notes evidence direct, fractional undivided interests in the Installment Payment, and the
interest thereon, paid by the District pursuant to the Installment Purchase Agreement. The obligation of
the District to pay the Installment Payment and the interest thereon and other payments required to be
made by it under the Installment Purchase Agreement is a special obligation of the District payable,in the
manner provided under the Installment Purchase Agreement, from Net Revenues and other lawfully
52%6807.6 5
available funds of the District, as provided in the Installment Purchase Agreement. Net Revenues
generally consist of all income and revenue received by the District from the operation or ownership of
the Wastewater System remaining after payment of Maintenance and Operation Costs, all as further
provided in the Master Agreement. See"DISTRICT REVENUES"herein.
Pursuant to the Master Agreement, the District has established and declared the conditions and
terms upon which obligations such as the Installment Purchase Agreement, and the Installment Payment
and the interest thereon payable under the Installment Purchase Agreement, will be incurred and secured
The obligation of the District to make the Installment Payment, and payments of interest thereon, and
other payments required to be made by it under the Installment Purchase Agreement, from Net Revenues,
and other lawfully available funds of the District,is absolute and unconditional,and until such time as the
Installment Payment, payments of interest thereon, and such other payments shall have been paid in full
(or provision for the payment thereof shall have been made pursuant to the Installment Purchase
Agreement), the District has covenanted that it will not discontinue or suspend any Installment Payment
when due, whether or not the Project or any part thereof is operating or operable or has been completed,
or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such
Installment Payment, payments of interest thereon, and other payments shall not be subject to reduction
whether offset or otherwise and shall not be conditional upon the performance or nonperformance by any
party of any agreement or any cause whatsoever. The District's obligation to make the Installment
Payment from Net Revenues is on a parity with the District's obligation to make payments with respect to
its Outstanding Senior Obligations. See "Net Revenues" below. Pursuant to the Trust Agreement, the
Corporation has assigned to the Trustee for the benefit of the Owners of the Notes substantially all of its
rights, title and interest in and to the Installment Purchase Agreement, including its right to receive the
Installment Payment and the interest thereon.
The District has certain Existing Senior Obligations Outstanding payable from Net Revenues on a
parity with the Installment Payment under the Installment Purchase Agreement. The tern "Existing
Senior Obligations" as used in this Official Statement refers to the Installment Purchase Agreements
relating to the District's Outstanding Senior Obligations, as set forth on Table 16 under the caption
"FINANCIAL OBLIGATIONS—Existing Indebtedness"herein. The term"Senior Obligations"mused
in this Official Statement refers to the Existing Senior Obligations and to any additional Senior
Obligations, such as the Installment Purchase Agreement, that may be made payable on a parity basis to
the Installment Payment as provided in the Master Agreement. Senior Obligations, together with any
Subordinate Obligations payable on a subordinate basis to the Installment Payments incurred as provided
in the Master Agreement, are referred to collectively as the "Obligations." The District has no
Subordinate Obligations currently outstanding. See "FINANCIAL OBLIGATIONS — Existing
Indebtedness" herein and APPENDIX C "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
Master Agreement"attached hereto.
The obligation of the District to pay the Installment Payment, and the interest thereon, and other
payments required to be made by it under the Installment Purchase Agreement and Master Agreement, is
a special obligation of the District payable, in the manner provided in the Installment Purchase
Agreement, from Net Revenues and other lawfully available £ands of the District, as provided for in the
Installment Purchase Agreement, and does not constitute a debt of the District, the State or of any
political subdivision thereof, in contravention of any constitutional or statutory debt limitation or
restriction. Neither the faith and credit nor the taxing power of the District, the State or any political
subdivision thereof, is pledged to the payment of the Installment Payment or the interest thereon,or other
payments required to be made under the Installment Purchase Agreement. The Installment Purchase
Agreement constitutes a Senior Obligation and, as such, is subject to the provisions of the Master
Agreement and is afforded all of the advantages, benefits, interests and security afforded Senior
52906807.6 6
Obligations pursuant to the Master Agreement. See"SECURITY AND SOURCES OF PAYMENT FOR
THE NOTES"herein.
Available Funds of the District
As Senior Obligations under the Master Agreement, the Installment Payments are payable from
and secured by a pledge of Net Revenues. Should Net Revenues prove insufficient, the Installment
Purchase Agreement further provides that the Installment Payments are payable from any other lawfully
available funds of the District. The primary lawfully available funds of the District are its reserve funds,
other than trustee-held amounts required to be in any Obligation Reserve Fund securing certain of the
District's Senior Obligations, as described in the Master Agreement. At June 30, 2013, the District's
Debt Service Required Reserves totaled $135 million, of which $45.2 million were trustee-held amounts
in Obligation Reserve Funds as required under the Master Agreement. See APPENDIX C—"SUMMARY
OF PRINCIPAL LEGAL DOCUMENTS — Master Agreement" attached hereto. District reserve funds
are maintained in accordance with the District's reserve policy. See "DISTRICT REVENUES —
Reserves." Available reserves at June 30, 2012 and June 30, 2013 were approximately$608 million and
$646 million (unaudited), respectively. See "DISTRICT REVENUES — Reserves," "— Summary of
Operating Data"and"—Projected Operating Data."
Net Revenues
The District is obligated to make the Installment Payment from, among other things, Net
Revenues as provided in the Master Agreement, which consist of Revenues remaining after payment of
costs paid by the District for maintaining and operating the Wastewater System ("Maintenance and
Operation Costs"). Revenues are defined in the Master Agreement to mean, for any period, all income
and revenue received by the District during such period from the operation or ownership of the
Wastewater System, determined in accordance with generally accepted accounting principles, including
all fees and charges received during such period for the services of the Wastewater System, investment
income received during such period (but only to the extent that such investment income is generally
available to pay costs with respect to the Wastewater System, including Maintenance and Operation
Costs), Net Proceeds of business interruption insurance received during such period, ad valorem taxes
received during such period, payments under the Agreement Acquiring Ownership Interests, Assigning
Rights and Establishing Obligations, entered into on February 13, 1986, and amendment No. 1 thereto
dated December 10, 1986 (the "IRWD Agreement'), by and between predecessor County Sanitation
District No. 14 of Orange County and the Irvine Ranch Water District(the"IRWD")received during such
period and all other money received during such period howsoever derived by the District from the
operation or ownership of the Wastewater System or arising from the Wastewater System(including any
standby or availability charges), but excluding (a)Capital Facilities Capacity Charges, (b)payments
received under Financial Contracts, and(c)refundable deposits made to establish credit and advances or
contributions in aid of construction (which, for purposes of the Master Agreement, shall not include
payments under the IRWD Agreement); provided, however, that (i)Revenues shall be increased by the
amounts, if any, transferred during such period from the Rate Stabilization Account to the Revenue
Account and shall be decreased by the amounts, if any,transferred during such period from the Revenue
Account to the Rate Stabilization Account, and (ii)Revenues shall include Capital Facilities Capacity
Charges collected during such period to the extent that such Capital Facilities Capacity Charges could be
properly expended on a Capital Facilities Capacity Charge Eligible Project for which the proceeds of
Senior Obligations were used or are available to be used. Any Federal Subsidy payments received by the
District will constitute Revenues as defined in the Master Agreement. See "DISTRICT REVENUES —
Additional Revenues"herein.
52906900.6 7
The District's obligation to make the Installment Payment from its Net Revenues is on a parity
with the District's obligation to make payments with respect to its other outstanding obligations described
as Senior Obligations and all Reimbursement Obligations with respect to Senior Obligations,as provided
in the Master Agreement. The Installment Purchase Agreement constitutes a Senior Obligation and, as
such, is subject to the provisions of the Master Agreement and is afforded all of the advantages, benefits,
interests and security afforded Senior Obligations pursuant to the Master Agreement. Pursuant to the
Master Agreement, the District pledges all Net Revenues to the payment of the Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations, and the Net Revenues will not be used for
any other purpose while any of the Senior Obligations or Reimbursement Obligations with respect to
Senior Obligations remain unpaid; provided, however, that out of the Net Revenues there may be
apportioned such sums for such purposes as are expressly permitted by the Master Agreement. This
pledge constitutes a first lien on the Net Revenues for the payment of the Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations. The term"Senior Obligations,"generally
means all revenue bonds or notes(including bond anticipation notes and commercial paper)of the District
authorized, issued,executed and delivered under and pursuant to applicable law,the Installment Purchase
Agreement, and all other contracts (including financial contracts) or leases of the District authorized and
executed by the District under and pursuant to applicable law, including, without limitation, installment,
lease or other payments which are, in accordance with the provisions of the Master Agreement, payable
from Net Revenues on a parity with the payments under the Master Agreement.
The District may at any time incur Subordinate Obligations payable on a subordinate basis to the
Installment Payment as provided in the Master Agreement; provided, however, that prior to incurring
such Subordinate Obligations, the District shall have determined that the incurrence thereof will not
materially adversely affect the District's ability to comply with the requirements of the Master
Agreement. The District may at any time incur Reimbursement Obligations with respect to Subordinate
Obligations. For a description of the District's Outstanding Senior Obligations and Subordinate
Obligations, see "FINANCIAL OBLIGATIONS Existing Indebtedness" herein. There are currently
no Subordinate Obligations or Reimbursement Obligations with respect to Subordinate Obligations
outstanding.
The District may, in connection with the incurrence of Subordinate Obligations, pledge Net
Revenues to the payment of Subordinate Obligations and Reimbursement Obligations with respect to
Subordinate Obligations; provided, however, that such pledge, and any lien created thereby, shall be
junior and subordinate to the pledge of, and lien on,Net Revenues for the payment of Senior Obligations
and Reimbursement Obligations with respect to Senior Obligations.
Rate Stabilization Account
To avoid fluctuations in its fees and charges of the Wastewater System, from time to time the
District may deposit in the Rate Stabilization Account from Net Revenues such amounts as the District
deems necessary or appropriate. From time to time, the District may also transfer moneys from the Rate
Stabilization Account to the Revenue Account to be used by the District, first to pay all Maintenance and
Operations Costs as and when the same shall be due and payable. In addition, any such amount
transferred from the Rate Stabilization Account to the Revenue Account by the District is included as
Revenues for any period,but such transferred amount is excluded from determining Operating Revenues
for any period. Revenues will be decreased by the amounts,if any,transferred from the Revenue Account
to the Rate Stabilization Account. There are presently no funds in the Rate Stabilization Account.
52906807.6 8
Allocation of Revenues
To carry out and effectuate the pledge of Net Revenues under the Master Agreement as described
above, the District agrees and covenants that all Operating Revenues received by the District will be
deposited when and as received in the Revenue Account. Additionally, amounts may, from time to time
as the District deems necessary or appropriate, be transferred from the Rate Stabilization Account and
deposited in the Revenue Account, as described above under" Rate Stabilization Account"above. The
District will pay from the Revenue Account all Maintenance and Operations Costs (including amounts
reasonably required to be set aside in contingency reserves for Maintenance and Operations Costs, the
payment of which is not immediately required)as and when the same shall be due and payable.
After having paid, or having made provisions for the payment of, Maintenance and Operations
Costs, the District shall set aside and deposit or transfer, as the case may be, from the Revenue Account
such amounts at such times as provided in the Master Agreement in the following order of priority:
(1) Senior Obligation Payment Account;
(2) Senior Obligation Reserve Funds(the Notes are not secured by any Reserve Fund);
(3) Subordinate Obligation Payment Account;
(4) Subordinate Obligation Reserve Funds; and
(5) Rate Stabilization Account.
Amounts required or permitted to be deposited or transferred as described in items 2, 3, 4 and 5
above, shall not be so deposited or transferred unless the District shall have determined that there will be
sufficient Net Revenues available to make the required deposits or transfers on the dates on which such
deposits or transfers are required to be made as described above. So long as the District has determined
that Net Revenues will be sufficient to make all of the deposits or transfers required to be made pursuant
to items 1, 2, 3, 4 and 5 above, on the dates on which such deposits or transfers are required to be made,
Net Revenues on deposit in the Revenue Account may from time to time be used for any purpose for
which the District funds may be legally applied. For additional information, see APPENDIX C —
"SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Master Agreement."
Rate Covenant
Pursuant to the Master Agreement,the District will,to the extent permitted by law, fix,prescribe
and collect fees and charges for the services of the Wastewater System which will be at least sufficient to
yield during each Fiscal Year (a)Net Revenues equal to 125% of Debt Service on Senior Obligations for
such Fiscal Year and (b)Net Operating Revenues equal to 100% of Debt Service on all Obligations for
such Fiscal Year. The District may make adjustments from time to time in such fees and charges and may
make such classification thereof as it deems necessary, but will not reduce the fees and charges then in
effect unless the Revenues and Net Revenues from such reduced fees and charges will at all times be
sufficient to meet the requirements of the Master Agreement.
In addition, the District has covenanted in the Master Agreement to prepare and adopt an annual
budget for the Wastewater System for each Fiscal Year. Such budget will set forth in reasonable detail
the Revenues anticipated to be derived in such Fiscal Year and the expenditures anticipated to be paid or
provided for therefrom in such Fiscal Year, including,without limitation, the amounts required to pay or
provide for the payment of the Obligations during such Fiscal Year, the amounts required to pay or
52906807.6 9
provide for the payment of Maintenance and Operations Costs during such Fiscal Year and the amounts
required to pay or provide for the payment of all other claims or obligations required to be paid from
Revenues in such Fiscal You,and will show that Revenues and Net Revenues will be at least sufficient to
satisfy the requirements of the Master Agreement. On or before September 1 of each Fiscal Year, the
District will file with the Trustee a copy of the adopted budget for such Fiscal Year. See APPENDIX C
"SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Master Agreement" for additional
information.
The District has an established reserve policy with eight separate reserve fund categories. Over
the next ten years,the year ending reserve total for each year is projected not to fall below$500 million as
indicated in the District's ten-year cash flow forecast for fiscal years 2013-14 through 2022-23. At its
election, the District may use unrestricted reserves to help satisfy the rate covenant described above. See
"DISTRICT REVENUES Reserves"herein.
Limitations on Issuance of Additional Obligations
Senior Obligations The District may at any time incur Senior Obligations in addition to the
Existing Senior Obligations payable from Net Revenues as provided in the Master Agreement on a parity
with all other Senior Obligations theretofore incurred but only subject to the following conditions under
the Master Agreement:
(1) Upon the incurrence of such Senior Obligations, no Event of Default will be continuing
under the Master Agreement;and
(2) Subject to the provisions of the Master Agreement, the District will have received either
one of the following:
(1) A Written Certificate of the District certifying that, for a 12 consecutive calendar
month period during the 24 consecutive calendar month period ending in the
calendar month prior to the incurrence of such Senior Obligations (which 12
consecutive calendar month period will be specified in such certificate or
certificates):
(A) Net Revenues,as shown by the books of the District,will have amounted
to at least 125% of Maximum Annual Debt Service on all Senior
Obligations to be outstanding immediately after the incurrence of such
Senior Obligations,and
(B) Net Operating Revenues,as shown by the books of the District,will have
amounted to at least 100% of Maximum Annual Debt Service on all
Obligations to be outstanding immediately after the incurrence of such
Senior Obligations.
For purposes of demonstrating compliance with the foregoing,Net Revenues and
Net Operating Revenues may be adjusted for(x) any changes in fees and charges
for the services of the Wastewater System which have been adopted and are in
effect on the date such Senior Obligations are incurred, but which, during all or
any part of such 12 consecutive calendar month period, were not in effect,
(y)customers added to the Wastewater System subsequent to such 12
consecutive calendar month period but prior to the date such Senior Obligations
are incurred, and (z) the estimated change in available Net Revenues and Net
52906807.6 10
Operating Revenues which will result from the connection of existing residences
or businesses to the Wastewater System within one year following completion of
any project to be funded or any system to be acquired from the proceeds of such
Senior Obligations;or
(ii) A certificate or certificates from one or more Consultants which, when taken
together, project that, for each of the two Fiscal Years next succeeding the
incumence of such Senior Obligations:
(A) Net Revenues will amount to at least 125% of Maximum Annual Debt
Service on all Senior Obligations to be outstanding immediately after the
incurrence of such Senior Obligations,and
(B) Net Operating Revenues will amount to at least 100% of Maximum
Annual Debt Service on all Obligations to be outstanding immediately
after the incurrence of such Senior Obligations.
For purposes of demonstrating compliance with the foregoing,Net Revenues and
Net Operating Revenues may be adjusted for(x)any changes in fees and charges
for the services of the Wastewater System which have been adopted and are in
effect on the date such Senior Obligations are incurred or will go into effect prior
to the end of such two Fiscal Year period, (y) customers expected to be added to
the Wastewater System prior to the end of such two Fiscal Year period, and (z)
the estimated change in available Net Revenues and Net Operating Revenues
which will result from the connection of existing residences or businesses to the
Wastewater System within one year following completion of any project to be
funded or any system to be acquired from the proceeds of such Senior
Obligations. For purposes of preparing the certificate or certificates described
above,the Consultant may rely upon financial statements prepared by the District
that have not been subject to audit by an independent certified public accountant
if audited financial statements for the period are not available.
See, also "FINANCIAL OBLIGATIONS — Existing Indebtedness" herein. The District is not
required to comply with the provisions described above in paragraph (2) if the Senior Obligations being
incurred me Short-Term Obligations excluded from the calculation of Assumed Debt Service pursuant to
clause (H) of the definition thereof. See APPENDIX C — "SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS—Definitions"herein.
The determination of Net Revenues for use in the calculation described above is more fully
described in APPENDIX C — "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Master
Agreement — Senior Obligations" attached hereto. The District is not required to comply with the
provisions described in paragraph (2) above for such portion of Senior Obligations incurred for the
purpose of providing funds to refund or refinance Senior Obligations if (i)upon such refunding or
refinancing, debt service on such refunded or refinanced Obligations, or debt service on bonds, notes or
other obligations of an entity other than the District,the debt service on which is payable from Obligation
Payments for such Obligations (the "Related Bonds'), will no longer be included in the calculation of
Assumed Debt Service either because such Obligations, or the Related Bonds of such Obligations, will
have been paid in full or because such debt service is disregarded pursuant to clause(L) of the definition
of Assumed Debt Service, and (ii)Assumed Debt Service in each Fiscal Year for the portion of such
Senior Obligations incurred for the purpose of providing funds to refund or refinance such Obligations is
less than or equal to 105% of Assumed Debt Service in such Fiscal Year for such Obligations being
52%6800.6 11
refunded or refinanced (assuming for such purposes that debt service on such refunded or refinanced
Obligations, or debt service on the Related Bonds of such Obligations, is not disregarded pursuant to
clause (L) of the definition of Assumed Debt Service). See APPENDIX C "SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS—Master Agreement'attached hereto for additional information.
The District may at any time incur Reimbursement Obligations with respect to Senior
Obligations.
Subordinate Obligations. The District may at any time incur Subordinate Obligations upon
satisfaction of the conditions provided in the Master Agreement. See APPENDIX C "SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS Master Agreement'herein for a description of such conditions.
Insurance
The District will procure and maintain or cause to be procured and maintained casualty insurance
on the Wastewater System with responsible insurers,or provide self-insurance(which may be provided in
the form of risk-sharing pools), in such amounts and against such risks (including accident to or
destruction of the Wastewater System) as are usually covered in connection with facilities similar to the
Wastewater System. The District will procure and maintain such other insurance which it will deem
advisable or necessary to protect its interests and the interests of the Corporation. See "THE DISTRICT
Risk Management' and APPENDIX C "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
Master Agreement'herein.
[Remainder of page intentionally left blank.]
52906807.6 12
Return to Aaeoda Report
Allocation of Installment Payment
Set forth in Table 1 below is the estimated Installment Payment with respect to the Notes. Also
set forth an, the payments due on Other Senior Obligations, excluding the Prior Notes. The District
ultimately expects the Notes to be paid with obligations that will amortize over a term of approximately
23 years,but there is no guarantee that such refinancing will occur.
Table 1
Estimated Installment Payment and Outstanding
Existing Senior Obligations of the District
(As of October 1,2013)
Fiscal Year Installment Payment Other Senior
Ending Relating to Notes Obligation Pavmentsl'X21
Jane 30 Principal Interest Principal Interest Total
201401 - - $ 10,055,000 $ 27,511,396 $ 37,566,396
2015 - - 27,875,000 54,299,011 82,174,011
2016 - - 29,405,000 53,125,356 82,530,356
2017 - - 35,575,000 51,756,369 87,331,369
2018 - - 33,170,000 50,228,169 83,398,169
2019 - - 32,735,000 49,096,419 81,831,419
2020 - - 34,370,000 47,462,519 81,832,519
2021 - - 36,005,000 45,829,319 81,834,319
2022 - - 30,065,000 44,071,069 74,136,069
2023 - - 31,550,000 42,584,979 74,134,979
2024 - - 32,965,000 41,169,979 74,134,979
2025 - - 34,575,000 39,556,359 74,131,359
2026 - - 35,995,000 38,139,691 74,134,691
2027 - - 38,105,000 36,376,341 74,481,341
2028 - - 39,875,000 34,569,066 74,444,066
2029 - - 41,720,000 32,677,491 74,397,491
2030 - - 44,585,000 30,698,066 75,283,066
2031 - - 57,225,000 28,604,641 85,829,641
2032 - - 69,775,000 26,245,769 96,020,769
2033 - - 85,305,000 22,816,786 108,121,786
2034 - - 44,765,000 18,727,006 63,492,006
2035 - - 46,935,000 16,307,232 63,242,232
2036 - - 49,220,000 13,771,510 62,991,510
2037 - - 51,610,000 11,113,614 62,723,614
2038 - - 34,290,000 8,325,855 42,615,855
2039 - - 35,920,000 6,395,648 42,315,648
2040 - - 24,575,000 4,375,150 28,950,150
2041 - - 20,805,000 2,912,640 23,717,640
2042 - - 12,430,000 1,581,120 14,011,120
2043 - - 9,795,000 785,600 10,580,600
2044 2,480,000 158,720 2,638,720
Total $ $ $1.113.755.000 $881.272.885 $
Excludes the Prior Notes.
<x> Excludes principal and interest due on August 1,2011
52906807.6 13
THE DISTRICT
Background
The Orange County Sanitation District is a public agency responsible for regional wastewater
collection, treatment and disposal. The District is the sixth largest wastewater discharger in the United
States. The District provides service to an area with a population of approximately 2.5 million people in
the northern and central portion of the County by treating an average of 200 mg/d of wastewater in Fiscal
Year 2012-13. The District serves approximately 81% of the County population in approximately 479
square miles,or approximately 60%of the County's area.
The service area which comprises the District was originally formed in 1954 pursuant to the
County Sanitation District Act, as amended, Section 4700 et seq. of the Health and Safety Code of the
State. The District's service area originally consisted of seven independent special districts in the County
which were each responsible for matters relating to their individual districts. These special districts were
jointly responsible for the treatment and disposal facilities which they each used. The seven independent
districts were successors to the Joint Outfall Sewer Organization, which was formed in 1923 among the
Cities of Anaheim, Santa Ana,Fullerton, and Orange, and the sanitary districts of Placentia, Buena Park,
La Habra, and Garden Grove. The Joint Outfall Sewer Organization constructed a treatment plant and
outfall in the early 1920s to serve its members. It was reorganized in 1947 and 1948 into seven county
sanitation districts — District Nos. 1, 2, 3, 5, 6, 7 and 11. These prior districts were formed based on
engineers' analyses of the gravity flows in the service area. District No. 13 was formed in 1985 and
District No. 14 was added in 1986. These districts were co-participants in a Joint Agreement which
provided for the joint construction,ownership,and operation of the prior districts'joint facilities.
In April 1998, at the request of the Board of Directors of the District (the"Board of Directors'),
the Board of Supervisors of the County of Orange (the "County Board") passed Resolution No. 98-140
approving the consolidation of the then existing nine special districts into a new, single sanitation district,
to be known as the Orange County Sanitation District. This action was designed to simplify governance
stmctmes, reduce the size of the Board of Directors, ease administrative processes, streamline decision-
making and consolidate accounting and auditing processes. The consolidation was effective on July 1,
1998.
Pursuant to the Resolution and Government Code Section 57500, the prior districts transferred
and assigned all of their powers, rights, duties, obligations, functions and properties to the District, and
the District assumed all obligations of the prior districts which were several and not joint including,
without limitation, their obligations to repay the then outstanding certificates of participation. The
boundaries of the nine predecessor special districts were initially used by the District to delineate separate
revenue areas (the"Revenue Areas") for budgeting and accounting purposes and in order to facilitate the
imposition of fees and charges imposed by the District. See "DISTRICT REVENUES — Sewer Service
Charges"herein.
The District is managed by the Board of Directors, whose members are appointed by 25 member
cities and agencies which are serviced by the District. The District is responsible for construction and
maintenance of a major portion of the wastewater collection, treatment and disposal facilities within its
boundaries. Revenue Area No. 7 is responsible for approximately 170 miles of local sewers in its service
area, whereas local sanitary districts, water districts and cities are responsible for local sewers in the
remainder of the District's service area.
52906807.6 14
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Organization and Administration
The District is independent of and overlaps other political jurisdictions. There are many
governmental entities, including the County, that operate within the District's jurisdiction. These entitles
me exclusively responsible for the administration of their own fiscal affairs,and the District is not entitled
to operating surpluses of, or responsible for operating deficits of,any of the other entities.
The 25-member Board of Directors is composed of representatives from 21 cities,unincorporated
areas of the County and three special districts, including mayors of cities, members of city councils,
directors of independent special districts and one member from the County Board. Several board
committees, made up of members of the Board of Directors, consider topics for action by the Board of
Directors and make recommendations to the Board of Directors. The Chair and the Vice Chair of the
Board of Directors are elected every year by a majority of the Board of Directors, and serve at the
pleasure of the majority of the Board of Directors.
The District has a general manager, outside general counsel, and administrative and operating
staff, with offices located at Reclamation Plant No. 1 in Fountain Valley, California. The District
currently employs an administrative and operating staff of approximately 600 under the direction of its
General Manager,James Herberg.
James Herberg,P.E. is the General Manager of the District and has served in this capacity since
April 1, 2013. He previously held the positions with the District as Assistant General Manager,Director
of Engineering and Director of Operations and Maintenance. Mr. Herberg has more than 20 years of
experience in water and wastewater including project management, construction management, design,
strategic planning,and operations and maintenance.
Robert P. Ghirelli,D.Env. is the Assistant General Manager of the District,and has served in that
capacity since July 2006. Dr. Ghirelli previously served as Director of Technical Services for the District
since his joining the District in 1998. Prior to joining the District,Dr. Ghirelli served for just over a year
as managing principal of the Los Angeles office of a national environmental consulting firm, and served
20 years in supervisory positions with the State Water Resources Control Board and Regional Water
Quality Control Boards, including 13 years serving as Executive Officer of the California Regional Water
Quality Control Board,Los Angeles/Ventura Region.
Lorenzo Tyner is the District's Director of Finance and Administrative Services. In
September 2005, Mr. Tyner joined the District with approximately 20 years of public finance and
budgeting experience, most recently serving as the Los Angeles Unified School District Budget Director
and Deputy Chief Financial Officer. Mr. Tyner previously worked in large government organizations
including the City of Los Angeles and the Los Angeles County Metropolitan Transportation Authority
and with private sector companies IBM Global Services and TRW Space and Defense.
Ed Torres is the District's Director of Operations and Maintenance for the District. He has
served the District since 1991. Prior to joining the District, Mr. Tortes served in a professional capacity
for the California State University System and TRW Electronics and Defense Sector. Mr. Torres has
more than 25 years of public and private sector experience in protecting public health and the
environment.
Nick Arhonte, P.E. is the District's Director of Facilities Support Services and has served the
District since 1988. Mr. Arhontes has more than 30 years of experience managing various engineered
systems in the private and public sectors regionally,nationally, and internationally.
52906807.6 15
Nick Kaneris, P.E. is the District's Director of Engineering. He is responsible for the planning,
design, and construction of the District's approximately $2.0 billion capital improvement program. Mr.
Kanetis has over 28 years of professional engineering management, design, and construction experience
in both the private and public sectors. Prior to joining the Orange County Sanitation District,Mr. Kanetis
filled executive management positions in private engineering consulting with a focus on the design,
planning and construction management of municipal water and wastewater infrastructure projects.
Additionally, during his tenure at the City of San Diego,Mr.Kanetis was the Water Department's Deputy
Director in charge of engineering and program management for an $800 million water system capital
improvements program.
Jeff Reed is the District's Director of Human Resources. He has worked for the District since
1987. Mr. Reed serves as the District's Employee Relations Officer, administering to employer-employee
relations between the District and its local public employee organizations. In addition to human
resources,Mr. Reed has served the District in leadership roles in both safety and operations.
Services
The District owns and operates regional wastewater collection, treatment, and disposal facilities
for the metropolitan area in the northern and central portion of the County. The District receives
wastewater from the collection systems of the cities, sanitary districts and unincorporated areas of the
County located within the District. See"THE THE DISTRICT—Service Areas"herein.
Generally, local agency systems collect wastewater from residential and industrial customers and
convey the wastewater to District trunk sewer pipelines for conveyance to the District's wastewater
treatment plants.
The District's staff is responsible for operating and maintaining the District's infrastructure,
although some work is performed by external contractors.
Currently, the District has established supply contracts for all chemicals necessary to the
operation and maintenance of the facilities of the District. The District has sufficient standby systems in
the event of equipment failures or system outages.
Service Area
The map on the inside cover of this Official Statement shows the District's boundaries and
selected cities located within the District. District boundaries were originally established in 1947 and
1948 based on drainage basins. As the existing cities have grown and new areas have incorporated, city
limits have come to overlap District boundaries. The District currently serves an approximately 479
square-mile area including 23 of the County's 33 cities and various unincorporated areas of the County.
The District serves a population of approximately 2.5 million residents.
52906807.6 16
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Set forth in Table 2 below is the estimated populations of cities and unincorporated areas served
by the District as of January 1,2013.
Table 2
Estimated Populations of Cities and Unincorporated Areas
Served by the Orange County Sanitation District
As of January 1,2013
Citv Population
Anaheim 346,161
Brea 41,394
Buena Park 81,953
Costa Mesa 111,358
Cypress 48,547
Fountain Valley 56,180
Fullerton 138,251
Garden Grove 173,075
Huntington Beach 193,616
Irvine 231,117
La Habra 61,202
La Palma 15,818
Los Alamitos 11,626
Newport Beach 86,436
Orange 138,792
Placentia 51,776
Santa Ana 329,915
Seal Beach 24,487
Stanton 38,764
Tustin 77,983
Villa Park 5,900
Westminster 91,169
Yorba Linda 66,437
Cities Subtotal") 2,421,957
Unincorporated Areas(estimated)") 72,180
Total 2.494.137
77Demographic Unit, State of California Department of Finance.
al Center for Demographic Research,California State University,Fullerton.
Employees
As of July 25, 2013, the District had a total of 597 employees. The majority of District
employees are represented by recognized employee organizations, which include the following: the
Orange County Employees Association("OCEA"),representing administrative/clerical,technical services
and engineering employees since 1979, the International Union of Operating Engineers — Local 501
("Local 501"), representing operations and maintenance employees since October 1985, and the Peace
Officers Counsel of California representing employees within the Supervisor Group and Professional
Group since 1991. The total number of represented employees is 545, and is broken down as follows:
101 employees represented by OCEA, 200 employees represented by Local 501, and 244 employees
represented by the Supervisor Group and Professional Group. The contractual agreements between
52906807.6 17
District and the Supervisor Group and Professional Group were renegotiated in 2010 and expired on June
30, 2013. The District is continuing to bargain with the Supervisor Group and Professional Group to
reach agreement. The contractual agreements between OCEA and District and the Local 501 and District
were renegotiated in 2011 and will expire on June 30, 2014. Historically, the District has experienced
positive and collaborative working relationships with each organization and has not endured any work
stoppages since the early 1980s.
Retirement Plan
The District participates in the Orange County Employees Retirement System ("OCERS'), a
cost-sharing multiple-employer defined benefit pension plan, which is governed and administered by a
nine-member Board of Retirement. OCERS was established in 1945 under the provisions of the County
Employees Retirement Law of 1937,and provides members with retirement,death,disability,and cost of-
living benefits.
All full-time and part-time District employees participate in OCERS. Contributions are based on
an OCERS actuarial-determined rate structure and age at time of employment; contributions are deducted
on a pre-tax basis. Most employees do not pay into Social Security with the exception of 1.45% of gross
income, which is paid into the Medicare portion of Social Security. The amount of the retirement
allowance is based upon the member's age at retirement,the member's"final compensation"as defined in
Section 31462 of the Retirement Law of 1937, the total years of service under OCERS, and the
employee's classification as a Plan B, G, H, or U member. Plan U applies to all full-time and part-time
employees hired on or after January 1, 2013. Plan B applies to supervisor and professional employees
hired on or after October 1, 2010, Local 501 employees hired on or after July 1, 2011 and OCEA
employees hired on or after August 1, 2011. Plan G applies to employees hired before September 21,
1979. Plan H applies to employees hired on or after September 21, 1979 and prior to the eligibility dates
for Plan B or Plan U. Plan G and H provide 2.5% of final compensation per year of service at age 55.
Plan B provides 1.667%of final compensation per year of service at age 57.5, and Plan U provides 2%at
62. "Final compensation"is the highest consecutive 12 months of compensation for Plan G members and
the highest consecutive 36 months of compensation divided by three for Plan B, H, and U members.
Benefits fully vest under the OCERS retirement plan upon reaching five years of service. Employees
who retire at or after age 50 with ten or more years of service are eligible to receive an annual retirement
allowance, but at a reduced benefit for those employees retiring prior to age 62 for Plan U members, 57.5
for Plan B members, or prior to age 55 for Plan G and H members. OCERS also provides death and
disability benefits.
As a condition of participation under the provisions of the County Employees Retirement Law of
1937, members are required to contribute a percentage of their annual compensation to OCERS. The
District contributes a percentage of covered employees' base salary towards the employee's contribution
to OCERS for members of Plans G and H. Members of Plans U and B do not receive any contributions
toward employee's contribution to OCERS.
52906807.6 18
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Set forth in Table 13 below is a current comparison of the District's contributions to OCERS for
Fiscal Years 2007-08 through 2012-13 and projected contributions for Fiscal Year 2013-14.
Table 3
Orange County Sanitation District
Comparison of District Contributions to OCERS for Fiscal Years 2007-08 through 2012-13
and Projected Contributions for Fiscal Year 2013-14
District
Fiscal Year Rate"' Contributions
2007-08 20.55% $11,011,693
2008-09 21.14 12,193,601
2009-10 21.50 13,029,795
2010-11 24.04 14,370,158
2011-12 25.68 15,202,253
2012-13 27.61 17,078,872
2013-14121 31.83 19,163,600
Reqwon as a percent of covered payroll. Includes amortization of Unfunded Actuarial Accrued
Liability.Combined rate for all Plans.
t�1 Projected.
Source: Orange County Sanitation District.
For Fiscal Years 2007-08 through 2012-13, the District's required contribution was equal to the
contribution that the District actually made. As noted, the required contribution set forth above includes
amortization of Unfunded Actuarial Accrued Liability ("UAAL"). For the Fiscal Year ended June 30,
2013, total payroll costs of employees covered by OCERS was $59,966,096. As of the December 31,
2012 valuation, OCERS has an aggregate UAAL ratio of 62.52%, for a total UAAL on an actuarial basis
of$5.68 billion.
The District's retirement program includes Additional Retiree Benefit Account ("ARBA")
benefits. ARBA benefits provide a monthly payment to retirees towards the premium costs of health
insurance for the retiree and eligible dependents. The retiree is not required to use this amount for health
insurance premium or to remain on the OCERS medical plan. Benefits vest upon retirement after
qualifying public service of ten years. The District pays 100% of the cost for the ARBA plan and utilizes
a pay-as-you-go method for funding the plan. The District paid$421,650 in ARBA benefits during Fiscal
Year 2012-13. Effective August 1, 2011, ARBA benefits are no longer available to new OCEA Croup
employees of the District.
For more information regarding OCERS and the District's retirement plan as of June 30, 2012,
see Note 6 to the Comprehensive Annual Financial Report of the Orange County Sanitation District for
Fiscal Year Ended June 30, 2012 set forth in Appendix A. The Comprehensive Annual Financial Reports
of the Orange County Employees Retirement System are available on the OCERS website at
http://www.ocers.org. The information on such wcbsite is not incorporated herein by such reference or
otherwise. The District cannot predict whether the OCERS investment portfolio will experience
additional losses in the future; however, any future losses could result in material increases in the
District's required contributions.
52906907.E 19
Other Post-Employment Benefits
In June 2004, Governmental Accounting Standards Board ("GASB") issued Statement No. 45,
which requires state and local governmental employers to fund the actuarially determined annual required
contribution("ARC")for its post-employment benefits other than pension benefits (known as other post-
employment benefits or"OPEB") or record the entire amount of the unfunded liability of its OPEB in its
financial statements. OPEB includes healthcare and life insurance expenses and related liabilities, and an
annual required contribution to fund such liabilities. The District adopted Statement No. 45 for the fiscal
year beginning July 1, 2007, as required of a GASB "Phase 1 Agency." According to the District's
actuary, Demsey Filliger Associates (the "Actuary"), the unfunded OPEB liability as of July 1, 2011 is
approximately$10.7 million. The ARC is $900,035 for Fiscal Year 2012-13. Calculation of the ARC is
based on the present value of benefits accruing in the current year,a 30-year amortization of the unfunded
OPEB liability and an assumed rate of return on investments in the retiree fund of 5% per annum. The
District does not believe that its OPEB liability will have a material impact on its operational results.
Risk Management
As of the date hereof, the District has in force basic all risk property and casualty insurance,
including theft, fire, flood,terrorism and boiler and machinery losses at its plants and pump stations. The
District is self-insured for portions of workers' compensation,property damage and general liability. The
self-insurance portion of workers' compensation is $750,000 per person per occurrence with outside
excess insurance coverage to the statutory limit. The self-insured portion for property damage covering
fire and other disasters is $250,000 per occurrence with outside excess insurance coverage to $1 billion.
The self-insured portion for property damage covering flood is $100,000 per occurrence with outside
excess insurance coverage to $300 million. The District is self-insured for all property damage from the
perils of earthquakes. See "DISTRICT REVENUES — Reserves." The District also maintains outside
comprehensive boiler and machinery insurance, including business interruption insurance, with a $100
million limit with deductibles ranging from$25,000 to $350,000. The District is self-insured for general
liability coverage up to $250,000 per occurrence (except that employment practice liability is $500,000),
with excess general liability coverage up to$30 million.
During the past five fiscal yews there have been no settlements in excess of covered amounts.
Claims against the District are processed by outside claim administrators. The District believes that there
are no unrecorded claims as of June 30, 2013 that would materially affect the financial position of the
District.
For more information regarding the District's insurance coverage as of June 30,2012, see Note 1
to the Comprehensive Annual Financial Report of the Orange County Sanitation District for Fiscal Year
Ended June 30,2012 set forth in Appendix A.
Existing Facilities
The District's Wastewater System presently consists of two wastewater treatment plants, an
influent metering and diversion structure, 15 off-plant pump stations, various interplant pipelines and
connections, and the ocean outfall facilities. The District's Wastewater System includes approximately
403 miles of sewers within 11 trunk sewer systems, 170 miles of local sewers located within a portion of
Revenue Area No. 7, two treatment plants, two discharge outfalls and two emergency weir outlets. The
existing treatment plants have a rated primary treatment capacity of 372 mg/d,including standby capacity.
Treatment Plant No. I ("Plant No. I") is located in the City of Fountain Valley, about four miles
from the coast, adjacent to the Santa Ana River. Secondary treatment capabilities we provided by a
52906807.6 20
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trickling filter plant and two conventional air activated sludge plants. Up to 105 mg/d of secondary
treated effluent is conveyed to an Orange County Water District (the "OCWD") plant for tertiary
treatment prior to reclamation and groundwater recharge. See "Groundwater Replenishment System"
below.
Treatment Plant No. 2("Plant No. 2")is located in the City of Huntington Beach, 1,500 feet from
the ocean, at the mouth of the Santa Ana River. Secondary treatment capabilities are provided by a Pure
Oxygen Activated Sludge plant and a Solids Contact Trickling Filter plant.
The District employs several phases in the treatment of wastewater. The first phase,preliminary
treatment,removes debris such as eggshells,sand and other non-biodegradable items. See also"Preferred
Level of Treatment" and `Biosolids Management' below. In the next phase, primary treatment,
wastewater is pumped to large settling basins. The liquids me separated from the remaining solids which
settle or float as the wastewater passes through large settling basins called clarifiers. The settled solids
me sent to solids treatment facilities. All of the wastewater received by the District is sent to secondary
treatment for further processing. During secondary treatment, the wastewater is treated with naturally
occurring bacteria to remove most of the remaining dissolved and suspended microscopic organic solids.
The treated wastewater from both plants is mixed together at Plant No.2,where it is then pumped through
the ocean outfall pipe that extends five miles offshore.
Set forth in Table 4 below are the treatment plants' approximate treatment capacities.
Table 4
Wastewater System Treatment Capacities
(mg/d)
2012-13 Primary Secondary
Actual Flows Treatment Canaciri Treatment Canaciri
Plant No. 1 97 204 182
Plant No.2 103 168 150
Aggregate Treatment 200 3Z2 332
Source: Orange County Sanitation District.
The District also has the capability to divert a portion of the influent flow from Plant No. 1 to
Plant No. 2 through interplant connections. A portion of the flow destined for Plant No. 2 can also be
diverted to Plant No. 1. Another interplant facility allows gas generated during solids treatment to be
transported between Plant No. 1 and Plant No. 2 and allows digester gas (which is used as fuel for many
of the facilities' engines) from one plant to be used at the other to balance the supply and demand,which
results in efficient gas utilization.
Permits,Licenses and Other Regulations
The District is subject to laws, rules and permits issued by federal, state, regional and local
regulatory bodies. The Wastewater System is subject to regulations imposed by the 1972 Clean Water
Act, Public Law 92-500 (the "Clean Water Act"), the California Environmental Quality Act of 1970, as
amended ("CEQA") and the Federal Clean Air Act. The regulatory requirements me primarily
administered by the United States Environmental Protection Agency (the `EPA"), the California Air
Resources Board, the Santa Ana Regional Water Quality Control Board ("RWQCB"), and the South
Coast Air Quality Management District("AQMD"). Regulations of these agencies deal primarily with
the quality of effluent which may be discharged from the treatment plants and air quality emissions. The
52906807.6 21
Clean Water Act directs the EPA to monitor and to regulate the discharge of pollution into navigable
waterways and to enforce the requirements that all wastewater treatment plants in the nation provide full
secondary treatment for sewage. In 1977, Congress amended the Clean Water Act to allow waivers of
secondary treatment standards for certain ocean dischargers if they can demonstrate,to the satisfaction of
the EPA that significant adverse environmental impacts would not occur. The District currently has all
applicable permits and licenses necessary to operate its facilities.
The District has discharged treated wastewater into the Pacific Ocean under a permit issued by
the EPA and the RWQCB. The discharge permit included a waiver under the 301(h) provisions of the
Clean Water Act, allowing for less than full secondary treatment based on an ocean discharge of
sufficient depth, distance and dilution. The permit was initially issued in 1985 and was the first modified
Section 301(h)permit issued to a major wastewater treatment facility. The permit was re-issued on May
6, 1998 and expired on June 8,2003.
On July 17,2002,the Board of Directors adopted Resolution No. OCSD 02-14, "Establishing the
Policy for Level of Treatment of Wastewater Discharged into the Ocean." This resolution established the
District's policy to treat all wastewater discharges into the ocean to secondary treatment standards thereby
providing for continued public safety, marine ecosystem protection, and water reclamation opportunities.
To implement this policy, District staff was directed to immediately proceed with the planning, design,
and implementation of treatment methods that will allow the District to meet Clean Water Act secondary
treatment standards with the expressed purposes of eliminating the need for the permit waiver received
under Section 301(h). The District completed these improvements by December 2012 at a total capital
improvement cost of$537.8 million.
Following the determination by the Board of Directors on July 2002 to implement full secondary
standards, staff prepared the Secondary Treatment National Pollutant Discharge Elimination System
("NPDES") Permit Application that was required to be submitted to the regional office of the EPA and
the RWQCB in December 2002. The NPDES Permit is separate and apart from the permit waiver
received under Section 301(h), and once awarded would negate the need for a waiver. Achieving
secondary treatment standards was originally projected to take nine years to complete, with completion
expected in December 2012. Because ocean discharge permits are issued for only five years, and the
EPA has no authority to waive the discharge limit requirements or grant a longer permit (except in
accordance with Section 301(h)), the District decided to voluntarily seek a consent decree concurrently
with the issuance of the new ocean discharge permit.
This negotiated consent decree(the"Consent Decree") approves the schedule and decrees that no
penalties will be imposed for discharges that exceed the secondary treatment limits during the period of
construction. The Consent Decree was signed by the District, the EPA and the RWQCB and filed with
the U.S. District Court on November 15, 2004. The Consent Decree contains the following seven
milestones:
• completion of a new$44.4 million Trickling Filter Facility at Plant No. 1;
• completion of the design and advertising for construction of the New Activated Sludge
System at Plant No. 1;
• completion of the design and advertising for construction of Trickling Filters at Plant No.2;
• completion of construction for the rehabilitation of Activated Sludge Plant at Plant No. 2;
• completion of construction of Plant No.2's secondary treatment expansion;
52906807.6 22
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• completion of construction of Plant No. 1's secondary treatment expansion;and
• achieve fill compliance with the Code of Federal Regulations secondary treatment
requirements.
The District is in compliance with the Consent Decree and has successfully completed all of the seven
milestones within the specified deadlines required by the Consent Decree. The District completed the
final milestone on December 29,2012.
The District is also subject to the requirements of the Federal Clean Air Act which mandates
attainment with national ambient air quality standards for criteria pollutants (ozone, particulate matter,
carbon monoxide, lead,nitrogen dioxide, and sulfur dioxide). Criteria air pollutants cause adverse effects
on human health and environment. AQMD is the local air pollution control agency charged with
implementing the Federal Clean Air Act In addition to criteria pollutants, AQMD also implements
numerous federal and state requirements related to the toxic air pollutants which can cause cancer or other
severe localized health effects. The State's Air Toxic Hot Spots Act, for example, requires facilities to
conduct health risk assessments and notify the neighboring communities if the health risk exceeds the
regulatory thresholds.
Pursuant to AQMD's requirements, the District must obtain permits before sewage treatment
improvement projects can be constructed and operated. Such permits are project specific and may contain
conditions that govern design criteria, operating parameters, and emissions standards. Most of the
District's treatment facilities are enclosed in order to capture and treat emissions to meet regulatory
emissions standards and to minimize odor impact to the neighboring communities. The District's
treatment plants are also subject to the requirements of Title V of the Federal Clean Air Act amendments.
The Title V permit is a single air quality permit for a facility that consolidates and replaces all of the air
permits for individual pieces of equipment previously issued by the local air quality district. The permit
contains all of the applicable local, state,and federal requirements,including periodic self-certification of
compliance and mandatory self-reporting of permit deviation.
All Title V permit related reporting and documents submitted to the AQMD must be signed by
the highest District official — in this case the General Manager. The Title V program also demands
facilities to organize and conduct extensive training of the staff involved, including the field operation and
maintenance staff. Another Title V important feature is a possibility of the public active participation and
intervention in the cases of potential emission limits and monitoring violations. The District Title V
permits did not receive any negative public responses or comments during the required public review
period. The District received initial Title V permits for both treatment plants in January 2009.These Title
V permits are issued for a five-year period. In anticipation of permit expiration in January 2014, the
District recently submitted application packages for renewal of its Title V permits.
2009 Facilities Master Plan and Capital Improvement Program
The District's 2009 Facilities Master Plan(the"Master Plan")was completed and adopted by the
Board of Directors in December 2009 and has been updated from time to time. The Master Plan updated
the planning processes set forth in the 1989 Master Plan, the 1999 Strategic Plan, and the 2002 Interim
Strategic Plan Update. The Master Plan also incorporates and implements the levels of services defined
by the District's Board of Directors that are included in the District's 2009 Five-Year Strategic Plan. The
result is a plan that integrates research, facilities planning, water conservation and reclamation, sludge
reuse, other wastewater programs and financial planning into a single unified approach. A key
component of the Master Plan was the updating of flow projections and the collection system hydraulic
szsocsm.e 23
modeling. A capital improvement program was developed to implement the required sewer capacity and
rehabilitation improvements through the year 2030.
The District also annually reviews and validates its current Capital Improvement Program
("CIP"). The District expects to meet future demands on the Wastewater System through the CIP. This
program has been developed to satisfy anticipated regulatory requirements, increased population,
anticipated rehabilitations and replacements, additional treatment requirements, conservation, energy and
other resource savings considerations, odor control improvements, and air quality protection needs.
Through Fiscal Year 2030-31,the District's current CIP is scheduled to accomplish:
• Major rehabilitation of the existing headworks, primary treatment, secondary treatment,
outfall pumping, and solids handling facilities at both treatment plants;
• Replace and rehabilitate nine of the District's outlying pumping stations, and 26 trunk
sewer improvement projects;and
• Reduce fence line odor to levels that do not generate odor complaints.
The 2013 CIP Validation Study resulted in revisions to the CIP. The CIP currently consists of
137 individual capital projects through Fiscal Year 2030-31 with remaining outlays of$1.8 billion. Over
the next five years, the CIP contemplates average annual capital expenditures of$164 million based on
the 2013 CIP Validation Study. Implementation of full secondary treatment standards was completed in
December 2012. Set forth in Table 5 below is a summary of total estimated capital costs for the CIP for
Fiscal Years 2012-13 through 2030-31. [update]
Table 5
Capital Improvement Program—Estimated Capital Costs
Fiscal Years 2012-13 through 2030-31
[update]
Project Cost
Collection System Capacity $ 167,629,000
Collection System Repair,Rehabilitation,Replacement 310,816,000
Treatment Plant Capacity 199,053,000
Additional Secondary Treatment 131,968,000
Improved Treatment 136,157,000
Treatment Plant Repair,Rehabilitation, Replacement 702,797,000
Support Facilities 121,390,000
Total Validated Capital Improvement Program 1-769-810-00
Spume: [2011-12]Budget Update,Orange County Sanitation District.
The CIP included budgeted expenditures of$141.6 million in Fiscal Year 2013-14. There we
currently 38 projects in the construction phase with proposed capital outlay spending in 2013-14. The two
most significant projects in the construction phase are the Sludge Thickening Dewatering and Odor
Control at Plant No. 1 and the Solids Thickening and Processing Upgrades at Plant No. 2 with projected
current year expenditures of$27.3 million and$12.9 million,respectively.
52906807.6 24
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Groundwater Replenishment System
The District has taken a multi jurisdictional approach to planning for capital facilities because
many of the methods for reducing or managing flows involve other jurisdictions. One such project is the
Groundwater Replenishment System ("GWRS"). In March 2001, the District entered into an agreement
with the OCWD to design and construct Phase 1 of the GWRS. The capital cost of this Phase was shared
equally (50% shares) by each agency. The GWRS is a joint effort by the two agencies to provide
reclaimed water for replenishment of the Orange County Groundwater Basin and to augment the seawater
intrusion barrier. Phase I of the GWRS became operational in January of 2008 with an expected water
production of 72,000 acre-feet per year once all secondary treatment facilities are online. In 2011,GWRS
produced approximately 68,000 acre-feet. The Phase II expansion started construction in November 2011
to add approximately 33,000 acre-feet per year. The District expects the Phase B expansion to be
completed in the fall of 2014. The Phase II expansion and all future phases will be funded solely by
OCWD. The District has committed 168,000 acre-feet per year of secondary effluent to these future
expanded operations. The District and OCWD amended then 2001 agreement in 2010 to provide OCWD
with the first right of refusal of secondary treated water flows from the District's Fountain Valley-based
Plant No. 1 for these future phases; however, no capital funding is anticipated or dedicated from the
District for these future expansion phases.
OCWD and the District have agreed to share equally in the cost of the Joint GWRS
Microfiltmtion Backwash Redirection Project which will increase the quantity of water available during
the early morning hours when the flows are low. This project will save the District operational costs in
the form of reduced primary treatment chemical usage.
Preferred Level of Treatment
In July 2002, the Board of Directors approved a change from the existing level of treatment, a
blend of 50% advanced primary and 50% secondary treated wastewater, to full secondary treatment
standards. The District completed all of the necessary expansion projects to support full secondary
treatment by December 2012. See "THE DISTRICT —Permits, Licenses and Other Regulations." On
July 20, 2012, the District received a new NPDES permit, that reflects the full secondary treatment
requirements.
Biosolids Management
The District recovers and treats nutrient-rich, organic matter to produce biosolids through the
treatment of wastewater. Biosolids can be recycled through composting or fertilizing farm fields (non-
food)(land application)or disposed in a landfill for methane gas recovery.
By 2014,the District's biosolids tonnage is anticipated to peak at approximately 784 tons per day
("tpd")when new secondary treatment processes are fully operational, and then is projected to decline to
approximately 520 tpd by 2017 when the IRWD's solids processing facilities and the District's biosolids
centrifuges commence operations. The District's biosolids averaged of 753 tpd in Fiscal Year 2012-13,
with an average cost per ton of$62.55 for managing at offsite locations, as described in the table below.
The Fiscal Year 2013-14 budget for biosolids management is$17.94 million.
In 2003, the District was the first agency in the nation to be certified by the National Biosolids
Partnership for its biosolids program. Certification requires regular third-party audits and a robust internal
management system based on the ISO 14001 Environmental Management System standard. Pursuant to
its policy (updated in February 2013)under the program, the District is committed to a diverse biosolids
52906807.6 25
program to help ensure a sustainable, reliable, and economical program. The District has a diversified
biosolids management portfolio,as set forth in the table below:
Current tons
per day Average cost
Contract(Minimum tons managed per ton
Contractor Location Product per day and ter ml (approximate) (June 2013)
Synagro Kern County,CA Compost 250 tpd—10 years plus two 250 tpd $74.1 l
five-year renewals,first
renewal 12/27/16
Synagro La Paz County,AZ Compost 0 tpd—10 years plus two 70 tpd $62.04
five-year renewals,first
renewal 12/27/16
Tule Ranch Yuma County,AZ Land 0 tpd—Four(5)years 350 tpd $54.50
application expires 12/31/2017
Orange Orange County,CA Local 0 tpd—One year with four 70 tpd $40.26 plus
County Landfill one-year renewals expires transportation
Waste& 07/28/14
Recycling
The District's contractors provide back-up biosolids management options in Arizona that include
compost, land application recycling, and landfill disposal. Together, these options have the additional
available capacity to manage more than eight times the District's daily biosolids production to ensure
sustainable, consistent,and reliable operations.
The District anticipates issuing a request for proposals ("RFP') in 2016 in advance of the
Synagro contract renewal. In fall 2013, District staff will recommend the Board of Directors adopt a
biosolids Strategic Initiative for the District's Fiscal Year 2014-15 Strategic Plan. The Strategic Initiative
would review potential biosolids management options in order to make recommendations for the RFP.
The District's goal is to ensure the RFP aligns with existing market conditions and continues a
sustainable,reliable,and economical biosolids management program that provides environmentally sound
practices and meets the stringent federal, state,and local regulatory requirements.
In fall 2012, the District signed an agreement with Orange County Waste & Recycling to use
their landfill in San Juan Capistrano. The District awarded a one-year hauling contract for the landfill
loads(up to 100 tpd)in July 2013 that contains 4 one-year renewals.
Urban Runoff
Recognizing that County beaches were being affected by pollution carried by urban runoff, the
Board of Directors adopted a number of resolutions agreeing to accept dry weather urban runoff into the
sewer system. In June 2002, Assembly Bill 1892 amended the District's charter to formally allow the
diversion and management of dry weather urban runoff flows. Resolution No. 01-07, adopted March 28,
2001,declared that the District will initially waive fees and charges associated with authorized discharges
of dry weather urban runoff to the sewer system until the total volume of all runoff discharges exceeds
four million gallons per day ("MGD") calculated on a monthly average. For the first 12 years of the
Urban Runoff Program,the average monthly flow averages remained less than the 4 MGD threshold thus
avoiding user fee costs being assessed to the diversion permittees. In 2012, OCSD received a number of
diversion proposals to deal with bacteria and selenium loading to the upper Newport Bay. The discharge
from the additional proposed diversions combined with the existing diversion flows would eventually
exceed the four MGD fee threshold. On June 12, 2013, the Board adopted Resolution No. 13-09
52906807.6 26
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expanding the waiver of fees or charges on the treatment of dry weather urban runoff from four MGD to
ten MGD. According to the Board, the change was necessary not only to protect the Comfy's coastal
resources, but also to provide an economic benefit to the local economy by helping to keep am beaches
open.
There are currently 19 active urban runoff diversion structures, four owned and operated by the
County, 11 owned and operated by the City of Huntington Beach, one owned and operated by the City of
Newport Beach, two owned and operated by the IRWD, and one owned and operated by The Irvine
Company. The Dry Weather Urban Runoff Program is administered by the Environmental Compliance
Division which issues a discharge permit for each of the diversion structures. The permit functions as a
control mechanism that specifically prohibits storm runoff and authorizes discharge only riming periods
of dry weather. The permit also establishes specific discharge limits, constituent monitoring, and flow
metering requirements. In addition, the District conducts quarterly sampling and analysis of the urban
maoff discharges to ensure discharge limit compliance for the various regulated constituents.
Since 1999, the District has treated a total of 7.0 billion gallons of dry-weather urban runoff that
would otherwise have been discharged into the ocean with no treatment. From January 1, 2012 through
December 31, 2012, the daily average urban runoff flow ranged between 0.003 and 2.69 MGD with a
cumulative total diversion of 558 million gallons for this period. At the existing operations and
maintenance cost of$1,440.42 per million gallons(2011-12 rate),the District's cost for treating the urban
runoff discharge for this period is estimated at$803,753.
Integrated Emergency Response Program
In recognition of the potential damage which could occur in the event of a major earthquake,
flood, or other disaster, the District implemented an Integrated Emergency Response Program (the
"IERP") in 1979. The IERP is a two-volume plan which contains policies, plans and procedures
preparing for, and responding to, emergencies. The District also analyzed disaster preparedness issues
and policies within the Master Plan, and within a 1994 document titled Fault Rupture Hazard
Investigation—Wastewater Treatment Plant No.2.
The disaster preparedness plan included in the Master Plan reviewed two possible major
earthquake scenarios: an 8.3 Richter magnitude ("M") earthquake on the souther San Andreas fault
system and an M 7.0 earthquake on the Newport-Inglewood fault zone, which includes Plant No. 2. An
M 8.3 earthquake on the southern San Andreas fault, while on the whole more destructive than the M 7.0
Newport-Inglewood fault, may result in less damage to the District's service area due to the distance of
the fault from most of the service area. However, the Master Plan stated that damage front such a major
earthquake on the San Andreas fault would be extensive. Also,the Master Plan indicated that an M 7.0
earthquake on the Newport-Inglewood fault within five miles of the District's sewerage facilities could
cause major destruction to those facilities. The disaster preparedness plan in the Master Plan indicated
that it would not be economically feasible to upgrade all of the existing sanitary sewerage facilities to
survive an earthquake of this magnitude along the Newport-Inglewood fault. The IERP outlines the
policies and employee actions to be taken before, during and after an earthquake, earthquake response
guidelines and damage assessment procedures.
The Master Plan analyzed the vulnerability of the sanitary sewerage facilities and operations of
the District and planned a risk reduction program wherein the vulnerability of many of the District's
sanitary sewerage facilities to an earthquake could be reduced by recommended retrofit construction
measures. The Master Plan also recommended that designs of existing major structures which were
constructed prior to development of current seismic design standards be reviewed and the structures
strengthened,if necessary.
52906807.6 27
Since the Master Plan and the 1994 Report, the District has completed retrofitting where deemed
appropriate. Pursuant to the Master Plan, all recent and future projects have been, and will be, designed
to the same high earthquake code standards as set for other essential services, such as hospitals and fire
stations. Many of the older buildings analyzed in the Master Plan have been replaced by structures built
after 1989.
The Army Corps of Engineers' "All-River Plan" has mitigated any future flooding of the Santa
Ana River system and potential threats to the District's Wastewater System. Also, both Plant No. 1 and
Plant No.2 are built to federal standards.
The disaster preparedness plan in the Strategic Plan investigates the damage potential posed by
coastal flooding, tsunamis (large ocean waves generated by seismic activity) and windstorms. No
assurance can be given that any such events would not have a material adverse impact on the Wastewater
System.
The Strategic Plan also makes recommendations regarding fire protection of the Wastewater
System. Most of the structures at Plant No. 1 and Plant No. 2 are constructed of fire-resistant materials.
The IERP describes the procedures needed to respond to a possible disaster. For more information
regarding emergency response policies,the disaster preparedness plan described in the Strategic Plan and
the IERP can be reviewed at the District's office.
Five-Year Strategic Planning
In November 2007, the Board of Directors adopted a new comprehensive strategic plan to steer
the District's efforts and engage the organization to envision service levels and operational needs for the
next five years. The Strategic Plan has been updated annually to continue looking at a five-year horizon
(each, a "Five-Year Plan"). Since 2007, approximately 79% percent of the strategic goals have been
completed. Following a similar process used in prior years, the General Manager's Office initiated the
planning effort with the Executive Management Team, then solicited input and ideas from managers and
supervisors. In October 2012, the staff-generated ideas were presented at a workshop with the Board of
Directors where the Board Members discussed and deliberated changes and additions to the plan. Driven
by the District's Mission, Vision and Core Values, the 2012 Strategic Plan Update continues an
aggressive effort by the District to meet the sanitation, health, and safety needs of the approximately 2.5
million people served while protecting the environment where we all live. As a result of the discussion at
the October 2012,four new goals were added to the Strategic Plan,as follows:
• Ensure a reliable and sustainable chemical supply using multiple vendor contracts to
reduce the risk of supply disruption while benefiting from competitive pricing.
• Develop a Business Continuity Plan that will define how the District will continue
everyday business functions after an event that interrupts normal operations for an extended period of
time.
• Assess and revise the District's biosolids policy to reflect recent, developments,
experiences, and circumstances concerning biosolids management. See "THE DISTRICT — Biosolids
Management"herein.
• Assess the performance of current odor control systems, validate the appropriate Levels
of Service ("LOS"), align future odor improvements with asset management objectives, and update the
Capital Improvement Plan for odor control to meet the LOS goals.
52906807.6 28
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This Strategic Plan continues to chart a focused roadmap of success for the future of the District.
It addresses critical operations and construction issues, financial and budgeting challenges, and gives a
clear and concise direction to staff,ratepayers,regulatory agencies,and the general public.
DISTRICT REVENUES
Sewer Service Charges
General. The District has the power to establish fees and charges for services of the Wastewater
System. Such fees and charges are established by the District's Board of Directors and are not subject to
review or approval by any other agencies.
In Fiscal Year 1997-98, a Rate Advisory Committee (the "RAC") was established comprised of
representatives from industrial, commercial and residential users. The goal of the RAC was to examine
the then current rate structure and, if needed, develop recommendations for change. The RAC analyzed
the District's rate structure to determine whether its then current sewer service user fees (now (mown as
"Sewer Service Charges") were equitable among residential and industrial customers. This review
resulted in a proposal to expand the number of non-residential user categories from one to 23 and to
provide for gradual rate increases in seven of the nine Revenue Areas. The Sewer Service Charges for
those categories were based on the average flow and strength of wastewater discharged for each property
type and remain currently in use.
The Board of Directors establishes the annual sanitary sewer service charges by ordinance. The
sanitary sewer service charge ordinances are adopted by a two-thirds vote of the Board of Directors as
required under law after conducting a noticed public hearing in compliance with Proposition 218. See
"LIMITATIONS ON TAXES AND REVENUES — Article XIIIC and Article XIRD of the California
Constitution." In May 2002,the Board of Directors adopted District Ordinance No. OCSD 18(the"2002
Ordinance") which became effective on July 1, 2002. The 2002 Ordinance included a single family
residential ("SFR") rate increase, the underlying basis for all sanitary sewer service charges including
sanitary sewer rates for multi-family residential units as well as most commercial and industrial
properties, of $7.50 per year, or 9.4%, to $87.50 per year. In Jane 2003, the Board of Directors
authorized a Proposition 218 notice on proposed"not to exceed"rate increases for each year over the next
five years.
The District collects Sewer Service Cbarges from property owners through the semi-annual
property tax bill distributed by the County throughout the District, except in Revenue Area No. 14.
Pursuant to the IRWD Agreement, the District receives quarterly fee payments from the IRWD which
directly collects fees from customers through a monthly billing procedure in Revenue Area No. 14.
The District currently participates in the County's Teeter Plan under which the District receives
annually 100% of the secured property tax levies to which it otherwise is entitled, regardless of whether
the County has actually collected the levies.
The District has covenanted in the Master Agreement to fix, prescribe and collect fees and
charges to satisfy certain coverage requirements as further described under "SECURITY AND
SOURCES OF PAYMENT FOR THE NOTES—Rate Covenant"herein.
Residential and Commercial Sewer Service Charges. Pursuant to the 2002 Ordinance, the
District established residential Sewer Service Charges, except within Revenue Area No. 14, based on the
cost of services and facilities provided to each customer of the District. The noticed public hearing held
in connection with the 2002 Ordinance considered increases in the amount of the annual charges of
52906807.6 29
approximately 20% per year for each of the then following five years. In May 2005, the Board of
Directors adopted Ordinance No. OCSD-26 increasing the Fiscal Year 2005-06 single family residential
rate, the underlying basis for all sewer service charges, by 31%, from $115.00 to $151.00 for all
ratepayers, except those located in Revenue Area No. 14. In June 2007, the Board of Directors adopted
Ordinance No. OCSD-32 increasing the Fiscal Year 2007-08 single family residential rate by 9.8%.
On February 27, 2008, the Board of Directors approved increases in its sanitary sewer service
charges for all single family and multi-family residential units, and for all commercial properties. The
Board of Directors increased the single family residential rate, which is the basis for all of the District's
sewer service charges, by 10.4% for Fiscal Year 2008-09, 10.0% for Fiscal Year 2009-10, 10.4% for
Fiscal Year 2010-11, 9.4% for Fiscal Year 2011-12 and 10.1% for Fiscal Year 2012-13. On March 27,
2013, the Board of Directors adopted Ordinance No. OCSD-41 approving increases in its sanitary sewer
service charges for all single family residences, multi-family residential units, and all non-residential
properties. The Board increased the single Family residential rate, which is the basis for all of the
District's sewer service charges, by 4.8% for Fiscal Year 2013-14 and thereafter by an average annual
increase of 2.40/6 for each Fiscal Year through Fiscal Year 2017-18.
Set forth in Table 6 below is a comparison of the Sewer Service Charge rate for single family
residences for the fiscal years shown.
Table 6
Annual Sewer Service Charges
Single Family Residence Rate
Ten Year Rate Schedule
Fiscal Years 2008-09 through 2017-18
Historical Projected
Fiscal Sewer Service Fiscal Sewer Service
Year Char ee Year Charee
2008-09 $201 2013-14 $308
2009-10 221 2014-15 316
2010-11 244 2015-16 323
2011-12 267 2016-17 331
2012-13 294 2017-18 339
Source: Orange County Sanitation District.
Set forth in Table 7 below are the total average annual Sewer Service Charges for single family
residences ("SFR") within the District, together with comparable total average annual charges for
wastewater service within the jurisdictions of certain other cities and districts within the State as of the
dates indicated. The District's projected SFR rate of$308 in Fiscal Year 2013-14 remains below the
average annual sewer rate of $406 according to a Fiscal Year 2007-08 survey of 726 agencies
encompassing all 58 counties in California conducted by the State Water Resources Control Board.
[update to come]
52906807.6 30
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Table 7
Comparison of Total Sewer Service Charges
For Single-Family Residences
As of July 1,2013
Average Dry Annual
Weather Sewer
Flow Service Treatment Collection Property Tax
Entiri m d 131 Chareeto Levell']ft Rtmifll ibilMn' Income"'
City of San Diego 168 $573 2 Yes No
City of Los Angeles 428 409 4 Yes No
East Bay MUD 80 331 4 No Yes
Sacramento 140 312 3 No Yes
Orange County 221 308 3 No Yes
Sanitation District
Los Angeles County 497 150 4 No Yes
Source: Information obtained from respective entities listed.
a) Treatment Level Categories:
"1"—Primary treatment.
"2"—Advanced primary or primary with some secondary treatment.
"3"—Secondary treatment.
"4"—Advanced secondary or secondary with some tertiary treatment.
of "5"—Tertiary treatment.
Source: Wastewater User Charge Survey Report by the Califomia State Water Resources Control Board.
Industrial Sewer Service Charges. The District charges industrial Sewer Service Charges to
customers discharging high-strength or high-volume wastes into the sewer systems. Customers subject to
industrial Sewer Service Charges are billed directly by the District The fee charged to each customer is
based on the customer's sewage volume, the concentration of suspended solids and biochemical oxygen
demand. Pursuant to the 2002 Ordinance, rates for each component factor were revised for certain
industrial users in order to be consistent with the rates charged to residential users. Total industrial Sewer
Service Charges in Fiscal Year 2012-13 were approximately $11 million. Industrial Sewer Service
Charges are applied to both operating and capital funds.
The Sewer Service Charge increases described above are necessary to meet the District's cash
flow needs arising from the addition of disinfection treatment and other operating requirements. As
discussed under the caption "THE DISTRICT — 2009 Facilities Master Plan and Capital Improvement
Program," the 2013 CIP Validation Study developed the capital improvement program to ensure
secondary treatment standards are met as quickly as possible while providing for increased flows and
rehabilitation and refurbishment of existing facilities. As projected through Fiscal Year 2030-31,the cash
flow needs of the CIP total approximately $1.8 billion. Over the next five years the CIP contemplates
average annual capital expenditures of$164 million. In addition, the CIP contemplates $212 million, or
an annual average of$42 million, to finance projects currently unknown or unidentified as forecasted by
the District's Asset Management Program(the"Asset Management Program").
52906807.E 31
Additional Revenues
The District has several sources of additional revenue, including property taxes, Capital Facilities
Capacity Charges,capacity rights,permit and inspection fees and interest earnings.
Property Taxes. The District receives approximately 2.5%of the one percent County ad valorem
property tax levy, based on the allocation procedure under State law. Property tax revenues were $65.2
million in Fiscal Year 2007-08, $66.4 million in Fiscal Year 2008-09, $64.8 million in Fiscal Year 2009-
10, $64.3 million in Fiscal Year 2010-11, $67.9 million in Fiscal Year 2011-12 and $79.2 million
(unaudited) in Fiscal Year 2012-13. Because of one-time redevelopment dissolution property tax
proceeds received in Fiscal Year 2012-13, the District currently projects that its property tax receipts will
decrease by approximately 6.9% in Fiscal Year 2013-14, but increase by approximately 5.0% each year
thereafter through Fiscal Year 2017-18. The apportionment of the ad valorem tax is made pursuant to a
revenue program adopted by the District in April 1979 to comply with EPA and RWQCB mandates, legal
and contractual requirements and Board of Director's policy.
Capital Facilities Capacity Charges. Capital Facilities Capacity Charges (commonly referred to
as connection fees) are one-time fees with two components, paid at the time property is developed and
connected to the Wastewater System. The fees are imposed by the District pursuant to Section 5471 of
the California Health and Safety Code and are levied to pay a portion of the District's capital costs and for
access to capacity in the Wastewater System. The District currently has Capital Facilities Capacity
Charges of $3,341 per residential unit (three-bedroom); however, under the current industrial use
ordinance, additional Capital Facilities Capacity Charges can be imposed on industrial users who place
larger than average demand on the Wastewater System. Member cities and sanitary districts collect
Capital Facilities Capacity Charges for the District when building permits are issued. Capital Facilities
Capacity Charges are reviewed annually to reflect the changes in the value of the Wastewater System to
which a new customer is connecting.
On December 15, 1999, the Board of Directors approved District Ordinance No. OCSD 99-11
(the"1999 Ordinance")which established a comprehensive Capital Facilities Capacity Charge. The 1999
Ordinance, effective as of January 1, 2000, renamed connection fees as Capital Facilities Capacity
Charges and provided a more equitable schedule of fees among industrial, commercial and residential
users. Pursuant to the 1999 Ordinance,Capital Facilities Capacity Charges were revised for high demand
industrial users in five incremental increases from 1999 through 2001. For a summary of historical and
projected revenues derived from Capital Facilities Capacity Charges, see Table 14 and Table 15 below.
Pursuant to an agreement with the IRWD, the IRWD is not required to pay Capital Facilities
Capacity Charges and, in exchange, the IRWD provides funding to the District for the construction costs
of certain wastewater collection, transmission, treatment and disposal facilities to be used by the IRWD
and is obligated to make certain payments to the District for certain services arising from the Wastewater
System(including any standby or availability charges).
Sale of Capacity. The District has entered into agreements with the Santa Ana Watershed Project
Authority ("SAWPA") whereby wastewater from Upper Santa Ana River Basin dischargers can be
transported through the District's Santa Ana River Interceptor to the District's wastewater treatment
facilities. This program was developed in the early 1970s. The agreements establish control mechanisms
regarding the quality of wastes deposited into the Wastewater System. At the present time, SAWPA has
purchased and paid for 30 mg/d of maximum regulated flow capacity rights in the District's Santa Ana
River Interceptor and 17 mg/d of monthly average flow capacity in the District's wastewater treatment
plants. Projected revenues from SAWPA range from$4.5 million to$5.3 million over the next five years.
52906807.6 32
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Additional treatment plant capacity can be purchased in increments at the District's current replacement
cost.
Federal Subsidy Payments. In connection with the District's Revenue Obligations, Series 2010A
(the "2010A Certificates") and the District's Revenue Obligations, Series 2010C (the "2010C
Certificates"), issued as "Build America Bonds," the District expected to receive certain federal subsidy
payments of approximately $5.1 million annually through 2031 and lesser amounts thereafter until 2044.
Subsidy payments with respect to the 2010A Certificates and the 2010C Certificates constitute Revenues
as defined in the Master Agreement. In its financial reports, the District accounts for subsidy payments
received in connection with the 2010A Certificates and the 2010C Certificates as a reduction in interest
expense with respect to such obligations.
For the 2010A Certificates and the 2010C Certificates to be and remain Build America Bonds,the
District must comply with certain covenants and establish certain facts and expectations with respect to
the 2010A Certificates and the 20I0C Certificates , the use and investment of proceeds thereof and the
use of property financed thereby. Thus, it is possible that the District may not receive the federal subsidy
payments. The federal subsidy payments are also subject to offset against amounts that may, for
unrelated reasons, be owed by the District to any agency of the United States of America.
On March 1, 2013, the federal government announced the implementation of certain automatic
spending cuts known as the sequester. As a result of the sequester, federal subsidy payments for the
2010A Certificates were reduced by 8.7% (or $67,874) and federal subsidy payments for the 2010C
Certificates were reduced by 8.7% (or $152,807) for the federal fiscal year ending September 30, 2013.
The District is obligated to make all payments with respect to the 2010A Certificates and the 2010C
Certificates, however, from Revenues as defined in the Master Agreement, regardless of whether it
receives the full amount of the federal subsidy payments. The District cannot predict any future
reductions in federal subsidy payments due to the sequester. However, the District does not believe that
any reduction in federal subsidy payments will have a material adverse effect on the District's ability to
pay the 2010A Certificates or the 2010C Certificates.
Wastewater Treatment History
The wastewater flows for Fiscal Year 20OM9 through Fiscal Year 2012-13 were 211 mg/d, 196
mg/d, 207 mg/d, 201 mg/d and 200 mg/d, respectively. The highest flow rate experienced was during El
Niiio storm periods. Peak flows of 500 mg/d were recorded in December 1997 and February 1998. There
were no sewer failures or overflows during these events.
Customers
The historical number of customers served by the District for the Fiscal Years 2008-09 through
2012-13 and the projected number of customers served by the District for the Fiscal Years 2013-14
through 2017-18, identified in Equivalent Dwelling Units ("EDUs"), are set forth in Table 8 and Table 9
below. As discussed below, sewer service charges are based on the expected amount of wastewater flow
for a single family dwelling. This base amount is considered the"equivalent dwelling unit." Set forth in
Table 8 below are the EDUs that equate to total Sewer Service Charge levies,while the EDUs set forth in
Table 9 equate to total sewer service charge collections.
52so6907.6 33
Table 8
Historical and Projected Equivalent Dwelling Units
Fiscal Years 2008-09 through 2017-18
Historical Projected
Fiscal Year EDUs([) Fiscal Year EDUs
2008-09 921,782 2013-14 929,430a1
2009-10 930,164 2014-15 932,033
2010-11 924,622 2015-16 934,736
2011-12 924,625 2016-17 937,493
2012-13 926,928 2017-18 940,306
With respect Fiscal Years, presentation in the Statistical Section of the Districts Comprehensive
Annual Financial Report set forth in Appendix A includes EDUs that equate to total Sewer Service Charge
collections rather than levies.
n) EDUs projected in current budget as of June 2013.
Source: Orange County Sanitation District.
Set forth in Table 9 below are the number of residential and commercial customers and industrial
customers and the approximate percentages of Sewer Service Charge revenues derived from the
combined residential and commercial use and industrial use for the last five fiscal years.
Table 9
Number of Accounts and Revenues by Customer Class
for the Fiscal Years 2007-08 through 2011-12
($in Millions)
Residential/Commercial Industrial
Number of Percentage Percentage
Equivalent of Sewer of Sewer
Single- Service Number of Service
Family Total Charge Customer Total Charge
Fiscal Year Dwellings Revenue Revenues Accounts Revenue Revenues
2007-08 875,739 $159.4 93% 520 $12.1 7%
2008-09 882,747 177.4 95 515 9.9 5
2009-10 875,442 193.5 95 487 10.8 5
2010-11 874,130 213.3 95 479 10.1 5
2011-12 869,709 232.2 96 516 9.5 4
Source:Orange County Sanitation District.
52906807.6 34
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Set forth in Table 10 below are the ten largest principal sewer service customers of the District
for the Fiscal Year ended June 30,2012.
Table 10
Largest Principal Sewer Service Customers of the District
for the Fiscal Year Ended June 30,2012
Sewer Service
User Charaes
Stremicks Heritage Foods,LLC $958,066
Kimberly-Clark Worldwide,Inc. 872,777
MCP Foods,Inc. 764,660
House Foods America Corp. 719,741
Pulmuone Wildwood,Inc. 550,742
Dean Foods Co. of CA Inc. 498,750
Schreiber Foods Inc. 428,853
Jazz Semiconductor 382,420
Pepsi-Cola Bottling Group 368,506
Cargill,Inc. 316,631
Total $$H61.146
Source: Orange County Sanitation District.
Assessed Valuation
The assessed valuation of property in the County is established by the County Assessor, except
for public utility property which is assessed by the State Board of Equalization. Due to changes in
assessment required under State Constitution Article XIIIA, the County assessment roll no longer
purports to be proportional to market value. See "LIMITATIONS ON TAXES AND REVENUES"
herein. Generally,property can be reappraised upward to market value only upon a change in ownership
or completion of new construction. The assessed value of property that has not incurred a change of
ownership or new construction must be adjusted annually to reflect inflation at a rate not to exceed 2
per year based on the State consumer price index. In the event of declining property value caused by
substantial damage, destruction, economic or other factors, the assessed value most be reduced
temporarily to reflect market value. For the definition of full cash value and more information on
property tax limitations and adjustments, see"LIMITATIONS ON TAXES AND REVENUES"herein.
The County Assessor determines and enrolls a value for each parcel of taxable real property in the
County every yew. The value review may result in a reduction in value. Taxpayers in the County also
may appeal the determination of the County Assessor with respect to the assessed value of their property.
52906907.E 35
Set forth in Table 11 below is a five-year history of assessed valuations in the District for the
fiscal years shown.
Table 11
Assessed Valuations of Property in the District
Fiscal Years 2008-09 through 2012-13
($in Billions)
Fiscal Year Value %Chance
2008-09 $307.6 5.08%
2009-10 305.2 (0.80)
2010-11 304.3 (0.27)
2011-12 308.7 1.43
2012-13 316.0 2.38
Source: County of Orange Auditor-Controller.
Tax Levies and Delinquencies
Property taxes are based on assessed valuation which is determined as described under
"DISTRICT REVENUES—Assessed Valuation"herein. In accordance with the California Revenue and
Taxation Code, the County tax collector collects secured tax levies for each Fiscal Year. Property taxes
on the secured roll are due in two installments, on November 1 and February 1. The District currently
participates in the County's Teeter Plan under which the District receives annually 100% of the secured
property tax levies and Sewer Service Charges to which it otherwise is entitled,regardless of whether the
County has actually collected the levies. This alternative method provides for funding each taxing entity
included in the Teeter Plan with its total secured property taxes during the year the taxes are levied,
including any amount uncollected at fiscal year-end. Under this plan, the District's general fund receives
the full amount of secured property taxes levied each year on its behalf and, for so long as such plan
remains in effect, the participating entities, such as the District, no longer experience delinquent taxes.
The County's general fund is the designated recipient of future collections of penalties and interest on all
delinquent taxes collected on behalf of participants in this alternative method of apportionment. In recent
years, the County has experienced delinquencies of Sewer Service Charges in the District of
approximately 2.0%.
52906807.6 36
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Set forth in Table 12 below is a five-year history of the District's ad valorem total property tax
and Sewer Service Charge levies.
Table 12
Total Property Tax and Sewer Service Charge Levies
in the District for Fiscal Years 2008-09 through 2012-13
(In Thousands)
Total Property Tax and Sewer
Fiscal Year Service Charge Lew
2008-09 $254,092
2009-10 272,050
2010-11 292,646
2011-12 314,077
2012-13 341,350
Source: County of Orange Auditor-Controller.
Budgetary Process
The District's operating fund budget relies on revenues from Sewer Service Charges and property
taxes, both of which are collected on the property tax bill, as previously described under the captions '—
Sewer Service Charges" and " Additional Revenues." The District receives tax revenues from the
County in eight allocations, with the largest receipts in December and April. The District operates on a
Fiscal Year beginning each July 1. The operating fund budgets include funds to cover the dry period of
each tax year,i.e.,the period from the beginning of the Fiscal Year until the first taxes are received. The
dry-period requirement is budgeted at one-half of the annual operating fund budgeted expenditures. The
District uses the accrual method of accounting in its budgets. The District has conformed to its budgets
for the last five fiscal years and is confornvng to its budget for the current fiscal year.
The District's annual budget preparation process begins in January of each year and concludes in
June upon its adoption. The General Manager reviews the final operating budgets and then distributes
them to the Directors and District Committees for consideration. The Board of Directors then adopts the
proposed annual budgets,with any revisions,in June of each year.
Budgetary control is exercised at the individual Department level and administrative policies
provide guidelines on budget transfers and the authorization necessary to implement transfers. A budget
adjustment is a transfer which does not change the total appropriated amount and does not require Board
of Directors action. Approval may be granted by the General Manager or the Department Head in certain
circumstances. Department Heads have the discretion to reapportion funds between certain line items
within a division but may not exceed total appropriated amounts for each department. They may also
transfer staff across divisional lines. The General Manager and Board of Directors must approve
additional capital outlay items.
A budget amendment is an adjustment to the total appropriated amount which was not included in
the original budget. These supplemental appropriations require formal action by the Board of Directors.
Prior year reserves or fund balances may be appropriated to fund items not previously included in the
adopted budget. Reserves or fund balances exceeding minimum amounts required by fiscal policies may
be appropriated if it is determined to be in the best interest of the District. Directors may also appropriate
reserves in case of emergencies or unusual circumstances.
52906807,6 37
Reserves
The District has an established reserve policy with eight separate categories for its reserve funds.
Collectively, these individual reserve requirements total over $500 million for each year of the current
ten-year cash flow forecast. In Fiscal Year 2009-10, Financial Management staff and the Board of
Directors concluded that given the nature of the likely events that may cause a withdrawal from the
District's reserves and the degree of overlap among reserve categories,the total amount reserved need not
equal the sum of each separate reserve category. As a result, the District adjusted the application of its
reserve policy, leading to a reduction of$40 million of the accumulated total, or approximately 8 percent.
Reserve levels are calculated in accordance with the District's reserve policy. Set forth in Table 13 below
are the actual reserves at June 30, 2010, June 30, 2011 and June 30, 2012 and the District's unaudited
reserves at June 30,2013,for each fund.
Table 13
District Reserves
June 30,2010 through 2012
Unaudited June 30,2013
(In Millions)
Actual Unaudited
2010 2011 2012 2013
June 30 June 30 June 30 June 30
Cash Flow Requirements Reserve—
Operating Expenses $ 78 $ 75 $76 $76
Certificates of Participation Payments 92 97 92 83
Operating Contingencies Reserve 15 15 15 15
Capital Improvement Program Reserve 86 154 171 221
Catastrophe and Self Insurance 57 57 57 57
Capital Replacement and Refurbishment 56 57 59 59
Debt Service Required Reserves(') 129 142 138 135
Overlapping Reserve Adjustment (440) - - -
Total $473 $597 $608 $646
"Debt"Debt Sei� Reserves" constitute all amounts held in Obligation Reserve Funds, together with
additional amounts held by the District that may be used for the payment of debt service on District obligations
in accordance with the District's reserve policy. As of June 30, 2013, $135 million of Debt Service Required
Reserves were held in Obligation Reserve Funds,of which$45.2 million is restricted by covenant for the specific
obligations for which such Obligation Reserve Funds were established.
Source: Orange County Sanitation District.
52906807.6 38
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The District's reserves consist of the following components:
• The Cash Flow Requirements Reserve was established to fund operation, maintenance and
certificates of participation debt service expenses for the first half of the fiscal year, prior to the
receipt of the first installment of the property tax allocation and sewer service user fees which are
collected as a separate line item on the property tax bill. The level of this reserve is established as
the sum of an amount equal to six months operations and maintenance expense and the total of
certificates of participation debt service expenses due in the subsequent fiscal yea.
• The Operating Contingencies Reserve was established to provide for non-recurring expenditures
that were not anticipated when the annual budget and Sewer Service Charges were adopted. The
level of this reserve is equal to 10%of the District's annual operating budget.
• The Capital Improvement Program Reserve was established to fund annual increments of the
Capital Improvement Program with a target level at one-half of the average annual Capital
Improvement Program through the year 2020. Levels higher and lower than the target can be
expected while the long-term financing and capital improvement programs me being finalized.
• The Catastrophic Loss, or Self-Insurance Reserve is established for property damage including
fire, flood and earthquake, general liability and workers' compensation. The level of reserve in
this fund is maintained at a level to fund the District's non-reimbursed costs which are estimated
to be$57 million.
• The Capital Replacement and Refurbishment Reserve was established to provide 30% of the
funding to replace or refurbish the current collection, treatment and disposal facilities. The
current replacement value of these facilities is estimated to be approximately $6.26 billion. The
initial reserve level for this fund was established at $50 million and is augmented by interest
earnings and a portion of the annual Sewer Service Charges.
• Debt Service Required Reserves include trustee-held amounts in any Obligation Reserve Fund
and additional amounts held by the District for the payment of debt service in accordance with the
District's reserve policy. The District's current policy is to maintain reserves (including trustee-
held reserves) for debt service in the amount of 10% of the principal amount of the District's
outstanding debt obligations.
• The Rate Stabilization Reserve accumulates all available funds which exceed the targets for all
other reserves. The Rate Stabilization Reserve is a separate fund from the Rate Stabilization
Account established under the Trust Agreement. There is currently no established target for this
reserve and, because the reserves of all other funds have not been exceeded,the reserve level for
this reserve fund is zero for Fiscal Year 2013-14.
Summary of Operating Data
Set forth in Table 14 below is a summary of historic operating results for the District for Fiscal
Years 2008-09 through Fiscal Year 2011-12 and the unaudited operating results for Fiscal Year 2012-13.
The information presented in the summary should be read in conjunction with the financial statements
and notes. See APPENDIX A — "COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE
ORANGE COUNTY SANITATION DISTRICT FOR FISCAL YEAR ENDED JUNE 30,2012."
62906807.6 39
Table 14
Summary of District Historical Revenues and Expenses
and Other Financial Information
For Fiscal Years 2008-09 through 2011-12 and
Unaudited for Fiscal Year 2012-13
($in Millions)
Audited Unaudited
2008-09 2009-10 2010-11 2011-12 2012-13
Revenues:
Residential&Commercial
Sewer Service Charges(i)
Regional $177.4 $193.5 $213.3 $232.2 $259.7
Local 5.6 5.6 5.7 5.7 5.8
Indus" Sewer Service Charges 9.9 10.8 10.1 9.5 10.8
Revenue Area No. 14 Fees 10.3 10.2 21.4 18.0 22.6
Ad Valorem Taxes 66.4 64.8 64.3 67.9 79.2
Interest Eamings 14.8 19.2 10.1 15.7 (3.9)
Other Revenues 5.8 12.5 5.7 3.6
Total Revenues $290.2 $316.6 $330.6 352.6 374.2
Operations and Maintenance
Expenses(2) 164.6ts1 138.1 143.4 172.3 139.3
NetRevenues $125_6 $178.5 %187.2 $180.3 M12
Debt Service $ 57.6 $ 67.1 $ 72.4 $ 65.4 SX3
Coverage Ratios 2.18x 2.66x 2.59x 2.76x 3.08x
CIP Outlay $290.1 1251.1 %1660_7 11111.7 595.7
Ending Reserves $534.0 $473.0 $527.O $608.0 16460
Net of rebates, if any, to commencial users. Local sewer service fees were not established until Fiscal Year
2008-09.
(2) Excludes depreciation and amortization expenses.
in During the Fiscal Year ended June 30,2009,independent agreed-upon procedures were conducted on Revenue
Area 14 to substantiate the IRWD's owner equity interest in the District. As a result, a one-time other
operating expense of$29 million was charged to the Consolidated Revenue Area for the year ended June 30,
2009.
Source: Orange County Sanitation District.
52906807.6 40
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Forecasted Operating Data
Set forth in Table 15 below are forecasted operating results for the District for Fiscal Years 2013-
14 through 2017-18. These projections assume the number of projects and scheduled build out set forth
in the 2013 CIP Validation Study, and reflect the Board-approved rate increase of 4.8% in Fiscal Year
2013-14, and the average annual rate increases of 2.4% over the following four fiscal years. Principal
expenditure components of these projections are derived from the 2013 CIP Validation Study, which
identified 87 large capital projects and 50 special projects with a 20-year projected outlay of$1.8 billion.
Much of the construction is scheduled during the next five years, with average annual capital outlays of
$164 million. The District's CIP cash flow outlay for Fiscal Year 2012-13 was approximately $95.7
million. The District's CIP cash flow budget for Fiscal Year 2013-14 is $144.9 million. This CIP budget
finances joint works treatment and disposal system improvement projects, and collection system
improvement projects. The preparation of such projections was based upon certain assumptions and
certain forecasts with respect to conditions that may occur in the future. while the District believes that
these assumptions and forecasts we reasonable for the purposes of the projected selected operating data,it
makes no representation that they will in fact occur. To the extent that actual future conditions differ
from those assumed herein,the data will vary.
[Remainder of page intentionally left blank.]
52906807.6 41
Table 15
Summary of District Forecasted Revenues and Expenses
and Other Financial Information
for Fiscal Years 2013-14 through 2017-18
IS in Millions)",
2013-14 2014-15 2015-16 2016-17 2017-18
Revenues
Residential&Commercial
Sewer Service Charges $284.3 $292.6 $300.0 $308.4 $316.8
Industrial Sewer Service Charges 11.3 11.6 11.8 12.1 12.4
IRWD Assessments 14.4 16.5 16.4 10.1 5.8
SAWPA Assessments 2.9 3.1 3.2 3.3 3.4
Ad Valorem Taxes 73.7 77.4 81.3 85.3 89.6
Interest Earnings 16.4 19.4 18.6 18.6 17.8
Other Revenues 1.5 1.9 1.9 2.0 2.0
Total Revenues $404.5 $422.5 $433.2 $439.8 $447.8
Add: Build America Bonds
Federal Subsidy 5.1 5.1 5.1 5.1 5.1
Operations and Maintenance Expenses (151.2) (158.8) (165.7) (169.2) (172.8
1
Net Revenues R> 259.4 $269.8 $272.6 $275.7 $290.1
Debt Service $ 98.5 $ 85.8 $ 86.1 $ 90.9 $ 87.0
Build America Bonds Federal Subsidy 5.1 5.1 5.1 5.1 5.1
Gross Debt Service $103 6 $ 90 9 $ 91.2 S 96.0 $92.1
Coverage Ratios(�) 2.49 2.25x 2.99s 2,87x 3.04x
CIE Outlays $:144 $222.1 $209. $175.1 $280.9
Debt Proceeds
Ending Reserves $673 0 $637 4 $618 6 $641.9 _560 1
See REVENUES-Additional Revenues-Federal Subsidy Payments'herein.
(2) Calculated in accordance with the Master Agreement and the Installment Purchase Agreement
(a) Assumptions:
a) Annual growth in EDUs is projected to increase 0.29%over the next five years.
b) The Residential and Commercial Sewer Service Charge and the Industrial Sewer Service Charges forecasts
are based on the tend projected EDUs,and the actual board approved rate increase of 4.8%in Fiscal Year 2013-
14,and board approved rate increases over the next four years averaging 2.4%per year.
c) Revenue Area No. 14 Fees are derived based on the projected contribution of sewage flows to the District
from the IRWD.
d) Ad valorem [axes are projected to decrease by 6.9% in Fiscal Yen 2013-14 from the Fiscal Year 2012-13
projection because of one-time redevelopment dissolution proceeds,and thereafter increase by 5.0%annually.
e) Interest earnings are projected to average 2.5%of annual cash balances.
B Operating and Maintenance Expenses are forecasted with abase increase of 1.1%per year with adjustments
for known periodic outlays that do not occur annually.
g) Annual CIP Outlays are based on the cash flow projections developed from the 2013 CIP Validation Study.
Source: Orange County Sanitation District.
52906807.6 42
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Management's Discussion and Analysis of Operating Data
The District's Fiscal Year 2013-14 total operating, capital improvement, debt service, and other
financing requirement budget is $398.9 million, a 5.6 percent increase over the prior year budget of
$377.8 million. The increase in the Fiscal Year 2013-14 budget is primarily due to the timing of the
construction schedules on the implementation of CIP validated capital projects of$1.3 billion over the
next ten years. The District's Fiscal Year 2013-14 budget includes $144.9 million in capital improvement
outlays. With the completion of secondary treatment standards in December 2012,the District is focusing
its efforts on the continued refinement of its asset management based engineering planning process. This
process has been used to propose project modifications to more efficiently package projects for execution.
As an example, four individual digester gas handling projects are proposed to be combined into a single
coordinated project.
The Fiscal Yew 2013-14 operations budget for the collection, treatment, and disposal of
wastewater is $151.2 million, a decrease of$0.4 million, or less than one percent from the prior year
budget of$151.6 million. Although individual expense categories will increase or decrease slightly, the
overall decrease to the operating budget is primarily attributable to a decrease of$2.9 million, or 11.1
percent, in contractual services and a decrease of$1.6 million, or 8.3 percent, in operating materials and
supplies that was mostly offset by the increase in personnel costs of$3.7 million, or 3.9 percent. The
decrease in contractual services is primarily attributable to the termination of an agreement, estimated to
cost the District approximately$3.4 million,with a company that had attempted to process biosolids into
fuel pellets. The decrease in operating materials and supplies is primarily due to the decrease in odor
control chemicals of$876,000 through optimization of these chemicals within the treatment plants and
collection systems. The increase in personnel costs is primarily due to the increase in retirement
premiums. Although staffing levels were decreased from the Fiscal Year 2012-13 approved full-time
equivalent positions ("FTE") of 627.75 to 626.00, or a reduction of 1.75 FTE positions, employer
retirement premium contributions are projected to increase by $2.1 million. This increase is predicated
from the actuarial valuation completed on December 31, 2012 that requires greater employer premium
contributions primarily because of underperforming returns on the retirement investment portfolio.
In preparation of the Fiscal Year 2013-14 budget update, the second year of the previously
approved biennium budget, District staff developed and reviewed with the Board of Directors a capital
improvement program to deliver the levels of service included in the District's five-year strategic plan.
These levels of services and associated capital projects are included in the District's Five-Year Strategic
Plan. In addition, District staff validated the active CIP projects currently being executed to ensue that
the scope of work on the active projects remains appropriate, and that the cost estimates have been
accurately updated. The Fiscal Year 2013-14 CIP cash flow project budget was approved at $141.6
million; an increase of 5.8 percent from last year's approved cash flow of$133.9 million. This approved
CIP outlay of$141.6 for Board of Director's approved projects coupled with approved outlays of$3.3
million deemed necessary from the Asset Management Program for rehabilitation, refurbishment, and
replacement of yet to be determined specific projects comprise the total Board of Director's approved CIP
outlays of 144.9 million for Fiscal Year 2013-14. The incorporation of the 2009 Facilities Master Plan
(the "Master Plan") into the CIP includes the addition of 65 new CIP projects totaling $615.7 million
through the year 2050. The 2013 validated CIP includes 87 large capital projects and 50 special projects
with a 20-year expenditure of$1.8 billion.
The completion of the CIP Validation Study in 2013 reaffirmed the need for rate increases in
future years. Based on the results of the CIP Validation Study and the Five-Year Plan, the Board of
Directors adopted Ordinance No. OCSD-41, increasing the sanitary sewer service charges by
approximately 4.8 percent in Fiscal Year 2013-14, and by an annual average of 2.4 percent over the
following four years. These rate increases were approved by a vote of two-thirds of the members of the
52906807.6 43
Board of Directors and are not subject to reaffirmation in any of the future fiscal years covered by this
five-year period. This action increased the single family residence user rate, the basis for all sewer user
fee rates, from $294 in Fiscal Year 2012-13 to $308 in Fiscal Year 2013-14. See "DISTRICT
REVENUES—Sewer Service Charges."
Investment of District Funds
State statutes authorize the District to invest in obligations of the United States Government,state
and local governmental agencies, negotiable certificates of deposits, bankers acceptances, commercial
paper, reverse repurchase agreements and a variety of other investment instruments which are allowable
under California Government Code Section 53600 et seq.
All District funds, except for Obligation Reserve Funds controlled by a bank trustee pursuant to
the provisions of Existing Senior Obligations, are managed by an external money manager, Pacific
Investment Management Company. Mellon Trust serves as the District's independent custodian bank for
its investment program. Callan Associates serves as the District's independent advisor.
As of June 30, 2013, the District's externally managed fund consisted of a short-term investment
portfolio of$71.0 million with an average maturity of 102 days, and a long-term investment portfolio of
$441.4 million with average maturities of 3.0 years. Investments consist of United States government
securities, corporate bonds and commercial paper. The District's portfolio contains no structured
investment vehicles("SIVs")or reverse repurchase agreements.
Deposits in banks are maintained in financial institutions which provide deposit protection on the
bank balance from the Federal Deposit Insurance Corporation. The California Government Code requires
State banks and savings and loans to secure local government deposits by pledging government securities
equal to 110% of the deposits or by pledging first trust deed mortgage notes equal to 150% of the
deposits.
The District's Investment Policy requires that the District invest public funds in a manner which
ensures the safety and preservation of capital while meeting reasonable anticipated operating expenditure
needs, achieving a reasonable rate of term and conforming to all state and local statutes governing the
investment of public funds. The primary objectives, in order, of the District's investment activities are
safety, liquidity and return on investment.
FINANCIAL OBLIGATIONS
Existing Indebtedness
Currently, the District has Senior Obligations Outstanding payable on a parity with the Notes.
The table below describes the District's outstanding parity certificates of participation as of October 1,
2013. The payment obligations in connection with each series of these certificates of participation
constitute Senior Obligations, subject to the provisions of the Master Agreement and shall be afforded all
of the benefits,interests and security afforded Senior Obligations pursuant to the Master Agreement. The
District has no general obligation bonds or subordinate bonds outstanding.
52906807.6 44
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Table 16
Outstanding Senior Obligations
As of October 1,2013
Original Principal Issue Outstanding Final
Amount Date Balance Maturi
2007A Certificates $ 95,180,000 05/22/07 $ 92,620,000 02/01/30
2007B Certificates 300,000,000 12/20/07 273,400,000 02/01/37
2008B Certificates 27,800,000 09/11/08 25,585,000 08/01/16
2009A Certificates 200,000,000 05/07/09 187,765,000 02/01/39
2010A Certificates 80,000,000 05/18/10 80,000,000 02/01/40
2010C Certificates 157,000,000 11/29/10 157,000,000 02/01/44
2011A Certificates 147,595,000 10/03/11 130,345,000 02/01/26
2012A Certificates 100,645,000 03/22/12 100,645,000 02/01/33
2012B Certificates 66,395,000 08/16/12 66,395,000 02/01/26
2012C Certificates 131,700,000 10/30/12 131,700,000 10/30/13to
Total Senior Obligations 1306.315.000 1245A55.000
f t To be paid with the sale proceeds of the Notes and other sources of funds. See"PLAN OF FINANCE."
In connection with the execution and delivery of the above-referenced outstanding certificates of
participation, the District entered into certain installment purchase agreements, or equivalent documents,
providing for the payment of installment payments or similar payments.
Anticipated Financings
From time to time the District may incur other obligations to finance portions of the CIP. Over
the next ten years,however,the District does not expect to issue any additional debt, other than refunding
debt. The District expects to refund outstanding obligations from time to time, such as the Prior Notes
discussed in Table 16 above.
Direct and Overlapping Bonded Debt
The aggregate direct and overlapping bonded debt of the District as of Jane 30,2012 is set forth
on page 54 of Appendix B.
THE CORPORATION
The Corporation was organized on June 19, 2000 as a nonprofit public benefit corporation
pursuant to the Nonprofit Public Corporation law of the State. The Corporation's purpose is to render
assistance to the District in its acquisition of equipment, real property and improvements on behalf of the
District Under its articles of incorporation, the Corporation has all powers conferred upon nonprofit
public benefit corporations by the laws of the State, provided that it will not engage in any activity other
than that which is necessary or convenient for,or incidental to the purposes for which it was formed.
The Corporation is a separate legal entity from the District. It is governed by a twenty-five
member Board of Directors. The Corporation has no employees. All staff work is performed by
employees of the District. The members of the Corporation's Board of Directors are the Board of
Directors of the District.
52%6807.6 45
The District's Director of Finance and Administrative Services and other District employees are
available to provide stall support to the Corporation.
The Corporation has not entered into any material financing arrangements other than those
referred to in this Official Statement. Further information concerning the Corporation may be obtained
from the Orange County Sanitation District office at 10844 Ellis Avenue, Fountain Valley, California,
92708-7018.
LIMITATIONS ON TAXES AND REVENUES
Article XIIIA of the California Constitution
On Jane 6, 1978, California voters approved Proposition 13 ("Proposition 13'), which added
Article XIIIA to the State Constitution ("Article XIIIA ). Article XIIIA, as amended, limits the amount
of any ad valorem tax on real property to one percent of the full cash value thereof, except that additional
ad valorem taxes may be levied to pay debt service on (i)indebtedness approved by the voters prior to
July 1, 1978,(ii)(as a result of an amendment to Article XIIIA approved by State voters on Jane 3, 1986)
on bonded indebtedness for the acquisition or improvement of real property which has been approved on
or after July 1, 1978 by two-third of the voters on such indebtedness, and (iii)bonded indebtedness
incurred by a school district or community college district for the construction, reconstruction,
rehabilitation or replacement of school facilities or the acquisition or lease of real property for school
facilities, approved by 55% of the voters of the district, but only if certain accountability measures are
included in the proposition. Article XIIIA defines full cash value to mean "the county assessor's
valuation of real property as shown on the 1975-76 tax bill under "full cash value," or thereafter, the
appraised value of real property when purchased, newly constructed, or a change in ownership has
occurred after the 1975 assessment." The fall cash value may be adjusted annually to reflect inflation at a
rate not to exceed 2%per year or to reflect a reduction in the consumer price index or comparable data for
the area under the taxing jurisdiction, or reduced in the event of declining property values caused by
substantial damage, destruction, or other factors. Legislation enacted by the State Legislature to
implement Article XIIIA provides that notwithstanding any other law, local agencies may not levy any ad
valorem property tax except to pay debt service on indebtedness approved by the voters as described
above.
Legislation Implementing Article XIIIA
Legislation has been enacted and amended a number of times since 1978 to implement Article
XIIIA. Under current law,local agencies are no longer permitted to levy directly any property tax(except
to pay voter-approved indebtedness). The one percent property tax is automatically levied by the County
and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in
proportion to the relative shares of taxes levied prior to 1989.
Increases of assessed valuation resulting from reappraisals of property due to new construction,
change in ownership or from the 2% annual adjustment are allocated among the various jurisdictions in
the "taxing area" based upon their respective "situs." Any such allocation made to a local agency
continues as part of its allocation in future years.
Beginning in the 1981-82 fiscal year, assessors in the State no longer record property values an
tax rolls at the assessed value of 25%of market value which was expressed as$4 per$100 assessed value.
All taxable property is now shown at full market value on the tax rolls. Consequently, the tax rate is
expressed as $I per $100 of taxable value. All taxable property value included in this Official Statement
52906807.6 46
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is shown at 100% of market value(unless noted differently) and all tax rates reflect the $1 per $100 of
taxable value.
Article XIIIB of the California Constitution
An initiative to amend the State Constitution entitled"Limitation of Government Appropriations"
was approved on September 6, 1979, thereby adding Article XIIIB to the State Constitution ("Article
XIIIB"). Under Article XIIIB,the State and each local governmental entity has an annual"appropriations
limit" and is not permitted to spend certain moneys that are called"appropriations subject to limitation"
(consisting of tax revenues, state subventions and certain other funds) in an amount higher than the
appropriations limit. Article XIIIB does not affect the appropriations of moneys that are excluded from
the definition of"appropriations subject to limitation," including debt service on indebtedness existing or
authorized as of January 1, 1979, or bonded indebtedness subsequently approved by the voters. In
general terms, the appropriations limit is to be based on certain 1978-79 expenditures, and is to be
adjusted annually to reflect changes in consumer prices, populations, and services provided by these
entities. Among other provisions of Article XIIIB, if these entities' revenues in any year exceed the
amounts permitted to be spent,the excess would have to be returned by revising tax rates or fee schedules
over the subsequent two years.
"Appropriations subject to limitation" are authorizations to spend `proceeds of taxes," which
consist of tax revenues, state subventions and certain other funds, including proceeds from regulatory
licenses,user charges or other fees to the extent that such proceeds exceed"the cost reasonably home by
such entity in providing the regulation,product or service,"but `proceeds of taxes" excludes tax refunds
and some benefit payments such as unemployment insurance. No limit is imposed on appropriations of
funds which are not "proceeds of taxes," such as reasonable user charges or fees, and certain other non-
tax funds.
Not included in the Article XIIIB limit are appropriations for the debt service costs of bonds
existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations
required to comply with mandates of courts or the federal government and appropriations for qualified
capital outlay projects. The appropriations limit may also be exceeded in certain cases of emergency.
The appropriations limit for the District in each year is based o t the District's limit for the prior
year, adjusted annually for changes in the cost of living and changes in population, and adjusted, where
applicable, for transfer of financial responsibility of providing services to or from another unit of
government. The change in the cost of living is, at the District's option, either(1)the percentage change
in State per capita personal income, or (2) the percentage change in the local assessment roll on
nonresidential property. Either test is likely to be greater than the change in the cost of living index,
which was used prior to Proposition 111. Change in population is to be measured either within the
jurisdiction of the District or the County as a whole.
As amended by Proposition 111, the appropriations limit is tested over consecutive two-year
periods. Any excess of the aggregate "proceeds of taxes" received by a District over such two-year
period above the combined appropriations limits for those two years is to be returned to taxpayers by
reductions in tax rates or fee schedules over the subsequent two years. As originally enacted in 1979,the
District's appropriations limit was based on 1978-79 authorizations to expend proceeds of taxes and was
adjusted annually to reflect changes in cost of living and population (using different definitions, which
were modified by Proposition 111). Starting with Fiscal Year 1990-91,the District's appropriations limit
was recalculated by taking the actual Fiscal Yew 1986-87 limit,and applying the annual adjustments as if
Proposition III had been in effect. The District does not anticipate that any such appropriations
52906807 6 47
limitations will impair its ability to make Installment Payments as required by the Installment Purchase
Agreement.
Proposition 1A and Proposition 22
Proposition lA ("Proposition lA"), proposed by the Legislature in connection with the 2004-05
Budget Act and approved by the voters in November 2004, restricts State authority to reduce major local
tax revenues such as the tax shifts permitted to take place in Fiscal Years 2004-05 and 2005-06.
Proposition lA provides that the State may not reduce any local sales tax rate, limit existing local
government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject
to certain exceptions. Proposition lA generally prohibits the State from shifting to schools or community
colleges any share of property tax revenues allocated to local governments for any fiscal year,as set forth
under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues
among local governments within a county must be approved by two-thirds of both houses of the
Legislature.
Proposition IA provides, however, that beginning in Fiscal Year 2008-09, the State may shift to
schools and community colleges up to 8%of local government property tax revenues,which amount must
be repaid, with interest, within three years, if the Governor proclaims that the shift is needed due to a
severe state financial hardship, the shift is approved by two-thirds of both houses and certain other
conditions are met. Such a shift may not occur more than twice in any ten-year period. The State may
also approve voluntary exchanges of local sales tax and property tax revenues among local governments
within a county.
Proposition IA was generally superseded by the passage of a new initiative constitutional
amendment at the November 2010 election, known as Proposition 22 ("Proposition 22"). The effect of
Proposition 22 is to prohibit the State, even during a period of severe fiscal hardship, from delaying the
distribution of tax revenues for transportation,redevelopment, or local government projects and services.
It prevents the State from redirecting redevelopment agency property tax increment to any other local
government or from temporarily shifting property taxes from cities, counties and special districts to
schools. This is intended to,among other things, stabilize local government revenue sources by restricting
the State's control over local property taxes.
Prior to the passage of Proposition 22, the State invoked Proposition lA to divert $1.935 billion
in local properly tax revenues in fiscal year 2009-10 from cities, counties,and special districts to the State
to offset State general fund spending for education and other programs. Approximately$5 million of the
District's property tax revenues were diverted to the State as a result of this Proposition IA suspension.
The District participated in a Proposition IA Securitization Program (the `Program") sponsored by the
California Statewide Communities Development Authority. The Program allowed the District to
exchange its anticipated State property tax receivable for an equal amount of cash. In addition,the State's
adopted 2009-10 budget included a $1.7 billion diversion in local property tax revenues from local
redevelopment agencies. Many California Redevelopment Association members are actively engaged in
litigation to block such diversion and recoup certain payments already made under certain legislation
passed in July 2009 that is beyond the reach of Proposition 22,known as"ABX4 26."
Proposition lA also provides that if the State reduces the vehicle license fee ("VLF") rate
currently in effect, 0.65% of vehicle value, the State most provide local governments with equal
replacement revenues. Further, Proposition lA requires the State to suspend State mandates affecting
cities, counties and special districts, excepting mandates relating to employee rights, schools or
community colleges, in any year that the State does not fully reimburse local governments for their costs
to comply with such mandates.
52906807.6 48
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Article XMC and Article XIIID of the California Constitution
Proposition 218, a State ballot initiative known as the "Right to Vote on Taxes Act," was
approved by the voters on November 5, 1996. The initiative added Articles XIIIC and XIIID to the
California Constitution,creating additional requirements for the imposition by most local governments of
"general taxes,""special taxes,""assessments,""fees,"and`charges." Proposition 218 became effective,
pursuant to its terms, as of November 6, 1996, although compliance with some of its provisions was
deferred until July 1, 1997, and certain of its provisions purport to apply to any tax imposed for general
governmental purposes (i.e., "general taxes") imposed, extended or increased on or after January 1, 1995
and prior to November 6, 1996.
Article XIIID imposes substantive and procedural requirements on the imposition, extension or
increase of any"fee" or`charge" subject to its provisions. A"fee"or `charge" subject to Article XIIID
includes any levy, other than an ad valorem tax, special tax or assessment, imposed by an agency upon a
parcel or upon a person as an incident of property ownership. Article XIIID prohibits, among other
things, the imposition of any proposed fee or charge, and, possibly, the increase of any existing fee or
charge, in the event written protests against the proposed fee or charge are presented at a required public
hearing on the fee or charge by a majority of owners of the parcels upon which the fee or charge is to be
imposed. Except for fees and charges for water, sewer and refuse collection services, the approval of a
majority of the property owners subject to the fee or charge,or at the option of the agency,by a two-thirds
vote of the electorate residing in the affected area,is required within 45 days following the public hearing
on any such proposed new or increased fee or charge. The California Supreme Court decisions in
Richmond v. Shasta Community Services District, 32 CalAth 409 (2004) (`Richmond'), and Bighorn-
Desert View Water Agency v. Verdl, 39 Cal.4th 205 (2006) (`Bighorn") have clarified some of the
uncertainty surrounding the applicability of Section 6 of Article XIIID to service fees and charges. In
Richmond, the Shasta Community Services District charged a water connection fee, which included a
capacity charge for capital improvements to the water system and a fire suppression charge. The Court
held that both the capacity charge and the fire suppression charge were not subject to Article XIIID
because a water connection fee is not a property-related fee or charge because it results from the property
owner's voluntary decision to apply for the connection. In both Richmond and Bighorn, however, the
Court stated that a fee for ongoing water service through an existing connection is imposed "as an
incident of properly ownership" within the meaning of Article XIIID, rejecting, in Bighorn, the water
agency's argument that consumption-based water charges are not imposed "as an incident of property
ownership"but as a result of the voluntary decisions of customers as to how much water to use.
Article XIIID also provides that"standby charges"are considered"assessments"and must follow
the procedures required for "assessments" under Article XIIID and imposes several procedural
requirements for the imposition of any assessment, which may include (1) various notice requirements,
including the requirement to mail a ballot to owners of the affected property; (2) the substitution of a
property owner ballot procedure for the traditional written protest procedure,and providing that"majority
protest" exists when ballots (weighted according to proportional financial obligation) submitted in
opposition exceed ballots in favor of the assessments; and (3) the requirement that the levying entity
"separate the general benefits from the special benefits conferred on a parcel" of land. Article XIIID also
precludes standby charges for services that are not immediately available to the parcel being charged.
Article XIIID provides that all existing, new or increased assessments are to comply with its
provisions beginning July 1, 1997. Existing assessments imposed on or before November 5, 1996, and
"imposed exclusively to finance the capital costs or maintenance and operations expenses for [among
other things] water" are exempted from some of the provisions of Article XIIID applicable to
assessments.
52%6807.6 49
Article XIIIC extends the people's initiative power to reduce or repeal existing local taxes,
assessments, fees and charges. This extension of the initiative power is not limited by the terms of Article
XIIIC to fees, taxes, assessment fees and charges imposed after November 6, 1996 and absent other
authority could result in retroactive reduction in any existing taxes, assessments, fees or charges. In
Bighorn, the Court concluded that under Article XIIIC local voters by initiative may reduce a public
agency's water rates and delivery charges. The Court noted, however, that it was not holding that the
authorized initiative power is free of all limitations, stating that it was not determining whether the
electorate's initiative power is subject to the public agency's statutory obligation to set water service
charges at a level that will `pay the operating expenses of the agency, . . . provide for repairs and
depreciation of works,provide a reasonable surplus for improvements,extensions,and enlargements,pay
the interest on any bonded debt, and provide a sinking or other fund for the payment of the principal of
such debt as it may become due"
The District implemented a five-year plan beginning in Fiscal Year 2002-03 which included a
rate increase of$7.50 per year, or 9.4%, for all ratepayers to $87.50 per year. In May 2003, the Board of
Directors approved a 15% rate increase per year, for each year, over the then following five years, upon
2/3 vote of the Board of Directors after conducting a noticed public hearing in compliance with Article
XIIID. The Board of Directors considered this increase necessary to provide needed capital
improvements,to cover additional treatment and disinfection costs, and to minimize rate increases over an
extended period of time. On July 2, 2003, the Board of Directors adopted Ordinance No. OCSD-20
increasing sanitary sewer service charges for all single family and multi-family residential units as well as
most commercial and industrial properties. The Ordinance was adopted by a 2/3 vote of the Board of
Directors as required under law after conducting a noticed public hearing in compliance with all laws.
The Ordinance increases the amount of the annual charges by approximately 15%per year for each of the
following five years, commencing with Fiscal Year 2003-04, thereby raising the single family residence
user rate from the then current$87.50 to $100.00, $115.00,$132.00, $152.00, and$175.00 annually. The
Ordinance discounted by 5%the annual increases which were the subject of the required protest hearings
on the fee increase as described above. After the completion of the CIP Validation Study for Fiscal Year
2005-06 that increased its ten year CIP cash flow projects to $2.2 billion, or an average of$220 million
per year, the Board of Directors adopted Ordinance No. OCSD-26 increasing the Fiscal Year 2005-06
single family residential rate 31%,from$115 to$151 for such year. In May 2006,the Board of Directors
adopted Ordinance No. OCSD-30B increasing the Fiscal Year 2006-07 single family residential rate
9.8%, from$151.00 to $165.80 for such year, except those located in Revenue Area 14. These increases
represented the increase permitted under the protest hearings on the fee increase which was held in 2003.
In Jane 2007, the Board of Directors adopted Ordinance No. OCSD-32 increasing the Fiscal Year 2007-
08 single family residential rate by 9.8%. In February 2008, after a noticed public hearing, the Board of
Directors adopted Ordinance No.OCSD-35, which provides for annual increases in the single family
residential rate of 10.4%, 10.0%, 10.4%, 9.4%and 10.1%,respectively, for Fiscal Years 2008-09 through
2012-13. On March 27, 2013, the Board of Directors adopted Ordinance No. OCSD41 approving
increases in its sanitary sewer service charges for all single family residences, multi-family residential
units, and all non-residential properties. The Board increased the single family residential rate,which is
the basis for all of the District's sewer service charges,by 4.8%for Fiscal Year 2013-14 and thereafter by
an average of 2.4%annually for each Fiscal Year through Fiscal Year 2017-18.
Pursuant to the Master Agreement, the District will,to the extent permitted by law, fix, prescribe
and collect fees and charges for the services of the Wastewater System which will be at least sufficient to
yield during each Fiscal Year(a)Net Revenues equal to 125%of Debt Service on Senior Obligations for
such Fiscal Year, and(b)Net Operating Revenues equal to 100% of Debt Service on all Obligations for
such Fiscal Year. The District may make adjustments from time to time in such fees and charges and may
make such classification thereof as it deems necessary, but will not reduce the fees and charges then in
effect unless the Revenues and Net Revenues from such reduced fees and charges will at all times be
52906807.6 50
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sufficient to meet the requirements of the Master Agreement. In the event that service charges are
determined to be subject to Article XIIID,and proposed increased service charges cannot be imposed as a
result of a majority protest, such circumstances may adversely effect the ability of the District to generate
revenues in the amounts required by the Master Agreement, and to make Installment Payments as
provided in the Installment Purchase Agreement. No assurance may be given that Articles XIIIC and
XIIID will not have a material adverse impact on Net Revenues.
Other Initiative Measures
Articles XIIIA, XIIIB, XIIIC and XIIID were adopted pursuant to California's constitutional
initiative process. From time to time other initiative measures could be adopted by California voters,
placing additional limitations on the ability of the District to increase revenues.
LEGAL MATTERS
The validity of the Notes and certain other legal matters are subject to the approving opinion of
Fulbright& Jaworski LLP (a member of Norton Rose Fulbright), Los Angeles, California, Special
Counsel to the District. A complete copy of the proposed form of Special Counsel opinion is attached as
Appendix F hereto. Special Counsel, in its capacity as Special Counsel to the District, undertakes no
responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters
will be passed on for the District and the Corporation by Woodruff, Spradlin & Smart, a Professional
Corporation, Costa Mesa, California, and for the District by Fulbright& Jaworski LLP (a member of
Norton Rose Fulbright),Disclosure Counsel to the District.
FINANCIAL ADVISOR
The District has retained Public Resources Advisory Group as financial advisor (the "Financial
Advisor") in connection with the execution and delivery of the Notes. The Financial Advisor has not
been engaged, nor have they undertaken, to audit, authenticate or otherwise verify the information set
forth in the Official Statement, or any other related information available to the District, with respect to
accuracy and completeness of disclosure of such information. The Financial Advisor has reviewed this
Official Statement but makes no guaranty, warranty or other representation respecting accuracy and
completeness of the information contained in this Official Statement.
ABSENCE OF LITIGATION
There is no action, suit,proceeding,inquiry or investigation, at law or in equity,before or by any
court, regulatory agency, public board or body, pending or, to the best knowledge of the District,
threatened against the District affecting the existence of the District or the titles of its directors or officers
to their offices or seeking to restrain or to enjoin the sale or delivery of the Notes, the application of the
proceeds thereof in accordance with the Trust Agreement, or in any way contesting or affecting the
validity or enforceability of the Notes, the Trust Agreement, the Master Agreement, the Installment
Purchase Agreement or any action of the District contemplated by any of said documents, or in any way
contesting the completeness or accuracy of this Official Statement, or contesting the powers of the
District or its authority with respect to the Notes or any action of the District contemplated by any of said
documents,nor,to the knowledge of the District is there any basis therefor.
There is no action, suit,proceeding,inquiry or investigation, at law or in equity,before or by any
court, regulatory agency, public board or body pending or, to the best knowledge of the District,
threatened against the District contesting or affecting the ability of the District to collect amounts from
52%6809.6 51
which the Instalhnent Payment is payable,or which would have a material adverse effect on the District's
ability to make the Installment Payment.
FINANCIAL STATEMENTS
The basic financial statements of the District included in Appendix A to this Official Statement
have been audited by McGladrey & Pullen, LLP, independent certified public accountants. See
APPENDIX A—"COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE ORANGE COUNTY
SANITATION DISTRICT FOR FISCAL YEAR ENDED JUNE 30, 2012" herein. The District has
received the Government Finance Officer's Association Certificate of Achievement for "Excellence in
Financial Reporting" for 17 consecutive years. The audited financial statements, including the footnotes
thereto, should be reviewed in their entirety. McGladrey & Pullen, LLP, the District's independent
auditor, has not been engaged to perform, and has not performed, since the date of its report included in
Appendix A, any procedures on the financial statements addressed in that report. McGladrey & Pullen,
LLP also has not performed any procedures relating to this official statement.
TAX MATTERS
The Internal Revenue Code of 1986 (the "Code") imposes certain requirements that most be met
subsequent to the execution and delivery of the Notes for the interest component of the Installment
Payment (the "Interest Component"), and the allocable portion thereof distributable in respect of each
Note(the"Note Interest Distribution"),to be and remain excluded pursuant to section 103(a)of the Code
from the gross income of the owners thereof from the gross income of the owner thereof for federal
income tax purposes. Noncompliance with such requirements could cause such amounts to be included in
gross income for federal income tax purposes retroactive to the date of delivery of the Installment
Purchase Agreement and the Notes.
In the opinion of Fulbright & Jaworski LLP, Los Angeles, California, Special Counsel, under
existing statutes, regulations, rulings and court decisions, the Interest Component allocable to and the
Note Interest Distributions in respect of a Note is exempt from personal income taxes of the State of
California and, assuming compliance with the covenants referred to herein, the Interest Component
allocable to and the Note Interest Distributions in respect of a Note are excluded pursuant to
section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes.
In the further opinion of Special Counsel,under existing statutes,regulations, mlings and court decisions,
the Notes are not"specified private activity bonds" within the meaning of section 57(a)(5) of the Code
and,therefore,the Interest Component allocable to and the Note Interest Distributions in respect of a Note
will not be treated as an item of tax preference for purposes of computing the alternative minimum tax
imposed by section 55 of the Code. Receipt or accrual of the Interest Component allocable to and the
Note Interest Distributions in respect of a Note owned by a corporation may affect the computation of the
alternative minimum taxable income.A corporation's alternative minimum taxable income is the basis on
which the alternative minimum tax imposed by section 55 of the Code will be computed.
Notice 94-84, 1994-2 C.B. 559, states that the Internal Revenue Service (the "Service") is
studying whether the stated interest portion of the payment at maturity on a short-term debt obligation
(such as the Notes),that matures not more than one year from the date of issue,bears a stated fixed rate of
interest and is described in section 103(a) of the Code,is (i) qualified stated interest that is excluded from
the stated redemption price at maturity of the obligation(within the meaning of section 1273 of the Code)
but is excluded from gross income pursuant to section 103(a) of the Code, or (ii) is not qualified stated
interest and, therefore, is included by the taxpayer in the stated redemption price at maturity of the
obligation, creating or increasing (as to that taxpayer) original issue discount on the obligation that is
excluded from gross income pursuant to section 103(a) of the Code. Notice 94-84 states that until the
52906807.6 52
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Service provides further guidance with respect to tax-exempt short-term debt obligations, a taxpayer
holding such obligations may treat the stated interest payable at maturity either as qualified stated interest
or as included in the stated redemption price at maturity of the obligation. However, the taxpayer must
treat the amounts to be paid at maturity on all tax-exempt short-term debt obligations in a consistent
manner. Notice 94-84 does not address various aspects necessary to the application of the latter method
(including, for example, the treatment of a holder acquiring its Note other than in the original public
offering or at a price other than the original offering price). Each person considering acquiring the Notes
should consult its own tax advisor with respect to the tax consequences of ownership of and of the
election between the choices of treatment of the stated interest payable at maturity on the Notes.
The initial public offering price for the Notes is greater than the principal amount payable on the
Notes at maturity. To the extent that a purchaser of a Note who treats the stated interest payable at
maturity as qualified stated interest (as described above) acquires the Note at a price greater than the
aggregate amount (other than such qualified stated interest) payable on such Note, such excess will
constitute "bond premium" under the Code. Section 171 of the Code, and the Treasury Regulations
promulgated thereunder, provide generally that bond premium on a non-callable tax-exempt obligation
must be amortized over the remaining term of the obligation: the amount of premium so amortized will
reduce the owner's basis in such Note for federal income tax purposes,but such amortized premium will
not be deductible for federal income tax purposes. Consequently, an owner of a Note who purchased the
Note with bond premium and held the Note until paid at maturity generally will not realize tax gain or
loss on such Note. The rate and timing of the amortization of the bond premium and the corresponding
basis reduction may result in an owner realizing a taxable gain when a Note owned by such owner is sold
or disposed of for an amount equal to or in some circumstances even less than the original cost of the
Note to the owner. Purchasers should consult their own tax advisors as to the computation and treatment
of such amortizable bond premium, including, but not limited to, the calculation of gain or loss upon the
sale,maturity or other disposition of a Note.
Pursuant to the Trust Agreement and in the Tax Certificate Pertaining to Arbitrage and Other
Matters under Sections 103 and 141-150 of the Internal Revenue Code of 1986, to be delivered by the
District and the Corporation in connection with the issuance of the Notes,the District and the Corporation
will make representations relevant to the determination of, and will make certain covenants regarding or
affecting, the exclusion of interest on the Notes from the gross income of the owners thereof for federal
income tax purposes. In reaching its opinions described above, Special Counsel will assume the accuracy
of such representations and the present and future compliance by the District and the Corporation with
such covenants referred to herein. Further, except as stated above, Special Counsel will express no
opinion as to any Federal or state tax consequences of the receipt of interest on, or the ownership or
disposition of,the Notes.
Special Counsel has not undertaken to advise in the future whether any events after the date of
execution and delivery of the Installment Purchase Agreement and the Notes may affect the tax status of
the Interest Component or the Note Interest Distributions. No assurance can be given that future
legislation, if enacted into law, will not contain provisions that could directly or indirectly reduce the
benefit of the exemption of such amounts from personal income taxation by the State of California or of
the exclusion of the interest on the Notes from the gross income of the owners thereof for federal income
tax purposes. Furthermore, Special Counsel will express no opinion as to any federal, state or local tax
law consequences with respect to the Installment Purchase Agreement,the Notes, the Interest Component
or Note Interest Distributions, if any action is taken with respect to the Installment Purchase Agreement,
the Notes or the proceeds thereof, or the Trust Agreement predicated or permitted upon the advice or
approval of other counsel.
52%6807.6 53
Special Counsel's opinion is not a guarantee of a result, but represents its legal judgment based
upon its review of existing statutes, regulations, published rulings and court decisions and the
representations and covenants of the District and the Corporation described above. No ruling has been
sought from the Internal Revenue Service (the "Service") with respect to the matters addressed in the
opinion of Special Counsel,and Special Counsel's opinion is not binding on the Service. The Service has
an ongoing program of auditing the tax-exempt status of the interest on municipal obligations. If an audit
of the Notes is commenced, under current procedures the Service is likely to treat the District as the
"taxpayer," and the owners would have no right to participate in the audit process. In responding to or
defending an audit of the tax-exempt status of the Interest Component and Note Interest Distributions
accrued in respect of Notes, the District may have different or conflicting interest from the owners.
Public awareness of any future audit of the Notes could adversely affect the value and liquidity of the
Notes during the pendency of the audit,regardless of its ultimate outcome.
Although Special Counsel is of the opinion that Interest Component and Note Interest
Distributions in respect of a Note are exempt from California personal income tax and excluded from the
gross income of the owners thereof for federal income tax purposes, an owner's federal, state or local tax
liability may be otherwise affected by the ownership or disposition of the Notes. The nature and extent of
these other tax consequences will depend upon the owner's other items of income or deduction. Without
limiting the generality of the foregoing, prospective purchasers of the Notes should be aware that (i)
section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase
or carry the Notes and the Code contains additional limitations on interest deductions applicable to
financial institutions that own tax-exempt obligations (such as the Notes), (ii) with respect to insurance
companies subject to the tax imposed by section 831 of the Code, section 832(b)(5)(B)(i) reduces the
deduction for loss reserves by 15% of the sum of certain items, including Interest Component and Note
Interest Distributions in respect of the Notes, (iii) Interest Component and Note Interest Distributions
accrued in respect of Notes owned by certain foreign corporations doing business in the United States
could be subject to a branch profits tax imposed by section 884 of the Code, (iv) passive investment
income,including Interest Component and Note Interest Distributions accrued in respect of Notes,may be
subject to federal income taxation under section 1375 of the Code for Subchapter S corporations that have
Subchapter C earnings and profits at the close of the taxable year if greater than 25%of the gross receipts
of such Subchapter S corporation is passive investment income, (v) section 86 of the Code requires
recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in
determining the taxability of such benefits, Interest Distributions and Note Interest Distributions accrued
in respect of Notes owned by such recipients for federal income tax purposes,and(vi)under section 32(i)
of the Code, receipt of investment income, including Interest Component and Note Interest Distributions
accrued in respect of Notes,may disqualify the recipient thereof from obtaining the earned income credit.
Special Counsel has expressed no opinion regarding any such other tax consequences.
Existing law may change to reduce or eliminate the benefit to noteholders of the exclusion of
interest on the Interest Component and Note Interest Distributions accrued in respect of the Notes from
gross income for federal income tax purposes. Any proposed legislation or administrative action,whether
or not taken, could also affect the value and marketability of the Notes. Prospective purchasers of the
Notes should consult with their own tax advisors with respect to any proposed or future changes in tax
law.
A copy of the form of opinion of Special Counsel to be delivered at the closing of the Notes is
included in Appendix F.
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CONTINUING DISCLOSURE
The District has covenamed for the benefit of holders and beneficial owners of the Notes to
provide notices of the occurrence of certain enumerated events. The notices of material events, if any,
will be filed by the Dissemination Agent on behalf of the District with the Municipal Securities
Rulemaking Board. The specific nature of the information to be contained in the notices of enumerated
events is set forth in the Continuing Disclosure Agreement. See APPENDIX D — "FORM OF
CONTINUING DISCLOSURE AGREEMENT." This covenant has been made in order to assist the
Initial Purchaser in complying with S.E.C. Rule 15c2-12 (the "Rule'). During the past five years, the
District bas never failed to comply in all material respects with any previous undertaking with respect to
the Rule to provide annual reports or notices of material events.
RATINGS
The Notes will be assigned short-term ratings of" "by Standard&Poor's Ratings Services, a
Standard&Poor's Financial Services LLC business ("S&P") and'—'by Fitch Ratings ("Fitch"). S&P
and Fitch affirmed the long-term ratings of "=' and " ," respectively, on the District's Existing
Senior Obligations. Such ratings reflect only the views of the rating agencies, and do not constitute a
recommendation to buy, sell or hold the Notes. Explanation of the significance of such ratings may be
obtained only from the respective organizations at: Standard&Poor's Ratings Services, 55 Water Street,
New York, New York 10041 and Fitch Ratings, One State Street Plaza, New York, New York 10004.
There is no assurance that any such ratings will continue for any given period of time or that they will not
be revised downward or withdrawn entirely by the respective rating agencies, if in the judgment of any
such rating agency circumstances so warrant. Any such downward revision or withdrawal of such ratings
may have an adverse effect on the market price of the Notes.
PURCHASE AND REOFFERING
(the "Initial Purchaser") has purchased the Notes from the District at a
competitive sale for a purchase price of$ (representing the aggregate principal amount of the
Notes, plus a premium of$ less an underwriter's discount of$ . The public offering
price may be changed from time to time by the Initial Purchaser. The Initial Purchaser may offer and sell
Notes to certain dealers and others at prices lower than the offering price shown on the cover page hereof.
52906807.6 55
MISCELLANEOUS
Included herein are brief summaries of certain documents and reports, which summaries do not
purport to be complete or definitive, and reference is made to such documents and reports for full and
complete statements of the contents thereof Any statements in this Official Statement involving matters
of opinion, whether or not expressly so stated, are intended as such and not as representations of fact.
This Official Statement is not to be construed as a contract or agreement between the District and the
purchasers or Owners of any of the Notes.
The execution and delivery of this Official Statement has been duly authorized by the District.
ORANGE COUNTY SANITATION DISTRICT
By:
Chair of the Board of Directors
52906807.6 56
Return to Aaenda Report
APPENDIX A
COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE ORANGE COUNTY
SANITATION DISTRICT FOR FISCAL YEAR ENDED JUNE 30,2012
52W6807.6 A-1
APPENDIX B
THE COUNTY OF ORANGE-ECONOMIC AND DEMOGRAPHIC INFORMATION
52906807.6 B-1
Return to Aaenda Report
APPENDIX C
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
52W6805.6 G1
APPENDIX D
FORM OF CONTINUING DISCLOSURE AGREEMENT
52906807.6 D-1
Return to Aaentla Report
APPENDIX E
BOOK-ENTRY SYSTEM
The description that follows of the procedures and recordkeeping with respect to beneficial
ownership interests in the Notes,payment ofprincipal and interest evidenced by the Notes to Participants
or Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Notes, and other
Note-related transactions by and between DTC, Participants and Beneficial Owners, is based on
information furnished by DTC which the District and the Corporation each believes to be reliable, but the
District and the Corporation take no responsibility for the completeness or accuracy thereof.
The Depository Trust Company—Book-Entry System
The Depository Trust Company("DTC'),New York,NY,will act as securities depository for the
securities (the "Notes"). The Notes will be issued as fully-registered securities registered in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered note will be issued for the Notes in the aggregate principal
amount of such issue,and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a `blearing agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million U.S. and non-U.S.
equity issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities,through electronic computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations,and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly("Indirect Participants"). DTC has a Standard&Poor's rating of"AA+." The
DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcacom. The information on such website is not
incorporated herein by such reference or otherwise.
Purchases of Notes under the DTC system must be made by or through Direct Participants,which
will receive a credit for the Notes on DTC's records. The ownership interest of each actual purchaser of
each Note (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners
we, however, expected to receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings,from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished
by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in the Notes, except
in the event that use of the book-entry system for the Notes is discontinued.
52906807.6 E-1
To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. or such other time as may be
requested by an authorized representative of DTC. The deposit of Notes with DTC and their registration
in the name of Cede&Co. or such other nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Notes; DTC's records reflect only the identity of
the Direct Participants to whose accounts such Notes are credited, which may or may not be the
Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of Notes may wish to take certain
steps to augment transmission to them of notices of significant events with respect to the Notes, such as
prepayments, tenders, defaults, and proposed amendments to the security documents. For example,
Beneficial Owners of Notes may wish to ascertain that the nominee holding the Notes for their benefit has
agreed to obtain and transmit notices to Beneficial Owners, in the alternative, Beneficial Owners may
wish to provide their names and addresses to the registrar and request that copies of the notices be
provided directly to them.
Prepayment notices shall be sent to DTC. If less than all of the Notes within an issue are being
prepaid,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
issue to be prepaid.
Neither DTC nor Cede & Co. (nor such other DTC nominee)will consent or vote with respect to
the Notes unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under
its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record
date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Prepayments with respect to the Notes will be made to Cede&Co.,or such other nominee as may
be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from the District or the
Trustee on the payable date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of DTC, nor its nominee, the
Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time
to time. Payment of prepayment proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility of the
District or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct
and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Notes at
any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the
event that a successor securities depository is not obtained,Notes are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry-only transfers through
DTC(or a successor securities depository). In that event,Notes will be printed and delivered to DTC.
52906807.6 E-2
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The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the District believes to be reliable, but the District takes no responsibility for the
accuracy thereof.
Discontinuance of DTC Services
In the event (i)DTC determines not to continue to act as securities depository for the Notes,
(ii)DTC shall no longer act and give notice to the Trustee of such determination or (iii)the District
determines that it is in the best interest of the Beneficial Owners that they be able to obtain Notes and
delivers a written certificate to the Trustee to that effect, DTC services will be discontinued. If the
District determines to replace DTC with another qualified securities depository, the District shall prepare
or direct the preparation of a new single, separate, fully registered Note for each of the maturities of the
Notes, registered in the time of such successor or substitute qualified securities depository or its
nominee. If the District fails to identify another qualified securities depository to replace DTC then the
Notes shall no longer be restricted to being registered in the certificate registration books in the time of
Cede & Co., but shall be registered in such names as are requested in a certificate of the District, in
accordance with the Trust Agreement.
All Notes may be presented for transfer by the Owner thereof, in person or by his attorney duly
authorized in writing, at the Principal Office of the Trustee, on the books required to be kept by the
Trustee pursuant to the provisions of the Trust Agreement, upon surrender of such Certifications for
cancellation accompanied by delivery of a duly executed written instrument of transfer in a form
acceptable to the Trustee. The Trustee may treat the Owner of any Note as the absolute owner of such
Note for all purposes,whether or not such Note shall be overdue, and the Trustee shall not be affected by
any knowledge or notice to the contrary; and payment of the interest and principal evidenced by such
Note shall be made only to such Owner, which payments shall be valid and effectual to satisfy and
discharge the liability evidenced by such Note to the extent of the sum or suns so paid.
Whenever any Notes shall be surrendered for transfer, the Trustee shall execute and deliver new
Notes representing the same principal amount in Authorized Denominations. The Trustee shall require
the payment of any Owner requesting such transfer of any tax or other governmental charge required to
be paid with respect to such transfer. Notes may be presented for exchange at the Principal Office of the
Trustee for a like aggregate principal amount of Notes of other Authorized Denominations. The Trustee
shall require the payment by the Owner requesting such exchange of any tax or other governmental
charge required to be paid with respect to such exchange. The Trustee shall not be required to transfer or
exchange any Note during the period in which the Trustee is selecting Notes for prepayment, nor shall the
Trustee be required to transfer or exchange any Note or portion thereof selected for prepayment from and
after the date of mailing the notice of prepayment thereof.
52%6807.6 E-3
APPENDIX F
FORM OF APPROVING OPINION OF SPECIAL COUNSEL
Upon the execution and delivery of the Notes, Fulbright& Jaworski LLP, Los Angeles,
California, Special Counsel to the District will render its final approving opinion with respect to the
Notes in substantially the following form:
[Date of Delivery]
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley,California 92708-7018
Orange County Sanitation District
Revenue Refunding Certificate Anticipation Notes, Series 2013A
Ladies and Gentlemen:
We have acted as Special Counsel in connection with the $ aggregate principal
amount of Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series
2013A (the "Notes"), which evidence direct, fractional undivided interests of the Owners thereof in the
installment payment (the "Installment Payment'), and the interest thereon, to be made by the Orange
County Sanitation District (the "District') pursuant to the Installment Purchase Agreement, dated as of
October 1, 2013 (the `Installment Purchase Agreement'), by and between the District and the Orange
County Sanitation District Financing Corporation(the"Corporation'). Pursuant to the Master Agreement
for District Obligations, dated as of August 1, 2000 (the "Master Agreement"), by and between the
District and the Corporation, the District has established conditions and terms upon which obligations
such as the Installment Payment and the interest thereon, will be incurred and secured. The Installment
Payment under the Installment Purchase Agreement is payable from (i)Net Revenues as provided in the
Installment Purchase Agreement, consisting primarily of all income and revenue received by the District
from the operation or ownership of the Wastewater System of the District (the "Wastewater System")
remaining after payment of Maintenance and Operation Costs, and (ii)other lawfully available funds of
the District. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to
such terms in the Installment purchase Agreement.
The Notes are to be executed and delivered pursuant to a Trust Agreement, dated as of October 1,
2013 (the "Trust Agreement'), by and among the District, the Corporation and Union Bank, N.A., as
trustee (the `Trustee"). Proceeds from the sale of the Notes will be used to (i)pay at maturity all of the
Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2012C,
currently outstanding in the aggregate principal amount of$131,700,000,and(ii)pay the costs incurred in
connection with the execution and delivery of the Notes.
Fulbright&Jaworskl LLP Is a limited liability partnership registered under the laws of Terns.
Fulbright&Jaworski LLP, Notion Rose Fulbright LLP, thereon Rose Fulbright Australia, Notion Rose Fulbright Canada LLP, Norton Rose Fulbright
South Africa(incorporated as Deneys Reitz, Inc.),each of which Is a separate legal entity,are members of Norton Rase Fulbright Vedun,a Swiss
Vereln. Details of each entity,with certain regulatory information,are at nodonrosetblbrightcom.Notion Rose Fulbdght Vereln he,coordinate the
advil of the members but does not itself provide legal services to dlents.
52906807.6 F-1
Return b Aaentle Report
As Special Counsel,we have examined copies certified to us as being true and complete copies of
the Master Agreement,the Trust Agreement and the Installment Purchase Agreement and the proceedings
of the District in connection with the execution and delivery of the Notes. We have also examined such
certificates of officers of the District, the Corporation and others as we have considered necessary for the
purposes of this opinion.
Based upon the foregoing,we are of the opinion that:
1. The Master Agreement, the Installment Purchase Agreement and the Trust
Agreement each has been duly and validly authorized,executed and delivered by the District and,
assuming the Master Agreement, the Installment Purchase Agreement and the Trust Agreement
each constitutes the legally valid and binding obligation of the other parties thereto, each
constitutes the legally valid and binding obligation of the District,enforceable against the District
in accordance with its respective terms
2. The obligation of the District to pay the Installment Payment, and the interest
thereon, and other payments required to be made by it under the Installment Purchase Agreement
is a special obligation of the District payable, in the manner provided in the Installment Purchase
Agreement, from Net Revenues and other funds provided for in the Installment Purchase
Agreement lawfully available therefor.
3. Assuming due authorization, execution and delivery of the Trust Agreement and
the Notes by the Trustee,the Notes are entitled to the benefits of the Trust Agreement.
4. Under existing statutes, regulations, rulings and court decisions, and, assuming
compliance with the covenants mentioned below, the component of each Installment Payment
designated as "Interest on Installment Payment" in Section 3.02 of the Installment Purchase
Agreement (the `Interest Component"), and the allocable portion thereof distributable in respect
of any Note (the "Note Interest Distribution"), is excluded pursuant to section 103(a) of the
Internal Revenue Code of 1986 (the "Code") from the gross income of the owners thereof for
federal income tax purposes. We are further of the opinion that under existing statutes,
regulations, rulings and court decisions, the Notes me not "specified private activity bonds"
within the meaning of section 57(a)(5)of the Code and,therefore,the Interest Component and the
Note Interest Distributions will not be treated as an item of tax preference for purposes of
computing the alternative minimum tax imposed by section 55 of the Code. Receipt or accrual of
the Interest Component,and the Note Interest Distribution,owned by a corporation may affect the
computation of the alternative minimum taxable income of that corporation. A corporation's
alternative minimum taxable income is the basis on which the alternative minimum tax imposed
by section 55 of the Code will be computed. We are further of the opinion that the Interest
Component allocable to and the Note Interest Distributions in respect of a Note, are exempt from
personal income taxes of the State of California under present state law.
Pursuant to the Trust Agreement and in the Tax Certificate Pertaining to Arbitrage and
Other Matters under Sections 103 and 141-150 of the Internal Revenue Code of 1986, to be
delivered by the District in connection with the execution and delivery of the Notes, the District
will make representations relevant to the determination of, and will make certain covenants
regarding or affecting,the exclusion of the Interest Component and the Note Interest Distribution
from the gross income of the owners thereof for Federal income tax purposes. In reaching the
opinions described in the immediately preceding paragraph, we have assumed the accuracy of
such representations and the present and future compliance by the District with such covenants.
52906807.6 F-1
Except as stated in the second preceding paragraph, we express no opinion as to any
federal or state tax consequence of the ownership or disposition of the Installment Purchase
Agreement or the Notes. Furthermore,we express no opinion as to any federal, state or local tax
law consequences with respect to the Installment Purchase Agreement, Notes, Interest
Component, or Note Interest Distributions, if any action is taken with respect to the Installment
Purchase Agreement, the Master Agreement, the Trust Agreement, the Notes or the proceeds
thereof,permitted or predicated on the advice or approval of counsel,if such advice or approval is
given by counsel other than us.
The rights of the owners of the Notes and the enforceability of the Notes, the Master Agreement,
the Trust Agreement and the Installment Purchase Agreement may be subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter
enacted and may also be subject to the exercise of judicial discretion in appropriate cases. The
enforceability of the Notes, the Master Agreement, the Trust Agreement and the Installment Purchase
Agreement is subject to the effect of general principles of equity, including, without limitation, concepts
of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific
performance or injunctive relief,regardless of whether considered in a proceeding in equity or at law,and
to the limitations on legal remedies against governmental entities in California.
No opinion is expressed herein on the accuracy, completeness or fairness of the Official
Statement or other offering material relating to the Notes.
Our opinions are based on existing law, which is subject to change. Such opinions are further
based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our
opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any
changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a
guarantee of result; rather, such opinions represent our legal judgment based upon our review of existing
law that we deem relevant to such opinions and in reliance upon the representations and covenants
referenced above.
Respectfully submitted,
52906807.6 F-2
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Attachment No. 7
NRF DRAFT
09/04/13
OFFICIAL NOTICE INVITING BIDS
$[Preliminary Par Amount]
ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES,SERIES 2013A
(Book-Entry-Only)
NOTICE IS HEREBY GIVEN that bids will be received by the Orange County Sanitation
District (the "District') for the purchase of $[Preliminary Par Amount] original principal amount of
Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2013A (the
"Notes"). Bids for less than all of the Notes will not be accepted. The bids will be received in the form,
in the manner and up to the time specified below(unless postponed as described herein):
Date: Thursday,October 3,2013
11:30 a.m.,New York Time
Electronic Bids: Electronic proposals may be submitted through the Parity®
electronic bid submission system of Ipreo, at
www newissuehome i-deal corn (the `Electronic Service"). The
Electronic Service will act as agent of the bidder and not of the
District in connection with the submission of bids and the District
assumes no responsibility or liability for bids submitted through
the Electronic Service. See "Information Regarding Electronic
Proposals"herein.
No Facsimile,Hand Delivery or No facsimile,hand delivery or sealed bids will be accepted.
Sealed Bids:
Terms of the Notes
The Preliminary Official Statement for the Notes,dated September_,2013, including the cover
page and all appendices thereto (the "Preliminary Official Statement'), provides certain information
concerning the sale and delivery of$[Preliminary Pat Amount]*aggregate principal amount of the Notes
evidencing direct,undivided fractional interests in the Installment Payment(lire "Installment Payment'),
and the interest thereon,payable by the District pursuant to the Installment Purchase Agreement, dated as
of October 1, 2013 (the"Installment Purchase Agreement'), by and between the District and the Orange
County Sanitation District Financing Corporation (the "Corporation'). Each bidder must have obtained
and reviewed the Preliminary Official Statement prior to bidding for the Notes. This Official Notice
Inviting Bids, including all exhibits and attachments, contains certain information for quick reference
only, is not a summary of the issue and governs only the terms of the sale of, bidding for and closing
procedures with respect to the Notes. Bidders must read the entire Preliminary Official Statement to
obtain information essential to making an informed investment decision.
Pursuant to the Master Agreement for District Obligations, dated as of August 1, 2000 (the
"Master Agreement'), by and between the District and the Corporation, the District has established and
declared the conditions and terms upon which obligations such as the Installment Purchase Agreement,
and the Installment Payments and the interest thereon, will be incurred and secured. The Installment
Preliminary,subject to change.
79141959.4
Payment under the Installment Purchase Agreement is payable solely from Net Revenues, as provided in
the Master Agreement and the Installment Purchase Agreement, consisting primarily of all income and
revenue received by the District from the operation or ownership of the Wastewater System of the District
(the"Wastewater System")remaining after payment of Maintenance and Operation Costs.
The Issue
The proceeds from the sale of the Notes will be used to: (i)pay on October 30, 2013, all of the
Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2012C,
currently outstanding in the aggregate principal amount of$131,700,000 and(ii)pay the costs incurred in
connection with the execution and delivery of the Notes. The Notes are to be executed and delivered
pursuant to a Trust Agreement, dated as of October 1, 2013 (the `"Crust Agreement"), by and among the
District, the Corporation and Union Bank,N.A., as trustee(the"Trustee"). Capitalized terms not defined
herein shall have the same definitions as used in the Trust Agreement or the Master Agreement,
Authorization
On September 25,2013,the District and the Corporation authorized the execution and delivery of
the Installment Purchase Agreement,the Trust Agreement and the Notes.
Outstanding Senior Obligations
The District has outstanding Senior Obligations payable on a parity with the Installment Payment
under the Installment Purchase Agreement. The term "Existing Senior Obligations" as used in the
Preliminary Official Statement refers to the 2007A Installment Purchase Agreement, the 2007B
Installment Purchase Agreement, the 2008B Installment Purchase Agreement, the 2009A Installment
Purchase Agreement, the 2010A Installment Purchase Agreement, the 2010C Installment Purchase
Agreement, the 201IA Installment Purchase Agreement, the 2012A Installment Purchase Agreement, the
2012B Installment Purchase Agreement and the 2012C Installment Purchase Agreement.
Security and Source of Payments
The Notes evidence direct, undivided fractional interests in the Installment Payment, and the
interest thereon, paid by the District pursuant to the Installment Purchase Agreement. The obligation of
the District to pay the Installment Payment and the interest thereon and other payments required to be
made by it under the Installment Purchase Agreement is a special obligation of the District payable, in the
manner provided under the Installment Purchase Agreement, solely from Net Revenues and other funds
as provided in the Installment Purchase Agreement. Net Revenues generally consist of all income and
revenue received by the District from the operation or ownership of the Wastewater System remaining
after payment of Maintenance and Operation Costs,all as further provided in the Master Agreement.
The District's obligation to make the Installment Payment from Net Revenues is on a parity with
the District's obligation to make payments with respect to its other outstanding obligations described as
Senior Obligations and all Reimbursement Obligations with respect to Senior Obligations, as provided in
the Master Agreement. The Installment Purchase Agreement constitutes a Senior Obligation and is
subject to the provisions of the Master Agreement and is afforded all of the advantages,benefits,interests
and security for Senior Obligations pursuant to the Master Agreement. Pursuant to the Master
Agreement, the District pledges all Net Revenues to the payment of the Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations, and the Net Revenues will not be used for
any other purpose while any of the Senior Obligations or Reimbursement Obligations with respect to
Senior Obligations remain unpaid; provided, however, that out of the Net Revenues there may be
79141959.4 2
Return b Mende Report
apportioned such sums for such purposes as are expressly permitted by the Master Agreement. This
pledge constitutes a first lien on the Net Revenues for the payment of the Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations. The term Senior Obligations, generally
means all revenue bonds or notes(including bond anticipation notes and commercial paper)of the District
authorized,executed, issued and delivered under and pursuant to applicable law,the Installment Purchase
Agreement and all other contracts (including financial contracts) or leases of the District authorized and
executed by the District under and pursuant to applicable law, the installment, lease or other payments
which are, in accordance with the provisions of the Master Agreement,payable from Net Revenues on a
parity with the payments under the Master Agreement.
The District may at any time incur Subordinate Obligations; provided, however, that prior to
incurring such Subordinate Obligations, the District will have determined that the incurrence thereof will
not materially adversely affect the District's ability to comply with the requirements of the Master
Agreement. The District may at any time incur Reimbursement Obligations with respect to Subordinate
Obligations. Currently, there are no Subordinate Obligations outstanding. For a description of the
District's outstanding Senior Obligations, see "FINANCIAL OBLIGATIONS Existing Indebtedness"
in the Preliminary Official Statement.
The District may, in connection with the incurrence of Subordinate Obligations, pledge Net
Revenues to the payment of Subordinate Obligations and Reimbursement Obligations with respect to
Subordinate Obligations; provided, however, that such pledge, and any lien created thereby, shall be
junior and subordinate to the pledge of, and lien on,Net Revenues for the payment of Senior Obligations
and Reimbursement Obligations with respect to Senior Obligations.
Pursuant to the Master Agreement, the District is required, to the extent permitted by law,to fix,
prescribe and collect fees and charges for the services and facilities of the Wastewater System which will
be at least sufficient to yield during each Fiscal Year(a)Net Revenues equal to 125%of Debt Service on
Senior Obligations for such Fiscal Year and(b)Net Operating Revenues equal to 100% of Debt Service
on all Obligations for such Fiscal Year. The District may make adjustments from time to time in such
fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the
fees and charges then in effect unless the Revenues and Net Revenues from such reduced fees and
charges will at all times be sufficient to meet the requirements of the Master Agreement. See
"SECURITY AND SOURCES OF PAYMENT FOR THE NOTES—Rate Covenant" in the Preliminary
Official Statement.
Additional Obligations
In addition to the Existing Senior Obligations, the District may at any time incur Obligations
payable on a parity or on a subordinate basis to the payment by the District of the Installment Payment
upon satisfaction of conditions provided in the Master Agreement. No Obligations payable on such a
subordinate basis are currently outstanding. See "SECURITY AND SOURCES OF PAYMENT FOR
THE NOTES — Limitations on Issuance of Additional Obligations" in the Preliminary Official
Statement.
Book-Entry-Only
The Notes will be executed and delivered in the form of fully registered certificates payable in
lawful money of the United States of America. The Notes will be initially delivered only in book-entry
form and will be registered in the time of Cede & Co., as nominee of The Depository Trust Company,
New York, New York ("DTC"), which will act as securities depository for the Notes. Individual
purchases of the Notes will be made in book-entry form only. Purchasers of Notes will not receive
79141959.4 3
physical certificates representing their ownership interests in the Notes purchased. The Notes will be
delivered in Authorized Denominations of $5,000 and any integral multiple thereof. Payments of
principal and interest evidenced by the Notes are payable directly to DTC by the Trustee. Upon receipt of
payments of such principal and interest, DTC will in turn distribute such payments to the beneficial
owners of the Notes. So long as the Notes are in the DTC book-entry system, the interest,principal and
prepayment premiums,if any,due with respect to the Notes will be payable by the Trustee,or its agent,to
DTC or its nominee.
Principal and Interest Payments
The Notes will mature on October 16, 2014* (the "Maturity Date"). The District expects the
principal of and interest on the Notes to be paid from proceeds of the sale,prior to the Maturity Date, of a
future series of certificates of participation, notes or other obligations of the District. The sale and
delivery of a future series of certificates of participation, notes or other obligations of the District will
depend on market conditions,certain approvals by the District and the Corporation and other factors. See
"SECURITY AND SOURCES OF PAYMENT FOR THE NOTES" in the Preliminary Official
Statement.
No Prepayment
The Notes are not subject to prepayment prior to their maturity.
Interest Rates,Reoffering Prices,Premium Bids,and Certificate of Initial Purchaser
Bidders must bid to purchase all and not part of the Notes and most submit their bids on the
Official Bid Form. Bidders must specify a rate of interest for the Notes, expressed in multiples of either
one-eighths (Vs) or one-twentieths 020) of one percent (1%; and no interest rate can exceed 4% per
annum.
The successful bidder will, within 30 minutes after being notified of the award of the Notes,
advise the District of the initial bona fide public reoffering prices of the Notes on the date of award. The
successful bidder will also be required to famish to the District a certificate ("Certificate of Initial
Purchaser") in the form of the Certificate of Initial Purchaser attached hereto (with such modifications as
may be acceptable to Special Counsel). At any time before or after delivery of the Notes to the successful
bidder, that successful bidder also may be required by the District or Special Counsel to clarify any
discrepancies between the Certificate of Initial Purchaser and publicly available information relating to
trades of the Notes that might suggest that the initial sale of a substantial portion of the Notes to the
public was at a materially higher price than the price stated for that maturity in the Certificate of Initial
Purchaser.
Bidders may bid to purchase Notes from the District with a premium; however, no bid will be
considered if the bid is to purchase Notes at an aggregate price less than 100% or more than 104% of the
aggregate principal amount of the Notes.
No bid will be accepted that contemplates the waiver of any interest or other concession by the
bidder as substitute for payment in full of the purchase price. Bids that do not conform to the terms of
this section maybe rejected. See"Right to Reject Bids,Waive Irregularities"below.
Preliminary; subject to change.
79141959.4 4
Return to Mende Report
Adjustment of Principal Amounts After Receipt of Bids
The principal amount of the Notes set forth in the Official Bid Form reflects an estimate of the
District as to the likely interest rate of the winning bid and the premium contained in the winning bid.
After selecting the winning bid,the principal amount of the Notes may be adjusted in $5,000 increments,
if the District elects to do so, to reflect the actual interest rate and any premium in the winning bid to
generate a dollar amount bid of at least$131,975,000 while maintaining the same"per Note"purchaser's
discount and original issue premium, if any, provided in such bid. Any such adjustment will be
communicated to the winning bidder within 24 hours after receipt of such bid by the District. Changes in
the principal amount of the Notes made as described in this paragraph will not affect the determination of
the winning bidder or give the winning bidder any right to reject the Notes.
No Insurance
THE SUCCESSFUL BIDDER SHALL NOT PURCHASE MUNICIPAL BOND INSURANCE
IN CONNECTION WITH THE NOTES.
Form of Bid
BIDS FOR LESS THAN ALL OF THE NOTES WILL NOT BE ACCEPTED. Each bid must be
on the Official Bid Form. All electronic proposals shall be deemed to incorporate the provisions of the
Official Bid Form and must be unconditional and irrevocable. In addition, each bidder is requested to
supply an estimate of the true interest cost resulting from its bid, computed as prescribed below under the
caption "Award, Delivery and Payment," which shall be considered as informative only and not binding
on either the bidder or the District. Each bid must be in accordance with the terms and conditions set
forth in this Official Notice Inviting Bids.
The District will make its best efforts to accommodate electronic bids; however, the District, the
Financial Advisor (Public Resources Advisory Group) and Special Counsel assume no responsibility for
any error contained in any electronic bid, or for the failure of any electronic bid to be transmitted or
received at the official time for receipt of such bids. The official time for receipt of bids will be
determined by the District at the place of the bid opening, and the District shall not be required to accept
the time kept by Electronic Service as the official time. The District assumes no responsibility for
informing any bidder prior to the deadline that its bid is incomplete,or not received.
If multiple timely bids are received from a single bidder the District shall accept the best of such
bids and each bidder agrees,by submitting any bid,to be bound by its best bid.
Information Regarding Electronic Proposals
Electronic proposals most be submitted through the Electronic Service. If any provision of this
Official Notice Inviting Bids conflicts with information provided by the Electronic Service, this Official
Notice Inviting Bids shall control. The District is not responsible for the proper operation of, and shall
have no liability for any delays or interruptions of or any damages caused by the Electronic Service. The
District is using the Electronic Service as a communication mechanism and not as the District's agent to
conduct electronic bidding for the Notes. The District is not bound by any advice of or determination by
the Electronic Service to the effect that any particular bid complies with the terms of this Official Notice
Inviting Bids. All costs and expenses incurred by prospective bidders in connection with their submission
of bids through the Electronic Service are the sole responsibility of such bidders and the District is not
responsible for any such costs or expenses. Further information about the Electronic Service, including
any fee charged, may be obtained from Ipreo at(877) 588-5030. The District assumes no responsibility
79141959.4 5
or liability for bids submitted through the Electronic Service. The District shall be entitled to assume that
any bid submitted through the Electronic Service has been made by a duly authorized agent of the bidder.
Bid Security Deposit
Each bidder must provide with its bid (i) a financial surety bond ("Surety Bond") in the amount
of$130,000 (the "Bid Security Deposit") issued by an insurance company rated in one of the top two
rating categories by Moody's Investors Service, Fitch Ratings or Standard & Poor's Ratings Services,
without regard to any modification of the rating, and licensed to issue such a bond in the State of
California, naming the District as the beneficiary and identifying the bidder whose deposit is guaranteed
by the Surety Bond or(ii)a wire transfer of immediately available federal funds.
Surety Bonds. If the successful bidder has provided a Surety Bond, such bidder shall wire
transfer to the District the amount of the Bid Security Deposit in immediately available federal funds not
later than 3:00 p.m. (New York Time) on the business day next succeeding the day of acceptance of the
bid, which amount shall be deposited in an escrow hand or account or a similar fund and applied to the
purchase price of the Notes at the time of delivery of the Notes. If the District has not received such
federal funds wire transfer by the time stated, the District may draw upon the Surety Bond to satisfy the
successful bidder's Bid Security Deposit requirements.
Wire Transfers. Any Bid Security Deposit wire transfers must be received in federal funds prior
to the deadline for examination of the bids, and should be directed as follows:
Union Bank,N.A.
ABA: 122000496
A/C#: 37130196431
A/C: TRUSDG
FFC: OCSD 2013A/Acet No.
The wire transfers of unsuccessful bidders will be returned promptly on the bid date after the
examination of bids. The wire transfer of the successful bidder will be retained by the District and
applied to the purchase price at the time of delivery of the Notes. The District disclaims any liability for
funds sent by wire transfer,except for any willful misconduct or reckless disregard for its duties.
If after the award of the Notes, the successful bidder fails to complete the purchase on the terms
stated in its bid,unless such failure of performance shall be caused by any act or omission of the District,
the Bid Security Deposit,whether paid by federal funds wire or pursuant to the Surety Bond procedure set
forth above, shall be retained by the District as stipulated liquidated damages. No interest will be paid
upon any Bid Security Deposit.
Official Statement
The District has approved a Preliminary Official Statement, dated September . 2013, which
the District has"deemed final"for purposes of Rule 15c2-12 promulgated by the Securities and Exchange
Commission, as amended (the "Rule"), although subject to revision, amendment and completion in
conformity with the Rule. The District will provide the successful bidder such reasonable number of
printed copies of the final Official Statement as such bidder may reasonably request no later than seven
business days after the day the Notes we awarded. Up to 50 copies of the that Official Statement will be
famished without cost to the successful bidder and further copies, if desired,will be made available at the
successful bidder's expense. The successful bidder shall file the final Official Statement with a nationally
recognized municipal securities information repository on a timely basis. The successful bidder shall,by
79141959.4 6
Return to Aaenda Rom
accepting the award, agree at all times to comply with the provisions of the Rule and with all applicable
rules of the Municipal Securities Rulemaking Board.
Award,Delivery and Payment
If satisfactory bids are received, the Notes will be awarded to the highest responsible bidder not
later than two hours after the time established for the receipt of bids. The highest bidder shall be the
bidder submitting the best price for the Notes, which best price shall be that resulting in the lowest true
interest cost with respect to the Notes. The true interest cost shall be computed by doubling the semi-
annual interest rate (compounded semi-annually)necessary to discount the Installment Payment from the
Maturity Date to the date of the Notes and to the price bid. If two or more bidders have bid the same true
interest cost,the award shall be made at the sole discretion of the District.
Delivery of the Notes is expected to occur on or about October 16, 2013. The Notes will be
delivered through the facilities of DTC, New York, New York. The successful bidder shall pay for the
Notes on the date of delivery in Los Angeles, California in immediately available federal funds. Any
expenses of providing federal funds shall be borne by the purchaser. Payment on the delivery date shall
be made in an amount equal to the price bid for the Notes less the amount of the bid security deposit.
Right to Reject Bids,Waive Irregularities
The District reserves the right to reject any and all bids and to the extent permitted by law to
waive any irregularity or informality in any bid.
CUSIP Numbers
It is anticipated that CUSIP numbers will be printed on the Notes,but the District will assume no
obligation for the assignment or printing of such numbers on the Notes or for the correctness of such
numbers, and neither the failure to print such number on any Note nor any error with respect thereto shall
constitute cause for a failure or refusal by the purchasers thereof to accept delivery of and make payment
for the Notes. The cost for the assignment of CUSIP numbers to the Notes will be the responsibility of
the successful bidder.
California Debt and Investment Advisory Commission
The successful bidder will be required to pay all fees due to the California Debt and Investment
Advisory Commission("CDIAC")under California law. CDIAC will invoice the successful bidder after
the delivery of the Notes.
Legal Opinions
The District will furnish to the successful bidder at the closing of the Notes, the legal opinion of
Special Counsel to the effect that, in the opinion of Special Counsel, based upon an analysis of existing
laws,regulations,rulings and court decisions, and assuming, among other matters,the accuracy of certain
representations and compliance with certain covenants, the interest component of the Installment Payment
and the allocable portion thereof distributable in respect of each Note is excluded from gross income for
federal income tax purposes under section 103 of the Internal Revenue Code of 1986 and is not a specific
preference item for purposes of the federal alternative minimum tax and is exempt from State of
California personal income taxes. Special Counsel will express no opinion regarding any other tax
consequences related to the ownership or disposition of, or the accrual or receipt of interest on,the Notes.
79141959.4 7
Change in Tax Exempt Status
At any time before the Notes me tendered for delivery, the successful bidder may disaffnm and
withdraw its proposal if the interest on municipal securities of the same type and character as that
evidenced by the Notes (as determined by Special Counsel) shall be declared to be includable in gross
income under federal income tax laws, either by a ruling of the Internal Revenue Service or by a final
decision of any federal court, or shall be declared taxable by the terms of any federal income tax law
enacted subsequent to the date of this Official Notice Inviting Bids.
Closing Documents
The District will fomish to the successful bidder at the time of delivery of the Notes: (1)a
certificate certifying (i) that as of and at the time of delivery of the Notes, there is no action, suit,
proceeding or investigation, pending or, to the best knowledge of the District, threatened against or
affecting the District, (A)which affects or seeks to prohibit, restrain or enjoin the execution and delivery
of the Notes or the Trust Agreement, (B) in any way contesting the validity of the Notes, the Installation
Purchase Agreement or the Trust Agreement or the powers of the District to enter into or perform its
obligations under such documents to which it is a party or the existence of the District, or(C)wherein an
unfavorable decision, ruling or finding would materially and adversely affect the District, or the validity
or enforceability of the Notes, the Installation Purchase Agreement or the Trust Agreement or the ability
of the District to perform its obligations under such documents to which it is a party, (ii)that the
Preliminary Official Statement did not on the date of sale of the Notes and the Official Statement does not
on the date of delivery contain any untme statement of a material fact or omit to state a material fact
necessary to make the statements contained therein, in the light of the circumstances under which they
were made, not misleading, and(2) a receipt of the District showing that the purchase price of the Notes
has been received by the District.
Continuing Disclosure
To assist the successful bidder in complying with the Rule, the District will undertake, pursuant
to the Continuing Disclosure Agreement, to provide notices of the occurrence of certain enumerated
events. A description of the Continuing Disclosure Agreement is set forth in the Preliminary Official
Statement and will be set forth in the final Official Statement.
Additional Information
Electronic copies of the Trust Agreement, the Installment Purchase Agreement, the Master
Agreement, this Official Notice Inviting Bids, the Official Bid Form, and the Preliminary Official
Statement will be furnished to any potential bidder upon request made to the District's Financial Advisor
at: Public Resources Advisory Croup, 11500 West Olympic Boulevard, Suite 502, Los Angeles, CA
90064,310-477-8487,via e-mail at lchoi@pmgla.com.
Right to Modify or Amend
The District reserves the right to modify or amend this Official Notice Inviting Bids, including
but not limited to the right to adjust and change the principal amount of the Notes being offered;
provided, however, that such notifications or amendments shall be made not later than October 2, 2013,
by 4:00 p.m., New York Time and communicated through Thomson Municipal News (available at
http://w .tm3.com) and by facsimile transmission to any qualified bidder timely requesting such notice.
Bidders are required to bid for the Notes as so modified.
79141959.4 8
Return to Mende Report
Cancellation or Postponement
The District reserves the right to cancel or postpone, from time to time, the date established for
the receipt of bids for any reason at any time. Any such postponement will be announced by Thomson
Municipal News. If any date fixed for the receipt of bids and the sale of the Notes is postponed, any
alternative sale date will be announced via Thomson Municipal News at least 24 hours prior to such
alternative sale date and will be provided by facsimile transmission to any qualified bidder timely
requesting such notice. On any such alternative sale date, any bidder may submit a bid for the purchase
of the Notes in conformity in all respects with the provisions of this Official Notice Inviting Bids except
for the date of sale and except for the changes announced by Thomson Municipal News at the time the
sale date and time are announced.
Dated: September_,2013
79141959.4 9
Exhibit A
Form of Initial Issue Price Certificate
2013
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley,CA 92708-7018
Fulbright&Jaworski LLP
555 South Flower Street,41'Floor
Los Angeles,CA 90071
Ladies and Gentlemen:
We have served as the Underwriter in connection with the execution and delivery on behalf of the
Orange County Sanitation District(the "District') of$ Orange County Sanitation District
Wastewater Revenue Refunding Certificate Anticipation Notes, Series 2013A (the"2013 Notes").
We hereby certify that:
(i) , 2013 was the first day on which there was a binding contract in
writing for the sale or exchange of the 2013 Notes by the District to the Underwriter, and on that
day(the "Sale Date"), the Underwriter undertook pursuant to such contract to make a bona fide
public offering of all of the 2013 Notes. On the Sale Date all of the 2013 Notes was offered in a
bona fide initial offering to the general public at the initial offering price or initial offering yield
(the "Initial Offering Price") shown, on the cover page of the Official Statement dated
2013 relating to such offering (the "Official Statement"). The Initial Offering
Price represented: (i) the Underwriter's reasonable determination of a fair market value on the
Sale Date of the 2013 Notes; and (ii)the price at which the Underwriters reasonably expected to
sell all the 2013 Notes to the general public;
(ii) based upon our records and other information available to us that we believe to
be correct, the first price at which a substantial portion (but in no event less than ten percent) of
the 2013 Notes was sold by the Underwriter to the general public was the Initial Offering Price in
respect of the 2013 Notes as described above;
(iii) at the time that the Underwriter agreed to purchase the 2013 Notes, based upon
then prevailing market conditions, the Underwriter had no reason to believe that the first sale of
any of the 2013 Notes to a member of the general public would be at an initial offering price
greater than or an initial offering yield less than the fair market value thereof,
(iv) taking into account the aggregate amount of the 2013 Notes, and treating the
Initial Offering Price as the issue price of each 2013 Note, the aggregate issue price of the 2013
Notes is$ (the 2013 Notes having been sold with premium of$ );and
(v) we provided the yield proof attached hereto as Exhibit A to Special Counsel; we
make no representations regarding its legal sufficiency.
79141959.4
Return to Mende Report
For purposes of this Certificate, the term"general public' does not include bond houses,brokers,
or similar persons or organizations acting in the capacity of underwriters or wholesalers.
The undersigned understands that the statements made herein will be relied upon by the District
in its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986(the"Code"),
and will be relied upon by Special Counsel in rendering its legal opinion, concerning the exclusion from
the gross income for federal income tax purposes of interest with respect to the 2013 Notes.
[INITIAL PURCHASER],
as Underwriter
By:
Title:
2
Exhibit A
Yield Proof
(See attached)
3
Return to Mende Report
OFFICIAL BID FORM
$[Preliminary Par Amount]
ORANGE COUNTY SANITATION DISTRICT
REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES,SERIES 2013A
October.2013
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley,CA 92708-7018
Attention: Lorenzo Tyner
Ladies and Gentlemen:
We hereby offer to purchase all of the $[Preliminary Par Amount]' aggregate principal amount of the
Orange County Sanitation District (the "District') Revenue Refunding Certificate Anticipation Notes,
Series 2013A (the `Notes"), more particularly described in your Official Notice Inviting Bids, dated
September , 2013 (the"Official Notice Inviting Bids"),which is incorporated herein by reference, and
made a part thereof, at a purchase price of $ (which purchase price is not less than
100% or more than 104% of the aggregate principal amount of the Notes). This offer is for Notes
evidencing interest at the rate per annum of %.
The bid is subject to acceptance not later than two hours after the expiration of the time established for the
final receipt of bids.
Our calculation of the true interest cost, computed in accordance with the instructions in the Official
Notice Inviting Bids, and which is considered to be informative only and not a part of the bid, is
(PLEASE CHECK ONE OF THE FOLLOWING TWO PARAGRAPHS)
[ ] A surety bond has been provided to the District in the amount of$ issued by an
insurance company rated in one of the top two rating categories by Moody's Investors Service, Fitch
Ratings or Standard & Poor's Ratings Services, without regard to any modification of the rating, and
licensed to issue such a bond in the State of California, naming the District as the beneficiary and
indentifying our bidding syndicate whose deposit is guaranteed by the surety bond.
[ ] With this bid we are providing the District a wire transfer in immediately available
federal funds in the amount of$ to an account specified by the District or its representative,in
accordance with the Official Notice Inviting Bids.
We have noted that payment of the purchase price is to be made in immediately available Federal Funds
at the time of delivery of the Notes. If we me the successful bidder, we will (1)within 30 minutes after
being notified of the verbal award of the Notes, advise the District of the initial public offering prices of
the Notes; and (2) prior to delivery of the Notes famish a certificate, acceptable to Special Counsel,
.Preliminary;subject to change.
79141959.4
Fulbright&Jaworski LLP,as to the"issue price"of the Notes in the form specified in the Official Notice
Inviting Bids.
We represent that we have full and complete authority to submit this bid on behalf of our bidding
syndicate and the undersigned will serve as the lead manager for the group if the Notes are awarded
pursuant to this bid. We certify (or declare) under penalty of perjury under the laws of the State of
California that this proposal is genuine, and not a sham or collusive, nor made in the interest of or on
behalf of any person not herein named and that the bidder has not directly or indirectly induced or
solicited any other bidder to put in a sham bid or any other person, firm or corporation to refrain from
bidding, and that the bidder has not in any manner sought by collusion to secure for himself an advantage
over any other bidder.
Respectfully Submitted,
Account Manager:
By:
Address:
City:
State:
Telephone:
Following(or attached)is a list of the members of our account on whose behalf this bid is made.
2
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Attachment No. 8
NOTICE OF INTENTION TO SELL
Orange County Sanitation District
Revenue Refunding Certificate Anticipation Notes
Series2013A
NOTICE IS HEREBY GIVEN that the Orange County Sanitation District(the"District')
intends to receive sealed bids and electronic bids until 11:30 a.m.,New York time,on Thursday,
October 3, 2013,
through the use of the Parity® electronic bid submission system offered by Ipreo; at
www.newissuehome.i-deal.com and the Parity bid delivery service, for the purchase of all of the
District's Revenue Refunding Certificate Anticipation Notes, Series 2013A (the"Notes"), dated
as of the date of initial delivery, and maturing on October 16, 2014 as described in the related
Official Notice Inviting Bids (the "Notice"). No bids will be accepted by facsimile. Bids for
less than all of the Notes will not be accepted. The District reserves the right to postpone the
date established for the receipt of bids as more fully described under the paragraph"Cancellation
or Postponement"in the Notice.
NOTICE IS HEREBY FURTHER GIVEN that electronic copies of the Notice and the
Preliminary Official Statement issued in connection with the sale of the Notes may be obtained
from the District's financial advisor, Public Resources Advisory Group, 11500 West Olympic
Boulevard, Suite 502, Los Angeles, California 90064, (310) 477-8487, via e-mail:
lchoi@pmgla.com.
Orange County Sanitation District
Dated: September.2013
Preliminary,subject to change.
ADMINISTRATION COMMITTEE Meeting Date To ad.of Dir.
09/11/13 09/25/13
AGENDA REPORT Item Number Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: IMPLEMENTATION OF ENFOTECH IPACS PRETREATMENT
INFORMATION MANAGEMENT SOFTWARE SYSTEM
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement with enfoTech & Consulting, Inc.,
Specification CS-2012-52513D, for Implementation of a Commercial-off-the-shelf
Pretreatment Information Management System, for an amount not to exceed
$780,393; and
B. Approve first year technical support and maintenance for the amount of $65,266;
and
C. Approve a contingency of$84,566 (10%).
SUMMARY
The Pretreatment Information Management System is used by the Engineering and
Facilities Support Services departments to centrally manage the industrial waste control
and pretreatment program to ensure environmental compliance with operating permits.
The Orange County Sanitation District (OCSD) is replacing our existing legacy
pretreatment software solution with a commercial system (iPACS by enfoTech) that is
used by multiple large publically owned wastewater treatment facilities.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
On June 13, 2012, OCSD issued a Request for Proposal (RFP) to implement a
commercial-off-the-shelf Pretreatment Information Management System. The existing
system was built over the period of 20 years by multiple software developers using
contract and OCSD staff. At the time of inception, commercial products were not
available. In the past seven years, at least four major software vendors have products
specifically designed for the industrial waste control and pretreatment programs.
Page 1 of 3
EnfoTech's iPACS product has been successfully implemented in a number of
wastewater facilities including LA County Sanitation District, Metro Water Reclamation —
Chicago, New York City, City of San Jose, and City of Phoenix. The standard product
addresses core business processes. There are other functions that the OCSD
compliance programs address and may need to be added as optional parts of the
software solution. If the OCSD implementation team decides that the core functionality
requires these additional enhancements, then the contingency will be used to include
these options.
On July 12, 2012, two proposals were received. A panel consisting of seven OCSD
staff from Information Technology and Engineering reviewed and ranked each of the
proposals in accordance with District procedures. This RFP used the consensus
scoring method. During consensus scoring sessions, the evaluation facilitator directs
the team's attention to each item in the specifications. The evaluation team considers
one proposal at a time, comparing the vendor's proposed offering against the
specifications in the underlying RFP. Consensus scoring sessions encourage open
discussions and questions among members of the evaluation team.
Evaluators discuss the relative strengths and weaknesses of a vendor's proposal in
each area. The following criteria/weights were used to evaluate the proposals: Project
Implementation Work Plan (15a/%), Proposed Alternatives to Out of Scope Items (15%),
Software Functionality, Features, and Upgrade Roadmap (15e/%), Vendor Stability,
Experience, and Past Performance in Delivering Product to a Similar Utility (25%), and
Cost Evaluation (30%). The solution proposed by enfoTech & Consulting, Inc. was rated
higher than the Inflection Point Solutions proposed solution. Staff recommends
awarding the Professional Services Agreement and maintenance agreement to
enfoTech & Consulting, Inc. for a not-to-exceed amount of$845,659.
OCSD's Pretreatment Program is extremely complex and therefore implementing a new
software system that replaces the existing functionality carries some risk. EnfoTech
scored higher than Inflection Point Solutions in understanding the project requirements,
the overall project proposal including their project approach, software flexibility, and
roadmap for future upgrades. Based on a gap analysis, EnfoTech proposed suitable
alternatives to fill identified gaps. The evaluation team determined that the risk to
OCSD's Pretreatment Program is substantially lower by selecting the enfoTech solution.
PROPOSAL EVALUATION TABLE
Criteria Weight Weighted enfoTech & Inflection Point
Score Consulting, Inc. Solutions.
Evaluator Consensus Consensus
Proposal Evaluation
Work Plan 15 150.0 150.0 45.0
Proposed Alternatives 15 150.0 135.0 22.5
Software Functionality 15 150.0 135.0 67.5
Past Performance 25 250.0 175.0 125.0
Cost Evaluation 30 300.0 262.4 300.0
lqa 1 1
100 1000 857.4 5 00
Proposed Base Cost $780,393 $528,000
Page 2 of 3
CECIA
N/A
BUDGET / DELEGATION OF AUTHORITY COMPLIANCE
This request complies with authority levels of the Orange County Sanitation District's
Delegation of Authority. This item has been budgeted under SP-135, Software and
Computer Replacement.
ATTACHMENTS
The following attachment(s)may be viewed on-line at the OCSD website(www.ocsd.com) with the
complete agenda package:
• Sample Agreement
Page 3 of 3
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PROFESSIONAL SERVICES AND SOF I N A REEMENT
BE E
THE ORANGE COUN S A I TRIC
e o nha
O \v\
D
0
0
0
0
D
Professional Consultant Services Agreement 1 of 30 Specification No.CS-2012-525BD
SAMPLE ONLY—DO NOT SUBMIT
TABLE OF CONTENT
1. DEFINITIONS.......................................................................................................1
2. TERM OF THE AGREEMENT.............................................................................4
3. EXHIBITS.............................................................................................................4
4. ORDER OF PRECEDENCE.................................................... ...........................4
S. SCOPE OF WORK.......................................................... ... .. ...........................4
6. LICENSE................................................................ ..... .. .. ..........................5
7. COMPENSATION AND TERMS OF PAYM ... . ... ...... ..... .........................6
8. PERSONNEL..................................... .... .... .. .. . ... ........ .. ........................7
9. INDEPENDENT CONTRACTOR ...... ........ . ..... .. . .. ........ .. .......................8
10. WARRANTIES.................. ..... ....... ... .. .. . .. ... .. . .. .. .. ... .....................8
11. COMPLETION DATE - A NE TI L U .....................11
12. CHANGES IN .. ...... .. .. ....... ... ... ... . .. .. ... . ................................ 11
13. NO . . .! .... . ... ...... ..... ........ ......... .. ......................................... 12
14. DISP E T ...... .. .... ........ .. .................................................. 12
15. C ... .. ... .. ......... ..............................................................
DN ....... ........ ........................................................... ..... 1
7 I 1 IMS. ........................................................... .. . .. .. 1
. .. . . .............................................................. ... . .... . .. ....
1 DI .. . ............................................................ ....... . .. . . . .. . .. ..
20. F L INFORMATION.......................... ... .. . ... .. .. . .. . .. .. . ... 1
21. NCE............................................... .. .. ... .. . ..1.1... .. .. .... . . .. 6
22. VER..................................................... ... .. . .. .. .. . ... ..
23. SEVERABILITY......................... ....... ...... ... ... . .. . . ...... 16
24. ASSIGNMENT................... .... . ...... .......... ........ .. .. .. . ....... ................. 16
25. CHANGES IN CONT F 16
26. APPLICABLE LA . .. .. . 16
.. .... .. ... ... ......... ........ ..... ................................
27. WHOLE EM N .. . ... .... .. ... ... ........... ......................................... 17
28. MI� ANE! US . ... ... ... ... ... .. .... .. ....................................................... 17
EXHIBITA Statement of Work
EXHIBIT B Interface Control Document
EXHIBIT C Pricing Detail and Summary
EXHIBIT D Project Schedule
EXHIBIT E Payment Schedule
\/
Professional Consultant Services Agreement 2 of 30 Specification No.CS-2012-525BD
SAMPLE ONLY—DO NOT SUBMIT
PROFESSIONAL SERVICES AND SOFTWARE LICENSE AGREEMENT
Implementation of a Commercial-Off-The-Shelf(COTS) Pretreatment Information
Management System
Specification No.CS-2012.525BD
THIS AGREEMENT is made and entered into as of the date f Ily x t below by and
between Orange County Sanitation District, with a princi a o i ss at 10844 Ellis
Avenue, Fountain Valley, CA 92708-7018 (hereinaft e r t as C D")and
with a principal b s t
(hereinafter referred to as "Contractor" colle iv e rre o t e "Pa i ".
WHEREAS, OCSD's Gene Ma a as t r t ou urci o said Services is in
the best interest of OC
WHERE A t Bo d Directors of OCSD, by minute order,
autho ' d a t e b e n OCSD and Contractor; and
W r b itte is posal, dated ; and
WH O c en Contractor to conduct Services in a r n 't ch i
u ' N -04; and
ERE , CSD desires to procure certain Produ 'c f r�n t ct t
facile the successful implementation of a me ci o - s e Cff e a
information management system; and, v
WHEREAS, Contractor is qu ' d to an a it s to pro v t ysta perform the
Services necessary to in I I n a a tain t st ,
WHEREAS, Th wo "Sy am i d th a cumulated total of all Products and Services
provid r the g em a d c e ' Exhibit C - Pricing and Detail Summary
attach h e atd,
WHERE S h \I a ire t ter into this Agreement as hereinafter set forth;
NOW THE E E, a considerations hereinafter written, the parties agree as follows:
1. DEFINITI NS
The following definitions apply to this Agreement:
1.1. Agreement. The term "Agreement" is defined as this Professional Services and
Software License Agreement and its exhibits. In the event of any inconsistency
between or among these documents, the inconsistency shall be resolved as stated in
Section 4.0, Order of Precedence.
1.2. As-Built Documentation. The term "As-Built Documentation" means the Baseline
Documentation plus the Documentation for any Configuration Changes and
Customization Modifications All "As-Built Documentation"shall supplement and not
conflict with the terms of this Agreement. In the event of a conflict, the terms of this
Agreement shall prevail.
Professional Consultant Services Agreement 1 of 30 Specification No.CS-2012-525BD
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1.3. Baseline Documentation. The term "Baseline Documentation" refers to the
Documentation for the version of the Contractor's Application Software installed prior to
any Configuration Changes or Customization Modifications. All Baseline
Documentation from Contractor shall supplement and not conflict with the terms of this
Agreement. In the event of a conflict, the terms of this Agreement shall prevail.
1.4. Configuration Changes. The term "Configuration Changes" is d i d as any
modification or changes other than a Custom Modificati .
1.5. Contractor Application Software. The term "C o p licat n ftware" is defined
as any Software owned or sublicensed, s e a n igure b Contractor as a
component of the Project, wheth in m ch' a da ' ted f r , including, but
not limited to any applicatio o ules, s b s I t c o fi ration
Changes, Custom Mo iced n pdate d ta '
1.6. Custom MHi illon,
ter "Cu I'll di ti defined as a modification of
the C a to i t o r So rce de r data base structure, which
vi s ov f cti s r f tures to address specific requirements of thi
r
. . D f a f " is efined as any error, failure, deficiency a y t o
n p I a ' n r failure of the System or any compon re I
or o manties and requirements described in Agree h sect
o ctor Application Software, the term "Def m a n 'I e,
or ciency or any other unacceptable varian a y e 'r , e i d,
petted program behaviors as may be quir d r ce@�@
Contractor Application Software to rat cor i f I Mn 't
terms of this Agreement. Thi es ecte rogr a s as a ribed in
any Contractor Applicati S ftwar entation even o conflict between
this Agreement an c to io o 'd by C n ct r SD, the terms and
conditions his Ag ee n I p e il.
1.8. u n at' hetJr " o at n" efined as all written, electronic, or
r co fide, o s udin "As it D cumentation" that describe the uses, features,
fu c I bi 'ti s, p e standards, and reliability standards of the System,
or s t c mpo t, or Interface, and that are published or provided to
OC y C acto or its subcontractors, including, without limitation, all end user and
syste dmi is r manuals, help files, training aids and manuals, training and
suppo g as, program listings, data models, flow charts, logic diagrams, and other
materials related to or for use with the System.
1.9. Final System Acceptance. The term "Final System Acceptance" shall be defined as that
date on which all Services under Section 6.3 of the attached Scope of Work have been
successfully completed by Contractor and accepted by OCSD.
1.10. Fix Pack. The term "Fix Pack" is defined as a formal release of programming code
and documentation that provides corrections to any Contractor Application Software
programs including, but not limited to, bug fixes, error corrections and patches.
1.11. Functional, Performance and Reliability Specifications and Requirements. The term
"Functional, Performance and Reliability Specifications and Requirements" is defined as
all definitions, descriptions, requirements, criteria, warranties, and performance
standards relating to the System set forth in: (a)this Agreement; (b) any mutually
Professional Consultant Services Agreement 2 of 30 Specification No.CS-2012-525BD
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agreed upon Change Orders pursuant to Section 15.0, Changes in Work; and (c)any
functional and/or technical specifications which are published or provided by Contractor
or its licensors or suppliers from time to time with respect to the System or any
Products.
1.12. Interfaces. The term "Interfaces" is defined as one or more of the specialized
software applications developed or sublicensed by ContractoLarOstalled as a part of
the Project for the purpose of sharing information (data el e C ntractor and/or
Contractor Application Software and any other soft ogr r evice. Functional
requirements for each Interface to be included a he ste are provided in
Exhibit B, Interface Control Document.
1.13. Products. The tenn "Pro s" de li 'n ibit C, Pricing
Detail and Summary.
1.14. Proiect. term 0 ct" de ' d a h of li f ontractor's obligation under
this a up , 'ns ll, cc test, implement and maintain the
to v
1. 5. e i e "Se 'ce " ' defined as the implementation, develo
tr i g, u ti adin , testing, project management and oth i t e
r v d n c rider this Agreement, including, withou i do , t e t s
d t ile 'n A, Statement of Work.
.16. are. The term "Software" includes the 2ft r e
need by Contractor under this Agree ent: a a t lic�at�o ;
Third-Party Software; (c) Customfig_
i is ions t rf c s v
1.17. stem. The term " to " is n d s the co ti w ole o roducts and
Services to be pur e e 0 li ad, s p' d, in d, configured, tested
and imple ted b Cot r n r hi A reeme t.
1.18. i 'strat r ocu n o . Is fined as that portion of the
c e ti n d ress a ati and maintenance functions of the System.
1.19. hi d o re. term "Third-Party Software" is defined as any software to
be s li d er th s Agreement that is purchased or licensed directly from any source
enter I o nt or for use with or integration into the System.
1.20. Uoda as. The term "Updates" is defined as modifications, improvements, additions,
and corrections to the Products and/or related Documentation, including functional
and/or product enhancements, bug fixes, patches, new releases, new versions, and
replacement modules or products that Contractor makes generally available to its
customers with or without an additional fee.
1.21. Warranty Period. The term "Warranty Period" is defined as the 365-day period
following the date of Final System Acceptance by OCSD.
1.22. Work Product. The term "Work Product" is defined as the Products and Services
and all other programs, algorithms, reports, information, designs, plans and other items
developed by Contractor under this Agreement, including all partial, intermediate or
preliminary versions thereof.
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2. TERM OF THE AGREEMENT
This Agreement shall be effective from the date first above written and shall continue through
the 365-day Warranty Period, unless sooner terminated.
3. EXHIBITS
The following Exhibits are incorporated into this Agreement [order of precedence to be set by
OCSD]:
1 Exhibit A— Statement of Work
2 Exhibit B— Interface Control Document
3 Exhibit C—Pricing Detail and Summary
4 Exhibit D—Project Schedule
5 Exhibit E - Payment Schedule
6 Exhibit F - Escrow Agreeme
7 Exhibit G —Contractor opo I ed (e e d e4date (provided
sly to OCSD under
separate cover)
8 Exhibit
h bit H - Is tr nd s R to t foerr ro aid e e previously to
9 an ice [section may replace RFP at the sole discretion of OCSD]
V um ti to
i SO qo ent Configuration and Network Diagra
e i r ft 0 D Business Rules
A OCSD Business Processes
p — Draft OCSD Workflow
p dix 6— Draft OCSD Functional Require nt
ppendix 7— Pretreatment Applications i
h. Appendix 8—OCSD Personnel C nt b n O
4. ORDER OF PRECEDENCE
In the event of any inconsistent een t r us docu t a co this Agreement,
the order of precedence sh e f II w t e gree a (ii t bits to the Agreement
in the order in whic ey ap ea i ct n h its.
5. SCO
General q e f t e so p f t 's ro' ct are listed below. A detailed list of tasks and
responsibi'ti r u in E i it tatement of Work.
5.1. Sco f r
Subject to the e s f t ' greement, Contractor shall perform the Services identified in
Exhibit"A"and . Contractor warrants that all of its Services shall be
performed in a competent, professional and satisfactory manner.
5.2. Modifications to Equipment and Facilities. OCSD shall be responsible for making
OCSD-approved modifications identified in an OCSD approved, Site Analysis Report.
Thereafter, Contractor will be precluded from asserting that it is unable to perform its
obligations under this Agreement because of any pre-existing condition. During
implementation, any changes to the System or any costs that may be incurred in order
to complete the requirements of this Agreement but were not identified in the Site
Analysis Report will be the sole and exclusive responsibility of Contractor.
In addition, if the System is unable to meet the Functional, Performance and Reliability
Specifications and Requirements in this Agreement after the identified upgrades and
changes have been made, then Contractor will be responsible, at its own expense, for
making any further upgrades or changes necessary to achieve this result.
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5.3. Acquisition of Products. Exhibit C contains the list of Products to be purchased under
the terms of this Agreement for the proper installation, operation and maintenance of
the System. Products to be purchased shall be ordered at a time mutually agreeable to
both parties. Products will be ordered only for the major subsystem currently scheduled
for installation unless this requirement is modified through a mutually agreeable change
order. If any Products (1)are missing from the acquisition list and required for the
System to meet the Functional, Performance and Reliability S e i ations and
Requirements; or(2)are incompatible or otherwise uns 'le fo by OCSD for
OCSD's intended applications, then the Products old e o r laced, as
applicable, by Contractor at no additional char o D
5.4. Shipment. Items shipped via co erci I t re a finali t the fixed price
stated herein. OCSD is res sib for 'lit p io opriate and
adequate power,janit ' I s ! , air c n iti i ce I ele rival drops, cabling,
OCSD furnishe curt not r i i ricing Detail and
Summary, a ac m ate q In n fore, during, and after
instal n
.5. se O 'o S s all e est efforts to ensure that persons oper g
t e�S t II !fled, u tsed, and trained in the use of personal ters
a d�3o a li . Con actor will ensure that all training on the s e t
ne ucted professionally and effectively so t ac r
tried for is proficient in its use.
Contractor will work with OCSD to a 2d t ! t t
m OCSD's current systems to the ne Sysl n i ' c(is�u o
operations, even if it necessitates tng ate v I i o e
hours. Any required disruplio CS ' ope lions a b edule i advance
and approved by OCSD
6. LICENSE
6.1. Grant of tens .
6 . . o trtic(o ere y rant S a petual, irrevocable, nonexclusive, and
n n fe to lic n pl' able copyrights and/or trade secrets (either
t Io k or e u e s specified in Exhibit C, Pricing Detail and Summary)
t u e tr ctor lication Software provided under this Agreement for use by
SD all have the right to use all Contractor Application Software or any
p rt n t er on any equipment, either locked on a single computer node (as
de ' ad by a specific LAN address), as a site license, or concurrently on a
number of computer nodes so long as the number of concurrent uses does not
exceed the number licensed for the LAN, or on one or more backup computer
nodes. OCSD shall permit Contractor reasonable, pre-scheduled access (Monday
through Friday, 8:00 to 5:00 PM PST)to OCSD facilities for license administration
audit purposes.
6.1.2. OCSD shall have the right to use all Contractor Application Software as may be
necessary in order to operate the System purchased under this Agreement. In
addition, OCSD shall have the right to use the Contractor Application Software as
necessary to (a) operate the System (b) conduct internal training and testing, and
(c) perform disaster recovery, backup, archive and restoration testing and
implementation as may be required in OCSD's judgment. This license shall apply
to all commercially available Updates throughout the term of this Agreement.
OCSD shall have the right to use all Contractor Application Software licensed under
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this Agreement on any equipment at any facility and at any location and may make
as many copies of the software as it desires to support its authorized use of the
software, provided the copies include Contractors or the third-party owner's
copyright or other proprietary notices.
6.1.3. All license rights of Third Party Software shall originate from the manufacturer.
All Third Party Software licenses shall be provided to OCSD a d become effective
at the time the product is used by OCSD in alive a vir t.
6.1.4. The approval of Contractor to use Cont r i tion of are and Third
Parry Software and OCSD's use of s I of 1 t a we a of OCSD's right
to reject the System, in whol or in arkif re it a is for i I System
Acceptance are not me
6.2. Limitations on Li xce nse t tr r retains all of its current
rights, title intere in he ontr for A ti in are, including Derivative
Work , u to i 'o s, C n 'gur tion a as and Updates. Unless authorized
o tra t o qdire y aw D ill not: (1) make available or distribute all or
a f t ny h d p assignment, sublicense or any other m ; o
( ) i s I o pile, or rse engineer the Software, or allow an r arty
to d
S uri Software Packages are required to opa in co i i
a w re device or in conjunction with license i ' t io"o
Iic n authorization key provided by Contract 't r s attve. k
steps to avoid or defeat the purpose any a it 1 k v e a
Use of any Software Package with a r uir d vi e r thV i all
be unlicensed under this Agr
6.4. Restricted Access. fi u ve eason b th restrict access to the
Contractor licati e, or V u e tation let thereto, to persons not
authorize to u the on is do oftware under the terms of this
ee a t. sh I t c t C ntr r Application Software or Documentation
e ce a e to u un a his greement. OCSD shall not decrypt, reverse
cc '1 o i s ble t e C ctor Application Software. OCSD shall not export or
re- t ra or A ication Software or Documentation. Furthermore, OCSD
shall d 11 ap Iicable Federal and State Trademark and Copyright laws.
7. COMPENS T AND TERMS OF PAYMENT
7.1. Compensation. The total price to be paid to Contractor in consideration for the System
shall not exceed (enter contract amount in text) ($enter amount in numerical form). This
price is inclusive of all Products and Services including all taxes, shipping, handling and
miscellaneous charges through the 365-day Warranty Period. This amount shall be the
maximum price to be paid to Contractor by OCSD through the 365-day Warranty
Period, unless modified by mutual agreement through the Change Order process
described in Section , Changes in Work. All prices listed in Exhibit_
Pricing Detail and Summary are valid until the end of the 365 day Warranty Period and
subject to change only through the change order process as described in Section 15,
Changes in Work.
7.2. Terms of Payment. Upon completion of each milestone identified in Exhibit_
Payment Schedule, Contractor will notify OCSD and request payment for the Products
and Services related to the milestone in accordance with the Schedule. Upon receipt of
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Contractors notification and request for payment, OCSD will review in a timely manner
the tasks, the Products and Services delivered and installed by Contractor that are
associated with the milestone. If it appears to OCSD from the then available
information that the tasks, Products, and Services comply with the terms and conditions
of this Agreement, OCSD will provide written authorization for Contractor to invoice
OCSD for the Products and Services related to the milestone. Should OCSD reject
Contractors request for payment, OCSD will provide in writin t asons for its
rejection within thirty(30) days of receipt of Contractors e e r payment.
Authorization to invoice shall not constitute a waiv SD r h to reject the
System, in whole or in part, if the requirement 'n I tern cc ptance are not
met.
7.3. Retainage. OCSD will with tw nty- v p c t /U 'n of a amount
("Retainage"). Within y-fi a days a er i Is cce nce, OCSD shall
pay Contractor t I fain unt. r r i all t ance periods defined
by Contra ' Maint e A ree nt (Exhibit H , S will withhold fifty (50%) of
each i a JiA It to - 've 5) d s er the end of the maintenance
'o O II ay n ra at I Retainage amount.
7. 't. t for t 's ement and for a period of three (3)yea
LW a ' e i 'o of th s Agreement, OCSD has the right to a ' , ith it r
I i e books and records (including but not I' to e i al
r rds o o ctor related to this Agreement or Contr 's pe o to
III r C ractor's compliance with the terms and di 'o o t 's r
sc p of the audit will be reasonably tailored t i c la e i n h '1,
I be conducted during Contractor's no al e r , n u
disrupt or interfere with Contractor' orm I bu in c e tin A fi its
shall be performed according erall ccep d a n 'n data .
8. PERSONNEL
8.1. Subcontra Co lra r no s b n ract an of i obligations under this
Agreeme twit ut th pn t c n e OCSD. Pursuant to Section 5.1,
r s I the P ' e t to an all remain fully responsible for the
p rf e of 11 blig ti u thi Agreement. Contractor shall also be fully
re b t O S for s n omissions of any subcontractor and any persons
dir t i it y mplo by the subcontractor to the same extent Contractor would
be r i I for th acts or omissions of its own agents or employees. Nothing in this
Agree nt ea any contractual obligations by OCSD to any subcontractor(s).
8.2. Access o Premises. OCSD shall provide Contractor with reasonable and timely access
to the sites and personnel necessary for Contractor to perform its obligations under this
Agreement. OCSD shall allow Contractor personnel reasonable access to OCSD site
and facilities (telephone,facsimile, parking, etc.) during normal business hours and at
other reasonable times as requested by Contractor and pre-approved by OCSD. The
assistance or presence of OCSD's personnel will not relieve Contractor of any
responsibilities under this Agreement.
8.3. Compliance with Work Rules. Contractor will ensure that, while they are on OCSD
premises, Contractor's personnel and subcontractors will comply with OCSD's working
rules and policies, including OCSD's security procedures.
8.4. Background Checks and Removal of Personnel. Prior to being allowed to perform any
work on this Project, all non-OCSD personnel assigned to the Project may be required
to submit to and pass a background check by the Fountain Valley, California Police
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Department. In addition, OCSD shall have the sole and exclusive right to require
Contractor to immediately remove any individual from the Project for any reason
deemed to be in the best interests of OCSD. Contractor shall replace any employee
removed from the project within ten (10) business days of said removal.
9. INDEPENDENT CONTRACTOR
9.1. Contractor is and shall remain an independent contractor in the a ormance of this
Agreement. Neither Contractor nor its employees ore nt I r resent themselves
to be, nor shall they be employees of OCSD. Contr ssu e f II responsibility for
their actions while on-site at OCSD and/or wor n D pr 'e
9.2. Contractor is solely responsible f payi g e p i n f any sonnet supplied
by Contractor to perform Cc ct 'so i ti n n t t. OCSD is not
responsible for provid' wo er ' omp ti 'ity refit unemployment
insurance or an nefi se i di id a , o f 't olding incomes taxes or
social sec r the i ivid als.
9.3. eo tr o I i Lim f fe nd old OCSD harmless for any tax, retirement
on ib ti c s rit h i , vertime payment, unemployment pay , or
o s' 'o pay an at OCSD may be required to make on b
C o a I as r subcontractor of Contractor for work a un t
e e election, the indemnification amount de o a y
b nc OCSD to Contractor.
10. RR IES Q
10. . System Warranty. Contractor we ants h in t 'll t
Performance and Reliability Specif ion and ' e t a e a ' t
Agreement. The System and h of sub stem o o is an I erfaces will
be capable of operating y nd c e in conjun n in he S m Hardware.
Contractor warrant t o t ea ree e , t e in will perform as
described i is Se io . n a I n work ns p and will remain in good
working o der the ve t S at in do s of meet these warranties, Contractor
d t ch h sa s are, hardware, and/or services required
I at 'n @v s r at its Is' it in these warranties.
10.2. n cf r licat Software Warranties. Contractor warrants that it owns or
othe i e h s he ri ht to license the Contractor Application Software to OCSD and that
it pos as all s and interests necessary to enter into this Agreement. In addition,
Contra o arrants that:
10.2.1.All Contractor Application Software licensed under this Agreement is free of
known Defects, viruses, worms and Trojan horses, and any code designed to
disable the Software because of the passage of time, alleged failure to make
payments due, or otherwise (except for documented security measures such as
password expiration functions);
10.2.2. During the term of the Agreement; the Contractor Application Software will meet
or exceed the Functional, Performance and Reliability Specifications and
Requirements herein;
10.2.3.The Contractor Application Software will: (1)store all date-related information
and process all data Interfaces involving dates in a manner that unambiguously
identifies the century, for all date values before, during and after the Year 2000; (2)
calculate, sort, report and otherwise operate correctly and in a consistent manner
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for all date information processed, whether before, during or after the Year 2000;
(3)calculate, sort, report and otherwise operate correctly, in a consistent manner
and without interruption regardless of whether the date on which the Software is
operated or executed is before, during or after the Year 2000; (4) report and
display all dates with a four-digit date so that the century is unambiguously
identified; and (5) handle all leap years correctly;
10.2.4.Contractor Application Software is and will be ge r r s versions that have
been fully tested at Contractor's site in accord 'th b s ustry practices, and
are not beta or pre-release versions (unle t in w 'ng by OCSD); and,
10.2.5.Custom Modifications and nlerfa e a be f t sted 1 cordance with
best industry practices ar free f n e t o a t rther agrees
that during the ter of t 's eeme t, o tr ill vide SD, if OCSD so
desires, wit p ate a ddit n I 'n I i y and all costs
assoc' with t i tall ion thos at s i mediately upon their
rci �a i ' o a the entit
0.3. a' a t . C tr r warrants that all work perfonned by
o tr r't s bco ra under this Agreement will conform to i ust
p w b a orm d in a professional and workmanlike m b t h
e erience and knowledge to do so.
e ato Warrant . Contractor warrants th , o I diA i
th stem will comply with all processing and re u' nl at
deral laws, and regulations. If the So are a it u d ti d o n i
State or Federal law, or regulation, ecti O , o tr c r I r A t
changes per a mutually agre hed at n addili a r too S
Notwithstanding this pr ' io inn n shall Cc provi a update later
than the date requi t St t o F at law r Is ffacting OCSD. In the
event OCS 's notifi d ein t e r Fed 11 or regulations that requires
updating e S war O it o 1 C t ctor of that change as soon as
r o b si le.
10.5. 0 nt ti n W rr n . Contractor warrants that,for the Term of this
Ag a t, c men in for all licensed Contractor Application Software will be
com le n ccur to in all material respects. The Documentation will be revised to
refle a p at nd Interfaces provided by Contractor under this Agreement. All
revisio ' be of equal quality to the initial Documentation provided to OCSD and will
be delivered to OCSD within thirty (30)days, or such other time period mutually agreed
upon, after the Updates or Interfaces have been delivered to OCSD. This includes
documentation on any Custom Modification or Configuration Changes made to the
System by Contractor during the installation process.
10.6. System Reliability Warranty. During the ninety (90)day Final System
Acceptance Test Period, Contractor warrants the System will be fully and properly
operational for(enter percentage required in text format) (enter percentage in numeric
format%) of the time or better with no reproducible Defects ("System Uptime
Standard"). At the end of this test period, if the System availability has not met or
exceeded this required level, the Final System Acceptance Test period will continue
until this level of reliability has been demonstrated for at least sixty (60) consecutive
calendar days. The System shall not be considered down if it is fully operational in a
backup mode or via replacement with spares, pending the receipt of replacement
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components and repair of the failed component. Downtime will begin when Contractor
has been notified of the Defect that creates a violation of this warranty.
The Mobile Workforce components of the System will not cause any material delays in
network performance or other delays or problems with other equipment on the OCSD
network.
Contractor will not be responsible for delays caused b a u lic carrier or a public
carrier's backbone used as the transport medium. Contr ct II onfigure the system
so that performance of higher priority applications r e ' e e uests (as identified
by OCSD) shall not be impacted by lower pno ' t e.
10.7. Service Warranty. During a ter th gr t, ontr t r warrants that it
will remedy any failure, malf io De c o n f i s m, as follows:
10.7.1. Priorit O efe s. pur s f h' r , a P1 Defect includes,
but is ited I s o dat ate ti n, ystem or subsystem abort, any
't n e r u ive s of e S a or any component thereof is
p hi ' a abl w rka and is available. Examples of P1 Defects
c t Ii It to
0. . . s do
.1. . A Ii ti , in ule or Interface is down or non-operaf a
1 n I i re or application critical to System op ' n 's I
i or problematic
. .1. . Loss of data or data corruption after d h s e t
. .1.5. A subsystem or component ther fu c
10.7.1.6. Productive use is prohibit O
10.7.1.7. a Server or workstaf goe do
10.7.1.8. two or more wo t ns obil devil c I u r mal n ion
intermittently
10.7.1.9. a us n o I go to h stem
10.7.2.Pri rit o D e . o p rp s of this Warranty a P2 Defect includes,
it n ad t mp i of he ary purpose of the System, subsystem
I rf ce o n e I m. roductive use by the end user is substantially
n ac e or around is not available. Examples of P2 Defects
in I e of Ii ' d to:
10. 1. a are function does not work correctly (enter an example, if possible)
10. 2. The user cannot produce a report with correct calculations
10.7. .3. System, subsystem or an Interface performance is deemed unacceptable
per the Functional, Performance, and Reliability Specifications and
Requirements.
10.7.2.4. Incorrect cross streets are displayed on a verified address or location
10.7.2.5. Cannot create a scheduled event
10.7.2.6. A single workstation or mobile device locks up or malfunctions
intermittently
10.7.3.Priority Three (P3) Defects. For purposes of this Warranty, a P3 Defect includes,
but is not limited to, incomplete operation of a System component which impacts
productivity of staff but an acceptable workaround is generally available. Examples
of P3 Defects include but are not limited to:
10.7.3.1. Single workstation or mobile device locks up intermittently but infrequently
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10.7.3.2. Minor deficiencies occur intermittently in any component of the System
10.7.3.3. A mapping function doesn't work but the failure does not interfere with the
user's ability to perform required tasks
10.7.3.4. A report does not function or report provides incorrect results
10.7.3.5. An incorrect message is presented in a dialog box
10.7.4.Priority Four(P4) Defects. For purposes of this Warranty, a 4 Defect consists
of those problems deemed by OCSD to be mainly c s t . E amples of P4
Defects include, but are not limited to:
10.7.4.1. A misspelled word in the a f a o in a h I file
10.7.4.2. A minor error in ou ut th t d as t in r ith th c rect outputting
of statistics from t yst m
10.7.4.3. Minor pm in m in a r t a o no i ped SD's ability to
utiliz Rollfor fired
10.7.4. inor v ces to her th a 'I does not match the
c o
10. .4. r ar c i wh re the documentation doesn't match the
ity t t e ys m s properly
0. tton oe work but the user can still print withou g or
\\v I in ip win ows or loosing data or rebooting the s
5. 1 ' 'lures. Any situation involving multiple, empo a it s
e a ss of their individual priorities, will be re d a o it e t ,
CSD's determination, the situation res S i e y o
productive use of the System or a for s b s O
10.7.6.Permanent Cure. If O cept wo roun r i e t mpor cure as the
remedy for any rep d efec n actor sha r e an i at no cost to
OCSD a perm t r c o o c a ithin n 0 d er the permanent
cure b mes ai e.
1 . h d War ra hir arty products are provided with a pass-
u an om 'gi a a facturer.
11. COMPL - E E FOR OPERATIONAL USE
11.1. i e s f the Essence. The parties acknowledge and agree that time is of the
essen e in m ng the Project and performing the obligations set forth in this
Agree a The term of this Agreement may not be extended except as provided in
Section 15.0, Changes in Work.
11.2. Effect on Project Schedule. The time periods and requirements set forth in
System Acceptance, Section 13.0, will not excuse Contractor from complying with the
completion dates set forth in the Project Schedule. Unless otherwise specified, the
completion dates set forth in the Project Schedule constitute the dales by which
Contractor must complete the testing required by this Agreement and achieve Final
System Acceptance of the System installed.
11.3. Deadline for Final System Acceptance. The System must be fully operational
and in full productive use and Final System Acceptance must occur no later than (enter
date negotiated with the Contractor).
12. CHANGES IN WORK
Professional Consultant Services Agreement 11 of 30 Specification No.CS-2012-525BD
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If, in the course of performing this Agreement, Contractor or OCSD proposes changes to the
Project, and informal consultation with the other party indicates that a change in the terms and
conditions of this Agreement may be warranted, Contractor or OCSD may request a change in
this Agreement. The changes must be processed in the following manner: Contractor will
forward a letter outlining the proposed changes, including any changes in the fees, the
Statement of Work, the Project Schedule, or related documents, to OCSD. The parties will
meet to discuss and negotiate the requested change order documents. p n completion of
those negotiations, the negotiated change order documents will e b to OCSD for
approval. Upon approval by OCSD, an "Order to Proceed" t e a r e changes will be
submitted to Contractor. Any change order will not re i ti a or va !date any other
portions of this Agreement.
13. NOTICES
All notices under this Agreem mu t b ' writ! 'tt 'ce all to ant by registered or
certified mail, postage at t r s r b a other overnight delivery
service which deli o the ti ed sti ion a d ro id proof of delivery to the sender.
Any facsimile 'c m t e o w d wi i thr a (3 a by written notice. All notices shall be
effectiv en firs e t t f low' dd sses:
O Cl ' M. Marcin
enior Contracts Administrator
Orange County Sanitation District
10944 Ellis Avenue
Fountain Valley, CA 9 8- 0 O
Contractor: Com O
14. DISPUTE RES UTIO
14.1. If disp a ari s o r el t t t is Agreement, the following procedure will
s t r I an q stio o ct or i rpretation. First, the parties will each
r du t d p to nd es five osition to writing. Each party will then forward
a th r long h oposed resolution.Within ten (10) business days,
eac 'II Iy o the er's proposal, commenting on the proposed resolution
and ff ri g dition I suggestions for resolution, if appropriate and applicable. If this
proce s oe no suit in a mutually agreeable resolution, the writings and replies will
be to r to OCSD Director of Information Technology for resolution. OCSD
Director of Information Technology will consider the facts and resolutions proposed by
each party and may then direct a solution to the problem. In such cases, the action of
OCSD Director of Information Technology will be OCSD's final position on the matter.
In the event a solution is not reached under this procedure, the parties agree to the
following:
14.1.1. In the event of a dispute as to the construction or interpretation of this
Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in
good faith, to resolve the dispute by mediation. The Parties shall mutually select a
mediator to facilitate the resolution of the dispute. If the Parties are unable to agree
on a mediator, the mediation shall be conducted in accordance with the
Commercial Mediation Rules of the American Arbitration Agreement, through the
alternate dispute resolution procedures of Judicial Arbitration through Mediation
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Services of Orange County ("JAMS"), or any similar organization or entity
conducting an alternate dispute resolution process.
14.1.2. In the event the Parties are unable to timely resolve the dispute through
mediation, the issues in dispute shall be submitted to arbitration pursuant to
California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such
purpose, an agreed arbitrator shall be selected, or in the ab ce of agreement,
each party shall select an arbitrator, and those two rbi a r a1I select a third.
Discovery may be conducted in connection wit bit ti roceeding pursuant
to California Code of Civil Procedure Sect 1 8 . 5. The rbi rator, or three
arbitrators acting as aboard, shall t e e e nd m such investigation
as deemed appropriate and all r nd a itta i non t e atter in
question. The arbitrato all ecid c ery p c rdance with
the laws of the St of al' ia. ar 'tr e n a award shall be
subject to r r rro t or I 'n h u e 'o rt for the County of
Oran h arirl app al fr an 'u m n i ued therein.
15. FO M
' er art s fo el s ca d accident, flood, acts of God, fire, labor le,
ar is o v o n othe ca beyond its control, but said party shall
ab o t i t e e ant of the delay. Work affected by a Fo aj e
C dilio a e e y mutual consent or may be eliminated e r
16. 1 C N
Cont ctor ees to save, indemnify, defend and hold I s O a a a I
liability, aims,judgments, cost and demands, ludi a is fr i
of persons and damage to property, arisen ' ectl or i d o t �g ful
misconduct of Contractor, its employ gen , in re lion t N n of ices
pursuant to this Agreement, exC c aims it ions arise h g th negligence or
willful misconduct of OCSD r or a e s imbu e D y expenditure,
including reasonab ttorne 's s, D y r by re so f such matters, and, if
requested by OC D, w defe d a su s t e cost and expense of Contractor.
17. INFR G M CL S
If an infrin e e t I o c rs, r has thirty (30) days after the receipt of OCSD's
written noti f la r he d on which Contractor first becomes aware of the claim,
whichever is o r, t eithe : (a) procure for OCSD the right to continue using the affected
Product, Sery e, su sy , component or Interface and deliver or provide the Product,
Service, subsy e , component, or Interface to OCSD; or(b) repair or replace the infringing
Product, Service, subsystem, component, or Interface so that it becomes non-infringing,
provided the performance of the System or any subsystems, components, or Interfaces is not
adversely affected by the replacement or modification. In the event Contractor is unable to
comply with either subsection (a) or(b) of this paragraph within thirty (30)days, OCSD may
terminate this Agreement without any further obligation to Contractor. In the event of
termination, in addition to any other legal remedies available to OCSD, Contractor will refund
OCSD within ten (10)days of OCSD's notice of termination, the license fees OCSD paid to
Contractor for the Product, Service, subsystem, component or Interface. If the inability to
comply with either subsection (a) or(b) of this paragraph causes the System to fail to meet the
Functional, Performance and Reliability Specifications and Requirements or to otherwise
become ineffective, Contractor will refund OCSD all fees paid to Contractor under this
Agreement.
18. TERMINATION
Professional Consultant Services Agreement 13 of 30 Specification No.CS-2012-525BD
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18.1 OCSD reserves the right to terminate this Agreement for its convenience, with or
without cause, in whole or in part, at any time, by written notice from OCSD,
(delivered by certified mail, return receipt requested) of intent to terminate. Upon
receipt of a termination notice, Contractor shall immediately discontinue all work
under this Agreement (unless the notice directs otherwise). OCSD shall thereafter,
within thirty(30) days, pay Contractor for work performed (cost and fee)to the date
of termination. Contractor expressly waives any claim to rec ' anticipated profits
to be earned during the uncompleted portion of this gr I. Such notice of
termination shall terminate this Agreement and s O fr m any further fee,
cost or claim hereunder by Contractor oth a f r p o ad to the date of
termination.
18.2 OCSD reserves the ' to rmi a t 's m i e i e upon OCSD'S
determination tha ntr t ' not in s c i li req ' ments, if the level
of service is u te, o a her ul o t i A r ant.
18.3 Igo dia I c at fo ult of this Agreement in whole or in
a n tic t o ctor:
i b In inso r files a petition under the Bankruptcy , or
�f t o e its u ss; or
i a r e has any of the terms of this Agreement; or
VVVif of compensation exceeds the amo or t 's
r
18. All OCSD property in the possession or n o C n door s r y
ontractor to OCSD upon demand, or the r ' t o t ' A 'c r
occurs first. In addition, Contract ill live t II od t ently in
existence and for which paym ������,,,, b e made.
18.5 Upon lermin i r pia o h Agra m t, C ctor will cooperate with
OCSD to ' t with e a f rvices, ions, and operations provided
by Contra for u er t is A e t o n h r provider or to OCSD as determined by
D s s a iscr ti r t e t ination or expiration of this Agreement,
O S r qu a on a t p o those transition services described below that
O e s e e ary o to Contractor's work to another provider or to OCSD.
Tra it s i y in e, but are not limited to the following:
1 .5.1 Pr - igration Services.
18.5.1.1 Working with OCSD to jointly develop a mutually agreed
upon Transition Services Plan to facilitate the termination of the
services;
18.5.1.2 Notifying all affected vendors and subcontractors of
Contractor; and
18.5.1.3 Freezing all non-critical changes to the System.
18.5.2 Migration and Post-Migration.
18.5.2.1 Performing the Transition Services Plan activities.
18.5.2.2 Answering questions regarding the services performed by
Contractor or the System on an as-needed basis;
18.5.2.3 Providing such other reasonable services needed to
effectuate an orderly transition to a new System.
Professional Consultant Services Agreement 14 of 30 Specification No.CS-2012-525BD
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18.6 OCSD agrees to pay Contractor for transition services at an hourly rate of
$150 per hour, plus reasonable out-of-pocket expenses not to exceed ten percent
(10%) of the aggregate hourly compensation paid.
19. REMEDIES
19.1 In addition to other remedies available in law or equity, if the Contractor
fails to make delivery of the goods or Services or repudiat s its obligations under
this Agreement, or if OCSD rejects the goods or Se is s e okes acceptance of
the goods or Services, OCSD may (1) cancel as ) recover whatever
amount of the purchase price OCSD has (3) " ve " by purchasing, or
contracting to purchase, substitute g o S 'c f thos d e from Contractor.
In the event OCSD elects to "cove a d rib e 1 ), OCS all be entitled to
recover from Contract s am i r n e he cost of the
substitute goods ery a nd lh c nt r t ther it any incidental or
oonsequenti s.
19.2 6r R e !as: U on rmi do of this Agreement, OCSD may seek
all e I q to I r me o hich it is entitled. The remedies contained
is r ar u u iv n addition to any other available remedie .
0. N 11 N T10
VVVVVV D Confidential Information. Contracto raga I an
a onfidential information. Contractor will a®n i f a ion
out the written consent of OCSD.
20.2 Contractor Confiden i nfo mat '11 z C t s files
and data, Contractor's ion ftwa an o e t tion, n any other
information or data vi ad tot ctor the c rly id nt "confidential" or
"proprietary' a o tr o s fi a ial in r ti n. SD will not disclose
Contra Is con de I ' fo In i pt to S s consultants and contractors,
aside tifie 'n thi A e n o ar king on or with the System who agree to
a e y rms f is p i ' , ith the prior written consent of Contractor
20. Th ove i ti ns do not apply to any information which:
3. 1 Ir dy i he public domain at the time of disclosure or becomes
vaila Is to the public without a breach of this Agreement;
.3. , as between OCSD and Contractor, lawfully in the possession of the
recipient without any obligation of confidentiality, prior to its receipt under
this Agreement;
20.3.3 Is received independently from a third party free who is free to disclose
the information;
20.3.4 Is the subject of a judicial subpoena or similar process for disclosure in
connection with any action or proceeding, provided that notice of the
demand is provided to allow the interested party an opportunity to seek a
protective order or other appropriate remedy prior to disclosure; or
20.3.5 Is independently developed.
20.4 Public Records Act Requests. In the event OCSD receives a request
under the California Public Records Act for Contractor's confidential information,
OCSD will promptly notify Contractor. Within five (5) days after receiving the notice,
Contractor will inform OCSD whether Contractor objects to disclosure of the
requested information. If Contractor does not object to disclosure or if Contractor
Professional Consultant Services Agreement 15 of 30 Specification No.CS-2012-525BD
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fails to respond to OCSD within five (5) days, OCSD will be relieved of its obligation
with respect to the requested information and may release the requested information
free of obligation or liability to Contractor.
If Contractor does object to disclosure, then OCSD will decline to produce
the requested information and Contractor shall indemnify, defend, and hold OCSD
and its officers and employees harmless from and a ai all resulting claims,
damages, costs of litigation and attorney fees.
21. INSURANCE
Contractor and all subcontractors shall purch 'n throu h ut the life of this
Agreement and any periods of werran or to si in r c in a o nts equal to the
requirements set forth in the signs ck owle g n u c 'r ants (attached
hereto and incorporated here' s hi '). ac she o commence work
under this Agreement u e uire nce tin i o cceptable to OCSD, nor
shall Contractor al y su n act to me e e is ursuant to a subcontract until all
insurance re o u ract r as been b ined. Failure to maintain required
insuran v ra I e It in e in io of is Agreement
2.
h aiv a of it rights or remedies in enforcing any ac r r a
u dart e ular instance shall not be considered a ive f i ts,
re s, a ' f each in subsequent instances.
23. VE LITY O
If any p ision of this Agreement is void, voidab , un n c I , i a t
if it were rewritten to eliminate the terms th ere oun i b e, dq0r illegal
and such rewrite would not affect the ' f th artie then o i 'o she b rewritten to
be enforceable and legal. If it c o be re t n ithout c i the b r ' that the parties
have agreed to, then it shal s i n rr e same t.
24. ASSIGNME \\\g\ram\I
Neither al a r tr r th a en r any rights or obligations there under
without t e r nt n con f t her arty. Any assignment attempted without the
written ce t f e th r arty voi . For purposes of this Agreement, the term
"assignmen " i c tr nsfe rights or obligations under this Agreement to a successor
by merger o of ion o to any person or entity that acquires all or substantially all of
Contractor's pal oc assets, and includes Contractor's assignment of this Agreement to
any person or ti o which Contractor transfers any of its rights in the Software.
25. CHANGES IN CONTROL OF VENDOR
25.1 In the event of a change in Control of Contractor, OCSD shall have the option of
terminating this Agreement by written notice to Contractor. Contractor shall notify
OCSD within ten (10) days of the occurrence of a change in Control. As used in this
Section, "Control" is defined as the possession, direct or indirect, of either:
25.1.1 the ownership or ability to direct the voting of fifty-one percent(51%)or
more of the equity interests, value, or voting power in Contractor; or
25.1.2 the power to direct or cause the direction of the management and policies
of Contractor, whether through ownership of voting securities, by contract,
or otherwise.
26. APPLICABLE LAW
Professional Consultant Services Agreement 16 of 30 Specification No.CS-2012-525BD
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This Agreement shall be governed by and interpreted under the laws of the State of California
and the Parties submit to jurisdiction in Orange County, in the event any action is brought in
connection with this Agreement or the performance thereof.
27.WHOLE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties and
supersedes all other agreements, oral or written, between the parties.
28. MISCELLANEOUS
28.1. No Rights in Third Parties. This Agree t i for t b nefit of OCSD and
Contractor and not for the benefit of any i rti .
28.2. Calendar Days. Uni oth rwis sat d, I f re e i A reement to
days refer to calendar ys.
28.3. He Th ing use 'n thi A as are solely for the convenience
Of th i s. v r�r o inte d d t affe a eaning or interpretation of this
ee e
2 4. o a n nt or modification to this Agreement is I less
is t 't signed by both parties.
v Writin . All approvals or consents re ' d or c e y his
g e e ust be in writing to be effective. O
28. . Successors and Assigns. This A earn n ' i di g drirt�r t h
of the parties and their respective ces rs i s v
28.7. Advertising. ContFact r shal o r er to the t e of t i reement in any
press release, adv i in tea d t 'buted s e customers without the
prior writte onsen of
28.8 u in 'can ont or and any if its subcontractors must
o ta' a in at a F u in ey, alifornia, business license for the duration of
thi a t. ddib n actor is responsible for obtaining any local, state, and
fed r p r its r a rov equired for it to full its obligations under this Agreement.
28.9. C nst of A reement. This Agreement is the product of joint discussions
and ne of ions at arms' length between the parties, both of whom are sophisticated
and knowledgeable in business matters and both of whom have relied on the advice of
independent legal counsel. Any rule of law which would require interpretation of this
Agreement against the party that drafted it shall have no application to this Agreement.
28.10. Survival of Provisions. All provisions of this Agreement that by their nature would
reasonably be expected to continue after the termination of this Agreement will survive
the termination of this Agreement, including, without limitation, the following Sections
and Paragraphs:
• License
• Audit
• Independent Contractor
• Warranties
Professional Consultant Services Agreement 17 of 30 Specification No.CS-2012-525BD
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• Indemnification
• Obligations Upon Expiration or Termination
• Transition of Services
• Confidential Information
• Limits on Liability
0
0
D
0
0
0
0
D
Professional Consultant Services Agreement 18 of 30 Specification No.CS-2012-525BD
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IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year
indicated below.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Chair Board of c rs
Dated: By:
Cie c f e
Dated: B
CgRtract uy hasing Manager
A
ted: O By:
Print Nam it
S pl e D
;;;
ion Distri O
ais r or
Professional Consultant Services Agreement 19 of 30 Specification No.CS-2012-525BD
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EXHIBITA
STA-TEMEN OF K
EXHIBIT B
Interface Control Document
0
O
D
O
O
0
0
D
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EXHIBIT C
Pricing Detail
0
0
D
0
0
0
0
D
EXHIBIT D
Project e
gas; '; , �
EXHIBIT F
Source Code Es r
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EXHIBIT G
Contractor's Maint A a n
0
0
D
0
0
0
0
D
EXHIBIT H
Contractor Proposal Dated Aug 1 20
(Separate Document Attach r nce
0
O
D
O
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EXHIBIT I
OCSD's Reque o
(Separate Docu ant tta h y f n e)
D
0
0
0
0
D
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOO Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
OOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
Glossary of Terms and Abbreviations
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Certificate of Participation (COP) — A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (DIT) — the dilution at which the majority of the people detect the odor
becomes the D(f for that air sample.
Glossary of Terms and Abbreviations
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect').
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NOMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.