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HomeMy WebLinkAbout09-14-2011 Administration Committee Agenda 09/14/11 Administration Committee Agenda Page 1 of 2 Orange County Sanitation District Regular Meeting of the Administration Committee Wednesday, September 14, 2011 5:30 P.M. Administration Building Board Room 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 Report - PIMCO CONSENT CALENDAR: 1. Approve Minutes of the July 13, 2011, Administration Committee meeting. 2. Recommend to the Board of Directors to: Approve Amendment No. 2 to the Real Property Lease Agreement, Specification No. L-018, with Village Nurseries Wholesale, LLC, providing for a lease extension effective December 1, 2011 through November 30, 2016, with option to renew for two additional 5-year periods, at an annual rate of $7,150 plus the seasonally-adjusted change in the Consumer Price Index for all Urban Consumers. ACTION ITEMS: 3. Recommend to the Board of Directors to: Authorize the General Manager to issue Revenue Refunding Certificate Anticipation Notes, Series 2011B, as one-year fixed-rate obligations, in an amount not to exceed $155.0 million to replace the $154.665 million Revenue Refunding Certificate Anticipation Notes, Series 2010B maturing on November 23, 2011. 09/14/11 Administration Committee Agenda Page 2 of 2 4. Recommend to the Board of Directors to: Adopt Resolution No. OCSD 11-XX, Establishing Policies and Procedures for the Award of Purchase Orders and Contracts; Award of Public Works Construction Contracts; Professional Services and Design Contracts; and Delegation of Authority to Implement said Policies and Procedures; and Repealing Resolution No. OCSD 07-04. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Administration Committee meeting is scheduled for Wednesday, October 12, 2011, at 5:30 p.m. 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. Maria E. Ayala, Clerk of the Board (714) 593-7130 mayala@ocsd.com Page 1 ADMINISTRATION COMMITTEE Meeting Date 09/14/11 To Bd. of Dir. 09/28/11 AGENDA REPORT Item Number 2 Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 2 to the Real Property Lease Agreement, specification No. L-018, with Village Nurseries Wholesale, LLC, providing for a lease extension effective December 1, 2011 through November 30, 2016, with option to renew for two additional 5-year periods, at an annual rate of $7,150 plus the seasonally-adjusted change in the Consumer Price Index for all Urban Consumers. SUMMARY The Orange County Sanitation District (Sanitation District) entered into a 10-year lease agreement with Village Nurseries effective December 1, 1996 in connection with real property located across Garfield Street from Plant No. 1 that was effective through and including November 30, 2006. The terms of the lease provides for lease extensions in four, five-year, mutually negotiable increments, or up to 20 additional years. Amendment No. 1, approved in 2006, extended the lease for an additional 5 years through and including November 30, 2011. This proposed Amendment No. 2 would be for the second five-year lease extension with Village Nurseries that would run through and include November 30, 2016. This property is being held by the Sanitation District for potential expansion of Plant No. 1 should new governmental treatment regulations be adopted that would require the Sanitation District to build additional facilities. Commencing Year 16 through Year 20, the base rent is subject to upward adjustment on December 1, 2011, and every year thereafter, (Adjustment Date) based on the seasonally adjusted change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Los Angeles-Riverside-Orange County area for the month of October preceding the Adjustment Date. PRIOR COMMITTEE/BOARD ACTIONS November 15, 2006 – Approved Amendment No. 1 to the commercial lease agreement with Village Nurseries extending the lease period for an additional 5 years. December 18, 1996 – Approved a 10-year lease agreement with Village Nurseries in connection with real property, including buildings and other improvements located thereon. Page 2 ADDITIONAL INFORMATION A Provision is contained within the original lease that would allow the Sanitation District to terminate the lease upon six months written notice should an event occur that would require the use of the premises. At the request of Village Nurseries, a provision that would allow them to terminate the lease upon six months written notice has been included within the proposed Amendment No. 2. This request was made by Village Nurseries due to the possibility that Southern California Edison may, at some point, terminate their lease on an adjacent property. CEQA N/A BUDGET / DELEGATION OF AUTHORITY COMPLIANCE N/A Date of Approval Contract Amount Contingency N/A N/A N/A JDR:LT:MW:AB/jmf 1 776620.1 AMENDMENT NO. 2 TO REAL PROPERTY LEASE BY AND BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND VILLAGE NURSERIES WHOLESALE, LLC. SPECIFICATION NO. L-018 This Amendment No. 2 to the Real Property Lease dated December 18, 1996, as amended pursuant to the Amendment to Real Property Lease dated November 15, 2006, shall become effective this 1st day of December, 2011, by and between the Orange County Sanitation District (Landlord), and Village Nurseries Wholesale, LLC (Tenant). OCSD and Tenant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as “Parties.” RECITALS WHEREAS, County Sanitation District No. 2, 3, 4, 6, 7, 11, 13, and 14 of Orange County, predecessor to Landlord, and Village Nurseries, LP, predecessor to Tenant, entered into a Real Property Lease Agreement effective December 1, 1996 (the Lease Agreement), for the lease of certain real property described in Section 15 of the Lease Agreement as "a strip of land, approximately four acres of land located west of the west bank of the Santa Ana River south of Garfield Avenue to south Yorktown Avenue in the City of Huntington Beach", hereinafter referred to as "Leasehold"; and WHEREAS, the Lease Agreement was effective through and including November 30, 2006; and WHEREAS, the Parties entered into an amendment of the Lease Agreement entitled "Amendment to Real Property Lease" effective December 1, 2006, which extended the Lease Agreement for an additional five (5) year period, through and including November 30, 2011, and amended other provisions of the Lease Agreement (Amendment No. 1); and WHEREAS, Landlord and Tenant desire to extend the Lease Agreement beyond November 30, 2011 for an additional five (5) years; and WHEREAS, Landlord and Tenant desire to amend Paragraph 2 entitled "LEASE PAYMENTS" to reflect a new payment schedule, and WHEREAS, except as modified and/or amended expressly herein, Landlord and Tenant intend that all terms and conditions of the Lease Agreement, as modified by Amendment No. 1, shall remain in full force and effect. NOW, THEREFORE, in consideration of the mutual covenants specified herein, the Parties agree as follows: 2 776620.1 1. The Lease Agreement entered into by and between the Parties shall be extended for an additional five (5) years and shall run through and including November 30, 2016. Section 1 of the Lease Agreement, as modified by Amendment No. 1, shall be deleted in its entirety and restated as follows: "1. TERM: That the term of said lease shall be for a period of twenty years beginning December 1, 1996, and ending November 30, 2011, and that the terms of this lease may be terminated upon 30-days written notice by Landlord in the event of a determination by Landlord of a need for the use of said Leasehold property. Additionally, the lease may be extended by written agreement of the Parties in four or five year increments." 2. Section 2 of the Lease Agreement, as modified by Amendment No. 1, shall be deleted in its entirety and restated as follows: “Commencing Year 16 through Year 20, the base rent of $7,150.00 is subject to upward adjustment on December 1, 2011, and every year thereafter, (Adjustment Date) based on the seasonally adjusted change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Los Angeles-Riverside-Orange County area for the month of October preceding the Adjustment Date. Said sum shall be payable on the date the term commences, to wit, December 1, 2011, and on December 1st of each succeeding year during the term of this lease." 4. This Amendment No. 2 is supplemental to the Lease Agreement, as modified by Amendment No. 1, and is by reference made part of said Lease Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 2 and any provisions of the Lease Agreement, the provisions of this Amendment No. 2 shall in all respects govern and control. 5. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said Party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provisions of any other agreement to which said party is bound. 3 776620.1 IN WITNESS WHEREOF, this Amendment No. 2 has been executed in the name of Landlord by its officers, thereunto duly authorized, and executed by Tenant as of this _____ day of ______________, 2011. ORANGE COUNTY SANITATION DISTRICT By_________________________________ Larry R. Crandall Chair, Board of Directors By_________________________________ Maria E. Ayala Clerk of the Board APPROVED AS TO FORM: _________________________________ Bradley R. Hogin General Counsel VILLAGE NURSERIES WHOLESALE, LLC By _________________________________ David R. House, President & CEO By _________________________________ Wayne Johnson, CFO and Secretary Page 1 ADMINISTRATION COMMITTEE Meeting Date 09/14/11 To Bd. of Dir. 09/28/11 AGENDA REPORT Item Number 3 Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to issue Revenue Refunding Certificate Anticipation Notes, Series 2011B, as one-year fixed-rate obligations, in an amount not to exceed $155.0 million to replace the $154.665 million Revenue Refunding Certificate Anticipation Notes, Series 2010B maturing on November 23, 2011. SUMMARY In March 2006, the Sanitation District issued $200 million of variable rate Certificates of Participation (COP), Series 2006 (2006 COPs). Alternatively, the Sanitation District could have issued debt at an estimated 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. A good deal of the increase in variable rate cost can be attributed to the weakened financial strength of the bank, DEPFA Bank plc, providing liquidity support on the 2006 COPs. 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 the 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 in January 2009. Since the 2008C CANs issuance, the Sanitation District completed two additional one-year refinancings as summarized below: Series Principal Amount Yield All-In Cost 2009B $ 165,865,000 0.37% 0.559% 2010B 154,665,000 0.36% 0.525% The interest rate on the Revenue Refunding Certificate Anticipation Notes Series 2010B (2010B CANs) was fixed for only one year and the entire $154.665 million plus interest becomes due and payable on November 23, 2011. The Sanitation District is responsible for the total repayment of $157.76 million (includes interest) or the District could choose to refinance the 2010B CANs. Staff Page 2 does not recommend the use of $157.76 million of cash to repay the 2010B CANs; therefore, there are a number of refinancing options available to the District. PRIOR COMMITTEE/BOARD ACTIONS October 2010: Board adopted Resolution No. OCSD 10-18, 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 2010B, such Notes Evidencing Principal in an Aggregate Amount of Not to Exceed $167,000,000, Approving A Notice of Intention to Sell, Authorization the Distribution of a 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. October 2009: Board adopted Resolution No. OCSD 09-16, 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 2009B, such Notes Evidencing Principal in an Aggregate Amount of Not to Exceed $181,000,000, Approving A Notice of Intention to Sell, Authorization the Distribution of a 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. November 2008: Board adopted Resolution No. OCSD 08-22, Authorizing the Execution and Delivery by the District of an Installment Purchase Agreement, a Trust Agreement, an Escrow Agreement, a Note Purchase Agreement, and a Continuing Disclosure Agreement in connection with the execution and delivery of Orange County Sanitation District Refunding Certificates of Participation, Series 2008C (Certificate Anticipation Notes), such Notes Evidencing Principal in an Aggregate Amount of Not to Exceed $198,000,000, Approving an Official Statement in Connection with the Offering and Sale of such Notes and Authorizing the Execution of Other Necessary Documents and Related Actions. ADDITIONAL INFORMATION Options Available to the Sanitation District 1. Refund the Maturing 2010B CANs with Fixed Rate Debt The issuance of long-term fixed rate refunding debt will eliminate market access risks (ability to issue debt to refinance maturing debt) and interest rate risk (additional costs if rates reset higher or are higher upon a future refinancing). After the issuance of fixed rate debt, the Sanitation District will not be exposed to changing market conditions. The issuance of long-term fixed rate debt in the current market would result in an average borrowing yield of approximately 4.00%. Fixed rate debt would also remove Page 3 the interest rate hedge originally desired by the Sanitation District (in 2006) which was intended to insulate the District from changes in short-term interest rates as the variable rates on the 2006 COPs was expected to move in tandem with the District’s fluctuating investment portfolio earnings. The following is a current market cost summary (subject to changing market conditions) of Option 1 (Fixed Rate Debt) over the next year: 4.000% Assumed Average Fixed Rate 0.018 Costs of Issuance ($300,000 amortized over life of COPs) 0.043 Underwriter Costs ($723,775 amortized over life of COPs) 4.061% Fixed Rate Cost 2. Refund the Maturing 2010B CANs with Variable Rate Debt Current variable rates on highly-rated California municipal debt are extremely low and attractive at approximately 0.17%. However, the availability of bank support continues to be relatively expensive at three to four times the cost of current variable rates. In addition, the terms and conditions currently demanded by banks are more onerous than during the period prior to the global financial crisis. The following is a current market cost comparison (subject to changing market conditions) versus Option 1 (Fixed Rate Debt) over the next year: Variable% Average Variable Rate 0.600 Bank Liquidity Fee 0.100 Remarketing Fee 0.021 Costs of Issuance ($350,000 amortized over life of COPs) 0.009 Underwriter Costs ($150,000 amortized over life of COPs) 0.730% + Variable% Or if compared to Option 1, break-even average variable rate of 3.331% 3. Refund the Maturing 2010B CANs with a New CANs issue Since the issuance of the 2010B CANs, short-term interest rates have continued to stay low as the current market yield for CANs is approximately 0.27%. The issuance of refunding CANs will continue to allow the Sanitation District to accrue savings at a low fixed rate over the next year while further insulating the District from higher interest rates. The CANs structure will avoid the payment of high fees to liquidity banks and eliminate the risk of interest rates increasing from historic low levels over the next year. Although current variable rates are low (see Option 2 above), there is little room for rates to trend much lower. The following is a current market cost summary (subject to changing market conditions) of Option 3 (CANs) over the next year: 0.270% Assumed One-Year Rate 0.1714 Costs of Issuance ($265,000 amortized over one year) Page 4 0.032 Underwriter Costs ($50,000 amortized over one year) 0.473% or 3.588% less than Option 1 (equal to $5.5 million of savings) A comparison of the CANs refinancing structure to Option 2 above (Variable Rate Debt) shows that future unknown variable rates must be less than zero for variable rate debt to generate a better economic result. The major risk with a CANs structure occurs if the Sanitation District does not have market access to remarket the CANs at maturity (in 2012). However, the Sanitation District (1) has successfully issued one-year CANs in each of the last three years and (2) holds a substantial amount of reserves that could (if the Board chooses) be used to redeem CANs if market access is not available. Staff intends to build in safeguards to avoid the use of Sanitation District reserves unless absolutely necessary: for example, beginning the process of refinancing well in advance of the maturity date of the CANs. To further reduce interest rate risk (additional costs if rates reset higher or are higher upon a future refinancing) the Sanitation District could continue the Accelerated Rate Management (ARM) program with the one-year CAN refinancing debt issuance. Since 2006, the ARM program has used accrued savings (i.e., 0.525% cost on 2010B CANs) compared to a fixed rate assumption (i.e., 2006 fixed rate of 4.54%) to reducing the outstanding amount of debt on a yearly basis. As less debt is outstanding, the Sanitation District significantly reduces its interest rate risk (if higher interest rates occur, the negative effect is mitigated as the higher interest cost is calculated on a smaller principal amount). The implementation of the ARM program since the issuance of the 2006 COPs has decreased the interest rate risk to the Sanitation District as the break-even rate (the average future interest rate for the remaining debt from the 2006 COPs issuance) is now over 7.5%. If the Sanitation District refinances the 2010B CANs with one-year CANs and current market conditions do not change, the break-even rate will increase to over 8.2%. In addition, the original variable rate structure of the 2006 COPs and the three past CANs refinancing issuances have saved the Sanitation District over $19.5 million compared to the alternative of issuing fixed rate debt in 2006. Staff is recommending Option 3, the refunding of the 2010B CANs with a new one- year CAN that will again enable the Sanitation District to lock-in a low rate for approximately one year without (a) encumbering cash reserves; (b) exposing the Sanitation District to relatively high bank liquidity costs associated with variable rate debt; and, (c) allowing for flexibility to continue to accrue savings while insulating the Sanitation District from higher interest rates. If the Sanitation District pursues Option 3, the refunding CANs can be sold on a competitive basis in order to obtain the lowest financing cost possible. Page 5 Staff and consultants will be available to make a brief presentation and provide an overview of the financing schedule at the Administration Committee meeting. Following is a chart listing the remaining steps to be completed for the issuance of the Revenue Refunding Certificate Anticipation Notes, Series 2011B debt issuance: October Ø Board approval of legal and disclosure documents Ø Financing Corporation approval of legal and disclosure documents Ø Receive Ratings from Bond Rating Agencies November Ø Receive competitive bids Ø Closing CEQA N/A BUDGET / DELEGATION OF AUTHORITY COMPLIANCE N/A DW-102 Board AR, Rev 10/04/10 Page 1 of 2 ADMINISTRATION COMMITTEE Meeting Date 09/14/11 To Bd. of Dir. 09/28/11 AGENDA REPORT Item Number 4 Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lorenzo Tyner, Director, Finance and Administrative Services SUBJECT: REVISING THE DELEGATION OF AUTHORITY RESOLUTION GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 11-XX, Establishing Policies and Procedures for the Award of Purchase Orders and Contracts; Award of Public Works Construction Contracts; Professional Services and Design Contracts; and Delegation of Authority to Implement said Policies and Procedures; and Repealing Resolution No. OCSD 07-04. SUMMARY As a result of the August 2010 reorganization and continual efforts toward an efficient and effective procurement process, updates to the current Purchasing Resolution and Delegation of Authority are now recommended. These updates are proposed to ensure that new contracting and procurement controls are established, outreach and contracting opportunities enhanced, and general “housekeeping” changes implemented. This resolution was last updated in February 2007. The major changes proposed were presented at the July 2011 Administration and Operation Committees. Subsequent to those meetings, staff has revised its proposal to include broader outreach and a more standard request for proposal process. PRIOR COMMITTEE/BOARD ACTIONS February 28, 2007 – Adopted Resolution No. 07-04: Establishing Policies and Procedures for the Award of Purchasing Orders and Contracts; Award of Public Works Project Contracts; Award of Professional Services Contracts; and Delegation of Authority to Implement said Policies and Procedures were approved by the Board of Directors. ADDITIONAL INFORMATION Although past Delegation of Authority revisions have improved the Orange County Sanitation District’s (Sanitation District) ability to operate more efficiently and effectively, additional corrections and improvements are still needed. Examples include: DW-102 Board AR, Rev 10/04/10 Page 2 of 2 Capital Improvement Program (CIP) With the Sanitation District’s focus moving from major capital improvements to facilities rehabilitation and secondary treatment standards, the General Manager’s delegated authority should be adjusted to include additional flexibility with respect to the change order process. Changes in authority levels are restricted to the capital improvement process. These changes will streamline the change order approval process and will bring the authority levels in line with those for other types of procurements. Also, a new open engineering contracts prequalification process which encourages more participation at the Sanitation District is included. Additional oversight responsibilities by Contracts Administration to review and approve these change orders are incorporated. Contracts Administration resides in the Administrative Services Department outside of Construction and Design activities. Cooperative Contracts By expanding the Sanitation District’s availability to a broader range of Cooperative (Piggyback) government contracts, additional cost savings can be achieved by pooling buying power from other large government agency or government agency consortiums. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENT Summary of Proposed Changes to the Delegation of Authority MD:gc/jmf REVISIONS TO JULY 2011 PROPOSED DELEGATION OF AUTHORITY September 7, 2011 Page 1 ARTICLE TITLE DELETION REPLACED WITH IV (1) Specified Professional Service Agreements Proposed pre-qualification program for design and related consultant services, including a rotation based list management program has been deleted. Design and related services procurements will be advertised based on budget thresholds. · Procurements equal to or less than $100,000 – staff may select firms to propose on the opportunity based on a vendor database that is continuously maintained and updated. · Staff will conduct consultant outreach sessions on a regular basis. · Procurements equal to or greater than $100,001 will be publicly advertised. · Generally a two-step [RFQ – RFP] process will be used for procurements, although a one- step RFP process may be used. · For specialized services, OCSD may invite a single or limited number of qualified firms to propose on a project. · Similar procurements may be “bundled” into one RFQ or RFP to streamline process. This scenario would likely result in several contract awards from one RFQ or RFP.