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MINUTES OF FINANCE. ADMINISTRATION AND
HUMAN RESOURCES COMMITTEE MEETING
Orange County Sanitation District
Wednesday, July 12, 2000, 5:00 p.m.
A meeting of the Finance, Administration and Human Resources Committee of the Orange
County Sanitation District was held on July 12, 2000 at 5:00 p.m., in the District's Administrative
Office.
(1) The roll was called and a quorum declared present, as follows:
FAHR COMMITTEE MEMBERS:
Directors Present:
Thomas R. Saltarelli, Chair
Mark Leyes, Vice Chair
Shawn Boyd
Shirley McCracken
Peer Swan
Norm Eckenrode, Board Chair
Peter Green, Vice Board Chair
Jan Debay, Past Board Chair
OTHERS PRESENT:
Tom Nixon, General Counsel
Toby Weissert
Jeff Bower
Juan Pittman
Greg Harrington
(2) APPOINTMENT OF CHAIR PRO TEM
No appointment was necessary
(3) PUBLIC COMMENTS
There were no public comments.
Directors Absent:
John M. Gullixson
Mark A. Murphy
James W. Silva
STAFF PRESENT:
Blake Anderson, General Manager
Gary Streed, Director of Finance
Lisa Tomko, Director of Human Resources
Steve Kozak, Financial Manager
Mike White, Controller
Greg Mathews, Asst. to the General Manager
Barbara Collins, Senior Analyst
Penny Kyle, Committee Secretary
Brad Cagle, Accounting Manager
(4) RECEIVE, FILE AND APPROVE MINUTES OF PREVIOUS MEETING
It was moved, seconded and duly carried to approve the minutes of the June 14, 2000 Finance,
Administration and Human Resources Committee meeting.
Directors Eckenrode and Boyd abstained. FILED
IN THE OFFICE OF THE SECRETARY
ORANGE COUNTY ~ANITATION DISTRICT
JUL 19 2000
~<
Minutes of the Finance, Administration and Human Resources Committee Meeting
Page2
July 12, 2000
(5) REPORT OF THE COMMITTEE CHAIR
Chair Saltarelli encouraged the Directors to attend the Groundwater Replenishment System
Workshop on July 15 being held at the Orange County Water District.
(6) REPORT OF THE GENERAL MANAGER
General Manager Blake Anderson reported that Chris Reed of the Orange County Register has
been working with staff on an article regarding biosolids that should be in Sunday's newspaper.
(7) REPORT OF DIRECTOR OF FINANCE
Director of Finance Gary Streed reported during the last 14 months there have been two
downgrades in the investment portfolio but there have also been eight upgrades.
(8) REPORT OF DIRECTOR OF HUMAN RESOURCES
The Director of Human Resources had no report.
(9) REPORT OF GENERAL COUNSEL
General Counsel Tom Nixon had no report.
(10) CONSENT CALENDAR. ITEMS
a. FAHR00-56: Receive and file Treasurer's Report for the month of June 2000.
b. FAHR00-57: Receive and file Certificate of Participation {COP) Monthly Report.
c. FAHR00-58: Receive and file Employment Status Report as of June 19, 2000.
d. FAHR00-59: Recommend to Board of Directors to receive and file 2000/01 Strategic
Goals Workplans.
e. FAHR00-60: Recommend to Board of Directors to adopt Resolution No. OCSD
00-XX, Declaration of Official Intent to Reimburse Certain of the District's
Capital Reserve Funds for Expenditures Made in Advance for FY 2000-01
Capital Improvement Projects from Proceeds of a Future Long-Term
Financing.
END OE CONSENT CALENDAR
Motion: It was moved, seconded and duly carried to approve the recommended actions for
items specified as 10(a) through {e) under Consent Calendar.
(11) ACTION ITEMS
a. FAHR00-61: Recommend to Board of Directors to approve Amendment No. 3 to the
Lease Agreement with Seaside Financial Corporation {Specification
No. L-009-1} for lease of 18.09 acres of land at the northeast
Minutes of the Finance, Administration and Human Resources Committee Meeting
Page3
July 12, 2000
Motion:
comer of Ward Streed and Garfield Avenue in the city of Fountain
Valley for a one year period beginning September 1, 2000.
It was moved, seconded and duly carried to recommend approval
to the Board of Directors.
b. FAHR00-62: Recommend to Board of Directors to adopt Resolution No. OCSD
Motion:
00-XX, Authorizing the District's Treasurer to Invest and/or Reinvest
District's Funds; Adopting District's Investment Policy Statement and
Performance Benchmarks for FY 2000-01; and Repealing Resolution
No. OCSD 99-14.
Director McCracken requested several minor clarifications be made to the
Investment Policy, as written.
It was moved, seconded and duly carried to recommend approval to the
Board of Directors, as clarified.
c. FAHR00-63: Recommend to Board of Directors to:
Motion:
1. Approve issuance of either the Series 2000 Refunding COPs (not-
to-exceed $200 million), or the Series 2000 Refunding and
Reimbursement COPs (not-to-exceed $230 million); and,
2. Adopt Resolution Authorizjng the Issuance of the Series 2000
COPs along with certain amendments to the District's outstanding
Series 1992 and Series 1993 COPs. The Resolution requests that
certain Authorized Officers be authorized to execute the proposed
amendments and refunding documents substantially in the form
attached, with such revisions as may be required or approved by
such Authorized Officer. Execution of the Series 2000 Refunding
and Reimbursement COPs will be subject to a not-to-exceed par
amount of $230,000,000, a not-to-exceed underwriter's discount of
0.35% (or 35 basis points), and a maximum maturity not to exceed
35 years; and,
3. Direct staff to develop a plan for competitive selection of
Remarketing Agents for the District's variable rate COPs following
issuance and settlement of the Series 2000 COPs, and report back
to the FAHR Committee.
It was moved, seconded and duly carried to recommend approval to the
Board of Directors for the issuance of Series 2000 Refunding and
Reimbursement COPs, not to exceed $230 million; adopt a resolution
authorizing the issuance of Series 2000 COPs along with certain
amendments to the District's outstanding Series 1992 and 1993 COPs,
and direct staff to develop a plan for competitive selection of Remarketing
Agents for the District's variable rate COPs, and report back to the FAHR
Committee.
Minutes of the Finance, Administration and Human Resources Committee Meeting
Page4
July 12, 2000
(12) lNFORMATIONAL PRESENTATIONS
There were none.
(13) OTHER BUSINESS, COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY
There were none.
(14) MATTERS WHICH A DIRECTOR MAY WISH TO PLACE ON A FUTURE AGENDA FOR
ACTION AND STAFF REPORT
Directors discussed several possible items to agendize at a future meeting, to be under the
direction of Director Eckenrode and the General Manager.
(15) CONSIDERATION OF UPCOMING MEETINGS
The next FAHR Committee meeting is scheduled for September 13, 2000 at 5 p.m.
(16) CLOSED SESSION
It was announced that the Committee would meet in Closed Session with the District's Labor
Negotiator, Director of Human Resources, as authorized by Government Code Section 54957.6,
to discuss and consider labor negotiations with Local 501 and SPMT Units.
The Committee convened in closed session at 6:10 p.m.
Confidential Minutes of the Closed Session held by the Finance, Administration and Human
Resources Committee have been prepared in accordance with California Government Code
Section 54957.2, and are maintained by the Board Secretary in the Official Book of Confidential
Minutes of Board and Committee Closed Meetings. No reportable actions were taken re Agenda
Item No. 16(a)(1).
At 6:25 p.m., the Committee reconvened in regular session.
(17) ADJOURNMENT
The Chair declared the meeting adjourned at approximately 6:25 p.m.
Penny M. e
FAHR Committee Seer
H:\wp.dta\ager>da1FAHRIFAHR2000\2000 Mlnufaa'0712DO FAHR MIN.doc
STATE OF CALIFORNIA)
) SS.
COUNTY OF ORANGE )
Pursuant to California Government Code Section 54954.2, I hereby certify that
the Notice and the Agenda for the Finance, Administration, and Human Resources
Committee meeting to be held on H /.;? , 2ocO , was duly posted
for public inspection in the main lobby of the District's offices on rl k ,
200..Q
IN WITNESS WHEREOF, I have hereunto set my hand this ff;t;:T--day of
~ ,2oo2___
\\RADON\DATA 1 \WP.DTA\ADMIN\BS\FORMS\AGENDA CERTIFICATION-FAHR COMMITTEE.DOC
July 6, 2000
DISTRIBUTION
FAHR COMMITTEE MEETING PACKAGE
Full Agenda Package
Committee
& Mailing List
Blake P. Anderson*
Dan Dillon
Marc Dubois
Steve Kozak
Penny Kyle
David Ludwin
Greg Mathews
Patrick Miles*
Bob Ooten
Lisa Tomko*
Gary Streed
Communications*
Robert Ghirelli
Mike White*
Brad Cagle
Julie Matsumoto
Bob Geggie
Jeff Esber
Patricia Jonk
Lenora Crane
Extras
Notices and Agenda Only
45
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2
1
1
1
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1
1
1
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1
1
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5 (for meeting hand-out, if necessary)
7
Posting 1
Jean Tappan 1
Gail Cain 1
Rose Marsella 1
Frankie Woodside 1
Patricia Magnante 1
~n~Gray 1
Security 1
Ron Zenk, Dist. 14 Treasurer's Report Only
c
H:\WP.DTA\ADMIN\BS\FAHR\DISTRIBUTIONLISTFAHR.DOC
phone:
(7141 962-2411
mailing address:
P.O. Box8127
Fountain Valley, CA
92728-8127
street address:
1 0844 Ellis Avenue
Fountain Valley, CA
92708-7018
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ORANGE COUNTY SANITATION DISTRICT
July 6, 2000
NOTICE OF MEETING
FINANCE, ADMINISTRATION AND HUMAN RESOURCES
COMMITTEE
ORANGE COUNTY SANITATION DISTRICT
WEDNESDAY, JULY 12, 2000 -5:00 P.M.
DISTRICT'S ADMINISTRATIVE OFFICES
10844 ELLIS AVENUE
FOUNTAIN VALLEY, CALIFORNIA 92708
A regular meeting of the Finance, Administration and Human
Resources Committee of the Board of Directors of the Orange
County Sanitation District, will be held at the above location, date
and time.
"To Protect the Public Health and the Environment through Excellence in Wastewater Systems"
FINANCE, ADMINISTRATION AND HUMAN RESOURCES
COMMITTEE MEETING DATES
FAHR Committee Meeting Dates
July 12, 2000
No Meeting Scheduled
September 13, 2000
October 11, 2000
November 8, 2000
December 13, 2000
No Meeting Scheduled
February 14, 2001
March 14, 2001
April 11, 2001
May 9, 2001
June 13, 2001
July 11, 2001
Board Meeting Dates
July 19, 2000
August23,2000
September 27, 2000
October 25, 2000
November 15, 2000
December 20, 2000
January 24, 2001
February 28, 2001
March 28, 2001
April 25, 2001
May 23, 2001
June 27, 2001
July 18, 2001
ROLL CALL
FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE
Meeting Date: July 12. 2000 Time: 5:00 p.m.
Adjourn: -----
COMMITTEE MEMBERS
THOMAS R. SALTARELLI (Chair) ................................................ .
MARK LEYES (Vice Chair) ........................................................... .
SHAWN BOYD .............................................................................. .
JOHN M. GULLIXSON .................................................................. .
SHIRLEY MC CRACKEN ............................................................. ..
MARK A. MURPHY ....................................................................... .
JAMES W. SILVA .......................................................................... .
PEER SWAN ................................................................................. .
NORMAN Z. ECKENRODE (Board Chair) .................................... ..
PETER GREEN (Board Vice Chair) ............................................. .
JAN DEBAY (Past Board Chair) ................................................. ...
OTHERS
TOM WOODRUFF, General Counsel ............................................... __
TOBY WEISSERT, Carollo Engineers ............................................. __ .
STAFF
BLAKE ANDERSON, General Manager .......................................... .
DAVID LUDWIN, Director of Engineering ..................................... ..
BOB OOTEN, Director of Operations & Maintenance .................... .
LISA TOMKO, Director of Human Resources ................................ .
GARY STREED, Director of Finance ............................................. ..
PATRICK MILES, Director of Information Technology ................. ..
ROBERT GHIRELLI, Director of Technical Services ..................... .
STEVE KOZAK, Financial Manager ............................................... .
MIKE WHITE, Controller ................................................................. .
GREG MATHEWS, Assistant to the General Manager ................... .
PENNY KYLE, Committee Secretary .............................................. .
c: Lenora Crane
July 6, 2000
August Dark
September Consider Annexation Fee Policy Action
September Comparison of budgeted costs and staffing with 1986 Information
September Quarterly Investment Management Report Information
September Quarterly General Manager Approved Purchases Action
September 1999-2000 Year-End Operational Report Information
October Update Human Resources Policies & Procedures Action
October Consider Full-Scale Procurement Card Action
November Consider Equity Salary Adjustments Action
November 1999-2000 Comprehensive Annual Financial Report Action
November 2000-01 161 Quarter Financial & Operational Report Action
AGENDA
REGULAR MEETING OF THE
FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE
ORANGE COUNTY SANITATION DISTRICT
WEDNESDAY, JULY 12, 2000, AT 5:00 P.M.
ADMINISTRATIVE OFFICE
10844 Ellis Avenue
Fountain Valley, California 92708
In accordance with the requirements of California Government Code Section 54954.2, this agenda has been
posted in the main lobby of the District's Administrative Offices not less than 72 hours prior to the meeting date
and time above. All written materials relating to each agenda item are available for public inspection in the
Office of the Board Secretary.
In the event any matter not listed on this agenda is proposed to be submitted to the Committee for discussion
and/or action, it will be done in compliance with Section 54954.2(b) as an emergency item or that there is a need
to take immediate action which need came to the attention of the Committee subsequent to the posting of the
agenda, or as set forth on a supplemental agenda posted in the manner as above, not less than 72 hours prior
to the meeting date.
(1) ROLL CALL
(2) APPOINTMENT OF CHAIR PRO TEM. IF NECESSARY
(3) PUBLIC COMMENTS
All persons wishing to address the Finance, Administration and Human Resources Committee on
specific agenda items or matters of general interest should do so at this time. As determined by the
Chair, speakers may be deferred until the specific item is taken for discussion and remarks may be
limited to five minutes.
Matters of interest addressed by a member of the public and not listed on this agenda cannot have
action taken by the Committee except as authorized by Section 54954.2(b).
July 12, 2000
(4) APPROVE MINUTES OF PREVIOUS MEETING
Approve minutes of the June 14, 2000, Finance, Administration and Human Resources
Committee meeting.
(5) REPORT OF COMMITTEE CHAIR
(6) REPORT OF GENERAL MANAGER
(7) R~PORT OF DIRECTOR OF FINANCE
(8) REPORT OF DIRECTOR OF HUMAN RESOURCES
(9) REPORT OF GENERAL COUNSEL
(10) CONSENT CALENDAR ITEMS
Consideration of motion to approve all agenda items appearing on the Consent Calendar not
specifically removed from same, as follows:
f .4:11 matters pla.ced on the consent calendar are considered 'asnot requiring discussion or further exPianation a-nd"'"-! i unless any particular item is requested to be removed from the consent calendar by a Director, staff member or I
j member of the public in attendance, there will be no separate discussion of these items. All items on the consent I l calendar will be enacted by one action approving all motions, and casting a unanimous ballot for resolutions 1
pncluded on the consent calendar. All items removed from the consent calendar shall be considered in the regular 4
,order of business. I
!Members of the public who wish to remove an item from the consent calendar shall, upon recognition by the chair, I
1state their name, address and designate by number the item to be removed from the consent calendar. i
!The Chair will determine if any items are to be deleted from the consent calendar. I
l.---.o--.... --··---·---····~~.....i...,_. ___ ........__,,.r·-····-~·-•••-r· .. ··---·---... •--;--·--··-·--···--···-· .. -·--·-"0 ' ___ _
a. FAHR00-56: Receive and file Treasurer's Report for the month of June 2000. The
Treasurer's Report will be distributed at the FAHR Committee meeting in
accordance with the Board-approved Investment Policy, and in
conformance to the Government Code requirement to have monthly
reports reviewed within 30 days of month end.
2
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b. FAHR00-57:
c. FAHR00-58:
d .. FAHR00-59:
e. FAHR00-60:
July 12, 2000
Receive and file Certificate of Participation (COP) Monthly Report.
Receive and file Employment Status Report as of June 19, 2000.
Recommend to Board of Directors to receive and file 2000/01 Strategic
Goals Workplans.
Recommend to Board of Directors to adopt Resolution No. OCSD
00-XX, Declaration of Official Intent to Reimburse Certain of the
District's Capital Reserve Funds for Expenditures Made in Advance for
FY 2000-01 Capital Improvement Projects from Proceeds of a Future
Long-Term Financing.
END OE CONSENT CALENDAR
Consideration of items deleted from Consent Calendar, if any.
(11) ACTION ITEMS
a. FAHR00-61:
b. FAHR00-62:
c. FAHR00-63:
Recommend to Board of Directors to approve Amendment No. 3 to the
Lease Agreement with Seaside Financial Corporation (Specification No.
L-009-1) for lease of 18.09 acres of land at the northeast comer of Ward
Streed and Garfield Avenue in the city of Fountain Valley for a one year
period beginning September 1, 2000.
(Barbara Collins -10 minutes)
Recommend to Board of Directors to adopt Resolution No. OCSD
00-XX, Authorizing the District's Treasurer to Invest and/or Reinvest
District's Funds; Adopting District's Investment Policy Statement and
Performance Benchmarks for FY 2000-01; and Repealing Resolution
No. OCSD 99-14.
(Steve Kozak -5 minutes)
Recommend to Board of Directors to:
1. Approve issuance of either the Series 2000 Refunding COPs
(not-to-exceed $200 million), or the Series 2000 Refunding and
Reimbursement COPs (not-to-exceed $230 million);
2. Adopt Resolution Authorizing the Issuance of the Series 2000
COPs along with certain amendments to the District's
outstanding Series 1992 and Series 1993 COPs. The Resolution
requests that certain Authorized Officers be authorized to
execute the proposed amendments and refunding documents
substantially in the form attached, with such revisions as may be
required or approved by such Authorized Officer. Execution of
the Series 2000 Refunding and Reimbursement COPs will be
subject to a not-to-exceed par amount of $230,000,000, a
not-to-exceed underwriter's discount of 0.35% (or 35 basis
points), and a maximum maturity not to exceed 35 years.
3
July 12, 2000
3. Direct staff to develop a plan for competitive selection of
Remarketing Agents for the District's variable rate COPs
following issuance and settlement of the Series 2000 COPs, and
report back to the FAHR Committee.
{Steve Kozak-15 minutes)
{12) INFORMATIONAL PRESENTATIONS
{13) OTHER BUSINESS. COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY
{14) MATTERS WHICH A DIRECTOR MAY WISH TO PLACE ON A FUTURE AGENDA FOR
ACTION AND STAFF REPORT
{15) FUTURE MEETING DATES
The next Finance, Administration and Human Resources Committee Meeting is scheduled for
September 13, 2000, at 5 p.m.
{16) CLOSED SESSION
! During the course "(if conducting the b1.i"sin:essset forth on this agenda .. as a regular meeting ofi'he ·Committee, the
~Chair may convene the Committee in closed session to consider matters of pending real estate negotiations,
['pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9,
L54957 or 54957.6, as noted.
i !Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)
!employee actions or negotiations with employee representatives; or which are exempt from public disclosure under
!the California Public Records Act, may be reviewed by the Committee during a permitted closed session and are I not available for public inspection. Af such time as final actions are taken by the Committee on any of these
jsubjects,. the minutes will refl.~ct a'I reguired <!!~plo~.~~s of info~!'ltiO_f!:.._,. ·~·-·-·
A. Convene in closed session.
1. Confer with District's Labor Negotiators (Human Resources Representative and
General Manager) re salaries, benefits, terms and conditions of employment for
employees represented by IUOE -Local 501 and SPMT Unit (Government Code
Section 54957.6).
B. Reconvene in regular session.
C. Consideration of action, if any, on matters considered in closed session.
(17) ADJOURNMENT
!Notice To Committee M~;b~~s: -···------····-~~-·-··-"'-------· . ···-·--1
I For any questions on the agenda or to place any items on the agenda, Committee members should contact the Committee I
~Chair or Secretary ten days in advance of the Committee meeting. i
!committee Chair: Thomas Saltarelli (949) 833-9200 1
L~_f!lm~ee 2ec~etary·~·---·--Penny !.<~-·--· (?..~Ji~-~Z.13Q_·--·-··-·----·------'
4
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MINUTES OF FINANCE. ADMINISTRATION AND
HUMAN RESOURCES COMMITTEE MEETING
Orange County Sanitation District
Wednesday, June 14, 2000, 5:00 p.m.
A meeting of the Finance, Administration and Human Resources Committee of the Orange
County Sanitation District was held on June 14, 2000 at 5:00 p.m., in the District's Administrative
Office.
(1) The roll was called and a quorum declared present, as follows:
FAHR COMMITTEE MEMBERS:
Directors Present:
Thomas R. Saltarelli, Chair
Mark Leyes, Vice Chair
James W. Silva
Jan Debay, Board Chair
Peer Swan, Board Vice Chair
Shirley McCracken
OTHERS PRESENT:
Tom Woodruff, General Counsel
Don Hughes
Toby Weissert
Jeff Bower
Juan Pittman
Ryal Wheeler
(2) APPOINTMENT OF CHAIR PRO TEM
No appointment was necessary
(3) PUBLIC COMMENTS
There were no public comments.
Directors Absent:
Shawn Boyd
John M. Gullixson
Mark A Murphy
STAFF PRESENT:
Blake Anderson, General Manager
Bob Ooten, Director of Operations &
Maintenance
Gary Streed, Director of Finance
Patrick Miles, Director of Information
Technology
Steve Kozak, Financial Manager
Greg Mathews, Asst. to the General Manager
Jean Tappan, Asst. Committee Secretary
Brad Cagle, Accounting Manager
(4) RECEIVE, FILE AND APPROVE MINUTES OF PREVIOUS MEETING
It was moved, seconded and duly carried to approve the minutes of the May 10, 2000 Finance,
Administration and Human Resources Committee meeting. Directors McCracken and Swan
abstained. Director Swan clarified his comments to staff, made in advance of the May 10
meeting, as reported in the minutes.
Minutes of the Finance, Administration and Human Resources Committee Meeting
Page 2
June 14, 2000
\ (5) REPORT OF THE COMMITTEE CHAIR
The Committee Chair indicated that there would be a short closed session.
The next FAHR Committee meeting will be July 12, 2000.
(6) REPORT OF THE GENERAL MANAGER
General Manager Blake Anderson did not make a report.
(7) REPORT OF DIRECTOR OF FINANCE
Director of Finance Gary Streed reported briefly on some preliminary staff work that was done to
answer the question, "What is different from 1985-86?" The Committee asked for additional
information regarding changes at a future meeting.
(8) REPORT OF DIRECTOR OF HUMAN RESOURCES
The Director of Human Resources was not present.
(9) REPORT OF GENERAL COUNSEL
General Counsel Tom Woodruff had no report.
(10) CONSENT CALENDAR ITEMS (Items a-e)
a. FAHR00-48: Receive and file Treasurer's Report for the month of May 2000. The
Treasurer's Report will be distributed at the FAHR Committee meeting in
accordance with the Board-approved Investment Policy, and in
conformance·to the Government Code requirement to have monthly
reports reviewed within 30 days of month end.
b. FAHR00-49: Receive and file Certificate of Participation (COP) Monthly Report.
c. F AHR00-50: Receive and file Employment Status Report as of June 1, 2000.
d. FAHR00-51: Recommend to Board of Directors to renew the District's All-Risk Property
and Earthquake Insurance Program for the period July 1, 2000 to July 1,
2001, in an amount not to exceed $955,000.
e. FAHR00-52: Recommend to Board of Directors to renew the District's Boiler &
Machinery Insurance Program for the period July 1, 2000 to July 1, 2001,
in an amount not to exceed $70, 792.
END OF CONSENT CALENDAR
Motion: It was moved, seconded and duly carried to approve the recommended actions for
items specified as 11 (a) through (e) under Consent Calendar.
Minutes of the Finance, Administration and Human Resources Committee Meeting
Page 3
June 14, 2000
(11) ACTION ITEMS
a. FAHR00-53: Recommend to Board of Directors to approve proposed Operating,
Capital, DebVCOP Service and Self-Insurance Budgets for 2000-01 , as
follows:
Joint Works Operating/Working Capital
Worker's Compensation Self-Insurance
General Liability and Property Self-Insurance
Collection System Operating
Capital Improvement Program
Debt/COP Service
$46,000,000
412,500
1,919,000
9,545,000
83,526,000
40,737,000
Motion: It was moved, seconded and duly carried to recommend approval to the Board
of Directors.
b. FAHR00-54: Recommend to Board of Directors to authorize the Director of Finance to
issue a Request for Proposals for Investment Banking Services, and report
back with recommendations for selection of investment banker(s) for
issuance of Reimbursement Certificates of Participation.
After discussion, staff was directed to present additional information at the July 12 FAHR
Committee meeting comparing the costs and benefits of, and alternatives to, including a
portion of the proposed Reimbursement COPs with the Series 2000 Refunding COP
issue.
c. FAHR00-55: Recommend to Board of Directors to:
1. Approve selection of Dexia Credit Local de France (DCLF) as the Standby
Liquidity Facility Bank for the Series 2000 Refunding COPs; and,
2. Approve selection of Texas Chase Bank or State Street Bank as Trustee Bank for
the Series 2000 Refunding COPs based on lowest annual cost to the District, and
direct staff to report to the Board on the successful bidder at the June Board
meeting.
Motion: It was moved, seconded and duly carried to recommend approval to the Board
of Directors.
(12) INFORMATIONAL PRESENTATIONS
There were none.
(13) OTHER BUSINESS, COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS , IF ANY
There were none.
Minutes of the Finance, Administration and Human Resources Committee Meeting
Page4
June 14, 2000
(14) MATTERS WHICH A DIRECTOR MAY WISH TO PLACE ON A FUTURE AGENDA FOR
ACTION AND STAFF REPORT
There were none
(15) CONSIDERATION OF UPCOMING MEETINGS
The next FAHR Committee meeting is scheduled for July 12, 2000 at 5 p.m.
(16) CLOSED SESSION
The Chair reported that the Committee would meet in Closed Session, as authorized by
Government Code Section 54957 .6, to discuss and consider labor negotiations with Local 501
and SPMT Units.
The Committee convened in closed session at 6:07 p.m.
Confidential Minutes of the Closed Session held by the Finance, Administration and Human
Resources Committee have been prepared in accordance with California Government Code
Section 54957.2, and are maintained by the Board Secretary in the Official Book of Confidential
Minutes of Board and Committee Closed Meetings. No reportable actions were taken re Agenda
Item No. 16(a)(1).
At 6:14 p.m., the Committee reconvened in regular session.
(17) ADJOURNMENT
The Chair declared the meeting adjourned at approximately 6: 15 p.m.
Tappan
R Committee Assistant Secretary
H:\wp.dlalsgenda\FAHR\FAHR2000\2000 MinutBsVJ61400 FAHR MIN.doc
} FAHR COMMITTEE Meeting Date To Bd. of Dir.
07/12/00 N/A
AGENDA REPORT Item Number Item Number
FAHR00-57
Orange County Sanitation District
FROM: Gary Streed, Director of Finance
Originator: Steve Kozak, Financial Manager
SUBJECT: CERTIFICATES OF PARTICIPATION (COP) MONTHLY REPORT -
June 2000
GENERAL MANAGER'S RECOMMENDATION
Receive and file Certificates of Participation (COP) Monthly Report for the month of
June 2000.
SUMMARY
Since June 1995, the daily rate COP program remarketing agents have been
PaineWebber for the Series "A" and the 1993 Refunding COPs, and J.P. Morgan for the
Series "C" COPs. Most fixed rate Series "B" COPs have been refunded and the 1992
Refunding COPs have always been remarketed by PaineWebber in a weekly mode.
During the month of June, the District's variable interest rate COPs performed at a
slightly higher average interest cost than the benchmark composite index. Over the last
year, the District's variable rate COPs performed at a slightly lower average interest
cost than the benchmark. The benchmark composite index consists of several variable
rate COPs issued by other utility agencies similar in par amount and credit quality to the
District's COPs.
PROJECT/CONTRACT COST SUMMARY
None.
BUDGET IMPACT
D This item has been budgeted.
D This item has been budgeted, but there are insufficient funds. D This item has not been budgeted.
[8J Not applicable (information item)
ADDITIONAL INFORMATION
For the month of June 2000, graphical and tabular reports are attached. The first graph
entitled, "OCSD COP Rate History Report," shows the variable interest rates on each of
the daily rate COPs since the last report, and the effective fixed rate for the two
refunding issues which are covered by an interest rate exchange agreement commonly
called a Aswap.::
H:lwp.dtalagendalFAHRIFAHR2~ Agenda ReportslFAHR~7.doc
Revised: 8l20l98 Page 1
The second bar chart entitled, "Comparative Daily COP Rate History Report," shows the
performance of the District's Daily Rate COPs as compared to a composite index rate,
which represents the average rate of six similar variable rate daily reset borrowings.
The third bar chart entitled, "COP Rate History, Comparison of Highest & Lowest
Rates," compares the performance (monthly average interest rate) of the District's Daily
Rate COPs with the highest and lowest monthly average rates from among six similar
variable rate daily reset COPs.
The table entitled, "COP Rate History, Comparison of Monthly Averages," shows the
monthly variable interest rate performance of the District's Daily Rate COPs as
compared to the composite index. Estimated annual interest payments calculated for a
standard $100 million par amount, are also shown.
Variable rates historically rise at the end of each calendar quarter, and especially at
year-end, because of business taxes and liquidity requirements. The rates tend to
decline to prior levels immediately in the following month.
Staff maintains continuous rate monitoring and ongoing dialog with the remarketing
agents to keep the Committee fully informed about developments in the program as
they may occur.
ALTERNATIVES
None.
CEQA FINDINGS
None.
ATTACHMENTS
1. Graph -OCSD COP Daily Rate History Report
2. Graph -Comparative Daily COP Rate History Report
3. Graph -COP Rate History, Comparison of Highest & Lowest Rates
4. Tabular-COP Rate History, Comparison of Monthly Averages
GGS:SK:lc
H:\wp.dtalagendalFAHRIFAHR200nOOO Agenda Reports\FAHR00-57.doc
R....;sed: 8120/98 Page2
G) "'O
[ c iil "t:I l> Ill
!!. -I RATE(%) [ ~ m tT Ill '< 5 0 CJ) .,, ::I 5" ~ Ill 07-Jul-99 ::I 0 0 _RI '° ~ ~ 21-Jul-99 IQ
"fi ~ 3·
04-Aug-99 _8 Ill ::I 0 RI I\) $ 18-Aug-99 j\) )> ....
-I "'O m s::: :i:::
(jj 01-Sep-99 -I io ...... 0 15-Sep-99
0
29-Sep-99 en
13-0ct-99 c
0
27-0ct-99 0
10-Nov-99 "ti
c Tt 24-Nov-99 -)> -)>"U r -m 08-Dec-99 c... -< Gl-· ::::J c en CD ::E~ 22-Dec-99 z ~ n> CD "Co-m O" CD 05-Jan-OO ... -t ..,
N m
19-Jan-OO 0 :I: 0
0 -
++
02-Feb-OO en -t en<-16-Feb-OO 0 o·
C'l :u ~ (j)s: 01-Mar-OO CDO ::::i...,
~ 15-Mar-OO :Al ::E::::i OJ m "O
29-Mar-OO "ti 0 12-Apr-OO :Al
26-Apr-OO -t
10-May-OO
24-May-OO
07-Jun-OO
21-Jun-OO
I
\
Prepared by Finance, 07/05/2000, 9:03 AM
COMPARATIVE DAILY COP RATE HISTORY REPORT
JUNE, 2000
4.00
-~ ~ w 3.00 I-<C 0:::
2.00
1.00
0.00
DATE m m m m m m 0 0 0 0 0 m m m m m C) 0 0 0 0 0
:; ci Q. ..... > ci c .D ...: ...: ~ :J °' u 0 °' (!l °' (!l 0. (!l • <( en 0 z 0 • LL ::::? <( ::::?
tlOCSD D COMPOSITE INDEX
G :\excel .dta\ fi n\2220\geggi\Finance\dailycopi ntrate .xis
0 0 c :J •
4.90
COP RATE HISTORY
COMPARISON OF HIGHEST & LOWEST RATES
4.65 ---··-·--·----·······-···-···--·-------···---·-···---·-·······----------·-------·--················································-----·······················
4.40
4.15 .. ---....... -... -.. ----. ----. -... ----------------------.. ---··-· .... -·· --·. ---·-·· ....... --. -.... -----·-·---.. --. ---. -------·-.. ·--·-· ..... ·-.. --.... -----..
3.90 ................................... _ ................... ··--------------------·-----------· --·· ···-·---·--··--· .... ----·-----------·····--· -··---------·----
~ 3.65
~
w I-<(
0::: 3.40
3.15 ............................................................................ -.. .
2.90 -----··-····----------------·-·-·--··-·---·-··-·--·····--------···········
2.65
2.40 ....
2.15 ·-·-
HIGH
LOW
·-~
l!I Highest rate 0 OCSD/J.P. Morgan • OCSD/PaineWebber i;:i Lowest rate
G:\excel.dta\fin\2220\geggl\Flnance\RATEH IST _HI LO _bargraph Prepared by Finance, 07/05/2000, 9:16 AM
Prepared by Finance, 07/05/2000, 9:17 AM
Jul-99
Aug-99
Sep-99
Oct-99
Nov-99
Dec-99
Jan-00
Feb-00
Mar-00
Apr-00
May-00
Jun-00
AVERAGE
DAILY COP RA TE HISTORY
COMPARISON OF MONTHLY AVERAGES
JULY, 1999 -JUNE, 2000
OCSD
$100M $98.5M $46M
Series"A" Series"C" Series 93 Ref
PaineWebber J.P. Morgan PaineWebber
2.35 2.36 2.35
2.82 2.82 2.82
2.98 2.97 2.98
2.99 3.01 2.99
3.36 3.30 3.36
2.93 3.01 2.93
2.51 2.53 2.51
1.95 1.97 1.95
3.20 3.18 3.20
3.46 3.44 3.46
4.76 4.80 4.76
4.10 4.10 4.10
3.12% I 3.12% I 3.12%
ESTIMATED ANNUAL INTEREST
PAYMENTS PER $100M PAR AMOUNT $ 3, 117,500 $ 3,124,167 $ 3, 117,500
*FOOTNOTE
Composite index consists of the following COP transactions:
. IRWD, Series 86, $60M, Smith Barney
• IRWD, Series 93 "A" Refunding, $87.6M, Bankers Trust
• IRWO, Series 93 "B" Refunding, $41.8M, J.P. Morgan
• IRWD, Series 95 Refunding, $117 .8M, PaineWebber
Composite
Index•
2.36
2.83
2.98
3.03
3.38
2.97
2.50
1.99
3.22
3.49
4.73
4.11
3.13%
$ 3,132,500
• Western Riverside Co. Reg. Wastewater Auth., Series 96, $25.4M, PaineWebber
• Orange Co., Irvine Coast Asst. Dist. 88-1, $94.SM, J.P. Morgan
• SCE, $192M, Lehman
G:\excel.dta\fin\2220\geggi\Finance\COPdaily$rate comparison
·' I I FAHR COMMITrEE Meeting Date To Bel. of Dir.
07/12/00 07/26/00
AGENDA REPORT Item Number Item Number
FAHR00-58
Orange County Sanitation District
FROM: Lisa Tomko, Director of Human Resources & Employee Development
Originator: John Weingarden, Human Resources Analyst
SUBJECT: EMPLOYMENT STATUS REPORT AS OF JUNE 19, 2000.
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Employment Status Report.
SUMMARY
Total FTE headcount at the District as of June 1, 2000 is 497.75.
PROJECT/CONTRACT COST SUMMARY
Not applicable.
BUDGET IMPACT
D This item has been budgeted. (Line item: )
D This item has been budgeted, but there are insufficient funds.
D This item has not been budgeted.
[g} Not applicable (information item)
ADDITIONAL INFORMATION
The District had a full-time equivalent (FTE) headcount of 497.75 as of June 19, 2000.
The actual number of employees was 508.
There was one promotions during the month of June:
• Dave Usher Sr. Mechanic to Lead Mechanic (Mechanical Maintenance)
There was one new employee hired during the month of June.
• Programmer Analyst (Programming and Database Systems)
H:\wp.dta\agenda\FAHRIFAHR2000\2000 Agenda Reports\FAHR00-58.dot
Revised: 8/20198 Page 1
ALTERNATIVES
Not applicable.
CEQA FINDINGS
Not applicable.
ATTACHMENTS
June 19, 2000 Employment Status Report.
Performance compared to 3-Year Staffing Plan.
H:\wp.dtal.agenda\FAHRIFAHR200Cl2000 Agenda Reports\FAHR00-58.dot
Revised: 8l20l98 Page2
06/19/200(}.-9:08 AM
Employment Status Report
Regular Regul;ir Actual Vac.111t Budget Pl<ln Pl<ln Positions
Reguw Part-time Part-time FTE FTE FTE FTE wnn Flml pl<ln
Full-time 20 hours 30 hours Contract Intern 119--00 00--01 01--02 1--0
110 -General Management Admin 3.00 0.00 0.00 0.00 0.00 4.00 4.00 4.00 1.00
Total General Mana ement 3.00 0.00 0.00 0.00 0.00 4.00 4.00 4.00 1.00
210 -Finance Administration 4.00 0.00 0.00 0.00 0.00 4.00 4.00 4.00 0.00
220 -Accounting 14.00 0.00 0.00 0.00 0.00 16.00 16.00 16.00 2.00
230 -Purchasing & Warehousing 14.00 1.50 0.00 0.00 0.00 17.50 17.50 17.50 2.00
Total Finance 32.00 1.50 0.00 0.00 0.00 37.50 37.50 37.60 4.00
310 -Communications 7.00 0.00 0.00 0.00 0.00 9.00 9.00 9.00 1.00
Total Communications 7.00 0.00 0.00 0.00 0.00 9.00 9.00 9.00 1.00
510-HR & Employee Development 9.00 0.00 0.75 0.00 0.00 10.25 10.25 10.25 0.50
Total Human Resources 9.00 0.00 0.75 0.00 0.00 10.25 10.25 10.25 0.50
610 -Technical Services Admin 2.00 0.00 0.00 0.00 0.00 2.00 2.00 2.00 0.00
620 -Environmental Compliance & Monitoring 18.00 0.00 0.00 0.00 1.00 20.50 20.50 20.50 1.50
630 -Environmental Laboratory 29.00 2.00 0.00 0.00 0.50 32.00 32.00 32.00 0.00
640 -Source Control 33.00 0.00 0.75 0.00 0.00 33.75 33.75 33.75 0.00
650 -Safety & Emergency Response 8.00 0.00 0.00 0.00 0.50 7.50 7.50 7.50 -1.00
0.00
Total Technical Services 90.00 2.00 0.75 0.00 2.00 95.75 95.75 95.75 0.50
710 -Engineering Administration 3.00 0.00 0.00 0.00 0.00 3.00 3.00 3.00 0.00
720 -Planning & Design Engineering 30.00 0.00 0.75 0.00 0.50 35.25 35.25 35.25 4.00
730 -Construction Management 36.00 0.00 0.00 0.00 0.00 36.75 36.75 36.75 --0.25
69.00 0.00 0.75 0.00 0.50 75.00 75.00 75.00 3.75
420 -Collection Facilities Mice 18.50 0.00 0.00 0.00 0.00 17.50 19.50 19.50 1.00
430 -Plant Maintenance 29.50 0.00 0.00 0.00 0.00 29.50 29.50 28.50 -1.00
810 -0 & M Administration 2.00 0.00 0.00 0.00 0.00 3.00 2.00 2.00 0.00
820 -0 & M Process Support 8.00 0.00 0.00 0.50 0.50 10.00 9.25 9.25 0.25
830 -Plant 1 Operations 32.00 0.50 0.00 0.00 0.00 33.33 34.33 34.33 1.83
840 -Plant 2 Operations 39.00 0.00 0.00 0.00 0.00 39.33 37.33 37.33 -1 .67
850 -Mechanical Mice 44.00 0.00 0.00 0.00 0.00 45.50 45.50 45.50 1.50
860 -Electrical & Instrumentation Mice 55.00 0.00 0.00 0.00 0.00 55.50 55.50 55.50 0.50
870 -Cogeneration 9.00 0.00 0.00 0.00 0.00 10.34 10.34 10.34 1.34
880 -Air Quality & Special Projects 9.00 0.00 0.00 0.00 0.50 10.00 9.50 9.50 0.00
Total 0 eratlons & Maintenance 246.00 0.50 0.00 0.50 1.00 252.75 251.75 3.75
910 -IT Admin 2.00 0.00 0.00 0.00 0.00 2.00 2.00 °2.00 0.00
930 -Customer & Network Support 12.00 0.00 0.00 0.00 0.00 15.00 15.00 15.00 3.00
940 -Programming & Database Sys 7.00 0.00 0.00 0.00 0.00 7.00 7.00 7.00 0.00
950 -Process Controls Integration 8.00 0.00 0.00 0.00 0.00 9.00 9.00 9.00 1.00
Total Information Technolo 29.00 0.00 0.00 0.00 0.00 33.00 33.00 4.00
Totiil,Statnn ~"!$
g:\excel.cfaVv\510\weingarden\3-Year stafting Ptilln
01/05/2000 9:08 AM
Legend: hies • Vac.ne~: Bold • Reorg; Gray st\ilde • New PoslUon
N-Ollg
Bus Bus
lJnll Uni Employ•• N..... Job Tlle
110 110-.Blake
110 110 -.GregoryR.
110 110 Vaconl
110 110 Tappen, J11n E.
110 110 Mel~. Donald F.
110 Total
210 210 Slreed, Gary G.
210 210 Creno, Lonono
210 210 K-.SlephenV.
210 210 Gaggie, Robert
210Tatal
220 220 Welngardon, Jom W.
220 220 Acfuo.,,_,
220 220 Cagle, Bnldey H.
220 220 Diian. OIMy L.
220 220 Wlile, Michael D.
220 220 AIJjlor, Rose L.
220 220 -·Maria
220 220 Spnngneyer, Mary M.
220 220 Ai<*idge, 1Mhm R.
220 220 Esber, Jeffrey A.
220 220 Ecitll Howell
220 220 Jlie Pritchard
220 220 Forman, KyrN>ei1)1 R.
220 220 Green, Nono H.
220 220 Jolmon, Undo J.
220 220 Mina, POflia A.
220 220 Sinmons, DoMa M.
220 Tot ..
230 230 Fewy, Ann Morie
230 230 Mohef. Cl'ristine W.
230 Dlbojs, M•n:us •
230 230 Mon:ln. Clarice M.
2lO 310 LK ..... Dain
230 230 Ryan, Puoll
230 no Kardos, J ... A.
230 230 Gllch, Jofhy D.
230 230 Higo-. Myles S.
230 230 Me-. Dollld A.
230 230 Ortego, Robert L.
230 230 Beaz, Jesus
230 230 Fomwn, Meissa A.
230 230 MOfJIOll, Robert M.
230 230 ,_, Robert J.
230 230 H1nnoppel, Rick J.
230Tot ..
Aast Ganenll Manager-Ops
Asst. to the Gen. Mgr.
Vecanl
ExecUive Assistant 11
Ger....t Manager
Oiredor of Finance
E><eaitve Assislenl I
Financial Manager
Principal AcCO<rtant
AccD<l'll~
Vacanf
Ac-ng Manager
Accolftjng Manager
Controler
Hllnan Rescuces Assist8"
H.....,, Resowces Assistant
HlnlOn Reso..-ces Assistant
Principal Accotrtant
Prlndpal Accotrtart
Prlndpal Anancial Analyol
Principal Financial Analyst
Senior Aceolfting Cler1c
Senior AcCOIDlng Clen.
Senior Accolfting Cler1c
SeniDI' AccO\fting Cler1c
Senior Accolfting Cler1c
E•oc.-ive Anlstn I
Sacretary
Secrotaoy
storaslceeper
Sitoreskeeper
storask-
storeskeeper
st0<eskeeper Assistant
storesk._ Asststort
storoslceeper Assistant
S14>eMsing Buyer
W11ehouse &4>eNisor
310 310 Tuctmon, Mia-OirectorolConnvic.tions
310 310 l<ordos, Diome Grapllic SoNices Asn8"
310 310 Elzondo, Fawn F. Office Aide
310 310 Klzzlah, Elftce L. Office Aide
310 310 ScNegol, Rlchlrd E. Olflce Aide
310 310 K)'le, Pemy M. Secretory to Boord of Difector
310 230 H-, L)'ndo F. ~IY1 Anhln
310 310 l~v_ece_n1 _______ ~ISt. Adm/,.,;n-otMrAnatyst
310 310 Holebrand, Ingrid G. Serior MTfa Assist1nt
310 310 Smith, &rzenno A. Senior Office Aide
310Tot ..
410 410 Hodges, E<tMn E.
410 410 Nguyen, nut.J)'
410Tot ..
Director ol Gen Admin, Serlllco
Office Spedaist, from 640 In 98-99
420 420 ~'"'· Gary L. Col Fae Worker I
420 420 Arralz, Juan J. Col Fae Worker I
420 420 Howorth, Mic:hoel T. Col Fae Worker I
420 420 Jones, Larry J. Col Fae Worker I
420 420 Pier«tl. Derns C. Col Fae Worker I
420 420 V1cont Col Fae Worker I
1998-98
Budgol
stall Plan
4.00
4.00
19.00
15.00
10,75
6.00
Actual
FTE
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Decision
Pkg&
Approved
Vacanc:les
___ 1_6.~00-----
1.00
1.00
0.50
0.75
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.25
----=9~.o~o ----1,00
1.00 (1.00)
Budget
staffing
Plan
1999-2000
1.00
1.00
1.00
~
4.00
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
16.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
17.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
9.00
1.00
----=2~.o~o _-1!.!!!!J --~1_.o_o
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00
420 420 ArrbriZ. Jose C. Col Fae Worker 11 1.00
1.00
1.00
1.00
1.00
1.00
1.00
420 420 Cholfs. Peter Col Fae Worker 11 1.00
420 420 ~nd.DonaldR. ColFocWorkerll 1.00
420 420 Hennoln, Victor R. Col Fae Worker 11 1.00
420 420 Navarro, Raymond Coll Fae Worker II 1.00
$.Year
stalflng
Plan
2000-2001
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
16.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
17.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
9.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
5-Yeor
stalflng
Plan
2001-2002
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
4.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
16.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
17.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
9.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
BU)'OUI. Delete poolllon, -31
!Transfer .75 FTI! . ._ ~ I
111.tprooldo f01 2al~l.oroplocahfl.o .. , ..... 1,
T..,..,1<1.00 FTE from Engntoma
Tninsfer1.00 FTE ll'am ~
Replacomon( Allri,,_
see romlquez lrsf to 430
•~m~~~~--~-~""'~9J~:§W'!!DBDUa•mmma~••~1gme;~~=•~l:m:D<ic:is!~~fi'""HOlD ·•····· ·•···-·.•.<;:,._<····;_ ..... •20 Gon:z.I.,., Jotn . ire;;..,;;, 1,00 j .Oo 1':00 1.00
420 420 PeltfSOR, JelfreyL. Foreman 1.00 1.00 1.00 1.00
420 420 Perrino, Roy LeodColFacWorker 1.00 1.00 1.00 1.00
420 420 Sandcnon,JoeD. LHdCollFocW<ris-1.00 (1.00f 1.00 1.00
420 420 Wlloms,Wo•erW. LoadCoUacWorker 1.00 1.00 1.00 1.00
420 420 """"11es. Nicholas J. Malntononce Manager o:so 0.50 0.50 0.50
420 420 McC.-r,MichlelJ. Moinlenoncel'lal'lnor 1.00 1.00 1.00 1.00
420 420 Biondo, Thomas M. Maintenance S'-""'1isor 1.00 1.00 1.00 1.00
420Tot.. 1850 17.50 ---17.50 19.50 19.50
430 430 D\rriaO, Alon P. llUlder 1 .00 1.00 1.00 1.00
430 430 p...,., R!UnL Btilder 1.00 1 00 1.00 1.00
430 430 Green, Richard Eqlipment Operator 1.00 1.00 1.00 1.00
430 430 Jones, Jeffrey L. Eqlipment ()penitor 1.00 1.00 1.00 1.00
430 430 Ray, L Elen Eql.ipment Operetor 1.00 1.00 1.00 1.00
Page 1017
07/05/2000 9:08 AM
Legend! lilies • Vacancy; Bold • Reorg; GRy Shade • New PoslJon
N-Orig
Bus -~ Unit En!>!me H3111• Job Tiiie
430 430 Yolcoyama, Deen K. E~ Open1l0<
430 430 Hise, David C. FcnmAll
430 430 Tofolo, Ortondo A. Forwman
430 430 oni-os. Wilam Grotnlskeeper
19911-99
Budget
Stalf Plan
Aclu"'
FTE
1.00
1.00
1.00
1,00
Decision
Pl<g&
Appnwed
Vaearn;tes
Budget
Slafftng
Plan
1999-2000
1.00
1.00
1.00
4 -i.ft., 1~.!~~~~~!:!~;-m;ifif~t$~f::~ ~;~Fr.;fi#l~-~ .. ~J.~;ffitw.l;: gjfu~ .. 1.-QQ~U:
430 430 Gomoz, Romon M. H._,.,
430 410 Romtquoz, David AHoc:Wo ~I
430 430 L-.t, Jam W. H._,.,
430
430
430
430
430
430
430
430
430
430
430
430
430
430
430
430
430
430
430
430
'30Tol"'
430 KOY11C5, 518\11111
430 AIJlo, Toolimo C.
430 DeAnda, Bemordo
430 DlnnonJ, Fredericlc C.
430 English, Roy C.
430 O'C<r.rJl>o, Margarita
430 Mrie, Eric 0.
430 MIOllles, Nicholas J.
430 F0<man, Chide M.
430 Caucil, Tony E.
430 Laughlin, Tlm M.
430 Keating, Brian M.
430 Ardibald, Scott A.
430 Broyles, Michael D.
430 Evans, Sloven W.
430 Frey, Char1os E.
430 Hanilon, Robert
430 Unsel, 5obby L.
430 Cerr¢ol, Marl< S.
430 Hon:llar, Donald C.
510 510 Pelonnan, Michael L.
510
510
510
510
510
510
510Tol"'
Vacant
510 Budler, Jucftt1 M.
510 Reed, Jeffrey T.
510 Sleews, Patty A.
510Gnly,Jenell.
510 Toni!o, Use L.
510 McKlriey, Dawn M.
520 520 Eddy, Malt
520 520 Vacont
520 520 Martinez, Derise M.
520 520 Spancer, Richard L.
520 Toi ..
530 530 T....Oauiti, Karon A.
530 .530 Vooanl
530 530 Josway, T arri L.
530 530 CllmOhan, Polriclc 8.
530 530 Momson, Peter M.
410 410 To)iol', Roller! J.
520 520 flor>agan, Thomn II.
Load Mechanic
LoadWor1cer
LaadWorller
LaodWor1cer
LaadWor1cer
LoodWor1cer
Madinlst
Mainl:enance Managet"
Malrtenance ~sor
Pai~er
Pairter
Projod Speciaisl
Senior Mechanic
Senior Mecheric
Senioc Mod\onlc
Senior Mad\onlc
Senior Mechanic
Senior Mechaoic
Welder
Welder
Director of HLJ'Mn ResOW"Ces to 1/15
HR Analyst al 1211199 for above
Hwna.n Resotl'Ces Anatyst
H'""8n ReSOU"cos Analyst
Hi.man Re:sOl.l'ces Al\afyst
Alrnln Reoo<rces Anlstart
Htman ReSOlRes Manager
Sr. Himan Resol.rces Analy<I
Hll'Mll RosOl.rl:es Asslstanl
Proj«I Speciall•I
Human Resa1ces AsJlstanl
Human ResOlrces Asslstart
odfd budget for )osway
H'"""" Resot6cu Assislart
Intern
Soloty I Erner Resp Manager
Safely R"llf ...... &tive
Sofcfy Representative
Project Speciaisl
Project Spec:lalst
530 Toi"' odfd budget for )oswoy
610 610 Dnd0<01Tedncol Services Oi"'cl"' of Toclricol Services
610 610 Ubeklnl, Amil
110Tolal
620 620 llroolcs, R-.Oco A.
620 620 Moore, Michael 0 .
620 620 Hiner, Doini'e E.
620 620 Nguyon, Hal
620 620 Sokamolo, Ken A.
620 620 McCorthy, Michael E.
620 620 Ha_,, LKOl/ln
&ZO 610 Moro~. Torn 8.
&20 &10 Sleams, Karan I.
620 &10 Thomas, Clwistina M.
410 410 McNoty, PatriclcW.
620 620 Marselo, Rose M.
620 620 Moore, Marion C.
620 620 Armslrong, Jeffrey L.
620 620 Mengel, Michael J.
620 620 Baroldl, Loyne T.
820 820 Collson, Usa.
620 620 Colston, James E.
640 640 VitXo, T1deo G.
620 620 O'Brlon, Fred J.
620 620 Holl"'IY, Wanda R.
620 620 Geringer, Thomas V.
620 620 Robertson, George L,
620Tol"'
'30 810 -. GrlflOIY B.
630 630 Cerr¢ol, James A.
630 630 Dinger, cnitio S.
630 630 Phonsiri, Val'fl
630 630 Rood, Chartos E.
630 630 'lttjt....,,, Norman M.
630 630 M-..y, Serruel L.
630 630 Bklostoin, Lewie S.
630 630 C/11stensen, Kint>erly c.
Exec:U.lw AssistarC I
trsf deble lo 730 • 2.DO
Associale Engineer II
Env. C~ance & Monilor Mgr
Envirornertal Spociaist II
Envirornental Specials! II
Enviromenlal Specialst 11
Environmental Anoly<I
Environmental Management Sp"51'
lnlom
lnlom
lnlem
Serior Mrin. Asslst•rt
Office Specials!
Office Specialist
Pr. Environmental Specieisl
Pr. EJMronmeml Speci-
Roptory Spociolsl
Replory Speciaist
RoP!ory Spedaisl
Soiree Control Inspector II
Scientist
Secretouy
Senior Envirornantal Speciaisl
Senior Scientist
lnlom
Lob Analyst
LobAnatjst
Lab Analyst
Lab Analyst
Lob Analyst
Lobonltory Manager
Loboralory Slc>eMsor
Labonllory 5'4>o<visor
38.50
6.50
1.00
1.00
1.00 1.00
1.DO 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
0.50 0.50
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.DO 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.DO 1.00
1.00 1.00
~ 1.00
--~32~.5=0 ~ ___ 2~9~~5~0·
1.00 (0.50) 0.50
1.00
1,00
0.75
1.00
1.00
050
6.25
1.DO
1,00
a.so
1.00
0.50
1.00
1.00
0.75
1.00
1.00
0.50
6.25
1.00
----'4.~7~5 ----'l~.o~o ----...!:!!!!.
1.00
1.00
1.00
1.00
1,00
4.00
1.00
1.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1-50
___ 5._5_o ----'6~.o~o ~
1.00
___!.:2Q.
----=2.~00~ ~
1.00
1,00
1,00
1.00
1 DO
1.00
1.00
0.50
0.50
0.50
1.00
1,00
1.00
1.00
1.DO
1.00
1.00
1.00
1.00
1.00
1.DO
1.DO (1.00)
7.50
1.00
1 00
2.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
0.50
0.50
100
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1 00 1.00
19.50 ___ 2_1_.5~0 ~ ___ 2_0_.50_
o.so
1.00
1.00
1.00
1.00
1.DO
1.00
1.00
1.00
Page 2 of 7
0.50
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
5-Year
sta""O
Pion
2000-2D01
1.DO
1.00
1.00
1.00
1.DO
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.DO
1.DO
1.DO
1.00
1.00
1.DO
1.00
1.00
1.00
1.00
1,DO
1.00
29.50
1.00
1.00
1.00
0.75
1.00
1.00
0.50
6.25
1.00
1.00
1.00
1.00
4.00
1.DO
1.50
1.00
1.00
1.00
1.00
1,00
$.Year
stalllng
Pion
2001-2002
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.DO
1.00
1.00
1.00
0.50
1.DO
1.DO
1.00
1.00
1.00
1.00
1.DO
1.00
1 DO
1.DO
1.00
28.50
1.00
1.00
1.00
0.75
1.00
1.00
0.50
6.25
1.00
1.00
1.00
1.00
4.00
1.00
-usorReason
9S-99 budget 2.75 HRA, not 3.0
1.50 New Po#llon, Sof&ly Specialist
1.00
1.00
1.00
1.00 Transfer from GSA
---'1"00~ Transfer of Flanagon to TIRll-s position
----'~~5~o ~
1.DO 1.00
1.00
2.00
1.00
1.00
1.00
1.DO
1.00
1.00
1.00
0.50
o.so
0.50
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.DO
1.00
1.00
20.50
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1,DO
1.00
100
2.00
1 DO
1.DO
1.00
1.00
1.00
1.00
1.DO
0.50
0.50
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
100
Z0.50
Transfer 0.5 nE from 610 lo &20
Transf• 0.5 FTE from 810 to &20
Transfer 0.5 FTE from 610 lo &20
Buyc<.t, Oelelo position, JIJy 31
0.50 Transfer 0.5 nE from 610 lo &SO
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
D7~ 9:D8AM
IAgend.: Illes • V.:mey: Bold • Reorg; °'3Y Sha.de • New Position
New Ortg
Bus Bus
Uni Uni Emp!oxoo N..,.. Job Tille
630 630 McGee, Oiorles D.
630 630 T-y. Dariol R.
630 630 Ri-. Jije A.
630 630 w .... on. Kathy L.
630 630 Pi111, Antonino
630 630 P1Hon, Kim
630 630 Rozenstroten, -"" J.
630 630 Tsai, Y"
630 630 Yohya, Moyosar T.
630 630 Jc><*, Pebicie L.
630 630 Bel, Derise A.
630 630 Klr<lrler, Unda L.
630 630 L_.,ndo, Nonno C.
630 630 Undet, Debonlh L.
630 630 Loyo, Mlr1em
630 630 McKinley, Lor1nda
630 630 Nguyon, Cem a.
630 630 Poeske, Dione E.
630 630 Salgado, Hetty R.
630 630 Velencio, ~
630 630 Von Wlndtemam, Mloilld
630 630 G.lvez, Elaine
630 630 Gerdes, Jom H.
630 630 Myen, Down K.
630 630 Rabago, Edcie
630Talal
640 640 Kawomoto, Mart< H.
640 640 T-. Mort< A.
640 640 P-er. Clvistophe M.
640 640 Sohonekl, Roya
640 640 Wobr, Thomas
640 640 Zedek, Michael I.
640 640 Evongolsta, Jeny F.
640 640 RenesCll, Mtana
640 640 Becerra, Maria
640 640 Kader, Hamel
640 640 Leisten, Cherie M.
640 640 MltdlOI. Beatrice A.
640 640 Nguyen, Hoenit-O•m T.
640 640 Spassoff, PatJ M.
640 640 Clvistensen, Kely J.
640 640 ~. James L.
640 640 T111n, Jone H.
640 640 Von Wlndtom.m, Lalnl A.
640 640 Canico, Deon M.
640 640 Chavez. Arnold G.
640 640 Dollidson, James R.
640 640 ~.Tome.
640 640 le, OUSlin
640 640 M11lenon, Mh:lwll D.
640 640 Mon1son, Frances C.
640 640 Reldoler, Michael
640 640 Seller, Merr11F.
640 640 ~.Mary S.
640 640 Telebl, MaNn
640 640 Benzie, James P.
640 640 Dewitt, R-ld L.
640 640 Enis, l>Mel S.
640 640 Foley, Tomothy D.
640 640 Brown, Michael C.
5'0 Tolal
710 710 LucMn. Dollid A.
710 710 c.in, Gell A.
710 710 Cho~. Cor1ne M.
710 Toi.al
720 720 Bi-. Brian
720 720 Patel, Sejol
720 720 Sevenancl, WertOiT.
720
720 720 loon, An<hi
720 720 Mileo, Kathleen T.
720
720
no 120 Ying, Moms c.
720 720 EloH, Jeri L
720 720 &oles. Jose l.
720 720 N-. ~ D.
720 720 Partier, Joen e.
720 720 Bellomausen, Jean L.
i..boflllory &4>«11isor
i..boflllory &4>er\/isor
Office Spaciaist
Principal Lab, & Res. Analyst
Project Specialist
Scientist
Sclri51
SCientlst
SQ enlist
Secretary
Senior Lab Analyst
Senior Lab Analyst
Senior i..b Analyst
Senior Lab Analyst
Senior Lob Analyst
Serior Leb Analyst
Senior Lob Analyst
s.nlor lab Analyst
Serior i..b Analyst
s.nlor Lab Analyst
Senl..-LOb Anaiyst
Tec:lvical Serl/ices Assistart
T ec:lvical Serl/ices Assisi art
Teclrical Serl/ices Assistart
T ec:lvical Services Assistart
Associate Engineer II
Associate Engineer II
Associate Engineer Ill
Associate Engineer Ill
Associate Engineer Ill
Associate Engineer Ill
Engineering ~·Of
En!jneering &4>eMsor
Office Specialist
Office Speciaist
Office Spedaist
Office Speciaist
Office Specialist
Office T echnieian
Pr. Enllirormmal Spedalst
Pr. EtMrOM\enlal Specioisl
Project Speciaist
Secretary
S-ce Cortrol Inspector II
S-ce Cortrol Inspector II
Sowl:• Corool Inspector 11
Sowl:e Cortrol Inspector II
Sotrce Corool Inspector II
SolRa Cortrol Inspector II
Sowce Corlrol lnsj)ector II
Soln:e Comol Inspect..-II
Soone Comol Inspector II
S-Ce Corool lnsped..-11
S-Ce Cortrol Manager
S-Ce Conrol ~
Soone Cortrol Tedi
Sou'ceCortrolTedt
S-C.ConrolTedt
T eclri~ Senilces ASslscart
Director of eni;neen1111
EncUM! Assislorc I
MINlgernert Analyst
Associate Engneer II
Associate Engineer Ill
Associate Engineer Ill
Engineer
Engineer Aide 11
~Aldell
Engineer Aide II
Engineer Aide II
Engineer Aide Ill
1998-.99
Budget
stall Plan
34.25
36.75
3.00
Actual
FTE
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
0.50
1.00
1.00
Oe~sion
Pkg&
Approved
Vacancies
Budget
staffing
Plan
1999-2DDD
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
0.50
1.00
1.00 u,.,.."'
,~· i.oo '
1.00 1.00
0.50 0.50
0.50 0.50
0.50 0.50
~~~3~1~.o~o ~ ~~~3~2~.o~o
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
075
33.75
1.00
1.00
100
3.00
1.00
1.00
0.75
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Page3 of 7
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.75
33.75
1.00
1.00
1.00
3.00
1.00
1.00
0.75
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
5-Year
Slatllng
Plan
2000-2001
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
0.50
1.00
1.00
0.50
0.50
0.50
32.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.75
33.75
1.00
1.00
1.00
3.00
1.00
1.00
0.75
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
5-Yur
Sia~
Plan
2001-2002
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
0.50
1.00
1.00
1.00
1.00
0.50
0.50
0,50
32.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
0.75
3175
1.00
1.00
1.00
3.00
1.00
1.00
0.75
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Status or RU50l1
Need to d$Ce anolher J.5 FTEs to got
to !>-Year staffing pion run>ers
sae 93-99 lncr of 4 FTE, disagroo WJ ebow
07Al5/2000 9:08 AM
Legend: lilllcs • V~ Bold • Reorg; GRiy Shade • New Posttion
-0!1g Bus Bus
Uni u.. E!!!!!oyoo Name Job Tllo
720 120 Howard, Jil A
720 120 SI-. Douglas M.
120 120 Herberg, Jomes D.
120 720 Winsor, Charles F.
Enj;neertng Assoclolo
EniJnooring M1negor
Englnoering ~Ell\ll~ &.\'>eM"':'
1998-99
Budget
Stall Plan
Actual
FTE
1.00
1.00
1.00
1.00
Decision
P1<g&
,<wroved
Vacancies
Budget
Staffing
Plan
1999-2000
1.00
1.00
1.00
1.00
S-VHI'
Statllng
Plan
2000-2001
1.00
1.00
t.00
1.00
~Year
Slallklg
Plan
2001·2002
1.00
1.00
1.00
1.00
St~us or Re-uon
720 720 Gow, J;ll L lntem o.so o.50 o.5-0 o~ 111~~~~a1~~~~~~1am~~·~~,~~~~~~iS!1~~~·~·~~~!@!i.im!llimll'QIDB=a~m '720 720 llordoris, AlllJe Prjncij>oJ &4l1nHringAssoc.. 1.00 1,00 1.00 t,00
720 720 ~. Robert L. PrindpOI &4l1neering Assoc, 1.00 1.00 1.00 1-00
720 120 Harris, Jomes R. Principal &4l1noertng Assoc. 1.00 1.00 1.00 1.00
120 120 Moy, Derris Prindpol &4l1neoring Assoc. 1.00 1.00 1.00 1.00
720 120 Rycnaw, Richard J. Princ:ipol &4l1neering Assoc. 1.00 1.00 1.00 1.00
120 720 Orel, Janot K. Secn!lary 1.00 1.00 1.00 1_00
720 720 Mitchel, P&UA Saicr&4l1neer 1.00 1.00 1.00 1.00
720 720 Pampst Alvin B. Se!Wor &4ll....,. 1.00 1.00 1.00 1.00
120 720 Thomslo, JOOll.lllell I(. Serlor Engineer 1.00 1.00 1.00 1.00
120 Tolal 27.25 ---'28.=25-. _-1:!!! ll.25 '---'3~5.,,.2-.5 ---'ll.2=5-. \,,,p,~:12.25 ~32.25127~) , ... -,.,.,.,,,.-,,,.,,-,,_,._,-,
730 730 Bod<, Michael C. Conslructlon Inspector 1.00 1.00 1.00 1.00
730 730 Boyer, R._,., F. Conslrucllon Inspector 1.00 1.00 1.00 1.00
730 730 Doss, Jony L. Construction Inspector 1.00 1.00 1.00 1.00
730 730 Ecldes, Leslie W. Conslrucllon Inspector 1.00 1.00 1.00 1.00
730 730 H .. 111,WilamW. ConslrUc:tionlMj>ector 1.00 1.00 1.00 1.00
730 730 Kittrol, Evorolte B-Construction IM1>0ctcr 1.00 1.00 1.00 1.00
730 730 Kovondo, EdWard R. ConslNcllon Inspector 1.00 1.00 1.00 1.00
730 730 McLomono, L1nyW. Construction Inspector 1.00 1.00 1.00 1.00
730 730 Savola, Efrain G. Construction IMjleetor 1.00 t.00 1.00 1.00
730 730 -· Moriquo Construction Inspector 1.00 1.00 1.00 1.00
730 730 Undor,JomD. ContrudionManeger 1.00 1.00 1_00 1.00
730 730 ~. Dalltd H. Engineer 1.00 1.00 1.00 1.00
730 730 Follonsteln,JomB. Engineer 1.00 1.00 1.00 1.00
730 730 Asher, Dean M. Eni;neer 1.00 1.00 1.00 1.00
730 730 Mi.thy, Umosh N. Engineer 1.00 1.00 1.00 1.00
730 730 Vecancies V11<:1ncie• 1.00 1.00 1.00 1.00
730 730 Firias,Ylnil<oE. EngineerAidel 1.00 1.00 1.00 1.00
730 730 Pan, Patricl< T. Engineer Aide Ill 1.00 1.00 1.00 1.00
730 730 C-s. L~sA EnJljneeringAssociato 1.00 1.00 1.00 1.00
730 730 Sa.-..:U,CesarL. EnglnoetingAssodete 1.00 1.00 1,00 1.00
730 730 Cervelone, Clvis A Engineering S\c>crlltsor 1.00 1.00 1.00 1.00
730 730 He~. Tod E. Engineering S<c>eMsor 1.00 1.00 1.00 1.00
730 730 -.Z, Barbara J. Office Spoc;eisl 1.00 1.00 1.00 1.00
730 730 Merchllgiono, Dellble F. Office Spectoisl 0.75 0.75 0.75 0.75
730 730 Kill<, S4aley E. Project Specieist 1.00 1.00 1.00 1.00
730 730 Pell<er, RORlldA ProjectSpecieisl 1.00 1.00 1.00 1.00
730 730 Coftnlnts, l.Jnd9 D. Secnilary 1.00 1.00 1.00 1.00
730 730 ~ .... Michllel J. Senor Construction Inspector 1.00 1.00 1.00 1.00
730 730 lojl, F1oriM Senor ConstrucliOll Inspector 1.00 1.00 1.00 1.00
730 730 L1whon,JamesD. SenorC-onlnspeclor 1.00 1.00 1.00 1.00
730 730 Mentink, Wayne L. Serior Construction lnsp<ctor 1.00 1.00 1.00 1.00
730 730 Peten,RoberiH. SeriorConslruclionlMjleetor 1.00 1.00 1.00 1.00
730 730 Rey,O.lltdL. SaricrConslrUc:tionlnspector 1.00 1.00 1.00 1.00
730 730 SoUlages, ~ R. Safier Canstrudlon Inspector 1.00 1.00 1.00 1.00
730 730 Tluo,GeorgeM. SeriorEngi,_ 1.00 1.00 1.00 1.00
730 730 Krte, TenyW. SpvsrCanstrudlonlnspedor 1.00 1.00 1.00 1.00
730 730 Lee, Chorles G. Spvsr Construction Inspector 1.00 1.00 1.00 1_00
730 Total lrsf dobble fram 810 • 38 38:00 ---'3"'5_"'7.=.5 ----1,!!!!_ 36.75 36.75 36.75
810 810 Ooten, Robert Director of Opcntions 1.00 1.00 1.00 1.00
810 810 Magnolia, Patricia J. Execmve Assislant I 1.00 1.00 1.00 1.00
110 Tolal 2.00 ---=2c:.:.oo=.o ----2.0D 2.0D 2.00
820 820 H-ngton, Micholo R. Associate Engineer Ill 1.00 1.00 1.00 1.00
820 820 Bl1'111, ShoblJir S. Engineer 1.00 1.00 1.00 1,00
820 820 H__,, David D. Engine« 1.00 1.00 1.00 1.00
820 820 Pwnscn, Gl9gQ T. Sciri!I 0.25 0.25 0.25 0.25
820 820 E-. Moll<A EnglneertnoMonegor 1.00 1.00 1.00 1.00
820 820 sctMm, Y-.e L. Envltornenal Spedoisl II 1.00 1.00 1.00 1.00
820 820 M1m"'8Z, David J. lnlem 0.50
820 820 ~son. C..olyn L
820 820 Knlemor, Lowoence P.
820 820 Coins, Barblra A
820 820 Heinz, Michael L.
Sktelory
Serlor Engineer
Senior Anendol Analyst
Sarior Scieo!lsl
1.00
1.00
1.00
0.25
1.00 1.00
1.00 1.00
1.00 1.00
0.25
1.00
1.00
1.00
120Tolal
830 830 Coak, Doug Op.alons II~. Cook
11.25 ---=9.~DO.=. ----1,!!!!_
D.33
10.00
0.33
1.00
1.00
1.00
1.00
1.00
9.25
D.33
1.00
1.00
1.00
1.00
1.00
---=9.::25.=. J0Veron&YearSt11ft'mg Pliritn :ZOOO:Oi, 01~
D.33
830 830 F'*5, John P.
830 830 Brown, Sl1errel D.
830 830 Fi_,, Kalhy K
830 830 Ra~. Victoria L.
830 830 Babolelvori, Mohanmad A
830 830 Gerton, Slophen e.
830 830 Lonon, M°"'A
830 830 Mo~er. Theodore M.
830 830 Wade, Ronald L.
830 830 Doelderer, Thomos D.
830 830 Riccordo, Rihl
830 830 Barrett, Michael J.
830 830 Boyd, Moll< S.
830 830 Cortez, Ronald c.
Sr. Openllons SuptJVlsor, Fnlas
Control Center Clertc
Corirol Coner Clertt
C«lrol Corter Clot1t
Clpofations ~-
~ons ~sor
Operations~-
Operelions ~-Oper9tlons ~sor
Operolor In Training
Openitcr In Trailing
Ptent Operator
Plant Operalor
Ptonl Operator
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Page 4 of 7
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Buyo<l, Delete position, Mon:ll 31
07A)51200() 9:08 AM
Legend: hies •Vacancy; Bold • Reorg; Gray Shade • New Position
Now Ortg
Bus Bus
Uni Uni. Eircilap! Name Job llle
830 830 Davis, Jade L.
830 830 Hoeng, Tyler T.
830 830 Leclvler, Jesse J.
830 830 Lester, Edwin M.
830 830 Mendez, Thomas J.
830 830 Mtophy, Tracey L.
830 830 Plolong, Odaze
830 830 Wikerson, Dar1ene
830 830 Wong, Ken H.
830 830 Zeier, PatJa A.
830 830 Feny, Cynhia L
830 830 Bents, Michael A.
830 830 c.ntlo, Palrtdl M.
830 830 Dl.m, Craig o.
830 830 LH, TOii)' S.
830 830 Mansel, Selwyn D.
830 830 Mccam, Jomes
830 830 Reed, C11ar1es L.
830 830 Roberts, Mart< M.
830 830 Sekamolo, Sench A.
830 830 Spart<s, Dale E.
830 830 Vuong, Michael
830 Total
840 840 HHlz, David R.
830 830 Cook, Douglas L
840 840 Lebrul, Joan M.
840 840 Livingston, Robert A.
840 840 Kerels, Dean R.
840 840 Baxler, Arthony
840 840 HllWkins, Warren S.
840 840 Kovoldis, Jolvl
840 840 Michno, Robert
840 840 SclUlz, Frarl< G.
IUO IUO Vacancies
840 840 ~. CIOI V.
840 840 -cua. Gerardo
840 840 Baqel, Waqar A.
840 840 Beadi, cart E.
840 840 Bihl, David A.
840 840 Chavez, Frarl<
840 840 Dysart, Doug M.
840 840 Givan, Tyrone C.
840 840 Hlllrison, Hylan D.
840 840 Klzanls, Robert G.
840 840 McGrath, Peter
840 840 Moine, Wllam M.
840 840 Moms, Robert M.
840 840 N1nOZ, Lydia
840 840 Pedcham, Kevin R.
840 840 Plesclo, Richard 0.
840 840 RHd, a..s L.
840 840 T-tr. ChrislOIJhe R.
840 840 Wigington, La......,.e A.
840 840 Woodward, Jeff W.
840 840 LoSlrdo, Unda
840 840 Biele, Catherine M.
840 840 Brown, Peter H.
840 840 Davidson, Glen E.
840 840 Elo, Jomes M.
840 840 Hauser, Doug W.
840 840 HID, Thomas A.
840 840 Kenerson, Roger A.
840 840 Pierce, Wilam F.
840 840 Remnon, Lym L
840 840 Spear$, James
140 Tolal
850 850 Raclca, Jom A.
850 850 Whe-. Ryal L.
850 850 Chafe, David M.
850 850 Miranda, Dario! R.
850 850 Nordgeri, Kort U.
850 850 TI...ie, Jomes G.
850 850 Wlkerson, I.any R.
850 850 Jones, Gerald R.
850 850 Walson, Simon L.
850 850 Chairez, Sergio
850 850 R~. Alan D.
850 850 Zuccolo, SIMno c:
850 850 S...wn, Moira E.
850 850 Chapman, BNce A.
850 850 Colamonico, Tlmolhy
850 850 Hams. Rancty E.
850 850 Key, Jeffrey L.
850 850 Aolds, Joarie M.
850 850 Cordova, Plilp F.
850 850 Jacobson, Tod H.
Planl Operalor
Plart Operalor
Plart Operalor
Plant Operalor
Plant Operalor
Planl Operator
Plart Oporalor
Plant Operalor
Ptart Operalor
Planl Oporalor
Secretary
Senior Plant Operalor
Senior Planl Operator
Senior Plant Operator
Senior Planl Operolor
Senior Plart Operalor
Senior Planl Operator
Senior Ptonl Operator
Senior Plant Operalor
Senior Plant Operalor
Senior Plant Operalor
Senior Ptort Operator
Sr. Operallons ~or. Heinz
Operallons Manager, Cook
Control Center Cieri<
Control Center Cter1<
E.ppmont Operalor
Operations S\4lervisor
Operations S\4lervisor
Operations S\4lervisor
Operations S\4Jervisor
Operations S\4lervisor
Vacancies
Operalor In Training
Plant Operator
Plart Oporalor
Ptart Operalor
Planl Operalor
Ptort Oporalor
Plant Operalor
Planl Operalor
Ptart Operalor
Plart Operator
Ptart Operalor
Planl Operalor
Plart Operator
Plant Operalor
Planl Operalor
Plant Operator
Planl Operolor
Planl Clperalor
Planl Operalor
Plant Operalor
Secretary
Senior Ptonl Oporalor
Senior Planl Operalor
Senior Plant Operalor
Senior Planl Operalor
Senior Ptort Operalor
Senior Planl Operalor
Senior Planl Operalor
Senior Planl Openilor
Senior Planl Operalor
Senior Ptart Operalor
Foreman
Foreman
Lead Mechanic
Lead Medlanic
LeadModlanic
Lead Mechanic
Lead Mechanic
M11tntenance Manager
Mainlenance ~sor
Mechanic
Mechanic
Mechanic
Office Specialst
Project Specials!
Project Speciaisl
Project Specials!
Project Specials!
Secretary
Sol'lor Malol"""nce Worl<er
Senior Malnl<nonco ~er
1998-99
Budget
staff Plan
37.00
43.00
Aclual
FTE
1.00
1.00
1.00
1 00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
33.33
1.00
0.3J
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1_00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Decision
Pl<g&
Approved
V.ac~c.lttS
1.00 (1.00)
Budget
stalftng
Plan
1999-2000
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1-00
1.00
1-00
1.00
1.00
1_00
1.00
1.00
JJ.JJ
1.00
0.33
1-00
1-00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1-00
1-00
1.00
1.00
1.00
1-00
1-00
1.00
1.00
1.00
1-00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1-00
1-00
1-00
1.00
1.00
1.00
1.00
1-00
1.00
1.00
~--4~0~.3~3 _____l!:!!!!I ---'3~9~.3~3
1.00 1.00
1.00 1-00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1 00
0.50 0-50
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1-00
1.00 1_00
1.00 1.00
1.00 1_00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
Page 5 of 7
S.Year
stamng
Plan
2000-2001
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
34.33
1.00
0.33
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1_00
1_00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
37.3J
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
~Year
staffing
Plan
2001-2002
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00 Buy<U, Dole!• po<ltlon, March 31
1.00
1.00
1.00
BuyO<t, Dolele position, April 1
___ 34_._3_3 I ca mot go iib<Mi s. "'"to &i)iili;b. <:<>aldi.'33 I >
1.00
0.33
1.00
1.00
1.00
1.00
1.00
1.00
1.00 ~~~a....{:lo ."
~ 2 1• OYer by llne PoSlllons; some
1.00 Qpenilors COl*I be lnlnslomd lo pllnl one
1.00 due to """1ngo.soo nMsed 96-99plon, +3
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1-00
1.00
1.00
1_00
1.00
---'3"'5"'.3"'3 can go to 38 38 38, see rev 96-99, loss buy Olt
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
07~ 9:08AM
L_.i: lolcs • Vacancr, Bold• R-ir, Gray-• Now P-
-Ottg ... -Uni U... EmploYH Namo Job Tiiie
850 850 M-.Y. Pal.I J.
850 850 ~.Luis A
850 850 M1son, CwUs R.
850 850 McReynolds, Roland T.
850 850 Romey, Kevin
850 850 Reews, Richard
850 850 Wiison, Michael
850 850 Anlnet1. Sergio A
850 850 Allston, Einllo
850 850 Bowdy, Patrick F.
850 850 Deca!ilro, Absalon G.
850 850 Filos, Robell F.
850 850 Fonlell, Daniel C.
850 850 Gltllnd, ~
850 850 Hendy, Roy A
850 850 Llzorel<, LOITY E.
850 850 L-. Hef'fY E.
850 850 MllC1hew5, Teny A
850 850 Mey, Todd A
850 850 Mltlcovich, Jom
850 850 Part< Jr, Joseph w.
850 850 P-on. E-L.
850 850 Schaep, R.-
850 850 S111'4'son, Donald o.
850 850 Towns, Shane A
850 850 Usher, David A
l50TOCal
860 860 Baum, llny
860 860 F'c*, R-S.
860 860 He~ves. Richard B.
860 860 Hinslllw, R01'81d J.
860 860 Hiner. Jom J.
860 860 lur:eNI, Efran G.
860 860 M~. R.-J.
860 860 Mclltlde, Scott M.
860 860 McB'oy, Tonvn E.
860 860 Myer, Jom T.
860 860 N-. T111111 T.
860 860 Nicolls, Dan P.
860 860 -·· seven o. 860 860 Rogan, Donald w.
860 860 Russel, Rick B.
860 860 Sainas, Vidor A
860 860 Sl11'4'SQO, -E.
860 860 &Dh, ~I<.
860 860 Wtlle, Cllarlos
860 860 Wiison, Mort< S.
860 860Z...,.s.0""11ri
860 860 Clldone, Oanlel R.
860 860 Clt1aun, L .. nch P.
860 860 TucUr. JOMph
860 860 Viii-. Dale J.
860 860 Alop, Jo-E.
860 860 Awty, llmolhy R.
860 860 Ching, .lie I<.
860 860 CNlson,J1mesW.
860 860 Cordel, Sleven A
860 860 F~. Victor M.
860 860 -· H.-t A 860 860 H1 .. er, James E.
860 860 Henlgstad, C811 A
860 860 Hoftrd, Sleven E.
860 860 Malk, IMlern s.
860 ll60 MIU, Miik
1160 860 N-. H\lln Hoang
860 860 Ol>org, Kemeth C.
860 860 Rea, Rory
860 860 Slepherls, Jom D.
1160 860 Tews, Richard J.
860 860 Waln, Wllam W.
ll60 860 Aelllfl•. WBl/00 w,
860 860 Basgal, Timothy 0.
ll60 860 (onimor, L~ T.
860 ll60 Rlploy, Glen
1160 860 Clll1c, James B.
ll60 860 Iberra, Josa R.
860 860 51\H, MlchHl A
860 860 JonlS, GorWd R.
860 860 a..i.ue, George A.
860 860 Ramoy, Kemelh l.
860 860 Gerdes, Flcnnce L.
860 860 Broob, Peny D.
860 850 Blntl, Slephen J.
860 860 Lebrun, Benwrd M.
860 860 ~. E-ett l.
860 860 O'Neil, Cynlllle A.
Senior Mllltorw.ce Wool<er
SeniorM-noew-
Sori« Mointenonce Woncer
Soriot Mlllnl.,.nce Wod<er
Sefior M1lnlenance W-
Seniot MonlenonceWO<ter
Senior M1lnlenonce Wool<et
Senior Meclllnlc
Senior Mechenlc
Senior Meclllric
SeniorMecl1el'lc
SeriorMechllic
SeniorMedllnlc
SeniorMecllll'llc
SenlorMect8nic
SeniorMocllenic
Senior Mechanic
S.WorMocllenic
SeniorMecl1el'lc
Senor Mechanic
Senior Mechenic
S.Wor Mocllonic
Setiior Mechanic
Senior Meclllnlc
Senior Mecllanic
Senior Meclllnic
Eledrtcal Mice Worl<ef
Electrical Tech I
Eleelricel Tech II
Eledrical Tech II
Electricel Tecll 11
ElectriceJ Tecll 11
Electrico\ Tech II
Eledl1cal Tech II
Electricel Tecll 11
Electrical Tech II
EledrlceJ Tech II
Eledrlcal Tech II
Electricel Tech II
Eledrtcei Tecll 11
Eledricol Tocll 11
Eletfrlcel Tech II
Eledrle8I T ecll 11
EIKlriceJ Tecll 11
Eletfl1ce\Techll
Electrical Tech II
Electrical Tech II
F_,,
Forenwn
F-
lmtn.rnerUtion Mice WoriLer-
IMlnmonteUon Tech II
lnstnme!tlllon Tech II
IMtnnlenletlon Tech II
in91nrnerCalionTechll
lnstnmertotionTechll
inllrlmoftetJon Tecll 11
lnstnmenlotion Tech II
IMlnmetettion Tech II
lntlnmerUllonTechll
lnstn.n.UHonTechll
lnsln.IY*tlllionTechll
instnmerUllon Tech II
lnslnftWtllionTechll
lnslnftWtotionTechll
lnstn..-etionTecllll
lnstnmerUllon Tech II
~etionTecllll
lnolrllnertetionTecllll
l .. d Elec Tech
lead Elec Tech
Leid Elee Tecll
Leod Eloc Tech
Leid lnstrwnert1tion Tech
L01d ~etion Tech
lead lnstJvnatlllon Tech
Mlinlorw.ce Monager
MairtenMlCe ~
Mlinlenenc:• 5'4>eMsor
Office Tech'idan
Projec:( Specillst
Project Sped-
Project Specillst
Projtct Specialst
Se<tetory
1998-99
Budget
SlalfPlan
52.50
Actual
FTE
Decision
Ptog&
Approved
Va cane-Its
Budget
stalling
Plan
1999-2000
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
~--'~5~.s~o ____ _ __ 4_5_.5_o
1.00 1.00
1.00 1.00
1 00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
100
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
050
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1 00
Page 6 of 7
(1.00)
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
100
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
45.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1,00
1.00
31alus«RHSOl'I
___ 4_5_.511_ jeamo1goabove45.S due to tiuyoots
1.00 sb 47.5 46.544.5
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
0.50
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Buy<U, Delete position, Aptt 15
Buy<U, Delete position, J~ e
l!uyoli, Delete posillon, Moy -rr
07'°5/2000 1:08 AM
L8Q9nd: lalcs • Vac..cr. Bold • Rec:q: Gray Shade • New PoslUon
Now Ortg
-Bus Uni Uni Employoe Namo Jab 'DUii -T-170
llO
870
870
870
870
870
870
870
870
870
870
170 ZoRymkl, \/lclor
llO Cook, 'DoUg
870 Befver, Lony
87D Bemer, Sldp E.
870 Btlseno, Anorio
870 Chesebro, Gregory L.
870 Leong, Fronk A.
870 Nelson, Kenl C.
870 Pone, 'Miiam A.
870 T~. RlelllrdA.
870 Von Voont, Dcrekl B.
870 Y-h. Ernest N.
llr. Oponlloi1s ~..,,isor, ZotDlsld
Oponllons...,_, Cool!
Pllrc> Power Operolor
P11rc> P""9f Openlor
Pllrc> p....,.. Operotor
Pllrc> Power Operolor
Pllrc> Power Operator
P11rc> POIW9r Operotor
Pllrc> P-Operolor
Pllrc> -Opoqtor
Pirre> P-Opoqtor
Pirre> Power Operolor
1998-39
Budgot
stall Plan
Actual
FTE
Decision
Pkg&
Approved
Vacancies
Bud gel
staffing
Plan
1999-2DDD
S.Year
stafftng
Plan
2000-2DD1
---'5~8."'50~ ----'5~7~.50~ ~ -~~55~.5=0 ---'5~5~.5~D
1.00 1.00 1.00
0.34 0.34 0.34
1.00 1.00 1.00
1.00 1.0D 1.00
1.00 1.DD 1.00
1.0D 1,00 1.00
1.00 1.00 1.00
1.00 1.00 1.00
1.00 1.00 1.00
1.00 1.00 1.00
1.00 (1.00)
1.DD _--1.QQ. 1.00
5-Y.,..
Slafftng
Plan
2DD1-20D2
55.50
1.00
0.34
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Stitus or Reuon
I CalilOl llD abOYi 55.5 4ii IO IJU9W$, 56.5
170Totol __ _,1_,_,1."-00"' ----'1"-1 . .:::34::. ___j1:!!.Q) 10.34 1D.34 10.34 lc..-_go.._ID-lo~
880 880 t>M, Tony H.
880 880 -· Joffl9y 880 880 Torres, E-rd M.
880 880 Hnd, Erice L.
880 880 Ip, Klis
880 880 Dao, CNoe D.
880 880 Velasco, Marco Polo S.
880 880 Hass, Hejga M.
880 880 Kogan, Vlacimr A.
830 830 Ratledge, Eclwin D.
1.00 1.00 1.00 1.00
1.DD 1.00 1.00 1.00
1.00 1.00 1.00 1.00
0.50 (0.25) 0.25 0.25 0.25
0.50 (D.25) 0,25 0.25 0.25
1.00 1.00 1.00 1.00
1.00 I.DD 1.00 1.00
1.DD 1.00 1.00 1.00
1.00 I.OD 1.00 1.00
1.00 1.DO 1.00 1.00
880 880 Rood, Brion K.
HlmOll R"'°'""s M8iy>I
So\ne Coriral Tech ---'1~:0"'0 ___ 1"'-.00= ___ _.1"'.00~ ----'1;:;.oo;;.· .{ 1 abo\19 rellised pion, ..... ttH o IBf In 96-99? ---=8."'0~D ---'1"'0~.0-=-D ~ ---'9"".5=D ---=9.o=5.:.D ---=S:"-5o"' ·1cl.fTen11y 2 oboVo 5-yeai stattlf!Q pion llOTotol
910 910 Miles, Palrick B. 1.00 1.00 1,00 1.00
1.DD 1.00 1.00 1.00 91D 910 Woodslde, Frorme
910 910 Cutllon, Rk:hard A.
910 910 Castilon, Richan! A.
Director of Info. TecMalogy
Exe<:Ulve Assistart I
Project Speclalst __ _,1.:;:.D.=.D 1.00 1.00 1.00 Podlon,..becomevacWll-.d..-
Prcjo<I Speciaist __ _,1.:::.0.=.0 .... 930
910 Total ___ 3._D_D __ _:;:4.:;:.D;::.D 3.0D 3.DO 3.00 PlanmWatdlD311M-;o
920 920 Gela, Neibert
920 920 Sargent, Meinde S.
920 920 Neius, Sharon
920 920 LeM>ke, Howard P.
920 920 Tron, Ht1/ Q,
920 920 Tn111, Ecith T.
120Total
930 930 Hemn, Mike J.
C""lllier Har-re Specialsl
Info SVcs Tech II
Into SVcs Tech Ill
lnformaLion Teclvlalogies Spvv
PrDiJBrrmer
PrC)iJ8rrmer Analyst
1.00 1.00 1.00 1.00
1.00 1.DO 1.00 1.00
1.00 I.DD 1.00 1.00
1.00 1.00 1.00 1.00
1.00 I.DD 1.0D 1.00
___ 1_.00_ 1.00 1.00 1.00
5.00 6.DD 6.DO 6.00 6.00 Plan revised ID 5 a t 113-H ----1.00 1.00 1.00
~~~· •t~~-fil't,~--~~~. 930 930 C•-. Mol11 Pr~ 1.00 1.00 1.00 ..
930 930 Ewngehlo. VldGI S. Pr-1.00 1.DO 1.00 1.00
930 930 Dimly, Rebell S, "'-M81yst 1.00 1.DO 1.00 1.00
930 930 Gemaz,Rt.ih .p,_.......-lyst 1.00 1.00 1.00 1.00 lM!~~~~~~~~mw;~~!!!l!l~~~~mw"mm~~miw.~;;mm~~flW'~~J1%}'m?~~~~~·~~'~~ma~~W§lm11~~~~~~~~~ 930 930 • WIJ""' J. Tolocorrmrl.,;,jj--;_Specioht 1,00 1.oO 1.00
llOT-
!MO 940 Bol, R-M.
!MO 940 C.c!V, Pongsai<ci
!MO 940 Slolrder,JomW.
MO MORaa,~
940 940 H<ln, Pele< M.
!MO !MO Cong, Jtme1
!MO !MD N-. ChroQ M.
!MO Total
950 950 H--., Dal'ld P.
950 950 Steiger, Frri R.
l50 120 Vac1nl
950 9SO ~. Ral>ertC.
950 950 Btoclr, Dorio! T.
9SO 950 Hyder. Sllem>hod
GSO r:;o v..-1n1
950 950 W""'8n, Gary l
950 9$0Wob1ilet,WlbmF.
l50Tat>I
Grand Total
Info 8'n:> Tech Ill
Info SVcs Tech Ill
lnformollon Tocmciooes S!>-
,,.._ Analrsl
Prognimner
Pl'ogntmw Alaly>I
~Anlllyol
AssodoteEngi,.....111
Assodota ~Ill
Ca>tol Sy:rlrt"" Enl/IM<F
Ploflt A&tomoUO!I Monoge<
PrDiJBnmor
Pr-
~"'"'"" """""-Prcloct 5!><ci•l51
__ _;::5.'-"D~O ---=6~.0.:.D ~
1.00
1.00
1.00
1.00
1.00
1,00
1.00
___ 6_.00 ____ . .,;6.o::D=..0 ~
u o
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
---'-'1."'00=----"-1~.oo=-~
542.50 508.75 10.25
98-99 Budgd Plan 542.50
jonly the 1998-99 numbers were changed. No adjustments were carried forward in 1998-99 budget
Originel 5 yeu plan 549.00
Page 7 of 7
~.OD
t.00
1.00
1.00
1.00
1.00
1.00
1.00
7.DD
1.00
1.00
1.00
1,DO
1.00
1.00
f.00
1.00
I.DO
9.0D
518.00
521.50
521.50
a.DO I.DO Plonte-MedlDSo tM-U
t.00 1.00
1,00 1.00
1.00 1.00
1.00 1.00
I.DO 1.00
1.00 1.00
1.00 1.00
7.DO 7.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
1.00 1.00
9.00 9.00
517.25 514.25
515.50 507.50
515.50 507.50
FAHR COMMITTEE Meeting Date ToJt. Bds.
7/12/00
AGENDA REPOltT Item Number Item Number
FAHR00-59
Orange County Sanitation District
FROM: Blake Anderson, General Manager
Originator: Greg Mathews, Assistant to the General Manager
SUBJECT: PROPOSED FY 2000-01 STRATEGIC GOALS WORKPLAN
GENERAL MANAGER'S RECOMMENDATION
Receive and file 2000-01 Strategic Goals Workplan.
SUMMARY
The Strategic Goals Workplan is an annual planning tool designed to assist staff in
reaching best-in-class status. The attached represents an internal tool utilized by
management for the purpose of evaluating major program accomplishments. The
Workplan details projects, programs, objectives and tasks designed to achieve these
District-wide Strategic Goals:
• Consistently Employ Strategic and Tactical Resource Planning.
• Develop and Maintain an Effective and Efficient Workforce.
• Consistently Apply Appropriate Technology.
• Consistently Deliver Excellent Public Health and Environment Protection.
• Consistently Deliver an Excellent Level of Service.
The FY '00-01 Workplan development process is a continuation of our due-diligence
efforts to identify major project undertaken each year. In prior years, both the Board
of Directors and District staff have suggested an increased focus on core business
during the workplan development period. As a result, we continue to refine our
development process to ensure we are attentive to the vital few projects that can
make a significant operational difference. The results of this exercise have shown
that the vast majority of District effort is dedicated to core business, with limited time
available for the re-engineering efforts associated with the Strategic Goals. An
historical look at our Workplan products indicate fewer and fewer pages associated
with each annual revision; yet we believe this on-going development has ultimately
resulted in less quantity but higher quality. It is clear that Strategic Goals are critical
to the success of this agency. It is also clear that as the District re-engineers and
"right-sizes," it will be increasingly difficult to balance the need for strategic goal work
with core business functions.
PROJECT/CONTRACT COST SUMMARY
Not Applicable.
H:\wp.dtalagenda\FAHRIFAHR200<1l2000 Agenda ReportslFAHR00-59.doc
ReYised: 1/5198 Page 1
BUDGET IMPACT
0 This item has been budgeted. (line item: )
0 This item has been budgeted, but there are insufficient funds. 0 This item has not been budgeted.
1:8,l Not applicable (information item)
ADDITIONAL INFORMATION
Not Applicable.
ALTERNATIVES
Not Applicable.
CEQA FINDINGS
Not Applicable.
ATIACHMENTS
1. FY 2000-01 Workplan Report
H:lwp.dtalagenda\FAHRIFAHR2000.2000 Agenda Reports\FAHR00-59.doc
R8'1ised: 115198 Page2
FAHR COMMITTEE
AGENDA REPORT
Orange County Sanitation District
FROM: Gary G. Streed, Director of Finance
Originator: Steve Kozak, Financial Manager
Meeting Date To Bel. of Dir.
07/U/OO 07/19/00
Itern Nuniber Item Number
FAHR00-60
SUBJECT: DECLARATION OF DISTRICT'S OFFICIAL INTENT TO REIMBURSE
THE DISTRICT'S EXISTING CAPITAL RESERVE FUNDS FOR
CERTAIN EXPENDITURES MADE IN ADVANCE OF, AND IN
ANTICIPATION OF, CAPITAL IMPROVEMENT EXPENDITURES, FROM
PROCEEDS OF A FUTURE LONG-TERM BORROWING
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 00-XX, "Declaration of Official Intent to Reimburse Certain
of the District's Capital Reserve Funds for Expenditures Made in Advance for
FY 2000-01 Capital Improvement Projects from Proceeds of a Future Long-Term
Financing."
SUMMARY
Adoption of the "Reimbursement Resolution" will allow the District to use proceeds from
a future long-term borrowing to reimburse capital reserve funds which were used to fund
District capital projects.
PROJECT/CONTRACT COST SUMMARY
N/A
BUDGET IMPACT
D This item has been budgeted. (Line item: )
D This item has been budgeted, but there are insufficient funds.
·D This item has not been budgeted.
[gJ Not applicable (information item)
H:lwp.dtalagenda\FAHR\FAHR2000\2000 Agenda ReportslFAHR00-60.doc
Revised: 8/20/98 Page 1
ADDITIONAL INFORMATION
Under provisions of U.S. Treasury Regulation 1.150-2, local public agencies may use
proceeds from long-term borrowings to reimburse those capital reserve funds which
were advanced to fund preliminary expenditures, such as design, engineering and
similar costs, for capital projects.
The Regulations permit up to 20% of the aggregate par amount of bond proceeds from
a new issue to be used for reimbursement of preliminary project expenditures, providing
the public agency has declared its intent to do so prior to debt issuance.
As part of preparations for a new capital financing program to support the Strategic Plan
Update Capital Improvement Program, it is necessary to update the District's intent to
reimburse reserve funds. Adoption of the attached "Reimbursement Resolution" will
ensure that the District can include monies in upcoming borrowings to reimburse
reserve funds for expenditures made in advance of available COP proceeds. The
Board of Directors has adopted similar Resolutions in 1997, 1998, AND 1999.
ALTERNATIVES
None.
CEQA FINDINGS
NIA
ATTACHMENTS
1. Resolution No. OCSD 00-XX
H:lwp.dtalagenda\FAHR\FAHR2C>00.2000 Agenda Reports\FAHR00-60.doc
Revised: 8/20198 Page2
RESOLUTION NO. OCSD 00-XX
DECLARATION OF OFFICIAL INTENT TO REIMBURSE
CERTAIN OF THE DISTRICT'S CAPITAL RESERVE FUNDS FOR
EXPENDITURES MADE IN ADVANCE FOR FISCAL YEAR
2000-01 CAPITAL IMPROVEMENT PROJECTS FROM
PROCEEDS OF A FUTURE LONG-TERM FINANCING
A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING FUTURE
CAPITAL EXPENDITURES TO BE REIMBURSED FROM
FUTURE LONG-TERM FINANCING
WHEREAS, the Board of Directors, by adoption of Resolution No. 94-81
on July 13, 1994; Resolution No. 97-28 on July 30, 1997; Resolution No. OCSD
98-32 on July 1, 1998; and Resolution No. OCSD 99-08 on June 23, 1999,
previously declared its official intent to reimburse its then existing capital reserve
funds and accounts for certain expenditures made in advance of and in
anticipation of issuing indebtedness for capital improvements to be acquired,
constructed, or paid for, by or on behalf of the District during the Fiscal Year;
and,
WHEREAS, the District ("Issuer") intends to acquire and/or construct, or
otherwise improve, certain capital improvements during Fiscal Year 2000-01, and
later, all as more particularly described on Exhibit "A", attached hereto and
incorporated herein by reference (the "Project"); and,
WHEREAS, Issuer expects to pay certain expenditures (the
"Reimbursement Expenditures") in connection with the Project prior to the
issuance of indebtedness for the purpose of financing costs associated with the
Project, on a long-term basis; and,
WHEREAS, the Issuer reasonably expects that the debt obligations, in an
amount not to exceed $100 million, will be issued, and that certain of the
proceeds of such debt obligations will be used to reimburse the Issuer for
Reimbursement Expenditures.
NOW, THEREFORE, the Board of Directors of Orange County Sanitation
District,
DOES HEREBY RESOLVE, DETERMINE AND ORDER:
1
Section 1: That the Issuer finds and determines that the foregoing
Recitals are true and correct.
Section 2: That this Declaration is made solely for purposes of
establishing compliance with the requirements of Section 1.150-2 of the U.S.
Treasury Regulations. This Resolution Declaration does not bind the Issuer to
make any expenditure, incur any indebtedness, or proceed with the Project.
Section 3: That the Issuer hereby declares its official intent to use
proceeds of indebtedness to reimburse itself for the Reimbursement
Expenditures.
PASSED AND ADOPTED at a regular meeting of the Board of Directors
held July 19, 2000.
Chair
ATTEST:
Board Secretary
122782\1
2
Exhibit "A"
Project Summary
Replacement I Improved
Item Rehabilitation Treatment
~~~~~~~~~~~~~~~~~
Collections Facilities $ 10,265,000 $ 119,000
Headworks $ 985,000 $ 33,000
Primary Treatment $ 1, 115,000 $ 124,000
Solids Handling & Digestion $ 6,892,000 $ 714,000
Secondary Treatment $ 1,216,000 $ 368,000
Ocean Outfall Systems $ 810,000 $
Utility Systems $ 2,940,000 $ 1,389,000
Odor Control Related Projects $ 1,088,000 $ 212,000
Plant Automation & Computerization $ 1,726,000 $ 3,271,000
Process Related Special Projects $ 49,000 $ 1,124,000
Miscellaneous & Support Projects $ 4,079,000 $ 597,000
Water Management Projects $ $ 2,329,000
Equipment $ 874,000 $ 874,000
Total $ 32,039,000 $ 11,154,000
Page 1 of 7
Additional
Capacity
$ 10,523,000
$
$ 6,646,000
$ 526,000
$ 434,000
$ 914,000
$
$
$ 156,000
$
$
$ 3,776,000
$ 874,000
$ 23,849,000
Support
$ 297,000
$
$ 364,000
$ 4,774,000
$
$
$ 100,000
$
$ 5,885,000
$ 2,423,000
$ 2,351,000
$
$ 290,000
$ 16,484,000
Budget
$ 21,204,000
$ 1,018,000
$ 8,249,000
$ 12,906,000
$ 2,018,000
$ 1,724,000
$ 4,429,000
$ 1,300,000
$ 11 ,038,000
$ 3,596,000
$ 7,027,000
$ 6, 105,000
$ 2,912,000
$ 83,526,000
2000-01 Budget
Summary of Capital Requirements -Collection System Improvement Projects
Collections
Santa Ana Trunk Sewer Rehab.
Pumpstation SCADA Communications Study
Continuous Feed Chemical Treatment Facility
Phase 2 Corrosion Assessment
Trunk Sewer Mapping Project
Carbon Canyon Dam Interceptor Parallel Sewer
Carbon Cnyn Sewer and Pump Sin. Abandonment
Santa Ana River Interceptor Relief Sewer
Rehabilitation of Outlying Pump Stations
Santa Ana River Interceptor Realignment and Protec
Taft Branch Improvements
Atwood Sublrunk Improvements
Euclid Relief Improvements -Reach ·A·
Replacement Of Miller Holder Trunk Sewer SipMn
Orange-Western Subtrunk Relief Sewer
Rehabilitation of the Magnolia Trunk Sewer
Rehabilitation of Magnolia Trunk Sewer. Phase 2
Miller-Holder Trunk Sewer System, Reach 1
RehabiNtation of the Seal Beach Pump Station
Rehabilitation of the Westside Pump Station
Mods. lo Magnolia Relief Sewer in Western Ave.
Big Canyon Offsile Sewer Rehabilitation
Replacement of Back Bay Trunk Sewer
Replacement of the Bitter Point Pump Station
Replacement of the Rocky Point Pump Station
Rehabilitation of the 14th Street Pump Station
Rehabilitation of the •A· Street Pump Station
Rehabilitation of the Bay B<idge Pump Station
Rehabilitation of the Crystal Cove Pump Station
Abandonment of AB Trunk, Watson and Cal. Sewers
Goldenwest Trunk Sewer Replacement
Heil Avenue Interceptor
Warner Avenue Relief Sewer
Lateral and sewer abandoment at Pacific Coast Hwy.
Rehabilitation of the Edinger Pump Station
Capital Improvements, Collections
Collections Total
Revenue Area 7
Rehabilitation lo Outlying Pump Stations -Area 7
Racquet Hill Pump Station Abandonment
Sunflower Interceptor Manhole Rehab.
Tustin Airbase -Armstrong Subtrunk Sewer
Project
Project Phase Project
Number 7/1/00 Status
01-17 Planning Revised
01-95 Planning Continuing
01-96 Planning New
01-97 ConstJknpl. New
01-98 Planning Continuing
02-21-1 Planning Continuing
02-24-1 Design Continuing
02-31 Planning Continuing
02-37 Design Revised
02-41 Design Revised
02-49 Planning New
02-50 Planning Continuing
02-52 Design Continuing
03-2-1 ConstJlmpl. Continuing
03-25 Design New
03-35R ConstJlmpl. Revised
03-35R-2 ConstJlmpl. New
03-3S-1 ConstJlmpl. Revised
03-51 Planning New
03-52 Design New
03-9-1 ConstJlmpl. Continuing
05-43 Planning New
05-46 Design Continuing
05-49 Design New
05-50 Design New
05-51 Design New
05-52 Design New
05-53 Design New
05-54 Design New
06-13 Planning Revised
11-17-3 ConstJlmpl. Revised
11-20 Constllmpl. Revised
11-22 Planning Revised
11-23-1 Design New
11-28 Planning New
11-99 Planning New
02-37 Design Revised
07-14-3 Planning Revised
07-21 Design Revised
07-27 RA ]Design Revised
Page 2 of7
Total Est Cost 2000..()1
Project to Date Cash flow
Budget 6130/00 Budget
7,494.000 80,000 64,000
146,000 146,000
308,000 119,000
. 68,000 68,000
362,000 128,000 234,000
5,007,000 51,000 210,000
2,685,000 81.000 43,000
11,853,000 66,000 146,000
804,000 691,000 15.000
49,787,000 1.722,000 1.475.000
4,742,000 7,000
1,890,000 58,000 92,000
10,831,000 17,000
1,996,000 119,000 49,000
1,232,000 46,000 1,186,000
10,354,000 8,140,000 2.214,000
12,127,000 49,000
10,697,000 7,035,000 3,662,000
3,083.000
1,619,000
209,000 136.000 73,000
2,714.000 38,000
8,095,000 187,000 1,768,000
3.480,000 98,000
4.124,000 118,000
2.211.000 188,000
2.248,000 193,000
1,094,000 72,000
306,000 46,000
2,176,000 110,000
4,507,000 2.027,000 1.310,000
3,711,000 806,000 1,944,000
3,399,000 144,000 177,000
129,000 51.000
1,449,000 25,000
500,000 14,000
177,435,000 21,694,000 15,843,000
396,000 340,000 4,000
126,000 32.000 66,000
5,387,000 131.000
1.731,000 72,000 234,000
Future Page
Budget Number
7,350,000 12
13
189,000 14
15
16
4.746,000 17
2.561,000 18
11,641,000 19
98,000 20
46,590,000 21
4,735,000 22
1,740,000 23
10,814,000 24
1,828,000 25
26
27
12,078,000 28
29
3,083,000 30
1,619,000 31
32
2,676,000 33
S,140,000 34
3,382,000 35
4,006,000 36
2,023,000 37
2,055,000 38
1.022.000 39
260,000 40
2,066,000 41
1,170,000 42
961,000 43
3,078,000 44
78,000 45
1,424,000 46
466,000 47
139,899,000
52,000 48
28.000 49
5,256,000 so
1,425,000 51
CIP Project Detail Sheets
Summary of Capital Requirements -Collection System Improvement Projects
Revenue Area 7 (Contd.)
Gisler-Red HiU Trunk Relocation
McGaw Subtrunk Sewer & Pump Station Abandonment
Gisler-Redhill Trunk Improvements, Reach "A'
Gisler-Redhill System Improvements. Reach B
Tustin Trunk Improvements
Orange Trunk Improvements
West Trunk Improvements
Gisler-Redhill/North Trunk Improvements
Replacemeol or the College Ave. Pump Station
Rel\abililation of the MacArthur Pump Station
Main-Baker Force Main VentilaUon
Revenue Area 7 Total
Revenue Area 14
Tustin Airbase -Armstrong Subtrunk Sewer
Revenue Area 14 Total
Total Collection Systems Projects
Project
Project Phase Project
Number 711100 Status
07-32 Planning Re\lised
07-35 Design New
07-36 Planning Continuing
07-37 Planning New
07-38 Planning New
07-39 Planning Continuing
07-40 Planning New
07-41 Planning Continuing
07-47 Planning New
07-49 Design New
07-50 ConstJtmpl. New
07-27 RA1Cesign Re\lised
Page 3of7
Total Est Cost 2000.{11
Project to Date Cashflow Future
Budget 6130100 Budget Budget
5,704.000 11.000 5,693,000
1,273,000 46,000 23,000 1,204,000
4,026,000 20,000 236,000 3,no,ooo
5,013.000 69,000 4,944,000
3.656,000 59,000 3,597,000
3,942,000 19,000 166,000 3,757,000
496,000 9,000 487,000
5.704,000 25.000 228,000 5,451,000
4,717,000 4,717,000
1,354,000 1,354,000
30,000 30,000
43,554,000 696,000 1,123,000 41,735,000
4,621,000 198,000 588,000 3,835,000
4,621,000 1~.000 3,1135,000
225,611,000 22,588,000 17,554,000 185,469,000
Page
Number
52
53
54
55
56
57
SB
59
60
61
62
63
2000-01 Budget
Summary of Capital Requirements -Treatment and Disposal Projects
Collections Facilities
Bushard Trunk Sewer Rehabilitation
Co-op Projects. Inflow/Infill. Reduction
District-wide Geographical Information System (GIS)
SSO Training Facility
Collections Facilities Total
Headworks
Grit Auger Replacement
SunHcwer Drive Replacement
Headworks Rehabilitalion/Reruroishment
Headworks Improvements at Plant No. 2
1-feadworb: To1al
Primary Treatment
Facilities Modificalions for Odor Control
Pri. Clarifiers 16-31 & Related Facilities
Wasle Sides!ream Pump Station Upgrade
Circular Clarifier Drive ReplacemenUupgrade
Sludge Density Meler Upgrades
Sludge Level Measurement Device lnstal!alion
Primary Tntairenl Total
Secondary Treatment
Sec. Treat. Monitoring & Cnll1 Sys. Upgrade
Rehab Trickling Filters & Construct New Clarifiers
Activated Sludge Plant Rehabilitation
Oxygen Plant ReplacemenURehabiltaUon
Activated Sludge Aeration Basin Selector Study
Se0X1daiy Trealmenl Total
Solids Handling & Digestion
Oewatering Belt Press Rebuild
Dewatering Bell Press Extension
Rehabilitation of Digesters at Plant No. 2
Solids Storage and Truck Loading Facility
Digestion & Dewa!ering Rehab JRefurbishmen!
Dewatering Belt Press Rebuild
·High Rate Digester Mix Pumps Mech. Seals
Bel! Press Automation
Sludge Grinder Replacement
Tule Ranch Aquisition/Biosolids Managment Needs
Solids Handling & Og:estion Total
Project
Project Phase Project
Number 711100 Status
1-2-4 Planning Continuing
J-73 Planning Revised
J-76 Design New
J-82 Planning Continuing
J-52 Cons!llmpl. Revised
P1-62 Planning Continuing
P1-71 Planning New
P2·66 Design Revised
J-71-2 Design New
P1·37 Design Continuing
P1-81 Design Continuing
P2-85 Const Jim pl. New
SP-70 Planning New
SP-73 Cons!llmpl. New
J-31-4 Design Revised
P1-76 Planning Revised
P1-82 Design New
SP-72 Planning New
SP-74 Planning New
P1-79 Cons!llmpl. Conunuing
P1-79 Cons!llmpl. New
P2-39 Conslllmpl. Revised
P2-60 ConstJlmpl. Continuing
P2-81 Planning New
SP-37 Constllmpl. Continuing
SP-JO Cons!./lmpl. Continuing
SP-41 Cons111mpl. Continuing
SP-76 Cons!.llmpl. Continuing
SP-79 Construction/lmplC:Ontinuing
Page 4of7
Total Est Cost
Project toDate
Budget 6130100
30,630,000 106,000
144,750,000 291,000
2.500,000
64,000
177,944,000 397,000
1,068,000 123.000
407,000 76,000
4,330,000
74,118,000 216,000
79,943,000 417,000
276,000 29,000
75,450,000 3,058,000
1,069,000 55,000
5,64Q,OOO
800,000
364,000
83,799,000 3,142,000
4,317,000 430.000
21,001,000 21.000
3.745,000
110,000
510,000
29,684,000 451,000
526,000 80,000
230,000
17,234,000 7.500,000
15,120,000 958,000
7,800.000
624,000 105,000
517,000 92,000
175,000 84,000
224.000 2.000
9,850,000 3,500,000
52,503,000 12,321,000
2000--01
Cashflow Future Page
Budget Budget Number
534,000 29,990,000 64
2,752,000 141,707.000 65
300,000 2,200,000 66
64,000 67
3,650,000 173,897,000
609,000 356,000 66
247,000 85,000 69
30,000 4,300,000 70
133,000 73,767,000 71
1,018,000 78,508,000
247,000 72
6,647,000 65,745,000 73
567,000 447,000 74
344,000 5.496,000 75
80,000 720.000 76
364,000 T7
8,l49,000 72,408,000
901,000 2.986,000 78
494,000 20.466,000 79
312,000 3.433,000 BO
110,000 81
200,000 310,000 82
2,018,000 27.215,000
210,000 238,000 63
230,000 84
3,929,000 5.605.000 85
2.632,000 11,530,000 86
66,000 7,734,000 87
326,000 393,000 89
425,000 88
91,000 90
222,000 91
4,774,000 1,576,000 92
12.906,000 27.276,000
CIP Project Detail Sheets
Summary of Capital Requirements -Treatment and Disposal Projects
Project Total Est. Cost 2000-01
Project Phase Project Project to Date Cashflow Future Page
Number 7/1/00 Status Budget 6/30/00 Budget Budget Number
Ocean Outfall Systems
Outfall Flow Meler Replacement J-66 ConstJlmpl. Revised 1.123,000 76,000 380,000 667,000 93
Peak Flow Management J-67 Planning Revised 4,055.000 54.000 484,000 3,517,000 94
Effluent Pumping Station Annex J-77 Design Continuing 28,346,000 146,000 859,000 27,341,000 95
Oa!an OudallSystemsTolal 33,525,0DO 276,000 1,724,000 31,525,000
Utility Systems
Electrical Power System Studies J-25-4 Design Continuing 3,216.000 1.215,000 488,DOO 1,513,000 96
Slandby Power and Reliability Modifications J-33-1 Design Continuing 17,370,000 5,719,000 1,528,000 10,123,000 97
Cable Tray Improvements at Plants 1 & 2 J-47 Constllmpl. Revised 26,878,000 682,000 57.000 26,139,000 98
lmpr. to Cen-Gen Slarting Air System J-63 ConstJlmpl. Continuing 141,000 79,000 62,000 99
Storm Crain Oalabase Development and Tagging J-71-5 Planning New 100,000 100,000 10
Central Generation Automation J-79 Planning New 2,964,000 101,000 2,863,000 101
Chemical Facility Mods. at Plant No. 1 P1-46-2 Constllmpl. Revised 3,768,000 3,069,000 699,000 102
Plant Utilities Rehabililation/Refur!Jishment P1-74 Planning New 3,360,000 3,360,000 103
Modifications 10 EJec. & Control Systems P2-47-1 ConslJlmpl. Revised 2,615,000 2,102,000 483,000 30,000 104
High Pressure Compressed Air System P2-61 ConstJlmpl. Conlinuing 409,000 335,000 74,000 104
Gas Compressor Addifion at Plant No. 2 P2-79 Design Revised 907,000 13,000 299,000 595,000 106
UUlities Rehabililation and Refurbishment P2-82 Planning Revised 3,394,000 87,000 312.000 2,995,000 107
Underground Storage Tank Leak Detection Upgrade SP-69 Conslllmpt. New 120,000 120,000 108
East and West RAS Elevator Upgrade SP-75 ConstJlmpl. New 106,000 106,000 109
UliWl'f Systems Toe.I 65,349,000 13,301,000 4,429,000 47;618,000
Odor Control Related Projects
Facilities Modiftcations ror Odor Con trot J-71-1 Design New 384,000 37,000 347,000 110
Facilities Modifications for Odor Control J-71-3 Design New 2,686,000 90,000 380,000 2,216,000 111
Comprehensive Odor Control Assessment J-71-4 Planning New 3,466,000 20,000 70,000 3,376,000 112
Automation or roul air system condensate drainage J-71-6 Planning New 73,000 73,000 113
Saubber Chem. Feed System Mods. SP-04 Constllmpl. Continuing 796,000 366,000 430,000 114
Od"' Con~ Rel a led Projects T o"I 7,405,000 513,000 1,300,000 5,592,000
Plant Automation & Computerization
Computerized Facility Recs. & Dwg. System J-25-1 Design Continuing 4,956,000 3,221,000 909,000 826,000 115
Power Monitoring and Control Systems J-33-3 Planning Revised 3,355,000 374,000 2,981,000 116
Plant Reinvention I Aulomation Project J-42 Design Continuing 25,760,000 4.847,000 2,660,000 18,253,000 117
CMMS Programming SP-04 Constllmpl. Continuing 490,000 305,000 129,000 56,000 122
Document Management SP-01 Planning Continuing 864,000 305,000 559,000 118
Oala Integration SP-02 Design Continuing 4,334,000 1,948,000 559,000 1,827,000 120 .....
SP-03 Planning Continuing Strategic Information Architecture (SIA) 724,000 270,000 157.000 297,000 121
lntranel Application Development SP-OS Design Revised 300,000 74,000 136,000 90,000 123
Internet E-mail Browsing {Website) SP-09 ConstJlmpl. Revised 300,000 170,000 91,000 39,000 126
Ne.twork Backbone Upgrade Continuation SP-08 Const.ii mp!. Continuing 1,497,000 608,000 134,000 755.000 125
Voice-Oala Building Rewiring SP-07 Conslllmpl. Revised 679,000 629,000 50,000 124
Records Management Program SP-01 Design Continuing 255,000 90,000 165,000 119
Source Conlrol Programming SP-13 Constllmpl. Continuing 577,000 334,000 BO.ODO 163,000 127
Page 5of7
2000-01 Budget
Summary of Capital Requirements -Treatment and Disposal Projects
Project
Project Phase Project
Number 7/1/00 Status
Plant Automation & Computerization (Co ntd.)
Geographic Information Syslem
Aulomalion Report Publishing
Field Fiber Optic Upgrades
Field Fiber Optic Tenninal Standardization
SCADA Commun1calions • Ethernet Study
Replacement of lnterplant Fiber Oplics
Windows 2000 Migration
Office 2000 Upgrade
SCADA Syslem Replacement Study
SCADA Graphics Tagging Update
Plant 2 Dewatering PLC SCADA Upgrade
FIS Upgrade
lnfonnation Technology Disaster Recovery
Specialized Process Networl<
Plant Automalon & Compulerizalton Total
Process Related Special Projects
Slandard Specifications Revisions and Updates
Thennal Insulation Management Program
Plant O&M Manual & SOP Project -Phase I
Hazardous Energy Control Procedures
Managed Maintenance Program
Special Projects for FY 2000-01: Solids Processing
Spc Proj 00-01 : Odor Control/Regulatory Compliance
Special Projects for FY 2000-2001: Liquid Slreams
Process Relalod Special ProiedS T olal
Miscellaneous & Support Projects
Facilities Engineering Projects • Joint
Facilities Engineering Projects • Plant 2
Facilities Engineering Projects -Plant 1
Area Classification Studies
Strategic Plan -Phase 2
Strategic Plan Program EIR
Modifications to Existing Mech. Systems
HVAC Equipment Replacemenr at Plants No. 1 and 2
Landscape and llTigalion al Plant No. 2
Security System Improvements
Small Cap. Equip. Replacement Project
Warehouse Reinvention Project
Process Salety Management Compliance Program
Miscellaneous & Support Projects Totai
SP-15
SP-36
SP-32
SP-31
SP-41
SP-44
SP-59
SP-58
SP-61
SP-62
SP-03
SP-64
SP-65
SP-60
J-44R
J-78
SP-53
SP-54
SP-68
SP-66
SP-67
SP-71
FE-J
FE-P2
FE-Pl
J-35
J-40-3
J-40-4
J-62
J-80
P2-84
SP--06
SP-34
SP-77
SP-78
Planning Revised
Design Continuing
Const./lmpl. Conlinuing
ConstJlmpl. Conlinuing
Planning Continuing
ConstJlmpl. Revised
ConstJlmpl. New
ConstJlmpl. New
Planning New
ConstJlmpl. New
ConstJtmpl. New
ConstJlmpl. New
Design New
Design New
ConsLJlmpl. Conlinuing
Planning New
Planning Revised
ConstJlmpl. Revised
ConstJlmpl. New
ConstJlmpl. Continuing
Constllmpl. New
Construction/lmpltlew
Planning Conlinuing
Planning Continuing
Planning Conlinuing
Design Conlinuing
Planning Continuing
Planning Continuing
Design Continuing
Design New
Planning New
Const./lmpl. Conlinuing
ConstJlmpl. Revised
Constructionllmpltlew
Const./lmpi. New
Page 6 of7
Total Est Cost
Project to Date
Budget 6/30/00
4, 157.000 75.000
195.000 115,000
660.000 376.000
325.ooo 115,000
157,000
499,000 54.000
333,000
69,000
310.000
670.000
281,000
1,851.000
140,000
107.000
53,845,000 13,537,DOO
200,000
800,000
4,000,000 10,000
1,190,000 100,000
870,000
675,000 417,000
651.000
215,000
8,601,000 527,000
20,000,000 1,000,000
20,000,000 1.000.000
20,000,000 1,000,000
27,919,000 680,000
2,194,000 1.931.000
1.119,000 860,000
2,694,000 329.000
757,000 20,000
810,000 2,000
1,334,000 470,000
740.000 240,000
600.000
30,000
98,1S6,000 7,533,000
2000-01
Cashflow Future Page
Budget Budget Number
978.000 3.104.000 128
39.000 41.000 131
284.000 130
210.000 129
157,000 132
445,000 133
333.000 135
69,000 134
310,000 137
458.000 212.000 138
281,000 139
1,281,000 570,000 140
91.000 49,000 141
100,000 7,000 136
11,038,000 29,270,000
20,000 180,000 142
49,000 751,000 143
1.608,000 2,382,000 144
447,000 643,000 145
348,000 522,000 148
258,000 146
651,000 147
215,000 149
3,596,000 4,478,000
1,042,000 17.958,000 150
1,042.000 17,958,000 152
1,042.000 17,958,000 151
1,278,000 25,961,000 153
96,000 167,000 154
33.000 226,000 155
476,000 1,889,000 156
737,000 157
128,000 680,000 158
383.000 480,000 159
500,000 160
240,000 360,000 161
30,000 162
7,027,000 83,637,000
CIP Project Detail Sheets
Summary of Capital Requirements -Treatment and Disposal Projects
Water Management Projects
• Groundwater Replenishment System
Waler Conservation
long Term Permanent Monitoring Program
water Management ProjedsTotal
Tola! Treatment and Disposal Projects
Capital Equipment Purchases
Total Collection, Treatment and Disposal Projects
Project
Project Phase Project
Number 7/1/00 Status
J-36 Planning Revised
J-72 Planning Continuing
J-73-2 Planning New
Page 7of7
Total Est. Cost
Project to Date
Budget 6/30/00
178,222,000 2.222.000
4,644,000 743,000
5,000,000
187,86J;,000 2,!HjS,000
878,660,000 55,380,000
51,876,000 2,964,000
1,156,147,000 80,932,000
2000-01
Cashflow Future
Budget Budget
2,329,000 173,671,000
4t8,000 3,483,000
3,358,000 1.642,000
6, 105,000 178,796,000
63,060,000 760,220,000
2,912,000 46,000,000
83,526,000 991,689,000
Page
Number
163
164
165
FAHR COMMITTEE
AGENDA REPORT
Orange County Sanitation District
FROM: Bob Ooten, Director of Operations and Maintenance
Originator: Barbara Collins, Senior O&M Analyst
Meeting Date
7/12/00
Item Number
FAHR00-61
SUBJECT: SEASIDE FINANCIAL LEASE AGREEMENT AT PLANT NO. 1
GENERAL MANAGER'S RECOMMENDATION
ToJt. Brd.
7/26/00
Item Number
Approve Amendment No. 3 to the Lease Agreement with Seaside Financial Corporation
(Specification No. L-009-1) for lease of 18.09 acres of land at the northeast comer of
Ward Street and Garfield Avenue in the city of Fountain Valley, for one year.
SUMMARY
The District currently has a lease with Seaside Financial for approximately 18 acres of
land at the corner of Garfield and Ward in Fountain Valley. Seaside Financial uses this
land for a Self-Storage facility and recreational vehicle storage. The lease will expire on
August 30, 2000. The District will receive $85,000 per year, or 13.5% of all revenues
generated by the tenant, whichever amount is greater.
The Orange County Water District and OCSD are participating in the Groundwater
Replenishment System (GWRS). When this construction project begins in 2001, OCSD
will require the northern 600 feet of the leased land, and potentially more for contractor
staging. At a later date, the District will require more of this 18-acre parcel. As design
plans are finalized, OCSD will inform Seaside Financial of further land requirements and
the lease will be renegotiated accordingly.
PROJECT/CONTRACT COST SUMMARY
NA
BUDGET IMPACT
D This item has been budgeted. (Line item: ) D This item has been budgeted, but there are insufficient funds.
D This item has not been budgeted.
[8J Not applicable (information item)
ADDITIONAL INFORMATION
None
ALTERNATIVES
H:lwp.dta\agendalFAHRIFAHR200C1.2000 Agenda Reports\FAHR00-81.doc Page 1
Vacate the property at this time and do not renew the lease.
Negotiate the lease month to month.
CEQA FINDING·S
None Required
ATTACHMENTS
None
H:lwp.dtalagenda\FAHRIFAH~ Agenda Reports\FAHR00-61 .doc Page 2
FAHR COMMITTEE Meeting Date To. Bd.
07/12/00 07/19/00
AGENDA REPORT Item Number Item Number
FAHR00-62
Orange County Sanitation District
FROM: Gary Streed, Director of Finance
Originator: Steve Kozak, Financial Manager
SUBJECT: ANNUAL REVIEW AND ADOPTION OF THE DISTRICTS INVESTMENT
POLICY STATEMENT AND DELEGATION OF INVESTMENT
AUTHORITY TO THE DIRECTOR OF FINANCEfTREASURER
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD-00-XX, Authorizing the District's Treasurer to Invest and/or
Reinvest District's Funds; Adopting District's Investment Policy Statement and
Performance Benchmarks for FY 2000-01; and Repealing Resolution No. OCSD-99-14.
SUMMARY
This agenda item presents the annual review of the District's Investment Policy
Statement to the FAHR Committee for consideration in the Committee's capacity as the
oversight committee for the Investment Policy (Section 16.2). With adoption of the
attached Resolution, the Board of Directors would readopt the District's current
Investment Policy Statement, portfolio performance benchmarks, and monitoring and
reporting requirements for FY 2000-01.
The District's Investment Policy Statement is recommended for adoption for 2000-01,
with no policy changes from 1999-2000. The submitted Investment Policy Statement
has received the Investment Policy Certification of Excellence Award from the Municipal
Treasurer's Association of the United States and Canada.
PROJECT/CONTRACT COST SUMMARY
N/A
BUDGET IMPACT
D This item has been budgeted.
D This item has been budgeted, but there are insufficient funds.
D This item has not been budgeted.
[8] Not applicable (information item)
H:\wp.dtalagenda\FAHR\FAHR2000'QOOO Agenda Reports\FAHR00-62,doc
Revised: 1/5/98 Page 1
ADDITIONAL INFORMATION
Background
The District's current Investment Policy Statement was reviewed and approved by the
Finance, Administration and Human Resources Committee (FAHR) on July 7, 1999,
and adopted by the Board of Directors on July 21, 1999 (Resolution No. 99-14).
The Investment Policy governs the investment activities of Pacific Investment
Management Company (PIMCO), the District's external money manager, on behalf of
the District. On May 28, 1999, the District's Investment Policy Statement received the
Investment Policy Certification of Excellence Award from the Municipal Treasurer's
Association of the United States and Canada. A copy of the letter of certification is
included in the Investment Policy Statement. The District received its first Award of
Excellence for the Investment Policy Statement in December 1996. Each MTA
certification is valid for three years.
The attached Investment Policy document consists of the Policy Statement itself, and
the following eight appendices:
A Summary of Investment Authorization
B. Treasury Management Procedures
C. Investment Manager Certification
D. Investment Pool Questionnaire (LAIF)
E. Board Resolution No. OCSD-00-XX
F. Sample Monthly & Quarterly Investment Program Monitoring Reports
G. Sections of the California Government Code Pertinent to Investing Public
Funds
H. Glossary of Investment Terms
Annual Review of Investment Policy
The Investment Policy includes the requirement that the District shall review its
Investment Policy annually (Sections 1.2 and 16.1 ). Likewise, Section 53646 of the
California Government Code (the "Code") requires local agencies to review their
investment policy annually, and readopt their policy at a public meeting.
This staff report presents the annual review of the District's Investment Policy Statement
to the FAHR Committee for consideration in the Committee's capacity as the oversight
committee for the District's investment program (Section 16.2). With adoption of the
attached Resolution, the Board of Directors would readopt the District's current
Investment Policy Statement, portfolio performance benchmarks, and monitoring and
reporting requirements. The District's Investment Policy Statement is recommended for
adoption for 2000-01, with no policy changes from 1999-2000.
H:lwp.dta\agenda\FAHRIFAHR20002000 Agenda Reports\FAHR00-62.doc
Revised: 115198 Page2
Annual Delegation of Investment Authority
Effective January 1, 1997, Section 53607 of the Code states that governing boards of
local agencies may only delegate authority to invest and/or reinvest agency funds to the
agency's Treasurer for a one-year period.
With adoption of the attached Resolution, the Board of Directors would renew its
delegation of investment authority to the Director of Finance/Treasurer for a one-year
period in compliance with the requirements of Section 53607. Each year, the Board of
Directors will consider similar actions along with the annual reconsideration of the
District's Investment Policy.
Ongoing Monitoring Program
Staff continues to monitor pending legislative and regulatory proposals in the public
finance area for their potential impact on the District's existing financial programs. For
example, AB 1423, introduced in February 1999, proposed revisions to the Code which
would require local agencies to submit copies of their 2nd and 4th quarterly investment
reports to the California Debt and Investment Advisory Commission, and require the
Commission to maintain comprehensive information on local agency investments of
public funds.
While AB 1423 failed passage, another bill, AB 943, was introduced to require the same
local agency reporting requirements as AB 1423. At present, AB 943 remains in the
Senate Local Government Committee.
Staff will continue to keep the Committee informed of the status of this, and other
proposals, as they may develop.
ALTERNATIVES
None.
CEQA FINDINGS
N/A
ATTACHMENTS
1. Orange County Sanitation District's 2000-01 Investment Policy Statement
2. Resolution No. OCDS-00-XX
H:lwp.dtalagenda\FAHRIFAHR20CJa.2000 Agenda Reports\FAHR00-62.doc
Revised: 115/98 Page3
RESOLUTION NO. OCSD-00-XX
AUTHORIZING THE DISTRICT'S TREASURER TO INVEST AND/OR
REINVEST DISTRICT'S FUNDS, AND ADOPTING DISTRJCT'S INVESTMENT
POLICY STATEMENT AND PERFORMANCE BENCHMARKS
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT, AUTHORIZING THE DISTRICT'S
TREASURER TO INVEST AND/OR REINVEST DISTRICT'S FUNDS, AND
ADOPTING DISTRICT'S INVESTMENT POLICY STATEMENT AND
PERFORMANCE BENCHMARKS; AND REPEALING RESOLUTION NO.
OCSD 99-14
***************
WHEREAS, on July 21, 1999, the Board of Directors adopted Resolution No. 99-14,
readopting the District's Investment Policy Statement, and establishing specific performance
benchmarks and objectives, together with a schedule of frequency of investment performance
reports; and,
WHEREAS, pursuant to California Government Code Section 53607, the Board of
Directors may delegate authority to invest and/or reinvest District's funds to the Treasurer for a
one-year period; and,
WHEREAS, pursuant to California Government Code Section 53646, the District is
required to review its Investment Policy annually and readopt its Policy at a public meeting,
which Policy will establish specific pe~ormance benchmarks and objectives, and specific
monitoring and reports.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District,
DOES HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1: That the authority of the Board of Directors to invest or reinvest District's
surplus funds, or to sell or exchange securities so purchased, or to deposit for safekeeping the
funds and investments of the Districts with depositories, as provided for in California
Government Code Sections 53608 and 53630, is hereby delegated to the District's Treasurer for
a one-year period commencing on the date this Resolution is adopted, as authorized by
California Government Code Section 53607.
Section 2: That the Board of Directors hereby adopt the Investment Policy
Statement of the Orange County Sanitation District, as set forth in Exhibit "A," attached hereto
and incorporated herein by reference.
Section 3: That the Board of Directors hereby adopt the following specific
performance benchmarks for their two investment funds in accordance with Section 14.0 of the
District's Investment Policy:
LIQUID OPERATING MONIES: The Short-Term Operating Fund will be compared to
the three month T-Bill rate, and the Callan Active Cash Flow Income Style Group. The
Callan Active Cash Flow Income Style Group represents a peer group of managers who
operate with a maximum maturity of one year.
LONG-TERM OPERATING MONIES: The Long-Term Operating Fund will be compared
to the Merrill Lynch Government and Corporate One-to-Five Year Maturity Index and to
the Callan Defensive Fixed Income Style Group.
Section 4: That the Board of Directors hereby adopt a performance monitoring and
reporting schedule, as required by Section 15.0 of the District's Investment Policy, which
schedule is attached hereto as Exhibit "B," and incorporated herein by reference.
Section 5: That Resolution No. OCSD 99-14 is hereby repealed.
PASSED AND ADOPTED at regular meeting held July 19, 2000.
Chair
ATIEST:
Board Secretary
\\RADON\pA TA 1 \WP .DT A\FIN\21 O\CRANEllNVEST .PL Y\INVESTPOLICYRES0699.DOC
Exhibit "B"
FY 2000 -01 Performance Monitoring & Reporting Schedule
For the FAHR Committee The Monthly Treasurer's The Quarterly Investment
and Board of Directors Report to be presented Management Program
meetings of: for the month of: Report to be presented
for the period of:
July 2000 June 2000
August July April -June 2000
September August
October September
November October July -Sept 2000
December November
January 2001 December 2000
February January 2001 Oct -Dec 2000
March February
April March
May April Jan -March 2001
June May
H: .. IFINANCE\21 O\KOZAK\EXHIBITB
POLICY
REFERENCE
15.1.1
15.1.2
15.1.3
15.1.4
15.1.5
15.1.6
15.1.7
15.1.8
15.1.9
ADDL**
ADDL**
ADDL**
ADDL**
15.1.10
.. ~
*M =Monthly
*Q = Quarterly
EXHIBIT "B"
ORANGE COUNTY SANTIATION DISTRICT
PERFORMANCE MONITORING & REPORTING
FOR THE
DISTRICT'S INVESTMENT PROGRAM
PERFORMANCE CHARACTERISTIC
Cost and market value of the portfolio (monthly mark-to-market).
Modified duration of the portfolio compared to benchmark.
Dollar change in value of the portfolio for a 1 % change in interest rate.
Percent of portfolio invested in reverse repurchase agreements, and a schedule which
matches the maturity of such reverse repurchase agreements with the cash flows which
are available to repay them at maturity.
For the Liquid Operating Monies account only, the percent of portfolio maturing within 90
days.
Average portfolio credit quality.
Percent of portfolio with credit ratings below "A" by any rating agency, and a description
of such securities.
Listing of any transaction or holdings which do not comply with this policy or with the
California Government Code.
Time-weighted total rate of return for the portfolio for the prior three months, twelve
months, year-to-date, and since inception compared to the benchmark returns for the
same periods.
Comparison of portfolio performance to market index benchmark.
Comparison of Manager's performance to peer group benchmark.
Monitoring of organizational and structural changes of investment management firm.
Audit portfolios for compliance with investment policy guidelines.
..
REPORTING PARTY*
PIMCO MELLON CALLAN
M,Q M,Q Q
M,Q Q
M,Q Q
M,Q
M,Q Q
M,Q Q
M,Q Q
M,Q
M,Q Q
M,Q Q
Q
Q
Q
OCSD will report if sufficient funds are available for It to meet operating expenditure requirements for the next six months, or if
not, state the reason for the shortfall .
**ADDL= Monitoring of Additional Peformance Characteristics H:\wp.dta\fin\21 O\crane\INVEST. PL Y\Montlorlng Rpt2000.doc
FAHR COMMITTEE Meeting Date To Bel. of Dir.
07/12/00 07/19/00
AGENDA REPORT Item Number Item Number
FAHR00-63
Orange County Sanitation District
FROM: Gary Streed, Director of Finance
Originator: Steve Kozak, Financial Manager
SUBJECT: RESTRUCTURING OF THE DISTRICT'S EXISTING CERTIFICATES OF
PARTICIPATION -ISSUANCE OF SERIES 2000 CERTIFICATES OF
PARTICIPATION
GENERAL MANAGER'S RECOMMENDATION
1 . Approve issuance of either the Series 2000 Refunding COPs (not-to-exceed $200
million), or the Series 2000 Refunding and Reimbursement COPs (not-to-exceed
$230 million).
2. Adopt Resolution Authorizing the Issuance of the Series 2000 COPs along with
certain amendments to the District's outstanding Series 1992 and Series 1993
COPs. The Resolution requests that certain Authorized Officers be authorized to
execute the proposed amendments and refunding documents substantially in the
form attached, with such revisions as may be required or approved by such
Authorized Officer. Execution of the Series 2000 Refunding and Reimbursement
COPs will be subject to a not-to-exceed par amount of $230,000,000, a
not-to-exceed underwriter's discount of 0.35% (or 35 basis points), and a maximum
maturity not to exceed 35 years.
3. Direct staff to develop a plan for competitive selection of Remarketing Agents for the
District's variable rate COPs following issuance and settlement of the Series 2000
COPs, and report back to the FAHR Committee.
SUMMARY
Staff has been implementing a Board-approved plan to restructure and modernize the
District's existing Certificates of Participation (COP) long-term borrowings, which
includes issuance of the Series 2000 Refunding COPs, and substitution of modernized
and simplified bond documents for the Series 1992 and Series 1993 COPs. This
agenda item reports on the progress and status of the COP restructuring and
refinancing plan, presents recommendations for Board adoption to complete the
refinancing and restructuring plan, and reports back to the FAHR Committee with
additional information regarding certain issues discussed by the Committee at their
June meeting.
The draft Resolution Authorizing Issuance of the Series 2000 COPs, the Preliminary
Official Statement, draft copies of key issuance documents (Master Agreement for
District Obligations, Installment Purchase Agre~ment, and Trust Agreement) and the
Financing Schedule are included in this package. Because of the voluminous nature of
llradonldata 1 lwp.dla\fin\21 O\crane\F AHRIF ahr2000\July\COP STATUS REPORT-July.doc
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the bond documents, they are listed in this report, but some have not been included in
this package. All of the bond documents are available for review by contacting Steve
Kozak at (714) 593-7555. Upon the request of any Director, copies of these bond
documents will either be delivered or made available at the District's Administrative
Office. All of the bond documents will be available for review before and during the
FAHR Committee and Board of Director's meetings.
PROJECT/CONTRACT COST SUMMARY
The COP refinancing is expected to reduce the overall cost of borrowing over the life of
the issue. The present value savings resulting from elimination of credit enhancement
and lower cost liquidity, is estimated at $1.4 million. These cashflow savings will cover
all costs related to the refunding of and amendments to the prior COPs, and will
generate positive net present value savings relative to the refunded COPs.
BUDGET IMPACT
D This item has been budgeted.
D This item has been budgeted, but there are insufficient funds.
fZl This item has not been budgeted.
D Not applicable (information item)
ADDITIONAL INFORMATION
Background
The modernization of the District's existing COP program is based on a comprehensive
refunding and restructuring strategy to realign the COP legal documents to reflect the
District's consolidated organization structure as a single Sanitation District. The
strategy includes a two-phase process: 1) Refund the Series "A," "B," and "C" COPs
through a single Series 2000 Refunding COP offering, backed by the District's "AA"
category credit rating; and 2) Substitute modernized bond documents for the synthetic
fixed rate 1992 and 1993 Refunding COPs that will conform to the Series 2000
Refunding COP bond documents and will put the 1992 and 1993 Refunding COPs on
parity with (rather than senior to) the Series 2000 Refunding COPs.
With this strategy, the District is viewed as a single credit structure by the rating
agencies; the legal structure for all of the District's existing COPs is streamlined; and
issuance of future debt is facilitated.
The balance of this report updates the Finance, Administration & Human Resources
Committee on the progress made by the finance team on both phases of the COP
restructuring and refinancing plan since the June FAHR Committee meeting; responds
to Committee direction to provide additional information regarding the addition of a
reimbursement component to the Series 2000 COPs, and competitive selection of
Remarketing Agents for the ·District's variable rate debt; and presents recommendations
for Committee action.
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Phase I -Series 2000 Refunding COPs
The Series 2000 COPs will be issued to "current refund" the District's $80.5 million of
the Series "A" COPs, and the $83.8 million of the Series "C" COPs, as well as to
advance refund the District's $15.395 million of the Series "B" COPs. These amounts
represent all outstanding COPs for these three Series as of August 1, 2000. In addition,
if so directed by the FAHR Committee, the Series 2000 COPs will include approximately
$45.8 million of reimbursement financing which will reimburse the District for qualified
capital expenditures for the Joint Works Facilities (approximately $41.4 million) and
individual district projects (approximately $4.4 million) during FY 97-98.
The refunding of the Series "A," "B," and "C" COPs (in conjunction with the amendments
to the Series 1992 and Series 1993 COPs, described below) will allow the District to
consolidate three existing liens into a single lien, while modernizing and streamlining the
District's legal documents. These improvements are intended to:
• align the District's COP legal documentation with the consolidated District,
• allow the District to secure formal "Aa" category credit ratings,
• eliminate the need for costly credit enhancement related to the refunded
COPs; and
• facilitate future District COP offerings, as needed.
Eliminating the need for credit enhancement and securing lower cost liquidity facilities
with respect to the Series "A" and "C" COPs are expected to produce over $1.4 million
of present value savings. These cash flow savings will cover all costs related to the
refunding of and amendments to the prior COPs, and will generate positive net present
value savings relative to the refunded Series "A," "B," and "C" COPs.
Reimbursement Financing Component
As directed by the Committee, staff has developed additional information about
including a reimbursement component in the Series 2000 COPs to reimburse the
District for previous capital expenditures funded from District reserve funds. Under the
IRS Code, the maximum recapture period for a reimbursement financing would begin 36
months prior to the issuance of the Reimbursement COPs. As discussed by the
Committee, staff reviewed the oldest 12-month portion of the recapture period (months
36 through 25). As mentioned above, this corresponds to FY 1997-98, when
approximately $45.8 million was expended. Months 24 through 1 remain eligible for
reimbursement in a future COP issue.
Since the Series 2000 COPs will be issued as daily variable rate certificates, the critical
first step to determine the feasibility of including a reimbursement component in the
Series 2000 COPs, was to determine if the liquidity provider, Dexia Credit Local de
France, could provide liquidity up to $230 million to support both the refunding and the
reimbursement components together.
The finance team approached Dexia with the request for additional capacity. Following
their credit analysis, Dexia indicated that they could provide a $230 million Standby
Certificate Purchase facility, but requested a 1 basis point increase (from 13.5 to 14.5
llradonldata1 \wp.dta\fin\21 Olcrane\FAHRIFahr2000\July\COP STATUS REPORT .July .doc
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basis points) in the annual fee to compensate the bank for the additional liquidity
support exposure. Staff negotiated a counterproposal of a % basis adjustment; a 50%
reduction (from 14.5 to 14 basis points) from the bank's proposal. Since the second
most responsive of the original liquidity provider proposals was 16.5 basis points, the
fee adjustment remains reasonable.
By way of comparison, the annual cost of the $185 million Standby Certificate Purchase
facility at 13.5 basis points is $249, 750. The annual cost of the $230 million Standby
Certificate Purchase facility at 14 basis points is $322,000. This corresponds to a
$72,250 annual fee increase to support a $45.8 million increase in the par amount of the
COPs.
The legal documents, agreements, and offering statement developed for issuance of the
Series 2000 Refunding COPs would be revised to incorporate the Reimbursement
portion. Additional legal costs would be negligible for these minor revisions.
The rating agencies have reviewed the issuance of the additional debt as part of the
Series 2000 COPs, and have indicated their continued support for a "AA" category
rating.
Reimbursement proceeds would be returned to the District's Capital Reserves and
invested. At current yields, the approximately $45 million reimbursement proceeds
could be expected to generate an additional $2.5 million in annual interest earnings for
the District's investment portfolio. Year-end cash and investment balances would be
reduced $100 million from the recently approved FY 2000-01 budget.
The underwriting fee related to the reimbursement component would be limited to the
costs of initial placement of the bonds and any related per bond regulatory fees and
expenses, which in aggregate are not expected to exceed 0.2% (or 20 basis points) of
the additional par amount of the Series 2000 Refunding and Reimbursement COPs
offered ($90 ,000). Note that certain of the District and underwriter expenses associated
with issuance of the incremental bonds are subject either to caps and/or volume
discounts (including rating agency fees, California Debt and Investment Advisory
Committee fees, etc.)
If the Committee directs staff to incorporate the reimbursement of a 12-month portion of
prior District capital expenditures (as described above), the reimbursement component
will be structured as an integrated part of the Series 2000 COPs.
The supporting legal documentation required for issuance of the Series 2000 COPs,
with or without the reimbursement component, are listed below. Adoption of the
attached Board Resolution approves all supporting legal documentation required for
issuance of the Series 2000 COPs.
l\radon\data1 \wp.dtalfin\21 OlcranelFAHRIFahr2000\July\COP ST A TUS REPORT-July .doc
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Series 2000 COPs
• Master Agreement for District Obliaations
• Installment Purchase Aareement
• Trust Agreement
• Escrow Aareement
• Standby Certificate Purchase Aareement
• International Swap Dealers Association Master AQreement
• Schedule to ISDA Master AQreement
• Swap Confirmation
• Official Statement
• Certificate Purchase AQreement, Series "A" Refundina and Series "C" Refundina
• Certificate Purchase AQreement, Series "B" Advance RefundinQ
• Remarketing Agreement
Phase II -Series 1992 and 1993 Refunding COPs
Execution of the proposed Series 2000 COP refunding is contingent upon completion of
certain amendments to the District's Series 1992 and Series 1993 COPs, including the
addition of a daily interest rate mode to the multi-modal legal documents supporting the
Series 1992 COPs. As of August 1, 2000, the Series 1992 COPs will be outstanding in
the amount of $124.17 million and the Series 1993 COPs will be outstanding in the
amount of $43.6 million.
As previously discussed with the FAHR Committee, amendments to the Series 1992
COPs and Series 1993 COPs will complete the Phase II portion of the proposed
refunding and modernization program. Upon completion of the proposed amendments
and delivery of the Series 2000 COPs, all District COPs will be on a common lien, with
modernized documents reflecting the consolidated District.
In addition to requesting approval of the legal documentation for the Series 2000 COPs,
the attached Resolution requests approval of the following documentation required for
the amendments to and reoffering of the Series 1992 COPs and Series 1993 COPs:
Series 1992 COPs Series 1993 COPs
• Reformed Aareement for Acquisition & Construction • Reformed Ai:ireement for Acauisition & Construction
• Reformed Trust Aareement • Reformed Trust AQreement
• Amendment No. 1 to Interest Rate Swap Aareement • Amended and Restated Interest Rate Swap AQreement
• Reformed Standby Certificate Purchase Aareement • Amended and Restated Reimbursement Agreement
• Reofferina Memorandum • ReofferinQ Memorandum
• Amended and Restated Remarketina Aareement • Amended and Restated RemarketinQ AQreement
• First Sunnlemental Trust Agreement
• Amendment No. 1 to Liauidity Guaranty Agreement
Remarketing Agents
Another topic discussed by the FAHR Committee at their June meeting, was the
proposal and timing for a competitive selection process for Remarketing Agents for the
District's variable rate COPs. An RFP process could be conducted either before or after
the Series 2000 COPs are issued.
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Competitive selection of a remarketing agent prior to issuance of the Series 2000 COPs
would delay completion of the transaction by at least 30 to 60 days. Such a delay will
defer the financial benefits of the transaction, and subject the District to the risk of losing
Dexia CLF as the Liquidity provider for the Series 2000 COPs, at a very favorable
negotiated fee. Tb maintain the current schedule, the District would proceed with the
proposed Series 2000 COPs with PaineWebber as the initial remarketing agent.
Closing the Series 2000 COPs on the current financing schedule does not preclude a
subsequent process to competitively select a remarketing agent. In this instance,
following the close and settlement of the Series 2000 COPs, staff would prepare a plan,
including an RFP and a list of potential remarketing agents, for substitution of
remarketing agents for selected COPs, and report back to the Committee.
Staff recommends that issuance of the Series 2000 COPs be completed according to
schedule, and following completion of the Series 2000 issue, conduct an RFP process
for competitive selection of substitute remarketing agents for one or more of the
District's variable rate COPs.
New Financing Team
Following substitution of remarketing agents for one or more of the District's variable
rate COPs, staff would prepare a plan and RFP process to select a new finance team,
including underwriters, bond counsel, and financial advisor, to structure and issue future
"new money" borrowings to support the Strategic Plan CIP. One or more of these future
COP issues also could include additional reimbursement amounts described above for
months 24 through 1. If the Committee desires, this process can take place in
conjunction with the competitive selection of a team of underwriters to assist the District
with future COP financings.
Financing Schedule
A detailed financing schedule for issuance of the Series 2000 Refunding COPs, and
substitution of bond documents for the Series 1992 and Series 1993 COPs, is attached
for your Committee's review. The following is a summary of upcoming project
milestones:
July
• FAHR and Board approve all Phase I and II documents
August
• Price and market Series 2000 COPs
• Close all refunding components
ALTERNATIVES
1. Include no reimbursement amounts in this COP issue.
2. Include all reimbursement amounts in this COP issue.
3. Issue no COPs, and fund the capital program from user fees.
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,
CEQA FINDINGS
N/A
ATTACHMENTS
1 . Resolution Authorizing Issuance of the Series 2000 COPs and Authorizing Delivery
of Amended, and Restated Documents for the Series 1992 and Series 1993 COPs
2. Preliminary Official Statement, Series 2000 COPs
3. Master Agreement for District Obligations
4 . Installment Purchase Agreement, Series 2000 COPs
5. Trust Agreement, Series 2000 COPs
6. Financing Schedule
SVK
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RESOLUTION NO. OCSD 00-----
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION
AND DELIVERY BY THE DISTRICT OF SPECIFIED AGREEMENTS,
DOCUMENTS AND INSTRUMENTS WITH RESPECT TO THE
EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION
DISTRICT CERTIFICATES OF PARTICIPATION (2000 REFUNDING
PROJECT), AUTHORIZING THE EXECUTION AND DELIVERY OF
SUCH CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE
AMOUNT OF NOT TO EXCEED $ , AUTHORIZING THE
DISTRIBUTION OF A 2000 OFFICIAL STATEMENT IN CONNECTION
THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS,
AUTHORIZING THE EXECUTION AND DELIVERY BY THE
DISTRICT OF AMENDMENTS TO SPECIFIED AGREEMENTS,
DOCUMENTS AND INSTRUMENTS WITH RESPECT TO COUNTY
SANITATION DISTRICT NOS.1, 2, 3, 5, 6, 7 AND 11 OF ORANGE
COUNTY, CALIFORNIA REFUNDING CERTIFICATES OF
PARTICIPATION, 1992, AND AUTHORIZING THE EXECUTION OF
NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS, AND AUTHORIZING THE EXECUTION AND DELIVERY
BY THE DISTRICT OF AMENDMENTS TO SPECIFIED AGREEMENTS,
DOCUMENTS AND INSTRUMENTS WITH RESPECT TO COUNTY
SANITATION DISTRICT NOS.1, 2, 3, 5, 6, 7 AND 11 OF ORANGE
COUNTY, CALIFORNIA REFUNDING CERTIFICATES OF
PARTICIPATION, 1993, AND AUTHORIZING THE EXECUTION OF
NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS
WHEREAS, the Board of Directors of the Orange County Sanitation District (the
"District") is presently considering refinancing certain of its obligations and restructuring,
simplifying and making more consistent certain of its obligations;
WHEREAS, the District previously financed the acquisition, construction and
installation of certain improvements to its wastewater system (the "Project") through the
incurrence of certain obligations pursuant to an Agreement for Acquisition and Construction,
dated as of November 1, 1990 (the "Series A Agreement for Acquisition and Construction"), an
Agreement for Acquisition and Construction, dated as of May 1, 1991 (the "Series B Agreement
for Acquisition and Construction") and an Agreement for Acquisition and Construction, dated as
of July 1, 1992 (the "Series C Agreement for Acquisition and Construction");
WHEREAS, in order to finance the Project, the District caused to be executed and
delivered County Sanitation District Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14 of Orange County,
California, Certificates of Participation (Capital Improvement Program, 1990-92 Series A) (the
DOCSLAl :351670.6
41758-7 MM3
"Series A Certificates") in the aggregate principal component of $100,000,000 and currently
outstanding in the aggregate principal component of $83,300,000, County Sanitation District
Nos. 1, 2, 3, 5, 6, 7 and 11 of Orange County, California, Certificates of Participation (Capital
Improvement Program, 1990-92 Series B) in the aggregate principal component of $117 ,555,000
and currently outstanding in the aggregate principal component of $18,695,000 (the "Series B
Certificates") and County Sanitation District Nos. 1, 2, 3, 5, 6, 7 and 11 of Orange County,
California, Certificates of Participation (Capital Improvement Program, 1990-92 Series C) in the
aggregate principal component of $98,500,000 and currently outstanding in the aggregate
principal component of $86,200,000 (the "Series C Certificates" and together with the Series A
Certificates and the Series B Certificates, the "Prior Certificates");
WHEREAS, in order to achieve credit enhancement and liquidity cost savings, the
District desires to refinance the Project by exercising its option to prepay certain installment
payments to be made by the District pursuant to the Series A Agreement for Acquisition and
Construction, the Series B Agreement for Acquisition and Construction and the Series C
Agreement for Acquisition and Construction;
WHEREAS, in order to refinance the Prior Certificates, the District desires to purchase
the Project from the Orange County Sanitation District Financing Corporation (the
"Corporation"), and the Corporation desires to sell the Project to the District, for the installment
payments (the "2000 Installment Payments") to be made by the District pursuant to an
Installment Purchase Agreement (such Installment Purchase 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 "2000 Installment Purchase Agreement");
WHEREAS, the District desires to establish and declare the conditions and terms upon
which obligations such as the Installment Purchase Agreement, and the Installment Payments
and the interest thereon payable under the Installment Purchase Agreement, are to be incurred
and secured, pursuant to a Master Agreement for District Obligations, by and between the
District and the Corporation (such Master Agreement for District Obligations, 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 "Master Agreement");
WHEREAS, the Corporation proposes to assign without recourse certain of its rights
under and pursuant to the Installment Purchase Agreement to State Street Bank & Trust
Company of California, N.A., as trustee (the "Trustee") pursuant to a Trust Agreement 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 "2000 Trust Agreement");
WHEREAS, in consideration of such assignment and the execution and entering into of
this Trust Agreement, the Trustee has agreed to execute and deliver certificates of participation
(the "2000 Certificates"), evidencing direct, undivided fractional interests in the Installment
Payments, and the interest thereon, payable under the Installment Purchase Agreement;
WHEREAS, in order to secure the timely payment of the principal and interest
evidenced by the 2000 Certificates and to provide a source of payment for the purchase of 2000
DOCSLAI :351670.6
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-2-
Certificates tendered by the owners thereof when such purchase is required in accordance with
the terms of the Trust Agreement, the District proposes to enter into a Standby Certificate
Purchase Agreement with Dexia Credit Local de France, acting through its New York Agency
(the "2000 Bank"), pursuant to which the Bank will provide liquidity for the 2000 Certificates
(such Standby Certificate Purchase 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 "2000 Standby Certificate Purchase Agreement");
WHEREAS, PaineWebber Incorporated, as underwriter, has submitted to the District
and the Corporation a proposal to purchase certain of the 2000 Certificates in the form of a
Certificate Purchase Agreement, Series A Refunding and Series C Refunding (such Certificate
Purchase Agreement, Series A Refunding and Series C Refunding, 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 "2000 Certificate Purchase Agreement, Series A Refunding and
Series C Refunding");
WHEREAS, PaineWebber Incorporated, as underwriter, has submitted to the District
and the Corporation a proposal to purchase certain of the 2000 Certificates in the form of a
Certificate Purchase Agreement, Series B Advance Refunding (such Certificate Purchase
Agreement, Series B Advance Refunding, 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 "2000 Certificate Purchase Agreement, Series B Advance Refunding");
WHEREAS, the funds to pay the principal, and premium and interest, evidenced by the
Series B Certificates through the prepayment date thereof will be applied to such purpose pursuant
to an Escrow Agreement by and between the District and Chase Bank of Texas, National
Association, as escrow bank (such Escrow 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 "2000 Escrow Agreement");
WHEREAS, the District desires to enter into an interest rate swap with PaineWebber
Trading Inc. (the "2000 Counterparty") and Wachovia Bank, N.A. (the "2000 Contingent Swap
Counterparty"), the terms and conditions of which shall be set forth in the ISDA ~faster
Agreement (Multicurrency-Cross Border), as amended and supplemented by the Schedule to the
Master Agreement (Multicurrency-Cross Border) (the "Schedule") and a Confirmation (the
"Confirmation"), pursuant to which the District will pay a fixed rate to the 2000 Counterparty,
and the 2000 Counterparty or the 2000 Contingent Swap Counterparty will pay a variable
interest rate to the District (such ISDA Master Agreement, as so amended and supplemented by the
Schedule and the Confirmation, 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 "2000 Interest
Rate Swap Agreement");
WHEREAS, in order to provide for the remarketing of 2000 Certificates tendered
pursuant to the terms of the Trust Agreement, the District desires to enter into a Remarketing
Agreement with PaineWebber Incorporated (such Remarketing 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 "2000 Remarketing Agreement");
DOCSLAI :351670.6
41758-7 MM3
-3-
WHEREAS, a form of the Official Statement to be distributed in connection with the
public offering of the 2000 Certificates has been prepared (such 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 "2000 Official Statement");
WHEREAS, pursuant to a Trust Agreement, dated as of October 1, 1992 (the "1992
Original Trust Agreement"), by and among State Street Bank & Trust Company of California,
N .A., as trustee (the "1992 Trustee") and the County Sanitation District No. 1 of Orange County,
California, County Sanitation District No. 2 of Orange County, California, County Sanitation
District No. 3 of Orange County, California, County Sanitation District No. 5 of Orange County,
California, County Sanitation District No. 6 of Orange County, California, County Sanitation
District No. 7 of Orange County, California, and County Sanitation District No. 11 of Orange
County, California (collectively, the "Predecessor Districts"), the 1992 Trustee executed and
delivered the County Sanitation District Nos. 1, 2, 3, 5, 6, 7 and 11 of Orange County,
California, Refunding Certificates of Participation, 1992 Series (the "1992 Certificates") in the
aggregate principal component of $160,600,000 and currently outstanding in the aggregate
principal component of $129,110,000;
WHEREAS, the District desires to modify and amend the 1992 Original Trust
Agreement pursuant to a First Supplemental Trust Agreement, by and between the 1992 Trustee
and the District, as successor by consolidation to the Predecessor Districts (such First
Supplemental 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
"1992 First Supplemental Trust Agreement") (as so modified and amended, the "1992 First
Supplemented Trust Agreement");
WHEREAS, the 1992 Certificates evidence direct and proportionate interests in the
installment payments (the "1992 Installment Payments") to be paid by the District, as successor
by consolidation to the Predecessor Districts, under the Amendatory Agreement for Acquisition
and Construction, dated as of October 1, 1992 (the "1992 Agreement for Acquisition and
Construction"), by and among the Predecessor Districts;
WHEREAS, in order to secure the timely payment of the principal and interest
evidenced by the 1992 Certificates and to provide a source of payment for the purchase of 1992
Certificates tendered by the owners thereof when such purchase is required in accordance with
the terms of the Trust Agreement, the District entered into a Standby Certificate Purchase
Agreement, dated as of January 30, 1996 (the "1992 Standby Certificate Purchase Agreement"),
with Barclays Bank PLC, New York Branch (the "1992 Bank") and the 1992 Trustee, pursuant
to which the 1992 Bank provides liquidity for the 1992 Certificates;
WHEREAS, the District entered into an Interest Rate Swap Agreement with AIG
Financial Products Corp. (the "1992 Counterparty") pursuant to which the District pays a fixed
rate to the 1992 Counterparty and the 1992 Counterparty pays the variable interest rate on the
1992 Certificates to the District (the "1992 Interest Rate Swap Agreement");
WHEREAS, the District entered into a Liquidity Guaranty Agreement with AIG
Financial Products Corp. (the "1992 Liquidity Guarantor") pursuant to which the 1992 Liquidity
DOCSLAI :351670.6
41758-7 MM3
-4-
Guarantor provides assurance as to the liquidity support for the 1992 Certificates after the
expiration of the 1992 Standby Certificate Purchase Agreement (the "1992 Liquidity Guaranty
Agreement");
WHEREAS, the District proposes to restructure, simplify and make more consistent
certain of its obligations, including the 1992 Agreement for Acquisition and Construction, and
the instruments pursuant to which interests in such obligations, or the payments to be made
thereunder, were executed and delivered, including the 1992 Original Trust Agreement, the 1992
First Supplemented Trust Agreement, 1992 Standby Certificate Purchase Agreement, the 1992
Interest Rate Swap Agreement and the 1992 Liquidity Guaranty Agreement;
WHEREAS, to that end, the District desires to modify, amend, reform and restate the
1992 Agreement for Acquisition and Construction pursuant to a Reformed Agreement for
Acquisition and Construction, by and between the District, as successor by consolidation to the
Predecessor Districts, and the Corporation (such Reformed Agreement for Acquisition and
Construction, 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 "1992 Reformed
Agreement for Acquisition and Construction");
WHEREAS, to that end, the District desires to modify, amend, reform and restate the
1992 First Supplemented Trust Agreement pursuant to a Reformed Trust Agreement, by and
between the 1992 Trustee and the District, as successor by consolidation to the Predecessor
Districts (such Reformed 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 "1992 Reformed Trust Agreement");
WHEREAS, to that end, the District desires to modify and amend the 1992 Standby
Certificate Purchase Agreement pursuant to a Reformed Standby Certificate Purchase
Agreement, among the District, as successor by consolidation to the Predecessor Districts, the
1992 Trustee and the 1992 Bank (such Reformed Standby Certificate Purchase 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 "1992 Reformed Standby Certificate
Purchase Agreement");
WHEREAS, to that end, the District desires to modify and amend the 1992 Interest Rate
Swap Agreement pursuant to an Amendment No. 1 to Interest Rate Swap Agreement, by and
between the District, as successor by consolidation to the Predecessor Districts and the 1992
Counterparty (such Amendment No. 1 to Interest Rate Swap 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 "1992 Amendment No. 1 to Interest Rate Swap
Agreement");
WHEREAS, to that end, the District desires to modify and amend the 1992 Liquidity
Guaranty Agreement pursuant to an Amendment No. 1 to Liquidity Guaranty Agreement, by and
between the District, as successor by consolidation to the Predecessor Districts and the 1992
Liquidity Guarantor (such Amendment No. 1 to Liquidity Guaranty Agreement, in the form
presented to this meeting, with such changes, insertions and omissions as are made pursuant to
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this Resolution, being referred to herein as the "1992 Amendment No. 1 to Liquidity Guaranty
Agreement");
WHEREAS, in order to provide for the remarketing of 1992 Certificates tendered
pursuant to the terms of the 1992 Reformed Trust Agreement, the District desires to enter into an
Amended and Restated Remarketing Agreement with Paine Webber Incorporated (such Amended
and Restated Remarketing 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
"1992 Amended and Restated Remarketing Agreement");
WHEREAS, in order to reflect such amendments and modifications, a form of the
Reoffering Memorandum with respect to the 1992 Certificates has been prepared (such
Reoffering Memorandum 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 "1992
Reoffering Memorandum");
WHEREAS, pursuant to a Trust Agreement, dated as of September 1, 1993 (the "1993
Original Trust Agreement"), by and among Texas Commerce Bank National Association, now
known as Chase Bank of Texas, National Association, as trustee (the "1993 Trustee") and the
Predecessor Districts, the 1993 Trustee executed and delivered the County Sanitation District
Nos. 1, 2, 3, 5, 6, 7 and 11 of Orange County, California, Refunding Certificates of Participation,
1993 Series (the "1993 Certificates") in the aggregate principal component of $46,000,000 and
currently outstanding in the aggregate principal component of $43,950,000;
WHEREAS, the 1993 Certificates evidence direct and proportionate interests in the
installment payments (the "1993 Installment Payments") to be paid by the District, as successor
by consolidation to the Predecessor Districts, under the Amendatory Agreement for Acquisition
and Construction, dated as of September 1, 1993 (the "1993 Agreement for Acquisition and
Construction"), by and among the Predecessor Districts;
WHEREAS, in order to secure the payment under certain circumstances of the purchase
price of the 1993 Certificates, the District entered into a Reimbursement Agreement, dated as of
September 1, 1993 (the "1993 Reimbursement Agreement"), by and among the Predecessor
Districts and Societe Generale, New York Branch (the "1993 Bank");
WHEREAS, the District entered into an Interest Rate Swap Agreement with Societe
Generale, New York Branch (the "1993 Counterparty") pursuant to which the District pays a
fixed rate to the 1993 Counterparty and the 1993 Counterparty pays the variable interest rate on
the 1993 Certificates to the District (the "1993 Interest Rate Swap Agreement");
WHEREAS, the District proposes to restructure, simplify and make more consistent
certain of its obligations, including the 1993 Agreement for Acquisition and Construction, and
the instruments pursuant to which interests in such obligations, or the payments to be made
thereunder, were executed and delivered, including the 1993 Original Trust Agreement, 1993
Reimbursement Agreement and the 1993 Interest Rate Swap Agreement;
WHEREAS, to that end, the District desires to modify, amend, reform and restate the
1993 Agreement for Acquisition and Construction pursuant to a Reformed Agreement for
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Acquisition and Construction, by and between the District, as successor by consolidation to the
Predecessor Districts, and the Corporation (such Reformed Agreement for Acquisition and
Construction, 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 "1993 Reformed
Agreement for Acquisition and Construction");
WHEREAS, to that end, the District desires to modify, amend, reform and restate the
1993 Original Trust Agreement pursuant to a Reformed Trust Agreement, by and between the
1993 Trustee and the District, as successor by consolidation to the Predecessor Districts (such
Reformed 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 "1993
Reformed Trust Agreement");
WHEREAS, to that end, the District desires to modify and amend the 1993
Reimbursement Agreement pursuant to an Amended and Restated Reimbursement Agreement,
by and between the District, as successor by consolidation to the Predecessor Districts and the
1993 Bank (such Amended and Restated Reimbursement 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 "1993 Amended and Restated Reimbursement
Agreement");
WHEREAS, to that end, the District desires to modify and amend the 1993 Interest Rate
Swap Agreement pursuant to an Amended and Restated Interest Rate Swap Agreement, by and
between the District, as successor by consolidation to the Predecessor Districts and the 1993
Counterparty (such Amended and Restated Interest Rate Swap 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 "1993 Amended and Restated Interest Rate Swap
Agreement");
WHEREAS, in order to provide for the remarketing of 1993 Certificates tendered
pursuant to the terms of the 1993 Reformed Trust Agreement, the District desires to enter into an
Amended and Restated Remarketing Agreement with Paine Webber Incorporated (such Amended
and Restated Remarketing 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
"1993 Amended and Restated Remarketing Agreement");
WHEREAS, in order to reflect such amendments and modifications, a form of the
Reoffering Memorandum with respect to the 1993 Certificates has been prepared (such
Reoffering Memorandum 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 "1993
Reoffering Memorandum");
WHEREAS, there have been prepared and submitted to this meeting forms of:
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(a) the 2000 Installment Purchase Agreement;
(b) the Master Agreement;
-7-
(c) the 2000 Trust Agreement;
(d) the 2000 Standby Certificate Purchase Agreement;
(e) the 2000 Certificate Purchase Agreement, Series A Refunding and Series
C Refunding;
(f) the 2000 Certificate Purchase Agreement, Series B Advance Refunding;
(g) the 2000 Escrow Agreement;
(h) the 2000 Interest Rate Swap Agreement;
(i) the 2000 Remarketing Agreement;
G) the 2000 Official Statement;
(k) 1992 Reformed Agreement for Acquisition and Construction;
(1) 1992 First Supplemental Trust Agreement;
(m) 1992 Reformed Trust Agreement;
(n) 1992 Reformed Standby Certificate Purchase Agreement;
(o) 1992 Amendment No. 1 to Interest Rate Swap Agreement;
(p) 1992 Amendment No. 1 to Liquidity Guaranty Agreement;
(q) 1992 Amended and Restated Remarketing Agreement;
(r) 1992 Reoffering Memorandum;
(s) 1993 Reformed Agreement for Acquisition and Construction;
(t) 1993 Reformed Trust Agreement;
(u) 1993 Amended and Restated Reimbursement Agreement;
(v) 1993 Amended and Restated Interest Rate Swap Agreement;
(w) 1993 Amended and Restated Remarketing Agreement; and
(x) 1 993 Reoffering Memorandum;
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
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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;
NOW, THEREFORE, the Board of Directors of Orange County Sanitation District,
DOES HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1. All of the recitals herein contained are true and correct and the Board so
finds.
Section 2. The 2000 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 of Directors, and such other member of the Board of
Directors as the Chair may designate, the General Manager of the District .and the Director of
Finance of the District, and such other officer of the District as the Director of Finance 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 2000 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 2000 Installment Purchase Agreement by
such Authorized Officer; provided, however, that such changes, insertions and omissions shall
not authorize an aggregate principal amount of 2000 Installment Payments in excess of
$ , shall not result in the term of the 2000 Installment Purchase Agreement exceeding
35 years.
Section 3. The Master 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 District, to execute and deliver the Master 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 Master Agreement by such Authorized Officer.
Section 4. The 2000 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 District, to execute and deliver the 2000 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 2000 Trust Agreement by such Authorized Officer.
Section 5. The execution and delivery of 2000 Certificates evidencing principal in an
aggregate amount of not to exceed $ payable in the years and in the amounts, and
evidencing principal of and interest on the 2000 Installment Payments as specified in the 2000
Trust Agreement as finally executed, are hereby authorized and approved.
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Section 6. The 2000 Standby Certificate Purchase 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 District, to execute and deliver the 2000
Standby Certificate Purchase 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 2000
Standby Certificate Purchase Agreement by such Authorized Officer.
Section 7. The 2000 Certificate Purchase Agreement, Series A Refunding and Series
C Refunding, 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 District, to
execute and deliver the 2000 Certificate Purchase Agreement, Series A Refunding and Series C
Refunding 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 2000 Certificate Purchase Agreement,
Series A Refunding and Series C Refunding by such Authorized Officer; provided, however, that
the underwriter's discount for the sale of the 2000 Certificates shall not exceed 0.35% of the
aggregate amount of principal evidenced by such 2000 Certificates.
Section 8. The 2000 Certificate Purchase Agreement, Series B Advance Refunding,
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 District, to execute and deliver the
2000 Certificate Purchase Agreement, Series B Advance Refunding 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 2000 Certificate Purchase Agreement, Series B Advance Refunding by such
Authorized Officer; provided, however, that the underwriter's discount for the sale of the 2000
Certificates shall not exceed 0.35% of the aggregate amount of principal evidenced by such 2000
Certificates.
Section 9. The 2000 Escrow 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 District, to execute and deliver the 2000 Escrow 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 2000 Escrow Agreement by such Authorized Officer.
Section 10. The Board of Directors hereby finds and determines that the execution and
delivery of the 2000 Interest Rate Swap Agreement is designed to reduce the amount of rate risk
and enhance the relationship between risk and return with respect to the investment or program
of investment in connection with, or incident to, the 2000 Interest Rate Swap Agreement. The
2000 Interest Rate Swap 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
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• 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 2000 Interest Rate Swap 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 2000 Interest Rate Swap Agreement by such Authorized
Officer.
Section 11. The 2000 Remarketing 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 District, to execute and deliver the 2000 Remarketing 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 2000 Remarketing Agreement by such
Authorized Officer.
Section 12. The 2000 Official Statement, in substantially the form presented 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 District, to certify that the 2000 Official Statement has been "deemed
final" for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the District, to execute the 2000 Official Statement 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 2000 Official Statement by such Authorized Officer. The use of the 2000
Official Statement in connection with the offering and sale of the 2000 Certificates in the form
presented to this meeting, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, is hereby authorized and approved.
Section 13. The 1992 Reformed Agreement for Acquisition and Construction, 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 District, to execute and deliver the
1992 Reformed Agreement for Acquisition and Construction 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 1992 Reformed Agreement for Acquisition and Construction by such
Authorized Officer.
Section 14. The 1992 First Supplemental 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 District, to execute and deliver the 1992 First
Supplemental 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,
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such requirement or approval to be conclusively evidenced by the execution of the 1992 First
Supplemental Trust Agreement by such Authorized Officer.
Section 15. The 1992 Reformed 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 District, to execute and deliver the 1992 Reformed 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 1992 Reformed Trust Agreement by such
Authorized Officer.
Section 16. The 1992 Reformed Standby Certificate Purchase 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 District, to execute and deliver the
1992 Reformed Standby Certificate Purchase 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 1992 Reformed Standby Certificate Purchase Agreement by such Authorized Officer.
Section 17. The 1992 Amendment No. 1 to Interest Rate Swap 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 District, to execute and deliver the
1992 Amendment No. 1 to Interest Rate Swap 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 1992 Amendment No. 1 to Interest Rate Swap Agreement by such Authorized Officer.
Section 18. The 1992 Amendment No. 1 to Liquidity Guaranty 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 District, to execute and deliver the
1992 Amendment No. 1 to Liquidity Guaranty 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 1992 Amendment No. 1 to Liquidity Guaranty Agreement by such Authorized Officer.
Section 19. The 1992 Amended and Restated Remarketing 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 District, to execute and deliver the
1992 Amended and Restated Remarketing 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 1992 Amended and Restated Remarketing Agreement by such Authorized Officer.
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Section 20. The 1992 Reoffering Memorandum, in substantially the form presented 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 District, to certify that the 1992 Reoffering Memorandum has been
"deemed final" for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of
1934. The Authorized Officers are, and each of them is, hereby authorized and directed, for and
in the name of the District, to execute the 1992 Reoffering Memorandum 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 1992 Reoffering Memorandum by such Authorized Officer. The use of the
1992 Reoffering Memorandum in connection with the 1992 Certificates in the form presented to
this meeting, with such changes, insertions and omissions as the Authorized Officer executing
the same may require or approve, is hereby authorized and approved.
Section 21. The 1993 Reformed Agreement for Acquisition and Construction, 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 District, to execute and deliver the
1993 Reformed Agreement for Acquisition and Construction 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 1993 Reformed Agreement for Acquisition and Construction by such
Authorized Officer.
Section 22. The 1993 Reformed 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 District, to execute and deliver the 1993 Reformed 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 1993 Reformed Trust Agreement by such
Authorized Officer.
Section 23. The 1993 Amended and Restated Reimbursement 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 District, to execute and deliver the
1993 Amended and Restated Reimbursement 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 1993 Amended and Restated Reimbursement Agreement by such Authorized Officer.
Section 24. The 1993 Amended and Restated Interest Rate Swap 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 District, to execute and deliver the
1993 Amended and Restated Interest Rate Swap Agreement in the form presented to this
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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 1993 Amended and Restated Interest Rate Swap Agreement by such Authorized
Officer.
Section 25. The 1993 Amended and Restated Remarketing 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 District, to execute and deliver the
1993 Amended and Restated Remarketing 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 1993 Amended and Restated Remarketing Agreement by such Authorized Officer.
Section 26. The 1993 Reoffering Memorandum, in substantially the form presented 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 District, to certify that the 1993 Reoffering Memorandum has been
"deemed .final" for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of
1934. The Authorized Officers are, and each of them is, hereby authorized and directed, for and
in the name of the District, to execute the 1993 Reoffering Memorandum 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 1993 Reoffering Memorandum by such Authorized Officer. The use of the
1993 Reoffering Memorandum in connection with the 1993 Certificates in the form presented to
this meeting, with such changes, insertions and omissions as the Authorized Officer executing
the same may require or approve, is hereby authorized and approved.
Section 27. 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 2000 Certificates and the transactions contemplated by the agreements or documents
referenced herein and this Resolution.
Section 28. All actions heretofore taken by the officers and employees of the District
with respect to the execution, delivery and sale of the 2000 Certificates, or in connection with or
related to any of the agreements or documents referenced herein, are hereby approved, confirmed
and ratified.
Section 29. This Resolution shall take effect immediately upon its adoption.
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PASSED AND ADOPTED at a regular meeting held ____ , 2000.
ATTEST:
Board Secretary
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Chair
-15-
STATE OF CALIFORNIA )
) SS
COUNTY OF ORANGE )
I, Secretary of the Board of Directors of the Orange County
Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 00-___ _
was passed and adopted at a regular meeting of said Board on the day of ___ _
2000, 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 No. 1, California, this __ day of , 2000.
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Secretary, Board of Directors of
Orange County Sanitation District
HD&W Draft-July 6, 2000
NEW ISSUE -BOOK-ENTRY ONLY RATINGS: Moody's:
Standard & Poor's:
Fitch:
(See "Ratings" herein)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel, based upon an analysis of existing laws, regulations, rulings
and court decisions, and assuming, among other matters, compliance with certain covenants, interest evidenced by the Certificates (2000
Refunding Project) is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of I 986 and
is exempt from Stale of California personal income taxes. In the further opinion of Special Counsel, interest evidenced by the Certificates (2000
Refunding Project) is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although
Special Counsel observes that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable
income. Special Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or
receipt of interest evidenced by, the Certificates (2000 Refunding Project). See "Tax Matters" herein.
Dated: Date of Delivery
$ ___ _
Orange County Sanitation District
Refunding Certificates of Participation
(2000 Refunding Project)
Price: 100% Due: August l, __
The Orange County Sanitation District Refunding Certificates of Participation (2000 Refunding .Project) (the
' Certificates (2000 Refunding Project)'') are being executed and delivered pursuant to a Trust Agreement, dated as
of 1, 2000, (the "Trust Agreement") by and among State Street Bank and Trust Company of California, N.A. as
trustee (the "Trustee"), the Orange County Sanitation District Financing Corporation (the "Corporation") and the
Orange County Sanitation District (the "Oistrict"). The Certificates (2000 Refunding Project) are being executed
and delivered to currently refund the outstanding principal amount of the Certificates of Participation (Capital
Improvement Program, 1990-92 Series A) (the "1990 Series A Certificates") and the Certificates of Participation
(Cap·ital bnJ?rove~en_t Program, 1990-92 _Se~ies C) (t~e "1992 Serit;s .c qertifieat~s") and to advance refund all of
tbe outstanding pnnc1pal amount of the District s Certificates of Partlcrpat1ou (Cap1taJ Improvement Program, 1990-
92 Ser~es B) (ibe "1991 Series B C~rtificates" and, tog~er with the Series 1990 A. Certificates and the -Serie~ .1?92
C Certrficates, the "Refunded Certificates"), each of which were executed and delivered to finance the acqumt1on,
construction and installation of certain improvements to the District's san:ltation system (the "Project"), to finance a
reserve fund for the Certificates (2000 Refunding Project) and to pay costs of issuance of the Certificates (2000
Refunding Project), as more fully described herein. See "Plan of Refunding" herein.
The District will acquire the Project from the Corporation pursuant to an Installment Purchase Agreement,
dated as of l, 2000 (the "Installment Purchase Agreement"), by and between the District and the Corporation.
The Certificates (2000 Refunding Project) are payable from Installment Payments and the interest thereon paid by
the District pursuant to the Installment Purchase Agreement. The District's obligation to make Installment
Payments, and the interest thereon, and other payments required under the Installment Purchase Agreement is a
special obligation of the District; payable solely from Net Revenues and other funds as provided m the Master
Agreement for District Obligations, dated as of 1, 2000, by and between the District and the Corporation
(the ''Master Agreement") and the TnStallment Purchase Agreement, consisting primarily of aU income and revenue
received by the District from the operation or ownership of the Wastewater System remainin(T after 1:myment of
Maintenance and Operation Costs, as further described m "Security and Sources of Payment for the Certificates
(2000 Refunding Project)" herein. All of the Corporation's right, title and interest m and to the Installment
Purchase Agreement, rnclud.ing the right to receive Installment Payments and interest thereon under the Installment
Purchase Agreement, are assipted to the Trustee under the Trust Agreement for the benefit of the Owners of the
Certificates (2000 Refunding Project).
The Distri_ct has p~eviously exec~ted an,d d!!Livered _its Refunding ~~rti~cates of Parti~ipation, 1992 Series (~e
"1992 Refundmg Cemficates") and its Refundmg Certrficates of Partmr,ation, l993 Senes (the "1993 Refunding
Certificates '' and together with the 1992 Refunding Certificates, the 'Outstanding Senior Obligations"), which Outs~andi~g Senior Obligations are to be. paya;ble on. a P,arity wit~ ~e Certificates \2000 .Refundino Project) ~s
provided m the Master Agreement. See "Fmanc1al Obligations -Ex1stmg Indebtedness ' herem. See ;JSo Appendix
C -"Summary of Principal Legal Documents -Master Agreement'' herem.
The Certificates (2000 Refunding Project) will initially bear interest at the Daily Rate Mode and be executed
and delivered in the denominations of$100,000 and whole multiples thereof, except that one Series 2000 Certificate
may be in the amount of $100,000 and a whole multiple of $5,000 in excess thereof. While in the Daily Rate Mode
and Weekly Rate Mode, the interest evidenced by tne Certificates (2000 Refunding Project) will be computed on
the basis of the actual days elapsed and a 365 or 366-day year, as applicable. Interest evidenced by the Certificates
(2000 Refundin~ Project) will be payable on the first Business Day of each calendar month, commencing on
September__, 2u00.
4687v2
While the Daily Rate Mode and Weekly Rate Mode are in effect, Owners of the Certificates (2000 Refunding
Project) (other than Bank Certificates (described herein)) may elect to have their Certificates (2000 Refunding
Project) (or portions thereof in Authorized Denominations) purchased at a purchase price equal to the princir,al
amount thereof, without premium, plus any accrued but unpaid interest to the Purchase Date (the "Purchase Price').
Subject to certain termination events described herein, payment of the Purchase Price will be funded by a
Standby Certificate Purchase Agreement, dated as of l, 2000 (the "Standby Certificate Purchase
Agreement"), by and between Dexia Credit LocaJ de France (the "Bank" and the Distrkt. The obligation of the
Bank to purchase tendered but unremarketed Certificates (2000 Refunding Project) is subject to termmation upon
the occurrence of certain events of defauJr. See "Standby Certificate Purchase Agreement" herein.
The Certificates (2000 Refunding Project) are being delivered in fully registered form and, when issued, will be
registered in the name of Cede & Co. as nominee of The Depository Trust Company New York, New York
("DTC"). Individual purchases of the Certificates (2000 Refunding Project may be made in book-entry form only.
Purchasers will not receive Certificates (2000 Refunding Project) representing tlieir interest in the Certificates (2000
Refunding Project) JJurchased. Payments of principal, premium if any, purchase pr-ice and interest on the
Certificates (2000 Refunding Project) will by payable by Sta e Street Bank and Trust Company of California, N.A.
to OTC wliicb is obligated in tum to remit such principal, premium, if any purchase price and interest to the DTC
Participants for subsequent disbursement to the Beneficial Owners of the Certificates (2000 Refundin&; Project) as
more fully described herein. See "The Certificates (2000 Refunding Project)" and Appendix D -'Book-Entry
System" herein.
The Certificates (2000 Refunding Project) are subject to optional and mandatory sinking fund
prepayment prior to. ~aturity a~ more fully d~scribed herein .. See '.'The C~rtificates (2000 ~efunding Project)
-Prepayment ProvlSlons" herem. The Certificates (2000 Refundrng Project) are also subject to mandatory
tender for purchase in certain circumstances, induding conversion to a different Mode, all as more
particularly described herein.
THE OBLJGATION OF THE DISTRICT TO PAY THE TNSTALLMENT PAYMENTS, AND THE
LNTEREST THEREON AND OTHER PAYMENTS REQUIRED TO BE MADE BY IT UNDER THE
INSTALLMENT PURCHASE AGREEMENT rs A SPECIAL OBLlGA T!ON OF THE DISTRICT PAY ABLE, IN
THE MANNER PROVIDED IN THE INSTALLMENT PURCHASE AGREEMENT, SOLELY FROM NET
REVENUES AND OTHER FUNDS PROVIDED FOR IN THE INSTALLMENT PURCHASE AGREEMENT
AND THE MASTER AGREEMENT AND DOES NOT CONSTITUTE A DEBT OF THE DISTRICT OR OF
THE STA TE OF CALIFORNIA, OR OF ANY POLITICAL SUBDNISTON THEREOF, JN CONTRAVENTION
OF ANY CONSTJTUTlONAL OR TA TUTOR Y DEBT LIMITATION OR RESTRICTION. NEITHER THE
FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE STATE OF CALIFORNIA,
OR ANY POLJTJCAL SUBDNISION THEREOF, lS PLEDGED TO THE PAYMENT OF THE £NSTALLMENT
PAYMENTS, OR THE lNTEREST THEREON, OR OTHER PAYMENTS REQUIRED TO BE MADE
PURSUANT TO THE lNSTALLMENT PURCHASE AGREEMENT.
The cover page contains information for quick reference only. It is not a summary of this issue. Potential purchasers
must read the entire Official Statement to obtain information essential to making an informed investment decision.
The Certiticates (2000 Refunding Project) are offered when, as and if delivered and received by the Underwriter, subject to
the approval of Orrick. Herrington & Sutcliffe, LLP, Los Angeres California, pecial Counsel, and certain other conclitions.
Certain legal matters will be passed upon for the Underwriter by its counsel. Hawkins, Delafield & Wood, Los Angeles,
California, and for the District by Woodruff µradlin and Smart a Professional Corporation, Orange, California. It is
anticipated thatthc Certificates (2000 Refunding Project) in. book-entry form will be available for delivery to DTC in New York,
New York on or about 2000.
Paine Webber Incorporated
Dated: _____ , 2000
4687v2 ii
4687v2
MAP OF THE DISTRICT
[TO COME]
ORANGE COUNTY
SANITATION DISTRICT, CALIFORNIA
Board of Directors
Norman Z. Eckenrode, Chair -Placentia
Peter Green, Vice Chair -Huntington Beach
Shirley McCracken -Anaheim
Charles E. Sylvia -Los Alamitos
Jan Dehay -Newport Beach
Mark A. Murphy -Orange
Lynn Daucher-Brea
Jack Mauller -Buena Park
Anna L. Piercy -Cypress
Pat McGuigan -Santa Ana
Shawn Boyd -Seal Beach
Brian Donahue -Stanton
Guy Carrozza -Fountain Valley
Don Bankhead -Fullerton
Mark Leyes -Garden Grove
Christina Shea -Irvine
Thomas R. Saltarelli -Tustin
Russell Patterson -Villa Park
John M. Gullixson -Yorba Linda
James M. Ferryman -Costa Mesa Sanitary District
Joy L. Neugebauer -Midway City Sanitary District
Jim Silva -Member of the Orange County Board of
Peer A. Swan -Irvine Ranch Water District
Steve Anderson -La Habra
Paul Walker-La Palma Supervisors
4687v2
Executive Management of the District
Blake P. Anderson, General Manager
Gary G. Streed, Director of Finance
David A. Ludwin, Director of Engineering
Robert P. Ghirelli, PhD., Director of Technical Services
Robert Ooten, Director of Operations & Maintenance
Patrick B. Miles, Director of Information Technology
Lisa M. Tomko, Director of Human Resources
Special Services
Special Counsel
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
District General Counsel
Thomas L. Woodruff, Esq.
Woodruff, Spradlin and Smart, a Professional Corporation
Orange, California
Trustee
State Street Bank and Trust Company of California, N.A.
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 Certificates (2000 Refunding Project) by any person in any jurisdiction
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. The Underwriter has provided the following sentence for inclusion in this Official Statement.
The Underwriter has reviewed the information in this Official Statement in accordance with, and as part
of, its responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of
such information.
No dealer, broker, salesperson or other person has been authorized to 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 Underwriter.
This Official Statement is not to be construed as a contract with the purchasers of the Certificates.
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 to 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 Certificates (2000
Refunding Project) 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.
ln connection with the offering of the Certificates (2000 Refunding Project), the Underwriter may
over-allot or effect transactions which .stabilize or maintain the market price of the Certificates (2000
Refunding Project) at a level above that which might otherwise prevail in the open market. Such
stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the
Certificates (2000 Refunding Project) 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 Underwriter.
4687v2
TABLE OF CONTENTS
Page
INTRODUCTION ......................................................................................................•................................................. 1
GENERAL .................•................................................................................................................................................ 1
THE DISTRICT··························································································································································· 1
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES (2000 REFUNDING PROJECT) .................................. 2
THE CERTIFICATES (2000 REFUNDING PROJECT) ..................................................................................................... 3
BOOK-ENTRY SYSTEM .............................................................................................................................................. 3
ADDITIONAL OBLIGATIONS ...................................................................................................................................... 4
RESERVE FUND ............................................................................................................•............................................ 4
INTEREST RA TE MODES ............................................................................................................................... ······-·····. 4
OPTIONAL TENDER RIGHT ....................................................................................... ················································· 4
REDEMPTION AND MANDATORY TENDER PROVISIONS ............................................................................................. 5
STANDBY CERTIFICATE PURCHASE AGREEMENT ...................................................................................................... 5
TAX MATTERS ·························································································································································· 5
MISCELLANEOUS ...................................................................................................................................................... 5
PLAN OF REFUNDING .............................................................................................................................................. 6
THE CERTIFICATES (2000 REFUNDING PROJECT) ............................................................................................ 7
GENERAL ................................................................................................................................................................... 7
OPTIONAL TENDER PROVISIONS ............................................................................................................................... 8
MANDATORY TENDER PROVISIONS ........................................................................................................................ 10
TENDER AND PURCHASE OF CERTIFICATES (2000 REFUNDING PROJECT) ............................................................... 11
CONVERSION TO OTHER MODES ...................•........................................................................•................................ 12
PREPAYMENT PROVISIONS ....................................................................................................................................... 12
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES (2000 REFUNDING PROJECT) ....... 14
INSTALLMENT PAYMENTS ...................................................................................................................................... 14
NET REVENUES ....................................................................................................................................................... 15
RATE STABILIZATION ACCOUNT ........................ -.................................................................................................... 16
ALLOCATION OF REVENUES .................................................................................................................................... 16
RATE COVENANT ..................................•................................................................................................................. 17
RESERVE FUND ....................................................................................................................................................... 17
L!MITA TIONS ON ISSUANCE OF ADDITIONAL OBLIGATIONS .................................................................................... 18
INSURANCE .............................................................................................................................................................. 20
SWAP AGREEMENT ............................................................................................................................•.................... 20
ALLOCATION OF INSTALLMENT PAYMENTS .................................•.......................................................................... 20
STANDBY CERTIFICATE PURCHASE AGREEMENT ........................................................................................ 21
EVENTS OF DEFAULT ................................................................................................................................................ 22
CONSEQUENCES OF EVENTS OF DEFAULT ............................................................................................................... 23
THE BANK ................................................................................................................................................................ 23
THE DISTRICT .......................................................................................................................................................... 24
BACKGROUND ........................................................................................................................................................ 24
0RGANIZA TION AND ADMINJSTRA TION ................................................................................................................... 25
SERVICES ................................................................................................................................................................ 25
SERVICE AREA ........................................................................................................................................................ 26
EMPLOYEES ............................................................................................................................................................ 27
4687v2
INSURANCE ............................................................................................................................................................. 28
EXISTING FACILITIES .............................................................................................................................................. 28
PERMITS, LICENSES AND OTHER REGULATIONS ..................................................................................................... 30
CAPITAL IMPROVEMENT PROGRAM ........................................................................................................................ 31
DISTRICT REVENUES ............................................................................................................................................ 36
CAPITAL FACILITIES CAPACITY CHARGES .............................................................................................................. 36
ADDITIONAL REVENUES ......................................................................................................................................... 38
WASTEWATER TREATMENT HISTORY ... M••················································· .. ··························································· 40
CUSTOMERS ............................................................................................................................................................ 40
ASSESSED VALUATION ........................................................................................................................................... 42
TAX LEVIES AND DELINQUENCIES .......................................................................................................................... 42
BUDGETARY PROCESS ............................................................................................................................................ 43
RESERVES ....................................... ······································••••M••··--·····························································--········ 44
SUMMARY OF OPERATING DATA ............................................................................................................................ 44
PROJECTED OPERATING DATA ................................................................................................................................ 45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING DATA ...................................................................... 47
INVESTMENT OF DISTRICT FUNDS ........................................................................................................................... 47
FINANCIAL OBLIGATIONS .................................................................................................................................... 49
EXISTING INDEBTEDNESS ........................................................................................................................................ 49
ANTICIPATED FINANCINGS ..................................................................................................................................... 51
DIRECT AND OVERLAPPING BONDED DEBT ............................................................................................................ 51
THE CORPORATION ............................................................................................................................................... 52
LIMITATIONS ON TAXES AND REVENUES ....................................................................................................... 52
VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS ......................................... 55
LEGAL MA TIERS .................................................................................................................................................... 55
ABSENCE OF LITIGATION .................................................................................................................................... 55
FINANCIAL ST A TEMENTS ..................................................................................................................................... 56
TAX MA TIERS ......................................................................................................................................................... 56
RATINGS ................................................................................................................................................................... 57
UNDERWRITING ..................................................................................................................................................... 58
MISCELLANEOUS .................................................................................................................................................... 58
APPENDIX A-AUDITED COMBINED FINANCIAL STATEMENTS OF THE ORANGE COUNTY SANITATION
DISTRICT FOR FISCAL YEARS ENDING JUNE 30, 1999 AND 1998 ............................................ 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-BOOK-ENTRY SYSTEM ...................................................................................................................... D-1
APPENDIX E-FORM OF APPROVING OPINION OF SPECIAL COUNSEL ........................................................... E-1
ii
4687v2
OFFICIAL STATEMENT
$ _____ _
ORANGE COUNTY SANITATION DISTRICT
Refunding Certificates of Participation
(2000 Refunding Project)
INTRODUCTION
This introduction contains only a brief summary of certain of the terms of the Certificates (2000
Refunding Project) 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.
See Appendix C-"Summary of Principal Legal Documents-Trust Agreement" herein.
General
This Official Statement, including the cover page and all appendices hereto, provides certain
information concerning the sale and delivery of $ aggregate principal amount of the Orange
County Sanitation District Refunding Certificates of Participation (2000 Refunding Project) (the
"Certificates (2000 Refunding Project)") evidencing direct and proportionate interests in the right to
receive Installment Payments (the "Installment Payments") and the interest thereon, to be made by the
Orange County Sanitation District (the "District") pursuant to the Installment Purchase Agreement, dated
as of I, 2000 (the "Installment Purchase Agreement"), to be entered into by and between the
District and the Orange County Sanitation District Financing Corporation (the "Corporation").
Installment Payments under the Installment Purchase Agreement are payable solely from Net Revenues
(as defined hereinafter) as provided in the Master Agreement for District Obligations, dated as of __
1, 2000 (the "Master Agreement"), by and between the District and the Corporation. The Certificates
(2000 Refunding Project) are to be executed and delivered pursuant to a Trust Agreement, dated as of
-----1, 2000 (the "Trust Agreement"), among the District, the Corporation and State Street Bank
and Trust Company of California, N.A., as trustee (the "Trustee"). Proceeds from the sale of the
Certificates (2000 Refunding Project) will be used for the purpose of current refunding the outstanding
principal amount of the District's Certificates of Participation (Capital Improvement Program, 1990-92
Series A) (the "1990 Series A Certificates") and the Certificates of Participation (Capital Improvement
Program, 1990-92 Series C) (the "1992 Series C Certificates") and advance refunding all of the
outstanding principal amount of the District's Certificates of Participation (Capital Improvement
Program, 1990-92 Series B) (the "1991 Series B Certificates"), all of which were executed and delivered
to finance the acquisition, construction and installation of certain improvements to the District's
Wastewater System (the "Wastewater System"), to finance a reserve fund for the Certificates (2000
Refunding Project) and to pay costs of issuance of the Certificates (2000 Refunding Project). See "Plan
of Refunding" herein.
The District
The District is a public agency responsible for regional wastewater collection, treatment and
disposal. The District is the third largest wastewater discharger west of the Mississippi River. The District
4687v2
provides service to approximately 2.4 million people in the northern and central portion of the County of
Orange (the "County") treating 240 million gallons per day ("mg/d") of wastewater.
The District's service area was originally formed in 1954 pursuant to the County Sanitation
District Act, as amended, being Section 4700 et seq. of the Health and Safety Code of the State. The
service area of the District originally consisted of seven independent special districts in the County which
were responsible for matters relating to their individual districts. These special districts were jointly
responsible for the treatment and disposal facilities which they each used. Two additional districts were
formed and additional service areas were added in 1985 and 1986. In April 1998, at the request of the
District's Board of Directors, the Board of Supervisors of Orange County (the "Board") passed
Resolution No. 98-140 effective July 1, 1998 (the "Resolution") 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 structures, reduce the size of the
District's Board of Directors, ease administrative processes, streamline decision-making and consolidate
accounting and auditing processes. Pursuant to the Resolution and Government Code Section 57500, the
predecessor special districts transferred and assigned all of their powers, rights, duties, obligations,
functions and properties to the District, including their obligations to repay the 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 "The District," "District
Revenues" and "Financial Obligations" herein.
Security and Sources of Payment for the Certificates (2000 Refunding Project)
The Certificates (2000 Refunding Project) are payable from Installment Payments paid by the
District pursuant to the Installment Purchase Agreement. The obligation of the District to pay the
Installment Payments and the interest thereon and other payments required to be made by it under the
Installment Purchase Agreement in 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
Trust Agreement and the Master 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.
In December 1992, the predecessor special districts issued $160,600,000 aggregate principal
amount of variable rate certificates of participation (the "1992 Refunding Certificates") to advance refund
the remaining outstanding principal balance of the 1986 Certificates of Participation (the "1986
Certificates") and $38,350,000 of the outstanding principal balance of the 1991 Series B Certificates of
Participation. In September 1993, the predecessor special districts issued $46,000,000 aggregate principal
amount of variable rate certificates of participation (the "1993 Refunding Certificates" and together with
the 1992 Refunding Certificates the "Outstanding Senior Obligations") which, together with other funds,
were used to advance refund $39,740,000 of the outstanding principal balance of the 1991 Series B
Certificates. In connection with the issuance of the Outstanding Senior Obligations, the predecessor
special districts entered into two separate interest rate swap agreements whereby the special districts
agreed to pay the swap providers a fixed amount and the swap providers agreed to pay the special
districts a floating amount equal to the interest rates evidenced by the respective Outstanding Senior
Obligations.
The Outstanding Senior Obligations, including the District's obligation to the swap providers, are
to be payable on a parity with the Certificates (2000 Refunding Project), as provided in the Master
2
4687v2
Agreement. See "Financial Obligations -Existing Indebtedness" herein and Appendix C -"Summary of
Principal Legal Documents -Master Agreement" attached hereto. The term "Senior Obligations" as used
in this Official Statement refers to the Certificates (2000 Refunding Project), the Outstanding Senior
Obligations and any additional Senior Obligations payable on a parity basis to the Installment Payments
as provided in the Master Agreement. Senior Obligations, together with any Subordinate Obligations
payable on a subordinate basis to the Installment Payments issued as provided in the Master Agreement
are referred to collectively as the "Obligations."
Pursuant to the Master Agreement [and the Installment Purchase 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 Certificates (2000 Refunding
Project) -Rate Covenant" herein.
The obligation of the District to pay the Installment Payments 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
and the Master Agreement, solely from Net Revenues and other funds provided for in the Master
Agreement and 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 Payments, or the interest thereon, or other payments required to be made under the
Installment Purchase Agreement. See "Security and Sources of Payment for the Certificates (2000
Refunding Project)" herein.
The Certificates (2000 Refunding Project)
The Certificates (2000 Refunding Project) will be prepared in the form of fully registered
Certificates (2000 Refunding Project) in Authorized Denominations. The Certificates (2000 Refunding
Project) will initially bear interest at the Daily Rate Mode and while in a Daily Rate Mode or Weekly
Rate Mode, will be delivered in the denomination of $100,000 and whole multiples thereof, except that
one Series 2000 Certificate may be in the amount of $100,000 and a whole multiple of $5,000 in excess
thereof (each an "Authorized Denomination"). So long as the Certificates (2000 Refunding Project)
are in the DTC book-entry system, the interest, principal, purchase price and prepayment premiums, if
any, due with respect to the Certificates (2000 Refunding Project) 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 D -"Book-Entry System" herein.
Book-Entry System
The Certificates (2000 Refunding Project) will be executed and delivered in book-entry form
only and, when delivered, 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
3
4687v2
Certificates (2000 Refunding Project). Individual purchases of the Certificates (2000 Refunding Project)
will be made in book-entry form only. Purchasers of the Certificates (2000 Refunding Project) will not
receive certificates representing their ownership interests in the Certificates (2000 Refunding Project)
purchased. Principal and interest payments on the Certificates (2000 Refunding Project) are payable
directly to DTC by the Trustee. Upon receipt of payments of principal and interest, DTC will in turn
distribute such payments to the beneficial Owners of the Certificates (2000 Refunding Project). See "The
Certificates (2000 Refunding Project)-General" and Appendix D-"Book-Entry System."
Additional Obligations
In addition to the Certificates (2000 Refunding Project) and the Outstanding Senior Obligations,
the District may at any time incur additional Obligations payable on a parity or on a subordinate basis to
the payment by the District of the Installment Payments upon satisfaction of conditions provided in the
Master Agreement. See "Security and Sources of Payment for the Certificates (2000 Refunding Project) -
Limitations on Issuance of Additional Obligations" herein.
Reserve Fund
The Trust Agreement provides for the funding of the Reserve Fund in an amount equal to the
Reserve Requirement, which is defined as an amount equal to the least of (i) the maximum amount of
remaining Installment Payments, and the interest thereon, coming due in any one year; (ii) I 0% of the
proceeds of the Certificates (2000 Refunding Project); or (iii) 125% of the average amount of remaining
Installment Payments, and the interest thereon, coming due in each year. Amounts in the Reserve Fund
may be used to pay principal of and interest with respect to the Certificates (2000 Refunding Project) to
the extent that amounts in the Principal Account and Interest Account are insufficient therefor. A portion
of the proceeds of the Certificates (2000 Refunding Project) will be deposited into the Reserve Fund
sufficient to satisfy the Reserve Requirement as defined in the Trust Agreement. See Appendix C -
"Summary of Principal Legal Documents-Trust Agreement."
Interest Rate Modes
The Certificates (2000 Refunding Project) will initially bear interest at the Daily Rate Mode.
Upon satisfaction of certain conditions provided in the Trust Agreement, the Certificates (2000
Refunding Project) may be converted to the Weekly Rate Mode, the Extended Rate Mode or the Fixed
Rate Mode (each, a "Mode."). Interest on the Certificates (2000 Refunding Project) during the Daily Rate
Mode and Weekly Rate Mode will be payable on the first Business Day of each calendar month (each, an
"Interest Payment Date"). See "The Certificates (2000 Refunding Project)" herein.
Optional Tender Right
While the Daily Rate Mode is in effect, Owners of Certificates (2000 Refunding Project) (other
than Bank Certificates) may elect to have their Certificates (2000 Refunding Project) (or portions thereof
in Authorized Denominations) purchased at a purchase price equal to the principal amount thereof,
without premium, plus any accrued but unpaid interest to the Purchase Date ("Purchase Price") on any
Business Day upon delivery of a written notice of tender meeting the requirements set forth in the Trust
Agreement to the Remarketing Agent and the Trustee not later than 9:45 a.m. (New York City time) on
such Business Day.
4
4687v2
While the Weekly Rate Mode is in effect, Owners of Certificates (2000 Refunding Project) (other
than Bank Certificates) may elect to have their Certificates (2000 Refunding Project) (or portions thereof
in Authorized Denominations) purchased at the Purchase Price on any Business Day upon delivery of a
written notice of tender meeting the requirements set forth in the Trust Agreement to the Remarketing
Agent and the Trustee not later than 5:00 p.m. (New York City time) on a Business Day not less than
seven days prior to the Purchase Date. See "The Certificates(2000 Refunding Project) -Optional Tender
Provisions".
Redemption and Mandatory Tender Provisions
The Certificates (2000 Refunding Project) will be subject to mandatory sinking fund and optional
prepayment prior to maturity as more fully described herein. See "The Certificates (2000 Refunding
Project) -Prepayment Provisions" herein. The Certificates (2000 Refunding Project) are also subject to
mandatory tender for purchase in certain circumstances, including conversion to a different Mode, all as
more particularly described under the caption "The Certificates (2000 Refunding Project) -Mandatory
Tender Provisions" herein.
Standby Certificate Purchase Agreement
Subject to certain termination events upon an Event of Default, payment of the Purchase Price of
the Certificates (2000 Refunding Project) will be funded by the Standby Certificate Purchase Agreement,
dated as of 1, 2000 (the "Standby Certificate Purchase Agreement") to be entered into by and
between the District and Dexia Credit Local de France (the "Bank"). The Standby Certificate Purchase
Agreement is subject to termination upon notice to the Owners of mandatory tender for purchase under
certain circumstances as provided in the Standby Certificate Purchase Agreement. See "The Certificates
(2000 Refunding Project) -Mandatory Tender Provisions" and "Standby Certificate Purchase
Agreement" herein. The Standby Certificate Purchase Agreement relates only to the Certificates (2000
Refunding Project) and will not, under any circumstances, provide for the payment of principal and
interest evidenced by, or the Purchase Price of, Additional Obligations or Outstanding Senior
Obligations.
Tax Matters
In the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel, based upon an analysis of
existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance
with certain covenants, interest evidenced by the Certificates (2000 Refunding Project) is excluded from
gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986
and is exempt from State personal income taxes. In the further opinion of Special Counsel, interest
evidenced by the Certificates (2000 Refunding Project) is not a specific preference item for purposes of
the federal individual or corporate alternative minimum taxes, although Special Counsel observes that
such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable
income. Special Counsel expresses no opinion regarding any other tax consequences related to the
ownership or disposition of, or the accrual or receipt of interest evidenced by, the Certificates (2000
Refunding Project). See "Tax Matters" and see the proposed form of opinion of Special Counsel set forth
in Appendix E herein.
Miscellaneous
5
4687v2
The Certificates (2000 Refunding Project) will be offered when, as and if executed and delivered,
and received by the Underwriter, subject to the approval as to their legality by Special Counsel and
certain other conditions. It is anticipated that the Certificates (2000 Refunding Project) in definitive form
will be available for delivery to OTC on or about , 2000.
The Certificates (2000 Refunding Project) are initially exempt from the rules of the Securities
and Exchange Commission relating to continuing disclosure of annual financial information and certain
material events. The District's Comprehensive Annual Financial Reports are available upon request from
Gary Streed, Director of Finance, Orange County Sanitation District, 10844 Ellis A venue, Fountain
Valley, California 92708-7018.
The descriptions herein of the Trust Agreement, the Master Agreement, the Installment Purchase
Agreement and the Standby Certificate Purchase Agreement and any other agreements relating to the
Certificates (2000 Refunding Project) are qualified in their entirety by reference to such documents.
Copies of the documents are on file and available for inspection at the corporate trust office of the
Trustee at [725 S. Figueroa Street, Suite 3100, Los Angeles, California 90017-540 I]. All capitalized
terms used in this Official Statement and not otherwise defined herein have the same meanings as in the
Trust Agreement, the Master Agreement and the Installment Purchase Agreement. See Appendix C -
"Summary of Principal Legal Documents [-Trust Agreement," and "-Master Agreement"] for
definitions of certain words and terms used but not otherwise defined herein.
PLAN OF REFUNDING
To finance the acquisition, construction and installation costs of certain improvements to the
District's Wastewater System, the District caused the execution and delivery of its (i) Certificates of
Participation (Capital Improvement Program, 1990-92 Series A) in the original principal amount of
$100,000,000(the"1990 Series A Certificates"), of which $83,300,000 currently remains outstanding; (ii)
Certificates of Participation (Capital Improvement Program, 1990-92 Series C) in the original principal
amount of $98,500,000 (the "1992 Series C Certificates"), of which $86,200,000 currently remains
outstanding; and (iii) Certificates of Participation (Capital Improvement Program, 1990-92 Series B) in
the original principal amount of $117,550,000 (the "1991 Series B Certificates"). 1991 Series B
Certificates in the principal amount of $86,255,000 were refunded in two series of certificates of
participation referred to as Outstanding Senior Obligations in this Official Statement. The District plans to
current refund the 1990 Series A Certificates and the 1992 Series C Certificates and to advance refund the
remaining $18,695,000 principal amount of 1991 Series B Certificates with a portion of the proceeds of
the Certificates (2000 Refunding Project). Such refunded portion of the 1991 Series B Certificates, the
1992 Series A Certificates and the 1992 Series C Certificates are referred to as the "Refunded
Certificates." See "Financial Obligations -Existing Indebtedness" herein for additional information
regarding the Outstanding Senior Obligations.
Upon delivery of the Certificates (2000 Refunding Project), a portion of the proceeds, together
with certain other amounts will be deposited in an escrow fund (the "Escrow Fund") established under the
Escrow Agreement, dated as of I, 2000 (the "Escrow Agreement"), by and among the District,
the Corporation and [ ] as escrow agent for the [Refunded Certificates] thereunder.
Moneys in the Escrow Fund will be invested in direct general obligations of, or obligations on which the
payment of the principal of and interest are unconditionally guaranteed by the United States of America,
the interest on and principal of which will be sufficient to pay the principal and interest evidenced by the
1991 Series B Certificates due to and including August 1, 2001, to pay the prepayment price of the 1991
Series B Certificates on August 1, 2001, to pay the principal and interest evidenced by the 1992 Series A
6
4687v2
Certificates and the 1992 Series C Certificates due to and including and to pay the prepayment
price of the 1992 Series A Certificates and the 1992 Series C Certificates on . See "Verification
of Arithmetical and Mathematical Computations" herein.
The table below sets forth the estimated sources and uses of the proceeds of the Certificates
(2000 Refunding Project).
Estimated Sources and Uses of Proceeds of the Certificates (2000 Refunding Project)
Sources
Certificate Proceeds
Existing Funds
Total Sources
Uses
Escrow Fund for Refunded Certificates
Reserve Fund
Costs oflssuance11 l
Total Uses
$
$ ======-
$
$ ======
<1l Costs of issuance include, among other things, fees of rating agencies, underwriter's discount, initial fees of the
Trustee and the Escrow Agent, initial fees for the Standby Certificate Purchase Agreement and Bond Counsel fees.
THE CERTIFICATES (2000 REFUNDING PROJECT)
General
The Certificates (2000 Refunding Project) will be prepared in the form of fully registered
Certificates (2000 Refunding Project) in Authorized Denominations. The Certificates (2000 Refunding
Project) will initially bear interest at the Daily Rate Mode and while in a Daily Rate Mode or Weekly
Rate Mode, will be delivered in the denomination of $100,000 and whole multiples thereof, except that
one Series 2000 Certificate may be in the amount of $100,000 and a whole multiple of $5,000 in excess
thereof. So long as the Certificates (2000 Refunding Project) are in the DTC book-entry system, the
interest, principal and prepayment premiums, if any, due with respect to the Certificates (2000 Refunding
Project) will be payable by the Trustee, or its agent, to DTC or its nominee. DTC, in tum, will make
payments pursuant to its procedures as described under Appendix D-"Book-Entry System" herein.
The Certificates (2000 Refunding Project) will be dated the date of initial delivery and will
mature on August I, 2019. During the Daily Rate Mode and Weekly Rate Mode, payment of interest
with respect to the Certificates (2000 Refunding Project) will be payable on the first Business Day of
each calendar month commencing on August 1, 2000. While the Certificates (2000 Refunding Project)
are in the Daily Rate Mode or the Weekly Rate Mode, interest evidenced by the Certificates (2000
Refunding Project) will be computed on the basis of the actual days elapsed and a 365 or 366-day year, as
applicable. Upon satisfaction of the requirements provided in the Trust Agreement, the Certificates (2000
Refunding Project) may be converted to the Weekly Rate Mode, Extended Rate Mode or the Fixed Rate
Mode as provided in the Trust Agreement. Notwithstanding the foregoing, the interest on Installment
Payments evidenced by Bank Certificates shall accrue at the Bank Certificate Rate, calculated as
7
4687v2
provided in the Trust Agreement. See Appendix C -"Summary of Principal Legal Documents -Trust
Agreement."
The Certificates (2000 Refunding Project) will initially bear interest in the Daily Rate Mode until
converted to another Mode as provided in the Trust Agreement or until becoming Bank Certificates (at
which time they will evidence interest at the Bank Certificate Rate until such time as they are no longer
Bank Certificates).
Daily Rate Periods will be for one day. Weekly Rate Periods will be from Wednesday of each
week to but excluding Wednesday of the following week, except that (i) in the case of a conversion of
the Certificates (2000 Refunding Project) to a Weekly Rate Mode from an Extended Rate Mode, the
initial Weekly Rate Period upon such conversion shall be from the Conversion Date to but excluding
Wednesday of the following week, (ii) in the case of a conversion of the Certificates (2000 Refunding
Project) from a Weekly Rate Mode to an Extended Rate Mode, the last Weekly Rate Period will end on
the Conversion Date, and (iii) in the case the Weekly Rate Mode is in effect as of the stated Principal
Payment Date for the Certificates (2000 Refunding Project), the last Weekly Rate Period will end on such
stated Principal Payment Date.
The Remarketing Agent will determine the Daily Rate for each Daily Rate Period that is a
Business Day not later than 9:45 a.m. (New York City time) on such Business Day. The Daily Rate for
any Daily Rate Period that is not a Business Day shall be the Daily Rate established for the immediately
preceding Business Day. The Remarketing Agent will determine the Weekly Rate for each Weekly Rate
Period not later than 4:00 p.m. (New York City time) on the last Business Day which is immediately prior
to the commencement date of the Weekly Rate Period to which such Weekly Rate relates. The Daily
Rate or Weekly Rate so determined will be the lowest rate of interest which, in the judgment of the
Remarketing Agent, would cause the Certificates (2000 Refunding Project) to produce as nearly as
practicable a bid equal to the principal evidenced thereby, plus accrued interest evidenced thereby, under
prevailing market conditions as of the date of determination of such Daily Rate or Weekly Rate.
Notwithstanding the foregoing, in no event will any Daily Rate or Weekly Rate exceed the Maximum
Rate.
Notice of [Daily Rates] and Weekly Rates shall be given by the Remarketing Agent to the
Trustee by telephone (followed by notice in writing by an authorized officer of the Remarketing Agent)
not later than 5:00 p.m. on the date of determination. The Trustee shall inform the Owners of the
Certificates (2000 Refunding Project) and the Bank of each Daily Rate and Weekly Rate upon request.
All determinations of Daily Rates and Weekly Rates as provided in the Trust Agreement will be
conclusive and binding upon the District, the Trustee, the Bank and the Owners of the Certificates (2000
Refunding Project). The District, the Trustee, the Bank and the Remarketing Agent will not be liable to
the Owner of any Series 2000 Certificate for failure to give any notice required above or for failure of the
Owner of any Series 2000 Certificate to receive any such notice.
Optional Tender Provisions
Optional Tenders While Daily Rate Mode in Effect. While the Daily Rate Mode is in effect,
Owners of Certificates (2000 Refunding Project) (other than Bank Certificates) may elect to have their
Certificates (2000 Refunding Project) (or portions thereof in Authorized Denominations) purchased at the
Purchase Price on any Business Day upon delivery of a written notice of tender meeting the requirements
set forth in the Trust Agreement to the Remarketing Agent and the Trustee not later than 9:45 a.m. (New
8
4687v2
York City time) on such Business Day. The determination of the Trustee as to whether a notice of tender
has been properly delivered in accordance with the Trust Agreement will be conclusive and binding upon
the Owner.
Not later than 10:00 a.m. on the date of receipt of any such notice of tender, the Trustee
[Remarketing Agent] will notify the Bank of the principal evidenced by Certificates (2000 Refunding
Project) or portions thereof to be tendered and remarketed and that such Certificates (2000 Refunding
Project) or portions thereof are to be tendered and remarketed on such date. Such notice will be given by
telephone, telegram, telecopy, telex or other similar communication and will be promptly confirmed in
writing.
The Remarketing Agent will offer for sale and use its best efforts to find purchasers for all
Certificates (2000 Refunding Project) or portions thereof properly tendered. The terms of any sale by the
Remarketing Agent of tendered Certificates (2000 Refunding Project) will provide for the purchase of the
remarketed Certificates (2000 Refunding Project) at the Purchase Price and the payment of such Purchase
Price to the Trustee by the Remarketing Agent in immediately available funds against delivery of the
remarketed Certificates (2000 Refunding Project) to the Trustee at or before 11 :30 a.m. on the Purchase
Date. Notwithstanding the foregoing, the Remarketing Agent will not offer for sale any Series 2000
Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the Daily Rate
Mode to another Mode has been given to the Owner of such Series 2000 Certificate pursuant to the
provisions of the Trust Agreement, or (ii) any defeasance of such Series 2000 Certificate in accordance
with the provisions of the Trust Agreement has occurred, unless the Remarketing Agent has advised the
person in writing to whom the offer is made of such occurrence and the effect of the same on the rights of
the Owner of such Series 2000 Certificate, including, but not limited to, the rights of such Owner to
tender such Series 2000 Certificate, as described in the conversion notice from the Trustee to the Owner
of such Series 2000 Certificate.
Optional Tenders While Weekly Rate Mode in Effect. While the Weekly Rate Mode is in
effect, Owners of Certificates (2000 Refunding Project) (other than Bank Certificates) may elect to have
their Certificates (2000 Refunding Project) (or portions thereof in Authorized Denominations) purchased
at the Purchase Price on any Business Day upon delivery of a written notice of tender meeting the
requirements set forth in the Trust Agre.ement to the Remarketing Agent and the Trustee not later than
5 :00 p.m. (New York City time) on a Business Day not Jess than seven days prior to the Purchase Date.
Not later than 4:30 p.m. on the Business Day immediately following the date of receipt of any
notice of tender, the Trustee [Remarketing Agent] will notify the Bank of the principal evidenced by
Certificates (2000 Refunding Project) or portions thereof to be tendered and remarketed and the date on
which such Certificates (2000 Refunding Project) or portions thereof are to be tendered and remarketed.
Such notice will be given by telephone, telegram, telecopy, telex or other similar communication and will
be promptly confirmed in writing.
The Remarketing Agent will offer for sale and use its best efforts to find purchasers for all
Certificates (2000 Refunding Project) or portions thereof properly tendered. The terms of any sale by the
Remarketing Agent of tendered Certificates (2000 Refunding Project) will provide for the purchase of the
remarketed Certificates (2000 Refunding Project) at the Purchase Price and the payment of such Purchase
Price to the Trustee by the Remarketing Agent in immediately available funds against delivery of the
remarketed Certificates (2000 Refunding Project) to the Trustee at or before 11:30 a.m. on the Purchase
Date. Notwithstanding the foregoing, the Remarketing Agent will not offer for sale any Series 2000
Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the Weekly Rate
9
4687v2
Mode to another Mode has been given to the Owner of such Series 2000 Certificate pursuant to the
provisions of the Trust Agreement, or (ii) any defeasance of such Series 2000 Certificate in accordance
with the provisions of the Trust Agreement has occurred, unless the Remarketing Agent has advised the
person in writing to whom the offer is made of such occurrence and the effect of the same on the rights of
the Owner of such Series 2000 Certificate, including, but not limited to, the rights of such Owner to
tender such Series 2000 Certificate, as described in the conversion notice from the Trustee to the Owner
of such Series 2000 Certificate.
Mandatory Tender Provisions
On Conversion Dates. The Certificates (2000 Refunding Project) will be subject to mandatory
tender for purchase on each Conversion Date, and the Owners shall not be entitled to retain such
Certificates (2000 Refunding Project). Notice of conversion to another Mode will be given to the Owners
in the manner provided with respect to optional conversion between Variable Rate Modes in the Trust
Agreement. Notice of conversion to the Fixed Rate Mode will be given to the Owners in the manner
provided with respect to conversion to the Fixed Rate Mode therein. The provisions with respect to
purchase of tendered Certificates (2000 Refunding Project) therein will be applicable to the purchase,
payment for and registration and delivery of tendered Certificates (2000 Refunding Project). Any Series
2000 Certificate not tendered for purchase on a Conversion Date, as required in the Trust Agreement will
be deemed tendered and purchased on such Conversion Date, and thereafter the Owner thereof will have
no further rights under the Trust Agreement except to receive such Purchase Price.
After Each Extended Rate Period The Certificates (2000 Refunding Project) will be subject to
mandatory tender for purchase on the day following the last day of each Extended Rate Period, and the
Owners will not be entitled to retain such Certificates (2000 Refunding Project). The Trustee will, not
less than 10 days prior to each such mandatory tender date, mail by first class mail, postage prepaid, a
notice to all of the Owners of the Certificates (2000 Refunding Project), which notice will set forth
mandatory tender date and state (i) that the Certificates (2000 Refunding Project) are subject to
mandatory tender for purchase (without the right to retain) on such mandatory tender date at a Purchase
Price equal to the principal evidenced thereby plus accrued interest evidenced thereby, (ii) that the
Certificates (2000 Refunding Project) will be deemed purchased on such mandatory tender date, and
thereafter the Owner will have no further rights under the Trust Agreement except to receive such
Purchase Price, and (iii) that on and after the last Business Day that is at least four days prior to such
mandatory tender date, the Trustee, upon request of an Owner, will inform such Owner of the duration of
the Extended Period commencing on such mandatory tender date and the Extended Rate relating thereto.
The provisions of the Trust Agreement will be applicable to the purchase, payment for and registration
and delivery of the Certificates. Any Series 2000 Certificate not tendered for purchase on such a
mandatory tender date, as required by the Trust Agreement, will be deemed tendered and purchased on
such mandatory tender date, and thereafter the Owner thereof will have no further rights under the Trust
Agreement except to receive such Purchase Price.
Upon Expiration or Substitution of Liquidity Facility or Event of Default with Respect Thereto.
Prior to conversion of the Certificates (2000 Refunding Project) to the Fixed Rate Mode, the Certificates
(2000 Refunding Project) shall be subject to mandatory tender for purchase at the Purchase Price:
(i)
Liquidity Facility;
4687v2
on the last Business Day which is at least five days prior to expiration of the
10
(ii) on the fifth Business Day following the Trustee's receipt of a Notice of
Mandatory Tender from the Bank; and
(iii) if the Certificates (2000 Refunding Project) are in the Daily Rate Mode or the
Weekly Rate Mode, on the last Business Day which is at least five days prior to the substitution of a
Substitute Liquidity Facility for the Standby Certificate Purchase Agreement pursuant to the provisions of
the Trust Agreement.
The Owners may not elect to retain their Certificates (2000 Refunding Project) in the event of
mandatory tender upon expiration or substitution of liquidity facility or event of default, as described
above.
Notice of Mandatory Purchase. Notice of mandatory tender of the Certificates (2000 Refunding
Project), stating the date on which and time at which the Certificates (2000 Refunding Project) are
required to be tendered for purchase, will be given by first class mail, postage prepaid by the Trustee to
the Owners of the Certificates (2000 Refunding Project) not less than five Business Days prior to the date
on which the Certificates (2000 Refunding Project) are to be purchased pursuant to the Trust Agreement
or as soon as practicable after the Trustee's receipt of a Notice of Mandatory Tender from the Bank, with
respect to a purchase pursuant to paragraph (ii) above. A copy of such notice will be sent to the District,
the Remarketing Agent and the Bank. Notice having been so given, such mandatory tender will occur on
the date provided in such notice whether or not a Substitute Liquidity Facility is provided after such
initial notice has been given.
Tender and Purchase of Certificates (2000 Refunding Project)
Before 4:00 p.m. on the Purchase Date and upon receipt by the Trustee of 100% of the aggregate
Purchase Price of the tendered Certificates (2000 Refunding Project), the Trustee will pay the Purchase
Price of such Certificates (2000 Refunding Project) to the Owners thereof at its Principal Office or by
bank wire transfer. Such payments will be made in immediately available funds. Payments of such
Purchase Price are to be made from the following sources in the order of priority indicated:
(i) the proceeds of the sale of the Certificates (2000 Refunding Project) which have
been remarketed by the Remarketing Agent; and
(ii) moneys paid pursuant to draws on the Standby Certificate Purchase Agreement
to pay the Purchase Price of Certificates (2000 Refunding Project).
The Remarketing Agent will offer for sale and use its best efforts to find purchasers for all
Certificates (2000 Refunding Project) or portions thereof properly tendered. The terms of any sale by the
Remarketing Agent of tendered Certificates (2000 Refunding Project) will provide for the purchase of the
remarketed Certificates (2000 Refunding Project) at the Purchase Price and the payment of such Purchase
Price to the Trustee by the Remarketing Agent in immediately available funds against delivery of the
remarketed Certificates (2000 Refunding Project) to the Trustee at or before 11 :30 a.m. on the Purchase
Date. Notwithstanding the foregoing, the Remarketing Agent will not offer for sale any Series 2000
Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the Weekly Rate
Mode to another Mode has been given to the Owner of such Series 2000 Certificate pursuant to the
provisions of the Trust Agreement, or (ii) any defeasance of such Series 2000 Certificate in accordance
with the provisions of the Trust Agreement has occurred, unless the Remarketing Agent has advised the
person in writing to whom the offer is made of such occurrence and the effect of the same on the rights of
11
4687v2
the Owner of such Series 2000 Certificate, including, but not limited to, the rights of such Owner to
tender such Series 2000 Certificate, as described in the conversion notice from the Trustee to the Owner
of such Series 2000 Certificate.
Conversion to Other Modes
Optional Conversion Between Variable Rate Modes. At the option of the District and upon
delivery of an Opinion of Counsel to the effect that such conversion will not, in and of itself, adversely
affect the exclusion from gross income of interest evidenced by the Certificates (2000 Refunding Project)
for federal income tax purposes, all of the Certificates (2000 Refunding Project) may be converted from
the then current Variable Rate Mode to another Variable Rate Mode as provided in the Trust Agreement.
In the case of conversion from the Daily Rate Mode to another Variable Rate Mode, the Conversion Date
shall be an Interest Payment Date for the Daily Rate Mode. In the case of conversion from the Weekly
Rate Mode to another Variable Rate Mode, the Conversion Date shall be an Interest Payment Date for the
Weekly Rate Mode. In the case of a conversion from the Extended Rate Mode to another Variable Rate
Mode, the Conversion Date will be the day following the last day of the Extended Rate Period.
Notwithstanding the delivery of notice of the conversion pursuant to the Trust Agreement, conversion to
a new Variable Rate Mode will not take effect unless all of the conditions provided in the Trust
Agreement are satisfied.
Conversion to the Fixed Rate Mode. All of the Certificates (2000 Refunding Project) may be
converted from the then current Variable Rate Mode to the Fixed Rate Mode at the option of the District
as provided in the Trust Agreement. The Conversion Date for any conversion of Certificates (2000
Refunding Project) to the Fixed Rate Mode will be, if the conversion is from the Daily Rate Mode or the
Weekly Rate Mode, the first Business Day of a calendar month, and, if the conversion is from the
Extended Rate Mode, the day following the last day of an Extended Rate Period. Notwithstanding the
delivery of notice of the conversion pursuant to the Trust Agreement, conversion to the Fixed Rate Mode
will not take effect unless all of the conditions provided in the Trust Agreement are satisfied.
Prepayment Provisions
Optional Prepayment. While the Daily Rate Mode or the Weekly Rate Mode is in effect, the
Certificates (2000 Refunding Project) will be subject to prepayment prior to their stated Principal
Payment Date, on any Interest Payment Date, at the option of the District, as a whole or in part in
Authorized Denominations, from and to the extent of prepaid Installment Payments paid pursuant to the
Installment Purchase Agreement, at a prepayment price equal to the principal evidenced thereby, plus
accrued interest evidenced thereby to the date fixed for prepayment, without premium.
Mandatory Sinking Fund Account Prepayment. The Certificates (2000 Refunding Project) are
subject to repayment prior to their stated Principal Payment Date, in part, from Mandatory Sinking
Account Payments, on each August 1 specified below, at a prepayment price equal to the principal
evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without
premium. The principal evidenced by such Certificates (2000 Refunding Project) to be so prepaid and
the dates therefor will be as follows:
12
4687v2
Mandatory Mandatory
Date Sinking Fund Date Sinking Fund
(August 1) Amount (August 1) Amount
2000 $ 2009 $
2001 2010
2002 2011
2003 2012
2004 2013
2005 2014
2006 2015
2007 2016
2008 2017
2018
2019*
*Stated Maturity Date.
The amount of each such prepayment will be reduced as directed by the District, to the extent
possible, in Authorized Denominations, in the event and to the extent of any and all prepayments of
Certificates (2000 Refunding Project), other than prepayments made as described in the preceding
paragraph.
Selection of Certificates (2000 Refunding Project) for Prepayment. Whenever less than all the
Outstanding Certificates (2000 Refunding Project) are to be prepaid on any one date, the Trustee shall
select the Certificates (2000 Refunding Project) to be prepaid by lot in any manner that the Trustee deems
fair and appropriate, which decision shall be final and binding upon the District, the Corporation and the
Owners. Notwithstanding the foregoing, all Bank Certificates shall be prepaid prior to the prepayment of
any other Certificates (2000 Refunding Project). The Trustee will promptly notify the District in writing
of the numbers of the Certificates (2000 Refunding Project) so selected for prepayment on such date. For
purposes of such selection, any Series 2000 Certificate may be prepaid in part in Authorized
Denominations.
Notice of Prepayment. When prepayment of Certificates (2000 Refunding Project) is
authorized pursuant to the Trust Agreement, the Trustee will give notice, at the expense of the District, of
the prepayment of the Certificates (2000 Refunding Project). The notice of prepayment will specify the
Certificates (2000 Refunding Project) or designated portions thereof (in the case of prepayment of the
Certificates (2000 Refunding Project) in part but not in whole) which are to be prepaid, the date of
prepayment, the place or places where the prepayment will be made, including the name and address of
any paying agent, the prepayment price, the CUSIP numbers assigned to the Certificates (2000 Refunding
Project) to be prepaid, and the numbers of the Certificates (2000 Refunding Project) to be prepaid in
whole or in part and, in the case of any Series 2000 Certificate to be prepaid in part only, the principal
evidenced by such Certificates (2000 Refunding Project) to be prepaid. Such notice of prepayment will
further state that on the specified date there shall become due and payable upon each Series 2000
Certificate or portion thereof being prepaid the prepayment price and that from and after such date
interest evidenced thereby will cease to accrue and be payable.
The actual receipt by an Owner or by any of the securities depositories or information services
specified in the Trust Agreement of any notice of such prepayment shall not be a condition precedent to
13
4687v2
prepayment, and neither failure to receive such notice nor any defect therein shall affect the validity of
the proceedings for the prepayment of such Certificates (2000 Refunding Project) or the cessation of
interest evidenced thereby on the date fixed for prepayment.
A certificate by the Trustee that notice of prepayment has been given to Owners or to any of the
securities depositories or information services specified in the Trust Agreement as provided therein shall
be conclusive as against all parties, and no Owner whose Series 2000 Certificate is called for prepayment
may object thereto or object to the cessation of interest evidenced thereby on the fixed prepayment date
by any claim or showing that said Owner failed to actually receive such notice of prepayment.
If notice of prepayment has been duly given as aforesaid and funds for the payment of the
prepayment price of the Certificates (2000 Refunding Project) to be prepaid are held by the Trustee, then
on the Prepayment Date designated in such notice, the Certificates (2000 Refunding Project) so called for
prepayment will become payable at the prepayment price specified in such notice; and from and after the
date so designated interest evidenced by the Certificates (2000 Refunding Project) so called for
prepayment will cease to accrue, such Certificates (2000 Refunding Project) will cease to be entitled to
any benefit or security under the Trust Agreement and the Owners of such Certificates (2000 Refunding
Project) will have no rights in respect thereof except to receive payment of the prepayment price; and
such moneys will be pledged to such prepayment. The Trustee will, upon surrender for payment of any
of the Certificates (2000 Refunding Project) to be prepaid, pay such Certificates (2000 Refunding
Project) at the prepayment price thereof.
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES (2000 REFUNDING
PROJECT)
Installment Payments
Pursuant to the Installment Purchase Agreement, the acquisition, construction and installation of
certain improvements to the District's Wastewater System (the "Project") will be acquired by the District
from the Corporation. The District has covenanted to, subject to any rights of prepayment under the
Installment Purchase Agreement and Master Agreement, pay to the Corporation, solely from Net
Revenues and from no other sources, the Purchase Price in Installment Payments, with interest thereon as
provided in the Installment Purchase Agreement and Master Agreement. The obligation of the District to
make the Installment Payments, and payments of interest thereon, and other payments required to be
made by it under the Installment Purchase Agreement and Master Agreement, solely from Net Revenues,
is absolute and unconditional, and until such time as the Installment Payments, 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 and Master Agreement), the District has
covenanted that it will not discontinue or suspend any Installment Payments 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 Payments,
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 Installment Payments 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 Certificates (2000 Refunding Project)
substantially all of its rights, title and interest in the Installment Purchase Agreement, including its right to
receive Installment Payments and the interest thereon.
14
4687v2
The obligation of the District to pay the Installment Payments, 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, solely from Net Revenues and other funds provided for in the Trust 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
Payments, or the interest thereon, or other payments required to be made under the Installment Purchase
Agreement. See "Security and Sources of Payment for the Certificates (2000 Refunding Project)" herein.
Net Revenues
The District is obligated to make Installment Payments solely from 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 by the
District 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,
by and between predecessor County Sanitation District No. 14 of Orange County and the Irvine Ranch
Water District (the "IRWD Agreement") 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 he 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 Charges Eligible Project for which the proceeds of Subject Obligations were used or
are available to be used. See "District Revenues -Additional Revenues" herein.
The District's obligation to make the Installment Payments 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. 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 shall constitute a first lien on the Net Revenues for the
payment of the Senior Obligations and Reimbursement Obligations with respect to Senior Obligations.
15
4687v2
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 under 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. For a description of the District's Outstanding Senior Obligations and Subordinate
Obligations, see "Financial Obligations -Existing Indebtedness" herein.
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
In order 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.
Allocation of Revenues
In order 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." 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:
16
4687v2
(1) Senior Obligation Payment Account;
(2) Senior Obligation Reserve Funds;
(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 paragraphs 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 Maintenance and Operations Costs during such Fiscal Year, the amounts
required to pay or provide for the payment of Obligations 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 Year, 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,
commencing September 1, 2000, the District will file with the Trustee, as assignee of the Corporation, a
copy of the adopted budget for such Fiscal Year. See Appendix C -"Summary of Principal Legal
Documents -Master Agreement" for additional information.
Reserve Fund
The Trust Agreement provides for the funding of the Reserve Fund in an amount equal to the
Reserve Requirement, which is defined as an amount equal to the least of (i) the maximum amount of
17
4687v2
remaining Installment Payments, and the interest thereon, coming due in any one year; (ii)l0% of the
proceeds of the Certificates (2000 Refunding Project); or (iii) 125% of the average amount of remaining
Installment Payments, and the interest thereon, coming due in each year. Amounts in the Reserve Fund
may be used to pay principal of and interest with respect to the Certificates (2000 Refunding Project) to
the extent that amounts in the Principal Account and Interest Account are insufficient therefor. A portion
of the proceeds of the Certificates (2000 Refunding Project) will be deposited into the Reserve Fund
sufficient to satisfy the Reserve Requirement as defined in the Trust Agreement. See Appendix C -
"Summary of Principal Legal Documents -Trust Agreement."
Limitations on Issuance of Additional Obligations
Senior Obligations. The District may at any time incur 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:
4687v2
(1) Upon the incurrence of such Senior Obligations, no Event of Default shall be continuing
under the terms of the Master Agreement; and
(2) Subject to the provisions of the Master Agreement, the District shall have received either
one of the following:
(i) 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 shall be specified in such certificate or
certificates);
(A) Net Revenues, as shown by the books of the District, shall 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,
shall 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 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
18
(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
incurrence 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 I 00% 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.
The provisions described above in paragraph (2) need not be complied with if the Senior
Obligations being incurred are Short-Term Obligations excluded from the calculation of Assumed Debt
Service pursuant to clause (H) of the definition thereof. See Appendix C -"Summary of 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 -Incurrence of
Obligations" attached hereto. The provisions described in paragraph (2) above need not be complied with
for such portion of such Senior Obligations incurred for the purpose of providing funds to refund or
refinance such Obligations if (i) a portion (which may be all) of the Senior Obligations are incurred for
the purpose of providing funds to refund or refinance any Obligations, (ii) 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 (iii) 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
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.
19
4687v2
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 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 shall deem
advisable or necessary to protect its interests and the interests of the Corporation. See Appendix C -
"Summary of Principal Legal Documents -Master Agreement" herein.
Swap Agreement
The District, PaineWebber Trading Inc. ("Paine Webber") and (the "Contingent Swap
Provider") will enter into a Swap Agreement dated as of __ , 2000 (the "Swap Agreement") with
respect to$ principal amount of the Certificates (2000 Refunding Project) pursuant to which the
District will be obligated to the Swap Provider (or the Contingent Swap Provider in the event of an event
of default or termination event with respect to PaineWebber under the Swap Agreement) for a fixed
payment and the Swap Provider (or the Contingent Swap Provider) will be obligated to the District for an
amount approximately equal to the Variable Rate on the Certificates (2000 Refunding Project) through
August 1, 2001. The District's obligations under the Swap Agreement, including its obligations for any
amounts due upon and following the occurrence of a termination event or an event of default under the
Swap Agreement are on a parity with its obligations with respect to the Certificates (2000 Refunding
Project) and its Outstanding Senior Obligations.
Allocation of Installment Payments
The table below sets forth the estimated Installment Payments, together with the estimated
interest thereon, assuming the only prepayments made are the mandatory prepayments described under
"The Certificates (2000 Refunding Project) -Prepayment Provisions" herein. Also set forth are the
payments due on Outstanding Senior Obligations.
20
4687v2
Installment
Payment
Date
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
$
Estimated Installment Payments of the District
Installment Payments(ll
Principal Interest
$
Outstanding Senior
Obligation Payments<2l
Princi2al Interest
5,290,000.00 4,584,862.50
5,570,000.00 8,879,595.00
6,125,000.00 8,573,925.00
6,610,000.00 8,237,452.50
7,140,000.00 7,874,557.50
11,955,000.00 7,482,742.50
12,665,000.00 6,866, 760.00
13,465,000.00 6,213,847.50
14,260,000.00 5,519,010.00
15,210,000.00 4,729,065.00
16,165,000.00 3,886,395.00
5,295,000.00 2,990,722.50
7,170,000.00 2,698,335.00
20,240,000.00 2,302,380.00
8,200,000.00 1,181,040.00
8,600,000.00 807,120.00
9, 100,000.00 414,960.00
Total
$ 9,874,862.50
14,449,595.00
14,698,925 .00
14,847,452.50
15,014,557.50
19,437,742.50
19,531, 760.00
19,678,847.50
19,779,010.00
19,939,065.00
20,051,395.00
8,285,722.50
9,868,335.00
22,542,3 80.00
9,381,040.00
9,407,120.00
9,514,960.00
<1l Based on an assumed interest rate of 4% per annum, except that the interest rate with respect to$ of the
Certificates (2000 Refunding Project) through August 1, 2001, is calculated at the interest rate swap rate of __ %.
The figures set forth are rounded and, therefore, the totals may not add precisely.
<2l Reflects combined debt service on Outstanding Senior Obligations based on long-dated interest rate swap rate of
5.55% for the 1992 Refunding Certificates and long-dated interest rate swap rate of 4.56% for the 1993 Refunding
Certificates. See "Financial Obligations -Existing Indebtedness" herein.
STANDBY CERTIFICATE PURCHASE AGREEMENT
The following is a summary of certain provisions of the Standby Certificate Purchase Agreement.
This summary does not purport to be comprehensive. The Standby Certificate Purchase Agreement
relates only to the Certificates (2000 Refunding Project) and will not, under any circumstances, provide
for the payment of the Purchase Price of Additional Obligations or any Outstanding Senior Obligations.
Reference should be made to the Standby Certificate Purchase Agreement for its complete terms.
Capitalized terms used under this heading not defined elsewhere in this Official Statement will have the
meanings set forth in the Standby Certificate Purchase Agreement.
21
4687v2
Events of Default
The occurrence of any of the following events (including the expiration of any specified time)
shall constitute an "Event of Default," unless waived by the Bank in writing: (i) failure of the District to
pay when due any amount due under the Standby Certificate Purchase Agreement or under the Trust
Agreement, the Master Agreement, the Installment Purchase Agreement, the Custody Agreement, the
Remarketing Agreement, the Certificates (2000 Refunding Project) and any exhibits, instruments or
agreements relating thereto (the "Related Documents"); (ii) the District shall fail to observe or perform
certain specified covenants or agreements contained in the Standby Certificate Purchase Agreement; (iii)
failure of the District to observe or perform any of the covenants, conditions or provisions of the Standby
Certificate Purchase Agreement (other than as specified in (i) and (ii) above) and to remedy such failure
within thirty (30) days after receipt by the District of written notice of such failure; (iv) any representation
or warranty made by the District herein, in any Related Document or in any certificate, financial or other
statement furnished by the District pursuant to the Standby Certificate Purchase Agreement shall prove to
have been untrue or incomplete in any material respect when made; (v) default by the District in the
payment of amounts owed by it in respect of the Certificates or in respect of the principal of or interest on
any of its Certificates (2000 Refunding Project) or default by the District in the payment of any Debt (as
defined in the Standby Certificate Purchase Agreement) in an aggregate amount in excess of $1,000,000
(or, with respect to any Debt owed to the Bank, in any amount), as and when the same shall become due,
or default under any mortgage, agreement or other instrument under or pursuant to which such Debt is
incurred or issued, and continuance of such default beyond the period of grace, if any, allowed with
respect thereto which, in any such case, would give rise to the right of acceleration of any such Certificate
(2000 Refunding Project) or Debt; (vi)any event of default shall have occurred and be continuing under
any Related Document; (vii) entry or filing of any judgment, writ or warrant of attachment or of any
similar process in an amount in excess of $1,000,000 against the District or against any of its property
and which is of such consequence as will impair the ability of the District to conduct its business and
failure of the District, to vacate, bond, stay or contest in good faith such judgment, writ, warrant of
attachment or other process or failure to pay or satisfy such judgment within sixty (60) days; (viii) the
District shall commence a voluntary case or other proceeding seeking liquidation, reorganization,
dissolution, rehabilitation or other relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; (ix) appointment of a trustee in bankruptcy, custodian or receiver
for the District or all or part of its property and failure to obtain discharge of such within thirty (30) days
after such appointment; (x) an involuntary case or other proceeding shall be commenced against the
District seeking liquidation, reorganization, dissolution, rehabilitation or other relief with respect to it or
its debts under any bankruptcy, insolvency or other similar law or under any other law of the State of
California now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its property and such involuntary case or
other proceeding shall remain undismissed or unstayed for a period of 60 days; or the District or any
court or governmental authority having jurisdiction over the District shall have declared a moratorium or
taken similar action with respect to any of the District's debts; (xi) (a) teh Standby Certificate Purchase
Agreement or any provision thereof or (b) any provision of any agreement, instrument or document
evidencing any Debt of the District or pursuant to which any such Debt has been issued or incurred which
relates to or affects any security provided to the holder thereof or the payment thereof or constitutes an
event of default or similar provision thereunder shall at any time for any reason cease to be valid and
22
4687v2
binding on the District or shall be declared to be null and void by any court or governmental authority
having jurisdiction over the District in each case pursuant to a final judgment or order or the validity or
enforceability of any of the foregoing shall be contested by the District; (xii) the ratings, if any, assigned
by any two of Fitch, Moody's and S&P (or if only one such Rating Agency is then rating the Certificates
(2000 Refunding Project), such Rating Agency) to Senior Obligations or debts secured by Senior
Obligations shall, in any case, be reduced below "A3," "A-" and "A-," respectively, and within 60 days
of the later of such reductions the District shall not have effected the conversion of the Certificates to a
Fixed Rate and paid all amounts due hereunder; or (xiii) the ratings, if any, assigned by Fitch, Moody's
and S&P to Senior Obligations or debt secured by Senior Obligations shall, in any such case, be
withdrawn (other than by reason of maturity,redemption or defeasance of such debt), suspended, reduced
below "BBB-," "Baa3"and "BBB-" respectively, or revoked.
Consequences of Events of Default
Upon the occurrence and continuance of any Event of Default the Bank may: (i)give written
notice of such Event of Default (a "Notice of mandatory Tender") to the Trustee, the District and the
Remarketing Agent and request the Trustee to give notice of mandatory tender for purchase of
Certificates (2000 Refunding Project) in accordance with their terms and prohibit the remarketing of the
Certificates (2000 Refunding Project), thereby causing the Bank's obligations under this Agreement to
terminate at the close of business on the seventh day thereafter; (ii) give written notice of such Event of
Default to the Trustee and directing the Trustee to effect the redemption of all Bank Certificates in
accordance with the Trust Agreement; in the event that the Bank shall have given a Notice of Mandatory
Tender to the Trustee, the Bank shall remain obligated to purchase Certificates (2000 Refunding Project)
that are tendered as a result thereof and any Certificates (2000 Refunding Project) so purchased by the
Bank shall likewise be subject to redemption in accordance with the Trust Agreement; (iii) cure any
default, event of default or event of non performance under this Agreement or under any of the Related
Documents (in which event the District shall reimburse the Bank therefore); and (iv) take any other action
or remedy permitted by law to enforce the rights of the Bank hereunder and under the Certificates (2000
Refunding Project) and any Related Document.
Notwithstanding clauses (i), (ii), (iii) or (iv) as described above, the Bank's obligation to
purchase Certificates (2000 Refunding Project) under the Standby Certificate Purchase Agreement shall
terminate immediately without any action on the part of the Bank upon the occurrence of a Termination
Event.
The rights and remedies of the Bank specified in the Standby Certificate Purchase Agreement are
for the sole and exclusive benefit, use and protection of the Bank, and the Bank is entitled, but shall have
no duty or obligation to the District, the Trustee, the Certificateholders or otherwise, (i) to exercise or to
refrain from exercising any right or remedy reserved to the Bank under the Standby Certificate Purchase
Agreement, or (ii) to cause the Trustee or any other party to exercise or refrain from exercising any right
or remedy available to it under any of the Related Documents.
THE BANK
The following information has been furnished by the Bank. Such information has not been
reviewed by the District, the Corporation or the Underwriter, and no representation as to the accuracy or
completeness of such information is made by the District, the Corporation or the Underwriter.
4687v2
[TO COME]
23
THE DISTRICT
Background
The Orange County Sanitation District is a public agency responsible for regional wastewater
collection, treatment and disposal. The District is the third largest wastewater discharger west of the
Mississippi River. The District provides services to approximately 2.4 million people in the northern and
central portion of the County by treating 240 mg/d of wastewater. The District serves approximately 92%
of the County population in 470 square miles, or 59% of the County.
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 service area of the District originally consisted of seven independent special districts in the
County which were 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 1920's to serve its members. It was reorganized in 1947 and 1948 into
seven county sanitation districts -Districts 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 199 8, at the request of the District's Board of Directors, the Board of Supervisors of
Orange County (the "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 structures, reduce the size of the
District's 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 9overnment Code Section 57500, the prior districts transferred
and assigned all of their powers, rights, duties, obligations, functions and properties to the District. In
addition, the District assumed all obligations of the prior districts which were several and not joint. See
"Financial Obligations -Existing Indebtedness" herein. The boundaries of the nine previous districts
were initially used by the District to delineate separate 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 -Service Charges" herein.
The District is managed by an administrative organization composed of a Board of Directors
appointed by twenty-five 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, [although the District may allocate costs of construction and
maintenance to individual Revenue Areas based on gallons of sewage flow.] Revenue Area No. 7 is
responsible for approximately 200 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.
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Organization and Administration
The District is independent of and overlaps other formal political jurisdictions. There are many
governmental entities, including the County, that operate within the District's jurisdiction. These entities
are 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 twenty-five member Board of Directors is comprised of representatives from twenty-one
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 Orange County
Board of Supervisors. Several board committees, made up of members of the Board of Directors,
consider topics for action by the Board and make recommendations to the Board. The Chair and the Vice
Chair of the Board are elected every year by a majority of the Board, and serve at the pleasure of the
majority of the Board.
The District has a general manager, general counsel, administrative and operating staff, with
offices located at Reclamation Plant No. 1 in Fountain Valley. The District currently employs an
administrative and operating staff of 519 under the direction of the General Manager, Blake P. Anderson,
P.E., who has served in that capacity since May 2000. Prior to that time, Mr. Anderson served as the
Assistant General Manager for five years and also served as Director of Operations, Director of Technical
Services and Director of Engineering during his tenure with the District since 1980.
Gary G. Streed is the District's Director of Finance/Treasurer. Over the past several years, he has
held various senior positions within the accounting department and served as Chief Administrative
Assistant in the General Manager's office. In October 1989, Mr. Streed was appointed Director of
Finance. He has been with the District since 1967.
David A. Ludwin, P.E., is the District's Director of Engineering, and has been employed by the
District since 1995. Robert P. Ghirelli, Ph.D., has served as Director of Technical Services for the
District since 1998. Robert J. Ooten, P .E., serves as the Director of Operations and Maintenance and has
served in that capacity for seventeen years. Patrick B. Miles is the District's Director of Information
Technology and joined the District in 1998. Lisa M. Tomko is the District's Director of Human
Resources and has been employed by the District since 1996.
Thomas L. Woodruff, Esq., of Woodruff, Spradlin & Smart, is the District's General Counsel and
has served in that capacity since 1975. Woodruff, Spradlin & Smart is located in Orange, California and
provides legal services on a contractual basis.
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 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 treatment plants.
The District has never experienced an interruption in its services.
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The District's staff are responsible for operating and maintaining the District's infrastructure,
although some operations are provided by external contractors. Plant No. 2's cryogenic system is
operated under a contract with Air Products and Chemicals, Inc. which expires in 2004.
All supplies, including chemicals which are essential to the operation and maintenance of the
facilities of the District, are in plentiful supply at reasonable prices. In addition, the District has sufficient
standby systems in the event of equipment failures or system outages.
Service Area
The map on the inside cover page of this Official Statement shows the District's boundaries,
Revenue Areas and the selected cities located within the District. District boundaries were originally
established in 194 7 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 471 square-mile area including 23 of the County's 33 cities and unincorporated areas of
the County. The District serves a population of approximately 2.4 million residents and owns sanitary
sewerage facilities with a replacement value of approximately $1.3 billion. The following table sets forth
the estimated populations of cities and unincorporated areas served by the District as of January I, 1999
[UPDATE?].
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Employees
Estimated Populations of Cities and Unincorporated Areas
Served by the Orange County Sanitation District
as of January 1, 1999
City Population
Anaheim 306,300
Brea 36,400
Buena Park 75,900
Costa Mesa 105,600
Cypress 48,500
Fountain Valley 56,400
Fullerton 126,800
Garden Grove 156,500
Huntington Beach 196,700
Irvine 136,600
La Habra 55,800
La Palma 16,400
Los Alamitos 12,050
Newport Beach 74,000
Orange 127,600
Placentia 49,150
Santa Ana 315 ,000
Seal Beach 27,200
Stanton 33,850
Tustin 66,800
Villa Park 6,625
Westminister 86,200
Yorba Linda 61,800
Cities Subtotal 2,178,175
Unincorporated Area 208,200
Total 2,386 375
A 1996 study requested by the District by outside consultants determined that District staffing
levels were higher than those found in other private-sector wastewater treatment facilities of comparable
size and concluded that efforts were needed to improve workforce flexibility through training and the use
of technology. During Fiscal Year 1996-97, a District Assessment and Reinvention Team ("DART") was
formed with the goals of reducing costs, improving quality of employee work life and utilizing the best
available technology to increase operating efficiency and productivity. As a result of an enhanced
training program and the implementation of workforce flexibility, the District has reduced staffing levels,
primarily through attrition, from 616 full-time equivalent ("FTE") positions in Fiscal Year 1996-97 to a
projected 508 FTE positions in Fiscal Year 2001-02, a 17 .5% reduction. As of January 31, 2000, the
District had a FTE staff of 497, and 507 actual number of employees.
Certain employees in the District are represented by recognized employee organizations, which
include the following: the Orange County Employee Association ("OCEA"), the International Union of
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Operating Engineers -Local 501 ("Local 501 ") and the Supervisory Professional Management Team
("SPMT"). As of March 27, 2000, 102 employees of the District were members of OCEA, 180 were
members of Local 501 and 164 were members of SPMT. The OCEA has represented various bargaining
units since 1979 and a three-year contract is currently in force which was effective in December 1999 and
expires in November 2002. Local 501 has represented the operations and maintenance bargaining unit
since October 1985 and is currently negotiating with the District to renew its contract for a five-year term.
The District has a one-year agreement with the SPMT which expires in June 2000.
For a description of the Orange County Employee's Retirement System, in which the District
participates, and the District's deferred compensation plan, see Note 7 to the Audited Combined Financial
Statements of the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998, set
forth in Appendix A. The District has no significant or unusual liabilities and costs associated with other
employee benefits, such as vacation, sick leave and other post-employment benefit liabilities.
Insurance
The District has in force basic all risk property and casualty insurance, including theft, flood,
boiler, machinery and earthquake losses to the Wastewater System and in addition maintains business
interruption insurance for $100,000,000. The District is self-insured for portions of workers'
compensation, property damage and general liability. The self-insured portion for property damage
covering fire, flood and other disasters is $25,000 per occurrence with outside excess insurance coverage
to $300 million for fire, flood and other disasters. The self-insured portion for property damage covering
earthquakes is $100,000 or 5% per unit of insurance, whichever is greater, with outside insurance
coverage to $65 million. The District also maintains outside comprehensive boiler and machinery
insurance with a $100 million per occurrence combined limit with deductibles ranging from $25,000 to
$100,000. The self-insured portion of workers' compensation is $250,000 per person per occurrence
with outside excess insurance coverage to the statutory limit. The District is substantially self-insured for
general liability coverage. During the past three years there have been no settlements in excess of
covered amounts. District management believes that there are no unrecorded claims that would
materially affect the financial position of the District.
For more information regarding the District's insurance coverage, see Note 1 to the Audited
Combined Financial Statements of the Orange County Sanitation District for Fiscal Years ending June 30,
1999 and 1998 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, twenty-two pump stations, various interplant pipelines and
connections, and the ocean outfall facilities. The District's Wastewater System includes approximately
450 miles of sewers within 12 trunk sewer systems, 200 miles of local sewers in 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 276 million gallons per day, including standby capacity.
Treatment Plant No. 1 ("Plant No. l ")is located in the City of Fountain Valley, about four miles
from the coast, adjacent to the Santa Ana River. Secondary treatment capabilities are provided by a
trickling filter plant and a conventional air activated sludge plant. Up to 15 million gallons per day
("mg/d") of secondary treated effluent is conveyed to an Orange County Water District (the "OCWD")
plant for tertiary treatment prior to ground water recharge.
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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.
The District employs several phases in the treatment of wastewater. The first phase, preliminary
treatment, removes debris such as eggshells, sand and biodegradable items. Following extraction, these
materials are sent to a solid-waste landfill. In the next phase, primary treatment, wastewater is pumped to
large settling basins. The liquids are separated from the remaining solids which settle or float as the
wastewater passes through large settling basins called clarifiers. The settled solids are sent to solids
treatment facilities. Approximately half of the primary treated wastewater flows into the ocean outfall
pumping station where it is blended with secondary treated wastewater before being discharged into the
ocean. The other half is sent to secondary treatment for further processing. During secondary treatment,
the wastewater is placed in aeration basins to which naturally occurring bacteria are added 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.
The following table sets forth the treatment plants' current and future treatment capacities.
Plant No. 1
Plant No. 2
Aggregate Treatment
Plant Facilities
Wastewater System Treatment Capacities
(MGD)
1999
Actual Flows
89
152
241
Existing Primary
Treatment Capacity
108
168
276
Existing Secondary Planned
Treatment Capacity Total Capacity OJ
80 208
90 144
170 352
(1) The District's "Planned Total Capacity" is based on the Strategic Plan, which estimated the District's
requirements to meet future expected primary and secondary capacity demands.
The District 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. The treated wastewater from Plant No. 1 flows by gravity to the outfall system through
interconnecting Jines. The combined Plant No. 1 and Plant No. 2 effluent is then pumped through a 120-
inch diameter ocean outfall which is approximately five miles long. The last mile of the outfall pipe is a
diffuser that dilutes the wastewater with seawater in a ratio of 148 parts seawater to one part treated
wastewater at an average depth of 185 feet. The 120-inch outfall has a capacity of 480 million gallons
per day at high tide. A smaller 78-inch diameter outfall that terminates at a shallower depth is still
maintained, although it is reserved for use in emergencies. This smaller outfall is estimated to have a
capacity of approximately 230 million gallons a day. There is an interplant gas pipeline between Plant
No. 1 and Plant No. 2 which 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.
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Permits, Licenses and Other Regulations
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 are administered by the United
States Environmental Protection Agency (the "EPA") and the California Regional Water Quality Control
Board ("RWQCB"). Regulations of these agencies deal primarily with the quality of effluent which may
be discharged from the treatment plants and the nature of waste material discharged into the collection
system. The District currently has all applicable permits and licenses necessary to operate its facilities.
The Clean Water Act directed the EPA to monitor and to regulate the discharge of pollution into
navigable water ways 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 operates under the terms and conditions of a modified National Pollution Discharge Elimination
System ("NPDES") permit, pursuant to Section 30l(h) of the Clean Water Act and issued jointly by the
RWQCB and the EPA. 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 allows deep ocean discharge of a
treated effluent blend resulting from advanced primary and secondary treatment and is awarded only
when a district or agency is able to show there has been no degradation of the ocean environment from its
discharge. In addition, a final EIR must be approved by the EPA and the R WQCB before a Section
301(h) permit will be issued. The District's current permit, which includes the Section 301(h) waiver of
secondary treatment requirements, was issued on May 6, 1998, expires on June 6, 2003 and is renewable
every five years. All conditions imposed by the permit are being successfully met. There is no guarantee
that the modified Section 301 (h) permit will be renewed in the future or that Congress will not revoke the
amendment which allows waivers of full secondary treatment of wastewater. The additional costs
resulting from an unmodified Section 30l(h) permit would have a substantial impact on future capital
plans of the District because such an unmodified permit would require l 00% secondary treatment of
wastewater. If renewal of the secondary treatment waiver is disallowed in the future, the District projects
that through 2020, $400 million in capital facilities costs would be required to add additional secondary
treatment capacity to the Wastewater System, and operating costs would be increased by $11 million
annually.
In October 1999, in compliance with CEQA, the Board approved the Strategic Plan (described
below) which incorporates the District's Final Program Environmental Impact Report (the "EIR"). The
Board approved a treatment plan for the collection system which allows a discharge of a blend of primary
and secondary effluent to meet the requirements as established in the District's current NPDES permit
(the "Ocean Plan").
The South Coast Air Quality Management District ("AQMD") is the regional governmental
agency charged with implementing the Federal Clean Air Act. AQMD permits are required before a
sewage treatment improvement project can be constructed. Such permits are project specific and contain
construction process requirements, required equipment and standards for predicted air quality. After
construction is completed, the AQMD issues an operation permit. These permits are also project specific
and contain air quality standards and other appropriate operational guidelines. Most of the District's
facilities are enclosed in order to trap emissions, which are cleaned by air scrubbers that remove odors. In
addition, the District has implemented an air quality risk reduction program which includes a twenty-year
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plan to improve treatment plant operations and reduce industrial toxic pollutants. The District currently
has all necessary AQMD permits to operate the Wastewater System.
For a two-month period during the summer of 1999, eight miles of beaches in Huntington Beach
were closed by the Orange County Health Care Agency ("OCHCA") due to excessive levels of bacteria in
the water. A three-month interagency source investigation did not identify a definitive source of the
contamination, but determined that the District was not at fault. Although the initial "signature" of the
pollution strongly suggested sewage contamination, the District's review concluded that none of its
facilities caused the excessive bacteria levels and that there was no adverse impact on the capacity of the
Wastewater System. Other agencies are continuing to investigate the source of the contamination through
ongoing studies on the local watershed.
Capital Improvement Program
The Strategic Plan. The District's 1989 master plan consisted of a 30-year plan of action for
managing wastewater activities to the year 2020, entitled "2020 Vision, Action Plan for Wastewater
Management and Environmental Protection 1990-2020" (the "Master Plan"). The Master Plan integrated
research facilities planning, environmental analysis, toxic control, water conservation and reclamation,
sludge reuse, other wastewater programs and financial planning into a single unified approach. In
connection with the preparation of the Master Plan, an in-depth land use study was performed, resulting
in the creation of a uniform land use classification system and a map of the service area of the District.
This land use study included the collection and compilation of the latest available land use plans, reports,
maps and studies from the cities within the District and the County, and interviews with the planning
directors or key staff within the District. Land use planning within the District's service area is the
responsibility of the County for unincorporated areas and cities for areas within their boundaries.
The District has recently updated the Master Plan with a strategic plan (the "Strategic Plan")
which extends the planning process to the year 2020. The Strategic Plan revises many of the assumptions
used to develop the Master Plan including population and land-use projections, the level of building
activity in the service area and the volume of wastewater treated. Land use designations and unit flow
factors were used to project wastewater flows in the District's trunk sewers for present conditions,
through the year 2020 and at ultimate build-out of the service area. These flows were included in a
computer model of the District's Wastewater System which identified future sewer capacity
improvements. A twenty-year collection system Capital Improvement Program ("CIP") was developed to
implement the required sewer capacity improvements.
The District evaluated four wastewater treatment scenarios for inclusion in the Strategic Plan
before deciding on a preferred alternative. All of the alternatives considered would, at a minimum, meet
standards set by the Ocean Plan and the District's 1998 ocean discharge permit. Full secondary and
partial secondary treatment scenarios were considered, with and without operation of the Groundwater
Replenishment System (the "GWRS"). See "The Groundwater Replenishment System" below. Diversion
of the District's secondary effluent to the GWRS was a prominent consideration in the treatment
scenarios. In addition, the Strategic Plan considered potential changes in the regulatory climate for the
beneficial reuse of biosolids. The District determined that a comprehensive review of other options to
reduce or manage flows should be considered because the construction of a second ocean outfall would
involve significant environmental, technical and financial considerations. The District adopted the
Preferred Alternative scenario (the "Preferred Alternative") which continues partial secondary treatment
to meet the requirements of the District's 1998 ocean discharge permit and provides for implementation
oftheGWRS.
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The Strategic Plan includes the following elements:
Phase I
Phase II
Phase III
Phase I focuses on the collection and disposal facilities, including: investigation
and repair of the District's 120-inch primary outfall ("Outfall No. 2"),
management of peak hydraulic discharge through the year 2020 and through
"ultimate," planning for the design and construction of the District's collection
and disposal facilities and determination of equitable financial charges and fee
schedules for the District.
Phase II focuses on the treatment facilities, including planning for the design,
construction and operation of the District's wastewater treatment facilities and
the reuse of wastewater and biosolids, including addressing of regulatory
concerns and requirements.
Phase III involves the completion of the environmental studies required by
CEQA with specific emphasis on the near-term planning horizon of five to ten
years from the Strategic Plan date of adoption.
Studies on a preferred level of wastewater treatment and in-sourcing of the ocean monitoring
program have been prepared and incorporated in the Strategic Plan. Water and air regulatory agencies
require that all wastewater facilities be designed to meet the needs of anticipated growth and provide a
reasonable reserve capacity. The District's strategic planning process has met these requirements by
shifting its approach for the development of master plans from a "size and build" approach to a broad-
based, multi-agency cooperative evaluation process.
The District's planning process incorporated an analysis of population growth, dry weather and
peak wet weather flows and the maximum use of existing facilities . The population of the District's
service area is projected to grow to 2.6 million by the year 2020. Average flow rates at both treatment
plants are projected to increase to 352 million gallons a day by 2020 (208 million gallons a day of
treatment at Plant No. I and 144 million gallons a day at Plant No. 2), up 48% from the 1990 flow.
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,
additional treatment requirements, conservation, energy and other resource savings considerations, odor
control improvements, and air quality protection needs. There are currently 34 projects in the planning
phase, 77 projects in the design phase and 45 projects in the construction phase.
The following table sets forth the major CIP project expenditures through 2020 with and without
the District's participation in the GWRS:
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Estimated Capital Costs Through 2020
($Millions) <1>
Project
New Collection System
Rehabilitation-Existing Facilities
Water Conservation and Long-Term Reduction Projects<2J
Miscellaneous Support Facilities
New Treatment
Phase I Only GWRS
Total Capital Cost
Outfall Cost<3>
Total Capital Cost with Outfall
( 1) All costs are estimated as of 1998 and are derived from the Strategic Plan.
Cost
WithGWRS
$ 180
670
150
14
380
120
1500
$1500
Cost
Without GWRS
$ 180
670
150
14
360
1400
150
$1600
(2) Cooperative programs budget including manhole plugging, toilet retrofit contribution and local sewer repairs.
(3) Cost of new 120-inch outfall. Not included with GWRS, which provides 100 mg/d.
For further information concerning the District's CIP, see the Strategic Plan which is available for
review and inspection at the offices of the District.
The following table lists the various recommendations of the Strategic Plan regarding CIP
projects for the District's Fiscal Year 1999-00 budget, for the following ten Fiscal Years and five-year
summaries of Fiscal Years 2011-2016 and Fiscal Years 2016-2020.
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INSERT CHART HERE
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The GWRS. 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 GWRS. The District and the OCWD are currently evaluating this joint project that may
become the largest reclamation project in the nation. If completed as planned, the GWRS would initially
reclaim approximately 96 mg/d during Phase I (2001-02) of the project, 155 mg/d during Phase II (2009-
10) and 15 5 mg/d during Phase III (2018-20) of secondary treated effluent received from the District.
The District has proposed matching OCWD funding for this project and has budgeted $122 million over a
six-year period. The GWRS would delay the need to modify the existing ocean outfall or to build a
second outfall at a potential cost of $150 million.
Integrated Emergency Response Program. Growing awareness of the threat to public utilities
from natural disasters such as earthquakes, floods and other perils has made preparedness for these and
other events a high priority for the planners, engineers, and managers of the District. In recognition of
the potential damage which could occur in the wake of a major earthquake, flood, or other disaster, the
District has implemented an Integrated Emergency Response Program (the "IERP"). The IERP is a two-
volume plan which contains policies, plans and procedures preparing for, and responding to,
emergencies. The District also has analyzed disaster preparedness issues and policies within the Strategic
Plan.
Earthquakes are considered to be the most potentially devastating natural disaster events which
confront the District. The disaster preparedness plan included in the Strategic Plan reviews two possible
major earthquake scenarios: an 8.3 Richter magnitude ("M") earthquake on the southern 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 event, would probably result in less damage in the District's service area
due to the distance of the fault from most of the service area. However, damage from such a major
earthquake on the San Andreas fault would be extensive. Also, the plan indicates 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 Strategic Plan indicates
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 Strategic Plan analyzes the vulnerability of the sanitary sewerage facilities and operations of
the District and plans a risk reduction program wherein the vulnerability of many of the District's sanitary
sewerage facilities to an earthquake can be reduced by recommended retrofit construction measures. The
Strategic Plan also recommends 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. Pursuant to the Strategic Plan, all recent and future projects have been, and will be, designed
to the same high earthquake construction code standards as set for other essential services, such as
hospitals and fire stations.
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 surrounded by 3-foot to 6-foot high walls, 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. However,
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based on available information, the District does not consider any of such events to be a significant threat
to the District's Wastewater System.
The Strategic Plan also makes recommendations regarding fire protection of the Wastewater
System and 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.
DISTRICT REVENUES
Capital Facilities Capacity 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 known as
"Capital Facilities Capacity Charges") were equitable among residences and industry. This review
resulted in a proposal to expand the number of non-residential user categories from one to twenty-three
and to provide for gradual rate increases in seven of the nine Revenue Areas. The increase in the number
of categories provided a more equitable fee structure and also provided for future reductions in single-
family residential Capital Facilities Capacity Charges. The Capital Facilities Capacity Charges for those
categories were based on the average flow and strength of wastewater discharged for each property type.
This rate structure was "revenue neutral," so that the total Capital Facilities Capacity Charges for each
Revenue Area remained approximately the same. The Board approved the RAC rate structure
recommendations which provided gradual increases, beginning in Fiscal Year 1997-98, over the
succeeding five years for seven of the District's nine Revenue Areas.
On June 28, 2000, the District adopted Ordinance No. OCSD-13 (the "2000 Ordinance") which
revises the rate structure adopted by the Board in 1997 for residential users and certain industrial users
said ordinance to be effective July 1, 2000. The 2000 Ordinance reaffirmed the basis for the
establishment of the prior rates for the 1999-00 fiscal year and that these rates do not exceed the actual
cost to the District to provide its services. The 2000 Ordinance does not replace the rate structure adopted
by the Board in 1997, but sets aside the higher rates until the District determines that they are necessary
and appropriate.
The District collects Capital Facilities Capacity Charges from property owners through the semi-
annual property tax bill distributed by the County in all Revenue Areas, except Revenue Area No. 14.
Pursuant to the IRWD Agreement, the District receives payments from the Irvine Ranch Water District
(the "IRWD") which directly collects fees from customers through a monthly billing procedure in
Revenue Area No. 14.
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 Certificates (2000 Refunding Project) -Rate Covenant" herein.
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Residential User Fees. Pursuant to the 2000 Ordinance, residential Capital Facilities Capacity
Charges for all Revenue Areas, except Revenue Area No. 14, for Fiscal Years 2000-01 and 2001-02, will
be lower than the rate structure adopted by the Board in 1997. Revenue Area No. 14 is funded through
fees paid directly to the District by the IRWD pursuant to the IRWD Agreement and its fees were not
affected by the 2000 Ordinance. The lower Capital Facilities Capacity Charges for Fiscal Year 2000-01
were based on the single-family residential rate of $78 per year which was the rate previously adopted by
the Board in 1997 for Revenue Area No. 3. Capital Facilities Capacity Charges in Revenue Area No. 7
will remain at $73 per year for Fiscal Year 2000-01. Beginning in Fiscal Year 2001-02, Capital Facilities
Capacity Charges for all Revenue Areas except Revenue Area No. 14 will be $80 per year. In furtherance
of the District's future plans to consolidate all Revenue Areas and all Capital Facilities Capacity Charges
to a uniform amount, the District determined that it would use reserve funds to meet necessary
operational expenses to allow for the setting of lower rates for Fiscal Years 2000-0 l and 2001-02.
The table below sets forth the five-year Capital Facilities Capacity Charges rate schedule for
single-family residences by Revenue Area.
Annual Capital Facilities Capacity Charges
Single Family Residence Rate
Five Year Rate Schedule
Fiscal Years 1997-98 through 2001-02
Revenue
Areas<1> 1997-98 1998-99 1999-00 2000-01 2001-02
l $ 91.36 $ 96.41 $110.04 $78.00 $80.00
2 73.00 74.00 76.00 78.00 80.00
3 75.00 75 .50 76.00 78.00 80.00
5 96.75 84.50 87.50 78.00 80.00
6 78.00 79.00 80.00 78.00 80.00
7 55.00 60.00 66.00 73.00 80.00
11 70.00 80.00 90.00 78.00 80.00
13 100.00 100.00 100.00 78.00 80.00
(1) The average total of fees and charges for Revenue Area No. 14 are $70.80 per year per single-family residential
unit and are levied and collected directly by the IRWD on a monthly basis. The IRWD subsequently pays fees
to the District on a quarterly basis pursuant to the IR WD Agreement.
Source: Orange County Sanitation District.
The table below sets forth Fiscal Year 1998-1999 total average yearly Capital Facilities Capacity
Charges for single-family residences within the District, together with local agency fees and property tax
charges and comparable Capital Facilities Capacity Charges, local agency fees and property taxes
charged to single-family residences within the jurisdictions of certain other cities and districts within the
State.
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Comparison of Total Sewer Service Charges
for Single-Family Residences
Annual Level Property
Size<2l Sewer Service of Treatment(% )<3> Collection Tax
Entity (mg/d) Charge 1 2 3 Resi::ionsibility Income
East Bay MUD 8012) $313 100 No Yes
San Francisco 80 275 100 Yes No
San Diego 180 268 40 50 10 Yes No
San Jose 120 228 100 Yes No
Walnut Creek 35 227 100 Yes Yes
Sacramento 143 208 100 No Yes
Los Angeles (City) 350 166 90 10 Yes No
Orange County
Sanitation DistrictH> 240 136 50 50 No Yes
Los Angeles (County) 475 110 40 50 10 No Yes
( 1) Total includes user fees (treatment/disposal) or Capital Facilities Capacity Charges, local agency charges and
property taxes.
(2) Average amount of wastewater treated daily.
(3) Primary, secondary and tertiary levels of treatment are represented.
(4) Orange County Sanitation District Capital Facilities Capacity Charges adjusted to current average.
Source: Orange County Sanitation District Rate Advisory Committee for 1997-98.
Industrial Capital Facilities Capacity Charges. The District charges industrial Capital Facilities
Capacity Charges to customers discharging high-strength or high-volume wastes into the sewer systems.
Customers subject to industrial Capital Facilities Capacity 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 2000 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 Capital Facilities Capacity Charges in Fiscal Year 1998-99 were approximately
$5.8 million. Industrial Capital Facilities Capacity Charges are applied to both the operating and capital
funds.
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 three percent of the one-percent County ad
valorem property tax levy, based on the allocation procedure under State law. County property tax
revenue allocated to the District varied during Fiscal Year 1996-97 through Fiscal Year 1998-99.
Property tax revenues in Fiscal Year 1996-97 were $28.2 million, $31.3 in Fiscal Year 1997-98 and $32.8
in Fiscal Year 1998-99. Current projections indicate that property tax revenues received by the District
will increase by approximately 2% per year. The apportionment of the ad valorern tax is pursuant to a
revenue program adopted by the District in April 1979 to comply with the EPA, the RWQCB, legal and
contractual requirements and Board policy. All Revenue Areas except Revenue Area Nos. 13 and 14
receive a share of the District's portion of the property tax levy.
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Capital Facilities Capacity Charges. Capital facilities connection charges 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 54 71 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. Currently, the District has Capital Facilities Capacity Charges of $1,820 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 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 2000 Ordinance, Capital Facilities Capacity Charges were revised for high demand industrial users
in five incremental increases from 1999-200 I.
Pursuant to an agreement with the IRWD, the IRWD is not required to pay Capital Facilities
Capacity Charges related to development in the Downcoast Area (as defined in the agreement dated
March 9, 1988, by and between the District and the IRWD, the "Downcoast Agreement") and in
exchange, the IRWD provides funding to Revenue Area No. 5 for the construction costs of certain
wastewater collection, transmission, treatment and disposal facilities to the used by the IRWD.
Sale of Capacity. The District has entered into agreements with the Santa Ana Watershed Project
Authority ("SA WPA ") whereby wastewater from Upper Santa Ana River Basin dischargers can be
transported through the District's Santa Ana River Interceptor to the District's treatment facilities. This
program was developed in the early l 970's. The agreements establish control mechanisms regarding the
quality of wastes deposited into the Wastewater System. At the present time, SA WPA has purchased and
paid for 30 million gallons a day of capacity rights in the District's Santa Ana River Interceptor and 8
million gallons a day of capacity in the District's treatment plants. Additional treatment plant capacity can
be purchased in increments at the District's current replacement cost. SA WPA also makes an annual
capital replacement payment equal to 3% of the accumulated total value of its capacity rights.
The Santa Ana River Interceptor Line ("SARI") was built in the Chino Basin Preserve Area in
order to remove dairy farm wastes and accommodate future urban development. Salts in the washwater
generated from the cleaning of cows and milking equipment were leaching into the groundwater in the
Chino Basin and the SARI was built to divert the washwater from this area. However, due to the nature
of the Chino Basin Preserve, the development of any infrastructure in the area to accommodate the SARI
was limited. The current SARI multi-phase project is designed to connect several dairies to the SARI.
Future expansions of this project could include connecting other dairies and other waste streams with the
SARI line. In addition, removing the washwater from the Chino Basin is critical to the success of the
GWRS because allowing water from GWRS to percolate in the groundwater with washwater would
undermine the credibility and effectiveness of the GWRS project. See "The District -Capital
Improvement Program" herein.
Orange County Bankruptcy Settlement. As of February 24, 2000, the District has received
approximately $65 million in settlement revenues from the Orange County bankruptcy litigation fund due
to the settlement of claims arising from the 1994 Orange County bankruptcy. Settlement recoveries and
39
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repayments by the County have resulted in the District recovering 94% of the amount it had on deposit
with the Orange County Investment Pool at the time of the Orange County bankruptcy. No additional
revenues are expected from this settlement.
Wastewater Treatment History
The average yearly influent flow to the District has remained relatively stable for the preceding
five years. The wastewater flow for Fiscal Year 1994-95 was 243 mg/d and for Fiscal Year 1998-99 was
241 mg/d. The peak for the last five years was 254 mg/din Fiscal Year 1997-98.
Customers
The historical number of customers served by the District for the Fiscal Years 1994-95 through
1998-99 and the projected number of customers served by the District for the Fiscal Years 1999-00
through 2003-04, identified in Equivalent Dwelling Units ("EDUs"), are set forth in the table below.
Fiscal Year
1994-95
1995-96
1996-97(1)
1997-98(!)
1998-99
Historical and Projected Equivalent Dwelling Units
Fiscal Years 1994-95 through 2003-04
Number
ofEDUs Fiscal Year
861,761 1999-00
858,076 2000-01
849,576 2001-02
814,001 2002-03
851,770 2003-04
Source: Orange County Sanitation District.
Projected
EDUs
854,620
857,470
860,320
863,170
866,020
(I) [EDUs for Fiscal Years 1996-97 and 1997-98 were reduced because certain commercial users were entitled
to refunds of portions of their Capital Facilities Capacity Charges based on their documentation that their
actual usage was less than what was calculated using the District's square footage formulas. The
establishment of more equitable rates pursuant to the RAC since Fiscal Year 1997-98 have limited the
number and dollar amount of future rebates to commercial users.]
The following table shows the number of residential and commercial customers and industrial
customers and the approximate percentages of Capital Facilities Capacity Charges revenues derived from
the combined residential and commercial use and industrial use for the last five fiscal years.
40
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Fiscal
Year
1994-95
1995-96
1996-97
1997-98
1998-99
Number of Accounts and Revenues
by Customer Class
for the Fiscal Years Ending June 30
Residential/Commercial
Percentage of
Capital
Facilities
Number of Equivalent Capacity Number of
Single-Family Charge Customer
Dwellings Revenues Accounts
861,761 91.8% 945
858,076 88.3 935
849,576 89.8 892
814,001 91.6 869
851,770 92.2 678<1>
Industrial
Percentage of
Capital
Facilities
Capacity
Charge Total
Revenues Revenue
8.2 $6,009,756
11.7 6,974,638
10.2 6,605,147
8.4 6,015,150
7.8 5,658,135
C1> [Certain industrial users were placed on the tax bill beginning in Fiscal Year 1998-99.]
Source: Orange County Sanitation District.
The ten largest industrial customers of the District for the Fiscal Year ended June 30, 1999 are
shown in the table below. These industrial customers paid a total of $2, 170,517 for services of the
District, or approximately 41 % of the District's $5,303,855 total revenues received from industrial
customers, and approximately 3.14% of the District's total Capital Facilities Capacity Charges revenues
of $66,923,358.
Largest Customers of the District
for the Fiscal Year Ended June 30, 1999
User
Kimberly Clark
Adohr Farms
MCP Foods
Favorite Foods
Disneyland
AERA Energy
Rockwell
Sundor Brands
Knotts Berry Farm Foods
Dean Foods
TOTAL
Service
Charges
$ 518,458
358,870
291,377
208,902
193,851
144,871
134,148
110,108
109,216
100,716
$2,170,517
Percentage of Total
Capital Facilities
Capacity Charge
Revenues
0.75%
0.52
0.42
0.30
0.28
0.21
0.19
0.16
0.16
0.15
3.14%
Source: Orange County Sanitation District
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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 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 must 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 year. 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. In 1999, approximately 6,326 assessment appeals were filed in the County.
As of February 2000, the balance of pending applications was 7,438. This included current and
prior years' filings. Determinations of value are made by a three-member Assessment Appeals Board or
a Hearing Officer. Waivers extending the statutory two-year processing deadline are obtained from the
County for applications approaching this time limit.
The table below shows a five-year history of assessed valuations in the District since Fiscal Year
1994-95. Over the years shown, assessed valuations in the District have increased at an average rate of
2.17% per fiscal year.
Assessed Valuations of Property in the District
Fiscal Years 1994-95 through 1998-99
(Secured Roll)
Fiscal Year
1994-95
1995-96
1996-97
1997-98
1998-99
($Billions)
Value
$131.3
129.9
129.6
128.4
134.7
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 I. If unpaid, such taxes become delinquent
after December 10 and April 10, respectively, and a ten percent penalty attaches to any delinquent
42
4687v2
payment. In addition, property on the secured roll with respect to which taxes are delinquent is declared
tax-defaulted on or about June 30. Such property may thereafter be redeemed by payment of the
delinquent taxes and the delinquency penalty, plus costs and redemption penalty of one and one-half
percent per month to the time of redemption. If taxes are unpaid for a period of five years or more, the
tax-defaulted property is subject to sale by the County Treasurer-Tax Collector.
Property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent,
if unpaid, on August 31. A ten percent penalty attaches to delinquent taxes on property on the unsecured
roll and an additional penalty of one and one-half percent per month begins to accrue on November 1.
The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action
against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in
order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency
for recordation in the County Recorder's office in order to obtain a lien on certain property of the
taxpayer; and ( 4) seizure and sale of personal property, improvements or possessory interests belonging
or assessed to the taxpayer.
The table below shows a five-year history of the District's total ad valorem property tax levies,
and the percent of delinquencies.
Fiscal Year
1994-95
1995-96
1996-97
1997-98
1998-99
Total Property Tax Levies and Delinquencies
in the District for
Fiscal Years 1994-95 through 1998-99
Total Tax and
Capital Facilities Capacity
Charge Levy
$91,562,000
91,844,000
89,794,000
90,953,000
98,557,000
Total Tax and
Capital Facilities Capacity
Charge Collection
$88,533,000
91,065,000
82,369,000
78,873,000
93,686,000
Source: Orange County Auditor-Controller's Office.
% of Delinquencies
to Tax Levy
3.21%
1.86
2.44
3.34
2.10
The District currently participates in the County's Teeter Plan whereby each participating local
agency receives annually l 00% of the secured property tax levies to which it otherwise entitled,
regardless of whether the County has actually collected the levies.
Budgetary Process
The District's operating fund budget relies on revenues from property taxes and Capital Facilities
Capacity Charges, both of which are collected on the property tax bill. See "Financial Information -
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
conforming to its budget for the current fiscal year.
43
4687v2
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 within a Revenue Area and
does not require Board 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 within a Revenue Area
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.
Reserves
In 1998, the District revised its reserve policy and established eight separate reserve funds for its
retained earnings. The Cash Flow Reserve was established to fund operation, maintenance and
certificates of participation debt service expenses for the first half of the fiscal year. The Operating
Contingency Reserve was established to provide for non-recurring expenditures that were not anticipated
when the annual budget and Capital Facilities Capacity Charges were adopted. This fund is equal to ten
percent of the District's annual budget. The Capital Improvement 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. 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 Short-Term Capital Fund Reserve was
created for specific short-term capital improvements such as the GWRS. The Capital
Replacement/Renewal Reserve was established to provide thirty percent of the funding to replace or
refurbish the current collection, treatment and disposal facilities. The initial reserve level for this fund
was established at $50 million and is augmented by interest earnings and a portion of the annual Capital
Facilities Capacity Charges. Debt Service Reserves are controlled by a trustee pursuant to the provisions
of certificates of participation issues and is not available for the general needs of the District. The Rate
Stabilization Reserve accumulates all available funds which exceed the targets for all other reserves.
These funds are applied to future years' needs and must be maintained at specified levels. There is
currently no established target for this reserve. As of June 30, 1999, the District's designated retained
earnings totaled $376 million. See Appendix A -"Audited Combined Financial Statements of the
Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998" herein.
Summary of Operating Data
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4687v2
Set forth in the table below is a summary of historic operating results for the District for fiscal
years 1994-95 through 1998-99. The information presented in the summary should be read in conjunction
with the financial statements and notes. See Appendix A -"Audited Combined Financial Statements of
the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998" herein. The
operating data include Capital Facility Capacity Charges as revenue rather than as contributed equity as
presented in the financial statements and do not include depreciation and amortization expenses.
Accordingly, the selected operating data do not present the results of operations as determined under
generally accepted accounting principles.
Summary of Historical District Revenues
and Financial Information
for Fiscal Years 1994-95 through 1998-99
($Millions)
1994-95 1995-96 1996-97 1997-98 1998-99
Revenues:
Residential Capital Facilities $ 62.6 $ 62.0 $ 55.9 $ 50.2 $ 61.6
Capacity Charges<1i
Industrial Capital Facilities 7.6 6.3 6.3 6.4 5.8
Capacity Charges
Revenue Area No. 14 fees 7.9 3.2 4.6 4.7 3.2
Ad Valorem Taxes 27.3 29.3 28.2 31.3 32.8
Interest Eamings<2) 18.5 20.2 21.0 26.4 23.7
Capital Facilities Capacity
Charges<3> 6.6 9.5 9.7 11.3 8.8
Total Revenues $130.6 $130.5 $125.7 $130.2 $135.8
Operations and Maintenance
Expenses 55.3 57.6 54.4 49.9 49.4
Net Revenues $ 75.3 $ 72.9 $ 71.3 $ 80.4 $ 86.5
Debt Service $ 35.1 $ 31.5 $ 31.1 $ 31.3 $ 30.6
Cash Funded CIP $ 33.5 $ 54.2 $ 48.8 $ 49.3 $ 49.0
Ending Reserves<4> $348.0 $340.0 $316.0 $340.0 $343.0
Coverage Ratios 2.15x 2.32x 2.29x 2.57x 2.83x
(1) Net ofrebates to commercial users.
(2) Cash basis. Excludes any unrealized gains or losses reported in the District's Comprehensive Annual Financial
Reports.
(3) Prior to January 1, 2000, these charges were referred to as connection fees.
(3) Excludes any Debt Service Reserve Funds.
Source: Orange County Sanitation District.
Projected Operating Data
The table below sets forth projected operating results of the District for fiscal years 1999-00
through 2003-04. 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
45
4687v2
assumptions and forecasts are reasonable for the purposes of the projected selected operating data, it
makes no representations that they will in fact occur. To the extent that actual future conditions differ
from those assumed herein, the data will vary. Some of the more significant assumptions and
considerations include the following:
(i) Total wastewater flows for Fiscal Year 1999-00 are budgeted to decrease to 250
mg/d from the prior year budget of 255 mg/d. The cost to treat and dispose of 1 million gallons is
estimated at $482 per million gallons of wastewater treated, a decrease from $486 in Fiscal Year
1998-99.
(ii) Capital Facilities Capacity Charges and annexation fees, were reevaluated [and
revised] as part of the Strategic Plan.
(iii) The District will issue ($150] million in Certificates of Participation for the CIP
in Fiscal Year 2000-01. This is ($80] million greater than the Fiscal Year 2000-01 portion of the
five-year debt issuance schedule of [$470] million approved as part of the Fiscal Year 1997-98
Capital Facilities Capacity Charges adoption process in order to provide a 50/50 mix with pay-as-
you-go funding and to recover prior reserve reductions.
(iv) Pursuant to the 2000 Ordinance, residential Capital Facilities Capacity Charges
for all Revenue Areas except Revenue Area No . 14, for Fiscal Years 2000-01 and 2001-02 will
be lower than the Capital Facilities Capacity Charges adopted by the Board in 1997. See
"District Revenues -Capital Facilities Capacity Charges" herein.
(v) Property tax revenues in Fiscal Year 1999-00 are being projected at a 5.0%
increase and will continue to rise a result of resales and new development.
Summary of Projected District Revenues
and Financial Information
for Fiscal Years 1999-00 through 2003-04
($Millions)
1999-00 2000-01 2001-02 2002-03 2003-04
Revenues:
Residential Capital Facilities
Capacity Chargeso>
Industrial Capital Facilities
Capacity Charges
Revenue Area No. 14 fees
Ad Valorem Taxes
Interest Earnings
Capital Facilities Capacity
Charges
Total Revenues
Operations and Maintenance
Expenses
Net Revenues
4687v2
$ 68.1
5.4
32.9
25.0
5.2
$136.6
53.4
$ 83 .2
$ 71.8
5.5
33.6
28.7
5.2
$144.8
54.5 --$ 90.3
46
$ 75.5 $ 79.1 $ 83.0
5.7 5.8 6.0
5.8 6.6 3.9
34.3 35.0 35.7
23.5 26.3 21.2
5.2 5.2 5.2
$150.0 $158.0 $155.0
55.6 56.7 57.8
$ 94.4 $101.3 $ 97 .2
Debt Service $ 29.3 $ 34.2 $ 39.3 $ 46.2 $ 49.8
Coverage Ratios 2.84x 2.64x 2.40x 2.19x l.95x
Management's Discussion and Analysis of Operating Data
The District's projected outlay for the Fiscal Year 1999-00 capital improvement program is $78. 7
million, an increase of 8.7% over the prior year, pursuant to the Strategic Plan.
In Fiscal Year 1999-00, the District will have a $1.2 million, or 2. 75% decrease in Joint
Operating costs, which is comprised of Treatment Plant Operations, Maintenance and Administration.
The decrease is primarily attributable to the projected reduction in the number of full-time staff from 543
in Fiscal Year 1998-99 to approximately 518 in Fiscal Year 1999-00. The Joint Operating budget for
Fiscal Year 1999-00 is $44.0 million compared to $45.2 million in Fiscal Year 1998-99.
The District and the OCWD are currently evaluating a joint project that may become the largest
reclamation project in the nation. If completed as planned, the GWRS would reclaim approximately 100
million gallons of water per ~:lay. The District has proposed matching OCWD funding for this project and
has budgeted $122 million over a six-year period. The GWRS would delay the need to modify the
existing ocean outfall or to build a second outfall at a potential cost of $150 million. The GWRS will
impact the District's other CIP projects whether or not the District participates in this project. See "The
District -Capital Improvement Program" herein.
In Fiscal Year 1997-98, DART completed its Reinvention Report which provided cost-saving
recommendations which were implemented the following year. See "The District-Employees" herein.
Estimated savings are a five-year return of $3,290,000 with annual savings of $1,440,000 thereafter. See
"The District -Employees" herein.
The District has received a renewal of the five-year modified National Pollution Discharge
Elimination System permit. See "The District -Permits, Licenses and Other Regulations" herein. The
permit continues to allow 50% secondary treatment of the influent flow, thereby eliminating costs of
attaining full secondary treatment. The District's staff estimates the additional capital costs to attain full
secondary treatment of $250 million (in 1989 dollars) and annual additional operation and maintenance
costs of up to $50 million a year by 2020 (in 1989 dollars). See "The District -Permits, Licenses and
Other Regulations" herein.
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.
As a result of the Orange County bankruptcy and the District's prior investment in the County
pool, the District has revised its investment policies and its funds are now managed by an external money
manager, Pacific Investment Management Company ("PIMCO"). Mellon Trust ("Mellon Trust") serves
as the District's independent custodian bank for its investment program. Callan Associates ("Callan")
serves as the District's independent investment advisor.
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4687v2
At [January 31, 2000][UPDATE], the externally managed portfolio consisted of a short-term
investment pool of $19,450,083 with maturities to 180 days, and a long-term investment pool of
$279,211,886 with maturities to five years. Investments consist of United States Government securities,
corporate bonds and commercial paper. The District also invests a portion of its funds in the California
Local Agency Investment Fund ("LAIF"). The District's portfolio contains no reverse repurchase
agreements.
Deposits in banks are maintained in financial institutions which provide deposit protection on the
bank balance from the Federal Depository 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 return 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 investments.
The table below provides a summary of the District's portfolio distribution as of [January 31,]
2000:
%OF
PORTFOLIO DISTRIBUTION COST MARKET VALUE TOTAL
Cash & Cash Equivalents
United States
Commercial Paper -Discount $ 2,678,474.50 $ 2,678,474.50 13.63%
Treasury Bills -Less Than I Year 3,411,181.67 3,411,181.67 17.36
Federal Home Loan Mortgage-Less Than 1 Year 1,199,291.67 1,199,291.67 6.10
FNMA Issues -Less Than I Year 2,485,301.39 2,496,450.00 12.70
Fed Home Loan Bank-Less Than I Year 3,697,194.17 3,697,194.17 18.81
Mutual Funds 134,632.92 134,632.92 0.69
Total United States 13,606,076.32 13,617,224.93 69.29
Total Cash and Cash Equivalents 13,606,076.32 13,617,224.93 69.29%
Fixed Income Securities
United States
United States Agencies $ 999,200.00 $ 999,840.00 5.09%
Asset Backed Securities (Car Loan) 905,913.00 903,069.00 4.60
Banking & Finance 1,497' 145.50 1,494,611.00 7.61
Industrial 1,935,205.00 1,925,803.00 9.80
Utility -Telephone 512,080.00 509,535.00 2.59
Total United States 5,849,543.50 5,832,858.00 29.68
Total Fixed Income Securities $ 5,849,543.50 $ 5,832,858.00 29.68%
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Other Portfolio Assets
Pay ables/Receivables $ 202,020.35 $ 202,020.35 1.03%
Total Other Portfolio Assets $ 202,020.35 $ 202,020.35 1.03%
Net Portfolio Assets $19,657,640.17 $19,652, 103.28 100.00%
Source: Mellon Trust.
FINANCIAL OBLIGATIONS
Existing Indebtedness
The District has the power and authority to incur debt pursuant to Section 4764 of the Act. In
September 1992, the State Legislature enacted Senate Bill 844 which reduced the special district ad
valorem property tax revenues not pledged to debt service by 3 5 percent. As a result, the District
dedicated all future property tax revenues to the payment of debt service on their current and future
outstanding debt issues. As of January 1999, the District had no outstanding general obligation bonds.
The table below describes the District's outstanding certificates of participation as of June 1,
2000.
Outstanding Certificates of Participation Debt at June 1, 2000
Amount Outstanding
Issued Issue Date Balance Final Maturity
1990 Series A Certificates<1l $100,000,000 215190 $ 83,300,000 8/1/15
1991 Series B Certificates(ll 117,555,000 5/1/91 18,695,000 8/1/04
1992 Series C Certificates<1l 98,500,000 911192 86,200,000 8/1/17
1992 Refunding Certificates 160,600,000 12/3/92 129, 110,000 8/1/13
1993 Refunding Certificates 46,000,000 9/2/93 43,950,000 8/1/16
Total Long-Term Debt $522,655,000 $361,255,000
(1) The oustanding principal amount of the 1990 Series A, 1992 Series C and the 1991 Series B Certificates will be
refunded by the Certificates (2000 Refunding Project).
1992 Refw1ding Certificates. In December 1992, the District issued the 1992 Refunding
Certificates pursuant to a Trust Agreement, dated as of October 1, 1992, as amended by the First
Supplemental Trust Agreement dated as of 1,2000 by and among the Trustee and the
predecessor districts (collectively, the "1992 Trust Agreement") to advance refund the remaining
outstanding principal balance of the 1986 Certificates and a portion of the outstanding principal balance
of the 1991 Series B Certificates. In connection with the execution and delivery of the 1992 Refunding
Certificates, the predecessor districts entered into an Amendatory Agreement for Acquisition and
Construction, dated as of October 1, 1992 (the "1992 Agreement") pursuant to which the predecessor
districts agreed to pay installment payments in amounts sufficient to pay the 1992 Refunding Certificates,
a Standby Certificate Purchase Agreement, dated as of January 30, 1993, by and among the predecessor
distrcits, the Trustee and Barclays Bank PLC (the "1992 Bank") in order to provide for payment of the
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purchase price of tendered and unremarketed 1992 Refunding Certificates (the "1992 Reimbursement
Agreement"), and an interest rate swap agreement (the "1992 Swap Agreement") with AIG Financial
Products Corp. (the "1992 Swap Provider") whereby the 1992 Swap Provider agreed, subject to the terms
of the 1992 Swap Agreement, to pay to the predecessor districts a floating amount equal to the interest
rate evidenced by the 1992 Refunding Certificates and the predecessor districts agreed to pay to 1992
Swap Provider a fixed amount. The 1992 Refunding Certificates require annual payments of principal
and interest (calculated at a rate of 5.55% per annum) ranging from $6,929,602 to $21, 152,22.
Concurrently with the execution and delivery of the Certificates (2000 Refunding Project), the
1992 Trust Agreement is to be amended pursuant to the Reformed Trust Agreement, dated as of __ ,
2000 (the "1992 Reformed Trust Agreement"), by and among the District, the Corporation and the
Trustee, and the 1992 Agreement is to be amended pursuant to the Reformed Agreement for
Acquisition and Construction, dated as of , 2000 ( the "1992 Reformed Agreement"), by and
between the District and the Corporation. In addition, in connection with the execution of the 1992
Reformed Trust Agreement, the District and the 1992 Swap Provider will enter in Amendment No. 1 to
the 1992 Interest Rate Swap Agreement, dated as of , 2000, and the District and the 1992 Bank
will enter into the Amendment No. 1 to the Liquidity Guaranty Agreement, dated as of , 2000,
and the Amendment No. 2 to the Letter of Credit and Reimbursement Agreement, dated as of ---2000. The obligations of the District under the 1992 Agreement, as amended under the 1992 Reformed
Agreement, are to be secured under the Master Agreement on a parity with the Certificates (2000
Refunding Project) and the 1993 Certificates and other Outstanding Senior Obligations, including its
obligations to the 1992 Bank and the 1992 Swap Provider.
1993 Refunding Certificates. In September 1993, the District issued the 1993 Refunding
Certificates pursuant to a Trust Agreement, dated as of September 1, 1993, by and among Texas
Commerce Bank National Association, as Trustee (the "1993 Trustee") and the predecessor districts
(the "1993 Trust Agreement") to advance refund a portion of the outstanding principal balance of the
1991 Series B Certificates. In connection with the execution and delivery of the 1993 Refunding
Certificates, the predecessor districts entered to an Amendatory Agreement for Acquisition and
Construction, dated as of September 1, 1993 (the "1993 Acquisition Agreement") pursuant to which
the predecessor districts agreed to pay installment payments in amounts sufficient to pay the 1993
Refunding Certificates, a Standby Agreement, dated as of September 1, 1993, by and among the
predecessor districts, the 1993 Trustee and Societe General, New York Branch (the "1993 Bank") in
order to provide for payment of the purchase price of tendered and unremarketed 1993 Refunding
Certificates (the "1993 Reimbursement Agreement"), and an interest rate swap agreement (the "1993
Swap Agreement") with Societe General (the "1993 Swap Provider") whereby the 1993 Swap Provider
agreed, subject to the terms of the 1993 Swap Agreement, to pay to the predecessor districts a floating
amount equal to the interest rate evidenced by the 1993 Refunding Certificates and the predecessor
districts agreed to pay to the 1993 Swap Provider a fixed amount. The 1993 Refunding Certificates
require annual payments of principal and interest (calculated at rate of 4. 56 % per annum) ranging from
$1,256,120 to $9,514,960 .
Concurrently with the execution and delivery of the Certificates (2000 Refunding Project), the
1993 Trust Agreement is to be amended pursuant to the Reformed Trust Agreement, dated as of __ ,
2000 (the "1993 Reformed Trust Agreement'), by and among the District, the Corporation and the
1993 Trustee, and the 1993 Acquisition Agreement is to be amended pursuant to the Reformed
Agreement for Acquisition and Construction, dated as of __ , 2000 (the "1993 Reformed Acquisition
Agreement"), by and between the District and the Corporation. In addition, in connection with the
execution of the 1993 Reformed Trust Agreement, the District and the 1993 Swap Provider will enter
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into Amendment No. 1 to the 1993 Interest Rate Swap Agreement, dated as of __ , 2000, and the
District and the 1993 Bank will enter into the Amendment No. 1 to the Reimbursement Agreement,
dated as of _, 2000. The obligations of the District under the 1993 Acquisition Agreement, as
amended under the 1993 Reformed Acquisition Agreement, are to be secured under the Master
Agreement on a parity with the Certificates (2000 Refunding Project) and the 1992 Refunding
Certificates and other Outstanding Senior Obligations, including its obligations to the 1993 Bank and
the 1993 Swap Provider.
Anticipated Financings
Over the next ten years, the District projects $1,027.0 million in future joint capital improvements
and in future collection system capital improvements. Fifty percent of these improvements are expected
to be funded through current revenues and the balance will be funded through the issuance of new debt.
In calendar year 2000, the District expects to issue approximately $150 million of certificate of
participation debt, and a total of $664 million in certificates of participation over the next ten years.
Payments with respect to any such indebtedness are expected to be issued as Additional Obligations
under the Master Agreement on a parity with the Installment Payments.
Direct and Overlapping Bonded Debt
The table below presents the aggregate direct and overlapping bonded debt of the
District.
[TO COME]
Direct and Overlapping Bonded Debt of the District
(as of __ , 2000)
Source: California Municipal Statistics, Inc.
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THE CORPORATION
The Corporation was organized on April 26, 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 "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 Orange County Sanitation District.
The District's Director of Finance and other District employees are available to provide staff
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
Property Tax Rate Limitations -Article XII/A. Article XIIIA of the State Constitution limits the
taxing powers of State public agencies. Article XIIIA provides that the maximum ad valorem tax on real
property cannot exceed 1 % of the "full cash value" which is defined as "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", subject to exceptions for certain circumstances of transfer or reconstruction and
except with respect to certain voter approved debt. The "full cash value" is subject to annual adjustment
to reflect increases, not to exceed 2% per year, or decreases in the consumer price index or comparable
local data, or to reflect reduction in property value caused by damage, destruction or other factors.
Article XIIIA requires a vote of two-thirds of the qualified electorate to impose special taxes,
while generally precluding the imposition of any additional ad valorem, sales or transaction tax on real
property. As amended, Article XIIIA exempts from the 1 % tax limitation any taxes above that level
required to pay debt service on certain voter-approved general obligation bonds for the acquisition or
improvement of real property. In addition, Article XIIIA requires the approval of two-thirds of all
members of the State Legislature to change any State laws resulting in increased tax revenues.
Appropriations Limitations. The State and most entities of local government are subject to an
annual "appropriations limit" imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits
an entity of government from spending "appropriations subject to limitation" in excess of the
appropriations limit imposed. Article XIIIB, originally adopted in 1979, was modified substantially by
Propositions 98 and 111 in 1988 and 1990, respectively. "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 borne by such entity in providing the regulation, product or
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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 on 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 I 11. 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 Year 1986-87 limit, and applying the annual adjustments as if
Proposition 111 had been in effect. The District does not anticipate that any such appropriations
limitations will impair its ability to make its Installment Payments as required by the Installment Purchase
Agreement.
Proposition 62. On November 4, 1986, State voters approved Proposition 62, which added
Sections 53720 et seq. to the California Government Code which: (i) requires that any tax for general
governmental purposes imposed by local governmental entities, such as the District, be approved by
resolution or ordinance adopted by a two-thirds vote of the governmental entity's legislative body and by
a majority vote of the electorate of the governmental entity; (ii) requiresthat any special tax (defined as
taxes levied for other than general governmental purposes) imposed by a local governmental entity be
approved by a two-thirds vote of the voters within that jurisdiction; (iii) restricts the use of revenues from
a special tax to the purposes or for the services for which the special tax was imposed; (iv) prohibits the
imposition of ad valorem taxes on real property by local governmental entities except as permitted by
Article XIIIA; (v) prohibits the imposition of transaction taxes and sales taxes on the sale of real property
by local governmental entities; and (vi) requires that any tax imposed by a local governmental entity on
or after August 1, 1985 be ratified by a majority vote of the electorate within two years of the adoption of
the initiative or be terminated by November 15, 1988.
On September 28, 1995, the State Supreme Court, in Santa Clara County Local Transportation
Authority v. Guardino upheld the constitutionality of the portion of Proposition 62 requiring a two-thirds
vote in order for a local government or district to impose a special tax, and by implication upheld a
parallel provision requiring a majority vote in order for a local government or district to impose any
general tax. The District has not imposed any taxes subject to the provisions of Proposition 62 and
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believes that it will not impair its ability to make its Installment Payments as required by the Installment
Purchase Agreement.
Proposition 218. On November 5, 1996, the voters of the State approved Proposition 218, a
constitutional initiative, entitled the "Right to Vote on Taxes Act" ("Proposition 218 "). Proposition 218
adds Articles XIIIC and XIIID to the State Constitution and contains a number of interrelated provisions
affecting the ability of local agencies, including the District, to levy and collect both existing and future
taxes, assessments, fees and charges. Proposition 218 became effective on November 6, 1996. Senate
Bill 919 was enacted to provide certain implementing provisions for Proposition 218 and became
effective July 1, 1997. The District is unable to predict whether and to what extent Proposition 218 may
be held to be constitutional or how its terms will be interpreted and applied by the courts. Proposition 218
could substantially restrict the District's ability to raise future revenues and could increase the District's
costs to hold elections, calculate fees and assessments, notify the public and defend its fees and
assessments in court. Further, as described below, Proposition 218 provides for broad initiative powers to
reduce or repeal assessments, fees and charges. This initiative power is not limited by the terms of
Proposition 218 to fees imposed after November 6, 1996 and absent other legal authority could result in
retroactive reduction in any existing taxes, assessments or fees and charges, However, other than any
impact resulting from the exercise of this initiative power, presently the District does not believe that the
potential financial impact on the financial condition of the District as a result of the provisions of
Proposition 218 will adversely affect the District's ability to pay the principal of and interest with respect
to the Certificates (2000 Refunding Project) as and when due.
Article XIIID of Proposition 218 also adds several prov1s1ons affecting "fees" and
"charges" which are defined as "any levy other than an ad valorem tax, a special tax, or an assessment,
imposed by a local government upon a parcel or upon a person as an incident of property ownership,
including a Capital Facilities Capacity Charges or charge for a property related service." All new and,
after June 30, 1998, existing property related fees and charges must conform to requirements prohibiting,
among other things, fees and charges which (i) generate revenues exceeding the funds required to provide
the property related service, (ii) are used for any purpose other than those for which the fees and charges
are imposed, (iii) are for a service not actually used by, or immediately available to, the owner of the
property in question, or (iv) are used for general governmental services, including police, fire or library
services, where the service is available to the public at large in substantially the same manner as it is to
property owners. Further, before any property related fee or charge may be initially imposed or increased,
written notice must be given to the record owner of each parcel of land affected by such fee or charge.
The District must then hold a hearing upon the proposed imposition or increase of such property based
fee, and if written protests against the proposal are presented by a majority of the owners of the identified
parcels, the District may not impose or increase the fee or charge. Moreover, except for fees or charges
for sewer, water and refuse collection services, no property related fee or charge may be imposed or
increased without majority approval by the property owners subject to the fee or charge or, at the option
of the local agency, two-thirds voter approval by the electorate residing in the affected area. The District
implemented a five-year plan beginning in Fiscal Year 1997-98 which provided for gradual increases in
seven of the nine Revenue Areas. Although the District believed that this rate structure was not governed
by Proposition 218, the District noticed the changes pursuant to Proposition 218, held hearings regarding
the proposed Capital Facilities Capacity Charges increases and did not receive written protests by a
majority of the owners of the affected parcels. Effective July 1, 2000, the District revised its rate structure
to allow for the setting of lower rates in furtherance of its plans to consolidate all Revenue Areas and all
fees to a uniform amount. See "District Revenues -Capital Facilities Capacity Charges" herein. The
revised rate structure does not replace the rate structure adopted by the Board in 1997, but sets aside the
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higher rates until the District detennines that they are necessary and appropriate. Accordingly, the
Proposition 218 hearing and notice procedures are not applicable with regard to the revised rate structure.
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 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. 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
representing principal and interest with respect to the Certificates (2000 Refunding Project) as provided
in the Installment Purchase Agreement.
VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS
Upon delivery of the Certificates (2000 Refunding Project), independent
accountants, will deliver a report on the arithmetical accuracy of certain computations contained in
schedules provided to them by the Underwriter relating to (a) the adequacy of the maturing principal of
and interest on certain obligations and certain other moneys to pay all of the principal and prepayment
premium represented by and the interest due with respect to the Refunded Certificates to be refunded (see
"Plan of Refunding" herein) as such principal, prepayment premium and interest become due and
payable, and (b) the computations of actuarial yield used by Special Counsel to support its opinion that
the Certificates (2000 Refunding Project) are not arbitrage bonds within the meaning of Section 148 of
the Code. has restricted its procedures to examining the arithmetical accuracy of certain
computations and has not made any study or evaluation of the assumptions and information on which the
computations are based and, accordingly, has not expressed an opinion on the data used, the
reasonableness of the assumptions, or the achievability of the forecasted outcome.
LEGAL MATTERS
The validity of the Certificates (2000 Refunding Project) and certain other legal matters are
subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Special
Counsel. A complete copy of the proposed form of Special Counsel opinion is contained in Appendix E
hereto. Special Counsel undertakes no responsibility for the accuracy, completeness or fairness of this
Official Statement. Certain legal matters will be passed upon for the District by its counsel, Woodruff,
Spradlin and Smart, a Professional Corporation, Orange, California and for the Underwriter by its
counsel, Hawkins, Delafield & Wood, Los Angeles, California.
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 Certificates (2000 Refunding
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Project), 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 Certificates (2000 Refunding Project), the
Trust Agreement, the Installment Purchase Agreement, the Standby Certificate 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 Certificates (2000 Refunding Project) 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
which Installment Payments are payable, or which would have a material adverse effect on the District,
including the District's ability to make Installment Payments.
FINANCIAL STATEMENTS
The general purpose financial statements of the District included in Appendix A to this Official
Statement have been audited by Moreland & Associates, Inc., independent certified public accountants.
See Appendix A -"Audited Combined Financial Statements of the Orange County Sanitation District for
Fiscal Years Ending June 30, 1999 and 1998" herein. The audited financial statements, including the
footnotes thereto, should be reviewed in their entirety. Moreland & Associates, Inc. has not consented to
the inclusion of its report as Appendix A and has not undertaken to update its report or to take any action
intended or likely to elicit information concerning the accuracy, completeness or fairness of the
statements made in this Official Statement, and no opinion is expressed by Moreland & Associates, Inc.
with respect to any event subsequent to its report dated September 10, 1999.
As a result of creating a consolidated entity, inter-district receivables and payables which were
originally reported in the June 30, 1998 and prior audited financial statements, have been eliminated
commencing with the June 30, 1999 audited financial statements. The District utilizes joint operating and
capital outlay accounts to pay joint operating and construction costs of each revenue area. These joint
costs are allocated to each Revenue Area based on the gallons of sewage flow. See Appendix A -
"Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years
Ending June 30, 1999 and 1998" herein.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Special Counsel,
based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among
other matters, compliance with certain covenants, interest evidenced by the Certificates (2000 Refunding
Project) is excluded from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986 (the "Code") and is exempt from State personal income taxes. Special Counsel is
of the further opinion that interest evidenced by the Certificates (2000 Refunding Project) is not a specific
preference item for purposes of the federal individual or corporate alternative minimum taxes, although
Special Counsel observes that such interest is included in adjusted current earnings in calculating
corporate alternative minimum taxable income. A complete copy of the proposed form of opinion of
Special Counsel is set forth in Appendix E hereto.
The Code imposes various restrictions, conditions and requirements relating to the exclusion
from gross income for federal income tax purposes of interest on obligations such as the Certificates
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(2000 Refunding Project). The District has covenanted to comply with certain restrictions designed to
insure that interest evidenced by the Certificates (2000 Refunding Project) will not be included in federal
gross income. Failure to comply with these covenants may result in interest evidenced by the Certificates
(2000 Refunding Project) being included in gross income for federal income tax purposes, possibly from
the date of execution and delivery of the Certificates (2000 Refunding Project). The opinion of Special
Counsel assumes compliance with these covenants. Special Counsel has not undertaken to determine (or
to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring)
after the date of execution and delivery of the Certificates (2000 Refunding Project) may adversely affect
the value of, or the tax status of interest evidenced by, the Certificates (2000 Refunding Project). Further,
no assurance can be given that pending or future legislation or amendments to the Code, if enacted into
law, or any proposed legislation or amendments to the Code, will not adversely affect the value of, or the
tax status of interest evidenced by, the Certificates (2000 Refunding Project). Prospective Series 2000
Certificate Owners are urged to consult their own tax advisors with respect to proposals to restructure the
federal income tax.
Certain requirements and procedures contained or referred to in the Trust Agreement, the
Installment Purchase Agreement, the Tax Certificate, and other relevant documents may be changed and
certain actions (including, without limitation, defeasance of the Certificates (2000 Refunding Project))
may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such
documents. Special Counsel expresses no opinion as to any Series 2000 Certificate or the interest
evidenced thereby if any such change occurs or action is taken or omitted upon the advice or approval of
special counsel other than Orrick, Herrington & Sutcliffe LLP.
Although Special Counsel is of the opinion that interest evidenced by the Certificates (2000
Refunding Project) is excluded from gross income for federal income tax purposes and is exempt from
State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of
interest evidenced by, the Certificates (2000 Refunding Project), may otherwise affect a Series 2000
Certificate Owner's federal or state tax liability. The nature and extent of these other tax consequences
will depend upon the particular tax status of the Series 2000 Certificate Owner or the Series 2000
Certificate Owner's other items of income or deduction. Special Counsel expresses no opinion regarding
any such other tax consequences.
RATINGS
Moody's Investors Service, Standard & Poor's Ratings Group and Fitch Investors Service, L.P.
have rated the Bonds "_," "_" and "_," respectively. Such ratings reflect only the views of the rating
agencies, and do not constitute a recommendation to buy, sell or hold the Certificates (2000 Refunding
Project). Explanation of the significance of such ratings may be obtained only from the respective
organizations at: Moody's Investors Service, 99 Church Street, New York, New York 10017; Standard &
Poor's Ratings Group, 55 Water Street, New York, New York 10041; and Fitch Investors Service, L.P.,
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 Certificates (2000 Refunding Project).
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UNDERWRITING
The Certificates (2000 Refunding Project) are being purchased by PaineWebber Incorporated
(the "Underwriter"). The Underwriter has agreed, subject to certain conditions, to purchase the
Certificates (2000 Refunding Project) at a price of (which amount represents the principal
amount of the Certificates (2000 Refunding Project) less an underwriter's discount of
The Purchase Contracts relating to the Certificates (2000 Refunding Project)
provide that the Underwriter will purchase all of the Certificates (2000 Refunding Project) if any are
purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in
the Purchase Contracts, the approval of certain legal matters by counsel and certain other conditions. The
Underwriter may offer and sell the Certificates (2000 Refunding Project) to certain dealers and others at
prices lower than the offering price stated on the cover page. The offering price may be changed from
time to time by the Underwriter.
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 Certificates (2000 Refunding Project).
The execution and delivery of this Official Statement has been duly authorized by the District and
the Corporation.
4687v2
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
President
ORANGE COUNTY SANITATION DISTRICT
Chair of the Board of Directors
58
4687v2
APPENDIX A
AUDITED COMBINED FINANCIAL STATEMENTS
OF THE ORANGE COUNTY SANITATION DISTRICT
FOR FISCAL YEARS ENDING JUNE 30, 1999 AND 1998
A-1
APPENDIXB
THE COUNTY OF ORANGE-ECONOMIC AND DEMOGRAPIDC INFORMATION
B-1
4687v2
APPENDIXC
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
C-1
4687v2
APPENDIXD
BOOK-ENTRY SYSTEM
DTC will act as secunties depository for the Certificates (2000 Refunding Project). The
ownership of one or more fully registered Certificates (2000 Refunding Project) will be registered in the
name of Cede & Co., as nominee for DTC. DTC is a limited-purpose trust company organized under the
laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17 A of the Securities Exchange Act of I 934, as amended. DTC was created to
hold securities of its participants (the "DTC Participants") and to facilitate the clearance and settlement of
securities transactions among DTC Participants through electronic book-entry changes in accounts of the
DTC Participants, thereby eliminating the need for physical movement of securities Certificates (2000
Refunding Project). DTC Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations, certain of which own DTC either directly or through their
representatives. Access to the DTC system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a DTC Participant, either
directly or indirectly (the "Indirect Participants").
Purchases of Certificates (2000 Refunding Project) under the DTC system may be made through
brokers and dealers who are or act through DTC Participants. Upon such purchase, the DTC Participant
will receive a credit balance on the records of DTC. The Beneficial Owner will be recorded through the
records of the DTC Participant or Indirect Participant. DTC Participants and Indirect Participants are
required by DTC to provide Beneficial Owners with a written confirmation of their purchase containing
details of the Certificates (2000 Refunding Project) acquired. Transfers of ownership interests in the
Certificates (2000 Refunding Project) will be accomplished by book entries made by DTC and, in turn,
by the DTC Participants who act on behalf of the Beneficial Owners and Indirect Participants.
BENEFICIAL OWNERS WILL NOT RECEIVE PHYSICAL DELIVERY OF CERTIFICATES (2000
REFUNDING PROJECT) REPRESENTING THEIR OWNERSHIP INTEREST IN THE
CERTIFICATES (2000 REFUNDING PROJECT) AND WILL NOT BE OR CONSIDERED TO BE
OWNERS THEREOF UNDER THE TRUST AGREEMENT FOR PURPOSES OF REGISTRATION
OR PAYMENT OR FOR ANY OTHER PURPOSE.
The Trustee will make payments of principal and premium, if any, and interest with respect to the
Certificates (2000 Refunding Project) to DTC or its nominee, Cede & Co., as Owner of the Certificates
(2000 Refunding Project). The current practice of DTC is to credit the accounts of the OTC Participants
immediately upon receipt of moneys in accordance with their respective holdings shown on the records of
DTC. If appropriate, DTC Participants will forward such payments to Indirect Participants. Payments by
DTC Participants or Indirect Participants to Beneficial Owners will be in accordance with standing
instructions and customary practices such as those which are now the case for municipal securities held in
bearer form or registered in "street name" for the accounts of customers and will be the responsibility of
DTC Participants and Indirect Participants and not the responsibility of DTC, the Trustee or the Districts,
subject to any statutory and regulatory requirements as may be in effect from time to time.
The Trustee and the District, so long as a book-entry system is used for the Certificates (2000
Refunding Project), will send any notice of prepayment or other notices only to DTC or its nominee. Any
failure of DTC to advise any DTC Participant, or of any DTC Participant or Indirect Participant to notify
the Beneficial Owner, of any such notice and its content or effect will not affect the validity of the
prepayment of such Certificate called for prepayment or of any other action premised on such notice.
D-1
4687v2
prepayment of portions of the Certificates (2000 Refunding Project) by the District will reduce the
outstanding principal amount of Certificates (2000 Refunding Project) held by DTC. In such event, DTC
will implement, through its book-entry system, a prepayment by lot of Certificates (2000 Refunding
Project) held for the account of DTC Participants in accordance with its own rules or other agreements
with DTC Participants and then DTC Participants and Indirect Participants will implement a prepayment
of the Certificates (2000 Refunding Project) for the Beneficial Owners. Any such selection of
Certificates (2000 Refunding Project) to be prepaid will not be governed by the Trust Agreement and will
not be conducted by the District or the Trustee.
NEITHER THE DISTRICT NOR THE TRUSTEE WILL HA VE ANY RESPONSIBILITY OR
OBLIGATION TO DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS
ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO
DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE
SELECTION OF PORTIONS OF THE CERTIFICATES (2000 REFUNDING PROJECT) FOR
PREPAYMENT.
The District and the Trustee cannot give any assurances that DTC, DTC Participants, Indirect
Participants or others will distribute payments of principal of, prepayment premium, if any, and interest
with respect to the Certificates (2000 Refunding Project) paid to DTC or its nominee, as the registered
Owner, or any prepayment or other notice, to the Beneficial Owners or that they will do so on a timely
basis or that DTC will serve and act in a manner described in this Official Statement.
For every transfer and exchange of the Certificates (2000 Refunding Project), the Beneficial
Owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto.
DTC (or a successor securities depository) may determine to discontinue providing its service
with respect to the Certificates (2000 Refunding Project) at any time by giving notice to the District and
discharging its responsibilities with respect thereto under applicable law. The District, in their sole
discretion and without the consent of any other person, may terminate the services of DTC (or a
successor securities depository) with respect to the Certificates (2000 Refunding Project) if the District
determine that a continuation of the book-entry system is not in the best interests of the Beneficial
Owners of the Certificates (2000 Refunding Project). The District undertake no obligation to investigate
matters that would enable the District to make such a determination.
In the event that the book-entry system is discontinued as described above, the requirements of
the Trust Agreement will apply.
D-2
4687v2
APPENDIXE
FORM OF APPROVING OPINION OF SPECIAL COUNSEL
4687v2
DOCSLAl :350031.2
41758-7 GHI
MASTER AGREEMENT FOR
DISTRICT OBLIGATIONS
by and between the
ORANGE COUNTY SANITATION DISTRICT
and the
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
Dated as of ___ 1, 2000
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions .................................................................................................... 2
ARTICLE II
PLEDGES; FUNDS AND ACCOUNTS
Section 2.01. Pledge of Net Revenues ............................................................................. 14
Section 2.02. Establishment of Funds and Accounts ....................................................... 14
Section 2.03. Allocation of Revenues .............................................................................. 14
Section 2.04. Senior Obligation Payment Account ......................................................... 16
Section 2.05. Subordinate Obligation Payment Account.. ............................................... 16
Section 2.06. Rate Stabilization Account ........................................................................ 17
ARTICLE III
INCURRENCE OF OBLIGATIONS
Section 3.01. Senior Obligations ..................................................................................... 18
Section 3 .02. Subordinate Obligations ............................................................................. 19
ARTICLE IV
COVENANTS
Section 4.01. Punctual Payment.. ..................................................................................... 20
Section 4.02. Against Encumbrances ............................................................................... 20
Section 4.03. Against Sale or Other Disposition of Property .......................................... 20
Section 4.04. Maintenance and Operations of the Wastewater System; Budgets ........... 21
Section 4.05. Amount of Fees and Charges ..................................................................... 21
Section 4.06. Payment of Claims ..................................................................................... 22
Section 4.07. Compliance with Contracts ........................................................................ 22
Section 4.08. Insurance .................................................................................................... 22
Section 4.09. Accounting Records; Financial Statements and Other Reports ................. 22
Section 4.10. Protection of Security and Rights .............................................................. 23
Section 4.11. Payment of Taxes and Compliance with Govenunental Regulations ....... 23
Section 4.12. Collection of Fees and Charges; No Free Service ..................................... 23
Section 4.13. Eminent Domain Proceeds ......................................................................... 23
Section 4.14. Administrative Costs .................................................................................. 24
Section 4.15. Indemnification of Corporation ................................................................. 24
Section 4.16. Further Assurances ..................................................................................... 24
DOCSLAI :350031.2
41758-7 GH!
TABLE OF CONTENTS
(continued)
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default ....................................................................................... 25
Section 5.02. Remedies on Default .................................................................................. 26
Section 5.03. Non-Waiver. ............................................................................................... 26
Section 5.04. Remedies Not Exclusive ............................................................................ 27
ARTICLE VI
AMENDMENTS
Section 6.01. Amendments ............................................................................................... 28
ARTICLE VII
MISCELLANEOUS
Section 7.01. Liability of District Limited ....................................................................... 30
Section 7.02. Limitation of Rights ................................................................................... 30
Section 7.03. Contract with Owners ................................................................................ 30
Section 7.04. Third-Party Beneficiaries ........................................................................... 30
Section 7.05. Notices ....................................................................................................... 30
Section 7 .06. Successor Is Deemed Included in all References to Predecessor .............. 31
Section 7.07. Waiver of Personal Liability ...................................................................... 31
Section 7.08. Article and Section Headings, Gender and References ............................. 31
Section 7.09. Partial Invalidity ......................................................................................... 31
Section 7.10. Law Governing .......................................................................................... 32
Section 7.11. Execution in Coimterparts .......................................................................... 32
DOCS LA I :3 5 0031 .2
41758-7 GHI ll
MASTER AGREEMENT FOR DISTRICT OBLIGATIONS
THIS MASTER AGREEMENT FOR DISTRICT OBLIGATIONS (this "Master
Agreement"), is made and entered into as of 1, 2000, 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").
WI TNE SSETH:
WHEREAS, the District expects to have the need from time to time to finance or
refinance the acquisition, construction and installation of improvements to its wastewater system;
WHEREAS, the Corporation desires to assist the District with such financings and
refinancings;
WHEREAS, in order to accomplish such financings and refinancings, the District will
incur obligations payable from net revenues of its wastewater system;
WHEREAS, such obligations may be in the form of bonds of the District or may be in
the form of installment purchase agreements, leases or other contracts by and between the
District and the Corporation;
WHEREAS, the District desires to establish and declare the conditions and terms upon
which such obligations are to be incurred and secured; 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 Master 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 Master Agreement;
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
DOCSLAI :350031.2
41758-7 GHI 1
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. 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:
"Accountant's Report" means a report signed by an Independent Certified Public
Accountant.
"Ad Valorem Taxes" means, for any period, the ad valorem property taxes received by
the District during such period pursuant to Article XIIIA of the California Constitution and
Section 95 et seq. of the California Revenue and Taxation Code, excluding any such taxes levied
to pay any voter approved general obligation indebtedness of the District.
"Administrative Costs" means the ordinary and necessary administrative costs and
incidental expenses related to the Obligations and the Obligation Securities, including, but not
limited to, Obligation Trustee fees and expenses (including fees and expenses of counsel
thereto), Credit Facility Costs, remarketing fees, and fees incurred in connection with the
calculation of arbitrage rebate due to the federal government with respect to the Obligations.
"Assumed Debt Service" means, for any period, (a) for any Obligation other than
Bonds, that portion of the Obligation Payments for such Obligation required to be made in such
period, and (b) for Bonds, the sum of (i) the interest payable during such period on all such
Outstanding Bonds, assuming that all Outstanding serial Bonds are retired as scheduled and that
all Outstanding term Bonds are redeemed or paid from sinking fund payments as scheduled,
(ii) that portion of the principal amount of all such Outstanding serial Bonds maturing on any
principal payment date which falls in such period, and (iii) that portion of the principal amount
of all Outstanding term Bonds required to be redeemed or paid on any redemption date which
falls in such period (together with the redemption premiums, if any, thereon). For purposes of
calculating Assumed Debt Service, the following assumptions shall be used:
(A) in determining the principal amount due in each period, payment shall be
assumed to be made in accordance with any amortization schedule established for such
Obligations, including any scheduled payment at maturity or mandatory redemption or
prepayment of Obligations on the basis of accreted value and, for such purpose, the
scheduled payment at maturity or redemption payment or prepayment shall be deemed a
principal payment;
(B) in determining the interest due in each period, interest payable at a fixed
rate shall be assumed to be made at such fixed rate and on the required payment dates;
(C) if any outstanding Obligations constitute Variable Rate Indebtedness, the
interest rate on such Obligations shall be assumed to be the greater of (x) the average
interest rate on such Obligations during the 12 calendar months ending with the month
DOCSLAl :350031.2
41758-7 GHl 2
preceding the date of calculation, or (y) the rate of interest on such Obligations on the
date of calculation;
(D) if Obligations proposed to be incurred will be Variable Rate Indebtedness,
then (x) if interest on such Obligations is excluded from gross income for purposes of
Federal income taxation, such Obligations shall be assumed to bear interest at the rate
quoted in the most recently available short-term index of The Bond Market Association,
or if that index is no longer published, another similar index selected by the District or, if
the District fails to select a replacement index, an interest rate equal to 80% of the yield
for outstanding United States Treasury bonds having an equivalent maturity as the
Obligations proposed to be incurred, or if there are no such Treasury Bonds having
equivalent maturities, 80% of the lowest prevailing prime rate of any of the five largest
commercial banks in the United States, ranked by assets, and (y) if interest on such
Obligations is not excluded from gross income for purposes of Federal income taxation,
such Obligations shall be assumed to bear interest at an interest rate equal to 110% of the
yield for outstanding United States Treasury bonds having an equivalent maturity as the
Obligations proposed to be incurred, or if there are no such Treasury Bonds having
equivalent maturities, 110% of the lowest prevailing prime rate of any of the five largest
commercial banks in the United States, ranked by assets;
(E) if any outstanding Obligations constitute Balloon Indebtedness (and such
Obligations do not constitute Short-Term Obligations excluded from the calculation of
Assumed Debt Service pursuant to clause (H), below) or if Obligations proposed to be
incurred would constitute Balloon Indebtedness (and such Obligations would not
constitute Short-Term Obligations excluded from the calculation of Assumed Debt
Service pursuant to clause (H), below), then such amounts as constitute Balloon
Indebtedness shall be treated as if the principal amount of such Obligations were
amortized from the date originally incurred in substantially equal installments of
principal and interest over a term of 30 years; the interest rate used for such computation
shall be the rate quoted in the most recently available short-term index of The Bond
Market Association, or if that ·index is no longer published, another similar index selected
by the District, or if the District fails to select a replacement index, an interest rate equal
to 80% of the yield for outstanding United States Treasury bonds having an equivalent
maturity as the Obligations on the date incurred, or if there are no such United States
Treasury bonds having equivalent maturities, 80% of the lowest prevailing prime rate of
any of the five largest commercial banks in the United States, ranked by assets;
(F) if any outstanding Obligations constitute Credit Enhanced Obligations or
if Obligations proposed to be incurred would constitute Credit Enhanced Obligations,
then Assumed Debt Service on such Obligations shall not be based upon the terms of any
Reimbursement Obligations with respect to such Credit Enhanced Obligations except to
the extent and for periods during which payments have been or will be required to be
made pursuant to such Reimbursement Obligations due to the Credit Enhancer's having
advanced funds for which it has not been fully reimbursed;
(G) if any outstanding Obligations constitute Option Securities, or if any
Obligation Securities payable from or evidencing interests in any outstanding Obligations
DOCSLAJ :350031.2
41758-7 GHJ 3
(or the Obligation Payments payable under and pursuant to such Obligations) constitute
Option Securities, or if Obligations proposed to be incurred would constitute Option
Securities, or if Obligation Securities payable from or evidencing interests in Obligations
proposed to be incurred( or the Obligation Payments payable under and pursuant to such
Obligations) would constitute Option Securities, then (x) Assumed Debt Service on such
Obligations shall not include amounts payable upon exercise by the Owner of such
Option Securities of the option to tender such Option Securities for payment to the extent
and for so long as a Liquidity Backer is required to provide the moneys necessary for
such payment, and (y) Assumed Debt Service on such Obligations shall not be based
upon the terms of any Reimbursement Obligations with respect to such Option Securities
except to the extent and for periods during which payments have been or will be required
to be made pursuant to such Reimbursement Obligations due to the Liquidity Backer's
having advanced funds for which it has not been fully reimbursed;
(H) if any outstanding Obligations constitute Short-Term Obligations or if
Obligations proposed to be incurred would constitute Short-Term Obligations, and such
Short-Term Obligations are or will be payable only out of Revenues of the Fiscal Year in
which such Short-Term Obligations are incurred, then Debt Service on such Short-Term
Obligations shall be disregarded and not included in calculating Assumed Debt Service;
(I) if any outstanding Obligation constitutes a Financial Contract, then
amounts payable by the District under such Financial Contract shall be added to Assumed
Debt Service and amounts receivable by the District under such Financial Contract shall
be subtracted from Assumed Debt Service; if the interest rate applicable to payments
receivable by the District under such Financial Contract is a variable rate, such variable
rate shall be calculated in accordance with clause (C), above;
(J) if any Obligation proposed to be incurred will be a Financial Contract,
then amounts payable by the District under such Financial Contract shall be added to
Assumed Debt Service and amounts receivable by the District under such Financial
Contract shall be subtracted from Assumed Debt Service; if the interest rate applicable to
payments receivable by the District under such Financial Contract will be a variable rate,
such variable rate shall be calculated in accordance with clause (D), above;
(K) if amounts constituting accrued interest or capitalized interest have been
deposited with an Obligation Trustee for Obligation Securities, then the interest payable
from such amounts with respect to (x) the Obligations constituting such Obligation
Securities, (y) the Obligations (or Obligation Payments) from which debt service on such
Obligation Securities is payable, and (z) the Obligations (or Obligation Payments)
interests in which are evidenced by such Obligation Securities, shall be disregarded and
not included in calculating Assumed Debt Service;
(L) if moneys or Defeasance Securities have been deposited by the District
into a separate fund or account or are otherwise held by the District or by a fiduciary to
be used to pay Debt Service on specified Obligations, or debt service on the Related
Bonds of such Obligations, and such Obligations are discharged, or no longer
outstanding, pursuant to the terms of the instrument under which they are issued or arise,
DOCSLAI :350031.2
41758-7 GHI 4
then the Debt Service to be paid from such moneys or Defeasance Securities, or from the
earnings thereon, shall be disregarded and not included in calculating Assumed Debt
Service;
(M) if investment earnings on amounts on deposit in an Obligation Reserve
Fund are, pursuant to the terms of the instrument under which such Obligation Reserve
Fund was established, required to be transferred therefrom and used to pay, or used as a
credit against the payment of, Debt Service on specified Obligations, or debt service on
the Related Bonds of such Obligations, then the projected investment earnings on such
amounts, based on a reasonably determined rate of return, expected to be so used during
such period shall be deducted from the Obligation Payments for such Obligations during
such period;
(N) the amount on deposit in an Obligation Reserve Fund on any date of
calculation of Assumed Debt Service shall be deducted from the amount of principal due
at the final maturity of the Obligations for which such Obligation Reserve Fund was
established and in each preceding year until such amount is exhausted; and
(0) with respect to Obligation Payments that are not comprised of separate
payments of interest and principal but which, rather, are required pursuant to the
instrument under which they arise to be paid in amounts sufficient to pay principal and
interest on Related Bonds, for purposes of calculating Assumed Debt Service, interest
payments and principal payments (whether at maturity or by redemption or prepayment)
with respect to such Related Bonds shall be deemed to be interest payments and principal
payments with respect to such Obligation Payments.
"Balloon Indebtedness" means an Obligation, 50% or more of the principal of which
matures or is payable on the same date and which is not required by the instrument pursuant to
which such Obligation was incurred to be amortized by payment or redemption prior to such
date.
"Bonds" means Senior Bonds and Subordinate Bonds.
"Capital Facilities Capacity Charges" means connection, capacity and other similar
fees imposed by the District as charges to pay for capacity in the Wastewater System.
"Capital Facilities Capacity Charge Eligible Project" means any improvements to the
Wastewater System, the acquisition, construction and installation of which could be properly
paid from Capital Facilities Capacity Charges.
"Certificates" means Senior Certificates and Subordinate Certificates.
"Consultant" means the consultant, consulting firm, engineer, architect, engineering
firm, architectural firm, accountant or accounting firm retained by the District to perform the acts
and carry out the duties provided for such consultant in this Master Agreement, in an Obligation,
in an Obligation Security or in an Issuing Instrument. Such consultant, consulting firm,
engineer, architect, engineering firm, architectural firm, accountant or accounting firm shall be
recognized within its profession for work of the character required.
DOCSLAI :350031.2
41758-7 GHI 5
"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.
"Credit Enhanced Obligations" means Obligations, the payments with respect to
which, or the payments with respect to Related Bonds of which, are secured by a Credit Facility.
"Credit Enhancer" means the Person issuing the Credit Facility securing payments with
respect to Credit Enhanced Obligations or Related Bonds of such Credit Enhanced Obligations.
"Credit Facility" means an irrevocable letter of credit, surety bond, insurance policy or
other credit facility (a) securing payments with respect to Credit Enhanced Obligations, or
Related Bonds of such Credit Enhanced Obligations, or (b) providing for amounts payable upon
the optional or mandatory tender of an Option Security by the Owner thereof.
"Credit Facility Agreement" means the agreement or arrangement pursuant to which a
Credit Enhancer or Liquidity Backer is required to be reimbursed for draws on or payments
under the Credit Facility issued by such Credit Enhancer or Liquidity Backer.
"Credit Facility Costs" means any periodic fees and expenses payable to a Credit
Enhancer or Liquidity Backer in consideration of such Person's providing the Credit Facility
issued by such Person.
"Debt Service" means, for any period, (a) for any Obligation other than Bonds, that
portion of the Obligation Payments for such Obligation required to be made in such period, and
(b) for Bonds, the sum of (i) the interest payable during such period on all such Outstanding
Bonds, assuming that all Outstanding serial Bonds are retired as scheduled and that all
Outstanding term Bonds are redeemed or paid from sinking fund payments as scheduled, (ii) that
portion of the principal amount of all such Outstanding serial Bonds maturing on any principal
payment date which falls in such period, and (iii) that portion of the principal amount of all
Outstanding term Bonds required to be redeemed or paid on any redemption date which falls in
such period (together with the redemption premiums, if any, thereon); provided, however, that,
(A) if amounts constituting accrued interest or capitalized interest have been deposited with an
Obligation Trustee for Obligation Securities, then the interest payable from such amounts with
respect to (x) the Obligations constituting such Obligation Securities, (y) the Obligations (or
Obligation Payments) from which debt service on such Obligation Securities is payable, and (z)
the Obligations (or Obligation Payments) interests in which are evidenced by such Obligation
Securities, shall be disregarded and not included in calculating Debt Service, (B) if moneys or
Defeasance Securities have been deposited by the District into a separate fund or account or are
otherwise held by the District or by a fiduciary to be used to pay Debt Service on specified
Obligations, or debt service on the Related Bonds of such Obligations, and such Obligations are
discharged, or no longer outstanding, pursuant to the terms of the instrument under which they
are issued or arise, then the Debt Service to be paid from such moneys or Defeasance Securities,
or from the earnings thereon, shall be disregarded and not included in calculating Debt Service,
(C) if investment earnings on amounts on deposit in an Obligation Reserve Fund are, pursuant to
the terms of the instrument under which such Obligation Reserve Fund was established, required
to be transferred therefrom and used to pay, or used as a credit against the payment of, Debt
DOCSLA! :350031.2
41758-7 GH! 6
Service on specified Obligations, or debt service on the Related Bonds of such Obligations, then
the amount so transferred and used during such period shall be deducted from the Obligation
Payments for such Obligations during such period, (D) the amount on deposit in an Obligation
Reserve Fund on any date of calculation of Debt Service shall be deducted from the amount of
principal due at the final maturity of the Obligations for which such Obligation Reserve Fund
was established and in each preceding year until such amount is exhausted, and (E) with respect
to Obligation Payments that are not comprised of separate payments of interest and principal but
which, rather, are required pursuant to the instrument under which they arise to be paid in
amounts sufficient to pay principal and interest on Related Bonds, for purposes of calculating
Debt Service, interest payments and principal payments (whether at maturity or by redemption or
prepayment) with respect to such Related Bonds shall be deemed to be interest payments and
principal payments with respect to such Obligation Payments.
"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 5.01 hereof.
"Financial Contract" means any interest rate swap agreement, currency swap
agreement, forward payment conversion agreement, future or contract entered into by the District
with respect to any Obligation providing for payment based on levels of, or changes in, interest
rates, currency exchange rates, stock or other indices, or a contract entered into by the District
with respect to any Obligation to exchange cash flows or a series of payments, or a contract
entered into by the District with respect to any Obligation, including, without limitation, interest
rate floors or caps, options, rates or calls, to hedge payment, currency, rate, spread, or similar
exposure or any similar contract entered into by the District with respect to any Obligation.
"Fiscal Year" means, with respect to the District, the period beginning on July 1 of each
year and ending on the next succeeding June 30, or any other twelve-month period selected and
designated as the official Fiscal Year of the District. -
"Generally Accepted Accounting Principles" means the uniform accounting and
reporting procedures set forth in publications of the American Institute of Certified Public
Accountants or its successor and the National Council on Governmental Accounting or its
successor, or by any other generally accepted authority on such procedures, and includes, as
applicable, the standards set forth by the Governmental Accounting Standards Board or its
successor.
"Independent Certified Public Accountant" means any firm of certified public
accountants appointed by the District, which is independent pursuant to the Statement on
Auditing Standards No. 1 of the American Institute of Certified Public Accountants.
"IRWD Agreement" means the Agreement Acquiring Ownership Interests, Assigning
Rights and Establishing Obligations, entered into on February 13, 1986, by and between County
Sanitation District No. 14 of Orange County and the Irvine Ranch Water District, as originally
executed and as it may from time to time be amended or supplemented in accordance with its
terms.
DOCSLAl :350031.2
41758-7 GHI 7
"Issuing Instrument" means, with respect to Obligation Securities (a) if such Obligation
Securities are Bonds, the indenture, trust agreement, fiscal agent agreement or other instrument
pursuant to which such Bonds are issued, (b) if such Obligation Securities are Related Bonds, the
indenture, trust agreement, fiscal agent agreement or other instrument pursuant to which such
Related Bonds are issued, ( c) if such Obligation Securities are a Contract, such Contract, and ( d)
if such Obligation Securities are Certificates, the trust agreement or other instrument pursuant to
which such Certificates are executed and delivered.
"Liquidity Backer" means the Person issuing the Credit Facility providing for amounts
payable upon the optional or mandatory tender of an Option Security by the Owner thereof.
"Maintenance and Operations Costs" means, for any period, the costs paid by the
District during such period for maintaining and operating the Wastewater System, calculated in
accordance with Generally Accepted Accounting Principles, including (among other things) all
expenses necessary to maintain and preserve the Wastewater System in good repair and working
order, all administrative costs allocable to the operation of the Wastewater System, such as
salaries and wages of employees, payments to its employee retirement systems (to the extent
paid from Revenues), overhead, taxes (if any), insurance premiums, fees of auditors,
accountants, attorneys or engineers, and all Administrative Costs paid by the District during such
period, but excluding in all cases (a) depreciation, replacement and obsolescence charges or
reserves therefor, (b) amortization of intangibles or other bookkeeping entries of a similar nature,
(c) costs of capital additions, replacements, betterments, extensions or improvements to the
Wastewater System which under Generally Accepted Accounting Principles are chargeable to a
capital account or to a reserve for depreciation, and ( d) charges for the payment of any debt
service on Obligations of the District.
"Master Agreement" means this Master Agreement for District Obligations, dated as of
____ 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 hereof.
"Maximum Annual Debt Service" means, as of any date, with respect to Obligations,
the maximum amount of Assumed Debt Service on such Obligations in the then current or any
future Fiscal Year.
"Net Proceeds" means, when used with respect to any insurance, self insurance or
condemnation award, the proceeds from such insurance or condemnation award remaining after
payment of all expenses (including attorneys' fees) incurred in the collection of such proceeds.
"Net Operating Revenues" means for any period, the Operating Revenues for such
period, less the Maintenance and Operations Costs for such period.
"Net Revenues" means for any period, the Revenues for such period, less the
Maintenance and Operations Costs for such period.
"Obligation Payments" means Senior Obligation Payments and Subordinate Obligation
Payments.
DOCSLAI :350031.2
41758-7GH! 8
"Obligation Reserve Fund" means, with respect to Obligation Securities, any debt
service reserve fund or account held by the Obligation Trustee for such Obligation Securities and
established to secure the payment of such Obligation Securities or the payment of the Obligation
Payments payable under and pursuant to the Obligations, interests in which are evidenced by
such Obligation Securities.
"Obligation Securities" means Senior Obligation Securities and Subordinate Obligation
Securities.
"Obligation Trustees" means Senior Obligation Trustees and Subordinate Obligation
Trustees.
"Obligations" means Senior Obligations and Subordinate Obligations.
"Operating Revenues" means, 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 Operations Costs), Net Proceeds of business interruption insurance received during such
period, Ad Valorem Taxes received during such period, payments under the IRWD Agreement
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 hereof, shall not include payments under the IR WD Agreement); provided, however,
that Operating 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 Subject
Obligations were used or are available to be used.
"Option Securities" means Obligation Securities which by their terms, or by the terms
of the Issuing Instrument pursuant to which they were issued, incurred or executed and delivered,
may be or are required to be tendered by the Owner thereof for payment or purchase by the
District or a third party prior to the stated maturity thereof.
"Outstanding" means, with respect to Obligation Securities, such Obligation Securities
as are, or as are deemed to be, outstanding, as determined pursuant to the provisions of the
Issuing Instrument pursuant to which such Obligation Securities are issued, incurred or executed
and delivered.
"Owner" means, with respect to an Obligation Security, the Person who is, or who is
deemed to be, the owner of such Obligation Security, as determined pursuant to the provisions of
such Obligation Security or the Issuing Instrument pursuant to which such Obligation Security is
issued, incurred or executed and delivered.
DOCSLAI :350031.2
41758-7 GHI 9
"Permitted Encumbrances" means, with respect to the Wastewater System or any part
thereof (a) liens for taxes or other governmental charges or levies not delinquent or that are being
contested in good faith by the District, (b) covenants, easements, encumbrances, defects of title,
reservations, restrictions and conditions existing at the time of delivery of the Certificates, ( c)
defects, irregularities, encumbrances, easements, including easements for roads and public
utilities and similar easements, rights of way, mineral conveyances, mineral reservations and
clouds on title that do not materially impair the use of the property affected thereby for its
intended purposes, (d) mechanics', workers', repairmen's, architects', engineers', surveyors', or
carriers' liens or other similar liens provided that the same shall be discharged in the ordinary
course of business and without undue delay or the validity of the same shall be contested in good
faith with any pending execution thereof appropriately stayed, ( e) other liens, charges and
encumbrances that, in the written opinion of counsel to the District, a copy of which is filed with
each Obligation Trustee, do not materially impair the use of the Wastewater System (for
purposes hereof, counsel to the District may rely upon a certificate of any engineer or any
architect as to whether such liens, charges and encumbrances prevent or materially impair the
use of the Wastewater System), and (f) encumbrances on property, plant and equipment
comprising a part of the Wastewater System to the extent permitted by Section 4.02 hereof.
"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 Amount" means, with respect to Obligation Securities (a) if such Obligation
Securities are Bonds, the principal amount of such Bonds, as determined pursuant to the
provisions of such Bonds or the Issuing Instrument pursuant to which such Bonds are issued, (b)
if such Obligation Securities are Related Bonds, the principal amount of such Related Bonds, as
determined pursuant to the provisions of such Related Bonds or the Issuing Instrument pursuant
to which such Related Bonds are issued, ( c) if such Obligation Securities are a Contract, the
principal amount of such Contract, or the principal amount of the Contract Payments payable
under and pursuant to such Contract, as determined pursuant to the provisions of such Contract,
and ( d) if such Obligation Securities· are Certificates, the principal amount of the Contract, or the
principal amount of the Contract Payments payable under and pursuant to such Contract,
evidenced by such Certificates, as determined pursuant to the provisions of such Certificates or
the Issuing Instrument pursuant to which such Certificates are executed and delivered.
"Reimbursement Obligation" means the obligation of the District, arising pursuant to a
Credit Facility Agreement or otherwise, to repay amounts drawn on or paid under a Credit
Facility, to pay interest on such amounts and to pay any other amounts in connection with such
draw or payment; provided, however, that no portion of any such obligation shall be deemed to
be a Reimbursement Obligation if the payment thereof would duplicate any amount payable to
the Credit Enhancer or Liquidity Backer that issued such Credit Facility in such Credit Enhancer
or Liquidity Backer's capacity as Owner of an Obligation Security.
"Related Bonds" means, with respect to particular Obligations, bonds, notes or other
obligations of a Person other than the District, the debt service on which is payable from
Obligation Payments for such Obligations.
DOCSLAI :350031.2
41758-7 GHI 10
"Revenues" means, 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
Operations Costs), Net Proceeds of business interruption insurance received during such period,
Ad Valorem Taxes received during such period, payments under the IRWD Agreement 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 hereof, 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 Subject Obligations
were used or are available to be used.
"Senior Bonds" mean 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 payments of which are, in accordance with the provisions hereof, payable
from Net Revenues on a parity with the Senior Contract Payments.
"Senior Certificates" means certificates of participation, receipts or other instruments
evidencing interests in a Senior Contract, or in the Senior Contract Payments payable under and
pursuant to such Senior Contract.
"Senior Contract Payments" means the installment, lease or other payments of interest
and principal or, if there are no separate payments of interest and principal, the installment, lease
or other payments, payable by the District under and pursuant to its Senior Contracts.
"Senior Contracts" means all 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 under which are, in accordance with the provisions hereof,
payable from Net Revenues on a parity with Senior Bonds.
"Senior Obligation Payments" means (a) the debt service payments payable by the
District under and pursuant to Senior Bonds, and (b) Senior Contract Payments.
"Senior Obligation Securities" means, with respect to particular Senior Obligations (a)
if such Senior Obligations are Senior Bonds that do not have Related Bonds, such Senior Bonds,
(b) if such Senior Obligations are Senior Bonds that do have Related Bonds, such Related Bonds,
( c) if such Senior Obligations are a Senior Contract (i) that does not have Related Bonds, and (ii)
DOCSLAI :350031.2
41758-7 GHI 11
interests in which, or interests in the Senior Contract Payments payable under and pursuant to
which, are not evidenced by Senior Certificates, such Senior Contract, ( d) if such Senior
Obligations are a Senior Contract that does have Related Bonds, such Related Bonds, and ( e) if
such Senior Obligations are a Senior Contract, interests in which, or interests in the Senior
Contract Payments payable under and pursuant to which, are evidenced by Senior Certificates,
such Senior Certificates.
"Senior Obligation Trustee" means, with respect to Senior Obligation Securities, the
trustee, fiscal agent or other fiduciary authorized to act for the benefit and on behalf of the
Owners of such Senior Obligation Securities.
"Senior Obligations" means Senior Bonds and Senior Contracts.
"Short-Term Obligations" means Obligations having an original maturity of less than
or equal to one year and which are not renewable at the option of the District for a term greater
than one year beyond the date of original incurrence.
"State" means the State of California.
"Subject Obligations" means, for any period, Obligations, any portion of the proceeds
of which were expended or are available to be expended for a Capital Facilities Capacity Charge
Eligible Project, and with respect to which (a) any portion of such Obligations were outstanding
during such period, or (b) if such Obligations were refunded with the proceeds of refunding
Obligations, any portion of such refunding Obligations were outstanding during such period.
"Subordinate Bonds" 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 payments of which are, in accordance with the provisions hereof,
payable from Net Revenues remaining after payment therefrom of the District's Senior
Obligation Payments, on a parity with the District's Subordinate Contract Payments.
"Subordinate Certificates" means certificates of participation, receipts or other
instruments evidencing interests in a Subordinate Contract, or in the Subordinate Contract
Payments payable under and pursuant to such Subordinate Contract.
"Subordinate Contract Payments" means the installment, lease or other payments of
interest and principal or, if there are no separate payments of interest and principal, the
installment, lease or other payments, payable by the District under and pursuant to its
Subordinate Contracts.
"Subordinate Contracts" means all 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 under which are, in accordance with the provisions hereof,
payable from the Net Revenues remaining after payment therefrom of the District's Senior
Obligation Payments, on a parity with the District's Subordinate Bonds.
"Subordinate Obligation Payments" means (a) the debt service payments payable by
the District under and pursuant to Subordinate Bonds, and (b) Subordinate Contract Payments.
DOCSLA! :350031.2
41758-7 GH! 12
"Subordinate Obligation Securities" means, with respect to particular Subordinate
Obligations (a) if such Subordinate Obligations are Subordinate Bonds that do not have Related
Bonds, such Subordinate Bonds, (b) if such Subordinate Obligations are Subordinate Bonds that
do have Related Bonds, such Related Bonds, ( c) if such Subordinate Obligations are a
Subordinate Contract (i) that does not have Related Bonds, and (ii) interests in which, or interests
in the Subordinate Contract Payments payable under and pursuant to which, are not evidenced by
Subordinate Certificates, such Subordinate Contract, ( d) if such Subordinate Obligations are a
Subordinate Contract that does have Related Bonds, such Related Bonds, and ( e) if such
Subordinate Obligations are a Subordinate Contract, interests in which, or interests in the
Subordinate Contract Payments payable under and pursuant to which, are evidenced by
Subordinate Certificates, such Subordinate Certificates.
"Subordinate Obligation Trustee" means, with respect to Subordinate Obligation
Securities, the trustee, fiscal agent or other fiduciary authorized to act for the benefit and on
behalf of the Owners of such Subordinate Obligation Securities.
"Subordinate Obligations" means Subordinate Bonds and Subordinate Contracts.
"Variable Rate Indebtedness" means any portion of any Obligation the interest rate on
which is not established at the time of incurring such Obligation and has not, at some subsequent
date, been established at a rate which is not subject to fluctuation or subsequent adjustment.
"Wastewater System" means the whole and each and every part of the wastewater
collection, treatment and disposal facilities of the District, all real and personal property, or any
interest therein, constituting a part thereof and all additions, improvements, betterments and
extensions thereto, whether existing as of the date of this Master Agreement or subsequently
acquired, constructed or installed.
DOCSLAI :350031.2
41758-7 GHI 13
ARTICLE II
PLEDGES; FUNDS AND ACCOUNTS
Section 2.01. Pledge of Net Revenues. Subject only to the provisions of this Master
Agreement permitting the application thereof for the purposes and on the terms and conditions
set forth herein, all Net Revenues are hereby pledged to the payment of the Senior Obligations
and Reimbursement Obligations with respect to Senior Obligations, as provided herein, and the
Net Revenues shall not be used for any other purpose while any of the Senior Obligations or
Reimbursement Obligations with respect to Senior Obligations remain unpaid. Such pledge shall
constitute a first lien on the Net Revenues for the payment of the Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations.
Subject only to the provisions of this Master Agreement permitting the application
thereof for the purposes and on the terms and conditions set forth herein, all Net Revenues are
hereby pledged to the payment of the Subordinate Obligations and Reimbursement Obligations
with respect to Subordinate Obligations, as provided herein, and the Net Revenues shall not be
used for any other purpose while any of the Subordinate Obligations or Reimbursement
Obligations with respect to Subordinate Obligations remain unpaid. Such pledge of the Net
Revenues, and the lien thereon created hereby, shall be junior and subordinate to the pledge of,
and lien on, the Net Revenues for the payment of the Senior Obligations and Reimbursement
Obligations with respect to Senior Obligations.
Section 2.02. Establishment of Funds and Accounts. The District hereby agrees to
establish and maintain within its treasury, so long as any Obligations remain outstanding, a
separate fund designated the "Operating Fund". Subject to the provisions of the following
paragraph, the District hereby agrees to establish and maintain within the Operating Fund, so
long as any Obligations remain outstanding, the following accounts:
(a) Revenue Account;
(b) Senior Obligation Payment Account;
( c) Subordinate Obligation Payment Account; and
( d) Rate Stabilization Account.
Notwithstanding the foregoing, the District need only establish a Rate Stabilization
Account if and when it deems the establishment of such account to be necessary or appropriate
for the management of its financial affairs.
Section 2.03. Allocation of Revenues. The District, in order to carry out and effectuate
the pledge contained in Section 2.01 hereof, agrees and covenants that all Operating Revenues
received by it shall 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. The District shall
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
DOCSLAl :350031.2
41758-7 GHl 14
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 provision 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 the amounts set forth below at the following times and in the following order
of priority:
(a) Senior Obligation Payment Account. On or before each date on which
amounts are due and payable on any Senior Obligations and on each date on which any
Reimbursement Obligations with respect to Senior Obligations are due and payable, the
District shall transfer legally available Net Revenues to the Senior Obligation Payment
Account in an amount which, together with other amounts on deposit therein, is at least
sufficient to make the required payments with respect to such Senior Obligations or such
Reimbursement Obligations. In the event that the District has insufficient Net Revenues
to make all of the transfers contemplated by this paragraph (a), then such transfers shall
be made, as nearly as practicable, pro rata, based on the respective principal amounts of
the Senior Obligations and Reimbursement Obligations, payments with respect to which
are required to be made.
(b) Senior Obligation Reserve Funds. The District shall transfer to each
Obligation Trustee for its Senior Obligation Securities, for deposit in the applicable
Obligation Reserve Fund, legally available Net Revenues in an amount equal to the
amount, if any, required to be deposited therein to build up or replenish such Obligation
Reserve Fund as and to the extent required by (i) such Senior Obligation Securities, (iii)
the Issuing Instrument pursuant to which such Senior Obligation Securities are issued,
incurred or executed and delivered, and (iii) the Senior Contract, interests in the Senior
Contract Payments payable under and pursuant to which are evidenced by such Senior
Obligation Securities. In the event that there are insufficient Net Revenues to make all of
the transfers contemplated by this paragraph (b ), then said transfers shall be made, as
nearly as practicable, pro rata, based on the respective Outstanding Principal Amounts of
the Senior Obligation Securities, deposits to the Obligation Reserve Funds for which are
required to be made.
( c) Subordinate Obligation Payment Account. On or before each date on
which amounts are due and payable on any Subordinate Obligations and on each date on
which any Reimbursement Obligations with respect to Subordinate Obligations are due
and payable, the District shall transfer legally available Net Revenues to the Subordinate
Obligation Payment Account in an amount which, together with other amounts on deposit
therein, is at least sufficient to make the required payments with respect to such
Subordinate Obligations or such Reimbursement Obligations. In the event that the
District has insufficient Net Revenues to make all of the transfers contemplated by this
paragraph ( c ), then such transfers shall be made, as nearly as practicable, pro rat a, based
on the respective principal amounts of the Subordinate Obligations and Reimbursement
Obligations, payments with respect to which are required to be made.
DOCSLAl :350031.2
41758-7 GHI 15
(d) Subordinate Obligation Reserve Funds. The District shall transfer to each
Obligation Trustee for its Subordinate Obligation Securities, for deposit in the applicable
Obligation Reserve Fund, legally available Net Revenues in an amount equal to the
amount, if any, required to be deposited therein to build up or replenish such Obligation
Reserve Fund as and to the extent required by (i) such Subordinate Obligation Securities,
(iii) the Issuing Instrument pursuant to which such Subordinate Obligation Securities are
issued, incurred or executed and delivered, and (iii) the Subordinate Contract, interests in
the Subordinate Contract Payments payable under and pursuant to which are evidenced
by such Subordinate Obligation Securities. In the event that there are insufficient Net
Revenues to make all of the transfers contemplated by this paragraph (b ), then said
transfers shall be made, as nearly as practicable, pro rata, based on the respective
Outstanding Principal Amounts of the Subordinate Obligation Securities, deposits to the
Obligation Reserve Funds for which are required to be made.
(e) Rate Stabilization Account. The District may, from time to time as the
District deems necessary or appropriate, transfer Net Revenues in the Revenue Account
to the Rate Stabilization Account.
Amounts required or permitted to be deposited or transferred pursuant to paragraph (b ),
(c), (d) or (e), 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 pursuant to all subsections prior to said subsection on the dates on which such deposits
or transfers are required to be made. 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
paragraphs (a), (b), (c), (d) and (e), 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 District funds may be legally applied.
Section 2.04. Senior Obligation Payment Account. The District shall transfer from the
Senior Obligation Payment Account to the appropriate Person the Senior Obligation Payments
and the payments of Reimbursement Obligations with respect to Senior Obligations as and when
due and payable. In the event there are insufficient amounts on deposit in the Senior Obligation
Payment Account to make all of such Senior Obligation Payments and such Reimbursement
Obligation payments, then said payments shall be made, as nearly as practicable, pro rata, based
on the respective principal amounts of the Senior Obligation Payments and Reimbursement
Obligations due and payable.
Section 2.05. Subordinate Obligation Payment Account. The District shall transfer
from Subordinate Obligation Payment Account to the appropriate Person the Subordinate
Obligation Payments and the payments of Reimbursement Obligations with respect to
Subordinate Obligations as and when due and payable. In the event there are insufficient
amounts on deposit in the Subordinate Obligation Payment Account to make all of such
Subordinate Obligation Payments and such Reimbursement Obligation payments, then said
payments shall be made, as nearly as practicable, pro rata, based on the respective principal
amounts of the Subordinate Obligation Payments and Reimbursement Obligations due and
payable.
DOCSLAI :350031.2
41758-7 GHI 16
Section 2.06. Rate Stabilization Account. Amounts on deposit in the Rate Stabilization
Account may, from time to time as the District deems necessary or appropriate, be transferred to
the Revenue Account and applied as provided in Section 2.03 hereof.
DOCSLA1:35003 l .2
41758-7 GHI 17
ARTICLE III
EXISTING OBLIGATIONS; ADDITIONAL OBLIGATIONS
Section 3.01. Existing Obligations. (a) Definitions. Unless the context otherwise
requires, the terms defined in this subsection shall for purposes of this Section 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:
"1992 Agreement for Acquisition and Construction" means the Amendatory Agreement
for Acquisition and Construction, dated as of Octqber 1, 1992, by and among the Predecessor
Districts, as modified, amended, reformed and restated by the Reformed Agreement for
Acquisition and Construction, dated as of 2000, by and between the District, as
successor by consolidation to the Predecessor Districts, and the Corporation, as originally
executed and as it may from time to time be modified or amended in accordance with the
provisions thereof.
"1992 Certificates" means the County Sanitation District Nos. 1, 2, 3, 5, 6, 7 and 11 of
Orange County, California Refunding Certificates of Participation, 1992 Series, executed and
delivered pursuant to the 1992 Trust Agreement.
"1992 Installment Payments" means the installment payments required to be made by the
District pursuant to Section 2.02 of the 1992 Agreement for Acquisition and Construction.
"1992 Provider" means Barclays Bank PLC, New York Branch, and its successors and
assigns.
"1992 Standby Agreement" means the Standby Certificate Purchase Agreement, dated as
of January 30, 1996, by and among the Predecessor Districts, State Street Bank and Trust
Company of California, N.A., and Barclays Bank PLC, New York Branch, as amended by the
--------· dated as of _ 2000, by and among the District, as successor by
consolidation to the Predecessor Districts, State Street Bank and Trust Company of California,
N.A., and Barclays Bank PLC, New York Branch, and as it may from time to time be further
amended in accordance with the provisions thereof (including any renewal thereof or extension
of the term thereof).
"1992 Swap" means the Interest Rate Swap Agreement, dated as of October 1, 1992,
among the Predecessor Districts and AIG Financial Products Corp., as amended by Amendment
No. 1 to Interest Rate Swap Agreement, dated as of 2000, by and between the
District and AIG Financial Products Corp., and as it may from time to time be further amended
in accordance with the provisions thereof.
"1992 Trust Agreement" means the Trust Agreement, dated as of October 1, 1992, by
and among State Street Bank and Trust Company of California, N.A., and the Predecessor
Districts, as modified and amended pursuant to the First Supplemental Trust Agreement, dated as
of , 2000, by and between State Street Bank and Trust Company of California, N.A.,
and the District, as successor by consolidation to the Predecessor Districts, and as modified,
amended, reformed and restated by the Reformed Trust Agreement, dated as of _____ .
DOCSLAI :350031.2
41758-7 GHI 18
2000, by and among State Street Bank and Trust Company of California, N .A., the Corporation
and the District, as originally executed and as it may from time to time be amended or
supplemented in accordance with the provisions thereof.
"1993 Agreement for Acquisition and Construction" means the Amendatory Agreement
for Acquisition and Construction, dated as of October 1, 1993, by and among the Predecessor
Districts, as modified, amended, reformed and restated by the Reformed Agreement for
Acquisition and Construction, dated as of , 2000, by and between the District, as
successor by consolidation to the Predecessor Districts, and the Corporation, as originally
executed and as it may from time to time be modified or amended in accordance with the
provisions thereof.
"1993 Certificates" means the County Sanitation District Nos. 1, 2, 3, 5, 6, 7 and 11 of
Orange County, California Refunding Certificates of Participation, 1993 Series, executed and
delivered pursuant to the 1993 Trust Agreement.
"1993 Installment Payments" means the installment payments required to be made by the
District pursuant to Section 2.02 of the 1993 Agreement for Acquisition and Construction.
"1993 Provider" means Societe Generale, New York Branch, and its successors and
assigns.
"1993 Standby Agreement" means the Reimbursement Agreement, dated as of
September 1, 1993, by and among the Predecessor Districts and Societe Generale, New York
Branch, as amended by the , dated as of 2000, by and between
the District, as successor by consolidation to the Predecessor Districts, and Societe Generale,
New York Branch, and as it may from time to time be further amended in accordance with the
provisions thereof (including any renewal thereof or extension of the term thereof).
"1993 Swap" means the Interest Rate Swap Agreement, dated as of September 1, 1993,
among the Predecessor Districts and Societe Generale, New York Branch, as amended by
[Amendment No. 1 to Interest Rate Swap Agreement], dated as of , 2000, by and
between the District, [as successor by consolidation to the Predecessor Districts,] and Societe
Generale, New Yark Branch, and as it may from time to time be further amended in accordance
with the provisions thereof.
"1993 Trust Agreement" means the Trust Agreement, dated as of September 1, 1993, by
and among Texas Commerce Bank National Association, now known as Chase Bank of Texas,
National Association, and the Predecessor Districts, as modified, amended, reformed and
restated by the Reformed Trust Agreement, dated as of 2000, by and among
Chase Bank of Texas, National Association, the Corporation and the District, as originally
executed and as it may from time to time be amended or supplemented in accordance with the
provisions thereof.
"Predecessor Districts" means, collectively, County Sanitation District No. I of Orange
County; California, County Sanitation District No. 2 of Orange County, California, County
Sanitation District No. 3 of Orange County, California, County Sanitation District No. 5 of
Orange County, California, County Sanitation District No. 6 of Orange County, California,
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County Sanitation District No. 7 of Orange County, California, and County Sanitation District
No. 11 of Orange County, California.
(b) The 1992 Certificates and the Agreements Relating Thereto. The 1992 Agreement for
Acquisition and Construction constitutes a Senior Contract and, consequently, a Senior
Obligation. The 1992 Installment Payments constitute Senior Contract Payments and,
consequently, Senior Obligation Payments. The 1992 Certificates, which evidence direct,
fractional undivided interests in the 1992 Installment Payments, constitute Senior Certificates
and, consequently, Senior Obligation Securities.
The 1992 Standby Agreement constitutes a Credit Facility Agreement and a Credit
Facility. The obligation of the District to repay amounts drawn on or paid under the 1992
Standby Agreement, to pay interest on such amounts and to pay any other amounts in connection
with such draw or payment constitutes a Reimbursement Obligation with respect to a Senior
Obligation (the 1992 Agreement for Acquisition and Construction); provided, however, that no
portion of any such obligation shall be deemed to be a Reimbursement Obligation if the payment
thereof would duplicate any amount payable to the 1992 Provider in it's capacity as Owner of a
1992 Certificate.
The 1992 Swap constitutes a Financial Contract entered into with respect to a Senior
Obligation (the 1992 Agreement for Acquisition and Construction); the 1992 Swap therefore
constitutes a Senior Contract and, consequently, a Senior Obligation.
(c) The 1993 Certificates and the Agreements Relating Thereto. The 1993 Agreement for
Acquisition and Construction constitutes a Senior Contract and, consequently, a Senior
Obligation. The 1993 Installment Payments constitute Senior Contract Payments and,
consequently, Senior Obligation Payments. The 1993 Certificates, which evidence direct,
fractional undivided interests in the 1993 Installment Payments, constitute Senior Certificates
and, consequently, Senior Obligation Securities.
The 1993 Standby Agreement constitutes a Credit Facility Agreement and a Credit
Facility. The obligation of the District to repay amounts drawn on or paid under the 1993
Standby Agreement, to pay interest on such amounts and to pay any other amounts in connection
with such draw or payment constitutes a Reimbursement Obligation with respect to a Senior
Obligation (the 1993 Agreement for Acquisition and Construction); provided, however, that no
portion of any such obligation shall be deemed to be a Reimbursement Obligation if the payment
thereof would duplicate any amount payable to the 1993 Provider in it's capacity as Owner of a
1993 Certificate.
The 1993 Swap constitutes a Financial Contract entered into with respect to a Senior
Obligation (the 1993 Agreement for Acquisition and Construction); the 1993 Swap therefore
constitutes a Senior Contract and, consequently, a Senior Obligation.
Section 3.02. Additional Senior Obligations. The District may at any time incur
additional Senior Obligations payable from Net Revenues as provided herein on a parity with all
other Senior Obligations theretofore incurred, but only subject to the following conditions, which
are hereby made conditions precedent to the incurrence of such Senior Obligations:
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(a) Upon the incurrence of such Senior Obligations, no Event of Default shall
be continuing under this Master Agreement.
(b) Subject to the provisions of paragraph (c), below, the District shall have
received either one of the following:
(i) 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 shall be specified in
such certificate or certificates) (A) Net Revenues, as shown by the books of the
District, shall 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, shall 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 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
DOCS LA I :3 5 0031.2
41758-7GHI
(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 incurrence 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
21
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.
The provisions of this paragraph (b) need not be complied with if the Senior
Obligations being incurred are Short-Term Obligations excluded from the calculation of
Assumed Debt Service pursuant to clause (H) of the definition thereof.
(c) Notwithstanding the foregoing, if (i) a portion (which may be all) of
Senior Obligations are incurred for the purpose of providing funds to refund or refinance
any Obligations, (ii) upon such refunding or refinancing, debt service on such refunded or
refinanced Obligations, or debt service on the Related Bonds of such Obligations, 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 (iii) 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 I 05% of Assumed Debt Service in
such Fiscal Year for such Obligations being 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), the provisions of paragraph (b) above, need not be
complied with for such portion of such Senior Obligations incurred for the purpose of
providing funds to refund or refinance such Obligations.
The District may at any time incur Reimbursement Obligations with respect to Senior
Obligations.
Section 3.03. Subordinate Obligations. The District may at any time incur Subordinate
Obligations; 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 Section 4.05 hereof. The District may at
any time incur Reimbursement Obligations with respect to Subordinate Obligations.
DOCSLAI :350031.2
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ARTICLE IV
COVENANTS
Section 4.01. Punctual Payment. The District will punctually pay or cause to be paid
the Obligation Payments to become due in respect of all the Obligations, in strict conformity
with the terms of the Obligations, the instruments pursuant to which the Obligations are incurred
and this Master Agreement, according to the true intent and meaning thereof, but only out of Net
Revenues as provided in this Master Agreement. The District will punctually pay or cause to be
paid the amounts to become due in respect of all the Reimbursement Obligations, in strict
conformity with the terms of the Credit Facilities pursuant to which the Reimbursement
Obligations arise and this Master Agreement, according to the true intent and meaning thereof,
but only out of Net Revenues as provided in this Master Agreement.
Section 4.02. Against Encumbrances. (a) Except as otherwise provided in this Master
Agreement, the District will not mortgage or otherwise encumber, pledge or place any charge
upon the Wastewater System or any part thereof, except for Permitted Encumbrances. The
District shall discharge or cause to be discharged, or shall make adequate provision to satisfy and
discharge, within 60 days after the same become due and payable, all lawful costs, expenses,
liabilities and charges relating to the maintenance, repair, replacement or improvement of the
properties constituting the Wastewater System or the operation of the Wastewater System and
lawful claims and demands for labor, materials, supplies or other objects that might by law
become a lien upon the Wastewater System or Net Revenues if unpaid. Nothing contained in
this Section shall require the District to pay or cause to be discharged, or make provision for the
payment, satisfaction and discharge of, any lien, charge, cost, liability, claim or demand so long
as the validity thereof is contested in good faith and by appropriate legal proceedings.
(b) The District may incur obligations secured by a lien on (i) rolling stock comprising a
part of the Wastewater System without limitation, and (ii) other property, plant and equipment
comprising a part of the Wastewater System; provided, however, that the principal amount of
such obligations outstanding at any one time shall not exceed 5% of the net property, plant and
equipment of the Wastewater System (not taking into account any outstanding obligations with
respect to rolling stock that is a part of the Wastewater System) as shown on the audited financial
statements of the District for the most recent Fiscal Year for which audited financial statements
are available.
( c) So long as any Obligations of the District are outstanding, the District will not issue
any bonds or incur obligations payable from Revenues or secured by a pledge, lien or charge
upon Revenues, except as provided herein.
Section 4.03. Against Sale or Other Disposition of Property. The District will not
sell, lease or otherwise dispose of the Wastewater System or any part thereof essential to the
proper operation of the Wastewater System or to the maintenance of Revenues; provided,
however, that (a) any real or personal property which has become non-operative or which is not
needed for the efficient and proper operation of the Wastewater System, or any material or
equipment which has become worn out, may be sold if such sale will not materially reduce Net
Revenues and if the proceeds of such sale are deposited in the Operating Fund, and (b) if the fair
DOCSLAI :350031.2
41758-7 GHI 23
market value of any item of real or personal property to be sold, leased or otherwise disposed of
in any Fiscal Year in accordance w:ith the provisions of this Section shall be in excess of 1 % of
net property, plant and equipment of the Wastewater System calculated in accordance with
Generally Accepted Accounting Principles, or if the fair market value of any such item together
with the fair market value of all other such items so sold, leased or disposed of in such Fiscal
Year shall aggregate in excess of 1 % of net property, plant and equipment of the Wastewater
System calculated in accordance with Generally Accepted Accounting Principles, then no such
sale, lease or other disposition shall be effected without first obtaining the written confirmation
of a Consultant that the conditions to such sale, lease or other disposal specified in this Section
have been satisfied. The District will not enter into any agreement or lease which impairs the
operation of the Wastewater System or any part thereof necessary to secure adequate Revenues
for the payment of Obligations or which would otherwise impair the rights of the Corporation
with respect to Revenues or the operation of the Wastewater System.
Section 4.04. Maintenance and Operations of the Wastewater System; Budgets. The
District will maintain and preserve the Wastewater System in good repair and working order at
all times and will operate the Wastewater System in an efficient and economical manner and will
pay all Maintenance and Operations Costs as they become due and payable; provided, however,
that the District shall not be required to pay such Maintenance and Operations Costs if the
validity thereof shall be contested in good faith (so long as such nonpayment will not materially
adversely affect the District's ability to perform its obligations hereunder).
The District will prepare and adopt an annual budget for the Wastewater System for each
Fiscal Year. Such budget shall 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 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 Year, and shall show that Revenues and Net Revenues shall be at
least sufficient to satisfy the requirements of Section 4.05 hereof. On or before September 1 of
each Fiscal Year, commencing September 1, 2000, the District will file with each Obligation
Trustee a copy of the adopted budget for such Fiscal Year. Any budget may be amended at any
time by the District during the Fiscal Year; provided, however, that any such amended budget
shall show that Revenues and Net Revenues shall be at least sufficient to satisfy the requirements
of Section 4.05 hereof. On or before the date 60 days after the adoption of any such amended
budget, the District will file a copy of such amended budget with each Obligation Trustee.
Section 4.05. Amount of Fees and Charges. 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 this Section.
DOCSLAl :350031.2
41758-7 OHi 24
Section 4.06. Payment of Claims. The District will pay and discharge any and all
lawful claims for labor, materials or supplies which, if unpaid, might become a lien on Revenues
or any part thereof or on any funds in the hands of the District or an Obligation Trustee which
might impair the security of the Obligations; provided, however, that the District shall not be
required to pay such claims if the validity thereof shall be contested in good faith (so long as
such nonpayment will not materially adversely affect the District's ability to perform its
obligations hereunder or under any Obligation).
Section 4.07. Compliance with Contracts. The District will comply with, keep,
observe and perform all material agreements, conditions, covenants and terms, express or
implied, required to be performed by it contained in all contracts for the use of the Wastewater
System and all other contracts affecting or involving the Wastewater System.
Section 4.08. 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. In the
event of any damage to or destruction of the Wastewater System caused by the perils covered by
such insurance or self insurance, the Net Proceeds thereof shall be applied to the reconstruction,
repair or replacement of the damaged or destroyed portion of the Wastewater System. The
District shall begin such reconstruction, repair or replacement promptly after such damage or
destruction shall occur, and shall continue and properly complete such reconstruction, repair or
replacement as expeditiously as possible, and shall pay out of such Net Proceeds all costs and
expenses in connection with such reconstruction, repair or replacement so that the same shall be
completed and the Wastewater System shall be free and clear of all claims and liens unless the
District determines that such property or facility is not necessary to the efficient or proper
operation of the Wastewater System and therefore determines not to reconstruct, repair or replace
such project or facility. If such Net Proceeds exceed the costs of such reconstruction, repair or
replacement, then the excess Net Proceeds shall be deposited in the Operating Fund and be
available for other proper uses of funds deposited in the Operating Fund.
The District will procure and maintain such other insurance which it shall deem advisable
or necessary to protect its interests and the interests of the Corporation, which insurance shall
afford protection in such amounts and against such risks as are usually covered in connection
with facilities similar to the Wastewater System; provided, however, that any such insurance
may be maintained under a self-insurance program so long as such self-insurance is maintained
in the amounts and manner usually maintained in connection with facilities similar to the
Wastewater System and is, in the opinion of an accredited actuary, actuarially sound.
Section 4.09. Accounting Records; Financial Statements and Other Reports. (a)
The District will keep appropriate accounting records in which complete and correct entries shall
be made of all transactions relating to the Wastewater System, which records shall be available
for inspection by the Corporation and each Obligation Trustee at reasonable hours and under
reasonable conditions.
DOCSLAI :350031 .2
41758-7 GHI 25
(b) The District will prepare and file with the Corporation and each Obligation Trustee
annually within 180 days after the close of each Fiscal Year (commencing with the Fiscal Year
ending June 30, 2000):
(i) financial statements of the District for the preceding Fiscal Year prepared in
accordance with Generally Accepted Accounting Principles, together with an
Accountant's Report thereon; and
(ii) a summary report showing in reasonable detail Revenues, Maintenance
and Operations Costs, Net Revenues and Debt Service for such Fiscal Year and
containing a general statement of the physical condition of the Wastewater System.
( c) On or before September 1 of each Fiscal Year, commencing September 1, 2000, the
District will file with the Corporation and each Obligation Trustee a copy of the adopted budget
for such Fiscal Year.
( d) On or before the date 60 days after the adoption of any amended budget, the District
will file a copy of such amended budget with the Corporation and each Obligation Trustee.
Section 4.10. Protection of Security and Rights. The District will preserve and protect
the security hereof and the rights of the Obligation Trustees and the Owners to the Obligation
Payments 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 4.11. Payment of Taxes and Compliance with Governmental Regulations.
The District will pay and discharge all taxes, assessments and other governmental charges, if
any, which may hereafter be lawfully imposed upon the Wastewater System or any part thereof
or upon the Revenues, when the same shall become due; provided, however, that the District
shall not be required to pay such taxes, assessments or governmental charges if the validity
thereof shall be contested in good faith (so long as such nonpayment will not materially
adversely affect the District's ability t~ perform its obligations hereunder).
The District will duly observe and comply with all valid regulations and requirements of
any governmental authority relative to the operation of the Wastewater System or any part
thereof; provided, however, that the District shall not be required to comply with any such
regulations or requirements so long as the validity or application thereof shall be contested in
good faith.
Section 4.12. Collection of Fees and Charges; No Free Service. The District will have
in effect at all times rules and regulations for the payment of bills for services and facilities of the
Wastewater System, which rules and regulations shall provide for a due date and a delinquency
date for each bill. The District will not permit any part of the Wastewater System to be used or
taken advantage of free of charge by any Person, except to the extent required by federal or State
law; provided, however, that the District may, in its discretion, elect not to require the payment
of Capital Facilities Capacity Charges by any Person.
Section 4.13. Eminent Domain Proceeds. If all or any part of the Wastewater System
shall be taken by eminent domain proceedings, the Net Proceeds thereof shall be applied to the
DOCSLA1:35003 l.2
41758-7 GHI 26
replacement of the property or facilities so taken, unless the District determines that such
property or facilities are not necessary to the efficient or proper operation of the Wastewater
System and therefore determines not to replace such property or facilities. Any Net Proceeds of
such award not applied to replacement, or remaining after such work has been completed, shall
be deposited in the Operating Fund and be available for other proper uses of funds deposited in
its Operating Fund.
Section 4.14. Administrative Costs. The District shall pay all Administrative Costs.
Administrative Costs shall be paid by the District directly to the Person or Persons to whom such
amounts shall be payable. The District shall pay all such amounts when due or at such later time
as such amounts may be paid without penalty or, in any other case, within 30 days after notice in
writing from an Obligation Trustee to the District stating the amount of Administrative Costs
then due and payable and the purpose thereof.
Section 4.15. 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 this Master
Agreement, the Obligations or the Obligation Securities, and the District further agrees to defend
the Corporation and its members and officers in any action arising out of or related to this Master
Agreement, the Obligations or the Obligation Securities.
Section 4.16. 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 unto the Corporation the rights and benefits provided herein to the Corporation.
DOCS LA 1:35 003 1.2
41758-7 GHJ 27
ARTICLEV
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default. The following shall be Events of Default under this
Master 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 to be performed by it herein (other than as specified in
(a) above), and such default shall have continued for a period of 60 days after the District
shall have been given notice in writing of such default by the Corporation or any
Obligation Trustee;
( c) if an event of default shall have otherwise occurred and be continuing under
any Senior Obligation, under any Senior Obligation Securities or under the Issuing
Instrument pursuant to which any Senior Obligation Securities are issued, incurred or
executed and delivered; or
( d) 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.
If an Event of Default shall have occurred and be continuing, the Corporation, or any
Senior Obligation Trustee may, by written notice to the District, declare the unpaid Senior
Obligation Payments, and the accrued interest thereon, immediately due and payable, whereupon
anything contained herein to the contrary notwithstanding, said amounts shall, without further
action, become and be immediately due and payable with, to the extent permitted by law, interest
on such accelerated amounts at a rate per annum equal to the default rate specified in the
instrument pursuant to which the respective Senior Obligations were incurred; provided,
however, that, notwithstanding the foregoing, no Senior Obligation Payments payable under and
pursuant to Senior Obligations that are Credit Enhanced Obligations shall be accelerated without
the written consent of related Credit Enhancer and, provided, further, that nothing herein shall
affect the rights of the parties to a Financial Contract to terminate such Financial Contract. If at
any time after the principal amount of such unpaid Senior Obligation Payments, and the accrued
interest thereon, shall have so accelerated and before any judgment or decree of the payment of
the moneys due shall have been obtained or entered, the District shall pay the unpaid amount of all
such Senior Obligation Payments due prior to such declaration, with interest on such overdue Senior
Obligation Payments at the rate or rates applicable thereto in accordance with their terms, and the
reasonable expenses of the Corporation and the Senior Obligation Trustees, if any, and any and all
DOCSLAl :35003 I .2
41758-7 GHI 28
other defaults (other than in the payment of the unpaid Senior Obligation Payments, and the
accrued interest thereon, due and payable solely by reason of such declaration) shall have been
made good or cured to the satisfaction of the Corporation and the Senior Obligation Trustees or
provision deemed by the Corporation and the Senior Obligation Trustees to be adequate.shall have
been made therefor, then and in every such case the Corporation, by written notice to the District,
may rescind and annul such declaration and its consequences; but no such rescission and annulment
shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power
consequent thereon. All Net Revenues received after the date of acceleration of the Senior
Obligation Payments, and the accrued interest thereon, shall be applied, first, to the payment of
the costs and expenses of the Corporation and the Senior Obligation Trustees, if any, in carrying
out the provisions of this Article, including reasonable compensation of its and their accountants
and counsel, second, to the payment of the entire amount of unpaid Senior Obligation Payments,
and the accrued interest thereon at the rate or rates of interest applicable thereto, and to the
payment of unpaid Reimbursement Obligations with respect to Senior Obligations, in accordance
with their respective terms; provided, however, that if such Net Revenues are not sufficient to
pay such amounts in full, then said Net Revenues shall be applied, as nearly as practicable, pro
rata, based on the respective principal amounts of unpaid Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations and, third, to such other liabilities
of the District as are then payable.
Section 5.02. Remedies on Default. Upon the occurrence of an Event of Default, each
of the Corporation and each Obligation 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 District or any board member, officer or employee thereof,
and to compel the District or any such board member, officer or employee to perform and
carry out his or her duties under applicable law and the agreements and covenants
required to be performed by him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate
the rights of the Corporation or such Obligation Trustee;
( c) by suit in equity require the District and its board members, officers and
employees to account as the trustee of an express trust; and
(d) 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 5.03. 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
Obligation Payments 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 Corporation and
each Obligation Trustee, which is also absolute and unconditional, to institute suit to enforce
such payment by virtue of the contract embodied herein.
DOCSLAI :350031.2
41758-7 GH! 29
A waiver of any default or breach of duty or contract by the Corporation or an Obligation
Trustee 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 Corporation or an Obligation Trustee 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 acquiesce'nce therein, and
every right or remedy conferred upon the Corporation or an Obligation Trustee 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 Corporation and each Obligation Trustee.
If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned
or determined adversely to the Corporation and the Obligation Trustees, the District, the
Corporation and the Obligation Trustees shall be restored to their former positions, rights and
remedies as if such action, proceeding or suit had not been brought or taken.
Section 5.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Corporation and the Obligation Trustees 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.
DOCSLAI :350031.2
41758-7 GHI 30
ARTICLE VI
AMENDMENTS
Section 6.01. Amendments. (a) This Master Agreement and the rights and obligations
of the District, the Corporation, the Obligation Trustees and the Owners of Obligation Securities
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 Obligation Trustees, with the written consent of
the Owners of a majority of the aggregate Principal Amount of Obligation Securities then
Outstanding. No such amendment or modification shall (i) reduce the percentage of Owners of
the Obligation Securities whose consent is required to effect any such amendment or
modification, or (ii) permit the creation of any lien on the Net Revenues for the payment of the
Obligations prior to or on a parity with the liens created by this Master Agreement or deprive the
Owners of the Obligation Securities of the lien created by this Master Agreement on such Net
Revenues (except as expressly provided in this Master Agreement), without the consent of the
Owners of all of the Obligation Securities then Outstanding.
(b) This Master Agreement and the rights and obligations of the District, the
Corporation, the Senior Obligation Trustees and the Owners of Senior Obligation Securities 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 Senior Obligation Trustees, provided that such
amendment or modification does not materially adversely affect the interests hereunder of the
Subordinate Obligation Trustees or the Owners of Subordinate Obligation Securities, with the
written consent of the Owners of a majority of the aggregate Principal Amount of Senior
Obligation Securities then Outstanding. No such amendment or modification shall (i) reduce the
percentage of Owners of the Senior Obligation Securities whose consent is required to effect any
such amendment or modification, or (ii) permit the creation of any lien on the Net Revenues for
the payment of the Senior Obligations prior to or on a parity with the lien created by this Master
Agreement or deprive the Owners of the Senior Obligation Securities of the lien created by this
Master Agreement on such Net Revenues (except as expressly provided in this Master
Agreement), without the consent of the Owners of all of the Senior Obligation Securities then
Outstanding.
(c) This Master Agreement and the rights and obligations of the District, the
Corporation, the Subordinate Obligation Trustees and the Owners of Subordinate Obligation
Securities 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 Subordinate Obligation
Trustees, provided that such amendment or modification does not materially adversely affect the
interests hereunder of the Senior Obligation Trustees or the Owners of Senior Obligation
Securities, with the written consent of the Owners of a majority of the aggregate Principal
Amount of Subordinate Obligation Securities then Outstanding. No such amendment or
modification shall (i) reduce the percentage of Owners of the Subordinate Obligation Securities
whose consent is required to effect any such amendment or modification, or (ii) permit the
creation of any lien on the Net Revenues for the payment of the Subordinate Obligations prior to
or on a parity with the lien created by this Master Agreement or deprive the Owners of the
Subordinate Obligation Securities of the lien created by this Master Agreement on such Net
DOCSLAI :350031.2
41758-7 GHI 31
.. Revenues (except as expressly provided in this Master Agreement), without the consent of the
Owners of all of the Subordinate Obligation Securities then Outstanding.
( d) This Master Agreement and the rights and obligations of the District, the
Corporation, the Obligation Trustees and the Owners 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 Obligation Trustees, without the written consents of any Owners of Obligation
Securities, 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 Obligation Trustees, 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 Obligation Trustees, or to surrender any right or
power reserved herein to or conferred herein on the District, the Corporation or the
Obligation Trustees and which in either case shall not materially adversely affect the
interests of the Owners of the Obligation Securities;
(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 District, the Corporation or the Obligation
Trustees may deem desirable or necessary and not inconsistent herewith, and which shall
not materially adversely affect the interests of the Owners of the Obligation Securities;
(iii) to make such other amendments or modifications hereto as the District, the
Corporation or the Obligation Trustees may deem desirable or necessary, and which shall
not materially adversely affect the interests of the Owners of the Obligation Securities.
DOCSLAI :350031.2
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ARTICLE VII
MISCELLANEOUS
Section 7.01. Liability of Dist·rict Limited. Notwithstanding anything contained
herein, 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
Obligation Payments 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 Obligation Payments and other payments
required to be made by it hereunder is a special obligation of the District payable, in the manner
provided herein, solely 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 Obligation Payments or other payments required to be made
hereunder.
Section 7.02. Limitation of Rights. Nothing in this Master Agreement expressed or
implied is intended or shall be construed to give to any Person other than the District, the
Corporation, the Obligation Trustees and the Owners of the Obligation Securities, any legal or
equitable right, remedy or claim under or in respect of this Master 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, the Obligation Trustees and the Owners of the Obligation Securities.
Section 7 .03. Contract with Owners. In consideration of the acceptance of the
Obligation Securities by those who shall be Owners of the same from time to time, this Master
Agreement shall be deemed to be and shall constitute a contract between the District and the
Owners from time to time of the Obligation Securities to secure the full and final payment of the
Obligations, subject to the agreements, conditions, covenants and terms contained herein.
Section 7.04. Third-Party Beneficiaries. The Obligation Trustees are third-party
beneficiaries of this Master Agreement.
Section 7.05. 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:
DOCSLAI :350031.2
41758-7 GHI 33
If to the District:
If to the Corporation:
Orange County Sanitation District
10844 Ellis A venue
Fountain Valley, California 92708
Attention:
Orange County Sanitation District Financing
Corporation
c/o Orange County Sanitation District
10844 Ellis A venue
Fountain Valley, California 92708
Attention:
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 telex, telegram 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 7.06. Successor Is Deemed Included in all References to Predecessor.
Whenever either 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 7.07. Waiver of Personal Liability. No official, officer or employee of the
District shall be individually or personally liable for the payment of the Obligation Payments 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.
Section 7.08. 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 Master Agreement
as a whole and not to any particular Article, Section, subdivision or clause hereof.
Section 7.09. 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
DOCSLAl :350031.2
41758-7 GHI 34
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 or portions thereof and shall in no way affect the validity
hereof.
Section 7.10. Law Governing. This Master Agreement shall be construed and governed
in accordance with the laws of the State.
Section 7.11. Execution in Counterparts. This Master 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.
DOCSLAI :350031.2
41758-7 GHI 35
.. IN WITNESS WHEREOF, the parties hereto have executed this Master Agreement by
their officers thereunto duly authorized as of the day and year first written above.
DOCSLAI :350031.2
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ORANGE COUNTY SANITATION
DISTRICT
ORANGE COUNTY SANITATION
DISTRICT FINANCING
CORPORATION
INSTALLMENT PURCHASE AGREEMENT
DOCSLAI :332519.5
41758-7 GH!
by and between the
ORANGE COUNTY SANITATION DISTRICT
and the
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
Dated as of 1, 2000 ----
Relating To
$ _____ _
Orange County Sanitation District
Refunding Certificates of Participation
(2000 Refunding Project)
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions ................................................................................................................ 3
Section 1.02. Definitions in Master Agreement and Trust Agreement .......................................... 4
ARTICLE II
PURCHASE AND SALE OF PROJECT; PAYMENTS
Section 2.01. Purchase and Sale of Project.. .................................................................................. 5
Section 2.02. Installment Payments ............................................................................................... 5
Section 2.03. Reserve Fund Payments ........................................................................................... 6
Section 2.04. Obligation Absolute ................................................................................................. 6
Section 2.05. Nature of Agreement.. .............................................................................................. 7
ARTICLE III
PREPAYMENT OF INSTALLMENT PAYMENTS; DISCHARGE
Section 3.01. Prepayment oflnstallment Payments ....................................................................... 8
Section 3.02. Notice ....................................................................................................................... 9
Section 3.03. Discharge of Obligations ....................................................................................... 10
ARTICLE IV
COVENANTS
Section 4.01. Compliance with Master Agreement ..................................................................... 11
Section 4.02. Compliance with Installment Purchase Agreement. .............................................. 11
Section 4.03. Protection of Security and Rights .......................................................................... 11
Section 4.04. Consent of Bank ..................................................................................................... 11
Section 4.05. Indemnification of Corporation ............................................................................. 11
Section 4.06. Further Assurances ................................................................................................. 11
ARTICLEV
EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 5.01. Events of Default ................................................................................................... 13
Section 5.02. Remedies on Default .............................................................................................. 13
Section 5.03. Non-Waiver. ............................................................................................................ 14
Section 5.04. Remedies Not Exclusive ........................................................................................ 14
ARTICLE VI
AMENDMENTS
Section 6. 01. Amendments .................................. -· ...................................................................... 15
ARTICLE VII
MISCELLANEOUS
Section 7.01. Liability of District Limited ................................................................................. ~. 17
Section 7.02. Limitation of Rights ............................................................................................... 17
Section 7 .03. Assigrunent ............................................................................................................. 17
Section 7.04. Rights of Bank ....................................................................................................... 17
Section 7.05. Third-Party Beneficiary ......................................................................................... 18
Section 7. 06. References to Bank Ineffective .............................................................................. 18
Section 7.07. Notices ................................................................................................................... 18
Section 7. 08. Successor Is Deemed Included in all References to Predecessor .......................... 19
DOCSLAI :332519.5
41758-7 GHI
TABLE OF CONTENTS
(continued)
Page
Section 7. 09. Waiver of Personal Liability .................................................................................. 19
Section 7.10. Article and Section Headings, Gender and References ......................................... 19
Section 7 .11. Partial Invalidity ..................................................................................................... 19
Section 7.12. Law Govenring ...................................................................................................... 19
Section 7 .13. Execution in Counterparts ...................................................................................... 19
EXHIBIT A DESCRIPTION OF PROJECT ............................................................................ A-1
DOCSLAI:332519.5
41758-7 GHI 2
INSTALLMENT PURCHASE AGREEMENT
THIS INSTALLMENT PURCHASE AGREEMENT (this "Installment Purchase
Agreement"), is made and entered into as of 1, 2000, 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").
W I T N E S S E T H:
WHEREAS, the District previously financed the acquisition, construction and
installation of certain improvements to its wastewater system (the "Project") through the
incurrence of certain obligations;
WHEREAS, in order to refinance such obligations, the District desires to purchase the
Project from the Corporation, and the Corporation desires to sell the Project to the District, for
the installment payments (the "Installment Payments") to be made by the District pursuant to this
Installment Purchase Agreement;
WHEREAS, pursuant to the Master Agreement for District Obligations, dated as of
_____ , 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 Payments and the interest thereon payable hereunder, 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 State Street Bank and Trust
Company of California, N.A., as trustee (the "Trustee");
WHEREAS, in consideration of such assignment and the execution and entering into of
the Trust Agreement, dated as of the date hereof, among the Trustee, the Corporation and the
District, the Trustee has agreed to execute and deliver certificates of participation (the
"Certificates (2000 Refunding Project)"), evidencing direct, undivided fractional interests in the
Installment Payments, and the interest thereon, payable hereunder;
WHEREAS, a portion of the proceeds of the Certificates (2000 Refunding Project) will
be used to provide for the refinancing of the obligations incurred to finance the Project; 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;
DOCS LA 1 :332519.S
41758-7 GHI
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
DOCSLA1:332519.5
41758-7 GHI 2
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:
"Bank" means Dexia Credit Local de France, acting through its New York Agency, as
issuer of the Liquidity Facility, and any issuer of any Substitute Liquidity Facility.
"Certificates (2000 Refunding Project)" means the Orange County Sanitation District
Refunding Certificates of Participation (2000 Refunding Project) executed and delivered by the
Trustee pursuant to the Trust Agreement.
"Closing Date" means _____ _, 2000.
"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.
"Default Rate" means, as of any date, the highest rate then applicable to any Installment
Payment[; provided, however, that the Default Rate shall be 0% if and to the extent that the
interest accruing and payable at the Default Rate would duplicate any amount payable pursuant
to Section_ hereof].
"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 5.01 hereof.
"Installment Payments" means the Installment Payments required to be made by the
District pursuant to Section 2.02 hereof.
"Installment Payment Date" means each August 1, commencing August 1, [2000].
"Installment Purchase Agreement" means this Installment Purchase Agreement, dated
as of 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
hereof.
"Liquidity Facility" means the [liquidity facility] issued by the Bank, dated the Closing
Date, naming the Trustee as beneficiary, and any Substitute Liquidity Facility.
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41758-7 GHI 3
"Master Agreement" means the Master Agreement for District Obligations, dated as of
____ 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.
"Project" means the improvements to the Wastewater System described in Exhibit A
hereto.
"Standby Agreement" means the Standby Agreement, dated as of the date hereof, by
and between the District and the Bank, as originally executed as it may from to time to time be
amended or supplemented in accordance with its terms, and any agreement pursuant to which a
Substitute Liquidity Facility is issued.
"State" means the State of California.
"Substitute Liquidity Facility" means any [liquidity facility] substituted for the initial
Liquidity Facility in accordance with the provisions of the Trust Agreement.
"Trust Agreement" means the Trust Agreement, dated as of the date hereof, 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 terms.
"Trustee" means State Street Bank and Trust Company of California, N.A., a national
banking association duly organized and existing under and by virtue of 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.
DOCSLAI :332519.5
41758-7GHI 4
ARTICLED
PURCHASE AND SALE OF PROJECT; PAYMENTS
Section 2.01. 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 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 2.02. Installment Payments. (a) The District shall, subject to any rights of
prepayment provided in Article III hereof, pay to the Corporation, solely from Net Revenues and
from no other sources, the purchase price of the Project in Installment Payments, with interest
thereon, as provided herein. The Installment Payments shall be in the aggregate principal
amount of $ , and shall be payable on the Installment Payment Dates in the
principal amounts set forth in the following schedule:
Installment
Payment Date
(August 1)
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Installment Payment
The Installment Payments shall accrue interest from the Closing Date, and such interest
shall be payable on the Interest Payment Dates in each year. The interest on Installment
Payments evidenced by Certificates (2000 Refunding Project) in the Daily Mode shall accrue at
the Daily Rate, calculated as provided in the Trust Agreement. The interest on Installment
Payments evidenced by Certificates (2000 Refunding Project) in the Weekly Mode shall accrue
at the Weekly Rate, calculated as provided in the Trust Agreement. The interest on Installment
DOCSLAl :332519.5
41758-7 GHI 5
Payments evidenced by Certificates (2000 Refunding Project) in the Extended Rate Mode shall
accrue at the Extended Rate, calculated as provided in the Trust Agreement. The interest on
Installment Payments evidenced by Certificates (2000 Refunding Project) in the Fixed Rate
Mode shall accrue at the Fixed Rate, calculated as provided in the Trust Agreement.
Notwithstanding the foregoing, the interest on Installment Payments evidenced by Bank
Certificates (2000 Refunding Project) shall accrue at the Bank Certificate Rate, calculated as
provided in the Trust Agreement.
(b) Each Installment Payment, and each payment of interest thereon, shall be
deposited with the Trustee, as assignee of the Corporation, no later than the Business Day next
preceding the Installment Payment Date or Interest Payment Date on which such Installment
Payment or payment of interest is due, 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 Certificates
(2000 Refunding Project), said amounts shall be credited against the Installment Payment, or
payment of interest thereon, as applicable, due on such date. In the event the District fails to
make any of the payments required to be made by it under this Section, such payment shall
continue as an obligation of the District until such amount shall have been fully paid and, to the
extent permitted by law, the District agrees to pay the same with interest accruing thereon at the
Default Rate.
Section 2.03. Reserve Fund Payments. The District will maintain or cause to be
maintained in the Reserve Fund established under the Trust Agreement an amount equal to the
Reserve Requirement; provided, however, that any replenishment thereof shall be payable solely
from Net Revenues. On or before the last Business Day of each month, commencing on or
before the last Business Day of each month during which an event occurs that causes the amount
on deposit in the Reserve Fund to be reduced below, or further below, the Reserve Requirement,
the District shall transfer, from Net Revenues, to the Trustee for deposit in the Reserve Fund,
1/12 of the amount of such reduction, except that no such transfer to the Trustee and deposit in
the Reserve Fund need be made if the amount available and contained therein is at least equal to
the Reserve Requirement.
Section 2.04. Obligation Absolute. The obligation of the District to make the
Installment Payments, and payments of interest thereon, and other payments required to be made
by it under this Article, solely from Net Revenues, is absolute and unconditional, and until such
time as the Installment Payments, 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 III), the District shall not discontinue or suspend any Installment Payments, 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 Payments, 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.
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Section 2.05. Nature of Agreement. This Installment Purchase Agreement constitutes a
Senior Obligation and, as such, shall be governed by 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.
DOCSLAl :332519.5
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ARTICLE III
PREPAYMENT OF INSTALLMENT PAYMENTS; DISCHARGE
Section 3.01. Prepayment of Installment Payments. (a) The District may optionally
prepay Installment Payments as follows:
(i) The District may prepay all or a portion of the Installment Payments
evidenced by Bank Certificates, from any source of available funds, on any date, by
paying all or a portion, as elected by the District, of the Installment Payments evidenced
by Bank Certificates, and the accrued but unpaid interest on such Installment Payments to
be prepaid to the date of such prepayment, without premium.
(ii) The District may prepay all or a portion of the Installment Payments
evidenced by Certificates (2000 Refunding Project) in the Daily Rate Mode or the
Weekly Rate Mode, from any source of available funds, on any Interest Payment Date,
by paying all or a portion (in an amount equal to $100,000 or an integral multiple
thereof), as elected by the District, of such Installment Payments, and the accrued but
unpaid interest on such Installment Payments to be prepaid to the date of such
prepayment, without premium.
(iii) The District may prepay all or a portion of the Installment Payments
evidenced by Certificates (2000 Refunding Project) in the Extended Rate Mode, from any
source of available funds, on the day following the last day of the Extended Rate Period,
by paying all or a portion (in an amount equal to $5,000 or an integral multiple thereof),
as elected by the District, of such Installment Payments, and the accrued but unpaid
interest on such Installment Payments to be prepaid to the date of such prepayment,
without premium.
(iv) The District may prepay all or a portion of the Installment Payments
evidenced by Certificates (2000 Refunding Project) in the Fixed Rate Mode, from any
source of available funds, on any date during the periods indicated in the following table,
by paying (A) all or a portion (in an amount equal to $5,000 or an integral multiple
thereof), as elected by the District, of such Installment Payments, (B) the accrued but
unpaid interest on such Installment Payments to be prepaid to the date of such
prepayment, and (C) a premium, applicable for the periods indicated (expressed as a
percentage of the Installment Payments being prepaid), as set forth in the following table:
DOCSLA1:332519.5
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Original Length of
Fixed Rate Period
More than 10 Years
More than 8 years but not
more than 1 0 years
More than 5 years but not
more than 8 years
5 years or less
Commencement of
Prepayment Period
8th anniversary of
commencement of Fixed Rate
Period
6th anniversary of
commencement of Fixed Rate
Period
4th anniversary of
commencement of Fixed Rate
Period
No prepayment
Prepayment Premium as
a Percentage of
Installment Payment
2% declining by 1 % on each
succeecling anniversary of the
first day of the prepayment
period until reaching 0% and
thereafter 0%
1 % until the first anniversary
of the first day of the
prepayment period and 0%
from said first anniversary and
thereafter
0%
Installment Payments evidenced by Bank Certificates shall be prepaid prior to the
prepayment of any Installment Payments pursuant to paragraphs (ii), (iii) or (iv) of this
subsection (a).
(b) The District may prepay, from any source of available funds, all or any portion of
the Installment Payments (other than Installment Payments evidenced by Bank Certificates) by
depositing with the Trustee moneys or securities as provided, and subject to the terms and
conditions set forth, in Article XII of the Trust Agreement sufficient to pay such Installment
Payments, and the interest thereon, when due or to pay such Installment Payments, and the
interest thereon, through a specified date on which the District has a right to prepay such
Installment Payments pursuant to subsection (a) of this Section, and to prepay such Installment
Payments on such prepayment date, at a prepayment price determined in accordance with
subsection (a) of this Section.
( c) If less than all of the Installment Payments are prepaid pursuant to this Section
then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of
a deposit pursuant to subsection (b) of this Section, the schedule of Installment Payments shall
be recalculated in order to take such prepayment into account.
( d) Prepayments of Installment Payments made pursuant to this Section shall be
applied to the prepayment of Certificates (2000 Refunding Project) as provided in Section 4.01
of the Trust Agreement.
Section 3.02. Notice. Before making any prepayment pursuant to this Article, the
District shall give written notice to the Trustee and the Bank specifying the date on which the
prepayment will be made, which date shall be not less than 30 nor more than 45 days from the
date such notice is given to the Trustee and the Bank.
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.. Section 3.03. Discharge of Obligations. If all Installment Payments, and the interest
thereon, shall be paid as and when due in accordance with the terms hereof, or prepaid in
accordance with Section 3.01 hereof, or if all Certificates (2000 Refunding Project) shall be fully
paid, or provision therefor made in accordance with Article XII of the Trust Agreement, and the
Trust Agreement shall be discharged by its terms, and all amounts payable to the Bank pursuant
to the Standby Agreement shall have been paid in full, then all agreements, covenants and other
obligations of the District hereunder shall thereupon cease, terminate and become void and be
discharged and satisfied.
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41758-7 GHI 10
ARTICLE IV
COVENANTS
Section 4.01. Compliance with Master Agreement. The District will faithfully
observe and perform all the agreements, conditions, covenants and terms contained in the Master
Agreement required to be observed and performed by it and will not suffer or permit any default
to occur thereunder.
Section 4.02. Compliance with Installment Purchase Agreement. The District will
punctually pay the Installment Payments, 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 suffer or permit any default to occur hereunder and 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 term 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 4.03. 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 Payments, 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 4.04. Consent of Bank. The District will not amend the Master Agreement
without the prior written consent of the Bank.
Section 4.05. 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 Certificates (2000 Refunding Project), 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 Certificates (2000
Refunding Project).
Section 4.06. 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
DOCSLA1:332519.5
41758-?GHI 11
and confirming unto 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.
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ARTICLEV
EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 5.01. 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
for a period of 60 days after the District shall have been given notice in writing of such default
by the Corporation;
( 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; or
( d) if an event of default as provided in the Standby Agreement shall have occurred
and be continuing, as evidenced by the Trustee's receipt of a written notice from the Bank so
stating.
Section 5.02. 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 or any board member, officer or employee thereof, and to compel
the District or any such board member, officer or employee to perform and carry out his or her
duties under applicable law and the agreements and covenants required to be performed by him
or her contained 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 require the District and its board members, officers and
employees to account as the trustee of an express trust; and
(d) 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.
DOCSLAI :332519.5
41758-7 GHI 13
' Section 5.03. 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 Payments, 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
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 5.04. 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.
DOCSLA1:332519.5
41758-7 GHl 14
ARTICLE VI
AMENDMENTS
Section 6.01. 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
Certificates (2000 Refunding Project) 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 Certificate, (ii) reduce the percentage of Owners of the Certificates (2000 Refunding
Project) whose consent is required to effect any such amendment or modification, or (iii) amend
or modify any of the rights or obligations of the Bank without the prior written consent of the
Bank, without the prior written consent of the Owners of all Certificates (2000 Refunding
Project) 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 Certificates (2000 Refunding Project), 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, and which in
either case shall not materially adversely affect the interests of the Owners of the
Certificates (2000 Refunding Project) or the Bank;
(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 District, the Corporation or the Trustee, as
assignee of the Corporation, may deem desirable or necessary and not inconsistent
herewith, and which shall not materially adversely affect the interests of the Owners of
the Certificates (2000 Refunding Project) or the Bank;
(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 Payments; 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
DOCSLAI :332519.5
41758-?GHI 15
necessary, and which shall not materially adversely affect the interests of the Owners of
the Certificates (2000 Refunding Project) or the Bank.
(c) 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 as of any Conversion.Date by a written amendment hereto executed by the District, the
Corporation and the Trustee, as assignee of the Corporation, which shall become binding on such
Conversion Date, with the prior written consent of the Bank (if the Rate Period commencing on
such Conversion Date is a Variable Rate Period), but without the written consents of any Owners
of the Certificates (2000 Refunding Project), but only to the extent permitted by law and only if
the Certificates (2000 Refunding Project) have been remarketed by the Remarketing Agent
pursuant to subsection (d) of Section 5.02 or Section 5.03 of the Trust Agreement for purchase
on such Conversion Date with such amended or modified rights or obligations of the District, the
Corporation or the Trustee, as assignee of the Corporation.
DOCSLA1:332519.5
41758-7 OH! 16
ARTICLE VII
MISCELLANEOUS
Section 7.01. Liability of District Limited. Notwithstanding anything contained
herein, 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 Payments, 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 Payments, 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, solely 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 Payments, or the
interest thereon, or other payments required to be made hereunder.
Section 7.02. Limitation of Rigbts. 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, the Trustee, as assignee of the Corporation, and the Bank, 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, the Trustee, as assignee of the Corporation, and the Banl<.
Section 7.03. 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 under this Installment Purchase Agreement (excepting its rights to
indemnification hereunder), including the right to receive Installment Payments, and the interest
thereon, from the District, pursuant to the Trust Agreement.
Section 7.04. Rights of Bank. As long as the Liquidity Facility is in effect and the Bank
is not in default in respect of its payment obligations thereunder, the Bank shall be deemed to be
the sole and exclusive Owner of the Outstanding Certificates (2000 Refunding Project) in a
Variable Rate Mode for purposes of all approvals, consents, waivers, institution of any action,
and the direction of all remedies, including but not limited to approval of or consent to any
amendment to this Installment Purchase Agreement which requires the consent or approval of
the Owners of a majority of the principal evidenced by the Certificates (2000 Refunding Project)
then Outstanding; provided, however, that the Bank shall not be deemed to be the sole and
exclusive Owner of the Outstanding Certificates (2000 Refunding Project) with respect to any
amendment or supplement to this Installment Purchase Agreement which seeks to amend or
DOCSLA1 :332519.5
41758-7 GHI 17
supplement this Installment Purchase Agreement for the purposes set forth in clause (i) or (ii) of
subsection (a) of Section 6.01 hereof.
Section 7.05. Third-Party Beneficiary. The Bank is a third-party beneficiary of this
Installment Purchase Agreement.
Section 7.06. References to Bank Ineffective. If the Liquidity Facility is no longer in
effect, and all obligations to the Bank under the Standby Agreement have been paid in full, then
all references in this Installment Purchase Agreement to the Bank, the Liquidity Facility and the
Standby Agreement shall be of no effect.
Section 7.07. 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:
If to the Corporation:
Ifto the Trustee:
If to the Bank:
Orange County Sanitation District
10844 Ellis A venue
Fountain Valley, California 92708
Attention: --------
Orange County Sanitation District Financing
Corporation
c/o Orange County Sanitation District
10844 Ellis A venue
Fountain Valley, California 92708
Attention:
State Street Bank and Trust Company of
California, N .A.
633 West Fifth Street, 12th Floor
Los Angeles, California 90071
Attention:
Operations Department
Dexia Credit Local de France
445 Park A venue, 8th Floor
New York, New York 10022
Attention: Operations Manager
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 telex, telegram 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
DOCSLAI :332519.5
41758-7GHI 18
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.
Any notice to be given to or by the Corporation hereunder shall, upon the assignment of
the Corporation's rights hereunder to the Trustee, also be given to or by the Trustee.
Section 7.08. Successor Is Deemed Included in all References to Predecessor.
Whenever either 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 7.09. Waiver of Personal Liability. No official, officer or employee of the
District shall be individually or personally liable for the payment of the Installment Payments, 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.
Section 7.10. 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 7.11. Partial lovaliqity. 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 or portions thereof and shall in no way affect the validity
hereof.
Section 7.12. Law Governing. This Installment Purchase Agreement shall be construed
and governed in accordance with the laws of the State.
Section 7.13. 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.
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ORANGE COUNTY SANITATION
DISTRICT
ORANGE COUNTY SANITATION
DISTRICT FINANCING
CORPORATION
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EXHIBIT A
DESCRIPTION OF PROJECT
A-1
TRUST AGREEMENT
by and among
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
DOCSLAl :336504.4
41758-7 GHl
and
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
and
ORANGE COUNTY SANITATION DISTRICT
Dated as of , 2000 ------
Relating To
$ ------Orange County Sanitation District
Refunding Certificates of Participation
(2000 Refunding Project)
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions ............................................................................................................... 3
Section 1.02. Definitions in Installment Purchase Agreement ................................................... 10
Section 1.03. Equal Security ....................................................................................................... 10
ARTICLE II
TERMS AND CONDITIONS OF CERTIFICATES
Section 2.01. Preparation and Delivery of Certificates ............................................................... 11
Section 2.02. Denomination, Medium and Dating of Certificates .............................................. 11
Section 2.03. Payment Dates of Certificates; Interest Computation ........................................... 11
Section 2.04. Form of Certificates .............................................................................................. 12
Section 2.05. Execution of Certificates and Replacement Certificates ....................................... 12
Section 2.06. Transfer and Payment of Certificates; Exchange of Certificates .......................... 12
Section 2.07. Certificate Registration Books .............................................................................. 13
Section 2.08. Temporary Certificates .......................................................................................... 13
Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen ................................................ 13
Section 2.10. Cooperation by the District.. ................................................................................. 14
Section2.ll. Book-Entry System ................................................................................................ 14
ARTICLE III
INTEREST RA TES
Section 3.01. Variable Rates ....................................................................................................... 18
Section 3.02. Optional Conversion Between Variable Rate Modes ........................................... 20
Section 3.03. Conversion to the Fixed Rate Mode ..................................................................... 21
ARTICLE IV
PREPAYMENT OF CERTIFICATES
Section 4.01. Optional Prepayment ............................................................................................ 24
Section 4.02. Mandatory Sinking Account Prepayment. ............................................................ 25
Section 4.03. Selection of Certificates for Prepayment.. ............................................................ 26
Section 4.04. Notice of Prepayment ........................................................................................... 26
Section 4.05. Partial Prepayment of Certificates ........................................................................ 28
Section 4.06. Effect of Prepayment ............................................................................................ 28
ARTICLEV
TENDER AND PURCHASE OF CERTIFICATES
Section 5.01. Optional Tenders While Daily Rate Mode in Effect.. ........................................... 29
Section 5.02. Optional Tenders While Weekly Rate Mode in Effect ......................................... 30
Section 5.03. Mandatory Tenders On Conversion Dates ............................................................. 31
Section 5.04. Mandatory Tenders After Each Extended Rate Period ......................................... 32
Section 5.05 . Mandatory Tenders Upon Expiration or Substitution of Liquidity
Facility or Event of Default with Respect Thereto .................................... 32
Section 5.06. Purchase of Tendered Certificates ........................................................................ 33
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41758-7 GHI
TABLE OF CONTENTS
(continued)
Section 5.07. Bank Certificates ........................................................................................... -....... 35
Section 5.08. Insufficient Funds for Purchases ........................................................................... 35
Section 5. 09. Restriction on Remarketing of Certificates to District or
Corporation ................................................................................................ 36
Section 5.10. Book-Entry Tenders .................................................................... -......................... 36
ARTICLE VI
THE LIQUIDITY FACILITY
Section 6.01. The Liquidity Facility ........................................................................................... 37
Section 6.02. Substitute Liquidity Facility ................................................................................. 37
Section 6.03 . Notices to the Bank ............................................................................................... 38
ARTICLE VII
FUNDS AND ACCOUNTS; ASSIGNMENT AND PLEDGE
Section 7.01. Deposit of Proceeds of Certificates ....................................................................... 39
Section 7.02. Costs of Issuance Fund ......................................................................................... 39
Section 7.03. Assignment and Pledge ......................................................................................... 39
Section 7.04. Installment Payment Fund .................................................................................... 39
Section 7.05. Reserve Fund ........................................................................................................ 40
Section 7.06. Rebate Fund .......................................................................................................... 42
Section 7.07. Investment of Moneys ........................................................................................... 42
ARTICLE VIII
COVENANTS
Section 8.01. Compliance with Trust Agreement.. ..................................................................... 44
Section 8.02. Compliance with Installment Purchase Agreement.. ............................................ 44
Section 8.03. Observance of Laws and Regulations ............................. .' ..................................... 44
Section 8.04. Other Liens ............................................................................................................ 44
Section 8.05. Prosecution and Defense of Suits ......................................................................... 44
Section 8.06. Accounting Records and Statements .................................................................... 44
Section 8.07. Tax Covenants ...................................................................................................... 45
Section 8.08. Continuing Disclosure .......................................................................................... 45
Section 8.09. Further Assurances ................................................................................................ 45
ARTICLE IX
DEFAULT AND LIMITATIONS OF LIABILITY
Section 9.01. Action upon Event of Default ............................................................................... 46
Section 9.02. Other Remedies of the Trustee .............................................................................. 46
Section 9.03. Non-Waiver ........................................................................................................... 46
Section 9.04. Remedies Not Exclusive ....................................................................................... 47
Section 9.05. Application of Amounts After Default ................................................................. 47
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41758-7 GHI 11
TABLE OF CONTENTS
(continued)
Section 9.06. Trustee May Enforce Claims Without Possession of Certificates ........................ 47
Section 9.07. Limitation on Suits ................................................................................................ 47
Section 9.08. No Liability by the Corporation to the Owners .................................................... 48
Section 9.09. No Liability by the District to the Owners ............................................................ 48
Section 9.10. No Liability of the Trustee to the Owners ............................................................ 48
ARTICLEX
THE TRUSTEE AND THE REMARKETING AGENT
Section 10.01. Employment of the Trustee; Duties .................................................................... 49
Section 10.02. Removal and Resignation of the Trustee ............................................................ 49
Section 10.03. Compensation and Indemnification of the Trustee ............................................. 50
Section 10.04. Protection of the Trustee ..................................................................................... 51
Section 10.05. The Remarketing Agent.. .................................................................................... 52
Section 10.06. Qualifications of Remarketing Agent.. ............................................................... 53
ARTICLEX
AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT
Section 11.01. Amendment or Supplement ................................................................................ 54
Section 11.02. Disqualified Certificates ..................................................................................... 55
Section 11. 03. Endorsement or Replacement of Certificates After Amendment or
Supplement ............................................................................................. 55
Section 11.04. Amendment by Mutual Consent.. ....................................................................... 55
ARTICLE XII
DEFEASANCE
Section 12.01. Discharge of Certificates and Trust Agreement.. ................................................ 56
Section 12.02. Unclaimed Moneys ............................................................................................. 57
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Benefits of Trust Agreement.. ............................................................................. 59
Section 13.02. Successor Deemed Included in all References to Predecessor ........................... 59
Section 13.03. Execution of Documents by Owners .................................................................. 59
Section 13.04. Waiver of Personal Liability ............................................................................... 59
Section 13 .05. Acquisition of Certificates by District ................................................................ 60
Section 13.06. Content of Certificates ........................................................................................ 60
Section 13.07. Funds and Accounts ............................................................................................ 60
Section 13.08 . Third-Party Beneficiary ...................................................................................... 60
Section 13.09. Article and Section Headings, Gender and References ...................................... 60
Section 13. I 0. Partial Invalidity .................................................................................................. 61
Section 13 .11. California Law .................................................................................................... 61
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TABLE OF CONTENTS
(continued)
Section 13.12. Notices ................................................................................................................ 61
Section 13 .13. Notice to Rating Agencies .................................................................................. 63
Section 13.14. New York Time .................................................................................................. 63
Section 13.15. References to Bank Ineffective ........................................................................... 63
Section 13.16. Effective Date ..................................................................................................... 63
Section 13 .17. Execution in Counterparts ................................................................................... 63
EXHIBIT A FORM OF CERTIFICATE .................................................................................. A-1
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TRUST AGREEMENT
THIS TRUST AGREEMENT (this "Trust Agreement"), is made and entered into as of
_____ , 2000, by and among STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A., a national banking association duly 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").
WI TNE S SETH:
WHEREAS, the District previously financed the acquisition, construction and
installation of certain improvements to its wastewater system (the "Project") through the
incurrence of certain obligations;
WHEREAS, in order to refinance such obligations, the District desires to purchase the
Project from the Corporation, and the Corporation desires to sell the Project to the District,
pursuant to an Installment Purchase Agreement, dated as of the date hereof (the "Installment
Purchase Agreement");
WHEREAS, the Corporation proposes to assign without recourse certain of its rights
under and pursuant to the Installment Purchase Agreement to the Trustee;
WHEREAS, in consideration of such assignment and the execution and entering into of
this Trust Agreement, the Trustee has agreed to execute and deliver certificates of participation
(the "Certificates"), evidencing direct, undivided fractional interests in the Installment Payments,
and the interest thereon, payable under the Installment Purchase Agreement;
WHEREAS, a portion of the proceeds of the Certificates will be used to provide for the
refinancing of the obligations incurred to finance the Project; 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 entering into
of this Trust 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 Trust Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
and covenants contained herein and for other valuable consideration, the parties hereto do hereby
agree as follows:
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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 Certificates 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
Board of Directors of the Corporation to act on behalf of the Corporation under or with respect to
this Trust Agreement.
"Authorized Denominations" means (a) while the Certificates are in the Daily Rate
Mode or the Weekly Rate Mode, $100,000 and whole multiples thereof, except that one
Certificate may be in the amount of $100,000 and a whole multiple of $5,000 in excess thereof,
and (b) while the Certificates are in the Extended Rate Mode or the Fixed Rate Mode, $5,000 and
whole multiples thereof.
"Authorized District Representative" means the General Manager of the District and
the of the District, and any other person authorized by the Board of
Directors of the District to act on behalf of the District under or with respect to this Trust
Agreement.
"Available Commitment" has the meaning ascribed thereto in the Standby Agreement.
"Bank" means Dexia Credit Local de France, acting through its New York Agency, as
issuer of the Liquidity Facility, and any issuer of any Substitute Liquidity Facility.
"Bank Certificate" has the meaning ascribed thereto in the Standby Agreement.
"Bank Certificate Rate" means 0%.
"Beneficial Owners" means those individuals, partnerships, corporations or other
entities for whom the Participants have caused the Depository to hold Book-Entry Certificates.
"Book-Entry Certificates" means the Certificates registered in the name of the nominee
of DTC, or any successor securities depository for the Certificates, as the registered owner
thereof pursuant to the terms and provisions of Section 2.11 hereof.
"Business Day" means a day other than (a) Saturday or Sunday, (b) a day on which
banking institutions in the city or cities in which the Principal Office of the Trustee is located,
the principal office of the Remarketing Agent is located or the office of the Bank at which draws
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under the Liquidity Facility are made 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. If the date for making any payment or the last date for performance
of any act or the exercising of any right, as provided in the Trust Agreement or the Installment
Purchase Agreement, shall not be a Business Day, such payment may be made or act performed
or right exercised on the next succeeding Business Day, with the same force and effect as if done
on the nominal date provided in the Trust Agreement or the Installment Purchase Agreement
and, unless otherwise specifically provided in the Trust Agreement, the Installment Purchase
Agreement or the Standby Agreement, no interest shall accrue for the period from and after such
nominal date.
"Cede & Co." means Cede & Co., the nominee of DTC, and any successor nominee of
DTC with respect to the Certificates.
"Certificate Purchase Agreement" means the Certificate Purchase Agreement, dated
______ _, 2000, by and among the Purchaser, the District and the Corporation relating to
the Certificates.
"Certificates" means the Orange County Sanitation District Refunding Certificates of
Participation (2000 Refunding Project) executed and delivered by the Trustee pursuant hereto.
"Code" means the Internal Revenue Code of 1986.
"Conversion Date" means any date on which the Mode applicable to the Certificates is
converted from one Variable Rate Mode to another Variable Rate Mode or to the Fixed Rate
Mode.
"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 Certificates,
including, but not limited to, all printing and document preparation expenses in connection with
this Trust Agreement, the Installment Purchase Agreement, the Standby Agreement, the
Certificates and any preliminary official statement and final official statement pertaining to the
Certificates, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and
expenses of counsel with respect to the execution and delivery of the Certificates, any computer
and other expenses incurred in connection with the Certificates, the initial fees and expenses of
the Trustee, Liquidity Facility fees and charges, and other fees and expenses incurred in
connection with the execution and delivery of the Certificates, to the extent such fees and
expenses are approved by the District.
"Costs of Issuance Fund" means the account by that name established in accordance
with Section 7 .02 hereof.
"Daily Rate" means the interest rate or rates determined for a Daily Rate Period pursuant
to subsection (b) of Section 3.01 hereof.
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"Daily Rate Mode" means the Mode in which the Certificates evidence interest at a
Daily Rate.
"Defeasance Securities" means Permitted Investments described in paragraph (1) of the
definition thereof, which Permitted Investments do not contain provisions permitting the
redemption thereof other than at the option of the holder.
"Delivery Date" means _______ , 2000.
"Depository" means the securities depository acting as Depository pursuant to
Section 2.11 hereof.
"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.
"DTC" means The Depository Trust Company, New York, New York and its successors.
"Extended Rate" means the interest rate or rates determined for an Extended Rate
Period pursuant to subsection ( d) of Section 3. 01 hereof.
"Extended Rate Mode" means the Mode in which the Certificates evidence interest at
an Extended Rate.
"Fixed Rate" means the interest rate determined for a Fixed Rate Period pursuant to
Section 3.03 hereof.
"Fixed Rate Mode" means the Mode in which the Certificates evidence interest at a
Fixed Rate.
"Installment Payment Fund" means the fund by that name established in accordance
with Section 7 .04 hereof.
"Installment Payments" means the Installment Payments required to be made by the
District pursuant to Section 2.02 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 7 .04 hereof.
"Interest Payment Date" means:
(a) while the Certificates are in the Daily Rate Mode, the first Business Day of
each calendar month;
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(b) while the Certificates are in the Weekly Rate Mode, the first Business Day
of each calendar month;
(c) while the Certificates are in the Extended Rate Mode, each February 1 and
August 1; and
(d) while the Certificates are in the Fixed Rate Mode, each February 1 and
August 1.
"Letter of Representations" means the letter of the District delivered to and accepted by
the Depository on or prior to the delivery of the Certificates as Book-Entry Certificates setting
forth the basis on which the Depository serves as depository for such Book-Entry Certificates, as
originally executed or as it maybe supplemented or revised or replaced by a letter to a substitute
Depository.
"Liquidity Facility" means the standby purchase facility established by the Bank
pursuant to the Standby Agreement, and any Substitute Liquidity Facility.
"Mandatory Sinking Account Payments" means the Installment Payments evidenced
by Certificates required to be paid on each Mandatory Sinking Account Payment Date pursuant
to Section 4.02 hereof.
"Mandatory Sinking Account Payment Date" means August 1, 2000 and each August
1 thereafter continuing through and including August 1, 2018.
"Maximum Rate" means, with respect to any Certificate, prior to the Fixed Rate
Conversion Date therefor, 12% per annum and, thereafter, the highest rate of interest allowed by
law.
"Mode" means the Daily Rate Mode, the Weekly Rate Mode, the Extended Rate Mode
or the Fixed Rate Mode.
"Moody's" means Moody's Investors Service, a corporation organized and ex1stmg
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 2.11 hereof.
"Notice of Mandatory Tender" has the meaning ascribed thereto m the Standby
Agreement.
"Opinion of Counsel" means a written opm10n of counsel of recognized national
standing in the field of law relating to municipal bonds, appointed and paid by the District and
satisfactory to and approved by the Trustee.
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"Outstanding," when used as of any particular time with reference to Certificates, means
(subject to the provisions of Section 11.02 hereof) all Certificates except:
(a) Certificates previously canceled by the Trustee or delivered to the Trustee
for cancellation;
(b) Certificates paid or deemed to have been paid within the meaning of Section
12.01 hereof; and
( c) Certificates in lieu of or in substitution for which other Certificates 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
Certificate 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 Certificates as securities depository.
"Period" or "Rate Period" means, when used with respect to any particular rate of
interest applicable to the Certificates (whether a Daily Rate, a Weekly Rate, an Extended Rate or
a Fixed Rate), the period during which such rate of interest will remain in effect pursuant to
Article III hereof.
"Permitted Investments" means any of the following:
(a) Any bonds or other obligations which, as to principal and interest, constitute
direct obligations of, or are unconditionally guaranteed by, the United States of America,
including obligations of any federal agencies, to the extent such obligations are
unconditionally guaranteed by the United States of America;
(b) Obligations issued by banks for cooperatives, federal land banks, federal
intermediate credit banks, federal home loan banks or the Federal Home Loan Bank
Board, or obligations, participations or other instruments of or issued by, or fully
guaranteed as to principal and interest by, the Federal National Mortgage Association, the
Government National Mortgage Association or the Federal Home Loan Mortgage
Corporation; or guaranteed Small Business Administration notes or portions thereof;
( c) Obligations of the State of California or of any state or any local agency of
either thereof which are rated in one of the two highest long-term rating categories of
Moody's;
( d) Bills of exchange or time drafts drawn on and accepted by a commercial
bank, otherwise known as bakers acceptances, with a maximum term of one year, which
are eligible for purchase by the Federal Reserve System, or deposit accounts of any bank
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which has unsecured, uninsured and unguaranteed obligation ratings of "Prime-I" or
"A3" or better by Moody's and "A-1 +"by S&P;
( e) Commercial paper of "prime" quality of the highest ranking or of the highest
letter and numerical rating at the time of investment therein as provided by Moody's and
S&P;
(f) Negotiable certificates of deposit issued by a nationally or state-chartered
bank, or a state or federal savings and loan association or by a state-licensed branch of a
foreign bank qualified as a depository of public funds in the State of California, including
the Trustee or any affiliate thereof, which are fully insured by the Federal Deposit
Insurance Corporation;
(g) Any repurchase agreement or reverse repurchase agreement with members
of the Association of Primary Dealers of United States Government Securities or
institutions insured by the Federal Deposit Insurance Corporation, which are rated at the
time of investment therein not lower than A by Moody's and A by S&P, to the extent
such agreements are fully collateralized at levels acceptable to the Bank by obligations
described in clauses (a) and (b) of this definition, if the Trustee holds or appoints some
intermediary bank or savings association to hold the collateral securing such agreement
and the Trustee or its appointed agent has a first priority security interest in such
collateral, and the repurchase agreement or reverse repurchase agreement is free and clear
of any third party lien or claim;
(h) For amounts less than $10,000, interest-bearing demand or time deposits
(including certificates of deposit) in a national or state-chartered bank, or state or federal
savings and loan association in the State of California, fully insured by the Federal
Deposit Insurance Corporation or any successor thereto, including the Trustee or any
affiliate thereof;
(i) Shares in money market funds investing in the securities and obligations as
authorized by clauses (a) to (h), inclusive, of this definition and which comply with the
investment restrictions of Articles 1 and 2 of Chapter 4 of Title 5 of the California
Government Code (commencing with Section 53630) (including such funds managed,
advised or sponsored by the Trustee or any of its affiliates). To be eligible for investment
pursuant to this clause (i) these companies shall either: (1) attain the highest ranking or
the highest letter and numerical rating provided by S&P, or (2) have an investment
adviser registered with the Securities and Exchange Commission with not less than five
years experience investing in the securities and obligations as authorized by clauses (a) to
(i), inclusive, of this definition and with assets under management in excess of
$500,000,000. The purchase price of shares of beneficial interest purchased pursuant to
this clause (i) shall not include any commission that these companies may charge;
(j) Investment agreements (including guaranteed investment contracts), debt
service fund float agreements and debt service reserve fund put agreements reviewed by
and acceptable to Moody's and the Bank;
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(k) Any other investments which the District deems to be prudent investments
and in which the District invests or directs the Trustee to invest, provided that such
investments are approved by Moody's and the Banlc
Any references to long-term rating categories in this definition shall not take into account
any plus or minus sign or numerical modifiers.
"Prepayment Account" means the account by that name within the Installment Payment
Fund established in accordance with Section 7.04 hereof.
"Principal Account" means the account by that name within the Installment Payment
Fund established in accordance with Section 7.04 hereof.
"Principal Office" means the Trustee's principal corporate trust office in Los Angeles,
California.
"Principal Payment Date" means a date on which an Installment Payment evidenced by
the Certificates becomes due and payable.
"Purchase Date" means a date upon which the Trustee IS obligated to purchase a
Certificate pursuant to Article V hereof.
"Purchase Price" means, with respect to any Certificate required to be purchased by the
Trustee pursuant to Article V hereof, an amount equal to the principal evidenced by such
Certificate, plus accrued interest evidenced thereby, if any, at the rate applicable to such
Certificate from the most recent Interest Payment Date and up to but excluding the Purchase
Date.
"Purchaser" means Paine Webber Incorporated, as underwriter and purchaser of the
Certificates pursuant to the Certificate Purchase Agreement.
"Rebate Fund" means the fund by that name established in accordance with Section
7 .06 hereof.
"Rebate Requirement" has the meaning ascribed thereto in the Tax Certificate.
"Record Date" means, with respect to the interest payable on any Interest Payment Date,
(a) the Business Day immediately prior to such Interest Payment Date, in the case of Certificates
in the Daily Rate Mode or the Weekly Rate Mode, and (b) the fifteenth day of the calendar
month immediately preceding such Interest Payment Date, whether or not such day is a Business
Day, in the case of Certificates in the Extended Rate Mode or the Fixed Rate Mode.
"Remarketing Agent" means the remarketing agent for the Certificates appointed
pursuant to Section 10.06 hereof.
"Remarketing Agreement" means the Remarketing Agreement, dated as of the date
hereof, by and between the District and the initial Remarketing Agent, as originally executed and
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as it may from time to time be amended in accordance with the provisions thereof, or any similar
agreement with a successor Remarketing Agent.
"Reserve Facility" means any line of credit, letter of credit, insurance policy, surety
bond or other credit source and deposited with the Trustee pursuant to Section 7.05 hereof.
"Reserve Fund" means the fund by that name established in accordance with
Section 7.05 hereof.
"Reserve Requirement" means an amount equal to the least of (i) the maximum amount
of remaining Installment Payments, and the interest thereon, coming due in any one year, (ii)
"10% of the proceeds of the issue", with respect to the Certificates in the Fixed Rate Mode,
within the meaning of Section 148 of the Code, and (iii) 125% of the average amount of
remaining Installment Payments, and the interest thereon, coming due in each year.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., a corporation organized and existing under the laws of the State of New York,
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.
"Standby Agreement" means the Standby Agreement, dated as of the date hereof, by
and between the District and the Bank, as originally executed and as it may from time to time be
amended in accordance with the provisions thereof, or any similar agreement with the provider of
a Substitute Liquidity Facility.
"Substitute Liquidity Facility" means any standby purchase facility substituted for the
initial Liquidity Facility in accordance with the provisions hereof.
"Tax Certificate" means the Tax Certificate executed by the District at the time of
execution and delivery of the Certificates 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.
"Trust Agreement" means this Trust Agreement, 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 the provisions hereof.
"Trustee" means State Street Bank and Trust Company of California, N.A., a national
banking association duly organized and existing under and by virtue of 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.
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"Variable Rate" means, as the context requires, the Daily Rate, the Weekly Rate or the
Extended Rate.
"Variable Rate Mode" means, as the context requires, the Daily Rate Mode, the Weekly
Rate Mode or the Extended Rate Mode.
"Weekly Rate" means the interest rate or rates determined for a Weekly Rate Period
pursuant to subsection ( c) of Section 3. 01 hereof.
"Weekly Rate Mode" means the Mode in which the Certificates evidence interest at a
Weekly Rate.
"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 Representative of the Corporation, and (b) with respect to the District, a written
certificate or written request, respectively, signed in the name of the District by an Authorized
Representative of the District. 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 Certificates 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 Installment Payments, and
the interest thereon, evidenced by the Certificates which may be executed and delivered
hereunder, subject to each of the agreements, conditions, covenants and terms 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 Certificates over any other Certificates 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.
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ARTICLE II
TERMS AND CONDITIONS OF CERTIFICATES
Section 2.01. Preparation and Delivery of Certificates. The Trustee is hereby
authorized and directed to prepare the Certificates and, upon the Written Request of the District,
shall execute the Certificates in the aggregate principal amount of $ --------·
evidencing the aggregate principal amount of the Installment Payments and each evidencing a
direct, fractional undivided interest in the Installment Payments, and the interest thereon. The
Installment Payments evidenced by each Certificate shall constitute the principal evidenced
thereby and the interest on such Installment Payments shall constitute the interest evidenced
thereby. The Certificates shall be numbered, with or without prefixes, as directed by the Trustee.
The Trustee is hereby authorized to deliver the Certificates to the Purchaser pursuant to the
Certificate Purchase Agreement upon receipt of a Written Request of the District and upon
receipt of the proceeds of sale thereof.
Section 2.02. Denomination, Medium and Dating of Certificates. The Certificates
shall be designated "Orange County Sanitation District Refunding Certificates of Participation
(2000 Refunding Project)" shall be prepared in the form of fully registered Certificates, without
coupons, in Authorized Denominations and shall be payable in lawful money of the United
States of America.
The Certificates shall be dated as of the Delivery Date. Each Certificate which is not a
Bank Certificate shall evidence interest from the Interest Payment Date next preceding its date of
execution to which interest has been paid in full, unless such date of execution shall be after a
Record Date and prior to or on the following Interest Payment Date, in which case such
Certificate shall evidence interest from such Interest Payment Date, or unless such date of
execution shall be on or prior to 2000, in which case such Certificate shall
evidence interest from the Delivery Date. Notwithstanding, the foregoing, if, as shown by the
records of the Trustee, interest evidenced by the Certificates shall be in default, each Certificate
shall evidence interest from the last Interest Payment Date to which such interest has been paid in
full or duly provided for. Bank Certificates shall evidence interest from the date on which they
become Bank Certificates until such time as they are no longer Bank Certificates.
Section 2.03. Payment Dates of Certificat~s; Interest Computation. The principal
evidenced by the Certificates shall become due and payable, subject to prior prepayment, on
August 1, 2018. The Certificates shall evidence interest at the rates determined as set forth
herein, payable on the Interest Payment Dates.
Except as otherwise provided in the Letter of Representations, payments of interest
evidenced by the Certificates shall be made to the Owners thereof (as determined at the close of
business on the Record Date next preceding the related Interest Payment Date) 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
furnished in writing to the Trustee by such Owner, except that in the case of an Owner of
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Certificates evidencing $1,000,000 or more in aggregate principal amount, upon the written
request of such Owner to the Trustee (which request shall remain in effect until revoked or
revised by such Owner by an instrument in writing delivered to the Trustee), received at least ten
days prior to a Record Date, specifying the account or accounts to which such payment shall be
made, payment of interest evidenced by such Certificates shall be made by wire transfer of
immediately available funds on the following Interest Payment Date. Payment of principal and
prepayment premium, if any, evidenced by the Certificates, on their stated Principal Payment
Dates or upon prepayment in whole or in part prior thereto, shall be made only upon presentation
and surrender of the Certificates at the Principal Office of the Trustee.
The interest evidenced by the Certificates shall be payable on each Interest Payment Date
to and including their respective Principal Payment Dates or prepayment prior thereto, and shall
represent the sum of the interest on the Installment Payments coming due on the Interest
Payment Dates in each year. The principal evidenced by the Certificates shall be payable on
their respective Principal Payment Dates and Mandatory Sinking Account Payment Dates in each
year and shall represent the sum of the Installment Payments coming due on the Principal
Payment Dates and Mandatory Sinking Account Payment Dates in each year.
While the Certificates evidence interest at the Daily Rate or the Weekly Rate, interest
evidenced by the Certificates shall be computed on the basis of the actual days elapsed and a
365-or 366-day year, as applicable. While the Certificates evidence interest at the Extended
Rate or the Fixed Rate, interest evidenced by the Certificates shall be computed on the basis of a
360-day year consisting of twelve 30-day months.
Section 2.04. Form of Certificates. The Certificates and the assignment to appear
thereon shall be in substantially the forms, respectively, of Exhibit A hereto, with necessary or
appropriate insertions, omissions and variations as permitted or required hereby.
Section 2.05. Execution of Certificates and Replacement Certificates. The
Certificates shall be executed by the Trustee by the manual signature of an authorized signatory
of the Trustee. The Trustee shall deliver replacement Certificates in the manner and as
contemplated by this Article. Such replacement Certificates shall be executed as herein provided
and shall be in Authorized Denominations.
Section 2.06. Transfer and Payment of Certificates; Exchange of Certificates. Each
Certificate is transferable by the Owner thereof, in person or by his attorney duly authorized in
writing, at the Principal Office of the Trustee on the registration books maintained by the Trustee
pursuant to Section 2.07 hereof, upon surrender of such Certificate for cancellation accompanied
by delivery of a duly executed written instrument of transfer in a form approved by the Trustee.
The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for
all purposes, whether or not the principal or interest evidenced by such Certificate 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 Certificate shall be made only to such
Owner, which payments shall be valid and effectual to satisfy and discharge the liability
evidenced by such Certificate to the extent of the sum or sums so paid.
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Whenever any Certificate shall be surrendered for transfer, the Trustee shall execute and
deliver a new Certificate or Certificates evidencing prinCipal in the same aggregate amount and
having the same stated Principal Payment Date. 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 Certificate may be exchanged at the Principal Office of the Trustee for Certificates
evidencing principal in a like aggregate principal amount having the same stated Principal
Payment Date 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.
The Trustee shall not be required to transfer or exchange any Certificate during the period
commencing on the date five days before the date of selection of Certificates for prepayment and
ending on the date of mailing notice of such prepayment, nor shall the Trustee be required to
transfer or exchange any Certificate or portion thereof selected for prepayment from and after the
date of mailing the notice of prepayment thereof.
Section 2.07. Certificate Registration Books. The Trustee shall keep at its Principal
Office sufficient books for the registration and transfer of the Certificates, which books shall be
available for inspection and copying by the Corporation, the Trustee, the District and the Bank
(or its designated agent) 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 Certificates on such books as hereinabove provided. The
Trustee shall, upon written request, make copies of such books available to any Owner or his
agent duly authorized in writing.
Section 2.08. Temporary Certificates. The Certificates may be initially delivered in
temporary form exchangeable for definitive Certificates when ready for delivery, which
temporary Certificates shall be printed, lithographed or typewritten, shall be of such
denominations as may be determined by the Trustee, shall be in fully registered form and shall
contain such reference to any of the provisions hereof as may be appropriate. Every temporary
Certificate shall be executed and delivered by the Trustee upon the same conditions and terms
and in substantially the same manner as definitive Certificates. If the Trustee executes and
delivers temporary Certificates, it will prepare and execute definitive Certificates without delay,
and thereupon the temporary Certificates may be surrendered at the Principal Office of the
Trustee in exchange for such definitive Certificates, and until so exchanged such temporary
Certificates shall be entitled to the same benefits hereunder as definitive Certificates executed
and delivered hereunder.
Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate
shall become mutilated, the Trustee, at the expense of the Owner thereof, shall execute and
deliver a new Certificate evidencing a like principal amount and having the same stated Principal
Payment Date and number in exchange and substitution for the Certificate so mutilated, but only
upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so
DOCSLAI :336504.4
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surrendered to the Trustee shall be canceled by it. If any Certificate 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 Certificate
evidencing a like principal amount and having the same stated Principal Payment Date,
numbered as the Trustee shall determine, in lieu of and in substitution for the Certificate so lost,
destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of
preparing each new Certificate executed and delivered by it under this Section and of the
expenses which may be incurred by it under this Section. Any Certificate executed and delivered
under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or
stolen shall be equally and proportionately entitled to the benefits hereof with all other
Certificates executed and delivered hereunder, and the Trustee shall not be required to treat both
the original Certificate and any replacement Certificate as being Outstanding for the purpose of
determining the amount of Certificates which may be executed and delivered hereunder or for the
purpose of determining any percentage of Certificates Outstanding hereunder, but both the
original and replacement Certificate shall be treated as one and the same. Notwithstanding any
other provision of this Section, in lieu of executing and delivering a new Certificate for a
Certificate which has been lost, destroyed or stolen and which evidences principal that is then
payable, the Trustee may make payment of such Certificate to the Owner thereof if so instructed
by the District.
Section 2.10. Cooperation by the District. The District shall cooperate with the
Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby
the Certificates shall be made available for exchange, registration and transfer at the Principal
Office of the Trustee.
Section 2.11. Book-Entry System. (a) Prior to the execution and delivery of the
Certificates, the District may provide that such Certificates shall be initially executed and
delivered as Book-Entry Certificates, and in such event, the Certificates for each stated Principal
Payment Date shall be in the form of a separate single fully registered Certificate (which may be
typewritten). Upon initial execution and delivery, the ownership of each such Certificate 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
Certificate registered in the name of the Nominee shall be made on the applicable Interest
Payment Date by wire transfer of New York clearing house or equivalent next day funds or by
wire 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 Certificates, 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 Certificates. 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 Certificates,
DOCSLAI :336504.4
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(ii) 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
Certificates, including any notice of prepayment, (iii) the selection by the Depository and its
Participants of the beneficial interests in Book-Entry Certificates to be prepaid in the event
Certificates 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, premium, if any, or interest evidenced by Book-Entry Certificates, 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 Certificate is registered in the registration books maintained by the
Trustee as the absolute Owner of such Book-Entry Certificate for the purpose of payment of
principal, prepayment premium, if any, and interest evidenced by such Certificate, for the
purpose of selecting any Certificates, or portions thereof, to be prepaid, for the purpose of giving
notices of prepayment and other matters with respect to such Certificate, for the purpose of
registering transfers with respect to such Certificate, 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) In the event of a prepayment of all or a portion of a Certificate, the Depository, in
its discretion, (i) may request the Trustee to execute and deliver a new Certificate, or (ii) if DTC
is the sole Owner of such Certificate, shall make an appropriate notation on the Certificate
indicating the date and amounts of the reduction in principal evidenced thereby resulting from
such prepayment, except in the case of final payment, in which case such Certificate must be
presented to the Tr?stee prior to payment.
(e) The Trustee shall pay all principal, premium, if any, and interest evidenced by the
Certificates only to or "upon the order of' (as that term is used in the Uniform Commercial Code
as adopted in the State) 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, premium, if any, and interest evidenced by the Certificates 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 Certificate evidencing principal, premium, if any, and interest
evidenced by the Certificates. 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
Dates, the word Nominee in this Trust Agreement shall refer to such nominee of the Depository.
(f) In order to qualify the Book-Entry Certificates 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 Certificates other than the Owners, as shown on the registration
books maintained by the Trustee. Such Letter of Representations may provide the time, form,
DOCSLA1:336504.4
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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 Certificates for the Depository's book-entry
program.
(g) In the event the District determines that it is in the best interests of the Beneficial
Owners that they be able to obtain certificated Certificates and that such Certificates 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 Certificates. In such event, the Trustee shall transfer and exchange certificated
Certificates as requested by the Depository and any other Owners in appropriate amounts. In the
event (i) the Depository determines not to continue to act as securities depository for Book-Entry
Certificates, 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
Certificate for each stated Principal Payment Date of such Book-Entry Certificates, 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
Certificates 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 Certificates 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
Certificates to any Participant having Book-Entry Certificates credited to its account with the
Depository, and (ii) to arrange for another securities depository to maintain custody of
certificates evidencing the Book-Entry Certificates.
(h) Notwithstanding any other provision of this Trust Agreement to the contrary, if
DTC is the sole Owner of the Certificates, so long as any Book-Entry Certificate is registered in
the name of the Nominee, all payments of principal, premium, if any, and interest evidenced by
such Certificate and all notices with respect to such Certificate shall be made and given,
respectively, as provided in the Letter of Representations or as otherwise instructed by the
Depository. ·
(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 Certificates.
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G) Notwithstanding the foregoing, in the event any Certificate is tendered but not
remarketed, with the result that such Certificate becomes a Bank Certificate, the Trustee and the
District shall, if requested by the Bank, take all such actions as shall be necessary to remove the
Certificates from the book-entry system of DTC and to register such tendered but not remarketed
Certificate in the name of the Bank. Bank Certificates not in the book-entry system of DTC shall
be held by the Bank, or at the option of the Bank, by the Trustee on behalf, and for the benefit, of
the Bank. At such time as all Bank Certificates have been remarketed such that no Bank
Certificates remain outstanding and the Liquidity Facility has been reinstated in full, the Trustee
and the District shall take all such actions as shall be necessary to return the Certificates to the
full book-entry system ofDTC.
DOCSLAI :336504.4
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ARTICLE III
INTEREST RATES
Section 3.01. Variable Rates. (a) Determination by Remarketing Agent. The
Certificates shall be in the [Daily] [Weekly] Rate Mode until converted to another Mode as
provided herein or until becoming Bank Certificates (at which time they shall evidence interest at
the Bank Certificate Rate until such time as they are no longer Bank Certificates). Subject to the
further provisions of this Article with respect to particular Variable Rates or conversions between
Modes, and subject to the provisions of the Certificates, the Variable Rates to be applicable while
the Certificates are in any Variable Rate Mode shall be determined by the Remarketing Agent as
provided in this Section.
(b) Daily Rates. Daily Rate Periods shall be for one day. The Remarketing Agent
shall determine the Daily Rate for each Daily Rate Period that is a Business Day not later than
9:45 a.m. on such Business Day. The Daily Rate for any Daily Rate Period that is not a Business
Day shall be the Daily Rate established for the immediately preceding Business Day. The Daily
Rate so to be determined shall be the lowest rate of interest which, in the judgment of the
Remarketing Agent, would cause the Certificates to produce as nearly as practicable a bid equal
to the principal evidenced thereby, plus accrued interest evidenced thereby, under prevailing
market conditions as of the date of determination of such Daily Rate. Notwithstanding the
foregoing, in no event shall any Daily Rate exceed the Maximum Rate.
Notice of Daily Rates shall be given by the Remarketing Agent to the Trustee by
telephone (followed by notice in writing by an authorized officer of the Remarketing Agent) not
later than [5:00 p.m. on the date of determination] [weekly?]. The Trustee shall inform the
Owners of the Certificates and the Bank of each Daily Rate upon request.
All determinations of Daily Rates pursuant to this subsection shall be conclusive and
binding upon the District, the Trustee, the Bank and the Owners of the Certificates. The District,
the Trustee, the Bank and the Remarketing Agent shall not be liable to the Owner of any
Certificate for failure to give any notice required above or for failure of the Owner of any
Certificate to receive any such notice.
(c) Weekly Rates. Weekly Rate Periods shall be from Wednesday of each week to but
excluding Wednesday of the following week, except that (i) in the case of a conversion of the
Certificates to a Weekly Rate Mode from an Extended Rate Mode, the initial Weekly Rate Period
upon such conversion shall be from the Conversion Date to but excluding Wednesday of the
following week, (ii) in the case of a conversion of the Certificates from a Weekly Rate Mode to
an Extended Rate Mode, the last Weekly Rate Period shall end on the Conversion Date, and (iii)
in case the Weekly Rate Mode is in effect as of the stated Principal Payment Date for the
Certificates, the last Weekly Rate Period shall end on such stated Principal Payment Date.
The Remarketing Agent shall determine the Weekly Rate for each Weekly Rate Period
not later than 4:00 p.m. on the last Business Day which is immediately prior to the
commencement date of the Weekly Rate Period to which such Weekly Rate relates. The Weekly
DOCSLAI :336504.4
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Rate so to be determined shall be the lowest rate of interest which, in the judgment of the
Remarketing Agent, would cause the Certificates to produce as nearly as practicable a bid equal
to the principal evidenced thereby, plus accrued interest evidenced thereby, under prevailing
market conditions as of the date of determination of such Weekly Rate. Notwithstanding the
foregoing, in no event shall any Weekly Rate exceed the Maximum Rate.
Notice of Weekly Rates shall be given by the Remarketing Agent to the Trustee by
telephone (followed by notice in writing by an authorized officer of the Remarketing Agent) not
later than 5:00 p.m. on the date of determination. The Trustee shall inform the Owners of the
Certificates and the Bank of each Weekly Rate upon request.
All determinations of Weekly Rates pursuant to this subsection shall be conclusive and
binding upon the District, the Trustee, the Bank and the Owners of the Certificates. The District,
the Trustee, the Bank and the Remarketing Agent shall not be liable to the Owner of any
Certificate for failure to give any notice required above or for failure of the Owner of any
Certificate to receive any such notice.
(d) Extended Rates. Extended Rate Periods shall commence initially on the
applicable Conversion Date and, subsequently, on the August 1 next following the last day of the
prior Extended Rate Period, shall extend for a period of at least one year, as set by the
Remarketing Agent, and shall end on a day which is the last day preceding a August 1.
The Remarketing Agent, in consultation with the District, shall determine the duration of
each Extended Rate Period by not later than 4:00 p.m. on the last Business Day that is at least six
days prior to the commencement date of such Extended Rate Period. The Remarketing Agent
shall determine the Extended Rate for each Extended Rate Period by not later than 3:30 p.m. on
the last Business Day that is at least five days prior to the commencement date of the Extended
Rate Period to which such Extended Rate relates. The Extended Rate so to be determined shall
be the lowest rate of interest which, in the judgment of the Remarketing Agent, would cause the
Certificates to produce as nearly as practicable a bid equal to the principal evidenced thereby,
plus accrued interest evidenced thereby, under prevailing market conditions as of the date of
determination of such Extended Rate. Notwithstanding the foregoing, in no event shall any
Extended Rate exceed the Maximum Rate.
Not later than 4:00 p.m. on the date of determination of each Extended Rate, the
Remarketing Agent shall notify the Trustee by telephone (promptly confirmed in writing) of the
Extended Rate so determined and of the duration of the Extended Rate Period to which such
Extended Rate relates. The Trustee shall notify the District and the Bank by telephone (promptly
confirmed in writing), telegram, telecopy, telex or other similar means of communication of the
Extended Rate so determined and of the duration of the Extended Rate Period to which such
Extended Rate relates. The Trustee shall inform the Owners of the Certificates of each Extended
Rate Period and the Extended Rate relating thereto upon request.
All determinations of Extended Rate Periods and Extended Rates pursuant to this
subsection shall be conclusive and binding upon the District, the Trustee, the Bank and the
Owners of the Certificates.
DOCSLAI :336504.4
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(e) Limitation on Rate Periods. No Variable Rate Period may extend beyond the
expiration date of the Liquidity Facility. No Variable Rate Period may extend beyond the stated
Principal Payment Date of the Certificates.
Section 3.02. Optional Conversion Between Variable Rate Modes. (a) At the option
of the District and upon delivery of an Opinion of Counsel to the effect that such conversion will
not, in and of itself, adversely affect the exclusion from gross income of interest evidenced by the
Certificates for federal income tax purposes, all of the Certificates may be converted from the
then current Variable Rate Mode to another Variable Rate Mode as provided in this Section.
(b) In the case of conversion from the Daily Rate Mode to another Variable Rate
Mode, the Conversion Date shall be an Interest Payment Date for the Daily Rate Mode. In the
case of conversion from the Weekly Rate Mode to another Variable Rate Mode, the Conversion
Date shall be an Interest Payment Date for the Weekly Rate Mode. In the case of a conversion
from the Extended Rate Mode to another Variable Rate Mode, the Conversion Date shall be the
day following the last day of the Extended Rate Period.
( c) At the direction of the District, the Remarketing Agent shall give written notice of
any conversion pursuant to this Section to the Trustee and the Bank not less than five Business
Days prior to the date on which the Trustee is required to notify the Owners of the conversion
pursuant to subsection ( d) of this Section. Such notice shall specify (i) the proposed Conversion
Date, (ii) the Mode to which the conversion will be made, and (iii) in the case of conversion to
the Extended Rate Mode, the initial Extended Rate Period.
( d) Not less than 10 days prior to any such Conversion Date, the Trustee shall mail a
written notice of the conversion to all of the Owners of Certificates. A copy of such notice shall
be sent to the District and the Bank. Such notice shall set forth (i) the information contained in
the notice from the Remarketing Agent pursuant to subsection (c) of this Section, (ii) the Interest
Payment Dates for the new Mode, (iii) in the case of conversion to the Extended Rate Mode, the
initial Extended Rate Period, (iv) the-dates on which the Remarketing Agent will determine and
the Trustee will notify the Owners of the Variable Rate for the Variable Rate Period commencing
on the Conversion Date, (v) that the Certificates are subject to mandatory tender for purchase
(without the right to retain) on the Conversion Date at a Purchase Price equal to the principal
evidenced thereby plus accrued interest evidenced thereby, and (vi) that the Certificates shall be
deemed purchased on the Conversion Date, and thereafter the Owner shall have no further rights
hereunder except to receive.such Purchase Price.
( e) The Variable Rate for the Variable Rate Period commencing on the Conversion
Date shall be determined by the Remarketing Agent in the manner and on the date provided in
Section 3. 01 hereof. In addition to determining the Extended Rate, the Remarketing Agent shall
determine a Weekly Rate at the time specified in subsection (c) of Section 3.01 hereof, and give
notice thereof to the Trustee and the Bank, which Weekly Rate shall take effect, if required,
pursuant to subsection (f) of this Section.
(f) Notwithstanding the delivery of notice of the conversion pursuant to subsection
( c) of this Section, conversion to a new Variable Rate Mode shall not take effect if:
DOCSLAI :336504.4
41758-?GHI 20
(i) the Remarketing Agent fails to determine a Variable Rate for the new
Variable Rate Mode;
(ii) any notice required by this Section is not given when required;
(iii) there is not delivered to the District and the Trustee an Opinion of
Counsel, dated as of the Conversion Date, to the effect that such conversion will not, in
and of itself, adversely affect the exclusion from gross income of interest evidenced by
the Certificates for federal income tax purposes;
(iv) such notice of conversion is rescinded by the District by written notice of
such rescission to the Trustee, the Bank and the Remarketing Agent, which written notice
is delivered prior to the applicable Conversion Date. If the Trustee receives notice of
such rescission prior to the time the Trustee has given notice to the Owners of the
Certificates, then such notice of conversion shall be of no force and effect. If the Trustee
receives notice of such rescission after the Trustee has given notice to the Owners of the
Certificates, then the Certificates shall automatically convert to the Weekly Rate Mode.
Any purchases of Certificates scheduled or required to take place on the proposed
effective date of any Mode (being also the effective date of the automatic conversion to
the Weekly Rate Mode as in this Section provided) shall take place on such date. No
Opinion of Counsel shall be required in connection with any automatic conversion to the
Weekly Rate Mode as in this Section provided; or
(v) in the case of conversion to an Extended Rate Mode, the Trustee has not
received a written notice from each rating agency then maintaining a rating of the
Certificates that the conversion to such Extended Rate Mode will not have an adverse
effect on such rating agency's rating of the Certificates.
Except as specifically provided in paragraph (iv) above, in any such event, the
Certificates shall automatically be converted to the Weekly Rate Mode on the date such
conversion was to be made, provided that any mandatory or optional tender for purchase on the
Conversion Date shall nevertheless be carried out. No cancellation of a conversion pursuant to
this subsection shall constitute an event of default hereunder. Upon the occurrence of an event
described in paragraph (i) above, the Weekly Rate for such Certificates shall be the per annum
rate of interest determined on each Tuesday (or if such day is not a Business Day, the
immediately preceding Business Day) by the Trustee which is 80% of the current bond
equivalent yield for 91 day United States Treasury Bills sold at the last United States Treasury
auction occurring prior to such day, which yield shall be calculated in accordance with standard
practices in the banking industry on the basis of the discount rates at which such bills were sold,
but such rate shall not exceed the Maximum Rate.
Section 3.03. Conversion to the Fixed Rate Mode. (a) All of the Certificates may be
converted from the then current Variable Rate Mode to the Fixed Rate Mode at the option of the
District as provided in this Section. The Conversion Date for any conversion of Certificates to
the Fixed Rate Mode shall be, if the conversion is from the Daily Rate Mode or the Weekly Rate
DOCSLAI :336504.4
41758-7 GHI 21
Mode, the first Business Day of a calendar month, and, if the conversion is from the Extended
Rate Mode, the day following the last day of an Extended Rate Period.
Not less than 20 days (or such shorter period approved by the parties to receive the same)
prior to the Conversion Date, the District shall give written notice to the Trustee, the
Remarketing Agent and the Bank, setting forth (i) the election to convert the Certificates to the
Fixed Rate Mode, and (ii) the proposed Conversion Date. As a condition of any such
conversion, the Trustee, the Bank and the Remarketing Agent shall receive concurrently with the
notice, a letter from counsel that it expects to be able to deliver on the Conversion Date an
Opinion of Counsel to the effect that such conversion will not, in and of itself, adversely affect
the exclusion from gross income of interest evidenced by the Certificates for federal income tax
purposes.
(b) The Trustee shall mail a notice of the proposed conversion to all of the Owners of
the Certificates. A copy of such notice shall be sent to the District and the Bank. Such notice
shall be mailed not less than 10 days prior to the proposed Conversion Date. Such notice shall
set forth the proposed Conversion Date and state (i) that the Certificates are subject to mandatory
tender for purchase (without the right to retain) on the Conversion Date at a Purchase Price equal
to the principal evidenced thereby plus accrued interest evidenced thereby, and (ii) that the
Certificates shall be deemed purchased on the Conversion Date, and thereafter the Owner shall
have no further rights hereunder except to receive such Purchase Price.
( c) The Remarketing Agent shall determine the Fixed Rate for the Certificates by not
later than 3 :30 p.m. on the last Business Day that is at least five days prior to the Conversion
Date. The Fixed Rate for Certificates shall be the lowest rate (not in excess of the Maximum
Rate) which, in the judgment of the Remarketing Agent as of the date of determination and under
prevailing market conditions, would cause the Certificates to produce as nearly as practicable a
bid equal to the principal evidenced thereby, plus accrued interest evidenced thereby. Not later
than 4:00 p.m. on the date of determination of the Fixed Rate, the Remarketing Agent shall
notify the Trustee by telephone (promptly confirmed in writing) of the Fixed Rate so determined.
Such determinations shall be conclusive and binding upon the District, the Trustee, the Bank and
the Owners of the Certificates. The Trustee shall notify the District and the Bank by telephone
(promptly confirmed in writing), telegram, telecopy, telex or other similar means of
communication of the Fixed Rate so determined.
The Remarketing Agent shall offer for sale at par and use its best efforts to find
purchasers for the Certificates required to be tendered pursuant to subsection ( c) of this Section.
The terms of any sale by the Remarketing Agent of such Certificates shall provide for the sale
thereof at par and the payment of the Purchase Price by the Remarketing Agent to the Trustee in
immediately available funds against the delivery of the remarketed Certificates to the Trustee at
or before 11 :30 a.m. on the Purchase Date.
(d) Notwithstanding the delivery of notice of conversion pursuant to subsection (a) of
this Section, conversion to the Fixed Rate Mode shall not take effect if:
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41758-7 GHI 22
(i) the District withdraws such notice of conversion not later than the
Business Day preceding the date on which the Fixed Rate is to be determined;
(ii) the Remarketing Agent fails to determine the Fixed Rate;
(iii) any notice required by this Section is not given when required;
(iv) there is not delivered to the District and the Trustee an Opinion of
Counsel, dated as of the Conversion Date, to the effect that such conversion will not, in
and of itself, adversely affect the exclusion from gross income of interest evidenced by
the Certificates for federal income tax purposes;
(v) upon such conversion, any Certificates in the Fixed Rate Mode would be
Bank Certificates, unless the Bank consents; or
(vi) upon the conversion, the amount on deposit in the Reserve Fund, together
with the amount available under all Reserve Facilities, would not be at least equal to the
Reserve Requirement.
In any of such events, the Certificates shall automatically be converted to a Weekly Rate
Mode which shall commence on the date such conversion was to be made, provided that the
mandatory tender for purchase pursuant to Section 5.04 hereof shall nevertheless be carried out if
notice of the conversion to the Fixed Rate Mode has been given to the Owners of the Certificates.
Withdrawal of a conversion notice shall be given by the District to the Trustee, the Remarketing
Agent and the Bank, by telephone, promptly confirmed in writing. No cancellation of a
conversion to the Fixed Rate Mode pursuant to this subsection shall constitute an event of default
hereunder. If the Certificates are converted to a Weekly Rate Mode, and the Remarketing Agent
fails to determine a Weekly Rate, the Weekly Rate shall be the per annum rate of interest
determined on each Tuesday (or if such day is not a Business Day, the immediately preceding
Business Day) by the Trustee which is 80% of the current bond equivalent yield for 91 day
United State Treasury Bills sold at th.e last United States Treasury auction occurring prior to such
day, which yield shall be calculated in accordance with standard practices in the banking industry
on the basis of the discount rate at which such bills were sold, but shall not exceed the Maximum
Rate.
( e) Once the District has effectively exercised its option to convert the Certificates to
the Fixed Rate Mode pursuant to this Section, the District shall have no further option to convert
the Certificates to any other Mode, and the Certificates shall no longer be subject to tender for
purchase.
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ARTICLE IV
PREPAYMENT OF CERTIFICATES
Section 4.01. Optional Prepayment. (a) Bank Certificates shall be subject to
prepayment prior to their stated Principal Payment Date, on any date, at the option of the District,
as a whole or in part, from and to the extent of prepaid Installment Payments paid pursuant
paragraph (i) of subsection (a) of Section 6.01 of the Installment Purchase Agreement, at a
prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced
thereby, without premium.
(b) While the Daily Rate Mode or the Weekly Rate Mode is in effect, the Certificates
shall be subject to prepayment prior to their stated Principal Payment Date, on any Interest
Payment Date, at the option of the District, as a whole or in part in Authorized Denominations,
from and to the extent of prepaid Installment Payments paid pursuant to paragraph (ii) of
subsection (a) of Section 6.01 of the Installment Purchase Agreement, at a prepayment price
equal to the principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed
for prepayment, without premium.
(c) While the Extended Rate Mode is in effect, the Certificates shall be subject to
prepayment prior to their stated Principal Payment Date, on the day following the last day of
each Extended Rate Period, at the option of the District, as a whole or in part in Authorized
Denominations, from and to the extent of prepaid Installment Payments paid pursuant to
paragraph (iii) of subsection (a) of Section 6.01 of the Installment Purchase Agreement, at a
prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced
thereby to the date fixed for prepayment, without premium.
( d) While the Fixed Rate Mode is in effect, the Certificates shall be subject to
prepayment prior to their stated Principal Payment Date, on any date during the periods indicated
in the following table, at the option of the District, as a whole or in part in Authorized
Denominations, from and to the extent of prepaid Installment Payments paid pursuant to
paragraph (iv) of subsection (a) of Section 6.01 of the Installment Purchase Agreement, at the
following prepayment prices applicable for the periods indicated, plus accrued interest evidenced
thereby to the date fixed for prepayment:
DOCSLA1:336504.4
41758-7 GHl 24
Original Length of
Fixed Rate Period
More than 10 Years
More than 8 years but not
more than 10 years
More than 5 years but not
more than 8 years
5 years or less
Commencement of
Prepayment Period
8th anniversary of
commencement of Fixed
Rate Period
6th anmversary of
commencement of Fixed
Rate Period
4th anniversary of
commencement of Fixed
Rate Period
No prepayment
Prepayment Price as a
Percentage of Principal
102% declining by 1 % on
each succeeding anniversary
of the first day of the
prepayment period until
reaching 100% and thereafter
100%
101 % until the first
anniversary of the first day of
the prepayment period and
100% from said first
anniversary and thereafter
100%
Section 4.02. Mandatory Sinking Account Prepayment. The Certificates are subject
to prepayment prior to their stated Principal Payment Date, in part, from Mandatory Sinking
Account Payments, on each August 1 specified below, at a prepayment price equal to the
principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for
prepayment, without premium. The principal evidenced by such Certificates to be so prepaid and
the dates therefor shall be as follows:
DOCS LAI :336504.4
41758-7 GHI 25
Prepayment
Date
(August 1)
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018*
*Stated Principal Payment Date
Principal Amount
The amount of each such prepayment shall be reduced proportionately, to the extent
possible, in Authorized Denominations, in the event and to the extent of any and all prepayments
of Certificates, other than prepayments made pursuant to the preceding paragraph.
Section 4.03. Selection of Certificates for Prepayment. Whenever less than all the
Outstanding Certificates are to be prepaid on any one date, the Trustee shall select the
Certificates to be prepaid by lot in any manner that the Trustee deems fair and appropriate, which
decision shall be final and binding upon the District, the Corporation and the Owners.
Notwithstanding the foregoing, all Bank Certificates shall be prepaid prior to the prepayment of
any other Certificates. The Trustee shall promptly notify the District in writing of the numbers of
the Certificates so selected for prepayment on such date. For purposes of such selection, any
Certificate may be prepaid in part in Authorized Denominations.
Section 4.04. Notice of Prepayment. When prepayment of Certificates is authorized
pursuant to this Article, the Trustee shall give notice, at the expense of the District, of the
prepayment of the Certificates. The notice of prepayment shall specify the Certificates or
designated portions thereof (in the case of prepayment of the Certificates in part but not in
whole) which are to be prepaid, the date of prepayment, the place or places where the
prepayment will be made, including the name and address of any paying agent, the prepayment
DOCSLAI :336504.4
41758-7 GHI 26
price, the CUSIP numbers assigned to the Certificates to be prepaid, and the numbers of the
Certificates to be prepaid in whole or in part and, in the case of any Certificate to be prepaid in
part only, the principal evidenced by such Certificate to be prepaid. Such notice of prepayment
shall further state that on the specified date there shall become due and payable upon each
Certificate or portion thereof being prepaid the prepayment price and that from and after such
date interest evidenced thereby shall cease to accrue and be payable.
The Trustee shall take the following actions with respect to such notice of prepayment:
At least 30 but not more than 45 days prior to any prepayment date, notice of prepayment
shall be given to the respective Owners of Certificates designated for prepayment by first-class
mail, postage prepaid, at their addresses appearing on the registration books maintained by the
Trustee as of the close of business on the day before such notice of prepayment is given.
At least 30 days before each prepayment date, notice of prepayment shall also be given
by (a) first-class mail, postage prepaid, (b) confirmed facsimile transmission, or ( c) overnight
delivery service, to the following securities depository:
The Depository Trust Company
711 Stewart A venue
Garden City, New York 11530
Facsimile transmission: (516) 227-4039; (516) 227-4190
At least 30 days before each prepayment date, notice of prepayment shall also be given
by (a) first-class mail, postage prepaid, or (b) overnight delivery service, to each of the following
information services:
DOCSLA 1 :336504.4
41758-7 GHl
Bloomberg Municipal Repositories
P.O. Box 840
Princeton, New Jersey 08542-0840
Phone: (609) 279-3225
Fax: (609) 279-5962
E-mail: Munis@Bloomberg.com
DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
E-mail: nrmsir@dpcdata.com
27
Muller Data
Attn: Municipal Disclosure
395 Hudson Street, 3d Floor
New York, New York 10014
Phone: (212) 807-5001 or (800) 689-8466
Fax: (212) 989-2078
E-mail: Disclosure@muller.com
Standard & Poor's J.J. Kenny Repository
55 Water Street, 45th Floor
New York, New York 10041
Telephone: (212) 438-4595
Facsimile: (212) 438-3975
The actual receipt by an Owner or by any of the securities depositories or information
services specified above of any notice of such prepayment shall not be a condition precedent to
prepayment, and neither failure to receive such notice nor any defect therein shall affect the
validity of the proceedings for the prepayment of such Certificates or the cessation of interest
evidenced thereby on the date fixed for prepayment.
A certificate by the Trustee that notice of prepayment has been given to Owners or to any
of the securities depositories or information services specified above as herein provided shall be
conclusive as against all parties, and no Owner whose Certificate is called for prepayment may
object thereto or object to the cessation of interest evidenced thereby on the fixed prepayment
date by any claim or showing that said Owner failed to actually receive such notice of
prepayment.
The Trustee shall give notice of prepayment of any Certificates to be prepaid upon receipt
of a Written Request of the District (which request shall be given to the Trustee at least 45 days
prior to the date fixed for prepayment).
Section 4.05. Partial Prepayment of Certificates. Upon surrender of any Certificate
prepaid in part only, the Trustee shall execute and deliver to the Owner thereof a new Certificate
or Certificates evidencing the unprepaid principal of the Certificate surrendered.
Section 4.06. Effect of Prepayment. If notice of prepayment has been duly given as
aforesaid and moneys for the payment of the prepayment price of the Certificates to be prepaid
are held by the Trustee, then on the prepayment date designated in such notice, the Certificates so
called for prepayment shall become payable at the prepayment price specified in such notice; and
from and after the date so designated, interest evidenced by the Certificates so called for
prepayment shall cease to accrue, such Certificates shall cease to be entitled to any benefit or
security hereunder and the Owners of such Certificates shall have no rights in respect thereof
except to receive payment of the prepayment price thereof, and such moneys shall be pledged to
such prepayment. The Trustee shall, upon surrender for payment of any of the Certificates to be
prepaid, pay such Certificates at the prepayment price thereof.
DOCSLAI :336504.4
41758-7 GH! 28
All Certificates prepaid pursuant to the provisions of this Article shall be canceled by the
Trustee and shall not be redelivered.
DOCSLAI :336504.4
41758-7 GHI 29
ARTICLE V
TENDER AND PURCHASE OF CERTIFICATES
Section 5.01. Optional Tenders While Daily Rate Mode in Effect (a) Purchase
Dates. While the Daily Rate Mode is in effect, Owners of Certificates (other than Bank
Certificates) may elect to have their Certificates (or portions thereof in Authorized
Denominations) purchased at the Purchase Price on any Business Day upon delivery of a written
notice of tender meeting the requirements of subsection (b) of this Section to the Trustee and the
Remarketing Agent not later than 9:45 a.m. on such Business Day.
(b) Notice of Tender. Each notice of tender:
(i) shall be delivered to the Trustee at its Principal Office and the
Remarketing Agent at its principal office and be in form satisfactory to the Trustee;
(ii) shall state (A) the principal evidenced by the Certificate or portion of the
Certificate to be purchased and the CUSIP number thereof, (B) that the Owner
irrevocably demands purchase of such Certificate or portion thereof, (C) that such
Certificate or portion thereof is to be purchased on such Business Day, (D) payment
instructions, and (E) if such tender is through a Participant, the DTC participant number
for such Participant and the name, telephone number and telecopy number of a contact
person at such Participant; and
(iii) shall automatically constitute (A) an irrevocable offer to sell the
Certificate or portion thereof to which the notice relates on the Purchase Date to any
purchaser selected by the Remarketing Agent, at the Purchase Price, (B) an irrevocable
authorization and instruction to the Trustee to effect transfer of such Certificate or portion
thereof upon payment of such Purchase Price to the Trustee on the Purchase Date, (C) an
irrevocable authorization and. instruction to the Trustee to effect the exchange of the
Certificate to be purchased in whole or in part for other Certificates evidencing principal
in an equal aggregate amount so as to facilitate the sale of such Certificate or portion
thereof, and (D) an acknowledgment that such Owner will have no further rights with
respect to such Certificate or portion thereof upon payment of the Purchase Price by the
Trustee on the Purchase Date, except for the right of such Owner to receive such
Purchase Price upon surrender of such Certificate to the Trustee.
The determination of the Trustee as to whether a notice of tender has been properly
delivered pursuant to the foregoing provisions shall be conclusive and binding upon the Owner.
( c) Certificates to be Remarketed. Not later than 10:00 a.m. on the date of receipt of
any such notice of tender, the Trustee [Remarketing Agent?] shall notify the Bank of the
principal evidenced by Certificates or portions thereof to be tendered and remarketed and that
such Certificates or portions thereof are to be tendered and remarketed on such date. Such notice
shall be given by telephone, telegram, telecopy, telex or other similar communication and shall
be promptly confirmed in writing.
DOCSLAl :336504.4
41758-7 GHI 30
( d) Re marketing of Tendered Certificates. The Remarketing Agent shall offer for sale
and use its best efforts to find purchasers for all Certificates or portions thereof properly
tendered. The terms of any sale by the Remarketing Agent of tendered Certificates shall provide
for the purchase of the remarketed Certificates at the Purchase Price and the payment of such
Purchase Price to the Trustee by the Remarketing Agent in immediately available funds against
delivery of the remarketed Certificates to the Trustee at or before 11 :30 a.m. on the Purchase
Date. Notwithstanding the foregoing, the Remarketing Agent shall not offer for sale any
Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the
Daily Rate Mode to another Mode has been given to the Owner of such Certificate pursuant to
the provisions of this Trust Agreement, or (ii) any defeasance of such Certificate in accordance
with the provisions of this Trust Agreement has occurred, unless the Remarketing Agent has
advised the person in writing to whom the offer is made of such occurrence and the effect of the
same on the rights of the Owner of such Certificate, including, but not limited to, the rights of
such Owner to tender such Certificate, as described in the conversion notice from the Trustee to
the Owner of such Certificate.
Section 5.02. Optional Tenders While Weekly Rate Mode in Effect (a) Purchase
Dates. While the Weekly Rate Mode is in effect, Owners of Certificates (other than Bank
Certificates) may elect to have their Certificates (or portions thereof in Authorized
Denominations) purchased at the Purchase Price on any Business Day upon delivery of a written
notice of tender meeting the requirements of subsection (b) of this Section to the Trustee and the
Remarketing Agent not later than 5:00 p.m. on a Business Day not less than seven days prior to
the Purchase Date.
(b) Notice of Tender. Each notice of tender:
(i) shall be delivered to the Trustee at its Principal Office and the
Remarketing Agent at its principal office and be in form satisfactory to the Trustee;
(ii) shall state (A) the principal evidenced by the Certificate or portion of the
Certificate to be purchased and the CUSIP number thereof, (B) that the Owner
irrevocably demands purchase of such Certificate or portion thereof, (C) the date on
which such Certificate or portion thereof is to be purchased, (D) payment instructions,
and (E) if such tender is through a Participant, the DTC participant number for such
Participant and the name, telephone number and telecopy number of a contact person at
such Participant; and
(iii) shall automatically constitute (A) an irrevocable offer to sell the
Certificate or portion thereof to which the notice relates on the Purchase Date to any
purchaser selected by the Remarketing Agent, at the Purchase Price, (B) an irrevocable
authorization and instruction to the Trustee to effect transfer of such Certificate or portion
thereof upon payment of such Purchase Price to the Trustee on the Purchase Date, (C) an
irrevocable authorization and instruction to the Trustee to effect the exchange of the
Certificate to be purchased in whole or in part for other Certificates evidencing principal
in an equal aggregate amount so as to facilitate the sale of such Certificate or portion
DOCSLAI :336504.4
41758-7 GHI 31
thereof, and (D) an acknowledgment that such Owner will have no further rights with
respect to such Certificate or portion thereof upon payment of the Purchase Price by the
Trustee on the Purchase Date, except for the right of such Owner to receive such
Purchase Price upon surrender of such Certificate to the Trustee.
The determination of the Trustee as to whether a notice of tender has been properly
delivered pursuant to the foregoing provisions shall be conclusive and binding upon the Owner.
(c) Certificates to be Remarketed. Not later than 4:30 p.m. on the Business Day
immediately following the date of receipt of any notice of tender, the Trustee [Remarketing
Agent?] shall notify the Bank of the principal evidenced by Certificates or portions thereof to be
tendered and remarketed and the date on which such Certificates or portions thereof are to be
tendered and remarketed. Such notice shall be given by telephone, telegram, telecopy, telex or
other similar communication and shall be promptly confirmed in writing.
(d) Remarketing a/Tendered Certificates. The Remarketing Agent shall offer for sale
and use its best efforts to find purchasers for all Certificates or portions thereof properly
tendered. The terms of any sale by the Remarketing Agent of tendered Certificates shall provide
for the purchase of the remarketed Certificates at the Purchase Price and the payment of such
Purchase Price to the Trustee by the Remarketing Agent in immediately available funds against
delivery of the remarketed Certificates to the Trustee at or before 11 :30 a.m. on the Purchase
Date. Notwithstanding the foregoing, the Remarketing Agent shall not offer for sale any
Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the
Weekly Rate Mode to another Mode has been given to the Owner of such Certificate pursuant to
the provisions of this Trust Agreement, or (ii) any defeasance of such Certificate in accordance
with the provisions of this Trust Agreement has occurred, unless the Remarketing Agent has
advised the person in writing to whom the offer is made of such occurrence and the effect of the
same on the rights of the Owner of such Certificate, including, but not limited to, the rights of
such Owner to tender such Certificate, as described in the conversion notice from the Trustee to
the Owner of such Certificate.
Section 5.03. Mandatory Tenders On Conversion Dates. (a) Purchase Dates. The
Certificates shall be subject to mandatory tender for purchase on each Conversion Date, and the
Owners shall not be entitled to retain such Certificates. Notice of conversion to a Variable Rate
Mode shall be given to the Owners in the manner provided in subsection (d) of Section 3.02
hereof. Notice of conversion to the Fixed Rate Mode shall be given to the Owners in the manner
provided in subsection (c) of Section 3.03 hereof. The provisions of Section 5.06 hereof shall be
applicable to the purchase, payment for and registration and delivery of tendered Certificates.
Any Certificate not tendered for purchase on a Conversion Date, as required hereby, shall be
deemed tendered and purchased on such Conversion Date, and thereafter the Owner thereof shall
have no further rights hereunder except to receive such Purchase Price.
(b) Remarketing. On the day on which the notice is mailed pursuant to subsection (a)
of this Section, the Trustee shall notify the Remarketing Agent and the Bank by telephone,
telegram, telecopy, telex or other similar communication of the aggregate principal evidenced by
DOCSLAI :336504.4
41758-7 GHI 32
Certificates to be tendered for purchase on the Conversion Date. The Remarketing Agent shall
offer for sale and use its best efforts to find purchasers for the Certificates to be tendered
pursuant to subsection (a) of this Section. The terms of any sale of such tendered Certificates by
the Remarketing Agent shall provide for the purchase of the remarketed Certificates at the
Purchase Price and the payment of such Purchase Price to the Trustee by the Remarketing Agent
in immediately available funds against delivery of the remarketed Certificates to the Trustee at or
before 11 :30 a.m. on the Conversion Date.
Section 5.04. Mandatory Tenders After Each Extended Rate Period. (a) The
Certificates shall be subject to mandatory tender for purchase on the day following the last day of
each Extended Rate Period, and the Owners shall not be entitled to retain such Certificates. The
Trustee shall, not less than 10 days prior to each such mandatory tender date, mail by first class
mail, postage prepaid, a notice to all of the Owners of the Certificates, which notice shall set
forth mandatory tender date and state (i) that the Certificates are subject to mandatory tender for
purchase (without the right to retain) on such mandatory tender date at a Purchase Price equal to
the principal evidenced thereby plus accrued interest evidenced thereby, (ii) that the Certificates
shall be deemed purchased on such mandatory tender date, and thereafter the Owner shall have
no further rights hereunder except to receive such Purchase Price, and (iii) that on and after the
last Business Day that is at least four days prior to such mandatory tender date, the Trustee, upon
request of an Owner, will inform such Owner of the duration of the Extended Period
commencing on such mandatory tender date and the Extended Rate relating thereto. The
provisions of Section 5.06 hereof shall be applicable to the purchase, payment for and
registration and delivery of the Certificates. Any Certificate not tendered for purchase on such a
mandatory tender date, as required hereby, shall be deemed tendered and purchased on such
mandatory tender date, and thereafter the Owner thereof shall have no further rights hereunder
except to receive such Purchase Price.
(b) Remarketing. On the day on which the notice is mailed pursuant to subsection (a)
of this Section, the Trustee shall notify the Remarketing Agent and the Bank by telephone,
telegram, telecopy, telex or other similar communication of the aggregate principal evidenced by
Certificates to be tendered for purchase on the mandatory tender date. The Remarketing Agent
shall offer for sale and use its best efforts to find purchasers for the Certificates to be tendered
pursuant to subsection (a) of this Section. The terms of any sale of such tendered Certificates by
the Remarketing Agent shall provide for the purchase of the remarketed Certificates at the
Purchase Price and the payment of such Purchase Price to the Trustee by the Remarketing Agent
in immediately available funds against delivery of the remarketed Certificates to the Trustee at or
before 11 :30 a.m. on the mandatory tender date.
Section 5.05. Mandatory Tenders Upon Expiration or Substitution of Liquidity
Facility or Event of Default with Respect Thereto. (a) Purchase Dates. Prior to conversion
of the Certificates to the Fixed Rate Mode, the Certificates shall be subject to mandatory tender
for purchase at the Purchase Price:
(i) on the last Business Day which is at least five days prior to expiration of
the Liquidity Facility;
DOCSLAI :336504.4
41758-7 GHI 33
(ii) on the fifth Business Day following the Trustee's receipt of a Notice of
Mandatory Tender from the Bank; and
(iii) if the Certificates are in the Daily Rate Mode or the Weekly Rate Mode,
on the last Business Day which is at least five days prior to the substitution of a
Substitute Liquidity Facility for the Liquidity Facility pursuant to subsection (b) of
Section 6.02 hereof.
(b) No Election to Retain Certificates. The Owners may not elect to retain their
Certificates in the event of mandatory tender required by the provisions of subsection (a) of this
Section.
(c) Notice to Owners. Notice of mandatory tender of the Certificates, stating the date
on which and time at which the Certificates are required to be tendered for purchase, shall be
given by first class mail, postage prepaid by the Trustee to the Owners of the Certificates not less
than five Business Days prior to the date on which the Certificates are to be purchased pursuant
to paragraph (i) or paragraph (iii) of subsection (a) of this Section, or as soon as practicable after
the Trustee's receipt of a Notice of Mandatory Tender from the Bank, with respect to a purchase
pursuant to paragraph (ii) of said subsection. A copy of such notice shall be sent to the District,
the Remarketing Agent and the Bank. Notice having been so given, such mandatory tender shall
occur on the date provided in such notice whether or not a Substitute Liquidity Facility is
provided after such initial notice has been given.
( d) Remarketing. On the Business Day on which the notice is mailed pursuant to
subsection ( c) of this Section, the Trustee shall notify the Remarketing Agent and the Bank by
telephone, telegram, telecopy, telex or other similar communication of the aggregate principal
evidenced by Certificates to be tendered for purchase on the mandatory tender date.
The Remarketing Agent shall offer for sale and use its best efforts to find purchasers for
the Certificates to be tendered pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this
Section and shall inform prospective purchasers whether the Liquidity Facility will be replaced.
In the case of substitution of the Liquidity Facility, the Remarketing Agent shall inform
prospective purchasers of the identity of the Bank issuing such Substitute Liquidity Facility and
of the ratings to be in effect on the Certificates following such substitution. The terms of any
sale by the Remarketing Agent of tendered Certificates shall provide for the purchase of the
remarketed Certificates at the Purchase Price and the payment of such Purchase Price to the
Trustee by the Remarketing Agent in immediately available funds against the delivery of the
remarketed Certificates to the Trustee at or before 11 :30 a.m. on the Purchase Date.
Notwithstanding the foregoing, the Certificates shall not be offered for sale unless the Liquidity
Facility or a Substitute Liquidity Facility is in place at the time of the remarketing.
Section 5.06. Purchase of Tendered Certificates. (a) Notices. At or before 10:30 a.m.
on each Purchase Date for Certificates in the Daily Rate Mode tendered pursuant to Section 5.01
hereof, the Remarketing Agent shall notify by telephone, telegram, telecopy, telex or other
similar communication to the Trustee and the Bank of the principal evidenced by tendered
Certificates which have been remarketed and of the names, addresses and taxpayer identification
DOCS LAI :336504.4
41758-7 GHI 34
numbers of the purchasers and the denominations of remarketed Certificates to be delivered to
each purchaser. At or before 3 :30 p.m. on the Business Day immediately preceding each
Purchase Date (other than a Purchase Date for Certificates in the Daily Rate Mode tendered
pursuant to Section 5.01 hereof), the Remarketing Agent shall notify by telephone, telegram,
telecopy, telex or other similar communication to the Trustee and the Bank of the principal
evidenced by tendered Certificates which have been remarketed and of the names, addresses and
taxpayer identification numbers of the purchasers and the denominations of remarketed
Certificates to be delivered to each purchaser. On the Purchase Date, the Trustee shall make a
request for purchase in accordance with the terms of the Liquidity Facility at the times and to the
extent necessary to timely pay the Purchase Price with regard to the Certificates for which
remarketing proceeds have not been paid to the Trustee; and the Trustee shall hold the moneys
received pursuant to such draw under the Liquidity Facility in trust in a separate segregated
account for the benefit of the Owners of such tendered Certificates.
(b) Sources of Payment. The Remarketing Agent shall pay to the Trustee, on the
Purchase Date, all amounts representing proceeds of the remarketing of tendered Certificates,
such payments to be made in the manner and at the time specified in subsection ( d) of
Section 5.01 hereof, subsection (d) of Section 5.02 hereof, Section (d) of Section 5.03 hereof,
Section 5.04 hereof and subsection (d) of Section 5.05 hereof, as applicable. All such proceeds
shall be held by the Trustee in trust in a separate segregated account for the benefit of the person
or entity which has delivered such moneys until the Certificates purchased with such moneys
have been delivered to such person or entity. The District and the Corporation shall not have any
right, title, or interest in or to remarketing proceeds held by the Remarketing Agent or the
Trustee or proceeds of a draw on the Liquidity Facility. The Bank has agreed under the Liquidity
Facility to pay, on or before 2:00 p.m. on the Purchase Date (so long as the request for purchase
thereunder is made prior to 11 :30 a.m.), the Purchase Price to the Trustee of such Certificates
that have not been remarketed.
(c) Payments by the Trustee. Before 4:00 p.m. on the Purchase Date and upon receipt
by the Trustee of 100% of the aggregate Purchase Price of the tendered Certificates, the Trustee
shall pay the Purchase Price of such Certificates to the Owners thereof at its Principal Office or
by bank wire transfer. Such payments shall be made in immediately available funds. Payments
of such Purchase Price are to be made from the following sources in the order of priority
indicated:
(i) the proceeds of the sale of the Certificates which have been remarketed by
the Remarketing Agent; and
(ii) moneys paid pursuant to draws on the Liquidity Facility to pay the
Purchase Price of Certificates.
(d) Registration and Delivery of Tendered or Purchased Certificates. On the
Purchase Date, the Trustee shall register and deliver (or hold) all Certificates purchased on any
Purchase Date as follows:
DOCS LAI :336504.4
41758-7 GHI 35
(i) Certificates purchased or remarketed by the Remarketing Agent shall be
registered in accordance with the instructions of the Remarketing Agent and made
available for delivery to the Remarketing Agent against payment of the Purchase Price
for such Certificates by 11 :30 a.m.; and
(ii) Certificates purchased with funds received pursuant to a draw on the
Liquidity Facility shall become Bank Certificates, shall be registered in the name of the
Bank or its nominee and shall be delivered to or held by DTC, or such other entity as may
be specified by the Bank in a written instrument delivered to the Trustee, for the benefit
of the Bank.
( e) Delivery of Certificates; Effect of Failure to Surrender Certificates. All
Certificates to be purchased on any date shall be required to be delivered to the Principal Office
of the Trustee at or before 11 :30 a.m. on the Purchase Date. If the Owner of any Certificate or
portion thereof that is subject to purchase pursuant to this Article V fails to surrender such
Certificate to the Trustee for purchase on the Purchase Date, and if the Trustee is in receipt of the
Purchase Price therefor, such Certificate or portion thereof shall nevertheless be deemed
purchased on the Purchase Date and ownership of such Certificate or portion thereof shall be
transferred to the purchaser thereof as provided in subsection ( d) of this Section. Any Owner
who fails to deliver a Certificate for purchase as required above shall have no further rights with
respect thereto except the right to receive the Purchase Price therefor upon presentation and
surrender of said Certificate to the Trustee.
(f) Investment of Funds. All money held by the Trustee for the payment of the
Purchase Price of Certificates shall be held in separate segregated accounts and shall be held
uninvested.
Section 5.07. Bank Certificates. In the event that any Certificates become Bank
Certificates pursuant to subsection (d) of Section 5.06 hereof, the Remarketing Agent shall
continue to offer for sale and use its best efforts to sell such Bank Certificates (other than Bank
Certificates that become such as a result of mandatory tender pursuant to paragraph (ii) of
subsection (a) of Section 5.05 hereof) at the Purchase Price until such Bank Certificates are sold
or until the Remarketing Agent and the District determine that such Bank Certificates cannot be
sold at such price. The Trustee shall deliver such Bank Certificates to the Bank or its designee
which shall hold the same pending such remarketing. Upon the remarketing of any Bank
Certificate, and receipt of the proceeds of such remarketing, such Bank Certificate shall cease to
be a Bank Certificate (unless and until it again becomes a Bank Certificate pursuant to subsection
(d) of Section 5.06 hereof). While the Liquidity Facility is effective and prior to the release of
any Bank Certificate, upon receipt of the proceeds of the remarketing of Bank Certificates, the
Trustee shall deliver to the Bank the notices required pursuant to the Liquidity Facility in order
to reinstate the Liquidity Facility to an amount equal to the principal and interest evidenced by
the Outstanding Certificates in accordance with its terms. The Trustee shall deliver a copy of
such notices to the Remarketing Agent. Notwithstanding the foregoing, the Trustee shall not
release any remarketed Bank Certificates that, upon such remarketing, would be in a Variable
DOCSLAI :336504.4
41758-7GHI 36
Rate Mode, unless and until the Trustee receives notice from the Bank pursuant to the Standby
Agreement that the Available Commitment has been reinstated as provided therein.
Section 5.08. Insufficient Funds for Purchases. (a) If the moneys available for
purchase of Certificates pursuant to this Article are inadequate for the purchase of all Certificates
which are tendered on any Purchase Date, each Certificate subject to such purchase shall
continue in the same Mode as in effect with respect thereto on the day prior to the Purchase Date
to the date on which the earliest of the following occurs:
(i) the date of conversion of the Certificates to the Fixed Rate Mode;
(ii) the date on which any default by the Bank under the Liquidity Facility has
been cured; or
(iii) the date on which a Substitute Liquidity Facility meeting the requirements
of Section 6.01 hereof has been obtained.
(b) If the provisions of subsection (a) of this Section become applicable (i) the
Trustee shall immediately (but no later than the end of the next succeeding Business Day) return
all tendered Certificates to the Owners thereof and notify all Owners of Certificates in writing of
the Mode to be effective with respect thereto pursuant to subsection (a) of this Section, and (ii)
the Trustee shall return all moneys received for the purchase of such Certificates to the persons
who provided such moneys.
Section 5.09. Restriction on Remarketing of Certificates to District or Corporation.
So long as the Liquidity Facility is effective, no Certificate tendered pursuant to this Article shall
be remarketed to the District or the Corporation; provided, however, that the Trustee shall not be
required to monitor the actions of the Remarketing Agent to insure that it does not sell
Certificates to the District or the Corporation.
Section 5.10. Book-Entry Tenders. Notwithstanding any other provision of this Article
to the contrary, all tenders for purchase during any period in which the Certificates are registered
in the name of the Nominee (or the nominee of any successor Depository) shall be subject to the
terms and conditions set forth in the Letter of Representations and any notices and regulations
promulgated by DTC. Subject to such terms, conditions, notices and regulations, the Certificates
may be tendered by means of a book-entry credit of such Certificates to the account of the
Remarketing Agent; provided, however, that under certain circumstances notice of tender shall
be given by a Participant on behalf of the beneficial owner of such Certificates, and, provided
further, that, if the Remarketing Agent notifies the Trustee that such Certificates have been
remarketed pursuant to the Trust Agreement, such Certificates may be treated as being tendered
upon a book-entry transfer of such Certificates from the account of the tendering party to the
credit of the account of the purchaser of such Certificates.
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ARTICLE VI
THE LIQUIDITY FACILITY
Section 6.01. The Liquidity Facility. (a) The original Facility and any Substitute
Facility shall be an obligation of the Bank to pay to the Trustee upon request made with respect
to the Certificates in accordance with the terms thereof (i) an amount, not exceeding the
aggregate principal evidenced by the Certificates, sufficient to pay the principal portion of the
Purchase Price of Certificates delivered or required to be delivered to the Trustee for purchase,
and (ii) an amount sufficient to pay the interest portion of the Purchase Price of Certificates
delivered to the Trustee for purchase, which amount (A) during the Daily Rate Mode and the
Weekly Rate Mode, shall be an amount equal to the amount of interest that would accrue during
a period of [35] days computed at the Maximum Rate, and (B) during the Extended Rate Mode,
shall be an amount equal to the amount of interest that would accrue during a period of 180 days
computed at the actual Extended Rate for such Extended Rate Period.
(b) While the Fixed Rate Mode is in effect, the Certificates shall not be payable from
or secured by the Liquidity Facility or subject to tender for purchase. Within five days after the
date on which the Certificates have been converted to the Fixed Rate Mode, the Trustee shall
surrender the Liquidity Facility to the Bank, together with any certificate of surrender required
by the Liquidity Facility, but only if the Bank has honored the draw on the Liquidity Facility
made in connection with such conversion.
(c) No later than five days after all principal and interest evidenced by the Certificates
have been paid in full, the Trustee shall surrender the Liquidity Facility to the Bank, together
with any certificate of surrender required by the Liquidity Facility.
(d) Notwithstanding any other provision of this Trust Agreement, (i) under no
circumstances shall any amounts other than the Purchase Price of the Certificates be payable
from funds paid by the Bank under· the Facility or from any proceeds of the remarketing of
Certificates by the Remarketing Agent, and (ii) under no circumstances shall remarketing
proceeds or proceeds received under the Facility be paid to the District or the Corporation.
Section 6.02. Substitute Liquidity Facility. (a) If at any time the District shall deliver
to the Trustee:
(i) a Substitute Liquidity Facility;
(ii) an Opinion of Counsel stating that the delivery of such Substitute
Liquidity Facility to the Trustee is authorized under this Trust Agreement and complies
with the provisions hereof and that the proposed substitution will not, in and of itself,
adversely affect the exclusion of interest evidenced by the Certificates from gross income
for federal income tax purposes;
(iii) one or more opinions of counsel addressed to the Trustee, to the effect,
singly or together, that the Substitute Liquidity Facility is a legal, valid and binding
DOCSLAI :336504.4
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obligation of the obligor, enforceable against the obligor in accordance with its terms,
except as limited by applicable reorganization, insolvency, liquidation, readjustment of
debt, moratorium or other similar laws affecting the enforcement of the rights of creditors
generally as such laws may be applied in the event of a reorganization, insolvency,
liquidation, readjustment of debt or other similar proceeding of or moratorium applicable
to the obligor and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(iv) if a rating or ratings on the Certificates shall be in effect on the date of
such substitution, written evidence from Moody's and S&P, as applicable, to the effect
that each such rating agency has reviewed the proposed Substitute Liquidity Facility and
that the substitution of the proposed Substitute Liquidity Facility for the existing
Liquidity Facility will not, in and of itself, result in a reduction, suspension or withdrawal
of such rating agency's rating on the Certificates; and
(v) written evidence that notice of such proposed substitution has been sent to
the Owners prior to such substitution,
then the Trustee shall, so long as such Substitute Liquidity Facility shall contain administrative
procedures which are acceptable to the Trustee in its reasonable discretion, accept such
Substitute Liquidity Facility, and, not later than five days after such acceptance, surrender the
existing Liquidity Facility to the issuer thereof, together with any certificate of surrender required
by such Liquidity Facility.
(b) While the Daily Rate Mode or the Weekly Rate Mode is in effect, if all of the
requirements of subsection (a) of this Section are satisfied other than those set forth in paragraph
(iv) thereof, and the District has given the Trustee and the Owners at least 45 days written notice
of its intention to substitute such Liquidity Facility, the Trustee shall accept the Substitute
Liquidity Facility, enforce payment of any amounts due under the existing Liquidity Facility to
the extent required by this Trust Agreement and, not later than five days after such acceptance,
surrender the existing Liquidity Facility to the issuer thereof, together with any certificate of
surrender required by such Liquidity Facility, but only if such issuer has honored any draw on
such Liquidity Facility made in connection with such substitution.
(c) Any Substitute Liquidity Facility shall be an irrevocable purchase agreement,
letter of credit, surety bond, insurance policy or other irrevocable credit facility, or any
combination thereof, issued by one or more commercial banks or savings associations, insurance
companies or other financial institutions, the terms of which shall in all respects material to the
interests of the Owners be the same as the Liquidity Facility, except that the expiration date of
such Substitute Liquidity Facility may be later than the expiration date for the existing Liquidity
Facility and such expiration date shall be not less than one year after the date such Substitute
Liquidity Facility is substituted for the existing Liquidity Facility.
Section 6.03. Notices to the Bank. The Trustee shall provide to the Bank copies of all
notices, consents, certificates, waivers or transcripts received by the Trustee from the District or
delivered by the Trustee to the District, Moody's or S&P. The District shall provide to the Bank
DOCSLAI :336504.4
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copies of all notices, consents, certificates, waivers or transcripts delivered by the District to
Moody's or S&P if any such copy will not otherwise be provided to the Bank by the Trustee
pursuant to the preceding sentence.
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ARTICLE VII
FUNDS AND ACCOUNTS; ASSIGNMENT AND PLEDGE
Section 7.01. Deposit of Proceeds of Certificates. The proceeds received from the sale
of the Certificates shall be deposited by the Trustee as follows, as directed by a Written Request
of the District:
(a) the Trustee shall deposit in the Costs oflssuance Fund established pursuant
to Section 7.02 hereof the amount of$ ; and
(b) the Trustee shall transfer to [prior trustees/escrow] the amount of
$ _____ _
Section 7.02. 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. 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 1, 2000, the Trustee shall transfer any amounts then
remaining in the Costs of Issuance Fund to the Installment Payment Fund.
Section 7.03. 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 under the Installment Purchase Agreement (excepting its rights to indemnification
thereunder), including the right to receive Installment Payments, and the interest thereon, from
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 assignment, solely in its capacity as
Trustee, for the benefit of the Owners, subject to the provisions of this Trust Agreement. All
Installment Payments, 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.
In order 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, title and interest, if any, in and to all
amounts on deposit from time to time in the funds and accounts established hereunder (other than
the Rebate Fund and the accounts described in subsections (a) and (b) of Section 5.06). This
pledge shall constitute a first lien on the funds and accounts established hereunder in accordance
with the terms hereof.
Section 7.04. Installment Payment Fund. (a) All Installment Payments, and the
interest thereon, paid by the District shall be deposited by the Trustee in the Installment Payment
Fund, which the Trustee shall establish and maintain until all required Installment Payments, and
the interest thereon, are paid in full pursuant to the Installment Purchase Agreement and until the
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first date upon which the Certificates are no longer Outstanding. The moneys in the Installment
Payment fund shall be held in trust by the Trustee and shall be 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 all required Installment Payments, and the interest thereon, are paid in full
pursuant to the Installment Purchase Agreement and until the first date upon which the
Certificates are no longer Outstanding. The moneys in each of such accounts shall be held in
trust by the Trustee and shall be disbursed only for the purposes and uses herein authorized.
(i) Interest Account. The Trustee, on each Interest Payment Date, shall
deposit in the Interest Account that amount of moneys representing the interest on the
Installment Payments coming due on such Interest Payment Date. Moneys in the Interest
Account shall be used by the Trustee for the purpose of paying the interest evidenced by
the Certificates when due and payable.
(ii) Principal Account. The Trustee, on each Principal Payment Date and each
Mandatory Sinking Account Payment Date, shall deposit in the Principal Account that
amount of moneys representing the Installment Payments coming due on such Principal
Payment Date or Mandatory Sinking Account Payment Date. Moneys in the Principal
Account shall be used by the Trustee for the purpose of paying the principal evidenced by
the Certificates when due and payable at their stated Principal Payment Date or upon
earlier prepayment from Mandatory Sinking Account Payments.
(iii) Prepayment Account. The Trustee, on the prepayment date specified in
the Written Request of the District filed with the Trustee at the time that any prepaid
Installment Payment is paid to the Trustee pursuant to the Installment Purchase
Agreement, shall deposit in the Prepayment Account that amount of moneys representing
such prepaid Installment Payment, the accrued interest thereon to the prepayment date
and any premium payable with respect thereto. Moneys in the Prepayment Account shall
be used by the Trustee for the purpose of paying the interest, premium, if any, and
principal evidenced by the Certificates to be prepaid. All moneys held by the Trustee in
the Prepayment Account shall either be held uninvested or invested in Defeasance
Securities that mature in sufficient amounts and on the dates needed to make the
prepayments of Certificates for which such moneys were deposited.
Section 7.05. Reserve Fund. (a) On the Conversion Date on which the Certificates are
converted to the Fixed Rate Mode, the Trustee shall establish the Reserve Fund and shall
maintain the Reserve Fund until all required Installment Payments, and the interest thereon, are
paid in full pursuant to the Installment Purchase Agreement and until the first date upon which
the Certificates are no longer Outstanding. On such Conversion Date, there shall be deposited in
the Reserve Fund (i) moneys at least equal to the Reserve Requirement, (ii) a Reserve Facility,
the amount available under which is at least equal to the Reserve Requirement, or (ii) a
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combination thereof, such that the amount on deposit in the Reserve Fund, together with the
amount available under such Reserve Facility, is at least equal to the Reserve Requirement.
The District may substitute a Reserve Facility for all or a part of the moneys on deposit in
the Reserve Fund by depositing such Reserve Facility with the Trustee so long as, at the time of
such substitution, the amount on deposit in the Reserve Fund, together with the amount available
under such Reserve Facility and any previously substituted Reserve Facilities, shall be at least
equal to the Reserve Requirement; provided, however, that, prior to any such substitution, the
Trustee shall have received written confirmation from each rating agency then rating the
Certificates that such substitution would not cause such rating agency to lower or withdraw its
rating then in effect with respect to the Certificates. Moneys for which a Reserve Facility has
been substituted as provided herein shall be transferred, at the election of the District, to the
Installment Payment Fund, or upon receipt of an Opinion of Counsel to the effect that such
transfer, in and of itself, will not adversely affect the exclusion of interest evidenced by the
Certificates from gross income for federal income tax purposes, to a special account to be held by
the Trustee and applied to the payment of capital costs of the District, as directed in a Written
Request of the District. Any amounts paid pursuant to any Reserve Facility shall be deposited in
the Reserve Fund. The moneys in the Reserve Fund and any Reserve Facility shall be held in
trust by the Trustee and shall be used and disbursed only for the purposes and uses herein
authorized.
(b) Amounts on deposit in the Reserve Fund which were not derived from payments
under any Reserve Facility credited to the Reserve Fund to satisfy a portion of the Reserve
Requirement shall be used and withdrawn by the Trustee prior to using and withdrawing any
amounts derived from payments under any such Reserve Facility. In order to accomplish such
use and withdrawal of such amounts not derived from payments under any such Reserve Facility,
the Trustee shall, as and to the extent necessary, liquidate any investments purchased with such
amounts. If and to the extent that more than one Reserve Facility is credited to the Reserve Fund
to satisfy a portion of the Reserve Requirement, drawings thereunder, and repayment of expenses
with respect thereto, shall be made on a pro-rata basis (calculated by reference to the policy
limits available thereunder).
If, on any Interest Payment Date while the Fixed Rate Mode is in effect, the amount on
deposit in the Interest Account is insufficient to pay the interest evidenced by the Certificates on
such Interest Payment Date, the Trustee shall transfer from the Reserve Fund and deposit in the
Interest Account an amount sufficient to make up such deficiency. If a Reserve Facility is
credited to the Reserve Fund to satisfy a portion of the Reserve Requirement, the Trustee shall
make a claim for payment under such Reserve Policy, in accordance with the provisions thereof,
in an amount which, together with other available moneys in the Reserve Fund, will be sufficient
to make said deposit in the Interest Account.
If, on any Principal Payment Date or Mandatory Sinking Account Payment Date, the
amount on deposit in the Principal Account is insufficient to pay the principal evidenced by the
Certificates on such Principal Payment Date or Mandatory Sinking Account Payment Date, the
Trustee shall transfer from the Reserve Fund and deposit in the Principal Account an amount
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sufficient to make up such deficiency. If a Reserve Facility is credited to the Reserve Fund to
satisfy a portion of the Reserve Requirement, the Trustee shall make a claim for payment under
such Reserve Policy, in accordance with the provisions thereof, in an amount which, together
with other available moneys in the Reserve Fund, will be sufficient to make said deposit in the
Principal Account.
Moneys, if any, on deposit in the Reserve Fund shall be withdrawn and applied by the
Trustee for the final payment of principal and interest evidenced by the Certificates.
( c) In the event of any transfer from the Reserve Fund or the making of any claim
under any Reserve Facility, the Trustee shall, within five days thereafter, provide written notice
to the District of the amount and the date of such transfer or claim.
(d) The Trustee shall, from amounts received from the District pursuant to Section
2.03 of the Installment Purchase Agreement, deposit in the Reserve Fund an amount of money
which, together with the amount already on deposit therein and the amounts available under all
Reserve Facilities, will be equal to the Reserve Requirement. No deposit need be made in the
Reserve Fund so long as there shall be on deposit therein a sum equal to the amount which,
together with the amounts available under all Reserve Facilities, is at least the Reserve
Requirement. The Trustee shall promptly notify the District in writing if the amount on deposit
is less than the Reserve Requirement.
( e) Any amount in the Reserve Fund in excess of the Reserve Requirement on
January 15 and July 15 of each year shall be withdrawn from the Reserve Fund by the Trustee
and shall be deposited in the Installment Payment Fund. If, as a result of the payment of
principal or interest evidenced by the Certificates or otherwise, the Reserve Requirement is
reduced, amounts on deposit in the Reserve Fund in excess of such reduced Reserve
Requirement shall be transferred to the Installment Payment Fund.
Section 7.06. Rebate Fund. (a) In addition to the other funds and accounts created
pursuant hereto, the Trustee shall establish and maintain the Rebate Fund. There shall be
deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the
Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee
in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United
States of America. Notwithstanding defeasance of the Certificates pursuant to Article XII hereof
or anything to the contrary contained herein, all amounts required to be deposited into or on
deposit in the Rebate Fund shall be governed exclusively by this Section and by the Tax
Certificate (which is incorporated herein by reference). The Trustee shall be deemed
conclusively to have complied with such provisions if it follows the written directions of the
District, and shall have no liability or responsibility to enforce compliance by the District with
the terms of the Tax Certificate. The Trustee may conclusively rely upon the District's
determinations, calculations and certifications required by the Tax Certificate. The Trustee shall
have no responsibility to independently make any calculation or determination or to review the
District's calculations.
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(b) Any funds remaining in the Rebate Fund after payment in full of all of the
principal and interest evidenced by the Certificates and after payment of any amounts described
in this Section, shall be withdrawn by the Trustee and remitted to the District.
Section 7.07. 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 Business Days prior to the making of such investment.
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; provided, however, that Permitted Investments in
which moneys in the Reserve Fund are so invested shall mature no later than the earlier of five
years from the date of investment or the final Principal Payment Date of the Certificates;
provided, further, that if such Permitted Investments may be redeemed at par so as to be available
on each Interest Payment Date, any amount in the Reserve Fund may be invested in such
redeemable Permitted Investments maturing on any date on or prior to the final Principal
Payment Date of the Certificates. Absent timely written direction from the District, the Trustee
shall invest any funds held by it in Permitted Investments described in clause (_J of the
definition thereof.
Subject to the provisions of Section 7.06 hereof, 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, such valuation to be performed not
less frequently than semiannually on or before each January 15 and July 15.
The Trustee may act as principal or agent in the making or disposing of any investment.
The Trustee shall sell or present for redemption any Permitted 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.
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ARTICLE VIII
COVENANTS
Section 8.01. Compliance with Trust Agreement. The Trustee will not execute or
deliver any Certificates 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.
Section 8.02. 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 8.03. 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 8.04. Other Liens. So long as any Certificates are Outstanding, 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 8.05. Prosecution and Defense of Suits. The District will defend against every
action, suit or other proceeding at any time brought against the Trustee, the Bank or any Owner
upon any claim arising out of the receipt, deposit or disbursement of any of the Installment
Payments, or the interest thereon, or involving the rights of the Trustee, the Bank or any Owner
hereunder; provided, however, that the Trustee, the Bank or any Owner at its or his election may
appear in and defend any such action, suit or other proceeding.
Section 8.06. Accounting Records and Statements. The Trustee will keep proper
accounting records in which complete and correct entries shall be made of all transactions
relating to the receipt, deposit and disbursement of the Installment Payments, 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 will, upon written
request, make copies of the foregoing available to the Bank and any Owner or such Owner's
agent duly authorized in writing.
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Section 8.07. Tax._ Covenants. (a) The District will not take any action, or fail to take
any action, if such action or failure to take such action would adversely affect the exclusion from
gross income of interest evidenced by the Certificates under Section 103 of the Code. Without
limiting the generality of the foregoing, the District will comply with the requirements of the Tax
Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive
payment in full or defeasance of the Certificates.
(b) In the event that at any time the District is of the opinion that for purposes of this
Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys
held by the Trustee in any of the funds or accounts established hereunder, the District shall so
instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in
accordance with such instructions.
(c) Notwithstanding any provisions of this Section, if the District shall provide to the
Trustee an Opinion of Counsel to the effect that any specified action required under this Section
is no longer required or that some further or different action is required to maintain the exclusion
from federal income tax of interest evidenced by the Certificates, the Trustee may conclusively
rely on such opinion in complying with the requirements of this Section and of the Tax
Certificate, and the covenants hereunder shall be deemed to be modified to that extent.
Section 8.08. Continuing Disclosure. [If determined to be necessary or appropriate].
Section 8.09. Further Assurances. Whenever and so often as requested to do so by the
Trustee, the Bank or any Owner, the Corporation and 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 further and more fully vest in the Trustee, the Bank
and the Owners all advantages, benefits, interests, powers, privileges and rights conferred or
intended to be conferred upon them hereby or by the Installment Purchase Agreement.
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ARTICLE IX
DEFAULT AND LIMITATIONS OF LIABILITY
Section 9.01. Action upon Event of Default. An event of default under the Installment
Purchase 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 a majority of the
aggregate principal evidenced by Certificates 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 Certificates then Outstanding, shall,
upon notice in writing to the District and the Corporation, exercise any of the remedies granted to
the Corporation under the Installment Purchase Agreement and, in addition, take whatever action
at law or in equity may appear necessary or desirable to enforce the Trustee's rights as assignee
pursuant hereto or to protect and enforce any of the rights vested in the Trustee or the Owners by
this Trust Agreement or by the Certificates, 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 9.02 hereof.
Section 9.02. Other Remedies of the Trustee. Subject to the provisions of Section 9.01
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 are 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 9.03. Non-Waiver. A waiver of any default or breach of duty or contract by the
Trustee 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 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 by law or by this Article may be enforced and exercised from time to
time and as often the Trustee shall deem expedient.
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41758-7 GHJ 48
If any action, proceeding or suit to enforce any right or to exercise any remedy is
abandoned or determined adversely to the Trustee, the Bank or any Owner, then subject to any
adverse determination, the Trustee, the Bank, 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 9.04. Remedies Not Exclusive. Subject to the prov1s10ns of Section 9.01
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
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.
Section 9.05. 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 10.03 hereof;
(b) to the payment of all amounts then due for interest evidenced by the
Certificates, in respect of which, or for the benefit of which, money has been collected
(other than Certificates 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 Certificates
due and payable; and
( c) to the payment . of all amounts then due for principal evidenced by the
Certificates, in respect of which, or for the benefit of which, money has been collected
(other than Certificates 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 Certificates
due and payable.
Section 9.06. Trustee May Enforce Claims Without Possession of Certificates. All
rights of action and claims under this Trust Agreement or the Certificates may be prosecuted and
enforced by the Trustee without the possession of any of the Certificates 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 Certificates in respect of which such judgment has been recovered.
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Section 9.07. Limitation on Suits. No Owner of any Certificate 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, (b) the
Owners of not less than 25% of the aggregate principal evidenced by Certificates then
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 Certificates then Outstanding; it being understood and intended that no
one or more Owners of Certificates 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 Certificates, 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 Certificates.
Section 9.08. No Liability by the Corporation to the Owners. 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 Payments, 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 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 9.09. No Liability by the District to the Owners. Except for the payment
when due of the Installment Payments, 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 or herein, the District shall not have any obligation or liability to the Owners with
respect to the Trust Agreement or the preparation, execution, delivery or transfer of the
Certificates or the disbursement of the Installment Payments, 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 9.10. 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 Payments, 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.
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ARTICLEX
THE TRUSTEE AND THE REMARKETING AGENT
Section 10.01. Employment of the Trustee; Duties. The Corporation and the District
hereby appoint and emplby the Trustee to receive, deposit and disburse the Installment
Payments, and the interest thereon, to prepare, execute, deliver and transfer the Certificates 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 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 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.
The Trustee agrees to hold all Certificates delivered to it for purchase hereunder in trust
for the benefit of the respective Owners which shall have so delivered such Certificates until
moneys representing the Purchase Price of such Certificates shall have been delivered to or for
the account of or to the order of such Owners and to keep such books and records as shall be
consistent with prudent industry practice and to make such books and records available for
inspection by the District and the Remarketing Agent.
Section 10.02. 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 component represented by the Certificates 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 sentence, 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 subject to supervision or
examination by federal or state agency. 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.
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The Trustee may at any time resign by giving written notice of such resignation to the
Corporation, the District and the Bank 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
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, including the Liquidity Facility (which shall
be transferred in accordance with the terms thereof).
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, discretions, 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 10.03. 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
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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 are not due to its
negligence, willful misconduct or default.
Section 10.04. 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, telegram, voucher, 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 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 Certificates 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. Under no circumstances shall the Trustee request or
be entitled to indemnification from the District for taking actions required by and in accordance
with this Trust Agreement, including, but not limited to, requesting amounts under the Liquidity
Facility, causing payments of interest and principal evidenced by the Certificates to be made to
the Owners thereof and carrying out purchases or prepayments of the Certificates in accordance
with the terms hereof. 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 Certificates or the
Installment Purchase Agreement, or of the assignment made to it by the Trust Agreement, or for
statements made in the preliminary or final official statement relating to the Certificates.
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 Bank,
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the District, the Corporation or by the Owners of not less than 5% of the aggregate principal
evidenced by the Certificates 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 Certificates 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
care; 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.
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 Certificates or the security therefor, and shall do so if requested in writing by the Bank
or the Owners of at least 5% of the aggregate principal evidenced by Certificates 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.
Section 10.05. The Remarketing Agent. PaineWebber Incorporated is hereby
appointed initial Remarketing Agent for the Certificates. The Remarketing Agent shall designate
its principal office and signify its acceptance of the duties and obligations imposed upon it
hereunder by a written instrument of acceptance delivered to the District and the Trustee under
which the Remarketing Agent will agree, among other things, to keep such books and records as
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shall be consistent with prudent industry practice and to make such books and records available
for inspection by the District and the Trustee at all reasonable times. The Remarketing Agent
shall hold all moneys delivered to it in connection with the remarketing of Certificates in trust in
non-commingled funds solely for the benefit of the person or entity which has delivered such
moneys until such moneys have been delivered to the Trustee as provided herein.
Section 10.06. Qualifications of Remarketing Agent. The Remarketing Agent shall be
either (a) a member of the National Association of Securities Dealers, Inc., having a
capitalization of at least $50,000,000, or (b) a commercial bank having combined capital and
surplus of $50,000,000 and, in either event, rated Baa/Prime-3 or better by Moody's or shall
otherwise be approved in writing by the rating agencies then rating the Certificates and
authorized by law to perform all the duties imposed upon it by this Trust Agreement.
If the Remarketing Agent resigns or is removed, the Remarketing Agent shall pay over,
assign and deliver any money and Certificates held by it in such capacity to the successor
Remarketing Agent. If the Remarketing Agent shall resign or be removed, or be dissolved, or if
the property or affairs of the Remarketing Agent shall be taken under the control of any state or
federal court or administrative body because of bankruptcy or insolvency, or for any other
reason, the District shall appoint a successor Remarketing Agent, with the approval of the Bank.
If the District fails to so appoint a successor Remarketing Agent, the Trustee shall serve in that
capacity or shall appoint a successor Remarketing Agent.
Any successor Remarketing Agent appointed under this Trust Agreement, shall signify its
acceptance of such appointment by executing and delivering to the District, the Trustee, and to
its predecessor Remarketing Agent, a written acceptance thereof, and thereupon such successor
Remarketing Agent, without further act, deed or conveyance, shall become vested with all the
monies, estates, properties, rights, powers, trusts, duties and obligations of such predecessor
Remarketing Agent, with like effect as if originally named Remarketing Agent herein; but
nevertheless at the request of the District or the request of the successor Remarketing Agent,
such predecessor Remarketing Agent 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 Remarketing Agent all the right,
title and interest of such predecessor Remarketing Agent in and to any property held by it under
this Trust Agreement and shall pay over, transfer, assign and deliver to the successor
Remarketing Agent any money or other property subject to the trust and conditions herein set
forth. Upon request of the successor Remarketing Agent, the District shall execute and deliver
any and all instruments as may be reasonably required for more fully certainly vesting in and
confirming to successor Remarketing Agent all money, estates, properties, rights, powers, trusts,
duties and obligations. Upon acceptance by a successor Remarketing Agent as provided in this
subsection, the Trustee shall give notice of the succession of such Remarketing Agent hereunder
to the Bank and to the Owners at the addresses shown in the registration books maintained by the
Trustee.
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ARTICLE XI
AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT
Section 11.01. 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 Certificates then Outstanding, exclusive of Certificates disqualified as
provided in Section 11.02 hereof, are filed with the Trustee. No such amendment or supplement
shall (i) extend the stated Principal Payment Date of any Certificate 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 or reduce the amount of any Mandatory Sinking Account Payment
or change the prepayment terms and provisions or the provisions regarding delivery of notice of
prepayment or diminish the security afforded by the Liquidity Facility without the prior written
consent of the Owner of each Certificate so affected and the Bank (so long as the Bank is not in
default under the Liquidity Facility), (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 Certificates then Outstanding and the Bank (so long as the
Bank is not in default under the Liquidity Facility), (iii) modify any of the rights or obligations of
the Trustee without the prior written consent of the Trustee, (iv) modify any of the rights or
obligations of the Bank without the prior written consent of the Bank, or (v) amend this Section
without the prior written consent of the Owners of all Certificates then Outstanding and the Bank
(so long as the Bank is not in default under the Liquidity Facility).
(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, and which in either case shall not
adversely affect the rights or interests of the Owners;
(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, and which shall not adversely affect the rights
or interests of the Owners;
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(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 Certificates; or
(iv) for any other reason, provided such amendment or supplement does not
adversely affect the rights or interests of the Owners.
No such amendment or supplement shall modify any of the rights or obligations of the
Bank without the prior written consent of the Bank.
(c) 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 as of any
Conversion Date by an amendment hereof or supplement hereto which shall become binding on
such Conversion Date, with the prior written consent of the Bank (if the Rate Period
commencing on such Conversion Date is a Variable Rate Period), but without the written
consents of any Owners, but only to the extent permitted by law and only if the Certificates have
been remarketed by the Remarketing Agent pursuant to subsection (d) of Section 5.03 hereof or
Section 5.04 hereof for purchase on such Conversion Date with such amended or supplemented
rights or obligations.
Section 11.02. Disqualified Certificates. Certificates owned or held by or for the
account of the District (but excluding Certificates 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 Certificates 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 Certificates as to which such consent is given are disqualified
as provided in this Section.
Section 11.03. Endorsement. or Replacement of Certificates After Amendment or
S_upplement. After the effective date of any action taken as hereinabove provided in this Article,
the Trustee may determine that the Certificates 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 Certificate and presentation of such Certificate for such purpose at the Principal
Office of the Trustee a suitable notation as to such action shall be made on such Certificate. If
the Trustee shall receive an Opinion of Counsel advising that new Certificates modified to
conform to such action are necessary, modified Certificates shall be prepared, and in that case
upon demand of the Owner of any Outstanding Certificates such new Certificates shall be
exchanged at the Principal Office of the Trustee witp.out cost to each Owner for Certificates then
Outstanding upon surrender of such Outstanding Certificates.
Section 11.04. Amendment by Mutual Consent. The provisions of this Article shall
not prevent any Owner from accepting any amendment as to the particular Certificates owned by
such Owner, provided that due notation thereof is made on such Certificates.
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ARTICLE XII
DEFEASANCE
Section 12.01. Discharge of Certificates 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
Certificates 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 and the Standby 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 Certificate 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,
premium, if any, and interest evidenced by such Certificate shall have been paid or when (i) in
case said Certificate or portion thereof has been selected for prepayment in accordance with
Section 4.03 hereof prior to its stated Principal Payment Date, the District shall have given to the
Trustee irrevocable instructions to give, in accordance with the provisions of Section 4.04 hereof,
notice of prepayment of such Certificate, or portion thereof, (ii) there shall be on deposit with the
Trustee, moneys, or Defeasance Securities, or any combinations thereof, the principal of and the
interest on which when due, and without any reinvestment thereof, will provide moneys which
shall be sufficient to pay when due the principal, premium, if any, and interest evidenced by such
Certificate and due and to become due on or prior to the prepayment date or its stated Principal
Payment Date, as the case may be, and (iii) in the event the stated Principal Payment Date of
such Certificate will not occur, and said Certificate 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 in the same manner as a notice of prepayment given pursuant to
Section 4.04 hereof, to the Owner of said Certificate, or portion thereof, stating that the deposit
of moneys or Defeasance Securities required by clause (ii) of this subsection has been made with
the Trustee and that said Certificate, or portion thereof, is deemed to have been paid in
accordance with this Section and stating such Principal Payment Date or prepayment date upon
which moneys are to be available for the payment of the principal, premium, if any, and interest
evidenced by said Certificate, or portion thereof.
Neither the moneys nor the Defeasance Securities deposited with the Trustee pursuant to
this Section nor principal or interest payments on any such Defeasance Securities 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, premium, if any, and interest evidenced by said Certificate, or portions
thereof. If payment of less than all of the Certificates 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 Certificates, or portions thereof, in the manner specified in Section 4.03 hereof for selection
for prepayment of less than all of the Certificates, in the principal amounts designated to the
Trustee by the District.
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( c) The Trustee may seek and is entitled to rely upon (i) an Opinion of Counsel
reasonably satisfactory to the Trustee to the effect that the conditions precedent to a defeasance
pursuant to this Section have been satisfied, and (ii) such other opinions, certifications and
computations, as the Trustee may reasonably request, or accountants or other financial
consultants concerning the matters described in subsection (b) of this Section.
(d) After the payment of all the interest, prepayment premium, if any, and principal
evidenced by all Outstanding Certificates and all other amounts due hereunder and under the
Standby 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 the 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, prepayment premium, if any, and principal evidenced by such Certificates and all
other amounts due hereunder and under the Installment Purchase Agreement.
( e) Prior to any defeasance becoming effective under this Article, (i) all amounts
currently due to the Bank hereunder and under the Standby Agreement shall have been paid in
full, and (ii) the District shall cause to be delivered (A) an executed copy of a report, addressed to
the Trustee, the District and the Bank, in form and in substance acceptable to the Trustee, the
District and the Bank, of a nationally recognized certified public accountant, or firm of such
accountants, verifying that the Defeasance Securities and cash, if any, satisfy the requirements of
clause (ii) of subsection (b) of this Section (a "Verification"), (B) a copy of the escrow deposit
agreement entered into in connection with such defeasance, which escrow deposit agreement
shall provide that no substitution of Defeasance Securities shall be permitted except with other
Defeasance Securities and upon delivery of a new Verification and no reinvestment of
Defeasance Securities shall be permitted except as contemplated by the original Verification or
upon delivery of a new Verification, and (C) a copy of an Opinion of Counsel, dated the date of
such defeasance and addressed to the Trustee, the District and the Bank, in form and in substance
acceptable to the Trustee, the District and the Bank, to the effect that such Certificates have been
paid within the meaning and with the effect expressed in the Trust Agreement, all agreements
and covenants of the Corporation, the District and the Trustee to the Owners of such Certificates
under the Trust Agreement have ceased, terminated and become void and have been discharged
and satisfied.
Prior to the defeasance of any Certificates in the Variable Rate Mode becoming effective
under this Article, the Trustee shall have received written confirmation from each rating agency
then rating such Certificates that such defeasance would not, in and of itself, cause such rating
agency to lower, withdraw or suspend its rating of such Certificates.
Section 12.02. 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 Certificates which
remain unclaimed for two years after the date when such interest or principal evidenced by such
Certificates 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 Certificates have become payable, shall,
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subject to subsection (d) of Section 6.01 hereof, at the Written Request of the District 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 Certificates.
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ARTICLE XIII
MISCELLANEOUS
Section 13.01. 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,
the Bank, the Remarketing Agent 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, the Bank, the Remarketing Agent and the Owners.
Section 13.02. 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 13.03. 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 Certificates 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 Certificate
shall bind all future Owners of such Certificate 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.
Section 13.04. 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 represented by the Certificates, 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.
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Section 13.05. Acquisition of Certificates by District. All Certificates acquired by the
District, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for
cancellation.
Section 13.06. Content of 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 13.07. 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 Certificates and the rights of the Owners.
Subject to Section 5.06 hereof, 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.
Section 13.08. Third-Party Beneficiary. The Bank is a third-party beneficiary of this
Trust Agreement.
Section 13.09. 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
DOCSLAI :336504.4
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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 13.10. PartiaJ 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 Certificates, and the Owners and the Bank 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 Certificates 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 13.11. California Law. This Trust Agreement shall be construed and governed
in accordance with the laws of the State.
Section 13.12. 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:
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If to the District:
If to the Corporation:
If to the Trustee:
If to Moody's:
lfto S&P:
Ifto the Bank:
Orange County Sanitation District
10844 Ellis A venue
Fountain Valley, California 92708
Attention:
Orange County Sanitation District Financing
Corporation
c/o Orange County Sanitation District
1 0844 Ellis A venue
Fountain Valley, California 92708
Attention:
State Street Bank and Trust Company of California,
N.A.
633 West Fifth Street, 12th Floor
Los Angeles, California 90071
Attention: -------
Moody's Investors Service
99 Church Street
New York, New York 10007
Attention: Public Finance Dept.
Structured Finance Group
Standard & Poor' s Ratings Services
25 Broadway
New York, New York 10004
OP.erations Department
Dexia Credit Local de France
445 Park Avenue, 8th Floor
New York, New York 10022
Attention: Operations Manager
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 telex, telegram 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.
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Section 13.13. Notice to Rating Agencies. The Trustee shall provide Moody's, if the
Certificates are then rated by Moody's, and S&P, if the Certificates are then rated by S&P, with
prompt written notice of (a) the appointment of any successor Trustee or Remarketing Agent,
(b) any material amendments to the Trust Agreement, the Installment Purchase Agreement, the
Standby Agreement or the Liquidity Facility (which notice shall be sent no later than 10 days
prior to the effective date of any such amendment), (c) any expiration, substitution, termination
or extension of the Liquidity Facility (d) a conversion from one Mode to another Mode, (e) a
mandatory tender, prepayment, defeasance or acceleration of the Certificates, or (f) the
prepayment in whole of the Certificates.
Section 13.14. New York Time. Unless otherwise expressly stated, all times referred to
in this Trust Agreement shall be New York City time.
Section 13.15. References to Bank Ineffective. If the Liquidity Facility is no longer in
effect, and all obligations to the Bank hereunder and under the Standby Agreement have been
paid in full, then all references in this Trust Agreement to the Bank, the Liquidity Facility and the
Standby Agreement shall be of no effect.
Section 13.16. Effective Date. This Trust Agreement shall become effective upon its
execution and delivery.
Section 13.17. 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.
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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.
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[TRUSTEE]
By: _____________ _
Authorized Officer
ORANGE COUNTY SANITATION
DISTRICT
By: _____________ _
ORANGE COUNTY SANITATION
DISTRICT FINANCING
CORPORATION
By: _____________ _
EXHIBIT A
FORM OF CERTIFICATE
No.R-
ORANGE COUNTY SANITATION DISTRICT
REFUNDING CERTIFICATE OF PARTICIPATION
(2000 REFUNDING PROJECT)
PRINCIPAL
PAYMENT DATE
______ 1
INTEREST RATE
Variable
REGISTERED OWNER: Cede & Co.
PRINCIPAL AMOUNT: DOLLARS
DATEDDATE
____ , 2000
***$***
CU SIP
THIS IS TO CERTIFY that the Registered Owner of this Certificate of Participation
(the "Certificate"), as identified above, is the owner of a direct, fractional undivided interest in
certain installment payments ("Installment Payments"), and the interest thereon, payable under
and pursuant to the Installment Purchase Agreement, dated as of 2000 (the
"Installment Purchase Agreement"), by and between the Orange County Sanitation District (the
"District"), a county sanitation distriot organized and existing under and by virtue of the laws of
the State of California, as lessee, and the Orange County Sanitation District Financing
Corporation (the "Corporation"), a nonprofit public benefit corporation organized and existing
under and by virtue of the laws of the State of California, as lessor. Substantially all of the rights
of the Corporation under the Installment Purchase Agreement, including the right to receive the
Installment Payments, and the interest thereon, have been assigned without recourse by the
Corporation to State Street Bank and Trust Company of California, 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 2000 (the 'Trust
Agreement"), by and among the Trustee, the District and the Corporation.
This Certificate is one of the duly authorized Orange County Sanitation District
Refunding Certificates of Participation (2000 Refunding Project) (the "Certificates") evidencing
principal in the aggregate amount of $ executed pursuant to the terms of the
Trust Agreement. The Certificates evidence direct, fractional undivided interests in the
Installment Payments, and the interest thereon, payable under the Installment Purchase
DOCSLAI :336504.4
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A-1
Agreement. The Certificates are executed and delivered to refinance certain obligations of the
District, to [fund . a reserve fund for the Certificates, to] pay the costs of issuance incurred in
connection therewith and to pay certain other related costs.
The Installment Payments, 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 collection, treatment and disposal facilities of the District (the "Wastewater
System") and for the other agreements and obligations undertaken by the Corporation under the
Installment Purchase Agreement and the Trust Agreement. The income and receipts derived by
the District from the operation of the Wastewater System remaining after the payment of
maintenance and operation costs of the Wastewater System (as more fully described in the
Installment Purchase Agreement, the "Net Revenues") are, pursuant to the Installment Purchase
Agreement, pledged to the payment of the Installment Payments, and interest thereon, and any
Additional Obligations (as such term is defined in the Installment Purchase Agreement). The
District is not required to advance any moneys derived from any source of income other than the
Net Revenues and the other funds provided in the Installment Purchase Agreement for the
payment of the Installment Payments, or the interest thereon. The obligation of the District to
pay the Installment Payments, and the interest thereon, is a special obligation of the District
payable solely from such Net Revenues and other funds provided for in the Installment Purchase
Agreement, and does not constitute a debt of the District or of the State of California or of any
political subdivision thereof in contravention of any constitutional or statutory debt limitation or
restriction.
Additional Obligations payable from Net Revenues on a parity with the Installment
Payments, and the interest thereon, may be incurred by the District, but only subject to the
conditions and upon compliance with the procedures set forth in the Installment Purchase
Agreement. Reference is hereby made to 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 Certificates are executed and delivered, the provisions with regard to the
nature and extent of the Net Revenues, and the rights of the Owners of the Certificates. All of the
terms of 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 Certificates, to all the provisions of which the Owner
of this Certificate, by acceptance hereof, agrees and consents. Capitalized undefined terms used
herein shall have the meanings ascribed thereto in the Trust Agreement.
As used herein, the following terms shall have the meanings indicated below:
"Applicable Rate" means, with respect to a Certificate, as of any date of calculation, the
per annum rate of interest then in effect with respect to such Certificate, as established pursuant
to the Trust Agreement.
"Authorized Denominations" means (a) while the Certificates are in the Daily Rate Mode
or the Weekly Rate Mode, $100,000 and whole multiples thereof, except that one Certificate may
DOCSLAI :336504.4
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A-2
be in the amount of $100,000 and a whole multiple of $5,000 in excess thereof, and (b) while the
Certificates are in the Extended Rate Mode or the Fixed Rate Mode, $5,000 and whole multiples
thereof.
"Bank" means Dexia Credit Local de France, acting through its New York Agency, as
issuer of the Liquidity Facility, and any issuer of any Substitute Liquidity Facility.
"Bank Certificate" has the meaning ascribed thereto in the Standby Agreement.
"Business Day" means a day other than (a) Saturday or Sunday, (b) a day on which
banking institutions in the city or cities in which the Principal Office of the Trustee is located,
the principal office of the Remarketing Agent is located or the office of the Bank at which draws
under the Liquidity Facility are made 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. If the date for making any payment or the last date for performance
of any act or the exercising of any right, as provided in the Trust Agreement or the Installment
Purchase Agreement, shall not be a Business Day, such payment may be made or act performed
or right exercised on the next succeeding Business Day, with the same force and effect as if done
on the nominal date provided in the Trust Agreement or the Installment Purchase Agreement
and, unless otherwise specifically provided in the Trust Agreement, the Installment Purchase
Agreement or the Standby Agreement, no interest shall accrue for the period from and after such
nominal date.
"Conversion Date" means any date on which the Mode applicable to the Certificates is
converted from one Variable Rate Mode to another Variable Rate Mode or to the Fixed Rate
Mode.
"Daily Rate Mode" means the Mode in which Certificates evidence interest at a Daily
Rate.
"Extended Rate Mode" means the Mode in which Certificates evidence interest at an
Extended Rate.
"Fixed Rate Mode" means the Mode in which the Certificates evidence interest at a Fixed
Rate.
"Installment Payments" means the Installment Payments required to be made by the
District pursuant to the Installment Purchase Agreement.
"Interest Payment Date" means:
(a) while the Certificates are in the Daily Rate Mode, the first Business Day
of each calendar month;
DOCSLA I :336504.4
41758-7GH1
A-3
(b) while the Certificates are in the Weekly Rate Mode, the first Business Day
of each calendar month
(c) while the Certificates are in the Extended Rate Mode, each February 1 and
August 1; an
( d) while the Certificates are in the Fixed Rate Mode, each February 1 and
August 1.
"Liquidity Facility" means the standby purchase facility established by the Bank
pursuant to the Standby Agreement, and any Substitute Liquidity Facility.
"Maximum Rate" means, with respect to any Certificate, prior to the Fixed Rate
Conversion Date therefor, 12% per annum and, thereafter, the highest rate of interest allowed by
law.
"Mode" means the Daily Rate Mode, the Weekly Rate Mode, the Extended Rate Mode or
the Fixed Rate Mode.
"Period" or "Rate Period" means, when used with respect to any particular rate of interest
applicable to the Certificates (whether a Daily Rate, a Weekly Rate, an Extended Rate or a Fixed
Rate), the period during which such rate of interest will remain in effect pursuant to the Trust
Agreement.
"Principal Office" means the Trustee's principal corporate trust office in Los Angeles,
California.
"Principal Payment Date" means a date on which an Installment Payment evidenced by
the Certificates becomes due and payable.
"Purchase Date" means a date upon which the Trustee is obligated to purchase a
Certificate pursuant to the Trust Agreement.
"Purchase Price" means, with respect to any Certificate required to be purchased by the
Trustee pursuant to the Trust Agreement, an amount equal to the principal evidenced by such
Certificate, plus accrued interest evidenced thereby, if any, at the rate applicable to such
Certificate from the most recent Interest Payment Date and up to but excluding the Purchase
Date.
"Record Date" means, with respect to the interest payable on any Interest Payment Date,
(a) the Business Day immediately prior to such Interest Payment Date, in the case of Certificates
in the Daily Rate Mode or the Weekly Rate Mode, and (b) the fifteenth day of the calendar
month immediately preceding such Interest Payment Date, whether or not such day is a Business
Day, in the case of Certificates in the Extended Rate Mode or the Fixed Rate Mode.
DOCS LAI :336504.4
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A-4
"Remarketing Agent" means the remarketing agent for the Certificates appointed
pursuant to the Trust Agreement.
"Standby Agreement" means the Standby Agreement, dated as of ------~
2000, by and between the District and the Bank, as originally executed and as it may from time
to time be amended in accordance with the provisions thereof, or any similar agreement with the
provider of a Substitute Liquidity Facility.
"Substitute Liquidity Facility" means a standby purchase facility substituted for the initial
Liquidity Facility in accordance with the provisions of the Trust Agreement.
"Variable Rate" means, as the context requires, the Daily Rate, the Weekly Rate or the
Extended Rate.
"Variable Rate Mode" means, as the context requires, the Daily Rate Mode, the Weekly
Rate Mode or the Extended Rate Mode.
"Weekly Rate Mode" means the Mode in which the Certificates evidence interest at a
Weekly Rate.
The Purchase Price of Certificates subject to mandatory or optional tender is payable
from the proceeds of the remarketing of such Certificates or, if such proceeds are not sufficient
therefor, from amounts available under the Liquidity Facility. The Liquidity Facility expires by
its terms on and may be terminated prior thereto upon the occurrence of certain
events. A Substitute Liquidity Facility may be substituted for the Liquidity Facility, as provided
in the Trust Agreement. Amounts are not available under the Liquidity Facility to pay the
principal and interest evidenced by the Certificates.
The Owner of this Certificate is entitled to receive, subject to the terms of the Trust
Agreement and any right of prepayment as provided herein or therein, on the Principal Payment
Date set forth above, upon surrender of this Certificate at the Principal Office of the Trustee, the
Principal Amount specified above, evidencing the Owner's interest in the Installment Payments
coming due on the Payment Date, and to receive on each Interest Payment Date, interest accrued
thereon at the Applicable Rate, until said Principal Amount is paid in full, evidencing the
Owner's interest in the interest on such Installment Payments coming due on each of said dates.
Unless this Certificate is a Bank Certificate, this Certificate shall evidence interest from
the Interest Payment Date next preceding its date of execution to which interest has been paid in
full, unless such date of execution shall be after a Record Date, and on or prior to the following
Interest Payment Date, in which case this Certificate shall evidence interest from such Interest
Payment Date, or unless such date of execution shall be on or prior to 2000, in
which case this Certificate shall evidence interest from the Delivery Date. Notwithstanding, the
foregoing, if, as shown by the records of the Trustee, interest evidenced by the Certificates shall
be in default, this Certificate shall evidence interest from the last Interest Payment Date to which
interest has been paid in full or duly provided for. Bank Certificates shall evidence interest from
DOCS LAI :336504.4
41758-7 GHI
A-5
the date on which they became Bank Certificates until such time as they are no longer Bank
Certificates.
Except as otherwise provided in the Letter of Representations, payments of interest
evidenced by the Certificates shall be made to the Owners thereof (as determined at the close of
business on the Record Date next preceding the related Interest Payment Date) 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
furnished in writing to the Trustee by such Owner, except that in the case of an Owner of
Certificates evidencing $1,000,000 or more in aggregate principal amount upon the written
request of such Owner to the Trustee (which request shall remain in effect until revoked or
revised by such Owner by an instrument in writing delivered to the Trustee), received at least ten
days prior to a Record Date, specifying the account or accounts to which such payment shall be
made, payment of interest evidenced by such Certificates shall be made by wire transfer of
immediately available funds on the following Interest Payment Date. Payment of principal and
prepayment premium, if any, evidenced by the Certificates, on their stated Principal Payment
Dates or upon prepayment in whole or in part prior thereto, shall be made only upon presentation
and surrender of the Certificates at the Principal Office of the Trustee.
The Certificates are authorized to be executed and delivered m the form of fully
registered certificates in Authorized Denominations.
This Certificate may be transferred or exchanged by the Owner hereof, in person or by his
attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Trust Agreement.
The Trustee shall not be required to transfer or exchange any Certificate during the period
commencing on the date five days before the date of selection of Certificates for prepayment and
ending on the date of mailing of notiee of such prepayment, nor shall the Trustee be required to
transfer or exchange any Certificate or portion thereof selected for prepayment from and after the
date of mailing the notice of prepayment thereof.
The Trustee may treat the Owner hereof as the absolute owner hereof for all purposes,
whether or not the principal or interest evidenced by this Certificate shall be overdue, and the
Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the
principal and interest evidenced by this Certificate shall be made only to such Owner, which
payments shall be valid and effectual to satisfy and discharge the liability evidenced by this
Certificate to the extent of the sum or sums so paid.
The Certificates shall evidence interest during each Rate Period at the Applicable Rate,
provided that such rate shall never exceed the Maximum Rate. All Certificates shall be in the
[Daily] [Weekly] Rate Mode until converted to another Mode as provided in the Trust
Agreement or until becoming Bank Certificates (at which time they shall evidence interest at the
Bank Certificate Rate until such time as they are no longer Bank Certificates). The Remarketing
Agent shall determine the Applicable Rate from time to time, and such determination by the
DOCSLAI :336504.4
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A-6
Remarketing Agent shall be conclusive and binding. The Trust Agreement provides that if the
Remarketing Agent fails to determine the Applicable Rate, the Applicable Rate will be
determined as set forth therein.
While the Certificates evidence interest at the Daily Rate or the Weekly Rate, interest
evidenced by the Certificates shall be computed on the basis of the actual days elapsed and a
365-or 366-day year, as applicable. While the Certificates evidence interest at the Extended
Rate or the Fixed Rate, interest evidenced by the Certificates shall be computed on the basis of a
360-day year consisting of twelve 30-day months.
While the Certificates are in the Daily Rate Mode, the Certificates may be converted to
another Variable Rate Mode at the option of the District on any Interest Payment Date for the
Daily Rate Mode. While the Certificates are in the Weekly Rate Mode, the Certificates may be
converted to another Variable Rate Mode at the option of the District on any Interest Payment
Date for the Weekly Rate Mode. While the Certificates are in the Extended Rate Mode, the
Certificates may be converted to another Variable Rate Mode at the option of the District on the
day following the last day of the Extended Rate Period. While the Certificates are in the
Variable Rate Mode, the Certificates may be converted to the Fixed Rate Mode at the option of
the District on the first Business Day of a calendar month, when the Certificates are in the Daily
Rate Mode or the Weekly Rate Mode, or the day following the last day of an Extended Rate
Period, when the Certificate are in the Extended Rate Mode. Once the District has effectively
exercised its option to convert the Certificates to the Fixed Rate Mode pursuant to the Trust
Agreement, the District shall have no further option to convert the Certificates to any other
Mode, and such Certificate shall no longer be subject to tender for purchase. The conditions for
conversion of the Certificates from one Mode to another Mode include, but are not limited to, the
delivery of an Opinion of Counsel to the effect that such conversion will not, in and of itself,
adversely affect the exclusion from gross income of interest evidenced by the Certificates for
federal income tax purposes.
Each Certificate in the Variable Rate Mode (or any portion thereof in an amount equal to
an Authorized Denomination) shall be subject to mandatory and optional tenders for purchase at
the Purchase Price in accordance with the Trust Agreement.
[Owners of Certificates in the Daily Rate Mode (other than Bank Certificates) may elect
to have their Certificates (or portions thereof in Authorized Denominations) purchased at the
Purchase Price on any Business Day upon delivery of a written notice of tender to the
Remarketing Agent and the Trustee, meeting the requirements of the Trust Agreement, not later
than [9:45 a.m.] (New York City time) on such Business Day.]
[Owners of Certificates in the Weekly Rate Mode (other than Bank Certificates) may
elect to have their Certificates (or portions thereof in Authorized Denominations) purchased at
the Purchase Price on any Business Day upon delivery of a written notice of tender to the
[Remarketing Agent and the] Trustee, meeting the requirements of the Trust Agreement, not later
DOCS LA I :336504.4
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A-7
than 5:00 p.m. (New York City time) on a Business Day not less than seven days prior to the
Purchase Date.]
In the case of any conversion from one Variable Rate Mode to another Variable Rate
Mode, the Certificates being so converted shall be subject to mandatory tender for purchase on
the Conversion Date, at the Purchase Price, and the Owners thereof shall not be entitled to retain
such Certificates.
Prior to conversion of the Certificates to the Fixed Rate Mode, the Certificates shall be
subject to mandatory tender for purchase at the Purchase Price (a) on the last Business Day
which is at least five days prior to expiration of the Liquidity Facility, (b) on the fifth Business
Day following the Trustee's receipt of a Notice of Mandatory Tender from the Bank, and (c) if
the Certificates are in the Daily Rate Mode or the Weekly Rate Mode, on the last Business Day
which is at least five days prior to the substitution of a Substitute Liquidity Facility meeting the
requirements of the Trust Agreement for the Liquidity Facility pursuant to the Trust Agreement.
Certificates being converted to the Fixed Rate Mode are subject to mandatory tender for
purchase on the Conversion Date, and the Owners thereof shall not be entitled to retain such
Certificates.
All Certificates to be purchased on any date shall be required to be delivered to the
Principal Office of the Trustee at or before 11 :30 a.m. on the Purchase Date, except that
Certificates in the Extended Rate Mode being tendered for purchase at the election of the Owner
shall be delivered to the Principal Office of the Trustee with the notice of tender. If the Owner of
any Certificate or portion thereof that is subject to purchase fails to surrender such Certificate to
the Trustee for purchase on the Purchase Date, and if Trustee is in receipt of the Purchase Price
therefor, such Certificate or portion thereof shall nevertheless be deemed purchased on the
Purchase Date and ownership of such Certificate or portion thereof shall be transferred to the
purchaser thereof. Any Owner who fails to deliver a Certificate for purchase as required in the
Trust Agreement shall have no further rights with respect thereto except the right to receive the
Purchase Price therefor upon presentation and surrender of said Certificate to the Trustee.
The Purchase Price for this Certificate or any portion hereof shall be payable by the
Trustee, in immediately available funds, at its Principal Office or by wire transfer on the
Purchase Date; provided that no such payment shall be made unless sufficient funds are on
deposit with the Trustee for the payment of the Purchase Price of all Certificates to be purchased
on such date. BY ACCEPTANCE OF THIS CERTIFICATE, EACH OWNER
IRREVOCABLY AGREES THAT, IF THIS CERTIFICATE OR ANY PORTION HEREOF IS
TO BE PURCHASED ON ANY DATE AND SUFFICIENT FUNDS ARE ON DEPOSIT
WITH THE TRUSTEE FOR ALL PURCHASES TO BE MADE ON SUCH DATE, AS
AFORESAID, THIS CERTIFICATE OR THE PORTION TO BE PURCHASED SHALL BE
DEEMED TO HA VE BEEN PURCHASED FOR ALL PURPOSES HEREUNDER AND
UNDER THE TRUST AGREEMENT AND, THEREAFTER, THE OWNER SHALL HA VE
NO FURTHER RIGHTS HEREUNDER OR UNDER THE TRUST AGREEMENT WITH
DOCSLAI :336504.4
41758-7 GHI
A-8
RESPECT TO THIS CERTIFICATE OR SUCH PORTION, EXCEPT TO RECEIVE THE
PURCHASE PRICE FOR THIS CERTIFICATE OR SUCH PORTION FROM THE FUNDS
SO DEPOSITED UPON SURRENDER HEREOF AS AFORESAID.
Any delivery of a notice required to be made to the Trustee shall be delivered to State
Street Bank and Trust Company of California, N.A., 633 West Fifth Street, 12th Floor, Los
Angeles, California 90071, Attention: or to the office designated for such purpose
by any successor Trustee.
Any delivery of a notice required to be made to the Remarketing Agent shall be delivered
to Paine Webber Incorporated, 1285 Avenue of the Americas, 10th Floor, New York, New York
10019, Attention: Short-term Desk, or to the office designated for such purpose by any
successor Remarketing Agent.
Bank Certificates shall be subject to prepayment on any date prior to their stated Principal
Payment Date, at the option of the District, as a whole or in part, from and to the extent of
prepaid Installment Payments paid by the District from any source of available funds pursuant to
the Installment Purchase Agreement, at a prepayment price equal to the principal evidenced
thereby, plus accrued interest evidenced thereby, without premium.
Certificates in the Daily Rate Mode or the Weekly Rate Mode shall be subject to
prepayment on any Interest Payment Date prior to their stated Principal Payment Date, at the
option of the District, as a whole or in part in Authorized Denominations, from and to the extent
of prepaid Installment Payments paid by the District from any source of available funds pursuant
to the Installment Purchase Agreement, at a prepayment price equal to the principal evidenced
thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without
premium.
Certificates in the Extended. Rate Mode shall be subject to prepayment on the day
following the last day of the Extended Rate Period prior to their stated Principal Payment Date,
at the option of the District, as a whole or in part in Authorized Denominations, from and to the
extent of prepaid Installment Payments paid by the District from any source of available funds
pursuant to the Installment Purchase Agreement, at a prepayment price equal to the principal
evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment,
without premium.
Certificates in the Fixed Rate Mode shall be subject to prepayment on any date during the
periods indicated in the following table prior to their stated Principal Payment Date, at the option
of the District, as a whole or in part in Authorized Denominations, from and to the extent of
prepaid Installment Payments paid by the District from any source of available funds pursuant to
the Installment Purchase Agreement, at the following prepayment prices applicable for the
periods indicated, plus accrued interest evidenced thereby to the date fixed for prepayment:
DOCSLAI :336504.4
41758-7 GH!
A-9
Original Length of
Fixed Rate Period
More than 10 Years
More than 8 years but not
more than 10 years
More than 5 years but not
more than 8 years
5 years or less
Commencement of
Prepayment Period
8th anniversary of
commencement of Fixed
Rate Period
6th anniversary of
commencement of Fixed
Rate Period
4th anniversary of
commencement of Fixed
Rate Period
No prepayment
Prepayment Price as a
Percentage of Principal
102% declining by 1 % on
each succeeding
anniversary of the first day
of the prepayment period
until reaching 1 00% and
thereafter 100%
101 % until the first
anniversary of the first day
of the prepayment period
and 100% from said first
anniversary and thereafter
100%
The Certificates are subject to prepayment prior to their stated Principal Payment Date, in
part, from Mandatory Sinking Account Payments, on August 1 of each year, commencing
August 1, 2000, at a prepayment price equal to the principal evidenced thereby, plus accrued
interest evidenced thereby to the date fixed for prepayment, without premium, in the amounts
and on the dates set forth in the Trust Agreement.
As provided in the Trust Agreement, at least 30 but not more than 45 days prior to any
prepayment date, notice of prepayment shall be given to the respective Owners of Certificates
designated for prepayment by first class mail, postage prepaid, at their addresses appearing on
the registration books maintained the Trustee as of the close of business on the day before such
notice of prepayment is given. The actual receipt by the Owner of any notice of such
prepayment shall not be a condition precedent to prepayment, and neither failure to receive such
notice nor any defect therein shall affect the validity of the proceedings for the prepayment of
such Certificates or the cessation of interest evidenced thereby on the date fixed for prepayment.
If this Certificate is selected for prepayment, notice of prepayment has been duly given as
provided in the Trust Agreement and moneys for the prepayment price are held by the Trustee,
then on the prepayment date designated in such notice, this Certificate shall become payable at
the prepayment price specified in such notice; and from and after the date so designated, the
interest evidenced hereby shall cease to accrue, this Certificate shall cease to be entitled to any
benefit or security under the Trust Agreement and the Owner hereof shall have no rights in
respect hereof except to receive payment of such prepayment price.
DOCSLAI :336504.4
41758-7 GHI
A-10
To the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended or supplemented, such amendment or
supplement becoming binding when the prior written consents of the Owners of a majority of the
aggregate principal evidenced by the Certificates then Outstanding, exclusive of Certificates
disqualified under the Trust Agreement, are filed with the Trustee. No such supplement or
amendment shall (a) extend the stated Principal Payment Date of any Certificate 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 or reduce the amount of any Mandatory Sinking Account
Payment or change the prepayment terms and provisions or the provisions regarding delivery of
notice of prepayment or diminish the security afforded by the Liquidity Facility without the prior
written consent of the Owner of each Certificate so affected and the Bank (so long as the Bank is
not in default under the Liquidity Facility), (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 Certificates then outstanding and the Bank (so long
as the Bank is not in default under the Liquidity Facility), (c) modify any of the rights or
obligations of the Trustee without the prior written consent of the Trustee, ( d) modify any of the
rights or obligations of the Bank without prior written consent of the Bank, or (e) amend the
amendment provisions of the Trust Agreement without the prior written consent of the Owners of
all Certificates then outstanding and the Bank (so long as the Bank is not in default under the
Liquidity Facility).
To the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended or supplemented by the parties thereto
without the written consents of any Owners, but only to the extent permitted by law and after
receipt of an unqualified approves Opinion of Counsel 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, and which shall not adversely affect the rights or
interests of the Owners; ( 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 Certificates; or ( d) for any other reason, provided such
amendment or supplement does not adversely affect the rights or interests of the Owners;
provided, however, that the Corporation, the District; provided, however, that no such
amendment or supplement shall modify any of the rights or obligations of the Bank without the
prior written consent of the Bank.
Unless this Certificate is presented by an authorized representative of The Depository
Trust Company to the Trustee for registration of transfer, exchange or payment, and any
DOCS LA I :336504.4
41758-7GHI
A-11
Certificate issued is registered in the name of Cede & Co. or such other name 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 since the Registered Owner hereof, Cede & Co.,
has an interest herein.
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
Certificate 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
Certificate.
DOCSLAl :336504.4
41758-7 GHI
A-12
IN WITNESS WHEREOF, this Certificate has been executed by the manual signature
of an authorized signatory of the Trustee as of the date set forth below.
Date: -------
DOCSLAI :336504.4
41758-7 GHI
A-13
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as
Trustee
By:
~------------~ Authorized Signatory
ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned Certificate 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 name(s) as written on the
face of the within registered Certificate in every particular, without alteration or
enlargement or any change whatsoever.
Tax I.D. #: --------
Signature Guaranteed:
DOCSLAI :336504.4
41758-7 GHI
--------
A-14
-'~
l
s M
5 6
12 13
19 20
26 27
s M
4 5
11 12
18 19
25 26
Date
Jan 14
Jan20
Feb3
Feb. 9
Feb JO
Feb 14
Feb 17
Feb 21
Mar8
ORANGE COUNTY SANITATION DISTRICT
Series 2000 Refunding COPs
Financing Schedule
MARCH APRIL
T w T F s s M T w T F s s
1 2 3 4 1
7 8 9 10 11 2 3 4 5 6 7 8 7
14 15 16 17 18 9 10 11 12 13 14 15 14
21 22 23 _24 25 16 17 18 19 20 21 22 21
28 29 30 31 23 24 25 26 27 28 29 28
30
.JUNE .JULY
T w T F s s M T w T F s s
1 2 3 I
6 7 8 9 10 2 3 4 5 6 7 8 6 13 14 15 16 17 9 10 11 12 13 14 15 13 20 21 22 23 24 16 17 18 19 20 21 22 20 27 28 29 30 23 24 25 26 27 28 29 27
30 31
Activity
• x 1st draft of Installment Purchase Agreement distributed
x Kick-off meeting to discuss legal structure
x Review 1st draft of ratings presentation and revised cashflows
(9:00 a.m. at District)
x FAHR Committee meeting (5:00 p.m.)
x Financing progress report
x 1st draft of P.O.S. distributed
x 1st draft of Trust Agreement distributed
x Meeting to review legal documents and P.O.S.
(10:00 a.m. at OH&S)
x Market Holiday (President's Day)
x FAHR Committee meeting (5:00 p.m.)
x Financing progress report
Paine Webber
June 30, 2000
MAY
M T w T F s
1 2 3 4 5 6
8 9 10 11 12 13
15 16 17 18 19 20
22 23 24 25 26 27
29 30 31
AUGUST I
M T w T F s
1 2 3 4 5
7 8 9 10 11 12
14 15 16 17 18 19
21 22 23 24 25 26
28 29 30 31
Responsibility
BC
All-Hands
OCSD,PW
OCSD
OCSD,PW
UC
BC
All-Hands
OCSD
OCSD, PW
June 30, 2000
Mar9 x 2nd draft of legal documents distributed BC
x 2nd draft of P.O.S distributed UC
Mar 14 x Meeting to review legal documents and P.O.S. All-Hands
(10:00 a.m. at OH&S)
Mar20 x Begin preparing package for liquidity banks PW
Mar22 x District Board meeting OCSD,PW
Mar24 x 3rd draft of P.O.S distributed UC
Week of x Review proposed legal structure with rating analysts PW
Mar27 x Distribute draft legal documents to rating agencies BC,UC
x Commence discussions with Ambac and swap providers PW,BC
x Continue revising rating agency presentation OCSD, PW
Mar28 x Meeting to review legal documents and P.O.S. All-Hands
(I 0:30 a.m. at OH&S)
Mar30 x Meeting to review cashflows and ratings presentation OCSD, PW
Apr5 x Agendize non-profit corporation formation materials OCSD,BC
Apr6 x Conference call on rating agency presentation (9:00 a.m.) OCSD,PW
Apr 11 x Meeting to review rating agency presentation (9:00 a.m.) OCSD,PW
Aprl2 x FAHR Committee meeting (5:00 p.m.) OCSD
x Approval of non-profit Financing Corporation OCSD,BC
x Financing progress report OCSD, PW
x Call with Ambac to discuss amendment process PW
Apr 13 x Rehearsal for rating agency presentations (1 l :00 a.m. P.D.T.) OCSD, PW
Apr 18119 x Rating agency presentations (at District) OCSD,PW
Apr 21 x Market Holiday (Good Friday)
Apr25 x Call with Ambac to review District credit PW
Apr26 x District Board meeting OCSD
x Approval of non-profit Financing Corporation OCSD
MaylO x Receipt of long-term "indicator" credit ratings OCSD,PW
x FAHR Committee meeting (5:00 p.m.) OCSD
x Financing progress report OCSD,PW
May 15 x Conference call on documents (10:00 a.m.) All-Hands
May17 x Receive liquidity facility provider bids PW
May19 x Draft amendments to '92 and '93 legal documents circulated BC
Paine Webber
't
June 30, 2000
' .-i
May24 x District Board meeting OCSD
May25 x Select liquidity facility bank for Series 2000 COPs OCSD,PW
May31 x Conference call with Ambac, AIG, and SocGen to review OCSD, PW, BC, AP, APC
proposed amendments
Week of x Begin development of amended swap documents for APC
June 5 outstanding 1992 and 1993 COPs
Jun 14 x FAHR Committee meeting (5:00 p.m.) OCSD
x Approve Series 2000 liquidity facility provider OCSD
x Approve Series 2000 Trustee selection process OCSD
x 1st draft of daily mode mechanics for 1992 COPs circulated BC
x 1st draft of swap document amendments circulated APC
Jun 15 x Trustee bank RFP circulated OCSD, PW, BC, AP, APC
Jun 19 x Trustee bids due (5:00 p.m. PDT) OCSD,PW
Jun20 x Select Trustee OCSD,PW
x Liquidity bank receives "home office" credit approval LP
x 151 draft of '92 and '93 COP amendments circulated BC
Jun23 x Conference call on amendment and swap documents OCSD,PW,BC
Jun28 x District Board meeting OCSD
x Board approves Trustee selection OCSD
x 1st draft of Standby Purchase Agreement circulated LPC x 1st draft of swap documents circulated PW
Jul 4 • Market Holiday (Independence Day)
Jul 5 • Draft Phase I & II COP legals, bank liquidity, swap and OCSD,BC
disclosure documents agendized for F AHR Committee
Draft documents distributed to rating agencies BC, LPC, APC, UC
Jul JO • Conference call to finalize COP legal, bank liquidity, All Hands
amendment, swap, and disclosure documents
Jul 12 • FAHR Committee meeting (5:00 p.m) OCSD
• Approval of all Phase I & II documents OCSD
Jul 13 • "Substantially final" Phase I & II legal, bank liquidity, swap, OCSD,BC
and disclosure documents agendized for Board approval
Jul 14 • Distribute RFP for financial printer and verification agent OCSD,PW
Jul 16 • Select financial printer and verification agent OCSD, PW
Jul 19 • District Board I Financing Corporation meetings OCSD
• Approval of all Phase I & II documents OCSD
Ju/24 • Receipt of formal long-term and short-term ratings OCSD,PW
Paine Webber
June 30, 2000
Jul 27 • Print Official Statement(s) UC,PW,P
• Begin pre-marketing 2000 COPs PW
Jul 28 • Mail Official Statement(s) UC,P
Aug I • Price advance refunding component of2000 COPs OCSD, PW
(Execute Series B swap to f1X yield through 811101)
• Convert 1992 COPs to daily mode (if necessary) OCSD, BC, T
Aug 15 • Price current refunding component of2000 COPs OCSD, PW
(Sold at least 15 days after "Series B "pricing)
Aug 16 • Close all refunding components All-Hands
• Convert 1992 COPs to weekly mode (if necessary) OCSD,BC, T
811101 Series B COPs called and prepaid from refunding escrow EA
X -Denotes completed activity.
Key Role Participants
OCSD Issuer Orange County Sanitation District
BC Bond Counsel Orrick, Herrington & Sutcliffe
PW Underwriter/Remarketing Agent Paine Webber Incorporated
UC Underwriter's Counsel Hawkins, Delafield & Wood
LP Liquidity Provider Dexia Credit Local de France
LPC Liquidy Provider's Counsel King & Spalding
T Series 2000 Trustee To be determined
EA Escrow Agent(s) To be determined
AP Amendment Parties Ambac, AIG, SocGen
APC Amendment Parties' Counsel Various
p Financial Printer To be determined
Paine Webber
,.
FAHR COMMITTEE
AGENDA REPORT
Orange County Sanitation District
FROM : Lisa Tomko, Director of Human Resources & Employee Development
Originator: John Weingarden, Human Resources Analyst
SUBJECT: EMPLOYMENT STATUS REPORT AS OF JUNE 19, 2000.
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Employment Status Report.
SUMMARY
Total FTE headcount at the District as of June 19, 2000 is 497.75.
PROJECT/CONTRACT COST SUMMARY
Not applicable.
BUDGET IMPACT
D This item has been budgeted. (Line item: )
D This item has been budgeted, but there are insufficient funds.
D This item has not been budgeted.
~ Not applicable (information item)
ADDITIONAL INFORMATION
The District had a full-time equivalent (FTE) headcount of 497.75 as of June 19, 2000.
The actual number of employees was 508.
There was one promotion during the month of June:
• Dave Usher Sr. Mechanic to Lead Mechanic (Mechanical Maintenance)
There was one new employee hired during the month of June.
• Programmer Analyst (Programming and Database Systems)
H:lwp.dta\hr\510\Weingarden\Misc\AR -Recruiting -As of June 19.dot
Revised: 8/20198 Page 1
ALTERNATIVES
Not applicable.
CEQA FINDINGS
Not applicable.
ATTACHMENTS
June 19, 2000 Employment Status Report.
Performance compared to 3-Year Staffing Plan.
H:\wp.dtalhr\51 O\Weingarden\Misc\AR -Reauiting -As of June 19,dot
Revised: 8120198 Page2
I •
11 o -General Management Admin
Total General Management
210 -Finance Administration
220 -Accounting
230 -Purchasing & Warehousing
Total Finance
310 -Communications
Total Communications
510 -HR & Employee Development
Total Human Resources
610 -Technical Services Admin
620 -Environmental Compliance & Monitoring
630 -Environmental Laboratory
640 -Source Control
650 -Safety & Emergency Response
Total Technical Services
71 O -Engineering Administration
720 -Planning & Design Engineering
730 -Construction Management
Total Engineering
420 -Collection Facilities Mice
430 -Plant Maintenance
810 -0 & M Administration
820 -0 & M Process Support
830 -Plant 1 Operations
840 -Plant 2 Operations
850 -Mechanical Mtce
860 -Electrical & Instrumentation Mice
870 -Cogeneration
880 -Air Quality & Special Projects
Total Operations & Maintenance
910 -IT Admin
930 -Customer & Network Support
940 -Programming & Database Sys
950 -Process Controls Integration
Total Information Technology
Total staffing
Offers Outstanding:
Recruitments pending, but not offered:
Actual FTE's with currant recruitments filled:
g:\excel.dta\hr\51 O\welngarden\3-Year Staffing Plan
Regular
Regular Part-time
Fu/I-time 20 hours
3.00 0.00
3.00 0.00
4.00 0.00
14.00 0.00
14.00 1.50
32.00 1.50
7.00 0.00
7.00 0.00
9.00 0.00
9.00 0.00
2.00 0.00
18.00 0.00
29.00 2.00
33.00 0.00
8.00 0.00
90.00 2.00
3.00 0.00
30.00 0.00
36.00 0.00
69.00 0.00
18.50 0.00
29.50 0.00
2.00 0.00
8.00 0.00
32.00 0.50
39.00 0.00
44.00 o.oo
55.00 0.00
9.00 0.00
9.00 0.00
246.00 0.50
2.00 0.00
12.00 0.00
7.00 0.00
8.00 0.00
29.00 0.00
485.ool 4.001
Employment Status Report
Regular
Part-time
30 hours Contract Intern LOA
o.oo 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 1.00
0.00 0.00 0.00 1.00
0.75 0.00 o.oo o.oo
0.75 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 1.00 o.oo
0.00 0.00 0.50 0.50
0.75 0.00 0.00 0.00
o.oo 0,00 0.50 0.00
0.75 0.00 2.00 0.50
0.00 0.00 0.00 0.00
0.75 0.00 0.50 0.00
0.00 0.00 0.00 1.00
0.75 0.00 0.50 1.00
0.00 0.00 o.oo 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.50 0.50 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
o.oo 0.00 0,00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0,00 0.50 o.oo
0.00 0.50 1.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
2.251 0.501 3.601 2.50
06119/2000-----10:21 AM
Actual Vacant Budget Plan Plan Positions
FTE Positions FTE FTE FTE wlin Final plan
Count FY99-00 99-00 00-01 01-02 (FY01-02}
3.00 1.00 4.00 4.00 4.00 1.00
3.00 1.00 4.00 4.00 4.00 1.00
4.00 0.00 4.00 4,00 4.00 0.00
14.00 2.00 16.00 16.00 16.00 2.00
15.50 2.00 17.50 17.50 17.50 2.00
33.60 4.00 37.50 37.50 37.50 4.00
8.00 1.00 9.00 9.00 9.00 1.00
8.00 1.00 9.00 9.00 9.00 1.00
9.75 0.50 10.25 10.25 10.25 0.50
9.75 0.50 10.25 10.25 10.25 0.50
2.00 0.00 2.00 2.00 2.00 o.oo
19.0Q 1.50 20.50 20.50 20.50 1.50
32.00 0.00 32.00 32.00 32.00 0.00
33.75 0.00 33.75 33.75 33.75 0.00
8.5Q -1.00 7.50 7.50 7.50 -1.00
0.00
95.25 0.50 95.75 95.75 95.75 0.50
3.00 0.00 3.00 3.00 3.00 0.00
31.25 4.00 35.25 35,25 35.25 4.00
37.00 -0.25 36.75 36,75 36.75 -0.25
71.25 3.75 75.00 75.00 75.00 3.75
18.50 -1.00 17.50 19.50 19.50 1.00
29.50 0.00 29.50 29.50 28.50 -1.00
2.00 1.00 3,00 2.00 2.00 0.00
9.00 1.00 10.00 9,25 9.25 0.25
32.50 0.83 33.33 34.33 34.33 1.83
39.00 0.33 39.33 37.33 37.33 -1.67
44.00 1.50 45.50 45.50 45.50 1,50
55.00 0.50 55.50 55.50 55.50 0.50
9.00 1.34 10.34 10.34 10.34 1.34
9.50 0.50 10.00 9.50 9.50 0.00
248.00 5.00 254.00 252.75 251.75 3.75
2.00 0.00 2,00 2.00 2.00 0.00
12.00 3.00 15.00 15.00 15,00 3.00
7.00 0.00 7.00 7.00 7,00 0.00
8.00 1.00 9.00 9.00 9.00 1.00
29.00 4.00 33.00 33.00 33.00 4.00
497.75 20.75 518.50 517.25 516.25 18.60
6.00
6.00
509.76
Pe rformance to 3-Year Staffing Plan
I
1 550~~~~~~~~~~~~~~~~~~~~~~~~-
I ]540-r-·-·-.-~~~~~~~~~~~~~~~~~~~~~~
......
-.
-----·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·
I 4 8 0 -1------1
I • FTE Headcount
-· • · -3 Year Staffing Plan
[470-+--r-.--~,.---.-------,---r--.---r-~~--.--1-o-----.-------,--~-.---,--.-------.-----.--,--,--,
I
I J A S 0 N D J F M A M J J A S 0 N D J F M A M J
I FY 98-99 I FY 99-00 I
I FA HR CO MM ITTEE Meeting Date To Bd. of Dir.
07/12/00 07/19/00
AGE NDA REPO RT Item Number Item Number
Orange County Sanitation District
FROM: Gary Streed, Director of Finance
Originator: Steve Kozak, Financial Manager
SUBJECT: TREASURER'S REPORT FOR THE MONTH OF JUNE 2000
GENERAL MANAGER'S RECOMMENDATION
Receive and file Treasurer's Report for the month of June 2000.
SUMMARY
Pacific Investment Management Co. (PIMCO), serves as the District's professional
external money manager, and Mellon Trust serves as the District's third-party custodian
bank for the investment program.
The District's Investment Policy, adopted by the Board, includes reporting requirements
as listed down the left most column of the attached PIMCO Monthly Report for the
"Liquid Operating Monies" and for the "Long-Term Operating Monies" portfolios. The
District's external money manager is operating in compliance with the requirements of
the District's Investment Policy. The District's portfolio contains no reverse repurchase
agreements.
Historical cost and current market values are shown as estimated by both PIMCO and
Mellon Trust. The District's portfolios are priced to market ("mark-to-market") as of the
last day of each reporting period. The slight differences in value are related to minor
variations in pricing assumptions by the valuation sources at the estimate date.
PROJECT/CONTRACT COST SUMMARY
None.
BUDGET IMPACT
D This item has been budgeted. D This item has been budgeted, but there are insufficient funds.
D This item has not been budgeted.
[gl Not applicable (information item)
llradon\dala1\wp.dtalfin\210\cranelFAHRIFahr2000\July\Treasure~s Report.doc
Revised: 8/20/98 Page 1
ADDITIONAL INFORMATION
Schedules are attached summarizing the detail for both the short-term and long-term
investment portfolios for the reporting period. In addition, a consolidated report of
posted investment portfolio transactions for the month is attached. The attached yield
analysis report is presented as a monitoring and reporting enhancement. In this report,
yield calculations based on book values and market values are shown for individual
holdings, as well as for each portfolio. Mellon Trust, the District's custodian bank, is the
source for these reports. Transactions that were pending settlement at month end may
not be reflected.
These reports accurately reflect all District investments and are in compliance with
California Government Code Section 53646 and the District's Investment Policy.
Sufficient liquidity and anticipated revenues are available to meet budgeted
expenditures for the next six months.
The table below details the book balances of the District's funds at month-end. A
graphical representation of month-end balances is shown by the attached bar chart.
Funds/Accounts
State of Calif. LAIF
Union Bank Checking Account
Union Bank Overnight Repurchase Agreement
PIMCO -Short-term Portfolio
PIMCO -Long-term Portfolio
District 11 GO Bond Fund 921
Debt Service Reserves @Trustees
Petty Cash
TOTAL
ALTERNATIVES
None.
CEQA FINDINGS
None.
ATTACHMENTS
1. Monthly Investment Reports
2. Monthly Transaction Report
llradonldala 1 lwp.dta\fin\21 O\crane\FAHR\Fahr2000\.July\Treasure~s Report.doc
Revised: 8/20/98
Book Balances Estimated
June 30, 2000 Yield(%)
$ 12,521,844 6.3
414,763 -
2,640,000 5.9
33,083,005 6.1
353,713,095 5.2
2,059 5.9
32,158,846 6.7
8,000 --
$434,541,612
Page2
Prepared by Finance, 07/11/2000, 2:52 PM
Monthl y Treas urer's Report
District Fu nd Balances
$450,000,000 -.----------------------------------
$400,000,000 -i-------~~M----~~~-------t~~j-------J:j
~~
$350,000,000 -t----rrrrrrnm-------1rll'U4!----f5J.~~---f+,:~~----1fAA~--~~m-----1
$1 00' 000' 000 -t-----1)(' )( )()( )( ~---IAA/'A A ·---:~"" .... ~Id----.-----rXX)()04--------r~>(X)<:X)4...---IV\At'V'>ll---l
$50, 000, 000 -t---iX x >~ xxi--------1"v'VV"'.,AJ-------r
Jan, 00 Feb, 00 Mar, 00
la PIMCO -Long-term
~Debt Service Reserves
£3 Bank Accts
El Dist 11 GO Bond Fund
G:\excel.dta\fin\2220\geggi\Finance\monthly treasurers report
Apr, 00
Ill PIMCO -Short-term
CDLAIF
ml Petty Cash
May, 00 June, 00
MONTHLY REPORT
ORANGE COUNTY SANITATION DISTRICT
INVESTMENT MANAGEMENT PROGRAM
PIMCO'S PERFORMANCE MONITORING & REPORTING
(for the month ending 30 June 2000)
Liquid Operating Monies (603)
15.1.1 PORTFOLIO COST AND MARKET VALUE Current Market Value Estimate:
• PIM CO • Mellon
Historical Cost:
• PIM CO
• Mellon
15.1.2 MODIFIED DURATION Of Portfolio:
Of Index:
15.1.3 1 % INTEREST RA TE CHANGE Dollar Impact (gain/loss) of 1 % Change:
15.1.4 REVERSE REPOS % of Portfolio in Reverse Repos:
(see attached schedule)
15.1.5 PORTFOLIO MATURITY % of Portfolio Maturing within 90 days:
15.1.6 PORTFOLIO QUALITY Average Portfolio Credit Quality:
15.1.7 SECURITIES BELOW "A" RATING % of Portfolio Below "A":
15.1.8 INVESTMENT POLICY COMPLIANCE "In Compliance"
15.1.9 PORTFOLIO PERFORMANCE Total Rate of Return(%) by
Period:
l Month:
3 Months:
12 Months:
Year-to-Date:
Commentary
$33,075,609
$33,083,005
$33,086,501
$33,088,796
0.30
0.20
$99,915
0%
55%
"AA+"
See Note
See Note
Portfolio
0.57
1.60
5.98
3.16
• Interest rates at the short-end of the yield curve rose in June (three-month I-Bills up 5 basis points to 5.86%), while the long-end posted decreases (30-yearTroas1,1ries down 21 basis points to 5.89%).
• The Liquid portfolio outperfonned its benchmark by I 0 basis points in May, and outperformed by 36 basis points year-to-date.
• PIMCO's emphasis on commercial paper added to returns.
Index
0.47
1.44
5.32
2.80
• NOTE: On June 15, S&P downgraded !CI Wilmington (a petrochemical finn) from A-to BBB+ due to a slower that expected pace of business improvement following their $8 billion debt-financed acquisition
of Unilever in 1998. An IC! Wilmington debenture, $1,000,000 par amount, 9.5% coupon, maturing on November 15, 2000, is held in the Liquid Operating Monies portfolio. The note comprises about 3% of
the $33 million portfolio. PIMCO's credit team has analyzed the ICI Wilmington credit and reported on July 7: "!CI has dramatically reduced its debt burden via asset sales and strategic partnerships (over $2
billion since 1998). We view IC! as a solid credit with an improving business profile. Therefore, we recommend that that the portfolio conlinues to hold this security until maturity."
H:\. \FINANCE\_, \REVISED L!Q0600JU'T
MONTHLY REPORT
ORANGE COUNTY SANITATION DISTRICT
INVESTMENT MANAGEMENT PROGRAM
PIMCO'S PERFORMANCE MONITORING & REPORTING
(for the month ending 30 June 2000)
Long-Term Operating Monies (203)
15.1.1 PORTFOLIO COST AND MARKET VALUE Current Market Value Estimate:
• PIM CO • Mellon
Historical Cost:
• PIM CO
• Mellon
15.1.2 MODIFIED DURATION Of Portfolio:
Of Index:
15.1.3 1 % INTEREST RA TE CHANGE Dollar Impact (gain/loss) of I% Change:
15.1.4 REVERSE REPOS % of Portfolio in Reverse Repos:
(see attached schedule)
15.1.5 PORTFOLIO MATURITY % of Portfolio Maturing within 90 days:
15.1.6 PORTFOLIO QUALITY Average Portfolio Credit Quality:
15.1.7 SECURITIES BELOW "A" RATING % of Portfolio Below "A":
15.1.8 INVESTMENT POLICY COMPLIANCE "In Compliance"
$354,203,602
$353,713,095
$354,343,291
$355,624,940
2.18
2.27
$7,809,543
0%
44%
"AA+"
0%
Yes
15.1.9 PORTFOLIO PERFORMANCE Total Rate of Return(%) by Portfolio Index Period:
1 Month:
3 Months:
12 Months:
Year-to-Date:
Commentary
•
•
V.'hile three-month yields rose during June (90-day T-Bills up 5 basis points to 5.86%) yields on longer maturities declined (5-year Treasury Notes down 34 basis points to 6.18%) .
The Long-Tenn portfolio underperfonned its benchmatk by I basis points in June, but has outperfonned by 58 basis points year-to-date .
• PIMCO's decision to underweight corporate notes detracted slightly from portfolio returns, as corporates outperfonned other sectors .
• PJMCO's emphasis on mortgage backed and asset backed securities added to relative returns .
H:\ \FINANCE\210\. \REVISED L-T0600.RP7'
1.31 1.32
1.90 1.69
5.43 4.57
3.56 2.98
OCSF0751l102
LIQUID OPER-PJMCO
PORTFOLIO DISTRIBUTION
CASH & CASH EQUIVALENTS
UNITED STATES
COMMERCIAL PAPER -DISCOUNT
FEDERAL HOME LOAN MORTGAGE -LESS
FNMA ISSUES -LESS THAN 1 YR
FED HM LOAN BNK -LESS THAN 1 YR
MUTUAL FUNDS
TOTAL UNITED STATES
TOTAL CASH & CASH EQUIVALENTS
FIXED INCOME SECURITIES
UNITED STA TES
U.S. GOVERNMENTS
ABS: CAR LOAN
BANKING & FINANCE
INDUSTRIAL
UTILITY -GAS
UTILITY -TELEPHONE
TOT AL UNITED STA TES
TOTAL FIXED INCOME SECURITIES
OTHER PORTFOLIO ASSETS
PAYABLES/RECEIVABLES
TOTAL
TOTAL OTHER PORTFOLIO ASSETS
NET PORTFOLIO ASSETS
Jl-Jul-2000 12:54:55
ORANGE COUNTY SANITATION DISTRICT
NET ASSET SECTOR SUMMARY
30-JUN-2000
COST MARKET VALUE
4,842,551.09 4,842,551.09
4,927,055.28 4,927,055.28
1,886,232.01 1,890,348.04
5,635,726.57 5,635,726.57
226,809.63 226,809.63
17,518,374.58 17,522,490.61
17,518,374.58 17 ,522,490.61
6,526, 781.25 6,551,556.00
905,913.00 900,027.00
6,206,942.05 6,198,708.60
922,860.00 908,838.00
495,845.00 496,710.00
512,080.00 504,675.00
15,570,421.30 15,560,514.60
15,570,421.30 15,560,514.60
229,929.06 229,929.06
229,929.06 229,929.06
229,929.06 229,929.06
33,318,724.94 33,312,934.27
%OF
TOTAL
14.54%
14.79%
5.67%
16.92%
0.68%
52.60%
52.60%
19.67%
2.70%
18.61%
2.73%
1.49%
1.51%
46.71%
46.71%
0.69%
0.69%
0.69%
100.00%
PAGE'.·
BASE:
j
USD
FINAL
UNREALIZED
GAIN/LOSS
0.00
0.00
4,116.03
0.00
0.00
4,116.03
4,116.03
24,774.75
-5,886.00
-8,233.45
-14,022.00
865.00
-7,405.00
-9,906.70
-9,906.70
0.00
0.00
0.00
-5,790.67
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 1
BASE: USD
NET ASSET SECTOR SUMMARY
OCSF07522202 30-JUN-2000 FINAL
LONG TERM OPER-P!MCO
%OF UNREALIZED
PORTFOLIO DISTRIBUTION COST MARKET VALUE TOTAL GAIN/LOSS
CASH & CASH EQUIVALENTS
RECEIVABLES 57,350.47 57,350.47 0.02% 0.00
PAYABLES -28, 109,531.25 -28, 109,531 .25 -7.86% 0.00
TOTAL -28,052, 180. 78 -28,052, 180. 78 -7.84% 0.00
UNITED STATES
COMMERCIAL PAPER-DISCOUNT 53,516,109.28 53,516,109.28 14.96% 0.00
FEDERAL HOME LOAN MORTGAGE -LESS 17,052,648.50 17,052,648.50 4.77% 0.00
FED HM LOAN BNK -LESS THAN 1 YR 13,014,672.00 13,014,672.00 3.64% 0.00
MUTUAL FUNDS 409,926.13 409,926.13 0.11 % 0.00
TOT AL UNITED ST A TES 83,993,355.91 83,993,355.91 23.48% 0.00
TOTAL CASH & CASH EQUIVALENTS 55,941,175.13 55,941,175.13 15.64% 0.00
FIXED INCOME SECURITIES
UNITED ST ATES
U.S. GOVERNMENTS 33, 752, 174.35 33,572,347.24 9.38% -179,827.11
U.S. AGENCIES 93,296, 764.69 92,976,113.94 25.99% -320,650. 75
GNMA SINGLE FAMILY POOLS 28, 109,531 .25 28,181,925.00 7.88% 72,393.75
GNMA MULTI FAMILY POOLS 14,415,905.32 14,369,303.14 4.02% -46,602.18
FHLMCPOOLS 8,722,659.48 8,522,255.49 2.38% -200,403.99
FHLMC MULTICLASS 7,600,976.96 7,432,035. I 6 2.08% -168,941.80
ASSET BACKED SECURITIES 25,749.86 25,685.50 0.01% -64.36
ABS: HOME EQUITY 304,301.41 302,874.24 0.08% -1,427.17
OTHER GOVERNMENT OBLIGATIONS 2,667,485.38 2,658,392.23 0.74% -9,093.15
MUTUAL FUNDS 1,000,000.00 990,780.00 0.28% -9,220.00
BANKING & FINANCE 76,414,938.01 75,998,669.44 21.24% -416,268.57
INDUSTRIAL 7,126,189.00 6,832,187.15 1.91% -294,001.85
UTILITY -ELECTRIC 8,096,080.00 7,921,840.00 2.21% -174,240.00
UTILITY -GAS 7,300,000.00 7,298,832.00 2.04% -1,168.00
UTILITY -TELEPHONE 7,497,255.00 7,334,925.00 2.05% -162,330.00
G. 0. CITY/MUNI 1,723,280.00 1,723,280.00 0.48% 0.00
HOSPITAL 1,630,474.05 1,630,474.05 0.46% 0.00
1 J-Ju/-2000 12:53:35 Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 2
BASE: USD
NET ASSET SECTOR SUMMARY
OCSF07522202 30-JUN-2000 FINAL
LONG TERM OPER-PIMCO
%OF UNREALIZED
PORTFOLIO DISTRIBUTION COST MARKET VALUE TOTAL GAIN/LOSS
TOTAL UNITED STATES 299,683, 764. 76 297,771,919.58 83.24% -1,911,845.18
TOTAL FIXED INCOME SECURITIES 299,683,764.76 297,771,919.58 83.24% -1,911,845.18
OTHER PORTFOLIO ASSETS
PAYABLES/RECEIVABLES 4,023,163.79 4,023,163.79 1.12% 0.00
TOTAL 4,023,163.79 4,023,163.79 1.12% 0.00
TOTAL OTHER PORTFOLIO ASSETS 4,023,163.79 4,023,163.79 1.12% 0.00
NET PORTFOLIO ASSETS 359,648,103.68 357, 736,258.50 100.00% -1,911,845.18
JJ-Jul-2000 12:53:35 Executive Workbench
YLDANAL YIELD ANALYSIS PAGE 1
OCSF07511102 2000/06/30 RUN DATE 07/07/00
DISTRICT: LIQUID OPERATING RUN TIME 13.38.55
=====~=======================================================================================================================
PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ % TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARKET VALUE % TOTAL ------------------------------------------------------------------------------------
CASH & CASH EQUIVALENTS
226,809.63 DREYFUS TREASURY CASH MGMT .ooo 6.220 AAA 100.000 226,809.63 1. 29
996085247 AAA 226,809.63 .69
9µ0,000.00 NATIONAL RURALDISC 6.293 .000 P-1 98.519 886,670.00 5.06
63743CG56 07/05/2000 886,670.00 2.68
1,400,000.00 FEDERAL NATL MTG ASSN DISC NT 6.494 .ooo P-1 99.018 1,386,246.94 7.91
313588846 MAT 08/09/2000 A-1+ 1,386,246.94 4.19
1,600,000.00 FEDERAL HOME LN BK CONS DISC 6.549 .ODO P-1 98.495 1,575,920.00 8.99
313384F20 MAT 09/08/2000 A-1+ 1,575,920.00 4.76
2,500,000.00 FEDERAL HOME LN MTG CORP DISC 6.561 .ooo P-1 98.457 2,461,419.44 14.04
313396F81 MAT 09/14/2000 A-1+ 2,461,419.44 7.44
505,000.00 FEDERAL NATL MTG ASSN DISC NT 6.565 .000 AAA 99.822 499,985.07 2.87
313588ZH1 MAT 07/13/2000 AAA 504, 101.10 1. 52
1,000,000.00 FEDERAL HOME LN MTG CORP DISC 6.590 .ooo P-1 98.486 984,856.67 5.62
313396G72 MAT 09/21/2000 A-1+ 984,856.67 2.98
500,000.00 HEINZ H J CO DISC 6.599 .ooo P-1 99 .110 495,549.17 2.82
42307JGA2 07/10/2000 495,549.17 1. 50
600,000.00 EASTMAN KODAK CO DISC 6 .628 .ooo P-1 98.817 592,904.17 3.38
27746AHP7 08/23/2000 592,904.17 1. 79
1,100,000.00 BECTON DICKINSON DISC 6.629 .ooo P-1 99.106 1,090,163.25 6.22
07588RGA7 07/10/2000 1,090,163.25 3.30
900,000.00 GOLDMAN SACHS LP DISC 6.656 .ooo P-1 99.012 891,103.50 5.08
38142TGH2 0717 /2000 891,103.50 2.69
1,500,000.00 FEDERAL HOME LN MTG CRP DISC N 6.676 .ooo P-1 98. 719 1,480,779.17 8.45
313396A45 MAT 08/01/2000 A-1+ 1,480,779.17 4.48
900,000.00 MOTOROLA INC DISC 6.693 .ooo P-1 98.462 886,161.00 5.05
62008AJL4 09/20/2000 886,161.00 2.68
4,109,000.00 FEDERAL NATL MTG ASSN DISC NTS 8.389 .ooo P-1 98.803 4,059,806.57 23.16
313588A62 MAT 08/03/2000 A-1+ 4,059,806.57 12.27
YLDANAL
OCSF07511102
DISTRICT: LIQUID OPERATING
YIELD ANALYSIS
2000/06/30
PAGE
RUN DATE
RUN TIME
2
07/07/00
13.38.55 =============================================================================================================================
PAR VALUE
SECURITY ID SECURITY DESCRIPTION
TOTAL CASH & CASH EQUIVALENTS
FIXED INCOME SECURITIES
6 1 600,000.00 U S TREASURY NOTES
9128274T6 04.000% 10/31/2000 DD 10/31/98
9001 000.00 FORD MTR CR MTN t TR 00538
345402YK1 7.020% 10/10/2000 DD 10/10/95
400,000.00 LEHMAN BROS HLDGS MTN TR 00252
52517PLH1 6.400% 08/30/2000 DD 09/26/97
9001 000.00 GENERAL HTRS CORP NTS
370442AH8 9.625% 12/01/2000 DD 12/01/90
150,000.00 HORGAN JP & CO MTN SR 00043
61697YBUO 6.125% 10/02/2000 DD 10/02/97
500,000.00 GTE CORP DEB
362320AQ6 9.375% 12/01/2000
475,000.00 FINOVA CAP CORP
319074AF9 6.375% 10/15/2000 DD 10/11/95
175,000.00 CIT GROUP HLDGS MTN t SR 00010
12560QAK5 5.625% 02/02/2001 DD 02/02/96
500,000.00 UGI UTILS INC MTN ITR 00006
90269QAF6 6.170% 03/06/2001 DD 03/06/99
l,000,000.00 ICI WILMINGTON INC GTD NT
449909AA9 9.500% 11/15/2000
1,000,000.00 ARISTAR INC SR NT
040420AT9 7.750% 06/15/2001 DD 07/07/94
1,000,000.00 FLEET/NORSTAR FINL GROUP INC
339019AD5 9.900% 06/15/2001 DD 06/24/91
575,000.00 FCC NATL BK DE MTN t TR 00284
30241NMV4 6.375% 03/15/2001 DD 03/14/96
YTH AT CURRENT MOODY MARKET
BOOK YIELD S-P PRICE
6.420 .176
5.205 4.030
6.312 1.020
6.353 6.408
6.425 9.531
6.430 6.139
6.669 9.288
6.820 6.476
6.962 5.687
6.999 6.211
7.344 9.439
7.346 7.752
7.365 9.673
7.426 6.411
AAA
AAA
A2
A
A3
A
A2
A
Al
AA
A2
A+
BAA2
BBB+
Al
A+
A3
A-
BAAl
BBB+
A3
A-
A3
A-
AA2
AA-
99.266
100.003
99.970
100.992
99.765
100.935
98.433
98.916
99.342
100.641
99.975
102.346
99.441
TOTAL COST/
MARKET VALUE
17,519,374.58
17,522,490.61
6,526, 781.25
6,551,556.00
905,913.00
900,027.00
400,216.00
399,480.00
922,860.00
908,839.00
149,625.00
149,647.50
512,090.00
504,675.00
473,031.25
467,556.75
173,383.00
173,103.00
495,845.00
496,710.00
1,008,480.00
1,006,410.00
1 1 0031930.00
999,750.00
1,024,020.00
1,023,460.00
570,262.00
571,795.75
% TYPE
% TOTAL
100.00
52.97
42.10
19.80
5.79
2.72
2.56
1.21
5.84
2.75
.96
.45
3.24
1.53
3.00
1. 41
1.11
.52
3.19
1. 50
6.46
3.04
6.42
3.02
6.57
3.09
3.67
1. 73
YLDANAL
OCSF07511102
DISTRICT: LIQUID OPERATING
YIELD ANALYSIS
2000/06/30
PAGE
RUN DATE
RUN TIME
3
07/07/00
13.38.55 =============================================================================================================================
PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ ' TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARKET VALUE ' TOTAL
~----------------------·---------------------------------------------------------------------
420,000.00 BANKAMERICA CORP SR NT 7.441 6.686 AA2 99.468 417,034.80 2.68
066050CJ2 6.650% 05/01/2001 DD 05/01/96 A+ 417,765.60 1.26
1,000,000.00 DONALDSON LUFKIN & JEN TROOOll 7.530 6.173 A3 98.975 987,060.00 6.36
25766CAL8 6 .110% 05/15/2001 DD 05/27/98 A-989,750.00 2 .99
------------------------------------------TOTAL FIXED INCOME SECURITIES 5.812 5,535 15 r 570 I 421. 30 100.00
15,560,514.60 47.02
-----------------------------------------TOTAL 6.061 3.340 33,088,795.88 100.00
33,083,005.21 100.00 =========
YLDANAL
OCSF07522202
DISTRICT: LONG-TERM OPERATING
YIELD ANALYSIS
2000/06/30
PAGE
RUN DATE
RUN TIME
4
07/07/00
13.38.55 =============================================================================================================================
PAR VALUE
SECURITY ID SECURITY DESCRIPTION
CASH & CASH EQUIVALENTS
409,926.13 DREYFUS TREASURY CASH MGMT
996085247
11,400,000.00 FLORIDA PWR CORP DISC
34110AGA5 07/10/2000
31700 1 000.00 PHARMACIA CORP DISC
71714JGS9 07/26/2000
13,2001 000.00 FEDERAL HOME LN BK CONS DISC
313384F79 MAT 09/13/2000
6,200 1 000.00 HEINZ H J CO DISC
42307JGKO 07/19/2000
7,800,000.00 GENERAL ELEC CAP DISC
36959HG50 07/05/2000
17 1 300,000.00 FEDERAL HOME LN MTG CORP DISC
313396F81 MAT 09/14/2000
51 600,000,00 WISCONSIN EL PWR DISC
97665RHF2 08/15/2000
5,6001000.00 ALUMINUM CO AMER DISC
02225AJ60 09/06/2000
1,000,000.00 ALUMINUM CO AMER DISC
02225AJL7 09/20/2000
12,8001 000,00 USAA CAP CORP DISC
90328AJJ3 09/18/2000
TOTAL CASH & CASH EQUIVALENTS
FIXED INCOME SECURITIES
317,133.80 FHLMC GROUP 178-6064
31348SWZ3 6.384% 01/01/2028 DD 12/01/97
YTM AT
BOOK
.000
6.550
6. 570
6.572
6.606
6.606
6 .610
6.626
6.665
6.680
6.686
6.527
.000
CURRENT MOODY MARKET
YIELD S-P PRICE
6.220
.000
.ooo
.ooo
.ooo
.ooo
.ooo
.ooo
.ooo
.ooo
.ooo
.058
6.482
AAA
AAA
P-1
P-1
A-1+
P-1
P-1
P-1
A-1+
WR
P-1
P-1
P-1
AAA
AAA
100.000
99.385
99.239
98.596
99.001
99.145
98.570
99.161
98.721
98.358
98.266
98.484
TOTAL COST/
MARKET VALUE
409,926.13
409,926.13
11,329,909.00
11,329,909.00
3,671,855.33
3,671,855.33
13,014,672.00
13,014,672.00
6,138,051.67
6,138,051.67
7,733,299.17
7,733,299.17
17,052,648.50
17,052,648.50
5,552,988.00
5,552,988.00
5,528,351.11
5,528,351.11
983,575.00
983,575.00
12,578,080.00
12,578,080.00
83,993,355.91
83,993,355.91
309,403.67
312,326,05
% TYPE
% TOTAL
.48
.11
13.48
2.97
4.37
.96
15.49
3.41
7.30
1.61
9.20
2.03
20.30
4.47
6.61
1.45
6.58
1.45
1.17
.26
14.97
3.29
100.00
22.01
.10
,08
YLDANAL YIELD ANALYSIS PAGE 5
OCSF07522202 2000/06/30 RUN DATE 07/07/00
DISTRICT: LONG-TERM OPERATING RUN TIME 13.38.55
========·==-=::::::=====~
PAR VALUE YTM AT CURRENT MOODY MARJ<ET TOTAL COST/ ' TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARJ<ET VALUE ' TOTAL ----------------------------~------------------·----------------------------------------------------
1,248,638.04 GNMA iI POOL f0080395 . 000 6.559 AAA 99.094 1,237,322.25 .41
36225CNM4 6.500% 04/20/2030 DD 04/01/00 AAA 1,237,325.38 .32
9,990,175.32 GNMA II POOL f080408X .ooo 6.559 AAA 99.094 9,888,712.60 3.32
36225CN28 6.500% 05/20/2030 DD 05/01/00 AAA 9,899,664.33 2.59
.oo U S TREASURY NOTES .000 .ooo AAA .ooo .oo .oo
9l28272L5 06.250% 02/28/2002 DD 02/28/97 AAA .oo .oo
8,765,308.00 US TREASURY INFLATION INDEX NT 3. 716 3.650 AAA 99.312 0,735,888.19 2.92
9128273A8 3.625% 07/15/2002 DD 07/15/97 AAA 8,705,002.68 2.28
24,852,650.00 US TREASURY INFLATION INDEX NT 3.824 3.519 AAA 95.906 24,005,826.16 0.00
9128272M3 3.375% 01/15/2007 DD 01/15/97 AAA 23,835,182.51 6.24
1,017,540.00 US TREASURY INFLATION INDEX NT 4.336 4.190 AAA 101.437 1,010,460.00 .34
9128275W8 4.250%001/15/2010 DD 01/15/00 AAA 1,032,162.05 .27
1,867,396.60 SALOMON SMITH BARNEY HLDGS INF 4.720 3.720 AA3 98.128 1,833,495.81 .61
79549BBG1 3.650% 02/14/2002 DD 02/14/97 A 1,832,438.94 .48
4,000,000.00 MORGAN STANLEY MTN fTR 00299 5.480 5.460 AA3 100 .000 3,997,788.00 1. 34
61745ENL1 FLTG RT 04/15/2002 DD 04/15/99 A+ 4,000,000.00 1.05
1,500,000.00 ASSOCIATES CORP N A SR NTS 5.650 6.649 AA3 97.759 1,543,215.00 .49
046003BY8 6.500% 07/15/2002 DD 07/11/97 A+ 1,466,385.00 .38
3,950,000.00 GMAC NTS 5.752 6.832 A2 100.425 3,918,768.50 1.33
370425QV5 FLTG RT 08/18/2003 DD 08/17/98 A 3,966,787.50 1.04
1,000,000.00 BELLER FINANCIAL INC NTS 5.760 5.893 A3 97.573 999,730.00 .32
42333HKJO 5.750% 09/25/2001 DD 09/25/98 A-975,730.00 .26
1,000,000.00 HOUSEHOLD FIN MTN SR 100570 5. 775 5.709 A2 100.617 999,188.90 .33
44181KZT4 FLTG RT 08/01/2001 DD 09/04/98 A 1,006,170.00 .26
2,005,000.00 SEARS ROEBUCK ACCEP CORP MTN 5.804 6. 719 A3 97.343 2,060,739.00 .65
81240QGW6 6 .540% 02/20/2003 DD 02/20/97 A-1,951,727.15 .51
3,000,000.00 SEARS ROEBUCK ACCEP CORP MTN 5.849 6.750 A3 98.218 3,073,170.00 .98
81240QJA1 6.630% 07/09/2002 DD 07/09/97 A-2,946,540.00 .11
2,000,000.00 BANKERS TR NY CORP GLOBAL NT 5.881 5.762 Al 100.572 1,992,800.00 .67
066365DW4 FLTG RT 05/11/2003 DD OS/11/98
I
A-2,011,440.00 .53
YLDANAL YIELD ANALYSIS PAGE 6
OCSF07522202 2000/06/30 RUN DATE 07/07/00
DISTRICT: LONG-TERM OPERATING RUN TIME 13.38.55
..... ---
PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ % TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARKET VALUE % TOTAL
-----~-----------------------------------------------------------------------·-------------------
329,610.00 FHLHC HULTICL MTG P/C 1574 E 5.912 5.930 99.500 329,146.48 .11
3133T02D5 5.900% 06/15/2017 327,961.95 .09
1,945,000.00 NEW JERSEY HLTH CARE SER B 5.942 5 .666 AAA 83.829 1,630,474.05 .54
64579ERMO 4.750% 07/01/2028 DD 12/01/98 AAA 1,630,474.05 .43
15,000,000.00 FEDERAL NATL MTG ASSN MTN 5.981 5.892 AAA 98.781 14,955,300.00 4.97
31364G2VO 5.820% 07/19/2001 DD 07/19/99 AAA 14,817,150.00 3.88
2,500,000.00 MERRILL LYNCH NOTES 5.995 6 .453 AA3 98.797 2,526,725.00 .82
59018SXP4 6.375% 10/01/2001 DD 10/03/97 AA-2,469,925.00 .65
2,000,000.00 MONTGOMERY ALA BMC SER B 6.001 5.803 AAA 86.164 1,723,280.00 .57
613041GH9 5,000% 11/15/2029 DD 12/01/98 AAA 1,723,280.00 .45
1,500,000.00 BELLSOUTH TELECOMMUNICATIONS 6.010 6.135 AA2 97.799 7,497,255.00 2.46
079867AX5 6,000% 06/15/2002 DD 06/15/98 AAA 7,334,925.00 1.92
2,673,228.65 STUDENT LN HKTG ASSN 98-2 Al 6.026 6,520 AAA 99.445 2,667,485.38 .89
78442GBA3 FLTG RT 04/25/2007 DD 06/18/98 AAA 2,658,392.23 .70
12,500,000.00 FEDERAL HOME LN MTG CORP DEBS 6.062 6.056 AAA 99.075 12,485,625.00 4.15
3134A3ZM1 6,000% 07/20/2001 DD 07/20/99 AAA 12,384,375.00 3.24
2,000,000.00 BANKBOSTON CORP SR NTS 6.133 6.275 A2 97.603 1,999,600.00 .65
06605TAL6 6.125% 03/15/2002 DD 03/12/99 A 1,952,060.00 .51
3,500,000.00 CHRYSLER FINL LLC MTN fTR00615 6 .154 6.141 Al 100.046 3,498,635.00 1.17
17120QE80 FLTG RT 08/08/2002 DD 04/08/98 A+ 3,501,610.00 .92
1,700,000.00 MORGAN STANLEY MTN fTR 00311 6.180 6.501 AA3 99.984 1,699,517.20 .57
61745ENY3 FLTG RT 01/28/2002 DD 01/27/00 AA-1,699,728.00 .45
25,749.87 FIFTH THIRD BK AUTO TR 96A CLA 6.200 6.216 AAA 99.750 25,749.86 .oo
31677EAA4 6.200% 09/01/2001 DD 03/15/96 25,685.50 .01
1,000,000.00 POPULAR INC MTN fTR 00004 6.201 6.258 A3 99.078 1,000,000.00 .33
73317PAD1 6.200% 04/30/2001 DD 04/21/99 BBB+ 990,780.00 .26
2,372,526.00 FHLMC MULTICLASS CTF 2146 QT 6. 207 6.164 AAA 97.343 2,330,636.10 • 77
3133TKKU3 6.000% 11/15/2011 AAA 2,309,487.98 .60
2,000,000.00 FORD MTR CR CO TERM ENHANCED 6.221 6.214 A2 99.937 1,998,613.60 .67
345397SC8 FLTG RT 08/27/2006 DD 08/27/98 A 1,998,740.00 .52
YLDANAL YIELD ANALYSIS PAGE 7
OCSF07522202 2000/06/30 RUN DATE : 07/07/00
DISTRICT: LONG-TERM OPERATING RUN TIME I 13.38.55
=====:--======
PAR VALUE YTM AT CURRENT MOODY MARI<ET TOTAL COST/ % TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARI<ET VALUE % TOTAL
----------~----------------------------------------------------·--------------·---·----------------
3,000,000.00 CONSOLIDATED EDISON N Y DEBS 6 .271 6.177 Al 100.066 2,994,300.00 1.00
209111CU5 FLTG RT 06/15/2002 DD 06/20/97 A+ 3,001,980.00 .79
304 I 301. 41 GREEN TREE CORP 99-D CL A-1 6.290 6.320 AAA 99.531 304, 301.41 .10
3935052Y7 6.290% 10/15/2013 DD 08/26/99 AAA 302,874.24 .oe
4,500,000.00 FEDERAL NATL MTG ASSN MTN 6.291 6.306 AAA 98.797 4,488,705.00 1. 49
31364CXV5 6.230% 03/01/2002 DD 03/03/97 AAA 4,445,865.00 1.16
3,000,000.00 HELLER FINL MTN ITR 00246 6.300 6.339 A3 99.390 3,000,000.00 1.00
42333BLF7 FLTG RT 04/28/2003 DD 04/27/99 A-2,981,700.00 .78
3,000,000.00 GENERAL MTRS ACCEP ITR 00562 6.303 6 ,279 A2 99.687 2,996,430.00 1.00
37042WZKO FLTG RT 02/14/2003 DD 02/14/00 A 2,990,610.00 .78
2,937,094.18 FHLMC MULTICLASS CTF E3 A 6.316 6,330 AAA 98.202 2,940,306.38 .96
3133TCE95 VAR RT 08/15/2032 AAA 2,884,285.23 .76
2,617,909.90 GNMA GTD REMIC TR 2000-9 FD 6.320 6.317 AAA 100.051 2,617,909.90 .87
3837B4NX9 VAR RT 02/16/2030 AAA 2,619,245.03 .69
2,000,000.00 BEAR STEARNS COS INC 6.330 6.933 A2 97.362 2,031,960.00 .65
073902AH1 6.750% 04/15/2003 A 1,947,240.00 .51
3,000,000.00 FORD MTR CR CO GLOBAL LANDMARI< 6.350 6.976 A2 99.875 3,000,000.00 1.00
345397SRS FLTG RT 03/17/2003 DD 03/16/00 A 2,996,250.00 .78
2,000,000.00 FORD MTR CR CO GLOBAL NTS 6.351 6.866 A2 99.687 1,992,580.00 .66
345397RV7 FLTG RT 02/13/2003 DD 02/13/98 A 1,993,740.00 .52
3,000,000.00 GMAC MTN FLTG RT 6.389 7.129 A2 100.328 3,010,830.00 1.01
37042WVR9 12/17/2001 DD 12/15/98 A 3,009,840.00 .79
4,000,000.00 HOUSEHOLD FIN CO MTN 6 .440 6.425 A2 100,239 4,000,000.00 1. 34
44181KZA5 FLTG RT 06/24/2003 DD 06/24/98 A 4,009,560.00 1.05
2,000,000.00 FHLMC MULTICLASS CTF Tll A6 6. 496 6.805 AAA 95.515 2,ooo,8B8.00 .64
3133TDPV2 6.500% 09/25/2018 AAA 1,910,300.00 .50
2,000,000.00 BELLER FINANCIAL INC NTS 6.507 6.472 A3 100.546 2,000,000.00 .67
423328BK8 FLTG RT 06/25/2001 DD 06/25/99 A-2,010,920.00 .53
2,446,824.45 FHLMC MULTICLASS CTF SER 1620Z 6.517 7.348 AAA 81.651 2,290,684.51 .67
3133Tl7A4 6.000% 11/15/2023 DD 11/01/93 AAA 1,997,856.63 .52
YLDANAL YIELD ANALYSIS PAGE 8
OCSF07522202 2000/06/30 RUN DATE 07/07/00
DISTRICT: LONG-TERM OPERATING RUN TIME 13.38.55 =============================================================================================================================
PAR VALUE YTM AT CURRENT MOODY MARXET TOTAL COST/ ' TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARKET VALUE ' TOTAL
----------------------------------------~---·~ ---------------------------------------------------
5,000,000.00 SALOMON SB HLDGS MTN 6.625 6,635 AA3 99.843 5,000,000.00 1. 67
79548EEE8 FLTG RT 04/28/2003 DD 04/28/00 A 4,992,150.00 1. 31
8,283,821.12 FHLMC GROUP tG5-0476 6.628 7.063 AAA 99.108 8,413,255.81 2.75
3128DDQ55 7.000\ 02/01/2003 DD 02/01/98 AAA 8,209,929.44 2.15
2,300,000.00 LEHMAN BROS HLDGS MTN TR 00333 6.672 7.593 A3 101.134 2,322,379.00 .78
52517PPW5 FLTG RT 04/01/2002 DD 03/29/99 A 2,326,082.00 .61
5,000,000.00 LEHMAN BROS HLDGS MTN 6.674 6.665 A3 100.125 5,000,000.00 1.68
52517PQQ7 FLTG RT 12/12/2002 DD 12/07/99 A 5,006,250.00 1. 31
1,861,933.53 GNMA II POOL f080088M 6.705 6.372 AAA 100.047 1,902,663.33 .62
36225CC20 VAR RT 06/20/2027 DD 06/01/97 AAA 1,862,808.64 .49
10,500,000.00 FEDERAL HOME LN MTG CORP DEBS 6. 711 6.515 AAA 96.703 10,323,075.00 3.40
3134A3TCO 6.300% 06/01/2004 DD 06/01/99 AAA 10,153,815.00 2.66
2,000,000.00 MARSH & MCLENNAN COS INC SR NT 6. 717 6.851 A2 96.696 1,992,280.00 .64
571748AB8 6.625% 06/15/2004 DD 06/14/99 AA-1,933,920.00 .51
6,250,000.00 COMMIT TO PUR GNMA SF MTG 6.724 6.515 AAA 92.094 5,742,187.50 1.93
01N060676 6.000% 07/15/2030 AAA 5,755,875.00 1. 51
3,000,000.00 FORD MTR CR CO GLOBAL LANDMARK 6.739 6.915 A2 96.886 2,995,080.00 .97
345397SJ3 6.700% 07/16/2004 DD 07/16/99 A+ 2,906,580.00 .76
900,000,00 FEDERAL HOME LN BK CONS BDS 6. 777 6. 771 AAA 99.687 899,550.00 ,30
3133MAQJ1 6.750\ 02/01/2002 DD 02/01/00 AAA 897,183,00 .24
2,500,000.00 COUNTRYWIDE HOME LNS INC NT 6.866 7 .119 A3 96.225 2,498,400.00 .so
22237UAB8 6.850% 06/15/2004 DD 06/24/99 A 2,405,625.00 .63
7,300,000.00 ONEOK INC NEW NT 6.960 6.961 A2 99.984 7,300,000.00 2.45
682680AJ2 FLTG RT 04/24/2002 DD 04/24/00 A 7,298,832.00 1.91
1,364,605.85 GNMA II POOL 10080023 6.992 1.100 AAA 100.359 1,387,207.14 ,45
36225CAZ9 7 .125% 12/20/2026 DD 12/01/96 AAA 1,369,504.79 .36
2,000,000.00 GNMA GTD REMIC TR 2000-2 PA 7.014 7.047 AAA 99.329 1,996,875.00 .66
3837H3C70 7.000% 12/20/2022 AAA 1,986,580.00 .52
21,500,000.00 COMMIT TO PUR GNMA SF MTG 7.025 6.849 AAA 94.906 20,351,093.75 6.85
01N062672 6.500\ 07/15/2030 AAA 20,404,790.00 5.34
YLDANAL YIELD ANALYSIS PAGE 9
OCSF07522202 • 2000/06/30 RUN DATE 07/07/00
DISTRICT: LONG-TERM OPERATING RUN TIME 13.38.55
~~----------~---~-~--------
PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ % TYPE
SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARKET VALUE % TOTAL ------------------------------------------------------------------------------------------------------
1,000,000.00 OLD KENT BK MTN SB 00001 7.084 7.108 A2 99.656 1,000,000.00 2.34
67982XAA6 VAR RT 11/01/2005 DD 04/28/00 A-6,975,920.00 1.83
2,100,000.00 FEDERAL NATL MTG ASSN DEBS 7.113 6.858 AAA 96.609 2,030,133.00 .68
31359MEY5 6.625% 09/15/2009 DD 09/01/99 AAA 2,028,789.00 .53
2,000,000.00 LONG ISLAND LTG CO DEB 7.512 8.627 BAA3 95.045 2,151,250.00 .63
542671CT7 8.200% 03/15/2023 DO 03/28/93 A-1,900,900.00 .so
1,314,066.19 GREYSTONE SVCNG CORP FHA 195-7 7.564 7.540 AAA 98.539 1,294,868.50 .43
39810fAE4 7.430% 06/01/2003 DD 02/29/00 AAA 1,294,868.50 .34
1,000,000.00 FORD MOTOR CR CO NT 7.582 6.997 A2 96.466 965,170.00 .32
345397GV9 6.750% 05/15/2005 A 964,660.00 .25
974,043.79 WNP/HUNTOON PAIGE f000-11150 7.684 7.667 AAA 97.828 952,888.78 .32
302998GE3 7.500% 12/01/2030 00 10/21/99 AAA 952,888.78 .25
3,000,000.00 PACIFICORP SECO MTN tTR 00115 7.709 7.254 A2 100.632 2,950,530.00 1.01
69512EEU5 7.300% 10/22/2004 00 10/22/92 A 3,018,960.00 .79
42,200,000.00 FEDERAL NATL MTG ASSN MTN 7.724 6.962 AAA 93.359 38,961,150.00 13.23
31364GYJ2 6.500% 03/12/2009 OD 03/12/99 AAA 39,397,498.00 10.32
2,000,000.00 COMMIT TO PUR GNMA SF MTG 7.869 7.916 AAA 101. 063 2,016,250.00 .67
01N080674 8.000% 07/15/2030 AAA 2,021,260.00 .53
1,600,000.00 ALLSTATE CORP SR NT 7.967 7.872 Al 100.033 1,594,032.00 .53
020002AL5 7.875% 05/01/2005 OD 05/01/00 A+ 1,600,528.00 .42
-------------------------------------------
TOTAL FIXED INCOME SECURITIES 5.181 5.732 299,683,764.76 100.00
297,771,919.58 78.00
------------------------------------------TOTAL 5.244 5.467 383,677,120.67 100.00
381,765,275.49 100.00 ================= ==~--=
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
Ol-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
TRADE DATE/
SETTLDATE/
COMPLDATE
RECEIPTS AND DISBURSEMENT TRANSACTIONS
OTHER ADMINISTRATIVE EXPENSES
LIQUID OPER-PIMCO
0.00 FED WIRE FEES FOR MAY 06-Jun-2000
NA9123459
cw 06-Jun-2000
LONG TERM OPER-PIMCO
0.00 FED WIRE FEES FOR MAY 06-Jun-2000
NA9123459
cw 06-Jun-2000
PURCHASES
CASH & CASH EQUIVALENTS
LIQUID OPER-PIMCO
66,750.01 DREYFUS TREASURY CASH MGMT 01-Jun-2000
996085247 01-Jun-2000
B
LIQUID OPER-PIMCO
66,750.01 DREYFUS TREASURY CASH MGMT Ol-Jun-2000
996085247 01-Jun-2000
FC 0 l-Jun-2000
LONG TERM OPER-PIMCO
362,491.32 DREYFUS TREASURY CASH MGMT Ol-Jun-2000
996085247 01-Jun-2000
B
JJ-Jul-2000 12:37:41
.
PAGE: 1
AMOUNT/
COST/
GAIN/LOSS
-16.15
0.00
0.00
-7.65
0.00
0.00
-66,750.01
66,750.01
0.00
-66,750.01
0.00
0.00
-362,491.32
362,491.32
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 2
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
362,491.32 DREYFUS TREASURY CASH MGMT 01-Jun-2000 -362,491.32
996085247 01-Jun-2000 0.00
FC Ol-Jun-2000 0.00
LIQUID OPER-PIMCO
609.02 DREYFUS TREASURY CASH MGMT 02-Jun-2000 -609.02
996085247 02-Jun-2000 609.02
B 0.00
LIQUID OPER-PIMCO
609.02 DREYFUS TREASURY CASH MGMT 02-Jun-2000 -609.02
996085247 02-Jun-2000 0.00
FC 02-Jun-2000 0.00
LONG TERM OPER-PIMCO
2,300.07 DREYFUS TREASURY CASH MGMT 02-Jun-2000 -2,300.07
996085247 02-Jun-2000 2,300.07
B 0.00
LONG TERM OPER-PIMCO
2,300.07 DREYFUS TREASURY CASH MGMT 02-Jun-2000 -2,300.07
996085247 02-Jun-2000 0.00
FC 02-Jun-2000 0.00
LONG TERM OPER-PIMCO
11,400,000.00 FLORIDA PWR CORP DISC 06-Jun-2000 -11,329,909.00
341 IOAGA5 07/10/2000 06-Jun-2000 11,329,909.00
B BANC ONE CAP MKTS INC, COLUM 0.00
LONG TERM OPER-PIMCO
11,400,000.00 FLORIDA PWR CORP DISC 06-Jun-2000 -11,329,909.00
34110AGA5 07/10/2000 06-Jun-2000 0.00
FC BANC ONE CAP MKTS INC, COLUM 06-Jun-2000 0.00
JJ-Jul-2000 12:37:41 Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 3
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOL/DATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
84,554.17 DREYFUS TREASURY CASH MGMT l 2-Jun-2000 -84,554.17
996085247 I 2-Jun-2000 84,554.17
B 0.00
LONG TERM OPER-PIMCO
84,554.17 DREYFUS TREASURY CASH MGMT 12-Jun-2000 -84,554.17
996085247 12-Jun-2000 0.00
FC 12-Jun-2000 0.00
LIQUID OPER-PIMCO
1,300,000.00 FEDERAL NATL MTG ASSN DISC N 12-Jun-2000 -1,287,944.67
313588A62 MAT 08/03/2000 l 2-Jun-2000 1,287,944.67
B MERRILL LYNCH PIERCE FENNER 0.00
LIQUID OPER-PIMCO
1,300,000.00 FEDERAL NATL MTG ASSN DISC N 12-Jun-2000 -1,287,944.67
313588A62 MAT 08/03/2000 12-Jun-2000 0.00
FC MERRILL LYNCH PIERCE FENNER I 2-Jun-2000 0.00
LONG TERM OPER-PIMCO
1,200,000.00 DU PONT DE DE MOUR DISC 13-Jun-2000 -1,198,062.00
26354AFN9 06/22/2000 13-Jun-2000 1,198,062.00
B CREDIT SUISSE FIRST BOSTON C 0.00
LONG TERM OPER-PIMCO
1,200,000.00 DU PONT DE DE MOUR DISC 13-Jun-2000 -1, 198,062.00
26354AFN9 06/22/2000 l 3-Jun-2000 0.00
FC CREDIT SUISSE FIRST BOSTON C l 3-Jun-2000 0.00
LONG TERM OPER-PIMCO
28,144.67 DREYFUS TREASURY CASH MGMT 14-Jun-2000 -28, 144.67
996085247 14-Jun-2000 28,144.67
B 0.00
1 l-Jul-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
28,144.67
996085247
FC
3, 700,000.00
71714JGS9
B
3, 700,000.00
71714JGS9
FC
12,800,000.00
90328AJJ3
B
12,800,000.00
90328AJJ3
FC
2,318.89
996085247
B
2,318.89
996085247
FC
J J-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
PHARMACIA CORP DISC
07/26/2000
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
PHARMACIA CORP DISC
0712612000
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
USAA CAP CORP DISC
09/18/2000
MERRILL LYNCH PIERCE FENNER
LONG TERM OPER-PIMCO
USAA CAP CORP DISC
09/18/2000
MERRILL LYNCH PIERCE FENNER
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
TRADE DATE/
SETTLDATE/
COMPLDATE
14-Jun-2000
14-Jun-2000
14-Jun-2000
I 4-Jun-2000
I 4-Jun-2000
14-Jun-2000
14-Jun-2000
14-Jun-2000
I 4-Jun-2000
15-Jun-2000
14-Jun-2000
15-Jun-2000
15-Jun-2000
15-Jun-2000
15-Jun-2000
I 5-Jun-2000
15-Jun-2000
15-Jun-2000
ii PAGE: 4
AMOUNT/
COST/
GAIN/LOSS
-28,144.67
0.00
0.00
-3,671,855.33
3,671,855.33
0.00
-3,671,855.33
0.00
0.00
-12,578,080.00
12,578,080.00
0.00
-12,578,080.00
0.00
0.00
-2,318.89
2,318.89
0.00
-2,318.89
0.00
0.00
Executive Workbench
OCSGOOOJ 0000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
627,607.04
996085247
B
627,607.04
996085247
FC
6.50
996087094
B
1,400,000.00
313588B46
B
1,400,000.00
313588B46
FC
6.50
996085247
B
6.50
996085247
.FC
JJ-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
BSDT-LATE MONEY DEPOSIT ACCT
LIQUID OPER-PIMCO
FEDERAL NATL MTG ASSN DISC N
MAT 08/09/2000
LEHMAN GOVT SECS INC, NY
LIQUID OPER-PIMCO
FEDERAL NATL MTG ASSN DISC N
MAT 08/09/2000
LEHMAN GOVT SECS INC, NY
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
TRADE DATE/
SETTLDATE/
COMPLDATE
15-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
l 5-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
15-Jun-2000
15-Jun-2000
15-Jun-2000
I 5-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
PAGE: 5
AMOUNT/
COST/
GAIN/LOSS
-627,607.04
627,607.04
0.00
-627,607.04
0.00
0.00
-6.50
6.50
0.00
-1,386,246.94
1,386,246.94
0.00
-1,386,246.94
0.00
0.00
-6.50
6.50
0.00
-6.50
0.00
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
24,080.00
996085247
B
24,080.00
996085247
FC
1,600,000.00
313384F20
B
1,600,000.00
313384F20
FC
7,095.83
996085247
B
7,095.83
996085247
FC
162,063.08
996085247
B
11-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LIQUID OPER-PIMCO
FEDERAL HOME LN BK CONS DISC
MAT 09/08/2000
CREDIT SUISSE FIRST BOSTON C
LIQUID OPER-PIMCO
FEDERAL HOME LN BK CONS DISC
MAT 09/08/2000
CREDIT SUISSE FIRST BOSTON C
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
TRADE DATE/
SETTLDATE/
COMPLDATE
16-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
l 6-Jun-2000
16-Jun-2000
16-Jun-2000
16-Jun-2000
19-Jun-2000
19-Jun-2000
l 9-Jun-2000
19-Jun-2000
19-Jun-2000
19-Jun-2000
l 9-Jun-2000
PAGE: 6
AMOUNT/
COST/
GAIN/LOSS
-24,080.00
24,080.00
0.00
-24,080.00
0.00
0.00
-1,575,920.00
1,575,920.00
0.00
-1,575,920.00
0.00
0.00
-7,095.83
7,095.83
0.00
-7,095.83
0.00
0.00
-162,063.08
162,063.08
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 7
PORTFOLIO DETAIL
OCSGOOOJOOOO 01-JUN-2000 -30-JUN-2000
OCSD-CONSOL/DATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
162,063.08 DREYFUS TREASURY CASH MGMT I 9-Jun-2000 -162,063.08
996085247 I 9-Jun-2000 0.00
FC 19-Jun-2000 0.00
LIQUID OPER-PIMCO
600,000.00 EASTMAN KODAK CO DISC 19-Jun-2000 -592,904.17
27746AHP7 08/23/2000 I 9-Jun-2000 592,904.17
B CREDIT SUISSE FIRST BOSTON C 0.00
LIQUID OPER-PIMCO
600,000.00 EASTMAN KODAK CO DISC 19-Jun-2000 -592,904.17
27746AHP7 08/23/2000 I 9-Jun-2000 0.00
FC CREDIT SUISSE FIRST BOSTON C 19-Jun-2000 0.00
LIQUID OPER-PIMCO
38,580.56 DREYFUS TREASURY CASH MGMT 20-Jun-2000 -38,580.56
996085247 20-Jun-2000 38,580.56
B 0.00
LIQUID OPER-PIMCO
38,580.56 DREYFUS TREASURY CASH MGMT 20-Jun-2000 -38,580.56
996085247 20-Jun-2000 0.00
FC 20-Jun-2000 0.00
LIQUID OPER-PIMCO
2,500,000.00 FEDERAL HOME LN MTG CORP DIS 20-Jun-2000 -2,461,419.44
313396F81 MAT 09/14/2000 20-Jun-2000 2,461,419.44
B LEHMAN GOVT SECS INC, NY 0.00
LIQUID OPER-PIMCO
2,500,000.00 FEDERAL HOME LN MTG CORP DIS 20-Jun-2000 -2,461,419.44
313396F81 MAT 09/1412000 20-Jun-2000 0.00
FC LEHMAN GOVT SECS INC, NY 20-Jun-2000 0.00
Jl-Jul-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSQLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
22,832.64
996085247
B
22,832.64
996085247
FC
1,100,000.00
313396F81
B
I, 100,000.00
313396F81
FC
1,000,000.00
02225AJL7
B
1,000,000.00
02225AJL7
FC
26,672,276.09
996085247
B
ll-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 09/14/2000
MORGAN JP SECS -FIXED INCO
LONG TERM OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 09/14/2000
MORGAN J P SECS -FIXED INCO
LONG TERM OPER-PIMCO
ALUMINUM CO AMER DISC
09/20/2000
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
ALUMINUM CO AMER DISC
09/20/2000
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
TRADE DATE/
SETTLDATE/
COMPLDATE
2 l-Jun-2000
2 l-Jun-2000
21-Jun-2000
2 l-Jun-2000
21-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
26-Jun-2000
26-Jun-2000
PAGE: 8
AMOUNT/
COST/
GAIN/LOSS
-22,832.64
22,832.64
0.00
-22,832.64
0.00
0.00
-1,083,368.00
1,083,368.00
0.00
-1,083,368.00
0.00
0.00
-983,575.00
983,575.00
0.00
-983,575.00
0.00
0.00
-26,672,276.09
26,672,276.09
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE~· 9
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLJDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
26,672,276.09 DREYFUS TREASURY CASH MGMT 26-Jun-2000 -26,672,276.09
996085247 26-Jun-2000 0.00
FC 26-Jun-2000 0.00
LONG TERM OPER-PIMCO
13,200,000.00 FEDERAL HOME LN BK CONS DISC 27-Jun-2000 -13,014,672.00
313384F79 MAT 0911312000 27-Jun-2000 13,014,672.00
B LEHMAN GOVT SECS INC, NY 0.00
LONG TERM OPER-PIMCO
13,200,000.00 FEDERAL HOME LN BK CONS DISC 27-Jun-2000 -13,014,672.00
313384F79 MAT 09/13/2000 27-Jun-2000 0.00
FC LEHMAN GOVT SECS INC, NY 27-Jun-2000 0.00
LONG TERM OPER-PIMCO
16,200,000.00 FEDERAL HOME LN MTG CORP DIS 27-Jun-2000 -15,969,280.50
3 l3396F81 MAT 09/14/2000 27-Jun-2000 15,969,280.50
B MORGAN JP SECS -FIXED INCO 0.00
LONG TERM OPER-PIMCO
16,200,000.00 FEDERAL HOME LN MTG CORP DIS 27-Jun-2000 -15,969,280.50
313396F81 MAT 09/14/2000 27-Jun-2000 0.00
FC MORGAN J P SECS -FIXED INCO 27-Jun-2000 0.00
LONG TERM OPER-PIMCO
5,600,000.00 ALUMINUM CO AMER DISC 27-Jun-2000 -5,528,351.11
02225AJ60 0910612000 28-Jun-2000 5,528,351.11
B CREDIT SUISSE FIRST BOSTON C 0.00
LONG TERM OPER-PIMCO
5,600,000.00 ALUMINUM CO AMER DISC 27-Jun-2000 -5,528,351.11
02225AJ60 09/06/2000 28-Jun-2000 0.00
FC CREDIT SUISSE FIRST BOSTON C 28-Jun-2000 0.00
ll-Jul-2000 12:37:41 Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: JO
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LIQUID OPER-PIMCO
13,839.00 DREYFUS TREASURY CASH MGMT 28-Jun-2000 -13,839.00
996085247 28-Jun-2000 13,839.00
B 0.00
LIQUID OPER-PIMCO
13,839.00 DREYFUS TREASURY CASH MGMT 28-Jun-2000 -13,839.00
996085247 28-Jun-2000 0.00
FC 28-Jun-2000 0.00
LIQUID OPER-PIMCO
900,000.00 MOTOROLA INC DISC 28-Jun-2000 -886, 161. 00
62008AJL4 0912012000 28-Jun-2000 886,161.00
B MORGAN STANLEY & CO INC, NY 0.00
LIQUID OPER-PIMCO
900,000.00 MOTOROLA INC DISC 28-Jun-2000 -886, 161.00
62008AJL4 0912012000 28-Jun-2000 0.00
FC MORGAN STANLEY & CO INC, NY 28-Jun-2000 0.00
LIQUID OPER-PIMCO
15,143.33 DREYFUS TREASURY CASH MGMT 29-Jun-2000 -15,143.33
996085247 29-Jun-2000 15,143.33
B 0.00
LIQUID OPER-PIMCO
15, 143.33 DREYFUS TREASURY CASH MGMT 29-Jun-2000 -15, 143.33
996085247 29-Jun-2000 0.00
FC 29-Jun-2000 0.00
LIQUID OPER-PIMCO
1,000,000.00 FEDERAL HOME LN MTG CORP DIS 29-Jun-2000 -984,856.67
313396G72 MAT 09/21/2000 29-Jun-2000 984,856.67
B MORGAN STANLEY & CO INC, NY 0.00
11-Jul-2000 12:37:41 Executive Wol'khench
OCSGOOO I 0000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
1,000,000.00
313396G72
FC
5,600,000.00
97665RHF2
B
5,600,000.00
97665RHF2
FC
47,041.23
996085247
B
47,041.23
996085247
FC
FIXED INCOME SECURITIES
2,000,000.00
01N080666
FC
I 1,000,000.00
01N062664
FC
ll-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 09/21/2000
MORGAN STANLEY & CO INC, NY
LONG TERM OPER-PIMCO
WISCONSIN EL PWR DISC
08/15/2000
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
WISCONSIN EL PWR DISC
08/15/2000
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
COMMIT TO PUR GHMA SF MTG
8.000% 0611512030
BEAR STEARNS & CO INC, NY
LONG TERM OPER-PIMCO
COMMIT TO PUR GNMA SF MTG
6.500% 06/15/2029
BEAR STEARNS & CO INC, NY
TRADE DATE/
SETTLDATE/
COMPLDATE
29-Jun-2000
29-Jun-2000
29-Jun-2000
29-Jun-2000
30-Jun-2000
29-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
03-May-2000
22-Jun-2000
22-Jun-2000
08-May-2000
22-Jun-2000
22-Jun-2000
PAGff 11
AMOUNT/
COST/
GAIN/LOSS
-984,856.67
0.00
0.00
-5,552,988.00
5,552,988.00
0.00
-5,552,988.00
0.00
0.00
-47,041.23
47,041.23
0.00
-47,041.23
0.00
0.00
-1,997,500.00
0.00
0.00
-10,144,062.50
0.00
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 12
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
I 0,500,000.00 COMMIT TO PUR GNMA SF MTG 15-May-2000 -9,673, 125.00
01N062664 6.500% 06/15/2029 22-Jun-2000 0.00
FC MERRILL LYNCH PIERCE FENNER 22-Jun-2000 0.00
LONG TERM OPER-PIMCO
6,250,000.00 COMMIT TO PUR GNMA SF MTG I 6-May-2000 -5,605,468. 75
OIN060668 6.000% 06/15/2029 22-Jun-2000 0.00
FC GOLDMAN SACHS & CO, NY 23-Jun-2000 0.00
LIQUID OPER-PIMCO
1,000,000.00 ICI WILMINGTON INC GTD NT 12-Jun-2000 -1,008,480.00
449909AA8 9.500% 11/15/2000 I 5-Jun-2000 1,008,480.00
B GOLDMAN SACHS & CO, NY 0.00
LIQUID OPER-PIMCO
l,000,000.00 ICI WILMINGTON INC GTD NT l 2-Jun-2000 -7,916.67
449909AA8 9.500% 11/15/2000 15-Jun-2000 0.00
IB 0.00
LIQUID OPER-PIMCO
1,000,000.00 ICI WILMINGTON INC GTD NT 12-Jun-2000 -1,016,396.67
449909AA8 9.500% 11115/2000 15-Jun-2000 0.00
FC GOLDMAN SACHS & CO, NY l 5-Jun-2000 0.00
LIQUID OPER-PIMCO
l,000,000.00 ARISTAR INC SR NT 12-Jun-2000 -1,003,830.00
040420AT8 7.750% 06/15/2001 DD 0710719 I 5-Jun-2000 1,003,830.00
B BANC ONE CAP MKTS INC, COLUM 0.00
LIQUID OPER-PIMCO
1,000,000.00 ARISTAR INC SR NT 12-Jun-2000 -1,003,830.00
040420AT8 7.750% 06/15/2001 DD 0710719 l 5-Jun-2000 0.00
FC BANC ONE CAP MKTS INC, COLUM 15-Jun-2000 0.00
JJ-Jul-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
1,000,000.00
339018AD5
B
1,000,000.00
339018AD5
FC
I 0,500,000.00
01N062672
B
6,250,000.00
OIN060676
B
11,000,000.0'0
01N062672
B
2,000,000.00
01N080674
B
2,000,000.00
613041GH9
B
/f-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
FLEET/NORSTAR FINL GROUP INC
9.900% 06/15/2001 DD 06/24/9
FIRST CHICAGO CAPITAL MARKET
LIQUID OPER-PIMCO
FLEET/NORST AR FINL GROUP INC
9.900% 06/15/2001 DD 06/24/9
FIRST CHICAGO CAPITAL MARKET
LONG TERM OPER-PIMCO
COMMIT TO PUR GNMA SF MTG
6.500% 07/15/2030
MERRILL LYNCH PIERCE FENNER
LONG TERM OPER-PIMCO
COMMIT TO PUR GNMA SF MTG
6.000% 07/15/2030
GOLDMAN SACHS & CO, NY
LONG TERM OPER-PIMCO
COMMIT TO PUR GNMA SF MTG
6.500% 07/15/2030
BEAR STEARNS & CO INC, NY
LONG TERM OPER-PIMCO
COMMIT TO PUR GNMA SF MTG
8.000% 07115/2030
BEAR STEARNS & CO INC, NY
LONG TERM OPER-PIMCO
MONTGOMERY ALA BMC SERB
5.000% 11/15/2029 DD 12/01/9
U.S. CLEARING CORP
I
TRADE DATE/
SETTLDATE/
COMPLDATE
l 2-Jun-2000
l 5-Jun-2000
l 2-Jun-2000
l 5-Jun-2000
I 5-Jun-2000
I 2-Jun-2000
24-Jul-2000
12-Jun-2000
24-Jul-2000
12-Jun-2000
24-Jul-2000
12-Jun-2000
24-Jul-2000
I 5-Jun-2000
20-Jun-2000
PAGE: 13
AMOUNT/
COST/
GAIN/LOSS
-1,024,020.00
1,024,020.00
0.00
-1,024,020.00
0.00
0.00
-9,938,906.25
9,938,906.25
0.00
-5,742,187.50
5,742,187.50
0.00
-10,412,187.50
10,412,187.50
0.00
-2,016,250.00
2,016,250.00
0.00
-1,723,280.00
1,723,280.00
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 14
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLJDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
2,000,000.00 MONTGOMERY ALA BMC SERB I 5-Jun-2000 -9,722.22
613041GH9 5.000% I 1/15/2029 DD 12/0l/9 20-Jun-2000 0.00
IB 0.00
LONG TERM OPER-PIMCO
2,000,000.00 MONTGOMERY ALA BMC SERB I 5-Jun-2000 -1,733,002.22
613041GH9 5.000% ll/15/2029 DD 12/01/9 20-Jun-2000 0.00
FC U.S. CLEARING CORP 20-Jun-2000 0.00
LONG TERM OPER-PIMCO-
1,945,000.00 NEW JERSEY HLTH CARE SERB 15-Jun-2000 -1,630,474.05
64579ERMO 4.750%07/01/2028 DD 12/01/9 20-Jun-2000 1,630,474.05
B U.S. CLEARING CORP 0.00
LONG TERM OPER-PIMCO
1,945,000.00 NEW JERSEY HLTH CARE SERB 15-Jun-2000 -43,370.80
64579ERMO 4.750% 07/01/2028 DD 12/01/9 20-Jun-2000 0.00
IB 0.00
LONG TERM OPER-PIMCO
1,945,000.00 NEW JERSEY HLTH CARE SER B I 5-Jun-2000 -1,673,844.85
64579ERMO 4.750% 07/01/2028 DD 12/01/9 20-Jun-2000 0.00
FC U.S. CLEARING CORP 20-Jun-2000 0.00
LONG TERM OPER-PIMCO
42,200,000.00 FEDERAL NATL MTG ASSN MTN 23-Jun-2000 -38,961,150.00
31364GYJ2 6.500% 03/12/2009 DD 03/12/9 26-Jun-2000 38,961,150.00
B FIRST TENNESSEE BANK NA MEM 0.00
LONG TERM OPER-PIMCO
42,200,000.00 FEDERAL NATL MTG ASSN MTN 23-Jun-2000 -792,422.22
31364GYJ2 6.500% 03/12/2009 DD 03/12/9 26-Jun-2000 0.00
IB 0.00
11-Ju/-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
PAY UPS
SHARES/PAR
SECURITY ID
TRANSCODE ·
42,200,000.00
31364GYJ2
FC
FIXED INCOME SECURITIES
20,700.00
9128272M3
PU
20,700.00
9128272M3
FC
840.00
9128275W8
PU
840.00
9128275W8
FC
7,216.00
9128273A8
PU
JJ-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FEDERAL NATL MTG ASSN MTN
6.500% 03/12/2009 DD 03/l 2/9
FIRST TENNESSEE BANK NA MEM
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
3.375% 01/15/2007 DD 01/15/
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
3.375% 01/15/2007 DD 01115/
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
4.250%001/15/2010 DD 011151
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
4.250%001/15/2010 DD 01/15/
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
3.625% 07/15/2002 DD 07/15/
TRADE DATE/
SETTLDATE/
COMPLDATE
23-Jun-2000
26-Jun-2000
26-Jun-2000
l 5-Jan-2000
I 5-Jan-2000
I 5-Jan-2000
I 5-Jan-2000
30-Jun-2000
I 5-Jan-2000
I 5-Jan-2000
l 5-Jan-2000
I 5-Jan-2000
30-Jun-2000
15-Jan-2000
I 5-Jan-2000
PAGE: J5
AMOUNT/
COST/
GAIN/LOSS
-39, 753,572.22
0.00
0.00
-20,700.00
20,700.00
0.00
-20,700.00
0.00
0.00
-840.00
840.00
0.00
-840.00
0.00
0.00
-7,216.00
7,216.00
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 16
PORTFOLIO DETAIL
OCSGOOO I 0000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
7,216.00 US TREASURY INFLATION INDEX I 5-Jan-2000 -7,216.00
9128273A8 3.625% 07/15/2002 DD 07/15/ I 5-Jan-2000 0.00
FC 30-Jun-2000 0.00
LONG TERM OPER-PIMCO
1,539.70 SALOMON SMITH BARNEY HLDGS I 14-Feb-2000 -1,539.70
79549BBG1 3.650% 02/14/2002 DD 02/14/ 14-Feb-2000 1,539.70
PU 0.00
LONG TERM OPER-PIMCO
1,539.70 SALOMON SMITH BARNEY HLDGS I 14-Feb-2000 -1,539.70
79549BBG1 3.650% 02/14/2002 DD 02/14/ 14-Feb-2000 0.00
FC 30-Jun-2000 0.00
LONG TERM OPER-PIMCO
6.50 FHLMC MULTICLASS CTF E3 A 01-Jun-2000 -6.50
3133TCE95 VAR RT 08/15/2032 01-Jun-2000 6.50
PU 0.00
LONG TERM OPER-PIMCO
6.50 FHLMC MULTICLASS CTF E3 A 01-Jun-2000 -6.50
3133TCE95 VAR RT 08/15/2032 01-Jun-2000 0.00
FC 15-Jun-2000 0.00
LONG TERM OPER-PIMCO
12,173.21 FHLMC MULTICLASS CTF SER 162 01-Jun-2000 -12,173.21
3133Tl7A4 6.000% 11/15/2023 DD 11/0119 01-Jun-2000 12,173.21
PU 0.00
LONG TERM OPER-PIMCO
12,173.21 FHLMC MULTICLASS CTF SER 162 01-Jun-2000 -12,173.21
3133Tl7A4 6.000% 11/15/2023 DD 11/01/9 01-Jun-2000 0.00
FC l 9-Jun-2000 0.00
SALES
J J-J11l-2000 12:37:41 Executive Workbench
® ORANGE COUNTY SANITATION DISTRICT PAGE: 17
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLlDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
CASH & CASH EQUIVALENTS
LONG TERM OPER-PIMCO
-31,740.00 BSDT-LATE MONEY DEPOSIT ACCT 01-Jun-2000 31,740.00
996087094 01-Jun-2000 -31,740.00
s 0.00
LIQUID OPER-PIMCO
-16.15 DREYFUS TREASURY CASH MGMT 06-Jun-2000 16.15
996085247 06-Jun-2000 -16.15
s 0.00
LIQUID OPER-PIMCO
-16.15 DREYFUS TREASURY CASH MGMT 06-Jun-2000 16.15
996085247 06-Jun-2000 0.00
FC 06-Jun-2000 0.00
LONG TERM OPER-PIMCO
-323,251.13 DREYFUS TREASURY CASH MGMT 06-Jun-2000 323,251.13
996085247 06-Jun-2000 -323,251.13
s 0.00
LONG TERM OPER-PIMCO
-323,251.13 DREYFUS TREASURY CASH MGMT 06-Jun-2000 323,251.13
996085247 06-Jun-2000 0.00
FC 06-Jun-2000 0.00
LIQUID OPER-PIMCO
-87,944.67 DREYFUS TREASURY CASH MGMT 12-Jun-200.0 87,944.67
996085247 12-Jun-2000 -87,944.67
s 0.00
LIQUID OPER-PIMCO
-87,944.67 DREYFUS TREASURY CASH MGMT 12-Jun-2000 87,944.67
996085247 12-Jun-2000 0.00
FC 12-Jun-2000 0.00
JJ-Jul-2000 12:37:41 Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 18
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
-198,062.00 DREYFUS TREASURY CASH MGMT 13-Jun-2000 198,062.00
996085247 13-Jun-2000 -198,062.00
s 0.00
LONG TERM OPER-PIMCO
-198,062.00 DREYFUS TREASURY CASH MGMT l 3-Jun-2000 198,062.00
996085247 13-Jun-2000 0.00
FC 13-Jun-2000 0.00
LONG TERM OPER-PIMCO
-6.50 BSDT-LATE MONEY DEPOSIT ACCT l 6-Jun-2000 6.50
996087094 16-Jun-2000 -6.50
s 0.00
LONG TERM OPER-PIMCO
-735,206.02 DREYFUS TREASURY CASH MGMT 20-Jun-2000 735,206.02
996085247 20-Jun-2000 -735,206.02
s 0.00
LONG TERM OPER-PIMCO
-735,206.02 DREYFUS TREASURY CASH MGMT 20-Jun-2000 735,206.02
996085247 20-Jun-2000 0.00
FC 20-Jun-2000 0.00
LONG TERM OPER-PIMCO
-2,500,000.00 FEDERAL NATL MTG ASSN DISCOU 20-Jun-2000 2,468,438.00
313588YL3 MAT 06/22/2000 20-Jun-2000 -2,468,438.89
s MERRILL LYNCH PIERCE FENNER -0.89
LONG TERM OPER-PIMCO
-2,500,000.00 FEDERAL NATL MTG ASSN DISCOU 20-Jun-2000 30,680.06
313588YL3 MAT 06/22/2000 20-Jun-2000 0.00
IS 0.00
ll-Jul-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSOLJDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-2,500,000.00
313588YL3
FC
-161,317.99
996085247
s
-161,317.99
996085247
FC
-26,286,518.54
996085247
s
-26,286,518.54
996085247
FC
-328,351.11
996085247
s
-328,351.11
996085247
FC
FIXED INCOME SECURITIES
//-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FEDERAL NATL MTG ASSN DISCOU
MAT 06/22/2000
MERRILL LYNCH PIERCE FENNER
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
TRADE DATE/
SETTLDATE/
COMPLDATE
20-Jun-2000
20-Jun-2000
20-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
27-Jun-2000
27-Jun-2000
27-Jun-2000
27-Jun-2000
27-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
PAGE: l~
AMOUNT/
COST/
GAIN/LOSS
2,499,118.06
0.00
0.00
161,317.99
-161,317.99
0.00
161,317.99
0.00
0.00
26,286,518.54
-26,286,518.54
0.00
26,286,518.54
0.00
0.00
328,351.11
-328,351.11
0.00
328,351.11
0.00
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 20
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
-I 0,500,000.00 COMMIT TO PUR GNMA SF MTG 12-Jun-2000 9,944,648.44
OIN062664 6.500% 06/I 5/2030 22-Jun-2000 -9,678,161.34
s MERRILL LYNCH PIERCE FENNER 266,487.10
LONG TERM OPER-PIMCO
-I 0,500,000.00 COMMIT TO PUR GNMA SF MTG I 2-Jun-2000 9,944,648.44
01N062664 6.500% 06/15/2030 22-Jun-2000 0.00
FC MERRILL LYNCH PIERCE FENNER 22-Jun-2000 0.00
LONG TERM OPER-PIMCO
-2,000,000.00 COMMIT TO PUR GNMA SF MTG I 2-Jun-2000 2,019,218.75
OIN080666 8.000% 06/15/2030 22-Jun-2000 -I ,997,500.00
s BEAR STEARNS & CO INC, NY 21,718.75
LONG TERM OPER-PIMCO
-2,000,000.00 COMMIT TO PUR GNMA SF MTG 12-Jun-2000 2,019,218.75
01N080666 8.000% 06/15/2030 22-Jun-2000 0.00
FC BEAR STEARNS & CO INC, NY 22-Jun-2000 0.00
LONG TERM OPER-PIMCO
-11,000,000.00 COMMIT TO PUR GNMA SF MTG 12-Jun-2000 10,417,773.44
01N062664 6.500% 06/15/2030 22-Jun-2000 -10,139,026.16
s BEAR STEARNS & CO INC, NY 278,747.28
LONG TERM OPER-PIMCO
-I 1,000,000.00 COMMIT TO PUR GNMA SF MTG 12-Jun-2000 10,417,773.44
01N062664 6.500% 06/15/2030 22-Jun-2000 0.00
FC BEAR STEARNS & CO INC, NY 22-Jun-2000 0.00
LONG TERM OPER-PIMCO
-6,250,000.00 COMMIT TO PUR GNMA SF MTG 12-Jun-2000 5, 744, 140.63
01N060668 6.000% 06/15/2029 22-Jun-2000 -5,605,468. 75
s GOLDMAN SACHS & CO, NY 138,671.88
I l-Jul-2000 12:37:41 Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT .
PAGE: 21
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
-6,250,000.00 COMMIT TO PUR GNMA SF MTG l 2-Jun-2000 5,744,140.63
01N060668 6.000% 06/15/2029 22-Jun-2000 0.00
FC GOLDMAN SACHS & CO, NY 23-Jun-2000 0.00
LONG TERM OPER-PIMCO
-21,400,000.00 US TREASURY NOTES 23-Jun-2000 21,460,187.50
912827Z62 06.500% 10/15/2006 DD 10/15/ 26-Jun-2000 -21,276,109.37
s MERRILL LYNCH PIERCE FENNER 184,078.13
LONG TERM OPER-PIMCO.
-21 ,400,000.00 US TREASURY NOTES 23-Jun-2000 273,639.34
912827Z62 06.500% 10/15/2006 DD 10/15/ 26-Jun-2000 0.00
IS 0.00
LONG TERM OPER-PIMCO
-21,400,000.00 US TREASURY NOTES 23-Jun-2000 21,733,826.84
912827Z62 06.500% 10/15/2006 DD 10/15/ 26-Jun-2000 0.00
FC MERRILL LYNCH PIERCE FENNER 26-Jun-2000 0.00
LONG TERM OPER-PIMCO
-23,430,000.00 US TREASURY NOTES 23-Jun-2000 23, 149,023.05
9128275Ql 05.625% 09/30/2001 DD 091301 26-Jun-2000 -23,351,289.85
s GREENWICH CAP MKTS INC, GREE -202,266.80
LONG TERM OPER-PIMCO
-23,430,000.00 US TREASURY NOTES 23-Jun-2000 313,280.23
9128275Ql 05.625% 0913012001 DD 09/30/ 26-Jun-2000 0.00
IS 0.00
LONG TERM OPER-PIMCO
-23,430,000.00 US TREASURY NOTES 23-Jun-2000 23,462,303.28
9128275Ql 05.625% 09/30/2001 DD 09/30/ 26-Jun-2000 0.00
FC GREENWICH CAP MKTS INC, GREE 26-Jun-2000 0.00
JJ-Jul-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSOLJDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-2, I 00,000.00
912827Z54 s
-2, I 00,000.00
912827Z54
IS
-2, I 00,000.00
912827Z54
FC
-9,600,000.00
912810DL9
s
-9,600,000.00
912810DL9
IS
-9,600,000.00
912810DL9
FC
-5,000,000.00
9128272L5
s
JJ-Ju/-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
US TREASURY NOTES
06.375% 0913012001 DD 091301
GREENWICH CAP MKTS INC. GREE
LONG TERM OPER-PIMCO
U S TREASURY NOTES
06.375% 09/30/2001 DD 09/30/
LONG TERM OPER-PIMCO
US TREASURY NOTES
06.375% 09/30/2001 DD 09/30/
GREENWICH CAP MKTS INC, GREE
LONG TERM OPER-PIMCO
US TREASURY BONDS
12.500% 08/15/2014 DD 08/15/
GREENWICH CAP MKTS INC, GREE
LONG TERM OPER-PIMCO
U S TREASURY BONDS
12.500% 08/15/2014 DD 08/15/
LONG TERM OPER-PIMCO
US TREASURY BONDS
12.500% 08/15/2014 DD 08/15/
GREENWICH CAP MKTS INC, GREE
LONG TERM OPER-PIMCO
U S TREASURY NOTES
06.250% 02/28/2002 DD 02/28/
GREENWICH CAP MKTS INC, GREE
TRADE DATE/
SETTLDATE/
COMPLDATE
23-.Tun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
PAGE: 22
AMOUNT/
COST/
GAIN/LOSS
2,093,683.59
-2,167,321.15
-73,637.56
31,822.75
0.00
0.00
2, 125,506.34
0.00
0.00
13,474,875.00
-13,314,211.20
160,663.80
435,164.84
0.00
0.00
13,910,039.84
0.00
0.00
4,972,265.63
-5,086,402.25
-114,136.62
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-5,000,000.00
9128272L5
IS
-5,000,000.00
9128272L5
FC
PRINCIPAL PAYMENTS
FIXED INCOME SECURITIES
2,139.75
31348SWZ3
PDC
48,896.50
3133TCE95
PDC
-570.59
302998GE3
PD
-570.59
302998GE3
FC
JJ-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
US TREASURY NOTES
06.250% 02/28/2002 DD 02/28/
LONG TERM OPER-PIMCO
U S TREASURY NOTES
06.250% 02/28/2002 DD 02/28/
GREENWICH CAP MKTS INC, GREE
LONG TERM OPER-PIMCO
FHLMC GROUP #78-6064
6.384% 01/01/2028 DD 12/01/
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF E3 A
VAR RT 08/15/2032
LONG TERM OPER-PIMCO
WMP/HUNTOON PAIGE #000-11150
7.500% 12/01/2030 DD 10/21/9
LONG TERM OPER-PIMCO
WMP/HUNTOON PAIGE #000-11150
7.500% 12/01/2030 DD 1012119
TRADE DATE/
SETTLDATE/
COMPLDATE
23-Jun-2000
26-Jun-2000
23-Jun-2000
26-Jun-2000
26-Jun-2000
Ol-May-2000
0 l-May-2000
01-May-2000
01-May-2000
01-May-2000
01-May-2000
01-May-2000
01-May-2000
06-Jun-2000
PAGE: 23
AMOUNT/
COST/
GAIN/LOSS
100,203.80
0.00
0.00
5,072,469.43
0.00
0.00
-2,139.75
2,087.59
-52.16
-48,896.50
48,949.98
53.48
570.59
-558.20
12.39
570.59
0.00
0.00
£'Cecutive Workhench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-2, 139. 75
31348SWZ3
PD
-2,139.75
31348SWZ3
FC
-48,903.00
3133TCE95
PD
-48,903.00
3133TCE95
FC
-43,930.95
3133T02D5
PD
-43,930.95
3133T02D5
FC
-139,237.68
3128DDQ55
PD
11-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FHLMC GROUP #78-6064
6.384% Ol/01/2028 DD 121011
LONG TERM OPER-PIMCO
FHLMC GROUP #78-6064
6.384% Ol/01/2028 DD 12/01/
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF E3 A
VAR RT 08/15/2032
LONG TERM OPER-PIMCO
FHLMC MULTI CLASS CTF E3 A
VAR RT 08/15/2032
LONG TERM OPER-PIMCO
FHLMC MULTICL MTG P/C 1574 E
5.900% 06/15/2017
LONG TERM OPER-PIMCO
FHLMC MULTICL MTG P/C 1574 E
5.900% 06/15/2017
LONG TERM OPER-PIMCO
FHLMC GROUP #G5-0476
7.000% 02/01/2003 DD 02/01/
TRADE DATE/
SETTLDATE/
COMPLDATE
01-May-2000
01-May-2000
01-May-2000
01-May-2000
15-Jun-2000
01-May-2000
0 l -May-2000
01-May-2000
Ol-May-2000
15-Jun-2000
01-.Tun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
15-Jun-2000
01-Jun-2000
01-Jun-2000
PAGE: 24
AMOUNT/
COST/
GAIN/LOSS
2,139.75
-2,087.59
52.16
2,139.75
0.00
0.00
48,903.00
-48,956.48
-53.48
48,903.00
0.00
0.00
43,930.95
-43,869.17
61.78
43,930.95
0.00
0.00
139,237.68
-141,413.27
-2,175.59
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-139,237.68
3128DDQ55
FC
-29,594.05
36225CC20
PD
-29,594.05
36225CC20
FC
-39,622.30
36225CAZ9
PD
-39,622.30
36225CAZ9
FC
-1,485.37
36225CNM4
PD
-1,485.37
36225CNM4
FC
ll-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FHLMC GROUP #G5-0476
7.000% 02/0112003 DD 02/01/
LONG TERM OPER-PIMCO
GNMA II POOL #080088M
VAR RT 06/20/2027 DD 0610119
LONG TERM OPER-PIMCO
GNMA II POOL #080088M
VAR RT 06/20/2027 DD 0610119
LONG TERM OPER-PIMCO
GNMA II POOL #0080023
7.125% 12/20/2026 DD 12/01/
LONG TERM OPER-PIMCO
GNMA II POOL #0080023
7.125% 12/20/2026 DD 12/01/
LONG TERM OPER-PIMCO
GNMA II POOL #0080395
6.500% 04/20/2030 DD 04/01/
LONG TERM OPER-PIMCO
GNMA II POOL #0080395
6.500% 04/20/2030 DD 04/01/
TRADE DATE/
SETTLDATE/
COMPLDATE
01-Jun-2000
01-Jun-2000
15-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
20-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
20-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
20-Jun-2000
PAGE: 25
AMOUNT/
COST/
GAIN/LOSS
139,237.68
0.00
0.00
29,594.05
-30,241.42
-647.37
29,594.05
0.00
0.00
39,622.30
-40,278.54
-656.24
39,622.30
0.00
0.00
1,485.37
-1,471.91
13.46
1,485.37
0.00
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-35,825.00
3133TKKU3
PD
-35,825.00
3133TKKU3
FC
-11,300.40
31348SWZ3
PD
-10,824.68
36225CN28
PD
-10,824.68
36225CN28
FC
-45,475.50
3133TCE95
PD
-1,868.23
39810#AE4
PD
11-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF 2146 QT
6.000% 11115/2011
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF 2146 QT
6.000% 11115/2011
LONG TERM OPER-PIMCO
FHLMC GROUP #78-6064
6.384% 0110112028 DD 12/01/
LONG TERM OPER-PIMCO
GNMA II POOL #080408X
6.500% 05/20/2030 DD 05/01/
LONG TERM OPER-PIMCO
GNMA II POOL #080408X
6.500% 05/20/2030 DD 051011
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF E3 A
VAR RT 08/15/2032
LONG TERM OPER-PIMCO
GREYSTONE SVCNG CORP FHA #95
7.430% Oq/0112003 DD 0212910
TRADE DATE/
SETTLDATE/
COMPLDATE
0 l-Jun-2000
01-Jun-2000
0 l-Jun-2000
0 l-Jun-2000
15-J un-2000
Ol-Jun-2000
0 l-Jun-2000
01-Jun-2000
01-Jun-2000
0 l-Jun-2000
0 l-Jun-2000
20-Jun-2000
Ol-Jun-2000
Ol-.Tun-2000
0 l-Jun-2000
0 l-Jun-2000
PAGE: 26
AMOUNT/
COST/
GAIN/LOSS
35,825.00
-35, 192.46
632.54
35,825.00
0.00
0.00
11,300.40
-11,024.95
275.45
10,824.68
-10,714.74
109.94
10,824.68
0.00
0.00
45,475.50
-45,525.24
-49.74
1,868.23
-1,840.94
27.29
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-1,868.23
39810#AE4
FC
-574.57
302998GE3
PD
-5,693.70
31677EAA4
PD
-5,693.70
31677EAA4
FC
-23, 142.37
3935052Y7
PD
-23,142.37
3935052Y7
FC
-42,323.76
3837H4NX9
PD
JJ-Jul-2000 12.37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
GREYSTONE SVCNG CORP FHA #95
7.430% 06/01/2003 DD 02/29/0
LONG TERM OPER-PIMCO
WMP/HUNTOON PAIGE #000-11150
7.500% 12/01/2030 DD 10/21/9
LONG TERM OPER-PIMCO
FIFTH THIRD BK AUTO TR 96A C
6.200% 09/01/2001DD03/15/9
LONG TERM OPER-PIMCO
FIFTH THIRD BK AUTO TR 96A C
6.200% 09101/200 l DD 03/15/9
LONG TERM OPER-PIMCO
GREEN TREE CORP 99-D CL A-1
6.290% 10/15/2013 DD 0812619 •
LONG TERM OPER-PIMCO
GREEN TREE CORP 99-D CL A-I
6.290% 10/15/2013 DD 08/26/9
LONG TERM OPER-PIMCO
GNMA GTD REMIC TR 2000-9 FH
VAR RT 02/16/2030
TRADE DATE/
SETTLDATE/
COMPLDATE
Ol-Jun-2000
0 l-Jun-2000
26-Jun-2000
Ol-Jun-2000
01-Jun-2000
15-Jun-2000
15-Jun-2000
15-Jun-2000
I 5-Jun-2000
15-Jun-2000
15-Jun-2000
J 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 6-Jun-2000
16-Jun-2000
PAG£: 2~
AMOUNT/
COST/
GAIN/LOSS
1,868.23
0.00
0.00
574.57
-562.09
12.48
5,693.70
-5,693.70
0.00
5,693.70
0.00
0.00
23,142.37
-23, 142.37
0.00
23,142.37
0.00
0.00
42,323.76
-42,323.76
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
MATURITIES
-42,323.76
3837H4NX9
FC
CASH & CASH EQUIVALENTS
-I 0,400,000.00
42307JF62
MT
-600,000.00
90328AF65
MT
-1,200,000.00
313588YA7
MT
-1,000,000.00
62007AFD7
MT
-400,000.00
61166AFE4
MT
ll-Ju/-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
GNMA GTD REMIC TR 2000-9 FH
VAR RT 02/16/2030
LONG TERM OPER-PIMCO
HEINZ H J CO DISC
0610612000
LONG TERM OPER-PIMCO
USAA CAP CORP DISC
0610612000
LIQUID OPER-PIMCO
FEDERAL NATL MTG ASSN DISC
MAT 06/12/2000
LONG TERM OPER-PIMCO
MOTOROLA CR CO DISC
06113/2000
LONG TERM OPER-PIMCO
MONSANTO CO DISC
06/14/2000
TRADE DATE/
SETTLDATE/
COMPLDATE
16-Jun-2000
I 6-Jun-2000
I 6-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
12-Jun-2000
12-Jun-2000
l 2-Jun-2000
13-Jun-2000
13-Jun-2000
l 3-Jun-2000
14-Jun-2000
14-Jun-2000
I 4-Jun-2000
PAGE: 28
AMOUNT/
COST/
GAIN/LOSS
42,323.76
0.00
0.00
10,312,611.11
-10,312,611.11
0.00
591,642.00
-591,642.00
0.00
1,200,000.00
-1,194,912.00
5,088.00
992,534.72
-992,534. 72
0.00
394,334.67
-394,334.67
0.00
Executive Tf orkbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-3,300,000.00
74271RFE2
MT
-4,400,000.00
313588YDI
MT
-8,000,000.00
90262CFF9
MT
-2,200,000.00
313384YD5
MT
-600,000.00
313588YDI
MT
-1,600,000.00
313384YE3
MT
-600,000.00
90262CFK8
MT
/J-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
Ol-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
PROCTER & GAMBLE DISC
0611412000
LONG TERM OPER-PIMCO
FEDERAL NATL MTG ASSN DISC N
MAT 06/ 15/99
LONG TERM OPER-PIMCO
UBS FIN DEL INC DISC
0611512000
LIQUID OPER-PIMCO
FEDERAL HOME LN BK CONS DISC
MAT 0611512000
LIQUID OPER-PIMCO
FEDERAL NATL MTG ASSN DISC N
MAT 06115199
LIQUID OPER-PIMCO
FEDERAL HOME LN BK CONS DISC
MAT 06/16/2000
LIQUID OPER-PIMCO
UBS FIN DEL INC DISC
06/19/2000
TRADE DATE/
SETTLDATE/
COMPLDATE
14-Jun-2000
I 4-Jun-2000
14-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
15-Jun-2000
I 5-Jun-2000
l 5-Jun-2000
I 5-Jun-2000
l 5-Jun-2000
15-Jun-2000
I 5-Jun-2000
I 6-Jun-2000
16-Jun-2000
16-Jun-2000
19-Jun-2000
l 9-Jun-2000
l 9-Jun-2000
PAGE: 29
AMOUNT/
COST/
GAIN/LOSS
3,264, 130.83
-3,264, 130.83
0.00
4,349, 737.33
-4,349,737.33
0.00
7,954,516.66
-7,954,516.66
0.00
2, 191, 102.84
-2,191,102.84
0.00
594,151.67
-594, 151.67
0.00
l,593,539.56
-1,593,539.56
0.00
596,943.33
-596,943.33
0.00
E.xecutive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
-2,500,000.00
313396YJ6
MT
-1,200,000.00
26354AFN9
MT
-2, 700,000.00
313396YR8
MT
-5,200,000.00
37042DFU2
MT
-900,000.00
36959HFU6
MT
-1,000,000.00
313396YT4
MT
-5,600,000.00
00282AFW1
MT
FIXED INCOME SECURITIES
11-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 0612012000
LONG TERM OPER-PIMCO
DU PONT DE DE MOUR DISC
0612212000
LONG TERM OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 0612712000
LONG TERM OPER-PIMCO
GMAC DISC
06/28/2000
LIQUID OPER-PIMCO
GENERAL ELEC CAP DISC
06/28/2000
LIQUID OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 0612912000
LONG TERM OPER-PIMCO
ABBOTT LABS DISC
0613012000
TRADE DATE/
SETTLDATE/
COMPLDATE
20-Jun-2000
20-Jun-2000
20-Jun-2000
22-Jun-2000
22-Jun-2000
22-Jun-2000
27-Jun-2000
27-Jun-2000
27-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
29-Jun-2000
29-Jun-2000
29-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
PAGE: 30
AMOUNT/
COST/
GAIN/LOSS
2,476,569.44
-2,476,569.44
0.00
1,198,062.00
-1,198,062.00
0.00
2,673,409.50
-2,673,409.50
0.00
5, 137,451.83
-5, 137,451.83
0.00
888,392.25
-888,392.25
0.00
992,568.33
-992,568.33
0.00
5,564,774.44
-5,564,774.44
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
INTEREST
SHARES/PAR
SECURITY ID
TRANSCODE
-4 75,000.00
046003EL9
MT
-500,000.00
122014AB9
MT
-600,000.00
812404AE1
MT
0.00
996087094
IT
900,000.00
370442AH8
IT
0.00
996087094
IT
JJ-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
ASSOCIATES CORP NORTH AMER
6.000% 06/15/2000
LIQUID OPER-PIMCO
BURLINGTON RES INC NT
9.625% 0611512000 DD 06/28/9
LIQUID OPER-PIMCO
SEARS ROEBUCK ACCEP CORP NT
6.500% 06/15/2000 DD 0611319
LIQUID OPER-PIMCO
BSDT-LATE MONEY DEPOSIT ACCT
LIQUID OPER-PIMCO
GENERAL MTRS CORP NTS
9.625% 12/01/2000 DD 1210119
LONG TERM OPER-PIMCO
BSDT-LATE MONEY DEPOSIT ACCT
TRADE DATE/
SETTLDATE/
COMPLDATE
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
15-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
Ol-Jun-2000
Ol-Jun-2000
Ol-Jun-2000
01-Jun-2000
Ol-Jun-2000
Ol-Jun-2000
Ol-Jun-2000
Ol-Jun-2000
Ol-Jun-2000
PAGf:
AMOUNT/
COST/
GAIN/LOSS
475,000.00
-4 74,273.25
726.75
500,000.00
-505,900.00
-5,900.00
600,000.00
-599, 760.00
240.00
0.01
0.00
0.00
43,312.50
0.00
0.00
1.32
0.00
0.00
Executive Workbench
OCSGOOOJ 0000
OCSD-CONSOLJDATED
SHARES/PAR
SECURITY ID
TRANSCODE
10,500,000.00
3134A3TCO
IT
500,000.00
362320AQ6
IT
0.00
996085247
IT
0.00
996085247
IT
10,400,000.00
42307JF62
IT
600,000.00
90328AF65
IT
570.59
302998GE3
IT
ll-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FEDERAL HOME LN MTG CORP DEB
6.300% 0610112004 DD 0610119
LIQUID OPER-PIMCO
GTE CORP DEB
9.375% 12/01/2000
LIQUID OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
DREYFUS TREASURY CASH MGMT
LONG TERM OPER-PIMCO
HEINZ H J CO DISC
06/06/2000
LONG TERM OPER-PIMCO
USAA CAP CORP DISC
06/06/2000
LONG TERM OPER-PIMCO
WMP/HUNTOON PAIGE #000-11150
7.500% 12/01/2030 DD 10/21/9
TRADE DATE/
SETTLDATE/
COMPLDATE
01-Jun-2000
01-Jun-2000
0 l-Jun-2000
01-Jun-2000
01-Jun-2000
01-Jun-2000
02-Jun-2000
01-Jun-2000
02-Jun-2000
02-Jun-2000
01-Jun-2000
02-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
06-Jun-2000
01-May-2000
06-Jun-2000
PAGE: 32
AMOUNT/
COST/
GAIN/LOSS
330,750.00
0.00
0.00
23,437.50
0.00
0.00
609.02
0.00
0.00
2,300.07
0.00
0.00
87,388.89
0.00
0.00
8,358.00
0.00
0.00
6,094.93
0.00
0.00
Executive Workbench
@ ORANGE COUNTY SANITATION DISTRICT PAGf· 3J
PORTFOLIO DETAIL
OCSGOOO 10000 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLJDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
1,000,000.00 MOTOROLA CR CO DISC I 3-Jun-2000 7,465.28
62007AFD7 0611312000 13-Jun-2000 0.00
IT 13-Jun-2000 0.00
LONG TERM OPER-PIMCO
5,000,000.00 LEHMAN BROS HLDGS MTN I 3-Jun-2000 84,554.17
52517PQQ7 FLTG RT 12/12/2002 DD 12/07/ 13-Jun-2000 0.00
IT 13-Jun-2000 0.00
LONG TERM OPER-PIMCO
400,000.00 MONSANTO CO DISC 14-Jun-2000 5,665.33
61166AFE4 06/14/2000 14-Jun-2000 0.00
IT 14-Jun-2000 0.00
LONG TERM OPER-PIMCO
3,300,000.00 PROCTER & GAMBLE DISC 14-Jun-2000 35,869.17
74271RFE2 06/14/2000 14-Jun-2000 0.00
IT l 4-Jun-2000 0.00
LONG TERM OPER-PIMCO
7,500,000.00 BELLSOUTH TELECOMMUNICATIONS l 5-Jun-2000 225,000.00
079867AX5 6.000% 06/15/2002 DD 0611519 l 5-Jun-2000 0.00
IT 15-Jun-2000 0.00
LONG TERM OPER-PIMCO
2,000,000.00 MARSH & MCLENNAN COS INC SR 15-Jun-2000 66,250.00
571748AB8 6.625% 0611512004 DD 0611419 15-Jun-2000 0.00
IT 15-Jun-2000 0.00
LIQUID OPER-PIMCO
600,000.00 SEARS ROEBUCK ACCEP CORP NT 15-Jun-2000 19,500.00
812404AE1 6.500% 06/15/2000 DD 0611319 l 5-Jun-2000 0.00
IT l 5-Jun-2000 0.00
ll-Jul-2000 12:37:41 Executive Workbench
OCSGOOOJ 0000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
500,000.00
122014AB9
IT
3,000,000.00
209111CU5
IT
2,500,000.00
22237UAB8
IT
475,000.00
046003EL9
IT
139,237.68
3128DDQ55
IT
4,400,000.00
313588YD1
IT
8,000,000.00
90262CFF9
IT
JJ-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
BURLINGTON RES INC NT
9.625% 06115/2000 DD 06/28/9
LONG TERM OPER-PIMCO
CONSOLIDATED EDISON NY DEBS
FL TG RT 06/15/2002 DD 06/20/
LONG TERM OPER-PIMCO
COUNTRYWIDE HOME LNS INC NT
6.850% 06115/2004 DD 06/24/9
LIQUID OPER-PIMCO
ASSOCIATES CORP NORTH AMER
6.000% 06/15/2000
LONG TERM OPER-PIMCO
FHLMC GROUP #G5-0476
7.000% 02/01/2003 DD 02/01/
LONG TERM OPER-PIMCO
FEDERAL NATL MTG ASSN DISC N
MAT 06/15/99
LONG TERM OPER-PIMCO
UBS FIN DEL INC DISC
06/15/2000
TRADE DATE/
SETTLDATE/
COMPLDATE
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
15-Jun-2000
l 5-Jun-2000
15-Jun-2000
15-Jun-2000
I 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
I 5-Jun-2000
15-Jun-2000
Ol-Jun-2000
15-Jun-2000
15-Jun-2000
15-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
l 5-Jun-2000
15-Jun-2000
PAGE: 34
AMOUNT/
COST/
GAIN/LOSS
24,062.50
0.00
0.00
47,610.00
0.00
0.00
85,625.00
0.00
0.00
14,250.00
0.00
0.00
49,134.51
0.00
0.00
50,262.67
0.00
0.00
45,483.34
0.00
0.00
Executive Workbench ,
OCSGOOO 10000
OCSD-CONSOL/DATED
SHARES/PAR
SECURITY ID
TRANSCODE
2,200,000.00
313384YD5
IT
600,000.00
313588YDI
IT
35,825.00
3133TKKU3
IT
43,930.95
3133T02D5
IT
5,693.70
31677EAA4
IT
2,139.75
31348SWZ3
IT
23,142.37
3935052Y7
IT
1 J-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LIQUID OPER-PIMCO
FEDERAL HOME LN BK CONS DISC
MAT 06/15/2000
LIQUID OPER-PIMCO
FEDERAL NATL MTG ASSN DISC N
MAT 06115199
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF 2146 QT
6.000% 11/15/2011
LONG TERM OPER-PIMCO
FHLMC MULTICL MTG P/C 1574 E
5.900% 06/15/2017
LONG TERM OPER-PIMCO
FIFTH THIRD BK AUTO TR 96A C
6.200% 09/01/2001 DD 0311519
LONG TERM OPER-PIMCO
FHLMC GROUP #78-6064
6.384% 01/01/2028 DD 12/01/
LONG TERM OPER-PIMCO
GREEN TREE CORP 99-D CL A-1
6.290% 10/15/2013 DD 08/26/9
TRADE DATE/
SETTLDATE/
COMPLDATE
15-Jun-2000
15-Jun-2000
I 5-Jun-2000
15-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
15-Jun-2000
Ol-Jun-2000
15-Jun-2000
I 5-Jun-2000
01-Jun-2000
15-Jun-2000
15-Jun-2000
l 5-Jun-2000
15-Jun-2000
15-Jun-2000
01-May-2000
15-Jun-2000
I 5-Jun-2000
I 5-Jun-2000
l 5-Jun-2000
. PAGE: 35
AMOUNT/
COST/
GAIN/LOSS
8,897.16
0.00
0.00
5,848.33
0.00
0.00
12,041.75
0.00
0.00
1,836.58
0.00
0.00
162.46
0.00
0.00
1,747.90
0.00
0.00
1,716.35
0.00
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOL/DATED
SHARES/PAR
SECURITY ID
TRANSCODE
48,903.00
3133TCE95
IT
6.50
3 l33TCE95
IT
1,600,000.00
313384YE3
IT
42,323.76
3837H4NX9
IT
3,000,000.00
37042WVR9
IT
600,000.00
90262CFK8
IT
12,173.21
3133T17A4
IT
Jl-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
Ol-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF E3 A
VAR RT 08/15/2032
LONG TERM OPER-PIMCO
FHLMC MULTI CLASS CTF E3 A
VAR RT 08/15/2032
LIQUID OPER-PIMCO
FEDERAL HOME LN BK CONS DISC
MAT 06/16/2000
LONG TERM OPER-PIMCO
GNMA GTD REMIC TR 2000-9 FH
VAR RT 02/16/2030
LONG TERM OPER-PIMCO
GMAC MTN FLTG RT
12/17/2001DD12/15/98
LIQUID OPER-PIMCO
UBS FIN DEL INC DISC
06/19/2000
LONG TERM OPER-PIMCO
FHLMC MULTICLASS CTF SER 162
6.000% 11/15/2023 DD 11/01/9
TRADE DATE/
SETTLDATE/
COMPLDATE
I 5-Jun-2000
01-May-2000
I 5-Jun-2000
15-Jun-2000
01-May-2000
I 5-Jun-2000
I 6-Jun-2000
16-Jun-2000
16-Jun-2000
I 6-Jun-2000
16-Jun-2000
I 6-Jun-2000
l 9-Jun-2000
I 7-Jun-2000
I 9-Jun-2000
I 9-Jun-2000
I 9-Jun-2000
19-Jun-2000
19-Jun-2000
Ol-Jun-2000
l 9-Jun-2000
PAGE: 36
AMOUNT/
COST/
GAIN/LOSS
15,696.49
0.00
0.00
6.50
0.00
0.00
6,460.44
0.00
0.00
15,606.70
0.00
0.00
51,295.80
0.00
0.00
3,056.67
0.00
0.00
12,173.21
0.00
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLJDATED
SHARES/PAR
SECURITY ID
TRANSCODE
2,000,000.00
3837H3C70
IT
2,500,000.00
313396YJ6
IT
39,622.30
36225CAZ9
IT
29,594.05
36225CC20
IT
1,485.37
36225CNM4
IT
10,824.68
36225CN28
IT
3,500,000.00
l 7120QE80
IT
ll-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
GNMA GTD REMIC TR 2000-2 PA
7.000% 12/20/2022
LIQUID OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 0612012000
LONG TERM OPER-PIMCO
GNMA II POOL #0080023
7.125% 12/20/2026 DD 121011
LONG TERM OPER-PIMCO
GNMA II POOL #080088M
VAR RT 06/20/2027 DD 0610119
LONG TERM OPER-PIMCO
GNMA II POOL #0080395
6.500% 04/20/2030 DD 04/011
LONG TERM OPER-PIMCO
GNMA II POOL #080408X
6.500% 05/20/2030 DD 051011
LONG TERM OPER-PIMCO
CHRYSLER FINL LLC MTN #TR006
FL TG RT 08/08/2002 DD 04/08/
TRADE DATE/
SETTLDATE/
COMPLDATE
20-Jun-2000
0 l-Jun-2000
20-Jun-2000
20-Jun-2000
20-Jun-2000
20-Jun-2000
20-Jun-2000
Ol-Jun-2000
20-Jun-2000
20-Jun-2000
Ol-Jun-2000
20-Jun-2000
20-Jun-2000
Ol-Jun-2000
20-Jun-2000
20-Jun-2000
Ol-Jun-2000
20-Jun-2000
21-Jun-2000
20-Jun-2000
21-Jun-2000
PAGE~ 3l
AMOUNT/
COST/
GAIN/LOSS
11,666.67
0.00
0.00
23,430.56
0.00
0.00
8,337.60
0.00
0.00
10,048.74
0.00
0.00
6,771.50
0.00
0.00
54, 172.08
0.00
0.00
22,832.64
0.00
0.00
Executive WQrkbench.
@ ORANGE COUNTY SANITATION DISTRICT PAGE: 38
PORTFOLIO DETAIL
OCSGOOOJOOOO 01-JUN-2000 -30-JUN-2000
OCSD-CONSOLIDATED
SHARES/PAR TRADE DATE/ AMOUNT/
SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/
TRANSCODE BROKER COMPLDATE GAIN/LOSS
LONG TERM OPER-PIMCO
1,200,000.00 DU PONT DE DE MOUR DISC 22-Jun-2000 1,938.00
26354AFN9 06/22/2000 22-Jun-2000 0.00
IT 22-Jun-2000 0.00
LONG TERM OPER-PIMCO
2,000,000.00 FHLMC MULTICLASS CTF Tl 1 A6 26-Jun-2000 10,833.33
3133TDPV2 6.500% 09/25/2018 25-May-2000 0.00
IT 26-Jun-2000 0.00
LONG TERM OPER-PIMCO
2,000,000.00 HELLER FINANCIAL INC NTS 26-Jun-2000 32,899.03
423328BK8 FL TG RT 06/25/2001 DD 06/25/ 25-Jun-2000 0.00
IT 26-Jun-2000 0.00
LONG TERM OPER-PIMCO
4,000,000.00 HOUSEHOLD FIN CO MTN 26-Jun-2000 67,954.16
44181KZA5 FLTG RT 06/24/2003 DD 06/24/ 24-Jun-2000 0.00
IT 26-Jun-2000 0.00
LONG TERM OPER-PIMCO
1,868.23 GREYSTONE SVCNG CORP FHA #95 26-Jun-2000 8,147.83
39810#AE4 7.430% 06/01/2003 DD 02/29/0 0 l-Jun-2000 0.00
IT 26-Jun-2000 0.00
LONG TERM OPER-PIMCO
3,000,000.00 FORD MTR CR CO GLOBAL LANDMA 27-Jun-2000 50,270.83
345397SR5 FLTG RT 03/17/2003 DD 031161 17-Jun-2000 0.00
IT 27-Jun-2000 0.00
LONG TERM OPER-PIMCO
2,700,000.00 FEDERAL HOME LN MTG CORP DIS 27-Jun-2000 26,590.50
313396YR8 MAT 06/27/2000 27-Jun-2000 0.00
IT 27-Jun-2000 0.00
JJ-Jul-2000 12:37:41 Executive Workbench
OCSGOOO 10000
OCSD-CONSOLJDATED
SHARES/PAR
SECURITY ID
TRANSCODE
5,200,000.00
37042DFU2
IT
900,000.00
36959HFU6
IT
1,000,000.00
313396YT4
IT
0.00
990000PJ4
CD
5,600,000.00
00282AFW1
IT
0.00
9128272M3
CD
0.00
9128273A8
CD
11-Jul-2000 12:37:41
ORANGE COUNTY SANITATION DISTRICT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
GMAC DISC
06/28/2000
LIQUID OPER-PIMCO
GENERAL ELEC CAP DISC
06/28/2000
LIQUID OPER-PIMCO
FEDERAL HOME LN MTG CORP DIS
MAT 06/29/2000
LONG TERM OPER-PIMCO
SHORT TERM FDS INT ADJ
NET OF OVERNIGHT INTEREST
LONG TERM OPER-PIMCO
ABBOTT LABS DISC
0613012000
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
3.375% 01/15/2007 DD 01/15/
LONG TERM OPER-PIMCO
US TREASURY INFLATION INDEX
3.625% 07115/2002 DD 07/15/
TRADE DATE/
SETTLDATE/
COMPLDATE
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
28-Jun-2000
29-Jun-2000
29-Jun-2000
29-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
PAG£. • 39
AMOUNT/
COST/
GAIN/LOSS
62,548.17
0.00
0.00
11 ,607.75
0.00
0.00
7,431.67
0.00
0.00
29.23
0.00
0.00
35,225.56
0.00
0.00
20,700.00
0.00
0.00
7,216.00
0.00
0.00
Executive Workbench
OCSGOOO 10000
OCSD-CONSOLIDATED
SHARES/PAR
SECURITY ID
TRANSCODE
0.00
79549BBGI
CD
0.00
9128275W8
CD
•tT/"lnflfl /1·~7·tf{
ORANGE COUNTY SANITATION DISTRJCT
PORTFOLIO DETAIL
01-JUN-2000 -30-JUN-2000
TRANSACTION DESCRIPTION/
BROKER
LONG TERM OPER-PIMCO
ALOMON SMITH BARNEY HLDGS I
3.650% 02114/2002 DD 02114/
LONG TERM OPER-PIMCO
US TREASURY fNFLATION INDEX
4250%00 1/15/20 10 DD 01/15/
TRADE DATE/
SETTLDATE/
COMPLDATE
30-Jun-2000
30-Jun-2000
30-Jun-2000
30-Jun-2000
PAGE: 40
AMOUNT/
COST/
GAIN/LOSS
1,539.70
0.00
0.00
840.00
0.00
0.00
Executive Workbenoli ----·